MINING SERVICES INTERNATIONAL CORP/
10-Q, 1999-11-15
MISCELLANEOUS CHEMICAL PRODUCTS
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     ----------------------------------------------------------------------

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                           --------------------------

                                    Form 10-Q
(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 from ____________ to ____________


                           Commission File No. 0-10634

                           ---------------------------

                    Mining Services International Corporation
             (Exact Name of Registrant as Specified in Its Charter)

                    Utah                                   87-0351702
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                 Identification No.)

                            8805 South Sandy Parkway
                             Sandy, Utah 84070-6408
               (Address of principal executive offices, zip code)

                    Issuers telephone number: (801) 233-6000

                           ---------------------------

         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 ___


         The number of shares  outstanding of the  registrant's par value $0.001
Common Stock as of November 4, 1999 was 7,319,760.


    -------------------------------------------------------------------------


<PAGE>






                    Mining Services International Corporation

                                                       Index


                                                                        Page No.
Part I           Financial Information

Item 1.       Consolidated Balance Sheet (Condensed)
              September 30, 1999 and December 31, 1998.                       1

              Consolidated  Statement of Operations
              (Condensed) for the  three months ended
              September 30, 1999 and September 30, 1998.                      2

              Consolidated  Statement of Operations  (Condensed)  for the
              nine months ended September 30, 1999 and September 30, 1998.    3

              Consolidated  Statement of Cash Flows  (Condensed)  for the
              nine months ended September 30, 1999 and September 30, 1998.    4

              Condensed Notes to the consolidated financial statements        5

Item 2.       Management's Discussion and Analysis of Financial Condition     7
              and Results of Operations


Part II       Other Information

Item 6.       Exhibits and Reports on Form 8-K                                10




<PAGE>


PART I.  FINANCIAL INFORMATION

Financial Statements
<TABLE>
<CAPTION>

                                     MINING SERVICES INTERNATIONAL CORPORATION
                                      Consolidated Balance Sheet (Condensed)


                                                                              September 30, 1999       December 31,1998
           ASSETS                                                               (Unaudited)
                                                                       ------------------------    ----------------------
Current assets:
<S>                                                                             <C>                       <C>
     Cash                                                                       $       840,000           $       314,000
     Receivables, net                                                                 5,604,000                 6,050,000
     Inventories                                                                      1,662,000                 1,721,000
     Prepaid expenses                                                                    60,000                   126,000
     Deposits                                                                           819,000                         -
     Current portion of related party notes receivable                                  435,000                   435,000
                                                                       ------------------------    ----------------------

     Total current assets                                                             9,420,000                 8,646,000

Investments in and advances to joint ventures                                        13,140,000                13,371,000
Property, plant and equipment, net                                                    8,400,000                 6,248,000
Goodwill                                                                              2,074,000                 2,243,000
Related party notes receivable                                                        1,148,000                 1,190,000
Other assets                                                                            112,000                   221,000
                                                                       ------------------------    ----------------------


                                                                                $    34,294,000           $    31,919,000
                                                                       ========================    ======================


     LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
     Accounts payable and accrued expenses                                      $     2,872,000           $     2,943,000
     Current portion of long-term debt                                                  399,000                 1,154,000
                                                                       ------------------------    ----------------------

         Total current liabilities                                                    3,271,000                 4,097,000

Long-term debt                                                                        3,321,000                 1,213,000
Deferred income taxes                                                                 2,809,000                 2,532,000
                                                                       ------------------------    ----------------------

         Total liabilities                                                            9,401,000                 7,842,000
                                                                       ------------------------    ----------------------

Minority interest                                                                       461,000                         -

Commitments and contingencies                                                                 -                         -

Stockholders' equity:
     Common stock                                                                         7,000                     7,000
     Capital in excess of par value                                                   5,312,000                 5,443,000
     Cumulative foreign currency translation adjustments                               (387,000)                 (242,000)
     Retained earnings                                                               19,500,000                18,869,000
                                                                       ------------------------    ----------------------

         Total stockholders' equity                                                  24,432,000                24,077,000
                                                                       ------------------------    ----------------------


                                                                                $    34,294,000           $    31,919,000
                                                                       ========================    ======================
</TABLE>
See accompanying notes to financial statements

                                     Page 1
<PAGE>

<TABLE>
<CAPTION>


                                     MINING SERVICES INTERNATIONAL CORPORATION
                                 Consolidated Statement of Operations (Condensed)
                                                    (Unaudited)


                                                                           3 months ended              3 months ended
                                                                                9/30/99                   9/30/98
                                                                       ------------------------    ----------------------

Revenues:
<S>                                                                             <C>                          <C>
    Net sales                                                                   $     6,567,000              $  6,312,000
    Royalties                                                                           217,000                   283,000
    Equity in earnings from joint ventures                                              460,000                 1,463,000
                                                                       ------------------------    ----------------------

                                                                                      7,244,000                 8,058,000
                                                                       ------------------------    ----------------------

Costs and expenses:
    Cost of sales                                                                     6,172,000                 5,771,000
    General administrative                                                              785,000                   281,000
    Research and development                                                            230,000                   206,000
                                                                       ------------------------    ----------------------
                                                                                      7,187,000                 6,258,000
                                                                       ------------------------    ----------------------

Income from operations                                                                   57,000                 1,800,000

Other income (expense), net                                                             (44,000)                   26,000
                                                                       -------------------------   ----------------------

Income before provision for income taxes and minority interest                           13,000                 1,826,000

Benefit (Provision) for income taxes                                                     52,000                  (652,000)
                                                                       ------------------------    -----------------------

Income before minority interest                                                          65,000                 1,174,000

Minority interest share of loss                                                          11,000                         -
                                                                       ------------------------    ----------------------


Net income                                                                      $        76,000              $  1,174,000
                                                                       ========================    ======================


Weighted average number of shares outstanding

    Basic                                                                             7,331,000                 7,368,000
                                                                       ========================    ======================
    Diluted                                                                           7,395,000                 7,534,000
                                                                       ========================    ======================


Earnings per common share

    Basic                                                                       $          .01               $       .16
                                                                       ========================    ======================
    Diluted                                                                     $          .01               $       .16
                                                                       ========================    ======================
</TABLE>


See accompanying notes to financial statements

                                     Page 2
<PAGE>
<TABLE>
<CAPTION>
                                     MINING SERVICES INTERNATIONAL CORPORATION
                                 Consolidated Statement of Operations (Condensed)
                                                    (Unaudited)


                                                                           9 months ended              9 months ended
                                                                                9/30/99                   9/30/98
                                                                       ------------------------    ----------------------

Revenues:
<S>                                                                                <C>                       <C>
    Net sales                                                                      $ 19,593,000              $ 17,219,000
    Royalties                                                                           721,000                 1,039,000
    Equity in earnings from joint ventures                                            1,958,000                 4,124,000
                                                                       -------------------------   ----------------------

                                                                                     22,272,000                22,382,000
                                                                       -------------------------   ----------------------
Costs and expenses:
    Cost of sales                                                                    18,684,000                16,541,000
    General administrative                                                            2,052,000                   901,000
    Research and development                                                            586,000                   438,000
                                                                       ------------------------    ----------------------
                                                                                     21,322,000                17,880,000
                                                                       ------------------------    ----------------------

Income from operations                                                                  950,000                 4,502,000

Other income (expense), net                                                             (96,000)                   75,000
                                                                       ------------------------    ----------------------

Income before provision for income taxes and minority interest                          854,000                 4,577,000

Provision for income taxes                                                             (234,000)               (1,482,000)
                                                                       -------------------------   -----------------------

Income before minority interest                                                         620,000                 3,095,000

Minority interest share of loss                                                          11,000                         -
                                                                       ------------------------    ----------------------


Net income                                                                         $    631,000              $  3,095,000
                                                                       ========================    ======================

Weighted average number of shares outstanding

    Basic                                                                             7,331,000                 7,368,000
                                                                       ========================    ======================
    Diluted                                                                           7,395,000                 7,534,000
                                                                       ========================    ======================

Earnings per common share

    Basic                                                                         $         .09              $        .42
                                                                       ========================    ======================
    Diluted                                                                       $         .09              $        .41
                                                                       ========================    ======================

</TABLE>

See accompanying notes to financial statements

                                     Page 3
<PAGE>
<TABLE>
<CAPTION>

                                     MINING SERVICES INTERNATIONAL CORPORATION
                                 Consolidated Statement of Cash Flows (Condensed)
                                                    (Unaudited)


                                                                           9 months ended              9 months ended
                                                                                9/30/99                   9/30/98
                                                                       ------------------------    ----------------------


Cash flows from operating activities:
<S>                                                                             <C>                       <C>
    Net income                                                                  $       631,000           $     3,095,000
    Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization                                                    936,000                   581,000
       Stock compensation expense                                                             -                     3,000
       Loss (Gain) on disposal of equipment                                              (1,000)                    1,000
       Distributed/(undistributed) earnings in joint ventures                         1,187,000                   (87,000)
       Deferred income taxes                                                            277,000                   215,000
       Change in assets and liabilities:
         (Increase) decrease in accounts receivable                                     446,000                  (937,000)
         (Increase) decrease in inventories                                              59,000                   (32,000)
         (Increase) decrease in prepaid expenses                                         66,000                    22,000
         (Increase) decrease in deposits                                               (819,000)                        -
         (Increase) decrease in other assets                                            109,000                   185,000
         Increase (decrease) in minority interest                                       461,000                         -
         Increase (decrease) in accounts payable and accrued expenses                   (71,000)                  669,000
                                                                       -------------------------   ----------------------
                                                                                      3,281,000                 3,715,000
                                                                       ------------------------    -----------------------

Cash flows from investing activities:
     Proceeds from sale of plant and equipment                                           51,000                    33,000
     Payments received on notes receivable                                              100,000                         -
     Purchase of plant and equipment                                                 (2,970,000)                 (608,000)
     Increase in notes receivable                                                       (58,000)                        -
     Investment in joint ventures                                                    (1,100,000)               (1,471,000)
                                                                       -------------------------   ----------------------
         Net cash used in investing activities                                       (3,977,000)               (2,046,000)
                                                                       -------------------------   ----------------------

Cash flows from financing activities:
     Issuance of common stock                                                                 -                    84,000
     Retirement of common stock                                                        (131,000)                        -
     Net proceeds from operating line of credit                                         795,000                         -
     Proceeds from issuance of long-term debt                                         1,000,000                         -
     Payments on long-term debt                                                        (442,000)                        -
                                                                       -------------------------   ----------------------
         Net cash provided by financing activities                                    1,222,000                    84,000
                                                                       ------------------------    ----------------------

Net increase            in cash                                                         526,000                 1,753,000

Cash and cash equivalents, beginning of period                                          314,000                 1,160,000
                                                                       ------------------------    ----------------------

Cash and cash equivalents, end of period                                        $       840,000           $     2,913,000
                                                                       ========================    ======================
</TABLE>

See accompanying notes to financial statements

                                     Page 4

<PAGE>






                          Mining Services International
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

NOTE 1:  BASIS OF PRESENTATION

         The interim financial  information for the three months ended September
30,  1999 and the  nine-months  ended  September  30,  1999  included  herein is
unaudited  and the  December  31,1998  Balance  Sheet is  derived  from  audited
financial statements;  however, such information reflects all adjustments, which
are, in the opinion of management, necessary for a fair statement of results for
the interim periods.

         These  consolidated  financial  statements  are presented in accordance
with the  requirements  for Form 10-Q and  consequently  may not include all the
disclosures  normally required by generally  accepted  accounting  principles or
those normally made in the annual 10-K filing. Financial information relating to
depreciation contained in the Management's  Discussion and Analysis of Financial
Condition and Results of Operations  are  incorporated  by reference  into these
notes.

         The results of operations for the  three-month  period ended  September
30, 1999 and the nine month period ended  September 30, 1999 are not necessarily
indicative of the results to be expected for the full year.


NOTE 2:       SIGNIFICANT ACCOUNTING  POLICIES


         Because of the  significance  of the investment of the Company in joint
ventures  ("JV" or "JV's") which are not  consolidated,  but accounted for under
the equity method, the following comparative schedule is prepared to clarify and
demonstrate the  Consolidated  Revenue of the Company during the three-month and
nine-month  periods ending  September 30, 1999 and 1998. As  demonstrated in the
schedule,  the Company's  Consolidated  Revenue  includes its share of equity in
earnings from JV's:

<TABLE>
<CAPTION>
                     Non Consolidated                                    Amount            MSI's             MSI's
                      Joint Venture       Joint Venture    Equity      Included in       Non-JV          Consolidated
                           Sales           Net Income        MSI      MSI Revenue      Revenue              Revenue

<S>                      <C>               <C>               <C>        <C>             <C>               <C>
  9 Months 1999..........$18,502,000       $3,916,000        50%        $1,958,000      $20,314,000       $22,272,000
  9 Months 1998..........$26,755,000       $8,248,000        50%        $4,124,000      $18,258,000       $22,382,000

  3 Months 1999..........$ 6,566,000      $   920,000        50%        $  460,000      $ 6,784,000       $ 7,244,000
  3 Months 1998..........$ 9,395,000       $2,926,000        50%        $1,463,000      $ 6,595,000       $ 8,058,000

</TABLE>

Note: MSI does not consolidate revenues from 50% or less controlled joint
      ventures

                                     Page 5
<PAGE>

NOTE 3:       INVENTORIES


         Inventories  at  September  30,  1999 and  December  31, 1998 have been
recorded at the lower of cost or market,  cost being  determined on the first in
first out (FIFO)  method.  The  composition of inventories at September 30, 1999
and December 31, 1998 are as follows:


<TABLE>
                                              September 30, 1999                  December 31, 1998
                                             -------------------                  -----------------
<S>                                               <C>                                 <C>
                   Raw Materials                   $  609,000                          $  707,000
                   Finished Goods                   1,053,000                           1,014,000
                                             ---------------------                -------------------

                                                   $1,662,000                          $1,721,000
                                             =====================                ===================
</TABLE>

NOTE 4:       MINORITY INTEREST

              Effective  September  1,  1999,  the  Company  entered  into  a JV
agreement  with five  individuals  for the  purpose  of  establishing  Tennessee
Blasting Services, L.L.C. (TBS), a limited liability company organized under the
laws of the state of Utah.  TBS will provide  drilling,  blasting and explosives
resale  services  centered in  Tennessee.  Through  investment of cash and other
assets,  the Company  acquired  51% of the JV and the  individuals  acquired the
minority  interest of 49%. Due to the Company's 51%  ownership,  the accounts of
TBS  are  included  in the  consolidated  financial  statements,  including  the
accounts  which  represent the minority  interest.  This differs from the equity
method used by the Company to account for its unconsolidated JV's.


                                     Page 6

<PAGE>

Item 2 Management's  Discussion and Analysis of Financial  Condition and Results
of Operations

Three-months ended September 30, 1999 vs. 1998

         Net income from  operations  decreased 97% from $1,800,000 in the three
months ended  September 30, 1998 to $57,000 in the three months ended  September
30, 1999.  Approxmately 56% of this decrease consists  primarily of the decrease
in equity in earnings from  unconsolidated JV's (see Note 2). Equity in earnings
from JV's decreased $1,003,000 or 69% for the three-month period ended September
30,  1999  compared  to the  three-month  period  ended  September  30, 1998 due
primarily  to a decrease  in  contribution  from the  Company's  JV's in Nevada,
Colombia,  Uzbekistan and Ghana.  General and administrative  expenses increased
$504,000 for the quarter ended  September 30, 1999 compared to the quarter ended
September  30,  1998  representing  28%  of the  decrease  in  net  income  from
operations  for the period.  Most of the increase in general and  administrative
expenses  for the period is the result of the  consolidation  of Green  Mountain
Explosives,  Inc.  (GME) in December  1998 and TBS in September  of 1999.  Gross
margin,  or the  difference  between  net  sales  and cost of  sales,  decreased
$146,000 or 27% for the three-month  period ended September 30, 1999 compared to
the three-month period ended September 30, 1998, representing 8% of the decrease
in net  income  from  operations  for the  period.  While it is likely  that the
conditions that have negatively  impacted net income from operations relative to
the Company's unconsolidated JV's will improve in the long-term with an industry
turn-around, the Company expects the acquisitions of GME, TBS and O'Brien Design
Associates,  Inc.  (ODA)  to  provide  growth  in  net  income  from  operations
currently.  The  investment  by the  Company  in TBS  is a  continuation  of its
interest in niche markets in the commercial  explosives industry.  Not only will
the Company  share in the profits of the JV, but the Company  will also  benefit
from strong demand by TBS for its packaged  emulsion product being  manufactured
at its West Virginia  plant,  as well as its  accessory  product line soon to be
available from ODA.

         Cyanco's contribution to equity in earnings from non-consolidated joint
ventures  decreased  $652,000 or 52% compared to the same 3-month period in 1998
due to a decrease in both sales volume and gross  margin per unit of sales.  The
decrease in Cyanco's  sales volume and margin  compared to the third  quarter of
1998  correlate to worsening  gold  bullion  prices  during the second and third
quarters  of 1999.  The  price of gold  reached  20 year  lows by the  middle of
September  1999 and production at the Nevada gold mines  responded  accordingly.
However,  low gold prices are expected to allow Cyanco to increase  market share
as the  low-cost  producer  in the area of the Nevada gold mines and to position
itself  well as gold  prices  recover in the  long-term.  Although  gold  prices
recovered at the end of September 1999 and have remained steady at approximately
$300 per ounce,  mine  production is not likely to resume to previous  levels in
the short  term and  consolidation  of the market  will  continue  the  downward
pressure on prices.

                                     Page 7


<PAGE>

         Similarly,  the  Company's JV in Colombia  experienced  a drop in sales
volumes due to the  Company's  major coal mine  customer  curtailing  production
while it builds  railroad and port  facilities to better  compete in the current
market for export coal. The decrease in revenue resulted in a decrease in equity
in earnings of  $190,000,  a decrease of 114%.  Again,  results are  expected to
improve as mine  production  in Colombia  strengthens  in the year 2000 now that
more  cost-effective  infrastructure is being put in place. In spite of the fact
that the  operations  of the Company's JV in  Uzbekistan  have been  profitable,
highly  inflationary  conditions in Uzbekistan have required a remeasurement  of
the  financial  statements.  This  remeasurement  has  resulted in a decrease of
equity in earnings  from the JV of $166,000 or 291% for the  three-month  period
ended September 30, 1999 as compared to the  three-month  period ended September
30, 1998.  Although the JV has recently developed strong support from government
officials and is hopeful that hard currency  conversion can occur soon,  without
hard  currency,  the JV's current  inability to import  needed raw materials and
supplies will curtail  operations and would likely impair the long-term value of
the Company's  investment.  The JV in Ghana continues to struggle to gain market
share due to low gold prices,  and though  prospects for long-term growth remain
positive, the Company expects continuing problems into the year 2000.

         During the quarter  ended  September  30,  1999,  the Company was a net
borrower of funds and incurred interest expense of $37,000.  Conversely,  during
the quarter ended  September  30, 1998,  the Company was a net investor of funds
and earned  interest  income of $28,000.  This  $65,000  swing in the use of the
Company's capital  resources  represents 93% of the decrease in other income and
expense for three month period ended  September 30, 1999 as compared to the same
period in 1998.

         While net sales  increased  $255,000 or 4% for the three  months  ended
September 30, 1999 as compared to the three months ended September 30, 1998, the
margin  between  net sales and cost of sales  decreased  $146,000 or 27% for the
same three month period of 1999 and 1998. This decrease in margin is largely the
result of reduced sales in the Company's western division due to the anticipated
completion  of a major dam  project  in  California.  When  comparing  the third
quarter of 1999 to the third quarter of 1998, the erosion in gross margin caused
by the  winding  down  of the dam  project  was  softened  by the  gross  margin
contribution  added by GME. As referred to above in Note 4, the Company  entered
into a JV agreement to establish TBS effective  September 1, 1999.  Accordingly,
due to the Company's 51%  ownership,  principles  of  consolidation  require the
effect of the  minority-interest  share of the JV's $22,000 loss during start-up
operations of $11,000 be eliminated to arrive at net income. The Company expects
TBS to make a  contribution  to income  during the  fourth  quarter of 1999 with
annual revenues for the year 2000 expected to reach at least $7 million.

         The  Company's  JV  project  with  Norsk  Hydro in  Kovdor,  Russia  is
progressing  as planned with plant and  specialized  mobile  equipment now being
shipped to the Russian  mine site.  ODA is  currently  testing  its  accessories
production  line and production is expected to begin early in the year 2000. ODA
has recently  completed  negotiations  with a widely  respected  manufacturer of
detonation  devices for  integration  into its  accessory  product  line.  It is
expected  that  in  future  periods  these   operations  will  continue  to  add
significantly to revenues and income from operations.


Nine-months ended September 30, 1999 vs. 1998
         For the nine months  ended  September  30,  1999,  net sales  increased
$2,374,000  or 14% as  compared  to the nine  months  ended  September  30, 1998
primarily due to the December 1998  acquisition of GME.  Gross margin  increased
$231,000 or 34% for the nine-month  period ended  September 30. 1999 as compared
to the nine-month  period ended September 30, 1998. Gross margin results for the
nine-month  period differ from the  experience of the  three-month  period ended
September 30, 1999 because sales to the  California dam project did not begin to
decline  until the third quarter  1999.  Equity in earnings from joint  ventures
decreased  $2,166,000  for the  nine-month  period ended  September  30, 1999 as
compared to the nine-month  period ended  September 30, 1998. The causes for the
decrease in equity in earnings from JV's for the  nine-month  period are similar
to those of the three-month  period referred to above. Of the $1,151,000 or 128%
increase  in general  and  administrative  expenses  for the nine  months  ended
September  30, 1999  compared  to the nine  months  ended  September  30,  1998,
$830,000 or 72% of the  increase is  represented  by the general  administrative
expenses of GME which was acquired in December  1998.  Additionally,  during the
nine month period ended  September 30, 1999, the Board directed the  expenditure
of  approximately  $150,000 for legal and other  expenses to improve the overall
position of  stockholders.  Other  expenses  increased  $171,000 or 228% for the
nine-months  ended  September  30,  1999 as compared to the same period in 1998.
Similar to the results of the  three-month  period ended September 30, 1999, the
Company's change from net investor to net borrower  represented  $160,000 or 94%
of the change in other expenses from the prior nine-month period.

                                     Page 8

<PAGE>

Liquidity and Capital Resources

         The Company  maintains a strong  balance  sheet with a current ratio of
2.9 to 1 as of September  30, 1999 compared to 2.1 to 1 as of December 31, 1998.
The Company had a ratio of total liabilities to stockholders' equity of .38 to 1
as of September  30, 1999 and .33 to 1 as of December 31, 1998.  On September 1,
1999, the Company  entered into a credit  agreement with a major U.S. bank for a
$4.5 million line of credit facility with sub-features that allow for borrowings
for  equipment  of up to $1.25  million  and for  letters  of credit of up to $1
million.  This new line of credit  carries an  interest  rate of prime  minus 1.
Because this credit facility  matures August 31, 2001, it has been classified as
long-term  debt which is the primary  cause of the  reduction  in the  Company's
current  portion  of  long-term  debt of  $755,000  from  December  31,  1998 to
September  30,  1999.  The Company  also  reclassified  $250,000 of a short-term
construction loan for a GME facility to a long-term mortgage note.

         Of the  $526,000  increase  in cash,  $215,000  or 41% of the  increase
results from the  consolidation of the accounts of GME, while $153,000 or 29% of
the increase results from income generated through  international trade sales by
the Company's wholly owned  subsidiary,  MSI Chemicals  (MSIC),  which maintains
bank accounts outside the U.S. for  reinvestment  into  international  ventures.
Accounts receivable decreased $446,000 or 7% from December 31, 1998 to September
30, 1999.  The decrease  was  expected  due to decreased  activity  during 1999;
however,  the  decrease  would  have  been  greater  had it  not  been  for  the
consolidation of the accounts receivable of GME, ODA and TBS for the nine months
ended September 30, 1999. The $819,000 increase in deposits consists principally
of tax refunds due from taxing authorities and other tax deposits. Again, due to
the Company's 51% ownership,  principles of consolidation  require the effect of
the  minority-interest  share of TBS's equity of $461,000 be eliminated from the
Company's  balance  sheet.  The  Company  increased  its  investment  in JV's by
$1,100,000,  with 75% or  $818,000  of the  increase  related  to the  Company's
projects in Kovdor,  Russia and in Ghana.  However,  funds were  provided to the
Company through distributed  earnings from JV's in the amount of $1,187,000 from
Cyanco.  The  Company's  use of cash for the purchase of plant and  equipment of
$2,970,000  consisted  primarily of the initial  consolidation  of TBS assets of
$1,235,000,  investment  in the  production  facility at ODA of $687,000,  fixed
asset purchases by GME (principally  delivery trucks) of $261,000,  the purchase
of two specialized emulsion vehicles for explosives operations for $391,000, and
the  purchase of  transport  trailers  and  production  line  equipment  for the
Company's West Virginia plant of $232,000.  Together these  purchases  represent
94% of the total  purchases  of plant and  equipment  from  December 31, 1998 to
September 30, 1999.  Depreciation  expense increased $355,000 or 61% to $936,000
for the nine months ended  September  30, 1999 compared to the nine months ended
September  30, 1998.  Long-term  debt  increased for the nine month period ended
September 31, 1999  primarily due to a $795,000  increase in the line of credit,
the reclassification of $662,000 of the line of credit from current to long-term
status,   the  initial   consolidation   of  $750,000  of  TBS  debt,   and  the
reclassification of the $250,000 mortgage at GME referred to above.

         In  management's  opinion,  the  capital  resources  of the Company are
adequate  to  finance  its  business   activity  assuming  that  the  political,
financial, and economic environment continue favorable to the mining industry at
large.  The effect of recent  falling  gold prices have  weakened  the cash flow
expectations  from  Cyanco in the  short-term  and weak  export coal prices have
weakened  near-term  cash  flow  expectations  for the  Colombian  and  Canadian
operations. Due to weak commodity prices world-wide,  some of the underdeveloped
countries in which the Company operates may continue having problems maintaining
hard currency  reserves,  such as in Uzbekistan and Ghana, which rely heavily on
hard currency inflow from gold exports. Furthermore, as the Company ramps up its
JV in TBS,  the ODA  accessories  plant and  continues  to acquire  niche market
opportunities,  cash flow in the  short-term  will have to be  partially  funded
through the use of credit facilities.  Consequently, the Company has had to rely
on lines of credit more than it has in the past few years. In the long term, the
results of operations should fund the capital needs of the Company as the mining
industry rebounds; however, the Company could continue being impacted by factors
such as political risks,  capital  availability,  emerging  markets,  changes in
taxation,  inflation,  and  foreign  exchange  fluctuations.  Consequently,  the
Company  cannot   determine  the  ultimate  effect  that  current  products  and
strategies will have on long-term net sales, earnings, or stock price.

                                     Page 9

<PAGE>




PART II.  OTHER INFORMATION


Item 6:  Exhibits and Reports on Form 8-K

         On May 19,  1999 the Board of  Directors  declared a dividend of common
stock  purchase  rights;  as a  result,  a Form 8-K was  filed on July 21,  1999
disclosing the Board action.  No additional  exhibits have been filed as part of
this report.

                                    Page 10

                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                       MINING SERVICES INTERNATIONAL CORPORATION
                                       -----------------------------------------
                                                        (Registrant)





            November 12,1999                        /s/ Lex L. Udy
            ----------------                        ----------------------------
              (Date)                                Lex L. Udy
                                                    Vice Chairman and Secretary



                                                    /s/ Duane W. Moss
                                                    ----------------------------
                                                    Duane W. Moss
                                                    Chief Financial Officer

                                    Page 11


<TABLE> <S> <C>

<ARTICLE>                            5
<LEGEND>
THIS SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM
THE FINANCIAL  STATEMENTS OF THE COMPANY AS FILED IN ITS 10-Q (ITEM 8)
FOR THE QUARTER ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                                                         <C>
<PERIOD-TYPE>                                             9-MOS
<FISCAL-YEAR-END>                                   DEC-31-2000
<PERIOD-END>                                        SEP-30-1999
<CASH>                                                  840,000
<SECURITIES>                                                  0
<RECEIVABLES>                                         5,641,000
<ALLOWANCES>                                             37,000
<INVENTORY>                                           1,662,000
<CURRENT-ASSETS>                                      9,420,000
<PP&E>                                               15,509,000
<DEPRECIATION>                                        7,109,000
<TOTAL-ASSETS>                                       34,294,000
<CURRENT-LIABILITIES>                                 3,271,000
<BONDS>                                               3,321,000
                                         0
                                                   0
<COMMON>                                                  7,000
<OTHER-SE>                                           24,425,000
<TOTAL-LIABILITY-AND-EQUITY>                         34,294,000
<SALES>                                              19,593,000
<TOTAL-REVENUES>                                     22,272,000
<CGS>                                                18,684,000
<TOTAL-COSTS>                                        21,322,000
<OTHER-EXPENSES>                                        (75,000)
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                      160,000
<INCOME-PRETAX>                                         854,000
<INCOME-TAX>                                            234,000
<INCOME-CONTINUING>                                     631,000
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                            631,000
<EPS-BASIC>                                              0.09
<EPS-DILUTED>                                              0.09


</TABLE>


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