-----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, FZICfs3Jh65/0VK5gl7LHwLh6twoSbWog2RWdQgRSQPUikgoz9C5aj+VlJylsZ/Y KyeR5Ej0nwh/QVkwRRy6ZA== 0000950134-00-004570.txt : 20000516 0000950134-00-004570.hdr.sgml : 20000516 ACCESSION NUMBER: 0000950134-00-004570 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS, MINERALS (NO PETROLEUM) [5050] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-17171 FILM NUMBER: 632121 BUSINESS ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 1210 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 9723877777 MAIL ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 1210 CITY: DALLAS STATE: TX ZIP: 75251 10-Q 1 FORM 10-Q FOR QUARTER ENDED MARCH 31, 2000 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X Quarterly report pursuant to Section 13 or 15(d) of the Securities - ------- Exchange Act of 1934 For the quarterly period ended March 31, 2000 or Transition report pursuant to Section 13 or 15(d) of the Securities - -------- Exchange Act of 1934 For the transition period from __________ to __________ Commission file number 0-17171 URANIUM RESOURCES, INC. (exact name of Registrant as specified in its Charter) DELAWARE 75-2212772 (State of Incorporation) (I.R.S. Employer Identification No.) 12750 MERIT DRIVE, SUITE 720, DALLAS, TEXAS 75251 (Address of principal executive offices, including zip code) (972) 387-7777 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ------- ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Title of Each Class of Common Stock Number of Shares Outstanding ----------------------------------- ---------------------------- Common Stock, $0.001 par value 14,520,366 as of May 10, 2000
- -------------------------------------------------------------------------------- 2 URANIUM RESOURCES, INC. 2000 FIRST QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS PART I -- FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - March 31, 2000 and December 31, 1999 (Unaudited) 3 Consolidated Statements of Operations - Three Months Ended March 31, 2000 and 1999 (Unaudited) 5 Consolidated Statements of Cash Flows - Three Months Ended March 31, 2000 and 1999 (Unaudited) 6 Notes to Consolidated Financial Statements - March 31, 2000 (Unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13 INDEX TO EXHIBITS E-1
2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS URANIUM RESOURCES, INC. CONSOLIDATED BALANCE SHEETS MARCH 31, 2000 AND DECEMBER 31, 1999 (NOTE 1) ASSETS (UNAUDITED)
March 31, December 31, ------------ ------------ 2000 1999 ------------ ------------ Current assets: Cash and cash equivalents $ 845,236 $ 493,567 Receivables, net 83,011 1,155,198 Uranium inventory -- 112,901 Materials and supplies inventory 67,619 70,319 Prepaid and other current assets 20,911 45,913 ------------ ------------ Total current assets 1,016,777 1,877,898 ------------ ------------ Property, plant and equipment, at cost: Uranium properties 99,159,584 99,400,677 Other property, plant and equipment 383,166 383,229 Less-accumulated depreciation and depletion (97,829,785) (97,578,333) ------------ ------------ Net property, plant and equipment 1,712,965 2,205,573 Long-term investment: Certificate of deposit, restricted 3,651,758 3,651,758 Other assets 4,299 4,299 ------------ ------------ $ 6,385,799 $ 7,739,528 ============ ============
The accompanying notes to financial statements are an integral part of these consolidated balance sheets. 3 4 URANIUM RESOURCES, INC. CONSOLIDATED BALANCE SHEETS MARCH 31, 2000 AND DECEMBER 31, 1999 (NOTE 1) LIABILITIES AND SHAREHOLDERS' EQUITY (UNAUDITED)
March 31, December 31, ------------ ------------ 2000 1999 ------------ ------------ Current liabilities: Accounts payable $ 287,865 $ 396,836 Notes payable -- 575,000 Accrued interest payable 2,492 2,336 Current portion of long-term debt 3,000 5,000 Royalties payable 60,437 64,922 Current portion of restoration reserve 83,000 83,000 Other accrued liabilities 243,080 164,646 ------------ ------------ Total current liabilities 679,874 1,291,740 ------------ ------------ Other long-term liabilities and deferred credits 6,200,478 6,474,680 Long-term debt, less current portion 450,515 6,372,208 Shareholders' equity: Common stock, $0.001 par value, shares authorized: 25,000,000 shares issued and outstanding (net of treasury shares): 2000 - 14,520,366 1999 - 12,341,290 14,673 12,494 Paid-in capital 47,032,653 40,737,736 Retained earnings (accumulated deficit) (47,982,976) (47,139,912) Less: Treasury stock (152,500 shares), at cost (9,418) (9,418) ------------ ------------ Total shareholders' equity (945,068) (6,399,100) ------------ ------------ $ 6,385,799 $ 7,739,528 ============ ============
The accompanying notes to financial statements are an integral part of these consolidated balance sheets. 4 5 URANIUM RESOURCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (NOTE 1) (UNAUDITED)
Three Months Ended March 31, ------------------------------- 2000 1999 ------------ ------------ Revenues: Uranium sales - Produced uranium $ 121,954 $ -- Purchased uranium 815,148 1,512 ------------ ------------ Uranium sales 937,102 1,512 Other uranium revenues 144,793 -- ------------ ------------ Total revenue 1,081,895 1,512 Costs and expenses: Cost of uranium sales - Direct cost of purchased uranium 799,850 -- Royalties 16,626 -- Operating expenses 359,195 449,328 Provision for restoration and reclamation costs 12,190 20,000 Depreciation and depletion 111,458 22,863 Writedown of uranium properties 193,925 -- ------------ ------------ Total cost of uranium sales 1,493,244 492,191 ------------ ------------ Loss from operations before corporate expenses (411,349) (490,679) Corporate expenses - General and administrative 451,114 491,947 Depreciation 5,567 6,080 ------------ ------------ Total corporate expenses 456,681 498,027 ------------ ------------ Loss from operations (868,030) (988,706) Other income (expense): Interest expense, net of capitalized interest (39,099) (39,935) Interest and other income, net 64,065 44,762 ------------ ------------ Total other income 24,966 4,827 ------------ ------------ Loss before federal income taxes (843,064) (983,879) Federal income tax benefit: Current -- -- Deferred -- (198,000) ------------ Net loss $ (843,064) $ (785,879) ============ ============ Net loss per common share and common equivalent (basic and diluted) $ (0.06) $ (0.07) ============ ============ Weighted average common shares and common equivalent shares per share data Basic 13,555,670 12,053,027 ============ ============ Diluted 13,555,670 12,053,027 ============ ============
The accompanying notes to financial statements are an integral part of these consolidated statements. 5 6 URANIUM RESOURCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (NOTE 1) (UNAUDITED)
March 31 ----------------------------- 2000 1999 ----------- ----------- Cash flows from operations: Net loss $ (843,064) $ (785,879) Reconciliation of net income to cash provided by operations- Provision for restoration and reclamation costs 12,190 20,000 Depreciation and depletion 117,025 28,943 Writedown of uranium properties 193,925 -- Credit for deferred income taxes -- (198,000) Decrease in restoration and reclamation accrual (27,909) (135,352) Other non-cash items, net 150,488 154,909 ----------- ----------- Cash flow used in operations, before changes in operating working capital items (397,345) (915,379) Effect of changes in operating working capital items- (Increase) decrease in receivables 1,072,187 1,475,604 (Increase) decrease in inventories 44,811 (390,817) (increase) decrease in prepaid and other current assets 294 (159,195) Increase (decrease) in payables and accrued liabilities (34,866) (1,119,701) ----------- ----------- Net cash provided by (used in) operations 685,081 (1,109,488) ----------- ----------- Investing activities: Increase in investments -- (2,432) (Additions to) proceeds from property, plant and equipment - Kingsville Dome (30,971) (70,403) Rosita (16,414) (26,371) Vasquez (36,329) (44,064) Alta Mesa -- (37) Churchrock (48,422) (244,878) Crownpoint 377,265 (285,584) Other property (1,480) (73,740) ----------- ----------- Net cash provided by (used in) investing activities 243,649 (747,509) ----------- ----------- Financing activities: Payments and refinancings of principal (577,061) (1,686,862) Proceeds from borrowings -- 500,000 ----------- ----------- Net cash used in financing activities (577,061) (1,186,862) ----------- ----------- Net increase (decrease) in cash and cash equivalents 351,669 (3,043,859) Cash and cash equivalents, beginning of period 493,567 3,713,566 ----------- ----------- Cash and cash equivalents, end of period $ 845,236 $ 669,707 =========== ===========
The accompanying notes to financial statements are an integral part of these consolidated statements. 6 7 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying statements should be read in conjunction with the unaudited financial statements included in the Company's 1999 Annual Report on Form 10-K. As a result of the Company not having an audit performed on its December 31, 1999 financial statements, the financial statements contained in this report have not been reviewed by the Company's independent public accountants. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 2000. 2. FUTURE OPERATIONS The financial statements of the Company have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Due to a continued period of depressed prices for uranium as compared to the Company's cost to produce uranium, the Company has generated operating losses in each of the last three years. Operating losses have continued during the first quarter of 2000. Such price declines have reduced the market price of uranium to levels that are currently below the Company's cost to produce uranium and below levels needed by the Company to obtain the necessary financing to allow development of new production areas at its South Texas sites. These factors raise substantial doubt concerning the ability of the Company to continue operating as a going concern. In 1999 and the first quarter of 2000 the Company monetized all of its remaining long-term uranium sales contracts and sold certain of its property and equipment to maintain a positive cash position. The Company has exhausted all of its available sources of cash to support continuing operations and will be unable to continue in business beyond June 2000 unless it can secure a cash infusion. If the Company is unable to secure such a cash infusion, it will consider all of its possible alternatives, including a possible filing in bankruptcy. During the fourth quarter of 1998 the Company began implementation of the shut-in and placement on stand-by of its Kingsville Dome and Rosita production facilities in response to these market conditions. Each production site was shut-in in the first quarter of 1999 but the Company maintained nominal production through July 1999 when the incremental production cost of operating exceeded the cost of purchasing uranium on the spot market. The Company will also require additional capital resources to fund the cost to resume production and to fund development of its undeveloped properties. There is no assurance the Company will be successful in raising such capital or that uranium prices will recover to levels which would enable the Company to operate profitably. If the Company is unsuccessful in these efforts the Company will cease to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon a recovery of uranium prices, its ability to restart its uranium production facilities and successfully produce uranium at economically feasible levels and its ability to successfully raise capital to support ongoing operations and future development efforts. 7 8 3. LONG-TERM DEBT/SHAREHOLDERS EQUITY LINDNER NOTE CONVERSION In February 2000, the Company converted $6,000,000 in debt and $344,000 in accrued interest into 2,111,478 shares of the Company's common stock related to the convertible note issued in May 1995 from Lindner Investments and Lindner Dividend Fund (the "Lindner Note"). In connection with the Lindner Note, the Company issued warrants to purchase up to 1,000,000 shares of the Company's common stock at $3.00 per share. Such warrants expire on May 31, 2000. CAPITALIZED INTEREST Interest capitalized in the three months ended March 31, 2000 and 1999 was $61,000 and $147,000, respectively. Total interest costs in these periods were $100,000 and $186,000, respectively. 4. URANIUM PROPERTIES PROPERTY REALIZABILITY The Company's near-term potential illiquidity has necessitated a reevaluation of the Company's method of valuing its uranium properties for accounting purposes as of December 31, 1999 and March 31, 2000. Prior to the fourth quarter of 1999, the Company had previously valued its uranium properties on a held for production basis, i.e., assuming that each property would be ultimately placed into production. Because of the Company's potential illiquidity, the Company has determined that it should value these properties on a held for sale basis. On a held for sale basis the Company has determined that the discounted cash flow method is the most reasonable method for valuing the properties, because of the lack of any data on sales of comparable properties or any other method that is reasonably available. For the three months ended March 31, 2000 this valuation method had the effect of expensing the capital costs incurred on the Company's uranium properties. Such costs totaled $202,000 during the quarter. CROWNPOINT UNIT I PROPERTY The Company had mineral leases on nine separate parcels of land in northwest New Mexico with Navajo allotees who are the beneficial owners of the surface and mineral rights. The leases have been and are subject to approval by the Bureau of Indian Affairs (the "BIA"). Such approval had not been received at December 31, 1999 and the Company requested the return of escrowed funds for six of the Unit I leases which require additional efforts to complete the leasing process. In March 2000, the Company received funds totaling $440,000 related to these six leases. This transaction resulted in the writedown of the carrying value of the Company's uranium properties of $440,000 in the first quarter of 2000. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Statements This Item 2 contains "forward-looking statements" which are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, statements relating to liquidity, financing of operations, continued volatility of uranium prices, estimates of future capital expenditures, proved undeveloped reserves and other such matters. The words "believes," "expects," "projects," "targets," or "estimates" and similar expressions identify forward-looking statements. The Company does not undertake to update, revise or correct any of the forward-looking information. Readers are cautioned that such forward-looking statements should be read in conjunction with the Company's disclosures under the heading: "Cautionary Statement for the Purposes of the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of 1995" in the Company's 1999 Annual Report on Form 10-K. 8 9 GOING CONCERN/UNCERTAIN FUTURE OPERATIONS The Company ceased production activities in 1999 at both of its two producing properties because of depressed uranium prices. In 1999 and the first quarter of 2000 the Company monetized all of its remaining long-term uranium sales contracts and sold certain of its property and equipment to maintain a positive cash position. The Company has exhausted all of its available sources of cash to support continuing operations and will be unable to continue in business beyond June 2000 unless it can secure a cash infusion. If the Company is unable to secure such a cash infusion, it will consider all of its possible alternatives, including a possible filing in bankruptcy. CAPITAL RESOURCES AND LIQUIDITY Operating Cash Flows and Liquidity For the quarter ended March 31, 2000, the Company's cash and cash equivalents were $845,000 an increase of $352,000 as compared to a decrease of $3,044,000 for the first quarter of 1999. The Company's uranium operations provided cash flow from operations of $685,000 for the quarter ended March 31, 2000, in comparison to cash flow used in operations in the same period in 1999 of $1,109,000. The Company's net working capital at March 31, 2000 was $337,000. As a result of the volatility of spot prices in the uranium marketplace, the Company shut-in and placed on stand-by its two South Texas facilities in the first quarter of 1999. Nominal production from these sites continued through July 1999 until their incremental production costs exceeded the cost of purchasing uranium in the marketplace. The Company continues to maintain certain activities at these locations including its ongoing groundwater restoration efforts. Investing Cash Flows South Texas Projects During the three months ending March 31, 2000, development expenditures at the Company's South Texas locations totaled $84,000. Capital expenditures in 2000 for these properties is expected to be minimal. The Company will require additional sources of funding in 2000 to fund its operating activities including those at the Kingsville Dome and Rosita locations. New Mexico Projects Capital expenditures at the Company's Churchrock and Crownpoint projects for permitting and land holding costs totaled approximately $112,000 for the three months ending March 31, 2000 compared to costs of $530,000 for the first quarter of 1999. Capital expenditures in 2000 for these properties is expected to be minimal. In March 2000, the Company received $440,000 in escrowed funds related to certain of the Company's Crownpoint Unit I properties. Financing Cash Flows In July 1999, the Company extended its revolving credit facility through July 2000. This facility is secured by the Company's uranium inventory and/or by receivables from its uranium sales contracts. Principal and interest payments under the loan are due monthly, with interest on the loan accruing at the prime rate plus 1%. Principal advances, outstanding under the facility totaled $575,000 at December 31, 1999 and such amount was repaid in the first quarter of 2000. At March 31, 2000, the Company had monetized all of its uranium sales contracts and uranium inventories. Without these underlying assets the Company is unable to draw on the credit facility or utilize it as a source of working capital. 9 10 ENVIRONMENTAL ASPECTS The Company utilizes ISL solution mining technology as its only mining method. Unlike conventional uranium mining companies, the Company's mining technology does not create "tailings". Nevertheless, the Company is highly regulated. Its primary environmental costs to date have been related to obtaining and complying with environmental mining permits and, once mining is completed, the reclamation and restoration of the surface areas and underground water quality to a condition consistent with applicable requirements. Accruals for the estimated future cost of such activities are made on a per-pound basis as part of production costs. See the Consolidated Statements of Operations for the applicable provisions for such future costs. See also Note 1 - "Restoration and Reclamation Costs" of Notes to Consolidated Financial Statements in the Company's Form 10-K as of December 31, 1999. RESULTS OF OPERATIONS Revenues, earnings from operations and net income for the Company can fluctuate significantly on a quarter to quarter basis during the year because of the timing of deliveries requested by its utility customers. Accordingly, operating results for any quarter or year-to-date period are not necessarily comparable and may not be indicative of the results which may be expected for future quarters or for the entire year. Three Months Ended March 31, 2000 and 1999 The following is a summary of the key operational and financial statistics related to the Results of Operations:
Three Months Ended March 31, ----------------------- 2000 1999 --------- -------- (In thousands, except per pound data) Uranium sales revenue $ 937 $ -- Other uranium revenues $ 145 $ -- Total pounds delivered 98 -- Average sales price/pound $ 9.58 N/A Pounds produced -- 68 Pounds purchased 85 -- Average production cost of produced pounds(a) N/A $ 12.68 Average cost of purchased pounds $ 9.41 N/A Average cost of produced pounds sold (b) N/A Average cost of purchased pounds sold $ 9.41 N/A
(a) Production costs 1999 exclude approximately $273,000 in fixed "stand-by" costs incurred at the South Texas sites related to the transition from an operating to a stand-by mode in the first quarter of 1999. The incremental cash cost of production (costs incurred in addition to those required to maintain the projects while in a stand-by mode) in the first quarter was approximately $8.90 per pound. (b) The Company ceased uranium production operations in the first quarter of 1999 when its South Texas projects were placed on stand-by. Costs while on stand-by are expensed to operating expenses as they are incurred. A nominal amount of production has occurred while the projects have been on stand-by, the inventory resulting from such incidental production was valued at the spot market cost. 10 11 The Company delivered 98,000 pounds of uranium in the first quarter of 2000. The Company does not have any remaining deliveries scheduled for the balance of 2000 or beyond. No uranium deliveries were made in the first quarter of 1999. Details of the cost of uranium sales were as follows:
Three Months Ended March 31, -------------------- 2000 1999 ------- ------- (In thousands) Cost of purchased uranium $ 800 $ -- Royalties 17 -- Operating expenses 359 449 Provision for restoration and reclamation costs 12 20 Depreciation and depletion of uranium properties 112 23 Writedown of uranium properties 202 -- ------- ------ Total cost of uranium sales $ 1,501 $ 492 ======= ======
The Company placed its South Texas production facilities on stand-by in the first quarter of 1999 but maintained nominal production until the incremental cost of production exceeded the cost of purchasing uranium in the spot market. All production activities ceased in July 1999. Total production in the first quarter of 1999 was 68,000 pounds. The average per pound production cost for the first quarter of 1999 was $12.68. Excluded from the 1999 production costs were approximately $273,000 of stand-by related costs. The incremental cash cost of production in the first quarter was approximately $8.90 per pound. Operating expenses in the first quarter of 2000 resulted from the sale in uranium inventory ($43,000) and stand-by related costs ($316,000). Operating expenses in the first quarter of 1999 resulted from a lower of cost or market adjustment applied to the Company's inventory at March 31, 1999. The carrying value of its inventory at March 31, 1999 was $13.01. The provision for restoration and reclamation in the first three months ended March 31, 2000 was $12,000, compared to $20,000 for 1999. The depreciation and depletion provision in the quarter ended March 31, 2000 was $111,000 compared to $23,000 in the first quarter of 1999. The Company incurred royalties from production sold in the first quarter of 2000 of $17,000. No royalty expense was incurred in the first quarter of 1999. Uranium purchases were made in the first quarter of 2000 at $9.41 per pound. No such purchases were made in the same quarter ended March 31, 1999 Corporate expenses consisting of general and administrative ("G&A") expenses decreased to $457,000 in the first quarter of 2000 from $498,000 in the first quarter of 1999. The lower G&A costs in 2000 reflect the continued focus on reducing costs throughout all corporate levels and activities. YEAR 2000 READINESS The Company currently utilizes computer software in the management of its operations and in accounting for its operating results that could be affected by the date change in the year 2000 (the "Y2K issue"). All critical information technology software and systems utilized by the Company has been purchased from and are supported by third party vendors. The Company has conducted a review of the potential impact of the year 2000 on such systems, and concluded that it would not encounter significant operational or financial costs related to compliance with this issue. The Company did not incur any adverse impact related to the changeover to the year 2000. 11 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES. None ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None 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. (a) Exhibits See the Index to Exhibits on page E-1 for a listing of the exhibits that are filed as part of this Quarterly Report. (b) Reports on Form 8-K The Company filed a Current Report on Form 8-K on March 31, 2000 reporting under Item 5 the Company's liquidity position and its requirement for additional time to file its 1999 Annual Report on Form 10-K. 12 13 SIGNATURES Pursuant to the requirements 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. URANIUM RESOURCES, INC. Dated: May 12, 2000 By: /s/ Paul K. Willmott --------------------------------------- Paul K. Willmott Director, President and Chief Executive Officer Dated: May 12, 2000 By: /s/ Thomas H. Ehrlich --------------------------------------- Thomas H. Ehrlich Vice President - Finance and Chief Financial Officer (Principal Financial and Accounting Officer) 13 14 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 3.1* Restated Certificate of Incorporation of the Company, as amended (filed with the Company's Annual Report on Form 10-K dated March 27, 1997). 3.2* Restated Bylaws of the Company (filed with the Company's Form S-3 Registration No. 333-17875 on December 16, 1996). 4.1* Registration Rights Agreement dated March 25, 1997 between the Company and Santa Fe Pacific Gold Corporation (filed with the Company's Annual Report on Form 10-K dated March 27, 1997). 10.1* Amended and Restated Directors Stock Option Plan (filed with the Company's Form S-8 Registration No. 333-00349 on January 22, 1996). 10.2* Amended and Restated Employee's Stock Option Plan (filed with the Company's Form S-8 Registration No. 333-00403 on January 22, 1996). 10.3* 1995 Stock Incentive Plan (filed with the Company's Form S-8 Registration No. 333-00405 on January 22, 1996). 10.4* Non-Qualified Stock Option Agreement dated August 16, 1995, between the Company and Leland O. Erdahl (filed with the Company's Annual Report on Form 10-K dated March 27, 1996). 10.5* Non-Qualified Stock Option Agreement dated May 25, 1995, between the Company and George R. Ireland (filed with the Company's Annual Report on Form 10-K dated March 27, 1996). 10.6* Summary of Supplemental Health Care Plan (filed with Amendment No. 1 to the Company's Form S-1 Registration Statement (File No. 33-32754) as filed with the Securities and Exchange Commission on February 20, 1990). 10.7* Note and Warrant Purchase Agreement entered into May 25, 1995 by and among Lindner Investments, Lindner Dividend Fund and the Company (filed with the Company's Current Report on Form 8-K dated May 25, 1995). 10.8* Loan Agreement entered into June 18, 1996 by and between Lindner Dividend Fund and the Company (filed with the Company's Annual Report on Form 10-K dated March 27, 1997). 10.9* Agreement of Santa Fe Pacific Gold Corporation as Uranco, Inc. Shareholder with the Company and Guarantee of the Company dated as of March 25, 1997 (filed with the Company's Annual Report on Form 10-K dated March 27, 1997).(1) 10.10* Stock Exchange Agreement and Plan of Reorganization dated as of March 25, 1997 (filed with the Company's Annual Report on Form 10-K dated March 27, 1997). 10.11* License to Explore and Option to Purchase dated March 21, 1997 between Santa Fe Pacific Gold Corporation and Uranco, Inc. (filed with the Company's Annual Report on Form 10-K dated March 27, 1997).(1)
15
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 10.12* Amendment #1 to Nonqualified Stock Option Agreement dated November 17, 1997 between the Company and Leland O. Erdahl (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.13* Amendment #1 to Nonqualified Stock Option Agreement dated November 17, 1997 between the Company and George R. Ireland (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.14* Compensation Agreement dated June 2, 1997 between the Company and Paul K. Willmott (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.15* Compensation Agreement dated June 2, 1997 between the Company and Richard A. Van Horn (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.16* Compensation Agreement dated June 2, 1997 between the Company and Thomas H. Ehrlich (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.17* Compensation Agreement dated June 2, 1997 between the Company and Mark S. Pelizza (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.18* Warrant to Purchase Common Stock for 625,000 shares dated March 23, 1998 between the Company and Lindner Investments (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.19* Warrant to Purchase Common Stock for 325,000 shares dated March 23, 1998 between the Company and Lindner Investments (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.20* Uranium Resources, Inc. 1999 Deferred Compensation Plan (filed with the Company's Annual Report on From 10-K dated March 31, 1999). 10.21* Certificate of Incorporation dated June 22, 1999 (filed with the Company's Quarterly Report on Form 10-Q dated August 12, 1999). 10.22* Note Exchange Agreement dated June 30,1999 between the Company and Lindner Investments (filed with the Company's Quarterly Report on Form 10-Q dated August 12, 1999). 10.23* 6.5% Secured Convertible Note for $1,500,000 dated June 30, 1999 between the Company and Lindner Investments (filed with the Company's Quarterly Report on Form 10-Q dated August 12, 1999). 10.24* 6.5% Secured Convertible Note for $4,500,000 dated June 30, 1999 between the Company and Lindner Investments (filed with the Company's Quarterly Report on Form 10-Q dated August 12, 1999). 27.1 Financial Schedule.
*Incorporated by reference pursuant to Rule 12b-32 under the Securities and Exchange Act of 1934, as amended. EX-27.1 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1999 MAR-31-2000 845,236 0 83,011 0 88,530 1,016,777 99,542,750 (97,829,785) 6,385,799 679,874 450,515 0 0 14,673 (959,741) 6,385,799 937,102 1,081,895 1,493,244 1,949,925 0 0 39,099 (843,064) 0 (843,064) 0 0 0 (843,064) (0.06) (0.06)
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