-----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, PUBDH0XrPLBrf7PL9WplPnAKw/+1K+3ZI2bO/iTwqiu3fZdjssGNjDtvvjlADHSM 2nVIwDE1poiAipibgMyXJQ== /in/edgar/work/0000950134-00-009533/0000950134-00-009533.txt : 20001114 0000950134-00-009533.hdr.sgml : 20001114 ACCESSION NUMBER: 0000950134-00-009533 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: [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: 761346 BUSINESS ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 9723877777 MAIL ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 10-Q 1 d81816e10-q.txt FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 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 September 30, 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 22,740,366 as of November 13, 2000 - -------------------------------------------------------------------------------- 2 URANIUM RESOURCES, INC. 2000 THIRD QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - September 30, 2000 and December 31, 1999 (Unaudited) 3 Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2000 and 1999 (Unaudited) 5 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2000 and 1999 (Unaudited) 6 Notes to Consolidated Financial Statements - September 30, 2000 (Unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14 INDEX TO EXHIBITS E-1
2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS URANIUM RESOURCES, INC. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 (NOTE 1) ASSETS (UNAUDITED)
September 30, December 31, ------------ -------------- 2000 1999 ------------ -------------- Current assets: Cash and cash equivalents $ 512,438 $ 493,567 Receivables, net 21,110 1,155,198 Uranium inventory -- 112,901 Materials and supplies inventory 64,366 70,319 Prepaid and other current assets 18,320 45,913 ------------ ------------ Total current assets 616,234 1,877,898 ------------ ------------ Property, plant and equipment, at cost: Uranium properties 99,442,824 99,400,677 Other property, plant and equipment 383,166 383,229 Less-accumulated depreciation and depletion (98,188,866) (97,578,333) ------------ ------------ Net property, plant and equipment 1,637,124 2,205,573 Long-term investment: Certificate of deposit, restricted 3,392,628 3,651,758 Other assets 4,299 4,299 ------------ ------------ $ 5,650,285 $ 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 SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 (NOTE 1) LIABILITIES AND SHAREHOLDERS' EQUITY (UNAUDITED)
September 30, December 31, ------------- ------------- 2000 1999 ------------- ------------- Current liabilities: Accounts payable $ 282,449 $ 396,836 Notes payable -- 575,000 Accrued interest payable -- 2,336 Current portion of long-term debt 701 5,000 Royalties payable -- 64,922 Current portion of restoration reserve 83,000 83,000 Other accrued liabilities 256,375 164,646 ------------ ------------ Total current liabilities 622,525 1,291,740 ------------ ------------ Other long-term liabilities and deferred credits 5,351,403 6,474,680 Long-term debt, less current portion 585,000 6,372,208 Shareholders' equity: Common stock, $0.001 par value, shares authorized: 35,000,000; shares issued and outstanding (net of treasury shares): 2000 - 22,740,366; 1999 - 12,341,290 22,893 12,494 Paid-in capital 48,240,477 40,737,736 Retained earnings (accumulated deficit) (49,162,595) (47,139,912) Less: Treasury stock (152,500 shares), at cost (9,418) (9,418) ------------ ------------ Total shareholders' equity (908,643) (6,399,100) ------------ ------------ $ 5,650,285 $ 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (NOTE 1) (UNAUDITED)
Three Months Ended Nine Months Ended September 30, September 30, -------------------------------- -------------------------------- 2000 1999 2000 1999 -------------- -------------- -------------- -------------- Revenues: Uranium sales - Produced uranium $ -- $ 2,092,244 $ 121,954 $ 3,128,594 Purchased uranium -- 1,036,350 815,148 1,037,862 -------------- -------------- -------------- -------------- Uranium sales -- 3,128,594 937,102 4,166,456 Other uranium revenues -- 1,289,600 144,793 1,289,600 -------------- -------------- -------------- -------------- Total revenue -- 4,418,194 1,081,895 5,456,056 Costs and expenses: Cost of uranium sales - Direct cost of purchased uranium -- 2,500,046 799,850 2,500,046 Royalties -- 9,000 16,626 66,234 Operating expenses 32,877 417,979 650,056 2,125,599 Provision for restoration and reclamation costs -- 16,440 12,297 152,383 Depreciation and depletion 24,985 118,930 180,912 468,107 Writedown of uranium properties 195,463 -- 470,186 -- -------------- -------------- -------------- -------------- Total cost of uranium sales 253,325 3,062,395 2,129,927 5,312,369 -------------- -------------- -------------- -------------- Earnings (loss) from operations before corporate expenses (253,325) 1,355,799 (1,048,032) 143,687 Corporate expenses - General and administrative 343,682 498,000 1,157,961 1,491,639 Depreciation 6,483 6,011 18,039 18,954 -------------- -------------- -------------- -------------- Total corporate expenses 350,165 504,011 1,176,000 1,510,593 -------------- -------------- -------------- -------------- Earnings (loss) from operations (603,490) 851,788 (2,224,032) (1,366,906) Other income (expense): Interest expense, net of capitalized interest (32,510) (38,514) (86,252) (115,358) Interest and other income, net 55,499 158,705 287,601 263,511 -------------- -------------- -------------- -------------- Total other income 22,989 120,191 201,349 148,153 -------------- -------------- -------------- -------------- Earnings (loss) before federal income taxes (580,501) 971,979 (2,022,683) (1,218,753) Federal income tax expense (benefit): Deferred -- 19,810 -- (244,000) -------------- -------------- -------------- -------------- Net income (loss) $ (580,501) $ 952,169 $ (2,022,683) $ (974,753) ============== ============== ============== ============== Net income (loss) per common share and common equivalent (basic and diluted) $ (0.03) $ 0.08 $ (0.13) $ (0.08) ============== ============== ============== ============== Weighted average common shares and common equivalent shares per share data: Basic 18,451,670 12,257,310 15,519,974 12,122,614 ============== ============== ============== ============== Diluted 18,451,670 12,257,310 15,519,974 12,122,614 ============== ============== ============== ==============
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 NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (NOTE 1) (UNAUDITED)
September 30, --------------------------- 2000 1999 ----------- ----------- Cash flows from operations: Net loss $(2,022,683) $ (974,753) Reconciliation of net income to cash provided by operations- Provision for restoration and reclamation costs 12,297 152,383 Depreciation and depletion 198,951 487,061 Writedown of uranium properties 470,186 -- Credit for deferred income taxes -- (244,000) Decrease in restoration and reclamation accrual (412,031) (330,045) Other non-cash items, net 178,552 1,209,572 ----------- ----------- Cash flow provided by (used in) operations, before changes in operating working capital items (1,574,728) 300,218 Effect of changes in operating working capital items- Decrease in receivables 1,134,088 1,398,760 (Increase) decrease in inventories 48,064 (208,318) Increase in prepaid and other current assets (1,614) (149,007) Decrease in payables and accrued liabilities (89,916) (1,836,010) ----------- ----------- Net cash used in operations (484,106) (494,357) ----------- ----------- Investing activities: (Increase) decrease in investments 259,130 (2,432) (Additions to) proceeds from property, plant and equipment - Kingsville Dome 69,573 (125,170) Rosita (111,290) (59,622) Vasquez (40,043) (50,656) Alta Mesa -- (33,724) Churchrock (92,782) (558,361) Crownpoint 265,279 (741,598) Other property (17,015) (191,221) ----------- ----------- Net cash provided by (used in) investing activities 332,852 (1,762,784) ----------- ----------- Financing activities: Proceeds from borrowings -- 2,150,000 Payments and refinancings of principal (579,875) (3,390,883) Issuance of common stock and warrants, net 750,000 -- ----------- ----------- Net cash provided by (used in) investing activities 170,125 (1,240,883) ----------- ----------- Net increase (decrease) in cash and cash equivalents 18,871 (3,498,024) Cash and cash equivalents, beginning of period 493,567 3,713,566 ----------- ----------- Cash and cash equivalents, end of period $ 512,438 $ 215,542 =========== ===========
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 and nine months ended September 30, 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 and during the first three quarters of 2000. 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 market price of uranium is currently below the Company's cost to produce uranium and the price needed to obtain the necessary financing to allow development of new production areas at the Company's South Texas sites. In 1999 and the first three quarters 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. In August, the Company raised $750,000 of equity by the issuance of 7.5 million shares of Common Stock at $0.10 per share to a group of private investors. In October 2000, the Company entered into an agreement with Texas regulatory authorities and the Company's bonding company that provides the Company access to up to $2.3 million of Company funds pledged to secure the Company's restoration bonds. Approximately $820,000 has been released to the Company to date. The funds are being used by the Company to perform restoration at the Company's Kingsville Dome and Rosita mine sites in South Texas. The term of the agreement is expected to run through the end of 2001. The Company's current cash position is approximately $600,000, an amount sufficient to permit the company to remain operating through February 2001. The Company will require additional capital to permit it to operate thereafter. These factors raise substantial doubt concerning the ability of the Company to continue operating as a going concern. The Company will also require additional capital resources to fund the cost to resume production and to fund development of its undeveloped properties in the event that the market price of uranium should increase to profitable levels. 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. 7 8 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. 3. LONG-TERM DEBT/SHAREHOLDERS' EQUITY EQUITY INFUSION In August, the Company raised $750,000 of equity by the issuance of 7.5 million shares of Common Stock at $0.10 per share to a group of private investors. The investors were also issued five-year warrants to purchase an aggregate of 5,475,000 shares of Common Stock at an exercise price of $0.20 per share. STOCK OPTION GRANTS The Company granted the right to its directors and certain key employees to convert $186,756 of previously deferred compensation into shares of Common Stock at $0.20 per share. These persons will also continue to defer a portion of their compensation and will be entitled to convert that deferred compensation into shares of Common Stock at $0.20 per share. The Company will also issue certain key employees stock options to acquire a total of 2.25 million shares of Common Stock at $0.20 per share, subject to stockholder approval. In addition, the Company will allow holders of current outstanding options covering 892,782 shares of Common Stock at prices ranging from $0.25 per share to $17.00 per share to surrender these options for new options with an option price of $0.20 per share. SETTLEMENT OF REGULATORY COUNSEL INDEBTEDNESS The Company also reached a compromise with its regulatory counsel settling an outstanding indebtedness of approximately $566,000 for a payment of $100,000 in cash, the assignment of certain claims, the issuance of 720,000 shares of Common Stock and an agreement to issue up to an additional 200,000 shares upon the occurrence of certain events. SETTLEMENT OF OUTSTANDING CLAIMS In July 2000 the Company finalized the settlement with the Liquidating Trustee in connection with the bankruptcy of Oren L. Benton and certain of his affiliated companies. Under the settlement, the Trustee released the Company from approximately $1.6 million in claims in exchange for the Company releasing certain claims, assigning certain claims to the Trustee and the issuance of a $135,000 promissory note. The promissory note requires no payments until maturity on July 17, 2005 and is convertible by the Trustee into shares of Common Stock at $0.75 per share. The note is secured by a deed of trust covering the Company's Kingsville Dome and Rosita properties. 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 to 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 expired unexercised on May 31, 2000. CAPITALIZED INTEREST Interest capitalized in the nine months ended September 30, 2000 and 1999 was $61,000 and $462,000, respectively. Total interest costs in these periods were $147,000 and $577,000, respectively. 8 9 4. URANIUM PROPERTIES PROPERTY REALIZABILITY The Company's potential illiquidity necessitated a reevaluation of the Company's method of valuing its uranium properties for accounting purposes during the fourth quarter of 1999. 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 determined that it should value these properties on a held for sale basis using the discounted cash flow method. Under this method, for the nine months ended September 30, 2000, the Company expensed $470,000 of capital costs incurred on the Company's uranium properties. 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. 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. In August, the Company raised $750,000 of equity by the issuance of 7.5 million shares of Common Stock at $0.10 per share to a group of private investors. The investors were also issued five-year warrants to purchase an aggregate of 5,475,000 shares of Common Stock at an exercise price of $0.20 per share. In October 2000 the Company signed an agreement with Texas regulatory authorities and the Company's bonding company that provides the Company access to up to $2.3 million of Company funds pledged to secure the Company's restoration bonds. Approximately $820,000 has been released to the Company to date under the letter of intent. The funds are being used by the Company to perform restoration at the Company's Kingsville Dome and Rosita mine sites in South Texas. The term of the agreement is expected to run through the end of 2001. The funding from the equity infusion and the agreement with the Texas regulatory authorities should provide the Company with the resources to remain operating through February 2001. It will be necessary, however, to obtain additional funds for the Company to continue operating thereafter. Efforts to obtain such additional funding is ongoing. 9 10 CAPITAL RESOURCES AND LIQUIDITY Operating Cash Flows and Liquidity For the quarter ended September 30, 2000, the Company's cash and cash equivalents of $512,000 represented an increase of $16,000 for the quarter. This compares to a decrease of $131,000 for the third quarter of 1999. The Company's uranium operations used cash flow from operations of $741,000 for the quarter ended September 30, 2000, in comparison to cash flow generated from operations in the same period in 1999 of $632,000. The Company's net working capital at September 30, 2000 was a negative $6,000. 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 nine months ending September 30, 2000, capitalized expenditures at the Company's South Texas locations totaled $244,000. Also during this period, the Company sold a parcel of land at Kingsville Dome which generated $162,000 of cash to the Company. Capital expenditures for the balance of 2000 for these properties is expected to be minimal. The Company will require additional sources of funding in 2000 and 2001 to fund its 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 $268,000 for the nine months ending September 30, 2000 compared to costs of $1,300,000 for the first nine months of 1999. Capital expenditures for the remainder of 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 was unable to draw on the credit facility or utilize it as a source of working capital, and terminated the agreement in the second quarter of 2000. 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 - 10 11 "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 and Nine Months Ended September 30, 2000 and 1999 The following is a summary of the key operational and financial statistics related to the Results of Operations:
Three Months Ended Nine Months Ended September 30, September 30, ----------------------- ----------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- (In thousands, except per pound data) Uranium sales revenue $ -- $ 3,129 $ 937 $ 4,166 Other uranium revenues -- 1,290 145 1,290 Total pounds delivered -- 235 98 305 Average sales price/pound N/A $ 13.29 $ 9.58 $ 13.64 Pounds produced -- 3 -- 107 Pounds purchased -- 274 85 274 Average production cost of produced pounds N/A (a) N/A (a) Average cost of purchased pounds N/A $ 10.59 $ 9.41 $ 10.59 Average cost of produced pounds sold N/A N/A N/A $ 13.01 Average cost of purchased pounds sold N/A $ 10.62 $ 9.41 $ 10.62
(a) 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 cost of obtaining uranium in the spot market. 11 12 The Company delivered 98,000 pounds of uranium in the first quarter of 2000, and does not have any remaining deliveries scheduled for the balance of 2000 or beyond. The Company delivered 305,000 pounds of uranium in the first nine months of 1999 at an average sales price of $13.64 per pound. Details of the cost of uranium sales were as follows:
Three Months Ended Nine Months Ended September 30, September 30, ------------------------ ------------------------ 2000 1999 2000 1999 ---------- ---------- ---------- ---------- (In thousands) (In thousands) Cost of purchased uranium $ -- $ 2,500 $ 800 $ 2,500 Royalties -- 9 17 66 Operating expenses 33 418 650 2,126 Provision for restoration and reclamation costs -- 16 12 152 Depreciation and depletion of uranium properties 25 119 181 468 Writedown of uranium properties 195 -- 470 -- ---------- ---------- ---------- ---------- Total cost of uranium sales $ 253 $ 3,062 $ 2,130 $ 5,312 ========== ========== ========== ==========
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 nine months of 1999 was 107,000 pounds. Operating expenses in the first nine months of 2000 consisted of the sale in uranium inventory ($42,000) and restoration costs ($608,000). Operating expenses in the first nine months of 1999 were $2,126,000 and consisted of stand-by costs ($1,131,000), production sold ($572,000 or $8.17 per pound) and a lower of cost or market inventory adjustment ($423,000). The provision for restoration and reclamation in the first nine months of 2000 was $12,000, compared to $152,000 for 1999. Such amount in 1999 consisted of $66,000 ($0.94 per pound) for production sold and $86,000 for restoration related to a previous production site. The depreciation and depletion provision in the nine months ended September 30, 2000 was $181,000 compared to $468,000 in the first nine months of 1999. The 1999 amount consisted of $273,000 ($3.90 per pound) for produced uranium sold and $195,000 for depreciation while on stand-by. The Company incurred royalties from production sold in the first nine months of 2000 of $17,000. Royalty expense in the first nine months of 1999 was $66,000. Uranium purchases were made in the first nine months of 2000 consisting of 85,000 pounds at $9.41 per pound. Uranium purchases were made in the first nine months of 1999 consisting of 274,000 pounds at an average cost of $10.59 per pound. Corporate expenses consisting of general and administrative ("G&A") expenses decreased to $1,176,000 in the first nine months of 2000 from $1,511,000 in the first nine months of 1999. The lower G&A costs in 2000 reflect the continued focus on reducing costs throughout all corporate levels and activities. 12 13 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 August 22, 2000 reporting under Item 5 the closing of an equity infusion to the Company of $730,000, the granting to key employees the right to convert deferred compensation into Common Stock of the Company, the settlement of outstanding indebtedness with the Company's regulatory counsel and the settlement of certain other claims through the issuance of a promissory note and the assignment and release of certain claims. 13 14 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: November 13, 2000 By: /s/ Paul K. Willmott ------------------------------- Paul K. Willmott Director, President and Chief Executive Officer Dated: November 13, 2000 By: /s/ Thomas H. Ehrlich ------------------------------- Thomas H. Ehrlich Vice President - Finance and Chief Financial Officer (Principal Financial and Accounting Officer) 14 15 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* Certificate Amendment to the Certificate of Incorporation dated June 22, 1999 (filed with the Company's Quarterly Report on Form 10-Q dated August 12, 1999). 3.3* 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* 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) 10.8* 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). 10.9* 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) 10.10* 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).
E-1 16
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 10.11* 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). 10.12* 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). 10.13* 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). 10.14* 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). 10.15* 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). 10.16* Uranium Resources, Inc. 1999 Deferred Compensation Plan (filed with the Company's Annual Report on Form 10-K dated March 31, 1999). 10.21* 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). 27.1 Financial Schedule.
*Incorporated by reference pursuant to Rule 12b-32 under the Securities and Exchange Act of 1934, as amended. E-2 EX-27 2 d81816ex27.txt FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-2000 SEP-30-2000 512,438 0 21,110 0 64,366 616,234 99,825,990 (98,188,866) 5,650,285 622,525 585,000 0 0 22,893 (931,536) 5,650,285 937,102 1,081,895 2,129,927 3,305,927 0 0 (86,252) (2,022,683) 0 (2,022,683) 0 0 0 (2,022,683) (0.13) (0.13)
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