-----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, U+xLG3YB3XMrc09YP/I+ZHLitAR3WRsWZiNeP6Yq/OBz6oU6xppoyzVCWnkEVPLF LI8fS5EWrg3a0V97gBFCMg== 0000950134-01-505156.txt : 20010814 0000950134-01-505156.hdr.sgml : 20010814 ACCESSION NUMBER: 0000950134-01-505156 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010813 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: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17171 FILM NUMBER: 1706297 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 10QSB/A 1 d89729e10qsba.txt AMENDMENT NO. 1 TO FORM 10-Q 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSBA X Quarterly report pursuant to Section 13 or 15(d) of the Securities - ----- Exchange Act of 1934 For the quarterly period ended March 31, 2001 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 Small Business Issuer as Specified in Its Charter) DELAWARE 75-2212772 (State of Incorporation) (I.R.S. Employer Identification No.) 650 S. EDMONDS LANE, SUITE 108, LEWISVILLE, TEXAS 75067 (Address of Principal Executive Offices) (972) 219-3330 (Issuer's Telephone Number, Including Area Code) 650 S. Edmonds Land, Suite 108, Lewisville, Texas 75067 (Former Address if Changed From Last Report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 No X ----------- ----------- 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 48,992,278 as of August 10, 2001 - -------------------------------------------------------------------------------- 2 URANIUM RESOURCES, INC. 2001 FIRST QUARTERLY REPORT ON FORM 10-QSB TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements 3 March 31, 2001 (Unaudited) and December 31, 2000 3 Consolidated Statements of Operations - Three Months Ended March 31, 2001 and 2000 (Unaudited) 5 Consolidated Statements of Cash Flows - Three Months Ended March 31, 2001 and 2000 (Unaudited) 6 Notes to Consolidated Financial Statements - March 31, 2001 (Unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II - OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K. 13 SIGNATURES 14 INDEX TO EXHIBITS E-1
3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS URANIUM RESOURCES, INC. CONSOLIDATED BALANCE SHEETS MARCH 31, 2001 AND DECEMBER 31, 2000 (NOTE 1) ASSETS
March 31, December 31, ------------ ------------ 2001 2000 ------------ ------------ (Unaudited) Current assets: Cash and cash equivalents $ 373,187 $ 212,523 Receivables, net 10,884 20,883 Materials and supplies inventory 66,666 69,598 Prepaid and other current assets 32,282 19,912 ------------ ------------ Total current assets 483,019 322,916 ------------ ------------ Property, plant and equipment, at cost: Uranium properties 99,648,455 99,532,193 Other property, plant and equipment 383,166 383,166 Less-accumulated depreciation and depletion (99,272,821) (99,141,105) ------------ ------------ Net property, plant and equipment 758,800 774,254 Long-term investment: Certificate of deposit, restricted 2,491,577 2,858,895 Other assets 4,299 4,299 ------------ ------------ $ 3,737,695 $ 3,960,364 ============ ============
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, 2001 AND DECEMBER 31, 2000 (NOTE 1) LIABILITIES AND SHAREHOLDERS' DEFICIT
March 31, December 31, ------------ ------------ 2001 2000 ------------ ------------ (Unaudited) Current liabilities: Accounts payable $ 168,398 $ 199,183 Notes payable 250,000 -- Accrued interest payable 4,583 -- Current portion of long-term debt -- 581 Current portion of restoration reserve 83,000 83,000 Other accrued liabilities 578,468 201,281 ------------ ------------ Total current liabilities 1,084,449 484,045 ------------ ------------ Other long-term liabilities and deferred credits 4,659,364 5,010,631 Long-term debt, less current portion 585,000 585,000 Shareholders' deficit: Common stock, $0.001 par value, shares authorized: 2001 - 100,000,000 and 2000 - 35,000,000 shares issued and outstanding (net of treasury shares): 2001 - 22,929,778 and 2000 - 22,740,366 23,082 22,893 Paid-in capital 48,240,288 48,240,477 Retained earnings (accumulated deficit) (50,845,070) (50,373,264) Less: Treasury stock (152,500 shares), at cost (9,418) (9,418) ------------ ------------ Total shareholders' deficit (2,591,118) (2,119,312) ------------ ------------ $ 3,737,695 $ 3,960,364 ============ ============
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, 2001 AND 2000 (NOTE 1) (UNAUDITED)
Three Months Ended March 31, ---------------------------- 2001 2000 ------------ ------------ Revenues: Uranium sales - Produced uranium $ -- $ 121,954 Purchased uranium -- 815,148 ------------ ------------ Uranium sales 0 937,102 Other uranium revenues -- 144,793 ------------ ------------ Total revenue 0 1,081,895 Costs and expenses: Cost of uranium sales - Direct cost of purchased uranium -- 799,850 Royalties -- 16,626 Operating expenses 16,587 359,195 Provision for restoration and reclamation costs -- 12,190 Depreciation and depletion 10,768 111,458 Writedown of uranium properties 116,496 193,925 ------------ ------------ Total cost of uranium sales 143,851 1,493,244 ------------ ------------ Loss from operations before corporate expenses (143,851) (411,349) Corporate expenses - General and administrative 352,762 451,114 Depreciation 4,303 5,567 ------------ ------------ Total corporate expenses 357,065 456,681 ------------ ------------ Loss from operations (500,916) (868,030) Other income (expense): Interest expense, net of capitalized interest (7,059) (39,099) Interest and other income, net 36,169 64,065 ------------ ------------ Total other income 29,110 24,966 ------------ ------------ Loss before federal income taxes (471,806) (843,064) Federal income tax benefit: Current -- -- Deferred -- -- ------------ ------------ Net loss $ (471,806) $ (843,064) ============ ============ Net loss per common share and common equivalent (basic and diluted) $ (0.02) $ (0.06) ============ ============ Weighted average common shares and common equivalent shares per share data Basic 22,879,268 13,555,670 ============ ============ Diluted 22,879,268 13,555,670 ============ ============
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, 2001 AND 2000 (NOTE 1) (UNAUDITED)
March 31 ---------------------------- 2001 2000 ------------ ------------ Cash flows from operations: Net loss $ (471,806) $ (843,064) Reconciliation of net income to cash provided by operations- Provision for restoration and reclamation costs -- 12,190 Depreciation and depletion 15,071 117,025 Writedown of uranium properties 116,496 193,925 Credit for deferred income taxes -- -- Decrease in restoration and reclamation accrual (387,470) (27,909) Other non-cash items, net 36,203 150,488 ------------ ------------ Cash flow used in operations, before changes in operating working capital items (691,506) (397,345) Effect of changes in operating working capital items- Decrease in receivables 9,999 1,072,187 Decrease in inventories 2,932 44,811 (Increase) decrease in prepaid and other current assets (12,370) 294 Increase (decrease) in payables and accrued liabilities 350,985 (34,866) ------------ ------------ Net cash provided by (used in) operations (339,960) 685,081 ------------ ------------ Investing activities: Decrease in investments 367,318 -- Additions to property, plant and equipment - Kingsville Dome (29,151) (30,971) Rosita (5,354) (16,414) Vasquez (37,733) (36,329) Churchrock (16,871) (48,422) Crownpoint (22,806) 377,265 Other property (4,198) (1,480) ------------ ------------ Net cash provided by investing activities 251,205 243,649 ------------ ------------ Financing activities: Payments and refinancings of principal (581) (577,061) Proceeds from borrowings 250,000 -- ------------ ------------ Net cash provided by (used in) financing activities 249,419 (577,061) ------------ ------------ Net increase in cash and cash equivalents 160,664 351,669 Cash and cash equivalents, beginning of period 212,523 493,567 ------------ ------------ Cash and cash equivalents, end of period $ 373,187 $ 845,236 ============ ============
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-QSB and Item 310(b) of Regulation S-B. 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 audited financial statements included in the Company's 2000 Annual Report on Form 10-KA. 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, 2001 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 2001. 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. Because uranium prices were depressed to a level below the cost of production, the Company ceased production activities in 1999 at both of its two producing properties. 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 market price of uranium continues to be 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. During 2000, the Company sought to raise funds to permit it to continue operations until such time uranium prices increase to a level that will permit the Company to resume mining operations. In August 2000 and April 2001 the Company completed two private placements raising an aggregate of $2,835,000 through the issuance of 33,562,500 shares of common stock and warrants expiring in August 2005 to purchase an additional 5,625,000 shares of Common Stock. As adjusted for the April offering, the exercise price of the warrants is $0.14 per share. The funds raised in the private placements are to be used to fund the non-restoration overhead costs of the Company. The shares issued in the private placements represent approximately 69% of the outstanding Common Stock of the Company. The completion of the private placements resulted in a significant dilution of the current stockholders' equity in the Company. In addition, in October 2000, the Company finalized an agreement with Texas regulatory authorities and the Company's bonding company that provided the Company access to up to $2.2 million in additional funding. Approximately $1,527,000 has been released to the Company through March 31, 2001 to perform restoration at the Company's Kingsville Dome and Rosita mine sites in South Texas. The term of the restoration agreement runs through the end of 2001. Assuming that the Company is able to continue funding its restoration of the Kingsville Dome and Rosita mine sites through extensions to its agreement with Texas regulatory authorities and the Company's bonding company, the Company estimates it will have the funds to remain operating into approximately mid to late 2002. Additional funds will be required for the Company to continue operating after that date. The Company's current agreement with the Texas regulatory authorities and its bonding company extends through 2001. The Company cannot guarantee that it will be able to extend such agreement beyond 2001, or that any extension of the agreement that is negotiated will contain the same terms and conditions. The Company would require additional capital resources to fund the 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. These factors, raise substantial doubt concerning the ability of the Company to continue as a going concern. 7 8 3. DEBT/SHAREHOLDERS' EQUITY INCREASE IN AUTHORIZED SHARES In March 2001 the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the authorized shares of Common Stock, par value $0.001 per share (the "Common Stock"), from 35,000,000 to 100,000,000. Stockholders also approved an amendment to the Company's 1995 Stock Incentive Plan (the "1995 Plan") to increase the number of shares of the Company's Common Stock eligible for issuance under the 1995 Plan from 1,250,000 shares to 4,000,000 shares. MARKET FOR COMMON STOCK Effective March 24, 1999, the Company's Common Stock began being quoted on the OTC Bulletin Board. On November 14, 2000 the Company became ineligible for trading on the OTC Bulletin Board. The Company's non-compliance resulted from the filing of its Annual Report on Form 10-K for 1999 with unaudited financial statements. Beginning with trading on November 14, 2000, the Company's common stock has traded on the Pink Sheets. SETTLEMENT OF REGULATORY COUNSEL INDEBTEDNESS The Company reached a compromise in August 2000 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. In January 2001 the Company issued 189,000 shares of Common Stock in final settlement of this agreement. SHORT TERM DEBT On January 31, 2001 the Company obtained a $250,000 loan by issuing demand notes to private investors. Principal on the notes was due upon demand by the noteholders, and interest was due and payable on the first day of every May, August, November and February at the rate of 11% per annum. Holders of the notes had the right, but not the obligation, to purchase Common Stock or other equity securities offered by the Company in any subsequent private placements by paying for such purchase by forgiving unpaid interest and/or principal due and unpaid on the notes at $0.08 per share. The $250,000 in principal under the demand notes was converted on April 11, 2001 into 3,125,000 shares of common stock of the Company in connection with an equity transaction which raised an additional $1.835 million capital. Interest on the demand notes of approximately $5,400 was paid in cash at the closing of the equity transaction. EQUITY INFUSION In April 2001, the Company raised an additional $1,835,000 of equity by the issuance of 26,062,500 million shares of Common Stock at $0.08 per share to a group of private investors pursuant to a Common Stock Purchase Agreement. Included in the issuance was the conversion of the $250,000 loan entered into on January 30, 2001 with the holders of the demand notes. Under that Agreement the Company will file a Registration Statement with the Securities and Exchange Commission registering for resale the shares issued pursuant to the Stock Purchase Agreement and the shares issued and issuable upon the exercise of warrants issued in the August 2000 private placement within 60 days of the closing date of the private placement. STOCK OPTION GRANTS In February 2001, the Company granted certain key employees stock options under the Company's Employees' Stock Option Plan to acquire a total of 475,500 shares of Common Stock at $0.19 per share, the fair market value of the Company's stock on the date of the grant. One-third of the options were exercisable upon their grant with the remaining options vesting one-third in February 2002 and one-third in February 2003. The options are exercisable for a period of ten years from the date of grant. CAPITALIZED INTEREST Interest capitalized in the three months ended March 31, 2001 and 2000 was $0 and $61,000, respectively. Total interest costs in these periods were $7,000 and $100,000, respectively. 8 9 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 2000 Annual Report on Form 10-KA. 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 $0.14 per share. In October 2000, the Company signed an agreement with Texas regulatory authorities and the Company's bonding company (the "Restoration Agreement") that provides the Company access to up to $2.2 million of Company funds pledged to secure the Company's restoration bonds. The funds are being used by the Company to perform restoration at the Company's Kingsville Dome and Rosita mine sites in South Texas. On January 31, 2001 the Company obtained a $250,000 loan by issuing demand notes to private investors. The $250,000 in principal under the demand notes was converted on April 11, 2001 into 3,125,000 shares of common stock of the Company in connection with an equity transaction. In April 2001, the Company raised an additional $1,835,000 of equity by the issuance of 26,062,500 million shares of Common Stock at $0.08 per share to a group of private investors pursuant to a Common Stock Purchase Agreement. Included in the issuance was the conversion of the $250,000 loan entered into on January 30, 2001 with the holders of the demand notes. Assuming that the Company is able to continue funding its restoration of the Kingsville Dome and Rosita mine sites through extensions to the Restoration Agreement, the Company estimates it will have the funds to remain operating into approximately mid to late 2002. Additional funds will be required for the Company to continue operating after that date. The Company's current agreement with the Texas regulatory authorities and its bonding company extends through 2001. The Company cannot guarantee that it will be able to extend such agreement beyond 2001, or that any extension of the agreement that is negotiated will contain the same terms and conditions as the current agreement. The Company would require additional capital resources to fund the 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. CAPITAL RESOURCES AND LIQUIDITY Operating Cash Flows and Liquidity For the quarter ended March 31, 2001, the Company's cash and cash equivalents of $373,000 represented an increase of $161,000 for the quarter. This compares to an increase of $352,000 for the first quarter of 2000. The Company's uranium operations used cash flow from operations of $340,000 for the quarter ended March 31, 2001, in comparison to cash flow generated from operations in the same period in 2000 of $685,000. The Company's net working capital at March 31, 2001 was a negative $601,000. 9 10 Investing Cash Flows South Texas Projects During the three months ending March 31, 2001, capitalized expenditures at the Company's South Texas locations totaled $72,000. Capital expenditures for the balance of 2001 for these properties is expected to be minimal. The Company expects to fund its 2001 activities at the Kingsville Dome, Rosita and Vasquez locations from existing cash and from cash to be received under the Restoration Agreement. New Mexico Projects Capital expenditures at the Company's Churchrock and Crownpoint projects for permitting and land holding costs totaled approximately $44,000 for the three months ending March 31, 2001. Capital expenditures for the remainder of 2001 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. 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 - "Restoration and Reclamation Costs" of Notes to Consolidated Financial Statements in the Company's Form 10-K/A as of December 31, 2000. 10 11 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, 2001 and 2000 The following is a summary of the key operational and financial statistics related to the Results of Operations:
Three Months Ended March 31, ------------------- 2001 2000 -------- -------- Uranium sales revenue $ -- $ 937 Other uranium revenues -- 145 Total pounds delivered -- 98 Average sales price/pound N/A $ 9.58 Pounds purchased -- 85 Average cost of purchased pounds N/A $ 9.41 Average cost of produced pounds sold N/A (a) Average cost of purchased pounds sold N/A $ 9.41
(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 spot market cost. The Company delivered 98,000 pounds of uranium in the first quarter of 2000, no deliveries were made in the first quarter of 2001 and the Company does not have any remaining deliveries scheduled for the balance of 2001 or beyond Details of the cost of uranium sales were as follows:
Three Months Ended March 31, ------------------- 2001 2000 -------- -------- (In thousands) Cost of purchased uranium $ -- $ 800 Royalties -- 17 Operating expenses 17 359 Provision for restoration and reclamation costs -- 12 Depreciation and depletion of uranium properties 11 111 Writedown of uranium properties 116 194 -------- -------- Total cost of uranium sales $ 144 $ 1,493 ======== ========
11 12 Operating expenses in the first quarter of 2001 consisted of stand-by costs in the Company's South Texas projects. Operating expenses in the first quarter of 2000 resulted from the sale of uranium inventory ($43,000) and stand-by related costs ($316,000). The provision for restoration and reclamation in the first three months ended March 31, 2001 was nil, compared to $12,000 for the same period in 2000. The depreciation and depletion provision in the quarter ended March 31, 2001 was $11,000 compared to $111,000 in the first quarter of 2000. 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 2001. 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, 2001 Corporate expenses consisting of general and administrative ("G&A") expenses decreased to $357,000 in the first quarter of 2001 from $457,000 in the first quarter of 2000. The lower G&A costs in 2001 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 AND USE OF PROCEEDS. In April 2001, Uranium Resources, Inc. (the "Company") completed a private placement of 26,062,500 shares of Common Stock of the Company at $0.08 per share, consisting of $1,835,000 in cash and the cancellation of $250,000 of debt. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. In March 2001 the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the authorized shares of Common Stock, par value $0.001 per share (the "Common Stock"), from 35,000,000 to 100,000,000. Stockholders also approved an amendment to the Company's 1995 Stock Incentive Plan (the "1995 Plan") to increase the number of shares of the Company's Common Stock eligible for issuance under the 1995 Plan from 1,250,000 shares to 4,000,000 shares. 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 February 16, 2001, disclosing that on February 9, 2001 the Board of Directors of the Company recommended and approved the replacement of its principal accountants, Arthur Andersen LLP with the firm of Hein + Associates LLP, independent auditors. Hein + Associates LLP have been engaged to perform the audit of the Company's financial statements for the two years ended December 31, 1999 and 2000. The Company filed a Current Report on Form 8-K on April 18, 2001 disclosing the completion of the private placement of 26,062,500 shares of Common Stock of the Company at $0.08 per share, consisting of $1,835,000 in cash and the cancellation of $250,000 of debt. 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: August 13, 2001 By: /s/ Paul K. Willmott ---------------------- Paul K. Willmott Director, President and Chief Executive Officer Dated: August 13, 2001 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). 3.4* Certificate Amendment to the Certificate of Incorporation dated March 23, 2001 (filed with the Company's Annual Report on Form 10-K/A dated July 26, 2001).. 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)
E-1 16
EXHIBIT NUMBER DESCRIPTION ------- ----------- 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). 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). 10.17* 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). 10.18* Kingsville Dome and Rosita Mines Agreement dated October 11, 2000 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company's Annual Report on Form 10-K/A dated July 26, 2001). 10.19* Common Stock Purchase Agreement dated February 28, 2001 between the Company and Purchasers of the Common Stock of the Company (filed with the Company's Annual Report on Form 10-K/A dated July 26, 2001).
*Incorporated by reference pursuant to Rule 12b-32 under the Securities and Exchange E-2 -----END PRIVACY-ENHANCED MESSAGE-----