-----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, UKzgHUVxyo8AGsSrR5w9VfrdjWJRButs90TG5yicW34YqPxYuUv72PYZmJNHIUb7 IwLNoaHct9amzBWqYROchQ== 0000950134-99-007496.txt : 19990817 0000950134-99-007496.hdr.sgml : 19990817 ACCESSION NUMBER: 0000950134-99-007496 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 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: 99691102 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 JUNE 30, 1999 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 June 30, 1999 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 12,256,387 as of August 12, 1999 - -------------------------------------------------------------------------------- 2 URANIUM RESOURCES, INC. 1999 SECOND QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - June 30, 1999 (Unaudited) and December 31, 1998 3 Consolidated Statements of Operations - Three and Six Months Ended June 30, 1999 and 1998 (Unaudited) 5 Consolidated Statements of Cash Flows - Six Months Ended June 30, 1999 and 1998 (Unaudited) 6 Notes to Consolidated Financial Statements - June 30, 1999 (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 JUNE 30, 1999 AND DECEMBER 31, 1998 (NOTE 1) ASSETS
June 30, December 31, ------------ ------------ 1999 1998 ------------ ------------ (Unaudited) Current assets: Cash and cash equivalents $ 346,122 $ 3,713,566 Short-term investment: Certificate of deposit, restricted 585,055 582,623 Receivables, net 5,883 1,482,806 Uranium inventory 966,667 956,590 Materials and supplies inventory 87,207 92,495 Prepaid and other current assets 171,608 244,301 ------------ ------------ Total current assets 2,162,542 7,072,381 ------------ ------------ Property, plant and equipment, at cost: Uranium properties 99,242,837 98,073,350 Other property, plant and equipment 507,538 538,974 Less-accumulated depreciation and depletion (59,477,281) (59,059,968) ------------ ------------ Net property, plant and equipment 40,273,094 39,552,356 Other assets 4,299 4,299 Long-term investment: Certificate of deposit, restricted 3,066,703 3,066,703 ------------ ------------ $ 45,506,638 $ 49,695,739 ============ ============
The accompanying notes to financial statements are an integral part of these consolidated balance sheets. 3 4 URANIUM RESOURCES, INC. CONSOLIDATED BALANCE SHEETS JUNE 30, 1999 AND DECEMBER 31, 1998 (NOTE 1) LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, December 31, ------------ ------------ 1999 1998 ------------ ------------ (Unaudited) Current liabilities: Accounts payable $ 555,821 $ 1,829,255 Notes payable 700,000 1,685,000 Accrued interest payable 3,626 113,778 Current portion of long-term debt 8,000 8,000 Royalties payable 50,320 132,626 Current portion of restoration reserve 83,000 324,000 Other accrued liabilities 295,236 348,337 ------------ ------------ Total current liabilities 1,696,003 4,440,996 ------------ ------------ Other long-term liabilities and deferred credits 6,049,689 5,469,394 Long-term debt, less current portion 6,279,075 6,189,007 Deferred federal income taxes 0 263,810 Shareholders' equity: Common stock, $0.001 par value, shares authorized: 1999 - 35,000,000 1998 - 25,000,000; shares issued and outstanding (net of treasury shares): 1999 - 12,256,387 1998 - 12,053,027 12,409 12,205 Paid-in capital 40,705,980 40,629,923 Retained earnings (accumulated deficit) (9,227,100) (7,300,178) Less: Treasury stock (152,500 shares), at cost (9,418) (9,418) ------------ ------------ Total shareholders' equity 31,481,871 33,332,532 ------------ ------------ $ 45,506,638 $ 49,695,739 ============ ============
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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (NOTE 1) (UNAUDITED)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ------------------------------ 1999 1998 1999 1998 ------------ ------------ ------------ ------------- Revenues: Uranium sales - Produced uranium $ 1,036,350 $ 1,175,260 $ 1,036,350 $ 6,110,426 Purchased uranium -- 1,270,500 1,512 2,397,300 ------------ ------------ ------------ ------------- Uranium sales 1,036,350 2,445,760 1,037,862 8,507,726 Costs and expenses: Cost of uranium sales - Direct cost of purchased uranium -- 1,054,733 -- 2,016,670 Royalties 57,234 51,247 57,234 275,517 Operating expenses 1,258,292 940,128 1,707,620 2,620,901 Provision for restoration and reclamation costs 115,943 64,593 135,943 327,434 Depreciation and depletion 326,314 865,616 349,177 3,069,284 ------------ ------------ ------------ ------------- Total cost of uranium sales 1,757,783 2,976,317 2,249,974 8,309,806 ------------ ------------ ------------ ------------- Earnings (loss) from operations before corporate expenses (721,433) (530,557) (1,212,112) 197,920 Corporate expenses - General and administrative 501,692 680,955 993,639 1,275,483 Depreciation 6,863 4,809 12,943 9,732 ------------ ------------ ------------ ------------- Total corporate expenses 508,555 685,764 1,006,582 1,285,215 ------------ ------------ ------------ ------------- Loss from operations (1,229,988) (1,216,321) (2,218,694) (1,087,295) Other income (expense): Interest expense, net of capitalized interest (36,909) (39,587) (76,844) (76,407) Interest and other income, net 60,044 49,911 104,806 96,804 ------------ ------------ ------------ ------------- Total other income 23,135 10,324 27,962 20,397 ------------ ------------ ------------ ------------- Loss before federal income taxes (1,206,853) (1,205,997) (2,190,732) (1,066,898) Federal income tax benefit: Deferred (65,810) (240,000) (263,810) (212,000) ------------ ------------ ------------ ------------- Net loss $ (1,141,043) $ (965,997) $ (1,926,922) $ (854,898) ============ ============ ============ ============= Net loss per common share and common equivalent (basic and diluted) $ (0.09) $ (0.08) $ (0.16) $ (0.07) ============ ============ ============ ============= Weighted average common shares and common equivalent shares per share data: Basic 12,055,262 12,053,027 12,054,151 12,053,027 ============ ============ ============ ============= Diluted 12,055,262 12,053,027 12,054,151 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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (NOTE 1) (UNAUDITED)
June 30, ---------------------------- 1999 1998 ----------- ----------- Cash flows from operations: Net loss $(1,926,922) $ (854,898) Reconciliation of net income to cash provided by operations- Provision for restoration and reclamation costs 135,943 327,434 Depreciation and depletion 362,120 3,079,016 Credit for deferred income taxes (263,810) (212,000) Decrease in restoration and reclamation accrual (289,985) (11,367) Other non-cash items, net 873,558 829,712 ----------- ----------- Cash flow provided by (used in) operations, before changes in operating working capital items (1,109,096) 3,157,897 Effect of changes in operating working capital items- Decrease in receivables 1,476,923 4,448,499 (Increase) decrease in inventories 197,045 (774,164) Increase in prepaid and other current assets (172,331) (134,192) Decrease in payables and accrued liabilities (1,518,993) (2,371,129) ----------- ----------- Net cash provided by (used in) operations (1,126,452) 4,326,911 ----------- ----------- Investing activities: Increase in investments (2,432) (223,468) Additions to property, plant and equipment - Kingsville Dome (80,905) (2,643,826) Rosita (43,719) (216,944) Vasquez (45,798) (394,543) Alta Mesa (30,842) (30,525) Churchrock (418,091) (608,367) Crownpoint (504,160) (350,900) Other property (126,057) (323,117) Increase in other assets -- (23,712) ----------- ----------- Net cash used in investing activities (1,252,004) (4,815,402) ----------- ----------- Financing activities: Payments and refinancings of principal (2,388,988) (5,453,617) Proceeds from borrowings 1,400,000 5,110,000 ----------- ----------- Net cash used in financing activities (988,988) (343,617) ----------- ----------- Net decrease in cash and cash equivalents (3,367,444) (832,108) Cash and cash equivalents, beginning of period 3,713,566 2,325,158 ----------- ----------- Cash and cash equivalents, end of period $ 346,122 $ 1,493,050 =========== ===========
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 audited financial statements included in the Company's 1998 Annual Report on Form 10-K. 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 six months ended June 30, 1999 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 1999. 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 two years. Operating losses have continued during the first half of 1999. 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. Due to circumstances described above, during the first quarter of 1999 the Company shut-in its current producing operations until prices recover. The Company has limited financial resources available to support its ongoing operations, fund payments of debt, potential claims in litigation and provide for restoration of its properties until such time, if ever, uranium prices recover to profitable levels. Further, the Company will 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. These factors, raise substantial doubt concerning the ability of the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts (including approximately $40.0 million in net property, plant and equipment) 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 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 RESTRUCTURING OF NOTE In June 1999, the Company entered into an agreement to restructure the $6,000,000 secured convertible note that was issued to mutual funds managed by Ryback Management Company. The restructuring provides for the mandatory conversion of the debt into 6,000,000 shares of the Company's common stock, providing the Company obtains the necessary long-term uranium sales contracts and financing to allow the commencement of production at one of its uranium projects. Interest on the debt will accrue but not be payable until the maturity date, which was extended to December 31, 2000. Upon the maturity or the date of conversion, the noteholders will have the option to be paid the accrued interest in eighteen monthly installments or to convert the interest into shares of common stock at the lesser of the then market price for such stock or $1.00 per share. The noteholders also granted to the Company a right of first offer on the transfer of the notes or any shares into which the notes are convertible. CAPITALIZED INTEREST Interest capitalized in the six months ended June 30, 1999 and 1998 was $305,000 and $300,000, respectively. Total interest costs in these periods were $382,000 and $377,000, respectively. 7 8 4. SHAREHOLDERS' EQUITY COMMON STOCK In June 1999, the Company issued 203,360 shares of common stock to certain officers and directors of the Company in connection with the Uranium Resources, Inc. 1999 Deferred Compensation Plan (the "Plan"). The Plan was approved by a vote of the shareholders at the June 18, 1999 Annual Meeting. 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 1998 Annual Report on Form 10-K. CAPITAL RESOURCES AND LIQUIDITY Operating Cash Flows and Liquidity For the quarter ended June 30, 1999, the Company's cash and cash equivalents were $346,000 a decrease of $323,000 as compared to an increase of $905,000 for the second quarter of 1998. Cash and cash equivalents decreased by $3,367,000 for the six months ended June 30, 1999 compared to a decrease of $832,000 for the same period in 1998. The Company's uranium operations utilized cash flow from operations of $17,000 for the quarter ended June 30, 1999, in comparison to positive cash flow from operations in the same period in 1998 of $3,804,000. Net cash used in operations for the six months ended June 30, 1999 was $1,126,000 compared to net cash provided by operations of $4,327,000 for the same period in 1998. The Company's net working capital at June 30, 1999 was $467,000. As a result of the volatility of spot prices in the uranium marketplace, during the first quarter of 1999 the Company shut-in and placed on stand-by its two South Texas facilities. Nominal production from these sites continued through July 1999 because their incremental production costs were at or below the cost of purchasing uranium in the marketplace. The Company will continue to maintain certain activities at these locations including its ongoing groundwater restoration efforts. The Company has also begun implementing additional steps in 1999 to preserve cash by reducing expenses and maximizing the cash flow from its existing sales contracts. The Company is consolidating certain of its administrative locations, and reducing its workforce. The implementation of these measures was initiated in the fourth quarter of 1998 and continue in 1999. The Company projects that upon the successful implementation of these strategies it will be able to maintain a continued positive liquidity position through 1999. To maintain a positive liquidity position in 2000 the Company will need to meet the objectives regarding new sales contracts and the infusion of capital required under the restructured Note or for the Company to secure other alternative financing options. If certain of these plans cannot be implemented and if alternative options are not available, the Company's operations and liquidity would be negatively impacted and it would be unlikely that the Company would be able to continue operating as a going concern. 8 9 Investing Cash Flows South Texas Projects During the six months ending June 30, 1999, capital expenditures at the Company's South Texas locations totaled $201,000. The Company's decision to put its Kingsville Dome and Rosita sites on stand-by has reduced new capital spending at these locations. The Company expects to fund its 1999 expenditures at its South Texas projects from cash on hand, sales proceeds under 1999 uranium deliveries and through existing financing arrangements. New Mexico Projects Capital expenditures at the Company's Churchrock and Crownpoint projects for permitting and land holding costs totaled approximately $922,000 for the six months ending June 30, 1999 compared to costs of $959,000 for the first half of 1998. Capital requirements for 1999 and beyond for these projects are expected to be met through future sales proceeds from current and additional uranium delivery contracts and through future sources of debt and/or equity financing. Financing Cash Flows In May 1996, the Company entered into a $3.0 million revolving credit facility. This facility was renewed and expanded for a two-year term to a $5.0 million credit facility in July 1997. In July 1999, the facility was amended to extend the term for one year and to adjust the amount available under the agreement to $3.0 million. 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%. Borrowings under this facility at June 30, 1999 totaled $700,000. Other In June 1999, the Company assigned its rights to deliver uranium in 2000 through 2002 (the final three years) under a uranium sales contract in return for 124,000 pounds of uranium inventory. The inventory was received in July 1999 and the transaction will be recorded in the third quarter of 1999. 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, 1998. 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. The Company's customers have generally elected, where possible, to take delivery of the bulk of the annual deliveries under their long-term sales contracts later in each year. 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. 9 10 Three and Six Months Ended June 30, 1999 and 1998 The following is a summary of the key operational and financial statistics related to the Results of Operations:
Three Months Ended Six Months Ended June 30, June 30, -------------------------------- ------------------------------- 1999 1998 1999 1998 ------------- -------------- ------------- -------------- (In thousands, except per pound data) Uranium sales revenue $ 1,036 $ 2,446 $ 1,038 $ 8,508 Total pounds delivered 70 162 70 532 Average sales price/pound $ 14.81 $ 15.14 $ 14.83 $ 16.00 Pounds produced 35 130 103 357 Pounds purchased -- 100 -- 200 Average production cost of produced pounds (a) $ 20.28 (a) $ 17.48 Average cost of purchased pounds N/A $ 10.81 N/A $ 10.66 Average cost of produced pounds sold $ 13.01 $ 16.01 $ 13.01 $ 15.09 Average cost of purchased pounds sold N/A $ 10.81 N/A $ 10.66
(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 has been valued at the current spot market cost. The Company delivered 70,000 pounds of uranium in the first half of 1999 at an average sales price of $14.83 per pound. Total deliveries for 1999 are projected at approximately 500,000 pounds with the bulk of those scheduled in the second half of the year. Total uranium deliveries in the first half of 1998 of 532,000 pounds were at an average sales price of $16.00 per pound and generated revenues of $8,508,000. Details of the cost of uranium sales were as follows:
Three Months Ended Six Months Ended June 30, June 30, ------------------------------- ------------------------------- 1999 1998 1999 1998 ------------- ------------- ------------- -------------- (In thousands) (In thousands) Cost of purchased uranium $ -- $ 1,055 $ -- $ 2,017 Royalties 57 52 57 276 Operating expenses 1,258 940 1,708 2,621 Provision for restoration and reclamation costs 116 65 136 327 Depreciation and depletion of uranium properties 326 865 349 3,069 ------------- ------------- ------------- -------------- $ 1,757 $ 2,977 $ 2,250 $ 8,310 ------------- ------------- ------------- --------------
10 11 The Company placed its South Texas production facilities on stand-by in the first quarter of 1999 but continued to maintain nominal production for the first half of 1999. Total production of 103,000 pounds during the first six months of 1999 compared to 357,000 pounds of production in the six months ended June 30, 1998. Certain production related activities have continued while the facilities were on stand-by because the incremental cash costs (costs incurred in addition to those required to maintain the projects while in a stand-by mode) has been below the costs uranium could be purchased in the spot market. Operating expenses in the first half of 1999 were $1,708,000 and consisted of stand-by costs ($713,000) production sold ($572,000 or $8.17 per pound) and a lower of cost or market adjustment ($423,000). Operating expenses in the six months ended June 30, 1998 were attributable directly to the sale of Kingsville Dome and Rosita produced pounds and totaled $2,131,000 ($6.22 per pound). The provision for restoration and reclamation in the first half of 1999 was $136,000 and consisted of $66,000 ($0.94 per pound) for production sold and $70,000 for restoration related to a previous production site. The costs incurred in the first half of 1999 compared to $323,000 ($0.94 per pound) related to production sold during the same period in 1998 and $4,000 for other restoration activities. The depreciation and depletion provision in the six months ended June 30, 1999 was $349,000 and consisted of $273,000 ($3.90 per pound) for produced uranium sold and $76,000 for depreciation while on stand-by. Comparable costs for the first half of 1998 were $2,718,000 ($7.93 per pound) resulting from Rosita and Kingsville Dome production sold during that period. The Company incurred royalty expenses of $57,000 in the first half of 1999 compared to royalty expenses in the first six months of 1998 of $276,000. No uranium purchases were made in the first six months of 1999. Uranium purchases of 200,000 were made in the first half of 1998 at an average cost of $10.66 per pound. Total deliveries in the first six months of 1998 consisted of 343,000 produced pounds at an average cost per pound of $16.54 and 189,000 purchased pounds at a cost of $10.66 per pound. Corporate expenses consisting of general and administrative ("G&A") expenses decreased to $1,006,000 in the first half of 1999 from $1,285,000 in the first half of 1998. This reduction resulted primarily from the implementation of the Company's cost reduction program which began in the fourth quarter of 1998 and will continue throughout 1999. 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 believes that it will not encounter significant operational or financial costs related to compliance with this issue. The Y2K issue also involves the impact of the date change in the year 2000 on machines and process controls which may utilize embedded technology as a part of their components. The Company relies on certain non-information technology systems such as telephones, facsimile machines, and other equipment which may have embedded technology such as microprocessors, which may or may not be year 2000 compliant. The assessment of this technology is outside of the Company's control and such technology could adversely affect the Company's ability to conduct business. Management believes any such disruption is not likely to have a significant effect on the Company's financial position or operations. The Company may also be impacted by the Y2K issues of certain of the Company's third-party suppliers and its customers. The third-party suppliers, vendors, and customers area is currently in the assessment phase. 11 12 Formal communications have been initiated with the Company's vendors, customers and others with whom the Company has significant business relationships. The Company continues to evaluate responses and make additional inquiries as needed. As the Company is in the process of collecting this information from third parties, management cannot currently determine whether third party compliance issues will materially affect its operations. However, the Company is not currently aware of any third party issues that would cause a significant business disruption. Management anticipates a complete evaluation to conclude in the third quarter of 1999. 12 13 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None ITEM 2. CHANGES IN SECURITIES. In June 1999, the Company issued 203,360 shares of common stock to certain officers and directors of the Company in connection with the Uranium Resources, Inc. 1999 Deferred Compensation Plan (the "Plan"). The Plan was approved by a vote of the shareholders at the June 18, 1999 Annual Meeting. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The 1999 Annual meeting of stockholders was held on June 18, 1999 in Dallas Texas. Shares representing 10,622,685 votes (88.1% of total outstanding) were present in person or by proxy. At the meeting the Stockholders of the Company elected Leland O. Erdahl, Paul K. Willmott and George R. Ireland to the Board of Directors for a one-year term. In addition, the Company's Stockholders approved proposals which increased the number of authorized shares of common stock of the Company from 25,000,000 to 35,000,000; approved the provisions of the Company's 1999 Deferred Compensation Plan and approved the ratification of Arthur Andersen, LLP as the Company's independent accountant for the year ended 1999. The proposal to increase the number of authorized shares of common stock was approved by a vote of 9,377,343 shares in favor, 1,209,199 opposed and 36,143 abstaining. The proposal to approve the provisions of the 1999 Deferred Compensation Plan was approved by a vote of 9,663,511 shares in favor, 934,052 opposed and 24,722 abstaining. The ratification of Arthur Andersen, LLP as independent accountants was approved by a vote of 10,486,597 shares in favor, 126,476 opposed and 9,612 abstaining. The stockholders failed to ratify the proposal to amend the Company's Restated Certificate of Incorporation to authorize the creation of 1,000,000 shares of Preferred Stock. The vote on this proposal was 2,904,676 shares in favor, 3,446,797 opposed and 17,877 abstaining. ITEM 5. OTHER INFORMATION. None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Financial Data Schedule (b) 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. (c) Reports on Form 8-K The Company filed a Current Report on form 8-K on June 23, 1999 reporting under Item 5 that on June 18, 1999, the stockholders of Uranium Resources, Inc. (approved an amendment to the Company's Certificate of Incorporation to increase the number of shares of authorized common stock from 25,000,000 to 35,000,000. The Certificate of Amendment of Restated Certificate of Incorporation was filed with the State of Delaware on June 22, 1999. 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 12, 1999 By: /S/ Paul K. Willmott ---------------------------- Paul K. Willmott Director, President and Chief Executive Officer Dated: August 12, 1999 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* 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* Non-Qualified Stock Option Agreement dated May 25, 1995, between the Company and James B. Tompkins (filed with the Company's Annual Report on Form 10-K dated March 27, 1996). 10.7* Stock Option Agreement dated March 6, 1995 between the Company and James P. Congleton, as amended on May 25, 1995 (filed with the Company's Annual Report on Form 10-K dated March 27, 1996). 10.8* Warrant to Purchase Common Stock dated May 25, 1995, between the Company and Grant Bettingen, Inc. (filed with the Company's Annual Report on Form 10-K dated March 27, 1996). 10.9* Non-Qualified Stock Option Agreement dated July 31, 1995, between the Company and Wallace M. Mays (filed with the Company's Form S-8 Registration Statement No. 33-64481 on November 21, 1995). 10.10* Contract for the Purchase of Natural Uranium Concentrates (U3O8) dated April 5, 1994 between Uranium Resources, Inc., URI, Inc. and Pacific Gas & Electric Company (filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1994).(1)
E-1 16
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.11* Agreement for the Sale of Uranium Concentrates dated as of August 23, 1990 between OES Fuel, Incorporated, Uranium Resources, Inc. and URI, Inc. (filed with Post-Effective Amendment No. 3 to the Company's Form S-1 Registration Statement as filed with the Securities and Exchange Commission on December 7, 1990).(1) 10.12* 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). 10.13* 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). 10.14* 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). 10.15* Uranium Concentrates Sales Agreement dated August 21, 1996 by and between the Company and Commonwealth Edison Company (filed with the Company's Quarterly Report on Form 10-Q/A-2 for the quarter ended September 30, 1996).(1) 10.16* 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) 10.17* 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). 10.18* 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) 10.19* 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) . 10.20* 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). 10.21* Amendment #1 to Nonqualified Stock Option Agreement dated November 17, 1997 between the Company and James B. Tompkins (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.22* 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).
E-2 17
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.23* Compensation Agreement dated June 2, 1997 between the Company and Richard F. Clement, Jr. (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.24* Compensation Agreement dated June 2, 1997 between the Company and Joe H. Card (filed with the Company's Annual Report on Form 10-K dated March 27, 1998). 10.25* 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). 10.26* 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). 10.27* 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). 10.28* 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). 10.29* 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). 10.30* Uranium Resources, Inc. 1999 Deferred Compensation Plan (filed with the Company's Annual Report on Form 10-K dated March 31, 1999). 10.31 Certificate of Amendment of Restated Certificate of Incorporation dated June 22, 1999. 10.32 Note Exchange Agreement dated June 30, 1999 between the Company and Lindner Investments. 10.33 6.5% Secured Convertible Note for $1,500,000 dated June 30, 1999 between the Company and Lindner Investments. 10.34 6.5% Secured Convertible Note for $4,500,000 dated June 30, 1999 between the Company and Lindner Investments. 27.1 Financial Schedule.
*Incorporated by reference pursuant to Rule 12b-32 under the Securities and Exchange Act of 1934, as amended. (1)Certain provisions have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. E-3 EX-10.31 2 CERTIFICATE OF AMEND OF RESTATED CERT OF INC 1 EXHIBIT 10.31 URANIUM RESOURCES, INC. CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION The undersigned, Paul K. Willmott, the duly elected and acting Chairman, Chief Executive Officer and President of Uranium Resources, Inc., a Delaware corporation (the "Corporation"), does hereby certify as follows: First: That the Board of Directors of the Corporation, in accordance with Section 242 of the Delaware General Corporation Law adopted resolutions setting forth a proposed amendment of the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling for the stockholders of the Corporation to consider said amendment at the next Annual Meeting of the Stockholders, to be held on June 18, 1999. Second: That thereafter, upon notice in accordance with Section 222 of the Delaware General Corporation law, the Annual Meeting of the Stockholders was held on June 18, 1999 and, at that meeting, the necessary number of shares as required by statute were voted in favor of the amendment. Third: That amendment deletes Article 4 of the Restated Certificate of Incorporation in its entirety and replaces Article 4 of the Restated Certificate of Incorporation with the following: ARTICLE 4 The aggregate number of shares which the corporation has authority to issue is Thirty-Five Million (35,000,000) shares, $.001 par value per share. The shares are designated as common stock and have identical rights and privileges in every respect. The holders of the stock of the corporation shall have no preemptive rights to subscribe for any securities of the corporation. Fourth: That said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law. IN WITNESS WHEREOF, the undersigned has executed this Certificate on June 22, 1999. /s/ Paul K. Willmott ------------------------------------- Paul K. Willmott, Chairman, Chief Executive Officer and President EX-10.32 3 NOTE EXCHANGE AGREEMENT DATED JUNE 30, 1999 1 EXHIBIT 10.32 NOTE EXCHANGE AGREEMENT This Note Exchange Agreement (the "Note Exchange Agreement") is made and entered into this 30th day of June 1999 between Uranium Resources, Inc., a Delaware corporation (the "Company"), and Lindner Investments, a Massachusetts business trust ("Investments"), on behalf of its series known as "Lindner Asset Allocation Fund" (formerly known as "Lindner Dividend Fund") ("hereinafter "Asset Allocation Fund") and "Lindner Market Neutral Fund" (formerly known as "Lindner Bulwark Fund") (hereinafter "Market Neutral Fund") (Investments, Asset Allocation Fund and Market Neutral Fund being hereinafter collectively referred to as "Lindner"). RECITALS: 1. The Company and Lindner have previously entered into a Note and Warrant Purchase Agreement dated May 25, 1995 (the "Purchase Agreement"). 2. Under the Purchase, Agreement Asset Allocation Fund loaned the Company $4.5 million, evidenced by the Company's promissory note in that amount; and Market Neutral Fund loaned the Company $1.5 million, evidenced by the Company's promissory note in that amount. Each such note was dated May 25, 1995 and had a maturity date of May 31, 1998. 3. Pursuant to the Purchase Agreement and in connection with the foregoing loans, the Company issued a warrant to Asset Allocation Fund to purchase 1,125,000 shares of the Company's common stock, $.001 par value per share (the "Common Stock"), and a warrant to Market Neutral Fund to purchase 375,000 shares of Common Stock, each at $4.00 per share. Prior to March 23, 1998 Asset Allocation Fund had exercised the right to purchase 500,000 shares of Common Stock under its warrant and Market Neutral Fund had not exercised the right to purchase any shares of Common stock under its warrant. 4. On March 23, 1998 the Company and Lindner entered into a note and warrant exchange agreement pursuant to which the maturity date of the notes and the expiration date of the warrants were changed to May 31, 2000; and the conversion price of the notes and the exercise price of the unexercised portion of the warrants were changed to $3 per share. The notes were exchanged for new promissory notes dated March 23, 1998 (the "March 23, 1998 Notes"); and the warrants were exchanged for new warrants dated March 24, 1999 (the "Outstanding Warrants"). Such March 23, 1998 Notes and the Outstanding Warrants are currently outstanding. 5. The Company has requested that Lindner amend the terms of the March 23, 1998 Notes by (i) extending the maturity date thereof, (ii) providing for the mandatory conversion of such notes to Common Stock upon the happening of certain events, (iii) providing for the accrual but non-payment of interest, (iv) providing for the optional conversion of such accrued interest into Common Stock and (v) providing for certain other changes. Lindner has agreed to such amendments upon the terms and conditions set forth in this Note Exchange Agreement. 2 NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. Outstanding Warrants. The Outstanding Warrants shall remain outstanding, and nothing contained in this Note Exchange Agreement shall in any way alter, modify or change any of the provisions of the Outstanding Warrants. 2. March 23, 1998 Notes. The March 23, 1998 Notes have been cancelled and surrendered simultaneously with the execution and delivery of this Note Exchange Agreement in exchange for new notes dated June 30, 1999 (the "Notes") issued by the Company, which are issued under the terms and provisions of, and shall be governed in all respects by, this Note Exchange Agreement. All references to the Notes in this Note Exchange Agreement and the Purchase Agreement shall refer to the new notes dated June 30, 1999 issued pursuant to this Note Exchange Agreement 3. Amendment to the Purchase Agreement. The following provisions of the Purchase Agreement are amended as follows: (a) Section 1.1 of the Purchase Agreement is hereby amended by deleting said section in its entirety and substituting the following in its place: "1.1 Description of the Notes. The Notes shall be substantially in the form set forth in Exhibit 1 attached hereto. Each of the Notes shall be dated June 30, 1999 and shall mature on December 31, 2000. The Notes shall bear interest on the unpaid principal balance thereof from March 30, 1999 until the earlier of the maturity date or the date of the Mandatory Conversion Event at the rate of 6.5% per annum, due at the earlier of the maturity date or the date of the Mandatory Conversion Event, subject to conversion or payment as provided in Section 3.7." (b) Sections 3 of the Purchase Agreement (consisting of Sections 3.1 through 3.5) is hereby amended by adding the following new Sections 3.6 and 3.7: "3.6 Mandatory Conversion. The entire unpaid principal balance of all outstanding Notes shall be converted, automatically and without further action of the Company or a Holder, into 6 million shares of Common Stock upon the occurrence of the Mandatory Conversion Event (as hereinafter defined). The number of shares is not subject to adjustment under the antidilution provisions of Section 4.2. Upon such automatic conversion, whether or not the Notes are surrendered to the Corporation, the Notes shall cease to be outstanding, and each Holder shall be treated as the record holder of Common Stock into which the Notes have been converted, as of the date of the Mandatory Conversion Event. 3 3.7 Optional Payment or Conversion of Accrued Interest to Common Stock. On the earlier of the maturity date or the date of the Mandatory Conversion Event, the Holder shall have the option either to (a) convert all accrued but unpaid interest into shares of Common Stock into that number of shares of Common Stock determined by dividing the aggregate amount of the accrued but unpaid interest by the lesser of (i) Market Price or (ii) $1, or (b) receive payment of the accrued but unpaid interest in 18 equal monthly installments together with interest on the unpaid balance at the rate of 6.5% per annum. The Holder shall elect either option (a) or (b) by written notice to the Company within 15 days after the earlier to occur of the maturity date or the Mandatory Conversion Date. The number of shares is not subject to adjustment under the antidilution provisions of Section 4.2." (c) Section 11 of the Purchase Agreement is hereby amended by adding thereto a new subsection (ss) to read as follows: "(ss) "Mandatory Conversion Event" shall mean the occurrence of both of the following: (i) The Company's obtaining a long-term contract (duration of 24 months or more) for the sale of uranium at not less than $12 per pound), and (ii) consummation by the Company of an infusion of capital, by the issuance of debt or equity (an "Infusion of Capital"), for the purpose of financing the costs of commencing the production of uranium from the Company's Vasquez property or another suitable property, whether or not the Company currently has the leasehold or fee interests in such other property (Vasquez or such other property being hereinafter referred to as "Suitable Property"). The term "Suitable Property" would include the Company's Kingsville Dome property with respect to which the Company currently has the leasehold and other rights to operate and from which the Company has produced significant amounts of uranium but which requires significant drilling of delineation, injector and extraction wells before commercial production can be commenced." 5. Rights of Company Upon Sale of Notes or Common Stock. (a) Transfer of Note. No Holder shall transfer any Note or shares of Common Stock into which the Note may be converted (the Notes or any such shares of Common Stock being hereinafter referred to as "Securities") or any interest therein except to one of its Affiliates or in accordance with the following subsections (b) and (c). For purposes of this Section 5, the term "Affiliate" shall mean Investments or any of its series of mutual funds. 4 (b) Notice of Proposed transfer. Before making any transfer of any Securities (other than to an Affiliate), a transferring Holder (a "transferring Holder") will deliver a written notice (the "Offer Notice") to the Company. The Offer Notice will disclose in reasonable detail the Securities proposed to be transferred (the "Offered Securities"), the price at which the transferring Holder is willing to sell the Offered Securities (the "Offer Price") and the other principal terms and conditions on which the transferring Holder is willing to consummate the transfer. Such Offer Notice will constitute an irrevocable offer to sell to the Company or its assigns the Offered Securities for the Offer Price and on the other terms and conditions set forth in the Offer Notice, subject to the provisions of this Section. (c) Option to Purchase. (i) The Company or its assigns may elect to purchase all, but not less than all, of the Offered Securities for the Offer Price and on the other terms and conditions set forth in the Offer Notice by delivering written notice (an "Acceptance Notice") of such election to the transferring Holder within 30 days after the delivery of the Offer Notice. (ii) If the Acceptance Notice with respect to all Offered Securities is given within the time periods described above, the Offer Notice, together with the Acceptance Notice related thereto, will constitute a binding agreement between the parties thereto to buy and to sell the Offered Securities for the Offer Price and on the other terms and conditions set forth in the Offer Notice. All transfers of Offered Securities pursuant to the foregoing provisions of this Section will be consummated as soon as practicable, but in any event within 45 days after delivery of the Offer Notice. (iii) If the Acceptance Notice with respect to all Offered Securities is not given within the 30 day time period described in (i) above, the transferring Holder may, within 180 days after the end of such 30-day time period, transfer all (but not less than all) of the Offered Securities to one or more third parties at a price no less than the Offer Price and on other terms no more favorable to the transferees than the terms and conditions contained in the Offer Notice. Any such transferee shall be bound by the restrictions on transfer contained in this section 5 with respect to all subsequent transfers. (iv) The parties will maintain in confidence and will not disclose or permit to be disclosed to any third party (other than legal counsel, accountants or other agents) the Offer Price and the other terms and conditions contained in the Offer Notice and, if the parties fail to comply with the foregoing sentence, then such party will not be entitled to exercise such rights with respect to the transaction contemplated by the Offer Notice or by any succeeding Offer Notice which may be given by a Holder (other than such party) hereunder. 5 6. Reaffirmation of the Purchase Agreement. Except as expressly modified by this Note Exchange Agreement, the Purchase Agreement shall remain in full force and effect. 7. Miscellaneous. (a) Successors and Assigns. This Note Exchange Agreement shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns. (b) Severability. Should any part of this Note Exchange Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Note Exchange Agreement had been executed with the invalid portion thereof eliminated and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Note Exchange Agreement without including therein any such part, parts, or portion which may, for any reason, be hereafter declared invalid. (c) Captions. The descriptive headings of the various Sections or parts of this Note Exchange Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof. (d) Counterparts. This Note Exchange Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The execution and delivery of this Note Exchange Agreement shall be deemed effective upon receipt by each party hereto of a facsimile copy of this Note Exchange Agreement executed by the other party hereto. (e) Governing Law. This Note Exchange Agreement shall be construed in accordance with Missouri law. IN WITNESS WHEREOF, the parties have executed this Note Exchange Agreement. URANIUM RESOURCES, INC. By: ---------------------------------- Its: --------------------------------- LINDNER INVESTMENTS, on behalf of its series LINDNER ASSET ALLOCATION FUND and LINDNER MARKET NEUTRAL FUND By: ---------------------------------- Its: --------------------------------- EX-10.33 4 6.5% SECURED CONVERTIBLE NOTE FOR $1,500,000 1 EXHIBIT 10.33 URANIUM RESOURCES, INC. 6.5% SECURED CONVERTIBLE NOTE $1,500,000.00 June 30, 1999 Note No. FOR VALUE RECEIVED, the undersigned URANIUM RESOURCES, INC., a Delaware corporation (the "Obligor" or "Uranium Resources"), hereby promises to pay to LINDNER MARKET NEUTRAL FUND, a series of LINDNER INVESTMENTS, a Massachusetts business trust, or its registered assigns (the "Purchaser") on December 31, 2000 the principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000.00), and to pay interest on the unpaid principal balance hereof from the date hereof at a rate of 6.5% per annum. Payment of interest shall be deferred until the maturity date. This Note and any interest thereon may not be transferred except as provided in the Note and Warrant Purchase Agreement dated May 25, 1995, between Obligor and Purchaser, as supplemented by the Note and Warrant Exchange Agreement, dated March 23, 1998, and as further supplemented and amended by the Note Exchange Agreement dated June 30, 1999 (the "Note and Warrant Purchase Agreement"). This Note is issued pursuant to the Note and Warrant Purchase Agreement and this Note and the holder hereof is entitled, equally and ratably with the holders of all other Notes outstanding under the Note and Warrant Purchase Agreement, to all of the benefits provided for thereby, including, but not limited to the security granted to the Purchaser therein, and the benefits under the Guaranty executed by the Mortgaging Subsidiary in connection therewith, and shall be bound by all of the provisions set forth therein, to which Note Purchase and Warrant Agreement reference is hereby made for a statement thereof. This Note is supported by the Guaranty of the Mortgaging Subsidiary, which Guaranty will be secured by a lien and security interest in and upon the Mortgaging Subsidiary's interest in the Collateral and the Texas Real Property. Subject to and upon compliance with the provisions of the Note and Warrant Purchase Agreement, the Holder of this Note is entitled, at its option, at any time, to convert this Note into fully paid and non-assessable shares of Common Stock of the Obligor at the initial Conversion Price of $3.00 per share, subject to such adjustment or adjustments, if any, of such Conversion Price and the Common Stock issuable upon conversion, as may be required by the Note and Warrant Purchase Agreement, upon surrender of this Note, duly endorsed or assigned to the Obligor or in blank, to the Obligor, with the conversion notice attached hereto, or accompanied by a separate written notice substantially in the form of such conversion notice, duly executed by the Holder and stating that the Holder hereof elects to convert this Note, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, all in accordance with the provisions of the Note and Warrant Purchase Agreement. 2 This Note is subject to mandatory conversion into shares of Common Stock upon the occurrence of a Mandatory Conversion Event, as set forth in the Note and Warrant Purchase Agreement. Accrued but unpaid interest is subject, at the option of the Holder, to conversion into shares of Common Stock or, at the option of the Holder, such interest shall be paid over a period of 18 months after the earlier to occur of the maturity date or the Mandatory Conversion Event, as set forth in the Note and Warrant Purchase Agreement. Except as otherwise provided in the Note and Warrant Purchase Agreement, no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends issued on securities issued on conversion. No fractional shares will be issued on conversion, but instead of any fractional interest, the Obligor shall pay a cash adjustment as provided in the Note and Warrant Purchase Agreement. In the event any action is taken to collect or enforce the indebtedness evidenced by this Note (the "Indebtedness") or any part thereof, the Obligor and each endorser hereof agrees to pay, in addition to the principal and interest due and payable hereon, all costs of collecting this Note, including reasonable attorneys' fees and expenses. These costs shall include any expenses incurred by the Purchaser in any bankruptcy, reorganization or other insolvency proceeding. Acceptance by the Purchaser of any payment in an amount less than the amount then due and owing shall be deemed an acceptance on account only, and the failure to pay the entire amount then due and owing shall cause the Purchaser and endorsers to remain in default. The liability of the Obligor and any endorsers hereof, shall be joint and several, absolute and unconditional, without regard to the liability of any other party hereunder or under any other document or instrument executed in connection with this Note. No delay or omission of any holder in exercising any right or rights shall operate as a waiver of such right or any other rights. Waiver on one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. The liability of the Obligor under this Note (and the liability of any endorsers and/or Guarantors of this Note) shall not be discharged, diminished or in any way impaired by: (a) the release, impairment, discharge, substitution, exchange, modification of or failure to obtain foreclose or realize on any guaranty or any security granted Purchaser by any party for the Indebtedness; (b) any waiver by Purchaser or failure to enforce or exercise rights under any of the terms, covenants or conditions of this Note or any guaranty; (c) the granting of any renewal, indulgence, extension of time to Obligor, or any other obligors of the Indebtedness. or (d) the addition or release of any person or entity primarily or secondarily liable for the Indebtedness. In no event shall the interest rate charged or received hereunder at any time exceed the maximum interest rate permitted under applicable law. Payments of interest received by Purchaser hereunder which would otherwise cause the interest rate hereunder to exceed such 3 maximum interest rate shall, to the extent of such excess, be deemed to be (and deemed to have been contracted as being) prepayments of principal and applied as such. Under certain circumstances, as specified in the Note and Warrant Purchase Agreement, the principal of this Note may be declared due and payable in the manner and with the effect provided in the Note and Warrant Purchase Agreement. Transfer of this Note is subject to the Company's right of first offer as set forth in the Note and Warrant Purchase Agreement. This Note shall be binding upon the undersigned and its successors and assigns and shall inure to the benefit of Purchaser, its successors and assigns. Every person and entity at any time liable for the payment of this Note hereby waives demand, presentment, protest, notice of protest, note of nonpayment due and all other requirements otherwise necessary to hold them immediately liable for payment hereunder. This Note and the Note and Warrant Purchase Agreement are governed by and shall be construed and enforced in accordance with Missouri law. URANIUM RESOURCES, INC. By: ___________________________________ President THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THIS NOTE MAY NOT BE PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE 1933 ACT PROVIDED, HOWEVER, THAT THIS NOTE MAY BE PLEDGED OR OTHERWISE TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION, INCLUDING, BUT NOT LIMITED TO, THOSE PROVIDED IN RULE 144,144A OR 145 OR REGULATION S UNDER THE 1933 ACT. TRANSFER OF THIS NOTE IS ALSO SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT DATED MAY 25, 1995, AS AMENDED, AMONG URANIUM RESOURCES, INC., LINDNER INVESTMENTS, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICE OF URANIUM RESOURCES, INC., AND WILL BE MADE AVAILABLE BY URANIUM RESOURCES, INC. UPON WRITTEN REQUEST. 4 ASSIGNMENT I/we assign and transfer $ principal amount of this Note No. R- to - ------------------------------------------------------------------------------ (Print or type name, address and zip code of assignee) Insert social security or other identifying number of assignee: ______________ and irrevocably appoint as my/our agent and attorney-in fact to transfer this Note or the portion hereof which has been so assigned, on the books of the Company. The agent may substitute another to act for him or her. Dated: Signed: ----------------------- ---------------------------------------- Signature Guaranteed By: [Name of Noteholder--Sign exactly as name appears on the first page of this Note] - ----------------------------- By: ---------------------------------------- Its: 5 NOTICE OF CONVERSION TO Uranium Resources, Inc.: The undersigned owner of this Secured Convertible Note hereby irrevocably exercises the option to convert $ _______________principal amount of this Secured Convertible Note, into shares of Common Stock of Uranium Resources, Inc., in accordance with its terms, and directs that the shares of Common Stock issuable and deliverable upon conversion be issued and delivered to the undersigned unless a different note has been indicated below. If shares of Common Stock are to be registered in the name of a person other than the undersigned, the undersigned will pay any transfer taxes payable with respect thereto. Dated: Signed: ------------------------------------------ Name of Noteholder By: ---------------------------------------------- Its: Fill in for registration of shares of Common Stock only if otherwise than in name and address of the above named Noteholder: - --------------------------- ------------------------------- (Name) (Address) - ------------------------------- ------------------------------- (City and State) (Tax Identification Number) (Please print name and address including zip code number) EX-10.34 5 6.5% SECURED CONVERTIBLE NOTE FOR $4,500,000 1 EXHIBIT 10.34 URANIUM RESOURCES, INC. 6.5% SECURED CONVERTIBLE NOTE $4,500,000.00 June 30, 1999 Note No. FOR VALUE RECEIVED, the undersigned URANIUM RESOURCES, INC., a Delaware corporation (the "Obligor" or "Uranium Resources"), hereby promises to pay to LINDNER ASSET ALLOCATION FUND, a series of LINDNER INVESTMENTS, a Massachusetts business trust, or its registered assigns (the "Purchaser") on December 31, 2000 the principal sum of FOUR MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($4,500,000.00), and to pay interest on the unpaid principal balance hereof from the date hereof at a rate of 6.5% per annum. Payment of interest shall be deferred until the maturity date. This Note and any interest thereon may not be transferred except as provided in the Note and Warrant Purchase Agreement dated May 25, 1995, between Obligor and Purchaser, as supplemented by the Note and Warrant Exchange Agreement, dated March 23, 1998, and as further supplemented and amended by the Note Exchange Agreement dated June 30, 1999 (the "Note and Warrant Purchase Agreement"). This Note is issued pursuant to the Note and Warrant Purchase Agreement and this Note and the holder hereof is entitled, equally and ratably with the holders of all other Notes outstanding under the Note and Warrant Purchase Agreement, to all of the benefits provided for thereby, including, but not limited to the security granted to the Purchaser therein, and the benefits under the Guaranty executed by the Mortgaging Subsidiary in connection therewith, and shall be bound by all of the provisions set forth therein, to which Note Purchase and Warrant Agreement reference is hereby made for a statement thereof. This Note is supported by the Guaranty of the Mortgaging Subsidiary, which Guaranty will be secured by a lien and security interest in and upon the Mortgaging Subsidiary's interest in the Collateral and the Texas Real Property. Subject to and upon compliance with the provisions of the Note and Warrant Purchase Agreement, the Holder of this Note is entitled, at its option, at any time, to convert this Note into fully paid and non-assessable shares of Common Stock of the Obligor at the initial Conversion Price of $3.00 per share, subject to such adjustment or adjustments, if any, of such Conversion Price and the Common Stock issuable upon conversion, as may be required by the Note and Warrant Purchase Agreement, upon surrender of this Note, duly endorsed or assigned to the Obligor or in blank, to the Obligor, with the conversion notice attached hereto, or accompanied by a separate written notice substantially in the form of such conversion notice, duly executed by the Holder and stating that the Holder hereof elects to convert this Note, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, all in accordance with the provisions of the Note and Warrant Purchase Agreement. 2 This Note is subject to mandatory conversion into shares of Common Stock upon the occurrence of a Mandatory Conversion Event, as set forth in the Note and Warrant Purchase Agreement. Accrued but unpaid interest is subject, at the option of the Holder, to conversion into shares of Common Stock or, at the option of the Holder, such interest shall be paid over a period of 18 months after the earlier to occur of the maturity date or the Mandatory Conversion Event, as set forth in the Note and Warrant Purchase Agreement. Except as otherwise provided in the Note and Warrant Purchase Agreement, no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends issued on securities issued on conversion. No fractional shares will be issued on conversion, but instead of any fractional interest, the Obligor shall pay a cash adjustment as provided in the Note and Warrant Purchase Agreement. In the event any action is taken to collect or enforce the indebtedness evidenced by this Note (the "Indebtedness") or any part thereof, the Obligor and each endorser hereof agrees to pay, in addition to the principal and interest due and payable hereon, all costs of collecting this Note, including reasonable attorneys' fees and expenses. These costs shall include any expenses incurred by the Purchaser in any bankruptcy, reorganization or other insolvency proceeding. Acceptance by the Purchaser of any payment in an amount less than the amount then due and owing shall be deemed an acceptance on account only, and the failure to pay the entire amount then due and owing shall cause the Purchaser and endorsers to remain in default. The liability of the Obligor and any endorsers hereof, shall be joint and several, absolute and unconditional, without regard to the liability of any other party hereunder or under any other document or instrument executed in connection with this Note. No delay or omission of any holder in exercising any right or rights shall operate as a waiver of such right or any other rights. Waiver on one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. The liability of the Obligor under this Note (and the liability of any endorsers and/or Guarantors of this Note) shall not be discharged, diminished or in any way impaired by: (a) the release, impairment, discharge, substitution, exchange, modification of or failure to obtain foreclose or realize on any guaranty or any security granted Purchaser by any party for the Indebtedness; (b) any waiver by Purchaser or failure to enforce or exercise rights under any of the terms, covenants or conditions of this Note or any guaranty; (c) the granting of any renewal, indulgence, extension of time to Obligor, or any other obligors of the Indebtedness. or (d) the addition or release of any person or entity primarily or secondarily liable for the Indebtedness. In no event shall the interest rate charged or received hereunder at any time exceed the maximum interest rate permitted under applicable law. Payments of interest received by Purchaser hereunder which would otherwise cause the interest rate hereunder to exceed such 3 maximum interest rate shall, to the extent of such excess, be deemed to be (and deemed to have been contracted as being) prepayments of principal and applied as such. Under certain circumstances, as specified in the Note and Warrant Purchase Agreement, the principal of this Note may be declared due and payable in the manner and with the effect provided in the Note and Warrant Purchase Agreement. Transfer of this Note is subject to the Company's right of first offer as set forth in the Note and Warrant Purchase Agreement. This Note shall be binding upon the undersigned and its successors and assigns and shall inure to the benefit of Purchaser, its successors and assigns. Every person and entity at any time liable for the payment of this Note hereby waives demand, presentment, protest, notice of protest, note of nonpayment due and all other requirements otherwise necessary to hold them immediately liable for payment hereunder. This Note and the Note and Warrant Purchase Agreement are governed by and shall be construed and enforced in accordance with Missouri law. URANIUM RESOURCES, INC. By: -------------------------------- President THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THIS NOTE MAY NOT BE PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE 1933 ACT PROVIDED, HOWEVER, THAT THIS NOTE MAY BE PLEDGED OR OTHERWISE TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION, INCLUDING, BUT NOT LIMITED TO, THOSE PROVIDED IN RULE 144,144A OR 145 OR REGULATION S UNDER THE 1933 ACT. TRANSFER OF THIS NOTE IS ALSO SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT DATED MAY 25, 1995, AS AMENDED, AMONG URANIUM RESOURCES, INC., LINDNER INVESTMENTS, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICE OF URANIUM RESOURCES, INC., AND WILL BE MADE AVAILABLE BY URANIUM RESOURCES, INC. UPON WRITTEN REQUEST. 4 ASSIGNMENT I/we assign and transfer $ principal amount of this Note No. R- to - ------------------------------------------------------------------------------ (Print or type name, address and zip code of assignee) Insert social security or other identifying number of assignee: ________________ and irrevocably appoint as my/our agent and attorney-in fact to transfer this Note or the portion hereof which has been so assigned, on the books of the Company. The agent may substitute another to act for him or her. Dated: Signed: - --------------------------------- ------------------------------------------ Signature Guaranteed By: [Name of Noteholder--Sign exactly as name appears on the first page of this Note] - --------------------------------- By: ------------------------------------------ Its: 5 NOTICE OF CONVERSION TO Uranium Resources, Inc.: The undersigned owner of this Secured Convertible Note hereby irrevocably exercises the option to convert $ _______________principal amount of this Secured Convertible Note, into shares of Common Stock of Uranium Resources, Inc., in accordance with its terms, and directs that the shares of Common Stock issuable and deliverable upon conversion be issued and delivered to the undersigned unless a different note has been indicated below. If shares of Common Stock are to be registered in the name of a person other than the undersigned, the undersigned will pay any transfer taxes payable with respect thereto. Dated: Signed: ------------------------------------- Name of Noteholder By: ----------------------------------------- Its: Fill in for registration of shares of Common Stock only if otherwise than in name and address of the above named Noteholder: - --------------------------- ------------------------------- (Name) (Address) - ------------------------------- ------------------------------- (City and State) (Tax Identification Number) (Please print name and address including zip code number) EX-27.1 6 FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-1999 JUN-30-1999 346,122 585,055 5,883 0 1,053,874 2,162,542 99,750,375 (59,477,281) 45,506,638 1,696,003 6,279,075 0 0 12,409 31,469,462 45,506,638 1,037,862 1,037,862 2,249,974 3,256,556 0 0 76,844 (2,190,732) (263,810) (1,926,922) 0 0 0 (1,926,922) (.16) (.16)
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