UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
|
x |
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2013
Or
|
o |
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 001-33404
URANIUM RESOURCES, INC.
(Exact Name of Issuer as Specified in Its Charter)
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DELAWARE |
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75-2212772 |
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(State of Incorporation) |
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(I.R.S. Employer Identification |
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|
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No.) |
6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112
(Address of Principal Executive Offices, Including Zip Code)
(303) 531-0470
(Issuer’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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company x |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Title of Each Class of Common Stock |
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Number of Shares Outstanding |
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Common Stock, $0.001 par value |
|
19,820,258 as of August 13, 2013 |
Explanatory Note
As previously disclosed in a Current Report on Form 8-K filed on November 19, 2013, Uranium Resources, Inc. (the “Company,” “URI,” “we,” “us” or “our”) historically capitalized development costs after confirmation of the existence of a commercially minable uranium deposit. After discussions with the Staff of the United States Securities and Exchange Commission (the “SEC”), URI management determined that the Company’s capitalization practices were not in conformance with the SEC’s Industry Guide 7, which allows capitalization of development costs only after proven or probable reserves have been declared.
This Amendment No. 1 on Form 10-Q/A (the “Amendment” or “Form 10-Q/A”) amends and restates the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, as originally filed with the SEC on August 13, 2013 (the “Original Form 10-Q”). This Amendment amends and restates the Company’s consolidated financial statements and related disclosures as of June 30, 2013 and for the three and six months ended June 30, 2013 and 2012 by reclassifying costs from property, plant and equipment to mineral property expenses. The impact of the restatement is more fully described in Note 3 to the consolidated financial statements contained in this Amendment. Concurrently with the filing of this Amendment, the Company is also filing Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2012 to amend and restate the Company’s consolidated financial statements and related disclosures as of December 31, 2011 and 2012 and for the years ended December 31, 2010, 2011 and 2012. As a result of the restatement, management has re-evaluated and amended its conclusions regarding the Company’s disclosure controls and procedures and internal control over financial reporting as contained in Item 4 of Part I.
In addition, URI management has also determined, consistent with Industry Guide 7, to disclose mineralized material in terms of tons and grade only in its filings with the SEC. Accordingly, the Company will no longer disclose pounds of mineralized uranium material contained in the ground, and this Amendment removes all such disclosure. This Amendment also corrects an error in the number of shares of common stock outstanding as of June 30, 2013, as reflected in the consolidated financial statements contained in this Amendment, and as of August 13, 2013, as shown on the cover page. The correct number is 19,820,258 shares, as indicated in the consolidated financial statements and on the cover page of this Amendment.
The following items of the Original Form 10-Q have been modified or revised in this Form 10-Q/A to reflect the restatement and other changes identified above:
· the cover page;
· Part I, Item 1. “Financial Statements”;
· Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and
· Part I, Item 4. “Controls and Procedures”.
The Company’s principal executive officer and principal financial officer have also provided currently dated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 in connection with this Amendment.
This Amendment sets forth the Original Form 10-Q in its entirety, except as required to reflect the effects of the restatement and other changes identified above. Except for disclosures affected by the restatement and other changes, this Amendment speaks as of the original filing date of the Original Form 10-Q and does not modify or update other disclosures in the Original Form 10-Q, including the nature and character of such disclosures, to reflect events occurring or items discovered after the original filing date of the Original Form 10-Q.
This Amendment should be read in conjunction with the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2012 and all filings made with the SEC subsequent to the original filing date of the Original Form 10-K, together with any amendments to those filings, including the Company’s amended Quarterly Reports on Form 10-Q/A for the quarterly periods ended March 31, 2013 and September 30, 2013, as filed with the SEC on December 17, 2013.
URANIUM RESOURCES, INC.
2013 SECOND QUARTERLY REPORT ON FORM 10-Q
PART I — FINANCIAL INFORMATION
Uranium Resources, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
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|
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June 30, |
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December 31, |
| ||
|
|
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2013 |
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2012 |
| ||
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|
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(Restated) |
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(Restated) |
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ASSETS |
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Current Assets: |
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|
|
|
| ||
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Cash and cash equivalents |
|
$ |
5,325,813 |
|
$ |
4,664,596 |
|
|
Prepaid and other current assets |
|
401,579 |
|
708,228 |
| ||
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Total Current Assets |
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5,727,392 |
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5,372,824 |
| ||
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|
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|
|
|
| ||
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Property, plant and equipment, at cost: |
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|
|
|
| ||
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Property, plant and equipment |
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99,919,035 |
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100,058,667 |
| ||
|
Less accumulated depreciation, depletion and impairment |
|
(65,466,430 |
) |
(65,318,921 |
) | ||
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Net property, plant and equipment |
|
34,452,605 |
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34,739,746 |
| ||
|
|
|
|
|
|
| ||
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Certificates of deposit, restricted |
|
4,010,292 |
|
9,491,865 |
| ||
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Total Assets |
|
$ |
44,190,289 |
|
$ |
49,604,435 |
|
|
|
|
|
|
|
| ||
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
|
|
|
|
| ||
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Accounts payable |
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$ |
764,448 |
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$ |
1,331,888 |
|
|
Accrued liabilities |
|
1,414,532 |
|
1,525,726 |
| ||
|
Note payable |
|
— |
|
5,000,000 |
| ||
|
Current portion of asset retirement obligations |
|
887,257 |
|
1,160,378 |
| ||
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Current portion of capital leases |
|
40,431 |
|
112,140 |
| ||
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Total Current Liabilities |
|
3,106,668 |
|
9,130,132 |
| ||
|
|
|
|
|
|
| ||
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Asset retirement obligations |
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3,455,798 |
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3,337,679 |
| ||
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Long-term debt |
|
950,000 |
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950,000 |
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Long-term capital leases, less current portion |
|
8,847 |
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17,582 |
| ||
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Total Liabilities |
|
7,521,313 |
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13,435,393 |
| ||
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|
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Shareholders’ Equity: |
|
|
|
|
| ||
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Common stock, 200,000,000 shares authorized, $.001 par value; 19,820,258 and 16,150,163 shares issued and outstanding, respectively |
|
19,824 |
|
16,154 |
| ||
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Paid-in capital |
|
216,504,960 |
|
207,338,549 |
| ||
|
Accumulated deficit |
|
(179,846,390 |
) |
(171,176,243 |
) | ||
|
Less: Treasury stock (3,813 shares), at cost |
|
(9,418 |
) |
(9,418 |
) | ||
|
Total Shareholders’ Equity |
|
36,668,976 |
|
36,169,042 |
| ||
|
|
|
|
|
|
| ||
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Total Liabilities and Shareholders’ Equity |
|
$ |
44,190,289 |
|
$ |
49,604,435 |
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|
|
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Commitments and contingencies (Note 10) |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Uranium Resources, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2013 |
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2012 |
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2013 |
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2012 |
| ||||
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(Restated) |
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(Restated) |
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(Restated) |
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(Restated) |
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Revenues: |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
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|
|
|
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| ||||
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Cost of uranium sales: |
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|
|
|
|
|
|
| ||||
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Operating expenses |
|
630,907 |
|
923,429 |
|
1,318,124 |
|
1,143,837 |
| ||||
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Mineral property expenses |
|
1,002,569 |
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1,604,130 |
|
1,424,329 |
|
2,234,040 |
| ||||
|
Accretion/amortization of asset retirement obligations |
|
97,435 |
|
23,624 |
|
194,870 |
|
46,743 |
| ||||
|
Depreciation and depletion |
|
73,919 |
|
110,996 |
|
149,818 |
|
227,318 |
| ||||
|
Impairment of uranium properties |
|
400,226 |
|
482,849 |
|
679,655 |
|
751,772 |
| ||||
|
Total cost of uranium sales |
|
2,205,056 |
|
3,145,028 |
|
3,766,796 |
|
4,403,710 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
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Loss from operations before corporate expenses |
|
(2,205,056 |
) |
(3,145,028 |
) |
(3,766,796 |
) |
(4,403,710 |
) | ||||
|
Corporate expenses: |
|
|
|
|
|
|
|
|
| ||||
|
General and administrative |
|
1,939,882 |
|
2,183,553 |
|
4,575,118 |
|
5,196,689 |
| ||||
|
Depreciation |
|
37,163 |
|
31,956 |
|
83,142 |
|
63,840 |
| ||||
|
Total corporate expenses |
|
1,977,045 |
|
2,215,509 |
|
4,658,260 |
|
5,260,529 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
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Loss from operations |
|
(4,182,101 |
) |
(5,360,537 |
) |
(8,425,056 |
) |
(9,664,239 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
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Other income and expense: |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense |
|
(9,908 |
) |
(3,121 |
) |
(249,626 |
) |
(6,668 |
) | ||||
|
Interest and other income, net |
|
(4,691 |
) |
129,593 |
|
4,535 |
|
227,177 |
| ||||
|
Net loss |
|
$ |
(4,196,700 |
) |
$ |
(5,234,065 |
) |
$ |
(8,670,147 |
) |
$ |
(9,443,730 |
) |
|
Basic and diluted net loss per common share |
|
$ |
(0.21 |
) |
$ |
(0.49 |
) |
$ |
(0.47 |
) |
$ |
(0.92 |
) |
|
Average weighted shares outstanding |
|
19,820,507 |
|
10,626,011 |
|
18,550,244 |
|
10,215,350 |
| ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Uranium Resources, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
Six Months Ended |
| ||||
|
|
|
June 30, |
| ||||
|
|
|
2013 |
|
2012 |
| ||
|
|
|
(Restated) |
|
(Restated) |
| ||
|
Operating activities: |
|
|
|
|
| ||
|
Net loss |
|
$ |
(8,670,147 |
) |
$ |
(9,443,730 |
) |
|
Reconciliation of net loss to cash used in operations: |
|
|
|
|
| ||
|
Accretion/amortization of asset retirement obligations |
|
194,870 |
|
46,743 |
| ||
|
Depreciation and depletion |
|
232,960 |
|
291,158 |
| ||
|
Impairment of uranium properties |
|
679,655 |
|
751,772 |
| ||
|
Decrease in restoration and reclamation accrual |
|
(933,897 |
) |
(879,269 |
) | ||
|
Stock compensation expense |
|
183,316 |
|
311,797 |
| ||
|
Other non-cash items, net |
|
73,795 |
|
609 |
| ||
|
Effect of changes in operating working capital items: |
|
|
|
|
| ||
|
(Increase) decrease in receivables |
|
270,876 |
|
(83,354 |
) | ||
|
Decrease in prepaid and other current assets |
|
35,773 |
|
46,242 |
| ||
|
Increase (decrease) in payables, accrued liabilities and deferred credits |
|
(291,301 |
) |
1,672,138 |
| ||
|
Net cash used in operating activities |
|
(8,224,100 |
) |
(7,285,894 |
) | ||
|
|
|
|
|
|
| ||
|
Cash flows from investing activities: |
|
|
|
|
| ||
|
(Increase) decrease in certificates of deposit, restricted |
|
5,481,573 |
|
(46,715 |
) | ||
|
Increase in note receivable |
|
— |
|
(3,156,765 |
) | ||
|
Additions to uranium properties |
|
(115,244 |
) |
(978,867 |
) | ||
|
Net cash provided by (used in) investing activities |
|
5,366,329 |
|
(4,182,347 |
) | ||
|
|
|
|
|
|
| ||
|
Cash flows from financing activities: |
|
|
|
|
| ||
|
Payments on borrowings |
|
(80,444 |
) |
(31,702 |
) | ||
|
Issuance of common stock, net |
|
3,599,432 |
|
11,434,055 |
| ||
|
Net cash provided by financing activities |
|
3,518,988 |
|
11,402,353 |
| ||
|
|
|
|
|
|
| ||
|
Net increase (decrease) in cash and cash equivalents |
|
661,217 |
|
(65,888 |
) | ||
|
Cash and cash equivalents, beginning of period |
|
4,664,596 |
|
2,890,263 |
| ||
|
Cash and cash equivalents, end of period |
|
$ |
5,325,813 |
|
$ |
2,824,375 |
|
|
|
|
|
|
|
| ||
|
Non-cash transactions: |
|
|
|
|
| ||
|
Issuance of common stock for short term loan principal and interest payment |
|
$ |
5,095,833 |
|
$ |
— |
|
|
Issuance of common stock for services |
|
$ |
291,500 |
|
$ |
— |
|
|
Issuance of restricted stock to employees and directors |
|
$ |
47 |
|
$ |
341 |
|
|
Capital lease obligations |
|
$ |
— |
|
$ |
24,931 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Uranium Resources, Inc.
Notes to Condensed Consolidated Financial Statements June 30, 2013 (Unaudited)
1. DESCRIPTION OF BUSINESS
Uranium Resources, Inc. (URI) is a uranium exploration, development and production company. We were organized in 1977 to acquire and develop uranium mines in South Texas using the in-situ recovery mining process (ISR). URI has historically produced uranium by ISR methods in the State of Texas where the Company currently has ISR mining projects, including two licensed processing facilities. We also have mineral holdings in New Mexico and a NRC license to produce up to 3 million pounds per annum of uranium on certain of its New Mexico projects. The Company acquired these properties over the past 20 years along with an extensive information database of historic mining logs and analysis. None of URI’s properties are currently in production.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in the Company’s 2012 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 six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2013.
3. RESTATEMENT
The Company determined that the capitalization of development costs primarily on its New Mexico mineral properties and to a lesser extent on its South Texas mineral properties was not in accordance with U.S. GAAP. As a result, the Company has amended and restated its consolidated financial statements for the years ended December 31, 2012, 2011 and 2010, to reflect a cumulative adjustment to mineral property expenditures of $8,974,000 up to December 31, 2012. These adjustments to property expenditures were previously capitalized as property, plant and equipment.
The Company has also restated the March 31, 2013 and 2012 and the June 30, 2013and 2012 interim financial statements to expense certain costs previously capitalized as mineral property development costs. The Company has determined that its capitalization of these expenditures was not in accordance with U.S. GAAP. As a result, the Company has amended and restated the interim consolidated balance sheet as of June 30, 2013 to expense $673,000 of costs incurred during the six month period ended June 30, 2013 that were previously capitalized as development costs to mineral property expenses. The interim consolidated statements of operations for the six-month period ended June 30, 2013 and 2012 were amended and restated to expense $673,000 and $2,177,000, respectively, of costs previously capitalized as development costs to mineral property expenses. Corresponding changes were made to the interim statements of cash flows for the six-months ended June 30, 2013 and 2012.
Consolidated Balance Sheet
|
|
|
June 30, 2013 |
| ||||
|
|
|
As Reported |
|
Adjustment |
|
As Restated |
|
|
|
|
$ |
|
$ |
|
$ |
|
|
Assets |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
109,566,339 |
|
(9,647,304 |
) |
99,919,035 |
|
|
Total Assets |
|
53,837,593 |
|
(9,647,304 |
) |
44,190,289 |
|
|
Shareholders’ equity |
|
|
|
|
|
|
|
|
Accumulated deficit |
|
(170,199,086 |
) |
(9,647,304 |
) |
(179,846,390 |
) |
|
Total shareholders’ equity |
|
46,316,280 |
|
(9,647,304 |
) |
36,668,976 |
|
|
Total liabilities and shareholders’ equity |
|
53,837,593 |
|
(9,647,304 |
) |
44,190,289 |
|
Consolidated Statement of Operations
|
|
|
Three Months Ended June 30, 2013 |
| ||||
|
|
|
As Reported |
|
Adjustment |
|
As Restated |
|
|
|
|
$ |
|
$ |
|
$ |
|
|
Mineral property expenses |
|
652,455 |
|
350,114 |
|
1,002,569 |
|
|
Total cost of uranium sales |
|
1,854,942 |
|
350,114 |
|
2,205,056 |
|
|
Loss from operations before corporate expenses |
|
(1,854,942 |
) |
(350,114 |
) |
(2,205,056 |
) |
|
Loss from operations |
|
(3,831,987 |
) |
(350,114 |
) |
(4,182,101 |
) |
|
Net loss |
|
(3,846,586 |
) |
(350,114 |
) |
(4,196,700 |
) |
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share |
|
(0.19 |
) |
(0.02 |
) |
(0.21 |
) |
Consolidated Statement of Operations
|
|
|
Six Months Ended June 30, 2013 |
| ||||
|
|
|
As Reported |
|
Adjustment |
|
As Restated |
|
|
|
|
$ |
|
$ |
|
$ |
|
|
Mineral property expenses |
|
751,360 |
|
672,969 |
|
1,424,329 |
|
|
Total cost of uranium sales |
|
3,093,827 |
|
672,969 |
|
3,766,796 |
|
|
Loss from operations before corporate expenses |
|
(3,093,827 |
) |
(672,969 |
) |
(3,766,796 |
) |
|
Loss from operations |
|
(7,752,087 |
) |
(672,969 |
) |
(8,425,056 |
) |
|
Net loss |
|
(7,997,178 |
) |
(672,969 |
) |
(8,670,147 |
) |
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share |
|
(0.43 |
) |
(0.04 |
) |
(0.47 |
) |
Consolidated Statement of Cash Flows
|
|
|
Six Months Ended June 30, 2013 |
| ||||
|
|
|
As Reported |
|
Adjustment |
|
As Restated |
|
|
|
|
$ |
|
$ |
|
$ |
|
|
Net Loss |
|
(7,997,178 |
) |
(672,969 |
) |
(8,670,147 |
) |
|
Additions to uranium properties |
|
(788,213 |
) |
672,969 |
|
(115,244 |
) |
Consolidated Statement of Operations
|
|
|
Three Months Ended June 30, 2012 |
| ||||
|
|
|
As Reported |
|
Adjustment |
|
As Restated |
|
|
|
|
$ |
|
$ |
|
$ |
|
|
Mineral property expenses |
|
30,744 |
|
1,573,386 |
|
1,604,130 |
|
|
Total cost of uranium sales |
|
1,571,642 |
|
1,573,386 |
|
3,145,028 |
|
|
Loss from operations before corporate expenses |
|
(1,571,642 |
) |
(1,573,386 |
) |
(3,145,028 |
) |
|
Loss from operations |
|
(3,787,151 |
) |
(1,573,386 |
) |
(5,360,537 |
) |
|
Net Loss |
|
(3,660,679 |
) |
(1,573,386 |
) |
(5,234,065 |
) |
|
Basic and diluted net loss per common share |
|
(0.34 |
) |
(0.15 |
) |
(0.49 |
) |
Consolidated Statement of Operations
|
|
|
Six Months Ended June 30, 2012 |
| ||||
|
|
|
As Reported |
|
Adjustment |
|
As Restated |
|
|
|
|
$ |
|
$ |
|
$ |
|
|
Mineral property expenses |
|
57,459 |
|
2,176,581 |
|
2,234,040 |
|
|
Total cost of uranium sales |
|
2,227,129 |
|
2,176,581 |
|
4,403,710 |
|
|
Loss from operations before corporate expenses |
|
(2,227,129 |
) |
(2,176,581 |
) |
(4,403,710 |
) |
|
Loss from operations |
|
(7,487,658 |
) |
(2,176,581 |
) |
(9,664,239 |
) |
|
Net loss |
|
(7,267,149 |
) |
(2,176,581 |
) |
(9,443,730 |
) |
|
Basic and diluted net loss per common share |
|
(0.71 |
) |
(0.21 |
) |
(0.92 |
) |
Consolidated Statement of Cash Flows
|
|
|
Six Months Ended June 30, 2012 |
| ||||
|
|
|
As Reported |
|
Adjustment |
|
As Restated |
|
|
|
|
$ |
|
$ |
|
$ |
|
|
Net loss |
|
(7,267,149 |
) |
(2,176,581 |
) |
(9,443,730 |
) |
|
Additions to uranium properties |
|
(3,155,448 |
) |
2,176,581 |
|
(978,867 |
) |
4. LIQUIDITY
The Company had negative cash flow from operations of $8.2 million for the six months ended June 30, 2013. Our cash position was $5.3 million at June 30, 2013 and $4.25 million at July 31, 2013. The Company is not currently commercially producing uranium and, as such, does not anticipate generating any significant sales revenues in 2013.
In March 2013, the Company completed a Shareholder Rights Offering (“Rights Offering”) whereby the Company received $3.6 million in cash, net of expenses and $5.0 million was used to repay the short term financing from Resource Capital Fund V L.P. (“RCF”).
In February 2013, the Company secured a new source to satisfy its financial surety obligations for the Texas regulatory agencies. Previously, the Company had met its financial surety obligations through a combination of bank issued letters of credit (the “L/Cs”) and bonds issued for the benefit of the Company. These financial surety arrangements required the Company to fully collateralize the face amount of the L/C’s and the bonds with short term investment vehicles. This requirement resulted in the Company posting $9.3 million in cash that was restricted for the purpose of collateralizing these obligations. The Company’s new financial surety arrangements are provided by Lexon Insurance Company (“Lexon”) in the form of bonds issued for the benefit of the Company. The amount of the bonds written by Lexon total approximately $9.0 million and the collateral requirements of these bonds requires the Company to maintain 40% of the value of the bonds in the form of restricted cash. This change in collateral requirement occurred in April 2013 and reduced the amount of restricted cash required by the Company to $3.6 million and resulted in a corresponding increase in cash to the Company of $5.4 million.
In the fourth quarter of 2011, the Company entered into an At-The-Market Sales Agreement with BTIG, LLC, allowing it to sell from time to time, its common shares having an aggregate offering price of up to $15.0 million, through an “at-the-market” equity offering program (“ATM Sales Agreement”). The Company did not make any sales under the ATM Sales Agreement in the second quarter of 2013 and has a total of $9.0 million available for future sales under the ATM Sales Agreement.
The Company expects that its existing cash and funding available under the ATM Sales Agreement will provide it the necessary liquidity moving forward for 2013. Additional funding available under the ATM Sales Agreement is subject to market conditions. In the event funds are not available, we may be required to change our planned business strategies.
5. PROPERTY, PLANT AND EQUIPMENT
Certain of the balances presented below have been restated as described in Note 3:
|
|
|
Property, Plant and |
| ||||
|
|
|
Equipment, net at: |
| ||||
|
|
|
6/30/2013 |
|
12/31/2012 |
| ||
|
|
|
(Restated) |
|
(Restated) |
| ||
|
Uranium plant |
|
$ |
9,478,000 |
|
$ |
9,532,000 |
|
|
Permits and licenses |
|
174,000 |
|
174,000 |
| ||
|
Mineral rights and properties |
|
20,874,000 |
|
20,872,000 |
| ||
|
Evaluation and delineation |
|
2,022,000 |
|
2,022,000 |
| ||
|
Vehicles/depreciable equipment |
|
1,273,000 |
|
1,435,000 |
| ||
|
Other property, plant and equipment |
|
632,000 |
|
705,000 |
| ||
|
Total |
|
$ |
34,453,000 |
|
$ |
34,740,000 |
|
Impairment of Uranium Properties
At June 30, 2013 and 2012, the carrying value of the project assets at each of our South Texas production locations exceeded their fair value as a result of a decline in the market price of uranium and an increase in the estimated costs for each of our South Texas projects.
Such determination resulted in an impairment provision of approximately $680,000 and $752,000 for the first six months of 2013 and 2012, respectively. The impairment provision for the first six months of 2013 and 2012 respectively, was $394,000 and $321,000 related to Kingsville Dome, $276,000 and $401,000 related to Vasquez, and $10,000 and $30,000 related to for Rosita.
The net carrying values of the Kingsville Dome, Rosita and Vasquez projects are approximately $5.4 million, $4.9 million and $405,000 at June 30, 2013.
6. SHAREHOLDERS’ EQUITY
Reverse Stock Split
Immediately following the close of trading on January 22, 2013, the Company completed a 1 for 10 reverse stock split for its common stock. With the reverse stock split, every ten shares of the Company’s issued and outstanding common stock were combined into one issued and outstanding share of common stock. The reverse stock split had no effect on the par value of the shares or the authorized number of shares of the Company. The reverse split reduced the number of URI’s outstanding common stock from approximately 161.1 million shares to approximately 16.1 million shares. All share data herein has been retroactively adjusted for the reverse stock split as of December 31, 2012.
The following table details the changes in shareholders’ equity for the six months ended June 30, 2013:
|
|
|
Common Stock |
|
Paid-In |
|
Accumulated |
|
Treasury |
| ||||||
|
|
|
Shares |
|
Amount |
|
Capital |
|
Deficit |
|
Stock |
| ||||
|
|
|
|
|
|
|
|
|
(Restated) |
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Balances, December 31, 2012, as reported |
|
16,150,163 |
|
$ |
16,154 |
|
$ |
207,338,549 |
|
$ |
(162,201,908 |
) |
$ |
(9,418 |
) |
|
Prior period adjustment |
|
— |
|
— |
|
— |
|
(8,974,335 |
) |
— |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Balances, December 31, 2012, as restated |
|
16,150,163 |
|
16,154 |
|
207,338,549 |
|
(171,176,243 |
) |
(9,418 |
) | ||||
|
Net loss, as restated |
|
— |
|
— |
|
— |
|
(8,670,147 |
) |
— |
| ||||
|
Stock compensation expense |
|
— |
|
— |
|
183,316 |
|
— |
|
— |
| ||||
|
Common stock issued — payment of loan principal and interest |
|
1,992,127 |
|
1,992 |
|
5,093,841 |
|
— |
|
— |
| ||||
|
Common stock issued — shareholder rights offering |
|
1,547,843 |
|
1,548 |
|
3,597,884 |
|
— |
|
— |
| ||||
|
Common stock issued for services |
|
83,200 |
|
83 |
|
291,417 |
|
— |
|
— |
| ||||
|
Restricted stock issuance |
|
46,925 |
|
47 |
|
(47 |
) |
— |
|
— |
| ||||
|
Balances, June 30, 2013, as restated |
|
19,820,258 |
|
$ |
19,824 |
|
$ |
216,504,960 |
|
$ |
(179,846,390 |
) |
$ |
(9,418 |
) |
See Note 7 — Stock Based Compensation for further discussion of stock compensation expense and restricted stock issuance.
Equity Infusion—Shareholder Rights Offering
In March 2013, the Company completed the Rights Offering, whereby each URI shareholder and warrant holder received one non-transferrable subscription right for each share of common stock owned or subject to a warrant as of 5:00pm ET on January 28, 2013. Every subscription right entitled the holder to purchase 0.3119 of a share of common stock of URI at a price of $2.55 per whole share.
Under the Rights Offering, the Company raised $3.6 million in cash, net of expenses and $5.0 million was used to repay the short term financing from RCF, whereby RCF was issued 1.96 million shares of the Company’s common stock. Also in connection with the RCF loan facility, the Company issued 31,343 shares of common stock in 2013 to pay fourth quarter 2012 and first quarter 2013 interest accrued on the loan of $16,667 and $79,167, respectively.
7. STOCK BASED COMPENSATION
Our stock based compensation programs consist of stock option and restricted stock grants made to employees and directors.
2013 Omnibus Incentive Plan
In June 2013, the Company’s stockholders and Board approved the 2013 Omnibus Incentive Plan (“2013 OIP”) that governs all future awards of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards, and cash bonus awards. A total of approximately 1 million shares are available to be issued under the 2013 OIP.
Stock Compensation Expense
Stock compensation expense for the six months ended June 30, 2013 and 2012 was $183,000 and $312,000, respectively. Stock compensation expense is recorded as a component of general and administrative expenses for each period. The Company did not recognize a tax benefit from the stock compensation expense because the Company considers it is more likely than not that the related deferred tax assets, which have been reduced by a full valuation allowance, will not be realized.
On January 16, 2013, the Company granted 5,000 stock options to a newly appointed non-employee director of the Company to purchase shares of the Company’s common stock.
On March 12, 2013, the Company granted 25,000 restricted shares of the Company’s common stock to the new President and Chief Executive Officer, subject to service and performance vesting criteria over a three-year period. The weighted average fair value for this issuance was $2.73. The Company recognized stock compensation expense of $7,000.
On March 12, 2013, the Company also granted to the new President and Chief Executive Officer 55,000 stock options to purchase common stock of the Company, subject to service and performance vesting criteria over a three-year period. The weighted average fair value for this issuance was $1.98. The Company recognized stock compensation expense of $11,000.
On March 12, 2013, the Company granted 25,000 restricted shares of the Company’s common stock to a former executive of the Company in connection with a separation agreement signed with the executive. The Company recognized stock compensation expense for the restricted share grants of $43,000 in the first half of 2013 in connection with this issuance. In addition, the Company extended the exercise period for certain previously issued stock options for this former executive and recognized stock compensation expense for this modification of $134,000 in the first half of 2013.
On June 4, 2013, the Compensation Committee approved a grant of 100,000 shares of restricted stock units under the 2013 OIP to the President and Chief Executive Officer, subject to specific vesting criteria over a three-year period. The weighted average fair value for this issuance was $2.83. The Company recognized stock compensation expense of $6,000 in connection with this issuance.
On June 4, 2013, the Board also approved a grant of a total of 100,000 restricted stock units under the 2013 OIP to the Company’s non-employee Directors, subject to specific vesting criteria over a three-year period. The weighted average fair value for this issuance was $2.83. The Company recognized stock compensation expense of $7,000 in connection with this issuance.
The fair value of stock options and restricted shares granted to employees and directors was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the period:
|
Risk free rate |
|
2.16% - 1.40% |
|
|
Expected life |
|
5.7 — 7.8 years |
|
|
Expected volatility |
|
84% - 89% |
|
|
Expected dividend yield |
|
0.0% |
|
The total estimated unrecognized compensation cost from the unvested stock options and restricted grants at June 30, 2013 was approximately $904,000, which is expected to be recognized over the weighted average vesting period of the individual grants which range from 1-3 years.
Stock Options for the Six Months Ended June 30, 2013
The following table summarizes stock options outstanding and changes during the six month period ended June 30, 2013:
|
|
|
Outstanding Options |
| ||||||||
|
|
|
Number of |
|
Weighted |
|
Weighted |
|
Aggregate |
| ||
|
Options outstanding at January 1, 2013 |
|
317,270 |
|
$ |
24.62 |
|
|
|
|
| |
|
Granted |
|
60,000 |
|
2.85 |
|
|
|
|
| ||
|
Exercised |
|
— |
|
— |
|
|
|
|
| ||
|
Canceled or forfeited |
|
72,791 |
|
25.90 |
|
|
|
|
| ||
|
Options outstanding at June 30, 2013 |
|
304,479 |
|
$ |
20.02 |
|
4.31 |
|
$ |
— |
|
|
Options exercisable at June 30, 2013 |
|
226,980 |
|
$ |
25.57 |
|
2.51 |
|
$ |
— |
|
Shares available for grant under the Company’s stock option plans as of June 30, 2013 were 987,914.
Stock options outstanding and currently exercisable at June 30, 2013 are as follows:
|
|
|
Options Outstanding |
|
Options Exercisable |
| ||||||||
|
Stock Option Plan |
|
Number of |
|
Weighted |
|
Weighted |
|
Number of |
|
Weighted |
| ||
|
|
|
|
|
(in years) |
|
|
|
|
|
|
| ||
|
1995 Stock Incentive Plan |
|
145,906 |
|
1.1 |
|
$ |
13.46 |
|
145,906 |
|
$ |
13.46 |
|
|
2004 Stock Incentive Plan |
|
85,241 |
|
8.0 |
|
13.92 |
|
29,408 |
|
34.74 |
| ||
|
2004 Directors’ Plan |
|
73,332 |
|
6.4 |
|
40.19 |
|
51,666 |
|
54.57 |
| ||
|
|
|
304,479 |
|
4.3 |
|
$ |
20.02 |
|
226,980 |
|
$ |
25.57 |
|
8. ASSET RETIREMENT OBLIGATIONS
The following table shows the change in the balance of the restoration and reclamation liability during the six months ended June 30, 2013:
|
Reserve for future restoration and reclamation costs, beginning of year |
|
$ |
4,498,057 |
|
|
Additions and changes in cash flow estimates |
|
584,025 |
| |
|
Costs incurred |
|
(933,897 |
) | |
|
Accretion expense |
|
194,870 |
| |
|
Reserve for future restoration and reclamation costs, end of period |
|
$ |
4,343,055 |
|
9. EARNINGS PER SHARE
The basic earnings per share calculation includes no dilution and is computed by dividing income or loss attributed to common stockholders by the weighted-average number of common shares outstanding for the period. The diluted earnings per share reflects the potential dilution that could occur if stock options and warrants were exercised or converted into common stock. Potentially dilutive shares of 451,764 were excluded from the calculation of earnings per share because they were anti-dilutive due to our net loss position for the six months ended June 30, 2013.
10. COMMITMENTS AND CONTINGENCIES
In July 2013, the Company amended its uranium supply contract with Itochu Corporation (“Itochu”) to include a new sales pricing structure, new delivery dates and quantity levels. Pursuant to the amended agreement, Itochu would purchase one-half of all production from the Company’s Vasquez, Rosita or Kingsville properties up to three million pounds of U3O8. Any new production outside of those areas is not subject to the agreement. The purchase price will be based on published market prices at the time of delivery subject to a five percent discount when the market price is $56.50 per pound of U3O8 or less, or seven percent when greater than $56.50 per pound.
The Company’s mining operations are subject to federal and state regulations for the protection of the environment, including water quality. These laws are constantly changing and generally becoming more restrictive. The ongoing costs of complying with such regulations have not been significant to the Company’s annual operating costs. Future mine closure and reclamation costs are provided for as each pound of uranium is produced on a unit-of-production basis. The Company reviews its reclamation obligations each year and determines the appropriate unit charge. The Company also evaluates the status of current environmental laws and their potential impact on their accrual for costs. The Company believes its operations are in compliance with current environmental regulations.
The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management believes it has meritorious defenses in all such proceedings and is not aware of any material adverse effect on the Company’s financial condition or results of operations from such proceedings.
Registration Statement
In connection with our May 2008 private placement and the March 2012 investment agreement with RCF, the Company executed a registration rights agreement pursuant to which the shares issued in the private placement and under the investment agreement were registered. The registration rights agreement provides for penalties in the event the registration statement fails to remain effective. At June 30, 2013, the Company’s registration statements were and remain effective.
Employment Agreements
The Company has entered into employment agreements with the certain of the Executive Officers of the Company, that provide that, in the event of a change in control, such officers will have certain rights and benefits for a period of twenty-four months following such change in control. The employment agreements provide that the executive’s base salary payments shall be made on a monthly basis for the duration of the term and any incentive payments shall be paid annually until the obligation to make such payments expires.
In March 2013, the Company entered into a Employment Agreement with the Company’s new President and Chief Executive Officer with a one-year term. In the event his employment is terminated following a change in control, he would be entitled to two year’s base salary payable in a lump sum within 30 days after his termination date. In the event the Company terminates the Employment Agreement during its term, other than for cause or elects not to renew the Employment Agreement at the conclusion of its term, he would be entitled to one year’s base salary payable in a lump sum within 30 days after his termination date.
In June 2013, the Company entered into a Employment Agreement with the Company’s new Vice President — Finance and Chief Financial Officer with a one-year term. In the event his employment is terminated following a change in control, he would be entitled to one year’s base salary payable in a lump sum within 30 days after his termination date. In the event the Company terminates the Employment Agreement during its term, other than for cause or elects not to renew the Employment Agreement at the conclusion of its terms, he would be entitled to six month’s base salary payable in a lump sum within 30 days after his termination date.
11. SUBSEQUENT EVENT
On August 2, 2013, Thomas H. Ehrlich, the Company’s former chief financial officer, filed a complaint against the Company in the District Court of Denton County, Texas, Cause No. 2013-61011-393. The complaint alleges that the Company breached a compensation agreement between the Company and Mr. Ehrlich that provided for certain payments to Mr. Ehrlich upon certain change in control events. While the Company is still evaluating the complaint and cannot estimate the timing or estimated amount, if any, associated with the outcome, the Company does not believe it will have a material adverse impact on the Company’s financial position, results of operations or liquidity. The Company intends to vigorously defend any assertions related to the above lawsuit.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and any financial data incorporated herein by reference to the Company’s reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Forward-looking statements convey our current expectations or forecasts of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
This Item 2 contains “forward looking statements.” These statements include, without limitation, statements relating to liquidity, financing of operations, continued volatility of uranium prices and other matters. The words “believes,” “expects,” “projects,” “targets,” “estimates” or similar expressions identify forward-looking statements. We do 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 our disclosures and the risks set forth herein and in the Company’s 2012 Annual Report on Form 10-K/A under the caption “Risk Factors.”
Restatement and Revision of Previously Reported Consolidated Financial Information
This Item 2 has been amended and restated to give effect to the restatement of our previously issued consolidated financial statements and related disclosures as of December 31, 2011 and 2012 and for the years ended December 31, 2010, 2011 and 2012, and our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2012 and 2013. The Company historically capitalized development costs after confirmation of the existence of a commercially minable uranium deposit. After discussions with the Staff of the SEC, URI management determined that the Company’s capitalization practices were not in conformance with the SEC’s Industry Guide 7, which allows capitalization of development costs only after proven or probable reserves have been declared. This Amendment amends and restates the Company’s consolidated financial statements by reclassifying costs from property, plant and equipment to mineral property expenses. The impact of the restatement is more fully described in Note 3 to the condensed consolidated financial statements contained elsewhere in this quarterly report.
General
The Company’s vision is to be a leading U.S. uranium developer and producer. Our strategy is to create wealth for shareholders by advancing our projects in a way which both conserves cash and best positions us to return to production when uranium markets improve. In Texas, our focus is to add quality reserves within an economic distance of each licensed ISR processing facility through exploration activities and/or through value accretive acquisitions. In New Mexico, we will continue to progress the Churchrock Section 8 ISR project and also assess the potential of our significant resource base for the development of larger scale projects on a standalone basis or with partners.
We have 206,600 acres of mineral holdings in New Mexico and a NRC license to produce up to 3 million pounds per annum of uranium on certain of our New Mexico projects. The Company acquired these properties over the past 20 years along with an extensive information database of historic mining logs and analysis. None of URI’s properties are currently in production.
Financial Condition and Results of Operations
Comparison of Three and Six Months Ended June 30, 2013 and 2012
Uranium Sales
During the first half of 2013 and 2012, we had no uranium sales.
Cost of Uranium Sales
The costs incurred in the first half of 2013 and 2012 for operations and depreciation/depletion resulted from stand-by, maintenance and monitoring activities at our Rosita, Kingsville Dome, and Vasquez projects. Our total cost of uranium sales is comprised of production costs, including operating expenses, depreciation and depletion expenses, and also includes amortization of our restoration and reclamation cost estimates, exploration costs incurred during the period and impairment provisions for uranium properties.
The following table details our cost of uranium sales breakdown for the three and six months ended June 30, 2013 and 2012:
|
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
Total pounds sold |
|
— |
|
— |
|
— |
|
— |
| ||||
|
Total operating expenses |
|
$ |
631,000 |
|
$ |
923,000 |
|
$ |
1,318,000 |
|
$ |
1,144,000 |
|
|
Depreciation and depletion |
|
74,000 |
|
111,000 |
|
150,000 |
|
227,000 |
| ||||
|
Direct cost of sales |
|
$ |
705,000 |
|
$ |
1,034,000 |
|
$ |
1,468,000 |
|
$ |
1,371,000 |
|
Operating Expenses
During the first half of 2013, we incurred total operating expenses of $1,318,000, of which $311,000 was connected with our South Texas projects and $1,007,000 with the Kingsville Dome pond recovery project. During the first half of 2012, we incurred operating expenses of $288,000 related to our South Texas projects and $856,000 in connection with the Kingsville Dome pond recovery project.
During the three-months ended June 30, 2013, we incurred total operating expenses of $631,000, of which $179,000 was connected with our South Texas projects and $452,000 with the Kingsville Dome pond recovery project. During the three-months ended June 30, 2012, we incurred operating expenses of $142,000 related to our South Texas projects and $781,000 in connection with the Kingsville Dome pond recovery project.
Mineral Property Expenses
For the three-months ended June 30, 2013 and 2012 we incurred mineral property expenses of $1,003,000 and $1,604,000, respectively, which were primarily for the Company’s New Mexico properties. For the three-months ended June 30, 2013, these costs were primarily for land holding costs on the Elizabeth, East Roca Honda, Mesa Redonda, Hogan and West Endy properties ($250,000), permitting costs on the Churchrock, Crownpoint, Cebolleta and Juan Tafoya properties ($100,000) and exploration costs on other properties ($653,000). For the three-months ended June 30, 2012, these costs were primarily for land holding costs on the Churchrock property and the Marshall property in Texas ($730,000), plant and wellfield development costs on the Churchrock property ($755,000), permitting costs on the Churchrock and Crownpoint properties ($88,000) and exploration costs on other properties ($31,000).
During the first half of 2013 and 2012 we incurred mineral property expenses of $1,424,000 and $2,234,000, respectively, which were primarily for the Company’s New Mexico properties. For the six months ended June 30, 2013, these costs were primarily for land holding costs on the Elizabeth, East Roca Honda, Mesa Redonda, Hogan and West Endy properties ($377,000), permitting costs on the Churchrock, Crownpoint, Cebolleta and Juan Tafoya properties ($296,000) and exploration costs on other properties ($751,000). For the six-months ended June 30, 2012, these costs were primarily for land holding costs on the Churchrock property and the Marshall property in Texas ($732,000), plant and wellfield development costs on the Churchrock property ($1,204,000), permitting costs on the Churchrock and Crownpoint properties ($241,000) and exploration costs on other properties ($57,000).
Depreciation and Depletion
During the first half of 2013 and 2012, we incurred depreciation and depletion expense related to our South Texas projects of $150,000 and $227,000, respectively. During the three-months ended June 30, 2013, we incurred depreciation and depletion expense related to our South Texas projects of $74,000, compared to $111,000 for the corresponding period in 2012. All such costs were from stand-by and/or care and maintenance activities.
Impairment of Uranium Properties
At June 30, 2013 and 2012, the carrying value of the project assets at each of our South Texas production locations exceeded their fair value as a result of an increase in the estimated costs for each of our South Texas projects. The increase in cost is due to a change in the estimate of future restoration and remediation costs for these projects, such change then capitalized in accordance with our accounting policy. Such determination resulted in an impairment provision of approximately $680,000 and $752,000 for the first six months of 2013 and 2012, respectively. The impairment provision for the first six months of 2013 and 2012, respectively, were $394,000 and $321,000 related to Kingsville Dome, $276,000 and $401,000 related to Vasquez and $10,000 and $30,000 for Rosita.
The impairment provision for the three-months ended June 30, 2013 was $400,000, compared to $483,000 for the corresponding period in 2012, respectively. The impairment provision, respectively, was $297,000 and $153,000 for Kingsville Dome, $98,000 and $314,000 for Vasquez, and $5,000 and $16,000 for Rosita.
Accretion and Amortization of Future Restoration Costs
During the first half of 2013 and 2012, the accretion and amortization of future restoration costs were $195,000 and $47,000, respectively. This increase of $148,000 was primarily due to a modification in the interest rate used in the calculation.
During the three-months ended June 30, 2013, the accretion and amortization of future restoration costs was $97,000, compared to $24,000 for the corresponding period in 2012. This increase of $73,000 was primarily due to a modification in the interest rate used in the calculation.
General and Administrative Charges
We incurred general and administrative charges, including corporate depreciation, of $4.7 million and $5.3 million in the first six months of 2013 and 2012, respectively.
During the three-months ended June 30, 2013, general and administrative charges, including corporate depreciation totaled $1,977,000, compared to $2,216,000 for the corresponding period in 2012.
Significant expenditures for general and administrative expenses for the three and six months ended June 30, 2013 and 2012 were:
|
|
|
Three Months Ended |
|
Six Months Ended |
| ||||||||
|
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
|
Stock compensation expense (benefit) |
|
$ |
(62,000 |
) |
$ |
119,000 |
|
$ |
183,000 |
|
$ |
312,000 |
|
|
Salaries and payroll burden |
|
751,000 |
|
716,000 |
|
1,600,000 |
|
1,890,000 |
| ||||
|
Legal, accounting, public company expenses |
|
630,000 |
|
855,000 |
|
1,345,000 |
|
2,059,000 |
| ||||
|
Insurance and bank fees |
|
216,000 |
|
153,000 |
|
460,000 |
|
305,000 |
| ||||
|
Consulting and professional services |
|
123,000 |
|
110,000 |
|
454,000 |
|
236,000 |
| ||||
|
Office, travel and other expenses |
|
282,000 |
|
231,000 |
|
533,000 |
|
395,000 |
| ||||
|
Total |
|
$ |
1,940,000 |
|
$ |
2,184,000 |
|
$ |
4,575,000 |
|
$ |
5,197,000 |
|
During the first half of 2013 and 2012, non-cash stock compensation expense was $183,000 and $312,000, respectively. This decrease of $129,000 resulted primarily from the adjustment for stock option forfeitures. During the three-months ended June 30, 2013, non-cash stock compensation benefit was $62,000, as compared to non-cash stock compensation expense of $119,000 for the corresponding period in 2012.
Salaries and payroll burden decreased $290,000 in the first six months of 2013, as compared to the same period in 2012, due to a reduction in headcount and the consolidation of operations. During the three-months ended June 30, 2013, salaries and payroll burden totaled $751,000, compared to $716,000 for the corresponding period in 2012.
The Company’s legal, accounting and public company expenses decreased by $714,000 in the first six months of 2013 as compared to the same period in 2012. The decrease resulted from a reduction in legal activities in 2013 related to merger activity for the Neutron Energy, Inc., litigation defense costs incurred in connection with the Kleberg County matter in the 2012 period, and substantial changes in the management and control of legal activities and charges for those legal activities performed by outside counsel for the Company. These reductions were offset by higher costs in 2013 incurred in connection with legal fees from the transactions conducted in connection with the Shareholder Rights Offering and for fees paid to the interim President/CEO during the quarter. During the three-months ended June 30, 2013, legal, accounting and public company expenses totaled $630,000, compared to $855,000 for the corresponding period in 2012.
Consulting and professional service expenses increased by $218,000 for the first six months ended June 30, 2013, compared with 2012. This increase was the result of work performed in connection with the Company’s New Mexico UIC permit renewal, Churchrock Section 8 access and Churchrock Section 17 characterization activities. During the three-months ended June 30, 2013, consulting and professional service expenses totaled $123,000, compared to $110,000 for the corresponding period in 2012.
Insurance and bank fees increased in 2013, primarily because of an increase in general liability and umbrella insurance premiums due to the addition of the Neutron properties and payroll. Fees for bond premiums also increased in 2013, with the initiation of the bond program with Lexon Insurance in the first quarter of 2013, and the addition of Neutron properties. During the three-months ended June 30, 2013, insurance and bank fees totaled $216,000, compared to $153,000 for the corresponding period in 2012.
The increase in office, travel and other expenses from $395,000 for the first six month of 2012 to $533,000 in the 2013 period was due to added office rent and IT services costs incurred during the first three and six months of the year. During the three-months ended June 30, 2013, office, travel and other expenses totaled $282,000, compared to $231,000 for the corresponding period in 2012.
Net Losses
For the six months ended June 30, 2013 and 2012, we had net losses of $8.7 million and $9.4 million, respectively.
For the three months ended June 30, 2013 and 2012, we had net losses of $4.2 million and $5.2 million, respectively.
Cash Flow
At June 30, 2013, we had a cash balance of approximately $5.3 million, compared with $2.8 million at the same date in 2012.
In the first six months of 2013, we had cash used in operations of $8.2 million. Cash provided by investing activities was $5.4 million, the result of $5.5 million of restricted cash returned to the Company, less $115,000 in property additions. During the period, we had net cash generated from financing activities of $3.5 million, resulting from the $3.6 million in cash raised through the sale of the Company’s common stock in connection with the Shareholder Rights Offering that was completed in March 2013.
In the first six months of 2012, we had cash used in operations of $7.3 million. We used $4.2 million in investing activities during the first half of 2012 which was primarily from the funding of Neutron administrative and development activities in connection with the merger agreement provisions of $3.2 million and additions made to our South Texas and New Mexico property, plant and equipment of $1.0 million during the period. These expenditures were primarily for land and mineral lease payments and plant construction in Texas during the period.
Liquidity—Cash Sources and Uses for 2013
As of June 30, 2013, the Company had $5.3 million in cash. As of July 31, 2013, the Company had a cash balance of $4.25 million. The Company is not currently conducting uranium production activities. The Company is not projecting significant sales revenue and related cash inflows for 2013. During 2013, the Company is expected to complete the process of refurbishing its Kingsville Dome holding ponds and expects to generate a certain amount of uranium bearing product as a by-product of this pond project activity. The Company is currently assessing the pond project uranium bearing product to determine the quantity and quality of yellowcake that may be available for sale this year.
Under the Rights Offering, the Company raised $3.6 million in cash, net of expenses and $5.0 million was used to repay the short-term financing from RCF.
In February 2013, the Company secured $9 million in new surety bonds for the benefit of the Texas Commission on Environmental Quality for remediation and reclamation activities at the Company’s South Texas projects. The collateral requirements for these new bonds require the Company to post 40% of the face amount of the bonds ($3.6 million) in cash collateral as a condition of their terms. These bonds replaced the existing $9.0 million of fully collateralized financial surety instruments that previously provided the financial surety requirements for the projects. As a result of the lower cash collateral requirement, $5.4 million of the Company’s restricted cash was released back to the Company in April 2013.
On October 28, 2011, the Company entered into an At-The-Market Sales Agreement with BTIG, LLC, allowing it to sell from time to time, its common shares having an aggregate offering price of up to $15.0 million, through an “at-the-market” equity offering program (“ATM Sales Agreement”). The Company did not utilize the ATM Sales Agreement in the first half of 2013. The Company has a total of $9.0 million available for future sales under the ATM Sales Agreement.
The Company expects that its existing cash balance and funding available under the ATM Sales Agreement will provide it the necessary liquidity for 2013. Additional funding under the ATM Sales Agreement is subject to market conditions. In the event funds are not available, we may be required to change our planned business strategies.
Off Balance Sheet Arrangements
In February 2013, the Company secured $9 million in new surety bonds from Lexon Insurance Company (“Lexon”) for the benefit of the Texas Commission on Environmental Quality for remediation and reclamation activities at the Company’s South Texas projects. The collateral requirements for these new bonds require the Company to post 40% of the face amount of the bonds ($3.6 million) in cash collateral as a condition of their terms. These bonds replaced the existing $9.0 million of fully cash collateralized financial surety instruments that previously provided the financial surety requirements for the projects. In the event that Lexon is required to perform under its bonds or the bonds are called by the state agencies, the Company would be obligated to pay costs incurred by Lexon that exceeded the collateral amounts.
Critical Accounting Policies
Our significant accounting policies are described in Note 3 to the consolidated financial statements included in the Company’s 2012 Annual Report on Form 10-K/A. We believe our most critical accounting policies involve those requiring the use of significant estimates and assumptions in determining values or projecting future costs. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Specifically regarding our uranium properties, significant estimates were utilized in determining the carrying value of these assets. These assets have been recorded at their estimated net realizable value for impairment purposes, which is less than our cost. The actual value realized from these assets may vary significantly from these estimates based upon market conditions, financing availability and other factors. Future market conditions in particular can be difficult to predict and measure because of the impact of events that affect public acceptance of nuclear energy, the limited size of the market for the use of uranium, changes in the prices of alternative energy sources, development of new low-cost alternative energy sources and other factors.
Regarding our reserve for future restoration and reclamation costs, significant estimates were utilized in determining the future costs to complete the groundwater restoration and surface reclamation at our mine sites. Estimating future costs can be difficult and unpredictable because they are based principally on current legal and regulatory requirements and mine closure plans that may change materially. The laws and regulations governing mine closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future restoration and reclamation costs are also subject to operational risks such as acceptance of treatment techniques or other operational changes.
Also, the calculation of reserves, other mineralized material and grading are estimates and depend upon geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which may prove to be unpredictable. There is a degree of uncertainty attributable to the calculation of reserves, mineralized material and corresponding grades. Until reserves and other mineralized materials are actually mined and processed, the quantity of ore and grades must be considered as an estimate only. In addition, the quantity of reserves and other mineralized materials and ore may vary depending on the price of uranium. Any material change in the quantity of reserves, other mineralized materials, mineralization or grade may affect the economic viability of our properties.
The accounts of the Company are maintained in United States dollars. All dollar amounts in the financial statements are stated in United States dollars except where indicated.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change to the information reported under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” contained in our Annual Report on Form 10-K/A for the year ended December 31, 2012.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures (Restated)
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings with the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management has recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the Company’s controls and procedures.
Prior to the filing of the Original Form 10-Q for the fiscal period covered by this report, the Company’s management, with the participation of the CEO and CFO of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended).
Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2013. As described in Part II, Item 9A, “Management’s Report on Internal Control Over Financial Reporting (Restated)” included in the Form 10-K/A filed on December 17, 2013, the Company subsequently determined that there was a material weakness in its internal control over financial reporting as of December 31, 2012 due to the restatement described below and in Note 3 to the condensed consolidated financial statements included elsewhere in this quarterly report, and that such material weakness also existed as of June 30, 2013. As a result, the Company’s management, with the participation of the CEO and CFO, reevaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2013, and the CEO and CFO of the Company concluded that, because of the material weakness in the Company’s internal control over financial reporting, the Company’s disclosure controls and procedures were not effective as of June 30, 2013.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
As disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2012, we previously identified a material weakness in our internal control over financial reporting of certain costs capitalized as development costs at our New Mexico and Texas properties regarding the treatment of such costs under United States generally accepted accounting principles (“U.S. GAAP) and Industry Guide 7, which do not allow for capitalization of costs on mineral properties which do not have proven or probable reserves declared. As a result, management has restated the Management’s Report on Internal Control Over Financial Reporting as of December 31, 2012 included in the Form 10-K/A. The Company’s management believes that this incident is related to the interpretation of Industry Guide 7 and specific accounting literature under U.S. GAAP and is isolated. Management has taken steps to ensure that the Company’s accounting staff is knowledgeable about Industry Guide 7 and its application to the Company. Other than such steps, the Company’s management believes that no additional corrective action is necessary to remedy the material weakness, and the Company believes that the Company’s current accounting management has an appropriate level of accounting knowledge, experience and training commensurate with the Company’s financial reporting requirements.
Changes in Internal Controls
During the three months ended June 30, 2013 no material changes have been made in our internal control over financial reporting that may have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Litigation
On August 2, 2013, Thomas H. Ehrlich, the Company’s former chief financial officer, filed a complaint against the Company in the District Court of Denton County, Texas, Cause No. 2013-61011-393. The complaint alleges that the Company breached a compensation agreement between the Company and Mr. Ehrlich that provided for certain payments to Mr. Ehrlich upon certain change in control events. While the Company is still evaluating the complaint and cannot estimate the timing or estimated amount, if any, associated with the outcome, the Company does not believe it will have a material adverse impact on the Company’s financial position, results of operations or liquidity. The Company intends to vigorously defend any assertions related to the above lawsuit.
There have been no material changes from those risk factors set forth in our Annual Report on Form 10-K/A for the year ended December 31, 2012.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the quarter ended June 30, 2013, no unregistered securities were sold.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
None.
See the Index to Exhibits on Page E-1 for a listing of the exhibits that are filed as part of this Quarterly Report.
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: December 17, 2013 |
By: |
/s/ Christopher Jones |
|
|
|
Christopher Jones |
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
Dated: December 17, 2013 |
By: |
/s/ Jeffrey L. Vigil |
|
|
|
Jeffrey L. Vigil |
|
|
|
Vice President - Finance and Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
|
Exhibit |
|
Description |
|
10.1 |
|
Uranium Resources, Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2013). |
|
10.2 |
|
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 7, 2013). |
|
10.3 |
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 7, 2013). |
|
10.4 |
|
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 7, 2013). |
|
10.5 |
|
Employment Agreement, effective June 14, 2013, between the Company and Jeffrey L. Vigil (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013). |
|
10.6 |
|
Separation Agreement and General Release dated June 6, 2013, between the Company and Mathew F. Lueras (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013). |
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
32.1 |
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
32.2 |
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
101 |
|
The following financial information from the quarterly report on Form 10-Q/A of Uranium Resources, Inc. for the quarter ended June 30, 2013, formatted in XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements. |
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Christopher Jones, certify that:
1. I have reviewed this report on Form 10-Q/A of Uranium Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 17, 2013
|
|
/s/ Christopher Jones |
|
|
Title: President and Chief Executive Officer |
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jeffrey L. Vigil, certify that:
1. I have reviewed this report on Form 10-Q/A of Uranium Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 17, 2013
|
|
/s/ Jeffrey L. Vigil |
|
|
Title: Vice President - Finance and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Jones, President and Chief Executive Officer of Uranium Resources, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Quarterly Report on Form 10-Q/A of the Company for the period ended June 30, 2013 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Christopher Jones |
|
|
Christopher Jones |
|
|
President and Chief Executive Officer |
|
|
December 17, 2013 |
|
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey L. Vigil, Vice President - Finance and Chief Financial Officer of Uranium Resources, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Quarterly Report on Form 10-Q/A of the Company for the period ended June 30, 2013, which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jeffrey L. Vigil |
|
|
Jeffrey L. Vigil |
|
|
Vice President - Finance and Chief Financial Officer |
|
|
December 17, 2013 |
|
|
RESTATEMENT (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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| RESTATEMENT | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of effects of the restatement adjustments on financial statements | Consolidated Balance Sheet
Consolidated Statement of Operations
Consolidated Statement of Operations
Consolidated Statement of Cash Flows
Consolidated Statement of Operations
Consolidated Statement of Operations
Consolidated Statement of Cash Flows
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