-----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, OP4ln3n+T5tKPaXvQdOgggq95nE6hA00hAGhVMTssuIhj0mSnKv/4ne9zF5zEyF1 K/dYXZGxAXTjZqcO4Yrr9g== 0001193125-03-057092.txt : 20031002 0001193125-03-057092.hdr.sgml : 20031002 20031002112356 ACCESSION NUMBER: 0001193125-03-057092 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20031002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS, MINERALS (NO PETROLEUM) [5050] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-17171 FILM NUMBER: 03922656 BUSINESS ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 9723877777 MAIL ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 10QSB 1 d10qsb.htm FORM 10QSB Form 10QSB
Table of Contents

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-QSB

 

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

   For the quarterly period ended June 30, 2003

 

OR

 

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

   For the transition period from                      to                     

 

Commission file number 0-17171

 


 

URANIUM RESOURCES, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

 

DELAWARE   75-2212772
(State of Incorporation)   (I.R.S. Employer Identification No.)

 

650 S. Edmonds Lane, Suite 108, Lewisville, Texas 75067

(Address of Principal Executive Offices)

 

(972) 219-3330

(Issuer’s Telephone Number, Including Area Code)

 

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ¨    No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Title of Each Class of Common Stock


 

Number of Shares Outstanding


Common Stock, $0.001 par value   73,704,193 as of September 29, 2003

 


 

* With the filing of this Report together with the Quarterly Report on form 10-QSB for the Second Quarter of 2003 ( being filed contemporaneously herewith) the Issuer has filed all such reports required to be so filed.

 

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URANIUM RESOURCES, INC.

2003 SECOND QUARTERLY REPORT ON FORM 10-QSB

 

TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATION

    
     Item 1.   

Financial Statements

    
         

Consolidated Balance Sheets —
June 30, 2003 (Unaudited) and December 31, 2002

   3
         

Consolidated Statements of Operations —
Three months and six months Ended June 30, 2003 and 2002 (Unaudited)

   5
         

Consolidated Statements of Cash Flows —
Six months Ended June 30, 2003 and 2002 (Unaudited)

   6
         

Notes to Consolidated Financial Statements —
June 30, 2003 (Unaudited)

   7
     Item 2.   

Management’s Discussion and Analysis or Plan of Operation

   9
     Item 3.   

Controls and Procedures

   11

PART II — OTHER INFORMATION

    
     Item 1.   

Legal Proceedings

   12
     Item 2.   

Changes in Securities and Use of Proceeds

   12
     Item 3.   

Defaults Upon Senior Securities

   12
     Item 4.   

Submission of Matters to a Vote of Security Holders

   12
     Item 5.   

Other Information

   12
     Item 6.   

Exhibits and Reports on Form 8-K.

   12

SIGNATURES

   13

Index to Exhibits

   E-1

 

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URANIUM RESOURCES, INC.

 

CONSOLIDATED BALANCE SHEETS

 

ASSETS

 

     June 30,

    December 31,

 
     2003

    2002

 
     (Unaudited)        

Current assets:

                

Cash and cash equivalents

   $ 232,967     $ 1,025,469  

Receivables, net

     25,250       —    

Materials and supplies inventory

     65,863       67,473  

Prepaid and other current assets

     74,530       15,420  
    


 


Total current assets

     398,610       1,108,362  
    


 


Property, plant and equipment, at cost:

                

Uranium properties

     41,788,721       41,788,721  

Other property, plant and equipment

     253,956       253,956  

Less-accumulated depreciation and depletion

     (41,344,885 )     (41,326,551 )
    


 


Net property, plant and equipment

     697,792       716,126  

Long-term investment:

                

Certificate of deposit, restricted

     1,397,515       1,397,515  
    


 


     $ 2,493,917     $ 3,222,003  
    


 


 

The accompanying notes to financial statements are an integral part of these consolidated statements.

 

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URANIUM RESOURCES, INC.

 

CONSOLIDATED BALANCE SHEETS

 

LIABILITIES AND SHAREHOLDERS’ DEFICIT

 

     June 30,

    December 31,

 
     2003

    2003

 
     (Unaudited)        

Current liabilities:

                

Accounts payable

   $ 46,657     $ 132,799  

Current portion of restoration reserve

     83,000       83,000  

Other accrued liabilities

     1,101,427       1,058,096  
    


 


Total current liabilities

     1,231,084       1,273,895  
    


 


Other long-term liabilities and deferred credits

     5,755,138       5,680,029  

Long-term debt, less current portion

     585,000       585,000  

Shareholders’ deficit:

                

Common stock, $.001 par value, shares authorized:

                

100,000,000; shares issued and outstanding (net of treasury shares): 2003 - 73,704,193 2002 - 69,329,193

     73,857       69,482  

Paid-in capital

     52,813,607       52,642,982  

Accumulated deficit

     (57,955,351 )     (57,019,967 )

Less: Treasury stock (152,500 shares), at cost

     (9,418 )     (9,418 )
    


 


Total shareholders’ deficit

     (5,077,305 )     (4,316,921 )
    


 


     $ 2,493,917     $ 3,222,003  
    


 


 

The accompanying notes to financial statements are an integral part of these consolidated statements.

 

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URANIUM RESOURCES, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

     Three Months Ended June 30,

    Six Months Ended June 30,

 
     2003

    2002

    2003

    2002

 

Revenues:

                                

Uranium sales—

   $ —       $ —       $ —       $ —    
    


 


 


 


Total revenue

     —         —         —         —    

Costs and expenses:

                                

Cost of uranium sales—

                                

Operating expenses

     75,387       156,140       330,980       171,869  

Provision for restoration and reclamation costs

     —         —         —         —    

Depreciation and depletion

     8,063       8,923       16,127       16,114  

Writedown of uranium properties and other uranium assets

     25,091       71,627       142,646       188,932  
    


 


 


 


Total cost of uranium sales

     108,541       236,690       489,753       376,915  
    


 


 


 


Loss from operations before corporate expenses

     (108,541 )     (236,690 )     (489,753 )     (376,915 )

Corporate expenses—

                                

General and administrative

     153,416       339,829       454,263       582,715  

Depreciation

     1,095       1,575       2,207       3,649  
    


 


 


 


Total corporate expenses

     154,511       341,404       456,470       586,364  
    


 


 


 


Loss from operations

     (263,052 )     (578,094 )     (946,223 )     (963,279 )

Other income (expense):

                                

Interest expense, net of capitalized interest

     (3,439 )     (9,821 )     (7,564 )     (14,444 )

Interest and other income, net

     11,467       8,953       18,403       28,365  
    


 


 


 


Net loss

   $ (255,024 )   $ (578,962 )   $ (935,384 )   $ (949,358 )
    


 


 


 


Net loss per common share:

                                

Basic

   $ 0.00     $ (0.01 )   $ (0.01 )   $ (0.02 )
    


 


 


 


Diluted

   $ 0.00     $ (0.01 )   $ (0.01 )   $ (0.02 )
    


 


 


 


Weighted average common shares and common equivalent shares per share data

                                

Basic

     72,886,885       48,992,278       71,117,867       48,992,278  
    


 


 


 


Diluted

     72,886,885       48,992,278       71,117,867       48,992,278  
    


 


 


 


 

The accompanying notes to finanacial statements are an integral part of these consolidated statements.

 

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URANIUM RESOURCES, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Six Months Ended June 30,

 
     2003

    2002

 

Cash flows from operations:

                

Net loss

   $ (935,384 )   $ (949,358 )

Reconciliation of net loss to cash used in operations—

                

Depreciation and depletion

     18,334       19,763  

Writedown of uranium properties and other assets

     142,646       188,932  

Decrease in restoration and reclamation accrual

     —         (559,976 )

Other non-cash items, net

     138,448       75,242  
    


 


Cash flow used in operations, before changes in operating working capital items

     (635,956 )     (1,225,397 )

Effect of changes in operating working capital items—

                

Increase in receivables

     (25,250 )     —    

(Increase) decrease in inventories

     1,610       (759 )

Increase in prepaid and other current assets

     (122,449 )     (3,084 )

Increase (decrease) in payables and accrued liabilities

     (42,811 )     719,424  
    


 


Net cash used in operations

     (824,856 )     (509,816 )

Investing activities:

                

Decrease in investments

     —         25,862  

Additions to property, plant and equipment—

                

Kingsville Dome

     (25,876 )     (79,792 )

Rosita

     (17,178 )     (34,734 )

Vasquez

     (77,562 )     (92,978 )

Churchrock

     (7,982 )     (7,077 )

Crownpoint

     (14,048 )     (18,372 )

Other property

     —         (3,168 )
    


 


Net cash used in investing activities

     (142,646 )     (210,259 )

Financing activities:

                

Proceeds from borrowings

     —         600,000  

Deferrred offering costs

     —         (62,502 )

Issuance of common stock and warrants, net

     175,000       —    
    


 


Net cash provided by financing activities

     175,000       537,498  
    


 


Net decrease in cash and cash equivalents

     (792,502 )     (182,577 )

Cash and cash equivalents, beginning of period

     1,025,469       549,043  
    


 


Cash and cash equivalents, end of period

   $ 232,967     $ 366,466  
    


 


 

The accompanying notes to financial statements are an integral part of these consolidated statements.

 

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Uranium Resources, Inc.

Notes to Consolidated Financial Statements

June 30, 2003 (Unaudited)

 

1. BASIS OF PRESENTATION

 

The accompanying unaudited 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-QSB and Item 310(b) of Regulation S-B. 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 2002 Annual Report on Form 10-KSB. 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, 2003 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 2003.

 

2. FUTURE OPERATIONS

 

The financial statements of the Company have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Because of depressed uranium prices the Company ceased production activities in 1999 at both of its producing properties and these properties remain non-producing.

 

In 1999 and the first quarter of 2000 the Company monetized all of its remaining long-term uranium sales contracts and sold certain of its property and equipment to maintain a positive cash position. The Company expects to resume production activities, including seeking the necessary development financing, when there is a recovery in the market price of uranium. See “Plan of Operation” for a discussion of the Company’s cash requirements and its efforts to raise cash to remain in business.

 

Should the Company be unable to achieve profitable operations or raise additional capital, it may be forced to seek protection under federal bankruptcy laws. The accompanying financial statements do not purport to reflect or provide for the consequences of a possible bankruptcy proceeding. In particular, such financial statements do not purport to show (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to liabilities, the amount that may be allowed for claims or contingencies, or the status and priority thereof; (c) as to stockholder accounts, the effect of any changes that may be made in the capitalization of the Company; and (d) as to operations, the effect of any changes that may be made in its business. These factors raise substantial doubt concerning the ability of the Company to continue as a going concern.

 

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3. DEBT/SHAREHOLDERS’ EQUITY

 

Short Term Debt

 

On May 29, 2002 the Company obtained a $600,000 loan by issuing demand notes to private investors. Principal on the notes was due upon demand by the noteholders, and interest was due and payable on the first day of every August, November, February and May at the rate of 11% per annum. Holders of the notes had the right, but not the obligation, to purchase Common Stock or other equity securities offered by the Company in any subsequent private placements by paying for such purchase by forgiving unpaid interest and/or principal due and unpaid on the notes at $0.12 per share. The $611,550 in principal and accrued interest under the demand notes was converted on July 30, 2002 into 5,096,248 shares of common stock of the Company.

 

Equity Infusion

 

In April 2003 we received $175,000 of equity by issuing 4,375,000 shares of common stock at $0.04 per share in a private offering.

 

In July 2002, the Company raised an additional $2,429,000 of equity ($2,364,000 net of the costs of the offering) by the issuance of 20,336,915 shares of Common Stock at $0.12 per share pursuant to a registered common stock offering. Included in the issuance was the conversion of $611,550 in principal and accrued interest for demand notes that were issued on May 29,2002.

 

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ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

Forward Looking Statements

 

This Item 2 contains “forward-looking statements”. These statements include, without limitation, statements relating to liquidity, financing of operations, continued volatility of uranium prices, estimates of future capital expenditures, 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 Statements” in the Company’s 2002 Annual Report on Form 10-KSB.

 

Plan of Operation and Liquidity

 

This quarterly report on Form 10-QSB was filed on October 2, 2003. It relates to the first quarter of 2003 ended March 31, 2003. Because the Report is being filed after the required due date, the following discussion reflects the most current information available to us as of September 30, 2003.

 

As we have reported previously, because of depressed uranium prices we shut in our producing uranium properties in mid 1999 and began the process of monetizing all of our remaining uranium sales contracts and certain other assets. This process was completed during the first quarter of 2000. Since then we have had to rely on equity infusions and other sources identified in the following discussion to remain in business.

 

We have had the following equity infusions since the first quarter of 2000:

 

(i) In August 2000, we raised $750,000 of equity and issued 7.5 million shares of Common Stock at $0.10 per share and five-year warrants to purchase an aggregate of 5,625,000 shares of Common Stock with an initial exercise price of $0.20 per share (currently $0.13 per share as adjusted for subsequent stock issuances);

 

(ii) In April 2001, we raised $2,085,000 of equity and issued 26,062,500 shares of common stock at $0.08 per share;

 

(iii) In July 2002 we raised $2,429,000 of equity and issued 20,336,915 shares of common stock at $0.12 per share; and

 

(iv) In April 2003 we raised $175,000 of equity and issued 4,375,000 shares of common stock at $0.04 per share.

 

The foregoing funds were used for our overhead expenses, which have been progressively reduced. In April 2003 we terminated or placed on indefinite leave of absence all but two employees who were necessary for maintaining our minimum regulatory activities in South Texas.

 

We have received additional funding since the first quarter of 2000 from several sources. From July 2000 through January 2003, our restoration costs were funded pursuant to agreements with the State of Texas and our bonding company that gave us access to cash collateral we had posted to secure obligations under restoration bonds issued by our bonding company. This arrangement expired at the end of January 2003. Pursuant to these agreements we used approximately $3.2 million of such cash collateral.

 

In addition, in August 2003 we requested and received a refund of approximately $238,000 that we had deposited in escrow with the Bureau of Indian Affairs (the “BIA”) for certain mineral leases with Navajo allottees on three separate parcels of land in northwest New Mexico. The leases were subject to approval by the BIA. We had been waiting on that approval since 1992. Because of our projected timing for mining those properties and because of our cash needs, we elected to drop those leases. We expect to be able to re-sign leases on those properties in the future.

 

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In August 2002, we extended for one year our rights under the principal lease of our Crownpoint leases pursuant to the force majeure clause in the lease. The primary term of the lease expired in August 2002 and permitted extension to a secondary term through 2014 through the annual payment of $50,000 plus a bonus of approximately $96,000. During the force majeure period, we held discussions with the owner of the property to renegotiate the terms of the lease. As of August 31, 2003 we have been unable to reach mutually agreeable terms for the continuation of this lease and we have not made the payments due in August 2003. Unless we are able to reach agreement on an extension or new terms for this lease we will no longer have the rights to this property. Based upon the projected timing for the mining of this property, we do not believe that the termination of this lease will have a material impact on the Company.

 

As of September 30, 2003 we have a cash balance of approximately $250,000.

 

Since December 31, 2002 the spot price of uranium has increased from $10.20 per pound to $12.00. In August 2003 we signed a sales contract to deliver approximately 300,000 pounds of uranium annually for the years 2005-2008. Subject to our ability to secure the requisite financing to resume uranium operations, we expect that our Vasquez site in South Texas will be the source for deliveries under that contract, assuming a favorable resolution of the litigation discussed under “LEGAL PROCEEDINGS.” We expect that we will need to raise approximately $5.5 million to fund expenses between October 1, 2003 and April 1, 2004, which includes the funds necessary to finance the commencement of production at Vasquez. This includes the capital costs to complete injection and production wells, the costs of the processing plant and bonding requirements. We are actively seeking the necessary funds.

 

Effective September 8, 2003 we have brought back certain key employees on either a full time or part time basis in order to pursue additional funding to bring the Vasquez property into production. Our monthly cash expenses for the next twelve months, or until we become operational, at which time additional personnel will be necessary, are expected to average approximately $160,000, which includes scheduled annual lease payments for our properties in Texas and New Mexico and licensing fees payable to the state of Texas. We currently have sufficient cash to remain in business until mid-October 2003. If we do not raise additional capital by then we will be forced to cease business and will consider, among other actions, filing in bankruptcy. We are currently seeking to raise additional capital, but we cannot be certain that we will succeed.

 

Our lack of current funds and the uncertainty regarding our ability to raise sufficient funds to maintain our cash requirements for the next year raises substantial doubt about our ability to continue as a going concern. Even if we are successful in raising sufficient capital to fund our cash requirements for 2003, we do not expect our independent auditor to remove their “going concern” opinion from our financial statements.

 

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Off-Balance Sheet Arrangements

 

United States Fidelity and Guaranty Company (“USF&G”) has issued performance bonds to the State of Texas on our behalf totaling $2,900,000 at March 31, 2003 and September 30, 2003 to secure certain of our future restoration and reclamation obligations. At March 31, 2003 and September 30, 2003 we have $464,000 of cash collateral pledged to secure those bonds. In the event that USF&G is required to perform under the bonds or the bonds are called by the state agencies, we would be obligated to pay USF&G for any payments in excess of the collateral.

 

Critical Accounting Policies

 

Our significant accounting policies are described in Note 1 to the consolidated financial statements included in the Company’s 2002 Annual Report on Form 10-KSB. We believe our most critical accounting policies involve those requiring the use of significant estimates and assumptions in determining values or projecting future costs.

 

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 on a liquidation basis, 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.

 

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. The actual cost to conduct these activities may vary significantly from these estimates.

 

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.

 

ITEM 3.   CONTROLS AND PROCEDURES

 

Our principal executive officer and principal financial officer evaluated the effectiveness of our “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the “Evaluation Date”). Based upon their evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.

 

During our most recent quarter, there was no significant change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

ITEM 1.   LEGAL PROCEEDINGS

 

As previously disclosed in our Form 10-KSB for the year ended December 31, 2002, we filed an action on December 4, 2001, in the 229th Judicial District Court in Duval County, Texas against the lessors for the Vasquez property to declare that our leases remain in full force and effect. Unless extended the lease term would have expired in February 2000. The leases contain clauses that permit the extension of the term of the leases if we are engaged in operations designed to establish production. In addition the leases permit us to pay a per acre royalty to extend the term. We tendered payment of the required royalty in 2000, 2001 and 2002. The lessors returned all such payments without disclosing their reasons for rejecting the payment. We were informed that the lessors granted a lease to a third party, Everest Exploration, that was contingent upon the termination of our leases. In February 2002, Everest Exploration, Inc. (“Everest”) intervened in the lawsuit seeking a declaration that the leases were not valid and in effect.

 

On November 26, 2002, we filed a Motion for Partial Summary Judgment, requesting the Court to declare that the leases were valid and in effect as a result of our timely tender of shut-in royalty payments. On December 16, 2002, Everest filed a motion for partial summary judgment requesting the Court to declare that the leases had terminated in February 2000.

 

On January 28, 2003, the Court entered an Order that granted our Motion and denied Everest’s Motion. The Court held that the leases have been properly extended and are valid and in effect and that the leases can continue to be extended by the payment of shut-in royalties. The Order also awarded us our attorneys’ fees and costs against the lessors and Everest. On April 2, 2003, the Court entered an Order awarding us our attorneys’ fees in the amount of $202,000 against Everest and the lessors, jointly and severally. We tendered the royalty payment to continue to extend the leases in 2003.

 

Everest appealed the District Court’s entry of summary judgment and award of attorneys’ fees. The lessors are not a party to the appeal pending before the Court of Appeals for the Fourth District in San Antonio, Texas. The briefing in the appeal was completed on August 28, 2003. We are now awaiting a date for oral argument before the Court of Appeals and the court’s ruling. While we believe that our leases remain in full force and effect, we are unable to predict the final outcome of this case.

 

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

 

On April 18, 2003 we raised $175,000 of equity and issued 4,375,000 shares of common stock ($0.001 par value) at $0.04 per share in a private offering in which no underwriter or broker was used. No underwriting discounts or brokerage commissions were paid in connection with the offering.

 

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

 

None

 

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

None

 

ITEM 5.   OTHER INFORMATION.

 

None

 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

 

  (a) Exhibits

 

See the Index to Exhibits on Page E-1 for a listing of the exhibits that are filed as part of this Quarterly Report.

 

  (b) Reports on Form 8-K

 

None.

 

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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: October 2, 2003       By:  

/S/ PAUL K. WILLMOTT


               

        Paul K. Willmott

 

        Director, President and

 

        Chief Executive Officer

 

Dated: October 2, 2003       By:  

/S/ THOMAS H. EHRLICH


               

        Thomas H. Ehrlich

 

        Vice President - Finance and

 

        Chief Financial Officer

 

        (Principal Financial and Accounting Officer)

 

13


Table of Contents

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,SEC File Number 000-17171).
3.1.1*    Certificate Amendment to the Certificate of Incorporation dated June 22, 1999 (filed with the Company’s Quarterly Report on Form 10-Q dated August 16, 1999, SEC File Number 000-17171).
3.1.2*    Certificate Amendment to the Certificate of Incorporation dated March 23, 2001 (filed with the Company’s Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
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*    Common Stock Purchase Agreement dated February 28, 2001 between the Company and Purchasers of the Common Stock of the Company (filed with the Company’s Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
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 24, 1996).
10.3*    Amended and restated 1995 Stock Incentive Plan (filed with the Company’s Form SB-2 Registration No. 333-73014 on November 8, 2001).
10.4*    Non-Qualified Stock Option Agreement dated June 19, 2001 between the Company and Leland O. Erdahl (filed with the Company’s 10-QSB dated August 13, 2001, SEC File Number 000-17171).
10.5*    Non-Qualified Stock Option Agreement dated June 19, 2001 between the Company and George R. Ireland (filed with the Company’s 10-QSB dated August 13, 2001, SEC File Number 000-17171).
10.6*    Non-Qualified Stock Option Agreement dated June 19, 2001 between the Company and Rudolf J. Mueller (filed with the Company’s 10-QSB dated August 13, 2001, SEC File Number 000-17171).
10.7*    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).
10.9*    License to Explore and Option to Purchase dated March 25, 1997 between Santa Fe Pacific Gold Corporation and Uranco, Inc. (filed with the Company’s Annual Report on Form 10-K dated June 30, 1997, SEC File Number 000-17171).
10.12*    Compensation Agreement dated June 2, 1997 between the Company and Paul K. Willmott (filed with the Company’s Annual Report on Form 10-K dated June 300, 1998, SEC File Number 000-17171).

* Not filed herewith. Incorporated by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934.

 

E-1


Table of Contents
Exhibit
Number


  

Description


10.13*    Compensation Agreement dated June 2, 1997 between the Company and Richard A. Van Horn (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.14*    Compensation Agreement dated June 2, 1997 between the Company and Thomas H. Ehrlich (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.15*    Compensation Agreement dated June 2, 1997 between the Company and Mark S. Pelizza (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.16*    Uranium Resources, Inc. 1999 Deferred Compensation Plan (filed with the Company’s Annual Report on Form 10-K dated June 30, 1999, SEC File Number 000-17171).
10.18*    Kingsville Dome and Rosita Mines Agreement dated October 11, 2000 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company’s Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
10.19*    Second Kingsville Dome and Rosita Mines Agreement dated January 1, 2002 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company’s Annual Report on Form 10-K dated March 29, 2002, SEC File Number 000-17171).
10.20*    Agreed Order dated March 8, 2002 between the Texas Department of Health and URI, Inc. (filed with the Company’s Annual Report on Form 10-K dated March 29, 2002, SEC File Number 000-17171).
10.21*    Third Kingsville Dome and Rosita Mines Agreement dated May 1, 2002 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company’s Quarterly Report on Form 10-QSB dated August 31, 2002, SEC File Number 000-17171).
10.22*    Uranium Resources, Inc. Deferred Compensation Plan for 2002 (filed with the Company’s Quarterly Report on Form 10-QSB dated November 13, 2002, SEC File Number 000-17171).
10.23*    Uranium Resources, Inc. Deferred Compensation Plan for 2003 (filed with the Company’s Quarterly Report on Form 10-QSB dated November 13, 2002, SEC File Number 000-17171).
10.24*    Uranium Resources, Inc. Code of Ethics and Business Conduct (filed with the Company’s Quarterly Report on Form 10-KSB dated April 11, 2003, SEC File Number 000-17171).
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 the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

E-2

EX-31.1 3 dex311.htm CERTIFICATION OF CEO Certification of CEO

Exhibit 31.1

 

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Paul K. Willmott, certify that:

 

1. I have reviewed this report on Form 10-QSB 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 small business issuer as of, and for, the periods presented in this report;

 

4. The small business issuer’s other certifying officers 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)) for the small business issuer 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 small business issuer, 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) Evaluated the effectiveness of the small business issuer’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

 

(c) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter of the annual report) that has materially affected or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.

 

Date: October 2, 2003

 

/s/    PAUL K. WILLMOTT
Title: President and Chief Executive Officer
EX-31.2 4 dex312.htm CERTIFICATION OF CFO Certification of CFO

Exhibit 31.2

 

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Thomas H. Ehrlich, certify that:

 

1. I have reviewed this report on Form 10-QSB 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 small business issuer as of, and for, the periods presented in this report.

 

4. The small business issuer’s other certifying officers 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)) for the small business issuer 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 small business issuer, 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) Evaluated the effectiveness of the small business issuer’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

 

(c) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter of the annual report) that has materially affected or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation, to the small business issuer’s auditors and the audit committee of small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.

 

Date: October 2, 2003

 

/s/    THOMAS H. EHRLICH         

Title: Vice President — Finance and Chief Financial Officer
EX-32.1 5 dex321.htm CERTIFICATION OF CEO Certification of CEO

Exhibit 32.1

 

URANIUM RESOURCES, INC.

650 S. Edmonds Lane, Suite 108, Lewisville, TX 75067

972.219.3330 Phone 972.219.3311 Fax

 

October 2, 2003

 

Securities and Exchange Commission

450 5th Street, N.W.

Washington, D.C. 20549

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Paul K. Willmott, 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 of the Company for the period ended June 30, 2003 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/ PAUL K. WILLMOTT

Paul K. Willmott

President and Chief Executive Officer

October 2, 2003

EX-32.2 6 dex322.htm CERTIFICATION OF CFO Certification of CFO

Exhibit 32.2

 

URANIUM RESOURCES, INC.

650 S. Edmonds Lane, Suite 108, Lewisville, TX 75067

972.219.3330 Phone   972.219.3311 Fax

 

October 2, 2003

 

Securities and Exchange Commission

450 5th Street, N.W.

Washington, D.C. 20549

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Thomas H. Ehrlich, 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 of the Company for the period ended June 30, 2003 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/ THOMAS H. EHRLICH        

Thomas H. Ehrlich

Vice President and Chief Financial Officer

October 2, 2003

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