1 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X Quarterly report pursuant to Section 13 or 15(d) of the ----- Securities Exchange Act of 1934 For the quarterly period ended March 31, 1997 or Transition report pursuant to Section 13 or 15(d) of the ----- Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission file number 0-17171 URANIUM RESOURCES, INC. (exact name of Registrant as specified in its Charter) DELAWARE 75-2212772 (State of Incorporation) (I.R.S. Employer Identification No.) 12750 MERIT DRIVE, SUITE 1020, DALLAS, TEXAS 75251 (Address of principal executive offices, including zip code) (972) 387-7777 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of Each Class of Common Stock Number of Shares Outstanding - ----------------------------------- ---------------------------- Common Stock, $.001 par value 12,027,527 as of May 12, 1997 - ------------------------------------------------------------------------------- 2 URANIUM RESOURCES, INC. 1997 FIRST QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - March 31, 1997 (Unaudited) and December 31, 1996 3 Consolidated Statements of Operations - Three Months Ended March 31, 1997 and 1996 (Unaudited) 5 Consolidated Statements of Cash Flows - Three Months Ended March 31, 1997 and 1996 (Unaudited) 6 Notes to Consolidated Financial Statements - March 31, 1997 (Unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II -- OTHER INFORMATION 12 SIGNATURES 13 INDEX TO EXHIBITS E-1 2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS URANIUM RESOURCES, INC. CONSOLIDATED BALANCE SHEETS MARCH 31, 1997 AND DECEMBER 31, 1996 (NOTE 1) ASSETS March 31, December 31, ------------ ------------ 1997 1996 ------------ ------------ (Unaudited) Current assets: Cash and cash equivalents $ 7,002,456 $ 16,934,276 Short-term investment: Certificate of deposit, restricted 2,816,854 2,779,840 Receivables, net 1,975,132 1,829,539 Uranium inventory 4,110,278 3,575,285 Materials and supplies inventory 89,640 88,483 Prepaid and other current assets 294,874 239,435 ------------ ------------ Total current assets 16,289,234 25,446,858 ------------ ------------ Property, plant and equipment, at cost: Uranium properties 82,882,568 71,364,561 Other property, plant and equipment 557,002 546,985 Less-accumulated depreciation and depletion (31,209,176) (29,335,818) ------------ ------------ Net property, plant and equipment 52,230,394 42,575,728 Other assets 627,991 771,084 ------------ ------------ $ 69,147,619 $ 68,793,670 ============ ============ The accompanying notes to financial statements are an integral part of these consolidated balance sheets. 3 4 URANIUM RESOURCES, INC. CONSOLIDATED BALANCE SHEETS MARCH 31, 1997 AND DECEMBER 31, 1996 (NOTE 1) LIABILITIES AND SHAREHOLDERS' EQUITY March 31, December 31, ------------ ------------ 1997 1996 ------------ ------------ Current liabilities: Accounts payable $ 1,144,204 $ 2,201,145 Notes payable -- 5,440,000 Accrued interest payable 45,371 185,186 Current portion of long-term debt -- 730,074 Royalties payable 704,821 746,113 Current portion of restoration reserve 368,000 368,000 Other accrued liabilities 660,385 507,117 ------------ ------------ Total current liabilities 2,922,781 10,177,635 ------------ ------------ Other long-term liabilities and deferred credits 4,465,835 4,279,289 Long-term debt, less current portion 6,407,054 6,407,054 Deferred federal income taxes 2,546,000 2,633,000 Shareholders' equity: Common stock, $.001 par value, shares authorized: 25,000,000 shares issued and outstanding (net of treasury shares): 1997 - 12,027,527; 1996 - 10,813,027 12,180 10,966 Paid-in capital 40,147,414 32,290,630 Retained earnings 12,655,773 13,004,514 Less: Treasury stock (152,500 shares), at cost (9,418) (9,418) ------------ ------------ Total shareholders' equity 52,805,949 45,296,692 ------------ ------------ $ 69,147,619 $ 68,793,670 ============ ============ The accompanying notes to financial statements are an integral part of these consolidated balance sheets. 4 5 URANIUM RESOURCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (NOTE 1) (UNAUDITED) March 31, ----------------------------- 1997 1996 ------------- ------------ Revenues: Uranium sales - Produced uranium $ 3,796,400 $ 1,386,880 Purchased uranium 3,413 944,545 ------------ ------------ Uranium sales 3,799,813 2,331,425 Costs and expenses: Cost of uranium sales - Direct cost of purchased uranium -- 580,125 Royalties 219,543 105,875 Operating expenses 1,176,287 688,791 Provision for restoration and reclamation costs 248,058 103,561 Depreciation and depletion 1,842,249 450,378 ------------ ------------ Total cost of uranium sales 3,486,137 1,928,730 ------------ ------------ Earnings from operations before corporate expenses 313,676 402,695 Corporate expenses - General and administrative 844,074 818,844 Depreciation 5,709 5,320 ------------ ------------ Total corporate expenses 849,783 824,164 ------------ ------------ Loss from operations (536,107) (421,469) Other income (expense): Interest expense, net of capitalized interest (66,918) (102,899) Interest and other income, net 167,284 72,439 ------------ ------------ Total other income (expense) 100,366 (30,460) ------------ ------------ Loss before federal income taxes (435,741) (451,929) Federal income tax benefit: Deferred (87,000) (90,000) ------------ ------------ Net loss $ (348,741) $ (361,929) ============ ============ Net loss per common share and common equivalent share $ (0.03) $ (0.04) ============ ============ Weighted average common shares and common equivalent shares per share data 10,917,694 8,702,662 ============ ============ The accompanying notes to financial statements are an integral part of these consolidated statements. 5 6 URANIUM RESOURCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (NOTE 1) (UNAUDITED) March 31, ---------------------------- 1997 1996 ------------ ------------ Cash flows from operations: Net loss $ (348,741) $ (361,929) Reconciliation of net income to cash provided by operations- Provision for restoration and reclamation costs 248,058 103,561 Depreciation and depletion 1,847,958 455,698 Credit for deferred income taxes (87,000) (90,000) Decrease in restoration and reclamation accrual (81,894) (14,781) Other non-cash items, net (162,659) 67,035 ------------ ------------ Cash flow provided by operations, before changes in operating working capital items 1,415,722 159,584 Effect of changes in operating working capital items- (Increase) decrease in receivables (145,593) 2,544,122 Increase in inventories (498,037) (287,382) Increase in prepaid and other current assets (145,455) (150,508) Decrease in payables and accrued liabilities (1,084,780) (2,017,601) ------------ ------------ Net cash provided by (used in) operations (458,143) 248,215 ------------ ------------ Investing activities: Increase in investments (37,014) (417,241) Additions to property, plant and equipment - Kingsville Dome (1,817,104) (1,196,864) Rosita (699,358) (849,578) Alta Mesa (182,503) -- Churchrock (261,965) (146,019) Crownpoint (229,410) (167,570) Other property (138,476) (107,565) Decrease (increase) in other assets 4,228 (9,565) ------------ ------------ Net cash used in investing activities (3,361,602) (2,894,402) ------------ ------------ Financing activities: Payments and refinancings of principal (6,170,074) -- Issuance of common stock and warrants, net 57,999 411,203 ------------ ------------ Net cash provided by (used in) financing activities (6,112,075) 411,203 ------------ ------------ Net decrease in cash and cash equivalents (9,931,820) (2,234,984) Cash and cash equivalents, beginning of period 16,934,276 4,715,942 ------------ ------------ Cash and cash equivalents, end of period $ 7,002,456 $ 2,480,958 ============ ============ The accompanying notes to financial statements are an integral part of these consolidated statements. 6 7 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in the Company's 1996 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 1997 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 1997. 2. URANIUM PROPERTIES On March 25, 1997, the Company completed the acquisition of certain uranium mineral interests in New Mexico from Santa Fe Pacific Gold Corporation in exchange for 1,200,000 shares of the Company's common stock and a commitment to expand certain amounts on exploration. The mineral interests acquired cover approximately 500,000 acres and includes approximately 14.7 million pounds of proven in-place uranium reserves on 37,000 acres of the property on which it acquired the entire mineral estate (excluding coal). Also included in the 500,000 acres is the fee interest in uranium on approximately 140,000 acres and the exclusive uranium exploration rights for 17 years on approximately 346,000 acres. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Statements This Item 2 contains "forward-looking statements" which are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, statements relating to liquidity, financing of operations, continued volatility of uranium prices, estimates of future capital expenditures, proved undeveloped reserves and other such matters. The words "believes," "expects," "projects," "targets," or "estimates" and similar expressions identify forward-looking statements. The Company does not undertake to update, revise or correct any of the forward-looking information. Readers are cautioned that such forward-looking statements should be read in conjunction with the Company's disclosures under the heading: "Cautionary Statement for the Purposes of the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of 1995" in the Company's 1996 Annual Report on Form 10-K. CAPITAL RESOURCES AND LIQUIDITY Operating Cash Flows For the quarter ended March 31, 1997, the Company's cash and cash equivalents were $7,002,000 a decrease of $9,932,000 as compared to a decrease of $2,235,000 for the first quarter of 1996. The Company's uranium operations generated negative cash flow from operations of $458,000 for the quarter ended March 31, 1997, in comparison to positive cash flow from operations in the same period in 1996 of $248,000. The Company's net working capital at March 31, 1997 was $13,366,000. 7 8 Investing Cash Flows South Texas Projects During the three months ending March 31, 1997, development expenditures totaling $1,817,000 and $699,000 were incurred at the Company's Kingsville Dome and Rosita sites, respectively. Capital expenditures to be incurred for the remainder of 1997 at Kingsville Dome and Rosita, primarily for additional wellfield development, are expected to be approximately $8,900,000 and $1,550,000, respectively. The Company expects to fund its 1997 operating and capital expenditures at its Kingsville Dome, Rosita, and Alta Mesa projects from cash on hand, sales proceeds under 1997 uranium deliveries and through existing financing arrangements. In June 1996, the Company acquired the rights to a significant uranium deposit in South Texas known as the Alta Mesa project. The Company spent $4,000,000 to acquire the uranium rights to the property which is estimated to contain approximately 6.2 million pounds of in-place proven and probable reserves. Capital expenditures incurred on the Alta Mesa project for the three months ended March 31, 1997 were approximately $183,000 and were related primarily to permitting and licensing activities. Additional capital costs on Alta Mesa are expected to be approximately $900,000 for the remainder of 1997. The initial capital costs to acquire the rights to the Alta Mesa property were obtained through a one-year $4.0 million note from the Lindner Dividend Fund. This note was repaid in January 1997. New Mexico Projects Capital expenditures at the Company's Churchrock and Crownpoint projects for permitting and land holding costs totaled approximately $491,000 for the three months ending March 31, 1997 and are expected to amount to approximately $1,306,000 for the remainder of 1997. Capital requirements for 1997 and beyond for these projects are expected to be met through future sales proceeds from current and additional uranium delivery contracts and through future sources of debt and/or equity financing. Financing Cash Flows During May 1996, the Company entered into a $3.0 million revolving credit facility. This facility is secured by the Company's receivables from its uranium sales contracts. Principal and interest payments under the loan are due monthly, with interest on the loan accruing at the prime rate plus 1%. Repayments under this facility amounted to $1,440,000 in the three months ending March 31, 1997. In June 1996, the Company received $4.0 million in proceeds from the one-year note entered into with the Lindner Dividend Fund, noted previously. The terms of the note provided for the payment of both the principal and accrued interest by June 1997 with interest on the note accruing at a rate of 6.5% per annum. The $4.0 million principal amount and accrued interest on this note was paid in January 1997. The Company was obligated to pay a production payment royalty of $1.00 per pound on the three first three million pounds of uranium produced and sold from either Kingsville Dome or Rosita. The Company has cumulatively produced in excess of three million pounds of uranium from these properties and made the final payment of approximately $730,000 on this obligation in January 1997. In the first quarter of 1997 the Company generated $58,000 from the issuance of 14,500 shares of common stock associated with the exercise of certain stock warrants. In the same period in 1996, approximately $411,000 was generated from the issuance of approximately 110,000 shares of common stock upon the exercise of certain employee stock options. Other Non-Cash Transactions In March 1997, the Company acquired from Santa Fe Pacific Gold Corporation ("Santa Fe") certain mineral interests covering approximately 500,000 acres in northwestern New Mexico in exchange for 1.2 million shares of the Company's common stock and a commitment for certain exploration expenditures. Approximately one-third of the acreage comprises uranium mineral rights and the remaining acreage comprises exploration rights with rights to purchase and develop any uranium mineral interests found. Included in the purchase is an existing royalty obligation from the Company to Santa Fe on certain properties currently under lease from Santa Fe. The Company estimates that 8 9 there is approximately 14.7 million pounds of proven in-place uranium reserves on 37,000 acres of the property on which it acquired the entire mineral estate (excluding coal). Also included in the 500,000 acres is the fee interest in uranium on approximately 140,000 acres and the exclusive uranium rights, for 17 years, on approximately 346,000 acres. ENVIRONMENTAL ASPECTS The Company utilizes ISL solution mining technology as its only mining method. Unlike conventional uranium mining companies, the Company's mining technology does not create "tailings". Nevertheless, the Company is highly regulated. Its primary environmental costs to date have been related to obtaining and complying with environmental mining permits and, once mining is completed, the reclamation and restoration of the surface areas and underground water quality to a condition consistent with applicable requirements. Accruals for the estimated future cost of such activities are made on a per-pound basis as part of production costs. See the Consolidated Statements of Operations for the applicable provisions for such future costs. See also Note 1 - "Restoration and Reclamation Costs" of Notes to Consolidated Financial Statements in the Company's Form 10-K as of December 31, 1996. RESULTS OF OPERATIONS Revenues, earnings from operations and net income for the Company can fluctuate significantly on a quarter to quarter basis during the year because of the timing of deliveries requested by its utility customers. The Company's customers have generally elected, where possible, to take delivery of the bulk of the annual deliveries under their long-term sales contracts later in each year. Accordingly, operating results for any quarter or year-to-date period are not necessarily comparable and may not be indicative of the results which may be expected for future quarters or for the entire year. Three Months Ended March 31, 1997 and 1996 The following is a summary of the key operational and financial statistics related to the Results of Operations: Three Months Ended March 31, ----------------------- 1997 1996 --------- --------- (In thousands, except per pound data) Uranium sales revenue $ 3,800 $ 2,331 Total pounds delivered 231.9 158.8 Average sales price/pound $ 16.38 $ 14.69 Pounds produced 247 186 Pounds purchased -- 49 Average production cost of produced pounds $ 15.37 $ 8.96 Average cost of purchased pounds N/A $ 11.90 Average cost of produced pounds sold $ 13.96 $ 8.45 Average cost of purchased pounds sold N/A $ 11.90 Revenue from uranium sales in the first quarter of 1997 increased by $1,468,000 from 1996 amounts. The average sales price for total uranium deliveries in the first quarter ending March 31, 1997 and 1996 was $16.38 per 9 10 pound and $14.69 per pound, respectively. Total uranium deliveries in the first quarter of 1997 increased by 73,000 pounds from those made in the same period in 1996. The 1997 deliveries (232,000 pounds) consisted entirely of long-term contract sales. The deliveries in the first quarter of 1996 included both sales made under the matched sale provision of the Amendment to the Russian Federations Suspension Agreement (the "Amendment") of 110,000 pounds of URI produced uranium and sales under URI's long-term contracted sales of 49,000 pounds. The average sales price per pound for these 1996 deliveries under URI long-term contracts was $19.38. Details of the cost of uranium sales were as follows: Three Months Ended March 31, ------------------ 1997 1996 ------- ------- (In thousands) Cost of purchased uranium $ -- $ 580 Royalties 220 106 Operating expenses 1,176 689 Provision for restoration and reclamation costs 248 104 Depreciation and depletion of uranium properties 1,842 450 ====== ====== Total cost of uranium sales $3,486 $1,929 ====== ====== The Company produced 247,000 pounds of uranium from the Rosita and Kingsville Dome facilities in the three months ending March 31, 1997, compared to 186,000 pounds in the same quarter of 1996. The average per pound production cost for the quarter of $15.37 was higher than the corresponding period of 1996 primarily as a result of operations at the Company's Rosita facility. Costs at Rosita for the quarter were significantly higher than the $10.86 per pound average cumulative cost experienced at this site from June 1995 through December 1996. This increase in production costs reflects the phasing out of production at Rosita's existing Wellfields 3 through 6 as these wellfields enter the latter stage of their production decline curves. In January 1997, the Company received the necessary regulatory permits at Rosita to expand its production into Wellfield 7, located northwest of the current production fields. This new production area is expected to contain the majority of the remaining uranium reserves at Rosita and is anticipated to be the final area of production at the site. Plans had been to commence wellfield development and production from this area during the quarter. Due to drill rig availability and severe weather conditions, production was not able to commence as scheduled. Current plans are to effect a temporary partial shutdown of the Rosita facilities during the second quarter of 1997, as the Company concentrates solely on Wellfield 7. As well, new operating techniques to increase productivity are being reviewed and may be implemented to determine how various production and recovery strategies impact production costs and efficiencies towards optimizing existing and future operating facilities. There can be no assurance that such methods, if implemented, will enhance production or reduce overall production costs. Operating expenses attributable directly to the sale of Kingsville Dome and Rosita produced pounds totaled $1,176,000 ($5.07 per pound) in the first quarter ended March 31, 1997 compared to $396,000 ($3.60 per pound) for Rosita produced pounds that were sold in the same period in 1996. Total operating expenses and depreciation and depletion in the first three months ended March 31, 1996 also include $313,000 in standby costs for the Kingsville Dome facility. Such standby costs were recorded as direct charges to operations. The provision for restoration and reclamation in the first three months ended March 31, 1997 consists of $219,000 ($0.95 per pound) for production sold during 1997 and $29,000 for costs associated with reclamation activities related to the Benavides project (a previous mining location). The provision for restoration and 10 11 reclamation in the first quarter ended March 31, 1996 consists entirely of the provision for Rosita production sold of $104,000 ($0.93 per pound). The depreciation and depletion provision in the quarter ended March 31, 1997 consisted of $1,842,000 ($7.94 per pound) for Rosita and Kingsville Dome production sold. The depreciation and depletion provision in the first quarter of 1996 consisted of $430,000 ($3.91 per pound) for Rosita production sold and Kingsville Dome depreciation while on standby of $21,000. Royalties in the first three months of 1997 totaled $220,000 compared to $106,000 in 1996. The increase in 1997 is directly attributable to the combined increase in production at Rosita and Kingsville Dome and the corresponding increase in sales of produced uranium compared to 1996. The average cost of uranium purchases made in the first quarter of 1996 was $11.90. No pounds were purchased in the same period in 1997. Total deliveries in the first three months of 1997 consisted of 231,900 produced pounds at an average cost per pound of $13.96. During the same period in 1996, the Company delivered 49,000 purchased pounds, at an average cost per pound of $11.90 and 110,000 produced pounds at $8.45 per pound. Corporate expenses consisting of general and administrative ("G&A") expenses increased to $844,000 in the first quarter of 1997 from $824,000 in the first quarter of 1996. This increase resulted primarily from employee incentive awards paid in the first quarter of 1997 of $168,000 compared to those awarded in the same period in 1996 of $105,000 and costs of the New Mexico operations headquarters in Albuquerque which opened in September 1996 of $106,000. These increases were offset by reductions in legal costs in the first quarter of 1997 compared to the first quarter of 1996. The significant prior year legal costs ($116,000) were primarily incurred in connection with actions the Company brought related to the unauthorized transfer of corporate funds in the first quarter of 1995. Total other income for the first quarter of 1997 increased by $131,000 from the same period in 1996. This increase resulted from an increase in interest income and a reduction in net interest of $95,000 and $36,000, respectively for the first three months of 1997. The higher interest income resulted from higher average available cash and investment balances which were generated from the Company's equity placement in December 1996. 11 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None ITEM 5. OTHER INFORMATION. None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Financial Data Schedule 12 13 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: May 12, 1997 By: /s/ Paul K. Willmott ------------------------- Paul K. Willmott Director, President and Chief Executive Officer Dated: May 12, 1997 By: /s/ Thomas H. Ehrlich -------------------------- Thomas H. Ehrlich Vice President - Finance and Chief Financial Officer (Principal Financial and Accounting Officer) 13 14 INDEX TO EXHIBITS EXHIBIT DESCRIPTION - ------- ----------- 27 FINANCIAL DATA SCHEDULE