<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934
For the quarterly period ended June 30, 1996 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)
(214) 387-7777
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class of Common Stock Number of Shares Outstanding
----------------------------------- ------------------------------
Common Stock, $0.001 par value 8,765,027 as of August 8, 1996
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URANIUM RESOURCES, INC.
1996 SECOND QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<S> <C>
Consolidated Balance Sheets -
June 30, 1996 (Unaudited) and
December 31, 1995 3
Consolidated Statements of Operations -
Six Months and Three Months Ended
June 30, 1996 and 1995 (Unaudited) 5
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1996
and 1995 (Unaudited) 6
Notes to Consolidated Financial
Statements - June 30, 1996 (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II - OTHER INFORMATION 11
SIGNATURES 12
INDEX TO EXHIBITS E - 1
</TABLE>
2
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
URANIUM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995 (NOTE 1)
ASSETS
<TABLE>
JUNE 30, DECEMBER 31,
1996 1995
------------- --------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,504,940 $ 4,715,942
Short-term investments:
Certificate of deposit, restricted 1,138,810 712,094
Treasury bills, restricted 1,183,627
Receivables, net 3,125,864 4,005,191
Uranium inventory 2,842,731 663,487
Materials and supplies inventory 120,481 126,180
Prepaid and other current assets 214,990 127,519
------------- --------------
Total current assets 10,131,443 10,350,413
------------- --------------
Property, plant and equipment, at cost:
Uranium properties 65,782,994 56,735,549
Other property, plant and equipment 529,303 493,879
Less-accumulated depreciation and depletion (23,803,445) (19,929,621)
------------- --------------
Net property, plant and equipment 42,508,852 37,299,807
------------- --------------
Other Assets 448,887 434,897
------------- --------------
$ 53,089,182 $ 48,085,117
============= ==============
</TABLE>
The accompanying notes to financial statements are an integral part of these
consolidated balance sheets.
3
<PAGE> 4
URANIUM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995 (NOTE 1)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------- -------------
(Unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 925,756 $ 2,464,512
Notes payable 6,235,000 --
Accrued interest payable 55,631 39,843
Current portion of long-term debt 419,000 350,000
Royalties payable 672,631 811,686
Unearned revenue -- 528,970
Current portion of restoration reserve 390,000 544,000
Other accrued liabilities 645,892 901,707
------------- -------------
Total current liabilities 9,343,910 5,640,718
------------- -------------
Other long-term liabilities and deferred credits 3,445,145 2,777,351
Long-term debt, less current portion 6,957,185 7,137,507
Deferred federal income taxes 2,732,000 2,658,000
Shareholders' equity:
Common stock, $.001 par value, 25,000,000 shares
authorized; shares issued and outstanding (net of treasury
shares): 1996 - 8,765,027; 1995 - 8,645,698 8,918 8,798
Paid-in capital 18,067,728 17,626,510
Retained earnings 12,543,714 12,245,651
------------- -------------
30,620,360 29,880,959
Less: Treasury stock (152,500 shares), at cost (9,418) (9,418)
------------- -------------
Total shareholders' equity 30,610,942 29,871,541
------------- -------------
$ 53,089,182 $ 48,085,117
============= =============
</TABLE>
The accompanying notes to financial statements are an integral part of these
consolidated balance sheets.
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<PAGE> 5
URANIUM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 1996 AND 1995 (NOTE 1)
(UNAUDITED)
<TABLE>
<Cpation>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- ------------------------------
1996 1995 1996 1995
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Revenues:
Uranium sales -
Produced uranium $ 5,398,650 $ 25,260 $ 6,785,530 $ 25,260
Purchased uranium 40,622 5,213,426 985,167 6,464,439
------------- ------------- ------------- ------------
Uranium sales 5,439,272 5,238,686 7,770,697 6,489,699
Costs and expenses:
Cost of uranium sales -
Direct cost of purchased uranium 5,469 2,805,979 585,594 3,418,792
Royalties 328,899 1,467 434,774 1,467
Operating expenses 1,202,370 219,536 1,891,161 465,120
Provision for restoration and
reclamation costs 308,732 43,479 412,293 43,479
Depreciation and depletion 1,973,105 42,197 2,423,483 82,662
Loss on termination of joint venture -- -- -- 1,000,953
Loss on (recovery of) transfer
to stockholder (Note 2) -- (300,000) -- 780,000
Corporate expenses -
General and administrative 708,484 1,040,631 1,527,328 1,677,206
Depreciation 4,986 6,856 10,306 14,175
------------- ------------- ------------- ------------
Total costs and expenses 4,532,045 3,860,145 7,284,939 7,483,854
------------- ------------- ------------- ------------
Earnings (loss) from operations 907,227 1,378,541 485,758 (994,155)
Other income (expense):
Interest expense, net of capitalized interest (133,915) (154,855) (236,814) (309,835)
Interest and other income, net 50,680 83,003 123,119 131,236
------------- ------------- ------------- ------------
Earnings (loss) before income tax benefit 823,992 1,306,689 372,063 (1,172,754)
Federal income tax expense (benefit):
Deferred 164,000 260,000 74,000 (235,000)
------------- ------------- ------------- ------------
Net earnings (loss) $ 659,992 $ 1,046,689 $ 298,063 $ (937,754)
============= ============= ============= ============
Net earnings (loss) per common and common
equivalent share:
Primary $ 0.06 $ 0.13 $ 0.03 $ (0.12)
============= ============= ============= ============
Fully diluted $ 0.06 $ 0.12 $ 0.03 $ (0.12)
============= ============= ============= ============
Weighted average common shares and common
equivalent shares for per share data:
Primary 10,237,058 8,120,152 10,033,715 8,044,179
============= ============= ============= ============
Fully Diluted 11,705,480 8,949,868 10,161,158 8,044,179
============= ============= ============= ============
</TABLE>
The accompanying notes to financial statements are an integral part of these
consolidated statements.
5
<PAGE> 6
URANIUM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (NOTE 1)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1996 1995
------------- -------------
<S> <C> <C>
Cash flows from operations:
Net income (loss) $ 298,063 $ (937,754)
Reconciliation of net income to cash provided by operations-
Provision for restoration and reclamation costs 412,293 43,479
Depreciation and depletion 2,433,789 96,837
Provision (credit) for deferred income taxes 74,000 (235,000)
Decrease in restoration and reclamation accrual (67,410) (70,648)
Other non-cash items, net 147,605 105,433
------------- -------------
Cash flow provided by (used in) operations, before changes in
operating working capital items 3,298,340 (997,653)
Effect of changes in operating working capital items -
(Increase) decrease in receivables 879,327 (10,403)
(Increase) decrease in inventories (622,452) 3,375,082
Increase in prepaid and other current assets (235,008) (106,142)
Decrease in payables and accrued liabilities (2,446,808) (305,583)
------------- -------------
Net cash provided by operations 873,399 1,955,301
------------- -------------
Investing activities:
Increase in investments (1,610,343) (195)
Additions to property, plant and equipment -
Kingsville Dome (2,776,283) (51,955)
Rosita (1,454,517) (620,981)
Alta Mesa (4,052,191) --
Churchrock (268,359) (251,697)
Crownpoint (322,995) (126,858)
Other property (154,807) (23,345)
Increase in other assets (9,922) --
------------- -------------
Net cash used in investing activities (10,649,417) (1,075,031)
------------- -------------
Financing activities:
Proceeds from long-term borrowings -- 6,000,000
Payments and refinancings of principal (111,322) (6,338,819)
Proceeds from other borrowings 6,235,000 135,000
Issuance of common stock 441,338 277,265
------------- -------------
Net cash provided by financing activities 6,565,016 73,446
------------- -------------
Net increase (decrease) in cash and cash equivalents (3,211,002) 953,716
Cash and cash equivalents, beginning of period 4,715,942 2,527,600
------------- -------------
Cash and cash equivalents, end of period $ 1,504,940 $ 3,481,316
============= =============
</TABLE>
The accompanying notes to financial statements are an integral part of these
consolidated statements.
6
<PAGE> 7
URANIUM RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
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
1995 Annual Report on Form 10-K/A. 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, 1996 are not necessarily indicative of the results that may be
expected for the full calendar year ending December 31, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
Operating Cash Flows
For the quarter ended June 30, 1996, the Company's cash and cash
equivalents decreased $976,000 as compared to an increase of $3,438,000 for the
second quarter of 1995. Cash and cash equivalents decreased by $3,211,000 for
the six months ended June 30, 1996 compared to an increase of $954,000 for the
same period of 1995. The Company's uranium operations generated positive cash
flow from operations of $625,000 for the quarter ended June 30, 1996, in
comparison to positive cash flow from operations in the same period in 1995 of
$3,070,000. Net cash provided by uranium operations for the six months ended
June 30, 1996 was $873,000 compared to a positive cash flow from operations of
$1,955,000 for the same period in 1995. The Company's net working capital at
June 30, 1996 was $788,000.
During January, 1995, when companies controlled by Oren L. Benton (the
"Benton Companies") held effective control of the common stock of the Company,
the Company transferred $1 million to the Benton Companies in connection with a
planned joint venture to process uranium at a Benton Companies' mill. Shortly
thereafter, an additional $1,080,000 was transferred to or for the benefit of
Mr. Benton or certain Benton Companies without the authorization of the
Company's Board of Directors. In February, 1995, Mr. Benton and certain of the
Benton Companies filed for bankruptcy. In June, 1995, the Company recovered
$300,000 of the unauthorized transfer, however the remaining $1.78 million has
not been recovered and there can be no assurance that the Company's efforts to
pursue remedies will be successful. A loss for these transactions was recorded
in the first half of 1995 which resulted in a reduction of $1.78 million in the
Company's equity.
Investing Cash Flows
The Company resumed development activities at its Rosita site during the
second quarter of 1995 and uranium production began in June, 1995. During the
six months ending June 30, 1996, $1,455,000 in development expenditures were
incurred at Rosita. Capital expenditures to be incurred for the remainder of
1996 at Rosita, primarily for additional wellfield development, are expected to
be approximately $1,700,000. Significant development activities at the
Company's Kingsville Dome facility began in December, 1995 and resulted in
commencement of production at this site in April, 1996. Capital expenditures
at Kingsville Dome during the six months ending June 30, 1996 totaled
$2,776,000 and are expected to be $4,300,000 for the remainder of 1996. The
Company expects to fund its 1996 operations and capital expenditures at its
Kingsville Dome and Rosita projects from cash on hand, sales proceeds under
1996 uranium deliveries and through existing financing arrangements.
7
<PAGE> 8
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 for the property which is estimated to contain approximately 8.0
million pounds of in-place proven and probable reserves and an additional 5.0
million pounds of in-place potential. Extensive drilling and environmental
work has been undertaken on this property by previous leaseholders which are
expected to be useful to the Company in bringing the project into production as
early as the first quarter of 1998 at an annual production rate of 1.0 million
pounds. The projected recovery factors on the Alta Mesa property are estimated
at 65% to 75% of their in-place reserves and initial estimated production
costs, including acquisition costs, plant and wellfield capital costs,
operating costs and projected reclamation costs are projected to be in the
$10-$11 per pound range.
The initial capital costs to acquire the rights to the Alta Mesa property
were obtained through a one-year note from the Lindner Dividend Fund, Inc. It
is anticipated that the repayment of the $4.0 million note will be funded by
additional sources of debt or equity financing later this year or early 1997.
Capital expenditures required at the Company's Churchrock, Crownpoint and
Vasquez projects for permitting and land holding costs are expected to total
$1,300,000 for the remainder of 1996. Approximately $746,000 was incurred on
these properties during the first half of 1996. The funding of these 1996
capital costs is expected to result from the operating cash flows generated
from sales made under the Company's existing sales contracts.
Long-term capital requirements 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.
Long-term operating and capital needs are expected to be satisfied through
future sales proceeds from current and additional uranium delivery commitments
and through additional financing and/or equity sources.
During the six months ended June 30, 1995 $621,000 in development
expenditures were incurred at the Company's Rosita property. Capital
expenditures at the Company's other properties in the same period totaled
approximately $454,000.
Financing Cash Flows
In the first six months of 1996 the Company received $4.0 million in
proceeds from a one-year note entered into with the Lindner Dividend Fund. The
terms of the note provide for the payment of both the principal and accrued
interest by June 1997. Interest on the note accrues at a rate of 6.5% per
annum.
Also, 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 with interest on the loan accruing at the prime
rate plus 1%. Principal and interest payments under the loan are due monthly.
In the second quarter of 1996 advances under this facility amounted to
$2,235,000. During the first six months of 1996 the Company generated $441,000
from issuance of approximately 119,000 shares of common stock upon the exercise
of certain stock options.
In the first half of 1995, net cash from financing activities totaled
approximately $70,000. This increase was a result of the receipt of $6.0
million in proceeds received under the $6.0 million convertible loan made to
the Company in May 1995 by Lindner Investments and Lindner Dividend Fund, Inc.,
the receipt of $135,000 from other borrowings and the receipt of $277,000 from
the issuance of approximately 130,000 shares of common stock associated with
the exercise of certain employee stock options. These inflows from financing
activities for the first six months of 1995 were offset by payments of
principal and interest under the UBS note of approximately $6,339,000.
ENVIRONMENTAL ASPECTS
The Company utilizes in situ leach ("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 also Note 1 -
"Restoration and Reclamation Costs" of Notes to Consolidated Financial
Statements in the Company's Form 10-K/A as of December 31, 1995.
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-
8
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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 the
entire year.
Three Months and Six Months Ended June 30, 1996 and 1995
The following is a summary of the key operational and financial statistics
related to the Results of Operations:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- -------------------
1996 1995 1996 1995
-------- -------- -------- -------
(In thousands) (In thousands)
<S> <C> <C> <C> <C>
Uranium sales revenue $ 5,439 $ 5,239 $ 7,771 $ 6,490
Total pounds delivered 331 305 490 372
Average sales price/pound $ 16.45 $ 17.16 $ 15.87 $ 17.46
Pounds produced 429 -- 615 --
Pounds purchased -- -- 49 --
Average cost of purchased pounds $ -- $ -- $ 12.01 --
Average cost of produced pounds sold $ 10.52 $ -- $ 10.00 $ --
Average cost of purchased pounds sold $ -- $ 9.25 $ 12.01 $ 9.25
</TABLE>
Revenue from uranium sales in the quarter ended June 30, 1996 increased
slightly from that experienced in the second quarter of 1995. The increase was
a result of a moderate increase in deliveries made in the second quarter of
1996 offset by lower average sales prices for the quarter.
Revenue from uranium sales in the first half of 1996 increased by
$1,281,000 from 1995 levels. This increase was primarily a result of higher
deliveries in the six months ended June 30, 1996 compared to the same period in
the previous year. Total uranium deliveries in the first six months of 1996
increased by 118,000 pounds from those made in the same period for 1995. The
increased sales in the first half of 1996 were derived from higher volumes of
deliveries sold under short-term or spot sales, (320,000 pounds delivered in
1996 compared to 137,000 in 1995) but these increased spot sales were offset by
lower sales made in 1996 under the Company's long-term contracts (170,000 lbs.
in 1996 versus 234,000 in 1995). The average sales price for the short-term
and spot sales in 1996 was $14.24 compared to spot sales in 1995 with an
average price of $12.00 per pound. Sales prices for deliveries made under the
Company's long-term contracts declined in 1996 from prior year levels. The
average sales price for such deliveries in the first six months of this year
was $18.97 compared to $20.67 for the first half of 1995. The sales made in
the second quarter of 1995 included a delivery of approximately 55,000 pounds
at $27.80 per pound and represented the final delivery scheduled under a
long-term contract. Changes in the market price of uranium can result in a
significant impact of the Company's results of operations.
Details of the cost of uranium sales were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- -------------------
1996 1995 1996 1995
-------- -------- -------- -------
(In thousands) (In thousands)
<S> <C> <C> <C> <C>
Cost of purchased uranium $ 6 $ 2,806 $ 586 $ 3,419
Royalties 329 1 435 1
Operating expenses 1,202 219 1,891 465
Provision for restoration and reclamation costs 309 43 412 43
Depreciation and depletion of uranium
properties 1,973 42 2,424 83
-------- -------- -------- -------
Total cost of uranium sales $ 3,819 $ 3,111 $ 5,748 $ 4,011
======== ======== ======== =======
</TABLE>
The Company produced approximately 137,000 pounds from its Rosita facility
in the second quarter of 1996 bringing production for 1996 at this site to
323,000 pounds. Rosita production for the first six months of this year has
been below the one million pound annual pace the Company had previously
expected. The transition from Rosita's very productive wellfield 3 to
subsequent wellfields has yielded lower production from these wellfields to
date but the Company estimates that the total pounds to be recovered from these
wellfields will equal previous projections but over
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a slightly longer production schedule. The Company resumed production at its
Kingsville Dome facility in April, 1996 and produced over 291,000 pounds in the
second quarter of 1996 which was ahead of the production pace estimated for
this site. Production costs at Kingsville Dome for the six months ended June
30, 1996 were in the $11-$12 per pound range which is consistent with the costs
that were originally projected for this project. The combined production from
Rosita and Kingsville Dome is expected to yield between 1.5 and 1.6 million
pounds in 1996.
Operating expenses attributable directly to the sale of the Company's
produced pounds totaled $1,578,000 in the first six months of 1996.
Essentially no produced pounds were sold in the same period in 1995. Total
operating expenses and depreciation and depletion in the first six months of
1996 and 1995 include standby costs for the Kingsville Dome and Rosita
facilities. These costs have been recorded as direct charges to operations.
Standby costs for 1996 and 1995 were $313,000 and $473,000, respectively. The
provision for restoration and reclamation in the first six months of 1996
consists entirely of the provision for Rosita production sold of $299,000
($0.93 per pound) and for Kingsville Dome production sold of $114,000 ($0.95
per pound). The depreciation and depletion provision in the first six months
of 1996 consisted of the $4.80 rate per pound for Rosita production sold of
$1,541,000, the $7.29 rate per pound for Kingsville Dome production sold of
$873,000 and Kingsville Dome depreciation while on standby of $21,000. The
first six months of 1995 provision for depreciation and depletion is comprised
entirely of Rosita and Kingsville Dome depreciation while on standby of
$83,000.
Royalties in the first six months of 1996 totaled $435,000. Essentially
no royalties were incurred in 1995. The increase in 1996 is directly
attributable to the resumption of production at Rosita and Kingsville Dome and
the corresponding sales of produced uranium.
The average cost of uranium purchases made in the first six months of 1996
was $12.01 per pound. Deliveries in 1996 consisted of 49,000 purchased pounds,
at an average cost per pound of $12.01, and 441,000 produced pounds at $9.97
per pound. During the first six months of 1995, the Company delivered 367,000
purchased pounds at an average cost per pound of $9.25.
Corporate expenses consisting of general and administrative ("G & A")
expenses decreased to $1,527,000 in the first six months of 1996 from
$1,677,000 in the first six months of 1995. This decrease resulted primarily
from legal and accounting fees and other non-recurring expenses relating to the
Lindner financing in 1995.
Income from operations in the first six months of 1996 was $486,000
compared to a loss in the first six months of 1995 of $994,000. This change
was attributable to the losses from the termination of the joint venture
($1,001,000) and loss on unauthorized transfers ($780,000) made in 1995.
Total interest costs for the first six months of 1996, including
capitalized amounts, decreased by $73,000 compared to 1995. This decrease to
$242,000 from $315,000 in 1995 resulted from lower average outstanding debt
balances related primarily to the bank debt with Union Bank of Switzerland in
1995.
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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.
The 1996 Annual Meeting of Stockholders was held on May 29, 1996, in
Corpus Christi, Texas. Shares representing 6,316,306 votes (72.1% of total
outstanding) were present in person or by proxy.
At the meeting, the Stockholders of the Company elected Leland O. Erdahl,
Paul K. Willmott, George R. Ireland and James B. Tompkins to the Board of
Directors for a one-year term. In addition, the Company's Stockholders
approved the amendment to the Company's restated Certificate of Incorporation
to increase the authorized shares of common stock from 12,500,000 shares to
25,000,000 shares and ratified Arthur Andersen LLP as independent accountants
for the Company for 1996. The proposal to increase the authorized shares of
the Company was approved by a vote of 6,221,019 shares in favor, 86,077 opposed
and 9,300 abstaining. The ratification of Arthur Andersen LLP as independent
accountants was approved by a vote of 6,310,161 shares in favor, 2,645 opposed
and 3,500 abstaining.
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
99.1 - Press Release announcing results of the Company's Annual
Meeting of Stockholders and that it entered into a $3,000,000
Revolving Credit Facility with NationsBank of Texas, N.A.
(Incorporated by reference to the Company's Current Report on
Form 8-K dated May 31, 1996 (Commission No. 0-17171)).
99.2 - Press Release announcing that the Company acquired
rights to South Texas Alta Mesa Uranium In-Situ Leach Deposit.
(Incorporated by reference to the Company's Current Report on
Form 8-K dated May 31, 1996 (Commission No. 0-17171)).
99.3 - Press Release announcing the Company's Earnings for
three months ended June 30, 1996. (Incorporated by reference to
the Company's Current Report on Form 8-K dated May 31, 1996
(Commission No. 0-17171)).
(b) Reports on Form 8-K
During the quarter ended June 30, 1996, the Company filed a Current
Report on Form 8-K (the "Form 8-K"). The date of the Form 8-K was May 31, 1996.
In the Form 8-K, the Company reported on the following events:
11
<PAGE> 12
On May 31, 1996, the Company issued a press release announcing that at
the Company's 1996 Annual Meeting held on May 19, 1996, the stockholders
reelected the current Board of Directors and approved all other proposals
presented at the meeting. The Company also announced that it entered into a
$3,000,000 revolving credit facility with NationsBank of Texas, N.A.
On June 18, 1996, the Company issued a press release announcing that it
had acquired the rights to the South Texas Alta Mesa uranium in-situ leach
deposit from Mestena Unproven, Ltd., Jones Ranch Minerals Unproven, Ltd. and
Mestena Proven, Ltd., which property contains approximately 8.0 million pounds
of low-cost in-place proven and probable uranium reserves, and an additional
5.0 million pounds of in-place potential reserves.
On July 23, 1996, the Company issued a press release announcing its
earnings for the three months ended June 30, 1996.
12
<PAGE> 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: August 9, 1996 By: /S/ Paul K. Willmott
-------------------------------------------
Paul K. Willmott
Director, President and
Chief Executive Officer
Dated: August 9, 1996 By: /S/ Thomas H. Ehrlich
--------------------------------------------
Thomas H. Ehrlich
Vice President - Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------------------
<S> <C>
27 FINANCIAL DATA SCHEDULE
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,540,940
<SECURITIES> 2,322,437
<RECEIVABLES> 3,125,864
<ALLOWANCES> 0
<INVENTORY> 2,842,731
<CURRENT-ASSETS> 10,131,443
<PP&E> 66,312,297
<DEPRECIATION> (23,803,445)
<TOTAL-ASSETS> 53,089,182
<CURRENT-LIABILITIES> 9,343,910
<BONDS> 6,957,185
<COMMON> 8,918
0
0
<OTHER-SE> 30,602,024
<TOTAL-LIABILITY-AND-EQUITY> 53,089,182
<SALES> 7,770,697
<TOTAL-REVENUES> 7,770,697
<CGS> 5,747,305
<TOTAL-COSTS> 7,284,939
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 236,814
<INCOME-PRETAX> 372,063
<INCOME-TAX> 74,000
<INCOME-CONTINUING> 298,063
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 298,063
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
