URANIUM RESOURCES INC /DE/
10-Q, 1997-08-14
METALS & MINERALS (NO PETROLEUM)
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<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, 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.

[S]                                         [C]
Title of Each Class of Common Stock         Number of Shares Outstanding
- -----------------------------------         ----------------------------

   Common Stock, $.001 par value            12,027,527 as of  August 12, 1997

===============================================================================
<PAGE>   2
                            URANIUM RESOURCES, INC.
                   1997 SECOND QUARTERLY REPORT ON FORM 10-Q


                               TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION


         Item 1. Financial Statements

                  Consolidated Balance Sheets -
                   June 30, 1997 (Unaudited) and
                   December 31, 1996                                     3

                  Consolidated Statements of Operations -
                   Six Months and Three Months Ended
                  June 30, 1997 and 1996 (Unaudited)                     5

                  Consolidated Statements of Cash Flows -
                   Six Months Ended June 30, 1997
                   and 1996 (Unaudited)                                  6

                  Notes to Consolidated Financial
                    Statements - June 30, 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
<PAGE>   3
                         PART I - FINANCIAL INFORMATION

                         ITEM 1. FINANCIAL STATEMENTS

                            URANIUM RESOURCES, INC.

                          CONSOLIDATED BALANCE SHEETS
                  JUNE 30, 1997 AND DECEMBER 31, 1996 (NOTE 1)

                                     ASSETS


<TABLE>
<CAPTION>
                                                    June 30,         December 31,
                                                   ------------      ------------
                                                       1997             1996
                                                   ------------      ------------
                                                    (Unaudited)
<S>                                                <C>               <C>         
Current assets:
   Cash and cash equivalents                       $  3,856,308      $ 16,934,276
   Short-term investment:
        Certificate of deposit, non-restricted          224,966                --
        Certificate of deposit, restricted            2,855,194         2,779,840
   Receivables, net                                   1,933,659         1,829,539
   Uranium inventory                                  4,260,408         3,575,285
   Materials and supplies inventory                      85,160            88,483
   Prepaid and other current assets                     327,864           239,435
                                                   ------------      ------------
        Total current assets                         13,543,559        25,446,858
                                                   ------------      ------------

Property, plant and equipment, at cost:
   Uranium properties                                86,385,879        71,364,561
   Other property, plant and equipment                  564,663           546,985
   Less-accumulated depreciation and depletion      (32,594,711)      (29,335,818)
                                                   ------------      ------------
        Net property, plant and equipment            54,355,831        42,575,728

Other assets                                            651,013           771,084
                                                   ------------      ------------
                                                   $ 68,550,403      $ 68,793,670
                                                   ============      ============
</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, 1997 AND DECEMBER 31, 1996 (NOTE 1)

                      LIABILITIES AND SHAREHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                                June 30,        December 31,
                                                              ------------      ------------
                                                                   1997            1996
                                                              ------------      ------------
<S>                                                           <C>               <C>         
Current liabilities:
   Accounts payable                                           $    743,960      $  2,201,145
   Notes payable                                                        --         5,440,000
   Accrued interest payable                                          2,507           185,186
   Current portion of long-term debt                             6,000,000           730,074
   Royalties payable                                               629,133           746,113
   Current portion of restoration reserve                          370,000           368,000
   Other accrued liabilities                                       465,739           507,117
                                                              ------------      ------------
        Total current liabilities                                8,211,339        10,177,635
                                                              ------------      ------------

Other long-term liabilities and deferred credits                 4,516,067         4,279,289

Long-term debt, less current portion                               450,000         6,407,054

Deferred federal income taxes                                    2,550,000         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                                       12,672,821        13,004,514
        Less:  Treasury stock (152,500 shares), at cost             (9,418)           (9,418)
                                                              ------------      ------------
             Total shareholders' equity                         52,822,997        45,296,692
                                                              ------------      ------------
                                                              $ 68,550,403      $ 68,793,670
                                                              ============      ============
</TABLE>





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




                                       4
<PAGE>   5



                            URANIUM RESOURCES, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                      FOR
     THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 1997 AND 1996 (NOTE 1)
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                  Three Months Ended                   Six Months Ended
                                                                       June 30,                             June 30,
                                                             -----------------------------      ------------------------------
                                                                 1997            1996                1997              1996
                                                             -----------      ------------      ------------      ------------
<S>                                                         <C>               <C>               <C>               <C>         
Revenues:
   Uranium sales -
        Produced uranium                                    $  3,184,780      $  5,398,650      $  6,981,180      $  6,785,530
        Purchased uranium                                             --            40,622             3,413           985,167
                                                            ------------      ------------      ------------      ------------
          Uranium sales                                        3,184,780         5,439,272         6,984,593         7,770,697

Costs and expenses:
   Cost of uranium sales -
        Direct cost of purchased uranium                              --             5,469                --           585,594
        Royalties                                                171,005           328,899           390,548           434,774
        Operating expenses                                     1,312,348         1,202,370         2,488,635         1,891,161
        Provision for restoration and reclamation costs          191,445           308,732           439,503           412,293
        Depreciation and depletion                             1,492,673         1,973,105         3,334,922         2,423,483
                                                            ------------      ------------      ------------      ------------
          Total cost of uranium sales                          3,167,471         3,818,575         6,653,608         5,747,305
                                                            ------------      ------------      ------------      ------------

   Earnings from operations before corporate expenses             17,309         1,620,697           330,985         2,023,392

   Corporate expenses -
        General and administrative                               647,838           708,484         1,491,912         1,527,328
        Depreciation                                               5,952             4,986            11,661            10,306
                                                            ------------      ------------      ------------      ------------
          Total corporate expenses                               653,790           713,470         1,503,573         1,537,634
                                                            ------------      ------------      ------------      ------------
Earnings (loss) from operations                                 (636,481)          907,227        (1,172,588)          485,758

Other income (expense):
        Interest expense, net of capitalized interest            (32,704)         (133,915)          (99,622)         (236,814)
        Interest and other income, net                           690,008            50,680           857,292           123,119
                                                            ------------      ------------      ------------      ------------
          Total other income (expense)                           657,304           (83,235)          757,670          (113,695)
                                                            ------------      ------------      ------------      ------------
Earnings (loss) before federal income taxes                       20,823           823,992          (414,918)          372,063

Federal income tax benefit:
   Current                                                          (225)               --              (225)               --
   Deferred                                                        4,000           164,000           (83,000)           74,000
                                                            ------------      ------------      ------------      ------------
Net earnings (loss)                                         $     17,048      $    659,992      $   (331,693)     $    298,063
                                                            ============      ============      ============      ============

Net earnings (loss) per common share and
  common equivalent                                         $       0.00      $       0.06      $      (0.03)     $       0.03
                                                            ============      ============      ============      ============

Weighted average common shares and common
   equivalent shares per share data
    Primary                                                   12,546,875        10,237,058        11,475,676        10,033,715
                                                            ============      ============      ============      ============
    Fully Diluted                                             12,550,233        11,705,480        11,475,676        10,161,158
                                                            ============      ============      ============      ============
</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, 1997 AND 1996 (NOTE 1)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                        June 30,
                                                                             ------------------------------
                                                                                 1997             1996
                                                                             ------------      ------------
<S>                                                                          <C>               <C>         
Cash flows from operations:
   Net earnings (loss)                                                       $   (331,693)     $    298,063
   Reconciliation of net earnings (loss) to cash provided by operations-
        Provision for restoration and reclamation costs                           439,503           412,293
        Depreciation and depletion                                              3,346,583         2,433,789
        Provision (credit) for deferred income taxes                              (83,000)           74,000
        Decrease in restoration and reclamation accrual                          (203,902)          (67,410)
        Other non-cash items, net                                                 (77,558)          147,605
                                                                             ------------      ------------
Cash flow provided by operations, before changes in
   operating working capital items                                              3,089,933         3,298,340
Effect of changes in operating working capital items-
   (Increase) decrease in receivables                                            (104,120)          879,327
   Increase in inventories                                                       (810,161)         (622,452)
   Increase in prepaid and other current assets                                  (285,886)         (235,008)
   Decrease in payables and accrued liabilities                                (1,755,276)       (2,446,808)
                                                                             ------------      ------------
Net cash provided by operations                                                   134,490           873,399
                                                                             ------------      ------------
Investing activities:
   Increase in investments                                                       (300,320)       (1,610,343)
   Additions to property, plant and equipment -
        Kingsville Dome                                                        (3,959,755)       (2,776,283)
        Rosita                                                                 (1,423,464)       (1,454,517)
        Alta Mesa                                                                (196,708)       (4,052,191)
        Churchrock                                                               (379,596)         (268,359)
        Crownpoint                                                               (513,088)         (322,995)
        Other property                                                           (315,253)         (154,807)
   Increase in other assets                                                       (12,199)           (9,922)
                                                                             ------------      ------------
Net cash used in investing activities                                          (7,100,383)      (10,649,417)
                                                                             ------------      ------------
Financing activities:
   Payments and refinancings of principal                                      (6,170,074)         (111,322)
   Proceeds from other borrowings                                                      --         6,235,000
   Issuance of common stock and warrants, net                                      57,999           441,338
                                                                             ------------      ------------
Net cash provided by (used in) financing activities                            (6,112,075)        6,565,016
                                                                             ------------      ------------
Net decrease in cash and cash equivalents                                     (13,077,968)       (3,211,002)
Cash and cash equivalents, beginning of period                                 16,934,276         4,715,942
                                                                             ------------      ------------
Cash and cash equivalents, end of period                                     $  3,856,308      $  1,504,940
                                                                             ============      ============
</TABLE>



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

                                       6
<PAGE>   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
June 30, 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 June 30, 1997, the Company's cash and cash
equivalents were $3,856,000 a decrease of $3,146,000 as compared to a decrease
of $976,000 for the second quarter of 1996.  Cash and cash equivalents
decreased by $13,078,000 for the six months ended June 30, 1997 compared to a
decrease of $3,211,000 for the same period of 1996.  The Company's uranium
operations generated cash flow from operations of $593,000 for the quarter
ended June 30, 1997, in comparison to a cash flow from operations in the same
period in 1996 of $625,000.  Net cash provided by uranium operations for the
six months ended June 30, 1997 was $134,000 compared to cash flow from
operations of $873,000 for the same period in 1996.  The Company's net working
capital at June 30, 1997 was $5,332,000.







                                       7
<PAGE>   8

Investing Cash Flows

         South Texas Producing Properties

         During the six months ending June 30, 1997, development expenditures
totaling $3,960,000 and $1,423,000 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 $4,000,000 and
$760,000, respectively.  The Company expects to fund its 1997 operating and
capital expenditures at its Kingsville Dome and Rosita projects from cash on
hand, sales proceeds under 1997 uranium deliveries and through existing
financing arrangements.

         South Texas Development Properties

         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 six
months ended June 30, 1997 were approximately $197,000 and were related
primarily to permitting and licensing activities.  Additional capital costs for
permitting, licensing and land holding costs on Alta Mesa are expected to be
approximately $370,000 for the remainder of 1997.  The Company projected to
commence with plant and wellfield activities in the latter part of 1997
provided the necessary regulatory permits and licenses were secured.  Progress
towards fulfilling the regulatory requirements is continuing but the timing of
actual construction and wellfield development is being evaluated with respect
to the economic assessment of the project when compared to the current uranium
market prices (spot price of $10.50 at August 5, 1997), the ability of the
Company to secure the requisite capital for the project and the Company's
current and prospective contracted sales portfolios.

         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.

         At the Company's Vasquez project, plant and wellfield activities were
projected to begin at the end of 1997 or early 1998 provided permitting and
licensing were completed.  Progress towards fulfilling the regulatory
requirements continues but the timing of plant and wellfield activities are
being evaluated with respect to the economic assessment of the project compared
to the current uranium market prices, the Company's ability to secure capital
for the project, and the Company's current and prospective contracted sales
portfolios.

         New Mexico Development Properties

         Capital expenditures at the Company's Churchrock and Crownpoint
projects for permitting and land holding costs totaled approximately $893,000
for the six months ending June 30, 1997 and expenditures for these activities
are expected to amount to approximately $540,000 for the remainder of 1997.
The Company anticipated expenditures for plant and wellfield activities at the
Churchrock project to begin in the latter part of 1997 provided the necessary
regulatory permits and licenses were obtained.  Progress towards fulfilling the
regulatory requirements is continuing but the timing of actual construction and
wellfield development is being evaluated with respect to the economic
assessment of the project when compared to the current uranium market prices,
the Company's ability to secure capital for the project, and the Company's
current and prospective contracted sales portfolios.  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 six months ending
June 30, 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.




                                       8
<PAGE>   9

         The Company was obligated to pay a production payment royalty of $1.00
per pound on the 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 half 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 $441,000 was
generated from the issuance of approximately 119,000 shares of common stock
upon the exercise of certain 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 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.




                                       9
<PAGE>   10

Three Months and Six Months Ended June 30, 1997 and 1996

         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,
                                         ------------------------        -------------------------
                                           1997           1996              1997           1996
                                         --------      ----------        -----------   -----------
                                             (In thousands)                     (In thousands)
<S>                                      <C>           <C>               <C>             <C>
Uranium sales revenue                    $   3,185     $    5,439        $    6,985     $    7,771
Total pounds delivered                         202            331               434            490
Average sales price/pound                $   15.75     $    16.45        $    16.09     $    15.87
Pounds produced                                200            429               424            615
Pounds purchased                                --             --                --             49
Average cost of purchased pounds                --             --                --     $    12.01
Average cost of produced pounds sold     $   14.82     $    10.52        $    14.36     $    10.00
Average cost of purchased pounds sold           --             --                --     $    12.01
</TABLE>


         Revenue from uranium sales in the second quarter of 1997 decreased by
$2,254,000 from the same period in 1996.  This difference resulted from a
decrease in deliveries of approximately 130,000 pounds and lower average sales
prices for the quarter ended June 30, 1997 compared to the same quarter in
1996.

         Revenue from uranium sales in the first half of 1997 decreased by
$786,000 from 1996 levels.  This reduction resulted from approximately 60,000
fewer pounds delivered this year compared to 1996 but was offset by the benefit
of average sales prices that were $0.22 per pound higher in the first half of
1997 than in the same period last year.  The Company's 1997 contract portfolio
includes contracts with sales prices containing base price escalated contracts,
market price related contracts and Russian matched sales contracts.  This
portfolio mix contrasts with the 1996 contract portfolio which consisted of
only base price escalated contracts and Russian matched sales contracts.
Changes in the market price of uranium can result in a significant impact on
the average sales price received under the Company's sales contracts and on 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,
                                                     -----------------     -----------------
                                                      1997       1996       1997       1996
                                                     ------     ------     ------     ------
                                                      (In thousands)        (In thousands)
<S>                                                  <C>        <C>        <C>        <C>   
Cost of purchased uranium                            $   --     $    6     $   --     $  586
Royalties                                               171        329        391        435
Operating expenses                                    1,312      1,202      2,489      1,891
Provision for restoration and reclamation costs         191        309        439        412
Depreciation and depletion of uranium properties      1,493      1,973      3,335      2,424
                                                     ------     ------     ------     ------
       Total cost of uranium sales                   $3,167     $3,819     $6,654     $5,748
                                                     ======     ======     ======     ======

</TABLE>

         During the first half of 1997, and more specifically the second
quarter, the Company experienced certain severe production challenges
associated with weather, operating techniques and subsurface geochemical
conditions.  As a result, the Company produced only 200,000 pounds of uranium
from the Rosita and Kingsville Dome facilities in the three months ending June
30, 1997, compared to 429,000 pounds in the same quarter of 1996.  For the six
month period ending June 30, 1997, the Company produced 424,000 pounds compared
to 615,000 pounds in the same period during 1996.







                                      10
<PAGE>   11

         The reduced production output for both the quarter and the six months
ended June 30, 1997 resulted in per pound production costs which increased
significantly compared to 1996.  Adverse wet weather conditions submerged a
majority of the production areas and resulted in the loss of over 30 days
drilling time during the second quarter of 1997 alone.  This inability to drill
and develop new production areas was a major factor in the downturn in
production.  During the first half of 1997, the Company  experienced
inefficiencies related to operating and management techniques coupled with
operating constraints resulting from plant design.  During the second quarter
of 1997, the Company reorganized its operating group and redesigned certain
plant and wellfield systems to address these inefficiencies and to facilitate
future operations.  The Rosita facility was downsized in June 1997 in order to
concentrate on maximizing production from its newest wellfield (wellfield #7),
while strategically continuing to produce from those wellfields that are in the
latter stages of their production decline curves.  Staffing at Rosita was
reduced during this period from 47 employees to 20.

         At both operating facilities, decreased production from the leach
fields relating to water quality has forced the Company to undertake certain
redesign of the facilities in order to mitigate the chemical effects of the
continuously recycled ground water .  During the second quarter, a temporary
partial shutdown of the Rosita facility was undertaken to effect these changes.
The Kingsville Dome facility  underwent a three-day shutdown in July 1997 to
re-pipe the facility allowing new wellfields to be mined primarily with the
groundwater native to each wellfield.

         Operating expenses attributable directly to the sale of Kingsville
Dome and Rosita produced pounds totaled $2,489,000 ($5.73 per pound) in the
first six months of 1997 compared to $1,578,000 ($3.58 per pound) for produced
pounds that were sold in the same period in 1996.  Total operating expenses and
depreciation and depletion in the first six months ended June 30, 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 six months
ended June 30, 1997 consists of $411,000 ($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 reclamation in the six months ended June 30, 1996 consists
entirely of the provision for production sold of $412,000 ($0.94 per pound).

         The depreciation and depletion provision in the quarter ended June 30,
1997 consisted of $3,335,000 ($7.68 per pound) for Rosita and Kingsville Dome
production sold.  The depreciation and depletion provision in the second
quarter of 1996 consisted of $2,403,000 ($5.45 per pound) for production sold
and Kingsville Dome depreciation while on standby of $21,000.

         Royalties in the first six months of 1997 totaled $391,000 compared to
$435,000 in 1996.  The decrease in 1997 is directly attributable to the
reduction in sales of produced uranium and a lower spot market price compared
to 1996.

         The average cost of uranium purchases made in the first half of 1996
was $12.01.  No pounds were purchased in the same period in 1997.  Total
deliveries in the first six months of 1997 consisted of 434,000 produced pounds
at an average cost per pound of $14.36.  During the same period in 1996, the
Company delivered 49,000 purchased pounds, at an average cost per pound of
$12.01 and 441,000 produced pounds at an average cost of $10.00 per pound.

         Corporate expenses consisting of general and administrative ("G&A")
expenses decreased slightly to $1,504,000 in the first six months of 1997 from
$1,538,000 in the first six months of 1996.







                                      11
<PAGE>   12

         Total other income for the second quarter of 1997 increased by
$639,000 from the same period in 1996. This increase resulted from the
settlement in June 1997 of the Company's lawsuit against The Professional Bank
of Denver, Colorado ($575,000) and an increase in interest income ($65,000) for
the quarter.  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.


                                       12
<PAGE>   13
                          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 1997 Annual Meeting of Stockholders was held on May 1, 1997 in
Dallas, Texas.  Shares representing 9,303,484 votes (86% 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
ratified Arthur Andersen LLP as independent accountants for the Company for
1997.  The ratification of Arthur Andersen LLP as independent accountants was
approved by a vote of 9,276,570 shares in favor, 2,126 opposed and 24,788
abstaining.

ITEM 5.  OTHER INFORMATION.

         None

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

         Financial Data Schedule







                                      13
<PAGE>   14

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   URANIUM RESOURCES, INC.



Dated:  August 12, 1997            By:   /S/   Paul K. Willmott   
                                      ----------------------------
                                         Paul K. Willmott
                                         Director, President and
                                         Chief Executive Officer




Dated:  August 12, 1997            By:   /S/   Thomas H. Ehrlich   
                                      -----------------------------
                                         Thomas H. Ehrlich
                                         Vice President - Finance and
                                         Chief Financial Officer
                                         (Principal Financial and 
                                          Accounting Officer)







                                      14
<PAGE>   15

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S>              <C>                               
EXHIBIT          DESCRIPTION
- -------          -----------

27               FINANCIAL DATA SCHEDULE
</TABLE>





                                      E-1

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       3,856,308
<SECURITIES>                                 3,080,160
<RECEIVABLES>                                1,933,659
<ALLOWANCES>                                         0
<INVENTORY>                                  4,260,408
<CURRENT-ASSETS>                            13,453,559
<PP&E>                                      86,950,542
<DEPRECIATION>                            (32,594,711)
<TOTAL-ASSETS>                              68,550,403
<CURRENT-LIABILITIES>                        8,211,339
<BONDS>                                        450,000
                                0
                                          0
<COMMON>                                        12,180
<OTHER-SE>                                  52,810,817
<TOTAL-LIABILITY-AND-EQUITY>                68,550,403
<SALES>                                      6,984,593
<TOTAL-REVENUES>                             6,984,593
<CGS>                                        6,653,608
<TOTAL-COSTS>                                8,157,181
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (99,622)
<INCOME-PRETAX>                              (414,918)
<INCOME-TAX>                                  (83,225)
<INCOME-CONTINUING>                          (331,693)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (331,693)
<EPS-PRIMARY>                                   (0.03)
<EPS-DILUTED>                                   (0.03)
        

</TABLE>


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