<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 March 31, 1999 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, $0.001 par value 12,053,027 as of May 13, 1999
- -------------------------------------------------------------------------------
<PAGE> 2
URANIUM RESOURCES, INC.
1999 FIRST QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 1999 (Unaudited) and
December 31, 1998 3
Consolidated Statements of Operations -
Three Months Ended March 31, 1999 and 1998
(Unaudited) 5
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1999
and 1998 (Unaudited) 6
Notes to Consolidated Financial
Statements - March 31, 1999 (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 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
MARCH 31, 1999 AND DECEMBER 31, 1998 (NOTE 1)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
---------------- ----------------
1999 1998
---------------- ----------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 669,707 $ 3,713,566
Short-term investment:
Certificate of deposit, restricted 585,055 582,623
Receivables, net 7,202 1,482,806
Uranium inventory 1,669,859 956,590
Materials and supplies inventory 92,667 92,495
Prepaid and other current assets 292,963 244,301
---------------- ----------------
Total current assets 3,317,453 7,072,381
---------------- ----------------
Property, plant and equipment, at cost:
Uranium properties 98,778,689 98,073,350
Other property, plant and equipment 499,206 538,974
Less-accumulated depreciation and depletion (59,266,429) (59,059,968)
---------------- ----------------
Net property, plant and equipment 40,011,466 39,552,356
Other assets 4,299 4,299
Long-term investment:
Certificate of deposit, restricted 3,066,703 3,066,703
---------------- ----------------
$ 46,399,921 $ 49,695,739
================ ================
</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
MARCH 31, 1999 AND DECEMBER 31, 1998 (NOTE 1)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
---------------- ----------------
1999 1998
---------------- ----------------
(Unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 874,212 $ 1,829,255
Notes payable 500,000 1,685,000
Accrued interest payable 5,001 113,778
Current portion of long-term debt 8,000 8,000
Royalties payable 494,467 632,626
Current portion of restoration reserve 109,000 324,000
Other accrued liabilities 430,615 348,337
---------------- ----------------
Total current liabilities 2,421,295 4,940,996
---------------- ----------------
Other long-term liabilities and deferred credits 5,131,990 4,969,394
Long-term debt, less current portion 6,234,173 6,189,007
Deferred federal income taxes 65,810 263,810
Shareholders' equity:
Common stock, $0.001 par value, shares authorized:
25,000,000 shares issued and outstanding
(net of treasury shares): 1998 - 12,053,027
1997 - 12,053,027 12,205 12,205
Paid-in capital 40,629,923 40,629,923
Retained earnings (accumulated deficit) (8,086,057) (7,300,178)
Less: Treasury stock (152,500 shares), at cost (9,418) (9,418)
---------------- ----------------
Total shareholders' equity 32,546,653 33,332,532
---------------- ----------------
$ 46,399,921 $ 49,695,739
================ ================
</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 THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (NOTE 1)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------------
1999 1998
--------------- ----------------
<S> <C> <C>
Revenues:
Uranium sales -
Produced uranium $ - - $ 4,935,166
Purchased uranium 1,512 1,126,800
--------------- ----------------
Uranium sales 1,512 6,061,966
Costs and expenses:
Cost of uranium sales -
Direct cost of purchased uranium - - 961,937
Royalties - - 224,270
Operating expenses 449,328 1,680,773
Provision for restoration and reclamation costs 20,000 262,841
Depreciation and depletion 22,863 2,203,668
--------------- ----------------
Total cost of uranium sales 492,191 5,333,489
--------------- ----------------
Loss from operations
before corporate expenses (490,679) 728,477
Corporate expenses -
General and administrative 491,947 594,528
Depreciation 6,080 4,923
--------------- ----------------
Total corporate expenses 498,027 599,451
--------------- ----------------
Earnings (loss) from operations (988,706) 129,026
Other income (expense):
Interest expense, net of capitalized interest (39,935) (36,820)
Interest and other income, net 44,762 46,893
--------------- ----------------
Total other income 4,827 10,073
--------------- ----------------
Earnings (loss) before federal income taxes (983,879) 139,099
Federal income tax benefit:
Current - - - -
Deferred (198,000) 28,000
--------------- ----------------
Net earnings (loss) $ (785,879) $ 111,099
=============== ================
Net earnings (loss) per common share and
common equivalent (basic and diluted) $ (0.07) $ 0.01
=============== ================
Weighted average common shares and common
equivalent shares per share data
Basic 12,053,027 12,056,233
=============== ================
Diluted 12,053,027 12,056,233
=============== ================
</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 THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (NOTE 1)
(Unaudited)
<TABLE>
<CAPTION>
March 31
------------------------------------
1999 1998
---------------- ----------------
<S> <C> <C>
Cash flows from operations:
Net earnings (loss) $ (785,879) $ 111,099
Reconciliation of net income to cash provided by operations-
Provision for restoration and reclamation costs 20,000 262,841
Depreciation and depletion 28,943 2,208,591
Credit for deferred income taxes (198,000) 28,000
Decrease in restoration and reclamation accrual (135,352) (1,051)
Other non-cash items, net 154,909 159,409
---------------- ----------------
Cash flow provided by (used in) operations, before changes in
operating working capital items (915,379) 2,768,889
Effect of changes in operating working capital items-
(Increase) decrease in receivables 1,475,604 (12,446)
(Increase) decrease in inventories (390,817) 25,083
Increase in prepaid and other current assets (159,195) (122,050)
Increase (decrease) in payables and accrued liabilities (1,119,701) (2,136,114)
---------------- ----------------
Net cash provided by (used in) operations (1,109,488) 523,362
---------------- ----------------
Investing activities:
Increase in investments (2,432) (82,626)
Additions to property, plant and equipment -
Kingsville Dome (70,403) (1,200,641)
Rosita (26,371) (130,651)
Vasquez (44,064) (308,206)
Alta Mesa (37) (11,125)
Churchrock (244,878) (327,476)
Crownpoint (285,584) (148,920)
Other property (73,740) (189,291)
Increase in other assets - - (9,712)
---------------- ----------------
Net cash used in investing activities (747,509) (2,408,648)
---------------- ----------------
Financing activities:
Payments and refinancings of principal (1,686,862) 148,351
Proceeds from borrowings 500,000 - -
Issuance of common stock and warrants, net - - - -
----------------
----------------
Net cash from (used in) financing activities (1,186,862) 148,351
---------------- ----------------
Net decrease in cash and cash equivalents (3,043,859) (1,736,905)
Cash and cash equivalents, beginning of period 3,713,566 2,325,158
---------------- ----------------
Cash and cash equivalents, end of period $ 669,707 $ 588,253
================ ================
</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 1998 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, 1999 are
not necessarily indicative of the results that may be expected for the full
calendar year ending December 31, 1999.
2. FUTURE OPERATIONS
The financial statements of the Company have been prepared on the basis
of accounting principles applicable to a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. Due to a continued period of depressed prices for uranium as
compared to the Company's cost to produce uranium, the Company has generated
operating losses in each of the last two years. Operating losses have continued
during the first quarter of 1999. Such price declines have reduced the market
price of uranium to levels that are currently below the Company's cost to
produce uranium and below levels needed by the Company to obtain the necessary
financing to allow development of new production areas at its South Texas sites.
Due to circumstances described above, during the first quarter of 1999 the
Company has shut-in its current producing operations until prices recover. The
Company has limited financial resources available to support its ongoing
operations, fund payments of debt, potential claims in litigation and provide
for restoration of its properties until such time, if ever, uranium prices
recover to profitable levels. Further, the Company will require additional
capital resources to fund the cost to resume production and to fund development
of its undeveloped properties. There is no assurance the Company will be
successful in raising such capital or that uranium prices will recover to levels
which would enable the Company to operate profitably. These factors, raise
substantial doubt concerning the ability of the Company to continue as a going
concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts (including
approximately $40.0 million in net property, plant and equipment) or the amount
and classification of liabilities that might result should the Company be unable
to continue as a going concern. The ability of the Company to continue as a
going concern is dependent upon a recovery of uranium prices, its ability to
successfully produce uranium at economically feasible levels and its ability to
successfully raise capital to support ongoing operations and future development
efforts.
3. LONG-TERM DEBT
CAPITALIZED INTEREST
Interest capitalized in the three months ended March 31, 1999 and 1998
was $147,000 and $118,000, respectively. Total interest costs in these periods
were $186,000 and $155,000, respectively.
7
<PAGE> 8
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 1998 Annual Report on Form 10-K.
CAPITAL RESOURCES AND LIQUIDITY
Operating Cash Flows and Liquidity
For the quarter ended March 31, 1999, the Company's cash and cash
equivalents were $670,000 a decrease of $3,044,000 as compared to a decrease of
$1,737,000 for the first quarter of 1998. The Company's uranium operations
utilized cash flow from operations of $1,109,000 for the quarter ended March 31,
1999, in comparison to positive cash flow from operations in the same period in
1998 of $523,000. The Company's net working capital at March 31, 1999 was
$896,000.
As a result of the volatility of spot prices in the uranium
marketplace, during the first quarter of 1999 the Company has shut-in and placed
on stand-by its two South Texas facilities. Nominal production from these sites
is expected to continue provided their incremental production costs remain at or
below the cost of purchasing uranium in the marketplace. The Company will
continue to maintain certain activities at these locations including its ongoing
groundwater restoration efforts. The Company has also begun implementing
additional steps in 1999 to preserve cash by reducing expenses and maximizing
the cash flow from its existing sales contracts.
The Company is consolidating certain of its administrative locations,
and reducing its workforce. The implementation of these measures were initiated
in the fourth quarter of 1998 and continue in 1999. The Company projects that
upon the successful implementation of these strategies it will be able to
maintain a continued positive liquidity position through at least 1999. However,
there can be no assurances that the Company will be able to fully implement
these strategies. If certain of these strategies cannot be implemented and if
alternative options are not available, the Company's operations and liquidity
would be negatively impacted and the Company may be unable to continue operating
as a going concern.
Investing Cash Flows
South Texas Projects
During the three months ending March 31, 1999, development expenditures
at the Company's South Texas locations totaled $141,000. The Company's decision
to put its Kingsville Dome and Rosita sites on stand-by has reduced new capital
spending at these locations. The Company expects to fund its 1999 expenditures
at its South Texas projects from cash on hand, sales proceeds under 1999 uranium
deliveries and through existing financing arrangements.
8
<PAGE> 9
New Mexico Projects
Capital expenditures at the Company's Churchrock and Crownpoint
projects for permitting and land holding costs totaled approximately $530,000
for the three months ending March 31, 1999 compared to costs of $476,000 for the
first quarter of 1998. Capital requirements for 1999 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
In May 1996, the Company entered into a $3.0 million revolving credit
facility. This facility was renewed and expanded for a two year term to a $5.0
million credit facility in July 1997. This facility is secured by the Company's
uranium inventory and/or by 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%. Borrowings under this facility at
March 31, 1999 totaled $500,000.
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, 1998.
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, 1999 and 1998
The following is a summary of the key operational and financial
statistics related to the Results of Operations:
Three Months Ended
March 31,
-----------------------------
1999 1998
------------ -----------
(In thousands, except per pound data)
Uranium sales revenue $ -- $ 6,062
Total pounds delivered -- 370
Average sales price/pound N/A $ 16.37
Pounds produced 68 227
Pounds purchased -- 100
9
<PAGE> 10
Average production cost of produced pounds(1) $ 12.68 $ 15.87
Average cost of purchased pounds N/A $ 10.50
Average cost of produced pounds sold N/A $ 14.88
Average cost of purchased pounds sold N/A $ 10.50
(1) Production costs 1999 exclude approximately $273,000 in fixed "stand-by"
costs incurred at the South Texas sites related to the transition from an
operating to a stand-by mode in the first quarter of 1999. The incremental cash
cost of production (costs incurred in addition to those required to maintain the
projects while in a stand-by mode) in the first quarter was approximately $8.90
per pound.
The Company made no uranium deliveries in the first quarter of 1999.
Total deliveries for 1999 are projected at approximately 500,000 pounds and the
bulk of those are scheduled in the second half of the year. Total uranium
deliveries in the first quarter of 1998 of 370,000 pounds were at an average
sales price of $16.37 per pound and generated revenues of $6,062,000.
Details of the cost of uranium sales were as follows:
Three Months Ended
March 31,
---------------------------
1999 1998
----------- ----------
(In thousands)
Cost of purchased uranium $ -- $ 962
Royalties -- 224
Operating expenses 449 1,681
Provision for restoration and reclamation costs 20 263
Depreciation and depletion of uranium properties 23 2,204
----------- ----------
Total cost of uranium sales $ 492 $ 5,334
=========== ==========
The Company placed its South Texas production facilities on stand-by in
the first quarter of 1999 but continued to maintain nominal production. Total
production of 68,000 pounds during the quarter compared to 227,000 pounds of
production in the three months ended March 31, 1998. Certain production related
activities have continued because the incremental cash costs (costs incurred in
addition to those required to maintain the projects while in a stand-by mode)
has been below the costs uranium could be purchased in the spot market. The
average per pound production cost for the first quarter of 1999 was $12.68
compared to the corresponding period of 1998 of $15.87 per pound. Excluded from
the 1999 production costs were approximately $273,000 of stand-by related costs.
The incremental cash cost of production in the first quarter was approximately
$8.90 per pound.
Operating expenses in the first quarter of 1999 resulted from a lower
of cost or market adjustment applied to the Company's inventory at March 31,
1999. The carrying value of its inventory at March 31, 1999 was $13.01.
Operating expenses attributable directly to the sale of Kingsville Dome and
Rosita produced pounds totaled $1,681,000 ($6.03 per pound) in the first quarter
ended March 31, 1998.
The provision for restoration and reclamation in the first three months
ended March 31, 1999 was $20,000, this compared to $263,000 ($0.94 per pound)
for production sold during 1998.
10
<PAGE> 11
The depreciation and depletion provision in the quarter ended March 31,
1999 was $23,000, this compared to $2,204,000 ($7.91 per pound) for Rosita and
Kingsville Dome production sold in the first quarter of 1998.
The Company did not incur any royalty expenses in the first quarter of
1999 compared to royalty expenses in the first three months of 1998 of $213,000.
The average cost of uranium purchases made in the first quarter of 1998
was $10.50. Total deliveries in the first three months of 1998 consisted of
279,000 produced pounds at an average cost per pound of $14.88 and 100,000
purchased pounds at a cost of $10.50 per pound.
Corporate expenses consisting of general and administrative ("G&A")
expenses decreased to $498,000 in the first quarter of 1999 from $595,000 in the
first quarter of 1998. This reduction resulted primarily from the implementation
of the Company's cost reduction program which began in the fourth quarter of
1998 and will continue throughout 1999.
YEAR 2000 READINESS
The Company currently utilizes computer software in the management of
its operations and in accounting for its operating results that could be
affected by the date change in the year 2000 (the "Y2K issue"). All critical
information technology software and systems utilized by the Company has been
purchased from and are supported by third party vendors. The Company has
conducted a review of the potential impact of the year 2000 on such systems, and
believes that it will not encounter significant operational or financial costs
related to compliance with this issue.
The Y2K issue also involves the impact of the date change in the year
2000 on machines and process controls which may utilize embedded technology as a
part of their components. The Company relies on certain non-information
technology systems such as telephones, facsimile machines, and other equipment
which may have embedded technology such as microprocessors, which may or may not
be year 2000 compliant. The assessment of this technology is outside of the
Company's control and such technology could adversely affect the Company's
ability to conduct business. Management believes any such disruption is not
likely to have a significant effect on the Company's financial position or
operations.
The Company may also be impacted by the Y2K issues of certain of the
Company's third-party suppliers and its customers. The third-party suppliers,
vendors, and customers area is currently in the assessment phase. Formal
communications have been initiated with the Company's vendors, customers and
others with whom the Company has significant business relationships. The Company
continues to evaluate responses and make additional inquiries as needed. As the
Company is in the process of collecting this information from third parties,
management cannot currently determine whether third party compliance issues will
materially affect its operations. However, the Company is not currently aware of
any third party issues that would cause a significant business disruption.
Management anticipates a complete evaluation to conclude in the third quarter of
1999.
11
<PAGE> 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.
(a) Exhibits
See the Index to Exhibits on page E-1 for a listing of the
exhibits that are filed as part of this Quarterly Report.
(b) Reports on form 8-K
The Company filed a Current Report on Form 8-K on
January 20, 1999 reporting under Item 5 that it had
relinquished its rights to the South Texas Alta Mesa uranium
in-situ leach deposit. The date of the Report was December 16,
1998.
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: May 14, 1999 By: /s/ PAUL K. WILLMOTT
----------------------------
Paul K. Willmott
Director, President and
Chief Executive Officer
Dated: May 14, 1999 By: /s/ THOMAS H. EHRLICH
-----------------------------
Thomas H. Ehrlich
Vice President - Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
3.1* Restated Certificate of Incorporation of the Company, as amended (filed with
the Company's Annual Report on Form 10-K dated March 27, 1997).
3.2* Restated Bylaws of the Company (filed with the Company's Form S-3
Registration No. 333-17875 on December 16, 1996).
4.1* Registration Rights Agreement dated March 25, 1997 between the Company and
Santa Fe Pacific Gold Corporation (filed with the Company's Annual Report on
Form 10-K dated March 27, 1997).
10.1* Amended and Restated Directors Stock Option Plan (filed with the Company's
Form S-8 Registration No. 333-00349 on January 22, 1996).
10.2* Amended and Restated Employee's Stock Option Plan (filed with the Company's
Form S-8 Registration No. 333-00403 on January 22, 1996).
10.3* 1995 Stock Incentive Plan (filed with the Company's Form S-8 Registration No.
333-00405 on January 22, 1996).
10.4* Non-Qualified Stock Option Agreement dated August 16, 1995, between the
Company and Leland O. Erdahl (filed with the Company's Annual Report on Form
10-K dated March 27, 1996).
10.5* Non-Qualified Stock Option Agreement dated May 25, 1995, between the Company
and George R. Ireland (filed with the Company's Annual Report on Form 10-K
dated March 27, 1996).
10.6* Non-Qualified Stock Option Agreement dated May 25, 1995, between the Company
and James B. Tompkins (filed with the Company's Annual Report on Form 10-K
dated March 27, 1996).
10.7* Stock Option Agreement dated March 6, 1995 between the Company and James P.
Congleton, as amended on May 25, 1995 (filed with the Company's Annual Report
on Form 10-K dated March 27, 1996).
10.8* Warrant to Purchase Common Stock dated May 25, 1995, between the Company and
Grant Bettingen, Inc. (filed with the Company's Annual Report on Form 10-K
dated March 27, 1996).
10.9* Non-Qualified Stock Option Agreement dated July 31, 1995, between the Company
and Wallace M. Mays (filed with the Company's Form S-8 Registration Statement
No. 33-64481 on November 21, 1995).
10.10* Contract for the Purchase of Natural Uranium Concentrates (U3O8) dated April
5, 1994 between Uranium Resources, Inc., URI, Inc. and Pacific Gas & Electric
Company (filed with the Company's Annual Report on Form 10-K for the year
ended December 31, 1994).(1)
</TABLE>
E-1
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.11* Agreement for the Sale of Uranium Concentrates dated as of August 23, 1990
between OES Fuel, Incorporated, Uranium Resources, Inc. and URI, Inc. (filed
with Post-Effective Amendment No. 3 to the Company's Form S-1 Registration
Statement as filed with the Securities and Exchange Commission on December 7,
1990).(1)
10.12* Summary of Supplemental Health Care Plan (filed with Amendment No. 1 to the
Company's Form S-1 Registration Statement (File No. 33-32754) as filed with
the Securities and Exchange Commission on February 20, 1990).
10.13* Note and Warrant Purchase Agreement entered into May 25, 1995 by and among
Lindner Investments, Lindner Dividend Fund and the Company (filed with the
Company's Current Report on Form 8-K dated May 25, 1995).
10.14* Loan Agreement entered into June 18, 1996 by and between Lindner Dividend
Fund and the Company (filed with the Company's Annual Report on Form 10-K
dated March 27, 1997).
10.15* Uranium Concentrates Sales Agreement dated August 21, 1996 by and between the
Company and Commonwealth Edison Company (filed with the Company's Quarterly
Report on Form 10-Q/A-2 for the quarter ended September 30, 1996).(1)
10.16* Agreement of Santa Fe Pacific Gold Corporation as Uranco, Inc. Shareholder
with the Company and Guarantee of the Company dated as of March 25, 1997
(filed with the Company's Annual Report on Form 10-K dated March 27,
1997).(1)
10.17* Stock Exchange Agreement and Plan of Reorganization dated as of March 25,
1997 (filed with the Company's Annual Report on Form 10-K dated March 27,
1997).
10.18* License to Explore and Option to Purchase dated March 21, 1997 between Santa
Fe Pacific Gold Corporation and Uranco, Inc. (filed with the Company's Annual
Report on Form 10-K dated March 27, 1997).(1)
10.19* Amendment #1 to Nonqualified Stock Option Agreement dated November 17, 1997
between the Company and Leland O. Erdahl (filed with the Company's Annual
Report on Form 10-K dated March 27, 1998).
10.20* Amendment #1 to Nonqualified Stock Option Agreement dated November 17, 1997
between the Company and George R. Ireland (filed with the Company's Annual
Report on Form 10-K dated March 27, 1998).
10.21* Amendment #1 to Nonqualified Stock Option Agreement dated November 17, 1997
between the Company and James B. Tompkins (filed with the Company's Annual
Report on Form 10-K dated March 27, 1998).
10.22* Compensation Agreement dated June 2, 1997 between the Company and Paul K.
Willmott (filed with the Company's Annual Report on Form 10-K dated March 27,
1998).
</TABLE>
E-2
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.23* Compensation Agreement dated June 2, 1997 between the Company and Richard F.
Clement, Jr. (filed with the Company's Annual Report on Form 10-K dated March
27, 1998).
10.24* Compensation Agreement dated June 2, 1997 between the Company and Joe H. Card
(filed with the Company's Annual Report on Form 10-K dated March 27, 1998).
10.25* Compensation Agreement dated June 2, 1997 between the Company and Richard A.
Van Horn (filed with the Company's Annual Report on Form 10-K dated March 27,
1998).
10.26* Compensation Agreement dated June 2, 1997 between the Company and Thomas H.
Ehrlich (filed with the Company's Annual Report on Form 10-K dated March 27,
1998).
10.27* Compensation Agreement dated June 2, 1997 between the Company and Mark S.
Pelizza (filed with the Company's Annual Report on Form 10-K dated March 27,
1998).
10.28* Note and Warrant Exchange Agreement dated March 23, 1998 between the Company
and Lindner Investments (filed with the Company's Annual Report on Form 10-K
dated March 27, 1998).
10.29* 6.5% Secured Convertible Note for $1,500,000 dated March 23, 1998 between the
Company and Lindner Investments (filed with the Company's Annual Report on
Form 10-K dated March 27, 1998).
10.30* 6.5% Secured Convertible Note for $4,500,000 dated March 23, 1998 between the
Company and Lindner Investments (filed with the Company's Annual Report on
Form 10-K dated March 27, 1998).
10.31* Warrant to Purchase Common Stock for 625,000 shares dated March 23, 1998
between the Company and Lindner Investments (filed with the Company's Annual
Report on Form 10-K dated March 27, 1998).
10.32* Warrant to Purchase Common Stock for 325,000 shares dated March 23, 1998
between the Company and Lindner Investments (filed with the Company's Annual
Report on Form 10-K dated March 27, 1998).
10.33* Uranium Resources, Inc. 1999 Deferred Compensation Plan.
27.1 Financial Schedule.
</TABLE>
*Incorporated by reference pursuant to Rule 12b-32 under the Securities
and Exchange Act of 1934, as amended.
(1)Certain provisions have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for
confidential treatment.
E-3
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 669,707
<SECURITIES> 585,055
<RECEIVABLES> 7,202
<ALLOWANCES> 0
<INVENTORY> 1,669,859
<CURRENT-ASSETS> 3,317,453
<PP&E> 99,277,895
<DEPRECIATION> (59,266,429)
<TOTAL-ASSETS> 46,399,921
<CURRENT-LIABILITIES> 2,421,295
<BONDS> 6,234,173
0
0
<COMMON> 12,205
<OTHER-SE> 32,534,448
<TOTAL-LIABILITY-AND-EQUITY> 46,399,921
<SALES> 1,512
<TOTAL-REVENUES> 1,512
<CGS> 492,191
<TOTAL-COSTS> 990,218
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39,935
<INCOME-PRETAX> (983,879)
<INCOME-TAX> (198,000)
<INCOME-CONTINUING> (785,879)
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<NET-INCOME> (785,879)
<EPS-PRIMARY> (0.07)
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