WESTWATER RESOURCES, INC. - Quarter Report: 2013 June (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

For the quarterly period ended June 30, 2013

 

Or

 

 

For the transition period from to

 

Commission file number 001-33404

 

URANIUM RESOURCES, INC.

(Exact Name of Issuer as Specified in Its Charter)

 

 

6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112

(Address of Principal Executive Offices, Including Zip Code)

 

(303) 531-0470

(Issuer’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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). Yes o No x

 

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

 

Table of Contents

 

URANIUM RESOURCES, INC.

2012 SECOND QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

PART I—FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets- June 30, 2013 and December 31, 2012 (Unaudited)	3
		Condensed Consolidated Statements of Operations—three and six months ended June 30, 2013 and 2012 (Unaudited)	5
		Condensed Consolidated Statements of Cash Flows—six months ended June 30, 2013 and 2012 (Unaudited)	6
		Notes to Condensed Consolidated Financial Statements—June 30, 2013 (Unaudited)	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
	Item 4.	Controls and Procedures	17
PART II—OTHER INFORMATION			18
	Item 1.	Legal Proceedings	18
	Item 1A.	Risk Factors	18
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 3.	Defaults Upon Senior Securities	18
	Item 4.	Mine Safety Disclosure	18
	Item 5.	Other Information	18
	Item 6.	Exhibits	18
SIGNATURES			19
Index to Exhibits			E-1

 

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PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

(Unaudited)

 

		June 30, 2013			December 31, 2012
Current assets:
Cash and cash equivalents		$	5,325,813		$	4,664,596
Receivables, net		5,925			276,801
Prepaid and other current assets		395,654			431,427
Total current assets		5,727,392			5,372,824
Property, plant and equipment, at cost:
Uranium properties		108,232,478			107,672,404
Other property, plant and equipment		1,333,861			1,360,598
Less-accumulated depreciation, depletion and impairment		(65,466,430		)	(65,318,921		)
Net property, plant and equipment		44,099,909			43,714,081
Long-term investment:
Certificates of deposit, restricted		4,010,292			9,491,865
		$	53,837,593		$	58,578,770

 

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

 

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URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

LIABILITIES AND SHAREHOLDERS’ EQUITY

(Unaudited)

 

		June 30, 2013			December 31, 2012
Current liabilities:
Accounts payable		$	764,448		$	1,331,888
Note payable		—			5,000,000
Current portion of asset retirement obligations		887,257			1,160,378
Royalties and commissions payable		665,745			665,745
Accrued interest and other accrued liabilities		748,787			859,981
Current portion of capital leases		40,431			112,140
Total current liabilities		3,106,668			9,130,132
Asset retirement obligations		3,455,798			3,337,679
Other long-term deferred credits		500,000			500,000
Long-term capital leases, less current portion		8,847			17,582
Long-term debt		450,000			450,000
Total liabilities		7,521,313			13,435,393
Commitments and contingencies (Note 9)
Shareholders’ equity:
Common stock, $.001 par value, shares authorized: 200,000,000; shares issued and outstanding (net of treasury shares): 2013—20,020,258; 2012—16,150,163		20,024			16,154
Paid-in capital		216,504,760			207,338,549
Accumulated deficit		(170,199,086		)	(162,201,908		)
Less: Treasury stock (3,813 shares), at cost		(9,418		)	(9,418		)
Total shareholders’ equity		46,316,280			45,143,377
		$	53,837,593		$	58,578,770

 

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

 

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URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2013			2012			2013			2012
Revenues:
Uranium sales		$	—		$	—		$	—		$	—
Total revenue		—			—			—			—
Costs and expenses:
Cost of uranium sales:
Operating expenses		630,907			923,429			1,318,124			1,143,837
Accretion/amortization of asset retirement obligations		97,435			23,624			194,870			46,743
Depreciation and depletion		73,919			110,996			149,818			227,318
Impairment of uranium properties		400,226			482,849			679,655			751,772
Exploration expenses and land maintenance costs		652,455			30,744			751,360			57,459
Total cost of uranium sales		1,854,942			1,571,642			3,093,827			2,227,129
Loss from operations before corporate expenses		(1,854,942		)	(1,571,642		)	(3,093,827		)	(2,227,129		)
Corporate expenses:
General and administrative		1,939,882			2,183,553			4,575,118			5,196,689
Depreciation		37,163			31,956			83,142			63,840
Total corporate expenses		1,977,045			2,215,509			4,658,260			5,260,529
Loss from operations		(3,831,987		)	(3,787,151		)	(7,752,087		)	(7,487,658		)
Other income (expense):
Interest expense		(9,908		)	(3,121		)	(249,626		)	(6,668		)
Interest and other income (expense), net		(4,691		)	129,593			4,535			227,177
Net loss		$	(3,846,586	)	$	(3,660,679	)	$	(7,997,178	)	$	(7,267,149	)
Basic and diluted net loss per common share		$	(0.19	)	$	(0.30	)	$	(0.43	)	$	(0.70	)
Average weighted shares outstanding		19,879,847			10,626,011			18,580,078			10,215,350

 

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

 

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URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Six Months Ended June 30,
		2013			2012
Operating activities:
Net loss		$	(7,997,178	)	$	(7,267,149	)
Reconciliation of net loss to cash used in operations—
Accretion/amortization of asset retirement obligations		194,870			46,743
Depreciation and depletion		232,960			291,158
Impairment of uranium properties		679,655			751,772
Decrease in restoration and reclamation accrual		(933,897		)	(879,269		)
Stock compensation expense		183,316			311,797
Other non-cash items, net		73,795			609
Effect of changes in operating working capital items—
(Increase) decrease in receivables		270,876			(83,354		)
Decrease in prepaid and other current assets		35,773			46,242
Increase (decrease) in payables, accrued liabilities and deferred credits		(291,301		)	1,672,138
Net cash used in operating activities		(7,551,131		)	(5,109,313		)
Cash flows from investing activities:
(Increase) decrease in certificates of deposit, restricted		5,481,573			(46,715		)
Increase in notes receivable		—			(3,156,765		)
Additions to uranium properties		(788,213		)	(3,155,448		)
Net cash provided by (used in) investing activities		4,693,360			(6,358,928		)
Cash flows from financing activities:
Payments on borrowings		(80,444		)	(31,702		)
Issuance of common stock, net		3,599,432			11,434,055
Net cash provided by financing activities		3,518,988			11,402,353
Net increase (decrease) in cash and cash equivalents		661,217			(65,888		)
Cash and cash equivalents, beginning of period		4,664,596			2,890,263
Cash and cash equivalents, end of period		$	5,325,813		$	2,824,375
Non-cash transactions:
Issuance of common stock for short-term loan principal and interest payments		$	5,095,833		—
Issuance of common stock for services		$	291,500		—
Issuance of restricted stock to employees and directors		$	247		$	341
Capital lease obligations		$	—		$	24,931

 

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

 

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Uranium Resources, Inc.

Notes to Condensed Consolidated Financial Statements June 30, 2013 (Unaudited)

 

1. DESCRIPTION OF BUSINESS

 

Uranium Resources, Inc. (URI) is a uranium exploration, development and production company. We were organized in 1977 to acquire and develop uranium mines in South Texas using the in-situ recovery mining process (ISR). URI has historically produced uranium by ISR methods in the State of Texas where the Company currently has ISR mining projects, including two licensed processing facilities. We also have mineral holdings in New Mexico and a NRC license to produce up to 3 million pounds per annum of uranium on certain of its New Mexico projects. The Company acquired these properties over the past 20 years along with an extensive information database of historic mining logs and analysis. None of URI’s properties are currently in production.

 

2. BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in the Company’s 2012 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 six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2013.

 

3.  LIQUIDITY

 

The Company had negative cash flow from operations of $7.6 million for the six months ended June 30, 2013. Our cash position was $5.3 million at June 30, 2013 and $4.25 million at July 31, 2013. The Company is not currently commercially producing uranium and, as such, does not anticipate generating any significant sales revenues in 2013.

 

In March 2013, the Company completed a Shareholder Rights Offering (“Rights Offering”) whereby the Company received $3.6 million in cash, net of expenses and $5.0 million was used to repay the short term financing from Resource Capital Fund V L.P. (“RCF”).

 

In February 2013, the Company secured a new source to satisfy its financial surety obligations for the Texas regulatory agencies. Previously, the Company had met its financial surety obligations through a combination of bank issued letters of credit (the “L/Cs”) and bonds issued for the benefit of the Company. These financial surety arrangements required the Company to fully collateralize the face amount of the L/C’s and the bonds with short term investment vehicles. This requirement resulted in the Company posting $9.3 million in cash that was restricted for the purpose of collateralizing these obligations. The Company’s new financial surety arrangements are provided by Lexon Insurance Company (“Lexon”) in the form of bonds issued for the benefit of the Company. The amount of the bonds written by Lexon total approximately $9.0 million and the collateral requirements of these bonds requires the Company to maintain 40% of the value of the bonds in the form of restricted cash. This change in collateral requirement occurred in April 2013 and reduced the amount of restricted cash required by the Company to $3.6 million and resulted in a corresponding increase in cash to the Company of $5.4 million.

 

In the fourth quarter of 2011, the Company entered into an At-The-Market Sales Agreement with BTIG, LLC, allowing it to sell from time to time, its common shares having an aggregate offering price of up to $15.0 million, through an “at-the-market” equity offering program (“ATM Sales Agreement”). The Company did not make any sales under the ATM Sales Agreement in the second quarter of 2013 and has a total of $9.0 million available for future sales under the ATM Sales Agreement.

 

The Company expects that its existing cash and funding available under the ATM Sales Agreement will provide it the necessary liquidity moving forward for 2013. Additional funding available under the ATM Sales Agreement is subject to market conditions. In the event funds are not available, we may be required to change our planned business strategies.

 

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4. PROPERTY, PLANT AND EQUIPMENT

 

		Property, Plant and Equipment Balances (net) at
		6/30/2013			12/31/2012
Uranium plant		$	10,859,000		$	10,913,000
Permits and licenses		4,199,000			3,902,000
Mineral rights		4,250,000			3,873,000
Value beyond proven and probable reserves (VBPP)		20,274,000			20,274,000
Evaluation and delineation		2,460,000			2,460,000
Vehicles/depreciable equipment		1,273,000			1,435,000
Well field development		153,000			153,000
Other uranium properties		232,000			246,000
Other property, plant and equipment		400,000			458,000
Total		$	44,100,000		$	43,714,000

 

Impairment of Uranium Properties

 

At June 30, 2013 and 2012, the carrying value of the project assets at each of our South Texas production locations exceeded their fair value as a result of a decline in the market price of uranium and an increase in the estimated costs for each of our South Texas projects.

 

Such determination resulted in an impairment provision of approximately $680,000 and $752,000 for the first six months of 2013 and 2012, respectively. The impairment provision for the first six months of 2013 and 2012 respectively, was $394,000 and $321,000 related to Kingsville Dome, $276,000 and $401,000 related to Vasquez, and $10,000 and $30,000 related to for Rosita.

 

The net carrying values of the Kingsville Dome, Rosita and Vasquez projects are approximately $5.4 million, $4.9 million and $405,000 at June 30, 2013.

 

5. SHAREHOLDERS’ EQUITY

 

Reverse Stock Split

 

Immediately following the close of trading on January 22, 2013, the Company completed a 1 for 10 reverse stock split for its common stock. With the reverse stock split, every ten shares of the Company’s issued and outstanding common stock were combined into one issued and outstanding share of common stock. The reverse stock split had no effect on the par value of the shares or the authorized number of shares of the Company. The reverse split reduced the number of URI’s outstanding common stock from approximately 161.1 million shares to approximately 16.1 million shares. All share data herein has been retroactively adjusted for the reverse stock split as of December 31, 2012.

 

The following table details the changes in shareholders’ equity for the six months ended June 30, 2013:

 

		Common Stock					Paid-In			Accumulated			Treasury
		Shares		Amount			Capital			Deficit			Stock
Balances, December 31, 2012		16,150,163		$	16,154		$	207,338,549		$	(162,201,908	)	$	(9,418	)
Net loss		—		—			—			(7,997,178		)	—
Stock compensation expense		—		—			183,316			—			—
Common stock issued — payment of loan principal and interest		1,992,127		1,992			5,093,841			—			—
Common stock issued — shareholder rights offering		1,547,843		1,548			3,597,884			—			—
Common stock issued for services		83,200		83			291,417			—			—
Restricted stock issuance		246,925		247			(247		)	—			—
Balances, June 30, 2013		20,020,258		$	20,024		$	216,504,760		$	(170,199,086	)	$	(9,418	)

 

See Note 6 — Stock Based Compensation for further discussion of stock compensation expense and restricted stock issuance.

 

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Equity Infusion—Shareholder Rights Offering

 

In March 2013, the Company completed the Rights Offering, whereby each URI shareholder and warrant holder received one non-transferrable subscription right for each share of common stock owned or subject to a warrant as of 5:00pm ET on January 28, 2013. Every subscription right entitled the holder to purchase 0.3119 of a share of common stock of URI at a price of $2.55 per whole share.

 

Under the Rights Offering, the Company raised $3.6 million in cash, net of expenses and $5.0 million was used to repay the short term financing from RCF, whereby RCF was issued 1.96 million shares of the Company’s common stock. Also in connection with the RCF loan facility, the Company issued 31,343 shares of common stock in 2013 to pay fourth quarter 2012 and first quarter 2013 interest accrued on the loan of $16,667 and $79,167, respectively.

 

6. STOCK BASED COMPENSATION

 

Our stock based compensation programs consist of stock option and restricted stock grants made to employees and directors.

 

2013 Omnibus Incentive Plan

 

In June 2013, the Company’s stockholders and Board approved the 2013 Omnibus Incentive Plan (“2013 OIP”) that governs all future awards of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards, and cash bonus awards. A total of approximately 1 million shares are available to be issued under the 2013 OIP.

 

Stock Compensation Expense

 

Stock compensation expense for the six months ended June 30, 2013 and 2012 was $183,000 and $312,000, respectively. Stock compensation expense is recorded as a component of general and administrative expenses for each period. The Company did not recognize a tax benefit from the stock compensation expense because the Company considers it is more likely than not that the related deferred tax assets, which have been reduced by a full valuation allowance, will not be realized.

 

On January 16, 2013, the Company granted 5,000 stock options to a newly appointed non-employee director of the Company to purchase shares of the Company’s common stock.

 

On March 12, 2013, the Company granted 25,000 restricted shares of the Company’s common stock to the new President and Chief Executive Officer, subject to service and performance vesting criteria over a three-year period. The weighted average fair value for this issuance was $2.73. The Company recognized stock compensation expense of $7,000.

 

On March 12, 2013, the Company also granted to the new President and Chief Executive Officer 55,000 stock options to purchase common stock of the Company, subject to service and performance vesting criteria over a three-year period. The weighted average fair value for this issuance was $1.98. The Company recognized stock compensation expense of $11,000.

 

On March 12, 2013, the Company granted 25,000 restricted shares of the Company’s common stock to a former executive of the Company in connection with a separation agreement signed with the executive. The Company recognized stock compensation expense for the restricted share grants of $43,000 in the first half of 2013 in connection with this issuance. In addition, the Company extended the exercise period for certain previously issued stock options for this former executive and recognized stock compensation expense for this modification of $134,000 in the first half of 2013.

 

On June 4, 2013, the Compensation Committee approved a grant of 100,000 shares of restricted stock units under the 2013 OIP to the President and Chief Executive Officer, subject to specific vesting criteria over a three-year period. The weighted average fair value for this issuance was $2.83. The Company recognized stock compensation expense of $6,000 in connection with this issuance.

 

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On June 4, 2013, the Board also approved a grant of a total of 100,000 restricted stock units under the 2013 OIP to the Company’s non-employee Directors, subject to specific vesting criteria over a three-year period. The weighted average fair value for this issuance was $2.83. The Company recognized stock compensation expense of $7,000 in connection with this issuance.

 

The fair value of stock options and restricted shares granted to employees and directors was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the period:

 

Risk free rate		2.16% - 1.40%
Expected life		5.7 — 7.8 years
Expected volatility		84% - 89%
Expected dividend yield		0.0%

 

The total estimated unrecognized compensation cost from the unvested stock options and restricted grants at June 30, 2013 was approximately $904,000, which is expected to be recognized over the weighted average vesting period of the individual grants which range from 1-3 years.

 

Stock Options for the Six Months Ended June 30, 2013

 

The following table summarizes stock options outstanding and changes during the six month period ended June 30, 2013:

 

		Outstanding Options
		Number of Shares		Weighted Average Exercise Price			Weighted Average Remaining Contractual Term —in years		Aggregate Intrinsic Value
Options outstanding at January 1, 2013		317,270		$	24.62
Granted		60,000		2.85
Exercised		—		—
Canceled or forfeited		72,791		25.90
Options outstanding at June 30, 2013		304,479		$	20.02		4.31		$	—
Options exercisable at June 30, 2013		226,980		$	25.57		2.51		$	—

 

Shares available for grant under the Company’s stock option plans as of June 30, 2013 were 987,914.

 

Stock options outstanding and currently exercisable at June 30, 2013 are as follows:

 

		Options Outstanding							Options Exercisable
Stock Option Plan		Number of Options Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise price			Number of Options Exercisable		Weighted Average Exercise Price
				(in years)
1995 Stock Incentive Plan		145,906		1.1		$	13.46		145,906		$	13.46
2004 Stock Incentive Plan		85,241		8.0		13.92			29,408		34.74
2004 Directors’ Plan		73,332		6.4		40.19			51,666		54.57
		304,479		4.3		$	20.02		226,980		$	25.57

 

7. ASSET RETIREMENT OBLIGATIONS

 

The following table shows the change in the balance of the restoration and reclamation liability during the six months ended June 30, 2013:

 

Reserve for future restoration and reclamation costs, beginning of year		$	4,498,057
Additions and changes in cash flow estimates		584,025
Costs incurred		(933,897		)
Accretion expense		194,870
Reserve for future restoration and reclamation costs, end of period		$	4,343,055

 

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8. EARNINGS PER SHARE

 

The basic earnings per share calculation includes no dilution and is computed by dividing income or loss attributed to common stockholders by the weighted-average number of common shares outstanding for the period. The diluted earnings per share reflects the potential dilution that could occur if stock options and warrants were exercised or converted into common stock. Potentially dilutive shares of 451,764 were excluded from the calculation of earnings per share because they were anti-dilutive due to our net loss position for the six months ended June 30, 2013.

 

9. COMMITMENTS AND CONTINGENCIES

 

In July 2013, the Company amended its uranium supply contract with Itochu Corporation (“Itochu”) to include a new sales pricing structure, new delivery dates and quantity levels. Pursuant to the amended agreement, Itochu would purchase one-half of all production from the Company’s Vasquez, Rosita or Kingsville properties up to three million pounds of U3O8. Any new production outside of those areas is not subject to the agreement. The purchase price will be based on published market prices at the time of delivery subject to a five percent discount when the market price is $56.50 per pound of U3O8 or less, or seven percent when greater than $56.50 per pound.

 

The Company’s mining operations are subject to federal and state regulations for the protection of the environment, including water quality. These laws are constantly changing and generally becoming more restrictive. The ongoing costs of complying with such regulations have not been significant to the Company’s annual operating costs. Future mine closure and reclamation costs are provided for as each pound of uranium is produced on a unit-of-production basis. The Company reviews its reclamation obligations each year and determines the appropriate unit charge. The Company also evaluates the status of current environmental laws and their potential impact on their accrual for costs. The Company believes its operations are in compliance with current environmental regulations.

 

The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management believes it has meritorious defenses in all such proceedings and is not aware of any material adverse effect on the Company’s financial condition or results of operations from such proceedings.

 

Registration Statement

 

In connection with our May 2008 private placement and the March 2012 investment agreement with RCF, the Company executed a registration rights agreement pursuant to which the shares issued in the private placement and under the investment agreement were registered. The registration rights agreement provides for penalties in the event the registration statement fails to remain effective. At June 30, 2013, the Company’s registration statements were and remain effective.

 

Compensation Agreements

 

The Company has entered into Compensation Agreements with the certain of the Executive Officers of the Company, that provide that, in the event of a change in control, such officers will have certain rights and benefits for a period of twenty-four months following such change in control. The Compensation Agreements provide that the executive’s base salary payments shall be made on a monthly basis for the duration of the term and any incentive payments shall be paid annually until the obligation to make such payments expires.

 

In March 2013, the Company entered into a Compensation Agreement with the Company’s new President and Chief Executive Officer with a one-year term. In the event his employment is terminated following a change in control, he would be entitled to two year’s base salary payable in a lump sum within 30 days after his termination date. In the event the Company terminates the Compensation Agreement during its term, other than for cause or elects not to renew the Compensation Agreement at the conclusion of its term, he would be entitled to one year’s base salary payable in a lump sum within 30 days after his termination date.

 

In June 2013, the Company entered into a Compensation Agreement with the Company’s new Vice President — Finance and Chief Financial Officer with a one-year term.  In the event his employment is terminated following a change in control, he would be entitled to one year’s base salary payable in a lump sum within 30 days after his termination date. In the event the Company terminates the Compensation Agreement during its term, other than for cause or elects not to renew the Compensation Agreement at the conclusion of its terms, he would be entitled to six month’s base salary payable in a lump sum within 30 days after his termination date.

 

10. SUBSEQUENT EVENT

 

On August 2, 2013, Thomas H. Ehrlich, the Company’s former chief financial officer, filed a complaint against the Company in the District Court of Denton County, Texas, Cause No. 2013-61011-393. The complaint alleges that the Company breached a compensation agreement between the Company and Mr. Ehrlich that provided for certain payments to Mr. Ehrlich upon certain change in control events. While the Company is still evaluating the complaint and cannot estimate the timing or estimated amount, if any, associated with the outcome, the Company does not believe it will have a material adverse impact on the Company’s financial position, results of operations or liquidity. The Company intends to vigorously defend any assertions related to the above lawsuit.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward Looking Statements

 

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and any financial data incorporated herein by reference to the Company’s reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Forward-looking statements convey our current expectations or forecasts of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

This Item 2 contains “forward looking statements.” These statements include, without limitation, statements relating to liquidity, financing of operations, continued volatility of uranium prices and other matters. The words “believes,” “expects,” “projects,” “targets,” “estimates” or similar expressions identify forward-looking statements. We do 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 our disclosures and the risks set forth herein and in the Company’s 2012 Annual Report on Form 10-K under the caption “Risk Factors.”

 

General

 

The Company’s vision is to be a leading U.S. uranium developer and producer. Our strategy is to create wealth for shareholders by advancing our projects in a way which both conserves cash and best positions us to return to production when uranium markets improve. In Texas, our focus is to add quality reserves within an economic distance of each licensed ISR processing facility through exploration activities and/or through value accretive acquisitions. In New Mexico, we will continue to progress the Churchrock Section 8 ISR project and also assess the potential of our significant resource base for the development of larger scale projects on a standalone basis or with partners.

 

We have 206,600 acres of mineral holdings with 144.8 million pounds U3O8 of in-place mineralized uranium material in New Mexico and a NRC license to produce up to 3 million pounds per annum of uranium on certain of our New Mexico projects. The Company acquired these properties over the past 20 years along with an extensive information database of historic mining logs and analysis. None of URI’s properties are currently in production.

 

Financial Condition and Results of Operations

 

Comparison of Three and Six Months Ended June 30, 2013 and 2012

 

Uranium Sales

 

During the first half of 2013 and 2012, we had no uranium sales.

 

Cost of Uranium Sales

 

The costs incurred in the first half of 2013 and 2012 for operations and depreciation/depletion resulted from stand-by, maintenance and monitoring activities at our Rosita, Kingsville Dome, and Vasquez projects. Our total cost of uranium sales is comprised of production costs, including operating expenses, depreciation and depletion expenses, and also includes amortization of our restoration and reclamation cost estimates, exploration costs incurred during the period and impairment provisions for uranium properties.

 

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The following table details our cost of uranium sales breakdown for the three and six months ended June 30, 2013 and 2012:

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2013			2012			2013			2012
Total pounds sold		—			—			—			—
Total operating expenses		$	631,000		$	923,000		$	1,318,000		$	1,144,000
Depreciation and depletion		74,000			111,000			150,000			227,000
Direct cost of sales		$	705,000		$	1,034,000		$	1,468,000		$	1,371,000

 

Operating Expenses

 

During the first half of 2013, we incurred total operating expenses of $1,318,000, of which $311,000 was connected with our South Texas projects and $1,007,000 with the Kingsville Dome pond recovery project. During the first half of 2012, we incurred operating expenses of $288,000 related to our South Texas projects and $856,000 in connection with the Kingsville Dome pond recovery project.

 

During the three-months ended June 30, 2013, we incurred total operating expenses of $631,000, of which $179,000 was connected with our South Texas projects and $452,000 with the Kingsville Dome pond recovery project. During the three-months ended June 30, 2012, we incurred operating expenses of $142,000 related to our South Texas projects and $781,000 in connection with the Kingsville Dome pond recovery project.

 

Depreciation and Depletion

 

During the first half of 2013 and 2012, we incurred depreciation and depletion expense related to our South Texas projects of $150,000 and $227,000, respectively. During the three-months ended June 30, 2013, we incurred depreciation and depletion expense related to our South Texas projects of $74,000, compared to $111,000 for the corresponding period in 2012. All such costs were from stand-by and/or care and maintenance activities.

 

Impairment of Uranium Properties

 

At June 30, 2013 and 2012, the carrying value of the project assets at each of our South Texas production locations exceeded their fair value as a result of an increase in the estimated costs for each of our South Texas projects. The increase in cost is due to a change in the estimate of future restoration and remediation costs for these projects, such change then capitalized in accordance with our accounting policy. Such determination resulted in an impairment provision of approximately $680,000 and $752,000 for the first six months of 2013 and 2012, respectively. The impairment provision for the first six months of 2013 and 2012, respectively, were $394,000 and $321,000 related to Kingsville Dome, $276,000 and $401,000 related to Vasquez and $10,000 and $30,000 for Rosita.

 

The impairment provision for the three-months ended June 30, 2013 was $400,000, compared to $483,000 for the corresponding period in 2012, respectively. The impairment provision, respectively, was $297,000 and $153,000 for Kingsville Dome, $98,000 and $314,000 for Vasquez, and $5,000 and $16,000 for Rosita.

 

Accretion and Amortization of Future Restoration Costs

 

During the first half of 2013 and 2012, the accretion and amortization of future restoration costs were $195,000 and $47,000, respectively.  This increase of $148,000 was primarily due to a modification in the interest rate used in the calculation.

 

During the three-months ended June 30, 2013, the accretion and amortization of future restoration costs was $97,000, compared to $24,000 for the corresponding period in 2012. This increase of $73,000 was primarily due to a modification in the interest rate used in the calculation.

 

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General and Administrative Charges

 

We incurred general and administrative charges, including corporate depreciation, of $4.7 million and $5.3 million in the first six months of 2013 and 2012, respectively.

 

During the three-months ended June 30, 2013, general and administrative charges, including corporate depreciation totaled $1,977,000, compared to $2,216,000 for the corresponding period in 2012.

 

Significant expenditures for general and administrative expenses for the three and six months ended June 30, 2013 and 2012 were:

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2013			2012			2013			2012
Stock compensation expense (benefit)		$	(62,000	)	$	119,000		$	183,000		$	312,000
Salaries and payroll burden		751,000			716,000			1,600,000			1,890,000
Legal, accounting, public company expenses		630,000			855,000			1,345,000			2,059,000
Insurance and bank fees		216,000			153,000			460,000			305,000
Consulting and professional services		123,000			110,000			454,000			236,000
Office, travel and other expenses		282,000			231,000			533,000			395,000
Total		$	1,940,000		$	2,184,000		$	4,575,000		$	5,197,000

 

During the first half of 2013 and 2012, non-cash stock compensation expense was $183,000 and $312,000, respectively. This decrease of $129,000 resulted primarily from the adjustment for stock option forfeitures. During the three-months ended June 30, 2013, non-cash stock compensation benefit was $62,000, as compared to non-cash stock compensation expense of $119,000 for the corresponding period in 2012.

 

Salaries and payroll burden decreased $290,000 in the first six months of 2013, as compared to the same period in 2012, due to a reduction in headcount and the consolidation of operations.  During the three-months ended June 30, 2013, salaries and payroll burden totaled $751,000, compared to $716,000 for the corresponding period in 2012.

 

The Company’s legal, accounting and public company expenses decreased by $714,000 in the first six months of 2013 as compared to the same period in 2012. The decrease resulted from a reduction in legal activities in 2013 related to merger activity for the Neutron Energy, Inc., litigation defense costs incurred in connection with the Kleberg County matter in the 2012 period, and substantial changes in the management and control of legal activities and charges for those legal activities performed by outside counsel for the Company. These reductions were offset by higher costs in 2013 incurred in connection with legal fees from the transactions conducted in connection with the Shareholder Rights Offering and for fees paid to the interim President/CEO during the quarter.  During the three-months ended June 30, 2013, legal, accounting and public company expenses totaled $630,000, compared to $855,000 for the corresponding period in 2012.

 

Consulting and professional service expenses increased by $218,000 for the first six months ended June 30, 2013, compared with 2012. This increase was the result of work performed in connection with the Company’s New Mexico UIC permit renewal, Churchrock Section 8 access and Churchrock Section 17 characterization activities. During the three-months ended June 30, 2013, consulting and professional service expenses totaled $123,000, compared to $110,000 for the corresponding period in 2012.

 

Insurance and bank fees increased in 2013, primarily because of an increase in general liability and umbrella insurance premiums due to the addition of the Neutron properties and payroll. Fees for bond premiums also increased in 2013, with the initiation of the bond program with Lexon Insurance in the first quarter of 2013, and the addition of Neutron properties. During the three-months ended June 30, 2013, insurance and bank fees totaled $216,000, compared to $153,000 for the corresponding period in 2012.

 

The increase in office, travel and other expenses from $395,000 for the first six month of 2012 to $533,000 in the 2013 period was due to added office rent and IT services costs incurred during the first three and six months of the year.  During the three-months ended June 30, 2013, office, travel and other expenses totaled $282,000, compared to $231,000 for the corresponding period in 2012.

 

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Net Losses

 

For the six months ended June 30, 2013 and 2012, we had net losses of $8 million and $7.3 million, respectively.

 

For the three months ended June 30, 2013 and 2012, we had net losses of $3.9 million and $3.7 million, respectively.

 

Cash Flow

 

At June 30, 2013, we had a cash balance of approximately $5.3 million, compared with $2.8 million at the same date in 2012.

 

In the first six months of 2013, we had cash used in operations of $7.6 million. Cash provided by investing activities was $4.7 million, the result of $5.5 million of restricted cash returned to the Company, less $788,000 in property additions. During the period, we had net cash generated from financing activities of $3.6 million, resulting from the $3.6 million in cash raised through the sale of the Company’s common stock in connection with the Shareholder Rights Offering that was completed in March 2013.

 

In the first six months of 2012, we had cash used in operations of $5.1 million. We used $6.4 million in investing activities during the first half of 2012 which was primarily from the funding of Neutron administrative and development activities in connection with the merger agreement provisions of $3.2 million and additions made to our South Texas and New Mexico property, plant and equipment of $3.2 million during the period. These expenditures were primarily for land and mineral lease payments and plant construction during the period.

 

Liquidity—Cash Sources and Uses for 2013

 

As of June 30, 2013, the Company had $5.3 million in cash.  As of July 31, 2013, the Company had a cash balance of $4.25 million. The Company is not currently conducting uranium production activities. The Company is not projecting significant sales revenue and related cash inflows for 2013. During 2013, the Company is expected to complete the process of refurbishing its Kingsville Dome holding ponds and expects to generate a certain amount of uranium bearing product as a by-product of this pond project activity. The Company is currently assessing the pond project uranium bearing product to determine the quantity and quality of yellowcake that may be available for sale this year.

 

Under the Rights Offering, the Company raised $3.6 million in cash, net of expenses and $5.0 million was used to repay the short-term financing from RCF.

 

In February 2013, the Company secured $9 million in new surety bonds for the benefit of the Texas Commission on Environmental Quality for remediation and reclamation activities at the Company’s South Texas projects. The collateral requirements for these new bonds require the Company to post 40% of the face amount of the bonds ($3.6 million) in cash collateral as a condition of their terms. These bonds replaced the existing $9.0 million of fully collateralized financial surety instruments that previously provided the financial surety requirements for the projects. As a result of the lower cash collateral requirement, $5.4 million of the Company’s restricted cash was released back to the Company in April 2013.

 

On October 28, 2011, the Company entered into an At-The-Market Sales Agreement with BTIG, LLC, allowing it to sell from time to time, its common shares having an aggregate offering price of up to $15.0 million, through an “at-the-market” equity offering program (“ATM Sales Agreement”). The Company did not utilize the ATM Sales Agreement in the first half of 2013. The Company has a total of $9.0 million available for future sales under the ATM Sales Agreement.

 

The Company expects that its existing cash balance and funding available under the ATM Sales Agreement will provide it the necessary liquidity for 2013. Additional funding under the ATM Sales Agreement is subject to market conditions. In the event funds are not available, we may be required to change our planned business strategies.

 

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Off Balance Sheet Arrangements

 

In February 2013, the Company secured $9 million in new surety bonds from Lexon Insurance Company (“Lexon”) for the benefit of the Texas Commission on Environmental Quality for remediation and reclamation activities at the Company’s South Texas projects. The collateral requirements for these new bonds require the Company to post 40% of the face amount of the bonds ($3.6 million) in cash collateral as a condition of their terms. These bonds replaced the existing $9.0 million of fully cash collateralized financial surety instruments that previously provided the financial surety requirements for the projects. In the event that Lexon is required to perform under its bonds or the bonds are called by the state agencies, the Company would be obligated to pay costs incurred by Lexon that exceeded the collateral amounts.

 

Critical Accounting Policies

 

Our significant accounting policies are described in Note 2 to the consolidated financial statements included in the Company’s 2012 Annual Report on Form 10-K. We believe our most critical accounting policies involve those requiring the use of significant estimates and assumptions in determining values or projecting future costs.  Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

 

Specifically regarding our uranium properties, significant estimates were utilized in determining the carrying value of these assets. These assets have been recorded at their estimated net realizable value for impairment purposes, which is less than our cost. The actual value realized from these assets may vary significantly from these estimates based upon market conditions, financing availability and other factors.  Future market conditions in particular can be difficult to predict and measure because of the impact of events that affect public acceptance of nuclear energy, the limited size of the market for the use of uranium, changes in the prices of alternative energy sources, development of new low-cost alternative energy sources and other factors.

 

Regarding our reserve for future restoration and reclamation costs, significant estimates were utilized in determining the future costs to complete the groundwater restoration and surface reclamation at our mine sites. Estimating future costs can be difficult and unpredictable because they are based principally on current legal and regulatory requirements and mine closure plans that may change materially.  The laws and regulations governing mine closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future restoration and reclamation costs are also subject to operational risks such as acceptance of treatment techniques or other operational changes.

 

Also, the calculation of reserves, other mineralized material and grading are estimates and depend upon geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which may prove to be unpredictable. There is a degree of uncertainty attributable to the calculation of reserves, mineralized material and corresponding grades. Until reserves and other mineralized materials are actually mined and processed, the quantity of ore and grades must be considered as an estimate only. In addition, the quantity of reserves and other mineralized materials and ore may vary depending on the price of uranium. Any material change in the quantity of reserves, other mineralized materials, mineralization or grade may affect the economic viability of our properties.

 

The accounts of the Company are maintained in United States dollars. All dollar amounts in the financial statements are stated in United States dollars except where indicated.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There has been no material change to the information reported under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings with the Securities and Exchange Commission (“SEC”) are recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management has recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating its controls and procedures.

 

During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2013.

 

Changes in Internal Controls

 

During the three months ended June 30, 2013 no material changes have been made in our internal control over financial reporting that may have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Litigation

 

On August 2, 2013, Thomas H. Ehrlich, the Company’s former chief financial officer, filed a complaint against the Company in the District Court of Denton County, Texas, Cause No. 2013-61011-393. The complaint alleges that the Company breached a compensation agreement between the Company and Mr. Ehrlich that provided for certain payments to Mr. Ehrlich upon certain change in control events. While the Company is still evaluating the complaint and cannot estimate the timing or estimated amount, if any, associated with the outcome, the Company does not believe it will have a material adverse impact on the Company’s financial position, results of operations or liquidity. The Company intends to vigorously defend any assertions related to the above lawsuit.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes from those risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2012.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the quarter ended June 30, 2013, no unregistered securities were sold.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. 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.

 

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SIGNATURES

 

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

 

	URANIUM RESOURCES, INC.
Dated: August 13, 2013	By:	/s/ Christopher Jones
		Christopher Jones
		President and Chief Executive Officer
Dated: August 13, 2013	By:	/s/ Jeffrey L. Vigil
		Jeffrey L. Vigil
		Vice President - Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Uranium Resources, Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2013).
10.2		Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 7, 2013).
10.3		Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 7, 2013).
10.4		Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 7, 2013).
10.5		Employment Agreement, effective June 14, 2013, between the Company and Jeffrey L. Vigil.
10.6		Separation Agreement and General Release dated June 6, 2013, between the Company and Mathew F. Lueras.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following financial information from the quarterly report on Form 10-Q of Uranium Resources, Inc. for the quarter ended June 30, 2013, formatted in XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements.

 

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