WESTERN CAPITAL RESOURCES, INC. - Annual Report: 2007 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
x |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
fiscal year ended December 31, 2007; or
o |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
transition period from __________ to __________
Commission
file number: 000-52015
URON
Inc.
(Exact
name of registrant as specified in its charter)
Minnesota
|
47-0848102
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
2201
West Broadway, Suite 100
Council
Bluffs, Iowa
|
51501
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant’s
telephone number, including area code: (712) 322-4020
Securities
to be registered pursuant to Section 12(b) of the Exchange Act:
None
Securities
to be registered pursuant to Section 12(g) of the Act: Common Stock (title
of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
Yes
o
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 of Section 15(d) of the Exchange Act. Yes
o
No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K. 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
definitions of “accelerated filer,” “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer o
Accelerated
Filer o
Non-Accelerated
Filer o Smaller
Reporting Company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
o
No
x
State
the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was
sold, or the average bid and asked price of such common equity, as of the last
business day of the registrant’s most recently completed second fiscal quarter:
$250,003.
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 9,014,644 common shares as of
March 31, 2008.
TABLE
OF CONTENTS
Page
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PART
I
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ITEM
1:
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DESCRIPTION
OF BUSINESS
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1
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ITEM
1A:
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RISK
FACTORS
|
7
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ITEM
2:
|
PROPERTIES
|
14
|
ITEM
3:
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LEGAL
PROCEEDINGS
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14
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ITEM
4:
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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14
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PART
II
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||
ITEM
5:
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MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
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15
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ITEM
6:
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SELECTED
FINANCIAL DATA
|
18
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ITEM
7:
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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18
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ITEM
7A:
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
21
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ITEM
8:
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FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
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21
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ITEM
9:
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
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21
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ITEM
9A(T):
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CONTROLS AND PROCEDURES |
21
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ITEM
9B:
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OTHER
INFORMATION
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23
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PART
III
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||
ITEM
10:
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DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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24
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ITEM
11:
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EXECUTIVE
COMPENSATION
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27
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ITEM
12:
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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30
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ITEM
13:
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
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32
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ITEM
14:
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PRINCIPAL
ACCOUNTANT FEES AND SERVICES
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33
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PART
IV
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||
ITEM
15:
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EXHIBITS
AND FINANCIAL STATEMENTS SCHEDULES
|
34
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PART
I
ITEM
1: DESCRIPTION
OF BUSINESS.
General
Overview
URON
Inc., a Minnesota corporation, provides short-term consumer loans, commonly
referred to as cash advance loans, through its wholly owned operating subsidiary
Wyoming Financial Lenders, Inc., a Wyoming corporation. As of December 31,
2007,
we operated 52 stores, with locations in Colorado, Iowa, Kansas, Montana,
Nebraska, North Dakota, South Dakota, Utah, Wisconsin and Wyoming. The principal
amounts of our typical cash advance loans range from $100 to $500. Since that
date, we have acquired ten new stores, including five stores in Arizona (see
“Recent Developments,” below). Cash advance loans provide customers with cash in
exchange for a promissory note with a maturity of generally two to four weeks
and supported by that customer’s post-dated personal check for the aggregate
amount of the cash advanced plus a fee. The fee varies from state to state,
based on applicable regulations, and generally ranges from $15 to $20 per each
$100 borrowed. To repay the cash advance loans, customers may pay with cash,
in
which case their personal check is returned to them, allow the check to be
presented to the bank for collection, or may pay by ACH direct
payment.
We
also
provide ancillary consumer financial products and services that are
complementary to our payday-lending business, such as check-cashing services,
money transfers and money orders. We also offer guaranteed phone/Cricket™ phones
to our customers. Our loans and other services are subject to state regulations
(which vary from state to state), and federal and local regulations, where
applicable.
Reverse
Merger Transaction
Pursuant
to an Agreement and Plan of Merger and Reorganization dated December 13, 2007
(the “Merger Agreement”), by and among URON Inc., WFL Acquisition Corp., a
Wyoming corporation and wholly owned subsidiary of the Company, and Wyoming
Financial Lenders, Inc., a Wyoming corporation whose business is providing
directly to consumers cash advance loans and certain ancillary financial
services, WFL Acquisition Corp. merged with and into Wyoming Financial Lenders,
Inc., with Wyoming Financial Lenders, Inc. remaining as the surviving entity
and
a wholly owned operating subsidiary of the Company. This transaction is referred
to throughout this report as the “Merger.” The Merger was effective as of the
close of business on December 31, 2007, by the filing of a certificate of merger
with the Wyoming Secretary of State.
At
the
effective time of the Merger, the legal existence of WFL Acquisition Corp.
ceased and all of the 1,000 shares of common stock of Wyoming Financial Lenders,
Inc. that were outstanding immediately prior to the Merger were cancelled,
with
one share of common stock of such corporation issued to the Company.
Simultaneously, WERCS, a Wyoming corporation the former sole holder of common
stock of Wyoming Financial Lenders, Inc., received (i) 1,125,000 shares of
the
Company’s common stock, representing approximately 17.9% of the Company’s common
stock outstanding immediately after the Merger and (ii) 10,000,000 shares of
newly created preferred stock, designated as “Series A Convertible Preferred
Stock,” which is presently convertible (subject to adjustment) into the
Company’s common stock on a share-for-share basis. On an aggregate and
as-if-converted basis, WERCS received and held 11,125,000 common shares
representing approximately 68.2% of the Company’s common stock immediately after
the Merger. In addition, WERCS received $278,845 in return of
capital.
1
Prior
to
the Merger, the Company effected a 1-for-10 share combination (i.e., reverse
stock split) of its capital stock, effective as of December 27, 2007. The share
combination was approved by Company’s Board of Directors pursuant to the
provisions of the Minnesota Business Corporation Act with a corresponding
reduction in the number of shares of authorized capital stock. In addition,
the
Company’s Board of Directors approved an increase in the number of directors
comprising the Board of Directors, and appointed five new directors. The
Company’s former sole director then resigned from the Board of
Directors.
Recent
Developments
On
February 26, 2008, the Company entered into an Exchange Agreement with National
Cash & Credit, LLC, a Minnesota limited liability company, and the members
of National Cash & Credit. Under the Exchange Agreement, the members of
National Cash & Credit assigned all of the outstanding membership interests
in National Cash & Credit to the Company in exchange for the Company’s
issuance to such members of an aggregate of 1,114,891 shares of common stock
and
a cash payment of $100,000. The closing of the transactions contemplated by
the
Exchange Agreement occurred effective as of February 26, 2008, simultaneously
with the effectiveness of the agreement itself. In the transaction, the Company
acquired a total of five new stores located in Arizona.
On
March
1, 2008, the Company acquired five stores offering payday advance loans in
Fargo, Grand Forks, Bismarck and Minot, North Dakota. These stores, currently
operating under the Ameri-Cash name, increased to ten the total number of stores
which the Company operate in North Dakota. The Company paid approximately
$400,000 for these stores and associated assets.
An
Important Note on Language:
Throughout this report, unless the context otherwise requires, references to
the
“Company” and “we” and “our” are references to URON Inc. on a post-Merger basis,
and so they include the business of Wyoming Financial Lenders, Inc. which we
acquired in the Merger.
Industry
Background
We
believe there has always been a strong demand for small, short-term consumer
loans in the United States. However, traditional lenders like banks and finance
companies have often been constrained by laws (or internal policies) that make
providing small, short-term loans cost prohibitive. In addition, these smaller,
short-term loans are incompatible with the acceptable risk level common to
many
traditional lenders. Traditional lenders generally appear to have moved away
from this type of lending. The departure of traditional credit providers appears
to have contributed to the rise of payday lending.
The
cash
advance loan industry began its rapid growth in 1996, when there were an
estimated 2,000 cash advance loan stores in the United States. Currently, there
are an estimated 22,000 cash advance loan stores in the United States, which
in
the aggregate provide approximately $40 billion in short-term credit to millions
of middle-class households experiencing cash-flow shortfalls (Source: Financial
Services Association of America). During this same time, the number of states
that expressly permit or do not expressly prohibit cash advance loans has grown
from six to 36 states and the District of Columbia. Currently, industry trends
indicate that, overall, there is likely to be a net decrease in total payday
lending stores over the next few years from closings resulting primarily from
regulatory changes and a slowdown in new store growth and general economic
conditions. In 2007, the payday lending store base declined approximately 2.5%
(approximately 600 stores), the first such decline in seven years. Nevertheless,
the industry’s internet volume during 2007 increased
by 40% over the prior year. (Source: Joseph Steven & Co, Inc.).
2
Cash
advance loan customers typically are middle-income or lower-middle-income,
middle-educated individuals who are a part of a young family. In addition,
many
customers claim to have at least one other alternative to using a cash advance
loan that offers quick access to money, such as overdraft protection, credit
cards, credit union loans or savings accounts. We believe that our customers
choose the cash advance loan product because it is quick, convenient and, in
many instances, a lower-cost or more suitable alternative for the customer
than
the other available alternatives.
Services
Cash
Advance Loans
Customers
seeking to obtain a cash advance loan must complete a loan application, maintain
a personal checking account, have a suitable source of income, and not otherwise
be in default on a loan from us. Upon completion of a loan application and
our
acceptance of such application, the customer signs a promissory note and
provides us with a check for the principal loan amount plus a specified fee.
State laws typically limit fees to a range of $15 to $20 per each $100 of
principal borrowed. Loans generally mature in two to four weeks, on or near
the
date of a customer’s next payday. Our standard agreement with customers provides
that we will not cash their check until the due date of the associated loan.
The
customer’s debt to us is satisfied by: (i) payment of the full amount owed in
cash (at which point we return the customer’s personal check); (ii) deposit of
the customer’s check with the bank; or (iii) ACH direct payment.
Where
permitted by state regulation, a customer may renew a loan after full payment
of
the fee associated with the original loan. When applicable, a customer renewing
a loan signs a new promissory note and provides us with a new
check.
The
cash
advance-lending business is seasonal due to the fluctuating demand for cash
advance loans during the year. Usually, the highest demand for cash advance
loans occurs in January and in the fourth calendar quarter. Due to the receipt
of income-tax refunds, demand for cash advance loans normally declines from
February through April. As with most payday lenders, our loan loss ratio
fluctuates with these changes in demand, with a higher loss ratio being typical
in the second and third calendar quarters and a lower loss ratio being typical
in the first and fourth calendar quarters.
Other
Financial Services
We
also
offer other consumer financial services, such as check-cashing services, phone
services, installment loans, money transfers and money orders. Together, these
other financial services constituted 20% and 21% of our revenues for the fiscal
years ended December 31, 2007 and 2006, respectively.
Marketing
Strategy
Our
advertising and marketing efforts are designed to introduce customers to our
services, build customer loyalty and generate repeat visits and transactions.
Our principal means of advertising consists of promotional materials and Yellow
Page directories used in our active markets.
Technology
and Information
We
maintain an integrated system of software applications and platforms for
processing the various types of transactions we offer. These systems provide
us
with customer service, internal control mechanisms, record-keeping and reporting
information. As of the date of this report, we have one point-of-sale system
used by all of our payday locations, and a different point-of-sale system
used for our title loan services. On
a
daily basis, transaction data is collected and integrated into our management
information systems. These systems are designed to provide summary, detailed
and
exception information to regional, area and store managers as well as corporate
staff.
3
Security
We
believe the principal security risks to our operations are robbery and employee
theft. We have established extensive security systems, dedicated security
personnel and management information systems to address both areas of potential
loss.
To
protect against robbery, most store employees work behind bullet-resistant
glass
and steel partitions, and the back office, safe and computer areas are locked
and closed to customers. Our security measures in each store include safes,
electronic alarm systems monitored by third parties, control over entry to
customer service representative areas, detection of entry through perimeter
openings, walls and ceilings and the tracking of all employee movement in and
out of secured areas. Employees use cellular phones to ensure safety and
security whenever they are outside the secure customer service representative
area. Additional security measures include alarm systems in all
stores,
remote
control over alarm systems, arming/disarming and changing user codes and
mechanically and electronically controlled time-delay safes.
Since
we
have high volumes of cash and negotiable instruments at our locations, daily
monitoring, unannounced audits and immediate responses to irregularities are
critical. Our regional managers perform weekly
unannounced store audits and cash counts at our stores. We self-insure for
employee theft and dishonesty at the store level.
Competition
Like
most
other cash advance lenders, we believe that the primary competitive factors
in
our business are location and customer service. We face intense competition
in
an industry with relatively low barriers to entry, and we believe that the
cash
advance lending markets are becoming more competitive as the industry matures
and consolidates. We compete with other cash advance and check cashing stores
and financial service entities and retail businesses that offer cash advance
loans or similar financial services. In addition, we compete in part with
services offered by traditional financial institutions, such as overdraft
protection.
Additional
areas of competition have recently arisen. Businesses now offer loans over
the
internet as well as “loans by phone,” and these have begun to compete with us.
There also has been increasing penetration of electronic banking and related
services into the check cashing and money transfer industry, including direct
deposit of payroll checks, payroll cards, stored-value cards and electronic
transfer of government benefits.
We
believe that our management team, which has a combined 36 years of industry
experience, provides us with a competitive strength. We also believe that
customer service is critical to developing loyalty. In our industry, we believe
that quality customer service means (i) assisting with the loan application
process and understanding the loan terms, (ii) treating customers respectfully,
(iii) processing transactions with accuracy, efficiency and
speed.
4
Governmental
Regulation
We
are
subject to regulation by federal, state and local governments that affect the
products and services we provide. Generally, these regulations are designed
to
protect consumers who deal with us and are not designed to protect our
shareholders.
Regulation
of Cash Advance Lending
Our
business activities are subject to regulation and supervision at the state
and
federal levels. In those states where we currently operate, we are licensed
as a
payday lender where required and are subject to various state regulations
regarding the terms of our cash advance loans and our policies, procedures
and
operations. In some states, cash advance lending is referred to as deferred
presentment, deferred deposit or consumer installment loans. State regulations
normally limit the amount that we may lend to any consumer and may limit the
number of loans that we may make to any consumer at one time or in the course
of
a year. State regulations also limit the amount of fees that we may assess
in
connection with any loan or transaction and may limit a customer’s ability to
renew a loan with us. The
state
statutes also often specify minimum and maximum maturity dates for cash advance
loans and, in some cases, specify mandatory cooling-off periods between
transactions. We must also comply with the disclosure requirements of the
Federal Truth-In-Lending Act and Regulation Z thereunder. Our collection
activities for delinquent loans are generally subject to consumer protection
laws regulating debt collection practices. Finally, our business subjects us
to
the Equal Credit Opportunity Act and the Gramm-Leach-Bliley Act.
Recent
Legal Developments and Trends
During
the last few years, legislation has been introduced in the U.S. Congress and
in
certain states proposing various restrictions or an outright prohibition on
cash
advance loans. Currently, state laws in Oregon, and Georgia have effectively
eliminated the ability to conduct cash advance lending activities in those
states, and a recent federal law prohibits loans of any type to members of
the
military and their family with charges or interest in excess of 36% per
annum.
More
recently, two
bills
have been introduced in the Nebraska legislature. The first bill is designed
primarily to enhance reporting and enforcement of current payday lending
restrictions and, in particular, would require the Nebraska Department of
Banking to set up a database tracking delayed-deposit transactions (which would
include payday lending transactions) at all storefront businesses statewide.
The
information reported would be used to ensure that individuals could not borrow
more than $500 from any single business, which is current state law in Nebraska.
The bill also would require a 72-hour waiting period between loans so that
a
customer could not pay off a loan and then immediately take out another. A
second bill would flatly outlaw the business of payday lending in
Nebraska.
The
likelihood that either of these bills will become law in Nebraska is uncertain.
The Company believes that passage of the first bill would not materially
or
adversely effect the Company or its business. However, passage of the second
bill proposing to prohibit payday lending in Nebraska would certainly have
a
material and adverse effect on the Company and its business prospects since
approximately 36% of the Company’s revenues during fiscal 2007 were generated in
Nebraska. The Company is monitoring the situation in
Nebraska.
In
addition, current state law in Arizona will effectively ban payday lending
as of
July 1, 2010. Legislation to extend or overturn the ban is pending.
Nevertheless, even if the prohibition is delayed or eliminated, we believe
it is
likely that such delay or elimination will be accompanied by limitations on
fees
or interest rates chargeable by payday lenders, in addition to other possible
restrictions. Presently, we have five stores in Arizona. At this point, it
is
difficult to assess the materiality of any limitations on the business we
conduct in Arizona. A ban on payday lending in Arizona could have a material
adverse effect on our business.
5
Financial
Reporting Regulation
Regulations
promulgated by the United States Department of the Treasury under the Bank
Secrecy Act require reporting of transactions involving currency in an amount
greater than $10,000. Generally, every financial institution must report each
deposit, withdrawal, exchange of currency or other payment or transfer that
involves an amount greater than $10,000. In addition, multiple currency
transactions must be treated as a single transaction if the financial
institution has knowledge that the transactions are by or on behalf of any
one
person and result, in a single business day, in the transfer of cash in or
out
totaling more than $10,000. In addition, the regulations require institutions
to
maintain information concerning sales of monetary instruments for cash in
amounts from $3,000 to $10,000.
Furthermore,
the Money Laundering Act of 1994 requires us, as a money service business,
to
register with the United States Department of the Treasury. Money services
businesses include check cashers and sellers of money orders. Money services
businesses must renew their registrations every two years, maintain a list
of
their agents, update the agent list annually and make the agent list available
for examination. In addition, the Bank Secrecy Act requires us, under certain
circumstances, to file a suspicious activity report.
Finally,
we have established various procedures designed to comply, and we continue
to
monitor and evaluate our business methods and procedures to ensure compliance,
with the USA PATRIOT Act.
Privacy
Regulation
We
are
subject to a variety of federal and state laws and regulations restricting
the
use and seeking to protect the confidentiality of customer identity and other
personal nonpublic customer information. We have identified our systems that
capture and maintain nonpublic personal information, as that term is understood
under the Gramm-Leach-Bliley Act and associated regulations. We disclose our
public information policies to our customers as required by that law. We also
have systems in place intended to safeguard this information as required by
the
Gramm-Leach-Bliley Act.
Employees
As
of
December 31, 2007, we had approximately 120 employees, consisting of 110 store
personnel, three field managers and seven corporate office employees. We believe
our relationship with our employees is good, and we have not suffered any work
stoppages or labor disputes. We do not have any employees that operate under
collective-bargaining agreements.
6
ITEM 1A. |
RISK
FACTORS.
|
The
purchase of shares of our common stock is very speculative and involves a very
high degree of risk. An investment in the Company is suitable only for the
persons who can afford the loss of their entire investment. Accordingly,
investors should carefully consider the following risk factors, as well as
other
information set forth herein, in making an investment decision with respect
to
our securities.
The
cash advance loan industry is highly regulated under state laws. Changes in
state laws and regulations governing lending practices, or changes in the
interpretation of such laws and regulations, could negatively affect our
business.
Our
business is regulated under numerous state laws and regulations, which are
subject to change and which may impose significant costs or limitations on
the
way we conduct or expand our business. As of the date of this report,
approximately 36 states and the District of Columbia had legislation permitting
or not prohibiting cash advance loans. During the last few years, legislation
has been adopted in some states that prohibits or severely restricts cash
advance loans. In 2006, Oregon passed a ballot initiative that caps interest
rates and origination fees on cash advance loans at 36%, among other
limitations. Before that, Georgia law effectively prohibited direct payday
lending in 2004. There are nearly always bills pending in various states to
revise the current laws governing cash advance loans. Any of these bills, or
future proposed legislation or regulations prohibiting cash advance loans or
making them less profitable or unprofitable, could be passed in any of these
states at any time, or existing cash advance loan laws could expire or be
amended. A wide range of legislative or regulatory actions in any number of
states could have a material and adverse effect on our revenues and
earnings.
Statutes
authorizing cash advance loans typically provide state agencies that regulate
banks and financial institutions with significant regulatory powers to
administer and enforce the laws relating to payday lending. Under statutory
authority, state regulators have broad discretionary power and may impose new
licensing requirements, interpret or enforce existing regulatory requirements
in
different ways or issue new administrative rules, even if not contained in
state
statutes, that affect the way we do business and may force us to terminate
or
modify our operations in those jurisdictions. They may also impose rules that
are generally adverse to our industry. Finally, in many states, the attorney
general has scrutinized or continues to scrutinize the cash advance loan
statutes and the interpretations of those statutes. Any significant change
in
the interpretation of existing state statutes permitting payday lending could
have a material and adverse affect on our business.
Our
business is subject to complex federal laws and regulations governing lending
practices, and changes in such laws and regulations could negatively affect
our
business.
Although
states provide the primary regulatory framework under which we offer cash
advance loans, certain federal laws also affect our business. For example,
because cash advance loans are viewed as extensions of credit, we must comply
with the federal Truth-in-Lending Act and Regulation Z thereunder. Additionally,
we are subject to the Equal Credit Opportunity Act, the Gramm-Leach-Bliley
Act
and certain other federal laws. Any failure to comply with any of these federal
laws or regulations could have a material adverse effect on our business,
results of operations and financial condition.
Additionally,
anti-cash advance loan legislation has been introduced in the U.S. Congress
in
the past. These efforts culminated in federal legislation in 2006 that limits
the interest rate and fees that may be charged on any loans, including cash
advance loans, to any person in the military to 36% per annum. The military
lending prohibition became effective on October 1, 2007. Future federal
legislative or regulatory action that restricts or prohibits cash advance loans
could have a material adverse impact on our business, results of operations
and
financial condition.
7
Changes
in local regulations could have a material adverse effect on our business,
results of operations and financial condition.
In
addition to state and federal laws and regulations, our business is subject
to
various local rules and regulations such as local zoning regulations and permit
licensing. We are aware of increasing efforts by local jurisdictions to restrict
payday lending through the use of local zoning and permitting laws. Any actions
taken in the future by local zoning boards or other governing bodies to require
special use permits for, or impose other restrictions on, payday lenders could
have a material adverse effect on the growth of our business, results of
operations and business prospects.
Litigation
and regulatory actions directed toward our industry or us could adversely affect
our operating results, particularly in certain key states.
During
the last few years, our industry has been subject to regulatory proceedings,
class action lawsuits and other litigation regarding the offering of cash
advance loans, and we could suffer losses resulting from interpretations of
state laws in those lawsuits or regulatory proceedings, even if we are not
a
party to those proceedings. For example, the North Carolina Commissioner of
Banks recently issued a ruling in which it determined that Advance America,
which marketed, originated, serviced and collected cash advance loans on behalf
of a state-chartered bank located in Kentucky, violated various North Carolina
consumer-protection statutes.
Additionally,
regulatory actions taken with respect to a particular non-payday lending
financial service that we offer could negatively affect our ability to offer
such other financial services. For example, if we were the subject of regulatory
action related to our check cashing, title loans or other products, that
regulatory action could adversely affect our ability to maintain our licenses
for payday lending. Moreover, the suspension or revocation of our license or
other authorization in one state could adversely affect our ability to maintain
licenses in other states. Accordingly, a violation of a law or regulation in
otherwise unrelated products or jurisdictions could affect other parts of our
business and adversely affect our business and operations as a
whole.
We
may need additional financing in the future and any such financing may dilute
our existing shareholders.
We
anticipate that we will continue to experience growth in our income and expenses
for the foreseeable future and that our operating expenses will be a material
use of cash resources. In the event that income growth does not meet our
expectations, we may require additional financing for working capital. In
addition, if we determine to grow our business through acquisitions, any
acquisitions we consummate may involve outside financing. Any additional
financing may involve dilution of our existing shareholders.
Additional
financing could be sought from a number of sources, including but not limited
to
additional sales of equity or debt securities (including equity-linked or
convertible debt securities), loans from banks, loans from affiliates of the
Company or other financial institutions. We may not, however, be able to sell
any securities or obtain any such additional financing when needed, or do so
on
terms and conditions acceptable or favorable to the Company, if at all. If
financing is not available, we may be forced to consider strategic alternatives,
such as (but not limited to) curtailing certain aspects of our operations or
closing certain operating locations. If we successfully enter into a financing
transaction, any additional equity or equity-linked financing would be dilutive
to shareholders, and additional debt financing, if available, may involve
restrictive covenants.
8
The
concentration of our revenues in certain states could adversely affect
us.
We
currently operate in ten states. For the year ended December 31, 2007, revenues
from our locations in Nebraska represented approximately 36% of our total
revenues. For the foreseeable future, we expect that a material and significant
portion of our revenues will continue to be generated in Nebraska. As a result,
changes to prevailing economic, demographic, regulatory or any other conditions,
including the legislative, regulatory or litigation risks mentioned above,
in
the markets in which we operate, and Nebraska in particular, could lead to
a
reduction in demand for our cash advance loans, a decline in our revenues or
an
increase in our provision for doubtful accounts, or even an outright legal
prohibition on the conduct of our business. Any of these outcomes could result
in a material and swift deterioration of our financial condition, operating
results and business prospects.
Unpredictability
in financing markets could impair our ability to grow our business through
acquisitions.
We
anticipate that opportunities to acquire similar businesses will materially
depend on the availability of financing alternatives with acceptable terms.
As a
result, poor market conditions or uncertainty in the financing markets could
materially limit our ability to grow through acquisitions.
Public
perception of cash advance lending as being predatory or abusive could adversely
affect our business.
Recently,
consumer advocacy groups and media reports have advocated governmental action
to
prohibit or severely restrict cash advance loans. The consumer groups and media
reports typically focus on the cost to a consumer for this type of loan, which
is higher than the interest typically charged by credit card issuers. This
difference in credit cost is more significant if a consumer does not promptly
repay the loan, but renews, or rolls over. The consumer groups and media reports
typically characterize these transactions as predatory or abusive toward
consumers. If this negative characterization of our business becomes widely
accepted by consumers, demand for our cash advance loans could significantly
decrease, which could adversely affect our results of operations and financial
condition. Negative perception of our business activities could also result
in
our industry being subject to more restrictive laws and regulations and greater
exposure to litigation.
Any
disruption in the availability of our information systems could adversely affect
our operations.
We
rely
upon our information systems to manage and operate our business. Each location
is part of an information network that permits us to maintain adequate cash
inventory, reconcile cash balances daily, report revenues and loan losses
timely. Our security measures could fail to prevent a disruption in the
availability of our information systems or our back-up systems could fail to
operate properly. Any disruption in the availability of our information systems
could adversely affect our operations and our results of
operations.
If
we lose key managers or are unable to attract and retain the talent required
for
our business, our operating results could suffer.
Our
future success depends to a significant degree upon the members of our executive
management, particularly Christopher Larson, our Chief Executive Officer and
President, John Quandahl, our Chief Operating Officer and Steven Staehr, our
Chief Financial Officer. Accordingly, the loss of the services of any of these
individuals could adversely affect our business. Our continued growth will
also
depend upon our ability to attract and retain additional skilled management
personnel. Competition for highly skilled and experienced management is intense
and likely to continue and increase. To the extent that we are unable to attract
and retain the talent required for our business, our operating results could
suffer.
9
We
lack product and business diversification, which creates a risk that our future
revenues and earnings will be susceptible to fluctuations.
Our
primary business activity is offering and servicing cash advance loans. We
also
provide certain related services, such as check cashing, money transfers and
money orders, which related services accounted for approximately 20% of our
revenues in fiscal 2007. If we are unable to maintain and grow the operating
revenues from our cash advance loan business, our future revenues and earnings
are not likely to grow and could decline. Our lack of product and business
diversification could inhibit the opportunities for growth of our business,
revenues and profits.
Competition
in the retail financial services industry is intense and could cause us to
lose
market share and revenues.
We
believe that the primary competitive factors in the cash advance loan industry
are store location and customer service. We face intense competition in the
cash
advance loan industry, and we believe that the payday lending market is becoming
more competitive as this industry matures and begins to consolidate. The cash
advance loan industry has low barriers to entry, and new competitors may enter
the market easily. We currently compete with services, such as overdraft
protection offered by traditional financial institutions, and with other cash
advance loan and check cashing stores and other financial service entities
and
retail businesses that offer cash advance loans or other similar financial
services, as well as a rapidly growing internet-based cash advance loan market.
Some of our competitors have larger and more established customer bases and
substantially greater financial, marketing and other resources than we have.
As
a result, we could lose market share and our revenues could decline, thereby
affecting our earnings and potential for growth.
General
economic conditions affect our loan losses, and accordingly, our results of
operations could be adversely affected by a general economic
slowdown.
Provision
for loan losses, net of recoveries, is one of our largest operating expenses,
constituting approximately 13% of total revenues for the fiscal year ended
December 31, 2007, with cash advance loan losses comprising most of the losses.
At the end of each fiscal quarter, management considers recent collection
history to develop expected loss rates, which are used to establish the
allowance for loan losses. Any changes in economic factors that adversely affect
our customers could result in higher loan loss experiences than anticipated,
which could in turn adversely affect our loan charge-offs and operating
results.
If
estimates of our loan losses are not adequate to absorb actual losses, our
financial condition and results of operations may be adversely
affected.
We
maintain an allowance for loan losses at levels to cover the estimated incurred
losses in the collection of our loan portfolio outstanding at the end of each
applicable period. At the end of each period, management considers recent
collection history to develop expected loss rates, which are used to establish
the allowance for loan losses. Our allowance for loan losses was $976,000 on
December 31, 2007. Our allowance for loan losses is an estimate, and if actual
loan losses are materially greater than our allowance for losses, our financial
condition and results of operations could be adversely affected.
10
Because
we maintain a significant supply of cash in our locations, we may experience
losses due to employee error and theft.
Because
our business requires us to maintain a significant supply of cash in our stores,
we are subject to the risk of cash shortages resulting from employee error
and
theft. We periodically experience employee error and theft in stores, which
can
significantly increase the operating losses of those stores for the period
in
which the employee error or theft is discovered. We self-insure for employee
error or theft at the store level. If our controls to limit our exposure to
employee error and theft at the store level and at our corporate headquarters
do
not operate effectively or are structured ineffectively, our financial condition
and results of operations could be adversely affected.
Regular
turnover among our location managers and employees makes it more difficult
for
us to operate our locations and increases our costs of
operation.
We
experience a relatively stable workforce among our location managers and
employees. Turnover interferes with implementation of operating strategies.
Increases in our workforce turnover in the future would likely increase our
operating pressures and operating costs and could restrict our ability to grow.
Additionally, high turnover would create challenges for us in maintaining high
levels of employee awareness of and compliance with our internal procedures
and
external regulatory compliance requirements.
Our
directors, officers and our controlling shareholder possess controlling voting
power with respect to our common stock and voting preferred stock, which will
limit practically your influence on corporate matters.
Our
officers and directors collectively possess beneficial ownership of
approximately 14,770,094 shares of our common stock, which currently represents
approximately 77.7% of our common stock. This includes all of the 1,125,000
common shares and 10,000,000 shares of Series A Convertible Preferred Stock
(presently convertible into our common stock on a share-for-share basis) held
by
WERCS, a Wyoming corporation and the former sole stockholder of Wyoming
Financial Lenders, Inc. As a result, our directors, officers and WERCS (our
most
significant shareholder), will have the ability to outrightly control our
management and affairs through the election and removal of our directors, and
all other matters requiring shareholder approval, including the future merger,
consolidation or sale of all or substantially all of our assets. This
concentrated control could discourage others from initiating any potential
merger, takeover or other change-of-control transaction that may otherwise
be
beneficial to our shareholders. Furthermore, this concentrated control will
limit the practical effect of your participation in Company matters, through
shareholder votes and otherwise.
Our
articles of incorporation grant our Board of Directors the power to issue
additional shares of common and preferred stock and to designate other classes
of preferred stock, all without shareholder approval.
Our
authorized capital consists of 250 million shares of capital stock. Pursuant
to
authority granted by our articles of incorporation, our Board of Directors,
without any action by our shareholders, may designate and issue shares in such
classes or series (including other classes or series of preferred stock) as
it
deems appropriate and establish the rights, preferences and privileges of such
shares, including dividends, liquidation and voting rights. The rights of
holders of other classes or series of stock that may be issued could be superior
to the rights of holders of our common shares. The designation and issuance
of
shares of capital stock having preferential rights could adversely affect other
rights appurtenant to shares of our common stock. Furthermore, any issuances
of
additional stock (common or preferred) will dilute the percentage of ownership
interest of then-current holders of our capital stock and may dilute the
Company’s book value per share.
11
Because
we became public by means of a reverse merger, we may not be able to attract
the
attention of major brokerage firms.
Additional
risks to our investors may exist since we became public through a “reverse
merger.” Security analysts of major brokerage firms may not provide coverage of
the Company since, because we became public through a reverse merger, there
is
no incentive to brokerage firms to recommend the purchase of our common stock.
In addition, because of past abuses and fraud concerns stemming primarily from
a
lack of public information about newly public businesses, there are many people
in the securities industry and business in general who view reverse
merger/public shell transactions with suspicion. Without brokerage firm and
analyst coverage, there may be fewer people aware of the Company and its
business, resulting in fewer potential buyers of our securities, less liquidity,
and depressed stock prices for our investors.
Wyoming
Financial Lenders, Inc. may have material liabilities of which the Company
is
not aware, or vice versa.
Although
each of the parties to the Merger conducted a due-diligence review of the
financial condition and legal status of the other, the Company may have material
liabilities that Wyoming Financial Lenders, Inc. is not aware of and has not
yet
discovered or, conversely, Wyoming Financial Lenders, Inc. may have material
liabilities that the Company was not aware and did not discover prior to the
consummation of the Merger. Further, although the Merger Agreement contained
customary representations and warranties from both parties concerning their
assets, liabilities, financial condition and affairs, it is possible that none
of the Company, Wyoming Financial Lenders, Inc. (as the operating entity after
the Merger) or the pre-Merger owners of either entity will have any material
recourse against another party or its former or current owners or principals
in
the event such representations and warranties prove to be untrue, with resulting
damages.
We
are subject to the Sarbanes-Oxley Act and the reporting requirements of federal
securities laws, which can be expensive.
As
a
result of the Merger, we are subject to the Sarbanes-Oxley Act and became a
public reporting company and, accordingly, subject to the information and
reporting requirements of the Securities Exchange Act of 1934 and other federal
securities laws. The costs of compliance with Sarbanes-Oxley, of preparing
and
filing annual and quarterly reports, proxy statements and other information
with
the SEC, furnishing audited reports to our shareholders, and other legal, audit
and internal resource costs attendant with being a public reporting company
will
cause our expenses to be significantly higher than they would be if Wyoming
Financial Lenders, Inc. had remained privately held.
Our
common stock trades only in an illiquid trading market.
Trading
of our common stock is conducted on the over-the-counter bulletin board. This
has an adverse effect on the liquidity of our common stock, not only in terms
of
the number of shares that can be bought and sold at a given price, but also
through delays in the timing of transactions and reduction in security analysts’
and the media’s coverage of our Company and its common stock. This may result in
lower prices for our common stock than might otherwise be obtained and could
also result in a larger spread between the bid and asked prices for our common
stock.
12
There
is not now and there may not ever be an active market for shares of our common
stock.
In
general, there has been very little trading activity in shares of the Company’s
common stock. The small trading volume will likely make it difficult for our
shareholders to sell their shares as and when they choose. Furthermore, small
trading volumes are generally understood to depress market prices. As a result,
you may not always be able to resell shares of our common stock publicly at
the
time and prices that you feel are fair or appropriate.
We
do not intend to pay dividends on our common stock for the foreseeable future.
We will, however, pay dividends on our convertible preferred
stock.
Wyoming
Financial Lenders, Inc. has in the past paid dividends to WERCS (its former
sole
stockholder prior to the Merger). In the Merger, WERCS was issued 10,000,000
shares of “Series A Convertible Preferred Stock,” each share of which carries a
$2.10 stated value. Such preferred stock entitles its holders to (i) a
cumulative 10% dividend, compounded and payable on a quarterly basis; (ii)
in
the event of a liquidation or dissolution of the Company, a preference in the
amount of all accrued but unpaid dividends plus the stated value of such shares,
before any payment shall be made or any assets distributed to the holders of
any
junior securities; (iii) convert their preferred shares into common shares
of
the Company on a share-for-share basis (subject to adjustment); and (iv) vote
their preferred shares on an as-if-converted basis. The Company has the right
to
redeem some or all such preferred shares, at any time upon 60 days’ advance
notice, at a price dependent upon the date of redemption. In the case of any
redemption closing on or prior to March 31, 2009, the redemption price will
be
$3.00 per share plus accrued but unpaid dividends; thereafter, the redemption
price will $3.50 per share plus accrued but unpaid dividends. Holders of Series
A Convertible Preferred Stock have no preemptive or cumulative-voting
rights.
We
do not
anticipate that we will cause the Company to pay any dividends after the Merger
for the foreseeable future on our common class of stock. Accordingly, any return
on an investment in our Company will be realized only when you sell shares
of
our common stock.
13
ITEM
2. PROPERTIES.
Our
headquarters is in Council Bluffs, Iowa. We have a 3,500 square feet space
which
is sufficient for our projected near term future growth. The monthly lease
amount is $3,280 and the term runs through November 2010. The corporate phone
number is (712) 322-4020.
As
of the
date of this report, we have approximately 61 total store locations.
Those locations typically range in size from 1,000 square feet to 2,000 square
feet, and have varying lease terms (none of which, however, have remaining
terms
of more than five years). As of the date of this report, we have stores in
the
following cities:
· Chandler,
Arizona
· Buckeye,
Arizona
· Lower
Buckeye, Arizona
· Surprise,
Arizona
· Mesa,
Arizona
· Sterling,
Colorado
· Ames,
Iowa
· Des
Moines, Iowa (four locations)
· Sioux
City, Iowa
· Dodge
City, Kansas
· Garden
City, Kansas
· Billings,
Montana (two locations)
· Butte,
Montana
· Great
Falls, Montana
·
Holdrege,
Nebraska
· Columbus,
Nebraska
· Grand
Island, Nebraska
· Hastings,
Nebraska
· Lincoln,
Nebraska (four locations)
· North
Platte, Nebraska
· Omaha,
Nebraska (six locations)
|
· Bismarck,
North Dakota (two locations)
· Grand
Forks, North Dakota (four locations)
· Fargo,
North Dakota
· Minot,
North Dakota
· Aberdeen,
South Dakota
· Rapid
City, South Dakota
· Sioux
Falls, South Dakota
· Watertown,
South Dakota
· Salt
Lake City, Utah
· Sandy,
Utah
· Taylorsville,
Utah
· West
Jordan, Utah
· Kenosha,
Wisconsin (three locations)
· Pleasant
Prairie, Wisconsin
· Racine,
Wisconsin (two locations)
· East
Casper, Wyoming
· Gillette,
Wyoming
· Laramie,
Wyoming
· Sheridan,
Wyoming
· West
Casper, Wyoming
· Rock
Springs, Wyoming
|
ITEM 3. |
LEGAL
PROCEEDINGS.
|
The
Company is not currently involved in any material legal proceedings.
Nevertheless, our business frequently involves many immaterial legal proceedings
relating primarily to the collection of customer debts.
ITEM 4. |
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
|
Not
applicable.
14
PART
II
ITEM 5. |
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY
SECURITIES.
|
Market
Information
Our
common stock is listed for trading on the over-the-counter bulletin board under
the symbol “URON.OB.” The transfer agent and registrar for our common stock is
Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430,
Denver, Colorado 80209. The following table sets forth the high and low bid
prices for our common stock as reported by the OTC Bulletin Board in 2007.
The
Company’s common shares did not begin trading on the OTC Bulletin Board until
February 2007. These quotations reflect inter-dealer prices, without retail
mark-up, markdown, or commission, and may not represent actual transactions.
Trading in the Company’s common stock during the period represented was
sporadic, exemplified by low trading volume and many days during which no trades
occurred.
Year
Ended December 31, 2007
|
|||||||
High
|
Low
|
||||||
First
Quarter
|
$
|
4.00
|
$
|
1.30
|
|||
Second
Quarter
|
$
|
4.00
|
$
|
1.10
|
|||
Third
Quarter
|
$
|
3.00
|
$
|
.50
|
|||
Fourth
Quarter
|
$
|
3.00
|
$
|
.50
|
Holders
As
of the
date of this report, we had 9,014,644 shares of common stock outstanding held
by
approximately 500 holders of record.
Dividends
Holders
of our common stock are entitled to share pro rata in dividends and
distributions with respect to the common stock when, as and if declared by
our
Board of Directors out of funds legally available therefor. We have not paid
any
dividends on our common stock and intend to retain earnings, if any, to finance
the development and expansion of our business. Additionally, the Company must
first pay preferred dividends on its Series A Convertible Preferred Stock as
described under the caption “Description of Equity Securities” below. The
current dividend payable to the holders of Series A Convertible Preferred Stock
aggregates to $525,000 on a quarterly basis. Other than with respect to shares
of Series A Convertible Preferred Stock, future dividend policy is subject
to
the sole discretion of our Board of Directors and will depend upon a number
of
factors, including future earnings, capital requirements and our financial
condition.
15
Securities
Authorized for Issuance under Equity Compensation Plans
The
table
below sets forth certain information, as of the close of business on December
31, 2007, regarding equity compensation plans (including individual compensation
arrangements) under which securities of URON Inc. were then authorized for
issuance.
Number
of Securities to be Issued Upon Exercise of Outstanding Options,
Warrants
and Rights
|
Weighted-Average
Exercise Price of Outstanding Options, Warrants and
Rights
|
Number
of Securities Remaining Available for Issuance Under Equity Compensation
Plans (excluding securities reflected in column
a)
|
|||||||||
(a)
|
(b)
|
(c)
|
|||||||||
Equity
compensation plans approved by securityholders
|
0
|
0
|
0
|
||||||||
Equity
compensation plans not approved by securityholders (1)
|
2,000,000
|
|
$
|
0.01
|
None
|
(2)
|
(1) |
The
Company is not required by applicable state law or the listing standards
of any self-regulatory agency (e.g., the OTC Bulletin Board, NASD,
AMEX or
NYSE) to obtain the approval of its securityholders prior to issuing
any
such compensatory options, warrants or other rights to purchase securities
of the Company.
|
(2) |
In
January 2008, the Company adopted the 2008 Stock Incentive Plan which
permits the issuance of various incentives, including options or
similar
rights to purchase or acquire up to 2,000,000 shares of common stock.
As
of the date of this report, no incentives have been issued under
such
plan.
|
Recent
Sales of Unregistered Securities
For
sales
of unregistered securities made by URON Inc. during the three-year period prior
to this report, please refer to our quarterly reports on Form 10-QSB filed
on
September 11, 2006 (amended on January 12, 2007), November 14, 2006 (amended
on
January 12, 2007), May 16, 2007, August 15, 2007 and November 20, 2007; our
annual report on Form 10-KSB filed on April 17, 2007; and our current reports
on
Form 8-K filed on January 7, 2008 and March 3, 2008; and all of such disclosures
are hereby incorporated herein by this reference.
Description
of Equity Securities
Our
authorized capital stock consists of 250 million shares of capital stock, no
par
value per share (unless otherwise determined by the Board of Directors). All
shares of common stock have equal voting rights and are entitled to one vote
per
share on all matters to be voted upon by our shareholders. Shares of our common
stock have no preemptive, subscription, conversion or redemption rights and
may
be issued only as fully-paid and non-assessable shares. Cumulative voting in
the
election of directors is not permitted. In the event of our liquidation, each
holder of our common stock is entitled to receive a proportionate share of
our
assets available for distribution to stockholders after the payment of
liabilities. All shares of our common stock issued and outstanding are
fully-paid and non-assessable.
16
Of
our
250 million shares of authorized capital, we have designated 10,000,000 for
issuance as “Series A Convertible Preferred Stock.” Each share of Series A
Convertible Preferred Stock carries a $2.10 stated value and entitles its
holders to (i) a cumulative 10% dividend, compounded and payable on a quarterly
basis; (ii) in the event of a liquidation or dissolution of the Company, a
preference in the amount of all accrued but unpaid dividends plus the stated
value of such shares, before any payment shall be made or any assets distributed
to the holders of any junior securities; (iii) convert their preferred shares
into common shares of the Company on a share-for-share basis (subject to
adjustment); and (iv) vote their preferred shares on an as-if-converted basis.
The Company has the right to redeem some or all of such preferred shares, at
any
time upon 60 days’ advance notice, at a price dependent upon the date of
redemption. In the case of any redemption closing on or prior to March 31,
2009,
the redemption price will be $3.00 per share plus accrued but unpaid dividends;
thereafter, the redemption price will $3.50 per share plus accrued but unpaid
dividends. Holders of Series A Convertible Preferred Stock have no preemptive
or
cumulative-voting rights.
ITEM 6. |
SELECTED
FINANCIAL DATA.
|
Not
applicable.
ITEM 7. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION.
|
Overview
Pursuant
to the December 13, 2007 Merger Agreement, WFL Acquisition Corp. merged with
and
into Wyoming Financial Lenders, Inc., with Wyoming Financial Lenders remaining
as the surviving entity and a wholly owned operating subsidiary of the Company.
As indicated above, this transaction is referred to throughout this report
as
the “Merger.” The Merger was effective as of the close of business on December
31, 2007, by the filing of a certificate of merger with the Wyoming Secretary
of
State.
Since
the
Merger, the Company (through Wyoming Financial Lenders, Inc.) provides retail
financial services to individuals in the mid-western United States. These
services include non-recourse cash advance loans, check cashing and other money
services. At the close of business on December 31, 2007, the Company owned
and
operated 52 stores in ten states (Colorado, Iowa, Kansas, Montana, Nebraska,
North Dakota, South Dakota, Utah, Wisconsin and Wyoming). As of the date of
this
report, we owned and operated a total of 61 stores in the foregoing states
and
Arizona.
We
provide short-term consumer loans, known as cash advance loans, in amounts
that
typically range from $100 to $500. Cash advance loans provide customers with
cash in exchange for a promissory note with a maturity of generally two to
four
weeks and that customer’s post-dated personal check for the aggregate amount of
the cash advanced, plus a fee. The fee varies from state to state, based on
applicable regulations, and generally ranges from $15 to $20 per each $100
borrowed. To repay the cash advance loans, customers may pay with cash, in
which
case their personal check is returned to them, allow the check to be presented
to the bank for collection, or pay by ACH direct payment. All of the Company’s
loans and other services are subject to state regulations which vary from state
to state, federal regulations and local regulation, where
applicable.
17
Discussion
of Critical Accounting Policies
Our
consolidated financial statements and accompanying notes have been prepared
in
accordance with accounting principles generally accepted in the United States
of
America applied on a consistent basis. The preparation of these financial
statements requires us to make a number of estimates and assumptions that
affect
the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. We evaluate
these
estimates and assumptions on an ongoing basis. We base these estimates on
the
information currently available to us and on various other assumptions that
we
believe are reasonable under the circumstances. Actual results could vary
materially from these estimates under different assumptions or conditions.
Our
significant accounting policies are discussed in Note 1, Nature of Business
and
Summary of Significant Accounting Policies, of the Notes to the Consolidated
Financial Statements included in Item 8 of this Form 10-K.
We
believe that the following critical accounting policies affect the more
significant estimates and assumptions used in the preparation of our
consolidated financial statements.
Loan
Loss Allowance
We
maintain a loan loss allowance for anticipated losses for our cash advance
loans. To estimate the appropriate level of loan loss allowances, we consider
the amount of outstanding loans owed to us, historical loans charged off,
current and expected collection patterns and current economic trends. Our
current loan loss allowance is based on our net write offs, typically expressed
as a percentage of loan amounts originated for the last twelve months applied
against the principal balance of outstanding loans that we write off. As
conditions change, we may need to make additional allowances in future periods.
When
a
loan is originated, the customer receives the cash proceeds in exchange for
a
post-dated check or a written authorization to initiate a charge to the
customer's bank account on the stated maturity date of the loan. If the check
or
the debit to the customer's account is returned from the bank unpaid, the
loan
is placed in default status and an allowance for this defaulted loan receivable
is established and charged against expense in the period that the loan is
placed
in default status. This allowance is reviewed monthly and any adjustment
to the
loan loss allowance as a result of historical loan performance, current and
expected collection patterns and current economic trends is recorded. Returned
items, net of allowance, was $375,000 and $298,000 at December 31, 2007 and
2006, respectively.
Valuation
of long-lived and Intangible Assets
The
Company assesses the impairment of long-lived and intangible assets whenever
events or changes in circumstances indicate that the carrying value may not
be
recoverable. Factors that could trigger an impairment review include significant
underperformance relative to expected historical or projected future cash
flows,
significant changes in the manner of use of acquired assets or the strategy
for
the overall business, and significant negative industry trends. When management
determines that the carrying value of long-lived and intangible assets may
not
be recoverable, impairment is measured based on the excess of the assets'
carrying value over the estimated fair value.
Share-Based
Compensation
Under
the
fair value recognition provisions of Financial Accounting Standards Board
Statement No. 123R (SFAS 123R), “Share-Based Payment”, our share-based
compensation cost is measured at the grant date based on the value of the
award
and is recognized as expense based on the applicable vesting schedule.
Determining the fair value of share-based awards at grant date requires
judgment, which includes estimating the amount of share-based awards expected
to
be forfeited. The Black-Scholes option pricing model (using estimated value
of
URON Inc.) is used to measure fair value for stock option grants.
During
2007, we granted 1,600,000 shares of restricted stock options and warrants
to
certain employees and non employees of the Company. These options and
warrants vested upon the successful completion of the Company’s merger on
December 31, 2007. We estimated that the grant date fair market value of
these
restricted options totaled $368,000 at the time of issuance and $1,248,000
at
the time of exercise in January 2008. During 2007, we granted warrants to
an
adviser to the Company for the purchase of up to 400,000 shares.
These warrants vested upon the successful completion of the Company’s
merger on December 31, 2007. We estimated that the grant date fair market
value
of these restricted warrants totaled $92,000 at the time of issuance.
These warrants have not been exercised as of the date of this report.
18
Results
of Operations
Net
Income.
For the
year ended December 31, 2007, net income was $.03 million compared to net income
of $1.37 million in 2006. A discussion of the various components of net income
follows.
Revenues.
Revenues totaled $11.35 million in 2007 compared to $8.72 million in 2006,
an
increase of $2.63 million or 30.1%. The increase in revenues was primarily
a
result of higher cash advance loan volumes resulting from an increase in the
number of stores and customer transactions. We originated approximately $62
million in cash advance loans during 2007 compared to $47 million during the
prior year. The average loan (including fee) totaled $322 in 2007 versus $335
in
the prior year. Our average fee rate for 2007 was $47.51 compared to $49.03
in
2006. Revenues from check cashing, title loans, guaranteed phone/Cricket fees,
and other sources totaled $2.24 million and $1.82 million for 2007 and 2006,
respectively.
Salaries
and Benefits.
Payroll
and related costs were $3.75 million in 2007 compared to $2.98 million in 2006
an increase of $.77 million, as headcount increased mostly due to an increase
in
the number of branch locations and corporate positions.
Provisions
for Loan Losses.
Our
provision for losses for 2007 totaled $1.48 million and $.88 million for 2006.
The less favorable loss ratio year to year reflects our accelerated rate of
unit
store growth during 2007, and a more challenging collections environment as
a
result of an increase in bankruptcy filings, higher energy prices and increased
competition in the lending industry.
Guaranteed
phone/Cricket.
Guaranteed phone/Cricket dropped to $.44 million in 2007 compared to $.59
million in 2006. The decrease was a result of lower guaranteed phone/Cricket
revenue due to a national trend of more consumers relying on cellular phones
versus home phones where the guaranteed phone product is used.
Occupancy
Costs.
Occupancy expenses, consisting primarily of store leases were $.78 million
during 2007, compared to $.45 million in 2006, an increase of $.33 million
due
to the addition of stores during 2007. Occupancy expenses as a percentage of
revenues increased from 5.2 % in 2006 to 6.9% in 2007, primarily due to the
high
number of stores many of which were opened recently and had lower profitability
compared to the more mature locations.
19
Advertising.
Advertising and marketing related expense was $.42 million in 2007 compared
to
$.38 million in 2006 due primarily to the greater number of stores operating
in
2007.
Depreciation.
Depreciation increased by $.03 million in 2007 due to depreciation associated
with capital expenditures for stores. Depreciation was $.14 million for 2007
and
$.11 million for 2006.
Amortization
of Intangible Assets.
Amortization of intangible assets was $.14 million for both 2007 and
2006.
Stock-Based
Compensation Expense. The
Company incurred stock-based compensation expense related to employee stock
options and warrants issued in conjunction with the Merger and were $.46 million
in 2007.
Merger
Transaction Expenses.
Expenses
related to the Company’s Merger were $1.4 million in 2007.
General,
Administrative and Other.
Total
other costs for the year ended December 31, 2007 were $1.41 million compared
to
$.99 million in 2006. Other costs, which include, utilities, and office supplies
collection costs and other minor costs increased by $.42 million primarily
due
to growth in number of stores.
Total
Operating Expenses.
Total
operating expenses for the year ended December 31, 2007 were $10.42 million
compared to $6.52 million for 2006. The $3.90 million, or 59.82% increase in
operating expenses over the comparable period in 2006, was due primarily to
the
increased amount of transactions, expansion of our business with additional
stores, expenses related to the Merger transaction and stock-based compensation
expense.
Income
From Operations.
Income
from operations as a result of the above factors was $.93 million compared
income of $2.20 million in 2006.
Income
Tax Expense.
Income
tax expense was $.90 million in 2007 compared to income tax expense of $.83
million in 2006 primarily as a result of 2007 Merger-related nondeductible
permanent differences.
Net
Income.
Net
income in 2007 was $.03 million in 2007 compared to net income of $1.37 million
in 2006, a decrease in net income of $1.34 million.
Liquidity
and Capital Resources
At
December 31, 2007, we had cash of $.98 million compared to $1.27 million at
December 31, 2006. Cash decreased by $.28 million during fiscal 2007 and cash
increased by $.34 million during fiscal 2006. For fiscal year 2008, we believe
that our available cash, combined with expected cash flows from operations
and
collections of stock subscriptions receivable, will be sufficient to fund our
liquidity and capital expenditure requirements during fiscal 2008.
Net
cash
provided by operating activities was $1.91 million in 2007 and $2.55 million
in
2006. Operating cash flows from 2006 to 2007 were lower due a larger net growth
in loans receivable (i.e., growth in loans receivable less allowance for losses)
and changes to deferred income taxes due to a change in 2007 in the Company’s
method of accounting for late loans receivable for income tax reporting. Net
cash used by investing activities was $.15 million in 2007 and $5.50 million
in
2006. Investing activities consisted of store acquisitions and improvements.
Net
cash used by financing activities was $2.04 million in 2007 versus net cash
used
by financing activities of $3.29 million in 2006. In 2006, financing activities
included stockholder’s contribution of $4.20 million. Dividends paid were $1.59
million and $.91 million in 2007 and 2006, respectively. Payments
of notes payable in 2007 were $.53 million.
20
Off-Balance
Sheet Arrangements
The
Company has no off-balance sheet arrangements.
ITEM 7A. |
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
Not
applicable.
21
ITEM 8. |
FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA.
|
Financial
Statements
The
following consolidated financial statements, and related notes thereto, and
the
related Report of Independent Registered Public Accounting Firm are filed as
part of this Annual Report on Form 10-K:
Index
to Financial Information
CONTENTS
Page(s)
|
||
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-2
|
|
CONSOLIDATED
FINANCIAL STATEMENTS
|
||
Consolidated
Balance Sheets
|
F-3
|
|
Consolidated
Statements of Income
|
F-4
|
|
Consolidated
Statements of Stockholders’ Equity
|
F-5
|
|
Consolidated
Statements of Cash Flows
|
F-6
|
|
Notes
to Consolidated Financial Statements
|
F-7-
F-19
|
F-1
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board
Directors
URON
Inc.
Council
Bluffs, Iowa
We
have
audited the accompanying consolidated balance sheets of URON Inc. and Subsidiary
as of December 31, 2007 and 2006, and the related consolidated statements
of
income, stockholders’ equity, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The
Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration
of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our
audits provide a reasonable basis for our opinion.
In
our
opinion, the consolidated financial statements referred to above present
fairly,
in all material respects, the financial position of URON Inc. and Subsidiary
as
of December 31, 2007 and 2006, and the results of their operations and their
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
/s/Lurie
Besikof Lapidus & Company, LLP
Minneapolis,
Minnesota
April
2,
2008
F-2
URON
INC.
AND SUBSIDIARY
CONSOLIDATED
BALANCE SHEETS
December
31,
|
|||||||
ASSETS
|
2007
|
2006
|
|||||
CURRENT
ASSETS
|
|||||||
Cash
|
$
|
984,625
|
$
|
1,265,460
|
|||
Loans
receivable, less allowance for doubtful
accounts
of $976,000 and $762,000
|
4,117,497
|
3,884,807
|
|||||
Stock
subscriptions receivable, subsequently collected
|
4,422,300
|
-
|
|||||
Prepaid
expenses and other
|
92,333
|
166,988
|
|||||
Deferred
income taxes
|
526,000
|
394,000
|
|||||
TOTAL
CURRENT ASSETS
|
10,142,755
|
5,711,255
|
|||||
PROPERTY
AND EQUIPMENT
|
631,736
|
656,606
|
|||||
GOODWILL
|
9,883,659
|
9,883,659
|
|||||
INTANGIBLE
ASSETS
|
90,926
|
227,333
|
|||||
OTHER
|
167,000
|
-
|
|||||
TOTAL
ASSETS
|
$
|
20,916,076
|
$
|
16,478,853
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable and accrued liabilities
|
$
|
1,908,844
|
$
|
496,769
|
|||
Accounts
payable - related parties
|
950,935
|
-
|
|||||
Deferred
revenue
|
262,357
|
250,133
|
|||||
Notes
payable
|
-
|
530,000
|
|||||
TOTAL
CURRENT LIABILITIES
|
3,122,136
|
1,276,902
|
|||||
DEFERRED
INCOME TAXES
|
545,000
|
675,000
|
|||||
TOTAL
LIABILITIES
|
3,667,136
|
1,951,902
|
|||||
STOCKHOLDERS’
EQUITY
|
|||||||
Series
A convertible preferred stock, 10% cumulative dividends,
$0.01
par value, $2.10 stated value, 10,000,000 shares authorized,
issued
and outstanding
|
100,000
|
100,000
|
|||||
Common
stock, no par value, 10,000,000 shares authorized,
6,299,753
and 1,125,000 shares issued and outstanding
|
|||||||
Additional
paid-in capital
|
17,639,318
|
13,358,158
|
|||||
Retained
earnings (deficit)
|
(490,378
|
)
|
1,068,793
|
||||
17,248,940
|
14,526,951
|
||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
20,916,076
|
$
|
16,478,853
|
See
notes
to consolidated financial statements.
F-3
URON
INC.
AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF INCOME
Year
Ended December 31,
|
|||||||
2007
|
2006
|
||||||
REVENUES
|
|||||||
Loan
fees
|
$
|
9,104,545
|
$
|
6,898,554
|
|||
Check
cashing fees
|
1,333,123
|
817,379
|
|||||
Guaranteed
phone/Cricket fees
|
749,475
|
889,778
|
|||||
Other
fees
|
159,381
|
114,127
|
|||||
11,346,524
|
8,719,838
|
||||||
OPERATING
EXPENSES
|
|||||||
Salaries
and benefits
|
3,747,347
|
2,978,298
|
|||||
Provisions
for loan losses
|
1,484,754
|
878,469
|
|||||
Guaranteed
phone/Cricket
|
442,845
|
592,283
|
|||||
Occupancy
|
783,173
|
454,681
|
|||||
Advertising
|
421,265
|
376,077
|
|||||
Depreciation
|
140,638
|
111,320
|
|||||
Amortization
of intangible assets
|
136,407
|
136,405
|
|||||
Stock-based
compensation expense
|
460,000
|
-
|
|||||
Merger
transaction expenses
|
1,391,024
|
-
|
|||||
General,
administrative and other
|
1,407,827
|
992,444
|
|||||
10,415,280
|
6,519,977
|
||||||
INCOME
FROM OPERATIONS
|
931,244
|
2,199,861
|
|||||
INCOME
TAX EXPENSE
|
904,000
|
829,000
|
|||||
NET
INCOME
|
27,244
|
1,370,861
|
|||||
ASSUMED
SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS
|
(2,100,000
|
)
|
(2,100,000
|
)
|
|||
NET
LOSS AVAILABLE TO COMMON STOCKHOLDERS
|
$
|
(2,072,756
|
)
|
$
|
(729,139
|
)
|
|
NET
LOSS PER COMMON SHARE -
|
|||||||
Basic
and diluted
|
$
|
(1.82
|
)
|
$
|
(0.65
|
)
|
|
WEIGHTED
AVERAGE COMMON
SHARES OUTSTANDING
-
|
|||||||
Basic
and diluted
|
1,139,177
|
1,125,000
|
|||||
See
notes
to consolidated financial statements.
F-4
URON
INC.
AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
Series
A
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Convertible
|
|
Common
|
|
Additional
|
|
|
|
|
|
|||||||||||
|
|
Preferred
Stock
|
|
Stock
|
|
Paid-In
|
|
Retained
|
|
Stockholders’
|
|
|||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Equity
|
||||||||
BALANCE
- December 31, 2005
|
10,000,000
|
$
|
100,000
|
1,125,000
|
$
|
-
|
$
|
9,158,158
|
$
|
607,074
|
$
|
9,865,232
|
||||||||||
Equity
contribution
|
-
|
-
|
-
|
-
|
4,200,000
|
-
|
4,200,000
|
|||||||||||||||
Dividends
|
-
|
-
|
-
|
-
|
-
|
(909,142
|
)
|
(909,142
|
)
|
|||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
-
|
1,370,861
|
1,370,861
|
|||||||||||||||
BALANCE
- December 31, 2006
|
10,000,000
|
100,000
|
1,125,000
|
-
|
13,358,158
|
1,068,793
|
14,526,951
|
|||||||||||||||
Common
stock issued, net of $347,995 costs
|
-
|
-
|
4,403,544
|
-
|
4,150,005
|
-
|
4,150,005
|
|||||||||||||||
Stock-based
compensation
|
-
|
-
|
-
|
-
|
460,000
|
-
|
460,000
|
|||||||||||||||
Reverse
Merger Transaction:
|
||||||||||||||||||||||
Previously
issued URON Inc. stock
|
-
|
-
|
771,209
|
-
|
369,919
|
(419,919
|
)
|
(50,000
|
)
|
|||||||||||||
Elimination
of accumulated deficit
|
-
|
-
|
-
|
-
|
(419,919
|
)
|
419,919
|
-
|
||||||||||||||
Return
of capital to WERCS
|
-
|
-
|
-
|
-
|
(278,845
|
)
|
-
|
(278,845
|
)
|
|||||||||||||
Dividends
|
-
|
-
|
-
|
-
|
-
|
(1,586,415
|
)
|
(1,586,415
|
)
|
|||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
-
|
27,244
|
27,244
|
|||||||||||||||
BALANCE
- December 31, 2007
|
10,000,000
|
$
|
100,000
|
6,299,753
|
$
|
-
|
$
|
17,639,318
|
$
|
(490,378
|
)
|
$
|
17,248,940
|
See
notes
to consolidated financial statements.
F-5
URON
INC.
AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Year
Ended December 31,
|
|||||||
2007
|
2006
|
||||||
OPERATING
ACTIVITIES
|
|||||||
Net
income
|
$
|
27,244
|
$
|
1,370,861
|
|||
Adjustments
to reconcile net income to net cash provided by
operating
activities:
|
|||||||
Stock-based
compensation
|
460,000
|
-
|
|||||
Depreciation
|
140,638
|
111,320
|
|||||
Amortization
of intangible assets
|
136,407
|
136,405
|
|||||
Deferred
income taxes
|
(262,000
|
)
|
198,000
|
||||
Loss
on disposal of property and equipment
|
25,979
|
-
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Loans
receivable
|
(224,722
|
)
|
(11,940
|
)
|
|||
Prepaid
expenses and other
|
74,655
|
(88,405
|
)
|
||||
Accounts
payable and accrued liabilities
|
1,519,170
|
758,813
|
|||||
Deferred
revenue
|
12,224
|
79,054
|
|||||
Net
cash provided by operating activities
|
1,909,595
|
2,554,108
|
|||||
INVESTING
ACTIVITIES
|
|||||||
Purchases
of property and equipment
|
(140,747
|
)
|
(219,355
|
)
|
|||
Acquisition
of stores, net of cash acquired
|
(8,968
|
)
|
(5,285,163
|
)
|
|||
Net
cash used by investing activities
|
(149,715
|
)
|
(5,504,518
|
)
|
|||
FINANCING
ACTIVITIES
|
|||||||
Payments
on notes payable
|
(530,000
|
)
|
-
|
||||
Stock
sales and equity contribution
|
75,700
|
4,200,000
|
|||||
Dividends
|
(1,586,415
|
)
|
(909,142
|
)
|
|||
Net
cash provided (used) by financing activities
|
(2,040,715
|
)
|
3,290,858
|
||||
NET
INCREASE (DECREASE) IN CASH
|
(280,835
|
)
|
340,448
|
||||
CASH
|
|||||||
Beginning
of year
|
1,265,460
|
925,012
|
|||||
End
of year
|
$
|
984,625
|
$
|
1,265,460
|
|||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|||||||
Cash
paid (primarily to WERCS) for income taxes
|
$
|
1,176,044
|
$
|
620,956
|
|||
Noncash
investing and financing activities:
|
|||||||
Stock
sold on subscriptions - uncollected
|
$
|
4,422,300
|
$
|
-
|
|||
Cost
of raised capital in accounts payable
|
347,995
|
-
|
|||||
Return
of capital to WERCS in accounts payable
|
278,845
|
-
|
|||||
Other
assets in accounts payable
|
167,000
|
-
|
|||||
Reverse
merger of URON Inc.
|
50,000
|
-
|
See
notes
to consolidated financial statements.
F-6
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
1. |
Nature
of Business and Summary of Significant Accounting Policies -
|
Nature
of Business/ Basis of Presentation
URON
Inc.
(URON) through its wholly owned operating subsidiary, Wyoming Financial Lenders,
Inc. (WFL), collectively referred to as the Company, provides retail financial
services to individuals in the Midwestern United States. These services include
non-recourse cash advance loans, check cashing and other money services.
The
Company also is a non-recourse reseller of guaranteed phone service and Cricket
cellular phones. As of December 31, 2007, the Company operated 52 stores
in 10
states (Nebraska, Wyoming, Utah, Iowa, North Dakota, South Dakota, Kansas,
Wisconsin, Montana and Colorado). As of December 31, 2006, Company operated
in
55 stores in 10 states. The consolidated financial statements include the
accounts of URON and WFL. All significant intercompany balances and transactions
have been eliminated in consolidation.
The
Company provides short-term consumer loans, known as cash advance loans,
in
amounts that typically range from $100 to $500. Cash advance loans provide
customers with cash in exchange for a promissory note with a maturity of
generally two to four weeks and the customer’s personal check for the aggregate
amount of the cash advanced plus a fee. The fee varies from state to state,
based on applicable regulations and generally ranges from $15 to $20 per
each
$100 borrowed. To repay the cash advance loans, customers may pay with cash,
in
which their personal check is returned to them, allowing their check to be
presented to the bank for collection, or by ACH direct payment.
The
Company also provides ancillary consumer financial products and services
that
are complementary to its cash advance-lending business, such as check-cashing
services, money transfers and money orders. We also offer guaranteed
phone/Cricket™ phones to our customers.
Our
loans
and other services are subject to state regulations (which vary from state
to
state) and federal and local regulations, where applicable.
Pursuant
to an Agreement and Plan of Merger and Reorganization dated December 13,
2007
(Merger Agreement), by and among URON, WFL Acquisition Corp., a Wyoming
corporation and wholly owned subsidiary of the URON, and WFL, WFL Acquisition
Corp. merged with and into WFL, with WFL remaining as the surviving entity
and a
wholly owned operating subsidiary of the URON. This transaction is referred
to
throughout this report as the “Merger” (Note 2).
As
a
result of the Merger, WERCS, a Wyoming corporation and the former sole
stockholder of WFL, received: (i) 1,125,000 shares of the URON’s common stock,
and (ii) 10,000,000 shares of Series A Convertible Preferred Stock. On an
aggregate and as-if-converted basis, WERCS received 11,125,000 common shares
representing approximately 68% of the Company’s outstanding common stock after
the Merger. In addition, WERCS received a $278,845 return of capital for
excess
assets at the Merger date as defined in the Merger Agreement.
(continued)
F-7
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
1. |
Nature
of Business and Summary of Significant Accounting Policies -
(continued)
|
Nature
of Business/ Basis of Presentation
-
(continued)
The
consolidated financial statements account for the Merger as a capital
transaction in substance (and not a business combination of two operating
entities) that would be equivalent to WFL issuing securities to URON in exchange
for the net monetary liabilities of URON, accompanied by a recapitalization
and,
as a result, no goodwill relating to the Merger has been recorded.
Prior
to
the Merger, URON effected a 1-for-10 share combination (i.e., reverse stock
split) of its capital stock, and corresponding reduction in the number of
shares
of authorized capital, effective as of December 27, 2007. All share and per
share information included in these consolidated financial statements give
effect for the 1-for-10 share combination.
Use
of
Estimates
The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that may affect certain reported
amounts and disclosures in the consolidated financial statements and
accompanying notes. Management bases its estimates on historical experience
and
on various other assumptions that are believed to be reasonable under the
circumstances. Actual results could differ from those estimates. Significant
management estimates relate to the allowance for loans receivable, allocation
of
and carrying value of goodwill and intangible assets, value associated with
stock-based compensation, and deferred taxes and tax uncertainties.
Revenue
Recognition
The
Company recognizes fees on cash advance loans on a constant-yield basis ratably
over the loans’ terms. The Company records fees derived from check cashing,
guaranteed phone/Cricket fees, and all other services in the period in which
the
service is provided.
Loans
Receivable
In
addition to loans receivable that are currently due, loans receivable also
include cash advance loans that have not been repaid, where the customer’s
personal check has been deposited and the check has been returned due to
non-sufficient funds in the customer’s account, closed accounts, or other
reasons. Loans receivable are carried at cost less the allowance for doubtful
accounts.
The
Company does not specifically reserve for any individual loan. The Company
aggregates cash advance loans for purposes of estimating the loss allowance
using a methodology that analyzes portfolio statistics and management’s judgment
regarding recent trends noted in the portfolio. This methodology takes into
account several factors, including the maturity of the store location and
charge-off and recovery rates.
(continued)
F-8
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
1. |
Nature
of Business and Summary of Significant Accounting Policies -
(continued)
|
Loans
Receivable
-
(continued)
When
a
bank returns a customer’s check, the account is recognized as a returned item
receivable and is included in loans receivable. All returned items are charged
off after 180 days, as collections after that date are not significant. Returned
items receivable, net of allowances, were approximately $375,000 and $298,000
at
December 31, 2007 and 2006, respectively.
Property
and Equipment
Property
and equipment are recorded at cost less accumulated depreciation. Depreciation
is provided on the straight-line method over the estimated useful lives of
the
related assets. Useful lives range from five to seven years for furniture,
equipment, and vehicles. Leasehold improvements are amortized using the
straight-line method over the lesser of the estimated useful lives of the
related assets or the leases term, and this amortization is included with
depreciation.
Goodwill
Goodwill
represents the excess of cost over the fair value of net assets acquired
using
purchase accounting and is not amortized.
Intangible
Assets
Customer
relationships represent the fair values assigned to relationships with customers
acquired through business acquisitions and is amortized over three
years.
Long-
Lived Assets
Goodwill
is reviewed, at least annually, for impairment. Property and equipment and
customer relationships are reviewed for impairment when events or changes
in
circumstances indicate that the carrying amounts may not be recoverable.
An
impairment loss is recognized when the fair value of the asset is less than
the
carrying value of the asset.
Concentrations
of Credit Risk
Financial
instruments which potentially subject the Company to concentrations of credit
risk consist of cash and loans receivable. The Company’s cash is placed with
high quality financial institutions. From time to time, cash balances exceed
federally insured limits. The Company has not experienced any significant
losses
with respect to its cash. Loans receivable, while concentrated in geographical
areas, are dispersed among numerous customers.
(continued)
F-9
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
1.
|
Nature
of Business and Summary of Significant Accounting Policies -
(continued)
|
Income
Taxes
Deferred
income taxes reflect the tax consequences in future years of differences
between
the tax basis of assets and liabilities and their financial reporting amounts,
based on enacted tax laws and statutory tax rates applicable in the periods
in
which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to
the
amounts expected to be realized. The provision for income taxes represents
taxes
paid or payable for the current year and changes during the year in deferred
tax
assets and liabilities.
Net
Loss Per Common Share
Basic
net
loss per common share is computed by dividing the loss available to common
shareholders by the weighted average number of common shares outstanding
for the
year. Diluted net loss per common share is computed by dividing the net loss
available to common shareholders’ by the sum of the weighted average number of
common shares outstanding plus potentially dilutive common share equivalents
(stock options, stock warrants, convertible preferred shares) when dilutive.
The
following potentially dilutive securities were anti-dilutive and therefore
excluded from the dilutive net loss per share computation:
Series
A Convertible Preferred Stock
|
10,000,000
|
|||
Stock
options (issued in 2007)
|
1,575,000
|
|||
Stock
warrants (issued in 2007)
|
425,000
|
|||
12,000,000
|
Fair
Value of Financial Instruments
The
amounts reported in the balance sheets for cash, loans receivable, stock
subscriptions receivable notes payable, and accounts payable are short-term
in
nature and their carrying values approximate fair values.
Recent
Accounting Pronouncements
In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements (as
amended),” which defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosure
about
fair value measurements. SFAS No. 157 applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value, and therefore,
does not expand the use of fair value in any new circumstances. The effective
date of this standard was for all full fiscal and interim periods beginning
after November 15, 2007. On December 14, 2007, the FASB issued Staff Position
FAS 157-b, which deferred the effective date of SFAS No. 157 for one year,
as it
relates to nonfinancial assets and liabilities. The Company is evaluating
the
impact the adoption of SFAS No. 157 will have on our financial position or
results of operations.
(continued)
F-10
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
1.
|
Nature
of Business and Summary of Significant Accounting Policies -
(continued)
|
Recent
Accounting Pronouncements
-
(continued)
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities (as amended), Including an Amendment
of FASB Statement No. 115,” which permits entities to measure eligible financial
assets, financial liabilities and firm commitments at fair value, on an
instrument-by-instrument basis, that are otherwise not permitted to be accounted
for at fair value under other generally accepted accounting principles. The
fair
value measurement election is irrevocable and subsequent changes in fair
value
must be recorded in earnings. SFAS No. 159 will be effective for the Company
beginning in fiscal 2008. The Company is evaluating the impact the adoption
of
SFAS No. 159 will have on our financial position or results of
operations.
In
December 2007, FASB issued SFAS No. 141 (revised 2007), “Business Combinations”.
SFAS No.
141R
significantly changes the accounting for business combinations in a number
of
areas including the treatment of contingent consideration, preacquisition
contingencies, transaction costs, in-process research and development and
restructuring costs. In addition, under SFAS No. 141R, changes in an acquired
entity’s deferred tax assets and uncertain tax positions after the measurement
period will impact income tax expense. SFAS No. 141R is effective for fiscal
years beginning after December 15, 2008. This standard will change our
accounting treatment for business combinations on a prospective basis.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160
changes the accounting and reporting for minority interests, which will be
recharacterized as noncontrolling interest and classified as a component
of
equity. This new consolidation method significantly changes the accounting
for
transactions with minority interests holders. SFAS No. 160 is effective for
fiscal years beginning after December 15, 2008. We are evaluating the impact
the
adoption of SFAS No. 160 will have on our financial position or result of
operations.
2. |
Merger
-
|
The
following is a summary of the significant Merger-related
transactions:
In
contemplation of the Merger, URON entered into a subscription agreement with
the
Company’s Chief Executive Officer (CEO). Under the agreement, the CEO purchased
1,071,875 shares of URON common stock for an aggregate purchase price of
$500,000. At December 31, 2007, the purchase price was included in subscriptions
receivable and has since been collected.
In
contemplation of the Merger, URON entered into various stock option agreements
with executive and non-executive management personnel. In addition, URON
granted
stock warrants to certain other parties. In total, URON granted stock options
and warrants to eleven parties, to purchase an aggregate of 1,600,000 shares
of
common stock at the per-share price of $0.01. These options and warrants
include
550,000 issued to the Company’s Chief Financial Officer (CFO) and 400,000 issued
to the Company’s Chief Operating Officer (COO).
(continued)
F-11
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
2. |
Merger
- (continued)
|
URON
issued a warrant to Lantern Advisors, LLC for the purchase of up to
400,000 shares of common stock at the per-share price of $0.01 for professional
services.
The
Company assumed $50,000 of liabilities of URON.
The
Company was responsible for certain fees to various brokers, advisors and
others
for expenses related to the Merger.
In
contemplation of the Merger, URON entered into subscription agreements to
sell
3,331,669 shares of its common stock for an aggregate purchase price of
$3,998,000. As of December 31, 2007, $75,700 of the subscriptions receivable
were collected and the remaining amount has since been collected. Expenses
incurred related to the issuance of these shares were $347,995.
WERCS,
the former sole owner of WFL common stock, received an aggregate of 1,125,000
shares of URON’s common stock and 10,000,000 shares of URON Series A Convertible
Preferred Stock.
3. |
Acquisitions
-
|
In
2007
and 2006, the Company purchased the assets of various stores in separate
transactions. The aggregate purchase price totaled $10,849 in 2007 and
$5,473,600 in 2006.
Under
the
purchase method of accounting the assets and liabilities of the acquisitions
were recorded at their respective fair values as of the purchase date as
follows:
Year
Ended December 31,
|
|||||||
2007
|
2006
|
||||||
Cash
|
$
|
1,881
|
$
|
188,437
|
|||
Loans
receivable
|
7,968
|
1,274,611
|
|||||
Other
current assets
|
-
|
1,200
|
|||||
Property
and equipment
|
1,000
|
273,148
|
|||||
Goodwill
|
-
|
3,792,009
|
|||||
Current
liabilities
|
-
|
(55,805
|
)
|
||||
$
|
10,849
|
$
|
5,473,600
|
(continued)
F-12
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
3.
|
Acquisitions
- (continued)
|
The
results of the operations for the acquired locations have been included in
the
financial statements since the date of the acquisitions. The following table
presents the unaudited pro forma results of operations for the years ended
December 31, 2007 and 2006, as if these acquisitions had been consummated
at the
beginning of each year presented. The unaudited pro forma results of operations
are prepared for comparative purposes only and do not necessarily reflect
the
results that would have occurred had the acquisition occurred at the beginning
of the year presented or the results which may occur in the future.
Year
Ended December 31,
|
|||||||
2007
|
2006
|
||||||
(unaudited)
|
(unaudited)
|
||||||
Pro
forma revenue
|
$
|
11,466,524
|
$
|
11,466,524
|
|||
Pro
forma net income
|
51,244
|
1,802,580
|
|||||
Net
loss per common share - basic and diluted
|
(1.80
|
) |
(0.26
|
) |
4. |
Property
and Equipment -
|
Property
and equipment consisted of the following:
December
31,
|
|||||||
2007
|
2006
|
||||||
Furniture
and equipment
|
$
|
553,714
|
$
|
590,275
|
|||
Leasehold
improvements
|
400,931
|
396,267
|
|||||
Vehicles
|
62,160
|
55,410
|
|||||
1,016,805
|
1,041,952
|
||||||
Less
accumulated depreciation
|
385,069
|
385,346
|
|||||
$
|
631,736
|
$
|
656,606
|
5. |
Intangible
Assets -
|
Intangible
assets consisted of the follows:
December
31,
|
|||||||
2007
|
2006
|
||||||
Customer
relationships
|
$
|
451,974
|
$
|
451,974
|
|||
Less
accumulated amortization
|
361,048
|
224,641
|
|||||
$
|
90,926
|
$
|
227,333
|
Future
amortization of intangible assets will be $90,926 in 2008.
F-13
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
6. |
Income
Taxes -
|
Prior
to
the Merger, the Company operated under an informal tax allocation agreement
with
WERCS, which required the Company to pay its fair share of its income taxes
as
if the Company were a stand-alone entity.
The
Company’s provision for income taxes is as follows:
Year
Ended December 31,
|
|||||||
2007
|
2006
|
||||||
Current:
|
|||||||
Federal
|
$
|
996,000
|
$
|
539,000
|
|||
State
|
170,000
|
92,000
|
|||||
1,166,000
|
631,000
|
||||||
Deferred:
|
|||||||
Federal
|
(178,000
|
)
|
210,000
|
||||
State
|
(84,000
|
)
|
(12,000
|
)
|
|||
(262,000
|
)
|
198,000
|
|||||
$
|
904,000
|
$
|
829,000
|
Deferred
income tax assets (liabilities) are summarized as follows:
December
31,
|
|||||||||||||
2007
|
2006
|
||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
||||||||||
Deferred
income tax assets
|
|||||||||||||
Allowance
for loans receivable
|
$
|
367,000
|
$
|
-
|
$
|
287,000
|
$
|
-
|
|||||
Deferred
revenue
|
-
|
-
|
94,000
|
-
|
|||||||||
Stock-based
compensation
|
137,000
|
-
|
-
|
-
|
|||||||||
Other
|
22,000
|
-
|
13,000
|
-
|
|||||||||
526,000
|
-
|
394,000
|
-
|
||||||||||
Deferred
income tax liabilities
|
|||||||||||||
Late
loans receivable
|
-
|
-
|
-
|
(366,000
|
)
|
||||||||
Property
and equipment
|
-
|
(25,000
|
)
|
-
|
(2,000
|
)
|
|||||||
Goodwill
and intangible assets
|
-
|
(520,000
|
)
|
-
|
(307,000
|
)
|
|||||||
|
- |
(545,000
|
)
|
-
|
(675,000
|
)
|
|||||||
Net
|
$
|
526,000
|
$
|
(545,000
|
)
|
$
|
394,000
|
$
|
(675,000
|
)
|
In
2007,
the Company changed its income tax reporting method of accounting for late
loans
receivable and deferred revenue.
(continued)
F-14
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
6. |
Income
Taxes - (continued)
|
Reconciliations
from the statutory federal income tax rate to the effective income tax rate
are
as follows:
Year
Ended December 31,
|
|||||||
2007
|
2006
|
||||||
Income
tax expense using the statutory federal
rate
|
$
|
316,600
|
$
|
747,800
|
|||
State
income taxes, net of federal benefit
|
33,800
|
80,100
|
|||||
Permanent
differences, primarily merger transaction
expenses
|
553,600
|
1,100
|
|||||
Income
tax expense
|
$
|
904,000
|
$
|
829,000
|
The
Company adopted the provisions of FASB Interpretation No. 48 (FIN No. 48),
“Accounting for Uncertainty in Income Taxes - an Interpretation No. 109”, on
January 1, 2007. Previously, the Company had accounted for tax contingencies
in
accordance with SFAS No. 5, “Accounting for Contingencies.” As required by FIN
No. 48, the Company recognizes the financial statement benefit of a tax position
only after determining that the relevant tax authority would more likely
than
not sustain the position. For tax positions meeting the more likely than
not
threshold, the amount recognized in the consolidated financial statements
is the
largest benefit that has a greater than 50 percent likelihood of being realized
upon ultimate settlement with the relevant tax authority. At the adoption
date,
the Company applied FIN No. 48 to all tax positions for which the statute
of
limitations remained open. The adoption of FIN No. 48 did not have a material
impact on the consolidated financial statements.
It
is the
Company’s practice to recognize penalties and/or interest related to income tax
matters in interest and penalties expense. As of December 31, 2007, the Company
had an immaterial amount of accrued interest and penalties.
The
Company is subject to income taxes in the U.S. federal jurisdiction and various
states and local jurisdictions. Tax regulations within each jurisdiction
are
subject to the interpretation of the related tax laws and regulations and
require significant judgment to apply. With few exceptions, the Company is
no
longer subject to U.S. federal, state, or local income tax examinations by
tax
authorities for the years before 2004. The Company is not currently under
examination by any taxing jurisdiction.
7. |
Stockholders’
Equity -
|
Capitalization
At
December 31, 2007, the Company’s authorized capital stock consists of 20,000,000
shares of no par value capital stock. All shares have equal voting rights
and
are entitled to one vote per share.
(continued)
F-15
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
7. |
Stockholders’
Equity - (continued)
|
Capitalization
-
(continued)
Of
the
20,000,000 shares of authorized capital, 10,000,000 have been designated
as
common stock and 10,000,000 as Series A Convertible Preferred Stock. The
Series
A Convertible Preferred Stock has a 10% cumulative dividend and can be converted
on a share-for-share basis into common stock. The Company has the right to
redeem some or all of the Series A Convertible Preferred Stock at any time,
upon
60 days notice, at $3.00 per share prior to April 1, 2009, or $3.50 per share
afterwards, plus any cumulative unpaid dividends.
Stock
Options and Warrants
No
stock
options or stock warrants were granted by the Company prior to 2007. In 2007,
stock option and stock warrants were granted in connection with the Merger,
became immediately exercisable with the Merger, and had a grant date fair
value
of $0.23. The Company intends to issue new shares upon exercise of stock
option
and warrants.
Stock
options and stock warrants outstanding at December 31, 2007, consisted of
the
following:
Stock
Options
|
Stock
Warrants
|
||||||
Exercise
price
|
$
|
0.01
|
$
|
0.01
|
|||
Units
outstanding
|
1,575,000
|
425,000
|
|||||
Remaining
contractual life
|
1
year
|
1
year
|
|||||
The
aggregate intrinsic value of all vested options and warrants at December
31,
2007 is approximately $8 million.
Stock
options and stock warrants activity for 2007 consisted of the
following:
Stock
Options
|
Stock
Warrants
|
||||||
Outstanding,
December 31, 2006
|
-
|
-
|
|||||
Granted
|
1,575,000
|
425,000
|
|||||
Exercised
|
-
|
-
|
|||||
Outstanding,
December 31, 2007
|
1,575,000
|
425,000
|
The
fair
value of stock options and stock warrants is estimated using the
Black-Scholes-Merton option pricing model (using estimated value of URON)
with
the following weighted average assumptions:
Description
|
Assumption
|
|||
Risk-free
interest rate
|
3.14
|
%
|
||
Expected
life
|
0.50
years
|
|||
Expected
volatility
|
247.00
|
%
|
||
Expected
dividend rate
|
0.00
|
%
|
F-16
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
8. |
Operating
Lease Commitments -
|
The
Company leases its facilities under operating leases with terms ranging from
three to five years, with rights to extend for additional periods. Rent expense
was approximately $757,000 and $455,000 in 2007 and 2006 respectively. Future
minimum lease payments are approximately as follows:
Year
Ending December 31,
|
Amount
|
|||
2008
|
$
|
470,000
|
||
2009
|
363,000
|
|||
2010
|
219,000
|
|||
2011
|
131,000
|
|||
2012
|
48,000
|
|||
|
||||
|
$
|
1,231,000
|
9. |
Related
Party Transactions -
|
At
December 31, 2007, accounts payable included approximately $401,000 payable
to
the Company’s CEO for reimbursement of Merger and equity transaction related
costs and $550,000 payable to WERCS for merger transaction related costs
and
return of capital.
The
Company leases two properties from an officer of the Company and another
related
party under operating leases that extend through 2011 requiring monthly lease
payments of $2,400.
10. |
Employee
Savings Plan -
|
The
Company began a defined contribution retirement plan in 2007 intended to
be
qualified under Section 401(k) of the Internal Revenue Code. All employees
are
eligible to participate in the Plan after approximately one year of employment.
The Plan allows each participant to make elective contributions subject to
statutory limits. The Company matches employee contributions up to 100 %
of the
first 5% of the participating employees’ annual compensation. Company matching
contributions to the Plan were approximately $32,000 in 2007.
11. |
Risks
Inherent in the Operating Environment -
|
The
Company’s short-term consumer loan activities are regulated under numerous
local, state, and federal laws and regulations, which are subject to change.
New
laws or regulations could be enacted that could have a negative impact on
the
Company’s lending activities. Over the past few years, consumer advocacy groups
and certain media reports have advocated governmental and regulatory action
to
prohibit or severely restrict deferred presentment cash advances. If this
negative characterization of deferred presentment cash advances becomes widely
accepted by consumers, demand for deferred presentment cash advances could
significantly decrease, which could have a materially adverse affect on the
Company’s financial condition.
(continued)
F-17
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
11. |
Risks
Inherent in the Operating Environment -
(continued)
|
Negative
perception of deferred presentment cash advances could also result in increased
regulatory scrutiny and increased litigation and encourage restrictive local
zoning rules, making it more difficult to obtain the government approvals
necessary to continue operating existing stores or open new short-term consumer
loan stores.
For
the
year ended December 31, 2007, the Company’s revenues by state in excess of 10%
were approximately as follows:
State
|
%
of Revenues
|
|||
Iowa
|
12
|
% | ||
Nebraska
|
36
|
% |
12. |
Subsequent
Events -
|
2008
Stock Incentive Plan
On
February 2, 2008, the Board of Directors of the Company approved and adopted
the
Company’s 2008 Stock Incentive Plan, pursuant to which an aggregated of
2,000,000 shares of common stock have been reserved for
issuance.
Acquisition
of National Cash & Credit
On
February 26, 2008, the Company entered into an Exchange Agreement with National
Cash & Credit, LLC, a Minnesota limited liability company (National Cash),
and the members of National Cash. Under the Exchange Agreement, the members
of
National Cash assigned all of the outstanding membership interests in National
Cash to the Company in exchange 1,114,891 shares of the Company’s common stock
and a cash payment of $100,000. The Exchange Agreement contained customary
representations, warranties and covenants of the parties and indemnification
obligations.
The
Company's CEO had a material financial interest in National Cash. The CEO’s
ownership and conditions of the Exchange Agreement were disclosed to the
Company's Board of Directors, which approved the Exchange
Agreement.
National
Cash was formed approximately two years ago and owned and operated five "payday"
consumer loan stores located in suburban Phoenix, Arizona. National Cash
principally offered short-term (i.e., five to 31 day) cash advance loans
ranging
from $100 to $2,500, and title loans ranging from $500 to $2,000. As of December
31, 2007, National Cash had approximately $840,000 in aggregate outstanding
principal amount of cash advance and title loans.
(continued)
F-18
URON
INC.
AND SUBSIDIARY
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
12.
|
Subsequent
Events - (continued)
|
Acquisition
of North Dakota Stores
On
March
1, 2008 the Company acquired, for $400,000, five stores offering payday advance
loans in Fargo, Grand Forks, Bismarck, and Minot, North Dakota. These stores
currently operate under the Ameri-Cash name.
Authorization
of Additional Common Shares
On
March
17, 2008, the stockholders approved an increase in the Company’s
authorized shares to 250,000,000.
Dividend
Declaration and Payment
On
March
17, 2008, the Board of Directors of the Company approved the payment of the
first quarter 2008 dividend on the Company's Series A Convertible Preferred
Stock in the amount of $525,000. The dividends are to be paid on or before
April
15, 2008.
Exercises
of Options
In
early
2008, 1,575,000 options were exercised for total proceeds of
$15,750.
F-19
ITEM 9. |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
|
Not
applicable.
ITEM 9A(T). |
CONTROLS
AND PROCEDURES.
|
Disclosure
Controls and Procedures
The
Company carried out an evaluation, with the participation of our Chief Executive
and Chief Financial Officers, of the effectiveness, as of December 31, 2007,
of
our disclosure controls and procedures, as defined in Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in alerting them on a timely
basis to material information required to be disclosed in our periodic reports
to the SEC, and that there has been no significant change in such internal
controls, or other factors, which could significantly affect such controls
including any corrective actions with regard to significant deficiencies or
material weaknesses, since our evaluation. Nevertheless, due to the limited
number of Company employees engaged in the authorization, recording, processing
and reporting of transactions, there is inherently a lack of segregation of
duties. During the course of their audit of our consolidated financial
statements for the fiscal year ended December 31, 2007, our independent
registered public accounting firm, Lurie Besikof Lapidus & Company, LLP,
advised management and the audit committee of our Board of Directors that they
had identified a material weakness. The material weakness relates to the lack
of
segregation of duties within the financial processes in the Company. The Company
periodically assesses the cost versus benefit of adding the resources that
would
remedy or mitigate this situation, and currently does not consider the benefits
to outweigh the costs of adding additional staff in light of the limited number
of transactions related to the Company’s operations.
Internal
Control over Financial Reporting
In
this
filing, the Company is not providing a report of management on the Company’s
internal controls over financial reporting. The reasons for this are
primarily related to the Merger.
The
Merger transaction was structured as a reverse triangular merger. In our reverse
triangular merger, URON Inc. formed a subsidiary in the State of Wyoming which
was named “WFL Acquisition Corp.” Then, once the Merger Agreement has been
finally negotiated, URON Inc. and WFL Acquisition Corp. together signed the
agreement with Wyoming Financial Lenders, Inc. When the Merger transaction
contemplated by the Merger Agreement “closed” (that is, when the Merger actually
occurred) at the close of business on December 31, 2007, the following legal
transactions and events occurred:
(i)
|
WFL
Acquisition Corp. merged with and into Wyoming Financial Lenders,
Inc.;
|
(ii)
|
the
separate legal existence of WFL Acquisition Corp.
ceased;
|
(iii)
|
Wyoming
Financial Lenders, Inc. survived the
Merger;
|
(iv)
|
all
shares of capital stock representing ownership of Wyoming Financial
Lenders, Inc. were cancelled;
|
(v)
|
one
new share of capital stock representing ownership of Wyoming Financial
Lenders, Inc. was issued to URON Inc.;
and
|
(vi)
|
URON
Inc. issued shares of capital stock (both common and preferred) to
the
former owner of shares of Wyoming Financial Lenders,
Inc.
|
The
result of these transactions and events was that, as of the close of business
on
December 31, 2007, URON Inc. became the sole owner of Wyoming Financial Lenders,
Inc. and its business, and WERCS (a Wyoming corporation and the former sole
owner of Wyoming Financial Lenders, Inc.) came to possess voting and management
control over URON Inc. through the stock issuance (see clause (vi) above) and
the terms and conditions of the Merger Agreement pertaining to control of URON
Inc.’s Board of Directors.
As
a
result of the foregoing facts and circumstances relating to the Merger, the
Merger has been accounted for using reverse acquisition accounting principles.
When reverse acquisition accounting principles apply, the historical financial
statements of the reverse acquirer (in this case, Wyoming Financial Lenders,
Inc.) replace those of the legal acquirer (in this case, URON
Inc.).
Based
on
the foregoing, and based in particular on the fact that the financial statements
and information relating to Wyoming Financial Lenders, Inc. constitute the
financial statements and information of the “Company,” a meaningful evaluation
of the effectiveness of internal controls as of December 31, 2007 would need
to
have been focused on the internal controls of Wyoming Financial Lenders, Inc.
Because the Merger occurred on December 31, 2007, there was practically no
substantive opportunity for the management of the Company to conduct an
assessment of the effectiveness of the internal controls over financial
reporting of Wyoming Financial Lenders, Inc. as of that same date.
Conversely,
an evaluation of the internal controls of URON Inc. as of December 31, 2007,
while possible, would not have been meaningful because of the application of
reverse acquisition accounting to the Merger transaction, as explained
above.
22
Because
we have not conducted an assessment of management of the effectiveness of
internal controls over financial reporting, nor included in this filing a report
thereof, there is no corresponding attestation report of the Company’s
registered public accounting firm. Furthermore, even if there had been such
an
assessment and report, no such attestation report would have been required
for
this filing under applicable temporary rules of the SEC.
The
management of URON is responsible for establishing and maintaining adequate
internal control over financial reporting. We anticipate that our internal
control system will be designed to provide reasonable assurance to our
management and Board of Directors regarding the preparation and fair
presentation of published financial statements. The steps management expects
to
undertake include a top-down risk assessment of all risks associated over
financial reporting and disclosure, the identification and ranking of risks
and
the corresponding financial accounts and business processes. Additionally,
the
associated system applications will be identified, as well the controls over
information technology and general computer controls. Entity-wide controls
will
also be identified and documented. This control environment will be reviewed
and
assessed to allow management to conclude regarding the effectiveness of the
design of the controls as well the operating effectiveness.
In
making
its assessment of internal control over financial reporting, management
anticipates using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in
Internal Control—Integrated Framework
.
All
internal control over financial reporting, no matter how well designed, have
inherent limitations, including the possibility of human error and the
circumvention or overriding of controls. Therefore, even effective internal
control over financial reporting can provide only reasonable assurance with
respect to financial statement preparation and presentation. Further, because
of
changes in conditions, the effectiveness of internal controls over financial
reporting may vary over time.
Thus
far,
the Company has retained the services of Hudson Financial Solutions, a
Minneapolis-based business consulting specializing in audit, compliance,
financial management and support. Hudson Financial Solution is preparing
an
outline of recommended action for management to be able to make its assessment
and report in the Company’s Annual Report for the fiscal year ended December 31,
2008.
ITEM 9B. |
OTHER
INFORMATION.
|
Not
applicable.
23
PART
III
ITEM 10. |
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
|
Management
At
the
effective time of the Merger, the Company’s Board of Directors was reconstituted
by the appointment of Christopher Larson, Robert W. Moberly, James Mandel,
John
H. Klassen IV and Mark Houlton as directors, and the resignation of Donald
Miller from his role as a director of the Company. The following table sets
forth the name and position of each of the Company’s directors and executive
officers after the Merger.
Name
|
Age
|
Positions
|
||
Christopher
Larson
|
36
|
Director,
Chief Executive Officer and President
|
||
Steven
Staehr
|
45
|
Chief
Financial Officer
|
||
John
Quandahl
|
41
|
Chief
Operating Officer
|
||
Robert
W. Moberly
|
55
|
Director
|
||
James
Mandel
|
50
|
Director
|
||
John
H. Klassen IV
|
46
|
Director
|
||
Mark
Houlton
|
43
|
Director
|
The
biographies of those individuals currently serving as directors and executive
officers of the Company are set forth below:
Chris
Larson,
the
Company’s Chief Executive Officer and President, co-founded and acted as Chief
Financial Officer of Cash Systems, Inc., a NASDAQ traded (symbol: CKNN)
financial services company involved in the casino gaming industry, from 1999
to
2005. Chris also served on the Board of Directors of Cash Systems from 2001
to
2006. Cash Systems was taken public via a reverse merger and during Chris’
tenure the company experienced revenue growth from $600,000 to $120,000,000
annually.
Robert
W. Moberly
has been
employed with WERCS since 1987. Mr. Moberly is responsible for locating and
evaluating business acquisitions for WERCS and its affiliates. Mr. Moberly
also
develops the company’s business strategies. Mr. Moberly holds many licenses in
insurance and securities, including: Property and Casualty, Life and Health,
Surplus Lines in insurance and Registered Representative Series 7, Financial
Operations Principal Series 27, General Principal Series 24, Municipal
Securities Registered Representative Series 53 and Options Principal Series
4 in
securities. Prior to joining Wyoming, Mr. Moberly worked for two years as a
securities broker for Dain Bosworth and 15 years as the owner of a contracting
business. Mr. Moberly, a native of Greybull, Wyoming, graduated from Worland
High School and attended the University of Wyoming.
James
Mandel
has been
the Chief Executive Officer and a director of Multiband Corporation (NasdaqCM:
MBND) since October 1, 1998. He was co-founder of Call 4 Wireless, LLC, a
telecommunications company specializing in wireless communications, and served
as its Chairman and a member of its Board of Directors from December 1996 until
October 1998, and as its interim Chief Executive Officer from December 1996
until December 1997. From October 1991 to October 1996, he was Vice President
of
Systems for Grand Casinos, Inc., where his duties included managing the design,
development, installation and on-going maintenance for the 2,000 room, $507
million Stratosphere Hotel, Casino and Tower in Las Vegas. Mr. Mandel also
managed the systems development of Grand Casino Mille Lacs, in Onamia,
Minnesota, Grand Casino Hinckley in Hinckley, Minnesota and six other casinos
nationwide. He formerly served as Chairman of the Board of Directors for CorVu
Corporation, an international software development company which was sold in
June of 2007, and currently serves as a director for NewMarket Technologies,
an
international technology company based in Dallas, Texas.
24
John
H. Klaasen IV
is a
Business Financial Advisor with Merrill Lynch and provides advisory services
for
individuals, closely held businesses and public companies in a wide variety
of
industries. Prior to joining Merrill Lynch, Mr. Klassen worked in Wells Fargo’s
Commercial Banking Group for 12 years. His has broad experience in the areas
of
commercial banking, investment banking and private wealth management. Mr.
Klassen graduated magna cum laude with a Bachelor of Science degree in finance
from San Diego State University. Mr. Klassen is active in a variety of community
organizations.
Mark
Houlton
founded
Houlton Enterprises, Inc. in 1997 and opened his first check-cashing / payday
advance store in Omaha, Nebraska. Over the course of his ownership, this single
store company grew to a total of 24 stores in Nebraska, Iowa, North Dakota
and
Wisconsin. In 2005, Mr. Houlton sold his stock to WERCS, Inc. and Houlton
Enterprises was merged into Wyoming Financial Lenders, Inc. Mr. Houlton is
a
1988 graduate of the University of Nebraska, Lincoln, having received a B.S.
in
management.
Steve
Staehr
is the
Company’s Chief Financial Officer and was previously employed by Cash Systems,
Inc. as its corporate controller, where he was responsible for all aspects
of
financial accounting and SEC reporting for the company. Mr. Staehr has also
held
high-level financial executive positions with several other large companies,
most notably with Encore Productions, Inc., Mirage Resorts, Inc., Boyd Gaming
Corporation, Caesars World, Inc., and Deloitte & Touche LLP. Mr. Staehr was
the corporate controller for Boyd Gaming during its initial public offering.
Mr.
Staehr is a licensed certified public accountant in the states of California
and
Nevada, and a member of the American Institute of Certified Public
Accountants.
John
Quandahl,
the
Company’s Chief Operating Officer, currently also serves as the President of
Wyoming Financial Lenders, Inc., a position he has held since 2007. From 2005
until joining Wyoming Financial Lenders, Mr. Quandahl was the President of
Houlton Enterprises, Inc., and prior to that served as that corporation’s Chief
Operating Officer from 1999 until 2004. Mr. Quandahl was the controller as
Silverston Group, Inc., from 1993 until 1998, and before that began his career
at the Nebraska Department of Revenue as a tax auditor in 1989. Mr. Quandahl
is
a certified public accountant and earned a degree in accounting from the
University of Nebraska - Lincoln.
Under
the
Company’s bylaws, the directors serve for indefinite terms expiring upon the
next annual meeting of the Company’s shareholders.
Family
Relationships
The
Board
of Directors has affirmatively determined that there are no familial
relationships among any of the Company’s officers or directors.
Involvement
in Certain Legal Proceedings
During
the past five years, no officer, director, control person or promoter of the
Company has been involved in any legal proceedings respecting: (i) any
bankruptcy petition filed by or against any business of which such person was
a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (ii) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses); (iii) being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or (iv) being found by a court of competent
jurisdiction (in a civil action), the commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended, or vacated.
25
Committees
of the Board of Directors
The
Company does not have a standing nominating committee. Instead, the entire
Board
of Directors shares the responsibility of identifying potential
director-nominees to serve on the Board of Directors.
The
Board
of Directors does have a standing compensation committee and audit committee.
The compensation committee is composed of Messrs. Mandel, Houlton and Klaasen,
with Mr. Houlton serving as the chairperson. The audit committee is composed
of
Messrs. Mandel, Houlton and Klaasen, with Mr. Mandel serving as the chairperson.
The Board of Directors has determined that each of the members of compensation
and audit committees are “independent,” as such term is defined in Section
4200(a)(15) of National Association of Securities Dealers’ listing standards,
and meet the criteria for independence set forth in Rule 10A-3(b)(1) under
the
Exchange Act.
The
Board
of Directors has determined that at least one member of the audit committee,
Mr.
Mandel, is an “audit committee financial expert” as that term is defined in
Regulation S-K promulgated under the Exchange Act. Mr. Mandel’s relevant
experience is detailed in ITEM 10 above. As noted above, Mr. Mandel qualifies
as
an “independent director,” as such term is defined in Section 4200(a)(15) of
National Association of Securities Dealers’ listing standards, and meets the
criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange
Act.
The Board of Directors has determined that each of the audit committee members
is able to read and understand fundamental financial statements and that at
least one member of the audit committee has past employment experience in
finance or accounting.
Code
of Ethics
We
have
adopted a Code of Ethics which governs the conduct of our officers, directors
and employees in order to promote honesty, integrity, loyalty and the accuracy
of our financial statements. You may obtain a copy of the Code of Ethics without
charge by writing us and requesting a copy, attention: Christopher Larson,
2201
West Broadway, Suite 100, Council Bluffs, Iowa 51501. You may also request
a
copy by calling us at (712) 322-4020.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s officers,
directors and persons considered to be beneficial owners of more than ten
percent of a registered class of the Company’s equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission and Nasdaq. Officers, directors and greater-than-ten-percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on a review of the copies
of
such forms furnished to the Company, or written representations that no
applicable filings were required, the Company believes that all such filings
were filed on a timely basis for the fiscal year 2007.
26
ITEM 11. |
EXECUTIVE
COMPENSATION.
|
Summary
Compensation Table
The
following table sets forth the cash and non-cash compensation for awarded
to or
earned by (i) each individual who served as the principal executive officer
of
either URON Inc. or Wyoming Financial Lenders, Inc., during the year ended
December 31, 2007, and (ii) each other individual that served as an executive
officer of either URON Inc. or Wyoming Financial Lenders, Inc. at the conclusion
of the year ended December 31, 2007 and who received in excess of $100,000
in
the form of salary and bonus during such fiscal year. For purposes of this
Annual Report, these individuals are collectively the “named executives” of the
Company.
Annual
Compensation
|
|
|||||||||||||||||
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compensation
($)
|
Stock
Options Awards ($) (5) |
Stock
Awards
($)
|
||||||||||||
John
Quandahl, President and Chief Operating Officer (1)
|
2007
2006
|
229,000
70,350
|
0
0
|
0
0
|
$ |
92,000
0
|
0
0
|
|||||||||||
Christopher
Larson, President and Chief Executive Officer (2)
|
2007
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
||||||||
Donald
Miller, President and Chief Executive Officer (3)
|
2007
2006
|
0
0
|
0
0
|
0
0
|
|
$
|
25,000
0
|
|||||||||||
Steven
Staehr, Chief Financial Officer (4)
|
2007
|
0
|
|
0
|
|
0
|
|
$ |
126,500
|
|
0
|
(1) |
Mr.
Quandahl is the
President of Wyoming Financial Lenders, Inc., the wholly owned and
principal operating subsidiary of the registrant. Mr.
Quandahl also began serving as the Chief Operating Officer of URON
Inc.
effective November 29, 2007, and continues to serve in that capacity
since
the Merger.
|
(2) |
Mr.
Larson became the President and Chief Executive Officer of URON Inc.
effective November 29, 2007 and continues to serve in those capacities
since the Merger.
|
27
(3) |
Mr.
Miller served as the President and Chief Executive Officer of URON
Inc.
from August 2006 until November 29,
2007.
|
(4) |
Mr.
Staehr became the Chief Financial Officer of URON Inc. effective
November
29, 2007, and continues to serve in that capacity since the Merger.
|
(5) |
Amounts
listed reflect the dollar amounts related to option awards recognized
for
financial statement reporting purposes with respect to the fiscal
years
indicated, in accordance with FAS 123(R) (disregarding the estimate
of
forfeitures related to service-based vesting conditions). Assumptions
used
in the calculation of these amount are included in footnote 7 to the
Company’s audited financial statements for the fiscal year ended December
31, 2007, which are set forth in ITEM 8
above.
|
URON
Inc. Executive Compensation Prior to the Merger
Prior
to
the Merger, URON Inc. did not pay any cash or cash-equivalent remuneration
to
any executive officer or any director during its last most recently completed
years ended December 31, 2006 and 2007. The Company issued no options, warrants,
restricted stock, or stock-based compensation to any officer or director during
the year ended December 31, 2006. In February 2007, the Company entered into
an
employment agreement with Donald Miller, thereby employing him as its Chief
Executive Officer. Under that employment agreement, Mr. Miller’s sole
compensation was the issuance of 50,000 shares of URON common stock (after
giving effect to the December 27, 2007 reverse stock split) with restricted
transferability. On November 29, 2007, in connection with the appointment of
Mr.
Christopher Larson as the Company’s President and Chief Executive Officer and
the resignation of Mr. Miller from such position, the Company and Mr. Miller
terminated the aforementioned employment agreement.
Also
on
November 29, 2007, in connection with their appointments as Chief Operating
Officer and Chief Financial Officer of URON Inc., respectively, Messrs. Quandahl
and Staehr received non-vested contingent options to purchase shares of Company
common stock at the per-share price of $0.01. Under their respective option
agreements, Mr. Staehr had the right to purchase up to 550,000 common shares
and
Mr. Quandahl had the right to purchase up to 400,000 common shares. By their
terms, the options did not vest or become exercisable until the Company engaged
in a change in control, as defined in the option agreements. The closing of
the
Merger constituted a change in control, as defined in such agreements. The
option agreements provided that the shares purchasable thereunder were not
to be
affected by any stock combination (i.e., reverse stock split) effected in
connection with the Merger. The value ascribed to the component of executive
compensation represented by the stock options, in accordance with FAS 123(R),
is
set forth in the Summary Compensation Table (see above) in column captioned
“Long-Term Compensation Awards - Securities Underlying Options.”
Wyoming
Financial Lenders, Inc. Executive Compensation Prior to the
Merger
Prior
to
the Merger, Wyoming Financial Lenders, Inc. paid cash compensation, but did
not
issue any options, warrants, restricted stock or other stock-based compensation,
to John Quandahl, its principal executive officer, during the years ended
December 31, 2006 and 2007. Wyoming Financial Lenders, Inc. did not have an
employment agreement with Mr. Quandahl during that time. Nevertheless, Wyoming
Financial Lenders, Inc. did have an arrangement with Mr. Quandahl at the time
of
the Merger to pay him an annual salary of $250,000.
Executive
Compensation Arrangements of the Company After the Merger
Since
the
Merger, the Company (on a combined basis) has not entered into and does not
have
any employment agreements with any named executives or any other members of
its
executive management. The Company’s current arrangement with Mr. Larson, its
President and Chief Executive Officer, is to pay him an annual salary of
$144,000.
The
Company’s current arrangement with Mr. Quandahl, its Chief Operating Officer, is
to pay him an annual salary of $250,000.
The
Company’s current arrangement with Mr. Staehr, its Chief Financial Officer, is
to pay him an annual salary of $120,000.
28
Outstanding
Equity Awards at Fiscal Year End
The
table
below sets forth certain information regarding unexercised options, as of
December 31, 2007, for each of the named executives identified in the Summary
Compensation Table (see above):
Option
Awards
|
||||||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|||||||||||
John
Quandahl
|
400,000
|
(1)
|
0
|
0
|
$
|
0.01
|
11/29/08
|
|||||||||
Christopher
Larson
|
0
|
0
|
0
|
-
|
-
|
|||||||||||
Donald
Miller
|
0
|
0
|
0
|
-
|
-
|
|||||||||||
Steven
Staehr
|
550,000
|
(1)
|
0
|
0
|
$
|
0.01
|
11/29/08
|
(1)
|
Option
was granted on November 29, 2007, subject to vesting upon a change
in
control of the Company. The Merger qualified as a change in control
of the
Company, as defined under the relevant option
agreement.
|
Employment
and Change-in-Control Agreements
The
Company does not currently have any employment or change-in-control agreements
with the named executives or any other current members of its executive
management. Nevertheless, the Company may consider entering into employment
agreements and change-in-control agreements with members of its senior
management.
Compensation
of Directors
Currently,
our directors receive no compensation pursuant to any standard arrangement
for
their services as directors. Nevertheless, we may in the future determine to
provide our directors with some form of compensation, either cash or options
or
contractually restricted securities.
29
ITEM 12. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
|
As
of the
close of business on March 31, 2008, the Company had outstanding two classes
of
voting securities—common stock, of which there were 9,014,644 shares issued and
outstanding; and Series A Convertible Preferred Stock, of which there were
10,000,000 shares issued and outstanding. Each share of capital stock is
currently entitled to one vote on all matters put to a vote of our shareholders.
The following table sets forth the number of common shares, and percentage
of
outstanding common shares, beneficially owned as of March 31, 2008,
by:
· |
each
person known by the Company to be the beneficial owner of more than
five
percent of the Company’s outstanding common
stock
|
· |
each
current director
|
· |
each
executive officer of the Company and other persons identified as
a named
executive officer in Item 11 above,
and
|
· |
all
current executive officers and directors as a
group.
|
Unless
otherwise indicated, the address of each of the following persons is 2201 West
Broadway, Suite 1, Council Bluffs, Iowa 51501, and each such person has sole
voting and investment power with respect to the shares set forth opposite his,
her or its name.
Name
and Address
|
Common
Shares Beneficially
Owned (1)
|
Percentage
of Common
Shares (1)
|
|||||
Christopher
Larson (2)
|
1,861,290
|
20.6
|
%
|
||||
Steven
Staehr (3)
|
966,667
|
10.7
|
%
|
||||
John
Quandahl (4)
|
400,000
|
4.4
|
%
|
||||
John
H. Klaasen IV (5)
|
0
|
*
|
|||||
James
Mandel (6)
|
470
|
*
|
|||||
Mark
Houlton (7)
|
416,667
|
4.6
|
%
|
||||
Robert
W. Moberly (8)
|
11,125,000
|
58.5
|
%
|
||||
All
current executive officers and directors as a group (9)
|
14,770,094
|
77.7
|
%
|
||||
Donald
Miller (10)
9449
Science Center Drive
New
Hope, MN 55428
|
61,354
|
*
|
|||||
WERCS
(11)
400
East First Street
PO
Box 130
Casper,
WY 82602
|
11,125,000
|
58.5
|
%
|
||||
Lantern
Advisors, LLC (12)
80
South Eighth Street, Suite 900
Minneapolis,
MN 55402
|
713,310
|
7.6
|
%
|
||||
Mill
City Ventures, LP (13)
80
South Eighth Street, Suite 900
Minneapolis,
MN 55402
|
800,000
|
8.9
|
%
|
||||
Joseph
A. Geraci, II (14)
80
South Eighth Street, Suite 900
Minneapolis,
MN 55402
|
1,513,310
|
16.1
|
%
|
*
less
than 1%
30
(1) |
Beneficial
ownership is determined in accordance with the rules of the SEC,
and
includes general voting power and/or investment power with respect
to
securities. Shares of common stock issuable upon exercise of options
or
warrants that are currently exercisable or exercisable within 60
days of
the record rate, and shares of common stock issuable upon conversion
of
other securities currently convertible or convertible within 60 days,
are
deemed outstanding for computing the beneficial ownership percentage
of
the person holding such securities but are not deemed outstanding
for
computing the beneficial ownership percentage of any other
person.
|
(2) |
Mr.
Larson became the Company’s Chief Executive Officer on November 29, 2007.
All shares reflected in the table are outstanding common
shares.
|
(3) |
Mr.
Staehr became the Company’s Chief Financial Officer on November 29, 2007.
All shares reflected in the table are outstanding common
shares.
|
(4) |
Mr.
Quandahl became the Company’s Chief Operating Officer on November 29,
2007. All shares reflected in the table are outstanding common
shares.
|
(5) |
Mr.
Klaasen became a director of the Company on December 31,
2007.
|
(6) |
Mr.
Mandel became a director of the Company on December 31,
2007.
|
(7) |
Mr.
Houlton became a director of the Company on December 31, 2007. All
shares
reflected in the table are outstanding common
shares.
|
(8) |
Mr.
Moberly became a director of the Company on December 31, 2007. Mr.
Moberly
is the Chief Operating Officer of WERCS, a Wyoming corporation, which
was
the sole stockholder of Wyoming Financial Lenders, Inc. prior to
its
acquisition by URON effective December 31, 2007. All shares reflected
in
the table as beneficially owned by Mr. Moberly are issuable upon
conversion of an equal number of shares of Series A Convertible Preferred
Stock held of record by WERCS.
|
(9) |
Includes
Messrs. Larson, Staehr, Quandahl, Klaasen, Mandel, Houlton and
Moberly.
|
(10) |
Mr.
Miller was the Company’s Chief Executive Officer during 2007 until
November 29, 2007. Mr. Miller served as the Company’s sole director until
December 31, 2007.
|
(11) |
WERCS
is a Wyoming corporation that was the sole stockholder of Wyoming
Financial Lenders, Inc. prior to its acquisition by URON effective
December 31, 2007. All shares beneficially owned by WERCS are common
shares issuable upon conversion of Series A Convertible Preferred
Stock.
Investment and voting control over the shares beneficially owned
by WERCS
is exercised by Robert W. Moberly, the Chief Operating Officer of
such
entity.
|
(12) |
Lantern
Advisers, LLC is a Minnesota limited liability company beneficially
owned
by Mr. Joseph A. Geraci, II and Douglas Polinsky, each of whom share
investment and voting control. 400,000 share reflected in the table
are
issuable upon exercise of a
warrant.
|
(13) |
Mill
City Ventures, LP is a Minnesota limited partnership the securities
of
which are beneficially held by Mill City Advisors LLC, a Minnesota
limited
liability company that serves as the general partner to Mill City
Ventures, LP. Investment and voting control over the shares beneficially
owned by Mill City Advisors LLC is exercised by Joseph A. Geraci,
II, the
Chief Manager of such company.
|
(14) |
Joseph
A. Geraci, II possesses beneficial ownership of securities held by
Lantern
Advisers, LLC and Mill City Ventures, LP. See footnotes 12 and 13
above.
Mr. Geraci disclaims beneficial ownership of such shares except to
the
extent of any pecuniary interest
therein.
|
31
ITEM 13. |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
|
Certain
Relationships and Related Transactions
Management
Agreement with Multiband Corporation.
The
Company is party to a management agreement with Multiband Corporation for
personnel and office support (including operations and accounting). URON
incurred service fees to Multiband Corporation in the amount of $56,570 for
the
year ended December 31, 2006. Don Miller, our sole director during this period,
was also the Chairman of the Board of Directors of Multiband. During such time,
Mr. Miller was also our Chief Executive Officer. The Board of Directors believes
that the fees paid and payable to Multiband Corporation pursuant to the
management agreement are at market rate.
Certain
Equity and Equity-Linked Transactions.
On
November 29, 2007, the Company entered into three separate transactions. In
one
transaction, the Company issued a warrant to Lantern Advisers, LLC, a Minnesota
limited liability company and then a holder of more than ten percent of the
Company’s outstanding common stock. The warrant provides Lantern Advisers with
the right, for a period of five years, to purchase up to 400,000 shares of
our
common stock at the per-share price of $0.01.
In
another transaction on the same date, the Company entered into a Common Stock
Purchase Agreement with Christopher Larson, who was appointed Chief Executive
Officer of the Company on that date. Under the Common Stock Purchase Agreement,
Mr. Larson had the right to purchase 1,071,875 shares of common stock for an
aggregate purchase price of $500,000 by December 31, 2007. Among other terms
and
conditions, the agreement provided that the shares purchasable thereunder were
not to be affected by any stock combination (i.e., reverse stock split) effected
in connection with the Merger.
In
the
third transaction on the same date, the Company also issued options, pursuant
to
the terms and conditions set forth in option agreements, to various executive
and non-executive management personnel. In total, the Company entered into
option agreements with nine persons, obligating the Company to issue up to
a
maximum aggregate of 1,600,000 shares of common stock at the per-share price
of
$0.01. Among the optionees, the Company entered into option agreements with
Messrs. Steven Staehr and John Quandahl, who were respectively appointed as
Chief Financial Officer and Chief Operating Officer of the Company on that
same
date. Under their respective option agreements, Mr. Staehr had the right to
purchase 550,000 shares and Mr. Quandahl had the right to purchase 400,000
shares. Upon issuance, the options were not vested or exercisable until the
Company engaged in a change in control (as defined in such agreements). The
closing of the Merger constituted a change in control, as defined in the option
agreements. The option agreements provided that the shares purchasable
thereunder were not to be affected by any stock combination (i.e., reverse
stock
split) effected in connection with the Merger.
Subscriptions
for Shares of Common Stock.
In
addition to the purchase of shares of common stock by Mr. Larson in the
equity
financing undertaken in connection with the Merger, Steve Staehr (the Company’s
Chief Financial Officer), Mark Houlton (a director-appointee under the
terms of
the Merger Agreement), and Mill City Ventures, LP (a Minnesota limited
partnership beneficially owned by Mr. Joseph A. Geraci, II, a beneficial
owner
of more than ten percent of the common equity of the Company) also subscribed
for shares of the Company’s common stock in such financing. Mr. Staehr purchased
416,667 shares for an aggregate of $500,000; Mr. Houlton purchased 416,667
shares for an aggregate of $500,000; and Mill City Ventures, LP purchased
800,000 shares for an aggregate of $960,000. The subscription agreements
pursuant to which such persons and entities purchased shares in the financing
involved the same terms and conditions as other purchasers in such financing
(excepting Mr. Larson, whose Common Stock Purchase Agreement is discussed
above).
Exchange
Agreement with National Cash & Credit.
On
February 26, 2008, the Company entered into an Exchange Agreement with National
Cash & Credit, LLC, a Minnesota limited liability company, and the members
of National Cash & Credit. Under the Exchange Agreement, the members of
National Cash & Credit assigned all of the outstanding membership interests
in National Cash & Credit to the Company in exchange for the Company’s
issuance to such members of an aggregate of 1,114,891 shares of common stock
and
a cash payment of $100,000. The closing of the transactions contemplated
by the
Exchange Agreement occurred effective as of February 26, 2008, simultaneously
with the effectiveness of the agreement itself.
The
Exchange Agreement contained customary representations, warranties and covenants
of the parties and indemnification obligations relating thereto which survive
until the Company’s annual report on Form 10-K, for the year ended December 31,
2008, has been filed with the SEC (with certain exceptions for claims that
may
be based fraud of willful misconduct).
32
Christopher
Larson, the Company’s Chief Executive Officer and President, held a direct and
indirect material financial interest in National Cash by virtue of membership
interests held directly in his name and his ownership of interests in two
separate limited liability companies that owned membership interests in National
Cash. The ownership of Mr. Larson in National Cash and the material terms and
conditions of the Exchange Agreement were disclosed to the Company’s Board of
Directors, which approved the Exchange Agreement and the transactions
contemplated thereby.
Director
Independence and Related Matters
The
Company currently has three directors, Messrs. James Mandel, Mark Houlton and
John H. Klaasen IV, who are “independent” as that term is defined in Section
4200(a)(15) of National Association of Securities Dealers’ listing standards.
The Company, however, is not subject to those listing standards because its
common stock is not listed for trading on a Nasdaq market and trades only on
the
OTC Bulletin Board.
The
Company’s Board of Directors has a standing audit committee and compensation
committee, and each of the above-named independent directors are the only
directors serving on such committees. For more information, please see the
caption “Committees of the Board of Directors” under ITEM 10 above.
ITEM 14. |
PRINCIPAL
ACCOUNTANT FEES AND
SERVICES.
|
General
The
Board
of Directors and management of the Company are committed to the quality,
integrity and transparency of the Company’s financial reports. The Company’s
independent accountants play an important role in the Company’s system of
financial control. The Company’s Board of Directors has appointed Lurie Besikof
Lapidus & Company, LLP (“Lurie Besikof”), as the Company’s independent
registered public accounting firm. The appointment of Lurie Besikof was recently
ratified by the shareholders of the Company at a special meeting held on March
17, 2008.
Fees
Billed to Company by its Independent Registered Public Accounting
Firm
The
following table presents fees for professional audit services, tax services
and
other services rendered by the Company’s independent registered public
accounting firms during or related to the fiscal years ended December 31, 2006
and 2007.
Fiscal
Year Ended
December
31, 2006 (1)
|
Fiscal
Year Ended
December
31, 2007
|
||||||
Audit
Fees (1)
|
$
|
41,580
|
312,825
|
||||
Tax
Fees (2)
|
4,225
|
0
|
|||||
All
Other Fees (3)
|
0
|
0
|
|||||
Total
Fees
|
$
|
45,805
|
312,825
|
(1) | All services rendered during or related to the fiscal year ended December 31, 2006 were rendered by Virchow Krause & Company, LLP. All services rendered during or related to the fiscal year ended December 31, 2007 were rendered by Lurie Besikof. Audit Fees consist of fees for professional services rendered for the audit of the consolidated financial statements of the Company and review of quarterly SEC filings. |
(2) |
Tax
Fees consist of fees for tax compliance, tax advice and tax
planning.
|
(3) |
All
Other Fees typically consist of fees for permitted non-audit products
and
services rendered.
|
33
Pre-approval
Policy
The
written charter of the audit committee provides that all non-audit accounting
services that are permitted to be performed by the Company’s independent
registered certified public accounting firm under applicable rules and
regulations must be pre-approved by the audit committee or by designated members
of the audit committee, other than with respect to de minimis exceptions
permitted under the Sarbanes-Oxley Act of 2002. The audit committee was formed
and its charter adopted on February 2, 2008.
Prior
to
or as soon as practicable following the beginning of each fiscal year, a
description of the audit, audit-related, tax, and other services expected to
be
performed by the independent registered certified public accounting firm in
the
following fiscal year will be presented to the audit committee for approval.
Following such approval, any requests for audit-related, tax, and other
non-audit services not presented and pre-approved must be submitted to the
audit
committee for specific pre-approval and cannot commence until such approval
has
been granted.
Normally,
pre-approval is provided at regularly scheduled meetings. Nevertheless, the
authority to grant specific pre-approval between meetings, as necessary, may
be
delegated to the Chair of the audit committee. The Chair must update the audit
committee at the next regularly scheduled meeting of any services that were
granted specific pre-approval.
PART
IV
ITEM 15. |
EXHIBITS
AND FINANCIAL STATEMENT
SCHEDULES.
|
The
following documents are filed as part of this annual report:
(1) Financial
Statements (see Item 8 — Index to Consolidated Financial
Statements).
(2) Financial
Statement Schedules — not applicable.
(3) Exhibits
(see Exhibit Index).
34
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
URON
INC.
|
||
|
|
|
/s/ Christopher Larson | ||
Christopher
Larson
President
and Chief Executive Officer
|
||
Date: April 7, 2008 |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the registrant and in
the
capacities and on the dates indicated.
Name
|
Title(s)
|
Date
|
||
/s/ Christopher Larson | ||||
Christopher Larson |
President,
Chief Executive Officer and Director
(Principal
Executive Officer)
|
April
7, 2008
|
||
/s/ Steven Staehr | ||||
Steven Staehr |
Chief
Financial Officer
(Principal
Financial Officer)
|
April
7, 2008
|
||
Robert W. Moberly |
Director
|
|
||
/s/ Jim Mandel | ||||
James L. Mandel |
Director
|
April
7, 2008
|
||
/s/ Mark Houlton | ||||
Mark Houlton |
Director
|
April
7, 2008
|
||
/s/ John H. Klaasen IV | ||||
John H. Klaasen IV |
Director
|
April
7, 2008
|
35
Exhibit
Index
The
following exhibits are filed as a part of this Annual Report on Form
10-K:
Exhibit
No.
|
Description
|
|
2.1
|
Agreement
and Plan of Merger and Reorganization dated December 13, 2007, by
and
among URON Inc. (the registrant), WFL Acquisition Corp., a Wyoming
corporation and wholly owned subsidiary of the registrant, and Wyoming
Financial Lenders, Inc., a Wyoming corporation (incorporated by reference
to Exhibit 2.1 to the registrant’s current report on Form 8-K filed on
December 14, 2007).
|
|
2.2
|
Exchange
Agreement with National Cash & Credit, LLC and certain members of
National Cash & Credit, LLC, dated February 26, 2008 (filed
herewith).
|
|
3.1
|
Amended
and Restated Articles of Incorporation, filed with the Minnesota
Secretary
of State on May 25, 2007 (filed
herewith)
(see also Exhibits 3.2 and 3.4 below).
|
|
3.2
|
Amendment
to Amended and Restated Articles of Incorporation, filed with the
Minnesota Secretary of State on December 27, 2007 (filed
herewith).
|
|
3.3
|
Articles
of Merger relating to the merger of WFL Acquisition Corp. with and
into
Wyoming Financial Lenders, Inc. (incorporated by reference to Exhibit
3.1
to the registrant’s current report on Form 8-K filed on January 7, 2008)
(see also Exhibit 2.1 above).
|
|
3.4
|
Certificate
of Designation for Series A Convertible Preferred Stock (incorporated
by
reference to Exhibit 3.2 to the registrant’s current report on Form 8-K
filed on January 7, 2008).
|
|
3.5
|
Amendment
to Articles of Incorporation, filed with the Minnesota Secretary
of State
on March 18, 2008 (filed
herewith).
|
|
3.6
|
Corporate
bylaws, as amended (filed
herewith).
|
|
10.1
|
Common
Stock Purchase Warrant issued to Lantern Advisers, LLC, on November
29,
2007 (filed
herewith).
|
|
10.2
|
Common
Stock Purchase Warrant issued to Donald Miller on July 5, 2007
(filed
herewith).
|
|
10.3
|
2008
Stock Incentive Plan (filed
herewith).
|
|
10.4
|
Form
of Subscription Agreement entered into with purchasers of common
stock on
or about December 31, 2007 (filed
herewith).
|
|
10.5
|
URON
Management Agreement, dated August 1, 2006 (incorporated by reference
to
Exhibit 10.1 to the registrant’s Form 10-QSB for the quarter ended June
30, 2006).
|
36
14
|
Code
of Ethics (incorporated by reference to Exhibit 14 to the registrant’s
annual report on Form 10-KSB for the year ended December 31,
2006).
|
|
16
|
Letter
from Virchow Krause & Company, LLP (incorporated by reference to
Exhibit 16.1 to the registrant’s current report on Form 8-K filed on
February 19, 2008).
|
|
21
|
List
of Subsidiaries (filed
herewith).
|
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed
herewith).
|
|
31.2 | Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith). | |
32.1
|
Certification
pursuant to Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act of 2002 (filed
herewith).
|
|
32.2 |
Certification
pursuant to Section 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act of 2002 (filed
herewith).
|
37