WESTWATER RESOURCES, INC. - Quarter Report: 2007 September (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

 

For the quarterly period ended September 30, 2007

 

Or

 

 

For the transition period from                  to

Commission file number 0-17171

URANIUM RESOURCES, INC.

(Exact Name of Issuer as Specified in Its Charter)

 

405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, Texas 75067

(Address of Principal Executive Offices)

(972) 219-3330

(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x  Yes    o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12-b2 of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act).

o  Yes    x  No

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

 

URANIUM RESOURCES, INC.

2007 THIRD QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets- September 30, 2007 (Unaudited) and December 31, 2006
		Consolidated Statements of Operations–three and nine months ended September 30, 2007 and 2006 (Unaudited)
		Consolidated Statements of Cash Flows–three and nine months ended September 30, 2007 and 2006 (Unaudited)
		Notes to Consolidated Financial Statements—September 30, 2007 (Unaudited)
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk
	Item 4.	Controls and Procedures
PART II—OTHER INFORMATION
	Item 1.	Legal Proceedings
	Item 1A.	Risk Factors
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3.	Defaults Upon Senior Securities
	Item 4.	Submission of Matters to a Vote of Security Holders
	Item 5.	Other Information
	Item 6.	Exhibits and Reports on Form 8–K
SIGNATURES
Index to Exhibits

 

2

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

 

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

 

 

 

3

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

		September 30, 2007			December 31, 2006
		(Unaudited)
Current liabilities:
Accounts payable		$	3,064,514		$	1,994,184
Current portion of restoration reserve		1,146,201			1,520,192
Accrued interest and other accrued liabilities		2,237,978			816,877
Current portion of long-term debt		235,913			201,804
Total current liabilities		6,684,606			4,533,057
Other long-term liabilities and deferred credits		4,134,432			3,998,229
Long-term debt, less current portion		646,527			635,691
Commitments and contingencies (Notes 1, 2 and 5)
Shareholders’ equity:
Common stock, $.001 par value, shares authorized: 200,000,000; shares issued and outstanding (net of treasury shares): 2007—52,275,929; 2006—51,791,339		52,314			51,829
Paid-in capital		130,333,481			126,252,871
Accumulated deficit		(87,608,405		)	(89,525,887		)
Less: Treasury stock (38,125 shares), at cost		(9,418		)	(9,418		)
Total shareholders’ equity		42,767,972			36,769,395
		$	54,233,537		$	45,936,372

 

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

 

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URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended September 30,						Nine Months Ended September 30,
		2007			2006			2007				2006
Revenues:
Uranium sales—		$	10,387,408		$	2,765,606		$	22,924,284			$	5,678,965
Total revenue		10,387,408			2,765,606			22,924,284				5,678,965
Costs and expenses:
Cost of uranium sales—
Royalties and commissions		1,296,644			241,523			2,717,586				490,849
Operating expenses		1,998,220			1,556,587			5,341,294				4,674,015
Accretion/amortization of restoration reserve		126,119			86,171			433,320				360,479
Depreciation and depletion		1,428,387			2,425,327			4,726,400				3,814,416
Exploration expenses		—			—			—				234,646
Impairment of uranium properties		—			3,260,201			—				3,260,201
Gain on derivatives		—			—			—				(34,820,947		)
Total (gain on) cost of uranium sales		4,849,370			7,569,809			13,218,600				(21,986,341		)
Earnings (loss) from operations before corporate expenses		5,538,038			(4,804,203		)	9,705,684				27,665,306
Corporate expenses—
General and administrative		3,575,420			1,557,083			8,266,664				4,214,096
Depreciation		23,506			9,949			69,690				23,008
Total corporate expenses		3,598,926			1,567,032			8,336,354				4,237,104
Earnings (loss) from operations		1,939,112			(6,371,235		)	1,369,330				23,428,202
Other income (expense):
Interest expense		(6,372		)	(1,370		)	(18,738			)	(5,703		)
Interest and other income, net		221,949			383,549			566,890				630,494
Net earnings (loss)		$	2,154,689		$	(5,989,056	)	$		1,917,482		$	24,052,993
Net earnings (loss) per common share:*
Basic		$	0.04		$	(0.12	)	$		0.04		$	0.51
Diluted		$	0.04		$	(0.12	)	$		0.03		$	0.48
Weighted average common shares and common equivalent shares per share data:*
Basic		52,266,199			51,735,089			52,059,849				47,184,096
Diluted		56,020,832			51,735,089			55,867,860				49,804,986

*                         Net earnings (loss) per share and weighted average common shares information reflects the effect of a reverse 1 for 4 stock split made effective April 11, 2006.

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

 

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URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Nine Months Ended September 30,
		2007		2006
Net earnings		$1,917,482		$24,052,993
Reconciliation of net earnings to cash provided by (used in) operations—
Gain on derivatives		—		(34,820,947	)
Accretion/amortization of restoration reserve		433,320		360,479
Depreciation and depletion		4,796,090		3,837,424
Decrease in restoration and reclamation accrual		(982,220	)	(684,979	)
Stock compensation expense		3,191,867		1,228,619
Impairment of uranium properties		—		3,260,201
Other non-cash items, net		637,050		318,342
Effect of changes in operating working capital items—
Increase in receivables		(1,701,457	)	(577,557	)
Decrease in inventories		177,357		42,999
Increase in prepaid and other current assets		(681,566	)	(295,483	)
Increase in payables, accrued liabilities and deferred credits		2,491,431		1,427,497
Net cash provided by (used in) operations		10,279,354		(1,850,412	)
Investing activities:
Increase in certificates of deposit, restricted		(2,921,961	)	(665,966	)
Settlement of derivative instrument		—		(12,000,000	)
Additions to property, plant and equipment—
Kingsville Dome		(5,658,840	)	(8,499,106	)
Vasquez		(541,432	)	(3,078,092	)
Rosita		(3,943,074	)	(1,047,125	)
Rosita South		(1,330,794	)	(83,837	)
Churchrock		(463,953	)	(268,866	)
Crownpoint		(127,726	)	(66,621	)
Other property		(2,246,267	)	(330,386	)
Net cash used in investing activities		(17,234,047	)	(26,039,999	)
Financing activities:
Payments on borrowings		(195,700	)	(11,473	)
Issuance of common stock, net		889,228		48,515,846
Net cash provided by financing activities		693,528		48,504,373
Net increase (decrease) in cash and cash equivalents		(6,261,165	)	20,613,962
Cash and cash equivalents, beginning of period		20,176,771		5,852,716
Cash and cash equivalents, end of period		$13,915,606		$26,466,678

 

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

 

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Uranium Resources, Inc.

Notes to Consolidated Financial Statements September 30, 2007 (Unaudited)

 

1.                                      BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Item 310(b) of Regulation S-K.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  The accompanying statements should be read in conjunction with the audited financial statements included in the Company’s 2006 Annual Report on Form 10-K/A.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 2007.

 

Reverse Stock Split

 

On March 29, 2006 the Company’s Board of Directors declared a 1 for 4 reverse stock split for stockholders of record on April 10, 2006, effective April 11, 2006.  The split was approved by stockholders at the 2005 Annual Meeting of Stockholders.  All common stock share amounts, earnings per share data and references to the common stock of the Company in this report are stated on a post-split basis.

 

2.                                      DESCRIPTION OF BUSINESS

 

URI was organized in 1977 to mine uranium in the United States using the in situ recovery (“ISR”) mining process. From 1988 through 1999 we produced about 6.1 million pounds of uranium from two South Texas properties, 3.5 million pounds from Kingsville Dome and 2.6 million pounds from Rosita.

 

In 1999 we shut-in our production because of depressed uranium prices.  When uranium prices reached a level where it was prudent to commence operations the company began producing at its Vasquez property in South Texas in the fourth quarter of 2004.  Production at Kingsville Dome began in the second quarter of 2006.

 

The financial statements of the Company have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

3.                                      DISCLOSURE OF NON-CASH TRANSACTIONS

 

The following non-cash transaction occurred in the first nine months of 2007 and 2006:

 

During the first nine months of 2007 and 2006, the Company entered into capital leases to acquire property, plant and equipment items including logging trucks and office computers and equipment totaling $211,000 and $256,000, respectively.  The outstanding balance of the capital leases was $432,000 at September 30, 2007.

 

In March 2006, 103,896 shares of the Company’s Common Stock were issued in connection with the conversion of the Convertible Notes described in Footnote 8.

 

4.                                      URANIUM PROPERTIES

 

Vasquez Project

The Vasquez project commenced production in the fourth quarter of 2004.  Since its start-up and through September 30, 2007, the project has produced 621,600 pounds of uranium. In the first nine months of 2007 we produced 70,300 pounds.  In the third quarter of 2007 we incurred wellfield development expenditures of $100,000 in preparation of a new wellfield and additional production at Vasquez.  As production from depleted wellfields at Vasquez declines we are beginning preparations for restoration activities in those wellfields at this project.

 

 

 

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Kingsville Dome Project

We began production from Production Area Authorization (“PAA”) #3 at Kingsville Dome at the end of January 2007, which was the first new production from this PAA.  Production from PAA #3 was 260,300 pounds in the first nine months of 2007 and Kingsville Dome produced a total of 278,300 pounds for the first nine months of 2007.

 

During the first nine months of 2007 wellfield delineation and development work has been ongoing on additional wellfields in PAA #3 at Kingsville Dome, where $3.0 million of wellfield capital expenditures have been made related to future wellfields not yet on-line.

 

Rosita/Rosita South

 

Capital expenditures for our Rosita and Rosita South projects totaled $5.3 million in the first nine months of 2007.  These costs were made to upgrade the Rosita plant and elution circuit and construction of a drying facility at Rosita and for wellfield development at Rosita and wellfield evaluation at Rosita South.  The timing of production from Rosita and Rosita South will be dependent on the results of our drilling program.

 

5.                                      CONTRACT COMMITMENTS

 

Amendment to Uranium Sales Contracts

 

In March 2006 we entered into a new contract with Itochu Corporation (“Itochu”) and a new contract with UG U.S.A., Inc. (“UG”) that supersede the previously existing contracts.  Each of the new contracts provides for delivery of one-half of our actual production from our Vasquez property and other properties in Texas currently owned or hereafter acquired by the Company (excluding certain large potential exploration plays). The terms of such contracts are summarized below.

 

The Itochu Contract. Under the Itochu contract all production from the Vasquez property will be sold at a price equal to the average spot price for the eight weeks prior to the date of delivery less $6.50 per pound, with a floor for the spot price of $37 and a ceiling of $46.50. Other Texas production will be sold at a price equal to the average spot price for the eight weeks prior to the date of delivery less $7.50 per pound, with a floor for the spot price of $37 and a ceiling of $43. On non-Vasquez production the price paid will be increased by 30% of the difference between actual spot price and the $43 ceiling up to and including $50 per pound. If the spot price is over $50 per pound the price on all Texas production will be increased by 50% of such excess. The floor and ceiling and sharing arrangement over the ceiling applies to 3.65 million pounds of deliveries, after which there is no floor or ceiling. Itochu has the right to cancel any deliveries on six-month’s notice.

 

In December 2005 we entered into a joint venture with Itochu to develop our Churchrock property in New Mexico.  Under the terms of the joint venture, both parties must make an investment decision after the completion of a feasibility study, which was completed at the end of 2006. If Itochu should terminate the venture at that time, we would no longer receive the additional price of 30% of the excess between $43 and $50 per pound outlined above. If we should terminate the venture at that time, the original contract terms will be reinstated from that time forward.  The parties have extended the preliminary investment decision until February 1, 2008.

 

The UG Contract. Under the UG contract all production from the Vasquez property and other Texas production will be sold at a price equal to the month-end long-term contract price for the second month prior to the month of delivery less $6 per pound until (i) 600,000 pounds have been sold in a particular delivery year and (ii) an aggregate of 3 million pounds of Uranium has been sold. After the 600,000 pounds in any year and 3 million pounds total have been sold, UG will have a right of first refusal to purchase other Texas production at a price equal to the average spot price for a period prior to the date of delivery less 4%. In consideration of UG’s agreement to restructure its previously existing contract, we paid UG $12 million in cash with funds raised in our equity offering completed in April 2006.

 

 

 

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Derivative Financial Instruments

The Company determined that its long-term uranium sales contracts in effect prior to March 2006 met the definition of derivative financial instruments for financial statement reporting purposes.  Changes in the Company’s derivatives represent non-cash charges to earnings for the present value of the loss the Company would incur in the event it would be required to purchase uranium in the spot market to satisfy the delivery obligations under the uranium sales contracts.  The Company has not entered into hedge transactions with respect to its uranium sales contracts.

6.             STOCK BASED COMPENSATION

Adoption of SFAS 123(R)

 

Effective January 1, 2006, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standard 123(R) “Share-Based Payment” (“SFAS 123(R)”) using the modified prospective transition method. In addition, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 “Share-Based Payment” (“SAB 107”) in March, 2005, which provides supplemental SFAS 123(R) application guidance based on the views of the SEC. Under the modified prospective transition method, compensation cost recognized in the quarter ended March 31, 2006 and beyond includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all share-based payments granted beginning January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). In accordance with the modified prospective transition method, results for prior periods have not been restated.

 

The adoption of SFAS 123(R) resulted in stock compensation expense for the three months ended September 30, 2007 and 2006 of $1.636 million and $432,000, respectively, and $3.192 million and $1.229 million, respectively for the nine months ended September 30, 2007 and 2006. Stock compensation expense is recorded as a component of general and administrative expenses for each period. The Company did not recognize a tax benefit from the stock compensation expense because the Company considers it is more likely than not that the related deferred tax assets, which have been reduced by a full valuation allowance, will not be realized.

 

The Black-Scholes option-pricing model was used to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility, the expected pre-vesting forfeiture rate and the expected option term (the amount of time from the grant date until the options are exercised or expire). Expected volatility was calculated based upon actual historical stock price movements through the measurement date of the stock option grant. Expected pre-vesting forfeitures were estimated based on actual historical pre-vesting forfeitures over the most recent periods ending September 30, 2007 for the expected option term. The expected option term was estimated based on historical averages over the most recent periods ending September 30, 2007.

 

A total of 100,000 new option grants were made to a non-employee director of the Company in April 2007 at a grant price of $9.25 per share.  This grant was subject to approval of and amendment to the 2004 Director’s Stock Option Plan that was approved at the Annual Meeting of Stockholders on July 12, 2007.  As such grant was subject to stockholder approval, the stock compensation expense related to these options was recognized upon the approval date of July 12, 2007.  A total of 200,000 new option grants were made in July 2007, under the 2004 Director’s Stock Option Plan at grant prices of $11.32 per share to the non-employee directors of the Company in connection with the reappointment of the previous directors at the Annual Shareholders Meeting and the appointment of an additional director.

 

Using the Black-Scholes option pricing model, the weighted average assumptions for grants in April and July 2007: fair market value: $11.14 and $11.12, expected volatility of 148.1% and 148.1% and risk-free interest rates of 4.6% and 4.6%.  An expected life of 9.62 years was used for the options granted.  The weighted average fair value of the options granted was $11.32.

 

A total of 100,000 new option grants were made to the non-employee directors of the Company in June 2006 at grant prices of $5.15 and $5.13 per share.  Using the Black-Scholes option pricing model, the weighted average assumptions for grants in 2006: fair market value: $5.13 and $5.11, expected volatility of 184.7% and 184.7% and

 

 

 

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risk-free interest rates of 5.20% and 5.09%.  An expected life of 9.31 years was used for the options granted.  The weighted average fair value of the options granted in 2006 was $5.12.

 

Stock Options as of the Nine Months Ended September 30, 2007 and 2006

 

Employee Stock Options

 

The Company has two stock Incentive Plans for Employees, both of which were approved by the Company’s stockholders.  Under the 1995 Stock Incentive Plan (the “1995 Plan”) 2,260,572 shares may be purchased upon the exercise of outstanding options at September 30, 2007, with exercise prices ranging from $0.76 to $11.75 per share.  No new options may be granted under the 1995 Plan.

 

Under the Company’s 2004 Stock Incentive Plan (the “2004 Plan”) a total of 1,750,000 shares may be issued upon exercise of options granted under the 2004 Plan. At September 30, 2007 there were outstanding under the 2004 Plan options for the purchase of 1,589,159 shares of Common Stock at exercise prices ranging from $2.96 to $5.19 per share. At September 30, 2007, 30,500 shares were available for future grants under the 2004 Plan.

 

Employee stock options generally vest ratably over a 3 or 4 year time frame and have a contractual term of 10 years.

 

Directors Stock Options

 

On June 19, 2001, the Company granted to certain outside directors options to purchase 75,000 shares of the Company’s Common Stock at an exercise price of $0.88 per share.  All such options were immediately exercisable and will expire June 19, 2011 or 30 days after the holder ceases to be a director of the Company or one year after such holder’s death, whichever occurs first.  25,000 of these options have been exercised and 25,000 of these options have expired unexercised and 25,000 remain outstanding as of September 30, 2007.

 

On June 2, 2004 the Company adopted the 2004 Directors’ Stock Option Plan (the “2004 Directors’ Plan”). Under the 2004 Directors’ Plan, each non-employee director on the date the Plan was adopted was granted an option to purchase 75,000 shares of Common Stock. Each non-employee Director elected or appointed to the Board of Directors for the first time will be granted an option to purchase 25,000 shares of Common Stock and, each Non-Employee Director shall be granted an option to purchase 25,000 shares either, (a) upon his or her reelection at an annual meeting of the Company’s stockholders or (b) in any calendar year in which an annual meeting of stockholders is not held, on June 1 of such year. In June 2006, the Directors’ Stock Option Plan was amended to increase the initial grants to non-employee Directors to 50,000 shares of Common Stock.  The 2004 Directors’ Plan replaces an earlier plan that expired in 2004. Stock options under the 2004 Directors’ Plan vest ratably over a 4 year time frame or such other vesting schedule as designated by the Compensation Committee of the Board of Directors.  All option grants have a contractual term of 10 years.  The Compensation Committee may also make discretionary option awards under this plan.

 

At the June 2006 annual meeting of the stockholders, each of the non-employee directors of the Company was granted an option under the 2004 Directors Plan to purchase 25,000 shares of the Company’s common stock at an exercise price of $5.15 per share. In June and October 2006 options to purchase 50,000 shares of the Company’s Common Stock were granted to two new non-employee directors of the Company at exercise prices of $5.13 and $2.97, respectively.  The non-employee directors hold options covering 606,250 shares under the 2004 Directors’ Plan at September 30, 2007. At September 30, 2007, 600,000 shares were available for future grants under the 2004 Directors’ Plan.

 

A total of 100,000 new option grants were made to a non-employee director of the Company in April 2007 at a grant price of $9.25 per share subject to the approval of amendments to the 2004 Directors’ Stock Option Plan that was voted on at the Annual Meeting of Stockholders held on July 12, 2007.  Such approval was granted at the July 12, 2007 Annual Meeting.  A total of 200,000 new option grants were made at grant prices of $11.32 per share to the non-employee directors of the Company in July 2007 in connection with the reappointment of the previous directors at the Annual Shareholders Meeting and the appointment of an additional director.

 

 

 

10

 

 

The following table summarizes stock options outstanding and changes during the nine months period ended September 30, 2007:

 

		Outstanding Options
		Number of Shares		Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Options outstanding at January 1, 2007		4,725,209		$	1.47
Granted		300,000		10.63
Exercised		(484,590	)	$	1.84
Canceled or forfeited		(58,575	)	$	14.96
Options outstanding at September 30, 2007		4,482,044		$	2.88		7.50		$	29,189,558
Options exercisable at September 30, 2007		2,665,291		$	2.07		6.85		$	19,500,765

 

Shares available for grant under the Plans as of September 30, 2007 were 630,500.

Stock options outstanding and currently exercisable at September 30, 2007 are as follows:

 

		Options Outstanding							Options Exercisable
Stock Option Plan		Number of Options Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise price			Number of Options Exercisable		Weighted Average Exercise Price
1995 Stock Incentive Plan		2,260,572		6.51		$	1.50		1,777,033		$	1.41
2004 Employee Incentive Plan		1,589,159		8.45		3.42			693,445		3.29
Directors Stock Option Plan		1,063		2.46		4.99			1,063		4.99
2004 Directors Plan		606,250		8.83		6.70			168,750		4.22
Other		25,000		3.75		0.88			25,000		0.88
		4,482,044		7.50		$	2.88		2,665,291		$	2.07

 

Total estimated unrecognized compensation cost from unvested stock options as of September 30, 2007 was approximately $4.6 million, which is expected to be recognized over a weighted average period of approximately 2 years.

 

7.             ASSET RETIREMENT OBLIGATIONS

The following table shows the change in the balance of the restoration and reclamation liability during the three months ended September 30, 2007:

 

 

 

11

8.                                      SHAREHOLDERS’ EQUITY

Convertible Notes

In March 2006, 103,896 shares of the Company’s Common Stock were issued in connection with the conversion of $182,900 of principal and accrued interest of the Convertible Notes issued in 2000.

Common Stock Issued Upon Exercise of Options

During the first nine months of 2007, the Company raised $889,000 of equity through the issuance of 484,590 shares of Common Stock of the Company upon the exercise of outstanding stock options.

The following table details the changes in shareholders equity for the nine months ended September 30, 2007:

		Common Stock						Paid-In			Accumulated
		Shares		Amount				Capital			Deficit			Treasury Stock
Balances, December 31, 2006		51,791,339		$		51,829		$	126,252,871		$	(89,525,887	)	$		(9,418	)
Net earnings		—		—				—			1,917,482			—
Stock option exercise		484,590		485				888,744			—			—
Stock compensation expense		—		—				3,191,866			—			—
Balances, September 30, 2007		52,275,929		$	52,314			$	130,333,481		$	(87,608,405	)	$	(9,418		)

 

9.                                      ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES

On January 1, 2007, we adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition.

As a result of the implementation of FIN 48, we recognized no change in our recorded assets or liabilities for unrecognized income tax benefits. Based on our analysis of all material tax positions taken, management believes the technical merits of these positions are justified and expects that the full amount of the deductions taken and associated tax benefits will be allowed.

FIN 48 requires the evaluation of a tax position as a two-step process. We must determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation processes, based on the technical merits of the position. If the tax position meets the “more likely than not” recognition threshold, then the tax benefit is measured and recorded at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. The re-assessment of our tax positions in accordance with FIN 48 did not result in any material change to our financial condition, results of operations or cash flows.

We have also assessed the classification of interest and penalties, if any, related to income tax matters. Pursuant to the application of FIN 48, we have made an accounting election to treat interest and penalties related to income tax matters, if any, as a component of income tax expense rather than other operating expenses.

 

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10.          IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

Fair Value Measurements. In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which provides a common definition for the measurement of fair value for use in applying generally accepted accounting principles in the United States of America and in preparing financial statement disclosures. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. We are evaluating the effect of the adoption and implementation of SFAS No. 157, which is not expected to have a material impact on our financial condition, results of operations or cash flows.

Fair Value Option for Financial Assets and Liabilities. In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We are evaluating the effect of the adoption and implementation of SFAS No. 159, which is not expected to have a material impact on our financial condition, results of operations or cash flows.

11.          EARNINGS PER SHARE

Basic earnings per share includes no dilution and is computed by dividing income or loss attributed to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if security interests were exercised or converted into common stock. The following table sets forth the computation of basic and diluted loss per share for the three and nine months ended September 30, 2007 and 2006:

 

		For the three months ended  September 30, 2007								For the three months ended  September 30, 2006
		Net income attributed to common stock (Numerator)			Weighted-Average Shares (Denominator)		Per Share Amount			Net income attributed to common stock (Numerator)			Weighted-Average Shares (Denominator)		Per Share Amounts
Basic EPS:
Net earnings (loss)		$	2,154,689		52,266,199		$	0.04		$	(5,989,056	)	51,735,089		$	(0.12	)
Effect of dilutive securities
Employee Stock Options (A)		$	—		3,754,633		$	—		$	—		—		$	—
Diluted earnings per share		$	2,154,689		56,020,832		$	0.04		$	(5,989,056	)	51,735,089		$	(0.12	)

 

		For the nine months ended September 30, 2007									For the nine months ended September 30, 2006
		Net income attributed to common stock (Numerator)			Weighted-Average Shares (Denominator)		Per Share Amount				Net loss attributed to common stock (Numerator)			Weighted-Average Shares (Denominator)		Per Share Amounts
Basic EPS:
Net earnings (loss)		$	1,917,482		52,059,849		$	0.04			$	24,052,993		47,184,096		$	0.51
Effect of dilutive securities
Employee Stock Options (A)		$	—		3,808,011		(0.01			)	$	—		2,587,400		$	(0.03	)
Convertible Notes (B)		$	—		—		—				$	2,081		33,490		$	—
Diluted earnings per share		$	1,917,482		55,867,860		$		0.03		$	24,055,074		49,804,986		$	0.48

 

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(A)      Represents the dilutive effect of our employee stock options as the average price of our stock for the quarter ended September 30, 2007, exceeded their strike price.

 

(B)        Represents the dilutive effect of our Convertible Notes from year-end through conversion in March 2006.

12.          SUBSEQUENT EVENTS

On October 12, 2007, the Company finalized a definitive agreement with BHP Billiton to acquire 100% of the ownership of Rio Algom Mining LLC (“Rio Algom”). Under the agreement, URI will pay BHP Billiton $110 million in cash and assume certain retirement benefits and reclamation liabilities of which up to $35 million will be pre-funded at closing. URI will also pay BHP Billiton $16.5 million contingent upon the receipt of a license from the Nuclear Regulatory Commission (NRC) to construct and operate a conventional uranium mill. The transaction is expected to close on or before June 1, 2008 and is subject to customary closing conditions, financing and regulatory approvals.

 

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

Forward Looking Statements

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and any financial data incorporated herein by reference to the Company’s reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Except for historical information contained in this report, the matters discussed herein contain forward-looking statements, made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including management’s expectations regarding the Company’s reserves and mineralized uranium materials, timing of receipt of mining permits, production capacity of mining operations planned for properties in South Texas and New Mexico and planned dates for commencement of production at such properties. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from management’s expectations. Key factors impacting current and future operations of the Company include the price of uranium, weather conditions, operating conditions at the Company’s mining projects, government regulation of the mining industry and the nuclear power industry, the world-wide supply and demand of uranium, availability of capital, timely receipt of mining and other permits from regulatory agencies and other matters indicated in “Cautionary Statement,” found in the Company’s Annual Report.

Financial Condition and Results of Operations

Comparison of Three and Nine Months Ended September 30, 2007 and 2006

Production and production costs.  In the first nine months of 2007, we produced 348,600 pounds.  The Vasquez project produced 70,300 pounds and Kingsville Dome produced 278,300 pounds.  Production in the first nine months of 2006 was 187,400, 117,400 from Vasquez and 70,000 from Kingsville Dome.  The following table details our production and production cost breakdown for the three and nine months ended September 30, 2007 and 2006.

 

Total operating costs, total depreciation costs and total production costs incurred for the periods presented above differ from the cost of uranium sales recorded in consolidated statements of operations because of changes in the amounts recorded to inventory for the same periods.  The cost of uranium sales amounts include the sales of uranium inventory on hand at the beginning of the period and does not include certain uranium produced during the period but was not sold at period end.

Reconciliation of production costs to cost of uranium sales:

 

 

 

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Uranium Sales.  In the first nine months of 2007, we sold 321,900 pounds generating revenue of $22.924 million ($71.22 per pound), compared with sales of 199,900 pounds in the same period of 2006 for revenue of $5.679 million ($28.41 per pound).  In the quarter ended September 30, 2007, we sold 127,800 pounds and had revenue of $10.387 million ($81.25 per pound) compared with third quarter 2006 sales of 70,000 pounds which generated revenue of $2.766 million ($39.54 per pound).  Improved sales resulted from our increased production in 2007 achieved by the commencement of operations in PAA#3 at Kingsville Dome.  The increase in sales revenue was the result of both the increase in pounds sold, but more significantly from higher prices we received under new contracts entered into with each of our two customers in March 2006, which superseded the previous contracts.

Cost of Uranium Sales.  Our cost of uranium sales from the sale of produced uranium in the first nine months of 2007 was $10.1 million compared with $8.5 million in the same period of 2006, excluding the gain on derivatives of $34.8 million recorded in connection with the revised uranium sales contracts in the first nine months of 2006.  Cost of uranium sales is comprised primarily of royalties and commissions related to our uranium sales, production costs, including operating expenses, depreciation and depletion expenses and amortization of our restoration and reclamation cost estimates.  The following table details the cost of uranium sales breakdown for the three and nine months ended September 30, 2007 and 2006.

 

 

The third quarter and nine months ended September 30, 2007, reflected a higher percentage of sales of Kingsville Dome production compared with Vasquez production sold and resulted from the continued increase in production from PAA #3 wellfields along with a decrease of production from the Vasquez project.  Kingsville Dome PAA#3 wellfields have shown both lower operating and capital cost compared with the previous Kingsville Dome wellfields placed in production in the second quarter of 2006 because of the higher quality of the ore trend being put under the new wellfield.  The PAA#3 wellfields have also demonstrated lower operating costs than our Vasquez production because of the better ore quality at Kingsville Dome and because the Kingsville Dome ore body does not contain the re-reduced ore characteristics found at Vasquez.

Accretion and amortization of future restoration costs in the third quarter of 2007 and 2006 was $126,000 and $86,000, respectively and $433,000 and $360,000, respectively for the first nine months of 2007 and 2006.

General and Administrative Charges.  We incurred general and administrative charges and corporate depreciation of $3.6 million and $1.6 million, respectively in the three months ended September 30, 2007 and 2006.   General and administrative charges and corporate depreciation was $8.3 million and $4.2 million, respectively in the nine months ended September 30, 2007 and 2006.

 

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Significant expenditures for general and administrative expenses for the three and nine months ended September 30, 2007 and 2006 were:

 

The non-cash compensation expense recorded for the three and nine months ended September 30, 2007 and 2006 resulted from the adoption of SFAS 123(R) in January 2006, requiring the recognition of expense related to the Company’s stock option grants.

Salary and payroll costs increases for the three and nine months presented resulted primarily from the additions to the engineering, professional and executive levels in South Texas and New Mexico made in 2007 and 2006 and compensation increases for the Company’s key personnel in the second half of 2006.

Increases in the Company’s legal, accounting and public company expenses in the three and nine months of 2007 compared with 2006 resulted from audit and consulting fees related to Sarbanes-Oxley compliance, listing fees related to our April 2007 NASDAQ listing and the increase in the Company’s Board of Directors membership in late 2006.  These increases were offset by a reduction in legal fees, as the 2006 period included significant legal costs related to the Itochu joint venture agreement.

Our insurance costs increased in the three and nine months ended September 30, 2007 compared with 2006 from higher directors and officer’s insurance premiums, higher cost of property and casualty coverage, increased vehicle coverage premiums resulting from additional vehicles in 2007 and higher general liability coverage resulting from increased employee head count at our uranium projects.

The costs for consulting and professional services increased in the three and nine months ended September 30, 2007 compared with 2006 resulted from increases in project related activities in 2007.  These activities include work performed in the review and assessment of our New Mexico property data bases to evaluate their potential as conventional mining projects, New Mexico costs related to the preparation of ISR projects towards their final licensing and permitting phase, increases in environmental, health and safety training, the engagement of an investor relations and media relations firm in late 2006, consulting and computer networking and web site design work.

Increased office costs incurred in the three and nine months ended September 30, 2007 compared with 2006 resulted primarily from the opening of a corporate office location in Corpus Christi, Texas in June 2006, increases in the South Texas Kingsville operations office resulting from the personnel added in 2006 and additions made to the Crownpoint office in New Mexico to support the additional activities beginning in the first quarter of 2007.

Net Earnings and Losses. For the three months ended September 30, 2007 and 2006, we had net earnings of $2.2 million and a net loss of $6.0 million, respectively.  The nine months ended September 30, 2007 and 2006, had net earnings of $1.9 million and $24.1 million, respectively.  The earnings in 2006 included a non-cash gain on derivatives of $34.8 million.

Cash Flow.  As of September 30, 2007 we have a cash balance of approximately $13.9 million compared with $26.5 million at the same date in 2006.

In the first nine months of 2007, we had positive cash flow provided by operations of $10.3 million, resulting primarily from the higher volume of uranium sold and the increase in sales prices received under our uranium sales contracts that were amended in March 2006.  We used $17.2 million in investing activities during the first nine months of 2007.  We increased the collateral supporting our South Texas financial surety requirements by $2.9 million dollars in the nine months ended September 30, 2007 and made significant additions to our South Texas and New Mexico property, plant and equipment for 2007.  These expenditures were primarily for wellfield development, evaluation drilling capital and plant and dryer upgrades at Kingsville Dome of $5.7 million, plant and equipment expenditures for restoration start-up at Vasquez of $541,000, Rosita and Rosita South project expenditures for wellfield development,

 

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evaluation drilling capital and plant and dryer upgrades of $5.3 million, other Texas property and other assets of $2.3 million and property additions in New Mexico of $592,000 primarily for licensing and permitting activities.

In the nine months of 2006, we had a negative cash flow used in operations of ($1.9 million), resulting primarily from our low production volumes coupled with high production costs for the first nine months of the year.  We also used $26.0 million in investing activities, the largest component of which was the payment of $12.0 million to UG, U.S.A., Inc. in connection with the restructuring of our uranium sales contract.  Other significant investing activities were for production start-up capital at Kingsville Dome of $8.5 million, additional wellfield development at Vasquez and Rosita of $3.1 and $1.0 million, respectively, and other plant and equipment additions of $0.8 million.

Liquidity—Cash Sources and Uses for 2007

Our cash balance at September 30, 2007 was $13.9 million, a reduction of $2.6 million from the previous quarter.  During the quarter we increased the collateral supporting our South Texas financial surety requirements by $2.5 million dollars.  During the third quarter of 2006, we averaged a net cash outflow of $1.7 million per month.  Based upon our current plan of operations, we anticipate that our operating and capital requirements for 2007 will be met through existing cash and through cash to be generated from operations.

Contingent Liabilities—Off Balance Sheet Arrangements

In April 2006, the Company completed the sale of 10,200,307 shares of its Common Stock at $4.90 per share to accredited investors resulting in gross proceeds of approximately $50 million before expenses of the offering.  The Company has filed a registration statement under the Securities Act of 1933, as amended, to register the resale of the shares.  Such shares are subject to certain resale registration rights that include penalties (1% per month) in the event registration statement does not become effective in a timely manner or if the registration statement fails to remain effective.  On August 4, 2006, such registration statement was made effective and the Company met its initial obligation.  We have periodically updated the registration statement as necessary to ensure that the registration statement has continued to remain effective.

The Company has obtained financial surety relating to certain of its future restoration and reclamation obligations as required by the State of Texas regulatory agencies. The Company has bank Letters of Credit (the “L/C’s) and performance bonds issued for the benefit of the Company to satisfy such regulatory requirements. The L/C’s were issued by Bank of America and the performance bonds have been issued by United States Fidelity and Guaranty Company (“USF&G”). L/C’s for $5.4 million and $2.0 million were issued at September 30, 2007 and December 31, 2006, respectively, such L/C’s are collateralized in their entirety by certificates of deposit.

Performance bonds totaling $2.8 million were issued for the benefit of the Company at September 30, 2007 and December 31, 2006. USF&G has required that the Company deposit funds collateralizing a portion of the bonds. The amount of bonding issued by USF&G exceeded the amount of collateral by $2.5 million at September 30, 2007 and December 31, 2006, respectively. In the event that USF&G is required to perform under its bonds or the bonds are called by the state agencies, the Company would be obligated to pay any expenditure in excess of the collateral.

Critical Accounting Policies

Our significant accounting policies are described in Note 2 to the consolidated financial statements included in the Company’s 2006 Annual Report on Form 10-K/A.  We believe our most critical accounting policies involve those requiring the use of significant estimates and assumptions in determining values or projecting future costs.

Specifically regarding our uranium properties, significant estimates were utilized in determining the carrying value of these assets. These assets have been recorded at their estimated net realizable value for impairment purposes on a liquidation basis, which is less than our cost. The actual value realized from these assets may vary significantly from these estimates based upon market conditions, financing availability and other factors.

Regarding our reserve for future restoration and reclamation costs, significant estimates were utilized in determining the future costs to complete the groundwater restoration and surface reclamation at our mine sites.  The actual cost to conduct these activities may vary significantly from these estimates.

 

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Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

 

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ITEM 3.                                                     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Uranium Price Volatility

The Company is subject to market risk related to the market price of uranium.  The Company’s cash flow has historically been dependent on the price of uranium, which is determined primarily by global supply and demand, relative to the Company’s cost of production.  Historically, uranium prices have been subject to fluctuation, and the price of uranium has been and will continue to be affected by numerous factors beyond the Company’s control, including the demand for nuclear power, political and economic conditions, governmental legislation in uranium producing and consuming countries and production levels and costs of production of other uranium producing companies.

Derivative Financial Instruments

The Company determined that its long-term uranium sales contracts in effect prior to March 2006 met the definition of derivative financial instruments for financial statement reporting purposes.  Changes in the Company’s derivatives represent non-cash charges to earnings for the present value of the loss the Company would incur in the event it would be required to purchase uranium in the spot market to satisfy the delivery obligations under the uranium sales contracts.  The Company has not entered into hedge transactions with respect to its uranium sales contracts.

The Company amended these contracts in March 2006.  The amended contracts obligate the Company to deliver 50% of its uranium production to each customer, and do not obligate the Company to deliver any uranium in excess of its production.  The Company has determined that the terms of the amended contracts eliminates their qualification as derivatives and therefore are not required to be valued at fair value.

ITEM 4.                                                     CONTROLS AND PROCEDURES

During the year ended December 31, 2006 and the quarter ended September 30, 2007, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 2006 and September 30, 2007 were not effective as a result of the material weakness in our internal controls over financial reporting discussed below.

Management’s Report on Internal Control over Financial Reporting

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting in connection with preparation of the annual report on Form 10-K for the year ended December 31, 2006. As a result of these assessments, a material weakness was identified in March 2007, in connection with our year ended December 31, 2006 audit procedures, leading management to conclude that our internal controls over financial reporting were not effective as of December 31, 2006. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

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The following material weakness forms the basis for our conclusion at December 31, 2006:

•               Controls over the Review of Financial Statements. Our financial and accounting organization consists of the Vice President—Finance and the Corporate Controller. Due to a lack of financial and accounting resources, the financial records preparation and review procedures performed by our personnel with respect to our application of the fair value recognition provisions of Statement of Financial Accounting Standard 123(R)” Share-Based Payment” (“SFAS 123(R)”) for the fourth quarter of 2006 did not correctly record certain terms of stock option grants made in the fourth quarter of 2006. This matter was identified by our auditors in March 2007 during the course of their audit procedures and resulted in an audit adjustment increasing stock compensation expense by $629,000 in our year end 2006 financial statements. Because of this lack of resources, review procedures were not consistently performed on a timely basis to ensure that financial reporting and fraud risk controls were operating in the manner designed.

Changes in Internal Controls

During the second and third quarters of 2007 we have made certain changes in our internal control over financial reporting that may have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Management is currently evaluating the implementation of these procedures and such additional procedures that may be necessary to fully remediate the material weakness described above. Management is in the process of making the following changes to its system of internal controls:

•               We relocated and expanded our corporate office effective September 2007.  This allowed the hiring of additional personnel, including both experienced accounting and support staff to allow for improved segregation of duties and allow for a more thorough review, by senior financial personnel, of the financial statements and underlying supporting documentation. We added to our accounting staff in June and in the third quarter of 2007 and have designed their responsibilities to improve the segregation of duties functions previously identified as internal control weaknesses.

•               The addition of accounting and support staff has allowed us to conduct a more detailed review of our purchasing and procurement procedures.  We are currently evaluating the results of this review and expect to determine an evaluation on the compliance with our existing purchasing policies and permit the implementation of additional review procedures at each uranium project location and in the financial reporting area.

We believe the changes that were made in the second and third quarter of 2007 have addressed certain of those weaknesses in internal controls identified as of December 31, 2006.  While we believe certain of these deficiencies have been remediated and/or mitigated we have not conducted a complete review and assessment of our overall internal control environment to be able to conclude that the material weakness identified in connection with our December 31, 2006 financial statements is no longer applicable.

 

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PART II - OTHER INFORMATION

 

ITEM 1.                             LEGAL PROCEEDINGS

 

No change from the prior annual filing on our Form 10-K/A.

 

ITEM 1A.                    RISK FACTORS

 

Over 53.7% of our shares of Common Stock are controlled by Principal Stockholders and Management.

 

Approximately 44.0% of our Common Stock is controlled by five stockholders of record. In addition, our directors and officers are the beneficial owners of about 9.7% of our Common Stock. This includes with respect to both groups shares that may be purchased upon the exercise of outstanding options. Such ownership by the Company’s principal shareholders, executive officers and directors may have the effect of delaying, deferring, preventing or facilitating a sale of the Company or a business combination with a third party.

 

The availability for sale of a large amount of shares may depress the market price for our Common Stock.

 

As of December 31, 2006 and September 30, 2007, we identified a material weakness in internal control over financial reporting and concluded that our disclosure controls were not effective. If we fail to maintain an effective system of internal and disclosure controls, we may not be able to accurately report our financial results or prevent fraud. As a result, investors may be misled and lose confidence in our financial reporting and disclosures and the price of our common stock may be negatively affected.

 

The Sarbanes-Oxley Act of 2002 requires that we report annually on the effectiveness of our internal control over financial reporting. Among other things, we must perform systems and process evaluation and testing. We must also conduct an assessment of our internal controls to allow management to report on, and our independent registered public accounting firm to attest to, our assessment of our internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act.

 

In connection with the assessment of our internal control over financial reporting for our Annual Report on Form 10-K/A, as further described in Item 9A of such Form 10K/A, management and our registered public accounting firm determined that as of December 31, 2006 and September 30, 2007 our disclosure controls and procedures were ineffective because of the material weakness in our internal control over financial reporting.

 

Although we have made and are continuing to make improvements in our internal controls, if we are unsuccessful in remediating the material weakness impacting our internal control over financial reporting and disclosure controls, or if we discover other deficiencies, it may adversely impact our ability to report accurately and in a timely manner our financial condition and results of operations in the future, which may cause investors to lose confidence in our financial reporting and may negatively affect the price of our Common Stock. Moreover, effective internal and disclosure controls are necessary to produce accurate, reliable financial reports and to prevent fraud. If we continue to have deficiencies in our internal control over financial reporting and disclosure controls, they may negatively impact our business and operations.

 

 

 

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

 

None

 

ITEM 3.                             DEFAULTS UPON SENIOR SECURITIES.

 

None

 

ITEM 4.                             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

At the Company’s Annual Meeting of shareholders, held July 12, 2007, The Company’s shareholders re-elected its directors and also voted to approve the recommended proposal for ratification of the Company’s independent auditors.

 

Following are the votes cast for and against each director.

 

 

Votes for the approval of the adoption of the Company’s 2007 Restricted Stock Plan as follows:

 

Votes for the approval of the amendments to Section 5 of the Company’s 2007 Amended and Restated Directors’ Stock Option Plan as follows:

 

Votes for the approval of the amendments to Section 6.4.2 of the Company’s 2007 Amended and Restated Directors’ Stock Option Plan as follows:

 

Votes on the proposal for ratification of the Company’s independent auditors as follows:

 

ITEM 5.                             OTHER INFORMATION.

 

None

 

ITEM 6.                             EXHIBITS

 

See the Index to Exhibits on Page E-1 for a listing of the exhibits that are filed as part of this Quarterly Report.

 

 

 

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