UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549


FORM 10-Q


(Mark One)


x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2011


OR


o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _____________ to _______________


Commission file number:

0-22923


INTERNATIONAL ISOTOPES INC.

(Exact name of registrant as specified in its charter)


Texas

 

74-2763837

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer Identification Number)


4137 Commerce Circle

Idaho Falls, Idaho, 83401

(Address of principal executive offices , including zip code)


(208) 524-5300

(Registrant’s telephone number, including area code)


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


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


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


Large accelerated filer ¨

Accelerated Filer ¨

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

Smaller Reporting Company ý


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨ Yes   ý No


As of July 22, 2011 the number of shares of Common Stock, $.01 par value, outstanding was 323,625,769.





- 1 -





INTERNATIONAL ISOTOPES INC.

For The Quarter Ended June 30, 2011



TABLE OF CONTENTS



 

 

Page No.

PART 1 – FINANCIAL INFORMATION

 

 

 

 

Item 1

Financial Statements

 

 

Unaudited Condensed Consolidated Balance Sheets at June 30, 2011 and December 31, 2010

3

 

Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2011 and 2010

4

 

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010

5

 

Notes to Unaudited Condensed Consolidated Financial Statements

6

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

13

Item 4

Controls and Procedures

24

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1A

Risk Factors

25

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

27

Item 5

Other Information

27

Item 6

Exhibits

28

Signatures

29




- 2 -





Part I.  Financial Information

Item 1.  Financial Statements


INTERNATIONAL ISOTOPES INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

June 30,

 

December 31,

Assets

2011

 

2010

Current assets

 

 

 

 

 

Cash and cash equivalents

$

2,057,578 

 

$

4,237,303 

Accounts receivable

 

1,138,513 

 

 

844,258 

Inventories

 

1,552,655 

 

 

1,681,840 

Due from related party

 

 

 

87,500 

Prepaids and other current assets

 

55,904 

 

 

122,016 

Total current assets

 

4,804,650 

 

 

6,972,917 

 

 

 

 

 

 

Long-term assets

 

 

 

 

 

Restricted certificate of deposit

 

428,683 

 

 

428,365 

Property, plant and equipment, net

 

2,046,819 

 

 

2,090,781 

Capitalized lease disposal costs, net

 

113,657 

 

 

140,934 

Investment

 

1,414,747 

 

 

1,365,851 

Patents and other intangibles, net

 

221,472 

 

 

228,745 

Total long-term assets

 

4,225,378 

 

 

4,254,676 

Total assets

$

9,030,028 

 

$

11,227,593 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

746,824 

 

$

717,363 

Accrued liabilities

 

1,246,588 

 

 

623,111 

Convertible debentures, net of beneficial conversion feature of $58,581 and $292,863

 

3,016,419 

 

 

2,782,137 

Current installments of notes payable

 

936,006 

 

 

454,811 

Current installments of capital leases

 

 

 

9,930 

Total current liabilities

 

5,945,837 

 

 

4,587,352 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

Obligation for lease disposal costs

 

464,620 

 

 

446,578 

Notes payable, excluding current installments

 

 

 

505,382 

Mandatorily redeemable convertible preferred stock

 

850,000 

 

 

850,000 

Total long-term liabilities

 

1,314,620 

 

 

1,801,960 

Total liabilities

 

7,260,457 

 

 

6,389,312 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Common stock, $0.01 par value; 750,000,000 shares authorized; 323,604,727 and 323,032,866 shares issued and outstanding respectively

 

3,236,047 

 

 

3,230,328 

Additional paid-in capital

 

107,764,647 

 

 

107,462,007 

Accumulated deficit

 

(109,429,252)

 

 

(106,044,054)

Equity attributable to International Isotopes Inc. stockholders

 

1,571,442 

 

 

4,648,281 

Equity attributable to noncontrolling interest

 

198,129 

 

 

190,000 

Total equity

 

1,769,571 

 

 

4,838,281 

Total liabilities and stockholders’ equity

$

9,030,028 

 

$

11,227,593 


See accompanying notes to condensed consolidated financial statements.




- 3 -






INTERNATIONAL ISOTOPES INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months ended

June 30,

 

Six Months ended

June 30,

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

Sale of product

$

2,614,744 

 

$

1,485,293 

 

$

5,028,059 

 

$

2,594,844 

Cost of product

 

1,615,523 

 

 

748,373 

 

 

3,109,801 

 

 

1,482,243 

Gross profit

 

999,221 

 

 

736,920 

 

 

1,918,258 

 

 

1,112,601 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Salaries and contract labor

 

495,631 

 

 

448,795 

 

 

1,146,322 

 

 

967,876 

General, administrative and consulting

 

462,677 

 

 

478,838 

 

 

901,161 

 

 

850,203 

Research and development

 

1,591,173 

 

 

1,362,805 

 

 

2,998,884 

 

 

2,018,970 

Total operating expenses

 

2,549,481 

 

 

2,290,438 

 

 

5,046,367 

 

 

3,837,049 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating loss

 

(1,550,260)

 

 

(1,553,518)

 

 

(3,128,109)

 

 

(2,724,448)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Other income

 

13 

 

 

19,103 

 

 

3,158 

 

 

16,063 

Equity in net income of affiliate

 

31,390 

 

 

 

 

76,246 

 

 

Interest income

 

1,427 

 

 

667 

 

 

3,277 

 

 

1,714 

Interest expense

 

(161,883)

 

 

(173,322)

 

 

(331,641)

 

 

(265,261)

Total other expense

 

(129,053)

 

 

(153,552)

 

 

(248,960)

 

 

(247,484)

Net loss

 

(1,679,313)

 

 

(1,707,070)

 

 

(3,377,069)

 

 

(2,971,932)

Less (income) loss attributable to noncontrolling interest

 

9,127 

 

 

 

 

(8,129)

 

 

Net loss attributable to International Isotopes Inc.

$

(1,670,186)

 

$

(1,707,070)

 

$

(3,385,198)

 

$

(2,971,932)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share – basic and diluted

$

(0.01)

 

$

(0.01)

 

$

(0.01)

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding -

 

 

 

 

 

 

 

 

 

 

 

basic and diluted

 

323,425,663 

 

 

293,926,893 

 

 

323,312,599 

 

 

293,900,022 


See accompanying notes to condensed consolidated financial statements.




- 4 -






INTERNATIONAL ISOTOPES INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

 

 

 

 

 

 

 

Six Months ended

June 30,

 

2011

 

2010

Cash flows from operating activities:

 

 

 

 

 

Net loss

$

(3,377,069)

 

$

(2,971,932)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Net income in equity of affiliate

 

(76,246)

 

 

Depreciation and amortization

 

213,226 

 

 

231,112 

(Gain)/Loss on disposal of property, plant and equipment

 

(3,145)

 

 

14,635 

Accretion of obligation for lease disposal costs

 

18,042 

 

 

16,668 

Accretion of beneficial conversion feature

 

234,282 

 

 

175,712 

Equity based compensation

 

301,849 

 

 

418,982 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(294,255)

 

 

(460,587)

Inventories

 

129,185 

 

 

(85,506)

Deferred revenue

 

 

 

8,226 

Prepaids and other assets

 

66,112 

 

 

77,856 

Accounts payable and accrued liabilities

 

652,938 

 

 

465,997 

Net cash used in operating activities

 

(2,135,081)

 

 

(2,108,837)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Restricted certificate of deposit

 

(318)

 

 

(162,639)

Due from related party

 

87,500 

 

 

Dividends received from equity method investment

 

27,350 

 

 

Proceeds from sale of property, plant and equipment

 

18,500 

 

 

3,800 

Purchase of property, plant and equipment

 

(150,069)

 

 

(7,207)

Net cash used in investing activities

 

(17,037)

 

 

(166,046)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from sale of stock

 

6,510 

 

 

13,040 

Proceeds from issuance of convertible debentures

 

 

 

3,075,000 

Proceeds from issuance of debt

 

45,000 

 

 

Principal payments on notes payable and capital leases

 

(79,117)

 

 

(81,938)

Net cash provided by (used in) financing activities

 

(27,607)

 

 

3,006,102 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(2,179,725)

 

 

731,219 

Cash and cash equivalents at beginning of period

 

4,237,303 

 

 

461,091 

Cash and cash equivalents at end of period

$

2,057,578 

 

$

1,192,310 

 

 

 

 

 

 

Supplemental disclosure of cash flow activities:

 

 

 

 

 

Cash paid for interest

$

52,177 

 

$

47,900 

 

 

 

 

 

 

Supplemental disclosure of noncash transactions:

 

 

 

 

 

Increase in equity for the beneficial conversion feature associated with the convertible debentures

$

 

$

702,857 


See accompanying notes to condensed consolidated financial statements.



- 5 -





INTERNATIONAL ISOTOPES INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2011


(1)

The Company and Basis of Presentation


International Isotopes Inc. (the “Company”) was incorporated in Texas in November 1995. The Company has three wholly owned subsidiaries: International Isotopes Idaho, Inc., a Texas corporation, and International Isotopes Fluorine Products, Inc., and International Isotopes Transportation Services, Inc., both of which are Idaho corporations.  The Company also owns a 50% interest in TI Services, LLC, which is headquartered in Ohio.  


Nature of Operations – The Company’s business consists of six major business segments which include: Nuclear Medicine Standards, Cobalt Products, Radiochemical Products, Fluorine Products, Radiological Services, and Transportation.


With the exception of certain unique products, the Company’s normal operating cycle is considered to be one year. Due to the time required to produce some cobalt products, the Company’s operating cycle for those products is considered to be three years.  All assets expected to be realized in cash or sold during the normal operating cycle of business are classified as current assets.


Principles of Consolidation – The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, and its 50% owned joint venture, TI Services, LLC.  All significant intercompany accounts and transactions have been eliminated in consolidation.


Interim Financial Information – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC).  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature.  Operating results for the three and six month period ended June 30, 2011, are not necessarily indicative of the results that may be expected for the year ended December 31, 2011. The accompanying financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 31, 2011.


(2)

Current Developments and Liquidity


Business Condition – Since inception, the Company has suffered substantial losses.  During the six-month period ended June 30, 2011 the Company reported a loss of $3,385,198 and net cash used in operating activities of $2,135,081. During the same period in 2010, the Company reported a loss of $2,971,932 and net cash used in operating activities of $2,108,837. The Company has made significant investments in, and will continue to invest in, the design, licensing, and construction of a large scale uranium de-conversion and fluorine extraction facility. Assuming the Company continues development work on this project at the current schedule, the Company expects that these continued expenses  will exceed current revenue from sales by a significant amount for the remainder of 2011 and the next several years as well.  As a result, the Company expects to continue to incur significant losses until the planned uranium de-conversion facility commences commercial production, which the Company does not expect to occur until the first quarter of 2014 at the earliest. Current expenditures on that project include licensing, design, and related subcontractor project efforts.  Management expects to generate sufficient cash flows from the existing business segments to meet operational needs during 2011; however, there is no assurance that these cash flows will occur.  In addition, the Company will require additional capital to support ongoing efforts for the planned large scale uranium de-conversion processing and fluorine extraction plant.  There can be no assurance that the Company will be able to secure additional capital or financing on terms acceptable to the Company or at all.  




- 6 -





The Company’s efforts to start the uranium de-conversion project began in 2004 with the acquisition of patents for its Fluorine Extraction Process (FEP).  Since that time the Company has made significant investments in this major undertaking to construct the first commercial depleted uranium de-conversion and fluorine extraction facility in the U.S.  The Company believes this will provide a commercial opportunity because there are several companies constructing, or planning to construct, new uranium enrichment facilities in the U.S.   These facilities are expected to produce large amounts of depleted uranium hexafluoride (UF6) that must be de-converted for disposal.  In the process of de-conversion the Company plans to use FEP to produce high-value, high-purity fluoride gases. Additional design and licensing activities for this new facility will continue throughout the remainder of 2011.


In April 2010, the Company entered into an agreement with URENCO U.S.A. (UUSA) a wholly owned subsidiary of URENCO, to provide depleted uranium de-conversion services for its enrichment facility located in Eunice, New Mexico. These services will begin once commercial operations of the Company’s planned de-conversion facility, to be built in Lea County, near Hobbs, New Mexico, are underway. The term of the agreement extends through the first five years of the Company’s operation of the planned uranium de-conversion facility. It will require significant capital and time to design, license, and construct such a uranium de-conversion facility before the Company can recognize revenue under this agreement.


In July 2011, the Company announced the selection of Parsons Corporation as the lead design-build contractor for the proposed de-conversion facility.  The Company has successfully completed contract negotiations with Parsons Corporation and a letter of intent has been executed documenting the current intention of the parties with respect to contract terms.  The Company plans to execute the Parsons design and build contract if and when it secures additional capital to further support the project.


The Company continues to explore the opportunity to raise funds to support the engineering, construction, and start-up of the project through debt financing and equity offerings of securities over the next year.


(3)

Net Loss Per Common Share - Basic and Diluted


At June 30, 2011, and 2010, the Company had the following common stock equivalents outstanding that were not included in the computation of diluted net loss per common share as their effect would have been anti-dilutive, thereby decreasing the net loss per common share:


 

 

June 30,

 

 

2011

 

2010

Stock options

 

25,700,000

 

26,700,000 

Warrants

 

56,552,970

 

25,940,637 

Restricted stock awards issued under the 2006 Equity Incentive Plan

 

370,917

 

579,947 

850 shares of Series B redeemable convertible preferred stock

 

425,000

 

425,000 

Convertible debentures and accrued interest

 

9,266,180

 

8,907,997 

 

 

92,315,067

 

62,553,581 


For the three and six months ended June 30, 2011, the Company had 25,700,000 stock options outstanding, 56,552,970 warrants outstanding, 370,017 restricted stock awards outstanding, 425,000 shares of Series B redeemable convertible preferred stock outstanding, and 9,266,180 potential shares related to convertible debentures that were not included in the computation of diluted loss per common share because they would be anti-dilutive.




- 7 -





For the three and six months ended June 30, 2010, the Company had 26,700,000 stock options outstanding, 25,940,637 warrants outstanding, 579,947 restricted stock awards outstanding, 425,000 shares of Series B redeemable convertible preferred stock outstanding, and 9,907,997 potential shares related to convertible debentures that were not included in the computation of diluted loss per common share because they would be anti-dilutive.  The following table shows the amounts used in computing basic and diluted weighted-average number of shares outstanding during the three and six-month periods ended June 30, 2011 and 2010:


 

For the three months ended

June 30,

 

For the six months ended

June 30,

 

2011

 

2010

 

2011

 

2010

Basic weighted-average shares outstanding

323,425,663

 

293,926,893

 

323,312,599

 

293,900,022

Effect of dilutive securities and convertible debt:

 

 

 

 

 

 

 

Stock options

n/a

 

n/a

 

n/a

 

n/a

Warrants

n/a

 

n/a

 

n/a

 

n/a

Restricted stock awards

n/a

 

n/a

 

n/a

 

n/a

Convertible preferred stock

n/a

 

n/a

 

n/a

 

n/a

Convertible debentures

n/a

 

n/a

 

n/a

 

n/a

Diluted weighted-average shares outstanding

323,425,663

 

293,926,893

 

323,312,599

 

293,900,022


(4)

Investments


At June 30, 2011, the Company owned a 24.5% interest in RadQual, LLC, with which the Company has an exclusive manufacturing agreement for nuclear medicine products. The remaining 75.5% ownership of RadQual, LLC, is concentrated among a very small group of investors and due to this concentration the Company was unable to exert significant control or influence over the operations or policies of RadQual, LLC. In December 2010 with the formation of TI Services, LLC, which was owned 50% by RadQual,LLC and 50% by the Company.  Accordingly, the investment in RadQual, LLC is recorded on the equity method at the lower of cost or fair value. The 24.5% ownership of RadQual, LLC has been recorded on the equity method and has a balance of $1,414,747 at June 30, 2011.  For the six months ended June 30, 2011, member distributions from RadQual, LLC totaled $27,350 and were recorded as a reduction of the investment and for the same period in 2010, member distributions totaled $30,436. During the six months ended June 30, 2011, earnings allocated to the Company from RadQual, LLC totaled $76,246.  These allocated earnings were recorded as equity in net income of affiliate.


At June 30, 2011, and 2010, the Company had receivables from RadQual, LLC in the amount of $514,163 and $469,988, respectively, which are recorded as part of accounts receivable.  For the six months ended June 30, 2011 and 2010, the Company had revenues from RadQual, LLC in the amount of $1,843,498 and $1,674,925, respectively, which are recorded as sale of product.


(5)

Inventories


Inventories consisted of the following at June 30, 2011, and December 31, 2010:


 

June 30,

2011

 

December 31,

2010

Raw materials

$

249,929 

 

$

260,972 

Work in progress

 

1,225,943 

 

 

1,388,550 

Finished goods

 

76,783 

 

 

32,318 

 

$

1,552,655 

 

$

1,681,840 


Work in progress includes cobalt-60 which is located in the U.S. federal government’s Advanced Test Reactor (ATR) located outside of Idaho Falls, Idaho.  The cobalt is at various stages of irradiation.  Some cobalt is near completion while some will still require several more years to complete.  At June 30, 2011, and December 31, 2010, the cobalt had a carrying value of $857,531 and $1,007,056, respectively. This value is based on accumulated costs which are allocated based on the length of time the cobalt remains in the reactor.  




- 8 -





(6)

Stockholders’ Equity, Options and Warrants  


Employee Stock Purchase


During the six months ended June 30, 2011, and 2010, the Company issued 35,141, and 33,018 shares of common stock, respectively, to employees for proceeds of $6,510, and $13,040, respectively.  Subsequent to June 30, 2011, the Company issued 21,042 shares of common stock to employees for proceeds of $3,040.  All of these shares were issued in accordance with the Company’s employee stock purchase plan.


Share-based Compensation Plans  


Employee/Director Grants - The Company accounts for issuances of stock-based compensation to employees by recognizing, as compensation expense, the cost of employee services received in exchange for the equity instruments. The expense is based on the grant date fair value of the award.  Stock option compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period).


Non-Employee Grants - The Company accounts for its issuances of stock-based compensation to non-employees by measuring the value of any awards that were vested and non-forfeitable at their date of issuance based on the fair value of the equity instruments at the date of issuance.  The non-vested portion of awards that are subject to the future performance of the counterparty are adjusted at each  reporting date to their fair values based upon the then current market value of the Company’s stock and other assumptions that management believes are reasonable.  


Option awards outstanding as of June 30, 2011, and changes during the six months ended June 30, 2011, were as follows:


 

 

 

 

 

 

 

Weighted

Average

Remaining

Term

 

 

 

 

 

 

 

Weighted

Average

Exercise Price

 

 

Aggregate

Intrinsic

Value

 

 

 

 

 

 

Fixed Options

 

Shares

 

 

 

Outstanding at December 31, 2010

 

26,700,000 

 

$

0.16 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

Exercised

 

(1,000,000)

 

 

0.08 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

Outstanding at June 30, 2011

 

25,700,000 

 

 

0.17 

 

4.1

 

$

2,140,000

 

 

 

 

 

 

 

 

 

 

 

Exercisable at June 30, 2011

 

21,170,000 

 

 

0.12 

 

3.3

 

$

2,140,000


The intrinsic value of outstanding and exercisable shares is based on the closing price of the Company’s common stock of $0.17 per share on June 30, 2011.


On April 23, 2011, 552,941shares of common stock were issued for the cashless exercise of 1,000,000 options.


As of June 30, 2011, there was approximately $357,273 of unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 1.4 years.


Restricted Stock Grants


Restricted stock awards outstanding as June 30, 2011, and changes during the six months ended June 30, 2011, were as follows:


Restricted Stock Awards

 

Shares

Non-vested at December 31, 2010

 

556,374 

Granted

 

Vested

 

(185,457)

Forfeited

 

Non-vested at June 30, 2011

 

370,917 




- 9 -





The value of non-vested stock under the 2006 Equity Incentive Plan at June 30, 2011, was $63,056 and is based on a June 30, 2011, value of $0.17 per share. As of June 30, 2011, there was approximately $15,788 of unamortized deferred compensation that will be recognized over a weighted average period of 1.2 years.


Compensation expense charged against income for stock based awards during the six-month period ended June 30, 2011, was $93,805. Stock based compensation expense for this same period in 2010 was $418,982.


Warrants


On March 25, 2011, the Company issued Series J Warrants. A total of 13,333,331 warrants were issued with each warrant representing the right to purchase one share of the Company’s common stock. The Warrants expire on September 25, 2011 and carry an exercise price of $0.43. The Series J Warrants were offered to the holders of the Series E Warrants that expired on March 20, 2011. The Company recognized compensation expense of $105,000 resulting from the valuation of the Warrants. The fair value of the warrants, determined using the Black-Scholes Option Pricing Model, was calculated using the following assumptions: risk free interest rate of .4%, expected dividend yield of 0%, expected volatility of 111%, and an expected life of 184 days.  Warrants outstanding at June 30, 2011 and changes during the six months ended June 30, 2011 were as follows:


Warrants outstanding at December 31, 2010

 

56,552,970 

Issued

 

13,333,331 

Exercised

 

Forfeited

 

(13,333,331)

Outstanding at June 30, 2011

 

56,552,970 


(7)

Notes Payable


On June 28, 2011, the Company entered into an agreement with a related party to obtain financing for certain equipment. The amount financed is $45,000 and includes a security interest in the equipment financed. The note accrues interest at 8.5%, the monthly payment is $3,925 and is due June 28, 2012.  This note is included in Notes Payable on the balance sheet.


In June 2011 the Company was notified by Compass Bank that the note payable, which matured April 20, 2011, would not be renewed.  In June 2011, a sixty day extension was granted by the bank and the loan balance of $366,788 is expected to be paid in full with cash from existing Company accounts on or before August 29, 2011.


(8)

Commitments and Contingencies


Leases


On May 1, 2011 the Company entered into two new lease agreements on the facilities located in Idaho Falls, Idaho. The new lease for the main facility at 4137 Commerce Circle, Idaho Falls, Idaho, is for a period of ten years and includes an option to extend for an additional five years. The monthly rental payment under the terms of the new lease is $11,359.  The new lease for the FEP facility at 1359 Commerce Way, Idaho Falls, Idaho, is for a period of one year and includes an option to extend for an additional five years.  The monthly rental payment under the terms of the lease is $4,717.




- 10 -





Dependence on Third Parties


The production of Cobalt is dependent upon the U.S. Department of Energy (DOE), and its prime operating contractor, which controls the reactor operations and, therefore, controls the continued production of cobalt in the government funded reactor.  Previously, the Company’s agreement with the prime operating contractor had been on a reactor cycle-by-cycle contract basis.  In July 2010, the Company entered into a three-year Work For Others (WFO) agreement with the DOE prime operating contractor to continue cobalt production and cask handling. In January 2011, the Company was informed that DOE intended to transfer the existing WFO agreement to the National Isotope Development Center (NIDC).  Negotiations have been underway since that time between the Company and NIDC on contract terms and costs for cobalt production services.  While the Company believes it will be able to complete these contract negotiations with NIDC under reasonable contract pricing terms there is the possibility, however, that the new contract costs imposed by NIDC will make it prohibitive to continue cobalt production in the DOE reactor.  Should that happen the Company would be forced to terminate cobalt production in the DOE reactor and attempt to locate an alternate source of supply of cobalt-60 from outside the U.S. In addition to the continued contract issues with NIDC the Company’s continued access to the reactor for cobalt production, as always,  remains subject to approval by the prime operating contractor of the reactor based upon the priorities of its experiments program.


Nuclear Medicine Reference and Calibration Standard manufacturing is conducted under an exclusive contract with RadQual, LLC, which in turn has an agreement in place with several companies for distributing the products. The contract states that the Company will manufacture these products exclusively for RadQual LLC, will not manufacture any products that would directly compete with RadQual, LLC, and that the Company holds the right of first refusal to contract manufacture products that RadQual, LLC wishes to supply to its customers. The current contract with RadQual, LLC was originally executed January 2006, and automatically renews for additional one year terms on each January 1st anniversary date unless terminated in writing by either party 90 days in advance of the anniversary date.  A discontinuation of the Company’s relationship with RadQual, LLC could adversely affect operating results by causing a possible loss of sales.


The majority of the sales in the radiochemicals business segment are attributed to sales of radiochemical iodine. The iodine is purchased by the Company through a sole supply agreement with NTP Radioisotopes (Pty) Ltd. of South Africa. That agreement extends through August 2013, and includes annual provisions for price adjustment. The termination of our relationship with NTP Radioisotopes could adversely affect operating results by causing a delay in production or a possible loss of sales in this segment. The processing of iodine is also subject to inspection and the regulatory authority of the U.S. Food and Drug Administration (FDA).  The FDA has inspected the Company’s facility and determined that the Company’s handling of iodine is considered by the FDA as manufacturing of an active pharmaceutical ingredient. The Company will need to implement improvements in its Quality Assurance methods and controls to meet the FDA requirements resulting from this determination. In addition, the FDA may determine that manufacturing the iodine product will require an amended New Drug Application which would cause the Company to incur further regulatory fees and increase the cost of producing this product. Any of these regulatory issues could impact the Company’s business decision to continue future iodine production.


The Company’s gemstone production is tied to an exclusive agreement with Quali-Tech, Inc., and future gemstone irradiation services are dependent upon the continuation of that agreement. Should this agreement terminate, sales in the Company’s Radiological Services would be negatively impacted because the agreement prohibits it from processing gemstones for other customers for two years after the agreement terminates.


Contingencies


Because all of the Company’s business segments involve radioactive materials the Company is required to have an operating license from the Nuclear Regulatory Commission (“NRC”) and specially trained staff to handle these materials. The Company has an NRC operating license and has amended this license several times to increase the amount of material permitted within the facility.  Additional processing capabilities and license amendments could be implemented that would permit processing of other reactor produced radioisotopes by the Company. Should this occur, the current license does not restrict the volume of business operation performed or projected to be performed in the coming year. An irrevocable, automatically renewable letter of credit against a Certificate of Deposit at Wells Fargo Bank has been used to provide the financial assurance required by the NRC for the Idaho facility license.


(9)

Subsequent Events


On July 13, 2011, the Company issued 21,042 shares of common stock to employees for proceeds of $3,040.



- 11 -





(10)

Segment Information


The Company has six reportable segments which include; Nuclear Medicine Standards, Cobalt Products, Radiochemical Products, Fluorine Products, Radiological Services, and Transportation. Information regarding the operations and assets of these reportable business segments is contained in the following table:


 

 

Three months ended June 30,

 

Six months ended June 30,

Sale of Product

 

2011

 

2010

 

2011

 

2010

Radiochemical Products

 

$

475,901 

 

$

404,620 

 

$

917,201 

 

$

848,660 

Cobalt Products

 

 

821,409 

 

 

486,377 

 

 

1,234,244 

 

 

646,262 

Nuclear Medicine Standards

 

 

1,186,399 

 

 

483,520 

 

 

2,579,556 

 

 

917,039 

Radiological Services

 

 

57,635 

 

 

57,876 

 

 

134,250 

 

 

105,533 

Fluorine Products

 

 

 

 

 

 

 

 

Transportation

 

 

73,400 

 

 

52,900 

 

 

162,808 

 

 

77,350 

Total Segments

 

 

2,614,744 

 

 

1,485,293 

 

 

5,028,059 

 

 

2,594,844 

Corporate revenue

 

 

 

 

 

 

 

 

Total Consolidated

 

$

2,614,744 

 

$

1,485,293 

 

$

5,028,059 

 

$

2,594,844 


 

 

Three months ended June 30,

 

Six months ended June 30,

Depreciation and Amortization

 

2011

 

2010

 

2011

 

2010

Radiochemical Products

 

$

9,155 

 

$

9,350 

 

$

18,308 

 

$

18,799 

Cobalt Products

 

 

27,401 

 

 

27,619 

 

 

54,769 

 

 

55,238 

Nuclear Medicine Standards

 

 

3,090 

 

 

1,278 

 

 

5,954 

 

 

2,556 

Radiological Services

 

 

2,600 

 

 

2,600 

 

 

5,200 

 

 

5,200 

Fluorine Products

 

 

48,484 

 

 

48,129 

 

 

88,046 

 

 

99,054 

Transportation

 

 

3,395 

 

 

7,414 

 

 

7,018 

 

 

16,525 

Total Segments

 

 

94,124 

 

 

96,389 

 

 

179,294 

 

 

197,371 

Corporate depreciation and amortization

 

 

17,039 

 

 

28,248 

 

 

33,932 

 

 

33,741 

Total Consolidated

 

$

111,163 

 

$

124,637 

 

$

213,226 

 

$

231,112 


 

 

Three months ended June 30,

 

Six months ended June 30,

Segment Income (Loss)

 

2011

 

2010

 

2011

 

2010

Radiochemical Products

 

$

54,459 

 

$

19,793 

 

$

89,854 

 

$

77,550 

Cobalt Products

 

 

392,070 

 

 

287,241 

 

 

623,579 

 

 

263,342 

Nuclear Medicine Standards

 

 

195,051 

 

 

223,078 

 

 

399,964 

 

 

396,603 

Radiological Services

 

 

30,655 

 

 

26,737 

 

 

83,560 

 

 

35,427 

Fluorine Products

 

 

(1,701,456)

 

 

(1,508,477)

 

 

(3,292,659)

 

 

(2,232,930)

Transportation

 

 

13,184 

 

 

(22,775)

 

 

23,465 

 

 

(50,973)

Total Segments

 

 

(1,016,037)

 

 

(974,402)

 

 

(2,072,237)

 

 

(1,510,980)

Corporate loss

 

 

(654,149)

 

 

(732,668)

 

 

(1,312,961)

 

 

(1,460,952)

Net Loss

 

$

(1,670,186)

 

$

(1,707,070)

 

$

(3,385,198)

 

$

(2,971,932)


 

 

Three months ended June 30,

 

Six months ended June 30,

Expenditures for Segment Assets

 

2011

 

2010

 

2011

 

2010

Radiochemical Products

 

$

 

$

 

$

 

$

Cobalt Products

 

 

1,965 

 

 

 

 

1,965 

 

 

Nuclear Medicine Standards

 

 

44,759 

 

 

 

 

83,065 

 

 

Radiological Services

 

 

 

 

 

 

 

 

Fluorine Products

 

 

19,865 

 

 

 

 

37,161 

 

 

7,207 

Transportation

 

 

 

 

 

 

18,047 

 

 

Total Segments

 

 

66,589 

 

 

 

 

140,238 

 

 

7,207 

Corporate purchases

 

 

 

 

 

 

9,831 

 

 

Total Consolidated

 

$

66,589 

 

$

 

$

150,069 

 

$

7,207 


 

 

June 30,

 

December 31,

 

 

 

 

 

 

Segment Assets

 

2011

 

2010

 

 

 

 

 

 

Radiochemical Products

 

$

279,108 

 

$

269,673 

 

 

 

 

 

 

Cobalt Products

 

 

1,773,825 

 

 

1,931,262 

 

 

 

 

 

 

Nuclear Medicine Standards

 

 

601,128 

 

 

732,790 

 

 

 

 

 

 

Radiological Services

 

 

22,121 

 

 

45,677 

 

 

 

 

 

 

Fluorine Products

 

 

1,636,531 

 

 

1,691,917 

 

 

 

 

 

 

Transportation

 

 

45,901 

 

 

60,227 

 

 

 

 

 

 

Total Segments

 

 

4,358,614 

 

 

4,731,546 

 

 

 

 

 

 

Corporate assets

 

 

4,671,414 

 

 

6,496,047 

 

 

 

 

 

 

Total Consolidated

 

$

9,030,028 

 

$

11,227,593 

 

 

 

 

 

 




- 12 -





ITEM 2.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report are forward looking.  In particular, statements regarding growth in our business segments; progress on our depleted uranium de-conversion and fluorine extraction processing facility ; potential future sales of fluoride products; the potential market for de-conversion services; increased cash flow to meet operational needs; improvement in our financial strength, debt ratio and attractiveness to investors and lenders; future liquidity requirements; NRC licensing requirements; and the consequences of the loss of any of our major customers or suppliers are forward looking.  Forward-looking statements reflect management’s current expectations, plans or projections.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.  Certain risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 31, 2011.  These factors, describe some but not all of the factors that could cause actual results to differ significantly from management’s expectations.  The Company will not publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are urged, however, to review the factors set forth in reports that we file from time to time with the Securities and Exchange Commission.


RESULTS OF OPERATIONS


Three months ended June 30, 2011 compared to three months ended June 30, 2010


Revenues for the three-month period ended June 30, 2011, were $2,614,744, as compared to $1,485,293 for the same period in 2010, an overall increase of $1,129,451, or approximately 76%.   All business segments reported increases in revenues for the period with the exception of the Radiological Services segment which reported a slight decrease in revenue of $241, or less than 1%. In December 2010, we entered into a 50/50 joint venture with RadQual, LLC and formed TI Services, LLC.  Total revenue generated by TI Services, LLC for the quarter ended June 30, 2011 was $723,611 and is being reported on a consolidated basis with the Nuclear Medicine Standards business segment revenue.


The Company recorded $502,533 of bulk cobalt sales for the three-month period ended June 30, 2011, and there were no bulk cobalt sales during the same period in 2010.  Fluctuations in bulk cobalt sales can create large variations in period-to-period revenue comparisons. The following table presents a period-to-period comparison of total revenue by segment, as well as a period-to-period comparison of total revenue by segment excluding bulk cobalt sales. Management believes that a comparison of total revenue excluding bulk cobalt sales provides meaningful information to investors because of the large period-to-period fluctuations in bulk cobalt sales.  However, this information has limitations as an analytical tool and you should not consider it in isolation or as a substitute for total revenue. Further discussion of the performance of each business segment is described more fully in the following paragraphs.



- 13 -






 

For the three-

months ended

June 30,

 

% of

Total Sales

 

For the three-

months ended

June 30,

 

% of

Total Sales

Sale of Product

2011

 

2011

 

2010

 

2010

Radiochemical Products

$

475,901 

 

18%

 

$

404,620 

 

27%

Cobalt Products (including bulk cobalt sales)

 

821,409 

 

31%

 

 

486,377 

 

33%

Nuclear Medicine Standards

 

1,186,399 

 

45%

 

 

483,520 

 

33%

Radiological Services

 

57,635 

 

2%

 

 

57,876 

 

4%

Fluorine Products

 

 

0%

 

 

 

0%

Transportation

 

73,400 

 

3%

 

 

52,900 

 

4%

Corporate revenue

 

 

0%

 

 

 

0%

Total Segments including bulk cobalt sales

$

2,614,744 

 

100%

 

$

1,485,293 

 

100%

 

 

 

 

 

 

 

 

 

 

Radiochemical Products

$

475,901 

 

23%

 

$

404,620 

 

27%

Cobalt Products (excluding bulk cobalt sales)

 

318,876 

 

15%

 

 

486,377 

 

33%

Nuclear Medicine Standards

 

1,186,399 

 

56%

 

 

483,520 

 

33%

Radiological Services

 

57,635 

 

3%

 

 

57,876 

 

4%

Fluorine Products

 

 

0%

 

 

 

0%

Transportation

 

73,400 

 

3%

 

 

52,900 

 

4%

Corporate revenue

 

 

0%

 

 

 

0%

Total Segments excluding bulk cobalt sales

$

2,112,211 

 

100%

 

$

1,485,293 

 

100%


Gross profit for the three-month period ended June 30, 2011 was $999,221, compared to $736,920, for the same period in 2010.  This represents an increase of $262,301, or approximately 36%.  Cost of sales increased to $1,615,523 for the three-month period ended June 30, 2011, from $748,373 for the same period in 2010.  This increase in cost of sales is primarily due to the inclusion of the cost of goods sold of T.I. Services, LLC products. The increase was also due, to a lesser extent, by the increased costs of shielding material such as lead shield bags which are used in shipping products as well as other increases in materials costs.  The gross profit percentage for the three months ended June 30, 2011, was 38% and 50% for the same period in 2010.


Gross profit for the three-month period ended June 30, 2011, includes TI Services, LLC revenues in the amount of $723,611 and TI Services, LLC cost of sales in the amount of $576,111. 2011 is the first year of reporting TI Services, LLC activity on a consolidated basis with all other business segments, therefore there are no corresponding sales or cost of sales to report for TI Services, LLC in 2010.  


 

 

For the three-

months ended

June 30,

 

% of

Total Sales

 

For the three-

months ended

June 30,

 

% of

Total Sales

 

 

2011

 

2011

 

2010

 

2010

Total Sales

 

$

2,614,744 

 

 

 

$

1,485,293 

 

 

Cost of Sales

 

 

 

 

 

 

 

 

 

 

Radiochemical Products

 

$

394,221 

 

15% 

 

$

351,193 

 

24% 

Cobalt Products

 

 

369,213 

 

14% 

 

 

134,779 

 

9% 

Nuclear Medicine Standards

 

 

815,836 

 

31% 

 

 

227,966 

 

15% 

Radiological Services

 

 

20,368 

 

1% 

 

 

21,016 

 

1% 

Fluorine Products

 

 

 

 

 

 

-  

Transportation

 

 

15,885 

 

1% 

 

 

13,419 

 

1% 

Total Segments

 

$

1,615,523 

 

62% 

 

$

748,373 

 

50% 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

$

999,221 

 

 

 

$

736,920 

 

 

Gross Profit %

 

 

38% 

 

 

 

 

50% 

 

 


Operating expenses increased to $2,549,481 for the three-month period ended June 30, 2011, from $2,290,438 for the same period in 2010. Operating expense for the three-month period includes $156,527 of operating expense attributable to TI Services, LLC.  This overall increase from period-to-period represents an increase of $259,043 or approximately 11%.   




- 14 -





The following table shows a comparison of total operating expenses for the three-month period:


 

For the three-

months ended

June 30,

 

For the three-

months ended

June 30,

 

 

 

 

 

 

2011

 

2010

 

% change

 

$ change

Operating Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

Salaries and Contract Labor

$

495,631 

 

$

448,795 

 

10% 

 

$

46,836 

General, Administrative and Consulting

 

462,677 

 

 

478,838 

 

-3% 

 

 

(16,161)

Research and Development

 

1,591,173 

 

 

1,362,805 

 

17% 

 

 

228,368 

Total operating expenses

$

2,549,481 

 

$

2,290,438 

 

11% 

 

$

259,043 


As illustrated in the above table, the increase in operating costs and expenses is primarily attributable to research and development expenses associated with the planning and licensing of the planned depleted uranium de-conversion facility. Salaries and contract labor increased by $46,836, or approximately 10%, for the three-month period ended June 30, 2011, compared to the same period in 2010.  General administrative costs decreased by $16,161, or approximately 3%, to $462,677 for the three months ended June 30, 2011,  compared to $478,838 for the same period in 2010.  Research and development costs increased by $228,368, or approximately 17%, for the three months ended June 30, 2011, compared to same period in 2010. The increase in salaries and contract labor expense was the result of reporting TI Services, LLC salary and wage expense on a consolidated basis, combined with staffing adjustments made and a decrease in the amount of equity based compensation reported for the period ended June 30, 2011,compared to the same period in 2011. The increase in research and development expense is almost entirely attributable to the continued planning and licensing activities with regard to the depleted uranium de-conversion facility. These research and development expenses have increased from period-to-period and are expected to continue to do so provided that funding for the project continues to be available. Our net loss for the three-month period ended June 30, 2011, was $1,670,186, as compared to $1,707,070 for the same period in 2010.  This is a decrease in loss of $36,884, or approximately 2%, and was attributable to controlling research and development costs related to the planned depleted uranium de-conversion and fluorine extraction processing facility.


Interest expense for the three-month period ended June 30, 2011, was $161,883, compared to $173,322 for the same period in 2010. The decrease of $11,439, or approximately 7%, is attributable to interest expense recorded in April of 2010 with regard to the convertible debentures, with no corresponding payment in 2011, as well as the pay-off of two commercial equipment loans.  The convertible debentures that were issued in February 2010 to various institutional and private investors contain a beneficial conversion feature, and accordingly, we have recorded this feature as a contra-liability while simultaneously accreting the beneficial portion of the convertible debenture as interest expense over the 18-month life of the convertible debentures. The convertible debentures mature in August 2011.


Radiochemical Products .  Revenues from the sale of radiochemical products for the three-month period ended June 30, 2011 were $475,901, compared to $404,620 for the same period in 2010.  This represents an increase in revenue of $71,281 or approximately 18%. Although competitive market conditions persist, we believe that our marketing efforts, commitment to high quality customer service, and our pricing structure have provided us with a strong competitive position in the market. Gross profit of radiochemical products for the three months ended June 30, 2011, was $81,680, compared to $53,426 for the same period in 2010.  Gross profit percentages were approximately 17% and 13%, for the three-month periods ended June 30, 2011 and 2010, respectively.  This slight increase in gross profit is attributable to marketing efforts mentioned above, to lower freight prices which were renegotiated during the first quarter of 2011, and to lower shielding costs generated by our lead pig recycling program. Operating expense for this segment for the three-month period ended June 30, 2011, was $27,221, compared to $33,634 for the same period in 2010. This decrease of $6,413, or approximately 19%, is the result of decreases in indirect wage expense and production supply expense. Net income for this segment increased for the three-month period ended June 30, 2011, to $54,459 from $19,793 for the same period in 2010, an increase of $34,666, or approximately 175%.  




- 15 -





The processing of iodine is subject to inspection and the regulatory authority of the U.S. Food and Drug Administration (FDA).  The FDA has inspected the Company’s facility and determined that the Company’s handling of iodine is considered by the FDA as manufacturing of an active pharmaceutical ingredient.  The Company will need to implement improvements in its Quality Assurance methods and controls to meet these FDA requirements.  In addition, the FDA may determine that manufacturing the iodine product will require an amended New Drug Application which would cause the Company to incur further regulatory fees and increase the cost of producing this product.  Any of these regulatory issues could impact the Company’s business decision to continue future iodine production.   


Cobalt Products .  Revenues from the sale of cobalt products for the three-month period ended June 30, 2011, were $821,409, compared to $486,377 for the same period in 2010. This represents an increase in revenue of $335,032, or approximately 69%. We recorded $502,533 of bulk cobalt sales for the three-month period ended June 30, 2011 and there were no bulk cobalt sales during the same period in 2010.  The increase in segment revenue is the result of the timing of large bulk cobalt product sales which have a dramatic affect on period-to-period comparisons, as illustrated in the table above.  Management believes that a period-to-period comparison excluding bulk cobalt sales offers a more useful comparison for the shareholder. However, this information has limitations as an analytical tool and you should not consider it in isolation or as a substitute for total revenue.  Excluding bulk cobalt sales, total cobalt product sales for the three-month period ended June 30, 2011, decreased by $167,500, or approximately 35%, compared to the same period in 2010.   This decrease in revenue can be attributed to the timing of sealed source product sales which declined during the three-months ended June 30, 2011,compared to the same period in 2010, as well as a decrease in other cobalt product sales such as services performed in connection of expended gamma knife source recovery and cobalt recycling.  The following table presents cobalt products sales for the three months ended June 30, 2011 and 2010:


 

For the three-

month period

ended June 30,

 

For the three-

month period

ended June 30,

 

 

 

 

 

Cobalt Products

2011

 

2010

 

% change

 

$ Change

HSA Cobalt  Sales (bulk cobalt)

$

502,533 

 

$

 

0% 

 

$

502,533 

Sealed Source Manufacturing

 

264,216 

 

 

393,657 

 

-33% 

 

 

(129,440)

Other Cobalt Product Sales

 

54,660 

 

 

92,720 

 

-41% 

 

 

(38,060)

 

$

821,409 

 

$

486,377 

 

69% 

 

$

335,033 


Gross profit for the three months ended June 30, 2011, was $452,197, compared to $351,598 for the same period in 2010.  The increase is primarily due to the cost of sales related to the sale of bulk cobalt.  Operating expense in this segment decreased by $4,229, or approximately 7% for the three-month period ended June 30, 2011, as compared to the same period in 2010 and was attributable to decreased spending in production supplies. Net income for cobalt products was $392,070 for the three-month period ended June 30, 2011, as compared to $287,241 for the same period in 2010.  The increase in net income of $104,829, or approximately 37% is attributable to bulk cobalt sales. We anticipate strong sales in this segment for the remainder of 2011 based on current customer commitments for sealed source sales, as well as our contractual commitments for bulk cobalt sales.  We have also received certification under both ISO-9001 and ISO-13485 standards for the manufacture and design of certain cobalt-60 products.  The ISO certifications are important to the Company’s plans for continued expansion of sales of several products into international markets.  ISO certification also improves our capabilities and value as a contract manufacturer of nuclear medicine products for RadQual, LLC. We anticipate that these certifications will strengthen our teletherapy source sales internationally as well as benefit our customers in terms of the quality of our products.


We have a contract with one customer, GE-Hitachi, for 100% of our bulk cobalt sales.  This contract was renewed in April 2010 and carries a term of four years.  The contract states a minimum purchase of material each year (yearly periods are each April 1 – March 31), and any shortages in annual purchases will be invoiced to GE Hitachi. Under this contract we expect to have a minimum of $2,656,000 in bulk cobalt sales over the four-year period.




- 16 -





The production of cobalt, which we use in both bulk cobalt sales and sealed source sales, is dependent on the U.S. Department of Energy, and its prime-operating contractor which manages the Idaho reactor. Loss of the ability to use these irradiation services would significantly impact our cobalt products business segment because there is not currently another reactor available in the United States that is capable of providing this type of service for us.  Previously, our agreement with the prime-operating contractor had been on a reactor cycle-by-cycle contract basis, but in July 2010, we entered into a three-year Work For Others agreement with the DOE prime operating contractor to continue cobalt production and cask handling.  In January 2011, the Company was informed that DOE intended to transfer the existing WFO agreement to the NIDC.  Negotiations have been underway since that time between the Company and NIDC on contract terms and costs for cobalt production services.  While the Company believes it will be able to complete these contract negotiations with NIDC under reasonable contract pricing terms there is the possibility, however, that the new contract costs imposed by NIDC will make it prohibitive to continue cobalt production in the DOE reactor.  Should that happen the Company would be forced to terminate cobalt production in the DOE reactor and attempt to locate an alternate source of supply of cobalt-60 from outside the U.S. A termination of our cobalt production business would have a material adverse effect on the financial results and the operations of the Company. In addition to the continued contract issues with NIDC the Company’s continued access to the reactor for cobalt production, as always, remains subject to approval by the prime operating contractor of the reactor based upon the priorities of its experiments program.  


Nuclear Medicine Standards .  Revenues from nuclear medicine products for the three-month period ended June 30, 2011, were $1,186,399,  compared to $483,520 for the same period in 2010.  This represents an increase in revenue attributable to this segment of $702,879, or approximately 145%.  In December 2010, we formed a 50/50 joint venture, TI Services, LLC, with RadQual, LLC, to distribute products and services for nuclear medicine, nuclear cardiology, and PET imaging.  For the three-month period ended June 30, 2011, revenues from this joint venture totaled $723,611.  The following table presents total sales for this segment for the three months ended June 30, 2011 and 2010.


 

 

For the three-

months ended

June 30,

 

For the three-

months ended

June 30,

 

 

Nuclear Medicine Standards

 

2011

 

2010

 

% change

Sales

 

 

 

 

 

 

 

 

Flood Source Sales

 

$

371,151

 

$

336,593

 

10%

Miscellaneous Source Sales

 

 

91,637

 

 

146,927

 

-38%

TI Services LLC

 

 

723,611

 

 

-

 

-

 

 

$

1,186,399

 

$

483,520

 

145%


Gross profit for the three-month period ended June 30, 2011 was $370,564, as compared to $255,553 for the same period in 2010, an increase of $115,011, or approximately 45%. Because we are reporting our investment in TI Services, LLC on a consolidated basis, gross profit for the three months ended June 30, 2011 includes $576,111 of costs attributable to TI Services, LLC with no corresponding expense for the same period in 2010. The following table presents cost of sales for this segment for the three months ended June 30, 2011 and 2010:


 

 

For the three-

months ended

June 30,

 

For the three-

months ended

June 30,

 

 

Nuclear Medicine Standards

 

2011

 

2010

 

% change

Cost of Sales

 

 

 

 

 

 

 

 

Flood Sources

 

$

198,896

 

$

181,692

 

9%

Miscellaneous Sources

 

 

40,829

 

 

46,275

 

-12%

TI Services LLC

 

 

576,111

 

 

-

 

-

 

 

$

815,835

 

$

227,966

 

258%




- 17 -





Operating expense for this segment for the three-month period ended June 30, 2011 increased to $192,769, from $32,475 for the same period in 2010, an increase of $160,294.  Operating expense for the three months ended June 30, 2011, includes $156,527 of expense for TI Services, LLC, whereas there was no such expense to report for the same period in 2010.  Exclusive of the TI Services, LLC expense, operating expense increased approximately 12% and was primarily attributable to increased costs of general nuclear medicine production supplies used in production support as well as an increase in depreciation expense related to new equipment purchased. Net income for this segment decreased by $37,154, or approximately 17%, to $185,924 for the three-month period ended June 30, 2011, compared to $223,078 for the same period in 2010. Of the $37,154 decrease in net income, approximately $9,127 was attributable to net loss generated by TI Services, LLC.  We will continue to expand this line of business through our new joint venture, TI Services, LLC, which we anticipate will result in increased sales and profitability. In addition, we have received certification under both ISO-9001 and ISO-13485 standards for the manufacture and design of certain nuclear medicine products which will permit expansion of product sales internationally.


Radiological Services .   Revenues from radiological services for the three-month period ended June 30, 2011 were $57,635, compared to $57,876 for the same period in 2010, a decrease of $241 or less than 1%. Revenue in this segment is generated by gem stone processing and radiological service consulting work performed in conjunction with sealed source sales and expended source disposal services and is expected to remain constant through the end of the year.  Gross profit for this segment for the three-month period ended June 30, 2011, was $37,267, compared to $36,861 for the same period in 2010. Operating expense for the three months ended June 30, 2011 was $6,613, as compared to $10,124 for the same period in 2010.  This is a decrease of $3,511, or approximately 35%, and is the result of overall cost control with regard to operations.  Net income for the three-month period ended June 30, 2011 was $30,655, as compared to $26,737 for the same period in 2010. Historically, most of our radiological services have been performed in support of gemstone processing for Quali-Tech, Inc. There are very few companies in the U.S. that possess the mix of qualifications and licensing necessary to provide this type of gemstone related service, and although the volume of gemstones to be processed has not been at historical proportions we anticipate that demand for these services will improve as overall market conditions improve.


Fluorine Products .   There were no revenues to report from the fluorine products segment for the three-month period ended June 30, 2011 or for the same period in 2010.  We are developing our fluorine products in conjunction with uranium de-conversion in order to take advantage of the anticipated need for depleted uranium de-conversion services. Our Fluorine Extraction Process (FEP) patents provide a unique opportunity to provide certain high-purity fluoride compounds while also offering a “for fee” de-conversion service to the uranium enrichment industry. During the three-month period ended June 30, 2011, we incurred approximately $1,735,000 of planning, licensing, and other expense as compared to approximately $1,508,000 in 2010.  This is an increase of $227,000, or approximately 15%.  During 2011, we will continue to use our existing FEP facility in Idaho for testing individual components and analytical processes required for the planned uranium de-conversion facility in New Mexico as funding for the project permits.  We do not anticipate any revenues from sales of fluoride products in 2011.


Transportation Services.  This segment was established to provide for transportation of our products (such as cobalt sources) and to offer “for hire” transportation services of hazardous and non-hazardous cargo materials.  This business segment provides us with considerable savings for the transportation of our products and produces a small revenue stream by providing transportation of products for other companies. The transportation services segment will also provide some of the transportation services for the planned de-conversion facility. Revenues from transportation services for the three-month period ended June 30, 2011 were $73,400, compared to $52,900 for the same period in 2010. This is an increase of $20,500, or approximately 39%. This increase in revenue is the result of utilizing our transportation services segment for the transport of our cobalt products including sealed source products and expended source disposal.  Gross profit was $57,515 for the three-month period ended June 30, 2011, compared to$39,481 for the same period in 2010, or 78% and 75%, respectively, of transportation services segment revenue for these periods.  Operating expense was $44,331 for the three-month period ended June 30, 2011, compared to $62,256 for the same period in 2010.  This represents a decrease of $17,925, or approximately 29%.  This decrease in expense is the result of decreased labor costs as well as decreases in depreciation expense. For the three-month period ended June 30, 2011 net income was $13,184, compared to a net loss of $22,775 for the same period in 2010.  




- 18 -





Six months ended June 30, 2011 compared to six months ended June 30, 2010


Revenues for the six-month period ended June 30, 2011, were $5,028,059, as compared to $2,594,844 for the same period in 2010, an increase of $2,433,215, or approximately 94%. In December 2010, we entered into a 50/50 joint venture with RadQual, LLC and formed TI Services, LLC. Total revenue generated by TI Services, LLC for the six months ended June 30, 2011 was $1,555,368 and is being reported on a consolidated basis with the Nuclear Medicine Standards business segment revenue. The Company recorded $502,533 of bulk  cobalt sales for the six-month period ended June 30, 2011, but recorded no bulk cobalt sales during the same period in 2010.  Because each bulk cobalt sale represents a material dollar amount, these sales can create significant variations in period-to-period comparisons. Therefore, management believes that a comparison of total revenue excluding bulk cobalt sales provides meaningful information to investors because of these large period-to-period variations. However, this information has limitations as an analytical tool and you should not consider it in isolation or as a substitute for total revenue.


The following table presents a period-to-period comparison of total revenue by segment, as well as a period-to-period comparison of total revenue by segment excluding bulk cobalt sales. This information has limitations as an analytical tool and you should not consider it in isolation or as a substitute for total revenue.


 

 

For the six-

months ended

June 30,

 

% of

Total Sales

 

For the six-

months ended

June 30,

 

% of

Total Sales

Sale of Product

 

2011

 

2011

 

2010

 

2010

Radiochemical Products

 

$

917,201 

 

18% 

 

$

848,660 

 

33% 

Cobalt Products (including bulk cobalt sales)

 

 

1,234,244 

 

25% 

 

 

646,262 

 

25% 

Nuclear Medicine Standards

 

 

2,579,556 

 

51% 

 

 

917,039 

 

35% 

Radiological Services

 

 

134,250 

 

3% 

 

 

105,533 

 

4% 

Fluorine Products

 

 

 

0% 

 

 

 

0% 

Transportation

 

 

162,808 

 

3% 

 

 

77,350 

 

3% 

Corporate revenue

 

 

 

0% 

 

 

 

0% 

Total Segments

 

$

5,028,059 

 

100% 

 

$

2,594,844 

 

100% 

 

 

 

 

 

 

 

 

 

 

 

Radiochemical Products

 

$

917,201 

 

20% 

 

$

848,660 

 

33% 

Cobalt Products (excluding bulk cobalt sales)

 

 

731,711 

 

16% 

 

 

646,262 

 

25% 

Nuclear Medicine Standards

 

 

2,579,556 

 

57% 

 

 

917,039 

 

35% 

Radiological Services

 

 

134,250 

 

3% 

 

 

105,533 

 

4% 

Fluorine Products

 

 

 

0% 

 

 

 

0% 

Transportation

 

 

162,808 

 

4% 

 

 

77,350 

 

3% 

Corporate revenue

 

 

 

0% 

 

 

 

0% 

Total Segments

 

$

4,525,526 

 

100% 

 

$

2,594,844 

 

100% 


Gross profit for the six-month period ended June 30, 2011 was $1,918,258, compared to $1,112,601, for the same period in 2010.  This represents an increase of $805,657, or approximately 72%. Gross profit for the six-month period ended June 30, 2011, includes TI Services, LLC revenues in the amount of $1,555,368 and TI Services, LLC cost of sales in the amount of $1,234,731. 2011 is the first year of reporting TI Services, LLC activity on a consolidated basis with all other business segments, therefore there are no corresponding sales or cost of sales to report for TI Services, LLC in 2010. The increase in gross profit for the six-month period is largely attributable to reporting no bulk cobalt sales for the six-month period in 2010, as compared to reporting $502,533 of bulk cobalt sales for the same period in 2011.  




- 19 -





Operating expenses were $5,046,367 for the six-month period ended June 30, 2011, compared to $3,837,049 for the same period in 2010.  This represents an increase of $1,209,318 or approximately 32%.   This increase is attributable to the increase in research and development costs generated by work related to the continued planning and licensing of the uranium de-conversion facility. The following table shows a year to year comparison of total operating expenses for the six-month period:


 

For the six-

months ended

June 30,

 

For the six-

months ended

June 30,

 

 

 

 

 

 

2011

 

2010

 

% change

 

$ change

Operating Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

Salaries and Contract Labor

$

1,146,322

 

$

967,876

 

18%

 

$

178,446

General, Administrative and Consulting

 

901,161

 

 

850,203

 

6%

 

 

50,958

Research and Development

 

2,998,884

 

 

2,018,970

 

49%

 

 

979,914

Total operating expenses

$

5,046,367

 

$

3,837,049

 

32%

 

$

1,209,318


Our net loss for the six-month period ended June 30, 2011, was $3,385,198, as compared to $2,971,932 for the same period in 2010.  This is an increase in loss of $413,266, or 14%, and was largely attributable to the increases in research and development costs related to the planned depleted uranium de-conversion and fluorine extraction processing facility.


Radiochemical Products .  Revenues from the sale of radiochemical products for the six-month period ended June 30, 2011, were $917,201, compared to $848,660 for the same period in 2010. This represents an increase in revenue of $68,541, or approximately 8%.  Increases in this segment’s performance are attributable to increased sales of radiochemical iodine-131 which have remained strong for the six-month period. Gross profit in this segment for the six months ended June 30, 2011, was $159,190, compared to $146,164 for the same period in 2010.  Gross profit percentages for the six months ended June 30, 2011 and 2010 were approximately 17% for each period. Operating expense for this segment for the six-month period ended June 30, 2011 was $69,336, compared to $68,314 for the same period in 2010. This slight increase of less than 1% is due to minor fluctuations in various operating expense accounts. Net income for this segment increased for the six-month period ended June 30, 2011, to $89,954, an increase of $12,304 or approximately 16%, compared to net income of $77,550 for the same period in 2010.


The majority of the sales in the Radiochemical business segment are attributed to sales of radiochemical iodine.  The iodine is purchased by the Company through a sole supply agreement with NTP Radioisotopes (Pty) Ltd. of South Africa.  That agreement extends through August 2013, and includes annual provisions for price adjustment.  The termination of our relationship with NTP Radioisotopes could adversely affect operating results by causing a delay in production or a possible loss of sales in this segment.  The processing of iodine is also subject to inspection and the regulatory authority of the FDA.  The FDA has inspected the Company’s facility and determined that the Company’s handling of iodine is considered by the FDA as manufacturing of an active pharmaceutical ingredient.  The Company will need to implement improvements in its Quality Assurance methods and controls to meet the FDA requirements resulting from this determination.  In addition, the FDA may determine that manufacturing the iodine product will require an amended New Drug Application which would cause the Company to incur further regulatory fees and increase the cost of producing this product.  Any of these regulatory issues could impact the Company’s business decision to continue future iodine production.




- 20 -





Cobalt Products .  Revenues from the sale of cobalt products for the six-month period ended June 30, 2011 were $1,234,244, compared to $646,262 for the same period in 2010. This represents an increase in revenue of $587,982, or approximately 91%. This increase in segment revenue is largely the result of the timing of large bulk cobalt product sales which have a dramatic effect on period-to-period comparisons, as illustrated in the Sale of Product table above. Management believes that a period-to-period comparison excluding bulk cobalt sales offers a more useful comparison for the shareholder.  However, this information has limitations as an analytical tool and you should not consider it in isolation or as a substitute for total revenue. Excluding bulk cobalt sales, total cobalt product sales increased to $731,711 for the six months ended June 30, 2011, compared to $646,262 for the same period in 2010. This is an increase of $85,449, or approximately 13%. This increase in sales, excluding bulk cobalt sales, reflects the on-going marketing efforts of cobalt products into new markets; particularly our sealed source sales.  Gross profit for the six-month period ended June 30, 2011 was $744,566, as compared to $383,801 for the same period in 2010. This increase in gross profit is primarily the result of reporting bulk cobalt sales of $502,533 for this period in 2011, compared to reporting no bulk cobalt sales for the six months ending June 30, 2010.  Operating expense in this segment increased slightly by $528, to $120,987 for the six-month period ended June 30, 2011, from $120,459 for the same period in 2010. Net income for the six months ended June 30, 2011 was $623,579, compared to $263,342 for the same period in 2010. This increase of $360,237, or approximately 137%, is attributable to reporting bulk cobalt sales for the six-month period ended June 30, 201, and no bulk cobalt sales during the same period in 2010. We believe that both the continued development of our Quality Program  as well as our recent ISO-9001 and ISO-13485 certification will enhance our efforts to expand teletherapy source sales into international markets and we anticipate continued strong performance in our cobalt products line of products.


The production of cobalt is dependent upon the DOE, and its prime operating contractor, which controls the reactor operations and, therefore, controls the continued production of cobalt in the government funded reactor.  Previously, the Company’s agreement with the prime operating contractor had been on a reactor cycle-by-cycle contract basis.  In July 2010, the Company entered into a three-year Work For Others (WFO) agreement with the DOE prime operating contractor to continue cobalt production and cask handling.  In January 2010, the Company was informed that DOE intended to transfer the existing WFO agreement to the NIDC.  Negotiations have been underway since that time between the Company and NIDC on contract terms and costs for cobalt production services.  While the Company believes it will be able to complete these contract negotiations with NIDC under reasonable contract pricing terms there is the possibility, however, that the new contract costs imposed by NIDC will make it prohibitive to continue cobalt production in the DOE reactor.  Should that happen the Company would be forced to terminate cobalt production in the DOE reactor and attempt to locate an alternate source of supply of cobalt-60 from outside the U.S.  A termination of our cobalt production business would have a material adverse effect on the financial results and the operations of the Company.  In addition to the continued contract issues with NIDC the Company’s continued access to the reactor for cobalt production, as always, remains subject to approval by the prime operating contractor of the reactor based upon the priorities of its experiments program.


Nuclear Medicine Standards .  Revenues from nuclear medicine products for the six-month period ended June 30, 2011 were $2,579,556, compared to $917,039 for the same period in 2010.  This represents an increase in revenue attributable to this segment of $1,662,517, or approximately 181%.  In December 2010, we formed a 50/50 joint venture, TI Services, LLC, with RadQual, LLC, to distribute products and services for nuclear medicine, nuclear cardiology, and PET imaging.  For the six-month period ended June 30, 2011, revenues from this joint venture totaled $1,555,368.  The following table presents total sales for this segment for the six months ended June 30, 2011 and 2010.


 

 

For the six-

months ended

June 30,

 

For the six-

months ended

June 30,

 

 

Nuclear Medicine Standards

 

2011

 

2010

 

% change

Sales

 

 

 

 

 

 

 

 

Flood Source Sales

 

$

838,585

 

$

697,565

 

20%

Miscellaneous Source Sales

 

 

185,603

 

 

219,474

 

-15%

TI Services LLC

 

 

1,555,368

 

 

-

 

-

 

 

$

2,579,556

 

$

917,039

 

181%




- 21 -





Gross profit for the six-month period ended June 30, 2011 was $796,443, as compared to $460,080 for the same period in 2010, an increase of $336,361, or approximately 73%. Because we are reporting our investment in TI Services, LLC on a consolidated basis, gross profit for the six months ended June 30, 2011 includes $1,234,731 of costs attributable to TI Services, LLC with no corresponding expense for the same period in 2010. The following table presents cost of sales and gross profit for this segment for the six months ended June 30, 2011 and 2010.


 

 

For the six-

months ended

June 30,

 

For the six-

months ended

June 30,

 

 

Nuclear Medicine Standards

 

2011

 

2010

 

% change

Cost of Sales

 

 

 

 

 

 

 

 

Flood Sources

 

$

459,957

 

$

378,440

 

22%

Miscellaneous Sources

 

 

88,425

 

 

78,519

 

13%

TI Services LLC

 

 

1,234,731

 

 

-

 

-

 

 

$

1,783,113

 

$

456,959

 

290%

 

 

 

 

 

 

 

 

 

Gross Profit

 

$

796,443

 

$

460,080

 

 


Operating expense for this segment for the six-month period ended June 30, 2011 increased to $396,479, from $63,476 for the same period in 2010, an increase of $333,003.  Operating expense for the six months ended June 30, 2011 includes $312,408 of expense for TI Services, LLC, whereas there was no such expense to report for the same period in 2010.  Exclusive of the TI Services, LLC expense, operating expense increased approximately 33% and was primarily attributable to increased costs of general nuclear medicine labor support and production supplies used in production support. Net income for this segment increased by $3,361, or less than 1%, to $399,964 for the six-month period ended June 30, 2011, compared to $396,603 for the same period in 2010. The increase in net income included $8,129 attributable to net income generated by TI Services, LLC.  We anticipate that sales of our nuclear medicine products will continue to increase as we expand this line of business through our new joint venture, TI Services, LLC. We believe our recent ISO certifications will also strengthen our value as a contract manufacturer of nuclear medicine products for RadQual, LLC as well as enhancing overall financial performance of this business segment by permitting expansion of international sales.


Radiological Services .  The radiological services segment reported revenues of $134,250 for the six-month period ended June 30, 2011 and $105,533 for the same period in 2010.  This is an increase of $28,707, or approximately 27%. Gross profit was $96,458 for this segment for the six months ended June 30, 2011 and $62,386 for the same period in 2010.  This is an increase in gross profit of $34,069, or approximately 55%. Operating costs were $12,898 and $26,960 for 2011 and 2010, respectively, for the same six-month period.  Topaz gemstone processing revenues continue to remain modest compared to historical levels, however there are very few companies in the U.S. that possess the qualifications and licensing necessary to perform this type of gemstone related service and management believes that demand will improve as economic conditions improve.  Although the performance of this segment is largely dependent on topaz gemstone processing, both radiological source disposal services and radiological consulting services have reported increased revenues for the six months ended June 30, 2011, as compared to the same period in 2010.  Radiological consulting work and expended source disposal services are performed in conjunction with sealed source sales in our cobalt products segment and we anticipate that along with cobalt product sales, our radiological services segment’s performance will continue to improve based on customer orders and contractual customer obligations.


Fluorine Products .  There were no revenues to report for our fluorine products segment for the six-month period ended June 30, 2011.  We are developing our fluorine products in conjunction with uranium de-conversion in order to take advantage of the anticipated need for depleted uranium de-conversion services. Our Fluorine Extraction Process (FEP) patents provide a unique opportunity to provide certain high-purity fluoride compounds while also offering a “for fee” de-conversion service to the uranium enrichment industry and, based on market studies, we believe that as funding becomes available continued financial investment in the uranium de-conversion facility is justified. During the six month period ended June 30, 2011, we incurred approximately $2,998,884 of planning, licensing, and other expense as compared to approximately $2,018,970 for the same period in 2010. This is an increase of $979,914, or approximately 49%.  During 2011 we will continue to use the FEP facility in Idaho for testing individual components and analytical processes required for the planned uranium de-conversion facility in New Mexico.  We do not anticipate any revenues from the sales of fluoride products in 2011.  




- 22 -





Transportation Services .  Revenues from the transportation services segment for the six-month period ended June 30, 2011, were $162,808, compared to $77,350 for the same period in 2010. This is an increase of $85,458, or approximately 110% and is largely the result of increased “for hire” revenues. Gross profit for this segment was $121,605 for the six-month period ended June 30, 2011, and $60,170 for the same period in 2010. This is an increase in gross profit of $61,435, or approximately 102%.  Operating expense for this segment was $98,140 for the six-month period ended June 30, 2011, and $111,142 for the same period in 2010.  This represents a decrease of $13,002 or approximately 12%. The transportation services business segment continues to provide hazardous and non-hazardous transportation services to us at significant savings as compared to outside commercial carriers.  Our specially trained drivers and equipped vehicles are well suited to meeting the security and regulatory requirements necessary for the transport of these types of shipments while significantly reducing the costs of transport to our Company. It is anticipated that this segment will also provide some of the transportation services for the planned de-conversion facility.


LIQUIDITY AND CAPITAL RESOURCES


On June 30, 2011 we had cash and cash equivalents of $2,057,578.  For the six months ended June 30, 2011, net cash used in operating activities was $2,135,081.  Use of cash in operating activities is a combination of typical operating purchases, including inventory purchases as well as cash paid for services in support of the planned de-conversion facility.


Inventories at June 30, 2011 totaled $1,552,655, and inventories at December 31, 2010 totaled $1,681,840.  This significant investment in inventory is due to the time required to produce some cobalt products and the operating cycle for those products is considered to be approximately three years. Irradiation costs paid to the Department of Energy’s prime contractor account for approximately 84% of total work in process inventory cost for the six-month period ended June 30, 2011, and approximately 86% of total inventory cost for the same period in 2010.


Increases in accounts receivable reflect normal fluctuations in segment sales as well as payment terms.  Historically, we have not written off any accounts receivable and we expect that trend to continue.  For the six-month period ended June 30, 2011, we used $17,037 in investing activities.  During this six-month period we purchased a new computer server, transportation equipment, and other capital equipment used in our manufacturing processes for a total of approximately $150,000. We sold assets for proceeds of $18,500.  Financing activities used $27,607 of cash during the six months ended June 30, 2011, primarily for loan payments.  We borrowed $45,000 from RadQual, LLC, for the purchase of a camera for use in the quality assurance processes related to the manufacture of flood source products.  The loan is for one year and bears an interest rate of 8.5%.


At June 30, 2011, we had two outstanding loans with Compass Bank.  One loan carries an outstanding balance of $11,085 with an interest rate of 9.25%, maturing on September 15, 2011.  The second loan, with an outstanding balance of $366,788 (the “Term Loan”) matured April 20, 2011, but was extended to August 29, 2011.   In June 2011 we received a notice of non-renewal from Compass Bank with respect to the Term Loan, therefore the outstanding balance of the Term Loan is expected to be paid in full with cash from our existing accounts by August 29, 2011. We also have an unsecured note payable totaling $500,000 which is payable to the former Chairman of the Board.  The loan requires annual interest payments on the principal balance at 7% per year, payable each April 1st, and the note matures on April 1, 2012. We may seek additional debt financing for our projects and operations in the future.  There is no assurance that we will be able to secure additional debt financing on acceptable terms to us, or at all.


We are continuing to pursue the planning, licensing and construction of a depleted uranium de-conversion and fluorine extraction processing facility.  We spent approximately $3,300,000 during the first six months of 2011 on planning, licensing, and other expense for this project, and will continue this work as funding becomes available to us.  During the first six months of 2011, we continued work in support of the licensing process with the NRC, worked on the transfer of property for the facility, completed contract negotiations and selected a design and build contractor for the project, and continued to work towards completing sales agreements for the sale of products from the proposed facility. In July 2011, we announced the selection of Parsons as the design-build contractor for the facility and completed a letter of intent documenting the contract terms.




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It will require significant capital and time to design, license, and construct such a uranium de-conversion facility. Nonetheless, the Company believes that the commercial opportunity will justify this investment and it has taken several actions in 2010 and 2011, to put this plan in place. In February 2010, the Company issued convertible debentures with an aggregate principal balance of $3,075,000 and in October 2010 completed a private offering generating proceeds of approximately $5,800,000. These funds were raised to provide continuing support for the costs associated with the construction and licensing of the de-conversion facility, and it is planned, as funds become available, that significant costs will continue to be incurred.


We are exploring several options for funding of the project at this time including a loan under the Department of Energy Loan Guarantee Program solicitation for renewable energy, and energy savings in manufacturing projects. Under that program the DOE makes relatively low interest loans through the federal bank to approved projects. We have submitted an application under this program and anticipate some indication from the DOE of award status in 2012. We have submitted an application to the DOE Loan Guarantee Office for a loan for the construction of our de-conversion and FEP facility. There can be no guarantee that the DOE will determine our project to be a qualifying project or that the DOE will award us a loan. If the loan application is unsuccessful, we will have to raise the balance of the funds required for the planned facility through additional equity or debt financing. There can be no assurance that we will be able to secure additional equity or debt financing on acceptable terms, or at all, if the DOE loan is not available.


We have a long term investment of $1,414,747, which represents a 24.5% ownership in units of RadQual, LLC. The value of this asset is based upon the purchase price of those shares and the continued business performance of RadQual, LLC. We purchased these shares with the intent to eventually acquire the remaining shares of RadQual, LLC and thus improve the revenues and profit margin for the nuclear medicine business segment.  At the present time there is no immediate action pending or planned to acquire the remainder of those shares.  Future plans to complete this acquisition will depend upon our ability to obtain additional capital and RadQual, LLC stockholders being willing to sell.

 

Our future liquidity and capital funding requirements will depend on numerous factors, including, contract manufacturing agreements, commercial relationships, technological developments, market factors, available credit, and voluntary warrant redemption by shareholders. There is no assurance that additional capital and financing will be available on acceptable terms to the Company or at all.


On October 29, 2010 we completed a private placement for cash proceeds of $5,815,000.  We issued 29,075,000 units with each unit consisting of one share of common stock and one warrant to purchase one share of common stock for an exercise price of $0.40.  The warrants expire in five years and contain a call provision that permits the Company to call the warrants in the event that the Company's closing stock price is greater than $0.80 per share for any 20 consecutive trading days.  The proceeds of this offering will be used to continue our efforts on the licensing and design of our planned uranium de-conversion and fluorine extraction processing facility in New Mexico.  At June 30, 2011, there were 56,552,970 outstanding warrants to purchase common stock.  Included in these are 8,200,000 Class F warrants issued in November 2008, with an exercise price of $0.30 per share and an expiration date of November 10, 2013.  On March 20, 2011, 13,333,331 Class E warrants expired pursuant to the terms of the warrant agreement. On March 25, 2011, we issued 13,333,331 Class J Warrants, to previous holders of Class E warrants, with an exercise price of $0.43 per share and an expiration date of September 25, 2011.


ITEM 4.  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


The Company maintains disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that material information relating to the Company is made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports that are filed or submitted under the Exchange Act, are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.




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Management, with the participation of the CEO and CFO, has evaluated the effectiveness, as of June 30, 2011, of the Company’s disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2011.


Changes in Internal Control over Financial Reporting


There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2011, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II.   OTHER INFORMATION


Item 1A.  Risk Factors


Other than as set forth below, as of the date of this filing, there have been no material changes or updates to the risk factors previously disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2010.


We are subject to extensive government regulation in jurisdictions around the globe in which we do business. Regulations address, among other things, environmental compliance, import/export restrictions, healthcare services, taxes and financial reporting, and can significantly increase the cost of doing business, which in turn can negatively impact our operations, financial results and cash flow. We are subject to government regulation and intervention both in the United States and in all foreign jurisdictions in which we conduct business. Compliance with applicable laws and regulations results in higher capital expenditures and operating costs and changes to current regulations with which we must comply can necessitate further capital expenditures and increases in operating costs to enable continued compliance. Additionally, from time to time, we may be involved in legal or administrative proceedings under certain of these laws and regulations. Significant areas of regulation and intervention include the following:


Radioactive Waste .   All of our manufacturing processes generate some radioactive waste. We must handle this waste pursuant to the Low Level Radioactive Waste Policy Act of 1980, which requires the safe disposal of mildly radioactive materials. The estimated costs for storage and disposal of these materials have been included in the manufacturing and sales price of our products. However, actual disposal costs are subject to change at the discretion of the disposal site and are ultimately applied at the time of disposal. The Nuclear Regulatory Commission (NRC) is revising its regulations on the disposal of depleted uranium waste at low level radioactive waste disposal facilities that accept substantial quantities of depleted uranium. If commercial low level radioactive waste disposal facilities are not readily available to us, we may not be able to provide the de-conversion services at the level assumed by our business model.




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Iodine Processing .  The processing of iodine is subject to inspection and the regulatory authority of the FDA.  The FDA has inspected the Company’s facility and determined that the Company’s handling of iodine is considered by the FDA as manufacturing of an active pharmaceutical ingredient.  The Company will need to implement improvements in its Quality Assurance methods and controls to meet the FDA requirements resulting from this determination.  In addition, the FDA may determine that manufacturing the iodine product will require an amended New Drug Application which would cause the Company to incur further regulatory fees and increase the cost of producing this product.  Any of these regulatory issues could impact the Company’s business decision to continue future iodine production.   


Health Compliance .  Health regulations, dictated by the United States Occupational Safety and Health Administration and the NRC are extensive in our business. There is no assurance that our activities will not at times result in liability under health regulations. Costs and expenses resulting from such liability may materially negatively impact our operations and financial condition. Overall, health laws and regulations will continue to affect our business worldwide.


Environmental Regulation .  We are subject to various federal, state, local and foreign government requirements regulating the discharge of materials into the environment or otherwise relating to the protection of the environment. These laws and regulations include, but are not limited to the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act and state statutes such as the Idaho Hazardous Waste Management Act, the Low Level Radioactive Waste Policy Act of 1980, NRC regulations concerning various irradiated, radioactive, and depleted uranium materials, and United States Department of Transportation regulations concerning shipment of radioactive materials. Certain of these laws and regulations can impose substantial fines and criminal sanctions for violations, and require installation of costly equipment or operational changes to limit emissions and/or decrease the likelihood of accidental hazardous substance releases. We incur, and expect to continue to incur capital and operating costs to comply with these laws and regulations. In addition, changes in laws, regulations and enforcement of policies, or the imposition of new clean-up requirements or remedial techniques could require us to incur costs in the future that would have a negative effect on our financial condition or results of operations.


Import/Export Regulation .  We are subject to significant regulatory oversight of our import and export operations due to the nature of our product offerings. Penalties for non-compliance can be significant and violations can result in adverse publicity.


Taxes .  We structure our operations to be tax efficient and to make use of tax credits and other incentives. Nevertheless, changes in tax laws, actual results of operations, final audit of tax returns by taxing authorities, and the timing and rate at which tax credits can be utilized can change the rate at which we are taxed, thereby affecting our financial results and cash flow.


Financial Accounting Standards .  Our financial results can be impacted by new or modified financial accounting standards.


We will need to raise additional funds to complete the construction of our de-conversion FEP facility. We need to raise approximately $125   million additional funds to complete the design, license and construction of a de-conversion facility with a production scale FEP operation.  We may seek additional debt financing for our projects and operations in the future.  In April 2011 we received a notice of non-renewal from Compass Bank with respect to our term loan with the bank.  There is no assurance that we will be able to secure additional debt financing on acceptable terms to us, or at all.  The recent Japan nuclear crises may adversely impact our ability to raise such additional capital.  In addition, the total funds required to complete this project have been based upon early preliminary estimates and, while we believe these estimates are conservative, there can be no assurance that unforeseen expense will not be incurred and additional funding required to complete the project.


We will need additional financing to continue operations.   Because we may continue to experience negative cash flow, we will need to obtain additional financing to continue operations.  In April 2011 we received a notice of non-renewal from Compass Bank with respect to our term loan with the bank.  Management will continue to plan and take actions to improve our financial results which could enhance our ability to obtain debt financing.  However, obtaining additional financing is subject to many factors beyond our control and may not be available to us on acceptable terms or at all.




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We are dependent on various third parties in connection with our business operations.    One of our main core business segments, cobalt products, is dependent on continued access to the Idaho research reactor and our continued ability to carry out work under the DOE's Federal Work for Others non-government sponsor programs. The production of high specific activity cobalt is dependent upon the DOE, and its prime-operating contractor, which controls the Idaho reactor.  In January 2010, the Company was informed that DOE intended to transfer the existing WFO agreement to the National Isotope Development Center (NIDC).  Negotiations have been underway since that time between the Company and NIDC on contract terms and costs for cobalt production services.  While the Company believes it will be able to complete these contract negotiations with NIDC under reasonable contract pricing terms there is the possibility, however, that the new contract costs imposed by NIDC will make it prohibitive to continue cobalt production in the DOE reactor.  Should that happen the Company would be forced to terminate cobalt production in the DOE reactor and attempt to locate an alternate source of supply of cobalt-60 from outside the U.S.  A termination of our cobalt production business would have a material adverse effect on the financial results and the operations of the Company.  In addition to the continued contract issues with NIDC the Company’s continued access to the reactor for cobalt production, as always, remains subject to approval by the prime operating contractor of the reactor based upon the priorities of its experiments program.  Loss of the ability to use these irradiation services would significantly impact our cobalt products business segment because there is not currently another reactor available in the United States that is capable of providing this type of service for us.   


·

Gemstone Production .  Our gemstone production is tied to an exclusive agreement with Quali-Tech, Inc., and future gemstone irradiation services are dependent upon the continuation of that agreement. Should this agreement terminate, sales in our radiological services would be negatively impacted because the agreement prohibits us from processing gemstones for other customers for two years after the agreement terminates.


·

Nuclear Medicine .  Our nuclear medicine calibration and reference standard manufacturing is conducted under an exclusive contract with RadQual, LLC, which in turn has agreements in place with several companies for marketing and sales.


·

Radiochemical Iodine .  Our radiochemical iodine is supplied through a contract with a single supply source. Unanticipated contract terminations by any of these suppliers and other third parties can have a material adverse impact on operations, financial results, and cash flow.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.


On April 22, 2011, the Company’s compensation committee amended the stock option granted to its Chief Executive Officer, Steve Laflin, in April 2001 under the Company’s 2000 Long Term Incentive Plan. The grant to purchase 1,000,000 shares of the Company’s common stock was amended to allow a “net” exercise Option.  This “net” exercise option permitted Mr. Laflin to direct the Company to withhold shares of the Company's common stock that would have otherwise been issued upon exercise of the option to meet withholding tax obligations.  On April 22, 2011, immediately following the committee’s approval, Mr. Laflin instructed the Company to "net" exercise the option as per the terms approved by the compensation committee which resulted in the issuance of 351,263 shares of the Company’s common stock.  The issuance was made pursuant to Section 4(2) of the Securities Act of 1933.  


Item 5. Other Information


On May 1, 2011 the Company entered into two new lease agreements for the Company’s facilities located in Idaho Falls, Idaho. The new lease for the main facility at 4137 Commerce Circle, Idaho Falls, Idaho, is for a period of ten years and includes an option to extend for an additional five years. The monthly rental payment under the terms of the new lease is $11,359.  The new lease for the FEP facility at 1359 Commerce Way, Idaho Falls, Idaho is for a period of one year and includes an option to extend for an additional five years.  The monthly rental payment under the terms of the lease is $4,717.  




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Item 6. Exhibits


3(i)

Restated Certificate of Formation, as amended (incorporated by reference to Exhibit 3(i) of the Company’s Quarterly Report on Form 10-Q for period ended June 30, 2010).


3(ii)

Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form SB-2 filed on May 1, 1997 (Registration No. 333-26269)).


10.1

Lease Agreement for 4137 Commerce Circle dated May 1, 2011 between Adrian Rand Robinson, Dorothy Robinson and the Company.*


10.2

Lease Agreement for 1359 Commerce Way dated May 1, 2011 between Adrian Rand Robinson, Dorothy Robinson and the Company.*


31.1

Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for Chief Executive Officer.*


31.2

Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for Chief Financial Officer.*


32.1

Certification by the Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


32.2

Certification by the Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


101

The following financial statements, formatted in XBRL: (i) Unaudited Condensed Consolidated Balance Sheets as of June 30, 2011 and December 31, 2011, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2011 and the three and six months ended June 30, 2010 (iii) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and June 30, 2010 and (v) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of test.  The information is Exhibit 101 is “furnished” and not “filed”, as provided in Rule 402 of Regulation S-T.*  


________________

* Filed herewith




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SIGNATURES


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


 

International Isotopes Inc.

 

(Registrant)

 

 

 

 

 

 

 

By:

/s/ Steve T. Laflin

 

 

Steve T. Laflin

 

 

President and Chief Executive Officer

 

 

 

 

 

 

 

By:

/s/ Laurie McKenzie-Carter

 

 

Laurie McKenzie-Carter

 

 

Chief Financial Officer

 

 

 

Date:  August 10, 2011

 

 




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EXHIBIT INDEX


Exhibit

Number

Description of Document


3(i)

Restated Certificate of Formation, as amended (incorporated by reference to Exhibit 3(i) of the Company’s Quarterly Report on Form 10-Q for period ended June 30, 2010).


3(ii)

Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form  SB-2 filed on May 1, 1997 (Registration No. 333-26269)).


10.1

Lease Agreement for 4137 Commerce Circle dated May 1, 2011 between Adrian Rand Robinson, Dorothy Robinson and the Company.*


10.2

Lease Agreement for 1359 Commerce Way dated May 1, 2011 between Adrian Rand Robinson, Dorothy Robinson and the Company.*


31.1

Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for Chief Executive Officer.*


31.2

Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for Chief Financial Officer.*


32.1

Certification by the Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


32.2

Certification by the Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


101

The following financial statements, formatted in XBRL: (i) Unaudited Condensed Consolidated Balance Sheets as of June 30, 2011 and December 31, 2011, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2011 and the three and six months ended June 30, 2010 (iii) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and June 30, 2010 and (v) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of test.  The information is Exhibit 101 is “furnished” and not “filed”, as provided in Rule 402 of Regulation S-T.*


________________

* Filed herewith



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Exhibit 10.1

LEASE AGREEMENT

(4137 Commerce Circle)



THIS LEASE AGREEMENT, is made and entered into as of this 1st day of May, 2011, by and between ADRIAN RAND ROBISON and DOROTHY ROBISON , husband and wife, referred to herein as "Lessor", and INTERNATIONAL ISOTOPES, INC. , a Texas corporation, referred to herein as "Lessee".


WITNESSETH:


In consideration of the mutual covenants, conditions and agreements contained herein and the payment of rents herein specified, it is agreed as follows:


1.

DEMISED PREMISES . Lessor does hereby lease, demise and rent unto Lessee the following described premises and all improvements thereon located at 4137 Commerce Circle, Idaho Falls, Idaho, situated in the County of Bonneville, State of Idaho, to-wit (the "Leased Premises"):


Lot 4 Block 4, St. Leon Industrial Park, Division No.2, according to the recorded plat thereof.


2.

TERM . The term of this Lease Agreement shall be as follows:


2.1

Initial Term . The initial term of this Lease Agreement shall be for a term of ten (10) years commencing on May 1, 2011 (the "Commencement Date") and extending to midnight on April 30, 2021, subject however to prior termination as hereinafter set forth. For purposes of this Lease Agreement, the term "Lease Year" shall refer to the period of time each year commencing on the 1st day of May and ending at midnight on the 30th day of April.


2.2

Option to Renew . The term of this Lease Agreement may be extended, at the option of the Lessee, for one (1) successive period of five (5) years, being herein sometimes referred to as the extended term, as follows:


Extended Term

Commencing five (5) years from the Commencement Date and continuing for five (5) years thereafter.


At the expiration of the Initial Term, if this Lease shall be in full force and effect and the Lessee shall have fully performed all of its terms and conditions, the Lessee shall have the option to extend this Lease, upon the same terms and conditions, with rent to be paid as set forth in Article 3 herein, for an extended term of five (5) years to commence immediately upon the termination of the Initial Term of this Lease. The option for such extended term shall be exercised by the Lessee giving written notice thereof to the Lessor not less than one hundred eighty (180) days prior to t the then current term.


The extended term shall be upon the same terms, covenants, and conditions as the original term of this Lease. In the event this Lease is extended as aforesaid, a new Lease Agreement for the term of such extension shall be unnecessary on such extension, this Lease constituting a present demise for both the original and the extended term. Any termination of this Lease during the Initial Term shall terminate all rights of extension hereunder.







3.

RENT AND SECURITY DEPOSIT . Lessee covenants, stipulates and

agrees to pay to Lessor as rent for the Leased Premises the following:


3.1

Lessee shall pay to Lessor monthly rental payments in the amount of $11,359.41 each.


3.2

All monthly rental payments shall be paid in advance with the first

months lease payments to be paid on or before May 1, 2011 and all subsequent lease payments to be paid on the 1st day of each month during the term of this Lease Agreement.


3.3

Lessee has deposited with Lessor $4,252.00. Such deposit amount

of $4,252.00 is security for the faithful performance by Lessee of all terms, provisions, conditions and covenants hereof upon the Lessee's part to be kept, observed and performed, and said sum shall be returned to Lessee after the time fixed as the expiration of this Lease Agreement; provided, however, Lessee shall have faithfully kept, observed and performed all the terms, provisions, conditions and covenants on Lessee's part to be kept and performed; that in case of default on the part of Lessee to comply with the provisions hereof, said deposit shall be used first for the payment of delinquent rental, secondly for the payment of costs and expenses incurred by Lessor in repairing damage to the Leased Premises occasioned by the tenancy, and thirdly, for the repair and renovation of the grounds, occasioned by the default on the part of Lessee to comply with the terms hereof. Any surplus over the amount deposited hereof, in excess of the costs and expenses of Lessor in repairing damages due to the fault or neglect of Lessee shall be returned to Lessee. In the event the deposit herein made is not sufficient to cover costs of such repair, Lessee agrees to forthwith pay to Lessor, or Lessor's agents, the amount necessary over and above such deposit, to repair the Leased Premises.


3.7

In the event Lessee is delinquent in paying the rental payments or any other payments required of Lessee herein all such past due payments shall bear interest at eighteen percent (18%) per annum from the date of default until paid.


4.

ASSIGNMENT OR SUBLEASING . Lessee shall not assign, mortgage, or encumber this Lease Agreement, nor sublet or permit the Leased Premises or any part thereof to be used by others for any purpose, without the prior written consent of Lessor being first obtained in each instance; provided, however, that regardless of any such assignment or sublease, Lessee shall remain primarily liable for the payment of the rent herein reserved and for the performance of all the other terms of this Lease Agreement required to be performed by Lessee. Lessor does hereby specifically consent to the sublease of this Lease Agreement by Lessee to its subsidiary, International Isotopes Idaho, Inc. Provided, however, regardless of such sublease, Lessee shall remain primarily liable for the payment of the rent herein reserved and for the performance of all the other terms of this Lease Agreement required to be performed by Lessee.


5.

USAGE OF PREMISES AND COMPLIANCE WITH LAWS AND INSURANCE . Lessee shall not use, nor permit the use of the Leased Premises, for any other purpose or purposes or under any other trade name without the prior written consent of Lessor. The Leased Premises shall not be used for any unlawful purpose during the term of this Lease Agreement, and Lessee agrees to comply with all restrictive covenants (including any further covenants which may be recorded pertaining to the Premises) and all federal, state, county and city ordinances, laws and regulations, present or future, affecting the use of or the type of business to be carried on in the Leased Premises. Lessee shall not use the Leased Premises in a manner which shall increase the rate of fire or extended coverage insurance on the building situate on the Leased Premises over that in effect prior to this Lease Agreement. It is understood that before Lessee or any sublessee of Lessee can conduct certain operations on the Leased Premises contemplated by Lessee, a license to conduct such operations will need to be obtained from the nuclear regulatory commission and other governmental agencies. It is anticipated that in connection with the issuance of such licenses, Lessee will be required to obtain a surety bond insuring against any damages caused to the Leased Premises by hazardous waste and materials. Lessor shall be named as an insured party and beneficiary of any such surety bond or insurance. THE PROVISIONS CONCERNING HAZARDOUS WASTE AND MATERIAL SET FORTH IN APPENDIX I ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE AND ARE SPECIFICALLY MADE A PART OF THIS LEASE AGREEMENT.




2 - LEASE AGREEMENT





6.

UTILITIES . Lessee shall furnish and timely pay for all heat, gas, electricity, power, water, hot water, lights, telephone, and all other utilities of every type and nature whatsoever used in or about the Leased Premises at Lessee's own cost and expense, and shall indemnify Lessor against any liability on such account. Lessor shall be under no obligation to furnish or pay for any of such utilities.


7.

LESSOR'S RIGHT OF ENTRY . Lessor or their agents shall have the right to enter the Leased Premises at any reasonable time upon notice to Lessee to examine the same and determine the state of repair or alteration which shall or may be necessary for the safety or preservation of the Leased Premises.


8.

ALTERATIONS . No alteration, addition, or improvement to the Leased

Premises shall be made by Lessee without the written consent of Lessor. Any alteration, addition or improvement made by Lessee after such consent shall have been given, and any fixtures installed as part thereof, shall at Lessor's option become the property of Lessor upon the termination of this Lease Agreement and be surrendered with the Leased Premises; provided, however, that Lessor shall have the right to require Lessee to remove such fixtures at Lessee's cost upon the termination of this Lease Agreement. Upon the removal of any such fixtures, Lessee shall be required to promptly repair any damage or injury done to the Leased Premises by such removal and restore the Leased Premises to as good condition as the same are in at the time Lessee shall take possession, reasonable wear and tear excepted. Lessee shall indemnity Lessor against any mechanic's or materialman's lien or other lien arising out of the making of any alteration, repair, addition, or improvement by Lessee, and shall hold Lessor harmless of any such liens or claims, including reasonable attorney fees and costs that may be incurred in removing any such liens.


9.

SIGNS . Lessee shall not affix or maintain upon the glass panes or supports of the windows, doors or the exterior walls of the Leased Premises, any signs, advertising placards, names, insignia, trademarks, descriptive material or any other such like items except as shall have first received the written approval of Lessor as to the size, type, color, location, copy, nature and display qualities. Lessee may, upon approval of Lessor, have windows or doors of the Leased Premises painted, or place decals thereon with the name of Lessee, Lessee's address and business hours, provided said painting or decals are removed upon termination or vacation of the Leased Premises at Lessee's expense.


10.

WASTE . Lessee shall not commit any waste or damage to the Leased Premises hereby leased, nor permit any waste or damage to be done thereto.


11.

PROTECTION OF PROPERTY . Lessee agrees to maintain the Leased Premises in as good condition as the same is in at the time Lessee shall take possession of the Leased Premises, reasonable wear and tear excepted. At the termination of this Lease Agreement in any manner Lessee will surrender the Leased Premises to Lessor in the condition above described. Damage to walls, doors, windows, ceiling tiles and other parts of the Leased Premises shall be repaired and painted by Lessee at Lessee's sole cost and expense and returned in good condition at the termination of this Lease Agreement and at the termination of this Lease Agreement carpets shall be repaired and cleaned by Lessee at Lessee's cost and expense. Upon the termination of this Lease Agreement, Lessee may remove any signs owned by Lessee from the Leased Premises, promptly repairing any damage or injury done to the Leased Premises by such removal and restoring the Leased Premises to the condition above described.


12.

MAINTENANCE . All maintenance and repair necessary to keep the Leased Premises in good condition and repair shall be made at Lessee's sole cost and expense, including, but not limited to, normal maintenance and repairs to the furnace or any other heating or air conditioning equipment, electrical fixtures, all interior and exterior painting and decorating, glass replacement, plumbing and sewer repair, and all other repairs of every kind, nature and description. Lessee further agrees that all damage or injury done to the Leased Premises by Lessee or by any person who may be in or upon the Leased Premises at Lessee's invitation or with Lessee's permission shall be repaired by Lessee at their sole cost and expense.


13.

INSURANCE .


13.1

Lessee shall maintain and pay for adequate fire and extended coverage insurance upon the improvements located on the Leased Premises.



3 - LEASE AGREEMENT






13.2

Lessee shall also obtain, at Lessee's sole cost and expense, general public liability insurance protecting and indemnifying Lessor and Lessee against all claims for damages to person or property or for loss of life or of property occurring upon, in, or about the Leased Premises, with liability limits of $50,000.00 property damage and $500,000.00 with respect to injuries to anyone person, and $1,000,000.00 in respect to anyone accident or disaster or incident of negligence.


13.3

Lessee shall obtain all such insurance policies before Lessee takes possession of the Leased Premises. In the event of any loss or destruction of the Leased Premises by any insured cause, the insurance proceeds paid or payable as a result of said insured loss shall be paid to Lessor and Lessor shall use such insurance proceeds to repair the Leased Premises unless as a result of such loss or destruction this Lease Agreement is terminated in accordance with the provisions of paragraph 20 herein. In the event of such termination, Lessor, at Lessor's option, shall determine whether or not to retain the insurance proceeds for other purposes or use the insurance proceeds to repair or restore the Leased Premises. Lessor shall remain as co-insured on all such policies. Such insurance policies shall provide that all notices issued by the insurance company pertaining to any changes in insurance coverage under the insurance policy, delinquent premium notices, or other matters pertaining to the coverage provided by such insurance policies shall be sent to both Lessor and Lessee. Evidence of such insurance policies shall be delivered to Lessor. Lessor shall have the right at any time to require Lessee to provide to Lessor copy of such insurance policies, together with any amendments or additions to such insurance policies and evidence that all payments required to be made in order to maintain such insurance in full course and effect have been paid in full by Lessee.


14.

TAXES AND ASSESSMENTS . Lessee shall pay all real estate taxes, real property assessments and Owner's Association dues or assessments levied against the Leased Premises pertaining to the term of this Lease Agreement. Lessee shall pay all other taxes, licenses, and assessments of every kind, nature and description, including all taxes and assessments on any equipment, machinery, or assets of any kind or nature placed in or upon the Leased Premises by Lessee.


15.

FIRE RISK . Lessee shall not do anything in the Leased Premises or bring or keep anything therein which in any way increase or tend to increase the risk of fire or damage by explosion, or which will conflict with the regulations of the fire department or fire laws, or with any fire insurance policy on the building or any part thereof, or with any rules or ordinances established by the Health Department or with any municipal, state, county or federal laws, ordinances or regulations.


16.

ACCEPTANCE OF PREMISES . Lessee has examined the Leased  Premises and the buildings and improvements situate thereon, and accepts the same in the condition and state of repair they are now in.


17.

QUIET ENJOYMENT . Lessor covenants and warrants that if Lessee shall faithfully and fully discharge the obligations herein set forth, Lessee shall have and enjoy during the term of this Lease Agreement, a quiet and undisturbed possession of the Leased Premises, together with all of its appurtenances.


18.

LESSEE INDEMNIFICATION . Lessee covenants and agrees not to do or suffer anything to be done by which persons or property in or about or adjacent to the Leased Premises may be injured, damaged, or endangered. Lessee hereby agrees to indemnify Lessor against and to hold Lessor harmless from any and all claims or demands for loss of or damage to property or for injury or death to any person from any cause whatsoever while in, upon, or about the Leased Premises during the term of this Lease Agreement or any extension thereof. Lessee shall, at Lessee's own expense, maintain any workman's compensation insurance or any other form of insurance required by law upon the employees or agents employed by Lessee and Lessor shall have no responsibility with respect thereto.




4 - LEASE AGREEMENT





19.

CONDEMNATION . If the Leased Premises, or any substantial portion thereof, is condemned or taken by right of eminent domain, or by purchase in lieu thereof, then and in any such event, this Lease Agreement shall terminate and cease as of the time when possession is taken by the public authority and rental shall be accounted for between Lessor and Lessee as of the date of the surrender of possession. Such termination shall be without prejudice to the rights of either Lessor or Lessee to recover compensation from the condemning authority for any loss or damage caused by such condemnation. Neither Lessor nor Lessee shall have any rights in or to any award or payment made to the other by the condemning authority.


20.

DESTRUCTION . It is understood and agreed that if the building upon the

Leased Premises shall be destroyed by fire, the elements, riots, insurrections, explosions or any other cause, or be so damaged thereby that it becomes untenantable and cannot be rendered tenantable within ninety (90) days from the date of such damage, this Lease Agreement may be terminated by either Lessor or Lessee; provided, however, that in the event the building is so damaged, Lessee shall not be required to pay the rental herein provided during the term the Leased Premises are wholly unfit for occupancy. In the event that only a portion of the Leased Premises be damaged or become untenantable, then the rental during the period that said premises remain partially untenantable shall be reduced in the proportion that the untenantable portion of the Leased Premises bear to the total thereof. Lessor shall make all reasonable effort to repair the Leased Premises within ninety (90) days or upon such extended period as both parties shall agree, provided that if said partially tenantable premises cannot be rendered fully tenantable within said ninety (90) days or extended period agreed upon by both Lessor or Lessee, from the date of said damage, this Lease Agreement can be terminated by either Lessor or Lessee.


21.

DEFAULT .


21.1

Time and prompt performance of each and every term, covenant and condition of this Lease Agreement is material and of the essence of this Lease Agreement. Every term, covenant and condition is a material term, covenant and condition of this Lease Agreement. Performance means compliance that is full and to the letter of this Lease Agreement. Substantial compliance will not be sufficient. Performance by Lessee is a condition precedent to performance by Lessor.


21.2

The following or any of them constitute an event of default of the terms of this Lease Agreement:


21.2.1 Failure by Lessee to pay when due any installment of rent or any other sum herein specified to be paid by Lessee if the failure continues for three (3) days after written notice has been given to Lessee;


21.2.2 Abandonment of the Leased Premises by Lessee without cause (for the purposes hereof the failure to occupy and operate the Leased Premises for ten (10) consecutive days shall be conclusively deemed an abandonment of the Leased Premises by Lessee);


21.2.3 Failure by Lessee to perform any other provision of this Lease Agreement required of Lessee, if the failure to perform the same is not cured within thirty (30) days after written notice has been given to Lessee;


21.2.4 If Lessee shall file or have filed against Lessee in any court pursuant to any statute, either in the United States or of any other state, a Petition in Bankruptcy or Insolvency, or for reorganizations, or for appointment of a receiver or trustee of all or a substantial portion of the property owned by Lessee, or if Lessee makes an assignment for the benefit of creditors, or an execution or attachment shall be issued against Lessee on all or a substantial portion of Lessee's property, whereby all or any portion of the Leased Premises covered by this Lease Agreement or any improvements thereon shall be taken or occupied, or attempted to be taken or occupied by someone other than Lessee, except as may herein be otherwise expressly permitted, and such adjudication, appointment, assignment, petition, execution or attachment shall not be set aside, vacated, discharged or bonded within thirty (30) days after the termination, issuance, or filing of the same; and




5 - LEASE AGREEMENT





21.2. 5 The taking by any person, except by Lessor or its agents or affiliates, of the leasehold created hereby or any part thereof upon execution, or other process of law or equity other than by assignment or sublease.


21.3

Upon the occurrence of any event of default, and the failure, neglect or refusal of Lessee to cure the same during any notice period required for such default specified above, without further notice to Lessee, Lessor shall be entitled to effectuate such rights and remedies against Lessee as are available to Lessor under the terms of this Lease Agreement and the laws of the State of Idaho, including, without limitation, the following remedies:


21.3.1 Lessor shall have the immediate right, but not the obligation, to terminate this Lease Agreement, and all rights of Lessee hereunder by giving Lessee written notice of Lessor's election to terminate. No act by Lessor other than giving notice to Lessee shall terminate this Lease Agreement. In the event of such termination, Lessee agrees to immediately surrender possession of the Leased Premises. Should Lessor terminate this Lease Agreement, it may recover from Lessee all damages Lessor may incur by reason of Lessee's breach, including the cost of recovering the Leased Premises, reasonable attorney fees, and the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease Agreement for the remainder of the stated term over the then reasonable rental value of the Leased Premises for the remainder of the stated term, all of which amount shall be immediately due and payable from Lessee to Lessor.


21.3.2 Lessor shall also have the right, without process of law, to enter the Leased Premises and remove all persons and property from the Leased Premises without being deemed guilty of or liable in trespass. No such re-entry or taking possession of the Leased Premises by Lessor shall be construed as an election on its part to terminate this Lease Agreement unless a written notice of such intention is given by Lessor to Lessee. No such action by Lessor shall be considered or construed to be a forcible entry.


21.3.3 Lessor may, at any time, and from time to time, without terminating this Lease Agreement, enforce all of its rights and remedies under this Lease Agreement, or allowed by law or equity, including the right to recover all rent as it becomes due.


21.3.4 In addition to the other rights of Lessor herein provided, Lessor shall have the right, without terminating this Lease Agreement, at its option, with or without process of law, to reenter and retake possession of the Leased Premises, and all improvements thereon, and collect rents from any Sublessee and/or sublet the whole or any part of the Leased Premises for the account of Lessee, upon any terms or conditions determined by Lessor. Lessee shall be liable immediately to Lessor for all costs Lessor incurs in reletting the Leased Premises, including without limitation, brokers' commissions, expenses of remodeling the Leased Premises required by the reletting, and like costs. Re-letting can be for a period shorter or longer than the remaining term of this Lease Agreement. In the event of such re-letting, Lessor shall have the right to collect any rent which may become payable under any sublease and apply the same first to the payment of expenses incurred by Lessor in dispossessing Lessee, and in re-letting the Leased Premises, and, thereafter, to the payment of the rent herein required to be paid by Lessee, in fulfillment of Lessee's covenants hereunder; and Lessee shall be liable to Lessor for the rent herein required to be paid, less any amounts actually received by Lessor from a sublease, and after payment of expenses incurred, applied on account of the rent due hereunder. In the event of such election, Lessor shall not be deemed to have terminated this Lease Agreement by taking possession of the Leased Premises unless notice of termination, in writing, has been given by Lessor to Lessee.


21.4

The remedies provided in this Lease Agreement are cumulative in addition to any remedies now or later allowed by law or equity. The exercise of any remedy by Lessor shall not be exclusive of the right to effect any other remedy, allowed Lessor under the terms of this Lease Agreement, or now or later allowed by law or equity.


21.5

Any delay by Lessor in enforcing the terms of this Lease Agreement or any considerations or departures therefrom shall not operate to waive or be deemed to be a waiver of any right to require compliance that is full and to the letter of this Lease Agreement or to thereafter require performance by Lessee in strict accordance with the terms of this Lease Agreement.



6 - LEASE AGREEMENT






21.6

In the event that any remedy granted to Lessor under the terms of this Lease Agreement is held void or unenforceable, Lessor shall nevertheless have all of the other remedies provided in this Lease Agreement that are not contrary to law.


21.7

Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Lessee being evicted or dispossessed for any cause, or in the event of Lessor obtaining possession of the Leased Premises by reason of the violation by Lessee of any of the covenants and conditions of this Lease Agreement or otherwise.


22.

ENFORCEMENT . Should either party default in the performance of any covenants or agreements contained herein, such defaulting party shall pay to the other party all costs and expenses, including but not limited to, reasonable attorney fees, including such fees on appeal, which the prevailing party may incur in enforcing this Lease Agreement or in pursuing any remedy allowed by law for breach hereof.


23.

LESSOR'S RIGHT TO CURE LESSEE'S DEFAULTS . If Lessee shall default in the performance of any covenant or condition in this Lease Agreement required to be performed by Lessee, Lessor may, after thirty (30) days notice to Lessee, or without notice if in Lessor's opinion an emergency exists, perform such covenant or condition for the account and at the expense of Lessee, in which event Lessee shall reimburse Lessor for all sums paid to effect such cure, together with interest from the date of the expenditure at the rate of eighteen percent (18%) per annum and reasonable attorney fees. All amounts owed by Lessee to Lessor under this paragraph shall be additional rent. In order to collect such additional rent Lessor shall have all the remedies available under this Lease Agreement for a default in the payment of rent and the provisions of this paragraph shall survive the termination of this Lease Agreement. Nothing in this paragraph provided shall in any way require Lessor to perform or correct any such defaults on the part of Lessee.


24.

NOTICES . Service of any notice permitted or required under the terms of this Lease Agreement shall be deemed complete upon the deposit of the same in the United States Mail, by Certified or Registered Mail, addressed to Lessee at 4137 Commerce Circle, Idaho Falls, Idaho 83401; or addressed to Lessor at Post Office Box 95, Rexburg, Idaho 83440, as the case may be, or such other address as either shall hereafter in writing to the other designate, or by causing said notice to be served personally upon Lessee or on Lessor as the case may be. In the event there be more than one (I) person constituting Lessor or Lessee herein, service by mail or personal service as provided above upon anyone person in such party shall be good and sufficient service upon all persons constituting such party the same as though such service had been made upon each and every member of such party. In the event Lessee or Lessor elect to hire an attorney to prepare any Notice of Default required by the terms of this Lease Agreement, the other party shall pay, in addition to any sums required to be paid to cure said default, or in addition to any other performance required by such party to cure such default, the costs of preparation of said default notice, and said default shall not be cured unless and until said costs are paid. The Notice of Default shall specify the amount of said costs.


25.

HOLDING OVER . If Lessee remains in possession of the Leased Premises after the expiration date of this Lease Agreement or the termination of this Lease Agreement for any reason, with Lessor's acquiescence and without any distinct agreement between the parties, Lessee shall be a Lessee at will and except for the term of such holdover, which shall be at Lessor's will, the tenancy shall be subject to all provisions of this Lease Agreement. Lessee shall be responsible to Lessor for all damage which Lessor shall suffer by reason of Lessee remaining in possession after the termination of this Lease Agreement and Lessee hereby indemnifies Lessor against all claims made by any succeeding Lessee against Lessor resulting from delays by Lessor in delivering possession of the Leased Premises to such succeeding Lessee. Nothing in this paragraph shall be construed as a consent by Lessor to the possession of the Leased Premises by Lessee after the termination of this Lease Agreement for any reason.




7 - LEASE AGREEMENT





26.

LIENS . Lessee agrees not to permit any lien for monies owing by Lessee to become a lien against the Leased Premises. In the event any lien is created against the Leased Premises on the account of monies owing by Lessee, Lessee shall cause the termination of such lien within thirty (30) days following discovery of the same by Lessee. Should any such lien be filed and not released or discharged or action not commenced to declare the same invalid within thirty (30) days after discovery of the same by Lessee, Lessor may at Lessor's option (but without any obligation so to do) pay and discharge such lien. Lessee shall repay any sum so paid by Lessor and such amounts due to Lessor shall be deemed additional rent.


27.

LESSEE AS INDEPENDENT CONTRACTOR . Lessee's use of the Leased Premises shall be as an independent contractor and nothing herein shall be deemed to create a partnership, joint venture, employment, or master-servant relationship between the parties.


28.

IDAHO LAW GOVERNS . This Lease Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Idaho.


29.

MODIFICATION . This Lease Agreement contains the entire agreement between the parties, and may not be modified or changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.


30.

SEVERANCE AND VALIDITY . In the event any provision of this Lease Agreement or any part thereof shall be determined by any court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions hereunder or parts thereof, shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby, it being agreed that such remaining provisions shall be construed in a manner most closely approximating the intention of the parties with respect to the invalid, void or unenforceable provision or part thereof.


31.

BINDING ON SUCCESSORS . It is further expressly agreed, that the provisions, stipulations, terms, covenants, conditions and undertakings in this Lease Agreement and any renewals thereof shall inure to the benefit of and bind the heirs, executors, administrators and assigns or successors in interest of both the Lessor and Lessee.


32.

MUTUAL RELEASE OF LIABILITY TO THE EXTENT OF INSURANCE COVERAGE . Neither Lessor nor Lessee shall be liable to the other for any business interruption or any loss or damage to property or injury to or death of persons occurring on the Leased Premises or the adjoining property, or in any manner growing out of or connected with Lessee's use and occupation of the Leased Premises, or the condition thereof, or the adjoining property, whether or not caused by the negligence or other fault of Lessor or Lessee or their respective agents, employees, subtenants, licensees, or assignees. This release shall apply only to the extent that such business interruption loss or damage to property, or injury to or death of persons is covered by insurance, regardless of whether such insurance is payable to or protects Lessor or Lessee or both. Nothing in this paragraph shall be construed to impose any other or greater liability upon either Lessor or Lessee than would have existed in the absence of the paragraph. This release shall be in effect only so long as the applicable insurance policies contain a clause to the effect that this release shall not affect the right of the insured to recover under such policies.


33.

ASSIGNMENT BY LESSOR . It is understood that Lessor intends to sell the Leased Premises to a third party and assign Lessor's rights and obligations under this Lease Agreement to a third party. Any such sale of the Leased Premises by Lessor to a third party shall be subject to the terms and provisions of this Lease Agreement. Upon any such sale, Lessor may assign Lessor's rights and obligations under this Lease Agreement to the purchaser of the Leased Premises and upon such assignment Lessor shall be released from any further liability or obligation under this Lease Agreement.




8 - LEASE AGREEMENT





34.

LESSEE'S REPRESENTATIONS AND WARRANTIES . Lessee represents and warrants as follows: Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and Lessee has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. Lessee has full corporate power and authority to execute and deliver this Lease Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Lease Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of Lessee and no other corporate proceedings on the part of Lessee are necessary to authorize this Lease Agreement or the consummation of the transactions contemplated hereby. This Lease Agreement has been duly and validly executed and delivered by Lessee and constitutes a valid and binding agreement of Lessee, enforceable against it in accordance with its terms.



9 - LEASE AGREEMENT





IN WITNESS WHEREOF, the parties have hereunto subscribed their names the day and year first above written.


 

LESSOR:

 

 

 

 

 

/s/Adrian Rand Robison

 

Adrian Rand Robison

 

 

 

 

 

/s/Dorothy Robison

 

Dorothy Robison

 

 

 

 

 

 

 

 

 

LESSEE:

 

 

 

 

 

INTERNATIONAL ISOTOPES, INC.

 

 

 

 

 

By:

/s/ Steve T. Laflin

 

 

Its:

Chief Executive Officer




10 - LEASE AGREEMENT






APPENDIX 1

HAZARDOUS WASTE AND MATERIAL - INDEMNITY


Lessee shall not cause or permit any Hazardous Waste or Material (hereafter defined) to be brought upon, kept or used in or about the Leased Premises by Lessee, or agents, employees, contractors or invitees of Lessee, expect in strict compliance with all applicable federal. state and local laws. statutes. ordinances and regulations . Lessee agrees to indemnity, save and hold Lessor harmless from and against any claim, liability, damage, judgment, penalty, fine, cost, loss or expenses, including, without limitation, diminution in value of the Leased Premises, damages for loss or restriction on use of rentable or usable space or of any amenity of the Leased Premises, damages arising from any adverse impact on marketing of space, and sums paid in settlement of claims, reasonable attorney's fees, reasonable consultant fees, engineer's fees and other expert fees, which arise from or relate to the breach by Lessee of the prohibition herein contained and which arise during or after the lease term as a result of said breach. This indemnification and hold harmless of the Lessor by the Lessee for the breach of the prohibition herein contained includes, without limitation, reasonable costs incurred in connection with an investigation of site conditions or any clean up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Waste or Material present in the soil or ground water on or under the Leased Premises caused by or resulting from the breach by Lessee of the prohibition herein contained. Without limiting the foregoing, if the presence of any Hazardous Waste or Material on the Leased Premises is caused or permitted by Lessee and results in any contamination of the Leased Premises, Lessee shall promptly take all actions at Lessee's sole cost and expense as are necessary to return the Leased Premises to the condition necessary to meet the requirements of any competent governmental authorities with jurisdiction over the Leased Premises.


As used herein, the term "Hazardous Waste or Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local, state or governmental authority charged with interpreting and enforcing the various statutes identified in this paragraph or similar statutes, or their state or local counterparts. The term "Hazardous Waste or Material" includes, without limitation, any material, waste or substance that is (i) petroleum, (ii) asbestos, (iii) designated as a "pollutant" pursuant to Section 311 of the Federal Water Pollution Control Act (33 D.S.C. §1321), (iv) defined as a "Hazardous Waste" pursuant to §lO04 of the Federal Resource Conservation and Recovery Act, 42 D.S.C. §6901, et. seq. (42 U.S.C. §6903), or the Idaho Hazardous Waste Management Act of 1983, Title 39, Chapter 44, Idaho Code, (v) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 D.S.C. §9501, et seq., (vi) or otherwise regulated under the Toxic Substances Control Act, 15 U.S.C. §2601, et seq.; the Clean Air Act, 42 D.S.C. §7401, et seq.; the Clean Water Act, 33 U.S.C. §1251, et seq.; or (vii) defined as a "regulated substance" pursuant to subchapter IX, Solid Waste Disposal Act (regulation of underground storage tanks), 42 D.S.C. §6991, et seq.





11 - LEASE AGREEMENT


Exhibit 10.2

LEASE AGREEMENT

(1359 Commerce Circle)



THIS LEASE AGREEMENT, is made and entered into as of this 1st day of May, 2011, by and between ADRIAN RAND ROBISON and DOROTHY ROBISON , husband and wife, referred to herein as "Lessor", and INTERNATIONAL ISOTOPES, INC. , a Texas corporation, referred to herein as "Lessee".


WITNESSETH:


In consideration of the mutual covenants, conditions and agreements contained herein and the payment of rents herein specified, it is agreed as follows:


1.

DEMISED PREMISES . Lessor does hereby lease, demise and rent unto Lessee the following described premises and all improvements located thereon located at 1359 Commerce Way, Idaho Falls, Idaho, situated in the County of Bonneville, State of Idaho, to-wit (the "Leased Premises"):


Lot 3 Block 2, St. Leon Industrial Park, Division No. 1, according to the recorded plat thereof.


SUBJECT TO THE FOLLOWING:


1.

Declaration of Covenants, Conditions and Restrictions for St. Leon Industrial Park, recorded in the records of Bonneville County, Idaho, on October 22, 1996, as Instrument No. 930434.


2.

All existing easements or claims of easements, patent reservations, rights-of-way, protective covenants, zoning ordinances, and applicable building codes, laws and regulations, encroachments, overlaps, boundary line disputes and other matters which would be disclosed by an accurate survey or inspection of the premises.


2.

TERM . The term of this Lease Agreement shall be as follows:


2.1

Initial Term . The initial term of this Lease Agreement shall be for a term of one (1) year commencing on May 1, 2011 (the "Commencement Date") and extending to midnight on April 30, 2012, subject however to prior termination as hereinafter set forth. For purposes of this Lease Agreement, the term "Lease Year" shall refer to the period of time each year commencing on the 1st day of May and ending at midnight on the 30th day of April.


2.2

Option to Renew . The term of this Lease Agreement may be extended, at the option of the Lessee, for one (1) successive period of five (5) years, being herein sometimes referred to as the extended term, as follows:


Extended Term

Commencing five (5) years from the Commencement Date and continuing for five (5) years thereafter.


At the expiration of the Initial Term, if this Lease shall be in full force and effect and the Lessee shall have fully performed all of its terms and conditions, the Lessee shall have the option to extend this Lease, upon the same terms and conditions, with rent to be paid as set forth in Article 3 herein, for an extended term of five (5) years to commence immediately upon the termination of the Initial Term of this Lease. The option for such extended term shall be exercised by the Lessee giving written notice thereof to the Lessor not less than one hundred eighty (180) days prior to t the then current term.







The extended term shall be upon the same terms, covenants, and conditions as the original term of this Lease. In the event this Lease is extended as aforesaid, a new Lease Agreement for the term of such extension shall be unnecessary on such extension, this Lease constituting a present demise for both the original and the extended term. Any termination of this Lease during the Initial Term shall terminate all rights of extension hereunder.


3.

RENT AND SECURITY DEPOSIT . Lessee covenants, stipulates and

agrees to pay to Lessor as rent for the Leased Premises the following:


3.1

Lessee shall pay to Lessor monthly rental payments in the amount of $4,716.76 each.


3.2

All monthly rental payments shall be paid in advance with the first

months lease payments to be paid on or before May 1, 2011 and all subsequent lease payments to be paid on the 1st day of each month during the term of this Lease Agreement.


3.3

Lessee has deposited with Lessor $3,000.00. Such deposit amount

of $3,000.00 is security for the faithful performance by Lessee of all terms, provisions, conditions and covenants hereof upon the Lessee's part to be kept, observed and performed, and said sum shall be returned to Lessee after the time fixed as the expiration of this Lease Agreement; provided, however, Lessee shall have faithfully kept, observed and performed all the terms, provisions, conditions and covenants on Lessee's part to be kept and performed; that in case of default on the part of Lessee to comply with the provisions hereof, said deposit shall be used first for the payment of delinquent rental, secondly for the payment of costs and expenses incurred by Lessor in repairing damage to the Leased Premises occasioned by the tenancy, and thirdly, for the repair and renovation of the grounds, occasioned by the default on the part of Lessee to comply with the terms hereof. Any surplus over the amount deposited hereof, in excess of the costs and expenses of Lessor in repairing damages due to the fault or neglect of Lessee shall be returned to Lessee. In the event the deposit herein made is not sufficient to cover costs of such repair, Lessee agrees to forthwith pay to Lessor, or Lessor's agents, the amount necessary over and above such deposit, to repair the Leased Premises.


3.4

In the event Lessee is delinquent in paying the rental payments or any other payments required of Lessee herein all such past due payments shall bear interest at eighteen percent (18%) per annum from the date of default until paid.


4.

ASSIGNMENT OR SUBLEASING . Lessee shall not assign, mortgage, or encumber this Lease Agreement, nor sublet or permit the Leased Premises or any part thereof to be used by others for any purpose, without the prior written consent of Lessor being first obtained in each instance; provided, however, that regardless of any such assignment or sublease, Lessee shall remain primarily liable for the payment of the rent herein reserved and for the performance of all the other terms of this Lease Agreement required to be performed by Lessee. Lessor does hereby specifically consent to the sublease of this Lease Agreement by Lessee to its subsidiary, International Isotopes Idaho, Inc. Provided, however, regardless of such sublease, Lessee shall remain primarily liable for the payment of the rent herein reserved and for the performance of all the other terms of this Lease Agreement required to be performed by Lessee.




2 - LEASE AGREEMENT





5.

USAGE OF PREMISES AND COMPLIANCE WITH LAWS AND INSURANCE . Lessee shall not use, nor permit the use of the Leased Premises, for any other purpose or purposes or under any other trade name without the prior written consent of Lessor. The Leased Premises shall not be used for any unlawful purpose during the term of this Lease Agreement, and Lessee agrees to comply with all restrictive covenants (including any further covenants which may be recorded pertaining to the Premises) and all federal, state, county and city ordinances, laws and regulations, present or future, affecting the use of or the type of business to be carried on in the Leased Premises. Lessee shall not use the Leased Premises in a manner which shall increase the rate of fire or extended coverage insurance on the building situate on the Leased Premises over that in effect prior to this Lease Agreement. It is understood that before Lessee or any sublessee of Lessee can conduct certain operations on the Leased Premises contemplated by Lessee, a license to conduct such operations will need to be obtained from the nuclear regulatory commission and other governmental agencies. It is anticipated that in connection with the issuance of such licenses, Lessee will be required to obtain a surety bond insuring against any damages caused to the Leased Premises by hazardous waste and materials. Lessor shall be named as an insured party and beneficiary of any such surety bond or insurance. THE PROVISIONS CONCERNING HAZARDOUS WASTE AND MATERIAL SET FORTH IN APPENDIX I ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE AND ARE SPECIFICALLY MADE A PART OF THIS LEASE AGREEMENT.


6.

UTILITIES . Lessee shall furnish and timely pay for all heat, gas, electricity, power, water, hot water, lights, telephone, and all other utilities of every type and nature whatsoever used in or about the Leased Premises at Lessee's own cost and expense, and shall indemnify Lessor against any liability on such account. Lessor shall be under no obligation to furnish or pay for any of such utilities.


7.

LESSOR'S RIGHT OF ENTRY . Lessor or their agents shall have the right to enter the Leased Premises at any reasonable time upon notice to Lessee to examine the same and determine the state of repair or alteration which shall or may be necessary for the safety or preservation of the Leased Premises.


8.

ALTERATIONS . No alteration, addition, or improvement to the Leased

Premises shall be made by Lessee without the written consent of Lessor. Any alteration, addition or improvement made by Lessee after such consent shall have been given, and any fixtures installed as part thereof, shall at Lessor's option become the property of Lessor upon the termination of this Lease Agreement and be surrendered with the Leased Premises; provided, however, that Lessor shall have the right to require Lessee to remove such fixtures at Lessee's cost upon the termination of this Lease Agreement. Upon the removal of any such fixtures, Lessee shall be required to promptly repair any damage or injury done to the Leased Premises by such removal and restore the Leased Premises to as good condition as the same are in at the time Lessee shall take possession, reasonable wear and tear excepted. Lessee shall indemnity Lessor against any mechanic's or materialman's lien or other lien arising out of the making of any alteration, repair, addition, or improvement by Lessee, and shall hold Lessor harmless of any such liens or claims, including reasonable attorney fees and costs that may be incurred in removing any such liens.


9.

SIGNS . Lessee shall not affix or maintain upon the glass panes or supports of the windows, doors or the exterior walls of the Leased Premises, any signs, advertising placards, names, insignia, trademarks, descriptive material or any other such like items except as shall have first received the written approval of Lessor as to the size, type, color, location, copy, nature and display qualities. Lessee may, upon approval of Lessor, have windows or doors of the Leased Premises painted, or place decals thereon with the name of Lessee, Lessee's address and business hours, provided said painting or decals are removed upon termination or vacation of the Leased Premises at Lessee's expense.


10.

WASTE . Lessee shall not commit any waste or damage to the Leased Premises hereby leased, nor permit any waste or damage to be done thereto.




3 - LEASE AGREEMENT





11.

PROTECTION OF PROPERTY . Lessee agrees to maintain the Leased Premises in as good condition as the same is in at the time Lessee shall take possession of the Leased Premises, reasonable wear and tear excepted. At the termination of this Lease Agreement in any manner Lessee will surrender the Leased Premises to Lessor in the condition above described. Damage to walls, doors, windows, ceiling tiles and other parts of the Leased Premises shall be repaired and painted by Lessee at Lessee's sole cost and expense and returned in good condition at the termination of this Lease Agreement and at the termination of this Lease Agreement carpets shall be repaired and cleaned by Lessee at Lessee's cost and expense. Upon the termination of this Lease Agreement, Lessee may remove any signs owned by Lessee from the Leased Premises, promptly repairing any damage or injury done to the Leased Premises by such removal and restoring the Leased Premises to the condition above described.


12.

MAINTENANCE . All maintenance and repair necessary to keep the Leased Premises in good condition and repair shall be made at Lessee's sole cost and expense, including, but not limited to, normal maintenance and repairs to the furnace or any other heating or air conditioning equipment, electrical fixtures, all interior and exterior painting and decorating, glass replacement, plumbing and sewer repair, and all other repairs of every kind, nature and description. Lessee further agrees that all damage or injury done to the Leased Premises by Lessee or by any person who may be in or upon the Leased Premises at Lessee's invitation or with Lessee's permission shall be repaired by Lessee at their sole cost and expense.


13.

INSURANCE .


13.1

Lessee shall maintain and pay for adequate fire and extended coverage insurance upon the improvements located on the Leased Premises.


13.2

Lessee shall also obtain, at Lessee's sole cost and expense, general public liability insurance protecting and indemnifying Lessor and Lessee against all claims for damages to person or property or for loss of life or of property occurring upon, in, or about the Leased Premises, with liability limits of $50,000.00 property damage and $500,000.00 with respect to injuries to anyone person, and $1,000,000.00 in respect to anyone accident or disaster or incident of negligence.


13.3

Lessee shall obtain all such insurance policies before Lessee takes possession of the Leased Premises. In the event of any loss or destruction of the Leased Premises by any insured cause, the insurance proceeds paid or payable as a result of said insured loss shall be paid to Lessor and Lessor shall use such insurance proceeds to repair the Leased Premises unless as a result of such loss or destruction this Lease Agreement is terminated in accordance with the provisions of paragraph 20 herein. In the event of such termination, Lessor, at Lessor's option, shall determine whether or not to retain the insurance proceeds for other purposes or use the insurance proceeds to repair or restore the Leased Premises. Lessor shall remain as co-insured on all such policies. Such insurance policies shall provide that all notices issued by the insurance company pertaining to any changes in insurance coverage under the insurance policy, delinquent premium notices, or other matters pertaining to the coverage provided by such insurance policies shall be sent to both Lessor and Lessee. Evidence of such insurance policies shall be delivered to Lessor. Lessor shall have the right at any time to require Lessee to provide to Lessor copy of such insurance policies, together with any amendments or additions to such insurance policies and evidence that all payments required to be made in order to maintain such insurance in full course and effect have been paid in full by Lessee.


14.

TAXES AND ASSESSMENTS . Lessee shall pay all real estate taxes, real property assessments and Owner's Association dues or assessments levied against the Leased Premises pertaining to the term of this Lease Agreement. Lessee shall pay all other taxes, licenses, and assessments of every kind, nature and description, including all taxes and assessments on any equipment, machinery, or assets of any kind or nature placed in or upon the Leased Premises by Lessee.


15.

FIRE RISK . Lessee shall not do anything in the Leased Premises or bring or keep anything therein which in any way increase or tend to increase the risk of fire or damage by explosion, or which will conflict with the regulations of the fire department or fire laws, or with any fire insurance policy on the building or any part thereof, or with any rules or ordinances established by the Health Department or with any municipal, state, county or federal laws, ordinances or regulations.



4 - LEASE AGREEMENT






16.

ACCEPTANCE OF PREMISES . Lessee has examined the Leased  Premises and the buildings and improvements situate thereon, and accepts the same in the condition and state of repair they are now in.


17.

QUIET ENJOYMENT . Lessor covenants and warrants that if Lessee shall faithfully and fully discharge the obligations herein set forth, Lessee shall have and enjoy during the term of this Lease Agreement, a quiet and undisturbed possession of the Leased Premises, together with all of its appurtenances.


18.

LESSEE INDEMNIFICATION . Lessee covenants and agrees not to do or suffer anything to be done by which persons or property in or about or adjacent to the Leased Premises may be injured, damaged, or endangered. Lessee hereby agrees to indemnify Lessor against and to hold Lessor harmless from any and all claims or demands for loss of or damage to property or for injury or death to any person from any cause whatsoever while in, upon, or about the Leased Premises during the term of this Lease Agreement or any extension thereof. Lessee shall, at Lessee's own expense, maintain any workman's compensation insurance or any other form of insurance required by law upon the employees or agents employed by Lessee and Lessor shall have no responsibility with respect thereto.


19.

CONDEMNATION . If the Leased Premises, or any substantial portion thereof, is condemned or taken by right of eminent domain, or by purchase in lieu thereof, then and in any such event, this Lease Agreement shall terminate and cease as of the time when possession is taken by the public authority and rental shall be accounted for between Lessor and Lessee as of the date of the surrender of possession. Such termination shall be without prejudice to the rights of either Lessor or Lessee to recover compensation from the condemning authority for any loss or damage caused by such condemnation. Neither Lessor nor Lessee shall have any rights in or to any award or payment made to the other by the condemning authority.


20.

DESTRUCTION . It is understood and agreed that if the building upon the

Leased Premises shall be destroyed by fire, the elements, riots, insurrections, explosions or any other cause, or be so damaged thereby that it becomes untenantable and cannot be rendered tenantable within ninety (90) days from the date of such damage, this Lease Agreement may be terminated by either Lessor or Lessee; provided, however, that in the event the building is so damaged, Lessee shall not be required to pay the rental herein provided during the term the Leased Premises are wholly unfit for occupancy. In the event that only a portion of the Leased Premises be damaged or become untenantable, then the rental during the period that said premises remain partially untenantable shall be reduced in the proportion that the untenantable portion of the Leased Premises bear to the total thereof. Lessor shall make all reasonable effort to repair the Leased Premises within ninety (90) days or upon such extended period as both parties shall agree, provided that if said partially tenantable premises cannot be rendered fully tenantable within said ninety (90) days or extended period agreed upon by both Lessor or Lessee, from the date of said damage, this Lease Agreement can be terminated by either Lessor or Lessee.


21.

DEFAULT .


21.1

Time and prompt performance of each and every term, covenant and condition of this Lease Agreement is material and of the essence of this Lease Agreement. Every term, covenant and condition is a material term, covenant and condition of this Lease Agreement. Performance means compliance that is full and to the letter of this Lease Agreement. Substantial compliance will not be sufficient. Performance by Lessee is a condition precedent to performance by Lessor.


21.2

The following or any of them constitute an event of default of the terms of this Lease Agreement:


21.2.1 Failure by Lessee to pay when due any installment of rent or any other sum herein specified to be paid by Lessee if the failure continues for three (3) days after written notice has been given to Lessee;


21.2.2 Abandonment of the Leased Premises by Lessee without cause (for the purposes hereof the failure to occupy and operate the Leased Premises for ten (10) consecutive days shall be conclusively deemed an abandonment of the Leased Premises by Lessee);



5 - LEASE AGREEMENT






21.2.3 Failure by Lessee to perform any other provision of this Lease Agreement required of Lessee, if the failure to perform the same is not cured within thirty (30) days after written notice has been given to Lessee;


21.2.4 If Lessee shall file or have filed against Lessee in any court pursuant to any statute, either in the United States or of any other state, a Petition in Bankruptcy or Insolvency, or for reorganizations, or for appointment of a receiver or trustee of all or a substantial portion of the property owned by Lessee, or if Lessee makes an assignment for the benefit of creditors, or an execution or attachment shall be issued against Lessee on all or a substantial portion of Lessee's property, whereby all or any portion of the Leased Premises covered by this Lease Agreement or any improvements thereon shall be taken or occupied, or attempted to be taken or occupied by someone other than Lessee, except as may herein be otherwise expressly permitted, and such adjudication, appointment, assignment, petition, execution or attachment shall not be set aside, vacated, discharged or bonded within thirty (30) days after the termination, issuance, or filing of the same; and


21.2. 5 The taking by any person, except by Lessor or its agents or affiliates, of the leasehold created hereby or any part thereof upon execution, or other process of law or equity other than by assignment or sublease.


21.3

Upon the occurrence of any event of default, and the failure, neglect or refusal of Lessee to cure the same during any notice period required for such default specified above, without further notice to Lessee, Lessor shall be entitled to effectuate such rights and remedies against Lessee as are available to Lessor under the terms of this Lease Agreement and the laws of the State of Idaho, including, without limitation, the following remedies:


21.3.1 Lessor shall have the immediate right, but not the obligation, to terminate this Lease Agreement, and all rights of Lessee hereunder by giving Lessee written notice of Lessor's election to terminate. No act by Lessor other than giving notice to Lessee shall terminate this Lease Agreement. In the event of such termination, Lessee agrees to immediately surrender possession of the Leased Premises. Should Lessor terminate this Lease Agreement, it may recover from Lessee all damages Lessor may incur by reason of Lessee's breach, including the cost of recovering the Leased Premises, reasonable attorney fees, and the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease Agreement for the remainder of the stated term over the then reasonable rental value of the Leased Premises for the remainder of the stated term, all of which amount shall be immediately due and payable from Lessee to Lessor.


21.3.2 Lessor shall also have the right, without process of law, to enter the Leased Premises and remove all persons and property from the Leased Premises without being deemed guilty of or liable in trespass. No such re-entry or taking possession of the Leased Premises by Lessor shall be construed as an election on its part to terminate this Lease Agreement unless a written notice of such intention is given by Lessor to Lessee. No such action by Lessor shall be considered or construed to be a forcible entry.


21.3.3 Lessor may, at any time, and from time to time, without terminating this Lease Agreement, enforce all of its rights and remedies under this Lease Agreement, or allowed by law or equity, including the right to recover all rent as it becomes due.




6 - LEASE AGREEMENT





21.3.4 In addition to the other rights of Lessor herein provided, Lessor shall have the right, without terminating this Lease Agreement, at its option, with or without process of law, to reenter and retake possession of the Leased Premises, and all improvements thereon, and collect rents from any Sublessee and/or sublet the whole or any part of the Leased Premises for the account of Lessee, upon any terms or conditions determined by Lessor. Lessee shall be liable immediately to Lessor for all costs Lessor incurs in reletting the Leased Premises, including without limitation, brokers' commissions, expenses of remodeling the Leased Premises required by the reletting, and like costs. Re-letting can be for a period shorter or longer than the remaining term of this Lease Agreement. In the event of such re-letting, Lessor shall have the right to collect any rent which may become payable under any sublease and apply the same first to the payment of expenses incurred by Lessor in dispossessing Lessee, and in re-letting the Leased Premises, and, thereafter, to the payment of the rent herein required to be paid by Lessee, in fulfillment of Lessee's covenants hereunder; and Lessee shall be liable to Lessor for the rent herein required to be paid, less any amounts actually received by Lessor from a sublease, and after payment of expenses incurred, applied on account of the rent due hereunder. In the event of such election, Lessor shall not be deemed to have terminated this Lease Agreement by taking possession of the Leased Premises unless notice of termination, in writing, has been given by Lessor to Lessee.


21.4

The remedies provided in this Lease Agreement are cumulative in addition to any remedies now or later allowed by law or equity. The exercise of any remedy by Lessor shall not be exclusive of the right to effect any other remedy, allowed Lessor under the terms of this Lease Agreement, or now or later allowed by law or equity.


21.5

Any delay by Lessor in enforcing the terms of this Lease Agreement or any considerations or departures therefrom shall not operate to waive or be deemed to be a waiver of any right to require compliance that is full and to the letter of this Lease Agreement or to thereafter require performance by Lessee in strict accordance with the terms of this Lease Agreement.


21.6

In the event that any remedy granted to Lessor under the terms of this Lease Agreement is held void or unenforceable, Lessor shall nevertheless have all of the other remedies provided in this Lease Agreement that are not contrary to law.


21.7

Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Lessee being evicted or dispossessed for any cause, or in the event of Lessor obtaining possession of the Leased Premises by reason of the violation by Lessee of any of the covenants and conditions of this Lease Agreement or otherwise.


22.

ENFORCEMENT . Should either party default in the performance of any covenants or agreements contained herein, such defaulting party shall pay to the other party all costs and expenses, including but not limited to, reasonable attorney fees, including such fees on appeal, which the prevailing party may incur in enforcing this Lease Agreement or in pursuing any remedy allowed by law for breach hereof.


23.

LESSOR'S RIGHT TO CURE LESSEE'S DEFAULTS . If Lessee shall default in the performance of any covenant or condition in this Lease Agreement required to be performed by Lessee, Lessor may, after thirty (30) days notice to Lessee, or without notice if in Lessor's opinion an emergency exists, perform such covenant or condition for the account and at the expense of Lessee, in which event Lessee shall reimburse Lessor for all sums paid to effect such cure, together with interest from the date of the expenditure at the rate of eighteen percent (18%) per annum and reasonable attorney fees. All amounts owed by Lessee to Lessor under this paragraph shall be additional rent. In order to collect such additional rent Lessor shall have all the remedies available under this Lease Agreement for a default in the payment of rent and the provisions of this paragraph shall survive the termination of this Lease Agreement. Nothing in this paragraph provided shall in any way require Lessor to perform or correct any such defaults on the part of Lessee.




7 - LEASE AGREEMENT





24.

NOTICES . Service of any notice permitted or required under the terms of this Lease Agreement shall be deemed complete upon the deposit of the same in the United States Mail, by Certified or Registered Mail, addressed to Lessee at 4137 Commerce Circle, Idaho Falls, Idaho 83401; or addressed to Lessor at Post Office Box 95, Rexburg, Idaho 83440, as the case may be, or such other address as either shall hereafter in writing to the other designate, or by causing said notice to be served personally upon Lessee or on Lessor as the case may be. In the event there be more than one (I) person constituting Lessor or Lessee herein, service by mail or personal service as provided above upon anyone person in such party shall be good and sufficient service upon all persons constituting such party the same as though such service had been made upon each and every member of such party. In the event Lessee or Lessor elect to hire an attorney to prepare any Notice of Default required by the terms of this Lease Agreement, the other party shall pay, in addition to any sums required to be paid to cure said default, or in addition to any other performance required by such party to cure such default, the costs of preparation of said default notice, and said default shall not be cured unless and until said costs are paid. The Notice of Default shall specify the amount of said costs.


25.

HOLDING OVER . If Lessee remains in possession of the Leased Premises after the expiration date of this Lease Agreement or the termination of this Lease Agreement for any reason, with Lessor's acquiescence and without any distinct agreement between the parties, Lessee shall be a Lessee at will and except for the term of such holdover, which shall be at Lessor's will, the tenancy shall be subject to all provisions of this Lease Agreement. Lessee shall be responsible to Lessor for all damage which Lessor shall suffer by reason of Lessee remaining in possession after the termination of this Lease Agreement and Lessee hereby indemnifies Lessor against all claims made by any succeeding Lessee against Lessor resulting from delays by Lessor in delivering possession of the Leased Premises to such succeeding Lessee. Nothing in this paragraph shall be construed as a consent by Lessor to the possession of the Leased Premises by Lessee after the termination of this Lease Agreement for any reason.


26.

LIENS . Lessee agrees not to permit any lien for monies owing by Lessee to become a lien against the Leased Premises. In the event any lien is created against the Leased Premises on the account of monies owing by Lessee, Lessee shall cause the termination of such lien within thirty (30) days following discovery of the same by Lessee. Should any such lien be filed and not released or discharged or action not commenced to declare the same invalid within thirty (30) days after discovery of the same by Lessee, Lessor may at Lessor's option (but without any obligation so to do) pay and discharge such lien. Lessee shall repay any sum so paid by Lessor and such amounts due to Lessor shall be deemed additional rent.


27.

LESSEE AS INDEPENDENT CONTRACTOR . Lessee's use of the Leased Premises shall be as an independent contractor and nothing herein shall be deemed to create a partnership, joint venture, employment, or master-servant relationship between the parties.


28.

IDAHO LAW GOVERNS . This Lease Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Idaho.


29.

MODIFICATION . This Lease Agreement contains the entire agreement between the parties, and may not be modified or changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.


30.

SEVERANCE AND VALIDITY . In the event any provision of this Lease Agreement or any part thereof shall be determined by any court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions hereunder or parts thereof, shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby, it being agreed that such remaining provisions shall be construed in a manner most closely approximating the intention of the parties with respect to the invalid, void or unenforceable provision or part thereof.


31.

BINDING ON SUCCESSORS . It is further expressly agreed, that the provisions, stipulations, terms, covenants, conditions and undertakings in this Lease Agreement and any renewals thereof shall inure to the benefit of and bind the heirs, executors, administrators and assigns or successors in interest of both the Lessor and Lessee.




8 - LEASE AGREEMENT





32.

MUTUAL RELEASE OF LIABILITY TO THE EXTENT OF INSURANCE COVERAGE . Neither Lessor nor Lessee shall be liable to the other for any business interruption or any loss or damage to property or injury to or death of persons occurring on the Leased Premises or the adjoining property, or in any manner growing out of or connected with Lessee's use and occupation of the Leased Premises, or the condition thereof, or the adjoining property, whether or not caused by the negligence or other fault of Lessor or Lessee or their respective agents, employees, subtenants, licensees, or assignees. This release shall apply only to the extent that such business interruption loss or damage to property, or injury to or death of persons is covered by insurance, regardless of whether such insurance is payable to or protects Lessor or Lessee or both. Nothing in this paragraph shall be construed to impose any other or greater liability upon either Lessor or Lessee than would have existed in the absence of the paragraph. This release shall be in effect only so long as the applicable insurance policies contain a clause to the effect that this release shall not affect the right of the insured to recover under such policies.


33.

ASSIGNMENT BY LESSOR . It is understood that Lessor intends to sell the Leased Premises to a third party and assign Lessor's rights and obligations under this Lease Agreement to a third party. Any such sale of the Leased Premises by Lessor to a third party shall be subject to the terms and provisions of this Lease Agreement. Upon any such sale, Lessor may assign Lessor's rights and obligations under this Lease Agreement to the purchaser of the Leased Premises and upon such assignment Lessor shall be released from any further liability or obligation under this Lease Agreement.


34.

LESSEE'S REPRESENTATIONS AND WARRANTIES . Lessee represents and warrants as follows: Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and Lessee has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. Lessee has full corporate power and authority to execute and deliver this Lease Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Lease Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of Lessee and no other corporate proceedings on the part of Lessee are necessary to authorize this Lease Agreement or the consummation of the transactions contemplated hereby. This Lease Agreement has been duly and validly executed and delivered by Lessee and constitutes a valid and binding agreement of Lessee, enforceable against it in accordance with its terms.


IN WITNESS WHEREOF, the parties have hereunto subscribed their names the day and year first above written.


 

LESSOR:

 

 

 

 

 

/s/Adrian Rand Robison

 

Adrian Rand Robison

 

 

 

 

 

/s/Dorothy Robison

 

Dorothy Robison

 

 

 

 

 

 

 

 

 

LESSEE:

 

 

 

 

 

INTERNATIONAL ISOTOPES, INC.

 

 

 

 

 

By:

/s/ Steve T. Laflin

 

 

Its:

Chief Executive Officer





9 - LEASE AGREEMENT






APPENDIX 1

HAZARDOUS WASTE AND MATERIAL - INDEMNITY


Lessee shall not cause or permit any Hazardous Waste or Material (hereafter defined) to be brought upon, kept or used in or about the Leased Premises by Lessee, or agents, employees, contractors or invitees of Lessee, expect in strict compliance with all applicable federal. state and local laws. statutes. ordinances and regulations . Lessee agrees to indemnity, save and hold Lessor harmless from and against any claim, liability, damage, judgment, penalty, fine, cost, loss or expenses, including, without limitation, diminution in value of the Leased Premises, damages for loss or restriction on use of rentable or usable space or of any amenity of the Leased Premises, damages arising from any adverse impact on marketing of space, and sums paid in settlement of claims, reasonable attorney's fees, reasonable consultant fees, engineer's fees and other expert fees, which arise from or relate to the breach by Lessee of the prohibition herein contained and which arise during or after the lease term as a result of said breach. This indemnification and hold harmless of the Lessor by the Lessee for the breach of the prohibition herein contained includes, without limitation, reasonable costs incurred in connection with an investigation of site conditions or any clean up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Waste or Material present in the soil or ground water on or under the Leased Premises caused by or resulting from the breach by Lessee of the prohibition herein contained. Without limiting the foregoing, if the presence of any Hazardous Waste or Material on the Leased Premises is caused or permitted by Lessee and results in any contamination of the Leased Premises, Lessee shall promptly take all actions at Lessee's sole cost and expense as are necessary to return the Leased Premises to the condition necessary to meet the requirements of any competent governmental authorities with jurisdiction over the Leased Premises.


As used herein, the term "Hazardous Waste or Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local, state or governmental authority charged with interpreting and enforcing the various statutes identified in this paragraph or similar statutes, or their state or local counterparts. The term "Hazardous Waste or Material" includes, without limitation, any material, waste or substance that is (i) petroleum, (ii) asbestos, (iii) designated as a "pollutant" pursuant to Section 311 of the Federal Water Pollution Control Act (33 D.S.C. §1321), (iv) defined as a "Hazardous Waste" pursuant to §lO04 of the Federal Resource Conservation and Recovery Act, 42 D.S.C. §6901, et. seq. (42 U.S.C. §6903), or the Idaho Hazardous Waste Management Act of 1983, Title 39, Chapter 44, Idaho Code, (v) defined as a "hazardous substance" pursuant to § 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 D.S.C. §9501, et seq., (vi) or otherwise regulated under the Toxic Substances Control Act, 15 U.S.C. §2601, et seq.; the Clean Air Act, 42 D.S.C. §7401, et seq.; the Clean Water Act, 33 U.S.C. §1251, et seq.; or (vii) defined as a "regulated substance" pursuant to subchapter IX, Solid Waste Disposal Act (regulation of underground storage tanks), 42 D.S.C. §6991, et seq.





10 - LEASE AGREEMENT


Exhibit 31.1


CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002


I, Steve T. Laflin, certify that:


1.

I have reviewed this quarterly report on Form 10-Q of International Isotopes, Inc.;


2

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 10, 2011


/s/ Steve T. Laflin

Steve T Laflin, Chief Executive Officer




Exhibit 31.2


CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002


I, Laurie McKenzie-Carter, certify that:


1.

I have reviewed this quarterly report on Form 10-Q of International Isotopes, Inc.;


2

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 10, 2011



/s/ Laurie McKenzie-Carter

Laurie McKenzie-Carter, Chief Financial Officer




Exhibit 32.1


CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10-Q of International Isotopes, Inc and subsidiaries (the “Company”) for the period ended June 30, 2011, as filed with the Securities and Exchange Commission (the “Form 10-Q”), I, Steve T. Laflin, Chief Executive Officer of the Company, in my capacity as such, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)

To my knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)); and


(2)

The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.



August 10, 2011

/s/ Steve T. Laflin

 

Steve T. Laflin

 

Chief Executive Officer




Exhibit 32.2


CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10-Q of International Isotopes, Inc and subsidiaries (the “Company”) for the period ended June 30, 2011, as filed with the Securities and Exchange Commission (the “Form 10-Q”), I, Laurie McKenzie-Carter, Chief Financial Officer of the Company, in my capacity as such, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)

To my knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)); and


(2)

The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.



August 10, 2011

/s/ Laurie McKenzie-Carter

 

Laurie McKenzie-Carter

 

Chief Financial Officer