(Expressed in thousands of
The following management's discussion and analysis of the Company's financial condition and results of operations (the "MD&A") contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to theSEC and, including, without limitation, this Form 10-Q Quarterly Report for the three months endedOctober 31, 2022 , and our Form 10-K Annual Report for the fiscal year endedJuly 31, 2022 , including the consolidated financial statements and related notes contained therein. These factors, or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made in this Quarterly Report. Refer to "Cautionary Note Regarding Forward-looking Statements" as disclosed in our Form 10-K Annual Report for the fiscal year endedJuly 31, 2022 , and Item 1A, Risk Factors, under Part II - Other Information, of this Quarterly Report. Introduction This MD&A is focused on material changes in our financial condition fromJuly 31, 2022 , our most recently completed year end, toOctober 31, 2022 , and our results of operations for the three months endedOctober 31, 2022 , and should be read in conjunction with Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, as contained in our Form 10-K Annual Report for Fiscal 2022. Business We are predominantly engaged in uranium mining and related activities, including exploration, pre-extraction, extraction and processing, on uranium projects located inthe United States ,Canada and theRepublic of Paraguay , as more fully described in our Form 10-K Annual Report for Fiscal 2022. We utilize in-situ recovery ("ISR") mining where possible which we believe, when compared to conventional open pit or underground mining, requires lower capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment. We have two ISR Mines which utilize ISR mining to extract yellowcake ("U3O8"). We have two uranium processing facilities located in the vicinity of ourIRS Mines , which process material from our ISR Mines into drums of U3O8 for shipping to a third-party storage and sales facility. AtOctober 31, 2022 , we had no uranium supply or off-take agreements in place. We utilize a "hub-and-spoke" strategy whereby our processing facilities act as the central processing sites (the "hubs") for our ISR Mines and future satellite uranium mining activities, such as ourBurke Hollow Project , located within the South Texas Uranium Belt, and ourMoore Ranch Project , located in theState of Wyoming (the "spokes"). InTexas our fully-licensed and 100% ownedHobson Processing Facility forms the basis for our regional operating strategy, specifically the South Texas Uranium Belt, which is licensed to process up to four million pounds of U3O8 annually. InWyoming , our fully-licensed and 100% owned Irigaray Processing Facility forms the basis for our regional operating strategy in thePowder River Basin andGreat Divide Basin , which is licensed to process up to one million pounds of U3O8 annually. OnAugust 19, 2022 , we completed the UEX Acquisition. UEX is a Canadian uranium and cobalt exploration and development company involved with a portfolio of uranium projects. UEX's directly-owned portfolio of projects is located in the eastern, western and northern perimeters of theAthabasca Basin inSaskatchewan, Canada . OnOctober 14, 2022 , we completed the acquisition of theRoughrider Project located in the Athabasca Basin from a subsidiary of Rio Tinto plc. TheRoughrider Project unlocks value from the recently acquired UEX portfolio in the easternAthabasca Basin as we now have critical mass to advance our production plans. We also hold certain mineral rights in various stages of development in the States ofArizona ,New Mexico ,Texas andWyoming , inCanada and in theRepublic of Paraguay , many of which are located in historically successful mining areas and have been the subject of past exploration and pre-extraction activities by other mining companies. We do not expect, however, to utilize ISR mining for all of the uranium mineral rights in which case we would expect to rely on conventional open pit and/or underground mining techniques. 25 -------------------------------------------------------------------------------- Our operating and strategic framework is based on expanding our uranium and titanium extraction activities, which include advancing certain projects with established mineralized materials towards extraction and establishing additional mineralized materials on our existing uranium and titanium projects or through the acquisition of additional projects. Uranium Market Developments Over the past few years, global uranium market fundamentals have been improving as the market transitions from an inventory driven to more of a production driven market. The spot market bottomed inNovember 2016 at about$17.75 per pound U3O8 and stood at$52.30 per pound onOctober 31, 2022 (UxC U3O8 Daily Spot Price). Production dropped to a multi-year low in 2020 at about 122 million pounds but began to recover in 2021 and is on track to reach about 132 million pounds in 2022, although still well below reactor requirements. Global supply and demand projections show a structural deficit between production and utility requirements averaging about 36 million pounds a year over the next 10 years and increasing thereafter (UxC 2022 Q3 Uranium Market Outlook). The current gap is being filled with secondary market sources, including finite inventory that is projected to decline in coming years. As secondary supplies diminish, new production will be needed to meet utility demand and will require higher prices to stimulate new mining activity with market prices still below incentive prices for many producers. Uranium supply has become more complicated due toRussia's invasion ofUkraine asRussia is a significant supplier of nuclear fuel around the globe. Economic sanctions, transportation restrictions, pending legislation and buyer avoidance of Russian fuel is causing a fundamental change to the nuclear fuel markets. We believe this is likely to result in a bifurcation of the uranium market, increasing an already notable supply gap for western utilities. Secondary supply is also likely to be further reduced with western enrichers reversing operations from underfeeding to overfeeding that requires more uranium to increase the production of enrichment services. While these situations are still unfolding, new trends appear to be pointing towards at least theU.S. utilities beginning to shift more focus to security of supply with production in areas of low geopolitical risk. On the demand side of the equation, the global nuclear energy industry continues robust growth, with 65 new reactors connected to the grid since 2013 and another 60 reactors under construction as ofNovember 2022 (PRIS and WNANovember 2022 data). InOctober 2022 ,World Nuclear News reported that: "The InternationalEnergy Agency (IEA) projects more than a doubling of nuclear generation by 2050 with at least 30 countries increasing their use of nuclear power, in the Net Zero Emissions by 2050 scenario of its latest World Energy Outlook (WEO)". Additional upside market pressure is also emerging as utilities return to a longer-term contracting cycle to replace expiring contracts; something the market has not experienced for several years. Increasing demand has also occurred with financial entities and various producers, including our Company, purchasing significant quantities of drummed uranium inventory, further removing excess near term supplies. As atOctober 31, 2022 , we had no uranium supply or off-take agreements in place. Future sales of U3O8 are therefore expected to generally occur through the uranium spot market, with any fluctuations in the market price continuing to have a direct impact on our revenues and cash flows. Results of Operations For the three months endedOctober 31, 2022 and 2021, we recorded a net loss of$3,756 ($0 .01per share) and$2,074 ($0.01 per share), and income (losses) from operations of$3,593 and ($4,872 ), respectively. During the three months endedOctober 31, 2022 , we continued with our strategic plan for reduced operations at our ISR Mines to capture residual pounds of U3O8 only. While we remain in a state of operational readiness, uranium extraction expenditures incurred at our ISR Mines, which are directly related to regulatory/mine permit compliance, lease maintenance obligations and maintaining a necessary labor force, are being charged to our consolidated statement of operations. As a result, no uranium concentrate was extracted at our ISR Mines and processed at ourHobson and the Irigaray Processing Facilities, We established a physical uranium program (the "Physical Uranium Program") in Fiscal 2021. As of the date of this Quarterly Report, we entered into agreements to purchase 5.8 million pounds ofU.S. warehoused uranium concentrates inventory with various delivery dates throughDecember 2025 at the ConverDyn conversion facility located inMetropolis, Illinois , at a volume weighted average price of approximately$38.03 per pound. 26 -------------------------------------------------------------------------------- During the three months endedOctober 31, 2022 , as part of our Physical Uranium Program, we purchased 116,000 pounds of uranium concentrates with a total cost of$5,800 and sold 1,150,000 pounds of uranium concentrate for$57,209 . As ofOctober 31, 2022 , the carrying value of our uranium concentrates inventories was$28,769 (July 31, 2022 :$66,161 ). Sales and Service Revenue During the three months endedOctober 31, 2022 , we recorded sales of$57,209 from the sale of 1,150,000 pounds of uranium concentrates inventory at a volume weighted average price of approximately$49.75 per pound. In addition, we recorded revenue from toll processing services of$83 , which was generated from processing uranium resins. The table below provides a breakdown of our sales and service revenue and cost of sales and services: Three Months Ended October 31, 2022 2021 Sales of purchased uranium inventory $ 57,209 $ - Revenue from toll processing services 83 - Total sales and service revenue $ 57,292 $ - Cost of purchased uranium inventory $ (43,365 ) $ - Cost of toll processing services (69 ) - Total cost of sales and services $ (43,434 ) $ - Gross Profit $ 13,858 $ - Operating Costs
Mineral Property Expenditures
Mineral property expenditures primarily consisted of costs relating to permitting, property maintenance, exploration and pre-extraction activities and other non-extraction related activities on our projects.
27 -------------------------------------------------------------------------------- The following table provides mineral property expenditures by cost category for the periods indicated: Three Months Ended October 31, 2022 2021 Permitting and compliance $ 53 $ 91 Property maintenance 839 418 Exploration 2,002 814 Plant development 17 16 Wellfield development 343 78 Production readiness 797 240 Total $ 4,051 $ 1,657 During the three months endedOctober 31, 2022 and 2021, mineral property expenditures in the amount of$797 and$240 , respectively, were directly related to maintaining operational readiness and permitting compliance for ourPalangana Mine and Hobson Processing Facility and ourChristensen Mine and Irigary Processing Facility. During the three months endedOctober 31, 2022 , we continued the drilling campaign commenced inMarch 2021 and spent$557 (October 31, 2021 :$542 ) on exploration drilling costs on 41 exploration holes and$343 (October 31, 2021 :$78 ) on wellfield development costs on five wells totaling 1,990 feet at ourBurke Hollow Project . General and Administrative During the three months endedOctober 31, 2022 , general and administrative expenses totaled$5,722 , an increase compared to$3,117 for the three months endedOctober 31, 2021 . The increase primarily resulted from increases in salaries and management fees and an overall increase in corporate expenses due to the expansion of our corporate structure and activities.
The following summary provides a discussion of the major expense categories including analyses of the factors that caused significant variances compared to the same period last year:
? for the three months ended
totaled
October 31, 2021 , primarily as a result of an increase in salaries and management fees and the acquisitions of U1A and UEX;
? for the three months ended
listing fees, investor relations, corporate development and travel expenses
totaled
expenses and an overall increase in corporate activities due to expansion by
the Company;
? for the three months ended
which increased compared to
Professional fees are primarily comprised of legal services related to certain
transactional activities and regulatory compliance, in addition to audit and
tax services; and
? for the three months ended
31, 2021. The stock-based compensation expenses included the fair value of
compensation shares at the time of issuance and the amortization of the fair
value of various stock awards granted in prior fiscal years using the graded
vesting method. 28
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Other Income and Expenses Interest and Finance Costs
During the three months ended
Income from Equity-Accounted Investments
Income from equity-accounted investments was comprised of the following:
Three Months Ended October 31 2022 2021 Share of income (loss)$ (195 ) $ 835 Gain on dilution of ownership interest in URC 226 1,918 Total $ 31 $ 2,753 During the three months endedOctober 31, 2022 andOctober 31, 2021 , we recorded a gain on dilution of ownership interest in URC of$226 and$1,918 , respectively, as a result of URC issuing more shares from its equity financings, which decreased our ownership interest in URC to$15 .4% atOctober 31, 2022 from at 15.5% atJuly 31, 2022 .
Change in fair value of derivative liability
In connection with the UEX Acquisition, we issued Replacement Warrants, which are accounted for as derivative liabilities due to the exercise prices of the UEX warrants being denominated in Canadian dollars which differs from the functional currency of the Company. As atOctober 31, 2022 , the Replacement Warrants were revalued, which resulted in a loss of$2,625 due to the increase in fair value of derivative liabilities primarily due to an increase in our share price. No such loss was recorded for the three months endedOctober 31, 2021 .
Unrealized Loss on
As atOctober 31, 2022 , our investments in certain equity securities were revalued using the market values at period end, which resulted in a loss on fair value of equity securities totaling$2,382 . No such loss was recorded for the three months endedOctober 31, 2021 . 29
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Realized Loss on
During the three months endedOctober 31, 2022 , we recorded a loss of$1,084 as a result of the revaluation of UEX shares we acquired prior to the completion of UEX Acquisition which were included in acquisition consideration. No such loss was recorded for the three months endedOctober 31, 2021 . Other expenses During the three months endedOctober 31, 2022 , we entered into an amendment to sales agreements with a third party whereby a uranium sales agreement and a uranium purchase agreement with this same party offset each other. We paid a net amount of$1,186 to this party for the differences between the gross purchase price and gross sales price, which was recorded as other expenses on our condensed consolidated financial statements.
Summary of Quarterly Results
For the Quarters Ended October April 30, January 31, 2022 July 31, 2022 2022 31, 2022 Sales and service revenue$ 57,292 $ 78$ 9,892 $ 13,191 Gross profit 13,858 13 3,337 3,943 Net income (loss) (3,756 ) 5,455 7,345 (5,474 ) Total comprehensive income (loss) (14,524 ) 5,390 7,206 (6,092 ) Basic and diluted income (loss) per share (0.01 ) 0.02 0.03 (0.02 ) Total assets 695,487 354,247 330,793 302,217 For the Quarters Ended October April 30, January 31, 2021 July 31, 2021 2021 31, 2021 Sales and service revenue $ - $ - $ - $ - Gross profit - - - - Net loss (2,074 ) (1,798 ) (4,590 ) (3,461 ) Total comprehensive loss (1,931 ) (2,226 ) (4,097 ) (2,975 ) Basic and diluited loss per share (0.01 ) (0.01 ) (0.02 ) (0.02 ) Total assets 232,719 169,541 163,575 100,143
Liquidity and Capital Resources
October 31, 2022 July 31, 2022 Cash and cash equivalents $ 20,965$ 32,536 Current assets 54,895 102,191 Current liabilities 17,608 8,498 Working capital 37,287 93,693 During the three months endedOctober 31, 2022 , we received net proceeds of$21,714 from the 2021 ATM Offering. As atOctober 31, 2022 , we had working capital of$37,287 , which decreased by$56,406 from the working capital of$93,693 as atJuly 31, 2022 . Subsequent toOctober 31, 2022 , we received cash proceeds of$13,505 from the ATM Offerings and sold 500,000 pounds of uranium inventories for total proceeds of$25,185 . We believe our existing cash resources, if necessary, and the cash generated from the sale of the Company's uranium inventories, will provide sufficient funds to carry out our planned operations for the next 12 months from the date that this Quarterly Report is issued. 30
-------------------------------------------------------------------------------- Although our planned principal operations commenced in Fiscal 2012, from which significant revenues from U3O8 sales were realized, our revenues generated from sales of produced U3O8 have been inconsistent and we have yet to achieve profitability. We have a history of operating losses resulting in an accumulated deficit balance since inception. Although we recorded net income totaling$5,252 in Fiscal 2022, we recorded net losses in the current quarter and all prior years and we had an accumulated deficit balance of$290,129 as atOctober 31, 2022 . Furthermore, we may not achieve and maintain profitability or develop positive cash flow from our operations in the near term although we recorded positive cash flows from operating activities totaling$40,655 for the three months endedOctober 31, 2022 .
Historically we have been reliant primarily on equity financings from the sale of our common stock and on debt financings in order to fund our operations.
We
have also relied, to a limited extent, on cash flows generated from our mining activities during the years endedJuly 31, 2015 ("Fiscal 2015), 2013 ("Fiscal 2013) and 2012 ("Fiscal 2012"). However, we have yet to achieve profitability or develop consistent positive cash flow from operations. In the future we may also rely on cash flows generated from the sales of our uranium concentrates to fund our operations. Our reliance on equity and debt financings is expected to continue for the foreseeable future, and their availability whenever such additional financing is required, will be dependent on many factors beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electrical generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements, to continue advancing our uranium projects which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. However, there is no assurance that we will be successful in securing any form of additional financing when required and on terms favorable to us. Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including continuing with our exploration and pre-extraction activities and acquiring additional mineral projects. In the absence of such additional financing, we would not be able to fund our operations, including continuing with our exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of our mineral projects. Our anticipated operations, including exploration and pre-extraction activities, however, will be dependent on and may change as a result of our financial position, the market price of uranium and other considerations, and such change may include accelerating the pace or broadening the scope of reducing our operations. Our ability to secure adequate funding for these activities will be impacted by our operating performance, other uses of cash, the market price of commodities, the market price of our common stock and other factors which may be beyond our control. Specific examples of such factors include, but are not limited to: ? if the market price of uranium weakens; ? if the market price of our common stock weakens;
? if the COVID-19 pandemic worsens or continues over an extended period and
causes further financial market uncertainty; and
? if a nuclear incident, such as the events that occurred at Fukushima in March
2011, occurs, continuing public support of nuclear power as a viable source of
electrical generation may be adversely affected, which may result in
significant and adverse effects on both the nuclear and uranium industries.
Our continuation as a going concern beyond 12 months from the date of this Quarterly Report will be dependent upon our ability to achieve consistent positive cash flow from the sale of our uranium concentrates and obtain adequate additional financing, as our operations are capital intensive and future capital expenditures are expected to be substantial. Our long-term success, including the recoverability of the carrying values of our assets, our ability to acquire additional mineral projects and to continue with exploration and pre-extraction activities and mining activities on our existing mineral projects, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable minerals and to develop these into profitable mining activities. 31 --------------------------------------------------------------------------------
Equity Financings OnMay 17, 2021 , we filed a Form S-3 shelf registration statement under the Securities Act, which was declared effective by theSEC onJune 1, 2021 , providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of up to an aggregate offering amount of$200 million (the "2021 Shelf"), which included an at-the-market offering agreement prospectus (the "May 2021 ATM Offering") covering the offering, issuance and sale of up to a maximum offering of$100 million as part of the$200 million under the 2021 Shelf. OnMay 14, 2021 , we entered into an at-the-market offering agreement (the "2021 ATM Offering Agreement") withH.C. Wainwright & Co., LLC and certain co-managers (collectively, the "2021 ATM Managers") as set forth in the 2021 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to$100 million through the 2021 ATM Managers selected by us. OnNovember 26, 2021 , we filed a prospectus supplement to our 2021 Shelf with respect to the continuation of theMay 2021 ATM Offering Agreement with the 2021 ATM Managers under which we may, if eligible, from time to time, sell shares of our common stock having an aggregate offering price of up to an additional$100 million for a total of$200 million through the 2021 ATM Managers selected by us (the "November 2021 ATM Offering"; and, collectively with theMay 2021 ATM Offering, the "2021 ATM Offering"). OnNovember 16, 2022 , we filed a Form S-3 automatic shelf registration statement under the Securities Act, which became effective upon filing, providing for the public offer and sale of certain securities of the Company from time to time, at our discretion, of an undetermined dollar value of common stock, debt securities, warrants to purchase common stock or debt securities, subscription receipts for and units which include common stock, debt securities, warrants or any combination thereof (the "2022 Shelf"), which included an at-the-market offering agreement prospectus (the "2022 ATM Offering"; and, collectively, with the 2021 ATM Offering, the "ATM Offerings") covering the offering, issuance and sale of up to a maximum offering of$300 million under the 2022 Shelf. OnNovember 16, 2022 , we entered into an at-the-market offering agreement (the "2022 ATM Offering Agreement") withH.C. Wainwright & Co., LLC and certain co-managers (collectively, the "2022 ATM Managers") as set forth in the 2022 ATM Offering Agreement under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to$300 million through the 2022 ATM Managers selected by us. During the three months endedOctober 31, 2022 , we issued 5,218,890 shares of the Company's common stock under our 2021 ATM Offering for net cash proceeds of$21,714
Subsequent to
Operating Activities During the three months endedOctober 31, 2022 , net cash provided by operating activities was$36,531 , of which$37,405 was from sales of our uranium concentrate inventory, net of uranium inventory purchases. Other significant operating expenditures included mineral property expenditures, general and administrative expenses and interest payments for a promissory note. Financing Activities During the three months endedOctober 31, 2022 , net cash provided by financing activities totaled$27,864 , comprised of net proceeds of$21,714 from the 2021 ATM Offering and net proceeds of$6,346 from the exercise of stock options and share purchase warrants, offset by$147 for cash paid for withholding amounts on option exercises and$49 in payments for a promissory note. During the three months endedOctober 31, 2021 , net cash provided by financing activities totaled$63,918 , comprised of net proceeds of$62,671 from the 2021 ATM Offering and net proceeds of$1,294 from the exercise of stock options and share purchase warrants, offset by$47 in payments for a promissory note. Investing Activities During the three months endedOctober 31, 2022 , net cash used in investing activities totaled$75,783 , comprised of net cash of$4,369 received from the UEX Acquisition, offset by cash used in the Roughrider Acquisition of$80,000 , and cash used for the purchase of property, plant and equipment of$152 . During the three months endedOctober 31, 2021 , net cash provided by investing activities totaled$358 , comprised of cash proceeds of$9,980 from sales of equity securities, offset by cash of$9,433 used in investment in equity securities, cash of$176 used in prepaid transaction costs and cash of$13 used for investment in mineral rights and properties and purchase of property, plant and equipment. Stock Options and Warrants As ofOctober 31, 2022 , we had stock options outstanding representing 8,856,055 shares at a weighted-average exercise price of$1.65 per share, and share purchase warrants outstanding representing 4,837,586 shares at a weighted-average exercise price of$2.85 per share. As ofOctober 31, 2022 , outstanding stock options and warrants represented a total 13,693,641 shares issuable for gross proceeds of approximately$28.4 million should these stock options and warrants be exercised in full on a cash basis. As ofOctober 31, 2022 , all outstanding share purchase warrants and stock options are in-the-money. The exercise of stock options and warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options or warrants will be exercised in the future. 32 --------------------------------------------------------------------------------
Transactions with Related Parties
During the three months endedOctober 31, 2022 , we incurred$394 primarily on recoverable exploration expenditures with JCU. As atOctober 31, 2022 , amount owing from JCU totaled$577 (July 31, 2022 : $Nil) During the three months endedOctober 31, 2022 and 2021, we incurred$78 and$2 , respectively, in general and administrative costs, paid toBlender Media Inc , a company controlled byArash Adnani , a direct family member of our President and Chief Executive Officer, for various services, including information technology, financial subscriptions, corporate branding, media, website design, maintenance and hosting, provided by Blender to the Company.
As at
Material Commitments
As at
Payment Due by Period Less Than 1 More Than 5 Contractual Obligations Total Year 1-3 Years 3-5 Years Years Asset Retirement Obligations$ 29,212 $ 362 $ 2,772 $ 4,998 $ 21,080 Operating Lease Obligations 1,649 264 240 170 975 Uranium Inventory Purchase Obligations 118,787 53,134 62,033 3,620 - Total$ 149,648 $ 53,760 $ 65,045 $ 8,788 $ 22,055
As at
Commitments for Management Services
As at
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
For a complete summary of all of our significant accounting policies refer to Note 2: Summary of Significant Accounting Policies of the Notes to the consolidated financial statements as presented under Item 8, Financial Statements and Supplementary Data, in our Annual Report on Form 10-K for Fiscal 2022. Refer to "Critical Accounting Policies" under Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for Fiscal 2022. Subsequent Events
Subsequent to
Subsequent to
Subsequent to
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