Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 11, 2021 | Jun. 30, 2020 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Registrant Name | WESTWATER RESOURCES, INC. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | WWR | ||
Security Exchange Name | NASDAQ | ||
Entity's Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 29,413,019 | ||
Entity Public Float | $ 17,661,760 | ||
Entity Central Index Key | 0000839470 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 50,315,000 | $ 1,870,000 |
Available-for-sale securities, current | 1,520,000 | |
Prepaid and other current assets | 754,000 | 491,000 |
Total Current Assets | 52,589,000 | 2,361,000 |
Property, plant and equipment, at cost: | ||
Property, plant and equipment | 9,080,000 | 9,065,000 |
Less accumulated depreciation and depletion | (95,000) | (70,000) |
Net property, plant and equipment | 8,985,000 | 8,995,000 |
Operating lease right-of-use assets | 353,000 | 470,000 |
Restricted cash | 10,000 | 10,000 |
Assets held for sale, non-current | 15,143,000 | |
Total Assets | 61,937,000 | 26,979,000 |
Current Liabilities: | ||
Accounts payable | 1,734,000 | 852,000 |
Accrued liabilities | 2,369,000 | 2,270,000 |
Operating lease liability - current | 149,000 | 147,000 |
Current liabilities held for sale | 900,000 | |
Total Current Liabilities | 4,252,000 | 4,169,000 |
Operating lease liability, net of current | 214,000 | 332,000 |
Liabilities held for sale, non current | 5,414,000 | |
Total Liabilities | 4,466,000 | 9,915,000 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Common stock, 100,000,000 shares authorized, $.001 par value; Issued shares – 19,172,020 and 3,339,541 respectively Outstanding shares - 19,171,859 and 3,339,380 respectively | 19,000 | 3,000 |
Paid-in capital | 383,723,000 | 319,758,000 |
Accumulated other comprehensive loss | ||
Accumulated deficit | (326,013,000) | (302,439,000) |
Less: Treasury stock (161 and 161 shares, respectively), at cost | (258,000) | (258,000) |
Total Stockholders’ Equity | 57,471,000 | 17,064,000 |
Total Liabilities and Stockholders’ Equity | $ 61,937,000 | $ 26,979,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 19,172,020 | 3,339,541 |
Common stock, shares outstanding | 19,171,859 | 3,339,380 |
Treasury stock, shares | 161 | 161 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Expenses: | ||
Mineral property expenses | $ (34) | $ (320) |
Product development expenses | (4,049) | (116) |
General and administrative expenses | (5,678) | (4,474) |
Arbitration costs | (1,458) | (1,378) |
Depreciation and amortization | (17) | (6) |
Total operating expenses | (11,236) | (6,294) |
Non-Operating Income/(Expenses): | ||
Loss on sale of marketable securities | (720) | |
Interest income | 291 | |
Loss/Gain on disposal of uranium assets | (2,665) | 729 |
Other income (expense) | (11) | (10) |
Total other income (expense) | (2,676) | 290 |
Net Loss from Continuing Operations | (13,912) | (6,004) |
Net Loss from Discontinued Operations | (9,662) | (4,561) |
Net Loss | (23,574) | (10,565) |
Other Comprehensive Income | ||
Transfer to realized loss upon sale of available for sale securities | 90 | |
Comprehensive Loss | $ (23,574) | $ (10,475) |
BASIC AND DILUTED LOSS PER SHARE | $ (2.68) | $ (5.39) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 8,799,190 | 1,961,086 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Common Stock | Paid-In Capital. | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Stock | Total |
Balance at Dec. 31, 2018 | $ 1 | $ 313,012 | $ (90) | $ (291,874) | $ (258) | $ 20,791 |
Balance, shares at Dec. 31, 2018 | 1,436,555 | |||||
Net Loss | (10,565) | (10,565) | ||||
Common stock issued, net of issuance costs | $ 2 | 6,650 | 6,652 | |||
Common stock issued, net of issuance costs (in shares) | 1,902,593 | |||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes | 97 | 97 | ||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes (in shares) | 393 | |||||
Minimum withholding taxes on net share settlements of equity awards | (1) | (1) | ||||
Transfer to realized loss upon sale of available for sale securities | $ 90 | 90 | ||||
Balance at Dec. 31, 2019 | $ 3 | 319,758 | (302,439) | (258) | 17,064 | |
Balance, shares at Dec. 31, 2019 | 3,339,541 | |||||
Net Loss | (23,574) | (23,574) | ||||
Common stock issued, net of issuance costs | $ 16 | 62,673 | 62,689 | |||
Common stock issued, net of issuance costs (in shares) | 15,681,968 | |||||
Common stock issued for commitment fees | 925 | 925 | ||||
Common stock issued for commitment fees, shares | 150,000 | |||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes | 367 | 367 | ||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes (in shares) | 511 | |||||
Transfer to realized loss upon sale of available for sale securities | ||||||
Balance at Dec. 31, 2020 | $ 19 | $ 383,723 | $ (326,013) | $ (258) | $ 57,471 | |
Balance, shares at Dec. 31, 2020 | 19,172,020 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities: | ||
Net Loss | $ (23,574) | $ (10,565) |
Reconciliation of net loss to cash used in operations: | ||
Non-cash lease expense | 2 | 9 |
Accretion of asset retirement obligations | 201 | 390 |
Costs incurred for restoration and reclamation activities | (1,262) | (293) |
Amortization of note receivable discount | (299) | |
Depreciation and amortization. | (55) | 73 |
Stock compensation expense | 367 | 98 |
Impairment of uranium properties | 5,200 | 143 |
Gain/loss on disposal of uranium properties | 2,665 | (729) |
Gain on disposal of fixed assets | (21) | |
Loss on sale of marketable securities | 720 | |
Effect of changes in operating working capital items: | ||
Decrease in prepaids and other assets | 8 | 246 |
Increase in payables and accrued liabilities | 1,286 | 158 |
Net Cash Used In Operating Activities | (15,183) | (10,049) |
Cash Flows From Investing Activities | ||
Cash transferred for disposal of uranium assets, net | (4,023) | 2,470 |
Proceeds from the sale of securities, net | 536 | |
Proceeds from note receivable | 750 | |
Capital expenditures | (81) | |
Net Cash (Used In)/Provided By Investing Activities | (4,104) | 3,756 |
Cash Flows From Financing Activities: | ||
Proceeds from note payable | 331 | |
Issuance of common stock, net | 63,614 | 6,652 |
Payment of minimum withholding taxes on net share settlements of equity awards | (1) | |
Net Cash Provided By Financing Activities | 63,945 | 6,651 |
Net increase in cash, cash equivalents and restricted cash | 44,658 | 358 |
Cash, Cash Equivalents and Restricted Cash, Beginning of Period | 5,667 | 5,309 |
Cash, Cash Equivalents and Restricted Cash, End of Period | 50,325 | 5,667 |
Cash Paid During the Period for: | ||
Interest | 7 | 6 |
Supplemental Non-Cash Information with Respect to Investing and Financing Activities: | ||
Securities received for payment of notes receivable – Laramide | 750 | |
Securities received from sale of uranium assets - enCore | 1,520 | |
Total Non-Cash Investing and Financing Activities for the Period | $ 1,520 | $ 750 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”) and include the accounts of WWR and its wholly‑owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. (“US GAAP”) requires management to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to asset retirement obligations; stock-based compensation and asset impairment, including estimates used to derive future cash flows or market value associated with those assets. Cash and Cash Equivalents Management considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash deposits in excess of federally insured limits. Management monitors the soundness of the financial institution and believe the risk is negligible. Available-for-Sale Securities Management determines the appropriate classification of the Company’s investments at the time of purchase and re-evaluates such determinations each reporting date. Marketable equity securities are categorized as available-for-sale and carried at fair market value on the Balance Sheet. Unrealized gains and losses are included as a component of accumulated other comprehensive loss, unless an other-than-temporary impairment in value has occurred in which case the unrealized loss would be charged to current period loss as an impairment charge. Unrealized gains and losses originally included in accumulated other comprehensive income are reclassified to current period net loss when the sale of securities occurs or when a security is impaired. Property, Plant and Equipment Facilities and Equipment Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are amortized using the units of production method. During the periods that the Company’s facilities are not in production, depreciation of its facilities and equipment is suspended as the assets are not in service. Mineral Properties Mineral rights acquisition costs are capitalized when incurred, and exploration costs are expensed as incurred. When management determines that a mineral right can be economically developed in accordance with U.S. GAAP, the costs then incurred to develop such property will be capitalized. During the periods that the Company’s facilities are not in production, depletion of its mineral interests, permits, licenses and development properties is suspended as the assets are not in service. If mineral properties are subsequently abandoned or impaired, any non-depleted costs will be charged to loss in that period. Other Property, Plant and Equipment Other property, plant and equipment consisted of corporate office equipment, furniture and fixtures and transportation equipment. Depreciation on other property is computed based upon the estimated useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed. Asset Impairment The Company reviews and evaluates its long‑lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows or upon an estimate of fair value that may be received in an exchange transaction. Future cash flows are estimated based on quantities of recoverable minerals, expected commodity prices, production levels and operating costs of production and capital, based upon the projected remaining future mineral production from each project. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of mineral that will be obtained after taking into account losses during processing and treatment. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is likely that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, mineral prices, production levels and operating costs of production and availability and cost of capital are each subject to significant risks and uncertainties. Assets held for sale The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the assets at the lower of its carrying value or its estimated fair value, less costs to sell. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. As of December 31, (thousands of dollars) 2020 2019 Cash and cash equivalents $ 50,315 $ 1,870 Restricted cash included in assets held for sale 3,787 Restricted cash not included in assets held for sale 10 10 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 50,325 $ 5,667 Funds deposited by the Company for collateralization of performance obligations are not available for the payment of general corporate obligations and are not included in cash equivalents. Restricted cash consists of cash held in escrow by escrow agents. Fair Value of Financial Instruments The Company’s financial instruments consist of cash equivalents and restricted cash and short-term investments. U.S. GAAP defines “fair value” as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Periodically throughout the year, the Company has maintained balances in various U.S. operating accounts in excess of U.S. federally insured limits. The following table presents information about financial instruments recognized at fair value on a recurring basis as of December 31, 2020 and 2019, and indicates the fair value hierarchy: December 31, 2020 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Available-for-sale securities, current $ — $ — $ 1,520 $ 1,520 Total current assets recorded at fair value $ — $ — $ 1,520 $ 1,520 Non-current Assets Restricted cash not included in assets held for sale $ 10 $ — $ — $ 10 Total non-current assets recorded at fair value $ 10 $ — $ — $ 10 December 31, 2019 (thousands of dollars) Level 1 Level 2 Level 3 Total Non-current Assets Restricted cash included in assets held for sale $ 3,787 $ — $ — $ 3,787 Restricted cash not included in assets held for sale 10 — — Total non-current assets recorded at fair value $ 3,797 $ — $ — $ 3,797 The Company determined the fair value of the available-for-sale securities (enCore shares) at December 31, 2020 using the Black-Scholes valuation methodology. As discussed in Note 3, this resulted in a discount for lack of marketability of $375,000 due to the 4-month holding period before shares could be sold. Key inputs included a risk-free rate of 0.09% based on 3-month US Treasury Bond yields and a volatility factor of 89.1. Loss Per Share Basic loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted loss per share is not presented as the effect on the basic loss per share would be anti-dilutive. At December 31, 2020 and 2019, the Company had 421,457 and 235,407 respectively, in potentially dilutive securities. Foreign Currency The functional currency for all foreign subsidiaries of the Company was determined to be the U.S. dollar since its recently acquired foreign subsidiaries are direct and integral components of WWR and are dependent upon the economic environment of WWR’s functional currency. Accordingly, the Company has translated its monetary assets and liabilities at the period-end exchange rate and the non-monetary assets and liabilities at historical rates, with income and expenses translated at the average exchange rate for the current period. All translation gains and losses have been included in the current period loss. Notes Receivable These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Assets with lives beyond one year are carried at amortized cost using the effective interest method less any provision for impairment. Assets with lives under a year are undiscounted and carried at full cost. Management monitors these assets for credit quality and recoverability on a quarterly basis, including the value of any collateral. If the value of the collateral, less selling or recovery costs, exceeds the recorded investment in the asset, no impairment costs would be recorded. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (ASC 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. This update modifies the disclosure requirements for fair value measurements by removing, modifying or adding disclosures. The Company adopted this pronouncement effective January 1, 2020. The adoption of ASU 2018-13 has not had a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740)” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. In June 2016, the FASB issued ASU 2016‑13, “Measurement of Credit Losses on Financial Instruments”. ASU 2016‑13 will change how companies account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities, companies will be required to estimate lifetime expected credit losses and recognize an allowance against the related instruments. For available for sale debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. The adoption of this update, if applicable, will result in earlier recognition of losses and impairments. In November 2018, the FASB issued ASU 2018‑19, “Codification Improvements to ASC 326, Financial Instruments – Credit Losses.” ASU 2016‑13 introduced an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. That methodology replaces the probable, incurred loss model for those assets. ASU 2018‑19 is the final version of Proposed Accounting Standards Update 2018‑270, which has been deleted. Additionally, the amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326‑20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. These updates are effective beginning January 1, 2023, and the Company is currently evaluating ASU 2016‑13 and ASU 2018‑19 and the potential impact of adopting this guidance on its financial reporting. |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2020 | |
LIQUIDITY | |
LIQUIDITY | 2. LIQUIDITY The Company last recorded revenues from operations in 2009. Since 2009, the Company has relied on equity financings, debt financings and asset sales to fund its operations. The Company expects to rely on debt and equity financing to fund its operations. The Company will also continue its cost reduction initiatives to identify ways to reduce its cash expenditures. In 2016, the Company began to expand its business plan into acquisition and development of energy-related materials. Between 2016 and 2020 the Company obtained mineral leases in Nevada and Utah and evaluated a green-fields exploration program for lithium. In 2018, the Company acquired Alabama Graphite Corp. and its Coosa Graphite Project for the purpose of developing the only commercial sized graphite mineral deposit in the contiguous United States and production of advanced graphite products for use in batteries. In the third quarter of 2020, as further discussed below and as further discussed in Note 3, the Company made the strategic decision to focus most of its resources on its graphite business, discontinuing its investment in its lithium mineral properties and selling its uranium business. As of December 31, 2020, execution of the business plan for development of the Coosa Graphite Project was underway, with the commissioning of pilot programs for processing flake graphite into battery-grade graphite products. The start-up of operations for those pilots commenced in the 4 th quarter of 2020 and the Company expects the pilot program phase to last into mid-2021. The Company will use the data generated from the pilot operations to inform the requirements and specifications for building a commercial sized graphite processing facility. Pursuant to the Company’s Preliminary Economic Assessment of the Coosa Graphite Project as modified, financing required for the estimated capital expenditures to construct the commercial plant is approximately $120 million. Subject to financing, the Company expects the construction phase for the commercial plant to begin in the second half of 2021 and be completed in 2022. The Company expects to begin generating revenues from sales of advanced graphite products from the Coosa Graphite Project in 2023. In furtherance of the Company’s strategic shift to graphite battery materials, on December 31, 2020 the Company entered into a securities purchase agreement (“Purchase Agreement”) to sell its U.S. uranium business, including its U.S. uranium exploration assets in New Mexico and idled production assets in Texas to enCore Energy Corp. (“enCore”) (see Note 3). The transaction closed on December 31, 2020. The sale included the elimination of a $9.3 million bonding liability, the elimination of $5.2 million in asset retirement obligations, and the elimination of more than $4.0 million in annual expenditures related to reclamation and compliance costs at the Company’s Kingsville, Vasquez, and Rosita sites in South Texas and its New Mexico land holding costs. The Company received approximately US$1.8 million of enCore common stock and retained royalty interests on the New Mexico uranium properties as consideration for the sale. The Company retained its uranium interests in Turkey, which are subject to ongoing international arbitration proceeding. The Company’s strategic shift to focus solely on its graphite business also resulted in its decision not to renew its lithium mineral leases in Nevada and Utah when the annual rentals of approximately $0.2 million came due in late August 2020. At December 31, 2020 the Company’s cash balances were $50.3 million. During the month of January 2021, the Company sold 9.3 million shares of common stock for net proceeds of $47.3 million pursuant to its Controlled Equity Offering SM Sales Agreement with Cantor Fitzgerald & Co. (“Cantor”) and 0.9 million shares of common stock for net proceeds of $6.6 million pursuant to the December 2020 PA with Lincoln Park (see Note 15). The funding provided by this financing facility has resulted in a cash balance of approximately $101 million at February 11, 2021. The Company is pursuing project financing to support primary funding of the capital expenditures for construction of the commercial plant set to occur in the second half of 2021. Management believes the Company’s current cash balance is sufficient to fund its planned non-discretionary expenditures through 2022. In addition to pursuing other project financing, the Company is evaluating the continued use of the Cantor and Lincoln Park financing facilities for use in funding any required contributions by the Company to support project financing for construction of the commercial graphite facility. While the Company has been successful in the past in raising funds through equity and debt financings as well as through the sale of non-core assets, no assurance can be given that additional financing will be available to it in amounts sufficient to meet its needs, or on terms acceptable to the Company. Stock price volatility and uncertain economic conditions caused by the COVID-19 pandemic could significantly impact the Company’s ability to raise funds through equity financing . In the event funds are not available for project financing to complete construction of the commercial facility in 2022, the Company will be able to fund its non-discretionary expenditures, however, the Company may be required to change its planned business strategies. |
ACQUISITIONS AND DISPOSALS
ACQUISITIONS AND DISPOSALS | 12 Months Ended |
Dec. 31, 2020 | |
ACQUISITIONS AND DISPOSALS. | |
ACQUISITIONS AND DISPOSALS | 3. ACQUISITIONS AND DISPOSALS Sale of Uranium Business to enCore Energy On December 31, 2020, Westwater, its wholly owned subsidiary URI Neutron Holdings II, Inc. (“Neutron Holdings”), and enCore Energy Corp. (“enCore”) entered into a securities purchase agreement (the “Purchase Agreement”) to sell their subsidiaries engaged in the uranium business in Texas and New Mexico (the “Uranium Subsidiaries”) to enCore. The transaction closed December 31, 2020. At the closing of the transaction, enCore delivered $742,642 in cash and issued $1,795,000 worth of its common shares to Westwater and Westwater and Neutron Holdings transferred all of the equity interests in the Uranium Subsidiaries to enCore along with a copy of a database relating to the Grants Mineral Belt located in New Mexico. In addition, enCore delivered to Westwater a 2% net smelter return royalty (“NSR Royalty”) on production from the uranium properties held by Uranco, Inc. in New Mexico, and a 2.5% net profits interest (“NPI”) on the profits from operations of Neutron Energy, Inc.’s Juan Tafoya and Cebolleta Projects. Pursuant to the terms of the Purchase Agreement, enCore has also agreed to replace the indemnification obligations of Westwater for certain reclamation surety bonds held in the name of URI, Inc., and Westwater transferred to enCore all rights to $3,796,788 in cash collateral held to secure such indemnity obligations. Also, at closing, in accordance with the terms of the Side Letter executed by the parties, Westwater delivered $333,120 in cash to enCore, which amount is to be delivered in escrow upon the request of the lender, Celtic Bank, under the loan made to URI, Inc. in May 2020 pursuant to the Small Business Administration (“SBA”) Paycheck Protection Program (the “PPP Loan”). The escrowed amount will be released to Westwater upon, and subject to, forgiveness of the PPP Loan under the terms of the CARES Act. In the event that all or a portion of the PPP Loan is ineligible for forgiveness, Celtic Bank will retain the escrowed amount up to the amount of the unforgiven portion of the PPP Loan, plus interest. The PPP Loan forgiveness application was filed on January 25, 2021. Celtic Bank has 60 days from receipt of the PPP loan forgiveness application to issue a decision recommendation to the SBA. The SBA has 90 days from receipt of that application to confirm the forgiveness amount. The divestiture of the uranium business was accounted for as an asset disposal and the non-cash consideration received from enCore was recorded at fair value. In accordance with the terms of the purchase agreement, non-cash consideration included the receipt of shares of enCore common stock in the amount of $1,795,000. The number of shares issued at closing was 2,571,598. The number of shares was determined by a pricing formula based on the volume weighted average price (“VWAP”) of enCore’s common shares for the ten trading days ending on and including December 30, 2020 . The VWAP formula resulted in a price of $0.698. For purposes of determining the fair value of the enCore shares, the Company used the closing price for enCore shares on December 31, 2020 which was $0.736, resulting in a value of approximately $1,895,000. The Company then determined that a discount for lack of marketability should be considered because (1) the shares were not be eligible for sale by Westwater until May 1, 2021, and (2) after May 1, 2021, the terms of the purchase agreement require WWR to offer enCore a first right to buy the shares if the amount to be sold in a single transaction is greater than 250,000 shares. Utilizing a precedent comparable transaction and Black-Scholes valuation methodology for fair value evaluation, the Company determined that a discount of 21%, or $375,000, should be applied to the shares. Accordingly, the carrying value of the shares has been adjusted to reflect a fair value of $1,520,000, and the discount was charged to loss on sale of uranium assets on the Consolidated Statement of Operations. The cash paid to enCore for the PPP Loan escrow is considered contingent consideration for accounting purposes in accordance with ASC 810 – Consolidation and ASC 805 – Business Combinations . URI, Inc. used 100% of the loan proceeds for eligible payroll and payroll related expenses and provided all supporting documentation required to support the request for forgiveness. Although no assurance can be provided, the Company believes it is “probable” that the loan will be 100% forgiven. Accordingly, the fair value of contingent consideration is deemed to be the carrying value of the $333,120 paid into escrow, and is classified as an account receivable at December 31, 2020. Finally, due to the high degree of uncertainties surrounding future mine development and uranium prices, as well as limited marketability, the Company determined the fair value of the NSR Royalty and NPI to be nil. The following fair value amounts have been recorded as purchase consideration: (thousands of dollars) Cash $ 743 Transaction costs (558) Contingent consideration for PPP Loan escrow 333 enCore common stock 1,520 Total Consideration Received $ 2,038 The Company recorded the following loss on disposal of uranium properties within its Consolidated Statement of Operations: (thousands of dollars) Total Consideration Received $ 2,038 Carrying value of uranium property, plant and equipment (6,204) Restricted Cash (3,797) Other assets (579) Asset retirement obligation 5,239 Note Payable (PPP loan) 333 Other liabilities 305 Loss on disposal of Uranium Entities $ (2,665) The loss was primarily related to resolution of transaction issues and final negotiations in the fourth quarter leading up to the transaction closing on December 31, 2020. Disposal of Uranium Assets On March 5, 2019, the Company entered into an Asset Purchase Agreement with Uranium Royalty (USA) Corp. and Uranium Royalty Corp. (together “URC”) for the sale of four of its royalty interests on future uranium production from mineral properties located in South Dakota, Wyoming and New Mexico, as well as the remaining amount of the Laramide promissory note in the amount of $2.0 million as discussed below, for $2.75 million, including $0.5 million paid at signing. On June 28, 2019, Westwater and URC entered into an Amendment to the Asset Purchase Agreement. The Amendment extended the date for closing from July 31, 2019 to August 30, 2019. URC delivered an additional $1.0 million as deposit to the Company upon signing the Amendment. The transaction closed on August 30, 2019 at which time the Company transferred ownership of the royalties and promissory note in exchange for the final payment of $1.25 million. The sale of these uranium assets was accounted for as an asset disposal. The Company recorded the following gain on disposal of uranium assets on its Condensed Consolidated Statements of Operations: URC Transaction (thousands of dollars) Total cash consideration received, net of transaction costs $ 2,470 Carrying value of promissory note (1,741) Carrying value of royalty interests — Gain on disposal of uranium assets $ 729 |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2020 | |
NOTES RECEIVABLE | |
NOTES RECEIVABLE | 4 . NOTES RECEIVABLE Laramide Note Receivable As part of the consideration for the sale of Hydro Resources, Inc. (HRI) in January 2017, the Company received a promissory note in the amount of $5.0 million, secured by a mortgage over the Churchrock and Crownpoint properties owned by Laramide Resources Ltd. (“Laramide”). The note has a three-year term and carries an initial interest rate of 5%. The Company received the first two installment payments of $1.5 million each in January 2018 and January 2019. The final principal payment of $2.0 million is due and payable on January 5, 2020. Interest is payable on a quarterly basis during the final year. Laramide had the right to satisfy up to half of the principal payments by delivering shares of its common stock to the Company, which shares were valued by reference to the volume weighted average price (“VWAP”) for Laramide’s common stock for the 20 trading days before their respective anniversaries of the initial issuance date in January. The fair value of this note receivable was determined using the present value of the future cash receipts discounted at a market rate of 9.5%. On August 30, 2019, the Company sold the promissory note (Note 3). Prior to August 30, 2019, the Company had received three tranches of Laramide common shares as partial consideration for the sale, which has resulted in the receipt of 2,218,133, 1,982,483 and 2,483,034 Laramide common shares in January 2017, January 2018 and January 2019, respectively. These share payments represented the initial consideration from the January 2017 sale of HRI and two note installments in January 2018 and January 2019. The first note installment in the amount of $1.5 million in January 2018, consisted of $750,000 in cash and the issuance of 1,982,483 of Laramide’s common shares. The second note installment in the amount of $1.5 million in January 2019, consisted of $750,000 in cash and the issuance of 2,483,034 of Laramide’s common shares. Additionally, Laramide made interest payments in the amount of $96,022 in cash during the year ending December 31, 2019. On March 25, 2019, the Company sold the third tranche of 2,483,034 Laramide common shares and 2,218,133 Laramide warrants resulting in net proceeds of $0.5 million and a net loss on sale of marketable securities of $0.7 million. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT. | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Net Book Value of Property, Plant and Equipment at December 31, 2020 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ - $ 8,972 Other property, plant and equipment - 13 13 Total Property, Plant and Equipment $ 8,972 $ 13 $ 8,985 Net Book Value of Property, Plant and Equipment at December 31, 2019 (thousands of dollars) Texas Alabama New Mexico Corporate Total Uranium plant $ 3,112 $ - $ - $ - $ 3,112 Mineral rights and properties - 8,972 7,806 - 16,778 Other property, plant and equipment 424 - - 23 447 Total Property, Plant and Equipment $ 3,536 $ 8,972 $ 7,806 $ 23 $ 20,337 (Less) property, plant and equipment included in assets held for sale (3,536) (7,806) (11,342) Net Property, Plant and Equipment $ - $ 8,972 $ 0 $ 23 $ 8,995 Graphite Properties (Note: Acreage amounts are unaudited.) Coosa Project The Coosa graphite project is situated in east-central Alabama, near the western end of Coosa County. The project is located near the southwestern-most extent of the Alabama graphite belt. The Coosa project is comprised of a lease and option of privately-owned mineral rights from a single land owner covering an overall area of approximately 45,000 acres (approximately 70.31 square miles). The various property parcels that comprise the lease are contiguous with each other, except for a few small and isolated parcels which are situated in the far south part of the project area. The lease has a series of five-year terms (commencing August 1, 2012) that are not to exceed 70 years in total. Under the terms of the lease the Company is required to make annual payments of $10,000 for the original lease and $16,179.10 for the optioned lands (the option has been exercised) in order to maintain the Company’s property rights. The Company is obligated to pay the owner of the mineral estate a net smelter returns royalty of 2.00% for any production and sale of graphite, vanadium and other minerals derived from the leased lands. There is a further obligation to pay a 0.50% net smelter return royalty, not to exceed $150,000, and make payments of $100,000 at the time of completion of a “bankable feasibility study” and an additional $150,000 upon completion of “full permitting” of the leased property. These payments are payable to an unaffiliated third-party. The Company does not hold any surface rights in the project area. Impairment of Property, Plant and Equipment The Company recorded the following impairment charges for 2020 and 2019 related to its uranium projects and processing facilities: For the years ended December 31, 2020 2019 (thousands of dollars) Kingsville Dome project $ 101 $ 143 Rosita project 1,161 — Cebolleta/Juan Tafoya project 3,938 — Total Impairment $ 5,200 $ 143 Estimates and assumptions used to assess recoverability of the Company’s long-lived assets and measure fair value of its mineral properties are subject to risk uncertainty. Changes in these estimates and assumptions could result in the impairment of the Company’s long-lived assets. Events that could result in the impairment of the Company’s long-lived assets include, but are not limited to, decreases in the future mineral prices, decreases in the estimated recoverable minerals and any event that might otherwise have a material adverse effect on its costs. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of uranium properties upon acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of minerals that will be obtained after taking into account losses during processing and treatment. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company reviews and evaluates its long-lived assets for impairment on an annual basis or more frequently when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. On September 1, 2020, the Company signed a binding LOI to sell its U.S. uranium assets to enCore Energy Corp. At September 30, 2020 an interim impairment review was performed in anticipation of the sale of Westwater’s uranium business to enCore. As a result, $5.2 million in impairment expense related to the Company’s long-lived uranium assets in south Texas and New Mexico was recognized in the third quarter of 2020. Mineral Property Expenses During the years ending December 31, 2020 and 2019, the Company’s total mineral property expense was $2.6 and $2.7 million, respectively. Included within mineral property costs are standby, land maintenance and holding, exploration and evaluation costs for all properties. The Company spent the following amounts for each of its material properties: For the year ended December 31, 2020 2019 (thousands of dollars) Kingsville Dome project, Texas $ 907 $ 716 Rosita project, Texas 464 530 Vasquez project, Texas 600 495 Other projects 20 (4) Total Texas projects 1,991 1,737 Cebolleta project, New Mexico 390 440 Juan Tafoya project, New Mexico 224 223 West Largo — 13 Total New Mexico projects 614 676 Columbus Basin project, Nevada — 126 Total Nevada projects — 126 Sal Rica project, Utah 1 111 Total Utah projects 1 111 Coosa project, Alabama 34 86 Total Alabama projects 34 86 Total mineral property expenses for the period $ 2,640 $ 2,736 (Less) Mineral Property expenses from discontinued operations (2,606) (2,416) Mineral property expenses for continued operations $ 34 $ 320 |
ASSET RETIREMENT OBLIGATION
ASSET RETIREMENT OBLIGATION | 12 Months Ended |
Dec. 31, 2020 | |
ASSET RETIREMENT OBLIGATION | |
ASSET RETIREMENT OBLIGATION | 6. ASSET RETIREMENT OBLIGATION The following table summarizes the changes in the reserve for future restoration and reclamation costs on the balance sheet: December 31, December 31, (thousands of dollars) 2020 2019 Balance, beginning of period $ 6,300 $ 6,203 Liabilities settled (1,262) (293) Accretion expense 201 390 Balance, end of period 5,239 6,300 Less: Obligation transferred to enCore (5,239) Less: ARO included in current liabilities held for sale — (894) ARO included in liabilities held for sale, non-current $ — $ 5,406 ARO is primarily comprised of estimated reclamation costs related to ISR projects in South Texas. On December 31, 2020, the Company closed the sale of its US uranium assets to enCore Energy. With the sale, enCore assumed all liabilities for the purchased subsidiaries, including the $6 million in asset retirement obligations for the south Texas uranium projects. At December 31, 2020, there is no ARO recorded for the Coosa Graphite Deposit as there has been only minimal environmental disturbance due to exploration which has since been reclaimed. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
ACCRUED LIABILITIES. | |
ACCRUED LIABILITIES | 7. ACCRUED LIABILITIES Accrued liabilities on the balance sheet consisted of: December 31, 2020 2019 (thousands of dollars) Royalties payable (1) 1,151 1,166 Other Accrued Liabilities 1,218 1,104 Accrued Liabilities $ 2,369 $ 2,270 (1) Royalties payable were derived during prior years of production. Liabilities do not accrue interest or have a stated maturity date. |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDER'S EQUITY | |
STOCKHOLDER'S EQUITY | 8 . STOCKHOLDER’S EQUITY Common Stock Issued, Net of Issuance Costs December 2020 Purchase Agreement with Lincoln Park Capital, LLC (“Lincoln Park”) On December 4, 2020, the Company entered into a Purchase Agreement with Lincoln Park (“the “December 2020 PA”) to place up to $100.0 million in the aggregate of the Company's common stock on an ongoing basis when required by the Company over a term of 36 months. The Company controls the timing and amount of any sales to Lincoln Park, and Lincoln Park is obligated to make purchases in accordance with the December 2020 PA. Any common stock that is sold to Lincoln Park will occur at a purchase price that is based on an agreed upon fixed discount to the Company's prevailing market prices at the time of each sale and with no upper limits to the price Lincoln Park may pay to purchase common stock. The agreement may be terminated by the Company at any time, in its sole discretion, without any additional cost or penalty. The December 2020 PA specifically provides that the Company may not issue or sell any shares of its common stock under the agreement if such issuance or sale would breach any applicable rules of The Nasdaq Capital Market. In particular, Nasdaq Listing Rule 5635(d) provides that the Company may not issue or sell more than 19.99% of the shares of the Company’s common stock outstanding immediately prior to the execution of the December 2020 PA without shareholder approval. Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the December 2020 PA if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock. The Company did not sell any of its common stock to Lincoln Park under the December 2020 PA during 2020. From January 1, 2021 to February 11, 2021, the Company sold 0.9 million shares of common stock for gross proceeds of $6.6 million. May 2020 Purchase Agreement with Lincoln Park On May 21, 2020, the Company entered into a Purchase Agreement with Lincoln Park, as amended on May 29, 2020 (the “May 2020 PA”), to place up to $12.0 million in the aggregate of the Company’s common stock on an ongoing basis when required by the Company over a term of 24 months, which agreement was authorized by the Company’s shareholders at its 2020 annual meeting. As an initial purchase on May 21, 2020, Lincoln Park bought $250,000 worth of the Company’s common stock at a price of $1.2989 per share. The Company issued 156,250 shares of common stock to Lincoln Park as consideration for its commitment to purchase shares of common stock under the May 2020 PA. On May 21, 2020, the Company entered into a registration rights agreement with Lincoln Park pursuant to which the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission, which was declared effective on June 26, 2020 relating to the resale of an initial tranche of 1.97 million shares subject to the May 2020 PA. As of September 30, 2020, the Company had sold 1.8 shares of common stock for gross proceeds of $3.8 million, of which 1.6 million shares of common stock and gross proceeds of $3.5 million was sold in the three months ended September 30, 2020. The Company filed a second registration statement on Form S-1 relating to the resale of 3.2 million shares which was declared effective on October 2, 2020, and sold 1.1 million shares for gross proceeds of $8.2 million in October 2020. With the October 2020 sales, the $12.0 million sales capacity of the 2020 Purchase Agreement was reached and the agreement terminated. 2019 Purchase Agreement (“2019 Purchase Agreement”) with Lincoln Park On June 6, 2019, the Company entered into the 2019 Purchase Agreement with Lincoln Park to place up to $10.0 million in the aggregate of the Company’s common stock on an ongoing basis when required by the Company over a term of 24 months. On August 6, 2019 the Company’s shareholders approved the sale of up to 3.2 million shares of common stock under the 2019 Purchase Agreement. Following effectiveness of a registration statement on Form S-1 relating to the resale of the shares subject to the 2019 Purchase Agreement on June 18, 2019, the Company began selling shares of its common stock to Lincoln Park under the terms of the 2019 Purchase Agreement. On September 11, 2019, October 28, 2019 and February 28, 2020 the Company filed subsequent registration statements on Form S-1, which were declared effective on September 20, 2019, November 7, 2019 and March 6, 2020, respectively, registering for resale additional shares under the 2019 Purchase Agreement. During 2019, the Company sold 1.7 million shares of common stock for gross proceeds of $5.8 million. During 2020, the Company sold 1.5 million shares for gross proceeds of $1.9 million. The 2019 Purchase Agreement was terminated in May 2020 with historical sales of 3.2 million shares of common stock for gross proceeds of $7.7 million. Securities Purchase Agreement with Lincoln Park On May 24, 2019, Westwater entered into a Securities Purchase Agreement, as amended by Amendment No. 1 thereto dated as of May 30, 2019, with Lincoln Park, pursuant to which the Company agreed to issue and sell to Lincoln Park, and Lincoln Park agreed to purchase from the Company (i) 104,294 shares of the Company's common stock and (ii) warrants to initially purchase an aggregate of up to 182,515 shares of common stock, at an exercise price of $5.062 per share. On May 30, 2019, the Company issued and sold the common shares and the warrants to Lincoln Park and received aggregate gross proceeds before expenses of $550,751. The warrants became exercisable on November 30, 2019 and were exercised on October 6, 2020. Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. (“Cantor”) On April 14, 2017, the Company entered into a Controlled Equity Offering Sales Agreement (the “ATM Offering Agreement”) with Cantor acting as sales agent. Under the ATM Offering Agreement, the Company may from time to time sell shares of its common stock in “at-the-market” offerings. The Company pays Cantor a commission of up to 2.5% of the gross proceeds from the sale of any shares pursuant to the ATM Offering Agreement. During 2019, the Company sold 0.1 million shares of common stock for net proceeds of $0.4 million under the ATM Offering Agreement. During 2020, the Company sold 11.0 million shares of common stock for net proceeds of $49.9 million and from January 1, 2021 to February 5, 2021, the Company sold 9.3 million shares of common stock for net proceeds of $47.3 million under the ATM Offering Agreement. As of February 5, 2021, the Company has no shares of common stock registered for sale under the ATM Offering Agreement. Warrants The following table summarizes warrants outstanding and changes during the years ended December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Number of Number of Warrants Warrants Warrants outstanding at beginning of period 197,622 15,107 Issued — 182,515 Expired (15,107) — Exercised (182,515) — Warrants outstanding at end of period — 197,622 On October 6, 2020, a warrant holder of 182,515 warrants provided notice of exercise. The warrant holder elected the cashless exercise method to convert the warrants to shares of common stock. Based on the cashless exercise formula, the Company issued the warrant holder 118,799 shares of common stock. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
STOCK BASED COMPENSATION | |
STOCK BASED COMPENSATION | 9. STOCK BASED COMPENSATION Stock-based compensation awards consist of stock options, restricted stock units and bonus shares issued under the Company’s equity incentive plans which include: the 2013 Omnibus Incentive Plan (the “2013 Plan”) and the Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan (the “2004 Directors’ Plan”). Upon approval of the 2013 Plan by the Company’s stockholders on June 4, 2013, the Company’s authority to grant new awards under all plans other than the 2013 Plan was terminated. On July 18, 2017, April 18, 2019 and April 28, 2020, the Company’s stockholders approved amendments to the 2013 Plan to increase the authorized number of shares of common stock available and reserved for issuance under the 2013 Plan by 20,000 shares, 66,000 shares and 350,000 shares respectively and in 2017 re-approve the material terms of the performance goals under the plan. Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to eligible persons. The maximum number of the Company’s common stock that may be reserved for issuance under the 2013 Plan is currently 416,278 shares of common stock, plus unissued shares under the prior plans. Equity awards under the 2013 Plan are granted from time to time at the discretion of the Compensation Committee of the Board (the “Committee”), with vesting periods and other terms as determined by the Committee with a maximum term of 10 years. The 2013 Plan is administered by the Committee, which can delegate the administration to the Board, other Committees or to such other officers and employees of the Company as designated by the Committee and permitted by the 2013 Plan. As of December 31, 2020, 58,585 shares were available for future issuances under the 2013 Plan. For the years ending December 31, 2020 and 2019, the Company recorded stock-based compensation expense of $0.4 million and $0.1 million, respectively. Stock compensation expense is recorded in general and administrative expenses. In addition to the plans above, upon closing of the Company’s acquisition of Alabama Graphite in April 2018, the Company issued 50,168 replacement options and warrants to the option and warrant holders of Alabama Graphite. The number of replacement options and warrants shares was determined using the arrangement exchange rate of 0.0016. The exercise prices for the option and warrant shares were first converted for the exchange rate of 0.0016 and then converted to USD using the exchange rate on December 13, 2017 of 0.77809 (CAD to USD). The options and warrant shares were issued with the same terms and conditions as were applicable prior to the acquisition of Alabama Graphite. As of December 31, 2020, there were 2,000 replacement options and no replacement warrants outstanding. Stock Options Stock options are valued using the Black-Scholes option pricing model on the date of grant. The Company estimates forfeitures based on historical trends. The following table summarizes stock options outstanding and changes during the years ended December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Weighted Weighted Number of Average Number of Average Stock Exercise Stock Exercise Options Price Options Price Stock options outstanding at beginning of period 37,786 $ 37.42 19,170 $ 80.00 Granted 149,801 1.67 20,942 19.25 Expired (2,533) 93.80 (1,777) 78.00 Canceled or forfeited — — (549) 19.25 Stock options outstanding at end of period 185,054 $ 7.70 37,786 $ 37.42 Stock options exercisable at end of period 35,253 $ 33.37 37,786 $ 37.42 The following table summarizes stock options outstanding and exercisable by stock option plan at December 31, 2020: Outstanding Stock Options Exercisable Stock Options Number of Weighted Number of Weighted Outstanding Average Stock Options Average Stock Option Plan Stock Options Exercise Price Exercisable Exercise Price 2004 Plan 92 $ 1,638.00 92 $ 1,638.00 2004 Directors’ Plan 3 10,380.00 3 10,380.00 2013 Plan 158,962 6.57 33,158 25.47 2020 Inducement Grant 23,997 2.08 — — Replacement Options-Alabama Graphite 2,000 75.08 2,000 — 185,054 $ 7.70 35,253 $ 33.37 Restricted Stock Units Time-based and performance-based RSUs are valued using the closing share price of the Company’s common stock on the date of grant. The final number of shares issued under performance-based RSUs is generally based on the Company’s prior year performance as determined by the Committee at each vesting date, and the valuation of such awards assumes full satisfaction of all performance criteria. The following table summarizes RSU activity for the years ending December 31, 2020 and 2019: December 31, December 31, 2020 2019 Weighted- Weighted- Average Average Number of Grant Date Number of Grant Date RSUs Fair Value RSUs Fair Value Unvested RSUs at beginning of period $ 2,260 $ 70.00 Granted 236,403 2.10 — — Forfeited — — (1,749) 70.00 Vested 70.00 — — Unvested RSUs at end of period 236,403 $ 2.10 511 $ |
FEDERAL INCOME TAXES
FEDERAL INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
FEDERAL INCOME TAXES. | |
FEDERAL INCOME TAXES | 10. FEDERAL INCOME TAXES 'The Company recognizes future tax assets and liabilities for each tax jurisdiction based on the difference between the financial reporting and tax bases of assets and liabilities using the enacted tax rates expected to be in effect when the taxes are paid or recovered. A valuation allowance is provided against net future tax assets for which the Company does not consider the realization of such assets to meet the required “more likely than not” standard. The Company’s future tax assets and liabilities at December 31, 2020 and 2019 include the following components: December 31, 2020 2019 (thousands of dollars) Deferred tax assets: Non‑Current: Net operating loss carryforwards $ 16,009 $ 13,795 Mineral properties 3,177 11,682 Accrued vacation 18 22 Capital loss carryforwards 22,176 393 Restoration reserves — 1,565 Capitalized transaction costs 1,138 1,162 Other 3,686 4,243 Deferred tax assets 46,204 32,862 Valuation allowance (46,204) (32,862) Net deferred tax assets — — Deferred tax liabilities — — Net deferred tax asset (liability) $ — $ — The composition of the valuation allowance by tax jurisdiction is summarized as follows: December 31, 2020 2019 (thousands of dollars) United States $ 34,190 $ 20,783 Australia 5,380 5,203 Turkey 6,634 6,876 Total valuation allowance $ 46,204 $ 32,862 The valuation allowance increased $13.3 million from the year ended December 31, 2019 to the year ended December 31, 2020. There was an increase in the net deferred tax assets, net operating loss carryforwards (“NOLs”), equity-based compensation and exploration spending on mineral properties. Additionally, the merger with Alabama Graphite Corporation increased the net deferred tax assets. The decrease in net deferred tax assets resulted primarily from expiring US net operating loss carryforwards and US section 382 limitations. In December 2017, the United States enacted comprehensive tax reform legislation known as the “Tax Cuts and Jobs Act’ that, among other things, reduces the U.S. Federal corporate income tax rate from 35% to 21% and implements a territorial tax system, but imposes an alternative ‘base erosion and anti-abuse tax’ (‘BEAT’), and incremental tax on global intangible low tax foreign income (‘GILTI’) effective January 1, 2018. The Company has selected an accounting policy with respect to both the new BEAT and GILTI rules to compute the related taxes in the period the Company become subject to these rules. There were no inclusions of either taxes during the year ended December 31, 2020. Because the Company does not believe it is more likely than not that the net deferred tax assets will be realized, the Company continues to record a 100% valuation against the net deferred tax assets. At December 31, 2020, the Company had U.S. net operating loss carryforwards of approximately $119 million which expire from 2021 to indefinite availability. As a result of the Tax Cuts and Jobs Act of 2017, U.S. net operating losses generated in years ending after 2017 have an indefinite carryforward rather than the previous 20‑year carryforward. This does not impact losses incurred in years ended in 2017 or earlier. The U.S. net operating loss carryforward included approximately $1.6 million associated with the Alabama Graphite merger. At December 31, 2020, the Company had U.S. capital loss carryforwards of approximately $104.4 million, which expire from 2022 to 2025. In addition, at December 31, 2019, the Company had Australian net operating loss carryforwards of $17.1 million, including approximately $13.3 million associated with the Anatolia Transaction which are available indefinitely, subject to continuing to meet relevant statutory tests. In Turkey, the Company had net operating loss carryforwards of approximately $3.8 million, which expire from 2021 to 202 4. Section 382 of the Internal Revenue Code could apply and limit the Company’s ability to utilize a portion of the U.S. net operating loss carryforwards. Following the issuance of the Company’s Common Stock in 2001, the Neutron merger in 2012, the Anatolia Transaction in 2015 and the Alabama Graphite acquisition in 2018, the ability to utilize the net operating loss carryforwards will be severely limited on an annual and aggregate basis. A formal Section 382 study would be required to determine the actual allowable usage of US net operating loss carryforwards. However, based on information currently available, the Company currently estimates that $80 million of the US net operating losses will not be able to be utilized and have reduced the Company’s deferred tax asset accordingly. This resulted in a decrease in the valuation allowance. For financial reporting purposes, loss from operations before income taxes consists of the following components: For the calendar year ended December 31, 2020 2019 (thousands of dollars) United States $ (13,882) $ (5,869) Australia 8 (6) Turkey (39) (129) $ (13,913) $ (6,004) A reconciliation of expected income tax on net income at statutory rates is as follows: Year ended December 31, 2020 2019 (thousands of dollars) Net loss $ (13,913) $ (6,004) Statutory tax rate 21 % 21 % Tax recovery at statutory rate (2,922) (1,261) State tax rate 938 (238) Foreign tax rate 1 (5) Change in US tax rates 309 (1,855) Other adjustments (9) (101) Capital loss carryforward adjustment (21) 388 Operating loss carryforward adjustment (218) (964) Operating loss Section 382 adjustment 978 — Anatolia Energy Ltd Share issue Cost adjustment 270 — Alabama Graphite Corporation conversion to US entity — 1,999 Derivative tax adjustment — (590) Nondeductible write‑offs 7 (55) Sale of Uranium Entities (10,553) Change in valuation allowance 11,220 2,682 Income tax expense (recovery) $ — $ — The Company does not have any uncertain tax positions. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of the interest expense and operating expense, respectively. Westwater Resources, Inc., and its wholly owned subsidiaries, files in the U.S. federal jurisdiction and various state jurisdictions. Anatolia Energy Limited and Anatolia Uranium Pty Ltd file in the Australian jurisdiction and Adur Madencilik files in the Turkish jurisdiction. Alabama Graphite Corporation files in U.S. federal and state jurisdictions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Legal Settlements At any given time, the Company may enter into negotiations to settle outstanding legal proceedings and any resulting accruals will be estimated based on the relevant facts and circumstances applicable at that time. The Company does not expect that such settlements will, individually or in the aggregate, have a material effect on its financial position, results of operations or cash flows. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
LEASES | 12. LEASES Lease Adoption January 1, 2019 In February 2016, the FASB issued ASU No. 2016‑02, “Leases (Topic 842)” . This new standard requires lessees to recognize leases on their balance sheets. It also requires a dual approach for lessee accounting under which a lessee accounts for leases as finance leases or operating leases with the recognition of a right-of-use asset and a corresponding lease liability. For operating leases, the lessee recognizes straight-line lease expense. The new lease accounting standard along with the clarifying amendments subsequently issued by the FASB, collectively became effective for the Company on January 1, 2019. The Company adopted the new lease accounting standard by applying the new lease guidance at the adoption date on January 1, 2019, and as allowed under the transition relief provided in ASU 2018‑11, elected not to restate comparative periods. As of January 1, 2019, in connection with the adoption of the new lease accounting standard, the Company recorded a right-of-use lease asset totaling $595,870 with a corresponding lease liability totaling $599,596. The right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term using a discount rate of 9.5%. This rate is the Company’s current estimated incremental borrowing rate. The Company has operating leases for corporate offices, storage space and equipment. The leases have remaining lease terms of 1 to 5 years, one of which includes an option to extend the corporate office lease for 3 years. Under our corporate office lease, we are required to reimburse the lessor each month for common use expenses such as maintenance and security services. Because these amounts are variable from year to year and not specifically set in the lease terms, they are not included in the measurement of the right-of-use asset and related lease liability, but rather expensed in the period incurred. The Company is party to several leases that are under one year in length. These include such leases as those for land used in exploration and mining activities, office equipment, machinery, office space, storage and other. The Company has elected the short-term lease exemptions allowed under the new leasing standards, whereby leases with initial terms of one year or less are not capitalized and instead expensed on a straight-line basis over the lease term. The components of lease expense were as follows: Year ended December 31, (thousands of dollars) 2020 Operating Lease Cost Continuing Operations $ 155 Discontinued Operations 6 $ 161 Supplemental cash flow information related to leases was as follows: Year ended (thousands of dollars) December 31, 2020 Cash flows from operating leases $ 153 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 353 Supplemental balance sheet information related to leases was as follows: (thousands of dollars, except lease term and discount rate) December 31, 2020 Operating Leases Operating lease right-of-use assets $ 353 Current portion of lease liabilities $ 149 Operating lease liabilities – long term portion 214 Total operating lease liabilities $ 363 December 31, 2020 Weighted Average Remaining Lease Term (in years) 3.0 Discount Rate 9.5 % Maturities of lease liabilities are as follows: Lease payments by year (in thousands) December 31, 2020 2021 $ 156 2022 158 2023 92 Total lease payments 406 (Less) imputed interest (43) Total $ 363 As of December 31, 2020, the company has $0.4 million in right-of-use assets and $0.4 million in related lease liabilities ($0.1 million of which is current). The most significant operating lease is for its corporate office in Centennial, Colorado, with $0.4 million remaining in undiscounted cash payments through the end of the lease term in 2023. The total undiscounted cash payments remaining on operating leases through the end of their respective terms is $0.4 million. |
GEOGRAPHIC AND SEGMENT INFORMAT
GEOGRAPHIC AND SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
GEOGRAPHIC AND SEGMENT INFORMATION | |
GEOGRAPHIC AND SEGMENT INFORMATION | 13. GEOGRAPHIC AND SEGMENT INFORMATION In addition to its corporate operations, the Company currently operates a graphite battery-materials reportable segment. During 2020, the Company made the strategic decision to sell its uranium business and discontinue its lithium business, both of which conducted exploration, standby operations and restoration and reclamation activities. As a result, the Company re-classed all uranium and lithium business activities as discontinued operations. The reportable segments are those operations whose operating results are reviewed by the Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance provided those operations pass certain quantitative thresholds. Operations whose revenues, earnings or losses or assets exceed or are expected to exceed 10% of the total consolidated revenue, earnings or losses or assets are reportable segments. Information about current assets and liabilities of the segments has not been provided because the information is not used to assess performance. The tables below provide a breakdown of the long-term assets by reportable segments as of December 31, 2020 and 2019: December 31, 2020 (thousands of dollars) Corporate Graphite Total Net property, plant and equipment $ 13 $ 8,972 $ 8,985 Restricted cash — 10 10 Operating Lease Right of Use Assets 353 — 353 Total long-term assets $ 366 $ 8,982 $ 9,348 December 31, 2019 (thousands of dollars) Corporate Graphite Total Net property, plant and equipment $ 23 $ 8,972 $ 8,995 Restricted cash — 10 10 Operating Lease Right of Use Assets 470 — 470 Total long-term assets $ 493 $ 8,982 $ 9,475 The tables below provide a breakdown of the reportable segments for the years ended December 31, 2020 and 2019. Non-mining activities and other administrative operations are reported in the Corporate column. Year Ended December 31, 2020 (thousands of dollars) Corporate Graphite Total Statement of Operations Mineral property expenses $ — $ 34 $ 34 Product development expenses — 4,049 4,049 General and administrative 5,204 474 5,678 Arbitration expenses 1,458 — 1,458 Depreciation and amortization 17 — 17 Total 6,679 4,557 11,236 Loss from continuing operations (6,679) (4,557) (11,236) Other expense (2,676) — (2,676) Loss before taxes $ (9,355) $ (4,557) $ (13,912) Year Ended December 31, 2019 (thousands of dollars) Corporate Graphite Total Statement of Operations Mineral property expenses $ — $ 320 $ 320 Product development expenses — 116 116 General and administrative 4,131 343 4,474 Arbitration expenses 1,378 — 1,378 Depreciation and amortization 6 — 6 Total 5,515 779 6,294 Loss from continuing operations (5,515) (779) (6,294) Other (expense) 290 — 290 Loss before taxes $ (5,225) $ (779) $ (6,004) |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | 14. DISCONTINUED OPERATIONS In the third quarter of 2020, the Company made the strategic decision to focus its resources on its graphite business, as further discussed below, and discontinue its investment in its lithium business. On December 31, 2020 the Company entered into a securities purchase agreement pursuant to which it agreed to sell its subsidiaries engaged in the uranium business in Texas and New Mexico to enCore Energy. The transaction closed on December 31, 2020. The Company’s lithium business included mineral leases and water rights in Nevada and Utah. The Company elected not to renew the annual lease rentals on the mineral properties, which also voids the water rights. In accordance with ASC 205-20 – “Discontinued Operations,” the enCore transaction represents a major strategic shift for Westwater and indicates the need to re-classify the Company’s uranium activities as discontinued operations and disclose the associated profit/loss of the Company’s uranium business as a separate line-item on the Company’s statement of operations for all periods presented. Accordingly, the Company’s uranium segment has been classified as a discontinued operation and is reported separate from continuing operations on the Consolidated Statement of Operations for all periods presented. The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. As a result, the assets and liabilities in the disposal group are classified as held for sale for all periods presented on the Condensed Consolidated Balance Sheet. The carrying amounts of the major classes of assets and liabilities related to the Company’s discontinued uranium and lithium operations and classified as held for sale as of December 31, 2020 and 2019 were as follows: December 31, December 31, (thousands of dollars) 2020 2019 Net property, plant and equipment $ — $ 11,342 Operating lease right-of-use assets — 14 Restricted cash — 3,787 Assets Held for Sale, non-current — 15,143 Total Assets Held for Sale $ — $ 15,143 Asset retirement obligations - current $ — $ 894 Operating lease liability - current — 6 Current Liabilities Held for Sale — 900 Asset retirement obligations, net of current — 5,406 Operating lease liability, net of current — 8 Liabilities Held for Sale, non-current — 5,414 Total Liabilities Held for Sale $ — $ 6,314 The results of the Company’s uranium and lithium business segments included in discontinued operations for the years ended December 31, 2020 and 2019 were as follows: For the Year Ended December 31, (thousands of dollars) 2020 2019 Mineral property expenses $ (2,606) $ (2,416) Product development expenses — — General and administrative expenses (1,665) (1,612) Arbitration costs — — Accretion of asset retirement obligations (201) (390) Depreciation and amortization (38) (67) Impairment of uranium properties (5,200) (143) Loss on sale of marketable securities Interest income 10 65 Gain on sale of fixed assets 21 2 Other income (expense) 17 — Net Loss from Discontinued Operations $ (9,662) $ (4,561) LOSS PER SHARE FROM DISCONTINUED OPERATIONS $ (1.10) $ (2.33) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 8,799,190 1,961,086 Our cash flow information for 2020 and 2019 included the following activities related to discontinued operations: For the Year Ended December 31, (thousands of dollars) 2020 2019 Depreciation and amortization $ 38 $ 67 Capital Expenditures 81 - Accretion of asset retirement obligations 201 390 Impairment of uranium properties 5,200 143 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENT. | |
SUBSEQUENT EVENT | 15. SUBSEQUENT EVENT During the month of January 2021, the Company sold 9.3 million shares of common stock for net proceeds of $47.3 million pursuant to the ATM Offering Agreement with Cantor Fitzgerald & Co. These shares were sold pursuant to a prospectus supplement filed on December 4, 2020 pursuant to Rule 424(b)(5) as a takedown off the Company’s shelf registration statement which had been declared effective by the Securities and Exchange Commission on December 1, 2020. Also, during the month of February 2021, the Company sold 0.9 million shares of common stock for net proceeds of $6.6 million pursuant to the December 2020 PA with Lincoln Park. These shares were sold pursuant to a Form S-3 registration statement filed pursuant to Rule 424(b)(3) and declared effective by the Securities and Exchange Commission on December 4, 2020. The receipt of combined net proceeds in the amount of $53.9 million from these financing facilities has resulted in a cash balance of approximately $101 million at February 11, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”) and include the accounts of WWR and its wholly‑owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. (“US GAAP”) requires management to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to asset retirement obligations; stock-based compensation and asset impairment, including estimates used to derive future cash flows or market value associated with those assets. |
Cash and Cash Equivalents. | Cash and Cash Equivalents Management considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash deposits in excess of federally insured limits. Management monitors the soundness of the financial institution and believe the risk is negligible. |
Available-for-Sale Securities | Available-for-Sale Securities Management determines the appropriate classification of the Company’s investments at the time of purchase and re-evaluates such determinations each reporting date. Marketable equity securities are categorized as available-for-sale and carried at fair market value on the Balance Sheet. Unrealized gains and losses are included as a component of accumulated other comprehensive loss, unless an other-than-temporary impairment in value has occurred in which case the unrealized loss would be charged to current period loss as an impairment charge. Unrealized gains and losses originally included in accumulated other comprehensive income are reclassified to current period net loss when the sale of securities occurs or when a security is impaired. |
Property, Plant and Equipment | Property, Plant and Equipment Facilities and Equipment Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are amortized using the units of production method. During the periods that the Company’s facilities are not in production, depreciation of its facilities and equipment is suspended as the assets are not in service. Mineral Properties Mineral rights acquisition costs are capitalized when incurred, and exploration costs are expensed as incurred. When management determines that a mineral right can be economically developed in accordance with U.S. GAAP, the costs then incurred to develop such property will be capitalized. During the periods that the Company’s facilities are not in production, depletion of its mineral interests, permits, licenses and development properties is suspended as the assets are not in service. If mineral properties are subsequently abandoned or impaired, any non-depleted costs will be charged to loss in that period. Other Property, Plant and Equipment Other property, plant and equipment consisted of corporate office equipment, furniture and fixtures and transportation equipment. Depreciation on other property is computed based upon the estimated useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed. |
Asset Impairment | Asset Impairment The Company reviews and evaluates its long‑lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows or upon an estimate of fair value that may be received in an exchange transaction. Future cash flows are estimated based on quantities of recoverable minerals, expected commodity prices, production levels and operating costs of production and capital, based upon the projected remaining future mineral production from each project. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of mineral that will be obtained after taking into account losses during processing and treatment. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is likely that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, mineral prices, production levels and operating costs of production and availability and cost of capital are each subject to significant risks and uncertainties. |
Assets held for sale | Assets held for sale The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the assets at the lower of its carrying value or its estimated fair value, less costs to sell. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. As of December 31, (thousands of dollars) 2020 2019 Cash and cash equivalents $ 50,315 $ 1,870 Restricted cash included in assets held for sale 3,787 Restricted cash not included in assets held for sale 10 10 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 50,325 $ 5,667 Funds deposited by the Company for collateralization of performance obligations are not available for the payment of general corporate obligations and are not included in cash equivalents. Restricted cash consists of cash held in escrow by escrow agents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash equivalents and restricted cash and short-term investments. U.S. GAAP defines “fair value” as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Periodically throughout the year, the Company has maintained balances in various U.S. operating accounts in excess of U.S. federally insured limits. The following table presents information about financial instruments recognized at fair value on a recurring basis as of December 31, 2020 and 2019, and indicates the fair value hierarchy: December 31, 2020 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Available-for-sale securities, current $ — $ — $ 1,520 $ 1,520 Total current assets recorded at fair value $ — $ — $ 1,520 $ 1,520 Non-current Assets Restricted cash not included in assets held for sale $ 10 $ — $ — $ 10 Total non-current assets recorded at fair value $ 10 $ — $ — $ 10 December 31, 2019 (thousands of dollars) Level 1 Level 2 Level 3 Total Non-current Assets Restricted cash included in assets held for sale $ 3,787 $ — $ — $ 3,787 Restricted cash not included in assets held for sale 10 — — Total non-current assets recorded at fair value $ 3,797 $ — $ — $ 3,797 The Company determined the fair value of the available-for-sale securities (enCore shares) at December 31, 2020 using the Black-Scholes valuation methodology. As discussed in Note 3, this resulted in a discount for lack of marketability of $375,000 due to the 4-month holding period before shares could be sold. Key inputs included a risk-free rate of 0.09% based on 3-month US Treasury Bond yields and a volatility factor of 89.1. |
Loss Per Share | Loss Per Share Basic loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted loss per share is not presented as the effect on the basic loss per share would be anti-dilutive. At December 31, 2020 and 2019, the Company had 421,457 and 235,407 respectively, in potentially dilutive securities. |
Foreign Currency | Foreign Currency The functional currency for all foreign subsidiaries of the Company was determined to be the U.S. dollar since its recently acquired foreign subsidiaries are direct and integral components of WWR and are dependent upon the economic environment of WWR’s functional currency. Accordingly, the Company has translated its monetary assets and liabilities at the period-end exchange rate and the non-monetary assets and liabilities at historical rates, with income and expenses translated at the average exchange rate for the current period. All translation gains and losses have been included in the current period loss. |
Notes Receivable | Notes Receivable These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Assets with lives beyond one year are carried at amortized cost using the effective interest method less any provision for impairment. Assets with lives under a year are undiscounted and carried at full cost. Management monitors these assets for credit quality and recoverability on a quarterly basis, including the value of any collateral. If the value of the collateral, less selling or recovery costs, exceeds the recorded investment in the asset, no impairment costs would be recorded. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (ASC 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. This update modifies the disclosure requirements for fair value measurements by removing, modifying or adding disclosures. The Company adopted this pronouncement effective January 1, 2020. The adoption of ASU 2018-13 has not had a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740)” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. In June 2016, the FASB issued ASU 2016‑13, “Measurement of Credit Losses on Financial Instruments”. ASU 2016‑13 will change how companies account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities, companies will be required to estimate lifetime expected credit losses and recognize an allowance against the related instruments. For available for sale debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. The adoption of this update, if applicable, will result in earlier recognition of losses and impairments. In November 2018, the FASB issued ASU 2018‑19, “Codification Improvements to ASC 326, Financial Instruments – Credit Losses.” ASU 2016‑13 introduced an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. That methodology replaces the probable, incurred loss model for those assets. ASU 2018‑19 is the final version of Proposed Accounting Standards Update 2018‑270, which has been deleted. Additionally, the amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326‑20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. These updates are effective beginning January 1, 2023, and the Company is currently evaluating ASU 2016‑13 and ASU 2018‑19 and the potential impact of adopting this guidance on its financial reporting. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | |
Schedule of Cash, Cash Equivalents and Restricted Cash | As of December 31, (thousands of dollars) 2020 2019 Cash and cash equivalents $ 50,315 $ 1,870 Restricted cash included in assets held for sale 3,787 Restricted cash not included in assets held for sale 10 10 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 50,325 $ 5,667 |
Schedule of Financial Instruments Recognized at Fair Value on Recurring Basis | December 31, 2020 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Available-for-sale securities, current $ — $ — $ 1,520 $ 1,520 Total current assets recorded at fair value $ — $ — $ 1,520 $ 1,520 Non-current Assets Restricted cash not included in assets held for sale $ 10 $ — $ — $ 10 Total non-current assets recorded at fair value $ 10 $ — $ — $ 10 December 31, 2019 (thousands of dollars) Level 1 Level 2 Level 3 Total Non-current Assets Restricted cash included in assets held for sale $ 3,787 $ — $ — $ 3,787 Restricted cash not included in assets held for sale 10 — — Total non-current assets recorded at fair value $ 3,797 $ — $ — $ 3,797 |
ACQUISITIONS AND DISPOSALS (Tab
ACQUISITIONS AND DISPOSALS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of fair value amounts have been recorded as purchase consideration | (thousands of dollars) Cash $ 743 Transaction costs (558) Contingent consideration for PPP Loan escrow 333 enCore common stock 1,520 Total Consideration Received $ 2,038 |
Schedule of gain on disposal of Uranium assets | URC Transaction (thousands of dollars) Total cash consideration received, net of transaction costs $ 2,470 Carrying value of promissory note (1,741) Carrying value of royalty interests — Gain on disposal of uranium assets $ 729 |
Uranium business | |
Schedule of loss on disposal of Uranium properties | (thousands of dollars) Total Consideration Received $ 2,038 Carrying value of uranium property, plant and equipment (6,204) Restricted Cash (3,797) Other assets (579) Asset retirement obligation 5,239 Note Payable (PPP loan) 333 Other liabilities 305 Loss on disposal of Uranium Entities $ (2,665) |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT. | |
Net Book Value of Property, Plant and Equipment | Net Book Value of Property, Plant and Equipment at December 31, 2020 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ - $ 8,972 Other property, plant and equipment - 13 13 Total Property, Plant and Equipment $ 8,972 $ 13 $ 8,985 Net Book Value of Property, Plant and Equipment at December 31, 2019 (thousands of dollars) Texas Alabama New Mexico Corporate Total Uranium plant $ 3,112 $ - $ - $ - $ 3,112 Mineral rights and properties - 8,972 7,806 - 16,778 Other property, plant and equipment 424 - - 23 447 Total Property, Plant and Equipment $ 3,536 $ 8,972 $ 7,806 $ 23 $ 20,337 (Less) property, plant and equipment included in assets held for sale (3,536) (7,806) (11,342) Net Property, Plant and Equipment $ - $ 8,972 $ 0 $ 23 $ 8,995 |
Impairment Charges | For the years ended December 31, 2020 2019 (thousands of dollars) Kingsville Dome project $ 101 $ 143 Rosita project 1,161 — Cebolleta/Juan Tafoya project 3,938 — Total Impairment $ 5,200 $ 143 |
Schedule of Mineral Property Expenses | For the year ended December 31, 2020 2019 (thousands of dollars) Kingsville Dome project, Texas $ 907 $ 716 Rosita project, Texas 464 530 Vasquez project, Texas 600 495 Other projects 20 (4) Total Texas projects 1,991 1,737 Cebolleta project, New Mexico 390 440 Juan Tafoya project, New Mexico 224 223 West Largo — 13 Total New Mexico projects 614 676 Columbus Basin project, Nevada — 126 Total Nevada projects — 126 Sal Rica project, Utah 1 111 Total Utah projects 1 111 Coosa project, Alabama 34 86 Total Alabama projects 34 86 Total mineral property expenses for the period $ 2,640 $ 2,736 (Less) Mineral Property expenses from discontinued operations (2,606) (2,416) Mineral property expenses for continued operations $ 34 $ 320 |
ASSET RETIREMENT OBLIGATION (Ta
ASSET RETIREMENT OBLIGATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ASSET RETIREMENT OBLIGATION | |
Summary of Asset Retirement Obligation | December 31, December 31, (thousands of dollars) 2020 2019 Balance, beginning of period $ 6,300 $ 6,203 Liabilities settled (1,262) (293) Accretion expense 201 390 Balance, end of period 5,239 6,300 Less: Obligation transferred to enCore (5,239) Less: ARO included in current liabilities held for sale — (894) ARO included in liabilities held for sale, non-current $ — $ 5,406 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACCRUED LIABILITIES. | |
Accrued liabilities on the balance sheet | December 31, 2020 2019 (thousands of dollars) Royalties payable (1) 1,151 1,166 Other Accrued Liabilities 1,218 1,104 Accrued Liabilities $ 2,369 $ 2,270 (1) Royalties payable were derived during prior years of production. Liabilities do not accrue interest or have a stated maturity date. |
STOCKHOLDER'S EQUITY (Tables)
STOCKHOLDER'S EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDER'S EQUITY | |
Warrants Outstanding | December 31, 2020 December 31, 2019 Number of Number of Warrants Warrants Warrants outstanding at beginning of period 197,622 15,107 Issued — 182,515 Expired (15,107) — Exercised (182,515) — Warrants outstanding at end of period — 197,622 On October 6, 2020, a warrant holder of 182,515 warrants provided notice of exercise. The warrant holder elected the cashless exercise method to convert the warrants to shares of common stock. Based on the cashless exercise formula, the Company issued the warrant holder 118,799 shares of common stock. |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
STOCK BASED COMPENSATION | |
Summary of Stock Options Outstanding | December 31, 2020 December 31, 2019 Weighted Weighted Number of Average Number of Average Stock Exercise Stock Exercise Options Price Options Price Stock options outstanding at beginning of period 37,786 $ 37.42 19,170 $ 80.00 Granted 149,801 1.67 20,942 19.25 Expired (2,533) 93.80 (1,777) 78.00 Canceled or forfeited — — (549) 19.25 Stock options outstanding at end of period 185,054 $ 7.70 37,786 $ 37.42 Stock options exercisable at end of period 35,253 $ 33.37 37,786 $ 37.42 |
Summary of Stock Options Outstanding and Exercisable by Stock Option Plan | Outstanding Stock Options Exercisable Stock Options Number of Weighted Number of Weighted Outstanding Average Stock Options Average Stock Option Plan Stock Options Exercise Price Exercisable Exercise Price 2004 Plan 92 $ 1,638.00 92 $ 1,638.00 2004 Directors’ Plan 3 10,380.00 3 10,380.00 2013 Plan 158,962 6.57 33,158 25.47 2020 Inducement Grant 23,997 2.08 — — Replacement Options-Alabama Graphite 2,000 75.08 2,000 — 185,054 $ 7.70 35,253 $ 33.37 |
Summary of RSU Activity | December 31, December 31, 2020 2019 Weighted- Weighted- Average Average Number of Grant Date Number of Grant Date RSUs Fair Value RSUs Fair Value Unvested RSUs at beginning of period $ 2,260 $ 70.00 Granted 236,403 2.10 — — Forfeited — — (1,749) 70.00 Vested 70.00 — — Unvested RSUs at end of period 236,403 $ 2.10 511 $ |
FEDERAL INCOME TAXES (Tables)
FEDERAL INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FEDERAL INCOME TAXES. | |
Schedule of Components of Future Tax Assets and Liabilities | December 31, 2020 2019 (thousands of dollars) Deferred tax assets: Non‑Current: Net operating loss carryforwards $ 16,009 $ 13,795 Mineral properties 3,177 11,682 Accrued vacation 18 22 Capital loss carryforwards 22,176 393 Restoration reserves — 1,565 Capitalized transaction costs 1,138 1,162 Other 3,686 4,243 Deferred tax assets 46,204 32,862 Valuation allowance (46,204) (32,862) Net deferred tax assets — — Deferred tax liabilities — — Net deferred tax asset (liability) $ — $ — |
Schedule of Valuation Allowance by Tax Jurisdiction | December 31, 2020 2019 (thousands of dollars) United States $ 34,190 $ 20,783 Australia 5,380 5,203 Turkey 6,634 6,876 Total valuation allowance $ 46,204 $ 32,862 |
Schedule of Loss From Operations Before Income Taxes | For the calendar year ended December 31, 2020 2019 (thousands of dollars) United States $ (13,882) $ (5,869) Australia 8 (6) Turkey (39) (129) $ (13,913) $ (6,004) |
Schedule of Reconciliation of Expected Income Tax on Net Income at Statutory Rates | Year ended December 31, 2020 2019 (thousands of dollars) Net loss $ (13,913) $ (6,004) Statutory tax rate 21 % 21 % Tax recovery at statutory rate (2,922) (1,261) State tax rate 938 (238) Foreign tax rate 1 (5) Change in US tax rates 309 (1,855) Other adjustments (9) (101) Capital loss carryforward adjustment (21) 388 Operating loss carryforward adjustment (218) (964) Operating loss Section 382 adjustment 978 — Anatolia Energy Ltd Share issue Cost adjustment 270 — Alabama Graphite Corporation conversion to US entity — 1,999 Derivative tax adjustment — (590) Nondeductible write‑offs 7 (55) Sale of Uranium Entities (10,553) Change in valuation allowance 11,220 2,682 Income tax expense (recovery) $ — $ — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
Components of lease expense | Year ended December 31, (thousands of dollars) 2020 Operating Lease Cost Continuing Operations $ 155 Discontinued Operations 6 $ 161 |
Schedule of Supplemental Cash Flow Information Related to Leases | Year ended (thousands of dollars) December 31, 2020 Cash flows from operating leases $ 153 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 353 |
Schedule of Supplemental Balance Sheet Information Relating to Leases | (thousands of dollars, except lease term and discount rate) December 31, 2020 Operating Leases Operating lease right-of-use assets $ 353 Current portion of lease liabilities $ 149 Operating lease liabilities – long term portion 214 Total operating lease liabilities $ 363 |
Schedule of Weighted-average Remaining Lease Term and Discount Rate for Operating Leases | December 31, 2020 Weighted Average Remaining Lease Term (in years) 3.0 Discount Rate 9.5 % |
Schedule of Maturities of Lease Liabilities for Operating Leases | Lease payments by year (in thousands) December 31, 2020 2021 $ 156 2022 158 2023 92 Total lease payments 406 (Less) imputed interest (43) Total $ 363 |
GEOGRAPHIC AND SEGMENT INFORM_2
GEOGRAPHIC AND SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
GEOGRAPHIC AND SEGMENT INFORMATION | |
Schedule of Segment Reporting Information | December 31, 2020 (thousands of dollars) Corporate Graphite Total Net property, plant and equipment $ 13 $ 8,972 $ 8,985 Restricted cash — 10 10 Operating Lease Right of Use Assets 353 — 353 Total long-term assets $ 366 $ 8,982 $ 9,348 December 31, 2019 (thousands of dollars) Corporate Graphite Total Net property, plant and equipment $ 23 $ 8,972 $ 8,995 Restricted cash — 10 10 Operating Lease Right of Use Assets 470 — 470 Total long-term assets $ 493 $ 8,982 $ 9,475 Year Ended December 31, 2020 (thousands of dollars) Corporate Graphite Total Statement of Operations Mineral property expenses $ — $ 34 $ 34 Product development expenses — 4,049 4,049 General and administrative 5,204 474 5,678 Arbitration expenses 1,458 — 1,458 Depreciation and amortization 17 — 17 Total 6,679 4,557 11,236 Loss from continuing operations (6,679) (4,557) (11,236) Other expense (2,676) — (2,676) Loss before taxes $ (9,355) $ (4,557) $ (13,912) Year Ended December 31, 2019 (thousands of dollars) Corporate Graphite Total Statement of Operations Mineral property expenses $ — $ 320 $ 320 Product development expenses — 116 116 General and administrative 4,131 343 4,474 Arbitration expenses 1,378 — 1,378 Depreciation and amortization 6 — 6 Total 5,515 779 6,294 Loss from continuing operations (5,515) (779) (6,294) Other (expense) 290 — 290 Loss before taxes $ (5,225) $ (779) $ (6,004) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
DISCONTINUED OPERATIONS | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | December 31, December 31, (thousands of dollars) 2020 2019 Net property, plant and equipment $ — $ 11,342 Operating lease right-of-use assets — 14 Restricted cash — 3,787 Assets Held for Sale, non-current — 15,143 Total Assets Held for Sale $ — $ 15,143 Asset retirement obligations - current $ — $ 894 Operating lease liability - current — 6 Current Liabilities Held for Sale — 900 Asset retirement obligations, net of current — 5,406 Operating lease liability, net of current — 8 Liabilities Held for Sale, non-current — 5,414 Total Liabilities Held for Sale $ — $ 6,314 The results of the Company’s uranium and lithium business segments included in discontinued operations for the years ended December 31, 2020 and 2019 were as follows: For the Year Ended December 31, (thousands of dollars) 2020 2019 Mineral property expenses $ (2,606) $ (2,416) Product development expenses — — General and administrative expenses (1,665) (1,612) Arbitration costs — — Accretion of asset retirement obligations (201) (390) Depreciation and amortization (38) (67) Impairment of uranium properties (5,200) (143) Loss on sale of marketable securities Interest income 10 65 Gain on sale of fixed assets 21 2 Other income (expense) 17 — Net Loss from Discontinued Operations $ (9,662) $ (4,561) LOSS PER SHARE FROM DISCONTINUED OPERATIONS $ (1.10) $ (2.33) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 8,799,190 1,961,086 Our cash flow information for 2020 and 2019 included the following activities related to discontinued operations: For the Year Ended December 31, (thousands of dollars) 2020 2019 Depreciation and amortization $ 38 $ 67 Capital Expenditures 81 - Accretion of asset retirement obligations 201 390 Impairment of uranium properties 5,200 143 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | ||
Cash and cash equivalents | $ 50,315 | $ 1,870 |
Restricted cash included in assets held for sale | 3,787 | |
Restricted cash not included in assets held for sale | 10 | 10 |
Cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 50,325 | $ 5,667 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Financial Instruments Recognized at Fair Value on Recurring Basis (Details) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Available-for-sale securities, current | $ 1,520,000 | |
Total current assets recorded at fair value | 1,520,000 | |
Restricted cash included in assets held for sale | $ 3,787,000 | |
Restricted cash not included in assets held for sale | 10,000 | 10,000 |
Total current assets recorded at fair value | $ 10,000 | 3,797,000 |
Discount for lack of marketability | ||
Fair value of available-for-sale securities | 375,000 | |
Risk-free rate | ||
Fair value of available-for-sale securities | 0.0009 | |
Volatility factor | ||
Fair value of available-for-sale securities | 0.891 | |
Level 1 | ||
Restricted cash included in assets held for sale | 3,787,000 | |
Restricted cash not included in assets held for sale | $ 10,000 | 10,000 |
Total current assets recorded at fair value | 10,000 | 3,797,000 |
Level 2 | ||
Available-for-sale securities, current | ||
Total current assets recorded at fair value | ||
Restricted cash included in assets held for sale | ||
Restricted cash not included in assets held for sale | ||
Total current assets recorded at fair value | ||
Level 3 | ||
Available-for-sale securities, current | 1,520,000 | |
Total current assets recorded at fair value | 1,520,000 | |
Restricted cash included in assets held for sale | ||
Restricted cash not included in assets held for sale | ||
Total current assets recorded at fair value |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | ||
Potentially dilutive securities | 421,457 | 235,407 |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) $ in Thousands | Feb. 11, 2021 | Feb. 11, 2021 | Jan. 31, 2021 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Estimated capital expenditures to construct the commercial plant | $ 120,000 | ||||||
Lithium mineral leases eliminated | $ 200 | ||||||
Cash balances | 50,315 | $ 1,870 | |||||
Asset retirement obligations | 5,239 | 6,300 | $ 6,203 | ||||
Exploration and evaluation costs, amounts spent | 34 | 320 | |||||
Proceeds from Issuance of Common Stock | 63,614 | $ 6,652 | |||||
Subsequent Event | |||||||
Cash balances | $ 101,000 | $ 101,000 | |||||
Proceeds from Issuance of Common Stock | $ 53,900 | ||||||
Cantor | Controlled Equity Offering Sales Agreement | Subsequent Event | |||||||
Number of common stock issued | 9,300,000 | ||||||
Proceeds from Issuance of Common Stock | $ 47,300 | ||||||
Lincoln Park | December 2020 PA | Subsequent Event | |||||||
Number of common stock issued | 900,000 | ||||||
Proceeds from Issuance of Common Stock | $ 6,600 | ||||||
enCore | |||||||
Elimination of bonding liability | 9,300 | ||||||
Elimination of asset retirement obligations | 5,200 | ||||||
Annual expenditures related to reclamation and compliance costs | 4,000 | ||||||
Common stock received and royalty interest retained | $ 1,800 |
ACQUISITIONS AND DISPOSALS - Na
ACQUISITIONS AND DISPOSALS - Narrative (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Sale of Uranium Business to enCore Energy and Disposals | |
Fair value of the NSR Royalty and NPI | |
Securities Purchase Agreement with Lincoln Park | Uranium business | |
Sale of Uranium Business to enCore Energy and Disposals | |
Consideration received | 742,642 |
Cash collateral held to secure such indemnity obligations | 3,796,788 |
Escrow Deposit | 333,120 |
Threshold limit for single transaction for sale of shares | $ 250,000 |
Discount applied to enCore Shares, percent | 21.00% |
Discounted amount applied to enCore shares | $ 375,000 |
Adjusted fair value of enCore shares | $ 1,520,000 |
Percentage of loan proceeds utilized for payroll related costs | 100.00% |
Expected loan forgiveness, percent | 100.00% |
Securities Purchase Agreement with Lincoln Park | Uranium business | NSR Royalty on production from the uranium properties held by Uranco, Inc. | |
Sale of Uranium Business to enCore Energy and Disposals | |
Consideration received | $ 2 |
Securities Purchase Agreement with Lincoln Park | Uranium business | NPI on the profits from operations of Neutron Energy, Inc.’s Juan Tafoya and Cebolleta Projects | |
Sale of Uranium Business to enCore Energy and Disposals | |
Consideration received | 2.5 |
Common Stock | Securities Purchase Agreement with Lincoln Park | Uranium business | |
Sale of Uranium Business to enCore Energy and Disposals | |
Consideration received | 1,795,000 |
enCore | Securities Purchase Agreement with Lincoln Park | |
Sale of Uranium Business to enCore Energy and Disposals | |
Fair value of contingent consideration | $ 333,000 |
enCore | Securities Purchase Agreement with Lincoln Park | Uranium business | |
Sale of Uranium Business to enCore Energy and Disposals | |
Number of shares issued at closing | shares | 2,571,598 |
Pricing formula, number of trading days | 10 days |
Sale of stock price per share | $ / shares | $ 0.698 |
Closing price | $ / shares | $ 0.736 |
Fair value of shares | $ 1,895,000 |
Fair value of contingent consideration | $ 333,120 |
ACQUISITIONS AND DISPOSALS - Sc
ACQUISITIONS AND DISPOSALS - Schedule of Fair Value Recorded As Purchase Consideration (Details) - Securities Purchase Agreement with Lincoln Park - enCore $ in Thousands | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 743 |
Transaction costs | (558) |
Contingent consideration for PPP Loan escrow | 333 |
enCore common stock | 1,520 |
Total Consideration Received | $ 2,038 |
ACQUISITIONS AND DISPOSALS - Lo
ACQUISITIONS AND DISPOSALS - Loss on disposal of uranium properties within its Consolidated Statement of Operations (Details) - Uranium business $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Total Consideration Received | $ 2,038 |
Carrying value of uranium property, plant and equipment | (6,204) |
Restricted Cash | (3,797) |
Other assets | (579) |
Asset retirement obligation | 5,239 |
Note Payable (PPP loan) | 333 |
Other liabilities | 305 |
Loss on disposal of Uranium Entities | $ (2,665) |
ACQUISITIONS AND DISPOSALS - Di
ACQUISITIONS AND DISPOSALS - Disposal of Uranium Assets (Details) - Uranium assets - URC $ in Thousands | Aug. 30, 2019USD ($) | Jun. 28, 2019USD ($) | Mar. 05, 2019USD ($)item |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of Royalty interests sold | item | 4 | ||
Borrowings | $ 2,000 | ||
Consideration received | $ 1,250 | $ 1,000 | 2,750 |
Paid at signing | $ 500 |
ACQUISITIONS AND DISPOSALS - Ga
ACQUISITIONS AND DISPOSALS - Gain on Disposal of Uranium Assets (Details) - Uranium assets $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Total cash consideration received, net of transaction costs | $ 2,470 |
Carrying value of promissory note | (1,741) |
Loss on disposal of Uranium Entities | $ 729 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) | Aug. 30, 2019tranche | Mar. 25, 2019USD ($)shares | Jan. 31, 2019USD ($)installmentshares | Jan. 31, 2018USD ($)installmentshares | Jan. 31, 2017USD ($)shares | Mar. 31, 2018installment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 05, 2020USD ($) | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Number of installments | installment | 2 | 2 | ||||||||
Number of tranches | tranche | 3 | |||||||||
Proceeds from issuance of common stock | $ 63,614,000 | $ 6,652,000 | ||||||||
Loss on sale of marketable securities | 720,000 | |||||||||
Laramide Resources Ltd. | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Number of issuance of common shares | shares | 2,483,034 | 1,982,483 | 2,218,133 | |||||||
Laramide Resources Ltd. | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Market rate used to determine fair value | 9.50% | |||||||||
Laramide Resources Ltd. | First Note Installment | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Debt principal amount due | $ 1,500,000 | |||||||||
Principal payment in cash | $ 750,000 | |||||||||
Number of issuance of common shares | shares | 1,982,483 | |||||||||
Laramide Resources Ltd. | Second Note Installment | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Debt principal amount due | $ 1,500,000 | |||||||||
Principal payment in cash | $ 750,000 | |||||||||
Number of issuance of common shares | shares | 2,483,034 | |||||||||
Interest payments received | $ 96,022 | |||||||||
Laramide Resources Ltd. | Share-based Compensation Award, Tranche Two | Warrants | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Number of issuance of common shares | shares | 2,218,133 | |||||||||
Laramide Resources Ltd. | Share Based Compensation Award Tranche Third | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Proceeds from issuance of common stock | $ 500,000 | |||||||||
Loss on sale of marketable securities | $ 700,000 | |||||||||
Laramide Resources Ltd. | Share Based Compensation Award Tranche Third | Common Stock | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Number of issuance of common shares | shares | 2,483,034 | |||||||||
enCore | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Common stock received and royalty interest retained | $ 1,800,000 | |||||||||
Promissory note receivable | Laramide Resources Ltd. | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Consideration for the sale of Hydro Resources, Inc. | $ 5,000,000 | |||||||||
Promissory note receivable | Laramide Resources Ltd. | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Debt term | 3 years | |||||||||
Debt interest rate | 5.00% | |||||||||
Debt principal amount due | $ 2,000,000 | |||||||||
Interest rate terms | Interest is payable on a quarterly basis during the final year. Laramide had the right to satisfy up to half of the principal payments by delivering shares of its common stock to the Company, which shares were valued by reference to the volume weighted average price ("VWAP") for Laramide's common stock for the 20 trading days before their respective anniversaries of the initial issuance date in January. The fair value of this note receivable was determined using the present value of the future cash receipts discounted at a market rate of 9.5%. | |||||||||
Promissory note receivable | Laramide Resources Ltd. | ||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||||
Number of installments | installment | 2 | 2 | ||||||||
Installment payments received | $ 1,500,000 | $ 1,500,000 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Net Book Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | $ 8,985 | $ 20,337 |
(Less) property, plant and equipment included in assets held for sale | (11,342) | |
Net property, plant and equipment | 8,985 | 8,995 |
Texas | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 3,536 | |
(Less) property, plant and equipment included in assets held for sale | (3,536) | |
Alabama | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 8,972 | 8,972 |
Net property, plant and equipment | 8,972 | |
New Mexico | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 7,806 | |
(Less) property, plant and equipment included in assets held for sale | (7,806) | |
Net property, plant and equipment | 0 | |
Corporate | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 13 | 23 |
Net property, plant and equipment | 23 | |
Uranium plant | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 3,112 | |
Uranium plant | Texas | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 3,112 | |
Mineral rights and properties | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 8,972 | 16,778 |
Mineral rights and properties | Alabama | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 8,972 | 8,972 |
Mineral rights and properties | New Mexico | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 7,806 | |
Other property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 13 | 447 |
Other property, plant and equipment | Texas | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 424 | |
Other property, plant and equipment | Corporate | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | $ 13 | $ 23 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Graphite Properties (Details) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)mi²a | Dec. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Impairment of uranium properties | $ 5,200,000 | $ 5,200,000 | $ 143,000 |
Total mineral property expenses | $ 2,640,000 | 2,736,000 | |
Coosa Graphite Project | |||
Property, Plant and Equipment [Line Items] | |||
Area of land | a | 45,000 | ||
Lease term | 5 years | ||
Annual rentals due | $ 10,000 | ||
Optioned lease lands | $ 16,179,100 | ||
Percentage of NSR royalty | 2.00% | ||
Gross area on mineral leases | mi² | 70.31 | ||
Payment at time of completion | $ 100,000 | ||
Additional payment, net smelter return royalty | $ 150,000 | ||
Coosa Graphite Project | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Lease term | 70 years | ||
Percentage of royalties on lease of sales | 0.50% | ||
Maximum net smelter return royalty | $ 150,000 | ||
Rosita Project | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of uranium properties | 1,161,000 | ||
Cebolleta/Juan Tafoya Property | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of uranium properties | 3,938,000 | ||
Mineral Property | |||
Property, Plant and Equipment [Line Items] | |||
Total mineral property expenses | $ 2,600,000 | $ 2,700,000 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT - Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total Impairment | $ 5,200 | $ 5,200 | $ 143 |
Kingsville Dome project | |||
Property, Plant and Equipment [Line Items] | |||
Total Impairment | 101 | $ 143 | |
Rosita Project | |||
Property, Plant and Equipment [Line Items] | |||
Total Impairment | 1,161 | ||
Cebolleta/Juan Tafoya Property | |||
Property, Plant and Equipment [Line Items] | |||
Total Impairment | $ 3,938 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT - Mineral Property Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | $ 2,640 | $ 2,736 |
(Less) Mineral Property expenses attributable to Discontinued Operations | (2,606) | (2,416) |
Mineral property expenses for continued operations | 34 | 320 |
Kingsville Dome Project, Texas | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 907 | 716 |
Rosita Project, Texas | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 464 | 530 |
Vasquez Project, Texas | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 600 | 495 |
Other Projects, Texas | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 20 | (4) |
Total Texas Projects | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 1,991 | 1,737 |
Cebolleta Project, New Mexico | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 390 | 440 |
Juan Tafoya Project, New Mexico | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 224 | 223 |
West Largo | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 13 | |
Total New Mexico Projects | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 614 | 676 |
Columbus Basin Project, Nevada | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 126 | |
Total Nevada Projects | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 126 | |
Sal Rica Project, Utah | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 1 | 111 |
Total Utah Projects | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 1 | 111 |
Coosa Project, Alabama | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | 34 | 86 |
Total Alabama Projects | ||
Property, Plant and Equipment [Line Items] | ||
Total mineral property expenses for the period | $ 34 | $ 86 |
ASSET RETIREMENT OBLIGATION - S
ASSET RETIREMENT OBLIGATION - Summary of Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
ASSET RETIREMENT OBLIGATION | ||
Balance, beginning of period | $ 6,300 | $ 6,203 |
Liabilities settled | (1,262) | (293) |
Accretion expense | 201 | 390 |
Balance, end of period | 5,239 | 6,300 |
Less: Obligation transferred to enCore | $ (5,239) | |
Less: ARO included in current liabilities held for sale | (894) | |
ARO included in liabilities held for sale, non-current | $ 5,406 |
ASSET RETIREMENT OBLIGATION (De
ASSET RETIREMENT OBLIGATION (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Asset retirement obligations | $ 5,239 | $ 6,300 | $ 6,203 |
enCore | |||
Reclamation performance obligation bonds | 6,000 | ||
Coosa Graphite Deposit | |||
Asset retirement obligations | $ 0 |
ACCRUED LIABILITIES - Accrued L
ACCRUED LIABILITIES - Accrued Liabilities on the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
ACCRUED LIABILITIES. | ||
Royalties payable | $ 1,151 | $ 1,166 |
Other Accrued Liabilities | 1,218 | 1,104 |
Total accrued Liabilities | $ 2,369 | $ 2,270 |
STOCKHOLDER'S EQUITY - Common S
STOCKHOLDER'S EQUITY - Common Stock Issued, Net of Issuance Costs (Details) - USD ($) | Feb. 11, 2021 | Feb. 11, 2021 | Feb. 05, 2021 | Dec. 04, 2020 | Oct. 02, 2020 | Jun. 26, 2020 | May 21, 2020 | Aug. 06, 2019 | Jun. 06, 2019 | Apr. 14, 2017 | Feb. 05, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | May 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 |
Common stock outstanding after the effect of reverse stock spilt conversion | 19,171,859 | 3,339,380 | |||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||
Issuance of common stock, net | $ 63,614,000 | $ 6,652,000 | |||||||||||||||||
Subsequent Event | |||||||||||||||||||
Issuance of common stock, net | $ 53,900,000 | ||||||||||||||||||
Common Stock | |||||||||||||||||||
Number of common stock issued | 15,681,968 | 1,902,593 | |||||||||||||||||
December 2020 PA | |||||||||||||||||||
Maximum aggregate offering price | $ 100,000,000 | ||||||||||||||||||
Period for financing from common stock | 36 months | ||||||||||||||||||
December 2020 PA | Lincoln Park | Subsequent Event | |||||||||||||||||||
Number of common stock issued | 900,000 | ||||||||||||||||||
Issuance of common stock, net | $ 6,600,000 | ||||||||||||||||||
Gross proceeds from issuance of common stock | $ 6,600,000 | ||||||||||||||||||
May 2020 Purchase Agreement with Lincoln Park | |||||||||||||||||||
Maximum aggregate offering price | $ 3,200,000 | $ 12,000,000 | $ 12,000,000 | ||||||||||||||||
Period for financing from common stock | 24 months | ||||||||||||||||||
Number of common stock issued | 1,100,000 | 1,970,000 | 156,250 | 1,600,000 | 1.8 | ||||||||||||||
Issuance of common stock, net | $ 8,200,000 | $ 3,500,000 | $ 3,800,000 | ||||||||||||||||
Number of warrants issued for common stock | 250,000 | ||||||||||||||||||
Warrant purchase price per share | $ 1.2989 | ||||||||||||||||||
2019 Purchase Agreement with Lincoln Park | |||||||||||||||||||
Maximum aggregate offering price | $ 3,200,000 | $ 10,000,000 | |||||||||||||||||
Period for financing from common stock | 24 months | ||||||||||||||||||
Number of common stock issued | 1,500,000 | 1,700,000 | 3,200,000 | ||||||||||||||||
Issuance of common stock, net | $ 1,900,000 | $ 5,800,000 | $ 7,700,000 | ||||||||||||||||
2019 Purchase Agreement with Lincoln Park | Maximum | |||||||||||||||||||
Percentage of common stock issuable | 19.99% | ||||||||||||||||||
2019 Purchase Agreement with Lincoln Park | Lincoln Park | |||||||||||||||||||
Minimum percentage considered for not to sale common stock | 9.99% | ||||||||||||||||||
Securities Purchase Agreement with Lincoln Park | |||||||||||||||||||
Number of common stock issued | 104,294 | ||||||||||||||||||
Aggregate gross proceeds from common shares and warrants | $ 550,751 | ||||||||||||||||||
Warrant purchase price per share | $ 5.062 | ||||||||||||||||||
Securities Purchase Agreement with Lincoln Park | Maximum | |||||||||||||||||||
Number of warrants issued for common stock | 182,515 | ||||||||||||||||||
ATM Offering Agreement | Lincoln Park | Forecast | |||||||||||||||||||
Number of common stock issued | 0 | ||||||||||||||||||
ATM Offering Agreement | Cantor Fitzgerald & Co | |||||||||||||||||||
Issuance of common stock, net | $ 49,900,000 | $ 400,000 | |||||||||||||||||
Number of common stock sold | 11,000,000 | 100,000 | |||||||||||||||||
ATM Offering Agreement | Cantor Fitzgerald & Co | Subsequent Event | |||||||||||||||||||
Number of common stock issued | 9,300,000 | ||||||||||||||||||
Issuance of common stock, net | $ 47,300,000 | ||||||||||||||||||
ATM Offering Agreement | Cantor Fitzgerald & Co | Forecast | |||||||||||||||||||
Issuance of common stock, net | $ 47,300,000 | ||||||||||||||||||
Number of common stock sold | 9,300,000 | ||||||||||||||||||
ATM Offering Agreement | Cantor Fitzgerald & Co | Maximum | |||||||||||||||||||
Sales commission percentage | 2.50% |
STOCKHOLDER_S EQUITY - Warrants
STOCKHOLDER’S EQUITY - Warrants (Details) - shares | Oct. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding at beginning of period | 197,622 | 15,107 | |
Issued | 182,515 | ||
Expired | (15,107) | ||
Exercised | (182,515) | ||
Warrants outstanding at end of period | 197,622 | ||
Lincoln Park | |||
Class of Warrant or Right [Line Items] | |||
Issued | 118,799 | ||
Exercised | 182,515 |
STOCK BASED COMPENSATION - Narr
STOCK BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 28, 2020 | Apr. 18, 2019 | Dec. 13, 2017 | Jul. 18, 2017 | |
Alabama Graphite | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of replacement options outstanding | 2,000 | ||||||
Number of replacement options and warrants | 50,168 | ||||||
Replacement options and warrants shares exchange rate | $ 0.0016 | ||||||
Exercise prices for the option and warrant shares | $ 0.77809 | ||||||
Number of replacement warrants outstanding | 0 | ||||||
Alabama Graphite | CAD Currency | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Replacement options and warrants shares exchange rate | $ 0.0016 | ||||||
2013 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock shares reserved for future issuance | 58,585 | ||||||
Stock-based compensation expense | $ 0.4 | $ 0.1 | |||||
2013 Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock shares reserved for future issuance | 416,278 | 350,000 | 66,000 | 20,000 | |||
Stock option vesting period | 10 years |
STOCK BASED COMPENSATION - Summ
STOCK BASED COMPENSATION - Summary of Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
STOCK BASED COMPENSATION | ||
Number of stock options outstanding, Beginning of period | 37,786 | 19,170 |
Number of stock options outstanding, Granted | 149,801 | 20,942 |
Number of stock options outstanding, Expired | (2,533) | (1,777) |
Number of stock options outstanding, Canceled or forfeited | (549) | |
Number of stock options outstanding, End of period | 185,054 | 37,786 |
Number of stock options Exercisable, End of period | 35,253 | 37,786 |
Weighted average exercise price, Beginning of period | $ 37.42 | $ 80 |
Weighted average exercise price, Granted | 1.67 | 19.25 |
Weighted average exercise price, Expired | 93.80 | 78 |
Weighted average exercise price, Canceled or forfeited | 19.25 | |
Weighted average exercise price, End of period | 7.70 | 37.42 |
Weighted average exercise price Exercisable, End of period | $ 33.37 | $ 37.42 |
STOCK BASED COMPENSATION - Su_2
STOCK BASED COMPENSATION - Summary of Stock Options Outstanding and Exercisable by Stock Option Plan (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 185,054 | 37,786 | 19,170 |
Outstanding Stock Options, Weighted Average Exercise Price | $ 7.70 | $ 37.42 | $ 80 |
Exercisable Stock Options, Number of Exercisable Stock Options | 35,253 | 37,786 | |
Exercisable Stock Options, Weighted Average Exercise Price | $ 33.37 | $ 37.42 | |
2004 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 92 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 1,638 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 92 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 1,638 | ||
2004 Directors Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 3 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 10,380 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 3 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 10,380 | ||
2013 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 158,962 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 6.57 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 33,158 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 25.47 | ||
2020 Inducement Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 23,997 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 2.08 | ||
Replacement Options - Alabama Graphite | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 2,000 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 75.08 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 2,000 |
STOCK BASED COMPENSATION - Su_3
STOCK BASED COMPENSATION - Summary of RSU Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of RSUs, Unvested beginning of period | 511 | 2,260 |
Number of RSUs, Granted | 236,403 | |
Number of RSUs, Forfeited | (1,749) | |
Number of RSUs, Vested | (511) | |
Number of RSUs, Unvested end of period | 236,403 | 511 |
Weighted Average Grant Date Fair Value, Unvested RSUs beginning of period | $ 70 | $ 70 |
Weighted Average Grant Date Fair Value, Granted | 2.10 | |
Weighted Average Grant Date Fair Value, Forfeited | 70 | |
Weighted Average Grant Date Fair Value, Vested | 70 | |
Weighted Average Grant Date Fair Value, Unvested RSUs end of period | $ 2.10 | $ 70 |
FEDERAL INCOME TAXES - Schedule
FEDERAL INCOME TAXES - Schedule of Components of Future Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
FEDERAL INCOME TAXES. | ||
Net operating loss carryforwards | $ 16,009 | $ 13,795 |
Mineral properties | 3,177 | 11,682 |
Accrued vacation | 18 | 22 |
Capital loss carryforwards | 22,176 | 393 |
Restoration reserves | 1,565 | |
Capitalized transaction costs | 1,138 | 1,162 |
Other | 3,686 | 4,243 |
Deferred tax assets | 46,204 | 32,862 |
Valuation allowance | $ (46,204) | $ (32,862) |
FEDERAL INCOME TAXES - Schedu_2
FEDERAL INCOME TAXES - Schedule of Valuation Allowance by Tax Jurisdiction (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Total valuation allowance | $ 46,204 | $ 32,862 |
United States | ||
Total valuation allowance | 34,190 | 20,783 |
Australia | ||
Total valuation allowance | 5,380 | 5,203 |
Turkey | ||
Total valuation allowance | $ 6,634 | $ 6,876 |
FEDERAL INCOME TAXES - Narrativ
FEDERAL INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income taxes and operating loss carryforwards | ||||
Increase in valuation allowance | $ 13,300 | |||
Income tax reconciliation description | The United States enacted comprehensive tax reform legislation known as the "Tax Cuts and Jobs Act' that, among other things, reduces the U.S. Federal corporate income tax rate from 35% to 21% and implements a territorial tax system, but imposes an alternative 'base erosion and anti-abuse tax' ('BEAT'), and incremental tax on global intangible low tax foreign income ('GILTI') effective January 1, 2018. | |||
Percentage on Federal corporate income tax rate | 21.00% | 21.00% | 21.00% | 35.00% |
Percentage of valuation allowance recorded against the net deferred tax assets | 100.00% | |||
Capital loss carryforward | $ 22,176 | $ 393 | ||
Deferred tax assets, operating loss carryforwards | 16,009 | 13,795 | ||
Section 382 | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 80,000 | |||
Operating Loss Carryforwards, Limitations on Use | A formal Section 382 study would be required to determine the actual allowable usage of US net operating loss carryforwards. However, based on information currently available, the Company currently estimates that $80 million of the US net operating losses will not be able to be utilized and have reduced the Company's deferred tax asset accordingly. | |||
Neutron Energy Inc | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 1,600 | |||
United States | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 11,900 | |||
Capital loss carryforward | $ 104,400 | |||
United States | Minimum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | 2021 | |||
Capital loss carryforwards expiration year | 2022 | |||
United States | Maximum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | Indefinite availability | |||
Capital loss carryforwards expiration year | 2025 | |||
Australia | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 17,100 | |||
Turkey | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 3,800 | |||
Turkey | Minimum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | 2021 | |||
Turkey | Maximum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | 2024. | |||
Anatolia | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 13,300 |
FEDERAL INCOME TAXES - Schedu_3
FEDERAL INCOME TAXES - Schedule of Loss From Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loss from operations before income taxes | $ (13,913) | $ (6,004) |
United States | ||
Loss from operations before income taxes | (13,882) | (5,869) |
Australia | ||
Loss from operations before income taxes | 8 | (6) |
Turkey | ||
Loss from operations before income taxes | $ (39) | $ (129) |
FEDERAL INCOME TAXES - Schedu_4
FEDERAL INCOME TAXES - Schedule of Reconciliation of Expected Income Tax on Net Income at Statutory Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
FEDERAL INCOME TAXES. | ||||
Net loss | $ (13,913) | $ (6,004) | ||
Statutory tax rate | 21.00% | 21.00% | 21.00% | 35.00% |
Tax recovery at statutory rate | $ (2,922) | $ (1,261) | ||
State tax rate | 938 | (238) | ||
Foreign tax rate | 1 | (5) | ||
Change in US tax rates | 309 | (1,855) | ||
Other adjustments | (9) | (101) | ||
Capital loss carryforward adjustment | (21) | 388 | ||
Operating loss carryforward adjustment | (218) | (964) | ||
Operating loss Section 382 adjustment | 978 | |||
Anatolia Energy Ltd Share issue Cost adjustment | 270 | |||
Alabama Graphite Corporation conversion to US entity | 1,999 | |||
Derivative tax adjustment | (590) | |||
Nondeductible write-offs | 7 | (55) | ||
Sale of Uranium Entities | (10,553) | |||
Change in valuation allowance | $ 11,220 | 2,682 | ||
Income tax expense (recovery) |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Right-of-use lease asset | $ 353,000 | $ 470,000 | $ 595,870 |
Lease liability | 363,000 | 599,596 | |
Current portion of lease liabilities | $ 149,000 | 147,000 | |
Lease term using a discount rate | 9.50% | ||
Lease expense: | |||
Operating lease cost | $ 161,000 | ||
Supplemental cash flow information related to leases: | |||
Cash flows from operating leases | 153,000 | ||
Operating leases | 353,000 | ||
Supplemental balance sheet information related to leases: | |||
Operating lease right-of-use assets | 353,000 | ||
Current portion of lease liabilities | 149,000 | 147,000 | |
Operating lease liabilities - Long term portion | 214,000 | $ 332,000 | |
Total operating lease liabilities | $ 363,000 | $ 599,596 | |
Weighted Average Remaining Lease Term (in years) | 3 years | ||
Discount Rate | 9.50% | ||
Remaining undiscounted cash payments through 2023 | $ 406,000 | ||
Corporate office | |||
Lessee, Lease, Description [Line Items] | |||
Variable lease terms | Because these amounts are variable from year to year and not specifically set in the lease terms, they are not included in the measurement of the right-of-use asset and related lease liability, but rather expensed in the period incurred. | ||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||
Option to extend, renewal term | 3 years | ||
Continuing operations | |||
Lease expense: | |||
Operating lease cost | $ 155,000 | ||
Discontinued operations. | |||
Lease expense: | |||
Operating lease cost | $ 6,000 | ||
Minimum | Corporate offices, storage space and equipment | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year | ||
Maximum | Corporate offices, storage space and equipment | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 5 years | ||
Maximum | Land used in exploration and mining activities, office equipment, machinery, office space, storage and other | |||
Lessee, Lease, Description [Line Items] | |||
Term of contract | 1 year |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) - USD ($) | Dec. 31, 2020 | Jan. 01, 2019 |
Undiscounted cash payments: | ||
2021 | $ 156,000 | |
2022 | 158,000 | |
2023 | 92,000 | |
Total lease payments | 406,000 | |
(Less) imputed interest | (43,000) | |
Total operating lease liabilities | 363,000 | $ 599,596 |
Centennial, Colorado | ||
Undiscounted cash payments: | ||
Total lease payments | $ 400,000 |
GEOGRAPHIC AND SEGMENT INFORM_3
GEOGRAPHIC AND SEGMENT INFORMATION - Schedule of Segment Reporting Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Long-term assets by reportable segments | |||
Net Property, Plant and Equipment | $ 8,985,000 | $ 8,995,000 | |
Restricted cash | 10,000 | 10,000 | |
Operating lease right-of-use assets | 353,000 | 470,000 | $ 595,870 |
Total long-term assets | 9,348,000 | 9,475,000 | |
Statement of Operations, Loss before taxes | |||
Mineral property expenses | 34,000 | 320,000 | |
Product development expenses | 4,049,000 | 116,000 | |
General and administrative | 5,678,000 | 4,474,000 | |
Arbitration expenses | 1,458,000 | 1,378,000 | |
Depreciation and amortization | 17,000 | 6,000 | |
Total operating expenses | 11,236,000 | 6,294,000 | |
Loss from continuing operations | (11,236,000) | (6,294,000) | |
Other income (expense) | (2,676,000) | 290,000 | |
Net Loss from Continuing Operations | (13,912,000) | (6,004,000) | |
Corporate | |||
Long-term assets by reportable segments | |||
Net Property, Plant and Equipment | 13,000 | 23,000 | |
Operating lease right-of-use assets | 353,000 | 470,000 | |
Total long-term assets | 366,000 | 493,000 | |
Statement of Operations, Loss before taxes | |||
General and administrative | 5,204,000 | 4,131,000 | |
Arbitration expenses | 1,458,000 | 1,378,000 | |
Depreciation and amortization | 17,000 | 6,000 | |
Total operating expenses | 6,679,000 | 5,515,000 | |
Loss from continuing operations | (6,679,000) | (5,515,000) | |
Other income (expense) | (2,676,000) | 290,000 | |
Net Loss from Continuing Operations | (9,355,000) | (5,225,000) | |
Graphite | |||
Long-term assets by reportable segments | |||
Net Property, Plant and Equipment | 8,972,000 | 8,972,000 | |
Restricted cash | 10,000 | 10,000 | |
Total long-term assets | 8,982,000 | 8,982,000 | |
Statement of Operations, Loss before taxes | |||
Mineral property expenses | 34,000 | 320,000 | |
Product development expenses | 4,049,000 | 116,000 | |
General and administrative | 474,000 | 343,000 | |
Total operating expenses | 4,557,000 | 779,000 | |
Loss from continuing operations | (4,557,000) | (779,000) | |
Net Loss from Continuing Operations | $ (4,557,000) | $ (779,000) |
DISCONTINUED OPERATIONS - Carry
DISCONTINUED OPERATIONS - Carrying amounts of major classes of assets (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | |
Restricted Cash | $ 3,787 |
Net property, plant and equipment | 11,342 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent [Abstract] | |
Assets Held for Sale, non-current | 15,143 |
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | |
Current Liabilities Held for Sale | 900 |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent [Abstract] | |
Liabilities Held for Sale, non-current | 5,414 |
Uranium And Lithium Operations | Discontinued Operations, Held-for-sale or Disposed of by Sale | |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent [Abstract] | |
Net property, plant and equipment | 11,342 |
Operating lease right-of-use assets | 14 |
Restricted cash | 3,787 |
Assets Held for Sale, non-current | 15,143 |
Total Assets Held for Sale | 15,143 |
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | |
Asset retirement obligations - current | 894 |
Operating lease liability - current | 6 |
Current Liabilities Held for Sale | 900 |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent [Abstract] | |
Asset retirement obligations, net of current | 5,406 |
Operating lease liability, net of current | 8 |
Liabilities Held for Sale, non-current | 5,414 |
Total Liabilities Held for Sale | $ 6,314 |
DISCONTINUED OPERATIONS - Busin
DISCONTINUED OPERATIONS - Business segments included in discontinued operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sale of fixed assets | $ (2,665) | $ 729 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 8,799,190 | 1,961,086 |
Uranium And Lithium Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Mineral property expenses | $ (2,606) | $ (2,416) |
General and administrative expenses | (1,665) | (1,612) |
Accretion of asset retirement obligations | (201) | (390) |
Depreciation and amortization | (38) | (67) |
Impairment of uranium properties | (5,200) | (143) |
Interest income | 10 | 65 |
Gain on sale of fixed assets | 21 | 2 |
Other income (expense) | 17 | |
Net Loss from Discontinued Operations | $ (9,662) | $ (4,561) |
LOSS PER SHARE FROM DISCONTINUED OPERATIONS | $ (1.10) | $ (2.33) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 8,799,190 | 1,961,086 |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Uranium And Lithium Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accretion of asset retirement obligations | $ (201) | $ (390) |
Depreciation and amortization | (38) | (67) |
Discontinued Operations, Held-for-sale | Uranium And Lithium Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment of uranium properties | $ (5,200) | $ (143) |
DISCONTINUED OPERATIONS - Cash
DISCONTINUED OPERATIONS - Cash flow information (Details) - Uranium And Lithium Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation and amortization | $ 38 | $ 67 |
Accretion of asset retirement obligations | 201 | 390 |
Impairment of uranium properties | 5,200 | 143 |
Discontinued Operations, Held-for-sale or Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation and amortization | 38 | 67 |
Capital Expenditures | 81 | |
Accretion of asset retirement obligations | 201 | 390 |
Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairment of uranium properties | $ 5,200 | $ 143 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) $ in Thousands | Feb. 11, 2021 | Feb. 11, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Issuance of common stock, net | $ 63,614 | $ 6,652 | |||
Cash balances | 50,315 | 1,870 | |||
Subsequent Event | |||||
Issuance of common stock, net | $ 53,900 | ||||
Cash balances | $ 101,000 | $ 101,000 | |||
ATM Offering Agreement | Cantor Fitzgerald & Co | |||||
Issuance of common stock, net | $ 49,900 | $ 400 | |||
ATM Offering Agreement | Cantor Fitzgerald & Co | Subsequent Event | |||||
Number of common stock issued | 9,300,000 | ||||
Issuance of common stock, net | $ 47,300 | ||||
December 2020 PA | Lincoln Park | Subsequent Event | |||||
Number of common stock issued | 900,000 | ||||
Issuance of common stock, net | $ 6,600 |