Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Entity File Number | 001-33404 | |
Entity Registrant Name | WESTWATER RESOURCES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 75-2212772 | |
Entity Address, Address Line One | 6950 S. Potomac Street, Suite 300 | |
Entity Address, City or Town | Centennial | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 303 | |
Local Phone Number | 531-0516 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | WWR | |
Security Exchange Name | NYSEAMER | |
Entity's Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,835,885 | |
Entity Central Index Key | 0000839470 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 11,736 | $ 75,196 |
Prepaid and other current assets | 422 | 892 |
Total Current Assets | 12,158 | 76,088 |
Property, plant and equipment, at cost: | ||
Property, plant and equipment | 130,368 | 90,335 |
Less: Accumulated depreciation | (413) | (257) |
Net property, plant and equipment | 129,955 | 90,078 |
Operating lease right-of-use assets | 364 | 87 |
Finance lease right-of-use assets | 21 | |
Other long-term assets | 5,017 | 2,155 |
Total Assets | 147,515 | 168,408 |
Current Liabilities: | ||
Accounts payable | 6,397 | 23,008 |
Accrued liabilities | 2,424 | 1,963 |
Operating lease liability, current | 113 | 91 |
Finance lease liability, current | 5 | |
Total Current Liabilities | 8,939 | 25,062 |
Operating lease liability, net of current | 251 | |
Finance lease liability, net of current | 16 | |
Other long-term liabilities | 1,378 | 1,378 |
Total Liabilities | 10,584 | 26,440 |
Commitments and Contingencies (see note 8) | ||
Stockholders' Equity: | ||
Common stock, 100,000,000 shares authorized, $.001 par value Issued shares - 53,382,813 and 48,405,543, respectively Outstanding shares - 53,382,652 and 48,405,382, respectively | 53 | 48 |
Paid-in capital | 499,952 | 495,456 |
Accumulated deficit | (362,816) | (353,278) |
Less: Treasury stock (161 shares), at cost | (258) | (258) |
Total Stockholders' Equity | 136,931 | 141,968 |
Total Liabilities and Stockholders' Equity | $ 147,515 | $ 168,408 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
CONDENSED 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 | 53,382,813 | 48,405,543 |
Common stock, shares outstanding | 53,382,652 | 48,405,382 |
Treasury stock, shares | 161 | 161 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Expenses: | ||||
Product development expenses | $ (979) | $ (257) | $ (2,678) | $ (857) |
Exploration expenses | (145) | (235) | (260) | (644) |
General and administrative expenses | (2,499) | (2,611) | (7,572) | (7,466) |
Arbitration costs | (142) | |||
Mineral property expenses | (12) | (11) | (18) | (18) |
Depreciation and amortization | (56) | (43) | (163) | (99) |
Total operating expenses | (3,691) | (3,157) | (10,691) | (9,226) |
Non-Operating Income: | ||||
Other income (expense), net | 169 | (296) | 1,153 | (191) |
Total other income (expense) | 169 | (296) | 1,153 | (191) |
Net Loss | $ (3,522) | $ (3,453) | $ (9,538) | $ (9,417) |
BASIC AND DILUTED LOSS PER SHARE | ||||
LOSS PER SHARE, BASIC (in dollars per share) | $ (0.07) | $ (0.07) | $ (0.19) | $ (0.21) |
LOSS PER SHARE, DILUTED (in dollars per share) | $ (0.07) | $ (0.07) | $ (0.19) | $ (0.21) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC (in shares) | 52,989,857 | 47,462,656 | 51,197,516 | 43,807,123 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, DILUTED (in shares) | 52,989,857 | 47,462,656 | 51,197,516 | 43,807,123 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities: | ||
Net loss | $ (9,538) | $ (9,417) |
Reconciliation of net loss to cash used in operations: | ||
Non-cash lease expense | 100 | 103 |
Depreciation and amortization | 163 | 99 |
Stock compensation expense | 475 | 703 |
Effect of changes in operating working capital items: | ||
Increase in other long-term asses | (2,862) | |
Decrease (increase) in prepaids and other assets | 470 | (196) |
(Decrease) increase in payables and accrued liabilities | (995) | 119 |
Net Cash Used In Operating Activities | (12,187) | (8,589) |
Investing Activities: | ||
Capital expenditures | (55,292) | (31,968) |
Net Cash Used In Investing Activities | (55,292) | (31,968) |
Financing Activities: | ||
Issuance of common stock, net | 4,130 | 25,604 |
Payment of minimum withholding taxes on net share settlements of equity awards | (104) | (32) |
Payments on finance lease liabilities | (7) | |
Net Cash Provided By Financing Activities | 4,019 | 25,572 |
Net decrease in Cash and Cash Equivalents | (63,460) | (14,985) |
Cash and Cash Equivalents, Beginning of Period | 75,196 | 115,293 |
Cash and Cash Equivalents, End of Period | 11,736 | 100,308 |
Supplemental Cash Flow Information | ||
Non-cash right-of-use asset obtained in exchange for operating lease liability | 377 | |
Non-cash right-of-use asset obtained in exchange for finance lease liability | 28 | |
Accrued capital expenditures (at end of period) | 5,810 | 16,028 |
Total Supplemental Cash Flow Information | $ 6,215 | $ 16,028 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Paid-In Capital | Accumulated Deficit | Treasury Stock | Total |
Treasury stock | $ (258) | ||||
Balance at Dec. 31, 2021 | $ 35 | $ 468,578 | $ (342,157) | $ 126,198 | |
Balance, shares at Dec. 31, 2021 | 35,279,724 | ||||
Net loss | (9,417) | (9,417) | |||
Common stock issued, net of issuance costs | $ 13 | 25,591 | 25,604 | ||
Common stock issued, net of issuance costs (in shares) | 12,619,147 | ||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes | 703 | 703 | |||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes (in shares) | 167,972 | ||||
Minimum withholding taxes on net share settlements of equity awards | (32) | (32) | |||
Balance at Sep. 30, 2022 | $ 48 | 494,840 | (351,574) | 143,056 | |
Balance, shares at Sep. 30, 2022 | 48,066,843 | ||||
Treasury stock | (258) | ||||
Balance at Jun. 30, 2022 | $ 47 | 493,445 | (348,121) | 145,113 | |
Balance, shares at Jun. 30, 2022 | 47,218,863 | ||||
Net loss | (3,453) | (3,453) | |||
Common stock issued, net of issuance costs | $ 1 | 1,062 | 1,063 | ||
Common stock issued, net of issuance costs (in shares) | 796,781 | ||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes | 333 | 333 | |||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes (in shares) | 51,199 | ||||
Balance at Sep. 30, 2022 | $ 48 | 494,840 | (351,574) | 143,056 | |
Balance, shares at Sep. 30, 2022 | 48,066,843 | ||||
Treasury stock | (258) | ||||
Treasury stock | (258) | (258) | |||
Balance at Dec. 31, 2022 | $ 48 | 495,456 | (353,278) | 141,968 | |
Balance, shares at Dec. 31, 2022 | 48,405,543 | ||||
Net loss | (9,538) | (9,538) | |||
Common stock issued, net of issuance costs | $ 5 | 4,125 | 4,130 | ||
Common stock issued, net of issuance costs (in shares) | 4,594,981 | ||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes | 475 | 475 | |||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes (in shares) | 382,289 | ||||
Minimum withholding taxes on net share settlements of equity awards | (104) | (104) | |||
Balance at Sep. 30, 2023 | $ 53 | 499,952 | (362,816) | 136,931 | |
Balance, shares at Sep. 30, 2023 | 53,382,813 | ||||
Treasury stock | (258) | ||||
Balance at Jun. 30, 2023 | $ 52 | 498,449 | (359,294) | 138,949 | |
Balance, shares at Jun. 30, 2023 | 51,945,902 | ||||
Net loss | (3,522) | (3,522) | |||
Common stock issued, net of issuance costs | $ 1 | 1,149 | 1,150 | ||
Common stock issued, net of issuance costs (in shares) | 1,436,911 | ||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes | 354 | 354 | |||
Balance at Sep. 30, 2023 | $ 53 | $ 499,952 | $ (362,816) | 136,931 | |
Balance, shares at Sep. 30, 2023 | 53,382,813 | ||||
Treasury stock | $ (258) | $ (258) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements (the “Interim Financial Statements”) for Westwater Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying Interim Financial Statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. The Interim Financial Statements are unaudited. In the opinion of management, all adjustments (which are of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2023. Reclassification Certain amounts of non-cash lease expense within the Operating Activities section of the Condensed Consolidated Statement of Cash Flows as of September 30, 2022 have been reclassified to conform to the September 30, 2023 presentation. These reclassifications did not result in any changes in the net cash used in operating activities, net loss or changes in stockholders’ equity for the three and nine months ended September 30, 2023. Significant Accounting Policies Significant accounting policies are detailed in Note 1, Summary of Significant Accounting Policies Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which is effective for interim and annual periods beginning after December 15,2022. ASU 2016-13 changed 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 are required to estimate lifetime expected credit losses and recognize an allowance against the related instruments. For available for sale debt securities, companies are required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. This update results in earlier recognition of losses and impairments. The adoption of ASU 2016-13 did not result in a material impact to our Interim Financial Statements. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to ASC 326, Financial Instruments – Credit Losses,” which is effective for interim and annual periods beginning after December 15, 2022, and clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases are accounted for in accordance with ASC 842, Leases. The adoption of ASU 2018-19 did not result in a material impact to our Interim Financial Statements. In July 2023, the FASB issued ASU 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement – Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation – Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 – General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” These updates were immediately effective and did not have a material impact on our Interim Financial Statements. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
LIQUIDITY AND GOING CONCERN. | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN The Interim Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or may be unable to meet its obligations as they become due within one year after the date that these Interim Financial Statements were issued. Management considered the following events and conditions in its going concern analysis. 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. During the quarter ended September 30, 2023, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, while the Company has continued certain construction activities related to Phase I of the Kellyton Graphite Plant, those activities have been reduced from anticipated levels until the requisite additional funding needed to complete Phase I of the Kellyton Graphite Plant is in place. The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider through the date of such termination. In its going concern analysis, the Company considered construction activity and related costs through the date that the Interim Financial Statements were issued, and the Company’s planned non-discretionary expenditures for one year past the issue date of these Interim Financial Statements, which, in the aggregate, exceed the cash on hand as of the date of these Interim Financial Statements, excluding external funding opportunities and the Company’s current equity facilities. On September 30, 2023, the Company’s cash balance was approximately $11.7 million. During the nine months ended September 30, 2023, the Company sold 4.6 million shares of common stock for net proceeds of $4.1 million pursuant to the ATM Offering Agreement and 2020 Lincoln Park PA (see Note 4). The Company has historically relied, and expects to continue to rely, on debt and equity financing to fund its operations and business plan until operations commence at the Kellyton Graphite Plant. Along with evaluating the continued use of the ATM Offering Agreement and the 2020 Lincoln Park PA, the Company is considering other forms of project financing to fund the construction of the Kellyton Graphite Plant. The alternative sources of project financing could include, but are not limited to, project debt, convertible debt, or pursuing a partnership or joint venture. If funds are not available to fund the construction of Phase I of the Kellyton Graphite Plant under the Company’s financing facilities or through alternative financing sources, the Company may be required to further reduce or severely curtail operations, change its planned business development strategies related to the Coosa Graphite Deposit and Phase I of the Kellyton Graphite Plant, alter the construction and commissioning timeline of Phase I of the Kellyton Graphite Plant, or put the construction of Phase I on hold until additional funding is obtained. If the Company is required to abandon construction and development or alter its intended long-term plans related to the Kellyton Graphite Plant, the Company could be required to evaluate the recoverability of its long-lived assets. While the Company has utilized its equity facilities to advance its business plan and has been successful in the past 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 in amounts sufficient to meet the needs of, or on terms acceptable to, the Company. Recent declines in the equity and debt capital markets, high interest rates, inflation, generally uncertain economic conditions and unstable geopolitical conditions could significantly impact the Company’s ability to access the necessary funding to advance its business plan. Further, on March 13, 2023, the Company filed a prospectus supplement to its existing shelf registration statement on Form S-3 (the “Registration Statement”) and as a result, the Company’s access to the available capacity under the Registration Statement, is now subject to General Instruction I.B.6 of Form S-3, which limits the amount that the Company may sell under the Registration Statement. As of September 30, 2023, after giving effect to these limitations and the current public float of our common stock, and after giving effect to the terms of the ATM Offering Agreement, we currently may offer and sell shares of our common stock having an aggregate offering price of up to approximately $17.3 million under the ATM Offering Agreement, which amount is in addition to the shares of common stock that we have sold to date in accordance with the ATM Offering Agreement under the Registration Statement and prospectus supplements thereto. If our public float increases such that we may sell additional amounts under the ATM Offering Agreement and the Registration Statement, we will file another prospectus supplement prior to making additional sales. When considering the above events and conditions in the aggregate, the Company believes such events and conditions raise substantial doubt about its ability to continue as a going concern within one year after the date that these Interim Financial Statements were issued. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY, PLANT AND EQUIPMENT. | |
PROPERTY, PLANT AND EQUIPMENT | 3. PROPERTY, PLANT AND EQUIPMENT Net Book Value of Property, Plant and Equipment at September 30, 2023 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ — $ 8,972 Other property, plant and equipment 5,742 19 5,761 Construction in progress 115,222 — 115,222 Total $ 129,936 $ 19 $ 129,955 Net Book Value of Property, Plant and Equipment at December 31, 2022 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ — $ 8,972 Other property, plant and equipment 5,745 24 5,769 Construction in progress 75,337 — 75,337 Total $ 90,054 $ 24 $ 90,078 Construction in Progress Construction in progress represents assets that are not ready for service or are in the construction stage. Assets are depreciated based on the estimated useful life of the asset once it is placed in service. Impairment of Property, Plant and Equipment 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. For the nine months ended September 30, 2023, no events or changes in circumstance are believed to have impacted recoverability of the Company’s long-lived assets. Accordingly, it was determined that no interim impairment was necessary. As discussed in Note 2, |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2023 | |
COMMON STOCK. | |
COMMON STOCK | 4. COMMON STOCK Common Stock Issued, Net of Issuance Costs December 2020 Purchase Agreement with Lincoln Park Capital Fund, LLC On December 4, 2020, the Company entered into the 2020 Lincoln Park PA with Lincoln Park to place up to either $100.0 million or 16.0 million shares in the aggregate of the Company’s common stock on an ongoing basis 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 2020 Lincoln Park 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 on the price Lincoln Park may pay to purchase common stock. The Lincoln Park PA may be terminated by the Company at any time, in its sole discretion, without any additional cost or penalty. The 2020 Lincoln Park 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 NYSE American Stock Exchange (“NYSE American”). In particular, NYSE American General Rule 713(a) provides that the Company may not issue or sell more than 19.99% of the number of shares of the Company’s common stock that were outstanding immediately prior to the execution of the 2020 Lincoln Park PA unless (i) shareholder approval is obtained or (ii) the average price of all applicable sales of common stock to Lincoln Park under the 2020 Lincoln Park PA, equals or exceeds $6.15. The Company held its 2021 Annual Shareholders Meeting on May 21, 2021 and obtained shareholder approval for the issuance of more than 19.99% of the shares of the Company’s common stock outstanding under the 2020 Lincoln Park PA. 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 2020 Lincoln Park PA if it would result in Lincoln Park beneficially owning more than 9.99% of the Company’s common stock at any one point in time. Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. On April 14, 2017, the Company entered into the ATM Offering Agreement with Cantor acting as the 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 the three and nine months ended September 30, 2023, the Company sold 1.4 million and 3.7 million shares of common stock for net proceeds of $1.2 million and $3.3 million, respectively, pursuant to the ATM Offering Agreement. The Company sold 0.8 million and 12.6 million shares of common stock for net proceeds of $1.1 million and $25.6 million, respectively, pursuant to the ATM Offering Agreement for the three and nine months ended September 30, 2022. Sales made under the ATM Offering Agreement are made pursuant to the prospectus supplement filed March 13, 2023 which amends and supplements the prospectus supplement filed pursuant to Rule 424(b)(5), which registered for sale up to a total of $50.0 million of the Company’s common stock, which was filed on August 20, 2021 as a takedown off the Company’s Registration Statement, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 8, 2021. The Company is subject to General Instruction I.B.6 of Form S-3, which limits the amount that we may sell under the Registration Statement. After giving effect to these limitations and the current public float of our common stock, and after giving effect to the terms of the ATM Offering Agreement, we currently may offer and sell shares of our common stock having an aggregate offering price of up to approximately $17.3 million under the ATM Offering Agreement, which amount is in addition to the shares of common stock that we have sold to date in accordance with the ATM Offering Agreement under the Registration Statement and prospectus supplements thereto. If our public float increases such that we may sell additional amounts under the ATM Offering Agreement and the Registration Statement, we will file another prospectus supplement prior to making additional sales. As of September 30, 2023, the Company has received total gross proceeds of $32.6 million under the ATM Offering Agreement. Of the total gross proceeds received, $1.9 million has been received while the Company has been subject to General Instruction I.B.6 of Form S-3 discussed above. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 5. 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 Employment Inducement Incentive Award Plan (the “Inducement Plan”). On May 10, 2023, the Company’s stockholders approved an amendment to the 2013 Plan to increase the authorized number of shares of common stock available and reserved for issuance under the 2013 Plan by 1,500,000 shares. Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards, 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. 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 September 30, 2023, 602,629 shares were available for future issuances under the 2013 Plan. The Inducement Plan provides for the grant of equity-based awards, including restricted stock units, restricted stock, performance shares and performance units. Under the Inducement Plan, the Company may grant equity awards for the sole purpose of recruiting and hiring new employees. As of September 30, 2023, 114,429 shares were available for future issuances under the Inducement Plan. The Company has elected to account for forfeitures as they occur rather than estimating forfeitures. Expense associated with an award that is forfeited prior to vesting will be reversed accordingly. For the three and nine months ended September 30, 2023 the Company recorded stock-based compensation expense of $0.4 million and $0.5 million, respectively, compared to $0.3 million and $0.7 million, respectively, for the same periods in 2022. Stock compensation expense is recorded in general and administrative expenses. Stock Options Stock options are valued using the Black-Scholes option pricing model on the date of grant. The Company accounts for forfeitures upon occurrence. The following table summarize stock options outstanding and changes for the nine months ended September 30, 2023: September 30, 2023 September 30, 2022 Weighted Weighted Number of Average Number of Average Stock Exercise Stock Exercise Options Price Options Price Stock options outstanding at beginning of period 356,296 $ 5.06 277,576 $ 6.18 Granted 117,637 1.01 78,720 1.09 Canceled or forfeited (49,107) 16.07 — — Stock options outstanding at end of period 424,826 2.66 356,296 5.06 Stock options exercisable at end of period 307,189 $ 3.29 277,576 $ 6.18 All options outstanding for the nine months ended September 30, 2023, were issued under the 2013 Plan. The weighted average remaining term for stock options outstanding as of September 30, 2023, is approximately 8.0 years. As of September 30, 2023, the Company had less than $0.1 million of unrecognized compensation costs related to non-vested stock options that will be recognized over a period of approximately nine months. 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 Company accounts for forfeitures upon occurrence. The following table summarizes RSU activity for the nine months ended September 30, 2023 and 2022: September 30, September 30, 2023 2022 Weighted- Weighted- Average Average Number of Grant Date Number of Grant Date RSUs Fair Value RSUs Fair Value Unvested RSUs at beginning of period 1,207,872 $ 1.40 385,004 $ 3.18 Granted 1,473,716 1.00 1,168,003 1.16 Forfeited/Expired (432,587) 1.67 (225,091) 2.39 Vested (491,770) 1.16 (181,991) 2.31 Unvested RSUs at end of period 1,757,231 $ 1.05 1,145,925 $ 1.42 As of September 30, 2023, the Company had $0.9 million of unrecognized compensation costs related to non-vested restricted stock units that will be recognized over a period of approximately 2.25 years. |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | 6. OTHER INCOME (EXPENSE), NET For the three and nine months ended September 30, 2023, the Company had the following components within other income (expense), net. For the Three Months Ended For the Nine Months Ended September 30, September 30, (thousands of dollars) 2023 2022 2023 2022 Other income (expense): Foreign exchange loss $ (18) $ (649) $ (45) $ (645) Interest income 200 352 1,211 453 Other income (expense) (13) 1 (13) 1 Total other income (expense), net $ 169 $ (296) $ 1,153 $ (191) |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 7. EARNINGS PER SHARE Basic and diluted loss per common share have been calculated based on the weighted-average shares outstanding during the period. Additionally, 2,182,057 potentially dilutive shares, comprised of unvested RSUs and outstanding stock options at the end of the period, were excluded from the calculation of earnings per share because the effect on the basic income per share would be anti-dilutive, as the Company had a net loss for the three and nine months ended September 30, 2023. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Future operations on the Company’s properties are subject to federal and state regulations for the protection of the environment, including air and water quality. The Company evaluates the status of current environmental laws and their potential impact on current operating costs and accrual for future costs. The Company believes its operations are materially compliant with current, applicable environmental regulations. 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. We do not expect that such settlements will, individually or in the aggregate, have a material effect on our financial position, results of operations or cash flows. On December 13, 2018, Westwater filed a Request for Arbitration against the Republic of Turkey before the International Centre for the Settlement of Investment Disputes (“ICSID”), pursuant to the Treaty between the United States of America and the Republic of Turkey concerning the Reciprocal Encouragement and Protection of Investments (the “Treaty”), seeking damages and other relief. The Request for Arbitration was filed as a result of the Republic of Turkey’s unlawful actions against the Company’s licenses for the Temrezli and Sefaatli uranium projects owned by Westwater’s Turkish subsidiary Adur Madencilik Limited Sirketi (“Adur”). Specifically, in June 2018, the Turkish government cancelled all of Adur’s exploration and operating licenses with retroactive effect, rendering Westwater’s investment in Adur effectively worthless. On March 3, 2023, the arbitral tribunal issued its final award in the proceeding. The tribunal agreed with Westwater that Westwater’s investment in Turkey was protected by the Treaty, and that Turkey’s cancellation of the Company’s licenses for the Temrezli and Sefaatli uranium projects owned by Adur amounted to an expropriation of Westwater’s investment in violation of Turkey’s obligations under the Treaty. The tribunal disagreed with Westwater’s projections of what its investment was worth and how much the investment would have returned if Turkey had not cancelled the licenses. The tribunal’s award requires Turkey to pay Westwater approximately $1.3 million in damages, approximately $3.7 million to reimburse Westwater for its fees, expenses and costs of the arbitration, and interest in an amount yet to be determined. In Westwater’s arbitration proceeding against the Republic of Turkey, subsequent to the issuance of the tribunal’s decision on March 3, 2023, Westwater filed a Notice of Rectification on April 14, 2023. Turkey filed its response on May 19, 2023; Westwater filed its reply on June 2, 2023; and Turkey filed its rejoinder on June 14, 2023. The Notice of Rectification sought to correct an error in the tribunal’s calculation of the amount of the award. On July 27, 2023, the tribunal issued its decision, denied Westwater’s request for rectification, and awarded Turkey approximately $54 thousand for its costs. As of September 30, 2023, Westwater has not recognized the tribunal’s award in its consolidated financial statements. Recognition of the tribunal’s award in Westwater’s consolidated financial statements occurs when and if collection is probable. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
LEASES | |
LEASES | 9. LEASES The Company’s lease portfolio consists of an operating lease for the corporate office (the “office lease”) and other small operating and finance leases for office equipment in the Alabama office. In May 2023, the office lease was extended for an additional three years, effective August 2023. The Company accounted for the lease extension as a lease modification. The office lease includes an option to extend the lease term for an additional three years, however, the renewal option and any option to terminate is not reasonably certain as of September 30, 2023. Under our office lease, a component of our payment is to cover our proportion of the building’s operating expenses. Because these amounts are related to common area maintenance of the leased space, they are considered a non-lease component and are not included in the measurement of the right-of-use asset and related lease liability, but rather expensed in the period incurred. The remaining lease terms for the office equipment leases ranges from 2.6 to 3.8 years. The Company is party to several leases that have terms that are less than a year in length. These include leases for land used in exploration activities, office equipment, machinery, office space, storage and other. The Company has elected the short-term lease exemption 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. In addition, the Company holds several leases related to mineral exploration and production to which it has not applied the new leasing standard. Leases to explore or use minerals and similar nonregenerative resources are specifically excluded by ASC 842, “Leases.” 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 were recognized at the commencement date of the lease based on the present value of lease payments over the lease term using discount rates that range from 3.00% to 12.00%. These rates are either implicit within the lease contract or reflected at the Company’s estimated incremental borrowing rate at the lease commencement dates. For equipment leases that contain a variable lease component, the variable payment is typically based upon the amount of use of the leased equipment. For our office lease, the variable lease payment is based on the Company’s estimated portion of the total operating expenses of the building. The components of lease cost are as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, (thousands of dollars) 2023 2022 2023 2022 Operating lease cost $ 38 $ 38 $ 117 115 Finance lease cost Amortization of right-of-use assets 1 — 7 — Interest on lease liabilities — — 1 — Total finance lease cost 1 — 8 — Variable lease costs 5 3 16 10 Lease cost $ 44 $ 41 $ 141 $ 125 Supplemental cash flow information related to the Company’s leases are as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, (thousands of dollars) 2023 2022 2023 2022 Cash paid for amounts included in lease liabilities: Operating cash flows from operating leases $ 29 $ 40 $ 105 $ 115 Operating cash flows from finance leases $ — $ — $ 1 $ — Financing cash flows from finance leases $ — $ — $ 7 $ — Weighted-average remaining lease term and discount rate for the Company’s operating lease are as follows: Operating Leases Finance Leases Weighted average remaining lease term (in years) 2.8 3.8 Weighted average discount rate 11.8 % 3.0 % Lease Payments by Year (in thousands) Operating Leases Finance Leases 2023 (remainder of year) $ 37 $ 2 2024 147 6 2025 150 6 2026 88 6 2027 — 3 Total lease payments 422 23 Less imputed interest (58) (2) Total $ 364 $ 21 As of September 30, 2023, 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 the Company’s corporate office in Centennial, Colorado, with $0.4 million remaining in undiscounted cash payments through the end of the lease term in 2026. As of September 30, 2023, the Company has entered into certain leases that have not yet commenced. Each of the leases relate to equipment to be used at the Kellyton Graphite Plant and will commence in the last quarter of 2023 with lease terms of 5 years. The net present value of such leases is $1.1 million. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
INVENTORY | |
INVENTORY | 10. INVENTORY Inventory consisted of raw material of natural flake graphite concentrate provided by a third-party vendor totaling $4.6 million as of September 30, 2023. The full amount of inventory is within the “ Other long-term assets” |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
BASIS OF PRESENTATION | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements (the “Interim Financial Statements”) for Westwater Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying Interim Financial Statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. The Interim Financial Statements are unaudited. In the opinion of management, all adjustments (which are of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2023. |
Reclassification | Reclassification Certain amounts of non-cash lease expense within the Operating Activities section of the Condensed Consolidated Statement of Cash Flows as of September 30, 2022 have been reclassified to conform to the September 30, 2023 presentation. These reclassifications did not result in any changes in the net cash used in operating activities, net loss or changes in stockholders’ equity for the three and nine months ended September 30, 2023. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which is effective for interim and annual periods beginning after December 15,2022. ASU 2016-13 changed 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 are required to estimate lifetime expected credit losses and recognize an allowance against the related instruments. For available for sale debt securities, companies are required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. This update results in earlier recognition of losses and impairments. The adoption of ASU 2016-13 did not result in a material impact to our Interim Financial Statements. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to ASC 326, Financial Instruments – Credit Losses,” which is effective for interim and annual periods beginning after December 15, 2022, and clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases are accounted for in accordance with ASC 842, Leases. The adoption of ASU 2018-19 did not result in a material impact to our Interim Financial Statements. In July 2023, the FASB issued ASU 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement – Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation – Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 – General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” These updates were immediately effective and did not have a material impact on our Interim Financial Statements. |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY, PLANT AND EQUIPMENT. | |
Net Book Value of Property, Plant and Equipment | Net Book Value of Property, Plant and Equipment at September 30, 2023 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ — $ 8,972 Other property, plant and equipment 5,742 19 5,761 Construction in progress 115,222 — 115,222 Total $ 129,936 $ 19 $ 129,955 Net Book Value of Property, Plant and Equipment at December 31, 2022 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ — $ 8,972 Other property, plant and equipment 5,745 24 5,769 Construction in progress 75,337 — 75,337 Total $ 90,054 $ 24 $ 90,078 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
STOCK-BASED COMPENSATION | |
Summary of Stock Options Outstanding | September 30, 2023 September 30, 2022 Weighted Weighted Number of Average Number of Average Stock Exercise Stock Exercise Options Price Options Price Stock options outstanding at beginning of period 356,296 $ 5.06 277,576 $ 6.18 Granted 117,637 1.01 78,720 1.09 Canceled or forfeited (49,107) 16.07 — — Stock options outstanding at end of period 424,826 2.66 356,296 5.06 Stock options exercisable at end of period 307,189 $ 3.29 277,576 $ 6.18 |
Summary of RSU Activity | September 30, September 30, 2023 2022 Weighted- Weighted- Average Average Number of Grant Date Number of Grant Date RSUs Fair Value RSUs Fair Value Unvested RSUs at beginning of period 1,207,872 $ 1.40 385,004 $ 3.18 Granted 1,473,716 1.00 1,168,003 1.16 Forfeited/Expired (432,587) 1.67 (225,091) 2.39 Vested (491,770) 1.16 (181,991) 2.31 Unvested RSUs at end of period 1,757,231 $ 1.05 1,145,925 $ 1.42 |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of total other income (expense), net | For the Three Months Ended For the Nine Months Ended September 30, September 30, (thousands of dollars) 2023 2022 2023 2022 Other income (expense): Foreign exchange loss $ (18) $ (649) $ (45) $ (645) Interest income 200 352 1,211 453 Other income (expense) (13) 1 (13) 1 Total other income (expense), net $ 169 $ (296) $ 1,153 $ (191) |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
LEASES | |
Schedule of Components of lease expense | For the Three Months Ended For the Nine Months Ended September 30, September 30, (thousands of dollars) 2023 2022 2023 2022 Operating lease cost $ 38 $ 38 $ 117 115 Finance lease cost Amortization of right-of-use assets 1 — 7 — Interest on lease liabilities — — 1 — Total finance lease cost 1 — 8 — Variable lease costs 5 3 16 10 Lease cost $ 44 $ 41 $ 141 $ 125 |
Schedule of Supplemental Cash Flow Information Related to Leases | For the Three Months Ended For the Nine Months Ended September 30, September 30, (thousands of dollars) 2023 2022 2023 2022 Cash paid for amounts included in lease liabilities: Operating cash flows from operating leases $ 29 $ 40 $ 105 $ 115 Operating cash flows from finance leases $ — $ — $ 1 $ — Financing cash flows from finance leases $ — $ — $ 7 $ — |
Schedule of Weighted-average Remaining Lease Term and Discount Rate for Operating Leases | Operating Leases Finance Leases Weighted average remaining lease term (in years) 2.8 3.8 Weighted average discount rate 11.8 % 3.0 % |
Schedule of Maturities of Lease Liabilities for Operating Leases | Lease Payments by Year (in thousands) Operating Leases Finance Leases 2023 (remainder of year) $ 37 $ 2 2024 147 6 2025 150 6 2026 88 6 2027 — 3 Total lease payments 422 23 Less imputed interest (58) (2) Total $ 364 $ 21 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Jul. 08, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash and cash equivalents | $ 11,736 | $ 11,736 | $ 75,196 | |||
Issuance of common stock, net | 4,130 | $ 25,604 | ||||
Aggregate offering price | $ 1,150 | $ 1,063 | $ 4,130 | $ 25,604 | ||
Substantial Doubt about Going Concern, within One Year [true false] | true | |||||
ATM Offering Agreement and 2020 Lincoln Park PA | ||||||
Number of common stock issued | 4.6 | |||||
Issuance of common stock, net | $ 4,100 | |||||
ATM Offering Agreement | ||||||
Issuance of common stock, net | $ 50,000 | |||||
ATM Offering Agreement | Maximum | ||||||
Aggregate offering price | $ 17,300 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Net Book Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | $ 129,955 | $ 90,078 |
Mineral rights and properties | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 8,972 | 8,972 |
Other property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 5,761 | 5,769 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 115,222 | 75,337 |
Alabama | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 129,936 | 90,054 |
Alabama | Mineral rights and properties | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 8,972 | 8,972 |
Alabama | Other property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 5,742 | 5,745 |
Alabama | Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 115,222 | 75,337 |
Corporate | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 19 | 24 |
Corporate | Other property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | $ 19 | $ 24 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Construction in Progress & Impairment of Property, Plant and Equipment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
PROPERTY, PLANT AND EQUIPMENT. | |
Impairment | $ 0 |
COMMON STOCK - Common Stock Iss
COMMON STOCK - Common Stock Issued, Net of Issuance Costs (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Jul. 08, 2021 | May 21, 2021 | Dec. 04, 2020 | Apr. 14, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Net proceeds from common stock | $ 4,130 | $ 25,604 | |||||||
Aggregate offering price | $ 1,150 | $ 1,063 | $ 4,130 | $ 25,604 | |||||
Common stock, shares issued | 53,382,813 | 53,382,813 | 48,405,543 | ||||||
Aggregate proceeds | $ 53 | $ 53 | $ 48 | ||||||
2020 Lincoln Park PA | |||||||||
Maximum aggregate offering price | $ 100,000 | ||||||||
Registered share available for future sales | 16,000,000 | ||||||||
Period for financing from common stock | 36 months | ||||||||
Number of common stock issued | 0 | 0 | 900,000 | 0 | |||||
Net proceeds from common stock | $ 800 | ||||||||
Threshold average sale price per share of common stock | $ 6.15 | ||||||||
Minimum percentage considered for not to sale common stock | 9.99% | ||||||||
Common stock, shares issued | 7,100,000 | 7,100,000 | |||||||
2020 Lincoln Park PA | Minimum | |||||||||
Percentage of common stock issuable | 19.99% | ||||||||
2020 Lincoln Park PA | Maximum | |||||||||
Percentage of common stock issuable | 19.99% | ||||||||
ATM Offering Agreement | |||||||||
Net proceeds from common stock | $ 50,000 | ||||||||
ATM Offering Agreement | Maximum | |||||||||
Aggregate offering price | $ 17,300 | ||||||||
ATM Offering Agreement | Cantor Fitzgerald & Co | |||||||||
Number of common stock issued | 1,400,000 | 800,000 | 3,700,000 | 12,600,000 | |||||
Net proceeds from common stock | $ 1,200 | $ 1,100 | $ 3,300 | $ 25,600 | |||||
Gross proceeds during the company subject to General Instruction I.B.6 of Form S-3 | 1,900 | ||||||||
Aggregate proceeds | $ 32,600 | 32,600 | |||||||
ATM Offering Agreement | Cantor Fitzgerald & Co | Maximum | |||||||||
Net proceeds from common stock | $ 17,300 | ||||||||
Sales commission percentage | 2.50% |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
May 10, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0.4 | $ 0.3 | $ 0.5 | $ 0.7 | |
Weighted average remaining term for stock options outstanding | 8 years | ||||
Unrecognized compensation costs related to non-vested stock options, period recognized | 9 months | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs related to non-vested stock units | 0.9 | $ 0.9 | |||
Unrecognized compensation costs related to non-vested stock options, period recognized | 2 years 3 months | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs related to non-vested stock options | $ 0.1 | $ 0.1 | |||
2013 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional authorized number of shares available and reserved for issuance | 1,500,000 | ||||
Number of common stock shares reserved for future issuance | 602,629 | 602,629 | |||
2013 Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option vesting period | 10 years | ||||
Inducement Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock shares reserved for future issuance | 114,429 | 114,429 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock Options Outstanding (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
STOCK-BASED COMPENSATION | ||
Number of stock options outstanding, Beginning of period | 356,296 | 277,576 |
Number of stock options outstanding, Granted | 117,637 | 78,720 |
Number of stock options outstanding, Canceled or forfeited | (49,107) | 0 |
Number of stock options outstanding, End of period | 424,826 | 356,296 |
Number of stock options Exercisable, End of period | 307,189 | 277,576 |
Weighted average exercise price, Beginning of period | $ 5.06 | $ 6.18 |
Weighted average exercise price, Granted | 1.01 | 1.09 |
Weighted average exercise price, Canceled or forfeited | 16.07 | 0 |
Weighted average exercise price, End of period | 2.66 | 5.06 |
Weighted average exercise price Exercisable, End of period | $ 3.29 | $ 6.18 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - Restricted Stock Units - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of RSUs, Unvested beginning of period | 1,207,872 | 385,004 |
Number of RSUs, Granted | 1,473,716 | 1,168,003 |
Number of RSUs, Forfeited/Expired | (432,587) | (225,091) |
Number of RSUs, Vested | (491,770) | (181,991) |
Number of RSUs, Unvested end of period | 1,757,231 | 1,145,925 |
Weighted Average Grant Date Fair Value, Unvested RSUs beginning of period | $ 1.40 | $ 3.18 |
Weighted Average Grant Date Fair Value, Granted | 1 | 1.16 |
Weighted Average Grant Date Fair Value, Forfeited/Expired | 1.67 | 2.39 |
Weighted Average Grant Date Fair Value, Vested | 1.16 | 2.31 |
Weighted Average Grant Date Fair Value, Unvested RSUs end of period | $ 1.05 | $ 1.42 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other income (expense): | ||||
Foreign exchange loss | $ (18) | $ (649) | $ (45) | $ (645) |
Interest income | 200 | 352 | 1,211 | 453 |
Other income (expense) | (13) | 1 | (13) | 1 |
Total other income (expense), net | $ 169 | $ (296) | $ 1,153 | $ (191) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
EARNINGS PER SHARE | |
Potentially dilutive shares | 2,182,057 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 9 Months Ended | ||
Jul. 27, 2023 | Mar. 03, 2023 | Sep. 30, 2023 | |
Loss Contingencies [Line Items] | |||
Amount awarded to Turkey | $ 54,000 | ||
Arbitration against the Republic of Turkey | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Lawsuit Filing Date | December 13, 2018 | ||
Loss Contingency, Name of Defendant | Republic of Turkey | ||
Loss Contingency, Name of Plaintiff | Westwater | ||
Loss Contingency, Allegations | The Request for Arbitration was filed as a result of the Republic of Turkey’s unlawful actions against the Company’s licenses for the Temrezli and Sefaatli uranium projects owned by Westwater’s Turkish subsidiary Adur Madencilik Limited Sirketi (“Adur”). Specifically, in June 2018, the Turkish government cancelled all of Adur’s exploration and operating licenses with retroactive effect, rendering Westwater’s investment in Adur effectively worthless. | ||
Awarded amount for damages | $ 1,300,000 | ||
Awarded amount for fees, expenses and costs of the arbitration and interest in an amount yet to be determined | $ 3,700,000 | ||
Amount recognized in Westwater's consolidated financial statements | $ 0 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
May 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Option to Terminate | the renewal option and any option to terminate is not reasonably certain | ||
Operating lease right-of-use assets | $ 364 | $ 87 | |
Lease liability | 364 | ||
Operating lease liability, current | 113 | $ 91 | |
Total lease payments | $ 422 | ||
Lease not yet commenced, Term | 5 years | ||
Net present value of lease not yet commenced | $ 1,100 | ||
Centennial, Colorado | |||
Lessee, Lease, Description [Line Items] | |||
Total lease payments | $ 400 | ||
Corporate office | |||
Lessee, Lease, Description [Line Items] | |||
Lease extension term | 3 years | ||
Lessee, Operating Lease, Assumptions and Judgments, Allocation of Lease and Nonlease Component | Because these amounts are related to common area maintenance of the leased space, they are considered a non-lease component and 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 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term using a discount rate | 3% | ||
Minimum | Office equipment | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 2 years 7 months 6 days | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term using a discount rate | 12% | ||
Maximum | Office equipment | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 3 years 9 months 18 days | ||
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 - Lease cost (Details)
LEASES - Lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
LEASES | ||||
Operating lease cost | $ 38 | $ 38 | $ 117 | $ 115 |
Finance lease cost, Amortization of right-of-use assets | 1 | 7 | ||
Finance lease cost, Interest on lease liabilities | 1 | |||
Total finance lease cost | 1 | 8 | ||
Variable lease costs | 5 | 3 | 16 | 10 |
Lease cost | $ 44 | $ 41 | $ 141 | $ 125 |
LEASES - Supplemental informati
LEASES - Supplemental information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental cash flow information related to leases: | ||||
Operating cash flows from operating leases | $ 29 | $ 40 | $ 105 | $ 115 |
Operating cash flows from finance leases | 1 | |||
Financing cash flows from finance leases | $ 7 | |||
Operating Leases, Weighted average remaining lease term (in years) | 2 years 9 months 18 days | 2 years 9 months 18 days | ||
Operating Leases, Weighted average discount rate | 11.80% | 11.80% | ||
Finance Lease, Weighted average remaining lease term (in years) | 3 years 9 months 18 days | 3 years 9 months 18 days | ||
Finance Lease, Weighted average discount rate | 3% | 3% |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Lease payments by year, Operating leases | |
2023 (remainder of year) | $ 37 |
2024 | 147 |
2025 | 150 |
2026 | 88 |
Total lease payments | 422 |
Less imputed interest | (58) |
Total operating lease liabilities | 364 |
Lease payments by year, Finance leases | |
2023 (remainder of year) | 2 |
2024 | 6 |
2025 | 6 |
2026 | 6 |
2027 | 3 |
Total lease payments | 23 |
Less imputed interest | (2) |
Total finance lease liabilities | $ 21 |
INVENTORY (Details)
INVENTORY (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
INVENTORY | ||
Raw material | $ 4,600 | $ 4,600 |
Inventory write down | $ 0 | $ 0 |