Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 19, 2024 | Jun. 30, 2023 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 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, par value $0.001 per share | ||
Trading Symbol | WWR | ||
Security Exchange Name | NYSEAMER | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 42,172,686 | ||
Entity Common Stock, Shares Outstanding | 56,901,933 | ||
Documents incorporated by reference | specified portions of Westwater Resources, Inc.’s Definitive Proxy Statement on Schedule 14A relating to its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III where indicated. Westwater Resource, Inc.’s Definitive Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Auditor Name | Moss Adams LLP | ||
Auditor Firm ID | 659 | ||
Auditor Location | Denver, Colorado | ||
Entity Central Index Key | 0000839470 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 10,852 | $ 75,196 |
Prepaid and other current assets | 762 | 892 |
Total Current Assets | 11,614 | 76,088 |
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment | 132,870 | 90,335 |
Less: Accumulated depreciation | (470) | (257) |
Net property, plant and equipment | 132,400 | 90,078 |
Operating lease right-of-use assets | 336 | 87 |
Finance lease right-of-use assets | 20 | |
Other long-term assets | 5,461 | 2,155 |
Total Assets | 149,831 | 168,408 |
Current Liabilities: | ||
Accounts payable | 5,957 | 23,008 |
Accrued liabilities | 1,696 | 1,963 |
Operating lease liability, current | 117 | 91 |
Finance lease liability, current | 5 | |
Total Current Liabilities | 7,775 | 25,062 |
Operating lease liability, net of current | 220 | |
Finance lease liability, net of current | 15 | |
Other long-term liabilities | 1,378 | 1,378 |
Total Liabilities | 9,388 | 26,440 |
Commitments and Contingencies (see note 8) | ||
Stockholders' Equity: | ||
Common stock, 100,000,000 shares authorized, $.001 par value Issued shares - 55,387,794 and 48,405,543, respectively Outstanding shares - 55,387,633 and 48,405,382, respectively | 55 | 48 |
Paid-in capital | 501,675 | 495,456 |
Accumulated deficit | (361,029) | (353,278) |
Less: Treasury stock (161 shares), at cost | (258) | (258) |
Total Stockholders' Equity | 140,443 | 141,968 |
Total Liabilities and Stockholders' Equity | $ 149,831 | $ 168,408 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 55,387,794 | 48,405,543 |
Common stock, shares outstanding | 55,387,633 | 48,405,382 |
Treasury stock, shares | 161 | 161 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Expenses: | ||
Product development expenses | $ (2,935) | $ (1,145) |
Exploration expenses | (301) | (756) |
General and administrative expenses | (9,780) | (9,902) |
Arbitration costs | (142) | |
Mineral property expenses | (34) | (34) |
Depreciation and amortization | (221) | (146) |
Total operating expenses | (13,271) | (12,125) |
Non-Operating Income: | ||
Gain on settlement | 3,100 | |
Other income, net | 2,420 | 1,004 |
Total other income | 5,520 | 1,004 |
Net Loss | $ (7,751) | $ (11,121) |
BASIC AND DILUTED LOSS PER SHARE | ||
LOSS PER SHARE, BASIC (in dollars per share) | $ (0.15) | $ (0.25) |
LOSS PER SHARE, DILUTED (in dollars per share) | $ (0.15) | $ (0.25) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC (in shares) | 52,037,463 | 44,909,500 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, DILUTED (in shares) | 52,037,463 | 44,909,500 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Paid-In Capital | Accumulated Deficit | Treasury Stock | Total |
Balance at Dec. 31, 2021 | $ 35 | $ 468,578 | $ (342,157) | $ (258) | $ 126,198 |
Balance, shares at Dec. 31, 2021 | 35,279,724 | ||||
Net loss | (11,121) | (11,121) | |||
Common stock issued, net of issuance costs | $ 13 | 25,888 | 25,901 | ||
Common stock issued, net of issuance costs (in shares) | 12,957,847 | ||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes | 1,022 | 1,022 | |||
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 Dec. 31, 2022 | $ 48 | 495,456 | (353,278) | (258) | 141,968 |
Balance, shares at Dec. 31, 2022 | 48,405,543 | ||||
Treasury stock | (258) | ||||
Net loss | (7,751) | (7,751) | |||
Common stock issued, net of issuance costs | $ 7 | 5,490 | 5,497 | ||
Common stock issued, net of issuance costs (in shares) | 6,581,205 | ||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes | 837 | 837 | |||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes (in shares) | 401,046 | ||||
Minimum withholding taxes on net share settlements of equity awards | (108) | (108) | |||
Balance at Dec. 31, 2023 | $ 55 | $ 501,675 | $ (361,029) | $ (258) | 140,443 |
Balance, shares at Dec. 31, 2023 | 55,387,794 | ||||
Treasury stock | $ (258) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities: | ||
Net Income (Loss) | $ (7,751) | $ (11,121) |
Reconciliation of net loss to cash used in operations: | ||
Non-cash lease expense | 128 | 153 |
Depreciation and amortization | 221 | 146 |
Stock compensation expense | 837 | 1,022 |
Accrued uranium royalties write-off | (1,150) | |
Gain on disposal of fixed assets | (1) | |
Effect of changes in operating working capital items: | ||
Increase in inventory | (3,306) | (2,058) |
Decrease (increase) in prepaids and other assets | 130 | (669) |
Decrease in payables and accrued liabilities | (539) | (648) |
Net Cash Used In Operating Activities | (11,430) | (13,176) |
Investing Activities: | ||
Proceeds from sale of fixed assets | 1 | |
Capital expenditures | (58,295) | (52,791) |
Net Cash Used In Investing Activities | (58,295) | (52,790) |
Financing Activities: | ||
Issuance of common stock, net | 5,497 | 25,901 |
Payment of minimum withholding taxes on net share settlements of equity awards | (108) | (32) |
Payments on finance lease liabilities | (8) | |
Net Cash Provided By Financing Activities | 5,381 | 25,869 |
Net decrease in Cash and Cash Equivalents | (64,344) | (40,097) |
Cash and Cash Equivalents, Beginning of Period | 75,196 | 115,293 |
Cash and Cash Equivalents, End of Period | 10,852 | 75,196 |
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) | 5,309 | 21,070 |
Total Supplemental Cash Flow Information | $ 5,714 | $ 21,070 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company Westwater Resources, Inc., originally incorporated in 1977, is an energy technology company focused on developing battery-grade natural graphite materials since its acquisition of Alabama Graphite in 2018. Alabama Graphite holds mineral rights to explore and potentially mine the Coosa Graphite Deposit. During 2023, AGP, a wholly owned subsidiary of Westwater Resources, continued construction activities related to Phase I of the Kellyton Graphite Plant. In December of 2023, Alabama Graphite completed the Initial Assessment, with Economic Analysis, for the Company’s Graphite Deposit. Reclassification Certain amounts of non-cash lease expense and other long-term assets within the Operating Activities section of the Consolidated Statement of Cash Flows as of December 31, 2022, have been reclassified to conform to the December 31, 2023, presentation. This reclassification did not result in any changes in the net cash used in operating activities, net loss or changes in stockholders’ equity for the year ended December 31, 2022. 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 Westwater Resources, Inc. 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 U.S. 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 revenue 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 estimates of recoverable inventories; write-down of inventory; contingent liabilities; stock-based compensation and asset impairment, including estimates used to derive future cash flows or market value associated with those assets. As of December 31, 2023, the Company updated their accounting estimate of accrued uranium royalties. For additional information, see Note 7 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. 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 on a straight-line basis over the estimated life of the assets. 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 upon disposition of such assets. Inventory Inventory consists of raw material of natural flake graphite as of December 31, 2023 and 2022. The Company values the natural flake graphite concentrate at the lower of cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term graphite prices, less the estimated costs to complete production and bring the product to sale. Write-downs of the natural flake graphite concentration to net realizable value are reported as a component of costs applicable to sales. The current portion of inventory is determined based on the expected amounts to be processed within the next 12 months and utilize the short-term metal price assumption in estimating net realizable value. Inventory not expected to be processed within the next 12 months are classified as non-current within other long-term assets and utilize the long-term metal price assumption in estimating net realizable value. Costs are removed from raw materials using an average cost basis. For further information related to inventory during the year ended December 31, 2023 and 2022, see Note 11 Accounting for Government Grants U.S. GAAP does not contain authoritative accounting standards for incentives and grants provided by governmental entities to a for-profit entity. Absent authoritative accounting standards, interpretative guidance issued and commonly applied by financial statement preparers allows for the selection of accounting policies amongst acceptable alternatives. Based on facts and circumstances outlined below, the Company determined it most appropriate to account for the land received from the local municipality as an in-substance government grant by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under the provisions of IAS 20, government grants “are assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity.” A government grant is recognized when there is reasonable assurance that the Company will meet the terms for receiving and realizing the benefit of the grant. IAS 20 does not define “reasonable assurance”, however, based on certain interpretations, it is analogous to “probable” as defined in FASB ASC 450-20-20 under U.S. GAAP, which is the definition the Company has applied to its determination of recognizing the land grant at inception of the government grant. Under IAS 20, government grants are recognized in earnings on a systematic basis over the periods in which the Company recognizes costs for which the grant is intended to compensate (i.e. qualified expenses). Further, IAS 20 permits for the recognition in earnings either separately under a general heading such as other income, or as a reduction of the related expenses. The Company has elected to recognize government grant income separately within other income to present a clearer distinction in its financial statements between its operating income and the amount of net income resulting from the land grant. For further information related to government grants recognized by the Company during the year ended December 31, 2021, see Note 3 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. The Company considers events or changes in circumstances such as, but not limited to, significant negative impacts in the market price or demand of graphite and or potential graphite products, a significant adverse change in the extent or manner to which we will use our long-lived asset (or asset group), adverse social or political developments, accumulation of costs over projected budget or accumulation of costs in excess of potential future cash flows of a long-lived asset (or asset group). Graphite Processing Facilities and Equipment 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 expected graphite prices, production levels, and operating and capital costs over the estimated useful life of the project. 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 estimate of future cash flows require significant management judgement and are based on numerous assumptions. Actual future cash flows may be significantly different than the estimates, as actual future quantities of production, future changes in market price or demand of graphite, operating and capital costs, and availability and cost of capital are each subject to significant risks and uncertainties. Mineral Properties 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, projected graphite prices, production levels, and operating and capital costs, based upon the projected remaining future graphite or vanadium production. 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 unit at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of graphite or vanadium 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 estimate of future cash flows require significant management judgement and are based on numerous assumptions. Actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, future changes in market price or demand of graphite, production levels and operating costs of production and availability and cost of capital are each subject to significant risks and uncertainties. Fair Value of Financial Instruments 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): ● ● ● 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. Recurring Fair Value Measurements The following tables set forth the Company’s assets measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2023 and 2022. In accordance with U.S. GAAP, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of certain financial instruments, including cash and accounts payable approximate fair value due to their short maturities. Consequently, such financial instruments are not included in the following tables. December 31, 2023 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 10,424 $ — $ — $ 10,424 Total current assets recorded at fair value $ 10,424 $ — $ — $ 10,424 December 31, 2022 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 68,676 $ — $ — $ 68,676 Total current assets recorded at fair value $ 68,676 $ — $ — $ 68,676 Non-recurring Fair Value Measurements There were no assets or liabilities recognized at fair value on a non-recurring basis by level as of December 31, 2023 and 2022. 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, 2023 and 2022, the Company had 2,197,884 and 1,564,168, 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 foreign subsidiaries are direct and integral components of Westwater Resources Inc. and are dependent upon the economic environment of Westwater Resources Inc.’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. Product Development Expenses Product development expenses for the years ended December 31, 2023, and 2022 were $2.9 and $1.1 million, respectively. Product development costs for the years ended December 31, 2023 and 2022 primarily relate to continued product development, product optimization costs, and continued sample production of battery-grade natural graphite products for evaluation by potential customers. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “ Measurement of Credit Losses on Financial Instruments, In November 2018, the FASB issued ASU 2018-19, “ Codification Improvements to ASC 326, Financial Instruments – Credit Losses 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 Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures, In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," (“ASU 2023-07”) which is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. This update will be effective for the annual period beginning January 1, 2024, and for interim periods beginning January 1, 2025, and the Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. In October 2023, the FASB issued ASU 2023-06, “'Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” (“ASU 2023-06”). The new guidance clarifies or improves disclosure and presentation requirements on a variety of topics in the codification. The amendments will align the requirements in the FASB Accounting Standard Codification with the SEC’s regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN The consolidated 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 consolidated financial statements were issued. The Company last recorded revenue from operations in 2009, and as such, Westwater is subject to all the risks associated with a development stage company. Management considered the following events and conditions in its going concern analysis. The Company last recorded revenue from operations in 2009. The Company expects to continue to incur cash losses as a result of construction activity at the Kellyton Graphite Plant and general and administrative expenses until operations commence at the Kellyton Graphite Plant. Operations at the Kellyton Graphite Plant are dependent on securing the additional funding needed to complete construction of Phase I of the Kellyton Graphite Plant. If funds are not available to fund the construction of Phase I of the Kellyton Graphite Plant through the equity capital markets or alternative financing sources, the Company may be required to 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. Since 2009, the Company has relied on equity financings, debt financings and asset sales to fund its operations. During the year ended December 31, 2023, and through the date the consolidated financial statements are 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 significantly reduced from anticipated levels until the 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 the construction activity and related costs through the date the consolidated financial statements were issued. Based on this analysis the Company’s planned non-discretionary expenditures for one year past the issue date of these consolidated financial statements, exceed the cash on hand as of the date of these consolidated financial statements, excluding external funding opportunities and the Company’s current equity facility. While the Company has advanced 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 its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets, rising interest rates, inflation and generally uncertain economic 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 the Registration Statement and as a result, the Company’s access to the available capacity under the Registration Statement is now subject to General Instructions I.B.6 of Form S-3, which limits the amounts that the Company may sell under the Registration Statement. As of December 31, 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 $16.0 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. The Company’s ability to raise additional funds under the ATM Offering Agreement may be further limited by the Company’s market capitalization, share price and trading volume. 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 consolidated financial statements were issued. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 3. PROPERTY, PLANT AND EQUIPMENT Net Book Value of Property, Plant and Equipment at December 31, 2023 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ — $ 8,972 Other property, plant and equipment 5,845 18 5,863 Construction in progress 117,565 — 117,565 Total $ 132,382 $ 18 $ 132,400 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. As of December 31, 2023, the Company performed a recoverability test pursuant to ASC 360, primarily due to recent market trends in the graphite market and determined that there was no impairment. For the years ended December 31, 2023 and 2022, no impairment charges were recorded on the Company’s assets. Land Addition On June 22, 2021, AGP entered into incentive agreements with the State of Alabama and local municipalities for the siting of the Kellyton Graphite Plant. The incentive agreements provide certain tax credits and incentives under the Alabama Jobs Act in connection with the construction of the processing facility. Additionally, in connection with and in contemplation of the incentive agreements, on July 23, 2021, AGP entered into a land lease with the Lake Martin Area Industrial Development Authority. The lease provides AGP rights to approximately 70 acres to construct and operate its commercial graphite processing facility in Coosa County, Alabama. The lease has a term of 10-years, a nominal lease payment, and transfer of title to AGP at the end of the lease term. Further, the lease provides AGP the option to purchase the land for a nominal amount during the term of the lease. The incentive agreements and the lease are accounted for by the Company as a government grant; whereby the Company realized the fair value of the land of $1.4 million as an increase to Property, plant, and equipment with a corresponding obligation recorded in Other long-term liabilities in the consolidated balance sheet at December 31, 2023. The $1.4 million recognized represents the fair value of the land at the time of lease inception in 2021. The land represents a non-depreciable asset on the Company’s consolidated balance sheet. The corresponding obligation recorded in Other long-term liabilities on the consolidated balance sheet will be amortized to other income over the life of the Kellyton Graphite Plant once placed in service. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | 4. ACCRUED LIABILITIES Accrued liabilities on the balance sheet as of December 31, 2023 and 2022 consisted of: December 31, 2023 2022 (thousands of dollars) Accrued uranium royalties (1) $ — $ 1,151 Accrued compensation 931 628 Liabilities related to Company insurance 610 — Other accrued liabilities 155 184 Accrued liabilities $ 1,696 $ 1,963 (1) As of December 31, 2023, the Company updated their accounting estimate of accrued uranium royalties. For additional information, see Note 7 to these consolidated financial statements . |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDER'S EQUITY | 5. 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 the 2020 Lincoln Park PA with Lincoln Park (the “2020 Lincoln Park PA”) to place up to $100.0 million or 16 million shares in the aggregate of the Company's common stock on an ongoing basis when required by the Company over a term of 36 months. As of December 31, 2023, the 2020 Lincoln Park PA has expired by its terms. During the year ended December 31, 2023, pursuant to the 2020 Lincoln Park PA, the Company sold approximately 0.9 million shares of common stock for net cash proceeds of $0.8 million. During the year ended December 31, 2022, the Company did not sell any shares of common stock pursuant to the 2020 Lincoln Park PA. These shares were sold pursuant to a prospectus supplement filed on December 4, 2020, and in accordance with 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 (the “SEC”) on December 1, 2020. Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. (“Cantor”) On April 14, 2017, the Company entered into the ATM Offering 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 the year ended December 31, 2023, the Company sold approximately 5.7 million shares of common stock for net cash proceeds of $4.7 million pursuant to the ATM Offering Agreement. During the year ended December 31, 2022, the Company sold approximately 13.0 million shares of common stock for net cash proceeds of $25.9 million pursuant to the ATM Offering Agreement with Cantor. Sales made under the ATM Offering Agreement are made pursuant to a 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 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 $16.0 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. As of December 31, 2023, the Company has received total gross proceeds of $34.0 million of the $50.0 million registered for sale under the ATM Offering Agreement pursuant to Rule 424(b)(5) as described above. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 6. 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, as amended (the “2013 Plan”) and the Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan (the “2004 Directors’ Plan”). 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 December 31, 2023, 560,254 shares were available for future issuances under the 2013 Plan. For the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of $0.8 million and $1.0 million, respectively. Stock compensation expense is recorded in general and administrative expenses. In addition to the plans above, on May 9, 2022, the Board of Directors adopted an Employment Inducement Incentive Award Plan (the “Inducement Plan”) and on May 13, 2022, the Company filed a registration statement on Form S-8 to register an aggregate of 250,000 shares of the Company’s common stock. These shares may be issued pursuant to the Inducement Plan as equity awards to be granted for the sole purpose of recruiting and hiring new employees. Since inception of the Inducement Plan, 135,571 RSUs have been issued with vesting occurring over two years from the respective grant dates. As of December 31, 2023, 109,023 RSUs granted pursuant to the Inducement Plan remain unvested. 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 summarizes stock options outstanding and changes during the years ended December 31, 2023 and 2022: December 31, 2023 December 31, 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 The weighted average remaining term for stock options outstanding as of December 31, 2023, is approximately 7.8 years. The following table summarizes assumptions used to assess the fair value of stock options granted during the years ended December 31, 2023 and 2022: Years ended December 31, 2023 2022 Expected volatility 99% 105% Expected term of options (years) 6 6 Expected dividend rate — — Risk-free interest rate 3.51% 2.95% Expected forfeiture rate — — Weighted-average grant-date fair value $ 0.81 $ 0.89 As of December 31, 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 five 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 when satisfaction of such criteria is deemed probable. The following table summarizes RSU activity for the years ended December 31, 2023 and 2022: December 31, December 31, 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 1,516,091 0.99 1,229,950 1.16 Forfeited/Expired (432,587) 1.67 (225,091) 2.39 Vested (518,318) 1.16 (181,991) 2.31 Unvested RSUs at end of period 1,773,058 $ 1.03 1,207,872 $ 1.40 As of December 31, 2023, the Company had $0.6 million of unrecognized compensation costs related to non-vested restricted stock units that will be recognized over a period of approximately 2 years. |
OTHER INCOME, NET
OTHER INCOME, NET | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET | 7. OTHER INCOME, NET For the Year Ended December 31, (thousands of dollars) 2023 2022 Other income: Interest income $ 1,348 $ 1,054 Accrued uranium royalties write-off 1,150 — Foreign exchange loss (46) (52) Other (expense) income (32) 2 Total other income, net $ 2,420 $ 1,004 As of December 31, 2023 and 2022, the Company recognized interest income of $1.3 million and $1.1 million, respectively, in our investment account. During the fourth quarter of 2023, the Company completed a voluntary disclosure of unclaimed property, which included a review of the historical accrued uranium royalties related to the Company’s former uranium business. Upon completion of the review by the state authority, it was concluded that the accrued uranium royalties were not owed or escheatable to the state. Based on the completion of the voluntary disclosure of unclaimed property, the Company has determined that the probability of these accrued uranium royalty liabilities becoming payable is remote and therefore wrote off the estimated liability and recognized other income of $1.2 million for the year ended December 31, 2023. For the years ended December 31, 2023 and 2022, the Company recognized less than $0.1 million of foreign currency exchange loss related to our Euro denominated bank account. As of December 31, 2023, the Company’s cash balance included less than 0.1 million Euros. The foreign exchange loss was calculated using the exchange rate as of the balance sheet date. A change in the Euro to USD exchange rate of $0.01 results in a foreign exchange adjustment of less than $0.1 million. |
FEDERAL INCOME TAXES
FEDERAL INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
FEDERAL INCOME TAXES | 8. 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 basis 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, 2023 and 2022 include the following components: December 31, 2023 2022 (thousands of dollars) Deferred tax assets: Non‑Current: Net operating loss carryforwards $ 24,228 $ 22,584 Capital loss carryforwards 22,508 22,508 Mineral properties 1,759 3,694 Capitalized joint venture costs 3,725 3,427 Fixed assets 1,916 1,921 Capitalized transaction costs 1,144 1,150 Share based compensation 98 418 Accrued vacation 5 62 Other 93 26 Deferred tax assets 55,476 55,790 Valuation allowance (55,387) (55,769) Net deferred tax assets 89 21 Deferred tax liabilities: Non‑Current: Other (89) (21) Deferred tax liabilities (89) (21) Net deferred tax asset (liability) $ — $ — The composition of the valuation allowance by tax jurisdiction is summarized as follows: December 31, 2023 2022 (thousands of dollars) United States $ 46,663 $ 44,644 Australia 4,792 4,790 Turkey 3,932 6,335 Total valuation allowance $ 55,387 $ 55,769 The valuation allowance decreased $0.4 million from the year ended December 31, 2022 to the year ended December 31, 2023. There was a decrease in the net deferred tax assets, net operating loss carryforwards (“NOLs”), equity-based compensation and exploration spending on mineral properties. 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, 2023. 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, 2023, the Company had U.S. net operating loss carryforwards of approximately $273.7 million which expire from 2024 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. At December 31, 2023, the Company had U.S. capital loss carryforwards of approximately $106.1 million, which expire in 2025 if not utilized. In addition, at December 31, 2023, the Company had Australian net operating loss carryforwards of $15.2 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 $0.2 million, which expire from 2024 to 2028. Federal and state laws impose substantial restrictions on the utilization of NOL carryforwards in the event of an ownership change for income tax purposes, as defined in Section 382 of the Internal Revenue Code (“IRC”). Pursuant to IRC Section 382, annual use of the Company’s NOL carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. 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 U.S. net operating loss carryforwards. However, it is possible that past ownership changes will result in the inability to utilize a significant portion of the Company’s NOL carryforward that was generated prior to any change of control. The Company’s ability to use its remaining NOL carryforwards may be further limited if the Company experiences an IRC Section 382 ownership change in connection with future changes in the Company’s stock ownership. Based on information currently available, the Company currently estimates that $206.5 million of the U.S. 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 year ended December 31, 2023 2022 (thousands of dollars) United States $ (7,714) $ (11,082) Australia (7) (5) Turkey (30) (34) $ (7,751) $ (11,121) A reconciliation of expected income tax on net income at statutory rates is as follows: Year ended December 31, 2023 2022 (thousands of dollars) Net loss $ (7,751) $ (11,121) Statutory tax rate 21% 21% Tax recovery at statutory rate (1,628) (2,335) State tax rate (569) (672) Foreign tax rate (3) (1) Change in U.S. tax rates (367) (32) Other adjustments 530 180 Settlement of mineral properties in Turkey 2,696 — Operating loss carryforward adjustment 104 685 Operating loss Section 382 adjustment (407) 110 Nondeductible expenses and other permanent items 26 19 Change in valuation allowance (382) 2,046 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, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. 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, if any, 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. Arbitration Against Republic of Turkey On December 7, 2023, the Company accepted a payment from the Republic of Turkey in the amount of $3.1 million as complete, final, and full settlement of the matters at issue in the arbitration proceeding between the Company and the Republic of Turkey. The Company recognized a gain of $3.1 million related to the payment received as Gain on settlement For additional details on this gain on settlement and current legal proceedings see Item 3, Legal Proceedings |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | 10. 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 December 31, 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 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, 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, as mineral leases 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 expense were as follows: For the Year Ended December 31, (thousands of dollars) 2023 2022 Operating lease cost $ 154 $ 153 Finance lease cost Amortization of right-of-use assets 8 — Interest on lease liabilities 1 — Total finance lease cost 9 — Variable lease costs 21 13 Short-term lease costs 111 124 Lease cost $ 295 $ 290 Supplemental cash flow information related to leases was as follows: For the Year Ended December 31, (thousands of dollars) 2023 2022 Cash paid for amounts included in lease liabilities: Operating cash flows from operating leases $ 131 $ 143 Operating cash flows from finance leases $ 1 $ — Financing cash flows from finance leases $ 8 $ — Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows: Operating Leases Finance Leases Weighted average remaining lease term (in years) 2.6 3.5 Weighted average discount rate 11.8 % 3.0 % Maturities of lease liabilities are as follows: Lease Payments by Year (in thousands) Operating Leases Finance Leases 2024 $ 147 $ 6 2025 150 6 2026 88 6 2027 — 3 Total lease payments 385 21 Less imputed interest (48) (1) Total $ 337 $ 20 As of December 31, 2023, the Company has $0.3 million in right-of-use assets and $0.3 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 $ 0.3 million remaining As of December 31, 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 during 2024 with lease terms of 5 years. The net present value of such leases is $1.1 million. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 11. INVENTORY Inventory consisted of raw material of natural flake graphite concentrate provided by a third-party vendor totaling $4.8 million and $0.8 million as of December 31, 2023 and 2022, respectively. The full amount of inventory is within the “ Other long-term assets |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
The Company | The Company Westwater Resources, Inc., originally incorporated in 1977, is an energy technology company focused on developing battery-grade natural graphite materials since its acquisition of Alabama Graphite in 2018. Alabama Graphite holds mineral rights to explore and potentially mine the Coosa Graphite Deposit. During 2023, AGP, a wholly owned subsidiary of Westwater Resources, continued construction activities related to Phase I of the Kellyton Graphite Plant. In December of 2023, Alabama Graphite completed the Initial Assessment, with Economic Analysis, for the Company’s Graphite Deposit. |
Reclassification | Reclassification Certain amounts of non-cash lease expense and other long-term assets within the Operating Activities section of the Consolidated Statement of Cash Flows as of December 31, 2022, have been reclassified to conform to the December 31, 2023, presentation. This reclassification did not result in any changes in the net cash used in operating activities, net loss or changes in stockholders’ equity for the year ended December 31, 2022. |
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 Westwater Resources, Inc. 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 U.S. 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 revenue 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 estimates of recoverable inventories; write-down of inventory; contingent liabilities; stock-based compensation and asset impairment, including estimates used to derive future cash flows or market value associated with those assets. As of December 31, 2023, the Company updated their accounting estimate of accrued uranium royalties. For additional information, see Note 7 |
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. |
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 on a straight-line basis over the estimated life of the assets. 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 upon disposition of such assets. |
Inventory | Inventory Inventory consists of raw material of natural flake graphite as of December 31, 2023 and 2022. The Company values the natural flake graphite concentrate at the lower of cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term graphite prices, less the estimated costs to complete production and bring the product to sale. Write-downs of the natural flake graphite concentration to net realizable value are reported as a component of costs applicable to sales. The current portion of inventory is determined based on the expected amounts to be processed within the next 12 months and utilize the short-term metal price assumption in estimating net realizable value. Inventory not expected to be processed within the next 12 months are classified as non-current within other long-term assets and utilize the long-term metal price assumption in estimating net realizable value. Costs are removed from raw materials using an average cost basis. For further information related to inventory during the year ended December 31, 2023 and 2022, see Note 11 |
Accounting for Government Grants | Accounting for Government Grants U.S. GAAP does not contain authoritative accounting standards for incentives and grants provided by governmental entities to a for-profit entity. Absent authoritative accounting standards, interpretative guidance issued and commonly applied by financial statement preparers allows for the selection of accounting policies amongst acceptable alternatives. Based on facts and circumstances outlined below, the Company determined it most appropriate to account for the land received from the local municipality as an in-substance government grant by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under the provisions of IAS 20, government grants “are assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity.” A government grant is recognized when there is reasonable assurance that the Company will meet the terms for receiving and realizing the benefit of the grant. IAS 20 does not define “reasonable assurance”, however, based on certain interpretations, it is analogous to “probable” as defined in FASB ASC 450-20-20 under U.S. GAAP, which is the definition the Company has applied to its determination of recognizing the land grant at inception of the government grant. Under IAS 20, government grants are recognized in earnings on a systematic basis over the periods in which the Company recognizes costs for which the grant is intended to compensate (i.e. qualified expenses). Further, IAS 20 permits for the recognition in earnings either separately under a general heading such as other income, or as a reduction of the related expenses. The Company has elected to recognize government grant income separately within other income to present a clearer distinction in its financial statements between its operating income and the amount of net income resulting from the land grant. For further information related to government grants recognized by the Company during the year ended December 31, 2021, see Note 3 |
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. The Company considers events or changes in circumstances such as, but not limited to, significant negative impacts in the market price or demand of graphite and or potential graphite products, a significant adverse change in the extent or manner to which we will use our long-lived asset (or asset group), adverse social or political developments, accumulation of costs over projected budget or accumulation of costs in excess of potential future cash flows of a long-lived asset (or asset group). Graphite Processing Facilities and Equipment 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 expected graphite prices, production levels, and operating and capital costs over the estimated useful life of the project. 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 estimate of future cash flows require significant management judgement and are based on numerous assumptions. Actual future cash flows may be significantly different than the estimates, as actual future quantities of production, future changes in market price or demand of graphite, operating and capital costs, and availability and cost of capital are each subject to significant risks and uncertainties. Mineral Properties 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, projected graphite prices, production levels, and operating and capital costs, based upon the projected remaining future graphite or vanadium production. 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 unit at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of graphite or vanadium 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 estimate of future cash flows require significant management judgement and are based on numerous assumptions. Actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, future changes in market price or demand of graphite, production levels and operating costs of production and availability and cost of capital are each subject to significant risks and uncertainties. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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): ● ● ● 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. Recurring Fair Value Measurements The following tables set forth the Company’s assets measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2023 and 2022. In accordance with U.S. GAAP, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of certain financial instruments, including cash and accounts payable approximate fair value due to their short maturities. Consequently, such financial instruments are not included in the following tables. December 31, 2023 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 10,424 $ — $ — $ 10,424 Total current assets recorded at fair value $ 10,424 $ — $ — $ 10,424 December 31, 2022 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 68,676 $ — $ — $ 68,676 Total current assets recorded at fair value $ 68,676 $ — $ — $ 68,676 Non-recurring Fair Value Measurements There were no assets or liabilities recognized at fair value on a non-recurring basis by level as of December 31, 2023 and 2022. |
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, 2023 and 2022, the Company had 2,197,884 and 1,564,168, 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 foreign subsidiaries are direct and integral components of Westwater Resources Inc. and are dependent upon the economic environment of Westwater Resources Inc.’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. |
Product Development Expenses | Product Development Expenses Product development expenses for the years ended December 31, 2023, and 2022 were $2.9 and $1.1 million, respectively. Product development costs for the years ended December 31, 2023 and 2022 primarily relate to continued product development, product optimization costs, and continued sample production of battery-grade natural graphite products for evaluation by potential customers. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “ Measurement of Credit Losses on Financial Instruments, In November 2018, the FASB issued ASU 2018-19, “ Codification Improvements to ASC 326, Financial Instruments – Credit Losses 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 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures, In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," (“ASU 2023-07”) which is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. This update will be effective for the annual period beginning January 1, 2024, and for interim periods beginning January 1, 2025, and the Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. In October 2023, the FASB issued ASU 2023-06, “'Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” (“ASU 2023-06”). The new guidance clarifies or improves disclosure and presentation requirements on a variety of topics in the codification. The amendments will align the requirements in the FASB Accounting Standard Codification with the SEC’s regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Measurements on Recurring and Non-recurring basis | December 31, 2023 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 10,424 $ — $ — $ 10,424 Total current assets recorded at fair value $ 10,424 $ — $ — $ 10,424 December 31, 2022 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 68,676 $ — $ — $ 68,676 Total current assets recorded at fair value $ 68,676 $ — $ — $ 68,676 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Net Book Value of Property, Plant and Equipment | Net Book Value of Property, Plant and Equipment at December 31, 2023 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ — $ 8,972 Other property, plant and equipment 5,845 18 5,863 Construction in progress 117,565 — 117,565 Total $ 132,382 $ 18 $ 132,400 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 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued liabilities on the balance sheet | December 31, 2023 2022 (thousands of dollars) Accrued uranium royalties (1) $ — $ 1,151 Accrued compensation 931 628 Liabilities related to Company insurance 610 — Other accrued liabilities 155 184 Accrued liabilities $ 1,696 $ 1,963 (1) As of December 31, 2023, the Company updated their accounting estimate of accrued uranium royalties. For additional information, see Note 7 to these consolidated financial statements . |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Outstanding | December 31, 2023 December 31, 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 Assumptions Used to Assess the Fair Value of Stock Options Granted | Years ended December 31, 2023 2022 Expected volatility 99% 105% Expected term of options (years) 6 6 Expected dividend rate — — Risk-free interest rate 3.51% 2.95% Expected forfeiture rate — — Weighted-average grant-date fair value $ 0.81 $ 0.89 |
Summary of RSU Activity | December 31, December 31, 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 1,516,091 0.99 1,229,950 1.16 Forfeited/Expired (432,587) 1.67 (225,091) 2.39 Vested (518,318) 1.16 (181,991) 2.31 Unvested RSUs at end of period 1,773,058 $ 1.03 1,207,872 $ 1.40 |
OTHER INCOME, NET (Tables)
OTHER INCOME, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of total other income, net | For the Year Ended December 31, (thousands of dollars) 2023 2022 Other income: Interest income $ 1,348 $ 1,054 Accrued uranium royalties write-off 1,150 — Foreign exchange loss (46) (52) Other (expense) income (32) 2 Total other income, net $ 2,420 $ 1,004 |
FEDERAL INCOME TAXES (Tables)
FEDERAL INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Future Tax Assets and Liabilities | December 31, 2023 2022 (thousands of dollars) Deferred tax assets: Non‑Current: Net operating loss carryforwards $ 24,228 $ 22,584 Capital loss carryforwards 22,508 22,508 Mineral properties 1,759 3,694 Capitalized joint venture costs 3,725 3,427 Fixed assets 1,916 1,921 Capitalized transaction costs 1,144 1,150 Share based compensation 98 418 Accrued vacation 5 62 Other 93 26 Deferred tax assets 55,476 55,790 Valuation allowance (55,387) (55,769) Net deferred tax assets 89 21 Deferred tax liabilities: Non‑Current: Other (89) (21) Deferred tax liabilities (89) (21) Net deferred tax asset (liability) $ — $ — |
Schedule of Valuation Allowance by Tax Jurisdiction | December 31, 2023 2022 (thousands of dollars) United States $ 46,663 $ 44,644 Australia 4,792 4,790 Turkey 3,932 6,335 Total valuation allowance $ 55,387 $ 55,769 |
Schedule of Loss From Operations Before Income Taxes | For the year ended December 31, 2023 2022 (thousands of dollars) United States $ (7,714) $ (11,082) Australia (7) (5) Turkey (30) (34) $ (7,751) $ (11,121) |
Schedule of Reconciliation of Expected Income Tax on Net Income at Statutory Rates | Year ended December 31, 2023 2022 (thousands of dollars) Net loss $ (7,751) $ (11,121) Statutory tax rate 21% 21% Tax recovery at statutory rate (1,628) (2,335) State tax rate (569) (672) Foreign tax rate (3) (1) Change in U.S. tax rates (367) (32) Other adjustments 530 180 Settlement of mineral properties in Turkey 2,696 — Operating loss carryforward adjustment 104 685 Operating loss Section 382 adjustment (407) 110 Nondeductible expenses and other permanent items 26 19 Change in valuation allowance (382) 2,046 Income tax expense (recovery) $ — $ — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of lease expense | For the Year Ended December 31, (thousands of dollars) 2023 2022 Operating lease cost $ 154 $ 153 Finance lease cost Amortization of right-of-use assets 8 — Interest on lease liabilities 1 — Total finance lease cost 9 — Variable lease costs 21 13 Short-term lease costs 111 124 Lease cost $ 295 $ 290 |
Schedule of Supplemental Cash Flow Information Related to Leases | For the Year Ended December 31, (thousands of dollars) 2023 2022 Cash paid for amounts included in lease liabilities: Operating cash flows from operating leases $ 131 $ 143 Operating cash flows from finance leases $ 1 $ — Financing cash flows from finance leases $ 8 $ — |
Schedule of Weighted-average Remaining Lease Term and Discount Rate for Operating Leases | Operating Leases Finance Leases Weighted average remaining lease term (in years) 2.6 3.5 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 2024 $ 147 $ 6 2025 150 6 2026 88 6 2027 — 3 Total lease payments 385 21 Less imputed interest (48) (1) Total $ 337 $ 20 |
THE COMPANY AND SUMMARY OF SI_4
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recurring Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 23, 2021 |
Non-current Assets | |||
Total non-current assets recorded at fair value | $ 0 | $ 0 | |
Non-current Liabilities | |||
Total non-current liabilities recorded at fair value | 0 | 0 | |
Recurring | |||
Assets, Current [Abstract] | |||
Total current assets recorded at fair value | 10,424 | 68,676 | |
Recurring | Money market account | |||
Assets, Current [Abstract] | |||
Total current assets recorded at fair value | 10,424 | 68,676 | |
Recurring | Level 1 | |||
Assets, Current [Abstract] | |||
Total current assets recorded at fair value | 10,424 | 68,676 | |
Recurring | Level 1 | Money market account | |||
Assets, Current [Abstract] | |||
Total current assets recorded at fair value | 10,424 | $ 68,676 | |
Alabama Graphite | |||
Non-current Assets | |||
Land grant | $ 1,400 | $ 1,400 |
THE COMPANY AND SUMMARY OF SI_5
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Potentially dilutive securities | 2,197,884 | 1,564,168 |
THE COMPANY AND SUMMARY OF SI_6
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Product development expenses | $ 2,935 | $ 1,145 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 20, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 04, 2020 | |
Cash balances | $ 10,852 | $ 75,196 | ||
Net proceeds from common stock | 5,497 | 25,901 | ||
Aggregate offering price | $ 5,497 | $ 25,901 | ||
Substantial Doubt about Going Concern, within One Year [true false] | true | |||
ATM Offering Agreement | ||||
Number of common stock issued | 5,700,000 | |||
Net proceeds from common stock | $ 50,000 | $ 4,700 | ||
Amount available for future sales | 16,000 | |||
ATM Offering Agreement | Maximum | ||||
Aggregate offering price | $ 16,000 | |||
Lincoln Park | ||||
Number of common stock issued | 900,000 | |||
Net proceeds from common stock | $ 800 | |||
Lincoln Park | 2020 Lincoln Park PA | ||||
Number of common stock issued | 900,000 | 0 | ||
Net proceeds from common stock | $ 800 | |||
Amount available for future sales | $ 0 | |||
Registered share available for future sales | 16,000,000 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Net Book Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | $ 132,400 | $ 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 | 5,863 | 5,769 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 117,565 | 75,337 |
Alabama | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 132,382 | 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 | 5,845 | 5,745 |
Alabama | Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 117,565 | 75,337 |
Corporate | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 18 | 24 |
Corporate | Other property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | $ 18 | $ 24 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Construction in Progress & Impairment of Property, Plant and Equipment (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 23, 2021 USD ($) | Jun. 22, 2021 a | |
Property, Plant and Equipment [Line Items] | ||||
Impairment | $ 0 | $ 0 | ||
Alabama Graphite | ||||
Property, Plant and Equipment [Line Items] | ||||
Acres of land under lease | a | 70 | |||
Term of lease | 10 years | |||
Land grant | $ 1,400 | $ 1,400 |
ACCRUED LIABILITIES - Accrued L
ACCRUED LIABILITIES - Accrued Liabilities on the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued uranium royalties (1) | $ 1,151 | |
Accrued compensation | $ 931 | 628 |
Liabilities related to Company insurance | 610 | |
Other accrued liabilities | 155 | 184 |
Accrued liabilities | $ 1,696 | $ 1,963 |
STOCKHOLDERS EQUITY - Common St
STOCKHOLDERS EQUITY - Common Stock Issued, Net of Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 20, 2021 | Dec. 04, 2020 | Apr. 14, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net proceeds from common stock | $ 5,497 | $ 25,901 | |||
Aggregate offering price | $ 5,497 | $ 25,901 | |||
Lincoln Park | |||||
Number of common stock issued | 900,000 | ||||
Net proceeds from common stock | $ 800 | ||||
2020 Lincoln Park PA | Lincoln Park | |||||
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 | 900,000 | 0 | |||
Net proceeds from common stock | $ 800 | ||||
ATM Offering Agreement | |||||
Number of common stock issued | 5,700,000 | ||||
Net proceeds from common stock | $ 50,000 | $ 4,700 | |||
ATM Offering Agreement | Maximum | |||||
Aggregate offering price | $ 16,000 | ||||
ATM Offering Agreement | Cantor Fitzgerald & Co | |||||
Number of common stock issued | 5,700,000 | 13,000,000 | |||
Net proceeds from common stock | $ 4,700 | $ 25,900 | |||
ATM Offering Agreement | Cantor Fitzgerald & Co | Maximum | |||||
Sales commission percentage | 2.50% | ||||
Controlled Equity Offering Sales Agreement with Cantor Fitzgerald and Co. | |||||
Net proceeds from common stock | $ 34,000 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | May 13, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average remaining term for stock options outstanding | 7 years 9 months 18 days | |||
Unrecognized compensation costs related to non-vested stock options | $ 0.1 | |||
Unrecognized compensation costs related to non-vested stock options, period recognized | 5 months | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation costs related to non-vested stock units | $ 0.6 | |||
Unrecognized compensation costs related to non-vested stock options, period recognized | 2 years | |||
2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of common stock shares reserved for future issuance | 560,254 | |||
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 | 250,000 | |||
Inducement Plan | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option vesting period | 2 years | |||
Equity awards issued | 135,571 | 109,023 | ||
General and administrative expenses | 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 0.8 | $ 1 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
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) | |
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 | |
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 - Assu
STOCK-BASED COMPENSATION - Assumptions Used to Assess Fair Value of Stock Options Granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected volatility | 99% | 105% |
Expected term of options (years) | 6 years | 6 years |
Risk-free interest rate | 3.51% | 2.95% |
Weighted-average grant-date fair value | $ 0.81 | $ 0.89 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 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 | 1,516,091 | 1,229,950 |
Number of RSUs, Forfeited/Expired | (432,587) | (225,091) |
Number of RSUs, Vested | (518,318) | (181,991) |
Number of RSUs, Unvested end of period | 1,773,058 | 1,207,872 |
Weighted Average Grant Date Fair Value, Unvested RSUs beginning of period | $ 1.40 | $ 3.18 |
Weighted Average Grant Date Fair Value, Granted | 0.99 | 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 | $ 1.03 | $ 1.40 |
OTHER INCOME, NET (Details)
OTHER INCOME, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other income (expense): | ||
Interest income | $ 1,348 | $ 1,054 |
Accrued uranium royalties write-off | 1,150 | |
Foreign exchange loss | (46) | (52) |
Other income (expense) | (32) | 2 |
Total other income, net | $ 2,420 | $ 1,004 |
OTHER INCOME, NET - Narrative (
OTHER INCOME, NET - Narrative (Details) € in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 EUR (€) | |
Other income [Line item] | |||
Accrued uranium royalties write-off | $ 1,150,000 | ||
Foreign Currency Exchange | 100,000 | $ 100,000 | |
Cash balance | € | € 0.1 | ||
Euro to USD exchange rate resulting in foreign exchange adjustment | 0.01 | ||
Effect of exchange rate on cash | 100,000 | ||
Interest income | $ 1,348,000 | $ 1,054,000 |
FEDERAL INCOME TAXES - Schedule
FEDERAL INCOME TAXES - Schedule of Components of Future Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 24,228 | $ 22,584 |
Capital loss carryforwards | 22,508 | 22,508 |
Mineral properties | 1,759 | 3,694 |
Capitalized joint venture costs | 3,725 | 3,427 |
Fixed assets | 1,916 | 1,921 |
Capitalized transaction costs | 1,144 | 1,150 |
Share based compensation | 98 | 418 |
Accrued vacation | 5 | 62 |
Other | 93 | 26 |
Deferred tax assets | 55,476 | 55,790 |
Valuation allowance | (55,387) | (55,769) |
Net deferred tax assets | 89 | 21 |
Other | (89) | (21) |
Deferred tax liabilities | $ (89) | $ (21) |
FEDERAL INCOME TAXES - Schedu_2
FEDERAL INCOME TAXES - Schedule of Valuation Allowance by Tax Jurisdiction (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Total valuation allowance | $ 55,387 | $ 55,769 |
United States | ||
Total valuation allowance | 46,663 | 44,644 |
Australia | ||
Total valuation allowance | 4,792 | 4,790 |
Turkey | ||
Total valuation allowance | $ 3,932 | $ 6,335 |
FEDERAL INCOME TAXES - Narrativ
FEDERAL INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income taxes and operating loss carryforwards | ||||
Decrease in valuation allowance | $ 400 | |||
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% | 21% | 21% | 35% |
Percentage of valuation allowance recorded against the net deferred tax assets | 100% | |||
Capital loss carryforward | $ 22,508 | $ 22,508 | ||
Previously Reported | ||||
Income taxes and operating loss carryforwards | ||||
Operating Loss Carryforward Period | 20 years | |||
Section 382 | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 206,500 | |||
Operating Loss Carryforwards, Limitations on Use | A formal Section 382 study would be required to determine the actual allowable usage of U.S. net operating loss carryforwards. However, it is possible that past ownership changes will result in the inability to utilize a significant portion of the Company’s NOL carryforward that was generated prior to any change of control. The Company’s ability to use its remaining NOL carryforwards may be further limited if the Company experiences an IRC Section 382 ownership change in connection with future changes in the Company’s stock ownership. Based on information currently available, the Company currently estimates that $206.5 million of the U.S. net operating losses will not be able to be utilized and have reduced the Company’s deferred tax asset accordingly. | |||
United States | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 273,700 | |||
Capital loss carryforward | $ 106,100 | |||
United States | Minimum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | 2024 | |||
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 | $ 15,200 | |||
Anatolia | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | 13,300 | |||
Turkey | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 200 | |||
Turkey | Minimum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | 2024 | |||
Turkey | Maximum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | 2028. |
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, 2023 | Dec. 31, 2022 | |
Loss from operations before income taxes | $ (7,751) | $ (11,121) |
United States | ||
Loss from operations before income taxes | (7,714) | (11,082) |
Australia | ||
Loss from operations before income taxes | (7) | (5) |
Turkey | ||
Loss from operations before income taxes | $ (30) | $ (34) |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Net loss | $ (7,751) | $ (11,121) | ||
Statutory tax rate | 21% | 21% | 21% | 35% |
Tax recovery at statutory rate | $ (1,628) | $ (2,335) | ||
State tax rate | (569) | (672) | ||
Foreign tax rate | (3) | (1) | ||
Change in U.S. tax rates | (367) | (32) | ||
Other adjustments | 530 | 180 | ||
Settlement of mineral properties in Turkey | 2,696 | |||
Operating loss carryforward adjustment | 104 | 685 | ||
Operating loss Section 382 adjustment | (407) | 110 | ||
Nondeductible expenses and other permanent items | 26 | 19 | ||
Change in valuation allowance | $ (382) | 2,046 | ||
Income tax expense (recovery) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 07, 2023 | |
Loss Contingencies [Line Items] | ||
Gain on settlement | $ 3,100 | |
Arbitration against the Republic of Turkey | ||
Loss Contingencies [Line Items] | ||
Gain on settlement | $ 3,100 | |
Payment as complete, final, and full settlement of the matters at issue | $ 3,100 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Option to Terminate | however, the renewal option and any option to terminate is not reasonably certain | |
Operating lease right-of-use assets | $ 336 | $ 87 |
Lease liability | 337 | |
Operating lease liability, current | $ 117 | $ 91 |
Lease not yet commenced, Term | 5 years | |
Net present value of lease not yet commenced | $ 1,100 | |
Total lease payments | $ 385 | |
Corporate office | ||
Lessee, Lease, Description [Line Items] | ||
Lease extension term | 3 years | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |
Option to extend, renewal 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. | |
Corporate office | Centennial, Colorado | ||
Lessee, Lease, Description [Line Items] | ||
Total lease payments | $ 300 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term using a discount rate | 3% | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term using a discount rate | 12% | |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 154 | $ 153 |
Financing cash flows from finance leases | 8 | |
Finance lease cost, Interest on lease liabilities | 1 | |
Total finance lease cost | 9 | |
Variable lease costs | 21 | 13 |
Short-term lease costs | 111 | 124 |
Lease cost | $ 295 | $ 290 |
LEASES - Supplemental informati
LEASES - Supplemental information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental cash flow information related to leases: | ||
Operating cash flows from operating leases | $ 131 | $ 143 |
Operating cash flows from finance leases | 1 | |
Financing cash flows from finance leases | $ 8 | |
Operating Leases, Weighted average remaining lease term (in years) | 2 years 7 months 6 days | |
Operating Leases, Weighted average discount rate | 11.80% | |
Finance Lease, Weighted average remaining lease term (in years) | 3 years 6 months | |
Finance Lease, Weighted average discount rate | 3% |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Lease payments by year, Operating leases | |
2024 | $ 147 |
2025 | 150 |
2026 | 88 |
Total lease payments | 385 |
Less imputed interest | (48) |
Total operating lease liabilities | 337 |
Lease payments by year, Finance leases | |
2024 | 6 |
2025 | 6 |
2026 | 6 |
2027 | 3 |
Total lease payments | 21 |
Less imputed interest | (1) |
Total finance lease liabilities | $ 20 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Raw material | $ 4.8 | $ 0.8 |
Inventory write down | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (7,751) | $ (11,121) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |