Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 06, 2019 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Entity Registrant Name | WESTWATER RESOURCES, INC. | |
Entity's Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,879,381 | |
Entity Central Index Key | 0000839470 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 716,000 | $ 1,577,000 |
Marketable securities | 415,000 | |
Assets held for sale | 1,545,000 | |
Prepaid and other current assets | 634,000 | 643,000 |
Total Current Assets | 1,350,000 | 4,180,000 |
Property, plant and equipment, at cost: | ||
Property, plant and equipment | 91,770,000 | 91,772,000 |
Less accumulated depreciation and depletion | (71,289,000) | (71,219,000) |
Net property, plant and equipment | 20,481,000 | 20,553,000 |
Operating lease right-of-use assets | 513,000 | |
Restricted cash | 3,784,000 | 3,732,000 |
Assets held for sale, non-current | 1,493,000 | |
Total Assets | 26,128,000 | 29,958,000 |
Current Liabilities: | ||
Accounts payable | 1,247,000 | 776,000 |
Accrued liabilities | 1,658,000 | 1,688,000 |
Current portion of asset retirement obligations | 895,000 | 708,000 |
Operating lease liability - current | 152,000 | |
Total Current Liabilities | 3,952,000 | 3,172,000 |
Asset retirement obligations, net of current portion | 5,327,000 | 5,495,000 |
Other long-term liabilities | 500,000 | 500,000 |
Operating lease liability, net of current | 369,000 | |
Total Liabilities | 10,148,000 | 9,167,000 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Common stock, 100,000,000 shares authorized, $.001 par value; Issued shares - 2,125,156 and 1,436,555 respectively; Outstanding shares –2,124,995 and 1,436,394, respectively | 2,000 | 1,000 |
Paid-in capital | 315,893,000 | 313,012,000 |
Accumulated other comprehensive loss | (90,000) | |
Accumulated deficit | (299,657,000) | (291,874,000) |
Less: Treasury stock (161 and 161 shares, respectively), at cost | (258,000) | (258,000) |
Total Stockholders’ Equity | 15,980,000 | 20,791,000 |
Total Liabilities and Stockholders’ Equity | $ 26,128,000 | $ 29,958,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 2,125,156 | 1,436,555 |
Common stock, shares outstanding | 2,124,995 | 1,436,394 |
Treasury stock, shares | 161 | 161 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Expenses: | ||||
Mineral property expenses | $ (851) | $ (955) | $ (2,309) | $ (2,706) |
General and administrative expenses | (1,359) | (1,705) | (4,764) | (5,437) |
Arbitration costs | (146) | (98) | (631) | (225) |
Acquisition costs | (333) | |||
Accretion of asset retirement obligations | (197) | (133) | (353) | (401) |
Depreciation and amortization | (23) | (27) | (71) | (94) |
Impairment of uranium properties | (17,968) | |||
Total operating expenses | (2,576) | (2,918) | (8,128) | (27,164) |
Non-Operating Income/(Expenses): | ||||
Loss on sale of marketable securities | (391) | (720) | (484) | |
Interest income | 13 | 167 | 347 | 513 |
Gain on disposal of uranium assets | 729 | 729 | ||
Other income (expense) | 5 | (11) | 123 | |
Total other income (expense) | 742 | (219) | 345 | 152 |
Net Loss | (1,834) | (3,137) | (7,783) | (27,012) |
Other Comprehensive Income (Loss) | ||||
Unrealized fair value (decrease) increase on available-for-sale securities | 279 | (777) | ||
Transfer to realized loss upon sale of available-for-sale securities | 391 | 90 | 484 | |
Comprehensive Loss | $ (1,834) | $ (2,467) | $ (7,693) | $ (27,305) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.95) | $ (3.07) | $ (4.72) | $ (33.98) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 1,931,419 | 1,022,370 | 1,649,145 | 795,005 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND SUPPLEMENTAL CASH FLOW INFORMATION - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Operating Activities: | ||||||
Net loss | $ (1,834) | $ (3,137) | $ (7,783) | $ (27,012) | ||
Reconciliation of net loss to cash used in operations: | ||||||
Non-cash lease expense | 8 | |||||
Accretion of asset retirement obligations | 197 | 133 | 353 | 401 | $ 993 | |
Decrease in restoration and reclamation accrual | (334) | (485) | ||||
Amortization of note receivable discount | (299) | (507) | ||||
Amortization of non-cash investor relations fee | 21 | |||||
Depreciation and amortization | 23 | 27 | 71 | 94 | ||
Stock compensation expense | 255 | 308 | ||||
Common stock issued for consulting services | 95 | |||||
Common stock issued for purchase of lithium mineral interests | 114 | |||||
Impairment of uranium properties | 17,968 | |||||
Gain on disposal of uranium assets | (729) | (11) | ||||
Loss on sale of marketable securities | 391 | 720 | 484 | |||
Effect of changes in operating working capital items: | ||||||
Decrease in prepaids and other | 105 | 195 | ||||
Increase (decrease) in payables and accrued liabilities | 441 | (697) | ||||
Net Cash Used In Operating Activities | (7,192) | (9,032) | ||||
Cash Flows From Investing Activities | ||||||
Proceeds from the sale of securities, net | 536 | 834 | ||||
Proceeds from sale of uranium assets, net | 2,470 | 11 | ||||
Proceeds from note receivable | 750 | 1,134 | ||||
Acquisition of Alabama Graphite, net of cash acquired | (1,547) | |||||
Net Cash Provided By Investing Activities | 3,756 | 432 | ||||
Cash Flows From Financing Activities: | ||||||
Issuance of common stock, net | $ 4,800 | 2,628 | 5,917 | |||
Payment of minimum withholding taxes on net share settlements of equity awards | (1) | (5) | ||||
Net Cash Provided By Financing Activities | 2,627 | 5,912 | ||||
Net decrease in cash, cash equivalents and restricted cash | (809) | (2,688) | ||||
Cash, Cash Equivalents and Restricted Cash, Beginning of Period | $ 4,500 | 5,309 | 7,722 | 7,722 | ||
Cash, Cash Equivalents and Restricted Cash, End of Period | $ 4,500 | $ 5,034 | 4,500 | 5,034 | $ 5,309 | |
Cash Paid During the Period for: | ||||||
Interest | 4 | 7 | ||||
Supplemental Non-Cash Information with Respect to Investing and Financing Activities: | ||||||
Securities received for payment of notes receivable – Laramide | 750 | 750 | ||||
Common stock issued for acquisition of Alabama Graphite | 6,394 | |||||
Stock options and warrants issued for acquisition of Alabama Graphite | 89 | |||||
Common stock issued for consulting services | 95 | |||||
Common stock issued for purchase of lithium mineral interests | 114 | |||||
Total Non-Cash Investing and Financing Activities for the Period | $ 750 | $ 7,442 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Common Stock | Paid-In Capital. | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit. | Treasury Stock | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 297,277 | $ 287 | $ (256,190) | $ (258) | $ 41,117 |
Balance, shares at Dec. 31, 2017 | 555,806 | |||||
Net loss | (27,012) | (27,012) | ||||
Common stock and common stock purchase warrants issued, net of issuance costs | 5,917 | 5,917 | ||||
Common stock and common stock purchase warrants issued, net of issuance costs(in shares) | 353,909 | |||||
Common stock, warrants and options issued for acquisition of Alabama Graphite | 6,483 | 6,483 | ||||
Common stock, warrants and options issued for acquisition of Alabama Graphite, shares | 232,504 | |||||
Common stock issued for consulting services | 95 | 95 | ||||
Common stock issued for consulting services, shares | 3,455 | |||||
Common stock issued for purchase of lithium mineral interests | 114 | 114 | ||||
Common stock issued for purchase of lithium mineral interests, shares | 4,000 | |||||
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes | 308 | 308 | ||||
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes, shares | 419 | |||||
Minimum withholding taxes on net share settlements of equity awards | (5) | (5) | ||||
Unrealized holding loss on marketable securities | (777) | (777) | ||||
Transfer to realized loss upon sale of available-for-sale securities | 484 | 484 | ||||
Balance at Sep. 30, 2018 | $ 1 | 310,189 | (6) | (283,202) | (258) | 26,724 |
Balance, shares at Sep. 30, 2018 | 1,150,093 | |||||
Balance at Jun. 30, 2018 | $ 1 | 308,857 | (676) | (280,065) | (258) | 27,859 |
Balance, shares at Jun. 30, 2018 | 943,419 | |||||
Net loss | (3,137) | (3,137) | ||||
Common stock and common stock purchase warrants issued, net of issuance costs | 1,186 | 1,186 | ||||
Common stock and common stock purchase warrants issued, net of issuance costs(in shares) | 206,674 | |||||
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes | 146 | 146 | ||||
Unrealized holding loss on marketable securities | 279 | 279 | ||||
Transfer to realized loss upon sale of available-for-sale securities | 391 | 391 | ||||
Balance at Sep. 30, 2018 | $ 1 | 310,189 | (6) | (283,202) | (258) | 26,724 |
Balance, shares at Sep. 30, 2018 | 1,150,093 | |||||
Balance at Dec. 31, 2018 | $ 1 | 313,012 | (90) | (291,874) | (258) | 20,791 |
Balance, shares at Dec. 31, 2018 | 1,436,555 | |||||
Net loss | (7,783) | (7,783) | ||||
Common stock and common stock purchase warrants issued, net of issuance costs | $ 1 | 2,628 | 2,629 | |||
Common stock and common stock purchase warrants issued, net of issuance costs(in shares) | 688,208 | |||||
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes | 254 | 254 | ||||
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes, shares | 393 | |||||
Minimum withholding taxes on net share settlements of equity awards | (1) | (1) | ||||
Transfer to realized loss upon sale of available-for-sale securities | 90 | 90 | ||||
Balance at Sep. 30, 2019 | $ 2 | 315,893 | 0 | (299,657) | (258) | 15,980 |
Balance, shares at Sep. 30, 2019 | 2,125,156 | |||||
Balance at Jun. 30, 2019 | $ 2 | 314,179 | (297,823) | (258) | 16,100 | |
Balance, shares at Jun. 30, 2019 | 1,658,371 | |||||
Net loss | (1,834) | (1,834) | ||||
Common stock and common stock purchase warrants issued, net of issuance costs | 1,475 | 1,475 | ||||
Common stock and common stock purchase warrants issued, net of issuance costs(in shares) | 466,785 | |||||
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes | 239 | 239 | ||||
Balance at Sep. 30, 2019 | $ 2 | $ 315,893 | $ 0 | $ (299,657) | $ (258) | $ 15,980 |
Balance, shares at Sep. 30, 2019 | 2,125,156 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements for Westwater Resources, Inc. (the “Company,” “we,” “us,” “WWR” or “Westwater”), formerly known as Uranium Resources, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10‑Q and Rule 8‑03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in Westwater Resources, Inc.’s 2018 Annual Report on Form 10‑K. In the opinion of management, all adjustments (which are of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2019. Significant Accounting Policies Our significant accounting policies are detailed in Note 1, Summary of Significant Accounting Policies , in the Notes to Consolidated Financial Statements within our Annual Report on Form 10‑K for the year ended December 31, 2018. Refer to Note 14 for revisions made to our lease accounting policies resulting from our adoption of the new lease accounting standard effective January 1, 2019. Reverse Stock Split Immediately following the close of trading on April 22, 2019, the Company effected a one-for-fifty reverse stock split of its common stock. With the reverse stock split, every fifty shares of the Company’s issued and outstanding common stock were combined into one issued and outstanding share of common stock. The reverse stock split reduced the number of shares outstanding from approximately 74.7 million shares to approximately 1.5 million shares. The reverse stock split did not have any effect on the par value of the Company’s common stock. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would have resulted were settled in cash. All share data herein has been retroactively adjusted for the reverse stock split. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842),” which supersedes existing guidance for lease accounting. This new standard requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The new standard requires a dual approach for lessee accounting under which a lessee accounts for leases as finance leases or operating leases with the recognition of a right-of-use asset and a corresponding lease liability. For finance leases, the lessee recognizes interest expense and amortization of the right-of-use asset, and for operating leases, the lessee recognizes straight-line lease expense. The new lease accounting standard along with the clarifying amendments subsequently issued by the FASB, collectively became effective for the Company on January 1, 2019. The Company adopted the new lease accounting standard by applying the new lease guidance at the adoption date on January 1, 2019, and as allowed under the standard, used the modified retrospective method and elected not to restate comparative periods. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard. The Company did not elect the hindsight practical expedient to determine the lease term for existing leases. As of January 1, 2019, in connection with the adoption of the new lease accounting standard, the Company recorded a right-of-use lease asset totaling $0.6 million with a corresponding lease liability totaling $0.6 million. Refer to Note 14 for further details on our adoption of the new lease accounting standard. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016‑13, “Measurement of Credit Losses on Financial Instruments”. ASU 2016‑13 will change how companies account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities, companies will be required to estimate lifetime expected credit losses and recognize an allowance against the related instruments. For available for sale debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. The adoption of this update, if applicable, will result in earlier recognition of losses and impairments. In November 2018, the FASB issued ASU 2018‑19, “Codification Improvements to ASC 326, Financial Instruments – Credit Losses.” ASU 2016‑13 introduced an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. That methodology replaces the probable, incurred loss model for those assets. ASU 2018‑19 is the final version of Proposed Accounting Standards Update 2018‑270, which has been deleted. Additionally, the amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326‑20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. These updates are effective beginning January 1, 2023, and the Company is currently evaluating ASU 2016‑13 and ASU 2018‑19 and the potential impact of adopting this guidance on its financial reporting. In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (ASC 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. This update modifies the disclosure requirements for fair value measurements by removing, modifying or adding disclosures. ASU 2018‑13 is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. Certain disclosures in the update are applied retrospectively, while others are applied prospectively. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. As of September 30, (thousands of dollars) 2019 2018 Cash and cash equivalents $ 716 $ 1,366 Restricted cash - pledged deposits for performance bonds 3,784 3,668 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 4,500 $ 5,034 Funds deposited by the Company for collateralization of performance obligations are not available for the payment of general corporate obligations and are not included in cash equivalents. Restricted cash consists of money market accounts. The bonds are collateralized performance bonds required for future restoration and reclamation obligations related to the Company’s South Texas production properties. Notes Receivable These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost using the effective interest method less any provision for impairment. Management monitors these assets for credit quality and recoverability on a quarterly basis, including the value of any collateral. If the value of the collateral, less selling or recovery costs, exceeds the recorded investment in the asset, no impairment costs would be recorded. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2019 | |
LIQUIDITY AND GOING CONCERN. | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN The interim Condensed 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 financial statements were issued. The Company last recorded revenues from operations in 2009 and expects to continue to incur losses as a result of costs and expenses related to maintaining its properties and general and administrative expenses. Since 2009, the Company has relied on equity financings, debt financings and asset sales to fund its operations and the Company expects to rely on these forms of financing to fund its operations into the near future. The Company will also continue to identify ways to reduce its cash expenditures. The Company’s current business plan requires working capital to fund non-discretionary expenditures for uranium reclamation activities, mineral property holding costs, business development costs and administrative costs. The Company intends to pursue project financing to support execution of the graphite business plan, including discretionary capital expenditures associated with graphite battery-material product development, construction of pilot plant facilities and construction of commercial production facilities. The Company’s current lithium business plan will be funded by working capital; however, the Company is pursuing project financing including possible joint venture partners to fund discretionary greenfield exploration activities. At September 30, 2019 the Company’s cash balances were $0.7 million and the Company had a working capital deficit balance of $2.6 million. The Company’s cash balance at October 31, 2019 is $2.3 million. Subsequent to October 31, 2019, the Company expects to fund operations as follows: · The Stock Purchase Agreement with Lincoln Park Capital, LLC. whereby the Company may place up to $10.0 million in the aggregate of the Company's common stock on an ongoing basis when required by the Company over a term of 24-months ending in June 2021. The Company currently has $5.2 million remaining sales capacity, subject to the registration of shares on Form S-1. As of November 5, 2019, the Company has registered the resale by Lincoln Park of an additional 959,000 shares on Form S-1. · The Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. which currently has $23.8 million remaining sales capacity, subject to the registration of shares on Form S-3. The Company is currently eligible to, and intends to, register the sale of additional shares under the agreement on Form S-3 pursuant to the SEC's shelf registration rules. · Other debt and equity financings and asset sales. While the Company has been successful in the past in raising funds through equity and debt financings as well as through the sale of non-core assets, no assurance can be given that additional financing will be available to it in amounts sufficient to meet its needs, or on terms acceptable to the Company. In the event that we are unable to raise sufficient additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition, long-term prospects and ability to continue as a viable business. Considering all of the factors above, the Company believes there is substantial doubt regarding its ability to continue as a going concern. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2019 | |
ACQUISITIONS. | |
ACQUISITIONS | 3. ACQUISITIONS Acquisition of Alabama Graphite On April 23, 2018, the Company completed its acquisition of the outstanding securities of Alabama Graphite Corp. (“Alabama Graphite”) for total consideration of $8.9 million. Alabama Graphite is a Canadian entity that indirectly holds a 100% interest in the Coosa graphite project and Coosa mineral properties located in Alabama. The consideration was comprised of $2.4 million in cash used to fund Alabama Graphite’s operating activities prior to completion of the Alabama Graphite transaction and certain related transaction costs, $6.4 million in common stock of the Company and $89,000 for warrants and options in the Company. Each Alabama Graphite ordinary share was exchanged for 0.0016 common share of WWR. Each warrant and option of Alabama Graphite was also exchanged for warrants and options exercisable for common shares of WWR on the same terms and conditions as were applicable prior to the Alabama Graphite transaction, except that the exercise price was converted for the 0.0016 share exchange ratio and for the USD exchange rate on the agreement date which was $0.77809 (CAD to USD) on December 13, 2017. As a result, the Company issued 232,504 new shares, 7,280 options and 42,888 warrants. The value of the Company’s common stock issued as consideration was based upon the opening share price on April 23, 2018 of $27.50. The operating results of Alabama Graphite are included in the Consolidated Statement of Operations commencing April 23, 2018. The Alabama Graphite loan from WWR was $1.8 million on April 23, 2018 and was eliminated when incorporated into the final acquisition accounting. Acquisition related costs were $1.9 million, of which $0.6 million was capitalized as additional cash consideration at the acquisition date for certain transaction costs that were directly related to the asset acquisition. The acquisition of Alabama Graphite was accounted for as an asset acquisition in accordance with ASC 360 as “substantially all” of the purchase consideration was concentrated in a single identifiable asset for graphite mineral interests. WWR controls the Board of Directors and senior management positions of Alabama Graphite and has overall control over the day-to-day activities of the acquired entity. The following summarizes the preliminary allocation of purchase price to the fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands): Consideration: Cash $ 2,397 Issuance of 232,504 common shares for replacement of Alabama Graphite shares 6,394 Issuance of 7,280 options for replacement of Alabama Graphite options 36 Issuance of 42,888 warrants for replacement of Alabama Graphite warrants 54 $ 8,881 The fair value of the consideration given was allocated as follows: Assets: Cash and cash equivalents $ 17 Short-term receivables 113 Prepaid expenses 42 Property, plant, equipment and graphite mineral interests 8,973 Total assets 9,145 Liabilities: Accounts payable and accrued liabilities 264 Total liabilities 264 Net assets $ 8,881 The carrying value of the current assets acquired and liabilities assumed approximated the fair value due to the short-term nature of these items. The fair value of the graphite mineral interests was estimated using a discounted cash flow approach and market comparables. Key assumptions used in the discounted cash flow analysis include discount rates, mineral resources, future timing of production, recovery rates and future capital and operating costs. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2019 | |
NOTES RECEIVABLE. | |
NOTES RECEIVABLE | 4. NOTES RECEIVABLE Laramide Note Receivable As part of the consideration for the sale of Hydro Resources, Inc. (HRI) in January 2017, the Company received a promissory note in the amount of $5.0 million, secured by a mortgage over the Churchrock and Crownpoint properties owned by Laramide Resources Ltd. (“Laramide”). The note has a three-year term and carries an initial interest rate of 5%. The Company received the first two installment payments of $1.5 million each in January 2018 and January 2019. The final principal payment of $2.0 million is due and payable on January 5, 2020. Interest is payable on a quarterly basis during the final year. Laramide had the right to satisfy up to half of the principal payments by delivering shares of its common stock to the Company, which shares were valued by reference to the volume weighted average price (“VWAP”) for Laramide’s common stock for the 20 trading days before their respective anniversaries of the initial issuance date in January. The fair value of this note receivable was determined using the present value of the future cash receipts discounted at a market rate of 9.5%. On August 30, 2019, the Company sold the promissory note (Note 5). Prior to August 30, 2019, the Company had received three tranches of Laramide common shares as partial consideration for the sale, which has resulted in the receipt of 2,218,133, 1,982,483 and 2,483,034 Laramide common shares in January 2017, January 2018 and January 2019, respectively. These share payments represented the initial consideration from the January 2017 sale of HRI and two note installments in January 2018 and January 2019. The first note installment in the amount of $1.5 million in January 2018, consisted of $750,000 in cash and the issuance of 1,982,483 of Laramide’s common shares. The second note installment in the amount of $1.5 million in January 2019, consisted of $750,000 in cash and the issuance of 2,483,034 of Laramide’s common shares. Additionally, Laramide made interest payments in the amount of $96,022 in cash during the nine months ending September 30, 2019. During the nine months ended September 30, 2019, the Company sold the third tranche of 2,483,034 Laramide common shares and 2,218,133 Laramide warrants resulting in net proceeds of $0.5 million and a net loss on sale of marketable securities of $0.7 million. The following tables show the notes receivable, accrued interest and unamortized discount on the Company’s notes receivable as of September 30, 2019 and December 31, 2018. September 30, 2019 Less Unamortized Note Balance Note Plus Accrued Note per Balance (thousands of dollars) Amount Interest Discount Sheet Current Assets Notes receivable Laramide – current $ — $ — $ — $ — Subtotal Notes Receivable – current $ — $ — $ — $ — Non-current Assets Notes receivable – Laramide – non-current $ — $ — $ — $ — Total Notes Receivable – current and non-current $ — $ — $ — $ — December 31, 2018 Less Unamortized Note Balance Note Plus Accrued Note per Balance (thousands of dollars) Amount Interest Discount Sheet Current Assets Notes receivable Laramide – current $ 1,500 $ 45 $ — $ 1,545 Subtotal Notes Receivable – current $ 1,500 $ 45 $ — $ 1,545 Non-current Assets Notes receivable – Laramide – non-current $ 2,000 $ — $ (507) $ 1,493 Total Notes Receivable – current and non-current $ 3,500 $ 45 $ (507) $ 3,038 |
SALE OF URANIUM ASSETS
SALE OF URANIUM ASSETS | 9 Months Ended |
Sep. 30, 2019 | |
SALE OF URANIUM ASSETS | |
SALE OF URANIUM ASSETS | 5. SALE OF URANIUM ASSETS On March 5, 2019, the Company entered into an Asset Purchase Agreement with Uranium Royalty (USA) Corp. and Uranium Royalty Corp. (together “URC”) for the sale of four of its royalty interests on future uranium production from mineral properties located in South Dakota, Wyoming and New Mexico, as well as the remaining amount of the Laramide promissory note in the amount of $2.0 million as discussed above, for $2.75 million, including $0.5 million paid at signing. On June 28, 2019, Westwater and URC entered into an Amendment to the Agreement (collectively referred to as the "Agreement"). The Amendment extended the date for closing from July 31, 2019 to August 30, 2019. URC delivered an additional $1.0 million as deposit to the Company upon signing the Amendment. The transaction closed on August 30, 2019 at which time the Company transferred ownership of the royalties and promissory note in exchange for the final payment of $1.25 million. The sale of these uranium assets was accounted for as an asset disposal. The Company recorded the following gain on disposal of uranium assets on its Condensed Consolidated Statements of Operations: URC Transaction (thousands of dollars) Total cash consideration received, net of transaction costs $ 2,470 Carrying value of promissory note (1,741) Carrying value of royalty interests — Gain on disposal of uranium assets $ 729 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2019 | |
FINANCIAL INSTRUMENTS | |
FINANCIAL INSTRUMENTS | 6. FINANCIAL INSTRUMENTS Applicable accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that are observable at the measurement date. · Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). · Level 3 includes unobservable inputs that reflect management’s assumptions about what factors market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including internal data. The Company believes that the fair value of its assets and liabilities approximate their reported carrying amounts. The following table presents information about assets that were recorded at fair value on a recurring and non-recurring basis as of September 30, 2019 and December 31, 2018 and indicate the fair value hierarchy. September 30, 2019 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Short-term available-for-sale investments $ — $ — $ — $ — Total current assets recorded at fair value $ — $ — $ — $ — Non-current Assets Restricted cash $ 3,784 $ — — $ 3,784 Total non-current assets recorded at fair value $ 3,784 $ — $ — $ 3,784 December 31, 2018 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Short-term available-for-sale investments $ 415 $ — $ — $ 415 Total current assets recorded at fair value $ 415 $ — $ — $ 415 Non-current Assets Restricted cash $ 3,732 $ — — $ 3,732 Total non-current assets recorded at fair value $ 3,732 $ — $ — $ 3,732 Assets that are measured on a recurring basis include the Company’s marketable securities and restricted cash. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2019 | |
PROPERTY, PLANT AND EQUIPMENT. | |
PROPERTY, PLANT AND EQUIPMENT | 7. PROPERTY, PLANT AND EQUIPMENT Net Book Value of Property, Plant and Equipment at September 30, 2019 (thousands of dollars) Turkey Texas Alabama New Mexico Corporate Total Uranium plant $ — $ 3,142 $ — $ — $ — $ 3,142 Mineral rights and properties — — 8,972 7,806 — 16,778 Other property, plant and equipment 6 429 — — 126 561 Total $ 6 $ 3,571 $ 8,972 $ 7,806 $ 126 $ 20,481 Net Book Value of Property, Plant and Equipment at December 31, 2018 (thousands of dollars) Turkey Texas Alabama New Mexico Corporate Total Uranium plant $ — $ 3,256 $ — $ — $ — $ 3,256 Mineral rights and properties — — 8,973 7,806 — 16,779 Other property, plant and equipment 8 348 — — 162 518 Total $ 8 $ 3,604 $ 8,973 $ 7,806 $ 162 $ 20,553 Impairment of Temrezli and Sefaatli Projects On June 20, 2018, the General Directorate of Mining Affairs, a department of the Turkish Ministry of Energy and Natural Resources, notified the Company that the mining and exploration licenses for its Temrezli and Sefaatli projects located in Turkey had been revoked and potential compensation will be proffered. On December 13, 2018, the Company filed a Request for Arbitration against the Republic of Turkey before the International Centre for the Settlement of Investment Disputes, pursuant to the Treaty between the United States of America and the Republic of Turkey concerning the Reciprocal Encouragement and Protection of Investments. Although the Company is seeking compensation for its investment in the Temrezli and Sefaatli projects through the international arbitration process, it is more likely than not that the Company will be unable to explore, develop, mine or otherwise benefit from the mineral properties. Therefore, the Company has determined that all of the uranium mineral holding property assets located in Turkey were fully impaired. The Company will recognize compensation for the mining and exploration licenses when the amount of the full and fair compensation is fixed and determinable and the ability to collect is probable. See further discussion of the international arbitration process at Item 2 - Management Discussion and Analysis and Part II. Item 1- Legal Proceedings sections of this form 10-Q. 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. |
MINERAL PROPERTY EXPENDITURES
MINERAL PROPERTY EXPENDITURES | 9 Months Ended |
Sep. 30, 2019 | |
MINERAL PROPERTY EXPENDITURES | |
MINERAL PROPERTY EXPENDITURES | 8. MINERAL PROPERTY EXPENDITURES Mineral property expenditures by geographical location for the three and nine months ended September 30, 2019 and 2018 are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 (thousands of dollars) Temrezli project, Turkey $ — $ 11 $ — $ 107 Total Turkey projects — 11 — 107 Kingsville Dome project, Texas 203 223 592 646 Rosita project, Texas 237 259 454 614 Vasquez project, Texas 85 42 397 373 Other projects, Texas 5 14 (3) 14 Total Texas projects 530 538 1,440 1,647 Cebolleta project, New Mexico — — 440 389 Juan Tafoya project, New Mexico 40 39 49 48 Other projects, New Mexico 13 12 13 12 Total New Mexico projects 53 51 502 449 Columbus Basin project, Nevada 126 126 127 249 Railroad Valley, Nevada — 79 — 95 Total Nevada projects 126 205 127 344 Sal Rica project, Utah 111 112 112 112 Total Utah projects 111 112 112 112 Coosa project, Alabama 31 38 128 47 Total Alabama projects 31 38 128 47 Total expense for the period $ 851 $ 955 $ 2,309 $ 2,706 |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 9 Months Ended |
Sep. 30, 2019 | |
ASSET RETIREMENT OBLIGATIONS | |
ASSET RETIREMENT OBLIGATIONS | 9. ASSET RETIREMENT OBLIGATIONS The following table summarizes the changes in the reserve for future restoration and reclamation costs on the balance sheet: September 30, December 31, (thousands of dollars) 2019 2018 Balance, beginning of period $ 6,203 $ 5,731 Liabilities settled (334) (521) Accretion expense 353 993 Balance, end of period 6,222 6,203 Less: Current portion (895) (708) Non-current portion $ 5,327 $ 5,495 The Company is currently performing plugging and surface reclamation activities at its Rosita and Vasquez projects located in Duval County, Texas. The Company’s current liability of $0.9 million consists of the estimated costs associated with current reclamation activities through September 2020 at the Company’s Rosita and Vasquez projects. |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2019 | |
COMMON STOCK. | |
COMMON STOCK | 10. COMMON STOCK Reverse Stock Split Immediately following the close of trading on April 22, 2019, the Company effected a one-for-fifty reverse stock split of its common stock. With the reverse stock split, every fifty shares of the Company’s issued and outstanding common stock were combined into one issued and outstanding share of common stock. The reverse stock split reduced the number of shares outstanding from approximately 74.7 million shares to approximately 1.5 million shares. The reverse stock split did not have any effect on the par value of the Company’s common stock. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would have resulted were settled in cash. All share data herein has been retroactively adjusted for the reverse stock split. Common Stock Issued, Net of Issuance Costs Stock Purchase Agreement with Lincoln Park Capital Fund, LLC. ("Lincoln Park") On May 24, 2019, Westwater entered into a securities purchase agreement, as amended by Amendment No. 1 thereto dated as of May 30, 2019 (as so amended, the "Purchase Agreement"), with Lincoln Park, pursuant to which the Company agreed to issue and sell to Lincoln Park, and Lincoln Park agreed to purchase from the Company (i) 104,294 shares of the Company's common stock and (ii) warrants to initially purchase an aggregate of up to 182,515 shares of common stock, at an exercise price of $5.062 per share, for an aggregate of $550,751. On May 30, 2019, the Company issued and sold the common shares and the warrants to Lincoln Park and received aggregate gross proceeds before expenses of $550,751. The warrants will become exercisable upon the six-month anniversary of the Closing Date and thereafter at any time during the five-year period following such date. Purchase Agreement ("PA") with Lincoln Park On June 6, 2019, the Company entered into the PA with Lincoln Park to place up to $10.0 million in the aggregate of the Company's common stock on an ongoing basis when required by the Company over a term of 24 months. Westwater will control the timing and amount of any sales to Lincoln Park, and Lincoln Park is obligated to make purchases in accordance with the PA. Any common stock that is sold to Lincoln Park will occur at a purchase price that is based on an agreed upon fixed discount to the Company's prevailing market prices at the time of each sale and with no upper limits to the price Lincoln Park may pay to purchase common stock. The agreement may be terminated by Westwater at any time, in its sole discretion, without any additional cost or penalty. The PA specifically provides that the Company may not issue or sell any shares of its common stock under the PA if such issuance or sale would breach any applicable rules of The Nasdaq Capital Market. In particular, Nasdaq Listing Rule 5635(d) provides that the Company may not issue or sell more than 19.99% of the shares of the Company’s common stock outstanding immediately prior to the execution of the PA without shareholder approval. On August 6, 2019 the Company conducted a Special Meeting of Shareholders whereby the Company received such approval to sell up to 3,200,000 shares of common stock under the PA.. Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the PA if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock. Following effectiveness of an S-1 registration statement relating to the resale of the shares subject to the PA on June 18, 2019, the Company began selling shares of its common stock to Lincoln Park under the terms of the PA. During the quarter ended September 30, 2019, the Company sold 466,784 shares of common stock for gross proceeds of $1.5 million. Inception-to-date through October 31, 2019, the Company has sold 1,234,534 shares of common stock for gross proceeds of $4.8 million. As of November 6, 2019, the Company has registered the resale by Lincoln Park of an additional 959,000 shares under a registration statement on Form S-1 which will be declared effective on November 7, 2019. Controlled Equity Offering Sales Agreement with Cantor Fitzgerald (“Cantor”) On April 14, 2017, the Company entered into the at-the-market offering (the "ATM Offering") with Cantor acting as sales agent. Under the ATM Offering, the Company may from time to time sell shares of its common stock having an aggregate offering amount up to $30.0 million in “at-the-market” offerings, $8.0 million of which shares were registered for sale under a registration statement on Form S‑3, which was declared effective on March 9, 2017. 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. As of September 30, 2019, the Company had sold 488,685 shares of common stock for net proceeds of $6.1 million under the ATM Offering, of which 57,205 shares of common stock and net proceeds of $0.4 million was sold in the nine months ended September 30, 2019. As a result, the Company had approximately $23.8 million remaining available for future sales under the ATM Offering, but has nil registered for sale as of September 30, 2019. Common Stock Issued for Acquisition of Alabama Graphite As discussed in Note 3 above, on April 23, 2018, the Company issued 232,504 shares of common stock in exchange for 100% of the outstanding shares of Alabama Graphite as part of the purchase consideration paid to acquire Alabama Graphite. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2019 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 11. STOCK-BASED COMPENSATION Stock-based compensation awards consist of stock options, restricted stock units and bonus shares issued under the Company’s equity incentive plans which include: the 2013 Omnibus Incentive Plan (the “2013 Plan") and the Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan (the “2004 Directors’ Plan"). Upon approval of the 2013 Plan by the Company’s stockholders on June 4, 2013, the Company’s authority to grant new awards under all plans other than the 2013 Plan was terminated. On July 18, 2017 and April 18, 2019, the Company’s stockholders approved amendments to the 2013 Plan to increase the authorized number of shares of common stock available and reserved for issuance under the 2013 Plan by 20,000 shares and 66,000 shares respectively and in 2017 re-approve the material terms of the performance goals under the plan. Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to eligible persons. The maximum number of the Company’s common stock that may be reserved for issuance under the 2013 Plan is currently 66,278 shares of common stock, plus unissued shares under the prior plans. Equity awards under the 2013 Plan are granted from time to time at the discretion of the Compensation Committee of the Board (the “Committee”), with vesting periods and other terms as determined by the Committee with a maximum term of 10 years. The 2013 Plan is administered by the Committee, which can delegate the administration to the Board, other Committees or to such other officers and employees of the Company as designated by the Committee and permitted by the 2013 Plan. As of September 30, 2019, 45,886 shares were available for future issuances under the 2013 Plan. For the nine months ending September 30, 2019 and 2018, the Company recorded stock-based compensation expense of $0.2 million and $0.3 million, respectively. Stock compensation expense is recorded in general and administrative expenses. In addition to the plans above, upon closing of the Company’s acquisition of Anatolia Energy Limited in November 2015, the Company issued 7,495 replacement options and performance shares to the option holders and performance shareholders of Anatolia Energy Limited. The number of replacement options and performance shares was based upon the Black-Scholes value with the exercise prices of the replacement options and performance shares determined using the exchange rate of 0.0001096. The options and performance shares were issued with the same terms and conditions as were applicable prior to the acquisition of Anatolia Energy Limited. As of September 30, 2019, there were 113 replacement options outstanding and no performance shares outstanding. In addition to the plans above, upon closing of the Company’s acquisition of Alabama Graphite in April 2018, the Company issued 50,168 replacement options and warrants to the option and warrant holders of Alabama Graphite. The number of replacement options and warrants shares was determined using the arrangement exchange rate of 0.0016. The exercise prices for the option and warrant shares were first converted for the exchange rate of 0.0016 and then converted to USD using the exchange rate on December 13, 2017 of 0.77809 (CAD to USD). The options and warrant shares were issued with the same terms and conditions as were applicable prior to the acquisition of Alabama Graphite. As of September 30, 2019, there were 4,528 replacement options and 11,440 replacement warrants outstanding. Stock Options The following table summarizes stock options outstanding and changes for the three-month periods ending September 30, 2019 and 2018: September 30, 2019 September 30, 2018 Weighted Weighted Number of Average Number of Average Stock Exercise Stock Exercise Options Price Options Price Stock options outstanding at beginning of period 18,546 $ 64.49 5,723 $ 276.50 Granted 20,942 19.25 16,254 49.00 Expired (1,040) 78.00 (1,608) 262.00 Canceled or forfeited (550) 19.25 — — Stock options outstanding at end of period 37,898 $ 39.78 20,369 $ 95.50 Stock options exercisable at end of period 37,898 $ 39.78 20,369 $ 95.50 The following table summarizes stock options outstanding and exercisable by stock option plan at September 30, 2019: Outstanding Stock Options Exercisable Stock Options Number of Weighted Number of Weighted Outstanding Average Stock Options Average Stock Option Plan Stock Options Exercise Price Exercisable Exercise Price 2004 Plan 96 $ 1,752.25 96 $ 1,752.25 2004 Directors’ Plan 3 10,380.00 3 10,380.00 2013 Plan 33,158 25.47 33,158 25.47 Replacement Options-AGC 4,528 81.65 4,528 81.65 Replacement Options-AEK 113 831.50 113 831.50 37,898 $ 39.78 37,898 $ 39.78 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 Compensation Committee of the Board of Directors at each vesting date, and the valuation of such awards assumes full satisfaction of all performance criteria. The following table summarizes RSU activity for the three-month periods ended September 30, 2019 and 2018: September 30, September 30, 2019 2018 Weighted- Weighted- Average Average Number of Grant Date Number of Grant Date RSUs Fair Value RSUs Fair Value Unvested RSUs at beginning of period 1,695 $ 70.00 3,578 $ 70.00 Granted — — — — Forfeited — — (189) 70.00 Vested — — — — Unvested RSUs at end of period 1,695 $ 70.00 3,389 $ 70.00 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2019 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 12. EARNINGS PER SHARE Basic and diluted loss per common share have been calculated based on the weighted-average shares outstanding during the period. Additionally, potentially dilutive shares of 237,214 and 38,865 were excluded from the calculation of earnings per share because the effect on the basic income per share would be anti-dilutive for the nine months ended September 30, 2019 and 2018, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES The Company’s uranium recovery operations are subject to federal and state regulations for the protection of the environment, including water quality. Future closure and reclamation costs are provided for as each pound of uranium is produced on a unit‑of‑production basis. The Company reviews its reclamation obligations each year and determines the appropriate unit charge. The Company also evaluates the status of current environmental laws and their potential impact on their accrual for costs. The Company believes its operations are materially compliant with current environmental regulations. At any given time, the Company may enter into negotiations to settle outstanding legal proceedings and any resulting accruals will be estimated based on the relevant facts and circumstances applicable at that time. We do not expect that such settlements will, individually or in the aggregate, have a material effect on our financial position, results of operations or cash flows. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
LEASES | |
LEASES | 14. LEASES Lease Adoption January 1, 2019 In February 2016, the FASB issued ASU No. 2016‑02, “Leases (Topic 842)” . This new standard requires lessees to recognize leases on their balance sheets. It also requires a dual approach for lessee accounting under which a lessee accounts for leases as finance leases or operating leases with the recognition of a right-of-use asset and a corresponding lease liability. For operating leases, the lessee recognizes straight-line lease expense. The new lease accounting standard along with the clarifying amendments subsequently issued by the FASB, collectively became effective for the Company on January 1, 2019. The Company adopted the new lease accounting standard by applying the new lease guidance at the adoption date on January 1, 2019, and as allowed under the transition relief provided in ASU 2018‑11, elected not to restate comparative periods. As of January 1, 2019, in connection with the adoption of the new lease accounting standard, the Company recorded a right-of-use lease asset totaling $595,870 with a corresponding lease liability totaling $599,596. The right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term using a discount rate of 9.5%. This rate is the Company’s current estimated incremental borrowing rate. The Company has operating leases for corporate offices, storage space and equipment. The leases have remaining lease terms of 1 to 5 years, one of which includes an option to extend the corporate office lease for 3 years. Under our corporate office lease, we are required to reimburse the lessor each month for common use expenses such as maintenance and security services. Because these amounts are variable from year to year and not specifically set in the lease terms, they are not included in the measurement of the right-of-use asset and related lease liability, but rather expensed in the period incurred. The Company is party to several leases that are for under one year in length. These include such leases as those for land used in exploration and mining activities, office equipment, machinery, office space, storage and other. The Company has elected the short-term lease exemptions allowed under the new leasing standards, whereby leases with initial terms of one year or less are not capitalized and instead expensed on a straight-line basis over the lease term. The components of lease expense were as follows: September 30, (thousands of dollars) 2019 Operating lease cost $ 121 Supplemental cash flow information related to leases was as follows: Nine months ended September 30, 2019 Cash paid for amounts included in lease liabilities: (thousands of dollars) Operating cash flows from operating leases $ 117 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 513 Supplemental balance sheet information related to leases was as follows: September 30, (thousands of dollars, except lease term and discount rate) 2019 Operating Leases Operating lease right-of-use assets $ 513 Current portion of lease liabilities $ 152 Operating lease liabilities – long term portion 369 Total operating lease liabilities $ 521 September 30, 2019 Weighted Average Remaining Lease Term Operating leases 4.0 Years Discount Rate Operating leases 9.5 % Maturities of lease liabilities are as follows: Operating Lease payments by year (In thousands) Leases 2019 $ 39 2020 159 2021 161 2022 162 2023 92 Total lease payments 613 Less imputed interest (92) Total $ 521 As of September 30, 2019, the company has $0.5 million in right-of-use assets and $0.5 million in related lease liabilities ($0.2 million of which is current). The most significant operating lease is for its corporate office in Centennial, Colorado, with $0.6 million remaining in undiscounted cash payments through the end of the lease term in 2023. The total undiscounted cash payments remaining on operating leases through the end of their respective terms is $0.6 million. |
GEOGRAPHIC AND SEGMENT INFORMAT
GEOGRAPHIC AND SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2019 | |
GEOGRAPHIC AND SEGMENT INFORMATION. | |
GEOGRAPHIC AND SEGMENT INFORMATION | 15. GEOGRAPHIC AND SEGMENT INFORMATION The Company currently operates in three reportable segments, which are uranium, lithium and graphite mining activities, including exploration, standby operations and restoration and reclamation activities. As a part of these activities, the Company also explores, evaluates and, if warranted, permits uranium, lithium and graphite properties. The Company’s long-term assets were $24.8 million and $25.8 million as of September 30, 2019 and December 31, 2018, respectively. 100% of the long-term assets are located in the United States. The Company reported no revenues during the nine months ended September 30, 2019 and September 30, 2018. The reportable segments are those operations whose operating results are reviewed by the Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance provided those operations pass certain quantitative thresholds. Operations whose revenues, earnings or losses or assets exceed or are expected to exceed 10% of the total consolidated revenue, earnings or losses or assets are reportable segments. Information about current assets and liabilities of the segments has not been provided because the information is not used to assess performance. The table below provides a breakdown of the long-term assets by reportable segments as of September 30, 2019 and December 31, 2018: September 30, 2019 (thousands of dollars) Corporate Uranium Lithium Graphite Total Net property, plant and equipment $ 126 $ 11,383 $ — $ 8,972 $ 20,481 Restricted cash — 3,774 — 10 3,784 Operating lease right of use assets 490 23 — — 513 Total long-term assets $ 616 $ 15,180 $ — $ 8,982 $ 24,778 December 31, 2018 (thousands of dollars) Corporate Uranium Lithium Graphite Total Net property, plant and equipment $ 162 $ 11,418 $ — $ 8,973 $ 20,553 Restricted cash — 3,722 — 10 3,732 Notes receivable, non-current — 1,493 — — 1,493 Total long-term assets $ 162 $ 16,633 $ — $ 8,983 $ 25,778 The table below provides a breakdown of the reportable segments for the three months ended September 30, 2019 and September 30, 2018. Non-mining activities and other administrative operations are reported in the Corporate column. Three months Ended September 30, 2019 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ — $ 583 $ 237 $ 31 $ 851 General and administrative expenses 844 447 1 67 1,359 Arbitration expenses 146 — — — 146 Accretion of asset retirement costs — 197 — — 197 Depreciation and amortization 1 22 — — 23 Loss from operations (991) (1,249) (238) (98) (2,576) Other income 13 729 — — 742 Loss before taxes $ (978) $ (520) $ (238) $ (98) $ (1,834) Three months Ended September 30, 2018 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ — $ 600 $ 317 $ 38 $ 955 General and administrative 1,086 478 — 141 1,705 Arbitration expenses 98 — — — 98 Accretion of asset retirement costs — 133 — — 133 Depreciation and amortization 1 26 — — 27 Loss from operations (1,185) (1,237) (317) (179) (2,918) Other income (expense) (246) 27 — — (219) Loss before taxes $ (1,431) $ (1,210) $ (317) $ (179) $ (3,137) The table below provides a breakdown of the reportable segments for the nine months ended September 30, 2019 and September 30, 2018. Non-mining activities and other administrative operations are reported in the Corporate column. Nine months Ended September 30, 2019 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ — $ 1,942 $ 239 $ 128 $ 2,309 General and administrative 3,208 1,272 1 283 4,764 Arbitration expenses 631 — — — 631 Accretion of asset retirement costs — 353 — — 353 Depreciation and amortization 3 68 — — 71 Loss from operations (3,842) (3,635) (240) (411) (8,128) Other income (expense) (384) 729 — — 345 Loss before taxes $ (4,226) $ (2,906) $ (240) $ (411) $ (7,783) Nine months Ended September 30, 2018 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ — $ 2,204 $ 455 $ 47 $ 2,706 General and administrative 3,676 1,383 — 378 5,437 Arbitration expenses 225 — — — 225 Acquisition related expenses 333 — — — 333 Accretion of asset retirement costs — 401 — — 401 Depreciation and amortization 3 90 — 1 94 Impairment of Uranium properties — 17,968 — — 17,968 Loss from operations (4,237) (22,046) (455) (426) (27,164) Other income 8 144 — — 152 Loss before taxes $ (4,229) $ (21,902) $ (455) $ (426) $ (27,012) |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION | |
Reverse Stock Split | Reverse Stock Split Immediately following the close of trading on April 22, 2019, the Company effected a one-for-fifty reverse stock split of its common stock. With the reverse stock split, every fifty shares of the Company’s issued and outstanding common stock were combined into one issued and outstanding share of common stock. The reverse stock split reduced the number of shares outstanding from approximately 74.7 million shares to approximately 1.5 million shares. The reverse stock split did not have any effect on the par value of the Company’s common stock. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would have resulted were settled in cash. All share data herein has been retroactively adjusted for the reverse stock split. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842),” which supersedes existing guidance for lease accounting. This new standard requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The new standard requires a dual approach for lessee accounting under which a lessee accounts for leases as finance leases or operating leases with the recognition of a right-of-use asset and a corresponding lease liability. For finance leases, the lessee recognizes interest expense and amortization of the right-of-use asset, and for operating leases, the lessee recognizes straight-line lease expense. The new lease accounting standard along with the clarifying amendments subsequently issued by the FASB, collectively became effective for the Company on January 1, 2019. The Company adopted the new lease accounting standard by applying the new lease guidance at the adoption date on January 1, 2019, and as allowed under the standard, used the modified retrospective method and elected not to restate comparative periods. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard. The Company did not elect the hindsight practical expedient to determine the lease term for existing leases. As of January 1, 2019, in connection with the adoption of the new lease accounting standard, the Company recorded a right-of-use lease asset totaling $0.6 million with a corresponding lease liability totaling $0.6 million. Refer to Note 14 for further details on our adoption of the new lease accounting standard. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016‑13, “Measurement of Credit Losses on Financial Instruments”. ASU 2016‑13 will change how companies account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities, companies will be required to estimate lifetime expected credit losses and recognize an allowance against the related instruments. For available for sale debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. The adoption of this update, if applicable, will result in earlier recognition of losses and impairments. In November 2018, the FASB issued ASU 2018‑19, “Codification Improvements to ASC 326, Financial Instruments – Credit Losses.” ASU 2016‑13 introduced an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. That methodology replaces the probable, incurred loss model for those assets. ASU 2018‑19 is the final version of Proposed Accounting Standards Update 2018‑270, which has been deleted. Additionally, the amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326‑20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. These updates are effective beginning January 1, 2023, and the Company is currently evaluating ASU 2016‑13 and ASU 2018‑19 and the potential impact of adopting this guidance on its financial reporting. In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (ASC 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. This update modifies the disclosure requirements for fair value measurements by removing, modifying or adding disclosures. ASU 2018‑13 is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. Certain disclosures in the update are applied retrospectively, while others are applied prospectively. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. As of September 30, (thousands of dollars) 2019 2018 Cash and cash equivalents $ 716 $ 1,366 Restricted cash - pledged deposits for performance bonds 3,784 3,668 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 4,500 $ 5,034 Funds deposited by the Company for collateralization of performance obligations are not available for the payment of general corporate obligations and are not included in cash equivalents. Restricted cash consists of money market accounts. The bonds are collateralized performance bonds required for future restoration and reclamation obligations related to the Company’s South Texas production properties. |
Notes Receivable | Notes Receivable These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost using the effective interest method less any provision for impairment. Management monitors these assets for credit quality and recoverability on a quarterly basis, including the value of any collateral. If the value of the collateral, less selling or recovery costs, exceeds the recorded investment in the asset, no impairment costs would be recorded. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
BASIS OF PRESENTATION | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. As of September 30, (thousands of dollars) 2019 2018 Cash and cash equivalents $ 716 $ 1,366 Restricted cash - pledged deposits for performance bonds 3,784 3,668 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 4,500 $ 5,034 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
ACQUISITIONS. | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary allocation of purchase price to the fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands): Consideration: Cash $ 2,397 Issuance of 232,504 common shares for replacement of Alabama Graphite shares 6,394 Issuance of 7,280 options for replacement of Alabama Graphite options 36 Issuance of 42,888 warrants for replacement of Alabama Graphite warrants 54 $ 8,881 The fair value of the consideration given was allocated as follows: Assets: Cash and cash equivalents $ 17 Short-term receivables 113 Prepaid expenses 42 Property, plant, equipment and graphite mineral interests 8,973 Total assets 9,145 Liabilities: Accounts payable and accrued liabilities 264 Total liabilities 264 Net assets $ 8,881 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
NOTES RECEIVABLE. | |
Schedule of Notes Receivable | The following tables show the notes receivable, accrued interest and unamortized discount on the Company’s notes receivable as of September 30, 2019 and December 31, 2018. September 30, 2019 Less Unamortized Note Balance Note Plus Accrued Note per Balance (thousands of dollars) Amount Interest Discount Sheet Current Assets Notes receivable Laramide – current $ — $ — $ — $ — Subtotal Notes Receivable – current $ — $ — $ — $ — Non-current Assets Notes receivable – Laramide – non-current $ — $ — $ — $ — Total Notes Receivable – current and non-current $ — $ — $ — $ — December 31, 2018 Less Unamortized Note Balance Note Plus Accrued Note per Balance (thousands of dollars) Amount Interest Discount Sheet Current Assets Notes receivable Laramide – current $ 1,500 $ 45 $ — $ 1,545 Subtotal Notes Receivable – current $ 1,500 $ 45 $ — $ 1,545 Non-current Assets Notes receivable – Laramide – non-current $ 2,000 $ — $ (507) $ 1,493 Total Notes Receivable – current and non-current $ 3,500 $ 45 $ (507) $ 3,038 |
SALE OF URANIUM ASSETS (Tables)
SALE OF URANIUM ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
SALE OF URANIUM ASSETS | |
Schedule of gain on disposal of uranium assets | The sale of these uranium assets was accounted for as an asset disposal. The Company recorded the following gain on disposal of uranium assets on its Condensed Consolidated Statements of Operations: URC Transaction (thousands of dollars) Total cash consideration received, net of transaction costs $ 2,470 Carrying value of promissory note (1,741) Carrying value of royalty interests — Gain on disposal of uranium assets $ 729 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
FINANCIAL INSTRUMENTS | |
Schedule of Fair Value on Recurring and Non-recurring Basis | The following table presents information about assets that were recorded at fair value on a recurring and non-recurring basis as of September 30, 2019 and December 31, 2018 and indicate the fair value hierarchy. September 30, 2019 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Short-term available-for-sale investments $ — $ — $ — $ — Total current assets recorded at fair value $ — $ — $ — $ — Non-current Assets Restricted cash $ 3,784 $ — — $ 3,784 Total non-current assets recorded at fair value $ 3,784 $ — $ — $ 3,784 December 31, 2018 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Short-term available-for-sale investments $ 415 $ — $ — $ 415 Total current assets recorded at fair value $ 415 $ — $ — $ 415 Non-current Assets Restricted cash $ 3,732 $ — — $ 3,732 Total non-current assets recorded at fair value $ 3,732 $ — $ — $ 3,732 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
PROPERTY, PLANT AND EQUIPMENT. | |
Schedule of Property, Plant and Equipment | Net Book Value of Property, Plant and Equipment at September 30, 2019 (thousands of dollars) Turkey Texas Alabama New Mexico Corporate Total Uranium plant $ — $ 3,142 $ — $ — $ — $ 3,142 Mineral rights and properties — — 8,972 7,806 — 16,778 Other property, plant and equipment 6 429 — — 126 561 Total $ 6 $ 3,571 $ 8,972 $ 7,806 $ 126 $ 20,481 Net Book Value of Property, Plant and Equipment at December 31, 2018 (thousands of dollars) Turkey Texas Alabama New Mexico Corporate Total Uranium plant $ — $ 3,256 $ — $ — $ — $ 3,256 Mineral rights and properties — — 8,973 7,806 — 16,779 Other property, plant and equipment 8 348 — — 162 518 Total $ 8 $ 3,604 $ 8,973 $ 7,806 $ 162 $ 20,553 |
MINERAL PROPERTY EXPENDITURES (
MINERAL PROPERTY EXPENDITURES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
MINERAL PROPERTY EXPENDITURES | |
Schedule of Mineral Property Expenses | Mineral property expenditures by geographical location for the three and nine months ended September 30, 2019 and 2018 are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 (thousands of dollars) Temrezli project, Turkey $ — $ 11 $ — $ 107 Total Turkey projects — 11 — 107 Kingsville Dome project, Texas 203 223 592 646 Rosita project, Texas 237 259 454 614 Vasquez project, Texas 85 42 397 373 Other projects, Texas 5 14 (3) 14 Total Texas projects 530 538 1,440 1,647 Cebolleta project, New Mexico — — 440 389 Juan Tafoya project, New Mexico 40 39 49 48 Other projects, New Mexico 13 12 13 12 Total New Mexico projects 53 51 502 449 Columbus Basin project, Nevada 126 126 127 249 Railroad Valley, Nevada — 79 — 95 Total Nevada projects 126 205 127 344 Sal Rica project, Utah 111 112 112 112 Total Utah projects 111 112 112 112 Coosa project, Alabama 31 38 128 47 Total Alabama projects 31 38 128 47 Total expense for the period $ 851 $ 955 $ 2,309 $ 2,706 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
ASSET RETIREMENT OBLIGATIONS | |
Summary of Asset Retirement Obligation | The following table summarizes the changes in the reserve for future restoration and reclamation costs on the balance sheet: September 30, December 31, (thousands of dollars) 2019 2018 Balance, beginning of period $ 6,203 $ 5,731 Liabilities settled (334) (521) Accretion expense 353 993 Balance, end of period 6,222 6,203 Less: Current portion (895) (708) Non-current portion $ 5,327 $ 5,495 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
STOCK-BASED COMPENSATION | |
Summary of Stock Options Outstanding | The following table summarizes stock options outstanding and changes for the three-month periods ending September 30, 2019 and 2018: September 30, 2019 September 30, 2018 Weighted Weighted Number of Average Number of Average Stock Exercise Stock Exercise Options Price Options Price Stock options outstanding at beginning of period 18,546 $ 64.49 5,723 $ 276.50 Granted 20,942 19.25 16,254 49.00 Expired (1,040) 78.00 (1,608) 262.00 Canceled or forfeited (550) 19.25 — — Stock options outstanding at end of period 37,898 $ 39.78 20,369 $ 95.50 Stock options exercisable at end of period 37,898 $ 39.78 20,369 $ 95.50 |
Summary of Stock Options Outstanding and Exercisable by Stock Option Plan | The following table summarizes stock options outstanding and exercisable by stock option plan at September 30, 2019: Outstanding Stock Options Exercisable Stock Options Number of Weighted Number of Weighted Outstanding Average Stock Options Average Stock Option Plan Stock Options Exercise Price Exercisable Exercise Price 2004 Plan 96 $ 1,752.25 96 $ 1,752.25 2004 Directors’ Plan 3 10,380.00 3 10,380.00 2013 Plan 33,158 25.47 33,158 25.47 Replacement Options-AGC 4,528 81.65 4,528 81.65 Replacement Options-AEK 113 831.50 113 831.50 37,898 $ 39.78 37,898 $ 39.78 |
Summary of Status of Non-vested Restricted Shares | The following table summarizes RSU activity for the three-month periods ended September 30, 2019 and 2018: September 30, September 30, 2019 2018 Weighted- Weighted- Average Average Number of Grant Date Number of Grant Date RSUs Fair Value RSUs Fair Value Unvested RSUs at beginning of period 1,695 $ 70.00 3,578 $ 70.00 Granted — — — — Forfeited — — (189) 70.00 Vested — — — — Unvested RSUs at end of period 1,695 $ 70.00 3,389 $ 70.00 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
LEASES | |
Components of lease expense | September 30, (thousands of dollars) 2019 Operating lease cost $ 121 |
Schedule of operating leases | Nine months ended September 30, 2019 Cash paid for amounts included in lease liabilities: (thousands of dollars) Operating cash flows from operating leases $ 117 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 513 September 30, (thousands of dollars, except lease term and discount rate) 2019 Operating Leases Operating lease right-of-use assets $ 513 Current portion of lease liabilities $ 152 Operating lease liabilities – long term portion 369 Total operating lease liabilities $ 521 September 30, 2019 Weighted Average Remaining Lease Term Operating leases 4.0 Years Discount Rate Operating leases 9.5 % Operating Lease payments by year (In thousands) Leases 2019 $ 39 2020 159 2021 161 2022 162 2023 92 Total lease payments 613 Less imputed interest (92) Total $ 521 |
GEOGRAPHIC AND SEGMENT INFORM_2
GEOGRAPHIC AND SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
GEOGRAPHIC AND SEGMENT INFORMATION. | |
Schedule of Segment Reporting Information | September 30, 2019 (thousands of dollars) Corporate Uranium Lithium Graphite Total Net property, plant and equipment $ 126 $ 11,383 $ — $ 8,972 $ 20,481 Restricted cash — 3,774 — 10 3,784 Operating lease right of use assets 490 23 — — 513 Total long-term assets $ 616 $ 15,180 $ — $ 8,982 $ 24,778 December 31, 2018 (thousands of dollars) Corporate Uranium Lithium Graphite Total Net property, plant and equipment $ 162 $ 11,418 $ — $ 8,973 $ 20,553 Restricted cash — 3,722 — 10 3,732 Notes receivable, non-current — 1,493 — — 1,493 Total long-term assets $ 162 $ 16,633 $ — $ 8,983 $ 25,778 Three months Ended September 30, 2019 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ — $ 583 $ 237 $ 31 $ 851 General and administrative expenses 844 447 1 67 1,359 Arbitration expenses 146 — — — 146 Accretion of asset retirement costs — 197 — — 197 Depreciation and amortization 1 22 — — 23 Loss from operations (991) (1,249) (238) (98) (2,576) Other income 13 729 — — 742 Loss before taxes $ (978) $ (520) $ (238) $ (98) $ (1,834) Three months Ended September 30, 2018 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ — $ 600 $ 317 $ 38 $ 955 General and administrative 1,086 478 — 141 1,705 Arbitration expenses 98 — — — 98 Accretion of asset retirement costs — 133 — — 133 Depreciation and amortization 1 26 — — 27 Loss from operations (1,185) (1,237) (317) (179) (2,918) Other income (expense) (246) 27 — — (219) Loss before taxes $ (1,431) $ (1,210) $ (317) $ (179) $ (3,137) Nine months Ended September 30, 2019 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ — $ 1,942 $ 239 $ 128 $ 2,309 General and administrative 3,208 1,272 1 283 4,764 Arbitration expenses 631 — — — 631 Accretion of asset retirement costs — 353 — — 353 Depreciation and amortization 3 68 — — 71 Loss from operations (3,842) (3,635) (240) (411) (8,128) Other income (expense) (384) 729 — — 345 Loss before taxes $ (4,226) $ (2,906) $ (240) $ (411) $ (7,783) Nine months Ended September 30, 2018 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ — $ 2,204 $ 455 $ 47 $ 2,706 General and administrative 3,676 1,383 — 378 5,437 Arbitration expenses 225 — — — 225 Acquisition related expenses 333 — — — 333 Accretion of asset retirement costs — 401 — — 401 Depreciation and amortization 3 90 — 1 94 Impairment of Uranium properties — 17,968 — — 17,968 Loss from operations (4,237) (22,046) (455) (426) (27,164) Other income 8 144 — — 152 Loss before taxes $ (4,229) $ (21,902) $ (455) $ (426) $ (27,012) |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | Apr. 22, 2019shares | Sep. 30, 2019USD ($)shares | Jan. 01, 2019USD ($) | Dec. 31, 2018shares |
Reverse stock split of its common stock | 0.02 | |||
Common stock outstanding before the effect of reverse stock spilt conversion | shares | 74,700,000 | |||
Common stock outstanding after the effect of reverse stock spilt conversion | shares | 1,500,000 | 2,124,995 | 1,436,394 | |
Reverse stock split of its fractional shares | shares | 0 | 0 | ||
Right-of-use lease asset | $ 513,000 | $ 595,870 | ||
Lease liability | $ 521,000 | 599,596 | ||
Accounting Standards Update 2016-02 | ||||
Right-of-use lease asset | 600,000 | |||
Lease liability | $ 600,000 |
BASIS OF PRESENTATION - Schedul
BASIS OF PRESENTATION - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
BASIS OF PRESENTATION | ||||
Cash and cash equivalents | $ 2,300 | $ 716 | $ 1,577 | $ 1,366 |
Restricted cash - pledged deposits for performance bonds | 3,784 | 3,668 | ||
Cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 4,500 | $ 5,034 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details) - USD ($) $ in Thousands | Jun. 06, 2019 | Oct. 31, 2019 | Sep. 30, 2019 | Nov. 05, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
Cash balances | $ 2,300 | $ 716 | $ 1,577 | $ 1,366 | ||
Working capital | 2,600 | |||||
Period for financing from common stock | 24 months | |||||
Remaining sales capacity | $ 5,200 | |||||
Additional shares registered for resale by Lincoln Park | 959,000 | |||||
Lincoln Park Capital Fund, LLC | ||||||
Amount received from sale of stock | 1,500 | |||||
Period for financing from common stock | 24 months | |||||
Lincoln Park Capital Fund, LLC | Stock Purchase Agreement | ||||||
Amount received from sale of stock | $ 10,000 | |||||
Cantor Fitzgerald & Co | Controlled Equity Offering Sales Agreement | ||||||
Available for future sales | $ 23,800 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Apr. 23, 2018 | Sep. 30, 2018 | Dec. 13, 2017 |
Acquisition related costs | $ 333,000 | ||
Common Stock | |||
Common stock issued for purchase of lithium properties, shares | 4,000 | ||
Alabama Graphite Corp. | |||
Total consideration | $ 8,900,000 | ||
Debt instrument conversion price per share | $ 0.0016 | $ 0.77809 | |
Number of shares issued during period for acquisition | 232,504 | ||
Acquisition share price | $ 27.50 | ||
Due from related party | $ 1,800,000 | ||
Acquisition related costs | 1,900,000 | ||
Additional cash consideration | 600,000 | ||
Alabama Graphite Corp. | Common Stock | |||
Acquisition of transaction cost | 6,400,000 | ||
Alabama Graphite Corp. | Warrants and Options | |||
Acquisition of transaction cost | $ 89,000 | ||
Alabama Graphite Corp. | Options | |||
Number of shares issued during period for acquisition | 7,280 | ||
Alabama Graphite Corp. | Warrants | |||
Number of shares issued during period for acquisition | 42,888 | ||
Alabama Graphite Corp. | Alabama | |||
Percentage of acquisition of outstanding securities | 100.00% | ||
Total consideration | $ 2,400,000 |
ACQUISITIONS - Schedule of Fair
ACQUISITIONS - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Total consideration received | $ 8,881 |
Cash and cash equivalents | 17 |
Short-term receivables | 113 |
Prepaid expenses | 42 |
Property, plant, equipment and graphite mineral interests | 8,973 |
Total assets | 9,145 |
Accounts payable and accrued liabilities | 264 |
Total liabilities | 264 |
Net assets | 8,881 |
Cash | |
Business Acquisition [Line Items] | |
Total consideration received | 2,397 |
Common Shares for Replacement of Alabama Graphite Shares | |
Business Acquisition [Line Items] | |
Total consideration received | 6,394 |
Options for Replacement of Alabama Graphite Options | |
Business Acquisition [Line Items] | |
Total consideration received | 36 |
Warrants for Replacement of Alabama Graphite Warrants | |
Business Acquisition [Line Items] | |
Total consideration received | $ 54 |
ACQUISITIONS - Schedule of Fa_2
ACQUISITIONS - Schedule of Fair Value of Assets Acquired and Liabilities Assumed Additional Information (Details) | 12 Months Ended |
Dec. 31, 2018shares | |
Business Acquisition [Line Items] | |
Issuance of option for replacements | 7,280 |
Issuance of warrants for replacement | 42,888 |
Alabama Graphite | |
Business Acquisition [Line Items] | |
Issuance of common shares for replacements | 232,504 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) | Aug. 30, 2019tranche | Oct. 31, 2019USD ($) | Jan. 31, 2019USD ($)installmentshares | Jan. 31, 2018USD ($)installmentshares | Jan. 31, 2017shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Jan. 05, 2020USD ($) | Dec. 31, 2018USD ($) |
Accrued interest receivable | $ 45,000 | |||||||||
Number of installments | installment | 2 | 2 | ||||||||
Number of installment payments | $ 1,500,000 | $ 1,500,000 | ||||||||
Number of tranches | tranche | 3 | |||||||||
Proceeds from issuance of common stock | $ 4,800,000 | $ 2,628,000 | $ 5,917,000 | |||||||
Loss on sale of marketable securities | $ 391,000 | 720,000 | $ 484,000 | |||||||
Laramide Resources Ltd | ||||||||||
Promissory debt | $ 5,000,000 | |||||||||
Debt instrument, term | 3 years | |||||||||
Debt interest rate | 5.00% | |||||||||
Cash receipts discounted at market rate | 9.50% | |||||||||
Number of issuance of common shares | shares | 2,483,034 | 1,982,483 | 2,218,133 | |||||||
Laramide Resources Ltd | Second Note Installment | ||||||||||
Debt principal amount due | $ 750,000 | |||||||||
Number of issuance of common shares | shares | 2,483,034 | |||||||||
Debt interest payments | $ 96,022 | |||||||||
Laramide Resources Ltd | Share-based Compensation Award, Tranche Two | ||||||||||
Number of issuance of common shares | shares | 2,218,133 | |||||||||
Laramide Resources Ltd | Share Based Compensation Award Tranche Third | ||||||||||
Proceeds from issuance of common stock | $ 500,000 | |||||||||
Loss on sale of marketable securities | $ 700,000 | |||||||||
Laramide Resources Ltd | Share Based Compensation Award Tranche Third | Common Stock | ||||||||||
Number of issuance of common shares | shares | 2,483,034 | |||||||||
Laramide Resources Ltd | Share Based Compensation Award Tranche Third | Warrants | ||||||||||
Number of issuance of common shares | shares | 2,218,133 | |||||||||
Laramide Resources Ltd | January 2019 | Second Note Installment | ||||||||||
Debt principal amount due | 1,500,000 | |||||||||
Laramide Resources Ltd | January 5, 2020 | ||||||||||
Debt principal amount due | $ 2,000,000 | |||||||||
Laramide Resources Ltd. | First Note Installment | ||||||||||
Debt principal amount due | $ 750,000 | $ 1,500,000 | ||||||||
Number of issuance of common shares | shares | 1,982,483 |
NOTES RECEIVABLE - Schedule of
NOTES RECEIVABLE - Schedule of Notes Receivable (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Note Amount, current | $ 1,500 |
Plus Accrued Interest, current | 45 |
Note Balance per Balance Sheet, current | 1,545 |
Notes receivable, non-current | 1,493 |
Note Amount, current and non-current | 3,500 |
Plus Accrued interest, current and non-current | 45 |
Less Unamortized Note Discount, current and non-current | (507) |
Note Balance per Balance Sheet, current and non-current | 3,038 |
Notes Receivable - Laramide | |
Note Amount, current | 1,500 |
Plus Accrued Interest, current | 45 |
Note Balance per Balance Sheet, current | 1,545 |
Note Amount, non-current | 2,000 |
Less Unamortized Note Discount, non-current | (507) |
Notes receivable, non-current | $ 1,493 |
SALE OF URANIUM ASSETS (Details
SALE OF URANIUM ASSETS (Details) $ in Thousands | Sep. 30, 2019USD ($) | Aug. 30, 2019USD ($) | Mar. 05, 2019USD ($)item |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Royalty interests sold | item | 4 | ||
Exchange for final payment | $ 1,250 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Deposit for sale of assets | $ 500 | ||
Total cash consideration of disposal | 2,750 | ||
Cash proceed | $ 1,000 | ||
Borrowings | $ 2,000 |
SALE OF URANIUM ASSETS - Gain o
SALE OF URANIUM ASSETS - Gain on disposal of uranium assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
SALE OF URANIUM ASSETS | |
Total cash consideration received, net of transaction costs | $ 2,470 |
Carrying value of promissory note | (1,741) |
Gain on disposal of uranium assets | $ 729 |
FINANCIAL INSTRUMENTS - Schedul
FINANCIAL INSTRUMENTS - Schedule of Fair Value on Recurring and Non-recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Short-term available-for-sale investments | $ 415 | |
Total current assets recorded at fair value | 415 | |
Restricted cash | $ 3,784 | 3,732 |
Total non-current assets recorded at fair value | 3,784 | 3,732 |
Fair Value, Inputs, Level 1 | ||
Short-term available-for-sale investments | 415 | |
Total current assets recorded at fair value | 415 | |
Restricted cash | 3,784 | 3,732 |
Total non-current assets recorded at fair value | $ 3,784 | $ 3,732 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Net property, plant and equipment | $ 20,481 | $ 20,553 |
Turkey | ||
Net property, plant and equipment | 6 | 8 |
Texas | ||
Net property, plant and equipment | 3,571 | 3,604 |
Alabama | ||
Net property, plant and equipment | 8,972 | 8,973 |
New Mexico | ||
Net property, plant and equipment | 7,806 | 7,806 |
Corporate | ||
Net property, plant and equipment | 126 | 162 |
Uranium Plant | ||
Net property, plant and equipment | 3,142 | 3,256 |
Uranium Plant | Texas | ||
Net property, plant and equipment | 3,142 | 3,256 |
Mineral Rights and Properties | ||
Net property, plant and equipment | 16,778 | 16,779 |
Mineral Rights and Properties | Alabama | ||
Net property, plant and equipment | 8,972 | 8,973 |
Mineral Rights and Properties | New Mexico | ||
Net property, plant and equipment | 7,806 | 7,806 |
Other Property Plant and Equipment | ||
Net property, plant and equipment | 561 | 518 |
Other Property Plant and Equipment | Turkey | ||
Net property, plant and equipment | 6 | 8 |
Other Property Plant and Equipment | Texas | ||
Net property, plant and equipment | 429 | 348 |
Other Property Plant and Equipment | Corporate | ||
Net property, plant and equipment | $ 126 | $ 162 |
MINERAL PROPERTY EXPENDITURES_2
MINERAL PROPERTY EXPENDITURES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Mineral property expenses | $ 851 | $ 955 | $ 2,309 | $ 2,706 |
Temrezli Project, Turkey | ||||
Mineral property expenses | 11 | 107 | ||
Total Turkey Projects | ||||
Mineral property expenses | 11 | 107 | ||
Kingsville Dome Project, Texas | ||||
Mineral property expenses | 203 | 223 | 592 | 646 |
Rosita Project, Texas | ||||
Mineral property expenses | 237 | 259 | 454 | 614 |
Vasquez Project, Texas | ||||
Mineral property expenses | 85 | 42 | 397 | 373 |
Other Projects, Texas | ||||
Mineral property expenses | 5 | 14 | 3 | 14 |
Total Texas Projects | ||||
Mineral property expenses | 530 | 538 | 1,440 | 1,647 |
Cebolleta Project, New Mexico | ||||
Mineral property expenses | 440 | 389 | ||
Juan Tafoya Project, New Mexico | ||||
Mineral property expenses | 40 | 39 | 49 | 48 |
Other Projects, New Mexico | ||||
Mineral property expenses | 13 | 12 | 13 | 12 |
Total New Mexico Projects | ||||
Mineral property expenses | 53 | 51 | 502 | 449 |
Columbus Basin Project, Nevada | ||||
Mineral property expenses | 126 | 126 | 127 | 249 |
Railroad Valley Project, Nevada | ||||
Mineral property expenses | 79 | 95 | ||
Total Nevada Projects | ||||
Mineral property expenses | 126 | 205 | 127 | 344 |
Sal Rica Project, Utah | ||||
Mineral property expenses | 111 | 112 | 112 | 112 |
Total Utah Projects | ||||
Mineral property expenses | 111 | 112 | 112 | 112 |
Coosa Project, Alabama | ||||
Mineral property expenses | 31 | 38 | 128 | 47 |
Total Alabama Projects | ||||
Mineral property expenses | $ 31 | $ 38 | $ 128 | $ 47 |
ASSET RETIREMENT OBLIGATION (De
ASSET RETIREMENT OBLIGATION (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 |
ASSET RETIREMENT OBLIGATIONS | |||
Asset retirement obligation current | $ 895 | $ 708 | |
Collateralized with restricted cash | $ 3,784 | $ 3,668 |
ASSET RETIREMENT OBLIGATION - S
ASSET RETIREMENT OBLIGATION - Summary of Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
ASSET RETIREMENT OBLIGATIONS | |||||
Balance, beginning of period | $ 6,203 | $ 5,731 | $ 5,731 | ||
Liabilities settled | (334) | (521) | |||
Accretion expense | $ 197 | $ 133 | 353 | $ 401 | 993 |
Balance, end of period | 6,222 | 6,222 | 6,203 | ||
Less: Current portion | (895) | (895) | (708) | ||
Non-current Portion | $ 5,327 | $ 5,327 | $ 5,495 |
COMMON STOCK (Details)
COMMON STOCK (Details) | Jun. 06, 2019USD ($) | May 24, 2019USD ($)$ / sharesshares | Apr. 22, 2019shares | Apr. 23, 2018shares | Apr. 14, 2017USD ($) | Mar. 09, 2017USD ($) | Oct. 31, 2019USD ($)shares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018shares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)shares | Nov. 06, 2019shares | Nov. 05, 2019shares | Aug. 06, 2019shares | Dec. 31, 2018$ / sharesshares |
Reverse stock split of its common stock | 0.02 | ||||||||||||||
Common stock outstanding before the effect of reverse stock spilt conversion | 74,700,000 | ||||||||||||||
Common stock outstanding after the effect of reverse stock spilt conversion | 1,500,000 | 2,124,995 | 2,124,995 | 1,436,394 | |||||||||||
Reverse stock split of its fractional shares | 0 | 0 | |||||||||||||
Number of common stock issued | 1,234,534 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Proceeds from common stock | $ | $ 4,800,000 | $ 2,628,000 | $ 5,917,000 | ||||||||||||
Additional shares registered for resale by Lincoln Park | 959,000 | ||||||||||||||
Warrant purchase price per share | $ / shares | $ 5.062 | ||||||||||||||
Net proceeds of warrants | $ | $ 550,751 | ||||||||||||||
Number of months before the warrants become exercisable | 6 months | ||||||||||||||
Warrants, exercisable period | 5 years | ||||||||||||||
Period for financing from common stock | 24 months | ||||||||||||||
Fair value of shares issued | $ | 95,000 | ||||||||||||||
Number of shares issued for services, value | $ | $ 95,000 | ||||||||||||||
ATM Offering | |||||||||||||||
Net proceeds from direct offering | $ | $ 30,000,000 | $ 8,000,000 | |||||||||||||
Proceeds from common stock | $ | $ 6,100,000 | ||||||||||||||
Number of common stock sold | 488,685 | ||||||||||||||
Common Stock | |||||||||||||||
Reverse stock split of its common stock | 0.02 | ||||||||||||||
Number of common stock issued | 466,785 | 206,674 | 688,208 | 353,909 | |||||||||||
Number of shares issued for services | 3,455 | ||||||||||||||
Common Stock | ATM Offering | |||||||||||||||
Proceeds from common stock | $ | $ 400,000 | ||||||||||||||
Number of common stock sold | 57,205 | ||||||||||||||
Available for future sales | $ | $ 23,800,000 | ||||||||||||||
Common stock registered for sale, value | $ | $ 0 | ||||||||||||||
Maximum | |||||||||||||||
Number of warrants issued for common stock | 182,515 | ||||||||||||||
Maximum | ATM Offering | |||||||||||||||
Sales commission percentage | 2.50% | ||||||||||||||
Lincoln Park Capital Fund, LLC | |||||||||||||||
Number of common stock issued | 104,294 | ||||||||||||||
Maximum financing from common stock | $ | $ 10,000,000 | ||||||||||||||
Period for financing from common stock | 24 months | ||||||||||||||
Minimum percentage considered for not to sale common stock | 9.99% | ||||||||||||||
Number of common stock sold | 466,784 | ||||||||||||||
Gross proceeds from the sale of common stock | $ | $ 1,500,000 | ||||||||||||||
Lincoln Park Capital Fund, LLC | Forecast | |||||||||||||||
Additional shares registered for resale by Lincoln Park | 959,000 | ||||||||||||||
Lincoln Park Capital Fund, LLC | Minimum | |||||||||||||||
Percentage of common stock issuable | 19.99% | ||||||||||||||
Alabama Graphite | |||||||||||||||
Number of common stock issued | 232,504 | ||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||
Stock Purchase Agreement | Lincoln Park Capital Fund, LLC | |||||||||||||||
Gross proceeds from the sale of common stock | $ | $ 10,000,000 | ||||||||||||||
Stock Purchase Agreement | Lincoln Park Capital Fund, LLC | Maximum | |||||||||||||||
Common stock issuable | 3,200,000 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |||||
Apr. 30, 2018 | Nov. 30, 2015 | Sep. 30, 2019 | Sep. 30, 2018 | Apr. 18, 2019 | Dec. 13, 2017 | Jul. 18, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 0.2 | $ 0.3 | |||||
Anatolia Energy Limited | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of replacement options issued | 7,495 | ||||||
Debt instrument conversion price per share | $ 0.0001096 | ||||||
Number of replacement options outstanding | 113 | ||||||
Alabama Graphite | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of replacement options outstanding | 4,528 | ||||||
Number of replacement options and warrants | 50,168 | ||||||
Replacement options and warrants shares exchange rate | $ 0.0016 | ||||||
Exercise prices for the option and warrant shares | $ 0.77809 | ||||||
Number of replacement warrants outstanding | 11,440 | ||||||
2013 Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock shares reserved for future issuance | 45,886 | ||||||
2013 Omnibus Incentive Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock shares reserved for future issuance | 66,278 | 66,000 | 20,000 | ||||
Stock option vesting period | 10 years |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock Options Outstanding (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
STOCK-BASED COMPENSATION | ||
Number of stock options outstanding, Beginning of period | 18,546 | 5,723 |
Number of stock options outstanding, Granted | 20,942 | 16,254 |
Number of stock options outstanding, Expired | (1,040) | (1,608) |
Number of stock options outstanding, Canceled or forfeited | (550) | |
Number of stock options outstanding, End of period | 37,898 | 20,369 |
Number of stock options Exercisable, End of period | 37,898 | 20,369 |
Weighted average exercise price, Beginning of period | $ 64.49 | $ 276.50 |
Weighted average exercise price, Granted | 19.25 | 49 |
Weighted average exercise price, Expired | 78 | 262 |
Weighted average exercise price, Canceled or forfeited | 19.25 | |
Weighted average exercise price, End of period | 39.78 | 95.50 |
Weighted average exercise price Exercisable, End of period | $ 39.78 | $ 95.50 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Stock Options Outstanding and Exercisable by Stock Option Plan (Details) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding Stock Options, Number of Outstanding Stock Options | 37,898 | 18,546 | 20,369 | 5,723 |
Outstanding Stock Options, Weighted Average Exercise Price | $ 39.78 | $ 64.49 | $ 95.50 | $ 276.50 |
Exercisable Stock Options, Number of Exercisable Stock Options | 37,898 | 20,369 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 39.78 | $ 95.50 | ||
2004 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding Stock Options, Number of Outstanding Stock Options | 96 | |||
Outstanding Stock Options, Weighted Average Exercise Price | $ 1,752.25 | |||
Exercisable Stock Options, Number of Exercisable Stock Options | 96 | |||
Exercisable Stock Options, Weighted Average Exercise Price | $ 1,752.25 | |||
2004 Directors Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding Stock Options, Number of Outstanding Stock Options | 3 | |||
Outstanding Stock Options, Weighted Average Exercise Price | $ 10,380 | |||
Exercisable Stock Options, Number of Exercisable Stock Options | 3 | |||
Exercisable Stock Options, Weighted Average Exercise Price | $ 10,380 | |||
2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding Stock Options, Number of Outstanding Stock Options | 33,158 | |||
Outstanding Stock Options, Weighted Average Exercise Price | $ 25.47 | |||
Exercisable Stock Options, Number of Exercisable Stock Options | 33,158 | |||
Exercisable Stock Options, Weighted Average Exercise Price | $ 25.47 | |||
Replacement Stock Options - Alabama Graphite | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding Stock Options, Number of Outstanding Stock Options | 4,528 | |||
Outstanding Stock Options, Weighted Average Exercise Price | $ 81.65 | |||
Exercisable Stock Options, Number of Exercisable Stock Options | 4,528 | |||
Exercisable Stock Options, Weighted Average Exercise Price | $ 81.65 | |||
Replacement Stock Options - Anatolia Energy | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding Stock Options, Number of Outstanding Stock Options | 113 | |||
Outstanding Stock Options, Weighted Average Exercise Price | $ 831.50 | |||
Exercisable Stock Options, Number of Exercisable Stock Options | 113 | |||
Exercisable Stock Options, Weighted Average Exercise Price | $ 831.50 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - Restricted Stock Units - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of RSUs, Unvested beginning of period | 1,695 | 3,578 |
Number of RSUs, Granted | 0 | 0 |
Number of RSUs, Forfeited | 0 | (189) |
Number of RSUs, Vested | 0 | 0 |
Number of RSUs, Unvested end of period | 1,695 | 3,389 |
Weighted Average Grant Date Fair Value, Unvested RSUs beginning of period | $ 70 | $ 70 |
Weighted Average Grant Date Fair Value, Granted | 0 | 0 |
Weighted Average Grant Date Fair Value, Forfeited | 0 | 70 |
Weighted Average Grant Date Fair Value, Vested | 0 | 0 |
Weighted Average Grant Date Fair Value, Unvested RSUs end of period | $ 70 | $ 70 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
EARNINGS PER SHARE | ||
Potentially dilutive shares | 237,214 | 38,865 |
LEASES (Details)
LEASES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Jan. 01, 2019 | |
Right-of-use lease asset | $ 513,000 | $ 595,870 |
Lease liability | $ 521,000 | 599,596 |
Lease term using a discount rate | 9.50% | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |
Option to extend | 3 years | |
Lease expense: | ||
Operating lease cost | $ 121,000 | |
Supplemental cash flow information related to leases: | ||
Operating cash flows from operating leases | 117,000 | |
Operating leases | 513,000 | |
Supplemental balance sheet information related to leases: | ||
Operating lease right-of-use assets | 513,000 | |
Current portion of lease liabilities | 152,000 | |
Operating lease liabilities - Long term portion | 369,000 | |
Total operating lease liabilities | $ 521,000 | $ 599,596 |
Weighted Average Remaining Lease Term | 4 years | |
Discount Rate | 9.50% | |
Maximum | ||
Lease terms | 5 years | |
Minimum | ||
Lease terms | 1 year |
LEASES - Lease payments and Mat
LEASES - Lease payments and Maturities of lease liabilities (Details) - USD ($) | Sep. 30, 2019 | Jan. 01, 2019 |
Undiscounted cash payments: | ||
2019 | $ 39,000 | |
2020 | 159,000 | |
2021 | 161,000 | |
2022 | 162,000 | |
2023 | 92,000 | |
Total | 613,000 | |
Less imputed interest | (92,000) | |
Lease liability | 521,000 | $ 599,596 |
Centennial, Colorado | ||
Undiscounted cash payments: | ||
2019 | 600,000 | |
2020 | 600,000 | |
2021 | 600,000 | |
2022 | 600,000 | |
2023 | 600,000 | |
Total | $ 600,000 |
GEOGRAPHIC AND SEGMENT INFORM_3
GEOGRAPHIC AND SEGMENT INFORMATION (Details) | 9 Months Ended | ||
Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Number of reportable operating segment | segment | 3 | ||
Long-term assets | $ 24,778,000 | $ 25,778,000 | |
Revenues | 0 | $ 0 | |
United States | |||
Long-term assets | $ 24,800,000 | $ 25,800,000 | |
Percentage of assets (as a percent) | 100.00% |
GEOGRAPHIC AND SEGMENT INFORM_4
GEOGRAPHIC AND SEGMENT INFORMATION - Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 01, 2019 | |
Long-term assets by reportable segments | ||||||
Net property, plant and equipment | $ 20,481,000 | $ 20,481,000 | $ 20,553,000 | |||
Restricted cash | 3,784,000 | 3,784,000 | 3,732,000 | |||
Operating lease right-of-use assets | 513,000 | 513,000 | $ 595,870 | |||
Notes receivable, non-current | 1,493,000 | |||||
Total long-term assets | 24,778,000 | 24,778,000 | 25,778,000 | |||
Statement of Operations, Loss before taxes | ||||||
Mineral property expenses | 851,000 | $ 955,000 | 2,309,000 | $ 2,706,000 | ||
General and administrative | 1,359,000 | 1,705,000 | 4,764,000 | 5,437,000 | ||
Arbitration expenses | 146,000 | 98,000 | 631,000 | 225,000 | ||
Acquisition related expenses | 333,000 | |||||
Accretion of asset retirement costs | 197,000 | 133,000 | 353,000 | 401,000 | 993,000 | |
Depreciation and amortization | 23,000 | 27,000 | 71,000 | 94,000 | ||
Impairment of Uranium properties | 17,968,000 | |||||
Total operating expenses | (2,576,000) | (2,918,000) | (8,128,000) | (27,164,000) | ||
Other income (expense) | 742,000 | (219,000) | 345,000 | 152,000 | ||
Loss before taxes | (1,834,000) | (3,137,000) | (7,783,000) | (27,012,000) | ||
Corporate | ||||||
Long-term assets by reportable segments | ||||||
Net property, plant and equipment | 126,000 | 126,000 | 162,000 | |||
Operating lease right-of-use assets | 490,000 | 490,000 | ||||
Total long-term assets | 616,000 | 616,000 | 162,000 | |||
Statement of Operations, Loss before taxes | ||||||
General and administrative | 844,000 | 1,086,000 | 3,208,000 | 3,676,000 | ||
Arbitration expenses | 146,000 | 98,000 | 631,000 | 225,000 | ||
Acquisition related expenses | 333,000 | |||||
Depreciation and amortization | 1,000 | 1,000 | 3,000 | 3,000 | ||
Total operating expenses | (991,000) | (1,185,000) | (3,842,000) | (4,237,000) | ||
Other income (expense) | 13,000 | (246,000) | (384,000) | 8,000 | ||
Loss before taxes | (978,000) | (1,431,000) | (4,226,000) | (4,229,000) | ||
Uranium | ||||||
Long-term assets by reportable segments | ||||||
Net property, plant and equipment | 11,383,000 | 11,383,000 | 11,418,000 | |||
Restricted cash | 3,774,000 | 3,774,000 | 3,722,000 | |||
Operating lease right-of-use assets | 23,000 | 23,000 | ||||
Notes receivable, non-current | 1,493,000 | |||||
Total long-term assets | 15,180,000 | 15,180,000 | 16,633,000 | |||
Statement of Operations, Loss before taxes | ||||||
Mineral property expenses | 583,000 | 600,000 | 1,942,000 | 2,204,000 | ||
General and administrative | 447,000 | 478,000 | 1,272,000 | 1,383,000 | ||
Accretion of asset retirement costs | 197,000 | 133,000 | 353,000 | 401,000 | ||
Depreciation and amortization | 22,000 | 26,000 | 68,000 | 90,000 | ||
Impairment of Uranium properties | 17,968,000 | |||||
Total operating expenses | (1,249,000) | (1,237,000) | (3,635,000) | (22,046,000) | ||
Other income (expense) | 729,000 | 27,000 | 729,000 | 144,000 | ||
Loss before taxes | (520,000) | (1,210,000) | (2,906,000) | (21,902,000) | ||
Lithium | ||||||
Statement of Operations, Loss before taxes | ||||||
Mineral property expenses | 237,000 | 317,000 | 239,000 | 455,000 | ||
General and administrative | 1,000 | 1,000 | ||||
Total operating expenses | (238,000) | (317,000) | (240,000) | (455,000) | ||
Loss before taxes | (238,000) | (317,000) | (240,000) | (455,000) | ||
Graphite | ||||||
Long-term assets by reportable segments | ||||||
Net property, plant and equipment | 8,972,000 | 8,972,000 | 8,973,000 | |||
Restricted cash | 10,000 | 10,000 | 10,000 | |||
Total long-term assets | 8,982,000 | 8,982,000 | $ 8,983,000 | |||
Statement of Operations, Loss before taxes | ||||||
Mineral property expenses | 31,000 | 38,000 | 128,000 | 47,000 | ||
General and administrative | 67,000 | 141,000 | 283,000 | 378,000 | ||
Depreciation and amortization | 1,000 | |||||
Total operating expenses | (98,000) | (179,000) | (411,000) | (426,000) | ||
Loss before taxes | $ (98,000) | $ (179,000) | $ (411,000) | $ (426,000) |