Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 06, 2023 | Jun. 30, 2022 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-33404 | ||
Entity Registrant Name | WESTWATER RESOURCES, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 75-2212772 | ||
Entity Address, Address Line One | 6950 S. Potomac Street, Suite 300 | ||
Entity Address, City or Town | Centennial | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80112 | ||
City Area Code | 303 | ||
Local Phone Number | 531-0516 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | WWR | ||
Security Exchange Name | NYSEAMER | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity's Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 50,733,321 | ||
Entity Common Stock, Shares Outstanding | 49,900,642 | ||
Auditor Name | Moss Adams LLP | ||
Auditor Firm ID | 659 | ||
Auditor Location | Denver, Colorado | ||
Entity Central Index Key | 0000839470 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 75,196 | $ 115,293 |
Prepaid and other current assets | 892 | 320 |
Total Current Assets | 76,088 | 115,613 |
Property, plant and equipment, at cost: | ||
Property, plant and equipment | 90,335 | 14,593 |
Less: Accumulated depreciation | (257) | (114) |
Net property, plant and equipment | 90,078 | 14,479 |
Operating lease right-of-use assets | 87 | 226 |
Other long-term assets | 2,155 | 2,665 |
Total Assets | 168,408 | 132,983 |
Current Liabilities: | ||
Accounts payable | 23,008 | 3,043 |
Accrued liabilities | 1,963 | 2,129 |
Operating lease liability, current | 91 | 152 |
Total Current Liabilities | 25,062 | 5,324 |
Operating lease liability, net of current | 83 | |
Other long-term liabilities | 1,378 | 1,378 |
Total Liabilities | 26,440 | 6,785 |
Commitments and Contingencies (see note 9) | ||
Stockholders' Equity: | ||
Common stock, 100,000,000 shares authorized, $.001 par value; Issued shares - 48,405,543 and 35,279,724 respectively Outstanding shares - 48,405,382 and 35,279,563 respectively | 48 | 35 |
Paid-in capital | 495,456 | 468,578 |
Accumulated deficit | (353,278) | (342,157) |
Less: Treasury stock (161 shares), at cost | (258) | (258) |
Total Stockholders' Equity | 141,968 | 126,198 |
Total Liabilities and Stockholders' Equity | $ 168,408 | $ 132,983 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 48,405,543 | 35,279,724 |
Common stock, shares outstanding | 48,405,382 | 35,279,563 |
Treasury stock, shares | 161 | 161 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Expenses: | ||
Product development expenses | $ (1,145) | $ (5,975) |
Exploration expenses | (756) | (1,054) |
General and administrative expenses | (9,902) | (8,875) |
Arbitration costs | (142) | (2,191) |
Mineral property expenses | (34) | (110) |
Depreciation and amortization | (146) | (20) |
Total operating expenses | (12,125) | (18,225) |
Non-Operating Income: | ||
Sale of equity securities | 2,057 | |
Other income, net | 1,004 | 24 |
Total other income | 1,004 | 2,081 |
Net Loss | $ (11,121) | $ (16,144) |
BASIC AND DILUTED LOSS PER SHARE | ||
LOSS PER SHARE, BASIC (in dollars per share) | $ (0.25) | $ (0.49) |
LOSS PER SHARE, DILUTED (in dollars per share) | $ (0.25) | $ (0.49) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC (in shares) | 44,909,500 | 32,653,089 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, DILUTED (in shares) | 44,909,500 | 32,653,089 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Paid-In Capital | Accumulated Deficit | Treasury Stock | Total |
Balance at Dec. 31, 2020 | $ 19 | $ 383,723 | $ (326,013) | $ (258) | $ 57,471 |
Balance, shares at Dec. 31, 2020 | 19,172,020 | ||||
Net loss | (16,144) | (16,144) | |||
Common stock issued, net of issuance costs | $ 16 | 84,126 | 84,142 | ||
Common stock issued, net of issuance costs (in shares) | 16,050,518 | ||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes | 879 | 879 | |||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes (in shares) | 57,186 | ||||
Minimum withholding taxes on net share settlements of equity awards | (150) | (150) | |||
Balance at Dec. 31, 2021 | $ 35 | 468,578 | (342,157) | (258) | 126,198 |
Balance, shares at Dec. 31, 2021 | 35,279,724 | ||||
Net loss | (11,121) | (11,121) | |||
Common stock issued, net of issuance costs | $ 13 | 25,888 | 25,901 | ||
Common stock issued, net of issuance costs (in shares) | 12,957,847 | ||||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes | 1,022 | 1,022 | |||
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes (in shares) | 167,972 | ||||
Minimum withholding taxes on net share settlements of equity awards | (32) | (32) | |||
Balance at Dec. 31, 2022 | $ 48 | $ 495,456 | $ (353,278) | $ (258) | $ 141,968 |
Balance, shares at Dec. 31, 2022 | 48,405,543 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities: | ||
Net loss | $ (11,121) | $ (16,144) |
Reconciliation of net loss to cash used in operations: | ||
Non-cash lease expense | (6) | (2) |
Depreciation and amortization | 146 | 20 |
Stock compensation expense | 1,022 | 879 |
Gain on equity securities | (2,057) | |
Gain on disposal of fixed assets | (1) | |
Effect of changes in operating working capital items: | ||
Increase in inventories | (785) | |
(Increase) decrease in prepaids and other assets | (1,942) | 101 |
(Increase) decrease in payables and accrued liabilities | (489) | 287 |
Net Cash Used In Operating Activities | (13,176) | (16,916) |
Cash Flows From Investing Activities: | ||
Proceeds from PPP loan escrow | 333 | |
Proceeds from the sale of equity securities, net | 3,577 | |
Cash deposits on long lead construction items | (2,665) | |
Proceeds from sale of fixed assets | 1 | |
Capital expenditures | (52,791) | (3,353) |
Net Cash Used In Investing Activities | (52,790) | (2,108) |
Cash Flows From Financing Activities: | ||
Issuance of common stock, net | 25,901 | 84,142 |
Payment of minimum withholding taxes on net share settlements of equity awards | (32) | (150) |
Net Cash Provided By Financing Activities | 25,869 | 83,992 |
Net (decrease) increase in Cash and Cash Equivalents | (40,097) | 64,968 |
Cash and Cash Equivalents, Beginning of Period | 115,293 | 50,325 |
Cash and Cash Equivalents, End of Period | 75,196 | 115,293 |
Supplemental Non-Cash Information with Respect to Investing and Financing Activities: | ||
Land grant received from local municipalities | 1,378 | |
Accrued capital expenditures (at end of period) | 21,070 | 782 |
Total Non-Cash Investing and Financing Activities for the Period | $ 21,070 | $ 2,160 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company Westwater Resources, Inc., originally incorporated in 1977, is an energy technology company focused on developing battery-grade natural graphite materials after its acquisition of Alabama Graphite in 2018. Alabama Graphite holds mineral rights to explore and potentially mine the Coosa Graphite Deposit. AGP, a wholly owned subsidiary of Westwater Resources, is currently constructing Phase I of the Kellyton Graphite Plant to process natural flake graphite concentrate into active anode material used in the lithium-ion battery. AGP hold rights to approximately 70 acres to construct and operate the Kellyton Graphite Plant in Coosa County, Alabama. Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”) and include the accounts of Westwater Resources, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. “U.S. GAAP” requires management to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to asset retirement obligations; estimates of recoverable inventories; write-down of inventory; stock-based compensation and asset impairment, including estimates used to derive future cash flows or market value associated with those assets. Cash and Cash Equivalents Management considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash deposits in excess of federally insured limits. Management monitors the soundness of the financial institution and believe the risk is negligible. Property, Plant and Equipment Facilities and Equipment Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are amortized on a straight-line basis over the estimated life of the assets. During the periods that the Company’s facilities are not in production, depreciation of its facilities and equipment is suspended as the assets are not in service. Mineral Properties Mineral rights acquisition costs are capitalized when incurred, and exploration costs are expensed as incurred. When management determines that a mineral right can be economically developed in accordance with U.S. GAAP, the costs then incurred to develop such property will be capitalized. During the periods that the Company’s facilities are not in production, depletion of its mineral interests, permits, licenses and development properties is suspended as the assets are not in service. If mineral properties are subsequently abandoned or impaired, any non-depleted costs will be charged to loss in that period. Other Property, Plant and Equipment Other property, plant and equipment consisted of corporate office equipment, furniture and fixtures and transportation equipment. Depreciation on other property is computed based upon the estimated useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense upon disposition of such assets. Inventory Inventory consisted of approximately 603 metric tons of raw material of natural flake graphite concentrate provided by a third-party vendor totaling $0.8 million as of December 31, 2022. The Company values the natural flake graphite concentrate at the lower of cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term graphite prices, less the estimated costs to complete production and bring the product to sale. Write-downs of the natural flake graphite concentration to net realizable value are reported as a component of costs applicable to sales. The current portion of inventory is determined based on the expected amounts to be processed within the next 12 months and utilize the short-term metal price assumption in estimating net realizable value. Inventory not expected to be processed within the next 12 months are classified as non-current within other long-term assets and utilize the long-term metal price assumption in estimating net realizable value. Costs are removed from raw materials using an average cost basis. Accounting for Government Grants U.S. GAAP does not contain authoritative accounting standards for incentives and grants provided by governmental entities to a for-profit entity. Absent authoritative accounting standards, interpretative guidance issued and commonly applied by financial statement preparers allows for the selection of accounting policies amongst acceptable alternatives. Based on facts and circumstances outlined below, the Company determined it most appropriate to account for the land received from the local municipality as an in-substance government grant by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under the provisions of IAS 20, government grants “are assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity.” A government grant is recognized when there is reasonable assurance that the Company will meet the terms for receiving and realizing the benefit of the grant. IAS 20 does not define “reasonable assurance”, however, based on certain interpretations, it is analogous to “probable” as defined in Financial Accounting Standards Board (“FASB”) ASC 450-20-20 under U.S. GAAP, which is the definition the Company has applied to its determination of recognizing the land grant as of December 31, 2021. Under IAS 20, government grants are recognized in earnings on a systematic basis over the periods in which the Company recognizes costs for which the grant is intended to compensate (i.e. qualified expenses). Further, IAS 20 permits for the recognition in earnings either separately under a general heading such as other income, or as a reduction of the related expenses. The Company has elected to recognize government grant income separately within other income to present a clearer distinction in its financial statements between its operating income and the amount of net income resulting from the land grant. For further information related to government grants recognized by the Company during the year ended December 31, 2021, see Note 3 to these consolidated financial statements. Asset Impairment The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company considers events or changes in circumstances such as, but not limited to, significant negative impacts in the market price of graphite and or potential graphite products, a significant adverse change in the extent or manner to which we will use our long-lived asset (or asset group), adverse social or political developments, accumulation of costs over projected budget or accumulation of costs in excess of potential future cash flows of a long-lived asset (or asset group). Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows or upon an estimate of fair value that may be received in an exchange transaction. Future cash flows are estimated based on quantities of recoverable minerals, expected commodity prices, production levels and operating costs of production and capital, based upon the projected remaining future mineral production from each project. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of mineral that will be obtained after taking into account losses during processing and treatment. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is likely that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, mineral prices, production levels and operating costs of production and availability and cost of capital are each subject to significant risks and uncertainties. Fair Value of Financial Instruments U.S. GAAP defines “fair value” as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): ● Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. ● Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Periodically throughout the year, the Company has maintained balances in various U.S. operating accounts in excess of U.S. federally insured limits. Recurring Fair Value Measurements The following tables set forth the Company’s assets measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2022 and 2021. In accordance with U.S. GAAP, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of certain financial instruments, including cash and accounts payable approximate fair value due to their short maturities. Consequently, such financial instruments are not included in the following tables. December 31, 2022 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 68,676 $ — $ — $ 68,676 Total current assets recorded at fair value $ 68,676 $ — $ — $ 68,676 December 31, 2021 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 109,883 $ — $ — $ 109,883 Total current assets recorded at fair value $ 109,883 $ — $ — $ 109,883 Non-recurring Fair Value Measurements As discussed in Note 3, on July 23, 2021, the Company received a land grant from local municipalities related to the Kellyton Graphite Plant in Coosa County, Alabama. At inception, the Company estimated the fair value of the land to be approximately $1.4 million. The fair value was determined using Level 3 inputs using the market approach, by considering comparable sales in the area, adjusted for property specific items; such as lot size, location and access to major highways and distribution channels. The Company recorded the fair value of the land granted as an increase to Property, Plant and Equipment with an offsetting obligation recorded in Other long-term liabilities on the consolidated balance sheet as of December 31, 2021. The Company will begin amortizing the obligation to income over the estimated useful life of the Kellyton Graphite Plant when the plant is placed into service. The following table presents information about assets and liabilities recognized at fair value on a non-recurring basis by level within the fair value hierarchy as of December 31, 2021. There were no assets or liabilities December 31, 2021 (thousands of dollars) Level 1 Level 2 Level 3 Total Non-current Assets Land grant $ — $ — $ 1,378 $ 1,378 Total non-current assets recorded at fair value $ — $ — $ 1,378 $ 1,378 Non-current Liabilities Land grant obligation $ — $ — $ (1,378) $ (1,378) Total non-current liabilities recorded at fair value $ — $ — $ (1,378) $ (1,378) Loss Per Share Basic loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted loss per share is not presented as the effect on the basic loss per share would be anti-dilutive. At December 31, 2022 and 2021, the Company had 1,564,168 and 662,580, respectively, in potentially dilutive securities. Foreign Currency The functional currency for all foreign subsidiaries of the Company was determined to be the U.S. dollar since its foreign subsidiaries are direct and integral components of Westwater Resources Inc. and are dependent upon the economic environment of Westwater Resources Inc.’s functional currency. Accordingly, the Company has translated its monetary assets and liabilities at the period-end exchange rate and the non-monetary assets and liabilities at historical rates, with income and expenses translated at the average exchange rate for the current period. All translation gains and losses have been included in the current period loss. Product Development Expenses Product development expenses for the years ended December 31, 2022, and 2021 were $1.1 and $6.0 million, respectively. Product development costs for the year ended December 31, 2022 primarily relate to continued product development, product optimization costs, and continued sample production of battery-grade natural graphite products for evaluation by potential customers. Product development costs for the year ended December 31, 2021 were primarily comprised of expenses for our definitive feasibility study related to Phase I of the Kellyton Graphite Plant and our graphite processing pilot program that were both completed in 2021. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740)” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 became effective for interim and annual periods beginning after December 15, 2020. The adoption of ASU 2019-12 did not result in a material impact to our condensed consolidated financial statements. In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU 2021-10”). ASU 2021-10 increases the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. ASU 2021-10 became effective for annual periods beginning after December 15, 2021. The adoption of ASU 2021-10 did not result in a material impact to our condensed consolidated financial statements. 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. ASU 2016-13 will be effective for interim and annual periods beginning after December 15, 2022. The adoption of this standard on January 1, 2023, did not have an impact on our consolidated financial statements. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to ASC 326, Financial Instruments – Credit Losses”, which clarified 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. ASU 2018-19 will be effective for interim and annual periods beginning after December 15, 2022. The adoption of this standard on January 1, 2023, did not have an impact on our consolidated financial statements. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
LIQUIDITY AND GOING CONCERN | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN The Consolidated Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or may be unable to meet its obligations as they become due within one year after the date that these financial statements were issued. Management considered the following events and conditions in its going concern analysis. The Company last recorded revenues from operations in 2009. Since 2009, the Company has relied on equity financings, debt financings and asset sales to fund its operations. During the year ended December 31, 2022, and through the date the consolidated financial statements are issued, the Company continued construction activities related to the Kellyton Graphite Plant. The Company’s construction related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider through the date of such termination. In its going concern analysis, the Company considered the construction activity and related costs through the date the consolidated financial statements are issued, and the Company’s planned non-discretionary expenditures through March 31, 2024, which combined exceed the cash on hand as of the date of these consolidated financial statements, excluding external funding opportunities and the Company’s current equity facilities. The Company has historically and expects to rely on debt and equity financing to fund its operations and business plan until operations commence at the Kellyton Graphite Plant. Along with evaluating the continued use of the ATM Offering Agreement and the 2020 Lincoln Park PA, the Company is considering other forms of project financing to fund the construction of the Kellyton Graphite Plant, including both Phase I and Phase II. The alternative sources of project financing could include, but are not limited to, project debt, convertible debt, or pursuing a partnership or joint venture. If funds are not available to fund the construction of Phase I of the Kellyton Graphite Plant under the Company’s financing facilities or through alternative financing sources, the Company may be required to reduce or severely curtail operations, change its planned business development strategies related to the Coosa Graphite Deposit and Phase I of the Kellyton Graphite Plant, alter the construction and commissioning timeline of Phase I of the Kellyton Graphite Plant, or put the construction of Phase I on hold until additional funding is obtained. If the Company is required to abandon construction and development or alter its intended long-term plans related the Kellyton Graphite Plant, the Company could be required to evaluate the recoverability of its long-lived assets. While the Company has utilized its equity facilities to advance its business plan and has been successful in the past raising funds through equity and debt financings as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent declines in the equity and debt capital markets, rising interest rates, inflation and generally uncertain economic conditions could significantly impact the Company’s ability to access the necessary funding to advance its business plan. Further, given the recent decline in the Company’s stock price, trading volume, and the decline in the equity markets, the Company’s access to the available capacity on its equity financing facilities may be limited to one-third of its public float. When considering the above events and conditions in the aggregate, the Company believes such events and conditions raise substantial doubt about its ability to continue as a going concern within one year after the date that these financial statements were issued. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY, PLANT AND EQUIPMENT. | |
PROPERTY, PLANT AND EQUIPMENT | 3. PROPERTY, PLANT AND EQUIPMENT Net Book Value of Property Plant and Equipment at December 31, 2022 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ — $ 8,972 Other property, plant and equipment 5,745 24 5,769 Construction in progress 75,337 — 75,337 Total $ 90,054 $ 24 $ 90,078 Net Book Value of Property Plant and Equipment at December 31, 2021 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ — $ 8,972 Other property, plant and equipment 4,462 28 4,490 Construction in progress 1,017 — 1,017 Total $ 14,451 $ 28 $ 14,479 Construction in Progress Construction in progress represents assets that are not ready for service or are in the construction stage. Assets are depreciated based on the estimated useful life of the asset once it is placed in service. During the first quarter of 2022, the manufacturing of certain equipment commenced, for which the Company made cash deposits of $2.7 million as of December 31, 2021. As such, the deposits as of December 31, 2021 are now reflected as construction in progress as of December 31, 2022, and will continue to be included in construction in progress until such assets are placed into service. Impairment of Property, Plant and Equipment The Company reviews and evaluates its long-lived assets for impairment on an annual basis or more frequently when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. For the years ended December 31, 2022 and 2021, no impairment charges were recorded on the Company’s assets. Land Addition On June 22, 2021, AGP entered into incentive agreements with the State of Alabama and local municipalities for the siting of the Kellyton Graphite Plant. The incentive agreements provide certain tax credits and incentives under the Alabama Jobs Act in connection with the construction of the processing facility. Additionally, in connection with and in contemplation of the incentive agreements, on July 23, 2021, AGP entered into a land lease with the Lake Martin Area Industrial Development Authority. The lease provides AGP rights to approximately 70 acres to construct and operate its commercial graphite processing facility in Coosa County, Alabama. The lease has a term of 10-years, a nominal lease payment, and transfer of title to AGP at the end of the lease term. Further, the lease provides AGP the option to purchase the land for a nominal amount during the term of the lease. The incentive agreements and the lease are accounted for by the Company as a government grant; whereby the Company realized the fair value of the land of $1.4 million as an increase to Property, plant, and equipment with a corresponding obligation recorded in Other long-term liabilities in the consolidated balance sheet at December 31, 2021. The land represents a non-depreciable asset on the Company’s consolidated balance sheet. The corresponding obligation recorded in Other long-term liabilities on the consolidated balance sheet will be amortized to other income over the life of the Kellyton Graphite Plant once placed in service. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED LIABILITIES. | |
ACCRUED LIABILITIES | 4. ACCRUED LIABILITIES Accrued liabilities on the balance sheet as of December 31, 2022 and 2021 consisted of: December 31, 2022 2021 (thousands of dollars) Royalties payable (1) $ 1,151 $ 1,151 Other Accrued Liabilities 812 978 Accrued Liabilities $ 1,963 $ 2,129 (1) Royalties payable were derived during prior years of production. Liabilities do not accrue interest or have a stated maturity date. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDER'S EQUITY | |
STOCKHOLDER'S EQUITY | 5. STOCKHOLDER’S EQUITY Common Stock Issued, Net of Issuance Costs December 2020 Purchase Agreement with Lincoln Park Capital, LLC (“Lincoln Park”) On December 4, 2020, the Company entered into the 2020 Lincoln Park PA with Lincoln Park (the “2020 Lincoln Park PA”) to place up to $100.0 million or 16 million shares in the aggregate of the Company's common stock on an ongoing basis when required by the Company over a term of 36 months. The Company controls the timing and amount of any sales to Lincoln Park, and Lincoln Park is obligated to make purchases in accordance with the 2020 Lincoln Park PA. Any common stock that is sold to Lincoln Park will occur at a purchase price that is based on an agreed upon fixed discount to the Company's prevailing market prices at the time of each sale and with no upper limits to the price Lincoln Park may pay to purchase common stock. The Lincoln Park PA may be terminated by the Company at any time, in its sole discretion, without any additional cost or penalty. The 2020 Lincoln Park PA specifically provides that the Company may not issue or sell any shares of its common stock under the agreement if such issuance or sale would breach any applicable rules of the NYSE American Stock Exchange (“NYSE American”). In particular, NYSE American General Rule 713(a) provides that the Company may not issue or sell more than 19.99% of the number of shares of the Company’s common stock that were outstanding immediately prior to the execution of the December 2020 PA unless (i) shareholder approval is obtained or (ii) the average price of all applicable sales of common stock to Lincoln Park under the December 2020 PA, equals or exceeds $6.15. The Company held its 2021 Annual Shareholders Meeting on May 21, 2021, and obtained shareholder approval for the issuance of more than 19.99% of the shares of the Company’s common stock outstanding under the 2020 Lincoln Park PA. Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the 2020 Lincoln Park PA if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock at any one point in time. Since inception, the Company has sold 6.3 million shares of common stock to Lincoln Park pursuant to the 2020 Lincoln Park PA. During the year ended December 31, 2022, the Company did not sell any shares of common stock pursuant to the 2020 Lincoln Park PA. During the year ended December 31, 2021, pursuant to the 2020 Lincoln Park PA, the Company sold approximately 6.1 million shares of common stock for net proceeds of $34.6 million. These shares were sold pursuant to a prospectus supplement filed on December 4, 2020, and in accordance with Rule 424(b)(5) as a takedown off the Company’s shelf registration statement, which had been declared effective by the Securities and Exchange Commission (the “SEC”) on December 1, 2020. Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. (“Cantor”) On April 14, 2017, the Company entered into the ATM Offering Agreement with Cantor acting as sales agent. Under the ATM Offering Agreement, the Company may from time to time sell shares of its common stock in “at-the-market” offerings. The Company pays Cantor a commission of up to 2.5% of the gross proceeds from the sale of any shares pursuant to the ATM Offering Agreement. During the year ended December 31, 2022, the Company sold approximately 13.0 million shares of common stock for net proceeds of $25.9 million pursuant to the ATM Offering Agreement. During the year ended December 31, 2021, the Company sold approximately 10.0 million shares of common stock for net proceeds of $49.5 million pursuant to the ATM Offering Agreement with Cantor. Sales made under the ATM Offering Agreement are made pursuant to a prospectus supplement filed pursuant to Rule 424(b)(5), which registered for sale up to a total of $50.0 million of the Company’s common stock, which was filed on August 20, 2021 as a takedown off the Company’s shelf registration statement on Form S-3, which was declared effective by the Commission on July 8, 2021. As of December 31, 2022, the Company has received total gross proceeds of $29.2 million of the $50.0 million registered for sale under the ATM Offering Agreement pursuant to Rule 424(b)(5) as described above. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 6. STOCK BASED COMPENSATION Stock-based compensation awards consist of stock options, restricted stock units and bonus shares issued under the Company’s equity incentive plans, which include the 2013 Omnibus Incentive Plan, as amended (the “2013 Plan”) and the Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan (the “2004 Directors’ Plan”). Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to eligible persons. Equity awards under the 2013 Plan are granted from time to time at the discretion of the Compensation Committee of the Board (the “Committee”), with vesting periods and other terms as determined by the Committee with a maximum term of 10 years. The 2013 Plan is administered by the Committee, which can delegate the administration to the Board, other committees or to such other officers and employees of the Company as designated by the Committee and permitted by the 2013 Plan. As of December 31, 2022, 215,025 shares were available for future issuances under the 2013 Plan. For the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense of $1.0 million and $0.9 million, respectively. Stock compensation expense is recorded in general and administrative expenses. In addition to the plans above, on May 9, 2022, the Board of Directors adopted an Employment Inducement Incentive Award Plan (the “Inducement Plan”) and on May 13, 2022, the Company filed a registration statement on Form S-8 to register an aggregate of 250,000 shares of the Company’s common stock. These shares may be issued pursuant to the Inducement Plan as equity awards to be granted for the sole purpose of recruiting and hiring new employees. As of December 31, 2022, 61,947 restricted stock units have been issued under the Inducement Plan that vest over two years. Stock Options Stock options are valued using the Black-Scholes option pricing model on the date of grant. The Company accounts for forfeitures upon occurrence. The following table summarizes stock options outstanding and changes during the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Weighted Weighted Number of Average Number of Average Stock Exercise Stock Exercise Options Price Options Price Stock options outstanding at beginning of period 277,576 $ 6.18 185,054 $ 7.70 Granted 78,720 1.09 94,522 3.91 Expired — — (2,000) 73.54 Stock options outstanding at end of period 356,296 5.06 277,576 6.18 Stock options exercisable at end of period 277,576 $ 6.18 183,054 $ 7.35 The weighted average remaining term for stock options outstanding as of December 31, 2022, is approximately 7.9 years. The following table summarizes stock options outstanding and exercisable by stock option plan at December 31, 2022: Outstanding Stock Options Exercisable Stock Options Number of Weighted Number of Weighted Outstanding Average Stock Options Average Stock Option Plan Stock Options Exercise Price Exercisable Exercise Price 2004 Plan 92 $ 1,638.00 92 $ 1,638.00 2004 Directors’ Plan 3 10,380.00 3 10,380.00 2013 Plan 356,201 4.55 277,481 5.53 356,296 $ 5.06 277,576 $ 6.18 The following table summarizes assumptions used to assess the fair value of stock options granted during the years ended December 31, 2022 and 2021: Years ended December 31, 2022 2021 Expected volatility 105% 113% Expected term of options (years) 6 6 Expected dividend rate — — Risk-free interest rate 2.95% 0.82% Expected forfeiture rate — — Weighted-average grant-date fair value $ 0.89 $ 3.28 As of December 31, 2022, the Company had less than $0.1 million of unrecognized compensation costs related to non-vested stock options that will be recognized over a period of approximately five months. Restricted Stock Units Time-based and performance-based RSUs are valued using the closing share price of the Company’s common stock on the date of grant. The final number of shares issued under performance-based RSUs is generally based on the Company’s prior year performance as determined by the Committee at each vesting date, and the valuation of such awards assumes full satisfaction of all performance criteria. The following table summarizes RSU activity for the years ended December 31, 2022 and 2021: December 31, December 31, 2022 2021 Weighted- Weighted- Average Average Number of Grant Date Number of Grant Date RSUs Fair Value RSUs Fair Value Unvested RSUs at beginning of period 385,004 $ 3.18 236,403 $ 2.10 Granted 1,229,950 1.16 227,402 3.93 Forfeited/Expired (225,091) 2.39 — — Vested (181,991) 2.31 (78,801) 2.10 Unvested RSUs at end of period 1,207,872 $ 1.40 385,004 $ 3.18 As of December 31, 2022, the Company had $0.6 million of unrecognized compensation costs related to non-vested restricted stock units that will be recognized over a period of approximately 2 years. |
OTHER INCOME, NET
OTHER INCOME, NET | 12 Months Ended |
Dec. 31, 2022 | |
OTHER INCOME, NET | |
OTHER INCOME, NET | 7. OTHER INCOME, NET For the Year Ended December 31, (thousands of dollars) 2022 2021 Other income: Foreign exchange loss $ (52) $ — Interest income 1,054 26 Other income (expense) 2 (2) Total other income, net $ 1,004 $ 24 As of December 31, 2022, the Company recognized $0.1 million of foreign currency exchange loss related to our Euro denominated bank account. As of December 31, 2022, the Company’s cash balance included approximately 5.0 million Euros. The foreign exchange loss was calculated using the exchange rate as of the balance sheet date. A change in the Euro to USD exchange rate of $0.01 results in a foreign exchange adjustment of less than $0.1 million. As of December 31, 2022, the Company recognized interest income of $1.1 million in our investment account. |
FEDERAL INCOME TAXES
FEDERAL INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
FEDERAL INCOME TAXES. | |
FEDERAL INCOME TAXES | 8. FEDERAL INCOME TAXES The Company recognizes future tax assets and liabilities for each tax jurisdiction based on the difference between the financial reporting and tax basis of assets and liabilities using the enacted tax rates expected to be in effect when the taxes are paid or recovered. A valuation allowance is provided against net future tax assets for which the Company does not consider the realization of such assets to meet the required “more likely than not” standard. The Company’s future tax assets and liabilities at December 31, 2022 and 2021 include the following components: December 31, 2022 2021 (thousands of dollars) Deferred tax assets: Non‑Current: Net operating loss carryforwards $ 22,584 $ 21,016 Capital loss carryforwards 22,508 22,523 Mineral properties 3,694 5,017 Capitalized joint venture costs 3,427 3,427 Fixed assets 1,921 148 Capitalized transaction costs 1,150 1,157 Share based compensation 418 405 Accrued vacation 62 25 Other 26 61 Deferred tax assets 55,790 53,779 Valuation allowance (55,769) (53,723) Net deferred tax assets 21 56 Deferred tax liabilities: Non‑Current: Other (21) (56) Deferred tax liabilities (21) (56) Net deferred tax asset (liability) $ — $ — The composition of the valuation allowance by tax jurisdiction is summarized as follows: December 31, 2022 2021 (thousands of dollars) United States $ 44,644 $ 42,069 Australia 4,790 5,096 Turkey 6,335 6,558 Total valuation allowance $ 55,769 $ 53,723 The valuation allowance increased $2.0 million from the year ended December 31, 2021 to the year ended December 31, 2022. There was an increase in the net deferred tax assets, net operating loss carryforwards (“NOLs”), equity-based compensation and exploration spending on mineral properties. In December 2017, the United States enacted comprehensive tax reform legislation known as the “Tax Cuts and Jobs Act’ that, among other things, reduces the U.S. Federal corporate income tax rate from 35% to 21% and implements a territorial tax system, but imposes an alternative ‘base erosion and anti-abuse tax’ (‘BEAT’), and incremental tax on global intangible low tax foreign income (‘GILTI’) effective January 1, 2018. Because the Company does not believe it is more likely than not that the net deferred tax assets will be realized, the Company continues to record a 100% valuation against the net deferred tax assets. At December 31, 2022, the Company had U.S. net operating loss carryforwards of approximately $271.3 million which expire from 2023 to indefinite availability losses generated in years ending after 2017 have an indefinite carryforward rather than the previous 20-year carryforward. This does not impact losses incurred in years ended in 2017 or earlier. At December 31, 2022, the Company had U.S. capital loss carryforwards of approximately $106.1 million, which expire in 2026 if not utilized. In addition, at December 31, 2022, the Company had Australian net operating loss carryforwards of $15.2 million, including approximately $13.3 million associated with the Anatolia Transaction which are available indefinitely, subject to continuing to meet relevant statutory tests. In Turkey, the Company had net operating loss carryforwards of approximately $3.4 million, which expire from 2023 to 2025. Federal and state laws impose substantial restrictions on the utilization of NOL carryforwards in the event of an ownership change for income tax purposes, as defined in Section 382 of the Internal Revenue Code (“IRC”). Pursuant to IRC Section 382, annual use of the Company’s NOL carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. Following the issuance of the Company’s Common Stock in 2001, the Neutron merger in 2012, the Anatolia Transaction in 2015 and the Alabama Graphite acquisition in 2018, the ability to utilize the net operating loss carryforwards will be severely limited on an annual and aggregate basis. A formal Section 382 study would be required to determine the actual allowable usage of US net operating loss carryforwards. However, it is possible that past ownership changes will result in the inability to utilize a significant portion of the Company’s NOL carryforward that was generated prior to any change of control. The Company’s ability to use its remaining NOL carryforwards may be further limited if the Company experiences an IRC Section 382 ownership change in connection with future changes in the Company’s stock ownership. Based on information currently available, the Company currently estimates that $211.9 million of the U.S. net operating losses will not be able to be utilized and have reduced the Company’s deferred tax asset accordingly. This resulted in a decrease in the valuation allowance. For financial reporting purposes, loss from operations before income taxes consists of the following components: For the year ended December 31, 2022 2021 (thousands of dollars) United States $ (11,082) $ (16,103) Australia (5) (6) Turkey (34) (35) $ (11,121) $ (16,144) A reconciliation of expected income tax on net income at statutory rates is as follows: Year ended December 31, 2022 2021 (thousands of dollars) Net loss $ (11,121) $ (16,144) Statutory tax rate 21% 21% Tax recovery at statutory rate (2,335) (3,390) State tax rate (672) (1,173) Foreign tax rate (1) (2) Change in U.S. tax rates (32) (759) Other adjustments 180 97 Operating loss carryforward adjustment 685 (1,409) Operating loss Section 382 adjustment 110 (7) Nondeductible expenses and other permanent items 19 (78) Sale of Uranium Entities — (799) Change in valuation allowance 2,046 7,520 Income tax expense (recovery) $ — $ — The Company does not have any uncertain tax positions. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of the interest expense and operating expense, respectively. Westwater Resources, Inc., and its wholly owned subsidiaries, files in the U.S. federal jurisdiction and various state jurisdictions. Anatolia Energy Limited and Anatolia Uranium Pty Ltd file in the Australian jurisdiction and Adur Madencilik files in the Turkish jurisdiction. Alabama Graphite Corporation files in U.S. federal and state jurisdictions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Legal Settlements Future operations on the Company’s properties are subject to federal and state regulations for the protection of the environment, including air and water quality. The Company evaluates the status of current environmental laws and their potential impact on current operating costs and accrual for future costs. The Company believes its operations are materially compliant with current, applicable environmental regulations. At any given time, the Company may enter into negotiations to settle outstanding legal proceedings and any resulting accruals will be estimated based on the relevant facts and circumstances applicable at that time. We do not expect that such settlements will, individually or in the aggregate, have a material effect on our financial position, results of operations or cash flows. For details on current legal proceedings see Item 3, Legal Proceedings |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | 10. LEASES The Company’s lease portfolio consists of an operating lease for the corporate office, storage space and equipment. The corporate office lease has a remaining lease term of 0.6 years and includes an option to extend The Company is party to several leases that have terms that are less than a year in length. These include leases for land used in exploration activities, office equipment, machinery, office space, storage and other. The Company has elected the short-term lease exemption allowed under the new leasing standards, whereby leases with initial terms of one year or less are not capitalized and instead expensed on a straight-line basis over the lease term. In addition, the Company holds several leases related to mineral exploration and production to which it has not applied the new leasing standard. Leases to explore or use minerals and similar nonregenerative resources are specifically excluded by ASC 842, “Leases.” The right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities were recognized at the commencement date of the lease based on the present value of lease payments over the lease term using a discount rate of 9.5%. This rate is the Company’s estimated incremental borrowing rate at the lease commencement date. The components of lease expense were as follows: For the Year Ended December 31, (thousands of dollars) 2022 2021 Operating lease cost $ 153 $ 154 Supplemental cash flow information related to leases was as follows: For the Year Ended December 31, (thousands of dollars) 2022 2021 Cash paid for amounts included in lease liabilities: Operating cash flows from operating leases $ 158 $ 154 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 87 $ 226 Supplemental balance sheet information related to leases was as follows: December 31, December 31, (thousands of dollars) 2022 2021 Operating Leases Operating lease right-of-use assets $ 87 $ 226 Operating lease liability, current 91 152 Operating lease liabilities – long term portion — 83 Total operating lease liabilities $ 91 $ 235 Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows: For the Year Ended December 31, 2022 2021 Weighted Average Remaining Lease Term (in years) 0.6 1.6 Discount Rate 9.5 % 9.5 % Maturities of lease liabilities are as follows: Lease payments by year December 31, (in thousands) 2022 2023 92 Total lease payments 92 Less imputed interest (1) Total $ 91 As of December 31, 2022, the Company has $0.1 million in right-of-use assets and $0.1 million in related lease liabilities (all of which is current). The most significant operating lease is for its corporate office in Centennial, Colorado, with $0.1 million remaining As of December 31, 2022, the Company has entered into certain leases that have not yet commenced. Each of the leases relate to equipment to be used at the Kellyton Graphite Plant and will commence in 2023 with lease terms of 5 years. The net present value of such leases is $1.1 million. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENT [Abstract] | |
SUBSEQUENT EVENT | 11. SUBSEQUENT EVENT Management Changes On January 16, 2023, the Board of Directors of Westwater Resources, Inc. appointed Frank Bakker, previously serving as Vice President and General Manager – Alabama Graphite Products, as President and Chief Executive Officer of the Company effective January 16, 2023. In addition, Steven M. Cates, previously serving as the Vice President – Finance and Chief Financial Officer, was appointed Senior Vice President – Finance and Chief Financial Officer of the Company effective January 16, 2023. Also, John W. Lawrence, the Company’s General Counsel and Corporate Secretary, became Chief Administrative Officer, General Counsel and Corporate Secretary effective January 16, 2023. Arbitration Against Turkey On March 3, 2023, the arbitral tribunal issued its final award in Westwater’s proceeding against the Republic of Turkey. The tribunal determined that Westwater’s investment in Turkey was protected by Reciprocal Encouragement and Protection of Investments (the “Treaty”), and that Turkey’s cancellation of Company’s licenses amounted to an expropriation of Westwater’s investment in violation of Turkey’s obligations under the Treaty. The tribunal disagreed with Westwater’s projections of what its investment was worth and how much the investment would have returned if Turkey had not cancelled the licenses. The tribunal’s award requires Turkey to pay Westwater a total of approximately $1.3 million in damages, to reimburse Westwater for its fees, expenses and costs of the arbitration amounting to approximately $3.7 million, and to pay interest in an amount yet to be determined As of December 31, 2022, Westwater has no t recognized the tribunal’s award in its consolidated financial statements. Recognition of the tribunal’s award in Westwater’s consolidated financial statements occurs when and if collection is probable. |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”) and include the accounts of Westwater Resources, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. “U.S. GAAP” requires management to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to asset retirement obligations; estimates of recoverable inventories; write-down of inventory; stock-based compensation and asset impairment, including estimates used to derive future cash flows or market value associated with those assets. |
Cash and Cash Equivalents. | Cash and Cash Equivalents Management considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash deposits in excess of federally insured limits. Management monitors the soundness of the financial institution and believe the risk is negligible. |
Property, Plant and Equipment | Property, Plant and Equipment Facilities and Equipment Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are amortized on a straight-line basis over the estimated life of the assets. During the periods that the Company’s facilities are not in production, depreciation of its facilities and equipment is suspended as the assets are not in service. Mineral Properties Mineral rights acquisition costs are capitalized when incurred, and exploration costs are expensed as incurred. When management determines that a mineral right can be economically developed in accordance with U.S. GAAP, the costs then incurred to develop such property will be capitalized. During the periods that the Company’s facilities are not in production, depletion of its mineral interests, permits, licenses and development properties is suspended as the assets are not in service. If mineral properties are subsequently abandoned or impaired, any non-depleted costs will be charged to loss in that period. Other Property, Plant and Equipment Other property, plant and equipment consisted of corporate office equipment, furniture and fixtures and transportation equipment. Depreciation on other property is computed based upon the estimated useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense upon disposition of such assets. |
Inventory | Inventory Inventory consisted of approximately 603 metric tons of raw material of natural flake graphite concentrate provided by a third-party vendor totaling $0.8 million as of December 31, 2022. The Company values the natural flake graphite concentrate at the lower of cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term graphite prices, less the estimated costs to complete production and bring the product to sale. Write-downs of the natural flake graphite concentration to net realizable value are reported as a component of costs applicable to sales. The current portion of inventory is determined based on the expected amounts to be processed within the next 12 months and utilize the short-term metal price assumption in estimating net realizable value. Inventory not expected to be processed within the next 12 months are classified as non-current within other long-term assets and utilize the long-term metal price assumption in estimating net realizable value. Costs are removed from raw materials using an average cost basis. |
Accounting for Government Grants | Accounting for Government Grants U.S. GAAP does not contain authoritative accounting standards for incentives and grants provided by governmental entities to a for-profit entity. Absent authoritative accounting standards, interpretative guidance issued and commonly applied by financial statement preparers allows for the selection of accounting policies amongst acceptable alternatives. Based on facts and circumstances outlined below, the Company determined it most appropriate to account for the land received from the local municipality as an in-substance government grant by analogy to International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance. Under the provisions of IAS 20, government grants “are assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity.” A government grant is recognized when there is reasonable assurance that the Company will meet the terms for receiving and realizing the benefit of the grant. IAS 20 does not define “reasonable assurance”, however, based on certain interpretations, it is analogous to “probable” as defined in Financial Accounting Standards Board (“FASB”) ASC 450-20-20 under U.S. GAAP, which is the definition the Company has applied to its determination of recognizing the land grant as of December 31, 2021. Under IAS 20, government grants are recognized in earnings on a systematic basis over the periods in which the Company recognizes costs for which the grant is intended to compensate (i.e. qualified expenses). Further, IAS 20 permits for the recognition in earnings either separately under a general heading such as other income, or as a reduction of the related expenses. The Company has elected to recognize government grant income separately within other income to present a clearer distinction in its financial statements between its operating income and the amount of net income resulting from the land grant. For further information related to government grants recognized by the Company during the year ended December 31, 2021, see Note 3 to these consolidated financial statements. |
Asset Impairment | Asset Impairment The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company considers events or changes in circumstances such as, but not limited to, significant negative impacts in the market price of graphite and or potential graphite products, a significant adverse change in the extent or manner to which we will use our long-lived asset (or asset group), adverse social or political developments, accumulation of costs over projected budget or accumulation of costs in excess of potential future cash flows of a long-lived asset (or asset group). Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows or upon an estimate of fair value that may be received in an exchange transaction. Future cash flows are estimated based on quantities of recoverable minerals, expected commodity prices, production levels and operating costs of production and capital, based upon the projected remaining future mineral production from each project. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of mineral that will be obtained after taking into account losses during processing and treatment. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is likely that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, mineral prices, production levels and operating costs of production and availability and cost of capital are each subject to significant risks and uncertainties. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments U.S. GAAP defines “fair value” as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): ● Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. ● Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Periodically throughout the year, the Company has maintained balances in various U.S. operating accounts in excess of U.S. federally insured limits. Recurring Fair Value Measurements The following tables set forth the Company’s assets measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2022 and 2021. In accordance with U.S. GAAP, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of certain financial instruments, including cash and accounts payable approximate fair value due to their short maturities. Consequently, such financial instruments are not included in the following tables. December 31, 2022 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 68,676 $ — $ — $ 68,676 Total current assets recorded at fair value $ 68,676 $ — $ — $ 68,676 December 31, 2021 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 109,883 $ — $ — $ 109,883 Total current assets recorded at fair value $ 109,883 $ — $ — $ 109,883 Non-recurring Fair Value Measurements As discussed in Note 3, on July 23, 2021, the Company received a land grant from local municipalities related to the Kellyton Graphite Plant in Coosa County, Alabama. At inception, the Company estimated the fair value of the land to be approximately $1.4 million. The fair value was determined using Level 3 inputs using the market approach, by considering comparable sales in the area, adjusted for property specific items; such as lot size, location and access to major highways and distribution channels. The Company recorded the fair value of the land granted as an increase to Property, Plant and Equipment with an offsetting obligation recorded in Other long-term liabilities on the consolidated balance sheet as of December 31, 2021. The Company will begin amortizing the obligation to income over the estimated useful life of the Kellyton Graphite Plant when the plant is placed into service. The following table presents information about assets and liabilities recognized at fair value on a non-recurring basis by level within the fair value hierarchy as of December 31, 2021. There were no assets or liabilities December 31, 2021 (thousands of dollars) Level 1 Level 2 Level 3 Total Non-current Assets Land grant $ — $ — $ 1,378 $ 1,378 Total non-current assets recorded at fair value $ — $ — $ 1,378 $ 1,378 Non-current Liabilities Land grant obligation $ — $ — $ (1,378) $ (1,378) Total non-current liabilities recorded at fair value $ — $ — $ (1,378) $ (1,378) |
Loss Per Share | Loss Per Share Basic loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted loss per share is not presented as the effect on the basic loss per share would be anti-dilutive. At December 31, 2022 and 2021, the Company had 1,564,168 and 662,580, respectively, in potentially dilutive securities. |
Foreign Currency | Foreign Currency The functional currency for all foreign subsidiaries of the Company was determined to be the U.S. dollar since its foreign subsidiaries are direct and integral components of Westwater Resources Inc. and are dependent upon the economic environment of Westwater Resources Inc.’s functional currency. Accordingly, the Company has translated its monetary assets and liabilities at the period-end exchange rate and the non-monetary assets and liabilities at historical rates, with income and expenses translated at the average exchange rate for the current period. All translation gains and losses have been included in the current period loss. |
Product Development Expenses | Product Development Expenses Product development expenses for the years ended December 31, 2022, and 2021 were $1.1 and $6.0 million, respectively. Product development costs for the year ended December 31, 2022 primarily relate to continued product development, product optimization costs, and continued sample production of battery-grade natural graphite products for evaluation by potential customers. Product development costs for the year ended December 31, 2021 were primarily comprised of expenses for our definitive feasibility study related to Phase I of the Kellyton Graphite Plant and our graphite processing pilot program that were both completed in 2021. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740)” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 became effective for interim and annual periods beginning after December 15, 2020. The adoption of ASU 2019-12 did not result in a material impact to our condensed consolidated financial statements. In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU 2021-10”). ASU 2021-10 increases the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. ASU 2021-10 became effective for annual periods beginning after December 15, 2021. The adoption of ASU 2021-10 did not result in a material impact to our condensed consolidated financial statements. |
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. ASU 2016-13 will be effective for interim and annual periods beginning after December 15, 2022. The adoption of this standard on January 1, 2023, did not have an impact on our consolidated financial statements. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to ASC 326, Financial Instruments – Credit Losses”, which clarified 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. ASU 2018-19 will be effective for interim and annual periods beginning after December 15, 2022. The adoption of this standard on January 1, 2023, did not have an impact on our consolidated financial statements. |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Fair Value Measurements on Recurring and Non-recurring basis | December 31, 2022 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 68,676 $ — $ — $ 68,676 Total current assets recorded at fair value $ 68,676 $ — $ — $ 68,676 December 31, 2021 (thousands of dollars) Level 1 Level 2 Level 3 Total Current assets Cash equivalent: Money market account $ 109,883 $ — $ — $ 109,883 Total current assets recorded at fair value $ 109,883 $ — $ — $ 109,883 December 31, 2021 (thousands of dollars) Level 1 Level 2 Level 3 Total Non-current Assets Land grant $ — $ — $ 1,378 $ 1,378 Total non-current assets recorded at fair value $ — $ — $ 1,378 $ 1,378 Non-current Liabilities Land grant obligation $ — $ — $ (1,378) $ (1,378) Total non-current liabilities recorded at fair value $ — $ — $ (1,378) $ (1,378) |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY, PLANT AND EQUIPMENT. | |
Net Book Value of Property, Plant and Equipment | Net Book Value of Property Plant and Equipment at December 31, 2022 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ — $ 8,972 Other property, plant and equipment 5,745 24 5,769 Construction in progress 75,337 — 75,337 Total $ 90,054 $ 24 $ 90,078 Net Book Value of Property Plant and Equipment at December 31, 2021 (thousands of dollars) Alabama Corporate Total Mineral rights and properties $ 8,972 $ — $ 8,972 Other property, plant and equipment 4,462 28 4,490 Construction in progress 1,017 — 1,017 Total $ 14,451 $ 28 $ 14,479 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED LIABILITIES. | |
Accrued liabilities on the balance sheet | December 31, 2022 2021 (thousands of dollars) Royalties payable (1) $ 1,151 $ 1,151 Other Accrued Liabilities 812 978 Accrued Liabilities $ 1,963 $ 2,129 (1) Royalties payable were derived during prior years of production. Liabilities do not accrue interest or have a stated maturity date. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
STOCK-BASED COMPENSATION | |
Summary of Stock Options Outstanding | December 31, 2022 December 31, 2021 Weighted Weighted Number of Average Number of Average Stock Exercise Stock Exercise Options Price Options Price Stock options outstanding at beginning of period 277,576 $ 6.18 185,054 $ 7.70 Granted 78,720 1.09 94,522 3.91 Expired — — (2,000) 73.54 Stock options outstanding at end of period 356,296 5.06 277,576 6.18 Stock options exercisable at end of period 277,576 $ 6.18 183,054 $ 7.35 |
Summary of Stock Options Outstanding and Exercisable by Stock Option Plan | Outstanding Stock Options Exercisable Stock Options Number of Weighted Number of Weighted Outstanding Average Stock Options Average Stock Option Plan Stock Options Exercise Price Exercisable Exercise Price 2004 Plan 92 $ 1,638.00 92 $ 1,638.00 2004 Directors’ Plan 3 10,380.00 3 10,380.00 2013 Plan 356,201 4.55 277,481 5.53 356,296 $ 5.06 277,576 $ 6.18 |
Summary of Assumptions Used to Assess the Fair Value of Stock Options Granted | Years ended December 31, 2022 2021 Expected volatility 105% 113% Expected term of options (years) 6 6 Expected dividend rate — — Risk-free interest rate 2.95% 0.82% Expected forfeiture rate — — Weighted-average grant-date fair value $ 0.89 $ 3.28 |
Summary of RSU Activity | December 31, December 31, 2022 2021 Weighted- Weighted- Average Average Number of Grant Date Number of Grant Date RSUs Fair Value RSUs Fair Value Unvested RSUs at beginning of period 385,004 $ 3.18 236,403 $ 2.10 Granted 1,229,950 1.16 227,402 3.93 Forfeited/Expired (225,091) 2.39 — — Vested (181,991) 2.31 (78,801) 2.10 Unvested RSUs at end of period 1,207,872 $ 1.40 385,004 $ 3.18 |
OTHER INCOME, NET (Tables)
OTHER INCOME, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER INCOME, NET | |
Schedule of total other income, net | For the Year Ended December 31, (thousands of dollars) 2022 2021 Other income: Foreign exchange loss $ (52) $ — Interest income 1,054 26 Other income (expense) 2 (2) Total other income, net $ 1,004 $ 24 |
FEDERAL INCOME TAXES (Tables)
FEDERAL INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FEDERAL INCOME TAXES. | |
Schedule of Components of Future Tax Assets and Liabilities | December 31, 2022 2021 (thousands of dollars) Deferred tax assets: Non‑Current: Net operating loss carryforwards $ 22,584 $ 21,016 Capital loss carryforwards 22,508 22,523 Mineral properties 3,694 5,017 Capitalized joint venture costs 3,427 3,427 Fixed assets 1,921 148 Capitalized transaction costs 1,150 1,157 Share based compensation 418 405 Accrued vacation 62 25 Other 26 61 Deferred tax assets 55,790 53,779 Valuation allowance (55,769) (53,723) Net deferred tax assets 21 56 Deferred tax liabilities: Non‑Current: Other (21) (56) Deferred tax liabilities (21) (56) Net deferred tax asset (liability) $ — $ — |
Schedule of Valuation Allowance by Tax Jurisdiction | December 31, 2022 2021 (thousands of dollars) United States $ 44,644 $ 42,069 Australia 4,790 5,096 Turkey 6,335 6,558 Total valuation allowance $ 55,769 $ 53,723 |
Schedule of Loss From Operations Before Income Taxes | For the year ended December 31, 2022 2021 (thousands of dollars) United States $ (11,082) $ (16,103) Australia (5) (6) Turkey (34) (35) $ (11,121) $ (16,144) |
Schedule of Reconciliation of Expected Income Tax on Net Income at Statutory Rates | Year ended December 31, 2022 2021 (thousands of dollars) Net loss $ (11,121) $ (16,144) Statutory tax rate 21% 21% Tax recovery at statutory rate (2,335) (3,390) State tax rate (672) (1,173) Foreign tax rate (1) (2) Change in U.S. tax rates (32) (759) Other adjustments 180 97 Operating loss carryforward adjustment 685 (1,409) Operating loss Section 382 adjustment 110 (7) Nondeductible expenses and other permanent items 19 (78) Sale of Uranium Entities — (799) Change in valuation allowance 2,046 7,520 Income tax expense (recovery) $ — $ — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Schedule of Components of lease expense | For the Year Ended December 31, (thousands of dollars) 2022 2021 Operating lease cost $ 153 $ 154 |
Schedule of Supplemental Cash Flow Information Related to Leases | For the Year Ended December 31, (thousands of dollars) 2022 2021 Cash paid for amounts included in lease liabilities: Operating cash flows from operating leases $ 158 $ 154 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 87 $ 226 |
Schedule of Supplemental Balance Sheet Information Relating to Leases | December 31, December 31, (thousands of dollars) 2022 2021 Operating Leases Operating lease right-of-use assets $ 87 $ 226 Operating lease liability, current 91 152 Operating lease liabilities – long term portion — 83 Total operating lease liabilities $ 91 $ 235 |
Schedule of Weighted-average Remaining Lease Term and Discount Rate for Operating Leases | For the Year Ended December 31, 2022 2021 Weighted Average Remaining Lease Term (in years) 0.6 1.6 Discount Rate 9.5 % 9.5 % |
Schedule of Maturities of Lease Liabilities for Operating Leases | Lease payments by year December 31, (in thousands) 2022 2023 92 Total lease payments 92 Less imputed interest (1) Total $ 91 |
THE COMPANY AND SUMMARY OF SI_4
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventory and Other Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) t | Jun. 22, 2021 a | |
Alabama Graphite | ||
Inventory [Line Items] | ||
Acres of land under lease | a | 70 | |
Natural Flake Graphite Concentrate | ||
Inventory [Line Items] | ||
Raw material (in metric tons) | t | 603 | |
Value of raw material | $ | $ 0.8 |
THE COMPANY AND SUMMARY OF SI_5
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Fair Value on Recurring and Non-recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 23, 2021 |
Non-current Assets | |||
Total non-current assets recorded at fair value | $ 0 | ||
Non-current Liabilities | |||
Total non-current liabilities recorded at fair value | 0 | ||
Recurring | |||
Current Assets: | |||
Total current assets recorded at fair value | 68,676 | $ 109,883 | |
Recurring | Money market account | |||
Current Assets: | |||
Total current assets recorded at fair value | 68,676 | 109,883 | |
Recurring | Level 1 | |||
Current Assets: | |||
Total current assets recorded at fair value | 68,676 | 109,883 | |
Recurring | Level 1 | Money market account | |||
Current Assets: | |||
Total current assets recorded at fair value | $ 68,676 | 109,883 | |
Non-recurring | |||
Non-current Assets | |||
Land grant | 1,378 | ||
Total non-current assets recorded at fair value | 1,378 | ||
Non-current Liabilities | |||
Land grant obligation | (1,378) | ||
Total non-current liabilities recorded at fair value | (1,378) | ||
Non-recurring | Level 2 | |||
Non-current Assets | |||
Land grant | |||
Total non-current assets recorded at fair value | |||
Non-current Liabilities | |||
Land grant obligation | |||
Total non-current liabilities recorded at fair value | |||
Non-recurring | Level 3 | |||
Non-current Assets | |||
Land grant | 1,378 | ||
Total non-current assets recorded at fair value | 1,378 | ||
Non-current Liabilities | |||
Land grant obligation | (1,378) | ||
Total non-current liabilities recorded at fair value | (1,378) | ||
Alabama Graphite | |||
Non-current Assets | |||
Land grant | $ 1,400 | ||
Alabama Graphite | Non-recurring | |||
Non-current Assets | |||
Land grant | $ 1,400 |
THE COMPANY AND SUMMARY OF SI_6
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Potentially dilutive securities | 1,564,168 | 662,580 |
THE COMPANY AND SUMMARY OF SI_7
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Product development expenses | $ 1,145 | $ 5,975 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details) $ in Thousands, € in Millions, shares in Millions | 12 Months Ended | 17 Months Ended | ||||
Aug. 20, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 EUR (€) shares | Dec. 04, 2020 shares | |
Cash balance | $ 75,200 | $ 75,200 | € 5 | |||
Issuance of common stock, net | $ | $ 25,901 | $ 84,142 | ||||
2020 Lincoln Park PA | ||||||
Number of common stock issued | 6.1 | |||||
Issuance of common stock, net | $ | $ 34,600 | |||||
Registered share available for future sales | 16 | |||||
ATM Offering Agreement | ||||||
Number of common stock issued | 13 | |||||
Issuance of common stock, net | $ | $ 50,000 | $ 25,900 | ||||
Lincoln Park | 2020 Lincoln Park PA | ||||||
Number of common stock issued | 6.3 | |||||
Amount available for future sales | $ | $ 20,800 | $ 20,800 | ||||
Registered share available for future sales | 9.7 | 9.7 | 9.7 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Net Book Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | $ 90,078 | $ 14,479 |
Mineral rights and properties | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 8,972 | 8,972 |
Other property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 5,769 | 4,490 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 75,337 | 1,017 |
Alabama | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 90,054 | 14,451 |
Alabama | Mineral rights and properties | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 8,972 | 8,972 |
Alabama | Other property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 5,745 | 4,462 |
Alabama | Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 75,337 | 1,017 |
Corporate | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | 24 | 28 |
Corporate | Other property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment | $ 24 | $ 28 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Construction in Progress & Impairment of Property, Plant and Equipment (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 22, 2021 a | |
Property, Plant and Equipment [Line Items] | |||
Impairment | $ 0 | $ 0 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Cash deposits | 2,700 | ||
Alabama Graphite | |||
Property, Plant and Equipment [Line Items] | |||
Acres of land under lease | a | 70 | ||
Term of lease | 10 years | ||
Land grant | $ 1,400 |
ACCRUED LIABILITIES - Accrued L
ACCRUED LIABILITIES - Accrued Liabilities on the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ACCRUED LIABILITIES. | ||
Royalties payable | $ 1,151 | $ 1,151 |
Other Accrued Liabilities | 812 | 978 |
Total accrued Liabilities | $ 1,963 | $ 2,129 |
STOCKHOLDERS EQUITY - Common St
STOCKHOLDERS EQUITY - Common Stock Issued, Net of Issuance Costs (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | 17 Months Ended | ||||
Aug. 20, 2021 | Dec. 04, 2020 | Apr. 14, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Net proceeds from common stock | $ 25,901 | $ 84,142 | ||||
2020 Lincoln Park PA | ||||||
Maximum aggregate offering price | $ 100,000 | |||||
Period for financing from common stock | 36 months | |||||
Number of common stock issued | 6.1 | |||||
Net proceeds from common stock | $ 34,600 | |||||
Threshold average sale price per share of common stock | $ 6.15 | |||||
Registered share available for future sales | 16 | |||||
2020 Lincoln Park PA | Maximum | ||||||
Percentage of common stock issuable | 19.99% | |||||
2020 Lincoln Park PA | Lincoln Park | ||||||
Number of common stock issued | 6.3 | |||||
Minimum percentage considered for not to sale common stock | 9.99% | |||||
Registered share available for future sales | 9.7 | 9.7 | ||||
Amount available for future sales | $ 20,800 | $ 20,800 | ||||
ATM Offering Agreement | ||||||
Number of common stock issued | 13 | |||||
Net proceeds from common stock | $ 50,000 | $ 25,900 | ||||
ATM Offering Agreement | Cantor Fitzgerald & Co | ||||||
Number of common stock issued | 13 | 10 | ||||
Net proceeds from common stock | $ 25,900 | $ 49,500 | ||||
ATM Offering Agreement | Cantor Fitzgerald & Co | Maximum | ||||||
Sales commission percentage | 2.50% | |||||
Controlled Equity Offering Sales Agreement with Cantor Fitzgerald and Co. | ||||||
Net proceeds from common stock | $ 29,200 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | ||
Number of stock options outstanding, Beginning of period | 277,576 | 185,054 |
Number of stock options outstanding, Granted | 78,720 | 94,522 |
Number of stock options outstanding, Expired | (2,000) | |
Number of stock options outstanding, End of period | 356,296 | 277,576 |
Number of stock options Exercisable, End of period | 277,576 | 183,054 |
Weighted average exercise price, Beginning of period | $ 6.18 | $ 7.70 |
Weighted average exercise price, Granted | 1.09 | 3.91 |
Weighted average exercise price, Expired | 73.54 | |
Weighted average exercise price, End of period | 5.06 | 6.18 |
Weighted average exercise price Exercisable, End of period | $ 6.18 | $ 7.35 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Stock Options Outstanding and Exercisable by Stock Option Plan (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 356,296 | 277,576 | 185,054 |
Outstanding Stock Options, Weighted Average Exercise Price | $ 5.06 | $ 6.18 | $ 7.70 |
Exercisable Stock Options, Number of Exercisable Stock Options | 277,576 | 183,054 | |
Exercisable Stock Options, Weighted Average Exercise Price | $ 6.18 | $ 7.35 | |
2004 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 92 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 1,638 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 92 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 1,638 | ||
2004 Directors Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 3 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 10,380 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 3 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 10,380 | ||
2013 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 356,201 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 4.55 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 277,481 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 5.53 |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions Used to Assess Fair Value of Stock Options Granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | ||
Expected volatility | 105% | 113% |
Expected term of options (years) | 6 years | 6 years |
Risk-free interest rate | 2.95% | 0.82% |
Weighted-average grant-date fair value | $ 0.89 | $ 3.28 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of RSUs, Unvested beginning of period | 385,004 | 236,403 |
Number of RSUs, Granted | 1,229,950 | 227,402 |
Number of RSUs, Forfeited/Expired | (225,091) | |
Number of RSUs, Vested | (181,991) | (78,801) |
Number of RSUs, Unvested end of period | 1,207,872 | 385,004 |
Weighted Average Grant Date Fair Value, Unvested RSUs beginning of period | $ 3.18 | $ 2.10 |
Weighted Average Grant Date Fair Value, Granted | 1.16 | 3.93 |
Weighted Average Grant Date Fair Value, Forfeited/Expired | 2.39 | |
Weighted Average Grant Date Fair Value, Vested | 2.31 | 2.10 |
Weighted Average Grant Date Fair Value, Unvested RSUs end of period | $ 1.40 | $ 3.18 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 13, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average remaining term for stock options outstanding | 7 years 10 months 24 days | ||
Unrecognized compensation costs related to non-vested stock options | $ 0.1 | ||
Unrecognized compensation costs related to non-vested stock options, period recognized | 5 months | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs related to non-vested stock options, period recognized | 2 years | ||
Unrecognized compensation costs related to non-vested stock units, period recognized | $ 0.6 | ||
Number of restricted stock units issued | 1,229,950 | 227,402 | |
2013 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common stock shares reserved for future issuance | 215,025 | ||
Stock-based compensation expense | $ 1 | $ 0.9 | |
2013 Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option vesting period | 10 years | ||
Inducement Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common stock shares reserved for future issuance | 250,000 | ||
Inducement Plan | Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option vesting period | 2 years | ||
Number of restricted stock units issued | 61,947 |
OTHER INCOME, NET (Details)
OTHER INCOME, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other income: | ||
Foreign exchange loss | $ (52) | |
Interest income | 1,054 | $ 26 |
Other income (expense) | 2 | (2) |
Total other income, net | $ 1,004 | $ 24 |
OTHER INCOME, NET - Narrative (
OTHER INCOME, NET - Narrative (Details) € in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 EUR (€) | |
OTHER INCOME, NET | |||
Foreign currency exchange loss related to our Euro denominated bank account | $ 52,000 | ||
Cash balance | 75,200,000 | € 5 | |
Euro to USD exchange rate resulting in foreign exchange adjustment | 0.01 | ||
Effect of exchange rate on cash | 100,000 | ||
Interest income | $ 1,054,000 | $ 26,000 |
FEDERAL INCOME TAXES - Schedule
FEDERAL INCOME TAXES - Schedule of Components of Future Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
FEDERAL INCOME TAXES. | ||
Net operating loss carryforwards | $ 22,584 | $ 21,016 |
Capital loss carryforwards | 22,508 | 22,523 |
Mineral properties | 3,694 | 5,017 |
Capitalized joint venture costs | 3,427 | 3,427 |
Fixed assets | 1,921 | 148 |
Capitalized transaction costs | 1,150 | 1,157 |
Share based compensation | 418 | 405 |
Accrued vacation | 62 | 25 |
Other | 26 | 61 |
Deferred tax assets | 55,790 | 53,779 |
Valuation allowance | (55,769) | (53,723) |
Net deferred tax assets | 21 | 56 |
Other | (21) | (56) |
Deferred tax liabilities | $ (21) | $ (56) |
FEDERAL INCOME TAXES - Schedu_2
FEDERAL INCOME TAXES - Schedule of Valuation Allowance by Tax Jurisdiction (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Total valuation allowance | $ 55,769 | $ 53,723 |
United States | ||
Total valuation allowance | 44,644 | 42,069 |
Australia | ||
Total valuation allowance | 4,790 | 5,096 |
Turkey | ||
Total valuation allowance | $ 6,335 | $ 6,558 |
FEDERAL INCOME TAXES - Narrativ
FEDERAL INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income taxes and operating loss carryforwards | ||||
Increase in valuation allowance | $ 2,000 | |||
Income tax reconciliation description | The United States enacted comprehensive tax reform legislation known as the "Tax Cuts and Jobs Act' that, among other things, reduces the U.S. Federal corporate income tax rate from 35% to 21% and implements a territorial tax system, but imposes an alternative 'base erosion and anti-abuse tax' ('BEAT'), and incremental tax on global intangible low tax foreign income ('GILTI') effective January 1, 2018. | |||
Percentage on Federal corporate income tax rate | 21% | 21% | 21% | 35% |
Percentage of valuation allowance recorded against the net deferred tax assets | 100% | |||
Capital loss carryforward | $ 22,508 | $ 22,523 | ||
Deferred tax assets, operating loss carryforwards | $ 22,584 | $ 21,016 | ||
Previously Reported | ||||
Income taxes and operating loss carryforwards | ||||
Operating Loss Carryforward Period | 20 years | |||
Section 382 | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 211,900 | |||
Operating Loss Carryforwards, Limitations on Use | A formal Section 382 study would be required to determine the actual allowable usage of US net operating loss carryforwards. However, it is possible that past ownership changes will result in the inability to utilize a significant portion of the Company’s NOL carryforward that was generated prior to any change of control. The Company’s ability to use its remaining NOL carryforwards may be further limited if the Company experiences an IRC Section 382 ownership change in connection with future changes in the Company’s stock ownership. Based on information currently available, the Company currently estimates that $211.9 million of the U.S. net operating losses will not be able to be utilized and have reduced the Company’s deferred tax asset accordingly. | |||
United States | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 271,300 | |||
Capital loss carryforward | $ 106,100 | |||
United States | Minimum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | 2023 | |||
United States | Maximum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | Indefinite availability | |||
Capital loss carryforwards expiration year | 2026 | |||
Australia | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 15,200 | |||
Turkey | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 3,400 | |||
Turkey | Minimum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | 2023 | |||
Turkey | Maximum | ||||
Income taxes and operating loss carryforwards | ||||
Operating loss carryforwards expiration year | 2025. | |||
Anatolia | ||||
Income taxes and operating loss carryforwards | ||||
Net operating loss carryforwards | $ 13,300 |
FEDERAL INCOME TAXES - Schedu_3
FEDERAL INCOME TAXES - Schedule of Loss From Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (11,121) | $ (16,144) |
United States | ||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (11,082) | (16,103) |
Australia | ||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (5) | (6) |
Turkey | ||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (34) | $ (35) |
FEDERAL INCOME TAXES - Schedu_4
FEDERAL INCOME TAXES - Schedule of Reconciliation of Expected Income Tax on Net Income at Statutory Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2017 | |
FEDERAL INCOME TAXES. | ||||
Net loss | $ (11,121) | $ (16,144) | ||
Statutory tax rate | 21% | 21% | 21% | 35% |
Tax recovery at statutory rate | $ (2,335) | $ (3,390) | ||
State tax rate | (672) | (1,173) | ||
Foreign tax rate | (1) | (2) | ||
Change in U.S. tax rates | (32) | (759) | ||
Other adjustments | 180 | 97 | ||
Operating loss carryforward adjustment | 685 | (1,409) | ||
Operating loss Section 382 adjustment | 110 | (7) | ||
Nondeductible expenses and other permanent items | 19 | (78) | ||
Sale of Uranium Entities | (799) | |||
Change in valuation allowance | $ 2,046 | 7,520 | ||
Income tax expense (recovery) |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Right-of-use lease asset | $ 87 | $ 226 |
Lease liability | 91 | 235 |
Operating lease liability, current | $ 91 | 152 |
Lease term using a discount rate | 9.50% | |
Lease not yet commenced, Term | 5 years | |
Net present value of lease not yet commenced | $ 1,100 | |
Lease expense: | ||
Operating lease cost | 153 | 154 |
Supplemental cash flow information related to leases: | ||
Cash flows from operating leases | 158 | 154 |
Operating leases | 87 | 226 |
Supplemental balance sheet information related to leases: | ||
Operating lease right-of-use assets | 87 | 226 |
Operating lease liability, current | 91 | 152 |
Operating lease liabilities - long term portion | 83 | |
Total operating lease liabilities | $ 91 | $ 235 |
Weighted Average Remaining Lease Term (in years) | 7 months 6 days | 1 year 7 months 6 days |
Discount Rate | 9.50% | 9.50% |
Corporate office | ||
Lessee, Lease, Description [Line Items] | ||
Variable lease terms | Because these amounts are variable from year to year and not specifically set in the lease terms, they are not included in the measurement of the right-of-use asset and related lease liability, but rather expensed in the period incurred. | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |
Option to extend, renewal term | 3 years | |
Minimum | Corporate offices, storage space and equipment | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 7 months 6 days | |
Maximum | Land used in exploration and mining activities, office equipment, machinery, office space, storage and other | ||
Lessee, Lease, Description [Line Items] | ||
Term of contract | 1 year |
LEASES - Maturities of lease li
LEASES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Undiscounted cash payments: | ||
2023 | $ 92 | |
Total lease payments | 92 | |
Less imputed interest | (1) | |
Total operating lease liabilities | 91 | $ 235 |
Centennial, Colorado | ||
Undiscounted cash payments: | ||
Total lease payments | $ 100 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Arbitration Against Turkey [Member] - USD ($) | 12 Months Ended | |
Mar. 03, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||
Amount recognized | $ 0 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Awarded amount for damages | $ 1,300,000 | |
Amount paid for fees, expenses and costs of the arbitration | $ 3,700,000 |