Westwater Resources(WWR) - 2023 Q1 - Quarterly Report

DEFINITIONS This section defines key terms used throughout the report, including company subsidiaries, specific projects, and critical materials like graphite Key Terms and Meanings | Term | Meaning | | :--- | :--- | | AGP | Alabama Graphite Products, LLC, a wholly owned subsidiary of Westwater Resources | | Alabama Graphite | Alabama Graphite Company, Inc., a wholly owned subsidiary of Westwater Resources | | Annual Report | Westwater Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022 | | Coosa Graphite Deposit | The Company's graphite mineral deposit located near Rockford, Alabama | | Kellyton Graphite Plant | The Company's planned battery-grade graphite processing facility near Kellyton, Alabama | | graphite | A naturally occurring carbon material with electrical properties that enhance the performance of electrical storage batteries, listed on the U.S. Critical Minerals List and the EU Critical Raw Materials List | - The terms 'we,' 'us,' 'our,' 'WWR,' 'Westwater,' 'Westwater Resources,' or the 'Company' refer to Westwater Resources, Inc. and its subsidiaries[11] PART I — FINANCIAL INFORMATION This part presents Westwater Resources' unaudited condensed consolidated financial statements and management's discussion and analysis for the first quarter of 2023 ITEM 1. FINANCIAL STATEMENTS This item presents the unaudited condensed consolidated financial statements of Westwater Resources, Inc., including the balance sheets, statements of operations, cash flows, and stockholders' equity, along with accompanying notes, for the three months ended March 31, 2023 and 2022 Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity as of March 31, 2023, and December 31, 2022 Condensed Consolidated Balance Sheet Highlights (Thousands of Dollars) | Metric | March 31, 2023 | December 31, 2022 | | :-------------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $39,704 | $75,196 | | Total Current Assets | $40,501 | $76,088 | | Net property, plant and equipment | $116,033 | $90,078 | | Total Assets | $160,093 | $168,408 | | Total Current Liabilities | $17,823 | $25,062 | | Total Liabilities | $19,231 | $26,440 | | Total Stockholders' Equity | $140,862 | $141,968 | Condensed Consolidated Statements of Operations This section outlines the company's financial performance, including revenues, expenses, and net loss for the three months ended March 31, 2023 and 2022 Condensed Consolidated Statements of Operations Highlights (Thousands of Dollars) | Metric | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :-------------------------------- | :---------------------------------------- | :---------------------------------------- | | Product development expenses | $(490) | $(233) | | Exploration expenses | $(66) | $(208) | | General and administrative expenses | $(2,402) | $(2,211) | | Arbitration costs | $— | $(142) | | Total operating expenses | $(3,006) | $(2,816) | | Other income, net | $616 | $7 | | Net Loss | $(2,390) | $(2,809) | | BASIC AND DILUTED LOSS PER SHARE | $(0.05) | $(0.08) | | WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 49,443,120 | 36,757,352 | Condensed Consolidated Statements of Cash Flows This section details the cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2023 and 2022 Condensed Consolidated Statements of Cash Flows Highlights (Thousands of Dollars) | Metric | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net Cash Used In Operating Activities | $(2,956) | $(2,701) | | Net Cash Used In Investing Activities | $(33,960) | $(12,123) | | Net Cash Provided By Financing Activities | $1,424 | $15,524 | | Net (decrease) increase in Cash and Cash Equivalents | $(35,492) | $700 | | Cash and Cash Equivalents, End of Period | $39,704 | $115,993 | Condensed Consolidated Statements of Stockholders' Equity This section presents changes in the company's equity, including common stock, paid-in capital, and accumulated deficit, for the three months ended March 31, 2023 Condensed Consolidated Statements of Stockholders' Equity Highlights (Thousands of Dollars) | Metric | Balances, December 31, 2022 | Balances, March 31, 2023 | | :---------------------------------------- | :-------------------------- | :----------------------- | | Common Stock (Shares) | 48,405,543 | 49,999,920 | | Common Stock (Amount) | $48 | $50 | | Paid-In Capital | $495,456 | $496,738 | | Accumulated Deficit | $(353,278) | $(355,668) | | Treasury Stock | $(258) | $(258) | | Total Stockholders' Equity | $141,968 | $140,862 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and additional information supporting the condensed consolidated financial statements 1. BASIS OF PRESENTATION This note describes the accounting principles and basis for preparing the unaudited interim consolidated financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2022[24] - Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for any other period, including the full year[24] - The adoption of recently issued accounting pronouncements (ASU 2021-10, ASU 2016-13, ASU 2018-19) did not result in a material impact to the Interim Financial Statements[27][28][29] 2. LIQUIDITY AND GOING CONCERN This note addresses the company's financial liquidity and the substantial doubt regarding its ability to continue as a going concern - Events and conditions raise substantial doubt about the Company's ability to continue as a going concern within one year[31][36] - The Company has relied on equity financings, debt financings, and asset sales to fund operations since 2009, with no revenues from operations[32] - Cash balance was approximately $39.7 million as of March 31, 2023, while planned non-discretionary expenditures through May 31, 2024, exceed this amount[33][32] - The Company is considering alternative project financing, including debt, convertible debt, or a partnership/joint venture, for the Kellyton Graphite Plant construction[34] - Access to the ATM Offering Agreement is currently limited to an aggregate offering price of up to $19,250,000 due to Form S-3 restrictions[35] 3. PROPERTY, PLANT AND EQUIPMENT This note details the company's property, plant, and equipment, including mineral rights, other assets, and construction in progress Net Book Value of Property, Plant and Equipment (Thousands of Dollars) | Category | March 31, 2023 | December 31, 2022 | | :-------------------------- | :------------- | :---------------- | | Mineral rights and properties | $8,972 | $8,972 | | Other property, plant and equipment | $5,733 | $5,769 | | Construction in progress | $101,328 | $75,337 | | Total | $116,033 | $90,078 | - Construction in progress significantly increased, representing assets in the construction stage not yet ready for service[37][38] - No events or changes in circumstances indicated impairment of long-lived assets for the three months ended March 31, 2023[39] 4. COMMON STOCK This note provides information on common stock activities, including shares sold under the ATM Offering Agreement and available for future sales - During the three months ended March 31, 2023, the Company sold 1.5 million shares of common stock for net proceeds of $1.5 million pursuant to the ATM Offering Agreement[47] - No shares of common stock were sold under the 2020 Lincoln Park PA during the three months ended March 31, 2023, or 2022[45] - As of March 31, 2023, total gross proceeds of $30.7 million have been received under the ATM Offering Agreement[49] - The Company currently may offer and sell shares of common stock with an aggregate offering price of up to $19,250,000 under the ATM Offering Agreement, subject to Form S-3 limitations[48] 5. STOCK-BASED COMPENSATION This note outlines the company's stock-based compensation plans, including activity for stock options and restricted stock units - For the three months ended March 31, 2023, the Company recorded a net stock-based compensation benefit of $0.1 million, primarily due to $0.3 million related to employee departures, offset by $0.2 million expense[55] Stock Options Activity | Metric | March 31, 2023 | March 31, 2022 | | :-------------------------------- | :------------- | :------------- | | Stock options outstanding at beginning of period | 356,296 | 277,576 | | Canceled or forfeited | (43,868) | — | | Stock options outstanding at end of period | 312,428 | 277,576 | | Weighted Average Exercise Price (end of period) | $3.56 | $6.18 | Restricted Stock Units (RSU) Activity | Metric | March 31, 2023 | March 31, 2022 | | :-------------------------------- | :------------- | :------------- | | Unvested RSUs at beginning of period | 1,207,872 | 385,004 | | Granted | 189,072 | 91,241 | | Forfeited/Expired | (399,867) | (122,692) | | Vested | (198,327) | (105,793) | | Unvested RSUs at end of period | 798,750 | 247,760 | - As of March 31, 2023, the Company had less than $0.1 million of unrecognized compensation costs for non-vested stock options (over ~3 months) and $0.5 million for non-vested restricted stock units (over ~2 years)[57][60] 6. OTHER INCOME, NET This note explains the components of other income, net, primarily driven by interest income for the reporting periods Other Income, Net (Thousands of Dollars) | Metric | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :---------------- | :---------------------------------------- | :---------------------------------------- | | Foreign exchange loss | $(17) | $— | | Interest income | $633 | $7 | | Total other income, net | $616 | $7 | - The significant increase in other income, net, was primarily due to $0.6 million in interest income from the Company's investment account, resulting from higher interest rates[61][62] 7. EARNINGS PER SHARE This note details the calculation of basic and diluted loss per common share for the reporting periods - Basic and diluted loss per common share was $(0.05) for the three months ended March 31, 2023[18][63] - 1,111,178 potentially dilutive shares (unvested RSUs and outstanding stock options) were excluded from EPS calculation because the Company had a net loss, making their effect anti-dilutive[63] 8. COMMITMENTS AND CONTINGENCIES This note describes the company's environmental compliance, legal proceedings, and arbitration awards - The Company believes its operations are materially compliant with current, applicable environmental regulations[64] - An arbitral tribunal awarded Westwater approximately $1.3 million in damages and $3.7 million for arbitration fees, expenses, and costs against Turkey for expropriation of uranium projects[66] - Westwater filed a Notice of Rectification on April 14, 2023, seeking to correct an error in the tribunal's calculation, which if granted, would increase the award for investment costs from $1,283,000 to $2,780,000[120] 9. LEASES This note provides details on the company's lease arrangements, including lease costs, terms, and related assets and liabilities Lease Cost (Thousands of Dollars) | Category | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | | Operating lease cost | $41 | $38 | | Finance lease cost | $5 | $— | | Variable lease costs | $4 | $— | | Lease cost | $50 | $38 | Weighted-Average Lease Terms and Discount Rates | Lease Type | Weighted average remaining lease term (in years) | Weighted average discount rate | | :-------------------------- | :--------------------------------------------- | :----------------------------- | | Operating Leases | 0.9 | 8.6 % | | Finance Lease | 4.3 | 3.0 % | - As of March 31, 2023, the Company has $0.1 million in right-of-use assets and $0.1 million in related lease liabilities[69] - The Company has entered into new equipment leases for the Kellyton Graphite Plant, not yet commenced, with a net present value of $1.1 million[70] 10. INVENTORY This note describes the composition and valuation of the company's inventory, primarily natural flake graphite concentrate - Inventory consisted of $2.8 million of natural flake graphite concentrate from a third-party vendor as of March 31, 2023[71] - The full amount of inventory is classified within 'Other long-term assets' on the Condensed Consolidated Balance Sheets[71] - Inventory is valued at the lower of cost or net realizable value, with classification as current or non-current based on expected processing within 12 months[71] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on Westwater Resources' financial performance and condition for the three months ended March 31, 2023, highlighting recent developments, operational results, liquidity, and forward-looking statements INTRODUCTION This section introduces Westwater Resources as an energy technology company focused on battery-grade natural graphite materials and its key projects - Westwater Resources, Inc. is an energy technology company focused on developing battery-grade natural graphite materials since acquiring Alabama Graphite in April 2018[74] - The Company holds mineral rights to the Coosa Graphite Deposit and continued construction activities for Phase I of the Kellyton Graphite Plant during Q1 2023[74] RECENT DEVELOPMENTS This section highlights recent strategic initiatives, including a joint development agreement, Kellyton Graphite Plant construction updates, and critical materials status Joint Development Agreement with SK On This section details the partnership with SK On to develop high-performance anode material and potential future sales agreements - The Company entered a Joint Development Agreement (JDA) with SK On, a leading electric vehicle battery manufacturer, to develop customized, environmentally responsible, high-performance anode material[75][76] - Upon successful development, the parties expect to negotiate an agreement for the potential sale of all Coated Spherical Purified Graphite (CSPG) anode material from the Kellyton Graphite Processing Plant[76] Kellyton Graphite Plant – Construction Update This section provides an update on the construction progress of Phase I of the Kellyton Graphite Plant, including capacity and cost estimates - Construction activities for Phase I of the Kellyton Graphite Plant continued in Q1 2023, with earthwork, underground utilities, and assembly of plant buildings completed; all five processing buildings are ready for equipment installation[78] - An optimization study increased the expected throughput production capacity for Phase I to 16,000 metric tons per year, with expected CSPG production of 7,500 metric tons per year[79] - The estimated total costs for Phase I construction are approximately $271 million, with $102.4 million incurred as of March 31, 2023[80][81] Graphite and Vanadium as Critical Materials This section discusses the strategic importance of graphite and vanadium, government incentives, and domestic production efforts - The United States is almost 100% dependent on imports for battery-grade graphite, a primary anode material for lithium-ion batteries[82] - Government initiatives like the Defense Production Act and the Inflation Reduction Act (IRA) aim to encourage domestic production of critical materials, including graphite, offering a 10% tax credit and domestic content requirements for clean vehicles[83][84] - The State of Alabama and local municipalities have provided incentive agreements, including tax credits, for the construction of the Kellyton Graphite Plant[86] Equity Financings This section summarizes the company's equity financing activities, including common stock sales and their impact on cash balances - During Q1 2023, the Company sold 1.5 million shares of common stock for net proceeds of $1.5 million through the ATM Offering Agreement[90] - This activity contributed to a cash balance of approximately $39.7 million at March 31, 2023[90] RESULTS OF OPERATIONS This section analyzes the company's financial performance, focusing on changes in net loss and key expense categories for the reporting periods Summary This section provides an overview of the net loss and the primary factors contributing to its change between the reporting periods - Net loss for Q1 2023 was $2.4 million ($0.05 per share), a $0.4 million decrease from Q1 2022 ($2.8 million, $0.08 per share)[92] - The decrease in net loss was primarily due to higher interest income ($0.6 million) and lower exploration and arbitration costs, partially offset by increased product development and general and administrative expenses[92] Product Development Expenses This section explains the increase in product development expenses, mainly due to additional sample production for customer evaluation - Product development expenses increased by $0.3 million to $0.5 million in Q1 2023, primarily due to additional sample production of battery-grade natural graphite products for potential customer evaluation[18][93] Exploration Expenses This section details the decrease in exploration expenses following the completion of the initial drilling program for the Coosa Graphite Deposit - Exploration expenses decreased by $0.1 million to $0.1 million in Q1 2023, as the initial drilling program for the Coosa Graphite Deposit was completed in April 2022[18][94] General and Administrative Expenses This section explains the increase in general and administrative expenses, primarily due to severance charges - General and administrative expenses increased by $0.2 million in Q1 2023, mainly due to $0.3 million in severance charges for the former Chief Executive Officer, partially offset by a stock-based compensation benefit[18][95] Arbitration Costs This section discusses the absence of arbitration costs in Q1 2023 and the final award received from the arbitration against Turkey - No arbitration costs were incurred in Q1 2023, a decrease of $0.1 million from Q1 2022, as legal fees related to the arbitration against the Republic of Turkey were incurred in the prior period[18][96] - The arbitral tribunal issued its final award on March 3, 2023, requiring Turkey to pay Westwater approximately $1.3 million in damages and $3.7 million for arbitration costs[97][99] Other Income This section explains the significant increase in other income, primarily driven by higher interest income from investments - Other income increased by $0.6 million in Q1 2023 compared to Q1 2022, primarily due to a $0.6 million increase in interest income from the Company's investment account due to higher interest rates[100] FINANCIAL POSITION This section analyzes the company's cash flow activities from operations, investing, and financing for the reporting periods Operating Activities This section details the net cash used in operating activities, primarily influenced by raw material inventory purchases - Net cash used in operating activities increased by $0.3 million to $3.0 million in Q1 2023, mainly due to $2.0 million in raw material inventory purchases[20][101] - This increase was partially offset by higher interest income ($0.6 million) and a decrease in prepaid deposits[101] Investing Activities This section explains the significant increase in net cash used in investing activities due to capital expenditures for the Kellyton Graphite Plant - Net cash used in investing activities significantly increased by $21.8 million to $34.0 million in Q1 2023, driven by higher capital expenditures for the Kellyton Graphite Plant construction[20][102] Financing Activities This section discusses the substantial decrease in net cash provided by financing activities due to lower equity sales - Net cash provided by financing activities decreased substantially by $14.1 million to $1.4 million in Q1 2023, primarily due to lower sales activity under both the 2020 Lincoln Park PA and the ATM Offering Agreement[20][103] LIQUIDITY AND CAPITAL RESOURCES This section addresses the company's cash position, funding needs, and strategies to secure financing for ongoing operations and projects - The Company's cash balance was approximately $39.7 million at March 31, 2023, but planned non-discretionary expenditures through May 31, 2024, exceed this amount, raising substantial doubt about its ability to continue as a going concern[104][105] - The Company continues to rely on debt and equity financing and is exploring other forms of project financing (e.g., project debt, convertible debt, partnership/joint venture) for the Kellyton Graphite Plant[107] - Current access to the ATM Offering Agreement is limited to $19,250,000, and 9.7 million shares are available for future sales under the 2020 Lincoln Park PA[106][108] - Declines in capital markets, rising interest rates, inflation, and uncertain economic conditions could significantly impact the Company's ability to access necessary funding[108] OFF-BALANCE SHEET ARRANGEMENTS This section confirms that the company has no off-balance sheet arrangements - The Company has no off-balance sheet arrangements[109] CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This section advises on the inherent risks and uncertainties associated with forward-looking statements in the report - This report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from projections[110] - Key risk factors include graphite and vanadium prices, competition, cost control, regulatory compliance, inflation, interest rates, supply chain disruptions, stock price volatility, and litigation[110][115] - The Company disclaims any obligation to update forward-looking statements, except as required by law[113] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, Westwater Resources, Inc. is not required to provide quantitative and qualitative disclosures about market risk in its quarterly reports - As a smaller reporting company, Westwater Resources, Inc. is not required to provide quantitative and qualitative disclosures about market risk in its Quarterly Reports[114] ITEM 4. CONTROLS AND PROCEDURES Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2023. The company is also implementing a new ERP system to enhance internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section details management's conclusion on the effectiveness of the company's disclosure controls and procedures - Management, with the participation of the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2023[117] - Disclosure controls and procedures are designed to ensure information required for SEC filings is recorded, processed, summarized, and reported timely[115] Changes in Internal Controls This section describes changes in internal control over financial reporting, including the implementation of a new ERP system - The Company has commenced initiatives to improve its enterprise resource planning (ERP) system, which is expected to enhance internal control over financial reporting through increased automation[118] - Except for the continuous monitoring of the new ERP system, there were no other material changes in internal control over financial reporting during Q1 2023[119] PART II - OTHER INFORMATION This part contains additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits ITEM 1. LEGAL PROCEEDINGS There have been no material changes to previously disclosed legal proceedings, except for Westwater filing a Notice of Rectification on April 14, 2023, in its arbitration against Turkey, seeking to increase the awarded investment costs from $1.283 million to $2.780 million - No material changes to legal proceedings previously disclosed in the Annual Report, with one exception[120] - Westwater filed a Notice of Rectification on April 14, 2023, in its arbitration against the Republic of Turkey, seeking to increase the awarded investment costs from $1,283,000 to $2,780,000[120] ITEM 1A. RISK FACTORS Investors should carefully consider the risk factors discussed in the Annual Report, as there are no material changes to these risks described in the current quarterly report - There are no material changes to the risk factors described in the Company's Annual Report[121] - An investment in common stock involves various risks, and careful consideration should be given to the risk factors discussed in Item 1A of the Annual Report[121] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There were no unregistered sales of equity securities or use of proceeds to report for the period - None[122] ITEM 3. DEFAULTS UPON SENIOR SECURITIES There were no defaults upon senior securities to report for the period - None[123] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - Not applicable[124] ITEM 5. OTHER INFORMATION There is no other information to report for the period - None[125] ITEM 6. EXHIBITS This section lists all exhibits filed as part of the Form 10-Q, including corporate documents, employment agreements, certifications, and XBRL-related documents - Exhibits include Restated Certificate of Incorporation, Amended and Restated Bylaws, Employment Agreement, CEO/CFO Certifications (Sarbanes-Oxley Act), and Inline XBRL documents[127] SIGNATURES This section includes the official signatures of the company's President, CEO, CFO, and Senior Vice President of Finance, certifying the report - The report is signed by Frank Bakker, President and Chief Executive Officer, and Steven M. Cates, Chief Financial Officer and Senior Vice President - Finance[132] - The report was dated May 10, 2023[132]