COVER
COVER - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39277 | ||
Entity Registrant Name | MP Materials Corp. / DE | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-4465489 | ||
Entity Address, Address Line One | 1700 S. Pavilion Center Drive, 8th Floor | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89135 | ||
City Area Code | 702 | ||
Local Phone Number | 844-6111 | ||
Title of 12(b) Security | Common Stock, par value of $0.0001 per share | ||
Trading Symbol | MP | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.4 | ||
Entity Common Stock, Shares Outstanding | 177,617,795 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive 2023 proxy statement, anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year, are incorporated by reference into Part III of this Form 10-K. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001801368 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Denver, CO |
Auditor Firm ID | 185 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 136,627 | $ 1,179,297 |
Short-term investments | 1,045,718 | 0 |
Total cash, cash equivalents and short-term investments | 1,182,345 | 1,179,297 |
Accounts receivable (including related party) | 32,856 | 51,009 |
Inventories | 57,554 | 38,692 |
Income taxes receivable | 2,201 | 0 |
Prepaid expenses and other current assets | 18,872 | 7,809 |
Total current assets | 1,293,828 | 1,276,807 |
Non-current assets | ||
Property, plant and equipment, net | 935,743 | 610,612 |
Non-current inventories | 5,744 | 0 |
Other non-current assets | 2,472 | 2,247 |
Total non-current assets | 943,959 | 612,859 |
Total assets | 2,237,787 | 1,889,666 |
Current liabilities | ||
Accounts payable, construction payables and accrued liabilities | 72,265 | 35,734 |
Income taxes payable | 21,163 | 3,463 |
Current installments of long-term debt—related party | 0 | 16,082 |
Other current liabilities | 4,053 | 4,264 |
Total current liabilities | 97,481 | 59,543 |
Non-current liabilities | ||
Asset retirement obligations | 5,295 | 17,615 |
Environmental obligations | 16,580 | 16,598 |
Long-term debt, net of current portion | 678,444 | 674,927 |
Deferred income taxes | 122,353 | 104,500 |
Other non-current liabilities | 5,000 | 7,751 |
Total non-current liabilities | 827,672 | 821,391 |
Total liabilities | 925,153 | 880,934 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock ($0.0001 par value, 50,000,000 shares authorized, none issued and outstanding in either year) | 0 | 0 |
Common stock ($0.0001 par value, 450,000,000 shares authorized, 177,706,608 and 177,816,554 shares issued and outstanding, as of December 31, 2022 and December 31, 2021, respectively) | 18 | 18 |
Additional paid-in capital | 951,008 | 936,299 |
Retained earnings | 361,419 | 72,415 |
Accumulated other comprehensive income | 189 | 0 |
Total stockholders’ equity | 1,312,634 | 1,008,732 |
Total liabilities and stockholders’ equity | $ 2,237,787 | $ 1,889,666 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (shares) | 0 | 0 |
Preferred shares, outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (shares) | 450,000,000 | 450,000,000 |
Common stock, issued (shares) | 177,706,608 | 177,816,554 |
Common stock, outstanding (shares) | 177,706,608 | 177,816,554 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 527,510,000 | $ 331,952,000 | $ 134,310,000 |
Operating costs and expenses: | |||
Cost of sales (including related party)(excluding depreciation, depletion and amortization) | 92,218,000 | 76,253,000 | 63,798,000 |
Selling, general and administrative | 75,840,000 | 56,646,000 | 26,767,000 |
Advanced projects, start-up, development and other | 11,817,000 | 4,573,000 | 140,000 |
Depreciation, depletion and amortization | 18,356,000 | 24,382,000 | 6,931,000 |
Accretion of asset retirement and environmental obligations | 1,477,000 | 2,375,000 | 2,255,000 |
Loss on sale or disposal of long-lived assets, net | 391,000 | 569,000 | 101,000 |
Royalty expense | 0 | 0 | 2,406,000 |
Write-down of inventories | 0 | 1,809,000 | 0 |
Settlement charge | 0 | 0 | 66,615,000 |
Total operating costs and expenses | 200,099,000 | 166,607,000 | 169,013,000 |
Operating income (loss) | 327,411,000 | 165,345,000 | (34,703,000) |
Interest expense, net | (5,786,000) | (8,904,000) | (5,009,000) |
Other income, net | 19,527,000 | 3,754,000 | 251,000 |
Income (loss) before income taxes | 341,152,000 | 160,195,000 | (39,461,000) |
Income tax benefit (expense) | (52,148,000) | (25,158,000) | 17,636,000 |
Net income (loss) | $ 289,004,000 | $ 135,037,000 | $ (21,825,000) |
Earnings (loss) per share: | |||
Basic (in USD per share) | $ 1.64 | $ 0.78 | $ (0.27) |
Diluted (in USD per share) | $ 1.52 | $ 0.73 | $ (0.27) |
Weighted-average shares outstanding: | |||
Basic (in shares) | 176,519,203 | 173,469,546 | 79,690,821 |
Diluted (in shares) | 193,453,087 | 189,844,028 | 79,690,821 |
Product sales (including related party) | |||
Total revenue | $ 517,267,000 | $ 328,563,000 | $ 133,697,000 |
Other sales (including related party) | |||
Total revenue | $ 10,243,000 | $ 3,389,000 | $ 613,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 289,004 | $ 135,037 | $ (21,825) |
Other comprehensive income, net of tax: | |||
Change in net unrealized gains on available-for-sale securities | 189 | 0 | 0 |
Total comprehensive income (loss) | $ 289,193 | $ 135,037 | $ (21,825) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Shenghe Warrant | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income |
Beginning balance (shares) at Dec. 31, 2019 | 0 | 66,556,975 | |||||
Beginning balance at Dec. 31, 2019 | $ (18,022) | $ 0 | $ 7 | $ 0 | $ 22,768 | $ (40,797) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Shenghe Warrant | 53,846 | 53,846 | |||||
Business Combination, including PIPE Financing (shares) | 60,738,714 | ||||||
Business Combination, including PIPE Financing | 509,275 | $ 6 | (53,846) | 563,115 | |||
SNR Mineral Rights Acquisition (shares) | 19,999,942 | ||||||
SNR Mineral Rights Acquisition | 326,649 | $ 2 | 326,647 | ||||
Common stock issuances (shares) | 21,484,898 | ||||||
Common stock issuances | 0 | $ 2 | (2) | ||||
Stock-based compensation (shares) | 2,013,006 | ||||||
Stock-based compensation | 5,014 | 5,014 | |||||
Shares used to settle payroll tax withholding (shares) | (69,083) | ||||||
Shares used to settle payroll tax withholding | (996) | (996) | |||||
Net income (loss) | (21,825) | (21,825) | |||||
Unrealized gains on available-for-sale securities | 0 | ||||||
Other (shares) | (4,473) | ||||||
Other | (64) | (64) | |||||
Ending balance (shares) at Dec. 31, 2020 | 0 | 170,719,979 | |||||
Ending balance at Dec. 31, 2020 | 853,877 | $ 0 | $ 17 | 0 | 916,482 | (62,622) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation (shares) | 180,026 | ||||||
Stock-based compensation | 22,931 | 22,931 | |||||
Forfeiture of restricted stock (in shares) | (90,000) | ||||||
Forfeiture of restricted stock | 0 | ||||||
Shares used to settle payroll tax withholding (shares) | (73,456) | ||||||
Shares used to settle payroll tax withholding | (3,330) | (3,330) | |||||
Redemption of Public Warrants (in shares) | 7,080,005 | ||||||
Redemption of Public Warrants | (1) | $ 1 | (2) | ||||
Net income (loss) | 135,037 | 135,037 | |||||
Unrealized gains on available-for-sale securities | 0 | ||||||
Other | 218 | 218 | |||||
Ending balance (shares) at Dec. 31, 2021 | 0 | 177,816,554 | |||||
Ending balance at Dec. 31, 2021 | 1,008,732 | $ 0 | $ 18 | 0 | 936,299 | 72,415 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation (shares) | 357,845 | ||||||
Stock-based compensation | 33,066 | 33,066 | |||||
Shares used to settle payroll tax withholding (shares) | (467,791) | ||||||
Shares used to settle payroll tax withholding | (18,357) | (18,357) | |||||
Net income (loss) | 289,004 | 289,004 | |||||
Unrealized gains on available-for-sale securities | 189 | 189 | |||||
Ending balance (shares) at Dec. 31, 2022 | 0 | 177,706,608 | |||||
Ending balance at Dec. 31, 2022 | $ 1,312,634 | $ 0 | $ 18 | $ 0 | $ 951,008 | $ 361,419 | $ 189 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net income (loss) | $ 289,004,000 | $ 135,037,000 | $ (21,825,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 18,356,000 | 24,382,000 | 6,931,000 |
Accretion of asset retirement and environmental obligations | 1,477,000 | 2,375,000 | 2,255,000 |
Accretion of discount on short-term investments | (9,958,000) | 0 | 0 |
Gain on forgiveness of Paycheck Protection Loan | 0 | (3,401,000) | 0 |
Loss on sale or disposal of long-lived assets, net | 391,000 | 569,000 | 101,000 |
Stock-based compensation expense | 31,780,000 | 22,931,000 | 5,014,000 |
Accretion of debt discount and amortization of debt issuance costs | 4,034,000 | 7,384,000 | 3,146,000 |
Write-down of inventories | 0 | 1,809,000 | 0 |
Non-cash settlement charge | 0 | 0 | 66,615,000 |
Revenue recognized in exchange for debt principal reduction | (13,566,000) | (54,828,000) | (21,312,000) |
Deferred income taxes | 17,789,000 | 17,425,000 | (17,792,000) |
Decrease (increase) in operating assets: | |||
Accounts receivable (including related party) | 18,153,000 | (47,420,000) | (3,219,000) |
Inventories | (24,314,000) | (8,229,000) | (9,224,000) |
Income taxes receivable | (2,201,000) | 0 | 0 |
Prepaid expenses, other current and non-current assets | (6,022,000) | (4,154,000) | 1,794,000 |
Increase (decrease) in operating liabilities: | |||
Accounts payable and accrued liabilities | 1,962,000 | 5,530,000 | (3,848,000) |
Income taxes payable | 17,700,000 | 3,463,000 | 0 |
Refund liability to related party | 0 | 0 | (2,746,000) |
Deferred revenue from related party | 0 | 0 | 1,933,000 |
Other current and non-current liabilities | (1,071,000) | (902,000) | (4,546,000) |
Net cash provided by operating activities | 343,514,000 | 101,971,000 | 3,277,000 |
Investing activities: | |||
Additions to property, plant and equipment | (326,595,000) | (123,870,000) | (22,370,000) |
Purchases of short-term investments | (2,779,666,000) | 0 | 0 |
Proceeds from sales of short-term investments | 1,463,160,000 | 0 | 0 |
Proceeds from maturities of short-term investments | 281,000,000 | 0 | 0 |
Proceeds from sale of property, plant and equipment | 0 | 125,000 | 0 |
Proceeds from government awards used for construction | 5,130,000 | 4,382,000 | 0 |
Net cash used in investing activities | (1,356,971,000) | (119,363,000) | (22,370,000) |
Financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 690,000,000 | 3,364,000 |
Proceeds from Second Additional Advance | 0 | 0 | 35,450,000 |
Proceeds from Business Combination, including PIPE Financing | 0 | 0 | 544,712,000 |
Principal payments on debt obligations and finance leases | (5,834,000) | (2,435,000) | (20,180,000) |
Payment of underwriting and transaction costs | 0 | 0 | (40,325,000) |
Payment of debt issuance costs | 0 | (17,749,000) | 0 |
Tax withholding on stock-based awards | (18,357,000) | (3,330,000) | (996,000) |
Other | 0 | (377,000) | (64,000) |
Net cash provided by (used in) financing activities | (24,191,000) | 666,109,000 | 521,961,000 |
Net change in cash, cash equivalents and restricted cash | (1,037,648,000) | 648,717,000 | 502,868,000 |
Cash, cash equivalents and restricted cash beginning balance | 1,181,157,000 | 532,440,000 | 29,572,000 |
Cash, cash equivalents and restricted cash ending balance | 143,509,000 | 1,181,157,000 | 532,440,000 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |||
Cash and cash equivalents | 136,627,000 | 1,179,297,000 | 519,652,000 |
Restricted cash, current | 6,287,000 | 1,344,000 | 3,688,000 |
Restricted cash, non-current | 595,000 | 516,000 | 9,100,000 |
Total cash, cash equivalents and restricted cash | $ 143,509,000 | $ 1,181,157,000 | $ 532,440,000 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business: MP Materials Corp., including its subsidiaries (the “Company” or “MP Materials”), is the largest producer of rare earth materials in the Western Hemisphere. The Company, which is headquartered in Las Vegas, Nevada, owns and operates the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”), the only active rare earth mining and processing site of scale in North America. MP Materials currently produces a rare earth concentrate that is principally sold pursuant to the Offtake Agreement to Shenghe (as such terms are defined in Note 3, “Relationship and Agreements with Shenghe,” ), a related party of the Company, that, in turn, typically sells that product to refiners in China. These refiners separate the constituent rare earth elements contained in the Company’s concentrate and sell the separated products to their customers. Upon completing commissioning of the Stage II optimization project (“Stage II”), the Company anticipates producing and selling separated rare earth products, including neodymium-praseodymium (“NdPr”) oxide, to customers globally. In addition, the Company is constructing its initial rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”), where it anticipates manufacturing, among other products, neodymium-iron-boron (“NdFeB”) permanent magnets. Furthermore, in April 2022, the Company entered into a long-term supply agreement with General Motors Company (NYSE: GM) (“GM”) to supply U.S.-sourced and manufactured rare earth materials, alloy and finished magnets for the electric motors in more than a dozen models using GM’s Ultium Platform, with a gradual production ramp that is expected to begin in late 2023, starting with alloy. These developments are a part of the Company’s Stage III downstream expansion strategy (“Stage III”). Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM views the Company’s operations and manages the business as one reportable segment. The cash flows and profitability of the Company’s operations are significantly affected by the market price of rare earth products. The prices of rare earth products are affected by numerous factors beyond the Company’s control. The products of the Company are sold globally, with a primary focus in the Asian market due to the refining capabilities of the region. Rare earth products are critical inputs in hundreds of existing and emerging clean-tech applications including electric vehicles and wind turbines as well as drones and defense applications. Basis of Presentation: The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation: The Consolidated Financial Statements include the accounts of MP Materials Corp. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Concentration of Risk: Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents and short-term investments, and trade accounts receivable. The Company believes that its credit risk is limited because the Company’s current contracts are with companies that have a reliable payment history. The Company does not believe it is exposed to any significant risks related to its cash accounts, money market funds, or short-term investments. As of December 31, 2022, Shenghe was the Company’s principal customer and accounted for more than 90% of product sales. Demand for rare earth concentrate is currently constrained to a relatively limited number of refiners, a significant majority of which are based in China. Furthermore, while revenue is generated in the United States, Shenghe conducts its primary operations in China and may transport and sell products in the Chinese market. Therefore, the Company’s revenue is affected by Shenghe’s ultimate realized prices in China, including the impact of changes in the exchange rate between the Chinese Yuan and the U.S. dollar. In addition, there has been ongoing economic conflict between China and the United States that has previously resulted in tariffs and trade barriers that may negatively affect the Company’s business and results of operations. See Note 3, “Relationship and Agreements with Shenghe,” and Note 18, “Related-Party Transactions,” for additional information. The COVID-19 pandemic remains ongoing and continues to impact the global economy. Through the end of 2022, varying degrees of preventative measures were still in place in China and other parts of the world, including city-wide lockdowns, travel restrictions, closures of non-essential businesses and other quarantine measures. Since the first quarter of 2020, the Company has experienced, at times, significant shipping delays due to congestion and slowdowns at U.S. and international ports caused by shortages in vessels, containers, and truckers, also disrupting the global supply chain. Congestion and slowdowns have affected and may continue to affect the capacity at ports to receive deliveries of products or the loading of shipments onto vessels. Despite these factors, the Company has not experienced a reduction in production or sales due to the COVID-19 pandemic; however, the COVID-19 pandemic has contributed to certain cost and schedule pressures on the Stage II optimization project. The Company has worked proactively and diligently to adjust working schedules and hours to optimize logistics and shipping, which has thus far prevented a significant negative impact on the Company’s product sales and has mitigated certain impacts on Stage II construction and recommissioning progress. As the situation continues to evolve, including as a result of new and potential future variants of COVID-19, the possibility of federal or state mandates on vaccinations, or other factors that may affect international shipping and logistics or involve responses to government actions such as strikes or other disruptions, it is impossible to predict the effect and ultimate impact of the COVID-19 pandemic on the Company’s business, results of operations, production and sales volumes, or growth projects. Accordingly, the extent and duration of any business disruptions, and related financial impact, cannot be estimated at this time. Use of Estimates : The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and (iii) the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to the useful lives and recoverability of long-lived assets (such as the effects of mineral reserves and cash flows from operating the mine in determining the life of the mine); the valuation allowance of deferred tax assets; asset retirement and environmental obligations; and determining the fair value of assets and liabilities in acquisitions and financial instruments in connection with transactions that require initial measurement to be at fair value. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from those estimates. Cash, Cash Equivalents and Investments: Cash and cash equivalents consist of all cash balances and highly liquid investments, including U.S. treasury and agency securities, with a maturity of three months or less at the time of purchase. The Company’s investments in U.S. treasury and agency securities have been classified and accounted for as available-for-sale securities and the Company reevaluates the classification each reporting period. The Company classifies its available-for-sale securities that do not otherwise meet the requirements to be accounted for as cash equivalents as either current or non-current based on each instrument’s underlying contractual maturity date as well as the Company’s expectations of sales and redemptions within the next twelve months. See Note 5, “Cash, Cash Equivalents and Investments,” for additional information. Available-for-sale securities are recorded at fair value each reporting period. For unrealized losses in securities that the Company intends to hold and will not more likely than not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors. The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance and recognizes a corresponding loss when the impairment is incurred. Unrealized non-credit related losses and unrealized gains are reported, net of income taxes, in “Accumulated other comprehensive income” within the Company’s Consolidated Balance Sheets, until realized. Realized gains and losses are determined based on the specific identification method and are reported in “Other income, net” within the Company’s Consolidated Statements of Operations upon realization. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the straight-line method. Interest income is recognized when earned. These amounts are reported in “Other income, net” within the Company’s Consolidated Statements of Operations. Accrued interest receivable was $2.5 million as of December 31, 2022, and is included in “Prepaid expenses and other current assets” within the Company’s Consolidated Balance Sheets. Restricted Cash: Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to legal agreement. The Company determines current or non-current classification based on the expected duration of the restriction. Current and non-current restricted cash is included in “Prepaid expenses and other current assets” and “Other non-current assets,” respectively, within the Consolidated Balance Sheets. Accounts Receivable: Accounts receivable pertain to receivables arising from contracts with customers and are recorded at the invoiced amount and do not bear interest. The Company evaluates its estimate of expected credit losses based on historical experience and current economic conditions for each portfolio of customers, though at present, the amounts are typically concentrated in a single customer. As of December 31, 2022 and 2021, the Company did not have an allowance for expected credit losses, as principally all of the Company’s receivables are from Shenghe and there is no history or expectation of uncollectible amounts. Inventories: Inventories consist of raw materials and supplies, work in process (referred to as “in-process inventory”), and finished goods. Materials and supplies consist of raw materials, spare parts, reagent chemicals, maintenance supplies, and packaging materials used in the production of rare earth products. In-process inventory primarily consists of mine ore stockpiles and bastnaesite ore in various stages of the production process. Finished goods primarily consist of either packaged bastnaesite concentrate or roasted bastnaesite concentrate that is ready for sale. Raw materials, in-process inventory and finished goods are carried at average cost. Supplies are carried at moving average cost. All inventories are carried at the lower of cost or net realizable value, which represents the estimated selling price of the product during the ordinary course of business based on current market conditions less costs to sell. Inventory cost includes all expenses directly attributable to the manufacturing process, including labor and stripping costs, and an appropriate portion of production overhead, including depletion, based on normal operating capacity. Stockpiled ore tonnages are verified by periodic surveys. The Company evaluates the carrying amount of inventory on a periodic basis, considering slow-moving items, obsolescence, excess inventory levels, and other factors and recognizes related write-downs if it is determined that the inventory is impaired. Mine ore stockpiles that are not expected to be processed within the next twelve months are classified as non-current. See also Note 6, “Inventories.” Property, Plant and Equipment: Property, plant and equipment are recorded at cost and depreciated over their useful lives. Expenditures for new property, plant and equipment and improvements that extend the useful life or functionality of the assets are recorded at their cost of acquisition or construction. Depreciation on property, plant and equipment is recognized on a straight-line basis over their estimated useful lives, as follows: Years Land improvements 25 Buildings and building improvements 10-40 Machinery and equipment 3-20 Assets under construction include costs directly attributable to the construction or development of long-lived assets. These costs may include labor and employee benefits associated with the construction of the asset, site preparation, permitting, engineering, installation and assembly, procurement, insurance, legal, commissioning, and interest on borrowings to finance the construction of the assets. Depreciation is not recorded on the related assets until they are ready for their intended use. Repair and maintenance costs that do not extend the useful life of an asset are expensed as incurred. Gains and losses arising from the sale or disposal of property, plant and equipment are determined as the difference between the proceeds from sale or disposal and the carrying amount of the asset. Property, plant and equipment primarily relate to the Company’s open-pit mine and processing and separating facility at Mountain Pass. In addition to the mine, Mountain Pass includes a crusher and mill/flotation plant, mineral recovery and separation plants, tailings processing and storage facilities, product finishing facilities, on-site evaporation ponds, a combined heat and power plant, water treatment plant, a chlor-alkali plant, as well as laboratory facilities to support research and development activities, offices, warehouses and support infrastructure. See also Note 7, “Property, Plant and Equipment.” Mineral Rights: The Company capitalizes costs for acquiring and leasing mining properties and expenses costs to maintain mineral rights as incurred. Depletion on mineral rights is recognized on a straight-line basis over the estimated remaining useful life of the mine, which was approximately 33 years as of December 31, 2022. The Company determined that the straight-line method of depletion appropriately captures the estimated economic costs of extracting the minerals of the mine across its estimated useful life, and aligns with the benefit obtained from the depletion of the asset consistent with the current mine plan. Mineral rights are classified as a component of “Property, plant and equipment” within the Company’s Consolidated Balance Sheets. See also Note 7, “Property, Plant and Equipment.” Leases: The Company determines if an arrangement is, or contains, a lease at contract inception. In some cases, the Company has determined that its lease arrangements include both lease and non-lease components. The Company has elected to use a practical expedient to account for each separate lease component and its associated non-lease components as a single lease component for the majority of its asset classes. The Company recognizes right-of-use (“ROU”) assets and lease liabilities upon commencement for all leases with a lease term greater than 12 months. The Company has elected to use a practical expedient to not recognize leases with a lease term of 12 months or less in the Consolidated Balance Sheets for the majority of its asset classes. These short-term leases are expensed on a straight-line basis over the lease term. The ROU assets are included in “Other non-current assets” within the Consolidated Balance Sheets and the current and non-current portions of lease liabilities are included in “Other current liabilities” and “Other non-current liabilities,” respectively, within the Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. Lease liabilities are accreted each period and reduced for payments. The ROU asset also includes other adjustments, such as for the effects of escalating rents, rent abatements or initial lease costs. The lease term may include periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise a renewal option, or reasonably certain it will not exercise an early termination option. For operating leases, lease expense is recognized on a straight-line basis over the expected lease term. For finance leases, the ROU asset amortizes on a straight-line basis over the lease term (or the useful life of the underlying asset if title transfers at the end of the lease term or there is a purchase option the Company is reasonably certain to exercise) and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. See also Note 9, “Leases.” Impairment of Long-Lived Assets: Long-lived assets, including mineral rights, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. In estimating undiscounted cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of undiscounted cash flows from other asset groups. The Company’s estimates of undiscounted cash flows are based on numerous assumptions, and it is possible that actual cash flows may differ significantly from estimates, as actual produced reserves, prices, commodity-based and other costs, and closure costs are each subject to significant risks and uncertainties. The estimated undiscounted cash flows used to assess recoverability of long-lived assets and to measure the fair value of the Company’s mining operations are derived from current business plans, which are developed using short-term price forecasts reflective of the current price environment and the Company’s projections for long-term average prices. In addition to short- and long-term price assumptions, other assumptions include estimates of production costs; proven and probable mineral reserves estimates, including the timing and cost to develop and produce the reserves; value beyond proven and probable estimates; and estimated future closure costs. If the carrying amount of the long-lived asset or asset groups is not recoverable on an undiscounted cash flows basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, based on the approach the Company believes a market participant would use. An impairment loss, if any, is recorded for the excess of the asset’s (or asset group’s) carrying amount over its fair value, as determined by a valuation technique appropriate to the given circumstances. See also Note 7, “Property, Plant and Equipment.” Offtake Advances Accounted for as Debt Obligations and Debt Discount: Subsequent to the June 2020 Modification to the Original Offtake Agreement and through the final repayment of the Prepaid Balance (as such terms are defined in Note 3, “Relationship and Agreements with Shenghe” ) in March 2022, the Company accounted for prepayments or other advances received from Shenghe prior to or in connection with the June 2020 Modification as debt. The associated debt discount, which reduced the carrying amount of the debt, was amortized to interest expense using the effective interest method over the Company’s estimated contractual term of the underlying indebtedness. See also, Note 8, “Debt Obligations.” Asset Retirement Obligations: The Company recognizes asset retirement obligations (“ARO”) for estimated costs of legally and contractually required closure, dismantlement, and reclamation activities associated with Mountain Pass. ARO are initially recognized at their estimated fair value in the period in which the obligation originates. Fair value is based on the expected timing of reclamation activities, cash flows to perform activities, amount and uncertainty associated with the cash flows, including adjustments for a market risk premium, and discounted using a credit-adjusted risk-free rate. The liability is accreted over time through periodic charges to earnings and reduced as reclamation activities occur with differences between estimated and actual amounts recognized as an adjustment to operating expenses. Subsequent increments in expected undiscounted cash flows are measured at their discounted values using updated estimates of the Company’s credit-adjusted risk-free rate applied to the increment only. Subsequent decrements in expected undiscounted cash flows are reduced based on the weighted-average credit-adjusted risk-free rate associated with the obligation. When increments and decrements are caused by a change in the estimated timing of settlement, the Company treats the increase in cash flows in the year of the updated estimate as an increment and the increase in cash flows in the original year as a decrement. Associated asset retirement costs, including the effect of increments and decrements, are recognized as adjustments to the related asset’s carrying amount and depreciated over the related asset’s remaining useful life. If a decrement is greater than the carrying amount of the related asset, the difference is recognized as a reduction to depreciation expense. See also Note 10, “Asset Retirement and Environmental Obligations.” Environmental Obligations: The Company has certain environmental remediation obligations that primarily relate to groundwater monitoring activities. Estimated remediation costs are accrued based on management’s best estimate at the end of each reporting period of the costs expected to be incurred to settle the obligation when those amounts are probable and estimable. Such cost estimates may include ongoing care, maintenance and monitoring costs associated with remediation activities. Changes in remediation estimates are reflected in earnings in the period the estimate is revised. Remediation costs included in environmental obligations are discounted to their present value when payments are readily estimable, and are discounted using a risk-free rate, which the Company derives from U.S. Treasury yields. See also Note 10, “Asset Retirement and Environmental Obligations.” Debt Issuance Costs: Costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness. Debt issuance costs reduce the carrying amount of the associated debt. Revenue Recognition: The Company’s revenue comes from sales of rare earth products produced at Mountain Pass. The Company’s sales are primarily to an affiliate of Shenghe. The Company’s performance obligation is to deliver rare earth products to the agreed-upon delivery point, and the Company recognizes revenue at the point in time control of the products transfers to the customer, which is typically when the rare earth products are delivered to the agreed-upon shipping point. At that time, the customer has the ability to direct the use of and obtain substantially all of the remaining benefits from the products, and the customer bears the risk of loss. For sales to unrelated third parties, the transaction price is agreed to at the time the sale is entered into. For sales to Shenghe, the transaction price is typically based on an agreed-upon price per metric ton (“MT”), subject to certain quality adjustments depending on the measured characteristics of the product, with an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers and certain other discounts. These ultimate market prices are forms of variable consideration. The Company typically negotiates with and bills an initial price to Shenghe; such prices are then updated based on final adjustments for quality differences and/or actual sales prices realized by Shenghe. Initial pricing is typically billed upon delivering the product to the agreed-upon shipping point and paid within 30 days or less. Final adjustments to prices may take longer to resolve. When the final price has not been resolved by the end of a reporting period, the Company estimates the expected sales price based on the initial price, current market pricing and known quality measurements, and further constrains such amounts to an amount that is probable not to result in a significant reversal of previously-recognized revenue. Revenue from product sales is recorded net of taxes collected from customers that are remitted to governmental authorities. When necessary and appropriate, the Company applies a portfolio approach in estimating a refund obligation. See also Note 4, “Revenue Recognition.” Government Grants: In accounting for grants received from the government, the grant proceeds are recognized when there is reasonable assurance the conditions of the grant will be met, and the grant will be received. When a grant is related to an expense item, it is recognized as income (or a reduction of expense) over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate. When a grant is related to an asset, the funds received are recorded as reductions of the related asset’s carrying amount, thereby reducing future depreciation expense. See also Note 7, “Property, Plant and Equipment.” Stock-Based Compensation: The cost of employee services received in exchange for an award of equity instruments is based on the grant-date fair value of the award and the expense is recognized ratably over the requisite service period. The fair value of Stock Awards (as defined in Note 15, “Stock-based Compensation,” ) is equal to the fair value of the Company’s stock on the grant date. Stock Awards with graded vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company accounts for forfeitures in the period in which they occur based on actual forfeitures. See also Note 15, “Stock-based Compensation.” Start-up Costs: Costs associated with restarting an existing facility or commissioning a new facility, circuit or process of the Company’s production, manufacturing, or separations facilities prior to achievement of commercial production, that do not qualify for capitalization, are expensed as incurred and considered start-up costs. Such costs may include certain salaries and wages, outside services, parts, training, and utilities, among other items, used or consumed directly in these start-up activities. Start-up costs are included in “Advanced projects, start-up, development and other” within the Company’s Consolidated Statements of Operations. Earnings (Loss) Per Share: Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially dilutive securities such as unvested restricted stock awards. See also Note 17, “Earnings (Loss) per Share.” Commitments and Contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable or reasonably estimable, disclosure of the contingency and estimated range of loss, if determinable, is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. Legal costs incurred in connection with loss contingencies are expensed as incurred. See also Note 12, “Commitments and Contingencies.” Income Taxes: The Company accounts for income taxes using the balance sheet method, recognizing certain temporary differences between the book basis of the liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset for the Company, as measured by the statutory tax rates in effect. The Company derives a deferred income tax expense or benefit by recording the change in either the net deferred income tax liability or asset balance for the year. The Company’s policy, if it were to have uncertain tax positions, is to recognize interest and/or penalties related to unrecognized tax benefits as part of its income tax expense. See also Note 11, “Income Taxes.” Valuation of Deferred Tax Assets: The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company reviews the likelihood that the benefit of the deferred tax assets will be realized and the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the Company evaluates all available positive and negative evidence. Certain categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified. The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation date, recent pretax losses and/or expectations of future pretax losses. Other factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited to: earnings history; projected future financial and taxable income based upon existing reserves and long-term estimates of commodity prices; the duration of statutory carry forward periods; prudent and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference; nature of temporary differences and predictability of reversal patterns of existing temporary differences; and the sensitivity of future forecasted results to commodity prices and other factors. Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. However, recent cumulative losses are not solely determinative of the need for a valuation allowance. The Company also considers all other available positive and negative evidence in its analysis. See also Note 11, “Income Taxes.” Recently Issued Accounting Pronouncements: There were no new accounting pronouncements recently issued or effective during the year ended December 31, 2022, that had or would be expected to have a material impact on the Company’s Consolidated Financial Statements. Reclassifications: Certain amounts in prior periods have been reclassified to conform to the current year presentation. |
RELATIONSHIP AND AGREEMENTS WIT
RELATIONSHIP AND AGREEMENTS WITH SHENGHE | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATIONSHIP AND AGREEMENTS WITH SHENGHE | RELATIONSHIP AND AGREEMENTS WITH SHENGHE Offtake Agreement In March 2022, the Company entered into an offtake agreement (the “Offtake Agreement”) with Shenghe Resources (Singapore) International Trading Pte. Ltd. (“Shenghe”), a majority-owned subsidiary of Leshan Shenghe Rare Earth Co., Ltd. (“Leshan Shenghe”) whose ultimate parent is Shenghe Resources Holding Co., Ltd., a leading global rare earth company listed on the Shanghai Stock Exchange. The Offtake Agreement became effective upon the termination of the A&R Offtake Agreement (as discussed and defined below). The initial term of the Offtake Agreement is two years, with the option to extend the term at the Company’s discretion for an additional one-year period. Pursuant to the Offtake Agreement, and subject to certain exclusions, Shenghe shall purchase on a “take-or-pay” basis the rare earth concentrate produced by the Company as the exclusive distributor in China, with certain exceptions for the Company’s direct sales globally. In addition, at the discretion of the Company, Shenghe may be required to purchase on a “take-or-pay” basis certain non-concentrate rare earth products, although the Company may sell all non-concentrate rare earth products in its sole discretion to customers or end users in any jurisdiction. Under the Offtake Agreement, Shenghe is paid a variable commission on net proceeds to the Company. Similar to the A&R Offtake Agreement, the sales price of rare earth concentrate sold to Shenghe is based on an agreed-upon price per MT, subject to certain quality adjustments depending on the measured characteristics of the product, with an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers. The sales price and other terms applicable to a quantity of offtake products are set forth in monthly purchase agreements between the Company and Shenghe. Original Commercial Agreements In May 2017, the Company entered into a set of commercial arrangements with Shenghe to fund the restart of operations at the mine, identify operational efficiencies, and sell products to Shenghe and third parties. As part of these arrangements, Shenghe (and its controlled affiliates) became both the principal customer and a related party when Leshan Shenghe obtained 110.98 MP Mine Operations LLC (“MPMO”) preferred units, which represented a 9.99% non-voting preferred interest in MPMO at the time. In connection with the Business Combination (as defined and discussed in Note 13, “Business Combination and Reverse Recapitalization,” ), these MPMO preferred units were exchanged for the Company’s Common Stock. The original commercial arrangements principally consisted of a technical services agreement (the “TSA”), an offtake agreement (the “Original Offtake Agreement”), and a distribution and marketing agreement (the “DMA”). The Original Offtake Agreement required Shenghe to advance the Company an initial $50.0 million (the “Initial Prepayment Amount”) and the TSA required Shenghe to fund any additional operating and capital expenditures to bring Mountain Pass to full operability. In connection with the Company’s acquisition of Mountain Pass, Shenghe also agreed to provide additional funding of $30.0 million to the Company pursuant to a separate letter agreement dated June 20, 2017 (the “Letter Agreement”) (the “First Additional Advance”) via a short-term, non-interest-bearing note, which required repayment within one year. In addition to the repayment of the First Additional Advance, pursuant to the Letter Agreement, the Initial Prepayment Amount increased by $30.0 million. The aggregate prepayments made by Shenghe pursuant to the Original Offtake Agreement and the Framework Agreement (as defined below), as adjusted for Gross Profit Recoupment (as defined below) amounts and any other qualifying repayments to Shenghe, inclusive of the $30.0 million increase to the Initial Prepayment Amount, are referred to herein as the “Prepaid Balance.” Under the Original Offtake Agreement, the Company sold to Shenghe, and Shenghe purchased on a firm “take-or-pay” basis, all of the rare earth products produced at Mountain Pass. Shenghe marketed and sold these products to customers, and retained the gross profits earned on subsequent sales. The gross profits were credited against the Prepaid Balance, and provided the means by which MP Materials repaid, and Shenghe recovered, such amounts (the “Gross Profit Recoupment”). As originally entered, the DMA was to become effective upon termination of the Original Offtake Agreement. As compensation for Shenghe’s distribution and marketing services, the DMA entitled Shenghe to a portion of the net profits from the sale of rare earth products produced at Mountain Pass (the “Net Profit-Based Commission”). See below for further discussion of the DMA termination and associated accounting treatment. The entrance into the Letter Agreement constituted a modification to the Original Offtake Agreement for accounting purposes (referred to as the “June 2017 Modification”). Based on the relationship between (i) the adjusted deemed proceeds the Company would ultimately receive from the Initial Prepayment Amount and (ii) the contractual amount owed to Shenghe at the time, the June 2017 Modification resulted in an implied discount on the Company’s sales prices to Shenghe under the Original Offtake Agreement, for accounting purposes (the “Shenghe Implied Discount”). The Shenghe Implied Discount was applicable to Shenghe’s gross profit on the sales of rare earth products to its own customers (for sales made between July 2019 and early June 2020). That gross profit was a contractually determined amount based on Shenghe’s realized sales price (net of taxes, tariffs, and certain other adjustments) compared to the agreed-upon cash cost Shenghe would pay to the Company. The Shenghe Implied Discount amounted to 36% of that contractually determined gross profit amount. See also Note 4, “Revenue Recognition.” Framework Agreement and Restructured Commercial Agreements In May 2020, the Company entered into a framework agreement and amendment (the “Framework Agreement”) with Shenghe and Leshan Shenghe that restructured the commercial arrangements and provided for, among other things, a revised funding amount and schedule to settle Shenghe’s prepayment obligations to the Company, as well as an amendment to the Original Offtake Agreement, as discussed below. Pursuant to the Framework Agreement, the Company entered into an amended and restated offtake agreement with Shenghe on May 19, 2020 (the “A&R Offtake Agreement”), which, upon effectiveness, superseded and replaced the Original Offtake Agreement, and MP Materials issued to Shenghe a warrant on June 2, 2020 (the “Shenghe Warrant”), exercisable at a nominal price for 89.88 MPMO preferred units, which, at the time, reflected approximately 7.5% of the Company’s equity on a diluted basis, subject to certain restrictions. Pursuant to the Framework Agreement, Shenghe funded the remaining portion of the Initial Prepayment Amount and agreed to fund an additional $35.5 million advance (the “Second Additional Advance” and together with the Initial Prepayment Amount, inclusive of the $30.0 million increase pursuant to the Letter Agreement, the “Offtake Advances”), which amounts were fully funded on June 5, 2020. The Shenghe Warrant was exchanged for the Company’s Common Stock in connection with the Business Combination. Upon the funding of the remaining obligations on June 5, 2020, among other things, (i) the TSA and the DMA were terminated (as described below) and (ii) the A&R Offtake Agreement and the Shenghe Warrant became effective (such events are collectively referred to as the “June 2020 Modification”). The A&R Offtake Agreement maintained the key take-or-pay, amounts owed on actual and deemed advances from Shenghe, and other terms of the Original Offtake Agreement, with the following changes, among other items: (i) as to the offtake products subject to the A&R Offtake Agreement, provided that if the Company sold such offtake products to a third party, then, until the Prepaid Balance was reduced to zero, the Company would pay an agreed percentage of its revenue from such sales to Shenghe, to be credited against the amounts owed on Offtake Advances; (ii) provided that the sales price to be paid by Shenghe for the Company’s rare earth products (a portion of which reduced the Prepaid Balance rather than being paid in cash) would be based on market prices (net of taxes, tariffs and certain other agreed charges) less applicable discounts; and (iii) obliged the Company to pay Shenghe, on an annual basis, an amount equal to the Company’s annual net income, less any amounts recouped through the Gross Profit Recoupment mechanism over the course of the year, until the Prepaid Balance was reduced to zero. The sales price and other terms applicable to a quantity of offtake products were set forth in monthly purchase agreements between the Company and Shenghe. In March 2022, the Company made a $2.9 million payment to Shenghe pursuant to item (iii) discussed above. Upon payment by the Company, the Prepaid Balance was repaid in full, and the A&R Offtake Agreement was terminated. Accounting for the June 2020 Modification As noted above, in May 2020, the Company renegotiated various aspects of its relationship with Shenghe and entered into the Framework Agreement to restructure the aforementioned set of arrangements. Prior to the June 2020 Modification, for accounting purposes, the Original Offtake Agreement constituted a deferred revenue arrangement; however, as a result of the June 2020 Modification, the A&R Offtake Agreement constituted a debt obligation as well as provided for the issuance of the Shenghe Warrant. For further discussion of the deferred revenue arrangement, see Note 4, “Revenue Recognition,” and for further discussion of the debt obligation, see Note 8, “Debt Obligations.” The DMA provided Shenghe with the right of first refusal to be the Company’s distribution and marketing agent for product sales after the expiration of the Original Offtake Agreement and until April 2047 in exchange for the Net Profit-Based Commission. Under the Original Offtake Agreement, Shenghe would also have been responsible for funding additional advance payments toward the Company’s Stage II optimization project. The agency relationship was not to commence until any such additional amount was also recovered under the Original Offtake Agreement. Although it had not yet commenced, the DMA was enforceable, and could only be terminated upon the mutual agreement of the parties involved. At its inception in May 2017, the DMA was determined to be at-market, as it provided an expected commission to Shenghe for its services that was consistent with the Company’s expectations for a regular sales commission based on its revenue and cost expectations at the time. In connection with the June 2020 Modification, the Company determined that the existing arrangement within the DMA now provided Shenghe with a favorable, off-market return for the future distribution and marketing services, due in part to (i) favorable changes in expected profitability, driven partially by changes in tariffs, as well as cost performance in Stage I, (ii) favorable estimates of the capital cost of the Stage II optimization project, and (iii) favorable changes in expected production, based on higher than forecast contained rare earth oxide equivalent production in Stage I. Taken together, the Company concluded that the above factors would likely result in materially lower per-unit costs (including depreciation) and higher profitability versus its original estimates. Therefore, these changes in circumstances meant that the Net Profit-Based Commission would no longer be commensurate with the value of the service; and therefore, created an off-market feature. These same factors would also result in the Company fulfilling its obligations under the Original Offtake Agreement more quickly, resulting in a longer period of payments under the now-unfavorable terms of the DMA. Revenue and Cost of Sales: Sales of rare earth concentrate under sales agreements with Shenghe, which are included in the Consolidated Statements of Operations in “Product sales (including related party),” were $487.0 million, $326.6 million and $133.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. During the year ended December 31, 2022, the Company also entered into sales agreements with Shenghe for non-concentrate products, including certain stockpiles of rare earth fluoride (“REF”). These sales, which are included in the Consolidated Statements of Operations in “Other sales (including related party),” were $9.7 million for the year ended December 31, 2022. Cost of sales, which includes shipping and freight, related to these agreements with Shenghe, was $88.6 million, $76.0 million and $63.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Purchases of Materials and Supplies: The Company purchases certain reagent products (generally produced by an unrelated third party manufacturer) used in the flotation process as well as other materials from Shenghe in the ordinary course of business. Total purchases for the years ended December 31, 2022, 2021 and 2020, totaled $18.5 million, $4.8 million and $2.6 million, respectively. Accounts Receivable: As of December 31, 2022 and 2021, $29.8 million and $49.9 million of the accounts receivable, respectively, and as stated on the Consolidated Balance Sheets, were receivable from and pertained to sales made to Shenghe in the ordinary course of business. Indebtedness: The Company’s related-party debt is described in Note 8, “Debt Obligations.” |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Sales to Shenghe Under the Original Offtake Agreement: Beginning in July 2019 and through early June 2020, the Company and Shenghe periodically agreed on a cash sales price for each MT of rare earth concentrate delivered by the Company, which was recognized as revenue upon each sale. This sales price was intended to approximate the Company’s cash cost of production. Sales during this period were made under the Original Offtake Agreement and were impacted by the Shenghe Implied Discount, which is discussed in Note 3, “Relationship and Agreements with Shenghe.” The Shenghe Implied Discount amounted to 36% of the difference between Shenghe’s realized price on its sales of rare earth products to its own customers (net of taxes, tariffs, and certain other adjustments, such as demurrage) and the agreed-upon cash cost for those products (i.e., its gross profit). In addition to the revenue the Company recognized from the cash sales prices, it also realized an amount of deferred revenue applicable to these sales equal to 64% of Shenghe’s gross profit. The full gross profit amount realized by Shenghe on such sales reduced the Prepaid Balance (and consequently, the Company’s contractual obligations to Shenghe), but the remaining 36% was not recognized as revenue. In addition, sales to Shenghe under the Original Offtake Agreement typically provided Shenghe with a discount in the amount of between 3% and 6% of the initial cash price of the Company’s rare earth products sold in consideration of Shenghe’s sales efforts to resell such rare earth products (the “Shenghe Sales Discount”). The Shenghe Sales Discount was considered a reduction in the transaction price and thus was not recognized as revenue. Additionally, the Shenghe Sales Discount was not applied to reduce the Prepaid Balance; however, it was considered as part of Shenghe’s cost of acquiring the Company’s product in the calculation of Shenghe’s gross profit. Sales to Shenghe Under the A&R Offtake Agreement: Beginning after the June 2020 Modification and through February 2022, the sales price (and other terms applicable to the quantity of products sold) were set forth in monthly purchase agreements with Shenghe. Furthermore, the June 2020 Modification provided that the sales price to be paid by Shenghe for the Company’s rare earth products would be based on market prices (net of taxes, tariffs and certain other agreed charges) less applicable discounts. A portion of the sales price was in the form of debt repayment, with the remainder paid in cash. See Note 8, “Debt Obligations,” for further information. As a result of the June 2020 Modification, revenue recognized under the A&R Offtake Agreement did not include the Shenghe Implied Discount. In addition, rather than adjusting the sales price for the Shenghe Sales Discount, as was the case with sales made under the Original Offtake Agreement, revenue under the A&R Offtake Agreement was reduced by a fixed monthly sales charge (similarly accounted for as a reduction in the transaction price). The A&R Offtake Agreement was terminated in March 2022 when the Company entered into the Offtake Agreement. Sales to Shenghe Under the Offtake Agreement: Beginning in March 2022, pursuant to the Offtake Agreement and similar to the A&R Offtake Agreement, the sales price of rare earth concentrate sold to Shenghe is based on an agreed-upon price per MT, subject to certain quality adjustments depending on the measured characteristics of the product, with an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers. Under the Offtake Agreement, Shenghe is paid a variable commission on net proceeds to the Company, which is accounted for as a reduction in the transaction price. The sales price and other terms applicable to a quantity of offtake products are set forth in monthly purchase agreements between the Company and Shenghe. Deferred Revenue: As mentioned in Note 3, “Relationship and Agreements with Shenghe,” the Original Offtake Agreement was accounted for as a deferred revenue arrangement and the June 2020 Modification effectively replaced this deferred revenue arrangement with a debt obligation (see Note 8, “Debt Obligations” ). Prior to the June 2020 Modification, Offtake Advances received from Shenghe were accounted for as deferred revenue. Under the Original Offtake Agreement, Shenghe’s gross profit was retained by Shenghe and applied to reduce the Prepaid Balance. Activity for the deferred revenue balance (including current portion) was as follows: (in thousands) For the year ended December 31, 2020 Opening balance (1) $ 35,543 Prepayments received (2) 11,050 Revenue recognized (3) (9,117) Effect of June 2020 Modification (4) (37,476) Ending balance $ — (1) Of this amount, $6.6 million was classified as current based on when such amounts were expected to be realized. (2) Related to the remaining contractual commitment for Shenghe to provide funds to the Company (the Initial Prepayment Amount). (3) As discussed above, as a result of the Shenghe Implied Discount, the Company recognized an amount of deferred revenue applicable to sales made under the Original Offtake Agreement equal to 64% of the gross profit realized by Shenghe on sales of this product to its own customers. As discussed below, this amount included a tariff rebate of $1.4 million received in May 2020, but excluded the tariff rebate realized in August 2020. (4) The remaining balance of deferred revenue was derecognized in connection with the June 2020 Modification. Tariff-Related Rebates: In May 2020, the government of the People’s Republic of China suspended certain tariffs that had been charged to consignees of the Company’s product on imports, and provided such relief retroactive to March 2020. In addition, Shenghe began negotiating for tariff rebates from sales prior to March 2020, which affected Shenghe’s realized prices, and thus the contractual Prepaid Balance. These, in turn, affected the Company’s realized prices and, as a result, the deferred revenue and the Shenghe Implied Discount on the Company’s prior sales. The Company realized $1.4 million of revenue related to tariff rebates received in May 2020, which included amounts related to prior periods. While additional tariff rebates were possible, the Company did not have insight into Shenghe’s negotiations or their probability of success, and such negotiations were outside of the Company’s control. Thus, the Company fully constrained estimates of any future tariff rebates that may have been realized at that time. In January 2021 and August 2020, the Company received additional information from Shenghe regarding its successful negotiation of additional tariff rebates. Consequently, the Company revised its estimates of variable consideration and recognized $2.0 million and $9.3 million of revenue for the years ended December 31, 2021 and 2020, respectively, primarily related to additional tariff credits realized for sales from the pre-modification period. Since these rebates were recognized after the June 2020 Modification, the amounts were treated as a reduction to the principal balance of the debt obligation, partially offset by a proportionate reduction in the related debt discount, as discussed in Note 8, “Debt Obligations.” |
CASH, CASH EQUIVALENTS AND INVE
CASH, CASH EQUIVALENTS AND INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
CASH, CASH EQUIVALENTS AND INVESTMENTS | CASH, CASH EQUIVALENTS AND INVESTMENTS The following table presents the Company’s cash, cash equivalents and short-term investments: December 31, 2022 December 31, 2021 (in thousands) Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Cash: Demand deposits $ 7,373 $ — $ — $ 7,373 $ 26,536 $ — $ — $ 26,536 Cash equivalents: Money market funds 64,855 — — 64,855 1,152,761 — — 1,152,761 U.S. agency securities 63,605 1 (2) 63,604 — — — — U.S. Treasury securities 795 — — 795 — — — — Total cash equivalents 129,255 1 (2) 129,254 1,152,761 — — 1,152,761 Total cash and equivalents 136,628 1 (2) 136,627 1,179,297 — — 1,179,297 Short-term investments: U.S. agency securities 979,878 361 (17) 980,222 — — — — U.S. Treasury securities 65,586 1 (91) 65,496 — — — — Total short-term investments 1,045,464 362 (108) 1,045,718 — — — — Total cash, cash equivalents and short-term investments $ 1,182,092 $ 363 $ (110) $ 1,182,345 $ 1,179,297 $ — $ — $ 1,179,297 The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell, any investments in unrealized loss positions before recovery of their amortized cost basis. The Company did not recognize any credit losses related to its available-for-sale investments during the year ended December 31, 2022. The unrealized losses on the Company’s available-for-sale investments were primarily due to unfavorable changes in interest rates subsequent to initial purchase. None of the available-for-sale investments held as of December 31, 2022, were in a continuous unrealized loss position for greater than 12 months and the unrealized losses and the related risk of expected credit losses were not material. The Company recognized $0.3 million of gross realized gains and $0.6 million of gross realized losses during the year ended December 31, 2022. Additionally, the Company recognized $19.8 million of interest and investment income on its available-for-sale securities and other money market funds for the year ended December 31, 2022. These amounts are included in “Other income, net” within the Company’s Consolidated Statements of Operations. As of December 31, 2022, the fair values of available-for-sale investments, by remaining contractual maturity, were as follows: (in thousands) Due within one year $ 1,052,364 Due after one year through two years 57,753 Total $ 1,110,117 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The Company’s inventories consisted of the following: December 31, (in thousands) 2022 2021 Materials and supplies (1) $ 28,590 $ 10,711 In-process 27,212 25,574 Finished goods 1,752 2,407 Total current inventories 57,554 38,692 Add: Non-current portion (2) 5,744 — Total inventories $ 63,298 $ 38,692 (1) Includes materials acquired during the third quarter of 2022 to support activities pertaining to the Company’s rare earth metal, alloy and magnet manufacturing facility as a part of Stage III. (2) Represents stockpiled ore that is not expected to be processed within the next 12 months. During the second quarter of 2021, the Company recognized a non-cash write-down of a portion of its legacy low-grade stockpile inventory of $1.8 million, after determining that it contained a significant amount of alluvial material that did not meet the Company’s requirement for mill feed and, as a result, was deemed unusable. The write-down is included in the Consolidated Statement of Operations for the year ended December 31, 2021, as “Write-down of inventories.” No write-down of inventories was recorded for the years ended December 31, 2022 or 2020. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The Company’s property, plant and equipment consisted of the following: December 31, (in thousands) 2022 2021 Land and land improvements $ 16,102 $ 7,925 Buildings and building improvements 15,111 8,791 Machinery and equipment 186,388 61,822 Assets under construction 338,482 134,327 Mineral rights 438,395 437,376 Property, plant and equipment, gross 994,478 650,241 Less: Accumulated depreciation and depletion (58,735) (39,629) Property, plant and equipment, net $ 935,743 $ 610,612 Additions to Property, Plant and Equipment: The Company capitalized expenditures related to property, plant and equipment of $361.2 million, $138.0 million and $26.2 million for the years ended December 31, 2022, 2021 and 2020, respectively, including amounts not yet paid (see Note 19, “Supplemental Cash Flow Information” ). The capitalized expenditures for the year ended December 31, 2022, related to machinery, equipment, and assets under construction to support the Company’s Stage II optimization project, and assets under construction for its rare earth metal, alloy and magnet manufacturing facility as a part of Stage III, including the purchase of approximately 18 acres of land in Fort Worth, Texas . The capitalized expenditures for the years ended December 31, 2021 and 2020, mostly related to vehicles, machinery, equipment, and assets under construction to support the Stage II optimization project and other capital projects at Mountain Pass. Placement of Certain Stage II Assets into Service: At the end of the fourth quarter of 2022, the Company transferred certain of its assets totaling $121.0 million and pertaining to its Stage II optimization project from assets under construction to buildings, machinery and equipment, with $115.2 million relating to machinery and equipment. Government Awards: In November 2020, the Company was awarded a Defense Production Act Title III technology investment agreement (“TIA”) from the Department of Defense (“DOD”) to establish domestic processing for separated light rare earth elements (this “project”) in the amount of $9.6 million. Pursuant to the terms of the TIA, the Company was required to utilize the funds to acquire property and equipment that contribute to the mission of this project. Furthermore, in exchange for these funds, the Company is required to provide the DOD with periodic reporting specific to this project for up to approximately five years. During the years ended December 31, 2022 and 2021, pursuant to the TIA, the Company received $5.1 million and $4.4 million, respectively, in reimbursements from the DOD. The funds received reduced the carrying amount of certain fixed assets associated with the Company’s Stage II optimization project, which were included in machinery and equipment as of December 31, 2022, and assets under construction as of December 31, 2021. As of December 31, 2022, the Company is entitled to receive an additional $0.1 million from the DOD under the TIA. In February 2022, the Company was awarded a $35.0 million contract by the DOD’s Office of Industrial Base Analysis and Sustainment Program to design and build a facility to process heavy rare earth elements (“HREE”) at Mountain Pass (the “HREE Production Project Agreement”). The Company must utilize the funds to acquire property and equipment that will contribute to commercial-scale production of separated HREE at Mountain Pass. The Company will be paid fixed amounts upon the completion of certain project milestones. In exchange for these funds, the DOD will have certain rights to technical data following the completion of the project. The funds received pursuant to the HREE Production Project Agreement will reduce the carrying amount of the fixed assets associated with the Company’s HREE processing and separations facility. As of December 31, 2022, the Company has not yet received any funds from the DOD. Change in Estimates of Asset Retirement Costs: As a result of a decrement to the Company’s ARO during the third quarter of 2022 and fourth quarter of 2021, the carrying amount of the Company’s total property, plant and equipment was reduced by $10.4 million and $8.7 million, respectively, the majority of which pertained to buildings, machinery and equipment, and assets under construction, in the amounts of $0.6 million, $2.7 million and $6.7 million, respectively, and $2.0 million, $2.4 million and $3.2 million, respectively. Additionally, the Company’s depreciation expense for the years ended December 31, 2022 and 2021, was reduced by $2.7 million and $1.1 million, respectively, reflecting the excess of the decrement over the carrying amount of the related property, plant and equipment. See Note 10, “Asset Retirement and Environmental Obligations,” for further information on the decrements. The Company’s depreciation and depletion expense were as follows: For the year ended December 31, (in thousands) 2022 2021 2020 Depreciation expense $ 5,808 $ 6,825 $ 4,702 Depletion expense (1) $ 12,209 $ 17,200 $ 1,961 (1) At the beginning of the fourth quarter of 2021, as a result of an updated life of mine, the Company revised its estimate of the remaining useful life of the mineral rights to approximately 35 years from approximately 23 years. The effect of the change in estimate was a reduction in depletion expense for the years ended December 31, 2022 and 2021 of $6.1 million and $1.5 million, respectively. There were no impairments recognized for the years ended December 31, 2022, 2021 and 2020. |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT OBLIGATIONS | DEBT OBLIGATIONS The Company’s current and non-current portions of long-term debt were as follows: December 31, (in thousands) 2022 2021 Long-term debt Convertible Notes due 2026 $ 690,000 $ 690,000 Less: Unamortized debt issuance costs (11,556) (15,073) Long-term debt, net of current portion $ 678,444 $ 674,927 Long-term debt to related party Offtake Advances $ — $ 16,599 Less: Unamortized debt discount — (517) Net carrying amount — 16,082 Less: Current installments of long-term debt to related party — (16,082) Long-term debt to related party, net of current portion $ — $ — Convertible Notes On March 26, 2021, the Company issued $690.0 million aggregate principal amount of 0.25% unsecured green convertible senior notes that mature, unless earlier converted, redeemed or repurchased, on April 1, 2026 (the “Convertible Notes”), at a price of par. Interest on the Convertible Notes is payable on April 1 st and October 1 st of each year, beginning on October 1, 2021. The Convertible Notes may, at the Company’s election, be settled in cash, shares of the Company’s Common Stock, or a combination thereof. The Company has the option to redeem the Convertible Notes, in whole or in part, beginning on April 5, 2024. The Company received net proceeds of $672.3 million from the issuance of the Convertible Notes. The Convertible Notes are convertible into shares of the Company’s Common Stock at an initial conversion price of $44.28 per share, or 22.5861 shares, per $1,000 principal amount of notes, subject to adjustment upon the occurrence of certain corporate events. However, in no event will the conversion price exceed 28.5714 shares of Common Stock per $1,000 principal amount of notes. As of December 31, 2022, based on the initial conversion price, the maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes was 19,714,266. The Convertible Notes’ if-converted value did not exceed its principal amount as of December 31, 2022. Prior to January 1, 2026, at their election, holders of the Convertible Notes may convert their outstanding notes under the following circumstances: (i) during any calendar quarter commencing with the third quarter of 2021 if the last reported sale price of the Company’s Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five five If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Notes), holders may require it to repurchase for cash all or any portion of their outstanding notes at a price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the Convertible Notes or if the Company delivers a notice of redemption, it will, in certain circumstances, increase the conversion rate for holders who elect to convert their outstanding notes in connection with such corporate event or notice of redemption, as the case may be. Interest expense related to the Convertible Notes was as follows: For the year ended December 31, (in thousands) 2022 2021 2020 Coupon interest $ 1,725 $ 1,318 $ — Amortization of debt issuance costs 3,517 2,675 — Convertible Notes interest expense $ 5,242 $ 3,993 $ — The debt issuance costs are being amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 0.51%. The remaining term of the Convertible Notes was 3.3 years as of December 31, 2022. Offtake Advances In connection with the June 2020 Modification, which is discussed in Note 3, “Relationship and Agreements with Shenghe,” Shenghe agreed to fund an additional $35.5 million advance to the Company (previously defined as the “Second Additional Advance”) and the Company issued the Shenghe Warrant. For accounting purposes, the June 2020 Modification effectively replaced the deferred revenue arrangement relating to the Original Offtake Agreement with a debt obligation relating to the A&R Offtake Agreement and the issuance of the Shenghe Warrant. Under the A&R Offtake Agreement, a portion of the sales prices of products sold to Shenghe was paid in the form of debt reduction, rather than cash. In addition, the Company was required to pay the following amounts to Shenghe in cash to reduce the debt obligation until repaid in full: (i) an agreed-upon percentage of sales of products to parties other than Shenghe; (ii) 100% of net profits from asset sales; and (iii) 100% of net income determined under GAAP, less the tax-effected amount of total non-cash recoupment from sales of products to Shenghe. For the years ended December 31, 2022, 2021 and 2020, $14.2 million, $52.8 million and $12.0 million, respectively, of the sales prices of products sold to Shenghe was paid in the form of debt reduction (see Note 19, “Supplemental Cash Flow Information” ). During both the years ended December 31, 2022 and 2021, the Company made a payment to Shenghe of $0.2 million based on sales to other parties. No amounts were required to be paid based on asset sales. The A&R Offtake Agreement did not have a stated rate (and was non-interest-bearing), and repayment was contingent on a number of factors, including market prices realized by Shenghe, the Company’s sales to other parties, asset sales, and the Company’s annual net income. The imputed interest rate was a function of this discount taken together with the Company’s expectations about the timing of the anticipated reductions of the debt obligation. The Company had determined that it would recognize adjustments from these estimates following a prospective method where the Company updated its estimate of the effective interest rate in future periods based on revised estimates of the timing of remaining principal reductions at that time. The effective rate applicable from the June 5, 2020, inception to full repayment, was between 4.41% and 24.75%. As discussed in Note 4, “Revenue Recognition,” in January 2021 and August 2020, the Company was informed of tariff rebates of $2.2 million and $9.7 million, respectively, that Shenghe received, which increased the gross profit earned by Shenghe on certain sales. In addition, during the year ended December 31, 2020, after the June 2020 Modification, but relating to sales made prior the June 2020 Modification, Shenghe realized higher gross profit than estimated by the Company in the amount of $0.4 million due to higher market prices. As a result of these events, for the years ended December 31, 2021 and 2020, the Company recorded reductions in the principal amount of the debt obligation of $2.2 million and $10.1 million, respectively, and the corresponding debt discount of $0.2 million and $0.8 million, respectively. As discussed in Note 3, “Relationship and Agreements with Shenghe,” the Company made a $2.9 million payment to Shenghe in March 2022 pursuant to item (iii) above. Upon payment by the Company, the Prepaid Balance was repaid in full, and the A&R Offtake Agreement was terminated. Equipment Notes The Company has entered into several financing agreements for the purchase of equipment, including trucks, tractors, loaders, graders, and various other machinery. The Company’s equipment notes, which are secured by the purchased equipment, have terms of between 4 to 5 years and interest rates of between 0.0% and 6.5% per annum. See also Note 19, “Supplemental Cash Flow Information.” The current and non-current portions of the equipment notes, which are included within the Consolidated Balance Sheets in “Other current liabilities” and “Other non-current liabilities,” respectively, were as follows: December 31, (in thousands) 2022 2021 Equipment notes Current $ 2,392 $ 2,566 Non-current 4,743 7,095 $ 7,135 $ 9,661 Paycheck Protection Loan In April 2020, the Company obtained a loan of $3.4 million pursuant to the Paycheck Protection Program under the CARES Act (the “Paycheck Protection Loan”). In June 2021, the Company received notification from the Small Business Administration that the Paycheck Protection Loan and related accrued interest was forgiven. Consequently, for the year ended December 31, 2021, the Company recorded a gain on forgiveness of the Paycheck Protection Loan in the amount of $3.4 million, which is included in “Other income, net” within the Company’s Consolidated Statements of Operations. Interest expense, net Interest expense, net, was as follows: For the year ended December 31, (in thousands) 2022 2021 2020 Interest expense $ 6,146 $ 9,168 $ 5,171 Interest capitalized to property, plant and equipment, net (360) (264) (162) Interest expense, net $ 5,786 $ 8,904 $ 5,009 Debt Maturities The following is a schedule of debt repayments as of December 31, 2022: (in thousands) Convertible Notes Equipment Notes Year ending December 31, 2023 $ — $ 2,392 2024 — 2,106 2025 — 2,098 2026 690,000 539 2027 — — Thereafter — — Total minimum payments $ 690,000 $ 7,135 As of December 31, 2022, none of the agreements governing the Company’s indebtedness contain financial covenants. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASESThe Company has operating and finance leases for certain office space, warehouses, vehicles and equipment used in its operations, with lease terms ranging from one month to five years, excluding any leases that have not yet commenced. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional one In November 2021, the Company entered into a lease agreement for corporate office space in a building that is currently being constructed by the landlord. The lease, which is estimated to commence by the end of the first quarter of 2023, has an initial term of 91 months, with one subsequent five-year renewal option on the same terms and conditions, exercisable at the Company’s option. The initial annual base rent payment will be $1.2 million, subject to an annual escalator. Pursuant to the lease agreement, the Company is entitled to receive a tenant improvement allowance of $1.8 million. As of December 31, 2022 and 2021, the Company has paid $0.6 million and $0.2 million, respectively, in prepaid rent and a security deposit, which were included in “Prepaid expenses and other current assets” and “Other non-current assets,” respectively, within the Consolidated Balance Sheet. Total lease cost included the following components: Location on Consolidated Statements of Operations For the year ended December 31, 2022 2021 2020 Operating lease cost Primarily Cost of sales (including related party) (excluding depreciation, depletion and amortization) $ 424 $ 780 $ 2,466 Finance lease cost Amortization of right-of-use assets Depreciation, depletion and amortization 339 357 268 Interest on lease liabilities Interest expense, net 44 60 50 383 417 318 Short-term lease cost Primarily Cost of sales (including related party) (excluding depreciation, depletion and amortization) 1,509 1,163 1,246 $ 2,316 $ 2,360 $ 4,030 |
LEASES | LEASESThe Company has operating and finance leases for certain office space, warehouses, vehicles and equipment used in its operations, with lease terms ranging from one month to five years, excluding any leases that have not yet commenced. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional one In November 2021, the Company entered into a lease agreement for corporate office space in a building that is currently being constructed by the landlord. The lease, which is estimated to commence by the end of the first quarter of 2023, has an initial term of 91 months, with one subsequent five-year renewal option on the same terms and conditions, exercisable at the Company’s option. The initial annual base rent payment will be $1.2 million, subject to an annual escalator. Pursuant to the lease agreement, the Company is entitled to receive a tenant improvement allowance of $1.8 million. As of December 31, 2022 and 2021, the Company has paid $0.6 million and $0.2 million, respectively, in prepaid rent and a security deposit, which were included in “Prepaid expenses and other current assets” and “Other non-current assets,” respectively, within the Consolidated Balance Sheet. Total lease cost included the following components: Location on Consolidated Statements of Operations For the year ended December 31, 2022 2021 2020 Operating lease cost Primarily Cost of sales (including related party) (excluding depreciation, depletion and amortization) $ 424 $ 780 $ 2,466 Finance lease cost Amortization of right-of-use assets Depreciation, depletion and amortization 339 357 268 Interest on lease liabilities Interest expense, net 44 60 50 383 417 318 Short-term lease cost Primarily Cost of sales (including related party) (excluding depreciation, depletion and amortization) 1,509 1,163 1,246 $ 2,316 $ 2,360 $ 4,030 |
ASSET RETIREMENT AND ENVIRONMEN
ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation And Environmental Remediation Obligations [Abstract] | |
ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS | ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS Asset Retirement Obligations The Company estimates ARO based on the requirements to reclaim certain land and facilities associated with mining activity at Mountain Pass. Minor reclamation activities related to discrete portions of the Company’s operations are ongoing. As of December 31, 2022, the Company estimated a significant portion of the cash outflows for major reclamation activities including the retirement of Mountain Pass will be incurred beginning in 2056 and 2057. In June 2021, San Bernardino County approved a re-zoning request for certain of the Company’s properties such that certain of the Company’s processing and separations facilities would be zoned for industrial end uses as opposed to the prior “resource conservation” designation. In September 2022, and as a result of the re-zoning of this land, the Company received final approval from San Bernardino County and the Division of Mine Reclamation (California) on a revised reclamation plan. The revision removed from the regulatory oversight under The Surface Mining and Reclamation Act of 1975 the majority of the buildings and equipment used in the processing and separations facilities, including the land underlying such buildings and equipment. As a result of the final approval of the reclamation plan, in the third quarter of 2022, the Company revised its estimated cash flows pertaining to the settlement of the reclamation and removal activities associated with Mountain Pass, including removing the previous estimates of the cash flows associated with the processing and separations facilities that no longer require reclamation. The changes in estimates resulted in an ARO decrement of $13.1 million, of which $10.4 million reduced the carrying amounts of the associated property, plant and equipment, and $2.7 million, reflecting the excess of the decrement over the carrying amount of the related property, plant and equipment, was recorded as a reduction to depreciation expense for the year ended December 31, 2022. In the fourth quarter of 2021, the Company revised its estimated timing and cash flows pertaining to the settlement of the reclamation and removal activities associated with Mountain Pass as a result of an updated life of mine where the Company determined that the estimated commencement of the reclamation and removal activities will now occur in 2056 and 2057 for a significant portion of the assets requiring reclamation at the time. The changes in estimates resulted in an ARO decrement of $9.8 million, of which $8.7 million reduced the carrying amounts of the associated property, plant and equipment, and $1.1 million, reflecting the excess of the decrement over the carrying amount of the related property, plant and equipment, was recorded as a reduction to depreciation expense for the year ended December 31, 2021. The following is a summary of the Company’s ARO: December 31, (in thousands) 2022 2021 Beginning balance $ 17,757 $ 25,646 Obligations settled (144) (199) Accretion expense 976 1,876 Additional ARO — 213 Revisions in estimated cash flows (13,114) (9,779) Ending balance $ 5,475 $ 17,757 The balance as of December 31, 2022 and 2021, included current portions of $0.2 million and $0.1 million, respectively. The total estimated future undiscounted cash flows required to satisfy the Company’s ARO as of December 31, 2022 and 2021, were $50.4 million and $167.3 million, respectively. As of December 31, 2022, the credit-adjusted risk-free rate ranged between 6.5% and 12.0% depending on the timing of expected settlement and when the increment was recognized. There were no significant increments for the years ended December 31, 2022 and 2021, and there were no significant increments or decrements for the year ended December 31, 2020. Environmental Obligations The Company has certain environmental remediation liabilities related to the monitoring of groundwater contamination. The Company engaged an environmental consultant to develop a remediation plan and remediation cost projections based upon that plan. Utilizing the remediation plan developed by the environmental consultant, the Company developed an estimate of future cash payments for the remediation plan. As of December 31, 2022, the Company estimated the cash outflows related to these environmental activities will be incurred annually over the next 25 years. The Company’s environmental remediation liabilities are measured at the expected value of future cash outflows discounted to their present value using a discount rate of 2.93%. There were no significant changes in the estimated remaining remediation costs for the years ended December 31, 2022, 2021 and 2020. The total estimated aggregate undiscounted cost of $27.2 million and $27.7 million as of December 31, 2022 and 2021, respectively, principally related to water monitoring activities required by state and local agencies. Based on the Company’s estimate of the cost and timing and the assumption that payments are considered to be fixed and reliably determinable, the Company has discounted the liability. The balance as of December 31, 2022 and 2021, included current portions As of December 31, 2022, the total environmental remediation costs were as follows (in thousands): Year ending December 31, 2023 $ 520 2024 536 2025 552 2026 569 2027 587 Thereafter 24,411 Total 27,175 Effect of discounting (10,075) Total environmental obligations $ 17,100 Financial Assurances The Company is required to provide the applicable government agencies with financial assurances relating to the closure and reclamation obligations. As of December 31, 2022 and 2021, the Company had financial assurance requirements of $43.5 million and $39.0 million, respectively, which were satisfied with surety bonds placed with California state and regional agencies. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income tax benefit (expense) consisted of the following: For the year ended December 31, (in thousands) 2022 2021 2020 Current: Federal $ (24,382) $ (4,818) $ — State (9,977) (2,915) (156) Total current (34,359) (7,733) (156) Deferred: Federal (19,236) (15,851) 14,088 State 1,447 (1,574) 3,704 Total deferred (17,789) (17,425) 17,792 Total tax benefit (expense) $ (52,148) $ (25,158) $ 17,636 During the years ended December 31, 2021 and 2020, the Company recorded $0.4 million and $4.7 million, respectively, related to certain deductible expenditures incurred in connection with the Business Combination to “Additional paid-in capital.” Income (loss) before income taxes, by tax jurisdiction, was as follows: For the year ended December 31, (in thousands) 2022 2021 2020 United States $ 341,152 $ 160,195 $ (39,461) Income taxes differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax income (loss) as a result of the following: For the year ended December 31, 2022 2021 2020 (in thousands, except tax rates) Percent Amount Percent Amount Percent Amount Computed income tax benefit (expense) at the statutory rate 21.0 % $ (71,642) 21.0 % $ (33,641) 21.0 % $ 8,287 Changes resulting from: State and local income taxes, net of federal benefits 3.3 % (11,395) 2.7 % (4,288) 4.3 % 1,729 Limitation on officer’s compensation 2.3 % (8,067) 1.7 % (2,638) (1.2) % (478) Depletion in excess of basis (4.5) % 15,248 (6.1) % 9,663 1.1 % 425 Paycheck Protection Loan forgiveness — % — (0.5) % 714 — % — Foreign-derived intangible income (4.0) % 13,676 (1.8) % 2,886 — % — California Competes Tax Credit, net of federal detriment (0.9) % 3,160 (1.2) % 1,975 — % — Excess tax benefits on stock-based compensation (1.0) % 3,575 (0.6) % 974 — % — Valuation allowance (0.8) % 2,845 0.5 % (821) 23.7 % 9,333 Other, net (0.1) % 452 — % 18 (4.2) % (1,660) Total effective tax rate and income tax benefit (expense) 15.3 % $ (52,148) 15.7 % $ (25,158) 44.7 % $ 17,636 The tax effects of temporary differences that gave rise to significant portions of the deferred income tax assets and deferred income tax liabilities were as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Asset retirement and environmental obligations $ 5,643 $ 8,744 Net operating losses — 2,174 Inventories 12,448 6,695 Offtake Advances, net of debt discount — 4,034 Shenghe Warrant — 2,329 Research and experimental costs 691 — Stock-based compensation 3,785 2,688 Organization costs 776 860 Credits 346 764 Other 351 636 Gross deferred tax assets 24,040 28,924 Less: Valuation allowance (346) (3,192) Net deferred tax assets 23,694 25,732 Deferred tax liabilities: Property, plant and equipment (36,481) (14,077) Prepaid expenses (1,567) (1,192) Deferred revenue (6,604) (9,938) Mineral rights (101,195) (104,735) Other (200) (290) Total deferred tax liabilities (146,047) (130,232) Non-current deferred tax liabilities, net $ (122,353) $ (104,500) For income tax purposes, the Business Combination was treated as a tax-free reorganization whereby the taxable years of MPMO and Secure Natural Resources LLC (“SNR”) ended on November 17, 2020, and the Company became the new parent and sole filer of a tax return for the remainder of 2020 as MPMO and SNR became disregarded entities. Although the SNR Mineral Rights Acquisition was treated as an asset acquisition, the assets, liabilities and other attributes took carryover basis for income tax purposes because of the tax-free reorganization nature of the transaction. As of December 31, 2022 and 2021, the Company did not have any net operating loss carryforwards for federal income tax purposes, and had zero and $7.4 million, respectively, for state income tax purposes. As of December 31, 2022, the Company considered the positive and negative evidence to determine the need for a valuation allowance to offset its deferred tax assets and has concluded that it is more likely than not that, with the exception of certain deferred tax assets related to California Alternative Minimum Tax credits, its deferred tax assets will be realized through future taxable temporary differences, principally resulting from the deferred tax liability recorded as a result of the SNR Mineral Rights Acquisition which occurred during the 2020 tax year. During the fourth quarter of 2021, the Company received notice from the State of California that it had been awarded a California Competes Tax Credit (“CCTC”) of $14.8 million that is available to be offset against the Company’s California state income tax liability over the next several years. The credit is allocated in varying amounts over a five-year period based on the Company’s ability to meet certain milestones related to California employees hired, the annual wage of these employees, and the capital investments made by the Company in California. Once the annual milestones are met, a credit amount is awarded. However, a portion of the credit could be “clawed back” if the milestones are not continually met for each of the three following years. For the years ended December 31, 2022 and 2021, it was determined that the Company had met the relevant annual milestones for the CCTC and as a result, the Company recorded a credit of $4.0 million and $2.5 million, respectively, which resulted in an income tax benefit and a reduction to the Company’s California state income tax payable for the 2022 and 2021 tax years. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases, and provides several tax incentives to promote clean energy for tax years beginning after December 31, 2022. At this time, we do not expect the minimum tax or excise tax to have a material impact on the Company’s Consolidated Financial Statements. We are continuing to evaluate the impact of the clean energy incentives. The Company has evaluated its tax positions for the years ended December 31, 2022, 2021 and 2020 and determined that there were no uncertain tax positions requiring recognition in the Consolidated Financial Statements. The tax years from 2019 onward remain open to examination by the taxing jurisdictions to which the Company is subject. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation: The Company may become party to lawsuits, administrative proceedings and government investigations, including environmental, regulatory, and other matters, in the ordinary course of business. Large, and sometimes unspecified, damages or penalties may be sought in some matters, and certain matters may require years to resolve. The Company is not aware of any pending or threatened litigation that would have a material adverse effect on its Consolidated Financial Statements. In January 2019, a former employee filed a complaint with the California Labor & Workforce Development Agency alleging numerous violations of California labor law, and subsequently filed a representative action against the Company. In October 2021, the Company entered into a memorandum of understanding to settle the lawsuit in the amount of approximately $1 million, including legal fees, which is included in “Selling, general and administrative” within the Consolidated Statement of Operations for the year ended December 31, 2021. In August 2022, the court granted final approval of the class settlement, and in September 2022, the Company paid the settlement amount. |
BUSINESS COMBINATION AND REVERS
BUSINESS COMBINATION AND REVERSE RECAPITALIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION AND REVERSE RECAPITALIZATION | BUSINESS COMBINATION AND REVERSE RECAPITALIZATION Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 15, 2020, as amended on August 26, 2020 (the “Merger Agreement”), on November 17, 2020, MPMO and SNR were combined with Fortress Value Acquisition Corp., a special purpose acquisition company (“FVAC”) (the “Business Combination”), and became wholly-owned subsidiaries of FVAC, which was in turn renamed MP Materials Corp. As of December 31, 2019, and through the date of the Business Combination, MPMO had outstanding 1,000 voting common units with no par value and 110.98 non-voting preferred units with no par value, which were held by Leshan Shenghe. In addition, as discussed in Note 3, “Relationship and Agreements with Shenghe,” in connection with the June 2020 Modification, MPMO issued the Shenghe Warrant. Immediately prior to the Business Combination, the Shenghe Warrant was exercised and MPMO issued 89.88 non-voting preferred units with no par value to Leshan Shenghe. As a result, 200.86 non-voting preferred units were outstanding immediately prior to the Business Combination. In connection with the Business Combination and pursuant to the Merger Agreement, the Company issued shares of its common stock with a par value of $0.0001 per share (“Common Stock”) to unitholders of MPMO at an exchange ratio of approximately 59,908.35 shares of the Company’s Common Stock for each common unit and preferred unit of MPMO, resulting in the issuance of 71,941,538 shares of the Company’s Common Stock. In addition, in connection with the SNR Mineral Rights Acquisition, 19,999,942 shares (adjusted for fractional shares) of the Company’s Common Stock were issued to SNR unitholders. See below for further discussion of the SNR Mineral Rights Acquisition. Immediately prior to the consummation of the Business Combination and pursuant to the Parent Sponsor Warrant Exchange Agreement, entered into by FVAC and Fortress Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), on July 15, 2020, the Sponsor exchanged all 5,933,333 of its private placement warrants (the “Private Placement Warrants”) for an aggregate of 890,000 shares of FVAC Class F common stock that, upon the consummation of the Business Combination, were converted into Common Stock of the Company (the “Parent Sponsor Warrant Exchange”). In connection with the consummation of the Business Combination, the Company issued, in a private placement transaction, an aggregate of 20,000,000 shares of Common Stock for an aggregate purchase price of $200.0 million, to PIPE investors pursuant to the terms of respective subscription agreements entered into separately between the Company and each PIPE investor, each dated July 15, 2020 (the “PIPE Financing”). After giving effect to the above, shares of the Company’s Common Stock issued and outstanding immediately after the closing of the Business Combination were as follows (including restricted stock issued to certain executives upon closing): Stockholder Number of Shares FVAC public stockholders (1) 34,464,151 Private Placement Warrants 890,000 MPMO unitholders (2) 71,941,538 SNR unitholders 19,999,942 PIPE Financing 20,000,000 Restricted stock issued to certain MPMO executives 2,013,006 Total 149,308,637 (1) Represents the outstanding shares held by FVAC’s public stockholders (Class A common stock) which were not redeemed in connection with the Business Combination. The Company received gross proceeds of $344.7 million and net proceeds of $332.6 million after $12.1 million of underwriting commissions in connection with the sale of these shares. (2) Includes 5,384,563 shares issued relating to the Shenghe Warrant. MPMO’s merger with FVAC was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, MPMO was determined to be the accounting acquirer and FVAC was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the merger was treated as the equivalent of MPMO issuing stock for the net assets of FVAC, accompanied by a recapitalization. The net assets of FVAC are stated at historical cost, with no goodwill or other intangible assets recorded. Pursuant to the amended and restated letter agreement dated July 15, 2020, and amended and restated on August 26, 2020, by and among FVAC and the holders of FVAC Class F common stock, all of the shares of FVAC Class A common stock issued upon the conversion of FVAC Class F common stock (held by insiders initially purchased prior to the FVAC initial public offering (“IPO”), were subject to certain vesting and forfeiture provisions (the “Vesting Shares”) based on the achievement of certain volume weighted-average price (“VWAP”) thresholds of the Company’s Common Stock. The holders of MPMO Holding Company, which was a Delaware corporation formed by MPMO pursuant to the Merger Agreement (“MPMO HoldCo”), preferred stock and common stock and SNR Holding Company, LLC, which was a Delaware limited liability company formed by SNR pursuant to the Merger Agreement (“SNR HoldCo”), common stock immediately prior to the closing of the Business Combination were given the contingent right to receive up to an additional 12,860,000 shares of the Company’s Common Stock (the “Earnout Shares”) based on the achievement of certain VWAP thresholds of the Company’s Common Stock. The Company determined that the Earnout Shares issued to the Sponsor, holders of MPMO HoldCo preferred stock and common stock, and holders of SNR HoldCo common stock met the criteria for equity classification under ASC Subtopic 815-40, “Contracts in Entity’s Own Equity.” The Company estimated that the total fair value of the Earnout Shares at closing of the Business Combination was $171.2 million, consisting of $134.0 million and $37.2 million ascribed to the MPMO and SNR earnouts, respectively. In December 2020, 8,625,000 Vesting Shares vested, and 12,859,898 Earnout Shares (adjusted for fractional shares) were issued after achievement of the aforementioned VWAP thresholds. As of December 31, 2022 and 2021, the Vesting Shares and the Earnout Shares delivered to the equityholders were recorded as equity with an allocation between common stock at par value and additional paid-in capital, and the Earnout Shares delivered to MPMO equityholders were accounted for as a distribution. Since all Earnout Shares were determined to be equity-classified at initial recognition and through the date of achievement of the thresholds, no remeasurement was required. SNR Mineral Rights Acquisition The acquisition of SNR did not meet the criteria for the acquisition of a business under ASC Topic 805, “Business Combinations” (“ASC 805”), and was accounted for as an asset acquisition since substantially all of the fair value of the assets acquired was concentrated in a single asset, the mineral rights for the rare earth ores contained in the Company’s mine. The net assets acquired in the SNR Mineral Rights Acquisition were $324.1 million, which was principally comprised of a mineral rights asset of $434.7 million, net of the associated deferred tax liability of $109.1 million. MPMO and SNR had a relationship prior to the Business Combination, specifically related to a royalty agreement and an intellectual property license. The Company considered the provisions of ASC 805 regarding the settlement of pre-existing relationships. Immediately prior to the consummation of the Business Combination, MPMO had a $3.9 million liability related to the minimum royalty, which was effectively settled through intercompany when MPMO and SNR became wholly-owned subsidiaries of the Company. The settlement of the liability was reflected in the cost of the acquisition due to the pre-existing contractual relationship being cancellable without penalty and no gain or loss was recognized. Transaction Costs |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Common Stock and Preferred Stock On November 17, 2020, in connection with the consummation of the Business Combination, FVAC amended and restated its first amended and restated certificate of incorporation (the “Second Amended and Restated Certificate of Incorporation”). Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company increased the number of authorized shares of all classes of capital stock from 221,000,000 shares to 500,000,000, consisting of (i) 450,000,000 shares of Common Stock and (ii) 50,000,000 shares of preferred stock (“Preferred Stock”), each with a par value of $0.0001 per share. Public Warrants Warrants to purchase 11,499,968 shares of the Company’s Common Stock at $11.50 per share were issued in connection with FVAC’s IPO (the “Public Warrants”) pursuant to the Warrant Agreement, dated April 29, 2020 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent. These warrants qualified as equity instruments as they were indexed to the Company’s stock and settlement in shares was within the Company’s control. On May 4, 2021, at the direction of the Company, CST, in its capacity as warrant agent, delivered a notice of redemption to each of the registered holders of the outstanding Public Warrants for a redemption price of $0.01 per warrant (the “Redemption Price”), that remained outstanding on June 7, 2021 (the “Redemption Date”). In accordance with the Warrant Agreement, the Company’s Board of Directors elected to require that, upon delivery of the notice of redemption, all Public Warrants were to be exercised only on a “cashless basis.” Accordingly, a holder exercising a Public Warrant was deemed to pay the $11.50 per warrant exercise price by the surrender of 0.3808 of a share of Common Stock that such holder would have been entitled to receive upon a cash exercise, resulting in exercising warrant holders receiving 0.6192 of a share of Common Stock for each Public Warrant surrendered for exercise. All Public Warrants that remained unexercised on the Redemption Date were delisted, voided and no longer exercisable, and the holders had no rights with respect to those Public Warrants, except to receive the Redemption Price. During the year ended December 31, 2021, the Company issued 7,080,005 shares of its Common Stock as a result of the cashless exercise of 11,434,455 Public Warrants. The Company redeemed the remaining 65,513 Public Warrants outstanding at the Redemption Date for a nominal amount. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2020 Incentive Plan: In November 2020, the Company’s stockholders approved the MP Materials Corp. 2020 Stock Incentive Plan (the “2020 Incentive Plan”), which permits the Company to issue stock options (incentive and/or non-qualified); stock appreciation rights (“SARs”); restricted stock, restricted stock units (“RSUs”) and other stock awards (“Stock Awards”); and performance awards. As of December 31, 2022, the Company has not issued any stock options, SARs or performance awards. Pursuant to the 2020 Incentive Plan, 9,653,671 shares of Common Stock were initially available for issuance. The number of shares of Common Stock available under the 2020 Incentive Plan may be increased annually on the first day of each calendar year, beginning with the year ended December 31, 2021, and continuing until (and including) the year ending December 31, 2030, with such annual increase equal to the lesser of (i) 2% of the number of shares of stock issued and outstanding on December 31 st of the immediately preceding fiscal year and (ii) an amount determined by the Board of Directors. The number of shares of Common Stock that remain available for future grants under the 2020 Incentive Plan shall be reduced by the sum of the aggregate number of shares of Common Stock that become subject to outstanding options, outstanding free-standing SARs, outstanding Stock Awards, and outstanding performance awards denominated in shares of Common Stock, other than substitute awards. As of December 31, 2022, there were 6,551,497 shares available for future grants under the 2020 Incentive Plan. Stock Awards: Pursuant to the terms and conditions of certain executive employment agreements, in connection with the consummation of the Business Combination, 2,013,006 shares of restricted stock were issued during the year ended December 31, 2020, of which 200,000 shares immediately vested and the remainder of shares were to vest ratably pursuant the respective employment agreements over the requisite service period of four years. The Company also granted 382,742, 1,026,387 and 386,639 RSUs to employees, during the years ended December 31, 2022, 2021, and 2020, respectively, which, with the exception of 36,461 and 80,350 RSUs granted during the years ended December 31, 2022 and 2021, respectively, that vested immediately, vest ratably in equal installments over the requisite service period of four years. Additionally, the Company granted 23,975, 18,394 and 15,922 RSUs to non-employee directors during the years ended December 31, 2022, 2021, and 2020, respectively, of which, 6,881 and 5,810 vested immediately into tax-deferred stock units (“DSUs”) during the years ended December 31, 2022 and 2021, respectively. The remaining RSUs granted vest into DSUs upon the earlier of one year after the grant date and the next annual stockholder meeting, The DSUs are settled as shares of Common Stock of the Company upon the earlier of (i) June 15 th of the fifth year after grant, (ii) a change in control of the Company, or (iii) the director’s separation from the Board, unless the director elects to defer settlement until retirement. The grant date fair value of the Company’s Stock Awards is based on the closing stock price of the Company’s shares of Common Stock on the date of grant. The weighted-average grant date fair value of Stock Awards granted during the years ended December 31, 2022, 2021, and 2020 was $38.52, $41.24 and $14.53, respectively. The following table contains information on the Company’s Stock Awards: Number of Shares Weighted-Average Grant Date Fair Value Nonvested as of January 1, 2022 2,869,680 $ 23.51 Granted 406,717 $ 38.52 Vested (1,032,513) $ 22.17 Forfeited (35,721) $ 32.51 Nonvested as of December 31, 2022 2,208,163 $ 26.76 As of December 31, 2022, the unamortized compensation cost not yet recognized related to Stock Awards totaled $29.9 million and the weighted-average period over which the costs are expected to be recognized was 1.9 years. The total fair value of Stock Awards that vested during the years ended December 31, 2022, 2021 and 2020, was $40.0 million, $10.9 million and $2.9 million, respectively. Stock-Based Compensation: The Company’s stock-based compensation and related income tax benefit were recorded as follows: For the year ended December 31, (in thousands) 2022 2021 2020 Cost of sales $ 2,853 $ 4,294 $ 277 Selling, general and administrative 28,554 18,246 4,737 Advanced projects, start-up, development and other 373 391 — Total stock-based compensation expense $ 31,780 $ 22,931 $ 5,014 Stock-based compensation capitalized to property, plant and equipment, net $ 1,286 $ — $ — Income tax benefit for stock-based compensation arrangements $ 4,256 $ 3,185 $ 1,259 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in active markets. Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. The fair value of the Company’s accounts receivable, accounts payable, and accrued liabilities approximates the carrying amounts because of the immediate or short-term maturity of these financial instruments. Cash, Cash Equivalents and Restricted Cash The Company’s cash, cash equivalents and restricted cash are classified within Level 1 of the fair value hierarchy. The carrying amounts reported in the Consolidated Balance Sheets approximate the fair value of cash, cash equivalents and restricted cash due to the short-term nature of these assets. Short-term Investments The fair value of the Company’s short-term investments, which are classified as available-for-sale securities, is estimated based on quoted prices in active markets and is classified as a Level 1 measurement. Convertible Notes The fair value of the Company’s Convertible Notes is estimated based on quoted prices in active markets and is classified as a Level 1 measurement. Offtake Advances The Company’s Offtake Advances were classified within Level 3 of the fair value hierarchy as of December 31, 2021, because there were unobservable inputs that followed an imputed interest rate model to calculate the amortization of the embedded debt discount, which was recognized as non-cash interest expense, by estimating the timing of anticipated payments and reductions of the debt principal balance. This model-based valuation technique, for which there were unobservable inputs, was used to estimate the fair value of the liability classified within Level 3 of the fair value hierarchy as of December 31, 2021. Equipment Notes The Company’s equipment notes are classified within Level 2 of the fair value hierarchy because there are inputs that are directly observable for substantially the full term of the liability. Model-based valuation techniques for which all significant inputs are observable in active markets were used to calculate the fair values of liabilities classified within Level 2 of the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows: December 31, 2022 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 136,627 $ 136,627 $ 136,627 $ — $ — Short-term investments $ 1,045,718 $ 1,045,718 $ 1,045,718 $ — $ — Restricted cash $ 6,882 $ 6,882 $ 6,882 $ — $ — Financial liabilities: Convertible Notes $ 678,444 $ 610,650 $ 610,650 $ — $ — Equipment notes $ 7,135 $ 6,807 $ — $ 6,807 $ — December 31, 2021 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 1,179,297 $ 1,179,297 $ 1,179,297 $ — $ — Restricted cash $ 1,860 $ 1,860 $ 1,860 $ — $ — Financial liabilities: Convertible Notes $ 674,927 $ 880,026 $ 880,026 $ — $ — Offtake Advances $ 16,082 $ 16,501 $ — $ — $ 16,501 Equipment notes $ 9,661 $ 9,737 $ — $ 9,737 $ — |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Pursuant to the Second Amended and Restated Certificate of Incorporation and as a result of the Business Combination and reverse recapitalization, the Company has retrospectively adjusted the weighted-average shares outstanding prior to November 17, 2020, to give effect to the exchange ratio used to determine the number of shares of Common Stock into which the MPMO common units and preferred units, which were outstanding prior the Business Combination, converted. Basic EPS is computed based on the weighted-average number of common shares outstanding during the period. Diluted EPS is based on the weighted-average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method or the if-converted method, as applicable. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted loss per share as their effect is anti-dilutive. For the year ended December 31, 2022 2021 2020 Weighted-average shares outstanding, basic 176,519,203 173,469,546 79,690,821 Assumed conversion of Public Warrants — 2,840,624 — Assumed conversion of Convertible Notes 15,584,409 11,997,860 — Assumed conversion of restricted stock 921,772 1,257,360 — Assumed conversion of RSUs 427,703 278,638 — Weighted-average shares outstanding, diluted 193,453,087 189,844,028 79,690,821 The following table presents the calculation of basic and diluted EPS for the Company’s Common Stock: For the year ended December 31, (in thousands, except share and per share data) 2022 2021 2020 Calculation of basic EPS: Net income (loss) $ 289,004 $ 135,037 $ (21,825) Weighted-average shares outstanding, basic 176,519,203 173,469,546 79,690,821 Basic EPS $ 1.64 $ 0.78 $ (0.27) Calculation of diluted EPS: Net income (loss) $ 289,004 $ 135,037 $ (21,825) Interest expense, net of tax (1) : Convertible Notes 4,441 3,366 — Diluted income (loss) $ 293,445 $ 138,403 $ (21,825) Weighted-average shares outstanding, diluted 193,453,087 189,844,028 79,690,821 Diluted EPS $ 1.52 $ 0.73 $ (0.27) (1) The years ended December 31, 2022 and 2021, were tax-effected at a rate of 15.3% and 15.7%, respectively. As discussed in Note 8, “Debt Obligations,” the Convertible Notes were issued in March 2021; therefore, no adjustment is required for the year ended December 31, 2020. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding as they would be anti-dilutive: For the year ended December 31, 2022 2021 2020 Public Warrants — — 11,499,968 Restricted stock — — 1,813,006 RSUs 24,442 18,322 397,662 Total 24,442 18,322 13,710,636 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATIONSHIP AND AGREEMENTS WITH SHENGHE Offtake Agreement In March 2022, the Company entered into an offtake agreement (the “Offtake Agreement”) with Shenghe Resources (Singapore) International Trading Pte. Ltd. (“Shenghe”), a majority-owned subsidiary of Leshan Shenghe Rare Earth Co., Ltd. (“Leshan Shenghe”) whose ultimate parent is Shenghe Resources Holding Co., Ltd., a leading global rare earth company listed on the Shanghai Stock Exchange. The Offtake Agreement became effective upon the termination of the A&R Offtake Agreement (as discussed and defined below). The initial term of the Offtake Agreement is two years, with the option to extend the term at the Company’s discretion for an additional one-year period. Pursuant to the Offtake Agreement, and subject to certain exclusions, Shenghe shall purchase on a “take-or-pay” basis the rare earth concentrate produced by the Company as the exclusive distributor in China, with certain exceptions for the Company’s direct sales globally. In addition, at the discretion of the Company, Shenghe may be required to purchase on a “take-or-pay” basis certain non-concentrate rare earth products, although the Company may sell all non-concentrate rare earth products in its sole discretion to customers or end users in any jurisdiction. Under the Offtake Agreement, Shenghe is paid a variable commission on net proceeds to the Company. Similar to the A&R Offtake Agreement, the sales price of rare earth concentrate sold to Shenghe is based on an agreed-upon price per MT, subject to certain quality adjustments depending on the measured characteristics of the product, with an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers. The sales price and other terms applicable to a quantity of offtake products are set forth in monthly purchase agreements between the Company and Shenghe. Original Commercial Agreements In May 2017, the Company entered into a set of commercial arrangements with Shenghe to fund the restart of operations at the mine, identify operational efficiencies, and sell products to Shenghe and third parties. As part of these arrangements, Shenghe (and its controlled affiliates) became both the principal customer and a related party when Leshan Shenghe obtained 110.98 MP Mine Operations LLC (“MPMO”) preferred units, which represented a 9.99% non-voting preferred interest in MPMO at the time. In connection with the Business Combination (as defined and discussed in Note 13, “Business Combination and Reverse Recapitalization,” ), these MPMO preferred units were exchanged for the Company’s Common Stock. The original commercial arrangements principally consisted of a technical services agreement (the “TSA”), an offtake agreement (the “Original Offtake Agreement”), and a distribution and marketing agreement (the “DMA”). The Original Offtake Agreement required Shenghe to advance the Company an initial $50.0 million (the “Initial Prepayment Amount”) and the TSA required Shenghe to fund any additional operating and capital expenditures to bring Mountain Pass to full operability. In connection with the Company’s acquisition of Mountain Pass, Shenghe also agreed to provide additional funding of $30.0 million to the Company pursuant to a separate letter agreement dated June 20, 2017 (the “Letter Agreement”) (the “First Additional Advance”) via a short-term, non-interest-bearing note, which required repayment within one year. In addition to the repayment of the First Additional Advance, pursuant to the Letter Agreement, the Initial Prepayment Amount increased by $30.0 million. The aggregate prepayments made by Shenghe pursuant to the Original Offtake Agreement and the Framework Agreement (as defined below), as adjusted for Gross Profit Recoupment (as defined below) amounts and any other qualifying repayments to Shenghe, inclusive of the $30.0 million increase to the Initial Prepayment Amount, are referred to herein as the “Prepaid Balance.” Under the Original Offtake Agreement, the Company sold to Shenghe, and Shenghe purchased on a firm “take-or-pay” basis, all of the rare earth products produced at Mountain Pass. Shenghe marketed and sold these products to customers, and retained the gross profits earned on subsequent sales. The gross profits were credited against the Prepaid Balance, and provided the means by which MP Materials repaid, and Shenghe recovered, such amounts (the “Gross Profit Recoupment”). As originally entered, the DMA was to become effective upon termination of the Original Offtake Agreement. As compensation for Shenghe’s distribution and marketing services, the DMA entitled Shenghe to a portion of the net profits from the sale of rare earth products produced at Mountain Pass (the “Net Profit-Based Commission”). See below for further discussion of the DMA termination and associated accounting treatment. The entrance into the Letter Agreement constituted a modification to the Original Offtake Agreement for accounting purposes (referred to as the “June 2017 Modification”). Based on the relationship between (i) the adjusted deemed proceeds the Company would ultimately receive from the Initial Prepayment Amount and (ii) the contractual amount owed to Shenghe at the time, the June 2017 Modification resulted in an implied discount on the Company’s sales prices to Shenghe under the Original Offtake Agreement, for accounting purposes (the “Shenghe Implied Discount”). The Shenghe Implied Discount was applicable to Shenghe’s gross profit on the sales of rare earth products to its own customers (for sales made between July 2019 and early June 2020). That gross profit was a contractually determined amount based on Shenghe’s realized sales price (net of taxes, tariffs, and certain other adjustments) compared to the agreed-upon cash cost Shenghe would pay to the Company. The Shenghe Implied Discount amounted to 36% of that contractually determined gross profit amount. See also Note 4, “Revenue Recognition.” Framework Agreement and Restructured Commercial Agreements In May 2020, the Company entered into a framework agreement and amendment (the “Framework Agreement”) with Shenghe and Leshan Shenghe that restructured the commercial arrangements and provided for, among other things, a revised funding amount and schedule to settle Shenghe’s prepayment obligations to the Company, as well as an amendment to the Original Offtake Agreement, as discussed below. Pursuant to the Framework Agreement, the Company entered into an amended and restated offtake agreement with Shenghe on May 19, 2020 (the “A&R Offtake Agreement”), which, upon effectiveness, superseded and replaced the Original Offtake Agreement, and MP Materials issued to Shenghe a warrant on June 2, 2020 (the “Shenghe Warrant”), exercisable at a nominal price for 89.88 MPMO preferred units, which, at the time, reflected approximately 7.5% of the Company’s equity on a diluted basis, subject to certain restrictions. Pursuant to the Framework Agreement, Shenghe funded the remaining portion of the Initial Prepayment Amount and agreed to fund an additional $35.5 million advance (the “Second Additional Advance” and together with the Initial Prepayment Amount, inclusive of the $30.0 million increase pursuant to the Letter Agreement, the “Offtake Advances”), which amounts were fully funded on June 5, 2020. The Shenghe Warrant was exchanged for the Company’s Common Stock in connection with the Business Combination. Upon the funding of the remaining obligations on June 5, 2020, among other things, (i) the TSA and the DMA were terminated (as described below) and (ii) the A&R Offtake Agreement and the Shenghe Warrant became effective (such events are collectively referred to as the “June 2020 Modification”). The A&R Offtake Agreement maintained the key take-or-pay, amounts owed on actual and deemed advances from Shenghe, and other terms of the Original Offtake Agreement, with the following changes, among other items: (i) as to the offtake products subject to the A&R Offtake Agreement, provided that if the Company sold such offtake products to a third party, then, until the Prepaid Balance was reduced to zero, the Company would pay an agreed percentage of its revenue from such sales to Shenghe, to be credited against the amounts owed on Offtake Advances; (ii) provided that the sales price to be paid by Shenghe for the Company’s rare earth products (a portion of which reduced the Prepaid Balance rather than being paid in cash) would be based on market prices (net of taxes, tariffs and certain other agreed charges) less applicable discounts; and (iii) obliged the Company to pay Shenghe, on an annual basis, an amount equal to the Company’s annual net income, less any amounts recouped through the Gross Profit Recoupment mechanism over the course of the year, until the Prepaid Balance was reduced to zero. The sales price and other terms applicable to a quantity of offtake products were set forth in monthly purchase agreements between the Company and Shenghe. In March 2022, the Company made a $2.9 million payment to Shenghe pursuant to item (iii) discussed above. Upon payment by the Company, the Prepaid Balance was repaid in full, and the A&R Offtake Agreement was terminated. Accounting for the June 2020 Modification As noted above, in May 2020, the Company renegotiated various aspects of its relationship with Shenghe and entered into the Framework Agreement to restructure the aforementioned set of arrangements. Prior to the June 2020 Modification, for accounting purposes, the Original Offtake Agreement constituted a deferred revenue arrangement; however, as a result of the June 2020 Modification, the A&R Offtake Agreement constituted a debt obligation as well as provided for the issuance of the Shenghe Warrant. For further discussion of the deferred revenue arrangement, see Note 4, “Revenue Recognition,” and for further discussion of the debt obligation, see Note 8, “Debt Obligations.” The DMA provided Shenghe with the right of first refusal to be the Company’s distribution and marketing agent for product sales after the expiration of the Original Offtake Agreement and until April 2047 in exchange for the Net Profit-Based Commission. Under the Original Offtake Agreement, Shenghe would also have been responsible for funding additional advance payments toward the Company’s Stage II optimization project. The agency relationship was not to commence until any such additional amount was also recovered under the Original Offtake Agreement. Although it had not yet commenced, the DMA was enforceable, and could only be terminated upon the mutual agreement of the parties involved. At its inception in May 2017, the DMA was determined to be at-market, as it provided an expected commission to Shenghe for its services that was consistent with the Company’s expectations for a regular sales commission based on its revenue and cost expectations at the time. In connection with the June 2020 Modification, the Company determined that the existing arrangement within the DMA now provided Shenghe with a favorable, off-market return for the future distribution and marketing services, due in part to (i) favorable changes in expected profitability, driven partially by changes in tariffs, as well as cost performance in Stage I, (ii) favorable estimates of the capital cost of the Stage II optimization project, and (iii) favorable changes in expected production, based on higher than forecast contained rare earth oxide equivalent production in Stage I. Taken together, the Company concluded that the above factors would likely result in materially lower per-unit costs (including depreciation) and higher profitability versus its original estimates. Therefore, these changes in circumstances meant that the Net Profit-Based Commission would no longer be commensurate with the value of the service; and therefore, created an off-market feature. These same factors would also result in the Company fulfilling its obligations under the Original Offtake Agreement more quickly, resulting in a longer period of payments under the now-unfavorable terms of the DMA. Revenue and Cost of Sales: Sales of rare earth concentrate under sales agreements with Shenghe, which are included in the Consolidated Statements of Operations in “Product sales (including related party),” were $487.0 million, $326.6 million and $133.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. During the year ended December 31, 2022, the Company also entered into sales agreements with Shenghe for non-concentrate products, including certain stockpiles of rare earth fluoride (“REF”). These sales, which are included in the Consolidated Statements of Operations in “Other sales (including related party),” were $9.7 million for the year ended December 31, 2022. Cost of sales, which includes shipping and freight, related to these agreements with Shenghe, was $88.6 million, $76.0 million and $63.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Purchases of Materials and Supplies: The Company purchases certain reagent products (generally produced by an unrelated third party manufacturer) used in the flotation process as well as other materials from Shenghe in the ordinary course of business. Total purchases for the years ended December 31, 2022, 2021 and 2020, totaled $18.5 million, $4.8 million and $2.6 million, respectively. Accounts Receivable: As of December 31, 2022 and 2021, $29.8 million and $49.9 million of the accounts receivable, respectively, and as stated on the Consolidated Balance Sheets, were receivable from and pertained to sales made to Shenghe in the ordinary course of business. Indebtedness: The Company’s related-party debt is described in Note 8, “Debt Obligations.” |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information and non-cash investing and financing activities were as follows: For the year ended December 31, (in thousands) 2022 2021 2020 Supplemental cash flow information: Cash paid for interest $ 2,096 $ 1,204 $ 3,089 Cash payments related to income taxes, net $ 18,860 $ 4,172 $ 255 Supplemental non-cash investing and financing activities: Property, plant and equipment acquired with equipment notes $ — $ 9,407 $ 1,216 Property, plant and equipment purchased but not yet paid $ 34,569 $ 14,082 $ 4,054 SNR Mineral Rights Acquisition $ — $ — $ 324,125 Revenue recognized in exchange for debt principal reduction $ 13,566 $ 54,802 $ 21,312 Paycheck Protection Loan forgiveness $ — $ 3,401 $ — Decrease in estimates of asset retirement costs $ 10,395 $ 8,713 $ — Operating right-of-use assets obtained in exchange for lease liabilities $ 168 $ — $ 2,932 Finance right-of-use assets obtained in exchange for lease liabilities $ 42 $ 88 $ 724 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | The Consolidated Financial Statements include the accounts of MP Materials Corp. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Concentration of Risk | Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents and short-term investments, and trade accounts receivable. The Company believes that its credit risk is limited because the Company’s current contracts are with companies that have a reliable payment history. The Company does not believe it is exposed to any significant risks related to its cash accounts, money market funds, or short-term investments. As of December 31, 2022, Shenghe was the Company’s principal customer and accounted for more than 90% of product sales. Demand for rare earth concentrate is currently constrained to a relatively limited number of refiners, a significant majority of which are based in China. Furthermore, while revenue is generated in the United States, Shenghe conducts its primary operations in China and may transport and sell products in the Chinese market. Therefore, the Company’s revenue is affected by Shenghe’s ultimate realized prices in China, including the impact of changes in the exchange rate between the Chinese Yuan and the U.S. dollar. In addition, there has been ongoing economic conflict between China and the United States that has previously resulted in tariffs and trade barriers that may negatively affect the Company’s business and results of operations. See Note 3, “Relationship and Agreements with Shenghe,” and Note 18, “Related-Party Transactions,” for additional information. The COVID-19 pandemic remains ongoing and continues to impact the global economy. Through the end of 2022, varying degrees of preventative measures were still in place in China and other parts of the world, including city-wide lockdowns, travel restrictions, closures of non-essential businesses and other quarantine measures. Since the first quarter of 2020, the Company has experienced, at times, significant shipping delays due to congestion and slowdowns at U.S. and international ports caused by shortages in vessels, containers, and truckers, also disrupting the global supply chain. Congestion and slowdowns have affected and may continue to affect the capacity at ports to receive deliveries of products or the loading of shipments onto vessels. Despite these factors, the Company has not experienced a reduction in production or sales due to the COVID-19 pandemic; however, the COVID-19 pandemic has contributed to certain cost and schedule pressures on the Stage II optimization project. The Company has worked proactively and diligently to adjust working schedules and hours to optimize logistics and shipping, which has thus far prevented a significant negative impact on the Company’s product sales and has mitigated certain impacts on Stage II construction and recommissioning progress. As the situation continues to evolve, including as a result of new and potential future variants of COVID-19, the possibility of federal or state mandates on vaccinations, or other factors that may affect international shipping and logistics or involve responses to government actions such as strikes or other disruptions, it is impossible to predict the effect and ultimate impact of the COVID-19 pandemic on the Company’s business, results of operations, production and sales volumes, or growth projects. Accordingly, the extent and duration of any business disruptions, and related financial impact, cannot be estimated at this time. |
Use of Estimates | The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and (iii) the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to the useful lives and recoverability of long-lived assets (such as the effects of mineral reserves and cash flows from operating the mine in determining the life of the mine); the valuation allowance of deferred tax assets; asset retirement and environmental obligations; and determining the fair value of assets and liabilities in acquisitions and financial instruments in connection with transactions that require initial measurement to be at fair value. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from those estimates. |
Cash, Cash Equivalents and Short-term Investments | Cash and cash equivalents consist of all cash balances and highly liquid investments, including U.S. treasury and agency securities, with a maturity of three months or less at the time of purchase. |
Marketable Securities, Policy | The Company’s investments in U.S. treasury and agency securities have been classified and accounted for as available-for-sale securities and the Company reevaluates the classification each reporting period. The Company classifies its available-for-sale securities that do not otherwise meet the requirements to be accounted for as cash equivalents as either current or non-current based on each instrument’s underlying contractual maturity date as well as the Company’s expectations of sales and redemptions within the next twelve months. See Note 5, “Cash, Cash Equivalents and Investments,” for additional information. Available-for-sale securities are recorded at fair value each reporting period. For unrealized losses in securities that the Company intends to hold and will not more likely than not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors. The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance and recognizes a corresponding loss when the impairment is incurred. |
Restricted Cash | Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to legal agreement. The Company determines current or non-current classification based on the expected duration of the restriction. Current and non-current restricted cash is included in “Prepaid expenses and other current assets” and “Other non-current assets,” respectively, within the Consolidated Balance Sheets. |
Trade Accounts Receivable | Accounts receivable pertain to receivables arising from contracts with customers and are recorded at the invoiced amount and do not bear interest. The Company evaluates its estimate of expected credit losses based on historical experience and current economic conditions for each portfolio of customers, though at present, the amounts are typically concentrated in a single customer. |
Inventories | Inventories consist of raw materials and supplies, work in process (referred to as “in-process inventory”), and finished goods. Materials and supplies consist of raw materials, spare parts, reagent chemicals, maintenance supplies, and packaging materials used in the production of rare earth products. In-process inventory primarily consists of mine ore stockpiles and bastnaesite ore in various stages of the production process. Finished goods primarily consist of either packaged bastnaesite concentrate or roasted bastnaesite concentrate that is ready for sale. |
Property, Plant and Equipment | Property, plant and equipment are recorded at cost and depreciated over their useful lives. Expenditures for new property, plant and equipment and improvements that extend the useful life or functionality of the assets are recorded at their cost of acquisition or construction. Depreciation on property, plant and equipment is recognized on a straight-line basis over their estimated useful lives, as follows: Years Land improvements 25 Buildings and building improvements 10-40 Machinery and equipment 3-20 Assets under construction include costs directly attributable to the construction or development of long-lived assets. These costs may include labor and employee benefits associated with the construction of the asset, site preparation, permitting, engineering, installation and assembly, procurement, insurance, legal, commissioning, and interest on borrowings to finance the construction of the assets. Depreciation is not recorded on the related assets until they are ready for their intended use. Repair and maintenance costs that do not extend the useful life of an asset are expensed as incurred. Gains and losses arising from the sale or disposal of property, plant and equipment are determined as the difference between the proceeds from sale or disposal and the carrying amount of the asset. |
Mineral Rights | The Company capitalizes costs for acquiring and leasing mining properties and expenses costs to maintain mineral rights as incurred. Depletion on mineral rights is recognized on a straight-line basis over the estimated remaining useful life of the mine, which was approximately 33 years as of December 31, 2022. The Company determined that the straight-line method of depletion appropriately captures the estimated economic costs of extracting the minerals of the mine across its estimated useful life, and aligns with the benefit obtained from the depletion of the asset consistent with the current mine plan. Mineral rights are classified as a component of “Property, plant and equipment” within the Company’s Consolidated Balance Sheets. See also Note 7, “Property, Plant and Equipment.” |
Leases | The Company determines if an arrangement is, or contains, a lease at contract inception. In some cases, the Company has determined that its lease arrangements include both lease and non-lease components. The Company has elected to use a practical expedient to account for each separate lease component and its associated non-lease components as a single lease component for the majority of its asset classes. The Company recognizes right-of-use (“ROU”) assets and lease liabilities upon commencement for all leases with a lease term greater than 12 months. The Company has elected to use a practical expedient to not recognize leases with a lease term of 12 months or less in the Consolidated Balance Sheets for the majority of its asset classes. These short-term leases are expensed on a straight-line basis over the lease term. The ROU assets are included in “Other non-current assets” within the Consolidated Balance Sheets and the current and non-current portions of lease liabilities are included in “Other current liabilities” and “Other non-current liabilities,” respectively, within the Consolidated Balance Sheets.ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. Lease liabilities are accreted each period and reduced for payments. The ROU asset also includes other adjustments, such as for the effects of escalating rents, rent abatements or initial lease costs. The lease term may include periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise a renewal option, or reasonably certain it will not exercise an early termination option. For operating leases, lease expense is recognized on a straight-line basis over the expected lease term. For finance leases, the ROU asset amortizes on a straight-line basis over the lease term (or the useful life of the underlying asset if title transfers at the end of the lease term or there is a purchase option the Company is reasonably certain to exercise) and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. |
Impairment of Long-Lived Assets | Long-lived assets, including mineral rights, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. In estimating undiscounted cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of undiscounted cash flows from other asset groups. The Company’s estimates of undiscounted cash flows are based on numerous assumptions, and it is possible that actual cash flows may differ significantly from estimates, as actual produced reserves, prices, commodity-based and other costs, and closure costs are each subject to significant risks and uncertainties. The estimated undiscounted cash flows used to assess recoverability of long-lived assets and to measure the fair value of the Company’s mining operations are derived from current business plans, which are developed using short-term price forecasts reflective of the current price environment and the Company’s projections for long-term average prices. In addition to short- and long-term price assumptions, other assumptions include estimates of production costs; proven and probable mineral reserves estimates, including the timing and cost to develop and produce the reserves; value beyond proven and probable estimates; and estimated future closure costs.If the carrying amount of the long-lived asset or asset groups is not recoverable on an undiscounted cash flows basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, based on the approach the Company believes a market participant would use. An impairment loss, if any, is recorded for the excess of the asset’s (or asset group’s) carrying amount over its fair value, as determined by a valuation technique appropriate to the given circumstances. |
Offtake Advances Accounted for as Debt Obligations and Debt Discount and Debt Issuance Costs | Subsequent to the June 2020 Modification to the Original Offtake Agreement and through the final repayment of the Prepaid Balance (as such terms are defined in Note 3, “Relationship and Agreements with Shenghe”) in March 2022, the Company accounted for prepayments or other advances received from Shenghe prior to or in connection with the June 2020 Modification as debt. The associated debt discount, which reduced the carrying amount of the debt, was amortized to interest expense using the effective interest method over the Company’s estimated contractual term of the underlying indebtedness. Costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness. Debt issuance costs reduce the carrying amount of the associated debt. |
Asset Retirement Obligations | The Company recognizes asset retirement obligations (“ARO”) for estimated costs of legally and contractually required closure, dismantlement, and reclamation activities associated with Mountain Pass. ARO are initially recognized at their estimated fair value in the period in which the obligation originates. Fair value is based on the expected timing of reclamation activities, cash flows to perform activities, amount and uncertainty associated with the cash flows, including adjustments for a market risk premium, and discounted using a credit-adjusted risk-free rate. The liability is accreted over time through periodic charges to earnings and reduced as reclamation activities occur with differences between estimated and actual amounts recognized as an adjustment to operating expenses.Subsequent increments in expected undiscounted cash flows are measured at their discounted values using updated estimates of the Company’s credit-adjusted risk-free rate applied to the increment only. Subsequent decrements in expected undiscounted cash flows are reduced based on the weighted-average credit-adjusted risk-free rate associated with the obligation. When increments and decrements are caused by a change in the estimated timing of settlement, the Company treats the increase in cash flows in the year of the updated estimate as an increment and the increase in cash flows in the original year as a decrement. Associated asset retirement costs, including the effect of increments and decrements, are recognized as adjustments to the related asset’s carrying amount and depreciated over the related asset’s remaining useful life. If a decrement is greater than the carrying amount of the related asset, the difference is recognized as a reduction to depreciation expense. |
Environmental Obligations | The Company has certain environmental remediation obligations that primarily relate to groundwater monitoring activities. Estimated remediation costs are accrued based on management’s best estimate at the end of each reporting period of the costs expected to be incurred to settle the obligation when those amounts are probable and estimable. Such cost estimates may include ongoing care, maintenance and monitoring costs associated with remediation activities. Changes in remediation estimates are reflected in earnings in the period the estimate is revised. Remediation costs included in environmental obligations are discounted to their present value when payments are readily estimable, and are discounted using a risk-free rate, which the Company derives from U.S. Treasury yields. |
Revenue Recognition | The Company’s revenue comes from sales of rare earth products produced at Mountain Pass. The Company’s sales are primarily to an affiliate of Shenghe. The Company’s performance obligation is to deliver rare earth products to the agreed-upon delivery point, and the Company recognizes revenue at the point in time control of the products transfers to the customer, which is typically when the rare earth products are delivered to the agreed-upon shipping point. At that time, the customer has the ability to direct the use of and obtain substantially all of the remaining benefits from the products, and the customer bears the risk of loss.For sales to unrelated third parties, the transaction price is agreed to at the time the sale is entered into. For sales to Shenghe, the transaction price is typically based on an agreed-upon price per metric ton (“MT”), subject to certain quality adjustments depending on the measured characteristics of the product, with an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers and certain other discounts. These ultimate market prices are forms of variable consideration. The Company typically negotiates with and bills an initial price to Shenghe; such prices are then updated based on final adjustments for quality differences and/or actual sales prices realized by Shenghe. Initial pricing is typically billed upon delivering the product to the agreed-upon shipping point and paid within 30 days or less. Final adjustments to prices may take longer to resolve. When the final price has not been resolved by the end of a reporting period, the Company estimates the expected sales price based on the initial price, current market pricing and known quality measurements, and further constrains such amounts to an amount that is probable not to result in a significant reversal of previously-recognized revenue. Revenue from product sales is recorded net of taxes collected from customers that are remitted to governmental authorities. When necessary and appropriate, the Company applies a portfolio approach in estimating a refund obligation. |
Government Grants | In accounting for grants received from the government, the grant proceeds are recognized when there is reasonable assurance the conditions of the grant will be met, and the grant will be received. When a grant is related to an expense item, it is recognized as income (or a reduction of expense) over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate. When a grant is related to an asset, the funds received are recorded as reductions of the related asset’s carrying amount, thereby reducing future depreciation expense. |
Stock-Based Compensation | The cost of employee services received in exchange for an award of equity instruments is based on the grant-date fair value of the award and the expense is recognized ratably over the requisite service period. The fair value of Stock Awards (as defined in Note 15, “Stock-based Compensation,” |
Start-up Costs | Costs associated with restarting an existing facility or commissioning a new facility, circuit or process of the Company’s production, manufacturing, or separations facilities prior to achievement of commercial production, that do not qualify for capitalization, are expensed as incurred and considered start-up costs. Such costs may include certain salaries and wages, outside services, parts, training, and utilities, among other items, used or consumed directly in these start-up activities. Start-up costs are included in “Advanced projects, start-up, development and other” within the Company’s Consolidated Statements of Operations. |
Earnings (Loss) Per Share | Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially dilutive securities such as unvested restricted stock awards. |
Commitments and Contingencies | Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable or reasonably estimable, disclosure of the contingency and estimated range of loss, if determinable, is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Income Taxes and Valuation of Deferred Tax Assets | The Company accounts for income taxes using the balance sheet method, recognizing certain temporary differences between the book basis of the liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset for the Company, as measured by the statutory tax rates in effect. The Company derives a deferred income tax expense or benefit by recording the change in either the net deferred income tax liability or asset balance for the year. The Company’s policy, if it were to have uncertain tax positions, is to recognize interest and/or penalties related to unrecognized tax benefits as part of its income tax expense.The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company reviews the likelihood that the benefit of the deferred tax assets will be realized and the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the Company evaluates all available positive and negative evidence.Certain categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified. The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation date, recent pretax losses and/or expectations of future pretax losses. Other factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited to: earnings history; projected future financial and taxable income based upon existing reserves and long-term estimates of commodity prices; the duration of statutory carry forward periods; prudent and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference; nature of temporary differences and predictability of reversal patterns of existing temporary differences; and the sensitivity of future forecasted results to commodity prices and other factors.Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. However, recent cumulative losses are not solely determinative of the need for a valuation allowance. The Company also considers all other available positive and negative evidence in its analysis. |
Recently Issued Accounting Pronouncements | There were no new accounting pronouncements recently issued or effective during the year ended December 31, 2022, that had or would be expected to have a material impact on the Company’s Consolidated Financial Statements. |
Reclassifications | Certain amounts in prior periods have been reclassified to conform to the current year presentation. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Property, plant and equipment - estimated useful lives | Depreciation on property, plant and equipment is recognized on a straight-line basis over their estimated useful lives, as follows: Years Land improvements 25 Buildings and building improvements 10-40 Machinery and equipment 3-20 The Company’s property, plant and equipment consisted of the following: December 31, (in thousands) 2022 2021 Land and land improvements $ 16,102 $ 7,925 Buildings and building improvements 15,111 8,791 Machinery and equipment 186,388 61,822 Assets under construction 338,482 134,327 Mineral rights 438,395 437,376 Property, plant and equipment, gross 994,478 650,241 Less: Accumulated depreciation and depletion (58,735) (39,629) Property, plant and equipment, net $ 935,743 $ 610,612 The Company’s depreciation and depletion expense were as follows: For the year ended December 31, (in thousands) 2022 2021 2020 Depreciation expense $ 5,808 $ 6,825 $ 4,702 Depletion expense (1) $ 12,209 $ 17,200 $ 1,961 (1) At the beginning of the fourth quarter of 2021, as a result of an updated life of mine, the Company revised its estimate of the remaining useful life of the mineral rights to approximately 35 years from approximately 23 years. The effect of the change in estimate was a reduction in depletion expense for the years ended December 31, 2022 and 2021 of $6.1 million and $1.5 million, respectively. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract With Customer Liability, Related Party | Activity for the deferred revenue balance (including current portion) was as follows: (in thousands) For the year ended December 31, 2020 Opening balance (1) $ 35,543 Prepayments received (2) 11,050 Revenue recognized (3) (9,117) Effect of June 2020 Modification (4) (37,476) Ending balance $ — (1) Of this amount, $6.6 million was classified as current based on when such amounts were expected to be realized. (2) Related to the remaining contractual commitment for Shenghe to provide funds to the Company (the Initial Prepayment Amount). (3) As discussed above, as a result of the Shenghe Implied Discount, the Company recognized an amount of deferred revenue applicable to sales made under the Original Offtake Agreement equal to 64% of the gross profit realized by Shenghe on sales of this product to its own customers. As discussed below, this amount included a tariff rebate of $1.4 million received in May 2020, but excluded the tariff rebate realized in August 2020. (4) The remaining balance of deferred revenue was derecognized in connection with the June 2020 Modification. |
CASH, CASH EQUIVALENTS AND IN_2
CASH, CASH EQUIVALENTS AND INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-Sale | The following table presents the Company’s cash, cash equivalents and short-term investments: December 31, 2022 December 31, 2021 (in thousands) Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Cash: Demand deposits $ 7,373 $ — $ — $ 7,373 $ 26,536 $ — $ — $ 26,536 Cash equivalents: Money market funds 64,855 — — 64,855 1,152,761 — — 1,152,761 U.S. agency securities 63,605 1 (2) 63,604 — — — — U.S. Treasury securities 795 — — 795 — — — — Total cash equivalents 129,255 1 (2) 129,254 1,152,761 — — 1,152,761 Total cash and equivalents 136,628 1 (2) 136,627 1,179,297 — — 1,179,297 Short-term investments: U.S. agency securities 979,878 361 (17) 980,222 — — — — U.S. Treasury securities 65,586 1 (91) 65,496 — — — — Total short-term investments 1,045,464 362 (108) 1,045,718 — — — — Total cash, cash equivalents and short-term investments $ 1,182,092 $ 363 $ (110) $ 1,182,345 $ 1,179,297 $ — $ — $ 1,179,297 |
Schedule of Cash and Cash Equivalents | The following table presents the Company’s cash, cash equivalents and short-term investments: December 31, 2022 December 31, 2021 (in thousands) Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Cash: Demand deposits $ 7,373 $ — $ — $ 7,373 $ 26,536 $ — $ — $ 26,536 Cash equivalents: Money market funds 64,855 — — 64,855 1,152,761 — — 1,152,761 U.S. agency securities 63,605 1 (2) 63,604 — — — — U.S. Treasury securities 795 — — 795 — — — — Total cash equivalents 129,255 1 (2) 129,254 1,152,761 — — 1,152,761 Total cash and equivalents 136,628 1 (2) 136,627 1,179,297 — — 1,179,297 Short-term investments: U.S. agency securities 979,878 361 (17) 980,222 — — — — U.S. Treasury securities 65,586 1 (91) 65,496 — — — — Total short-term investments 1,045,464 362 (108) 1,045,718 — — — — Total cash, cash equivalents and short-term investments $ 1,182,092 $ 363 $ (110) $ 1,182,345 $ 1,179,297 $ — $ — $ 1,179,297 |
Schedule of Investments Classified by Contractual Maturity Date | As of December 31, 2022, the fair values of available-for-sale investments, by remaining contractual maturity, were as follows: (in thousands) Due within one year $ 1,052,364 Due after one year through two years 57,753 Total $ 1,110,117 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Current Inventories | The Company’s inventories consisted of the following: December 31, (in thousands) 2022 2021 Materials and supplies (1) $ 28,590 $ 10,711 In-process 27,212 25,574 Finished goods 1,752 2,407 Total current inventories 57,554 38,692 Add: Non-current portion (2) 5,744 — Total inventories $ 63,298 $ 38,692 (1) Includes materials acquired during the third quarter of 2022 to support activities pertaining to the Company’s rare earth metal, alloy and magnet manufacturing facility as a part of Stage III. (2) Represents stockpiled ore that is not expected to be processed within the next 12 months. |
Noncurrent Inventories | The Company’s inventories consisted of the following: December 31, (in thousands) 2022 2021 Materials and supplies (1) $ 28,590 $ 10,711 In-process 27,212 25,574 Finished goods 1,752 2,407 Total current inventories 57,554 38,692 Add: Non-current portion (2) 5,744 — Total inventories $ 63,298 $ 38,692 (1) Includes materials acquired during the third quarter of 2022 to support activities pertaining to the Company’s rare earth metal, alloy and magnet manufacturing facility as a part of Stage III. (2) Represents stockpiled ore that is not expected to be processed within the next 12 months. |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Depreciation on property, plant and equipment is recognized on a straight-line basis over their estimated useful lives, as follows: Years Land improvements 25 Buildings and building improvements 10-40 Machinery and equipment 3-20 The Company’s property, plant and equipment consisted of the following: December 31, (in thousands) 2022 2021 Land and land improvements $ 16,102 $ 7,925 Buildings and building improvements 15,111 8,791 Machinery and equipment 186,388 61,822 Assets under construction 338,482 134,327 Mineral rights 438,395 437,376 Property, plant and equipment, gross 994,478 650,241 Less: Accumulated depreciation and depletion (58,735) (39,629) Property, plant and equipment, net $ 935,743 $ 610,612 The Company’s depreciation and depletion expense were as follows: For the year ended December 31, (in thousands) 2022 2021 2020 Depreciation expense $ 5,808 $ 6,825 $ 4,702 Depletion expense (1) $ 12,209 $ 17,200 $ 1,961 (1) At the beginning of the fourth quarter of 2021, as a result of an updated life of mine, the Company revised its estimate of the remaining useful life of the mineral rights to approximately 35 years from approximately 23 years. The effect of the change in estimate was a reduction in depletion expense for the years ended December 31, 2022 and 2021 of $6.1 million and $1.5 million, respectively. |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | The Company’s current and non-current portions of long-term debt were as follows: December 31, (in thousands) 2022 2021 Long-term debt Convertible Notes due 2026 $ 690,000 $ 690,000 Less: Unamortized debt issuance costs (11,556) (15,073) Long-term debt, net of current portion $ 678,444 $ 674,927 Long-term debt to related party Offtake Advances $ — $ 16,599 Less: Unamortized debt discount — (517) Net carrying amount — 16,082 Less: Current installments of long-term debt to related party — (16,082) Long-term debt to related party, net of current portion $ — $ — The current and non-current portions of the equipment notes, which are included within the Consolidated Balance Sheets in “Other current liabilities” and “Other non-current liabilities,” respectively, were as follows: December 31, (in thousands) 2022 2021 Equipment notes Current $ 2,392 $ 2,566 Non-current 4,743 7,095 $ 7,135 $ 9,661 |
Interest expense, net | Interest expense related to the Convertible Notes was as follows: For the year ended December 31, (in thousands) 2022 2021 2020 Coupon interest $ 1,725 $ 1,318 $ — Amortization of debt issuance costs 3,517 2,675 — Convertible Notes interest expense $ 5,242 $ 3,993 $ — Interest expense, net, was as follows: For the year ended December 31, (in thousands) 2022 2021 2020 Interest expense $ 6,146 $ 9,168 $ 5,171 Interest capitalized to property, plant and equipment, net (360) (264) (162) Interest expense, net $ 5,786 $ 8,904 $ 5,009 |
Debt maturities | The following is a schedule of debt repayments as of December 31, 2022: (in thousands) Convertible Notes Equipment Notes Year ending December 31, 2023 $ — $ 2,392 2024 — 2,106 2025 — 2,098 2026 690,000 539 2027 — — Thereafter — — Total minimum payments $ 690,000 $ 7,135 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost | Total lease cost included the following components: Location on Consolidated Statements of Operations For the year ended December 31, 2022 2021 2020 Operating lease cost Primarily Cost of sales (including related party) (excluding depreciation, depletion and amortization) $ 424 $ 780 $ 2,466 Finance lease cost Amortization of right-of-use assets Depreciation, depletion and amortization 339 357 268 Interest on lease liabilities Interest expense, net 44 60 50 383 417 318 Short-term lease cost Primarily Cost of sales (including related party) (excluding depreciation, depletion and amortization) 1,509 1,163 1,246 $ 2,316 $ 2,360 $ 4,030 |
ASSET RETIREMENT AND ENVIRONM_2
ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation And Environmental Remediation Obligations [Abstract] | |
Schedule of Change in Asset Retirement Obligation | The following is a summary of the Company’s ARO: December 31, (in thousands) 2022 2021 Beginning balance $ 17,757 $ 25,646 Obligations settled (144) (199) Accretion expense 976 1,876 Additional ARO — 213 Revisions in estimated cash flows (13,114) (9,779) Ending balance $ 5,475 $ 17,757 |
Schedule Of Environmental Remediation Costs | As of December 31, 2022, the total environmental remediation costs were as follows (in thousands): Year ending December 31, 2023 $ 520 2024 536 2025 552 2026 569 2027 587 Thereafter 24,411 Total 27,175 Effect of discounting (10,075) Total environmental obligations $ 17,100 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit (Expense) | Income tax benefit (expense) consisted of the following: For the year ended December 31, (in thousands) 2022 2021 2020 Current: Federal $ (24,382) $ (4,818) $ — State (9,977) (2,915) (156) Total current (34,359) (7,733) (156) Deferred: Federal (19,236) (15,851) 14,088 State 1,447 (1,574) 3,704 Total deferred (17,789) (17,425) 17,792 Total tax benefit (expense) $ (52,148) $ (25,158) $ 17,636 |
Schedule of Loss Before Income Taxes, By Tax Jurisdiction | Income (loss) before income taxes, by tax jurisdiction, was as follows: For the year ended December 31, (in thousands) 2022 2021 2020 United States $ 341,152 $ 160,195 $ (39,461) |
Schedule of Effective Income Tax Rate Reconciliation | Income taxes differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax income (loss) as a result of the following: For the year ended December 31, 2022 2021 2020 (in thousands, except tax rates) Percent Amount Percent Amount Percent Amount Computed income tax benefit (expense) at the statutory rate 21.0 % $ (71,642) 21.0 % $ (33,641) 21.0 % $ 8,287 Changes resulting from: State and local income taxes, net of federal benefits 3.3 % (11,395) 2.7 % (4,288) 4.3 % 1,729 Limitation on officer’s compensation 2.3 % (8,067) 1.7 % (2,638) (1.2) % (478) Depletion in excess of basis (4.5) % 15,248 (6.1) % 9,663 1.1 % 425 Paycheck Protection Loan forgiveness — % — (0.5) % 714 — % — Foreign-derived intangible income (4.0) % 13,676 (1.8) % 2,886 — % — California Competes Tax Credit, net of federal detriment (0.9) % 3,160 (1.2) % 1,975 — % — Excess tax benefits on stock-based compensation (1.0) % 3,575 (0.6) % 974 — % — Valuation allowance (0.8) % 2,845 0.5 % (821) 23.7 % 9,333 Other, net (0.1) % 452 — % 18 (4.2) % (1,660) Total effective tax rate and income tax benefit (expense) 15.3 % $ (52,148) 15.7 % $ (25,158) 44.7 % $ 17,636 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that gave rise to significant portions of the deferred income tax assets and deferred income tax liabilities were as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Asset retirement and environmental obligations $ 5,643 $ 8,744 Net operating losses — 2,174 Inventories 12,448 6,695 Offtake Advances, net of debt discount — 4,034 Shenghe Warrant — 2,329 Research and experimental costs 691 — Stock-based compensation 3,785 2,688 Organization costs 776 860 Credits 346 764 Other 351 636 Gross deferred tax assets 24,040 28,924 Less: Valuation allowance (346) (3,192) Net deferred tax assets 23,694 25,732 Deferred tax liabilities: Property, plant and equipment (36,481) (14,077) Prepaid expenses (1,567) (1,192) Deferred revenue (6,604) (9,938) Mineral rights (101,195) (104,735) Other (200) (290) Total deferred tax liabilities (146,047) (130,232) Non-current deferred tax liabilities, net $ (122,353) $ (104,500) |
BUSINESS COMBINATION AND REVE_2
BUSINESS COMBINATION AND REVERSE RECAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Shares of Common Stock issued and outstanding | After giving effect to the above, shares of the Company’s Common Stock issued and outstanding immediately after the closing of the Business Combination were as follows (including restricted stock issued to certain executives upon closing): Stockholder Number of Shares FVAC public stockholders (1) 34,464,151 Private Placement Warrants 890,000 MPMO unitholders (2) 71,941,538 SNR unitholders 19,999,942 PIPE Financing 20,000,000 Restricted stock issued to certain MPMO executives 2,013,006 Total 149,308,637 (1) Represents the outstanding shares held by FVAC’s public stockholders (Class A common stock) which were not redeemed in connection with the Business Combination. The Company received gross proceeds of $344.7 million and net proceeds of $332.6 million after $12.1 million of underwriting commissions in connection with the sale of these shares. (2) Includes 5,384,563 shares issued relating to the Shenghe Warrant. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Awards Activity | The following table contains information on the Company’s Stock Awards: Number of Shares Weighted-Average Grant Date Fair Value Nonvested as of January 1, 2022 2,869,680 $ 23.51 Granted 406,717 $ 38.52 Vested (1,032,513) $ 22.17 Forfeited (35,721) $ 32.51 Nonvested as of December 31, 2022 2,208,163 $ 26.76 For the year ended December 31, (in thousands) 2022 2021 2020 Cost of sales $ 2,853 $ 4,294 $ 277 Selling, general and administrative 28,554 18,246 4,737 Advanced projects, start-up, development and other 373 391 — Total stock-based compensation expense $ 31,780 $ 22,931 $ 5,014 Stock-based compensation capitalized to property, plant and equipment, net $ 1,286 $ — $ — Income tax benefit for stock-based compensation arrangements $ 4,256 $ 3,185 $ 1,259 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows: December 31, 2022 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 136,627 $ 136,627 $ 136,627 $ — $ — Short-term investments $ 1,045,718 $ 1,045,718 $ 1,045,718 $ — $ — Restricted cash $ 6,882 $ 6,882 $ 6,882 $ — $ — Financial liabilities: Convertible Notes $ 678,444 $ 610,650 $ 610,650 $ — $ — Equipment notes $ 7,135 $ 6,807 $ — $ 6,807 $ — December 31, 2021 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 1,179,297 $ 1,179,297 $ 1,179,297 $ — $ — Restricted cash $ 1,860 $ 1,860 $ 1,860 $ — $ — Financial liabilities: Convertible Notes $ 674,927 $ 880,026 $ 880,026 $ — $ — Offtake Advances $ 16,082 $ 16,501 $ — $ — $ 16,501 Equipment notes $ 9,661 $ 9,737 $ — $ 9,737 $ — |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows: December 31, 2022 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 136,627 $ 136,627 $ 136,627 $ — $ — Short-term investments $ 1,045,718 $ 1,045,718 $ 1,045,718 $ — $ — Restricted cash $ 6,882 $ 6,882 $ 6,882 $ — $ — Financial liabilities: Convertible Notes $ 678,444 $ 610,650 $ 610,650 $ — $ — Equipment notes $ 7,135 $ 6,807 $ — $ 6,807 $ — December 31, 2021 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 1,179,297 $ 1,179,297 $ 1,179,297 $ — $ — Restricted cash $ 1,860 $ 1,860 $ 1,860 $ — $ — Financial liabilities: Convertible Notes $ 674,927 $ 880,026 $ 880,026 $ — $ — Offtake Advances $ 16,082 $ 16,501 $ — $ — $ 16,501 Equipment notes $ 9,661 $ 9,737 $ — $ 9,737 $ — |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted loss per share as their effect is anti-dilutive. For the year ended December 31, 2022 2021 2020 Weighted-average shares outstanding, basic 176,519,203 173,469,546 79,690,821 Assumed conversion of Public Warrants — 2,840,624 — Assumed conversion of Convertible Notes 15,584,409 11,997,860 — Assumed conversion of restricted stock 921,772 1,257,360 — Assumed conversion of RSUs 427,703 278,638 — Weighted-average shares outstanding, diluted 193,453,087 189,844,028 79,690,821 |
Earnings (loss) per share | The following table presents the calculation of basic and diluted EPS for the Company’s Common Stock: For the year ended December 31, (in thousands, except share and per share data) 2022 2021 2020 Calculation of basic EPS: Net income (loss) $ 289,004 $ 135,037 $ (21,825) Weighted-average shares outstanding, basic 176,519,203 173,469,546 79,690,821 Basic EPS $ 1.64 $ 0.78 $ (0.27) Calculation of diluted EPS: Net income (loss) $ 289,004 $ 135,037 $ (21,825) Interest expense, net of tax (1) : Convertible Notes 4,441 3,366 — Diluted income (loss) $ 293,445 $ 138,403 $ (21,825) Weighted-average shares outstanding, diluted 193,453,087 189,844,028 79,690,821 Diluted EPS $ 1.52 $ 0.73 $ (0.27) (1) The years ended December 31, 2022 and 2021, were tax-effected at a rate of 15.3% and 15.7%, respectively. As discussed in Note 8, “Debt Obligations,” the Convertible Notes were issued in March 2021; therefore, no adjustment is required for the year ended December 31, 2020. |
Potentially dilutive securities | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding as they would be anti-dilutive: For the year ended December 31, 2022 2021 2020 Public Warrants — — 11,499,968 Restricted stock — — 1,813,006 RSUs 24,442 18,322 397,662 Total 24,442 18,322 13,710,636 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information and non-cash investing and financing activities were as follows: For the year ended December 31, (in thousands) 2022 2021 2020 Supplemental cash flow information: Cash paid for interest $ 2,096 $ 1,204 $ 3,089 Cash payments related to income taxes, net $ 18,860 $ 4,172 $ 255 Supplemental non-cash investing and financing activities: Property, plant and equipment acquired with equipment notes $ — $ 9,407 $ 1,216 Property, plant and equipment purchased but not yet paid $ 34,569 $ 14,082 $ 4,054 SNR Mineral Rights Acquisition $ — $ — $ 324,125 Revenue recognized in exchange for debt principal reduction $ 13,566 $ 54,802 $ 21,312 Paycheck Protection Loan forgiveness $ — $ 3,401 $ — Decrease in estimates of asset retirement costs $ 10,395 $ 8,713 $ — Operating right-of-use assets obtained in exchange for lease liabilities $ 168 $ — $ 2,932 Finance right-of-use assets obtained in exchange for lease liabilities $ 42 $ 88 $ 724 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||
Interest receivable | $ 2,500,000 | ||
Allowance for credit losses | $ 0 | $ 0 | |
Mineral rights | |||
Concentration Risk [Line Items] | |||
Property, plant and equipment, useful life | 35 years | 33 years | 23 years |
Product sales | Customer concentration risk | Shenghe | Shenghe | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 90% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Land improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 25 years |
Buildings and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Buildings and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
RELATIONSHIP AND AGREEMENTS W_2
RELATIONSHIP AND AGREEMENTS WITH SHENGHE - Offtake Agreement and Original Commercial Agreements (Details) - USD ($) $ in Millions | 1 Months Ended | 18 Months Ended | ||||||
Jun. 05, 2020 | Jun. 20, 2017 | Mar. 31, 2022 | May 31, 2017 | Jun. 30, 2020 | Nov. 16, 2020 | Dec. 31, 2019 | May 22, 2017 | |
Related Party Transaction [Line Items] | ||||||||
Preferred interest percentage held by Shenghe | 9.99% | |||||||
MPMO | ||||||||
Related Party Transaction [Line Items] | ||||||||
Preferred units, outstanding (shares) | 200.86 | 110.98 | ||||||
Offtake Agreement | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Initial term | 2 years | |||||||
Extension period | 1 year | |||||||
Initial Prepayment Amount | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advances | $ 50 | |||||||
Increase in advances | $ 30 | |||||||
Initial Prepayment Amount | Affiliated Entity | Shenghe | ||||||||
Related Party Transaction [Line Items] | ||||||||
Increase in advances | $ 30 | |||||||
First Additional Advance | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advances | $ 30 | |||||||
Shenghe Implied Discount | Affiliated Entity | Shenghe | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shenghe Implied Discount, percentage of contractual gross profit | 36% | 36% |
RELATIONSHIP AND AGREEMENTS W_3
RELATIONSHIP AND AGREEMENTS WITH SHENGHE - Framework Agreement and Restructured Commercial Arrangements (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jun. 05, 2020 | Jun. 02, 2020 | Jun. 20, 2017 | Mar. 31, 2022 | May 31, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||||
Principal payments on debt obligations and finance leases | $ 5,834 | $ 2,435 | $ 20,180 | |||||
Affiliated Entity | Shenghe | ||||||||
Related Party Transaction [Line Items] | ||||||||
Principal payments on debt obligations and finance leases | $ 2,900 | |||||||
Original Offtake Agreement, Second Additional Advance | Affiliated Entity | Shenghe | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advances | $ 35,500 | |||||||
Initial Prepayment Amount | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advances | $ 50,000 | |||||||
Increase in advances | $ 30,000 | |||||||
Initial Prepayment Amount | Affiliated Entity | Shenghe | ||||||||
Related Party Transaction [Line Items] | ||||||||
Increase in advances | $ 30,000 | |||||||
MPMO | A&R Offtake Agreement | Affiliated Entity | Shenghe Warrant | Shenghe | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of preferred units convertible from warrant exercise (in shares) | 89.88 | |||||||
Percentage of equity on a diluted basis after warrant exercise | 7.50% |
RELATIONSHIP AND AGREEMENTS W_4
RELATIONSHIP AND AGREEMENTS WITH SHENGHE - Accounting for the June 2020 Modification (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Non-cash settlement charge | $ 0 | $ 0 | $ 66,615 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | 18 Months Ended | ||
Jun. 20, 2017 | May 31, 2020 | Jun. 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | ||||||
Prepayments received | $ 11,050 | |||||
Affiliated Entity | Shenghe | ||||||
Related Party Transaction [Line Items] | ||||||
Deferred revenue percentage recognized from gross profit | 64% | |||||
Tariff rebates | $ 1,400 | |||||
Affiliated Entity | Shenghe | Offtake Advances | ||||||
Related Party Transaction [Line Items] | ||||||
Reduction in principal debt balance due to tariff rebate | $ 2,000 | $ 9,300 | ||||
Affiliated Entity | Shenghe | Shenghe Implied Discount | ||||||
Related Party Transaction [Line Items] | ||||||
Shenghe Implied Discount, percentage of contractual gross profit | 36% | 36% | ||||
Affiliated Entity | Shenghe | Minimum | Shenge Sales Discount | ||||||
Related Party Transaction [Line Items] | ||||||
Related parties, sales discount | 3% | |||||
Affiliated Entity | Shenghe | Maximum | Shenge Sales Discount | ||||||
Related Party Transaction [Line Items] | ||||||
Related parties, sales discount | 6% |
REVENUE RECOGNITION - Significa
REVENUE RECOGNITION - Significant Activity For Deferred Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 20, 2017 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract With Customer, Liability, Related Parties [Rollforward] | ||||
Opening balance | $ 35,543 | |||
Prepayments received | 11,050 | |||
Revenue recognized in exchange for debt principal reduction | (9,117) | |||
Effect of June 2020 Modification | (37,476) | |||
Ending balance | $ 0 | |||
Deferred revenue expected to be realized, current | $ 6,600 | |||
Affiliated Entity | Shenghe | ||||
Contract With Customer, Liability, Related Parties [Rollforward] | ||||
Deferred revenue percentage recognized from gross profit | 64% | |||
Tariff rebates | $ 1,400 |
CASH, CASH EQUIVALENTS AND IN_3
CASH, CASH EQUIVALENTS AND INVESTMENTS - Amortized Costs, Unrealized Gains and Losses, and Estimated Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total cash and equivalents | ||
Amortized Cost Basis | $ 136,628 | $ 1,179,297 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (2) | 0 |
Estimated Fair Value | 136,627 | 1,179,297 |
Short-term investments: | ||
Amortized Cost Basis | 1,045,464 | 0 |
Unrealized Gains | 362 | 0 |
Unrealized Losses | (108) | 0 |
Short-term investments | 1,045,718 | 0 |
Amortized Cost Basis | 1,182,092 | 1,179,297 |
Unrealized Gains | 363 | 0 |
Unrealized Losses | (110) | 0 |
Total cash, cash equivalents and short-term investments | 1,182,345 | 1,179,297 |
Debt securities, available-for-sale, realized gain | 300 | |
Debt securities, available-for-sale, realized loss | 600 | |
Interest and investment income | 19,800 | |
U.S. agency securities | ||
Short-term investments: | ||
Amortized Cost Basis | 979,878 | 0 |
Unrealized Gains | 361 | 0 |
Unrealized Losses | (17) | 0 |
Short-term investments | 980,222 | 0 |
U.S. Treasury securities | ||
Short-term investments: | ||
Amortized Cost Basis | 65,586 | 0 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (91) | 0 |
Short-term investments | 65,496 | 0 |
Demand deposits | ||
Total cash and equivalents | ||
Amortized Cost Basis | 7,373 | 26,536 |
Estimated Fair Value | 7,373 | 26,536 |
Total cash equivalents | ||
Total cash and equivalents | ||
Amortized Cost Basis | 129,255 | 1,152,761 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (2) | 0 |
Estimated Fair Value | 129,254 | 1,152,761 |
Money market funds | ||
Total cash and equivalents | ||
Amortized Cost Basis | 64,855 | 1,152,761 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 64,855 | 1,152,761 |
U.S. agency securities | ||
Total cash and equivalents | ||
Amortized Cost Basis | 63,605 | 0 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (2) | 0 |
Estimated Fair Value | 63,604 | 0 |
U.S. Treasury securities | ||
Total cash and equivalents | ||
Amortized Cost Basis | 795 | 0 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 795 | $ 0 |
CASH, CASH EQUIVALENTS AND IN_4
CASH, CASH EQUIVALENTS AND INVESTMENTS - Schedule of Investments Classified by Contractual Maturity Date (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Securities, Available-for-Sale, Fair Value, Fiscal Year Maturity [Abstract] | |
Due within one year | $ 1,052,364 |
Due after one year through two years | 57,753 |
Total | $ 1,110,117 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Materials and supplies | $ 28,590 | $ 10,711 |
In-process | 27,212 | 25,574 |
Finished goods | 1,752 | 2,407 |
Total current inventories | 57,554 | 38,692 |
Add: Non-current portion | 5,744 | 0 |
Total Current and Non-Current Inventories | $ 63,298 | $ 38,692 |
INVENTORIES - Narrative (Detail
INVENTORIES - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||||
Write-down of inventories | $ 1,800,000 | $ 0 | $ 1,809,000 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 994,478 | $ 650,241 |
Less: Accumulated depreciation and depletion | (58,735) | (39,629) |
Property, plant and equipment, net | 935,743 | 610,612 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 16,102 | 7,925 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 186,388 | 61,822 |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 338,482 | 134,327 |
Mineral rights | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 438,395 | 437,376 |
Building and Building Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 15,111 | $ 8,791 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2022 | Nov. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Capitalized expenditures | $ 361,200,000 | $ 138,000,000 | $ 26,200,000 | |||
Assets transferred | $ 121,000,000 | |||||
Proceeds from government awards used for construction | 5,130,000 | 4,382,000 | 0 | |||
Technology investment agreement, stage II optimization contribution | 100,000 | 100,000 | $ 9,600,000 | |||
Optimization contribution | $ 35,000,000 | |||||
Decrease in property, plant and equipment | 10,400,000 | 8,700,000 | ||||
Decrease in depreciation expense | 2,700,000 | 1,100,000 | ||||
Asset impairment charges | 0 | 0 | $ 0 | |||
Assets under construction | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Decrease in property, plant and equipment | 6,700,000 | 3,200,000 | ||||
Buildings and building improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Decrease in property, plant and equipment | $ 600,000 | 2,000,000 | ||||
Machinery and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Assets transferred | $ 115,200,000 | |||||
Decrease in property, plant and equipment | $ 2,400,000 |
PROPERTY, PLANT AND EQUIPENT -
PROPERTY, PLANT AND EQUIPENT - Depreciation and Depletion Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 5,808 | $ 6,825 | $ 4,702 | |
Depletion expense | 12,209 | 17,200 | $ 1,961 | |
Property, Plant and Equipment [Line Items] | ||||
Reduction in depletion | $ 6,100 | $ 1,500 | ||
Mineral rights | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 35 years | 33 years | 23 years |
DEBT OBLIGATIONS - Current and
DEBT OBLIGATIONS - Current and Non-current Portions of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Unamortized debt issuance costs | $ (11,556) | $ (15,073) |
Long-term debt, net of current portion | 678,444 | 674,927 |
Long-term debt to related party | ||
Debt Instrument [Line Items] | ||
Less: Unamortized debt discount | 0 | (517) |
Net carrying amount | 0 | 16,082 |
Less: Current installments of long-term debt to related party | 0 | (16,082) |
Long-term debt, net of current portion | 0 | 0 |
Convertible Notes | Convertible Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt to related parties, gross | 690,000 | 690,000 |
Net carrying amount | 690,000 | |
Offtake Advances | Long-term debt to related party | ||
Debt Instrument [Line Items] | ||
Long-term debt to related parties, gross | $ 0 | $ 16,599 |
DEBT OBLIGATIONS - Convertible
DEBT OBLIGATIONS - Convertible Notes (Details) - Convertible Notes - Convertible Notes Due 2026 $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 26, 2021 USD ($) d $ / shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||
Amount borrowed | $ 690,000 | ||
Debt instrument, interest rate, stated percentage | 0.25% | ||
Proceeds from convertible debt | $ 672,300 | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 44.28 | ||
Debt instrument, convertible, conversion ratio | 0.0225861 | ||
Debt instrument, convertible, number of equity instruments (in shares) | shares | 19,714,266 | ||
Debt instrument, redemption price, percentage | 100% | ||
Outstanding balance, gross | $ 690,000 | $ 690,000 | |
Effective interest rate | 0.51% | ||
Debt term | 3 years 3 months 18 days | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, conversion ratio | 0.0285714 | ||
Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, threshold trading days | d | 20 | ||
Threshold consecutive trading days | d | 30 | ||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||
Number of business days in which debt can be converted | 5 days | ||
Consecutive business days | 5 days | ||
Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, percentage of product of the last reported sale price of the company’s common stock and the conversion rate on each such trading day | 98% |
DEBT OBLIGATIONS - Interest Exp
DEBT OBLIGATIONS - Interest Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Interest Expense, Debt | $ 6,146 | $ 9,168 | $ 5,171 |
Interest Costs Capitalized | (360) | (264) | (162) |
Interest expense, net | 5,786 | 8,904 | 5,009 |
Convertible Notes Due 2026 | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Coupon interest | 1,725 | 1,318 | 0 |
Amortization of debt issuance costs | 3,517 | 2,675 | 0 |
Interest Expense, Debt | $ 5,242 | $ 3,993 | $ 0 |
DEBT OBLIGATIONS - Offtake Adva
DEBT OBLIGATIONS - Offtake Advances (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Jan. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Principal payments on debt obligations and finance leases | $ 5,834 | $ 2,435 | $ 20,180 | ||||
Shenghe | Affiliated Entity | |||||||
Debt Instrument [Line Items] | |||||||
Principal payments on debt obligations and finance leases | $ 2,900 | ||||||
Shenghe | |||||||
Debt Instrument [Line Items] | |||||||
Rebate income | $ 2,200 | $ 9,700 | |||||
Gross profit, higher than estimate | 400 | ||||||
Long-term debt to related party | |||||||
Debt Instrument [Line Items] | |||||||
Debt discount | 0 | 517 | |||||
Current | 0 | 16,082 | |||||
Offtake Advances | Long-term debt to related party | |||||||
Debt Instrument [Line Items] | |||||||
Required payments, percent of net profits from sales of assets | 100% | ||||||
Required payments, percent of net income | 100% | ||||||
Reduction in debt as a result of sales | 14,200 | 52,800 | 12,000 | ||||
Reduction due to sales to other parties | 200 | 200 | |||||
Outstanding balance, gross | $ 0 | 16,599 | |||||
Reduction in debt principal due to change in price estimates | 2,200 | 10,100 | |||||
Reduction in debt discount due to change in price estimates | $ 200 | $ 800 | |||||
Offtake Advances | Long-term debt to related party | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate | 4.41% | ||||||
Offtake Advances | Long-term debt to related party | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate | 24.75% | ||||||
Offtake Advances | Second Offtake Advance | |||||||
Debt Instrument [Line Items] | |||||||
Advance funded | $ 35,500 |
DEBT OBLIGATIONS - Equipment No
DEBT OBLIGATIONS - Equipment Notes Narrative (Details) - Equipment notes | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Debt Instrument [Line Items] | |
Debt term | 4 years |
Interest rate | 0% |
Maximum | |
Debt Instrument [Line Items] | |
Debt term | 5 years |
Interest rate | 6.50% |
DEBT OBLIGATIONS - Equipment _2
DEBT OBLIGATIONS - Equipment Notes (Details) - Equipment notes - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Equipment notes | ||
Current | $ 2,392 | $ 2,566 |
Non-current | 4,743 | 7,095 |
Net carrying amount | $ 7,135 | $ 9,661 |
DEBT OBLIGATIONS - Paycheck Pro
DEBT OBLIGATIONS - Paycheck Protection Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Gain on forgiveness of Paycheck Protection Loan | $ 0 | $ 3,401 | $ 0 | |
Notes | Paycheck Protection Program Loan | ||||
Debt Instrument [Line Items] | ||||
Proceeds from debt issuance | $ 3,400 | |||
Gain on forgiveness of Paycheck Protection Loan | $ 3,400 |
DEBT OBLIGATIONS - Debt Maturit
DEBT OBLIGATIONS - Debt Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Convertible Notes | Convertible Notes Due 2026 | |
Year ending December 31, | |
2023 | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 690,000 |
2027 | 0 |
Thereafter | 0 |
Net carrying amount | 690,000 |
Equipment notes | |
Year ending December 31, | |
2023 | 2,392 |
2024 | 2,106 |
2025 | 2,098 |
2026 | 539 |
2027 | 0 |
Thereafter | 0 |
Net carrying amount | $ 7,135 |
LEASES - Additional Information
LEASES - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) renewalOption | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Initial term | 91 months | |
Number of renewal options | renewalOption | 1 | |
Renewal options term | 5 years | |
Annual base rent | $ 1.2 | |
Tenant improvement allowance | 1.8 | |
Prepaid rent | $ 0.6 | $ 0.2 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease terms | 1 month | |
Lease renewal terms | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease terms | 5 years | |
Lease renewal terms | 5 years |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 424 | $ 780 | $ 2,466 |
Finance lease cost | |||
Amortization of right-of-use assets | 339 | 357 | 268 |
Interest on lease liabilities | 44 | 60 | 50 |
Finance lease cost | 383 | 417 | 318 |
Short-term lease cost | 1,509 | 1,163 | 1,246 |
Lease cost | $ 2,316 | $ 2,360 | $ 4,030 |
ASSET RETIREMENT AND ENVIRONM_3
ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unusual Risk or Uncertainty [Line Items] | |||
Revision of estimate | $ 13,100 | $ 13,114 | $ 9,779 |
Decrease in property, plant and equipment | 10,400 | 8,700 | |
Decrease in depreciation expense | 2,700 | 1,100 | |
Asset retirement obligation, current | 200 | 100 | |
Estimated undiscounted cash flows, to satisfy obligation | $ 50,400 | 167,300 | |
Remediation term | 25 years | ||
Discount rate | 2.93% | ||
Environmental obligations, undiscounted cost | $ 27,175 | 27,700 | |
Environmental obligations, current | $ 500 | $ 500 | |
Environmental Loss Contingency, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | |
Closure and reclamation obligations, financial assurances | $ 43,500 | $ 39,000 | |
Machinery and equipment | |||
Unusual Risk or Uncertainty [Line Items] | |||
Decrease in property, plant and equipment | $ 2,400 | ||
Minimum | |||
Unusual Risk or Uncertainty [Line Items] | |||
Asset retirement obligations, credit-adjusted risk free rate | 6.50% | ||
Maximum | |||
Unusual Risk or Uncertainty [Line Items] | |||
Asset retirement obligations, credit-adjusted risk free rate | 12% |
ASSET RETIREMENT AND ENVIRONM_4
ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS - Summary of Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Beginning balance | $ 5,475 | $ 17,757 | $ 25,646 | |
Obligations settled | (144) | (199) | ||
Accretion expense | 976 | 1,876 | ||
Additional ARO | 0 | 213 | ||
Revisions in estimated cash flows | $ (13,100) | (13,114) | (9,779) | |
Ending balance | $ 5,475 | $ 17,757 |
ASSET RETIREMENT AND ENVIRONM_5
ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS - Schedule of Environmental Remediation Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Asset Retirement Obligation And Environmental Remediation Obligations [Abstract] | ||
2023 | $ 520 | |
2024 | 536 | |
2025 | 552 | |
2026 | 569 | |
2027 | 587 | |
Thereafter | 24,411 | |
Total | 27,175 | $ 27,700 |
Effect of discounting | (10,075) | |
Total environmental obligations | $ 17,100 | |
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] | Environmental obligations |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ (24,382) | $ (4,818) | $ 0 |
State | (9,977) | (2,915) | (156) |
Total current | (34,359) | (7,733) | (156) |
Deferred: | |||
Federal | (19,236) | (15,851) | 14,088 |
State | 1,447 | (1,574) | 3,704 |
Total deferred | (17,789) | (17,425) | 17,792 |
Income tax benefit (expense) | $ (52,148) | $ (25,158) | $ 17,636 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Certain deductible expenditures incurred as a reduction in Business Combination proceeds | $ 400 | $ 4,700 | |
California Competes Tax Credit, net of federal detriment | $ 3,160 | 1,975 | $ 0 |
California Franchise Tax Board | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 14,800 | ||
California Competes Tax Credit, net of federal detriment | 4,000 | 2,500 | |
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 0 | $ 7,400 |
INCOME TAXES - Schedule of In_2
INCOME TAXES - Schedule of Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes, United States | $ 341,152 | $ 160,195 | $ (39,461) |
INCOME TAXES - Schedule of In_3
INCOME TAXES - Schedule of Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Computed income tax benefit (expense) at the statutory rate | 21% | 21% | 21% |
State and local income taxes, net of federal benefits | 3.30% | 2.70% | 4.30% |
Limitation on officer’s compensation | 2.30% | 1.70% | (1.20%) |
Depletion in excess of basis | (4.50%) | (6.10%) | 1.10% |
Paycheck Protection Loan forgiveness | 0% | (0.50%) | 0% |
Foreign-derived intangible income | (4.00%) | (1.80%) | 0% |
California Competes Tax Credit, net of federal detriment | (0.90%) | (1.20%) | 0% |
Excess tax benefits on stock-based compensation | (1.00%) | (0.60%) | 0% |
Valuation allowance | (0.80%) | 0.50% | 23.70% |
Other, net | (0.10%) | 0% | (4.20%) |
Total effective tax rate and income tax benefit (expense) | 15.30% | 15.70% | 44.70% |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Computed income tax benefit (expense) at the statutory rate | $ (71,642) | $ (33,641) | $ 8,287 |
State and local income taxes, net of federal benefits | (11,395) | (4,288) | 1,729 |
Limitation on officer’s compensation | (8,067) | (2,638) | (478) |
Depletion in excess of basis | 15,248 | 9,663 | 425 |
Paycheck Protection Loan forgiveness | 0 | 714 | 0 |
Foreign-derived intangible income | 13,676 | 2,886 | 0 |
California Competes Tax Credit, net of federal detriment | 3,160 | 1,975 | 0 |
Excess tax benefits on stock-based compensation | 3,575 | 974 | 0 |
Valuation allowance | 2,845 | (821) | 9,333 |
Other, net | 452 | 18 | (1,660) |
Income tax benefit (expense) | $ (52,148) | $ (25,158) | $ 17,636 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets, Net [Abstract] | ||
Asset retirement and environmental obligations | $ 5,643 | $ 8,744 |
Net operating losses | 0 | 2,174 |
Inventories | 12,448 | 6,695 |
Offtake Advances, net of debt discount | 0 | 4,034 |
Shenghe Warrant | 0 | 2,329 |
Research and experimental costs | 691 | 0 |
Stock-based compensation | 3,785 | 2,688 |
Organization costs | 776 | 860 |
Credits | 346 | 764 |
Other | 351 | 636 |
Gross deferred tax assets | 24,040 | 28,924 |
Less: Valuation allowance | (346) | (3,192) |
Net deferred tax assets | 23,694 | 25,732 |
Deferred Tax Liabilities, Net [Abstract] | ||
Property, plant and equipment | (36,481) | (14,077) |
Prepaid expenses | (1,567) | (1,192) |
Deferred revenue | (6,604) | (9,938) |
Mineral rights | (101,195) | (104,735) |
Other | (200) | (290) |
Total deferred tax liabilities | (146,047) | (130,232) |
Non-current deferred tax liabilities, net | $ (122,353) | $ (104,500) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 1 Months Ended |
Oct. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Settlement charge | $ 1 |
BUSINESS COMBINATION AND REVE_3
BUSINESS COMBINATION AND REVERSE RECAPITALIZATION - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Nov. 17, 2020 USD ($) $ / shares shares | Nov. 16, 2020 USD ($) $ / shares shares | Jul. 15, 2020 USD ($) shares | Dec. 31, 2020 shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 $ / shares shares | |
Business Acquisition [Line Items] | ||||||||
Merger exchange ratio | 59,908.35 | |||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Capitalized expenditures | $ 361,200 | $ 138,000 | $ 26,200 | |||||
Direct and incremental costs | $ 33,500 | |||||||
Costs recorded to additional paid-in capital | 28,200 | |||||||
Costs expensed to general and administrative expenses | $ 3,300 | |||||||
Earnout Shares | FVAP | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnout shares (shares) | shares | 12,860,000 | |||||||
Estimated fair value of Earnout Shares | $ 171,200 | |||||||
MPMO Earnout Shares | FVAP | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated fair value of Earnout Shares | 134,000 | |||||||
SNR Earnout Shares | FVAP | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated fair value of Earnout Shares | $ 37,200 | |||||||
SNR | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock issued for asset acquisition (shares) | shares | 19,999,942 | |||||||
Total cost of acquisition | $ 324,100 | |||||||
Deferred tax liability | (109,100) | |||||||
Asset acquisition, transaction costs | 2,000 | |||||||
SNR | Mineral rights | ||||||||
Business Acquisition [Line Items] | ||||||||
Capitalized expenditures | $ 434,700 | |||||||
MPMO | Conversion of common and preferred units into common stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion of stock, shares issued (shares) | shares | 71,941,538 | |||||||
Private Placement | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock sold (shares) | shares | 20,000,000 | |||||||
Common stock sold, aggregate purchase price | $ 200,000 | |||||||
Earnout Shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock issuances (shares) | shares | 12,859,898 | |||||||
Vesting Shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock issuances (shares) | shares | 8,625,000 | |||||||
MPMO | ||||||||
Business Acquisition [Line Items] | ||||||||
Common unit, outstanding (shares) | shares | 1,000 | |||||||
Common units, par value (usd per share) | $ / shares | $ 0 | |||||||
Preferred units, outstanding (shares) | shares | 200.86 | 110.98 | ||||||
Preferred units, par value (usd per share) | $ / shares | $ 0 | $ 0 | ||||||
Preferred units issued (shares) | shares | 89.88 | |||||||
MPMO | SNR | ||||||||
Business Acquisition [Line Items] | ||||||||
Liability related to minimum royalty | $ 3,900 | |||||||
Sponsor | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of warrants exchanged (shares) | shares | 5,933,333 | |||||||
Stock issued upon conversion of warrants (shares) | shares | 890,000 |
BUSINESS COMBINATION AND REVE_4
BUSINESS COMBINATION AND REVERSE RECAPITALIZATION - Common Shares Issued and Outstanding (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Nov. 17, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Total outstanding (shares) | 149,308,637 | 177,706,608 | 177,816,554 | |
Total issued (shares) | 149,308,637 | 177,706,608 | 177,816,554 | |
Payment of underwriting and transaction costs | $ 0 | $ 0 | $ 40,325 | |
Shenghe | ||||
Business Acquisition [Line Items] | ||||
Shares issued, warrant exercised | 5,384,563 | |||
FVAC public stockholders | ||||
Business Acquisition [Line Items] | ||||
Total outstanding (shares) | 34,464,151 | |||
Total issued (shares) | 34,464,151 | |||
Gross proceeds sale of shares | $ 344,700 | |||
Net proceeds sale of shares | 332,600 | |||
Payment of underwriting and transaction costs | $ 12,100 | |||
Private Placement Warrants | ||||
Business Acquisition [Line Items] | ||||
Total outstanding (shares) | 890,000 | |||
Total issued (shares) | 890,000 | |||
MPMO unitholders | ||||
Business Acquisition [Line Items] | ||||
Total outstanding (shares) | 71,941,538 | |||
Total issued (shares) | 71,941,538 | |||
SNR unitholders | ||||
Business Acquisition [Line Items] | ||||
Total outstanding (shares) | 19,999,942 | |||
Total issued (shares) | 19,999,942 | |||
PIPE Financing | ||||
Business Acquisition [Line Items] | ||||
Total outstanding (shares) | 20,000,000 | |||
Total issued (shares) | 20,000,000 | |||
Restricted stock issued to certain MPMO executives | ||||
Business Acquisition [Line Items] | ||||
Total outstanding (shares) | 2,013,006 | |||
Total issued (shares) | 2,013,006 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | May 04, 2021 | Nov. 17, 2020 | Nov. 16, 2020 | May 04, 2020 | |
Class of Warrant or Right [Line Items] | |||||||
Capital stock, authorized (shares) | 500,000,000 | 221,000,000 | |||||
Common stock, authorized (shares) | 450,000,000 | 450,000,000 | 450,000,000 | ||||
Preferred stock, authorized (shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, outstanding (shares) | 177,816,554 | 177,706,608 | 149,308,637 | ||||
Common stock, issued (shares) | 177,816,554 | 177,706,608 | 149,308,637 | ||||
Vesting Shares | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common stock issuances (shares) | 8,625,000 | ||||||
Earnout Shares | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common stock issuances (shares) | 12,859,898 | ||||||
Public Warrant | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of securities called by warrants (in shares) | 11,499,968 | ||||||
Exercise price of warrants (usd per share) | $ 11.50 | ||||||
Redemption price per share (usd per share) | $ 0.01 | ||||||
The shares surrendered per warrant for a cashless exercise of the public warrants | 0.3808 | ||||||
Redemption of Public Warrants (shares) | 7,080,005 | ||||||
Number cashless exercised (shares) | 11,434,455 | ||||||
Number of warrants redeemed (shares) | 65,513 | ||||||
Cashless Exercise Of Public Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
The shares received per warrant for the cashless exercise of the public warrants | 0.6192 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Nov. 17, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | 406,717 | ||||
Shares vested (in shares) | 1,032,513 | ||||
Requisite service period | 4 years | ||||
Granted (in USD per share) | $ 38.52 | $ 41.24 | $ 14.53 | ||
Unamortized compensation cost not yet recognized | $ 29,900 | ||||
Unamortized compensation costs not yet recognized, weighted-average recognition period | 1 year 10 months 24 days | ||||
Shares vested, fair value | $ 40,000 | $ 10,900 | $ 2,900 | ||
Stock-based compensation expense | 31,780 | 22,931 | 5,014 | ||
Stock-based compensation expense, amount capitalized | 1,286 | 0 | 0 | ||
Tax benefit, stock-based compensation expense | $ 4,256 | $ 3,185 | $ 1,259 | ||
Restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | 2,013,006 | ||||
Shares vested (in shares) | 200,000 | ||||
Vesting period | 4 years | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | 382,742 | 1,026,387 | 386,639 | ||
Shares vested (in shares) | 36,461 | 80,350 | |||
Vesting period | 4 years | ||||
Requisite service period | 4 years | ||||
RSUs | Non-employee directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | 23,975 | 18,394 | 15,922 | ||
Shares vested (in shares) | 6,881 | 5,810 | |||
2020 Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuance (shares) | 9,653,671 | ||||
Annual increase percentage in shares available for issuance | 2% | ||||
Shares available for future grants (in shares) | 6,551,497 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock Awards Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Beginning balance (in shares) | 2,869,680 | ||
Granted (in shares) | 406,717 | ||
Vested (in shares) | (1,032,513) | ||
Forfeited (in shares) | (35,721) | ||
Ending balance (in shares) | 2,208,163 | 2,869,680 | |
Weighted-Average Grant Date Fair Value | |||
Beginning balance (in USD per share) | $ 23.51 | ||
Granted (in USD per share) | 38.52 | $ 41.24 | $ 14.53 |
Vested (in USD per share) | 22.17 | ||
Forfeited (in USD per share) | 32.51 | ||
Ending balance (in USD per share) | $ 26.76 | $ 23.51 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation and Related Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 31,780 | $ 22,931 | $ 5,014 |
Stock-based compensation capitalized to property, plant and equipment, net | 1,286 | 0 | 0 |
Income tax benefit for stock-based compensation arrangements | 4,256 | 3,185 | 1,259 |
Cost of sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 2,853 | 4,294 | 277 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 28,554 | 18,246 | 4,737 |
Advanced projects, start-up, development and other | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 373 | $ 391 | $ 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financial assets: | ||
Cash and cash equivalents | $ 136,627 | $ 1,179,297 |
Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 136,627 | 1,179,297 |
Short-term investments | 1,045,718 | |
Restricted cash | 6,882 | 1,860 |
Level 2 | ||
Financial assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | |
Restricted cash | 0 | 0 |
Level 3 | ||
Financial assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | |
Restricted cash | 0 | 0 |
Convertible Notes | Level 1 | ||
Financial liabilities: | ||
Debt fair value | 610,650 | 880,026 |
Convertible Notes | Level 2 | ||
Financial liabilities: | ||
Debt fair value | 0 | 0 |
Convertible Notes | Level 3 | ||
Financial liabilities: | ||
Debt fair value | 0 | 0 |
Offtake Advances | Level 1 | ||
Financial liabilities: | ||
Debt fair value | 0 | |
Offtake Advances | Level 2 | ||
Financial liabilities: | ||
Debt fair value | 0 | |
Offtake Advances | Level 3 | ||
Financial liabilities: | ||
Debt fair value | 16,501 | |
Equipment notes | Level 1 | ||
Financial liabilities: | ||
Debt fair value | 0 | 0 |
Equipment notes | Level 2 | ||
Financial liabilities: | ||
Debt fair value | 6,807 | 9,737 |
Equipment notes | Level 3 | ||
Financial liabilities: | ||
Debt fair value | 0 | 0 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents | 136,627 | 1,179,297 |
Short-term investments | 1,045,718 | |
Restricted cash | 6,882 | 1,860 |
Carrying Amount | Convertible Notes | ||
Financial liabilities: | ||
Debt fair value | 678,444 | 674,927 |
Carrying Amount | Offtake Advances | ||
Financial liabilities: | ||
Debt fair value | 16,082 | |
Carrying Amount | Equipment notes | ||
Financial liabilities: | ||
Debt fair value | 7,135 | 9,661 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents | 136,627 | 1,179,297 |
Short-term investments | 1,045,718 | |
Restricted cash | 6,882 | 1,860 |
Fair Value | Convertible Notes | ||
Financial liabilities: | ||
Debt fair value | 610,650 | 880,026 |
Fair Value | Offtake Advances | ||
Financial liabilities: | ||
Debt fair value | 16,501 | |
Fair Value | Equipment notes | ||
Financial liabilities: | ||
Debt fair value | $ 6,807 | $ 9,737 |
EARNINGS (LOSS) PER SHARE - Wei
EARNINGS (LOSS) PER SHARE - Weighted Average Number of Shares Outstanding (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 04, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Basic (in shares) | 176,519,203 | 173,469,546 | 79,690,821 | |
Assumed conversion of Public Warrants (shares) | 0 | 2,840,624 | 0 | |
Assumed conversion of Convertible Notes (shares) | 15,584,409 | 11,997,860 | 0 | |
Diluted (in shares) | 193,453,087 | 189,844,028 | 79,690,821 | |
Public Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by warrants (in shares) | 11,499,968 | |||
Exercise price of warrants (usd per share) | $ 11.50 | |||
Restricted stock | ||||
Class of Warrant or Right [Line Items] | ||||
Assumed conversion of restricted stock awards (shares) | 921,772 | 1,257,360 | 0 | |
RSUs | ||||
Class of Warrant or Right [Line Items] | ||||
Assumed conversion of restricted stock awards (shares) | 427,703 | 278,638 | 0 |
EARNINGS (LOSS) PER SHARE - Cal
EARNINGS (LOSS) PER SHARE - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Calculation of basic EPS: | |||
Net income (loss) | $ 289,004 | $ 135,037 | $ (21,825) |
Basic (in shares) | 176,519,203 | 173,469,546 | 79,690,821 |
Basic (in USD per share) | $ 1.64 | $ 0.78 | $ (0.27) |
Calculation of diluted EPS: | |||
Interest expense on convertible debt, net of tax | $ 4,441 | $ 3,366 | $ 0 |
Diluted income (loss) | $ 293,445 | $ 138,403 | $ (21,825) |
Diluted (in shares) | 193,453,087 | 189,844,028 | 79,690,821 |
Diluted (in USD per share) | $ 1.52 | $ 0.73 | $ (0.27) |
Effective tax rate | 15.30% | 15.70% | 44.70% |
EARNINGS (LOSS) PER SHARE - Pot
EARNINGS (LOSS) PER SHARE - Potentially Dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 24,442 | 18,322 | 13,710,636 |
Public Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 0 | 0 | 11,499,968 |
Restricted stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 0 | 0 | 1,813,006 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 24,442 | 18,322 | 397,662 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Affiliated Entity - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 487 | $ 326.6 | $ 133.7 |
Purchases from related party | 18.5 | 4.8 | 2.6 |
Accounts receivable, related parties, current | 29.8 | 49.9 | |
Non-Concentrate Products | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 9.7 | ||
Shipping And Freight Related Agreements With Shenghe | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 88.6 | $ 76 | $ 63.3 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental cash flow information: | |||
Cash paid for interest | $ 2,096 | $ 1,204 | $ 3,089 |
Cash payments related to income taxes, net | 18,860 | 4,172 | 255 |
Supplemental non-cash investing and financing activities: | |||
Property, plant and equipment acquired with equipment notes | 0 | 9,407 | 1,216 |
Property, plant and equipment purchased but not yet paid | 34,569 | 14,082 | 4,054 |
SNR Mineral Rights Acquisition | 0 | 0 | 324,125 |
Revenue recognized in exchange for debt principal reduction | 13,566 | 54,802 | 21,312 |
Paycheck Protection Loan forgiveness | 0 | 3,401 | 0 |
Decrease in estimates of asset retirement costs | 10,395 | 8,713 | 0 |
Operating right-of-use assets obtained in exchange for lease liabilities | 168 | 0 | 2,932 |
Finance right-of-use assets obtained in exchange for lease liabilities | $ 42 | $ 88 | $ 724 |