Subsidiary Guarantor Financial Information | 9 Months Ended |
Sep. 30, 2013 |
Subsidiary Guarantor Financial Information [Abstract] | ' |
Subsidiary Guarantor Financial Information | ' |
(25)Subsidiary Guarantor Financial Information |
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The Senior Notes are jointly, severally and unconditionally guaranteed by all of Molycorp, Inc.'s existing and future domestic material subsidiaries, as defined in the indenture governing the Senior Notes. The Senior Notes guarantee of a guarantor will automatically terminate, and the obligations of such guarantor under the Senior Notes guarantee will be unconditionally released and discharged, upon (all terms as defined in the indenture governing the Senior Notes): |
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-1 | any sale, exchange, transfer or other disposition of a majority of the capital stock of (including by way of consolidation or merger) such guarantor by Molycorp or any restricted subsidiary to any person or persons, as a result of which such guarantor is no longer a direct or indirect subsidiary of Molycorp; | | | | | | | | | | | | | |
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-2 | any sale, exchange, transfer or other disposition of all or substantially all assets of such guarantor that results in such guarantor having no assets; | | | | | | | | | | | | | |
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-3 | the designation by Molycorp of such guarantor as an unrestricted subsidiary; or | | | | | | | | | | | | | |
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-4 | defeasance or discharge of the Senior Notes; | | | | | | | | | | | | | |
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provided that any such event occurs in accordance with all other applicable provisions of the indenture. |
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Presented below are the condensed consolidating financial statements of Molycorp, Inc. (“Parent”) as issuer, its combined guarantor subsidiaries and its combined non-guarantor subsidiaries, which are presented as an alternative to providing separate financial statements for the guarantors. The accounts of the Parent, the guarantor and non-guarantor subsidiaries are presented using the equity method of accounting for investments in subsidiaries for purposes of these condensed consolidating financial statements only. Certain of the prior periods separate financial information has been reclassified to conform to the presentation of the most recent period herein disclosed. |
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| At September 30, 2013 |
| (In thousands) |
| | | | Guarantor | | Non-Guarantor | | | | | Molycorp, Inc. |
Condensed Consolidating Balance Sheets | Parent | | Subsidiaries | | Subsidiaries | | Eliminations | | consolidated |
Current assets: | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 31,207 | | $ | 8,914 | | $ | 133,793 | | $ | — | | $ | 173,914 |
Trade accounts receivable, net | | — | | | 3,012 | | | 55,188 | | | — | | | 58,200 |
Inventory | | — | | | 34,044 | | | 149,397 | | | — | | | 183,441 |
Deferred charges | | — | | | 1,329 | | | 1,751 | | | — | | | 3,080 |
Deferred tax assets | | — | | | — | | | 8,478 | | | — | | | 8,478 |
Income tax receivable | | — | | | 20,243 | | | 53 | | | — | | | 20,296 |
Prepaid expenses and other current assets | | — | | | 9,559 | | | 16,101 | | | — | | | 25,660 |
Total current assets | | 31,207 | | | 77,101 | | | 364,761 | | | — | | | 473,069 |
Non-current assets: | | | | | | | | | | | | | | |
Deposits | | 1,754 | | | 24,243 | | | — | | | — | | | 25,997 |
Property, plant and equipment, net | | — | | | 1,620,346 | | | 158,738 | | | — | | | 1,779,084 |
Inventory | | — | | | 24,325 | | | — | | | — | | | 24,325 |
Intangible assets, net | | — | | | 459 | | | 419,012 | | | — | | | 419,471 |
Investments | | — | | | 43,425 | | | 15,324 | | | — | | | 58,749 |
Goodwill | | — | | | — | | | 239,742 | | | — | | | 239,742 |
Investments in consolidated subsidiaries | | 699,379 | | | 122,784 | | | — | | | -822,163 | | | — |
Intercompany accounts receivable | | 1,920,116 | | | — | | | 791 | | | -1,920,907 | | | — |
Other non-current assets | | — | | | 785 | | | 6,054 | | | — | | | 6,839 |
Total non-current assets | | 2,621,249 | | | 1,836,367 | | | 839,661 | | | -2,743,070 | | | 2,554,207 |
Total assets | $ | 2,652,456 | | $ | 1,913,468 | | $ | 1,204,422 | | $ | -2,743,070 | | $ | 3,027,276 |
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Current liabilities: | | | | | | | | | | | | | | |
Trade accounts payable | $ | — | | $ | 70,498 | | $ | 37,384 | | $ | — | | $ | 107,882 |
Accrued expenses | | 27,695 | | | 12,375 | | | 21,375 | | | — | | | 61,445 |
Income tax payable | | — | | | 7 | | | 8,432 | | | -6,731 | | | 1,708 |
Debt and capital lease obligations | | — | | | 1,861 | | | 14,812 | | | — | | | 16,673 |
Other current liabilities | | — | | | 6,689 | | | — | | | — | | | 6,689 |
Total current liabilities | | 27,695 | | | 91,430 | | | 82,003 | | | -6,731 | | | 194,397 |
Non-current liabilities: | | | | | | | | | | | | | | |
Asset retirement obligation | | — | | | 14,084 | | | — | | | — | | | 14,084 |
Deferred tax liabilities | | — | | | — | | | 118,411 | | | 6,731 | | | 125,142 |
Debt and capital lease obligations | | 1,331,839 | | | 18,850 | | | 5,567 | | | — | | | 1,356,256 |
Derivative liability | | — | | | — | | | 6,819 | | | — | | | 6,819 |
Pension liabilities | | — | | | — | | | 3,431 | | | — | | | 3,431 |
Intercompany accounts payable | | — | | | 1,916,264 | | | 4,643 | | | -1,920,907 | | | — |
Other non-current liabilities | | — | | | 1,340 | | | 712 | | | — | | | 2,052 |
Total non-current liabilities | | 1,331,839 | | | 1,950,538 | | | 139,583 | | | -1,914,176 | | | 1,507,784 |
Total liabilities | $ | 1,359,534 | | $ | 2,041,968 | | $ | 221,586 | | $ | -1,920,907 | | $ | 1,702,181 |
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Stockholders’ equity: | | | | | | | | | | | | | | |
Common stock | | 189 | | | — | | | — | | | — | | | 189 |
Preferred stock | | 2 | | | — | | | — | | | — | | | 2 |
Additional paid-in capital | | 1,946,742 | | | 149,857 | | | 1,316,079 | | | -1,465,936 | | | 1,946,742 |
Accumulated other comprehensive loss | | -7,848 | | | — | | | -7,848 | | | 7,848 | | | -7,848 |
Accumulated deficit | | -646,163 | | | -278,357 | | | -357,568 | | | 635,925 | | | -646,163 |
Total Molycorp stockholders’ equity | | 1,292,922 | | | -128,500 | | | 950,663 | | | -822,163 | | | 1,292,922 |
Noncontrolling interests | | — | | | — | | | 32,173 | | | — | | | 32,173 |
Total stockholders’ equity | | 1,292,922 | | | -128,500 | | | 982,836 | | | -822,163 | | | 1,325,095 |
Total liabilities and stockholders’ equity | $ | 2,652,456 | | $ | 1,913,468 | | $ | 1,204,422 | | $ | -2,743,070 | | $ | 3,027,276 |
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| At December 31, 2012 |
| (In thousands) |
| | | | Guarantor | | Non-Guarantor | | | | | Molycorp, Inc. |
Condensed Consolidating Balance Sheets | Parent | | Subsidiaries | | Subsidiaries | | Eliminations | | consolidated |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 16,560 | | $ | 18,020 | | $ | 193,210 | | $ | — | | $ | 227,790 |
Trade accounts receivable, net | | — | | | 7,738 | | | 44,692 | | | — | | | 52,430 |
Inventory | | — | | | 49,416 | | | 237,960 | | | — | | | 287,376 |
Deferred charges | | — | | | 2,203 | | | 7,209 | | | — | | | 9,412 |
Deferred tax assets | | — | | | — | | | 11,731 | | | -1,942 | | | 9,789 |
Income tax receivable | | — | | | 25,087 | | | — | | | — | | | 25,087 |
Prepaid expenses and other current assets | | — | | | 9,085 | | | 12,709 | | | — | | | 21,794 |
Total current assets | | 16,560 | | | 111,549 | | | 507,511 | | | -1,942 | | | 633,678 |
Non-current assets: | | | | | | | | | | | | | | |
Deposits | | 1,752 | | | 24,862 | | | 155 | | | — | | | 26,769 |
Property, plant and equipment, net | | — | | | 1,377,147 | | | 167,157 | | | — | | | 1,544,304 |
Inventory | | — | | | 26,096 | | | — | | | — | | | 26,096 |
Intangible assets, net | | — | | | 508 | | | 450,430 | | | — | | | 450,938 |
Investments | | — | | | 45,241 | | | 18,795 | | | | | | 64,036 |
Deferred tax assets | | 6,030 | | | — | | | — | | | -6,030 | | | — |
Goodwill | | — | | | — | | | 239,742 | | | — | | | 239,742 |
Investments in consolidated subsidiaries | | 883,319 | | | 97,960 | | | — | | | -981,279 | | | — |
Intercompany accounts receivable | | 1,539,877 | | | 207,035 | | | 794 | | | -1,747,706 | | | — |
Other non-current assets | | — | | | 885 | | | 6,087 | | | — | | | 6,972 |
Total non-current assets | | 2,430,978 | | | 1,779,734 | | | 883,160 | | | -2,735,015 | | | 2,358,857 |
Total assets | $ | 2,447,538 | | $ | 1,891,283 | | $ | 1,390,671 | | $ | -2,736,957 | | $ | 2,992,535 |
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Current liabilities: | | | | | | | | | | | | | | |
Trade accounts payable | $ | — | | $ | 191,769 | | $ | 50,225 | | $ | — | | $ | 241,994 |
Accrued expenses | | 14,872 | | | 10,087 | | | 34,054 | | | — | | | 59,013 |
Income tax payable | | — | | | — | | | 15,267 | | | — | | | 15,267 |
Deferred tax liabilities | | — | | | 1,942 | | | — | | | -1,942 | | | — |
Debt and capital lease obligations | | — | | | 352 | | | 39,252 | | | — | | | 39,604 |
Other current liabilities | | — | | | 3,539 | | | — | | | — | | | 3,539 |
Total current liabilities | | 14,872 | | | 207,689 | | | 138,798 | | | -1,942 | | | 359,417 |
Non-current liabilities: | | | | | | | | | | | | | | |
Asset retirement obligation | | — | | | 18,586 | | | — | | | — | | | 18,586 |
Deferred tax liabilities | | — | | | 23,130 | | | 143,575 | | | -6,030 | | | 160,675 |
Debt and capital lease obligations | | 1,166,777 | | | 15,163 | | | 6,892 | | | — | | | 1,188,832 |
Derivative liability | | — | | | — | | | 7,816 | | | — | | | 7,816 |
Pension liabilities | | — | | | — | | | 3,292 | | | — | | | 3,292 |
Intercompany accounts payable | | 49,843 | | | 1,577,363 | | | 120,500 | | | -1,747,706 | | | — |
Other non-current liabilities | | — | | | 1,102 | | | 1,557 | | | — | | | 2,659 |
Total non-current liabilities | | 1,216,620 | | | 1,635,344 | | | 283,632 | | | -1,753,736 | | | 1,381,860 |
Total liabilities | $ | 1,231,492 | | $ | 1,843,033 | | $ | 422,430 | | $ | -1,755,678 | | $ | 1,741,277 |
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Stockholders’ equity: | | | | | | | | | | | | | | |
Common stock | | 139 | | | — | | | — | | | — | | | 139 |
Preferred stock | | 2 | | | — | | | — | | | — | | | 2 |
Additional paid-in capital | | 1,691,429 | | | 149,857 | | | 1,283,863 | | | -1,433,720 | | | 1,691,429 |
Accumulated other comprehensive loss | | -9,433 | | | — | | | -9,433 | | | 9,433 | | | -9,433 |
Accumulated deficit | | -466,091 | | | -101,607 | | | -341,401 | | | 443,008 | | | -466,091 |
Total Molycorp stockholders’ equity | | 1,216,046 | | | 48,250 | | | 933,029 | | | -981,279 | | | 1,216,046 |
Noncontrolling interests | | — | | | — | | | 35,212 | | | — | | | 35,212 |
Total stockholders’ equity | | 1,216,046 | | | 48,250 | | | 968,241 | | | -981,279 | | | 1,251,258 |
Total liabilities and stockholders’ equity | $ | 2,447,538 | | $ | 1,891,283 | | $ | 1,390,671 | | $ | -2,736,957 | | $ | 2,992,535 |
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| Three months ended September 30, 2013 |
| (In thousands) |
Condensed Consolidating Statements of Operations and | | | | Guarantor | | Non-Guarantor | | | | | Molycorp, Inc. |
Comprehensive Loss | Parent | | Subsidiaries | | Subsidiaries | | Eliminations | | consolidated |
Revenues | $ | — | | $ | 19,237 | | $ | 142,421 | | $ | -12,592 | | $ | 149,066 |
Costs of sales: | | | | | | | | | | | | | | |
Costs excluding depreciation and amortization | | — | | | -55,517 | | | -107,519 | | | 12,592 | | | -150,444 |
Depreciation and amortization | | — | | | -9,336 | | | -7,064 | | | — | | | -16,400 |
Gross (loss) profit | | — | | | -45,616 | | | 27,838 | | | — | | | -17,778 |
Operating expenses: | | | | | | | | | | | | | | |
Selling, general and administrative | | -3 | | | -15,554 | | | -8,842 | | | — | | | -24,399 |
Corporate development | | — | | | -69 | | | — | | | — | | | -69 |
Depreciation, amortization and accretion | | — | | | -1,597 | | | -8,475 | | | — | | | -10,072 |
Research and development | | — | | | -1,037 | | | -4,528 | | | — | | | -5,565 |
Impairment of goodwill and other long-lived assets | | — | | | — | | | -1,118 | | | — | | | -1,118 |
Operating (loss) income | | -3 | | | -63,873 | | | 4,875 | | | — | | | -59,001 |
Other (expense) income: | | | | | | | | | | | | | | |
Other income (expense) | | 4 | | | 64 | | | -725 | | | — | | | -657 |
Foreign exchange gains (losses), net | | 1,727 | | | -1 | | | -1,960 | | | — | | | -234 |
Interest expense, net | | -14,093 | | | -744 | | | -1,452 | | | — | | | -16,289 |
Interest income (expense) from intercompany notes | | 9,211 | | | 1,412 | | | -10,623 | | | — | | | — |
Equity loss from consolidated subsidiaries | | -54,858 | | | -333 | | | — | | | 55,191 | | | — |
| | -58,009 | | | 398 | | | -14,760 | | | 55,191 | | | -17,180 |
Loss before income taxes and equity earnings | | -58,012 | | | -63,475 | | | -9,885 | | | 55,191 | | | -76,181 |
Income tax benefit (expense) | | -11,914 | | | 14,879 | | | 9,937 | | | — | | | 12,902 |
Equity in results of affiliates | | — | | | -1,617 | | | -717 | | | — | | | -2,334 |
Loss from continuing operations | | -69,926 | | | -50,213 | | | -665 | | | 55,191 | | | -65,613 |
Loss from discontinued operations, net of tax | | — | | | — | | | -4,186 | | | — | | | -4,186 |
Net loss | | -69,926 | | | -50,213 | | | -4,851 | | | 55,191 | | | -69,799 |
Net income attributable to noncontrolling interest | | — | | | — | | | -130 | | | — | | | -130 |
Net loss attributable to Molycorp stockholders | $ | -69,926 | | $ | -50,213 | | $ | -4,981 | | $ | 55,191 | | $ | -69,929 |
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Net loss | $ | -69,926 | | $ | -50,213 | | $ | -4,851 | | $ | 55,191 | | $ | -69,799 |
Other comprehensive loss: | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | — | | | — | | | 4,217 | | | — | | | 4,217 |
Comprehensive loss | $ | -69,926 | | $ | -50,213 | | $ | -634 | | $ | 55,191 | | $ | -65,582 |
Comprehensive loss attributable to: | | | | | | | | | | | | | | |
Molycorp stockholders | | -69,926 | | | -50,213 | | | -504 | | | 55,191 | | | -65,452 |
Noncontrolling interest | | — | | | — | | | -130 | | | — | | | -130 |
| $ | -69,926 | | $ | -50,213 | | $ | -634 | | $ | 55,191 | | $ | -65,582 |
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| Nine months ended September 30, 2013 |
| (In thousands) |
Condensed Consolidating Statements of Operations and | | | | Guarantor | | Non-Guarantor | | | | | Molycorp, Inc. |
Comprehensive Loss | Parent | | Subsidiaries | | Subsidiaries | | Eliminations | | consolidated |
Revenues | $ | — | | $ | 68,014 | | $ | 397,548 | | $ | -34,982 | | $ | 430,580 |
Costs of sales: | | | | | | | | | | | | | | |
Costs excluding depreciation and amortization | | — | | | -147,209 | | | -309,472 | | | 34,982 | | | -421,699 |
Depreciation and amortization | | — | | | -28,523 | | | -20,760 | | | — | | | -49,283 |
Gross (loss) profit | | — | | | -107,718 | | | 67,316 | | | — | | | -40,402 |
Operating expenses: | | | | | | | | | | | | | | |
Selling, general and administrative | | -3 | | | -48,870 | | | -27,573 | | | — | | | -76,446 |
Corporate development | | — | | | -256 | | | — | | | — | | | -256 |
Depreciation, amortization and accretion | | — | | | -3,258 | | | -23,015 | | | — | | | -26,273 |
Research and development | | — | | | -4,428 | | | -14,048 | | | — | | | -18,476 |
Impairment of goodwill and other long-lived assets | | — | | | — | | | -1,495 | | | — | | | -1,495 |
Operating (loss) income | | -3 | | | -164,530 | | | 1,185 | | | — | | | -163,348 |
Other (expense) income: | | | | | | | | | | | | | | |
Other income | | 4 | | | 298 | | | 1,128 | | | — | | | 1,430 |
Foreign exchange gains (losses), net | | 1,727 | | | 8 | | | -691 | | | — | | | 1,044 |
Interest (expense) income, net | | -39,978 | | | -5,039 | | | 2,210 | | | — | | | -42,807 |
Interest income (expense) from intercompany notes | | 27,455 | | | 4,293 | | | -31,748 | | | — | | | — |
Equity loss from consolidated subsidiaries | | -163,247 | | | -6,742 | | | — | | | 169,989 | | | — |
| | -174,039 | | | -7,182 | | | -29,101 | | | 169,989 | | | -40,333 |
Loss before income taxes and equity earnings | | -174,042 | | | -171,712 | | | -27,916 | | | 169,989 | | | -203,681 |
Income tax benefit (expense) | | -6,030 | | | 23,130 | | | 21,822 | | | — | | | 38,922 |
Equity in results of affiliates | | — | | | -5,239 | | | -3,451 | | | — | | | -8,690 |
Loss from continuing operations | | -180,072 | | | -153,821 | | | -9,545 | | | 169,989 | | | -173,449 |
Loss from discontinued operations, net of tax | | — | | | — | | | -5,190 | | | — | | | -5,190 |
Net loss | | -180,072 | | | -153,821 | | | -14,735 | | | 169,989 | | | -178,639 |
Net income attributable to noncontrolling interest | | — | | | — | | | -1,433 | | | — | | | -1,433 |
Net loss attributable to Molycorp stockholders | $ | -180,072 | | $ | -153,821 | | $ | -16,168 | | $ | 169,989 | | $ | -180,072 |
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Net loss | $ | -180,072 | | $ | -153,821 | | $ | -14,735 | | $ | 169,989 | | $ | -178,639 |
Other comprehensive loss: | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | — | | | — | | | 1,585 | | | — | | | 1,585 |
Comprehensive loss | $ | -180,072 | | $ | -153,821 | | $ | -13,150 | | $ | 169,989 | | $ | -177,054 |
Comprehensive loss attributable to: | | | | | | | | | | | | | | |
Molycorp stockholders | | -180,072 | | | -153,821 | | | -11,717 | | | 169,989 | | | -175,621 |
Noncontrolling interest | | — | | | — | | | -1,433 | | | — | | | -1,433 |
| $ | -180,072 | | $ | -153,821 | | $ | -13,150 | | $ | 169,989 | | $ | -177,054 |
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| Three months ended September 30, 2012 |
| (In thousands) |
Condensed Consolidating Statements of Operations and | | | | Guarantor | | Non-Guarantor | | | | | Molycorp, Inc. |
Comprehensive Loss | Parent | | Subsidiaries | | Subsidiaries | | Eliminations | | consolidated |
Revenues | $ | — | | $ | 26,103 | | $ | 191,661 | | $ | -12,559 | | $ | 205,205 |
Costs of sales: | | | | | | | | | | | | | | |
Costs excluding depreciation and amortization | | — | | | -38,919 | | | -156,867 | | | 12,559 | | | -183,227 |
Depreciation and amortization | | — | | | -3,375 | | | -7,237 | | | — | | | -10,612 |
Gross (loss) profit | | — | | | -16,191 | | | 27,557 | | | — | | | 11,366 |
Operating expenses: | | | | | | | | | | | | | | |
Selling, general and administrative | | -29 | | | -20,147 | | | -11,173 | | | — | | | -31,349 |
Corporate development | | — | | | -1,073 | | | — | | | — | | | -1,073 |
Depreciation, amortization and accretion | | — | | | -742 | | | -8,842 | | | — | | | -9,584 |
Research and development | | — | | | -2,497 | | | -6,432 | | | — | | | -8,929 |
Operating (loss) income | | -29 | | | -40,650 | | | 1,110 | | | — | | | -39,569 |
Other (expense) income: | | | | | | | | | | | | | | |
Other (expense) income | | — | | | -68 | | | 11 | | | — | | | -57 |
Foreign exchange (losses) gains, net | | — | | | -3 | | | 1,913 | | | — | | | 1,910 |
Interest expense, net | | -2,920 | | | -1,076 | | | -1,273 | | | — | | | -5,269 |
Interest income (expense) from intercompany notes | | 453 | | | -324 | | | -129 | | | — | | | — |
Equity (loss) earnings from consolidated subsidiaries | | -16,395 | | | 4,090 | | | — | | | 12,305 | | | — |
| | -18,862 | | | 2,619 | | | 522 | | | 12,305 | | | -3,416 |
(Loss) income before income taxes and equity earnings | | -18,891 | | | -38,031 | | | 1,632 | | | 12,305 | | | -42,985 |
Income tax benefit | | — | | | 23,537 | | | 5,419 | | | — | | | 28,956 |
Equity in results of affiliates | | — | | | -682 | | | 20 | | | — | | | -662 |
(Loss) income from continuing operations | | -18,891 | | | -15,176 | | | 7,071 | | | 12,305 | | | -14,691 |
Loss from discontinued operations, net of tax | | — | | | — | | | -760 | | | — | | | -760 |
Net (loss) income | | -18,891 | | | -15,176 | | | 6,311 | | | 12,305 | | | -15,451 |
Net income attributable to noncontrolling interest | | — | | | — | | | -3,440 | | | — | | | -3,440 |
Net (loss) income attributable to Molycorp stockholders | $ | -18,891 | | $ | -15,176 | | $ | 2,871 | | $ | 12,305 | | $ | -18,891 |
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Net (loss) income | $ | -18,891 | | $ | -15,176 | | $ | 6,311 | | $ | 12,305 | | $ | -15,451 |
Other comprehensive (loss) income: | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | — | | | — | | | 526 | | | — | | | 526 |
Comprehensive (loss) income | $ | -18,891 | | $ | -15,176 | | $ | 6,837 | | $ | 12,305 | | $ | -14,925 |
Comprehensive (loss) income attributable to: | | | | | | | | | | | | | | |
Molycorp stockholders | | -18,891 | | | -15,176 | | | 10,277 | | | 12,305 | | | -11,485 |
Noncontrolling interest | | — | | | — | | | -3,440 | | | — | | | -3,440 |
| $ | -18,891 | | $ | -15,176 | | $ | 6,837 | | $ | 12,305 | | $ | -14,925 |
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| Nine months ended September 30, 2012 |
| (In thousands) |
Condensed Consolidating Statements of Operations and | | | | Guarantor | | Non-Guarantor | | | | Molycorp, Inc. |
Comprehensive Loss | Parent | | Subsidiaries | | Subsidiaries | | Eliminations | | consolidated |
| (Revised) |
Revenues | $ | — | | $ | 121,172 | | $ | 293,228 | | $ | -20,315 | | $ | 394,085 |
Costs of sales: | | | | | | | | | | | | | | |
Costs excluding depreciation and amortization | | — | | | -105,185 | | | -251,784 | | | 20,315 | | | -336,654 |
Depreciation and amortization | | — | | | -7,539 | | | -11,526 | | | — | | | -19,065 |
Gross profit | | — | | | 8,448 | | | 29,918 | | | — | | | 38,366 |
Operating expenses: | | | | | | | | | | | | | | |
Selling, general and administrative | | 45 | | | -62,746 | | | -15,882 | | | — | | | -78,583 |
Corporate development | | -46 | | | -19,333 | | | — | | | — | | | -19,379 |
Depreciation, amortization and accretion | | — | | | -1,441 | | | -10,747 | | | — | | | -12,188 |
Research and development | | — | | | -10,584 | | | -8,044 | | | — | | | -18,628 |
Operating loss | | -1 | | | -85,656 | | | -4,755 | | | — | | | -90,412 |
Other (expense) income: | | | | | | | | | | | | | | |
Other (expense) income | | -37,589 | | | 27 | | | -53 | | | — | | | -37,615 |
Foreign exchange (losses) gains, net | | — | | | -5 | | | 729 | | | — | | | 724 |
Interest expense, net | | -12,602 | | | -194 | | | -2,193 | | | — | | | -14,989 |
Interest income (expense) from intercompany notes | | 1,326 | | | -967 | | | -359 | | | — | | | — |
Equity loss from consolidated subsidiaries | | -55,770 | | | -18,302 | | | — | | | 74,072 | | | — |
| | -104,635 | | | -19,441 | | | -1,876 | | | 74,072 | | | -51,880 |
Loss before income taxes and equity earnings | | -104,636 | | | -105,097 | | | -6,631 | | | 74,072 | | | -142,292 |
Income tax benefit | | 14,660 | | | 37,302 | | | 6,480 | | | — | | | 58,442 |
Equity in results of affiliates | | — | | | -1,475 | | | 329 | | | — | | | -1,146 |
(Loss) income from continuing operations | | -89,976 | | | -69,270 | | | 178 | | | 74,072 | | | -84,996 |
Loss from discontinued operations, net of tax | | — | | | — | | | -860 | | | — | | | -860 |
Net loss | | -89,976 | | | -69,270 | | | -682 | | | 74,072 | | | -85,856 |
Net income attributable to noncontrolling interest | | — | | | — | | | -4,120 | | | — | | | -4,120 |
Net loss attributable to Molycorp stockholders | $ | -89,976 | | $ | -69,270 | | $ | -4,802 | | $ | 74,072 | | $ | -89,976 |
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Net loss | $ | -89,976 | | $ | -69,270 | | $ | -682 | | $ | 74,072 | | $ | -85,856 |
Other comprehensive loss: | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | — | | | — | | | -1,165 | | | — | | | -1,165 |
Comprehensive loss | $ | -89,976 | | $ | -69,270 | | $ | -1,847 | | $ | 74,072 | | $ | -87,021 |
Comprehensive (loss) income attributable to: | | | | | | | | | | | | | | |
Molycorp stockholders | | -89,976 | | | -69,270 | | | 2,273 | | | 74,072 | | | -82,901 |
Noncontrolling interest | | — | | | — | | | -4,120 | | | — | | | -4,120 |
| $ | -89,976 | | $ | -69,270 | | $ | -1,847 | | $ | 74,072 | | $ | -87,021 |
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| Nine months ended September 30, 2013 |
| (In thousands) |
| | | | Guarantor | | Non-Guarantor | | | | | Molycorp, Inc. |
Condensed Consolidating Statements of Cash Flows | Parent | | Subsidiaries | | Subsidiaries | | Eliminations | | consolidated |
Net cash (used in) provided by operating activities | $ | -2,990 | | $ | -79,888 | | $ | -7,135 | | $ | — | | $ | -90,013 |
Cash flows from investing activities: | | | | | | | | | | | | | | |
Loans to guarantor | | — | | | — | | | -40,000 | | | 40,000 | | | — |
Loans to parent | | — | | | — | | | -12,800 | | | 12,800 | | | — |
Intercompany advances made | | -438,374 | | | — | | | — | | | 438,374 | | | — |
Loans to non-guarantor | | — | | | -1,300 | | | — | | | 1,300 | | | — |
Repayments of notes receivable from non-guarantor | | 38,000 | | | 264 | | | — | | | -38,264 | | | — |
Investment in joint ventures | | — | | | -3,423 | | | — | | | — | | | -3,423 |
Capital expenditures | | — | | | -320,829 | | | -13,768 | | | — | | | -334,597 |
Other investing activities | | — | | | — | | | -364 | | | — | | | -364 |
Net cash used in investing activities | | -400,374 | | | -325,288 | | | -66,932 | | | 454,210 | | | -338,384 |
Cash flows from financing activities: | | | | | | | | | | | | | | |
Repayments of debt | | — | | | — | | | -25,990 | | | — | | | -25,990 |
Net proceeds from sale of common stock | | 248,150 | | | — | | | — | | | — | | | 248,150 |
Issuance of 5.50% Convertible Notes | | 165,600 | | | — | | | — | | | — | | | 165,600 |
Payments of preferred dividends | | -8,539 | | | — | | | — | | | — | | | -8,539 |
Dividend paid to noncontrolling interests | | — | | | — | | | -4,472 | | | — | | | -4,472 |
Borrowings from non-guarantor | | 12,800 | | | 40,000 | | | — | | | -52,800 | | | — |
Borrowing from guarantor | | — | | | — | | | 1,300 | | | -1,300 | | | — |
Repayments to parent | | — | | | — | | | -38,000 | | | 38,000 | | | — |
Repayments to guarantor | | — | | | — | | | -264 | | | 264 | | | — |
Intercompany advances owed | | — | | | 356,867 | | | 81,507 | | | -438,374 | | | — |
Other financing activities | | — | | | -797 | | | — | | | — | | | -797 |
Net cash provided by (used in) financing activities | | 418,011 | | | 396,070 | | | 14,081 | | | -454,210 | | | 373,952 |
Effect of exchange rate changes on cash | | — | | | — | | | 569 | | | — | | | 569 |
Net change in cash and cash equivalents | | 14,647 | | | -9,106 | | | -59,417 | | | — | | | -53,876 |
Cash and cash equivalents at beginning of the period | | 16,560 | | | 18,020 | | | 193,210 | | | — | | | 227,790 |
Cash and cash equivalents at end of period | $ | 31,207 | | $ | 8,914 | | $ | 133,793 | | $ | — | | $ | 173,914 |
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| Nine months ended September 30, 2012 |
| (In thousands) |
| | | | Guarantor | | Non-Guarantor | | | | | Molycorp, Inc. |
| Parent | | Subsidiaries | | Subsidiaries | | Eliminations | | consolidated |
Condensed Consolidating Statements of Cash Flows | (Revised) |
Net cash (used in) provided by operating activities | $ | -20,495 | | $ | -57,987 | | $ | 31,294 | | $ | — | | $ | -47,188 |
Cash flows from investing activities: | | | | | | | | | | | | | | |
Loans to subsidiaries | | -683,063 | | | — | | | — | | | 683,063 | | | — |
Loans to parent | | — | | | -37,589 | | | | | | 37,589 | | | — |
Intercompany advances made | | -792,709 | | | — | | | — | | | 792,709 | | | — |
Repayments from subsidiaries | | 34,327 | | | — | | | — | | | -34,327 | | | — |
Investment in subsidiaries | | -350,000 | | | — | | | — | | | 350,000 | | | — |
Notes receivable to non-guarantor | | — | | | -227,512 | | | — | | | 227,512 | | | — |
Repayments of notes receivable from non-guarantor | | — | | | 100,000 | | | — | | | -100,000 | | | — |
Cash paid in connection with acquisitions, net of cash acquired | | — | | | — | | | -591,011 | | | — | | | -591,011 |
Investment in joint ventures | | — | | | -28,130 | | | — | | | — | | | -28,130 |
Deposits | | — | | | -516 | | | — | | | — | | | -516 |
Capital expenditures | | — | | | -628,407 | | | -16,276 | | | — | | | -644,683 |
Other investing activities | | — | | | — | | | 4,953 | | | — | | | 4,953 |
Net cash used in investing activities | | -1,791,445 | | | -822,154 | | | -602,334 | | | 1,956,546 | | | -1,259,387 |
Cash flows from financing activities: | | | | | | | | | | | | | | |
Capital contributions from stockholder | | 390,225 | | | — | | | — | | | — | | | 390,225 |
Contribution from parent | | — | | | — | | | 350,000 | | | -350,000 | | | — |
Proceeds from debt | | — | | | — | | | 9,456 | | | — | | | 9,456 |
Repayments of debt | | — | | | -870 | | | -227,561 | | | — | | | -228,431 |
Net proceeds from sale of common stock | | 132,471 | | | — | | | — | | | — | | | 132,471 |
Net proceeds from sale of Senior Notes | | 635,373 | | | — | | | — | | | — | | | 635,373 |
Issuance of 6.00% Convertible Notes | | 395,712 | | | — | | | — | | | — | | | 395,712 |
Payments of preferred dividends | | -8,539 | | | — | | | — | | | — | | | -8,539 |
Borrowing from parent | | — | | | 227,512 | | | 455,551 | | | -683,063 | | | — |
Borrowing from guarantor | | 37,589 | | | — | | | 227,512 | | | -265,101 | | | — |
Repayments to parent | | — | | | -34,327 | | | — | | | 34,327 | | | — |
Intercompany advances owed | | — | | | 680,966 | | | 111,743 | | | -792,709 | | | — |
Repayments of borrowing to guarantor | | — | | | — | | | -100,000 | | | 100,000 | | | — |
Other financing activities | | -2,937 | | | -68 | | | -326 | | | — | | | -3,331 |
Net cash provided by financing activities | | 1,579,894 | | | 873,213 | | | 826,375 | | | -1,956,546 | | | 1,322,936 |
Effect of exchange rate changes on cash | | — | | | — | | | 809 | | | — | | | 809 |
Net change in cash and cash equivalents | | -232,046 | | | -6,928 | | | 256,144 | | | — | | | 17,170 |
Cash and cash equivalents at beginning of the period | | 407,446 | | | 10,758 | | | 651 | | | — | | | 418,855 |
Cash and cash equivalents at end of period | $ | 175,400 | | $ | 3,830 | | $ | 256,795 | | $ | — | | $ | 436,025 |
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At December 31, 2012, a classification error in the previously presented subsidiary guarantor cash flows statements for the nine months ended September 2012 was identified for advances received by Guarantor and Non-Guarantor Subsidiaries from the Parent. To correct the error, the Company determined a change in the presentation of advances received by the Guarantor and Non-Guarantor Subsidiaries was required to present borrowings from the Parent to the Guarantor of $681.0 million, and from the Parent to the Non-Guarantor Subsidiaries of $111.7 million, as a financing activity in their cash flows statements, rather than as an investing activity as previously presented to conform to the guidance outlined in ASC 230. This guidance states that proceeds from borrowings should be reflected as a financing activity. The impact of these revisions is not material to the related financial statements taken as a whole. The revised change in presentation to appropriately reflect these borrowings as financing activities for the nine months ended September 2012 is outlined below. |
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| Nine months ended September 30, 2012 | | | | | | | | |
| As reported | | Adjustment | | Revised | | | | | | | | |
Guarantor Subsidiaries | (In thousands of dollars) | | | | | | | | |
Intercompany advances made | | 680,966 | | -680,966 | | — | | | | | | | | |
Loans to parent | | — | | -37,589 | | -37,589 | | | | | | | | |
Net cash used in investing activities | | -103,599 | | -718,555 | | -822,154 | | | | | | | | |
Intercompany advances owed | | — | | 680,966 | | 680,966 | | | | | | | | |
Net cash provided by financing activities | | 192,247 | | 680,966 | | 873,213 | | | | | | | | |
| | | | | | | | | | | | | | |
Non-Guarantor Subsidiaries | | | | | | | | | | | | | | |
Intercompany advances made | | 111,743 | | -111,743 | | — | | | | | | | | |
Net cash used in investing activities | | -490,591 | | -111,743 | | -602,334 | | | | | | | | |
Intercompany advances owed | | — | | 111,743 | | 111,743 | | | | | | | | |
Net cash provided by financing activities | | 714,632 | | 111,743 | | 826,375 | | | | | | | | |
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In this Form 10-Q, the Company also corrected a classification error in the previously presented subsidiary guarantor statements of operations and comprehensive loss for the nine months ended September 30, 2012 between Parent and Guarantor Subsidiaries related to the loss of $37.6 million recognized upon settlement on June 11, 2012 of the contingent forward contract the Company entered into in connection with the Molycorp Canada acquisition. See Note 23 for further details on this contingent forward contract. In the Form 8-K filed on November 21, 2012, which contained the subsidiary guarantor information for the nine months ended September 30, 2012 in the Exhibit 99.1, the loss of $37.6 million was presented under the Guarantor Subsidiaries because the cash to settle the loss was wired from a bank account of Molycorp Minerals LLC, which is one of the Guarantor Subsidiaries. However, since the cash to settle the contingent forward contract was actually funded by Molycorp, Inc., or Parent, through an intercompany transaction, and Parent was the party that signed the contingent forward contract, the loss should be presented under Parent. The correction of this classification error also had an impact on the presentation of the income tax benefit, deferred taxes, income tax payable and cash flows from operating, investing and financing activities within the subsidiary guarantor financial information. The impact of these revisions is not material to the Company's financial statements taken as a whole. The table below illustrates the changes in the presentation of the subsidiary guarantor financial information in 2012 to correctly reflect the forward contract loss between Parent and Guarantor Subsidiaries. |
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| Nine months ended September 30, 2012 | | | | | | | | |
| As reported | | Adjustment | | Revised | | | | | | | | |
Parent | (In thousands of dollars) | | | | | | | | |
Other expense | | — | | -37,589 | | -37,589 | | | | | | | | |
Equity loss from consolidated subsidiaries | | -78,699 | | 22,929 | | -55,770 | | | | | | | | |
Loss before income taxes and equity earnings | | -89,976 | | -14,660 | | -104,636 | | | | | | | | |
Income tax benefit | | — | | 14,660 | | 14,660 | | | | | | | | |
| | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | 17,094 | | -37,589 | | -20,495 | | | | | | | | |
Borrowing from guarantor | | — | | 37,589 | | 37,589 | | | | | | | | |
Net cash provided by financing activities | | 1,542,305 | | 37,589 | | 1,579,894 | | | | | | | | |
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Guarantor Subsidiaries | | | | | | | | | | | | | | |
Other (expense) income | | -37,562 | | 37,589 | | 27 | | | | | | | | |
Loss before income taxes and equity earnings | | -142,686 | | 37,589 | | -105,097 | | | | | | | | |
Income tax benefit | | 51,962 | | -14,660 | | 37,302 | | | | | | | | |
Loss from continuing operations | | -92,199 | | 22,929 | | -69,270 | | | | | | | | |
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Net cash (used in) provided by operating activities | | -95,576 | | 37,589 | | -57,987 | | | | | | | | |
Loans to parent | | — | | -37,589 | | -37,589 | | | | | | | | |
Intercompany advances made | | 680,966 | | -680,966 | | — | | | | | | | | |
Net cash used in investing activities | | -103,599 | | -718,555 | | -822,154 | | | | | | | | |
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