Subsidiary Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Subsidiary Guarantor Financial Information | ' |
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| Subsidiary Guarantor Financial Information | | | | | | | | | | | | | | | | | | |
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; | | | | | | | | | | | | | | | | | | |
provided that any such event occurs in accordance with all other applicable provisions of the indenture. |
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 March 31, 2014 |
| (in thousands) |
Condensed Consolidating Balance Sheets | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Molycorp, Inc. consolidated |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 110,169 | | | $ | 4,256 | | | $ | 121,625 | | | $ | — | | | $ | 236,050 | |
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Trade accounts receivable, net | — | | | 2,103 | | | 49,488 | | | — | | | 51,591 | |
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Inventory | — | | | 30,985 | | | 135,645 | | | — | | | 166,630 | |
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Prepaid expenses and other current assets | — | | | 18,119 | | | 16,735 | | | — | | | 34,854 | |
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Total current assets | 110,169 | | | 55,463 | | | 323,493 | | | — | | | 489,125 | |
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Non-current assets: | | | | | | | | | |
Deposits | 2,062 | | | 23,943 | | | — | | | — | | | 26,005 | |
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Property, plant and equipment, net | — | | | 1,616,807 | | | 139,283 | | | — | | | 1,756,090 | |
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Inventory | — | | | 24,996 | | | — | | | — | | | 24,996 | |
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Intangible assets, net | — | | | 426 | | | 324,538 | | | — | | | 324,964 | |
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Investments | — | | | 32,427 | | | 14,725 | | | — | | | 47,152 | |
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Goodwill | — | | | — | | | 228,750 | | | — | | | 228,750 | |
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Investments in consolidated subsidiaries | 488,565 | | | 122,172 | | | — | | | (610,737 | ) | | — | |
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Intercompany accounts receivable | 2,031,773 | | | — | | | 37,083 | | | (2,068,856 | ) | | — | |
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Other non-current assets | — | | | 756 | | | 5,798 | | | — | | | 6,554 | |
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Total non-current assets | 2,522,400 | | | 1,821,527 | | | 750,177 | | | (2,679,593 | ) | | 2,414,511 | |
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Total assets | $ | 2,632,569 | | | $ | 1,876,990 | | | $ | 1,073,670 | | | $ | (2,679,593 | ) | | $ | 2,903,636 | |
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Current liabilities: | | | | | | | | | |
Trade accounts payable | $ | — | | | $ | 31,147 | | | $ | 32,523 | | | $ | — | | | $ | 63,670 | |
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Accrued expenses | 27,694 | | | 13,014 | | | 14,718 | | | — | | | 55,426 | |
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Debt and capital lease obligations | — | | | 2,744 | | | 14,141 | | | — | | | 16,885 | |
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Other current liabilities | — | | | 530 | | | 3,052 | | | — | | | 3,582 | |
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Total current liabilities | 27,694 | | | 47,435 | | | 64,434 | | | — | | | 139,563 | |
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Non-current liabilities: | | | | | | | | | |
Asset retirement obligation | — | | | 16,218 | | | — | | | — | | | 16,218 | |
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Deferred tax liabilities | — | | | — | | | 79,284 | | | — | | | 79,284 | |
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Debt and capital lease obligations | 1,347,064 | | | 20,167 | | | 4,693 | | | — | | | 1,371,924 | |
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Intercompany accounts payable | — | | | 2,068,856 | | | — | | | (2,068,856 | ) | | — | |
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Other non-current liabilities | — | | | 1,408 | | | 8,442 | | | — | | | 9,850 | |
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Total non-current liabilities | 1,347,064 | | | 2,106,649 | | | 92,419 | | | (2,068,856 | ) | | 1,477,276 | |
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Total liabilities | $ | 1,374,758 | | | $ | 2,154,084 | | | $ | 156,853 | | | $ | (2,068,856 | ) | | $ | 1,616,839 | |
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Stockholders’ equity: | | | | | | | | | |
Common stock | 245 | | | — | | | — | | | — | | | 245 | |
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Additional paid-in capital | 2,191,404 | | | 149,857 | | | 1,315,426 | | | (1,465,283 | ) | | 2,191,404 | |
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Accumulated other comprehensive loss | (7,303 | ) | | — | | | (7,303 | ) | | 7,303 | | | (7,303 | ) |
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Accumulated deficit | (926,535 | ) | | (426,951 | ) | | (420,292 | ) | | 847,243 | | | (926,535 | ) |
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Total Molycorp stockholders’ equity | 1,257,811 | | | (277,094 | ) | | 887,831 | | | (610,737 | ) | | 1,257,811 | |
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Noncontrolling interests | — | | | — | | | 28,986 | | | — | | | 28,986 | |
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Total stockholders’ equity | 1,257,811 | | | (277,094 | ) | | 916,817 | | | (610,737 | ) | | 1,286,797 | |
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Total liabilities and stockholders’ equity | $ | 2,632,569 | | | $ | 1,876,990 | | | $ | 1,073,670 | | | $ | (2,679,593 | ) | | $ | 2,903,636 | |
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| At December 31, 2013 |
| (In thousands) |
Condensed Consolidating Balance Sheets | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Molycorp, Inc. consolidated |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 169,145 | | | $ | 6,467 | | | $ | 138,705 | | | $ | — | | | $ | 314,317 | |
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Trade accounts receivable, net | — | | | 4,990 | | | 56,767 | | | — | | | 61,757 | |
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Inventory | — | | | 32,307 | | | 139,476 | | | — | | | 171,783 | |
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Prepaid expenses and other current assets | — | | | 15,833 | | | 13,377 | | | — | | | 29,210 | |
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Total current assets | 169,145 | | | 59,597 | | | 348,325 | | | — | | | 577,067 | |
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Non-current assets: | | | | | | | | | |
Deposits | 1,754 | | | 24,243 | | | — | | | — | | | 25,997 | |
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Property, plant and equipment, net | — | | | 1,620,851 | | | 142,023 | | | — | | | 1,762,874 | |
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Inventory | — | | | 25,329 | | | — | | | — | | | 25,329 | |
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Intangible assets, net | — | | | 442 | | | 330,425 | | | — | | | 330,867 | |
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Investments | — | | | 34,134 | | | 14,741 | | | — | | | 48,875 | |
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Goodwill | — | | | — | | | 228,750 | | | — | | | 228,750 | |
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Investments in consolidated subsidiaries | 532,767 | | | 121,849 | | | — | | | (654,616 | ) | | — | |
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Intercompany accounts receivable | 2,001,583 | | | — | | | — | | | (2,001,583 | ) | | — | |
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Other non-current assets | — | | | 771 | | | 6,272 | | | — | | | 7,043 | |
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Total non-current assets | 2,536,104 | | | 1,827,619 | | | 722,211 | | | (2,656,199 | ) | | 2,429,735 | |
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Total assets | $ | 2,705,249 | | | $ | 1,887,216 | | | $ | 1,070,536 | | | $ | (2,656,199 | ) | | $ | 3,006,802 | |
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Current liabilities: | | | | | | | | | |
Trade accounts payable | $ | — | | | $ | 49,702 | | | $ | 34,747 | | | $ | — | | | $ | 84,449 | |
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Accrued expenses | 18,158 | | | 13,782 | | | 16,561 | | | — | | | 48,501 | |
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Debt and capital lease obligations | — | | | 2,234 | | | 14,128 | | | — | | | 16,362 | |
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Other current liabilities | — | | | 617 | | | 3,446 | | | — | | | 4,063 | |
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Total current liabilities | 18,158 | | | 66,335 | | | 68,882 | | | — | | | 153,375 | |
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Non-current liabilities: | | | | | | | | | |
Asset retirement obligation | — | | | 16,966 | | | — | | | — | | | 16,966 | |
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Deferred tax liabilities | — | | | — | | | 85,481 | | | — | | | 85,481 | |
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Debt and capital lease obligations | 1,339,368 | | | 19,355 | | | 5,193 | | | — | | | 1,363,916 | |
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Intercompany accounts payable | — | | | 1,999,562 | | | 2,021 | | | (2,001,583 | ) | | — | |
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Other non-current liabilities | — | | | 1,393 | | | 8,609 | | | — | | | 10,002 | |
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Total non-current liabilities | 1,339,368 | | | 2,037,276 | | | 101,304 | | | (2,001,583 | ) | | 1,476,365 | |
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Total liabilities | $ | 1,357,526 | | | $ | 2,103,611 | | | $ | 170,186 | | | $ | (2,001,583 | ) | | $ | 1,629,740 | |
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Stockholders’ equity: | | | | | | | | | |
Common stock | 241 | | | — | | | — | | | — | | | 241 | |
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Preferred stock | 2 | | | — | | | — | | | — | | | 2 | |
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Additional paid-in capital | 2,194,405 | | | 149,857 | | | 1,315,426 | | | (1,465,283 | ) | | 2,194,405 | |
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Accumulated other comprehensive loss | (6,451 | ) | | — | | | (6,451 | ) | | 6,451 | | | (6,451 | ) |
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Accumulated deficit | (840,474 | ) | | (366,252 | ) | | (437,964 | ) | | 804,216 | | | (840,474 | ) |
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Total Molycorp stockholders’ equity | 1,347,723 | | | (216,395 | ) | | 871,011 | | | (654,616 | ) | | 1,347,723 | |
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Noncontrolling interests | — | | | — | | | 29,339 | | | — | | | 29,339 | |
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Total stockholders’ equity | 1,347,723 | | | (216,395 | ) | | 900,350 | | | (654,616 | ) | | 1,377,062 | |
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Total liabilities and stockholders’ equity | $ | 2,705,249 | | | $ | 1,887,216 | | | $ | 1,070,536 | | | $ | (2,656,199 | ) | | $ | 3,006,802 | |
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| Three Months Ended March 31, 2014 |
| (in thousands) |
Condensed Consolidating Statements of Operations and Comprehensive Income | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Molycorp, Inc. consolidated |
Revenues | $ | — | | | $ | 17,230 | | | $ | 113,733 | | | $ | (12,437 | ) | | $ | 118,526 | |
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Costs of sales: | | | | | | | | | |
Costs excluding depreciation and amortization | — | | | (53,379 | ) | | (84,531 | ) | | 12,437 | | | (125,473 | ) |
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Depreciation and amortization | — | | | (12,127 | ) | | (4,020 | ) | | — | | | (16,147 | ) |
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Gross (loss) profit | — | | | (48,276 | ) | | 25,182 | | | — | | | (23,094 | ) |
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Operating expenses: | | | | | | | | | |
Selling, general and administrative | (240 | ) | | (8,158 | ) | | (9,558 | ) | | — | | | (17,956 | ) |
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Depreciation, amortization and accretion | — | | | (1,045 | ) | | (6,156 | ) | | — | | | (7,201 | ) |
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Research and development | — | | | (143 | ) | | (2,623 | ) | | — | | | (2,766 | ) |
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Operating (loss) income | (240 | ) | | (57,622 | ) | | 6,845 | | | — | | | (51,017 | ) |
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Other (expense) income: | | | | | | | | | |
Other (expense) income | (18,271 | ) | | 16 | | | 18,729 | | | — | | | 474 | |
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Interest (expense) income, net of capitalized interest | (34,555 | ) | | (1,205 | ) | | 121 | | | — | | | (35,639 | ) |
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Interest income (expense) from intercompany notes | 10,355 | | | (504 | ) | | (9,851 | ) | | — | | | — | |
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Equity (loss) income from consolidated subsidiaries | (43,350 | ) | | 323 | | | — | | | 43,027 | | | — | |
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(Loss) income before income taxes and equity earnings | (86,061 | ) | | (58,992 | ) | | 15,844 | | | 43,027 | | | (86,182 | ) |
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Income tax benefit | — | | | — | | | 1,907 | | | — | | | 1,907 | |
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Equity in loss of affiliates | — | | | (1,707 | ) | | (16 | ) | | — | | | (1,723 | ) |
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Net (loss) income | (86,061 | ) | | (60,699 | ) | | 17,735 | | | 43,027 | | | (85,998 | ) |
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Net income attributable to noncontrolling interest | — | | | — | | | (63 | ) | | — | | | (63 | ) |
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Net (loss) income attributable to Molycorp stockholders | $ | (86,061 | ) | | $ | (60,699 | ) | | $ | 17,672 | | | $ | 43,027 | | | $ | (86,061 | ) |
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Net (loss) income | $ | (86,061 | ) | | $ | (60,699 | ) | | $ | 17,735 | | | $ | 43,027 | | | $ | (85,998 | ) |
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Other comprehensive (loss) income: | | | | | | | | | |
Foreign currency translation adjustments | — | | | — | | | (852 | ) | | — | | | (852 | ) |
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Comprehensive (loss) income | $ | (86,061 | ) | | $ | (60,699 | ) | | $ | 16,883 | | | $ | 43,027 | | | $ | (86,850 | ) |
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Comprehensive (loss) income attributable to: | | | | | | | | | |
Molycorp stockholders | (86,061 | ) | | (60,699 | ) | | 16,946 | | | 43,027 | | | (86,787 | ) |
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Noncontrolling interest | — | | | — | | | (63 | ) | | — | | | (63 | ) |
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| $ | (86,061 | ) | | $ | (60,699 | ) | | $ | 16,883 | | | $ | 43,027 | | | $ | (86,850 | ) |
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| Three Months Ended March 31, 2013 |
| (in thousands) |
Condensed Consolidating Statements of Operations and Comprehensive Income | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Molycorp, Inc. consolidated |
Revenues | $ | — | | | $ | 21,609 | | | $ | 134,147 | | | $ | (10,358 | ) | | $ | 145,398 | |
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Costs of sales: | | | | | | | | | |
Costs excluding depreciation and amortization | — | | | (45,329 | ) | | (100,560 | ) | | 10,358 | | | (135,531 | ) |
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Depreciation and amortization | — | | | (7,430 | ) | | (6,742 | ) | | — | | | (14,172 | ) |
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Gross (loss) profit | — | | | (31,150 | ) | | 26,845 | | | — | | | (4,305 | ) |
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Operating expenses: | | | | | | | | | |
Selling, general and administrative | — | | | (17,016 | ) | | (9,535 | ) | | — | | | (26,551 | ) |
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Depreciation, amortization and accretion | — | | | (1,709 | ) | | (6,501 | ) | | — | | | (8,210 | ) |
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Research and development | — | | | (1,960 | ) | | (4,445 | ) | | — | | | (6,405 | ) |
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Operating (loss) income | — | | | (51,835 | ) | | 6,364 | | | — | | | (45,471 | ) |
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Other (expense) income: | | | | | | | | | |
Other expense | — | | | — | | | (451 | ) | | — | | | (451 | ) |
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Interest (expense) income, net of capitalized interest | (11,139 | ) | | (2,060 | ) | | 1,550 | | | — | | | (11,649 | ) |
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Interest income (expense) from intercompany notes | 9,651 | | | 1,644 | | | (11,295 | ) | | — | | | — | |
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Equity (loss) income from consolidated subsidiaries | (43,367 | ) | | 1,078 | | | — | | | 42,289 | | | — | |
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Loss before income taxes and equity earnings | (44,855 | ) | | (51,173 | ) | | (3,832 | ) | | 42,289 | | | (57,571 | ) |
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Income tax benefit (loss) | 5,884 | | | 19,450 | | | (2,844 | ) | | — | | | 22,490 | |
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Equity in loss of affiliates | — | | | (1,998 | ) | | (1,074 | ) | | — | | | (3,072 | ) |
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Net loss | (38,971 | ) | | (33,721 | ) | | (7,750 | ) | | 42,289 | | | (38,153 | ) |
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Net income attributable to noncontrolling interest | — | | | — | | | (818 | ) | | — | | | (818 | ) |
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Net loss attributable to Molycorp stockholders | $ | (38,971 | ) | | $ | (33,721 | ) | | $ | (8,568 | ) | | $ | 42,289 | | | $ | (38,971 | ) |
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Net loss | $ | (38,971 | ) | | $ | (33,721 | ) | | $ | (7,750 | ) | | $ | 42,289 | | | $ | (38,153 | ) |
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Other comprehensive income: | | | | | | | | | |
Foreign currency translation adjustments | — | | | — | | | (3,294 | ) | | — | | | (3,294 | ) |
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Comprehensive loss | $ | (38,971 | ) | | $ | (33,721 | ) | | $ | (11,044 | ) | | $ | 42,289 | | | $ | (41,447 | ) |
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Comprehensive loss attributable to: | | | | | | | | | |
Molycorp stockholders | (38,971 | ) | | (33,721 | ) | | (10,226 | ) | | 42,289 | | | (40,629 | ) |
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Noncontrolling interest | — | | | — | | | (818 | ) | | — | | | (818 | ) |
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| $ | (38,971 | ) | | $ | (33,721 | ) | | $ | (11,044 | ) | | $ | 42,289 | | | $ | (41,447 | ) |
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| Three Months Ended March 31, 2014 |
| (in thousands) |
Condensed Consolidating Statements of Cash Flows | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Molycorp, Inc. consolidated |
Net cash used in operating activities | $ | (33,089 | ) | | $ | (829 | ) | | $ | (11,867 | ) | | $ | — | | | $ | (45,785 | ) |
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Cash flows from investing activities: | | | | | | | | | |
Intercompany advances made | (55,041 | ) | | — | | | — | | | 55,041 | | | — | |
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Repayments from non-guarantor | 32,000 | | | — | | | — | | | (32,000 | ) | | — | |
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Capital expenditures | — | | | (27,943 | ) | | (1,809 | ) | | — | | | (29,752 | ) |
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Other investing activities | — | | | — | | | 493 | | | — | | | 493 | |
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Net cash used in investing activities | (23,041 | ) | | (27,943 | ) | | (1,316 | ) | | 23,041 | | | (29,259 | ) |
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Cash flows from financing activities: | | | | | | | | | |
Repayments of debt | — | | | — | | | (489 | ) | | — | | | (489 | ) |
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Payments of preferred dividends | (2,846 | ) | | — | | | — | | | — | | | (2,846 | ) |
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Dividend paid to noncontrolling interests | — | | | — | | | (435 | ) | | — | | | (435 | ) |
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Repayments to parent | — | | | — | | | (32,000 | ) | | 32,000 | | | — | |
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Intercompany advances owed | — | | | 25,238 | | | 29,803 | | | (55,041 | ) | | — | |
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Other financing activities | — | | | 1,323 | | | — | | | — | | | 1,323 | |
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Net cash (used in) provided by financing activities | (2,846 | ) | | 26,561 | | | (3,121 | ) | | (23,041 | ) | | (2,447 | ) |
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Effect of exchange rate changes on cash | — | | | — | | | (776 | ) | | — | | | (776 | ) |
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Net change in cash and cash equivalents | (58,976 | ) | | (2,211 | ) | | (17,080 | ) | | — | | | (78,267 | ) |
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Cash and cash equivalents at beginning of the period | 169,145 | | | 6,467 | | | 138,705 | | | — | | | 314,317 | |
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Cash and cash equivalents at end of period | $ | 110,169 | | | $ | 4,256 | | | $ | 121,625 | | | $ | — | | | $ | 236,050 | |
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| Three Months Ended March 31, 2013 |
| (in thousands) |
Condensed Consolidating Statements of Cash Flows | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Molycorp, Inc. consolidated |
Net cash provided by (used in) operating activities | $ | 17,211 | | | $ | (58,035 | ) | | $ | 4,196 | | | $ | — | | | $ | (36,628 | ) |
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Cash flows from investing activities: | | | | | | | | | |
Loans to guarantor | — | | | — | | | (40,000 | ) | | 40,000 | | | — | |
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Intercompany advances made | (193,454 | ) | | — | | | — | | | 193,454 | | | — | |
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Loans to non-guarantor | — | | | (1,300 | ) | | — | | | 1,300 | | | — | |
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Investment in joint ventures | — | | | (3,423 | ) | | — | | | — | | | (3,423 | ) |
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Capital expenditures | — | | | (174,703 | ) | | (6,400 | ) | | — | | | (181,103 | ) |
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Other investing activities | — | | | — | | | (90 | ) | | — | | | (90 | ) |
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Net cash used in investing activities | (193,454 | ) | | (179,426 | ) | | (46,490 | ) | | 234,754 | | | (184,616 | ) |
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Cash flows from financing activities: | | | | | | | | | |
Repayments of debt | — | | | — | | | (11,108 | ) | | — | | | (11,108 | ) |
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Net proceeds from sale of common stock | 248,147 | | | — | | | — | | | — | | | 248,147 | |
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Issuance of 5.50% Convertible Notes | 165,600 | | | — | | | — | | | — | | | 165,600 | |
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Payments of preferred dividends | (2,846 | ) | | — | | | — | | | — | | | (2,846 | ) |
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Dividend paid to noncontrolling interests | — | | | — | | | (1,286 | ) | | — | | | (1,286 | ) |
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Borrowings from non-guarantor | — | | | 40,000 | | | — | | | (40,000 | ) | | — | |
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Borrowing from guarantor | — | | | — | | | 1,300 | | | (1,300 | ) | | — | |
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Intercompany advances owed | — | | | 182,491 | | | 10,963 | | | (193,454 | ) | | — | |
|
Other financing activities | — | | | (79 | ) | | — | | | — | | | (79 | ) |
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Net cash provided by (used in) financing activities | 410,901 | | | 222,412 | | | (131 | ) | | (234,754 | ) | | 398,428 | |
|
Effect of exchange rate changes on cash | — | | | — | | | (140 | ) | | — | | | (140 | ) |
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Net change in cash and cash equivalents | 234,658 | | | (15,049 | ) | | (42,565 | ) | | — | | | 177,044 | |
|
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 | $ | 251,218 | | | $ | 2,971 | | | $ | 150,645 | | | $ | — | | | $ | 404,834 | |
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