Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38427 | |
Entity Registrant Name | Piedmont Lithium Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-4996461 | |
Entity Address, Address Line One | 42 E Catawba Street | |
Entity Address, City or Town | Belmont | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28012 | |
City Area Code | 704 | |
Local Phone Number | 461-8000 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | PLL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,369,394 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001728205 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Income Statement [Abstract] | |||
Revenue | $ 13,401 | $ 0 | |
Costs of sales | 12,710 | 0 | |
Gross profit | 691 | 0 | |
Exploration costs | 53 | 757 | |
Selling, general and administrative expenses | 9,874 | 8,621 | |
Total operating expenses | 9,927 | 9,378 | |
Loss from equity method investments | (5,440) | (2,742) | |
Loss from operations | (14,676) | (12,120) | |
Interest income | 827 | 763 | |
Interest expense | (222) | (15) | |
Gain on equity securities | 1,384 | 0 | |
Loss from foreign currency exchange | (131) | (49) | |
(Loss) gain on sale of equity method investments | [1] | (13,886) | 3,275 |
Total other (loss) income | (12,028) | 3,974 | |
Loss before taxes | (26,704) | (8,146) | |
Income tax (benefit) expense | (3,093) | 493 | |
Net loss | $ (23,611) | $ (8,639) | |
Earnings per share: | |||
Basic net loss per weighted-average share (in dollars per share) | $ (1.22) | $ (0.47) | |
Diluted net loss per weighted-average share (in dollars per share) | $ (1.22) | $ (0.47) | |
Weighted-average shares outstanding | |||
Basic weighted-average shares outstanding (in shares) | 19,326 | 18,524 | |
Diluted weighted-average shares outstanding (in shares) | 19,326 | 18,524 | |
[1] (Loss) gain on equity method investments includes a loss on the sale of shares in Sayona Mining of $17,215, partially offset by a gain on the sale of shares in Atlantic Lithium of $3,143 and a gain on dilution related to the issuance of additional shares of Atlantic Lithium of $186 for the three months ended March 31, 2024. For the three months ended March 31, 2023, the gain of $3,275 in equity method investments includes a gain on dilution related to the issuance of additional shares of Sayona Mining. See Note 6 —Equity Method Investments. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Gain (loss) on sale of shares of equity method investments (4) | $ (14,072) | |
Gain on dilution of equity method investments | 186 | $ 3,275 |
Sayona Mining | ||
Gain (loss) on sale of shares of equity method investments (4) | (17,215) | |
Gain on dilution of equity method investments | 0 | 3,275 |
Atlantic Lithium | ||
Gain (loss) on sale of shares of equity method investments (4) | 3,143 | |
Gain on dilution of equity method investments | $ 186 | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (23,611) | $ (8,639) | |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment of equity method investments | [1] | 87 | (2,213) |
Other comprehensive income (loss), net of tax | 87 | (2,213) | |
Comprehensive loss | $ (23,524) | $ (10,852) | |
[1] Foreign currency translation adjustment of equity method investments is presented net of tax (expense) benefit of $(223) and $663 for the three months ended March 31, 2024 and 2023, respectively. |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment of equity method investments, tax (expense) benefit | $ (223) | $ 663 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 71,444 | $ 71,730 |
Accounts receivable | 4,247 | 595 |
Other current assets | 10,359 | 3,829 |
Total current assets | 86,050 | 76,154 |
Property, plant and mine development, net | 129,785 | 127,086 |
Advances to affiliates | 33,870 | 28,189 |
Other non-current assets | 2,029 | 2,164 |
Equity method investments | 83,469 | 147,662 |
Total assets | 335,203 | 381,255 |
Liabilities and Stockholders’ Equity | ||
Accounts payable and accrued expenses | 7,700 | 11,580 |
Current portion of long-term debt | 155 | 149 |
Other current liabilities | 9,194 | 29,463 |
Total current liabilities | 18,810 | 41,366 |
Long-term debt, net of current portion | 204 | 14 |
Operating lease liabilities, net of current portion | 1,007 | 1,091 |
Other non-current liabilities | 4,115 | 431 |
Deferred tax liabilities | 0 | 6,023 |
Total liabilities | 24,136 | 48,925 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock; $0.0001 par value, 100,000 shares authorized; 19,365 and 19,272 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 2 | 2 |
Additional paid-in capital | 465,160 | 462,899 |
Accumulated deficit | (150,455) | (126,844) |
Accumulated other comprehensive loss | (3,640) | (3,727) |
Total stockholders’ equity | 311,067 | 332,330 |
Total liabilities and stockholders’ equity | 335,203 | 381,255 |
Affiliated Entity | ||
Liabilities and Stockholders’ Equity | ||
Accounts payable | $ 1,761 | $ 174 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 19,365,000 | 19,272,000 |
Common stock, shares outstanding (in shares) | 19,365,000 | 19,272,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Cash flows from operating activities: | |||
Net loss | $ (23,611) | $ (8,639) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Stock-based compensation expense | 2,067 | 1,125 | |
Loss from equity method investments | 5,440 | 2,742 | |
Loss (gain) on sale of equity method investments | [1] | 13,886 | (3,275) |
Gain on equity securities | (1,384) | 0 | |
Deferred taxes | (6,246) | 493 | |
Depreciation and amortization | 81 | 45 | |
Noncash lease expense | 401 | 35 | |
Unrealized foreign currency translation losses | 128 | 8 | |
Changes in assets and liabilities: | |||
Accounts receivable | (3,652) | 0 | |
Other assets | 887 | 1,298 | |
Operating lease liabilities | (396) | (29) | |
Accounts payable | 54 | (661) | |
Payables to affiliates | 1,587 | 0 | |
Accrued expenses and other liabilities | (17,564) | (2,654) | |
Net cash used in operating activities | (28,322) | (9,512) | |
Cash flows from investing activities: | |||
Capital expenditures | (5,428) | (18,519) | |
Advances to affiliates | (4,977) | (868) | |
Proceeds from sale of marketable securities | 45 | 0 | |
Proceeds from sale of shares in equity method investments | 49,103 | 0 | |
Additions to equity method investments | (10,048) | (12,091) | |
Net cash provided by (used in) investing activities | 28,695 | (31,478) | |
Cash flows from financing activities: | |||
Proceeds from issuances of common stock, net of issuance costs | 0 | 71,084 | |
Principal payments on long-term debt | (68) | (118) | |
Payments to tax authorities for employee stock-based compensation | (591) | 0 | |
Net cash (used in) provided by financing activities | (659) | 70,966 | |
Net (decrease) increase in cash | (286) | 29,976 | |
Cash and cash equivalents at beginning of period | 71,730 | 99,247 | |
Cash and cash equivalents at end of period | 71,444 | 129,223 | |
Supplemental disclosure of cash flow information: | |||
Noncash capital expenditures in accounts payable and accrued expenses | 1,362 | 7,438 | |
Noncash investment in affiliates for issuance of company stock | 746 | 0 | |
Cash paid for interest | 39 | 15 | |
Capitalized stock-based compensation | 39 | 41 | |
Noncash acquisitions of mining interests financed by sellers | $ 264 | $ 0 | |
[1] (Loss) gain on equity method investments includes a loss on the sale of shares in Sayona Mining of $17,215, partially offset by a gain on the sale of shares in Atlantic Lithium of $3,143 and a gain on dilution related to the issuance of additional shares of Atlantic Lithium of $186 for the three months ended March 31, 2024. For the three months ended March 31, 2023, the gain of $3,275 in equity method investments includes a gain on dilution related to the issuance of additional shares of Sayona Mining. See Note 6 —Equity Method Investments. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2022 | 18,073 | ||||
Beginning balance at Dec. 31, 2022 | $ 270,289 | $ 2 | $ 381,242 | $ (105,658) | $ (5,297) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net (in shares) | 1,097 | ||||
Issuance of common stock, net of issuance costs | 71,084 | 71,084 | |||
Stock-based compensation, net of forfeitures | 1,166 | 1,166 | |||
Shares issued for exercise/vesting of stock-based compensation awards (in shares) | 13 | ||||
Equity method investments adjustments in other comprehensive income (loss), net of tax | (2,213) | (2,213) | |||
Net loss | (8,639) | (8,639) | |||
Ending balance (in shares) at Mar. 31, 2023 | 19,183 | ||||
Ending balance at Mar. 31, 2023 | $ 331,687 | $ 2 | 453,492 | (114,297) | (7,510) |
Beginning balance (in shares) at Dec. 31, 2023 | 19,272 | 19,272 | |||
Beginning balance at Dec. 31, 2023 | $ 332,330 | $ 2 | 462,899 | (126,844) | (3,727) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net (in shares) | 53 | ||||
Issuance of common stock, net of issuance costs | 747 | 747 | |||
Stock-based compensation, net of forfeitures | 2,106 | 2,106 | |||
Shares issued for exercise/vesting of stock-based compensation awards (in shares) | 67 | ||||
Shares surrendered for tax obligations for share-based transactions (in shares) | (27) | ||||
Shares surrendered for tax obligations for stock-based transactions | (592) | (592) | |||
Equity method investments adjustments in other comprehensive income (loss), net of tax | 87 | 87 | |||
Net loss | $ (23,611) | (23,611) | |||
Ending balance (in shares) at Mar. 31, 2024 | 19,365 | 19,365 | |||
Ending balance at Mar. 31, 2024 | $ 311,067 | $ 2 | $ 465,160 | $ (150,455) | $ (3,640) |
DESCRIPTION OF COMPANY
DESCRIPTION OF COMPANY | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF COMPANY | DESCRIPTION OF COMPANY Nature of Business Piedmont Lithium Inc. (“Piedmont Lithium,” “we,” “our,” “us,” or “Company”) is a U.S. based, development-stage, multi-asset, integrated lithium business in support of a clean energy economy and U.S. and global energy security. We plan to supply lithium hydroxide to the electric vehicle and battery manufacturing supply chains in North America by processing spodumene concentrate produced from assets we own or in which we have an economic interest. Our portfolio of wholly-owned projects includes Carolina Lithium, a proposed, fully integrated spodumene ore-to-lithium hydroxide project in Gaston County, North Carolina, and Tennessee Lithium, a proposed merchant lithium hydroxide manufacturing plant in McMinn County, Tennessee. The balance of our project portfolio includes strategic investments in lithium assets in Quebec, Canada, including the operating NAL mine; in Ghana, West Africa with Atlantic Lithium, including Ewoyaa; and in Newfoundland, Canada with Vinland Lithium. Basis of Presentation Our unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. GAAP and in conformity with the rules and regulations of the SEC. Certain prior period amounts have been reclassified to be consistent with current period presentation. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our reporting currency is U.S. dollars, and we operate on a calendar fiscal year. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report for the year ended December 31, 2023. These unaudited consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are considered necessary for a fair statement of the results of operations, financial position, and cash flows for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2024, for any other future interim periods, or for any other future fiscal year. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets, fair value of stock-based compensation awards and marketable securities, income tax uncertainties, valuation of deferred tax assets, contingent assets and liabilities, legal claims, asset impairments, provisional revenue adjustments, collectability of receivables, and environmental remediation. Actual results could differ due to the uncertainty inherent in the nature of these estimates. We base our estimates and assumptions on current facts, historical experience, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from our estimates. To the extent there are material differences between estimates and actual results, future results of operations will be affected. Risk and Uncertainties We are subject to a number of risks similar to those of other companies of similar size in our industry, including, but not limited to, the success of our exploration and development activities, success of our equity method investments in international projects, permitting and construction delays, the need for additional capital or financing to fund operating losses and investments in our lithium projects and affiliates in Quebec and Ghana, competition from substitute products and services, protection of proprietary technology, litigation, and dependence on key individuals. We have accumulated deficits of $150.5 million and $126.8 million as of March 31, 2024 and December 31, 2023, respectively. We had available cash on hand of $71.4 million as of March 31, 2024, and believe this cash will be sufficient to fund our operations and meet our obligations as they come due for at least one year from the date these unaudited consolidated financial statements are issued. In the event our cash requirements change during the next twelve months, management has the ability and commitment to make corresponding changes to our operating expenses, capital expenditures, and investments as necessary. No assurances can be given that any additional cost reduction strategies we undertake would be sufficient to meet our needs.We may continue to incur investing net cash outflows associated with, among other things, funding capital projects, development-stage technical studies, permitting activities associated with our projects, funding our expected commitments in Quebec and Ghana, maintaining and acquiring exploration properties and undertaking ongoing exploration activities. Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability. Our unaudited consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Significant Accounting Policies There have been no changes to significant accounting policies described in Note 2— Summary of Significant Accounting Policies within Part II, Item 8 of our Annual Report for the year ended December 31, 2023. Recently Issued and Adopted Accounting Pronouncements We have considered the applicability and impact of all recently issued accounting pronouncements and have determined that they were either not applicable or were not expected to have a material impact on our unaudited consolidated financial statements. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE We recognize revenue from product sales at a point in time when performance obligations are satisfied under the terms of contracts with our customers. A performance obligation is deemed to be satisfied when control of the product is transferred to our customer, which is typically upon delivery to the shipping carrier. There currently are no contracts with multiple performance obligations, and there have been no unsatisfied performance obligations. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. Initial pricing is typically billed 5 days to 30 days after the departure of the shipment and paid between 15 days to 75 days of the shipment. Final adjustments to prices may take longer to resolve. When the final price has not been resolved by the end of a reporting period, we estimate the expected sales price based on the initial price, market pricing, and known quality measurements. We warrant to our customers that our products conform to mutually agreed product specifications. We are subject to provisional revenue adjustments associated with commodity price fluctuations for our spodumene concentrate sales. These adjustments are unknown until final settlement. Revenue and provisional adjustments are reflected in the following table: (in thousands) Three Months Ended March 31, 2024 Spodumene concentrate sales $ 13,070 Provisional revenue adjustments 331 Revenue $ 13,401 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Incentive Plans Under our Stock Incentive Plan, we are authorized to grant 3,000,000 shares, or share equivalents, of stock options, stock appreciation rights, restricted stock units and restricted stock, any of which may be performance-based. Our Leadership and Compensation Committee determines the exercise price for stock options and the base price of stock appreciation rights, which may not be less than the fair market value of our common stock on the date of grant. Generally, stock options, and stock appreciation rights fully vest after three years of service and expire at the end of ten years. PRAs vest upon achievement of certain pre-established performance targets that are based on specified performance criteria over a performance period. As of March 31, 2024, 1,738,522 shares of common stock were available for issuance under our Stock Incentive Plan. We include the expense related to stock-based compensation in the same financial statement line item as cash compensation paid to the same employee. As of March 31, 2024, we had remaining unvested stock-based compensation expense of $11.7 million to be recognized through December 31, 2026. Additionally, and if applicable, we capitalize personnel expenses, including stock-based compensation expenses, attributable to the development of our mine and construction of our plants. We recognize share-based award forfeitures as they occur. Stock-based compensation related to all stock-based incentive plans is presented in the following table: Three Months Ended (in thousands) 2024 2023 Components of stock-based compensation: Stock-based compensation $ 2,146 $ 1,171 Stock-based compensation forfeitures (40) (5) Stock-based compensation, net of forfeitures $ 2,106 $ 1,166 Presentation of stock-based compensation in the unaudited consolidated financial statements: Exploration costs $ 5 $ 20 Selling, general and administrative expenses 2,062 1,105 Stock-based compensation expense, net of forfeitures (1) 2,067 1,125 Capitalized stock-based compensation (2) 39 41 Stock-based compensation, net of forfeitures $ 2,106 $ 1,166 __________________________ (1) We did not reflect a tax benefit associated with stock-based compensation expense in the consolidated statements of operations because we had a full tax valuation allowance during these periods. As such, the table above does not reflect the tax impacts of stock-based compensation expense. (2) These costs relate to direct labor costs associated with Tennessee Lithium and Carolina Lithium and are included in “Property, plant and mine development, net” in our consolidated balance sheets. Stock Option Awards Stock options may be granted to employees, officers, non-employee directors, and other service providers. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes valuation model, and the expense is recognized over the option vesting period. The following assumptions were used to estimate the fair value of stock options granted during the periods presented below: Three Months Ended 2024 2023 Expected life of options (in years) 6.4 6.4 Risk-free interest rate 4.2% 4.2% Assumed volatility 35% 40% Expected dividend rate — — Restricted Stock Unit Awards RSUs may be granted to employees and non-employee directors and recognized as stock-based compensation expense over the vesting period, subject to the passage of time and continued service during the vesting period, based on the market price of our common stock on the grant date. In some instances, awards may vest concurrently with or following an employee’s termination. Performance Rights Awards As of March 31, 2024, there were 21,198 unvested Milestone PRAs and 155,829 unvested TSR PRAs. The awards become eligible to vest only if the goals are achieved and will vest only if the grantee remains employed by the Company through each applicable vesting date, subject to certain accelerated vesting terms for qualified terminations. Each performance right converts into one share of common stock upon vesting of the performance right. We determine the fair value of Milestone PRAs based upon the market price of our common stock on the grant date. Milestone PRAs are subject to certain milestones related to construction, feasibility studies, and offtake agreements, which must be satisfied in order for PRAs to vest. We estimate the fair value of the TSR PRAs at the grant date using a Monte Carlo simulation. The Monte Carlo simulation fair value model requires the use of highly subjective and complex assumptions, including price volatility of the underlying stock to simulate a range of possible future stock prices for the Company and each member of the peer group over the performance periods to determine the grant date fair value. Compensation expense is recognized based upon the assumption of 100% achievement of the TSR goal and is reflected over the service period of the award. Compensation expense will not be reversed even if the threshold level of TSR is never achieved. The number of shares that may vest ranges from 0% to 200% of the target amount and is based on actual performance at the end of each performance period ranging from 1 year to 3 years. The following assumptions were used in the Monte Carlo simulation for TSR PRAs granted during periods presented below: Three Months Ended 2024 2023 Expected term (in years) 1 - 3 1 - 3 Risk-free interest rate 4.7% 4.9% Assumed volatility 50% 60% Expected dividend yield — — A summary of activity related to our share-based awards is presented in the following table: 2024 2023 (in thousands) Stock Option Awards Restricted Stock Units Performance Rights Awards Stock Option Awards Restricted Stock Units Performance Rights Awards Share balance at January 1 295 80 86 265 36 44 Granted 155 200 123 42 40 42 Exercised, surrendered or vested — (35) (32) — (13) — Forfeited or expired — (2) — — (1) — Share balance at March 31 450 243 177 307 62 86 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE We compute basic and diluted earnings per common share by dividing net earnings by the respective weighted-average number of common shares outstanding for the periods presented. Our calculation of diluted earnings per common share also includes the dilutive effects for the assumed vesting of outstanding options, RSUs, and PRAs based on the treasury stock method. In computing diluted earnings per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive. Basic and diluted net loss per share is reflected in the following table: Three Months Ended (in thousands, except per share amounts) 2024 2023 Net loss $ (23,611) $ (8,639) Weighted-average number of common shares used in calculating basic and dilutive loss per share 19,326 18,524 Basic and diluted net loss per weighted-average share $ (1.22) $ (0.47) Potentially dilutive shares were not included in the calculation of diluted net loss per share because their effect would have been anti-dilutive in those periods. PRAs were not included as their performance obligations had not been met as of the end of the reporting period. The potentially dilutive and anti-dilutive shares not included in diluted net loss per share are presented in the following table: Three Months Ended (in thousands) 2024 2023 Stock options 450 307 RSUs 243 62 PRAs 177 86 Total potentially dilutive shares 870 455 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We recorded an income tax benefit of $3.1 million on a loss before taxes of $26.7 million and a provision of $0.5 million on a loss before taxes of $8.1 million in the three months ended March 31, 2024 and 2023, respectively. The effective tax rates were 11.6% and (6.1)% in the three months ended March 31, 2024 and 2023, respectively. The effective tax rate in the three months ended March 31, 2024 and 2023 differs from the U.S. federal statutory rate due to the valuation allowance against our U.S. deferred tax assets and income or loss in foreign jurisdictions that is taxed at different rates than the U.S. statutory tax rate. The decrease in income tax expense for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 was primarily due to the non-recurring tax benefit recognized on the pre-tax loss generated from the sale of shares in Sayona Mining in the three months ended March 31, 2024. The sale of Sayona Mining shares resulted in a book loss of $17.2 million, primarily due to the previously recorded non-cash gains on dilution of $46.3 million over the life of our investment. The deferred tax on the investment of $6.0 million was reversed for a deferred tax benefit, offset by a $3.2 million tax payable on the total taxable gain of $22.0 million. The long-term tax payable of $3.2 million is recorded in “Other non-current liabilities” in the consolidated balance sheets. |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | EQUITY METHOD INVESTMENTS We apply the equity method to investments when we have the ability to exercise significant influence over the operational decision-making authority and financial policies of the investee. The following tables summarize the carrying amounts, including changes therein, of our equity method investments: Three Months Ended March 31, 2024 (in thousands) Sayona Mining (2) Sayona Quebec Atlantic Lithium (3) Vinland Lithium Total Balance at December 31, 2023 $ 59,494 $ 76,552 $ 9,825 $ 1,791 $ 147,662 Additional investments — 10,048 — — 10,048 Gain on dilution of equity method investments (1) — — 186 — 186 Loss from equity method investments (2,094) (3,073) (198) (75) (5,440) Foreign currency translation adjustments of equity method investments 1,228 (1,735) 856 (39) 310 Net proceeds from sale of shares (41,413) — (7,690) — (49,103) Gain (loss) on sale of shares of equity method investments (4) (17,215) — 3,143 — (14,072) Transfer to investments in marketable securities — — (6,122) — (6,122) Balance at March 31, 2024 $ — $ 81,792 $ — $ 1,677 $ 83,469 __________________________ (1) Gain on dilution of equity method investments relates to the exercise of stock options and share grants which resulted in a reduction of our ownership in Atlantic Lithium and is included in “(Loss) gain on sale of equity method investments” in the consolidated financial statements. (2) As of March 31, 2024, Sayona Mining is no longer accounted for as an equity method investment. During the three months ended March 31, 2024, we sold 1,249,806,231 shares of Sayona Mining for an average of $0.03 per share. The shares sold represented our entire holding in Sayona Mining and approximately 12% of Sayona Mining’s outstanding shares and resulted in net proceeds of $41.4 million. The sale of these shares has no impact on our joint venture or offtake rights with Sayona Quebec. (3) As of March 31, 2024, Atlantic Lithium is no longer accounted for as an equity method investment. During the three months ended March 31, 2024, we sold 24,479,868 shares of Atlantic Lithium for an average $0.32 per share. The shares sold represented approximately 4% of Atlantic Lithium’s outstanding shares and resulted in net proceeds of $7.7 million. In connection with the sale of the shares, we no longer hold a board seat with Atlantic Lithium and therefore do not exercise significant influence. Our remaining investment in Atlantic Lithium of approximately 5% is accounted for as an investment in marketable securities and presented at fair value at each reporting date based on the closing price of Atlantic Lithium’s share price on the ASX. See Note 8 —Other Assets and Liabilities . Our reduced ownership in Atlantic Lithium has no impact on our earn-in or offtake rights with Atlantic Lithium and the Ewoyaa project. (4) Amounts reclassified out of accumulated other comprehensive loss into net income related to the sale of shares of equity method investments were $3.0 million and $0.6 million, net of tax, for Sayona Mining and Atlantic Lithium, respectively. Three Months Ended March 31, 2023 (in thousands) Sayona Mining Sayona Quebec Atlantic Lithium Total Balance at December 31, 2022 $ 44,620 $ 39,763 $ 11,265 $ 95,648 Additional investments 100 11,991 — 12,091 Gain on dilution of equity method investments (1) 3,275 — — 3,275 Loss from equity method investments (1,041) (1,269) (432) (2,742) Foreign currency translation adjustments of equity method investments (2,766) 64 (174) (2,876) Balance at March 31, 2023 $ 44,188 $ 50,549 $ 10,659 $ 105,396 Ownership % as of March 31, 2023 14 % 25 % 9 % __________________________ (1) Gain on dilution of equity method investments relates to issuances of additional shares of Sayona Mining, which reduced our ownership interest in Sayona Mining and is included in “(Loss) gain on sale of equity method investments” in the consolidated financial statements. As of March 31, 2024, we accounted for our existing investments in Sayona Quebec and Vinland Lithium as equity method investments. Sayona Quebec We own an equity interest of 25% in Sayona Quebec for the purpose of furthering our investment and strategic partnership in Quebec, Canada. The remaining 75% equity interest is held by Sayona Mining. Sayona Quebec holds a 100% interest in NAL, which consists of a surface mine and a concentrator plant, as well as Authier and Tansim. We hold a life-of-mine offtake agreement with Sayona Quebec for the greater of 113,000 dmt or 50% of spodumene concentrate production per year. Our purchases of spodumene concentrate from Sayona Quebec are subject to market pricing with a price floor of $500 per dmt and a price ceiling of $900 per dmt for 6.0% spodumene concentrate on a DAP (Incoterms 2020) North Carolina basis. In addition to lithium mining and concentrate production, NAL owns a partially completed lithium carbonate plant, which was developed by a prior operator of NAL. Sayona Quebec completed a preliminary technical study for the completion and restart of the NAL carbonate plant during the quarter ended June 30, 2023. If we decide to construct and operate a lithium conversion plant with Sayona Mining through our joint venture, Sayona Quebec, then spodumene concentrate produced from NAL would be preferentially delivered to that conversion plant upon commencement of conversion operations. Any remaining spodumene concentrate not delivered to the conversion plant would first be sold to us up to our offtake right and then to third parties. Any decision to construct jointly-owned lithium conversion capacity must be agreed upon by both parties. In the three months ended March 31, 2024, NAL produced approximately 40,400 dmt of spodumene concentrate and shipped approximately 58,000 dmt, of which approximately 15,500 dmt were sold to Piedmont Lithium. We sold approximately 15,500 dmt of spodumene concentrate and recognized $13.4 million in revenue with a realized sales price of $865 per dmt and a realized cost of sales of $820 per dmt, in the three months ended March 31, 2024. Realized cost of sales is the average cost of sales based on our offtake pricing agreement with Sayona Quebec for the purchase of spodumene concentrate at a market price subject to a floor of $500 per dmt and a ceiling of $900 per dmt, with adjustments for product grade, freight, and insurance. Payables to NAL of $1.8 million and $0.2 million as of March 31, 2024 and December 31, 2023, respectively, are recorded in “Payables to affiliates” in our consolidated balance sheets. Vinland Lithium We own an equity interest of approximately 20% in Vinland Lithium, a Canadian-based entity jointly owned with Sokoman Minerals and Benton Resources. Vinland Lithium currently owns Killick Lithium, a large exploration property prospective for lithium located in southern Newfoundland, Canada. We have entered into an earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium through current and future phased investments. Our share of income (loss) from equity method investments is recorded on a one-quarter lag in “Loss from equity method investments” within “Loss from operations” in our consolidated statements of operations. Summarized Financial Information The following tables present summarized financial information is included in our share of loss from equity method investments noted above for our significant equity investment Sayona Quebec. The balances below were compiled from information provided to us by Sayona Quebec and are presented in accordance with U.S. GAAP: Three Months Ended (in thousands) 2024 2023 Revenue $ 22,890 $ — Gross profit (14,477) — Net loss from operations (14,524) (5,078) Net loss (12,290) (5,078) |
ADVANCES TO AFFILIATES
ADVANCES TO AFFILIATES | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
ADVANCES TO AFFILIATES | ADVANCES TO AFFILIATES Advances to affiliates consisted of the following: (in thousands) March 31, December 31, Ewoyaa $ 31,331 $ 26,378 Killick Lithium 2,539 1,811 Total advances to affiliates $ 33,870 $ 28,189 Advances to affiliates relate to staged investments for future planned lithium projects. We have a strategic partnership with Atlantic Lithium that includes Atlantic Lithium Ghana. Under our partnership, we entered into a project agreement to acquire a 50% equity interest in Atlantic Lithium Ghana in two phases, with each phase requiring us to make future staged investments in Ewoyaa over a period of time. We have an earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium. We completed phase 1 of our investment in mid 2023, which allowed us to acquire a 22.5% equity interest in Atlantic Lithium Ghana, by funding Ewoyaa’s exploration and DFS costs and notifying Atlantic Lithium of our intention to proceed with additional funding required under phase 2. Atlantic Lithium issued their DFS for Ewoyaa in June 2023. In August 2023, we supplied Atlantic Lithium with notification of our intent to proceed with additional funding for Phase 2. Our future equity interest ownership under phase 1 remains subject to government approvals required under Ghana’s Mineral and Mining Act. Phase 2 allows us to acquire an additional 27.5% equity interest in Atlantic Lithium Ghana upon completion of funding $70 million for capital costs associated with the development of Ewoyaa. Upon issuance of our equity interest associated with Phase 1 and completion and issuance of our equity interested associated with Phase 2, we expect to have a total equity interest of 50% in Atlantic Lithium Ghana. Atlantic Lithium Ghana, in turn, will hold an 81% interest in the Ewoyaa project net of the interests which will be held by the Ghanaian government, resulting in an effective ownership interest of 40.5% in Ewoyaa, by Piedmont Lithium. Our maximum exposure to a loss as a result of our involvement in Ewoyaa and Killick Lithium is limited to the total amount funded by Piedmont Lithium to Atlantic Lithium and Vinland Lithium. As of March 31, 2024, we did not own an equity interest in Atlantic Lithium Ghana or Killick Lithium. We have made advances to Vinland Lithium for Killick Lithium totaling $0.8 million in the three months ended March 31, 2024, and have made advances to Atlantic Lithium for Ewoyaa totaling $5.0 million and $0.9 million in the three months ended March 31, 2024 and 2023, respectively. |
OTHER ASSETS AND LIABILITIES
OTHER ASSETS AND LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS AND LIABILITIES | OTHER ASSETS AND LIABILITIES Other current assets consisted of the following: (in thousands) March 31, December 31, Marketable securities $ 7,627 $ — Prepaid and other current assets 2,501 3,345 Equity securities 231 484 Total other current assets $ 10,359 $ 3,829 Our investments in marketable securities consisted of common shares in Atlantic Lithium, a publicly traded company on the ASX. During the three months ended March 31, 2024, we recognized a gain of $1.6 million based on changes to fair value of the marketable securities. Prior to March 31, 2024, we accounted for Atlantic Lithium under the equity method of accounting. See Note 6 —Equity Method Investments. Our investment in equity securities consisted of common shares in Ricca, a private company focused on gold exploration in Africa. We recognized a loss of $0.2 million on the equity securities based on changes in observable market data during the three months ended March 31, 2024 Other non-current assets consisted of the following: (in thousands) March 31, December 31, Operating lease right-of-use assets $ 1,293 $ 1,371 Asset retirement obligation, net 407 414 Other non-current assets 329 379 Total other non-current assets $ 2,029 $ 2,164 Asset retirement obligation is net of accumulated amortization of $14 thousand, and $7 thousand as of March 31, 2024 and December 31, 2023, respectively. Other current liabilities consisted of the following: (in thousands) March 31, December 31, Accrued provisional revenue adjustment $ 8,871 $ 29,151 Operating lease liabilities 323 312 Total other current liabilities $ 9,194 $ 29,463 |
OTHER ASSETS AND LIABILITIES | OTHER ASSETS AND LIABILITIES Other current assets consisted of the following: (in thousands) March 31, December 31, Marketable securities $ 7,627 $ — Prepaid and other current assets 2,501 3,345 Equity securities 231 484 Total other current assets $ 10,359 $ 3,829 Our investments in marketable securities consisted of common shares in Atlantic Lithium, a publicly traded company on the ASX. During the three months ended March 31, 2024, we recognized a gain of $1.6 million based on changes to fair value of the marketable securities. Prior to March 31, 2024, we accounted for Atlantic Lithium under the equity method of accounting. See Note 6 —Equity Method Investments. Our investment in equity securities consisted of common shares in Ricca, a private company focused on gold exploration in Africa. We recognized a loss of $0.2 million on the equity securities based on changes in observable market data during the three months ended March 31, 2024 Other non-current assets consisted of the following: (in thousands) March 31, December 31, Operating lease right-of-use assets $ 1,293 $ 1,371 Asset retirement obligation, net 407 414 Other non-current assets 329 379 Total other non-current assets $ 2,029 $ 2,164 Asset retirement obligation is net of accumulated amortization of $14 thousand, and $7 thousand as of March 31, 2024 and December 31, 2023, respectively. Other current liabilities consisted of the following: (in thousands) March 31, December 31, Accrued provisional revenue adjustment $ 8,871 $ 29,151 Operating lease liabilities 323 312 Total other current liabilities $ 9,194 $ 29,463 |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
EQUITY | EQUITY We are authorized to issue up to 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. We have no outstanding shares of preferred stock. In February 2024, we issued a total of 52,701 shares of our common stock at an issue price of $14.17 per share as an advance of our funding obligations to Killick Lithium. There were no share issuance costs associated with the issuance and the value of the shares were treated as an advance within our earn-in agreement with Vinland Lithium to acquire up to a 62.5% equity interest in Killick Lithium through staged investments. In February 2023, we received $75 million from LG Chem in exchange for 1,096,535 shares of our common stock at a price of $68.40 per share and in conjunction with a multi-year spodumene concentrate offtake agreement. Share issuance costs associated with the issuance totaled $3.9 million and were accounted for as a reduction in the proceeds from share issuances in our consolidated balance sheets. As of March 31, 2024, $500 million of securities was available under our shelf registration statement, which expires on September 24, 2024. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC Topic 280, “Segment Reporting . ” We have a single reportable operating segment that operates as a single business platform. In reaching this conclusion, management considered the definition of the CODM, how the business is defined by the CODM, the nature of the information provided to the CODM, how the CODM uses such information to make operating decisions, and how resources and performance are assessed. The results of operations provided to and analyzed by the CODM are at the consolidated level, and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. We have a single, common management team and our cash flows are reported and reviewed at the consolidated level only with no distinct cash flows at an individual business level. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We follow ASC Topic 820, “Fair Value Measurement and Disclosure,” which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived from observable market data by correlation or other means. Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. Measurement of Fair Value Our material financial instruments consist primarily of cash and cash equivalents, investments in marketable and equity securities, trade and other payables, and long-term debt as follows: • Long-term debt—As of March 31, 2024 and December 31, 2023, we had $0.4 million and $0.2 million, respectively, of principal debt outstanding associated with seller financed loans. The carrying value of our long-term debt approximates its estimated fair value. • Investments in marketable and equity securities—As of March 31, 2024 and December 31, 2023, we had $7.9 million and $0.5 million, respectively, of investments in marketable and equity securities which are recorded at fair value. $7.6 million are related to shares of Atlantic Lithium which are based on Level 1 inputs, and $0.2 million are related to shares of Ricca which are based on Level 2 inputs. See Note 8— Other Assets and Liabilities . • Other financial instruments—The carrying amounts of cash and cash equivalents and trade and other payables approximate fair value due to their short-term nature and are based on Level 1 inputs. Level 3 activity was not material for all periods presented. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings We are involved from time to time in various claims, proceedings, and litigation. We establish reserves for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. In July 2021, a class of putative plaintiffs filed a lawsuit against us in the U.S. District Court for the Eastern District of New York claiming violations of the Exchange Act. The complaint alleged, among other things, that we made false and/or misleading statements and/or failed to make disclosure relating to proper and necessary permits. In February 2022, the Court appointed a lead plaintiff in this action, and the lead plaintiff filed an amended complaint in April 2022. On July 18, 2022, we moved to dismiss the amended complaint. On September 1, 2022, the lead plaintiff filed his Memorandum of Law in Opposition to our Motion to Dismiss. On October 7, 2022, we filed our Reply Memorandum in support of our Motion to Dismiss. On January 18, 2024, the Court granted our Motion to Dismiss the amended complaint. The lead plaintiff’s deadline to appeal the decision of the Court expired. As of the date of this Quarterly Report, the lead plaintiff did not appeal the decision of the Court. On July 5, 2022, Brad Thomascik, a purported shareholder of the Company’s equity securities, filed a shareholder derivative lawsuit in the U.S. District Court for the Eastern District of New York. On behalf of the Company, the lawsuit purported to bring claims against certain of the Company’s officers and directors. The complaint alleged that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for Carolina Lithium in North Carolina at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the Company in connection with this action. The lawsuit focused on the same public statements as the shareholder derivative suit described below. In September 2022, the parties agreed to a stipulation to stay the proceeding pending resolution of the motion to dismiss in the securities law matters described above, and the Court ordered the case stayed in October 2022. On October 14, 2021, Vincent Varbaro, a purported holder of Piedmont Australia’s American Depositary Shares and the Company’s equity securities, filed a shareholder derivative suit in the U.S. District Court for the Eastern District of New York, purporting to bring claims on behalf of the Company against certain of the Company’s officers and directors. The complaint alleged that the defendants breached their fiduciary duties in connection with the Company’s statements regarding the timing and status of government permits for Carolina Lithium in North Carolina, at various times between March 16, 2018 and July 19, 2021. No litigation demand was made to the Company in connection with this action. In December 2021, the parties agreed to a stipulation to stay the proceeding pending resolution of the motion to dismiss in the securities law matters described above, and the Court ordered the case stayed. On March 11, 2024, after dismissal was granted in the securities law matters described above, the parties in the Thomascik and Varbaro cases stipulated to dismiss their two actions with prejudice. Accordingly, the court directed that each of the Thomascik and Varbaro cases be closed on March 13, 2024 and March 22, 2024, respectively. On February 6, 2024, the SEC issued an investigative subpoena to the Company primarily seeking documents and information relating to the Company’s mining-related investments and operations outside of the U.S. The Company is cooperating with the SEC to respond to the subpoena in a timely manner. Asset Retirement Obligations |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (23,611) | $ (8,639) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF COMPANY (Policie
DESCRIPTION OF COMPANY (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Our unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. GAAP and in conformity with the rules and regulations of the SEC. Certain prior period amounts have been reclassified to be consistent with current period presentation. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our reporting currency is U.S. dollars, and we operate on a calendar fiscal year. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report for the year ended December 31, 2023. These unaudited consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are considered necessary for a fair statement of the results of operations, financial position, and cash flows for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ending December 31, 2024, for any other future interim periods, or for any other future fiscal year. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets, fair value of stock-based compensation awards and marketable securities, income tax uncertainties, valuation of deferred tax assets, contingent assets and liabilities, legal claims, asset impairments, provisional revenue adjustments, collectability of receivables, and environmental remediation. Actual results could differ due to the uncertainty inherent in the nature of these estimates. We base our estimates and assumptions on current facts, historical experience, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from our estimates. To the extent there are material differences between estimates and actual results, future results of operations will be affected. |
Risk and Uncertainties | Risk and Uncertainties We are subject to a number of risks similar to those of other companies of similar size in our industry, including, but not limited to, the success of our exploration and development activities, success of our equity method investments in international projects, permitting and construction delays, the need for additional capital or financing to fund operating losses and investments in our lithium projects and affiliates in Quebec and Ghana, competition from substitute products and services, protection of proprietary technology, litigation, and dependence on key individuals. We have accumulated deficits of $150.5 million and $126.8 million as of March 31, 2024 and December 31, 2023, respectively. We had available cash on hand of $71.4 million as of March 31, 2024, and believe this cash will be sufficient to fund our operations and meet our obligations as they come due for at least one year from the date these unaudited consolidated financial statements are issued. In the event our cash requirements change during the next twelve months, management has the ability and commitment to make corresponding changes to our operating expenses, capital expenditures, and investments as necessary. No assurances can be given that any additional cost reduction strategies we undertake would be sufficient to meet our needs.We may continue to incur investing net cash outflows associated with, among other things, funding capital projects, development-stage technical studies, permitting activities associated with our projects, funding our expected commitments in Quebec and Ghana, maintaining and acquiring exploration properties and undertaking ongoing exploration activities. Our long-term success is dependent upon our ability to successfully raise additional capital or financing or enter into strategic partnership opportunities. Our long-term success is also dependent upon our ability to obtain certain permits and approvals, develop our planned portfolio of projects, earn revenues, and achieve profitability. Our unaudited consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements We have considered the applicability and impact of all recently issued accounting pronouncements and have determined that they were either not applicable or were not expected to have a material impact on our unaudited consolidated financial statements. |
Fair Value of Financial Instruments | Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We follow ASC Topic 820, “Fair Value Measurement and Disclosure,” which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived from observable market data by correlation or other means. Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue and provisional adjustments are reflected in the following table: (in thousands) Three Months Ended March 31, 2024 Spodumene concentrate sales $ 13,070 Provisional revenue adjustments 331 Revenue $ 13,401 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | Stock-based compensation related to all stock-based incentive plans is presented in the following table: Three Months Ended (in thousands) 2024 2023 Components of stock-based compensation: Stock-based compensation $ 2,146 $ 1,171 Stock-based compensation forfeitures (40) (5) Stock-based compensation, net of forfeitures $ 2,106 $ 1,166 Presentation of stock-based compensation in the unaudited consolidated financial statements: Exploration costs $ 5 $ 20 Selling, general and administrative expenses 2,062 1,105 Stock-based compensation expense, net of forfeitures (1) 2,067 1,125 Capitalized stock-based compensation (2) 39 41 Stock-based compensation, net of forfeitures $ 2,106 $ 1,166 __________________________ (1) We did not reflect a tax benefit associated with stock-based compensation expense in the consolidated statements of operations because we had a full tax valuation allowance during these periods. As such, the table above does not reflect the tax impacts of stock-based compensation expense. (2) These costs relate to direct labor costs associated with Tennessee Lithium and Carolina Lithium and are included in “Property, plant and mine development, net” in our consolidated balance sheets. |
Schedule of Assumptions Were Used to Estimate the Fair Value of Stock options | The following assumptions were used to estimate the fair value of stock options granted during the periods presented below: Three Months Ended 2024 2023 Expected life of options (in years) 6.4 6.4 Risk-free interest rate 4.2% 4.2% Assumed volatility 35% 40% Expected dividend rate — — |
Schedule of Share-Based Payment Award, Non-Option Equity Instruments, Valuation Assumptions | The following assumptions were used in the Monte Carlo simulation for TSR PRAs granted during periods presented below: Three Months Ended 2024 2023 Expected term (in years) 1 - 3 1 - 3 Risk-free interest rate 4.7% 4.9% Assumed volatility 50% 60% Expected dividend yield — — |
Schedule of Share-Based Payment Arrangement, Activity | A summary of activity related to our share-based awards is presented in the following table: 2024 2023 (in thousands) Stock Option Awards Restricted Stock Units Performance Rights Awards Stock Option Awards Restricted Stock Units Performance Rights Awards Share balance at January 1 295 80 86 265 36 44 Granted 155 200 123 42 40 42 Exercised, surrendered or vested — (35) (32) — (13) — Forfeited or expired — (2) — — (1) — Share balance at March 31 450 243 177 307 62 86 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | Basic and diluted net loss per share is reflected in the following table: Three Months Ended (in thousands, except per share amounts) 2024 2023 Net loss $ (23,611) $ (8,639) Weighted-average number of common shares used in calculating basic and dilutive loss per share 19,326 18,524 Basic and diluted net loss per weighted-average share $ (1.22) $ (0.47) |
Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The potentially dilutive and anti-dilutive shares not included in diluted net loss per share are presented in the following table: Three Months Ended (in thousands) 2024 2023 Stock options 450 307 RSUs 243 62 PRAs 177 86 Total potentially dilutive shares 870 455 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The following tables summarize the carrying amounts, including changes therein, of our equity method investments: Three Months Ended March 31, 2024 (in thousands) Sayona Mining (2) Sayona Quebec Atlantic Lithium (3) Vinland Lithium Total Balance at December 31, 2023 $ 59,494 $ 76,552 $ 9,825 $ 1,791 $ 147,662 Additional investments — 10,048 — — 10,048 Gain on dilution of equity method investments (1) — — 186 — 186 Loss from equity method investments (2,094) (3,073) (198) (75) (5,440) Foreign currency translation adjustments of equity method investments 1,228 (1,735) 856 (39) 310 Net proceeds from sale of shares (41,413) — (7,690) — (49,103) Gain (loss) on sale of shares of equity method investments (4) (17,215) — 3,143 — (14,072) Transfer to investments in marketable securities — — (6,122) — (6,122) Balance at March 31, 2024 $ — $ 81,792 $ — $ 1,677 $ 83,469 __________________________ (1) Gain on dilution of equity method investments relates to the exercise of stock options and share grants which resulted in a reduction of our ownership in Atlantic Lithium and is included in “(Loss) gain on sale of equity method investments” in the consolidated financial statements. (2) As of March 31, 2024, Sayona Mining is no longer accounted for as an equity method investment. During the three months ended March 31, 2024, we sold 1,249,806,231 shares of Sayona Mining for an average of $0.03 per share. The shares sold represented our entire holding in Sayona Mining and approximately 12% of Sayona Mining’s outstanding shares and resulted in net proceeds of $41.4 million. The sale of these shares has no impact on our joint venture or offtake rights with Sayona Quebec. (3) As of March 31, 2024, Atlantic Lithium is no longer accounted for as an equity method investment. During the three months ended March 31, 2024, we sold 24,479,868 shares of Atlantic Lithium for an average $0.32 per share. The shares sold represented approximately 4% of Atlantic Lithium’s outstanding shares and resulted in net proceeds of $7.7 million. In connection with the sale of the shares, we no longer hold a board seat with Atlantic Lithium and therefore do not exercise significant influence. Our remaining investment in Atlantic Lithium of approximately 5% is accounted for as an investment in marketable securities and presented at fair value at each reporting date based on the closing price of Atlantic Lithium’s share price on the ASX. See Note 8 —Other Assets and Liabilities . Our reduced ownership in Atlantic Lithium has no impact on our earn-in or offtake rights with Atlantic Lithium and the Ewoyaa project. (4) Amounts reclassified out of accumulated other comprehensive loss into net income related to the sale of shares of equity method investments were $3.0 million and $0.6 million, net of tax, for Sayona Mining and Atlantic Lithium, respectively. Three Months Ended March 31, 2023 (in thousands) Sayona Mining Sayona Quebec Atlantic Lithium Total Balance at December 31, 2022 $ 44,620 $ 39,763 $ 11,265 $ 95,648 Additional investments 100 11,991 — 12,091 Gain on dilution of equity method investments (1) 3,275 — — 3,275 Loss from equity method investments (1,041) (1,269) (432) (2,742) Foreign currency translation adjustments of equity method investments (2,766) 64 (174) (2,876) Balance at March 31, 2023 $ 44,188 $ 50,549 $ 10,659 $ 105,396 Ownership % as of March 31, 2023 14 % 25 % 9 % __________________________ (1) Gain on dilution of equity method investments relates to issuances of additional shares of Sayona Mining, which reduced our ownership interest in Sayona Mining and is included in “(Loss) gain on sale of equity method investments” in the consolidated financial statements. The following tables present summarized financial information is included in our share of loss from equity method investments noted above for our significant equity investment Sayona Quebec. The balances below were compiled from information provided to us by Sayona Quebec and are presented in accordance with U.S. GAAP: Three Months Ended (in thousands) 2024 2023 Revenue $ 22,890 $ — Gross profit (14,477) — Net loss from operations (14,524) (5,078) Net loss (12,290) (5,078) |
ADVANCES TO AFFILIATES (Tables)
ADVANCES TO AFFILIATES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Advance to Affiliates | Advances to affiliates consisted of the following: (in thousands) March 31, December 31, Ewoyaa $ 31,331 $ 26,378 Killick Lithium 2,539 1,811 Total advances to affiliates $ 33,870 $ 28,189 |
OTHER ASSETS AND LIABILITIES (T
OTHER ASSETS AND LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: (in thousands) March 31, December 31, Marketable securities $ 7,627 $ — Prepaid and other current assets 2,501 3,345 Equity securities 231 484 Total other current assets $ 10,359 $ 3,829 |
Schedule of Other Non-current Assets | Other non-current assets consisted of the following: (in thousands) March 31, December 31, Operating lease right-of-use assets $ 1,293 $ 1,371 Asset retirement obligation, net 407 414 Other non-current assets 329 379 Total other non-current assets $ 2,029 $ 2,164 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: (in thousands) March 31, December 31, Accrued provisional revenue adjustment $ 8,871 $ 29,151 Operating lease liabilities 323 312 Total other current liabilities $ 9,194 $ 29,463 |
DESCRIPTION OF COMPANY (Details
DESCRIPTION OF COMPANY (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficits | $ 150,455 | $ 126,844 |
Cash and cash equivalents | $ 71,444 | $ 71,730 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 13,401,000 | $ 0 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, initial pricing billing period | 5 days | |
Revenue, payment terms | 15 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, initial pricing billing period | 30 days | |
Revenue, payment terms | 75 days |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Spodumene concentrate sales | $ 13,070,000 | |
Provisional revenue adjustments | 331,000 | |
Revenue | $ 13,401,000 | $ 0 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 shares | Dec. 31, 2023 shares | Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards cost not yet recognized, amount | $ | $ 11.7 | |||
Granted (in shares) | 155,000 | 42,000 | ||
Expected term (in years) | 6 years 4 months 24 days | 6 years 4 months 24 days | ||
Milestone PRAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested awards expiring over the next three years (in shares) | 21,198 | |||
TSR PRAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested awards expiring over the next three years (in shares) | 155,829 | |||
Assumption of TSR Goal achievement, percent | 100% | |||
TSR PRAs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage of target amount | 0% | |||
Expected term (in years) | 1 year | 1 year | ||
TSR PRAs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting rights, percentage of target amount | 200% | |||
Expected term (in years) | 3 years | 3 years | ||
Performance Rights Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested awards expiring over the next three years (in shares) | 177,000 | 86,000 | 86,000 | 44,000 |
Award conversion ratio | 1 | |||
Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards authorized (in shares) | 3,000,000 | |||
Vesting period | 3 years | |||
Expiration period | 10 years | |||
Number of common stock available for issuance (in shares) | 1,738,522 |
STOCK-BASED COMPENSATION - Comp
STOCK-BASED COMPENSATION - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 2,146 | $ 1,171 |
Stock-based compensation forfeitures | (40) | (5) |
Stock-based compensation, net of forfeitures | 2,106 | 1,166 |
Stock-based compensation expense, net of forfeitures | 2,067 | 1,125 |
Capitalized stock-based compensation | 39 | 41 |
Stock-based compensation, net of forfeitures | 2,106 | 1,166 |
Exploration costs | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense, net of forfeitures | 5 | 20 |
Selling, general and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense, net of forfeitures | $ 2,062 | $ 1,105 |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions to Estimate Fair Value of Options and Non-Options (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options (in years) | 6 years 4 months 24 days | 6 years 4 months 24 days |
Risk-free interest rate | 4.20% | 4.20% |
Assumed volatility | 35% | 40% |
Expected dividend rate | 0% | 0% |
TSR PRAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 4.70% | 4.90% |
Assumed volatility | 50% | 60% |
Expected dividend rate | 0% | 0% |
Minimum | TSR PRAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options (in years) | 1 year | 1 year |
Maximum | TSR PRAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options (in years) | 3 years | 3 years |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Share-based Awards Activity (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock Option Awards | ||
Outstanding at beginning of period (in shares) | 295 | 265 |
Granted (in shares) | 155 | 42 |
Exercised, surrendered or vested (in shares) | 0 | 0 |
Forfeited or expired (in shares) | 0 | 0 |
Outstanding at end of period (in shares) | 450 | 307 |
Restricted Stock Units | ||
Restricted Stock Units & Performance Rights Awards | ||
Unvested at beginning of period (in shares) | 80 | 36 |
Granted (in shares) | 200 | 40 |
Exercised, surrendered or vested (in shares) | (35) | (13) |
Forfeited or expired (in shares) | (2) | (1) |
Unvested at end of period (in shares) | 243 | 62 |
Performance Rights Awards | ||
Restricted Stock Units & Performance Rights Awards | ||
Unvested at beginning of period (in shares) | 86 | 44 |
Granted (in shares) | 123 | 42 |
Exercised, surrendered or vested (in shares) | (32) | 0 |
Forfeited or expired (in shares) | 0 | 0 |
Unvested at end of period (in shares) | 177 | 86 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss, basic | $ (23,611) | $ (8,639) |
Net loss, diluted | $ (23,611) | $ (8,639) |
Weighted-average number of common shares used in calculating basic earnings per share (in shares) | 19,326 | 18,524 |
Weighted-average number of common shares used in calculating diluted earnings per share (in shares) | 19,326 | 18,524 |
Basic net loss per weighted-average share (in dollars per share) | $ (1.22) | $ (0.47) |
Diluted net loss per weighted-average share (in dollars per share) | $ (1.22) | $ (0.47) |
EARNINGS PER SHARE - Schedule_2
EARNINGS PER SHARE - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 870 | 455 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 450 | 307 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 243 | 62 |
PRAs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common shares considered anti-dilutive (in shares) | 177 | 86 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | ||
Feb. 27, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax (benefit) expense | $ (3,093) | $ 493 | ||
Loss before taxes | $ 26,704 | $ 8,146 | ||
Effective tax rate | 11.60% | (6.10%) | ||
Gain on partial sale of equity method investment | $ (14,072) | |||
Deferred tax liabilities | 0 | $ 6,023 | ||
Long-term tax payable | 3,200 | |||
Sayona Mining | ||||
Operating Loss Carryforwards [Line Items] | ||||
Gain on partial sale of equity method investment | (17,215) | |||
Investment company, non-cash accumulated gain (loss) | $ 46,300 | |||
Tax payable on gain of equity method investment disposal | 3,200 | |||
Taxable gain on sale of equity method investment | $ 22,000 |
EQUITY METHOD INVESTMENTS - Sum
EQUITY METHOD INVESTMENTS - Summary of Changes in Equity Method Investments (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 29, 2024 $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | |
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||
Equity method investments, beginning balance | $ 147,662 | $ 95,648 | |
Additional investments | 10,048 | 12,091 | |
Gain on dilution of equity method investments | 186 | 3,275 | |
Loss from equity method investments | (5,440) | (2,742) | |
Foreign currency translation adjustments of equity method investments | 310 | (2,876) | |
Net proceeds from sale of shares | (49,103) | 0 | |
Gain (loss) on sale of shares of equity method investments (4) | (14,072) | ||
Transfer to investments in marketable securities | (6,122) | ||
Equity method investments, ending balance | 83,469 | 105,396 | |
Number of shares sold (in shares) | shares | 52,701 | ||
Sale of stock, price (in dollars per share) | $ / shares | $ 14.17 | ||
Proceeds from sale of shares in equity method investments | 49,103 | 0 | |
Sayona Mining | |||
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||
Equity method investments, beginning balance | 59,494 | 44,620 | |
Additional investments | 0 | 100 | |
Gain on dilution of equity method investments | 0 | 3,275 | |
Loss from equity method investments | (2,094) | (1,041) | |
Foreign currency translation adjustments of equity method investments | 1,228 | (2,766) | |
Net proceeds from sale of shares | (41,413) | ||
Gain (loss) on sale of shares of equity method investments (4) | (17,215) | ||
Transfer to investments in marketable securities | 0 | ||
Equity method investments, ending balance | $ 0 | 44,188 | |
Number of shares sold (in shares) | shares | 1,249,806,231 | ||
Sale of stock, price (in dollars per share) | $ / shares | $ 0.03 | ||
Proceeds from sale of shares in equity method investments | $ 41,413 | ||
Sale of stock, percentage of total outstanding shares sold | 0.12 | ||
Sayona Mining | Reclassification out of Accumulated Other Comprehensive Income | |||
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||
Gain (loss) on sale of shares of equity method investments (4) | $ 3,000 | ||
Sayona Quebec | |||
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||
Equity method investments, beginning balance | 76,552 | 39,763 | |
Additional investments | 10,048 | 11,991 | |
Gain on dilution of equity method investments | 0 | 0 | |
Loss from equity method investments | (3,073) | (1,269) | |
Foreign currency translation adjustments of equity method investments | (1,735) | 64 | |
Net proceeds from sale of shares | 0 | ||
Gain (loss) on sale of shares of equity method investments (4) | 0 | ||
Transfer to investments in marketable securities | 0 | ||
Equity method investments, ending balance | 81,792 | 50,549 | |
Proceeds from sale of shares in equity method investments | $ 0 | ||
Equity interest, ownership percentage | 25% | ||
Atlantic Lithium | |||
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||
Equity method investments, beginning balance | $ 9,825 | 11,265 | |
Additional investments | 0 | 0 | |
Gain on dilution of equity method investments | 186 | 0 | |
Loss from equity method investments | (198) | (432) | |
Foreign currency translation adjustments of equity method investments | 856 | (174) | |
Net proceeds from sale of shares | (7,690) | ||
Gain (loss) on sale of shares of equity method investments (4) | 3,143 | ||
Transfer to investments in marketable securities | (6,122) | ||
Equity method investments, ending balance | $ 0 | $ 10,659 | |
Number of shares sold (in shares) | shares | 24,479,868 | ||
Sale of stock, price (in dollars per share) | $ / shares | $ 0.32 | ||
Proceeds from sale of shares in equity method investments | $ 7,690 | ||
Sale of stock, percentage of total outstanding shares sold | 0.04 | ||
Equity interest, ownership percentage | 5% | ||
Atlantic Lithium | Reclassification out of Accumulated Other Comprehensive Income | |||
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||
Gain (loss) on sale of shares of equity method investments (4) | $ 600 | ||
Vinland Lithium | |||
Increase (Decrease) in Equity Method Investment [Roll Forward] | |||
Equity method investments, beginning balance | 1,791 | ||
Additional investments | 0 | ||
Gain on dilution of equity method investments | 0 | ||
Loss from equity method investments | (75) | ||
Foreign currency translation adjustments of equity method investments | (39) | ||
Net proceeds from sale of shares | 0 | ||
Gain (loss) on sale of shares of equity method investments (4) | 0 | ||
Transfer to investments in marketable securities | 0 | ||
Equity method investments, ending balance | 1,677 | ||
Proceeds from sale of shares in equity method investments | $ 0 | ||
Equity interest, ownership percentage | 20% |
EQUITY METHOD INVESTMENTS - Add
EQUITY METHOD INVESTMENTS - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) t $ / t | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Revenue | $ | $ 13,401 | $ 0 | |
Affiliated Entity | |||
Schedule of Equity Method Investments [Line Items] | |||
Accounts payable | $ | $ 1,761 | $ 174 | |
Sayona Quebec | |||
Schedule of Equity Method Investments [Line Items] | |||
Long-term supply agreement, spodumene concentrate production | t | 113,000 | ||
Long-term supply agreement, spodumene concentrate production, percentage | 50% | ||
Long-term supply agreement, floor price (in dollars per Tonne) | $ / t | 500 | ||
Long-term supply agreement, ceiling price (in dollars per Tonne) | $ / t | 900 | ||
Long-term supply agreement, spodumene concentrate percentage | 6% | ||
Sayona Mining | Sayona Quebec | |||
Schedule of Equity Method Investments [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 75% | ||
Sayona Quebec | NAL | |||
Schedule of Equity Method Investments [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 100% | ||
Sayona Quebec | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest, ownership percentage | 25% | ||
Sayona Quebec | NAL | |||
Schedule of Equity Method Investments [Line Items] | |||
Long-term supply agreement, quantities produced (in dmt) | t | 40,400 | ||
Long-term supply agreement, quantities shipped (in dmt) | t | 58,000 | ||
Long-term supply agreement, quantities sold (in dmt) | t | 15,500 | ||
Long-term supply agreement, realized sales price (in dollars per Tonne) | $ / t | 865 | ||
Long-term supply agreement, realized cost of sales (in dollars per Tonne) | $ / t | 820 | ||
Vinland Lithium | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest, ownership percentage | 20% | ||
Killick Lithium | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, maximum ownership percentage through phased investments | 62.50% |
EQUITY METHOD INVESTMENTS - S_2
EQUITY METHOD INVESTMENTS - Summarized Financial Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 13,401,000 | $ 0 |
Gross profit | 691,000 | 0 |
Net loss from operations | (14,676,000) | (12,120,000) |
Net loss | (23,611,000) | (8,639,000) |
Sayona Quebec | ||
Income Statement [Abstract] | ||
Revenue | 22,890,000 | 0 |
Gross profit | (14,477,000) | 0 |
Net loss from operations | (14,524,000) | (5,078,000) |
Net loss | $ (12,290,000) | $ (5,078,000) |
ADVANCES TO AFFILIATES - Schedu
ADVANCES TO AFFILIATES - Schedule of Advance to Affiliates (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Advances to affiliates | $ 33,870 | $ 28,189 |
Ewoyaa | ||
Related Party Transaction [Line Items] | ||
Advances to affiliates | 31,331 | 26,378 |
Killick Lithium | ||
Related Party Transaction [Line Items] | ||
Advances to affiliates | $ 2,539 | $ 1,811 |
ADVANCES TO AFFILIATES - Additi
ADVANCES TO AFFILIATES - Additional Information (Details) | 3 Months Ended | |||
Mar. 31, 2024 USD ($) phase | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||
Equity method investments | $ 83,469,000 | $ 105,396,000 | $ 147,662,000 | $ 95,648,000 |
Payments to acquire equity interest | $ 10,048,000 | 12,091,000 | ||
Ghana Project | ||||
Related Party Transaction [Line Items] | ||||
Strategic partnership investments, percentage expected | 50% | |||
Strategic partnership investments, number of phases | phase | 2 | |||
Equity method investments | $ 0 | |||
Killick Lithium | ||||
Related Party Transaction [Line Items] | ||||
Equity method investment, maximum ownership percentage through phased investments | 62.50% | |||
Payments to acquire equity interest | $ 800,000 | |||
Ghana Project, Phase One | ||||
Related Party Transaction [Line Items] | ||||
Strategic partnership investments, percentage expected | 22.50% | |||
Ghana Project, Phase Two | ||||
Related Party Transaction [Line Items] | ||||
Strategic partnership investments, percentage expected | 27.50% | |||
Strategic partnership investments, funding amount | $ 70,000,000 | |||
Ewoyaa | ||||
Related Party Transaction [Line Items] | ||||
Strategic partnership investments, percentage expected | 81% | |||
Equity interest, ownership percentage | 40.50% | |||
Payments to acquire equity interest | $ 5,000,000 | $ 900,000 |
OTHER ASSETS AND LIABILITIES -
OTHER ASSETS AND LIABILITIES - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Marketable securities | $ 7,627 | $ 0 |
Prepaid and other current assets | 2,501 | 3,345 |
Equity securities | 231 | 484 |
Total other current assets | $ 10,359 | $ 3,829 |
OTHER ASSETS AND LIABILITIES _2
OTHER ASSETS AND LIABILITIES - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Advances to affiliates | $ 33,870 | $ 28,189 |
Operating lease right-of-use assets | 1,293 | 1,371 |
Asset retirement obligation, net (Note 15) | 407 | 414 |
Other non-current assets | 329 | 379 |
Total other non-current assets | 2,029 | 2,164 |
Asset retirement obligation, accumulated amortization | $ 14 | $ 7 |
OTHER ASSETS AND LIABILITIES _3
OTHER ASSETS AND LIABILITIES - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Gain on marketable securities | $ 1.6 |
Unrealized loss equity securities | $ 0.2 |
OTHER ASSETS AND LIABILITIES _4
OTHER ASSETS AND LIABILITIES - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Accrued provisional revenue adjustment | $ 8,871 | $ 29,151 |
Operating lease liabilities | 323 | 312 |
Total other current liabilities | $ 9,194 | $ 29,463 |
EQUITY (Details)
EQUITY (Details) - USD ($) | 1 Months Ended | |||
Feb. 29, 2024 | Feb. 28, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Preferred stock, shares outstanding (in shares) | 0 | |||
Number of shares sold (in shares) | 52,701 | |||
Sale of stock, price (in dollars per share) | $ 14.17 | |||
Stock issuance costs | $ 0 | |||
Shelf Registration Program | ||||
Class of Stock [Line Items] | ||||
Remaining offering capacity | $ 500,000,000 | |||
LG Chem | ||||
Class of Stock [Line Items] | ||||
Number of shares sold (in shares) | 1,096,535 | |||
Sale of stock, price (in dollars per share) | $ 68.40 | |||
Stock issuance costs | $ 3,900,000 | |||
Proceeds from sale of stock | $ 75,000,000 | |||
Maximum | Killick Lithium | ||||
Class of Stock [Line Items] | ||||
Equity interest, ownership percentage | 62.50% |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 1,000 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Investments in marketable and equity securities | $ 7.9 | $ 0.5 |
Fair value of equity investments | 7.6 | |
Long-term debt | $ 0.4 | $ 0.2 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Asset retirement obligation | $ 0.4 |