COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39277 | |
Entity Registrant Name | MP Materials Corp. / DE | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4465489 | |
Entity Address, Address Line One | 1700 S. Pavilion Center Drive, Suite 800 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89135 | |
City Area Code | 702 | |
Local Phone Number | 844-6111 | |
Title of 12(b) Security | Common Stock, par value of $0.0001 per share | |
Trading Symbol | MP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 177,648,549 | |
Amendment Flag | false | |
Entity Central Index Key | 0001801368 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 927,245 | $ 136,627 |
Short-term investments | 200,828 | 1,045,718 |
Total cash, cash equivalents and short-term investments | 1,128,073 | 1,182,345 |
Accounts receivable (including related party), net of allowance for credit losses of $0 and $0, respectively | 11,106 | 32,856 |
Inventories | 67,783 | 57,554 |
Income taxes receivable | 4,127 | 2,201 |
Prepaid expenses and other current assets | 12,788 | 18,872 |
Total current assets | 1,223,877 | 1,293,828 |
Non-current assets | ||
Property, plant and equipment, net | 1,044,839 | 935,743 |
Operating lease right-of-use assets | 10,133 | 99 |
Non-current inventories | 7,410 | 5,744 |
Other non-current assets | 3,186 | 2,373 |
Total non-current assets | 1,065,568 | 943,959 |
Total assets | 2,289,445 | 2,237,787 |
Current liabilities | ||
Accounts payable, construction payables and accrued liabilities | 71,661 | 72,265 |
Income taxes payable | 0 | 21,163 |
Current portion of operating lease liabilities | 309 | 84 |
Other current liabilities | 3,803 | 3,969 |
Total current liabilities | 75,773 | 97,481 |
Non-current liabilities | ||
Asset retirement obligations | 5,406 | 5,295 |
Environmental obligations | 16,562 | 16,580 |
Long-term debt, net | 680,210 | 678,444 |
Operating lease liabilities, net of current portion | 7,050 | 15 |
Deferred income taxes | 135,592 | 122,353 |
Other non-current liabilities | 3,921 | 4,985 |
Total non-current liabilities | 848,741 | 827,672 |
Total liabilities | 924,514 | 925,153 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock ($0.0001 par value, 50,000,000 shares authorized, none issued and outstanding in either period) | 0 | 0 |
Common stock ($0.0001 par value, 450,000,000 shares authorized, 177,626,668 and 177,706,608 shares issued and outstanding, as of June 30, 2023, and December 31, 2022, respectively) | 17 | 18 |
Additional paid-in capital | 958,819 | 951,008 |
Retained earnings | 406,261 | 361,419 |
Accumulated other comprehensive income (loss) | (166) | 189 |
Total stockholders’ equity | 1,364,931 | 1,312,634 |
Total liabilities and stockholders’ equity | $ 2,289,445 | $ 2,237,787 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 0 | $ 0 |
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred shares, outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 450,000,000 | 450,000,000 |
Common stock, outstanding (in shares) | 177,626,668 | 177,706,608 |
Common stock, issued (in shares) | 177,626,668 | 177,706,608 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 64,024 | $ 143,562 | $ 159,724 | $ 309,820 |
Operating costs and expenses: | ||||
Cost of sales (including related party)(excluding depreciation, depletion and amortization) | 22,704 | 22,092 | 46,920 | 45,265 |
Selling, general and administrative | 18,865 | 18,120 | 38,268 | 38,428 |
Advanced projects, start-up, development and other | 7,222 | 1,769 | 15,502 | 3,587 |
Depreciation, depletion and amortization | 12,203 | 5,407 | 20,325 | 10,667 |
Accretion of asset retirement and environmental obligations | 227 | 419 | 454 | 837 |
Loss on sale or disposal of long-lived assets, net | 2,320 | 1 | 4,810 | 258 |
Total operating costs and expenses | 63,541 | 47,808 | 126,279 | 99,042 |
Operating income | 483 | 95,754 | 33,445 | 210,778 |
Interest expense, net | (1,392) | (1,326) | (2,751) | (3,231) |
Other income, net | 13,821 | 2,212 | 27,514 | 2,406 |
Income before income taxes | 12,912 | 96,640 | 58,208 | 209,953 |
Income tax expense | (5,517) | (23,371) | (13,366) | (51,133) |
Net income | $ 7,395 | $ 73,269 | $ 44,842 | $ 158,820 |
Earnings per share: | ||||
Basic (in USD per share) | $ 0.04 | $ 0.42 | $ 0.25 | $ 0.90 |
Diluted (in USD per share) | $ 0.04 | $ 0.38 | $ 0.24 | $ 0.83 |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 176,984,917 | 176,527,570 | 176,933,605 | 176,442,043 |
Diluted (in shares) | 177,859,118 | 193,414,563 | 193,528,819 | 193,452,921 |
Product sales (including related party) | ||||
Total revenue | $ 64,001 | $ 139,183 | $ 159,667 | $ 300,938 |
Other sales (including related party) | ||||
Total revenue | $ 23 | $ 4,379 | $ 57 | $ 8,882 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 7,395 | $ 73,269 | $ 44,842 | $ 158,820 |
Other comprehensive loss, net of tax: | ||||
Change in net unrealized losses on available-for-sale securities | (297) | (416) | (355) | (416) |
Total comprehensive income | $ 7,098 | $ 72,853 | $ 44,487 | $ 158,404 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 177,816,554 | ||||
Beginning balance at Dec. 31, 2021 | $ 1,008,732 | $ 0 | $ 18 | $ 936,299 | $ 72,415 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | 60,185 | |||||
Stock-based compensation | 17,897 | 17,897 | ||||
Shares used to settle payroll tax withholding (in shares) | (342,607) | |||||
Shares used to settle payroll tax withholding | (14,296) | (14,296) | ||||
Net income | 158,820 | 158,820 | ||||
Unrealized losses on available-for-sale securities | (416) | (416) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 177,534,132 | ||||
Ending balance at Jun. 30, 2022 | 1,170,737 | $ 0 | $ 18 | 939,900 | 231,235 | (416) |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 177,526,007 | ||||
Beginning balance at Mar. 31, 2022 | 1,090,368 | $ 0 | $ 18 | 932,384 | 157,966 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | 13,303 | |||||
Stock-based compensation | 7,718 | 7,718 | ||||
Shares used to settle payroll tax withholding (in shares) | (5,178) | |||||
Shares used to settle payroll tax withholding | (202) | (202) | ||||
Net income | 73,269 | 73,269 | ||||
Unrealized losses on available-for-sale securities | (416) | (416) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 177,534,132 | ||||
Ending balance at Jun. 30, 2022 | 1,170,737 | $ 0 | $ 18 | 939,900 | 231,235 | (416) |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 177,706,608 | ||||
Beginning balance at Dec. 31, 2022 | 1,312,634 | $ 0 | $ 18 | 951,008 | 361,419 | 189 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | 112,686 | |||||
Stock-based compensation | 13,942 | 13,942 | ||||
Shares used to settle payroll tax withholding (in shares) | (192,626) | |||||
Shares used to settle payroll tax withholding | (6,132) | $ (1) | (6,131) | |||
Net income | 44,842 | 44,842 | ||||
Unrealized losses on available-for-sale securities | (355) | (355) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 0 | 177,626,668 | ||||
Ending balance at Jun. 30, 2023 | 1,364,931 | $ 0 | $ 17 | 958,819 | 406,261 | (166) |
Beginning balance (in shares) at Mar. 31, 2023 | 0 | 177,619,805 | ||||
Beginning balance at Mar. 31, 2023 | 1,351,805 | $ 0 | $ 17 | 952,791 | 398,866 | 131 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | 14,268 | |||||
Stock-based compensation | 6,184 | 6,184 | ||||
Shares used to settle payroll tax withholding (in shares) | (7,405) | |||||
Shares used to settle payroll tax withholding | (156) | (156) | ||||
Net income | 7,395 | 7,395 | ||||
Unrealized losses on available-for-sale securities | (297) | (297) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 0 | 177,626,668 | ||||
Ending balance at Jun. 30, 2023 | $ 1,364,931 | $ 0 | $ 17 | $ 958,819 | $ 406,261 | $ (166) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||||
Net income | $ 7,395 | $ 73,269 | $ 44,842 | $ 158,820 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation, depletion and amortization | 12,203 | 5,407 | 20,325 | 10,667 |
Accretion of asset retirement and environmental obligations | 227 | 419 | 454 | 837 |
Accretion of discount on short-term investments | (13,933) | (1,008) | ||
Loss on sale or disposal of long-lived assets, net | 103 | 258 | ||
Stock-based compensation expense | 12,743 | 17,213 | ||
Accretion of debt discount and amortization of debt issuance costs | 1,766 | 2,274 | ||
Revenue recognized in exchange for debt principal reduction | 0 | (13,566) | ||
Deferred income taxes | 13,356 | 42,106 | ||
Decrease (increase) in operating assets: | ||||
Accounts receivable (including related party) | 21,750 | 18,261 | ||
Inventories | (11,406) | (3,552) | ||
Income taxes receivable | (1,926) | (4,271) | ||
Prepaid expenses, other current and non-current assets | (1,412) | 1,437 | ||
Increase (decrease) in operating liabilities: | ||||
Accounts payable and accrued liabilities | 252 | (5,476) | ||
Income taxes payable | (21,163) | (3,463) | ||
Other current and non-current liabilities | (292) | (675) | ||
Net cash provided by operating activities | 65,459 | 219,862 | ||
Investing activities: | ||||
Additions to property, plant and equipment | (130,236) | (122,584) | ||
Purchases of short-term investments | (320,884) | (599,195) | ||
Proceeds from sales of short-term investments | 447,327 | 0 | ||
Proceeds from maturities of short-term investments | 731,907 | 0 | ||
Proceeds from government awards used for construction | 0 | 5,130 | ||
Net cash provided by (used in) investing activities | 728,114 | (716,649) | ||
Financing activities: | ||||
Principal payments on debt obligations and finance leases | (1,467) | (4,488) | ||
Tax withholding on stock-based awards | (6,132) | (14,296) | ||
Net cash used in financing activities | (7,599) | (18,784) | ||
Net change in cash, cash equivalents and restricted cash | 785,974 | (515,571) | ||
Cash, cash equivalents and restricted cash beginning balance | 143,509 | 1,181,157 | ||
Cash, cash equivalents and restricted cash ending balance | 929,483 | 665,586 | 929,483 | 665,586 |
Reconciliation of cash, cash equivalents and restricted cash: | ||||
Cash and cash equivalents | 927,245 | 664,457 | 927,245 | 664,457 |
Restricted cash, current | 1,888 | 600 | 1,888 | 600 |
Restricted cash, non-current | 350 | 529 | 350 | 529 |
Total cash, cash equivalents and restricted cash | $ 929,483 | $ 665,586 | $ 929,483 | $ 665,586 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business: MP Materials Corp., including its subsidiaries (the “Company” or “MP Materials”), is the largest producer of rare earth materials in the Western Hemisphere. The Company, which is headquartered in Las Vegas, Nevada, owns and operates the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”), the only rare earth mining and processing site of scale in North America. MP Materials currently produces a rare earth concentrate that is principally sold pursuant to the Offtake Agreement to Shenghe (as such terms are defined in Note 14, “Related-Party Transactions,” ), a related party of the Company, that, in turn, typically sells that product to refiners in China. These refiners separate the constituent rare earth elements contained in the Company’s concentrate and sell the separated products to their customers. Upon completing commissioning of the Stage II optimization project (“Stage II”), the Company anticipates producing and selling separated rare earth products, including neodymium-praseodymium (“NdPr”) oxide, to customers globally. In February 2023, the Company entered into a distributorship agreement (“Distribution Agreement”) with Sumitomo Corporation of Americas (“Sumitomo”), under which Sumitomo would serve as the exclusive distributor of NdPr oxide produced by the Company to Japanese customers. Further, in connection with the Distribution Agreement, the Company and Sumitomo intend to collaborate on the supply of rare earth metals and other products. In addition, the Company is constructing its initial rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”), where it anticipates manufacturing, among other products, neodymium-iron-boron (“NdFeB”) permanent magnets. Furthermore, in April 2022, the Company entered into a long-term supply agreement with General Motors Company (NYSE: GM) (“GM”) to supply U.S.-sourced and manufactured rare earth materials, alloy and finished magnets for the electric motors in more than a dozen models using GM’s Ultium Platform, with a gradual production ramp that is expected to begin in late 2023, starting with alloy. These developments are a part of the Company’s Stage III downstream expansion strategy (“Stage III”). Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM views the Company’s operations and manages the business as one reportable segment. The cash flows and profitability of the Company’s operations are significantly affected by the market price of rare earth products. The prices of rare earth products are affected by numerous factors beyond the Company’s control. The products of the Company are sold globally, with a primary focus in the Asian market due to the refining capabilities of the region. Rare earth products are critical inputs in hundreds of existing and emerging clean-tech applications including electric vehicles and wind turbines as well as robotics, drones, and defense applications. Basis of Presentation: The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation: The unaudited Condensed Consolidated Financial Statements include the accounts of MP Materials Corp. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates : The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results may differ from those estimates. Concentration of Risk: Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents and short-term investments, and trade accounts receivable. The Company believes that its credit risk is limited because the Company’s current contracts are with companies that have a reliable payment history. The Company does not believe that it is exposed to any significant risks related to its cash accounts, money market funds, or short-term investments. As of June 30, 2023, Shenghe was the Company’s principal customer and accounted for more than 90% of product sales. Rare earth concentrate is not quoted on any major commodities market or exchange and demand for rare earth concentrate is currently constrained to a relatively limited number of refiners, a significant majority of which are based in China. Uncertainty exists as to the market price of rare earth oxide (“REO”), as evidenced by the volatility experienced in 2022 and continued into 2023 due to concerns over the global economic conditions and actual or perceived concerns over increases in the supply of rare earth products. Furthermore, while revenue is generated in the United States, Shenghe conducts its primary operations in China and may transport and sell products in the Chinese market. Note 14, “Related-Party Transactions,” for additional information. The impact of the COVID-19 pandemic and its effects continue to evolve. Since the onset of the pandemic, the Company has experienced, at times, significant shipping delays due to congestion and slowdowns at U.S. and international ports caused by shortages in vessels, containers, and truckers, also disrupting the global supply chain. Despite these factors, the Company has not experienced a reduction in production or sales due to the COVID-19 pandemic. However, the COVID-19 pandemic has contributed to certain cost and schedule pressures for capital projects and may impact reliability of transportation, particularly as the Company expects a significant increase in inbound logistics of raw materials to be consumed in Stage II operations. The Company continues to monitor the global situation, including the impacts of new and potential future variants of COVID-19, or other factors that may affect international shipping, logistics, and supply chain, or involve responses to government actions such as strikes or other disruptions. It is impossible to predict the effect and ultimate impact of the COVID-19 pandemic on the Company’s business, results of operations, production and sales volumes, or growth projects. Leases: The Company determines if an arrangement is, or contains, a lease at contract inception. In some cases, the Company has determined that its lease arrangements include both lease and non-lease components. The Company has elected to use a practical expedient to account for each separate lease component and its associated non-lease components as a single lease component for the majority of its asset classes. The Company recognizes right-of-use (“ROU”) assets and lease liabilities upon commencement for all leases with a lease term greater than 12 months. The Company has elected to use a practical expedient to not recognize leases with a lease term of 12 months or less in the unaudited Condensed Consolidated Balance Sheets for the majority of its asset classes. These short-term leases are expensed on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. When the rate implicit in the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. Lease liabilities are accreted each period and reduced for payments. The ROU asset also includes other adjustments, such as for the effects of lease prepayments, initial lease costs, or lease incentives received. The lease term may include periods covered by options to extend or terminate the lease when it is either reasonably certain that the Company will exercise a renewal option, or reasonably certain it will not exercise an early termination option. For operating leases, lease expense is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset amortizes on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset (or the useful life of the underlying asset if title transfers at the end of the lease term or there is a purchase option the Company is reasonably certain to exercise) and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. For operating and finance leases, variable lease payments not included in the lease liability are expensed as incurred unless such costs are capitalized as part of another asset (e.g., inventory). Additionally, ROU assets are subject to impairment testing whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. See also Note 7, “ Leases. ” Stock-Based Compensation: The cost of employee services received in exchange for an award of equity instruments is based on the grant-date fair value of the award. The fair value of Stock Awards (as defined in Note 11, “Stock-based Compensation,” ) is equal to the fair value of the Company’s stock on the grant date. The fair value of performance awards that include performance and/or market conditions is determined using a Monte Carlo simulation technique. The Monte Carlo simulation requires the use of inputs and assumptions such as the grant-date closing stock price, expected volatility, correlation coefficient to relevant peer groups or indices, risk-free interest rate and dividend yield. Compensation cost for Stock Awards with graded vesting schedules is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards, which results in accelerated recognition of compensation cost. Compensation cost for performance awards with cliff vesting schedules is recognized on a straight-line basis over the requisite service period. Compensation cost is not adjusted based on the actual achievement of the market-based performance goals. The Company accounts for forfeitures in the period in which they occur based on actual forfeitures. See also Note 11, “Stock-based Compensation.” Recently Issued Accounting Pronouncements: During the three and six months ended June 30, 2023, there were no accounting pronouncements adopted by the Company that had a material impact on the Company’s unaudited Condensed Consolidated Financial Statements. Additionally, as of June 30, 2023, there were no accounting pronouncements pending adoption that are expected to have a material impact on the Company's unaudited Condensed Consolidated Financial Statements. Reclassifications: Certain amounts in prior periods have been reclassified to conform to the current year presentation. |
CASH, CASH EQUIVALENTS AND INVE
CASH, CASH EQUIVALENTS AND INVESTMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
CASH, CASH EQUIVALENTS AND INVESTMENTS | CASH, CASH EQUIVALENTS AND INVESTMENTS The following table presents the Company’s cash, cash equivalents and short-term investments: June 30, 2023 December 31, 2022 (in thousands) Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Cash: Demand deposits $ 5,129 $ — $ — $ 5,129 $ 7,373 $ — $ — $ 7,373 Cash equivalents: Money market funds 922,116 — — 922,116 64,855 — — 64,855 U.S. agency securities — — — — 63,605 1 (2) 63,604 U.S. Treasury securities — — — — 795 — — 795 Total cash equivalents 922,116 — — 922,116 129,255 1 (2) 129,254 Total cash and equivalents 927,245 — — 927,245 136,628 1 (2) 136,627 Short-term investments: U.S. agency securities 165,265 7 (253) 165,019 979,878 361 (17) 980,222 U.S. Treasury securities 35,783 26 — 35,809 65,586 1 (91) 65,496 Total short-term investments 201,048 33 (253) 200,828 1,045,464 362 (108) 1,045,718 Total cash, cash equivalents and short-term investments $ 1,128,293 $ 33 $ (253) $ 1,128,073 $ 1,182,092 $ 363 $ (110) $ 1,182,345 The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell, any investments in unrealized loss positions before recovery of their amortized cost basis. The Company did not recognize any credit losses related to its available-for-sale investments during the three and six months ended June 30, 2023 and 2022. The unrealized losses on the Company’s available-for-sale investments were primarily due to unfavorable changes in interest rates subsequent to initial purchase. None of the available-for-sale investments held as of June 30, 2023, were in a continuous unrealized loss position for greater than 12 months and the unrealized losses and the related risk of expected credit losses were not material. The Company recognized $0.5 million of gross realized gains and $0.1 million of gross realized losses during the six months ended June 30, 2023. There were no realized gains or losses recognized for the three months ended June 30, 2023 and for the three and six months ended June 30, 2022. Additionally, the Company recognized $13.8 million and $27.1 million of interest and investment income on its available-for-sale securities and other money market funds for the three and six months ended June 30, 2023, respectively, as compared to $1.7 million for the three and six months ended June 30, 2022. These amounts are included in “Other income, net” within the Company’s unaudited Condensed Consolidated Statements of Operations. As of June 30, 2023, the fair values of available-for-sale investments, by remaining contractual maturity, were as follows: (in thousands) Due within one year $ 178,001 Due after one year through two years 22,827 Total $ 200,828 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The Company’s inventories consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Materials and supplies (1) $ 33,729 $ 28,590 In-process 31,683 27,212 Finished goods 2,371 1,752 Total current inventories 67,783 57,554 Add: Non-current portion (2) 7,410 5,744 Total inventories $ 75,193 $ 63,298 (1) Includes materials to support activities pertaining to the Company’s rare earth metal, alloy and magnet manufacturing facility as a part of Stage III. (2) Represents stockpiled ore that is not expected to be processed within the next 12 months. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The Company’s property, plant and equipment consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Land and land improvements $ 16,211 $ 16,102 Buildings and building improvements 25,625 15,111 Machinery and equipment 436,439 186,388 Assets under construction 207,393 338,482 Mineral rights 438,395 438,395 Property, plant and equipment, gross 1,124,063 994,478 Less: Accumulated depreciation and depletion (79,224) (58,735) Property, plant and equipment, net $ 1,044,839 $ 935,743 Additions to Property, Plant and Equipment: The Company capitalized expenditures related to property, plant and equipment of $128.6 million and $154.4 million for the six months ended June 30, 2023 and 2022, respectively, including amounts not yet paid (see Note 15, “Supplemental Cash Flow Information” ). The capitalized expenditures related to machinery, equipment, and assets under construction to support the Company’s Stage II optimization project, and assets under construction for its rare earth metal, alloy and magnet manufacturing facility as a part of Stage III. Additionally, t he capitalized expenditures for the six months ended June 30, 2022, included the purchase of approximately 18 acres of land in Fort Worth, Texas . Placement of Certain Stage II Assets into Service: During the six months ended June 30, 2023 , the Company transferred certain of its assets totaling $219.9 million and pertaining to its Stage II optimization project from assets under construction to buildings, machinery and equipment, with $211.3 million relating to machinery and equipment. Government Awards: In November 2020, the Company was awarded a Defense Production Act Title III technology investment agreement (“TIA”) from the Department of Defense (“DOD”) to establish domestic processing for separated light rare earth elements in the amount of $9.6 million. During the six months ended June 30, 2023 and 2022, pursuant to the TIA, the Company had received zero and $5.1 million, respectively, in reimbursements from the DOD. As of June 30, 2023, the Company is entitled to receive an additional $0.1 million from the DOD under the TIA. In February 2022, the Company was awarded a $35.0 million contract by the DOD’s Office of Industrial Base Analysis and Sustainment program to design and build a facility to process heavy rare earth elements (“HREE”) at Mountain Pass (the “HREE Production Project Agreement”). As of June 30, 2023, the Company has not yet received any funds from the DOD under the HREE Production Project Agreement. The Company’s depreciation and depletion expense were as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2023 2022 2023 2022 Depreciation expense $ 9,189 $ 2,257 $ 14,434 $ 4,358 Depletion expense $ 2,963 $ 3,075 $ 5,763 $ 6,144 The Company recognized $2.2 million and $4.7 million of demolition costs for the three and six months ended June 30, 2023, which are included in “Loss on sale or disposal of long-lived assets, net” within the Company’s unaudited Condensed Consolidated Statements of Operations, incurred in connection with demolishing and removing certain old facilities from the Mountain Pass site that have not been used in the Company’s operations. There were no impairments recognized for the three and six months ended June 30, 2023 and 2022. |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT OBLIGATIONS | DEBT OBLIGATIONS The Company’s long-term debt was as follows: June 30, 2023 December 31, 2022 (in thousands) Long-term debt Convertible Notes due 2026 $ 690,000 $ 690,000 Less: Unamortized debt issuance costs (9,790) (11,556) Long-term debt, net $ 680,210 $ 678,444 Convertible Notes In March 2021, the Company issued $690.0 million aggregate principal amount of 0.25% unsecured green convertible senior notes that mature, unless earlier converted, redeemed or repurchased, on April 1, 2026 (the “Convertible Notes”), at a price of par. Interest on the Convertible Notes is payable on April 1 st and October 1 st of each year, beginning on October 1, 2021. The Convertible Notes may, at the Company’s election, be settled in cash, shares of common stock of the Company, or a combination thereof. The Company has the option to redeem the Convertible Notes, in whole or in part, beginning on April 5, 2024. The Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion price of $44.28 per share, or 22.5861 shares, per $1,000 principal amount of notes, subject to adjustment upon the occurrence of certain corporate events. However, in no event will the conversion price exceed 28.5714 shares of common stock per $1,000 principal amount of the Convertible Notes. As of June 30, 2023, based on the conversion price, the maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes was 19,714,266. The Convertible Notes’ if-converted value did not exceed its principal amount as of June 30, 2023. Interest expense related to the Convertible Notes was as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2023 2022 2023 2022 Coupon interest $ 431 $ 431 $ 862 $ 862 Amortization of debt issuance costs 884 879 1,766 1,756 Convertible Notes interest expense $ 1,315 $ 1,310 $ 2,628 $ 2,618 The debt issuance costs are being amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 0.51%. The remaining term of the Convertible Notes was 2.8 years as of June 30, 2023. Equipment Notes The Company has entered into several financing agreements for the purchase of equipment, including trucks, tractors, loaders, graders, and various other machinery. The Company’s equipment notes, which are secured by the purchased equipment, have terms of between 4 to 5 years and interest rates of between 0.0% and 6.5% per annum. The current and non-current portions of the equipment notes, which are included within the unaudited Condensed Consolidated Balance Sheets in “Other current liabilities” and “Other non-current liabilities,” respectively, were as follows: June 30, 2023 December 31, 2022 (in thousands) Equipment notes Current $ 2,279 $ 2,392 Non-current 3,651 4,743 $ 5,930 $ 7,135 As of June 30, 2023, none of the agreements or indentures governing the Company’s indebtedness contain financial covenants. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company has operating and finance leases for certain office space, warehouses, vehicles and equipment used in its operations. In November 2021, the Company entered into a lease agreement for corporate office space. The lease commenced during the second quarter of 2023, and at lease commencement, the Company recorded an operating lease liability of $7.3 million and an ROU asset of $10.3 million, primarily comprised of the lease liability as well as $2.9 million of payments for lessor-owned tenant improvements. The lease has an initial term of 91 months expiring in October 2030, with an option to renew for one five-year period at the election of the Company. Excluding rent abatement in the first year of the lease, the initial annual base rent payment is $1.2 million, subject to an annual escalator. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants. As of June 30, 2023, the Company was not reasonably certain of exercising any material purchase, renewal, or termination options contained within its lease agreements. As of June 30, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows: (in thousands) Operating Leases Finance Leases Period: Remainder of 2023 $ 154 $ 94 2024 1,284 186 2025 1,304 137 2026 1,337 17 2027 1,370 12 Thereafter 4,066 48 Total lease payments 9,515 494 Less: Imputed interest (2,156) (51) Total $ 7,359 $ 443 Supplemental disclosure for the unaudited Condensed Consolidated Balance Sheets related to the Company’s operating and finance leases is as follows: Location on Unaudited Condensed Consolidated Balance Sheets June 30, 2023 December 31, 2022 (in thousands) Operating Leases: Right-of-use assets Operating lease right-of-use assets $ 10,133 $ 99 Operating lease liability, current Current portion of operating lease liabilities $ 309 $ 84 Operating lease liability, non-current Operating lease liabilities, net of current portion 7,050 15 Total operating lease liabilities $ 7,359 $ 99 Finance Leases: Right-of-use assets Other non-current assets $ 472 $ 451 Finance lease liability, current Other current liabilities $ 173 $ 354 Finance lease liability, non-current Other non-current liabilities 270 242 Total finance lease liabilities $ 443 $ 596 |
LEASES | LEASES The Company has operating and finance leases for certain office space, warehouses, vehicles and equipment used in its operations. In November 2021, the Company entered into a lease agreement for corporate office space. The lease commenced during the second quarter of 2023, and at lease commencement, the Company recorded an operating lease liability of $7.3 million and an ROU asset of $10.3 million, primarily comprised of the lease liability as well as $2.9 million of payments for lessor-owned tenant improvements. The lease has an initial term of 91 months expiring in October 2030, with an option to renew for one five-year period at the election of the Company. Excluding rent abatement in the first year of the lease, the initial annual base rent payment is $1.2 million, subject to an annual escalator. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants. As of June 30, 2023, the Company was not reasonably certain of exercising any material purchase, renewal, or termination options contained within its lease agreements. As of June 30, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows: (in thousands) Operating Leases Finance Leases Period: Remainder of 2023 $ 154 $ 94 2024 1,284 186 2025 1,304 137 2026 1,337 17 2027 1,370 12 Thereafter 4,066 48 Total lease payments 9,515 494 Less: Imputed interest (2,156) (51) Total $ 7,359 $ 443 Supplemental disclosure for the unaudited Condensed Consolidated Balance Sheets related to the Company’s operating and finance leases is as follows: Location on Unaudited Condensed Consolidated Balance Sheets June 30, 2023 December 31, 2022 (in thousands) Operating Leases: Right-of-use assets Operating lease right-of-use assets $ 10,133 $ 99 Operating lease liability, current Current portion of operating lease liabilities $ 309 $ 84 Operating lease liability, non-current Operating lease liabilities, net of current portion 7,050 15 Total operating lease liabilities $ 7,359 $ 99 Finance Leases: Right-of-use assets Other non-current assets $ 472 $ 451 Finance lease liability, current Other current liabilities $ 173 $ 354 Finance lease liability, non-current Other non-current liabilities 270 242 Total finance lease liabilities $ 443 $ 596 |
ASSET RETIREMENT AND ENVIRONMEN
ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS | ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS Asset Retirement Obligations The Company estimates asset retirement obligations based on the requirements to reclaim certain land areas associated with mineral extraction activities and certain related facilities at Mountain Pass. Minor reclamation activities related to discrete portions of the Company’s operations are ongoing. As of June 30, 2023, the Company estimated a significant portion of the cash outflows for major reclamation activities including the retirement of Mountain Pass will be incurred beginning in 2056 and 2057. As of June 30, 2023, the credit-adjusted risk-free rate ranged between 6.5% and 12.0% depending on the timing of expected settlement and when the increment was recognized. There were no significant increments or decrements for the three and six months ended June 30, 2023 and 2022. The balance as of both June 30, 2023, and December 31, 2022, included current portions of $0.2 million. The total estimated future undiscounted cash flows required to satisfy the Company’s asset retirement obligations were $50.3 million and $50.4 million as of June 30, 2023, and December 31, 2022, respectively. Environmental Obligations The Company has certain environmental remediation liabilities related to the monitoring of groundwater contamination. The Company engaged an environmental consultant to develop a remediation plan and remediation cost projections based upon that plan. Utilizing the remediation plan developed by the environmental consultant, the Company developed an estimate of future cash payments for the remediation plan. As of June 30, 2023, the Company estimated the cash outflows related to these environmental activities will be incurred annually over the next 25 years. The Company’s environmental remediation liabilities are measured at the expected value of future cash outflows discounted to their present value using a discount rate of 2.93%. There were no significant changes in the estimated remaining remediation costs for the three and six months ended June 30, 2023 and 2022. The total estimated aggregate undiscounted cost of $26.9 million and $27.2 million as of June 30, 2023, and December 31, 2022, respectively, principally related to water monitoring activities required by state and local agencies. Based on the Company’s estimate of the cost and timing and the assumption that payments are considered to be fixed and reliably determinable, the Company has discounted the liability. The balance as of both June 30, 2023, and December 31, 2022, included current portions of $0.5 million. Financial Assurances The Company is required to provide the applicable government agencies with financial assurances relating to the closure and reclamation obligations. As of June 30, 2023, and December 31, 2022, the Company had financial assurance requirements of $45.4 million and $43.5 million, respectively, which were satisfied with surety bonds placed with California state and regional agencies. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pretax book income or loss. The tax effects of discrete items, including but not limited to, excess tax benefits associated with stock-based compensation, valuation allowance adjustments based on new evidence, and enactment of tax laws, are reported in the interim period in which they occur. The effective tax rate (income tax expense as a percentage of income before income taxes) including discrete items was 42.7% and 23.0% for the three and six months ended June 30, 2023, respectively, as compared to 24.2% and 24.4% for the three and six months ended June 30, 2022, respectively. The Company’s effective income tax rate can vary from period to period depending on, among other factors, percentage depletion, executive compensation deduction limitations, the Section 45X Advanced Manufacturing Production Credit, and changes to its valuation allowance against deferred tax assets. Certain of these and other factors, including the Company’s history and projections of pretax earnings, are considered in assessing its ability to realize its net deferred tax assets. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases, and provides several tax incentives to promote clean energy for tax years beginning after December 31, 2022. The Company does not expect the minimum tax or excise tax to have a material impact on the unaudited Condensed Consolidated Financial Statements. The Company expects to benefit from the Section 45X Advanced Manufacturing Production Credit, which provides a credit equal to 10% of the costs incurred with respect to the production of certain critical minerals, including NdPr oxide. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation: The Company may become party to lawsuits, administrative proceedings, and government investigations, including environmental, regulatory, construction, and other matters, in the ordinary course of business. Large, and sometimes unspecified, damages or penalties may be sought in some matters, and certain matters may require years to resolve. The Company is not aware of any pending or threatened litigation that it believes would have a material adverse effect on its unaudited Condensed Consolidated Financial Statements. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2020 Incentive Plan: In November 2020, the Company’s stockholders approved the MP Materials Corp. 2020 Stock Incentive Plan (the “2020 Incentive Plan”), which permits the Company to issue stock options (incentive and/or non-qualified); stock appreciation rights (“SARs”); restricted stock, restricted stock units (“RSUs”) and other stock awards (collectively, the “Stock Awards”); and performance awards, which vest contingent upon the attainment of either or a combination of market- or performance-based goals. As of June 30, 2023, the Company has not issued any stock options or SARs and there were 6,244,076 shares available for future grants under the 2020 Incentive Plan. Market-Based PSUs: In February 2023, pursuant to the 2020 Incentive Plan, the Company’s Compensation Committee of the Board of Directors adopted a performance share plan (the “2023 Performance Share Plan”). Pursuant to the 2023 Performance Share Plan, for the six months ended June 30, 2023, the Company granted 62,709 of market-based performance stock units (“PSUs”) at target, all of which cliff vest after a requisite performance and service period of three years. The PSUs have the potential to be earned at between 0% and 200% of the number of awards granted depending on the level of growth of the Company’s total shareholder return (“TSR”) as compared to the TSR of the S&P 400 Index and the S&P 400 Materials Group over the performance period. The fair value of the market-based PSUs was determined using a Monte Carlo simulation technique. Stock-Based Compensation: The Company’s stock-based compensation was recorded as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2023 2022 2023 2022 Cost of sales $ 795 $ 506 $ 1,917 $ 1,221 Selling, general and administrative 4,636 6,837 10,410 15,805 Advanced projects, start-up, development and other 299 97 416 187 Total stock-based compensation expense $ 5,730 $ 7,440 $ 12,743 $ 17,213 Stock-based compensation capitalized to property, plant and equipment, net $ 454 $ 278 $ 1,199 $ 684 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g., the Black-Scholes model) for which all significant inputs are observable in active markets. Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. The fair value of the Company’s accounts receivable, accounts payable, short-term debt and accrued liabilities approximates the carrying amounts because of the immediate or short-term maturity of these financial instruments. Cash, Cash Equivalents and Restricted Cash The Company’s cash, cash equivalents and restricted cash are classified within Level 1 of the fair value hierarchy. The carrying amounts reported in the unaudited Condensed Consolidated Balance Sheets approximate the fair value of cash, cash equivalents and restricted cash due to the short-term nature of these assets. Short-term Investments The fair value of the Company’s short-term investments, which are classified as available-for-sale securities, is estimated based on quoted prices in active markets and is classified as a Level 1 measurement. Convertible Notes The fair value of the Company’s Convertible Notes is estimated based on quoted prices in active markets and is classified as a Level 1 measurement. Equipment Notes The Company’s equipment notes are classified within Level 2 of the fair value hierarchy because there are inputs that are directly observable for substantially the full term of the liability. Model-based valuation techniques for which all significant inputs are observable in active markets were used to calculate the fair values of liabilities classified within Level 2 of the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows: June 30, 2023 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 927,245 $ 927,245 $ 927,245 $ — $ — Short-term investments $ 200,828 $ 200,828 $ 200,828 $ — $ — Restricted cash $ 2,238 $ 2,238 $ 2,238 $ — $ — Financial liabilities: Convertible Notes $ 680,210 $ 612,789 $ 612,789 $ — $ — Equipment notes $ 5,930 $ 5,764 $ — $ 5,764 $ — December 31, 2022 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 136,627 $ 136,627 $ 136,627 $ — $ — Short-term investments $ 1,045,718 $ 1,045,718 $ 1,045,718 $ — $ — Restricted cash $ 6,882 $ 6,882 $ 6,882 $ — $ — Financial liabilities: Convertible Notes $ 678,444 $ 610,650 $ 610,650 $ — $ — Equipment notes $ 7,135 $ 6,807 $ — $ 6,807 $ — |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method or the if-converted method, as applicable. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS: For the three months ended June 30, For the six months ended June 30, 2023 2022 2023 2022 Weighted-average shares outstanding, basic 176,984,917 176,527,570 176,933,605 176,442,043 Assumed conversion of Convertible Notes — 15,584,409 15,584,409 15,584,409 Assumed conversion of restricted stock 555,282 845,450 639,214 996,994 Assumed conversion of RSUs 318,919 457,134 371,591 429,475 Weighted-average shares outstanding, diluted 177,859,118 193,414,563 193,528,819 193,452,921 The following table presents unweighted potentially dilutive shares that were not included in the computation of diluted EPS because to do so would have been antidilutive: For the three months ended June 30, For the six months ended June 30, 2023 2022 2023 2022 Convertible Notes 15,584,409 — — — RSUs 399,817 6,013 3,184 6,013 The following table presents the calculation of basic and diluted EPS for the Company’s common stock: For the three months ended June 30, For the six months ended June 30, (in thousands, except share and per share data) 2023 2022 2023 2022 Calculation of basic EPS: Net income $ 7,395 $ 73,269 $ 44,842 $ 158,820 Weighted-average shares outstanding, basic 176,984,917 176,527,570 176,933,605 176,442,043 Basic EPS $ 0.04 $ 0.42 $ 0.25 $ 0.90 Calculation of diluted EPS: Net income $ 7,395 $ 73,269 $ 44,842 $ 158,820 Interest expense, net of tax (1) : Convertible Notes (2) — 993 2,025 1,981 Diluted income $ 7,395 $ 74,262 $ 46,867 $ 160,801 Weighted-average shares outstanding, diluted 177,859,118 193,414,563 193,528,819 193,452,921 Diluted EPS $ 0.04 $ 0.38 $ 0.24 $ 0.83 (1) The six months ended June 30, 2023, was tax-effected at a rate of 23.0%, and the three and six months ended June 30, 2022, were tax-effected at a rate of 24.2% and 24.4%, respectively. (2) The Convertible Notes were antidilutive for the three months ended June 30, 2023. Convertible debt becomes antidilutive whenever its interest expense (net of tax) per common share obtainable upon conversion exceeds basic EPS. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS Offtake Agreement: In March 2022, the Company entered into an offtake agreement (the “Offtake Agreement”) with Shenghe Resources (Singapore) International Trading Pte. Ltd. (“Shenghe”), a majority-owned subsidiary of Leshan Shenghe Rare Earth Co., Ltd. (“Leshan Shenghe”) whose ultimate parent is Shenghe Resources Holding Co., Ltd., a leading global rare earth company listed on the Shanghai Stock Exchange. The Offtake Agreement became effective upon the termination of the A&R Offtake Agreement (as discussed and defined below). The initial term of the Offtake Agreement is two years, with the option to extend the term at the Company’s discretion for an additional one-year period. Pursuant to the Offtake Agreement, and subject to certain exclusions, Shenghe is obligated to purchase on a “take or pay” basis the rare earth concentrate produced by the Company as the exclusive distributor in China, with certain exceptions for the Company’s direct sales globally. In addition, at the discretion of the Company, Shenghe may be required to purchase on a “take or pay” basis certain non-concentrate rare earth products, although the Company may sell all non-concentrate rare earth products in its sole discretion to customers or end users in any jurisdiction. Under the Offtake Agreement, Shenghe will be paid a variable commission on net proceeds to the Company. The sales price of rare earth concentrate sold to Shenghe is based on an agreed-upon price per metric ton, subject to certain quality adjustments depending on the measured characteristics of the product, with an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers. The sales price and other terms applicable to a quantity of offtake products are set forth in monthly purchase agreements between the Company and Shenghe. Tolling Agreement with VREX: In March 2023, the Company entered into a tolling agreement with Vietnam Rare Earth Company Limited (“VREX”), a majority-owned subsidiary of Shenghe, which owns and operates a metal processing plant and related facilities in Vietnam (the “Tolling Agreement”). Pursuant to the Tolling Agreement, the Company will deliver NdPr oxide to VREX which VREX will then process into NdPr metal for delivery to the Company’s customers globally. During the term of the Tolling Agreement, the Company will pay VREX a processing fee per unit of rare earth metal produced. The Company will maintain title to the products and directly enter into sales agreements for the produced NdPr metal. The initial term of the Tolling Agreement is three years and may be renewed for additional three-year terms. As of June 30, 2023, there have not yet been any transactions as contemplated under the Tolling Agreement. Product Sales and Cost of Sales: Product sales from sales agreements with Shenghe for rare earth products were $62.6 million and $151.7 million for the three and six months ended June 30, 2023, respectively, as compared to $131.6 million and $286.6 million for the three and six months ended June 30, 2022, respectively. During the six months ended June 30, 2022, the Company also entered into sales agreements with Shenghe for non-concentrate products, including certain stockpiles of rare earth fluoride. These sales, which are included in the unaudited Condensed Consolidated Statements of Operations in “Other sales (including related party),” were $4.4 million and $8.5 million for the three and six months ended June 30, 2022, respectively. Cost of sales, which includes shipping and freight, related to these agreements with Shenghe was $22.3 million and $45.0 million for the three and six months ended June 30, 2023, respectively, as compared to $21.0 million and $43.6 million for the three and six months ended June 30, 2022, respectively. Purchases of Materials and Supplies: The Company purchases certain reagent products (generally produced by an unrelated third-party manufacturer) used in the flotation process as well as other materials from Shenghe in the ordinary course of business. Total purchases were $0.9 million and $1.8 million for the three and six months ended June 30, 2023, respectively, as compared to $1.4 million and $2.6 million for the three and six months ended June 30, 2022, respectively. Accounts Receivable: As of June 30, 2023, and December 31, 2022, $10.1 million and $29.8 million, respectively, of the accounts receivable as stated in the unaudited Condensed Consolidated Balance Sheets, were receivable from and pertained to sales made to Shenghe in the ordinary course of business. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information and non-cash investing and financing activities were as follows: For the six months ended June 30, (in thousands) 2023 2022 Supplemental cash flow information: Cash paid for interest $ 1,045 $ 1,040 Cash payments related to income taxes $ 23,101 $ 16,621 Change in construction payables $ (1,600) $ 31,839 Supplemental non-cash investing and financing activities: Revenue recognized in exchange for debt principal reduction $ — $ 13,566 Operating right-of-use assets obtained in exchange for lease liabilities $ 7,304 $ 168 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income | $ 7,395 | $ 73,269 | $ 44,842 | $ 158,820 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
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 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Principles of Consolidation | The unaudited Condensed Consolidated Financial Statements include the accounts of MP Materials Corp. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results may differ from those estimates. |
Concentration of Risk | Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents and short-term investments, and trade accounts receivable. The Company believes that its credit risk is limited because the Company’s current contracts are with companies that have a reliable payment history. The Company does not believe that it is exposed to any significant risks related to its cash accounts, money market funds, or short-term investments. As of June 30, 2023, Shenghe was the Company’s principal customer and accounted for more than 90% of product sales. Rare earth concentrate is not quoted on any major commodities market or exchange and demand for rare earth concentrate is currently constrained to a relatively limited number of refiners, a significant majority of which are based in China. Uncertainty exists as to the market price of rare earth oxide (“REO”), as evidenced by the volatility experienced in 2022 and continued into 2023 due to concerns over the global economic conditions and actual or perceived concerns over increases in the supply of rare earth products. Furthermore, while revenue is generated in the United States, Shenghe conducts its primary operations in China and may transport and sell products in the Chinese market. Note 14, “Related-Party Transactions,” for additional information. The impact of the COVID-19 pandemic and its effects continue to evolve. Since the onset of the pandemic, the Company has experienced, at times, significant shipping delays due to congestion and slowdowns at U.S. and international ports caused by shortages in vessels, containers, and truckers, also disrupting the global supply chain. Despite these factors, the Company has not experienced a reduction in production or sales due to the COVID-19 pandemic. However, the COVID-19 pandemic has contributed to certain cost and schedule pressures for capital projects and may impact reliability of transportation, particularly as the Company expects a significant increase in inbound logistics of raw materials to be consumed in Stage II operations. The Company continues to monitor the global situation, including the impacts of new and potential future variants of COVID-19, or other factors that may affect international shipping, logistics, and supply chain, or involve responses to government actions such as strikes or other disruptions. It is impossible to predict the effect and ultimate impact of the COVID-19 pandemic on the Company’s business, results of operations, production and sales volumes, or growth projects. |
Leases | The Company determines if an arrangement is, or contains, a lease at contract inception. In some cases, the Company has determined that its lease arrangements include both lease and non-lease components. The Company has elected to use a practical expedient to account for each separate lease component and its associated non-lease components as a single lease component for the majority of its asset classes. The Company recognizes right-of-use (“ROU”) assets and lease liabilities upon commencement for all leases with a lease term greater than 12 months. The Company has elected to use a practical expedient to not recognize leases with a lease term of 12 months or less in the unaudited Condensed Consolidated Balance Sheets for the majority of its asset classes. These short-term leases are expensed on a straight-line basis over the lease term.ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. When the rate implicit in the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. Lease liabilities are accreted each period and reduced for payments. The ROU asset also includes other adjustments, such as for the effects of lease prepayments, initial lease costs, or lease incentives received. The lease term may include periods covered by options to extend or terminate the lease when it is either reasonably certain that the Company will exercise a renewal option, or reasonably certain it will not exercise an early termination option. For operating leases, lease expense is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset amortizes on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset (or the useful life of the underlying asset if title transfers at the end of the lease term or there is a purchase option the Company is reasonably certain to exercise) and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. For operating and finance leases, variable lease payments not included in the lease liability are expensed as incurred unless such costs are capitalized as part of another asset (e.g., inventory). Additionally, ROU assets are subject to impairment testing whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. |
Stock-Based Compensation | The cost of employee services received in exchange for an award of equity instruments is based on the grant-date fair value of the award. The fair value of Stock Awards (as defined in Note 11, “Stock-based Compensation,” ) is equal to the fair value of the Company’s stock on the grant date. The fair value of performance awards that include performance and/or market conditions is determined using a Monte Carlo simulation technique. The Monte Carlo simulation requires the use of inputs and assumptions such as the grant-date closing stock price, expected volatility, correlation coefficient to relevant peer groups or indices, risk-free interest rate and dividend yield. |
Recently Issued Accounting Pronouncements | During the three and six months ended June 30, 2023, there were no accounting pronouncements adopted by the Company that had a material impact on the Company’s unaudited Condensed Consolidated Financial Statements. Additionally, as of June 30, 2023, there were no accounting pronouncements pending adoption that are expected to have a material impact on the Company's unaudited Condensed Consolidated Financial Statements. |
Reclassifications | Certain amounts in prior periods have been reclassified to conform to the current year presentation. |
CASH, CASH EQUIVALENTS AND IN_2
CASH, CASH EQUIVALENTS AND INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-Sale | The following table presents the Company’s cash, cash equivalents and short-term investments: June 30, 2023 December 31, 2022 (in thousands) Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Cash: Demand deposits $ 5,129 $ — $ — $ 5,129 $ 7,373 $ — $ — $ 7,373 Cash equivalents: Money market funds 922,116 — — 922,116 64,855 — — 64,855 U.S. agency securities — — — — 63,605 1 (2) 63,604 U.S. Treasury securities — — — — 795 — — 795 Total cash equivalents 922,116 — — 922,116 129,255 1 (2) 129,254 Total cash and equivalents 927,245 — — 927,245 136,628 1 (2) 136,627 Short-term investments: U.S. agency securities 165,265 7 (253) 165,019 979,878 361 (17) 980,222 U.S. Treasury securities 35,783 26 — 35,809 65,586 1 (91) 65,496 Total short-term investments 201,048 33 (253) 200,828 1,045,464 362 (108) 1,045,718 Total cash, cash equivalents and short-term investments $ 1,128,293 $ 33 $ (253) $ 1,128,073 $ 1,182,092 $ 363 $ (110) $ 1,182,345 |
Schedule of Cash and Cash Equivalents | The following table presents the Company’s cash, cash equivalents and short-term investments: June 30, 2023 December 31, 2022 (in thousands) Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Cash: Demand deposits $ 5,129 $ — $ — $ 5,129 $ 7,373 $ — $ — $ 7,373 Cash equivalents: Money market funds 922,116 — — 922,116 64,855 — — 64,855 U.S. agency securities — — — — 63,605 1 (2) 63,604 U.S. Treasury securities — — — — 795 — — 795 Total cash equivalents 922,116 — — 922,116 129,255 1 (2) 129,254 Total cash and equivalents 927,245 — — 927,245 136,628 1 (2) 136,627 Short-term investments: U.S. agency securities 165,265 7 (253) 165,019 979,878 361 (17) 980,222 U.S. Treasury securities 35,783 26 — 35,809 65,586 1 (91) 65,496 Total short-term investments 201,048 33 (253) 200,828 1,045,464 362 (108) 1,045,718 Total cash, cash equivalents and short-term investments $ 1,128,293 $ 33 $ (253) $ 1,128,073 $ 1,182,092 $ 363 $ (110) $ 1,182,345 |
Schedule of Investments Classified by Contractual Maturity Date | As of June 30, 2023, the fair values of available-for-sale investments, by remaining contractual maturity, were as follows: (in thousands) Due within one year $ 178,001 Due after one year through two years 22,827 Total $ 200,828 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | The Company’s inventories consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Materials and supplies (1) $ 33,729 $ 28,590 In-process 31,683 27,212 Finished goods 2,371 1,752 Total current inventories 67,783 57,554 Add: Non-current portion (2) 7,410 5,744 Total inventories $ 75,193 $ 63,298 (1) Includes materials to support activities pertaining to the Company’s rare earth metal, alloy and magnet manufacturing facility as a part of Stage III. (2) Represents stockpiled ore that is not expected to be processed within the next 12 months. |
Noncurrent Inventories | The Company’s inventories consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Materials and supplies (1) $ 33,729 $ 28,590 In-process 31,683 27,212 Finished goods 2,371 1,752 Total current inventories 67,783 57,554 Add: Non-current portion (2) 7,410 5,744 Total inventories $ 75,193 $ 63,298 (1) Includes materials to support activities pertaining to the Company’s rare earth metal, alloy and magnet manufacturing facility as a part of Stage III. (2) Represents stockpiled ore that is not expected to be processed within the next 12 months. |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment and Depreciation and Depletion Expense | The Company’s property, plant and equipment consisted of the following: June 30, 2023 December 31, 2022 (in thousands) Land and land improvements $ 16,211 $ 16,102 Buildings and building improvements 25,625 15,111 Machinery and equipment 436,439 186,388 Assets under construction 207,393 338,482 Mineral rights 438,395 438,395 Property, plant and equipment, gross 1,124,063 994,478 Less: Accumulated depreciation and depletion (79,224) (58,735) Property, plant and equipment, net $ 1,044,839 $ 935,743 The Company’s depreciation and depletion expense were as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2023 2022 2023 2022 Depreciation expense $ 9,189 $ 2,257 $ 14,434 $ 4,358 Depletion expense $ 2,963 $ 3,075 $ 5,763 $ 6,144 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt obligations | The Company’s long-term debt was as follows: June 30, 2023 December 31, 2022 (in thousands) Long-term debt Convertible Notes due 2026 $ 690,000 $ 690,000 Less: Unamortized debt issuance costs (9,790) (11,556) Long-term debt, net $ 680,210 $ 678,444 The current and non-current portions of the equipment notes, which are included within the unaudited Condensed Consolidated Balance Sheets in “Other current liabilities” and “Other non-current liabilities,” respectively, were as follows: June 30, 2023 December 31, 2022 (in thousands) Equipment notes Current $ 2,279 $ 2,392 Non-current 3,651 4,743 $ 5,930 $ 7,135 |
Interest expense, net | Interest expense related to the Convertible Notes was as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2023 2022 2023 2022 Coupon interest $ 431 $ 431 $ 862 $ 862 Amortization of debt issuance costs 884 879 1,766 1,756 Convertible Notes interest expense $ 1,315 $ 1,310 $ 2,628 $ 2,618 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Maturities of Operating Lease Liability | As of June 30, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows: (in thousands) Operating Leases Finance Leases Period: Remainder of 2023 $ 154 $ 94 2024 1,284 186 2025 1,304 137 2026 1,337 17 2027 1,370 12 Thereafter 4,066 48 Total lease payments 9,515 494 Less: Imputed interest (2,156) (51) Total $ 7,359 $ 443 |
Schedule of Maturities of Finance Lease Liability | As of June 30, 2023, the maturities of the Company’s operating and finance lease liabilities were as follows: (in thousands) Operating Leases Finance Leases Period: Remainder of 2023 $ 154 $ 94 2024 1,284 186 2025 1,304 137 2026 1,337 17 2027 1,370 12 Thereafter 4,066 48 Total lease payments 9,515 494 Less: Imputed interest (2,156) (51) Total $ 7,359 $ 443 |
Supplemental disclosure for the Consolidated Balance Sheets related to Operating and Finance Leases | Supplemental disclosure for the unaudited Condensed Consolidated Balance Sheets related to the Company’s operating and finance leases is as follows: Location on Unaudited Condensed Consolidated Balance Sheets June 30, 2023 December 31, 2022 (in thousands) Operating Leases: Right-of-use assets Operating lease right-of-use assets $ 10,133 $ 99 Operating lease liability, current Current portion of operating lease liabilities $ 309 $ 84 Operating lease liability, non-current Operating lease liabilities, net of current portion 7,050 15 Total operating lease liabilities $ 7,359 $ 99 Finance Leases: Right-of-use assets Other non-current assets $ 472 $ 451 Finance lease liability, current Other current liabilities $ 173 $ 354 Finance lease liability, non-current Other non-current liabilities 270 242 Total finance lease liabilities $ 443 $ 596 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Awards Activity | The Company’s stock-based compensation was recorded as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2023 2022 2023 2022 Cost of sales $ 795 $ 506 $ 1,917 $ 1,221 Selling, general and administrative 4,636 6,837 10,410 15,805 Advanced projects, start-up, development and other 299 97 416 187 Total stock-based compensation expense $ 5,730 $ 7,440 $ 12,743 $ 17,213 Stock-based compensation capitalized to property, plant and equipment, net $ 454 $ 278 $ 1,199 $ 684 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows: June 30, 2023 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 927,245 $ 927,245 $ 927,245 $ — $ — Short-term investments $ 200,828 $ 200,828 $ 200,828 $ — $ — Restricted cash $ 2,238 $ 2,238 $ 2,238 $ — $ — Financial liabilities: Convertible Notes $ 680,210 $ 612,789 $ 612,789 $ — $ — Equipment notes $ 5,930 $ 5,764 $ — $ 5,764 $ — December 31, 2022 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 136,627 $ 136,627 $ 136,627 $ — $ — Short-term investments $ 1,045,718 $ 1,045,718 $ 1,045,718 $ — $ — Restricted cash $ 6,882 $ 6,882 $ 6,882 $ — $ — Financial liabilities: Convertible Notes $ 678,444 $ 610,650 $ 610,650 $ — $ — Equipment notes $ 7,135 $ 6,807 $ — $ 6,807 $ — |
Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows: June 30, 2023 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 927,245 $ 927,245 $ 927,245 $ — $ — Short-term investments $ 200,828 $ 200,828 $ 200,828 $ — $ — Restricted cash $ 2,238 $ 2,238 $ 2,238 $ — $ — Financial liabilities: Convertible Notes $ 680,210 $ 612,789 $ 612,789 $ — $ — Equipment notes $ 5,930 $ 5,764 $ — $ 5,764 $ — December 31, 2022 (in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 136,627 $ 136,627 $ 136,627 $ — $ — Short-term investments $ 1,045,718 $ 1,045,718 $ 1,045,718 $ — $ — Restricted cash $ 6,882 $ 6,882 $ 6,882 $ — $ — Financial liabilities: Convertible Notes $ 678,444 $ 610,650 $ 610,650 $ — $ — Equipment notes $ 7,135 $ 6,807 $ — $ 6,807 $ — |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average number of shares | The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS: For the three months ended June 30, For the six months ended June 30, 2023 2022 2023 2022 Weighted-average shares outstanding, basic 176,984,917 176,527,570 176,933,605 176,442,043 Assumed conversion of Convertible Notes — 15,584,409 15,584,409 15,584,409 Assumed conversion of restricted stock 555,282 845,450 639,214 996,994 Assumed conversion of RSUs 318,919 457,134 371,591 429,475 Weighted-average shares outstanding, diluted 177,859,118 193,414,563 193,528,819 193,452,921 |
Potentially dilutive securities | The following table presents unweighted potentially dilutive shares that were not included in the computation of diluted EPS because to do so would have been antidilutive: For the three months ended June 30, For the six months ended June 30, 2023 2022 2023 2022 Convertible Notes 15,584,409 — — — RSUs 399,817 6,013 3,184 6,013 |
Potentially dilutive securities | The following table presents the calculation of basic and diluted EPS for the Company’s common stock: For the three months ended June 30, For the six months ended June 30, (in thousands, except share and per share data) 2023 2022 2023 2022 Calculation of basic EPS: Net income $ 7,395 $ 73,269 $ 44,842 $ 158,820 Weighted-average shares outstanding, basic 176,984,917 176,527,570 176,933,605 176,442,043 Basic EPS $ 0.04 $ 0.42 $ 0.25 $ 0.90 Calculation of diluted EPS: Net income $ 7,395 $ 73,269 $ 44,842 $ 158,820 Interest expense, net of tax (1) : Convertible Notes (2) — 993 2,025 1,981 Diluted income $ 7,395 $ 74,262 $ 46,867 $ 160,801 Weighted-average shares outstanding, diluted 177,859,118 193,414,563 193,528,819 193,452,921 Diluted EPS $ 0.04 $ 0.38 $ 0.24 $ 0.83 (1) The six months ended June 30, 2023, was tax-effected at a rate of 23.0%, and the three and six months ended June 30, 2022, were tax-effected at a rate of 24.2% and 24.4%, respectively. (2) The Convertible Notes were antidilutive for the three months ended June 30, 2023. Convertible debt becomes antidilutive whenever its interest expense (net of tax) per common share obtainable upon conversion exceeds basic EPS. |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information and non-cash investing and financing activities were as follows: For the six months ended June 30, (in thousands) 2023 2022 Supplemental cash flow information: Cash paid for interest $ 1,045 $ 1,040 Cash payments related to income taxes $ 23,101 $ 16,621 Change in construction payables $ (1,600) $ 31,839 Supplemental non-cash investing and financing activities: Revenue recognized in exchange for debt principal reduction $ — $ 13,566 Operating right-of-use assets obtained in exchange for lease liabilities $ 7,304 $ 168 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Shenghe | Product sales | Customer concentration risk | Shenghe | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 90% |
CASH, CASH EQUIVALENTS AND IN_3
CASH, CASH EQUIVALENTS AND INVESTMENTS - Amortized Costs, Unrealized Gains and Losses, and Estimated Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Total cash and equivalents | |||||
Amortized Cost Basis | $ 927,245 | $ 927,245 | $ 136,628 | ||
Unrealized Gains | 0 | 0 | 1 | ||
Unrealized Losses | 0 | 0 | (2) | ||
Estimated Fair Value | 927,245 | 927,245 | 136,627 | ||
Short-term investments: | |||||
Amortized Cost Basis | 201,048 | 201,048 | 1,045,464 | ||
Unrealized Gains | 33 | 33 | 362 | ||
Unrealized Losses | (253) | (253) | (108) | ||
Short-term investments | 200,828 | 200,828 | 1,045,718 | ||
Amortized Cost Basis | 1,128,293 | 1,128,293 | 1,182,092 | ||
Unrealized Gains | 33 | 33 | 363 | ||
Unrealized Losses | (253) | (253) | (110) | ||
Total cash, cash equivalents and short-term investments | 1,128,073 | 1,128,073 | 1,182,345 | ||
Debt securities, available-for-sale, realized gain | 500 | ||||
Debt securities, available-for-sale, realized loss | 100 | ||||
Debt securities, available-for-sale, realized gain (loss) | 0 | $ 0 | $ 0 | ||
Interest and investment income | 13,800 | $ 1,700 | 27,100 | $ 1,700 | |
U.S. agency securities | |||||
Short-term investments: | |||||
Amortized Cost Basis | 165,265 | 165,265 | 979,878 | ||
Unrealized Gains | 7 | 7 | 361 | ||
Unrealized Losses | (253) | (253) | (17) | ||
Short-term investments | 165,019 | 165,019 | 980,222 | ||
U.S. Treasury securities | |||||
Short-term investments: | |||||
Amortized Cost Basis | 35,783 | 35,783 | 65,586 | ||
Unrealized Gains | 26 | 26 | 1 | ||
Unrealized Losses | 0 | 0 | (91) | ||
Short-term investments | 35,809 | 35,809 | 65,496 | ||
Demand deposits | |||||
Total cash and equivalents | |||||
Amortized Cost Basis | 5,129 | 5,129 | 7,373 | ||
Estimated Fair Value | 5,129 | 5,129 | 7,373 | ||
Total cash equivalents | |||||
Total cash and equivalents | |||||
Amortized Cost Basis | 922,116 | 922,116 | 129,255 | ||
Unrealized Gains | 0 | 0 | 1 | ||
Unrealized Losses | 0 | 0 | (2) | ||
Estimated Fair Value | 922,116 | 922,116 | 129,254 | ||
Money market funds | |||||
Total cash and equivalents | |||||
Amortized Cost Basis | 922,116 | 922,116 | 64,855 | ||
Unrealized Gains | 0 | 0 | 0 | ||
Unrealized Losses | 0 | 0 | 0 | ||
Estimated Fair Value | 922,116 | 922,116 | 64,855 | ||
U.S. agency securities | |||||
Total cash and equivalents | |||||
Amortized Cost Basis | 0 | 0 | 63,605 | ||
Unrealized Gains | 0 | 0 | 1 | ||
Unrealized Losses | 0 | 0 | (2) | ||
Estimated Fair Value | 0 | 0 | 63,604 | ||
U.S. Treasury securities | |||||
Total cash and equivalents | |||||
Amortized Cost Basis | 0 | 0 | 795 | ||
Unrealized Gains | 0 | 0 | 0 | ||
Unrealized Losses | 0 | 0 | 0 | ||
Estimated Fair Value | $ 0 | $ 0 | $ 795 |
CASH, CASH EQUIVALENTS AND IN_4
CASH, CASH EQUIVALENTS AND INVESTMENTS - Schedule of Investments Classified by Contractual Maturity Date (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Securities, Available-for-Sale, Fair Value, Fiscal Year Maturity [Abstract] | |
Due within one year | $ 178,001 |
Due after one year through two years | 22,827 |
Total | $ 200,828 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Materials and supplies | $ 33,729 | $ 28,590 |
In-process | 31,683 | 27,212 |
Finished goods | 2,371 | 1,752 |
Total current inventories | 67,783 | 57,554 |
Add: Non-current portion | 7,410 | 5,744 |
Total inventories | $ 75,193 | $ 63,298 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,124,063 | $ 994,478 |
Less: Accumulated depreciation and depletion | (79,224) | (58,735) |
Property, plant and equipment, net | 1,044,839 | 935,743 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 16,211 | 16,102 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 25,625 | 15,111 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 436,439 | 186,388 |
Assets under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 207,393 | 338,482 |
Mineral rights | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 438,395 | $ 438,395 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) a | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) a | Jun. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) | Nov. 30, 2020 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Capitalized expenditures | $ 128,600,000 | $ 154,400,000 | ||||
Assets transferred | 219,900,000 | |||||
Technology investment agreement, stage II optimization contribution | $ 100,000 | 100,000 | $ 9,600,000 | |||
Proceeds from technology investment agreement, stage II optimization contribution | 0 | 5,100,000 | ||||
HREE production project agreement, stage II optimization contribution | $ 35,000,000 | |||||
Demolition costs | 2,200,000 | 4,700,000 | ||||
Asset impairment charges | $ 0 | $ 0 | 0 | $ 0 | ||
Machinery and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Assets transferred | $ 211,300,000 | |||||
TEXAS | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Area of real estate property | a | 18 | 18 |
PROPERTY, PLANT AND EQUIPENT -
PROPERTY, PLANT AND EQUIPENT - Depreciation and Depletion Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 9,189 | $ 2,257 | $ 14,434 | $ 4,358 |
Depletion expense | $ 2,963 | $ 3,075 | $ 5,763 | $ 6,144 |
DEBT OBLIGATIONS - Schedule of
DEBT OBLIGATIONS - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: Unamortized debt issuance costs | $ (9,790) | $ (11,556) |
Long-term debt, net | 680,210 | 678,444 |
Convertible Notes due 2026 | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Outstanding balance, gross | $ 690,000 | $ 690,000 |
DEBT OBLIGATIONS - Convertible
DEBT OBLIGATIONS - Convertible Notes (Details) - Convertible Notes due 2026 - Convertible Notes $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended |
Mar. 31, 2021 USD ($) $ / shares | Jun. 30, 2023 shares | |
Debt Instrument [Line Items] | ||
Advance funded | $ | $ 690 | |
Interest rate | 0.25% | |
Debt instrument, convertible, conversion price (in USD per share) | $ / shares | $ 44.28 | |
Debt instrument, convertible, conversion ratio | 0.0225861 | |
Debt instrument, convertible, number of equity instruments (in shares) | shares | 19,714,266 | |
Effective interest rate | 0.51% | |
Debt term | 2 years 9 months 18 days | |
Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, convertible, conversion ratio | 0.0285714 |
DEBT OBLIGATIONS - Interest Exp
DEBT OBLIGATIONS - Interest Expense, Net (Details) - Convertible Notes due 2026 - Convertible Notes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Coupon interest | $ 431 | $ 431 | $ 862 | $ 862 |
Amortization of debt issuance costs | 884 | 879 | 1,766 | 1,756 |
Convertible Notes interest expense | $ 1,315 | $ 1,310 | $ 2,628 | $ 2,618 |
DEBT OBLIGATIONS - Equipment No
DEBT OBLIGATIONS - Equipment Notes (Details) - Equipment notes - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equipment notes | ||
Current | $ 2,279 | $ 2,392 |
Non-current | 3,651 | 4,743 |
Notes payable | $ 5,930 | $ 7,135 |
Minimum | ||
Debt Instrument [Line Items] | ||
Debt term | 4 years | |
Interest rate | 0% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Debt term | 5 years | |
Interest rate | 6.50% |
LEASES - Additional Information
LEASES - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) renewalOption | Jun. 30, 2023 USD ($) | Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Leases [Abstract] | ||||
Operating lease liability | $ 7,359 | $ 7,359 | $ 7,300 | $ 99 |
Operating lease right-of-use assets | 10,133 | $ 10,133 | $ 10,300 | $ 99 |
Payments for tenant improvements | $ 2,900 | |||
Initial term | 91 months | 91 months | ||
Number of renewal options | renewalOption | 1 | |||
Renewal options term | 5 years | 5 years | ||
Annual base rent | $ 1,200 |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 |
Operating Leases | |||
Remainder of 2023 | $ 154 | ||
2024 | 1,284 | ||
2025 | 1,304 | ||
2026 | 1,337 | ||
2027 | 1,370 | ||
Thereafter | 4,066 | ||
Total lease payments | 9,515 | ||
Less: Imputed interest | (2,156) | ||
Total | 7,359 | $ 7,300 | $ 99 |
Finance Leases | |||
Remainder of 2023 | 94 | ||
2024 | 186 | ||
2025 | 137 | ||
2026 | 17 | ||
2027 | 12 | ||
Thereafter | 48 | ||
Total lease payments | 494 | ||
Less: Imputed interest | (51) | ||
Total | $ 443 | $ 596 |
LEASES - Supplemental Disclosur
LEASES - Supplemental Disclosure for the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 |
Right-of-use assets | |||
Right-of-use assets | $ 10,133 | $ 10,300 | $ 99 |
Operating lease liability, current | 309 | 84 | |
Operating lease liability, non-current | 7,050 | 15 | |
Total operating lease liabilities | 7,359 | $ 7,300 | 99 |
Finance Leases: | |||
Right-of-use assets | $ 472 | $ 451 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets | |
Finance lease liability, current | $ 173 | $ 354 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | |
Finance lease liability, non-current | $ 270 | $ 242 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | Other non-current liabilities | |
Total finance lease liabilities | $ 443 | $ 596 |
ASSET RETIREMENT AND ENVIRONM_2
ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Unusual Risk or Uncertainty [Line Items] | ||
Asset retirement obligation, current | $ 0.2 | $ 0.2 |
Estimated undiscounted cash flows, to satisfy obligation | $ 50.3 | 50.4 |
Remediation term | 25 years | |
Discount rate | 2.93% | |
Environmental obligations, undiscounted cost | $ 26.9 | 27.2 |
Environmental obligations, current | 0.5 | 0.5 |
Closure and reclamation obligations, financial assurances | $ 45.4 | $ 43.5 |
Minimum | ||
Unusual Risk or Uncertainty [Line Items] | ||
Asset retirement obligations, credit-adjusted risk free rate | 6.50% | |
Maximum | ||
Unusual Risk or Uncertainty [Line Items] | ||
Asset retirement obligations, credit-adjusted risk free rate | 12% |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 42.70% | 24.20% | 23% | 24.40% |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 shares | |
2020 Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for future grants (in shares) | 6,244,076 |
2023 Performance Share Plan | Market-Based PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares granted (in shares) | 62,709 |
Vesting period | 3 years |
Requisite service period | 3 years |
2023 Performance Share Plan | Market-Based PSUs | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage of the awards granted (as a percent) | 0% |
2023 Performance Share Plan | Market-Based PSUs | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage of the awards granted (as a percent) | 200% |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation and Related Income Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 5,730 | $ 7,440 | $ 12,743 | $ 17,213 |
Stock-based compensation capitalized to property, plant and equipment, net | 454 | 278 | 1,199 | 684 |
Cost of sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 795 | 506 | 1,917 | 1,221 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 4,636 | 6,837 | 10,410 | 15,805 |
Advanced projects, start-up, development and other | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 299 | $ 97 | $ 416 | $ 187 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Financial assets: | ||
Cash and cash equivalents | $ 927,245 | $ 136,627 |
Level 1 | ||
Financial assets: | ||
Cash and cash equivalents | 927,245 | 136,627 |
Short-term investments | 200,828 | 1,045,718 |
Restricted cash | 2,238 | 6,882 |
Level 1 | Convertible Notes | ||
Financial liabilities: | ||
Debt fair value | 612,789 | 610,650 |
Level 1 | Equipment notes | ||
Financial liabilities: | ||
Debt fair value | 0 | 0 |
Level 2 | ||
Financial assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Restricted cash | 0 | 0 |
Level 2 | Convertible Notes | ||
Financial liabilities: | ||
Debt fair value | 0 | 0 |
Level 2 | Equipment notes | ||
Financial liabilities: | ||
Debt fair value | 5,764 | 6,807 |
Level 3 | ||
Financial assets: | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Restricted cash | 0 | 0 |
Level 3 | Convertible Notes | ||
Financial liabilities: | ||
Debt fair value | 0 | 0 |
Level 3 | Equipment notes | ||
Financial liabilities: | ||
Debt fair value | 0 | 0 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents | 927,245 | 136,627 |
Short-term investments | 200,828 | 1,045,718 |
Restricted cash | 2,238 | 6,882 |
Carrying Amount | Convertible Notes | ||
Financial liabilities: | ||
Debt fair value | 680,210 | 678,444 |
Carrying Amount | Equipment notes | ||
Financial liabilities: | ||
Debt fair value | 5,930 | 7,135 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents | 927,245 | 136,627 |
Short-term investments | 200,828 | 1,045,718 |
Restricted cash | 2,238 | 6,882 |
Fair Value | Convertible Notes | ||
Financial liabilities: | ||
Debt fair value | 612,789 | 610,650 |
Fair Value | Equipment notes | ||
Financial liabilities: | ||
Debt fair value | $ 5,764 | $ 6,807 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Weighted Average Number of Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Weighted-average shares outstanding, basic (in shares) | 176,984,917 | 176,527,570 | 176,933,605 | 176,442,043 |
Assumed conversion of Convertible Notes (in shares) | 0 | 15,584,409 | 15,584,409 | 15,584,409 |
Weighted-average shares outstanding, diluted (in shares) | 177,859,118 | 193,414,563 | 193,528,819 | 193,452,921 |
Restricted Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Assumed conversion of restricted stock awards (in shares) | 555,282 | 845,450 | 639,214 | 996,994 |
RSUs | ||||
Class of Warrant or Right [Line Items] | ||||
Assumed conversion of restricted stock awards (in shares) | 318,919 | 457,134 | 371,591 | 429,475 |
EARNINGS PER SHARE - Schedule_2
EARNINGS PER SHARE - Schedule of Unweighted Potentially Dilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 | 0 | |
Convertible Debt Securities | ||||
Class of Warrant or Right [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 15,584,409 | |||
RSUs | ||||
Class of Warrant or Right [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 399,817 | 6,013 | 3,184 | 6,013 |
EARNINGS PER SHARE - Calculatio
EARNINGS PER SHARE - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Calculation of basic EPS: | ||||
Net income | $ 7,395 | $ 73,269 | $ 44,842 | $ 158,820 |
Weighted-average shares outstanding, basic (in shares) | 176,984,917 | 176,527,570 | 176,933,605 | 176,442,043 |
Basic EPS (in USD per share) | $ 0.04 | $ 0.42 | $ 0.25 | $ 0.90 |
Calculation of diluted EPS: | ||||
Interest expense on convertible debt, net of tax | $ 0 | $ 993 | $ 2,025 | $ 1,981 |
Diluted income | $ 7,395 | $ 74,262 | $ 46,867 | $ 160,801 |
Weighted-average shares outstanding, diluted (in shares) | 177,859,118 | 193,414,563 | 193,528,819 | 193,452,921 |
Diluted EPS (in USD per share) | $ 0.04 | $ 0.38 | $ 0.24 | $ 0.83 |
Effective tax rate | 42.70% | 24.20% | 23% | 24.40% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Total revenue | $ 64,024 | $ 143,562 | $ 159,724 | $ 309,820 | ||
Cost of sales (including related party)(excluding depreciation, depletion and amortization) | 22,704 | 22,092 | 46,920 | 45,265 | ||
Accounts receivable (including related party), net of allowance for credit losses of $0 and $0, respectively | 11,106 | 11,106 | $ 32,856 | |||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenue | 62,600 | 131,600 | 151,700 | 286,600 | ||
Purchases from related party | 900 | 1,400 | 1,800 | 2,600 | ||
Accounts receivable (including related party), net of allowance for credit losses of $0 and $0, respectively | 10,100 | $ 10,100 | $ 29,800 | |||
Affiliated Entity | Non-Concentrate Products | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenue | 4,400 | 8,500 | ||||
Offtake Agreement | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Initial term | 2 years | |||||
Extension period | 1 year | |||||
VREX Tolling Agreement | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Initial term | 3 years | |||||
Extension period | 3 years | |||||
Shipping And Freight Related Agreements With Shenghe | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of sales (including related party)(excluding depreciation, depletion and amortization) | $ 22,300 | $ 21,000 | $ 45,000 | $ 43,600 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental cash flow information: | ||
Cash paid for interest | $ 1,045 | $ 1,040 |
Cash payments related to income taxes | 23,101 | 16,621 |
Change in construction payables | (1,600) | 31,839 |
Supplemental non-cash investing and financing activities: | ||
Revenue recognized in exchange for debt principal reduction | 0 | 13,566 |
Operating right-of-use assets obtained in exchange for lease liabilities | $ 7,304 | $ 168 |