Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 05, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40234 | |
Entity Registrant Name | PureCycle Technologies, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2293091 | |
Entity Address, Address Line One | 4651 Salisbury Road, | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Jacksonville | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32256 | |
City Area Code | 877 | |
Local Phone Number | 648-3565 | |
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 | 164,961,308 | |
Amendment Flag | false | |
Entity Central Index Key | 0001830033 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Common Stock, par value $0.001 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | PCT | |
Security Exchange Name | NASDAQ | |
Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share | |
Trading Symbol | PCTTW | |
Security Exchange Name | NASDAQ | |
Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant | |
Trading Symbol | PCTTU | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 10,895 | $ 73,411 |
Debt securities available for sale | 0 | 48,226 |
Restricted cash – current | 2,880 | 25,692 |
Inventory | 6,114 | 4,791 |
Prepaid expenses and other current assets | 12,039 | 10,525 |
Total current assets | 31,928 | 162,645 |
Restricted cash – non-current | 9,680 | 203,411 |
Prepaid expenses and other non-current assets | 4,889 | 4,772 |
Operating lease right-of-use assets | 27,245 | 29,799 |
Property, plant and equipment, net | 646,011 | 638,746 |
TOTAL ASSETS | 719,753 | 1,039,373 |
CURRENT LIABILITIES | ||
Accounts payable | 4,241 | 2,881 |
Accrued expenses | 30,930 | 35,391 |
Accrued interest | 7,495 | 8,190 |
Current portion of long-term debt | 3,932 | 9,148 |
Current portion of related party bonds payable | 1,040 | 0 |
Total current liabilities | 47,638 | 55,610 |
NON-CURRENT LIABILITIES | ||
Deferred revenue | 5,000 | 5,000 |
Related party bonds payable | 62,719 | 0 |
Warrant liability | 38,494 | 22,059 |
Operating lease right-of-use liabilities | 25,448 | 27,253 |
Other non-current liabilities | 2,233 | 1,811 |
TOTAL LIABILITIES | 428,142 | 619,137 |
COMMITMENT AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Common shares - $0.001 par value, 250,000 shares authorized; 164,746 and 164,279 shares issued and outstanding as of June 30, 2024 and December 31, 2023 | 165 | 164 |
Preferred shares - $0.001 par value, 25,000 shares authorized; 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Additional paid-in capital | 769,494 | 764,344 |
Accumulated other comprehensive income (loss) | 11 | (32) |
Accumulated deficit | (478,059) | (344,240) |
TOTAL STOCKHOLDERS' EQUITY | 291,611 | 420,236 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 719,753 | 1,039,373 |
Nonrelated Party | ||
CURRENT LIABILITIES | ||
Current portion of long-term debt | 3,932 | 9,148 |
NON-CURRENT LIABILITIES | ||
Long-term debt, excluding current maturities | 246,610 | 467,708 |
Related Party | ||
CURRENT LIABILITIES | ||
Current portion of long-term debt | 1,040 | 0 |
NON-CURRENT LIABILITIES | ||
Long-term debt, excluding current maturities | 0 | $ 39,696 |
Related party bonds payable | $ 62,719 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 164,746,000 | 164,279,000 |
Common stock, shares outstanding (in shares) | 164,746,000 | 164,279,000 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Costs and expenses | ||||
Operating costs | $ 22,220,000 | $ 11,612,000 | $ 43,414,000 | $ 18,984,000 |
Research and development expense | 1,565,000 | 1,571,000 | 3,396,000 | 3,325,000 |
Selling, general, and administrative expense | 16,137,000 | 13,410,000 | 32,094,000 | 26,105,000 |
Total operating costs and expenses | 39,922,000 | 26,593,000 | 78,904,000 | 48,414,000 |
Interest expense | 12,055,000 | 4,027,000 | 27,109,000 | 4,684,000 |
Interest income | (514,000) | (1,578,000) | (4,116,000) | (3,511,000) |
Change in fair value of warrants | (4,311,000) | 26,313,000 | 9,633,000 | 31,148,000 |
Loss on debt extinguishment | 0 | 0 | 21,214,000 | 0 |
Other expense | 1,060,000 | 13,000 | 1,075,000 | 475,000 |
Total other expense | 8,290,000 | 28,775,000 | 54,915,000 | 32,796,000 |
Loss before income taxes | (48,212,000) | (55,368,000) | (133,819,000) | (81,210,000) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (48,212,000) | $ (55,368,000) | $ (133,819,000) | $ (81,210,000) |
Loss per share | ||||
Basic (in usd per share) | $ (0.29) | $ (0.34) | $ (0.81) | $ (0.5) |
Diluted (in usd per share) | $ (0.29) | $ (0.34) | $ (0.81) | $ (0.5) |
Weighted average common shares | ||||
Basic (in shares) | 164,691 | 163,739 | 164,524 | 163,664 |
Diluted (in shares) | 164,691 | 163,739 | 164,524 | 163,664 |
Other comprehensive income | ||||
Cumulative translation adjustment | $ 9,000 | $ 0 | $ 25,000 | $ 0 |
Unrealized gain on debt securities available for sale | 0 | 0 | 18,000 | 641,000 |
Total comprehensive loss | $ (48,203,000) | $ (55,368,000) | $ (133,776,000) | $ (80,569,000) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 163,550 | ||||
Beginning balance at Dec. 31, 2022 | $ 510,883 | $ 164 | $ 753,885 | $ (641) | $ (242,525) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share repurchase (in shares) | (48) | ||||
Share repurchase | (277) | (277) | |||
Equity-based compensation (in shares) | 169 | ||||
Equity-based compensation | 2,166 | 2,166 | |||
Unrealized gain on available for sale debt securities | 641 | 641 | |||
Net Income (Loss) | (25,842) | (25,842) | |||
Ending balance (in shares) at Mar. 31, 2023 | 163,671 | ||||
Ending balance at Mar. 31, 2023 | 487,571 | $ 164 | 755,774 | 0 | (268,367) |
Beginning balance (in shares) at Dec. 31, 2022 | 163,550 | ||||
Beginning balance at Dec. 31, 2022 | 510,883 | $ 164 | 753,885 | (641) | (242,525) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net Income (Loss) | (81,210) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 163,796 | ||||
Ending balance at Jun. 30, 2023 | 435,428 | $ 164 | 758,999 | 0 | (323,735) |
Beginning balance (in shares) at Mar. 31, 2023 | 163,671 | ||||
Beginning balance at Mar. 31, 2023 | 487,571 | $ 164 | 755,774 | 0 | (268,367) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share repurchase (in shares) | (9) | ||||
Share repurchase | (27) | (27) | |||
Forfeiture of restricted stock (in shares) | (1) | ||||
Equity-based compensation (in shares) | 135 | ||||
Equity-based compensation | 3,252 | 3,252 | |||
Net Income (Loss) | (55,368) | (55,368) | |||
Ending balance (in shares) at Jun. 30, 2023 | 163,796 | ||||
Ending balance at Jun. 30, 2023 | $ 435,428 | $ 164 | 758,999 | 0 | (323,735) |
Beginning balance (in shares) at Dec. 31, 2023 | 164,279 | 164,279 | |||
Beginning balance at Dec. 31, 2023 | $ 420,236 | $ 164 | 764,344 | (32) | (344,240) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Options exercised (in shares) | 16 | ||||
Options exercised | 92 | 92 | |||
Share repurchase (in shares) | (99) | ||||
Share repurchase | (598) | (598) | |||
Equity-based compensation (in shares) | 416 | ||||
Equity-based compensation | 2,682 | $ 1 | 2,681 | ||
Unrealized gain on available for sale debt securities | 18 | 18 | |||
Cumulative translation adjustment | 16 | 16 | |||
Net Income (Loss) | (85,607) | (85,607) | |||
Ending balance (in shares) at Mar. 31, 2024 | 164,612 | ||||
Ending balance at Mar. 31, 2024 | $ 336,839 | $ 165 | 766,519 | 2 | (429,847) |
Beginning balance (in shares) at Dec. 31, 2023 | 164,279 | 164,279 | |||
Beginning balance at Dec. 31, 2023 | $ 420,236 | $ 164 | 764,344 | (32) | (344,240) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Options exercised (in shares) | 16 | ||||
Net Income (Loss) | $ (133,819) | ||||
Ending balance (in shares) at Jun. 30, 2024 | 164,746 | 164,746 | |||
Ending balance at Jun. 30, 2024 | $ 291,611 | $ 165 | 769,494 | 11 | (478,059) |
Beginning balance (in shares) at Mar. 31, 2024 | 164,612 | ||||
Beginning balance at Mar. 31, 2024 | 336,839 | $ 165 | 766,519 | 2 | (429,847) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share repurchase (in shares) | (14) | ||||
Share repurchase | (97) | (97) | |||
Equity-based compensation (in shares) | 148 | ||||
Equity-based compensation | 3,072 | 3,072 | |||
Cumulative translation adjustment | 9 | 9 | |||
Net Income (Loss) | $ (48,212) | (48,212) | |||
Ending balance (in shares) at Jun. 30, 2024 | 164,746 | 164,746 | |||
Ending balance at Jun. 30, 2024 | $ 291,611 | $ 165 | $ 769,494 | $ 11 | $ (478,059) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net Income (Loss) | $ (133,819) | $ (81,210) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Equity-based compensation | 5,754 | 5,418 |
Change in fair value of warrants | 9,633 | 31,148 |
Depreciation expense | 16,423 | 4,098 |
Amortization of debt issuance costs and debt discounts | 5,865 | 657 |
Accretion of discount on debt securities | (330) | (139) |
Operating lease amortization expense | 1,529 | 1,459 |
Loss on extinguishment of debt | 21,214 | 0 |
Impairment of operating right-of-use asset | 757 | 0 |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (1,083) | (2,262) |
Inventory | (1,323) | (2,526) |
Prepaid expenses and other non-current assets | (117) | (1,625) |
Accounts payable | 1,254 | 2,372 |
Accrued expenses | (3,051) | 1,175 |
Accrued interest | (1,004) | 2,060 |
Other non-current liabilities | 66 | 0 |
Operating right-of-use liabilities | (1,376) | (1,049) |
Net cash used in operating activities | (79,608) | (40,424) |
Cash flows from investing activities | ||
Purchase of property, plant & equipment | (24,718) | (124,239) |
Purchase of debt securities, available for sale | (30,586) | 0 |
Sale and maturity of debt securities, available for sale | 79,161 | 99,371 |
Net cash provided by (used in) investing activities | 23,857 | (24,868) |
Cash flows from financing activities | ||
Payment to purchase revenue bonds | (253,230) | 0 |
Proceeds from issuance of revenue bonds to related parties | 30,000 | 0 |
Proceeds from other borrowings | 2,185 | 0 |
Proceeds from equipment lease financing | 2,000 | 19,747 |
Payments on equipment financing | (1,617) | 0 |
Debt issuance costs | (1,119) | (1,196) |
Payments to repurchase shares | (695) | (304) |
Payments on related party revenue bonds | (475) | 0 |
Other payments for financing activities | (357) | (50) |
Proceeds from related party note payable | 0 | 38,000 |
Related party note payable issuance costs | 0 | (2,100) |
Net cash (used in) provided by financing activities | (223,308) | 54,097 |
Net decrease in cash and restricted cash | (279,059) | (11,195) |
Cash and restricted cash, beginning of period | 302,514 | 227,523 |
Cash and restricted cash, end of period | 23,455 | 216,328 |
Non-cash operating activities | ||
Interest paid during the period, net of capitalized interest | 21,647 | 650 |
Non-cash investing activities | ||
Additions to property, plant, and equipment in accrued expenses | 20,314 | 24,980 |
Additions to property, plant, and equipment in accounts payable | 1,739 | 7,639 |
Non-cash financing activities | ||
Carrying value of shareholder loan exchanged for revenue bonds payable to related parties | 44,386 | 0 |
Initial fair value of warrant liability issued to satisfy shareholder loan prepayment penalty | 3,983 | 0 |
PIK interest on related party note payable | 1,938 | 422 |
Reconciliation of cash, cash equivalents reported in the consolidated balance sheet | ||
Cash and cash equivalents | 10,895 | 28,885 |
Restricted cash and cash equivalents - current | 2,880 | 36,098 |
Restricted cash and cash equivalents - non-current | 9,680 | 151,345 |
Total cash, cash equivalents and restricted cash | $ 23,455 | $ 216,328 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (48,212) | $ (85,607) | $ (55,368) | $ (25,842) | $ (133,819) | $ (81,210) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1 - ORGANIZATION Formation and Organization PureCycle Technologies, Inc. (“PCT” or “Company”) is a Florida-based corporation focused on commercializing a patented purification recycling technology (the “Technology”), originally developed by The Procter & Gamble Company (“P&G”), for restoring waste polypropylene into resin, called ultra-pure recycled (“UPR”) resin, which has nearly identical properties and applicability for reuse as virgin polypropylene. PCT has a global license for the Technology from P&G. PCT’s goal is to create an important new segment of the global polypropylene market that will assist multinational entities in meeting their sustainability goals, providing consumers with polypropylene-based products that are sustainable, and reducing overall polypropylene waste in the world’s landfills and oceans. Business Combination On March 17, 2021, PureCycle consummated the previously announced business combination (“Business Combination”) by and among Roth CH Acquisition I Co., a Delaware corporation (“ROCH”), Roth CH Acquisition I Co. Parent Corp., a Delaware corporation and wholly owned direct subsidiary of ROCH (“ParentCo”), Roth CH Merger Sub LLC, a Delaware limited liability company and wholly owned direct subsidiary of Parent Co, Roth CH Merger Sub Corp., a Delaware corporation and wholly owned direct subsidiary of ParentCo and PureCycle Technologies LLC (“PCT LLC” or “Legacy PCT”) pursuant to the Agreement and Plan of Merger dated as of November 16, 2020, as amended from time to time (the “Merger Agreement”). Upon the completion of the Business Combination and the other transactions contemplated by the Merger Agreement (the “Transactions”, and such completion, the “Closing”), ROCH changed its name to PureCycle Technologies Holdings Corp. and became a wholly owned direct subsidiary of ParentCo, PCT LLC became a wholly owned direct subsidiary of PureCycle Technologies Holdings Corp. and a wholly owned indirect subsidiary of ParentCo, and ParentCo changed its name to PureCycle Technologies, Inc. The Company’s common stock, units and warrants are now listed on the Nasdaq Capital Market (“NASDAQ”) under the symbols “PCT,” “PCTTU” and “PCTTW,” respectively. Legacy PCT unitholders were to be issued up to 4.0 million additional shares of the Company’s common stock if certain conditions are met (“the Earnout”). The Legacy PCT unitholders were entitled to 2.0 million shares if, after 1 year after the Closing and prior to or as of the third anniversary of the Closing, the closing price of the common stock is greater than or equal to $ 18.00 over any 20 trading days within any 30 -trading day period. The Company failed to achieve this milestone by March 17, 2024, and those shares have been forfeited and can no longer be earned by the Legacy PCT unitholders. The Legacy PCT unitholders will be entitled to 2.0 million shares upon the Ironton Facility becoming operational, as certified by Leidos Engineering, LLC (“Leidos”), an independent engineering firm, in accordance with criteria established in agreements in connection with construction of the plant. Unless the context otherwise requires, “Registrant,” “PureCycle,” “Company,” “PCT,” “we,” “us,” and “our” refer to PureCycle Technologies, Inc., and its subsidiaries at and after the Closing and give effect to the Closing. “Legacy PCT,” “ROCH” and “ParentCo” refer to PureCycle Technologies LLC, ROCH and ParentCo, respectively, prior to the Closing. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that PCT will continue as a going concern; however, the conditions described below raise substantial doubt about PCT’s ability to do so, which management believes has been alleviated through its plans to mitigate these conditions and obtain additional unrestricted liquidity. The Company has sustained recurring losses and negative cash flows from operations since its inception. As reflected in the accompanying consolidated financial statements, the Company has begun limited commercial operations but does not have any significant sources of revenue. The following is a summary of the components of our current liquidity (in thousands): As of June 30, 2024 December 31, 2023 Cash and cash equivalents $ 10,895 $ 73,411 Debt securities available for sale — 48,226 Restricted cash (current and non-current) $ 12,560 $ 229,103 Working capital $ ( 15,710 ) $ 107,035 Accumulated deficit $ ( 478,059 ) $ ( 344,240 ) For the six months ended June 30, 2024 June 30, 2023 Net loss $ ( 133,819 ) $ ( 81,210 ) As of June 30, 2024, PCT had $ 10.9 million of Cash and cash equivalents, and $ 12.6 million of Restricted cash. PCT also has a $ 200.0 million revolving credit facility with Sylebra Capital (the “Revolving Credit Facility”) that is currently unused and expires on September 30, 2025 . PCT sold an immaterial amount of resin through the first six months of 2024 but has not yet reached meaningful production volumes and on-spec product. PCT has experienced intermittent mechanical challenges during the commissioning process including, but not limited to, limits in the rates at which certain contaminants can currently be removed from the purification process, as well as challenges with continuous operations of the pelletizing system for finished product. Recently, PCT has been focused on the recovery and removal of polyethylene and other solids (“co-product 2” or “CP2”), which impacts the ability to run higher volumes and produce consistent, high quality UPR resin. PCT believes it has identified multiple potential solutions that are expected to improve the ability to recover and remove CP2, as well as increase operational reliability. While these mechanical issues are not uncommon for first-of-its kind manufacturing facilities, the downtime needed to correct these issues is delaying the Ironton Facility from reaching consistent sustainable production rates. In addition to pursuing solutions for CP2 removal, the Company is also evaluating processes that blend its resin with either post-industrial recycled material or virgin polypropylene, which is expected to improve product consistency and enhance the product delivery to customers. As of June 30, 2024, and through the twelve months from the date of filing, PCT anticipates additional capital investment in the Ironton Facility of approximately $ 5.0 to $ 8.0 million. PCT also has other capital commitments of approximately $ 46.5 million related to long-lead equipment and pre-construction work for the Augusta Facility and for future Feed PreP and purification facilities, both in the U.S. and internationally. Moreover, there are interest and principal payments of at least $ 55.0 million, as well as other ongoing monthly costs associated with managing the Company and possible draws on the Revolving Credit Facility. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the consolidated financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. PCT believes that its current level of unrestricted liquidity is not sufficient to fund operations, fund outstanding commitments, and further its future growth plans. The conditions described above raise substantial doubt regarding PCT’s ability to continue as a going concern for a period of at least one year from the date of issuance of the consolidated financial statements included in this Quarterly Report on Form 10-Q. In an effort to alleviate these conditions, PCT is currently performing certain operational enhancements that are expected to correct the production issues with the Ironton Facility. Further, on March 5, 2024, PCT LLC purchased 99 % of the outstanding Bonds (as defined below). On May 7, 2024, PCT LLC executed a bond purchase agreement whereby Pure Plastic LLC ("Pure Plastic"), a Delaware limited liability company, purchased approximately $ 94.3 million in aggregate par amount of Bonds owned by PCT LLC. See Note 3 - Notes Payable and Debt Instruments for further information. The remaining purchased Bonds are held in an account with PCT LLC. PCT intends to, and has the ability to, re-market some or all of these remaining Bonds based on the need for additional liquidity. The re-marketing process may require the addition of certain covenants to enhance the marketability of the purchased Bonds. The ability to re-market the purchased Bonds with any such additional new covenants would require a further amendment to, or waiver of, provisions included within the Revolving Credit Facility. After considering management’s plans to mitigate these conditions, including operational progress and re-marketing of the Bonds, PCT believes this substantial doubt has been alleviated and it has sufficient liquidity to continue as a going concern for the next twelve months. PCT’s future capital requirements will depend on many factors, including the funding mechanism and construction schedule of the Augusta Facility and other anticipated facilities outside the United States, build-out of multiple Feed PreP facilities, funding needs to support other business opportunities, funding for general corporate purposes, and other challenges or unforeseen circumstances. As a low-revenue operating company, PCT continually reviews its cash outlays, pace of hiring, professional services and other spend, and capital commitments to proactively manage those needs in tandem with its cash balance. For future growth and investment, PCT expects to seek additional debt or equity financing from outside sources, which it may not be able to raise on terms favorable to PCT, or at all. If PCT is unable to raise additional debt or sell additional equity when desired, or if PCT is unable to manage its cash outflows, PCT’s business, financial condition, and results of operations would be adversely affected. In addition, any financing arrangement may have potentially adverse effects on PCT and/or its stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting PCT’s operating flexibility. If PCT consummates an equity financing to raise additional funds, the percentage ownership of its existing stockholders will be reduced, and the new equity securities may have rights, preferences or privileges senior to those of the current holders of PCT’s common stock. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated interim financial statements include the accounts of the Company. The condensed consolidated interim financial statements are presented in U.S. Dollars. Certain information in footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with the rules and regulations of the SEC and accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany balances and transactions were eliminated upon consolidation. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2024. The accompanying condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company's 2023 Annual Report on Form 10-K for the year ended December 31, 2023. Interim results are not necessarily indicative of the results that may be expected for a full year. Reclassifications Certain amounts in prior periods have been reclassified to conform with the report classifications of the three and six months ended June 30, 2024 and 2023. Specifically, the Company reclassified certain expenses between Operating costs, Research and development, and Selling, general, and administrative to more accurately reflect the activities of the business. Total operating costs and expenses did not change for prior years. Immaterial Corrections Related to Prior Periods We have identified an immaterial correction to certain 2023 quarters related to depreciation expense associated with the Ironton Facility assets (Machinery and equipment) placed in service during the period presented herein. We evaluated the effect of this correction on the interim condensed consolidated financial statements for the three and six months ended June 30, 2024 and 2023 in accordance with the guidance in ASC 250, Accounting Changes and Error Corrections, ASC 250-10-S99- 1, Assessing Materiality, and ASC 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. We have concluded that the 2023 prior periods are not materially misstated. Accordingly, we have reflected the 2023 prior period impacts and associated revisions for these periods presented herein. The revision increased property, plant and equipment, net and decreased depreciation expense by $ 1.2 million for the three and six months ended June 30, 2023 and increased basic and diluted EPS by $ 0.01 and $ 0.01 , respectively, for the three and six months ended June 30, 2023 compared to what was presented in previous quarterly filings. Restricted Cash Cash pledged as collateral for future capital purchases and leased properties is deemed restricted and included within restricted cash. Restricted cash that is expected to be spent or released from restriction within twelve months is classified as current on the consolidated balance sheet. Restricted cash that is expected to be spent or released from restriction after twelve months is classified as noncurrent on the consolidated balance sheet. Inventory Production inventories are valued at the lower of cost or net realizable value and include raw materials, work-in-process, and finished goods inventory. The Company’s inventories are valued under the average cost method. As the Company has not generated material sales and is in the early stages of operations, net realizable value is being estimated based on anticipated selling prices, and the Company has not yet begun applying full absorption costing. The Company records spare parts for plant maintenance as a current asset and expenses them when utilized. The Company has recorded $ 2.5 million and $ 1.6 million for spare parts inventory within Prepaid expenses and other current assets in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively. Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures. The updated standard is effective for our annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for our annual periods beginning in fiscal year 2024 and interim periods beginning in the first quarter of fiscal year 2025. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. |
NOTES PAYABLE AND DEBT INSTRUME
NOTES PAYABLE AND DEBT INSTRUMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND DEBT INSTRUMENTS | NOTE 3 – NOTES PAYABLE AND DEBT INSTRUMENTS The Company’s debt balances, including related party debt, consist of the following at June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Green Convertible Notes, interest at 7.25 % due semiannually; balance due at maturity in August 2030 $ 250,000 $ 250,000 CSC Equipment Financing Payable, currently bearing interest at a monthly charge of 3.1 % of the outstanding balance financed; 36 month term expected to commence July 1, 2026 , bearing interest at 7.25 % (based on lease rate factor indexed to WSJ Prime Rate) 19,747 19,747 Revenue Bonds, interest at 7 % due semiannually; semiannual principal repayments beginning 2031 maturing 2042 2,800 249,550 Other Debt 3,932 1,762 276,479 521,059 Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt ( 25,937 ) ( 44,203 ) Less: Current portion ( 3,932 ) ( 9,148 ) Long-term debt, less current portion $ 246,610 $ 467,708 Related Party Debt Revenue Bonds due to related party, interest rates between 6.5 % and 13 % due semiannually; principal repayments vary by series and begin December 2024 fully maturing December 2042 93,835 — Pure Plastic Note Payable, interest at applicable rate plus margin, as defined ( 12.9 % and 13.0 % as of June 30, 2024 and December 31, 2023, respectively) — 43,125 Less: Original issue discount and debt issuance costs classified as a reduction to note payable ( 30,076 ) ( 3,429 ) Less: Current portion ( 1,040 ) — Related party debt $ 62,719 $ 39,696 Sylebra Line of Credit, $ 200.0 M borrowing capacity remaining, interest at applicable rate plus margin, as defined; maturing September 2025 $ — $ — Revenue Bonds On October 7, 2020, the Southern Ohio Port Authority (“SOPA”) issued certain Revenue Bonds (as defined below) pursuant to an Indenture of Trust dated as of October 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), between SOPA and UMB Bank, N.A., as Trustee (“Trustee”), and loaned the proceeds from their sale to PureCycle: Ohio LLC (“PCO”), an Ohio limited liability company and indirect wholly-owned subsidiary of the Company, pursuant to a Loan Agreement dated as of October 1, 2020, between SOPA and PCO (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) to be used to, among other things, acquire, construct and equip the Company’s first commercial-scale recycling facility in Lawrence County, Ohio, the Ironton Facility. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture. The Revenue Bonds were offered in three series, including (i) Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020A (“Series 2020A Bonds”); (ii) Subordinate Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020B (“Series 2020B Bonds”); and (iii) Subordinated Exempt Facility Revenue Bonds (PureCycle Project), Taxable Series 2020C (“Series 2020C Bonds” and, together with the Series 2020A Bonds and the Series 2020B Bonds, the “Bonds” or "Revenue Bonds"). On February 10, 2024, PCO announced that it had agreed in principle with the Holders (as defined in the Indenture) of a majority in the aggregate principal amount of the Series 2020A Bonds outstanding (the "Majority Holders") that PCO or an affiliate of PCO would purchase (“Purchase”) from Holders for cash, upon the terms and subject to the conditions to be set forth in a definitive purchase agreement, by and among PCO and any Holder of Bonds that elects to be a party to the purchase agreement (each, a “Seller” and collectively, “Sellers”), any and all Bonds held by Sellers at a purchase price equal to $ 1,050 per $ 1,000 principal amount of the Bonds purchased, which amount is calculated in part to compensate the Sellers for default interest accruing from January 2, 2023 through December 31, 2023, as well as other accrued and unpaid interest from the last interest payment to, but not including, the Closing Date (as defined below) of the Purchase as consideration for consent to the Third Supplemental Indenture, by and among SOPA, PCO, the Guarantor, PCTO Holdco LLC and the Trustee (the “Third Supplemental Indenture”), which sets forth certain proposed amendments to the Bond Documents (“Proposed Amendments”) that will eliminate a substantial portion of the covenants, Events of Default (as defined below), and other material terms and protections for the benefit of the Holders contained in the Indenture, the Loan Agreement, the Guaranty (as defined below) and other transaction documents that are permitted by the terms of the Indenture and/or the Loan Agreement to be eliminated with the consent of Majority Holders. The Purchase will occur only if Sellers include at least the Majority Holders and if Sellers consent to the Proposed Amendments. The purchase price shall not include any default or penalty interest accruing from January 1, 2024 that may otherwise be owed to Sellers, and each Seller will waive its respective right to such default or penalty interest as additional compensation for the Purchase. The Third Supplemental Indenture amended and supplemented the Indenture and certain of the other Financing Documents (as defined by the Indenture) by, among other things and without limitation, eliminating substantially all covenants and events of default contained in the Indenture ("Events of Default"), the Loan Agreement and certain of such other Financing Documents including, but not limited, to the following changes: • elimination of the Milestones and Revised Milestones; • amendments extending the Outside Completion Date to December 31, 2030; • amendments to the definition of each of “Outstanding,” “Bonds Outstanding,” and “Outstanding Bonds” in the Indenture such that any Bonds owned by or on behalf of PureCycle or an affiliate of PureCycle or the Issuer or an affiliate of the Issuer will have the same approval voting or consent rights as other Holders; • elimination of the requirement to produce sufficient annual gross revenues in order to provide a Senior Debt Service Coverage Ratio (“DSCR”) equal to at least 150 % for each fiscal year, and a ratio of at least 110 % of net income available for debt service; • elimination of certain financial prerequisites that placed limitations on the issuance of additional senior parity indebtedness, subordinate indebtedness and non-parity indebtedness; • elimination of the DSCR requirement for certain equipment liens; • elimination of delivery of interim financial statements on a quarterly basis for PCO and the Guarantor; • elimination of requirement for an unqualified opinion of the independent certified public accountant for year-end financials for PCO; • elimination of quarterly operating statements and monthly reconciliation statements; • elimination of the Operating Revenue Escrow Fund; • elimination of the restrictions on distributions by PCO on any of its membership interests, including management fees; • elimination of the requirement to disclose transactions with affiliates to the Trustee and bondholders and to seek approval of Majority Holders for affiliate transactions; • elimination of the requirement that offtake contracts provide revenues to PCO sufficient to meet a Senior Parity Coverage Requirement ratio (“SPCR”) of 125 % for any fiscal year, commencing December 31, 2023; • elimination of the requirement that feedstock supply contracts provide feedstock to PCO sufficient to permit PCO to meet a SPCR of 125 % for any fiscal year, commencing December 31, 2023; • elimination of the requirement that the Guarantor replenish the Contingency Account from the Liquidity Reserve Escrow Fund and replenish the Liquidity Reserve Escrow Fund; • amendments providing that the occurrence of an Event of Default (other than an Event of Default under the Loan Agreement, the Mortgage or the Tax Compliance Agreement, each as defined in the Indenture) will not be an Event of Default under the Indenture; • provide for a potentially earlier termination of the Guaranty and release of funds remaining in the Liquidity Reserve Escrow Fund after the Purchase; • provide for the release of funds (solely to the extent such release may be effectuated with the consent of the Majority Holders) on deposit in accounts in the Trust Estate (as defined in the Indenture) in an amount proportionate to the percentage of aggregate principal amount of Bonds that are submitted for Purchase (with such released funds being used by the Purchaser, together with other available funds of the Purchaser, to effectuate the Purchase); and • amendments to various escrow accounts and other funds managed by the Trustee and US Bank to permit the release of funds from such accounts in an amount proportionate to the percentage of aggregate principal amount of Bonds purchased by PCO or an affiliate of PCO from time to time. As of March 5, 2024, (the “Closing Date”) PCO and the Majority Holders closed on the Purchase Agreement and Consent (“Purchase Agreement”) comprising the definitive purchase agreement and, as additional consideration, the consent to the Third Supplemental Indenture, including the Proposed Amendments described therein. PureCycle Technologies LLC, an affiliate of PCO and the Guarantor under the Guaranty, will be the purchaser (“Purchaser”) of Bonds under the Purchase Agreement. The Purchase Agreement was executed by each Holder that elects to sell its Bonds to the Purchaser and by PCO and the Purchase was effective on the Closing Date. The Purchaser purchased 99 % of the outstanding Bonds with $ 74.5 million of unrestricted cash and $ 184.6 million of restricted cash. The Purchase was determined to be an extinguishment of the underlying debt obligation due to PCO being a wholly-owned subsidiary of the Purchaser. PCT intends to, and has the ability to, re-market some or all of these Bonds based on the need for additional liquidity. Of the $ 259.1 million paid for the purchase, $ 5.9 million represented payment of accrued and unpaid interest prior to the Closing Date and $ 253.2 million was allocated to the outstanding carrying value at the Closing Date of $ 232.0 million. A $ 21.2 million loss on extinguishment of the Bonds was recognized in the condensed consolidated statement of comprehensive loss for the six months ended June 30, 2024. On March 25, 2024, SOPA, as Issuer, PCO, the Guarantor, PCTO Holdco LLC, a Delaware limited liability company and affiliate of PCO (the pledgor under the Equity Pledge and Security Agreement) and the Trustee entered into the Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) which amended certain provisions of the Indenture, the Loan Agreement and that certain Amended and Restated Guaranty of Completion, entered into as of May 11, 2021, and effective as of October 7, 2020 (the “Guaranty”), by instructing the Trustee to release $ 22.1 million from the Senior Bonds Debt Service Reserve Fund and $ 3.3 million from the Repair and Replacement Fund, in each case, to PCO. In addition, the Fourth Supplemental Indenture provides that the Senior Bonds Debt Service Reserve Requirement, the Subordinate Bonds Debt Service Reserve Requirement, and the Repair and Replacement Fund Requirement shall each be reduced to $ 0 , respectively, and that certain provisions of the Indenture and/or the Loan Agreement, as applicable, relating to the funding and maintenance of the Senior Bonds Debt Service Reserve Fund, the Subordinate Bonds Debt Service Reserve Fund, and the Repair and Replacement Fund, will be suspended until the effectiveness of an amendment to the Indenture, the Loan Agreement and/or other applicable Financing Documents provides otherwise in accordance with the terms of the Indenture, the Loan Agreement and such other applicable Financing Documents. Revenue Bonds Issued to Related Party On May 7, 2024, PCT LLC and Pure Plastic executed a bond purchase agreement (as subsequently amended and restated to reflect the appropriate denomination of bonds, the “Amended and Restated Bond Purchase Agreement”), whereby Pure Plastic purchased approximately $ 94.3 million in aggregate par amount of Bonds owned by PCT LLC (the “Related Party Bonds”), including (i) a portion of the Series 2020A Bonds, (ii) all of the Series 2020B Bonds, and (iii) all of the Series 2020C Bonds, at a purchase price of $ 800 per $ 1,000 principal amount of the Related Party Bonds. Affiliates of Pure Plastic are greater than 5 % beneficial owners of the Company. On May 10, 2024, Pure Plastic executed a Payoff and Release Letter (the “Payoff and Release Letter”), which memorialized the exchange of the Company’s obligations under the $ 40 million term loan provided to the Company pursuant to the Term Loan Credit Agreement (as defined below). The Company was also required to pay a 12 % prepayment premium on the outstanding principal and interest paid in order to prepay the Term Loan Facility (the “Prepayment Premium”), plus certain expenses. The Company issued warrants (“Series B Warrants”) to Pure Plastic pursuant to the Series B Warrant Agreement to satisfy the Prepayment Premium (the “Series B Warrant Agreement”). Refer to Note 5 – Warrants for further discussion. On May 28, 2024, PCT LLC and Pure Plastic executed the First Amendment to Amended and Restated Bond Purchase Agreement (“First Amendment”) whereby Exhibit A to the Amended and Restated Bond Purchase Agreement was replaced with Exhibit A-3 to the First Amendment to facilitate the transfer by the Depository Trust Company of certain of the Related Party Bonds. The total amount of the Related Party Bonds and the cash due from Pure Plastic to PCT LLC remains the same. Except as summarized above and as set forth in the First Amendment, PCT LLC and Pure Plastic each acknowledged and reaffirmed the terms of the Amended and Restated Bond Purchase Agreement in the First Amendment. On June 14, 2024, SOPA, as Issuer, PCO, the Guarantor, PCTO Holdco LLC, a Delaware limited liability company and affiliate of PCO (the pledgor under the Equity Pledge and Security Agreement (as defined in the Fifth Supplemental Indenture)) and the Trustee entered into the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) which amended certain provisions of the Indenture including (a) redefining “Majority Holders” to be the Holders of seventy-five percent ( 75 %) in aggregate principal amount of the Senior Bonds then Outstanding, or if no Senior Bonds are then Outstanding, the Holders of seventy-five percent ( 75 %) in aggregate principal amount of Bonds then Outstanding, and (b) amending the lead paragraph of Section 10.02(a) of the Indenture by raising the threshold for consenting to and approving the execution by the Issuer and the Trustee of Supplemental Indentures from “Holders of not less than a majority in aggregate principal amount of the Outstanding Senior Bonds” to “Holders of not less than 75 % in aggregate principal amount of the Outstanding Senior Bonds” with the limited exceptions therein stated. The issuance of the Related Party Bonds and retirement of the Term Loan Facility with Pure Plastic was accounted for as a debt modification. The principal issued for the Related Party Bonds amounted to $ 94.3 million, with $ 29.8 million of discount and $ 1.5 million of issuance costs recorded as a reduction of the debt carrying value on the date of the transaction (including retention of $ 1.5 million of discount and $ 1.5 million of issuance cost remaining on the Term Loan Facility as of the transaction date, as well as discount of $ 6.8 million related to the value of the Series B Warrants issued in satisfaction of the Prepayment Premium). The carrying value of the Related Party Bonds is recorded within Related party bonds payable in the condensed consolidated balance sheet. As of June 30, 2024 , the fair value of the Related Party Bonds was $ 76.7 million. This was a level 3 measurement in the fair value hierarchy as it was derived using significant unobservable inputs. Sylebra Credit Facility On March 15, 2023, PCT entered into the $ 150.0 million Revolving Credit Facility pursuant to a credit agreement (the "Revolving Credit Agreement") dated as of March 15, 2023, with PureCycle Technologies Holdings Corp. and PCT LLC (the “Guarantors”), Sylebra Capital Partners Master Fund, LTD, Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, the “Lenders”), and Madison Pacific Trust Limited (the “Administrative Agent” and “Security Agent”). The Lenders and their affiliates are greater than 5 % beneficial owners of PCT. On March 1, 2024, PCT increased the Revolving Credit Facility from $ 150.0 million to $ 200.0 million, extended the maturity date to September 30, 2025, and obtained a carveout to permit the Company to purchase the Revenue Bonds, pursuant to an amendment to the Revolving Credit Agreement with PCT, the Guarantors, the Lenders, and the Administrative Agent and Security Agent. In conjunction with PCT LLC’s sale of approximately $ 94.3 million of Related Party Bonds, on May 10, 2024, the Company, the Guarantors, the Administrative Agent, the Security Agent and the Lenders executed a Limited Consent and Fifth Amendment to the Credit Agreement (“Limited Consent and Fifth Amendment to Credit Agreement”) to permit the Disposition of Bonds (as defined therein), as well as to provide certain administrative revisions to eliminate the Intercreditor Agreement (as defined therein) and references to the Term Loan Credit Agreement. The Pure Plastic Term Loan Facility On May 8, 2023, the Company entered into a $ 40.0 million term loan facility pursuant to the Term Loan Credit Agreement ("Term Loan Credit Agreement") dated as of May 8, 2023, among the Guarantors and Pure Plastic LLC (as Lender, Administrative Agent, and Security Agent), which matures on December 31, 2025 (the “Term Loan Facility”). The Term Loan Credit Agreement was amended on August 21, 2023. Affiliates of the Lender are greater than 5 % beneficial owners of the Company. On March 1, 2024, PCT increased the amount available to the Company under the Term Loan Credit Agreement's permitted indebtedness covenant basket for the Revolving Credit Facility from $ 150.0 million to $ 200.0 million and obtained a carve out to permit the Company to purchase the Revenue Bonds. Each of PureCycle Technologies Holdings Corp. and PCT LLC are subsidiaries of the Company. On May 10, 2024, Pure Plastic executed the Payoff and Release Letter, which memorialized the exchange of the Company’s obligations under the Term Loan Credit Agreement. Refer to "Revenue Bonds Issued to Related Party" section above for further discussion. Green Convertible Notes On August 21, 2023, the Company priced its private offering of $ 215.0 million in aggregate principal amount of 7.25 % Green Convertible Senior Notes due 2030 (the “Initial Notes”). On August 22, 2023, the initial purchaser in such offering exercised its option to purchase an additional $ 35.0 million in aggregate principal amount of the 7.25 % Green Convertible Senior Notes due 2030 (together with the “Initial Notes”, the “Notes”), bringing the total aggregate principal amount of the Notes to $ 250.0 million. Entities affiliated with a greater than 5 % beneficial owner of the Company purchased $ 50.0 million aggregate principal amount at maturity of the Notes. As of June 30, 2024 , the fair value of the Green Convertible Notes was $ 150.4 million. This was a level 2 measurement in the fair value hierarchy as it was derived primarily using observable inputs for similar instruments. Principal repayments due on Long-term debt and Related party note payable over the next five years are as follows (in thousands): Years ending December 31, Long-term debt Related party debt 2024 (July through December) $ 1,905 $ 505 2025 240 10,355 2026 3,001 7,570 2027 6,338 25,105 2028 6,813 7,710 2029 3,595 8,220 Thereafter 252,800 34,370 $ 274,692 $ 93,835 Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt ( 25,937 ) ( 30,076 ) Less: Current Portion ( 2,145 ) ( 1,040 ) Total $ 246,610 $ 62,719 |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 4 - EQUITY-BASED COMPENSATION 2021 Equity Incentive Plan On March 17, 2021, our stockholders approved the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan (the “Plan”). The Plan provides for the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance units, dividend equivalents, and certain other awards. In general, the amount of shares issuable under the Plan will be automatically increased on the first day of each fiscal year, beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 3 % of the shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year, and (b) such smaller number of shares as determined by the Board of Directors (the “Board”) of the Company. As of June 30, 2024, approximatel y 21.9 million shares of common stock are currently authorized for issuance under the Plan, of which approximately 12.5 m illion shares remain available for issuance under the Plan (assuming maximum performance with respect to the performance goals applicable to the issued Plan awards). Restricted Stock Agreements RSUs issued pursuant to the Plan are time-based and vest over the period defined in each individual grant agreement or upon a change of control event as defined in the Plan. The Company recognizes compensation expense for the shares equal to the fair value of the equity-based compensation awards and is recognized on a straight-line basis over the vesting period of such awards. The fair value of the awards is equal to the fair value of the Company’s common stock at the date of grant. The Company has the option to repurchase all vested shares upon a stockholder’s termination of employment or service with the Company. A summary of restricted stock activity for the six months ended June 30, 2024 is as follows (in thousands except per share data): Number of Weighted Weighted Non-vested at December 31, 2023 2,847 $ 9.31 2.3 Granted 1,358 5.73 Vested ( 579 ) 6.63 Forfeited ( 96 ) 6.44 Non-vested at June 30, 2024 3,530 $ 8.45 2.4 Stock Options The stock options issued pursuant to the Plan are time-based and vest over the period defined in each individual grant agreement or upon a change of control event as defined in the Plan. The Company recognizes compensation expense for the shares equal to the fair value of the equity-based compensation awards and is recognized on a straight-line basis over the vesting period of such awards. The fair value of the stock is estimated on the date of grant using the Black-Scholes option-pricing model using the following assumptions: June 30, 2024 June 30, 2023 Expected annual dividend yield 0.0 % 0.0 % Expected volatility 88.5 % 77.3 % Risk-free rate of return 4.3 % 3.5 % Expected option term (years) 6.5 6.5 The expected term of the shares granted is determined based on the period of time the shares are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the Company’s capital structure and volatility of similar entities referred to as guideline companies. The dividend yield on the Company’s shares is assumed to be zero as the Company has not historically paid dividends. The fair value of the underlying Company shares was determined using the Company’s closing stock price on the grant date. A summary of stock option activity for the six months ended June 30, 2024 is as follows (in thousands except per share data): Number of Weighted Weighted Balance, December 31, 2023 983 $ 20.17 5.4 Granted 355 5.73 10.0 Exercised ( 16 ) 5.72 — Forfeited ( 7 ) 5.72 — Balance, June 30, 2024 1,315 $ 16.53 6.1 Exercisable 613 Weighted average grant date fair values 4.45 Performance-Based Restricted Stock Agreements The shares issued pursuant to the Performance-Based Restricted Stock Agreements vest depending on if the performance obligations are met. In general, the performance-based stock units (“Performance PSUs”) will be earned based on achievement of pre-established financial and operational performance objectives and will vest on the date the attainment of such performance objectives as determined by the Compensation Committee (the “Committee”) of the Board, subject to the participant’s continued employment with the Company. The Company has also issued performance-based stock units that vest if the market price of the Company’s common stock exceeds a defined target during the performance period (“Market PSUs”, together with the Performance PSUs, the “PSUs”). The Company issued 0.4 million PSUs for the six months ended June 30, 2024. As of June 30, 2024, the performance-based provision has not been achieved for any of the outstanding performance-based awards. The Company recognizes compensation expense for the Performance PSUs equal to the fair value of the equity-based compensation awards and on a straight-line basis over the vesting period of such awards as the Company has concluded the performance condition is probable to be met. The fair value of the awards is equal to the fair value of the Company’s common stock at the date of grant. A summary of the PSU activity for the six months ended June 30, 2024 is as follows (in thousands except per share data): Number of Weighted Weighted Balance, December 31, 2023 1,246 $ 8.85 1.7 Granted 362 5.89 Vested — — Forfeited ( 210 ) 17.31 Balance, June 30, 2024 1,398 $ 6.79 1.7 Equity-based compensation cost is recorded within the selling, general and administrative expenses within the condensed consolidated statements of comprehensive loss. Equity-based compensation expense for the three and six months ended June 30, 2024 and 2023 is presented in the following table (in thousands): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Total equity-based compensation for RSUs $ 2,650 $ 3,252 $ 5,214 $ 5,284 Total equity-based compensation for PSUs 178 230 127 ( 38 ) Total equity-based compensation for stock options 244 156 413 170 $ 3,072 $ 3,638 $ 5,754 $ 5,416 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
WARRANTS | NOTE 5 - WARRANTS RTI Warrants RTI Global (“RTI”) holds warrants to purchase 971 thousand shares of PCT common stock. RTI can exercise these warrants as of March 17, 2022. The warrants expire on December 31, 2024. The Company determined the warrants are a liability classified under ASC 480. Accordingly, the warrants were held at their initial fair value and will be remeasured at fair value at each subsequent reporting date with changes in the fair value presented in the condensed consolidated statements of comprehensive loss. A summary of the RTI warrant activity for six months ended June 30, 2024 is as follows (in thousands, except per share data): Number of warrants Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding at December 31, 2023 971 $ 5.56 $ 0.03 1.0 Granted — — Exercised — — Outstanding at June 30, 2024 971 $ 5.56 $ 0.03 0.5 Exercisable 971 Refer to Note 9 – Fair Value of Financial Instruments for further information. Public Warrants and Private Warrants The Company has outstanding public and private warrants which entitle each holder to exercise its warrants only for a whole number of shares of common stock. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $ 11.50 per share at the later of the closing of the Business Combination or one year after ROCH’s initial public offering, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after March 17, 2021, or earlier upon redemption or liquidation. The private warrants are identical to the public warrants, except that the private warrants and the common stock issuable upon exercise of the private warrants were not transferable, assignable or salable until after March 17, 2021, subject to certain limited exceptions. Additionally, the private warrants are non-redeemable so long as they are held by the initial holder or any of its permitted transferees. If the private warrants are held by someone other than the initial holder or its permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The Company may redeem the outstanding warrants in whole, but not in part, at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20 -trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise. The public warrants are accounted for as equity classified warrants as they were determined to be indexed to the Company’s stock and meet the requirements for equity classification. The Company has classified the private warrants as a warrant liability as there is a provision within the warrant agreement that allows for private warrants to be exercised via a cashless exercise while held by CR Financial Holdings, Inc. (the “Sponsor”) and affiliates of the Sponsor, but would not be exercisable at any time on a cashless basis if transferred and held by another investor. Therefore, the Company will classify the private warrants as a liability pursuant to ASC 815 until the private warrants are transferred from the initial purchasers or any of their permitted transferees. There were approximat ely 5.7 million public warrants and 0.2 m illion private placement warrants outstanding at June 30, 2024 and 2023. Refer to Note 9 - Fair Value of Financial Instruments for further information. Series A Warrants On March 7, 2022, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “2022 PIPE Investors”), pursuant to which the Company agreed to sell to the Investors, in a private placement, shares of the Company’s common stock, par value $ 0.001 per share, and Series A warrants to purchase shares of common stock (the “Series A Warrants”) at a price of $ 7.00 per share of common stock and one-half (1/2) of one Series A Warrant (the “2022 PIPE Offering”). On March 17, 2022, the Company closed the 2022 PIPE Offering and issued to the 2022 PIPE Investors an aggregate of 35,714,272 shares of common stock and Series A Warrants to purchase an aggregate of 17,857,136 shares of common stock. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $ 11.50 per share any time after September 17, 2022 (the “Initial Exercise Date”), provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. The warrants will expire on March 17, 2026. The Company may redeem the outstanding Series A Warrants in whole, but not in part, at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20 -trading days within a 30 -trading day period commencing after the Series A Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Series A Warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise. The agreements governing the Series A Warrants (the “Series A Warrant Agreements”) provide for a Black-Scholes value calculation (“Black-Scholes Value”) in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100 % or greater. The Company has determined this provision introduces leverage to the holders of the Series A Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, the Company will classify the Series A Warrants as a liability pursuant to ASC 815. As of June 30, 2024, there were approximately 17.9 million Series A Warrants outstanding. Refer to Note 9 – Fair Value of Financial Instruments for further information. Series B Warrants On May 10, 2024, pursuant to the Series B Warrant Agreement, the Company issued Series B Warrants to Pure Plastic to purchase an aggregate of 3,064,081 shares of common stock. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $ 11.50 per share any time after November 6, 2024 (the “Series B Initial Exercise Date”), provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. The warrants will expire on December 1, 2030. At any time following January 1, 2028, the Company may redeem the outstanding Series B Warrants in whole, but not in part, at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20 -trading days within a 30 -trading day period commencing after the Series B Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Series B Warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise. The Series B Warrant Agreement provides for a Black-Scholes Value in the event of Fundamental Transactions, which includes a floor on volatility utilized in the value calculation at 100 % or greater. The Company has determined this provision introduces leverage to the holders of the Series B Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, the Company will classify the Series B Warrants as a liability pursuant to ASC 815. As of June 30, 2024 , there were approximately 3.1 million Series B Warrants outstanding. Refer to Note 9 – Fair Value of Financial Instruments for further information. Warrant expense (benefit) recognized for each period is presented in the following table (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 RTI warrants $ ( 757 ) $ 2,621 $ 340 $ 2,563 Private placement warrants ( 80 ) 299 88 371 Series A warrants ( 4,822 ) 23,393 7,857 28,214 Series B warrants 1,348 — 1,348 — Change in fair value of warrants $ ( 4,311 ) $ 26,313 $ 9,633 $ 31,148 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 6 – NET LOSS PER SHARE The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common and participating securities based on their respective rights if the participating security contractually participates in losses. As holders of participating securities do not have a contractual obligation to fund losses, undistributed net losses are not allocated to nonvested restricted stock for purposes of the loss per share calculation. Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (“EPS”) calculations for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator : Net loss attributable to common shareholders $ ( 48,212 ) $ ( 55,368 ) $ ( 133,819 ) $ ( 81,210 ) Denominator : Weighted average common shares outstanding, basic and diluted 164,691 163,739 164,524 163,664 Net loss per share attributable to common stockholder, basic and diluted $ ( 0.29 ) $ ( 0.34 ) $ ( 0.81 ) $ ( 0.50 ) Certain outstanding common share equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented as including them would have been anti-dilutive. A summary of those outstanding common share equivalents is presented in the following table: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Anti-dilutive awards Warrants, outstanding not exercised 27,811 24,747 27,811 24,747 Stock options, outstanding not exercised 1,315 1,072 1,315 1,072 RSU, non-vested 3,505 3,489 3,505 3,489 PSU, non-vested 1,398 1,471 1,398 1,471 Contingently - issuable shares related to the earnout 2,000 4,000 2,000 4,000 Shares issuable upon conversion of Green Convertible Notes 16,869 — 16,869 — |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 7 – PROPERTY, PLANT AND EQUIPMENT Presented in the table below are the major classes of property, plant and equipment by category as of the below dates (in thousands): June 30, Cost Accumulated Net Book Building $ 81,703 $ 3,745 $ 77,958 Machinery and equipment 360,720 35,084 325,636 Leasehold Improvements 3,028 1,779 1,249 Fixtures and Furnishings 736 230 506 Land improvements 150 37 113 Land 1,150 — 1,150 Construction in process 239,399 — 239,399 Total property, plant and equipment $ 686,886 $ 40,875 $ 646,011 December 31, 2023 Cost Accumulated Net Book Building $ 81,593 $ 2,440 $ 79,153 Machinery and equipment 349,796 20,415 329,381 Leasehold Improvements 2,972 1,447 1,525 Fixtures and Furnishings 711 177 534 Land improvements 150 32 118 Land 1,150 — 1,150 Construction in process 226,885 — 226,885 Total property, plant and equipment $ 663,257 $ 24,511 $ 638,746 Depreciation expense is recorded in the condensed consolidated statements of comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Operating costs $ 6,233 $ 1,895 $ 14,555 $ 2,283 Research and development expense 765 750 1,525 1,499 Selling, general, and administrative expense 169 159 343 316 Total depreciation expense $ 7,167 $ 2,804 $ 16,423 $ 4,098 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 - INCOME TAXES The Company has determined that any net deferred tax assets are not more likely than not to be realized in the future, and a full valuation allowance is required. In addition, the Company has determined that any current forecasted operations would result in federal and state income tax losses which are also not more likely than not to be realized. As a result, for the periods ended June 30, 2024 and 2023 , the Company has reported tax expense of $ 0 and $ 0 , respectively. Management has evaluated the Company’s tax positions and has determined that the Company has taken no uncertain tax positions that require adjustment to the condensed consolidated interim financial statements for the respective periods. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 9 – FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, and fair value is determined through the use of models or other valuation methodologies Level 3 - Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. Assets and liabilities measured and recorded at Fair Value on a recurring basis As of June 30, 2024 and December 31, 2023, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows (in thousands): June 30, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 7,461 $ — $ — $ 7,461 $ 36,277 $ 35,215 $ — $ 71,492 Restricted cash equivalents - current 2,880 — — 2,880 25,692 — — 25,692 Restricted cash equivalents - noncurrent 9,680 — — 9,680 203,411 — — 203,411 Investments: Commercial paper, available for sale — — — — — 46,049 — 46,049 US Treasury Notes — — — — 2,177 — — 2,177 Total investments $ — $ — $ — $ — $ 2,177 $ 46,049 $ — $ 48,226 Liabilities Warrant liability: RTI warrants — — 1,777 1,777 — — 1,437 1,437 Private warrants — — 353 353 — — 265 265 Series A warrants — 28,214 — 28,214 — 20,357 — 20,357 Series B warrants — — 8,150 8,150 — — — — Total warrant liability $ — $ 28,214 $ 10,280 $ 38,494 $ — $ 20,357 $ 1,702 $ 22,059 For the instruments classified as level 3 (discussed further below), significant changes in any of the significant unobservable inputs in isolation would not result in a materially different fair value estimate. However, since each of instruments classified as level 3 are being valued using similar inputs, a significant change that would impact expected volatility or the market price of PCT's common stock could result in a material change to the total combined value of these instruments. An increase in one or both of these inputs would result in a higher assessed value for each instrument. Measurement of the Private Warrants The private warrants are measured at fair value on a recurring basis using a Black-Scholes model. The private warrants are classified as Level 3 and were valued using the following assumptions: June 30, 2024 December 31, 2023 Expected annual dividend yield — % — % Expected volatility 92.0 % 100.2 % Risk-free rate of return 4.8 % 4.1 % Expected option term (years) 1.7 2.2 The expected term of the warrants granted is determined based on the duration of time the warrants are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the private warrants. The dividend yield on the Company’s warrants is assumed to be zero as the Company has not historically paid dividends. The fair value of the underlying Company shares was determined using the Black-Scholes calculation. The aggregate values of the private warrants were $ 0.4 million and $ 0.3 million on June 30, 2024 and December 31, 2023, respectively. A summary of the private warrants activity from December 31, 2023 to June 30, 2024 is as follows (in thousands): Fair value Balance, December 31, 2023 $ 265 Change in fair value 88 Balance, June 30, 2024 $ 353 Refer to Note 5 – Warrants for further information. Measurement of the RTI warrants The Company has determined the RTI Warrants to be a Level 3 fair value measurement and has remeasured using a Binomial Tree option pricing model to calculate its fair value using the following assumptions: June 30, 2024 December 31, 2023 Expected annual dividend yield — % — % Expected volatility 99.9 % 118.1 % Risk-free rate of return 5.3 % 4.7 % Expected option term (years) 0.5 1.0 The expected term of the warrants granted is determined based on the duration of time the warrants are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is calculated based on the specific volatility of PCT’s publicly-traded common stock. In determining similar entities, the Company considered industry, stage of life cycle, size and financial leverage. The dividend yield on the Company’s warrants is assumed to be zero as the Company has not historically paid dividends. The fair value of the underlying Company shares was determined using the Binomial Tree model calculation. The Company has an option to repurchase the warrants at any time. The maximum fair value of the warrants is limited by the fair value of the repurchase option, which cannot exceed $ 15.0 million. Changes in Level 3 liabilities measured at fair value from December 31, 2023 to June 30, 2024 are as follows (in thousands): Fair value Balance, December 31, 2023 $ 1,437 Change in fair value 340 Balance, June 30, 2024 $ 1,777 Measurement of the Series A Warrants The Series A Warrants meet the definition of derivative instruments and are measured at fair value on a recurring basis using the market price of the Company’s publicly traded warrants, with changes in fair value recorded in current earnings. The Company has determined the publicly traded warrants to be an appropriate proxy to value the Series A Warrants as both warrants have similar redemption features and the same exercise price. The Series A Warrants are classified as Level 2 for both initial measurement at issuance and subsequent measurement each period. Measurement of the Series B Warrants The Series B Warrants meet the definition of derivative instruments and are measured at fair value on a recurring basis. T he Company has determined the Series B Warrants to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions: June 30, 2024 May 10, 2024 Expected annual dividend yield — % — % Expected volatility 92.0 % 99.3 % Risk-free rate of return 4.3 % 4.5 % Expected option term (years) 6.4 6.6 The expected term of the warrants granted is determined based on the duration of time the warrants are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the valuation date. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the Series B Warrants. The dividend yield on the Company’s warrants is assumed to be zero as the Company has not historically paid dividends. The fair value of the underlying Company shares was determined using the Monte Carlo simulation. Changes in Level 3 liabilities measured at fair value from May 10, 2024 to June 30, 2024 are as follows (in thousands): Fair value Balance, May 10, 2024 (Initial recognition date) $ 6,802 Change in fair value 1,348 Balance, June 30, 2024 $ 8,150 Assets and liabilities recorded at carrying value In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to fair value measurements. The Company records cash and accounts payable at cost, which approximates fair value due to their short-term nature or stated rates. The Company records debt at cost. |
AVAILABLE-FOR-SALE INVESTMENTS
AVAILABLE-FOR-SALE INVESTMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
AVAILABLE-FOR-SALE INVESTMENTS | NOTE 10 - AVAILABLE-FOR-SALE INVESTMENTS The Company classifies its investments in debt securities as available-for-sale. Debt securities have been historically comprised of highly liquid investments with minimum “A” rated securities. The debt securities have historically been reported at fair value with unrealized gains or losses recorded in accumulated other comprehensive income in the condensed consolidated balance sheets. Refer to Note 9 – Fair Value of Financial Instruments for information related to the fair value measurements and valuation methods utilized. The Company did not hold any available-for-sale investments as of June 30, 2024. The following table represents the Company’s available-for-sale investments by major security type as of December 31, 2023 (in thousands): December 31, 2023 Amortized Gross Gross Total Commercial Paper $ 46,069 $ — $ ( 20 ) $ 46,049 Corporate Bonds 2,175 2 — 2,177 Municipal Bonds — — — — Total $ 48,244 $ 2 $ ( 20 ) $ 48,226 The following table represents the Company’s available-for-sale investments by contractual maturity as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Amortized Fair Value Amortized Fair Value Due within one year $ — $ — $ 48,244 $ 48,226 Due after one year through five years — — — — Total $ — $ — $ 48,244 $ 48,226 The Company reviews available-for-sale investments for other-than-temporary impairment loss periodically. The Company considers factors such as the duration, severity and the reason for the decline in value, the potential recovery period and our intent to sell. For debt securities, we also consider whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis and (ii) the amortized cost basis cannot be recovered as a result of credit losses. During the six months ended June 30, 2024 and 2023 , the Company did no t recognize any other-than-temporary impairment losses. All marketable securities with unrealized losses have been in a loss position for less than twelve months, and the Company does not anticipate any material losses upon maturity of these investments. The fair value for fixed-rate debt securities is based on quoted market prices for the same or similar debt instruments and is classified as Level 2. The fair value for the Company's other securities holdings, primarily under commercial paper, equals the carrying value and is classified as Level 2. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - COMMITMENTS AND CONTINGENCIES Financial Assurance On March 14, 2024, PCT renewed a surety bond in the amount of $ 25.0 million to provide financial assurance related to its performance under a certain vendor contract, which expires at the earlier of satisfaction of the obligation, termination of the related vendor contract, or one year from issuance (subject to renewal within one year ). Effective July 1, 2024, the amount was increased from $ 25.0 million to $ 45.9 million. These financial instruments are issued in the normal course of business and are not considered company indebtedness. Because PCT currently has no liability for these financial assurance instruments, they are not reflected in its consolidated balance sheets. Legal Proceedings PCT is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such losses is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. Other than as described below, there is no material pending or threatened litigation against PCT that remains outstanding as of June 30, 2024. Shareholder Securities Litigation Beginning on or about May 11, 2021, two putative class action complaints were filed against PCT, certain senior members of management and others, asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act. The complaints generally allege that the applicable defendants made false and/or misleading statements in press releases and public filings regarding the Technology, PCT’s business and PCT’s prospects. The first putative class action complaint was filed in the U.S. District Court for the Middle District of Florida by William C. Theodore against PCT and certain senior members of management (the “Initial Theodore Lawsuit”). The second putative class action complaint was filed in the U.S. District Court for the Middle District of Florida by David Tennenbaum against PCT, certain senior members of management and others (the “Tennenbaum Lawsuit”). On July 14, 2021, the court granted a motion to consolidate the Initial Theodore and Tennenbaum Lawsuits (consolidated as the “Consolidated Theodore Lawsuit”) and on July 27, 2021, Tennenbaum filed a motion to voluntarily dismiss his complaint without prejudice. On August 5, 2021, the Court entered an order appointing Mariusz Ciecko and Robert Ciecko as Co-Lead Plaintiffs (“Lead Plaintiffs”) and Pomerantz LLP as Lead Counsel. On April 2, 2024, the Company reached a tentative settlement of the Consolidated Theodore Lawsuit (the “Securities Settlement”), which was memorialized in a Stipulation of Settlement dated May 6, 2024. Under the terms of the Securities Settlement, all known and unknown claims shall be settled for $ 12 million in exchange for a complete release of the Company and the individually named defendants in each of the referenced matters. The Securities Settlement shall be funded by the remainder of the Company’s self-insured retention under its directors and officers liability insurance policies applicable to the claims (“D&O Insurance”) and contributions by various carriers comprising part of the D&O Insurance tower available to the Company and defendants. The Securities Settlement is subject to court approval. On September 29, 2023, Jay Southgate, a purported shareholder, filed a complaint in the U.S. District Court for the Southern District of New York against PCT, and certain senior members of management (“Individual Southgate Defendants”), asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act (the "Southgate Lawsuit"). The complaints generally allege that the applicable defendants made false and/or misleading statements in press releases and public filings between August 8, 2023 and September 13, 2023, regarding the status of commissioning activities at the Ironton Facility, and specifically the impact of a power outage at the Ironton Facility in August 2023 and subsequent seal system failure in September 2023. Purported shareholders filed motions to be appointed lead plaintiff in the action, and on February 20, 2024, the Court appointed James Smith as Lead Plaintiff and Glancy Prongay & Murray LLP as Lead Counsel. On April 5, 2024, plaintiffs in the Southgate matter filed an amended complaint (“Amended Southgate Complaint”), in which the plaintiffs allege the Company and the Individual Southgate Defendants violated Section 10(b) and Section 20(a) of the Exchange Act. The Amended Southgate Complaint alleges that beginning in April 2023 through December 2023, the Company and the Individual Southgate Defendants made misleading and inaccurate statements and omissions regarding the operations at the Ironton Facility, PCT’s ability to meet certain milestones and alleged issues with certain third-party contractors. On May 6, 2024, the Company and the Individual Southgate Defendants filed a motion to dismiss the Southgate complaint. On June 5, 2024, plaintiffs filed their brief in opposition to the Company and Individual Southgate Defendants motion to dismiss. On June 5, 2024, the Company and the Individual Southgate PCT Defendants filed a reply to the plaintiffs' brief. PCT, the PCT Defendants and the Individual Southgate Defendants intend to vigorously defend against the Amended Southgate Complaint. Given the stage of the litigation, PCT cannot reasonably estimate at this time whether there will be any loss, or if there is a loss, the possible range of loss, that may arise from the Southgate Lawsuit. Han, Ayers, and Brunson Derivative Litigation On November 3, 2021, Byung-Gook Han, a purported PCT shareholder, derivatively and purportedly on behalf of PCT, filed a shareholder derivative action in the United States District Court for the District of Delaware (Byung-Gook Han v. Otworth et. al., Case No. 1:21-cv-01569-UNA) against certain senior members of PCT’s management, PCT’s directors and Byron Roth, who was subsequently dismissed (collectively, the “Individual Han Defendants”), alleging violations of Section 20(a) of the Exchange Act and breaches of fiduciary duties and bringing claims for unjust enrichment and waste of corporate assets (“Han Derivative Lawsuit"). On January 19, 2022, the court granted the parties’ joint stipulation to stay the Han Derivative Lawsuit and administratively closed the matter pending the disposition of the motions to dismiss the Consolidated Theodore Lawsuit. On January 27, 2022, Patrick Ayers, a purported PCT shareholder, derivatively and purportedly on behalf of PCT, filed a shareholder derivative action in the United States District Court of the District of Delaware, captioned Patrick Ayers v. Otworth et. al., Case No. 1:22-cv-00110, against certain members of PCT’s management, PCT’s directors and others (collectively, the “Individual Ayers Defendants”), alleging violations of Section 20(a) of the Exchange Act and breaches of fiduciary duties, as well as claims for unjust enrichment, gross mismanagement, contribution, and indemnification (“Ayers Derivative Lawsuit"). On March 17, 2022, the court granted the parties’ joint stipulation to stay the Ayers Derivative Lawsuit and administratively closed the matter pending the disposition of the motions to dismiss the Consolidated Theodore Lawsuit. After the court in the Consolidated Theodore Lawsuit ruled on the second motion to dismiss, the stay in the derivative actions was lifted. Ayers and Han (collectively the “Derivative Plaintiffs”), PCT and the Individual Ayers and Han Defendants (collectively, the “Individual Derivative Defendants”) filed a joint stipulation to consolidate the related derivative actions on June 26, 2023. The court granted the motion to consolidate the derivative actions on June 27, 2023, and ordered the Consolidated Derivative Action to be captioned In re: PureCycle Technologies, Inc. Derivative Litigation, Lead Case No. 21-1569-RGA (D. Del.) (“Consolidated Derivative Litigation”). In light of the Motion for Reconsideration in the Consolidated Theodore Lawsuit, the Derivative Plaintiffs, PCT, and Individual Derivative Defendants filed a joint stipulation to continue the stay of the Consolidated Derivative Litigation until thirty days after the court in the Class Action rules on the Motion for Reconsideration. The Motion for Reconsideration in the Consolidated Theodore Lawsuit remains pending. On February 23, 2024, Ayers filed an amended derivative complaint under seal. The Consolidated Amended Derivative Complaint generally alleges that the Individual Derivative Defendants made materially false and misleading statements and omissions in press releases, webinars and other public filings regarding PCT’s business, the technology, PCT’s prospects, the background and experience of the Individual Derivative Defendants, PCT’s internal controls, and various production issues and delays. The Consolidated Amended Derivative Complaint seeks unspecified monetary damages, reform of the corporate governance and internal procedures, unspecified restitution from the Individual Han Defendants, and costs and fees associated with bringing the action. At this stage of the litigation, neither PCT nor the Individual Ayers Defendants have answered the Consolidated Amended Derivative Complaint, moved to dismiss the complaint, or otherwise responded to the complaint. On March 29, 2024, John Brunson, a purported PCT shareholder, and on behalf of whom the February 2023 Delaware 220 demand referenced below was issued to the Company, derivatively and purportedly on behalf of PCT, filed a shareholder derivative action under seal in the Court of Chancery in the State of Delaware, captioned John Brunson v. Otworth et. al., against certain members of PCT’s management, PCT’s directors and others (collectively, the “Individual Brunson Defendants”), alleging breaches of fiduciary duties, aiding and abetting breaches of fiduciary duty, corporate waste, and unjust enrichment (“Brunson Derivative Lawsuit"). The Brunson Derivative Lawsuit generally contains similar allegations as contained in Consolidated Derivative Amended Derivative Complaint, as well as allegations regarding undisclosed operational risks, production issues and delays, persistent failure to remediate known material deficiencies, including inadequate staffing, lack of segregation of duties, unfamiliarity with financial reporting requirements, and lack of accounting resources, leading to revisions of prior financial statements. The Brunson Derivative Lawsuit also references two reports by Bleeker Street Research in November 2023 which alleged that the Company had misled investors about the launch of the Ironton Facility, and would not meet its production targets. Plaintiffs also point to and discuss the Theodore Securities Class Action and the Southgate Amended Complaint and allege that PCT is exposed to liability in those cases. The Brunson Derivative Lawsuit seeks unspecified monetary damages, declaratory relief, unspecified disgorgement and restitution from the Individual Brunson Defendants, and costs and fees associated with bringing the action. On May 7, 2024, the Company entered into a memorandum of understanding agreement to settle the Ayers Derivative Lawsuit, the Brunson Derivative Lawsuit and certain shareholder demand letters described below under the heading Other Matters (the “Settling Demand Letters”), including demands under Delaware Code Section 220 and/or investigation demands (the “Derivative Settlement”). On July 17, 2024, the parties executed a Stipulation of Settlement. Under the proposed terms of the Stipulation in the Derivative Settlement, all claims shall be settled in exchange for certain corporate therapeutics and a monetary component of $ 3 million, out of which plaintiffs’ counsel intend to seek up to $ 1.75 million in attorneys’ fees (as approved by the Court), in exchange for a complete release of all claims, known or unknown, that have been or could have been asserted in the Ayers Derivative Lawsuit, the Brunson Lawsuit, the Settling Demand Letters, or in any other forum by any current PureCycle stockholders derivatively on behalf of PureCycle. Carriers comprising part of the D&O insurance tower will contribute $ 3 million of applicable policy limits to fund the monetary component of the Derivative Settlement. The Derivative Settlement, including the amount of attorneys’ fees awarded, is subject to final documentation and court approval. In the future, PCT may become party to additional legal matters and claims arising in the ordinary course of business. While PCT is unable to predict the outcome of the above or future matters, it does not believe, based upon currently available facts, that the ultimate resolution of any such pending matters will have a material adverse effect on its overall financial position, results of operations, or cash flows. Denham-Blythe Arbitration On October 7, 2020, PCO, a subsidiary of PCT and Denham-Blythe Company, Inc. (“DB”) executed an Engineering, Procurement, and Construction Agreement for certain construction activities associated with the Ironton Facility (“EPC Contract”). On June 16, 2023, following unsuccessful efforts at mediating various disputes over certain unapproved change orders and payment applications, DB filed a demand for binding arbitration (“Arbitration Demand”) with the American Arbitration Association (“AAA”), seeking approximately $ 17.0 million related to certain fee applications, change orders and amounts currently held in retainage by PCO, and, on June 21, 2023, filed a mechanics lien in Lawrence County, Ohio for the same sum. On July 20, 2023, PCO filed its Answer and Counterclaim, in which PCO contends that various deficiencies in DB’s work resulted in damages to PCO in excess of DB’s $ 17.0 million Arbitration Demand, including, but not limited to, the following: DB’s insufficient and incomplete engineering drawings and packages, insufficient and unorganized material management, insufficient and inefficient contractor management, insufficient and rudimentary schedule management, incomplete and inefficient procurement procedures, and that the Company was required to undertake significant re-work at additional cost resulting from DB’s failure to adequately perform its obligations under the EPC Contract. On September 14, 2023, DB filed a motion with the AAA seeking to join ThermalTech Engineering, Inc., and ThermalTech Turnkey Solutions LLC, a subcontractor engaged by DB to provide engineering services for the Ironton Project. PCO and ThermalTech Engineering, Inc. have objected to the joinder and the matter remains pending. On August 30, 2023, DB filed a breach of contract claim against PCO and others in Lawrence County Ohio, alleging the same facts contained in its arbitration demand, as well as an action to foreclose on a lien filed in Lawrence County, Ohio. Concurrently DB requested the complaint be stayed pending the resolution of all issues in the arbitration. On December 12, 2023, defendant UMB Bank, N.A. (“UMB”) filed an Answer and Counterclaim against DB. On January 9, 2024, the Lawrence County Court granted DB’s request for a stay of the lawsuit pending the resolution of the arbitration proceeding. On March 8, 2024, ISC Constructors, a DB subcontractor, filed an action in equity for unjust enrichment against PCO in Lawrence Co. Ohio Case # 240C000171. The lawsuit alleges $ 526,007.48 in unpaid invoices and retainage. An arbitration claim for breach of contract, for the same amount, was filed by ISC Constructors in the AAA against DB. That arbitration action has been consolidated with the AAA arbitration between PCO and DB listed above. Recently PCO moved to stay the ISC lawsuit and consolidate it with the DB lawsuit which is currently stayed. PCO intends to vigorously defend itself against DB’s claims and to pursue recovery of damages resulting from DB’s failure to perform adequately under the EPC Contract. Given the stage of the arbitration, PCT cannot reasonably estimate at this time whether there will be any loss, or if there is a loss, the possible range of loss, that may result from the Arbitration Demand. Other Matters On February 3, 2023, the Company received a books and records demand pursuant to Section 220 of the Delaware General Corporation Law, from a purported stockholder of the Company, in connection with the stockholder’s investigation of, among other matters, potential breaches of fiduciary duty, mismanagement, self-dealing, corporate waste or other violations of law by the Company’s Board with respect to these matters. On October 6, 2023 and October 27, 2023, the Company received two additional books and records demands pursuant to Section 220 of the Delaware General Corporation Law, from two purported stockholders of the Company, in connection with the stockholders’ investigation of, among other matters, potential breaches of fiduciary duty, mismanagement, self-dealing, corporate waste or other violations of law by the Company’s Board with respect to these matters. On February 5, 2024, and February 23, 2024, the Company received two additional demand letters demanding that the Company initiate legal action against its officers, directors, or members of senior management for their alleged breach of fiduciary duties and take remedial measures for damages from alleged unjust enrichment and corporate waste. Collectively, the February 3, 2023, October 6, 2023, October 27, 2023, February 5, 2024, and February 23, 2024 demand letters shall be referred to as the “Demand Letters”. The claims asserted in the Demand Letters are included as part of the Derivative Settlement. On April 25, 2024, the Company received a litigation demand letter from a purported shareholder, Selim Piot, requesting that the Board take action against certain officers and directors. On May 6, 2024, Mr. Piot served a books and records demand and initiated a derivative action in the Chancery Court of Delaware captioned Piot v. Bouck, et al., No. 2024-0475-NAC (Del. Ch.). On May 21, 2024, Mr. Piot served another books and records demand. The claims asserted in Mr. Piot’s demand letters and derivative action are substantially similar to those asserted in the Ayers and Brunson Derivative Lawsuits and the Demand Letters. We are currently unable to predict the outcome of this matter. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
LEASES | NOTE 12 - LEASES On May 14, 2024, the Company sublet the leased space that previously housed its corporate headquarters in Orlando, FL and will have no further involvement in that property. The Company recognized a $ 0.8 million impairment on the related right-of-use asset for the three and six months ended June 30, 2024, which is recorded in other expense in the condensed consolidated statements of comprehensive loss. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS In connection with the preparation of the condensed consolidated interim financial statements for the period ended June 30, 2024, management has evaluated events through August 8, 2024 to determine whether any events required recognition or disclosure in the condensed consolidated interim financial statements. The following subsequent events were identified through the date of these condensed consolidated interim financial statements: On July 12, 2024, PCT entered into an equipment financing arrangement with Varilease Finance, Inc. ("VFI") pursuant to a master lease agreement dated June 24, 2024, and received progress funding of $ 6.5 million on July 19, 2024. PCT anticipates an additional $ 3.8 million to be funded under this arrangement, pending completion of certain requirements. The Company will begin making accumulated rent payments on September 1, 2024, until the related equipment is placed in service, at which point the 24-month rental term will commence. On August 7, 2024 , PCT LLC, Pure Plastic, and several other parties reached agreement on terms whereby certain purchasers would purchase approximately $ 22.5 million in aggregate par amount of Series A Bonds owned by PCT LLC at a purchase price of $ 800 per $ 1,000 principal amount (the “August Purchased Bonds”) under a Bond Purchase Agreement. The purchase of the August Purchased Bonds is expected to be completed and funds received by PCT LLC on or about August 9, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated interim financial statements include the accounts of the Company. The condensed consolidated interim financial statements are presented in U.S. Dollars. Certain information in footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with the rules and regulations of the SEC and accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany balances and transactions were eliminated upon consolidation. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2024. The accompanying condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Company's 2023 Annual Report on Form 10-K for the year ended December 31, 2023. Interim results are not necessarily indicative of the results that may be expected for a full year. |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform with the report classifications of the three and six months ended June 30, 2024 and 2023. Specifically, the Company reclassified certain expenses between Operating costs, Research and development, and Selling, general, and administrative to more accurately reflect the activities of the business. Total operating costs and expenses did not change for prior years. Immaterial Corrections Related to Prior Periods We have identified an immaterial correction to certain 2023 quarters related to depreciation expense associated with the Ironton Facility assets (Machinery and equipment) placed in service during the period presented herein. We evaluated the effect of this correction on the interim condensed consolidated financial statements for the three and six months ended June 30, 2024 and 2023 in accordance with the guidance in ASC 250, Accounting Changes and Error Corrections, ASC 250-10-S99- 1, Assessing Materiality, and ASC 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. We have concluded that the 2023 prior periods are not materially misstated. Accordingly, we have reflected the 2023 prior period impacts and associated revisions for these periods presented herein. The revision increased property, plant and equipment, net and decreased depreciation expense by $ 1.2 million for the three and six months ended June 30, 2023 and increased basic and diluted EPS by $ 0.01 and $ 0.01 , respectively, for the three and six months ended June 30, 2023 compared to what was presented in previous quarterly filings. |
Restricted Cash | Restricted Cash Cash pledged as collateral for future capital purchases and leased properties is deemed restricted and included within restricted cash. Restricted cash that is expected to be spent or released from restriction within twelve months is classified as current on the consolidated balance sheet. Restricted cash that is expected to be spent or released from restriction after twelve months is classified as noncurrent on the consolidated balance sheet. |
Inventory | Inventory Production inventories are valued at the lower of cost or net realizable value and include raw materials, work-in-process, and finished goods inventory. The Company’s inventories are valued under the average cost method. As the Company has not generated material sales and is in the early stages of operations, net realizable value is being estimated based on anticipated selling prices, and the Company has not yet begun applying full absorption costing. The Company records spare parts for plant maintenance as a current asset and expenses them when utilized. The Company has recorded $ 2.5 million and $ 1.6 million for spare parts inventory within Prepaid expenses and other current assets in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures. The updated standard is effective for our annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for our annual periods beginning in fiscal year 2024 and interim periods beginning in the first quarter of fiscal year 2025. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. |
ORGANIZATION (Tables)
ORGANIZATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Current Liquidity | The following is a summary of the components of our current liquidity (in thousands): As of June 30, 2024 December 31, 2023 Cash and cash equivalents $ 10,895 $ 73,411 Debt securities available for sale — 48,226 Restricted cash (current and non-current) $ 12,560 $ 229,103 Working capital $ ( 15,710 ) $ 107,035 Accumulated deficit $ ( 478,059 ) $ ( 344,240 ) For the six months ended June 30, 2024 June 30, 2023 Net loss $ ( 133,819 ) $ ( 81,210 ) |
NOTES PAYABLE AND DEBT INSTRU_2
NOTES PAYABLE AND DEBT INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt balances, including related party debt, consist of the following at June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Green Convertible Notes, interest at 7.25 % due semiannually; balance due at maturity in August 2030 $ 250,000 $ 250,000 CSC Equipment Financing Payable, currently bearing interest at a monthly charge of 3.1 % of the outstanding balance financed; 36 month term expected to commence July 1, 2026 , bearing interest at 7.25 % (based on lease rate factor indexed to WSJ Prime Rate) 19,747 19,747 Revenue Bonds, interest at 7 % due semiannually; semiannual principal repayments beginning 2031 maturing 2042 2,800 249,550 Other Debt 3,932 1,762 276,479 521,059 Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt ( 25,937 ) ( 44,203 ) Less: Current portion ( 3,932 ) ( 9,148 ) Long-term debt, less current portion $ 246,610 $ 467,708 Related Party Debt Revenue Bonds due to related party, interest rates between 6.5 % and 13 % due semiannually; principal repayments vary by series and begin December 2024 fully maturing December 2042 93,835 — Pure Plastic Note Payable, interest at applicable rate plus margin, as defined ( 12.9 % and 13.0 % as of June 30, 2024 and December 31, 2023, respectively) — 43,125 Less: Original issue discount and debt issuance costs classified as a reduction to note payable ( 30,076 ) ( 3,429 ) Less: Current portion ( 1,040 ) — Related party debt $ 62,719 $ 39,696 Sylebra Line of Credit, $ 200.0 M borrowing capacity remaining, interest at applicable rate plus margin, as defined; maturing September 2025 $ — $ — |
Schedule of Principals Repayments Due on Long-term Debt | Principal repayments due on Long-term debt and Related party note payable over the next five years are as follows (in thousands): Years ending December 31, Long-term debt Related party debt 2024 (July through December) $ 1,905 $ 505 2025 240 10,355 2026 3,001 7,570 2027 6,338 25,105 2028 6,813 7,710 2029 3,595 8,220 Thereafter 252,800 34,370 $ 274,692 $ 93,835 Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt ( 25,937 ) ( 30,076 ) Less: Current Portion ( 2,145 ) ( 1,040 ) Total $ 246,610 $ 62,719 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Activity | A summary of restricted stock activity for the six months ended June 30, 2024 is as follows (in thousands except per share data): Number of Weighted Weighted Non-vested at December 31, 2023 2,847 $ 9.31 2.3 Granted 1,358 5.73 Vested ( 579 ) 6.63 Forfeited ( 96 ) 6.44 Non-vested at June 30, 2024 3,530 $ 8.45 2.4 |
Schedule of Equity-based Compensation, Valuation Assumptions | The fair value of the stock is estimated on the date of grant using the Black-Scholes option-pricing model using the following assumptions: June 30, 2024 June 30, 2023 Expected annual dividend yield 0.0 % 0.0 % Expected volatility 88.5 % 77.3 % Risk-free rate of return 4.3 % 3.5 % Expected option term (years) 6.5 6.5 |
Schedule of Stock Option Activity | A summary of stock option activity for the six months ended June 30, 2024 is as follows (in thousands except per share data): Number of Weighted Weighted Balance, December 31, 2023 983 $ 20.17 5.4 Granted 355 5.73 10.0 Exercised ( 16 ) 5.72 — Forfeited ( 7 ) 5.72 — Balance, June 30, 2024 1,315 $ 16.53 6.1 Exercisable 613 Weighted average grant date fair values 4.45 |
Schedule of Performance-Based Restricted Stock Activity | A summary of the PSU activity for the six months ended June 30, 2024 is as follows (in thousands except per share data): Number of Weighted Weighted Balance, December 31, 2023 1,246 $ 8.85 1.7 Granted 362 5.89 Vested — — Forfeited ( 210 ) 17.31 Balance, June 30, 2024 1,398 $ 6.79 1.7 |
Schedule of Equity-based compensation expense | Equity-based compensation expense for the three and six months ended June 30, 2024 and 2023 is presented in the following table (in thousands): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Total equity-based compensation for RSUs $ 2,650 $ 3,252 $ 5,214 $ 5,284 Total equity-based compensation for PSUs 178 230 127 ( 38 ) Total equity-based compensation for stock options 244 156 413 170 $ 3,072 $ 3,638 $ 5,754 $ 5,416 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of the RTI warrant activity for six months ended June 30, 2024 is as follows (in thousands, except per share data): Number of warrants Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding at December 31, 2023 971 $ 5.56 $ 0.03 1.0 Granted — — Exercised — — Outstanding at June 30, 2024 971 $ 5.56 $ 0.03 0.5 Exercisable 971 |
Summary of warrant expense (benefit) | Warrant expense (benefit) recognized for each period is presented in the following table (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 RTI warrants $ ( 757 ) $ 2,621 $ 340 $ 2,563 Private placement warrants ( 80 ) 299 88 371 Series A warrants ( 4,822 ) 23,393 7,857 28,214 Series B warrants 1,348 — 1,348 — Change in fair value of warrants $ ( 4,311 ) $ 26,313 $ 9,633 $ 31,148 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss per Share | Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share (“EPS”) calculations for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator : Net loss attributable to common shareholders $ ( 48,212 ) $ ( 55,368 ) $ ( 133,819 ) $ ( 81,210 ) Denominator : Weighted average common shares outstanding, basic and diluted 164,691 163,739 164,524 163,664 Net loss per share attributable to common stockholder, basic and diluted $ ( 0.29 ) $ ( 0.34 ) $ ( 0.81 ) $ ( 0.50 ) |
Summary of Outstanding Common Share Equivalents | A summary of those outstanding common share equivalents is presented in the following table: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Anti-dilutive awards Warrants, outstanding not exercised 27,811 24,747 27,811 24,747 Stock options, outstanding not exercised 1,315 1,072 1,315 1,072 RSU, non-vested 3,505 3,489 3,505 3,489 PSU, non-vested 1,398 1,471 1,398 1,471 Contingently - issuable shares related to the earnout 2,000 4,000 2,000 4,000 Shares issuable upon conversion of Green Convertible Notes 16,869 — 16,869 — |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Presented in the table below are the major classes of property, plant and equipment by category as of the below dates (in thousands): June 30, Cost Accumulated Net Book Building $ 81,703 $ 3,745 $ 77,958 Machinery and equipment 360,720 35,084 325,636 Leasehold Improvements 3,028 1,779 1,249 Fixtures and Furnishings 736 230 506 Land improvements 150 37 113 Land 1,150 — 1,150 Construction in process 239,399 — 239,399 Total property, plant and equipment $ 686,886 $ 40,875 $ 646,011 December 31, 2023 Cost Accumulated Net Book Building $ 81,593 $ 2,440 $ 79,153 Machinery and equipment 349,796 20,415 329,381 Leasehold Improvements 2,972 1,447 1,525 Fixtures and Furnishings 711 177 534 Land improvements 150 32 118 Land 1,150 — 1,150 Construction in process 226,885 — 226,885 Total property, plant and equipment $ 663,257 $ 24,511 $ 638,746 |
Summary of Depreciation Expense | Depreciation expense is recorded in the condensed consolidated statements of comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Operating costs $ 6,233 $ 1,895 $ 14,555 $ 2,283 Research and development expense 765 750 1,525 1,499 Selling, general, and administrative expense 169 159 343 316 Total depreciation expense $ 7,167 $ 2,804 $ 16,423 $ 4,098 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measurements on a Recurring Basis | As of June 30, 2024 and December 31, 2023, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows (in thousands): June 30, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 7,461 $ — $ — $ 7,461 $ 36,277 $ 35,215 $ — $ 71,492 Restricted cash equivalents - current 2,880 — — 2,880 25,692 — — 25,692 Restricted cash equivalents - noncurrent 9,680 — — 9,680 203,411 — — 203,411 Investments: Commercial paper, available for sale — — — — — 46,049 — 46,049 US Treasury Notes — — — — 2,177 — — 2,177 Total investments $ — $ — $ — $ — $ 2,177 $ 46,049 $ — $ 48,226 Liabilities Warrant liability: RTI warrants — — 1,777 1,777 — — 1,437 1,437 Private warrants — — 353 353 — — 265 265 Series A warrants — 28,214 — 28,214 — 20,357 — 20,357 Series B warrants — — 8,150 8,150 — — — — Total warrant liability $ — $ 28,214 $ 10,280 $ 38,494 $ — $ 20,357 $ 1,702 $ 22,059 |
Fair Value Measurement Inputs | The private warrants are measured at fair value on a recurring basis using a Black-Scholes model. The private warrants are classified as Level 3 and were valued using the following assumptions: June 30, 2024 December 31, 2023 Expected annual dividend yield — % — % Expected volatility 92.0 % 100.2 % Risk-free rate of return 4.8 % 4.1 % Expected option term (years) 1.7 2.2 The Company has determined the RTI Warrants to be a Level 3 fair value measurement and has remeasured using a Binomial Tree option pricing model to calculate its fair value using the following assumptions: June 30, 2024 December 31, 2023 Expected annual dividend yield — % — % Expected volatility 99.9 % 118.1 % Risk-free rate of return 5.3 % 4.7 % Expected option term (years) 0.5 1.0 T he Company has determined the Series B Warrants to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions: June 30, 2024 May 10, 2024 Expected annual dividend yield — % — % Expected volatility 92.0 % 99.3 % Risk-free rate of return 4.3 % 4.5 % Expected option term (years) 6.4 6.6 |
Level 3 Liabilities Measured at Fair Value | A summary of the private warrants activity from December 31, 2023 to June 30, 2024 is as follows (in thousands): Fair value Balance, December 31, 2023 $ 265 Change in fair value 88 Balance, June 30, 2024 $ 353 Changes in Level 3 liabilities measured at fair value from December 31, 2023 to June 30, 2024 are as follows (in thousands): Fair value Balance, December 31, 2023 $ 1,437 Change in fair value 340 Balance, June 30, 2024 $ 1,777 Changes in Level 3 liabilities measured at fair value from May 10, 2024 to June 30, 2024 are as follows (in thousands): Fair value Balance, May 10, 2024 (Initial recognition date) $ 6,802 Change in fair value 1,348 Balance, June 30, 2024 $ 8,150 |
AVAILABLE-FOR-SALE INVESTMENTS
AVAILABLE-FOR-SALE INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Investments by Major Security Type | The following table represents the Company’s available-for-sale investments by major security type as of December 31, 2023 (in thousands): December 31, 2023 Amortized Gross Gross Total Commercial Paper $ 46,069 $ — $ ( 20 ) $ 46,049 Corporate Bonds 2,175 2 — 2,177 Municipal Bonds — — — — Total $ 48,244 $ 2 $ ( 20 ) $ 48,226 |
Schedule of Fair Value and Amortized Cost Bases of Available-for-sale Investments by Maturity Date | The following table represents the Company’s available-for-sale investments by contractual maturity as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Amortized Fair Value Amortized Fair Value Due within one year $ — $ — $ 48,244 $ 48,226 Due after one year through five years — — — — Total $ — $ — $ 48,244 $ 48,226 |
ORGANIZATION - Additional Infor
ORGANIZATION - Additional Information (Details) | 6 Months Ended | |||||||
Mar. 17, 2021 Tradingday $ / shares shares | Jun. 30, 2024 USD ($) | May 07, 2024 USD ($) | Mar. 05, 2024 | Mar. 01, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 15, 2023 USD ($) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Maximum entitled shares issued (in shares) | shares | 4,000,000 | |||||||
Shares entitled (in shares) | shares | 2,000,000 | |||||||
Earnout period | 1 year | |||||||
Earnout stock price trigger (in usd per share) | $ / shares | $ 18 | |||||||
Earnout period, threshold trading days | Tradingday | 20 | |||||||
Earnout period, threshold trading day period | Tradingday | 30 | |||||||
Cash and cash equivalents | $ 10,895,000 | $ 73,411,000 | $ 28,885,000 | |||||
Restricted cash | 12,560,000 | $ 229,103,000 | ||||||
Bonds | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Percentage of purchased outstanding bonds | 99% | |||||||
Pure Plastic Bond | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Long-term debt, gross | $ 94,300,000 | |||||||
Ironton Facility | Minimum | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Expected additional capital investment | 5,000,000 | |||||||
Ironton Facility | Maximum | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Expected additional capital investment | 8,000,000 | |||||||
Augusta Facility | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Expected investment to complete facility, other capital commitments | 46,500,000 | |||||||
Revolving Credit Facility | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Maximum borrowing capacity | $ 200,000,000 | $ 200,000,000 | $ 150,000,000 | |||||
Maturity date | Sep. 30, 2025 | |||||||
Loan agreement, Limited Waiver terms, financing transaction milestone amount | $ 55,000,000 |
ORGANIZATION - Components of Cu
ORGANIZATION - Components of Current Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Cash and cash equivalents | $ 10,895 | $ 28,885 | $ 10,895 | $ 28,885 | $ 73,411 | ||
Debt securities available for sale | 0 | 0 | 48,226 | ||||
Restricted Cash (current and non-current) | 12,560 | 12,560 | 229,103 | ||||
Working capital | (15,710) | (15,710) | 107,035 | ||||
Accumulated deficit | (478,059) | (478,059) | $ (344,240) | ||||
Net Income (Loss) | $ (48,212) | $ (85,607) | $ (55,368) | $ (25,842) | $ (133,819) | $ (81,210) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Significant Accounting Policies [LineItems] | |||||
Basic (in usd per share) | $ (0.29) | $ (0.34) | $ (0.81) | $ (0.5) | |
Diluted (in usd per share) | $ (0.29) | (0.34) | $ (0.81) | (0.5) | |
Spare parts inventory | $ 2.5 | $ 2.5 | $ 1.6 | ||
Pro Forma | |||||
Significant Accounting Policies [LineItems] | |||||
Basic (in usd per share) | 0.01 | 0.01 | |||
Diluted (in usd per share) | $ 0.01 | $ 0.01 | |||
Immaterial Corrections Related to Prior Periods | |||||
Significant Accounting Policies [LineItems] | |||||
Increase in property, plant and equipment, net | $ 1.2 | $ 1.2 |
NOTES PAYABLE AND DEBT INSTRU_3
NOTES PAYABLE AND DEBT INSTRUMENTS - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | May 07, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Less: Current portion | $ (3,932) | $ (9,148) | |
Related party bonds payable | 62,719 | 0 | |
Sylebra line of credit | |||
Debt Instrument [Line Items] | |||
Line of credit | 0 | 0 | |
Nonrelated Party | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 276,479 | 521,059 | |
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt/note payable | (25,937) | (44,203) | |
Less: Current portion | (3,932) | (9,148) | |
Long-term debt, excluding current maturities | 246,610 | 467,708 | |
Nonrelated Party | Green Convertible Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 250,000 | 250,000 | |
Nonrelated Party | CSC Equipment Financing Payable | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 19,747 | 19,747 | |
Nonrelated Party | Revenue Bonds | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 2,800 | 249,550 | |
Nonrelated Party | Other Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 3,932 | 1,762 | |
Related Party | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 43,125 | |
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt/note payable | (30,076) | (3,429) | |
Less: Current portion | (1,040) | 0 | |
Long-term debt, excluding current maturities | 0 | 39,696 | |
Related party bonds payable | 62,719 | ||
Related Party | Revenue Bonds | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 93,835 | $ 94,300 | $ 0 |
NOTES PAYABLE AND DEBT INSTRU_4
NOTES PAYABLE AND DEBT INSTRUMENTS - Schedule of Debt (Parenthetical) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Related Party | ||
Debt Instrument [Line Items] | ||
Applicable interest rate | 12.90% | 13% |
Green Convertible Notes | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Maturity date | Aug. 31, 2030 | Aug. 31, 2030 |
Interest rate, percent | 7.25% | 7.25% |
CSC Equipment Financing Payable | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Interest term | 36 months | 36 months |
Interest rate, percent | 3.10% | 3.10% |
Commencement date | Jul. 01, 2026 | Jul. 01, 2026 |
CSC Equipment Financing Payable | Prime Rate | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 7.25% | 7.25% |
Revenue Bonds | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Interest rate, percent | 7% | 7% |
Repayments beginning year | 2031 | 2031 |
Repayments maturing year | 2042 | 2042 |
Revenue Bonds | Related Party | ||
Debt Instrument [Line Items] | ||
Maturity date | Dec. 31, 2025 | Dec. 31, 2025 |
Revenue Bonds | Related Party | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate, percent | 6.50% | 6.50% |
Revenue Bonds | Related Party | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate, percent | 13% | 13% |
Sylebra line of credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 200 | $ 200 |
Line of credit, maturity date | Sep. 30, 2025 | Sep. 30, 2025 |
NOTES PAYABLE AND DEBT INSTRU_5
NOTES PAYABLE AND DEBT INSTRUMENTS - Revenue Bonds (Details) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 05, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Mar. 25, 2024 USD ($) | Feb. 10, 2024 USD ($) | Oct. 07, 2020 Series | |
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 21,214,000 | $ 0 | ||||
Revenue Bonds | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase price amount | $ 1,050 | |||||||
Principal amount | $ 1,000 | |||||||
Debt amendment terms, debt service coverage ratio | 150% | |||||||
Debt amendment terms, percentage of net income available for debt service | 110% | |||||||
Debt amendment terms, Senior Parity Coverage Requirement ratio | 125% | |||||||
Percentage of PCT purchased outstanding Revenue Bonds pursuant to purchase agreement | 99% | |||||||
Unrestricted liquidity | $ 74,500,000 | |||||||
Restricted liquidity, amount | 184,600,000 | |||||||
Liquidity Amount | 259,100,000 | |||||||
Payment of accrued and unpaid interest | 5,900,000 | |||||||
Allocated to outstanding carrying value | 253,200,000 | |||||||
Outstanding carrying value | 232,000,000 | |||||||
Loss on extinguishment of debt | $ 21,200,000 | |||||||
Amount released from the senior bonds debt service reserve fund | $ 22,100,000 | |||||||
Amount released from the repair and replacement fund | 3,300,000 | |||||||
Repair and replacement fund reduced amount | 0 | |||||||
Subordinate bonds debt service reserve amount reduced | $ 0 | |||||||
Number of debt offering series | Series | 3 |
NOTES PAYABLE AND DEBT INSTRU_6
NOTES PAYABLE AND DEBT INSTRUMENTS - Revenue Bonds Issued to Related Party (Details) - USD ($) | Jun. 14, 2024 | May 10, 2024 | May 07, 2024 | Jun. 30, 2024 | Feb. 10, 2024 | Dec. 31, 2023 |
Series B Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, discount | $ 6,800,000 | |||||
Related Party | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 0 | $ 43,125,000 | ||||
Revenue Bonds | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 1,000 | |||||
Revenue Bonds | Related Party | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 94,300,000 | 93,835,000 | $ 0 | |||
Purchase price per bond | $ 800 | |||||
Principal amount | $ 1,000 | |||||
Prepayment of term loan | $ 40,000,000 | |||||
Credit facility, prepayment premium percentage | 12% | |||||
Holding percentage of principal amount of senior bonds | 75% | |||||
Debt instrument, discount | 29,800,000 | |||||
Debt issuance costs | $ 1,500,000 | |||||
Debt Instrument, Fair Value Disclosure | $ 76,700,000 | |||||
Revenue Bonds | Related Party | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Holding percentage of principal amount of senior bonds | 75% | |||||
Revenue Bonds | Related Party | Pure Plastic | ||||||
Debt Instrument [Line Items] | ||||||
Ownership percentage of affiliate | 5% | |||||
Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, discount | $ 1,500,000 | |||||
Debt issuance costs | $ 1,500,000 |
NOTES PAYABLE AND DEBT INSTRU_7
NOTES PAYABLE AND DEBT INSTRUMENTS - Sylebra Credit Facility (Details) - USD ($) | Jun. 30, 2024 | May 10, 2024 | May 07, 2024 | Mar. 01, 2024 | Dec. 31, 2023 | Mar. 15, 2023 |
Related Party | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 0 | $ 43,125,000 | ||||
Revenue Bonds | Related Party | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 93,835,000 | $ 94,300,000 | $ 0 | |||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 200,000,000 | $ 200,000,000 | $ 150,000,000 | |||
Credit facility, affiliates of lender, beneficial owners percentage | 5% | |||||
Revolving Credit Facility | Revenue Bonds | Related Party | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 94,300,000 |
NOTES PAYABLE AND DEBT INSTRU_8
NOTES PAYABLE AND DEBT INSTRUMENTS - The Pure Plastic Term Loan Facility (Details) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 01, 2024 | May 08, 2023 | Mar. 15, 2023 | |
Debt Instrument [Line Items] | |||||
PIK interest on related party note payable | $ 1,938,000 | $ 422,000 | |||
Pure Plastic Term Loan Facility | Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 40,000,000 | ||||
Credit facility, affiliates of lender, beneficial owners percentage | 5% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 200,000,000 | $ 200,000,000 | $ 150,000,000 | ||
Credit facility, affiliates of lender, beneficial owners percentage | 5% |
NOTES PAYABLE AND DEBT INSTRU_9
NOTES PAYABLE AND DEBT INSTRUMENTS - Green Convertible Notes (Details) - Green Convertible Notes - USD ($) | Jun. 30, 2024 | Aug. 22, 2023 | Aug. 21, 2023 |
Debt Instrument [Line Items] | |||
Fair value of the green convertible notes | $ 150,400,000 | ||
Green Convertible Senior Notes Due 2030 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 250,000,000 | $ 215,000,000 | |
Interest rate, percent | 7.25% | ||
Additional aggregate principal amount | $ 35,000,000 | ||
Green Convertible Senior Notes Due 2030 | Affiliated Entity | |||
Debt Instrument [Line Items] | |||
Related party transaction, beneficial owner percentage | 5% | ||
Related party transaction, beneficial owner, purchase amount at maturity of Notes | $ 50,000,000 |
NOTES PAYABLE AND DEBT INSTR_10
NOTES PAYABLE AND DEBT INSTRUMENTS - Schedule of Debt Principal Repayments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | May 07, 2024 | Mar. 05, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||||
Less: Current Portion | $ (3,932) | $ (9,148) | ||
Related party bonds payable | 62,719 | 0 | ||
Revenue Bonds | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 232,000 | |||
Nonrelated Party | ||||
Debt Instrument [Line Items] | ||||
2024 (July through December) | 1,905 | |||
2025 | 240 | |||
2026 | 3,001 | |||
2027 | 6,338 | |||
2028 | 6,813 | |||
2029 | 3,595 | |||
Thereafter | 252,800 | |||
Long-term debt, gross | 276,479 | 521,059 | ||
Long-term debt, gross | 274,692 | |||
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt | (25,937) | (44,203) | ||
Less: Current Portion | (3,932) | (9,148) | ||
Less: Current Portion | (2,145) | |||
Long-term debt, excluding current maturities | 246,610 | 467,708 | ||
Nonrelated Party | Revenue Bonds | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 2,800 | 249,550 | ||
Related Party | ||||
Debt Instrument [Line Items] | ||||
2024 (July through December) | 505 | |||
2025 | 10,355 | |||
2026 | 7,570 | |||
2027 | 25,105 | |||
2028 | 7,710 | |||
2029 | 8,220 | |||
Thereafter | 34,370 | |||
Long-term debt, gross | 0 | 43,125 | ||
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt | (30,076) | (3,429) | ||
Less: Current Portion | (1,040) | 0 | ||
Long-term debt, excluding current maturities | 0 | 39,696 | ||
Related party bonds payable | 62,719 | |||
Related Party | Revenue Bonds | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 93,835 | $ 94,300 | $ 0 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 164,746,000 | 164,279,000 |
Common stock, shares outstanding (in shares) | 164,746,000 | 164,279,000 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
EQUITY-BASED COMPENSATION - Add
EQUITY-BASED COMPENSATION - Additional Information (Details) - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Mar. 17, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant-date fair value (in usd per share) | $ 4.45 | |
Issuance of units upon vesting of Legacy PCT profits interests (in shares) | 16 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 1,358 | |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 362 | |
2021 Equity and Incentive Compensation Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance, percentage of outstanding common stock | 3% | |
Shares authorized (in shares) | 21,900 | |
Shares available for issuance (in shares) | 12,500 |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted Stock Activity (Details) - RSUs - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Number of RSUs | ||
Beginning balance (in shares) | 2,847 | |
Granted (in shares) | 1,358 | |
Vested (in shares) | (579) | |
Forfeited (in shares) | (96) | |
Ending balance (in shares) | 3,530 | 2,847 |
Weighted average grant date fair value | ||
Beginning balance (in usd per share) | $ 9.31 | |
Granted (in usd per share) | 5.73 | |
Vested (in usd per share) | 6.63 | |
Forfeited (in usd per share) | 6.44 | |
Ending balance (in usd per share) | $ 8.45 | $ 9.31 |
Weighted average remaining recognition period | ||
Weighted average remaining recognition period | 2 years 4 months 24 days | 2 years 3 months 18 days |
EQUITY-BASED COMPENSATION - Sto
EQUITY-BASED COMPENSATION - Stock Options, Valuation Assumptions (Details) - Employee Stock Option | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected annual dividend yield | 0% | 0% |
Expected volatility | 88.50% | 77.30% |
Risk-free rate of return | 4.30% | 3.50% |
Expected option term (years) | 6 years 6 months | 6 years 6 months |
EQUITY-BASED COMPENSATION - S_2
EQUITY-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Number of Options | ||
Beginning balance (in shares) | 983 | |
Granted (in shares) | 355 | |
Exercised (in shares) | (16) | |
Forfeited (in shares) | (7) | |
Ending balance (in shares) | 1,315 | 983 |
Exercisable (in shares) | 613 | |
Weighted average grant date fair values | $ 4.45 | |
Weighted Average Exercise Price | ||
Beginning balance (in usd per share) | 20.17 | |
Granted (in usd per share) | 5.73 | |
Exercised (in usd per share) | 5.72 | |
Forfeited (in usd per share) | 5.72 | |
Ending balance (in usd per share) | $ 16.53 | $ 20.17 |
Weighted Average Remaining Contractual Term (Years) | ||
Weighted Average Remaining Contractual Term (Years) | 6 years 1 month 6 days | 5 years 4 months 24 days |
Granted, Weighted Average Remaining Contractual Term, Granted (Years) | 10 years |
EQUITY-BASED COMPENSATION - Per
EQUITY-BASED COMPENSATION - Performance-Based Restricted Stock Activity (Details) - PSUs - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Number of PSUs | ||
Beginning balance (in shares) | 1,246 | |
Granted (in shares) | 362 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (210) | |
Ending balance (in shares) | 1,398 | 1,246 |
Weighted average grant date fair value | ||
Beginning balance (in usd per share) | $ 8.85 | |
Granted (in usd per share) | 5.89 | |
Vested (in usd per share) | 0 | |
Forfeited (in usd per share) | 17.31 | |
Ending balance (in usd per share) | $ 6.79 | $ 8.85 |
Weighted average remaining recognition period | ||
Weighted average remaining recognition period | 1 year 8 months 12 days | 1 year 8 months 12 days |
EQUITY-BASED COMPENSATION - Equ
EQUITY-BASED COMPENSATION - Equity-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation | $ 3,072 | $ 3,638 | $ 5,754 | $ 5,416 |
RSUs | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation | 2,650 | 3,252 | 5,214 | 5,284 |
PSUs | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation | 178 | 230 | 127 | (38) |
Stock options | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation | $ 244 | $ 156 | $ 413 | $ 170 |
WARRANTS - Additional Informati
WARRANTS - Additional Information (Details) | 6 Months Ended | 12 Months Ended | |||||
May 10, 2024 Tradingday $ / shares shares | Mar. 17, 2022 Tradingday $ / shares shares | Mar. 17, 2021 Tradingday $ / shares shares | Jun. 30, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Jun. 30, 2023 shares | Mar. 07, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |||||||
Number of shares of common stock entitled to be purchased by each warrant (in shares) | shares | 1 | ||||||
Warrants exercise price (in usd per share) | $ 11.5 | ||||||
Warrants redemption price (in usd per share) | $ 0.01 | ||||||
Warrants written notice of redemption threshold | 30 days | ||||||
Earnout stock price trigger (in usd per share) | $ 18 | ||||||
Earnout period, threshold trading days | Tradingday | 20 | ||||||
Earnout period, threshold trading day period | Tradingday | 30 | ||||||
Earnout period, business days prior to notice of redemption | 3 days | ||||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||||
Common stock | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued (in shares) | shares | 971,000 | ||||||
Warrants exercise price (in usd per share) | $ 5.56 | $ 5.56 | |||||
Weighted average remaining contractual term (years) | 6 months | 1 year | |||||
Warrants outstanding (in shares) | shares | 971,000 | 971,000 | |||||
Common stock | Private Placement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued (in shares) | shares | 35,714,272 | ||||||
Public Warrants and Private Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Weighted average remaining contractual term (years) | 5 years | ||||||
Public Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 5,700,000 | ||||||
Private warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 200,000 | ||||||
Series A warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares of common stock entitled to be purchased by each warrant (in shares) | shares | 1 | ||||||
Warrants exercise price (in usd per share) | $ 11.5 | ||||||
Warrants redemption price (in usd per share) | $ 0.01 | ||||||
Warrants written notice of redemption threshold | 30 days | ||||||
Earnout stock price trigger (in usd per share) | $ 18 | ||||||
Earnout period, threshold trading days | Tradingday | 20 | ||||||
Earnout period, threshold trading day period | Tradingday | 30 | ||||||
Earnout period, business days prior to notice of redemption | 3 days | ||||||
Warrants outstanding (in shares) | shares | 17,900,000 | ||||||
Series A warrants | Private Placement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants exercise price (in usd per share) | $ 7 | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 17,857,136 | ||||||
Common stock, par value (in usd per share) | $ 0.001 | ||||||
Series A warrants | Expected volatility | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant, measurement input | 10,000 | ||||||
Series B warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants exercise price (in usd per share) | $ 11.5 | ||||||
Warrants redemption price (in usd per share) | $ 0.01 | ||||||
Warrants written notice of redemption threshold | 30 days | ||||||
Shares issued (in shares) | shares | 3,064,081 | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1 | ||||||
Earnout stock price trigger (in usd per share) | $ 18 | ||||||
Earnout period, threshold trading days | Tradingday | 20 | ||||||
Earnout period, threshold trading day period | Tradingday | 30 | ||||||
Earnout period, business days prior to notice of redemption | 3 days | ||||||
Warrants outstanding (in shares) | shares | 3,100,000 | ||||||
Series B warrants | Expected volatility | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant, measurement input | 10,000 |
WARRANTS - Summary of RTI Warra
WARRANTS - Summary of RTI Warrant Activity (Details) - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended | |
Mar. 17, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | |
Weighted average exercise price | |||
Ending balance, Weighted average exercise price (in usd per share) | $ 11.5 | ||
Common stock | |||
Number of warrants | |||
Beginning balance, Number of warrants (in shares) | 971 | ||
Granted, Number of warrants (in shares) | 0 | ||
Exercised, Number of warrants (in shares) | 0 | ||
Ending balance, Number of warrants (in shares) | 971 | 971 | |
Exercisable, Number of warrants (in shares) | 971 | ||
Weighted average exercise price | |||
Beginning balance, Weighted average exercise price (in usd per share) | $ 5.56 | ||
Ending balance, Weighted average exercise price (in usd per share) | 5.56 | $ 5.56 | |
Weighted average grant date fair value | |||
Beginning balance, Weighted average grant date fair value (in usd per share) | 0.03 | ||
Ending balance, Weighted average grant date fair value (in usd per share) | $ 0.03 | $ 0.03 | |
Weighted average remaining contractual term (years) | |||
Weighted average remaining contractual term (years) | 6 months | 1 year |
WARRANTS - Summary of warrant e
WARRANTS - Summary of warrant expense (benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrants | $ (4,311) | $ 26,313 | $ 9,633 | $ 31,148 |
RTI warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrants | (757) | 2,621 | 340 | 2,563 |
Private placement warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrants | (80) | 299 | 88 | 371 |
Series A warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrants | (4,822) | 23,393 | 7,857 | 28,214 |
Series B warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Change in fair value of warrants | $ 1,348 | $ 0 | $ 1,348 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jun. 30, 2024 | Mar. 01, 2024 | Aug. 22, 2023 | Aug. 21, 2023 | May 08, 2023 | Mar. 15, 2023 |
Green Convertible Notes | Green Convertible Senior Notes Due 2030 | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount | $ 250,000,000 | $ 215,000,000 | ||||
Revolving Credit Facility | ||||||
Related Party Transaction [Line Items] | ||||||
Credit facility, affiliates of lender, beneficial owners percentage | 5% | |||||
Maximum borrowing capacity | $ 200,000,000 | $ 200,000,000 | $ 150,000,000 | |||
Pure Plastic Term Loan Facility | Term Loan Facility | ||||||
Related Party Transaction [Line Items] | ||||||
Credit facility, affiliates of lender, beneficial owners percentage | 5% | |||||
Maximum borrowing capacity | $ 40,000,000 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and Diluted Earnings Per Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net loss attributable to common stockholders, basic | $ (48,212) | $ (55,368) | $ (133,819) | $ (81,210) |
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 164,691 | 163,739 | 164,524 | 163,664 |
Weighted average common shares outstanding, diluted (in shares) | 164,691 | 163,739 | 164,524 | 163,664 |
Net loss per share attributable to common stockholder, basic (in usd per share) | $ (0.29) | $ (0.34) | $ (0.81) | $ (0.5) |
Net loss per share attributable to common stockholder, diluted (in usd per share) | $ (0.29) | $ (0.34) | $ (0.81) | $ (0.5) |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Outstanding Common Share Equivalents (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Warrants, outstanding not exercised | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 27,811 | 24,747 | 27,811 | 24,747 |
Stock options, outstanding not exercised | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 1,315 | 1,072 | 1,315 | 1,072 |
RSU, non-vested | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 3,505 | 3,489 | 3,505 | 3,489 |
PSU, non-vested | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 1,398 | 1,471 | 1,398 | 1,471 |
Contingently - issuable shares related to the earnout | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 2,000 | 4,000 | 2,000 | 4,000 |
Shares issuable upon conversion of Green Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 16,869 | 0 | 16,869 | 0 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 686,886 | $ 663,257 |
Accumulated Depreciation | 40,875 | 24,511 |
Net Book Value | 646,011 | 638,746 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 81,703 | 81,593 |
Accumulated Depreciation | 3,745 | 2,440 |
Net Book Value | 77,958 | 79,153 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 360,720 | 349,796 |
Accumulated Depreciation | 35,084 | 20,415 |
Net Book Value | 325,636 | 329,381 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,028 | 2,972 |
Accumulated Depreciation | 1,779 | 1,447 |
Net Book Value | 1,249 | 1,525 |
Fixtures and Furnishings | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 736 | 711 |
Accumulated Depreciation | 230 | 177 |
Net Book Value | 506 | 534 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 150 | 150 |
Accumulated Depreciation | 37 | 32 |
Net Book Value | 113 | 118 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,150 | 1,150 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | 1,150 | 1,150 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 239,399 | 226,885 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | $ 239,399 | $ 226,885 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Summary of Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 7,167 | $ 2,804 | $ 16,423 | $ 4,098 |
Operating costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | 6,233 | 1,895 | 14,555 | 2,283 |
Research and development expense | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | 765 | 750 | 1,525 | 1,499 |
Selling, general, and administrative expense | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 169 | $ 159 | $ 343 | $ 316 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Assets and Liabilities Measurements on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Investments | $ 0 | $ 48,226 |
Commercial paper, available for sale | ||
Assets | ||
Investments | 46,049 | |
Municipal bonds, available for sale | ||
Assets | ||
Investments | 0 | |
Corporate Bonds, available for sale | ||
Assets | ||
Investments | 2,177 | |
Fair Value Measurements on Recurring Basis | ||
Assets | ||
Cash equivalents | 7,461 | 71,492 |
Restricted cash equivalents - current | 2,880 | 25,692 |
Restricted cash equivalents - noncurrent | 9,680 | 203,411 |
Total investments | 0 | 48,226 |
Liabilities | ||
Total warrant liability | 38,494 | 22,059 |
Fair Value Measurements on Recurring Basis | RTI warrants | ||
Liabilities | ||
Warrant liability | 1,777 | 1,437 |
Fair Value Measurements on Recurring Basis | Private warrants | ||
Liabilities | ||
Warrant liability | 353 | 265 |
Fair Value Measurements on Recurring Basis | Series A warrants | ||
Liabilities | ||
Warrant liability | 28,214 | 20,357 |
Fair Value Measurements on Recurring Basis | Series B warrants | ||
Liabilities | ||
Warrant liability | 8,150 | 0 |
Fair Value Measurements on Recurring Basis | Commercial paper, available for sale | ||
Assets | ||
Investments | 0 | 46,049 |
Fair Value Measurements on Recurring Basis | US Treasury Notes, Available for sale | ||
Assets | ||
Investments | 0 | 2,177 |
Fair Value Measurements on Recurring Basis | Level 1 | ||
Assets | ||
Cash equivalents | 7,461 | 36,277 |
Restricted cash equivalents - current | 2,880 | 25,692 |
Restricted cash equivalents - noncurrent | 9,680 | 203,411 |
Total investments | 0 | 2,177 |
Liabilities | ||
Total warrant liability | 0 | 0 |
Fair Value Measurements on Recurring Basis | Level 1 | RTI warrants | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Fair Value Measurements on Recurring Basis | Level 1 | Private warrants | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Fair Value Measurements on Recurring Basis | Level 1 | Series A warrants | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Fair Value Measurements on Recurring Basis | Level 1 | Series B warrants | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Fair Value Measurements on Recurring Basis | Level 1 | Commercial paper, available for sale | ||
Assets | ||
Investments | 0 | 0 |
Fair Value Measurements on Recurring Basis | Level 1 | US Treasury Notes, Available for sale | ||
Assets | ||
Investments | 0 | 2,177 |
Fair Value Measurements on Recurring Basis | Level 2 | ||
Assets | ||
Cash equivalents | 0 | 35,215 |
Restricted cash equivalents - current | 0 | 0 |
Restricted cash equivalents - noncurrent | 0 | 0 |
Total investments | 0 | 46,049 |
Liabilities | ||
Total warrant liability | 10,280 | 20,357 |
Fair Value Measurements on Recurring Basis | Level 2 | RTI warrants | ||
Liabilities | ||
Warrant liability | 1,777 | 0 |
Fair Value Measurements on Recurring Basis | Level 2 | Private warrants | ||
Liabilities | ||
Warrant liability | 353 | 0 |
Fair Value Measurements on Recurring Basis | Level 2 | Series A warrants | ||
Liabilities | ||
Warrant liability | 0 | 20,357 |
Fair Value Measurements on Recurring Basis | Level 2 | Series B warrants | ||
Liabilities | ||
Warrant liability | 8,150 | 0 |
Fair Value Measurements on Recurring Basis | Level 2 | Commercial paper, available for sale | ||
Assets | ||
Investments | 0 | 46,049 |
Fair Value Measurements on Recurring Basis | Level 2 | US Treasury Notes, Available for sale | ||
Assets | ||
Investments | 0 | 0 |
Fair Value Measurements on Recurring Basis | Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Restricted cash equivalents - current | 0 | 0 |
Restricted cash equivalents - noncurrent | 0 | 0 |
Total investments | 0 | 0 |
Liabilities | ||
Total warrant liability | 28,214 | 1,702 |
Fair Value Measurements on Recurring Basis | Level 3 | RTI warrants | ||
Liabilities | ||
Warrant liability | 0 | 1,437 |
Fair Value Measurements on Recurring Basis | Level 3 | Private warrants | ||
Liabilities | ||
Warrant liability | 0 | 265 |
Fair Value Measurements on Recurring Basis | Level 3 | Series A warrants | ||
Liabilities | ||
Warrant liability | 28,214 | 0 |
Fair Value Measurements on Recurring Basis | Level 3 | Series B warrants | ||
Liabilities | ||
Warrant liability | 0 | 0 |
Fair Value Measurements on Recurring Basis | Level 3 | Commercial paper, available for sale | ||
Assets | ||
Investments | 0 | 0 |
Fair Value Measurements on Recurring Basis | Level 3 | US Treasury Notes, Available for sale | ||
Assets | ||
Investments | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Measurement Inputs (Details) $ in Thousands | 2 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | May 10, 2024 | Dec. 31, 2023 | |
Expected volatility | Series B Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant, measurement input | 10,000 | 10,000 | ||
Level 3 | Private warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Change in fair value | $ 88 | |||
Level 3 | RTI warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Change in fair value | $ 340 | |||
Level 3 | Series B Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Change in fair value | $ 1,348 | |||
Level 3 | Fair Value Measurements on Recurring Basis | Expected annual dividend yield | Private warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant, measurement input | 0 | 0 | 0 | |
Level 3 | Fair Value Measurements on Recurring Basis | Expected annual dividend yield | RTI warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant, measurement input | 0 | 0 | 0 | |
Level 3 | Fair Value Measurements on Recurring Basis | Expected annual dividend yield | Series B Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant, measurement input | 0 | 0 | 0 | |
Level 3 | Fair Value Measurements on Recurring Basis | Expected volatility | Private warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant, measurement input | 0.92 | 0.92 | 1.002 | |
Level 3 | Fair Value Measurements on Recurring Basis | Expected volatility | RTI warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant, measurement input | 0.999 | 0.999 | 1.181 | |
Level 3 | Fair Value Measurements on Recurring Basis | Expected volatility | Series B Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant, measurement input | 0.92 | 0.92 | 0.993 | |
Level 3 | Fair Value Measurements on Recurring Basis | Risk-free rate of return | Private warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant, measurement input | 0.048 | 0.048 | 0.041 | |
Level 3 | Fair Value Measurements on Recurring Basis | Risk-free rate of return | RTI warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant, measurement input | 0.053 | 0.053 | 0.047 | |
Level 3 | Fair Value Measurements on Recurring Basis | Risk-free rate of return | Series B Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant, measurement input | 0.043 | 0.043 | 0.045 | |
Level 3 | Fair Value Measurements on Recurring Basis | Expected option term (years) | Private warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected option term (years) | 1 year 8 months 12 days | 1 year 8 months 12 days | 2 years 2 months 12 days | |
Level 3 | Fair Value Measurements on Recurring Basis | Expected option term (years) | RTI warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected option term (years) | 6 months | 6 months | 1 year | |
Level 3 | Fair Value Measurements on Recurring Basis | Expected option term (years) | Series B Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected option term (years) | 6 years 4 months 24 days | 6 years 4 months 24 days | 6 years 7 months 6 days |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Details) $ in Thousands | Jun. 30, 2024 USD ($) | May 10, 2024 USD ($) | Dec. 31, 2023 USD ($) |
Private warrants | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 353 | $ 265 | |
Private warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value | 353 | 265 | |
Private warrants | Level 3 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 0 | $ 265 | |
Private warrants | Level 3 | Fair Value Measurements on Recurring Basis | Expected annual dividend yield | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant, measurement input | 0 | 0 | |
Private warrants | Level 2 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 353 | $ 0 | |
RTI warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants repurchase maximum threshold | 15,000 | ||
RTI warrants | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | 1,777 | 1,437 | |
RTI warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value | 1,777 | 1,437 | |
RTI warrants | Level 3 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 0 | $ 1,437 | |
RTI warrants | Level 3 | Fair Value Measurements on Recurring Basis | Expected annual dividend yield | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant, measurement input | 0 | 0 | |
RTI warrants | Level 2 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 1,777 | $ 0 | |
Series A warrants | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | 28,214 | 20,357 | |
Series A warrants | Level 3 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | 28,214 | 0 | |
Series A warrants | Level 2 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | 0 | 20,357 | |
Series B Warrants | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | 8,150 | 0 | |
Series B Warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value | 8,150 | $ 6,802 | |
Series B Warrants | Level 3 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 0 | 0 | |
Series B Warrants | Level 3 | Fair Value Measurements on Recurring Basis | Expected annual dividend yield | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant, measurement input | 0 | 0 | |
Series B Warrants | Level 2 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 8,150 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - Level 3 Liabilities Measured at Fair Value (Details) - Level 3 - USD ($) $ in Thousands | 2 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Private warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 265 | |
Change in fair value | 88 | |
Ending balance | $ 353 | 353 |
RTI warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,437 | |
Change in fair value | 340 | |
Ending balance | 1,777 | 1,777 |
Series B Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 6,802 | |
Change in fair value | 1,348 | |
Ending balance | $ 8,150 | $ 8,150 |
AVAILABLE-FOR-SALE INVESTMENT_2
AVAILABLE-FOR-SALE INVESTMENTS - Investments by Major Security Type (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 0 | $ 48,244 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (20) | |
Total Fair Value | $ 0 | 48,226 |
Commercial Paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 46,069 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (20) | |
Total Fair Value | 46,049 | |
Corporate Bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,175 | |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | 0 | |
Total Fair Value | 2,177 | |
Municipal Bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 0 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total Fair Value | $ 0 |
AVAILABLE-FOR-SALE INVESTMENT_3
AVAILABLE-FOR-SALE INVESTMENTS - Investments by Contractual Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Amortized Cost | ||
Due within one year | $ 0 | $ 48,244 |
Due after one year through five years | 0 | 0 |
Amortized Cost | 0 | 48,244 |
Fair Value | ||
Due within one year | 0 | 48,226 |
Due after one year through five years | 0 | 0 |
Debt securities available for sale | $ 0 | $ 48,226 |
AVAILABLE-FOR-SALE INVESTMENT_4
AVAILABLE-FOR-SALE INVESTMENTS - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | ||
Other-than-temporary impairment losses recognized on available-for-sale securities | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | |||||||||||
Apr. 02, 2024 USD ($) | Mar. 14, 2024 USD ($) | Mar. 08, 2024 USD ($) | Jun. 16, 2023 USD ($) | Jul. 31, 2024 USD ($) | Jul. 01, 2024 USD ($) | Jun. 30, 2024 USD ($) | Feb. 23, 2024 DemandLetters | Feb. 05, 2024 DemandLetters | Oct. 27, 2023 Book Stockholder | Oct. 06, 2023 Stockholder Book | May 11, 2021 Classaction | |
Loss Contingencies [Line Items] | ||||||||||||
Number of class actions complaints filed | Classaction | 2 | |||||||||||
Unpaid invoices and retainage | $ 526,007.48 | |||||||||||
Denham-Blythe Arbitration | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Related to certain fee | $ 17,000,000 | |||||||||||
Other Matters | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of additional books received | Book | 2 | 2 | ||||||||||
Number of purported stockholders of the company | Stockholder | 2 | 2 | ||||||||||
Number of additional demand letters received | DemandLetters | 2 | 2 | ||||||||||
Theodore Lawsuit | Settled Litigation | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Littigation settled amount | $ 12,000,000 | |||||||||||
Ayers Derivative Lawsuit | Settled Litigation | Subsequent Event | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Littigation settled amount | $ 3,000,000 | |||||||||||
Attorneys fees | 1,750,000 | |||||||||||
Surety Bond | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Surety bond, amount | $ 25,000,000 | $ 25,000,000 | ||||||||||
Surety bond, term | 1 year | |||||||||||
Surety bond, renewal period | 1 year | |||||||||||
Surety Bond | Subsequent Event | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Surety bond, amount | $ 45,900,000 | |||||||||||
Insurance | Ayers Derivative Lawsuit | Subsequent Event | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Littigation settled amount | $ 3,000,000 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Leases [Abstract] | ||
impairment on right-of-use asset | $ 0.8 | $ 0.8 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 07, 2024 | Jul. 12, 2024 | May 07, 2024 |
Pure Plastic Bond | |||
Subsequent Event [Line Items] | |||
Long-term debt, gross | $ 94,300 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Long-term debt, gross | $ 1,000 | ||
Purchase price per bond | $ 800 | ||
Subsequent Event | Pure Plastic Bond | |||
Subsequent Event [Line Items] | |||
Long-term debt, gross | $ 22,500 | ||
Subsequent Event | Equipment Financing Arrangement | Varilease Finance, Inc. | |||
Subsequent Event [Line Items] | |||
Progress funding received amount | $ 6,500 | ||
Expected additional funding amount | $ 3,800 |