Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 | 5950 Hazeltine National Drive, | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Orlando | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32822 | |
City Area Code | 877 | |
Local Phone Number | 648-3565 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 163,506,449 | |
Amendment Flag | false | |
Entity Central Index Key | 0001830033 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 56,447 | $ 33,417 |
Debt securities available for sale | 158,513 | 167,365 |
Restricted cash – current | 100,048 | 141,855 |
Prepaid expenses and other current assets | 6,032 | 2,712 |
Total current assets | 321,040 | 345,349 |
Restricted cash – non-current | 101,023 | 88,586 |
Prepaid expenses and other non-current assets | 6,831 | 5,535 |
Operating lease right-of-use assets | 19,607 | 0 |
Property, plant and equipment, net | 438,586 | 225,214 |
TOTAL ASSETS | 887,087 | 664,684 |
CURRENT LIABILITIES | ||
Accounts payable | 7,100 | 1,401 |
Accrued expenses | 32,570 | 35,526 |
Accrued interest | 6,127 | 1,532 |
Total current liabilities | 45,797 | 38,459 |
NON-CURRENT LIABILITIES | ||
Deferred revenue | 5,000 | 5,000 |
Bonds payable | 233,254 | 232,508 |
Warrant liability | 66,265 | 6,113 |
Operating lease right-of-use liabilities | 17,126 | 0 |
Other non-current liabilities | 1,108 | 1,069 |
TOTAL LIABILITIES | 368,550 | 283,149 |
COMMITMENT AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Common shares - $0.001 par value, 250,000 shares authorized; 163,509 and 127,647 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 164 | 128 |
Additional paid-in capital | 752,559 | 539,423 |
Accumulated other comprehensive loss | (1,023) | (237) |
Accumulated deficit | (233,163) | (157,779) |
TOTAL STOCKHOLDERS' EQUITY | 518,537 | 381,535 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 887,087 | $ 664,684 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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) | 163,509,000 | 127,647,000 |
Common stock, shares outstanding (in shares) | 163,509,000 | 127,647,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Costs and expenses | ||||
Operating costs | $ 6,451 | $ 2,687 | $ 16,948 | $ 7,228 |
Research and development | 254 | 330 | 843 | 1,101 |
Selling, general and administrative | 14,382 | 24,489 | 42,083 | 39,372 |
Total operating costs and expenses | 21,087 | 27,506 | 59,874 | 47,701 |
Interest (income) expense | (1,102) | 1,843 | (834) | 5,722 |
Change in fair value of warrants | 14,884 | (8,369) | 16,224 | 4,893 |
Other expense (income) | 79 | (3) | 120 | (206) |
Total other expense (income) | 13,861 | (6,529) | 15,510 | 10,409 |
Net loss | $ (34,948) | $ (20,977) | $ (75,384) | $ (58,110) |
Loss per share | ||||
Basic (in usd per share) | $ (0.21) | $ (0.18) | $ (0.49) | $ (0.61) |
Diluted (in usd per share) | $ (0.21) | $ (0.18) | $ (0.49) | $ (0.61) |
Weighted average common shares | ||||
Basic (in shares) | 163,490 | 118,255 | 153,513 | 95,773 |
Diluted (in shares) | 163,490 | 118,255 | 153,513 | 95,773 |
Other comprehensive loss | ||||
Unrealized loss on debt securities available for sale | $ 14 | $ 89 | $ (800) | $ (17) |
Total comprehensive loss | $ (34,934) | $ (20,888) | $ (76,184) | $ (58,127) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Removal of beneficial conversion feature upon adoption of ASU 2020-06 | Common stock | Common stock Class A Common Units | Common stock Class C Profits Units | Preferred Stock Class B Preferred Units | Preferred Stock Class B-1 Preferred Units | Additional paid-in capital | Additional paid-in capital Removal of beneficial conversion feature upon adoption of ASU 2020-06 | Accumulated other comprehensive loss | Accumulated deficit | Accumulated deficit Removal of beneficial conversion feature upon adoption of ASU 2020-06 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 37,998,000 | 6,711,000 | 20,628,000 | 16,322,000 | |||||||
Beginning balance at Dec. 31, 2020 | $ 111,749 | $ (30,638) | $ 0 | $ 38 | $ 7 | $ 21 | $ 16 | $ 192,381 | $ (31,075) | $ 0 | $ (80,714) | $ 437 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity based compensation | 68 | 68 | ||||||||||
Net loss | (26,074) | (26,074) | ||||||||||
Issuance of units upon vesting of Legacy PCT profits interests (in shares) | 116,000 | |||||||||||
Issuance of units upon vesting of Legacy PCT profits interests | 239 | 239 | ||||||||||
Redemption of vested profit units (in shares) | (5,000) | |||||||||||
Redemption of vested profit units | (36) | (36) | ||||||||||
Merger Recapitalization (in shares) | (81,754,000) | (37,998,000) | (6,822,000) | (20,628,000) | (16,322,000) | |||||||
Merger Recapitalization | 0 | $ 82 | $ (38) | $ (7) | $ (21) | $ (16) | ||||||
ROCH Shares Recapitalized, Net of Redemptions, Warrant Liability and Issuance Costs of $28.0 million (in shares) | 34,823,000 | |||||||||||
ROCH Shares Recapitalized, Net of Redemptions, Warrant Liability and Issuance Costs of $28.0 million | 293,966 | $ 35 | 293,931 | |||||||||
Issuance of restricted stock awards (in shares) | 775,000 | |||||||||||
Issuance of restricted stock awards | 0 | $ 1 | (1) | |||||||||
Forfeiture of restricted stock (in shares) | (3,000) | |||||||||||
Forfeiture of restricted stock | 0 | $ (1) | 1 | |||||||||
Reclassification of redeemable warrant to liability | (33) | (33) | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 117,349,000 | 0 | 0 | 0 | 0 | |||||||
Ending balance at Mar. 31, 2021 | 349,241 | $ 117 | $ 0 | $ 0 | $ 0 | $ 0 | 455,475 | 0 | (106,351) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 37,998,000 | 6,711,000 | 20,628,000 | 16,322,000 | |||||||
Beginning balance at Dec. 31, 2020 | 111,749 | $ (30,638) | $ 0 | $ 38 | $ 7 | $ 21 | $ 16 | 192,381 | $ (31,075) | 0 | (80,714) | $ 437 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | $ (58,110) | |||||||||||
Issuance of units upon vesting of Legacy PCT profits interests (in shares) | 0 | |||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 118,251,000 | 0 | 0 | 0 | 0 | |||||||
Ending balance at Sep. 30, 2021 | $ 330,135 | $ 118 | $ 0 | $ 0 | $ 0 | $ 0 | 468,421 | (17) | (138,387) | |||
Beginning balance (in shares) at Mar. 31, 2021 | 117,349,000 | 0 | 0 | 0 | 0 | |||||||
Beginning balance at Mar. 31, 2021 | 349,241 | $ 117 | $ 0 | $ 0 | $ 0 | $ 0 | 455,475 | 0 | (106,351) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity based compensation | 835 | 835 | ||||||||||
Unrealized loss on available for sale debt securities | (106) | (106) | ||||||||||
Net loss | (11,059) | (11,059) | ||||||||||
Forfeiture of restricted stock (in shares) | (10,000) | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 117,339,000 | 0 | 0 | 0 | 0 | |||||||
Ending balance at Jun. 30, 2021 | 338,911 | $ 117 | $ 0 | $ 0 | $ 0 | $ 0 | 456,310 | (106) | (117,410) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share repurchase (in shares) | (131,000) | |||||||||||
Share repurchase | (1,695) | (1,695) | ||||||||||
Equity based compensation (in shares) | 26,000 | |||||||||||
Equity based compensation | 13,611 | 13,611 | ||||||||||
Unrealized loss on available for sale debt securities | 89 | 89 | ||||||||||
Net loss | (20,977) | (20,977) | ||||||||||
Issuance of restricted stock awards (in shares) | 1,000,000 | |||||||||||
Issuance of restricted stock awards | 0 | $ 1 | (1) | |||||||||
Exercise of warrants (in shares) | 17,000 | |||||||||||
Exercise of warrants | 196 | 196 | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 118,251,000 | 0 | 0 | 0 | 0 | |||||||
Ending balance at Sep. 30, 2021 | 330,135 | $ 118 | $ 0 | $ 0 | $ 0 | $ 0 | 468,421 | (17) | (138,387) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 127,647,000 | 0 | 0 | 0 | 0 | |||||||
Beginning balance at Dec. 31, 2021 | 381,535 | $ 128 | $ 0 | $ 0 | $ 0 | $ 0 | 539,423 | (237) | (157,779) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock (in shares) | 35,714,000 | |||||||||||
Issuance of common stock | 205,296 | $ 35 | 205,261 | |||||||||
Share repurchase (in shares) | (130,000) | |||||||||||
Share repurchase | (1,049) | (1,049) | ||||||||||
Equity based compensation (in shares) | 3,000 | |||||||||||
Equity based compensation | 3,171 | 3,171 | ||||||||||
Unrealized loss on available for sale debt securities | (340) | (340) | ||||||||||
Net loss | (25,432) | (25,432) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 163,234,000 | 0 | 0 | 0 | 0 | |||||||
Ending balance at Mar. 31, 2022 | 563,181 | $ 163 | $ 0 | $ 0 | $ 0 | $ 0 | 746,806 | (577) | (183,211) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 127,647,000 | 0 | 0 | 0 | 0 | |||||||
Beginning balance at Dec. 31, 2021 | 381,535 | $ 128 | $ 0 | $ 0 | $ 0 | $ 0 | 539,423 | (237) | (157,779) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | $ (75,384) | |||||||||||
Issuance of units upon vesting of Legacy PCT profits interests (in shares) | 0 | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 163,509,000 | 0 | 0 | 0 | 0 | |||||||
Ending balance at Sep. 30, 2022 | $ 518,537 | $ 164 | $ 0 | $ 0 | $ 0 | $ 0 | 752,559 | (1,023) | (233,163) | |||
Beginning balance (in shares) at Mar. 31, 2022 | 163,234,000 | 0 | 0 | 0 | 0 | |||||||
Beginning balance at Mar. 31, 2022 | 563,181 | $ 163 | $ 0 | $ 0 | $ 0 | $ 0 | 746,806 | (577) | (183,211) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share repurchase (in shares) | (2,000) | |||||||||||
Share repurchase | (17) | (17) | ||||||||||
Equity based compensation (in shares) | 50,000 | |||||||||||
Equity based compensation | 3,267 | 3,267 | ||||||||||
Unrealized loss on available for sale debt securities | (460) | (460) | ||||||||||
Net loss | (15,004) | (15,004) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 163,282,000 | 0 | 0 | 0 | 0 | |||||||
Ending balance at Jun. 30, 2022 | 550,967 | $ 163 | $ 0 | $ 0 | $ 0 | $ 0 | 750,056 | (1,037) | (198,215) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share repurchase (in shares) | (71,000) | |||||||||||
Share repurchase | (506) | (506) | ||||||||||
Equity based compensation (in shares) | 298,000 | |||||||||||
Equity based compensation | 3,010 | $ 1 | 3,009 | |||||||||
Unrealized loss on available for sale debt securities | 14 | 14 | ||||||||||
Net loss | (34,948) | (34,948) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 163,509,000 | 0 | 0 | 0 | 0 | |||||||
Ending balance at Sep. 30, 2022 | $ 518,537 | $ 164 | $ 0 | $ 0 | $ 0 | $ 0 | $ 752,559 | $ (1,023) | $ (233,163) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 28 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (75,384) | $ (58,110) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Equity-based compensation | 9,448 | 14,753 |
Fair value change of warrants | 16,224 | 4,893 |
Depreciation expense | 2,583 | 1,507 |
Amortization of debt issuance costs and debt discounts | 746 | 2,208 |
(Accretion) amortization of (discount) premium on debt securities | (235) | 395 |
Operating lease amortization expense | 964 | 0 |
Issuance costs attributable to warrants | 0 | 109 |
Gain on extinguishment of secured term loan | 0 | (314) |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (3,320) | (2,347) |
Prepaid expenses and other non-current assets | (1,296) | (2,917) |
Accounts payable | 827 | (399) |
Accrued expenses | 491 | (9,554) |
Accrued interest | 324 | 2,819 |
Deferred revenue | 0 | 5,000 |
Operating right-of-use liabilities | (1,536) | 0 |
Net cash used in operating activities | (50,164) | (41,957) |
Cash flows from investing activities | ||
Construction of plant | (212,095) | (88,153) |
Purchase of debt securities, available for sale | (192,388) | (229,183) |
Sale and maturity of debt securities, available for sale | 200,689 | 44,197 |
Net cash used in investing activities | (203,794) | (273,139) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 206,072 | 0 |
Proceeds from issuance of warrants | 43,929 | 0 |
Payments to repurchase shares | (1,572) | 0 |
Common stock issuance costs | (775) | 0 |
Other (payments) proceeds from financing activities | (36) | 160 |
Proceeds from ROCH and PIPE financing, net of issuance costs | 0 | 298,461 |
Bond issuance costs | 0 | (4,067) |
Convertible notes issuance costs | 0 | (480) |
Net cash provided by financing activities | 247,618 | 294,074 |
Net decrease in cash and restricted cash | (6,340) | (21,022) |
Cash and restricted cash, beginning of period | 263,858 | 330,574 |
Cash and restricted cash, end of period | 257,518 | 309,552 |
Non-cash operating activities | ||
Interest paid during the period, net of capitalized interest | 650 | 845 |
Non-cash investing activities | ||
Additions to property, plant, and equipment in accrued expenses | 22,059 | 25,300 |
Additions to property, plant, and equipment in accounts payable | 3,267 | 1,425 |
Additions to property, plant, and equipment in accrued interest | 4,271 | 1,708 |
Non-cash financing activities | ||
Initial fair value of acquired warrant liability | 0 | 4,604 |
Share repurchase — additions to accrued expense | 0 | 1,695 |
PIK interest on convertible notes | $ 0 | $ 1,680 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | 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. 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. Private Placement Offering 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. The Company received approximately $250.0 million in gross proceeds from the 2022 PIPE Offering. The Company incurred approximately $0.8 million of expenses primarily related to advisory fees in conjunction with the 2022 PIPE Offering. Refer to Note 6 – Warrants for further information. 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 Securities and Exchange Commission (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 nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2022. 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. Reclassifications Certain amounts in prior periods have been reclassified to conform with the report classifications of the nine months ended September 30, 2022 and 2021. Potential Impact of COVID-19 on the Company’s Business The extent to which the COVID-19 pandemic and the restrictions resulting from the pandemic will continue to impact the Company’s business, financial condition or results of operations will depend on future developments, which are highly uncertain and cannot be accurately predicted. The Company has implemented certain policies and procedures to continue its operations in light of the COVID-19 pandemic and the restrictions resulting from the pandemic. Liquidity The Company has sustained recurring losses and negative cash flows from operations since its inception. As reflected in the accompanying condensed consolidated interim financial statements, the Company has not yet begun commercial operations and does not have any sources of revenue. The following is a summary of the components of our current liquidity (in thousands): As of September 30, 2022 December 31, 2021 Cash and cash equivalents $ 56,447 $ 33,417 Debt securities available for sale $ 158,513 $ 167,365 Unrestricted liquidity $ 214,960 $ 200,782 Less: Other Ironton set-aside $ 54,560 $ 50,713 Available unrestricted liquidity $ 160,400 $ 150,069 Restricted Cash (current and non-current) $ 201,071 $ 230,441 Working capital $ 275,243 $ 306,890 Accumulated deficit $ (233,163) $ (157,779) For the nine months ended September 30, 2022 September 30, 2021 Net loss $ (75,384) $ (58,110) As of September 30, 2022, we had $160.4 million of Available Unrestricted Liquidity. The Ironton set-aside amount of $54.6 million, together with the Liquidity Reserve of $50.2 million, relates to the Ironton Guaranty that requires PureCycle to maintain at least $100.0 million of cash on its balance sheet in addition to other required operational reserves of $4.6 million. A portion of this Guaranty requirement will be released when certain conditions have been met (r efer to Note 3 – Notes Payable and Debt Instruments for further information ). We believe additional Ironton construction costs will be incurred of approximately $75.0 million. However, the additional costs include a $12.0 million construction performance guarantee that will only be paid once our independent engineering firm has certified the Ironton Facility. We also have other net capital commitments of approximately $8.6 million and have ongoing monthly costs associated with managing the company. We maintain our belief that the Ironton Facility will be cash generating in the first half of 2023. But, with no certainty related to the results of operational start-up, or certainty related to raising additional capital to fund our planned growth or general corporate purposes, we are limiting our hiring practices and restricting cash expenditures consistent with our Available Unrestricted Liquidity. Currently, we believe we have adequate available liquidity to maintain operations for the next twelve months. Market conditions remain challenging, and the Company now faces uncertainty as to the timing or likelihood of success of the currently anticipated project financing for the Augusta Facility, which will, initially, include two purification lines and three PreP facilities. As a result, we are currently pursuing various structures for project financing of our Augusta Facility, including the PreP facilities, in addition to the previously announced debt financing. While we remain confident in our ability to finance the Augusta Facility, we are limiting our expenses and adjusting our timeline in light of this uncertainty. As noted, this cash has either been spent, has been moved to Restricted Cash or is reflected in the other net capital commitments of approximately $8.6 million noted above. Our future capital requirements will depend on many factors, including actual construction costs for the Ironton Facility, 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 challenges or unforeseen circumstances. As a pre-revenue operating company, we continually review our cash outlays, pace of hiring, professional services and other spend, and capital commitments to pro-actively manage those needs in tandem with our Available Unrestricted Liquidity balance. For our future growth and investment, we expect to seek additional debt or equity financing from outside sources, which we may not be able to raise on terms favorable to us, or at all. If we are unable to raise additional debt or sell additional equity when desired, or if we are unable to manage our cash outflows, our business, financial condition, and results of operations would be adversely affected. Emerging Growth Company At September 30, 2022, we qualified as an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we have taken and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have opted to take advantage of such extended transition period available to emerging growth companies which means that when a standard is issued or revised and it has different application dates for public or private companies, we can adopt the new or revised standard at the time private companies adopt the new or revised standard. PCT will become a large accelerated filer for the fiscal year ending December 31, 2022, and as such PCT will lose emerging growth status on December 31, 2022. As of December 31, 2022, PCT will be required to adopt new or revised accounting standards when they are applicable to public companies that are not emerging growth companies and will be required to comply with, among other things, the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. For as long as PCT continues to be an emerging growth company, however, PCT intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at date of inception to be cash and cash equivalents. As of September 30, 2022, the Company’s cash and cash equivalents balance represents cash and money market funds deposited with financial institutions, as well as commercial paper with maturities of 90 days or less at acquisition. As of December 31, 2021, the Company’s cash and cash equivalents balance represents cash and money market funds deposited with financial institutions. These balances may exceed federally insured limits; however, the Company believes the risk of loss is low. Actively traded money market funds are measured at their net asset value (“NAV”) and classified as Level 1. The Company’s remaining cash equivalents are classified as Level 2 and measured at amortized cost, which is a reasonable estimate of fair value because of the short time between the purchase of the instrument and its expected realization. Investments The Company accounts for its investment in Debt Securities in accordance with ASC 320, Investments – Debt Securities . 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. All investment holdings as of September 30, 2022 and December 31, 2021 have been classified as Available for Sale. The Company classifies its Debt Securities investments as current assets as they are highly liquid and the related funds are available for use in current operations. Income Taxes To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in other jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. Furthermore, in December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The new guidance affects general principles within Topic 740, Income Taxes . The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The Company adopted the ASU during the first quarter of 2021 using a prospective approach. The adoption of the ASU did not have a material impact on the Company’s condensed consolidated financial statements. Warrants The Company evaluates all of its financial instruments, including issued warrants, to determine if such instruments are liability classified, pursuant to ASC 480 - Distinguishing Liabilities from Equity (“ASC 480”) or derivatives or contain features that qualify as embedded derivatives pursuant to ASC 815 – Derivatives and Hedging (“ASC 815”). The classification of instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Issuance costs incurred with the Business Combination that are attributable to liability classified warrants are expensed as incurred. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 84 2, Leases , was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Furthermore, on June 3, 2020, the FASB deferred by one year the effective date of the new leases standard for private companies, private not-for-profits (“NFPs”) and public NFPs that have not yet issued (or made available for issuance) financial statements reflecting the new standard. The Company adopted Topic 842 and applicable technical updates as of January 1, 2022 using the modified retrospective transition method. See Note 14 for further details. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU 2016-13”), which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company's financial statements and does not expect it to have a material impact on the consolidated financial statements. |
NOTES PAYABLE AND DEBT INSTRUME
NOTES PAYABLE AND DEBT INSTRUMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND DEBT INSTRUMENTS | NOTES PAYABLE AND DEBT INSTRUMENTS Convertible Notes On October 6, 2020, Legacy PCT entered into a Senior Notes Purchase Agreement (the “Agreement”) with certain investors. The Agreement provides for the issuance of Senior Convertible Notes (the “Notes” or “Convertible Notes”), which have an interest rate of 5.875% and mature on October 15, 2022 (the “Maturity Date”). The initial closing took place on the date of the Indenture on October 7, 2020 (the “First Closing”), upon which $48.0 million in aggregate principal of Notes were issued to the Investors (“the Magnetar Investors”). The Agreement also includes an obligation for the Company to issue and sell, and for each of the Magnetar Investors to purchase, Notes in the principal amount of $12.0 million within 45 days after the Company enters into the Merger Agreement as defined in Note 1 (“Second Closing Obligation”). On December 29, 2020, the remaining Notes were purchased in accordance with the Agreement. The first and second interest payments of $1.7 million and $1.8 million, respectively, were due on April 15, 2021 and October 15, 2021, respectively, and were paid entirely in kind, which increased the principal amount of the Notes by $3.5 million (“PIK Interest”). The Notes were convertible through the Maturity Date at the option of the holder. During the fourth quarter of 2021, the entire $63.5 million principal balance of the Notes was converted into 9.2 million shares of common stock. The conversion increased common stock and Additional paid-in capital by $61.8 million, which represents the converted principal $63.5 million and forfeited interest of $0.1 million, offset by remaining capitalized issuance costs of $1.8 million. The following provides a summary of the interest expense of PCT’s convertible debt instruments (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Contractual interest expense $ — $ 906 $ — $ 2,689 Amortization of deferred financing costs — 466 — 1,546 Effective interest rate — % 9.0 % — % 9.0 % Revenue Bonds On October 7, 2020, the Southern Ohio Port Authority (“SOPA”) issued certain revenue bonds (“Bonds” or “Revenue Bonds”) pursuant to an Indenture of Trust dated as of October 1, 2020 (“Indenture”), between SOPA and UMB Bank, N.A., as trustee (“Trustee”), and loaned the proceeds from their sale to PureCycle: Ohio LLC, an Ohio limited liability company (“PCO”), pursuant to a loan agreement dated as of October 1, 2020 between SOPA and PCO (“Loan Agreement”), to be used to (i) acquire, construct and equip the Ironton Facility; (ii) fund a debt service reserve fund for the Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020A Bonds (“Series 2020A Bonds”); (iii) finance capitalized interest; and (iv) pay the costs of issuing the Bonds. The Bonds were offered in three series, including (i) Series 2020A Bonds; (ii) Subordinate Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020B; and (iii) Subordinate Exempt Facility Revenue Bonds (PureCycle Project), Taxable Series 2020C. (in thousands) Bond Series Term Principal Amount Interest Rate Maturity Date 2020A A1 $ 12,370.00 6.25 % December 1, 2025 2020A A2 $ 38,700.00 6.50 % December 1, 2030 2020A A3 $ 168,480.00 7.00 % December 1, 2042 2020B B1 $ 10,000.00 10.00 % December 1, 2025 2020B B2 $ 10,000.00 10.00 % December 1, 2027 2020C C1 $ 10,000.00 13.00 % December 1, 2027 The proceeds of the Bonds and certain equity contributions have been placed in various trust funds and non-interest-bearing accounts established and administered by the Trustee under the Indenture. Before each disbursement of amounts in the Project Fund held by the Trustee under the Indenture, PCO is required to submit to the Trustee a requisition for funds to be disbursed outlining the specified purpose of the disbursement and substantiating the expenditure. In addition, 100% of revenue attributable to the production of the Ironton Facility must be deposited into an operating revenue escrow fund held by U.S. Bank Trust Company, National Association, as escrow agent. Funds in the trust accounts and operating revenue escrow account will be disbursed by the Trustee when certain conditions are met, and will be used to pay costs and expenditures related to the development of the Ironton Facility, make required interest and principal payments (including sinking fund redemption amounts) and pay any premium, in certain circumstances required under the Indenture, to redeem the Bonds. At closing of the Bonds, Legacy PCT contributed $60.0 million in equity and executed a Guaranty of Completion dated as of October 1, 2020 (“Guaranty”) and PureCycle and certain affiliates contributed an additional $40.0 million in equity upon the Closing of the Business Combination. Under the Guaranty, PureCycle funded a $50.0 million liquidity reserve for the Ironton Facility (“Liquidity Reserve”) and deposited that amount upon the Closing of the Business Combination in an escrow account held by U.S. Bank Trust Company, National Association, as escrow agent. In addition, the Guaranty requires that PureCycle maintain at least $75.0 million of cash on its balance sheet as of July 31, 2021 and $100.0 million of cash on its balance sheet as of January 31, 2022, in each case, inclusive of the Liquidity Reserve. The Company met these requirements and continues to maintain that cash balance at September 30, 2022. The Guaranty was amended and restated in May 2021 (“ARG”) to include a requirement, among others, that PureCycle replenish the Liquidity Reserve at the level of $50.0 million until completion of the Ironton Facility and the payment of all Project costs and until conditions relating to certain supply and offtake agreements have been met. Thereafter, the Liquidity Reserve amount will be reduced as provided in the ARG and PureCycle will not be required to replenish the reduced Liquidity Reserve. When all conditions to reducing the Liquidity Reserve to $25.0 million have been met, the reduced Liquidity Reserve without the obligation of replenishment will remain in place so long as any Series 2020A Bonds remain outstanding under the Indenture. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Common Stock Holders of PCT common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders do not have cumulative voting rights in the election of directors. Upon the Company’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of the Company’s common stock will be entitled to receive pro rata the Company’s remaining assets available for distribution. Holders of the Company’s common stock do not have preemptive, subscription, redemption or conversion rights. All shares of the Company’s common stock are fully paid and non-assessable. The Company is authorized to issue 250.0 million shares of common stock with a par value of $0.001. As of September 30, 2022, and December 31, 2021, 163.51 million and 127.65 million shares are issued and outstanding, respectively. Preferred Stock As of September 30, 2022, the Company is authorized to issue 25.0 million shares of preferred stock with a par value of $0.001, of which no shares are issued and outstanding. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | 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 of the Company. As of September 30, 2022, approximately 8.3 million shares of common stock are currently authorized for issuance under the Plan, of which approximately 6.5 million shares remain available for issuance under the Plan (assuming maximum performance with respect to the applicable 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. For RSUs issued prior to approval of 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. Fair value of the RSUs is estimated on the date of grant using the Black-Scholes option-pricing model using the following assumptions: September 30, 2022 September 30, 2021 Expected annual dividend yield — % — % Expected volatility — % 49.1 % Risk-free rate of return — % 0.1 % Expected option term (years) 0 0.2 The expected term of the shares granted was determined based on the period of time the shares are expected to be outstanding. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility was based on the Company’s capital structure and volatility of similar entities referred to as guideline companies. In determining similar entities, the Company considered industry, stage of life cycle, size and financial leverage. 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 for the nine months ending September 30, 2021 was determined using an initial public offering scenario. On December 11, 2021, the Company and Michael Dee entered into a separation agreement (the “Separation Agreement”), which sets forth the terms of his transition and certain benefits he is eligible to receive, including continued vesting of 667.0 thousand RSU awards from his July 8, 2021 RSU Agreement, 50% of which vested on March 17, 2022 with the other 50% vesting upon commissioning of the Company’s first commercial plant. This was accounted for as an equity award modification under ASC 718, which resulted in adjustment of the award value to reflect the fair value at the modification date and acceleration of the recognition schedule to match his remaining service period, which ended on January 15, 2022 (the “Separation Date”). A summary of restricted stock activity for the nine months ended September 30, 2022 and 2021 is as follows (in thousands except per share data): Number of RSU's Weighted average grant date fair value Weighted average remaining recognition period Non-vested at December 31, 2020 762 $ 1.39 2.12 Granted 2,353 18.88 Vested (699) 9.83 Forfeited (26) 3.92 Non-vested at September 30, 2021 2,390 $ 16.12 2.63 Number of RSU's Weighted average grant date fair value Weighted average remaining recognition period Non-vested at December 31, 2021 2,671 $ 14.33 3.38 Granted 1,395 7.61 Vested (872) 6.47 Forfeited (441) 9.78 Non-vested at September 30, 2022 2,753 $ 11.52 2.93 Equity-based compensation cost is recorded within the selling, general and administrative expenses in the condensed consolidated statements of comprehensive loss, and totaled approximately $2.4 million and $9.2 million for the three months ended September 30, 2022 and 2021, respectively, and $8.7 million and $9.7 million for the nine months ended September 30, 2022 and 2021, respectively. 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: September 30, 2022 September 30, 2021 Expected annual dividend yield — % — % Expected volatility — % 47.5 % Risk-free rate of return — % 0.7 % Expected option term (years) 0 4.5 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 was based on the Company’s capital structure and volatility of similar entities referred to as guideline companies. In determining similar entities, the Company considered industry, stage of life cycle, size and financial leverage. 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. The Separation Agreement included provisions for accelerated vesting of 613.0 thousand Stock Options previously granted on March 17, 2021, which were scheduled to vest in equal installments on each anniversary date for three years after the date of grant and vested in full at the Separation Date. This was accounted for as an equity award modification under ASC 718, which resulted in adjustment of the award value to reflect the fair value at the modification date and acceleration of the recognition schedule to match his remaining service period, which ends on the Separation Date. A summary of stock option activity for the nine months ended September 30, 2022 and 2021 is as follows (in thousands except per share data): Number of Options Weighted Average Exercise Price Weighted Balance, December 31, 2020 — $ — — Granted 613 28.90 7.00 Exercised — — — Forfeited — — — Balance, September 30, 2021 613 $ 28.90 6.46 Number of Options Weighted Average Exercise Price Weighted Balance, December 31, 2021 613 $ 28.90 6.21 Granted — — — Exercised — — — Forfeited — — — Balance, September 30, 2022 613 $ 28.90 4.30 Exercisable 613 — — Equity-based compensation cost is recorded within the selling, general and administrative expenses within the condensed consolidated statements of comprehensive loss, and totaled $0 and $583 thousand for the three months ended September 30, 2022 and 2021, respectively. The Company recorded a benefit of approximately $158 thousand for the nine months ended September 30, 2022 due to fair value adjustments related to modification under the Separation Agreement, and expense of $1.3 million for the nine months ended September 30, 2021. The weighted average grant-date fair values of options granted during the nine months ended September 30, 2022 and 2021 were $0 and $11.41, respectively. There were no stock options exercised during 2022 or 2021. 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 of Directors (the “Board”), subject to the participant’s continued employment with the Company. The Company has also issued PSUs 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 1.0 million and 424 thousand PSUs for the nine months ended September 30, 2022, and 2021, respectively. As of September 30, 2022, 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 is recognized 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. The Separation Agreement included provisions for continued vesting of 200.0 thousand Market PSU awards from the July 8, 2021 PSU Agreement, which will vest if the market price of the Company’s common stock exceeds a defined target during the performance period. This was accounted for as an equity award modification under ASC 718. As the fair value of the award at the date of modification was less than the grant date fair value and all cost for these awards was recognized prior to the modification, there was no impact related to the modified awards. A summary of the PSU activity for the nine months ended September 30, 2022 and 2021 is as follows (in thousands except per share data): Number of PSUs Weighted Average Exercise Price Weighted average remaining recognition period Balance, December 31, 2020 — $ — — Granted 424 18.65 Vested — — Forfeited — — Balance, September 30, 2021 424 $ 18.65 2.00 Number of PSUs Weighted Average Exercise Price Weighted average remaining recognition period Balance, December 31, 2021 424 $ 18.65 2.00 Granted 1,020 7.53 Vested — — Forfeited (382) 10.59 Balance, September 30, 2022 1,062 $ 10.86 1.87 Equity-based compensation cost is recorded within the selling, general and administrative expenses within the consolidated statements of comprehensive loss, and totaled approximately $637 thousand and $3.5 million for the three months ended September 30, 2022 and 2021, respectively, and $906 thousand and $3.5 million for the nine months ended September 30, 2022 and 2021, respectively. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
WARRANTS | 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 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 statements of comprehensive loss. A summary of the RTI warrant activity for the nine months ended September 30, 2022 and 2021 is as follows (in thousands, except per share data, as adjusted to show the effect of the reverse recapitalization as described in Note 1): Number of warrants Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding at December 31, 2020 971 $ 5.56 $ 0.03 4.00 Granted — — — — Exercised — — — — Outstanding at September 30, 2021 971 $ 5.56 $ 0.03 3.25 Exercisable 971 Number of warrants Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding at December 31, 2021 971 $ 5.56 $ 0.03 3.00 Granted — — — — Exercised — — — — Outstanding at September 30, 2022 971 $ 5.56 $ 0.03 2.25 Exercisable 971 The Company recognized $1.2 million of expense and $0.6 million of benefit for the three and nine months ended September 30, 2022, respectively, and $6.8 million of benefit and $8.2 million of expense for the three and nine months ended September 30, 2021, respectively. Refer to Note 11 – 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 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 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 approximately 5.7 million Public Warrants and 0.2 million Private Placement Warrants outstanding at September 30, 2022 and 2021. The Company recognized $0.2 million and $0 of expense related to the change in fair value of the Private Warrants for the three and nine months ended September 30, 2022, respectively, and $1.6 million and $3.3 million of benefit for the three and nine months ended September 30, 2021, respectively. Refer to Note 11 – Fair Value of Financial Instruments for further information. Series A Warrants Upon the closing of the 2022 PIPE Offering, the Company issued approximately 17.9 million Series A Warrants to the 2022 PIPE Investors to purchase shares of the Company’s 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 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 September 30, 2022, there were approximately 17.9 million Series A Warrants outstanding. The Company recognized $13.4 million and $16.8 million of expense for the three and nine months ended September 30, 2022, respectively. Refer to Note 11 – Fair Value of Financial Instruments for further information. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 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 nine months ended September 30, 2022 and 2021 (in thousands, except per share data): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (34,948) $ (20,977) $ (75,384) $ (58,110) Denominator: Weighted average common shares outstanding, basic and diluted 163,490 118,255 153,513 95,773 Net loss per share attributable to common stockholder, basic and diluted $ (0.21) $ (0.18) $ (0.49) $ (0.61) |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 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: As of September 30, 2022 (in thousands) Cost Accumulated Depreciation Net Book Value Building $ 12,029 $ 926 $ 11,103 Machinery and equipment 21,557 5,960 15,597 Leasehold Improvements 2,957 641 2,316 Fixtures and Furnishings 529 64 465 Land improvements 150 20 130 Land 1,150 — 1,150 Construction in process 407,825 — 407,825 Total property, plant and equipment $ 446,197 $ 7,611 $ 438,586 As of December 31, 2021 (in thousands) Cost Accumulated Net Book Value Building $ 12,029 $ 695 $ 11,334 Machinery and equipment 20,016 4,183 15,833 Leasehold Improvements 2,902 154 2,748 Fixtures and Furnishings 104 37 67 Land improvements 150 12 138 Land 1,150 — 1,150 Construction in process 193,944 — 193,944 Total property, plant and equipment $ 230,295 $ 5,081 $ 225,214 Depreciation expense is recorded within operating costs in the condensed consolidated statements of comprehensive loss and amounted to $0.9 million and $0.5 million for the three months ended September 30, 2022 and 2021, respectively and $2.6 million and $1.5 million for the nine months ended September 30, 2022 and 2021, respectively . |
DEVELOPMENT PARTNER ARRANGEMENT
DEVELOPMENT PARTNER ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Collaborative Arrangements And Noncollaborative Arrangement Transaction [Abstract] | |
DEVELOPMENT PARTNER ARRANGEMENTS | DEVELOPMENT PARTNER ARRANGEMENTS License Agreements On October 16, 2015, Legacy PCT entered into a patent license agreement with P&G (the “Original Patent License Agreement”). Legacy PCT and P&G entered into an Amended and Restated Patent License Agreement on July 28, 2020 (the “Amended and Restated Patent License Agreement”). PCT and P&G entered into a side letter agreement on February 12, 2021 amending certain provisions of the Amended and Restated License Agreement (the “Side Letter Agreement” and, together with the Original Patent License Agreement and the Amended and Restated Patent License Agreement, the “License Agreement”). The License Agreement outlines three phases with specific deliverables for each phase. During Phase 1 of the License Agreement, P&G provided Legacy PCT with up to one full-time employee to assist in the execution of Legacy PCT’s research and development activities. During Phase 2, P&G provided up to two full-time employees to assist in the execution of Legacy PCT’s research and development activities. In April 2019, Legacy PCT elected to enter into Phase 3 of the License Agreement and prepaid a royalty payment in the amount of $2.0 million, which will be reduced against future royalties payable as sales occur. Phase 3 of the License Agreement relates to the commercial manufacture period for the manufacture of the licensed product. This phase includes the construction of the first commercial plant for the manufacture of the licensed product, details on the commercial sales capacity and the pricing of the licensed product to P&G and to third parties. Where the Company has made royalty payments to its product development partners, the Company expenses such payments as incurred unless it has determined that is it probable that such prepaid royalties have future economic benefit to the Company. In such cases prepaid royalties will be reduced as royalties would otherwise be due to the partners. As of September 30, 2022 and December 31, 2021, the Company is in Phase 3 of the License Agreement and has recorded $2.0 million within prepaid expenses and other non-current assets in the condensed consolidated balance sheets. On November 13, 2019, Legacy PCT entered into a patent sublicense agreement with Impact Recycling Limited (“Impact”) through the term of the patents. The agreement outlines an initial license fee of $2.5 million and royalties on production using the license. In 2020, Legacy PCT paid $0.9 million of the initial license fee, and during the nine months ended September 30, 2021, the Company paid the remaining $1.6 million of the initial fee. The initial license fee of $2.5 million is recorded in prepaid expenses and other non-current assets in the condensed consolidated balance sheets and will be ratably amortized over the term of the underlying patent using the straight-line method. In May 2021, the Company began using the technology covered by the Impact agreement and commenced amortization as of this date. Block and Release Agreement On June 23, 2020, Legacy PCT entered into a block and release agreement with Total Petrochemicals & Refining S.A./N.V. (“Total”). Upon execution of the agreement, Total made a prepayment consisting of a payment of $5.0 million for future receipt of resin consisting of recycled polypropylene (“recycled PP”). The prepayment was placed in an escrow account until the “release condition” of the Company closing the bond offering and overall capital funding of at least $370.0 million has occurred. After the Company successfully raised the required capital, the $5.0 million was released to the Company in 2021 and recorded as deferred revenue in the condensed consolidated balance sheets. Strategic Alliance Agreement On December 13, 2018, Legacy PCT entered into a strategic alliance agreement with Nestle Ltd. (“Nestle”), which expires on December 31, 2023. Upon execution of the agreement, Nestle committed to provide $1.0 million to fund further research and development efforts. The funding provided by Nestle may be convertible, in whole or in part, into a prepaid product purchase arrangement at Nestle’s option, upon the time of product delivery beginning in 2021. Additionally, because the research and development efforts were not successful as of December 31, 2020, up to 50% of the funding may be convertible into a 5-year term loan obligation, payable to Nestle at an interest rate equivalent to the U.S. prime rate. As of the issuance of these statements, Nestlé has not elected to convert any funding into a term loan. PCT received the funding from Nestle on January 8, 2019. The Company has recorded $1.0 million as a deferred research and development obligation within other non-current liabilities in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. Recognition related to the funding received will be deferred until it is probable that Nestle will not exercise their option. If the prepaid product purchase option is exercised, the obligation will be recognized as an adjustment to the transaction price of future product sales (e.g., net revenue presentation). If the option is not exercised, or in the case of development efforts not being successful, any amounts not converted to a loan obligation will be recognized as a reduction to research and development costs. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe 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 September 30, 2022 and 2021, 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 | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 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 September 30, 2022 and December 31, 2021, 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): September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 41,404 $ 9,967 $ — $ 51,371 $ 27,389 $ — $ — $ 27,389 Investments: Commercial paper, available for sale — 52,408 — 52,408 — 76,930 — 76,930 Corporate Bonds, available for sale — 96,762 — 96,762 — 84,588 — 84,588 Municipal bonds, available for sale — 9,343 — 9,343 — 5,847 — 5,847 Total investments — 158,513 — 158,513 — 167,365 — 167,365 Total assets $ 41,404 $ 168,480 $ — $ 209,884 $ 27,389 $ 167,365 $ — $ 194,754 Liabilities Warrant liability: RTI warrants $ — $ — $ 4,622 $ 4,622 $ — $ — $ 5,175 $ 5,175 Private warrants — — 929 929 — — 938 938 Series A warrants — 60,714 — 60,714 — — — — Total warrant liability $ — $ 60,714 $ 5,551 $ 66,265 $ — $ — $ 6,113 $ 6,113 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: September 30, 2022 December 31, 2021 Expected annual dividend yield — % — % Expected volatility 94.2 % 69.5 % Risk-free rate of return 4.16 % 1.14 % Expected option term (years) 3.5 4.22 The expected term of the warrants granted are 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 was 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 $0.9 million and $0.9 million on September 30, 2022 and December 31, 2021, respectively. A summary of the private warrants activity from December 31, 2021 to September 30, 2022 is as follows: Fair value (Level 3) Balance at December 31, 2021 $ 938 Change in fair value (9) Balance at September 30, 2022 $ 929 Refer to Note 6 – Warrants for further information. Measurement of the RTI warrants Significant changes in any of the significant unobservable inputs in isolation would not result in a materially different fair value estimate. The interrelationship between these inputs is insignificant. The Company has determined its warrant 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: September 30, 2022 December 31, 2021 Expected annual dividend yield — % — % Expected volatility 96.7 % 59.6 % Risk-free rate of return 4.18 % 0.97 % Expected option term (years) 2.25 3.0 The expected term of the warrants granted are 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. For September 30, 2022, the expected volatility was calculated based on the specific volatility of PCT’s publicly-traded common stock. For December 31, 2022, the expected volatility was based on the Company’s capital structure and volatility of similar entities referred to as guideline companies. 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 for nine months ended September 30, 2022 are as follows (in thousands): Fair value Balance at December 31, 2021 $ 5,175 Change in fair value (553) Balance at September 30, 2022 $ 4,622 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. The Series A Warrants were initially valued at $43.9 million upon closing of the 2022 PIPE Offering. 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. |
AVAILABLE-FOR-SALE INVESTMENTS
AVAILABLE-FOR-SALE INVESTMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
AVAILABLE-FOR-SALE INVESTMENTS | AVAILABLE-FOR-SALE INVESTMENTS The Company classifies its investments in debt securities as available-for-sale. Debt securities are comprised of highly liquid investments with minimum “A” rated securities and, as of September 30, 2022, consist of corporate entity commercial paper and securities and municipal bonds. The debt securities are reported at fair value with unrealized gains or losses recorded in accumulated other comprehensive income in the condensed consolidated balance sheets. Refer to Note 11, "Fair Value of Financial Instruments," for information related to the fair value measurements and valuation methods utilized. The following table represents the Company’s available-for-sale investments by major security type as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Fair Value Commercial Paper $ 52,730 $ — $ (322) $ 52,408 Corporate Bonds 97,366 — (604) 96,762 Municipal Bonds 9,440 — (97) 9,343 Total $ 159,536 $ — $ (1,023) $ 158,513 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Fair Value Commercial Paper $ 76,961 $ — $ (31) $ 76,930 Corporate Bonds 84,771 — (183) 84,588 Municipal Bonds 5,870 — (23) 5,847 Total $ 167,602 $ — $ (237) $ 167,365 The following table summarizes the fair value and amortized cost bases of the Company’s available-for-sale investments by contractual maturity of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 147,543 $ 146,604 $ 117,164 $ 117,100 Due after one year through five years 11,993 11,909 50,438 50,265 Total $ 159,536 $ 158,513 $ 167,602 $ 167,365 Debt securities as of September 30, 2022 had an average remaining maturity of 0.5 years. 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 nine months ended September 30, 2022 and 2021, the Company did not 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. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES 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 loss 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 September 30, 2022. 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 “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” and, together with the Theodore Lawsuit, the “Class Action Lawsuits”). On July 14, 2021, the court granted a motion to consolidate the Class Action Lawsuits 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 the Mariusz Ciecko and Robert Ciecko as Co-Lead Plaintiffs (“Lead Plaintiffs”) and Pomerantz LLP as Lead Counsel. On September 27, 2021, the Lead Plaintiffs filed a consolidated amended complaint. The consolidated amended complaint seeks to represent a class of investors who purchased or otherwise acquired PCT’s securities between November 16, 2020, and May 5, 2021, certification of the alleged class, as well as compensatory and punitive damages. The consolidated amended complaint relies on information included in a research report published by Hindenburg Research LLC. On November 12, 2021, PCT and the individual defendants affiliated with PCT (“PCT Defendants”) and Byron Roth each filed separate motions to dismiss Lead Plaintiffs’ amended complaint. On December 28, 2021, Lead Plaintiffs filed their brief in opposition to the PCT Defendants’ and Byron Roth’s motions to dismiss. On January 18, 2022, the PCT Defendants filed a reply to Lead Plaintiffs’ brief. On August 4, 2022, the U.S. District Court for the Middle District of Florida dismissed the Class Action Lawsuits, without prejudice. The Court provided the Lead Plaintiffs until August 18, 2022 to file a second amended complaint. Plaintiffs filed their second amended complaint on August 18, 2022. On September 15, 2022, the PCT Defendants and Byron Roth each filed a motion to dismiss the second amended complaint and the Lead Plaintiffs filed their opposition to the motions to dismiss on October 20, 2022. Defendants were granted leave to file a reply and filed the reply on October 31, 2022. The PCT Defendants intend to vigorously defend the Class Action Lawsuits. 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 unresolved Class Action Lawsuits. 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 Suit"). The Han Derivative Suit generally alleges that the Individual Han Defendants made materially false and misleading statements in press releases, webinars and other public filings regarding the Technology, PCT’s business, PCT’s prospects, and the background and experience of the Individual Han Defendants. The Han Derivative Suit seeks unspecified monetary damages, reform of the company's corporate governance and internal procedures, unspecified restitution from the Individual Han Defendants, and costs and fees associated with bringing the action. On January 19, 2022, the court in the Han Derivative Suit granted the parties’ joint stipulation to stay the Han Derivative Suit and administratively closed the matter pending the disposition of the motions to dismiss in the Class Action Lawsuits. Should the Han Derivative Suit be reopened in the future, the Individual Han Defendants intend to vigorously defend against the Han Derivative Suit. 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 unresolved Han Derivative Suit. 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 Suit"). The Ayers Derivative Suit generally alleges that the Individual Ayers Defendants made materially false and misleading statements in press releases, webinars and other public filings regarding the Technology, PCT’s business, PCT’s prospects, and the background and experience of the Individual Ayers Defendants. The Ayers Derivative Suit seeks unspecified monetary damages, declaratory relief, unspecified disgorgement and restitution from the Individual Ayers 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 Ayers’ complaint, moved to dismiss the complaint, or otherwise responded to the complaint. On March 17, 2022, the court granted the parties’ joint stipulation to stay the Ayers Derivative Suit and administratively closed the matter pending the disposition of the motions to dismiss in the Class Action Lawsuits. The Individual Ayers Defendants intend to vigorously defend against the Ayers Derivative Suit. 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 unresolved Ayers Derivative Suit. 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. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company adopted ASC Topic 842, Leases , as of January 1, 2022 and has applied its transition provisions at the beginning of the period of adoption (i.e. on the effective date), and did not restate comparative periods. Under this transition provision, the Company has applied the legacy guidance under ASC Topic 840, Leases , including its disclosure requirements, in the comparative periods presented. Under ASC Topic 842, a lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (i.e., an identified asset) for a period of time in exchange for consideration. The Company’s contracts determined to be, or contain, a lease include explicitly or implicitly identified assets where the Company has the right to substantially all of the economic benefits of the assets and has the ability to direct how and for what purpose the assets are used during the lease term. Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a right of use asset equal to the lease liability, subject to certain adjustments, such as for prepaid rents. The Company used its incremental borrowing rate to determine the present value of the lease payments. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company determined the incremental borrowing rates for its leases by applying its applicable borrowing rate, with adjustment as appropriate for lease currency and lease term. Upon adoption, the Company recognized right-of-use assets and lease liabilities for operating leases in the amount of $12.3 million and $12.7 million, respectively. The Company enters into contracts to lease real estate, equipment and vehicles. The Company’s most individually significant lease liability relates to a real estate lease with an initial contract lease term of 11 years. The Company’s most significant lease liabilities in aggregate value relate to real estate leases that have initial contract lease terms ranging from 1 to 11 years. Certain leases include renewal, termination or purchase options that were not deemed reasonably assured of exercise under ASC 840. Under ASC Topic 842, the lease term at the lease commencement date is determined based on the non-cancellable period for which the Company has the right to use the underlying asset, together with any periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option, and periods covered by an option to extend (or not to terminate) the lease in which the exercise of the option is controlled by the lessor. The Company considered a number of factors when evaluating whether the options in its lease contracts were reasonably certain of exercise, such as length of time before option exercise, expected value of the leased asset at the end of the initial lease term, importance of the lease to overall operations, costs to negotiate a new lease, and any contractual or economic penalties. Operating leases result in a straight-line lease expense, while finance leases result in a front-loaded expense pattern. The assets associated with financing leases have been included in property, plant and equipment in the condensed consolidated balance sheet. Depreciation on financing lease assets is included in operating costs on the condensed consolidated statement of comprehensive loss. The Company does not sublease any of its material leased assets to third parties and the Company is not party to any lease contracts with related parties. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. ASC Topic 842 includes practical expedient and policy election choices. The Company elected the package of practical expedients available in the standard and as a result, did not reassess the lease classification of existing leases, did not reassess whether existing contracts are or contain leases and did not reassess the initial direct costs associated with existing leases. The Company did not elect the hindsight practical expedient, and so did not re-evaluate lease term for existing leases. The Company has made an accounting policy election not to recognize right of use assets and lease liabilities for leases with a lease term of 12 months or less, including renewal options that are reasonably certain to be exercised, that also do not include an option to purchase the underlying asset that is reasonably certain of exercise. Instead, lease payments for these leases are recognized as lease cost on a straight-line basis over the lease term. ASC Topic 842 includes a number of reassessment and re-measurement requirements for lessees based on certain triggering events or conditions, including whether a contract is or contains a lease, assessment of lease term and purchase options, measurement of lease payments, assessment of lease classification and assessment of the discount rate. The Company reviewed the reassessment and re-measurement requirements and did not identify any events or conditions during the quarter ended September 30, 2022 that required a reassessment or re-measurement. In addition, there were no impairment indicators identified during the quarter ended September 30, 2022 that required an impairment test for the Company’s right-of-use assets or other long-lived assets in accordance with ASC 360-10. Certain of the Company’s leases include variable lease costs to reimburse the lessor for real estate tax and insurance expenses, and certain non-lease components that transfer a distinct service to the Company, such as common area maintenance services. The Company has elected not to separate the accounting for lease components and non-lease components, for all classes of leased assets. On August 24, 2022, the Company signed a real estate lease for a future feedstock preprocessing facility in Denver, Pennsylvania with an initial term of 15 years and total minimum lease payments of $52.3 million. The lease is expected to commence by the end of 2023. The components of lease expense and supplemental cash flow information related to leases for the periods are as follows (in thousands): Three months ended September 30, 2022 Nine months ended September 30, 2022 Lease cost Operating lease cost 618 $ 1,390 Short-term lease cost 83 291 Total lease cost $ 701 $ 1,681 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,829 Right-of-use assets obtained in exchange for new operating lease liabilities $ 8,266 Weighted-average remaining lease term (in years) - operating leases 7.9 Discount rates Weighted-average discount rate - operating leases 4.7 % The supplemental balance sheet information related to leases for the period is as follows (in thousands): September 30, 2022 Operating leases Operating lease right-of-use assets $ 19,607 Accrued expenses $ 2,197 Other long-term liabilities 17,126 Total operating lease liabilities $ 19,323 Maturities of the Company’s lease liabilities are as follows (in thousands): Year Ending Operating Leases 2022 (July through December) $ 747 2023 3,065 2024 3,065 2025 3,118 2026 3,038 2027 2,679 Thereafter 7,474 Total lease payments 23,186 Less: Imputed interest (3,863) Present value of lease liabilities $ 19,323 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In connection with the preparation of the condensed consolidated interim financial statements for the period ended September 30, 2022, management has evaluated events through November 9, 2022 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 September 21, 2022, the Company received a notice from Ravago Americas LLC (“Ravago”), a feedstock supplier and offtake customer of the Ironton Facility, alleging that the Company had breached its obligations under Ravago’s feedstock and offtake agreements, and notifying the Company of its decision to terminate those agreements. On October 18, 2022, the Company responded to Ravago, disputing the allegations contained in Ravago’s letter, as well as disputing that a breach occurred pursuant to the terms of the Ravago feedstock and offtake agreements. Without expressing any opinion on the validity of the Ravago claims or whether an Event of Default (“EOD”) under the Bond Documents (as defined in the Indenture) governing the Southern Ohio Port Authority revenue bonds occurred as a result of Ravago’s allegations of breach and attempted termination of Ravago’s agreements, on October 26, 2022, the Trustee notified the Company that it was exercising its authority pursuant to Section 9.01 to investigate Ravago’s allegations and the Company’s response, during which time the Company’s request for reimbursement of construction expenses will remain pending. Consequently, on November 3, 2022, the Company issued payment of $12.4 million to various vendors from its unrestricted cash. As of October 31, 2022, there was approximately $13.2 million of remaining funds to be reimbursed from the Ironton Bond Fund. The Company is experiencing significant demand for its UPR resin and is currently finalizing alternative agreements with comparable terms with third parties to replace the volume previously associated with Ravago’s feedstock and offtake agreements. The Company anticipates reviewing these alternative |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 Securities and Exchange Commission (the “SEC”) |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform with the report classifications of the nine months ended September 30, 2022 and 2021. |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at date of inception to be cash and cash equivalents. As of September 30, 2022, the Company’s cash and cash equivalents balance represents cash and money market funds deposited with financial institutions, as well as commercial paper with maturities of 90 days or less at acquisition. As of December 31, 2021, the Company’s cash and cash equivalents balance represents cash and money market funds deposited with financial institutions. These balances may exceed federally insured limits; however, the Company believes the risk of loss is low. Actively traded money market funds are measured at their net asset value (“NAV”) and classified as Level 1. The Company’s remaining cash equivalents are classified as Level 2 and measured at amortized cost, which is a reasonable estimate of fair value because of the short time between the purchase of the instrument and its expected realization. |
Investments | Investments The Company accounts for its investment in Debt Securities in accordance with ASC 320, Investments – Debt Securities . 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. All investment holdings as of September 30, 2022 and December 31, 2021 have been classified as Available for Sale. The Company classifies its Debt Securities investments as current assets as they are highly liquid and the related funds are available for use in current operations. |
Income Taxes | Income Taxes To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in other jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. Furthermore, in December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The new guidance affects general principles within Topic 740, Income Taxes . The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The Company adopted the ASU during the first quarter of 2021 using a prospective approach. The adoption of the ASU did not have a material impact on the Company’s condensed consolidated financial statements. |
Warrants | Warrants The Company evaluates all of its financial instruments, including issued warrants, to determine if such instruments are liability classified, pursuant to ASC 480 - Distinguishing Liabilities from Equity (“ASC 480”) or derivatives or contain features that qualify as embedded derivatives pursuant to ASC 815 – Derivatives and Hedging (“ASC 815”). The classification of instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Issuance costs incurred with the Business Combination that are attributable to liability classified warrants are expensed as incurred. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 84 2, Leases , was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Furthermore, on June 3, 2020, the FASB deferred by one year the effective date of the new leases standard for private companies, private not-for-profits (“NFPs”) and public NFPs that have not yet issued (or made available for issuance) financial statements reflecting the new standard. The Company adopted Topic 842 and applicable technical updates as of January 1, 2022 using the modified retrospective transition method. See Note 14 for further details. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU 2016-13”), which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company's financial statements and does not expect it to have a material impact on the consolidated financial statements. |
ORGANIZATION (Tables)
ORGANIZATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 December 31, 2021 Cash and cash equivalents $ 56,447 $ 33,417 Debt securities available for sale $ 158,513 $ 167,365 Unrestricted liquidity $ 214,960 $ 200,782 Less: Other Ironton set-aside $ 54,560 $ 50,713 Available unrestricted liquidity $ 160,400 $ 150,069 Restricted Cash (current and non-current) $ 201,071 $ 230,441 Working capital $ 275,243 $ 306,890 Accumulated deficit $ (233,163) $ (157,779) For the nine months ended September 30, 2022 September 30, 2021 Net loss $ (75,384) $ (58,110) |
NOTES PAYABLE AND DEBT INSTRU_2
NOTES PAYABLE AND DEBT INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of the Convertible Notes | The following provides a summary of the interest expense of PCT’s convertible debt instruments (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Contractual interest expense $ — $ 906 $ — $ 2,689 Amortization of deferred financing costs — 466 — 1,546 Effective interest rate — % 9.0 % — % 9.0 % |
Summary of Revenue Bonds | (in thousands) Bond Series Term Principal Amount Interest Rate Maturity Date 2020A A1 $ 12,370.00 6.25 % December 1, 2025 2020A A2 $ 38,700.00 6.50 % December 1, 2030 2020A A3 $ 168,480.00 7.00 % December 1, 2042 2020B B1 $ 10,000.00 10.00 % December 1, 2025 2020B B2 $ 10,000.00 10.00 % December 1, 2027 2020C C1 $ 10,000.00 13.00 % December 1, 2027 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Equity-based Compensation, Valuation Assumptions | Fair value of the RSUs is estimated on the date of grant using the Black-Scholes option-pricing model using the following assumptions: September 30, 2022 September 30, 2021 Expected annual dividend yield — % — % Expected volatility — % 49.1 % Risk-free rate of return — % 0.1 % Expected option term (years) 0 0.2 value of the stock is estimated on the date of grant using the Black-Scholes option-pricing model using the following assumptions: September 30, 2022 September 30, 2021 Expected annual dividend yield — % — % Expected volatility — % 47.5 % Risk-free rate of return — % 0.7 % Expected option term (years) 0 4.5 |
Schedule of Restricted Stock Activity | A summary of restricted stock activity for the nine months ended September 30, 2022 and 2021 is as follows (in thousands except per share data): Number of RSU's Weighted average grant date fair value Weighted average remaining recognition period Non-vested at December 31, 2020 762 $ 1.39 2.12 Granted 2,353 18.88 Vested (699) 9.83 Forfeited (26) 3.92 Non-vested at September 30, 2021 2,390 $ 16.12 2.63 Number of RSU's Weighted average grant date fair value Weighted average remaining recognition period Non-vested at December 31, 2021 2,671 $ 14.33 3.38 Granted 1,395 7.61 Vested (872) 6.47 Forfeited (441) 9.78 Non-vested at September 30, 2022 2,753 $ 11.52 2.93 |
Schedule of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2022 and 2021 is as follows (in thousands except per share data): Number of Options Weighted Average Exercise Price Weighted Balance, December 31, 2020 — $ — — Granted 613 28.90 7.00 Exercised — — — Forfeited — — — Balance, September 30, 2021 613 $ 28.90 6.46 Number of Options Weighted Average Exercise Price Weighted Balance, December 31, 2021 613 $ 28.90 6.21 Granted — — — Exercised — — — Forfeited — — — Balance, September 30, 2022 613 $ 28.90 4.30 Exercisable 613 — — |
Schedule of Performance-Based Restricted Stock Activity | A summary of the PSU activity for the nine months ended September 30, 2022 and 2021 is as follows (in thousands except per share data): Number of PSUs Weighted Average Exercise Price Weighted average remaining recognition period Balance, December 31, 2020 — $ — — Granted 424 18.65 Vested — — Forfeited — — Balance, September 30, 2021 424 $ 18.65 2.00 Number of PSUs Weighted Average Exercise Price Weighted average remaining recognition period Balance, December 31, 2021 424 $ 18.65 2.00 Granted 1,020 7.53 Vested — — Forfeited (382) 10.59 Balance, September 30, 2022 1,062 $ 10.86 1.87 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of the RTI warrant activity for the nine months ended September 30, 2022 and 2021 is as follows (in thousands, except per share data, as adjusted to show the effect of the reverse recapitalization as described in Note 1): Number of warrants Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding at December 31, 2020 971 $ 5.56 $ 0.03 4.00 Granted — — — — Exercised — — — — Outstanding at September 30, 2021 971 $ 5.56 $ 0.03 3.25 Exercisable 971 Number of warrants Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding at December 31, 2021 971 $ 5.56 $ 0.03 3.00 Granted — — — — Exercised — — — — Outstanding at September 30, 2022 971 $ 5.56 $ 0.03 2.25 Exercisable 971 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 nine months ended September 30, 2022 and 2021 (in thousands, except per share data): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (34,948) $ (20,977) $ (75,384) $ (58,110) Denominator: Weighted average common shares outstanding, basic and diluted 163,490 118,255 153,513 95,773 Net loss per share attributable to common stockholder, basic and diluted $ (0.21) $ (0.18) $ (0.49) $ (0.61) |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Presented in the table below are the major classes of property, plant and equipment by category as of the below dates: As of September 30, 2022 (in thousands) Cost Accumulated Depreciation Net Book Value Building $ 12,029 $ 926 $ 11,103 Machinery and equipment 21,557 5,960 15,597 Leasehold Improvements 2,957 641 2,316 Fixtures and Furnishings 529 64 465 Land improvements 150 20 130 Land 1,150 — 1,150 Construction in process 407,825 — 407,825 Total property, plant and equipment $ 446,197 $ 7,611 $ 438,586 As of December 31, 2021 (in thousands) Cost Accumulated Net Book Value Building $ 12,029 $ 695 $ 11,334 Machinery and equipment 20,016 4,183 15,833 Leasehold Improvements 2,902 154 2,748 Fixtures and Furnishings 104 37 67 Land improvements 150 12 138 Land 1,150 — 1,150 Construction in process 193,944 — 193,944 Total property, plant and equipment $ 230,295 $ 5,081 $ 225,214 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of Assets and Liabilities Measurements on a Recurring Basis | As of September 30, 2022 and December 31, 2021, 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): September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 41,404 $ 9,967 $ — $ 51,371 $ 27,389 $ — $ — $ 27,389 Investments: Commercial paper, available for sale — 52,408 — 52,408 — 76,930 — 76,930 Corporate Bonds, available for sale — 96,762 — 96,762 — 84,588 — 84,588 Municipal bonds, available for sale — 9,343 — 9,343 — 5,847 — 5,847 Total investments — 158,513 — 158,513 — 167,365 — 167,365 Total assets $ 41,404 $ 168,480 $ — $ 209,884 $ 27,389 $ 167,365 $ — $ 194,754 Liabilities Warrant liability: RTI warrants $ — $ — $ 4,622 $ 4,622 $ — $ — $ 5,175 $ 5,175 Private warrants — — 929 929 — — 938 938 Series A warrants — 60,714 — 60,714 — — — — Total warrant liability $ — $ 60,714 $ 5,551 $ 66,265 $ — $ — $ 6,113 $ 6,113 |
RTI warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs | The Company has determined its warrant 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: September 30, 2022 December 31, 2021 Expected annual dividend yield — % — % Expected volatility 96.7 % 59.6 % Risk-free rate of return 4.18 % 0.97 % Expected option term (years) 2.25 3.0 |
Level 3 Liabilities Measured at Fair Value | Changes in Level 3 liabilities measured at fair value for nine months ended September 30, 2022 are as follows (in thousands): Fair value Balance at December 31, 2021 $ 5,175 Change in fair value (553) Balance at September 30, 2022 $ 4,622 |
Private warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
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: September 30, 2022 December 31, 2021 Expected annual dividend yield — % — % Expected volatility 94.2 % 69.5 % Risk-free rate of return 4.16 % 1.14 % Expected option term (years) 3.5 4.22 |
Level 3 Liabilities Measured at Fair Value | A summary of the private warrants activity from December 31, 2021 to September 30, 2022 is as follows: Fair value (Level 3) Balance at December 31, 2021 $ 938 Change in fair value (9) Balance at September 30, 2022 $ 929 |
AVAILABLE-FOR-SALE INVESTMENTS
AVAILABLE-FOR-SALE INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Fair Value Commercial Paper $ 52,730 $ — $ (322) $ 52,408 Corporate Bonds 97,366 — (604) 96,762 Municipal Bonds 9,440 — (97) 9,343 Total $ 159,536 $ — $ (1,023) $ 158,513 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Fair Value Commercial Paper $ 76,961 $ — $ (31) $ 76,930 Corporate Bonds 84,771 — (183) 84,588 Municipal Bonds 5,870 — (23) 5,847 Total $ 167,602 $ — $ (237) $ 167,365 |
Schedule of Fair Value and Amortized Cost Bases of Available-for-sale Investments by Maturity Date | The following table summarizes the fair value and amortized cost bases of the Company’s available-for-sale investments by contractual maturity of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 147,543 $ 146,604 $ 117,164 $ 117,100 Due after one year through five years 11,993 11,909 50,438 50,265 Total $ 159,536 $ 158,513 $ 167,602 $ 167,365 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Expense and Supplemental Cash Flow Information | The components of lease expense and supplemental cash flow information related to leases for the periods are as follows (in thousands): Three months ended September 30, 2022 Nine months ended September 30, 2022 Lease cost Operating lease cost 618 $ 1,390 Short-term lease cost 83 291 Total lease cost $ 701 $ 1,681 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,829 Right-of-use assets obtained in exchange for new operating lease liabilities $ 8,266 Weighted-average remaining lease term (in years) - operating leases 7.9 Discount rates Weighted-average discount rate - operating leases 4.7 % |
Schedule of Supplemental Balance Sheet Information Related to Leases | The supplemental balance sheet information related to leases for the period is as follows (in thousands): September 30, 2022 Operating leases Operating lease right-of-use assets $ 19,607 Accrued expenses $ 2,197 Other long-term liabilities 17,126 Total operating lease liabilities $ 19,323 |
Lessee, Operating Lease, Liability, Maturity | Maturities of the Company’s lease liabilities are as follows (in thousands): Year Ending Operating Leases 2022 (July through December) $ 747 2023 3,065 2024 3,065 2025 3,118 2026 3,038 2027 2,679 Thereafter 7,474 Total lease payments 23,186 Less: Imputed interest (3,863) Present value of lease liabilities $ 19,323 |
ORGANIZATION - Additional Infor
ORGANIZATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 17, 2022 | Sep. 30, 2022 | Mar. 07, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Oct. 07, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||||
Advisory, legal, and accounting fees incurred | $ 800 | ||||||
Available unrestricted liquidity amount | $ 160,400 | $ 150,069 | |||||
Other ironton set-aside amount | 54,560 | $ 50,713 | |||||
Addition of operational reserves | 4,600 | ||||||
Additional ironton construction costs | 75,000 | ||||||
Construction performance guarantee | 12,000 | ||||||
Other net capital commitments | 8,600 | ||||||
Revenue Bonds | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Escrow deposit | 50,200 | $ 50,000 | |||||
Cash required to maintain | $ 100,000 | $ 100,000 | $ 75,000 | ||||
Series A warrants | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Warrants exercise price (in usd per share) | $ 11.50 | ||||||
Private Placement | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, par value (in usd per share) | $ 0.001 | ||||||
Aggregate purchase price | $ 250,000 | ||||||
Private Placement | Common stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Shares issued (in shares) | 35,714,272 | ||||||
Private Placement | Series A warrants | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Warrants exercise price (in usd per share) | $ 7 | ||||||
Percentage of warrant in offering | 50% | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 17,857,136 |
ORGANIZATION - Components of Cu
ORGANIZATION - Components of Current Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Cash and cash equivalents | $ 56,447 | $ 56,447 | $ 33,417 | ||||||
Debt securities available for sale | 158,513 | 158,513 | 167,365 | ||||||
Unrestricted liquidity | 214,960 | 214,960 | 200,782 | ||||||
Less: Other Ironton set-aside | 54,560 | 54,560 | 50,713 | ||||||
Available unrestricted liquidity | 160,400 | 160,400 | 150,069 | ||||||
Restricted Cash (current and non-current) | 201,071 | 201,071 | 230,441 | ||||||
Working capital | 275,243 | 275,243 | 306,890 | ||||||
Accumulated deficit | (233,163) | (233,163) | $ (157,779) | ||||||
Net loss | $ (34,948) | $ (15,004) | $ (25,432) | $ (20,977) | $ (11,059) | $ (26,074) | $ (75,384) | $ (58,110) |
NOTES PAYABLE AND DEBT INSTRU_3
NOTES PAYABLE AND DEBT INSTRUMENTS - Additional Information (Details) shares in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||
Oct. 15, 2021 USD ($) | Apr. 15, 2021 USD ($) | Oct. 06, 2020 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Sep. 30, 2021 USD ($) | Oct. 15, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jan. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | Mar. 17, 2021 USD ($) | Oct. 07, 2020 USD ($) serie | |
Debt Instrument [Line Items] | |||||||||||||
Paid-in-kind interest payment on notes | $ 0 | $ 1,680,000 | |||||||||||
Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Escrow deposit | $ 50,000,000 | ||||||||||||
Escrow deposit, stated conditions satisfied, amount | $ 25,000,000 | 25,000,000 | |||||||||||
Notes Payable | PureCycle Ohio LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of debt offering series | serie | 3 | ||||||||||||
Revenue Bonds | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Operating revenue deposit requirement, percent | 100% | ||||||||||||
Equity investments | $ 40,000,000 | $ 60,000,000 | |||||||||||
Escrow deposit | 50,200,000 | 50,200,000 | 50,000,000 | ||||||||||
Cash required to maintain | 100,000,000 | 100,000,000 | $ 100,000,000 | $ 75,000,000 | |||||||||
Interest expense | 4,800,000 | $ 4,800,000 | 14,500,000 | 14,400,000 | |||||||||
Capitalized interest | $ 4,200,000 | $ 4,200,000 | $ 12,800,000 | $ 12,800,000 | |||||||||
Senior Notes Purchase Agreement | Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate, percent | 5.875% | ||||||||||||
Principal Amount | $ 48,000,000 | ||||||||||||
Obligation to issue and sell | $ 12,000,000 | ||||||||||||
Obligation to issue and sell, term | 45 days | ||||||||||||
Paid-in-kind interest payment on notes | $ 1,800,000 | $ 1,700,000 | $ 3,500,000 | ||||||||||
Conversion of notes | $ 63,500,000 | ||||||||||||
Redemption of vested profit units (in shares) | shares | 9.2 | ||||||||||||
Adjustments to additional paid in-capital for conversion of notes | $ 61,800,000 | ||||||||||||
Forfeited interest on converted notes | 100,000 | ||||||||||||
Remaining capitalized issuance costs of converted notes | $ 1,800,000 |
NOTES PAYABLE AND DEBT INSTRU_4
NOTES PAYABLE AND DEBT INSTRUMENTS - Summary of Interest Expense of PCT's Convertible Debt (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 0 | $ 906 | $ 0 | $ 2,689 |
Amortization of deferred financing costs | $ 0 | $ 466 | $ 0 | $ 1,546 |
Effective interest rate | 0% | 9% | 0% | 9% |
NOTES PAYABLE AND DEBT INSTRU_5
NOTES PAYABLE AND DEBT INSTRUMENTS - Summary of Revenue Bonds (Details) - Notes Payable | Oct. 07, 2020 USD ($) |
2020A Bond Series Maturing December 1, 2025 | |
Debt Instrument [Line Items] | |
Principal Amount | $ 12,370,000 |
Interest rate, percent | 6.25% |
2020A Bond Series Maturing December 1, 2030 | |
Debt Instrument [Line Items] | |
Principal Amount | $ 38,700,000 |
Interest rate, percent | 6.50% |
2020A Bond Series Maturing December 1, 2042 | |
Debt Instrument [Line Items] | |
Principal Amount | $ 168,480,000 |
Interest rate, percent | 7% |
2020B Bond Series Maturing December 1, 2025 | |
Debt Instrument [Line Items] | |
Principal Amount | $ 10,000,000 |
Interest rate, percent | 10% |
2020B Bond Series Maturing December 1, 2027 | |
Debt Instrument [Line Items] | |
Principal Amount | $ 10,000,000 |
Interest rate, percent | 10% |
2020C Bond Series Maturing December 1, 2027 | |
Debt Instrument [Line Items] | |
Principal Amount | $ 10,000,000 |
Interest rate, percent | 13% |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) | Sep. 30, 2022 vote $ / shares shares | Dec. 31, 2021 $ / shares shares |
Equity [Abstract] | ||
Number of votes for each share held | vote | 1 | |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 163,509,000 | 127,647,000 |
Common stock, shares outstanding (in shares) | 163,509,000 | 127,647,000 |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Preferred stock, par value (in usd per share) | $ / shares | $ 0.001 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 |
EQUITY-BASED COMPENSATION - Add
EQUITY-BASED COMPENSATION - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 11, 2021 shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Mar. 17, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 0 | 613,000 | ||||
Weighted average grant-date fair value (in usd per share) | $ / shares | $ 0 | $ 11.41 | ||||
Issuance of units upon vesting of Legacy PCT profits interests (in shares) | 0 | 0 | ||||
Former Chief Financial Officer | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 613,000 | |||||
Vesting period | 3 years | |||||
Former Chief Financial Officer | Share-Based Payment Arrangement, Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards subject to continuing vesting (in shares) | 200,000 | 200,000 | ||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected annual dividend yield | 0% | 0% | ||||
Equity-based compensation cost | $ | $ 2,400 | $ 9,200 | $ 8,700 | $ 9,700 | ||
Granted (in shares) | 1,395,000 | 2,353,000 | ||||
RSUs | Former Chief Financial Officer | Share-Based Compensation Arrangement, Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards subject to continuing vesting (in shares) | 667,000 | |||||
RSUs | Former Chief Financial Officer | Share-Based Compensation Arrangement, Restricted Stock Units | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 0.50 | |||||
RSUs | Former Chief Financial Officer | Share-Based Compensation Arrangement, Restricted Stock Units | Share-based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 0.50 | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected annual dividend yield | 0% | 0% | ||||
Equity-based compensation cost | $ | 0 | 583 | $ 158 | $ 1,300 | ||
PSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation cost | $ | $ 637 | $ 3,500 | $ 906 | $ 3,500 | ||
Granted (in shares) | 1,020,000 | 424,000 | ||||
2020 Equity Incentive 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) | 8,300,000 | 8,300,000 | ||||
Shares available for issuance (in shares) | 6,500,000 | 6,500,000 |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted Stock Units, Valuation Assumptions (Details) - RSUs | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected annual dividend yield | 0% | 0% |
Expected volatility | 0% | 49.10% |
Risk-free rate of return | 0% | 0.10% |
Expected option term (years) | 0 years | 2 months 12 days |
EQUITY-BASED COMPENSATION - R_2
EQUITY-BASED COMPENSATION - Restricted Stock Activity (Details) - RSUs - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number | ||||
Beginning balance (in shares) | 2,671 | 762 | 762 | |
Granted (in shares) | 1,395 | 2,353 | ||
Vested (in shares) | (872) | (699) | ||
Forfeited (in shares) | (441) | (26) | ||
Ending balance (in shares) | 2,753 | 2,390 | 2,671 | 762 |
Weighted average grant date fair value | ||||
Beginning balance (in usd per share) | $ 14.33 | $ 1.39 | $ 1.39 | |
Granted (in usd per share) | 7.61 | 18.88 | ||
Vested (in usd per share) | 6.47 | 9.83 | ||
Forfeited (in usd per share) | 9.78 | 3.92 | ||
Ending balance (in usd per share) | $ 11.52 | $ 16.12 | $ 14.33 | $ 1.39 |
Weighted average remaining recognition period | ||||
Non-vested at the end of the period | 2 years 11 months 4 days | 2 years 7 months 17 days | 3 years 4 months 17 days | 2 years 1 month 13 days |
EQUITY-BASED COMPENSATION - Sto
EQUITY-BASED COMPENSATION - Stock Options, Valuation Assumptions (Details) - Stock Options | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected annual dividend yield | 0% | 0% |
Expected volatility | 0% | 47.50% |
Risk-free rate of return | 0% | 0.70% |
Expected option term (years) | 0 years | 4 years 6 months |
EQUITY-BASED COMPENSATION - S_2
EQUITY-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Number of Options | |||
Beginning balance (in shares) | 613,000 | 0 | 0 |
Granted (in shares) | 0 | 613,000 | |
Exercised (in shares) | 0 | 0 | |
Forfeited (in shares) | 0 | 0 | |
Ending balance (in shares) | 613,000 | 613,000 | 613,000 |
Exercisable (in shares) | 613,000 | ||
Weighted Average Exercise Price | |||
Beginning balance (in usd per share) | $ 28,900 | $ 0 | $ 0 |
Granted (in usd per share) | 0 | 28,900 | |
Exercised (in usd per share) | 0 | 0 | |
Forfeited (in usd per share) | 0 | 0 | |
Ending balance (in usd per share) | 28,900 | $ 28,900 | $ 28,900 |
Exercisable (in usd per share) | $ 0 | ||
Additional Disclosures | |||
Granted, Weighted Average Remaining Contractual Term (Years) | 7 years | ||
Weighted Average Remaining Contractual Term (Years) | 4 years 3 months 18 days | 6 years 5 months 15 days | 6 years 2 months 15 days |
EQUITY-BASED COMPENSATION - Per
EQUITY-BASED COMPENSATION - Performance-Based Restricted Stock Activity (Details) - PSUs - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number | ||||
Beginning balance (in shares) | 424 | 0 | 0 | |
Granted (in shares) | 1,020 | 424 | ||
Vested (in shares) | 0 | 0 | ||
Forfeited (in shares) | (382) | 0 | ||
Ending balance (in shares) | 1,062 | 424 | 424 | 0 |
Weighted average grant date fair value | ||||
Beginning balance (in usd per share) | $ 18,650 | $ 0 | $ 0 | |
Granted (in usd per share) | 7,530 | 18,650 | ||
Vested (in usd per share) | 0 | 0 | ||
Forfeited (in usd per share) | 10,590 | 0 | ||
Ending balance (in usd per share) | $ 10,860 | $ 18,650 | $ 18,650 | $ 0 |
Weighted average remaining recognition period | ||||
Non-vested at the end of the period | 1 year 10 months 13 days | 2 years | 2 years | 0 years |
WARRANTS - Additional Informati
WARRANTS - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 17, 2022 d $ / shares shares | Mar. 17, 2021 d $ / shares shares | Nov. 20, 2020 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Class of Warrant or Right [Line Items] | |||||||||
Warrants redemption price (in usd per share) | $ / shares | $ 0.01 | ||||||||
Warrants written notice of redemption threshold | 30 days | ||||||||
Earnout stock price trigger (in usd per share) | $ / shares | $ 18 | ||||||||
Earnout period, threshold trading days | d | 20 | ||||||||
Earnout period, threshold trading day period | d | 30 | ||||||||
Earnout period, business days prior to notice of redemption | 3 days | ||||||||
Common stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 971,000 | ||||||||
Warrants, expense (benefit) recognized | $ | $ 1.2 | $ 6.8 | $ 0.6 | $ 8.2 | |||||
Warrants exercise price (in usd per share) | $ / shares | $ 5.56 | $ 5.56 | $ 5.56 | $ 5.56 | $ 5.56 | $ 5.56 | |||
Weighted average remaining contractual term (years) | 2 years 3 months | 3 years 3 months | 3 years | 4 years | |||||
Warrants outstanding (in shares) | 971,000 | 971,000 | 971,000 | 971,000 | 971,000 | 971,000 | |||
Public Warrants and Private Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants, expense (benefit) recognized | $ | $ 0.2 | $ 1.6 | $ 0 | $ 3.3 | |||||
Number of shares of common stock entitled to be purchased by each warrant (in shares) | 1 | ||||||||
Warrants exercise price (in usd per share) | $ / shares | $ 11.50 | ||||||||
Weighted average remaining contractual term (years) | 5 years | ||||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 5,700,000 | 5,700,000 | |||||||
Private warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 200,000 | 200,000 | |||||||
Series A warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued (in shares) | 17,900,000 | ||||||||
Warrants, expense (benefit) recognized | $ | $ 13.4 | $ 16.8 | |||||||
Number of shares of common stock entitled to be purchased by each warrant (in shares) | 1 | ||||||||
Warrants exercise price (in usd per share) | $ / shares | $ 11.50 | ||||||||
Warrants redemption price (in usd per share) | $ / shares | $ 0.01 | ||||||||
Warrants written notice of redemption threshold | 30 days | ||||||||
Earnout stock price trigger (in usd per share) | $ / shares | $ 18 | ||||||||
Earnout period, threshold trading days | d | 20 | ||||||||
Earnout period, threshold trading day period | d | 30 | ||||||||
Earnout period, business days prior to notice of redemption | 3 days | ||||||||
Warrants outstanding (in shares) | 17,900,000 | 17,900,000 | |||||||
Series A warrants | Expected volatility | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrant, measurement input | 1 | 1 |
WARRANTS - RTI Warrant Activity
WARRANTS - RTI Warrant Activity (Details) - Common stock - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of warrants | ||||
Beginning balance, Number of warrants (in shares) | 971,000 | 971,000 | 971,000 | |
Granted, Number of warrants (in shares) | 0 | 0 | ||
Exercised, Number of warrants (in shares) | 0 | 0 | ||
Ending balance, Number of warrants (in shares) | 971,000 | 971,000 | 971,000 | 971,000 |
Exercisable, Number of warrants (in shares) | 971,000 | 971,000 | ||
Weighted average exercise price | ||||
Beginning balance, Weighted average exercise price (in usd per share) | $ 5.56 | $ 5.56 | $ 5.56 | |
Ending balance, Weighted average exercise price (in usd per share) | 5.56 | 5.56 | 5.56 | $ 5.56 |
Weighted average grant date fair value | ||||
Beginning balance, Weighted average grant date fair value (in usd per share) | 0.03 | 0.03 | 0.03 | |
Ending balance, Weighted average grant date fair value (in usd per share) | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 |
Additional disclosures | ||||
Weighted average remaining contractual term (years) | 2 years 3 months | 3 years 3 months | 3 years | 4 years |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss, basic (in shares) | $ (34,948) | $ (20,977) | $ (75,384) | $ (58,110) |
Net loss, diluted (in shares) | $ (34,948) | $ (20,977) | $ (75,384) | $ (58,110) |
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 163,490 | 118,255 | 153,513 | 95,773 |
Weighted average common shares outstanding, diluted (in shares) | 163,490 | 118,255 | 153,513 | 95,773 |
Net loss per share attributable to common stockholder, basic (in usd per share) | $ (0.21) | $ (0.18) | $ (0.49) | $ (0.61) |
Net loss per share attributable to common stockholder, diluted (in usd per share) | $ (0.21) | $ (0.18) | $ (0.49) | $ (0.61) |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 446,197 | $ 230,295 |
Accumulated Depreciation | 7,611 | 5,081 |
Net Book Value | 438,586 | 225,214 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 12,029 | 12,029 |
Accumulated Depreciation | 926 | 695 |
Net Book Value | 11,103 | 11,334 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 21,557 | 20,016 |
Accumulated Depreciation | 5,960 | 4,183 |
Net Book Value | 15,597 | 15,833 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,957 | 2,902 |
Accumulated Depreciation | 641 | 154 |
Net Book Value | 2,316 | 2,748 |
Fixtures and Furnishings | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 529 | 104 |
Accumulated Depreciation | 64 | 37 |
Net Book Value | 465 | 67 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 150 | 150 |
Accumulated Depreciation | 20 | 12 |
Net Book Value | 130 | 138 |
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 | 407,825 | 193,944 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | $ 407,825 | $ 193,944 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Payments to Acquire Property, Plant, and Equipment [Abstract] | ||||
Depreciation expense | $ 900 | $ 500 | $ 2,583 | $ 1,507 |
DEVELOPMENT PARTNER ARRANGEME_2
DEVELOPMENT PARTNER ARRANGEMENTS (Details) - Collaborative Arrangement, Transaction with Party to Collaborative Arrangement $ in Millions | 9 Months Ended | 12 Months Ended | |||||||
Jun. 23, 2020 USD ($) | Nov. 13, 2019 USD ($) | Dec. 13, 2018 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 30, 2019 USD ($) | Oct. 16, 2015 phase employee | |
P&G | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Number of phases outlined by research and development agreement | phase | 3 | ||||||||
Number of full-time employees to assist in execution of research and development activities, phase one | employee | 1 | ||||||||
Number of full-time employees to assist in execution of research and development activities, phase two | employee | 2 | ||||||||
Prepaid expenses and other non-current assets | $ 2 | $ 2 | $ 2 | ||||||
Impact | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Initial license fee | $ 2.5 | ||||||||
Payment for license agreement | $ 1.6 | $ 0.9 | |||||||
Total | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Prepayment for block and release agreement | $ 5 | ||||||||
Block and release agreement, capital funding, minimum requirement | 370 | ||||||||
Escrow released | $ 5 | ||||||||
Nestle | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Payment committed to fund further research and development | $ 1 | ||||||||
Maximum funding convertible, percent | 50% | ||||||||
Term loan obligation | 5 years | ||||||||
Other non-current liabilities | $ 1 | $ 1 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Liabilities Measurements on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Mar. 17, 2022 | Dec. 31, 2021 |
Assets | |||
Investments | $ 158,513 | $ 167,365 | |
Commercial paper, available for sale | |||
Assets | |||
Investments | 52,408 | 76,930 | |
Corporate Bonds, available for sale | |||
Assets | |||
Investments | 96,762 | 84,588 | |
Municipal bonds, available for sale | |||
Assets | |||
Investments | 9,343 | 5,847 | |
Level 2 | Series A warrants | |||
Liabilities | |||
Warrant liability | $ 43,900 | ||
Fair Value Measurements on Recurring Basis | |||
Assets | |||
Cash equivalents | 51,371 | 27,389 | |
Investments | 158,513 | 167,365 | |
Total assets | 209,884 | 194,754 | |
Liabilities | |||
Total warrant liability | 66,265 | 6,113 | |
Fair Value Measurements on Recurring Basis | RTI warrants | |||
Liabilities | |||
Warrant liability | 4,622 | 5,175 | |
Fair Value Measurements on Recurring Basis | Private warrants | |||
Liabilities | |||
Warrant liability | 929 | 938 | |
Fair Value Measurements on Recurring Basis | Series A warrants | |||
Liabilities | |||
Warrant liability | 60,714 | 0 | |
Fair Value Measurements on Recurring Basis | Commercial paper, available for sale | |||
Assets | |||
Investments | 52,408 | 76,930 | |
Fair Value Measurements on Recurring Basis | Corporate Bonds, available for sale | |||
Assets | |||
Investments | 96,762 | 84,588 | |
Fair Value Measurements on Recurring Basis | Municipal bonds, available for sale | |||
Assets | |||
Investments | 9,343 | 5,847 | |
Fair Value Measurements on Recurring Basis | Level 1 | |||
Assets | |||
Cash equivalents | 41,404 | 27,389 | |
Investments | 0 | 0 | |
Total assets | 41,404 | 27,389 | |
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 | Commercial paper, available for sale | |||
Assets | |||
Investments | 0 | 0 | |
Fair Value Measurements on Recurring Basis | Level 1 | Corporate Bonds, available for sale | |||
Assets | |||
Investments | 0 | 0 | |
Fair Value Measurements on Recurring Basis | Level 1 | Municipal bonds, available for sale | |||
Assets | |||
Investments | 0 | 0 | |
Fair Value Measurements on Recurring Basis | Level 2 | |||
Assets | |||
Cash equivalents | 9,967 | 0 | |
Investments | 158,513 | 167,365 | |
Total assets | 168,480 | 167,365 | |
Liabilities | |||
Total warrant liability | 60,714 | 0 | |
Fair Value Measurements on Recurring Basis | Level 2 | RTI warrants | |||
Liabilities | |||
Warrant liability | 0 | 0 | |
Fair Value Measurements on Recurring Basis | Level 2 | Private warrants | |||
Liabilities | |||
Warrant liability | 0 | 0 | |
Fair Value Measurements on Recurring Basis | Level 2 | Series A warrants | |||
Liabilities | |||
Warrant liability | 60,714 | 0 | |
Fair Value Measurements on Recurring Basis | Level 2 | Commercial paper, available for sale | |||
Assets | |||
Investments | 52,408 | 76,930 | |
Fair Value Measurements on Recurring Basis | Level 2 | Corporate Bonds, available for sale | |||
Assets | |||
Investments | 96,762 | 84,588 | |
Fair Value Measurements on Recurring Basis | Level 2 | Municipal bonds, available for sale | |||
Assets | |||
Investments | 9,343 | 5,847 | |
Fair Value Measurements on Recurring Basis | Level 3 | |||
Assets | |||
Cash equivalents | 0 | 0 | |
Investments | 0 | 0 | |
Total assets | 0 | 0 | |
Liabilities | |||
Total warrant liability | 5,551 | 6,113 | |
Fair Value Measurements on Recurring Basis | Level 3 | RTI warrants | |||
Liabilities | |||
Warrant liability | 4,622 | 5,175 | |
Fair Value Measurements on Recurring Basis | Level 3 | Private warrants | |||
Liabilities | |||
Warrant liability | 929 | 938 | |
Fair Value Measurements on Recurring Basis | Level 3 | Series A 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 | Corporate Bonds, available for sale | |||
Assets | |||
Investments | 0 | 0 | |
Fair Value Measurements on Recurring Basis | Level 3 | Municipal bonds, available for sale | |||
Assets | |||
Investments | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Measurement Inputs (Details) - Level 3 - Fair Value Measurements on Recurring Basis | Sep. 30, 2022 | Dec. 31, 2021 |
Expected annual dividend yield | Private warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0 | 0 |
Expected annual dividend yield | RTI warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0 | 0 |
Expected volatility | Private warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.942 | 0.695 |
Expected volatility | RTI warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.967 | 0.596 |
Risk-free rate of return | Private warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.0416 | 0.0114 |
Risk-free rate of return | RTI warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.0418 | 0.0097 |
Expected option term (years) | Private warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, expected option term (years) | 3 years 6 months | 4 years 2 months 19 days |
Expected option term (years) | RTI warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, expected option term (years) | 2 years 3 months | 3 years |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Mar. 17, 2022 | Dec. 31, 2021 | |
RTI warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants repurchase maximum threshold | $ 15,000,000 | ||
Level 3 | Private warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Dividend yield on warrants | 0% | ||
Aggregate value | $ 929,000 | $ 938,000 | |
Level 3 | RTI warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Dividend yield on warrants | 0% | ||
Aggregate value | $ 4,622,000 | $ 5,175,000 | |
Level 2 | Series A warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 43,900,000 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - Level 3 Liabilities Measured at Fair Value (Details) - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Private warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 938 |
Change in fair value | (9) |
Ending balance | 929 |
RTI warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 5,175 |
Change in fair value | (553) |
Ending balance | $ 4,622 |
AVAILABLE-FOR-SALE INVESTMENT_2
AVAILABLE-FOR-SALE INVESTMENTS - Investments by Major Security Type (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 159,536 | $ 167,602 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1,023) | (237) |
Total Fair Value | 158,513 | 167,365 |
Commercial Paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 52,730 | 76,961 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (322) | (31) |
Total Fair Value | 52,408 | 76,930 |
Corporate Bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 97,366 | 84,771 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (604) | (183) |
Total Fair Value | 96,762 | 84,588 |
Municipal Bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 9,440 | 5,870 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (97) | (23) |
Total Fair Value | $ 9,343 | $ 5,847 |
AVAILABLE-FOR-SALE INVESTMENT_3
AVAILABLE-FOR-SALE INVESTMENTS - Investments by Contractual Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due within one year | $ 147,543 | $ 117,164 |
Due after one year through five years | 11,993 | 50,438 |
Amortized Cost | 159,536 | 167,602 |
Fair Value | ||
Due within one year | 146,604 | 117,100 |
Due after one year through five years | 11,909 | 50,265 |
Debt securities available for sale | $ 158,513 | $ 167,365 |
AVAILABLE-FOR-SALE INVESTMENT_4
AVAILABLE-FOR-SALE INVESTMENTS - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Average remaining maturity of available-for-sale securities | 6 months | |
Other-than-temporary impairment losses recognized on available-for-sale securities | $ 0 | $ 0 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) | May 11, 2021 classAction |
Commitments and Contingencies Disclosure [Abstract] | |
Number of class actions complaints filed | 2 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Aug. 24, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | $ 19,607 | $ 12,300 | $ 0 | |
Present value of lease liabilities | 19,323 | $ 12,700 | ||
Operating lease term | 15 years | |||
Total minimum lease payments | $ 23,186 | $ 52,300 | ||
Real Estate, Equipment and Vehicles | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease term | 11 years | |||
Minimum | Real Estate, Equipment and Vehicles | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease term | 1 year | |||
Maximum | Real Estate, Equipment and Vehicles | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease term | 11 years |
LEASES - Schedule Of Lease Expe
LEASES - Schedule Of Lease Expense And Supplemental Cash Flow Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Leases [Abstract] | ||
Operating lease cost | $ 618 | $ 1,390 |
Short-term lease cost | 83 | 291 |
Total lease cost | $ 701 | 1,681 |
Operating cash flows from operating leases | 1,829 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 8,266 | |
Weighted-average remaining lease term (in years) - operating leases | 7 years 10 months 24 days | 7 years 10 months 24 days |
Weighted-average discount rate - operating leases | 4.70% | 4.70% |
LEASES - Schedule Of Supplement
LEASES - Schedule Of Supplemental Balance Sheet Information Related To Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 19,607 | $ 12,300 | $ 0 |
Accrued expenses | 2,197 | ||
Other long-term liabilities | 17,126 | $ 0 | |
Present value of lease liabilities | $ 19,323 | $ 12,700 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses |
LEASES - Schedule Of Maturities
LEASES - Schedule Of Maturities Of The Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Aug. 24, 2022 | Jan. 01, 2022 |
Leases [Abstract] | |||
2022 (July through December) | $ 747 | ||
2023 | 3,065 | ||
2024 | 3,065 | ||
2025 | 3,118 | ||
2026 | 3,038 | ||
2027 | 2,679 | ||
Thereafter | 7,474 | ||
Total lease payments | 23,186 | $ 52,300 | |
Less: Imputed interest | (3,863) | ||
Present value of lease liabilities | $ 19,323 | $ 12,700 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ in Millions | Nov. 03, 2022 | Oct. 31, 2022 |
Subsequent Event [Line Items] | ||
Payment to vendors from unrestricted cash | $ 12.4 | |
Revenue Bonds | ||
Subsequent Event [Line Items] | ||
Remaining funds to be reimbursed | $ 13.2 |
Uncategorized Items - pct-20220
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |