Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 163,991,927 | |
Amendment Flag | false | |
Entity Central Index Key | 0001830033 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Common Stock, par value $0.001 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | PCT | |
Security Exchange Name | NASDAQ | |
Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share | |
Trading Symbol | PCTTW | |
Security Exchange Name | NASDAQ | |
Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant | |
Trading Symbol | PCTTU | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 28,885 | $ 63,892 |
Debt securities available for sale | 0 | 98,592 |
Restricted cash – current | 36,098 | 68,850 |
Prepaid expenses and other current assets | 10,867 | 4,883 |
Total current assets | 75,850 | 236,217 |
Restricted cash – non-current | 151,345 | 94,781 |
Prepaid expenses and other non-current assets | 7,108 | 5,483 |
Operating lease right-of-use assets | 29,891 | 19,136 |
Property, plant and equipment, net | 628,818 | 505,719 |
TOTAL ASSETS | 893,012 | 861,336 |
CURRENT LIABILITIES | ||
Accounts payable | 10,861 | 1,667 |
Accrued expenses | 35,323 | 35,102 |
Current portion of long-term debt | 6,426 | 0 |
Accrued interest | 1,746 | 1,532 |
Total current liabilities | 54,356 | 38,301 |
NON-CURRENT LIABILITIES | ||
Deferred revenue | 5,000 | 5,000 |
Warrant liability | 87,031 | 55,883 |
Operating lease right-of-use liabilities | 27,371 | 16,620 |
Other non-current liabilities | 1,221 | 1,136 |
TOTAL LIABILITIES | 458,792 | 350,453 |
COMMITMENT AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Common shares - $0.001 par value, 450,000 shares authorized; 163,796 and 163,550 shares issued and outstanding as of June 30, 2023 and December 31, 2022 | 164 | 164 |
Additional paid-in capital | 758,999 | 753,885 |
Accumulated other comprehensive loss | 0 | (641) |
Accumulated deficit | (324,943) | (242,525) |
TOTAL STOCKHOLDERS' EQUITY | 434,220 | 510,883 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 893,012 | 861,336 |
Nonrelated Party | ||
CURRENT LIABILITIES | ||
Current portion of long-term debt | 6,426 | 0 |
NON-CURRENT LIABILITIES | ||
Long-term debt, excluding current maturities | 247,370 | 233,513 |
Related Party | ||
CURRENT LIABILITIES | ||
Current portion of long-term debt | 0 | |
NON-CURRENT LIABILITIES | ||
Long-term debt, excluding current maturities | $ 36,443 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 17, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 11.50 |
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 | |
Common stock, shares issued (in shares) | 163,796,000 | 163,550,000 | |
Common stock, shares outstanding (in shares) | 163,796,000 | 163,550,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Costs and expenses | ||||
Operating costs | $ 14,023 | $ 6,449 | $ 22,516 | $ 10,497 |
Research and development | 160 | 250 | 553 | 589 |
Selling, general and administrative | 13,618 | 12,954 | 26,553 | 27,701 |
Total operating costs and expenses | 27,801 | 19,653 | 49,622 | 38,787 |
Interest expense (income), net | 2,449 | (176) | 1,173 | 268 |
Change in fair value of warrants | 26,313 | (4,495) | 31,148 | 1,340 |
Other expense | 13 | 22 | 475 | 41 |
Total other expense | 28,775 | (4,649) | 32,796 | 1,649 |
Net loss | $ (56,576) | $ (15,004) | $ (82,418) | $ (40,436) |
Loss per share | ||||
Basic (in usd per share) | $ (0.35) | $ (0.09) | $ (0.50) | $ (0.27) |
Diluted (in usd per share) | $ (0.35) | $ (0.09) | $ (0.50) | $ (0.27) |
Weighted average common shares | ||||
Basic (in shares) | 163,739 | 163,249 | 163,664 | 148,413 |
Diluted (in shares) | 163,739 | 163,249 | 163,664 | 148,413 |
Other comprehensive loss | ||||
Unrealized (loss) gain on debt securities available for sale | $ 0 | $ (460) | $ 641 | $ (800) |
Total comprehensive loss | $ (56,576) | $ (15,464) | $ (81,777) | $ (41,236) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 127,647 | ||||
Beginning balance at Dec. 31, 2021 | $ 381,535 | $ 128 | $ 539,423 | $ (237) | $ (157,779) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 35,714 | ||||
Issuance of common stock | 205,296 | $ 35 | 205,261 | ||
Share repurchase (in shares) | (130) | ||||
Share repurchase | (1,049) | (1,049) | |||
Equity-based compensation (in shares) | 3 | ||||
Equity-based compensation | 3,171 | 3,171 | |||
Unrealized gain (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 | ||||
Ending balance at Mar. 31, 2022 | 563,181 | $ 163 | 746,806 | (577) | (183,211) |
Beginning balance (in shares) at Dec. 31, 2021 | 127,647 | ||||
Beginning balance at Dec. 31, 2021 | 381,535 | $ 128 | 539,423 | (237) | (157,779) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (40,436) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 163,282 | ||||
Ending balance at Jun. 30, 2022 | 550,967 | $ 163 | 750,056 | (1,037) | (198,215) |
Beginning balance (in shares) at Mar. 31, 2022 | 163,234 | ||||
Beginning balance at Mar. 31, 2022 | 563,181 | $ 163 | 746,806 | (577) | (183,211) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share repurchase (in shares) | (2) | ||||
Share repurchase | (17) | (17) | |||
Equity-based compensation (in shares) | 50 | ||||
Equity-based compensation | 3,267 | 3,267 | |||
Unrealized gain (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 | ||||
Ending balance at Jun. 30, 2022 | 550,967 | $ 163 | 750,056 | (1,037) | (198,215) |
Beginning balance (in shares) at Dec. 31, 2022 | 163,550 | ||||
Beginning balance at Dec. 31, 2022 | 510,883 | $ 164 | 753,885 | (641) | (242,525) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share repurchase (in shares) | (48) | ||||
Share repurchase | (277) | (277) | |||
Equity-based compensation (in shares) | 169 | ||||
Equity-based compensation | 2,166 | 2,166 | |||
Unrealized gain (loss) on available for sale debt securities | 641 | 641 | |||
Net loss | (25,842) | (25,842) | |||
Ending balance (in shares) at Mar. 31, 2023 | 163,671 | ||||
Ending balance at Mar. 31, 2023 | 487,571 | $ 164 | 755,774 | 0 | (268,367) |
Beginning balance (in shares) at Dec. 31, 2022 | 163,550 | ||||
Beginning balance at Dec. 31, 2022 | 510,883 | $ 164 | 753,885 | (641) | (242,525) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (82,418) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 163,796 | ||||
Ending balance at Jun. 30, 2023 | 434,220 | $ 164 | 758,999 | 0 | (324,943) |
Beginning balance (in shares) at Mar. 31, 2023 | 163,671 | ||||
Beginning balance at Mar. 31, 2023 | 487,571 | $ 164 | 755,774 | 0 | (268,367) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share repurchase (in shares) | (9) | ||||
Share repurchase | (27) | (27) | |||
Equity-based compensation (in shares) | 135 | ||||
Equity-based compensation | 3,252 | 3,252 | |||
Forfeiture of restricted stock (in shares) | (1) | ||||
Net loss | (56,576) | (56,576) | |||
Ending balance (in shares) at Jun. 30, 2023 | 163,796 | ||||
Ending balance at Jun. 30, 2023 | $ 434,220 | $ 164 | $ 758,999 | $ 0 | $ (324,943) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (82,418) | $ (40,436) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Equity-based compensation | 5,418 | 6,438 |
Fair value change of warrants | 31,148 | 1,340 |
Depreciation expense | 5,306 | 1,693 |
Amortization of debt issuance costs and debt discounts | 657 | 492 |
(Accretion) amortization of (discount) premium on debt securities | (139) | 20 |
Operating lease amortization expense | 1,459 | 531 |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (4,788) | (3,572) |
Prepaid expenses and other non-current assets | (1,625) | (875) |
Accounts payable | 2,372 | 1,094 |
Accrued expenses | 1,175 | (1,649) |
Accrued interest | 2,060 | 0 |
Operating right-of-use liabilities | (1,049) | (166) |
Net cash used in operating activities | (40,424) | (35,090) |
Cash flows from investing activities | ||
Purchase of property, plant & equipment | (124,239) | (127,067) |
Purchase of debt securities, available for sale | 0 | (177,755) |
Sale and maturity of debt securities, available for sale | 99,371 | 112,968 |
Net cash used in investing activities | (24,868) | (191,854) |
Cash flows from financing activities | ||
Proceeds from related party note payable | 38,000 | 0 |
Proceeds from equipment lease financing | 19,747 | 0 |
Payments to repurchase shares | (304) | (1,066) |
Other payments for financing activities | (50) | (23) |
Proceeds from issuance of common stock | 0 | 206,071 |
Proceeds from issuance of warrants | 0 | 43,929 |
Common stock issuance costs | 0 | (775) |
Net cash provided by financing activities | 54,097 | 248,136 |
Net (decrease) increase in cash and restricted cash | (11,195) | 21,192 |
Cash and restricted cash, beginning of period | 227,523 | 263,858 |
Cash and restricted cash, end of period | 216,328 | 285,050 |
Supplemental disclosure of cash flow information | ||
Interest paid during the period, net of capitalized interest | 650 | 650 |
Non-cash investing activities | ||
Additions to property, plant, and equipment in accrued expenses | 24,980 | 22,059 |
Additions to property, plant, and equipment in accounts payable | 7,639 | 3,267 |
Non-cash financing activities | ||
PIK interest on related party note payable | 422 | 0 |
Related Party | ||
Cash flows from financing activities | ||
Payments of debt issuance costs | (2,100) | 0 |
Nonrelated Party | ||
Cash flows from financing activities | ||
Payments of debt issuance costs | $ (1,196) | $ 0 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2023 | |
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. Legacy PCT unitholders will be issued up to 4.0 million additional shares of the Company’s common stock if certain conditions are met (“the Earnout”). The Legacy PCT unitholders will be entitled to 2.0 million shares if after 1 year after the Closing and prior to or as of the third anniversary of the Closing, the closing price of the common stock is greater than or equal to $18.00 over any 20 trading days within any 30-trading day period. The Legacy PCT unitholders will be entitled to 2.0 million shares upon the Ironton Facility becoming operational, as certified by Leidos Engineering, LLC (“Leidos”), an independent engineering firm, in accordance with criteria established in agreements in connection with construction of the plant. Unless the context otherwise requires, “Registrant,” “PureCycle,” “Company,” “PCT,” “we,” “us,” and “our” refer to PureCycle Technologies, Inc., and its subsidiaries at and after the Closing and give effect to the Closing. “Legacy PCT”, “ROCH” and “ParentCo” refer to PureCycle Technologies LLC, ROCH and ParentCo, respectively, prior to the Closing. 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 six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2023. 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. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that PCT will continue as a going concern; however, the conditions described below raise substantial doubt about PCT’s ability to do so, which management believes has been alleviated through its plans to mitigate these conditions and obtain additional unrestricted liquidity. The Company has sustained recurring losses and negative cash flows from operations since its inception. As reflected in the accompanying consolidated financial statements, the Company recently began commercial operations but does not yet have any sources of revenue. Revenue generation is expected in 2023. The following is a summary of the components of our current liquidity (in thousands): As of June 30, 2023 December 31, 2022 Cash and cash equivalents $ 28,885 $ 63,892 Debt securities available for sale — 98,592 Unrestricted liquidity 28,885 162,484 Less: Other Ironton set-aside — 54,560 Available unrestricted liquidity $ 28,885 $ 107,924 Restricted Cash (current and non-current) $ 187,443 $ 163,631 Working capital $ 21,494 $ 197,916 Accumulated deficit $ (324,943) $ (242,525) For the six months ended June 30, 2023 June 30, 2022 Net loss $ (82,418) $ (40,436) As of June 30, 2023, PCT had $28.9 million of Available Unrestricted Liquidity. On March 15, 2023, PCT entered into a $150.0 million revolving credit facility (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Agreement (as described in Note 3 – Notes Payable and Debt Instruments) may be used for working capital, capital expenditures and other general corporate purposes. There are currently no borrowings under the Revolving Credit Facility. As of June 30, 2023, PCT anticipates that the remaining investment to complete the Ironton Facility will likely range from approximately $10.0 million to $22.5 million, inclusive of a performance guarantee payment, due after successful completion of a performance testing milestone. This range is dependent upon various contract contingencies and their ultimate resolution. PCT expects to successfully negotiate at least some of these contingencies. PCT also has other capital commitments of approximately $13.3 million related to long-lead equipment and pre-construction work for the Augusta Facility and $15.8 million for equipment and leases related to future Feed PreP and purification facilities. There are also ongoing monthly costs associated with managing the company, paying debt service obligations, and preparing the Ironton Facility for revenue generation. PCT believes that its current level of Unrestricted Available Liquidity is not sufficient to fund operations, outstanding commitments, and further its future growth plans. The conditions described above raise substantial doubt regarding PCT’s ability to continue as a going concern for a period of at least one year from the date of issuance of the condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q. Through June 30, 2023, PCT has met all the required Milestones currently due under the Limited Waiver (as described in Note 3 – Notes Payable and Debt Instruments), including mechanical completion of the Ironton Facility, and commenced production of post-industrial recycled pellets by July 1, 2023. The Ironton Facility is being commissioned and PCT expects to achieve the remaining pellet production targets on or before their required deadlines. Further, PCT extended the Revolving Credit Facility to March 31, 2025. After considering management’s plans to mitigate substantial doubt, including the plant becoming commercially viable and revenue generating later in 2023, PCT believes this substantial doubt has been alleviated and it has sufficient liquidity to continue as a going concern for the next twelve months. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern Refer to Note 1 – Organization for further discussion. 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. 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. Restricted Cash Proceeds from the issuance of revenue bonds are restricted for use in construction of the production facility. Amounts required by the Limited Waiver (refer to Note 3 – Notes Payable and Debt Instruments) were also placed in restricted cash for various future uses. Cash pledged as collateral for leased properties is also deemed restricted and included within this definition. Restricted cash that is expected to be spent or released from restriction within twelve months is classified as current on the consolidated balance sheet. Restricted cash that is expected to be spent or released from restriction after twelve months is classified as non-current on the consolidated balance sheet. 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. The Company had no investments holdings as of June 30, 2023. All investment holdings as of December 31, 2022 were 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. 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 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. The Company adopted the ASU during the first quarter of 2023 using a prospective approach. The adoption of the ASU did not have a material impact on the Company’s condensed consolidated financial statements. |
NOTES PAYABLE AND DEBT INSTRUME
NOTES PAYABLE AND DEBT INSTRUMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND DEBT INSTRUMENTS | NOTES PAYABLE AND DEBT INSTRUMENTS The Company’s debt balances consist of the following at June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Revenue Bonds $ 249,550 $ 249,550 Equipment Financing Payable 19,747 — 269,297 249,550 Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt (15,501) (16,037) Less: Current portion (6,426) — Long-term debt, less current portion $ 247,370 $ 233,513 Pure Plastic Note Payable $ 40,422 $ — Less: Original issue discount and debt issuance costs classified as a reduction to note payable (3,979) — Related party note payable $ 36,443 $ — Revenue Bonds On October 7, 2020, the Southern Ohio Port Authority (“SOPA”) issued certain revenue bonds (“Revenue Bonds”) pursuant to an Indenture of Trust dated as of October 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), between SOPA and UMB Bank, N.A., as Trustee (“Trustee”), and loaned the proceeds from their sale to PureCycle: Ohio LLC (“PCO”), an Ohio limited liability company and indirect wholly-owned subsidiary of PCT, pursuant to a Loan Agreement dated as of October 1, 2020, between SOPA and PCO (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), to be used to (i) acquire, construct and equip the Ironton Facility (referred to within the Loan Agreement as the “Ohio Phase II Facility” and, together with the FEU (referred to within the Loan Agreement as the “Phase I Facility”), the “Project”); (ii) fund a debt service reserve fund for the Series 2020A Bonds; (iii) finance capitalized interest; and (iv) pay the costs of issuing the Revenue Bonds. The Revenue Bonds were offered in three series, including (i) Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020A (“Series 2020A Bonds”); (ii) Subordinate Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020B (“Series 2020B Bonds”); and (iii) Subordinated Exempt Facility Revenue Bonds (PureCycle Project), Taxable Series 2020C (“Series 2020C Bonds”), each series in the aggregate principal amount, bearing interest and maturing as shown in the table below. The Series 2020A Bonds were issued at a total discount of $5.5 million. The discount is amortized over the term of the Revenue Bonds using the effective interest method. The purchase price of the Revenue Bonds was paid and immediately available to SOPA on October 7, 2020, the date of delivery of the Revenue Bonds to their original purchaser. PureCycle is not a direct obligor on the Revenue Bonds and is not a party to the Loan Agreement or the Indenture pursuant to which the Revenue Bonds have been issued. Legacy PCT has executed a guaranty of completion dated as of October 7, 2020 (“Guaranty”), with respect to the full and complete performance by PCO of PCO’s obligations with respect to construction and completion of the Project, including construction by the Completion Date, free and clear of any liens (other than permitted liens), and the payment of all Project costs incurred prior to completion of the Project, and all claims, liabilities, losses and damages owed by PCO to each counterparty under the Project Documents (as such terms are defined in the Indenture). In addition, pursuant to the Guaranty, PCT LLC is obligated to fund and maintain a liquidity reserve for the Project during the term of the Guaranty in the amount of $50.0 million to be held in an escrow account with U.S. Bank National Association, as escrow agent (“Liquidity Reserve”). Pursuant to the terms of the Loan Agreement PCO executed promissory notes in the principal amounts of each maturity (or interest rate within a maturity), aggregating the principal amount of each series of Revenue Bonds, in favor of SOPA, which were assigned to the Trustee on October 7, 2020. (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 Revenue 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 fund will be disbursed by the Trustee when certain conditions are met, and will be used to pay costs and expenditures related to the development and operation 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 Revenue Bonds. As conditions for closing of the Revenue Bonds, Legacy PCT contributed $60.0 million in equity at closing and PureCycle and certain affiliates contributed an additional $40.0 million in equity upon the Closing of the Business Combination. PureCycle provided the Liquidity Reserve for construction of the Ironton Facility of $50.0 million and deposited that amount upon the Closing of the Business Combination. In addition, PureCycle must maintain $100.0 million of cash on its balance sheet as of January 31, 2022, including the Liquidity Reserve. The Company met these requirements and continues to maintain that cash balance at June 30, 2023. The Revenue Bonds are recorded within Long-term debt in the condensed consolidated balance sheet. The Company incurred $4.9 million and $4.9 million of interest cost during each of the three months ended June 30, 2023 and 2022, respectively, and $9.7 million and $9.7 million of interest cost during the six months ended June 30, 2023 and 2022, respectively. As the Revenue Bond proceeds are being used to construct the Company’s property, plant and equipment, the interest costs related to the tax-exempt portion of the Revenue Bonds have been capitalized within Property, Plant and Equipment until the construction was complete in June 2023. The Company capitalized $2.8 million and $4.2 million of interest cost during each of the three months ended June 30, 2023 and 2022, respectively, and $7.1 million and $8.5 million of interest cost during the six months ended June 30, 2023 and 2022. As of June 30, 2023 the fair value of the Revenue Bonds was $199.4 million, which was determined using inputs characteristic of a Level 2 fair value measurement. Although the Company has determined the estimated fair value using available market information and commonly accepted valuation methodologies, considerable judgement is required in interpreting the information and in developing the estimated fair value. Therefore, this estimate is not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. In connection with its obligations under that certain Security Agreement dated as of October 7, 2020, between PCO, as debtor, and the Trustee, as secured party, entered into when the Revenue Bonds were issued (the “Security Agreement”), PCO must deliver consent and agreements (“Consents”) to the Trustee with respect to each agreement entered into in connection with the Project, each of which agreements is required under the Loan Agreement to be assigned to the Trustee. The forms of the Consents relating to a certain feedstock supply agreement from one supplier of feedstock to the Project (the “Supplier”) and from two purchasers of offtake from the Project (“Offtaker 2” and “Offtaker 3” and together with the Supplier, the “Counterparties”) delivered to the Trustee contained terms inconsistent with the form of the Consent required under the Security Agreement. On May 11, 2021, the Guaranty was amended and restated in an amended and restated guaranty of completion (the “ARG”) executed by PureCycle and delivered to the Trustee, which broadens the purposes for which draws by the Trustee on the Liquidity Reserve may be utilized, extends the period during which the Liquidity Reserve must be maintained, includes conditions that would permit a reduction in the amount of the Liquidity Reserve required to be maintained by PureCycle, and includes conditions precedent to the elimination of the requirement that PureCycle replenish the Liquidity Reserve and to the termination of the ARG and the escrow agreement under which the Liquidity Reserve is held by the escrow agent (the “Escrow Agreement”), upon which termination, the balance of the Liquidity Reserve will be returned to PureCycle. So long as there are any Series 2020A Bonds outstanding under the Indenture, the ARG and the Escrow Agreement will remain in place upon the conditions stated in the ARG. The terms of the ARG are summarized as follows: The Liquidity Reserve shall be maintained in the amount of $50.0 million, subject to replenishment by PureCycle until certain conditions stated in the ARG relating to the following have been met: (i) the completion of construction and acquisition of the Project, (ii) the payment of all Project costs, and (iii) the replacement of the assigned agreements of the Counterparties underlying the Consents which have expired or terminated, with one or more agreements between counterparties and PCO upon terms at least as favorable to PCO as the expired or terminated agreements of the Counterparties, (a) for which a Consent that conforms to the form of Consent required by the Security Agreement is executed by the counterparties and provided to the Trustee, (b) which, in the case of supply of feedstock to the Project, provide in the aggregate for the supply of at least the minimum and maximum volumes of feedstock meeting substantially similar feedstock specifications as the Supplier had committed to supply, and (c) which, in the case of purchase of offtake from the Project, provide in the aggregate for the purchase of the minimum and maximum volumes of offtake from the Project meeting substantially similar specifications as Offtaker 2 and Offtaker 3 had committed to purchase from PCO. When the conditions stated in (i), (ii) and (iii) above have been satisfied but so long as there are Series 2020A Bonds outstanding under the Indenture, the Escrow Agreement shall remain in place but the Liquidity Reserve amount shall be reduced to $25.0 million and PureCycle shall no longer be required to replenish the amount of the reduced Liquidity Reserve if and when disbursements are made therefrom. If the conditions of (i) and (ii) have been met but only a portion of the feedstock and offtake contracted for by the Counterparties, respectively, has been replaced under replacement agreements as aforesaid in (iii) above, then the Liquidity Reserve amount may be reduced only by the applicable proportion of the amounts stated in the ARG which evidence the intent of the parties of the amount of value representing the supply or offtake of the agreements of the Counterparties. When the conditions precedent of (i), (ii), and (iii) have been satisfied and there are no longer any Series 2020A Bonds then outstanding, then PureCycle shall have no obligation to maintain the reduced Liquidity Reserve, the ARG and the Escrow Agreement shall terminate and the balance on deposit in the Liquidity Reserve escrow fund held by the escrow agent shall be returned to PureCycle. As long as any Series 2020A Bonds remain outstanding under the Indenture, upon the occurrence of an Event of Default under the Loan Agreement or Indenture, if the Trustee takes control of the Liquidity Reserve held by the escrow agent, such funds may be used for any purpose, including the payment of debt service on the Series 2020A Bonds, as may be determined by the Trustee or directed by a majority of the holders of the Series 2020A Bonds then outstanding. On March 15, 2023, PCT LLC, PCTO Holdco LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of PCT LLC (the pledgor under an Equity Pledge and Security Agreement (as defined in the Indenture), pursuant to which the pledgor pledged certain interests to secure obligations of PCO under various Financing Documents (as defined in the Indenture) relating to the Revenue Bonds) and PCO and SOPA and the Trustee entered into a Limited Waiver and First Supplemental Indenture (the “Limited Waiver”), supplementing the Indenture and amending the Loan Agreement and the ARG, and pursuant to which the majority holders of the Series 2020A Bonds consented to the Limited Waiver, based on stated conditions, of a Specified Event of Default (as defined below) under the Indenture and the Loan Agreement. Under the terms of the Loan Agreement, PCO was required to cause the Ironton Facility to be completed by December 1, 2022. The Ironton Facility was not completed by that date due to a variety of challenges resulting from, among other things, the COVID-19 outbreak, the ongoing military conflict between Russia and Ukraine, and certain U.S. weather-related events (the “Specified Event of Default”). Subject to the following conditions, the Specified Event of Default is waived in exchange for PCO’s agreement to meet certain milestones toward completing the Ironton Facility, to deposit additional equity aggregating approximately $87.3 million with the Trustee for various purposes and to make certain other representations and warranties; provided, however, that any failure to comply with the terms of the Limited Waiver shall be an immediate Event of Default under the Indenture and Loan Agreement, which will be deemed to have occurred on January 2, 2023 with respect to any requirements to pay accrued and unpaid interest at the Default Rate (as defined in the Indenture). PCO has agreed to, among other things, achieve the following milestones (together, the “Milestones”): (i) closure by it or its direct or indirect parent entity of a financing transaction by March 31, 2023 that provides at least $150.0 million of working capital which may be used to support the Ironton Facility (which milestone was satisfied by the closing of the Revolving Credit Facility); (ii) mechanical completion of the Ironton Facility by June 30, 2023 (which milestone was satisfied on April 25, 2023); (iii) meet certain targeted production and performance targets during 2023; (iv) completion of the Ironton Facility by December 31, 2023; and (v) meet certain Ironton Facility pellet production targets by January 31, 2024 up to the Ironton Facility’s nameplate production capacity of 107 million pounds per year. The additional approximately $87.3 million of equity deposited with the Trustee is comprised of: (i) a deposit of $50 million in an account controlled by the Trustee; (ii) a deposit of approximately $25 million in the Equity Account of the Project Fund (as such terms are used in the Indenture) to fund remaining construction costs; (iii) an aggregate deposit of approximately $12.3 million into the Capitalized Interest Accounts (as defined in the Indenture) for the Series 2020A Bonds, Series 2020B Bonds and Series 2020C Bonds to pay capitalized interest on the Revenue Bonds through June 30, 2024. The Limited Waiver also requires that the Liquidity Reserve of approximately $50 million remain in the Liquidity Reserve Escrow Fund (as defined in the Indenture) for a period beyond the completion date of the Ironton Facility until certain production requirements have been met, and only thereafter may the balance in that fund be reduced based on certain conditions to $25 million, which must remain therein as long as Series 2020A Bonds remain outstanding. The $50 million deposit described above, along with the $50 million remaining in the Liquidity Reserve Escrow Fund, may satisfy the minimum cash requirement of the ARG of $100 million. The Trustee also released $13.2 million from the Project Fund held under the Indenture for use as part of the remaining investment in 2023 to complete the Ironton Facility in accordance with the Limited Waiver. Equipment Financing On May 8, 2023, the Company, through PureCycle PreP LLC, an indirect wholly-owned subsidiary of the Company, entered into a Master Lease Agreement (the “Master Lease Agreement”) with CSC Leasing Co. (“CSC”). Pursuant to the Master Lease Agreement, the Company and CSC agreed to enter into schedules that establish the specific terms and conditions of leasing certain equipment, machines, devices, features and any other items listed in each equipment lease schedule. The Master Lease Agreement commenced on the date set forth above and continues in effect until the later time that it is terminated, either by CSC at the end of any lease term, or by the Company upon three months written notice prior to the expiration of a lease term. Also on May 8, 2023, the Company, also through PureCycle PreP LLC, an indirect wholly-owned subsidiary of the Company, entered into an Equipment Procurement Agreement (the “Equipment Agreement”) with CSC. Under the terms of the Equipment Agreement, CSC has agreed to finance, acquire and/or purchase certain equipment (the “Equipment”) from third-party vendors and/or manufacturers (each, a “Vendor”), so that CSC may lease the Equipment to the Company pursuant to the terms and conditions of the Master Lease Agreement. Prior to entering into formal lease schedules under the Master Lease Agreement, the Company will lease from CSC certain Equipment pursuant to the terms of the Equipment Agreement. In connection with the above, CSC has funded $19.8 million for purposes of procuring equipment from a Vendor, which had previously been ordered by the Company prior to entering into these agreements with CSC. CSC will lease this equipment back to the Company under a 36 month lease, which will commence when 1) the Company accepts delivery of the equipment at its operating location and 2) all final bills from Vendor are paid. The Company has determined that it did not relinquish control of the assets to the buyer-lessor under these arrangements. Therefore, the Company has accounted for this transaction as a failed sale-leaseback transaction whereby it has continued recording these assets in the condensed consolidated balance sheet and also recorded a financing obligation for the consideration paid by the buyer-lessor. The Company currently expects the lease term to commence in the first quarter of 2024, and the repayment schedule below assumes payments under the 36 month term commence on January 1, 2024. The Company is also required to make monthly payments under the agreements during the period between funding of the construction obligation and delivery of the equipment, which began in June 2023 and are equal to a monthly lease rate factor of approximately 3.1% of the outstanding amount funded by CSC (the “Lease Rate Factor”). The Company has determined that these payments represent a cost of borrowing under the financing arrangement and has recorded the payments as interest expense in the condensed consolidated statements of comprehensive loss. The Company incurred $0.8 million of interest related to these obligations for the three and six months ended June 30, 2023. The Lease Rate Factor is indexed to the WSJ Prime Rate as published by the Wall Street Journal and may be increased for every five basis point change in the index prior to final commencement of the 36 month lease term. Upon commencement of the 36 month lease term, the payments will be characterized as repayment of debt, and the expected coupon rate for the 36 month term is 7.25% based on the WSJ Prime Rate published as of June 30, 2023. The Master Lease Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Master Lease Agreement include, among others: (a) non-payment of principal, interest, fees or other amounts; (b) default of specific covenants; (c) breach of representations and warranties; (d) discontinuation of authorized electronic payments without CSC’s consent; (e) failure to furnish proof of insurance; (f) bankruptcy and insolvency proceedings; and (g) any unauthorized conveyance or transfer of the Equipment to a third party. Upon the occurrence of an event of default, CSC may accelerate all unpaid rents and exercise all rights and remedies available to it under the Master Lease Agreement and Equipment Agreement. Amounts due under the lease are guaranteed by PCT. Sylebra Credit Facility On March 15, 2023, PCT entered into a $150 million Revolving Credit Facility pursuant to a Credit Agreement (the “Revolving Credit Agreement”) dated as of March 15, 2023, with PureCycle Technologies Holdings Corp. and PureCycle Technologies, LLC (the “Guarantors”), Sylebra Capital Partners Master Fund, LTD, Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, the “Lenders”), and Madison Pacific Trust Limited (the “Administrative Agent”), which matures on March 31, 2025 (as further described in the Second Amendment (as defined below)). The Lenders and their affiliates are greater than 5% beneficial owners of PCT. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures and other general corporate purposes and satisfies the financing obligation imposed upon PCT by the Limited Waiver. Amounts outstanding under the Revolving Credit Agreement bear interest at a variable annual rate equal to Term SOFR (as defined in the Revolving Credit Agreement) in effect for such period plus an applicable margin. The applicable margin is equal to (i) 5.00% from the Closing Date through June 30, 2023, (ii) 10.00% from July 1, 2023 through September 30, 2023, (iii) 12.50% from October 1, 2023 through December 31, 2023, (iv) 15.00% from January 1, 2024 through March 31, 2024, and (v) 17.50% thereafter. PCT is also required to pay (i) an up-front fee equal to 0.75% times $150 million—the total aggregate commitment for the Revolving Credit Facility—to the Lenders, payable at closing and (ii) a commitment fee equal to 0.25% per annum based on the actual daily unused amount of the Revolving Credit Facility, payable quarterly. Subject to timely prior written notice and payment of breakage fees, if any, PCT may at any time and from time to time (i) terminate all or any portion of the commitments under the Revolving Credit Agreement and/or (ii) prepay all or any portion of any outstanding borrowings. The Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Revolving Credit Agreement include, among others: (a) non-payment of principal, interest, fees or other amounts; (b) default of specific covenants; (c) breach of representations and warranties; (d) cross-defaults to other indebtedness in an amount greater than $1 million, subject to certain exceptions; (e) bankruptcy and insolvency proceedings; (f) inability to pay debts or attachment; (g) judgments; and (h) change of control. Upon the occurrence of an event of default, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders (as defined in the Revolving Credit Agreement) terminate the loan commitments, accelerate all loans and exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Revolving Credit Agreement and the other loan documents. Amounts outstanding under the Revolving Credit Agreement are guaranteed by the Guarantors, and are secured by a security interest in substantially all of the assets of PCT. Any majority-owned direct or indirect subsidiaries of PCT formed after the closing date of the Revolving Credit Facility will also be required to guaranty the obligations under the Revolving Credit Agreement and grant security interests in substantially all of their respective assets. On May 8, 2023, the Company entered into the First Amendment to Credit Agreement, by and among the Company, as borrower, PureCycle Technologies, LLC and PureCycle Technologies Holdings Corp., as Guarantors, the lenders party thereto, and Madison Pacific Trust Limited, as administrative agent and as security agent (the “Sylebra Amendment”) in connection with the Company’s $150 million Revolving Credit Facility governed by the Revolving Credit Agreement. The Sylebra Amendment, among other things: (i) permits the Company’s entry into the Term Loan Facility (as defined below), (ii) provides for a new basket under the Revolving Credit Agreement’s indebtedness negative covenant allowing for offerings of unsecured convertible promissory notes of up to $200,000,000, (iii) provides for new baskets under the Revolving Credit Agreement’s indebtedness and lien negative covenants of up to $90,000,000 in additional equipment financings and (iv) exempts the proceeds of any such convertible notes offerings from the requirement for mandatory prepayments under the Revolving Credit Agreement. On August 4, 2023, the Company entered into the Second Amendment to Credit Agreement, by and among the Company, as borrower, PureCycle Technologies, LLC and PureCycle Technologies Holdings Corp., as Guarantors, the lenders party thereto, and Madison Pacific Trust Limited, as administrative agent and as security agent (the “Second Amendment”), in connection with the Company’s $150 million Revolving Credit Facility governed by the Revolving Credit Agreement, to extend the maturity date of the Revolving Credit Facility to March 31, 2025. There were no funds drawn on the Revolving Credit Facility as of June 30, 2023. The up-front commitment fee and other costs of $1.3 million have been recorded in prepaid expenses and other current assets and will be amortized over the term of the contract. The Pure Plastic Term Loan Facility On May 8, 2023, the Company entered into a $40 million Term Loan Facility pursuant to the Term Loan Credit Agreement dated as of May 8, 2023, among the Company, the Guarantors and Pure Plastic LLC (as Lender, Administrative Agent, and Security Agent), which matures on December 31, 2025 (the “Term Loan Facility”). Affiliates of the Lender are greater than 5% beneficial owners of the Company. Balances related to the Term Loan Credit Agreement are recorded within related party note payable in the condensed consolidated balance sheets and, in certain instances, the Term Loan Credit Agreement is referred to as the “Related party note payable.” Borrowings under the Term Loan Credit Agreement may be used to repay indebtedness for borrowed money of the Company, to pay fees and expenses associated with the Term Loan Credit Agreement and the other loan documents and for general corporate purposes not in contravention of any law or of any loan document. The Term Loan Facility is structured as a single-draw, delayed draw term loan. The Lender funded the term loan on May 17, 2023 (the “Funding Date”). Amounts outstanding under the Term Loan Credit Agreement will bear interest at a variable annual rate equal to Term SOFR (as defined in the Term Loan Credit Agreement) in effect for such period plus an applicable margin. The applicable margin is equal to 7.5%, and the interest rate for the outstanding term loan was 12.7% as of June 30, 2023. The Company is also required to pay, on the Funding Date, (i) a closing fee to the Lenders, equal to 2.00% times the aggregate principal amount of the term loans funded by the Lenders on the Funding Date, (ii) a commitment fee to the Lenders equal to 1.00% times the aggregate principal amount of each Lender’s commitments on the Funding Date, (iii) a syndication fee to the Administrative Agent equal to 0.50% times the aggregate commitments of the Lenders on the Funding Date and (iv) a monitoring fee equal to $200,000 to the Administrative Agent for the account of the Administrative Agent and the Security Agent on the Funding Date and each anniversary of the Funding Date until maturity of the term loan. Additionally, the term loan will be issued with a 5.00% original issue discount. Subject to timely prior written notice, payment of breakage fees, if any, and payment of a prepayment premium equal to (i) 12% if such prepayment occurs during the first year following the closing date or (ii) 8% thereafter, the Company may at any time and from time to time voluntarily prepay all or any portion of any outstanding borrowings. The Company incurred $0.6 million of interest cost during the three and six months ended June 30, 2023. The interest due to date of $0.4 million was paid entirely in kind, which increased the principal amount of the Term Loan Facility by this amount (the “PIK Interest”). The Company has the contractual right to pay all interest payments in kind and may make this election for all interest payments for the duration of the Term Loan Facility. The repayment schedule presented below does not contemplate future PIK Interest. The Term Loan Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Term Loan Credit Agreement include, among others: (a) non-payment of principal, interest, fees or other amounts; (b) default of specific covenants; (c) breach of representations and warranties; (d) cross-defaults to other indebtedness in an amount greater than $1 million, subject to certain exceptions; (e) bankruptcy and insolvency proceedings; (f) inability to pay debts or attachment; (g) judgments; and (h) change of control. Upon the occurrence of an event of default, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders (as defined in the Term Loan Credit Agreement) accelerate all loans and exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Term Loan Credit Agreement and the other loan documents. Amounts outstanding under the Term Loan Credit Agreement are guaranteed by the Guarantors, and are secured by a security interest in substantially all of the assets of the Company. Subject to certain limited exceptions, any majority-owned direct or indirect subsidiaries of the Company formed after the closing date of the Term Loan Facility will also be required to guaranty the obligations under the Term Loan Credit Agreement and grant security interests in substantially all of their respective assets. Principal repayments due on Long-term debt and Related party note payable over the next five years are as follows (in thousands): Years ending December 31, Long-term debt Related party note payable 2023 (July through December) $ — $ — 2024 13,088 — 2025 23,301 40,422 2026 14,634 — 2027 25,105 — 2028 7,710 — Thereafter 185,459 — 269,297 40,422 Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt (15,501) (3,979) Less: Current Portion (6,426) — Total $ 247,370 $ 36,443 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
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 450.0 million shares of common stock with a par value of $0.001. As of June 30, 2023, and December 31, 2022, 163.80 million and 163.55 million shares are issued and outstanding, respectively. Preferred Stock As of June 30, 2023, 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 (the “Board”) of the Company. As of June 30, 2023, approximately 17.0 million shares of common stock are currently authorized for issuance under the Plan, of which approximately 8.9 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. A summary of restricted stock activity for the six months ended June 30, 2023 and 2022 is as follows (in thousands except per share data): Number of RSUs Weighted average grant date fair value Weighted average remaining recognition period Non-vested at December 31, 2021 2,671 $ 14.33 3.4 Granted 1,211 7.45 Vested (543) 8.31 Forfeited (23) 17.58 Non-vested at June 30, 2022 3,316 $ 12.53 3.2 Number of RSUs Weighted average grant date fair value Weighted average remaining recognition period Non-vested at December 31, 2022 2,760 $ 11.92 2.7 Granted 1,238 6.15 Vested (352) 7.12 Forfeited (52) 12.92 Non-vested at June 30, 2023 3,594 $ 10.35 2.6 Equity-based compensation cost is recorded within the selling, general and administrative expenses in the condensed consolidated statements of comprehensive loss, and totaled approximately $2.9 million and $5.3 million for the three and six months ended June 30, 2023, respectively, and $3.0 million and $6.3 million for the three and six months ended June 30, 2022, 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: June 30, 2023 June 30, 2022 Expected annual dividend yield — % — % Expected volatility 77.3 % — % Risk-free rate of return 3.5 % — % Expected option term (years) 6.5 0 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. A summary of stock option activity for the six months ended June 30, 2023 and 2022 is as follows (in thousands except per share data): Number of Options Weighted Average Exercise Price Weighted Balance, December 31, 2021 613 $ 28.90 6.2 Granted — — — Exercised — — — Forfeited — — — Balance, June 30, 2022 613 $ 28.90 4.6 Number of Options Weighted Average Exercise Price Weighted Balance, December 31, 2022 613 $ 28.90 4.0 Granted 459 5.72 10.0 Exercised — — — Forfeited — — — Balance, June 30, 2023 1,072 $ 18.98 6.2 Exercisable 613 Equity-based compensation cost is recorded within the selling, general and administrative expenses within the condensed consolidated statements of comprehensive loss and was not material for the three and six months ended June 30, 2023 and 2022. The weighted average grant-date fair values of options granted during the six months ended June 30, 2023 and 2022 were $4.07 and $0, respectively. There were no stock options exercised during 2023 or 2022. Performance-Based Restricted Stock Agreements The shares issued pursuant to the Performance-Based Restricted Stock Agreements vest depending on if the performance obligations are met. In general, the performance-based stock units (“Performance PSUs”) will be earned based on achievement of pre-established financial and operational performance objectives and will vest on the date the attainment of such performance objectives as determined by the Compensation Committee (the “Committee”) of the Board, subject to the participant’s continued employment with the Company. The Company has also issued performance-based stock units that vest if the market price of the Company’s common stock exceeds a defined target during the performance period (“Market PSUs”, together with the Performance PSUs, the “PSUs”). The Company issued 0.4 million and 0.9 million PSUs for the six months ended June 30, 2023, and 2022, respectively. As of June 30, 2023, 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. A summary of the PSU activity for the six months ended June 30, 2023 and 2022 is as follows (in thousands except per share data): Number of PSUs Weighted average grant date fair value Weighted average remaining recognition period Balance, December 31, 2021 424 $ 18.65 2.0 Granted 900 7.36 Vested — — Forfeited (14) 19.33 Balance, June 30, 2022 1,310 $ 10.88 2.0 Number of PSUs Weighted average grant date fair value Weighted average remaining recognition period Balance, December 31, 2022 1,060 $ 10.87 1.7 Granted 416 6.08 Vested — — Forfeited (5) 7.24 Balance, June 30, 2023 1,471 $ 9.52 1.7 Equity-based compensation cost is recorded within the selling, general and administrative expenses within the consolidated statements of comprehensive loss, and was not material for the three and six months ended June 30, 2023 and 2022. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023 and 2022 is as follows (in thousands, except per share data): Number of warrants Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding at December 31, 2021 971 $ 5.56 $ 0.03 3.0 Granted — — — — Exercised — — — — Outstanding at June 30, 2022 971 $ 5.56 $ 0.03 2.5 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, 2022 971 $ 5.56 $ 0.03 2.0 Granted — — — — Exercised — — — — Outstanding at June 30, 2023 971 $ 5.56 $ 0.03 1.5 Exercisable 971 The Company recognized $2.6 million and $2.6 million of expense for the three and six months ended June 30, 2023, respectively, and $0.5 million and $1.8 million of benefit for the three and six months ended June 30, 2022, respectively. Refer to Note 12 – 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 CR Financial Holdings, Inc. (the “Sponsor”) and affiliates of the Sponsor, but would not be exercisable at any time on a cashless basis if transferred and held by another investor. Therefore, the Company will classify the private warrants as a liability pursuant to ASC 815 until the private warrants are transferred from the initial purchasers or any of their permitted transferees. There were approximately 5.7 million public warrants and 0.2 million private placement warrants outstanding at June 30, 2023 and 2022. The Company recognized $0.3 million and $0.4 million of expense related to the private warrants for the three and six months ended June 30, 2023, respectively, and $0.1 million and $0.3 million of benefit for the three and six months ended June 30, 2022. Refer to Note 12 - 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 The agreements governing the Series A Warrants (the “Series A Warrant Agreements”) provide for a Black Scholes value calculation (“Black Scholes Value”) in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined this provision introduces leverage to the holders of the Series A Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, the Company will classify the Series A Warrants as a liability pursuant to ASC 815. As of June 30, 2023, there were approximately 17.9 million Series A Warrants outstanding. The Company recognized $23.4 million and $28.2 million of expense related to the Series A Warrants for the three and six months ended June 30, 2023, respectively, and $3.9 million of benefit and $3.4 million of expense for the three and six months ended June 30, 2022, respectively. Refer to Note 12 – Fair Value of Financial Instruments for further information. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Sylebra Credit Facility On March 15, 2023, PCT entered into the Revolving Credit Facility pursuant to the Revolving Credit Agreement with the Guarantors, Lenders, and the Administrative Agent, which matures on March 31, 2025. The Revolving Credit Facility was amended on May 8, 2023 and August 4, 2023. The Lenders and their affiliates are greater than 5% beneficial owners of PCT. Refer to Note 3 - Notes Payable and Debt Instruments for further information. The Pure Plastic Term Loan Facility On May 8, 2023, the Company entered into a $40.0 million Term Loan Facility pursuant to the Term Loan Credit Agreement dated as of May 8, 2023, among the Guarantors and Pure Plastic LLC (as Lender, Administrative Agent, and Security Agent), which matures on December 31, 2025. Affiliates of the Lender are greater than 5% beneficial owners of the Company. Balances related to the Term Loan Credit Agreement are recorded within related party note payable in the condensed consolidated balance sheets and, in certain instances, the Term Loan Credit Agreement is referred to as the “Related party note payable.” Refer to Note 3 - Notes Payable and Debt Instruments for further information. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHAREThe 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 six months ended June 30, 2023 and 2022 (in thousands, except per share data): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (56,576) $ (15,004) $ (82,418) $ (40,436) Denominator: — Weighted average common shares outstanding, basic and diluted 163,739 163,249 163,664 148,413 Net loss per share attributable to common stockholder, basic and diluted $ (0.35) $ (0.09) $ (0.50) $ (0.27) |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Presented in the table below are the major classes of property, plant and equipment by category as of the below dates: As of June 30, 2023 (in thousands) Cost Accumulated Depreciation Net Book Value Building $ 81,351 $ 1,347 $ 80,004 Machinery and equipment 324,968 11,264 313,704 Leasehold Improvements 2,957 1,122 1,835 Fixtures and Furnishings 628 128 500 Land improvements 150 27 123 Land 1,150 — 1,150 Construction in process 231,502 — 231,502 Total property, plant and equipment $ 642,706 $ 13,888 $ 628,818 As of December 31, 2022 (in thousands) Cost Accumulated Net Book Value Building $ 12,534 $ 1,016 $ 11,518 Machinery and equipment 23,728 6,674 17,054 Leasehold Improvements 2,957 803 2,154 Fixtures and Furnishings 529 83 446 Land improvements 150 22 128 Land 1,150 — 1,150 Construction in process 473,269 — 473,269 Total property, plant and equipment $ 514,317 $ 8,598 $ 505,719 Depreciation expense is recorded within operating costs in the condensed consolidated statements of comprehensive loss and amounted to $4.0 million and $5.3 million for the three and six months ended June 30, 2023, respectively, and $0.9 million and $1.7 million for the three and six months ended June 30, 2022, respectively. |
DEVELOPMENT PARTNER ARRANGEMENT
DEVELOPMENT PARTNER ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
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. Effective April 1, 2023, the Company and P&G executed a Second Side Letter, dated March 27, 2023, amending the date by which commercial sales must be maintained at 70% of nameplate capacity under Section 4.4 of the License Agreement from April 15, 2023 to December 31, 2024. As of June 30, 2023 and December 31, 2022, 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 year ended December 31, 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. 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 2022. 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, Nestle 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 June 30, 2023 and December 31, 2022. 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and 2022, the Company has reported tax expense of $0 and $0, respectively.Management has evaluated the Company’s tax positions and has determined that the Company has taken no uncertain tax positions that require adjustment to the condensed consolidated interim financial statements for the respective periods. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows (in thousands): June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ — $ — $ — $ — $ 51,250 $ — $ — $ 51,250 Restricted cash equivalents - current 36,098 — — 36,098 68,850 — — 68,850 Restricted cash equivalents - noncurrent 151,345 — — 151,345 94,781 — — 94,781 Investments: Commercial paper, available for sale — — — — — 32,756 — 32,756 Corporate Bonds, available for sale — — — — — 58,442 — 58,442 Municipal bonds, available for sale — — — — — 7,394 — 7,394 Total investments $ — $ — $ — $ — $ — $ 98,592 $ — $ 98,592 Liabilities Warrant liability: RTI warrants $ — $ — $ 6,233 $ 6,233 $ — $ — $ 3,670 $ 3,670 Private warrants — — 1,155 1,155 — — 784 784 Series A warrants — 79,643 — 79,643 — 51,429 — 51,429 Total warrant liability $ — $ 79,643 $ 7,388 $ 87,031 $ — $ 51,429 $ 4,454 $ 55,883 Measurement of the Private Warrants The private warrants are measured at fair value on a recurring basis using a Black-Scholes model. The private warrants are classified as Level 3 and were valued using the following assumptions: June 30, 2023 December 31, 2022 Expected annual dividend yield — % — % Expected volatility 87.8 % 105.1 % Risk-free rate of return 4.6 % 4.2 % Expected option term (years) 2.7 3.2 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 $1.2 million and $0.8 million on June 30, 2023 and December 31, 2022, respectively. A summary of the private warrants activity from December 31, 2022 to June 30, 2023 is as follows: Fair value (Level 3) Balance at December 31, 2022 $ 784 Change in fair value 371 Balance at June 30, 2023 $ 1,155 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: June 30, 2023 December 31, 2022 Expected annual dividend yield — % — % Expected volatility 85.9 % 99.7 % Risk-free rate of return 5.1 % 4.4 % Expected option term (years) 1.5 2.0 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 June 30, 2023, 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 from December 31, 2022 to June 30, 2023 are as follows (in thousands): Fair value Balance at December 31, 2022 $ 3,670 Change in fair value 2,563 Balance at June 30, 2023 $ 6,233 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 have been historically comprised of highly liquid investments with minimum “A” rated securities. As of June 30, 2023, the Company does not hold any available-for-sale debt securities. The debt securities have historically been reported at fair value with unrealized gains or losses recorded in accumulated other comprehensive income in the condensed consolidated balance sheets. Refer to Note 12 – Fair Value of Financial Instruments for information related to the fair value measurements and valuation methods utilized. The Company did not own any available-for-sale investments as of June 30, 2023. The following table represents the Company’s available-for-sale investments by major security type as of December 31, 2022 (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Fair Value Commercial Paper $ 32,997 $ — $ (241) $ 32,756 Corporate Bonds 58,791 — (349) 58,442 Municipal Bonds 7,446 — (52) 7,394 Total $ 99,234 $ — $ (642) $ 98,592 The Company did not own any available-for-sale investments as of June 30, 2023. The following table summarizes the fair value and amortized cost bases of the Company’s available-for-sale investments by contractual maturity as of December 31, 2022 (in thousands): December 31, 2022 Amortized Cost Fair Value Due within one year $ 92,253 $ 91,669 Due after one year through five years 6,981 6,923 Total $ 99,234 $ 98,592 The Company reviews available-for-sale investments for other-than-temporary impairment loss periodically. The Company considers factors such as the duration, severity and the reason for the decline in value, the potential recovery period and our intent to sell. For debt securities, we also consider whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis and (ii) the amortized cost basis cannot be recovered as a result of credit losses. During the six months ended June 30, 2023 and 2022, 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Financial Assurance On March 14, 2023, PCT secured a surety bond in the amount of $25.0 million to provide financial assurance related to its performance under a certain vendor contract, which expires at the earlier of satisfaction of the obligation, termination of the related vendor contract, or one year from issuance (subject to renewal within one year). PCT may issue additional surety bonds in the future to provide financial assurance regarding performance under contracts with other parties. These financial instruments are issued in the normal course of business and are not considered company indebtedness. Because PCT currently has no liability for these financial assurance instruments, they are not reflected in its consolidated balance sheets. Legal Proceedings PCT is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such losses is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. Other than as described below, there is no material pending or threatened litigation against PCT that remains outstanding as of June 30, 2023. 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. Additional submissions by the parties were filed in December 2021 and January 2022. On August 4, 2022, the U.S. District Court for the Middle District of Florida dismissed the Class Action Lawsuits, without prejudice. 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 parties filed additional responsive pleadings in October 2022. On June 15, 2023, the U.S. District Court for the Middle District of Florida granted the PCT Defendants’ motion solely with regard to named defendant Tamsin Ettefagh, but denied the motion as to all other defendants. On June 30, 2023, the PCT Defendants filed a motion for Reconsideration. Further, on July 14, 2023, each of the PCT and Roth Defendants filed their respective Answers and Counterclaims. 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. Denham-Blythe Arbitration On October 7, 2020, PCO, a subsidiary of PCT and Denham-Blythe Company, Inc. (“DB”) executed an Engineering, Procurement, and Construction Agreement for certain construction activities associated with the Ironton Facility (“EPC Contract”). On June 16, 2023, following unsuccessful efforts at mediating various disputes over certain unapproved change orders and payment applications, DB filed a demand for binding arbitration (“Arbitration Demand”) with the American Arbitration Association, seeking approximately $17.0 million related to certain fee applications, change orders and amounts currently held in retainage by PCO, and, on June 21, 2023, filed a mechanics lien in Lawrence County, Ohio for the same sum. On July 20, 2023, PCO filed its Answer and Counterclaim, in which PCO contends that various deficiencies in DB’s work resulted in damages to PCO in excess of DB’s $17.0 million Arbitration Demand, including, but not limited to, the following: DB’s insufficient and incomplete engineering drawings and packages, insufficient and unorganized material management, insufficient and inefficient contractor management, insufficient and rudimentary schedule management, incomplete and inefficient procurement procedures, and that the Company was required to undertake significant re-work at additional cost resulting from DB’s failure to adequately perform its obligations under the EPC Contract. PCO intends to vigorously defend itself against DB’s claims and to pursue recovery of damages resulting from DB’s failure to perform adequately under the EPC Contract. Given the stage of the arbitration, PCT cannot reasonably estimate at this time whether there will be any loss, or if there is a loss, the possible range of loss, that may result from the Arbitration Demand. Other Matters On February 3, 2023, the Company received a books and records demand pursuant to Section 220 of the Delaware General Corporation Law, from a purported stockholder of the Company, in connection with the stockholder’s investigation of, among other matters, potential breaches of fiduciary duty, mismanagement, self-dealing, corporate waste or other violations of law by the Company’s Board with respect to these matters. We are currently unable to predict the outcome of this matter. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES 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 be charged 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. 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 30 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 30 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 June 30, 2023 that required a reassessment or re-measurement. In addition, there were no impairment indicators identified during the quarter ended June 30, 2023 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 currently expected to commence in the first half of 2024. In January 2023, the Company signed a real estate lease at the Port of Antwerp-Bruges’ NextGen District, where it plans to build its first purification facility in Europe, with an initial term of 30 years and total minimum lease payments of €27.7 million, subject to annual inflation adjustments. This lease commenced at the end of June 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ 893 349 $ 1,790 $ 772 Short-term lease cost 462 105 584 208 Total lease cost $ 1,355 $ 454 $ 2,374 $ 980 Six Months Ended June 30, 2023 2022 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,522 $ 427 Right-of-use assets obtained in exchange for new operating lease liabilities $ 12,335 $ 80 Weighted-average remaining lease term (in years) - operating leases 15.8 9.7 Discount rates Weighted-average discount rate - operating leases 6.0% 4.1% The supplemental balance sheet information related to leases for the period is as follows (in thousands): June 30, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 29,891 $ 19,136 Accrued expenses $ 2,397 $ 2,188 Other long-term liabilities 27,371 16,620 Total operating lease liabilities $ 29,768 $ 18,808 Maturities of the Company’s lease liabilities are as follows (in thousands): Year Ending Operating Leases 2023 (July through December) $ 1,960 2024 4,284 2025 4,290 2026 4,210 2027 3,799 2028 2,556 Thereafter 30,086 Total lease payments 51,185 Less: Imputed interest (21,417) Present value of lease liabilities $ 29,768 AEDA Sale-leaseback Transaction On June 30, 2023, PCT entered into a series of agreements with the Development Authority of Augusta, Georgia (the “AEDA”) to construct phase one (“Phase One”) of its first U.S. multi-line facility in Augusta, Georgia. PCT is leasing 150 acres of land (“Real Property”) owned by the AEDA and will construct buildings, building equipment, and other structures (the “Improvements”) on the land. PCT will also acquire and install the necessary processing, warehousing, and other equipment, as well as conveyers and pipelines (the “Equipment”, together with the Real Property and the Improvements, the “Augusta Project”). The Improvements and Equipment will be transferred to the AEDA and leased back by PCT. PCT anticipates that the first portion of Phase One will consist of one purification line, with construction expected to begin by the end of 2023. PCT is obligated to spend at least $440 million toward the construction of Phase One. Construction of the first purification line must be completed by December 31, 2026, but PCT expects that it will be completed sooner. Through June 30, 2023, PCT has invested approximately $74 million for pre-construction engineering and long-lead equipment for the benefit of Phase One investments. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In connection with the preparation of the condensed consolidated interim financial statements for the period ended June 30, 2023, management has evaluated events through August 8, 2023 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: Second Amendment to the Revolving Credit Facility On August 4, 2023, the Company entered into the Second Amendment to Credit Agreement, by and among the Company, as borrower, PureCycle Technologies, LLC and PureCycle Technologies Holdings Corp., as Guarantors, the lenders party thereto, and Madison Pacific Trust Limited, as administrative agent and as security agent, in connection with the Company’s $150 million Revolving Credit Facility governed by the Revolving Credit Agreement, to extend the maturity date of the Revolving Credit Facility to March 31, 2025. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net loss | $ (56,576) | $ (25,842) | $ (15,004) | $ (25,432) | $ (82,418) | $ (40,436) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany balances and transactions were eliminated upon consolidation. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2023. 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. |
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. 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. |
Restricted Cash | Restricted Cash Proceeds from the issuance of revenue bonds are restricted for use in construction of the production facility. Amounts required by the Limited Waiver (refer to Note 3 – Notes Payable and Debt Instruments) were also placed in restricted cash for various future uses. Cash pledged as collateral for leased properties is also deemed restricted and included within this definition. Restricted cash that is expected to be spent or released from restriction within twelve months is classified as current on the consolidated balance sheet. Restricted cash that is expected to be spent or released from restriction after twelve months is classified as non-current on the consolidated balance sheet. |
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. The Company had no investments holdings as of June 30, 2023. All investment holdings as of December 31, 2022 were 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. |
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 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. The Company adopted the ASU during the first quarter of 2023 using a prospective approach. The adoption of the ASU did not have a material impact on the Company’s condensed consolidated financial statements. |
ORGANIZATION (Tables)
ORGANIZATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Current Liquidity | The following is a summary of the components of our current liquidity (in thousands): As of June 30, 2023 December 31, 2022 Cash and cash equivalents $ 28,885 $ 63,892 Debt securities available for sale — 98,592 Unrestricted liquidity 28,885 162,484 Less: Other Ironton set-aside — 54,560 Available unrestricted liquidity $ 28,885 $ 107,924 Restricted Cash (current and non-current) $ 187,443 $ 163,631 Working capital $ 21,494 $ 197,916 Accumulated deficit $ (324,943) $ (242,525) For the six months ended June 30, 2023 June 30, 2022 Net loss $ (82,418) $ (40,436) |
NOTES PAYABLE AND DEBT INSTRU_2
NOTES PAYABLE AND DEBT INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt balances consist of the following at June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Revenue Bonds $ 249,550 $ 249,550 Equipment Financing Payable 19,747 — 269,297 249,550 Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt (15,501) (16,037) Less: Current portion (6,426) — Long-term debt, less current portion $ 247,370 $ 233,513 Pure Plastic Note Payable $ 40,422 $ — Less: Original issue discount and debt issuance costs classified as a reduction to note payable (3,979) — Related party note payable $ 36,443 $ — |
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 |
Schedule of Principals Repayments Due on Long-term Debt | Principal repayments due on Long-term debt and Related party note payable over the next five years are as follows (in thousands): Years ending December 31, Long-term debt Related party note payable 2023 (July through December) $ — $ — 2024 13,088 — 2025 23,301 40,422 2026 14,634 — 2027 25,105 — 2028 7,710 — Thereafter 185,459 — 269,297 40,422 Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt (15,501) (3,979) Less: Current Portion (6,426) — Total $ 247,370 $ 36,443 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Activity | A summary of restricted stock activity for the six months ended June 30, 2023 and 2022 is as follows (in thousands except per share data): Number of RSUs Weighted average grant date fair value Weighted average remaining recognition period Non-vested at December 31, 2021 2,671 $ 14.33 3.4 Granted 1,211 7.45 Vested (543) 8.31 Forfeited (23) 17.58 Non-vested at June 30, 2022 3,316 $ 12.53 3.2 Number of RSUs Weighted average grant date fair value Weighted average remaining recognition period Non-vested at December 31, 2022 2,760 $ 11.92 2.7 Granted 1,238 6.15 Vested (352) 7.12 Forfeited (52) 12.92 Non-vested at June 30, 2023 3,594 $ 10.35 2.6 |
Schedule of Equity-based Compensation, Valuation Assumptions | The fair value of the stock is estimated on the date of grant using the Black-Scholes option-pricing model using the following assumptions: June 30, 2023 June 30, 2022 Expected annual dividend yield — % — % Expected volatility 77.3 % — % Risk-free rate of return 3.5 % — % Expected option term (years) 6.5 0 |
Schedule of Stock Option Activity | A summary of stock option activity for the six months ended June 30, 2023 and 2022 is as follows (in thousands except per share data): Number of Options Weighted Average Exercise Price Weighted Balance, December 31, 2021 613 $ 28.90 6.2 Granted — — — Exercised — — — Forfeited — — — Balance, June 30, 2022 613 $ 28.90 4.6 Number of Options Weighted Average Exercise Price Weighted Balance, December 31, 2022 613 $ 28.90 4.0 Granted 459 5.72 10.0 Exercised — — — Forfeited — — — Balance, June 30, 2023 1,072 $ 18.98 6.2 Exercisable 613 |
Schedule of Performance-Based Restricted Stock Activity | A summary of the PSU activity for the six months ended June 30, 2023 and 2022 is as follows (in thousands except per share data): Number of PSUs Weighted average grant date fair value Weighted average remaining recognition period Balance, December 31, 2021 424 $ 18.65 2.0 Granted 900 7.36 Vested — — Forfeited (14) 19.33 Balance, June 30, 2022 1,310 $ 10.88 2.0 Number of PSUs Weighted average grant date fair value Weighted average remaining recognition period Balance, December 31, 2022 1,060 $ 10.87 1.7 Granted 416 6.08 Vested — — Forfeited (5) 7.24 Balance, June 30, 2023 1,471 $ 9.52 1.7 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of the RTI warrant activity for the six months ended June 30, 2023 and 2022 is as follows (in thousands, except per share data): Number of warrants Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding at December 31, 2021 971 $ 5.56 $ 0.03 3.0 Granted — — — — Exercised — — — — Outstanding at June 30, 2022 971 $ 5.56 $ 0.03 2.5 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, 2022 971 $ 5.56 $ 0.03 2.0 Granted — — — — Exercised — — — — Outstanding at June 30, 2023 971 $ 5.56 $ 0.03 1.5 Exercisable 971 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023 and 2022 (in thousands, except per share data): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (56,576) $ (15,004) $ (82,418) $ (40,436) Denominator: — Weighted average common shares outstanding, basic and diluted 163,739 163,249 163,664 148,413 Net loss per share attributable to common stockholder, basic and diluted $ (0.35) $ (0.09) $ (0.50) $ (0.27) |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Presented in the table below are the major classes of property, plant and equipment by category as of the below dates: As of June 30, 2023 (in thousands) Cost Accumulated Depreciation Net Book Value Building $ 81,351 $ 1,347 $ 80,004 Machinery and equipment 324,968 11,264 313,704 Leasehold Improvements 2,957 1,122 1,835 Fixtures and Furnishings 628 128 500 Land improvements 150 27 123 Land 1,150 — 1,150 Construction in process 231,502 — 231,502 Total property, plant and equipment $ 642,706 $ 13,888 $ 628,818 As of December 31, 2022 (in thousands) Cost Accumulated Net Book Value Building $ 12,534 $ 1,016 $ 11,518 Machinery and equipment 23,728 6,674 17,054 Leasehold Improvements 2,957 803 2,154 Fixtures and Furnishings 529 83 446 Land improvements 150 22 128 Land 1,150 — 1,150 Construction in process 473,269 — 473,269 Total property, plant and equipment $ 514,317 $ 8,598 $ 505,719 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measurements on a Recurring Basis | As of June 30, 2023 and December 31, 2022, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows (in thousands): June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ — $ — $ — $ — $ 51,250 $ — $ — $ 51,250 Restricted cash equivalents - current 36,098 — — 36,098 68,850 — — 68,850 Restricted cash equivalents - noncurrent 151,345 — — 151,345 94,781 — — 94,781 Investments: Commercial paper, available for sale — — — — — 32,756 — 32,756 Corporate Bonds, available for sale — — — — — 58,442 — 58,442 Municipal bonds, available for sale — — — — — 7,394 — 7,394 Total investments $ — $ — $ — $ — $ — $ 98,592 $ — $ 98,592 Liabilities Warrant liability: RTI warrants $ — $ — $ 6,233 $ 6,233 $ — $ — $ 3,670 $ 3,670 Private warrants — — 1,155 1,155 — — 784 784 Series A warrants — 79,643 — 79,643 — 51,429 — 51,429 Total warrant liability $ — $ 79,643 $ 7,388 $ 87,031 $ — $ 51,429 $ 4,454 $ 55,883 |
Fair Value Measurement Inputs | The private warrants are measured at fair value on a recurring basis using a Black-Scholes model. The private warrants are classified as Level 3 and were valued using the following assumptions: June 30, 2023 December 31, 2022 Expected annual dividend yield — % — % Expected volatility 87.8 % 105.1 % Risk-free rate of return 4.6 % 4.2 % Expected option term (years) 2.7 3.2 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: June 30, 2023 December 31, 2022 Expected annual dividend yield — % — % Expected volatility 85.9 % 99.7 % Risk-free rate of return 5.1 % 4.4 % Expected option term (years) 1.5 2.0 |
Level 3 Liabilities Measured at Fair Value | A summary of the private warrants activity from December 31, 2022 to June 30, 2023 is as follows: Fair value (Level 3) Balance at December 31, 2022 $ 784 Change in fair value 371 Balance at June 30, 2023 $ 1,155 Changes in Level 3 liabilities measured at fair value from December 31, 2022 to June 30, 2023 are as follows (in thousands): Fair value Balance at December 31, 2022 $ 3,670 Change in fair value 2,563 Balance at June 30, 2023 $ 6,233 |
AVAILABLE-FOR-SALE INVESTMENTS
AVAILABLE-FOR-SALE INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Investments by Major Security Type | The Company did not own any available-for-sale investments as of June 30, 2023. The following table represents the Company’s available-for-sale investments by major security type as of December 31, 2022 (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Fair Value Commercial Paper $ 32,997 $ — $ (241) $ 32,756 Corporate Bonds 58,791 — (349) 58,442 Municipal Bonds 7,446 — (52) 7,394 Total $ 99,234 $ — $ (642) $ 98,592 |
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 as of December 31, 2022 (in thousands): December 31, 2022 Amortized Cost Fair Value Due within one year $ 92,253 $ 91,669 Due after one year through five years 6,981 6,923 Total $ 99,234 $ 98,592 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ 893 349 $ 1,790 $ 772 Short-term lease cost 462 105 584 208 Total lease cost $ 1,355 $ 454 $ 2,374 $ 980 Six Months Ended June 30, 2023 2022 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,522 $ 427 Right-of-use assets obtained in exchange for new operating lease liabilities $ 12,335 $ 80 Weighted-average remaining lease term (in years) - operating leases 15.8 9.7 Discount rates Weighted-average discount rate - operating leases 6.0% 4.1% |
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): June 30, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 29,891 $ 19,136 Accrued expenses $ 2,397 $ 2,188 Other long-term liabilities 27,371 16,620 Total operating lease liabilities $ 29,768 $ 18,808 |
Lessee, Operating Lease, Liability, Maturity | Maturities of the Company’s lease liabilities are as follows (in thousands): Year Ending Operating Leases 2023 (July through December) $ 1,960 2024 4,284 2025 4,290 2026 4,210 2027 3,799 2028 2,556 Thereafter 30,086 Total lease payments 51,185 Less: Imputed interest (21,417) Present value of lease liabilities $ 29,768 |
ORGANIZATION - Additional Infor
ORGANIZATION - Additional Information (Details) | Mar. 17, 2022 USD ($) tradingDay $ / shares shares | Mar. 17, 2021 tradingDay $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Mar. 15, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Mar. 07, 2022 $ / shares |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Maximum entitled shares issued (in shares) | shares | 4,000,000 | ||||||
Shares entitled (in shares) | shares | 2,000,000 | ||||||
Earnout period | 1 year | ||||||
Earnout stock price trigger (in usd per share) | $ / shares | $ 18 | ||||||
Earnout period, threshold trading days | tradingDay | 20 | ||||||
Earnout period, threshold trading day period | tradingDay | 30 | ||||||
Common stock, par value (in usd per share) | $ / shares | $ 11.50 | $ 0.001 | $ 0.001 | ||||
Advisory, legal, and accounting fees incurred | $ 800,000 | ||||||
Available unrestricted liquidity amount | $ 28,885,000 | $ 107,924,000 | |||||
Ironton Facility | Minimum | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Expected investment to complete facility, current fiscal year | $ 10,000,000 | ||||||
Ironton Facility | Maximum | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Expected investment to complete facility, current fiscal year | $ 22,500,000 | ||||||
Augusta Facility | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Contractual obligation | 13,300,000 | ||||||
Feed Prep Facilities | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Contractual obligation | 15,800,000 | ||||||
Revolving Credit Facility | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||
Long-term line of credit | $ 0 | $ 0 | |||||
Series A warrants | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Earnout stock price trigger (in usd per share) | $ / shares | $ 18 | ||||||
Earnout period, threshold trading days | tradingDay | 20 | ||||||
Earnout period, threshold trading day period | tradingDay | 30 | ||||||
Warrants exercise price (in usd per share) | $ / shares | $ 11.50 | ||||||
Private Placement | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | ||||||
Aggregate purchase price | $ 250,000,000 | ||||||
Private Placement | Common stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Shares issued (in shares) | 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) | $ / shares | $ 7 | ||||||
Percentage of warrant in offering | 50% | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 17,857,136 |
ORGANIZATION - Components of Cu
ORGANIZATION - Components of Current Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Cash and cash equivalents | $ 28,885 | $ 28,885 | $ 63,892 | ||||
Debt securities available for sale | 0 | 0 | 98,592 | ||||
Unrestricted liquidity | 28,885 | 28,885 | 162,484 | ||||
Less: Other Ironton set-aside | 0 | 0 | 54,560 | ||||
Available unrestricted liquidity | 28,885 | 28,885 | 107,924 | ||||
Restricted Cash (current and non-current) | 187,443 | 187,443 | 163,631 | ||||
Working capital | 21,494 | 21,494 | 197,916 | ||||
Accumulated deficit | (324,943) | (324,943) | $ (242,525) | ||||
Net loss | $ (56,576) | $ (25,842) | $ (15,004) | $ (25,432) | $ (82,418) | $ (40,436) |
NOTES PAYABLE AND DEBT INSTRU_3
NOTES PAYABLE AND DEBT INSTRUMENTS - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: Current portion | $ (6,426) | $ 0 |
Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 269,297 | 249,550 |
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt | (15,501) | (16,037) |
Less: Current portion | (6,426) | 0 |
Long-term debt, excluding current maturities | 247,370 | 233,513 |
Nonrelated Party | Revenue Bonds | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 249,550 | 249,550 |
Nonrelated Party | Equipment Financing Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 19,747 | 0 |
Related Party | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 40,422 | |
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt | (3,979) | 0 |
Less: Current portion | 0 | |
Long-term debt, excluding current maturities | 36,443 | 0 |
Related Party | Pure Plastic Note Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 40,422 | $ 0 |
NOTES PAYABLE AND DEBT INSTRU_4
NOTES PAYABLE AND DEBT INSTRUMENTS - Revenue Bonds (Details) - Revenue Bonds lb in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 15, 2023 USD ($) lb | Jan. 31, 2022 USD ($) | Mar. 17, 2021 USD ($) | Oct. 07, 2020 USD ($) series supplier purchaser | |
Debt Instrument [Line Items] | ||||||||
Number of debt offering series | series | 3 | |||||||
Debt instrument, discount | $ 5.5 | |||||||
Escrow deposit | 50 | |||||||
Equity investments | $ 40 | $ 60 | ||||||
Interest expense | $ 4.9 | $ 4.9 | $ 9.7 | $ 9.7 | ||||
Capitalized interest | 2.8 | $ 4.2 | 7.1 | $ 8.5 | ||||
Fair value of revenue bonds | $ 199.4 | $ 199.4 | ||||||
Number of suppliers | supplier | 1 | |||||||
Number of purchasers | purchaser | 2,000 | |||||||
Escrow deposit, stated conditions satisfied, amount | $ 25 | |||||||
Cash required to maintain | $ 100 | |||||||
Operating revenue deposit requirement, percent | 100% | |||||||
Ironton Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan agreement, limited waiver terms, deposit in equity with the trustee | $ 87.3 | |||||||
Loan agreement, limited waiver terms, financing transaction milestone amount | $ 150 | |||||||
Loan agreement, limited waiver terms, production targets | lb | 107 | |||||||
Loan agreement, limited waiver terms, deposit controlled by the trustee | $ 50 | |||||||
Loan agreement, limited waiver terms, deposit in equity amount to fund remaining construction costs | 25 | |||||||
Loan agreement, limited waiver terms, deposit into capitalized interest accounts | 12.3 | |||||||
Loan agreement, limited waiver terms, liquidity reserve escrow fund amount | 50 | |||||||
Loan agreement, limited waiver terms, amount released from the trustee for investment | 13.2 | |||||||
Minimum | Ironton Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan agreement, limited waiver terms, liquidity reserve escrow fund amount | $ 25 |
NOTES PAYABLE AND DEBT INSTRU_5
NOTES PAYABLE AND DEBT INSTRUMENTS - Equipment Financing (Details) - Equipment Financing Payable - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
May 08, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | |||
Master lease agreement, termination written notice period | 3 months | ||
Debt, funded amount | $ 19.8 | ||
Master lease agreement, lease rate factor | 3.10% | ||
Master lease agreement, term | 36 months | ||
Interest expense | $ 0.8 | $ 0.8 | |
Master lease agreement, lease rate factor, change prior to lease term | 0.0005 | ||
Debt interest rate | 7.25% | 7.25% |
NOTES PAYABLE AND DEBT INSTRU_6
NOTES PAYABLE AND DEBT INSTRUMENTS - Summary of Revenue Bonds (Details) - Revenue Bonds | 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% |
NOTES PAYABLE AND DEBT INSTRU_7
NOTES PAYABLE AND DEBT INSTRUMENTS - Sylebra Credit Facility (Details) - USD ($) | 4 Months Ended | ||
Mar. 15, 2023 | Jun. 30, 2023 | May 08, 2023 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 150,000,000 | ||
Credit facility, affiliates of lender, beneficial owners percentage | 5% | ||
Credit facility, up-front fee percentage | 0.75% | ||
Credit facility, commitment fee percentage | 0.25% | ||
Debt covenant, cross-defaults to other indebtedness amount | $ 1,000,000 | ||
Long-term line of credit | $ 0 | $ 0 | |
Capitalized interest | $ 1,300,000 | ||
Revolving Credit Facility | From the Closing Date through June 30, 2023 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Debt basis spread on variable rate | 5% | ||
Revolving Credit Facility | July 1, 2023 through September 30, 2023 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Debt basis spread on variable rate | 10% | ||
Revolving Credit Facility | October 1, 2023 through December 31, 2023 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Debt basis spread on variable rate | 12.50% | ||
Revolving Credit Facility | January 1, 2024 through March 31, 2024 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Debt basis spread on variable rate | 15% | ||
Revolving Credit Facility | Thereafter | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Debt basis spread on variable rate | 17.50% | ||
Sylebra Amendment | |||
Debt Instrument [Line Items] | |||
Debt covenant, offerings of unsecured convertible promissory notes | $ 200,000,000 | ||
Debt, indebtedness and lien negative covenants amount | $ 90,000,000 |
NOTES PAYABLE AND DEBT INSTRU_8
NOTES PAYABLE AND DEBT INSTRUMENTS - The Pure Plastic Term Loan Facility (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
May 08, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
PIK interest on related party note payable | $ 422,000 | $ 0 | ||
Pure Plastic Term Loan Facility | Pure Plastic Note Payable | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 40,000,000 | |||
Credit facility, affiliates of lender, beneficial owners percentage | 5% | |||
Debt interest rate | 12.70% | 12.70% | ||
Debt closing fee, percentage of debt principal amount | 2% | |||
Credit facility, commitment fee percentage | 1% | |||
Debt syndication fee percentage | 0.50% | |||
Debt monitoring fee, amount | $ 200,000 | |||
Debt issuance discount percentage | 5% | |||
Interest expense | $ 600,000 | $ 600,000 | ||
PIK interest on related party note payable | $ 400,000 | |||
Debt, events of default, cross-defaults to other indebtedness (greater than) | $ 1,000,000 | |||
Pure Plastic Term Loan Facility | First year following closing date | Pure Plastic Note Payable | ||||
Debt Instrument [Line Items] | ||||
Credit facility, prepayment premium percentage | 12% | |||
Pure Plastic Term Loan Facility | Thereafter | Pure Plastic Note Payable | ||||
Debt Instrument [Line Items] | ||||
Credit facility, prepayment premium percentage | 8% | |||
Pure Plastic Term Loan Facility | Secured Overnight Financing Rate (SOFR) | Pure Plastic Note Payable | ||||
Debt Instrument [Line Items] | ||||
Debt basis spread on variable rate | 7.50% |
NOTES PAYABLE AND DEBT INSTRU_9
NOTES PAYABLE AND DEBT INSTRUMENTS - Schedule of Debt Principal Repayments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: Current Portion | $ (6,426) | $ 0 |
Nonrelated Party | ||
Debt Instrument [Line Items] | ||
2023 (July through December) | 0 | |
2024 | 13,088 | |
2025 | 23,301 | |
2026 | 14,634 | |
2027 | 25,105 | |
2028 | 7,710 | |
Thereafter | 185,459 | |
Long-term debt, gross | 269,297 | 249,550 |
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt | 15,501 | 16,037 |
Less: Current Portion | (6,426) | 0 |
Long-term debt, excluding current maturities | 247,370 | 233,513 |
Related Party | ||
Debt Instrument [Line Items] | ||
2023 (July through December) | 0 | |
2024 | 0 | |
2025 | 40,422 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Long-term debt, gross | 40,422 | |
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt | 3,979 | 0 |
Less: Current Portion | 0 | |
Long-term debt, excluding current maturities | $ 36,443 | $ 0 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) | Jun. 30, 2023 vote $ / shares shares | Dec. 31, 2022 $ / shares shares | Mar. 17, 2021 $ / shares |
Equity [Abstract] | |||
Number of votes for each share held | vote | 1 | ||
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 | |
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 11.50 |
Common stock, shares issued (in shares) | 163,796,000 | 163,550,000 | |
Common stock, shares outstanding (in shares) | 163,796,000 | 163,550,000 | |
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) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 17, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant-date fair value (in usd per share) | $ 4.07 | $ 0 | |||
Issuance of units upon vesting of Legacy PCT profits interests (in shares) | 0 | 0 | |||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation cost | $ 2.9 | $ 3 | $ 5.3 | $ 6.3 | |
Granted (in shares) | 1,238,000 | 1,211,000 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected annual dividend yield | 0% | 0% | |||
PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 416,000 | 900,000 | |||
2021 Equity and Incentive Compensation Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuance, percentage of outstanding common stock | 3% | ||||
Shares authorized (in shares) | 17,000,000 | 17,000,000 | |||
Shares available for issuance (in shares) | 8,900,000 | 8,900,000 |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted Stock Activity (Details) - RSUs - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of RSUs | ||||
Beginning balance (in shares) | 2,760 | 2,671 | 2,671 | |
Granted (in shares) | 1,238 | 1,211 | ||
Vested (in shares) | (352) | (543) | ||
Forfeited (in shares) | (52) | (23) | ||
Ending balance (in shares) | 3,594 | 3,316 | 2,760 | 2,671 |
Weighted average grant date fair value | ||||
Beginning balance (in usd per share) | $ 11.92 | $ 14.33 | $ 14.33 | |
Granted (in usd per share) | 6.15 | 7.45 | ||
Vested (in usd per share) | 7.12 | 8.31 | ||
Forfeited (in usd per share) | 12.92 | 17.58 | ||
Ending balance (in usd per share) | $ 10.35 | $ 12.53 | $ 11.92 | $ 14.33 |
Weighted average remaining recognition period | ||||
Weighted average remaining recognition period | 2 years 7 months 6 days | 3 years 2 months 12 days | 2 years 8 months 12 days | 3 years 4 months 24 days |
EQUITY-BASED COMPENSATION - Sto
EQUITY-BASED COMPENSATION - Stock Options, Valuation Assumptions (Details) - Stock Options | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected annual dividend yield | 0% | 0% |
Expected volatility | 77.30% | 0% |
Risk-free rate of return | 3.50% | 0% |
Expected option term (years) | 6 years 6 months | 0 years |
EQUITY-BASED COMPENSATION - S_2
EQUITY-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||||
Beginning balance (in shares) | 613,000 | 613,000 | 613,000 | |
Granted (in shares) | 459,000 | 0 | ||
Exercised (in shares) | 0 | 0 | ||
Forfeited (in shares) | 0 | 0 | ||
Ending balance (in shares) | 1,072,000 | 613,000 | 613,000 | 613,000 |
Exercisable (in shares) | 613,000 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in usd per share) | $ 28.90 | $ 28.90 | $ 28.90 | |
Granted (in usd per share) | 5.72 | 0 | ||
Exercised (in usd per share) | 0 | 0 | ||
Forfeited (in usd per share) | 0 | 0 | ||
Ending balance (in usd per share) | $ 18.98 | $ 28.90 | $ 28.90 | $ 28.90 |
Weighted Average Remaining Contractual Term (Years) | ||||
Weighted Average Remaining Contractual Term (Years) | 6 years 2 months 12 days | 4 years 7 months 6 days | 4 years | 6 years 2 months 12 days |
Granted, Weighted Average Remaining Contractual Term, Granted (Years) | 10 years |
EQUITY-BASED COMPENSATION - Per
EQUITY-BASED COMPENSATION - Performance-Based Restricted Stock Activity (Details) - PSUs - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of PSUs | ||||
Beginning balance (in shares) | 1,060 | 424 | 424 | |
Granted (in shares) | 416 | 900 | ||
Vested (in shares) | 0 | 0 | ||
Forfeited (in shares) | (5) | (14) | ||
Ending balance (in shares) | 1,471 | 1,310 | 1,060 | 424 |
Weighted average grant date fair value | ||||
Beginning balance (in usd per share) | $ 10.87 | $ 18.65 | $ 18.65 | |
Granted (in usd per share) | 6.08 | 7.36 | ||
Vested (in usd per share) | 0 | 0 | ||
Forfeited (in usd per share) | 7.24 | 19.33 | ||
Ending balance (in usd per share) | $ 9.52 | $ 10.88 | $ 10.87 | $ 18.65 |
Weighted average remaining recognition period | ||||
Weighted average remaining recognition period | 1 year 8 months 12 days | 2 years | 1 year 8 months 12 days | 2 years |
WARRANTS - Additional Informati
WARRANTS - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 17, 2022 tradingDay $ / shares shares | Mar. 17, 2021 tradingDay $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Warrant or Right [Line Items] | ||||||||
Number of shares of common stock entitled to be purchased by each warrant (in shares) | 1 | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 11.50 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
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 | tradingDay | 20 | |||||||
Earnout period, threshold trading day period | tradingDay | 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 | $ | $ 2.6 | $ 0.5 | $ 2.6 | $ 1.8 | ||||
Weighted average remaining contractual term (years) | 1 year 6 months | 2 years 6 months | 2 years | 3 years | ||||
Warrants outstanding (in shares) | 971,000 | 971,000 | 971,000 | 971,000 | 971,000 | 971,000 | ||
Warrants exercise price (in usd per share) | $ / shares | $ 5.56 | $ 5.56 | $ 5.56 | $ 5.56 | $ 5.56 | $ 5.56 | ||
Public Warrants and Private Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Weighted average remaining contractual term (years) | 5 years | |||||||
Public Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 5,700,000 | 5,700,000 | ||||||
Private warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants, expense (benefit) recognized | $ | $ 0.3 | $ 0.1 | $ 0.4 | $ 0.3 | ||||
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 | $ | $ 23.4 | $ 3.9 | $ 28.2 | $ 3.4 | ||||
Number of shares of common stock entitled to be purchased by each warrant (in shares) | 1 | |||||||
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 | tradingDay | 20 | |||||||
Earnout period, threshold trading day period | tradingDay | 30 | |||||||
Earnout period, business days prior to notice of redemption | 3 days | |||||||
Warrants outstanding (in shares) | 17,900,000 | 17,900,000 | ||||||
Warrants exercise price (in usd per share) | $ / shares | $ 11.50 | |||||||
Series A warrants | Expected volatility | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant, measurement input | 1 | 1 |
WARRANTS - Summary of RTI Warra
WARRANTS - Summary of RTI Warrant Activity (Details) - Common stock - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of warrants | ||||
Beginning balance, Number of warrants (in shares) | 971 | 971 | 971 | |
Granted, Number of warrants (in shares) | 0 | 0 | ||
Exercised, Number of warrants (in shares) | 0 | 0 | ||
Ending balance, Number of warrants (in shares) | 971 | 971 | 971 | 971 |
Exercisable, Number of warrants (in shares) | 971 | 971 | ||
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 |
Weighted average remaining contractual term (years) | ||||
Weighted average remaining contractual term (years) | 1 year 6 months | 2 years 6 months | 2 years | 3 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | May 08, 2023 | Mar. 15, 2023 |
Revolving Credit Facility | ||
Related Party Transaction [Line Items] | ||
Credit facility, affiliates of lender, beneficial owners percentage | 5% | |
Maximum borrowing capacity | $ 150,000,000 | |
Pure Plastic Term Loan Facility | Pure Plastic Note Payable | ||
Related Party Transaction [Line Items] | ||
Credit facility, affiliates of lender, beneficial owners percentage | 5% | |
Maximum borrowing capacity | $ 40,000,000 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and Diluted Earnings Per Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net loss, basic (in shares) | $ (56,576) | $ (15,004) | $ (82,418) | $ (40,436) |
Net loss, diluted (in shares) | $ (56,576) | $ (15,004) | $ (82,418) | $ (40,436) |
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 163,739 | 163,249 | 163,664 | 148,413 |
Weighted average common shares outstanding, diluted (in shares) | 163,739 | 163,249 | 163,664 | 148,413 |
Net loss per share attributable to common stockholder, basic (in usd per share) | $ (0.35) | $ (0.09) | $ (0.50) | $ (0.27) |
Net loss per share attributable to common stockholder, diluted (in usd per share) | $ (0.35) | $ (0.09) | $ (0.50) | $ (0.27) |
NET LOSS PER SHARE - Additional
NET LOSS PER SHARE - Additional Information (Details) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 24.7 | 24.7 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0.6 | 0.6 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3.5 | 3.1 |
PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1.5 | 1.3 |
Contingently Issuable Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4 | 4 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 642,706 | $ 514,317 |
Accumulated Depreciation | 13,888 | 8,598 |
Net Book Value | 628,818 | 505,719 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 81,351 | 12,534 |
Accumulated Depreciation | 1,347 | 1,016 |
Net Book Value | 80,004 | 11,518 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 324,968 | 23,728 |
Accumulated Depreciation | 11,264 | 6,674 |
Net Book Value | 313,704 | 17,054 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,957 | 2,957 |
Accumulated Depreciation | 1,122 | 803 |
Net Book Value | 1,835 | 2,154 |
Fixtures and Furnishings | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 628 | 529 |
Accumulated Depreciation | 128 | 83 |
Net Book Value | 500 | 446 |
Land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 150 | 150 |
Accumulated Depreciation | 27 | 22 |
Net Book Value | 123 | 128 |
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 | 231,502 | 473,269 |
Accumulated Depreciation | 0 | 0 |
Net Book Value | $ 231,502 | $ 473,269 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 4,000 | $ 900 | $ 5,306 | $ 1,693 |
DEVELOPMENT PARTNER ARRANGEME_2
DEVELOPMENT PARTNER ARRANGEMENTS (Details) - Collaborative Arrangement, Transaction with Party to Collaborative Arrangement $ in Millions | 12 Months Ended | |||||||||
Jun. 23, 2020 USD ($) | Nov. 13, 2019 USD ($) | Dec. 13, 2018 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2023 USD ($) | Mar. 27, 2023 | Dec. 31, 2022 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 | |||||||
License agreement, second side letter, commercial sale as percentage of nameplate capacity | 70% | |||||||||
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 ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Assets and Liabilities Measurements on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 17, 2022 |
Assets | |||
Investments | $ 0 | $ 98,592 | |
Commercial paper, available for sale | |||
Assets | |||
Investments | 32,756 | ||
Corporate Bonds, available for sale | |||
Assets | |||
Investments | 58,442 | ||
Municipal bonds, available for sale | |||
Assets | |||
Investments | 7,394 | ||
Level 2 | Series A warrants | |||
Liabilities | |||
Warrant liability | $ 43,900 | ||
Fair Value Measurements on Recurring Basis | |||
Assets | |||
Cash equivalents | 0 | 51,250 | |
Restricted cash equivalents - current | 36,098 | 68,850 | |
Restricted cash equivalents - noncurrent | 151,345 | 94,781 | |
Total investments | 0 | 98,592 | |
Liabilities | |||
Total warrant liability | 87,031 | 55,883 | |
Fair Value Measurements on Recurring Basis | RTI warrants | |||
Liabilities | |||
Warrant liability | 6,233 | 3,670 | |
Fair Value Measurements on Recurring Basis | Private warrants | |||
Liabilities | |||
Warrant liability | 1,155 | 784 | |
Fair Value Measurements on Recurring Basis | Series A warrants | |||
Liabilities | |||
Warrant liability | 79,643 | 51,429 | |
Fair Value Measurements on Recurring Basis | Commercial paper, available for sale | |||
Assets | |||
Investments | 0 | 32,756 | |
Fair Value Measurements on Recurring Basis | Corporate Bonds, available for sale | |||
Assets | |||
Investments | 0 | 58,442 | |
Fair Value Measurements on Recurring Basis | Municipal bonds, available for sale | |||
Assets | |||
Investments | 0 | 7,394 | |
Fair Value Measurements on Recurring Basis | Level 1 | |||
Assets | |||
Cash equivalents | 0 | 51,250 | |
Restricted cash equivalents - current | 36,098 | 68,850 | |
Restricted cash equivalents - noncurrent | 151,345 | 94,781 | |
Total investments | 0 | 0 | |
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 | 0 | 0 | |
Restricted cash equivalents - current | 0 | 0 | |
Restricted cash equivalents - noncurrent | 0 | 0 | |
Total investments | 0 | 98,592 | |
Liabilities | |||
Total warrant liability | 79,643 | 51,429 | |
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 | 79,643 | 51,429 | |
Fair Value Measurements on Recurring Basis | Level 2 | Commercial paper, available for sale | |||
Assets | |||
Investments | 0 | 32,756 | |
Fair Value Measurements on Recurring Basis | Level 2 | Corporate Bonds, available for sale | |||
Assets | |||
Investments | 0 | 58,442 | |
Fair Value Measurements on Recurring Basis | Level 2 | Municipal bonds, available for sale | |||
Assets | |||
Investments | 0 | 7,394 | |
Fair Value Measurements on Recurring Basis | Level 3 | |||
Assets | |||
Cash equivalents | 0 | 0 | |
Restricted cash equivalents - current | 0 | 0 | |
Restricted cash equivalents - noncurrent | 0 | 0 | |
Total investments | 0 | 0 | |
Liabilities | |||
Total warrant liability | 7,388 | 4,454 | |
Fair Value Measurements on Recurring Basis | Level 3 | RTI warrants | |||
Liabilities | |||
Warrant liability | 6,233 | 3,670 | |
Fair Value Measurements on Recurring Basis | Level 3 | Private warrants | |||
Liabilities | |||
Warrant liability | 1,155 | 784 | |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 0.878 | 1.051 |
Expected volatility | RTI warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.859 | 0.997 |
Risk-free rate of return | Private warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.046 | 0.042 |
Risk-free rate of return | RTI warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant, measurement input | 0.051 | 0.044 |
Expected option term (years) | Private warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected option term (years) | 2 years 8 months 12 days | 3 years 2 months 12 days |
Expected option term (years) | RTI warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected option term (years) | 1 year 6 months | 2 years |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Details) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 17, 2022 USD ($) |
Private warrants | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 1,155,000 | $ 784,000 | |
Private warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value | 1,155,000 | 784,000 | |
Private warrants | Level 3 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 1,155,000 | $ 784,000 | |
Private warrants | Level 3 | Fair Value Measurements on Recurring Basis | Expected annual dividend yield | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant, measurement input | 0 | 0 | |
Private warrants | Level 2 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 0 | $ 0 | |
RTI warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants repurchase maximum threshold | 15,000,000 | ||
RTI warrants | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | 6,233,000 | 3,670,000 | |
RTI warrants | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Aggregate value | 6,233,000 | 3,670,000 | |
RTI warrants | Level 3 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 6,233,000 | $ 3,670,000 | |
RTI warrants | Level 3 | Fair Value Measurements on Recurring Basis | Expected annual dividend yield | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrant, measurement input | 0 | 0 | |
RTI warrants | Level 2 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 0 | $ 0 | |
Series A warrants | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | 79,643,000 | 51,429,000 | |
Series A warrants | Level 3 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | 0 | 0 | |
Series A warrants | Level 2 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 43,900,000 | ||
Series A warrants | Level 2 | Fair Value Measurements on Recurring Basis | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants, fair value | $ 79,643,000 | $ 51,429,000 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - Level 3 Liabilities Measured at Fair Value (Details) - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Private warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 784 |
Change in fair value | 371 |
Ending balance | 1,155 |
RTI warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 3,670 |
Change in fair value | 2,563 |
Ending balance | $ 6,233 |
AVAILABLE-FOR-SALE INVESTMENT_2
AVAILABLE-FOR-SALE INVESTMENTS - Investments by Major Security Type (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 99,234 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (642) | |
Total Fair Value | $ 0 | 98,592 |
Commercial Paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 32,997 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (241) | |
Total Fair Value | 32,756 | |
Corporate Bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 58,791 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (349) | |
Total Fair Value | 58,442 | |
Municipal Bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,446 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (52) | |
Total Fair Value | $ 7,394 |
AVAILABLE-FOR-SALE INVESTMENT_3
AVAILABLE-FOR-SALE INVESTMENTS - Investments by Contractual Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Amortized Cost | ||
Due within one year | $ 92,253 | |
Due after one year through five years | 6,981 | |
Amortized Cost | 99,234 | |
Fair Value | ||
Due within one year | 91,669 | |
Due after one year through five years | 6,923 | |
Debt securities available for sale | $ 0 | $ 98,592 |
AVAILABLE-FOR-SALE INVESTMENT_4
AVAILABLE-FOR-SALE INVESTMENTS - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Other-than-temporary impairment losses recognized on available-for-sale securities | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Jun. 16, 2023 USD ($) | Mar. 14, 2023 USD ($) | May 11, 2021 classAction |
Loss Contingencies [Line Items] | |||
Number of class actions complaints filed | classAction | 2 | ||
Denham-Blythe Arbitration | |||
Loss Contingencies [Line Items] | |||
Related to certain fee | $ 17 | ||
Surety Bond | |||
Loss Contingencies [Line Items] | |||
Surety bond, amount | $ 25 | ||
Surety bond, term | 1 year | ||
Surety bond, renewal period | 1 year |
LEASES - Additional Information
LEASES - Additional Information (Details) $ in Thousands, € in Millions | Jun. 30, 2023 USD ($) a | Jan. 31, 2023 EUR (€) | Aug. 24, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |||
Operating lease term | 30 years | 15 years | |
Total minimum lease payments | $ 51,185 | € 27.7 | $ 52,300 |
Sale leaseback transaction, number of land (in acres) | a | 150 | ||
Sale leaseback transaction, estimated cost | $ 440,000 | ||
Sale leaseback transaction, amount invested to date | $ 74,000 | ||
Real Estate, Equipment and Vehicles | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease term | 30 years | ||
Real Estate, Equipment and Vehicles | Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease term | 1 year | ||
Real Estate, Equipment and Vehicles | Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease term | 30 years |
LEASES - Schedule Of Lease Expe
LEASES - Schedule Of Lease Expense And Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 893 | $ 349 | $ 1,790 | $ 772 |
Short-term lease cost | 462 | 105 | 584 | 208 |
Total lease cost | $ 1,355 | $ 454 | 2,374 | 980 |
Operating cash flows from operating leases | 1,522 | 427 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 12,335 | $ 80 | ||
Weighted-average remaining lease term (in years) - operating leases | 15 years 9 months 18 days | 9 years 8 months 12 days | 15 years 9 months 18 days | 9 years 8 months 12 days |
Weighted-average discount rate - operating leases | 6% | 4.10% | 6% | 4.10% |
LEASES - Schedule Of Supplement
LEASES - Schedule Of Supplemental Balance Sheet Information Related To Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 29,891 | $ 19,136 |
Accrued expenses | 2,397 | 2,188 |
Other long-term liabilities | 27,371 | 16,620 |
Total operating lease liabilities | $ 29,768 | $ 18,808 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses |
LEASES - Schedule Of Maturities
LEASES - Schedule Of Maturities Of The Lease Liabilities (Details) $ in Thousands, € in Millions | Jun. 30, 2023 USD ($) | Jan. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Aug. 24, 2022 USD ($) |
Leases [Abstract] | ||||
2023 (July through December) | $ 1,960 | |||
2024 | 4,284 | |||
2025 | 4,290 | |||
2026 | 4,210 | |||
2027 | 3,799 | |||
2028 | 2,556 | |||
Thereafter | 30,086 | |||
Total lease payments | 51,185 | € 27.7 | $ 52,300 | |
Less: Imputed interest | (21,417) | |||
Present value of lease liabilities | $ 29,768 | $ 18,808 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Mar. 15, 2023 USD ($) |
Revolving Credit Facility | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 150,000,000 |