Investments | Investments ESM ILiAD, LLC ("ESM") In the fourth quarter of 2023, Arcadium Lithium entered into an agreement with EnergySource Minerals, LLC ("EnergySource"), a developer of lithium projects in the Salton Sea Known Geothermal Resource Area in California, for a minority equity interest in ESM, a subsidiary of EnergySource and the parent company of ILiAD Technologies, LLC ("ILiAD Technologies"). In connection with its investment in ESM, Arcadium Lithium will have the right to license ILiAD Technologies' Integrated Lithium Adsorption Desorption ("ILiAD") technology for potential deployment at its lithium brine resources in Argentina. Arcadium Lithium accounts for its interest in ESM under ASC Topic 321, Investments – Equity Securities ("ASC 321"). Since our investment in ESM does not have a readily determinable fair value, we use the measurement alternative under ASC 321. Our investment is measured at cost less impairments, adjusted for observable price changes in orderly transactions for the identical or similar investment of the same issuer. If the Company determines that an indicator of impairment or upward adjustment is present, an adjustment is recorded, which is measured as the difference between carrying value and estimated fair value. Estimated fair value is generally determined using an income approach on discounted cash flows or negotiated transaction values. As of December 31, 2023, the carrying amount of our investment in ESM is $30.1 million. Nemaska Lithium Inc. ("Nemaska Lithium", or "NLI") Nemaska Lithium, domiciled in Canada and headquartered in Montreal, Québec, is a non-public mining company not yet in the production stage. It is a development company aiming to vertically integrate, from extracting, processing and concentrating spodumene to conversion of spodumene into battery grade lithium hydroxide, primarily intended for energy storage applications. Its primary assets are construction in progress and intangibles principally related to intellectual property. Nemaska Lithium intends to develop the Whabouchi spodumene mine and concentrator in the James Bay region of Québec and a lithium hydroxide conversion plant in Bécancour, Québec (collectively, the "Nemaska Lithium Project"). As a developing company and to fund the Nemaska Lithium Project, Nemaska Lithium is reliant on securing financing from its shareholders through share subscriptions. In December 2019, Nemaska Lithium and certain affiliates filed for creditor protection in Canada under the Companies’ Creditors Arrangement Act (the "CCAA") in the Superior Court of Québec (the "CCAA Court"). In October 2020, the CCAA Court approved a sale of Nemaska Lithium structured as a credit bid under the CCAA to a group made up of Orion Mine Finance ("Orion"), Investissement Québec ("IQ", a company established by the Government of Québec to favor investment in Québec by Québec-based and international companies) and The Pallinghurst Group ("Pallinghurst", acting through a new entity named Québec Lithium Partners (UK) Limited ("QLP")). After a series of amalgamations and restructurings, the sale transactions were completed on December 1, 2020, pursuant to which IQ and QLP each acquired a 50% equity interest in Nemaska Lithium. In the fourth quarter of 2020, Livent entered into an agreement with Pallinghurst for a 50% equity interest in QLP. Through this investment, Livent obtained indirect ownership of a 25% equity interest in Nemaska Lithium. On June 6, 2022, Livent issued 17,500,000 shares of its common stock to acquire the remaining 50% share of QLP previously owned by Pallinghurst and certain of its investors (the "QLP Merger"). Upon consummation of the QLP Merger, Livent recorded an Investment of $387.1 million, QLP's cash and cash equivalents of $0.3 million and short-term debt of $13.5 million; and an increase to additional paid in capital of $373.9 million. Livent now owns a 50% economic interest in NLI through its ownership of QLP. The Québec provincial government, through IQ, continues to own the remaining 50% interest in Nemaska Lithium. At present, we do not have off-take rights on the production to come out of the Nemaska Lithium Project. On October 18 2023, we entered into an amendment to our shareholders agreement with Nemaska Lithium, and also amendments to certain related service agreements. The amendments to these agreements provide QLP with control of certain substantive participating rights, and as such, the Company began to consolidate Nemaska Lithium as of October 18, 2023. Nemaska Lithium is a development company which, as of the October 18, 2023 consolidation date, met the U.S. GAAP definition of a business and, as such, the Company remeasured its equity interest in Nemaska, including the noncontrolling interest of IQ, at fair value as of the consolidation date. We estimated the fair value of IQ's noncontrolling interest by multiplying the total fair value of Nemaska Lithium equity by IQ's equity ownership interest and also considered any discounts for lack of control and marketability. The fair value of the assets and liabilities of Nemaska Lithium assumed under business combination accounting guidance for the Nemaska Lithium consolidation, including the impact of income taxes, is preliminary. The preliminary fair value allocation is subject to change for up to one year subsequent to the October 18, 2023 consolidation date of Nemaska Lithium. Determining the fair value of the assets and liabilities of Nemaska Lithium requires judgment and certain assumptions to be made, the most significant of these being related to the valuation of Nemaska Lithium's mining properties and rights. Nemaska Lithium is consolidated on a one-quarter lag basis. The table below represents Nemaska Lithium's balance sheet at fair value consolidated by the Company as of October 18, 2023: Nemaska Lithium Inc. October 18, (in Millions) Note 2023 (a) ASSETS Cash and cash equivalents $ 133.5 Sales tax receivable 9.2 Prepaid expenses 3.4 Total current assets 146.1 In-trust deposits b 9.9 Property, plant and equipment c 925.2 Goodwill d 120.7 Intangible assets e 52.0 Other non-current assets 0.5 Total non-current assets 1,108.3 Total assets $ 1,254.4 LIABILITIES AND EQUITY Current portion of long-term debt f $ 2.4 Accounts payable and accrued liabilities 59.8 Total current liabilities 62.2 Long-term debt g 56.1 Contract liability - long-term g 19.8 Asset retirement obligations h 3.4 Deferred income taxes 113.4 Other non-current liabilities 0.3 Total non-current liabilities 193.0 Total current and long-term liabilities 255.2 Livent stockholders’ equity 499.6 Noncontrolling interest 499.6 Total equity 999.2 Total liabilities and equity $ 1,254.4 a. Represents the Nemaska Lithium balance sheet as of the October 18, 2023 consolidation date. b. Represents a deposit held in trust for estimated restoration costs relating to the Whabouchi site asset retirement obligation. c. Primarily represents mining property, mining rights and construction in progress for the Whabouchi and Bécancour sites related to project engineering, equipment and site preparation and capitalized financing costs. d. Primarily related to potential synergies arising from the proximity of Nemaska Lithium to other resources in the region. e. Primarily represents intellectual property in relation to patents and development costs with a weighted average amortization period of 15 years. f. Represents current portion of the unsecured obligation governing the working relationship between the Nemaska Lithium Project and the Cree Nation of Nemaska. g. Primarily represents $75.0 million for the prepayment received for a customer supply agreement entered on October 18, 2023, recorded net of imputed discount of $19.8 million. h. Represents the asset retirement obligation for estimated inflation-adjusted and discounted future costs associated with mine reclamation and closure activities at the Whabouchi site, and assuming that the disbursements would be made in 2056. Before October 18, 2023, the Company accounted for its interest in Nemaska Lithium as an equity method investment on a one-quarter lag basis and it was included in Investments in our consolidated balance sheets. The carrying amount of our interest in Nemaska Lithium was $437.1 million as of December 31, 2022 under equity method investment accounting. For the years ended December 31, 2023, 2022, and 2021 we recorded a $23.1 million, $15.1 million, and $5.5 million loss, respectively, related to our interest in Nemaska Lithium to Equity in net loss of unconsolidated affiliate in our consolidated statements of operations. The following summarized financial data for Nemaska Lithium present, on a one-quarter lag basis, the assets, liabilities, equity, results of operations and cash flows for Nemaska Lithium for periods in which it was a significant unconsolidated affiliate: Nemaska Lithium Inc. December 31, (in Millions) Note 2022 (a) 2021 (a) ASSETS Cash and cash equivalents $ 5.9 $ 10.3 Sales tax receivable 2.5 0.4 Prepaid expenses 0.6 0.6 Other current assets 0.1 — Assets held for sale 1.0 1.1 Total current assets 10.1 12.4 In-trust deposits b 8.9 7.3 Property, plant and equipment, net of accumulated depreciation of $0.7 in 2022 and $0.6 in 2021 c 166.6 176.3 Intangible assets d 29.5 31.9 Total non-current assets 205.0 215.5 Total assets $ 215.1 $ 227.9 LIABILITIES AND EQUITY Current portion of long-term debt e $ 35.7 $ 2.7 Accounts payable and accrued liabilities 4.1 2.1 Current portion of financial liability f 0.5 9.5 Total current liabilities 40.3 14.3 Long-term debt g — 30.5 Non-current portion of unsecured obligation h 2.3 5.1 Asset retirement obligations i 6.9 6.4 Other non-current liabilities 0.4 — Total non-current liabilities 9.6 42.0 Total current and long-term liabilities 49.9 56.3 Share capital j 115.0 71.6 Contributed surplus 24.0 25.8 Retained earnings 26.2 74.2 Total equity 165.2 171.6 Total liabilities and equity $ 215.1 $ 227.9 ________________________ a. Represents September 30, 2022 and September 30, 2021, respectively, for Nemaska Lithium on a one-quarter lag basis, as allowed under ASC 323. b. Represents a deposit held in trust for estimated restoration costs relating to the Whabouchi site asset retirement obligation (note i). c. Primarily represents construction in progress for the Whabouchi site related to project engineering, equipment and site preparation and capitalized financing costs. d. Primarily represents intellectual property in relation to patents and development costs. e. Includes $33.2 million representing current portion of the Orion promissory note and $2.5 million related to the unsecured obligation governing the working relationship between the Nemaska Lithium Project and the Cree Nation of Nemaska (see Note h). f. Includes a bankruptcy restructuring obligation due to a supplier that was paid in the first quarter of 2022. g. Represents a promissory note to Orion. The Orion note bears interest at 8%, matured November 26, 2022, and was secured by Nemaska Lithium's tangible and intangible assets. h. Represents an unsecured obligation governing the working relationship between the Nemaska Lithium Project and the Cree Nation of Nemaska. The obligation bears interest at 4.75% per annum, matures in September 2024, and is repaid in quarterly installments. i. Represents the asset retirement obligation for estimated inflation-adjusted and discounted future costs associated with mine reclamation and closure activities at the Whabouchi site, and assuming that the disbursements would be made in 2056. j. For the twelve months ended September 30, 2022 and the ten months ended September 30, 2021, Nemaska Lithium issued 20 million and 60 million shares, respectively, for cash proceeds of $50.6 million and $70.2 million, respectively. An unlimited number of shares are authorized without par value. Nemaska Lithium Inc. (in Millions) Year Ended December 31, Note 2023 (a) 2022 (a) 2021 (a) Summary of Statement of Operations Information: Operating costs b $ 30.7 $ 25.7 $ 11.5 General and administrative costs c 16.7 14.2 8.0 Other (income)/costs d (1.3) 4.3 2.5 Net loss from operations before income taxes (46.1) (44.2) (22.0) Income tax benefit — — (0.2) Net loss $ (46.1) $ (44.2) $ (21.8) _________________________ a. Represents the nine months and 17 days ended July 17, 2023, the twelve months ended September 30, 2022 and the ten months ended September 30, 2021 (our initial investment was made on December 1, 2020), respectively, for Nemaska Lithium on a one-quarter lag basis, as allowed under ASC 323, all prior to consolidation of Nemaska Lithium on October 18, 2023. b. Primarily includes construction management and engineering consulting fees. c. Primarily includes employee compensation, rent, office and other expenses and professional fees. d. Primarily includes finance (income)/costs and foreign exchange gains and losses. Nemaska Lithium Inc. (in Millions) Year Ended December 31, Note 2022 (a) 2021 (a) Cash used in operating activities $ (41.6) $ (15.0) Cash used in investing activities: Additions to property, plant and equipment (1.4) — Purchases of intangible assets (0.1) — Proceeds from sale of assets — 0.3 Increase in deposit to suppliers — (0.8) Cash used in investing activities $ (1.5) $ (0.5) Cash provided by financing activities: Proceeds from issuance of shares b 50.6 70.2 Debt repayment (8.8) (50.0) Payment of unsecured obligation (2.6) (2.7) Cash provided by financing activities $ 39.2 $ 17.5 Effect of exchange rate changes on cash and cash equivalents (0.5) 0.6 (Decrease)/increase in cash and cash equivalents (4.4) 2.6 Cash and cash equivalents, beginning of period 10.3 7.7 Cash and cash equivalents, end of period $ 5.9 $ 10.3 _________________________ a. Represents the twelve months ended September 30, 2022 and the ten months ended September 30, 2021, respectively, for Nemaska Lithium on a one-quarter lag basis, as allowed under ASC 323. b. |