10-Q 1 mp-20220630.htm 10-Q mp-20220630
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-39277
mp-20220630_g1.jpg
MP MATERIALS CORP.
(Exact name of registrant as specified in its charter)
Delaware84-4465489
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
6720 Via Austi Parkway, Suite 450
Las VegasNevada 89119
(702) 844-6111
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value of $0.0001 per shareMPNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of August 1, 2022, the number of shares of the registrant’s common stock outstanding was 177,534,132.



MP MATERIALS CORP. AND SUBSIDIARIES
TABLE OF CONTENTS

i

References herein to the “Company,” “MP Materials,” “we,” “our,” and “us,” refer to MP Materials Corp. and its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in this Quarterly Report on Form 10-Q for the three months ended June 30, 2022 (this “Form 10-Q”), that are not historical facts are forward-looking statements under Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of the words such as “estimate,” “plan,” “shall,” “may,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Form 10-Q or our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control.
These forward-looking statements are subject to a number of risks and uncertainties, including:
fluctuations and uncertainties related to demand for and pricing of rare earth products;
uncertainties regarding the growth of existing and emerging uses for rare earth products and ability to compete with substitutions for rare earth minerals;
the intense competition within the rare earth mining and processing industry;
uncertainties relating to our commercial arrangements with Shenghe Resources (Singapore) International Trading Pte. Ltd., an affiliate of Shenghe Resources Holding Co., Ltd., a global rare earth company listed on the Shanghai Stock Exchange;
potential changes in China’s political environment and policies;
unanticipated costs or delays associated with our Stage II optimization project;
unanticipated costs or delays associated with our Stage III project;
risks associated with our intellectual property rights, including uncertainties related to the Company’s ability to obtain the intellectual property rights or licenses of intellectual property rights to produce NdFeB alloy and magnets;
uncertainties related to the Company’s ability to produce and supply NdFeB alloy and magnets;
the ability to convert current commercial discussions with customers for the sale of rare earth oxide products, NdFeB alloy and magnets into contracts;
uncertainties relating to the COVID-19 pandemic;
potential power shortages and interruptions at Mountain Pass;
increasing costs or limited access to raw materials that may adversely affect our profitability;
fluctuations in transportation costs or disruptions in transportation services;
inability to meet individual customer specifications;
diminished access to water;
uncertainty in our estimates of rare earth oxide reserves;
risks associated with work stoppages;
a shortage of skilled technicians and engineers;
loss of key personnel;
risks associated with the inherent dangers involved in mining activity and metal and alloy manufacturing;
risks associated with events outside of our control, such as natural disasters, climate change, wars or health epidemics or pandemics;
risks related to technology systems and security breaches;
ability to maintain satisfactory labor relations;
ii

ability to comply with various government regulations that are applicable to our business;
ability to maintain our governmental licenses, registrations, permits, and approvals necessary for us to operate our business;
risks relating to extensive and costly environmental regulatory requirements;
risks associated with the terms of our convertible notes; and
the other factors described elsewhere in this Form 10-Q, included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors” or as described in our Form 10-K, or as described in the other documents and reports we file with the Securities and Exchange Commission (“SEC”).
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Form 10-Q are more fully described within Part II, Item 1A, “Risk Factors” in this Form 10-Q and “Part I, Item 1A. Risk Factors” in our Form 10-K. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

iii

PART I—FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
MP MATERIALS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, 2022December 31, 2021
(in thousands, except share and per share data)
Assets
Current assets
Cash and cash equivalents$664,457 $1,179,297 
Short-term investments599,666  
Total cash, cash equivalents and short-term investments1,264,123 1,179,297 
Accounts receivable (including related party), net of allowance for credit losses of $0 and $0, respectively
32,748 51,009 
Inventories42,244 38,692 
Income taxes receivable4,271  
Prepaid expenses and other current assets5,486 7,809 
Total current assets1,348,872 1,276,807 
Non-current assets
Property, plant and equipment, net749,848 610,612 
Other non-current assets2,519 2,247 
Total non-current assets752,367 612,859 
Total assets$2,101,239 $1,889,666 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued liabilities$62,097 $35,734 
Income taxes payable 3,463 
Current installments of long-term debt—related party
 16,082 
Other current liabilities4,050 4,264 
Total current liabilities66,147 59,543 
Non-current liabilities
Asset retirement obligations18,162 17,615 
Environmental obligations16,589 16,598 
Long-term debt, net of current portion676,683 674,927 
Deferred income taxes146,606 104,500 
Other non-current liabilities6,315 7,751 
Total non-current liabilities864,355 821,391 
Total liabilities930,502 880,934 
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock ($0.0001 par value, 50,000,000 shares authorized, none issued and outstanding in either period)
  
Common stock ($0.0001 par value, 450,000,000 shares authorized, 177,534,132 and 177,816,554 shares issued and outstanding, as of June 30, 2022, and December 31, 2021, respectively)
18 18 
Additional paid-in capital939,900 936,299 
Retained earnings231,235 72,415 
Accumulated other comprehensive loss(416) 
Total stockholders’ equity1,170,737 1,008,732 
Total liabilities and stockholders’ equity$2,101,239 $1,889,666 
See accompanying notes to the Condensed Consolidated Financial Statements.
1

MP MATERIALS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months ended June 30,For the six months ended June 30,
(in thousands, except share and per share data)2022202120222021
Revenue:
Product sales (including related party)$139,183 $72,522 $300,938 $132,261 
Other sales (including related party)4,379 596 8,882 828 
Total revenue143,562 73,118 309,820 133,089 
Operating costs and expenses:
Cost of sales (including related party)(excluding depreciation, depletion and amortization)
22,092 17,955 45,265 35,891 
Selling, general and administrative18,222 12,647 38,787 26,105 
Advanced projects, development and other1,668 984 3,486 1,109 
Depreciation, depletion and amortization5,407 6,666 10,667 12,816 
Accretion of asset retirement and environmental obligations419 592 837 1,185 
Write-down of inventories 1,809  1,809 
Total operating costs and expenses47,808 40,653 99,042 78,915 
Operating income95,754 32,465 210,778 54,174 
Interest expense, net(1,326)(2,639)(3,231)(3,793)
Other income2,212 3,504 2,406 3,559 
Income before income taxes96,640 33,330 209,953 53,940 
Income tax expense(23,371)(6,164)(51,133)(10,655)
Net income$73,269 $27,166 $158,820 $43,285 
Earnings per share:
Basic$0.42 $0.16 $0.90 $0.25 
Diluted$0.38 $0.15 $0.83 $0.24 
Weighted-average shares outstanding:
Basic176,527,570 172,677,923 176,442,043 170,810,353 
Diluted193,414,563 193,145,644 193,452,921 186,282,857 
See accompanying notes to the Condensed Consolidated Financial Statements.
2

MP MATERIALS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
For the three months ended June 30,For the six months ended June 30,
(in thousands)2022202120222021
Net income$73,269 $27,166 $158,820 $43,285 
Other comprehensive loss, net of tax:
Net unrealized losses on available-for-sale securities(416) (416) 
Total comprehensive income$72,853 $27,166 $158,404 $43,285 
See accompanying notes to the Condensed Consolidated Financial Statements.
3

MP MATERIALS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
Three months ended June 30, 2022 and 2021
Preferred StockCommon StockAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other Comprehensive Loss
Total
Stockholders’
Equity
(in thousands, except share data)SharesAmountSharesAmount
Balance as of April 1, 2022 $ 177,526,007 $18 $932,384 $157,966 $ $1,090,368 
Stock-based compensation— — 13,303 — 7,718 — — 7,718 
Shares used to settle payroll tax withholding— — (5,178)— (202)— — (202)
Net income— — — — — 73,269 — 73,269 
Unrealized losses on available-for-sale securities— — — — — — (416)(416)
Balance as of June 30, 2022 $ 177,534,132 $18 $939,900 $231,235 $(416)$1,170,737 
Balance as of April 1, 2021 $ 170,745,864 $17 $921,643 $(46,503)$ $875,157 
Redemption of Public Warrants— — 7,080,005 1 (2)— — (1)
Stock-based compensation— — 18,402 — 4,498 — — 4,498 
Forfeiture of restricted stock— — (90,000)— — — — — 
Shares used to settle payroll tax withholding— — (5,784)— (193)— — (193)
Net income— — — — — 27,166 — 27,166 
Other— — — — (2)— — (2)
Balance as of June 30, 2021 $ 177,748,487 $18 $925,944 $(19,337)$ $906,625 
Six months ended June 30, 2022 and 2021
Preferred StockCommon StockAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other Comprehensive Loss
Total
Stockholders’
Equity
(in thousands, except share data)SharesAmountSharesAmount
Balance as of January 1, 2022 $ 177,816,554 $18 $936,299 $72,415 $ $1,008,732 
Stock-based compensation— — 60,185 — 17,897 — — 17,897 
Shares used to settle payroll tax withholding— — (342,607)— (14,296)— — (14,296)
Net income— — — — — 158,820 — 158,820 
Unrealized losses on available-for-sale securities— — — — — — (416)(416)
Balance as of June 30, 2022 $ 177,534,132 $18 $939,900 $231,235 $(416)$1,170,737 
Balance as of January 1, 2021 $ 170,719,979 $17 $916,482 $(62,622)$ $853,877 
Redemption of Public Warrants— — 7,080,005 1 (2)— — (1)
Stock-based compensation— — 54,722 — 10,171 — — 10,171 
Forfeiture of restricted stock— — (90,000)— — — — — 
Shares used to settle payroll tax withholding— — (16,219)— (527)— — (527)
Net income— — — — — 43,285 — 43,285 
Other— — — — (180)— — (180)
Balance as of June 30, 2021 $ 177,748,487 $18 $925,944 $(19,337)$ $906,625 
See accompanying notes to the Condensed Consolidated Financial Statements.
4

MP MATERIALS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the six months ended June 30,
(in thousands)20222021
Operating activities:
Net income$158,820 $43,285 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization10,667 12,816 
Accretion of asset retirement and environmental obligations837 1,185 
Accretion of discount on short-term investments(1,008) 
Gain on forgiveness of Paycheck Protection Loan (3,401)
Loss on sale or disposal of long-lived assets, net258 37 
Stock-based compensation expense17,213 10,171 
Accretion of debt discount and amortization of debt issuance costs2,274 3,287 
Write-down of inventories 1,809 
Revenue recognized in exchange for debt principal reduction(13,566)(22,901)
Deferred income taxes42,106 8,105 
Decrease (increase) in operating assets:
Accounts receivable (including related party)18,261 (4,589)
Inventories(3,552)(5,038)
Income taxes receivable(4,271) 
Prepaid expenses, other current and non-current assets1,437 (2,973)
Increase (decrease) in operating liabilities:
Accounts payable and accrued liabilities(5,476)4,236 
Income taxes payable(3,463)2,451 
Other current and non-current liabilities(675)(511)
Net cash provided by operating activities219,862 47,969 
Investing activities:
Additions to property, plant and equipment(122,584)(44,691)
Purchases of short-term investments(599,195) 
Proceeds from sale of property, plant and equipment 125 
Proceeds from government awards used for construction5,130  
Net cash used in investing activities(716,649)(44,566)
Financing activities:
Proceeds from issuance of long-term debt
 690,000 
Principal payments on debt obligations and finance leases(4,488)(990)
Payment of debt issuance costs (17,749)
Tax withholding on stock-based awards(14,296)(527)
Other (244)
Net cash provided by (used in) financing activities(18,784)670,490 
Net change in cash, cash equivalents and restricted cash(515,571)673,893 
Cash, cash equivalents and restricted cash beginning balance1,181,157 532,440 
Cash, cash equivalents and restricted cash ending balance$665,586 $1,206,333 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$664,457 $1,196,875 
Restricted cash, current600 340 
Restricted cash, non-current529 9,118 
Total cash, cash equivalents and restricted cash$665,586 $1,206,333 
See accompanying notes to the Condensed Consolidated Financial Statements.
5

MP MATERIALS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1—DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business: MP Materials is the largest producer of rare earth materials in the Western Hemisphere. We own and operate the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”), the only rare earth mining and processing site of scale in North America. The Company is headquartered in Las Vegas, Nevada. References herein to the “Company,” “we,” “our,” and “us,” refer to MP Materials Corp. and its subsidiaries.
We currently produce a rare earth concentrate that we sell pursuant to an offtake agreement to Shenghe Resources (Singapore) International Trading Pte. Ltd. (“Shenghe”), a majority-owned subsidiary of Leshan Shenghe Rare Earth Co., Ltd. (“Leshan Shenghe”) whose ultimate parent is Shenghe Resources Holding Co., Ltd., a leading global rare earth company listed on the Shanghai Stock Exchange. We are currently recommissioning, upgrading and enhancing the processing facility at Mountain Pass to provide for the separation of the individual rare earth elements contained in our concentrate (referred to as the “Stage II optimization project” or “Stage II”), that will allow us to sell separated rare earth oxides directly to end users. Additionally, in the first quarter of 2022, we began construction on our initial rare earth, metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”) as a part of our Stage III downstream expansion strategy (“Stage III”). For more information on our relationship and agreements with Shenghe, see Note 3, “Relationship and Agreements with Shenghe,” and Note 14, “Related-Party Transactions.”
In April 2022, the Company entered into a definitive long-term supply agreement with General Motors Company (NYSE: GM) (“GM”) to supply U.S.-sourced and manufactured rare earth materials, alloy and finished magnets for the electric motors in more than a dozen models using GM’s Ultium Platform, with a gradual production ramp that is expected to begin in late 2023, starting with alloy. The definitive long-term supply agreement solidifies the terms of a binding agreement announced by the Company in December 2021.
Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker views the Company’s operations and manages the business as one reportable segment.
The cash flows and profitability of the Company’s operations are significantly affected by the market price of rare earth products. The prices of rare earth products are affected by numerous factors beyond the Company’s control. The products of the Company are sold globally, with a primary focus in the Asian market due to the refining capabilities of the region. Rare earth products are critical inputs in hundreds of existing and emerging clean-tech applications including electric vehicles and wind turbines as well as drones and defense applications.
Basis of Presentation: The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The unaudited Condensed Consolidated Financial Statements include the accounts of MP Materials Corp. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates: The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results may differ from those estimates.
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Concentration of Risk: Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, short-term investments and trade accounts receivable. The Company believes that its credit risk is limited because the Company’s current contracts are with companies with a reliable payment history. The Company does not believe that it is exposed to any significant risks related to its cash accounts, money market funds, or short-term investments.
As of June 30, 2022, Shenghe, a related party of the Company and our principal customer, accounted for more than 90% of product sales. Furthermore, while revenue is generated in the United States, Shenghe conducts its primary operations in China and may transport and sell products in the Chinese market. Therefore, the Company’s revenue is affected by Shenghe’s ultimate realized prices in China. In addition, there is an ongoing economic conflict between China and the United States that has resulted in tariffs and trade barriers that may negatively affect the Company’s business and results of operations. See Note 3, “Relationship and Agreements with Shenghe,” for additional information.
In December 2019, a novel strain of coronavirus (known as “COVID-19”) began to impact the population of China. In March 2020, the outbreak of COVID-19 was declared a global pandemic after growing both in the United States and globally. The responses by governments, societies, and private sector entities to the COVID-19 pandemic, which include temporary closures of businesses, social distancing, travel restrictions, “shelter in place,” and other governmental regulations and various economic stimulus programs, have significantly impacted market volatility and general global economic conditions, including significant business and supply chain disruption as well as broad-based changes in supply and demand.
Since the onset of the COVID-19 pandemic, we have experienced, at times, significant shipping delays due to congestion and slowdowns at U.S. and international ports caused by shortages in vessels, containers, and truckers, also disrupting the global supply chain. Congestion and slowdowns have affected and may continue to affect the capacity at ports to receive deliveries of products or the loading of shipments onto vessels. Despite these factors, we have not experienced a reduction in production or sales due to the COVID-19 pandemic; however, the COVID-19 pandemic has contributed to certain cost and schedule pressures on the Stage II optimization project. The Company has worked proactively and diligently to adjust working schedules and hours to optimize logistics and shipping, which has thus far prevented a significant negative impact on our product sales and has mitigated certain impacts on Stage II construction and recommissioning progress. However, there can be no assurance that the ongoing COVID-19 pandemic will not have a negative impact on our production, sales, or growth projects in the future.
As the situation continues to evolve, including as a result of new and potential future variants of COVID-19, the possibility of federal or state mandates on vaccinations, or other factors that may affect international shipping and logistics or involve responses to government actions such as strikes or other disruptions, it is impossible to predict the effect and ultimate impact of the COVID-19 pandemic on the Company’s business and results of operations. The extent and duration of any business disruptions, and related financial impact, cannot be estimated at this time.
Cash, Cash Equivalents and Short-term Investments: Cash and cash equivalents consist of all cash balances and highly liquid investments, including U.S. treasury and agency securities, with a maturity of three months or less at the time of purchase.
The Company’s short-term investments consist of U.S. treasury and agency securities that have original maturities greater than three months at the time of purchase. These investments have been classified and accounted for as available-for-sale securities and the Company reevaluates the classification each reporting period. The Company classifies its available-for-sale securities as either current or non-current based on each instrument’s underlying contractual maturity date and the Company’s expectations of sales and redemptions within the next twelve months. See Note 4, “Cash, Cash Equivalents and Investments,” for additional information.
Available-for-sale securities are recorded at fair value each reporting period. For unrealized losses in securities that the Company intends to hold and will not more likely than not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors. The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance and recognizes a corresponding loss when the impairment is incurred.
Unrealized non-credit related losses and unrealized gains are reported, net of income taxes, in accumulated other comprehensive income or loss, a component of stockholders’ equity within the unaudited Condensed Consolidated Balance Sheets, until realized. Realized gains and losses are reported within our unaudited Condensed Consolidated Statements of Operations upon realization. Accrued interest receivable is included in “Accounts receivable (including related party)” within the Company’s unaudited Condensed Consolidated Balance Sheets.
7

Recently Issued Accounting Pronouncements: There were no new accounting pronouncements recently issued or effective during the three and six months ended June 30, 2022, that had or would be expected to have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.
Reclassifications: Certain amounts in prior periods have been reclassified to conform to the current year presentation.
NOTE 3—RELATIONSHIP AND AGREEMENTS WITH SHENGHE
Offtake Agreement
In March 2022, the Company entered into an offtake agreement with Shenghe (the “Offtake Agreement”), which became effective upon the termination of the A&R Offtake Agreement (as discussed and defined below). The initial term of the Offtake Agreement is two years, with the option to extend the term at the Company’s discretion for an additional one-year period.
Pursuant to the Offtake Agreement, and subject to certain exclusions, Shenghe shall purchase on a “take or pay” basis the rare earth concentrate produced by the Company as the exclusive distributor in China, with certain exceptions for the Company’s direct sales globally. In addition, at the discretion of the Company, Shenghe may be required to purchase on a “take or pay” basis certain non-concentrate rare earth products, although the Company may sell all non-concentrate rare earth products in its sole discretion to customers or end users in any jurisdiction. Under the Offtake Agreement, Shenghe will be paid a variable commission on net proceeds to the Company.
Similar to the A&R Offtake Agreement, the sales price of rare earth concentrate sold to Shenghe is based on an agreed-upon price per metric ton, subject to certain quality adjustments depending on the measured characteristics of the product, with an adjustment for the ultimate market price of the product realized by Shenghe upon sales to their customers. The sales price and other terms applicable to a quantity of offtake products are set forth in monthly purchase agreements between the Company and Shenghe.
Original Commercial Agreements
In May 2017, the Company entered into a set of commercial arrangements with Shenghe, which included a technical services agreement (the “TSA”) and an offtake agreement (the “Original Offtake Agreement”). The Original Offtake Agreement required Shenghe to advance the Company an initial $50.0 million (the “Initial Prepayment Amount”) to fund the restart of operations at the mine and the TSA required Shenghe to fund any additional operating and capital expenditures required to bring Mountain Pass to full operability. Shenghe also agreed to provide additional funding of $30.0 million to the Company pursuant to a separate letter agreement dated June 20, 2017 (the “Letter Agreement”) (the “First Additional Advance”), in connection with our acquisition of Mountain Pass. In addition to the repayment of the First Additional Advance, pursuant to the Letter Agreement, the Initial Prepayment Amount increased by $30.0 million. We refer to the aggregate prepayments made by Shenghe pursuant to the Original Offtake Agreement and the Framework Agreement (defined below), as adjusted for Gross Profit Recoupment (defined below) amounts and any other qualifying repayments to Shenghe, inclusive of the $30.0 million increase to the Initial Prepayment Amount, as the “Prepaid Balance.”
Under the Original Offtake Agreement, we sold to Shenghe, and Shenghe purchased on a firm “take or pay” basis, all of the rare earth products produced at Mountain Pass. Shenghe marketed and sold these products to customers, and retained the gross profits earned on subsequent sales. The gross profits were credited against the Prepaid Balance, and provided the means by which we repaid, and Shenghe recovered, such amounts (the “Gross Profit Recoupment”).
Framework Agreement and Restructured Commercial Agreements
In May 2020, the Company entered into a framework agreement and amendment (the “Framework Agreement”) with Shenghe and Leshan Shenghe that restructured the commercial arrangements and provided for, among other things, a revised funding amount and schedule to settle Shenghe’s prepayment obligations to the Company, as well as an amendment to the Original Offtake Agreement, as discussed below.
Pursuant to the Framework Agreement, the Company entered into an amended and restated offtake agreement with Shenghe on May 19, 2020 (the “A&R Offtake Agreement”), which, upon effectiveness, superseded and replaced the Original Offtake Agreement. Pursuant to the Framework Agreement, Shenghe funded the remaining portion of the Initial Prepayment Amount and agreed to fund an additional $35.5 million advance (the “Second Additional Advance” and together with the Initial Prepayment Amount, inclusive of the $30.0 million increase pursuant to the Letter Agreement, the “Offtake Advances”), which amounts were fully funded in June 2020.
8

The A&R Offtake Agreement maintained the key take-or-pay, amounts owed on actual and deemed advances from Shenghe, and other terms of the Original Offtake Agreement, with the following changes, among other items: (i) as to the offtake products subject to the A&R Offtake Agreement, provided that if we sold such offtake products to a third party, then, until the Prepaid Balance was reduced to zero, we would pay an agreed percentage of our revenue from such sales to Shenghe, to be credited against the amounts owed on Offtake Advances; (ii) provided that the sales price to be paid by Shenghe for our rare earth products (a portion of which reduces the Prepaid Balance rather than being paid in cash) would be based on market prices (net of taxes, tariffs and certain other agreed charges) less applicable discounts; and (iii) obliged us to pay Shenghe, on an annual basis, an amount equal to our annual net income, less any amounts recouped through the Gross Profit Recoupment mechanism over the course of the year, until the Prepaid Balance was reduced to zero.
The sales price and other terms applicable to a quantity of offtake products were set forth in monthly purchase agreements between the Company and Shenghe. In March 2022, the Company made a $2.9 million payment to Shenghe pursuant to item (iii) discussed above. Upon payment by the Company, the Prepaid Balance was repaid in full, and the A&R Offtake Agreement was terminated.
NOTE 4—CASH, CASH EQUIVALENTS AND INVESTMENTS
The following table presents the Company’s cash, cash equivalents and short-term investments:
June 30, 2022December 31, 2021
(in thousands)Amortized Cost BasisUnrealized GainsUnrealized LossesEstimated Fair ValueAmortized Cost BasisUnrealized GainsUnrealized LossesEstimated Fair Value
Cash:
Demand deposits$29,668 $— $— $29,668 $26,536 $— $— $26,536 
Cash equivalents:
Money market funds439,933   439,933 1,152,761   1,152,761 
U.S. agency securities194,875  (19)194,856     
Total cash equivalents634,808  (19)634,789 1,152,761   1,152,761 
Total cash and equivalents664,476  (19)664,457 1,179,297   1,179,297 
Short-term investments:
U.S. agency securities207,764  (141)207,623     
U.S. Treasury securities392,439  (396)392,043     
Total short-term investments600,203  (537)599,666     
Total cash, cash equivalents and short-term investments$1,264,679 $ $(556)$1,264,123 $1,179,297 $ $ $1,179,297 
The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell, any investments in unrealized loss positions before recovery of their amortized cost basis. We did not recognize any credit losses related to our available-for-sale investments during the three and six months ended June 30, 2022. The unrealized losses on our available-for-sale investments were primarily due to unfavorable changes in interest rates subsequent to initial purchase. None of the available-for-sale investments held as of June 30, 2022, were in a continuous unrealized loss position for greater than 12 months and the unrealized losses and the related risk of expected credit losses were not material. There were no realized gains or losses recognized for the three and six months ended June 30, 2022.
As of June 30, 2022, all outstanding available-for-sale securities were due within one year.
NOTE 5—INVENTORIES
The Company’s inventories consisted of the following:
June 30, 2022December 31, 2021
(in thousands)
Materials and supplies
$12,186 $10,711 
In-process
28,455 25,574 
Finished goods
1,603 2,407 
Total inventory$42,244 $38,692 
During the second quarter of 2021, the Company recognized a non-cash write-down of a portion of its legacy low-grade stockpile inventory of $1.8 million, after determining that it contained a significant amount of alluvial material that did not meet
9

the Company’s requirement for mill feed and, as a result, was deemed unusable. The write-down is included in the unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021, as “Write-down of inventories.” No write-down of inventories was recorded for the three and six months ended June 30, 2022.
NOTE 6—PROPERTY, PLANT AND EQUIPMENT
The Company’s property, plant and equipment consisted of the following:
June 30, 2022December 31, 2021
(in thousands)
Land and land improvements$15,765 $7,925 
Buildings and building improvements8,950 8,791 
Machinery and equipment64,148 61,822 
Assets under construction271,054 134,327 
Mineral rights438,719 437,376 
Property, plant and equipment, gross798,636 650,241 
Less: Accumulated depreciation and depletion(48,788)(39,629)
Property, plant and equipment, net$749,848 $610,612 
Additions to Property, Plant and Equipment: The Company capitalized expenditures related to property, plant and equipment of $154.4 million and $62.1 million for the six months ended June 30, 2022 and 2021, respectively, including amounts not yet paid (see Note 15, “Supplemental Cash Flow Information”). The capitalized expenditures for the six months ended June 30, 2022, related to assets under construction to support the Company’s Stage II optimization project and its rare earth metal, alloy and magnet manufacturing facility as a part of Stage III, including the purchase of approximately 18 acres of land in Fort Worth, Texas, in February 2022. The capitalized expenditures for the six months ended June 30, 2021, mostly related to vehicles, machinery, equipment, and assets under construction to support the Stage II optimization project and other capital projects at Mountain Pass.
Government Awards: In November 2020, the Company was awarded a Defense Production Act Title III technology investment agreement (“TIA”) from the Department of Defense (“DOD”) to establish domestic processing for separated light rare earth elements in the amount of $9.6 million. During the six months ended June 30, 2022, pursuant to the TIA, the Company has received $5.1 million in reimbursements from the DOD. The funds received reduced the carrying amount of certain fixed assets associated with the Company’s Stage II optimization project, which are currently included in “Assets under construction.” As of June 30, 2022, the Company is entitled to receive an additional $0.1 million from the DOD under the TIA.
In February 2022, the Company was awarded a $35.0 million contract by the DOD’s Office of Industrial Base Analysis and Sustainment Program to design and build a facility to process heavy rare earth elements (“HREE”) at Mountain Pass (the “HREE Production Project Agreement”). The Company must utilize the funds to acquire property and equipment that will contribute to commercial-scale production of separated HREE at Mountain Pass. The Company will be paid fixed amounts upon the completion of certain project milestones. In exchange for these funds, the DOD will have certain rights to technical data following the completion of the project. The funds received pursuant to the HREE Production Project Agreement will reduce the carrying amount of the fixed assets associated with the Company’s HREE separations facility, which will tie into the Company’s other Stage II facilities.
The Company’s depreciation and depletion expense were as follows:
For the three months ended June 30,For the six months ended June 30,
(in thousands)2022202120222021
Depreciation expense$2,257 $1,890 $4,358 $3,419 
Depletion expense$3,075 $4,686 $6,144 $9,217 
There were no impairments recognized for the three and six months ended June 30, 2022 and 2021.
10

NOTE 7—DEBT OBLIGATIONS
The Company’s current and non-current portions of long-term debt were as follows:
June 30, 2022December 31, 2021
(in thousands)
Long-term debt
Convertible Notes due 2026$690,000 $690,000 
Less: Unamortized debt issuance costs(13,317)(15,073)
Net carrying amount676,683 674,927 
Less: Current installments of long-term debt  
Long-term debt, net of current portion$676,683 $674,927 
Long-term debt to related party
Offtake Advances$ $16,599 
Less: Unamortized debt discount (517)
Net carrying amount 16,082 
Less: Current installments of long-term debt to related party (16,082)
Long-term debt to related party, net of current portion$ $ 
Convertible Notes
In March 2021, the Company issued $690.0 million aggregate principal amount of 0.25% unsecured green convertible senior notes that mature, unless earlier converted, redeemed or repurchased, on April 1, 2026 (the “Convertible Notes”), at a price of par. Interest on the Convertible Notes is payable on April 1st and October 1st of each year, beginning on October 1, 2021. The Convertible Notes may, at the Company’s election, be settled in cash, shares of common stock of the Company, or a combination thereof. The Company has the option to redeem the Convertible Notes, in whole or in part, beginning on April 5, 2024.
The Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion price of $44.28 per share, or 22.5861 shares, per $1,000 principal amount of notes, subject to adjustment upon the occurrence of certain corporate events. However, in no event will the conversion price exceed 28.5714 shares of common stock per $1,000 principal amount of notes. As of June 30, 2022, based on the conversion price, the maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes was 19,714,266. The Convertible Notes’ if-converted value did not exceed its principal amount as of June 30, 2022.
Interest expense related to the Convertible Notes was as follows:
For the three months ended June 30,For the six months ended June 30,
(in thousands)2022202120222021
Coupon interest$431 $431 $862 $455 
Amortization of debt issuance costs879 875 1,756 923 
Convertible Notes interest expense$1,310 $1,306 $2,618 $1,378 
The debt issuance costs are being amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 0.51%. The remaining term of the Convertible Notes was 3.8 years as of June 30, 2022.
Offtake Advances
Under the A&R Offtake Agreement, a portion of the sales prices of products sold to Shenghe was paid in the form of debt reduction, rather than cash. In addition, the Company had to pay the following amounts to Shenghe in cash to reduce the debt obligation until repaid in full: (i) an agreed-upon percentage of sales of products to parties other than Shenghe under the A&R Offtake Agreement; (ii) 100% of net profits from asset sales; and (iii) 100% of net income determined under GAAP, less the tax-effected amount of total non-cash recoupment from sales of products to Shenghe. For the three and six months ended June 30, 2022, zero and $14.2 million, respectively, of the sales prices of products sold to Shenghe was paid in the form of debt
11

reduction (see Note 15, “Supplemental Cash Flow Information”), as compared to $11.7 million and $20.9 million, for the three and six months ended June 30, 2021, respectively. During the three and six months ended June 30, 2022, the Company made payments to Shenghe of zero and $0.2 million, respectively, based on sales to other parties, as compared to $0.1 million for the three and six months ended June 30, 2021. No amounts were required to be paid based on asset sales.
The A&R Offtake Agreement did not have a stated rate (and was non-interest-bearing), and repayment was contingent on a number of factors, including market prices realized by Shenghe, the Company’s sales to other parties, asset sales, and the Company’s annual net income. The imputed interest rate was a function of this discount taken together with our expectations about the timing of the anticipated reductions of the principal balance. The Company had determined that it would recognize adjustments from these estimates following a prospective method where the Company updated its estimate of the effective interest rate in future periods based on revised estimates of the timing of remaining principal reductions at that time. The effective rate applicable from the June 5, 2020, inception to full repayment, was between 4.41% and 24.75%.
As discussed in Note 3, “Relationship and Agreements with Shenghe,” the Company made a $2.9 million payment to Shenghe in March 2022. Upon payment by the Company, the Prepaid Balance was repaid in full, and the A&R Offtake Agreement was terminated.
Paycheck Protection Loan
In April 2020, the Company obtained a loan of $3.4 million pursuant to the Paycheck Protection Program under the CARES Act, (the “Paycheck Protection Loan”). In June 2021, the Company received notification from the Small Business Administration that the Paycheck Protection Loan and related accrued interest was forgiven. Consequently, during the three and six months ended June 30, 2021, the Company recorded a gain on forgiveness of the Paycheck Protection Loan in the amount of $3.4 million, which is included in “Other income” within our unaudited Condensed Consolidated Statements of Operations.
Tariff-Related Rebates
In May 2020, the government of the People’s Republic of China suspended certain tariffs that had been charged to consignees of our product on imports, and provided such relief retroactive to March 2020. In addition, Shenghe began negotiating for tariff rebates from sales prior to March 2020, which affected Shenghe’s realized prices, and thus the Prepaid Balance. These, in turn, affected the Company’s realized prices on prior sales. While additional tariff rebates were possible, the Company did not have insight into Shenghe’s negotiations or their probability of success, and such negotiations were outside of the Company’s control. Thus, the Company fully constrained estimates of any future tariff rebates that may have been realized at that time.
In January 2021, the Company received information from Shenghe regarding its successful negotiation of additional tariff rebates. Consequently, the Company revised its estimates of variable consideration and recognized $2.0 million of revenue for the six months ended June 30, 2021. Additionally, for the six months ended June 30, 2021, the Company recorded a reduction in the principal balance of the debt obligation and the corresponding debt discount of $2.2 million and $0.2 million, respectively.
Equipment Notes
The Company has entered into several financing agreements for the purchase of equipment, including trucks, tractors, loaders, graders, and various other machinery. The Company’s equipment notes, which are secured by the purchased equipment, have terms of between 4 to 5 years and interest rates of between 0.0% and 6.5% per annum.
The current and non-current portions of the equipment notes, which are included within the unaudited Condensed Consolidated Balance Sheets in “Other current liabilities” and “Other non-current liabilities,” respectively, were as follows:
June 30, 2022December 31, 2021
(in thousands)
Equipment notes
Current$2,439 $2,566 
Non-current5,930 7,095 
$8,369 $9,661 
As of June 30, 2022, none of the agreements or indentures governing our indebtedness contain financial covenants.
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NOTE 8—ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS
Asset Retirement Obligations
The Company estimates asset retirement obligations based on the requirements to reclaim its mine pit and related processing and separations facilities at Mountain Pass. Minor reclamation activities related to discrete portions of the Company’s operations are ongoing. As of June 30, 2022, the Company estimated a significant portion of the cash outflows for the major reclamation and the retirement of Mountain Pass will be incurred beginning in 2057.
In June 2021, San Bernardino County approved the Company’s re-zoning request for certain of its properties such that certain of the Company’s processing facilities would be zoned for industrial end uses as opposed to the prior “resource conservation” designation, which may obviate the Company’s current requirement to demolish and reclaim the impacted areas. In March 2022, based on the Company’s preliminary evaluation of the impact of the re-zoning, the Company submitted a revised reclamation plan to San Bernardino County for review. After acceptance of the reclamation plan by San Bernardino County and final approval by the State of California, which have not yet occurred as of June 30, 2022, the Company will update the estimated cash flows underlying its asset retirement obligations, as the Company’s existing reclamation obligations will not be legally reduced until such approval is obtained.
As of June 30, 2022, the credit-adjusted risk-free rate ranged between 6.5% and 8.2% depending on the timing of expected settlement and when the layer or increment was recognized. There were no significant increments or decrements for the three and six months ended June 30, 2022 and 2021.
The balance as of June 30, 2022, and December 31, 2021, included current portions of $0.1 million. The total estimated future undiscounted cash flows required to satisfy the asset retirement obligations were $167.2 million and $167.3 million as of June 30, 2022, and December 31, 2021, respectively.
The Company is required to provide the applicable government agencies with financial assurances relating to the closure and reclamation obligations. As of June 30, 2022, and December 31, 2021, the Company had financial assurance requirements of $42.3 million and $39.0 million, respectively, which were satisfied with surety bonds placed with the California state and regional agencies.
Environmental Obligations
The Company assumed certain environmental remediation liabilities related to the monitoring of groundwater contamination. The Company engaged an environmental consultant to develop a remediation plan and remediation cost projections based upon that plan. Utilizing the remediation plan developed by the environmental consultant, management developed an estimate of future cash payments for the remediation plan.
As of June 30, 2022, management estimated the cash outflows related to these environmental activities will be incurred annually over the next 26 years. The Company’s environmental remediation liabilities are measured at the expected value of future cash outflows discounted to their present value using a discount rate of 2.93%. There were no significant changes in the estimated remaining remediation costs for the three and six months ended June 30, 2022 and 2021.
The total estimated aggregate undiscounted cost of $27.4 million and $27.7 million as of June 30, 2022, and December 31, 2021, respectively, was principally related to water monitoring and treatment activities required by state and local agencies. Based on management’s best estimate of the cost and timing and the assumption that payments are considered to be fixed and reliably determinable, the Company has discounted the liability. The balance as of June 30, 2022, and December 31, 2021, included current portions of $0.5 million.
NOTE 9—INCOME TAXES
The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pretax book income or loss. The tax effects of discrete items, including but not limited to, excess tax benefits associated with stock-based compensation, valuation allowance adjustments based on new evidence and enactment of tax laws, are reported in the interim period in which they occur. The effective tax rate (income taxes as a percentage of income or loss before income taxes) including discrete items was 24.2% and 24.4% for the three and six months ended June 30, 2022, respectively, as compared to 18.5% and 19.8% for the three and six months ended June 30, 2021, respectively. Our effective income tax rate can vary from period to period depending on, among other factors, percentage depletion, executive compensation deduction limitations, other permanent book/tax items, and changes to our valuation
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allowance, if any. Certain of these and other factors, including our history and projections of pretax earnings, are considered in assessing our ability to realize our net deferred tax assets.
NOTE 10—COMMITMENTS AND CONTINGENCIES
Litigation: The Company may become party to lawsuits, administrative proceedings and government investigations, including environmental, regulatory, and other matters, in the ordinary course of business. Large, and sometimes unspecified, damages or penalties may be sought in some matters, and certain matters may require years to resolve.
In January 2019, a former employee filed a complaint with the California Labor & Workforce Development Agency alleging numerous violations of California labor law, and subsequently filed a representative action against the Company. In October 2021, we entered into a memorandum of understanding to settle the lawsuit in the amount of $1.0 million, including legal fees, subject to the court’s approval of the class settlement.
NOTE 11—STOCK-BASED COMPENSATION
2020 Incentive Plan: In November 2020, the Company’s stockholders approved the MP Materials Corp. 2020 Stock Incentive Plan (the “2020 Incentive Plan”), which permits the Company to issue stock options (incentive and/or non-qualified); stock appreciation rights; restricted stock, restricted stock units, and other stock awards; and performance awards. As of June 30, 2022, there were 6,578,290 shares available for future grants under the 2020 Incentive Plan.
Stock-Based Compensation: During the three and six months ended June 30, 2022, the Company recognized $7.4 million and $17.2 million, respectively, of stock-based compensation expense, as compared to $4.5 million and $10.2 million for the three and six months ended June 30, 2021, respectively, which is principally included in the unaudited Condensed Consolidated Statements of Operations in “Selling, general and administrative.” Additionally, during the three and six months ended June 30, 2022, the Company capitalized $0.3 million and $0.7 million, respectively, of stock-based compensation to “Property, plant and equipment, net.” No stock-based compensation was capitalized to “Property, plant and equipment, net” during the three and six months ended June 30, 2021.
NOTE 12—FAIR VALUE MEASUREMENTS
ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g., the Black-Scholes model) for which all significant inputs are observable in active markets.
Level 3Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. The fair value of the Company’s accounts receivable, accounts payable, short-term debt and accrued liabilities approximates the carrying amounts because of the immediate or short-term maturity of these financial instruments.
Cash, Cash Equivalents and Restricted Cash
The Company’s cash, cash equivalents and restricted cash are classified within Level 1 of the fair value hierarchy. The carrying amounts reported in the unaudited Condensed Consolidated Balance Sheets approximate the fair value of cash, cash equivalents and restricted cash due to the short-term nature of these assets.
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Short-term Investments
The fair value of the Company’s short-term investments, which are classified as available-for-sale securities, is estimated based on quoted prices in active markets and is classified as a Level 1 measurement.
Convertible Notes
The fair value of the Company’s Convertible Notes is estimated based on quoted prices in active markets and is classified as a Level 1 measurement.
Offtake Advances
The Company’s Offtake Advances were classified within Level 3 of the fair value hierarchy as of December 31, 2021, because there were unobservable inputs that followed an imputed interest rate model to calculate the amortization of the embedded debt discount, which was recognized as non-cash interest expense, by estimating the timing of anticipated payments and reductions of the debt principal balance. This model-based valuation technique, for which there were unobservable inputs, was used to estimate the fair value of the liability classified within Level 3 of the fair value hierarchy as of December 31, 2021.
Equipment Notes
The Company’s equipment notes are classified within Level 2 of the fair value hierarchy because there are inputs that are directly observable for substantially the full term of the liability. Model-based valuation techniques for which all significant inputs are observable in active markets were used to calculate the fair values of liabilities classified within Level 2 of the fair value hierarchy.
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows:
June 30, 2022
(in thousands)
Carrying
Amount
Fair ValueLevel 1Level 2Level 3
Financial assets:
Cash and cash equivalents$664,457 $664,457 $664,457 $ $ 
Short-term investments$599,666 $599,666 $599,666 $ $ 
Restricted cash$1,129 $1,129 $1,129 $ $ 
Financial liabilities:
Convertible Notes$676,683 $681,120 $681,120 $ $ 
Equipment notes$8,369 $7,871 $ $7,871 $ 
December 31, 2021
(in thousands)
Carrying
Amount
Fair Value
Level 1Level 2Level 3
Financial assets:
Cash and cash equivalents$1,179,297 $1,179,297 $1,179,297 $ $ 
Restricted cash$1,860 $1,860 $1,860 $ $ 
Financial liabilities:
Convertible Notes$674,927 $880,026 $880,026 $ $