UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
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 001-34827
Molycorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware  
(State or other jurisdiction of
incorporation or organization)
27-2301797  
(I.R.S. Employer
Identification No.)
5619 Denver Tech Center Parkway, Suite 1000  
Greenwood Village, Colorado  
(Address of principal executive offices)
80111  
(Zip Code)
(303) 843-8040
(Registrant’s telephone number, including area code)
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  x No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes  x No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  x


Accelerated filer  ¨


Non-accelerated filer  ¨
(Do not check if a
smaller reporting company)
Smaller reporting company  ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨ No  x
As of August 5, 2014 , the registrant had 244,773,589 shares of common stock, par value $0.001 per share, outstanding.


 


TABLE OF CONTENTS

 
PAGE
 
 
 
 
 
 
 
 
 




DEFINITIONS
The following table includes acronyms and abbreviations used in this report as well as definitions of certain rare earths, rare metals and mining terms often used in our public filings. Unless the context requires otherwise, references in this report to “Molycorp,” “we,” “our” or “us” refer to Molycorp, Inc. and its consolidated subsidiaries.
ARO
Asset Retirement Obligation.
ASC
Accounting Standards Codification.
ASP
Average Selling Price.
Assay
The analysis of the proportions of metals in ore, or the testing of an ore or mineral for composition, purity, weight, or other properties of commercial interest.
ASU
Accounting Standards Update.
Bastnasite
Bastnasite is a mixed-lanthanide fluoro-carbonate mineral (Ln F CO3) that currently provides the bulk of the world's supply of the light REEs. Bastnasite and monazite are the two most common sources of REEs. Bastnasite is found in carbonatites, igneous carbonate rocks that melt at unusually low temperatures.
Board
Molycorp's Board of Directors.
Bonded magnet
Bonded neodymium-magnets are prepared by melt spinning a thin ribbon of the NdFeB alloy. The ribbon contains randomly oriented Nd2Fe14B nano-scale grains. This ribbon is then pulverized into particles, mixed with a polymer and either compression or injection molded into bonded magnets. Bonded magnets offer less flux than sintered magnets, but can be net-shape formed into intricately shaped parts and do not suffer significant eddy current losses.
Cerium
Cerium (Ce) is a soft, silvery, ductile metal which easily oxidizes in air. Cerium is the most abundant of the REEs, and is found in a number of minerals, including monazite and bastnasite. Cerium has two relatively stable oxidation states, enabling both the storage of oxygen and its widespread use in catalytic converters. Cerium is widely used in the glass polish industry and in many other applications.
CHP
Combined Heat and Power.
Concentrate
Concentrate is a mineral processing product that generally describes the material that is produced after crushing and grinding ore, effecting significant separation of gangue (waste) minerals from the desired metal and/or metal minerals, and discarding the waste minerals. The resulting “concentrate” of minerals typically has an order of magnitude higher content of minerals than the beginning ore material.
Cut-off grade
Cut-off grade is the lowest grade of mineralized material that qualifies as ore in a given deposit. The grade above which minerals are considered economically mineable considering the following parameters: estimates over the relevant period of mining costs, ore treatment costs, general and administrative costs, refining costs, royalty expenses, by-product credits, process and refining recovery rates and price.
Didymium
Didymium is a natural and unseparated combination of neodymium and praseodymium, which is approximately 75% neodymium and 25% praseodymium, depending on the ore.
Dysprosium
Dysprosium (Dy) is a REE with a metallic silver lust. A few percent of Dy is often added to high-power NdFeB magnets to increase their resistance to demagnetization. A minor use of dysprosium is in the magnetostrictive alloy, based on DyTbFe, called terfenol-D.
Europium
Europium (Eu) is a REE with luminescent properties. Excitation of the europium atom, by absorption of energy, results in a visible emission. Almost all practical uses of europium utilize this luminescent behavior.
Exchange Act
U.S. Securities Exchange Act of 1934, as amended.
FASB
Financial Accounting Standards Board.
GAAP
Accounting principles generally accepted in the United States.
Gadolinium
Gadolinium (Gd) is a REE that absorbs neutrons and therefore is used for shielding and controlling neutron radiography and in nuclear reactors. Because of its paramagnetic properties, solutions of organic gadolinium complexes and gadolinium compounds are popular intravenous contrast enhancing agents for medical Magnetic Resonance Imaging contrast agents in (MRI). Gadolinium is sometimes added to samarium cobalt magnets to make their magnetic properties less temperature dependent.
Gallium
Gallium is a rare metal not found in nature, but it is easily obtained by smelting. Very pure gallium metal has a brilliant silvery color and its solid metal fractures conchoidally like glass. Almost all gallium is used for microelectronics.
Grade
The average REE content, as determined by assay of a metric ton of ore.

3

Indium
Indium is a rare, very soft, malleable and easily fusible post-transition metal that is chemically similar to gallium and thallium, and shows intermediate properties between these two. Indium's current primary application is to form transparent electrodes from indium tin oxide (ITO) in liquid crystal displays and touchscreens, and this use largely determines its global mining production. It is widely used in thin-films to form lubricated layers. It is also used for making particularly low melting point alloys, and is a component in some lead-free solders.
Lanthanum
Lanthanum (La) is the first member of the Lanthanide series. Lanthanum is a strategically important REE due to its use in fluid bed cracking catalysts, or FCCs, which are used in the production of transportation and aircraft fuel. Lanthanum is also used in fuel cells, batteries, and many other products.
LED
Light-emitting diode.
LREC
Light rare earth concentrate (purified and unseparated).
MD&A
Management's Discussion of Financial Condition and Results of Operations.
Mill
A processing plant that produces a concentrate of the valuable minerals contained in an ore.
Mineralization
The process or processes by which a mineral or minerals are introduced into a rock, resulting in a valuable or potentially valuable deposit.
Molycorp Canada
Molycorp Minerals Canada ULC (formerly Neo Material Technologies Inc.).
Mountain Pass
The Molycorp Minerals, LLC rare earth minerals mining and processing facility located in Mountain Pass, California.
Molycorp Silmet
Molycorp Silmet AS - Sillamäe, Estonia.
MMA
Molycorp Metals and Alloys, Inc. - Tolleson, Arizona.
Monazite
Monazite is a reddish-brown phosphate mineral. Monazite minerals are typically accompanied by concentrations of uranium and thorium. This has historically limited the processing of monazite, however this mineral is becoming more attractive because it typically has slightly elevated concentrations of mid-to heavy rare earths as compared to rare earth-containing minerals such as bastnasite.
mt
Metric Ton = 2,205 pounds.
Niobium
Niobium is a rare, soft, grey, ductile transition metal found in the mineral pyrochlore, the main commercial source for niobium, and columbite. Niobium is used mostly in alloys, the largest part in special steel such as that used in gas pipelines. Although alloys contain only a maximum of 0.1% of niobium, that small percentage improves the strength of the steel. The temperature stability of niobium-containing superalloys is important for its use in jet and rocket engines. Niobium also is used in various superconducting materials, among other applications.
NdFeB
Neodymium-iron-boron alloy.
NdPr
Neodymium/Praseodymium.
Nd 2 O 3
Neodymium(III) oxide or neodymium sesquioxide is the chemical compound composed of neodymium and oxygen.
Neodymium
Neodymium (Nd) is a REE used in a wide variety of applications, particularly as a key constituent of NdFeB permanent magnets and as an additive to capacitor dielectrics. NdFeB magnets have a relatively
high power/weight ratio, and are used in a large variety of motors, generators, sensors and computer hard disk drives. Capacitors containing neodymium are found in cellular telephones, computers and nearly all other electronic devices. A minor application of neodymium is in lasers.
Neo Powders TM
NdFeB magnet powders.
Ore
That part of a mineral deposit which could be economically and legally extracted or produced at the time of reserve determination.
Overburden
In surface mining, overburden is the material that overlays an ore deposit. Overburden is removed prior to mining.
Praseodymium
Praseodymium (Pr) is a REE that generally comprises about 4% of the lanthanide content of bastnasite and is used in several applications, including in NdFeB magnetic materials and as a coloring pigment in photographic filters, airport signal lenses, and welder's glasses.
Probable reserves
Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
Proven reserves
Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well established.

4

REE
Rare earth element.
Recovery
The percentage of contained metal actually extracted from ore in the course of processing such ore.
REO
Rare earth oxide.
Reserves
That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Same definition as 'ore'.
Rhenium
Rhenium is a silvery-white, heavy, third-row transition metal. With an estimated average concentration of 1 part per billion (ppb), rhenium is one of the rarest elements in the Earth's crust. The free element has the third-highest melting point and highest boiling point of any element. Rhenium resembles manganese chemically and is obtained as a by-product of molybdenum and copper ore's extraction and refinement. Nickel-based superalloys of rhenium are used in the combustion chambers, turbine blades, and exhaust nozzles of jet engines. These alloys contain up to 6% rhenium, making jet engine construction the largest single use for the element, with the chemical industry's catalytic uses being next-most important.
Samarium
Samarium (Sm) is a REE predominantly used to produce samarium-cobalt magnets. Although these magnets are slightly less powerful than NdFeB magnets at room temperature, samarium cobalt magnets can be used over a wider range of temperatures and are less susceptible to corrosion.
SEC
U.S. Securities and Exchange Commission.
SEG
Samarium, europium, gadolinium.
Sintered magnet
Sintered NdFeB-magnets are prepared by the raw materials being melted in a furnace, cast into a mold and cooled to form ingots. The ingots are pulverized and milled to tiny particles, which then undergo a process of liquid-phase sintering whereby the powder is magnetically aligned into dense blocks which are then heat-treated, cut to shape, surface treated and magnetized.
Tantalum
Tantalum is a rare, hard, blue-gray, lustrous transition metal that is highly corrosion resistant. It is part of the refractory metals group, which are widely used as minor component in alloys. The chemical inertness of tantalum makes it a valuable substance for laboratory equipment and a substitute for platinum, but its main use today is in tantalum capacitors in electronic equipment such as mobile phones, DVD players, video game systems and computers.
Terbium
Terbium (Tb) is a REE used primarily as a phosphor, either in fluorescent lamps or x-ray screens. It can replace dysprosium in NdFeB magnets but usually does not because of its cost. A minor use of terbium is in the magnetostrictive alloy, based on DyTbFe, called terfenol-D.
Ton
2,000 pounds.
Yttrium
Yttrium (Y), although not a lanthanide series element, is often considered to be a REE and its behavior is similar to heavy REEs. It is predominantly utilized in lighting applications and ceramics. Other uses include resonators, lasers, microwave communication devices and other electronic devices.
Zirconium oxide
Zirconium oxide is a white amorphous powder that is insoluble in water and highly refractory, used as a pigment for paints, a catalyst, and an abrasive.


5

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOLYCORP, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except shares and per share amounts)
 
June 30, 2014
 
December 31, 2013
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
156,372

 
$
314,317

Trade accounts receivable, net
47,031

 
61,757

Inventory (Note 4)
182,022

 
171,783

Prepaid expenses and other current assets
33,867

 
29,210

Total current assets
419,292

 
577,067

Non-current assets:
 
 
 
Deposits
25,698

 
25,997

Property, plant and equipment, net (Note 5)
1,743,494

 
1,762,874

Inventory (Note 4)
25,934

 
25,329

Intangible assets, net
318,954

 
330,867

Investments
46,303

 
48,875

Goodwill
228,750

 
228,750

Other non-current assets
22,821

 
7,043

Total non-current assets
2,411,954

 
2,429,735

Total assets
$
2,831,246

 
$
3,006,802

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
Trade accounts payable
$
63,082

 
$
84,449

Accrued expenses
47,005

 
48,501

Debt and capital lease obligations (Note 6)
14,230

 
16,362

Other current liabilities
4,386

 
4,063

Total current liabilities
128,703

 
153,375

Non-current liabilities:
 
 
 
Asset retirement obligation
16,523

 
16,966

Deferred tax liabilities
78,424

 
85,481

Debt and capital lease obligations (Note 6)
1,378,669

 
1,363,916

Other non-current liabilities
10,256

 
10,002

Total non-current liabilities
1,483,872

 
1,476,365

Total liabilities     
$
1,612,575

 
$
1,629,740

Commitments and contingencies (Note 11)


 


Stockholders’ equity:
 
 
 
Common stock, $0.001 par value; 700,000,000 shares authorized at June 30, 2014 and 350,000,000 at December 31, 2013 (Note 8)
245

 
241

Preferred stock, $0.001 par value; 5,000,000 shares authorized at December 31, 2013 (Note 8)
—

 
2

Additional paid-in capital
2,207,938

 
2,194,405

Accumulated other comprehensive loss
(7,412
)
 
(6,451
)
Accumulated deficit
(1,010,435
)
 
(840,474
)
Total Molycorp stockholders’ equity
1,190,336

 
1,347,723

Noncontrolling interests
28,335

 
29,339

Total stockholders’ equity
1,218,671

 
1,377,062

Total liabilities and stockholders’ equity
$
2,831,246

 
$
3,006,802


See accompanying notes to the condensed consolidated financial statements.

6

MOLYCORP, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
(In thousands, except shares and per share amounts)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenues
$
116,907

 
$
136,112

 
$
235,432

 
$
281,511

Costs of sales:
 
 
 
 
 
 
 
Costs excluding depreciation and amortization
(113,399
)
 
(135,724
)
 
(238,872
)
 
(271,255
)
Depreciation and amortization
(20,079
)
 
(18,424
)
 
(36,226
)
 
(32,596
)
Gross loss
(16,571
)
 
(18,036
)
 
(39,666
)
 
(22,340
)
Operating expenses:
 
 
 
 
 
 
 
Selling, general and administrative
(20,424
)
 
(26,059
)
 
(38,379
)
 
(52,610
)
Depreciation, amortization and accretion
(7,257
)
 
(8,278
)
 
(14,459
)
 
(16,488
)
Research and development
(4,483
)
 
(6,506
)
 
(7,249
)
 
(12,911
)
Operating loss
(48,735
)
 
(58,879
)
 
(99,753
)
 
(104,349
)
Other expenses:
 
 
 
 
 
 
 
Other income
296

 
2,813

 
770

 
2,360

Interest expense, net of capitalized interest
(41,285
)
 
(14,869
)
 
(76,925
)
 
(26,518
)
Loss before income taxes and equity earnings
(89,724
)
 
(70,935
)
 
(175,908
)
 
(128,507
)
Income tax benefit
7,427

 
3,530

 
9,334

 
26,021

Equity in loss of affiliates
(1,553
)
 
(3,284
)
 
(3,275
)
 
(6,356
)
Net loss
(83,850
)
 
(70,689
)
 
(169,849
)
 
(108,842
)
Net income attributable to noncontrolling interests
(49
)
 
(486
)
 
(112
)
 
(1,304
)
Net loss attributable to Molycorp stockholders
$
(83,899
)
 
$
(71,175
)
 
$
(169,961
)
 
$
(110,146
)
 
 
 
 
 
 
 
 
Net loss
$
(83,850
)
 
$
(70,689
)
 
$
(169,849
)
 
$
(108,842
)
Other comprehensive (loss) income:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(109
)
 
662

 
(961
)
 
(2,632
)
Comprehensive loss
$
(83,959
)
 
$
(70,027
)
 
$
(170,810
)
 
$
(111,474
)
Comprehensive loss attributable to:
 
 
 
 
 
 
 
Molycorp stockholders
(83,910
)
 
(69,541
)
 
(170,698
)
 
(110,170
)
Noncontrolling interest
(49
)
 
(486
)
 
(112
)
 
(1,304
)
 
$
(83,959
)
 
$
(70,027
)
 
$
(170,810
)
 
$
(111,474
)
 Loss per share of common stock (Note 9):
 
 
 
 
 
 
 
Net loss attributable to Molycorp stockholders
$
(83,899
)
 
$
(71,175
)
 
$
(169,961
)
 
$
(110,146
)
Dividends on Convertible Preferred Stock
—

 
(2,846
)
 
(2,846
)
 
(5,693
)
Loss attributable to common stockholders
$
(83,899
)
 
$
(74,021
)
 
$
(172,807
)
 
$
(115,839
)
 
 
 
 
 
 
 
 
Weighted average common shares outstanding—basic
224,223,506

 
168,075,012

 
222,806,917

 
160,735,323

Basic loss per share:
$
(0.37
)
 
$
(0.44
)
 
$
(0.78
)
 
$
(0.72
)
 
 
 
 
 
 
 
 
Weighted average common shares outstanding—diluted
224,223,506

 
168,075,012

 
222,806,917

 
160,735,323

Diluted loss per share:
$
(0.37
)
 
$
(0.44
)
 
$
(0.78
)
 
$
(0.72
)


See accompanying notes to the condensed consolidated financial statements.


7


MOLYCORP, INC.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In thousands, except shares and per share amounts)

 
Common Stock
Series A
Mandatory
Convertible
Preferred
Stock
Additional
Paid-In Capital
Accumulated
Other
Comprehensive Loss
Accumulated deficit
Total
Molycorp Stockholders' Equity
Non
controlling interests
Total Stockholders' Equity
 
Shares
$
Shares
$
Balance at December 31, 2013
240,380,094

$
241

2,070,000

$
2

$
2,194,405

$
(6,451
)
$
(840,474
)
$
1,347,723

$
29,339

$
1,377,062

Stock-based compensation
189,188

—

—

—

1,570

—

—

1,570

—

1,570

Conversion of Series A Mandatory Convertible Preferred Stock (Note 8)
4,140,000

4

(2,070,000
)
(2
)
(2
)
—

—

—

—

—

Conversion of Exchangeable Shares
21,313

—

—

—

—

—

—

—

—

—

Issuance of shares for conversion of Debentures
2,518

—

—

—

12

—

—

12

—

12

Share-lending arrangements (Note 8)
—

—

—

—

15,062

—

—

15,062

—

15,062

Net (loss) income
—

—

—

—

—

—

(169,961
)
(169,961
)
112

(169,849
)
Preferred dividends
—

—

—

—

(2,846
)
—

—

(2,846
)
—

(2,846
)
Distribution to noncontrolling interests
—

—

—

—

—

—

—

—

(1,135
)
(1,135
)
Other comprehensive loss
—

—

—

—

—

(961
)
—

(961
)
—

(961
)
Other
—

—

—

—

(263
)
—

—

(263
)
19

(244
)
Balance at June 30, 2014
244,733,113

$
245

—

$
—

$
2,207,938

$
(7,412
)
$
(1,010,435
)
$
1,190,336

$
28,335

$
1,218,671



 
Common Stock
Series A
Mandatory
Convertible
Preferred
Stock
Additional
Paid-In Capital
Accumulated
Other
Comprehensive Loss
Accumulated deficit
Total
Molycorp Stockholders' Equity
Non
controlling interests
Total Stockholders' Equity
 
Shares
$
Shares
$
Balance at December 31, 2012
138,773,538

$
139

2,070,000

$
2

$
1,691,429

$
(9,433
)
$
(466,091
)
$
1,216,046

$
35,212

$
1,251,258

Stock-based compensation
1,156

—

—

—

794

—

—

794

—

794

Component of 5.50% convertible debt
—

—

—

—

21,815

—

—

21,815

—

21,815

Deferred taxes on component of convertible debt
—

—

—

—

(8,508
)
—

—

(8,508
)
—

(8,508
)
Conversion of Exchangeable Shares
13,483

—

—

—

—

—

—

—

—

—

Issuance of shares for conversion of Debentures
2,358

—

—

—

49

—

—

49

—

49

Issuance of Primary Shares
43,125,000

43

—

—

248,097

—

—

248,140

—

248,140

Issuance of Borrowed Shares
6,666,666

7

—

—

—

—

—

7

—

7

Net (loss) income
—

—

—

—

—

—

(110,146
)
(110,146
)
1,304

(108,842
)
Preferred dividends
—

—

—

—

(5,693
)
—

—

(5,693
)
—

(5,693
)
Distribution to noncontrolling interests
—

—

—

—

—

—

—

—

(1,946
)
(1,946
)
Other comprehensive loss
—

—

—

—

—

(2,632
)
—

(2,632
)
—

(2,632
)
Balance at June 30, 2013
188,582,201

$
189

2,070,000

$
2

$
1,947,983

$
(12,065
)
$
(576,237
)
$
1,359,872

$
34,570

$
1,394,442



See accompanying notes to the condensed consolidated financial statements.



8

MOLYCORP, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 
Six Months Ended June 30,
 
2014
 
2013
Cash flows from operating activities:
 
 
 
Net loss
$
(169,849
)
 
$
(108,842
)
Adjustments to reconcile net loss to net cash from operating activities:
 
 
 
Depreciation, amortization and accretion
50,685

 
49,399

Deferred income tax benefit
(14,712
)
 
(29,496
)
Inventory write-downs
36,863

 
47,958

Release of inventory step-up value
719

 
3,499

Stock-based compensation
2,288

 
794

Equity in results of affiliates
3,275

 
6,356

Other operating adjustments
4,396

 
(846
)
Net change in operating assets and liabilities (Note 14)
(31,913
)
 
(42,863
)
Net cash used in operating activities
(118,248
)
 
(74,041
)
Cash flows from investing activities:
 
 
 
Investment in joint ventures
(703
)
 
(3,423
)
Capital expenditures
(44,687
)
 
(264,726
)
Recovery from insurance claims
12,900

 
—

Other investing activities
395

 
(224
)
Net cash used in investing activities
(32,095
)
 
(268,373
)
Cash flows from financing activities:
 
 
 
Repayments of debt
(3,079
)
 
(27,283
)
Net proceeds from sale of common stock
—

 
248,150

Issuance of 5.50% Convertible Notes
—

 
165,600

Payments of preferred dividends
(2,846
)
 
(5,693
)
Dividend paid to noncontrolling interests
(1,135
)
 
(1,946
)
Other financing activities
164

 
(360
)
Net cash (used in) provided by financing activities
(6,896
)
 
378,468

Effect of exchange rate changes on cash
(706
)
 
318

Net change in cash and cash equivalents
(157,945
)
 
36,372

Cash and cash equivalents at beginning of the period
314,317

 
227,790

Cash and cash equivalents at end of period
$
156,372

 
$
264,162


Non-cash financing activities and investing activities:
 
 
 
Change in accrued capital expenditures
$
(15,400
)
 
$
(108,861
)


See accompanying notes to the condensed consolidated financial statements .

9

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014


(1)
Basis of Presentation
    
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and Regulation S-X promulgated under the Exchange Act, and reflect all adjustments that are normal and recurring in nature, which, in the opinion of management, are necessary for the fair presentation of our financial position, results of operations and cash flows at June 30, 2014 , and for all periods presented. While the December 31, 2013 balance sheet information was derived from our audited financial statements, for interim periods, GAAP and Regulation S-X do not require all information and related disclosures that are required in the annual financial statements and, as a result, all disclosures required by GAAP and Regulation S-X for annual financial statements have not been included in this report. Therefore, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on March 3, 2014.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned and majority-owned subsidiaries. Intercompany balances and transactions have been eliminated on consolidation. Investments in joint ventures where we do not exert control, but have the ability to exercise significant influence over the operating and financial policies of the investee, are accounted for under the equity method of investment. All other investments are accounted at cost.

Nominal prior period revenues and expenses related to an asset disposal that we finalized in the first quarter of 2014 have been reclassified to "Other expense" in the condensed consolidated statement of operations and comprehensive income. Such reclassifications did not affect our results of operations.

Use of Estimates

The preparation of the financial statements, in accordance with GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ significantly from these estimates under different assumptions and conditions. Significant estimates we made in the accompanying financial statements include the collectability of accounts receivable, the recoverability of inventory, the useful lives and recoverability of long-lived assets such as property, plant and equipment, intangible assets, goodwill and investments, capital leases, uncertain tax positions, the realizability of deferred tax assets, and the adequacy of the asset retirement obligation.

Significant Accounting Policies

A summary of our significant accounting policies can be found in Item 8, Note 2 of the audited consolidated financial statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on March 3, 2014.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

    

10

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

The new guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer. An entity will be required to disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. For calendar-year public entities, the new guidance is effective starting in 2017, and interim periods within that year. Early adoption is not permitted. An entity should apply the amendments in this update using one of the following two methods:

1.
Retrospectively to each prior reporting period presented.
2.
Retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. If an entity elects this transition method, it also should provide the additional disclosures in reporting periods that include the date of initial application of:
i.
The amount by which each financial statement line item is affected in the current reporting period by the application of this update as compared to the guidance that was in effect before the change.
ii.
An explanation of the reasons for significant changes.

We are in the process of evaluating which of the two methods we will apply to adopt the amendments, and whether this new guidance will have a material impact on our financial statements and related disclosures.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments included in this update change the requirements for reporting discontinued operations and require new disclosures about disposals of both discontinued operations and certain other disposals that do not meet the new definition. The amendments also allow an entity to present a discontinued operation even when it has continuing cash flows and significant continuing involvement with the disposed component. Under the revised standard, a discontinued operation is defined as (i) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (ii) an acquired business or nonprofit activity (the entity to be sold) that is classified as held for sale on the date of the acquisition. A strategic shift could include the disposal of a major line of business, a major geographical area, a major equity method investment or other major parts of an entity. For calendar-year public entities, the amendments are effective starting in 2015, including interim periods within that year, and are to be applied on a prospective basis. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The adoption of this updated guidance is not expected to have a material impact on our financial statements and related disclosures.

(2)
Liquidity and Capital Requirements
We expect to use our cash balances of $156.4 million as of June 30, 2014 , as well as cash generated from operations in certain business units and available and planned financing to fund our capital expenditures, debt service and other cash requirements. Capital expenditures for our Mountain Pass facility are expected to total approximately $30.0 million for the remainder of 2014 , including remaining payments for certain capital expenditures incurred as of June 30, 2014 , and $30.0 million in 2015. Additionally, we expect to spend approximately $10.0 million for the remainder of 2014 and $30 million in 2015 on maintenance and expansion capital expenditures across all other business units.
In August 2014, we and certain of our subsidiaries entered into a commitment letter with Oaktree Capital Management, L.P. (collectively with certain of its affiliates and funds under its management, "Oaktree") pursuant to which Oaktree agreed to provide to us and certain of our subsidiaries up to $400 million in secured financing through credit facilities and the sale and leaseback of certain equipment at our Mountain Pass facility, which is expected to provide additional funding for corporate, operating and capital expenditures. This proposed financing is subject to various conditions precedent. For more information, see Note 17 below.
The amount of our cash requirements continues to be dependent on (i) the accuracy of our cost estimates for capital expenditures, (ii) our ability to ramp-up run rates at our Mountain Pass facility pursuant to our expectations without further delays, and to achieve lower cash costs of production as a result of further optimization of operations at our Mountain Pass facility, (iii) stable or improved market conditions, (iv) our ability to sell our production of rare earths to external customers and our downstream facilities (including our ability to sell our cerium through market acceptance of SorbX ® or otherwise), (v) our ability to repatriate cash generated from our global operations, and (vi) the absence of payments on current and future contingent liabilities. If these assumptions prove inaccurate, our estimates could prove incorrect and we may need additional financing.

11

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

As part of our cash management procedures, we continue to evaluate opportunities to reduce costs. Also, we have utilized and will continue to utilize lease financing for certain heavy mobile equipment and vehicles.
(3)
Segment Information

Our operations are organized into four reportable segments, each reflecting a unique combination of product lines and technologies: Resources, Chemicals and Oxides, Magnetic Materials and Alloys, and Rare Metals. The primary measurement we use to measure the financial performance of each reportable segment is OIBDA (Operating income before depreciation, amortization and accretion).
Three months ended June 30, 2014
Resources
 
Chemicals and Oxides
 
Magnetic Materials and Alloys
 
Rare Metals
 
Corporate and other (a)
 
Eliminations(b)
 
Total Molycorp, Inc.
 
(In thousands)
Revenues:
 
External
$
2,331

 
$
45,437

 
$
53,195

 
$
15,944

 
 
 
$
—

 
$
116,907

Inter-segment
7,706

 
3,195

 
1,165

 
—

 
 
 
(12,066
)
 
—

Total revenues
$
10,037

 
$
48,632

 
$
54,360

 
$
15,944

 
 
 
$
(12,066
)
 
$
116,907

OIBDA
$
(30,298
)
 
$
4,836

 
$
11,812

 
$
740

 
 
 
 
 
 
Depreciation, amortization and accretion
(17,009
)
 
(3,908
)
 
(4,261
)
 
(2,101
)
 
 
 
 
 


Operating (loss) income
$
(47,307
)
 
$
928

 
$
7,551

 
$
(1,361
)
 
$
(9,083
)
 
$
537

 
$
(48,735
)
Other income
 
 
 
 
 
 
 
 
 
 
 
 
296

Interest expense, net of capitalized interest
 
 
 
 
 
 
 
 
 
 
 
 
(41,285
)
Loss before income taxes and equity earnings
 
 
 
 
 
 
 
 
 
 
 
 
$
(89,724
)
Three months ended June 30, 2013
Resources
 
Chemicals and Oxides
 
Magnetic Materials and Alloys
 
Rare Metals
 
Corporate and other (a)
 
Eliminations(b)
 
Total Molycorp, Inc.
 
(In thousands)
Revenues:
 
External
$
10,922

 
$
34,789

 
$
66,114

 
$
24,287

 
 
 
$
—

 
$
136,112

Inter-segment
6,665

 
6,692

 
—

 
—

 
 
 
(13,357
)
 
—

Total revenues
$
17,587

 
$
41,481

 
$
66,114

 
$
24,287

 
 
 
$
(13,357
)
 
$
136,112

OIBDA
$
(28,775
)
 
$
(9,585
)
 
$
18,060

 
$
(695
)
 
 
 
 
 
 
Depreciation, amortization and accretion
(11,629
)
 
(5,589
)
 
(7,422
)
 
(2,005
)
 

 

 


Operating (loss) income
$
(40,404
)
 
$
(15,174
)
 
$
10,638

 
$
(2,700
)
 
$
(9,953
)
 
$
(1,286
)
 
$
(58,879
)
Other income
 
 
 
 
 
 
 
 
 
 
 
 
2,813

Interest expense, net of capitalized interest
 
 
 
 
 
 
 
 
 
 
 
 
(14,869
)
Loss before income taxes and equity earnings


 


 


 
 
 


 


 
$
(70,935
)

a.
Includes business development costs, personnel costs, stock-based compensation, accounting and legal fees, occupancy expense, information technology costs and interest expense.
b.
Consist of inter-segment sales and gross profits eliminations as well as eliminations of lower of cost or market adjustments related to inter-segment inventory.

12

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

Six months ended June 30, 2014
Resources
 
Chemicals and Oxides
 
Magnetic Materials and Alloys
 
Rare Metals
 
Corporate and other (a)
 
Eliminations(b)
 
Total Molycorp, Inc.
 
(In thousands)
Revenues:
 
External
$
5,442

 
$
85,707

 
$
107,915

 
$
36,368

 
 
 
$
—

 
$
235,432

Inter-segment
20,159

 
9,481

 
2,383

 
—

 
 
 
(32,023
)
 
—

Total revenues
$
25,601

 
$
95,188

 
$
110,298

 
$
36,368

 
 
 
$
(32,023
)
 
$
235,432

OIBDA
$
(66,742
)
 
$
8,136

 
$
25,489

 
$
671

 
 
 
 
 
 
Depreciation, amortization and accretion
(30,101
)
 
(7,781
)
 
(8,498
)
 
(4,194
)
 
 
 
 
 
 
Operating (loss) income
$
(96,843
)
 
$
355

 
$
16,991

 
$
(3,523
)
 
$
(16,196
)
 
$
(537
)
 
$
(99,753
)
Other income
 
 
 
 
 
 
 
 
 
 
 
 
770

Interest expense, net of capitalized interest
 
 
 
 
 
 
 
 
 
 
 
 
(76,925
)
Loss before income taxes and equity earnings
 
 
 
 
 
 
 
 
 
 
 
 
$
(175,908
)

Six months ended June 30, 2013
Resources
 
Chemicals and Oxides
 
Magnetic Materials and Alloys
 
Rare Metals
 
Corporate and other (a)
 
Eliminations(b)
 
Total Molycorp, Inc.
 
(In thousands)
Revenues:
 
External
$
25,580

 
$
84,389

 
$
120,792

 
$
50,750

 
 
 
$
—

 
$
281,511

Inter-segment
9,310

 
21,302

 
—

 
—

 
 
 
(30,612
)
 
—

Total revenues
$
34,890

 
$
105,691

 
$
120,792

 
$
50,750

 
 
 
$
(30,612
)
 
$
281,511

OIBDA
$
(59,847
)
 
$
(7,353
)
 
$
30,302

 
$
4,859

 
 
 
 
 
 
Depreciation, amortization and accretion
(20,682
)
 
(11,127
)
 
(12,901
)
 
(4,258
)
 
 
 
 
 
 
Operating (loss) income
$
(80,529
)
 
$
(18,480
)
 
$
17,401

 
$
601

 
$
(21,518
)
 
$
(1,824
)
 
$
(104,349
)
Other income
 
 
 
 
 
 
 
 
 
 
 
 
2,360

Interest expense, net of capitalized interest
 
 
 
 
 
 
 
 
 
 
 
 
(26,518
)
Loss before income taxes and equity earnings
 
 
 
 
 
 
 
 
 
 
 
 
$
(128,507
)


13

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

(4)
Inventory
At June 30, 2014 and December 31, 2013 , our inventory consisted of the following:
 
June 30,
2014
 
December 31,
2013
 
(In thousands)
Current:
 
 
 
Concentrate stockpiles
$
90

 
$
24

Raw materials
49,293

 
42,627

Work in process
39,250

 
41,962

Finished goods
70,817

 
65,662

Materials and supplies
22,572

 
21,508

Total current
$
182,022

 
$
171,783

Long-term:
 
 
 
Concentrate stockpiles
$
—

 
$
4

Raw materials
25,934

 
25,325

Total long-term
$
25,934

 
$
25,329


The following table presents charges to costs of sales related to our assessment of normal production levels and write-downs of inventory:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
Abnormal production costs expensed in the period (a)
$
17,562

 
$
25,518

 
$
42,546

 
$
47,494

Write-down to the lower of cost or market (b)
19,359

 
21,374

 
35,520

 
41,100

Write-downs of stockpile inventory (c)
132

 
4,458

 
1,342

 
6,858

Total
$
37,053

 
$
51,350

 
$
79,408

 
$
95,452


(a)
Relates to production costs that would have been inventoriable had we been operating at normal production levels. In all periods presented, the majority of these production costs related to the Resources segment.
(b)
Due to the decline in some rare earths prices and low inventory turnover.
(c)
Adjustments of the estimated REO content in the stockpile at the Resources segment.

(5)
Property, Plant and Equipment, net

We capitalized expenditures of $17.2 million and $29.4 million for the three and six months ended June 30, 2014 , respectively, and $77.4 million and $198.2 million for the three and six months ended June 30, 2013 , respectively. The majority of these capital expenditures related to the expansion and modernization efforts, and certain other capital projects, at our Mountain Pass facility (Resources segment). Starting in 2014 , we no longer capitalize interest because the construction of our Mountain Pass facility was substantially complete at the beginning of the year. For the three and six months ended June 30, 2013 , we capitalized interest of $19.3 million and $40.8 million , respectively. In prior periods, capitalized interest was added to "Construction in progress" until the asset was complete and ready for its intended use. Subsequently, capitalized interest was allocated to the pertinent asset class, such as "Land improvements", "Building and improvements" or "Plant and equipment", and amortized over the estimated useful life of the asset. At June 30, 2014 , "Construction in progress" included assets that were not yet ready for their intended use from a production capacity standpoint, as defined in our capital asset policy.
At June 30, 2014 and December 31, 2013 , our property, plant and equipment consisted of the following:

14

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
June 30,
2014
 
December 31,
2013
 
(In thousands)
Land
$
12,785

 
$
12,822

Land improvements
304,372

 
327,029

Buildings and improvements
572,269

 
418,510

Plant and equipment
475,980

 
288,603

Vehicles
2,969

 
2,986

Computer software
12,449

 
12,424

Furniture and fixtures
1,044

 
1,044

Construction in progress (a)
453,744

 
755,107

Natural gas delivery facility under capital lease
15,658

 
15,658

Mining equipment under capital lease
9,496

 
7,370

Mineral properties
23,798

 
23,999

Property, plant and equipment at cost
1,884,564

 
1,865,552

Less accumulated depreciation
(141,070
)
 
(102,678
)
Property, plant and equipment, net
$
1,743,494

 
$
1,762,874

(a)
Primarily related to expenditures at the Mountain Pass facility.

Mineral properties and development costs, which are referred to collectively as mineral properties, include acquisition costs, drilling costs, and the cost of other development work associated with our Mountain Pass facility, all of which are capitalized.         
(6)
Debt and Capital Lease Obligations
The following table provides a summary of the current and non-current portions of our debt outstanding and capital lease obligations at June 30, 2014 and December 31, 2013 :
 
June 30, 2014
 
December 31, 2013
 
Current
 
Non-Current
 
Current
 
Non-Current
 
(In thousands)
Bank loans due May 2014   - September 2017
$
11,378

 
$
1,943

 
$
14,128

 
$
2,699

3.25% Convertible Notes, net of discount, due June 2016
—

 
211,406

 
—

 
207,028

6.00% Convertible Notes, net of discount, due September 2017
—

 
354,606

 
—

 
346,708

5.00% Debentures, net of discount, due December 2017
—

 
2,209

 
—

 
2,493

5.50% Convertible Notes, net of discount, due February 2018
—

 
150,760

 
—

 
148,198

10% Senior Notes, net of discount, due June 2020
—

 
638,148

 
—

 
637,435

Total debt
11,378

 
1,359,072

 
14,128

 
1,344,561

 
 
 
 
 
 
 
 
Capital lease obligations
2,852

 
19,597

 
2,234

 
19,355

Total debt and capital lease obligations
$
14,230

 
$
1,378,669

 
$
16,362

 
$
1,363,916

Weighted average interest rate on the bank loans was 3.41% and 3.59% at June 30, 2014 and December 31, 2013 , respectively. Scheduled minimum debt repayments, excluding capital lease obligations, were as follows at June 30, 2014 :

15

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
June 30, 2014
Debt maturities, excluding capital leases
(In thousands)
Remainder of 2014
10,648

2015
1,431

2016
230,814

2017
416,621

2018
172,500

Thereafter
650,000

Total
1,482,014

As of June 30, 2014 , we were in compliance with all applicable covenants related to our indebtedness, which are all affirmative in nature and contain customary "Change of control" provisions.
The following table presents a reconciliation of the principal amount to the net carrying value for each of our Convertible Notes and our Senior Notes at June 30, 2014 and December 31, 2013 , and provides the interest cost of each instrument for the three and six months ended June 30, 2014 and 2013 :
 
 
 
 
 
 
 
 
 
 
 
 
 
3.25% Convertible Notes
 
6.00% Convertible Notes
 
5.50% Convertible Notes
 
10% Senior Notes
 
June 30,
2014
December 31,
2013
 
June 30,
2014
December 31,
2013
 
June 30,
2014
December 31,
2013
 
June 30,
2014
December 31,
2013
 
(In thousands)
Principal amount
$
230,000

$
230,000

 
$
414,000

$
414,000

 
$
172,500

172,500

 
$
650,000

$
650,000

Unamortized debt discount
(18,594
)
(22,972
)
 
(59,394
)
(67,292
)
 
(21,740
)
(24,302
)
 
(11,852
)
(12,565
)
Net carrying amount
$
211,406

$
207,028

 
$
354,606

$
346,708

 
$
150,760

148,198

 
$
638,148

$
637,435

 
 
 
 
 
 
 
 
 
 
 
 
Interest cost (a)
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
2014
2013
 
2014
2013
 
2014
2013
 
2014
2013

$
4,070

$
3,931

 
$
10,275

$
9,909

 
$
3,676

$
3,576

 
$
16,645

$
16,610

 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
2014
2013
 
2014
2013
 
2014
2013
 
2014
2013
 
$
8,128

$
7,851

 
$
20,425

$
19,722

 
$
7,335

$
5,873

 
$
33,284

$
33,215


(a) Interest cost includes the coupon interest, accretion of the initial equity component of the convertible notes ( 3.25% - $36,227 ; 6.00% - $68,695 ; and 5.50% - $21,815 ), accretion of the underwriting discounts and amortization of the issuance costs allocated to the liability component.

Senior Secured Obligations

The 10% Senior Notes are our senior secured obligations and are guaranteed by certain of our domestic subsidiaries ("Guarantors"). The Senior Notes are secured by a first-priority security interest on substantially all of our property and assets and those of the Guarantors, subject to some exceptions for certain "Excluded Assets," such as:
•
Leasehold interests in real property;
•
Certain capital leases that constitute permitted liens;
•
Certain motor vehicles;
•
Assets owned by foreign subsidiaries or, subject to certain limitations, MMA;
•
Assets with a fair market value of less than $15.0 million as to which the board of directors determine in good faith (and certify to the collateral agent) that the costs of obtaining or perfecting such security interest are excessive in

16

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

relation to the practical benefit to the holder of the Notes of the security afforded thereby (based on the value of such asset);
•
Cash collateral for letters of credit or hedging obligations (up to 105% of the underlying obligations);
•
Certain deposit accounts;
•
The equity interests of immaterial subsidiaries and, subject to certain limitations, MMA;
•
Voting stock of foreign subsidiaries in excess of 65.0% of the voting stock; and
•
Other pledges of stock of a guarantor to the extent that Rule 3-16 of Regulation S-X under the Securities Act would require the filing of separate financial statements of such guarantor.

Capital Leases     

We lease certain mining and other equipment under agreements with various durations that have been determined to be capital leases. Those agreements contain purchase options at the end of the lease term and are generally at market interest rates.
    
At June 30, 2014 , total future minimum payments on our capital leases were as follows:
 
June 30, 2014
Capital Leases
(In thousands)
Remainder of 2014
3,834

2015
7,667

2016
7,667

2017
6,550

2018
5,160

Thereafter
17,789

Total
48,667


(7)
Income Taxes
Our effective income tax rate can vary significantly quarter-to-quarter for various reasons, including the mix and volume of business in lower tax jurisdictions, in jurisdictions with tax holidays and tax incentives, and in jurisdictions for which no deferred tax assets have been recognized because management believed it was not more likely than not that future taxable profit would be available against which tax losses and deductible temporary differences could be utilized. Our effective income tax rate can also vary due to the impact of foreign exchange fluctuations, operating losses, changes in our provisions related to tax uncertainties, and changes in our assertion relating to indefinitely reinvesting undistributed earnings of certain foreign subsidiaries.
For the three and six months ended June 30, 2014 , our effective tax rates were 8.3% and 5.3% , respectively, as compared to 5.0% and 20.2% for the three and six months ended June 30, 2013 , respectively. The June 30, 2014 effective tax rates were impacted primarily by the valuation allowance required in the United States. In addition, a $9.6 million discrete income tax benefit has been recognized during the second quarter of 2014 in the United States to offset the increase in deferred tax liabilities from an out-of-period adjustment related to the revised fair value of our share-lending arrangements described in Note 8 below.   
(8)
Stockholders’ Equity
At June 30, 2014 and December 31, 2013 , we had 244,864,035 and 240,380,138 shares of common stock issued and outstanding, respectively. At December 31, 2013 , we also had 2,070,000 shares of our 5.50% Series A Mandatory Convertible Preferred Stock (“Convertible Preferred Stock”) issued and outstanding.
On March 1, 2014, each share of our Convertible Preferred Stock automatically converted into two  shares of our common stock based on the “maximum conversion rate”, as defined in our Amended and Restated Certificate of Incorporation. As a result, we issued 4,140,000 shares of our common stock in connection with the automatic conversion of the 2,070,000 shares of the Convertible Preferred Stock. Also on March 1, 2014, we paid the final $2.8 million of the aggregate preferred dividends on the Convertible Preferred Stock to holders of record at the close of business on February 15, 2014.

17

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

Share-lending arrangements
In August 2012, in order to facilitate the offering of our 6.00% Convertible Notes due September 2017, we entered into a share-lending arrangement with Morgan Stanley Capital Services LLC (“MSCS”), an affiliate of Morgan Stanley & Co. LLC, under which we agreed to loan 13,800,000 shares of our common stock to MSCS (the “2012 Borrowed Shares”). In January 2013, in order to facilitate the offering of our 5.50% Convertible Notes due February 2018, we entered into another share-lending arrangement with MSCS, under which we agreed to loan 6,666,666 shares of our common stock (the “2013 Borrowed Shares”, and collectively with the 2012 Borrowed Shares, the “Borrowed Shares”). We received no proceeds and no collateral for the Borrowed Shares, but a nominal lending fee from MSCS for the use of these loaned shares. Given the aggregate lending fees, no further consideration was given to the accounting treatment of the share-lending arrangements. For corporate law purposes, the Borrowed Shares are issued and outstanding. However, based on certain contractual undertakings of MSCS in the share-lending arrangements that have the effect of substantially eliminating the economic dilution that otherwise would result from the issuance of the Borrowed Shares, these loaned shares are not considered outstanding for the purpose of computing and reporting our earnings per share. The Borrowed Shares are to be returned to Molycorp concurrently with the maturity of the related convertible notes.
During the second quarter of 2014, the SEC issued Molycorp a comment letter with respect to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 regarding, among other things, the fair value measurement of our share-lending arrangements. In response to the SEC’s comment, we reconsidered our approach to determining the fair value of our share-lending arrangements and identified a methodology to estimate the long-term borrowing rate of our common stock, which we adjusted for the credit risk of the counterparty given that no collateral was provided to us that complied with ASC 470-20-25-20A. As a result of applying the methodology, management has determined that the fair value at the date of issuance of the 2012 Borrowed Shares and 2013 Borrowed Shares should have been approximately $18.1 million and $6.6 million , respectively. This amount should have been recognized in the financial statements as issuance costs associated with the issuance of the related convertible notes with an offset to additional paid-in capital.
Because the adjustment, both individually and in the aggregate, was not material to any of the prior years’ financial statements, and the impact of correcting the errors was not material to the full year 2014 financial statements, we recorded the correction in the condensed consolidated financial statements in the second quarter of 2014. The out-of-period adjustment had the following impact on the condensed consolidated balance sheet and the condensed consolidated statements of operations and comprehensive loss as of June 30, 2014:
Increase to balance sheet captions :
As of June 30, 2014
Other non-current assets
$
16,381

Property, plant and equipment, net
3,378

Additional paid-in capital
15,062

Increase to statements of operations and comprehensive loss captions :
Three Months Ended 
 June 30, 2014
 
Six Months Ended 
 June 30, 2014
Interest expense, net of capitalized interest
$
4,933

 
$
4,933

Income tax benefit
9,630

 
9,630

The following table provides certain other information on our share-lending arrangements as of June 30, 2014 :
 
2012 Borrowed Shares
 
2013 Borrowed Shares
 
Total
 
(In thousands)
Fair value
$
7,957

 
$
4,450

 
$
12,407

Unamortized issuance cost
11,546

 
4,835

 
16,381

The methodology to fair value our share-lending arrangements consists of an option pricing model that we used to determine a synthetic cost of borrow of our common stock, which we then adjusted for an estimate of the counterparty credit

18

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

risk. Inputs used in this approach include a combination of Level 2 and Level 3 inputs of the fair value hierarchy. As of June 30, 2014 , all of the Borrowed Shares we originally agreed to loan to MSCS are still outstanding, and the related unamortized issuance cost is included in "Other non-current assets" in the condensed consolidated balance sheet.
The amount of non-cash interest cost recognized relating to the amortization of the issuance cost associated with the combined share-lending arrangements was as follows in 2014:
 
Three Months Ended 
 June 30, 2014
 
Six Months Ended 
 June 30, 2014
 
(In thousands)
Interest cost expensed
$
4,933

 
$
4,933

Interest cost capitalized
3,378

 
3,378

Accumulated other comprehensive income
The following table provides the changes in Accumulated other comprehensive income (loss) (“AOCI”) for the six-month periods ended June 30, 2014 and 2013:
 
Foreign currency translation adjustments
 
Postretirement benefit liability
 
Accumulated other comprehensive loss
 
(In thousands)
Balance at December 31, 2013
$
(6,638
)
 
$
187

 
$
(6,451
)
Change in other comprehensive loss before reclassifications
(961
)
 
—

 
(961
)
Net income (loss) reclassified from AOCI
—

 
—

 
—

Balance at June 30, 2014
$
(7,599
)
 
$
187

 
$
(7,412
)
 
Foreign currency translation adjustments
 
Postretirement benefit liability
 
Accumulated other comprehensive loss
 
(In thousands)
Balance at December 31, 2012
$
(8,261
)
 
$
(1,172
)
 
$
(9,433
)
Change in other comprehensive loss before reclassifications
(2,632
)
 
—

 
(2,632
)
Net income (loss) reclassified from AOCI
—

 
—

 
—

Balance at June 30, 2013
$
(10,893
)
 
$
(1,172
)
 
$
(12,065
)

There were no items reclassified from AOCI during the interim periods presented above.
(9)
Loss per Share
For the six months ended June 30, 2014 and for the three and six months ended June 30, 2013 , the dividends on the Convertible Preferred Stock were subtracted from net loss attributable to Molycorp stockholders for the purpose of computing the basic and diluted earnings per share.
Diluted earnings per share reflect the dilutive impact of potential common stock and unvested restricted shares of common stock in the weighted average number of common shares outstanding during the period, if dilutive. For this purpose, the “treasury stock method” and “if-converted method,” as applicable, are used. Under the treasury stock method, assumed proceeds upon the exercise of stock options are considered to be used to purchase common stock at the average market price of the shares during the period. Also under the treasury stock method, fixed awards and non-vested shares, such as restricted stock units, are deemed options for purposes of computing diluted earnings per share. At June 30, 2014 and 2013 , all potential common stock under the treasury stock method were antidilutive in nature; consequently, we did not have any adjustments between earnings per share and diluted earnings per share related to stock options and restricted stock units. In applying the if-

19

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

converted method, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be antidilutive. Convertible preferred stock is antidilutive whenever the amount of the dividend declared in or accumulated for the current period per common share obtainable on conversion, including the deemed dividend in the period from a beneficial conversion feature, exceeds basic earnings per share. Our Convertible Preferred Stock was antidilutive at June 30, 2014 and 2013 . Also, under the if-converted method, convertible debt is antidilutive whenever its interest per common share obtainable on conversion, including any deemed interest from a beneficial conversion feature and nondiscretionary adjustments, net of tax, exceeds basic earnings per share. At June 30, 2014 and 2013 , our convertible notes were all antidilutive.
(10)
Stock-Based Compensation
The following tables summarize the stock-based awards with significant activity for the six months ended June 30, 2014 :
PBRSUs
Number of
Shares
 
Weighted Average
Grant-Date
Price
Unvested at December 31, 2013
697,797

 
$
7.45

Granted
744,540

 
$
4.99

Forfeited
(4,343
)
 
5.88

Vested
—

 
—

Unvested at June 30, 2014
1,437,994

 
$
6.18

RSUs
Number of
Shares
 
Weighted Average
Grant-Date
Price
Unvested at December 31, 2013
1,076,385

 
$
9.81

Granted
932,052

 
$
4.41

Forfeited
(54,775
)
 
$
8.95

Vested
(49,913
)
 
$
31.91

Unvested at June 30, 2014
1,903,749

 
$
6.61


(11)
Commitments and Contingencies
(a)
Future Operating Lease Commitments
We lease certain office space, trailers and equipment pursuant to lease agreements that have been determined to be operating leases. Remaining annual minimum payments under these leases at June 30, 2014 were as follows:
 
Total
 
Less Than
1 Year
 
1 - 3 Years
 
4 - 5 Years
 
More Than
5 Years
 
(In thousands)
Operating lease obligations
$
6,491

 
$
2,400

 
$
2,621

 
$
602

 
$
868

(b)
Purchase Commitments
We entered into contractual commitments for the purchase of materials and services from various vendors, primarily in connection with the modernization and expansion efforts at our Mountain Pass facility. Future payments for all purchase commitments at June 30, 2014 were as follows:
 
Total
 
Less Than
1 Year
 
1 - 3 Years
 
4 - 5 Years
 
More Than
5 Years
 
(In thousands)
Purchase obligations and other commitment
$
142,252

 
$
142,252

 
$
—

 
$
—

 
$
—


20

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

(c)
Labor Contract
Certain of our employees at our Mountain Pass facility are covered by a collective bargaining agreement with the United Steelworkers of America that expires on March 15, 2015. At June 30, 2014 , 258 employees, or approximately 58% of the workforce at our Mountain Pass facility, were covered by this collective bargaining agreement.
At June 30, 2014 , 168 employees, or approximately 30% of the workforce at our Molycorp Silmet facility, were unionized employees. The contract with the labor union in Estonia is automatically renewed each year unless either party desires to make an amendment. The contract was last amended in February 2012.
(d)
Reclamation Surety Bonds
At June 30, 2014 , we had placed $28.8 million of surety bonds with California state and regional agencies to secure our Mountain Pass facility closure and reclamation obligations.
(e)
Purported Class Action and Derivative Lawsuits
In February 2012, a purported class action lawsuit was filed in the Colorado Federal District Court against us and certain of our current and former executive officers alleging violations of the federal securities laws. The Consolidated Class Action Complaint filed on July 31, 2012 also names most of our Board members and some of our stockholders as defendants, along with other persons and entities. That Complaint alleges 18 claims for relief arising out of alleged: (1) securities fraud in violation of the Securities Exchange Act of 1934, or the Exchange Act, during the proposed class period from February 11, 2011 through November 10, 2011; and (2) materially untrue or misleading statements in registration statements and prospectuses for our public offering of preferred stock in February 2011 and of common stock in June 2011, in violation of the Securities Act of 1933. Our motion to dismiss that Complaint was filed in October 2012 and is pending. We believe that this lawsuit is without merit, and we intend to vigorously defend ourselves against these claims.
Certain of our shareholders filed a consolidated stockholder derivative lawsuit purportedly on our behalf against us (as nominal defendant) and certain of our current and former directors, executive officers and shareholders in the Delaware Court of Chancery. A Consolidated Amended Stockholder Derivative Complaint was filed in August 2012. Pursuant to an order dated May 15, 2013, the Delaware Chancery Court stayed this derivative lawsuit pending the outcome of the Colorado class action lawsuit. On October 9, 2013, certain plaintiffs, purportedly on our behalf, filed a Motion to Lift the Stay and for Leave to File an Amended Complaint. Pursuant to a letter opinion dated May 12, 2014, the Delaware Chancery Court granted plaintiffs’ motion to file a second consolidated amended derivative complaint. In addition, the Delaware Chancery Court lifted the stay of the action. The plaintiffs filed their Second Consolidated Amended Complaint on May 15, 2014, alleging breaches of fiduciary duty and unjust enrichment, but dropping claims for material misstatements and for trading on material, non-public information. The defendants filed a Motion to Dismiss the Second Consolidated Amended Complaint on July 14, 2014. The plaintiffs’ answer brief is due to be filed on August 29, 2014, with defendants’ reply briefs due on September 26, 2014.
Two additional shareholder derivative lawsuits were filed purportedly on our behalf against us (as nominal defendant) and certain of our current and former directors, executive officers and shareholders, in the Colorado Federal District Court. These lawsuits allege claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on events in 2011 and 2012. The Colorado Federal District Court dismissed these lawsuits. The plaintiffs filed an appeal of that ruling to the U.S. Court of Appeals for the Tenth Circuit, and the Tenth Circuit remanded these cases back to the Colorado Federal District Court. Subsequently, a different shareholder, purportedly on our behalf, filed a new shareholder derivative lawsuit in the Colorado Federal District Court alleging claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on events during 2011 through 2013. The Colorado Federal District Court sua sponte consolidated this lawsuit with the remanded lawsuits. The plaintiff in the new derivative lawsuit filed a Motion to Vacate the consolidation order. On July 15, 2014, the Colorado Federal District Court ruled that, based on the Second Consolidated Amended Derivative Complaint filed in Delaware Chancery Court, the issues raised in the Colorado derivative cases were sufficiently distinct from the issues set forth in the Delaware derivative lawsuit, and reversed its original order dismissing the lawsuits. In its order, the Colorado Federal District Court left open the opportunity for the defendants to file a motion to stay the Colorado derivative lawsuits pending the resolution of the Colorado class action lawsuit. The Motion to Vacate the consolidation order remains pending.

21

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

In August 2013, two purported class action lawsuits were filed in the U.S. District Court for the Southern District of New York against us and certain of our current and former executive officers, alleging violations of the federal securities laws. A Consolidated Amended Class Action Complaint, filed on May 19, 2014, also names us and certain of our current and former executive officers. The Consolidated Amended Class Action Complaint alleges claims for relief arising out of alleged securities fraud in violation of the Exchange Act, during a purported class period from February 21, 2012 through October 15, 2013. Our Motion to Dismiss the consolidated lawsuit is due to be filed on August 13, 2014. We believe that this lawsuit is without merit, and we intend to vigorously defend ourselves against these claims.
The class action and derivative lawsuits described above have not progressed to a point where a reasonably possible range of losses associated with their ultimate outcome can be estimated at this time. If the final resolution of any such litigation or proceedings is unfavorable, our financial condition, operating results and cash flows could be materially affected.    
(12)
Concentrations
Resources Segment
There were no significant sales by customer or by product at the Resources segment for the three and six months ended June 30, 2014 , and for the three and six months ended June 30, 2013 .
Chemicals and Oxides Segment
Sales of cerium products within the Chemicals and Oxides segment accounted for 11% and 7% of consolidated revenues in the second quarter of 2014 and 2013 , respectively, and 10% and 11% for the six months ended June 30, 2014 and 2013 , respectively. There were no significant sales by customer in this segment in all interim periods indicated above.
Magnetic Materials and Alloys Segment
Sales of Neo Powders™ within the Magnetic Materials and Alloys segment, relative to consolidated revenues, were 44% and 41% for the three months ended June 30, 2014 and 2013 , respectively, and 44% and 38% for the six months ended June 30, 2014 and 2013 , respectively.
Sales of Neo Powders™ to Daido Electronics, a subsidiary of one of IMJ’s shareholders, totaled $15.0 million and $14.0 million for the three months ended June 30, 2014 and 2013 , respectively, and $27.2 million and $22.9 million for the six months ended June 30, 2014 and 2013 , respectively. At June 30, 2014 and December 31, 2013 , we had accounts receivable from Daido Electronics of $5.1 million and $7.5 million , respectively.
Rare Metals Segment
There were no significant sales by product or by customer at the Rare Metals segment for the three and six months ended June 30, 2014 and the three and six months ended June 30, 2013 .
(13)
Related-Party Transactions
We supply Neo Powders™ to Daido Electronics, a subsidiary of one of IMJ’s shareholders, and to Toda Magnequench Magnetic Materials Co. Ltd. (“TMT”), an equity method investee of ours involved in the production of rare earth magnetic compounds. We also purchase magnetic compounds back from TMT in the normal course of business. Two other equity method investees, with whom we regularly buy and sell products, include Ganzhou Keli Rare Earth New Material Co., Ltd. (“Keli”), which processes rare earth oxides into metals for inclusion in our Neo Powders™, and Ingal Stade GmbH, which sells gallium to our rare metals facilities located in Canada and the United States. In addition, we provide rare metal recycling services to Plansee Holding AG, a privately held Austrian company that is wholly-owned by an Austrian trust, of which one of our Board's directors and other members of his family are beneficiaries.

For the three and six months ended June 30, 2014 , we purchased metals and received services from Keli for a total of $18.7 million and $35.6 million , respectively, as compared to $14.7 million and $24.4 million for the three and six months ended June 30, 2013 , respectively.

22

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014


Except for Daido Electronics, which is disclosed in Note 12, transactions with all other related parties were nominal in all interim periods indicated above.

(14)
Net Change in Operating Assets and Liabilities
Net change in operating assets and liabilities, net of the effects of acquisitions and dispositions, consisted of the following for the six months ended June 30, 2014 and 2013 :
 
Six Months Ended June 30,
 
2014
 
2013
 
(In thousands)
Decrease (increase) in operating assets:
 
 
 
Trade accounts receivable
$
14,708

 
$
1,205

Inventory
(48,213
)
 
23,176

Prepaid expenses and other current assets
(5,764
)
 
519

Increase (decrease) in operating liabilities:
 
 
 
Trade accounts payable
(6,070
)
 
(21,167
)
Income tax payable
684

 
494

Interest payable
15,552

 
(27,689
)
Asset retirement obligation
(1,196
)
 
(2,013
)
Accrued expenses
(1,614
)
 
(17,388
)
 
$
(31,913
)
 
$
(42,863
)
(15)
Fair Value of Financial Instruments
For assets and liabilities that are required under GAAP to be measured at fair value on a recurring or nonrecurring basis, we refer to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three broad levels:
•
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

•
Level 2 - Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

•
Level 3 - Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.
Our assets and liabilities measured at fair value on a recurring basis were as follows at June 30, 2014 and December 31, 2013:

23

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
June 30, 2014
 
Quoted Prices in Active Markets for Identical Assets/Liabilities
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
 
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
42,377

 
—

 
—

 
$
42,377

Liabilities:
 
 
 
 
 
 
 
Derivative liability
—

 
—

 
$
6,303

 
$
6,303

 
December 31, 2013
 
Quoted Prices in Active Markets for Identical Assets/Liabilities
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
 
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
179,052

 
—

 
—

 
$
179,052

Liabilities:
 
 
 
 
 
 
 
Derivative liability
—

 
—

 
$
6,089

 
$
6,089

The financial assets classified in Level 1 at June 30, 2014 and December 31, 2013 consist of money market funds valued based on quoted prices for identical assets in active markets. The derivative liability relates to a share purchase agreement (“SPA”) between NMT Holding GmbH, our wholly-owned German subsidiary, and the shareholders of Buss & Buss, a majority-owned subsidiary of ours. The SPA includes a call and a put option on shares of the remaining shareholder and his legal successors. If the call option is exercised by us, a premium is added to the consideration to purchase the underlying shares in Buss & Buss. If the put option is exercised by the remaining shareholder of Buss & Buss or his legal successors, a discount will reduce the cost basis of the securities sold to us. We account for the put option at fair value with changes in fair value recognized currently in earnings. The change in fair value of the put option resulted in nominal unrealized gains and losses for the three and six months ended June 30, 2014 , and for the three and six months ended June 30, 2013 , which were recognized in "Interest expense" in the condensed consolidated statements of operations and comprehensive income. The technique used to fair value the derivative liability classified in Level 3 is the income approach based on a discounted cash flow model.
The following table presents the fair value of financial liabilities we reported at their carrying value at June 30, 2014 and December 31, 2013 :
 
June 30, 2014
 
December 31, 2013
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
(In thousands)
Long-term debt
 
 
 
 
 
 
 
3.25% Convertible Notes due June 2016
$
211,406

 
$
173,650

 
$
207,028

 
$
161,771

6.00% Convertible Notes due September 2017
354,606

 
269,618

 
346,708

 
312,570

5.50% Convertible Notes due February 2018
150,760

 
112,125

 
148,198

 
164,015

10% Senior Notes due June 2020
638,148

 
603,558

 
637,435

 
646,750

Total long-term debt
$
1,354,920

 
$
1,158,951

 
$
1,339,369

 
$
1,285,106


24

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

The fair value of the financial liabilities listed above, which are all classified in Level 1, is based on the last available market trade of each reporting period. The Debentures are not actively traded, and the difference between their carrying value and fair value is impractical to estimate. The carrying amount of certain other financial instruments, such as trade accounts receivables, trade accounts payable, accrued expenses and bank loans approximate fair value and, therefore, have been excluded from the table above.
(16)
Subsidiary Guarantor Financial Information
The Senior Notes are fully, unconditionally and jointly and severally guaranteed by all of Molycorp, Inc.'s 100% owned existing and future domestic material subsidiaries, as defined in the indenture governing the Senior Notes. The Senior Notes guarantee of a guarantor will automatically terminate, and the obligations of such guarantor under the Senior Notes guarantee will be unconditionally released and discharged, upon (all terms as defined in the indenture governing the Senior Notes):
(1)
any sale, exchange, transfer or other disposition of a majority of the capital stock of (including by way of consolidation or merger) such guarantor by Molycorp or any restricted subsidiary to any person or persons, as a result of which such guarantor is no longer a direct or indirect subsidiary of Molycorp;
(2)
any sale, exchange, transfer or other disposition of all or substantially all assets of such guarantor that results in such guarantor having no assets;
(3)
the designation by Molycorp of such guarantor as an unrestricted subsidiary; or
(4)
defeasance or discharge of the Senior Notes;
provided that any such event occurs in accordance with all other applicable provisions of the indenture.
Presented below are the condensed consolidating financial statements of Molycorp, Inc. (“Parent”) as issuer, its combined guarantor subsidiaries and its combined non-guarantor subsidiaries, which are presented as an alternative to providing separate financial statements for the guarantors. The accounts of the Parent, the guarantor and non-guarantor subsidiaries are presented using the equity method of accounting for investments in subsidiaries for purposes of these condensed consolidating financial statements only. Certain of the prior periods separate financial information has been reclassified to conform to the presentation of the most recent period herein disclosed.












25

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
June 30, 2014
 
(In thousands)
Condensed Consolidating Balance Sheets
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Molycorp, Inc. consolidated
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
36,680

 
$
6,072

 
$
113,620

 
$
—

 
$
156,372

Trade accounts receivable, net
—

 
3,841

 
43,190

 
—

 
47,031

Inventory
—

 
35,407

 
146,615

 
—

 
182,022

Prepaid expenses and other current assets
—

 
17,861

 
16,006

 
—

 
33,867

Total current assets
36,680

 
63,181

 
319,431

 
—

 
419,292

Non-current assets:
 
 
 
 
 
 
 
 
 
Deposits
1,755

 
23,943

 
—

 
—

 
25,698

Property, plant and equipment, net
—

 
1,606,889

 
136,605

 
—

 
1,743,494

Inventory
—

 
25,934

 
—

 
—

 
25,934

Intangible assets, net
—

 
409

 
318,545

 
—

 
318,954

Investments
—

 
30,836

 
15,467

 
—

 
46,303

Goodwill
—

 
—

 
228,750

 
—

 
228,750

Investments in consolidated subsidiaries
409,155

 
120,163

 
—

 
(529,318
)
 
—

Intercompany accounts receivable
2,099,444

 
—

 
24,085

 
(2,123,529
)
 
—

Other non-current assets
16,380

 
651

 
5,790

 
—

 
22,821

Total non-current assets
2,526,734

 
1,808,825

 
729,242

 
(2,652,847
)
 
2,411,954

Total assets     
$
2,563,414

 
$
1,872,006

 
$
1,048,673

 
$
(2,652,847
)
 
$
2,831,246

Current liabilities:
 
 
 
 
 
 
 
 
 
Trade accounts payable
$
—

 
$
32,202

 
$
30,880

 
$
—

 
$
63,082

Accrued expenses
18,158

 
11,766

 
17,081

 
—

 
47,005

Debt and capital lease obligations
—

 
2,852

 
11,378

 
—

 
14,230

Other current liabilities
—

 
441

 
3,945

 
—

 
4,386

Total current liabilities
18,158

 
47,261

 
63,284

 
—

 
128,703

Non-current liabilities:
 
 
 
 
 
 
 
 
 
Asset retirement obligation
—

 
16,523

 
—

 
—

 
16,523

Deferred tax liabilities
—

 
—

 
78,424

 
—

 
78,424

Debt and capital lease obligations
1,354,920

 
19,597

 
4,152

 
—

 
1,378,669

Intercompany accounts payable
—

 
2,123,529

 
—

 
(2,123,529
)
 
—

Other non-current liabilities
—

 
1,401

 
8,855

 
—

 
10,256

Total non-current liabilities
1,354,920

 
2,161,050

 
91,431

 
(2,123,529
)
 
1,483,872

Total liabilities     
$
1,373,078

 
$
2,208,311

 
$
154,715

 
$
(2,123,529
)
 
$
1,612,575

Stockholders’ equity:
 
 
 
 
 
 
 
 
 
Common stock
245

 
—

 
—

 
—

 
245

Additional paid-in capital
2,207,938

 
149,857

 
1,315,426

 
(1,465,283
)
 
2,207,938

Accumulated other comprehensive loss
(7,412
)
 
—

 
(7,412
)
 
7,412

 
(7,412
)
Accumulated deficit
(1,010,435
)
 
(486,162
)
 
(442,391
)
 
928,553

 
(1,010,435
)
Total Molycorp stockholders’ equity
1,190,336

 
(336,305
)
 
865,623

 
(529,318
)
 
1,190,336

Noncontrolling interests
—

 
—

 
28,335

 
—

 
28,335

Total stockholders’ equity
1,190,336

 
(336,305
)
 
893,958

 
(529,318
)
 
1,218,671

Total liabilities and stockholders’ equity     
$
2,563,414

 
$
1,872,006

 
$
1,048,673

 
$
(2,652,847
)
 
$
2,831,246


26

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
December 31, 2013
 
(In thousands)
Condensed Consolidating Balance Sheets
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Molycorp, Inc. consolidated
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
169,145

 
$
6,467

 
$
138,705

 
$
—

 
$
314,317

Trade accounts receivable, net
—

 
4,990

 
56,767

 
—

 
61,757

Inventory
—

 
32,307

 
139,476

 
—

 
171,783

Prepaid expenses and other current assets
—

 
15,833

 
13,377

 
—

 
29,210

Total current assets
169,145

 
59,597

 
348,325

 
—

 
577,067

Non-current assets:
 
 
 
 
 
 
 
 
 
Deposits
1,754

 
24,243

 
—

 
—

 
25,997

Property, plant and equipment, net
—

 
1,620,851

 
142,023

 
—

 
1,762,874

Inventory
—

 
25,329

 
—

 
—

 
25,329

Intangible assets, net
—

 
442

 
330,425

 
—

 
330,867

Investments
—

 
34,134

 
14,741

 
—

 
48,875

Goodwill
—

 
—

 
228,750

 
—

 
228,750

Investments in consolidated subsidiaries
532,767

 
121,849

 
—

 
(654,616
)
 
—

Intercompany accounts receivable
2,001,583

 
—

 
—

 
(2,001,583
)
 
—

Other non-current assets
—

 
771

 
6,272

 
—

 
7,043

Total non-current assets
2,536,104

 
1,827,619

 
722,211

 
(2,656,199
)
 
2,429,735

Total assets     
$
2,705,249

 
$
1,887,216

 
$
1,070,536

 
$
(2,656,199
)
 
$
3,006,802

Current liabilities:
 
 
 
 
 
 
 
 
 
Trade accounts payable
$
—

 
$
49,702

 
$
34,747

 
$
—

 
$
84,449

Accrued expenses
18,158

 
13,782

 
16,561

 
—

 
48,501

Debt and capital lease obligations
—

 
2,234

 
14,128

 
—

 
16,362

Other current liabilities
—

 
617

 
3,446

 
—

 
4,063

Total current liabilities
18,158

 
66,335

 
68,882

 
—

 
153,375

Non-current liabilities:
 
 
 
 
 
 
 
 
 
Asset retirement obligation
—

 
16,966

 
—

 
—

 
16,966

Deferred tax liabilities
—

 
—

 
85,481

 
—

 
85,481

Debt and capital lease obligations
1,339,368

 
19,355

 
5,193

 
—

 
1,363,916

Intercompany accounts payable
—

 
1,999,562

 
2,021

 
(2,001,583
)
 
—

Other non-current liabilities
—

 
1,393

 
8,609

 
—

 
10,002

Total non-current liabilities
1,339,368

 
2,037,276

 
101,304

 
(2,001,583
)
 
1,476,365

Total liabilities     
$
1,357,526

 
$
2,103,611

 
$
170,186

 
$
(2,001,583
)
 
$
1,629,740

Stockholders’ equity:
 
 
 
 
 
 
 
 
 
Common stock
241

 
—

 
—

 
—

 
241

Preferred stock
2

 
—

 
—

 
—

 
2

Additional paid-in capital
2,194,405

 
149,857

 
1,315,426

 
(1,465,283
)
 
2,194,405

Accumulated other comprehensive loss
(6,451
)
 
—

 
(6,451
)
 
6,451

 
(6,451
)
Accumulated deficit
(840,474
)
 
(366,252
)
 
(437,964
)
 
804,216

 
(840,474
)
Total Molycorp stockholders’ equity
1,347,723

 
(216,395
)
 
871,011

 
(654,616
)
 
1,347,723

Noncontrolling interests
—

 
—

 
29,339

 
—

 
29,339

Total stockholders’ equity
1,347,723

 
(216,395
)
 
900,350

 
(654,616
)
 
1,377,062

Total liabilities and stockholders’ equity     
$
2,705,249

 
$
1,887,216

 
$
1,070,536

 
$
(2,656,199
)
 
$
3,006,802


27

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
Three Months Ended June 30, 2014
 
(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Molycorp, Inc. consolidated
Revenues
$
—

 
$
12,009

 
$
113,319

 
$
(8,421
)
 
$
116,907

Costs of sales:
 
 
 
 
 
 
 
 
 
Costs excluding depreciation and amortization
—

 
(38,490
)
 
(83,330
)
 
8,421

 
(113,399
)
Depreciation and amortization
—

 
(16,031
)
 
(4,048
)
 
—

 
(20,079
)
Gross (loss) profit
—

 
(42,512
)
 
25,941

 
—

 
(16,571
)
Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
(153
)
 
(10,437
)
 
(9,834
)
 
—

 
(20,424
)
Depreciation, amortization and accretion
—

 
(1,057
)
 
(6,200
)
 
—

 
(7,257
)
Research and development
—

 
(100
)
 
(4,383
)
 
—

 
(4,483
)
Operating (loss) income
(153
)
 
(54,106
)
 
5,524

 
—

 
(48,735
)
Other (expense) income:
 
 
 
 
 
 
 
 
 
Other income (expense)
15,149

 
196

 
(15,049
)
 
—

 
296

Interest expense, net of capitalized interest
(39,658
)
 
(1,190
)
 
(437
)
 
—

 
(41,285
)
Interest income (expense) from intercompany notes
10,434

 
(510
)
 
(9,924
)
 
—

 
—

Equity loss from consolidated subsidiaries
(79,301
)
 
(2,009
)
 
—

 
81,310

 
—

Loss before income taxes and equity earnings
(93,529
)
 
(57,619
)
 
(19,886
)
 
81,310

 
(89,724
)
Income tax benefit (expense)
9,630

 
—

 
(2,203
)
 
—

 
7,427

Equity in (loss) income of affiliates
—

 
(1,592
)
 
39

 
—

 
(1,553
)
Net loss
(83,899
)
 
(59,211
)
 
(22,050
)
 
81,310

 
(83,850
)
Net income attributable to noncontrolling interest
—

 
—

 
(49
)
 
—

 
(49
)
Net loss attributable to Molycorp stockholders
$
(83,899
)
 
$
(59,211
)
 
$
(22,099
)
 
$
81,310

 
$
(83,899
)
 
 
 
 
 
 
 
 
 
 
Net loss
$
(83,899
)
 
$
(59,211
)
 
$
(22,050
)
 
$
81,310

 
$
(83,850
)
Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
—

 
—

 
(109
)
 
—

 
(109
)
Comprehensive loss
$
(83,899
)
 
$
(59,211
)
 
$
(22,159
)
 
$
81,310

 
$
(83,959
)
Comprehensive loss attributable to:
 
 
 
 
 
 
 
 
 
Molycorp stockholders
(83,899
)
 
(59,211
)
 
(22,110
)
 
81,310

 
(83,910
)
Noncontrolling interest
—

 
—

 
(49
)
 
—

 
(49
)
 
$
(83,899
)
 
$
(59,211
)
 
$
(22,159
)
 
$
81,310

 
$
(83,959
)















28

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
Six Months Ended June 30, 2014
 
(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Molycorp, Inc. consolidated
Revenues
$
—

 
$
29,239

 
$
227,051

 
$
(20,858
)
 
$
235,432

Costs of sales:
 
 
 
 
 
 
 
 
 
Costs excluding depreciation and amortization
—

 
(91,869
)
 
(167,861
)
 
20,858

 
(238,872
)
Depreciation and amortization
—

 
(28,158
)
 
(8,068
)
 
—

 
(36,226
)
Gross (loss) profit
—

 
(90,788
)
 
51,122

 
—

 
(39,666
)
Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
(393
)
 
(18,595
)
 
(19,391
)
 
—

 
(38,379
)
Depreciation, amortization and accretion
—

 
(2,102
)
 
(12,357
)
 
—

 
(14,459
)
Research and development
—

 
(243
)
 
(7,006
)
 
—

 
(7,249
)
Operating (loss) income
(393
)
 
(111,728
)
 
12,368

 
—

 
(99,753
)
Other (expense) income:
 
 
 
 
 
 
 
 
 
Other (expense) income
(3,122
)
 
212

 
3,680

 
—

 
770

Interest expense, net of capitalized interest
(74,214
)
 
(2,395
)
 
(316
)
 
—

 
(76,925
)
Interest income (expense) from intercompany notes
20,789

 
(1,014
)
 
(19,775
)
 
—

 
—

Equity loss from consolidated subsidiaries
(122,651
)
 
(1,686
)
 
—

 
124,337

 
—

Loss before income taxes and equity earnings
(179,591
)
 
(116,611
)
 
(4,043
)
 
124,337

 
(175,908
)
Income tax benefit (expense)
9,630

 
—

 
(296
)
 
—

 
9,334

Equity in (loss) income of affiliates
—

 
(3,299
)
 
24

 
—

 
(3,275
)
Net loss
(169,961
)
 
(119,910
)
 
(4,315
)
 
124,337

 
(169,849
)
Net income attributable to noncontrolling interest
—

 
—

 
(112
)
 
—

 
(112
)
Net loss attributable to Molycorp stockholders
$
(169,961
)
 
$
(119,910
)
 
$
(4,427
)
 
$
124,337

 
$
(169,961
)
 
 
 
 
 
 
 
 
 
 
Net loss
$
(169,961
)
 
$
(119,910
)
 
$
(4,315
)
 
$
124,337

 
$
(169,849
)
Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
—

 
—

 
(961
)
 
—

 
(961
)
Comprehensive loss
$
(169,961
)
 
$
(119,910
)
 
$
(5,276
)
 
$
124,337

 
$
(170,810
)
Comprehensive loss attributable to:
 
 
 
 
 
 
 
 
 
Molycorp stockholders
(169,961
)
 
(119,910
)
 
(5,164
)
 
124,337

 
(170,698
)
Noncontrolling interest
—

 
—

 
(112
)
 
—

 
(112
)
 
$
(169,961
)
 
$
(119,910
)
 
$
(5,276
)
 
$
124,337

 
$
(170,810
)















29

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
Three Months Ended June 30, 2013
 
(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Income
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Molycorp, Inc. consolidated
Revenues
$
—

 
$
27,168

 
$
120,976

 
$
(12,032
)
 
$
136,112

Costs of sales:
 
 
 
 
 
 
 
 
 
Costs excluding depreciation and amortization
—

 
(46,363
)
 
(101,393
)
 
12,032

 
(135,724
)
Depreciation and amortization
—

 
(11,757
)
 
(6,667
)
 
—

 
(18,424
)
Gross (loss) profit
—

 
(30,952
)
 
12,916

 
—

 
(18,036
)
Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
—

 
(16,488
)
 
(9,571
)
 
—

 
(26,059
)
Depreciation, amortization and accretion
—

 
48

 
(8,326
)
 
—

 
(8,278
)
Research and development
—

 
(1,431
)
 
(5,075
)
 
—

 
(6,506
)
Operating loss
—

 
(48,823
)
 
(10,056
)
 
—

 
(58,879
)
Other (expense) income:
 
 
 
 
 
 
 
 
 
Other income
—

 
244

 
2,569

 
—

 
2,813

Interest (expense) income, net of capitalized interest
(14,745
)
 
(2,236
)
 
2,112

 
—

 
(14,869
)
Interest income (expense) from intercompany notes
8,592

 
1,237

 
(9,829
)
 
—

 
—

Equity loss from consolidated subsidiaries
(65,022
)
 
(7,487
)
 
—

 
72,509

 
—

Loss before income taxes and equity earnings
(71,175
)
 
(57,065
)
 
(15,204
)
 
72,509

 
(70,935
)
Income tax (loss) benefit
—

 
(11,198
)
 
14,728

 
—

 
3,530

Equity in loss of affiliates
—

 
(8,012
)
 
4,728

 
—

 
(3,284
)
Net loss
(71,175
)
 
(76,275
)
 
4,252

 
72,509

 
(70,689
)
Net income attributable to noncontrolling interest
—

 
—

 
(486
)
 
—

 
(486
)
Net loss attributable to Molycorp stockholders
$
(71,175
)
 
$
(76,275
)
 
$
3,766

 
$
72,509

 
$
(71,175
)
 
 
 
 
 
 
 
 
 
 
Net loss
$
(71,175
)
 
$
(76,275
)
 
$
4,252

 
$
72,509

 
$
(70,689
)
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
—

 
—

 
662

 
—

 
662

Comprehensive loss
$
(71,175
)
 
$
(76,275
)
 
$
4,914

 
$
72,509

 
$
(70,027
)
Comprehensive loss attributable to:
 
 
 
 
 
 
 
 
 
Molycorp stockholders
(71,175
)
 
(76,275
)
 
5,400

 
72,509

 
(69,541
)
Noncontrolling interest
—

 
—

 
(486
)
 
—

 
(486
)
 
$
(71,175
)
 
$
(76,275
)
 
$
4,914

 
$
72,509

 
$
(70,027
)














30

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
Six Months Ended June 30, 2013
 
(In thousands)
Condensed Consolidating Statements of Operations and Comprehensive Loss
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Molycorp, Inc. consolidated
Revenues
$
—

 
$
48,777

 
$
255,124

 
$
(22,390
)
 
$
281,511

Costs of sales:
 
 
 
 
 
 
 
 
 
Costs excluding depreciation and amortization
—

 
(91,692
)
 
(201,953
)
 
22,390

 
(271,255
)
Depreciation and amortization
—

 
(19,187
)
 
(13,409
)
 
—

 
(32,596
)
Gross (loss) profit
—

 
(62,102
)
 
39,762

 
—

 
(22,340
)
Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
—

 
(33,504
)
 
(19,106
)
 
—

 
(52,610
)
Depreciation, amortization and accretion
—

 
(1,661
)
 
(14,827
)
 
—

 
(16,488
)
Research and development
—

 
(3,391
)
 
(9,520
)
 
—

 
(12,911
)
Operating loss
—

 
(100,658
)
 
(3,691
)
 
—

 
(104,349
)
Other (expense) income:
 
 
 
 
 
 
 
 
 
Other income
—

 
243

 
2,117

 
—

 
2,360

Interest (expense) income, net
(25,885
)
 
(4,295
)
 
3,662

 
—

 
(26,518
)
Interest income (expense) from intercompany notes
18,244

 
2,881

 
(21,125
)
 
—

 
—

Equity loss from consolidated subsidiaries
(108,389
)
 
(6,409
)
 
—

 
114,798

 
—

Loss before income taxes and equity earnings
(116,030
)
 
(108,238
)

(19,037
)

114,798

 
(128,507
)
Income tax benefit
5,884

 
8,252

 
11,885

 
—

 
26,021

Equity in loss of affiliates
—

 
(10,010
)
 
3,654

 
—

 
(6,356
)
Net loss
(110,146
)
 
(109,996
)
 
(3,498
)
 
114,798

 
(108,842
)
Net income attributable to noncontrolling interest
—

 
—

 
(1,304
)
 
—

 
(1,304
)
Net loss attributable to Molycorp stockholders
$
(110,146
)
 
$
(109,996
)
 
$
(4,802
)
 
$
114,798

 
$
(110,146
)
 
 
 
 
 
 
 
 
 
 
Net loss
$
(110,146
)
 
$
(109,996
)
 
$
(3,498
)
 
$
114,798

 
$
(108,842
)
Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
—

 
—

 
(2,632
)
 
—

 
(2,632
)
Comprehensive loss
$
(110,146
)
 
$
(109,996
)
 
$
(6,130
)
 
$
114,798

 
$
(111,474
)
Comprehensive loss attributable to:
 
 
 
 
 
 
 
 
 
Molycorp stockholders
(110,146
)
 
(109,996
)
 
(4,826
)
 
114,798

 
(110,170
)
Noncontrolling interest
—

 
—

 
(1,304
)
 
—

 
(1,304
)
 
$
(110,146
)
 
$
(109,996
)
 
$
(6,130
)
 
$
114,798

 
$
(111,474
)












31

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
Six Months Ended June 30, 2014
 
(In thousands)
Condensed Consolidating Statements of Cash Flows
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Molycorp, Inc. consolidated
Net cash used in operating activities
$
(36,253
)
 
$
(71,050
)
 
$
(10,945
)
 
$
—

 
$
(118,248
)
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Intercompany advances made
(141,366
)
 
—

 
—

 
141,366

 
—

Repayments from non-guarantor
48,000

 
—

 
—

 
(48,000
)
 
—

Investment in joint ventures
—

 
—

 
(703
)
 
—

 
(703
)
Capital expenditures
—

 
(40,928
)
 
(3,759
)
 
—

 
(44,687
)
Recovery from insurance claims
—

 
12,900

 
—

 
—

 
12,900

Other investing activities
—

 
—

 
395

 
—

 
395

Net cash used in investing activities
(93,366
)
 
(28,028
)
 
(4,067
)
 
93,366

 
(32,095
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Repayments of debt
—

 
—

 
(3,079
)
 
—

 
(3,079
)
Payments of preferred dividends
(2,846
)
 
—

 
—

 
—

 
(2,846
)
Dividend paid to noncontrolling interests
—

 
—

 
(1,135
)
 
—

 
(1,135
)
Repayments to parent
—

 
—

 
(48,000
)
 
48,000

 
—

Intercompany advances owed
—

 
97,822

 
43,544

 
(141,366
)
 
—

Other financing activities
—

 
861

 
(697
)
 
—

 
164

Net cash (used in) provided by financing activities
(2,846
)
 
98,683

 
(9,367
)
 
(93,366
)
 
(6,896
)
Effect of exchange rate changes on cash
—

 
—

 
(706
)
 
—

 
(706
)
Net change in cash and cash equivalents
(132,465
)
 
(395
)
 
(25,085
)
 
—

 
(157,945
)
Cash and cash equivalents at beginning of the period
169,145

 
6,467

 
138,705

 
—

 
314,317

Cash and cash equivalents at end of period
$
36,680

 
$
6,072

 
$
113,620

 
$
—

 
$
156,372












32

MOLYCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2014

 
Six Months Ended June 30, 2013
 
(In thousands)
Condensed Consolidating Statements of Cash Flows
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Molycorp, Inc. consolidated
Net cash provided by (used in) operating activities
$
(1,972
)
 
$
(93,855
)
 
$
21,786

 
$
—

 
$
(74,041
)
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Loans to guarantor
—

 
—

 
(40,000
)
 
40,000

 
—

Intercompany advances made
(318,835
)
 
—

 
—

 
318,835

 
—

Loans to non-guarantor
—

 
(1,300
)
 
—

 
1,300

 
—

Repayments from non-guarantor
10,000

 
—

 
—

 
(10,000
)
 
—

Investment in joint ventures
—

 
(3,423
)
 
—

 
—

 
(3,423
)
Capital expenditures
—

 
(255,989
)
 
(8,737
)
 
—

 
(264,726
)
Other investing activities
—

 
—

 
(224
)
 
—

 
(224
)
Net cash used in investing activities
(308,835
)
 
(260,712
)
 
(48,961
)
 
350,135

 
(268,373
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Repayments of debt
—

 
—

 
(27,283
)
 
—

 
(27,283
)
Net proceeds from sale of common stock
248,150

 
—

 
—

 
—

 
248,150

Issuance of 5.50% Convertible Notes
165,600

 
—

 
—

 
—

 
165,600

Payments of preferred dividends
(5,693
)
 
—

 
—

 
—

 
(5,693
)
Dividend paid to noncontrolling interests
—

 
—

 
(1,946
)
 
—

 
(1,946
)
Borrowings from non-guarantor
—

 
40,000

 
—

 
(40,000
)
 
—

Borrowing from guarantor
—

 
—

 
1,300

 
(1,300
)
 
—

Repayments to parent
—

 
—

 
(10,000
)
 
10,000

 
—

Intercompany advances owed
—

 
303,659

 
15,176

 
(318,835
)
 
—

Other financing activities
—

 
(360
)
 
—

 
—

 
(360
)
Net cash provided by (used in) financing activities
408,057

 
343,299

 
(22,753
)
 
(350,135
)
 
378,468

Effect of exchange rate changes on cash
—

 
—

 
318

 
—

 
318

Net change in cash and cash equivalents
97,250

 
(11,268
)
 
(49,610
)
 
—

 
36,372

Cash and cash equivalents at beginning of the period
16,560

 
18,020

 
193,210

 
—

 
227,790

Cash and cash equivalents at end of period
$
113,810

 
$
6,752

 
$
143,600

 
$
—

 
$
264,162


(17)
Subsequent Events
In August 2014, we and certain of our subsidiaries entered into a commitment letter with Oaktree pursuant to which Oaktree will provide to us and certain of our subsidiaries up to $400 million in secured financing through credit facilities and the sale and leaseback of certain equipment at our Mountain Pass facility (the "Financings"). $250 million of the Financings will be available to be borrowed at the closing of the Financings, with the remaining $150 million available until April 30, 2016 if we satisfy mutually agreed financial and operational conditions. The Financings will be secured by certain of our assets and certain assets of our subsidiaries, will also be guaranteed by most of our subsidiaries, and will mature in 5 years , subject to certain springing maturity dates dependent on our repayment of certain outstanding debt, beginning with April 30, 2016. In connection with the Financings, we will issue to Oaktree warrants to purchase shares of our common stock equal to 10% of our outstanding common stock as of the closing of the Financings. The Financings are subject to various conditions precedent, including the accuracy of our representations and warranties, absence of material adverse events in our business and operations, and the negotiation of mutually acceptable definitive documentation.

33

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
          This Quarterly Report on Form 10-Q ("Report") contains forward-looking statements within the meaning of the Exchange Act and the Securities Act of 1933. All statements in this Report, other than statements of historical fact, are forward-looking statements. These forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and represent our beliefs, projections and predictions about future events or our future performance. You can identify forward-looking statements by terminology such as "may," "will," "would," "could," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue" or the negative or plural of these terms or other similar expressions or phrases. These forward-looking statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results to differ materially from any future results, performance or achievement described in or implied by such statements.
Risk factors and uncertainties that may cause actual results to differ materially from expected results include, among others:

•
the need to secure additional capital to implement our business plans, and our ability to successfully secure any such capital;

•
our ability to optimize our Mountain Pass facility to produce rare earths and other planned downstream products at planned production rates and cash production costs, including the impact of any unanticipated process interruptions;

•
the success of our cost mitigation efforts in connection with our modernization and expansion efforts at the Mountain Pass facility, which if unsuccessful, might cause our costs to exceed budget;

•
the final costs of our planned capital projects which may differ from estimated costs, including unanticipated costs related to optimization of our Mountain Pass facility;

•
market conditions, including prices and demand for our products;

•
our ability to control our working capital needs;

•
our ability to service our debt;

•
risks and uncertainties associated with intangible assets, including any future goodwill impairment charges;

•
our ability to protect our intellectual property, and our ability to defend against any claims of infringement of intellectual property rights of third parties;

•
risks associated with doing business globally, including foreign exchange rate fluctuations and our ability to repatriate cash generated from our global operations;

•
our ability to develop internal and external sources of demand for our products;

•
the development and commercialization of new products;

•
unexpected actions of domestic and foreign governments, including changes to China's export quota system, production quotas system and other regulatory mechanisms for the rare earths industry;

•
various events which could disrupt operations, including natural events and other risks;

•
uncertainties associated with our reserve estimates and non-reserve deposit information, including estimated mine life and annual production;

•
uncertainties related to feasibility studies that provide estimates of expected or anticipated costs, expenditures and economic returns, REO prices, production costs and other expenses for operations, which are subject to fluctuation;


34

•
risks and liabilities related to the dangers involved in the mining and processing of minerals and the manufacture of mineral products;

•
uncertainties regarding global supply and demand for rare earths materials;

•
uncertainties regarding the results of our exploratory drilling programs;

•
our ability to enter into additional definitive agreements with our customers and our ability to maintain customer relationships;

•
uncertainties related to Molycorp Canada's competitive position in the manufacture of NdFeB powders resulting from the expiration of certain key patents;

•
our sintered NdFeB rare earths magnet joint venture's ability to successfully manufacture magnets within its expected timeframe;

•
our ability to remediate the material weaknesses in our internal control over financial reporting, and our ability to maintain sufficient internal controls in the future, which could affect our ability to ensure timely and reliable financial reports;

•
our ability to successfully integrate other acquired businesses;

•
our ability to maintain appropriate relations with unions and employees;

•
our ability to successfully implement our vertical integration strategy;

•
environmental laws, regulations and permits affecting our business, directly and indirectly, including, among others, those relating to mine reclamation and restoration, climate change, emissions to the air and water and human exposure to hazardous substances used, released or disposed of by us;

•
our ability to obtain and renew permits required for the operation of our manufacturing facilities;

•
uncertainties associated with unanticipated geological conditions related to mining; and

•
the outcome of the stockholder class action litigation and derivative litigation, including any actions taken by government agencies in connection therewith.
Refer to "Item 1A. Risk Factors" in our Annual Report on Form 10-K filed with the SEC on March 3, 2014 for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. Any forward-looking statement you read in this Report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, operating results, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements because such statements speak only as to the date when made. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except as otherwise required by applicable law. The following discussion and analysis should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and related notes included in this Report.
This Report also contains statistical data and estimates we obtained from industry publications and reports generated by third parties. Although we believe that the publications and reports are reliable, we have not independently verified their data.
Overview
 We are a leading rare earths producer that operates a vertically integrated, global supply chain that combines a world-class rare earths resource with manufacturing facilities on three continents that can produce a wide variety of custom engineered, advanced rare earth materials from all of the lanthanide elements, plus yttrium. Our vertically integrated business allows us to operate multiple product supply chains, serve as a supplier of advanced rare earths and rare metal materials, and provide price visibility to customers worldwide.
    
Our operations are organized into four reportable segments, each reflecting a unique combination of product lines and technologies: Resources, Chemicals and Oxides, Magnetic Materials and Alloys, and Rare Metals.

35
 

The Resources segment includes our operations at the Mountain Pass facility, home to one of the world's largest and richest deposits of rare earths (including light, mid, and heavy rare earths) that has been producing rare earth products for over 60 years. At the Mountain Pass facility, we conduct rare earth minerals extraction to produce the following: LREC; separated rare earth oxides, including lanthanum, cerium and NdPr; heavy rare earth concentrates, which include SEG, terbium, dysprosium and others; and a line of proprietary rare earth-based water treatment products, including SorbX ® and PhosFIX™. In 2013, we evaluated the phosphorus-removal performance of SorbX ® in full-scale trials conducted at several wastewater treatment plants. We are currently working with some of the trial sponsors to use their plants to demonstrate the benefits of using SorbX ® to remove phosphorus. Since 2013, we have been selling limited volumes of SorbX ® . Sales of PhosFIX™ for recreational water applications have been limited, but consistent, through the second quarter of 2014.

The Chemicals and Oxides segment includes: production of rare earths at Molycorp Silmet; separated heavy rare earth oxides and other custom engineered materials from our facilities in Jiangyin, Jiangsu Province, China; and production of rare earths, salts of REEs, zirconium-based engineered materials and mixed rare earth/zirconium oxides from our facilities in Zibo, Shandong Province, China. Rare earths and zirconium applications from products made in this segment include catalytic converters, computers, television display panels, optical lenses, mobile phones, electronic chips, and many others.

The Magnetic Materials and Alloys segment includes the production of Neo Powders™ through our wholly-owned manufacturing facilities in Tianjin, China, and Korat, Thailand, under the Molycorp Magnequench brand. This operating segment also includes manufacturing of neodymium and samarium magnet alloys, other specialty alloy products and rare earth metals at our MMA facility. Neo Powders™ are used in the production of high performance, bonded NdFeB permanent magnets, which are found in micro motors, precision motors, sensors, and other applications requiring high levels of magnetic strength, flexibility, small size, reduced weight, and energy efficient performance.

The Rare Metals segment produces, reclaims, refines and markets high value niche metals and their compounds that include gallium, indium, rhenium, tantalum, and niobium. Operations in this segment are distributed in several locations: Quapaw, Oklahoma; Blanding, Utah; Peterborough, Ontario, Canada; Sagard, Germany; Stade, Germany; Hyeongok Industrial Zone in South Korea; and Sillamäe, Estonia. Applications from products made in this segment include wireless technologies, LED, flat panel display, turbine, solar, catalyst, steel additive, electronics applications, and others.
Modernization and Expansion of our Mountain Pass Facility
All key production components of our Mountain Pass facility are operational, including the Chlor-Alkali plant, which completed commissioning and was turned over to operations in February 2014, and the final unit of the multi-stage cracking plant, which was turned over to operations during the fourth quarter of 2013 . Our Chlor-Alkali plant helps us recycle wastewater from our separation processes as well as regenerate chemical reagents needed for separations, including hydrochloric acid and caustic soda, which is expected to reduce the amount of chemical reagents that we must purchase. The Chlor-Alkali plant is expected to significantly drive down the cash production costs at our Mountain Pass facility, which we believe will make it competitive with the lowest-cost producers of rare earth products globally, although there can be no assurances. The multi-stage cracking plant is part of a multi-stage chemical process designed to increase the current rare earths recovery rates at our Mountain Pass facility, increase production throughput, and contribute to lower unit production costs. We are experiencing variances in the quality of the brine that we feed into the Chlor-Alkali plant and this is creating operational inefficiencies with the plant, including the need to purchase reagents in the open market. We currently are addressing the quality of the brine feedstock and its effects on the operation of the Chlor-Alkali plant; however, we expect that it will continue to take several months of optimization before we fully realize anticipated benefits from both our multi-stage cracking plant and Chlor-Alkali plant.

In addition to directly supplying customer demand, our Mountain Pass facility provides rare earths feedstock for our value-adding processing plants in Sillamäe, Estonia; Zibo, China; Jiangyin, China; and Tolleson, Arizona. Those facilities produce advanced materials that are custom engineered for a variety of global rare earths markets. We expect our Mountain Pass facility to provide increased volumes of rare earths feedstock for the planned production of our Molycorp Silmet and Zibo facilities for the remainder of 2014 .

NdPr produced at our Mountain Pass facility is sold directly to magnetic material customers, IMJ, MMA and our downstream operations under the Molycorp Magnequench brand at our wholly-owned manufacturing facilities in Tianjin, China and Korat, Thailand.


36

Factors Affecting our Results of Operations and Discussion of our Consolidated Results of Operations (See discussion by segment in the next section of this MD&A)
Revenues
The quantities we sell are affected by the production capabilities of our rare earth products and rare metals processing facilities, and by a combination of global and regional supply and demand factors, including the production level of certain industries relying on rare earth products, such as the automotive, chemicals and electronics industries, China REE export quotas, production quotas, duties and regulations, prices of REEs, and the demand and sophistication of downstream applications with rare earths content. Sales of our rare earths, salts of REEs, zirconium-based engineered materials and mixed rare earth/zirconium oxide products from our Chemicals and Oxides segment are particularly affected by the typical manufacturing slow-down across Asia during the Chinese New Year and Spring Festival holidays in the first quarter of each year. First quarter sales in the Magnetic Materials and Alloys segment can be weaker than the following periods due to the fact that the first quarter of each year coincides with the end of the fiscal year for most Japanese companies in the supply chain predominantly served by that segment. The effort by these companies to draw down inventory levels near to their year-end closing typically results into lower shipments of products from the Magnetic Materials and Alloys segment. Sales of our rare earths, including LREC and heavy rare earth concentrates from our Resources segment, are affected by a combination of the factors described above. Additionally, in certain of our segments, particularly the Magnetic Materials and Alloys, prices are set at a one-quarter lag, so improvements in our results will lag any market improvements.
Our consolidated revenues for the three and six months ended June 30, 2014 were approximately $116.9 million and $235.4 million , respectively, a decline of approximately 14% and 16.4% , respectively, from each of the comparable periods in 2013 .
The decrease in consolidated revenues from the second quarter of 2013 to the second quarter of 2014 was mostly driven by lower realized prices in our Magnetic Materials and Alloys segment, where net revenues declined about 20% , and lower realized prices in our Rare Metals segment with a 34% period-over-period net revenues decline. Net sales in these two segments were fairly consistent in both interim periods relative to consolidated revenues, with Magnetic Materials and Alloys at an average of 47% and Rare Metals at an average of 16% . Net revenues in our Resources segment, which represented 2% of consolidated revenues in the second quarter of 2014, decreased by approximately 79% . However, from the second quarter of 2013 to the second quarter of 2014 , our Resources segment increased sales to our downstream processing facilities by approximately 16% . Lower revenues from our Magnetic Materials and Alloys and Rare Metals segments were partially offset by a 31% increase in net revenues from our Chemicals and Oxides segment for the three months ended June 30, 2014 , as compared to the three months ended June 30, 2013 . This last segment represented 39% and 26% of consolidated revenues in the second quarter of 2014 and 2013, respectively.
The decrease in consolidated revenues during the first six months of 2014 , as compared to the first half of 2013, was largely attributable to the same factors affecting the quarter-over-quarter changes described above. Net revenues in our Magnetic Materials and Alloys and Rare Metals segments were 11% and 28% lower, respectively, than a year ago. Net sales in those two segments were an average of 44% and 17% , respectively, of consolidated revenues. Net revenues in our Resources segment, which represented 2% of consolidated revenues in the first half of 2014 , decreased by approximately 79% . However, from the first half of 2013 to the first half of 2014 , our Resources segment increased sales to our downstream processing facilities by approximately 117% . Net revenues in our Chemicals and Oxides segment increased 2% for the six months ended June 30, 2014 , as compared to the six months ended June 30, 2013 , and represented 36% and 30% of consolidated revenues in those periods, respectively.
Costs of sales
Our costs of sales comprise processing costs, including depreciation and amortization of productive assets, and costs of certain raw materials that we purchase from outside vendors, which we allocate to the products we produce at our operating facilities. Because many of our costs are fixed, as our production increases or decreases, our average cost per volume produced decreases or increases, respectively. Primary production costs across our reportable segments include direct labor and benefits, chemical reagents, natural gas, depreciation and amortization, electricity, maintenance, operating supplies and other plant overhead expenses. Our costs of sales may also reflect the write-down of inventory based on current market prices for our products, which could materially affect our consolidated net results of operations.
Our most significant variable costs across all segments are raw materials, chemical reagents, electricity and natural gas. Our CHP plant at the Mountain Pass facility feeds lower-cost, high efficiency electrical power and steam to plants and buildings across the facility. Our variable costs, such as electricity, natural gas, operating supplies and chemical reagents, are subject to volume fluctuations and are influenced by general economic conditions that are beyond our control.

37

During the three and six months ended June 30, 2014 , our consolidated costs of sales, excluding depreciation and amortization, decreased approximately $22.3 million , or 16.4% , and $32.4 million , or 11.9% , respectively, as compared to the same periods in 2013 . These favorable variances were primarily attributed to lower production costs in our Chemicals and Oxides segment. Costs of sales in our Rare Metals segment were also lower than a year ago because of lower sales and the disposal of our rhenium-recycling facility in Napanee, Ontario at the end of 2013.
Consolidated depreciation and amortization expenses related to production were $20.1 million and $36.2 million for the three and six months ended June 30, 2014 , respectively, as compared to $18.4 million and $32.6 million in the corresponding periods of 2013 , respectively. Higher depreciation and amortization expenses in 2014 were mostly related to productive assets that we placed into service at our Mountain Pass facility over the last twelve months.
Selling, general and administrative expenses
Our selling, general and administrative expenses consist primarily of personnel and related costs, including stock-based compensation, legal, accounting and other professional fees, occupancy costs and information technology costs. For the three and six months ended June 30, 2014 , our consolidated selling, general and administrative expenses, including stock-based compensation, decreased $5.6 million , or 21.6% , and $14.2 million , or 27.0% , respectively, from the comparable periods in 2013 . Early in 2013, we reduced a portion of our workforce, primarily within the corporate function, and recognized employee severance and benefit costs of $2.1 million. Those benefits were fully paid by the end of March 2014. That reduction in workforce, in combination with other cost saving initiatives, drove this favorable variance in our consolidated selling, general and administrative expenses period-over-period.
Research and development
We incur expenses to improve the efficiency of our REO processing operations, develop new applications for individual REEs, research value-added rare metals applications and perform exploratory drilling. These expenses consist primarily of salaries, outside labor, material and equipment. Consolidated research and development expenses for the three and six months ended June 30, 2014 decreased $2.0 million , or 31.1% , and $5.7 million , or 43.9% , respectively, from the comparable periods in 2013 . We continue to dedicate resources to research and develop new applications for our products, and to provide technical solutions to our customers that allow a more efficient and profitable use of our products.
Interest expenses, net of capitalized interest
Since the construction of Mountain Pass was substantially complete at the beginning of 2014 , there are no longer assets that qualify for interest capitalization. Approximately 58% of the aggregate interest cost on our long-term debt was capitalized, on average, during the three and six months ended June 30, 2013 , thus explaining the large increase in interest expense, net of capitalized interest, from the corresponding prior-year periods.
Income taxes

We account for income taxes in accordance with ASC 740, Income Taxes. This guidance requires the recognition of deferred tax assets and liabilities for the tax effect of temporary differences between the financial statement and tax basis of recorded assets and liabilities at enacted statutory tax rates. This guidance also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The recoverability of deferred tax assets is based on both our historical and anticipated earnings levels and is reviewed each reporting period to determine if any additional valuation allowance is necessary when it is more likely than not that amounts will not be recovered.
We review our deferred tax assets and liabilities each reporting period using the enacted tax rate expected to apply to taxable income for the period in which the deferred tax asset or liability is expected to be realized. The statutory income tax rates that are applied to our current and deferred income tax calculations are significantly impacted by the jurisdictions in which we conduct business. Changes in jurisdiction income tax rates and apportionment laws will result in changes in the calculation of our current and deferred income taxes. The effects of any changes are recorded in the period of enactment and can increase or decrease the net deferred tax assets and liabilities on the balance sheet.
Our effective income tax rate can vary significantly quarter-to-quarter for various reasons, including the mix and volume of business in lower tax jurisdictions, in jurisdictions with tax holidays and tax incentives, and in jurisdictions for which no deferred tax assets have been recognized because management believed it was not more likely than not that future taxable profit would be available against which tax losses and deductible temporary differences could be utilized. Our effective income tax

38

rate can also vary due to the impact of foreign exchange fluctuations, operating losses, changes in our provisions related to tax uncertainties, and changes in our assertion relating to indefinitely reinvesting undistributed earnings of certain foreign subsidiaries.
For the three and six months ended June 30, 2014 , our effective tax rates were 8.3% and 5.3% , respectively, as compared to 5.0% and 20.2% for the three and six months ended June 30, 2013 , respectively. The June 30, 2014 effective tax rates were impacted primarily by the valuation allowance required in the United States. In addition, a $9.6 million discrete income tax benefit has been recognized during the second quarter of 2014 in the United States to offset the increase in deferred tax liabilities from an out-of-period adjustment related to the revised fair value of our share-lending arrangements described in Note 8 to the condensed consolidated financial statements included within Item 1 of this Report.   
OIBDA and Adjusted OIBDA

We define OIBDA as operating income before depreciation, amortization and accretion. Adjusted OIBDA consists of OIBDA excluding certain non-cash items and other out-of-ordinary business expense and operational expansion items. OIBDA and adjusted OIBDA are both non-GAAP financial measures. We believe that adjusting out these items from OIBDA, including but not limited to purchase accounting adjustments, stock-based compensation, out-of-ordinary expenses/income, asset impairment charges and other miscellaneous charges, is useful to investors because it provides an overall understanding of our historical financial performance and future prospects. We believe that each of OIBDA and adjusted OIBDA is an indication of our base-line performance. Exclusion of these items permits evaluation and comparison of results for our core business operations, and it is on this basis that we internally assess our business' performance.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Operating loss
$
(48,735
)
 
$
(58,879
)
 
$
(99,753
)
 
$
(104,349
)
Add back:
 
 
 
 
 
 
 
Depreciation and amortization included in costs of sales
20,079

 
18,424

 
36,226

 
32,596

Depreciation, amortization and accretion
7,257

 
8,278

 
14,459

 
16,488

OIBDA
(21,399
)
 
(32,177
)
 
(49,068
)
 
(55,265
)
Add back:
 
 
 
 
 
 
 
Stock-based compensation
1,466

 
1,037

 
2,288

 
794

Inventory write-downs (Mountain Pass)
16,593

 
14,330

 
32,286

 
33,535

Impact of purchase accounting on cost of inventory sold
142

 
1,002

 
719

 
3,499

Water removal
1,239

 
4,964

 
9,341

 
8,698

Adjusted OIBDA
$
(1,959
)
 
$
(10,844
)
 
$
(4,434
)
 
$
(8,739
)

Capital Expenditures
    
We capitalized expenditures of $17.2 million and $29.4 million for the three and six months ended June 30, 2014 , respectively, and $77.4 million and $198.2 million for the three and six months ended June 30, 2013 , respectively. The substantial decline in these expenditures in 2014 over the prior periods is associated with the completion of all major production systems at our Mountain Pass facility. 
Environmental Expenditures
Our operations are subject to numerous and detailed environmental laws, regulations and permits, including those pertaining to employee health and safety, environmental permitting and licensing, air quality standards, greenhouse gas, or GHG, emissions, water usage and pollution control, waste management, plant and wildlife protection, handling and disposal of radioactive materials, remediation of soil and groundwater contamination, land use, reclamation and restoration of properties, the discharge of materials into the environment and groundwater quality and availability.
We have spent, and anticipate that we will continue to incur, financial and managerial resources to comply with environmental requirements. At our Mountain Pass facility, we incurred approximately $3.6 million and $14.1 million for the three and six months ended June 30, 2014 , respectively, for ongoing operating environmental expenditures, including salaries,

39

monitoring, compliance, reporting and permits. This compares to $5.3 million and $10.5 million for the three and six months ended June 30, 2013 , respectively. Included in the amounts above are costs for the removal and disposal of wastewater generated in excess of the existing evaporation capability of all ponds at our Mountain Pass facility.
The increase from the first half of 2013 to the first half of 2014 was due, in part, to larger production of rare earths at our Mountain Pass facility, and in part to the fact that we had additional disposal capacity in two evaporation ponds in the first quarter of 2013 in that facility. Those two evaporation ponds were emptied in order to replace the primary lining system in 2012. The maximum disposal capacity of our evaporation ponds has been historically reached during the coldest months at Mountain Pass in the first and fourth quarter of every year. In addition, our Chlor-Alkali plant was turned over to operations at the end of February 2014. For the remainder of 2014 , we expect to incur approximately $3.6 million for ongoing operating environmental expenditures, including $2.5 million for wastewater transportation and disposal costs.
Although we have incurred only nominal environmental expenditures at some of our other operating facilities during the three and six months ended June 30, 2014 and 2013 , we may have to incur environmental capital and operating costs associated with future possible modernization and expansion plans at those facilities.
Costs we incur for mine reclamation activities at our Mountain Pass facility, which we expect to incur through the closure of our mining operations and thereafter, are recorded in the asset retirement obligation caption of our condensed consolidated balance sheets.
Related-Party Transactions - Refer to Item 1, Note 13 of this Report.

40

Discussion and Analysis of our Reportable Segments
The following analysis presents operating results on a gross basis (i.e., before inter-segment eliminations). We believe this presentation provides a better understanding of the performance of each reportable segment in terms of contribution to our vertically integrated operations.
    
Three and six months ended June 30, 2014 compared to three and six months ended June 30, 2013
Resources
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2014
 
2013
 
Variance
 
2014
 
2013
 
Variance
 
(In thousands, except volume and ASP)
Gross revenues
$
10,037

 
$
17,587

 
$
(7,550
)
 
(43
)%
 
$
25,601

 
$
34,890

 
$
(9,289
)
 
(27
)%
Sales volume (mt)
974

 
1,049

 
(75
)
 
(7
)%
 
1,962

 
1,812

 
150

 
8
 %
ASP per kilogram
$
10.30

 
$
16.77

 
$
(6.47
)
 
(39
)%
 
$
13.05

 
$
19.25

 
$
(6.20
)
 
(32
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation, amortization and accretion (a)
$
17,009

 
$
11,629

 
$
5,380

 

 
$
30,101

 
$
20,682

 
$
9,419

 
 
Operating loss
(47,307
)
 
(40,404
)
 
(6,903
)
 

 
(96,843
)
 
(80,529
)
 
(16,314
)
 
 
OIBDA (b)
$
(30,298
)
 
$
(28,775
)
 
$
(1,523
)
 

 
$
(66,742
)
 
$
(59,847
)
 
$
(6,895
)
 
 
(a) Related to production and other operating expense.
 
 
 
 
 
 
 
 
 
 
(b) See definition in the previous page.
 
 
 
 
 
 
 
 
 
 
For the three months ended June 30, 2014 , revenues at our Resources segment were $10.0 million , or 43% lower as compared to the second quarter of 2013 . This was the result of a decrease in realized prices of approximately 39% combined with a 7% sales volume reduction quarter-over-quarter. Even though sales volume increased 8% during the six months ended June 30, 2014 , revenues of $25.6 million from the Resources segment were 27% lower than the first half of 2013 due to an ASP erosion of approximately 32% .
Aggregate production volume at our Resources segment was 1,639 mt and 2,750 mt for the three and six months ended June 30, 2014 , respectively, as compared to 756 mt and 1,374 mt for the three and six months ended June 30, 2013 , respectively. Production at our Resources segment in the second quarter of 2014 was lower than anticipated, as we continue to experience delays in our efforts to optimize operations at our Mountain Pass facility. We anticipate that the facility will be able to operate at design capacity once our optimization efforts are complete. Once our optimization efforts are complete, actual production of REO (including LREC) will depend on internal requirements for our Chemical and Oxides segment, our Magnetic Materials and Alloys segment, and external customer demand.
Higher sales volumes for the six months ended June 30, 2014 were largely driven by increased shipments of LREC to our downstream facilities for processing into value-added rare earth products. A year-over-year shift in product mix from NdPr to LREC, which is priced lower than NdPr, contributed, in part, to the ASP decline in this segment during the three and six months ended June 30, 2014 . Additionally, from the second quarter of 2013 to the second quarter of 2014 , prices for lanthanum oxide 99% and cerium oxide 99% have decreased, on average and based on China export prices quoted by major REEs market sources, by approximately 30% and 32%, respectively, whereas prices for NdPr oxide 99% have increased, on the same basis, by approximately 25%. From the six months ended June 30, 2013 to the six months ended June 30, 2014 , prices for lanthanum oxide 99% and cerium oxide 99% have decreased, on average and based on China export prices quoted by major REEs market sources, by approximately 38% and 40%, respectively, whereas prices for NdPr oxide 99% have increased, on the same basis, by approximately 21%. Although pricing for most of the light rare earth products have been less volatile over the last few quarters, unregulated and unreported mining and export of rare earth materials from China continue to unfavorably impact realized prices in our industry.
Lower than anticipated production volumes, combined with increased purchases from third party suppliers of the primary chemical reagents while we continued to optimize our Chlor-Alkali plant, led to the expensing of $16.8 million and $39.8 million of production-related costs during the three and six months ended June 30, 2014 , respectively. These costs would have been charged to inventory if we maintained normal production and consumption levels in those periods. This compares to expensing of abnormal production-related costs of $23.9 million and $44.1 million for the three and six months ended June 30, 2013 , respectively.

41

Resources' operating income for the three and six months ended June 30, 2014 was unfavorably affected by the write-down of finished goods and work-in-process inventory to net realizable value totaling $16.5 million and $30.9 million , respectively, as compared to $9.9 million and $26.7 million for the corresponding periods in 2013, respectively. In addition, we recognized write-downs of stockpile inventory totaling $0.1 million and $1.3 million for the three and six months ended June 30, 2014 , as compared to $4.5 million and $6.9 million the three and six months ended June 30, 2013 , respectively. Write-downs of inventory to net realizable value were associated with the decline in rare earths prices and lower than anticipated inventory turnover. Write-downs of rare earths stockpiles at our Resources segment are associated with adjustments to the estimated REO content in the stockpile based on assays of rare earths processed.

Higher production combined with lower revenues and higher write-downs of finished goods and work-in-process inventory, led to the unfavorable variance in OIBDA at Mountain Pass for the three and six months ended June 30, 2014 , as compared to the same prior-year periods.
Chemicals and Oxides
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2014
 
2013
 
Variance
 
2014
 
2013
 
Variance
 
(In thousands, except volume and ASP)
Gross revenues
$
48,632

 
$
41,481

 
$
7,151

 
17
 %
 
$
95,188

 
$
105,691

 
$
(10,503
)
 
(10
)%
Sales volume (mt)
1,582

 
1,266

 
316

 
25
 %
 
3,508

 
3,132

 
376

 
12
 %
ASP per kilogram
$
30.74

 
$
32.76

 
$
(2.02
)
 
(6
)%
 
$
27.14

 
$
33.74

 
$
(6.60
)
 
(20
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization (a)
$
3,908

 
$
5,589

 
$
(1,681
)
 
 
 
$
7,781

 
$
11,127

 
$
(3,346
)
 
 
Operating income (loss)
928

 
(15,174
)
 
16,102

 
 
 
355

 
(18,480
)
 
18,835

 
 
OIBDA
$
4,836

 
$
(9,585
)
 
$
14,421

 
 
 
$
8,136

 
$
(7,353
)
 
$
15,489

 
 
(a) Related to production and other operating expense.
 
 
 
 
 
 
 
 
 
 
Second quarter 2014 revenues at our Chemicals and Oxides segment were $48.6 million , or 17% higher than revenues generated in the second quarter of 2013 . For the six months ended June 30, 2014 , revenues in this segment were $95.2 million , or 10% lower than the corresponding prior-year period. The variance from the prior-year second quarter was primarily attributed to a 25% increase in sales volume. On a year-to-date basis as of June 30, 2014 , the ASP decline of approximately 20% from the comparable period in 2013 , was partially offset by a sales volume increase of 12% .
During the three and six months ended June 30, 2014 , our Chemicals and Oxides segment continued to increase shipments of magnetic products to third parties, as compared to the corresponding prior-year periods. Better sales of magnetic and rare earth engineered materials allows our Chemicals and Oxides segment to mitigate the unfavorable impact to the ASP caused by softer market demand for phosphors and multi-layer ceramic capacitors, which are some of the end user markets to which this segment typically sells heavy rare earth products. As described above, prices for lanthanum and cerium continued to decline year-over-year. Lower sales of heavy rare earth products over a year ago also contributed to the ASP decline in this segment despite increased sales volumes.
Operating results for the three and six months ended June 30, 2014 in this segment were unfavorably affected by the write-down of finished goods and work-in-process inventory to net realizable value of $1.7 million and $2.4 million , respectively, as compared to $9.0 million and $11.7 million for the corresponding prior-year periods, respectively.
The OIBDA improvements in this segment of $14.4 million and $15.5 million for the three and six months ended June 30, 2014 , respectively, relate primarily to higher revenues in the second quarter of 2014, and lower write-downs of inventory and reduced selling, general and administrative expenses for the quarter and year-to-date periods ended June 30, 2014 . The write-off our export quotas at the Chemicals and Oxides segment in the fourth quarter of 2013 led to the decline in depreciation and amortization.

42

Magnetic Materials and Alloys
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2014
 
2013
 
Variance
 
2014
 
2013
 
Variance
 
(In thousands, except volume and ASP)
Gross revenues
$
54,360

 
$
66,114

 
$
(11,754
)
 
(18
)%
 
$
110,298

 
$
120,792

 
$
(10,494
)
 
(9
)%
Sales volume (mt)
1,383

 
1,485

 
(102
)
 
(7
)%
 
2,757

 
2,748

 
9

 
—
 %
ASP per kilogram
$
39.31

 
$
44.52

 
$
(5.21
)
 
(12
)%
 
$
40.01

 
$
43.96

 
$
(3.95
)
 
(9
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization (a)
$
4,261

 
$
7,422

 
$
(3,161
)
 
 
 
$
8,498

 
$
12,901

 
$
(4,403
)
 
 
Operating income
7,551

 
10,638

 
(3,087
)
 
 
 
16,991

 
17,401

 
(410
)
 
 
OIBDA
$
11,812

 
$
18,060

 
$
(6,248
)
 
 
 
$
25,489

 
$
30,302

 
$
(4,813
)
 
 
(a) Related to production and other operating expense.
 
 
 
 
 
 
 
 
 
 
For the three months ended June 30, 2014 , revenues of $54.4 million at our Magnetic Materials and Alloys segment were 18% lower than revenues generated in the second quarter of 2013 , mainly driven by an ASP decline of approximately 12% . For the six months ended June 30, 2014 , revenues in this segment were $110.3 million , or 9% lower than the first half of 2013 because of a reduction in realized prices of approximately 9% .
A portion of the revenues decline in the second quarter of 2014 related to lower revenues from our MMA, Tolleson facility, which represented approximately 3% of this segment's revenues in the quarter. Sales of Neo Powders™ from our Magnequench division declined approximately 8% during the three months ended June 30, 2014 from the same quarter a year ago. This decline was primarily caused by weaker sales in our traditional hard drive and related markets, as many companies in the supply chains reduced inventory levels during the quarter. Shipments for automotive markets, however, were higher compared to last year, and this in part helped to offset the impact of inventory reductions in the above-mentioned markets.
The ASP decline in this segment, both on a quarter-over-quarter and year to-date basis as of June 30, 2014, was attributed to lower revenues from our MMA, Tolleson facility, changes in Neo Powders™ product mix and lower rare earths prices. For example, prices for Nd oxide, a key element for the manufacturing of Neo Powders™, were about 6% lower in the first quarter of 2014, as compared to the first quarter of 2013 (prices for rare earth feedstock materials used to produce magnetic powders are set at a one-quarter lag).
    The combination of factors described above and the lower depreciation offset from the expiration of one of our key patents related to the production of Neo Powders™, caused the OIBDA in our Magnetic Materials and Alloys segment to decline $6.2 million and $4.8 million during the three and six months ended June 30, 2014 , respectively, as compared to the corresponding prior-year periods. Despite the expiration of a key Neo Powders™ patent, our ability to consistently deliver high quality products at scale, globally allows us to remain confident that demand for our Neo Powders™ will continue in the foreseeable future.
Rare Metals
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2014
 
2013
 
Variance
 
2014
 
2013
 
Variance
 
(In thousands, except volume and ASP)
Gross revenues
$
15,944

 
$
24,287

 
$
(8,343
)
 
(34
)%
 
$
36,368

 
$
50,750

 
$
(14,382
)
 
(28
)%
Sales volume (mt)
79

 
92

 
(13
)
 
(14
)%
 
180

 
173

 
7

 
4
 %
ASP per kilogram
$
201.81

 
$
264.00

 
$
(62.19
)
 
(24
)%
 
$
201.70

 
$
293.35

 
$
(91.65
)
 
(31
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization (a)
$
2,101

 
$
2,005

 
$
96

 
 
 
$
4,194

 
$
4,258

 
$
(64
)
 
 
Operating (loss) income
(1,361
)
 
(2,700
)
 
1,339

 
 
 
(3,523
)
 
601

 
(4,124
)
 
 
OIBDA
$
740

 
$
(695
)
 
$
1,435

 
 
 
$
671

 
$
4,859

 
$
(4,188
)
 
 
(a) Related to production and other operating expense.
 
 
 
 
 
 
 
 
 
 
Revenues from our Rare Metals segment during second quarter of 2014 were $15.9 million , or 34% lower as compared to the second quarter of 2013 . This decline was associated with an unfavorable ASP variance of approximately 24% , and a 14% lower sales volume. For the six months ended June 30, 2014 , our Rare Metals segment generated $36.4 million on a sales

43

volume increase of 4% , offset by an ASP decline of approximately 31% , which caused revenues in this segment to be 28% lower than a year ago.
Sales of tantalum were about 50% lower in the second quarter of 2014, as compared to the same period last year, whereas niobium sales were up approximately 30% quarter-over-quarter. The volume increase from the first half of 2013 to the first half of 2014 was attributed mainly to better sales of niobium. For the three months ended June 30, 2014 , tantalum prices have decreased approximately 16% relative to the second quarter of last year, whereas niobium prices declined about 6% over the same comparative periods. Because tantalum prices have typically been three to four times higher than niobium prices, the change from a year ago in the product mix sold at our Rare Metals segment led to the unfavorable ASP and revenues variances described above.
For the six months ended June 30, 2014 and June 30, 2013, due to the declining pricing environment, the Rare Metals segment wrote down inventory to net realizable value in the amount of $1.8 million and $2.1 million, respectively.
The unfavorable OIBDA change in this segment, both on a quarter-to-date and year-to-date basis, was driven by the change in our product mix and declining rare metals prices.     
Liquidity and Capital Requirements
We expect to use our cash balances of $156.4 million as of June 30, 2014 , as well as cash generated from operations in certain business units and available and planned financing to fund our capital expenditures, debt service and other cash requirements. Capital expenditures for our Mountain Pass facility are expected to total approximately $30.0 million for the remainder of 2014 , including remaining payments for certain capital expenditures incurred as of June 30, 2014 , and $30.0 million in 2015. Additionally, we expect to spend approximately $10.0 million for the remainder of 2014 and $30 million in 2015 on maintenance and expansion capital expenditures across all other business units.
In August 2014, we and certain of our subsidiaries entered into a commitment letter with Oaktree Capital Management, L.P. (collectively with certain of its affiliates and funds under its management, "Oaktree") pursuant to which Oaktree agreed to provide to us and certain of our subsidiaries up to $400 million in secured financing through credit facilities and the sale and leaseback of certain equipment at our Mountain Pass facility, which is expected to provide additional funding for corporate, operating and capital expenditures. This proposed financing is subject to various conditions precedent. For more information, see Note 17 to the condensed consolidated financial statements included within Item 1 of this Report.
The amount of our cash requirements continues to be dependent on (i) the accuracy of our cost estimates for capital expenditures, (ii) our ability to ramp-up run rates at our Mountain Pass facility pursuant to our expectations without further delays, and to achieve lower cash costs of production as a result of further optimization of operations at our Mountain Pass facility, (iii) stable or improved market conditions, (iv) our ability to sell our production of rare earths to external customers and our downstream facilities (including our ability to sell our cerium through market acceptance of SorbX ® or otherwise), (v) our ability to repatriate cash generated from our global operations, and (vi) the absence of payments on current and future contingent liabilities. If these assumptions prove inaccurate, our estimates could prove incorrect and we may need additional financing.
As part of our cash management procedures, we continue to evaluate opportunities to reduce costs. Also, we have utilized and will continue to utilize lease financing for certain heavy mobile equipment and vehicles.
Cash Used in Operating Activities
Net cash used in operating activities was $118.2 million during the six months ended June 30, 2014 , as compared to $74.0 million in the corresponding prior-year period. This change was primarily driven by lower realized prices across all of our operating segments, combined with higher costs of sales and operating expenses primarily incurred during the production ramp-up at and optimization of our Mountain Pass facility. In addition, in February 2014, we made the second semiannual interest payment on the 5.50% convertible notes we issued in the first quarter of 2013 . The first interest payment on these notes was made in August 2013.
Cash Used in Investing Activities
For the six months ended June 30, 2014 , net cash used in investing activities was $32.1 million , as compared to $268.4 million in the first half of 2013 . This decrease was primarily attributable to a slow-down in capital expenditures at the Mountain Pass facility where all key production components were mechanically complete by the end of 2013.

44

Cash from Financing Activities
Net cash used in financing activities during the six months ended June 30, 2014 was $6.9 million , which related primarily to the final dividends we paid on the Convertible Preferred Stock and repayments of certain term loans. During the first half of 2013 , net cash provided by financing activities totaled $378.5 million , which consisted primarily of $413.8 million, net of underwriting discount commissions and transaction costs, raised through the issuance of our 5.50% convertible notes and the issuance of 43,125,000 shares of our common stock, offset by the repayment of certain bank loans for $27.2 million, the payment of preferred stock dividends for $5.7 million, and other dividends we paid to one of our noncontrolling interests for $1.9 million.
Cash and Cash Equivalents by Country
 
(In thousands)
China (including Hong Kong)
 
$
46,613

Barbados
 
8,282

Canada
 
15,920

Estonia
 
5,678

Japan
 
11,470

Germany
 
4,418

United Kingdom
 
2,835

Thailand
 
2,332

Other
 
2,206

Total cash and cash equivalents in foreign countries
 
99,754

 
 
 
United States
 
56,618

Total cash and cash equivalents
 
$
156,372

Approximately 31% of the total cash and cash equivalents held by our foreign operating subsidiaries relate to undistributed earnings that are considered indefinitely reinvested in these foreign subsidiaries. If such earnings were repatriated, additional tax expense may result. The calculation of such additional taxes is not practicable.
In addition to cash and cash equivalents, the primary sources of liquidity of our domestic and foreign subsidiaries are cash provided by operations and, in the case of our activities in China, Japan and Estonia, borrowing under certain bank loans. From time to time, the sources of liquidity for our operating subsidiaries may be supplemented by intercompany loans in the form of interest bearing unsecured promissory notes. At June 30, 2014 , Magnequench International Inc. (Magnetic Materials and Alloys segment) had a net receivable balance of $43.8 million from Molycorp Minerals, LLC (Resources segment) and $13.5 million from Molycorp, Inc. (Corporate); Molycorp Minerals, LLC had a net receivable balance from Molycorp Silmet (Chemicals and Oxides segment) of $18.5 million (all amounts including accrued interest). Our operating subsidiaries' liquidity generally is used to fund their working capital requirements, investments, capital expenditures and third-party debt service requirements.

45

Contractual Obligations
At June 30, 2014 , we had the following contractual obligations:
 
Payments Due by Period

Total
 
Less Than
1 Year
 
1 - 3 Years
 
4 - 5 Years
 
More Than
5 Years
 
(In thousands)
Operating lease obligations (1)
$
6,491

 
$
2,400

 
$
2,621

 
$
602

 
$
868

Purchase obligations and other commitments (2)
142,252

 
142,252

 
—

 
—

 
—

Employee obligations (3)
2,071

 
2,071

 
—

 
—

 
—

Asset retirement obligations (4)
33,340

 
257

 
3,672

 
4,184

 
25,227

Long-term debt
1,482,014

 
10,648

 
648,866

 
822,500

 
—

Fixed interest on long-term debt
535,326

 
107,038

 
293,540

 
134,748

 
—

Capital lease obligations
48,667

 
7,667

 
20,670

 
10,165

 
10,165

Total
$
2,250,161

 
$
272,333

 
$
969,369

 
$
972,199

 
$
36,260

(1)
Represents all operating lease payments for office space, land and office equipment.
(2)
Represents contractual commitments for the purchase of materials and services from vendors.
(3)
Represents primarily payments due to employees for awards under our annual incentive plan.
(4)
Under applicable environmental laws and regulations, we are subject to reclamation and remediation obligations resulting from our operations. The amounts presented above represent our estimated future undiscounted cash flows required to satisfy the obligations currently known to us. The discount rates we used to recognize these obligations in the balance sheets range from 5.12% to 10%, depending on the timing of when these obligations arose or were updated.
Off-Balance Sheet Arrangements
As of June 30, 2014 , our only off-balance sheet arrangements are the operating leases and purchase obligations included in the contractual obligations table above.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:
 
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

The new guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer. An entity will be required to disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. For calendar-year public entities, the new guidance is effective starting in 2017, and interim periods within that year. Early adoption is not permitted. An entity should apply the amendments in this update using one of the following two methods:

1.
Retrospectively to each prior reporting period presented.
2.
Retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. If an entity elects this transition method it also should provide the additional disclosures in reporting periods that include the date of initial application of:

46

i.
The amount by which each financial statement line item is affected in the current reporting period by the application of this update as compared to the guidance that was in effect before the change.
ii.
An explanation of the reasons for significant changes.

We are in the process of evaluating which of the two methods we will apply to adopt the amendments, and whether this new guidance will have a material impact on our financial statements and related disclosures.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments included in this update change the requirements for reporting discontinued operations and require new disclosures about disposals of both discontinued operations and certain other disposals that do not meet the new definition. The amendments also allow an entity to present a discontinued operation even when it has continuing cash flows and significant continuing involvement with the disposed component. Under the revised standard, a discontinued operation is defined as (i) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (ii) an acquired business or nonprofit activity (the entity to be sold) that is classified as held for sale on the date of the acquisition. A strategic shift could include the disposal of a major line of business, a major geographical area, a major equity method investment or other major parts of an entity. For calendar-year public entities, the amendments are effective starting in 2015, including interim periods within that year, and are to be applied on a prospective basis. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The adoption of this updated guidance is not expected to have a material impact on our financial statements and related disclosures.


47

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our operations may be impacted by commodity prices, geographic concentration, changes in interest rates and foreign currency exchange rates.

Commodity Price Risk

A portion of our current business is conducted in the spot market; therefore, prices can vary with the transaction and individual bids received. Our products are primarily marketed to manufacturers as component materials. Prices will vary based on the demand for the end products being produced with the mineral resources we mine and process.

Our sales and profitability are determined principally by the price of the rare earth products, rare metals and magnet alloys that we produce and, to a lesser extent, by the price of natural gas and other supplies used in the production process. The prices of our rare earth products are influenced by the price and demand of the end products that our products support, including automotive, electronics and clean energy technologies. A significant decrease in the global demand for these products may have a material adverse effect on our business. We currently have no significant hedging contracts for revenues and costs in place and intend to consider hedging strategies in the future.

Our costs and capital investments are subject to market movements in other commodities such as natural gas and chemicals. We may enter into derivative contracts for a portion of the expected usage of these products, but we do not currently have any derivative contracts on these commodities and we do not currently anticipate entering into derivative agreements on commodities.

Interest Rate Risk

Our exposure to the interest rate risk on our total variable interest debt, which totaled $13.3 million at June 30, 2014 , would not be significantly impacted by variations in interest rates at this time. Our exposure to interest rate risk would increase if, for example, we obtain and utilize additional debt facilities in the future.

Foreign Currency Risk

We are exposed to fluctuations of the U.S. dollar (our reporting currency) against the functional currencies of our foreign subsidiaries, including the euro, the Canadian dollar, the Chinese Renminbi and the Japanese Yen, when we translate our foreign subsidiaries' financial statements into U.S. dollars for inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar against those foreign currencies results in unrealized foreign currency translation losses (gains) with respect to assets acquired in, liabilities assumed from, intercompany balances with and results of operations from our foreign subsidiaries. Therefore, we may experience a negative impact on our comprehensive income (loss) and stockholders' equity with respect to our holdings in those subsidiaries as a result of foreign currency translation. We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our foreign subsidiaries into U.S. dollars.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures
In accordance with Rule 13a-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Report. Based on its evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2014 , because of material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses stemmed from the fact that the Company did not maintain a sufficient complement of resources with an appropriate level of accounting knowledge, experience and training commensurate with its financial reporting requirements. The material weaknesses are fully described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 3, 2014. Although the material weaknesses are still under remediation as of June 30, 2014 , our management has concluded that our consolidated

48

financial statements for the periods covered by and included in this Report are fairly stated, in all material respects, in accordance with GAAP for each of the periods presented herein.
Changes in internal control over financial reporting
As of June 30, 2014 , we are in the process of completing our remediation efforts related to the material weaknesses. We have not completed testing of the enhanced internal control over financial reporting described below.
During fiscal 2013, and through the second quarter of 2014 , we have implemented the following measures to remediate the material weaknesses in internal controls over financial reporting:
• Supplemented our accounting department with personnel having an appropriate level of accounting knowledge, experience and training commensurate with our financial reporting requirements, and continue to train staff on control procedures that are intended to ensure that all accounting reconciliations and journal entries are appropriately prepared and reviewed;
• We implemented enhanced system-based controls, as well as other compensating controls, over restricted access, automated controls and change management activities within the recently implemented ERP system.
There were no additional changes in our internal control over financial reporting in the second quarter of 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS.
From time to time, we may become subject to various legal and regulatory proceedings relating to our business.
In February 2012, a purported class action lawsuit was filed in the Colorado Federal District Court against us and certain of our current and former executive officers alleging violations of the federal securities laws. The Consolidated Class Action Complaint filed on July 31, 2012 also names most of our Board members and some of our stockholders as defendants, along with other persons and entities. That Complaint alleges 18 claims for relief arising out of alleged: (1) securities fraud in violation of the Securities Exchange Act of 1934, or the Exchange Act, during the proposed class period from February 11, 2011 through November 10, 2011; and (2) materially untrue or misleading statements in registration statements and prospectuses for our public offering of preferred stock in February 2011 and of common stock in June 2011, in violation of the Securities Act of 1933. Our motion to dismiss that Complaint was filed in October 2012 and is pending. We believe that this lawsuit is without merit, and we intend to vigorously defend ourselves against these claims.    
Certain of our shareholders filed a consolidated stockholder derivative lawsuit purportedly on our behalf against us (as nominal defendant) and certain of our current and former directors, executive officers and shareholders in the Delaware Court of Chancery. A Consolidated Amended Stockholder Derivative Complaint was filed in August 2012. Pursuant to an order dated May 15, 2013, the Delaware Chancery Court stayed this derivative lawsuit pending the outcome of the Colorado class action lawsuit. On October 9, 2013, certain plaintiffs, purportedly on our behalf, filed a Motion to Lift the Stay and for Leave to File an Amended Complaint. Pursuant to a letter opinion dated May 12, 2014, the Delaware Chancery Court granted plaintiffs’ motion to file a second consolidated amended derivative complaint. In addition, the Delaware Chancery Court lifted the stay of the action. The plaintiffs filed their Second Consolidated Amended Complaint on May 15, 2014, alleging breaches of fiduciary duty and unjust enrichment, but dropping claims for material misstatements and for trading on material, non-public information. The defendants filed a Motion to Dismiss the Second Consolidated Amended Complaint on July 14, 2014. The plaintiffs’ answer brief is due to be filed on August 29, 2014, with defendants’ reply briefs due on September 26, 2014.
Two additional shareholder derivative lawsuits were filed purportedly on our behalf against us (as nominal defendant) and certain of our current and former directors, executive officers and shareholders, in the Colorado Federal District Court. These lawsuits allege claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on events in 2011 and 2012. The Colorado Federal District Court dismissed these lawsuits. The plaintiffs filed an appeal of that ruling to the U.S. Court of Appeals for the Tenth Circuit, and the Tenth Circuit remanded these cases back to the Colorado Federal District Court. Subsequently, a different shareholder, purportedly on our behalf, filed a new shareholder derivative lawsuit in the Colorado Federal District Court alleging claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment based on events during 2011 through 2013. The Colorado Federal District Court sua sponte consolidated this lawsuit with the remanded lawsuits. The plaintiff in the new derivative lawsuit filed a Motion to Vacate the consolidation order. On July 15, 2014, the Colorado Federal District Court ruled that, based on the Second Consolidated Amended Derivative Complaint filed in Delaware Chancery Court, the issues raised in the Colorado derivative cases were sufficiently distinct from the issues set forth in the Delaware derivative lawsuit, and reversed its original order dismissing the lawsuits. In its order, the Colorado Federal District Court left open the opportunity for the defendants to file a motion to stay the Colorado derivative lawsuits pending the resolution of the Colorado class action lawsuit. The Motion to Vacate the consolidation order remains pending.
In August 2013, two purported class action lawsuits were filed in the U.S. District Court for the Southern District of New York against us and certain of our current and former executive officers, alleging violations of the federal securities laws. A Consolidated Amended Class Action Complaint, filed on May 19, 2014, also names us and certain of our current and former executive officers. The Consolidated Amended Class Action Complaint alleges claims for relief arising out of alleged securities fraud in violation of the Exchange Act, during a purported class period from February 21, 2012 through October 15, 2013. Our Motion to Dismiss the consolidated lawsuit is due to be filed on August 13, 2014. We believe that this lawsuit is without merit, and we intend to vigorously defend ourselves against these claims.
The class action and derivative lawsuits described above have not progressed to a point where a reasonably possible range of losses associated with their ultimate outcome can be estimated at this time. If the final resolution of any such litigation or proceedings is unfavorable, our financial condition, operating results and cash flows could be materially affected.    


50

ITEM 1A.    RISK FACTORS.
There were no material changes to the risk factors disclosed in Item 1A of Part I in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 3, 2014.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.

ITEM 4.  MINE SAFETY DISCLOSURES.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in exhibit 95.1 to this Report.
ITEM 5.    OTHER INFORMATION.
None.
ITEM 6.    EXHIBITS.
See the Exhibit Index at the end of this Report, which is incorporated by reference herein.


51

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
MOLYCORP, INC.
 
 
 
August 6, 2014
By:
/s/ Geoffrey R. Bedford
 
 
Geoffrey R. Bedford
President and Chief Executive Officer
(Principal Executive Officer)
 
 
 
August 6, 2014
By:
/s/ Michael F. Doolan
 
 
Michael F. Doolan
Chief Financial Officer
(Principal Financial Officer)


52

EXHIBIT INDEX
3.1

 
Amended and Restated Certificate of Incorporation of Molycorp, Inc., as amended.
3.2

 
Bylaws of Molycorp, Inc. (incorporated by reference to Exhibit 3.2 to Molycorp, Inc.'s Current Report on Form 8-K (File No. 001-34827) filed with the Securities and Exchange Commission on August 6, 2010).
10.1

 
Employment Agreement, dated June 27, 2014, by and between Molycorp, Inc. and Michael F. Doolan.
10.2

 
Employment Agreement, dated June 27, 2014, by and between Molycorp, Inc. and Kevin W. Johnson.
31.1

 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2

 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1

 
Certification pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1

 
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
101.INS

 
XBRL Instance Document
101.SCH

 
XBRL Taxonomy Extension Schema Document
101.CAL

 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF

 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB

 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE

 
XBRL Taxonomy Extension Presentation Linkbase Document
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