Ryan Corbett
Analyst · JPMorgan
Thanks, Jim. Turning to Slide 6 and our consolidated results for the quarter. On the left of the slide, you can see the impact to revenue from the accelerated transition to separated product sales, with concentrate no longer sold externally. The absence of concentrate revenue in the quarter was mostly offset by the continued ramp in separated product sales, primarily NdPr as well as the ramp of magnetic precursor product sales, which began in Q1 of this year. Adjusted EBITDA was generally unchanged both year-over-year and sequentially. On a sequential basis, the decline in profitable concentrate sales was mostly offset by improving per unit cost of production for NdPr. On a year-over-year basis, the loss of concentrate sales was offset by the ramp in magnetic precursor sales at Independence as well as the per unit cost improvements I just mentioned. Our adjusted diluted EPS generally followed the trend of our adjusted EBITDA results, with further benefits from higher interest income in the quarter primarily from our materially higher cash balance as well as a greater income tax benefit. Moving to Slide 7 and our operational metrics in the Materials segment. Production of REO remained very strong at 13,254 metric tons, albeit down very slightly from our record-setting quarter in Q3 of last year. In the midstream business, as Jim mentioned, production volumes continued to ramp nicely, achieving approximately 50% of our targeted output. Michael will provide more details on the ramp-up shortly, but assuming our debottlenecking continues at the same pace we have seen over the last several quarters, we would expect to hit our targeted throughput towards the end of 2026. We expect our per unit production cost profile to decline in line with this ramp with the impacts on the P&L likely visible approximately 1 quarter in arrears as we work through averaging costs and inventory. Separated product sales volumes followed production closely with nearly 20% sequential growth and 30% year-over-year growth. With much of our separated product sales toll processed into metal across various partners in Southeast Asia, there continues to be a lag between production volume growth and sales as we fill the tolling channel. We expect to continue to scale up metallization to match our growing output with various partners in Southeast Asia and beyond. And with that, we expect to build a bit more inventory at these various facilities. This modest working capital build is a natural function of the growth in our oxide production, which we expect to lap once we are at our targeted output levels. Looking forward, we will begin to recognize intercompany sales from our Materials segment to the Magnetics segment in the fourth quarter, as we continue to produce precursor products for GM and get ready for commercial scale magnet production at year-end. Note that these intercompany sales, along with the related cost of goods sold, will be recorded at the Materials segment but will be eliminated at the corporate consolidated level. The value of that sale and intersegment profit will remain on the balance sheet at the Magnetics segment until it is sold, at which time it will be reflected within Magnetics segment revenue and cost of goods sold. As we ramp magnet production and then sales later in the year, there will be some lag between the intercompany sale and the eventual realization of value on a consolidated basis via a magnet sale. Lastly, on this slide, on the far right, you can see that improved market pricing over the last year flowed through to our realized pricing in the quarter. As a reminder, given the dynamics of the tolling channel I just mentioned, combined with the nature of our sales contracts, some of which use moving averages of market prices, the change in our realized pricing generally lags the trend spot prices seen in the market by a quarter or more. Based on our current view of shipment timing and contract mix, we expect next quarter's realized price, excluding the impact of the PPA, to approximate $61 per kilogram. Moving to Slide 8 and our segment financials. On the left side of the page, you can see the initial impact of eliminating concentrate sales in the quarter on both revenue and adjusted EBITDA. While we had always planned to ramp down sales of concentrate as production and sales of refined products increased, the DoW partnership has accelerated that strategy. While refining operations continue to scale, we expect to collect payments under the PPA for placing concentrate into our strategic stockpile, which I will discuss more in a moment. Moving to the Magnetics segment. The primary driver is the ramp-up of production and sales of magnet precursor products, which began in Q1 of this year, positively impacting both revenue and adjusted EBITDA. Before I discuss a handful of housekeeping items for you, I wanted to wrap up with an important reminder on Slide 9. This was the slide we pulled together post our DoW announcement, giving an illustrative example of the minimum annual EBITDA we expect to generate as we execute on our growth plan. Importantly, and I can't stress this enough, this earnings profile is underpinned by firm in-place contracts with much of the cash flow driven by our agreements with the Department of War. As long as we execute across our Materials and Magnetics businesses, we expect to generate very attractive long-term returns. And while the contracted nature of our future cash flows gives us tremendous confidence to continue investing in growing our business, we also expect material upside potential derived through upcoming initiatives, including recycling, appreciating NdPr prices, magnet syndication or other growth opportunities. As Jim mentioned, the price protection agreement with the Department of War went into effect as of October 1. I'd like to spend some time walking through the GAAP accounting for this contract given the material earnings we expect from this feature of our DoW partnership starting in Q4 with the cash impact following soon thereafter in Q1. First, from an accounting perspective, we have concluded that the top-up PPA payments will not technically be revenue per U.S. GAAP, as the payments are not directly related to the underlying sales contracts we have with our customers. The cash flow comes from a third party, in this case, the Pentagon, that is not, at least as it relates to the PPA, technically our customer. Given that, in the revenue guidelines under ASC 606, we will be recording the PPA as an operating income line item or expense in the case that market pricing exceeds $110 per kilogram. Starting in Q4, you will see PPA income or expense as the first line item below revenue in the P&L., with PPA income, therefore, forming a core part of our earnings metrics on a go-forward basis. As it relates to 2026, we expect the PPA payments to be made up of 2 primary levers: first, we expect top-up payments for NdPr oxide produced from the Materials segment and sold either to third parties or internally to our Magnetics segment; and second, we expect payments from the contained NdPr value within the concentrate we are stockpiling as we continue to ramp up our refining operations. The top-up payments related to NdPr oxide can be approximated as the difference between our average realized sales price and $110 per kilogram with a few gives and takes multiplied by the quantity of NdPr oxides sold in the period. So for example, in a quarter where realized prices are $70 per kilogram, our sold volumes multiplied by 70 would be recognized as revenue, in line with how we report today. And the $40 per kilo top-up payment up to the $110 floor price would be recognized in the PPA income line, with the full impact of both flowing through EBITDA and earnings. Regarding how to model the PPA payments for stockpiles, particularly concentrate, the per unit payment will approximate the difference between market prices for NdPr in the quarter and the $110 per kilo floor. But in the case of concentrate, the quantities are tethered to the recoverable NdPr within any concentrate we nominate to the stockpile. For each quarter in 2026, I would expect the difference between our actual NdPr production volume and our quarterly target of 1,500 tons of NdPr to be nominated into the paid stockpile and drive further PPA income. Eventually, this concentrate will be processed and sold at market NdPr prices. Realizing this is complex, we're happy to take further clarifying questions on the PPA and its impact to our financial statements offline following the call. Moving to the balance sheet. I did want to point out that several of the pieces of the DoW agreement, consisting of the PPA, the samarium loan, the preferred stock and the warrant required us to undertake an analysis of relative fair value in cash versus noncash consideration received in order to properly account for these financial instruments on the balance sheet under GAAP. Note that several of the items are therefore recorded at a value that does not match the cash or other consideration received specifically for that feature. There is significant discussion of our methodologies contained in our Form 10-Q that we intend to file with the SEC tomorrow, but the 2 most notable outcomes of this are: first, the recording of a $221 million asset called the PPA upfront asset that will be amortized on an accelerated basis over the 10-year term of the PPA; and second, the recognition of noncash interest expense in excess of our coupon rate on our samarium loan from the Department of War, given the relative fair value of that portion of the agreement resulted in a deemed debt discount. The PPA amortization will be presented in our depreciation, depletion and amortization line in the P&L. Lastly, before turning it over to Michael, I wanted to address our year-to-date CapEx and remaining 2025 expectations. Through the end of Q3, capital spending has totaled approximately $110 million on a gross basis and $86 million on a net basis Due to $24 million of progress payments received from the Department of War under our prior HREE investment agreement. As such, we expect gross CapEx for the full year to be closer to the low end of our initial $150 million to $175 million range and to perform better than the range on a net basis. We will discuss 2026 capital forecasts and projects on our Q4 call in early February. With that, I will now turn it over to Michael. Michael?