USA Rare Earth - Earnings Call - Q2 2025

Executive Summary

• Q2 2025 was pre-revenue with operating loss of $8.804M and GAAP diluted EPS of -$1.54, driven primarily by a non-cash fair value loss of $134.662M on financial instruments; adjusted diluted EPS was -$0.08, a material improvement vs GAAP.
• Liquidity strengthened: quarter-end cash was $121.791M and current cash reached $128.1M as of Aug 7, 2025; no significant debt. CapEx YTD was $6.297M, with at least $60M planned for the remainder of 2025 to commission Stillwater, OK magnet line.
• Execution milestones on track: equipment “backbone” commissioning underway now, line testing begins in Q4 2025, and finishing/coating commissioning in Q1 2026; initial 2026 production targeted at 200–500 tons, with scalability toward 1,200 tons capacity by year-end 2026.
• Commercial traction building: 12 MOUs/JDAs signed implying ~300 tons annually; engagements with >70 prospective customers across Aerospace & Defense, Data Centers, Automotive, and more; high-confidence pipeline >2,000 tons annually could fully book Line 1 capacity.
• Near-term stock reaction catalysts: Q4 2025 line testing, customer backlog announcements for 2026, government price-support actions (NDPR $110/kg) and potential funding, and updates on heavy REE separation progress (gallium/heavies concentrates, acid/reagent recycling).

What Went Well and What Went Wrong

What Went Well

• Strong liquidity and funding progress: quarter-end cash $121.8M and current cash $128.1M helped de-risk commissioning; warrant exercises and forward purchase agreements added ~$39.5M of inflows (warrants $22.0M; forward purchase $17.5M).
• Operational progress toward commissioning: “backbone” commissioning ongoing; Stillwater line testing in Q4 2025; finishing/coating commissioning targeted for Q1 2026, aligning with early 2026 production timeline.
• Commercial momentum: “a dozen MOUs and JDAs” signed implying ~300 tons annually; >70 active customer engagements; “high confidence commercial pipeline exceeds 2,000 tons,” indicating potential to book Line 1 before full capacity.
  • Quote: “We have now signed a dozen MOUs and joint development agreements...These agreements alone imply nearly 300 tons of annual shipments...”.

What Went Wrong

• Large GAAP net loss due to non-cash mark-to-market: net loss -$142.713M in Q2 (vs -$2.819M YoY) driven by $(134.662)M fair value adjustment; adjusted net loss improved to -$7.844M, but GAAP optics remain a headwind.
• Operating costs stepped up with ramp: total OpEx $8.804M vs $3.011M YoY, reflecting team expansion, infrastructure build, and R&D; CFO expects $8–$9M quarterly OpEx through year-end with heavier spend in Q4.
• Litigation accrual and going concern risk language: $1.8M accrual related to Kleiner litigation impacted Q2 operating loss; press release risk factors highlighted going concern language in recent financials, adding investor caution.

Transcript

Speaker 4

Good day, everyone, and welcome to the USA Rare Earth second quarter 2025 earnings conference call. All participants will be in a listen-only mode. If you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star and then one using a touch-tone telephone. To withdraw your questions, you may press star and two. Please also note today's event is being recorded. At this time, I'd like to turn the floor over to Lionel McBee, Vice President of Investor Relations. Sir, please go ahead.

Speaker 2

Thank you, Operator. Hello everyone, and welcome to USA Rare Earth's 2025 second quarter earnings conference call. I am joined today with our Chief Executive Officer, Joshua Ballard, and our Chief Financial Officer, Rob Steele. Earlier this afternoon, we issued our second quarter fiscal 2025 results. Our results, earnings release, and slide presentation can be found on the Investor Relations portion of our website at usare.com. During today's call, we may make projections and other forward-looking statements under the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995 regarding future events or the future financial performance of the company. These statements may discuss our business, economic, and market outlook, growth expectations, new products and their performance, cost structure, and business strategy. Forward-looking statements are based on information currently available to us and on management's beliefs, assumptions, estimates, or projections.

Forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors. We refer you to the documents the company files from time to time with the SEC, specifically the company's Form 10-K and Form 10-Qs. These documents identify important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. All statements made during this call are made only as of today, August 11, 2025, and the company expressly disclaims any intent or obligation to update any forward-looking statements made during this call to reflect subsequent events or circumstances unless otherwise required by law. With that, I'll turn the call over to Josh.

Speaker 4

Thank you, Lionel. It's been another exciting quarter in the rare earth mineral and magnet industries, and before providing perspective on the broader sector developments, I want to emphasize our vision for USA Rare Earth. We are focused on building a highly profitable and fully integrated supply chain, from mining, concentrating, and separating rare earths, to making metals and metal alloys, to forming and finishing rare earth magnets, and finally to end-of-life recycling. We are on a mission to serve a broad array of customers who use, rely on, and innovate with metals and magnets across diverse industries in all their varying complexities. We are accelerating development across each of our existing assets, while also actively exploring how we will fill in and strengthen any gaps in that mine-to-magnet strategy, while remaining focused on creating shareholder value.

Our magnet production facility in Stillwater, Oklahoma, is making rapid and tangible progress and remains on target with our commissioning goals. Both our magnet facility in Oklahoma and our research and development facility outside of Denver continue to attract the brightest minds. Our highly strategic heavy rare earth Round Top deposit in Texas remains uniquely positioned for its incredible concentration of heavy rare earths and gallium. Taking a step back, the Chinese government continues to restrict the export of rare earth metals and magnets by their domestic producers, and this is having a profound impact on the multitude of industries that rely on these materials. The cost of rare earth oxides and metals outside of China has increased dramatically, especially for the difficult-to-obtain heavy rare earths' tightening supply.

We are hearing directly from many of the companies affected by China's restriction on the export of rare earth elements and neomagnets and are working as quickly as we can to address their growing needs. Companies are reaching out to us directly to gain access to domestically sourced magnets for the long term, and they have been clear that they require a non-China source of supply. Importantly, the U.S. government has demonstrated its intention to play a key role in supporting the development of the supply chain that we are seeking to develop. The U.S. Government investment in MP Materials is an important first step to de-risking the sector and has shined a much-needed spotlight on the importance of rare earths and rare earth magnets to American industry, technologies, and national security.

By announcing a price support mechanism to purchase the critical light rare earth mineral oxide, NdPr, at $110 per kilogram, which they recently publicly stated that they plan to replicate, the Trump administration has established an essential tool that will enable us to compete effectively with Chinese producers. At USA Rare Earth, we have a special mix of assets and capabilities that we are leveraging with great effect as we accelerate our own activities in this exciting new world. We have raised the capital we need to begin investing aggressively. We are looking now at ways to advance our plans as quickly as possible, which I believe is our greatest path to value creation for this company, our shareholders, and customers. Before I dive into the operational details, let's turn the call over to Rob for a review of our financials.

Speaker 1

Thanks, Josh. Let me begin with our cash position, which stands at $128.1 million as of August 7, 2025. We are one of the best capitalized companies in the sector and have ample cash to support the initial capital expenditures of our first 600 metric ton phase of magnet production. This includes inflows of $22 million from warrant exercises and $17.5 million from the completion of our forward purchase agreements, reflecting the strength and liquidity of our equity. Since our last call, we've continued executing on our strategic plan, advancing our facility buildout and expanding our team across key functions. In the first half of the year, we deployed $6.3 million in capital expenditures and grew to approximately 50 full-time employees. Looking ahead, the remainder of 2025 marks a critical inflection point.

We anticipate spending at least $60 million in CapEx to support phase one and plan to double our workforce to around 100 employees. Most new hires will be based at our Stillwater, Oklahoma facility, focused on operations and highly specialized engineering, alongside strategic additions in sales, marketing, and corporate functions. We're also enhancing our core infrastructure, including systems and cybersecurity, to ensure operational readiness by early next year. As our commercial pipeline expands, we are aligning our capital deployment with customer demand, prioritizing capabilities and technologies that position us for long-term success. Our recent MOUs with Moog and ePropelled underscore our intent to expand into high-growth sectors like data centers and drones, which are expected to double or triple in size over the next decade. These industries drive digital and physical AI, as well as next-generation defense systems, and require massive quantities of precision-engineered micromagnets with advanced surfacing.

Capabilities we are actively developing as we look to the industry's future needs. We're also preparing to secure the metal inventory needed to support projected growth in 2026 and beyond. While we're not yet providing formal revenue guidance, we are planning to produce 200 to 500 metric tons of neodymium-iron-boron (NdFeB) sintered magnets next year, with the flexibility to scale further if needed. Our sourcing strategy incorporates both mined and recycled non-China-based feedstock, and we're laying the groundwork for sustained supply into 2027. In Q4, we'll begin testing our magnet manufacturing line in Stillwater, a key milestone that will allow us to validate our supply chain, train our workforce, and qualify raw materials on commercial-scale equipment. These efforts pave the way for commissioning in Q1 2026.

On expenses, we continue to expect ongoing operating costs to average $8 to $9 million per quarter through year-end, with a heavier spend anticipated in Q4 as we ramp. For the second quarter of 2025, we reported an operating loss of $8.8 million, which includes $1.8 million in accruals related to the Kleiner litigation, an overhang we resolved immediately following quarter end. This compares to a $3 million operating loss in Q2 2024, primarily driven by increased SG&A associated with our merger and early team expansion. R&D expenses rose year over year, reflecting our continued commitment to advancing the Round Top joint venture flow sheet and building differentiated capabilities for future phases. We reported a net loss attributable to common stockholders of $142.5 million or $1.54 per share. This includes a non-cash fair value adjustment of $134.7 million related to financial instruments.

Excluding this, our net loss was $7.8 million or $0.08 per share, which we believe is a more accurate reflection of our core operating performance. Going forward, we will provide this adjustment to facilitate your analysis of our results. We entered the quarter with $121.8 million in cash and no significant debt, positioning us well to execute on our near-term milestones. In summary, we remain financially strong and are deploying capital with discipline to support scalable long-term growth. We continue to evaluate funding options for future phases, and we expect our cost of capital to improve as we execute, potentially including non-dilutive government funding opportunities. I'll now turn it back over to Josh for our operational update.

Speaker 4

Thanks, Robin. Let's start with an update on our neodymium-iron-boron (NdFeB) sintered magnets business in Oklahoma, where we are making tremendous progress towards producing and shipping our first magnets in early 2026. Our infrastructure work is ahead of schedule and fully on track to be completed before the end of the year. We've begun to commission our equipment in Stillwater, and this work will accelerate in the third and early fourth quarters. Our current target is to achieve the critical milestone of producing magnet blocks from our sintering furnace before year-end. Our finishing equipment is still set to arrive on schedule in the first quarter. We are also making significant progress on the operational and quality systems we will need as we move to production.

We have also exceeded our own expectations with hiring as we ramp up our team in anticipation of production early next year across key manufacturing, highly specialized engineering, sales, and back office staff. Our effort to bring a rare earth mine-to-magnet value chain back to America has resonated deeply with our potential candidates. Importantly, we are finding success in hiring key magnet expertise for our innovations lab, which is critical as we work through the qualification processes of our key customers and then translate that work in the lab to full-scale production. On the customer side, we are currently engaged with over 70 companies across a variety of industries such as aviation, defense, energy, industrial equipment, car manufacturing, automotive supply, shipbuilding, robotics, mobile phone companies, among others.

While we have publicly announced four agreements across the consumer defense and automotive industries to date, I'm excited to disclose that we have now signed a dozen MOUs and joint development agreements. These agreements alone imply nearly 300 tons of annual shipments and include industries such as oil and gas, automotive supply, and other industrial uses. Our high-confidence commercial pipeline exceeds 2,000 tons of annual production, highlighting robust market demand that could fully book our first line before it's even at full capacity. Overall, we've identified roughly 5,000 to 7,000 tons of potential demand, which does not yet include all the volume at each of these customers, with demand coming from both the U.S. as well as Europe. The majority of this demand is made up of small to medium-sized customers, which we estimate could make up more than 70% of the market.

Similar to the announcement from MP, we are talking to potential defense customers every day. Of course, we continue to talk to large EV manufacturers as we plan out our future lines. We are just beginning to tap into what we believe is a once-in-a-generation reshoring opportunity. As we put further pieces of our business in place, you will see us accelerate our sales process, which we will update you on in future calls. To summarize, we continue to make tangible progress and remain on track with our magnet business. We're excited by the overwhelming response we are seeing from customers across the country and in Europe to what we are building. We're also pleased that customers understand the unique value proposition we provide compared to our peers in the market, namely our focus on customer diversity and high-value product complexity across their magnet specs.

As we move to the critical phase of our plant build, our sales team is focused on signing contracts and filling out our backlog for 2026. Truly exciting times in our magnet business. Now, let's turn to our Round Top Mountain deposit and the processing engineering work underway with our team outside of the Denver-area, which is key to our long-term strategy. As I mentioned in my introductory remarks, we have been investing in processing capabilities now for nearly five years. This is a critical capability that is not isolated to our work with Round Top Mountain, but can be leveraged in other areas of our supply chain as we look to secure oxides for the future scaling of our business. We are committed to building out a reliable and cost-effective supply of oxides for our future growth.

Our strategy and approach could include working with concentrates from other deposits in addition to Round Top Mountain, as well as recycling or working hand in hand with other processors. With regards to our own development, I'm pleased to report that we have made great progress this past quarter in separating out our bulk gallium, as well as heavy and light rare earths into separate concentrate streams. While we are still fine-tuning these processes, we are now also turning to the work of extracting the individual minerals from solution, the separation stage, as well as on the recycling of the acids and reagents we need to run a clean operation while reducing costs. Our team remains confident in our engineering approach and in the technical viability of our work separating these critical heavy rare earths and other tech metals.

We have added critical members to our team with immense experience in rare earth extraction. In addition, we commend the Trump administration's bold price support actions, which underscore the national urgency around rare earth dependence, a mandate that Round Top Mountain is uniquely positioned to deliver on. I look forward to updating you more on our work in Denver moving forward. In closing, our goal is to be the leader in the ex-China rare earth supply chain. We are taking a bold and broad-based approach to this layered and complex market to provide the greatest value to our customers and shareholders. The U.S. will face a major deficit of rare earth metals and magnets in the coming years without multiple solutions to the set of problems we face.

We are uniquely positioned to be a cornerstone of these solutions due to our significant deposit of heavy rare earths and gallium in Texas, which is unique in the United States, and our ability to scale quickly to 5,000 tons capacity in our existing magnet facility, starting with the commissioning at scale of our first line beginning in early 2026, only a few short months away. Our strong balance sheet with no debt and nearly $130 million of cash positions us to be a consolidator in the industry. We see several attractive areas for high return regrowth, both organically and via acquisition. Our focus is on investing where necessary across the supply chain to ensure that we have the feedstock that we need. Recent geopolitical news and government support for the domestic industry, as well as feedback from customers and suppliers globally, has only reaffirmed this strategy.

We believe we are well on our way to achieving our mission of becoming a strategic and valuable national asset. I look forward to keeping you updated on our progress in the coming months. Let's move to Q&A. Ladies and gentlemen, at this time, we'll begin the question and answer session. To ask a question, you may press star and then one using a touch-tone telephone. To withdraw your questions, you may press star and two. If you are using a speakerphone, we do ask that you please pick up the handset prior to pressing the keys to ensure the best sound quality. Once again, that is star and then one to join the question queue. We'll pause momentarily to assemble the roster. Our first question today comes from Derek Soderbergh from Cantor Fitzgerald. Please go ahead with your question.

Speaker 0

Hi, this is Drew Norquist calling for Derek Soderbergh. Thank you guys for taking the questions. I do have a few questions. Mine that first 1,200-ton production line.

Speaker 4

That's right. Yeah, that's exactly right.

Speaker 0

Okay. More focused on the mining operations, I know you guys did a preliminary economic analysis around the Round Top Mountain mine. Everything looks good there. I'm just wondering if there's an updated timeline on when the feasibility study could be expected to be done.

Speaker 4

No updated timeline today. What we did talk about last quarter was that we're targeting to build a pilot plant over the next couple of years. In order to build that pilot plant, it's contingent on us getting to our flow sheet and pre-feasibility study within that timeframe. That's what we're targeting. The work we're doing now is what's going to define whether or not we keep to that target. That's something we'll keep you guys updated on in the coming months.

Speaker 0

All right, sounds good. My next question is, your MP material is secured at a floor price in their DOD deal for magnet production. I was wondering if that sort of directly or indirectly benefits you guys at all.

Speaker 4

MP has quite a bit of NdFeB. Our strength are heavy rare earths, so it doesn't necessarily help us directly at this time, but where I believe it sends a strong signal and what we take as a great positive from the Trump administration is that they're willing to do price support. I would expect them to expand that as they look at the broader industry. I think they know they haven't solved, you know, heavy rare earths yet. MP does not have a strong heavy rare earth deposit. I believe that they're going to be looking at expanding that, and my expectation would be we'd see similar things, not only in rare earths, but also in other metals probably as well.

Speaker 0

Okay. My final question is just regarding cash burn. Do you guys think your current cash level can sustain you up to a full 4,800-ton production or just go for that first 1,200 production line before needing additional funding?

Speaker 4

Yeah, so what we've said previously is that the full four lines, from a CapEx standpoint, is at least $250 million, and an additional $50 to $100 million of working capital. Our current cash balance right now is north of $130 million, actually. Clearly, we will need to raise more capital. Having said that, we have about $280 million plus in unexercised warrants already on our balance sheet. As you've seen, our capital position has grown over the last three months here since we executed the pipe, and that's mainly because of the exercise of our warrants. We feel like we're in a good position.

Speaker 0

All right, thank you guys.

Speaker 4

Once again, if you would like to ask a question, please press star and one. To withdraw your questions, you may press star and two. Our next question comes from Suji da Silva from Roth Capital. Please go ahead with your question.

Speaker 3

Hi, Joshua, Rob, Lionel, congrats on the progress here. I'm trying to understand on the equipment. I think I heard you say you're putting some of the equipment in 1Q 2026. I guess some of that will come in even as the line starts to produce. I'm just curious on the timeframe there. The CapEx $60 million you said, will the bulk of that occur in calendar 2025 or is that spread out over the next two years?

Speaker 4

Yeah, I'll take the first half and Rob can take the second. Right now what we're commissioning is what I like to call the backbone. It's everything from where we get a strip cast metal, the pieces of metal, all the way through the sintering furnace where we would have magnet blocks come out of the sintering furnace ready for finishing and coating and so forth. That is what we're commissioning actively now and what we're focused on getting commissioned by the end of the year. The finishing and coating equipment is what arrives next year and allows us to finish out the line. Much of that is arriving throughout the first quarter, and then we'd be commissioning throughout the first quarter to get into our finishing phase. Rob, do you want to take the second half?

Speaker 3

Yeah, sure. In terms of the CapEx, as we said, we expect another $60+ million this year. That is the bulk of the first phase of line one.

Speaker 4

Okay, great. I think Joshua referred to an inorganic element of your strategy. Can you just talk about what some of that may entail strategically? Is it tack on increasing sort of demand, geographic perhaps in terms of sourcing or technical capabilities? Any color there would be helpful. Yeah, sure, you bet. I think when you look across the supply chain from mine deposit to processing to metal making, strip casting, all the way to magnet, what we're looking at is how we can fill in and strengthen any gaps we have, and as we look forward, how we can make sure that we're covering our own scaling as we grow. I really look at it in three pieces. One is, first, we need to build a scale, right? Second, we need that certainty of supply as we scale.

Third is we want to control where we can the portions of the supply chain just from a profitability perspective so we can avoid having profit on top of profit on top of profit. What we'll be looking at is first is how, and then potentially recycling that can come in on the back end to provide oxides, outside of everything else. What we'll be looking at first is how we strengthen that supply chain, which could potentially add new capabilities, and it could potentially add just surety on supply. This could be acquisitions, this could be joint ventures, this could be investments in our partners in other ways to ensure that we're locked and loaded for 2026, 2027, and onward. Generally, this industry is pretty undercapitalized outside of China.

We know we're going to need to invest to make sure that the capital is there so that we can scale. That's the goal.

Speaker 3

Makes sense. Last question, and I'll pass it on. In terms of the end market applications, there's some pretty large volume technical applications emerging right now. Obviously, data center, but then beyond that, drones, humanoid robots. I'm just curious, as you know, more generally, your ability to handle these customer requests, you know, for investigating customized magnets for them, you know, how that scales to be customer specific and tackle all these. Do you have to kind of stagger these so you can meet the initial requests? I'm curious whether some of these can be nearer term or are more longer term opportunities.

Speaker 4

Yeah, so every, yeah, and you've cited a few that we've announced, right, drones and other areas, and it's a wide range of sizes in particular. We'll be investing in the equipment we need to support them. These customers tend to congregate into general sizes and general shapes that we can hone in on. It's not like it's bespoke for every customer, but some of it will get phased in. It's not all going to be ready when we, what we're commissioning in the first quarter, going into the second quarter, as you know, as we start to commission and ship, is not necessarily going to be all these capabilities. Some of those capabilities we'll be adding in mid-year. I think I talked last quarter about the fact that we'll be starting out with about 600 tons capacity, and then we'll be increasing that to 1,200 tons throughout the year.

Some of that will happen as we're increasing throughout the year, and then some of that could follow on even from there. We're certainly looking closely, making sure at least from an ROI perspective that the equipment we're adding has the volume and profitability we need to have a good ROI on what we're investing in. Our goal is to be a broad player to a lot of these customers who right now don't have a home.

Speaker 3

Okay, very helpful. Thanks, everybody.

Speaker 4

Thank you, Suji. Ladies and gentlemen, with that, we'll be concluding today's question and answer session, as well as today's conference call. We do thank you for attending. You may now disconnect your lines.