PureCycle Technologies(PCT) - 2021 Q2 - Quarterly Report

PART I - Financial Information Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for the periods ended June 30, 2021 Unaudited Condensed Consolidated Balance Sheets Details the company's assets, liabilities, and stockholders' equity as of June 30, 2021, and December 31, 2020 Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :-------------------------------- | :------------ | :---------------- | | Total Assets | $685,137 | $404,128 | | Cash | $37,703 | $64,492 | | Debt securities available for sale | $200,432 | — | | Restricted cash | $300,871 | $266,082 | | Property, plant and equipment, net | $138,411 | $70,218 | | Total Liabilities | $358,339 | $296,228 | | Bonds payable | $232,037 | $235,676 | | Notes payable | $59,203 | $26,477 | | Warrant liability | $17,899 | — | | Total Stockholders' Equity | $326,798 | $107,900 | | Accumulated deficit | $(129,523) | $(84,563) | - Total assets increased significantly from $404.1 million at December 31, 2020, to $685.1 million at June 30, 2021, primarily driven by the addition of debt securities available for sale and an increase in property, plant, and equipment[20] - Total liabilities also increased from $296.2 million to $358.3 million, with a new warrant liability of $17.9 million recognized[20] - Stockholders' equity saw a substantial increase from $107.9 million to $326.8 million, largely due to the Business Combination and related capital activities[22] Unaudited Condensed Consolidated Statements of Comprehensive Loss Summarizes the company's expenses and resulting net loss for the three and six months ended June 30, 2021 Condensed Consolidated Statements of Comprehensive Loss Highlights (in thousands) | Metric | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating costs | $2,411 | $1,793 | $4,541 | $3,476 | | Research and development | $224 | $9 | $771 | $357 | | Selling, general and administrative | $7,259 | $1,048 | $14,883 | $2,286 | | Total operating costs and expenses | $9,894 | $2,850 | $20,195 | $6,119 | | Interest expense | $6,054 | $597 | $12,143 | $1,185 | | Change in fair value of warrants | $(359) | $1,120 | $13,262 | $1,775 | | Net loss | $(15,277) | $(4,415) | $(45,397) | $(8,979) | | Basic and diluted loss per share | $(0.13) | $(0.19) | $(0.54) | $(0.48) | - Net loss significantly increased to $(45.4) million for the six months ended June 30, 2021, from $(9.0) million in the prior year, due to higher operating costs, R&D, SG&A, interest expense, and change in fair value of warrants[25] - Selling, general and administrative expenses surged by 593% for the three months and 551% for the six months ended June 30, 2021, reflecting increased headcount and transaction-related costs[25][236] - Interest expense increased by 914% for the three months and 925% for the six months ended June 30, 2021, mainly due to interest on Revenue Bonds and Convertible Notes[25][237] Unaudited Condensed Consolidated Statements of Stockholder's Equity Outlines the changes in stockholders' equity resulting from the Business Combination and other capital activities - Total stockholders' equity increased from $107.9 million at December 31, 2020, to $326.8 million at June 30, 2021, primarily driven by the Business Combination and related capital activities[22][28] - The Business Combination resulted in a significant increase in common shares issued and outstanding, from 0 shares at December 31, 2020, to 117.34 million shares at June 30, 2021[20][114] - Additional paid-in capital increased from $192.4 million to $456.3 million, reflecting proceeds from the ROCH and PIPE financing, net of issuance costs[22][259] Unaudited Condensed Consolidated Statements of Cash Flows Details the sources and uses of cash from operating, investing, and financing activities for the six months ended June 30 Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Six months ended June 30, 2021 | Six months ended June 30, 2020 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(42,982) | $(7,190) | | Net cash used in investing activities | $(242,932) | $(1,557) | | Net cash provided by financing activities | $293,914 | $9,874 | | Net increase in cash and restricted cash | $8,000 | $1,127 | | Cash and restricted cash, end of period | $338,574 | $1,277 | - Net cash used in operating activities increased by $35.8 million to $(43.0) million for the six months ended June 30, 2021, due to higher transaction-related payments and interest paid[33][257] - Net cash used in investing activities surged by $241.4 million to $(242.9) million, driven by $200.7 million in purchases of debt securities and $40.7 million in capital expenditures[33][258] - Net cash provided by financing activities increased by $284.0 million to $293.9 million, mainly from $298.5 million in net proceeds from the Business Combination[33][259] Notes to the Interim Condensed Consolidated Financial Statements Provides detailed explanations of the company's organization, accounting policies, debt, equity, and other financial details NOTE 1 - ORGANIZATION Describes the company's business, the recent Business Combination, and its assessment of liquidity and going concern - PureCycle Technologies, Inc. (PCT) is commercializing a patented recycling process, licensed from P&G, to transform plastic waste into virgin-like resin (UPRP)[40] - On March 17, 2021, PCT consummated a Business Combination with Roth CH Acquisition I Co. (ROCH), resulting in PCT becoming a publicly traded company on NASDAQ[42][43] - The Business Combination was accounted for as a reverse recapitalization, with Legacy PCT treated as the accounting acquirer[57] - The company incurred approximately $27.9 million in direct and incremental costs related to the equity issuance from the Business Combination[46] - As of June 30, 2021, PCT had an unrestricted cash balance of $37.7 million and working capital of $198.3 million, believing capital raised is sufficient for at least one year[59] NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Outlines the key accounting principles and policies applied in the preparation of the financial statements - The company classifies highly liquid investments with original maturities of three months or less as cash and cash equivalents[64] - Debt securities are accounted for as Available for Sale, measured at fair value with unrealized gains/losses in other comprehensive income[65] - Warrants are evaluated for liability classification under ASC 480 or derivative features under ASC 815, with re-assessment each reporting period[68] - The company adopted ASU 2020-06 (simplifying convertible debt accounting) using a modified retrospective approach, resulting in adjustments as of January 1, 2021[74][75] NOTE 3 – NOTES PAYABLE AND DEBT INSTRUMENTS Details the company's various debt instruments, including convertible notes, revenue bonds, and related party loans - All secured term loans and promissory notes from related parties were paid off by December 21, 2020, resulting in zero outstanding balances as of June 30, 2021[77][81][83][84][89] - The company issued $60.0 million in Senior Convertible Notes with a 5.875% interest rate, maturing October 15, 2022[91][249] - The Southern Ohio Port Authority (SOPA) issued $249.6 million in Revenue Bonds to fund the Phase II Facility[97][101][102] - The Paycheck Protection Program (PPP) loan of $314 thousand was fully forgiven on April 9, 2021[109] NOTE 4 - STOCKHOLDERS' EQUITY Explains the structure of stockholders' equity following the reverse recapitalization and Business Combination - The condensed consolidated statements of stockholders' equity reflect a reverse recapitalization as of March 17, 2021, with prior periods retroactively adjusted[111][113] - As of June 30, 2021, 117.34 million common shares were issued and outstanding, compared to 0 shares at December 31, 2020, following the Business Combination[114] - The company is authorized to issue 25.0 million shares of preferred stock, but none were issued or outstanding as of June 30, 2021[115] NOTE 5 - EQUITY-BASED COMPENSATION Describes the company's equity incentive plan, restricted stock units, and stock option awards - The PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan was approved on March 17, 2021, reserving approximately 8.28 million shares for various awards[116][117] - Unvested Legacy PCT Class C Units were converted to PCT's restricted shares, maintaining original vesting schedules and forfeiture restrictions[118] Equity-Based Compensation Cost (in thousands) | Period | 2021 | 2020 | | :-------------------------------- | :--- | :--- | | Restricted Stock (3 months ended June 30) | $222 | $173 | | Restricted Stock (6 months ended June 30) | $461 | $590 | | Stock Options (3 months ended June 30) | $613 | $0 | | Stock Options (6 months ended June 30) | $681 | $0 | - Stock options granted during the six months ended June 30, 2021, totaled 613 thousand with a weighted average grant-date fair value of $11.41, resulting in $681 thousand in compensation cost[133] NOTE 6 - WARRANTS Details the various warrants issued, exercised, or cancelled, and their accounting treatment as equity or liability - Legacy PCT Class B Preferred Units warrants (211 thousand) were exercised on October 15, 2020, for $1, with a fair value of $18.17 million recorded in APIC[138] - Legacy PCT Class B-1 Preferred Units warrants (13 thousand total) were cancelled on March 12, 2021, prior to the Business Combination[140][142][146] - RTI warrants were modified to purchase 971 thousand shares of PCT common stock, becoming liability-classified and remeasured at fair value each reporting period, capped at $15.0 million[148][192] - Approximately 5.9 million public and private warrants to purchase common stock were outstanding upon the Business Combination closing[152][156][157] NOTE 7 - RELATED PARTY TRANSACTIONS Discloses transactions with related parties, including management services and prepaid tax payments - PureCycle reimbursed Innventure Management Services LLC $121 thousand and $187 thousand for management services during the six months ended June 30, 2021 and 2020, respectively[161] - As of June 30, 2021, the company owed Innventure Management Services LLC $37 thousand, classified as accounts payable[161] - A related party receivable of $78 thousand for prepaid tax payments on behalf of unitholders was recorded as of June 30, 2021[162] NOTE 8 – NET LOSS PER SHARE Explains the calculation of basic and diluted net loss per share using the two-class method - The company applies the two-class method for net loss per common share, allocating losses only to common stock[165][166] Net Loss Per Share (in thousands, except per share data) | Metric | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss attributable to common stockholders | $(15,277) | $(5,202) | $(45,397) | $(12,930) | | Weighted average common shares outstanding | 117,346 | 27,156 | 84,284 | 27,156 | | Net loss per share, basic and diluted | $(0.13) | $(0.19) | $(0.54) | $(0.48) | - Weighted-average outstanding common share equivalents were excluded from diluted EPS calculation as they were anti-dilutive[168] NOTE 9 – PROPERTY, PLANT AND EQUIPMENT Provides a breakdown of property, plant, and equipment, highlighting the increase in construction in process Property, Plant and Equipment, Net (in thousands) | Category | June 30, 2021 | December 31, 2020 | | :---------------------- | :------------ | :---------------- | | Building | $11,488 | $11,642 | | Machinery and equipment | $12,900 | $13,594 | | Land | $1,150 | $1,150 | | Construction in process | $112,656 | $43,603 | | Total Net Book Value | $138,411 | $70,218 | - Construction in process significantly increased from $43.6 million at December 31, 2020, to $112.7 million at June 30, 2021, reflecting ongoing development of the Phase II Facility[169][172] - Depreciation expense for the six months ended June 30, 2021, was $985 thousand, up from $934 thousand in the prior year[172] NOTE 10 – DEVELOPMENT PARTNER ARRANGEMENTS Details agreements with key development partners, including P&G, Impact Recycling, Total, and Nestle - PCT is in Phase 3 of its patent license agreement with P&G, involving commercial manufacture and a prepaid royalty payment of $2.0 million[173][174] - A patent sublicense agreement with Impact Recycling Limited required an initial license fee of $2.5 million, fully paid by June 30, 2021[175] - A $5.0 million prepayment from Total Petrochemicals & Refining S.A./N.V. for future recycled PP resin was recorded as deferred revenue[176][178] - A strategic alliance agreement with Nestec Ltd. (Nestle) provided $1.0 million for R&D, recorded as a Deferred research and development obligation[179][180] NOTE 11 - INCOME TAXES Explains the company's income tax status, deferred tax assets, and valuation allowance - Upon the Business Combination, PCT's tax status changed from a partnership to a corporation, requiring recognition of deferred tax assets/liabilities[181] - A full valuation allowance is required for net deferred tax assets as their realization is not more likely than not[182] - The company reported $0 tax expense for the periods ended June 30, 2021 and 2020, and has no uncertain tax positions[182][183] NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS Presents the fair value hierarchy for financial assets and liabilities measured at fair value - Financial assets and liabilities measured at fair value are classified into Level 1, Level 2, or Level 3 inputs[184][185][186] Fair Value Hierarchy of Financial Instruments (in thousands) | Category | Level 1 | Level 2 | Level 3 | Total (June 30, 2021) | | :---------------------- | :------ | :------ | :------ | :-------------------- | | Assets | | | | | | Commercial paper | $— | $96,896 | $— | $96,896 | | Corporate Bonds | $— | $97,649 | $— | $97,649 | | Municipal bonds | $— | $5,887 | $— | $5,887 | | Liabilities | | | | | | RTI warrants | $— | $— | $15,000 | $15,000 | | Private warrants | $— | $— | $2,899 | $2,899 | - Private warrants and RTI warrants are classified as Level 3 liabilities, measured using a Black-Scholes model[188][191] NOTE 13 - AVAILABLE-FOR-SALE INVESTMENTS Details the composition and maturity of the company's available-for-sale debt securities - The company's available-for-sale investments, totaling $200.4 million as of June 30, 2021, consist of highly liquid commercial paper and bonds[195][198] - These investments are reported at fair value, with unrealized losses of $108 thousand recorded in accumulated other comprehensive income[198] - The average remaining maturity of debt securities as of June 30, 2021, was 0.9 years, with $136.3 million due within one year[198] NOTE 14 - CONTINGENCIES Discloses ongoing legal proceedings, specifically putative class action complaints filed against the company - Two putative class action complaints were filed against PCT and management on or about May 11, 2021, alleging federal securities law violations[201] - The lawsuits were consolidated, and Lead Plaintiffs were identified on August 5, 2021; PCT intends to vigorously defend the lawsuits[201] - Given the early stage of litigation, PCT cannot reasonably estimate the possible range of loss from these lawsuits[201] NOTE 15 - SUBSEQUENT EVENTS Describes significant events that occurred after the balance sheet date but before the financial statements were issued - On July 8, 2021, the Compensation Committee approved new short-term and long-term incentive programs, issuing 2.6 million RSU and performance share awards[202] - On August 11, 2021, the Board approved the issuance of 38 thousand RSU awards to non-employee directors[202] - On July 29, 2021, PCT reached an agreement to build its first U.S. cluster facility in Augusta, expected to produce up to 650 million pounds/year[203] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on financial condition, operational results, liquidity, and critical accounting policies Overview Summarizes the company's business, technology, current projects, and strategic plans for global expansion - PCT is commercializing a patented purification recycling technology, licensed from P&G, to restore waste polypropylene into near-virgin UPRP[206] - The first commercial-scale plant in Ironton, Ohio, is under construction, expected to commence production in late 2022 with a capacity of 107 million pounds/year[206] - PCT plans to build new recycling facilities globally, aiming for approximately 30 commercial lines by 2030 and 50 by 2035[207] - The Feedstock Evaluation Unit (FEU) has successfully processed approximately 145 feedstocks, validating the process and securing long-term agreements[208] The Business Combination Details the March 17, 2021, business combination with Roth CH Acquisition I Co. and its accounting treatment - On March 17, 2021, PureCycle completed its business combination with Roth CH Acquisition I Co. (ROCH), becoming a public company[210][212] - The transaction was accounted for as a reverse recapitalization, with Legacy PCT considered the accounting acquirer[213] Business Highlights Outlines key business strengths, including the unique technology, P&G license, offtake agreements, and facility construction progress - PCT's unique resin purification process produces near-virgin quality polypropylene resin from waste, with potential for food-grade applications[215] - The exclusive worldwide license from P&G for the Technology extends for the duration of relevant patents (expiring between 2036 and 2039)[216] - PCT has legally binding offtake agreements with three blue-chip customers for a minimum of 63 million pounds/year of UPRP from the Phase II Facility[220] - Construction of the Phase II Facility began in October 2020, with commercial operation expected by the end of 2022; remaining capital to complete is estimated at $183.9 million[222][223] - An agreement was reached on July 29, 2021, to build the first U.S. cluster facility in Augusta, Georgia, projected to produce up to 650 million pounds/year[226] Basis of Presentation Describes the consolidation principles and basis for preparing the interim financial statements - The condensed consolidated interim financial statements include the accounts of PureCycle Technologies, Inc. and its subsidiaries, presented in U.S. Dollars[227] - Intercompany balances and transactions are eliminated upon consolidation, and the statements reflect normal recurring adjustments[227] - Results for the six months ended June 30, 2021, are not necessarily indicative of the full year's results[227] Components of Results of Operations Explains the key line items in the statement of operations and expected future trends - The company has not generated any operating revenue to date and expects to begin generating revenue by the end of 2022[228] - Operating costs are expected to increase substantially with scaling operations and headcount[229] - Research and development expenses are expected to increase due to investments in feedstock evaluation and analytical capabilities[230] - Selling, general and administrative expenses are projected to rise due to increased headcount and public company compliance costs[231][232] Results of Operations Provides a comparative analysis of operating results for the three and six months ended June 30, 2021 and 2020 Operating Results Comparison (in thousands, except %) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | Change ($) | Change (%) | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | Change ($) | Change (%) | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Operating costs | $2,411 | $1,793 | $618 | 34% | $4,541 | $3,476 | $1,065 | 31% | | Research and development | $224 | $9 | $215 | 2389% | $771 | $357 | $414 | 116% | | Selling, general and administrative | $7,259 | $1,048 | $6,211 | 593% | $14,883 | $2,286 | $12,597 | 551% | | Total operating costs and expenses | $9,894 | $2,850 | $7,044 | 247% | $20,195 | $6,119 | $14,076 | 230% | | Interest expense | $6,054 | $597 | $5,457 | 914% | $12,143 | $1,185 | $10,958 | 925% | | Change in fair value of warrants | $(359) | $1,120 | $(1,479) | (132)% | $13,262 | $1,775 | $11,487 | 647% | | Net loss | $(15,277) | $(4,415) | $10,862 | 246% | $(45,397) | $(8,979) | $36,418 | 406% | - Operating costs increased by 34% and 31% for the three and six months, respectively, due to higher repairs, maintenance, and personnel costs[234] - Research and development expenses saw significant increases of 2389% and 116% for the three and six months, respectively, driven by development of the Phase II Facility[235] - Selling, general and administrative expenses rose by 593% and 551% for the three and six months, respectively, primarily due to new headcount and transaction-related expenses[236] - Interest expense increased by 914% and 925% for the three and six months, respectively, mainly attributable to interest on Revenue Bonds and Convertible Notes[237] Liquidity and Capital Resources Discusses the company's cash position, restricted cash, proceeds from the Business Combination, and future capital needs - As of June 30, 2021, PCT had $338.6 million in cash and cash equivalents, plus $200.4 million in highly liquid debt securities, with $300.9 million of the cash balance restricted[239] Restricted Cash Balance (in millions) as of June 30, 2021 | Component | Amount | | :-------------------------------- | :----- | | Equity Escrow Reserve | $50.0 | | Capitalized Interest Reserve | $43.8 | | Debt Service Reserve | $21.0 | | Ironton Plant 1 Construction | $183.9 | | Letter of Credit for Ironton Utilities | $2.1 | | Other | $0.1 | | Total Restricted Cash | $300.9 | - The company received $326.0 million in gross proceeds from the Business Combination, offset by $27.9 million in capitalized issuance costs[240] - Future capital requirements depend on construction costs for Phase II and Augusta Facilities, potentially requiring additional financing[241] Indebtedness Details the terms and conditions of the company's Convertible Senior Secured Notes - PCT issued $60.0 million in Convertible Senior Secured Notes due 2022, with interest payable semi-annually at 5.875% per year[242][249] - The first interest payment of $1.7 million on April 15, 2021, was paid in kind, increasing the principal amount of the Convertible Notes[249] - Following the Business Combination, the conversion rate for the Convertible Notes is approximately 144.4 shares per $1,000 principal amount[251] - The Convertible Notes are subject to certain customary events of default and restrictions on incurring senior indebtedness[248] Cash Flows Provides a comparative analysis of cash flows from operating, investing, and financing activities Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | Change ($) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net cash used in operating activities | $(42,982) | $(7,190) | $(35,792) | 498% | | Net cash used in investing activities | $(242,932) | $(1,557) | $(241,375) | 15,503% | | Net cash provided by financing activities | $293,914 | $9,874 | $284,040 | 2,877% | | Cash and cash equivalents, beginning of period | $330,574 | $150 | $330,424 | 220,283% | | Cash and cash equivalents, end of period | $338,574 | $1,277 | $337,297 | 26,413% | - Net cash used in operating activities increased by $35.8 million, primarily due to higher transaction costs, interest payments, and professional fees[257] - Net cash used in investing activities increased by $241.4 million, driven by $200.7 million in debt securities purchases and $40.7 million in capital expenditures[258] - Net cash provided by financing activities increased by $284.0 million, mainly from $298.5 million from the Business Combination (net of issuance costs)[259] Off-Balance Sheet Arrangements States that the company has no material off-balance sheet arrangements - PCT has no off-balance sheet arrangements that materially affect its financial condition, revenues, or liquidity[261] - Legally binding offtake arrangements with customers are not unconditional and definitive agreements, thus not qualifying as off-balance sheet arrangements[261] Critical Accounting Policies and Estimates Highlights the accounting policies that involve significant judgments and estimates, including income taxes and equity-based compensation - Income tax provision is estimated quarterly based on the annual effective tax rate and deferred tax asset recovery[263] - Equity-based compensation cost is measured at grant date fair value using the Black-Scholes model and recognized straight-line over the vesting period[265][266][273][274] - Warrants are classified as equity or liability, with liability-classified warrants remeasured at fair value each reporting period through earnings[268][270][271] Recent Accounting Pronouncements Refers to Note 2 for information on the potential impact of recently issued accounting standards - Refer to Note 2 for detailed information on recent accounting pronouncements, their adoption timing, and potential impact on financial statements[275] Emerging Growth Company Election Discusses the company's status as an emerging growth company and its election to use extended transition periods - PCT is an 'emerging growth company' under the JOBS Act and has elected to use extended transition periods for new accounting standards[276][277] - This election may make PCT's shares less attractive to investors due to potential differences in accounting standards[277][278] - PCT will remain an emerging growth company until the earliest of December 31, 2025, or meeting certain revenue or debt issuance thresholds[278] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is not required to provide quantitative and qualitative disclosures about market risk for this reporting period - The company is not required to provide information regarding quantitative and qualitative disclosures about market risk[279] Item 4. Controls and Procedures Details the evaluation of disclosure controls, identifies material weaknesses, and outlines remediation plans Evaluation of Disclosure Controls and Procedures Presents management's conclusion on the effectiveness of disclosure controls and procedures as of June 30, 2021 - As of June 30, 2021, management concluded that disclosure controls and procedures were not effective due to material weaknesses in internal control[282] - Despite the material weaknesses, management concluded that the financial statements fairly present the company's financial position[282] Previously Reported Material Weakness Describes the specific material weaknesses identified in the internal control over financial reporting - Material weaknesses identified include insufficient qualified personnel, inadequate segregation of duties, and ineffective IT controls over user access[283][284] - These weaknesses arose because PCT lacked the necessary processes, systems, and personnel for public company financial reporting[284] Remediation Plans Outlines the specific measures being taken to address the identified material weaknesses - Remediation measures include adding 5 qualified personnel with public accounting/company experience[285][288] - Formal controls for review procedures, reconciliations, disclosure, and financial statement processes have been designed and implemented[288] - Full remediation will require effective operation for a sufficient period, with ongoing senior management and audit committee oversight[285][286] Changes in Internal Control over Financial Reporting Reports on any changes in internal control that occurred during the most recent fiscal quarter - The company is actively taking actions to remediate the previously identified material weaknesses in internal control over financial reporting[287] - Except for the remediation efforts, there were no other material changes in internal control during the quarter ended June 30, 2021[287] PART II - Other Information Item 1. Legal Proceedings Refers to Note 14 for a description of two putative class action complaints filed against the company - Two putative class action complaints were filed against PCT and certain senior members of management on or about May 11, 2021[201][289] - The lawsuits rely on information from a research report published by Hindenburg Research LLC[201][300] - PCT intends to vigorously defend the lawsuits but cannot reasonably estimate the possible range of loss at this stage[201] Item 1A. Risk Factors Outlines various risks that could materially and adversely affect the company's business, financial condition, and prospects Risks Related to PCT's Status as an Early Commercial Stage Emerging Growth Company Details risks associated with the company's pre-revenue status, lack of diversification, and substantial debt - PCT is an early commercial stage company with no revenue and may never achieve or sustain profitability[292][293] - The business is not diversified, relying solely on the Ironton and Augusta facilities[294][295] - Failure to meet performance and pricing targets under the P&G License Agreement could result in termination or conversion to a non-exclusive license[296] - PCT's substantial consolidated debt ($291.3 million as of June 30, 2021) and associated covenants could impair its ability to obtain additional financing[297][298] Risks Related to PCT's Operations Covers operational risks including litigation, the COVID-19 pandemic, construction delays, cyber threats, and intellectual property protection - PCT faces risks from litigation, including two putative class action complaints filed in May 2021, which could incur significant expenses[299][300][301] - The COVID-19 pandemic poses risks to suppliers, contractors, and customers, potentially disrupting construction and supply chains[303][304][305][306][307] - Construction of the Phase II Facility may face delays or cost overruns, severely impacting business operations and financial condition[309][310] - Initial reliance on a single facility makes PCT vulnerable to adverse changes, shutdowns, or equipment failures[311] - Cyber risks and failures in operational or security systems could lead to data breaches, financial losses, and reputational damage[312][313][314] - Inability to sufficiently protect proprietary intellectual property could harm PCT's competitive position[315][316][317][318] Risks Related to PCT's Production of UPRP Discusses risks related to technology scalability, facility efficiency, strategic partnerships, and feedstock procurement - There is no guarantee that the Technology is scalable to commercial-scale operation or that the Phase II Facility will achieve expected quality parameters[320] - The Augusta Facility, PCT's first 'cluster' model, may not achieve expected efficiencies in construction, permitting, or operating costs[321] - Failure to secure future strategic partners for additional offtake and feedstock opportunities could curtail product development[322][323] - PCT's ability to procure sufficient quantity and quality of waste polypropylene feedstock is dependent on external factors[324][325] - Global expansion requires sourcing feedstock internationally, making PCT vulnerable to changes in international trade agreements and tariffs[326] Risks Related to the Market for UPRP Addresses market risks such as customer acceptance, pricing volatility, and competition - The market for UPRP is in development, and customer acceptance is not guaranteed[328] - Offtake agreements are subject to index pricing, and fluctuations in these prices could adversely impact financial results[330] - Competition from new products, technologies, or P&G's sublicensees could reduce demand for UPRP[331][332] Risks Related to Regulatory Developments Outlines risks associated with meeting regulatory requirements for food-grade applications and ongoing compliance costs - PCT may not meet applicable regulatory requirements for UPRP in food-grade applications, including obtaining LNOs from the FDA[334][335] - Ongoing compliance with numerous and evolving regulatory requirements will be time-consuming and costly[336][338][339][340][341] Risks Related to Human Capital Management Covers risks related to retaining key personnel and management's limited experience operating a public company - PCT's success depends on retaining its specialized management team and key operating personnel[343][345] - Management has limited experience operating a public company, which could divert time from business growth to compliance activities[346] Risks Related to PCT's common stock Details risks for stockholders, including market volatility, potential delisting, dilution, and anti-takeover provisions - An active trading market for PCT's common stock may not develop or be sustained[348] - Failure to comply with NASDAQ's continued listing standards could lead to delisting[349][350] - The market price of PCT's common stock is likely to be highly volatile[350][351] - The exercise of registration rights for approximately 94.3 million shares could adversely affect the market price of PCT's common stock[355][356][357][358] - Future offerings of debt or equity securities could dilute existing stockholders' rights or reduce the market price of common stock[359][360] - Certain provisions in the Certificate of Incorporation and Bylaws could hinder, delay, or prevent a change in control[361][362][363] General Risk Factors Covers broader risks including financing, emerging growth company status, internal controls, and public company costs - PCT may be unable to obtain additional financing to fund operations and growth[365] - As an emerging growth company, PCT's reliance on reduced reporting requirements may make its shares less attractive to investors[366][368] - Failure to remediate identified material weaknesses in internal control over financial reporting could adversely affect financial reporting accuracy[369][370][371][372] - As a public company, PCT will incur significant increased expenses and administrative burdens[374] - Certain private warrants are presented as liabilities with subsequent fair value remeasurement, which may adversely affect the stock price[375][376] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities or use of proceeds to report for this period - No unregistered sales of equity securities or use of proceeds to report[378] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities to report for this period - No defaults upon senior securities to report[379] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[380] Item 5. Other Information There is no other information to report for this period - No other information to report[381] Item 6. Exhibits Lists all exhibits filed with the Quarterly Report on Form 10-Q, including key agreements and certifications - Key exhibits include the Agreement and Plan of Merger, Amended and Restated Certificate of Incorporation and Bylaws, and various compensation agreements[384] - Certifications by the CEO and CFO (Rule 13a-14(a) and Section 1350) are filed herewith[384] - The financial statements are provided in Inline XBRL format[383][384] Signatures The report is duly signed on behalf of the company by its Chief Executive Officer and Chief Financial Officer - The report is signed by Michael Otworth, Chief Executive Officer, and Michael Dee, Chief Financial Officer, on August 12, 2021[389]