Acquisitions (Tables)

12 Months Ended

Dec. 31, 2012

Summarizes the purchase prices and opening balance sheets for the acquisitions



	Preliminary Allocation of Consideration Transferred as of December 31, 2012			Measurement Period Adjustments			Final Allocation of Consideration Transferred
Purchase consideration:	(In thousands)
Cash consideration	$	908,181					$	908,181
Fair value of Molycorp common stock and Exchangeable Shares issued	284,144						284,144
Total purchase consideration	$	1,192,325					$	1,192,325
Estimated fair values of the assets and liabilities acquired:
Cash and cash equivalents	$	317,169		$	—		$	317,169
Restricted cash	4,951			—			4,951
Accounts receivable	101,470			—			101,470
Inventory	250,989			—			250,989
Prepaid expenses and other current assets	26,893			—			26,893
Property, plant and equipment	75,745			—			75,745
Investments	21,019			(1,091		)	19,928
Intangibles	482,234			—			482,234
Deferred tax charges	13,435			—			13,435
Deferred tax assets	11,473			(1,423		)	10,050
Goodwill	494,809			31,616			526,425
Other non-current assets	4,367			—			4,367
Accounts payable and accrued expenses	(138,576		)	—			(138,576		)
Debt	(255,338		)	—			(255,338		)
Other current liabilities	(33,990		)	—			(33,990		)
Deferred tax liabilities	(154,309		)	5,880			(148,429		)
Other non-current liabilities	(14,255		)	—			(14,255		)
Non-controlling interests	(15,761		)	(34,982		)	(50,743		)
Total purchase consideration	$	1,192,325		$	—		$	1,192,325

The following table summarizes the purchase prices and opening balance sheets for the acquisition of 90.023% controlling interest in Molycorp Silmet on April 1, 2011 and of MMA on April 15, 2011 (in thousands):



(In thousands)	Molycorp Silmet April 1, 2011			MMA April 15, 2011
Purchase consideration:
Cash consideration	$	9,021		$	17,500
Fair value of Molycorp common stock issued	72,653			—
Total purchase consideration	$	81,674		$	17,500
Fair values of the assets and liabilities acquired:
Cash	$	105		$	6,395
Accounts receivable and other current assets	8,626			5,474
Inventory	37,404			11,327
Property, plant and equipment, net	63,393			4,512
Intangible assets subject to amortization	2,669			—
Goodwill	1,455			1,977
Liabilities	(19,974		)	(8,989		)
Deferred tax liabilities	—			(3,196		)
Long-term debt	(3,184		)	—
Noncontrolling interest	(8,820		)	—
Total purchase consideration	$	81,674		$	17,500

Summary of actual and pro forma information

The amounts of Molycorp Canada's revenues, earnings and earnings per share included in the Company’s consolidated statements of operations since the acquisition date, and the revenues, earnings and earnings per share of the combined entity had the acquisition date been January 1, 2011, were as follows:



(In thousands, except per share amounts)	Revenues		Net Income (Loss)			Net Income (Loss) Attributable To Molycorp			EPS Basic
Actual June 11, 2012 to December 31, 2012 (acquiree)	$	307,918	$	(338,347	)	$	(344,173	)	$	(3.21	)
Unaudited pro forma January 1, 2012 to December 31, 2012 (combined entity)	$	863,728	$	(463,716	)	$	(473,249	)	$	(4.53	)
Unaudited pro forma January 1, 2011 to December 31, 2011 (combined entity)	$	1,196,876	$	241,903		$	231,772		$	2.66

The pro forma revenues, earnings and earnings per share of the Company had both acquisitions occurred on January 1, 2011, were as follows:



(In thousands, except per share amounts)	Revenues		Net Income			Net Income Attributable To Molycorp			EPS Basic
Unaudited pro forma January 1, 2011 to December 31, 2011 (combined entity)	$	430,305	$	105,397		$	104,590		$	1.13
Unaudited pro forma January 1, 2010 to December 31, 2010 (combined entity)	$	85,549	$	(30,920	)	$	(31,329	)	$	(0.50	)

Schedule of Business Acquisitions, Transaction Costs by Type

For the year ended December 31, 2012, the Company recognized approximately $62.0 million of transaction costs related to the Molycorp Canada acquisition in the consolidated statement of operations and comprehensive income as follows (in thousands):



Corporate development
Legal, accounting and advisory fees	$	16,498
Other expenses:
Contingent forward contract loss	$	37,589
Interest expense:
Bridge loan fee	$	7,937