Hycroft Mining Holding Corp 10-Q for FY2023 Q1

Hycroft Mining Holding Corp (HYMC)

10-Q 2023-05-01 For: 2023-03-31

Added on April 12, 2026

About this 10-Q

Hycroft Mining Holding Corp filed this 10-Q on May 1, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).

Headline figures

Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $9.17M a year earlier
Net loss: $13.91M; compared with a net loss of $22.06M a year earlier
Diluted EPS: -$0.07; compared with -$0.27 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Delaware		82-2657796
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	4300 Water Canyon Road, Unit 1 Winnemucca, Nevada 89445
	(Address of principal executive offices) (Zip code)
	(775) 304-0260
	(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	HYMC	The Nasdaq Capital Market
Warrants to purchase common stock	HYMCW	The Nasdaq Capital Market
Warrants to purchase common stock	HYMCL	The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None



			Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
			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 ☒ No ☐
			Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
			Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


			Page
PART	ITEM
I	1	Financial Statements	3
	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	3	Quantitative and Qualitative Disclosures about Market Risk	33
	4	Controls and Procedures	31

II	1	Legal Proceedings	29
	1A	Risk Factors	33
	2	Unregistered Sales of Equity Securities	33
	3	Defaults Upon Senior Secured Equity	33
	4	Mine Safety Disclosures	33
	5	Other Information	33
	6	Exhibits	34
		Signatures	35


			Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets			4
Unaudited Condensed Consolidated Statements of Operations			5
Unaudited Condensed Consolidated Statements of Cash Flows			6
Unaudited Condensed Consolidated Statements of Stockholders’ Equity			7
Notes to Unaudited Condensed Consolidated Financial Statements			8


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


			HYCROFT MINING HOLDING CORPORATION
			(Exact name of registrant as specified in its charter)


			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



			Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒


			As of April 28, 2023, there were 200,270,659 shares of the Company’s common stock and no shares of the Company’s preferred stock issued and outstanding.


	March 31, 2023		December 31, 2022
	(unaudited)
Assets:
Cash and cash equivalents	$	131,987	$	141,984
Materials and supplies inventories, net – Note 3	2,746		2,808
Prepaids and deposits – Note 4	2,048		2,840
Income tax receivable	1,530		1,530
Interest receivable	512		459
Accounts receivable	—		2,771
Current assets	138,823		152,392
Property, plant and equipment, net – Note 5	54,381		54,832
Restricted cash – Note 6	34,308		33,982
Assets held for sale – Note 7	7,148		7,148
Prepaids – Note 4	600		600
Total assets	$	235,260	$	248,954
Liabilities:
Accounts payable and accrued expenses	$	4,562	$	5,644
Debt, net – Note 8	2,328		2,328
Contract liabilities - Note 7	1,050		1,050
Other liabilities – Note 9	1,254		3,011
Current liabilities	9,194		12,033
Debt, net – Notes 8 and 18	135,072		132,690
Deferred gain on sale of royalty	29,837		29,837
Asset retirement obligation – Note 10	10,488		10,302
Warrant liabilities – Notes 11 and 12	133		786

Total liabilities	$	184,724	$	185,648
Commitments and contingencies – Note 20
Stockholders’ equity:
Common stock, $0.0001 par value; 1,400,000,000 shares authorized; 200,270,659 issued and outstanding at March 31, 2023, and 200,270,659 issued and outstanding at December 31, 2022 – Note 12	$	20	$	20
Additional paid-in capital – Note 12	734,576		733,437
Accumulated deficit	(684,060)		(670,151)
Total stockholders’ equity	50,536		63,306
Total liabilities and stockholders’ equity	$	235,260	$	248,954


	Three Months Ended March 31,
		2023		2022
Revenues – Note 13		$	—	$	9,166
Cost of sales:
Production costs		—		9,583
Depreciation and amortization – Note 2		—		920
Mine site period costs – Note 2		—		6,469
Total cost of sales		—		16,972
Operating expenses:
Mine site period costs – Note 2		3,809		—
Projects, exploration, and development		3,481		1,038
General and administrative		3,339		3,072

Depreciation and amortization – Note 2		718		—
Accretion – Note 10		186		102

Loss from operations		(11,533)		(12,018)
Other (expense) income:
Interest expense – Note 8		(4,436)		(5,346)
Interest income		1,938		—
Fair value adjustment to warrants – Notes 11 and 18		122		(5,321)


Gain on sale of equipment and supplies inventories		—		625
Net loss		(13,909)		(22,060)



Loss per share:
Basic – Note 16		$	(0.07)	$	(0.27)
Diluted – Note 16		$	(0.07)	$	(0.27)
Weighted average shares outstanding:
Basic – Note 16		200,270,659		81,201,453
Diluted – Note 16		200,270,659		81,201,453


	Three Months Ended March 31,
	2023		2022
Cash flows used in operating activities:
Net loss	$	(13,909)	$	(22,060)
Adjustments to reconcile net loss for the period to net cash used in operating activities:
Non-cash portion of interest expense – Note 8	2,963		3,835
(Gain) loss on fair value adjustment for warrant liabilities – Note 11	(122)		5,321

Depreciation and amortization – Note 5	718		920
Stock-based compensation	608		401

Accretion – Note 10	186		102
Gain on sale of equipment	—		(625)
Changes in operating assets and liabilities:
Accounts receivable	2,771		—

Interest receivable	(53)		—
Production-related inventories	—		6,137
Materials and supplies inventories, net	62		166
Prepaids and deposits	792		1,161
Accounts payable and accrued expenses	(1,082)		(2,848)

Other liabilities	(1,752)		574
Net cash used in operating activities	(8,818)		(6,916)
Cash flows (used in) provided by investing activities:
Additions to property, plant and equipment	(271)		(351)
Proceeds from sale of equipment	—		711
Proceeds from assets held for sale	—		1,250
Net cash (used in) provided by investing activities	(271)		1,610
Cash flows (used in) provided by financing activities:
Principal payments on debt	(550)		(24,406)
Principal payments on notes payable	(32)		(31)
Proceeds from issuance of common stock and warrants, net of issuance costs - Note 12	—		190,179
Net cash (used in) provided by financing activities	(582)		165,742
Net (decrease) increase in cash, cash equivalents, and restricted cash	(9,671)		160,436
Cash, cash equivalents, and restricted cash, beginning of period	175,966		46,635
Cash, cash equivalents, and restricted cash, end of period	$	166,295	$	207,071
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	131,987	$	172,778
Restricted cash	34,308		34,293
Total cash, cash equivalents, and restricted cash	$	166,295	$	207,071


	Common Stock			Additional Paid-in Capital	Accumulated Deficit		Total Stockholders’ (Deficit) Equity
	Shares	Amount
Balance at January 1, 2022(1)	60,433,455	$	6		$	540,823	$	(609,323)	$	(68,494)
Issuance of common stock and warrants – Note 12	136,370,064	14			189,398		—		189,412
Stock-based compensation costs	—	—			391		—		391
Vesting of restricted stock units	—	—			37		—		37
Net loss	—	—			—		(22,060)		(22,060)
Balance at March 31, 2022	196,803,519	$	20		$	730,649	$	(631,383)	$	99,286


	March 31, 2023		December 31, 2022
Current prepaids and deposits:
Prepaids:
Insurance	$	703	$	1,221
Mining claims fees and permit fees	418		940
Prepaid taxes	232		—
License fees	299		287
Other	203		154
Deposits	193		238
Total current prepaids and deposits	$	2,048	$	2,840

Non-current prepaids:
Royalty – advance payment on Crofoot Royalty	$	600	$	600


	Depreciation Life or Method	March 31, 2023		December 31, 2022
Production leach pads	Units-of-production	$	11,190	$	11,190
Test leach pads	18 months	6,241		6,241
Process equipment	5 - 15 years	17,302		17,302
Buildings and leasehold improvements	10 years	9,342		9,280
Mine equipment	5 - 7 years	4,975		4,872
Vehicles	3 - 5 years	1,578		1,578
Furniture and office equipment	7 years	370		370
Mineral properties(1)	Units-of-production	50		—
Construction in progress and other		35,780		35,721
		$	86,828	$	86,554
Less, accumulated depreciation and amortization		(32,447)		(31,722)
Total		$	54,381	$	54,832


			FORM 10-Q


			(Mark One)


	March 31, 2023		December 31, 2022
Debt, net, current:
Sprott Credit Agreement	$	2,200	$	2,200
Notes payable	128		128

Total	$	2,328	$	2,328

Debt, net, non-current:
Sprott Credit Agreement, net of original issue discount of $9.9 million	$	42,503	$	42,503
Subordinated Notes	94,380		92,080
Notes payable	172		205
Less, debt issuance costs	(1,983)		(2,098)
Total	$	135,072	$	132,690


April 1, 2023 through December 31, 2023	$	1,745
2024	2,329
2025	1,154
2026	22
2027	144,070
Total	149,320
Less, original issue discount, net of accumulated amortization of $10.2 million	(9,937)
Less, debt issuance costs, net of accumulated amortization of $3.0 million	(1,983)
Total debt, net	$	137,400


	March 31, 2023		December 31, 2022
Reclamation and other surety bond cash collateral	$	34,308	$	33,982


	March 31, 2023		December 31, 2022
Other liabilities:
Accrued compensation	$	1,210	$	2,868



Excise tax liability	—		96
Accrued directors fees	38		36
Operating lease liability	6		11
Total	$	1,254	$	3,011


	March 31, 2023		December 31, 2022
Balance, beginning of period	$	10,302	$	5,193
Accretion	186		408
Change in estimates	—		4,701
Balance, end of period	$	10,488	$	10,302


	Balance at			Fair Value			Transfers to			Balance at
	December 31, 2022			Adjustments(1)			5-Year Public Warrants			March 31, 2023
	Warrants	Amount		Warrants	Amount		Warrants	Amount		Warrants	Amount
5-Year Private Warrants	9,126,515	$	786	—	$	(122)	(6,176,794)	$	(531)	2,949,721	$	133


	Balance at			Transfers from 5-Year Private Warrants(1)				Balance at
	December 31, 2022					March 31, 2023
	Warrants	Amount			Warrants	Amount			Warrants	Amount
5-Year Public Warrants	25,163,383	$	28,954		6,176,794	$	531		31,340,177	$	29,485
Public Offering Warrants	9,583,334	12,938			—	—			9,583,334	12,938
Private Placement Offering Warrants	46,816,480	25,604			—	—			46,816,480	25,604
Total	81,563,197	$	67,496		6,176,794	$	531		87,739,991	$	68,027


	Balance at December 31, 2021			Warrant Issuances			Balance at March 31, 2022
	Warrants	Amount		Warrants	Amount		Warrants	Amount
5-Year Public Warrants	24,811,068	$	28,912	—	$	—	24,811,068	$	28,912
Public Offering Warrants	9,583,334	12,938		—	—		9,583,334	12,938
Private Placement Offering Warrants	—	—		46,816,480	25,604		46,816,480	25,604
Total	34,394,402	$	41,850	46,816,480	$	25,604	81,210,882	$	67,454


	March 15, 2022
Expected term (years)	5
Risk-free interest rate	2.1	%
Expected volatility	118.4	%
Expected dividend yield	—


	Exercise price		Exercise period	Expiration date	Warrants outstanding
5-Year Public Warrants	$	11.50	5 years	May 29, 2025	31,340,177
Public Offering Warrants	$	10.50	5 years	October 6, 2025	9,583,334
Private Placement Offering Warrants	$	1.068	5 years	March 15, 2027	46,816,480


	Three months ended March 31,
		Hycroft Mine		Corporate and Other		Total
2023

Operating costs		$	8,194	$	3,339	$	11,533

Loss from operations		(8,194)		(3,339)		(11,533)
Interest expense – Note 8		—		(4,436)		(4,436)
Interest income		464		1,474		1,938
Fair value adjustment to warrants – Notes 10 and 18		—		122		122





Net loss		$	(7,730)	$	(6,179)	$	(13,909)

2022
Revenues – Note 13		$	9,166	$	—	$	9,166
Cost of sales		16,972		—		16,972
Other operating costs		1,140		3,072		4,212
Loss from operations		(8,946)		(3,072)		(12,018)
Interest expense – Note 8		(4)		(5,342)		(5,346)
Fair value adjustment to warrants – Notes 10 and 18		—		(5,321)		(5,321)
Gain on sale of equipment		625		—		625



Net loss		$	(8,325)	$	(13,735)	$	(22,060)


	Hierarchy Level	March 31, 2023	December 31, 2022
5-Year Private Warrants	2	133	786


	Payments Due by Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
Operating activities:
Net smelter royalty(1)	$	240,500	$	—	$	—	$	—	$	240,500
Remediation and reclamation expenditures(2)	76,795		—		4,717		4,890		67,188
Interest payments(3)	17,869		4,299		12,854		716		—
Crofoot Royalty(4)	4,344		—		—		—		4,344
Financing activities:
Repayments of debt principal(3)	144,373		128		173		144,072		—
Additional interest payments(5)	4,949		2,200		2,749		—		—
Total	$	488,830	$	6,627	$	20,493	$	149,678	$	312,032


10.1						Letter Agreement, dated March 9, 2023, by and among the registrant and Sprott Private Resource Lending II (Collector), LP and Sprott Private Resource Lending II (Co) Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 15, 2023).
31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended*
31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended*
32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
95.1						Mine Safety Disclosures*
99.1						Petition filed by Hycroft Mining Holding Corporation in the Delaware Court of Chancery on April 3, 2023 (incorporated by reference to Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2023).
99.2						Order entered by the Delaware Court of Chancery on April 24, 2023 (incorporated by reference to Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed with the SEC on April 25, 2023 ).
101.INS						Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
101.SCH						Inline XBRL Taxonomy Extension Schema Document*
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*


	HYCROFT MINING HOLDING CORPORATION (Registrant)

Date: May 1, 2023	By:	/s/ Diane R. Garrett
		Diane R. Garrett President and Chief Executive Officer (Principal Executive Officer)

Date: May 1, 2023	By:	/s/ Stanton Rideout
		Stanton Rideout Executive Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)


May 1, 2023			/s/ Diane R. Garrett
			Diane R. Garrett
			President and Chief Executive Officer


May 1, 2023			/s/ Stanton Rideout
			Stanton Rideout
			Executive Vice President and Chief Financial Officer


Mine or Operation1:						Hycroft Mine (MSHA ID# 2601962)
Total # of "Significant and Substantial" Violations Under §104(a)2						—
Total # of Orders Issued Under §104(b)3						—
Total # of Citations and Orders Issued Under §104(d)4						—
Total # of Flagrant Violations Under §110(b)(2)5						—
Total # of Imminent Danger Orders Under §107(a)6						—
Total Amount of Proposed Assessments from MSHA under the Mine Act7						—
Total # of Mining-Related Fatalities8						—
Pending Legal Actions9						—
Legal Actions Instituted10						—
Legal Actions Resolved11						1

1 MSHA assigns an identification number to each mine or operation and may or may not assign separate identification numbers to related facilities. The definition of “mine” under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and minerals preparation facilities.
2 Represents the total number of citations issued by MSHA under Section 104 of the Mine Act for violations of health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.
3 Represents the total number of orders issued under Section 104(b) of the Mine Act, which represents a failure to abate a citation under Section 104(a) of the Mine Act within the period prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines the violation has been abated.
4 Represents the total number of citations and orders issued by MSHA under Section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.
5 Represents the total number of flagrant violations identified by MSHA under Section 110(b)(2) of the Mine Act.
6 Represents the total number of imminent danger orders issued under Section 107(a) of the Mine Act.
7 Amount represents the total United States dollar value of proposed assessments received from MSHA during the three months ended March 31, 2023.
8 Represents the total number of mining-related fatalities at mines subject to the Mine Act pursuant to Section 1503(a)(1)(G) of the Financial Reform Act.
9 Represents the total number of legal actions pending as of March 31, 2023 before the Federal Mine Safety and Health Review Commission as required by Section 1503(a) of the Financial Reform Act.
10 Represents the total number of legal actions instituted as of March 31, 2023 before the Federal Mine Safety and Health Review Commission as required by Section 1503(a) of the Financial Reform Act.
11 Represents the total number of legal actions resolved as of March 31, 2023 before the Federal Mine Safety and Health Review Commission as required by Section 1503(a) of the Financial Reform Act.