Hycroft Mining Holding Corp 10-Q for FY2024 Q2

Hycroft Mining Holding Corp (HYMC)

10-Q 2024-08-06 For: 2024-06-30

Added on April 12, 2026

About this 10-Q

Hycroft Mining Holding Corp filed this 10-Q on August 6, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $13.18M; compared with a net loss of $13.89M a year earlier
Diluted EPS: -$0.57; compared with -$0.69 a year earlier

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Delaware		82-2657796
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	P.O. Box 3030 Winnemucca, Nevada 89446
	(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 Stock Market LLC
Warrants to purchase common stock	HYMCW	The Nasdaq Stock Market LLC
Warrants to purchase common stock	HYMCL	The Nasdaq Stock Market LLC

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	29
	4	Controls and Procedures	30

II	1	Legal Proceedings	30
	2	Unregistered Sales of Equity Securities and Use of Proceeds	31
	3	Defaults Upon Senior Securities	31
	4	Mine Safety Disclosures	31
	5	Other Information	31
	6	Exhibits	32
		Signatures	33


			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 August 5, 2024, there were 24,022,151 shares of the Company’s common stock and no shares of the Company’s preferred stock issued and outstanding.


	June 30, 2024		December 31, 2023
	(unaudited)
Assets:
Cash and cash equivalents	$	58,548	$	106,210
Prepaids and deposits – Note 3	4,589		3,326
Supplies inventories, net – Note 4	1,770		1,834
Income tax receivable	1,530		1,530
Securities available-for-sale – Notes 7 and 20	426		—

Interest receivable	360		667
Current assets	67,223		113,567
Property, plant, and equipment, net – Note 5	51,957		53,091
Restricted cash – Note 6	26,935		26,340
Assets held-for-sale – Note 8	7,148		7,148
Securities available-for-sale – Notes 7 and 20	1,277		—
Prepaids – Note 3	919		1,547
Total assets	$	155,459	$	201,693
Liabilities:
Asset retirement obligation – Note 12	$	5,290	$	3,172
Accounts payable and accrued expenses	2,049		1,631
Other liabilities – Note 11	1,459		3,063
Contract liabilities – Note 10	300		1,550
Debt, net – Notes 9 and 21	105		2,330
Current liabilities	9,203		11,746
Debt, net – Notes 9 and 21	119,181		142,617
Deferred gain on sale of royalty	29,839		29,839
Asset retirement obligation – Note 12	6,953		4,801
Warrant liabilities – Notes 13 and 20	14		26
Other liabilities – Note 11	—		8
Total liabilities	165,190		189,037
Commitments and contingencies – Note 22
Stockholders’ equity – Note 14
Common stock, $0.0001 par value; 1,400,000,000 shares authorized; 24,022,151 issued and outstanding at June 30, 2024, and 20,736,612 issued and outstanding at December 31, 2023, respectively	21		21
Additional paid-in capital	749,346		737,810
Accumulated deficit	(759,098)		(725,175)

Total stockholders’ (deficit) equity	(9,731)		12,656
Total liabilities and stockholders’ equity	$	155,459	$	201,693


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating expenses:
Projects, exploration, and development	$	5,053	$	5,293	$	9,956	$	8,774
General and administrative	3,906		3,706		6,820		7,045
Mine site period costs – Note 2	2,488		2,822		5,060		6,631
Asset retirement obligation adjustment	1,972		—		3,964		—
Depreciation and amortization – Note 2	567		711		1,183		1,429
Accretion – Note 12	295		186		527		372
Gain on settlement of accrued liability	—		(1,151)		—		(1,151)

Loss from operations	(14,281)		(11,567)		(27,510)		(23,100)
Other expense (income):
Interest expense, including accelerated amortization of discount and issuance costs of $6,871 – Note 9	3,218		4,587		13,338		9,023


Interest income	(1,058)		(2,121)		(2,353)		(4,059)
Other income, net – Note 19	(3,261)		(144)		(4,565)		(266)
Net loss	$	(13,180)	$	(13,889)	$	(33,930)	$	(27,798)



Loss per share:
Basic – Note 17	$	(0.57)	$	(0.69)	$	(1.55)	$	(1.39)
Diluted – Note 17	$	(0.57)	$	(0.69)	$	(1.55)	$	(1.39)
Weighted average shares outstanding:
Basic – Note 17	22,983,276		20,082,098		21,903,372		20,054,731
Diluted – Note 17	22,983,276		20,082,098		21,903,372		20,054,731


	Six Months Ended June 30,
	2024		2023
Cash flows used in operating activities:
Net loss	$	(33,930)	$	(27,798)
Adjustments to reconcile net loss for the period to net cash used in operating activities:
Non-cash interest expense – Note 9	12,396		6,000
Asset retirement obligation adjustments – Note 12	3,963		—
Stock-based compensation – Note 15	1,479		1,560
Depreciation and amortization – Notes 2 and 5	1,183		1,429
Accretion – Note 12	527		372
Unrealized loss on securities	490		—
Loss (gain) on sale of equipment, net of commissions	131		(85)
Write-down of supplies inventories	12		—

Gain on fair value adjustment for warrant liabilities – Notes 13 and 20	(7)		(181)
Gain on settlement of accounts payable	—		(1,151)
Gain on non-refundable deposit – Note 10	(1,550)		—
Gain on sale of patents	(3,641)		—
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	416		(2,426)

Interest receivable	307		(80)

Contract liabilities – Note 10	300		100
Supplies inventories, net – Note 4	52		13
Other receivable	—		2,771
Prepaids – Note 3	(316)		(1,763)
Other assets, non-current	(319)		—
Other liabilities – Note 11	(1,824)		(1,195)
Net cash used in operating activities	(20,331)		(22,434)
Cash flows provided by (used in) investing activities:
Proceeds from patent sale	1,447		—
Proceeds from sale of equipment	270		103
Additions to property, plant, and equipment	(449)		(726)
Net cash provided by (used in) by investing activities	1,268		(623)
Cash flows provided by (used in) financing activities:
Proceeds from issuance of common stock, net of issuance costs – Note 14	10,053		—
Principal payments on notes payable	(62)		(63)

Principal payments on debt – Note 9	(37,995)		(1,100)
Net cash used in financing activities	(28,004)		(1,163)
Net decrease in cash, cash equivalents, and restricted cash	(47,067)		(24,220)
Cash, cash equivalents, and restricted cash, beginning of period	132,550		175,966
Cash, cash equivalents, and restricted cash, end of period	$	85,483	$	151,746
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	58,548	$	117,064
Restricted cash	26,935		34,682
Total cash, cash equivalents, and restricted cash	$	85,483	$	151,746


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2023	20,027,065	$	20	$	733,437	$	(670,151)	$	63,306

Stock-based compensation costs	—	—		608		—		608
5-Year Private Warrants transferred to 5-Year Public Warrants	—	—		531		—		531

Net loss	—	—		—		(13,909)		(13,909)
Balance at March 31, 2023	20,027,065	$	20	$	734,576	$	(684,060)	$	50,536

Stock-based compensation costs	—	—		952		—		952
5-Year Private Warrants transferred to 5-Year Public Warrants	—	—		15		—		15
Vesting of restricted stock units	168,336	—		—		—		—
Net loss	—	—		—		(13,889)		(13,889)
Balance at June 30, 2023	20,195,401	$	20	$	735,543	$	(697,949)	$	37,614


	June 30, 2024		December 31, 2023
Current prepaids and deposits:
Prepaids:
Insurance	$	2,151	$	1,631
Surety bond fees	1,486		643
License fees	268		280


Mining claims fees and permit fees	250		495
Other	247		73
Deposits	187		204
Total	$	4,589	$	3,326

Non-current prepaids:
Insurance	$	319	$	947
Royalty – advance payment on Crofoot Royalty	600		600
Total	$	919	$	1,547


	Depreciation Life or Method	June 30, 2024		December 31, 2023
Production leach pads	Units-of-production	$	11,190	$	11,190
Test leach pads	18 months	6,241		6,241
Process equipment	5 - 15 years	17,628		17,556
Buildings and leasehold improvements	10 years	9,419		9,419
Mine equipment	5 - 7 years	4,750		4,732
Vehicles	3 - 5 years	1,700		1,700
Furniture and office equipment	7 years	713		713
Mineral properties	Units-of-production	50		50
Construction in progress and other		35,476		35,504
		87,167		87,105
Less, accumulated depreciation and amortization		(35,210)		(34,014)
Total		$	51,957	$	53,091


			FORM 10-Q


			(Mark One)



2024	$	65
2025	54
2026	22
2027	121,785
2028	—
Sub-total	121,926
Less, original issue discount, net of accumulated amortization of $18,114	(2,217)
Less, debt issuance costs, net of accumulated amortization of $4,464	(423)
Total debt, net	$	119,286


	Exercise price		Exercise period	Expiration date	Warrants outstanding
5-Year Public Warrants	$	11.50	5 years	May 29, 2025	33,619,298
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


	June 30, 2024		December 31, 2023
Surety bond cash collateral	$	26,882	$	26,287
Credit card cash collateral	53		53
Total	$	26,935	$	26,340


	June 30, 2024		December 31, 2023
Securities available-for-sale, current	$	426	$	—
Securities available-for-sale, non-current(1)	1,277		—
Total	$	1,703	$	—


	June 30, 2024		December 31, 2023
Debt, net, current:
Sprott Credit Agreement	$	—	$	2,200
Notes payable	105		130

Total	$	105	$	2,330

Debt, net, non-current:
Sprott Credit Agreement, net of original issue discount of $2,217 as of June 30, 2024, and $8,259 as of December 31, 2023, net of amortization	$	12,784	$	42,530
Subordinated Notes	106,784		101,639
Notes payable	36		76
Less, debt issuance costs	(423)		(1,628)
Total	$	119,181	$	142,617


	June 30, 2024		December 31, 2023
Other liabilities, current
Accrued compensation and benefits	$	1,385	$	3,000




Accrued directors fees	56		38
Operating lease liability	18		25
Total	$	1,459	$	3,063

Other liabilities, non-current

Operating lease liability	$	—	$	8


	June 30, 2024		December 31, 2023
Balance, beginning of period	$	7,973	$	10,302
Accretion	527		1,087
Spending	(221)		(529)
Change in estimates	3,964		(2,887)
Balance, end of period	$	12,243	$	7,973

Current	$	5,290	$	3,172
Non-current	$	6,953	$	4,801


Balance at			Fair Value			Transfers to			Balance at
December 31, 2022			Adjustments(1)			5-Year Public Warrants			June 30, 2023
Warrants	Amount		Warrants	Amount		Warrants	Amount		Warrants	Amount
9,126,515	$	786	—	$	(181)	(6,540,491)	$	(546)	2,586,024	$	59


	Balance at December 31, 2022			Transfers from 5-Year Private Warrants				Balance at June 30, 2023
	Warrants	Amount			Warrants	Amount			Warrants	Amount
5-Year Public Warrants	25,163,383	$	28,954		6,540,491	$	546		31,703,874	$	29,500
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		6,540,491	$	546		88,103,688	$	68,042


	Balance at December 31, 2023			Transfers from 5-Year Private Warrants(1)				Balance at June 30, 2024

	Warrants	Amount			Warrants	Amount			Warrants	Amount
5-Year Public Warrants	33,424,476	$	29,539		194,822	$	5		33,619,298	$	29,544
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	89,824,290	$	68,081		194,822	$	5		90,019,112	$	68,086


	June 30,
	2024	2023
Shares upon exercise of warrants (1 for 2023 only)	9,069	9,069
Restricted stock units	700	667
Total	9,769	9,736


	Three Months Ended June 30, 2024						Six Months Ended June 30,
	Hycroft Mine		Corporate and Other		Total		Hycroft Mine		Corporate and Other		Total
2024

Operating costs	$	10,348	$	3,933	$	14,281	$	20,690	$	6,820	$	27,510

Loss from operations	(10,348)		(3,933)		(14,281)		(20,689)		(6,820)		(27,510)
Other income, net – Note 19	(111)		(3,150)		(3,261)		(1,407)		(3,158)		(4,565)

Interest expense – Note 9	1		3,217		3,218		2		13,336		13,338

Interest income	(300)		(758)		(1,058)		(755)		(1,598)		(2,353)



Net loss	$	(9,938)	$	(3,242)	$	(13,180)	$	(18,530)	$	(15,400)	$	(33,930)

2023


Operating costs	$	7,861	$	3,706	$	11,567	$	16,055	$	7,045	$	23,100
Loss from operations	(7,861)		(3,706)		(11,567)		(16,055)		(7,045)		(23,100)
Other income, net – Note 19	(85)		(59)		(144)		(85)		(181)		(266)
Interest expense – Note 9	—		4,587		4,587		—		9,023		9,023

Interest income	(612)		(1,509)		(2,121)		(1,076)		(2,983)		(4,059)


Net loss	$	(7,164)	$	(6,725)	$	(13,889)	$	(14,894)	$	(12,904)	$	(27,798)


	Hierarchy Level	June 30, 2024		December 31, 2023
5-Year Private Warrants	2	$	14	$	26


	Payments Due by Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
Operating activities:
Sprott Royalty Agreement(1)	$	241,199	$	—	$	—	$	—	$	241,199
Remediation and reclamation expenditures(2)	99,170		6,061		3,299		—		89,810
Interest payments(3)	5,147		1,765		3,382		—		—
Crofoot Royalty(4)	4,344		—		—		—		4,344
Financing activities:
Repayments of debt principal(5)	95,141		105		15,036		80,000		—

Total	$	445,001	$	7,931	$	21,717	$	80,000	$	335,353


10.1						Employment Agreement, dated as of May 29, 2024, by and between the registrant and Rebecca A. Jennings (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 30, 2024)†
10.2						Employment Agreement, dated as of May 28, 2024, by and between the registrant and David B. Thomas (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 30, 2024)†
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*
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: August 6, 2024	By:	/s/ Diane R. Garrett
		Diane R. Garrett President and Chief Executive Officer (Principal Executive Officer)

Date: August 6, 2024	By:	/s/ Stanton Rideout
		Stanton Rideout Executive Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)


August 6, 2024			/s/ Diane R. Garrett
			Diane R. Garrett
			President and Chief Executive Officer


August 6, 2024			/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 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 six months ended June 30, 2024.
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 June 30, 2024 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 June 30, 2024 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 June 30, 2024 before the Federal Mine Safety and Health Review Commission as required by Section 1503(a) of the Financial Reform Act.