Hycroft Mining Holding Corp 10-Q for FY2023 Q2

Hycroft Mining Holding Corp (HYMC)

10-Q 2023-07-26 For: 2023-06-30

Added on April 12, 2026

About this 10-Q

Hycroft Mining Holding Corp filed this 10-Q on July 26, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $3.83M a year earlier
Net loss: $13.89M; compared with a net loss of $8.98M a year earlier
Diluted EPS: -$0.07; compared with -$0.05 a year earlier

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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	23
	3	Quantitative and Qualitative Disclosures about Market Risk	35
	4	Controls and Procedures	33

II	1	Legal Proceedings	31
	1A	Risk Factors	35
	2	Unregistered Sales of Equity Securities and Use of Proceeds	35
	3	Defaults Upon Senior Securities	35
	4	Mine Safety Disclosures	35
	5	Other Information	35
	6	Exhibits	35
		Signatures	37


			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 July 25, 2023, there were 201,954,021 shares of the Company’s common stock and no shares of the Company’s preferred stock issued and outstanding.


	June 30, 2023		December 31, 2022
	(unaudited)
Assets:
Cash and cash equivalents	$	117,064	$	141,984
Materials and supplies inventories, net – Note 3	2,794		2,808
Prepaids and deposits – Note 4	4,231		2,840
Income tax receivable	1,530		1,530
Interest receivable	539		459
Accounts receivable	—		2,771
Current assets	126,158		152,392
Property, plant and equipment, net – Note 5	54,142		54,832
Restricted cash – Note 6	34,682		33,982
Assets held for sale – Note 7	7,148		7,148
Prepaids – Note 4	600		600
Total assets	$	222,730	$	248,954
Liabilities:
Accounts payable and accrued expenses – Note 8	$	1,713	$	5,644
Debt, net – Note 9	2,328		2,328
Contract liabilities – Note 10	1,150		1,050
Other liabilities – Note 11	1,804		3,011
Current liabilities	6,995		12,033
Debt, net – Notes 9 and 20	137,527		132,690
Deferred gain on sale of royalty	29,837		29,837
Asset retirement obligation – Note 12	10,674		10,302
Warrant liabilities – Notes 13 and 14	59		786
Other liabilities – Note 11	24		—
Total liabilities	185,116		185,648
Commitments and contingencies – Note 22
Stockholders’ equity:
Common stock, $0.0001 par value; 1,400,000,000 shares authorized; 201,954,021 issued and outstanding at June 30, 2023, and 200,270,659 issued and outstanding at December 31, 2022 – Note 14	20		20
Additional paid-in capital – Note 14	735,543		733,437
Accumulated deficit	(697,949)		(670,151)
Total stockholders’ equity	37,614		63,306
Total liabilities and stockholders’ equity	$	222,730	$	248,954


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues – Note 15	$	—	$	3,831	$	—	$	12,997
Cost of sales:
Production costs	—		3,634		—		13,217
Depreciation and amortization – Note 2	—		632		—		1,552
Mine site period costs – Note 2	—		2,551		—		9,020
Total cost of sales	—		6,817		—		23,789
Operating expenses:
Projects, exploration, and development	5,293		151		8,774		1,189
General and administrative	3,706		5,248		7,045		8,320
Mine site period costs – Note 2	2,822		—		6,631		—

Gain on settlement of accrued liability – Note 8	(1,151)		—		(1,151)		—
Depreciation and amortization – Note 2	711		—		1,429		—
Accretion – Note 12	186		102		372		204

Loss from operations	(11,567)		(8,487)		(23,100)		(20,505)
Other (expense) income:
Interest expense – Note 9	(4,587)		(4,198)		(9,023)		(9,544)
Interest income	2,121		20		4,059		20
Fair value adjustment to warrants – Notes 13 and 20	59		3,706		181		(1,615)


Gain (loss) on sale of equipment and supplies inventories	85		(23)		85		602
Net loss	$	(13,889)	$	(8,982)	$	(27,798)	$	(31,042)



Loss per share:
Basic – Note 18	$	(0.07)	$	(0.05)	$	(0.14)	$	(0.22)
Diluted – Note 18	$	(0.07)	$	(0.05)	$	(0.14)	$	(0.22)
Weighted average shares outstanding:
Basic – Note 18	200,820,986		197,116,341		200,547,312		139,479,103
Diluted – Note 18	200,820,986		197,116,341		200,547,312		139,479,103


	Six Months Ended June 30,
	2023		2022
Cash flows used in operating activities:
Net loss	$	(27,798)	$	(31,042)
Adjustments to reconcile net loss for the period to net cash used in operating activities:
Non-cash portion of interest expense – Note 9	6,000		6,937
(Gain) loss on fair value adjustment for warrant liabilities – Note 13	(181)		1,615
Gain on settlement of accrued liability – Note 8	(1,151)		—
Depreciation and amortization – Note 5	1,429		1,552
Stock-based compensation	1,560		1,023

Accretion – Note 12	372		204
Gain on sale of equipment	(85)		(602)
Changes in operating assets and liabilities:
Accounts receivable	2,771		—

Interest receivable	(80)		—
Production-related inventories	—		3,935
Materials and supplies inventories, net	13		315
Prepaids	(1,763)		(2,468)
Accounts payable and accrued expenses	(2,426)		(1,634)
Contract liabilities – Notes 7 and 10	100		—
Other liabilities	(1,195)		(1,918)
Net cash used in operating activities	(22,434)		(22,083)
Cash flows (used in) provided by investing activities:
Additions to property, plant and equipment	(726)		(490)
Proceeds from sale of equipment	103		1,383
Proceeds from assets held for sale	—		1,890
Net cash (used in) provided by investing activities	(623)		2,783
Cash flows (used in) provided by financing activities:
Principal payments on debt	(1,100)		(24,956)
Principal payments on notes payable	(63)		(62)
Proceeds from issuance of common stock and warrants, net of issuance costs – Note 14	—		188,974
Net cash (used in) provided by financing activities	(1,163)		163,956
Net (decrease) increase in cash, cash equivalents, and restricted cash	(24,220)		144,656
Cash, cash equivalents, and restricted cash, beginning of period	175,966		46,635
Cash, cash equivalents, and restricted cash, end of period	$	151,746	$	191,291
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	117,064	$	157,781
Restricted cash	34,682		33,510
Total cash, cash equivalents, and restricted cash	$	151,746	$	191,291


	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 14	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
Issuance of common stock and warrants – Note 14	—	—			(2,226)		—		(2,226)
Stock-based compensation costs	—	—			619		—		619
Stock issuance – other	137,500	—			158		—		158
Vesting of restricted stock units	460,858	—			40		—		40
Net loss	—	—			—		(8,982)		(8,982)
Balance at June 30, 2022	197,401,877	$	20		$	729,240	$	(640,365)	$	88,895


	June 30, 2023		December 31, 2022
Current prepaids and deposits:
Prepaids:
Insurance	$	3,168	$	1,221
Mining claims fees and permit fees	258		940

License fees	354		287
Other	258		154
Deposits	193		238
Total current prepaids and deposits	$	4,231	$	2,840

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


	Depreciation Life or Method	June 30, 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	9,389		9,280
Mine equipment	5 - 7 years	5,059		4,872
Vehicles	3 - 5 years	1,700		1,578
Furniture and office equipment	7 years	522		370
Mineral properties(1)	Units-of-production	50		—
Construction in progress and other		35,810		35,721
		87,263		86,554
Less, accumulated depreciation and amortization		(33,121)		(31,722)
Total		$	54,142	$	54,832


			FORM 10-Q


			(Mark One)


	June 30, 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 $9.4 million	$	42,507	$	42,503
Subordinated Notes	96,741		92,080
Notes payable	141		205
Less, debt issuance costs	(1,862)		(2,098)
Total	$	137,527	$	132,690


July 1, 2023 through December 31, 2023	$	1,163
2024	2,329
2025	1,154
2026	22
2027	146,431
Total	151,099
Less, original issue discount, net of accumulated amortization of $10.8 million	(9,382)
Less, debt issuance costs, net of accumulated amortization of $3.1 million	(1,862)
Total debt, net	$	139,855


	June 30, 2023		December 31, 2022
Reclamation and other surety bond cash collateral	$	34,682	$	33,982


	June 30, 2023		December 31, 2022
Accounts payable	$	685	$	1,773
Accrued expenses	1,028		3,871
Total	$	1,713	$	5,644


	June 30, 2023		December 31, 2022
Assets held for sale
Equipment not in use(1)	$	1,150	$	1,050
Total	$	1,150	$	1,050


	June 30, 2023		December 31, 2022
Other liabilities, current:
Accrued compensation	$	1,765	$	2,868



Excise tax liability	—		96
Accrued directors fees	39		36
Operating lease liability	—		11
Total	$	1,804	$	3,011

Other liabilities, non-current

Operating lease liability	$	24	$	—


	June 30, 2023		December 31, 2022
Balance, beginning of period	$	10,302	$	5,193
Accretion	372		408
Change in estimates	—		4,701
Balance, end of period	$	10,674	$	10,302


	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
5-Year Private Warrants	9,126,515	$	786	—	$	(181)	(6,540,491)	$	(546)	2,586,024	$	59


	Balance at December 31, 2021			Warrant Issuances			Balance at June 30, 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


	Balance at December 31, 2022			Transfers from 5-Year Private Warrants(1)				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


	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	31,703,874
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 June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	Amount		Ounces Sold	Amount		Ounces Sold	Amount		Ounces Sold	Amount		Ounces Sold
Gold sales	$	—	—	$	3,695	1,966	$	—	—	$	12,601	6,740
Silver sales	—		—	136		5,940	—		—	396		16,879
Total	$	—		$	3,831		$	—		$	12,997


	June 30,
	2023	2022
Warrants(1)	90,690	94,259
Restricted stock units	6,667	3,224
Total	97,357	97,483


	Three Months Ended June 30,						Six months ended June 30,
	Hycroft Mine		Corporate and Other		Total		Hycroft Mine		Corporate and Other		Total
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)
Interest expense – Note 8	—		(4,587)		(4,587)		—		(9,023)		(9,023)
Interest income	612		1,509		2,121		1,076		2,983		4,059
Fair value adjustment to warrants – Notes 10 and 18	—		59		59		—		181		181
Gain on sale of equipment	85		—		85		85		—		85




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

2022
Revenues – Note 13	$	3,831	$	—	$	3,831	$	12,997	$	—	$	12,997
Cost of sales	6,817		—		6,817		23,789		—		23,789
Other operating costs	253		5,248		5,501		1,393		8,320		9,713
Loss from operations	(3,239)		(5,248)		(8,487)		(12,185)		(8,320)		(20,505)
Interest expense – Note 8	(2)		(4,196)		(4,198)		(6)		(9,538)		(9,544)
Fair value adjustment to warrants – Notes 10 and 18	—		3,706		3,706		—		(1,615)		(1,615)
Interest income	20		—		20		20		—		20
Gain on sale of equipment	(23)		—		(23)		602		—		602


Net loss	$	(3,244)	$	(5,738)	$	(8,982)	$	(11,569)	$	(19,473)	$	(31,042)


	Hierarchy Level	June 30, 2023		December 31, 2022
5-Year Private Warrants	2	$	59	$	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)	21,092		4,299		12,862		3,930		—
Crofoot Royalty(4)	4,344		—		—		—		4,344
Financing activities:
Repayments of debt principal(3)	144,339		127		141		144,072		—
Additional interest payments(5)	4,949		2,200		2,749		—		—
Total	$	492,019	$	6,626	$	20,469	$	152,892	$	312,032


10.1						Second Amendment to Second Amended and Restated Credit Agreement, dated July 1, 2023, by and among the registrant and Sprott Private Resource Lending II (Collector), LP, Sprott Resource Lending Corp., and certain subsidiaries of the registrant as guarantors (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 3, 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: July 26, 2023	By:	/s/ Diane R. Garrett
		Diane R. Garrett President and Chief Executive Officer (Principal Executive Officer)

Date: July 26, 2023	By:	/s/ Stanton Rideout
		Stanton Rideout Executive Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)


July 26, 2023			/s/ Diane R. Garrett
			Diane R. Garrett
			President and Chief Executive Officer


July 26, 2023			/s/ Stanton Rideout
			Stanton Rideout
			Executive Vice President and Chief Financial Officer