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HYCROFT MINING HOLDING CORP

For the period ended Sep 30, 2024. Filed Nov 5, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 5, 2024

HYMC$18.87-11.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets4
Unaudited Condensed Consolidated Statements of Operations5
Unaudited Condensed Consolidated Statements of Cash Flows6
Unaudited Condensed Consolidated Statements of Stockholders’ Equity7
Notes to Unaudited Condensed Consolidated Financial Statements9

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)

September 30,2024December 31,2023
(unaudited)
Assets:
Cash and cash equivalents$55,834$106,210
Prepaids and deposits – Note 34,2773,326
Income tax receivable – Note 251,5301,530
Supplies inventories, net – Note 41,4451,834
Securities available-for-sale – Notes 5 and 10708—
Interest receivable326667
Other receivables7—
Current assets64,127113,567
Property, plant, and equipment, net – Note 651,96453,091
Restricted cash – Note 727,24026,340
Assets held-for-sale – Note 84,3837,148
Securities available-for-sale – Notes 5 and 10708—
Prepaids – Note 36001,547
Total assets$149,022$201,693
Liabilities:
Asset retirement obligation – Note 13$4,044$3,172
Accounts payable and accrued expenses3,1831,631
Debt, net – Notes 11 and 22792,330
Contract liabilities – Note 12—1,550
Other liabilities – Note 92,2783,063
Current liabilities9,58411,746
Debt, net – Notes 11 and 22122,026142,617
Deferred gain on sale of royalty29,83929,839
Asset retirement obligation – Note 1310,6954,801
Warrant liabilities – Notes 10 and 141026
Other liabilities – Note 928
Total liabilities172,156189,037
Common stock, $0.0001 par value; 1,400,000,000 shares authorized; 24,132,592 issued and outstanding at September 30, 2024, and 20,736,612 issued and outstanding at December 31, 2023, respectively2121
Additional paid-in capital750,177737,810
Accumulated deficit(773,332)(725,175)
Total stockholders’ (deficit) equity(23,134)12,656
Total liabilities and stockholders’ (deficit) equity$149,022$201,693

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2024202320242023
Operating expenses:
Projects, exploration, and development$4,665$7,200$14,621$15,974
General and administrative4,4052,76511,2259,810
Asset retirement obligation adjustment – Note 132,297—6,261—
Mine site period costs – Note 171,7402,6946,8009,325
Depreciation and amortization – Note 65237261,7062,155
Accretion – Note 13372186899558
Gain on settlement of accrued liability———(1,151)
Loss from operations(14,002)(13,571)(41,512)(36,671)
Other expense (income):
Other income, net – Note 182,4034576,980723
Interest income1,0292,1003,3826,159
Write-down of supplies inventories – Note 4(366)—(378)—
Interest expense, net – Note 11(3,292)(4,698)(16,630)(13,721)
Net loss$(14,228)$(15,712)$(48,158)$(43,510)
Loss per share:
Basic and diluted – Note 20$(0.59)$(0.78)$(2.13)$(2.16)
Weighted average shares outstanding:
Basic and diluted – Note 2024,058,56020,195,40222,619,14620,102,136

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Nine Months Ended September 30,
20242023
Cash flows used in operating activities:
Net loss$(48,158)$(43,510)
Adjustments to reconcile net loss for the period to net cash used in operating activities:
Non-cash interest expense – Note 1115,2499,096
Asset retirement obligation adjustments – Note 136,261—
Stock-based compensation – Note 162,0832,200
Depreciation and amortization – Notes 2 and 61,7062,155
Accretion – Note 13899558
Unrealized loss on securities – Note 5777—
Write-down of supplies inventories – Note 4378—
Gain on settlement of accounts payable—(1,151)
Gain on fair value adjustment for warrant liabilities – Notes 10 and 12(11)(182)
Gain on forfeiture of non-refundable deposit – Notes 8 and 12(1,550)—
Gain on sale of equipment, net – Note 18(2,505)(541)
Gain on sale of patents and intellectual property – Note 5(3,641)—
Changes in operating assets and liabilities:
Accounts payable and accrued expenses1,153(1,416)
Interest receivable341(59)
Supplies inventories, net – Note 411(4)
Contract liabilities – Note 12—100
Prepaids – Note 3(3)(1,392)
Other receivables(7)2,771
Other liabilities – Note 9(785)(556)
Net cash used in operating activities(27,802)(31,931)
Cash flows provided by (used in) investing activities:
Proceeds from sale of equipment5,671559
Proceeds from sale of patents and intellectual property – Note 51,447—
Additions to property, plant, and equipment(979)(851)
Net cash provided by (used in) by investing activities6,139(292)
Cash flows used in financing activities:
Proceeds from issuance of common stock, net of issuance costs – Note 1510,278—
Principal payments on notes payable(96)(95)
Principal payments on debt – Note 11(37,995)(1,650)
Net cash used in financing activities(27,813)(1,745)
Net decrease in cash, cash equivalents, and restricted cash(49,476)(33,968)
Cash, cash equivalents, and restricted cash, beginning of period132,550175,966
Cash, cash equivalents, and restricted cash, end of period$83,074$141,998
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents$55,834$106,911
Restricted cash27,24035,087
Total cash, cash equivalents, and restricted cash$83,074$141,998

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

Common Stock · Additional Paid-in Capital · Accumulated Deficit · TotalStockholders’Deficit
Shares · Amount
Balance at January 1, 202420,736,612$21$737,810$(725,175)$12,656
Issuance of common stock – Note 15517,688—1,160—1,160
Stock-based compensation costs——679—679
Vesting of restricted stock units2,595————
Net loss———(20,749)(20,749)
Balance at March 31, 202421,256,895$21$739,649$(745,924)$(6,254)
Issuance of common stock – Note 152,474,859—8,898—8,898
Stock-based compensation costs——801—801
Vesting of restricted stock units290,397————
5-Year Private Warrants transferred to 5-Year Public Warrants – Notes 14 and 15——5—5
Net loss———(13,180)(13,180)
Balance at June 30, 202424,022,151$21$749,353$(759,104)$(9,730)
Issuance of common stock – Note 1589,118—220—220
Stock-based compensation costs——604—604
Vesting of restricted stock units21,323————
5-Year Private Warrants transferred to 5-Year Public Warrants – Notes 14 and 15—————
Net loss———(14,228)(14,228)
Balance at September 30, 202424,132,592$21$750,177$(773,332)$(23,134)
Common Stock · Additional Paid-in Capital · Accumulated Deficit · TotalStockholders’Equity
Shares · Amount
Balance at January 1, 202320,027,065$20$733,437$(670,151)$63,306
Stock-based compensation costs——608—608
5-Year Private Warrants transferred to 5-Year Public Warrants – Notes 14 and 15——531—531
Net loss———(13,909)(13,909)
Balance at March 31, 202320,027,065$20$734,576$(684,060)$50,536
Stock-based compensation costs——952—952
Vesting of restricted stock units168,336————
5-Year Private Warrants transferred to 5-Year Public Warrants – Notes 14 and 15——15—15
Net loss———(13,889)(13,889)
Balance at June 30, 202320,195,401$20$735,543$(697,949)$37,614
Stock-based compensation costs——640—640
Vesting of restricted stock units17,881————
5-Year Private Warrants transferred to 5-Year Public Warrants – Notes 14 and 15——37—37
Net loss———(15,712)(15,712)
Balance at September 30, 202320,213,282$20$736,220$(713,661)$22,579
  1. Company Overview

Hycroft Mining Holding Corporation and its subsidiaries (collectively, “Hycroft”, the “Company”, “we”, “us”, “our”, “it”, or “HYMC”) is a U.S.-based gold and silver company dedicated to the safe, environmentally responsible, and cost-effective exploration and development of the Hycroft Mine, located in the state of Nevada.

The Company restarted pre-commercial scale open pit mining operations at the Hycroft Mine during the second quarter of 2019 and discontinued mining operations in November 2021 as a result of the then-current and expected ongoing cost pressures for many of the reagents and consumables used at the Hycroft Mine and to further determine the most effective processing method for the sulfide ore. In March 2023, the Company, along with its third-party consultants, completed and filed the Hycroft Property Initial Assessment Technical Report Summary Humboldt and Pershing Counties, Nevada (“2023 Hycroft TRS”) that included a mineral resource estimate utilizing a pressure oxidation (“POX”) process for sulfide mineralization and heap leaching process for oxide and transition mineralization. The Company is focusing on exploration drilling and data analyses, completing technical studies, conducting trade-off studies and alternative analyses for determining the optimal process flow sheet for processing sulfide ores and recovering gold and silver, and maintaining the Hycroft Mine.

Beginning in the fourth quarter of 2023, the Company again began accessing its at-the-market public offering program (“ATM Program”) and on May 31, 2024, the Company replaced the ATM Program with a new $100.0 million at-the-market public offering program (the “New ATM Program”). Through these programs, the Company sold 89,118 and 3,081,665 shares of common stock, generating gross proceeds of $0.2 million and $10.6 million, before commissions and offering expenses, during the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, $99.8 million gross sales price of common stock remained available for issuance under the New ATM Program. As of December 31, 2023, there was $360.3 million gross sales price of common stock available for issuance under the ATM Program. The net proceeds from the ATM Program and the New ATM Program have been and are expected to be used for general corporate purposes, which may include the repayment, refinancing, redemption, or repurchase of existing indebtedness, exploration, working capital, or capital expenditures and other investments. See Note 15 – Stockholders’ Equity for additional information.

  1. Summary of Significant Accounting Policies

Basis of presentation

These Unaudited Condensed Consolidated Financial Statements (“Financial Statements”) of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, these Financial Statements do not include all information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. These Financial Statements should be read in conjunction with the Company’s Audited Consolidated Financial Statements and the notes thereto as of and for the year ended December 31, 2023 (the “2023 Audited Financial Statements”), filed as a part of the Company’s annual report on Form 10-K filed with the SEC on March 14, 2024. The Company continues to follow the accounting policies set forth in the 2023 Audited Financial Statements, with updates discussed below. In the opinion of management, the accompanying Financial Statements include all adjustments necessary for a fair presentation of the Company’s interim financial position, operating results, and cash flows for the periods presented.

Use of estimates

The preparation of the Financial Statements requires management to make estimates and assumptions that affect amounts reported in these Financial Statements and accompanying notes. The more significant areas requiring the use of management estimates and assumptions relate to the useful life of long-lived assets; future mining and processing plans; environmental reclamation and closure costs and timing; and estimates of fair value for long-lived assets, assets held-for-sale, and financial instruments. The Company bases its estimates on historical experience and other assumptions, including drilling and assay data that are believed to be reasonable at the time the estimate is made. Actual results may differ from amounts estimated in these Financial Statements, and such differences could be material. Accordingly, amounts presented in these Financial Statements may not be indicative of results that may be expected for future periods.

Impairment of long-lived assets

Long-lived assets consist of Property, plant, and equipment, net. The Company routinely reviews and evaluates its long-lived assets for impairment to ensure there are no new events or changes in circumstances that would indicate that the related carrying amounts may not be recoverable. Events that may trigger a test for recoverability include, but are not limited to, significant adverse changes to projected revenues, costs, future expansion plans, or changes to federal and state regulations (with which the Company must comply) that may adversely impact the Company’s current or future operations. An impairment is determined to exist if the total projected future cash flows on an undiscounted basis are less than the carrying amount of a long-lived asset group. If cash flows are not available, then the market approach would be used to calculate the fair value based on comparable transactions. An impairment loss is measured and recorded based on the excess carrying value of the impaired long-lived asset group over fair value.

In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows and estimates of fair value are based on numerous assumptions and are subject to significant risks and uncertainties. See Note 6 – Property, Plant, and Equipment, Net for additional information.

As of September 30, 2024, the Company completed its evaluation and determinedno impairment was necessary.

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictionsto clarify the guidance when measuring the fair value of an equity security subject to contractual sale restrictions that prohibit the sale of an equity security. This update became effective at the beginning of the Company’s 2024 fiscal year. The adoption of this standard did not have a material impact on the Company’s Financial Statements and related disclosures.

New accounting pronouncements not yet adopted

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. The amendments are considered to be codification improvements only and therefore are not expected to significantly affect current accounting practice. The guidance is to clarify guidance, simplify wording or structure of guidance, and other minor improvements. The new guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adopting this update will have on its Financial Statements and related disclosures.

  1. Prepaids and Deposits

The following table provides the components of Prepaids and deposits, current and non-current (in thousands):

September 30,2024December 31,2023
Prepaids and deposits, current:
Prepaids:
Insurance$1,843$1,631
Surety bond fees1,017643
License fees395280
Mining claims fees and permit fees784495
Other4373
Deposits195204
Total$4,277$3,326
Prepaids, non-current:
Insurance$—$947
Royalty – advance payment on Crofoot Royalty600600
Total$600$1,547
  1. Supplies Inventories

As of September 30, 2024 and December 31, 2023, Supplies inventories, net was $1.4 million and $1.8 million, respectively. During both the three and nine months ended September 30, 2024, the Company recorded a Write-down of supplies inventories of $0.4 million due to obsolescence, as compared tonil for both the same periods ended 2023. The Company maintains inventory reserves to account for potential losses due to inventory obsolescence, damage, or other factors that could affect the value of its inventory.

  1. Securities Available-For-Sale

On June 4, 2024, the Company sold patents, patent applications, and select technology rights and assets for $3.6 million, consisting of $1.5 million in cash and $2.1 million in common shares of a publicly traded Canadian gold mining company (“Payment Shares”). During the three and nine months ended September 30, 2024, the Company recorded an unrealized loss on securities available-for-sale of $0.3 million and $0.8 million, respectively, as compared tonil for both the same periods ended 2023.

The following table provides the components of Securities available-for-sale (in thousands):

September 30,2024December 31,2023
Securities available-for-sale, current$708$—
Securities available-for-sale, non-current(1)708—
Total(2)$1,416$—

(1)Securities available-for-sale, non-current are classified as such because they are restricted from sale within the next 12 months. For one year from closing date of June 4, 2024, the Company will not sell, transfer, assign, or dispose of the Payment Shares without mutual written agreement from both parties. Startingone year after closing, the Company may sell up to 25% of the Payment Shares every three months, subject to certain conditions.

(2)The value of Securities available-for-sale was determined using the closing price on the last day of the period as quoted on the TSX Venture Exchange. See Note 10 – Fair Value Measurementsfor additional information.

  1. Property, Plant, and Equipment, Net

The following table provides the components of Property, plant, and equipment, net (in thousands):

Depreciation Lifeor MethodSeptember 30,2024December 31,2023
Production leach padsUnits-of-production$11,190$11,190
Test leach pads18 months6,2416,241
Process equipment5 - 15 years17,88117,556
Buildings and leasehold improvements10 years9,2729,419
Mine equipment5 - 7 years4,9984,732
Vehicles3 - 5 years1,8541,700
Furniture and office equipment7 years713713
Mineral propertiesUnits-of-production5050
Construction in progress and other35,50435,504
87,70387,105
Less, accumulated depreciation and amortization(35,739)(34,014)
Total$51,964$53,091

During the three and nine months ended September 30, 2024, depreciation expense related to Property, plant, and equipment, net was $0.5 million and $1.7 million, respectively, as compared to $0.7 million and $2.2 million, respectively, for the same periods ended 2023.

  1. Restricted Cash

The following table provides the components of Restricted cash (in thousands):

September 30,2024December 31,2023
Surety bond cash collateral$27,187$26,287
Credit card cash collateral5353
Total$27,240$26,340

As of September 30, 2024 and December 31, 2023, the Company had $27.2 million and $26.3 million, respectively, in surface management surety bonds, totaling $58.7 million. Of this total, $58.3 million secured the financial assurance requirements for the Hycroft Mine. The remaining portion is related to the financial assurance requirements for the adjacent water supply well field and exploration. Events or circumstances that would necessitate the guarantor’s performance include a deteriorating financial condition or a breach of contract. Periodically, the Company may need to provide collateral to support these instruments. When the specified requirements are met, the party holding the related instrument cancels and/or returns it to the issuing entity. The Company is confident that it currently complies with all relevant bonding obligations.

During the three and nine months ended September 30, 2024, the Company earned $0.3 million and $0.9 million, respectively, of Interest income on a portion of its cash collateral. During the three and nine months ended September 30, 2023, the Company earned $0.4 million and $1.1 million, respectively, of Interest income on a portion of its cash collateral. Interest received on cash collateral balances is restricted as to its use and is included as an increase to Restricted cash with a corresponding recognition of Interest income when earned.

  1. Assets Held-For-Sale

As of September 30, 2024 and December 31, 2023, Assets held-for-sale consisted of equipment not-in-use of $4.4 million and $7.1 million, respectively.

In July 2024, the Company entered into an Equipment Purchase Agreement to sellone ball mill for $4.0 million, before commissions and expenses. For both the three and nine months ended September 30, 2024, the Company recorded a $2.8 million reduction to equipment not-in-use for the sale of the ball mill and recognized $0.7 million as Other income related to this sale.

In August 2022 and with subsequent amendments, the Company entered into an Equipment Purchase Agreement to sell equipment totaling $13.6 million. Under the terms of the agreement, the Company received $1.6 million in nonrefundable deposit payments. Effective March 1, 2024, the buyer terminated a portion of the Equipment Purchase Agreement related toone ball mill andone semi-autogenous (“SAG”) mill and effective April 5, 2024, the buyer terminated the balance of the Equipment Purchase Agreement. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, because the sale did not materialize, the Company recognized $1.6 million as Other income during the nine months ended September 30, 2024, to account for the gain on forfeiture of non-refundable deposits.

  1. Other Liabilities

The following table summarizes the components of Other liabilities (in thousands):

September 30,2024December 31,2023
Other liabilities, current:
Accrued compensation and benefits$2,225$3,000
Accrued directors fees3938
Operating lease liability1425
Total$2,278$3,063
Other liabilities, non-current:
Operating lease liability$2$8
  1. Fair Value Measurements

Recurring fair value measurements

The following table sets forth by level within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring basis (in thousands):

HierarchyLevelSeptember 30,2024December 31,2023
Securities available-for-sale, current1$708$—
Securities available-for-sale, non-current1708—
Total(1)$1,416$—
5-Year Private Warrants(2)2$10$26

(1) The value of Securities available-for-sale was determined using the closing price on the last day of the period as quoted on the TSX venture Exchange. See Note 5 – Securities Available-For-Salefor additional information.

(2) The 5-Year Private Warrants are valued using a Black-Scholes model that requires a variety of inputs, including the Company’s stock price, the strike price of the 5-Year Private Warrants, the risk-free rate, and the implied volatility. The terms of the 5-Year Private Warrants are identical to the terms of the 5-Year Public Warrants except that the 5-Year Private Warrants, while held by certain holders or their permitted transferees, are precluded from mandatory redemption and are entitled to be exercised on a “cashless basis” at the holder’s election. The implied volatility used in the Black-Scholes model is calculated using a generalized autoregressive conditional heteroskedasticity model of the 5-Year Public Warrants that factors in the restrictive redemption and cashless exercise features of the 5-Year Private Warrants. The Company updates the fair value calculation at least quarterly, or more frequently when changes in circumstances or assumptions indicate a change from the existing carrying value. See Note 14 – Warrant Liabilitiesfor additional information on the fair value of the Company’s liability classified warrants.

Items disclosed at fair value

The Sprott Credit Agreement and the Subordinated Notes are privately held and, as such, there is no public market or trading information available for such debt instruments. As of September 30, 2024 and December 31, 2023, the estimated fair value of the Company’s debt instruments was $111.3 million and $149.2 million, respectively, compared to the carrying value of $122.1 million and $144.9 million, respectively. The estimated fair value of the principal of the Company’s debt instruments, including capitalized interest, was determined using a market approach in which pricing information for publicly traded, non-convertible debt instruments with speculative ratings was analyzed to derive a mean trading multiple to apply to the September 30, 2024 and December 31, 2023 balances.

  1. Debt, Net

Second Amendment to the Second Amended and Restated Credit Agreement (“Second A&R Agreement”)

On July 1, 2023, the Company entered into the Second Amendment to the Second A&R Agreement, by and between the Company, Sprott Private Resource Lending II (Collector), LP (the “Lender”), Sprott Resource Lending Corp. (“Arranger” and together with the Lender, the “Sprott Parties”), and certain subsidiaries of the Company as guarantors. The Second Amendment to the Second A&R Agreement amends the Second A&R Agreement dated March 30, 2022, which in turn amended the Amended and Restated Credit Agreement, dated as of May 29, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Sprott Credit Agreement”).

The Second Amendment to the Second A&R Agreement: (i) corrects a cross-reference error; and (ii) implements a replacement of LIBOR with three-month Secured Overnight Financing Rate (“SOFR”) effective July 1, 2023.

Voluntary partial prepayment

On January 5, 2024, the Company voluntarily pre-paid $34.7 million of the first lien loan, along with $3.3 million for the additional interest balance, totaling $38.0 million with a remaining outstanding balance of $15.0 million. As a result of this payment, the applicable margin was reduced by 100 basis points through the final payment.

Debt covenants

The Company’s debt agreements contain representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for agreements of these types.

As of September 30, 2024, the Company was in compliance with all financial covenants under its debt agreements.

Debt balances

The following table summarizes the components of Debt, net (in thousands):

September 30,2024December 31,2023
Debt, net, current:
Sprott Credit Agreement$—$2,200
Notes payable79130
Total$79$2,330
Debt, net, non-current:
Sprott Credit Agreement, net of original issue discount of $2,068 as of September 30, 2024, and $10,500 as of December 31, 2023, net of amortization$12,932$42,530
Subordinated Notes109,454101,639
Notes payable2976
Less, debt issuance costs(389)(1,628)
Total$122,026$142,617

The following table summarizes the Company’s contractual payments of Debt, net, including current maturities, for the five years subsequent to September 30, 2024 (in thousands):

October 1, 2024 through December 31, 2024$33
202554
202622
2027124,453
2028—
Sub-total124,562
Less, original issue discount of $18,262, net of accumulated amortization(2,068)
Less, debt issuance costs of $4,498, net of accumulated amortization(389)
Total debt, net$122,105

Interest expense

The following table summarizes the components of recorded Interest expense(in thousands):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2024202320242023
Sprott Credit Agreement(1)$439$1,600$1,380$4,620
Subordinated Notes(2)2,6692,4187,8147,085
Amortization of original issue discount(3)1495624481,665
Amortization of debt issuance costs(3)34117114346
Other interest expense1135
Accelerated amortization of original issue discount and issuance costs(4)——6,871—
Total$3,292$4,698$16,630$13,721

(1)The Sprott Credit Agreement bears interest monthly at a floating rate of SOFR plus 6.0% and the current effective interest rate is 18.1% including amortization.

(2)The Subordinated Notes bear interest at 10.0% per annum (non-cash), payable in-kind on a quarterly basis.

(3)The effective interest rate for the amortization of the discount and issuance costs, as of September 30, 2024, was 1.6%.

(4)January 5, 2024, the Company voluntarily pre-paid $34.7 million of the first lien loan, along with $3.3 million for the additional interest balance, totaling $38.0 million, and the Company charged Interest expense $6.9 million for accelerated amortization of original issue discount and issuance costs associated with the prepayment.

  1. Contract Liabilities

As of September 30, 2024 and December 31, 2023, Contract liabilities werenil and $1.6 million, respectively.

As of December 31, 2023, the Company had received non-refundable deposit payments totaling $1.6 million in accordance with the Equipment Purchase Agreement forone SAG mill, one ball mill, andtwo substation transformers. Effective March 1, 2024, the buyer terminated a portion of the Equipment Purchase Agreement related toone ball mill andone SAG mill and effective April 5, 2024, the buyer terminated the balance of the Equipment Purchase Agreement. Because the sale did not materialize, the Company recognized $1.6 million as Other income during the nine months ended September 30, 2024, to account for the to account for the gain on forfeiture of non-refundable deposits. See Note 8 – Assets Held-For-Sale for additional information.

  1. Asset Retirement Obligation

The following table summarizes changes in the Company’s Asset retirement obligation (“ARO”) (in thousands):

September 30, 2024December 31, 2023
Balance, beginning of period$7,973$10,302
Accretion8991,087
Spending(394)(529)
Change in estimates6,261(2,887)
Balance, end of period$14,739$7,973
Current$4,044$3,172
Non-current$10,695$4,801

During the three and nine months ended September 30, 2024, the Company recognized an Asset retirement obligation adjustment in accordance with the change in estimate of $2.3 million and $6.3 million, respectively.

The change in estimate for the three months ended September 30, 2024, was primarily due to:

Increased labor, laboratory testing, equipment, and material costs for reclamation activities based on the new 2024 Standardized Reclamation Cost Estimator Unit Cost Data.

A changed scope of work requiring additional volumes of cover material for the Crofoot Heap Leach Pad.

The change in estimate for the nine months ended September 30, 2024, was primarily due to:

The above factors during the three months ended September 30, 2024.

A revised engineering design change required by the Nevada Department of Environmental Protection for the placement of an impervious cover on the Crofoot Heap Leach Pad.

Adjustments to the project timeline, with work now scheduled to begin in 2024 and be completed by the end of 2027.

As a result of the project now scheduled to begin in 2024, the Company reached out for third-party quotes, which identified the need for additional equipment, longer haul distances, and other costs exceeding prior estimates.

The Company does not have mineral reserves, and accordingly, all related costs are expensed until mineral reserves are established.

  1. Warrant Liabilities

5-Year Private Warrants

The Company’s outstanding warrant liabilities include 5-Year Private Warrants. The 5-Year Private Warrants cannot be redeemed and can be exercised on a cashless basis if the 5-Year Private Warrants are held by the initial purchasers or their permitted transferees. If the 5-Year Private Warrants are transferred to someone other than the initial purchasers or their permitted transferees, such warrants become redeemable by the Company under substantially the same terms as the 5-Year Public Warrants. Since the original issue of private warrants,9,569,400 5-Year Private Warrants have been transferred to someone other than the initial purchasers or their permitted transferees and they are now treated as 5-Year Public Warrants. For the three and nine months ended September 30, 2024, transfers from 5-Year Private Warrants to 5-Year Public Warrants totalednil and 194,822, respectively. For the three and nine months ended September 30, 2023, transfers from 5-Year Private Warrants to 5-Year Public Warrants totaled 1,618,933 and 8,159,424, respectively.

The following tables summarize the Company’s 5-Year Private Warrants(1) (in thousands, except warrant amounts):

Balance at · Fair Value · Transfers to · Balance at
December 31, 2023 · Adjustments(1) · 5-Year Public Warrants · September 30, 2024
WarrantsAmountWarrantsAmountWarrantsAmountWarrantsAmount
865,422$26—$(11)(194,822)$(5)670,600$10
Balance at · Fair Value · Transfers to · Balance at
December 31, 2022 · Adjustments(1) · 5-Year Public Warrants · September 30, 2023
Warrants(2)AmountWarrants(2)AmountWarrants(2)AmountWarrants(2)Amount
9,126,515$786—$(182)(8,159,424)$(583)967,091$21

(1)Liability classified warrants are subject to fair value remeasurement at each balance sheet date in accordance with ASC Topic 815-40, Contracts on Entity’s Own Equity. As a result, fair value adjustments related exclusively to the Company’s liability classified warrants. See Note 10 – Fair Value Measurements for additional information on the fair value of the Company’s liability classified warrants.

(2)On November 14, 2023, the Company effectuated a 1-for-10 reverse stock split, after which 10 warrants were required to purchase one share of common stock.

The following table summarizes additional information on the Company’s 5-Year Private Warrants as of September 30, 2024:

Exercise PriceExercise PeriodExpiration DateWarrants Outstanding
$11.505 yearsMay 29, 2025670,600
  1. Stockholders’ Equity

At-the-market offering

On June 2, 2023, the Company filed a prospectus supplement reactivating the ATM Program. As of December 31, 2023, $360.3 million gross sales price of common stock was available for issuance under the ATM Program. On March 19, 2024, the Company filed a prospectus supplement under the baby shelf rule (Instruction I.B.6. of Form S-3), limiting sales to one-third of its public float over any 12-month period while the public float remained below $75.0 million. This supplement revised the maximum shares available for sale through the ATM Program to $15.3 million. However, on April 11, 2024, the Company’s public float exceeded $75.0 million, and a new prospectus supplement filed on May 15, 2024, increased the available shares for sale under the ATM Program to an aggregate offering price of $100.0 million.

On May 15, 2024, the Company filed a new $350.0 million prospectus subject to Instruction I.B.6 to Form S-3, referred to as a universal shelf registration statement, that included the New ATM Program. The universal shelf registration statement became effective on May 31, 2024, at 4:00 p.m. Eastern Daylight Time, replacing the prior universal shelf registration statement filed on June 30, 2021.

During the three and nine months ended September 30, 2024, the Company sold 89,118 and 3,081,665 shares of common stock, respectively, for aggregate gross proceeds, before commissions and offering expenses of $0.2 million and $10.6 million, respectively.

As of September 30, 2024, $99.8 million gross sales price of common stock was available for issuance under the New ATM Program.

Equity Classified Warrants

The following tables summarize the Company’s outstanding equity classified warrants included in Additional paid-in capital:

Balance atDecember 31, 2023Transfers from 5-Year Private WarrantsBalance at September 30, 2024
WarrantsAmountWarrantsAmountWarrantsAmount
5-Year Public Warrants33,424,476$29,539194,822$533,619,298$29,544
Public Offering Warrants9,583,33412,938——9,583,33412,938
Private Placement Offering Warrants46,816,48025,604——46,816,48025,604
Total89,824,290$68,081194,822$590,019,112$68,086
Balance at December 31, 2022Transfers from 5-Year Private WarrantsBalance at September 30, 2023
WarrantsAmountWarrantsAmountWarrantsAmount
5-Year Public Warrants25,163,383$28,9548,159,424$58333,322,807$29,537
Public Offering Warrants9,583,33412,938——9,583,33412,938
Private Placement Offering Warrants46,816,48025,604——46,816,48025,604
Total81,563,197$67,4968,159,424$58389,722,621$68,079

The following table summarizes additional information on the Company’s outstanding warrants as of September 30, 2024:

Exercise priceExercise periodExpiration dateWarrants outstanding
5-Year Public Warrants$11.505 yearsMay 29, 202533,619,298
Public Offering Warrants$10.505 yearsOctober 6, 20259,583,334
Private Placement Offering Warrants$1.0685 yearsMarch 15, 202746,816,480
  1. Stock-Based Compensation

HYMC 2020 Performance and Incentive Pay Plan (“PIPP”)

On May 23, 2024, the Company’s stockholders approved an amendment and restatement to the PIPP that increased the number of authorized shares of common stock available for issuance by 900,000, bringing the total authorized shares under the PIPP to 2,350,800. As of September 30, 2024, all awards granted under the PIPP were in the form of restricted stock units (“RSUs”) to employees and directors of the Company. As of September 30, 2024, there were 966,926 shares available for issuance under the PIPP.

The following table summarizes the Company’s unvested share awards outstanding under the PIPP:

Nine Months Ended September 30,
20242023
Unvested at beginning of year607,099354,715
Granted435,204501,691
Canceled/forfeited(20,014)(60,052)
Vested(340,911)(183,103)
Unvested end of period681,378613,251
  1. Disposal of Carbon

In July 2024, the Company disposed of previously scrapped carbon, which contained gold and silver from processing in prior years, for net cash proceeds of $0.6 million.

In accordance with ASC 705-20, Cost of Sales or Services, the sale of scrap materials or byproducts can be accounted for as a reduction to the cost of sales if these items were generated in the normal course of production and their sale was primarily intended to manage raw material usage or offset production costs. Because the Company does not have cost of sales, during both the three and nine months ended September 30, 2024, the Company recognized net cash proceeds from the sale as a reduction to Mine site period costs of $0.6 million.

  1. Other Income (Expense)

The table below summarizes the components reported in Other income (expense)(in thousands):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2024202320242023
Other income (expense)
Gain on sale of patents and intellectual property$—$—$3,641$—
Gain on sale of equipment(1)2,6364562,505541
Gain on forfeiture of non-refundable deposits——1,550—
Other miscellaneous income50—50—
Gain on fair value adjustment for warrant liabilities4111182
Unrealized loss on securities available-for-sale(287)—(777)—
Total$2,403$457$6,980$723

(1)The gain on sale of equipment includes proceeds from the May 2024 Equipment Purchase Agreement, in which the Company sold $2.0 million of unused equipment. In the third quarter of 2024, the Company recognized $1.7 million, net of commissions as Other income upon completion of the sale.

  1. Income Taxes

The Company’s anticipated annual tax rate is impacted primarily by the amount of taxable income associated with each jurisdiction in which its income is subject to income tax and permanent differences between the financial statement carrying amounts and tax basis of assets and liabilities. Deferredtax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company incurrednil net income tax expense or benefit for both the three and nine months ended September 30, 2024 and 2023. The effective tax rate for the both the three and nine months ended September 30, 2024 and 2023 wasnil. The effective tax rate differed from the statutory rate during each period primarily due to changes in the valuation allowance established to offset net deferred tax assets.

  1. Loss Per Share

The table below summarizes the Company’s basic and diluted loss per share calculations (in thousands, except share and per share amounts):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2024202320242023
Net loss$(14,228)$(15,712)$(48,158)$(43,510)
Weighted average shares outstanding(1)
Basic and diluted24,058,56020,195,40222,619,14620,102,136
Loss per common share, basic and diluted(1)$(0.59)$(0.78)$(2.13)$(2.16)

(1)Shares and per common share amounts for September 30, 2023, have been adjusted to reflect the 1-for-10 reverse stock split effectuated on November 14, 2023.

Basic and diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period.

Due to the Company’s net loss during both the three and nine months ended September 30, 2024 and 2023, there was no dilutive effect of common stock equivalents because the effects of such would have been anti-dilutive. The following table summarizes the shares excluded from the weighted average number of shares of common stock outstanding, as the impact would be anti-dilutive (in thousands):

September 30,
20242023(1)
Shares upon exercise of warrants9,0699,069
Restricted stock units681613
Total9,7509,682

(1)On November 14, 2023, the Company effectuated a 1-for-10 reverse stock split, after which 10 warrants were required to purchase one share of common stock.

  1. Segment Information

The Company’s reportable segments are comprised of operating units that have revenues, earnings or losses, or assets exceeding 10% of the respective consolidated totals, and are consistent with the Company’s management reporting structure. Each segment is reviewed by the executive decision-making group to make decisions about allocating the Company’s resources and to assess its performance. The tables below summarize the Company’s segment information (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
Hycroft MineCorporate and OtherTotalHycroft MineCorporate and OtherTotal
Operating costs$9,597$4,405$14,002$30,287$11,225$41,512
Loss from operations(9,597)(4,405)(14,002)(30,287)(11,225)(41,512)
Other income, net – Note 182,686(283)2,4034,1052,8756,980
Write-down of supplies inventories(366)—(366)(378)—(378)
Interest income2917381,0291,0462,3363,382
Interest expense – Note 11(1)(3,291)(3,292)(3)(16,627)(16,630)
Net loss$(6,987)$(7,241)$(14,228)$(25,517)$(22,641)$(48,158)
Operating costs$10,806$2,765$13,571$26,861$9,810$36,671
Loss from operations(10,806)(2,765)(13,571)(26,861)(9,810)(36,671)
Other income, net – Note 184561457541182723
Interest income6381,4622,1001,7144,4456,159
Interest expense – Note 11—(4,698)(4,698)—(13,721)(13,721)
Net loss$(9,712)$(6,000)$(15,712)$(24,606)$(18,904)$(43,510)
September 30, 2024December 31, 2023
Hycroft MineCorporate and OtherTotalHycroft MineCorporate and OtherTotal
Total Assets$45,851$103,171$149,022$66,129$135,564$201,693
  1. Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

Nine Months Ended September 30,
20242023
Increase in debt from in-kind interest$7,814$7,085
Accelerated amortization of original issue discount and issuance costs$6,871$—
Cash interest paid$1,380$4,625
  1. Commitments and Contingencies

Legal proceedings

From time to time the Company may be involved in various legal actions related to our business, some of which are class action lawsuits. The Company does not believe, based on currently available information, that contingencies related to any pending or threatened legal matter will have a material adverse effect on the Company’s Financial Statements, although a contingency could be material to the Company’s results of operations or cash flows for a particular period depending on its results of operations and cash flows for such period. Regardless of the outcome, litigation can have a material adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

The Company expenses legal fees and other costs associated with legal proceedings as incurred. The Company assessed, in conjunction with its legal counsel, the need to record a liability related to the Complaints and determined that a loss was not probable nor reasonably estimable. Litigation accruals are recorded when, and if, it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. No losses have been recorded during the nine months ended September 30, 2024 and 2023, with respect to litigation or loss contingencies.

Insurance

The Company maintains deductible-based insurance policies covering general liability, workers’ compensation, automobile, and directors and officers liability. Accruals for insurance-related contingencies are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are periodically adjusted as conditions evolve or new information becomes available. Insurance losses, including filed claims and those incurred but not yet reported, are accrued based on estimates of total uninsured liabilities, utilizing historical loss development factors and actuarial assumptions standard in the insurance industry.

Financial commitments and contingencies not recorded in the Financial Statements

As of September 30, 2024 and December 31, 2023, the Company’s off-balance sheet arrangements consisted of a net smelter royalty arrangement and a net profit royalty arrangement.

Crofoot Royalty

A portion of the Hycroft Mine is subject to a payment of 4% net profit royalty to the previous owner of certain patented and unpatented mining claims (“Crofoot Royalty”). The mining lease also requires an annual advance payment of $0.1 million every year mining occurs on the leased claims. All advance annual payments are credited against the future payments due under the 4% net profit royalty. An additional payment of $0.1 million is required for each year the total tons mined on the leased claims exceeds 5.0 million tons. As the Company ceased mining operations in November 2021, the Company was not required to pay the annual advance payment of $0.1 million in 2024 or 2023. The total payments due under the mining lease are capped at $7.6 million, and as of both September 30, 2024 and December 31, 2023, the Company has paid $3.3 million, including $0.6 million of advanced annual payments. See Note 3 – Prepaids and Deposits for additional information.

Sprott Royalty

Pursuant to the Royalty Agreement with Sprott Private Resource Lending II (CO) Inc. in which the Company received cash consideration in the amount of $30.0 million, the Company granted a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine, payable monthly (“Sprott Royalty Agreement”). The royalty is accounted for as a deferred gain liability. Net smelter returns for any given month are calculated as Monthly Production multiplied by the Monthly Average Gold Price and the Monthly Average Silver Price, minus Allowable Deductions, as such terms are defined in the Sprott Royalty Agreement. The Company is required to remit royalty payments to the payee free and clear and without any present or future deduction, withholding, charge or levy on account of taxes, except Excluded Taxes as such term is defined in the Sprott Royalty Agreement.

At both September 30, 2024 and December 31, 2023, the estimated net present value of the Sprott Royalty Agreement was $146.7 million. The net present value of the Sprott Royalty Agreement was modeled using the following level 3 inputs: (i) market consensus inputs for future gold and silver prices; (ii) a precious metals industry consensus discount rate of 5.0%; and (iii) estimates of the Hycroft Mine’s life-of-mine gold and silver production volumes and timing.

  1. Related Party Transactions

As of September 30, 2024, Ausenco Engineering South USA, Inc. (“Ausenco”) and American Multi-Cinema, Inc. (“AMC”) were classified as related parties. The Company’s President and Chief Executive Officer currently holds a non-executive director position on the board of Ausenco’s parent company, while a representative from AMC serves on the Company’s Board of Directors.

During the three and nine months ended September 30, 2024, the Company paid $0.1 million and $0.4 million, respectively, to Ausenco for a technical report, as compared tonil and $0.1 million, respectively, for the same periods in 2023.

During both the three and nine months ended September 30, 2024 and 2023, the Company paidnil and $0.1 million, respectively, in director fees for AMC’s board representative. Additionally, during both the three and nine months ended September 30, 2024 and 2023, the Company granted RSUs with a grant date fair value ofnil and $0.1 million, respectively, for AMC’s board representative.

As of September 30, 2024 and December 31, 2023, AMC, through its director representative, was entitled to receive shares of common stock of 12,393 and 18,007, respectively, upon the future vesting of RSUs.

  1. Subsequent Events

On October 2, 2024, the Company received a $1.6 million payment from the Internal Revenue Service, of which $1.4 million was for prior period income tax refunds and $0.2 million was for interest. As a result of this payment, the Company’s Income tax receivable balance has been reduced to $0.1 million.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.