HL 10-K Annual Report Dec. 31, 2022 | Alphaminr

HL 10-K Fiscal year ended Dec. 31, 2022

HECLA MINING CO/DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk Factors A Substantial Or Extended Decline in Metals Prices Would Have A Material Adverse Effect on UsItem 7. Management S Discussion and Analysis Of Consolidated Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis Of Consolidated Financial Condition and Results Of Operations - Nevada OperationsItem 1A. Risk FactorsItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 1. Business - IntroductionItem 7. ManagementItem 2. Properties - Lucky FridayItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 1a, Risk FactorsItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of Operations,Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations,Item 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 6. ResItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 1A. Risk Factors - Our Ore Reserve and Resource Estimates May Be ImpreciseItem 1A. Risk Factors - Our Profitability Could Be Affected By Inflation, Including The Prices Of Other Commodities"Item 1A. Risk Factors - Operation, Development, Exploration and Acquisition RisksItem 7A. Quantitative and Qualitative Disclosures About Market Risk - Commodity-price Risk ManagementItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of Operations - Critical Accounting EstimatesItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9B. Other IItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 9C. Disclosure RegardPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummaryItem 16. Form 1Note 1: The CompanyNote 2: Summary Of Significant Accounting PoliciesNote 3: Business Segments, Sales Of Products and Significant CustomersNote 4: Environmental and Reclamation ActivitiesNote 5: Employee Benefit PlansNote 6: Income and Mining TaxesNote 7: (loss) Income Per Common ShareNote 8: Debt, Credit Facility and LeasesNote 9: Derivative InstrumentsNote 10: Fair Value MeasurementNote 11: Stockholders EquityNote 12: Accumulated Other Comprehensive LossNote 13: Properties, Plants, Equipment and Mineral Interests, and Lease CommitmentsNote 14: Commitments, Contingencies, and Obligations

Exhibits

2.1(a) Arrangement Agreement dated as of July 4, 2022, by and among Hecla Mining Company, Hecla Canada Ltd., 1080980 B.C. Ltd. and Alexco Resource Corp. Filed as exhibit 2.1 to Registrant's Current Report on Form 8-K filed on July 5, 2022 (File No. 1-8491) and incorporated herein by reference. 2.1(b) Assignment and Amendment Agreement dated as of July 25, 2022, among Hecla Mining Company, Alexco Resource Corp., and 1080980 B.C. Ltd. Filed as exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 1-8491) and incorporated herein by reference. 3.1 Restated Certificate of Incorporation of the Registrant. Filed as exhibit 3.1 to Registrants Form10-Q for the quarter ended March 31, 2018 (File No. 1-8491) and incorporated herein by reference. 3.2 Bylaws of the Registrant as amended to date. Filed as exhibit 3.1 to Registrants Current Report on Form 8-K filed on December 15, 2022 (File No. 1-8491) and incorporated herein by reference. 4.1 Registration Rights Agreement, dated as of May 19, 2022, among Hecla Mining Company, as Issuer, and Hecla Mining Company Retirement Plan Trust, which is the funding vehicle for the Hecla Mining Company Retirement Plan, a tax-qualified employee benefit pension plan sponsored by Hecla Mining Company, and the Lucky Friday Pension Plan Trust, which is the funding vehicle for the Lucky Friday Pension Plan. Filed as exhibit 4.1 to Registrants Form 10-Q for the quarter ended June 30, 2022, filed on August 5, 2022 (File No. 1-8491), and incorporated herein by reference. 4.2 Designations, Preferences and Rights of Series B Cumulative Convertible Preferred Stock of the Registrant. Included as Annex II to Restated Certificate of Incorporation of Registrant filed as exhibit 3.1 to Registrants Form 10-Q for the quarter ended March 31, 2018 (File No. 1-8491) and incorporated herein by reference. 4.3(a) Indenture, dated as of February 19, 2020, by and among Hecla Mining Company and The Bank of New York Mellon Trust Company, N.A., as trustee. Filed as exhibit 4.1 to Registrants Current Report on Form 8-K filed on February 19, 2020 (File No. 1-8491) and incorporated herein by reference. 4.3(b) First Supplemental Indenture, dated as of February 19, 2020, among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors hereto, and the Bank of New York Mellon Trust, N.A., as Trustee. Filed as exhibit 4.2 to Registrants Current Report on Form 8-K filed on February 19, 2020 (File No. 1-8491) and incorporated herein by reference. 4.3(c) Form of 7.250% Senior Note due 2028 (included in Exhibit 4.3(b). 4.4 Description of Securities. * 10.1 Credit Agreement dated as of July 21, 2022, by and among Hecla Mining Company, Hecla Limited, Hecla Alaska LLC, Hecla Greens Creek Mining Company, and Hecla Juneau Mining Company, as the Borrowers, Bank of America, N.A., as the Administrative Agent for the Lenders, and various Lenders. Filed as exhibit 10.1 to Registrant's Current Report on Form 8-K on July 21, 2022 (File No. 1-8491) and incorporated herein by reference. 10.2 Stream Termination Agreement dated as of July 4, 2022, by and between Hecla Mining Company and Wheaton Precious Metals Corp. Filed as exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No. 1-8491) and incorporated herein by reference. 10.4 Form of Change of Control Agreement entered into on March 5, 2015, between Registrant and each of Phillips S. Baker, Jr., and David C. Sienko, on February 19, 2016 with Robert D. Brown, on August 5, 2019 with Lauren M. Roberts, on March 1, 2020 with Michael L. Clary, on March 1, 2021 with Russell D. Lawlar, and on July 1, 2021 with Kurt Allen. Filed as exhibit 10.2 to Registrants Form 10-K for the year ended December 31, 2015 (File No. 1-8491) and incorporated herein by reference. (1) 10.5 Form of Indemnification Agreement dated November 8, 2006, between Registrant and Phillips S. Baker, Jr. Identical Indemnification Agreements were entered into between the Registrant and Charles B. Stanley on May 4, 2007, David C. Sienko on January 29, 2010, Robert D. Brown on January 4, 2016, Stephen F. Ralbovsky and George R. Johnson on March 1, 2016, Catherine J. Boggs on January 1, 2017, Lauren M. Roberts on August 5, 2019, Alice Wong on February 26, 2021, Michael L. Clary on March 1, 2020, Russell D. Lawlar on March 1, 2021, and Kurt Allen on July 1, 2021. Filed as exhibit 10.7 to Registrants Form 10-Q for the quarter ended September 30, 2006 (File No. 1-8491) and incorporated herein by reference. (1) 10.7 Hecla Mining Company 2010 Stock Incentive Plan (Amended and Restated as of August 21, 2021). Filed as exhibit 10.1 to Registrants Form 10-Q for the quarter ended September 30, 2021 (File No. 1-8491) and incorporated herein by reference. (1) 10.8 Hecla Mining Company Short-Term Incentive Plan. Filed as exhibit 10.1 to Registrants Form 10-Q for the quarter ended March 31, 2019 (File No. 1-8491) and incorporated herein by reference. (1) 10.9 Hecla Mining Company Executive and Senior Management Long-Term Performance Payment Plan (as Amended and Restated Effective January 1, 2017). Filed as exhibit 10.3 to Registrants Form 10-Q for the quarter ended March 31, 2017 (File No. 8491) and incorporated herein by reference. (1) 10.10(a) Hecla Mining Company Retirement Plan for Employees and Supplemental Retirement and Death Benefit Plan. Filed as exhibit 10.17(a) to Registrants Form 10-K for the year ended December 31, 2008 (File No. 1-8491) and incorporated herein by reference. (1) 10.10(b) Hecla Mining Company Post-2004 Supplemental Excess Retirement Plan Master Plan Document, effective January 1, 2019. Filed as exhibit 10.8(a) to Registrant's Form 10-K for the year ended December 31, 2021 (File No. 1-8491) and incorporated herein by reference. (1) 10.10(c) Hecla Mining Company Pre-2005 Supplemental Excess Retirement Plan Master Plan Document, effective January 1, 2019. Filed as exhibit 10.8(b) to Registrant's Form 10-K for the year ended December 31, 2021 (File No. 1-8491) and incorporated herein by reference. (1) 10.12 Hecla Mining Company Stock Plan for Nonemployee Directors, as amended. Filed as exhibit 10.3 to Registrants Form 10-Q for the quarter ended June 30, 2017 (File No. 1-8491) and incorporated herein by reference. (1) 21 List of subsidiaries of Registrant. * 23.1 Consent of BDO USA, LLP. * 23.2 Consent of Qualified Person for Technical Report Summary of Greens Creek Mine. * 23.3 Consent of Qualified Person for Technical Report Summary of Lucky Friday Mine. * 23.4 Consent of Qualified Person for Technical Report Summary of Casa Berardi Mine. * 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002. * 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 95 Mine safety information listed in Section 1503 of the Dodd-Frank Act. * 96.1 Technical Report Summary on the Greens Creek Mine, Alaska, U.S.A. Filed as exhibit 96.1 to Registrant's Form 10-K for the year ended December 31, 2021 (File No. 1-8491) and incorporated herein by reference. 96.2 Technical Report Summary on the Lucky Friday Mine, Idaho, U.S.A. Filed as exhibit 96.2 to Registrant's Form 10-K for the year ended December 31, 2021 (File No. 1-8491) and incorporated herein by reference. 96.3 Technical Report Summary on the Casa Berardi Mine, Northwestern Qubec, Canada.Filed as exhibit 96.3 to Registrant's Form 10-K for the year ended December 31, 2021 (File No. 1-8491) and incorporated herein by reference. 99.1 Contribution Agreement, dated as of May 19, 2022, among Hecla Mining Company, as sponsor of the Hecla Mining Company Retirement Plan, the Retirement Committee, as the named fiduciary of the Hecla Mining Company Retirement Plan, and U.S. Bank National Association, as trustee of the Hecla Mining Company Retirement Plan Trust. Filed as exhibit 99.1 to Registrants Form 10-Q for the quarter ended June 30, 2022 filed on August 5, 2022 (File No. 1-8491) and incorporated herein by reference. 99.2 Contribution Agreement, dated as of May 19, 2022, among Hecla Mining Company, Hecla Limited as sponsor of the Lucky Friday Pension Plan, the Pension Committee, as the named fiduciary of the Lucky Friday Pension Plan, and U.S. Bank National Association, as trustee of the Lucky Friday Pension Plan. Filed as exhibit 99.2 to Registrants Form 10-Q for the quarter ended June 30, 2022, filed on August 5, 2022 (File No. 1-8491) and incorporated herein by reference.