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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024

or

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

For the transition period from ______________ to ______________

Commission File Number: 001-39649
SSM-0016_Gatos_Silver_Final_RGB.jpg

GATOS SILVER, INC.
(Exact name of registrant as specified in its charter)

Delaware27-2654848
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

925 W Georgia Street, Suite 910
Vancouver, British Columbia, Canada V6C 3L2
(Address of principal executive offices) (Zip Code)

(604) 424-0984
(Registrant’s telephone number, including area code)
N/A
Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per shareGATO
New York Stock Exchange
Toronto Stock Exchange

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.


Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

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 ☑

The Company has 700,000,000 shares of common stock, par value $0.001, authorized of which 69,341,227 were issued and outstanding as of August 6, 2024.


TABLE OF CONTENTS

 Page
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Income
Condensed Consolidated Statements of Stockholders' Equity
Condensed Consolidated Statements of Cash Flows
Notes to Condensed Consolidated Financial Statements
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures about Market Risk
Item 4.Controls and Procedures
Item 1.Legal Proceedings
Item 1A.Risk Factors
Item 5.Other Information
Item 6.Exhibits

i

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

GATOS SILVER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands of United States dollars, except share amounts)
Notes 
June 30, 2024
December 31, 2023
ASSETS    
Current Assets    
Cash and cash equivalents$82,476 $55,484 
Related party receivables5155 560 
Other current assets31,593 22,642 
Total current assets84,224 78,686 
Non-Current Assets  
Investment in affiliates11305,228 321,914 
Deferred tax assets200 266 
Other non-current assets 3382 38 
Total Assets$390,034 $400,904 
LIABILITIES AND STOCKHOLDERS’ EQUITY
  
Current Liabilities  
Accounts payable and other accrued liabilities
4$8,938 $33,357 
Non-Current Liabilities  
Lease liability
218  
Stockholders’ Equity
  
Common Stock, $0.001 par value; 700,000,000 shares authorized; 69,341,227 and 69,181,047 shares outstanding as of June 30, 2024 and December 31, 2023, respectively
117 117 
Paid-in capital554,962 553,319 
Accumulated deficit(174,201)(185,889)
Total stockholders’ equity
380,878 367,547 
Total Liabilities and Stockholders' Equity
$390,034 $400,904 

See accompanying notes to the condensed consolidated financial statements.
1

GATOS SILVER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands of United States dollars, except share amounts)
Three Months Ended
June 30,
Six Months Ended
June 30,
Notes20242023 2024 2023
Expenses  
Exploration$44 $ $75 $26 
General and administrative7,872 6,127 14,835 11,663 
Amortization3 34 7 71 
Total expenses7,919 6,161 14,917 11,760 
Other income (expense)
  
Equity income in affiliates1114,526 1,474 21,814 6,485 
Interest expense
 (183) (347)
Interest income
1,117 126 1,884 287 
Other income
5
1,561 1,151 3,079 2,577 
Other income
17,204 2,568 26,777 9,002 
Income (loss) before taxes9,285 (3,593)11,860 (2,758)
Income tax expense129  172  
Net income (loss) and comprehensive income (loss)
$9,156 $(3,593)$11,688 $(2,758)
Net income (loss) per share:
7  
Basic and Diluted$0.13 $(0.05)$0.17 $(0.04)
Weighted average shares outstanding:
Basic69,217,512 69,162,223 69,199,280 69,162,223 
Diluted71,096,361 69,162,223 70,793,043 69,162,223 

See accompanying notes to the condensed consolidated financial statements.

2

GATOS SILVER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands of United States dollars, except share amounts)
NumberAmount
Common Stock
Common Stock
Paid-in Capital
Accumulated deficitTotal
Balance at December 31, 2023
69,181,047 117 553,319 (185,889)367,547 
Stock-based compensation— — 1,681 — 1,681 
DSU compensation— — 8 — 8 
Net income and comprehensive income— — — 2,532 2,532 
Balance at March 31, 2024
69,181,047 117 555,008 (183,357)371,768 
Stock-based compensation— — 1,615 — 1,615 
RSU settlement139,839— (1,778)— (1,778)
Stock options exercises20,341 — 110 — 110 
DSU compensation— — 7 — 7 
Net income and comprehensive income— — — 9,156 9,156 
Balance at June 30, 2024
69,341,227 117 554,962 (174,201)380,878 
NumberAmount  
Common Stock
 
Common Stock
 
Paid-in Capital
 Accumulated deficit Total
Balance at December 31, 2022
69,162,223 117 547,114 (198,749)348,482 
Stock-based compensation— — 783 — 783 
Net income and comprehensive income— — — 835 835 
Balance at March 31, 2023
69,162,223  117 547,897 (197,914) 350,100 
Stock-based compensation— — 416 — 416 
Net loss and comprehensive loss— — — (3,593)(3,593)
Balance at June 30, 2023
69,162,223 117 548,313 (201,507)346,923 
    

See accompanying notes to the condensed consolidated financial statements.

3

GATOS SILVER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of United States dollars, except share amounts)
Six Months Ended
June 30,
Notes 2024 2023
OPERATING ACTIVITIES  
Net income (loss) and comprehensive income (loss)
$11,688 $(2,758)
Adjustments to reconcile net income to net cash provided (used) by operating activities:
  
Amortization7 71 
Stock-based compensation expense63,295 1,205 
Equity income in affiliates11(21,814)(6,485)
Deferred tax recovery57  
Other60  
Distributions received from affiliate1138,500  
Changes in operating assets and liabilities:  
Receivables from related‑parties405 (389)
Accounts payable and other accrued liabilities(26,338)(648)
Other current assets21,075 1,139 
Net cash provided (used) by operating activities26,935 (7,865)
INVESTING ACTIVITIES  
Net cash used by investing activities  
FINANCING ACTIVITIES  
Proceeds from exercise of stock options111  
Lease payments(54) 
Net cash provided by financing activities57  
Net increase (decrease) in cash and cash equivalents26,992 (7,865)
Cash and cash equivalents, beginning of period55,484 17,004 
Cash and cash equivalents, end of period $82,476 $9,139 
Interest paid$11 $364 
Interest earned
$1,884 $287 

See accompanying notes to the condensed consolidated financial statements.


4

GATOS SILVER, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In thousands of United States dollars, except share amounts)
1.    Basis of Presentation

Basis of Consolidation and Presentation

The financial statements represent the condensed consolidated financial position and results of operations of Gatos Silver, Inc. and its subsidiaries, Gatos Silver Canada Corporation and Minera Luz del Sol S. de R.L. de C.V. Unless the context otherwise requires, references to “Gatos Silver” or the “Company” mean Gatos Silver, Inc. and its consolidated subsidiaries.

The interim condensed consolidated financial statements are unaudited, but include all adjustments, consisting of normal recurring entries, which are necessary for a fair presentation for the dates and periods presented. Interim results are not necessarily indicative of results for a full year. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all financial information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“the SEC”) on February 20, 2024, as amended by Amendment No 1. on Form 10-K/A filed with the SEC on May 6, 2024 (as amended, the “2023 10-K”).

2.    Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

The consolidated financial statements for the year ended December 31, 2023, disclose those accounting policies considered significant in determining results of operations and financial position. There have been no material changes to, or in the application of, the accounting policies previously identified and described in the 2023 10-K.

Recent Accounting Pronouncements

In March 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-02, Codification Improvements: Amendments to Remove References to the Concepts Statements. This ASU contains amendments to the Accounting Standards Codification (the "ASC") that remove references to various FASB Concepts Statements. The FASB has a standing project on its agenda to address suggestions received from stakeholders on the ASC and other incremental improvements to GAAP. This effort facilitates ASC updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The resulting amendments are referred to as ASC improvements. The amendments of this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still assessing the impact of this ASU, but does not expect it to have a material impact on the financial statements.

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the ASC. Certain amendments represent clarifications to or technical corrections of the current requirements. Each amendment in this ASU will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. The Company is still assessing the impact of the standard.

There have been no other accounting pronouncements issued or adopted during the six months ended June 30, 2024, which are expected to have a material impact on the financial statements.

5

3.    Other Current Assets

June 30, 2024
 
December 31, 2023
Value added tax receivable$659 $691 
Prepaid expenses924 1,914 
Insurance proceeds receivable 20,000 
Other assets10 37 
Total other current assets$1,593 $22,642 

The insurance proceeds receivable represents estimated insurance payable by the Company’s insurers to claimants on behalf of the Company related to the settlement of the U.S. Class Action and Canadian Class Action (each, as defined in Note 9) lawsuits. On March 22, 2024, the Company and its insurers made payments in escrow of $1,403 and $19,597, respectively, to fund the U.S. Class Action settlement. On April 26, 2024, the Company and its insurers made a payment in escrow of $2,597 and $403, respectively, to fund the Canadian Class Action settlement. See Note 9 Commitments, Contingencies and Guarantees, for further discussion on the U.S. Class Action and Canadian Class Action lawsuits and related settlements.

As at June 30, 2024, other non-current assets include the right of use asset of $380 for the office lease with the term until January 30, 2027. The corresponding current lease liability of $131 as at June 30, 2024, and $11 as at December 31, 2023, is included in accounts payable, accrued and other liabilities, and a long term lease liability of $218 at June 30, 2024, and nil at December 31, 2023, is included in non-current liabilities.

4.    Accounts Payable and Other Accrued Liabilities

June 30, 2024
December 31, 2023
Accounts payable$233 $2,713 
Accrued expenses6,187 3,031 
Accrued compensation1,892 3,215 
Legal settlement payable 24,000 
Current tax payable
495 387 
Other liabilities
131 11 
Total accounts payable and other current liabilities
$8,938 $33,357 

The legal settlement payable represents the estimated settlement amount payable to claimants included in the U.S. Class Action and Canadian Class Action lawsuits. On March 22, 2024, the Company and its insurers made payments in escrow of $1,403 and $19,597, respectively, to fund the U.S. Class Action settlement. On April 26, 2024, the Company and its insurers made a payment in escrow of $2,597 and $403, respectively, to fund the Canadian Class Action settlement. See Note 9 Commitments, Contingencies and Guarantees, for further discussion on the U.S. Class Action and Canadian Class Action lawsuits and related settlements.

5.    Related Party Transactions

Los Gatos Joint Venture (LGJV)

Under the Unanimous Omnibus Partner Agreement, which governs the respective rights of the Company and Dowa Metals and Mining Co., Ltd., regarding the LGJV, the Company provides certain management and administrative services to the LGJV. The Company earned $1,500 and $1,250 under this agreement for the three months ended June 30, 2024 and 2023, respectively, and for the six months ended June 30, 2024 and 2023, the Company earned $3,000 and $2,500, respectively. The income from these services has been recorded on the consolidated statements of income and comprehensive income under other income. The Company received $1,500 and $417 in cash from the LGJV under this agreement for the three months ended June 30, 2024 and 2023, respectively, and for the six months ended June 30, 2024 and 2023, the Company received $3,000 and $1,667, respectively. The Company had no receivables outstanding under this agreement as of June 30, 2024, and December 31, 2023. The Company also incurs certain LGJV costs that are subsequently reimbursed by the LGJV, of which $155 was outstanding at June 30, 2024, and nil as of December 31, 2023.

6.    Stockholders’ Equity

6

The Company is authorized to issue 700,000,000 shares of $0.001 par value common stock and 50,000,000 shares of $0.001 par value preferred stock.

Stock-Based Compensation

The Company recognized stock-based compensation expense as follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
202420232024 2023
Stock Options$639 $414 $1,329 $1,107 
Performance share units
40 48 91 98 
Restricted share units
935  1,875  
Total stock-based compensation
$1,614 $462 $3,295 $1,205 

Stock Option Transactions

The Company granted 55,000 and 647,753 stock options during the three and six months ended June 30, 2024, with weighted-average grant-date Black-Scholes fair values per share of $5.78 and $3.83, respectively. No stock options were granted during the three and six months ended June 30, 2023. During the three and six months ended June 30, 2024, 46,285 stock options were exercised. There were no stock option exercises during the three and six months ended June 30, 2023.

Total unrecognized stock-based compensation expense as of June 30, 2024, was $3,196, which is expected to be recognized over a weighted average period of 2.1 years.

Stock option activity for the six months ended June 30, 2024, is summarized in the following tables:
Employee & Director Options
Number of options
 
Weighted‑
Average Exercise Price
Outstanding at December 31, 2023
2,616,515$8.83 
Granted
647,753 $6.70 
Exercised
(46,285)$8.32 
Forfeited(17,818)$6.82 
Expired
(9,946)$11.62 
Outstanding at June 30, 2024
3,190,219$8.24 
Vested at June 30, 2024
2,071,738$9.48 

The following assumptions were used to compute the fair value of the options granted using the Black-Scholes option valuation model:
April 2024January 2024
Risk-free interest rate
4.56 %3.86 %
Dividend yield
  
Estimated volatility
58.42 %58.00 %
Expected option life
6 years6 years

At June 30, 2024, the Company had 32,393 stock options previously granted to LGJV-personnel outstanding with a weighted-average exercise price of $7.31 and a weighted-average remaining life of 1.8 years. There were no grants or exercises related to LGJV-personnel during the three and six months ended June 30, 2024 and 2023.

Performance Share Unit ("PSU") Transactions

On December 17, 2021, 119,790 PSUs were granted to the Company’s employees with a weighted-average grant date fair value per share of $14.22. At June 30, 2024, there were 40,802 PSUs outstanding. On June 30, 2024, unrecognized compensation expense related to the PSUs was $75, which is expected to be recognized over a weighted-average period of 0.5 years.
7

Restricted Stock Unit ("RSU") Transactions

RSUs granted are reported as equity awards with a fair value of each RSU equal to the fair value of the Company's common stock on the grant date. Each earned RSU represents the right to receive one share of the Company's common stock, subject to the terms of the grant agreement, and generally vest on or before the third year-end following the grant date.

The following table summarizes the RSU activity for the six months ended June 30, 2024:
Employee RSUs
Number of RSUs
 
Weighted‑
Average Price Per Share
Outstanding at December 31, 2023
925,172$5.04 
Granted
323,875 $6.70 
Settled
(300,729)$5.04 
Forfeited(11,948)$5.50 
Outstanding at June 30, 2024
936,370$5.61 

The Company granted 27,500 and 323,875 RSUs during the three and six months ended June 30, 2024, with weighted-average grant-date fair values per share of $9.80 and $6.70, respectively. There were no RSUs granted during the three and six months ended June 30, 2023. Compensation expense is recognized ratably from the grant date over the requisite vesting period. On June 30, 2024, unrecognized compensation expense related to the RSUs was $3,845, which is expected to be recognized over a weighted-average period of 1.8 years.

Deferred Stock Unit ("DSU") Transactions

DSUs are awarded to directors at the discretion of the Company's Board of Directors. The DSUs are fully vested on the grant date and each DSU entitles the holder to receive one share of the Company’s common stock upon the director’s cessation of continuous service. Non-employee directors are eligible to elect to defer receipt of any portion of annual retainers or meeting fees and take payment in the form of DSUs. The fair value of the DSUs is equal to the fair value of the Company’s common stock on the grant date.

The following table summarizes the DSU activity for the six months ended June 30, 2024:
Employee and Director DSUs
Number of DSUs
 
Weighted‑
Average Price per Share
Outstanding at December 31, 2023
302,920$7.76 
Granted
1,639$9.30 
Outstanding at June 30, 2024
304,559$7.77 

7.    Net Income per Share

Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed similarly, except that weighted-average common shares are increased to reflect the potential dilution that would occur if in-the-money stock options were exercised or common shares were issued upon settlement of PSUs, DSUs or RSUs. The dilutive effects are calculated using the treasury stock method.

For the three and six months ended June 30, 2024, weighted average outstanding in-the-money stock options, PSUs, RSUs and DSUs are included in dilutive earnings per common share calculation. For the three and six months ended June 30, 2023, the Company experienced a net loss; therefore, all stock awards have been excluded from the diluted earnings per share calculation as they were anti-dilutive.

A reconciliation of basic and diluted earnings per common share for the three and six months ended June 30, 2024 and 2023, is as follows:

8

Three Months Ended
June 30,
Six Months Ended
June 30,
202420232024 2023
Net income (loss) and comprehensive income (loss)$9,156 $(3,593)$11,688 $(2,758)
Weighted average shares:  
Basic69,217,512 69,162,223 69,199,280 69,162,223 
Effect of dilutive stock options
975,510  723,431  
Effect of dilutive PSUs
42,169  42,169  
Effect of dilutive RSUs
557,333  524,785  
Effect of dilutive DSUs303,837  303,378  
Diluted71,096,36169,162,22370,793,04369,162,223
Net income (loss) per share:
  
Basic and Diluted$0.13 $(0.05)$0.17 $(0.04)

8.    Fair Value Measurements

The Company establishes a framework for measuring the fair value of assets and liabilities in the form of a fair value hierarchy that prioritizes the inputs into valuation techniques used to measure fair value into three broad levels. This hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs. Further, financial assets and liabilities should be classified by level in their entirety based upon the lowest level of input that was significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: Quoted prices in inactive markets for identical assets or liabilities, quoted prices for similar assets or liabilities in active markets, or other observable inputs either directly related to the asset or liability or derived principally from corroborated observable market data.

Level 3: Unobservable inputs due to the fact there is little or no market activity. This entails using assumptions in models which estimate what market participants would use in pricing the asset or liability.

Assets and Liabilities that are Measured at Fair Value on a Non-recurring Basis

The Company discloses and recognizes its non-financial assets and liabilities at fair value on a non-recurring basis and makes adjustments to fair value, as needed (for example, when there is evidence of impairment).

The Company recorded its initial investment in affiliates at fair value within Level 3 of the fair value hierarchy, as the valuation was determined based on internally developed assumptions with few observable inputs and no market activity.

9.    Commitments, Contingencies and Guarantees

In determining its accruals and disclosures with respect to loss contingencies, the Company will charge to income an estimated loss if information available prior to the issuance of the condensed consolidated financial statements indicates that it is probable that a liability has been incurred at the date of the condensed consolidated financial statements and the amount of the loss can be reasonably estimated. Legal expenses associated with the commitments and contingencies are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the condensed consolidated financial statements when it is at least reasonably possible that a material loss could be incurred.

9

Environmental Contingencies

The Company’s mining and exploration activities are subject to various laws, regulations and permits governing the protection of the environment. These laws, regulations and permits are continually changing and are generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws, regulations and permits, but cannot predict the full amount of such future expenditures.

Legal

On February 22, 2022, a purported Company stockholder filed a putative class action lawsuit in the United States District Court for the District of Colorado (the "District Court") against the Company, certain of our former officers, and several directors (the "U.S. Class Action"). An amended complaint was filed on August 15, 2022. The amended complaint, allegedly brought on behalf of certain purchasers of the Company’s common stock and certain traders of call and put options on the Company’s common stock from December 9, 2020 through January 25, 2022, seeks, among other things, damages, costs, and expenses, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 as well as Sections 11 and 15 of the Securities Act of 1933. The amended complaint alleges that certain individual defendants and the Company, pursuant to the control and authority of the individual defendants, made false and misleading statements and/or omitted certain material information regarding the mineral resources and reserves at the Cerro Los Gatos mine. The Company and all defendants filed a motion to dismiss this action on October 14, 2022. That motion was fully briefed as of December 23, 2022. On April 26, 2023, following a joint motion, the District Court postponed its ruling on the defendants’ motion to dismiss until on or after June 16, 2023.

On June 13, 2023, the Company entered into an agreement in principle to settle the U.S. Class Action. Subject to certain conditions, including class certification by the District Court, the execution of a definitive stipulation of settlement and approval of the settlement by the District Court, the settling parties agreed to resolve the U.S. Class Action for an aggregate payment by the Company and its insurers of $21,000 to a settlement fund. On June 16, 2023, the parties filed a joint status report requesting that the District Court grant a temporary stay of all proceedings in the case pending submission of proposed settlement documentation on or before July 13, 2023. On July 13, 2023, the plaintiffs filed an unopposed motion for an order preliminarily approving a stipulation of settlement agreed by the parties and providing for class notice which will provide for (i) preliminary approval of the settlement; (ii) approval of the form and manner of giving notice of the settlement to the settlement class; and (iii) a hearing date and time to consider final and approval of the settlement and related matters (the “Preliminary Order”). On September 12, 2023, the plaintiffs filed an unopposed motion to amend the Preliminary Order to reflect certain changes to the form of release proposed to be executed by the plaintiffs.

The District Court issued its Preliminary Order on February 29, 2024, approving the proposed settlement. Consistent with the stipulation of settlement requiring that a settlement account be funded within 30 days of the Preliminary Order, the Company and its insurers have fully funded that account, with $1,403 funded by the Company and $19,597 funded by the Company’s insurers. The final fairness hearing with the District Court was held on May 29, 2024. The final settlement remains subject to final court approval, and as a result, there can be no assurance that the U.S. Class Action will be resolved pursuant to the terms of the settlement agreement.

By Notice of Action issued February 9, 2022, and subsequent Statement of Claim dated March 11, 2022, Izabela Przybylska (the "Plaintiff") commenced a putative class action against the Company, certain of its former officers, and others in the Ontario Superior Court of Justice on behalf of a purported class of all persons or entities, wherever they may reside or be domiciled, who acquired securities of the Company in both the primary and secondary markets during the period from October 28, 2020 until January 25, 2022 (the “Canadian Class Action”). The action asserts claims under Canadian securities legislation and at common law and seeks unspecified monetary damages and other relief in respect of allegations the defendants made false and misleading statements and omitted material information regarding the mineral resources and reserves of the Company.

On January 26, 2024, counsel for the Company and counsel for the Plaintiff executed a term sheet wherein any claims against the Company and the named individuals would be settled for a payment by the Company of $3,000. Such counsel subsequently agreed to and executed a definitive settlement agreement. On April 16, 2024, the Ontario Superior Court approved the settlement on a preliminary basis. Consistent with the terms of the settlement requiring that an escrow account be funded within 30 days of preliminary court approval, the Company and its insurers have fully funded an escrow account, with $2,597 funded by the Company and $403 funded by the Company’s insurers. The final fairness hearing with the Ontario Superior Court was held on June 28, 2024, and the Ontario Superior Court issued orders approving the settlement.

The Company has made disclosures to the U.S. Department of Justice (the "DOJ") and the SEC regarding its January 25, 2022 press release and issues related to CLG’s mineral reserves and mineral resources at the time. The Company has been cooperating with those agencies’ investigations. The Company was advised on July 15, 2024, that the DOJ has closed its investigation in relation to the Company. The Company understands that the SEC's investigation has not been completed and cannot reasonably predict any outcome.

10

There can be no assurance that any of the foregoing matters individually or in aggregate will not result in outcomes that are materially adverse for the Company.

10.    Segment Information

The Company operates in a single industry as a corporation engaged in the acquisition, exploration and development of primarily silver mineral interests. The Company has mineral property interests in Mexico. The Company’s reportable segments are based on the Company’s mineral interests and management structure and include Mexico and Corporate segments. The Mexico segment engages in the exploration, development and operation of the Company’s Mexican mineral properties and includes the Company’s investment in the LGJV. Financial information relating to the Company’s segments is as follows:

Three Months Ended
June 30, 2024
Three Months Ended
June 30, 2023
Mexico Corporate Total Mexico Corporate Total
Exploration expense
$44 $ $44 $ $ $ 
General and administrative expense
273 7,599  7,872  14 6,113  6,127 
Amortization expense
3   3  7 27  34 
Equity income in affiliates
(14,526)  (14,526) (1,474)  (1,474)
Interest expense    183 183 
Interest income (1,117)(1,117) (126)(126)
Other income
(69)(1,492) (1,561) (62)(1,089) (1,151)
Income tax expense 129 129    
Total assets75,432 314,602  390,034  143,012 238,284  381,296 
Six Months Ended
June 30, 2024
Six Months Ended
June 30, 2023
MexicoCorporateTotalMexicoCorporateTotal
Exploration expense$75 $ $75 $26 $26 
General and administrative expense447 14,388 14,835 238 11,425 11,663 
Amortization expense7  7 7 64 71 
Equity income in affiliates(21,814) (21,814)(6,485) (6,485)
Interest expense    347 347 
Interest income (1,884)(1,884) (287)(287)
Other income
(61)(3,018)(3,079)(76)(2,501)(2,577)
Income tax expense 172 172    
Total assets75,432 314,602 390,034 $143,012 $238,284 381,296 


11.    Investment in Affiliates

Equity income in affiliates represents the Company's ownership share of the LGJV Entities' results, including the effect of the priority distribution payment and amortization of the carrying value of the investment in excess of the underlying net assets of the LGJV Entities. This basis difference of $1,090 at June 30, 2024 ($699 at December 31, 2023) is being amortized as the LGJV Entities' proven and probable reserves are processed.

11

The table below presents a reconciliation of the Investment in Affiliates at June 30, 2024:

Balance at December 31, 2023
$321,914 
LGJV net income and comprehensive income (70%)
21,461 
Basis amortization(85)
Impact of the priority distribution payment438 
Equity income in affiliates21,814 
Distributions from the LGJV
(38,500)
Balance at June 30, 2024
$305,228 

The table below presents equity income in affiliates recognized in the three and six months ended June 30, 2024 and 2023:

Three Months Ended
June 30,
Six Months Ended
June 30,
202420232024 2023
Equity income in affiliates$14,526 $1,474 $21,814 $6,485 

The table below shows the distributions made to the partners by the LGJV and the Company's share of the distributions made during 2024:

LGJV
Company's Share
February 15, 2024$30,000 $21,000 
April 22, 202425,000 17,500 
Total$55,000 $38,500 

Subsequently, on July 29, 2024, the LGJV made a $40,000 capital distribution to the LGJV partners, of which the Company’s share
was $28,000.

The LGJV combined balance sheets as of June 30, 2024, and December 31, 2023, the combined statements of income for the three and six months ended June 30, 2024 and 2023, and the statement of cash flows for the six months ended June 30, 2024 and 2023, are as follows:
12

LOS GATOS JOINT VENTURE
COMBINED BALANCE SHEETS (UNAUDITED)


(in thousands)
June 30,
2024
 
December 31,
2023
ASSETS
Current Assets   
Cash and cash equivalents$45,523 $34,303 
Receivables12,559 12,634 
Inventories15,782 16,397 
VAT receivable12,781 12,610 
Income tax receivable13,580 20,185 
Other current assets2,652 1,253 
Total current assets102,877 97,382 
Non-Current Assets  
Mine development, net231,138 234,980 
Property, plant and equipment, net161,171 171,965 
Deferred tax assets
2,783 9,568 
Total non-current assets395,092 416,513 
Total Assets$497,969 $513,895 
LIABILITIES AND OWNERS’ CAPITAL  
Current Liabilities  
Accounts payable and accrued liabilities$47,293 $38,704 
Related party payable192 560 
Total current liabilities47,485 39,264 
Non-Current Liabilities  
Lease liability172 208 
Asset retirement obligation12,027 11,593 
Deferred tax liabilities
3,681 3,885 
Total non-current liabilities15,880 15,686 
Owners’ Capital  
Capital contributions400,638 455,638 
Paid-in capital18,186 18,186 
Retained earnings (accumulated deficit)15,780 (14,879)
Total owners’ capital434,604 458,945 
Total Liabilities and Owners’ Capital$497,969 $513,895 

13

LOS GATOS JOINT VENTURE
COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)


Three Months Ended,
June 30,
Six Months Ended,
June 30,
(in thousands)
2024
2023
 
2024
 
2023
Revenue$94,198 $58,259 $166,416 $128,124 
Expenses  
Cost of sales31,956 25,821 62,727 51,809 
Royalties and duties
713 308 1,043 726 
Exploration1,601 657 2,972 1,120 
General and administrative4,089 4,402 8,374 8,338 
Depreciation, depletion and amortization20,821 22,027 41,077 42,846 
Total expenses59,180 53,215 116,193 104,839 
Other expense (income)  
Accretion expense218 296 435 593 
Interest expense554 15 749 141 
Interest income
(270)(555)(543)(555)
Other expense653 43 648 31 
Foreign exchange loss (gain)832 (242)956 (1,070)
1,987 (443)2,245 (860)
  
Income before taxes33,031 5,487 47,978 24,145 
Income tax expense12,544 4,741 17,319 10,698 
Net income and comprehensive income$20,487 $746 $30,659 $13,447 
14

LOS GATOS JOINT VENTURE
COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended
June 30,
(in thousands)
2024 2023
Cash flows from operating activities:   
Net income and comprehensive income
$30,659 $13,447 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation, depletion and amortization41,077 42,846 
Accretion435 593 
Deferred taxes6,691 5,453 
Unrealized loss (gain) on foreign currency rate change1,016 (55)
Other (7)
Changes in operating assets and liabilities:
VAT receivable(442)5,828 
Receivables75 20,910 
Inventories178 (400)
Other current assets(1,404)(1,281)
Income tax receivable4,912 (2,459)
Accounts payable and other accrued liabilities8,978 (10,884)
Payables to related parties(367)374 
Net cash provided by operating activities91,808 74,365 
Cash flows from investing activities:  
Mine development(21,071)(18,597)
Purchase of property, plant and equipment(4,486)(8,718)
Materials and supplies inventory 1,323 
Net cash used by investing activities(25,557)(25,992)
Cash flows from financing activities:  
Equipment loan and lease payments
(31)(503)
Capital distributions
(55,000) 
Net cash used by financing activities(55,031)(503)
Net Increase in cash and cash equivalents
11,220 47,870 
Cash and cash equivalents, beginning of period34,303 34,936 
Cash and cash equivalents, end of period$45,523 $82,806 
Interest paid$419 $132 
Interest earned
$543 $555 
15



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of the Company and should be read in conjunction with the Company’s condensed consolidated financial statements and related notes and other information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”) and the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” both of which are contained in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“the SEC”) on February 20, 2024, and the amended by Amendment No. 1 on Form 10-K/A filed with the SEC on May 6, 2024 (as amended, the “2023 10-K”). References to the “Company," “Gatos Silver,” “we,” “us,” “our” and other similar words refer to Gatos Silver, Inc. and its consolidated subsidiaries, unless the context suggests otherwise.

Forward-Looking Statements

This Report contains statements that constitute “forward looking information” and “forward-looking statements” within the meaning of U.S. and Canadian securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by words such as “may,” “might,” “could,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” "intends," "projects," “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements may include, but are not limited to, the following:

estimates of future mineral production and sales;
estimates of future production costs, other expenses and taxes for specific operations and on a consolidated basis;
estimates of future cash flows and the sensitivity of cash flows to gold, copper, silver, lead, zinc and other metal prices;
estimates of future capital expenditures, construction, production or closure activities and other cash needs, for specific operations and on a consolidated basis, and expectations as to the funding or timing thereof;
estimates as to the projected development of certain ore deposits, including the timing of such development, the costs of such development and other capital costs, financing plans for these deposits and expected production commencement dates;
estimates of mineral reserves and mineral resources statements regarding future exploration results and mineral reserve and mineral resource replacement and the sensitivity of mineral reserves to metal price changes;
statements regarding the availability of, and terms and costs related to, future borrowing or financing and expectations regarding future debt repayments;
statements regarding future dividends and returns to shareholders;
estimates regarding future exploration expenditures, programs and discoveries;
statements regarding fluctuations in financial and currency markets;
estimates regarding potential cost savings, productivity, operating performance and ownership and cost structures;
expectations regarding statements regarding future transactions, including, without limitation, statements related to future acquisitions and projected benefits, synergies and costs associated with acquisitions and related matters;
expectations of future equity and enterprise value;
expectations regarding the start-up time, design, mine life, production and costs applicable to sales and exploration potential of our projects;
statements regarding future hedge and derivative positions or modifications thereto;
statements regarding local, community, political, economic or governmental conditions and environments;
statements regarding the outcome of any legal, regulatory or judicial proceeding;
statements regarding the impacts of changes in the legal and regulatory environment in which we operate, including, without limitation, relating to state, regional, national, domestic and foreign laws;
statements regarding climate strategy and expectations regarding greenhouse gas emission targets and related operating costs and capital expenditures;
statements regarding expected changes in the tax regimes in which we operate, including, without limitation, estimates of future tax rates and estimates of the impacts to income tax expense, valuation of deferred tax assets and liabilities, and other financial impacts;
estimates of income taxes and expectations relating to tax contingencies or tax audits;
estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters, including without limitation, in connection with water treatment and tailings management;
statements relating to potential impairments, revisions or write-offs, including without limitation, the result of fluctuation in metal prices, unexpected production or capital costs, or unrealized mineral reserve potential;
estimates of pension and other post-retirement costs;
statements regarding estimates of timing of adoption of recent accounting pronouncements and expectations regarding future impacts to the financial statements resulting from accounting pronouncements;
16

estimates of future cost reductions, synergies, savings and efficiencies in connection with full potential programs and initiatives; and
expectations regarding future exploration and the development, growth and potential of operations, projects and investments, including in respect of the Cerro Los Gatos ("CLG") and the Los Gatos District ("LGD").

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. These statements are not a guarantee of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. Important factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the risks set forth under “Risk Factors Summary,” and under “Item 1A. Risk Factors.” in the 2023 10-K. Such factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this Report and those described from time to time in our filings with the SEC, including, but not limited to, the 2023 10-K. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. Undue reliance should not be placed on these forward-looking statements. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events, except as required by law. Certain forward-looking statements are based on assumptions, qualifications and procedures which are set out only in the Los Gatos Technical Reports. For a complete description of assumptions, qualifications and procedures associated with such information, reference should be made to the full text of the Los Gatos Technical Reports.

Second Quarter and First Half 2024 Highlights

Gatos Silver

Second Quarter 2024

Cash flow provided by operating activities and free cash flow1 totaled $11.8 million for the three months ended June 30, 2024, compared to net cash flow used by operating activities and free cash outflow1 of $3.8 million in the same period in 2023.
Net income and comprehensive income of $9.2 million for the three months ended June 30, 2024, compared to a $3.6 million net loss in the same period of the prior year due to significantly higher equity income in affiliates and interest income in the current period.
Earnings before interest, tax, depreciation and amortization (“EBITDA”)1 were $8.2 million in the three months ended June 30, 2024, compared to a $3.5 million loss in the same period in 2023.
First Half 2024

Cash flow provided by operating activities and free cash flow1 totaled $26.9 million for the six months ended June 30, 2024 compared to net cash flow used by operating activities and free cash flow1 of $7.9 million in the same period in 2023.
Net income and comprehensive income of $11.7 million for the six months ended June 30, 2024, compared to a net loss of $2.8 million in the same period in 2023.
EBITDA1 for the six months ended June 30, 2024, was $10.0 million, compared to a $2.6 million loss in the same period in 2023.
Cash and cash equivalents at June 30, 2024, were $82.5 million, compared to $55.5 million at December 31, 2023, and the Company had $50.0 million available for withdrawal from its revolving credit facility (the "Credit Facility").
Cash and cash equivalents at July 31, 2024, were $108.9 million after receipt of a capital distribution of $28.0 million from the Los Gatos Joint Venture ("LGJV") on July 29, 2024.







1 "See Non-GAAP Financial Measures" below
17

LGJV (100% basis)

Operational highlights

Second Quarter 2024

CLG produced 2.30 million ounces of silver, 12.0 million pounds of lead and 19.1 million pounds of zinc for the three months ended June 30, 2024, compared to 2.0 million ounces of silver, 9.7 million pounds of lead and 14.8 million pounds of zinc for the three months ended June 30, 2023.
The processing plant processed 294,869 tonnes, compared to 265,342 tonnes in the second quarter of 2023. CLG had record process plant throughput rates, averaging 3,240 tonnes per day ("tpd"), an 11% increase from 2,916 tpd for the three months ended June 30, 2023.
Exploration and definition drilling in the South-East deeps zone of CLG continued in the second quarter of 2024, with the focus on mine life extension. Drilling results during the quarter continued to successfully demonstrate the extension of mineralization beyond what will form the base of the 2024 mineral reserve and resource update, continuing to highlight the additional potential of the system.
Exploration work in the LGD ramped up during the quarter, with drilling continuing at the Portigueño target, drilling initiated at both the San Luis and the CLG Central Deeps targets, and field mapping and rock geochemistry sampling continuing in the Lince, San Agustin, and La Paula districts. Initial drilling results from the San Luis target, in particular, showed promising mineralized intersections.

First Half 2024

CLG produced 4.67 million ounces of silver, 22.2 million pounds of lead and 34.9 million pounds of zinc for the six months ended June 30, 2024, compared to 4.43 million ounces of silver, 19.1 million pounds of lead and 28.9 million pounds of zinc for the six months ended June 30, 2023.
The processing plant processed 586,983 tonnes, compared to 525,770 tonnes for the six months ended June 30, 2023. CLG had record process plant throughput rates, averaging 3,225 tpd, an 11% increase from 2,905 tpd for the six months ended June 30, 2023.

Financial highlights

Second Quarter 2024

Revenue of $94.2 million for the three months ended June 30, 2024, increased by 62% compared to the three months ended June 30, 2023.
Cost of sales totaled $32.0 million for the three months ended June 30, 2024, an increase of 24% compared to the same period in 2023.
For the three months ended June 30, 2024, co-product all-in-sustaining1 cost per ounce of payable silver equivalent and by-product all-in-sustaining cost1 per ounce of payable silver decreased to $15.26 and $6.57, respectively, compared to $17.55 and $14.32 for the three months ended June 30, 2023, respectively.
Net income and comprehensive income totaled $20.5 million for the three months ended June 30, 2024, compared to $0.7 million in the same period in 2023.
EBITDA1 for the three months ended June 30, 2024, was $54.1 million, compared to $27.0 million in the same period in 2023.
Cash flow provided by operating activities was $54.5 million and $34.3 million for the three months ended June 30, 2024 and 2023, respectively.
The LGJV’s free cash flow1 for the three months ended June 30, 2024, was $40.8 million, compared to $19.7 million in the comparable period in 2023.
Cash and cash equivalents at June 30, 2024, were $45.5 million, compared to $34.3 million at December 31, 2023.
Cash and cash equivalents at July 31, 2024, were $24.4 million after making a capital distribution of $40.0 million to the LGJV on July 29, 2024.

First Half 2024

Revenue of $166.4 million increased by 30% for the six months ended June 30, 2024, compared to the six months ended June 30, 2023.
Cost of sales of $62.7 million increased by 21% for the six months ended June 30, 2024, compared to the same period in 2023.
18

For the six months ended June 30, 2024, co-product all-in sustaining cost1 per ounce of payable silver equivalent and by-product all-in sustaining cost1 per ounce of payable silver increased to $14.73 and $8.42, respectively, compared to $14.94 and $9.80 for the six months ended June 30, 2023, respectively.
Net income and comprehensive income of $30.7 million in the six months ended June 30, 2024, increased from $13.4 million in the same period in 2023.
EBITDA1 for the six months ended June 30, 2024, was $89.3 million, compared to $66.6 million in the same period 2023.
Cash flow provided by operating activities was $91.8 million and $74.4 million for the six months ended June 30, 2024 and 2023, respectively.
Free cash flow1 for the six months ended June 30, 2024, was $66.3 million, compared to $48.4 million in the comparable period in 2023.



1 See “Non-GAAP Financial Measures” below.











19

Results of Operations

Results of operations - Gatos Silver

The following table presents certain select financial information of Gatos Silver for the three and six months ended June 30, 2024 and 2023. In accordance with generally accepted accounting principles in the United States (‘‘U.S. GAAP’’), these financial results represent the consolidated results of operations of our Company and its subsidiaries.

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands expect per share data)
202420232024 2023
Expenses  
Exploration$44 $— $75 $26 
General and administrative7,872 6,127 14,835 11,663 
Amortization34 71 
Total expenses7,919 6,161 14,917 11,760 
Other income  
Equity income in affiliates14,526 1,474 21,814 6,485 
Interest expense
— (183)— (347)
Interest income
1,117 126 1,884 287 
Other income1,561 1,151 3,079 2,577 
Net other income17,204 2,568 26,777 9,002 
Income (loss) before taxes9,285 (3,593)11,860 (2,758)
Income tax expense129 — 172 — 
Net income (loss) and comprehensive income (loss)$9,156 $(3,593)$11,688 $(2,758)
Net income (loss) and comprehensive income (loss) per share (basic and diluted)
$0.13 $(0.05)$0.17 $(0.04)
EBITDA1
$8,171 $(3,502)9,983 (2,627)
Net cash provided (used) by operating activities$11,799 $(3,762)26,935 (7,865)
Free cash flow1
$11,799 $(3,762)$26,935 $(7,865)
__________________________
1 See “Non-GAAP Financial Measures” below.

Gatos Silver

Three Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023

General and administrative expenses

The $1.7 million increase in general and administration expenses is primarily due to a $1.2 million increase in non-cash stock-based compensation expense, as a result of equity grants since September 2023, after an extended blackout period, and a $0.6 million increase in legal and consulting fees, which are not expected to be recurring beyond 2024. General and administrative expenses, net of non-cash stock-based compensation expense of $1.6 million for the three months ended June 30, 2024, was $6.3 million, compared to $5.7 million, net of $0.5 million of non-cash stock-based compensation expense in the prior period.

Equity income in affiliates

The increase in equity income resulted primarily from the LGJV reporting net income of $20.5 million for the three months ended June 30, 2024, compared to $0.7 million for the three months ended June 30, 2023. See “Results of operations LGJV” below.

20

Interest income

The $1.0 million increase in interest income is attributed to higher cash balances during the period and higher interest rates on cash deposits.

Other income

Other income increased $0.4 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, of which $0.3 million was due to increased LGJV management fees effective October 2023, and $0.1 million due to foreign exchange gains.

Net income (loss) and comprehensive income (loss)

For the three months ended June 30, 2024, the Company recorded net income and comprehensive income of $9.2 million, or $0.13 per share, compared to net loss and comprehensive loss of $3.6 million, or $0.05 loss per share, for the three months ended June 30, 2023. The increase is mainly due to the increase in equity income in affiliates and interest income, partly offset by an increase in general and administrative expenses.

Six Months Ended June 30, 2024, Compared to Six Months Ended June 30, 2023

General and administrative expenses

The $3.2 million increase in general and administrative expenses is primarily due to $2.3 million of non-cash stock-based compensation expense as a result of equity grants issued since September 2023, after an extended blackout period, and a $0.9 million increase in consulting and legal fees, which are not expected to be recurring beyond 2024. General and administrative expenses, net of non-cash stock-based compensation expense of $3.3 million for the six months ended June 30, 2024, was $11.5 million, compared to $10.5 million, net of $1.2 million of non-cash stock-based compensation expense in the prior period.

Equity income in affiliates

The $15.3 million increase in equity income is due to the increase in LGJV net income. The LGJV reported net income of $30.7 million for the six months ended June 30, 2024, compared to $13.4 million for the six months ended June 30, 2023. See “Results of operations LGJV” below.

Interest income

The $1.6 million increase in interest income is attributed to higher cash balances during the period and higher interest rates on cash deposits.

Other income

For the six months ended June 30, 2024 and 2023, other income consists primarily of $3.0 million and $2.5 million, respectively, in management fees the Company received from the LGJV, which increased by $1.0 million annually effective October 2023.

Net income (loss) and comprehensive income (loss)

For the six months ended June 30, 2024, the Company recorded net income and comprehensive income of $11.7 million, or $0.17 per share, compared to a net loss and comprehensive loss of $2.8 million, or $0.04 loss per share, for the six months ended June 30, 2023, mainly due to the increase in equity income in affiliates, partly offset by an increase in general and administrative expenses.

21

Results of operations - LGJV

The following table presents operational information and select financial information of the LGJV for the three and six months ended June 30, 2024 and 2023. The financial and operational information of the LGJV and CLG is shown on a 100% basis. As of June 30, 2024 and 2023, our ownership of the LGJV was 70%.

Financial Results
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
2024202320242023
Revenue$94,198 $58,259 $166,416 $128,124 
Cost of sales31,956 25,821 62,727 51,809 
Royalties and duties
713 308 1,043 726 
Exploration1,601 657 2,972 1,120 
General and administrative4,089 4,402 8,374 8,338 
Depreciation, depletion and amortization20,821 22,027 41,077 42,846 
Other expense (income)1,987 (443)2,245 (860)
Income tax expense12,544 4,741 17,319 10,698 
Net income and comprehensive income$20,487 $746 $30,659 $13,447 
EBITDA1
$54,136 $26,974 89,261 66,577 
Net cash provided by operating activities$54,483 $34,321 91,808 74,365 
Free cash flow1
$40,754 $19,695 66,251 48,373 
Sustaining capital1
$11,357 $13,100 20,301 20,742 
Resource development drilling expenditures1
$1,885 $4,041 $5,107 $7,047 
_________________________________
1 See “Non-GAAP Financial Measures” below.

22

Operating Results

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except where otherwise stated)
2024202320242023
Tonnes milled (dry metric tonnes, "dmt")
294,869 265,342 586,983 525,770 
Tonnes milled per day (dmt)3,240 2,916 3,225 2,905 
Average Grades
Silver grade (g/t)273 265 279 296 
Zinc grade (%)4.55 4.00 4.27 3.96 
Lead grade (%)2.06 1.85 1.92 1.86 
Gold grade (g/t)0.29 0.26 0.29 0.28 
Contained Metal
Silver ounces (millions)2.30 2.00 4.67 4.43 
Zinc pounds - in zinc conc. (millions)19.1 14.8 34.9 28.9 
Lead pounds - in lead conc. (millions)12.0 9.7 22.2 19.1 
Gold ounces - in lead conc. (thousands)1.36 1.20 2.75 2.58 
Recoveries1
Silver - in both lead and zinc concentrates88.9 %88.6 %88.9 %88.4 %
Zinc - in zinc concentrate64.6 %63.5 %63.1 %62.8 %
Lead - in lead concentrate89.5 %89.1 %89.4 %88.9 %
Gold - in gold concentrate
48.8 %53.9 %50.4 %54.7 %
Average realized price per silver ounce2
$29.00 $24.11 $25.80 $25.48 
Average realized price per zinc pound2
$1.53 $0.99 $1.32 $1.21 
Average realized price per lead pound2
$0.96 $0.92 $0.91 $0.99 
Average realized price per gold ounce2
$2,200 $1,817 $2,057 $1,801 
Co-product cash cost per ounce of payable silver equivalent3
$11.83 $12.72 $11.70 $11.49 
By-product cash cost per ounce of payable silver3
$0.96 $7.10 $3.66 $4.66 
Co-product AISC per ounce of payable silver equivalent3
$15.26 $17.55 $14.73 $14.94 
By-product AISC per ounce of payable silver3
$6.57 $14.32 $8.42 $9.80 
_________________________________
1 Recoveries are reported for payable metals in the identified concentrate.
2 Realized prices include the impact of final settlement adjustments from sales.
3 See “Non-GAAP Financial Measures” below.



















23



The table below provides a breakdown of the LGJV’s concentrate sales including volumes of payable metal and realized sales prices for the three and six months ended June 30, 2024 and 2023:
                                      
Three Months Ended
June 30,
Six Months Ended
June 30,
2024 202320242023
Sales volumes by payable metal
Silver ounces (millions)2.03  1.81 4.27 4.03 
Zinc pounds - in zinc conc. (millions)15.9 11.7 29.6 23.7 
Lead pounds - in lead conc. (millions)11.0 9.0 21.0 17.9 
Gold ounces - in lead conc. (thousands)0.97 0.93 2.15 2.06 
  Copper pounds - in lead conc. (millions)0.03 — 0.10 — 
Average realized price by payable metal
Average realized price per silver ounce1
$29.00 $24.11 $25.80 $25.48 
Average realized price per zinc pound1
$1.53 $0.99 $1.32 $1.21 
Average realized price per lead pound1
$0.96 $0.92 $0.91 $0.99 
Average realized price per gold ounce1
$2,200 $1,817 $2,057 $1,801 
  Average realized price per copper pound1
$3.74 $— $3.83 $— 
Revenue by payable metal (In thousands)
Silver$58,726 $43,737 $110,105 $102,780 
Zinc$24,357 $11,642 $38,923 $28,826 
Lead$10,542 $8,239 $19,085 $17,633 
Gold$2,123 $1,693 $4,417 $3,702 
  Copper$121 $— $393 $— 
Subtotal
$95,869 $65,311 $172,923 $152,941 
Treatment and refining charges$(2,339)$(3,917)$(6,296)$(8,072)
Subtotal$93,530 $61,394 $166,627 $144,869 
Provisional revenue adjustment$668 $(3,135)$(211)$(16,745)
    Total revenue$94,198 $58,259 $166,416 $128,124 
______________________________
1 Realized prices include the impact of final settlement adjustments from sales


24

Three Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023

Revenue

The LGJV’s concentrate sales for the three months ended June 30, 2024 and 2023, are summarized below:
Three Months Ended
June 30,
(in thousands)
2024 2023
Lead concentrate revenue
$64,808  $49,966 
Zinc concentrate revenue
31,061 15,345 
Treatment and refining charges
(2,339)(3,917)
Subtotal
93,530 61,394 
Provisional revenue adjustments
668 (3,135)
Total Revenue
$94,198 $58,259 

Revenue increased by 62% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The increase in revenue is primarily due to increases in sales volumes of silver, zinc, lead and gold of 12%, 35%, 23% and 4%, respectively, and increases in the average realized prices of silver, zinc, lead and gold of 20%, 55%, 4% and 21%, respectively. Treatment and refining charges decreased by 40.3% due to lower treatment and refining rates. Provisional revenue adjustments account for commodity price fluctuations in concentrate sales that are still subject to final settlement.

Cost of sales

Cost of sales increased by 24% primarily due to a 29% increase in the tonnage of concentrates sold and associated higher mining and processing costs as a result of 11% higher mill throughput. Cost of sales was further impacted by the operating costs of the fluorine leaching plant commissioned in July 2023, and the strengthening of the Mexican peso against the U.S. dollar. Co-product cash cost1 per ounce of payable silver equivalent decreased to $11.83 due to higher payable silver, zinc and lead volumes, partly offset by higher cash costs. By-product cash cost1 per ounce of payable silver decreased to $0.96 due to higher payable silver volumes and significantly higher contribution from by-product that almost fully offset the higher cash costs.

Royalties and duties expense

Royalties and duties expense increased by $0.4 million for the three months ended June 30, 2024, compared to the same period in 2023 due to increased concentrate sales and mining duties during the current year period.

General and administrative expenses

General and administrative expenses for the three months ended June 30, 2024, were $0.3 million lower as compared to the three months ended June 30, 2023, primarily due to $0.6 million reduction in audit and consulting fees, offset by $0.3 million increase in management fees in the current period.

Depreciation, depletion and amortization

Depreciation, depletion, and amortization expense decreased by approximately 5% primarily due to the increase in mineral reserves and the extension of life of mine in July 2023. The reduced depreciation was partly offset by depreciation on the fluorine leaching plant commissioned in July 2023.

Exploration

Exploration expense for the three months ended June 30, 2024, was $0.9 million higher as compared to the three months ended June 30, 2023, primarily due to increased greenfields exploration. The second quarter also highlighted the shift in prioritization to explore the broader LGD, as drilling continued in Portigueño and commenced on both the Central Deeps and San Luis targets, coupled with detailed mapping and rock geochemistry sampling work in other areas.
________________________________
1 See “Non-GAAP Financial Measures” below.


25

Other expense (income)

Other expense was $2.0 million for the three months ended June 30, 2024, compared to other income of $0.4 million for the three months ended June 30, 2023. The total change of $2.4 million is due to a $0.8 million loss on foreign exchange incurred for the three months ended June 30, 2024, compared to a foreign exchange gain of $0.2 million in the same period in 2023, a $1.0 million positive adjustment on VAT receivable balances, and a $0.3 million decrease in interest income in the second quarter 2024, compared to the same period of 2023.

Income tax expense

Income tax expense of $12.5 million was recorded for the three months ended June 30, 2024, compared to income tax expense of $4.7 million for the three months ended June 30, 2023. The 165% increase in income tax expense was primarily due to higher taxable income for the three months ended June 30, 2024.

Net income and comprehensive income

For the three months ended June 30, 2024, the LGJV had net income and comprehensive income of $20.5 million compared to $0.7 million for the three months ended June 30, 2023. The increase in net income and comprehensive income was primarily due to an increase in revenue and, to a lesser extent, the decrease in depreciation, depletion and amortization expense, partly offset by higher cost of sales, royalties and duties, exploration expense, income tax expense and other expenses for the three months ended June 30, 2024, compared to the same period of 2023.

Sustaining capital

For the three months ended June 30, 2024, sustaining capital expenditures primarily consisted of $6.3 million of mine development and $5.1 million of infrastructure and equipment, including $1.7 million for the overhaul of mining equipment. During the three months ended June 30, 2023, sustaining capital expenditures primarily consisted of $5.9 million of mine development and $7.2 million of infrastructure and equipment including construction of the fluorine leach plant.

Resource development drilling expenditures

For the three months ended June 30, 2024 and June 30, 2023 resource development drilling expenditures primarily related to resource expansion drilling of the South-East Deeps zone at CLG. The decrease in resource development drilling expenditures in the three months ended June 30, 2024, is primarily due to less infill drilling, compared to the same period in 2023.

Six Months Ended June 30, 2024, Compared to Six Months Ended June 30, 2023

Revenue

The LGJV’s concentrate sales for the six months ended June 30, 2024 and 2023, are summarized below, in thousands:
Six Months Ended
June 30,
(in thousands)
2024 2023
Lead concentrate revenue
$122,402  $114,944 
Zinc concentrate revenue
50,521 37,997 
Treatment and refining charges
(6,296)(8,072)
Subtotal
166,627 144,869 
Provisional revenue adjustments
(211)(16,745)
Total Revenue
$166,416 $128,124 

Total revenue increased by 30% for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily as a result of increases in metal prices and an increase in payable metals sold. Sales volumes of payable silver, zinc, lead and gold increased by 6%, 25%, 17% and 4%, respectively. The average realized prices of silver, zinc and gold increased by 1%, 9% and 14%, respectively, and the average realized lead price decreased by 8%. Treatment and refining charges decreased by 22% due to lower treatment and refining rates and provision revenue adjustment decreased by 99% due to an increase in future metal prices. Provisional revenue adjustments account for commodity price fluctuations in concentrate sales that are still subject to final settlement.

26

Cost of sales

Cost of sales increased by 21% primarily due to a 23% increase in the tonnage of the concentrate sold and the associated higher mining and processing costs as a result of an 11% increase in mill throughput. Cost of sales was further impacted by the operating costs of the fluorine leaching plant commissioned in July 2023, and the strengthening of the Mexican peso against the U.S. dollar. Co-product cash cost1 per ounce of payable silver equivalent increased slightly to $11.70 due to higher cash costs that were partially offset by higher payable silver, zinc and lead volumes. By-product cash cost1 per ounce of payable silver decreased to $3.66 as higher cash costs were more than offset by a higher contribution from by-products and higher payable silver volumes.

Royalties and duties expense

Royalties and duties expense increased by $0.3 million for the six months ended June 30, 2024, due to increased concentrate sales and mining duties in 2024.

General and administrative expenses

General and administrative expenses for the six months ended June 30, 2024 are consistent with the same period in 2023.

Depreciation, depletion and amortization expense

Depreciation, depletion, and amortization expense decreased by 4% for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, primarily due to the increase in mineral reserves and the extension of the life of the mine in July 2023, partly offset by the additional depreciation charges relating to the fluorine leaching plant, which was commissioned in July 2023.

Exploration expense

Exploration expense for the six months ended June 30, 2024, was $1.9 million higher as compared to the six months ended June 30, 2023, primarily due to increased greenfields exploration.

Other expense (income)

Other expense was $2.2 million for the six months ended June 30, 2024, compared to other income of $0.9 million for the six months ended June 30, 2023. The change is primarily due to a $1.0 million loss on foreign exchange incurred for the six months ended June 30, 2024, due to the strengthening of the Mexican peso, compared to a foreign exchange gain of $1.1 million in the same period in 2023, as well as a $1.0 million positive adjustment on VAT receivable balances during the six months ended June 30, 2024.

Income tax expense

Income tax expense of $17.3 million was recorded for the six months ended June 30, 2024, compared to income tax expense of $10.7 million for the six months ended June 30, 2023. The 62% increase in income tax expense was primarily due to higher taxable income for the six months ended June 30, 2024.

Net income and comprehensive income

For the six months ended June 30, 2024, the LGJV had net income and comprehensive income of $30.7 million compared to $13.4 million for the six months ended June 30, 2023. The increase in net income and comprehensive income was primarily due to an increase in revenue and a decrease in depreciation, depletion and amortization expense, partly offset by higher cost of sales, royalties and duties, exploration, income tax expense and other expense for the six months ended June 30, 2024, compared to other income in the same period of 2023.

Sustaining capital

For the six months ended June 30, 2024, sustaining capital expenditures primarily consisted of $12.7 million of mine development and $7.6 million of infrastructure and equipment including $3.3 million for the overhaul of mining equipment. During the six months ended June 30, 2023, sustaining capital expenditures primarily consisted of $11.2 million of mine development, and $9.5 million of infrastructure and equipment including construction of the fluorine leach plant.

27

Resource development drilling expenditures

For the six months ended June 30, 2024 and 2023, resource development drilling expenditures primarily related to resource expansion drilling of the South-East Deeps zone at CLG. The decrease of $1.9 million is primarily due to the shift from resource development drilling to greenfields exploration.

Cash Flows

Gatos Silver

The following table presents summarized information relating to the Company’s cash flows for the six months ended June 30, 2024 and 2023.
Six Months Ended
June 30,
(in thousands)
2024 2023
Net cash provided (used) by
   
Operating activities$26,935 $(7,865)
Investing activities— — 
Financing activities57 — 
Total change in cash$26,992 $(7,865)
Cash and cash equivalents, beginning of period
$55,484 $17,004 
Cash and cash equivalents, end of period
$82,476 $9,139 

Cash and cash equivalents at June 30, 2024, increased to $82.5 million from $55.5 million at December 31, 2023.

For the six months ended June 30, 2024, cash provided by operating activities was $26.9 million, compared to $7.9 million used by operating activities for the six months ended June 30, 2023, primarily due to the $38.5 million of capital distributions received from the LGJV, partly offset by higher general and administrative expenses.

Free cash flow1 for the six months ended June 30, 2024 increased to $26.9 million from an outflow of $7.9 million for the six months ended June 30, 2023, primarily due to the receipt of capital distributions from LGJV, partly offset by higher general and administrative expenses.

LGJV

The following table presents summarized information relating to the LGJV’s cash flows for the six months ended June 30, 2024 and 2023.
Six Months Ended
June 30,
(in thousands)
20242023
Net cash provided (used) by
  
Operating activities$91,808 $74,365 
Investing activities(25,557)(25,992)
Financing activities(55,031)(503)
Total change in cash$11,220 $47,870 
Cash and cash equivalents, beginning of period
$34,303 $34,936 
Cash and cash equivalents, end of period
$45,523 $82,806 

The LGJV cash and cash equivalents at June 30, 2024, increased to $45.5 million, from $34.3 million at December 31, 2023.

Cash provided by operating activities was $91.8 million and $74.4 million for the six months ended June 30, 2024 and 2023, respectively. The $17.4 million increase in cash provided by operating activities was primarily due to the increase in revenues, partly
1 See "Non-GAAP Financial Measures" below
28

offset by increases in cost of sales, royalties and duties and exploration for the six months ended June 30, 2024, compared to the prior year period.

Cash used by investing activities was $25.6 million and $26.0 million for the six months ended June 30, 2024 and 2023, respectively. During the six months ended June 30, 2024, $4.5 million was incurred on property, plant and equipment expenditures and $21.1 million on mine development expenditures, of which $5.1 million was associated with capitalized development drilling. During the six months ended June 30 2023, $8.7 million was incurred on property, plant and equipment expenditures, $18.6 million on mine development expenditures, of which $7.0 million was associated with capitalized development drilling, offset by $1.3 million of a cash inflow from materials and supplies inventory.

Free cash flow1 for the six months ended June 30, 2024, was $66.3 million, compared to $48.4 million in the same period in 2023 primarily due to higher cash flow provided by operating activities and a slight decrease in capital expenditures for the six months ended June 30, 2024.

Cash used by financing activities was $55.0 million and $0.5 million for the six months ended June 30, 2024 and 2023, respectively. The increase in cash used by financing activities was due to $55.0 million of capital distribution made to the LGJV partners during the six months ended June 30, 2024.

Liquidity and Capital Resources

As of June 30, 2024, and December 31, 2023, the Company had cash and cash equivalents of $82.5 million and $55.5 million, respectively. The increase in cash and cash equivalents of $27.0 million was primarily due to capital distributions of $38.5 million received from the LGJV, partly offset by general and administrative expenses.

The Company manages liquidity risk through its capital structure and the Credit Facility. At June 30, 2024, the Company's borrowing capacity on the Credit Facility is $50.0 million with an accordion feature providing up to an additional $50.0 million, subject to certain conditions. We continue to remain compliant with covenants and do not currently anticipate any events or circumstances that would impact our ability to access funds available on the Credit Facility.

On July 31, 2024, the Company’s cash and cash equivalents were $108.9 million after receipt of a capital distribution of $28.0 million from the LGJV on July 29, 2024. The LGJV had cash and cash equivalents of $24.4 million on July 31, 2024, after the capital distribution of $40.0 million to its partners on July 29, 2024. Neither the Company nor the LGJV had any debt as of June 30, 2024. We believe the Company has sufficient cash and access to borrowings and other resources to carry out its business plans for the next 12 months and beyond.

Contractual Obligations

There have been no material changes from the contractual obligations described in the 2023 10-K.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates described in the 2023 10-K.

Please refer to Note 2 Summary of Significant Accounting Policies in our condensed consolidated financial statements included in this Report and the 2023 10-K for discussion of our critical accounting policies and estimates.

Jumpstart Our Business Startups Act of 2012

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits us, as an “emerging growth company,” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies that are not emerging growth companies. The decision to opt out of the extended transition period under the JOBS Act is irrevocable.

Non-GAAP Financial Measures

We use certain measures that are not defined by GAAP to evaluate various aspects of our business. These non-GAAP financial measures are intended to provide additional information only and do not have any standardized meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP.
29


Cash Costs and All-In Sustaining Costs

Cash costs and all-in sustaining costs (“AISC”) are non-GAAP measures. AISC was calculated based on guidance provided by the World Gold Council (“the WGC”). The WGC is not a regulatory industry organization and does not have the authority to develop accounting standards for disclosure requirements. Other mining companies may calculate AISC differently as a result of differences in underlying accounting principles and policies applied, as well as definitional differences of sustaining versus expansionary (i.e., non-sustaining) capital expenditures based upon each company’s internal policies. Current GAAP measures used in the mining industry, such as cost of sales, do not capture all of the expenditures incurred to discover, develop and sustain production. Therefore, we believe that cash costs and AISC are non-GAAP measures that provide additional information to management, investors and analysts that aid in the understanding of the economics of the Company’s operations and performance compared to other producers and provides investors visibility by better defining the total costs associated with production.

Cash costs include all direct and indirect operating cash costs related directly to the physical activities of producing metals, including mining, processing and other plant costs, treatment and refining costs, general and administrative costs, royalties and duties and mining production taxes. AISC includes total production cash costs incurred at the LGJV’s mining operations plus sustaining capital expenditures. The Company believes this measure represents the total sustainable costs of producing silver from current operations and provides additional information of the LGJV’s operational performance and ability to generate cash flows. As the measure seeks to reflect the full cost of silver production from current operations, new project and expansionary capital at current operations are not included. Certain cash expenditures such as new project spending, tax payments, dividends, and financing costs are not included.

Reconciliation of expenses (GAAP) to non-GAAP measures (Cash Costs and All-In Sustaining Costs)

The table below presents a reconciliation between the most comparable GAAP measure of the LGJV’s expenses to the non-GAAP measures of (i) cash costs, (ii) cash costs, net of by-product credits, (iii) co-product AISC and (iv) by-product AISC for our operations.

30

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except where otherwise stated)
202420232024 2023
Cost of sales$31,956 $25,821 $62,727 $51,809 
Royalties and duties
713 308 1,043 726 
Exploration1,601 657 2,972 1,120 
General and administrative4,089 4,402 8,374 8,338 
Depreciation, depletion and amortization20,821 22,027 41,077 42,846 
Total expenses$59,180 $53,215 $116,193 $104,839 
Depreciation, depletion and amortization(20,821)(22,027)(41,077)(42,846)
Exploration1
(1,601)(657)(2,972)(1,120)
Treatment and refining costs2
2,339 3,917 6,296 8,072 
Cash costs (A)$39,097 $34,448 $78,440 $68,945 
Sustaining capital5
11,357 13,100 20,301 20,742 
Co-product AISC (B)
$50,454 $47,548 $98,741 $89,687 
By-product credits3
(37,144)(21,574)(62,818)(50,161)
AISC, net of by-product credits (C)
$13,310 $25,974 $35,923 $39,526 
Cash costs, net of by-product credits (D)$1,953 $12,874 $15,622 $18,784 
Payable ounces of silver equivalent4 (E)
3,306 2,709 6,703 6,002 
Co-product cash cost per ounce of payable silver equivalent (A/E)$11.83 $12.72 $11.70 $11.49 
Co-product AISC per ounce of payable silver equivalent (B/E)
$15.26 $17.55 $14.73 $14.94 
Payable ounces of silver (F)2,025 1,814 $4,268 $4,033 
By-product cash cost per ounce of payable silver (D/F)$0.96 $7.10 $3.66 $4.66 
By-product AISC per ounce of payable silver (C/F)
$6.57 $14.32 $8.42 $9.80 
_________________________________
1.Exploration costs are not related to current mining operations.
2.Represent reductions on customer invoices and are included in revenue of the LGJV combined statement of operations and comprehensive income.
3.By-product credits reflect realized metal prices of zinc, lead, gold and copper for the applicable period, which includes any final settlement adjustments from prior periods.
4.Silver equivalents utilize the average realized prices during the six months ended June 30, 2024, of $25.80/oz silver, $1.32/lb zinc, $0.91/lb lead, $2,057/oz gold and $3.83/lb copper and the average realized prices during the three months ended June 30, 2024, of $29.00/oz silver, $1.53/lb zinc, $0.96/lb lead and $2,200/oz gold and $3.74/lb copper. Silver equivalents utilize the average realized prices during the six months ended June 30, 2023, of $25.48/oz silver, $1.21/lb zinc, $0.99/lb lead and $1,801/oz gold and the average realized prices during the three months ended June 30, 2023, of $24.11/oz silver, $0.99/lb zinc, $0.92/lb lead and $1,817/oz gold. The average realized prices are determined based on revenue inclusive of final settlements.
5.Sustaining capital excludes resource development drilling costs related to resource development drilling of the South- East Deeps zone.

31

Sustaining capital and Resource development drilling

The following table provides a breakdown of cash flows used by investing activities of the LGJV:

Three Months Ended
June 30,
Six Months Ended June 30,
(in thousands)
2024 202320242023
Cash flow used by investing activities
$13,729 $14,626 $25,557 $25,992 
Sustaining capital
11,357 13,100 20,301 20,742 
Resource development drilling
1,885 4,041 5,107 7,047 
Materials & supplies
— 914 — 1,426 
Change in capital-related accounts payable
487 (3,429)149 (3,223)
Total
$13,729 $14,626 $25,557 $25,992 

EBITDA

Management uses EBITDA to evaluate the Company’s operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. EBITDA is defined as net income adjusted for interest expense, interest income, income tax expense and depreciation, depletion and amortization expense. The Company believes the use of EBITDA reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. EBITDA does not represent, and should not be considered an alternative to, net income (loss) or cash flow from operations as determined under GAAP. The table below reconciles the Company's EBITDA, a non-GAAP measure to the Company's net income (loss) and comprehensive income (loss):

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
202420232024 2023
Net income (loss) and comprehensive income (loss)$9,156 $(3,593)$11,688 $(2,758)
Interest expense
— 183 — 347 
Interest income
(1,117)(126)(1,884)(287)
Income tax expense129 — 172 — 
Depreciation, depletion and amortization expense
34 71 
EBITDA
$8,171 $(3,502)$9,983 $(2,627)

EBITDA for the three and six months ended June 30, 2023, as previously reported, was not adjusted for interest income of $0.1 million and $0.3 million, respectively, as these amounts were not material for the purposes of calculating EBITDA.

The table below reconciles LGJV's EBITDA, a non-GAAP measure, to the its net income and comprehensive income:

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
202420232024 2023
Net income and comprehensive income$20,487 $746 $30,659 $13,447 
Interest expense
554 15 749 141 
Interest income
(270)(555)(543)(555)
Income tax expense12,544 4,741 17,319 10,698 
Depreciation, depletion and amortization expense
20,821 22,027 41,077 42,846 
EBITDA
$54,136 $26,974 $89,261 $66,577 
32


EBITDA for the three and six month periods ended June 30, 2023, as previously reported, was not adjusted for interest income of $0.6 million and $0.6 million, respectively, as these amounts were not material for the purposes of calculating EBITDA.


Free Cash Flow

Management uses free cash flow as a non-GAAP measure to analyze cash flows generated from operations. Free cash flow is cash provided by (used in) operating activities less cash flow (used in) from investing activities as presented on the Condensed Consolidated Statements of Cash Flows. The Company believes free cash flow is also useful for investors as one of the bases for comparing the Company’s performance with its competitors. Although free cash flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of free cash flow is not necessarily comparable to such other similarly titled captions of other companies.

The following table sets forth a reconciliation of free cash flow, a non-GAAP financial measure, to net cash provided (used) by operating activities, which the Company believes to be the GAAP financial measure most directly comparable to free cash flow.

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
202420232024 2023
Net cash provided (used) by operating activities$11,799 $(3,762)$26,935 $(7,865)
Net cash used by investing activities— — — — 
Free cash flow
$11,799 $(3,762)$26,935 $(7,865)

The following table sets forth a reconciliation of free cash flow, a non-GAAP financial measure, to net cash provided by operating activities for the LGJV.

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)
202420232024 2023
Net cash provided by operating activities$54,483 $34,321 $91,808 $74,365 
Net cash used by investing activities(13,729)(14,626)(25,557)(25,992)
Free cash flow
$40,754 $19,695 $66,251 $48,373 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a "smaller reporting company" as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are not required to provide disclosure pursuant to this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2024, due to the material weaknesses in our internal control over financial reporting described in the 2023 10-K.

33

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all errors and fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect resource constraints, which require management to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

34

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

For a description of Legal Proceedings see Note 9. Commitments, Contingencies and Guarantees in Part I, Item 1. of this Report, which is incorporated by reference herein.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Report include, but are not limited to, any of the risks described in the 2023 10-K. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not currently known to us or that we currently deem immaterial may also adversely affect us. As of the date of this Report, there have been no material changes to the risk factors disclosed in the 2023 10-K.

Item 5. Other Information

During the three months ended June 30, 2024, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5–1 trading arrangement” or a “non-Rule 10b5–1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Item 6. Exhibits

31.1*
31.2*
32.1**
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 with applicable taxonomy extension information contained in Exhibits 101)
_________________________________
*    Filed herewith
**    Furnished herewith

35

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

GATOS SILVER, INC.
(Registrant)
August 6, 2024By:/s/ Dale Andres
Dale Andres
Chief Executive Officer
August 6, 2024By:/s/ André van Niekerk
André van Niekerk
Chief Financial Officer

36

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Dale Andres, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Gatos Silver, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2024
By:/s/ Dale Andres
Dale Andres
Chief Executive Officer


EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, André van Niekerk, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Gatos Silver, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2024
By:
/s/ André van Niekerk
André van Niekerk
Chief Financial Officer


EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Gatos Silver, Inc. (the “Company”) for the quarterly period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dale Andres, as Chief Executive Officer of the Company, and André van Niekerk, as Chief Financial Officer of the Company, each hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge and belief, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dale Andres
Dale Andres
Chief Executive Officer
August 6, 2024
 
 
/s/ André van Niekerk
André van Niekerk
Chief Financial Officer
August 6, 2024


v3.24.2.u1
Cover - shares
6 Months Ended
Jun. 30, 2024
Aug. 06, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-39649  
Entity Registrant Name GATOS SILVER, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-2654848  
Entity Address, Address Line One 925 W Georgia Street  
Entity Address, Address Line Two Suite 910  
Entity Address, City or Town Vancouver  
Entity Address, State or Province BC  
Entity Address, Country CA  
Entity Address, Postal Zip Code V6C 3L2  
City Area Code (604)  
Local Phone Number 424-0984  
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol GATO  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period true  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   69,341,227
Entity Central Index Key 0001517006  
Current Fiscal Year End Date --12-31  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current Assets    
Cash and cash equivalents $ 82,476 $ 55,484
Related party receivables 155 560
Other current assets 1,593 22,642
Total current assets 84,224 78,686
Non-Current Assets    
Investment in affiliates 305,228 321,914
Deferred tax assets 200 266
Other non-current assets 382 38
Total Assets 390,034 400,904
Current Liabilities    
Accounts payable and other accrued liabilities 8,938 33,357
Non-Current Liabilities    
Lease liability 218 0
Stockholders’ Equity    
Common Stock, $0.001 par value; 700,000,000 shares authorized; 69,341,227 and 69,181,047 shares outstanding as of June 30, 2024 and December 31, 2023, respectively 117 117
Paid-in capital 554,962 553,319
Accumulated deficit (174,201) (185,889)
Total stockholders’ equity 380,878 367,547
Total Liabilities and Stockholders' Equity $ 390,034 $ 400,904
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 700,000,000 700,000,000
Common stock, shares, outstanding (in shares) 69,341,227 69,181,047
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Expenses        
Exploration $ 44 $ 0 $ 75 $ 26
General and administrative 7,872 6,127 14,835 11,663
Amortization 3 34 7 71
Total expenses 7,919 6,161 14,917 11,760
Other income (expense)        
Equity income in affiliates 14,526 1,474 21,814 6,485
Interest expense 0 (183) 0 (347)
Interest income 1,117 126 1,884 287
Other income 1,561 1,151 3,079 2,577
Other income 17,204 2,568 26,777 9,002
Income (loss) before taxes 9,285 (3,593) 11,860 (2,758)
Income tax expense 129 0 172 0
Net income (loss) 9,156 (3,593) 11,688 (2,758)
Comprehensive income (loss) $ 9,156 $ (3,593) $ 11,688 $ (2,758)
Net income (loss) per share:        
Basic (in dollars per share) $ 0.13 $ (0.05) $ 0.17 $ (0.04)
Diluted (in dollars per share) $ 0.13 $ (0.05) $ 0.17 $ (0.04)
Weighted average shares outstanding:        
Basic (in shares) 69,217,512 69,162,223 69,199,280 69,162,223
Diluted (in shares) 71,096,361 69,162,223 70,793,043 69,162,223
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)
$ in Thousands
Total
Stock Options
Deferred Stock Units
Common Stock
Paid-in Capital
Paid-in Capital
Stock Options
Paid-in Capital
Deferred Stock Units
Accumulated deficit
Beginning balance, common stock (in shares) at Dec. 31, 2022       69,162,223        
Equity, attributable to parent, beginning balance at Dec. 31, 2022 $ 348,482     $ 117 $ 547,114     $ (198,749)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Stock-based compensation 783       783      
Net income (loss) 835             835
Comprehensive income (loss) 835             835
Ending balance, common stock (in shares) at Mar. 31, 2023       69,162,223        
Equity, attributable to parent, ending balance at Mar. 31, 2023 350,100     $ 117 547,897     (197,914)
Beginning balance, common stock (in shares) at Dec. 31, 2022       69,162,223        
Equity, attributable to parent, beginning balance at Dec. 31, 2022 348,482     $ 117 547,114     (198,749)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Stock options exercises (in shares)   0            
Net income (loss) (2,758)              
Comprehensive income (loss) (2,758)              
Ending balance, common stock (in shares) at Jun. 30, 2023       69,162,223        
Equity, attributable to parent, ending balance at Jun. 30, 2023 346,923     $ 117 548,313     (201,507)
Beginning balance, common stock (in shares) at Mar. 31, 2023       69,162,223        
Equity, attributable to parent, beginning balance at Mar. 31, 2023 350,100     $ 117 547,897     (197,914)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Stock-based compensation 416       416      
Stock options exercises (in shares)   0            
Net income (loss) (3,593)             (3,593)
Comprehensive income (loss) (3,593)             (3,593)
Ending balance, common stock (in shares) at Jun. 30, 2023       69,162,223        
Equity, attributable to parent, ending balance at Jun. 30, 2023 $ 346,923     $ 117 548,313     (201,507)
Beginning balance, common stock (in shares) at Dec. 31, 2023 69,181,047     69,181,047        
Equity, attributable to parent, beginning balance at Dec. 31, 2023 $ 367,547     $ 117 553,319     (185,889)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Stock-based compensation   $ 1,681 $ 8     $ 1,681 $ 8  
Net income (loss) 2,532             2,532
Comprehensive income (loss) 2,532             2,532
Ending balance, common stock (in shares) at Mar. 31, 2024       69,181,047        
Equity, attributable to parent, ending balance at Mar. 31, 2024 $ 371,768     $ 117 555,008     (183,357)
Beginning balance, common stock (in shares) at Dec. 31, 2023 69,181,047     69,181,047        
Equity, attributable to parent, beginning balance at Dec. 31, 2023 $ 367,547     $ 117 553,319     (185,889)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Stock options exercises (in shares)   46,285            
Net income (loss) 11,688              
Comprehensive income (loss) $ 11,688              
Ending balance, common stock (in shares) at Jun. 30, 2024 69,341,227     69,341,227        
Equity, attributable to parent, ending balance at Jun. 30, 2024 $ 380,878     $ 117 554,962     (174,201)
Beginning balance, common stock (in shares) at Mar. 31, 2024       69,181,047        
Equity, attributable to parent, beginning balance at Mar. 31, 2024 371,768     $ 117 555,008     (183,357)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Stock-based compensation 1,615   $ 7   1,615   $ 7  
RSU settlement (in shares)       139,839        
RSU settlement (1,778)       (1,778)      
Stock options exercises (in shares)   46,285   20,341        
Stock options exercises 110       110      
Net income (loss) 9,156             9,156
Comprehensive income (loss) $ 9,156             9,156
Ending balance, common stock (in shares) at Jun. 30, 2024 69,341,227     69,341,227        
Equity, attributable to parent, ending balance at Jun. 30, 2024 $ 380,878     $ 117 $ 554,962     $ (174,201)
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
OPERATING ACTIVITIES    
Net income (loss) $ 11,688 $ (2,758)
Comprehensive income (loss) 11,688 (2,758)
Adjustments to reconcile net income to net cash provided (used) by operating activities:    
Amortization 7 71
Stock-based compensation expense 3,295 1,205
Equity income in affiliates (21,814) (6,485)
Deferred tax recovery 57 0
Other 60 0
Distributions received from affiliate 38,500 0
Changes in operating assets and liabilities:    
Receivables from related‑parties 405 (389)
Accounts payable and other accrued liabilities (26,338) (648)
Other current assets 21,075 1,139
Net cash provided (used) by operating activities 26,935 (7,865)
INVESTING ACTIVITIES    
Net cash used by investing activities 0 0
FINANCING ACTIVITIES    
Proceeds from exercise of stock options 111 0
Lease payments (54) 0
Net cash provided by financing activities 57 0
Net increase (decrease) in cash and cash equivalents 26,992 (7,865)
Cash and cash equivalents, beginning of period 55,484 17,004
Cash and cash equivalents, end of period 82,476 9,139
Supplemental Cash Flow Information    
Interest paid 11 364
Interest earned $ 1,884 $ 287
v3.24.2.u1
Basis of Presentation
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of Presentation
Basis of Consolidation and Presentation

The financial statements represent the condensed consolidated financial position and results of operations of Gatos Silver, Inc. and its subsidiaries, Gatos Silver Canada Corporation and Minera Luz del Sol S. de R.L. de C.V. Unless the context otherwise requires, references to “Gatos Silver” or the “Company” mean Gatos Silver, Inc. and its consolidated subsidiaries.

The interim condensed consolidated financial statements are unaudited, but include all adjustments, consisting of normal recurring entries, which are necessary for a fair presentation for the dates and periods presented. Interim results are not necessarily indicative of results for a full year. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all financial information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“the SEC”) on February 20, 2024, as amended by Amendment No 1. on Form 10-K/A filed with the SEC on May 6, 2024 (as amended, the “2023 10-K”).
v3.24.2.u1
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

The consolidated financial statements for the year ended December 31, 2023, disclose those accounting policies considered significant in determining results of operations and financial position. There have been no material changes to, or in the application of, the accounting policies previously identified and described in the 2023 10-K.

Recent Accounting Pronouncements

In March 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-02, Codification Improvements: Amendments to Remove References to the Concepts Statements. This ASU contains amendments to the Accounting Standards Codification (the "ASC") that remove references to various FASB Concepts Statements. The FASB has a standing project on its agenda to address suggestions received from stakeholders on the ASC and other incremental improvements to GAAP. This effort facilitates ASC updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The resulting amendments are referred to as ASC improvements. The amendments of this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still assessing the impact of this ASU, but does not expect it to have a material impact on the financial statements.

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the ASC. Certain amendments represent clarifications to or technical corrections of the current requirements. Each amendment in this ASU will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. The Company is still assessing the impact of the standard.

There have been no other accounting pronouncements issued or adopted during the six months ended June 30, 2024, which are expected to have a material impact on the financial statements.
v3.24.2.u1
Other Current Assets
6 Months Ended
Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Current Assets Other Current Assets
June 30, 2024
 
December 31, 2023
Value added tax receivable$659 $691 
Prepaid expenses924 1,914 
Insurance proceeds receivable— 20,000 
Other assets10 37 
Total other current assets$1,593 $22,642 

The insurance proceeds receivable represents estimated insurance payable by the Company’s insurers to claimants on behalf of the Company related to the settlement of the U.S. Class Action and Canadian Class Action (each, as defined in Note 9) lawsuits. On March 22, 2024, the Company and its insurers made payments in escrow of $1,403 and $19,597, respectively, to fund the U.S. Class Action settlement. On April 26, 2024, the Company and its insurers made a payment in escrow of $2,597 and $403, respectively, to fund the Canadian Class Action settlement. See Note 9 Commitments, Contingencies and Guarantees, for further discussion on the U.S. Class Action and Canadian Class Action lawsuits and related settlements.
As at June 30, 2024, other non-current assets include the right of use asset of $380 for the office lease with the term until January 30, 2027. The corresponding current lease liability of $131 as at June 30, 2024, and $11 as at December 31, 2023, is included in accounts payable, accrued and other liabilities, and a long term lease liability of $218 at June 30, 2024, and nil at December 31, 2023, is included in non-current liabilities.
v3.24.2.u1
Accounts Payable and Other Accrued Liabilities
6 Months Ended
Jun. 30, 2024
Payables and Accruals [Abstract]  
Accounts Payable and Other Accrued Liabilities Accounts Payable and Other Accrued Liabilities
June 30, 2024
December 31, 2023
Accounts payable$233 $2,713 
Accrued expenses6,187 3,031 
Accrued compensation1,892 3,215 
Legal settlement payable— 24,000 
Current tax payable
495 387 
Other liabilities
131 11 
Total accounts payable and other current liabilities
$8,938 $33,357 

The legal settlement payable represents the estimated settlement amount payable to claimants included in the U.S. Class Action and Canadian Class Action lawsuits. On March 22, 2024, the Company and its insurers made payments in escrow of $1,403 and $19,597, respectively, to fund the U.S. Class Action settlement. On April 26, 2024, the Company and its insurers made a payment in escrow of $2,597 and $403, respectively, to fund the Canadian Class Action settlement. See Note 9 Commitments, Contingencies and Guarantees, for further discussion on the U.S. Class Action and Canadian Class Action lawsuits and related settlements.
v3.24.2.u1
Related Party Transactions
6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Los Gatos Joint Venture (LGJV)
Under the Unanimous Omnibus Partner Agreement, which governs the respective rights of the Company and Dowa Metals and Mining Co., Ltd., regarding the LGJV, the Company provides certain management and administrative services to the LGJV. The Company earned $1,500 and $1,250 under this agreement for the three months ended June 30, 2024 and 2023, respectively, and for the six months ended June 30, 2024 and 2023, the Company earned $3,000 and $2,500, respectively. The income from these services has been recorded on the consolidated statements of income and comprehensive income under other income. The Company received $1,500 and $417 in cash from the LGJV under this agreement for the three months ended June 30, 2024 and 2023, respectively, and for the six months ended June 30, 2024 and 2023, the Company received $3,000 and $1,667, respectively. The Company had no receivables outstanding under this agreement as of June 30, 2024, and December 31, 2023. The Company also incurs certain LGJV costs that are subsequently reimbursed by the LGJV, of which $155 was outstanding at June 30, 2024, and nil as of December 31, 2023.
v3.24.2.u1
Stockholders' Equity
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
The Company is authorized to issue 700,000,000 shares of $0.001 par value common stock and 50,000,000 shares of $0.001 par value preferred stock.
Stock-Based Compensation

The Company recognized stock-based compensation expense as follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
202420232024 2023
Stock Options$639 $414 $1,329 $1,107 
Performance share units
40 48 91 98 
Restricted share units
935 — 1,875 — 
Total stock-based compensation
$1,614 $462 $3,295 $1,205 
Stock Option Transactions

The Company granted 55,000 and 647,753 stock options during the three and six months ended June 30, 2024, with weighted-average grant-date Black-Scholes fair values per share of $5.78 and $3.83, respectively. No stock options were granted during the three and six months ended June 30, 2023. During the three and six months ended June 30, 2024, 46,285 stock options were exercised. There were no stock option exercises during the three and six months ended June 30, 2023.
Total unrecognized stock-based compensation expense as of June 30, 2024, was $3,196, which is expected to be recognized over a weighted average period of 2.1 years.
Stock option activity for the six months ended June 30, 2024, is summarized in the following tables:
Employee & Director Options
Number of options
 
Weighted‑
Average Exercise Price
Outstanding at December 31, 2023
2,616,515$8.83 
Granted
647,753 $6.70 
Exercised
(46,285)$8.32 
Forfeited(17,818)$6.82 
Expired
(9,946)$11.62 
Outstanding at June 30, 2024
3,190,219$8.24 
Vested at June 30, 2024
2,071,738$9.48 

The following assumptions were used to compute the fair value of the options granted using the Black-Scholes option valuation model:
April 2024January 2024
Risk-free interest rate
4.56 %3.86 %
Dividend yield
— — 
Estimated volatility
58.42 %58.00 %
Expected option life
6 years6 years

At June 30, 2024, the Company had 32,393 stock options previously granted to LGJV-personnel outstanding with a weighted-average exercise price of $7.31 and a weighted-average remaining life of 1.8 years. There were no grants or exercises related to LGJV-personnel during the three and six months ended June 30, 2024 and 2023.
Performance Share Unit ("PSU") Transactions

On December 17, 2021, 119,790 PSUs were granted to the Company’s employees with a weighted-average grant date fair value per share of $14.22. At June 30, 2024, there were 40,802 PSUs outstanding. On June 30, 2024, unrecognized compensation expense related to the PSUs was $75, which is expected to be recognized over a weighted-average period of 0.5 years.
Restricted Stock Unit ("RSU") Transactions

RSUs granted are reported as equity awards with a fair value of each RSU equal to the fair value of the Company's common stock on the grant date. Each earned RSU represents the right to receive one share of the Company's common stock, subject to the terms of the grant agreement, and generally vest on or before the third year-end following the grant date.

The following table summarizes the RSU activity for the six months ended June 30, 2024:
Employee RSUs
Number of RSUs
 
Weighted‑
Average Price Per Share
Outstanding at December 31, 2023
925,172$5.04 
Granted
323,875 $6.70 
Settled
(300,729)$5.04 
Forfeited(11,948)$5.50 
Outstanding at June 30, 2024
936,370$5.61 

The Company granted 27,500 and 323,875 RSUs during the three and six months ended June 30, 2024, with weighted-average grant-date fair values per share of $9.80 and $6.70, respectively. There were no RSUs granted during the three and six months ended June 30, 2023. Compensation expense is recognized ratably from the grant date over the requisite vesting period. On June 30, 2024, unrecognized compensation expense related to the RSUs was $3,845, which is expected to be recognized over a weighted-average period of 1.8 years.
Deferred Stock Unit ("DSU") Transactions

DSUs are awarded to directors at the discretion of the Company's Board of Directors. The DSUs are fully vested on the grant date and each DSU entitles the holder to receive one share of the Company’s common stock upon the director’s cessation of continuous service. Non-employee directors are eligible to elect to defer receipt of any portion of annual retainers or meeting fees and take payment in the form of DSUs. The fair value of the DSUs is equal to the fair value of the Company’s common stock on the grant date.

The following table summarizes the DSU activity for the six months ended June 30, 2024:
Employee and Director DSUs
Number of DSUs
 
Weighted‑
Average Price per Share
Outstanding at December 31, 2023
302,920$7.76 
Granted
1,639$9.30 
Outstanding at June 30, 2024
304,559$7.77 
v3.24.2.u1
Net Income per Share
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Net Income per Share Net Income per Share
Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed similarly, except that weighted-average common shares are increased to reflect the potential dilution that would occur if in-the-money stock options were exercised or common shares were issued upon settlement of PSUs, DSUs or RSUs. The dilutive effects are calculated using the treasury stock method.

For the three and six months ended June 30, 2024, weighted average outstanding in-the-money stock options, PSUs, RSUs and DSUs are included in dilutive earnings per common share calculation. For the three and six months ended June 30, 2023, the Company experienced a net loss; therefore, all stock awards have been excluded from the diluted earnings per share calculation as they were anti-dilutive.

A reconciliation of basic and diluted earnings per common share for the three and six months ended June 30, 2024 and 2023, is as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
202420232024 2023
Net income (loss) and comprehensive income (loss)$9,156 $(3,593)$11,688 $(2,758)
Weighted average shares:  
Basic69,217,512 69,162,223 69,199,280 69,162,223 
Effect of dilutive stock options
975,510 — 723,431 — 
Effect of dilutive PSUs
42,169 — 42,169 — 
Effect of dilutive RSUs
557,333 — 524,785 — 
Effect of dilutive DSUs303,837 — 303,378 — 
Diluted71,096,36169,162,22370,793,04369,162,223
Net income (loss) per share:
  
Basic and Diluted$0.13 $(0.05)$0.17 $(0.04)
v3.24.2.u1
Fair Value Measurements
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company establishes a framework for measuring the fair value of assets and liabilities in the form of a fair value hierarchy that prioritizes the inputs into valuation techniques used to measure fair value into three broad levels. This hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs. Further, financial assets and liabilities should be classified by level in their entirety based upon the lowest level of input that was significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: Quoted prices in inactive markets for identical assets or liabilities, quoted prices for similar assets or liabilities in active markets, or other observable inputs either directly related to the asset or liability or derived principally from corroborated observable market data.

Level 3: Unobservable inputs due to the fact there is little or no market activity. This entails using assumptions in models which estimate what market participants would use in pricing the asset or liability.

Assets and Liabilities that are Measured at Fair Value on a Non-recurring Basis

The Company discloses and recognizes its non-financial assets and liabilities at fair value on a non-recurring basis and makes adjustments to fair value, as needed (for example, when there is evidence of impairment).

The Company recorded its initial investment in affiliates at fair value within Level 3 of the fair value hierarchy, as the valuation was determined based on internally developed assumptions with few observable inputs and no market activity.
v3.24.2.u1
Commitments, Contingencies and Guarantees
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments, Contingencies and Guarantees Commitments, Contingencies and Guarantees
In determining its accruals and disclosures with respect to loss contingencies, the Company will charge to income an estimated loss if information available prior to the issuance of the condensed consolidated financial statements indicates that it is probable that a liability has been incurred at the date of the condensed consolidated financial statements and the amount of the loss can be reasonably estimated. Legal expenses associated with the commitments and contingencies are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the condensed consolidated financial statements when it is at least reasonably possible that a material loss could be incurred.
Environmental Contingencies

The Company’s mining and exploration activities are subject to various laws, regulations and permits governing the protection of the environment. These laws, regulations and permits are continually changing and are generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws, regulations and permits, but cannot predict the full amount of such future expenditures.

Legal

On February 22, 2022, a purported Company stockholder filed a putative class action lawsuit in the United States District Court for the District of Colorado (the "District Court") against the Company, certain of our former officers, and several directors (the "U.S. Class Action"). An amended complaint was filed on August 15, 2022. The amended complaint, allegedly brought on behalf of certain purchasers of the Company’s common stock and certain traders of call and put options on the Company’s common stock from December 9, 2020 through January 25, 2022, seeks, among other things, damages, costs, and expenses, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 as well as Sections 11 and 15 of the Securities Act of 1933. The amended complaint alleges that certain individual defendants and the Company, pursuant to the control and authority of the individual defendants, made false and misleading statements and/or omitted certain material information regarding the mineral resources and reserves at the Cerro Los Gatos mine. The Company and all defendants filed a motion to dismiss this action on October 14, 2022. That motion was fully briefed as of December 23, 2022. On April 26, 2023, following a joint motion, the District Court postponed its ruling on the defendants’ motion to dismiss until on or after June 16, 2023.

On June 13, 2023, the Company entered into an agreement in principle to settle the U.S. Class Action. Subject to certain conditions, including class certification by the District Court, the execution of a definitive stipulation of settlement and approval of the settlement by the District Court, the settling parties agreed to resolve the U.S. Class Action for an aggregate payment by the Company and its insurers of $21,000 to a settlement fund. On June 16, 2023, the parties filed a joint status report requesting that the District Court grant a temporary stay of all proceedings in the case pending submission of proposed settlement documentation on or before July 13, 2023. On July 13, 2023, the plaintiffs filed an unopposed motion for an order preliminarily approving a stipulation of settlement agreed by the parties and providing for class notice which will provide for (i) preliminary approval of the settlement; (ii) approval of the form and manner of giving notice of the settlement to the settlement class; and (iii) a hearing date and time to consider final and approval of the settlement and related matters (the “Preliminary Order”). On September 12, 2023, the plaintiffs filed an unopposed motion to amend the Preliminary Order to reflect certain changes to the form of release proposed to be executed by the plaintiffs.

The District Court issued its Preliminary Order on February 29, 2024, approving the proposed settlement. Consistent with the stipulation of settlement requiring that a settlement account be funded within 30 days of the Preliminary Order, the Company and its insurers have fully funded that account, with $1,403 funded by the Company and $19,597 funded by the Company’s insurers. The final fairness hearing with the District Court was held on May 29, 2024. The final settlement remains subject to final court approval, and as a result, there can be no assurance that the U.S. Class Action will be resolved pursuant to the terms of the settlement agreement.

By Notice of Action issued February 9, 2022, and subsequent Statement of Claim dated March 11, 2022, Izabela Przybylska (the "Plaintiff") commenced a putative class action against the Company, certain of its former officers, and others in the Ontario Superior Court of Justice on behalf of a purported class of all persons or entities, wherever they may reside or be domiciled, who acquired securities of the Company in both the primary and secondary markets during the period from October 28, 2020 until January 25, 2022 (the “Canadian Class Action”). The action asserts claims under Canadian securities legislation and at common law and seeks unspecified monetary damages and other relief in respect of allegations the defendants made false and misleading statements and omitted material information regarding the mineral resources and reserves of the Company.

On January 26, 2024, counsel for the Company and counsel for the Plaintiff executed a term sheet wherein any claims against the Company and the named individuals would be settled for a payment by the Company of $3,000. Such counsel subsequently agreed to and executed a definitive settlement agreement. On April 16, 2024, the Ontario Superior Court approved the settlement on a preliminary basis. Consistent with the terms of the settlement requiring that an escrow account be funded within 30 days of preliminary court approval, the Company and its insurers have fully funded an escrow account, with $2,597 funded by the Company and $403 funded by the Company’s insurers. The final fairness hearing with the Ontario Superior Court was held on June 28, 2024, and the Ontario Superior Court issued orders approving the settlement.

The Company has made disclosures to the U.S. Department of Justice (the "DOJ") and the SEC regarding its January 25, 2022 press release and issues related to CLG’s mineral reserves and mineral resources at the time. The Company has been cooperating with those agencies’ investigations. The Company was advised on July 15, 2024, that the DOJ has closed its investigation in relation to the Company. The Company understands that the SEC's investigation has not been completed and cannot reasonably predict any outcome.
There can be no assurance that any of the foregoing matters individually or in aggregate will not result in outcomes that are materially adverse for the Company.
v3.24.2.u1
Segment Information
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Information Segment Information
The Company operates in a single industry as a corporation engaged in the acquisition, exploration and development of primarily silver mineral interests. The Company has mineral property interests in Mexico. The Company’s reportable segments are based on the Company’s mineral interests and management structure and include Mexico and Corporate segments. The Mexico segment engages in the exploration, development and operation of the Company’s Mexican mineral properties and includes the Company’s investment in the LGJV. Financial information relating to the Company’s segments is as follows:

Three Months Ended
June 30, 2024
Three Months Ended
June 30, 2023
Mexico Corporate Total Mexico Corporate Total
Exploration expense
$44 $— $44 $— $— $— 
General and administrative expense
273 7,599  7,872  14 6,113  6,127 
Amortization expense
—   27  34 
Equity income in affiliates
(14,526)—  (14,526) (1,474)—  (1,474)
Interest expense— — — — 183 183 
Interest income— (1,117)(1,117)— (126)(126)
Other income
(69)(1,492) (1,561) (62)(1,089) (1,151)
Income tax expense— 129 129 — — — 
Total assets75,432 314,602  390,034  143,012 238,284  381,296 
Six Months Ended
June 30, 2024
Six Months Ended
June 30, 2023
MexicoCorporateTotalMexicoCorporateTotal
Exploration expense$75 $— $75 $26 $26 
General and administrative expense447 14,388 14,835 238 11,425 11,663 
Amortization expense— 64 71 
Equity income in affiliates(21,814)— (21,814)(6,485)— (6,485)
Interest expense— — — — 347 347 
Interest income— (1,884)(1,884)— (287)(287)
Other income
(61)(3,018)(3,079)(76)(2,501)(2,577)
Income tax expense— 172 172 — — — 
Total assets75,432 314,602 390,034 $143,012 $238,284 381,296 
v3.24.2.u1
Investment in Affiliates
6 Months Ended
Jun. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investment in Affiliates Investment in Affiliates
Equity income in affiliates represents the Company's ownership share of the LGJV Entities' results, including the effect of the priority distribution payment and amortization of the carrying value of the investment in excess of the underlying net assets of the LGJV Entities. This basis difference of $1,090 at June 30, 2024 ($699 at December 31, 2023) is being amortized as the LGJV Entities' proven and probable reserves are processed.
The table below presents a reconciliation of the Investment in Affiliates at June 30, 2024:

Balance at December 31, 2023
$321,914 
LGJV net income and comprehensive income (70%)
21,461 
Basis amortization(85)
Impact of the priority distribution payment438 
Equity income in affiliates21,814 
Distributions from the LGJV
(38,500)
Balance at June 30, 2024
$305,228 

The table below presents equity income in affiliates recognized in the three and six months ended June 30, 2024 and 2023:

Three Months Ended
June 30,
Six Months Ended
June 30,
202420232024 2023
Equity income in affiliates$14,526 $1,474 $21,814 $6,485 

The table below shows the distributions made to the partners by the LGJV and the Company's share of the distributions made during 2024:

LGJV
Company's Share
February 15, 2024$30,000 $21,000 
April 22, 202425,000 17,500 
Total$55,000 $38,500 

Subsequently, on July 29, 2024, the LGJV made a $40,000 capital distribution to the LGJV partners, of which the Company’s share
was $28,000.
The LGJV combined balance sheets as of June 30, 2024, and December 31, 2023, the combined statements of income for the three and six months ended June 30, 2024 and 2023, and the statement of cash flows for the six months ended June 30, 2024 and 2023, are as follows
(in thousands)
June 30,
2024
 
December 31,
2023
ASSETS
Current Assets   
Cash and cash equivalents$45,523 $34,303 
Receivables12,559 12,634 
Inventories15,782 16,397 
VAT receivable12,781 12,610 
Income tax receivable13,580 20,185 
Other current assets2,652 1,253 
Total current assets102,877 97,382 
Non-Current Assets  
Mine development, net231,138 234,980 
Property, plant and equipment, net161,171 171,965 
Deferred tax assets
2,783 9,568 
Total non-current assets395,092 416,513 
Total Assets$497,969 $513,895 
LIABILITIES AND OWNERS’ CAPITAL  
Current Liabilities  
Accounts payable and accrued liabilities$47,293 $38,704 
Related party payable192 560 
Total current liabilities47,485 39,264 
Non-Current Liabilities  
Lease liability172 208 
Asset retirement obligation12,027 11,593 
Deferred tax liabilities
3,681 3,885 
Total non-current liabilities15,880 15,686 
Owners’ Capital  
Capital contributions400,638 455,638 
Paid-in capital18,186 18,186 
Retained earnings (accumulated deficit)15,780 (14,879)
Total owners’ capital434,604 458,945 
Total Liabilities and Owners’ Capital$497,969 $513,895 
Three Months Ended,
June 30,
Six Months Ended,
June 30,
(in thousands)
2024
2023
 
2024
 
2023
Revenue$94,198 $58,259 $166,416 $128,124 
Expenses  
Cost of sales31,956 25,821 62,727 51,809 
Royalties and duties
713 308 1,043 726 
Exploration1,601 657 2,972 1,120 
General and administrative4,089 4,402 8,374 8,338 
Depreciation, depletion and amortization20,821 22,027 41,077 42,846 
Total expenses59,180 53,215 116,193 104,839 
Other expense (income)  
Accretion expense218 296 435 593 
Interest expense554 15 749 141 
Interest income
(270)(555)(543)(555)
Other expense653 43 648 31 
Foreign exchange loss (gain)832 (242)956 (1,070)
1,987 (443)2,245 (860)
  
Income before taxes33,031 5,487 47,978 24,145 
Income tax expense12,544 4,741 17,319 10,698 
Net income and comprehensive income$20,487 $746 $30,659 $13,447 
Six Months Ended
June 30,
(in thousands)
2024 2023
Cash flows from operating activities:   
Net income and comprehensive income
$30,659 $13,447 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation, depletion and amortization41,077 42,846 
Accretion435 593 
Deferred taxes6,691 5,453 
Unrealized loss (gain) on foreign currency rate change1,016 (55)
Other— (7)
Changes in operating assets and liabilities:
VAT receivable(442)5,828 
Receivables75 20,910 
Inventories178 (400)
Other current assets(1,404)(1,281)
Income tax receivable4,912 (2,459)
Accounts payable and other accrued liabilities8,978 (10,884)
Payables to related parties(367)374 
Net cash provided by operating activities91,808 74,365 
Cash flows from investing activities:  
Mine development(21,071)(18,597)
Purchase of property, plant and equipment(4,486)(8,718)
Materials and supplies inventory— 1,323 
Net cash used by investing activities(25,557)(25,992)
Cash flows from financing activities:  
Equipment loan and lease payments
(31)(503)
Capital distributions
(55,000)— 
Net cash used by financing activities(55,031)(503)
Net Increase in cash and cash equivalents
11,220 47,870 
Cash and cash equivalents, beginning of period34,303 34,936 
Cash and cash equivalents, end of period$45,523 $82,806 
Interest paid$419 $132 
Interest earned
$543 $555 
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net income (loss) and comprehensive income (loss) $ 9,156 $ 2,532 $ (3,593) $ 835 $ 11,688 $ (2,758)
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Recent Accounting Pronouncements
Recent Accounting Pronouncements

In March 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-02, Codification Improvements: Amendments to Remove References to the Concepts Statements. This ASU contains amendments to the Accounting Standards Codification (the "ASC") that remove references to various FASB Concepts Statements. The FASB has a standing project on its agenda to address suggestions received from stakeholders on the ASC and other incremental improvements to GAAP. This effort facilitates ASC updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The resulting amendments are referred to as ASC improvements. The amendments of this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still assessing the impact of this ASU, but does not expect it to have a material impact on the financial statements.

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the ASC. Certain amendments represent clarifications to or technical corrections of the current requirements. Each amendment in this ASU will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. The Company is still assessing the impact of the standard.

There have been no other accounting pronouncements issued or adopted during the six months ended June 30, 2024, which are expected to have a material impact on the financial statements.
Fair Value Measurements
The Company establishes a framework for measuring the fair value of assets and liabilities in the form of a fair value hierarchy that prioritizes the inputs into valuation techniques used to measure fair value into three broad levels. This hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs. Further, financial assets and liabilities should be classified by level in their entirety based upon the lowest level of input that was significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: Quoted prices in inactive markets for identical assets or liabilities, quoted prices for similar assets or liabilities in active markets, or other observable inputs either directly related to the asset or liability or derived principally from corroborated observable market data.

Level 3: Unobservable inputs due to the fact there is little or no market activity. This entails using assumptions in models which estimate what market participants would use in pricing the asset or liability.

Assets and Liabilities that are Measured at Fair Value on a Non-recurring Basis

The Company discloses and recognizes its non-financial assets and liabilities at fair value on a non-recurring basis and makes adjustments to fair value, as needed (for example, when there is evidence of impairment).

The Company recorded its initial investment in affiliates at fair value within Level 3 of the fair value hierarchy, as the valuation was determined based on internally developed assumptions with few observable inputs and no market activity.
v3.24.2.u1
Other Current Assets (Tables)
6 Months Ended
Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Other Current Assets
June 30, 2024
 
December 31, 2023
Value added tax receivable$659 $691 
Prepaid expenses924 1,914 
Insurance proceeds receivable— 20,000 
Other assets10 37 
Total other current assets$1,593 $22,642 
v3.24.2.u1
Accounts Payable and Other Accrued Liabilities (Tables)
6 Months Ended
Jun. 30, 2024
Payables and Accruals [Abstract]  
Schedule of Accounts Payable and Accrued Liabilities
June 30, 2024
December 31, 2023
Accounts payable$233 $2,713 
Accrued expenses6,187 3,031 
Accrued compensation1,892 3,215 
Legal settlement payable— 24,000 
Current tax payable
495 387 
Other liabilities
131 11 
Total accounts payable and other current liabilities
$8,938 $33,357 
v3.24.2.u1
Stockholders' Equity (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Share-Based Payment Arrangement, Activity
The Company recognized stock-based compensation expense as follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
202420232024 2023
Stock Options$639 $414 $1,329 $1,107 
Performance share units
40 48 91 98 
Restricted share units
935 — 1,875 — 
Total stock-based compensation
$1,614 $462 $3,295 $1,205 
The following table summarizes the RSU activity for the six months ended June 30, 2024:
Employee RSUs
Number of RSUs
 
Weighted‑
Average Price Per Share
Outstanding at December 31, 2023
925,172$5.04 
Granted
323,875 $6.70 
Settled
(300,729)$5.04 
Forfeited(11,948)$5.50 
Outstanding at June 30, 2024
936,370$5.61 
The following table summarizes the DSU activity for the six months ended June 30, 2024:
Employee and Director DSUs
Number of DSUs
 
Weighted‑
Average Price per Share
Outstanding at December 31, 2023
302,920$7.76 
Granted
1,639$9.30 
Outstanding at June 30, 2024
304,559$7.77 
Share-Based Payment Arrangement, Option, Activity
Stock option activity for the six months ended June 30, 2024, is summarized in the following tables:
Employee & Director Options
Number of options
 
Weighted‑
Average Exercise Price
Outstanding at December 31, 2023
2,616,515$8.83 
Granted
647,753 $6.70 
Exercised
(46,285)$8.32 
Forfeited(17,818)$6.82 
Expired
(9,946)$11.62 
Outstanding at June 30, 2024
3,190,219$8.24 
Vested at June 30, 2024
2,071,738$9.48 
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions
The following assumptions were used to compute the fair value of the options granted using the Black-Scholes option valuation model:
April 2024January 2024
Risk-free interest rate
4.56 %3.86 %
Dividend yield
— — 
Estimated volatility
58.42 %58.00 %
Expected option life
6 years6 years
v3.24.2.u1
Net Income per Share (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
A reconciliation of basic and diluted earnings per common share for the three and six months ended June 30, 2024 and 2023, is as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
202420232024 2023
Net income (loss) and comprehensive income (loss)$9,156 $(3,593)$11,688 $(2,758)
Weighted average shares:  
Basic69,217,512 69,162,223 69,199,280 69,162,223 
Effect of dilutive stock options
975,510 — 723,431 — 
Effect of dilutive PSUs
42,169 — 42,169 — 
Effect of dilutive RSUs
557,333 — 524,785 — 
Effect of dilutive DSUs303,837 — 303,378 — 
Diluted71,096,36169,162,22370,793,04369,162,223
Net income (loss) per share:
  
Basic and Diluted$0.13 $(0.05)$0.17 $(0.04)
v3.24.2.u1
Segment Information (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment Financial information relating to the Company’s segments is as follows:
Three Months Ended
June 30, 2024
Three Months Ended
June 30, 2023
Mexico Corporate Total Mexico Corporate Total
Exploration expense
$44 $— $44 $— $— $— 
General and administrative expense
273 7,599  7,872  14 6,113  6,127 
Amortization expense
—   27  34 
Equity income in affiliates
(14,526)—  (14,526) (1,474)—  (1,474)
Interest expense— — — — 183 183 
Interest income— (1,117)(1,117)— (126)(126)
Other income
(69)(1,492) (1,561) (62)(1,089) (1,151)
Income tax expense— 129 129 — — — 
Total assets75,432 314,602  390,034  143,012 238,284  381,296 
Six Months Ended
June 30, 2024
Six Months Ended
June 30, 2023
MexicoCorporateTotalMexicoCorporateTotal
Exploration expense$75 $— $75 $26 $26 
General and administrative expense447 14,388 14,835 238 11,425 11,663 
Amortization expense— 64 71 
Equity income in affiliates(21,814)— (21,814)(6,485)— (6,485)
Interest expense— — — — 347 347 
Interest income— (1,884)(1,884)— (287)(287)
Other income
(61)(3,018)(3,079)(76)(2,501)(2,577)
Income tax expense— 172 172 — — — 
Total assets75,432 314,602 390,034 $143,012 $238,284 381,296 
v3.24.2.u1
Investment in Affiliates (Tables)
6 Months Ended
Jun. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Condensed Balance Sheet The LGJV combined balance sheets as of June 30, 2024, and December 31, 2023, the combined statements of income for the three and six months ended June 30, 2024 and 2023, and the statement of cash flows for the six months ended June 30, 2024 and 2023, are as follows
LOS GATOS JOINT VENTURE
COMBINED BALANCE SHEETS (UNAUDITED)


(in thousands)
June 30,
2024
 
December 31,
2023
ASSETS
Current Assets   
Cash and cash equivalents$45,523 $34,303 
Receivables12,559 12,634 
Inventories15,782 16,397 
VAT receivable12,781 12,610 
Income tax receivable13,580 20,185 
Other current assets2,652 1,253 
Total current assets102,877 97,382 
Non-Current Assets  
Mine development, net231,138 234,980 
Property, plant and equipment, net161,171 171,965 
Deferred tax assets
2,783 9,568 
Total non-current assets395,092 416,513 
Total Assets$497,969 $513,895 
LIABILITIES AND OWNERS’ CAPITAL  
Current Liabilities  
Accounts payable and accrued liabilities$47,293 $38,704 
Related party payable192 560 
Total current liabilities47,485 39,264 
Non-Current Liabilities  
Lease liability172 208 
Asset retirement obligation12,027 11,593 
Deferred tax liabilities
3,681 3,885 
Total non-current liabilities15,880 15,686 
Owners’ Capital  
Capital contributions400,638 455,638 
Paid-in capital18,186 18,186 
Retained earnings (accumulated deficit)15,780 (14,879)
Total owners’ capital434,604 458,945 
Total Liabilities and Owners’ Capital$497,969 $513,895 
Condensed Income Statement
LOS GATOS JOINT VENTURE
COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)


Three Months Ended,
June 30,
Six Months Ended,
June 30,
(in thousands)
2024
2023
 
2024
 
2023
Revenue$94,198 $58,259 $166,416 $128,124 
Expenses  
Cost of sales31,956 25,821 62,727 51,809 
Royalties and duties
713 308 1,043 726 
Exploration1,601 657 2,972 1,120 
General and administrative4,089 4,402 8,374 8,338 
Depreciation, depletion and amortization20,821 22,027 41,077 42,846 
Total expenses59,180 53,215 116,193 104,839 
Other expense (income)  
Accretion expense218 296 435 593 
Interest expense554 15 749 141 
Interest income
(270)(555)(543)(555)
Other expense653 43 648 31 
Foreign exchange loss (gain)832 (242)956 (1,070)
1,987 (443)2,245 (860)
  
Income before taxes33,031 5,487 47,978 24,145 
Income tax expense12,544 4,741 17,319 10,698 
Net income and comprehensive income$20,487 $746 $30,659 $13,447 
Condensed Cash Flow Statement
LOS GATOS JOINT VENTURE
COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended
June 30,
(in thousands)
2024 2023
Cash flows from operating activities:   
Net income and comprehensive income
$30,659 $13,447 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation, depletion and amortization41,077 42,846 
Accretion435 593 
Deferred taxes6,691 5,453 
Unrealized loss (gain) on foreign currency rate change1,016 (55)
Other— (7)
Changes in operating assets and liabilities:
VAT receivable(442)5,828 
Receivables75 20,910 
Inventories178 (400)
Other current assets(1,404)(1,281)
Income tax receivable4,912 (2,459)
Accounts payable and other accrued liabilities8,978 (10,884)
Payables to related parties(367)374 
Net cash provided by operating activities91,808 74,365 
Cash flows from investing activities:  
Mine development(21,071)(18,597)
Purchase of property, plant and equipment(4,486)(8,718)
Materials and supplies inventory— 1,323 
Net cash used by investing activities(25,557)(25,992)
Cash flows from financing activities:  
Equipment loan and lease payments
(31)(503)
Capital distributions
(55,000)— 
Net cash used by financing activities(55,031)(503)
Net Increase in cash and cash equivalents
11,220 47,870 
Cash and cash equivalents, beginning of period34,303 34,936 
Cash and cash equivalents, end of period$45,523 $82,806 
Interest paid$419 $132 
Interest earned
$543 $555 
Investments in and Advances to Affiliates
The table below presents a reconciliation of the Investment in Affiliates at June 30, 2024:

Balance at December 31, 2023
$321,914 
LGJV net income and comprehensive income (70%)
21,461 
Basis amortization(85)
Impact of the priority distribution payment438 
Equity income in affiliates21,814 
Distributions from the LGJV
(38,500)
Balance at June 30, 2024
$305,228 

The table below presents equity income in affiliates recognized in the three and six months ended June 30, 2024 and 2023:

Three Months Ended
June 30,
Six Months Ended
June 30,
202420232024 2023
Equity income in affiliates$14,526 $1,474 $21,814 $6,485 

The table below shows the distributions made to the partners by the LGJV and the Company's share of the distributions made during 2024:

LGJV
Company's Share
February 15, 2024$30,000 $21,000 
April 22, 202425,000 17,500 
Total$55,000 $38,500 
v3.24.2.u1
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Value added tax receivable $ 659 $ 691
Prepaid expenses 924 1,914
Insurance proceeds receivable 0 20,000
Other assets 10 37
Total other current assets $ 1,593 $ 22,642
v3.24.2.u1
Other Current Assets - Additional Information (Details) - USD ($)
Apr. 26, 2024
Apr. 16, 2024
Mar. 22, 2024
Feb. 29, 2024
Jun. 30, 2024
Dec. 31, 2023
Loss Contingencies [Line Items]            
Operating lease, right-of-use asset         $ 380,000  
Operating lease, liability, current         131,000 $ 11,000
Operating lease, liability, noncurrent         $ 218,000 $ 0
U.S. Class Action            
Loss Contingencies [Line Items]            
Payments for legal settlements     $ 1,403,000 $ 1,403,000    
U.S. Class Action | Company's Insurers            
Loss Contingencies [Line Items]            
Payments for legal settlements     $ 19,597,000 $ 19,597,000    
Canadian Class Action            
Loss Contingencies [Line Items]            
Payments for legal settlements $ 2,597,000 $ 2,597,000        
Canadian Class Action | Company's Insurers            
Loss Contingencies [Line Items]            
Payments for legal settlements $ 403,000 $ 403,000        
v3.24.2.u1
Accounts Payable and Other Accrued Liabilities - Schedule of Accounts Payable and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accounts payable $ 233 $ 2,713
Accrued expenses 6,187 3,031
Accrued compensation 1,892 3,215
Legal settlement payable 0 24,000
Current tax payable 495 387
Other liabilities 131 11
Total accounts payable and other current liabilities $ 8,938 $ 33,357
v3.24.2.u1
Related Party Transactions (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]          
Related party receivables $ 155,000   $ 155,000   $ 560,000
Related Party          
Related Party Transaction [Line Items]          
Revenue 1,500,000 $ 1,250,000      
Proceeds from fees received 1,500,000 $ 417,000      
Related party receivables 155,000   155,000   0
Related Party | Unanimous Omnibus Partner Agreement          
Related Party Transaction [Line Items]          
Revenue     3,000,000 $ 2,500,000  
Proceeds from fees received     3,000,000 $ 1,667,000  
Related party receivables $ 0   $ 0   $ 0
v3.24.2.u1
Stockholders' Equity - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 17, 2021
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Common stock, shares authorized (in shares)   700,000,000   700,000,000   700,000,000
Common stock, par value (in dollars per share)   $ 0.001   $ 0.001   $ 0.001
Preferred stock, shares authorized (in shares)   50,000,000   50,000,000   50,000,000
Preferred stock, par value (in dollars per share)   $ 0.001   $ 0.001   $ 0.001
Stock Options            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Granted (in shares)   55,000 0 647,753 0  
Granted (in dollars per share)   $ 5.78   $ 3.83    
Exercises in period (in shares)   46,285 0 46,285 0  
Share-based payment arrangement, nonvested award, cost not yet recognized, amount   $ 3,196   $ 3,196    
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition       2 years 1 month 6 days    
Stock Options | Los Gatos Joint Venture            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Granted (in shares)   0 0 0 0  
Exercises in period (in shares)   0 0 0 0  
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition       1 year 9 months 18 days    
Vested (in shares)   32,393   32,393    
Outstanding and vested (in dollars per share)   $ 7.31   $ 7.31    
Performance share units            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition       6 months    
Share-based payment award, equity instruments other than options, grants in period (in shares) 119,790          
Share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) $ 14.22          
Share-based payment award, equity instruments other than options, nonvested, number (in shares)   40,802   40,802    
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount   $ 75   $ 75    
Restricted share units            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Share-based payment arrangement, nonvested award, cost not yet recognized, amount   $ 3,845   $ 3,845    
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition       1 year 9 months 18 days    
Share-based payment award, equity instruments other than options, grants in period (in shares)   27,500 0 323,875 0  
Share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share)   $ 9.80   $ 6.70    
Share-based payment award, equity instruments other than options, nonvested, number (in shares)   936,370   936,370   925,172
Share-based compensation arrangement by share-based payment award, number of shares underlying each award (in shares)       1    
Share-based compensation arrangement by share-based payment award, award vesting period       3 years    
Forfeited (in shares)       11,948    
Deferred Stock Units            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Share-based payment award, equity instruments other than options, grants in period (in shares)       1,639    
Share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share)       $ 9.30    
Share-based payment award, equity instruments other than options, nonvested, number (in shares)   304,559   304,559   302,920
Share-based compensation arrangement by share-based payment award, number of shares underlying each award (in shares)       1    
v3.24.2.u1
Stockholders' Equity - Schedule of Stock-Based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Stock-based compensation expense $ 1,614 $ 462 $ 3,295 $ 1,205
Stock Options        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Stock-based compensation expense 639 414 1,329 1,107
Performance share units        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Stock-based compensation expense 40 48 91 98
Restricted share units        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Stock-based compensation expense $ 935 $ 0 $ 1,875 $ 0
v3.24.2.u1
Stockholders' Equity - Schedule of Stock Option Activity (Details) - Stock Options - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Number of options        
Granted (in shares) 55,000 0 647,753 0
Exercised (in shares) (46,285) 0 (46,285) 0
Weighted‑ Average Exercise Price        
Granted (in dollars per share) $ 5.78   $ 3.83  
Employee & Director Options        
Number of options        
Outstanding, beginning balance (in shares)     2,616,515  
Granted (in shares)     647,753  
Exercised (in shares)     (46,285)  
Forfeited (in shares)     (17,818)  
Expired (in shares)     (9,946)  
Outstanding, ending balance (in shares) 3,190,219   3,190,219  
Vested (in shares) 2,071,738   2,071,738  
Weighted‑ Average Exercise Price        
Weighted-average exercise price, outstanding, beginning balance (in dollars per share)     $ 8.83  
Granted (in dollars per share)     6.70  
Exercised (in dollars per share)     8.32  
Forfeited (in dollars per share)     6.82  
Expired (in dollars per share)     11.62  
Weighted-average exercise price, outstanding, ending balance (in dollars per share) $ 8.24   8.24  
Vested (in dollars per share)     $ 9.48  
v3.24.2.u1
Stockholders' Equity - Schedule of Valuation Assumptions (Details) - USD ($)
1 Months Ended
Apr. 30, 2024
Jan. 31, 2024
Equity [Abstract]    
Risk-free interest rate 4.56% 3.86%
Dividend yield $ 0 $ 0
Estimated volatility 58.42% 58.00%
Expected option life 6 years 6 years
v3.24.2.u1
Stockholders' Equity - Schedule of Restricted Stock Units (Details) - Restricted share units - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Number of RSUs        
Outstanding, beginning balance (in shares)     925,172  
Granted (in shares) 27,500 0 323,875 0
Settled (in shares)     (300,729)  
Forfeited (in shares)     (11,948)  
Outstanding, ending balance (in shares) 936,370   936,370  
Weighted‑ Average Price per Share        
Beginning balance, weighted-average exercise price (in dollars per share)     $ 5.04  
Granted (in dollars per share) $ 9.80   6.70  
Exercised (in dollars per share)     5.04  
Forfeited (in dollars per share)     5.50  
Ending balance, weighted-average exercise price (in dollars per share) $ 5.61   $ 5.61  
v3.24.2.u1
Stockholders' Equity - Schedule of Deferred Stock Unit Activity (Details) - Deferred Stock Units
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Number of DSUs  
Outstanding, beginning balance (in shares) | shares 302,920
Granted (in shares) | shares 1,639
Outstanding, ending balance (in shares) | shares 304,559
Weighted‑ Average Price per Share  
Beginning balance, weighted-average exercise price (in dollars per share) | $ / shares $ 7.76
Granted (in dollars per share) | $ / shares 9.30
Ending balance, weighted-average exercise price (in dollars per share) | $ / shares $ 7.77
v3.24.2.u1
Net Income per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]            
Net income (loss) $ 9,156 $ 2,532 $ (3,593) $ 835 $ 11,688 $ (2,758)
Comprehensive income (loss) $ 9,156 $ 2,532 $ (3,593) $ 835 $ 11,688 $ (2,758)
Weighted average shares outstanding:            
Basic (in shares) 69,217,512   69,162,223   69,199,280 69,162,223
Diluted (in shares) 71,096,361   69,162,223   70,793,043 69,162,223
Net income (loss) per share:            
Basic (in dollars per share) $ 0.13   $ (0.05)   $ 0.17 $ (0.04)
Diluted (in dollars per share) $ 0.13   $ (0.05)   $ 0.17 $ (0.04)
Stock Options            
Weighted average shares outstanding:            
Effect of dilutive units (in shares) 975,510   0   723,431 0
Performance share units            
Weighted average shares outstanding:            
Effect of dilutive units (in shares) 42,169   0   42,169 0
Restricted share units            
Weighted average shares outstanding:            
Effect of dilutive units (in shares) 557,333   0   524,785 0
Deferred Stock Units            
Weighted average shares outstanding:            
Effect of dilutive units (in shares) 303,837   0   303,378 0
v3.24.2.u1
Commitments, Contingencies and Guarantees (Details) - USD ($)
$ in Thousands
Apr. 26, 2024
Apr. 16, 2024
Mar. 22, 2024
Feb. 29, 2024
Jan. 26, 2024
Jun. 13, 2023
U.S. Class Action            
Loss Contingencies [Line Items]            
Loss contingency, damages sought, value           $ 21,000
Loss contingency, escrow account, maximum funding period   30 days   30 days    
Payments for legal settlements     $ 1,403 $ 1,403    
Litigation settlement, expense         $ 3,000  
U.S. Class Action | Company's Insurers            
Loss Contingencies [Line Items]            
Payments for legal settlements     $ 19,597 $ 19,597    
Canadian Class Action            
Loss Contingencies [Line Items]            
Payments for legal settlements $ 2,597 $ 2,597        
Canadian Class Action | Company's Insurers            
Loss Contingencies [Line Items]            
Payments for legal settlements $ 403 $ 403        
v3.24.2.u1
Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]          
Exploration expense $ 44 $ 0 $ 75 $ 26  
General and administrative expense 7,872 6,127 14,835 11,663  
Amortization expense 3 34 7 71  
Equity income in affiliates (14,526) (1,474) (21,814) (6,485)  
Interest expense 0 183 0 347  
Interest income (1,117) (126) (1,884) (287)  
Other income (1,561) (1,151) (3,079) (2,577)  
Income tax expense 129 0 172 0  
Total assets 390,034 381,296 390,034 381,296 $ 400,904
Mexico          
Segment Reporting Information [Line Items]          
Exploration expense 44 0 75 26  
General and administrative expense 273 14 447 238  
Amortization expense 3 7 7 7  
Equity income in affiliates (14,526) (1,474) (21,814) (6,485)  
Interest expense 0 0 0 0  
Interest income 0 0 0 0  
Other income (69) (62) (61) (76)  
Income tax expense 0 0 0 0  
Total assets 75,432 143,012 75,432 143,012  
Corporate          
Segment Reporting Information [Line Items]          
Exploration expense 0 0 0  
General and administrative expense 7,599 6,113 14,388 11,425  
Amortization expense 0 27 0 64  
Equity income in affiliates 0 0 0 0  
Interest expense 0 183 0 347  
Interest income (1,117) (126) (1,884) (287)  
Other income (1,492) (1,089) (3,018) (2,501)  
Income tax expense 129 0 172 0  
Total assets $ 314,602 $ 238,284 $ 314,602 $ 238,284  
v3.24.2.u1
Investment in Affiliates - Additional Information (Details) - Los Gatos Joint Venture - USD ($)
$ in Thousands
6 Months Ended
Jul. 29, 2024
Apr. 22, 2024
Feb. 15, 2024
Jun. 30, 2024
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]          
Equity method investment, difference between carrying amount and underlying equity       $ 1,090 $ 699
Payments of ordinary dividends       38,500  
Los Gatos Joint Venture          
Schedule of Equity Method Investments [Line Items]          
Capital distributions   $ 25,000 $ 30,000 55,000  
Payments of ordinary dividends   $ 17,500 $ 21,000 $ 38,500  
Los Gatos Joint Venture | Subsequent Event          
Schedule of Equity Method Investments [Line Items]          
Capital distributions $ 40,000        
Payments of ordinary dividends $ 28,000        
v3.24.2.u1
Investment in Affiliates - Equity Method Investment Rollforward (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Equity Method Investment [Roll Forward]        
Balance at December 31, 2023     $ 321,914  
Equity income in affiliates $ 14,526 $ 1,474 21,814 $ 6,485
Balance at June 30, 2024 305,228   $ 305,228  
Los Gatos Joint Venture        
Schedule of Equity Method Investments [Line Items]        
Equity method investment, percentage of net income and comprehensive income     70.00%  
Equity Method Investment [Roll Forward]        
Balance at December 31, 2023     $ 321,914  
LGJV net income     21,461  
Comprehensive income     21,461  
Basis amortization     (85)  
Impact of the priority distribution payment     438  
Equity income in affiliates 14,526 $ 1,474 21,814 $ 6,485
Distributions from the LGJV     (38,500)  
Balance at June 30, 2024 $ 305,228   $ 305,228  
v3.24.2.u1
Investment in Affiliates - Schedule of Equity Income in Affiliates (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]        
Equity income in affiliates $ 14,526 $ 1,474 $ 21,814 $ 6,485
v3.24.2.u1
Investment in Affiliates - Schedule of Distributions (Details) - Los Gatos Joint Venture - USD ($)
$ in Thousands
6 Months Ended
Apr. 22, 2024
Feb. 15, 2024
Jun. 30, 2024
Schedule of Equity Method Investments [Line Items]      
Payments of ordinary dividends     $ 38,500
Los Gatos Joint Venture      
Schedule of Equity Method Investments [Line Items]      
Capital distributions $ 25,000 $ 30,000 55,000
Payments of ordinary dividends $ 17,500 $ 21,000 $ 38,500
v3.24.2.u1
Investment in Affiliates - Schedule of Combined Balance Sheets (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Current Assets      
Cash and cash equivalents $ 82,476,000 $ 55,484,000  
VAT receivable 659,000 691,000  
Other current assets 1,593,000 22,642,000  
Total current assets 84,224,000 78,686,000  
Non-Current Assets      
Deferred tax assets 200,000 266,000  
Total Assets 390,034,000 400,904,000 $ 381,296,000
Current Liabilities      
Related party payable 131,000 11,000  
Non-Current Liabilities      
Lease liability 218,000 0  
Owners’ Capital      
Paid-in capital 554,962,000 553,319,000  
Accumulated deficit (174,201,000) (185,889,000)  
Total Liabilities and Stockholders' Equity 390,034,000 400,904,000  
Equity Method Investment, Nonconsolidated Investee or Group of Investees      
Current Assets      
Cash and cash equivalents 45,523,000 34,303,000  
Receivables 12,559,000 12,634,000  
Inventories 15,782,000 16,397,000  
VAT receivable 12,781,000 12,610,000  
Income tax receivable 13,580,000 20,185,000  
Other current assets 2,652,000 1,253,000  
Total current assets 102,877,000 97,382,000  
Non-Current Assets      
Mine development, net 231,138,000 234,980,000  
Property, plant and equipment, net 161,171,000 171,965,000  
Deferred tax assets 2,783,000 9,568,000  
Total non-current assets 395,092,000 416,513,000  
Total Assets 497,969,000 513,895,000  
Current Liabilities      
Accounts payable and accrued liabilities 47,293,000 38,704,000  
Related party payable 192,000 560,000  
Total current liabilities 47,485,000 39,264,000  
Non-Current Liabilities      
Lease liability 172,000 208,000  
Asset retirement obligation 12,027,000 11,593,000  
Deferred tax liabilities 3,681,000 3,885,000  
Total non-current liabilities 15,880,000 15,686,000  
Owners’ Capital      
Capital contributions 400,638,000 455,638,000  
Paid-in capital 18,186,000 18,186,000  
Accumulated deficit 15,780,000 (14,879,000)  
Total owners’ capital 434,604,000 458,945,000  
Total Liabilities and Stockholders' Equity $ 497,969,000 $ 513,895,000  
v3.24.2.u1
Investment in Affiliates - Schedule of Combined Statements of Operations And Comprehensive Income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Expenses            
Exploration $ 44   $ 0   $ 75 $ 26
General and administrative 7,872   6,127   14,835 11,663
Other income (expense)            
Interest expense 0   183   0 347
Interest income (1,117)   (126)   (1,884) (287)
Net other income (17,204)   (2,568)   (26,777) (9,002)
Income before taxes 9,285   (3,593)   11,860 (2,758)
Income tax expense 129   0   172 0
Net income (loss) 9,156 $ 2,532 (3,593) $ 835 11,688 (2,758)
Comprehensive income (loss) 9,156 $ 2,532 (3,593) $ 835 11,688 (2,758)
Equity Method Investment, Nonconsolidated Investee or Group of Investees            
Schedule of Equity Method Investments [Line Items]            
Revenue 94,198   58,259   166,416 128,124
Expenses            
Cost of sales 31,956   25,821   62,727 51,809
Royalties and duties 713   308   1,043 726
Exploration 1,601   657   2,972 1,120
General and administrative 4,089   4,402   8,374 8,338
Depreciation, depletion and amortization 20,821   22,027   41,077 42,846
Total expenses 59,180   53,215   116,193 104,839
Other income (expense)            
Accretion expense 218   296   435 593
Interest expense 554   15   749 141
Interest income (270)   (555)   (543) (555)
Other expense 653   43   648 31
Foreign exchange loss (gain) 832   (242)   956 (1,070)
Net other income 1,987   (443)   2,245 (860)
Income before taxes 33,031   5,487   47,978 24,145
Income tax expense 12,544   4,741   17,319 10,698
Net income (loss) 20,487   746   30,659 13,447
Comprehensive income (loss) $ 20,487   $ 746   $ 30,659 $ 13,447
v3.24.2.u1
Investment in Affiliates - Schedule of Combined Cash Flows (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:            
Net income (loss) $ 9,156 $ 2,532 $ (3,593) $ 835 $ 11,688 $ (2,758)
Comprehensive income (loss) 9,156 2,532 (3,593) 835 11,688 (2,758)
Adjustments to reconcile net income to net cash provided (used) by operating activities:            
Other         60 0
Changes in operating assets and liabilities:            
Other current assets         21,075 1,139
Accounts payable and other accrued liabilities         (26,338) (648)
Net cash provided (used) by operating activities         26,935 (7,865)
Cash flows from investing activities:            
Net cash used by investing activities         0 0
Cash flows from financing activities:            
Net cash provided by financing activities         57 0
Cash and cash equivalents, beginning of period   55,484   17,004 55,484 17,004
Cash and cash equivalents, end of period 82,476   9,139   82,476 9,139
Supplemental Cash Flow Information            
Interest paid         11 364
Interest earned         1,884 287
Equity Method Investment, Nonconsolidated Investee or Group of Investees            
Cash flows from operating activities:            
Net income (loss) 20,487   746   30,659 13,447
Comprehensive income (loss) 20,487   746   30,659 13,447
Adjustments to reconcile net income to net cash provided (used) by operating activities:            
Depreciation, depletion and amortization 20,821   22,027   41,077 42,846
Accretion         435 593
Deferred taxes         6,691 5,453
Unrealized loss (gain) on foreign currency rate change         1,016 (55)
Other         0 (7)
Changes in operating assets and liabilities:            
VAT receivable         (442) 5,828
Receivables         75 20,910
Inventories         178 (400)
Other current assets         (1,404) (1,281)
Income tax receivable         4,912 (2,459)
Accounts payable and other accrued liabilities         8,978 (10,884)
Payables to related parties         (367) 374
Net cash provided (used) by operating activities         91,808 74,365
Cash flows from investing activities:            
Mine development         (21,071) (18,597)
Purchase of property, plant and equipment         (4,486) (8,718)
Materials and supplies inventory         0 1,323
Net cash used by investing activities         (25,557) (25,992)
Cash flows from financing activities:            
Equipment loan and lease payments         (31) (503)
Capital distributions         (55,000) 0
Net cash provided by financing activities         (55,031) (503)
Net increase (decrease) in cash and cash equivalents         11,220 47,870
Cash and cash equivalents, beginning of period   $ 34,303   $ 34,936 34,303 34,936
Cash and cash equivalents, end of period $ 45,523   $ 82,806   45,523 82,806
Supplemental Cash Flow Information            
Interest paid         419 132
Interest earned         $ 543 $ 555

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