EX-99.1 2 fortunaq12015fs.htm INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2015 Interim Financial Statements






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Fortuna Silver Mines Inc.


March 31, 2015


Condensed Interim Consolidated Financial Statements





May 8, 2015


(All amounts in US$’000’s unless otherwise stated)



 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

Page 1






FORTUNA SILVER MINES INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET INCOME

(Unaudited - Expressed in thousands of US Dollars, except for share and per share amounts)

 

 

 

Three months ended March 31,

 

Notes

 

2015

 

2014

Sales

13

$

39,804

$

45,480

Cost of sales

 

 

27,223

 

28,276

Mine operating earnings

 

 

12,581

 

17,204

 

 

 

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

Selling, general and administrative expenses

7 a), 7 b)

 

4,575

 

7,943

Exploration and evaluation costs

 

 

45

 

-

Other operating recoveries

 

 

-

 

(12)

Operating income

 

 

7,961

 

9,273

 

 

 

 

 

 

 

 

 

 

 

 

Finance items

 

 

 

 

 

Interest income

 

 

97

 

61

Interest expense

 

 

112

 

(268)

Net finance expense

 

 

209

 

(207)

 

 

 

 

 

 

Income before tax

 

 

8,170

 

9,066

 

 

 

 

 

 

Income taxes

 

 

4,316

 

4,213

Net income for the period

 

$

3,854

$

4,853

 

 

 

 

 

 

Earnings per share - Basic

10 e) i

$

0.03

$

0.04

Earnings per share - Diluted

10 e) ii

$

0.03

$

0.04

Weighted average number of shares outstanding - Basic

10 e) i

 

128,809,493

 

126,007,574

Weighted average number of shares outstanding - Diluted

10 e) ii

 

129,956,554

 

127,093,955


 

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

Page 2





FORTUNA SILVER MINES INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited - Expressed in thousands of US Dollars)

 

 

 

Three months ended March 31,

 

Notes

 

2015

 

2014

Net income for the period

 

$

3,854

$

4,853

Other comprehensive loss

 

 

 

 

 

Items that may be classified subsequently to net income

 

 

 

 

 

Unrealized (loss) on translation of net investment, net of nil

taxes

 

 


(2,324)

 


(1,593)

Unrealized gain on translation to presentation currency

on foreign operations, net of nil taxes

 

 


1,430

 


982

 

 

 

(894)

 

(611)

Total comprehensive income for the period

 

$

2,960

$

4,242

  

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

Page 3






FORTUNA SILVER MINES INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in thousands of US Dollars)

 

 

 

Three months ended March 31,

 

Notes

 

2015

 

2014

OPERATING ACTIVITIES

 

 

 

 

 

Net income for the period

 

$

3,854

$

4,853

Items not involving cash

 

 

 

 

 

Depletion and depreciation

 

 

6,410

 

6,045

Accretion of provisions

 

 

(208)

 

165

Income taxes

 

 

4,316

 

4,213

Share-based payments

 

 

518

 

2,722

Loss on disposal of mineral properties, plant and equipment

 

 

-

 

(12)

Accrued interest on long term loans receivable and payable

 

 

(3)

 

(10)

Other

 

 

3

 

4

 

 

 

14,890

 

17,980

Changes in non-cash working capital items

 

 

 

 

 

Accounts receivable and other assets

 

 

(92)

 

1,351

Prepaid expenses

 

 

(80)

 

(92)

Inventories

 

 

789

 

877

Trade and other payables

 

 

2.638

 

5,326

Provisions

 

 

(1)

 

(8)

Cash provided by operating activities before interest and income taxes

 

 

18,144

 

25,434

Income taxes paid

 

 

(9,641)

 

(1,126)

Interest expense paid

 

 

-

 

(2)

Interest income received

 

 

88

 

62

Net cash provided by operating activities

 

 

8,591

 

24,368

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Purchase of short term investments

 

 

(18,969)

 

(8,925)

Redemptions of short term investments

 

 

18,264

 

5,000

Expenditures on mineral properties, plant and equipment

 

 

(6,076)

 

(10,003)

Advances of deposits on long term assets

 

 

(2,855)

 

(2,869)

Receipts of deposits on long term assets

 

 

526

 

2,041

Proceeds on disposal of mineral properties, plant and equipment

 

 

-

 

17

Net cash used in investing activities

 

 

(9,110)

 

(14,739)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Net proceeds on issuance of common shares

 

 

1,002

 

158

Repayment of finance lease obligations

 

 

-

 

(81)

Net cash provided by financing activities

 

 

1,002

 

77

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(370)

 

(218)

 

 

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

 

483

 

9,706

 

 

 

 

 

 

Cash and cash equivalents - beginning of period

 

 

42,867

 

31,704

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - END OF PERIOD

 

$

42,980

$

41,192


 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

Page 4






FORTUNA SILVER MINES INC.

CONDENDSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited - Expressed in thousands of US Dollars)

 

 

 


Notes

 

March 31,

2015

 

December 31,

2014

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

42,980

$

42,867

Short term investments

 

 

34,209

 

34,391

Accounts receivable and other assets

3

 

20,476

 

20,585

Prepaid expenses

 

 

1,639

 

1,592

Inventories

4

 

14,122

 

14,937

Total current assets

 

 

113,426

 

114,372

NON-CURRENT ASSETS

 

 

 

 

 

Deposits on long-term assets

3

 

3,990

 

1,963

Deferred income tax assets

 

 

156

 

126

Mineral properties, plant and equipment

5

 

233,688

 

233,849

Total assets

 

$

351,260

$

350,310

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Trade and other payables

6, 7 c)

$

23,791

$

21,467

Provisions

9

 

884

 

809

Income tax payable

 

 

2,459

 

9,745

Total current liabilities

 

 

27,134

 

32,021

NON-CURRENT LIABILITIES

 

 

 

 

 

Other liabilities

8

 

4,578

 

4,661

Provisions

9

 

11,640

 

11,889

Deferred income tax liabilities

 

 

30,944

 

29,026

Total liabilities

 

 

74,296

 

77,597

EQUITY

 

 

 

 

 

Share capital

 

 

202,462

 

201,057

Equity reserve

 

 

13,685

 

13,800

Accumulated other comprehensive income

 

 

1,116

 

2,010

Retained earnings

 

 

59,701

 

55,846

Total equity

 

 

276,964

 

272,713

Total liabilities and equity

 

$

351,260

$

350,310

Contingencies and capital commitments

14

 

 

 

 

Subsequent event

15

 

 

 

 


APPROVED BY THE DIRECTORS

 

"Jorge Ganoza Durant", Director

"Robert R. Gilmore" , Director

Jorge Ganoza Durant

Robert R. Gilmore


 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

Page 5






FORTUNA SILVER MINES INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31,

(Unaudited - Expressed in thousands of US Dollars, except for share amounts)

 

 

 

Attributable to equity holders of the Company

 

 

Share Capital

 

Accumulated Other

Comprehensive Income

 

 

 




Notes

Number of

Shares



Amount




Equity

Reserve


Foreign

Currency

Reserve

Total

Accumulated

Other

Comprehensive

Income (Loss)

Retained

Earnings





Total Equity

Balance - December 31, 2014

 

128,537,742

$  201,057

$   13,800

$      2,010

$      2,010

$   55,846

$  272,713

Exercise of options

 

308,100

1,002

-

-

-

-

1,002

Transfer of share option and warrant reserve on exercise of options

 

-

403

(403)

-

-

-

-

Share-based payments expense

 

-

-

288

-

-

-

288

 

 

 

 

 

 

 

 

 

Net income for the period

 

-

-

-

-

-

3,854

3,854

Unrealized loss on translation of net investment

 

-

-

-

(2,324)

(2,324)

-

(2,324)

Unrealized gain on translation to presentation currency on foreign

operations

 

-

-

-

1,430

1,430

-

1,430

Total comprehensive loss for the period

 

 

 

 

(894)

(894)

3,854

2,961

Balance – March 31, 2015

 

128,845,842

$  202,462

$   13,685

$     1,116

$      1,116

$    59,701

$   276,964

 

 

 

 

 

 

 

 

 

Balance - December 31, 2013

 

125,973,966

$  189,092

$   15,200

$     3,124

$      3,124

$    40,244

$   247,660

Exercise of options

 

64,866

158

-

-

-

-

158

Transfer of share option and warrant reserve on exercise of options

 

-

99

(99)

-

-

-

-

Share-based payments expense

 

-

-

607

-

-

-

607

 

 

 

 

 

 

 

 

 

Net income for the period

 

-

-

-

-

-

4,853

4,853

Unrealized loss on translation of net investment

 

-

-

-

(1,593)

(1,593)

-

(1,593)

Unrealized gain on translation to presentation currency on foreign

operations

 

-

-

-

982

982

-

982

Total comprehensive loss for the period

 

 

 

 

(611)

(611)

4,853

4,242

Balance – March 31, 2014

 

126,038,832

$   189,349

$  15,708

$  2,513

$      2,513

$    45,097

$   252,667


 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

Page 6




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


1.

Corporate Information


Fortuna Silver Mines Inc. (“Fortuna” or the “Company”) is engaged in silver mining and related activities in Latin America, including exploration, extraction, and processing. The Company operates the Caylloma silver, lead, and zinc mine (“Caylloma”) in southern Peru and the San Jose silver and gold mine (“San Jose”) in southern Mexico.  


Fortuna is a publicly traded company incorporated and domiciled in Canada. Its common shares are listed on the New York Stock Exchange under the trading symbol FSM; on the Toronto Stock Exchange and Lima Stock Exchange, both under the trading symbol FVI; and on the Frankfurt Stock Exchange under the trading symbol F4S.F.


The Company’s registered office is located at Suite 650, 200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6.


2.

Basis of Consolidation and Summary of Significant Accounting Policies


a)

Statement of Compliance


These unaudited condensed interim consolidated financial statements (“Financial Statements”) have been prepared in accordance with the International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”).  The policies applied in these Financial Statements are based on International Financial Reporting Standards (“IFRS”) issued and effective as at March 31, 2015.  The Board of Directors approved these financial statements for issue on May 8, 2015.  


The Financial Statements of the Company for the three month period ended March 31, 2015 have been prepared by management.  The Financial Statements do not include all of the information required for full annual financial statements.  The Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2014, which includes information necessary or useful to understanding the Company’s business and financial presentation.  In particular, the Company’s significant accounting policies were presented in Note 2 of the consolidated financial statements for the year ended December 31, 2014, and have been consistently applied in the preparation of these Financial Statements.


b)

Basis of Consolidation


These Financial Statements include the accounts of the Company and its subsidiaries. All significant inter-company transactions, balances, revenues, and expenses have been eliminated upon consolidation.


Subsidiaries are entities controlled by the Company.  Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from the entity’s activities.  Control is normally achieved through ownership, directly or indirectly, of more than 50% of the voting power.  Control can also be achieved through power over more than half the voting rights by virtue of an agreement with other investors or through the exercise of de facto control.  


For non-wholly owned subsidiaries, the net assets attributable to outside equity shareholders are presented as “non-controlling interests” in the equity section of the consolidated statements of financial position.


 

Page 7




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


b)

Basis of Consolidation (continued)


Net income for the period that is attributable to non-controlling interests is calculated based on the ownership of the minority shareholders in the subsidiary.


Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control.  The principal subsidiaries of the Company and their geographic locations at March 31, 2015 were as follows:




Name

Entity Type at

March 31,

2015



Location

Economic Interest at

March 31,

2015



Principal Activity



Method

Minera Bateas S.A.C. (“Bateas”)

Subsidiary

Peru

100%

Caylloma Mine

Consolidation

Fortuna Silver Mines Peru S.A.C. (“FSM Peru”)

Subsidiary

Peru

100%

Service company

Consolidation

Compania Minera Cuzcatlan SA (“Cuzcatlan”)

Subsidiary

Mexico

100%

San Jose Mine

Consolidation

Fortuna Silver Mexico, S.A. de CV. (“FS Mexico”)

Subsidiary

Mexico

100%

Exploration company

Consolidation

Fortuna Silver (Barbados) Inc. (“Barbados”)

Subsidiary

Barbados

100%

Holding company

Consolidation

Continuum Resources Ltd. (“Continuum”)

Subsidiary

Canada

100%

Holding company

Consolidation


As at March 31, 2015, the Company has no joint arrangements or associates.


c)

Revenue Recognition


Revenue arising from the sale of metal concentrates is recognized when title or the significant risks and rewards of ownership of the concentrates have been transferred to the buyer.  The passing of title to the customer is based on the terms of the sales contract.  Final commodity prices are set in a period subsequent to the date of sale based on a specified quotational period, either one, two, or three months after delivery.  The Company’s metal concentrates are provisionally priced at the time of sale based on the prevailing market price.


Variations between the price recorded at the delivery date and the final price set under the sales contracts are caused by changes in market prices, and result in an embedded derivative in accounts receivable.  The embedded derivative is recorded at fair value each period until final settlement occurs, with changes in fair value classified as provisional price adjustments and included in sales in the consolidated statement of income.  Sales of metal concentrates are net of refining and treatment charges.


Revenues from metal concentrate sales are subject to adjustment upon final settlement of metals prices, weights, and assays as of a date that is typically one, two, or three months after the delivery date.  Typically, the adjustment is based on an inspection of the concentrate by the customer and in certain cases an inspection by a third party.  The Company records adjustments to revenues monthly based on quoted spot prices for the expected settlement period.  Adjustments for weights and assays are recorded when results are determinable or on final settlement.


 

Page 8




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


d)

Borrowing Costs


Interest and other financing costs incurred that are attributable to acquiring and developing exploration and development stage mining properties and constructing new facilities (“qualifying assets”) are capitalized and included in the carrying amounts of qualifying assets until those qualifying assets are ready for their intended use.


Capitalization of borrowing costs incurred commences on the date the following three conditions are met:

·

expenditures for the qualifying asset are being incurred;

·

borrowing costs are being incurred; and,

·

activities that are necessary to prepare the qualifying asset for its intended use are being undertaken.


Borrowing costs incurred after the qualifying assets are ready for their intended use are expenses in the period in which they are incurred.


Borrowing costs, comprised of legal fees and upfront commitment fee, associated with the credit facility for general working capital and future expansion are recorded as Accounts Receivable and Other Assets and amortized over the term of the credit facility.


All other borrowing costs are expensed in the period in which they are incurred.


e)

Share-Based Payments


The fair value method of accounting is used for share-based payment transactions.  Under this method, the cost of share options and other equity-settled share-based payment arrangements are recorded based on the estimated fair value at the grant date and charged to earnings over the vesting period.  Where awards are forfeited because non-market based vesting conditions are not satisfied, the expense previously recognized is proportionately reversed in the period the forfeiture occurs.


Share-based payment expense relating to cash-settled awards, including deferred and restricted share units is accrued over the vesting period of the units based on the quoted market value of Company’s common shares. As these awards will be settled in cash, the expense and liability are adjusted each reporting period for changes in the underlying share price.


i.

Stock Option Plan


The Company applies the fair value method of accounting for all stock option awards. Under this method, the Company recognizes a compensation expense for all stock options awarded to employees, based on the fair value of the options on the date of grant which is determined by using the Black-Scholes option pricing model.  The fair value of the options is expensed over the graded vesting period of the options.   


 

Page 9




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


e)

Share-Based Payments (continued)


ii.

Deferred Share Unit (“DSU”) Plan


The Company’s DSUs are cash settled.  The DSU compensation liability is accounted for based on the number of DSUs outstanding and the quoted market value of the Company’s common shares at the financial position date.  The year-over-year change in the DSU compensation liability is recognized in income.


iii.

Share Unit Plan


The Company’s amended and restated share unit plan (the “SU Plan”) covers all restricted share units (“RSUs”) and performance share units (“PSUs”) granted by the Company on and after March 1, 2015.  All RSUs granted prior to March 1, 2015, are governed under the restricted share unit plan dated November 12, 2010.


a)

RSUs  


The Company’s RSUs are settled in cash.  The RSUs compensation liability is accounted for based on the number of RSUs outstanding and the quoted market value of the Company’s common shares at the financial position date.  The Company recognizes a compensation cost in operating income on a graded vesting basis for each RSUs granted equal to the quoted market value of the Company’s common shares at the date of which RSUs are awarded to each participant prorated over a specified period of time and adjusts for changes in the fair value until the end of the term of the RSUs.  The cumulative effect of the change in fair value is recognized in income in the period of change.       


b)

PSUs  


The Company’s PSUs are settled in cash.  The fair value of the estimated number of PSUs awarded that will eventually vest, determined as of the date of grant, is recognized as share-based compensation expense within selling, general and administrative expenses in the consolidated statement of income over the vesting period, with a corresponding amount recorded as a liability.  Until the liability is settled, the fair value of the PSUs is re-measured at the end of each reporting period and at the date of settlement, with changes in fair value recognized as share-based compensation expense or recovery over the vesting period.  The fair value of PSUs are estimated on a graded vesting basis for each PSUs granted equal to the quoted market value, up to a maximum of two times the grant price, of the Company’s common shares.


f)

Financial Instruments


i.

Financial Assets


The Company classifies all financial assets as either fair value through profit or loss (“FVTPL”), held-to-maturity (“HTM”), loans and receivables, or available-for-sale “(AFS”).  The classification is determined at initial recognition and depends on the nature and purpose of the financial asset.  


 

Page 10




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


f)

Financial Instruments (continued)


i.

Financial Assets (continued)


a)

Financial Assets at Fair Value Through Profit or Loss


Financial assets are classified as FVTPL when the financial asset is held-for-trading or it is a designated FVTPL on initial recognition.  A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term.   


Financial assets classified as FVTPL are stated at fair value with any resulting gain or loss recognized in income or loss in the period in which they arise.  Transaction costs related to financial assets classified as FVTPL are recognized immediately in net income (loss).


b)

Held-to-Maturity (“HTM”)


HTM investments are recognized on a trade-date basis and are initially measured at fair value, including transaction costs.  The Company does not have any assets classified as HTM investments.


c)

Loans and Receivables


Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are initially measured at fair value, net of transaction costs and are classified as current or non-current assets based on their maturity date.  They are carried at amortized cost less any impairment.  The impairment loss of receivables is based on a review of all outstanding amounts at each reporting period.  Interest income is recognized by applying the effective interest rate, except for short term receivables when the recognition of interest would not be significant.


d)

Available-For-Sale (“AFS”) Assets


AFS financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories.


AFS financial assets are measured at fair value, determined by published market prices in an active market, except for investments in equity instruments that do not have quoted market prices in an active market which are measured at cost. Changes in fair value are recorded in other comprehensive income (loss) until realized through disposal or impairment. Investments classified as available-for-sale are written down to fair value through income whenever it is necessary to reflect prolonged or significant decline in the value of the assets. Realized gains and losses on the disposal of available-for-sale securities are recognized in the consolidated statement of income.


The Company does not have any assets classified as AFS.


 

Page 11




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


f)

Financial Instruments (continued)


i.

Financial Assets (continued)


e)

Impairment of Financial Assets


Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.


Objective evidence of impairment could include the following:


·

significant financial difficulty of the issuer or counterparty;

·

default or delinquency in interest or principal payments; or

·

it has become probable that the borrower will enter bankruptcy or financial reorganization.


For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate.


The carrying amount of all financial assets at amortized cost, excluding trade receivables, is directly reduced by the impairment loss.  The carrying amount of trade receivables is reduced through the use of an allowance account.  When a trade receivable is considered uncollectable, it is written off against the allowance account.  Subsequent recoveries of amounts previously written off are credited against the allowance account.  Changes in the carrying amount of the allowance account are recognized in income or loss.


With the exception of AFS equity instruments, if in a subsequent period, the amount of the impairment loss decreases and the decrease relates to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through income or loss.  On the date of impairment reversal, the carrying amount of the financial asset cannot exceed its amortized cost had an impairment not been recognized.


f)

Derecognition of Financial Assets


A financial asset is derecognized when:


·

the contractual right of the asset’s cash flows expire; or

·

if the Company transfers the financial asset and substantially all risks and reward of ownership to another entity.


 

Page 12




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


f)

Financial Instruments (continued)


ii.

Financial Liabilities


Long term debt and other financial liabilities are recognized initially at the fair value, net of transaction costs incurred, and are subsequently stated at amortized cost.  Any difference between the amounts originally received (net of transaction costs) and the redemption value is recognized in the consolidated statement of income over the period to maturity using the effective interest method.


iii.

Derivative Instruments


Derivatives instruments are recorded at fair value, including those derivatives that are embedded in financial or non-financial contracts that are not closely related to the host contracts.  Changes in the fair values of derivative instruments are recognized in the consolidated statement of income with exception of derivatives designated as effective cash flow hedges.


Derivatives not being accounted for as hedges and are categorized as held-for-trading.  Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value.  


Fair value of the Company’s recognized commodity-based derivatives are based on the forward prices of the associated market index.  Gains or losses are recorded in the consolidated statement of income.


For cash flow hedges that qualify under the hedging requirements of IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”), the effective portion of any gain or loss on the hedging instrument is recognized in other comprehensive income (“OCI”) and the ineffective portion is reported as an gain (loss) on derivatives in the consolidated statement of income.


Hedge accounting is discontinued prospectively when:


·

the hedge instrument expires or is sold, terminated, or exercised;

·

the hedge no longer meets the criteria for hedge accounting; and,

·

the Company revokes the designation.


The Company considers derecognition of a cash flow hedge when the related forecast transaction is no longer expected to occur.  If the Company revokes the designation, the cumulative gain or loss on the hedging instrument that has been recognized in OCI from the period when the hedge was effective remains separately in equity until the forecast transaction occurs or is no longer expected to occur.  Otherwise, the cumulative gain or loss on the hedge instrument that has been recognized in OCI from the period when the hedge was effective is reclassified from equity to profit or loss.


 

Page 13




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


f)

Financial Instruments (continued)


iv.

Classification and Subsequent Measurements


The Company has designated each of its significant categories of financial instruments as follows:


 

Financial Instrument

Classification

Measurement

 

 

 

 

 

Cash and Cash Equivalents

FVTPL

Fair value

 

Short Term Investments

FVTPL

Fair value

 

Derivative Assets

FVTPL

Fair value

 

Trade Receivable from Concentrate Sales

FVTPL

Fair value

 

Other Accounts Receivables

Loans and receivables

Amortized cost

 

Long Term Receivables

Loans and receivables

Amortized cost

 

 

 

 

 

Trade and Other Payables

Other liabilities

Amortized cost

 

Bank Loan

Other Liabilities

Amortized cost

 

Derivative Liabilities

FVTPL

Fair value

 

Income Tax Payable

Other liabilities

Amortized cost

 

Lease and Long Term Liabilities

Other liabilities

Amortized cost


v.

Effective Interest Method


The effective interest method calculates the amortized cost of a financial instrument and allocates interest income or expense over the corresponding period.  The effective interest rate is the rate that discounts estimated future cash receipts or payments over the expected life of the financial instrument, or where appropriate, a shorter period, to the net carrying amount on initial recognition.  Income or expense is recognized on an effective interest basis for instruments other than those financial instruments classified as FVTPL.


g)

Fair Value Measurement


Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (an exit price) regardless of whether that price is directly observable or estimated using another valuation technique.  The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value.  Refer to Note 12. a).


 

Page 14




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


h)

Significant Accounting Judgments and Estimates


The preparation of these Financial Statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these judgments and estimates. The Financial Statements include judgments and estimates which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the Financial Statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.


Significant assumptions about the future and other sources of judgments and estimates that management has made at the statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:


i.

Critical Judgments


·

The analysis of the functional currency for each entity of the Company.  In concluding that the United States dollar functional currency for its Peruvian and Mexican entities and the Canadian and Barbados entities have a Canadian dollar functional currency, management considered the currency that mainly influences the cost of providing goods and services in each jurisdiction in which the Company operates.  As no single currency was clearly dominant the Company also considered secondary indicators including the currency in which funds from financing activities are denominated and the currency in which funds are retained.

·

In concluding when commercial production has been achieved, the Company considered the following factors:

·

all major capital expenditures to bring the mine to the condition necessary for it to be capable of operating in the manner intended by management have been completed;

·

the mine or mill is operating as per design capacity and metallurgical recoveries were achieved; and,

·

the ability to sustain ongoing production of ore at a steady or increasing level.

·

The identification of reportable segments, basis for measurement and disclosure of the segmented information.

·

The determination of estimated useful lives and residual values of tangible and long lived assets and the measurement of depreciation expense.

·

The identification of impairment indicators, cash generating units and determination of carrying value or fair value less cost to sell and the write down of tangible and long lived assets.

·

Measurement of financial instruments involve significant judgments related to interpretation of the terms of the instrument, identification, classification, impairment and the overall measurement to approximate fair values.


 

Page 15




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


h)

Significant Accounting Judgments and Estimates (continued)


ii.

Estimates


·

the recoverability of amounts receivable which are included in the consolidated statements of financial position;

·

the estimation of assay grades of metal concentrates sold in the determination of the carrying value of accounts receivable which are included in the consolidated statements of financial position and included as sales in the consolidated statements of income;

·

the determination of net realizable value of inventories on the consolidated statements of financial position;

·

the estimated useful lives of property, plant and equipment which are included in the consolidated statements of financial position and the related depreciation included in the consolidated statements of income;

·

the determination of mineral reserves and the portion of mineral resources expected to be extracted economically, carrying amount of mineral properties, and depletion of mineral properties included in the consolidated statements of financial position and the related depletion included in the consolidated statements of income;

·

the review of tangible and intangible assets carrying value, the determination of whether these assets are impaired and the measurement of impairment charges or reversals which are included in the consolidated statements of income;

·

the assessment of indications of impairment of each mineral property and related determination of the net realizable value and write-down of those properties where applicable;

·

the determination of the fair value of financial instruments and derivatives included in the consolidated statements of financial position;

·

the fair value estimation of share-based awards included in the consolidated statements of financial position and the inputs used in accounting for share-based compensation expense in the consolidated statements of income;

·

the provision for income taxes which is included in the consolidated statements of income and composition of deferred income tax asset and liabilities included in the consolidated statement of financial position;

·

the recognition of deferred income tax assets, amounts recorded for uncertain tax positions, the measurement of income tax expense and indirect taxes included in the consolidated statement of financial position;

·

the inputs used in determining the net present value of the liability for provisions related to decommissioning and restoration included in the consolidated statements of financial position; and,

·

the inputs used in determining the various commitments and contingencies accrued in the consolidated statements of financial position.


 

Page 16




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


i)

Significant Changes Including Initial Adoption of Accounting Standards


There has been no significant changes in the accounting standards for the period ended March 31, 2015.


j)

New Accounting Standards


The Company is currently assessing the impact of adopting the following new accounting standards, noted below, on the Company’s Financial Statements.


IFRS 10, Consolidated Financial Statements, and IAS 28, Investments in Associates and Joint Ventures (2011) (Amendment)

On September 11, 2014, the IASB issued narrow-scope amendments to IFRS 10, Consolidated Financial Statements, and IAS 28, Investments in Associates and Joint Ventures (2011). The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. The amendments will be effective from annual periods commencing on or after January 1, 2016.


IFRS 11 Joint Arrangements (Amendment)

The amendment to IFRS 11 Joint Arrangements adds new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business. The amendments specify the appropriate accounting treatment for such acquisitions.  The amendments are effective for annual periods beginning on or after January 1, 2016, with earlier application permitted.  Transactions before the adoption date are grandfathered.


IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets (Amendment)

The amendment to IAS 16 Property, plant and equipment and IAS 38 Intangible assets on depreciation and amortisation clarifies that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The amendment also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. The amendment is effective for annual period starting on or after January 1, 2016, with earlier application permitted.


IFRS 15 Revenue from Contracts with Customers

IFRS 15, Revenue from Contracts with Customers specifies how and when revenue should be recognized as well as requiring more informative and relevant disclosures. The standard supersedes IAS 18 Revenue, IAS 11 Construction Contracts and a number of revenue-related interpretations. Application of the standard is mandatory and it applies to nearly all contracts with customers: the main exceptions are leases, financial instruments and insurance contracts.   IFRS 15 is effective for annual periods starting on or after January 1, 2017, with earlier application permitted.


 

Page 17




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


2.

Basis of Consolidation and Summary of Significant Accounting Policies (continued)


j)

New Accounting Standards (continued)


IFRS 9 Financial Instruments - Classification and Measurement

IFRS 9, Financial Instruments: IFRS 9 introduces the new requirements for the classification, measurement and de-recognition of financial assets and financial liabilities.  The amendments are effective for annual periods beginning on or after January 1, 2018, with earlier application permitted.


IFRS 9 Financial Instruments (Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39) (Amendment)

The amendment to IFRS 9 Financial Instruments which includes the new hedge accounting requirements and some related amendments to IAS 39 Financial Instruments; Recognition and Measurement and IFRS 7 Financial Instruments; Disclosures.  IFRS 9 (2013) also replicates the amendments in IAS 39 in respect of novations. The amendments allow for early adoption of the requirement to present fair value changes due to own credit on liabilities designated as at fair value through profit or loss to be presented in other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2018, with earlier application permitted.


IFRS 9 Financial Instruments - Expected Credit Losses

On 24 July 2014, the International Accounting Standards Board (IASB) issued the final version of IFRS 9 Financial Instruments, bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The amendments are effective for annual periods beginning on or after January 1, 2018.  Entities will also have the option to early apply the accounting for own credit risk-related fair value gains and losses arising on financial liabilities designated at fair value through profit or loss without applying the other requirements of IFRS 9.


3.

Accounts Receivable and Other Assets and Deposits on Long Term Assets


The current accounts receivables and other assets are comprised of the following:


 

March 31, 2015

December 31, 2014

Trade receivables from concentrate sales

$

17,857

$

16,573

Current portion of long term receivables

 

121

 

209

Current portion of borrowing costs

 

-

 

244

Advances and other receivables

 

2,312

 

2,906

GST and value added tax receivable

 

186

 

653

Accounts receivable and other assets

$

20,476

$

20,585


 

Page 18




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


3.

Accounts Receivable and Other Assets and Deposits on Long Term Assets (continued)


Deposits on long term assets include non-current accounts receivable and other assets are comprised of the following:


 

March 31, 2015

December 31, 2014

Long term receivables and borrowing costs

$

149

$

542

Long term transaction costs

 

344

 

-

Less: current portion of long term receivables

 

(121)

 

(209)

Less: current portion of long term borrowing costs

 

-

 

(244)

Non-current portion of long term receivables

 

28

 

28

Non-current portion of borrowing costs

 

-

 

61

Non-current portion of transaction costs

 

344

 

 

Deposits on equipment

 

2,172

 

516

Deposits paid to contractors

 

1,446

 

1,358

Deposits on long term assets

$

3,990

$

1,963


As at March 31, 2015, the Company had $881 trade receivables (2014: $nil) which were over 90 days with no impairment.  The Company’s allowance for doubtful accounts is $nil for all reporting periods.  


As at March 31, 2015, the unamortized borrowing costs of $305, associated with the April 23, 2013 amended and restated credit agreement with the Bank of Nova Scotia, has been written off to selling, general and administrative expenses as the Company has entered into an amended and restated credit agreement effective on March 25, 2015.


As at March 31 2015, the Company has capitalized $344 (2014: $nil) of transaction costs comprised of legal fees and upfront commitment fee in connection with the amended and restated credit agreement with the Bank of Nova Scotia entered into March 25, 2015.  The transaction costs will be reclassified to bank loan and amortized using the effective interest method upon the draw down of the credit facility.  Refer to Note 12. d).     


The aging analysis of these trade receivables from concentrate sales is as follows:


 

March 31, 2015

December 31, 2014

0-30 days

$

16,674

$

16,157

31-60 days

 

68

 

416

61-90 days

 

234

 

-

over 90 days

 

881

 

-

 

$

17,857

$

16,573


 

Page 19


 


FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


4.

Inventories


 

March 31, 2015

December 31, 2014

Concentrate stock piles

$

1,848

$

1,575

Ore stock piles

 

4,263

 

4,992

Materials and supplies

 

8,011

 

8,370

Total inventories

$

14,122

$

14,937


For the three months ended March 31, 2015, $18,481 (2014: $18,768) of inventory was expensed in cost of sales.


5.

Mineral Properties, Plant and Equipment


 


Mineral Properties

Non-Depletable

(Tlacolula, El

Sombrero)

Mineral Properties

Depletable

(Caylloma and San Jose)


Machinery

and

Equipment

Land,

Buildings, and

Leasehold

Improvements


Furniture

and Other

Equipment



Transport

Units

Equipment

under

Finance

Lease


Capital

Work in

Progress




Total

Period ended March 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening carrying amount, January 1, 2015

$

1,348

$

139,191

$

13,345

$

67,678

$

8,009

$

151

$

876

$

3,251

$

233,849

Additions

 

130

 

3,705

 

282

 

23

 

650

 

160

 

-

 

1,161

 

6,111

Depreciation

 

-

 

(3,286)

 

(691)

 

(1,702)

 

(289)

 

(26)

 

(104)

 

-

 

(6,098)

Adjustment on currency translation

 

-

 

(166)

 

-

 

(7)

 

(1)

 

-

 

-

 

-

 

(174)

Closing carrying amount, March 31, 2015

$

1,478

$

139,444

$

12,936

$

65,992

$

8,369

$

285

$

772

$

4,412

$

233,688

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at March 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

$

1,478

$

199,348

$

26,050

$

85,960

$

11,866

$

787

$

3,991

$

4,412

$

333,892

Accumulated depreciation

 

-

 

(59,904)

 

(13,114)

 

(19,968)

 

(3,497)

 

(502)

 

(3,219)

 

-

 

(100,204)

Closing carrying amount, March 31, 2015

$

1,478

$

139,444

$

12,936

$

65,992

$

8,369

$

285

$

772

$

4,412

$

233,688


 

Page 20




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


5.

Mineral Properties, Plant and Equipment (continued)


 


Mineral Properties

Non-Depletable

(Tlacolula)

Mineral Properties

Depletable

(Caylloma and San Jose)


Machinery

and

Equipment

Land,

Buildings, and

Leasehold

Improvements


Furniture

and Other

Equipment



Transport

Units

Equipment

under

Finance

Lease


Capital

Work in

Progress




Total

Year ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening carrying amount, January 1, 2014

$

1,277

$

127,141

$

14,301

$

55,574

$

5,215

$

197

$

1,406

$

11,850

$

216,961

Additions

 

71

 

21,016

 

1,297

 

228

 

1,147

 

60

 

-

 

16,516

 

40,335

Disposals

 

-

 

-

 

(69)

 

(28)

 

(1)

 

(7)

 

(28)

 

-

 

(133)

Depreciation

 

-

 

(13,395)

 

(2,602)

 

(5,619)

 

(883)

 

(99)

 

(502)

 

-

 

(23,100)

Reclassification

 

-

 

4,633

 

418

 

17,531

 

2,533

 

-

 

-

 

(25,115)

 

-

Adjustment on currency translation

 

-

 

(204)

 

-

 

(8)

 

(2)

 

-

 

-

 

-

 

(214)

Closing carrying amount, December 31, 2014

$

1,348

$

139,191

$

13,345

$

67,678

$

8,009

$

151

$

876

$

3,251

$

233,849

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

$

1,348

$

196,093

$

25,768

$

85,947

$

11,220

$

627

$

3,991

$

3,251

$

328,245

Accumulated depletion and depreciation

 

-

 

(56,902)

 

(12,423)

 

(18,269)

 

(3,211)

 

(476)

 

(3,115)

 

-

 

(94,396)

Closing carrying amount, December 31, 2014

$

1,348

$

139,191

$

13,345

$

67,678

$

8,009

$

151

$

876

$

3,251

$

233,849


As at March 31, 2015, the non-depletable mineral property includes the Tlacolula and El Sombrero properties (2014: Tlacolula property).


a)

Tlacolula Property


Pursuant to an agreement dated September 14, 2009, as amended December 18, 2012 and November 10, 2014, the Company, through its wholly owned subsidiary, Cuzcatlan, holds an option (the “Option”) to acquire a 60% interest (the “Interest”) in the Tlacolula silver project (“property”) located in the State of Oaxaca, Mexico, from Radius Gold Inc.’s wholly owned subsidiary, Radius (Cayman) Inc. (“Radius”) (a related party by way of directors in common with the Company described further in Note 7. a)).


The Company can earn the Interest by spending $2,000 on exploration of the property, which includes a commitment to drill 1,500 meters within 12 months after Cuzcatlan has received a permit to drill the property, and by making staged payments totalling $300 in cash and providing $250 in common shares of the Company to Radius according to the following schedule:


Ø

$20 in cash and $20 cash equivalent in shares upon stock exchange approval;

Ø

$30 in cash and $30 cash equivalent in shares by January 15, 2011;

Ø

$50 in cash and $50 cash equivalent in shares by January 15, 2012;

Ø

$50 in cash and $50 cash equivalent in shares by January 15, 2013;


 

Page 21




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


5.

Mineral Properties, Plant and Equipment (continued)


a)

Tlacolula Property (continued)


Ø

$50 in cash by January 19, 2015; and,

Ø

$100 in cash and $100 cash equivalent in shares within 90 days after Cuzcatlan has completed the first 1,500 meters of drilling on the property.

 

Upon completion of the cash payments and share issuances and incurring the exploration expenditures as set forth above, the Company will be deemed to have exercised the Option and to have acquired a 60% interest in the property, whereupon a joint venture will be formed to further develop the property on the basis of the Company owning 60% and Radius 40%.  Radius has the right to terminate the agreement if the option is not exercised by January 31, 2017.

 

As at March 31, 2015, the Company had issued an aggregate of 34,589 (2014: 34,589) common shares of the Company, with a fair market value of $150 (2014: $150), and paid $200 (2014: $150) in cash according to the terms of the option agreement.  Refer to Note 7. a).


6.

Trade and Other Payables


 

March 31, 2015

December 31, 2014

Trade accounts payable

$

10,401

$

10,105

Payroll payable

 

9,202

 

8,005

Due to related party (Note 7. c))

 

8

 

9

Restricted share unit payable

 

1,214

 

1,386

Other payables

 

2,966

 

1,962

 

$

23,791

$

21,467


7.

Related Party Transactions


a)

Purchase of Goods and Services


The Company entered into the following related party transactions:


 

Three months ended March 31,

Transactions with related parties

2015

2014

Salaries and wages 1,2

$

32

$

15

Other general and administrative expenses 2

 

51

 

62

 

$

83

$

77

1 Salaries and wages includes employees’ salaries and benefits charged to the Company based on a percentage of the estimated hours worked for the Company.

2 Radius Gold Inc. (“Radius”) has directors in common with the Company and shares office space, and is reimbursed for general overhead costs incurred on behalf of the Company. Gold Group Management Inc. (“Gold Group”), which is owned by a director in common with the Company, provides various administrative, management, and other related services.


 

Page 22




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


7.

Related Party Transactions (continued)


a)

Purchase of Goods and Services (continued)


In 2015, the Company paid $50 in cash to Radius under the option to acquire a 60% interest in the Tlacolula silver project located in the State of Oaxaca, Mexico.  Refer to Note 5. a).


b)

Key Management Compensation


Key management includes all persons named or performing the duties of Vice-President, Chief Financial Officer, President, Chief Executive Officer, and non-executive Directors of the Company.  The compensation paid and payable to key management for services is shown below:


 

Three months ended March 31,

 

2015

2014

Salaries and other short term employee benefits

$

1,243

$

1,890

Directors fees

 

98

 

113

Consulting fees

 

36

 

41

Share-based payments

 

729

 

2,532

 

$

2,106

$

4,576

Consulting fees includes fees paid to two non-executive directors in both 2015 and 2014.


c)

Period End Balances Arising From Purchases of Goods/Services


Amounts due to related party

March 31, 2015

December 31, 2014

Owing to a company with common directors 3

$

8

$

9

3 Owing to Gold Group Management Inc. (“Gold Group)” who has a director in common with the Company


On October 10, 2012, the Company paid Gold Group Management Inc., which is owned by a director in common with the Company, a retainer of $61 representing three months deposit under a services agreement effective July 1, 2012.


 

Page 23




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


8.

Other Liabilities


Other liabilities are comprised of the following:


 

March 31,

2015

December 31,

2014

Long term liabilities (a)

$

41

$

38

Deferred share units (Note 10. c))

 

3,842

 

3,762

Restricted share units (Note 10. d))

 

695

 

861

 

 

4,578

 

4,661

Less: current portion of other liabilities

 

-

 

-

Other liabilities, non-current

$

4,578

$

4,661


a)

Long Term Liabilities


The Company’s Mexican operation is required to provide a seniority premium to all employees as required under Mexican labor law.  The seniority premium, equal to 12 days of salary for each year of services rendered and is subject to a salary limitation of up to twice the minimum wage, is payable to employees who: (i) voluntarily leave their employment after completing 15 years of service; (ii) leave their employment for just cause; (iii) are dismissed by the Company with or without just cause; or (iv) die during the labor relationship, in such event their beneficiaries must receive such premium. In addition, an employee dismissed without cause has the option to be reinstated to his or her former job instead of receiving the seniority payment, provided the employee does not work in a white-collar position.


A summary of the Company’s long term liabilities for seniority premium are presented below:


 

Seniority Premium

Total

At March 31, 2015

 

 

Discount rate

 

7.5%

General wage increase

 

 

Regular employees

 

5.0%

Unionized employees

 

4.5%

Increase in minimum wage

 

4.0%

Long term inflation rate

 

4.0%

 

 

 

Total seniority premium – December 31, 2013

$

27

Seniority premium expense

 

18

Foreign exchange differences

 

(5)

Cash payments

 

(2)

Total seniority premium – December 31, 2014

$

38

Seniority premium expense

 

4

Foreign exchange differences

 

(1)

Total seniority premium – March 31, 2015

$

41


 

Page 24




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


9.

Provisions


A summary of the Company’s provisions for decommissioning and restoration liabilities are presented below:


 

Decommissioning and Restoration Liabilities

 

Caylloma Mine

San Jose Mine

Total

At March 31, 2015

 

 

 

 

 

 

Anticipated settlement date to

 

2028

 

2026

 

 

Undiscounted value of estimated cash flow

$

8,113

$

6,727

$

14,840

Estimated mine life (years)

 

8

 

9

 

 

Discount rate

 

3.81%

 

5.90%

 

 

Inflation rate

 

2.00%

 

3.47%

 

 

 

 

 

 

 

 

 

Total provisions – December 31, 2013

$

6,758

$

3,976

$

10,734

Increase to existing provisions

 

695

 

1,863

 

2,558

Accretion of provisions

 

398

 

345

 

743

Foreign exchange differences

 

(553)

 

(613)

 

(1,166)

Cash payments

 

(111)

 

(60)

 

(171)

Total provisions – December 31, 2014

$

7,187

$

5,511

$

12,698

Less: current portion

 

(256)

 

(553)

 

(809)

Non current – December 31, 2014

$

6,931

$

4,958

$

11,889

Total provisions – December 31, 2014

$

7,187

$

5,511

$

12,698

Increase to existing provisions

 

579

 

(135)

 

444

Accretion of provisions

 

70

 

(278)

 

(208)

Foreign exchange differences

 

(272)

 

(137)

 

(409)

Cash payments

 

-

 

(1)

 

(1)

Total provisions – March 31, 2015

$

7,564

$

4,960

$

12,524

Less: current portion

 

(287)

 

(597)

 

(884)

Non current – March 31, 2015

$

7,277

$

4,363

$

11,640


In view of the uncertainties concerning environmental reclamation, the ultimate cost of reclamation activities could differ materially from the estimated amount recorded.  The estimate of the Company’s decommissioning and restoration liability relating to the Caylloma and San Jose mines are subject to change based on amendments to laws and regulations and as new information regarding the Company’s operations becomes available.


Future changes, if any, to the estimated liability as a result of amended requirements, laws, regulations, operating assumptions, estimated timing and amount of obligations may be significant and would be recognized prospectively as a change in accounting estimate.  Any such change would result in an increase or decrease to the liability and a corresponding increase or decrease to the mineral properties, plant and equipment balance. Adjustments to the carrying amounts of the related mineral properties, plant and equipment balance can result in a change to the future depletion expense.


 

Page 25




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


10.

Share Capital


a)

Unlimited Common Shares Without Par Value


As at March 31, 2015, the Company had issued an aggregate of 34,589 (2014: 34,589) common shares of the Company, with a fair market value of $150 (2014: $150), and paid $200 (2014: $150) in cash according to the terms of the option agreement.  Refer to Note 5. a).


b)

Share Options


The Company’s Stock Option Plan (the “Plan”) dated April 11, 2011 was approved by the shareholders at the Company’s annual general meeting held on May 26, 2011.  On April 21, 2015 the Board approved amendments to the Plan which do not require shareholder approval.  The Plan provides that from May 9, 2011, the number of common shares of the Company issuable under the Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, may not exceed 12,200,000 shares, which equaled 9.92% of the total number of issued and outstanding common shares of the Company as at April 11, 2011.  As at March 31, 2015, the number of common shares available for issuance under the Plan is 2,817,098.


Option pricing models require the input of highly subjective assumptions including the estimate of the share price volatility, risk-free interest rate and expected life of the options.  Changes in the subjective input assumptions can materially affect the fair value estimate. The following is a summary of share option transactions:


 

March 31, 2015

December 31, 2014

 



Shares

(in 000’s)

Weighted

average

exercise price

(CAD$)



Shares

(in 000's)

Weighted

average

exercise price

(CAD$)

Outstanding at beginning of the period

2,944

$

3.25

6,437

$

3.42

Granted

902

 

4.79

828

 

4.30

Exercised

(308)

 

4.03

(2,564)

 

3.68

Forfeited

-

 

-

(70)

 

5.26

Expired

-

 

-

(1,687)

 

4.55

Outstanding at end of the period

3,538

$

3.58

2,944

$

3.25

Vested and exercisable at end of the period

1,814

$

2.89

1,776

$

2.80


During the three months ended March 31, 2015, 901,969 share purchase options with a term of five years were granted with an exercise price of CAD$4.79, vesting 50% after one year and 100% after two years from the grant date.


 

Page 26




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


10.

Share Capital (continued)


b)

Share Options (continued)


During the three months ended March 31, 2015, 308,100 share purchase options with an exercise price of CAD$4.03 were exercised.


During the three months ended March 31, 2015, the Company recorded a share-based payment charge of $288 (2014: $607) in respect to options granted and vested.


The assumptions used to estimate the fair value of the share purchase options granted during the three months ended March 31, 2015 and 2014 were as follows:

 

Three months ended March  31,

 

2015

2014

Risk-free interest rate

0.45%

1.19%

Expected stock price volatility

61.22%

59.29%

Expected term in years

3

3

Expected dividend yield

0%

0%

Expected forfeiture rate

5.25%

4.15%


The expected volatility assumption is based on the historical volatility of the Company’s Canadian dollar common share price on the Toronto Stock Exchange. The weighted average fair value per share purchase option was CAD$4.86 (2014: CAD$4.30).


The following table summarizes information related to stock options outstanding and exercisable at March 31, 2015:


Exercise price

in CAD$




Number of

outstanding

share purchase

options (in 000's)

Weighted

average

remaining

contractual life

of outstanding

share purchase

options (years)



Weighted average

exercise price on

outstanding share

purchase options

CAD$




Exercisable

share purchase

options

(in 000's)



Weighted average

exercise price on

exercisable share

purchase options

CAD$

$0.85 to $0.99

270

3.5

$

0.85

270

$

0.85

$1.00 to $1.99

274

1.0

 

1.44

274

 

1.44

$2.00 to $2.99

250

1.8

 

2.22

250

 

2.22

$3.00 to $3.99

889

1.2

 

3.38

397

 

3.38

$4.00 to $4.99

1,806

3.2

 

4.51

574

 

4.18

$6.00 to $6.67

49

1.9

 

6.67

49

 

6.67

$0.85 to $6.67

3,538

2.4

$

3.58

1,814

$

2.89


The weighted average remaining life of vested share purchase options at March 31, 2015 was 1.6 years (December 31, 2014: 1.5 years).


 

Page 27




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


10.

Share Capital (continued)


c)

Deferred Share Units (“DSU”) Cost


During 2010, the Company implemented a DSU plan which allows for up to 1% of the number of shares outstanding from time to time to be granted to eligible directors.  All grants under the plan are fully vested upon credit to an eligible directors’ account.


During the three months ended March 31, 2015, the Company granted 187,890 (2014: 244,188) DSU with a market value of CAD$900 (2014: CAD$1,050), at the date of grants, to non-executive directors.  


As at March 31, 2014, there are 1,016,419 (2014: 828,529) DSU outstanding with a fair value of $3,842 (2014: $3,762).  Refer to Note 8.


d)

RSUs Cost


The Company’s SU Plan covers all RSUs and PSUs granted by the Company on and after March 1, 2015.  All RSUs granted prior to March 1, 2015, are governed under the restricted share unit plan dated November 12, 2010.


The RSUs entitle employees or officers to cash payments which vest and are payable in installments over a period of up to three years following the date of the award.  The RSUs payment will be an amount equal to the fair market value of the Company’s common share on the five trading days immediately prior to vesting date multiplied by the number of RSUs held.


During the three months ended March 31, 2015, the Company granted 385,740 (2014: 424,425) RSU with a market value of CAD$1,848 (2014: CAD$1,825), at the date of grant, to an executive director and officer (151,651), officers (205,185), and employees (28,904), payable 20% after one year, 30% after two years, and the remaining 50% after three years from the date of grant.  

 

As at March 31, 2015, there were 1,142,551 (2014: 822,625) RSUs outstanding with a fair value of $1,910 (2014: $2,247).  Refer to Note 6 and Note 8.


e)

PSUs Cost


The cash settled PSUs are performance-based awards for the achievement of specified performance metrics by specified deadlines, which vest in installments over a three year period.  Any PSUs for which the performance metrics have not been achieved shall automatically be forfeited and cancelled.  The PSUs for which the performance metrics have been achieved will vest and the PSU payment will be an amount equal to the fair market value of the Company’s common share on the five trading days immediately prior to the vesting date multiplied by the number of PSUs held.


 

Page 28




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


10.

Share Capital (continued)


e)

PSUs Cost (continued)


During the three months ended March 31, 2015, the Company granted 1,236,620 (2014: nil) PSU with a market value of CAD$5,923 (2014: $nil), at the date of grant, to an executive director and officer (758,255) and officers (478,365), payable 20% after one year, 30% after two years, and the remaining 50% after three years from the date of grant if certain performance metrics are achieved.  For PSUs that vest under this grant, the payout will be paid up to a maximum of two times the grant price.


A total of 1,236,620 PSUs are outstanding as of March 31, 2015.  The fair value of PSUs are calculated using graded vesting over whole months thereby resulting in a fair value of $nil as at March 31, 2015.


f)

Earnings per Share


i.

Basic


Basic earnings per share is calculated by dividing the net income for the period by the weighted average number of shares outstanding during the period.


The following table sets forth the computation of basic earnings per share:


 

Three months ended March 31,

 

2015

2014

Income available to equity owners

$

3,854

$

4,853

Weighted average number of shares (in '000's)

 

128,809

 

126,008

Earnings per share - basic

$

0.03

$

0.04


ii.

Diluted


Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all potentially dilutive shares.  The following table sets forth the computation of diluted earnings per share:

 

Three months ended March 31,

 

2015

2014

Income available to equity owners

$

3,854

$

4,853

Weighted average number of shares ('000's)

 

128,809

 

126,008

Incremental shares from share options

 

1,148

 

1,086

 

 

 

 

 

Weighted average diluted shares outstanding (‘000’s)

 

129,957

 

127,094

Earnings per share - diluted

$

0.03

$

0.04


For the three months ended March 31, 2015, excluded from the calculation were 49,084 (2014: 2,626,835) anti-dilutive options with exercise price of CAD$6.67 (2014: ranging from CAD$4.30 to CAD$6.67).


 

Page 29




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


11.

Capital Disclosure


The Company’s objectives when managing capital are to provide shareholder returns through maximization of the profitable growth of the business and to maintain a degree of financial flexibility relevant to the underlying operating and metal price risks while safeguarding the Company’s ability to continue as a going concern.  


The capital of the Company consists of equity and available credit facility, net of cash.  The Board of Directors has not established a quantitative return on capital criteria for management.  The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.


The management of the Company believes that the capital resources of the Company as at March 31, 2015, are sufficient for its present needs for at least the next 12 months.  


The Company, under the credit facility, shall maintain at all times, on a consolidated basis, a tangible net worth in an amount equal to the sum of (a) 85% of the tangible net worth as at June 30, 2014, plus (b) 50% of positive quarterly net income earned after June 30, 2014 plus (c) 50% of the value of any equity interests issued by the Company after June 30, 2014.  Tangible net worth is defined as shareholders’ equity less all amounts that would be included on a consolidated statement of financial position of the Company as amounts owed by the Company or as intangibles.  Intangibles includes, without limitation, such personal property as goodwill, copyrights, patents and trademarks, franchises, licences of intellectual property rights, research and development costs, but, for greater certainty, excludes accounts receivable, prepaids, future tax assets and deferred development costs.


The Company’s overall strategy with respect to capital risk management remained unchanged during the year.


12.

Management of Financial Risk


The Company is exposed to certain financial risks, including currency risk, credit risk, liquidity risk, interest risk, and price risk.  The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis.


a)

Fair Value Measurements of Financial Instruments


Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (an exit price) regardless of whether that price is directly observable or estimated using another valuation technique.  The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value.  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.  Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (interest rate, yield curves), or inputs that are derived principally from or corroborated observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity).  The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.


 

Page 30




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


12.

Fair Value Measurements of Financial Instruments (continued)


a)

Fair Value Measurements of Financial Instruments (continued)


During the three months ended March 31, 2015, there have been no transfers of amounts between Level 1, Level 2, and Level 3 of the fair value hierarchy.


i.

Assets and Liabilities Measured At Fair Value on a Recurring Basis


 

Quoted Prices in

Active Markets for

Identical Assets

Significant and

Other Observable

Inputs

Significant

Unobservable

Inputs



Aggregate Fair

At March 31, 2015

Level 1

Level 2

Level 3

Value

Cash and cash equivalents

$

42,980

$

-

$

-

$

42,980

Short term investments

 

34,209

 

-

 

-

 

34,209

Trade receivable from concentrate sales 1

 

-

 

17,857

 

-

 

17,857

 

$

77,189

$

17,857

$

-

$

95,046

1 Trade receivable from concentrate sales includes provisional pricing, and final price and assay adjustments. The fair value of trade receivable from concentrate sales resulting from provisional pricing reflect observable market commodity prices and thereby classified within Level 2 of the fair value hierarchy.

1 The Company’s trade receivables arose from provisional concentrate sales and are valued using quoted market prices based on the forward London Metal Exchange (“LME”) for zinc and lead, the average London Bullion Market Association A.M. and P.M. fix (“London A.M. fix” and “London P.M. fix”) for gold and silver, and the London Bullion Market Association P.M. fix (“London P.M. fix”) for gold and silver.


 

Quoted Prices in

Active Markets for

Identical Assets

Significant and

Other Observable

Inputs

Significant

Unobservable

Inputs



Aggregate Fair

At December 31, 2014

Level 1

Level 2

Level 3

Value

Cash and cash equivalents

$

42,867

$

-

$

-

$

42,867

Short term investments

 

34,391

 

-

 

-

 

34,391

Trade receivable from concentrate sales 1

 

-

 

16,573

 

-

 

16,573

 

$

77,258

$

16,573

$

-

$

93,831


 

Page 31




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


12.

Management of Financial Risk (continued)


a)

Fair Value Measurements of Financial Instruments (continued)


ii.

Fair Value of Financial Assets and Liabilities


 

March 31, 2015

December 31, 2014

 

Carrying amount

Estimated fair value

Carrying amount

Estimated fair value

Financial assets

 

 

 

 

 

 

 

 

Cash and cash equivalents 1

$

42,980

$

42,980

$

42,867

$

42,867

Short term investments 1

 

34,209

 

34,209

 

34,391

 

34,391

Trade receivable from concentrate sales 2

 

17,857

 

17,857

 

16,573

 

16,573

Advances and other receivables

 

2,312

 

2,312

 

2,906

 

2,906

 

$

97,358

$

97,358

$

96,737

$

96,737

Financial liabilities

 

 

 

 

 

 

 

 

Trade and other payables 1

$

22,577

$

22,577

$

20,081

$

20,081

Other liabilities 3

 

41

 

41

 

38

 

38

Income tax payable 1

 

2,459

 

2,459

 

9,745

 

9,745

 

$

25,077

$

25,077

$

29,864

$

29,864

1 Fair value approximates the carrying amount due to short term nature and historically negible credit losses.

2 Trade receivable from concentrate sales includes provisional pricing, and final price and assay adjustments. The fair value of trade receivable from concentrate sales resulting from provisional pricing reflect observable market commodity prices and thereby classified within Level 2 of the fair value hierarchy.

3 Other liabilities are recorded at amortized costs. The fair value of other liabilities are primarily determined using quoted market prices. Balance includes current portion of other liabilities.


b)

Currency Risk


The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates.  The Company operates in Canada, Peru and Mexico and a portion of its expenses are incurred in Canadian dollars, nuevo soles, and Mexican pesos.  A significant change in the currency exchange rates between the United States dollar relative to the other currencies could have a material effect on the Company’s income, financial position, or cash flows.  The Company has not hedged its exposure to currency fluctuations.  


 

Page 32




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


12.

Management of Financial Risk (continued)


b)

Currency Risk (continued)

  

As at March 31, 2015, the Company is exposed to currency risk through the following assets and liabilities denominated in Canadian dollars, nuevo soles and Mexican pesos (all amounts are expressed in thousands of Canadian dollars, thousands of nuevo soles or thousands of Mexican pesos):


 

March 31, 2015

December 31, 2014

 

Canadian

Dollars

Nuevo

Soles

Mexican

Pesos

Canadian
Dollars

Nuevo

Soles

Mexican

Pesos

Cash and cash equivalents

$

7,107

S/.

989

$

80,424

$

2,695

S/.

8,633

$

56,739

Short term investments

 

4,513

 

-

 

-

 

7,696

 

-

 

-

Accounts receivable and other assets

 

19

 

2,909

 

10,207

 

897

 

4,190

 

15,692

Deposits on long term assets and long

term borrowing costs

 

-

 

-

 

34,045

 

71

 

-

 

19,096

Trade and other payables

 

(2,375)

 

(12,397)

 

(158,980)

 

(2,231)

 

(12,387)

 

(117,848)

Provisions, current

 

-

 

(887)

 

(9,053)

 

-

 

(767)

 

(8,138)

Income tax payable

 

-

 

(1,113)

 

(37,267)

 

-

 

(37)

 

(143,426)

Other liabilities

 

(5,737)

 

-

 

(619)

 

(5,376)

 

-

 

(563)

Provisions

 

-

 

(22,532)

 

(66,137)

 

-

 

(20,710)

 

(73,001)

Total

$

3,527

S/.

(33,031)

$

(147,380)

$

3,752

S/.

(21,078)

$

(251,449)

Total US$ equivalent

$

2,789

$

(10,665)

$

(9,725)

$

3,226

$

(7,052)

$

(17,084)


Based on the above net exposure as at March 31, 2015, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the US dollar against the above currencies would result in an increase or decrease, as follows: impact to other comprehensive income of $310 (2014: $358) and an impact to net income of $2,266 (2014: $2,682).


The sensitivity analyses included in the table above should be used with caution as the results are theoretical, based on management’s best assumptions using material and practicable data which may generate results that are not necessarily indicative of future performance.  In addition, in deriving this analysis, the Company has made assumptions based on the structure and relationship of variables as at the balance sheet date which may differ due to fluctuations throughout the year with all other variables assumed to remain constant.  Actual changes in one variable may contribute to changes in another variable, which may amplify or offset the effect on earnings.


 

Page 33




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


12.

Management of Financial Risk (continued)


c)

Credit Risk


Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.  The Company’s cash and cash equivalents and short term investments are held through large Canadian, international, and foreign national financial institutions.  These investments mature at various dates within one year.  All of the Company’s trade accounts receivables from concentrate sales are held with large international metals trading companies.  


The Company’s maximum exposure to credit risk as at March 31, 2015 is as follows:


 

March 31, 2015

December 31, 2014

Cash and cash equivalents

$

42,980

$

42,867

Short term investments

 

34,209

 

34,391

Accounts receivable and other assets

 

20,476

 

20,585

 

$

97,665

$

97,843

     

The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure to credit risk. The Company believes it is not exposed to significant credit risk and overall, the Company’s credit risk has not declined significantly from the prior year.


d)

Liquidity Risk


Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.  The Company manages liquidity risk by continuing to monitor forecasted and actual cash flows.  The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its development plans.  The Company strives to maintain sufficient liquidity to meet its short term business requirements, taking into account its anticipated cash flows from operations, its holdings of cash, short term investments, and its committed liabilities.


 

Page 34




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


12.

Management of Financial Risk (continued)


d)

Liquidity Risk (continued)


The Company expects the following maturities of its financial liabilities (including interest), finance leases, and other contractual commitments:


 

Expected payments due by period as at March 31, 2015

 

Less than

1 year


1 - 3 years


4 -5 years

After

5 years


Total

Trade and other payables

$

23,791

$

-

$

-

$

-

$

23,791

Bank loan

 

-

 

-

 

-

 

-

 

-

Derivative liabilities

 

-

 

-

 

-

 

-

 

-

Income tax payable

 

2,459

 

-

 

-

 

-

 

2,459

Other liabilities

 

-

 

4,578

 

-

 

-

 

4,578

Operating leases

 

733

 

1,031

 

92

 

-

 

1,856

Provisions

 

966

 

1,055

 

1,513

 

11,306

 

14,840

 

$

27,949

$

6,664

$

1,605

$

11,306

$

47,524

Operating leases includes leases for office premises, computer and other equipment used in the normal course of business.  Refer to Note 14. c).


On March 25, 2015, the Company entered into an amended and restated credit agreement with the Bank of Nova Scotia for a $60 million senior secured financing (“credit facility”) consisting of a $40 million term credit facility with a 4 year term and a $20 million revolving credit facility for a two year period.  The credit facility is secured by a first ranking lien on Bateas, Cuzcatlan, Continuum, and Barbados, and their assets and bears interest and fees at prevailing market rates. In the event that utilization under the credit facility is less than $10 million, a commitment fee of 1.0% per annum is payable quarterly on the unutilized portion of the available credit facility.  


On April 1, 2015, the $40 million term credit facility was drawn down.


e)

Interest Rate Risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.  The risk that the Company will realize a loss as a result of a decline in the fair value is limited because the balances are generally held with major financial institutions in demand deposit accounts.


A 10% change in interest rates would cause a $1 change in income on an annualized basis.


On March 25, 2015, the Company entered into an $40 million interest rate swap, effective for April 1, 2015 as a cash flow hedge to the credit facility (refer to Note 12. d)).  


 

Page 35




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


12.

Management of Financial Risk (continued)


f)

Metal Price Risk


The Company is exposed to metals price risk with respect to silver, gold, zinc, and lead sold through its mineral concentrate products.  As a matter of policy, the Company does not hedge its silver production.


A 10% change in zinc, lead, silver, and gold prices would cause a $366, $222, $1,751, $763, respectively, change in net earnings on an annualized basis.


The Company also enters into provisional concentrate contracts to sell the silver-gold, zinc, lead-silver concentrates produced by the San Jose and Caylloma mines. For the three months ended March 31, 2015, the impact of price adjustments was income of $345 (2014: income $418).


13.

Segmented Information


All of the Company’s operations are within the mining sector, conducted through operations in three countries.  Due to geographic and political diversity, the Company’s mining operations are decentralized whereby management are responsible for achieving specified business results within a framework of global policies and standards.  Country corporate offices provide support infrastructure to the mine in addressing local and country issues including financial, human resources, and exploration support.  


Products are silver, gold, lead, zinc and copper produced from mines in Peru and Mexico, as operated by Bateas and Cuzcatlan, respectively.  Segments have been aggregated where operations in specific regions have similar products, production processes, types of customers and economic environment.


The Company’s operating segments are based on the reports reviewed by the senior management group that are used to make strategic decisions.  The Chief Executive Officer considers the business from a geographic perspective considering the performance of the Company’s business units.  The segment information for the reportable segments for the three months ended March 31, 2015 and 2014 are as follows:


 

Page 36




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


13.

Segmented Information (continued)


Reportable Segments

 

Corporate

 

Bateas

 

Cuzcatlan

 

Total

Three months ended March 31, 2015

 

 

 

 

 

 

 

 

Sales to external customers by product

$

-

$

14,604

$

25,200

$

39,804

Silver-gold concentrates

$

-

$

-

$

25,200

$

25,200

Silver-lead concentrates

$

-

$

10,617

$

-

$

10,617

Zinc concentrates

$

-

$

3,987

$

-

$

3,987

Cost of sales*

$

-

$

11,901

$

15,322

$

27,223

Depletion and depreciation**

$

334

$

2,084

$

3,992

$

6,410

Selling, general and administrative expenses*

$

3,225

$

690

$

660

$

4,575

Exploration and evaluation costs

$

45

$

-

$

-

$

45

Interest income

$

29

$

35

$

33

$

97

Interest expense

$

97

$

70

$

(279)

$

(112)

(Loss) income before tax

$

(3,338)

$

1,978

$

9,530

$

8,170

Income taxes

$

14

$

1,524

$

2,778

$

4,316

(Loss) income for the period

$

(3,351)

$

453

$

6,752

$

3,854

Capital expenditures***

$

14

$

1,229

$

4,833

$

6,076

* cost of sales and selling, general and administrative expenses includes depletion and depreciation

** included in cost of sales or selling, general and administrative expenses

*** segmented capital expenditures are presented on a cash basis


Reportable Segments

 

Corporate

 

Bateas

 

Cuzcatlan

 

Total

Three months ended March 31, 2014

 

 

 

 

 

 

 

 

Sales to external customers

$

-

$

16,628

$

28,852

$

45,480

Silver-gold concentrates

$

-

$

-

$

28,852

$

28,852

Silver-lead concentrates

$

-

$

12,463

$

-

$

12,463

Zinc concentrates

$

-

$

4,165

$

-

$

4,165

Cost of sales*

$

-

$

12,142

$

16,134

$

28,276

Depletion and depreciation**

$

139

$

1,801

$

4,105

$

6,045

Selling, general and administrative expenses*

$

6,010

$

819

$

1,114

$

7,943

Other operating recoveries

$

-

$

(12)

$

-

$

(12)

Interest income

$

21

$

24

$

16

$

61

Interest expense

$

101

$

103

$

64

$

268

(Loss) income before tax

$

(6,091)

$

3,601

$

11,556

$

9,066

Income taxes

$

99

$

1,205

$

2,909

$

4,213

(Loss) income for the period

$

(6,190)

$

2,396

$

8,647

$

4,853

Capital expenditures***

$

3

$

1,958

$

8,042

$

10,003

* cost of sales and selling, general and administrative expenses includes depletion and depreciation

** included in cost of sales or selling, general and administrative expenses

*** segmented capital expenditures are presented on a cash basis


 

Page 37




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


13.

Segmented Information (continued)


Reportable Segments

 

Corporate

 

Bateas

 

Cuzcatlan

 

Total

As at March 31, 2015

 

 

 

 

 

 

 

 

Mineral properties, plant and equipment

$

497

$

65,849

$

167,342

$

233,688

Total assets

$

18,745

$

111,547

$

220,968

$

351,260

Total liabilities

$

8,766

$

20,600

$

44,930

$

74,296

As at December 31, 2014

 

 

 

 

 

 

 

 

Mineral properties, plant and equipment

$

539

$

66,570

$

166,740

$

233,849

Total assets

$

20,804

$

110,499

$

219,007

$

350,310

Total liabilities

$

8,153

$

19,813

$

49,631

$

77,597


The segment information by geographical region for the three months ended March 31, 2015 and 2014 are as follows:


Reportable Segments

 

Canada

 

Peru

 

Mexico

 

Total

Three months ended March 31, 2015

 

 

 

 

 

 

 

 

Sales to external customers by product

$

-

$

14,604

$

25,200

$

39,804

Silver-gold concentrates

$

-

$

-

$

25,200

$

25,200

Silver-lead concentrates

$

-

$

10,617

$

-

$

10,617

Zinc concentrates

$

-

$

3,987

$

-

$

3,987

Three months ended March 31, 2014

 

 

 

 

 

 

 

 

Sales to external customers by product

$

-

$

16,628

$

28,852

$

45,480

Silver-gold concentrates

$

-

$

-

$

28,852

$

28,852

Silver-lead concentrates

$

-

$

12,463

$

-

$

12,463

Zinc concentrates

$

-

$

4,165

$

-

$

4,165

 

 

 

 

 

 

 

 

 

Reportable Segments

 

Canada

 

Peru

 

Mexico

 

Total

As at March 31, 2015

 

 

 

 

 

 

 

 

Non current assets

$

2,377

$

66,554

$

168,903

$

237,834

As at December 31, 2014

 

 

 

 

 

 

 

 

Non current assets

$

2,323

$

67,196

$

166,419

$

235,938


 

Page 38




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


13.

Segmented Information (continued)


For the three months ended March 31, 2015, there were six (2014: four) customers, respectively, represented 100% of total sales to external customers as follows:


External Sales

by Customer

Three months ended March 31,

and Region

2015

2014

Customer 1

$

10,617

73%

$

6,330

38%

Customer 2

 

-

0%

 

6,103

37%

Customer 3

 

(11)

0%

 

4,195

25%

Customer 4

 

(18)

0%

 

-

0%

Customer 5

 

4,016

27%

 

-

0%

Bateas/Peru

$

14,604

100%

$

16,628

100%

% of total sales

 

37%

 

 

37%

 

Customer 1

$

25,105

100%

$

28,852

100%

Customer 2

 

95

0%

 

-

0%

Cuzcatlan/Mexico

$

25,200

100%

$

28,852

100%

% of total sales

 

63%

 

 

63%

 

Consolidated

$

39,804

100%

$

45,480

100%

% of total sales

 

100%

 

 

100%

 


14.

Contingencies and Capital Commitments


a)

Bank Letter of Guarantee


The Caylloma Mine closure plan was approved in November 2009 with total closure costs of $3,587 of which $1,756 is subject to annual collateral in the form of a letter of guarantee, to be awarded each year in increments of $146 over 12 years based on the estimated life of the mine.  In March 2013 the closure plan was updated with total closure costs of $7,996 of which $4,167 is subject to annual collateral in the form of a letter of guarantee.


Scotiabank Peru, a third party, has established a bank letter of guarantee on behalf of Bateas in favor of the Peruvian mining regulatory agency in compliance with local regulation and to collateralize Bateas’ mine closure plan, in the amount of $1,842 (2014: $1,842). This bank letter of guarantee expires on December 31, 2015.

  

Scotiabank Peru, a third party, has established a bank letter of guarantee on behalf of Bateas in favor of the Peruvian Energy and Mining Ministry to collateralize Bateas’s regulatory compliance with the electric transmission line project, in the amount of $3 (2014: $3). This bank letter of guarantee expires on December 6, 2015.    


 

Page 39




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


14.

Contingencies and Capital Commitments (continued)


a)

Bank Letter of Guarantee (continued)


Scotiabank Peru, a third party, has established a bank letter of guarantee, for office rental, on behalf of Bateas in favor of Centro Empresarial Nuevo Mundo S.A.C., in the amount of $58 (2014: $58). This bank letter of guarantee expires on July 18, 2015.


b)

Capital Commitments

 

As at March 31, 2015, there are no capital commitments.


c)

Other Commitments


The Company has a contract to guarantee the power supply at its Caylloma Mine.  Under the contract, the seller is obligated to deliver a "maximum committed demand" (for the present term this stands at 3,500 kW) and the Company is obligated to purchase subject to exemptions under provisions of "Force Majeure".  The contract period is 10 years and expires in 2017, after that it is automatically renewed for periods of two years. Renewal can be avoided without penalties by notification 10 months in advance of the renewal date.  


Tariffs are established annually by the energy market regulator in accordance with applicable regulations in Peru.  The minimum committed demand is $19 per month and the average monthly charge for 2015 is $202.


Operating leases includes leases for office premises, computer and other equipment used in the normal course of business.  Refer to Note 12. d).


 

Page 40




FORTUNA SILVER MINES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(All amounts in US$’000’s unless otherwise stated)


14.

Contingencies and Capital Commitments (continued)


c)

Other Commitments (continued)


The expected payments due by period as at March 31, 2015 are as follows:


 

Expected payments due by period as at March 31, 2015

 

Less than

1 year


1 - 3 years


4 -5 years


Total

Office premises – Canada

$

121

$

361

$

92

$

574

Office premises – Peru

 

399

 

480

 

-

 

879

Office premises – Mexico

 

11

 

-

 

-

 

11

Total office premises

$

531

$

841

$

92

$

1,464

Computer equipment – Peru

 

189

 

 121

 

-

 

310

Computer equipment – Mexico

 

13

 

 -

 

 -

 

13

Total computer equipment

$

202

 $

 121

 $

 -

$

323

Machinery – Mexico

 

-

 

 69

 

 -

 

69

Total Machinery

$

-

 $

 69

 $

 -

$

69

Total operating leases

$

733

 $

 1,031

 $

 92

$

1,856


d)

Tax Contingencies

 

The Company has been assessed taxes and related interest and penalties, in Peru by SUNAT, for tax years 2010, 2011, and 2012, in the amounts of $1,081, $689, and $102, respectively, for a total of $1,872.  The Company is currently appealing the assessments and believes the appeals with be ruled in favor of the Company.  The Company has provided as a guarantee by way of letter bond in the amount of $776.


e)

Other Contingencies


The Company is subject to various investigations, claims, legal, labor and tax proceedings covering matters that arise in the ordinary course of business activities.  Each of these matters is subject to various uncertainties and it is possible that some of these matters may be resolved unfavorably for the Company.  Certain conditions may exist as of the date the financial statements are issued that may result in a loss to the Company.  In the opinion of management, none of these matters are expected to have a material effect on the results of operations or financial conditions of the Company.


15.

Subsequent event up to May 8, 2015


Subsequent to March 31, 2015, 170,000 share purchase options with an exercise price of CAD$4.03 were exercised resulting in issued and outstanding shares of 129,015,842.  


 

Page 41