EX-99.5 6 exhibit99-5.htm FINANCIAL STATEMENTS FOR 3RD QUARTER ENDED DECEMBER 31, 2016 Exhibit 99.5

Exhibit 99.5


SILVERCORP METALS INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three and nine months ended December 31, 2016 and 2015
(Expressed in thousands of US dollars, unless otherwise stated)
(Unaudited)





Notice to Readers of the Unaudited Condensed Consolidated Interim Financial Statements
For the three and nine months ended December 31, 2016

The unaudited condensed consolidated interim financial statements of Silvercorp Metals Inc. (the “Company”) for the three and nine months ended December 31, 2016 (the “Financial Statements”) have been prepared by management and have not been reviewed by the Company’s independent auditors. The Financial Statements should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2016 which are available at the SEDAR website at www.sedar.com. The Financial Statements are stated in terms of US dollars and are prepared in accordance with International Financial Reporting Standards.





SILVERCORP METALS INC.
Condensed Consolidated Interim Statements of Financial Position
(Unaudited) (Expressed in thousands of U.S. dollars)

 

      As at December 31,     As at March 31,  
  Notes   2016     2016  
ASSETS              
Current Assets              

Cash and cash equivalents

21 $ 66,974   $ 41,963  

Short-term investments

    30,401     19,999  

Trade and other receivables

    1,080     2,041  

Inventories

    10,546     8,857  

Due from related parties

12   88     103  

Income tax receivable

    -     394  

Prepaids and deposits

    3,577     3,960  
      112,666     77,317  
 
Non-current Assets              

Long-term prepaids and deposits

    698     1,856  

Reclamation deposits

    4,207     2,301  

Investment in an associate

3   3,171     3,133  

Other investments

4   1,026     287  

Plant and equipment

5   65,313     71,045  

Mineral rights and properties

6   203,107     216,080  
TOTAL ASSETS   $ 390,188   $ 372,019  
 
LIABILITIES AND EQUITY              
Current Liabilities              

Accounts payable and accrued liabilities

  $ 32,741   $ 27,457  

Bank loan

8   4,317     4,657  

Mine right fee payable

7   -     3,970  

Deposits received

    5,547     5,849  

Income tax payable

    5,648     -  

Due to related parties

12   -     179  
      48,253     42,112  
 
Non-current Liabilities              

Mine right fee payable

7   -     5,796  

Deferred income tax liabilities

    25,128     23,224  

Environmental rehabilitation

    13,581     14,328  
Total Liabilities     86,962     85,460  
 
Equity              

Share capital

9   231,590     230,933  

Share option reserve

    13,114     12,628  

Reserves

    25,409     25,409  

Accumulated other comprehensive loss

10   (52,985 )   (35,994 )

Retained earnings

    29,144     562  
Total equity attributable to the equity holders of the Company   246,272     233,538  
 
Non-controlling interests 11   56,954     53,021  
Total Equity     303,226     286,559  
 
TOTAL LIABILITIES AND EQUITY   $ 390,188   $ 372,019  
Commitments and contingencies 20            
 
Approved on behalf of the Board:              
 
(Signed) David Kong              
Director              
 
(Signed) Rui Feng              
Director              

See accompanying notes to the condensed consolidated interim financial statements

1





SILVERCORP METALS INC.
Condensed Consolidated Interim Statements of Income
(Unaudited)(Expressed in thousands of U.S. dollars, except numbers for share and per share figures)

 

      Three Months Ended December 31,     Nine Months Ended December 31,  
  Notes   2016     2015     2016     2015  
 
Sales 19(c) $ 47,838   $ 29,081   $ 129,407   $ 88,514  
Cost of sales 13   20,100     19,543     59,136     58,692  
Gross profit     27,738     9,538     70,271     29,822  
 
General and administrative 14   3,950     3,140     12,462     13,391  
Government fees and other taxes 15   2,410     1,557     5,866     4,753  
Foreign exchange gain     (444 )   (716 )   (536 )   (2,113 )
Loss on disposal of plant and equipment 5   392     95     457     80  
Loss on disposal of a subsidiary 28   -     460     -     460  
Share of loss (gain) in associate 3   126     (65 )   (160 )   (166 )
Impairment of plant and equipment and mineral rights and properties     -     -     181     -  
Other income     (201 )   (65 )   (324 )   (179 )
Income from operations     21,505     5,132     52,325     13,596  
 
Finance income 16   647     517     1,615     1,058  
Finance costs 16   (161 )   (280 )   (685 )   (751 )
Income before income taxes     21,991     5,369     53,255     13,903  
 
Income tax expense 17   5,353     1,453     14,091     3,237  
Net income   $ 16,638   $ 3,916   $ 39,164   $ 10,666  
 
Attributable to:                          

Equity holders of the Company

  $ 13,115   $ 3,326   $ 30,167   $ 7,856  

Non-controlling interests

11   3,523     590     8,997     2,810  
    $ 16,638   $ 3,916   $ 39,164   $ 10,666  
 
Earnings per share attributable to the equity holders of the Company                          
Basic earnings per share   $ 0.08   $ 0.02   $ 0.18   $ 0.05  
Diluted earnings per share   $ 0.08   $ 0.02   $ 0.18   $ 0.05  
Weighted Average Number of Shares Outstanding - Basic     167,192,640     168,975,392     167,048,582     170,052,392  
Weighted Average Number of Shares Outstanding - Diluted     171,284,390     168,975,392     171,115,860     170,052,392  

See accompanying notes to the condensed consolidated interim financial statements

2





SILVERCORP METALS INC.
Condensed Consolidated Interim Statements of Comprehensive Income
(Unaudited) (Expressed in thousands of U.S. dollars)

 

      Three Months Ended December 31,     Nine Months Ended December 31,  
  Notes   2016     2015     2016     2015  
 
Net income   $ 16,638   $ 3,916   $ 39,164   $ 10,666  
Other comprehensive loss, net of taxes:                          
Items that may subsequently be reclassified to net income or loss:                          

Currency translation adjustment, net of tax of $nil

    (11,730 )   (7,565 )   (20,602 )   (15,708 )

Share of other comprehensive income (loss) in associate

3   61     -     (12 )   -  
Items that will not subsequently be reclassified to net income or loss:                          

Change in fair value on equity investments designated as FVTOCI, net of tax of $nil

4   (122 )   16     19     (227 )
Items reclassified to net income:                          

Cumulative translation adjustment upon sale of a subsidiary

    -     23     -     23  
Other comprehensive loss, net of taxes   $ (11,791 ) $ (7,526 ) $ (20,595 ) $ (15,912 )
Attributable to:                          

Equity holders of the Company

  $ (9,769 ) $ (6,396 ) $ (16,991 ) $ (13,688 )

Non-controlling interests

11   (2,022 )   (1,130 )   (3,604 )   (2,224 )
    $ (11,791 ) $ (7,526 ) $ (20,595 ) $ (15,912 )
Total comprehensive income (loss), net of taxes   $ 4,847   $ (3,610 ) $ 18,569   $ (5,246 )
 
Attributable to:                          

Equity holders of the Company

  $ 3,346   $ (3,070 ) $ 13,176   $ (5,832 )

Non-controlling interests

    1,501     (540 )   5,393     586  
    $ 4,847   $ (3,610 ) $ 18,569   $ (5,246 )

See accompanying notes to the condensed consolidated interim financial statements

3





SILVERCORP METALS INC.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited) (Expressed in thousands of U.S. dollars)

 

      Three Months Ended December 31,     Nine Months Ended December 31,  
  Notes   2016     2015     2016     2015  
Cash provided by                          
Operating activities                          

Net income

  $ 16,638   $ 3,916   $ 39,164   $ 10,666  

Add (deduct) items not affecting cash:

                         

Finance costs

    161     280     685     751  

Depreciation, amortization and depletion

13, 14   5,463     6,356     16,812     15,733  

Share of loss (gain) in associate

3   126     (65 )   (160 )   (166 )

Loss on disposal of a subsidiary

    -     460     -     460  

Impairment of plant and equipment and mineral rights and properties

    -     -     181     -  

Income tax expense

    5,353     1,453     14,091     3,237  

Finance income

16   (647 )   (517 )   (1,615 )   (1,058 )

Loss on disposal of plant and equipment

5   392     95     457     80  

Share-based compensation

    214     234     654     742  

Income taxes paid

    (1,115 )   (224 )   (4,030 )   (527 )

Interest received

    647     517     1,615     1,058  

Interest paid

    (853 )   -     (954 )   -  

Changes in non-cash operating working capital

21   1,955     (2,919 )   8,656     (3,439 )
 
Net cash provided by operating activities     28,334     9,586     75,556     27,537  
 
Investing activities                          

Mineral rights and properties

                         

Capital expenditures

    (14,897 )   (5,427 )   (25,605 )   (14,157 )

Plant and equipment

                         

Additions

    (1,433 )   (2,604 )   (4,556 )   (5,594 )

Proceeds on disposals

5   19     202     51     232  

Other investments

                         

Acquisition

    (782 )   -     (782 )   -  

Proceeds on disposals

4   -     422     33     422  

Reclamation deposit paid

    (1,775 )   -     (2,160 )   (9 )

Net purchases of short-term investments

    (5,542 )   (203 )   (11,518 )   5,504  

Proceeds for sale of a subsidiary

    -     11     -     11  
Net cash used in investing activities     (24,410 )   (7,599 )   (44,537 )   (13,591 )
 
Financing activities                          

Related parties

                         

Payments made

    -     (1,587 )   -     (1,587 )

Non-controlling interests

                         

Distribution

11   -     (1,661 )   (1,460 )   (1,661 )

Cash dividends distributed

9(c)   (1,585 )   -     (1,585 )   (1,323 )

Proceeds from issuance of common shares

    192     -     489     -  

Common shares repurchased as part of normal course issuer bid

    -     (419 )   -     (1,686 )
Net cash used in financing activities     (1,393 )   (3,667 )   (2,556 )   (6,257 )
Effect of exchange rate changes on cash and cash equivalents     (2,041 )   (2,160 )   (3,452 )   (4,492 )
 
Increase (decrease) in cash and cash equivalents     490     (3,840 )   25,011     3,197  
 
Cash and cash equivalents, beginning of the period     66,484     67,216     41,963     60,179  
 
Cash and cash equivalents, end of the period   $ 66,974   $ 63,376   $ 66,974   $ 63,376  
Supplementary cash flow information 21                        

See accompanying notes to the condensed consolidated interim financial statements

4





SILVERCORP METALS INC.
Condensed Consolidated Interim Statements of Changes in Equity
(Unaudited) (Expressed in thousands of U.S. dollars, except numbers for share figures)

 

    Share capital                                          
                Share         Accumulated other     Retained      Total equity attributable   Non-        
    Number of           option         comprehensive     earnings    to the equity holders of     controlling        
  Notes shares     Amount     reserve      Reserves     loss     (deficit)     the Company     interests      Total equity  
Balance, April 1, 2015   170,883,808   $ 233,513   $ 11,741   $ 25,409 $ (26,697 ) $ (5,089 ) $ 238,877   $ 53,634   $ 292,511  
Share-based compensation   -     -     742     -   -     -     742     -     742  
Dividends declared   -     -     -     -   -     (685 )   (685 )   -     (685 )
Distribution to non-controlling interests   -     -     -     -   -     -     -     (1,661 )   (1,661 )
Disposition of non-controlling interests upon sale of a subsidiary   -     -     -     -   -     -     -     (773 )   (773 )
Common shares repurchased as part of normal course issuer bid   (2,322,952 )   (1,686 )   -     -   -     -     (1,686 )   -     (1,686 )
Cumulative translation adjustment realized upon sale of a subsidiary   -     -     -     -   23     -     23     -     23  
Comprehensive (loss) income   -     -     -     -     (13,711 )   7,856     (5,855 )   586     (5,269 )
Balance, December 31, 2015   168,560,856   $ 231,827   $ 12,483   $ 25,409 $ (40,385 ) $ 2,082   $ 231,416   $ 51,786   $ 283,202  
Share-based compensation   -     -     145     -   -     -     145     -     145  
Common shares repurchased as part of normal course issuer bid   (1,714,500 )   (894 )   -     -   -     -     (894 )   -     (894 )
Comprehensive income (loss)   -     -     -     -     4,391     (1,520 )   2,871     1,235     4,106  
Balance, March 31, 2016   166,846,356   $ 230,933   $ 12,628   $ 25,409   $ (35,994 ) $ 562   $ 233,538   $ 53,021   $ 286,559  
Options exercised   460,964     657     (168 )   -   -     -     489     -     489  
Share-based compensation 9(b) -     -     654     -   -     -     654     -     654  
Dividends declared 9(c) -     -     -     -   -     (1,585 )   (1,585 )   -     (1,585 )
Distribution to non-controlling interests 11 -     -     -     -   -     -     -     (1,460 )   (1,460 )
Comprehensive (loss) income   -     -     -     -     (16,991 )   30,167     13,176     5,393     18,569  
Balance, December 31, 2016   167,307,320   $ 231,590   $ 13,114   $ 25,409   $ (52,985 ) $ 29,144   $ 246,272   $ 56,954   $ 303,226  

See accompanying notes to the condensed consolidated interim financial statements

5





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

1. CORPORATE INFORMATION

Silvercorp Metals Inc., along with its subsidiary companies (collectively the “Company”), is engaged in the acquisition, exploration, development, and mining of precious and base metal mineral properties. The Company’s producing mines and other current exploration and development projects are in China.

The Company is a publicly listed company incorporated in Canada with limited liability under the legislation of the Province of British Columbia. The Company’s shares are listed on the Toronto Stock Exchange.

The head office, registered address and records office of the Company are located at 200 Granville Street, Suite 1378, Vancouver, British Columbia, Canada, V6C 1S4.

Operating results for the three and nine months ended December 31, 2016, are not necessarily indicative of the results that may be expected for the year ending March 31, 2017.

2. SIGNIFICANT ACCOUNTING POLICIES

(a)Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting (“IAS 34”) of the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). These condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2016. These condensed consolidated interim financial statements follow the same significant accounting policies set out in note 2 to the audited consolidated financial statements for the year ended March 31, 2016.

These condensed consolidated interim financial statements were authorized for issue in accordance with a resolution of the Board of Directors dated on February 1, 2017.

(b)Basis of Consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its wholly or partially owned subsidiaries.

Subsidiaries are consolidated from the date on which the Company obtains control up to the date of the disposition of control. Control is achieved when the Company has power over the subsidiary, is exposed or has rights to variable returns from its involvement with the subsidiary; and has the ability to use its power to affect its returns. For non-wholly-owned subsidiaries over which the Company has control, the net assets attributable to outside equity shareholders are presented as “non-controlling interests” in the equity section of the consolidated balance sheets. Net income for the period that is attributable to the non-controlling interests is calculated based on the ownership of the non-controlling interest shareholders in the subsidiary.

Balances, transactions, revenues and expenses between the Company and its subsidiaries are eliminated on consolidation.

6





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

Details of the Company’s significant subsidiaries which are consolidated are as follows:

      Proportion of ownership interest held  
    Place of December 31, March 31, Mineral
Name of subsidiaries Principal activity incorporation 2016 2016 properties
Silvercorp Metals China Inc. Holding company Canada 100% 100%  
Silvercorp Metals (China) Inc. Holding company China 100% 100%  
0875786 B.C. LTD. Mining Canada 100% 100%  
Fortune Mining Limited Holding company BVI (i) 100% 100% RZY
Fortune Copper Limited Holding company BVI 100% 100%  
Fortune Gold Mining Limited Holding company BVI 100% 100%  
Victor Resources Ltd. Holding company BVI 100% 100%  
Yangtze Mining Ltd. Holding company BVI 100% 100%  
Victor Mining Ltd. Holding company Barbados 100% 100%  
Yangtze Mining (H.K.) Ltd. Holding company Hong Kong 100% 100%  
Fortune Gold Mining (H.K.) Limited Holding company Hong Kong 100% 100%  
Wonder Success Limited Holding company Hong Kong 100% 100%  
Henan Huawei Mining Co. Ltd. ("Henan Huawei") Mining China 80% 80% HPG, LM
Henan Found Mining Co. Ltd. ("Henan Found") Mining China 77.5% 77.5% Ying, TLP
Songxian Gold Mining Co., Ltd. ("SX Gold") Mining China 77.5% 77.5% XHP
Xinshao Yunxiang Mining Co., Ltd. ("Yunxiang") Mining China 70% 70% BYP
Guangdong Found Mining Co. Ltd. (Guangdong Found") Mining China 95% 95% GC
(i) British Virgin Island ("BVI")          

(c) Accounting standards issued but not yet in effective

IFRS 15 – Revenue from contracts with customers, the standard on revenue from contacts with customers was issued in September 2015 and may be effective for annual reporting periods beginning on or after January 1, 2018 for public entities with early adoption permitted. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt the guidance. The Company is assessing the impact of this standard.

IAS 7 - Statement of Cash Flows has been revised to incorporate amendments issued by the International Accounting Standards Board ("IASB") in January 2016. The amendments require entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendments are effective for annual periods beginning on or after January 1, 2017 with early adoption permitted. The Company is assessing the impact of this standard.

IAS 12 - Income Taxes has been revised to incorporate amendments issued by the IASB in January 2016. The amendments clarify how to account for deferred tax assets related to debt instruments measured at fair value. The amendments are effective for annual periods beginning on or after January 1, 2017 with early adoption permitted. The Company is assessing the impact of this standard.

IFRS 16 - Leases was issued by the IASB and will replace Leases (“IAS 17”). IFRS 16 requires most leases to be reported on a company’s balance sheet as assets and liabilities. IFRS 16 is effective for annual periods beginning on or after January 1, 2019 with early application permitted for companies that also apply IFRS

15 - Revenue from Contracts with Customers. The Company is currently assessing the impact of this new standard.

7





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

3. INVESTMENT IN AN ASSOCIATE

New Pacific Holdings Corp. (“NUX”) is a Canadian public company listed on the TSX Venture Exchange (symbol: NUX). NUX is a related party of the Company by way of two common directors and officers.

As at December 31, 2016, the Company owned 10,806,300 common shares (March 31, 2016 – 10,806,300) of NUX, representing an ownership interest of 16.1% (March 31, 2016 – 16.1%).

The Company accounts for its investment in NUX common shares using the equity method as it is able to exercise significant influence over the financial and operating policies of NUX. The summary of the investment in NUX common shares and its market value as at the respective balance sheet dates are as follows:

            Value of NUX's
  Number of         common shares per
  shares   Amount     quoted market price  
Balance, April 1, 2015 10,806,300 $ 3,449   $ 1,448
Share of net loss     (50 )    
Share of other comprehensive loss     (186 )    
Foreign exchange impact     (80 )      
Balance, March 31, 2016 10,806,300 $ 3,133   $ 2,333
Share of net income     160      
Share of other comprehensive loss     (12 )    
Foreign exchange impact     (110 )      
Balance December 31 , 2016 10,806,300 $ 3,171   $ 5,473  

 

4. OTHER INVESTMENTS

 

    December 31, 2016   March 31, 2016  
Equity investments designated as FVTOCI        
 

Publicly-traded companies

$ 1,026 $ 287
 

Luoyang Yongning Smelting Co. Ltd.

  -   -
 

Jinduicheng Xise (Canada) Co. Ltd.

  -   -  
  $ 1,026 $ 287  

(a) Investments in publicly-traded companies with no significant influence

Investments in publicly-traded companies represent equity interests of other publicly-trading companies that the Company has acquired through the open market or through private placements. Such investments are designated as FVTOCI and are measured at fair value on initial recognition and subsequent measurement. As of December 31, 2016, none of the investments held by the Company represented more than 10% of the respective interest of investees.

8





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

The continuity of such investments is as follow:

          Accumulated fair value change  
    Fair value     included in OCI  
April 1, 2015 $ 892   $ (6,271 )

Change in fair value on equity investments designated as FVTOCI

  (158 )   (158 )

Disposal of equity investments

  (422 )   -  

Impact of foreign currency translation

  (25 )   -  
March 31, 2016 $ 287   $ (6,429 )

Change in fair value on equity investments designated as FVTOCI

  19     19  

Purchase of equity investments

  782     -  

Impact of foreign currency translation

  (62 )   -  
December 31, 2016 $ 1,026   $ (6,410 )

(b) Luoyang Yongning Smelting Co. Ltd. (“Yongning Smelting”)

Yongning Smelting is a private company based in China. The Company invested in Yongning Smelting through its subsidiary Henan Found. On July 31, 2016, the Company disposed its 0.1% (March 31, 2016 –0.1%) ownership of Yongning Smelting’s total equity for cash proceeds of $33 (RMB ¥221).

(c) Jinduicheng Xise (Canada) Co. Ltd. (“Jinduicheng”)

Jinduicheng is a Canadian private holding company, with primary assets holding 100% interest in a Canadian private mining company, Yukon Zinc Mining Corporation (“Yukon Zinc”). The Company invested in Jinduicheng through a private placement by subscribing common shares of Jinduicheng. As at December 31, 2016, the Company’s total investment in Jinduicheng represents 6% (March 31, 2016 - 6%) of Jinduicheng’s total equity. The fair value of the investment as at December 31, 2016 was determined to be $nil (March 31, 2016 - $nil), using a market based approach taking into consideration of Jinduicheng’s consolidated mineral reserve and resource data and its consolidated financial position. The maximum risk exposures would be the amount the Company invested in the common shares of Jinduicheng.

9





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

5. PLANT AND EQUIPMENT

Plant and equipment consist of:

  Land use rights     Office           Motor     Construction        
Cost   and building     equipment       Machinery     vehicles     in progress     Total  
Balance as at April 1, 2015 $ 87,404   $ 6,492   $ 27,183   $ 7,274   $ 3,551   $ 131,904  

Additions

  7,100     293     1,376     323     6,112     15,204  

Disposals

  (142 )   (101 )   (231 )   (210 )   (79 )   (763 )

Reclassification of asset groups(1)

  293     -     -     -     (293 )   -  

Impact of foreign currency translation

  (3,493 )   (242 )   (1,073 )   (284 )   (216 )   (5,308 )
Balance as at March 31, 2016 $ 91,162   $ 6,442   $ 27,255   $ 7,103   $ 9,075   $ 141,037  

Additions

  1,647     140     418     298     1,625     4,128  

Disposals

  (215 )   (256 )   (284 )   (754 )   (3 )   (1,512 )

Reclassification of asset groups(1)

  7,470     -     320     -     (7,790 )   -  

Impact of foreign currency translation

  (6,987 )   (433 )   (2,003 )   (498 )   (411 )   (10,332 )
Ending balance as at December 31, 2016 $ 93,077   $ 5,893   $ 25,706   $ 6,149   $ 2,496   $ 133,321  
 
Impairment, accumulated depreciation and amortization                                  
Balance as at April 1, 2015 $ (41,247 ) $ (4,281 ) $ (16,639 ) $ (4,899 ) $ (59 ) $ (67,125 )

Disposals

  92     82     28     174     -     376  

Depreciation and amortization

  (2,588 )   (700 )   (1,756 )   (866 )   -     (5,910 )

Impact of foreign currency translation

  1,085     206     1,190     184     2     2,667  
Balance as at March 31, 2016 $ (42,658 ) $ (4,693 ) $ (17,177 ) $ (5,407 ) $ (57 ) $ (69,992 )

Disposals

  72     227     161     544     -     1,004  

Depreciation and amortization

  (2,137 )   (400 )   (1,272 )   (392 )   -     (4,201 )

Impact of foreign currency translation

  3,173     299     1,316     389     4     5,181  
Ending balance as at December 31, 2016 $ (41,550 ) $ (4,567 ) $ (16,972 ) $ (4,866 ) $ (53 ) $ (68,008 )
 
Carrying amounts                                    
Balance as at March 31, 2016 $ 48,504   $ 1,749   $ 10,078   $ 1,696   $ 9,018   $ 71,045  
Ending balance as at December 31, 2016 $ 51,527   $ 1,326   $ 8,734   $ 1,283   $ 2,443   $ 65,313  

(1) when an asset is available for use, it is reclassified from construction in progress to one of the appropriate plant and equipment categories.

During the three and nine months ended December 31, 2016, certain plant and equipment were disposed for proceeds of $19 and $51, respectively (three and nine months ended December 31, 2015 - $202 and $232, respectively) and loss of $392 and $457, respectively (three and nine months ended December 31, 2015 – loss of $95 and $80, respectively).

10





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

6. MINERAL RIGHTS AND PROPERTIES

Mineral rights and properties consist of:

    Producing and development properties       Exploration and evaluation properties        
Cost   Ying Mining District     BYP     GC     XHP     RZY     Total  
Balance as at April 1, 2015 $ 218,702   $ 65,353   $ 112,844   $ 22,117   $ 183   $ 419,199  

Capitalized expenditures

  18,914     -     943     -     -     19,857  

Mine right fee

  1,985     -     -     -     -     1,985  

Environmental rehabiliation

  1,243     75     74     -     -     1,392  

Foreign currecy translation impact

  (8,717 )   (613 )   (4,383 )   (860 )   (4 )   (14,577 )
Balance as at March 31, 2016 $ 232,127   $ 64,815   $ 109,478   $ 21,257   $ 179   $ 427,856  

Capitalized expenditures

  15,207     -     686     -     -     15,893  

Mine right fee

  1,337     -     -     -     -     1,337  

Foreign currecy translation impact

  (17,579 )   (1,108 )   (7,954 )   (1,547 )   (6 )   (28,194 )
Ending balance as at December 31, 2016 $ 231,092   $ 63,707   $ 102,210   $ 19,710   $ 173   $ 416,892  
 
Impairment and accumulated depletion                                    
Balance as at April 1, 2015 $ (45,833 ) $ (57,701 ) $ (78,756 ) $ (22,117 ) $ -   $ (204,407 )

Depletion

  (11,633 )   -     (1,922 )   -     -     (13,555 )

Foreign currecy translation impact

  1,942     315     3,069     860     -     6,186  
Balance as at March 31, 2016 $ (55,524 ) $ (57,386 ) $ (77,609 ) $ (21,257 ) $ -   $ (211,776 )

Impairment Loss

  -     -     -     -     (181 )   (181 )

Depletion

  (12,563 )   -     (1,609 )   -     -     (14,172 )

Foreign currecy translation impact

  4,554     567     5,668     1,547     8     12,344  
Ending balance as at December 31, 2016 $ (63,533 ) $ (56,819 ) $ (73,550 ) $ (19,710 ) $ (173 ) $ (213,785 )
 
Carrying amounts                                    
Balance as at March 31, 2016 $ 176,603   $ 7,429   $ 31,869   $ -   $ 179   $ 216,080  
Ending balance as at December 31, 2016 $ 167,559   $ 6,888   $ 28,660   $ -   $ -   $ 203,107  

On June 16, 2016, the Company paid a mine right fee of $1,337 (RMB ¥8.7 million) to the Chinese government as part of its requirement to renew the mining permit for its TLP and LM mine (part of the Ying Mining District).

7. MINE RIGHT FEE PAYABLE

On October 25, 2016, the Company repaid its entire mine right fee payable along with accrued interest to the Chinese government.

    Total  
Balance, April 1, 2015 $ 14,038  
Interest accrued   488  
Principal paid   (4,095 )
Interest paid   (180 )
Foreign exchange impact   (485 )
Balance, March 31, 2016 $ 9,766  
Interest accrued   226  
Principal paid   (8,710 )
Interest paid   (805 )
Foreign exchange impact   (477 )
Balance, December 31, 2016 $ -  

During the three and nine months ended December 31, 2016, interest of $10 and $226, respectively (three and nine months ended December 31, 2015 - $157 and $380, respectively) was accrued and expensed through finance costs.

11





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

8. BANK LOAN

 

    Total  
Balance, April 1, 2015 $ -  
Addition   4,619  
Interest accrued   49  
Interest paid   (41 )
Foreign exchange impact   30  
Balance, March 31, 2016 $ 4,657  
Interest accrued   149  
Interest paid   (149 )
Foreign exchange impact   (340 )
Balance, December 31, 2016 $ 4,317  

For the three and nine months ended December 31, 2016, interest of $49 and $149, respectively (three and nine months ended December 31, 2015 - $nil) was accrued and expensed through finance costs.

Subsequent to December 31, 2016, the Company repaid the principal and interest of the bank loan in full.

9. SHARE CAPITAL

(a) Authorized

Unlimited number of common shares without par value. All shares issued as at December 31, 2016 were fully paid.

(b) Stock options

The Company has a stock option plan which allows for the maximum number of common shares to be reserved for issuance on the exercise of options granted under the stock option plan to be a rolling 10% of the issued and outstanding common shares from time to time. The maximum exercise period may not exceed 10 years from the date of the grant of the options to employees, officers, and consultants. The following is a summary of option transactions:

        Weighted average
        exercise price per
  Number of shares     share CAD$
Balance, April 1, 2015 4,741,356   $ 5.15
Options granted 5,652,125     0.91
Options forfeited (682,050 )   3.89
Options expired (537,406 )   9.31
Balance, March 31, 2016 9,174,025   $ 2.39
Options granted 143,000     4.34
Options exercised (460,964 )   1.37
Options forfeited (847,238 )   3.61
Options expired (481,000 )   10.29
Balance, December 31, 2016 7,527,823   $ 1.84

12





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

During the nine months ended December 31, 2016, a total of 143,000 options with a life of three years were granted to officers and employees at an exercise price of CAD$4.34 per share subject to a vesting schedule over a two-year term with 25% of the options vesting every six months from the date of grant.

Subsequent to December 31, 2016, a total of 1,000,000 options with a life of three years were granted to directors, officers and employees at an exercise price of CAD$3.63 per share subject to a vesting schedule over a two-year term with 25% of the options vesting every six months from the date of grant.

The fair value of stock options granted during the nine months ended December 31, 2016 and 2015 were calculated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

    Nine months ended December 31,  
    2016     2015  
Risk free interest rate   0.59 %   0.53 %
Expected life of option in years   2.25 years     2.86 years  
Expected volatility   70 %   57 %
Expected dividend yield   -     0.45 %
Estimated forfeiture rate   11 %   11 %
Weighted average share price at date of grant   $ 4.34     $ 0.91  

The weighted average grant date fair value of options granted during the nine months ended December 31, 2016 was CAD$1.74 (nine months ended December 31, 2015 - CAD$0.33). Volatility was determined based on the historical volatility of the Company’s shares over the estimated life of stock options. For the three and nine months ended December 31, 2016, a total of $214 and $654, respectively (three and nine months ended December 31, 2015 - $234 and $742, respectively) in share-based compensation expense was recognized and included in the general and administrative expenses on the consolidated statements of income.

The following table summarizes information about stock options outstanding at December 31, 2016:

       Weighted          
        average         Weighted
      Number of options remaining   Weighted Number of options   average
      outstanding at contractual life   average exercise exercisable at   exercise price
    Exercise price in CAD$ December 31, 2016 (Years)   price in CAD$ December 31, 2016   in CAD$
$   0.66 3,600,179 2.00 $ 0.66 1,734,417   0.66
$   1.43 1,553,431 3.42 $ 1.43 710,931   1.43
$   1.75 398,500 2.41 $ 1.75 242,125   1.75
$   1.76 257,527 2.78 $ 1.76 125,127   1.76
$   2.98 139,437 2.06 $ 2.98 94,595   2.98
$   3.25 182,187 1.42 $ 3.25 159,313   3.25
$   3.41 275,312 1.70 $ 3.41 223,563   3.41
$   3.91 177,250 1.18 $ 3.91 166,064   3.91
$   4.34 143,000 2.71 $ 4.34 -   -
$   5.35 180,000 0.60 $ 5.35 180,000   5.35
$   5.40 184,000 1.17 $ 5.40 184,000   5.40
$   6.53 141,000 0.71 $ 6.53 141,000   6.53
$   6.69 296,000 0.43 $ 6.69 296,000   6.69
  $ 0.66 - 6.69 7,527,823 2.15 $ 1.84 4,257,135 $ 2.32

13





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

Subsequent to December 31, 2016, a total of 76,436 options with exercise prices ranging from CAD$0.66 to CAD$3.41 were exercised.

(c) Cash dividends declared

During the three and nine months ended December 31, 2016, dividends of $1,585 and $1,585, respectively (for three and nine months ended December 31, 2015 - $nil and $685, respectively) were declared and paid.

10. ACCUMULATED OTHER COMPREHENSIVE INCOME

 

    December 31, 2016     March 31, 2016  
Change in fair value on equity investments designated as FVTOCI $ (38,063 ) $ (38,082 )
Share of other comprehensive loss in associate   (198 )   (186 )
Currency translation adjustment   (14,724 )   2,274  
Balance, end of the period $ (52,985 ) $ (35,994 )

The unrealized loss on equity investments designated as FVTOCI, share of other comprehensive loss in associate and currency translation adjustment are net of tax of $nil for all periods presented.

11. NON-CONTROLLING INTERESTS

The continuity of non-controlling interests is summarized as follows:

    Henan     Henan           Guangdong              
    Found     Huawei     Yunxiang     Found     SX Gold     Total  
Balance, April 1, 2015 $ 49,924   $ 5,307   $ 4,713   $ (3,066 ) $ (3,244 ) $ 53,634  
Share of net income (loss)   4,365     (66 )   (354 )   (48 )   (294 )   3,603  
Share of other comprehensive (loss) income   (1,411 )   (631 )   (162 )   32     390     (1,782 )
Distributions   (1,282 )   (379 )   -     -     -     (1,661 )
Disposition upon sale of a subsidiary   -     -     -     -     (773 )   (773 )
Balance, March 31, 2016 $ 51,596   $ 4,231   $ 4,197   $ (3,082 ) $ (3,921 ) $ 53,021  
Share of net income (loss)   8,570     559     (277 )   172     (27 )   8,997  
Share of other comprehensive (loss) income   (3,118 )   (372 )   (222 )   53     55     (3,604 )
Distributions   (1,460 )   -     -     -     -     (1,460 )
Balance, December 31, 2016 $ 55,588   $ 4,418   $ 3,698   $ (2,857 ) $ (3,893 ) $ 56,954  

As at December 31, 2016, non-controlling interests in Henan Found, Henan Huawei, Yunxiang, Guangdong Found and SX Gold were 22.5%, 20%, 30%, 5% and 22.5%, respectively.

14





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

12. RELATED PARTY TRANSACTIONS

Related party transactions not disclosed elsewhere in the consolidated financial statements are as follows:

Due from related parties   December 31, 2016   March 31, 2016  
NUX (a) $ 38 $ 13
Henan Non-ferrous Geology Bureau (b)   50   90  
  $ 88 $ 103  
 
Due to related parties   December 31, 2016   March 31, 2016  
Parkside Management Ltd. (c) $ - $ 179  

 

(a) According to a services and administrative costs reallocation agreement between the Company and NUX, the Company recovers costs for services rendered to NUX and expenses incurred on behalf of NUX. During the three and nine months ended December 31, 2016, the Company recovered $46 and $139, respectively (three and nine months ended December 31, 2015 - $40 and $177, respectively) from NUX for services rendered and expenses incurred on behalf of NUX. The costs recovered from NUX were recorded as a direct reduction of general and administrative expenses on the consolidated statements of income.
 
(b) Henan Non-ferrous Geology Bureau (“Henan Geology Bureau”) is the 22.5% equity interest holder of Henan Found. During the nine months ended December 31, 2016, Henan Found declared and paid dividends of $1,460 (nine months ended December 31, 2015 - $1,282) to Henan Geology Bureau.
 
(c) Parkside Management Limited is a private consulting services company controlled by a director of the Company. For the three and nine months ended December 31, 2016 and 2015, the Company paid consulting fees of $250 and $250, respectively to Parkside Management Ltd (for three and nine months ended December 31, 2015 - $nil).
 
(d) The Company rents a Beijing office from a relative of a director and officer of the Company for $21 (RMB ¥130,746) per month. For the three and nine months ended December 31, 2016, total rents were $63 and $189, respectively (three and nine months ended December 31, 2015 - $63 and $189, respectively).
 
(e) Henan Xinhui Mining Co., Ltd. (“Henan Xinhui”) is a 20% equity interest holder of Henan Huawei. During the three and nine months ended December 31, 2016, Henan Huawei did not declare and pay any dividends to Henan Xinhui (for three and nine months ended December 31, 2015 - $651 and $651, respectively).

Transactions with related parties are made on terms agreed upon by the two parties. The balances with related parties are unsecured, non-interest bearing, and due on demand.

15





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

13. COST OF SALES

Cost of sales consists of:

    Three months ended December 31,   Nine months ended December 31,  
    2016   2015   2016   2015  
Cash cost $ 14,922 $ 13,578 $ 43,275 $ 44,204
Depreciation, amortization and depletion   5,178   5,965   15,861   14,488  
Cost of sales $ 20,100 $ 19,543 $ 59,136 $ 58,692  

 

14. GENERAL AND ADMINISTRATIVE

General and administrative expenses consist of:

    Three months ended December 31,     Nine months ended December 31,  
General and administrative   2016   2015     2016   2015  
Office and administrative expenses $ 1,379 $ 668   $ 4,074 $ 4,570
Amortization and depreciation   285   390     951   1,244
Salaries and benefits   1,833   2,129     5,305   5,744
Share-based compensation   214   234     654   742
Professional fees   239   (281 )   1,478   1,091  
  $ 3,950 $ 3,140   $ 12,462 $ 13,391  

 

15. GOVERNMENT FEES AND OTHER TAXES

Government fees and other taxes consist of:

    Three months ended December 31,   Nine months ended December 31,  
    2016   2015   2016   2015  
Government fees $ 141 $ 865 $ 1,317 $ 2,617
Other taxes   2,269   692   4,549   2,136  
  $ 2,410 $ 1,557 $ 5,866 $ 4,753  

Government fees include mineral resource compensation fees and environmental protection fees paid to the state and local Chinese government. Other taxes were composed of mineral resource tax, surtax on value-added tax, land usage levy, stamp duty and other miscellaneous levies, duties and taxes imposed by the state and local Chinese government.

16





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

16. FINANCE ITEMS

Finance items consist of:

    Three months ended December 31,   Nine months ended December 31,  
Finance income   2016   2015   2016   2015  
Interest income $ 647 $ 517 $ 1,615 $ 1,058  
 
    Three months ended December 31,   Nine months ended December 31,  
Finance costs   2016   2015   2016   2015  
Interest on mine right fee $ 10 $ 157 $ 226 $ 380
Interest on bank loan   49   -   149   -
Unwinding of discount of environmental                
rehabilitation provision   102   123   310   371  
  $ 161 $ 280 $ 685 $ 751  

 

17. INCOME TAX

 

The significant components of income tax expense are as follows:

 

    Three months ended December 31,   Nine months ended December 31,  
Income tax expense   2016   2015   2016   2015  
Current $ 4,737 $ 482 $ 10,343 $ 818
Deferred   616   971   3,748   2,419  
  $ 5,353 $ 1,453 $ 14,091 $ 3,237  

 

18. FINANCIAL INSTRUMENTS

The Company manages its exposure to financial risks, including liquidity risk, foreign exchange risk, interest rate risk, credit risk and equity price risk in accordance with its risk management framework. The Company’s 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

The Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of the inputs used in making the measurements as defined in IFRS 7, Financial Instruments: Disclosures (“IFRS 7”).

Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs which are supported by little or no market activity.

17





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

The following tables set forth the Company’s financial assets and liabilities that are measured at fair value level on a recurring basis within the fair value hierarchy at December 31, 2016 and March 31, 2016 that are not otherwise disclosed. As required by IFRS 7, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

    Fair value as at December 31,2016  
Recurring measurements   Level 1   Level 2   Level 3   Total  
Financial assets            
Cash and cash equivalents $ 66,974 $ - $ - $ 66,974
Investments in publicly traded companies   1,026   - - 1,026
Luoyang Yongning Smelting Co. Ltd.(1)   -   - - -
Jinduicheng Xise (Canada) Co. Ltd.(1)   -   -   -   -  
(1) Level 3 financial instruments            

 

    Fair value as at March 31, 2016  
Recurring measurements   Level 1   Level 2   Level 3   Total  
Financial assets            
Cash and cash equivalents $ 41,963 $ - $ - $ 41,963
Investments in publicly traded companies   287   - - 287
Luoyang Yongning Smelting Co. Ltd.(1)   -   - - -
Jinduicheng Xise (Canada) Co. Ltd.(1)   -   -   -   -  
(1) Level 3 financial instruments            

Fair value of the other financial instruments excluded from the table above approximates their carrying amount as of December 31, 2016 and March 31, 2016, respectively.

(b)Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its short term business requirements. 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 expansion plans.

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following summarizes the remaining contractual maturities of the Company’s financial liabilities.

    December 31,2016   March 31, 2016  
    Within a year   2-3 years   4-5 years   Total   Total  
Mine right fee payable $ - $ - $ - $ - $ 9,766
Bank loan   4,317   -   -   4,317   4,657
Accounts payable and accrued liabilities   32,741   -   -   32,741   27,457  
  $ 37,058 $ - $ - $ 37,058 $ 41,880  

18





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

(c) Foreign exchange risk

The Company reports its financial statements in US dollars. The functional currency of the head office, Canadian subsidiaries and all intermediate holding companies is CAD and the functional currency of all Chinese subsidiaries is RMB. The Company is exposed to foreign exchange risk when the Company undertakes transactions and holds assets and liabilities in currencies other than its functional currencies.

The Company currently does not engage in foreign exchange currency hedging. The Company's exposure to currency risk affect net income arise from non-functional currency financial assets is summarized as follow:

    December 31, 2016   March 31, 2016  
Financial assets denominated in U.S. Dollars $ 23,554 $ 24,968
Financial assets denominated in Chinese RMB $ 6,979 $ 35,521  

As at December 31, 2016, with other variables unchanged, a 10% strengthening (weakening) of the RMB against the CAD would have increased (decreased) net income by approximately $0.7 million.

As at December 31, 2016, with other variables unchanged, a 10% strengthening (weakening) of the CAD against the USD would have decreased (increased) net income by approximately $2.4 million.

(d)Interest rate risk

The Company is exposed to interest rate risk on its cash equivalents, short term investments, bank loan and outstanding mine right fee payable. As at December 31, 2016, all of its interest-bearing cash equivalents and short term investments earn interest at market rates that are fixed to maturity or at variable interest rate with terms of less than one year. The Company monitors its exposure to changes in interest rates on cash equivalents and short term investments. Due to the short term nature of the financial instruments, fluctuations in interest rates would not have a significant impact on the Company’s after-tax net income.

(e) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is exposed to credit risk primarily associated to accounts receivable, due from related parties, cash and cash equivalents and short term investments. The carrying amount of assets included on the balance sheet represents the maximum credit exposure.

The Company undertakes credit evaluations on counterparties as necessary and has monitoring processes intended to mitigate credit risks. The Company has trade receivables from time to time from its major customers primarily in China engaged in the mining and milling of base and polymetallic metals. The historical level of customer default is zero and aging of trade receivables are no more than 180 days, and, as a result, the credit risk associated with trade receivables from customers as at December 31, 2016 is considered to be immaterial. There were no amounts in receivables which were past due at December 31, 2016 (at March 31, 2016 - $nil) for which no provision is recognized.

19





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

(f) Equity price risk

The Company holds certain marketable securities that will fluctuate in value as a result of trading on financial markets. As the Company’s marketable securities holding are mainly in mining companies, the value will also fluctuate based on commodity prices. Based upon the Company’s portfolio at December 31, 2016, a 10% increase (decrease) in the market price of the securities held, ignoring any foreign currency effects would have resulted in an increase (decrease) to comprehensive income of approximately $1 million.

19. SEGMENTED INFORMATION

The Company's reportable operating segments are components of the Company where separate financial information is available that is evaluated regularly by the Company’s Chief Executive Officer who is the Chief Operating Decision Maker (“CODM”). The operational segments are determined based on the Company’s management and internal reporting structure. Operating segments are summarized as follows:

Operational Segments Subsidiaries Included in the Segment Properties Included in the Segment
Mining    

Henan Luoning

Henan Found and Henan Huawei Ying Mining District

Hunan

Yunxiang BYP

Guangdong

Guangdong Found GC

Other

SX Gold and 0875786 B.C. Ltd. XHP
Administrative    

Vancouver

Silvercorp Metals Inc. and BVI's holding companies RZY

Beijing

Silvercorp Metals (China) Inc.  

 

20





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

(a) Segmented information for assets and liabilities are as follows:

December 31, 2016
    Mining     Administrative      
    Henan                       Total
Balance sheet items:   Luoning   Hunan Guangdong   Other     Beijing   Vancouver        
 
Current assets $ 67,261 $ 1,951 $ 6,318 $ 517 $ 4,003 $ 32,616 $ 112,666
Plant and equipment   43,494   4,872   15,781   -   1,093   73   65,313
Mineral rights and properties   167,559   6,888   28,660   -   -   -   203,107
Investment in an associate   -   -   -   -   -   3,171   3,171
Other investments   -   -   -   -   -   1,026   1,026
Reclamation deposits   4,056   -   144   -   -   7   4,207
Long-term prepaids and deposits   213   95   299   91     -   -     698  
Total assets $ 282,583 $ 13,806 $ 51,202 $ 608   $ 5,096 $ 36,893   $ 390,188  
 
Current liabilities $ 35,040 $ 1,424 $ 7,357 $ 2,943 $ 216 $ 1,273 $ 48,253
Deferred income tax liabilities   24,308   820   -   -   -   -   25,128
Environmental rehabilitation   11,431   1,002   855   293     -   -     13,581  
Total liabilities $ 70,779 $ 3,246 $ 8,212 $ 3,236   $ 216 $ 1,273   $ 86,962  
 
March 31, 2016
    Mining     Administrative      
    Henan                       Total
Balance sheet items:   Luoning   Hunan Guangdong   Other     Beijing   Vancouver        
 
Current assets $ 34,277 $ 2,399 $ 5,310 $ 565 $ 287 $ 34,479 $ 77,317
Plant and equipment   46,387   5,477   17,800   -   1,254   127   71,045
Mineral rights and properties   176,603   7,429   31,869   -   -   179   216,080
Investment in an associate   -   -   -   -   -   3,133   3,133
Other investments   -   -   -   -   -   287   287
Reclamation deposits   2,138   -   155   -   -   8   2,301
Long-term prepaids and deposits   729   102   848   177     -   -     1,856  
Total assets $ 260,134 $ 15,407 $ 55,982 $ 742   $ 1,541 $ 38,213   $ 372,019  
Current liabilities $ 26,506 $ 1,690 $ 8,511 $ 3,619 $ 134 $ 1,652 $ 42,112
Mine right fee payable   5,796   -   -   -   -   -   5,796
Deferred income tax liabilities   22,286   938   -   -   -   -   23,224
Environmental rehabilitation   12,060   1,057   902   309     -   -     14,328  
Total liabilities $ 66,648 $ 3,685 $ 9,413 $ 3,928   $ 134 $ 1,652   $ 85,460  

21





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December
31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

(b)Segmented information for operating results are as follows:

Three months ended December 31, 2016
    Mining     Administrative        
    Henan                                   Total  
Statement of operations:    Luoning     Hunan(1)     Guangdong      Other     Beijing     Vancouver         
Sales $ 40,040   $ -   $ 7,798   $ -   $ -   $ -   $ 47,838  
Cost of sales   (15,560 )   -     (4,540 )   -     -     -     (20,100 )
Gross profit   24,480     -     3,258     -     -     -     27,738  
 
Operating expenses   (3,157 )   (497 )   (1,130 )   (55 )   (315 )   (1,079 )   (6,233 )
Finance items   30     (34 )   27     (3 )   59     407     486  
Income tax expenses   (5,338 )   (20 )   -     -     -     5     (5,353 )
Net income (loss) $ 16,015   $ (551 ) $ 2,155   $ (58 ) $ (256 ) $ (667 ) $ 16,638  
 
Attributed to:                                          
Equity holders of the Company   12,413     (386 )   2,056     (45 )   (256 )   (667 )   13,115  
Non-controlling interests   3,602     (165 )   99     (13 )   -     -     3,523  
Net income (loss) $ 16,015   $ (551 ) $ 2,155   $ (58 ) $ (256 ) $ (667 ) $ 16,638  
(1) Hunan's BYP project was placed on care and maintenance starting August 2014;                          
 
Three months ended December 31, 2015
    Mining     Administrative        
    Henan                                   Total  
Statement of operations:    Luoning     Hunan     Guangdong      Other     Beijing     Vancouver         
Sales $ 23,459   $ -   $ 5,622   $ -   $ -   $ -   $ 29,081  
Cost of sales   (14,072 )   -     (5,471 )   -     -     -     (19,543 )
Gross profit   9,387     -     151     -     -     -     9,538  
 
Operating (expenses) income   (4,678 )   (160 )   (795 )   (596 )   (441 )   2,264     (4,406 )
Finance items   (120 )   (9 )   (3 )   (3 )   78     294     237  
Income tax expenses   (808 )   (33 )   -     -     -     (612 )   (1,453 )
Net income (loss) $ 3,781   $ (202 ) $ (647 ) $ (599 ) $ (363 ) $ 1,946   $ 3,916  
 
Attributed to:                                          
Equity holders of the Company   2,962     (141 )   (605 )   (473 )   (363 )   1,946     3,326  
Non-controlling interests   819     (61 )   (42 )   (126 )   -     -     590  
Net income (loss) $ 3,781   $ (202 ) $ (647 ) $ (599 ) $ (363 ) $ 1,946   $ 3,916  

22





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

Nine months ended December 31, 2016
    Mining     Administrative        
    Henan                                   Total  
Statement of operations:    Luoning     Hunan(1)     Guangdong     Other     Beijing     Vancouver        
Sales $ 110,666   $ -   $ 18,741   $ -   $ -    $ -   $ 129,407  
Cost of sales   (46,851 )   -     (12,285 )   -     -     -     (59,136 )
Gross profit   63,815     -     6,456     -     -     -     70,271  
 
Operating expenses   (9,090 )   (926 )   (2,475 )   (113 )   (1,044 )   (4,117 )   (17,765 )
Impairment loss   -     -     -     -     -     (181 )   (181 )
Finance items   (55 )   (49 )   29     (7 )   200     812     930  
Income tax (expenses) recovery   (13,617 )   52     -     -     (1 )   (525 )   (14,091 )
Net income (loss) $ 41,053   $ (923 ) $ 4,010   $ (120 ) $ (845 ) $ (4,011 ) $ 39,164  
 
Attributable to:                                          
Equity holders of the Company   31,924     (646 )   3,838     (93 )   (845 )   (4,011 )   30,167  
Non-controlling interests   9,129     (277 )   172     (27 )   -     -     8,997  
Net income (loss) $ 41,053   $ (923 ) $ 4,010   $ (120 ) $ (845 ) $ (4,011 ) $ 39,164  
(1) Hunan's BYP project was placed on care and maintenance in August 2014;                            
 
Nine months ended December 31, 2015
    Mining     Administrative        
    Henan                                   Total  
Statement of operations:    Luoning     Hunan     Guangdong     Other     Beijing     Vancouver        
Sales $ 72,678   $ -   $ 15,836   $ -   $ -   $ -   $ 88,514  
Cost of sales   (44,289 )   -     (14,403 )   -     -     -     (58,692 )
Gross profit   28,389     -     1,433     -     -     -     29,822  
 
Operating expenses   (10,474 )   (674 )   (2,272 )   (803 )   (1,436 )   (567 )   (16,226 )
Finance items   (294 )   (28 )   20     (4 )   272     341     307  
Income tax expenses   (2,471 )   (142 )   -     -     (2 )   (622 )   (3,237 )
Net income (loss) $ 15,150   $ (844 ) $ (819 ) $ (807 ) $ (1,166 ) $ (848 ) $ 10,666  
 
Attributable to:                                          
Equity holders of the Company   11,679     (591 )   (689 )   (529 )   (1,166 )   (848 )   7,856  
Non-controlling interests   3,471     (253 )   (130 )   (278 )   -     -     2,810  
Net income (loss) $ 15,150   $ (844 ) $ (819 ) $ (807 ) $ (1,166 ) $ (848 ) $ 10,666  

23





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

(c) Sales by metal

The sales generated for the three and nine months ended December 31, 2016 and 2015 was all earned in China and is comprised of:

    Three months ended December 31, 2016  
    Henan Luoning   Guangdong   Total  
Silver (Ag) $ 21,664 $ 1,746 $ 23,410
Gold (Au)   723   -   723
Lead (Pb)   16,658   2,085   18,743
Zinc (Zn)   995   3,775   4,770
Other   -   192   192  
  $ 40,040 $ 7,798 $ 47,838  
 
    Three months ended December 31, 2015  
    Henan Luoning   Guangdong   Total  
Silver (Ag) $ 14,770 $ 2,014 $ 16,784
Gold (Au)   379   20   399
Lead (Pb)   7,738   1,818   9,556
Zinc (Zn)   572   1,602   2,174
Other   -   168   168  
  $ 23,459 $ 5,622 $ 29,081  
 
    Nine months ended December 31, 2016  
    Henan Luoning   Guangdong   Total  
Silver (Ag) $ 65,953 $ 5,268 $ 71,221
Gold (Au)   2,682   -   2,682
Lead (Pb)   38,723   4,656   43,379
Zinc (Zn)   3,308   8,514   11,822
Other   -   303   303  
  $ 110,666 $ 18,741 $ 129,407  
 
    Nine months ended December 31, 2015  
    Henan Luoning   Guangdong   Total  
Silver (Ag) $ 44,293 $ 5,121 $ 49,414
Gold (Au)   1,609   43   1,652
Lead (Pb)   24,429   4,630   29,059
Zinc (Zn)   2,347   5,498   7,845
Other   -   544   544  
  $ 72,678 $ 15,836 $ 88,514  

(d) Major customers

For the nine months ended December 31, 2016, three major customers (nine months ended December 31, 2015 - three) accounted for 16% to 32%, (nine months ended December 31, 2015 - 10% to 53%) and collectively 78% (nine months ended December 31, 2015 - 77%) of the total sales of the Company.

24





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

20. COMMITMENTS AND CONTINGENCIES

Commitments, not disclosed elsewhere in these financial statements, are as follows:

    Total   Less than 1 year   1-5 years   After 5 years   
Operating leases $ 3,972 $ 379 $ 3,079 $ 514
Commitments $ 6,418 $ - $ - $ 6,418   

As of December 31, 2016, the Company has two office rental agreements totaling $3,972 for the next seven years and commitments of $6,418 related to the GC property. During the three and nine months ended December 31, 2016, the Company incurred rental expenses of $93 and $393, respectively (three and nine months ended December 31, 2015 - $144 and $479, respectively), which were included in office and administrative expenses on the consolidated statement of income.

Although the Company has taken steps to verify title to properties in which it has an interest, these procedures do not guarantee the Company's title. Property title may be subject to, among other things, unregistered prior agreements or transfers and may be affected by undetected defects.

Due to the size, complexity and nature of the Company’s operations, the Company is subject to various claims, legal and tax matters arise in the ordinary course of business. Each of these matters is subject to various uncertainties and it is possible that some of these matters may be resolved unfavorably to the Company. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated.

In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. Major legal proceedings against the Company are summarized as follows:

  • An action commenced pursuant to the Class Proceedings Act (Ontario) against the Company and certain of its senior officers and expert advisors was initiated in the Ontario Superior Court of Justice on May 21, 2013 relating to claims for misrepresentation, at common law and pursuant to secondary market civil liability provisions under the Securities Act (Ontario) (the “Mask Action”). The lead plaintiff is John Mask and the amount claimed as special damages or general damages, not including claims for costs and interest, is $80 million or such other sum the court finds appropriate in the event this action is certified and judgment pronounced at trial. Two other class action lawsuits have been filed against the Company and certain of its senior officers and expert advisors in the Ontario Superior Court of Justice pursuant to the Class Proceedings Act (Ontario) on September 11, 2013 and in the British Columbia Supreme Court pursuant to the Class Proceedings Act (British Columbia) on September 9, 2013. The Company understands that, as between the three actions, only the Mask Action is proceeding at this time. On October 22, 2015 the Ontario Superior Court of Justice denied Mr. Mask leave to proceed with a class action and awarded costs in favour of Silvercorp. An appeal with the Court of Appeal for Ontario was denied on August 24, 2016 with further costs awarded in favour of Silvercorp. On October 23, 2016 Mr. Mask filed an application for leave to appeal to the Supreme Court of Canada. Subsequent to year end Mask discontinued the leave to appeal motion.

25





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at December 31, 2016 and for three and nine months ended December 31, 2016 and 2015
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)
  • On August 19, 2014, an action was commenced against the Company in the Supreme Court of British Columbia seeking an unspecified amount of damages for a claim of false imprisonment and defamation (the “Huang Action”). The case is currently scheduled for a 60 day jury trial, commencing February 2018. The Company believes that there is no merit to the allegations and intends to pursue a vigorous defence.

  • During the year ended March 31, 2016, an action was initiated by Luoyang Mining Group Co., Ltd. (“Luoyang Mining”) against Henan Found seeking payment of $1.6 million (RMB10.0 million) plus interest related to the acquisition agreements Henan Found entered into in August 2012 to acquire the XHP Mine. The $1.6 million has been included into the accounts payable and accrued liabilities on the consolidated statements of financial position of the Company. Henan Found did not make the final payment as certain commercial conditions were not fulfilled by Luoyang Mining. In April 2016, Henan Found filed a counter claim in Luoyang People’s Court against Luoyang Mining to have the original acquisition agreements nullified and is seeking repayment of the amount paid to date of $9.7 million (RMB62.8 million) plus compensation of direct loss of $2.5 million (RMB16.5 million) arising from XHP mine. The carrying value of XHP mine was impaired to $nil in fiscal year 2015.

  • During the year ended March 31, 2016, SX Gold, a 100% owned subsidiary of Henan Found, commenced a legal action against Luoyang HA Mining Co. Ltd. (“HA Mining”) to seek payment of $4.0 million (RMB26.0 million) plus interest related to a share transfer agreement that SX Gold entered into with HA Mining in September 2013. Pursuant to the agreement, SX Gold was to transfer all shares it held in Songxian Zhongxin Mining Co. Ltd. to HA Mining for $11.8 million (RMB76.0 million).
    SX Gold fulfilled its responsibilities and the title of the shares was transferred to HA Mining, who paid $7.8 million (RMB50.0 million). The remaining $4.0 million (RMB26.0 million) was unpaid. In April 2016, HA Mining filed a counter claim for $2.2 million (RMB14.0 million). On June 17, 2016, the court issued an order in favor of SX Gold. The court order demands HA Mining to pay $3.4 million (RMB22.75 million) to SX Gold. On July 1, 2016, HA Mining filed an appeal to the court order. This case is currently under appeal. The outstanding receivable amount of $4.0 million (RMB26.0 million) was written off in prior years.

21. SUPPLEMENTARY CASH FLOW INFORMATION

 

    December 31, 2016   March 31, 2016  
Cash on hand and at bank $ 31,990 $ 28,839  
Bank term deposits and GICs   34,984   13,124  
Total cash and cash equivalents $ 66,974 $ 41,963  

 

Changes in non-cash operating working capital:   Three Months Ended December 31,     Nine Months Ended December 31,  
    2016     2015     2016     2015  

Trade and other receivables

$ 77   $ (55 ) $ 866 $ (661 )

Inventories

  (618 )   (492 )   (1,097 ) (2,940 )

Prepaids and deposits

  414     685     184   (16 )

Accounts payable and accrued liabilities

  3,956     (2,701 )   8,744   3,007  

Deposits received

  (1,824 )   (187 )   127   (2,538 )

Due to related parties

  (50 )   (169 )   (168 )   (291 )
  $ 1,955   $ (2,919 ) $ 8,656   $ (3,439 )

26