EX-99.3 4 exhibit99-3.htm INTERIM FINANCIAL STATEMENTS FOR SEPTEMBER 30, 2017 Exhibit 99.3

Exhibit 99.3


SILVERCORP METALS INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the three and six months ended September 30, 2017 and 2016
(Expressed in thousands of US dollars, unless otherwise stated)
(Unaudited)





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

 

      As at September 30,     As at March 31,  
  Notes   2017     2017  
ASSETS              
Current Assets              

Cash and cash equivalents

18 $ 41,369   $ 73,003  

Short-term investments

    57,255     23,466  

Trade and other receivables

    1,314     1,311  

Inventories

    9,922     8,710  

Due from a related party

10   59     92  

Prepaids and deposits

    4,610     4,250  
      114,529     110,832  
 
Non-current Assets              

Long-term prepaids and deposits

    907     959  

Reclamation deposits

    5,242     5,054  

Investment in an associate

3   29,524     8,517  

Other investments

4   6,489     1,207  

Plant and equipment

5   66,313     65,201  

Mineral rights and properties

6   216,826     206,200  
TOTAL ASSETS   $ 439,830   $ 397,970  
 
LIABILITIES AND EQUITY              
Current Liabilities              

Accounts payable and accrued liabilities

  $ 24,705   $ 30,374  

Deposits received

    8,891     6,798  

Income tax payable

    3,289     2,985  
      36,885     40,157  
 
Non-current Liabilities              

Deferred income tax liabilities

    30,241     27,692  

Environmental rehabilitation

    12,827     12,186  
Total Liabilities     79,953     80,035  
 
Equity              

Share capital

    232,386     232,155  

Share option reserve

7   13,948     13,325  

Reserves

    25,409     25,409  

Accumulated other comprehensive loss

8   (37,635 )   (50,419 )

Retained earnings

    63,054     42,651  
Total equity attributable to the equity holders of the Company     297,162     263,121  
 
Non-controlling interests 9   62,715     54,814  
Total Equity     359,877     317,935  
 
TOTAL LIABILITIES AND EQUITY   $ 439,830   $ 397,970  
Commitments and contingencies 17            

 

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 September 30,     Six Months Ended September 30,  
  Notes   2017     2016     2017     2016  
Sales 16(c) $ 47,541   $ 46,298   $ 87,238   $ 81,569  
Cost of sales                          

Production costs

    16,177     13,789     30,286     27,942  

Mineral resource taxes

    1,317     1,030     2,428     1,441  

Depreciation and amortization

    4,441     5,720     8,913     10,683  
      21,935     20,539     41,627     40,066  
Gross profit     25,606     25,759     45,611     41,503  
 
General and administrative 11   4,473     4,127     9,043     8,512  
Government fees and other taxes 12   690     731     1,531     2,426  
Foreign exchange loss (gain)     1,111     (215 )   2,726     (92 )
Loss (gain) on disposal of plant and equipment 5   6     (199 )   176     65  
Gain on disposal of NSR 4   -     -     (4,320 )   -  
Share of loss (income) in associate 3   125     (269 )   369     (286 )
Impairment of plant and equipment and mineral rights and properties     -     -     -     181  
Other income     (126 )   (83 )   (307 )   (123 )
Income from operations     19,327     21,667     36,393     30,820  
 
Finance income 13   650     537     1,224     968  
Finance costs 13   (112 )   (260 )   (217 )   (524 )
Income before income taxes     19,865     21,944     37,400     31,264  
 
Income tax expense 14   5,263     5,938     9,284     8,738  
Net income   $ 14,602   $ 16,006   $ 28,116   $ 22,526  
 
Attributable to:                          

Equity holders of the Company

  $ 11,145   $ 12,378   $ 22,082   $ 17,052  

Non-controlling interests

9   3,457     3,628     6,034     5,474  
    $ 14,602   $ 16,006   $ 28,116   $ 22,526  
 
Earnings per share attributable to the equity holders of the Company                          
Basic earnings per share   $ 0.07   $ 0.07   $ 0.13   $ 0.10  
Diluted earnings per share   $ 0.07   $ 0.07   $ 0.13   $ 0.10  
Weighted Average Number of Shares Outstanding - Basic     168,040,068     167,012,454     167,965,537     166,976,159  
Weighted Average Number of Shares Outstanding - Diluted     170,017,715     171,540,139     169,990,150     171,043,667  

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 September 30,     Six Months Ended September 30,  
  Notes   2017     2016     2017     2016  
Net income   $ 14,602   $ 16,006   $ 28,116   $ 22,526  
Other comprehensive income (loss), net of taxes:                          
Items that may subsequently be reclassified to net income or loss:                          

Currency translation adjustment, net of tax of $nil

    7,924     (1,230 )   14,143     (8,872 )

Share of other comprehensive loss in associate

3   (8 )   (49 )   (13 )   (73 )
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   715     (40 )   521     141  
Other comprehensive income (loss), net of taxes   $ 8,631   $ (1,319 ) $ 14,651   $ (8,804 )
Attributable to:                          

Equity holders of the Company

  $ 7,587   $ (1,099 ) $ 12,784   $ (7,222 )

Non-controlling interests

9   1,044     (220 )   1,867     (1,582 )
    $ 8,631   $ (1,319 ) $ 14,651   $ (8,804 )
Total comprehensive income, net of taxes   $ 23,233   $ 14,687   $ 42,767   $ 13,722  
 
Attributable to:                          

Equity holders of the Company

  $ 18,732   $ 11,279   $ 34,866   $ 9,830  

Non-controlling interests

    4,501     3,408     7,901     3,892  
    $ 23,233   $ 14,687   $ 42,767   $ 13,722  

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 September 30,     Six Months Ended September 30,  
  Notes   2017     2016     2017     2016  
Cash provided by                          
Operating activities                          

Net income

  $ 14,602   $ 16,006   $ 28,116   $ 22,526  

Add (deduct) items not affecting cash:

                         

Finance costs

13   112     260     217     524  

Depreciation, amortization and depletion

    4,741     6,029     9,493     11,349  

Share of loss (income) in associate

3   125     (269 )   369     (286 )

Gain on disposal of NSR

4   -     -     (4,320 )   -  

Impairment of plant and equipment and mineral rights and properties

    -     -     -     181  

Income tax expense

14   5,263     5,938     9,284     8,738  

Finance income

13   (650 )   (537 )   (1,224 )   (968 )

Loss (gain) on disposal of plant and equipment

5   6     (199 )   176     65  

Share-based compensation

7   283     197     686     440  

Income taxes paid

    (3,445 )   (3,006 )   (7,582 )   (2,915 )

Interest received

    650     537     1,224     968  

Interest paid

    -     (50 )   -     (101 )

Changes in non-cash operating working capital

18   (977 )   2,134     1,167     6,701  
Net cash provided by operating activities     20,710     27,040     37,606     47,222  
 
Investing activities                          

Mineral rights and properties

                         

Capital expenditures

    (5,022 )   (5,688 )   (10,933 )   (10,708 )

Plant and equipment

                         

Additions

    (1,520 )   (739 )   (2,731 )   (3,123 )

Proceeds on disposals

5   19     15     19     32  

Other investments

                         

Proceeds on disposals

6   -     33     -     33  

Reclamation

    (15 )   -     (19 )   (385 )

Investment in associate

    (20,025 )   -     (20,025 )   -  

Net purchases of short-term investments

    (28,063 )   (1,995 )   (31,767 )   (5,976 )
Net cash used in investing activities     (54,626 )   (8,374 )   (65,456 )   (20,127 )
 
Financing activities                          

Non-controlling interests

                         

Distribution

9   -     (1,460 )   (4,891 )   (1,460 )

Cash dividends distributed

7(c)   -     -     (1,679 )   -  

Proceeds from issuance of common shares

    165     82     168     297  
Net cash provided by (used in) financing activities     165     (1,378 )   (6,402 )   (1,163 )
Effect of exchange rate changes on cash and cash equivalents     820     (406 )   2,618     (1,411 )
 
(Decrease) increase in cash and cash equivalents     (32,931 )   16,882     (31,634 )   24,521  
Cash and cash equivalents, beginning of the period     74,300     49,602     73,003     41,963  
Cash and cash equivalents, end of the period   $ 41,369   $ 66,484   $ 41,369   $ 66,484  
Supplementary cash flow information 18                        

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, 2016   166,846,356 $ 230,933 $ 12,628   $ 25,409 $ (35,994 ) $ 562   $ 233,538   $ 53,021   $ 286,559  
Options exercised   219,221   397   (100 )   -   -     -     297     -     297  
Share-based compensation   -   -   440     -   -     -     440     -     440  
Distribution to non-controlling interests   -   -   -     -   -     -     -     (1,460 )   (1,460 )
Comprehensive (loss) income   -   -   -     -   (7,222 )   17,052     9,830     3,892     13,722  
Balance, September 30, 2016   167,065,577 $ 231,330 $ 12,968   $ 25,409 $ (43,216 ) $ 17,614   $ 244,105   $ 55,453   $ 299,558  
Options exercised   824,059   825   (218 )   -   -     -     607     -     607  
Share-based compensation   -   -   575     -   -     -     575     -     575  
Dividends declared   -   -   -     -   -     (1,585 )   (1,585 )   -     (1,585 )
Distribution to non-controlling interests   -   -   -     -   -     -     -     (5,630 )   (5,630 )
Comprehensive (loss) income   -   -   -     -   (7,203 )   26,622     19,419     4,991     24,410  
Balance, March 31, 2017   167,889,636 $ 232,155 $ 13,325   $ 25,409 $ (50,419 ) $ 42,651   $ 263,121   $ 54,814   $ 317,935  
Options exercised   304,618   231   (63 )   -   -     -     168     -     168  
Share-based compensation 7(b) -   -   686     -   -     -     686     -     686  
Dividends declared 7(c) -   -   -     -   -     (1,679 )   (1,679 )   -     (1,679 )
Comprehensive income   -   -   -     -   12,784     22,082     34,866     7,901     42,767  
Balance, September 30, 2017   168,194,254 $ 232,386 $ 13,948   $ 25,409 $ (37,635 ) $ 63,054   $ 297,162   $ 62,715   $ 359,877  

See accompanying notes to the condensed consolidated interim financial statements

5





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(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 and commencing May 15, 2017, on NYSE American 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 six months ended September 30, 2017, are not necessarily indicative of the results that may be expected for the year ending March 31, 2018.

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, 2017. 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, 2017 except for narrow scope amendments to IAS 7 – Statement of Cashflows and IAS 12 – Income Taxes which were effective in the current year. These amendments had no material impact on the Company’s financial statements.

These condensed consolidated interim financial statements were authorized for issue in accordance with a resolution of the Board of Directors dated on November 7, 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

6





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

subsidiary. Adjustments to recognize the non-controlling interests’ share of changes to the subsidiary’s equity are made even if this results in the non-controlling interests having a deficit balance. Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non-controlling interests is adjusted to reflect the change in the non-controlling interests’ relative interests in the subsidiary and the difference between the adjustment to the carrying amount of non-controlling interest and the Company’s share of proceeds received and/or consideration paid is recognized directly in equity and attributed to equity holders of the Company.

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

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

      Proportion of ownership interest held  
    Place of September 30, March 31, Mineral
Name of subsidiaries Principal activity incorporation 2017 2017 properties
Silvercorp Metals China Inc. Holding company Canada 100% 100%  
Silvercorp Metals (China) Inc. Holding company China 100% 100%  
0875786 B.C. LTD. Holding company 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 BVI 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 (ii)
Henan Found Mining Co. Ltd. ("Henan Found") Mining China 77.5% 77.5% Ying, TLP (ii)
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")
(ii) Collectively as "Ying Mining District"

 

3. INVESTMENT IN AN ASSOCIATE

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

As at September 30, 2017, the Company owned 35,830,700 common shares (March 31, 2017 – 10,806,300) of NUAG, representing an ownership interest of 31.8% (March 31, 2017 – 16.1%).

7





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

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

            Value of NUAG's
  Number of         common shares per
  shares   Amount     quoted market price   
Balance, April 1, 2016 10,806,300 $ 3,133   $ 2,333
Share of net income     282      
Share of other comprehensive loss     (12 )    
Impairment recovery     5,278      
Foreign exchange impact     (164 )      
Balance, March 31, 2017 10,806,300   8,517     8,517
Participate in Private placement 25,000,000   20,000      
Purchase from open market 24,400   25      
Share of net loss     (369 )    
Share of other comprehensive loss     (13 )    
Foreign exchange impact     1,364        
Balance September 30 , 2017 35,830,700 $ 29,524   $ 38,759  

Subsequent to period end, the Company purchased an additional 444,800 shares of NUAG from the open market for a total of $478.

4. OTHER INVESTMENTS

 

    September 30, 2017   March 31, 2017  
 
Equity investments designated as FVTOCI        
 

Publicly-traded companies

$ 6,489 $ 1,207   

Investments in publicly-traded companies with no significant influence

Investments in publicly-traded companies represent equity interests of other publicly-trading mining companies that the Company has acquired through the open market or through private placements. These equity interests are for long-term investment purposes and consist of common shares and warrants. As of September 30, 2017, 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 September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(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, 2016 $ 287   $ (6,429 )

Change in fair value on equity investments designated as FVTOCI

  196     196  

Purchase of equity investments

  782     -  

Impact of foreign currency translation

  (58 )   -  
March 31, 2017 $ 1,207   $ (6,233 )

Change in fair value on equity investments designated as FVTOCI

  521     521  

Equity investments received as consideration for disposal of NSR

  4,320     -  

Impact of foreign currency translation

  441     -  
September 30, 2017 $ 6,489   $ (5,712 )

On April 5, 2017, the Company entered into a royalty purchase and sale agreement (the “Agreement”) with Maverix Metals Inc. (“Maverix”), a publicly traded (TSX-V: MMX) Canadian precious metals royalty and streaming company, to sell its 2.5% net smelter return (“NSR”) on the Silvertip Mine for consideration of up to 6,600,000 of Maverix’s common shares payable as follows:

  • 3,800,000 common shares of Maverix on closing of the transaction; and

  • 2,800,000 common shares of Maverix when the Silvertip Mine achieves (i) commercial production, and (ii) a cumulative throughput of 400,000 tonnes of ore through the processing plant.

On April 19, 2017, the transaction was closed and the Company received a total of 3,800,000 Maverix common shares valued at $4,320 (CAD$5.8 million) and recognized a gain of $4,320 on disposal of the NSR.

9





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

5. PLANT AND EQUIPMENT

Plant and equipment consist of:

                                        Presentation
  Land use rights     Office           Motor   Construction           as Assets Held
Cost   and building     equipment     Machinery     vehicles       in progress     Total     for Sale  
Balance as at April 1, 2016 $ 91,162   $ 6,442   $ 27,255   $ 7,103   $ 9,075   $ 141,037   $ -

Additions

  1,748     215     850     300     1,656     4,769     -

Disposals

  (267 )   (323 )   (321 )   (837 )   (3 )   (1,751 )   -

Reclassification of asset groups(1)

  7,841     -     318     -     (8,159 )   -     -

Impact of foreign currency translation

  (6,000 )   (370 )   (1,750 )   (435 )   (426 )   (8,981 )   -  
Balance as at March 31, 2017 $ 94,484   $ 5,964   $ 26,352   $ 6,131   $ 2,143   $ 135,074   $ -

Additions

  436     209     513     291     311     1,760     -

Disposals

  (148 )   (40 )   (110 )   (321 )   -     (619 )   -

Reclassification of asset groups(1)

  (48 )   -     4     -     44     -     -

Impact of foreign currency translation

  3,413     507     664     187     82     4,853     -  
Ending balance as at September 30, 2017 $ 98,137   $ 6,640   $ 27,423   $ 6,288   $ 2,580   $ 141,068   $ -  
   
Impairment, accumulated depreciation and amortization                                          
Balance as at April 1, 2016 $ (42,658 ) $ (4,693 ) $ (17,177 ) $ (5,407 ) $ (57 ) $ (69,992 ) $ -

Disposals

  82     276     187     617     -     1,162     -

Depreciation and amortization

  (2,893 )   (507 )   (1,674 )   (480 )   -     (5,554 )   -

Impact of foreign currency translation

  2,763     258     1,144     342     4     4,511     -  
Balance as at March 31, 2017 $ (42,706 ) $ (4,666 ) $ (17,520 ) $ (4,928 ) $ (53 ) $ (69,873 )   -

Disposals

  37     35     68     284     -     424     -

Depreciation and amortization

  (1,553 )   (200 )   (806 )   (189 )   -     (2,748 )   -

Impact of foreign currency translation

  (1,555 )   (184 )   (643 )   (174 )   (2 )   (2,558 )   -  
Ending balance as at September 30, 2017 $ (45,777 ) $ (5,015 ) $ (18,901 ) $ (5,007 ) $ (55 ) $ (74,755 ) $ -  
 
Carrying amounts                                          
Balance as at March 31, 2016 $ 51,778   $ 1,298   $ 8,832   $ 1,203   $ 2,090   $ 65,201   $ -  
Ending balance as at September 30, 2017 $ 52,360   $ 1,625   $ 8,522   $ 1,281   $ 2,525   $ 66,313   $ -  

 

Carrying amounts as at September 30, 2017   Ying Mining District   BYP   GC   Other   Total  
Land use rights and building $ 35,544 $ 2,506 $ 13,221 $ 1,089 $ 52,360
Office equipment   1,254   47   160   164   1,625
Machinery   5,501   352   2,669   -   8,522
Motor vehicles   1,195   36   50   -   1,281
Construction in progress   660   1,859   -   6   2,525  
Total $ 44,154 $ 4,800 $ 16,100 $ 1,259 $ 66,313  
 
Carrying amounts as at March 31, 2017   Ying Mining District   BYP   GC   Other   Total  
Land use rights and building $ 35,079 $ 2,533 $ 13,087 $ 1,079 $ 51,778
Office equipment   1,009   51   160   78   1,298
Machinery   5,817   372   2,643   -   8,832
Motor vehicles   1,138   44   21   -   1,203
Construction in progress   255   1,831   4   -   2,090  
Total $ 43,298 $ 4,831 $ 15,915 $ 1,157 $ 65,201  

During the three and six months ended September 30, 2017, certain plant and equipment were disposed for proceeds of $19 and $19, respectively (three and six months ended September 30, 2016 - $15 and $32, respectively) and loss of $6 and $176, respectively (three and six months ended September 30, 2016 – gain of $199 and loss of $65, respectively).

10





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(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, 2016 $ 232,127   $ 64,815   $ 109,478   $ 21,257   $ 179   $ 427,856  

Capitalized expenditures

  18,058     -     714     -     -     18,772  

Mine right fee

  1,337     -     -     -     -     1,337  

Environmental rehabiliation

  (1,448 )   (101 )   (57 )   -     -     (1,606 )

Foreign currecy translation impact

  (15,227 )   (968 )   (6,933 )   (1,351 )   (5 )   (24,484 )
Balance as at March 31, 2017 $ 234,847   $ 63,746   $ 103,202   $ 19,906   $ 174   $ 421,875  

Capitalized expenditures

  10,185     -     211     36     -     10,432  

Foreign currecy translation impact

  8,535     501     3,705     708     12     13,461  
Ending balance as at September 30, 2017 $ 253,567   $ 64,247   $ 107,118   $ 20,650   $ 186   $ 445,768  
 
Impairment and accumulated depletion                                    
Balance as at April 1, 2016 $ (55,524 ) $ (57,386 ) $ (77,609 ) $ (21,257 ) $ -   $ (211,776 )

Impairment loss

  -     -     -     -     (181 )   (181 )

Depletion

  (12,457 )   -     (1,869 )   -     -     (14,326 )

Foreign currecy translation impact

  3,824     495     4,931     1,351     7     10,608  
Balance as at March 31, 2017 $ (64,157 ) $ (56,891 ) $ (74,547 ) $ (19,906 ) $ (174 ) $ (215,675 )

Depletion

  (6,260 )   -     (944 )   -     -     (7,204 )

Foreign currecy translation impact

  (2,385 )   (258 )   (2,701 )   (707 )   (12 )   (6,063 )
Ending balance as at September 30, 2017 $ (72,802 ) $ (57,149 ) $ (78,192 ) $ (20,613 ) $ (186 ) $ (228,942 )
 
Carrying amounts                                    
Balance as at March 31, 2017 $ 170,690   $ 6,855   $ 28,655   $ -   $ -   $ 206,200  
Ending balance as at September 30, 2017 $ 180,765   $ 7,098   $ 28,926   $ 37   $ -   $ 216,826  

 

7. SHARE CAPITAL

(a) Authorized

Unlimited number of common shares without par value. All shares issued as at September 30, 2017 were fully paid.

11





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

(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, 2016 9,174,025 $ 2.39
Options granted 1,173,000   3.77
Options exercised (1,043,280)   1.13
Options forfeited (847,238)   3.61
Options expired (777,000)   8.92   
Balance, March 31, 2017 7,679,507 $ 1.97
Options exercised (304,618)   0.70
Options forfeited (10,000)   3.63
Options expired (321,000)   5.87   
Balance, September 30, 2017 7,043,889 $ 1.85   

For the three and six months ended September 30, 2017, a total of $283 and $686, respectively (three and six months ended September 30, 2016 - $197 and $440, respectively) in share-based compensation expense was recognized and included in the general and administrative expenses on the condensed consolidated interim statements of income.

The following table summarizes information about stock options outstanding at September 30, 2017:

      Weighted average          
  Exercise Number of options remaining   Weighted average Number of options   Weighted average
  price in outstanding at contractual life   exercise price in exercisable at   exercise price in
  CAD$ September 30 2017 (Years)   CAD$ September 30,2017   CAD$
$ 0.66 2,825,894 1.25 $ 0.66 1,893,001   0.66
$ 1.43 1,509,757 2.67 $ 1.43 1,088,507   1.43
$ 1.75 378,375 1.66 $ 1.75 300,188   1.75
$ 1.76 247,865 2.04 $ 1.76 165,118   1.76
$ 2.98 132,937 1.31 $ 2.98 115,001   2.98
$ 3.25 168,375 0.67 $ 3.25 168,375   3.25
$ 3.41 266,124 0.95 $ 3.41 266,124   3.41
$ 3.63 990,000 2.30 $ 3.63 247,500   3.63
$ 3.91 167,562 0.43 $ 3.91 167,562   3.91
$ 4.34 143,000 1.97 $ 4.34 71,500   4.34
$ 5.40 184,000 0.18 $ 5.40 184,000   5.40
$ 5.58 30,000 2.40 $ 5.58 7,500   5.58
$ 0.66 - 5.58 7,043,889 1.70 $ 1.85 4,674,376 $ 1.78

12





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

Subsequent to September 30, 2017, a total of 1,120,000 options with a life of three years were granted to directors, officers and employees at an exercise price of CAD$3.36 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.

(c) Cash dividends declared

During the three and six months ended September 30, 2017, dividends of $nil and $1,679, respectively (for three and six months ended September 30, 2016 - $nil and $nil, respectively) were declared and paid.

8. ACCUMULATED OTHER COMPREHENSIVE INCOME

 

    September 30, 2017     March 31, 2017  
Change in fair value on equity investments designated as FVTOCI $ (37,365 ) $ (37,886 )
Share of other comprehensive loss in associate   (211 )   (198 )
Currency translation adjustment   (59 )   (12,335 )
Balance, end of the period $ (37,635 ) $ (50,419 )

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.

9. 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, 2016 $ 51,596   $ 4,231   $ 4,197   $ (3,082 ) $ (3,921 ) $ 53,021  
Share of net income (loss)   11,247     756     (340 )   186     (25 )   11,824  
Share of other comprehensive income (loss)   (2,703 )   (141 )   (193 )   48     48     (2,941 )
Distributions   (6,328 )   (762 )   -     -     -     (7,090 )
Balance, March 31, 2017 $ 53,812   $ 4,084   $ 3,664   $ (2,848 ) $ (3,898 ) $ 54,814  
Share of net income (loss)   5,421     651     (169 )   180     (49 )   6,034  
Share of other comprehensive income (loss)   1,655     176     80     (18 )   (26 )   1,867  
Balance, September 30, 2017 $ 60,888   $ 4,911   $ 3,575   $ (2,686 ) $ (3,973 ) $ 62,715  

As at September 30, 2017, non-controlling interests in Henan Found, Henan Huawei, Yunxiang, Guangdong Found and SX Gold were 22.5%, 20%, 30%, 5% and 22.5%, respectively.

Henan Non-ferrous Geology Minerals Ltd. (“Henan Non-ferrous”) is the 17.5% equity interest holder of Henan Found. During the three and six months ended September 30, 2017, Henan Found paid dividends of $nil and $3,804, respectively that was declared and accrued in the prior year to Henan Non-ferrous (three and six months ended September 30, 2016 – $1,460 and $1,460, respectively).

Henan Xinxiangrong Mining Ltd. (“Henan Xinxiangrong”) is the 5% equity interest holder of Henan Found. During the three and six months ended September 30, 2017, Henan Found paid dividends of $nil and $1,087, respectively that was declared and accrued in the prior year to Henan Xinxiangrong (three and six months ended September 30, 2016 – $nil and $nil, respectively).

13





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

10. RELATED PARTY TRANSACTIONS

Related party transactions are made on terms agreed upon by the related parties. The balances with related parties are unsecured, non-interest bearing, and due on demand. Related party transactions not disclosed elsewhere in the condensed consolidated interim financial statements are as follows:

(a) Transactions with NUAG

Due from a related party   September 30, 2017   March 31, 2017  
NUAG $ 59 $ 92  

According to a services and administrative costs reallocation agreement between the Company and NUAG, the Company recovers costs for services rendered to NUAG and expenses incurred on behalf of NUAG. During the three and six months ended September 30, 2017, the Company recovered $140 and $250, respectively (three and six months ended September 30, 2016 - $55 and $93, respectively) from NUAG for services rendered and expenses incurred on behalf of NUAG. The costs recovered from NUAG were recorded as a direct reduction of general and administrative expenses on the condensed consolidated interim statements of income.

(b) Transactions with key management personnel

The Company has identified its directors and senior officers as its key management personnel as they have authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly. The compensation costs for key management personnel, including the grant date fair value for options granted to key management personnel and fees paid or payable to company controlled by key management personnel, were as follows:

    Three Month ended September 30,   Six Month ended September 30,  
    2017   2016   2017   2016  
Salaries and bonuses $ 1,128 $ 370 $ 1,532 $ 737
Share-based compensation   -   134   -   134  
  $ 1,128 $ 504 $ 1,532 $ 871  

 

11. GENERAL AND ADMINISTRATIVE

General and administrative expenses consist of:

    Three months ended September 30,   Six months ended September 30,  
General and administrative   2017   2016   2017   2016  
Office and administrative expenses $ 1,784 $ 1,275 $ 2,992 $ 2,695
Amortization and depreciation   300   309   580   666
Salaries and benefits   1,947   1,853   4,139   3,472
Share-based compensation   283   197   686   440
Professional fees   159   493   646   1,239  
  $ 4,473 $ 4,127 $ 9,043 $ 8,512  

14





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

12. GOVERNMENT FEES AND OTHER TAXES

Government fees and other taxes consist of:

    Three months ended September 30,   Six months ended September 30,  
    2017   2016   2017   2016  
Government fees $ 19 $ 122 $ 274 $ 1,176
Other taxes   671   609   1,257   1,250  
  $ 690 $ 731 $ 1,531 $ 2,426  

Government fees include environmental protection fees paid to the state and local Chinese government. Other taxes were composed of 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.

13. FINANCE ITEMS

Finance items consist of:

    Three months ended September 30,   Six months ended September 30,  
Finance income   2017   2016   2017   2016  
Interest income $ 650 $ 537 $ 1,224 $ 968  
    Three months ended September 30,   Six months ended September 30,  
Finance costs   2017   2016   2017   2016  
Interest on mine right fee $ -  $ 108 $ - $   216
Interest on bank loan   -   49   -   100
Unwinding of discount of environmental                
rehabilitation provision   112   103   217   208  
  $ 112 $ 260 $ 217 $ 524  

 

14. INCOME TAX

The significant components of income tax expense are as follows:

    Three months ended September 30,   Six months ended September 30,  
Income tax expense   2017   2016   2017   2016  
Current $ 4,516 $ 4,894 $ 7,743 $ 5,606
Deferred   747   1,044   1,541   3,132  
  $ 5,263 $ 5,938 $ 9,284 $ 8,738  

 

15. 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.

15





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

(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 13, Fair Value Measurement (“IFRS 13”).

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.

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 September 30, 2017 and March 31, 2017 that are not otherwise disclosed. As required by IFRS 13, 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 September 30, 2017
Recurring measurements   Level 1   Level 2   Level 3      Total  
Financial assets            
Cash and cash equivalents $ 41,369 $ - $ - $ 41,369
Investments in publicly traded companies   6,489   -   -     6,489  
 
  Fair value as at March 31, 2017
Recurring measurements   Level 1   Level 2   Level 3      Total  
Financial assets            
Cash and cash equivalents $ 73,003 $ - $ - $ 73,003
Investments in publicly traded companies   1,207   -   -      1,207  

Fair value of the other financial instruments excluded from the table above approximates their carrying amount as of September 30, 2017 and March 31, 2017, respectively, due to the short-term nature of these instruments.

There were no transfers into or out of level 3 during the three and six months ended September 30, 2017 and 2016.

(a) 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.

16





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

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.

    September 30, 2017   March 31, 2017  
    Within a year   2-3 years   4-5 years   Total   Total  
Accounts payable and accrued liabilities $ 24,705 $ - $ - $ 24,705 $ 30,374  

(b) 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 is summarized as follow:

    September 30, 2017   March 31, 2017  
Financial assets denominated in U.S. Dollars $ 26,202 $ 29,093
Financial assets denominated in Chinese RMB $ 1 $ 7,115  

As at September 30, 2017, with other variables unchanged, a 10% strengthening (weakening) of the CAD against the USD would have decreased (increased) net income by approximately $2.6 million.

(c) Interest rate risk

The Company is exposed to interest rate risk on its cash equivalents and short-term investments. As at September 30, 2017, 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.

(d) 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, requests deposits from customers prior to delivery, 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 September 30, 2017 is considered to be immaterial. There were no

17





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

amounts in receivables which were past due at September 30, 2017 (at March 31, 2017 - $nil) for which no provision is recognized.

(e) Equity price risk

The Company holds certain marketable securities that will fluctuate in value as a result of trading on Canadian 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 September 30, 2017, 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 $0.65 million.

18





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

16. 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.  

 

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

 

September 30, 2017  
  Mining Administrative   Total
Statement of financial position items:   Luoning   Hunan Guangdong   Other     Beijing   Vancouver      
 
Current assets $ 73,752 $ 1,681 $ 9,590 $ 653 $ 570 $ 28,283 $ 114,529
Plant and equipment   44,154   4,800   16,100   4   1,081   174   66,313
Mineral rights and properties   180,765   7,098   28,926   37   -   -   216,826
Investment in an associate   -   -   -   -   -   29,524   29,524
Other investments   -   -   -   5,329   -   1,160   6,489
Reclamation deposits   5,083   -   151   -   -   8   5,242
Long-term prepaids and deposits   448   102   210   147     -   -     907  
Total assets $ 304,202 $ 13,681 $ 54,977 $ 6,170   $ 1,651 $ 59,149   $ 439,830  
 
Current liabilities $ 25,864 $ 1,569 $ 5,000 $ 2,874 $ 204 $ 1,374 $ 36,885
Mine right fee payable   -   -   -   -   -   -   -
Deferred income tax liabilities   29,355   886   -   -   -   -   30,241
Environmental rehabilitation   10,716   967   857   287     -   -     12,827  
Total liabilities $ 65,935 $ 3,422 $ 5,857 $ 3,161   $ 204 $ 1,374   $ 79,953  
 
March 31, 2017  
  Mining Administrative   Total
Statement of financial position items:   Luoning   Hunan   Guangdong    Other     Beijing   Vancouver      
 
Current assets $ 64,298 $ 1,869 $ 4,796 $ 523 $ 823 $ 38,523 $ 110,832
Plant and equipment   43,297   4,832   15,915   -   1,081   76   65,201
Mineral rights and properties   170,690   6,855   28,655   -   -   -   206,200
Investment in an associate   -   -   -   -   -   8,517   8,517
Other investments   -   -   -   -   -   1,207   1,207
Reclamation deposits   4,901   -   145   -   -   8   5,054
Long-term prepaids and deposits   432   99   306   122     -   -     959  
Total assets $ 283,618 $ 13,655 $ 49,817 $ 645   $ 1,904 $ 48,331   $ 397,970  
 
Current liabilities $ 29,951 $ 1,425 $ 3,860 $ 2,959 $ 184 $ 1,778 $ 40,157
Mine right fee payable   -   -   -   -   -   -   -
Deferred income tax liabilities   26,846   846   -   -   -   -   27,692
Environmental rehabilitation   10,183   918   813   272     -   -     12,186  
Total liabilities $ 66,980 $ 3,189 $ 4,673 $ 3,231   $ 184 $ 1,778   $ 80,035  

19





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

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

Three months ended September 30, 2017
          Mining             Administrative        
    Henan                                   Total  
Statement of operations:   Luoning     Hunan(1)     Guangdong     Other     Beijing     Vancouver        
Sales $ 40,536   $ -   $ 7,005   $ -   $ -   $ -   $ 47,541  
Cost of sales   (17,716 )   -     (4,219 )   -     -     -     (21,935 )
Gross profit   22,820     -     2,786     -     -     -     25,606  
 
Operating expenses   (1,828 )   (368 )   (576 )   (142 )   (357 )   (3,008 )   (6,279 )
Finance items   75     (20 )   2     (4 )   66     419     538  
Income tax (expenses) recovery   (5,269 )   7     -     -     (1 )   -     (5,263 )
Net income (loss) $ 15,798   $ (381 ) $ 2,212   $ (146 ) $ (292 ) $ (2,589 ) $ 14,602  
 
Attributed to:                                          
Equity holders of the Company   12,298     (267 )   2,109     (114 )   (292 )   (2,589 )   11,145  
Non-controlling interests   3,500     (114 )   103     (32 )   -     -     3,457  
Net income (loss) $ 15,798   $ (381 ) $ 2,212   $ (146 ) $ (292 ) $ (2,589 ) $ 14,602  
(1) Hunan's BYP project was placed on care and maintenance starting August 2014;
 
Three months ended September 30, 2016
          Mining             Administrative        
    Henan                                   Total  
Statement of operations:   Luoning     Hunan     Guangdong     Other     Beijing     Vancouver        
Sales $ 39,954   $ -   $ 6,344   $ -   $ -   $ -   $ 46,298  
Cost of sales   (16,420 )   -     (4,119 )   -     -     -     (20,539 )
Gross profit   23,534     -     2,225     -     -     -     25,759  
 
Operating expenses   (1,751 )   (187 )   (524 )   (23 )   (331 )   (1,276 )   (4,092 )
Finance items   (3 )   (7 )   (2 )   (2 )   66     225     277  
Income tax expenses   (5,386 )   (22 )   -     -     -     (530 )   (5,938 )
Net income (loss) $ 16,394   $ (216 ) $ 1,699   $ (25 ) $ (265 ) $ (1,581 ) $ 16,006  
 
Attributed to:                                          
Equity holders of the Company   12,770     (151 )   1,624     (19 )   (265 )   (1,581 )   12,378  
Non-controlling interests   3,624     (65 )   75     (6 )   -     -     3,628  
Net income (loss) $ 16,394   $ (216 ) $ 1,699   $ (25 ) $ (265 ) $ (1,581 ) $ 16,006  

20





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

Six months ended September 30, 2017
  Mining Administrative      
    Henan                                   Total  
Statement of income:   Luoning     Hunan(1)     Guangdong     Other     Beijing     Vancouver          
Sales $ 72,293   $ -   $ 14,945   $ -   $ -   $ -   $ 87,238  
Cost of sales   (31,838 )   -     (9,789 )   -     -     -       (41,627 )
Gross profit   40,455     -     5,156     -     -     -     45,611  
 
Operating (expenses) income   (3,842 )   (516 )   (1,238 )   4,107     (619 )   (7,110 )   (9,218 )
Finance items, net   63     (39 )   (1 )   (5 )   130     859     1,007  
Income tax expenses   (9,273 )   (10 )   -     -     (1 )   -       (9,284 )
Net income (loss) $ 27,403   $ (565 ) $ 3,917   $ 4,102   $ (490 ) $ (6,251 ) $ 28,116  
 
Attributable to:                                          
Equity holders of the Company   21,331     (396 )   3,737     4,151     (490 )   (6,251 )   22,082  
Non-controlling interests   6,072     (169 )   180     (49 )   -     -     6,034  
Net income (loss) $ 27,403   $ (565 ) $ 3,917   $ 4,102   $ (490 ) $ (6,251 ) $ 28,116  
(1) Hunan's BYP project was placed on care and maintenance in August 2014;
 
Six months ended September 30, 2016
  Mining Administrative      
    Henan                                   Total  
Statement of income:   Luoning     Hunan     Guangdong     Other     Beijing     Vancouver        
Sales $ 70,626   $ -   $ 10,943   $ -   $ -   $ -   $ 81,569  
Cost of sales   (32,134 )   -     (7,932 )   -     -     -     (40,066 )
Gross profit   38,492     -     3,011     -     -     -     41,503  
 
Operating expenses   (5,090 )   (429 )   (1,158 )   (58 )   (729 )   (3,038 )   (10,502 )
Impairment loss   -     -     -     -     -     (181 )   (181 )
Finance items, net   (85 )   (15 )   2     (4 )   141     405     444  
Income tax (expenses) recovery   (8,279 )   72     -     -     (1 )   (530 )   (8,738 )
Net income (loss) $ 25,038   $ (372 ) $ 1,855   $ (62 ) $ (589 ) $ (3,344 ) $ 22,526  
 
Attributable to:                                          
Equity holders of the Company   19,511     (260 )   1,782     (48 )   (589 )   (3,344 )   17,052  
Non-controlling interests   5,527     (112 )   73     (14 )   -     -     5,474  
Net income (loss) $ 25,038   $ (372 ) $ 1,855   $ (62 ) $ (589 ) $ (3,344 ) $ 22,526  

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SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

(c) Sales by metal

The sales generated for the three and six months ended September 30, 2017 and 2016 was all earned in China and is comprised of:

  Three months ended September 30, 2017
    Henan Luoning   Guangdong   Total  
Silver (Ag) $ 20,928 $ 1,668 $ 22,596
Gold (Au)   857   -   857
Lead (Pb)   16,036   1,769   17,805
Zinc (Zn)   2,528   3,558   6,086
Other   187   10   197  
  $ 40,536 $ 7,005 $ 47,541  
 
  Three months ended September 30, 2016
    Henan Luoning   Guangdong   Total  
Silver (Ag) $ 24,923 $ 2,051 $ 26,974
Gold (Au)   1,087   -   1,087
Lead (Pb)   12,684   1,459   14,143
Zinc (Zn)   1,260   2,833   4,093
Other   -   1   1  
  $ 39,954 $ 6,344 $ 46,298  
 
  Six months ended September 30, 2017
    Henan Luoning   Guangdong   Total  
Silver (Ag) $ 39,132 $ 3,647 $ 42,779
Gold (Au)   1,816   -   1,816
Lead (Pb)   27,683   3,570   31,253
Zinc (Zn)   3,267   7,500   10,767
Other   395   228   623  
  $ 72,293 $ 14,945 $ 87,238  
 
  Six months ended September 30, 2016
    Henan Luoning   Guangdong   Total  
Silver (Ag) $ 44,289 $ 3,522 $ 47,811
Gold (Au)   1,959   -   1,959
Lead (Pb)   22,065   2,571   24,636
Zinc (Zn)   2,313   4,739   7,052
Other   -   111   111  
  $ 70,626 $ 10,943 $ 81,569  

(d) Major customers

For the six months ended September 30, 2017, three major customers (six months ended September 30, 2016 - three) accounted for 15% to 33%, (six months ended September 30, 2016 - 17% to 35%) and collectively 79% (six months ended September 30, 2016 - 82%) of the total sales of the Company.

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SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)

 

17. 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 $ 3,772 $ 566 $ 3,206 $ -
Commitments $ 6,418 $ - $ - $ 6,418  

As of September 30, 2017, the Company has two office rental agreements totaling $3,772 for the next five years and commitments of $6,418 related to the GC property. During the three and six months ended September 30, 2017, the Company incurred rental expenses of $167 and $325, respectively (three and six months ended September 30, 2016 - $148 and $300, respectively), which were included in office and administrative expenses on the condensed consolidated interim 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 arising 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:

  • 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 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 condensed consolidated interim 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. A trial was heard in March 2017 but a court decision has not yet been made. The carrying value of XHP mine was impaired to $nil in fiscal year 2015.

23





SILVERCORP METALS INC.
Notes to Condensed Consolidated Interim Financial Statements as at September
30, 2017 and for three and six months ended September 30, 2017 and 2016
(Unaudited)(Expressed in thousands of U.S. dollars, unless otherwise stated)
  • 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 not paid. 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 Luoyang Intermediate People’s Court, Henan, China issued an court order demanding HA Mining to pay $3.4 million (RMB22.75 million) to SX Gold. On July 1, 2016, HA Mining filed an appeal to the Henan High People’s Count, China. A trial was heard in April 2017 and on June 16, 2017, the Henan High People’s Court, China dismissed HA Mining’s appeal and upheld the rulings made by the Luoyang Intermediate People’s Court, Henan, China. On August 4, 2017, HA Mining submitted an application to the Supreme People’s Court of China to rehear the case. As of September 30, 2017, no decision has been made by the Supreme People’s Court of China. The outstanding receivable amount of $4.0 million (RMB26.0 million) was written off in prior years.

18. SUPPLEMENTARY CASH FLOW INFORMATION

 

    September 30, 2017   March 31, 2017  
Cash on hand and at bank $ 31,918 $ 39,243
Bank term deposits and GICs   9,451   33,760  
Total cash and cash equivalents $ 41,369 $ 73,003  

 

Changes in non-cash operating working capital:   Three Months Ended September 30,     Six Months Ended September 30,  
    2017     2016     2017     2016  

Trade and other receivables

$ (4 ) $ 865   $ 64   $ 789  

Inventories

  (30 )   (373 )   (429 )   (479 )

Prepaids and deposits

  (311 )   363     (214 )   (230 )

Accounts payable and accrued liabilities

  (1,596 )   1,256     (110 )   4,788  

Deposits received

  983     58     1,819     1,951  

Due from a related party

  (19 )   (35 )   37     (118 )
  $ (977 ) $ 2,134   $ 1,167   $ 6,701  

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