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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/30/14 Silvercorp Metals Inc 40-F 3/31/14 15:2.5M e3 Fil… Computershare/FA |
Document/Exhibit Description Pages Size 1: 40-F Annual Report for Fiscal Year Ended: March 31, HTML 57K 2014 2: EX-99.1 Annual Information Form of the Company for the HTML 631K Year Ended March 31, 2014 11: EX-99.10 Consent of Mo Molavi HTML 9K 12: EX-99.11 Consent of Patrick Stephenson HTML 9K 13: EX-99.12 Consent of Bert Smith HTML 9K 14: EX-99.13 Consent of Owen Watson HTML 9K 15: EX-99.14 Consent of Peter Mokos HTML 9K 3: EX-99.2 Management's Discussion and Analysis for the Year HTML 439K Ended March 31, 2014 4: EX-99.3 Consolidated Financial Statements as at March 31, HTML 579K 2014 5: EX-99.4 Sox Section 302 CEO Certification HTML 11K 6: EX-99.5 Sox Section 302 CFO Certification HTML 11K 7: EX-99.6 Sox Section 906 CEO Certification HTML 10K 8: EX-99.7 Sox Section 906 CFO Certification HTML 10K 9: EX-99.8 Consent of Deloitte LLP, Independent Registered HTML 8K Chartered Accountants 10: EX-99.9 Consent of Alan Riles HTML 9K
Exhibit 99.3 |
EXHIBIT 99.3
SILVERCORP METALS INC.
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2014 and 2013
(Expressed in thousands of US dollars, unless otherwise stated)
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Silvercorp Metals Inc.
We have audited the accompanying consolidated financial statements of Silvercorp Metals Inc. and subsidiaries (the “Company”), which comprise the consolidated balance sheets as at March 31, 2014 and March 31, 2013, and the consolidated statements of income, comprehensive income, cash flows and changes in equity for the years then ended, and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Silvercorp Metals Inc. and subsidiaries as at March 31, 2014 and March 31, 2013, and their financial performance and their cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Other Matter
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of March 31, 2014, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 21, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.
Chartered Accountants May 21, 2014 Vancouver, Canada
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Silvercorp Metals Inc.
We have audited the internal control over financial reporting of Silvercorp Metals Inc. and subsidiaries (the “Company”) as of March 31, 2014, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2014, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended March 31, 2014 of the Company and our report dated May 21, 2014 expressed an unqualified opinion on those financial statements.
Chartered Accountants
May 21, 2014
Vancouver, Canada
SILVERCORP METALS INC. |
Consolidated Balance Sheets |
(Expressed in thousands of U.S. dollars) |
Notes | March 31, 2014 | March 31, 2013 | |||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents |
26 | $ | 60,614 | $ | 72,283 | ||
Short-term investments |
3 | 12,864 | 45,623 | ||||
Trade and other receivables |
4 | 4,004 | 1,442 | ||||
Inventories |
5 | 5,362 | 7,522 | ||||
Due from related parties |
16 | 68 | 123 | ||||
Prepaids and deposits |
6,165 | 5,118 | |||||
89,077 | 132,111 | ||||||
Non-current Assets | |||||||
Long-term prepaids and deposits |
4,000 | 1,877 | |||||
Investment in an associate |
6 | 3,715 | 6,523 | ||||
Other investments |
7 | 2,393 | 15,516 | ||||
Plant and equipment |
8 | 101,876 | 103,517 | ||||
Mineral rights and properties |
9, 10 | 266,258 | 316,678 | ||||
TOTAL ASSETS | $ | 467,319 | $ | 576,222 | |||
LIABILITIES AND EQUITY | |||||||
Current Liabilities | |||||||
Accounts payable and accrued liabilities |
$ | 23,802 | $ | 29,285 | |||
Deposits received |
7,031 | 11,497 | |||||
Dividends payable |
773 | 4,204 | |||||
Income tax payable |
515 | 1,349 | |||||
Due to related parties |
16 | 281 | 1,207 | ||||
32,402 | 47,542 | ||||||
Non-current Liabilities | |||||||
Deferred income tax liabilities |
21 | 16,536 | 24,603 | ||||
Environmental rehabilitation |
11 | 5,819 | 5,974 | ||||
Total Liabilities | 54,757 | 78,119 | |||||
Equity | |||||||
Share capital |
12 | 233,513 | 233,082 | ||||
Share option reserve |
10,492 | 8,314 | |||||
Reserves |
13 | 25,409 | 24,717 | ||||
Accumulated other comprehensive loss |
14 | (20,141 | ) | (1,495 | ) | ||
Retained earnings |
100,993 | 155,817 | |||||
Total equity attributable to the equity holders of the Company | 350,266 | 420,435 | |||||
Non-controlling interests | 15 | 62,296 | 77,668 | ||||
Total Equity | 412,562 | 498,103 | |||||
TOTAL LIABILITIES AND EQUITY | $ | 467,319 | $ | 576,222 | |||
Commitments and contingencies | 25 |
Approved on behalf of the Board:
(Signed) David Kong
Director
(Signed) Rui Feng
Director
See accompanying notes to the consolidated financial statements
1
SILVERCORP METALS INC. |
Consolidated Statements of Income |
(Expressed in thousands of U.S. dollars, except for per share figures) |
Years Ended March 31, | |||||||
Notes | 2014 | 2013 | |||||
Sales | 24(c) | $ | 108,400 | $ | 181,622 | ||
Cost of sales | 17 | 59,996 | 73,089 | ||||
Gross profit | 48,404 | 108,533 | |||||
General and administrative | 18 | 24,424 | 25,734 | ||||
General exploration and property investigation | 2,751 | 3,909 | |||||
Other taxes | 19 | 1,897 | 2,985 | ||||
Foreign exchange gain | (3,171 | ) | (1,382 | ) | |||
Loss on disposal of plant and equipment | 8 | 154 | 149 | ||||
Loss (gain) on disposal of mineral rights and properties | 9, 27 | 4,476 | (644 | ) | |||
Share of loss in associate | 6 | 87 | 197 | ||||
Impairment on associate | 6 | 2,304 | 9,640 | ||||
Impairment of mineral rights and properties | 9, 10 | 66,573 | - | ||||
Loss on investments | 7 | 589 | 1,651 | ||||
Other income | (137 | ) | (535 | ) | |||
Income (loss) from operations | (51,543 | ) | 66,829 | ||||
Finance income | 20 | 3,185 | 4,507 | ||||
Finance costs | 20 | (132 | ) | (92 | ) | ||
Income (loss) before income taxes | (48,490 | ) | 71,244 | ||||
Income tax (recovery) expense | 21 | (134 | ) | 29,201 | |||
Net income (loss) | $ | (48,356 | ) | $ | 42,043 | ||
Attributable to: | |||||||
Equity holders of the Company |
$ | (41,017 | ) | $ | 27,211 | ||
Non-controlling interests |
15 | (7,339 | ) | 14,832 | |||
$ | (48,356 | ) | $ | 42,043 | |||
Earnings (loss) per share attributable to the equity holders of the Company | |||||||
Basic and diluted (loss) earnings per share | 12(e) | $ | (0.24 | ) | $ | 0.16 | |
Weighted Average Number of Shares Outstanding - Basic | 170,830,620 | 170,733,504 | |||||
Weighted Average Number of Shares Outstanding - Diluted | 170,830,620 | 171,059,482 |
See accompanying notes to the consolidated financial statements
2
SILVERCORP METALS INC. |
Consolidated Statements of Comprehensive Income |
(Expressed in thousands of U.S. dollars) |
Years Ended March 31, | |||||||
Notes | 2014 | 2013 | |||||
Net (loss) income | $ | (48,356 | ) | $ | 42,043 | ||
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 |
(5,941 | ) | 2,666 | ||||
Items that will not subsequently be reclassified to net income or loss: | |||||||
Unrealized loss on equity investments designated as FVTOCI, net of tax of $nil |
7 | (12,205 | ) | (28,555 | ) | ||
Other comprehensive loss, net of taxes | $ | (18,146 | ) | $ | (25,889 | ) | |
Attributable to: | |||||||
Equity holders of the Company |
$ | (18,357 | ) | $ | (26,780 | ) | |
Non-controlling interests |
211 | 891 | |||||
$ | (18,146 | ) | $ | (25,889 | ) | ||
Total comprehensive income (loss), net of taxes | $ | (66,502 | ) | $ | 16,154 | ||
Attributable to: | |||||||
Equity holders of the Company |
$ | (59,374 | ) | $ | 431 | ||
Non-controlling interests |
(7,128 | ) | 15,723 | ||||
$ | (66,502 | ) | $ | 16,154 |
See accompanying notes to the consolidated financial statements
3
SILVERCORP METALS INC. |
Consolidated Statements of Cash Flows |
(Expressed in thousands of U.S. dollars) |
Years Ended March 31, | |||||||
Notes | 2014 | 2013 | |||||
Cash provided by | |||||||
Operating activities | |||||||
Net (loss) income |
$ | (48,356 | ) | $ | 42,043 | ||
Add (deduct) items not affecting cash: |
|||||||
Unwinding of discount of environmental rehabilitation |
132 | 92 | |||||
Depreciation, amortization and depletion |
13,536 | 14,588 | |||||
Share of loss in associate |
87 | 197 | |||||
Impairment on associate |
2,304 | 9,640 | |||||
Impairment of mineral rights and properties |
66,573 | - | |||||
Write down of inventories |
- | 348 | |||||
Income tax expense (recovery) |
(134 | ) | 29,201 | ||||
Loss on investments |
589 | 1,651 | |||||
Loss on disposal of plant and equipment |
154 | 149 | |||||
Loss (gain) on disposal of mineral rights and properties |
4,476 | (644 | ) | ||||
Share-based compensation |
2,322 | 2,893 | |||||
Income taxes paid |
(6,571 | ) | (28,237 | ) | |||
Changes in non-cash operating working capital |
26 | 1,006 | 13,258 | ||||
Net cash provided by operating activities | 36,118 | 85,179 | |||||
Investing activities | |||||||
Mineral rights and properties |
|||||||
Capital expenditures |
(56,797 | ) | (56,057 | ) | |||
Proceeds on disposals |
13,349 | 1,750 | |||||
Plant and equipment |
|||||||
Additions |
(18,370 | ) | (35,141 | ) | |||
Proceeds on disposals |
1,418 | 80 | |||||
Other investments |
|||||||
Acquisition |
- | (595 | ) | ||||
Net redemptions (purchases) of short-term investments |
31,750 | (1,184 | ) | ||||
Proceeds on sale of a subsidiary (net of cash disposed, $4) |
27 | 8,160 | - | ||||
Net cash provided by (used in) investing activities | (20,490 | ) | (91,147 | ) | |||
Financing activities | |||||||
Related parties |
|||||||
Payments made |
(1,207 | ) | - | ||||
Repayments received |
- | 1,207 | |||||
Non-controlling interests |
|||||||
Distribution |
15 | (6,521 | ) | (15,248 | ) | ||
Cash dividends distributed |
(16,331 | ) | (17,111 | ) | |||
Proceeds from issuance of common shares |
287 | 273 | |||||
Net cash used in financing activities | (23,772 | ) | (30,879 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (3,525 | ) | (830 | ) | |||
Decrease in cash and cash equivalents | (11,669 | ) | (37,677 | ) | |||
Cash and cash equivalents, beginning of the year | 72,283 | 109,960 | |||||
Cash and cash equivalents, end of the year | $ | 60,614 | $ | 72,283 | |||
Supplementary cash flow information | 26 |
See accompanying notes to the consolidated financial statements
4
SILVERCORP METALS INC. |
Consolidated Statements of Changes in Equity |
(Expressed in thousands of U.S. dollars, except numbers for share figures) |
Share capital | ||||||||||||||||||||||||
Notes | Number of shares |
Amount | Share option reserve |
Reserves | Accumulated other comprehensive income (loss) |
Retained earnings |
Total equity attributable to the equity holders of the Company |
Non- controlling interests |
Total equity | |||||||||||||||
Balance, April 1, 2012 | 170,681,974 | $ | 232,678 | $ | 5,552 | $ | 24,717 | $ | 25,285 | $ | 145,580 | $ | 433,812 | $ | 77,020 | $ | 510,832 | |||||||
Options exercised | 99,084 | 404 | (131 | ) | - | - | - | 273 | - | 273 | ||||||||||||||
Share-based compensation | - | - | 2,893 | - | - | - | 2,893 | - | 2,893 | |||||||||||||||
Dividends declared | - | - | - | - | - | (16,974 | ) | (16,974 | ) | - | (16,974 | ) | ||||||||||||
Distribution to non-controlling interests | - | - | - | - | - | - | - | (15,248 | ) | (15,248 | ) | |||||||||||||
Disposition of non-controlling interests upon sale of a subsidiary | - | - | - | - | - | - | - | 173 | 173 | |||||||||||||||
Comprehensive income (loss) | - | - | - | - | (26,780 | ) | 27,211 | 431 | 15,723 | 16,154 | ||||||||||||||
Balance, March 31, 2013 | 170,781,058 | $ | 233,082 | $ | 8,314 | $ | 24,717 | $ | (1,495 | ) | $ | 155,817 | $ | 420,435 | $ | 77,668 | $ | 498,103 | ||||||
Options exercised | 102,750 | 431 | (144 | ) | - | - | - | 287 | - | 287 | ||||||||||||||
Share-based compensation | 12(b) | - | - | 2,322 | - | - | - | 2,322 | - | 2,322 | ||||||||||||||
Dividends declared | 12(c) | - | - | - | - | - | (13,115 | ) | (13,115 | ) | - | (13,115 | ) | |||||||||||
Distribution to non-controlling interests | 15 | - | - | - | - | - | - | - | (6,521 | ) | (6,521 | ) | ||||||||||||
Disposition of non-controlling interests upon sale of a subsidiary | 15 | - | - | - | - | - | - | - | (1,723 | ) | (1,723 | ) | ||||||||||||
Contribution to reserves | - | - | - | 692 | - | (692 | ) | - | - | - | ||||||||||||||
Cumulative translation adjustment realized upon sale of a subsidiary | - | - | - | - | (289 | ) | - | (289 | ) | - | (289 | ) | ||||||||||||
Comprehensive income (loss) | - | - | - | - | (18,357 | ) | (41,017 | ) | (59,374 | ) | (7,128 | ) | (66,502 | ) | ||||||||||
Balance, March 31, 2014 | 170,883,808 | $ | 233,513 | $ | 10,492 | $ | 25,409 | $ | (20,141 | ) | $ | 100,993 | $ | 350,266 | $ | 62,296 | $ | 412,562 |
See accompanying notes to the consolidated financial statements
5
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(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 the New York 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.
2. | SIGNIFICANT ACCOUNTING POLICIES |
(a)Statement of Compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The policies applied in these consolidated financial statements are based on IFRS in effect as of March 31, 2014.
These consolidated financial statements were authorized for issue in accordance with a resolution of the Board of Directors dated on May 21, 2014.
(b)Basis of Consolidation
These consolidated 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. 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 Consolidated Financial Statements |
(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 | March 31, | March 31, | Mineral | ||
Name of subsidiaries | Principal activity | incorporation | 2014 | 2013 | 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 |
Zhongxing Mining Co., Ltd. ("ZX") | Mining | China | 0% | 69.75% | XBG |
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) Investments in Associates
An associate is an entity over which the Company has significant influence, and is not a subsidiary or joint venture. Significant influence is presumed to exist when the Company has power to be actively involved and influential in financial and operating policy decisions of the associate.
The Company accounts for its investments in associates using the equity method. Under the equity method, the Company’s investment in an associate is initially recognized at cost and subsequently increased or decreased to recognize the Company’s share of profit and loss of the associate and for impairment losses after the initial recognition date. The Company’s share of comprehensive income or losses of associates are recognized in comprehensive income during the period. Distributions received from an associate are accounted for as a reduction in the carrying amount of the Company’s investment.
At the end of each reporting period, the Company assesses whether there is any objective evidence that an investment in an associate is impaired. When there is objective evidence that an investment in an associate is impaired, the carrying amount is compared to its recoverable amount, being the higher of its fair value less cost to sell and value in use. An impairment loss is recognized if the recoverable amount is less than its carrying amount. Impairment losses and reversal of impairment losses, if any, are recognized in net income in the period it occurs.
Details of the Company’s associate are as follows:
Proportion of ownership interest held | ||||
Place of | March 31, | March 31, | ||
Name of associate | Principal activity | incorporation | 2014 | 2013 |
New Pacific Metals Corp. ("NUX") | Mining | Canada | 16.1% | 16.1% |
7
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(d)Business Combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Company elects whether it measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in general and administrative expenses.
When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts hold by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
(e) Foreign Currency Translation
The functional currency for each subsidiary of the Company is the currency of the primary economic environment in which the entity operates. The functional currency of the head office, Canadian subsidiaries and all intermediate holding companies is the Canadian dollar (“CAD”). The functional currency of all Chinese subsidiaries is the Chinese Renminbi (“RMB”).
Foreign currency monetary assets and liabilities are translated into the functional currency using exchange rates prevailing at the balance sheet date. Foreign currency non-monetary assets are translated using exchange rates prevailing at the transaction date. Foreign exchange gains and losses are included in the determination of net income.
The consolidated financial statements are presented in U.S. dollars (“USD”). The financial position and results of the Company’s entities are translated from functional currencies to USD as follows:
assets and liabilities are translated using exchange rates prevailing at the balance sheet date;
income and expenses are translated using average exchange rates prevailing during the period; and
all resulting exchange gains and losses are included in other comprehensive income.
The Company treats inter-company loan balances, which are not intended to be repaid in the foreseeable future, as part of its net investment. When a foreign entity is sold, the historical exchange differences plus the foreign exchange impact that arises on the transaction are recognized in the statement of income as part of the gain or loss on sale.
(f) Revenue Recognition
Sales of all metals products, which are contained in direct smelting ore or concentrates, are recognized as revenue. Revenue is recognized when the significant risks and rewards of ownership have passed to the buyer, it is probable that economic benefits associated with the transaction will flow to the Company, the
8
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
sale price can be measured reliably, the Company has no significant continuing involvement and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
These conditions for revenue are satisfied when the title passes to the customer. The passing of title to the customer is based on the terms of the sales contract, which is generally upon shipment of the products. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets. Under the Company’s concentrate sales contracts with third-party smelters, final commodity prices are set on a specified quotation period, typically ranging from ten to fifteen days around shipment date.
(g)Cash and Cash Equivalents
Cash and cash equivalents include cash, and short-term money market instruments that are readily convertible to cash with original terms of three months or less.
(h) Short-term Investments
Short-term investments consist of certificates of deposit and money market instruments, including cashable guaranteed investment certificates, bearer deposit notes and commercial paper with original terms of three months or more, but less than one year.
(i) Inventories
Inventories include metals contained in concentrates, direct smelting ore, stockpile ore and operating materials and supplies. The classification of metals inventory is determined by the stage at which the ore is in the production process. Mined materials that do not contain a minimum quantity of metal needed to compensate the estimated processing expenses for recovery of the contained metal, are not classified as inventory and are assigned no value.
Direct smelting ore and stockpiled ore are valued at the lower of mining cost and net realizable value. Mining cost includes the cost of raw material, mining contractor cost, direct labour costs, depletion and depreciation, and applicable production overheads, based on normal operating capacity. Concentrate inventories are valued at the lower of cost and net realizable value. The cost of concentrate inventories includes the mining cost for stockpiled ore milled, freight charges for shipping stockpile ore from mine sites to mill sites and milling cost. Milling cost includes cost of materials and supplies, direct labour costs, and applicable production overheads cost, based on normal operating capacity. Material and supplies are valued at the lower of cost, determined on a weighted average cost basis, and net realizable value.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sales.
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SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(j) Plant and Equipment
Plant and equipment are initially recorded at cost, including all directly attributable costs to bring the assets to the location and condition necessary for it to be capable of operating in the manner intended by management. Plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is computed on a straight-line basis based on the nature and useful lives of the assets. The significant classes of plant and equipment and their estimated useful lives are as follows:
Building | 20 years |
Office equipment | 5 years |
Machinery | 5-10 years |
Motor vehicle | 5 years |
Land use right | 50 years |
Leasehold improvement | 5 years |
Subsequent costs that meet the asset recognition criteria are capitalized, while costs incurred that do not extend the economic useful life of an asset are considered repairs and maintenance, which are accounted for as an expense recognized during the period.
Assets under construction are capitalized as construction-in-progress. The cost of construction-in-progress comprises its purchase price and any costs directly attributable to bringing it into working condition for its intended use. Construction-in-progress assets are transferred to other respective asset classes and are depreciated when they are completed and available for use.
(k) Mineral Rights and Properties
The cost of acquiring mineral rights and properties either as an individual asset purchase or as part of a business combination is capitalized and represents the property’s fair value at the date of acquisition. Fair value is determined by estimating the value of the property’s reserves, resources and exploration potential.
Exploration and evaluation costs, incurred associated with specific mineral rights and properties prior to demonstrable technical feasibility and commercial viability of extracting a mineral resource, are capitalized.
The Company determines that a property is in the development stage when it has completed a positive economic analysis of the mineral deposit. Subsequent development costs incurred prior to the commercial production stage are capitalized and included in the carrying amount of the related property in the period incurred. Proceeds from sales during this period, if any, are offset against costs capitalized.
When a property has achieved operational results that are expected to remain at a sustainable operational level over a period of time, it enters the commercial production stage. Quantitative and qualitative factors indicating the achievement of commercial production stage including but not limited to the following:
A significant portion of planned capacity, production levels, grades and recovery rate are achieved at a sustainable level;
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SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
completion of major mine and plant components;
significant milestones such as obtaining necessary permits and production inputs are achieved to allow continuous and sustainable operations; and
management’s intended operating results are being achieved consistently for a period of time.
Production costs incurred during commercial production stage are no longer capitalized and are included in property operating costs. Development costs incurred during commercial production stage that provides access to reserve and resources that will be produced in future periods that would not have otherwise been accessible are capitalized.
Upon commencement of commercial production, mineral rights and properties and capitalized expenditures are depleted over the mine’s estimated life using the units of production method calculated based on proven and probable reserves. Estimation of proven and probable reserves for each property is updated when relative information is available; the result will be prospectively applied to calculate depletion amounts for future periods. If commercial production commences prior to the determination of proven and probable reserves, depletion is calculated based on the mineable portion of measured and indicated resources.
(l) Impairment of Long-lived Assets
Long-lived assets, including mineral rights and properties, plant and equipment are reviewed and tested for impairment when indicators of impairment are considered to exist. Impairment assessments are conducted at the level of cash-generating units (“CGU”), which is the lowest level for which identifiable cash inflows are largely independent of the cash inflows of other assets. An impairment loss is recognized for any excess of carrying amount of a CGU over its recoverable amount, which is the greater of its fair value less costs to sell and value in use. For mineral rights and properties and processing facilities, the recoverable amount is estimated as the discounted future net cash flows expected to be derived from expected future production, metal prices, and net proceeds from the disposition of assets on retirement, less operating and capital costs. Impairment losses are recognized in the period they are incurred.
For exploration and evaluation assets, indication of impairment includes but is not limited to expiration of the right to explore, substantive expenditures in the specific area is neither budgeted nor planned, and exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources.
Impairment losses are reversed if the conditions that gave rise to the impairment are no longer present and it has been determined that the asset is no longer impaired as a result. This reversal is recognized in net income in the period the reversal occurs limited by the carrying value that would have been determined, net of any depreciation, had no impairment charge been recognized in prior years.
(m) Environmental Rehabilitation Provision
The mining, extraction and processing activities of the Company normally give rise to obligations for site closure or rehabilitation. Closure and decommissioning works can include facility decommissioning and dismantling; removal or treatment of waste materials; site and land rehabilitation. The extent of work required and the associated costs are dependent on the requirements of relevant authorities and the Company’s environmental policies. Provisions for the cost of each closure and rehabilitation program are
11
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
recognized at the time when environmental disturbance occurs. When the extent of disturbance increases over the life of an operation, the provision is increased accordingly. Costs included in the provision encompass all closure and decommissioning activity expected to occur progressively over the life of the operation and at the time of closure in connection with disturbances at the reporting date. Routine operating costs that may impact the ultimate closure and decommissioning activities, such as waste material handling conducted as an integral part of a mining or production process, are not included in the provision.
Costs arising from unforeseen circumstances, such as the contamination caused by unplanned discharges, are recognized as an expense and liability when the event gives rise to an obligation which is probable and capable of reliable estimation. The timing of the actual closure and decommissioning expenditure is dependent upon a number of factors such as the life and nature of the asset, the operating license conditions, and the environment in which the mine operates. Expenditure may occur before and after closure and can continue for an extended period of time dependent on closure and decommissioning requirements.
Closure and decommissioning provisions are measured at the expected value of future cash flows, discounted to their present value and determined according to the probability of alternative estimates of cash flows occurring for each operation. Discount rates used are specific to the underlying obligation. Significant judgments and estimates are involved in forming expectations of future activities and the amount and timing of the associated cash flows. Those expectations are formed based on existing environmental and regulatory requirements which give rise to a constructive or legal obligation.
When provisions for closure and decommissioning are initially recognized, the corresponding cost is capitalized as an asset, representing part of the cost of acquiring the future economic benefits of the operation. The capitalized cost of closure and decommissioning activities is recognized in Mineral Rights and Properties and depleted accordingly. The value of the provision is progressively increased over time as the effect of discounting unwinds, creating an expense recognized in finance expenses. Closure and decommissioning provisions are also adjusted for changes in estimates. Those adjustments are accounted for as a change in the corresponding capitalized cost.
Adjustments to the estimated amount and timing of future closure and decommissioning cash flows are a normal occurrence in light of the significant judgments and estimates involved. The provision is reviewed at the end of each reporting period for changes to obligations, legislation or discount rates that impact estimated costs or lives of operations and adjusted to reflect current best estimate.
The cost of the related asset is adjusted for changes in the provision resulting from changes in the estimated cash flows or discount rate and the adjusted cost of the asset is depreciated prospectively.
(n) Borrowing Costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, which necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalized as part of the cost of that asset. All other borrowing costs are expensed in the period in which they are incurred.
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SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(o) Share-based Payments
The Company recognizes share-based compensation expense for all stock options awarded to employees, officers, directors, and consultants using the fair value method. The fair value of the stock options at the date of grant is expensed over the vesting periods of the stock options with a corresponding increase to equity. The fair value of options granted to employees, officers, and directors is determined using the Black-Scholes option pricing model with market related inputs as of the date of grant. The fair value of stock options granted to consultants is measured at the fair value of the services delivered unless that fair value cannot be estimated reliably, which then is determined using the Black-Scholes option pricing model. Stock options with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values. Forfeitures are accounted for using estimates based on historical actual forfeiture data. Share-based compensation expenses for options granted to those working in exploration are capitalized in mineral rights and properties.
Upon the exercise of the stock option, consideration received and the related amount transferred from contributed surplus are recorded as share capital.
(p)Income Taxes
Current tax for each taxable entity is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the balance sheet date and includes adjustments to tax payable or recoverable in respect to previous periods.
Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax is recognized using the balance sheet liability method on temporary differences at the reporting date between the tax bases of assets and liabilities, and their carrying amounts for financial reporting purposes. Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, can be utilized, except:
where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will be available to allow the deferred tax asset to be recovered.
13
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred income tax relating to items recognized outside profit or loss is recognized in other comprehensive income or directly in equity.
Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
(q)Earnings per Share
Earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if additional common shares are assumed to be issued under securities that entitle their holders to obtain common shares in the future. For stock options and warrants, the number of additional shares for inclusion in diluted earnings per share calculations is determined by the options and warrants, whose exercise price is less than the average market price of our common shares, are assumed to be exercised and the proceeds are used to repurchase common shares at the average market price for the period. The incremental number of common shares issued under stock options, and repurchased from proceeds, is included in the calculation of diluted earnings per share.
(r) Financial Instruments
Initial recognition:
On initial recognition, all financial assets and financial liabilities are recorded at fair value adjusted for directly attributable transaction costs except for financial assets and liabilities classified as fair value through profit or loss (“FVTPL”), in which case transaction costs are expensed as incurred.
Subsequent measurement of financial assets:
Subsequent measurement of financial assets depends on the classification of such assets.
I. |
Non-equity instruments: | |
IFRS 9 includes a single model that has only two classification categories for financial instruments other than equity instruments: amortized cost and fair value. To qualify for amortized cost accounting, the instrument must meet two criteria: |
i. |
The objective of the business model is to hold the financial asset for the collection of the cash flows; and | |
ii. |
All contractual cash flows represent only principal and interest on that principal. |
All other instruments are mandatorily measured at fair value.
II. |
Equity instruments: | |
At initial recognition, for equity instruments other than held for trading, the Company may make an irrevocable election to designate it as either FVTPL or fair value through other comprehensive income (“FVTOCI”). |
14
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
Financial assets classified as amortized cost are measured using the effective interest method. Amortized cost is calculated by taking into account any discount or premiums on acquisition and fees that are an integral part of the effective interest method. Amortization from the effective interest method is included in finance income.
Financial assets classified as FVTPL are measured at fair value with changes in fair values recognized in profit or loss. Equity investments designated as FVTOCI are measured at fair value with changes in fair values recognized in other comprehensive income (“OCI”). Dividends from that investment are recorded in profit or loss when the Company's right to receive payment of the dividend is established unless they represent a recovery of part of the cost of the investment.
Impairment of financial assets carried at amortized cost:
The Company assesses at the end of each reporting period whether there is objective evidence that financial assets or group of financial assets measured at amortized cost are impaired. Impairment losses and reversal of impairment losses, if any, are recognized in profit or loss in the period they are incurred.
Subsequent measurement of financial liabilities:
Financial liabilities classified as amortized cost are measured using the effective interest method. Amortized cost is calculated by taking into account any discount or premiums on acquisition and fees that are an integral part of the effective interest method. Amortization using the effective interest method is included in finance costs.
Financial liabilities classified as FVTPL are measured at fair value with gains and losses recognized in profit or loss.
The Company classifies its financial instruments as follows:
Financial assets classified as FVTPL: cash and cash equivalents and other investments - warrants;
Financial assets classified as FVTOCI: other investments - common shares;
Financial assets classified as amortized cost: short-term investments, trade and other receivables and due from related parties;
Financial liabilities classified as amortized cost: accounts payable and accrued liabilities, dividends payable and due to related parties.
Derecognition of financial assets and financial liabilities:
A financial asset is derecognized when:
The rights to receive cash flows from the asset have expired; or
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass- through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Gains and losses on derecognition of financial assets and liabilities classified as amortized cost are recognized in profit or loss when the instrument is derecognized or impaired, as well as through the amortization process.
15
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
Gains and losses on derecognition of equity investments designated as FVTOCI (including any related foreign exchange component) are recognized in OCI. Amounts presented in OCI are not subsequently transferred to profit or loss, although the cumulative gain or loss may be transferred within equity.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability. In this case, a new liability is recognized, and the difference in the respective carrying amounts is recognized in the statement of income.
Offsetting of financial instruments:
Financial assets and liabilities are offset and the net amount is reported in the consolidated balance sheet if and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle liabilities simultaneously.
Fair value of financial instruments:
The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices, without deduction for transaction costs. For financial instruments that are not traded in active markets, the fair value is determined using appropriate valuation techniques, such as using a recent arm’s length market transaction between knowledgeable and willing parties, discounted cash flow analysis, reference to the current fair value of another instrument that is substantially the same, or other valuation models.
(s) Government Assistance
Refundable mining exploration tax credits received from eligible mining exploration expenditures and other government grants received for project construction and development reduce the carrying amount of the related mineral rights and properties or plant and equipment assets. The depletion or depreciation of the related mineral rights and properties or plant and equipment assets is calculated based on the net amount.
Government subsidies as compensation for expenses already incurred are recognized in profit and loss during the period in which it becomes receivable.
(t) Assets held for sale
A non-current asset or disposal group of assets and liabilities (“disposal group”) is classified as held for sale when the sale is highly probable, the asset or disposal group is available for immediate sale in its present condition and management is committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
(u) Significant Judgments & Estimation Uncertainties
Many amounts included in the consolidated balance sheet require management to make judgments and/or estimates. These judgments and estimates are continuously evaluated and are based on management’s experience and knowledge of relevant facts and circumstances. Actual results may differ from the amounts included in the consolidated balance sheet.
16
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
Areas of significant judgments include:
Capitalization of expenditures with respect to exploration, evaluation and development costs to be included in mineral rights and properties.
Anticipated reinvestment of undistributed earnings of foreign subsidiaries, therefore no withholding taxes was accrued.
Accounting and impairment assessment for equity investments and investment in associates.
Determination of functional currency for each subsidiary.
Determination of the components of each CGU.
Commencement of commercial production.
Areas of significant estimates include:
Ore reserve and mineral resource estimates
Ore reserves are estimates of the amount of ore that can be economically and legally extracted from the Company’s mining properties. The Company estimates its ore reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological and technical data on the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis requires complex geological judgements to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and production costs along with geological assumptions and judgements made in estimating the size
and grade of the ore body.
The Company estimates ore reserves in accordance with National Instrument 43-101, “Standards of Disclosure for Mineral Projects”, issued by the Canadian Securities Administrators. There are numerous assumptions including:
Future production estimates – which include proved and probable reserves, resource estimates and committed expansions;
Expected future commodity prices, based on current market price, forward prices and the Company’s assessment of the long-term average price; and
Future cash costs of production, capital expenditure and rehabilitation obligations.
As the economic assumptions used may change and as additional geological information is produced during the operation of a mine, estimates of reserves may change. Such changes may impact the Company’s reported financial position and results which include:
The carrying value of mineral rights and properties and plant and equipment may be affected due to changes in estimated future cash flows;
Depreciation and depletion charges in net income may change where such charges are determined using the units of production method, or where the useful life of the related assets change; and
The recognition and carrying value of deferred income tax assets may change due to changes in the judgements regarding the existence of such assets and in estimates of the likely recovery of such assets.
Impairment of assets
Where an indicator of impairment exists, a formal estimate of the recoverable amount is made, which is considered to be the higher of the fair value less costs to sell and value in use. These assessments require the use of estimates and assumptions such as long-term commodity prices (considering current and historical prices, price trends and related factors), discount rates, operating costs, future capital requirements, closure and rehabilitation costs, exploration potential, reserves and operating performance
17
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(which includes production and sales volumes). These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will impact these projections, which may impact the recoverable amount of assets and/or CGUs. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. Fair value for mineral assets is generally determined as the present value of estimated future cash flows arising from the continued use of the asset, which includes estimates such as the cost of future expansion plans and eventual disposal, using assumptions that an independent market participant may take into account. Cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
(v) Adoption of new accounting standards
IAS 1 – Presentation of Financial Statements amendment issued by the IASB in June 2011 provides improved consistency and clarity of the presentation of items of other comprehensive income. The main change was a requirement to group items presented in other comprehensive income on the basis of whether they are potentially reclassifiable to profit or loss subsequently. This amendment is effective for annual periods beginning on or after July 1, 2012, with earlier application permitted.
IFRS 10 – Consolidated Financial Statements supersedes SIC 12 – Consolidation – Special Purpose Entities and the requirements relating to consolidated financial statements in IAS 27 – Consolidated and Separate Financial Statements. IFRS 10 establishes the principle and application of control as the basis for an investor to identify whether an investor controls an investee and thereby requiring consolidation. This standard is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted.
IFRS 11 – Joint Arrangements establishes the principle a joint arrangement is classified as joint operations or joint ventures based on the rights and obligations of the parties to the joint arrangement, rather than its legal form. This standard is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted.
IFRS 12 – Disclosure of Interests in Other Entities requires the disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with, its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows. This standard is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted.
IAS 28 – Investments in Associates and Joint Ventures prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method for investments in associates and joint ventures. This standard is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted.
Effective April 1, 2013, the Company adopted all of the above standards. The adoption of these standards did not have a material impact on the consolidated financial statements.
(w) Accounting standards issued but not yet in effective
IFRIC 21 – Levies, an interpretation of IAS 37 was issued by the IASB in May 2013 and provides interpretation on when to recognize a liability for a levy imposed by a government and clarifies the criteria 18
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
for the recognition of a liability. IFRIC 21 is effective for annual periods commencing on or after January 1, 2014. The Company is still in the process of assessing the impact of the application of IFRIC 21 on the consolidated financial statements.
3. | SHORT-TERM INVESTMENTS |
As at March 31, 2014, short-term investments consist of the following:
Carrying value | Interest rates | Maturity | |||
Bankers acceptance | $ | 3,217 | 5.24% | May 6, 2014 | |
Term deposits | 776 | 1.05% - 2.86% | May 31 - August 31, 2014 | ||
Bonds | 7,286 | 1.85% - 4.00% | June 3 - December 1, 2014 | ||
Short-Term ETF | 1,585 | ||||
$ | 12,864 |
As at March 31, 2013, short-term investments consist of the following:
Carrying value | Interest rates | Maturity | |||
Bankers acceptance | $ | 13,303 | 4.17% - 5.24% | April 10 - September 15, 2013 | |
Term deposits | 19,400 | 2.10% - 3.30% | May 31 - August 31, 2013 | ||
Bonds | 11,302 | 1.05% - 4.00% | May 31 - August 31, 2014 | ||
Short-Term ETF | 1,618 | ||||
$ | 45,623 |
4. | ACCOUNTS RECEIVABLE |
Accounts receivable consist of the following:
March 31, 2014 | March 31, 2013 | ||||
Trade receivables | $ | 115 | $ | 115 | |
Other receivables | 3,889 | 1,327 | |||
$ | 4,004 | $ | 1,442 |
5. | INVENTORIES |
Inventories consist of the following:
March 31, 2014 | March 31, 2013 | ||||
Direct smelting ore and stockpile ore | $ | 336 | $ | 1,563 | |
Concentrate inventory | 773 | 1,853 | |||
Total stockpile and concentrate | 1,109 | 3,416 | |||
Material and supplies | 4,253 | 4,106 | |||
$ | 5,362 | $ | 7,522 |
The amount of inventories recognized as expense during the years ended March 31, 2014 and March 31, 2013 was equivalent to the cost of sales.
19
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
During the year ended March 31, 2014, the Company did not write down any stockpile and concentrate inventory. During the year ended March 31, 2013, the Company recognized an impairment of $348 to record stockpile and concentrate inventories at net realizable value.
6. | INVESTMENT IN AN ASSOCIATE |
New Pacific Metals Corp. (“NUX”) is a Canadian public company listed on the TSX (symbol: NUX). NUX is a related party of the Company by way of two common directors and officers.
As at March 31, 2014, the Company owned 10,806,300 common shares (March 31, 2013 – 10,806,300) of NUX, representing an ownership interest of 16.1% (March 31, 2013 – 16.1%).
The Company accounts for its investment in NUX common shares using the equity method since 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, 2012 | 9,956,300 | $ | 15,872 | $ | 9,367 | ||
Acquisition of shares from market | 850,000 | 595 | |||||
Share of loss | (197 | ) | |||||
Impairment | (9,640 | ) | |||||
Foreign exchange impact | (107 | ) | |||||
Balance, March 31, 2013 | 10,806,300 | $ | 6,523 | $ | 6,703 | ||
Share of loss | (87 | ) | |||||
Impairment | (2,304 | ) | |||||
Foreign exchange impact | (417 | ) | |||||
Balance, March 31, 2014 | 10,806,300 | $ | 3,715 | $ | 3,715 |
For the year ended March 31, 2014, an impairment loss of $2,304 (year ended March 31, 2013 – loss of $9,640) was recognized for the investment in NUX based on the quoted market price of NUX common shares.
7. | OTHER INVESTMENTS |
March 31, 2014 | March 31, 2013 | |||||
Equity investments designated as FVTOCI | ||||||
Publicly-traded companies | (a) | $ | 2,377 | $ | 5,236 | |
Yongning Smelting Co. Ltd. | (b) | - | 9,653 | |||
Jinduicheng Xise (Canada) Co. Ltd. | (c) | - | - | |||
Warrants | (a) | 16 | 627 | |||
$ | 2,393 | $ | 15,516 |
20
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(a) 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. Common shares are designated as FVTOCI and are measured at fair value on initial recognition and subsequent measurement. As of March 31, 2014, none of the shares held by the Company represented more than 10% of the respective outstanding shares of investees.
Warrants, by their nature, meet the definition of derivatives and are classified as FVTPL. The fair value of the warrants was determined using the Black-Scholes pricing model as at the acquisition date as well as at each period end. For the year ended March 31, 2014, fair value changes in the amount of $589 were recorded in loss on investments (year ended March 31, 2013 – loss of $1,651).
Common shares:
Accumulated mark-to-market | ||||||
Fair value | gain (loss) included in OCI | |||||
April 1, 2012 | $ | 11,890 | $ | 4,151 | ||
Unrealized loss on equity investments designated as FVTOCI |
(6,554 | ) | (6,554 | ) | ||
Impact of foreign currency translation |
(100 | ) | - | |||
March 31, 2013 | $ | 5,236 | $ | (2,403 | ) | |
Unrealized loss on equity investments designated as FVTOCI |
(2,554 | ) | (2,554 | ) | ||
Impact of foreign currency translation |
(305 | ) | - | |||
March 31, 2014 | $ | 2,377 | $ | (4,957 | ) |
Warrants:
Accumulated mark-to-market gain | ||||||
Fair value | (loss) included in net income | |||||
April 1, 2012 | $ | 2,292 | $ | 716 | ||
Loss on investments |
(1,651 | ) | (1,651 | ) | ||
Impact of foreign currency translation |
(14 | ) | - | |||
March 31, 2013 | $ | 627 | $ | (935 | ) | |
Loss on investments |
(589 | ) | (589 | ) | ||
Impact of foreign currency translation |
(22 | ) | - | |||
March 31, 2014 | $ | 16 | $ | (1,524 | ) |
(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. As at March 31, 2014, the Company’s total investment in Yongning Smelting represents 15% (March 31, 2013 – 15%) of Yongning Smelting’s total equity interest. The fair value of the investment as at March 31, 2014 was determined to be $nil (March 31, 2013 - $9,653), using a market based approach taking into consideration Yongning Smelting’s operational data and its financial position as at December 31, 2013. The investment in Yongning is for long-term investment purposes and consists of common shares of Yongning.
21
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(c) Jinduicheng Xise (Canada) Co. Ltd. (“Jinduicheng”)
Jinduicheng is a private mining company based in Canada. The Company invested in Jinduicheng through a private placement. As at March 31, 2014, the Company’s total investment in Jinduicheng represents 6% (March 31, 2013 - 6%) of Jinduicheng’s total equity interest. The fair value of the investment as at March 31, 2014 was determined to be $nil (March 31, 2013 - $nil), using a market based approach taking into consideration of Jinduicheng’s mineral reserve and resource data and its financial position as at December 31, 2013. The investment in Jinduicheng is for long-term investment purposes and consists of common shares of Jinduicheng.
8. | PLANT AND EQUIPMENT |
Plant and equipment consist of:
Land use | ||||||||||||||||||
rights and | Office | Motor | Construction | |||||||||||||||
Cost | building | equipment | Machinery | vehicles | in progress | Total | ||||||||||||
Balance as at April 1, 2012 | $ | 47,250 | $ | 3,051 | $ | 18,167 | $ | 5,570 | $ | 6,580 | $ | 80,618 | ||||||
Additions |
7,193 | 1,619 | 2,862 | 887 | 28,110 | 40,671 | ||||||||||||
Disposals (see note 27 (c)) |
(53 | ) | (108 | ) | (96 | ) | (440 | ) | - | (697 | ) | |||||||
Reclassification of asset groups |
956 | 700 | (1,177 | ) | 758 | (1,237 | ) | - | ||||||||||
Impact of foreign currency translation |
660 | 27 | 257 | 84 | 393 | 1,421 | ||||||||||||
Balance as at March 31, 2013 | $ | 56,006 | $ | 5,289 | $ | 20,013 | $ | 6,859 | $ | 33,846 | $ | 122,013 | ||||||
Additions |
1,018 | 1,421 | 2,593 | 815 | 6,091 | 11,938 | ||||||||||||
Disposals (see note 27 (a) and (b)) |
(5,594 | ) | (364 | ) | (1,191 | ) | (499 | ) | (64 | ) | (7,712 | ) | ||||||
Reclassification of asset groups |
29,498 | 38 | 4,392 | 2 | (33,930 | ) | - | |||||||||||
Impact of foreign currency translation |
(591 | ) | (117 | ) | (107 | ) | (14 | ) | 442 | (387 | ) | |||||||
Ending balance as at March 31, 2014 | $ | 80,337 | $ | 6,267 | $ | 25,700 | $ | 7,163 | $ | 6,385 | $ | 125,852 | ||||||
Accumulated depreciation and amortization | ||||||||||||||||||
Balance as at April 1, 2012 | $ | (4,370 | ) | $ | (1,355 | ) | $ | (4,193 | ) | $ | (1,912 | ) | $ | - | $ | (11,830 | ) | |
Disposals (see note 27 (c)) |
10 | 74 | 25 | 359 | - | 468 | ||||||||||||
Depreciation and amortization |
(2,685 | ) | (667 | ) | (2,526 | ) | (1,065 | ) | - | (6,943 | ) | |||||||
Reclassification of asset groups |
2 | (253 | ) | 314 | (63 | ) | - | - | ||||||||||
Impact of foreign currency translation |
(76 | ) | (5 | ) | (78 | ) | (32 | ) | - | (191 | ) | |||||||
Balance as at March 31, 2013 | $ | (7,119 | ) | $ | (2,206 | ) | $ | (6,458 | ) | $ | (2,713 | ) | $ | - | $ | (18,496 | ) | |
Disposals (see note 27 (a) and (b)) |
561 | 233 | 388 | 380 | - | 1,562 | ||||||||||||
Depreciation and amortization |
(2,818 | ) | (1,127 | ) | (2,104 | ) | (1,151 | ) | - | (7,200 | ) | |||||||
Impact of foreign currency translation |
76 | 27 | 38 | 17 | - | 158 | ||||||||||||
Ending balance as at March 31, 2014 | $ | (9,300 | ) | $ | (3,073 | ) | $ | (8,136 | ) | $ | (3,467 | ) | $ | - | $ | (23,976 | ) | |
Carrying amounts | ||||||||||||||||||
Balance as at March 31, 2013 | $ | 48,887 | $ | 3,083 | $ | 13,555 | $ | 4,146 | $ | 33,846 | $ | 103,517 | ||||||
Balance as at March 31, 2014 | $ | 71,037 | $ | 3,194 | $ | 17,564 | $ | 3,696 | $ | 6,385 | $ | 101,876 |
During the year ended March 31, 2014, certain plant and equipment were disposed for proceeds of $nil (for the year ended March 31, 2013 - $80) and loss of $154 (year ended March 31, 2013 – loss of $149).
22
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
9. | MINERAL RIGHTS AND PROPERTIES |
Mineral rights and properties consist of:
Cost | Ying | TLP | HPG | LM | BYP | GC | XBG | XHP | RZY | Silvertip | Total | ||||||||||||||||||||||
Balance as at April 1, 2012 | $ | 66,019 | $ | 14,043 | $ | 6,653 | $ | 11,374 | $ | 55,858 | $ | 76,980 | $ | 12,334 | $ | 13,564 | $ | - | $ | 27,137 | $ | 283,962 | |||||||||||
Capitalized expenditures |
17,316 | 4,607 | 3,017 | 8,372 | 5,715 | 15,763 | 979 | 6,094 | 1,382 | 2,021 | 65,266 | ||||||||||||||||||||||
Mining exploration tax credit |
- | - | - | - | - | - | - | - | - | (25 | ) | (25 | ) | ||||||||||||||||||||
Environmental rehabiliation |
17 | 886 | - | - | 496 | 21 | - | - | - | - | 1,420 | ||||||||||||||||||||||
Disposition of mineral property (see note 27 (c)) |
- | - | - | - | - | - | - | - | (1,167 | ) | - | (1,167 | ) | ||||||||||||||||||||
Foreign currecy translation impact |
1,074 | 242 | 124 | 248 | 820 | 1,195 | 178 | 251 | 14 | (469 | ) | 3,677 | |||||||||||||||||||||
Balance as at March 31, 2013 | $ | 84,426 | $ | 19,778 | $ | 9,794 | $ | 19,994 | $ | 62,889 | $ | 93,959 | $ | 13,491 | $ | 19,909 | $ | 229 | $ | 28,664 | $ | 353,133 | |||||||||||
Capitalized expenditures |
15,170 | 3,391 | 3,711 | 8,130 | 1,480 | 15,899 | 363 | 1,838 | - | 930 | 50,912 | ||||||||||||||||||||||
Environmental rehabiliation |
(1 | ) | (25 | ) | (52 | ) | (1 | ) | (27 | ) | (24 | ) | - | (15 | ) | - | - | (145 | ) | ||||||||||||||
Impairment loss (see note 10, 27 (a) and (b)) |
- | - | - | - | (49,606 | ) | - | (1,554 | ) | - | - | (15,413 | ) | (66,573 | ) | ||||||||||||||||||
Disposition of mineral property (see note 27 (a) and (b)) |
- | - | - | - | - | - | (12,500 | ) | - | - | (13,530 | ) | (26,030 | ) | |||||||||||||||||||
Foreign currecy translation impact |
(317 | ) | (58 | ) | (61 | ) | (134 | ) | 581 | (364 | ) | 200 | (38 | ) | (19 | ) | (651 | ) | (861 | ) | |||||||||||||
Ending balance as at March 31, 2014 | $ | 99,278 | $ | 23,086 | $ | 13,392 | $ | 27,989 | $ | 15,317 | $ | 109,470 | $ | - | $ | 21,694 | $ | 210 | $ | - | $ | 310,436 | |||||||||||
Accumulated depletion | |||||||||||||||||||||||||||||||||
Balance as at April 1, 2012 | $ | (18,531 | ) | $ | (1,142 | ) | $ | (1,536 | ) | $ | (2,102 | ) | $ | (2,064 | ) | $ | - | $ | - | $ | (66 | ) | $ | - | $ | - | $ | (25,441 | ) | ||||
Depletion |
(4,464 | ) | (760 | ) | (693 | ) | (632 | ) | (3,860 | ) | - | - | (141 | ) | - | - | (10,550 | ) | |||||||||||||||
Foreign currecy translation impact |
(301 | ) | (24 | ) | (29 | ) | (36 | ) | (72 | ) | - | - | (2 | ) | - | - | (464 | ) | |||||||||||||||
Balance as at March 31, 2013 | $ | (23,296 | ) | $ | (1,926 | ) | $ | (2,258 | ) | $ | (2,770 | ) | $ | (5,996 | ) | $ | - | $ | - | $ | (209 | ) | $ | - | $ | - | $ | (36,455 | ) | ||||
Depletion |
(3,294 | ) | (901 | ) | (765 | ) | (768 | ) | (1,796 | ) | - | - | (332 | ) | - | - | (7,856 | ) | |||||||||||||||
Foreign currecy translation impact |
57 | 15 | 13 | 13 | 30 | - | - | 5 | - | - | 133 | ||||||||||||||||||||||
Ending balance as at March 31, 2014 | $ | (26,533 | ) | $ | (2,812 | ) | $ | (3,010 | ) | $ | (3,525 | ) | $ | (7,762 | ) | $ | - | $ | - | $ | (536 | ) | $ | - | $ | - | $ | (44,178 | ) | ||||
Carrying amounts | |||||||||||||||||||||||||||||||||
Balance as at March 31, 2013 | $ | 61,130 | $ | 17,852 | $ | 7,536 | $ | 17,224 | $ | 56,893 | $ | 93,959 | $ | 13,491 | $ | 19,700 | $ | 229 | $ | 28,664 | $ | 316,678 | |||||||||||
Balance as at March 31, 2014 | $ | 72,745 | $ | 20,274 | $ | 10,382 | $ | 24,464 | $ | 7,555 | $ | 109,470 | $ | - | $ | 21,158 | $ | 210 | $ | - | $ | 266,258 |
10. | IMPAIRMENT |
During the year ended March 31, 2014, due to declining metal prices and lower than expected results on certain of the Company’s mineral interests, the Company assessed the recoverable amount of each cash-generating unit (“CGU”) to determine if there were any impairments in the period.
The recoverable amounts of the Company’s mineral rights and properties are determined based on the relevant CGU’s future after tax cash flows expected to be derived and represent each CGU’s fair value less estimated costs to sell (“FVLCTS”). The after tax cash flows were determined based on cash flow projections which incorporate management’s best estimates of future metal prices, production levels, recoverable reserves and resources, operating costs, capital expenditures, inflation, tax rates, foreign exchange rates, discount rates and net asset value (“NAV”) multiples over the life of the properties. The significant assumptions used in calculating the Company’s after tax cash flows included a long-term silver price of $18.50 per ounce, a discount rate of 8%, an income tax rate of 25%, and recoverable reserves and resources based on the most recent 43-101 technical reports. The calculations of the FVLCTS of the Company’s CGUs are level 3 financial instruments.
Based on the impairment assessment performed by the Company on its CGUs, the Company concluded that the recoverable amount of its CGUs exceeded the carrying values for all properties except for its BYP property, which is included in the Hunan segment, and an impairment of $49,606 was recognized (year ended March 31, 2013 - $nil).
23
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
11. | ENVIRONMENTAL REHABILITATION |
The following table presents the reconciliation of the beginning and ending obligations associated with the retirement of the properties:
Total | |||
Balance, April 1, 2012 | 4,400 | ||
Unwinding of discount of environmental rehabilitation |
92 | ||
Revision of provision |
1,420 | ||
Foreign exchange impact |
62 | ||
Balance, March 31, 2013 | $ | 5,974 | |
Unwinding of discount of environmental rehabilitation |
132 | ||
Revision of provision |
(145 | ) | |
Disposition upon sale of a subsidiary |
(140 | ) | |
Foreign exchange impact |
(2 | ) | |
Balance, March 31, 2014 | $ | 5,819 |
As at March 31, 2014, the total undiscounted amount of estimated cash flows required to settle the Company’s environmental rehabilitation provision is $7,110 (March 31, 2013 - $7,286) over the next twenty years, which has been discounted using a discount rate of 2.60% (March 31, 2013 - 2.57%).
12. | SHARE CAPITAL |
(a) Authorized
Unlimited number of common shares without par value. All shares issued as at March 31, 2014 were fully paid.
24
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(b) Stock options
The Company has a stock option plan which allows for the maximum number of common shares to be reserved for issuance on the exercise of options granted under the stock option plan to be a rolling 10% of the issued and outstanding common shares from time to time. The maximum exercise period may not exceed 10 years from the date of the grant of the options to employees, officers, and consultants. The following is a summary of option transactions:
Weighted average | |||||
Number of | exercise price per | ||||
shares | share CAD$ | ||||
Balance, April 1, 2012 | 3,834,253 | $ | 7.23 | ||
Options granted | 1,520,000 | 5.21 | |||
Options exercised | (99,084 | ) | 2.81 | ||
Options forfeited | (349,000 | ) | 8.50 | ||
Options expired | (402,200 | ) | 6.82 | ||
Balance, March 31, 2013 | 4,503,969 | $ | 6.58 | ||
Options granted | 1,253,500 | 3.23 | |||
Options exercised | (102,750 | ) | 2.89 | ||
Options forfeited | (364,312 | ) | 6.07 | ||
Options expired | (222,500 | ) | 6.16 | ||
Balance, March 31, 2014 | 5,067,907 | $ | 5.88 |
During the year ended March 31, 2014, a total of 1,253,500 options with a life of five years were granted to directors, officers, and employees at an exercise price of CAD$2.98 - CAD$3.41 per share subject to a vesting schedule over a four-year term with 6.25% options vesting every three months from the date of grant.
During the year ended March 31, 2014, a total of 102,750 options were exercised at a weighted average share price of $3.34 per share (year ended March 31, 2013 – 99,084 options exercised at a weighted average share price of $5.75 per share).
The fair value of stock options granted during the years ended March 31, 2014 and 2013 were calculated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
Years ended March 31, |
||||||
2014 | 2013 | |||||
Risk free interest rate | 1.38% | 1.15% | ||||
Expected life of option in years | 3.12 years | 3.12 years | ||||
Expected volatility | 56% | 61% | ||||
Expected dividend yield | 3.11% | 2.0% | ||||
Estimated forfeiture rate | 11% | 10% | ||||
Weighted average share price at date of grant | $ | 3.23 | $ | 5.21 |
The weighted average grant date fair value of options granted during the year ended March 31, 2014 was CAD$1.05 (year ended March 31, 2013 - CAD$1.95). Volatility was determined based on the historical volatility of the Company’s shares over the estimated life of stock options. For the year ended March 31,
25
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
2014, a total of $2,322 (year ended March 31, 2013 - $2,893) in share-based compensation expense was recognized and included in the general and administrative expenses on the consolidated statements of income.
The following table summarizes information about stock options outstanding at March 31, 2014:
Exercise price in CAD$ |
Number of options outstanding at March 31, 2014 |
Weighted average remaining contractual life (Years) |
Weighted average exercise price in CAD$ |
Number of options exercisable at March 31, 2014 |
Weighted average exercise price in CAD$ | |||
$ | 2.65 | 480,001 | 0.05 | $ | 2.65 | 480,001 | $ | 2.65 |
$ | 2.98 | 377,500 | 4.81 | $ | 2.98 | - | $ | - |
$ | 3.25 | 362,500 | 4.17 | $ | 3.25 | 67,975 | $ | 3.25 |
$ | 3.41 | 445,500 | 4.45 | $ | 3.41 | 55,690 | $ | 3.41 |
$ | 3.91 | 351,500 | 3.93 | $ | 3.91 | 87,875 | $ | 3.91 |
$ | 5.35 | 359,000 | 3.36 | $ | 5.35 | 134,628 | $ | 5.35 |
$ | 5.40 | 357,500 | 3.68 | $ | 5.40 | 111,724 | $ | 5.40 |
$ | 6.53 | 281,000 | 3.21 | $ | 6.53 | 122,942 | $ | 6.53 |
$ | 6.69 | 431,000 | 2.93 | $ | 6.69 | 215,500 | $ | 6.69 |
$ | 7.00 | 285,500 | 0.77 | $ | 7.00 | 285,500 | $ | 7.00 |
$ | 7.27 | 278,500 | 2.65 | $ | 7.27 | 156,662 | $ | 7.27 |
$ | 7.40 | 153,250 | 1.05 | $ | 7.40 | 153,250 | $ | 7.40 |
$ | 8.23 | 297,375 | 1.51 | $ | 8.23 | 240,565 | $ | 8.23 |
$ | 9.20 | 234,500 | 2.18 | $ | 9.20 | 146,565 | $ | 9.20 |
$ | 12.16 | 200,781 | 1.76 | $ | 12.16 | 150,532 | $ | 12.16 |
$ | 14.96 | 172,500 | 2.02 | $ | 14.96 | 118,598 | $ | 14.96 |
$ | 2.65 - 14.96 | 5,067,907 | 2.80 | $ | 5.88 | 2,528,007 | $ | 6.65 |
(c) Cash dividends declared and distributed
During the year ended March 31, 2014, dividends of $13,115 (year ended March 31, 2013 - $16,974) were declared, which was a cash dividend of $0.08 per share (year ended March 31, 2013 - $0.10 per share).
(d) Normal course issuer bid
On January 29, 2013, the Company announced a normal course issuer bid (“NCIB”) which allows it to acquire up to 8.5 million of its own common shares. As at March 31, 2014, the NCIB had expired without the Company acquiring any of its common shares.
(e) Earnings per share (basic and diluted)
For the years ended March 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Loss | Shares | Per-Share | Income | Shares | Per-Share | |||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | |||||||||
(Loss) net income attributable to equity holders of the Company | $ | (41,017 | ) | $ | 27,211 | |||||||||
Basic (LPS) EPS | (41,017 | ) | 170,830,620 | $ | (0.24 | ) | $ | 27,211 | 170,733,504 | $ | 0.16 | |||
Effect of dilutive securities: | ||||||||||||||
Stock options |
- | - | - | 325,978 | ||||||||||
Diluted (LPS) EPS | $ | (41,017 | ) | 170,830,620 | $ | (0.24 | ) | $ | 27,211 | 171,059,482 | $ | 0.16 |
26
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
Anti-dilutive options and warrants that are not included in the diluted EPS calculation were 5,117,907 for the year ended March 31, 2014 (year ended March 31, 2013 – 3,555,968).
(f) Warrants
As at March 31, 2014, the Company has 50,000 outstanding warrants at an exercise price of CAD$6.76 per share (March 31, 2013 – 50,000 outstanding warrants at an exercise price of CAD$6.76 per share). The warrants have a expiry date of July 30, 2015.
13. | RESERVES |
Pursuant to Chinese company law applicable to foreign investment enterprises, the Company’s Chinese subsidiaries are required to maintain dedicated reserves. The amounts are appropriated at a percentage, at the discretion of the Board of Directors of each Chinese subsidiary, of their respective after tax net income determined in accordance with accounting principles and relevant financial regulations applicable to PRC enterprises each year.
Dedicated reserves include an Enterprise Reserve Fund and an Enterprise Expansion Fund, which are recorded as a component of equity, and are not available for distribution to shareholders other than upon liquidation.
As of March 31, 2014, the Company had two subsidiaries, Henan Found and Henan Huawei, which has appropriated the dedicated reserves. During the year ended March 31, 2014, Henan Huawei has appropriated $692 (year ended March 31, 2013 - $nil) to the dedicated reserves. No dedicated reserves were appropriated for the years ended March 31, 2014 and 2013 for Henan Found since the balance has reached the maximum required amount. The dedicated reserves appropriated by the Company for the years ended March 31, 2014 and 2013 are summarized in the table below.
Enterprise | Total Dedicated | ||||||
Enterprise Reserve | Expansion | Reserves | |||||
April 1, 2012 | $ | 2,211 | $ | 22,506 | $ | 24,717 | |
March 31, 2013 | 2,211 | 22,506 | 24,717 | ||||
Appropriation | 692 | - | 692 | ||||
March 31, 2014 | $ | 2,903 | $ | 22,506 | $ | 25,409 |
14. | ACCUMULATED OTHER COMPREHENSIVE INCOME |
March 31, 2014 | March 31, 2013 | |||||
Change in fair value on equity investments designated as FVTOCI | $ | (36,609 | ) | $ | (24,404 | ) |
Currency translation adjustment | 16,468 | 22,909 | ||||
Balance, end of the year | $ | (20,141 | ) | $ | (1,495 | ) |
The unrealized (loss) gain on equity investments designated as FVTOCI and on currency translation adjustment are net of tax of nil for all periods presented.
27
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
15. | NON-CONTROLLING INTERESTS |
The continuity of non-controlling interests is summarized as follows:
Henan | Guangdong | Qinghai | ||||||||||||||||||||||
Henan Found | ZX/CX | Huawei | Yunxiang | Found | SX Gold | Found | Total | |||||||||||||||||
Balance, April 1, 2012 | $ | 44,838 | $ | 5,110 | $ | 3,782 | $ | 15,525 | $ | 2,197 | $ | 5,651 | $ | (83 | ) | $ | 77,020 | |||||||
Share of net income (loss) | 12,669 | (128 | ) | 2,572 | 348 | (4 | ) | (535 | ) | (90 | ) | 14,832 | ||||||||||||
Share of other comprehensive income (loss) | 537 | 63 | 74 | 201 | 37 | (21 | ) | - | 891 | |||||||||||||||
Distributions | (14,297 | ) | - | (951 | ) | - | - | - | - | (15,248 | ) | |||||||||||||
Disposition upon sale of a subsidiary | - | - | - | - | - | - | 173 | 173 | ||||||||||||||||
Balance, March 31, 2013 | $ | 43,747 | $ | 5,045 | $ | 5,477 | $ | 16,074 | $ | 2,230 | $ | 5,095 | $ | - | $ | 77,668 | ||||||||
Share of net income (loss) | 4,986 | (33 | ) | 961 | 5 | (83 | ) | (1,434 | ) | - | 4,402 | |||||||||||||
Share of impairment loss | - | (470 | ) | - | (11,271 | ) | - | - | - | (11,741 | ) | |||||||||||||
Share of other comprehensive income (loss) | 112 | - | 3 | 124 | 1 | (29 | ) | - | 211 | |||||||||||||||
Distributions | (5,537 | ) | - | (984 | ) | - | - | - | - | (6,521 | ) | |||||||||||||
Disposition upon sale of a subsidiary | 2,819 | (4,542 | ) | - | - | - | - | - | (1,723 | ) | ||||||||||||||
Balance, March 31, 2014 | $ | 46,127 | $ | - | $ | 5,457 | $ | 4,932 | $ | 2,148 | $ | 3,632 | $ | - | $ | 62,296 |
As at March 31, 2014, non-controlling interests in Henan Found, Henan Huawei, Yunxiang, Guangdong Found and SX Gold were 22.5%, 20%, 30%, 5% and 22.5%, respectively.
16. | RELATED PARTY TRANSACTIONS |
Related party transactions not disclosed elsewhere in the financial statements are as follows:
Due from related parties | March 31, 2014 | March 31, 2013 | |||
NUX (a) | $ | 48 | $ | 41 | |
Henan Non-ferrous Geology Bureau (b) | 20 | 50 | |||
Henan Xinhui Mining Co., Ltd. (g) | - | 32 | |||
$ | 68 | $ | 123 | ||
Due to related parties | March 31, 2014 | March 31, 2013 | |||
Parkside Management Ltd. (e) | 281 | - | |||
GRT (h) | - | 1,207 | |||
$ | 281 | $ | 1,207 |
(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 year ended March 31, 2014, the Company recovered $412 (year ended March 31, 2013 - $528) 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 a 22.5% equity interest holder of Henan Found. During the year ended March 31, 2014, Henan Found paid dividends of $5,537 (year ended March 31, 2013 - $14,297) to Henan Geology Bureau. |
(c) |
For the year ended March 31, 2014, the Company paid $347 (year ended March 31, 2013 - $389) consulting fees to McBrighton Consulting Ltd., a private consulting services company controlled by a director of the Company. |
28
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(d) |
For the year ended March 31, 2014, the Company paid $102 (year ended March 31, 2013 - $552) consulting fees to R. Feng Consulting Ltd., a private consulting services company controlled by a director of the Company. |
(e) |
For the year ended March 31, 2014, the Company paid $438 (year ended March 31, 2013 - $78) consulting fees to Parkside Management Limited, a private consulting services company controlled by a director of the Company. |
(f) |
The Company rents a Beijing office from a relative of a director and officer of the Company for $12 (RMB 74,712) per month. For the year ended March 31, 2014, total rents were $144 (year ended March 31, 2013 - $144). |
(g) |
Henan Xinhui Mining Co., Ltd. (“Henan Xinhui”) is a 20% equity interest holder of Henan Huawei. For the year ended March 31, 2014, Henan Huawei paid dividends of $984 (year ended March 31, 2013 - $951) to Henan Xinhui. |
(h) |
GRT Mining Investment (Beijing) Co., Ltd. (“GRT”), a private company controlled by a relative of a director and officer, is a 5% equity interest holder of Guangdong Found. During the year ended March 31, 2014, the Company repaid the balance of $1,207 that was owing to GRT as at March 31, 2013. |
Transactions with related parties are made on normal commercial terms and are considered to be at arm’s length. The balances with related parties are unsecured, non-interest bearing, and due on demand.
(i) | Compensation of key management personnel |
The remuneration of directors and other members of key management personnel, who are those having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, for the years ended March 31, 2014 and 2013 were as follows:
Year Ended March 31, | |||||
2014 | 2013 | ||||
Directors' fees | $ | 213 | $ | 241 | |
Salaries for key management personnel | 2,435 | 2,800 | |||
Share-based compensation | 988 | 2,176 | |||
$ | 3,636 | $ | 5,217 |
Salaries of key management personnel include consulting and management fees disclosed in note 16 (c) -(e). Share-based compensation expenses were measured at grant date fair value.
29
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
17. | COST OF SALES |
Cost of sales consists of:
Years Ended March 31, | |||||
2014 | 2013 | ||||
Direct mining and milling cost | $ | 47,920 | $ | 59,586 | |
Depreciation, amortization and depletion | 12,076 | 13,155 | |||
Write down of inventories | - | 348 | |||
Cost of sales | $ | 59,996 | $ | 73,089 |
18. | GENERAL AND ADMINISTRATIVE |
General and administrative expenses consist of:
Years Ended March 31, | |||||
General and administrative | 2014 | 2013 | |||
Office and administrative expenses | $ | 10,301 | $ | 10,841 | |
Amortization and depreciation | 1,460 | 1,433 | |||
Salaries and benefits | 7,739 | 8,463 | |||
Share-based compensation | 2,322 | 2,893 | |||
Professional fees | 2,602 | 2,104 | |||
$ | 24,424 | $ | 25,734 |
19. | OTHER TAXES |
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.
20. | FINANCE ITEMS |
Finance items consist of:
Years Ended March 31, | |||||
Finance income | 2014 | 2013 | |||
Interest income | $ | 3,185 | $ | 4,507 | |
Years Ended March 31, | |||||
Finance costs | 2014 | 2013 | |||
Unwinding of discount of environmental rehabilitation provision | $ | 132 | $ | 92 |
30
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
21. | INCOME TAX |
(a) Income tax expense
The Company’s Chinese subsidiaries are subject to income taxes on their taxable income as reported in their statutory accounts at a tax rate in accordance with the relevant tax laws applicable to Foreign Investment Enterprises (“FIEs”). On January 1, 2008, “The Law of the People’s Republic of China on Enterprise Income Tax” (the “Law”) became effective. Under the Law, both domestic companies and FIEs are subject to a unified tax rate of 25%. The Law eliminated the previous preferential tax treatment that is available to FIEs, but provided grandfathering of preferential tax treatments already in place as at January 1, 2008.
A summary of tax rate applicable to the Company’s Chinese subsidiaries’ calendar years are as follows:
Exempted from income tax | Tax rate: 12.5% | Tax rate: 25% | |
Henan Found | 2006 – 2007 | 2008 – 2010 | After 2010 |
Henan Huawei | 2007 – 2008 | 2009 – 2011 | After 2011 |
Yunxiang | N/A | N/A | Since acquisition |
Guangdong Found | N/A | N/A | Since acquisition |
Zhongxing | N/A | N/A | Since acquisition |
SX Gold | N/A | N/A | Since acquisition |
The significant components of income tax expense recognized in the statements of income are as follows:
Years Ended March 31, | ||||||
Income tax (recovery) expense | 2014 | 2013 | ||||
Current | $ | 5,714 | $ | 24,235 | ||
Deferred | (5,848 | ) | 4,966 | |||
$ | (134 | ) | $ | 29,201 |
The reconciliation of the Canadian statutory income tax rates to the effective tax rate are as follows:
Years ended March, 31 | ||||||
2014 | 2013 | |||||
Canadian statutory tax rate | 26.00% | 25.00% | ||||
(Loss) income before income taxes | $ | (48,490 | ) | $ | 71,244 | |
Income tax (recovery) expense computed at Canadian statutory rates | (12,607 | ) | 17,811 | |||
Foreign tax rates different from statutory rate | (1,242 | ) | (761 | ) | ||
Change in tax rates | (593 | ) | - | |||
Permanent items and other | 2,017 | 2,668 | ||||
Withholding taxes | 2,196 | 4,409 | ||||
Change in unrecognized deferred tax assets | 9,268 | 3,549 | ||||
Adjustments in respect of prior years | 95 | 95 | ||||
Other | 732 | 1,430 | ||||
$ | (134 | ) | $ | 29,201 |
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SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
British Columbia Provincial corporate tax rate increased from 10% to 11% in 2013. The growth in tax rates resulted in an overall increase in the Company's statutory tax rate from 25% to 26%.
(b) Deferred income tax
The continuity of deferred income tax assets (liabilities) is summarized as follows:
Years ended March, 31 | ||||||
2014 | 2013 | |||||
Net deferred income tax liabilities, beginning of the year | $ | (24,603 | ) | $ | (19,820 | ) |
Deferred income tax liabilities derecognized through disposition |
2,345 | - | ||||
Deferred income tax recovery (expense) recognized in net income for the year |
5,848 | (4,966 | ) | |||
Foreign exchange impact |
(126 | ) | 183 | |||
Net deferred income tax liabilities, end of the year | $ | (16,536 | ) | $ | (24,603 | ) |
The significant components of the Company’s deferred income tax are as follows:
March 31, 2014 | March 31, 2013 | |||||
Deferred income tax assets | ||||||
Plant and equipment |
$ | 364 | $ | 506 | ||
Non-capital loss carry forwards |
3,946 | - | ||||
Environmental rehabilitation |
1,455 | 1,076 | ||||
Other deductible temporary difference |
2,221 | 353 | ||||
Total deferred income tax assets | 7,986 | 1,935 | ||||
Deferred income tax liabilities | ||||||
Plant and equipment |
(162 | ) | (170 | ) | ||
Mineral rights and properties |
(23,977 | ) | (26,265 | ) | ||
Other taxable temporary difference |
(383 | ) | (103 | ) | ||
Total deferred income tax liabilities | (24,522 | ) | (26,538 | ) | ||
Net deferred income tax liabilities | $ | (16,536 | ) | $ | (24,603 | ) |
Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable profits is probable. The ability to realize the tax benefits is dependent upon numerous factors, including the future profitability of operations in the jurisdictions in which the tax benefits arose. Deductible temporary differences and unused tax losses for which no deferred tax assets have been recognized are attributable to the following:
March 31, 2014 | March 31, 2013 | ||||
Non-capital loss carry forward | $ | 64,955 | $ | 61,254 | |
Deductible temporary difference | 32,446 | 21,324 | |||
$ | 97,401 | $ | 82,578 |
32
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
Significant components of the deductible temporary difference which no deferred tax assets have been recognized are plant and equipment and mineral rights and properties.
As at March 31, 2014, the Company has the following net operating losses, expiring in various years to 2034 and available to offset future taxable income in Canada and China, respectively.
Canada | China | Total | ||||
2014 | $ | 1,471 | $ | - | $ | 1,471 |
2015 | 804 | 205 | 1,009 | |||
2016 | - | 638 | 638 | |||
2017 | - | 1,309 | 1,309 | |||
2018 | - | 5,884 | 5,884 | |||
2019 | - | 15,001 | 15,001 | |||
2026 | 1,785 | - | 1,785 | |||
2028 | 2 | - | 2 | |||
2029 | 4,500 | - | 4,500 | |||
2030 | 7,709 | - | 7,709 | |||
2031 | 11,472 | - | 11,472 | |||
2032 | 11,593 | - | 11,593 | |||
2033 | 9,083 | - | 9,083 | |||
2034 | 9,248 | - | 9,248 | |||
$ | 57,667 | $ | 23,037 | $ | 80,704 |
As at March 31, 2014, temporary differences of $122,529 (March 31, 2013 - $122,674) associated with the investments in subsidiaries have not been recognized as the Company is able to control the timing of the reversal of these differences which are not expected to reverse in the foreseeable future.
22. | CAPITAL DISCLOSURES |
The Company’s objectives of capital management are intended to safeguard the entity’s ability to support the Company’s normal operating requirement on an ongoing basis, continue the development and exploration of its mineral properties, and support any expansionary plans.
The capital of the Company consists of the items included in equity. Risk and capital management are primarily the responsibility of the Company’s corporate finance function and is monitored by the Board of Directors. The Company manages the capital structure and makes adjustments depending on economic conditions. Funds have been primarily secured through profitable operations and issuances of equity capital. The Company invests all capital that is surplus to its immediate needs in short-term, liquid and highly rated financial instruments, such as cash and other short-term deposits, all held with major financial institutions. Significant risks are monitored and actions are taken, when necessary, according to the Company’s approved policies.
23. | FINANCIAL INSTRUMENTS |
The Company manages its exposure to financial risks, including liquidity risk, foreign exchange rate risk, interest rate risk, credit risk and equity price risk in accordance with its risk management framework. The
33
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
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.
The following table sets forth the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy at March 31, 2014 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. As of March 31, 2014 and March 31, 2013, the Company did not have financial liabilities measured at fair value on a recurring basis.
Level 1 | Level 2 | Level 3 | Total | ||||||
Financial assets | |||||||||
Cash and cash equivalents | $ | 60,614 | $ | - | $ | - | $ | 60,614 | |
Common shares of publicly traded companies | 2,377 | - | - | 2,377 | |||||
Yongning Smelting Co. Ltd.(1) | - | - | - | - | |||||
Jinduicheng Xise (Canada) Co. Ltd.(1) | - | - | - | - | |||||
Warrants | - | 16 | - | 16 | |||||
(1) Level 3 fi nancial i nstrument |
Fair value of the other financial instruments excluded from the table above approximates their carrying amount as of March 31, 2014 and March 31, 2013, respectively.
Reconciliation of level 3 fair value measurement of financial assets is as follows:
Fair value through other comprehensive income | |||||||||
Yongning Smelting | Jinduicheng | Total | |||||||
Balance at April 1, 2012 | $ | 9,525 | $ | 22,050 | $ | 31,575 | |||
Other comprehensive loss arising on revaluation | - | (22,001 | ) | (22,001 | ) | ||||
Foreign exchange impact | 128 | (49 | ) | 79 | |||||
Balance at March 31, 2013 | $ | 9,653 | $ | - | $ | 9,653 | |||
Other comprehensive loss arising on revaluation | (9,651 | ) | - | (9,651 | ) | ||||
Foreign exchange impact | (2 | ) | - | (2 | ) | ||||
Balance at March 31, 2014 | $ | - | $ | - | $ | - |
34
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(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.
March 31, 2014 | March 31, 2013 | ||||
Within a year | |||||
Accounts payable and accrued liabilities | $ | 23,802 | $ | 29,285 | |
Dividends payable | 773 | 4,204 | |||
$ | 24,575 | $ | 33,489 |
(c) Foreign exchange risk
The Company undertakes transactions denominated in foreign currencies and is exposed to foreign exchange risk arising from such transactions.
The Company conducts its mining operations in China and thereby the majority of the Company’s assets, liabilities, revenues and expenses are denominated in RMB, which was tied to a basket of currencies of China’s largest trading partners.
The Company currently does not engage in foreign currency hedging, and the exposure of the Company’s financial assets and financial liabilities to foreign exchange risk is summarized as follows:
March 31, 2014 | March 31, 2013 | ||||
Financial assets denominated in U.S. Dollars | $ | 979 | $ | 14,432 | |
Financial assets denominated in Chinese RMB | $ | 57,358 | $ | 102,294 |
As at March 31, 2014, with other variables unchanged, a 1% strengthening (weakening) of the RMB against the USD would have increased (decreased) net income by approximately $1.3 million.
As at March 31, 2014, with other variables unchanged, a 1% strengthening (weakening) of the CAD against the USD would have decreased (increased) net income by approximately $0.01 million.
(d)Interest rate risk
Interest risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s cash equivalents and short term investments primarily includes highly liquid investments that earn interest at market rates that are fixed to maturity or at variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have significant impact on the fair values of the financial instruments as of March 31, 2014.
35
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(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 its major customers primarily in China engaged in the mining and milling of base and polymetallic metals. The historical level of customer defaults 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 March 31, 2014 is considered to be immaterial. There were no amounts in receivables which were past due at March 31, 2014 (at March 31, 2013 - $nil) for which no provision is recognized. The Company has recognized a provision for the remaining amount receivable of $4,295 from the sale of the XBG property (Note 27(a)) in the year ended March 31, 2014.
(f) 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 March 31, 2014, 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 $0.2 million.
24. | SEGMENTED INFORMATION |
Operating segments are components of the Company whose separate financial information is available and 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. In the current year, the Company revised its operating segments presentation to reflect the disposals in the current year and the oversight of its operations by the CODM. The prior year figures were restated to reflect the current year presentation. Detailed operating segments are summarized as follow:
Operational Segments | Subsidiaries Included in the Segment | Properties Included in the Segment |
Mining | ||
Henan Luoning |
Henan Found and Henan Huawei | Ying, TLP, HPG and LM |
Hunan |
Yunxiang | BYP |
Guangdong |
Guangdong Found | GC |
Other |
SX Gold, Zhongxing and 0875786 B.C. Ltd. | XHP, XBG and Silvertip |
Administrative | ||
Vancouver |
Silvercorp Metals Inc., BVI and Barbados' holding companies | RZY |
Beijing |
Silvercorp Metals (China) Inc. |
36
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(a) Segmented information for assets and liabilities are as follows:
March 31, 2014 | |||||||||||||||||||
Mining | Administrative | ||||||||||||||||||
Henan | Total | ||||||||||||||||||
Balance sheet items: | Luoning | Hunan | Guangdong | Other | Beijing | Vancouver | |||||||||||||
Current assets | $ | 32,805 | $ | 3,062 | $ | 4,287 | $ | 2,195 | $ | 626 | $ | 46,102 | $ | 89,077 | |||||
Plant and equipment | 44,231 | 6,070 | 41,079 | 8,591 | 1,528 | 377 | 101,876 | ||||||||||||
Mineral rights and properties | 127,865 | 7,555 | 109,470 | 21,158 | - | 210 | 266,258 | ||||||||||||
Investment in an associate | - | - | - | - | - | 3,715 | 3,715 | ||||||||||||
Other investments | - | - | - | - | - | 2,393 | 2,393 | ||||||||||||
Long-term prepaids and deposits | 1,606 | 184 | 2,013 | 188 | - | 9 | 4,000 | ||||||||||||
Total assets | $ | 206,507 | $ | 16,871 | $ | 156,849 | $ | 32,132 | $ | 2,154 | $ | 52,806 | $ | 467,319 | |||||
Current liabilities | $ | 19,562 | $ | 1,725 | $ | 4,407 | $ | 4,161 | $ | 79 | $ | 2,468 | $ | 32,402 | |||||
Deferred income tax liabilities | 15,534 | 580 | 422 | - | - | - | 16,536 | ||||||||||||
Environmental rehabilitation | 3,753 | 925 | 873 | 268 | - | - | 5,819 | ||||||||||||
Total liabilities | $ | 38,849 | $ | 3,230 | $ | 5,702 | $ | 4,429 | $ | 79 | $ | 2,468 | $ | 54,757 | |||||
March 31, 2013 | |||||||||||||||||||
Mining | Administrative | ||||||||||||||||||
Henan | Total | ||||||||||||||||||
Balance sheet items: | Luoning | Hunan | Guangdong | Other | Beijing | Vancouver | |||||||||||||
Current assets | $ | 65,478 | $ | 4,165 | $ | 4,221 | $ | 3,737 | $ | 244 | $ | 54,266 | $ | 132,111 | |||||
Plant and equipment | 40,597 | 4,823 | 39,884 | 15,474 | 1,641 | 1,098 | 103,517 | ||||||||||||
Mineral rights and properties | 103,742 | 56,893 | 93,959 | 61,855 | - | 229 | 316,678 | ||||||||||||
Investment in an associate | - | - | - | - | - | 6,523 | 6,523 | ||||||||||||
Other investments | 9,653 | - | - | - | - | 5,863 | 15,516 | ||||||||||||
Long-term prepaids and deposits | 1,169 | 242 | 378 | 78 | - | 10 | 1,877 | ||||||||||||
Total assets | $ | 220,639 | $ | 66,123 | $ | 138,442 | $ | 81,144 | $ | 1,885 | $ | 67,989 | $ | 576,222 | |||||
Current liabilities | $ | 22,639 | $ | 2,134 | $ | 10,468 | $ | 5,891 | $ | 187 | $ | 6,223 | $ | 47,542 | |||||
Deferred income tax liabilities | 9,969 | 12,325 | - | 2,309 | - | - | 24,603 | ||||||||||||
Environmental rehabilitation | 3,736 | 927 | 897 | 414 | - | - | 5,974 | ||||||||||||
Total liabilities | $ | 36,344 | $ | 15,386 | $ | 11,365 | $ | 8,614 | $ | 187 | $ | 6,223 | $ | 78,119 |
37
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(b)Segmented information for operating results are as follows:
Year ended March 31, 2014 | |||||||||||||||||||||||
Mining | Administrative | ||||||||||||||||||||||
Henan | Total | ||||||||||||||||||||||
Statement of operations: | Luoning | Hunan | Guangdong | Other | Beijing | Vancouver | |||||||||||||||||
Sales | $ | 100,337 | $ | 8,063 | $ | - | $ | - | $ | - | $ | - | $ | 108,400 | |||||||||
Cost of sales | (53,921 | ) | (6,075 | ) | - | - | - | - | (59,996 | ) | |||||||||||||
Gross profit | 46,416 | 1,988 | - | - | - | - | 48,404 | ||||||||||||||||
Operating (expenses) income | (12,768 | ) | (1,911 | ) | 38 | (5,446 | ) | (1,988 | ) | (8,995 | ) | (31,070 | ) | ||||||||||
Impairment loss | - | (49,606 | ) | - | (16,967 | ) | - | (2,304 | ) | (68,877 | ) | ||||||||||||
Finance items | 1,888 | (18 | ) | 30 | (4 | ) | 277 | 880 | 3,053 | ||||||||||||||
Income tax (expenses) recovery | (9,172 | ) | 11,934 | (429 | ) | (1 | ) | (2 | ) | (2,196 | ) | 134 | |||||||||||
Net income (loss) | $ | 26,364 | $ | (37,613 | ) | $ | (361 | ) | $ | (22,418 | ) | $ | (1,713 | ) | $ | (12,615 | ) | $ | (48,356 | ) | |||
Attributable to: | |||||||||||||||||||||||
Equity holders of the Company | 20,417 | (26,347 | ) | (278 | ) | (20,481 | ) | (1,713 | ) | (12,615 | ) | (41,017 | ) | ||||||||||
Non-controlling interests | 5,947 | (11,266 | ) | (83 | ) | (1,937 | ) | - | - | (7,339 | ) | ||||||||||||
Net income (loss) | $ | 26,364 | $ | (37,613 | ) | $ | (361 | ) | $ | (22,418 | ) | $ | (1,713 | ) | $ | (12,615 | ) | $ | (48,356 | ) | |||
Year ended March 31, 2013 | |||||||||||||||||||||||
Mining | Administrative | ||||||||||||||||||||||
Henan | Total | ||||||||||||||||||||||
Statement of operations: | Luoning | Hunan | Guangdong | Other | Beijing | Vancouver | |||||||||||||||||
Sales | $ | 170,859 | $ | 10,763 | $ | - | $ | - | $ | - | $ | - | $ | 181,622 | |||||||||
Cost of sales | (65,817 | ) | (7,272 | ) | - | - | - | - | (73,089 | ) | |||||||||||||
Gross profit | 105,042 | 3,491 | - | - | - | - | 108,533 | ||||||||||||||||
Operating expenses | (14,143 | ) | (2,232 | ) | (50 | ) | (2,055 | ) | (2,040 | ) | (21,184 | ) | (41,704 | ) | |||||||||
Finance items | 2,904 | 3 | 25 | 52 | 936 | 495 | 4,415 | ||||||||||||||||
Income tax expenses | (24,619 | ) | (156 | ) | - | (3 | ) | (14 | ) | (4,409 | ) | (29,201 | ) | ||||||||||
Net income (loss) | $ | 69,184 | $ | 1,106 | $ | (25 | ) | $ | (2,006 | ) | $ | (1,118 | ) | $ | (25,098 | ) | $ | 42,043 | |||||
Attributable to: | |||||||||||||||||||||||
Equity holders of the Company | 53,943 | 758 | (21 | ) | (1,343 | ) | (1,028 | ) | (25,098 | ) | 27,211 | ||||||||||||
Non-controlling interests | 15,241 | 348 | (4 | ) | (663 | ) | (90 | ) | - | 14,832 | |||||||||||||
Net income (loss) | $ | 69,184 | $ | 1,106 | $ | (25 | ) | $ | (2,006 | ) | $ | (1,118 | ) | $ | (25,098 | ) | $ | 42,043 |
38
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
(c) Sales by metal
The sales generated for the years ended March 31, 2014 and 2013 comprise:
Year Ended March 31, 2014 | |||||||
Henan Luoning | Hunan | Total | |||||
Silver (Ag) | $ | 64,453 | $ | - | $ | 64,453 | |
Gold (Au) | 3,334 | 7,909 | 11,243 | ||||
Lead (Pb) | 27,927 | - | 27,927 | ||||
Zinc (Zn) | 4,623 | 154 | 4,777 | ||||
$ | 100,337 | $ | 8,063 | $ | 108,400 | ||
Year Ended March 31, 2013 | |||||||
Henan Luoning | Hunan | Total | |||||
Silver (Ag) | $ | 117,124 | $ | - | $ | 117,124 | |
Gold (Au) | 4,815 | 10,605 | 15,420 | ||||
Lead (Pb) | 41,689 | - | 41,689 | ||||
Zinc (Zn) | 7,231 | 158 | 7,389 | ||||
$ | 170,859 | $ | 10,763 | $ | 181,622 |
(d) Major customers
For the year ended March 31, 2014, three major customers (year ended March 31, 2013 - two) accounted for 12%, 23% and 38%, (year ended March 31, 2013 - 21% and 52%) and collectively 73% (year ended March 31, 2013 - 73%) of the total sales of the Company.
25. | 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 | $ | 6,768 | $ | 927 | $ | 3,719 | $ | 2,122 | |
Commitments | $ | 6,867 | $ | 449 | $ | - | $ | 6,418 |
As of March 31, 2014, the Company has two office rental agreements totaling $6,768 for the next nine years and commitments of $6,867 related to the GC property.
Due to the size, complexity and nature of the Company’s operations, various legal and tax matters arise in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. As at March 31, 2014 and 2013, no contingent liabilities were accrued.
39
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
26. | SUPPLEMENTARY CASH FLOW INFORMATION |
March 31, 2014 | March 31, 2013 | ||||
Cash on hand and at bank | $ | 25,048 | $ | 40,511 | |
Bank term deposits and GICs | 35,566 | 31,772 | |||
Total cash and cash equivalents | $ | 60,614 | $ | 72,283 |
Years Ended March 31, | ||||||
Net change in non-cash working capital | 2014 | 2013 | ||||
Trade and other receivables |
$ | (2,593 | ) | $ | 11,173 | |
Inventories |
1,148 | (69 | ) | |||
Prepaids and deposits |
(1,255 | ) | 1,245 | |||
Accounts payable and accrued liabilities |
7,927 | (2,716 | ) | |||
Income tax payable |
- | 226 | ||||
Deposits received |
(4,494 | ) | 4,018 | |||
Due to related parties |
273 | (619 | ) | |||
$ | 1,006 | $ | 13,258 | |||
Non-cash transactions: | ||||||
Additions of plant and equipment included in accounts payable and accrued liabilities |
$ | - | $ | 6,061 | ||
Capital expenditures of mineral rights and properties included in accounts payable and accrued liabilities |
$ | - | $ | 2,198 |
27. | DISPOSITION OF SUBSIDIARIES AND ASSETS |
(a) Disposal of ZX
During the year ended March 31, 2014, the Company entered into a share transfer agreement (“the Agreement”) with an arm’s length private Chinese company. Pursuant to the Agreement, the Company’s subsidiary, Henan Found sold its 90% equity interest in ZX for $12.5 million (RMB 76 million). ZX’s main assets are the XBG property and its associated surface facilities. The total net assets disposed of are as follows:
ZX | |||
Cash consideration received (RMB 50 million) | $ | 8,164 | |
Cash and cash equivalents | $ | 4 | |
Trade and other receivables | 12 | ||
Inventories | 78 | ||
Prepaids and deposits | 86 | ||
Plant and equipment | 4,471 | ||
Mineral rights and properties | 12,500 | ||
Accounts payable and accrued liabilities | (532 | ) | |
Deferred income tax liabilities | (2,345 | ) | |
Environmental rehabilitation | (142 | ) | |
Accumulated comprehensive income | (289 | ) | |
Net assets disposed of | $ | 13,843 | |
90% of net assets disposed of | $ | 12,459 | |
Loss on disposal of mineral rights and properties | $ | (4,295 | ) |
The Company recognized an impairment charge of $1,554 on the XBG property as part of the fair value assessment on ZX’s assets and liabilities when they were held for sale.
40
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
The Company has written-off the remaining receivable from the sale and recognized a loss of $4,295 on disposal of mineral rights and properties as the Company does not believe the buyer will pay the remaining consideration of $4,295 (RMB 26 million) which is overdue pursuant to the terms of the agreement.
(b) Disposal of Silvertip
During the year ended March 31, 2014, the Company entered into a purchase agreement with an arm’s length private Canadian company. Pursuant to the purchase agreement, the Company’s subsidiary, 0875786 B.C. Ltd. sold its 100% ownership of the Silvertip property and its related assets for $14.8 million (CAD $15.5 million). As of March 31, 2014, the Company had completed the transaction and had received the full payment of $14.8 million. The assets disposed of are as follows:
Silvertip | |||
Cash consideration received (CAD 15.5 million) | $ | 14,844 | |
Long-term prepaids and deposits | $ | 77 | |
Plant and equipment | 1,418 | ||
Mineral rights and properties | 13,530 | ||
Total assets disposed of | $ | 15,025 | |
Loss on disposal of mineral rights and properties | $ | (181 | ) |
The long-term prepaids and deposits and plant and equipment were disposed without gain or loss. The Company recognized an impairment charge of $15,413 on the Silvertip property as part of the fair value assessment when it was held for sale. Additional loss of $181 was recognized in loss on disposal of mineral rights and properties when the transaction was completed.
(c) Disposal of Fortress and Qinghai Found
On March 28, 2013, the Company received cash consideration of $3,490 from NUX in accordance with the terms of a project agreement dated December 14, 2012. As part of the project agreement, NUX has acquired the Company’s 100% owned subsidiary, Fortress Mining Inc. (“Fortress”) and 82% owned subsidiary Qinghai Found Mining Co., Ltd. (“Qinghai Found”) for a cash consideration of $3,490.
41
SILVERCORP METALS INC. |
Notes to Consolidated Financial Statements |
(Expressed in thousands of U.S. dollars, unless otherwise stated) |
The main asset of Fortress and Qinghai Found is the RZY property located in Qinghai Province, China. The Company owns 67% of the RZY property through Qinghai Found (“RZY Interest”). According to the project agreement, the Company retained 20% of the RZY Interest upon the completion of the transaction. The total net assets disposed of are as follows:
Fortress and Qinghai Found | |||
Cash consideration received | $ | 3,490 | |
Cash | $ | 1,502 | |
Accounts receivable | 227 | ||
Plant and equipment | 69 | ||
Mineral rights and properties | 1,167 | ||
Accounts payable and accrued liabilities | (72 | ) | |
Accumulated other comprehensive income | (220 | ) | |
Non-controlling interests | 173 | ||
Net assets disposed of | $ | 2,846 | |
Gain on disposal of mineral rights and properties | $ | 644 |
A gain of $644 was recognized by the Company as gain on disposal of mineral rights and properties since it represents the premium NUX paid to acquire the RZY property.
42
This ‘40-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
7/30/15 | ||||
12/1/14 | ||||
8/31/14 | ||||
Filed on: | 6/30/14 | 6-K | ||
5/21/14 | ||||
5/6/14 | ||||
For Period End: | 3/31/14 | 6-K | ||
1/1/14 | ||||
12/31/13 | 6-K | |||
9/15/13 | ||||
8/31/13 | ||||
4/1/13 | ||||
3/31/13 | 40-F, 6-K, 6-K/A | |||
3/28/13 | ||||
1/29/13 | 6-K | |||
1/1/13 | ||||
12/14/12 | 6-K | |||
7/1/12 | ||||
4/1/12 | ||||
1/1/08 | ||||
List all Filings |