EX-99.3 4 exhibit99-3.htm UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL QUARTER ENDED JUNE 30, 2010 Exhibit 99.3

Exhibit 99.3


 


SILVERCORP METALS INC.

CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
Unaudited Interim Consolidated Financial Statements

(Expressed in thousands of US dollars, unless otherwise stated)

 

 





Notice to Readers of the Unaudited Interim Consolidated Financial Statements
For the three months ended June 30, 2010

 

The unaudited interim consolidated financial statements of Silvercorp Metals Inc. (the “Company”) for the three months ended June 30, 2010 (“Financial Statements”) have been prepared by management. The Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2010 which are available at the SEDAR website at www.sedar.com. The Financial Statements are stated in terms of thousands of U.S. dollars, unless otherwise indicated, and are prepared in accordance with Canadian generally accepted accounting principles.





SILVERCORP METALS INC.
Unaudited Consolidated Balance Sheets
(Expressed in thousands of U.S. dollars)

 

  Notes   June 30, 2010     March 31, 2010  
ASSETS              
 
Current Assets              
Cash and cash equivalents   $ 47,496   $ 50,618  
Short term investments     58,590     44,041  
Amounts receivable, prepaids and deposits     2,404     2,474  
Inventories 3   2,714     3,175  
Current portion of future income tax assets     96     112  
Amounts due from related parties 11   149     138  
      111,449     100,558  
 
Long term prepaids and deposits     830     505  
Long term investments 4   14,224     14,838  
Restricted cash     75     78  
Plant and equipment 5   29,295     29,024  
Mineral rights and properties 6   135,075     133,248  
Future income tax assets     690     1,203  
    $ 291,638   $ 279,454  
 
LIABILITIES              
 
Current Liabilities              
Accounts payable and accrued liabilities   $ 11,478   $ 7,504  
Deposits received     3,370     6,737  
Bank loan and notes payable 7   -     1,465  
Current portion of asset retirement obligations 8   298     292  
Dividends payable 10(c)   3,109     3,238  
Income tax payable     2,030     1,658  
      20,285     20,894  
 
Future income tax liabilities     19,602     19,475  
Asset retirement obligations 8   2,408     2,357  
      42,295     42,726  
 
Non-controlling interest 9   26,460     21,738  
 
SHAREHOLDERS' EQUITY              
 
Share capital 10   148,805     145,722  
Contributed surplus     4,559     4,702  
Reserves     31,893     31,893  
Accumulated other comprehensive income     8,871     14,910  
Retained earnings     28,755     17,763  
      222,883     214,990  
 
    $ 291,638   $ 279,454  
Commitments 15        

Approved on behalf of the Board:

(Signed) Robert Gayton
Director

(Signed) Rui Feng
Director

See accompanying notes to unaudited interim consolidated financial statements

1




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

 

      Three months ended June 30,  
 
  Notes   2010     2009  
 
Sales   $ 36,729   $ 22,571  
 
Cost of sales     8,664     4,972  
Amortization and depletion     1,527     929  
      10,191     5,901  
 
Gross profit     26,538     16,670  
 
Expenses              
Accretion of asset retirement obligations 8   40     30  
Amortization     144     202  
Foreign exchange gain     (544 )   (1,516 )
General exploration and property investigation expenses     1,325     2,307  
Impairment charges and bad debt     -     777  
Investor relations     85     71  
General and administrative     4,224     2,725  
Professional fees     237     575  
      5,511     5,171  
      21,027     11,499  
Other income and expenses              
Equity loss on investment in NUX 4(a)   (38 )   (82 )
Gain on disposal of mineral rights and properties 6   537     -  
Loss on disposal of plant and equipment     -     (256 )
Interest expenses     (20 )   (7 )
Loss on held-for-trading securities     (49 )   -  
Interest income     265     245  
Other income     112     160  
      807     60  
 
Income before income taxes and non-controlling interest     21,834     11,559  
Income tax expense (recovery)              
Current     2,717     1,578  
Future     535     (186 )
      3,252     1,392  
 
Income before non-controlling interest     18,582     10,167  
 
Non-controlling interest 9   (4,481 )   (2,680 )
 
Net income   $ 14,101   $ 7,487  
 
Basic earnings per share   $ 0.09   $ 0.05  
Diluted earnings per share   $ 0.09   $ 0.05  
Weighted Average Number of Shares Outstanding - Basic     164,673,791     161,587,001  
Weighted Average Number of Shares Outstanding - Diluted     165,563,545     162,915,490  

See accompanying notes to unaudited interim consolidated financial statements

2




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

 

Three months ended June 30,
    2010     2009  
 
Net income for the period $ 14,101   $ 7,487  
Other comprehensive income (loss)            
Unrealized loss on available for sale securities, net of taxes   (293 )   -  
Reclassification adjustment for loss included in income, net of taxes   -     195  
Foreign exchange impact   (5,746 )   7,767  
Other comprehensive income (loss)   (6,039 )   7,962  
Comprehensive income $ 8,062   $ 15,449  

See accompanying notes to unaudited interim consolidated financial statements

3




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

 

      Three months ended June 30,  
  Notes   2010     2009  
Cash provided by (used in)              
Operating activities              
Net income for the period   $ 14,101   $ 7,487  
Add (deduct) items not affecting cash :              
Accretion of asset retirement obligations     40     30  
Amortization and depletion     1,671     1,131  
Equity investment loss     38     82  
Future income tax expenses (recovery)     535     (186 )
Impairment charges and bad debt     -     777  
Loss on held-for-trading securities     49     -  
Gain on disposal of mineral properties     (537 )   -  
Loss on disposal of plant and equipment     -     256  
Non-controlling interest     4,481     2,680  
Stock-based compensation     780     391  
Unrealized foreign exchange loss (gain)     327     (1,516 )
Changes in non-cash operating working capital 16   1,697     (747 )
Cash provided by operating activities     23,182     10,385  
 
Investing activities              
Mineral rights and properties              
Acquisition and capital expenditures     (5,655 )   (2,173 )
Proceeds on disposals     537     -  
Plant and equipment              
Acquisition     (783 )   (389 )
Net redemption (purchase) of short term investments     (15,375 )   4,053  
Prepayments to acquire plant and equipment     (812 )   (420 )
Cash provided by (used in) investing activities     (22,088 )   1,071  
 
Financing activities              
Advance to related parties, net of repayments received     (13 )   (21 )
Bank loan and notes payable              
Proceeds     -     2,928  
Repayments     (1,473 )   (658 )
Cash dividends distributed     (3,200 )   (2,770 )
Capital stock              
Proceeds from issuance of common shares     1,188     -  
Cash used in financing activities     (3,498 )   (521 )
 
Effect of exchange rate changes on cash and cash equivalents     (718 )   1,339  
 
Increase (decrease) in cash and cash equivalents     (3,122 )   12,274  
 
Cash and cash equivalents, beginning of period     50,618     41,470  
 
Cash and cash equivalents, end of period   $ 47,496   $ 53,744  
 
Supplementary cash flow information 16            

See accompanying notes to unaudited interim consolidated financial statements

4




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

 

  Share capital                                
                            Accumulated              
                            other     Retained        
    Number of           Contributed           comprehensive     earnings        
    shares     Amount     surplus     Reserves     income (loss)     (deficit)     Total equity  
Balance, March 31, 2009   161,587,001   $ 135,604   $ 3,764   $ 31,893   $ (10,167 ) $ (8,648 ) $ 152,446  
Stock-based compensation   -     -     391     -     -     -     391  
Reclassification adjustment for losses included in income   -     -     -     -     195     -     195  
Cash dividends declared and distributed   -     -     -     -     -     (2,770 )   (2,770 )
Net income for the period   -     -     -     -     -     7,487     7,487  
Foreign exchange impact   -     -     -     -     7,767     -     7,767  
Balance, June 30, 2009   161,587,001     135,604     4,155     31,893     (2,205 )   (3,931 )   165,516  
Options exercised   1,643,416     2,286     (976 )   -     -     -     1,310  
Shares issued for property   1,200,000     7,832     -     -     -     -     7,832  
Stock-based compensation   -     -     1,523     -     -     -     1,523  
Unrealized gain on available for sale securities   -     -     -     -     328     -     328  
Cash dividends declared and distributed   -     -     -     -     -     (9,366 )   (9,366 )
Net income for the period   -     -     -     -     -     31,060     31,060  
Foreign exchange impact   -     -     -     -     16,787     -     16,787  
Balance, March 31, 2010   164,430,417     145,722     4,702     31,893     14,910     17,763     214,990  
Options exercised   298,874     1,956     (768 )   -     -     -     1,188  
Shares issued for 10% interest of Henan Huawei (note 9)   163,916     1,127     (155 )   -     -     -     972  
Stock-based compensation   -     -     780     -     -     -     780  
Unrealized loss on available for sale securities   -     -     -     -     (293 )   -     (293 )
Cash dividends declared and distributed   -     -     -     -     -     (3,109 )   (3,109 )
Net income for the period   -     -     -     -     -     14,101     14,101  
Foreign exchange impact   -     -     -     -     (5,746 )   -     (5,746 )
Balance, June 30, 2010   164,893,207   $ 148,805   $ 4,559   $ 31,893   $ 8,871   $ 28,755   $ 222,883  

See accompanying notes to unaudited interim consolidated financial statements

5




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

 

1. NATURE OF OPERATIONS

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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) for interim financial information and follow the same accounting policies and methods set out in Note 2 to the audited consolidated financial statements for the year ended March 31, 2010. Accordingly, they do not include all the information and footnotes required by Canadian GAAP for complete financial statements. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended March 31, 2010. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows have been included. Operating results for the three months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ending March 31, 2011.

These unaudited consolidated financial statements include the accounts of Silvercorp Metals Inc. and its wholly owned subsidiaries: Silvercorp Metals China Inc., Fortune Mining Limited, Fortune Copper Limited, Fortress Mining Inc., Fortune Gold Mining Limited, Victor Resources Ltd., Victor Mining Ltd., Yangtze Mining Ltd., Yangtze Mining (H.K.) Ltd., 0875786 B.C. Ltd., 82% owned subsidiary, Qinghai Found Mining Company Ltd. (“Qinghai Found”), 80% owned subsidiary, Henan Huawei Mining Co. Ltd. (“Henan Huawei”, also see Note 6&9), 77.5% owned subsidiary, Henan Found Mining Co. Ltd. (“Henan Found”), and 95% owned subsidiaries, Anhui Yangtze Mining Co. Ltd. and Guangdong Found Mining Co. Ltd.

All significant inter-company transactions and accounts have been eliminated upon consolidation.

(b) New Canadian Accounting Pronouncements

(i) Convergence with IFRS

In February 2008, the Canadian Accounting Standards Board confirmed that publicly accountable enterprises will be required to adopt International Financial Reporting Standards (“IFRS”) for fiscal years beginning on or after January 1, 2011, with early adoptions permitted. Accordingly, the Company plans to adopt IFRS for fiscal years beginning April 1, 2011. The Company’s first IFRS financial statements will be its interim financial statements for the first quarter of 2012 with an opening balance sheet date of April 1, 2011, which will require restatement of comparative information presented.

Page 6




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

The conversion to IFRS will impact the Company’s accounting policies, information technology and data systems, internal control over financial reporting, and disclosure controls and procedures. The transition may also impact business activities, such as certain contractual arrangements, debt covenants, capital requirements and compensation arrangements.

(ii) Business combinations and related sections

In January 2009, the CICA issued Section 1582 “Business Combinations” to replace Section 1581. The new standard effectively harmonizes the business combinations standard under Canadian GAAP with IFRS. The new standard revises guidance on the determination of the carrying amount of the assets acquired and liabilities assumed, goodwill and accounting for non-controlling interests at the time of a business combination.

The CICA concurrently issued Section 1601 “Consolidated Financial Statements” and Section 1602 “Non-controlling Interests”, which replace Section 1600 “Consolidated Financial Statements”. Section 1601 provides revised guidance on the preparation of consolidated financial statements and Section 1602 addresses accounting for non-controlling interests in consolidated financial statements subsequent to a business combination.

The new standards will become effective on January 1, 2011 with early adoption available. The Company did not adopt these new standards but continues to evaluate the attributes of early adoption of these standards and their potential effects.

(iii) Multiple deliverable revenue arrangements

In December 2009, the EIC issued EIC Abstract 175, “Multiple Deliverable Revenue Arrangements”. This EIC addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how such a multiple deliverable revenue arrangement consideration should be measured and allocated to the separate units of accounting. This EIC should be applied prospectively and should be applied to revenue arrangements with multiple deliverables entered into or materially modified in the first annual fiscal period beginning on or after January 1, 2011. Early adoption is permitted. The Company did not early adopt this EIC and upon adoption does not expect it to have a material impact on the Company’s consolidated financial statements.

Page 7




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

 

3. INVENTORIES

Inventories consisted of the following:

    June 30, 2010     March 31, 2010  
Direct smelting ore and stockpile ore $ 326   $ 585  
Concentrate inventory   470     855  
Total stockpile   796     1,440  
Material and supplies   1,918     1,735  
  $ 2,714   $ 3,175  

The amounts of inventory recognized as expenses during the three months ended June 30, 2010 and 2009 were equivalent to the sum of cost of sales and amortization and depletion in the respective periods.

4. LONG TERM INVESTMENTS

 

      June 30, 2010     March 31, 2010  
Equity investments with significant influence              
New Pacific Metals Corp. (a) $ 5,807   $ 6,103  
 
Equity investments: Available-for-sale              
Luoyang Yongning Smelting Co. Ltd.     6,930     6,886  
Marketable securities (b)   1,487     1,849  
    $ 14,224   $ 14,838  

(a) New Pacific Metals Corp. (“NUX”)

New Pacific Metals Corp. is a Canadian public company listed on the TSX Venture Exchange with a trading symbol “NUX”. As at June 30, 2010, the Company owned 7,400,000 common shares (June 30, 2009 - 7,400,000 common shares) of NUX, representing an ownership interest of 23.2% (March 31, 2010 - 23.4%). NUX is a related party of the Company by way of common director and officers.

Page 8




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

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

                Value of NUX's  
                common shares per  
    Number of shares     Amount     quoted market price  
Balance, March 31, 2009   7,400,000   $ 5,285   $ 5,285  
Equity in loss of investee company         (424 )      
Impact of foreign currency translation         1,242        
Balance, March 31, 2010   7,400,000     6,103     5,028  
Equity in loss of investee company         (38 )      
Impact of foreign currency translation         (258 )      
Balance, June 30, 2010   7,400,000   $ 5,807   $ 5,303  

(b) Available-for-sale marketable securities

Available-for-sale marketable securities represented the Company’s equity investments in publicly traded companies with no significant influence. The following schedule summarizes these marketable securities:

As at and for the period ended June 30, 2010:

    Fair value     Cost     Accumulated changes in market value  
Marketable securities $ 1,487   $ 1,603   $ (116 )
 
As at and for the period ended March 31, 2010:        
 
    Fair value     Cost     Accumulated changes in market value  
Marketable securities $ 1,849   $ 1,603   $ 246  

 

5. PLANT AND EQUIPMENT

Plant and equipment consist of:

          June 30, 2010                 March 31, 2010        
    Cost     Accumulated Depreciation, Disposition and Impairment Charges     Net BookValue     Cost     Accumulated Depreciation Disposition and Impairment Charges     Net Book Value  
Building $ 20,178   $ (1,742 ) $ 18,436   $ 19,776   $ (1,510 ) $ 18,266  
Office equipment and furniture   1,372     (630 )   742     1,421     (652 )   769  
Machinery   9,051     (1,787 )   7,264     8,759     (1,525 )   7,234  
Motor vehicle   2,100     (942 )   1,158     1,979     (843 )   1,136  
Land use right   956     (27 )   929     949     (22 )   927  
Leasehold improvement   320     (123 )   197     335     (112 )   223  
Construction in process   569     -     569     469     -     469  
  $ 34,546   $ (5,251 ) $ 29,295   $ 33,688   $ (4,664 ) $ 29,024  

Page 9




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

 

6. MINERAL RIGHTS AND PROPERTIES

Mineral rights and properties consisted of the following:

    Ying     HPG     TLP     LM     GC & SMT     Silvertip     Total  
Balance, March 31, 2009 $ 23,457   $ -   $ -   $ -   $ 65,956   $ -   $ 89,413  
Acquisition   -     -     -     -     -     15,217     15,217  
Capitalized expenditures   6,687     1,195     4,466     1,200     1,093     -     14,641  
Depletion   (2,508 )   (45 )   (33 )   (23 )   -     -     (2,609 )
Impact of foreign currency translation   32     -     -     -     16,000     554     16,586  
Balance, March 31, 2010   27,668     1,150     4,433     1,177     83,049     15,771     133,248  
Acquisition   -     400     -     566     -     -     966  
Capitalized expenditures   3,012     332     1,298     526     64     527     5,759  
Depletion   (836 )   (43 )   (43 )   (21 )   -     -     (943 )
Impact of foreign currency translation   193     12     37     14     (3,525 )   (686 )   (3,955 )
Balance, June 30, 2010 $ 30,037   $ 1,851   $ 5,725   $ 2,262   $ 79,588   $ 15,612   $ 135,075  

Although the Company has taken steps to verify title to the mineral properties in which it, through its subsidiaries, has an interest, in accordance with industry standards for the stage of exploration of such properties, those procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

HPG and LM properties are held through the Company’s subsidiary Henan Huawei. In May 2010, the Company acquired an additional 10% beneficial interest of Henan Huawei (also see note 9). The transaction increased the Company’s interest in HPG and LM properties from 70% to 80%.

During the year ended March 31, 2009, the Nabao project, originally acquired in June 2007, was written off as a result of unfavorable exploration results. During the year ended March 31, 2010, the Company entered into an agreement to dispose of the Nabao project, consisting of three exploration permits, for $732 (RMB¥5.0 million) to a third party. Cash payments of $586 (RMB¥4.0 million) was received as of June 30, 2010. In May 2010, two of the three exploration permits were transferred to the buyer. A total gain of $537 was recognized on the disposition of these two exploration permits. The transfer of the third exploration permit was still in progress at June 30, 2010.

7. BANK LOAN AND NOTES PAYABLE

On June 16, 2010, bank loan balance of $1,465 carried from March 31, 2010 plus accrued interest was fully repaid. As at June 30, 2010, the Company did not have any outstanding bank loan and notes payable balance.

Page 10




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

 

8. ASSET RETIREMENT OBLIGATIONS

The following table presents the reconciliation of the beginning and ending obligations associated with the site restoration of the mineral properties:

    Current portion     Long term portion     Total  
Balance, March 31, 2009 $ -   $ 2,029   $ 2,029  
ARO revision   292     200     492  
Accretion on ARO   -     125     125  
Foreign exchange impact   -     3     3  
Balance, March 31, 2010   292     2,357     2,649  
Accretion on ARO   4     36     40  
Foreign exchange impact   2     15     17  
Balance, June 30, 2010 $ 298   $ 2,408   $ 2,706  

 

9. NON CONTROLLING INTERESTS

The continuity of non controlling interests is summarized as follows:

    Henan Found     Guangdong Found     Total  
Balance, March 31, 2009 $ 7,225   $ 385   $ 7,610  
Operation sharing for the year   13,189     149     13,338  
Foreign exchange impact   128     662     790  
Balance, March 31, 2010   20,542     1,196     21,738  
Operation sharing for the period   4,503     (22 )   4,481  
Foreign exchange impact   281     (40 )   241  
Balance, June 30, 2010 $ 25,326   $ 1,134   $ 26,460  

In May 2010, the Company acquired an additional10% beneficial interest in Henan Huawei from the non-controlling interest shareholder for consideration of $1,127 which was paid by the Company through the issuance of 163,916 of the Company’s common shares. The common share was valued at $6.876 per share, using the average closing price on the New York Stock Exchange for the two trading days before and two trading days after the control was obtained.

Page 11




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

The increase of the Company’s ownership in Henan Huawei from 70% to 80% has been accounted for using the purchase method. The allocation of the purchase cost to the assets acquired and liabilities assumed is based upon estimated fair values at the time of acquisition. The actual fair value for the assets acquired and liabilities assumed will be determined in future periods. As a result, the purchase price allocation may be subject to change. The preliminary assessment of the fair value of the assets acquired and liabilities assumed as a result of the Company’s 10% increase in the ownership of Henan Huawei are as follows:

Purchase price comprised of:

163,916 shares issued at $6.876 per share $ 1,127  
 
Net working capital $ (151 )
Plant and equipment   144  
Mineral rights and properties   1,229  
Assets retirement obligations   (95 )
  $ 1,127  

As at June 30, 2010, non-controlling interests in Henan Found, Henan Huawei, Qinghai Found and Guangdong Found were 22.5%, 20%, 12% and 5%, respectively (March 31, 2010 – 22.5%, 30%, 12% and 5%, respectively).

10. SHARE CAPITAL

 

(a) Authorized

Unlimited number of common shares without par value.

Page 12




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

 

(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, March 31, 2009   3,524,703   $ 3.65  
Options granted   1,546,500     3.95  
Options exercised   (1,643,416 )   0.83  
Options forfeited   (223,104 )   5.97  
Balance, March 31, 2010   3,204,683     5.08  
Options granted   262,000     7.40  
Options exercised   (298,874 )   4.09  
Options forfeited   (75,834 )   5.66  
Balance, June 30, 2010   3,091,975   $ 5.37  

During the three months ended June 30, 2010, a total of 262,000 options with a life of five years were granted to directors, officers, and employees at an exercise price of CAD$7.40 per share subject to a vesting schedule over three-year term with 8.333% options vesting every three months.

The following is the summary of assumptions used to estimate the fair value of each option granted using the Black-Scholes option pricing model.

    Three months ended June 30,  
    2010     2009  
Risk free interest rate   2.18% to 3.20%     1.18% to 1.86%  
Expected life of options in years   2 to 5 years     2 to 5 years  
Expected volatility   72% to 85%     73% to 84%  
Expected dividend yield   1%     3%  

The weighted average grant date fair value of options granted during the three months ended June 30, 2010 was CAD$3.80 (three months ended June 30, 2009 - CAD$1.23). For the three months ended June 30, 2010, a total of $780 (three months ended June 30, 2009 - $391) in stock-based compensation expenses was recorded and included in the general and administrative expenses on the consolidated statements of operations.

Page 13




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

The following table summarizes information about stock options outstanding as at June 30, 2010:

Exercise Number of options Weighted average Weighted average Number of options Weighted average
price in outstanding remaining contractual exercise price in exercisable exercise price in
CAD$ at June 30, 2010 life (YRS) CAD$ at June 30, 2010 CAD$
$        5.99 10,000 0.01 $        5.99 10,000 $        5.99
4.32 118,899 1.06 4.32 118,899 4.32
6.74 614,400 1.78 6.74 563,075 6.74
6.95 90,000 2.26 6.95 82,500 6.95
9.05 101,700 2.55 9.05 76,275 9.05
7.54 50,000 2.87 7.54 33,333 7.54
5.99 387,994 3.00 5.99 208,828 5.99
3.05 128,000 3.26 3.05 58,000 3.05
2.65 915,982 3.80 2.65 241,981 2.65
7.00 413,000 4.52 7.00 34,417 7.00
7.40 262,000 4.80 7.40 7,500 7.40
2.65-9.05 3,091,975 3.24 5.37 1,434,808 5.75

 

(c) Cash Dividends Declared and Distributed

During the three months ended June 30, 2010, quarterly cash dividends of CAD$0.02 (three month ended June 30, 2009, $0.02) per share, totaling $3,109 (three months ended June 30, 2009, $2,770) was declared. The full amount was subsequently paid on July 21, 2010.

11. RELATED PARTY TRANSACTIONS

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

Amount due from related parties   June 30, 2010     March 31, 2010  
New Pacific Metals Corp. (a) $ 149   $ 136  

 

    Three months ended June 30,  
Transactions with related parties   2010     2009  
New Pacific Metals Corp. (a) $ 59   $ 35  
Quanfa Exploration Consulting Services Ltd. (b)   -     88  
McBrighton Consulting Ltd.(c)   55     44  
R. Feng Consulting Ltd. (d)   82     82  
  $ 196   $ 249  

 

(a)

New Pacific Metals Corp. is a publicly traded company with director and officers in common with the Company. Further to a services and administrative costs reallocation agreement between the Company and NUX, the Company will recover costs for services rendered to NUX and expenses incurred on behalf of NUX. During the three months ended June 30, 2010, the Company recovered $59 (three months ended June 30, 2009 - $35) 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 operations.

Page 14




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)
 
(b)

Quanfa Exploration Consulting Services Ltd. (“Quanfa”) is a private company with majority shareholders and management from the senior management of Henan Found and Henan Huawei. During the three months ended June 30, 2010, the Company paid $nil (three months ended June 30, 2009 - $88) to Quanfa for its consulting services provided.

 
(c)     

During the three months ended June 30, 2010, the Company paid $55 (three months ended June 30, 2009 - $44) to McBrighton Consulting Ltd., a private company controlled by a director of the Company for consulting services.

 
(d)     

During the three months ended June 30, 2010, the Company paid $82 (three months ended June 30, 2009 - $82) to R. Feng Consulting Ltd., a private company controlled by a director of the Company for consulting services.

The transactions with related parties during the period were measured at the exchange amount, which was the amount of consideration established and agreed by the parties. The balances with related parties were unsecured, non-interest bearing, and due on demand.

12. CAPITAL DISCLOSURES

The Company’s capital management objectives are intended to safeguard Silvercorp’s ability to support the Company’s normal operating requirement on an ongoing basis, continues the development and exploration of its mineral properties, and supports any expansionary plans.

The capital of the Company consists of the items included in shareholders’ 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.

13. 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 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.

Page 15



SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

 

(a) Fair value

The following table sets forth the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy. As at June 30, 2010, those financial assets and liabilities are classified in their entirety based on the level of input that is significant to the fair value measurement.

    Level 1     Level 2     Level 3     Total  
Financial assets                        
Cash and cash equivalents $ 47,496   $ -   $ -   $ 47,496  
Short term investments: warrants   -     -     209     209  
Short term investments: other than warrants   58,381     -     -     58,381  
Receivables and deposits   -     1,313     -     1,313  
Amounts due from related parties   -     149     -     149  
Restricted cash   -     75     -     75  
Available-for-sale marketable securities   1,487     -     -     1,487  
                         
Financial liabilities                        
Accounts payable and accrued liabilities $ -   $ 11,478   $ -   $ 11,478  
Deposits received   -     3,370     -     3,370  
Dividends payable   -     3,109     -     3,109  

 

(b) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash and cash equivalents and short term investment.

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.

    June 30, 2010     March 31, 2010  
    Within a year        
Accounts payable and accrued liabilities $ 11,478   $ 7,504  
Deposits received   3,370     6,737  
Dividends payable   3,109     3,238  
Bank loan and notes payable   -     1,465  
  $ 17,957   $ 18,944  

 

(c) Foreign exchange risk

The Company undertakes transactions in various foreign currencies, and reports its results of its operations in US Dollars while the Canadian dollar is considered as its functional currency. The Company is therefore exposed to foreign exchange risk arising from transactions denominated in a foreign currency and the translation of functional currency to reporting currency.

Page 16




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

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 the US Dollar until July 2005, and is now tied to a basket of currencies of China’s largest trading partners. The RMB¥ is not a freely convertible currency.

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:

The amounts are expressed in US$ equivalents   June 30, 2010     March 31, 2010  
Canadian dollars $ 28,899   $ 27,125  
United States dollars   12,646     29,808  
Chinese renminbi   67,565     48,173  
Hong Kong dollars   -     1  
Total financial assets $ 109,110   $ 105,107  
 
Canadian dollars $ 4,622   $ 3,799  
United States dollars   -     5  
Chinese renminbi   13,335     15,140  
Total financial liabilities $ 17,957   $ 18,944  

As at June 30, 2010, with other variables unchanged, a 1% strengthening (weakening) of the Chinese RMB¥ against the Canadian dollar would have increased (decreased) net income (loss) by approximately $0.1 million and increased (decreased) other comprehensive income (loss) by $0.4 million.

As at June 30, 2010, with other variables unchanged, a 1% strengthening (weakening) of the Canadian dollar against the US dollar would have decreased (increased) net income by approximately $0.1 million and would have increased (decreased) other comprehensive income by approximately $0.9 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 interests at market rates that are fixed to maturity or at variable interest rates. Because of 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 June 30, 2010.

Page 17




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

 

(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, 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 accounts receivables from customers primarily in China engaged in the mining and milling of base and polymetallic metals industry. The historical level of customer defaults is zero and aging of accounts receivable are less than 30 days, and, as a result, the credit risk associated with accounts receivable from customers at June 30, 2010 is considered to be immaterial.

(f) Equity price risk

The Company holds certain marketable securities that will fluctuate in value as a result of trading on Canadian financial markets. Furthermore, as the Company’s marketable securities are also in mining companies, market values will fluctuate as commodity prices change. Based upon the Company’s portfolio at June 30, 2010, a 10% increase (decrease) in the market price of the securities held, ignoring any foreign currency risk, would have resulted in an increase (decrease) to net income of approximately $0.1 million.

14. SEGMENTED INFORMATION

The Company operates in one operating segment, being the acquisition, exploration, development, and operation of mineral properties. Based on the internal reporting structure and the nature of the Company’s activities, significant projects within the same geographic area are identified for segment reporting purposes. Corporate Head Office provides support to the mining and exploration activities with respect to financial and technical supports and its information is included in the Canada category. Assets, incidental income and expenses in holding companies are presented in other regions. This structure reflects how the Company manages its business and how it classifies its operations for planning and measuring performances.

Page 18




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

 

(a) Geographic information for certain long-term assets are as follows:

 

June 30, 2010
          China           Canada   Other        
Balance sheet items:   Henan     Guangdong     Other     Silvertip     Head Office     regions     Total  
 
Mineral rights and properties $ 39,875   $ 79,588   $ -   $ 15,612   $ -   $ -   $ 135,075  
Plant and equipment   27,000     84     1,773     -     438     -     29,295  
Long term investments   6,930     -     -     -     5,949       1,345     14,224  

 

March 31, 2010
          China           Canada   Other      
Balance sheet items:   Henan     Guangdong     Other     Silvertip     Head Office     regions      Total  
 
Mineral rights and properties $ 34,428   $ 83,049   $ -   $ 15,771   $ -   $ -   $ 133,248  
Plant and equipment   26,541     105     1,893     -     485     -     29,024  
Long term investments   6,886     -     -     -     6,339       1,613     14,838  

Page 19




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

 

(b) Geographic information for operating results is as follows:

 

Three months period ended June 30, 2010
    China     Canada     Other      
Balance sheet items:   Henan     Guangdong   Other     Silvertip     Head Office     regions      Total  
Sales $ 36,729   $ -   $ -   $ -   $ -   $ -   $ 36,729  
Cost of sales   (8,664 )   -     -     -     -     -     (8,664 )
Amortization and depletion   (1,527 )   -     -     -     -     -     (1,527 )
Gross Profit   26,538     -     -     -     -     -     26,538  
 
Expenses   (2,149 )   (93 )   (422 )   (51 )   (3,335 )   (5 )   (6,055 )
Foreign exchange gain (loss)   -     (369 )   (22 )   -     509     426     544  
 
Interest & other income   224     21     5     -     98     29     377  
Gain (loss) on asset disposals and other expenses   (20 )   -     537     -     (38 )   (49 )   430  
Non controlling interest   (4,503 )   22     -     -     -     -     (4,481 )
Income tax expenses   (3,252 )   -     -     -     -     -     (3,252 )
Net income (loss) $ 16,838   $ (419 ) $ 98   $ (51 ) $ (2,766 ) $ 401   $ 14,101  

 

Three months period ended June 30, 2009
    China     Canada     Other      
Balance sheet items:   Henan     Guangdong     Other      Silvertip   Head Office     regions      Total  
Sales $ 22,571   $ -   $ -   $ -   $ -   $ -   $ 22,571  
Cost of sales   (4,972 )   -     -     -     -     -     (4,972 )
Amortization and depletion   (929 )   -     -     -     -     -     (929 )
Gross Profit   16,670     -     -     -     -     -     16,670  
 
Expenses   (3,778 )   (53 )   (119 )   -     (1,960 )   -     (5,910 )
Foreign exchange gain (loss)   -     1,319     60     -     (69 )   206     1,516  
 
Interest & other income   222     -     -     -     165     (14 )   373  
Impairment charges   -     -     -     -     (195 )   (582 )   (777 )
Gain (loss) on asset disposals and other expenses   (256 )   -     -     -     (82 )   25     (313 )
Non controlling interest   (2,596 )   (84 )   -     -     -     -     (2,680 )
Income tax expenses   (1,392 )   -     -     -     -     -     (1,392 )
Net income (loss) $ 8,870   $ 1,182   $ (59 ) $ -   $ (2,141 ) $ (365 ) $ 7,487  

Page 20




SILVERCORP METALS INC.
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 2010
(Expressed in thousands of U.S. dollars)

 

(c) Sales by metals

The sales generated for the three months ended June 30, 2010 and 2009 comprised of:

    Three months period ended June 30,  
    2010     2009  
Silver (Ag) $ 19,308   $ 11,624  
Gold (Au)   863     171  
Lead (Pb)   13,959     9,051  
Zinc (Zn)   2,599     1,725  
  $ 36,729   $ 22,571  

 

(d) Major customers

During the three months ended June 30, 2010, four major customers (three months ended June 30, 2009 - three) accounted for 14% to 38% each (three months ended June 30, 2009 - 19% to 23%) and collectively 72% (three months ended June 30, 2009 - 62%) of the total sales of the Company.

15. COMMITMENTS

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

The Company entered into office rental agreements with total rental expense of $1,213 over the next four years as follows:

    2011     2012     2013     2014     Total  
Rental expense $ 250   $ 363   $ 346   $ 254   $ 1,213  

 

16. SUPPLEMENTARY CASH FLOW INFORMATION

 

    Three months ended June 30,  
Net change in non-cash working capital   2010     2009  
Accounts receivable, prepaids and deposits $ 121   $ 139  
Inventory   397     (950 )
Restricted cash   -     726  
Accounts payable and accrued liabilities   4,210     387  
Income tax payable   359     (2,335 )
Deposits received   (3,390 )   1,286  
  $ 1,697   $ (747 )
 
Supplemental information:            
Interest paid $ 15   $ 2  
Income tax paid $ 2,358   $ 3,977  
 
Common shares issued for 10% interest of Henan Huawei $ 1,127   $ -  

Page 21