EX-99.3 14 tv516814_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

SIERRA METALS INC.

 

Consolidated Financial Statements

 

Years ended December 31, 2018 and 2017

 

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March 27, 2019

 

Management’s Responsibility for Financial Reporting

 

Management is responsible for the preparation of the consolidated financial statements. The consolidated financial statements were prepared in accordance with International Financing Reporting Standards (“IFRS”) and reflect management’s best estimates and judgments based on information currently available.

 

Management maintains accounting systems and internal controls to produce reliable consolidated financial statements and provide reasonable assurance that assets are properly safeguarded.

 

The consolidated financial statements have been audited by PricewaterhouseCoopers LLP and their report outlines the scope of their examination and gives their opinion on the consolidated financial statements.

 

The Board of Directors of the Company is responsible for ensuring that Management fulfills its responsibilities for financial reporting. The Board of Directors carries out this responsibility through its Audit Committee, which is composed of three members. The committee meets various times during the year and at least once per year with the external auditors, with and without Management being present, to review the consolidated financial statements and to discuss audit and internal control related matters.

 

The Board of Directors approved the Company’s audited consolidated financial statements.

 

“Igor Gonzales”   “Ed Guimaraes”
Igor Gonzales   Ed Guimaraes
President and Chief Executive Officer   Chief Financial Officer

 

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Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of Sierra Metals Inc.

 

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Sierra Metals Inc. and its subsidiaries (together, the Company) as of December 31, 2018 and 2017, and the related consolidated statements of income (loss), comprehensive income (loss), changes in equity and cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and their financial performance and their cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

 

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

“/s/PricewaterhouseCoopers LLP”

 

Chartered Professional Accountants, Licensed Public Accountants

 

Toronto, Canada
March 27, 2019

 

We have served as the Company's auditor since 1997.

 

 

PricewaterhouseCoopers LLP

PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J 0B2

T: +1 416 863 1133, F: +1 416 365 8215

 

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

 

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Sierra Metals Inc.

Consolidated Statements of Financial Position

December 31, 2018 and 2017

(In thousands of United States dollars)

 

   Note  December 31, 2018   December 31, 2017 
      $   $ 
ASSETS             
              
Current assets:             
Cash and cash equivalents      21,832    23,878 
Trade and other receivables  5   26,007    27,876 
Income tax receivable      142    220 
Prepaid expenses      1,531    1,130 
Inventories  6   21,986    20,799 
       71,498    73,903 
              
Non-current assets:             
Property, plant and equipment  7   283,513    266,240 
Deferred income tax  9   1,430    458 
Total assets      356,441    340,601 
              
LIABILITIES             
              
Current liabilities:             
Accounts payable and accrued liabilities  8   36,091    32,319 
Income tax payable      5,032    9,440 
Loans payable  10   27,718    28,977 
Decommissioning liability  11   2,038    1,372 
Other liabilities      8,908    8,579 
       79,787    80,687 
              
Non-current liabilities:             
Loans payable  10   28,535    35,883 
Deferred income tax  9   32,167    30,341 
Decommissioning liability  11   11,266    11,899 
Other liabilities  12   1,081    1,113 
Total liabilities      152,836    159,923 
              
EQUITY             
Share capital  13   231,792    230,283 
Accumulated deficit      (69,307)   (88,121)
Other reserves      10,870    12,409 
Equity attributable to owners of the Company      173,355    154,571 
Non-controlling interest  14   30,250    26,107 
Total equity      203,605    180,678 
              
Total liabilities and equity      356,441    340,601 

  

Contingencies (note 24) and Subsequent Events (note 26)

 

Approved on behalf of the Board and authorized for issue on March 27, 2019:

 

“Alberto Arias”   “Doug Cater”
Alberto Arias   Doug Cater
Chairman of the Board   Chairman Audit Committee

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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Sierra Metals Inc.

Consolidated Statements of Income (Loss)

For the years ended December 31, 2018 and 2017

(In thousands of United States dollars, except per share amounts)

 

      Year Ended December 31, 
      2018   2017 
   Note  $   $ 
            
Revenue  23   232,371    205,118 
              
Cost of sales             
Mining costs  15   (115,180)   (100,979)
Depletion, depreciation and amortization  15   (31,409)   (58,175)
       (146,589)   (159,154)
              
Gross profit from mining operations      85,782    45,964 
              
General and administrative expenses  15   (18,919)   (20,339)
Selling expenses      (8,551)   (7,543)
Income from operations      58,312    18,082 
              
Other income (loss)  16   (1,288)   818 
Foreign currency exchange loss      (1,210)   (1,737)
Interest expense and other finance costs  17   (3,634)   (3,263)
Loss on spin out of Plexmar net assets  25   -    (4,412)
Income before income tax      52,180    9,488 
              
Income taxes (expense) recovery:             
Current tax expense  9   (25,432)   (23,416)
Deferred tax recovery (expense)  9   (908)   13,068 
       (26,340)   (10,348)
              
Net income (loss)      25,840    (860)
              
Net income (loss) attributable to:             
Shareholders of the Company      18,814    (4,645)
Non-controlling interests      7,026    3,785 
       25,840    (860)
              
Weighted average shares outstanding (000s)             
Basic      163,296    162,554 
Diluted      164,676    162,554 
              
Basic earnings (loss) per share      0.12    (0.03)
Diluted earnings (loss) per share      0.12    (0.03)

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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Sierra Metals Inc.

Consolidated Statements of Comprehensive Income (Loss)

For the years ended December 31, 2018 and 2017

(In thousands of United States dollars)

 

   Year ended December 31, 
   2018   2017 
    $    $ 
           
Net income (loss)   25,840    (860)
           
Other comprehensive income (loss)          
Items that may be subsequently classified to net income (loss):          
Currency translation adjustments on foreign operations   (1,572)   450 
Total comprehensive income (loss)   24,268    (410)
           
Total comprehensive income (loss) attributable to shareholders   17,242    (4,195)
Non-controlling interests   7,026    3,785 
Total comprehensive income (loss) attributable to shareholders   24,268    (410)

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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Sierra Metals Inc.

Consolidated Statements of Changes in Equity

For the years ended December 31, 2018 and 2017

(In thousands of United States dollars)

 

   Common Shares   Other   Retained earnings   Total attributable   Non-controlling   Total 
   Shares   Amounts   reserves   (accumulated deficit)   to shareholders   Interest   shareholders' equity 
         $    $    $    $    $    $ 
Balance at January 1, 2018   162,812,764    230,283    12,409    (88,121)   154,571    26,107    180,678 
                                    
Exercise of RSUs   614,572    1,509    (1,509)   -    -    -    - 
Share-based compensation expense   -    -    1,542    -    1,542    -    1,542 
Dividends paid to non-controlling interest   -    -    -    -    -    (2,883)   (2,883)
Total comprehensive income (loss)   -    -    (1,572)   18,814    17,242    7,026    24,268 
Balance at December 31, 2018   163,427,336    231,792    10,870    (69,307)   173,355    30,250    203,605 

 

 

 

   Common Shares   Other   Retained earnings   Total attributable   Non-controlling   Total 
   Shares   Amounts   reserves   (accumulated deficit)   to shareholders   Interest   shareholders' equity 
         $    $    $    $    $    $ 
Balance at January 1, 2017   162,073,293    228,326    12,718    (80,776)   160,268    25,694    185,962 
                                    
Exercise of RSUs   739,471    1,957    (1,957)   -    -    -    - 
Share-based compensation expense   -    -    1,198    -    1,198    -    1,198 
Non-cash dividend distribution of Plexmar net assets   -    -    -    (2,700)   (2,700)   -    (2,700)
Dividends paid to non-controlling interest   -    -    -    -    -    (3,372)   (3,372)
Total comprehensive income (loss)   -    -    450    (4,645)   (4,195)   3,785    (410)
Balance at December 31, 2017   162,812,764    230,283    12,409    (88,121)   154,571    26,107    180,678 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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Sierra Metals Inc.

Consolidated Statements of Cash Flows

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars)

 

      2018   2017 
   Note  $   $ 
Cash flows from operating activities             
Net income (loss) from operations      25,840    (860)
Adjustments for:             
Items not affecting cash:             
Depletion, depreciation and amortization      31,349    58,236 
Share-based compensation      1,542    1,198 
Change in supplies inventory reserve      1,730    - 
Interest expense and other finance costs      3,634    3,726 
Loss on spin out of Plexmar net assets      -    4,412 
NRV adjustment to inventory      1,110    2,106 
Current income tax expense      25,432    23,416 
Deferred income taxes recovery      908   (13,068)
Unrealized foreign currency exchange gain (loss)      (1,397)   619 
Operating cash flows before movements in working capital      90,148    79,785 
Net changes in non-cash working capital items  22   2,447    (7,899)
Decomissioning liabilities settled  11   (1,163)   (1,423)
Income tax paid      (29,529)   (15,994)
Cash generated from operating activities      61,903    54,469 
              
Cash used in investing activities             
Capital expenditures      (49,315)   (51,607)
Cash used in investing activities      (49,315)   (51,607)
              
Cash (used in) financing activities             
Proceeds from issuance of notes payable  10   10,000    14,750 
Proceeds from issuance of loans and credit facilities  10   15,000    15,000 
Repayment of loans and credit facilities  10   (33,810)   (44,516)
Loans interest paid  10   (2,766)   (2,953)
Dividends paid to non-controlling interest      (2,883)   (3,372)
Cash (used in) financing activities      (14,459)   (21,091)
              
Effect of foreign exchange rate changes on cash and cash equivalents      (175)   (38)
              
Decrease in cash and cash equivalents      (2,046)   (18,267)
Cash and cash equivalents, beginning of year      23,878    42,145 
Cash and cash equivalents, end of year      21,832    23,878 
              
Supplemental cash flow information  22          

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

1Description of business and nature of operations

 

Sierra Metals Inc. (“Sierra Metals” or the “Company”) was incorporated under the Canada Business Corporations Act on April 11, 1996, and is a Canadian and Peruvian listed mining company focused on the production, exploration and development of precious and base metals in Peru and Mexico. The Company’s key priorities are to generate strong cash flows and to maximize shareholder value.

 

The Company’s shares are listed on the TSX, NYSE American Exchange, and the Bolsa de Valores de Lima (“BVL”) and its registered office is 161 Bay Street, Suite 4260, Toronto, Ontario, M5J 2S1, Canada.

 

The Company owns an 81.84% interest in the polymetallic Yauricocha Mine in Peru and a 100% interest in the Bolivar and Cusi Mines in Mexico. In addition to its producing mines, the Company also owns various exploration projects in Mexico and Peru.

 

2Significant accounting policies

 

The significant accounting policies used in the preparation of these consolidated financial statements are as follows:

 

(a)Basis of preparation

 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The financial statements were approved by the Board of Directors on March 27, 2019.

 

(b)Basis of consolidation

 

These consolidated financial statements include the accounts of the Company and its subsidiaries, which are entities controlled by the Company. Control exists when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date that control commences until the date that control ceases.

 

Non-controlling interests represent equity interests in subsidiaries owned by outside parties. Changes in the parent company’s ownership interest in subsidiaries that do not result in a loss of control are accounted for as equity transactions.

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

2Significant accounting policies (continued)

 

The principal subsidiaries of the Company and their geographical locations as at December 31, 2018 are as follows:

 

Name of the subsidiary  Ownership interest   Location
        
Dia Bras EXMIN Resources Inc.   100%  Canada
Sociedad Minera Corona, S. A. (“Corona”) 1   81.84%  Perú
Dia Bras Peru, S. A. C. (“Dia Bras Peru”) 1   100%  Perú
Dia Bras Mexicana, S. A. de C. V. (“Dia Bras Mexicana”)   100%  México
Servicios de Minería de la Sierra, S. A. de C. V.   100%  México
Bolívar Administradores, S. A. de C. V.   100%  México
Exploraciones Mineras Dia Bras, S. A. de C. V.   100%  México
EXMIN, S. A. de C. V.   100%  México

 

1The Company, through its wholly owned subsidiary Dia Bras Peru, holds an 81.84% interest in Corona, which represents 92.33% of the voting shares. The Company consolidates Corona's financial results and records a non-controlling interest for the 18.16% that it does not own.

 

(c)Foreign currency translation

 

(i)Functional currency

 

Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”).

 

The functional currency of Sierra Metals Inc., the parent entity, is the Canadian dollar (“C$”). The functional currency of the Mexican and Peruvian subsidiaries is the United States dollar.

 

(ii)Presentation currency

 

The financial statements of entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: assets and liabilities – at the closing rate at the date of the statement of financial position, income and expenses – at the average rate of the period (as this is considered a reasonable approximation of the actual rates prevailing at the transaction dates). All resulting differences are recognized in other comprehensive income as cumulative translation adjustments.

 

(iii)Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in currencies other than an entity’s functional currency are recognized in the consolidated statement of loss.

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

2Significant accounting policies (continued)

 

(d)Cash and cash equivalents

 

Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less.

 

(e)Financial Instruments

 

The Company has adopted IFRS 9, Financial Instruments (“IFRS 9”) effective January 1, 2018 on a retrospective basis in accordance with the transitional provisions of IFRS 9. As such, comparative figures have not been restated.

 

The adoption of IFRS 9 did not result in any change in the carrying values of any of the Company’s financial assets on the transition date; therefore comparative figures have not been restated.

 

As detailed below, the Company has changed its accounting policy for financial instruments retrospectively, except where described below. The main areas of change and corresponding transitional adjustments applied on January 1, 2018 are as follows:

 

Financial Assets

 

IFRS 9 includes a revised model for classifying financial assets, which results in classification according to a financial instrument’s contractual cash flow characteristics and the business models under which they are held. At initial recognition, financial assets are measured at fair value. Under the IFRS 9 model for classification of financial assets the Company has classified and measured its financial assets as described below:

 

·Cash and cash equivalents are recorded at amortized cost using the effective interest method. Previously under IAS 39 these amounts were classified differently. The change in classification did not impact the measurement of cash and cash equivalents.

 

·Trade receivables are classified as financial assets at fair value through profit or loss and measured at fair value. Previously under IAS 39, trade receivables were classified as loans and receivables measured at amortized cost except for the provisional pricing embedded derivative that was measured at fair value through profit or loss.

 

Financial Liabilities

 

Financial liabilities are recognized initially at fair value and in the case of financial liabilities not subsequently measured at fair value, net of directly attributable transaction costs. Financial liabilities are derecognized when the obligation specified in the contract is discharged, canceled, or expired. For financial liabilities, IFRS 9 retains most of the IAS 39 requirements and since the Company does not have any financial liabilities designated at fair value through profit or loss, the adoption of IFRS 9 did not impact the Company’s accounting policies for financial liabilities. Accounts payable and accrued liabilities, interest payable, and long-term debt are classified as financial liabilities to be subsequently measured at amortized cost.

 

Expected Credit Loss Impairment Model

 

IFRS 9 introduces a single expected credit loss impairment model, which is based on changes in credit quality since initial recognition. The adoption of the expected credit loss impairment model did not have a significant impact on the Company’s financial statements, and did not result in a transitional adjustment.

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

2Significant accounting policies (continued)

 

Financial Instruments

 

The Company’s financial assets and liabilities (financial instruments) include cash and cash equivalents, trade receivables, accounts payable and accrued liabilities and long-term debt. All financial instruments are recorded at fair value at recognition. Subsequent to initial recognition, financial instruments classified as cash and cash equivalents, accounts payable and accrued liabilities, and long-term debt are measured at amortized cost using the effective interest method. Other financial assets and liabilities are recorded at fair value subsequent to initial recognition.

 

(f)Segment reporting

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments and has been identified as the President and Chief Executive Officer of the Company.

 

(g)Inventories

 

Inventories consist of concentrates, ore stockpiles, supplies and spare parts. Concentrates include stockpiled concentrates at milling operations or at warehouses. Stockpiled ore is comprised of in-process mineralized material awaiting processing at milling facilities and materials for use in milling operations. Concentrates and stockpiled ore are valued at the lower of average production cost and net realizable value (“NRV”). Concentrates and stockpiled ore inventory costs include all direct costs incurred in production including direct labor and materials, freight and amortization, and directly attributable overhead costs. NRV is calculated as the estimated price at the time of sale based on prevailing metal market prices less estimated future costs to convert the inventories into saleable form and estimated costs to sell. The supplies and spare parts inventories will be used for exploration and production and are valued at the lower of average cost and net realizable value. Cost includes acquisition, freight and other directly attributable costs. If the carrying value of inventory exceeds NRV, a write-down is recognized as production costs of sales in the consolidated statement of income (loss). If there is a subsequent increase in the value of the inventory, the previous write-downs to NRV are reversed up to cost to the extent that the related inventory has not been sold.

 

(h)Exploration and evaluation expenditure

 

Exploration and evaluation expenditures is comprised of costs that are directly attributable to:

 

·Researching and analysing existing exploration data;

 

·Conducting geological studies, exploratory drilling and sampling;

 

·Examining and testing extraction and treatment methods; and /or

 

·Compiling pre-feasibility and feasibility studies

 

Exploration expenditures are costs incurred in the search for resources suitable for commercial exploitation. Evaluation expenditures are costs incurred in determining the technical feasibility and commercial viability of a mineral resource. Exploration and evaluation expenditures are capitalized when there is a high degree of confidence in the project’s viability and thus it is probable that future economic benefits will flow to the Company. Any items of property, plant and equipment used for exploration and evaluation are capitalised within property, plant and equipment.

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

2Significant accounting policies (continued)

 

Capitalized exploration and evaluation expenditures are considered to be tangible assets as they form part of the underlying mineral property and are recorded within property, plant and equipment - exploration and evaluation expenditures.

 

(i)Property, plant and equipment

 

Property, plant and equipment is stated at cost, less accumulated depreciation and impairment losses. The cost of an item of property, plant and equipment comprises its purchase price, any costs directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by management and the estimated close down and restoration costs associated with the asset, and for qualifying assets, the associated borrowing costs. Once a mining project has been established as commercially viable, expenditure other than on land, buildings, plant and equipment is capitalized under ‘Mining properties’ together with any amount capitalized relating to that mining project from ‘Exploration and evaluation’.

 

Where an item of property, plant and equipment is comprised of major components with different useful lives, the components are accounted for as separate items of property, plant and equipment and depreciated over their estimated useful lives.

 

Costs associated with commissioning new assets, in the period before they are capable of operating in the manner intended by management, are capitalized. Revenue generated during the development stage from the sale of concentrate and related costs can be deducted from capitalized costs only if the production of the saleable material is directly attributable to bringing the asset to the condition necessary for it to be capable of operating in the manner intended by management.

 

Development costs incurred after the commencement of production are capitalised to the extent they are expected to give rise to future economic benefits and these costs can be measured reliably. Repairs and maintenance costs are charged to the consolidated statement of income (loss) during the period in which they are incurred.

 

Property, plant and equipment is depreciated over its useful life, or over the remaining life of the mine if shorter. Depreciation commences when the asset is available for use. Land is not depreciated. The major categories of property, plant and equipment are depreciated on a straight-line basis using the following average estimated useful lives below:

 

Useful lives  Years
    
Vehicles, furniture and other assets  3 to 10
Machinery and equipment  5 to 20
Bulidings and other constructions  5 to 50

 

Mineral properties are depleted over the life of the mine using the units of production method. In applying the units of production method, depletion is normally calculated using the quantity of material to be extracted in current and future periods based on proven and probable reserves or measured and indicated resources. Such non-reserve material may be included in depletion calculations in limited circumstances and where there is a high degree of confidence in its economic extraction.

 

The Company conducts an annual review of residual values, useful lives, depletion and depreciation methods used for property, plant and equipment. Changes to estimated residual values or useful lives are accounted for prospectively.

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

2Significant accounting policies (continued)

 

(j)Impairment of non-financial assets

 

Property, plant and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is assessed at the level of cash generating units (‘CGUs’). The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use.

 

Fair value less costs to sell is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction. The best evidence of fair value is the value obtained from an active market or binding sales agreement. Where this information is not available, fair value can be estimated as the present value of future cash flows expected to be realized from the continued use of the asset including expansion projects. Value in use is determined as the present value of expected future cash flows to be realized from the continued use of the asset in its present condition and from its ultimate disposal.

 

Capitalized exploration expenditures are reviewed for indicators of impairment, which included a decision to discontinue activities in a specific area and the existence of sufficient data indicating that the carrying amount of an exploration and evaluation asset is unlikely to be recovered from the development or sale of the asset.

 

Non-financial assets that have suffered impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed.

 

(k)Borrowing costs

 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized and included in the carrying amounts of those assets until they are ready for their intended use. All other borrowing costs are recognized as an expense in the period incurred.

 

(l)Revenue recognition

 

The Company has adopted IFRS 15 – Revenue from Contracts with Customers (“IFRS 15”) effective January 1, 2018 on a modified retrospective basis in accordance with the transitional provisions of IFRS 15. Results for reporting periods beginning after January 1, 2018 are presented under IFRS 15, while prior reporting period amounts have not been restated and continue to be reported under IAS 18 – Revenue (“IAS 18”) (accounting standard in effect for those periods).

 

The Company has concluded that there are no significant differences between the point of transfer of risks and rewards for its metals under IAS 18 and the point of transfer of control under IFRS 15. No adjustment has been recorded to the opening deficit balance at January 1, 2018.

 

The following policies applied in accounting for revenue for the year ended December 31, 2018. In the comparative period, revenue was accounted for in accordance with the revenue recognition policy disclosed in the Company’s December 31, 2017 annual audited consolidated financial statements.

 

 14 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

2Significant accounting policies (continued)

 

Metal Concentrates

 

The Company sells concentrate from certain of its mines to third-party smelter customers. These concentrates predominantly contain zinc, lead, and copper, along with quantities of gold and silver.

 

The Company recognizes revenue from these concentrate sales when control of the concentrate has transferred to the customer, which is the point in time that the concentrate is delivered to the customer. Upon delivery, the customer has legal to, physical possession of, and the risks and rewards of ownership of the concentrate. The customer is also committed to accept and pay for the concentrates once delivered; therefore, the customer is able to direct the use of and obtain substantially all of the remaining benefits from the concentrate.

 

The final prices for metals contained in the concentrate are generally determined based on the prevailing spot market metal prices on a specific future date, which is established on a date prior to the concentrate being delivered to the customer. Upon transfer of control at delivery, the Company measures revenue under these contracts based on forward prices agreed upon with the customer at the time of delivery and the most recent determination of the quantity of contained metals less smelting and refining charges charged by the customer. This reflects the best estimate of the transaction price expected to be received at final settlement. The variability associated with the embedded derivative for changes in the metal prices is recognized at fair value. These changes in the fair value of the receivable are adjusted through revenue from other sources at each subsequent financial statement date.

 

(m)Share capital

 

Common shares are classified as equity. Incremental costs directly attributable to the issuance of the shares are recognized as a deduction from equity.

 

(n)Share-based payments

 

The fair value of the estimated number of stock options and restricted share units (“RSUs”) awarded to employees, officers and directors that will eventually vest, determined as of the date of grant, is recognized as share-based compensation expense over the vesting period of the stock options and RSUs, with a corresponding increase to equity. The fair value of each tranche is determined using the Black-Scholes option pricing model with market related inputs as of the date of grant. The fair value of RSUs is the market value of the underlying shares as of the date of grant. The number of awards expected to vest is reviewed at least annually, with any change in the estimate recognized immediately in share-based payments expense with a corresponding adjustment to equity.

 

(o)Share repurchases

 

The Company deducts from contributed surplus any excess of consideration paid over book value where the Company has repurchased any of its own common shares. Book value is calculated as the weighted average price of the shares issued and outstanding prior to the cancellation date.

 

 15 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

2Significant accounting policies (continued)

 

(p)Earnings (loss) per share

 

Basic earnings (loss) per share (“EPS”) is calculated by dividing the net income (loss) for the period attributable to the shareholders of the Company by the weighted average number of common shares outstanding during the period.

 

Diluted EPS is calculated by adjusting the weighted average number of common shares outstanding for dilutive instruments. The number of shares included with respect to options, warrants and similar instruments is computed using the treasury stock method. The Company’s potentially dilutive common shares comprise stock options granted to employees. In periods of loss, basic and diluted EPS are the same, as the effect of dilutive instruments is anti-dilutive.

 

(q)Income taxes

 

Tax expense comprises current and deferred income and resource taxes. Current income, deferred income and resources taxes are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

 

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that the parent is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

 

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

(r)Decommissioning and restoration liabilities

 

Decommissioning and restoration costs include the dismantling and demolition of infrastructure, the removal of residual materials and the remediation of disturbed areas. These costs are a normal consequence of mining activity and the majority of these expenditures are expected to be incurred at the end of the life of mine. Estimated decommissioning and restoration costs are provided in the accounting period when the obligation arising from the related disturbance occurs, based on the net present value of the estimated future costs discounted using the credit adjusted risk free rate. This provision is adjusted in each reporting period to reflect known developments, e.g. revisions to costs estimates and the timing of cash outflows.

 

 16 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

2Significant accounting policies (continued)

 

The initial decommissioning and restoration provision together with other movements resulting from changes in estimated cash flows or the credit adjusted risk free rates is capitalized within property, plant and equipment and amortized over the life of the asset to which it relates except where it relates to a closed mine where the expenses are recognized in the statement of loss. Provision is made for the estimated present value of costs of environmental clean-up obligations outstanding as at the date of the statement of financial position, and these costs are charged to the income statement as an operating cost.

 

The amortization or unwinding of the discount applied in establishing the net present value of provision is accreted to the income statement in each accounting period with each interest charge included as a financing cost rather than as an operating cost.

 

3Significant accounting estimates and judgments

 

In the application of the Company’s accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the effects of uncertain future events on the carrying amounts of assets and liabilities. The estimates and associated assumptions are based on management’s best knowledge of the relevant facts and circumstances and historical experience. Actual results may differ from these estimates, potentially having a material future effect on the Company’s consolidated financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The following are the significant judgements that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements:

 

(a)Impairment review of asset carrying values

 

In accordance with the Company’s accounting policy (note 2(j)), at every reporting period, the Company assesses whether there are any indicators that the carrying value of its assets or Cash Generating Units (“CGUs”) may be impaired, which is a significant management judgment. Where there is an indication that the carrying amount of an asset may not be recoverable, the Company prepares a formal estimate of the recoverable amount by analyzing discounted cash flows. The resulting valuations are particularly sensitive to changes in estimates such as long-term commodity prices, exchange rates, sales volume, operating costs, and discount rates. In the event of impairment, if there is a subsequent adverse change in any of the assumptions or estimates used in the discounted cash flow model, this could result in a further impairment of the asset. Also, in accordance with the Company’s accounting policy (note 2(h)), the Company capitalizes evaluation expenditures when there is a high degree of confidence that these costs are recoverable and have a probable future benefit. As at December 31, 2018 the Company assessed the carrying value of its long-lived assets and exploration and evaluation expenditures and determined that no impairment was required.

 

 17 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

3Significant accounting estimates and judgments (continued)

 

(b)Mineral reserves and resources

 

The Company estimates mineral reserves and resources based on information prepared by qualified persons as defined in accordance with the Canadian Securities Administrators’ National Instrument (“NI”) 43-101. These estimates form the basis of the Company’s life of mine (“LOM”) plans, which are used for a number of important and significant accounting purposes, including: the calculation of depletion expense and impairment charges, forecasting the timing of the payment of decommissioning costs and future taxes. There are significant uncertainties inherent in the estimation of mineral reserves and the assumptions used, including commodity prices, production costs, recovery rates and exchange rates. These assumptions may change significantly when new information becomes available and could result in mineral reserves being revised, which in turn would impact depletion expense, asset carrying values and the provision for decommissioning costs.

 

(c)Deferred tax assets and liabilities

 

The Company’s management makes significant estimates and judgments in determining the Company’s tax expense for the period and the deferred tax assets and liabilities. Management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities. In addition, management makes estimates related to expectations of future taxable income based on cash flows from operations and the application of existing tax laws in each jurisdiction. Assumptions used in the cash flow forecast are based on management’s estimates of future production and sales volume, commodity prices, operating costs, capital expenditures, dividends, and decommissioning and reclamation expenditures. These estimates are subject to risk and uncertainty and could result in an adjustment to the deferred tax provision and a corresponding credit or charge to the statement of loss. The Company is subject to assessments by various tax authorities who may interpret the tax laws differently. These differences may impact the final amount or the timing of the payment of taxes. The Company provides for such differences where known based on management’s best estimates of the probable outcome of these matters.

 

(d)Decommissioning and restoration liabilities costs

 

The Company’s provision for decommissioning and restoration costs is based on management’s best estimate of the present value of the future cash outflows required to settle the liability. In determining the liability, management makes estimates about the future costs, inflation, foreign exchange rates, risks associated with the cash flows, and the applicable risk-free interest rates for discounting future cash flows. Changes in any of these estimates could result in a change in the provision recognized by the Company. Also, the ultimate costs of environmental disturbance are uncertain and cost estimates can vary in response to many factors including changes to the relevant legal requirements, the emergence of new restoration techniques or experience at other mine sites.

 

Changes in decommissioning and restoration liabilities are recorded with a corresponding change to the carrying amounts of the assets to which they relate. Adjustments made to the carrying amounts of the asset can result in a change to the depreciation charged in the consolidated statement of loss.

 

(e)Functional currency

 

The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. The Company has determined that the functional currency of each entity is the U.S. dollar. Determination of functional currency may involve certain judgements to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

 

 18 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

4Adoption of new accounting standards and future accounting changes

 

The Company adopted IFRS 9, Financial Instruments, and IFRS 15 – Revenue from Contracts with Customers effective January 1, 2018 on a modified retrospective basis. Refer to Note 2 for the adoption of IFRS 9 and IFRS 15.

 

Future accounting changes

 

The following standards and amendments to existing standards have been published and are mandatory for annual periods beginning January 1, 2019, or later periods:

 

IFRS 16, Leases (“IFRS 16”)

 

In January 2016, the IASB issued this standard which is effective for periods beginning on or after January 1, 2019, which replaces the current guidance in IAS 17, Leases, and is to be applied either retrospectively or a modified retrospective approach. Early adoption is permitted, but only in conjunction with IFRS 15, Revenue from Contracts with Customers. Under IAS 17, lessees were required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). IFRS 16 now requires lessees to recognize a lease liability reflective of future lease payments and a “right-of-use asset” for virtually all lease contracts. The Company is in the process of determining the effect that the adoption of IFRS 16 will have on its consolidated financial statements.

 

5Trade and other receivables

 

   December 31,   December 31, 
   2018   2017 
   $   $ 
Trade receivables   19,199    20,613 
Sales tax receivables   6,718    7,210 
Other receivables   90    53 
    26,007    27,876 

 

6Inventories

 

   December 31,   December 31, 
   2018   2017 
   $   $ 
         
Stockpiles   1,074    1,554 
Concentrates   4,476    3,839 
Supplies and spare parts   16,436    15,406 
    21,986    20,799 

 

Cost of sales are comprised of production costs of sales and depletion, depreciation and amortization, and represent the cost of inventories recognized as an expense for the years ended December 31, 2018 and 2017 of $146,589 and $159,154, respectively. Supplies and spare parts inventory as at December 31, 2018 is stated net of a provision of $3,331 (2017 - $1,663) to write inventories down due to obsolescence or infrequent use. Supplies and spare parts inventory held at NRV at December 31, 2018 was $8,602 (2017 - $9,045). During the year ended December 31, 2018, the Company wrote down stockpile and concentrate inventory to its NRV, recording a charge of $1,110 (2017 - $2,106). Stockpile and concentrate inventory held at NRV as at December 31, 2018 was $168 (2017 - $794).

 

 19 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

7Property, plant and equipment

 

Cost  Plant and
equipment
   Mining properties   Assets under construction   Exploration and evaluation expenditure   Total $ 
                     
Balance as of January 1, 2017   202,687    425,203    26,206    44,974    699,070 
                          
Additions   8,632    6,959    20,595    15,758    51,944 
Disposals   (1,038)   -    -    (9,417)   (10,455)
Transfers   12,948    -    (12,948)   -    - 
Balance as of December 31, 2017   223,229    432,162    33,853    51,315    740,559 
                          
Additions   10,143    4,648    20,781    13,209    48,781 
Change in estimate of decomissioning liability   512                   512 
Disposals   (1,115)   -    -    -    (1,115)
Transfers   7,152    -    (7,152)   -    - 
Balance as of December 31, 2018   239,921    436,810    47,482    64,524    788,737 
                          
                          
Balance as of January 1, 2017   122,204    281,997    -    13,041    417,242 
                          
Depletion, depreciation and amortization   20,799    37,176    -    -    57,975 
Disposals   (898)   -    -    -    (898)
Balance as of December 31, 2017   142,105    319,173    -    13,041    474,319 
                          
Depletion, depreciation and amortization   14,562    16,787    -    -    31,349 
Disposals   (444)   -    -    -    (444)
Balance as of December 31, 2018   156,223    335,960    -    13,041    505,224 
                          
                          
Net Book Value - December 31, 2018   83,698    100,850    47,482    51,483    283,513 
Net Book Value - December 31, 2017   81,124    112,989    33,853    38,274    266,240 
Net Book Value - December 31, 2016   80,483    143,206    26,206    31,933    281,828 

 

For the year ended December 31, 2018, depletion and depreciation expense of $31,349 (2017: $57,975) has been charged to depletion, depreciation and amortization in property, plant, and equipment. Additionally, depletion and depreciation expense of $887 (2017: $1,133) has been capitalized to inventory.

 

During the year ended December 31, 2018, the Company has capitalized borrowing costs amounting to $116 (2017 – $349) on qualifying assets. Borrowing costs were capitalized at the weighted average rate of 5.25%.

 

 20 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

8Accounts payable and accrued liabilities

 

   December 31,   December 31, 
   2018   2017 
   $   $ 
         
Trade payables   24,662    19,004 
Other payables and accrued liabilities   11,429    13,315 
    36,091    32,319 

 

All accounts payable and accrued liabilities are expected to be settled within 12 months.

 

9Current and deferred income tax liability

 

(a)Income and resource taxes

 

   2018   2017 
   $   $ 
 Current Tax Expense          
           
 Current income tax   25,432    23,416 
    25,432    23,416 
           
 Deferred Tax Recovery          
           
 Deferred Tax Expense (recovery)   908    (13,068)
    908    (13,068)
           
 Total tax expense   26,340    10,348 

 

 21 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

9Current and deferred income tax liability (Continued)

 

(b)Tax rate reconciliation

 

A reconciliation between income tax expense and the product of loss before income taxes multiplied by the combined Canadian federal and provincial income tax rate for the period ended December 31 is as follows:

 

   2018   2017 
   $   $ 
 Income (loss) before income taxes   52,180    9,488 
           
 Expected Tax Rate @ 26.50% (2017 - 26.50%)   13,828    2,555 
 Effect of tax rate differences   1,672    (512)
 Stock based compensation costs   395    258 
 Other Non-deductible expenses   347    449 
 Unrealized foreign exchange income   84    148 
 Inflation Adjustment for Mexico tax purposes   (321)   (420)
 Expired losses   381    - 
 Change in benefit of other temporary differences not recognized   572    2,280 
 Foreign exchange and other   2,555    (807)
 Mining royalties and other   6,827    6,397 
    26,340    10,348 

 

(c)Deferred tax asset and liability

 

Deferred tax assets have not been recognized in respect of the following temporary differences:

 

   2018   2017 
   $   $ 
Non-capital and capital losses   37,696    35,512 
Property, plant and equipment   9    60 
Mineral properties   2,128    2,445 
Other   (53)   (385)
    39,780    37,632 

 

The significant components and movements of the Company’s net deferred tax assets and liabilities are as follows:

 

   Balance       Balance       Balance 
   January 1, 2017   Change in 2017   December 31, 2017   Change in 2018   December 31, 2018 
   $   $   $   $   $ 
                     
Mining assets   -    -    -    -    - 
Property, Plant, and equipment   (3,935)   2,139    (1,796)   130    (1,666)
Inventory   (2,482)   1,020    (1,462)   (636)   (2,098)
Provisions   (600)   1,267    667    2,089    2,756 
Decommissioning liabilities   4,094    (166)   3,928    (24)   3,904 
Mining royalties   878    363    1,241    223    1,464 
Mining assets   (50,302)   8,261    (42,041)   76    (41,965)
Deferred revenue   1,471    (1,471)   -    -    - 
Other items   919    613    1,532    (1,216)   316
Non-capital losses   6,674    1,374    8,048    (1,496)   6,552 
    (43,283)   13,400    (29,883)   (854)   (30,737)

 

 22 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

9Current and deferred income tax liability (continued)

 

(d)Tax losses

 

In Canada, the Company has aggregate tax losses not recognized of $25,605 (December 31, 2017 – $27,153) expiring in periods from 2026 to 2038. Deferred tax assets have not been recognized in respect of these losses because it is not probable that future taxable profit will be available against which the company can utilise the benefits there from.

 

Also, the Company has $8,578 of capital losses that are without expiry as at December 31, 2018 (December 31, 2017 - $8,578).

 

(e)Unrecognized deferred tax liabilities

 

As at December 31, 2018, the Company has taxable temporary difference of $52,396 (2017 - $21,542) relating to investments in subsidiaries that has not been recognized because the Company controls whether the liability will be incurred and it is satisfied that it will not be incurred in the foreseeable future.

  

10Loans payable

 

   December 31,   December 31, 
   2018   2017 
   $   $ 
         
Current          
           
Acquisition loan with Banco de Credito del Peru (a)   6,188    6,141 
Operating loan with Banco de Credito del Peru (b)   -    6,309 
Revolving credit facility with Banco de Credito del Peru (c)   15,000    15,000 
Notes payable to BBVA Banco Continental (d)   5,000    - 
Loan with FIFOMI (e)   1,530    1,527 
    27,718    28,977 
           
Non-current          
           
Acquisition loan with Banco de Credito del Peru (a)   28,408    34,236 
Loan with FIFOMI (e)   127    1,647 
    28,535    35,883 
           
Total loans payable   56,253    64,860 

 

 23 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

10Loans payable (continued)

 

(a)Corona Acquisition Loan with Banco de Credito del Peru S.A. (“BCP”)

 

On May 24, 2011, the Company’s wholly owned subsidiary Dia Bras Peru entered into a loan agreement with BCP amounting to $150,000. After deducting financing costs of $3,750, the net proceeds were $146,250. The proceeds from this loan were used to fund a portion of the purchase consideration for the acquisition of the Company’s 81.84% interest in Corona in Peru. The loan was repayable over 5 years ending on May 24, 2016 and carried interest at a rate of 3M LIBOR plus 4.15% per annum, payable quarterly in arrears.

 

On August 7, 2015, Dia Bras Peru signed an amended agreement with BCP for the then outstanding debt balance of $48,000. The most significant amendments to the agreement were:

 

·The remaining $48M due on the facility was split into 2 tranches

 

·Tranche 1, in the amount of $24M has quarterly principal repayments of $1.5M beginning in November 2016 and ending in August 2020

 

·Tranche 2, in the amount of $24M has no quarterly principal repayments and to be repaid in full in August 2020

 

·One year principal repayment grace period

 

·Reduced Interest rate equal to 3.65% plus 3M LIBOR vs previous rate of 4.15% plus 3M LIBOR

 

·Term of the Facility extended for 5 Years

 

Principal repayments totalling $6,000 have been made for the year ended December 31, 2018 (2017 - $6,000).

 

The loan is recorded at amortized cost and is being accreted to face value over 5 years using an effective interest rate of 4.71%. An amortization expense related to the transaction costs for $200 has been recorded for the year ended December 31, 2018 (2017 - $217). Interest payments totalling $2,177 have been made for the year ended December 31, 2018 (2017 - $2,141).

 

The loan with BCP is secured by a pledge over Dia Bras Peru’s interest in Corona voting shares and is guaranteed by the Company. The Company is in compliance with all financial covenants as at December 31, 2018.

 

(b)Corona Operating Loan with BCP

 

On October 17, 2013, the Company’s subsidiary Corona, in which the Company has an interest of 81.84%, entered into a credit facility with BCP for up to $60,000. The credit facility is for a 5 year term and the funds can be drawn within the first 3 years in tranches of up to $40,000 during the first year, up to $30,000 during the second year and up to $20,000 during the third year. The loan bears interest of LIBOR plus 4.5% and the loan principal and interest are payable in quarterly installments over the term of the loan with the first payment due 15 months after the closing of the credit facility. The loan is guaranteed by the collection rights and future cash flows generated from the sale of ore concentrates and other products. The loan contains certain financial covenants, events of default and other provisions which are customary for a transaction of this nature. These covenants include maintaining an equity balance at the Corona level higher than $30 million, maintaining a Debt Service Coverage ratio higher than 1.1x, and maintaining a Net Financial Debt/EBITDA ratio lower than 2.0x.

 

 24 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

10Loans payable (continued)

 

On June 29, 2016, $5,000 was drawn from this facility bearing an interest rate of three months LIBOR plus 4.5%.

 

Principal repayments totalling $6,250 have been made for the year ended December 31, 2018 (2017 – $6,250). Interest payments totalling $341 have been made for the year ended December 31, 2018 (2017 – $827).

 

The loan has been repaid in full during 2018.

 

(c)DBP Credit Facility with BCP

 

On August 9, 2017, the Company’s subsidiary DBP, entered into a credit facility with BCP for up to $15,000. The credit facility is for a 1-year term and is being used to fund short term working capital requirements. On August 9, 2017, the Company drew $8,000 from this facility at an interest rate of LIBOR plus 0.95%. On August 31, 2017, the Company drew the remaining $7,000 from this facility at an interest rate of LIBOR plus 1.05%. The credit facility was repaid in full on the anniversary date of August 9, 2018, while interest payments were made quarterly.

 

On August 9, 2018, the Company renewed the credit facility and drew $15,000 for another 1-year term to be used to fund short term working capital requirements. The new facility has an interest rate of 3M LIBOR plus 1.04%, with interest payments due quarterly. The credit facility is guaranteed by the common shares of DBP’s subsidiary Sociedad Minera Corona.

 

(d)Corona Notes payable with BBVA Banco Continental

 

In order to fund its short-term working capital needs, Corona repaid and drew down the following notes payable:

 

·On March 31, 2018 a $5,000 revolving credit facility with BBVA Banco Continental was obtained. The credit facility bears an interest rate of three-month LIBOR plus 2.52%. The facility was renewed on September 25, 2018.

 

·On September 25, 2018, the Company renewed the $5,000 revolving credit facility with BBVA Banco Continental at an interest rate of 2.68%, with a term of 90 days, and was repaid in full on December 24, 2018.

 

·On December 24, 2018, the Company renewed the revolving credit facility with BBVA Banco Continental, after repaying the $5,000 balance owed, and drew $5,000 at an interest rate of 2.80%, with a term of 30 days, to be repaid in full by January 24, 2019. The Company repaid the $5,000 owing on the revolving credit facility during January 2019.

 

 25 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

10Loans payable (continued)

 

(e)FIFOMI loan

 

·During January 2015, the Company’s Mexican Subsidiary, Dia Bras Mexicana S.A. de C.V, received a loan of MXP$120 million from Nacional Financiera, Sociedad Fiduciaria del Fideicomiso de Fomento Minero (“FIFOMI”) to be used for working capital purposes and capital expenditures, specifically the expansion of the Piedras Verdes Plant.

 

On February 2, 2015, DBM drew MXP$120 million (US$7,995). After deducting transaction costs of US$124, net proceeds were US$7,871.

 

Monthly principal repayments have taken place over four years beginning in January 2016 at an interest rate of TIIE + 3%. Interest payments began in February 2015 and during the year ended December 31, 2018, DBM has made interest payments of $248 (MXP$4,772) (2017 – $366 (MXP$6,918)). Principal payments of $1,560 (MXP$30,000) (2017 - $1,588 (MXP$30,000) have been made during the year ended December 31, 2018.

 

11Decommissioning liability

 

   December 31,   December 31, 
   2018   2017 
   $   $ 
         
Balance, beginning of year   13,271    13,852 
           
Liabilities settled during the year   (1,293)   (1,424)
Interest cost   684    843 
Revisions and new estimated cash flows   642    - 
Balance, end of year   13,304    13,271 
           
Less: current portion   (2,038)   (1,372)
Long-term decommissioning liability   11,266    11,899 

 

The Company’s decommissioning liability represents the present value of estimated costs for required future decommissioning and other site restoration activities. The majority of the decommissioning and site restoration expenditures occur at the end of each operation’s life. During 2018 and 2017, the decommissioning liability was calculated based on the following key assumptions:

 

   2018   2017 
   Mexico   Peru   Mexico   Peru 
                 
Estimated undiscounted cash flows ($)   965    15,580    1,021    15,203 
Discount rate (%)   10.0    7.0    10.0    6.9 
Settlement period  (years)   6    5-11    6    5-10 

 

 26 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

12Other liabilities

 

   December 31,   December 31, 
   2018   2017 
   $   $ 
Current        
Profit-sharing and other employee related obligations (a)   8,908    8,579 
           
Non-current          
           
Other employee related obligations   1,081    1,113 

 

(a)Profit sharing and other employee related obligations

 

As at December 31, 2018, there is a provision amounting to $5,965 for employee profit sharing in Peru and $2,943 for wages, salaries and other employee benefits outstanding (December 31, 2017 - $5,487 and $3,092, respectively).

 

13Share capital and share-based payments

 

(a)Authorized capital

 

The Company has an unlimited amount of authorized common shares with no par value.

 

(b)Restricted share units (“RSUs”)

 

The changes in RSU’s issued during the years ended December 31, 2018 and 2017 was as follows:

 

   December 31,   December 31, 
   2018   2017 
Outstanding, beginning of period   1,316,314    1,771,877 
Granted   679,627    1,126,254 
Exercised   (614,572)   (739,471)
Forfeited   (1,284)   (842,346)
Outstanding, end of period   1,380,085    1,316,314 

 

 27 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

13Share capital and share-based payments (continued)

 

On June 29, 2012, the Company’s shareholders approved the RSU plan, whereby RSUs may be granted to directors, officers, consultants or employees at the discretion of the Board of Directors. The RSU plan provides for the issuance of common shares from treasury upon the exercise of vested RSUs at no additional consideration. There is no cash settlement related to the vesting of RSU’s as they are all settled with equity. The current maximum number of common shares authorized for issue under the RSU plan is 8,000,000. The RSUs have vesting conditions determined by the Board of Directors, and the vesting conditions are non-market conditions and are not performance based.

 

During the year ended December 31, 2018, the Company granted two tranches of RSU’s totalling 679,627 which had a fair value of C$3.28 based on the closing share price at grant date. RSUs exercised during the year ended December 31, 2018 had a weighted average fair value of C$2.12 and the RSUs forfeited had a weighted average fair value of C$1.52 (2017 – C$3.49 and C$2.43, respectively). As at December 31, 2018, the weighted average fair value of the RSUs outstanding is C$3.01 (2017 – C$2.45).

 

The total RSU expense recognized during the year ended December 31, 2018 was $1,542 with a corresponding credit to other reserves (2017 - $1,198).

 

 28 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

14Non-controlling interest

 

Set out below is the summarized financial information of our subsidiary Corona which has a material non-controlling interest (note 2(b)). The information below is before intercompany eliminations and after fair value adjustments on acquisition of the entity.

 

Summarized balance sheet

 

   December 31,   December 31, 
   2018   2017 
   $   $ 
Current          
Assets   78,207    67,867 
Liabilities   (36,622)   (39,466)
Total current net assets   41,585    28,401 
           
Non-current          
Assets   162,733    155,259 
Liabilities   (37,519)   (39,404)
Total non-current net assets   125,214    115,855 
Net assets   166,799    144,256 

 

Summarized income statement

 

   For the year ended December 31, 
   2018   2017 
   $   $ 
           
Revenue   168,657    154,153 
Income before income tax   62,735    30,855 
Income tax expense   (24,047)   (10,014)
Total income   38,688    20,841 
Total income attributable to non-controlling interests   7,026    3,785 
Dividends paid to non-controlling interests   (2,883)   (3,372)

 

Summarized cash flows

 

   For the year ended December 31, 
   2018   2017 
   $   $ 
         
Cash flows from operating activities          
Cash generated from operating activities   83,178    76,269 
Net changes in non cash working capital items   875    (3,968)
Decomissioning liabilities settled   (1,293)   (1,423)
Income taxes paid   (29,529)   (15,994)
Net cash generated from operating activities   53,231    54,884 
Net cash used in investing activities   (25,243)   (18,740)
Net cash used in financing activities   (29,963)   (53,126)
Effect of foreign exchange rate changes on cash and cash equivalents   (35)   13 
Decrease in cash and cash equivalents   (2,010)   (16,969)
Cash and cash equivalents, beginning of period   19,908    36,877 
Cash and cash equivalents, end of period   17,898    19,908 

 

 29 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

15Expenses by nature

 

Mining costs include mine production costs, milling and transport costs, royalty expenses, site administration costs but not the primary mine development costs which are capitalized and depreciated over the specific useful life or reserves related to that development and ore included in depreciation and amortization. The mining costs for the years ended December 31, 2018 and 2017 relate to the Yauricocha, Bolivar and Cusi Mines.

 

(a)Mining costs

 

   2018   2017 
   $   $ 
Employee compensation and benefits   27,458    23,046 
Third party and contractors costs   46,599    43,041 
Depreciation   31,409    58,175 
Consumables   34,655    27,659 
Changes in inventory and other   6,468    7,233 
    146,589    159,154 

 

(b)General and administrative expenses

 

   2018   2017 
   $   $ 
Salaries and benefits   7,333    6,405 
Consulting and professional fees   3,987    6,583 
Other   1,462    1,581 
Office expenses   1,507    1,604 
Marketing and communication expenses   805    925 
Share-based compensation expense   1,542    1,162 
Listing and filing fees   344    390 
Director expenses   1,312    1,168 
Travelling expense   627    521 
    18,919    20,339 

 

16Other income (expenses)

 

   2018   2017 
   $   $ 
         
Gain on sale of supplies and fixed assets   85    58 
Interest income   36    36 
Allowance for inventory obsolescence   (1,739)   - 
Miscellaneous income (expenses)   330    724 
    (1,288)   818 

 

 30 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

17Interest expense and other finance costs

 

   2018   2017 
   $   $ 
         
Interest expense on BCP loan   2,903    2,370 
Interest expense on other liabilities   10    4 
Amortization of loan transaction costs   37    46 
Interest cost on decommissioning liability   684    843 
    3,634    3,263 

 

18Segment reporting

 

The Company primarily manages its business on the basis of the geographical location of its operating mines. The Company’s operating segments are based on the reports reviewed by the senior management group that are used to make strategic decisions. The Chief Executive Officer considers the business from a geographic perspective considering the performance of the Company’s business units. The corporate division only earns income that is considered to be incidental to the activities of the Company and thus it does not meet the definition of an operating segment; as such it has been included within “other reconciling items.”

 

The reporting segments identified are the following:

 

·Peru – Yauricocha Mine

 

·Mexico – Bolivar and Cusi Mines

 

The following is a summary of the reported amounts of net income (loss) and the carrying amounts of assets and liabilities by operating segment:

 

 31 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

18Segment reporting (continued)

 

   Peru   Mexico   Mexico   Canada     
   Yauricocha Mine   Bolivar Mine   Cusi Mine   Corporate   Total 
Year ended December 31, 2018  $   $       $   $ 
                     
Revenue (1)   168,657    52,451    11,263    -    232,371 
                          
Production cost of sales   (74,731)   (33,168)   (7,281)   -    (115,180)
Depletion of mineral property   (13,229)   (2,918)   (640)   -    (16,787)
Depreciation and amortization of property, plant and equipment   (4,626)   (8,197)   (1,799)   -    (14,622)
Cost of sales   (92,586)   (44,283)   (9,720)   -    (146,589)
                          
Gross profit from mining operations   76,071    8,168    1,543    -    85,782 
                          
Income (loss) from operations   60,640    1,836    919    (5,083)   58,312 
Interest expense and other finance costs   (2,637)   0    (997)   0    (3,634)
Other income (expense)   1,029    (1,967)   (347)   (3)   (1,288)
Foreign currency exchange loss   (26)   (1,694)   (299)   809    (1,210)
Income (loss) before income tax   59,006    (1,825)   (724)   (4,277)   52,180 
                          
Income tax expense   (24,068)   (1,768)   (504)   -    (26,340)
                          
Net income (loss) from operations   34,938    (3,593)   (1,228)   (4,277)   25,840 

 

December 31, 2018  Peru   Mexico   Canada     
                 
Total assets   209,159    145,775    1,507    356,441 
Non-current assets   163,222    120,528    67    284,943 
Total liabilities   124,020    27,607    1,209    152,836 

(1) Includes provisional pricing adjustments of: $1,289 for Yauricocha, $(190) for Bolivar, and $(45) for Cusi.

 

   Peru   Mexico   Mexico   Canada     
   Yauricocha Mine   Bolivar Mine   Cusi Mine   Corporate   Total 
Year ended December 31, 2017  $   $       $   $ 
                     
Revenue   154,153    44,949    6,016    -    205,118 
                          
Production cost of sales   (67,542)   (27,418)   (6,019)   -    (100,979)
Depletion of mineral property   (31,448)   (3,163)   (690)   -    (35,301)
Depreciation and amortization of property, plant and equipment   (12,783)   (8,275)   (1,816)   -    (22,874)
Cost of sales   (111,773)   (38,856)   (8,525)   -    (159,154)
                          
Gross profit (loss) from mining operations   42,380    6,093    (2,509)   -    45,964 
                          
Income (loss) from operations   29,428    (1,328)   (3,818)   (6,200)   18,082 
Loss on spin out of Plexmar net assets   -    -    -    (4,412)   (4,412)
Interest expense and other finance costs   (2,801)   -    (462)   -    (3,263)
Other income (expense)   1,156    (910)   (153)   725    818 
Foreign currency exchange loss   222    (723)   (128)   (1,108)   (1,737)
Income (loss) before income tax   28,005    (2,961)   (4,561)   (10,995)   9,488 
                          
Income tax expense   (10,047)   (269)   (32)   -    (10,348)
                          
Net income (loss) from operations   17,958    (3,230)   (4,593)   (10,995)   (860)

 

December 31, 2017  Peru   Mexico   Canada    
                 
Total assets   205,233    132,826    2,542    340,601 
Non-current assets   155,401    111,212    85    266,698 
Total liabilities   134,323    24,086    1,514    159,923 

 

 32 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

18Segment reporting (continued)

 

For the year ended December 31, 2018, 73% of the revenues ($168,657) were from two customers based in Peru and the remaining 27% of the revenues ($63,714) were from two customers based in Mexico. In Peru, the two customers accounted for 79% and 21% of the revenues. In Mexico, the two customers accounted for 82% and 18% of the revenues.

 

For the year ended December 31, 2017, 75% of the revenues ($154,153) were from two customers based in Peru and the remaining 25% of the revenues ($50,965) were from two customers based in Mexico. In Peru, the two customers accounted for 73% and 27% of the revenues. In Mexico, the two customers accounted for 88% and 12% of the revenues.

 

As at December 31, 2018, the trade receivable balance of $19,199 includes amounts outstanding of $3,995 and $15,204 from two customers in Mexico and two customers in Peru, respectively.

 

 33 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

19Financial instruments and financial risk management

 

The Company’s financial instruments include cash and cash equivalents, trade receivables, financial assets, accounts payable and loans payable.

 

(a)Financial assets and liabilities by category

 

  Amortized
Cost
   FVTPL   Total 
At December 31, 2018  $   $   $ 
Financial assets               
Cash and cash equivalents   21,832    -    21,832 
Trade receivables (1)        19,199    19,199 
Total Financial assets   21,832    19,199    41,031 
                
Financial liabilities               
Accounts payable   24,662    -    24,662 
Loans payable   56,253    -    56,253 
Total Financial liabilities   80,915    -    80,915 

 

  Loans and
receivables
   Other financial
liabilities
   Total 
At December 31, 2017  $   $   $ 
Financial assets               
Cash and cash equivalents   23,878    -    23,878 
Trade receivables (1)   20,613    -    20,613 
Total Financial assets   44,491    -    44,491 
                
Financial liabilities               
Accounts payable   -    19,004    19,004 
Loans payable   -    64,860    64,860 
Total Financial liabilities   -    83,864    83,864 

 

(1)Trade receivables exclude sales and income tax receivables.

 

(b)Fair value of financial instruments

 

As at December 31, 2018 and 2017, the fair value of the financial instruments approximates their carrying value.

 

(c)Fair value hierarchy

 

Financial instruments carried at fair value are categorized based on a three level valuation hierarchy that reflects the significance of inputs used in making the fair value measurements as follows:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets and liabilities

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)

 

 34 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

19Financial instruments and financial risk management (continued)

 

The Company’s metal concentrate sales are subject to provisional pricing with the selling prices adjusted at the end of the quotational period. The Company’s trade receivables are marked-to-market at each reporting period based on quoted forward prices for which there exists an active commodity market.

 

Level 3 – inputs for the asset or liability that are not based on observable market data.

 

At December 31, 2018 and 2017, the levels in the fair value hierarchy into which the Company’s financial assets and liabilities are measured and recognized on the Consolidated Statement of Financial Position are categorized as follows:

 

   December 31, 2018   December 31, 2017 
   Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
Recurring measurements  $   $   $   $   $   $   $   $ 
Trade receivables (1)     -    19,199    -    19,199    -    20,613    -    20,613 
    -    19,199    -    19,199    -    20,613    -    20,613 

 

(1)Trade receivables exclude sales and income tax receivables.

 

There were no transfers between level 1 and level 2 during the years ended December 31, 2018 and 2017.

 

(d)Financial risk management

 

The Company is exposed to financial risks, including credit risk, liquidity risk, currency risk, interest rate risk and price risk. The aim of the Company’s overall risk management strategy is to reduce the potential adverse effect that these risks may have on the Company’s financial position and results. The Company’s Board of Directors has overall responsibility and oversight of management’s risk management practices. Risk management is carried out under policies approved by the Board of Directors. The Company may from time to time, use foreign exchange contracts and commodity price future and forward contracts to manage its exposure to fluctuations in foreign currency and metals prices. The Company does not ordinarily enter into hedging arrangements to cover long term commodity price risk unless it has the obligation to so under a credit facility, which would be approved of the Board of Directors.

 

 35 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

19Financial instruments and financial risk management (continued)

 

i)Market Risk

 

(1)Currency risk

 

Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company and its subsidiaries’ financial instruments are exposed to currency risk where those instruments are denominated in currencies that are not the same as their functional currency; exchange gains and losses in these situations impact net income or loss. The Company’s sales of silver, copper, lead and zinc are denominated in United States dollars and the Company’s costs are incurred in Canadian dollars, United States dollars, Mexican pesos and Peruvian Nuevo Soles. The United States dollar is the functional currency of the Peruvian and Mexican entities. The Canadian dollar is the functional currency of all other entities. The company also holds cash and cash equivalents, trade and other receivables and accounts payable that are subject to currency risk.

 

The following are the most significant areas of exposure to currency risk:

 

   December 31, 2018 
   CAN dollar   Mexican
Peso
   Peruvian
Nuevo
Soles
   Total $ 
                 
Cash and cash equivalents   183    393    1,064    1,640 
Income tax and other receivables   32    8,748    617    9,397 
    215    9,141    1,681    11,037 
                     
Accounts payable and other liabilities   (1,268)   (22,865)   (19,632)   (43,765)
                     
Total   (1,053)   (13,724)   (17,951)   (32,728)

 

   December 31, 2017 
   CAN dollar   Mexican
Peso
   Peruvian
Nuevo Soles
   Total $ 
                 
Cash and cash equivalents   132    167    634    933 
Income tax and other receivables   158    9,618    918    10,694 
    290    9,785    1,552    11,627 
                     
Accounts payable and other liabilities   (1,461)   (30,674)   (21,838)   (53,973)
                     
Total   (1,171)   (20,889)   (20,286)   (42,346)

 

 36 | Page

 

 

Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

19Financial instruments and financial risk management (continued)

 

The Company manages and monitors this risk with the objective of mitigating the potential adverse effect that fluctuations in currencies against the Canadian dollar and US dollar could have on the Company’s Consolidated Statement of Financial Position and Consolidated Statement of income (loss). As at December 31, 2018, the Company has not entered into any derivative contracts to mitigate this risk.

 

A 10% appreciation in the US dollar exchange rate against the Peruvian Nuevo Soles and the Mexican Peso based on the financial assets and liabilities held at December 31, 2018, with all the other variables held constant, would have resulted in an increase to the Company’s net income of $1,992 (increase in loss in 2017 of $4,118).

 

A 10% appreciation in the Canadian dollar exchange rate against the US dollar based on the financial assets and liabilities held at December 31, 2018 and 2017, with all the other variables held constant, would have resulted in a negligible impact to the Company’s net income (loss).

 

(2)Interest rate risk

 

Interest rate risk is the risk that the fair values or future cash flows of the Company will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its loans payable (note 10). The Company monitors its exposure to interest rates closely and has not entered into any derivative contracts to manage its risk. The weighted average interest rate paid by the Company during the year ended December 31, 2018 on its loans and notes payable in Peru was 4.26% (2017 – 4.31%). With all other variables unchanged a 1% increase in the interest rate would have increased the Company’s net loss by $486 (2017 - $541). The interest rate paid by the Company during the year ended December 31, 2018 on its loans payable in Mexico was 5.63% (2017 – 5.74%). With all other variables unchanged a 1% increase in the interest rate would have increased the Company’s net income by $57 (2017 - $60).

 

(3)Commodity price risk

 

Commodity price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market.

 

As at December 31, 2018 and 2017, the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. Commodity price risk exists solely in Mexico as the Company fixes metal prices with the purchaser of its concentrates for specific sales for which concentrates have been delivered. The Company’s exposure to commodity price risk is as follows:

 

   2018   2017 
Commodity  $   $ 
         
10% decrease in silver prices   (62)   (27)
10% decrease in copper prices   (325)   (456)
10% decrease in lead prices   (1)   (1)
10% decrease in gold prices   (134)   (87)

 

As at December 31, 2018 and 2017, the Company did not have any forward contracts outstanding.

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

19Financial instruments and financial risk management (continued)

 

ii)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligation as they fall due. The Company has in place planning, budgeting and forecasting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its expansion and development plans. The Company tries to ensure that it has sufficient committed credit facilities to meet its short-term operating needs, note 10.

 

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following table summarizes the remaining contractual maturities and undiscounted cash flows as at December 31, 2018 of the Company’s financial liabilities and operating and capital commitments:

 

                       As at December 31, 
   Within 1 year   1-2 years   2-5 years   After 5 years   Total   2018 
   $   $   $   $   $   $ 
                         
Accounts payable and accrued liabilities   36,092    -    -    -    36,092    36,092 
Loans payable   27,520    6,000    22,733    -    56,253    56,253 
Interest on loans payable   198    127    250    -    575    575 
Other liabilities   8,908    1,081    -    -    9,989    9,989 
Total Commitments   72,718    7,208    22,983    -    102,909    102,909 

 

In the opinion of management, the working capital at December 31, 2018, together with future cash flows from operations and available loan facilities, is sufficient to support the Company’s commitments through 2019.

 

iii)Credit risk

 

Credit risk is the risk that the counterparty to a financial instrument might fail to discharge its obligations under the terms of a financial contract. Credit risk is primarily associated with trade receivables; however, it also arises on cash and cash equivalents. The Company sells its concentrate to large international organizations. The Company is exposed to significant concentration of credit risk given that all of its revenues from Peru and Mexico were from two customers at each of the locations. There are no significant provisions recorded for expected credit losses as at December 31, 2018.

 

The Company’s policy is to keep its cash and cash equivalents only with highly rated financial institutions and to only invest in government securities. The Company considers the risk of loss associated with cash and cash equivalents to be low. The counterparty to the financial asset is a large international financial institution with strong credit ratings and thus the credit risk is considered to be low.

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

19Financial instruments and financial risk management (continued)

 

The Company’s maximum exposure to credit risk is as follows:

 

   December 31,   December 31, 
   2018   2017 
   $   $ 
Cash and cash equivalents   21,832    23,878 
Trade receivables   19,199    20,613 
    41,031    44,491 

 

20Capital management

 

The Company’s objectives of capital management are to safeguard its ability to support the Company’s normal operating requirements on an ongoing basis; continue the development and exploration of its mining properties and pursue strategic growth initiatives, while minimizing the cost of such capital; and to provide an adequate return to its shareholders.

 

The capital of the Company consists of items included in equity attributable to owners of the Company and debt, net of cash and cash equivalents as follows:

 

   December 31,   December 31, 
   2018   2017 
   $   $ 
Equity attributable to owners of the Company   173,355    154,571 
Loans payable   56,253    64,860 
    229,608    219,431 
Less: Cash and cash equivalents   (21,832)   (23,878)
    207,776    195,553 

 

In order to facilitate the management of capital requirements, annual budgets are prepared and updated as necessary based on various factors, many of which are beyond the Company’s control. In assessing liquidity, the Company takes into account its expected cash flows from operations, including capital asset expenditures, and its cash and cash equivalents. The Board of Directors reviews the annual and updated budgets.

 

The Company ensures that there are sufficient committed credit facilities to meet its short-term requirements. At December 31, 2018, the Company expects its current capital resources to be sufficient to support its normal operating requirements on an ongoing basis and planned development and explorations programs. At December 31, 2018, the Company was in compliance with the external capital requirements.

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

21Related party transactions

 

(a)Related party transactions

 

During the year ended December 31, 2018, the Company recorded consulting fees of $200 (2017 - $200) to companies related by common directors or officers. At December 31, 2018, accounts payable and accrued liabilities include $Nil (2017 – $Nil) with these related parties. Related party transactions occurred in the normal course of business. As at December 31, 2018, the Company has accounts receivable outstanding from these related parties of $Nil (2017 - $Nil).

 

(b)Compensation of directors and key management personnel

 

The remuneration of the Company’s directors, officers and other key management personnel during the years ended December 31, 2018 and 2017 are as follows:

 

   2018   2017 
   $   $ 
Salaries and other short term employment benefits   2,816    2,968 
Share-based payments   1,500   2,753 
Total compensation   4,316    5,721 

 

22Supplemental cash flow information

 

Changes in working capital

 

   2018   2017 
   $   $ 
Trade and other receivables   1,869    (10,092)
Financial and other assets   (401)   (427)
Income tax receivable   78    61 
Inventories   (2,917)   (1,624)
Accounts payable and accrued liabilities   4,201    5,116 
Income taxes payable   (311)   (339)
Other liabilities   (72)   (594)
    2,447    (7,899)

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

23Revenues from mining operations

 

The Company has recognized the following amounts related to revenue in the consolidated statements of income:

 

   Year Ended 
   December 31, 2018 
   $ 
Revenues from contracts with customers   231,373 
Provisional pricing adjustments on concentrate sales   998 
Total revenues   232,371 

 

The following table sets out the disaggregation of revenue by metals and form of sale:

 

   Year Ended 
   December 31, 2018 
   $ 
Revenues from contracts with customers:     
Silver   32,890 
Copper   84,838 
Lead   24,862 
Zinc   82,441 
Gold   6,342 
Total revenues from contracts with customers   231,373 

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

24Contingencies

 

The Company and its subsidiaries have been named as defendants in certain actions incurred in the normal course of business. In all cases the Company and its subsidiaries will continue to vigorously defend the actions and an accrual has been made in the consolidated financial statements for matters that are probable and can be reasonably estimated.

 

The contingencies outstanding associated with our Mexican subsidiaries are as follows:

 

a)In October 2009, Polo y Ron Minerals, S.A. de C.V. (“P&R”) sued the Company and one of its subsidiaries, Dia Bras Mexicana S.A. de C.V. P&R claimed damages for the cancellation of an option agreement (the “Option Agreement”) regarding the San Jose properties in Chihuahua, Mexico (the “San Jose Properties”). The Company believes that it has complied with all of its obligations pertaining to the Option Agreement. In October 2011, the 8th Civil Court of the Judicial District of Morelos in Chihuahua issued a resolution that absolved the Company from the claims brought against it by P&R on the basis that P&R did not provide evidence to support any of its claims. P&R appealed this resolution to the State Court, which overruled the previous resolution and ordered the Company to: (i) transfer to P&R 17 mining concessions from the Company’s Bolivar project, including the mining concessions where both mine operations and mineral reserves estimates are located; and (ii) pay $422,674 to P&R. In February 2013, a Federal Court in the State of Chihuahua granted the Company a temporary suspension of the adverse resolution issued by the State Court of Chihuahua, Mexico. On February 12, 2016 The Second Federal Collegiate Court of Civil and Labor Matters, of the Seventeenth circuit in the State of Chihuahua, ("the Federal Court") issued a new judgment ruling that the State Court lacked jurisdiction to rule on issues concerning mining titles, and that no previous rulings by the State Court against the Company shall stand. They ordered the cancellation of the previous adverse resolution by the state Court. The Company will continue to vigorously defend this claim. Sierra Metals continues to believe that the original claim is without merit.

 

b)In 2009, a personal action was filed in Mexico against DBM by an individual, Ambrosio Bencomo Muñoz as administrator of the intestate succession of Ambrosio Bencomo Casavantes y Jesus Jose Bencomo Muñoz, claiming the annulment and revocation of the purchase agreement of two mining concessions, Bolívar III and IV between Minera Senda de Plata S.A. de C.V. and Ambrosio Bencomo Casavantes, and with this, the nullity of purchase agreement between DBM and Minera Senda de Plata S.A. de C.V. In June 2011, the Sixth Civil Court of Chihuahua, Mexico, ruled that the claim was unfounded and dismissed the case, the plaintiff appealed to the State Court. The process is in the appealing court. The Company will continue to vigorously defend this action and is confident that the claim is of no merit.

 

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Sierra Metals Inc.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017
(In thousands of United States dollars, unless otherwise stated)

 

25Distribution of Cautivo Mining Inc. Shares

 

On August 8, 2017, the Company announced the completion of the previously announced distribution of Cautivo Mining Inc.’s (“Cautivo”) common shares, issuance of rights pursuant to Cautivo’s rights offering, and listing of the Cautivo Shares and the Rights on the Canadian Securities Exchange (the “CSE”).

 

The distribution was completed by distributing to holders of Sierra common shares (other than ineligible holders) of record on July 26, 2017 all of the issued and outstanding Cautivo Shares, being 3,253,588 Cautivo Shares, as a return of capital, reducing Sierra’s shareholdings in Cautivo from 100% to nil. The Cautivo Shares were distributed pursuant to a spin-off by Sierra and Sierra did not receive any proceeds from the distribution. Immediately following this distribution, Cautivo issued 11,904,761 Rights pursuant to the Rights Offering, whereby holders of Sierra common shares received 3.6589638 Rights for every Sierra common share held. For every whole Right held, a holder is entitled to subscribe for one Cautivo Share at a price of C$0.84 per share at any time from August 8, 2017 to August 29, 2017.

 

Effective August 8, 2017, the Cautivo Shares and the Rights commenced trading on the CSE under the trading symbols “CAI” and “CAI.RT”, respectively.

 

On July 26, 2017, the company disposed of Plexmar Resources and Cautivo Mining Inc. to the shareholders of the company as a return of capital.

 

A total of 3,253,588 shares were issued, as well as rights to subscribe for up to 11,904,761 shares at $0.84 per share. As a result of this transaction the Company realized a non-cash loss on distribution of the net assets of Plexmar of $4,412 and a distribution of capital of $2,700 to shareholders relating to the fair value of the assets distributed.

 

26Subsequent Events

 

Closing of New Senior Secured US$100 Million Corporate Credit Facility

 

On March 11, 2019, the Company entered into a new six-year senior secured corporate credit facility (“Corporate Facility”) with Banco de Credito del Peru (“BCP”) that provides funding of up to US$100 million effective March 8, 2019. The Corporate Facility provides the Company with additional liquidity and will provide the financial flexibility to fund future capital projects in Mexico as well as corporate working capital requirements. The Company will also use the proceeds of the new facility to repay existing debt balances in the near term.

 

Repayment of FIFOMI Loan in Mexico

 

During February 2019, the Company repaid the remaining US$1,657 owed on Dia Bras Mexicana’s loan from FIFOMI. This repayment prior to the loan’s maturity date did not result in any financial penalties and was within the terms of the agreement.

 

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