10-Q 1 form10q.htm QUARTERLY REPORT END MARCH 31, 2010 Revett Minerals Inc.: Form 10-Q - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _________TO_________.

REVETT MINERALS INC.
(Exact name of small business issuer in its charter)

Canada Not Applicable
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

11115 East Montgomery, Suite G
Spokane Valley, Washington 99206

(Address of principal executive offices)

Registrant’s telephone number: (509) 921-2294

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] yes
[ ] no

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
[ ] yes [X] No

At March 31, 2010 131,234,195 shares of common stock were issued and outstanding.

1


INDEX

    PAGE 
PART I – FINANCIAL INFORMATION  
   
ITEM 1. FINANCIAL STATEMENTS  4
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18
   
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND HEDGING ACTIVITIES 28
   
ITEM 4. CONTROLS AND PROCEDURES  28
     
PART II – OTHER INFORMATION  
   
ITEM 1. LEGAL PROCEEDINGS  29

2


Part I – Financial Information

Item 1. Financial Statements (unaudited)

 

Revett Minerals Inc. and Subsidiaries  
Contents  
   
    Page
FINANCIAL STATEMENTS:  
   
                   Consolidated balance sheets 4
   
                   Consolidated statements of operations and comprehensive income (loss) 5
   
                   Consolidated statements of cash flow 6
   
                   Consolidated statements of shareholders’ equity 7
   
                   Notes to consolidated financial statements 8-17

3


Revett Minerals Inc.
Consolidated Balance Sheets
at March 31, 2010 and December 31, 2009
(expressed in thousands of United States dollars except share and per share amounts)

    March 31, 2010     December 31, 2009  
    (unaudited)        
Assets            
Current Assets            
Cash and cash equivalents $  3,730   $  2,622  
Concentrate settlement and other receivables   2,638     1,237  
Inventories (note 3)   3,651     3,630  
Prepaid expenses and deposits   596     290  
                   Total current assets   10,615     7,779  
Property, plant, and equipment (net) (note 4)   52,597     52,319  
Restricted cash   6,643     6,633  
Other long term assets   921     969  
             
                   Total assets $  70,776     67,700  
             
Liabilities and shareholders’ equity            
Current liabilities            
Trade accounts payable $  3,600   $  3,251  
Payroll liabilities   891     965  
Income, property and mining taxes   1,167     1,409  
Other accrued liabilities   340     753  
Current portion of long term debt (note 5)   1,614     1,603  
                 Total current liabilities   7,612     7,981  
             
Long-term portion of debt (note 5)   2,505     2,572  
Reclamation and remediation liability (note 7 (a))   8,339     8,166  
                 Total liabilities   18,456     18,719  
             
Shareholders' equity            
Preferred stock, no par value, unlimited authorized, nil issued and outstanding            
Common stock, no par value unlimited authorized, 131,234,195 (2009- 125,978,614) shares issued and outstanding (note 6 (a))   62,603     60,988  
Contributed surplus   4,261     3,450  
Deficit   (14,544 )   (15,457 )
                 Total equity   52,320     48,981  
             
Commitments and contingencies (note 7)            
             
                 Total liabilities and shareholders’ equity $  70,776   $  67,700  

See accompanying notes to unaudited interim consolidated financial statements.

4


Revett Minerals Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)
Three months ended March 31, 2010 and 2009
(expressed in thousands of United States dollars except share and per share amounts)
(unaudited)

    Three month period     Three month period  
    ended March 31, 2010     ended March 31, 2009  
             
             
             
Revenues $  12,127   $  8,340  
Expenses:            
Cost of sales (note 3)   8,755     8,117  
Depreciation and depletion   625     627  
Exploration and development   96     74  
General & administrative   1,434     708  
Accretion of reclamation and remediation liability   173     155  
    11,083     8,480  
         Income (loss) from operations            
    1,044     (1,341 )
             
Other income (expenses):            
Interest expense   (125 )   (169 )
Interest and other income   27     101  
Foreign exchange gain (loss)   8     (26 )
         Total other income (expenses)   (90 )   (94 )
             
Net income (loss) before non controlling interest and taxes   954     (1,435 )
             
Income tax recovery (expense)   (41 )   269  
             
Net income (loss) before non controlling interest   913     (1,166 )
             
Non controlling interest   -     307  
             
Net income (loss) and comprehensive (loss) for the period $  913   $  (859 )
             
Basic earnings (loss) per share $  0.01   $  (0.01 )
             
Diluted earnings (loss) per share $  0.01   $  (0.01 )
             
Weighed average number of shares outstanding   129,991,537     80,089,847  
             
Weighted average number of diluted shares outstanding   144,668,582     80,089,847  

See accompanying notes to unaudited interim consolidated financial statements.

5


Revett Minerals Inc.
Consolidated Statements of Cash Flows
Three months ended March 31, 2010 and 2009
(expressed in thousands of United States dollars except share and per share amounts)
(unaudited)

    Three month period     Three month period  
    ended March 31,     ended March 31, 2009  
    2010        
             
             
Cash flows from operating activities:            
Net income (loss) for the period $  913   $  (859 )
Adjustment to reconcile net income to net cash generated (used) by
operating activities:
Depreciation and amortization   625     627  
Accretion of debt   58     -  
Accretion of reclamation and remediation liability   173     155  
Foreign exchange loss (gain)   (8 )   26  
Stock based compensation   842     11  
Loss on disposal of fixed assets   -     243  
Future income tax recovery   -     (269 )
Non controlling interest   -     (307 )
Accrued interest from reclamation trust fund   (10 )   (28 )
Amortization of prepaid insurance premium   48     41  
Changes in:            
Concentrate settlement and other receivable   (1,401 )   (2,086 )
Inventory   (21 )   391  
Prepaid expenses and deposits   (306 )   68  
Accounts payable and accrued liabilities   (23 )   1,079  
Net cash generated (used) by operating activities   890     (884 )
             
             
Cash flows from investing activities:            
Other long term assets   -     2  
Purchase of plant and equipment   (859 )   (289 )
Net cash provided (used) by investing activities   (859 )   (287 )
             
Cash flows from financing activities:            
Proceeds form the issuance of common stock, net   1,225     564  
Repayment of capital leases   (156 )   (27 )
Net cash from (used by) financing activities   1,069     537  
             
Effects of foreign exchange on cash held            
In foreign currencies   8     (26 )
             
Net (decrease) increase in cash and cash equivalents   1,108     (660 )
Cash and cash equivalents, beginning of period   2,622     1,633  
Cash and cash equivalents, end of period $  3,730   $  973  
             
Supplementary cash flow information:            
Cash paid for interest expense $  70   $  144  
Non cash transactions:            
Note payable in lieu of concentrate settlement payable   -     4,292  
Common stock issued to acquire non controlling interest   -     1,398  
Common stock issued for settlement of accrued compensation   359     -  
Acquisition of plant and equipment under capital lease   42     1,082  
Redemption of shares for a royalty interest   -     41  

See accompanying notes to unaudited interim consolidated financial statements.

6


Revett Minerals Inc.
Consolidated Statements of Shareholders’ Equity
Three months ended March 31, 2010 and year ended December 31, 2009
(expressed in thousands of United States dollars except share and per share amounts)
(unaudited)

    Common Shares     Contributed              
    Shares     Amount     Surplus     Deficit     Total  
Balance, December 31, 2008   75,210,697   $  56,899   $  1788   $  (10,490 ) $  48,197  
Issued to acquire non controlling interest   25,583,487     2,388     -     -     2,388  
Issue of shares for cash   3,855,558     279     -     -     279  
Issue of units for cash   10,000,000     323     241     -     564  
Issue of shares and warrants on debt restructuring 8,333,333 1,000 621 - 1,621
Issue of shares for settlement of accounts payable 3,513,098 545 - - 545
Issue of shares for exercise of warrants and options 87,500 12 (4 ) - 8
Redemption of shares for royalty   (605,059 )   (458 )   417     -     (41 )
Stock-based compensation on options granted - - 387 - 387
Net loss for the period   -     -     -     (4,967 )   (4,967 )
Balance, December 31, 2009   125,978,614   $  60,988   $  3,450   $  (15,457 ) $  48,981  
                               
                               
Issue of shares for cash   3,613,899     1,147     -     -     1,147  
Issue of shares for compensation   834,182     359     -     -     359  
Issue of shares for exercise of warrants and options 807,500 109 (31 ) - 78
Stock-based compensation on options granted - - 842 - 842
Net income for the period   -     -     -     913     913  
Balance, March 31, 2010   131,234,195   $  62,603   $  4,261   $  (14,544 ) $  52,320  

See accompanying notes to unaudited interim consolidated financial statements

7


Revett Minerals Inc.
Notes to Consolidated Financial Statements
Three months ended March 31, 2010
(Expressed in United States dollars, unless otherwise stated)
(Tabular amounts expressed in thousands of United States dollars, except share and per share amounts)
unaudited

1. Basis of Presentation and going concern

In the opinion of management, the accompanying unaudited interim consolidated balance sheet and consolidated statements of operations, cash flows, and shareholders’ equity contain all adjustments, consisting of normal recurring items, necessary to present fairly, in all material respects, the financial position of Revett Minerals Inc. (“Revett Minerals” or the “Company”) as of March 31, 2010, and the results of its operations and its cash flows for the three month periods ended March 31, 2010 and 2009. The operating and financial results for Revett Minerals for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010.

These unaudited interim financial statements are prepared using the same accounting policies and methods of application as those disclosed in note 2 to the Company’s audited financial statements for the year ended December 31, 2009 except that in 2010, the Company changed the presentation of transportation and refining costs. In the past, the transportation and refining cost were netted against revenues, whereas now the transportation and refining are included in cost of sales. The 2009 revenues and cost of sales have each been increased by $1.2 million compared to amounts previously reported to reflect this presentation change. These financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial statements and accordingly, these interim financial statements do not include all the notes to the financial statements required in audited annual financial statements and as such these statements should be read in conjunction with the most recently completed audited annual financial statements and notes of the Company for the year ended December 31, 2009. These statements have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”). Material differences between Canadian GAAP and generally accepted accounting principles in the United States (“US GAAP”) are disclosed in note 9. All currency is reported in United States dollars unless otherwise specified.

At March 31, 2010, the Company had working capital of $3.0 million and the Company earned income for the three months ended March 31, 2010 of $0.9 million. Declines in the price of copper and silver could result in a reduction in working capital and cash flows. At current copper and silver prices the Company generated a positive cash flow. The Company is currently investigating a number of alternative means of raising additional capital with potential lenders and investors for the advancement of the Rock Creek project. However, no assurance can be given that these efforts will prove to be successful. The Company does not have sufficient cash to undertake significant activities at Rock Creek at this time.

The Company’s continuing operations and the underlying value and recoverability of the mineral property, plant and equipment of the Troy mine and the Rock Creek property are dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to profitability operate the Troy Mine, obtaining the necessary financing to complete exploration and development of the Rock Creek property, obtaining the necessary operating permits for the Rock Creek property and future profitable production or sufficient proceeds from the sale of the Rock Creek property.

These financial statements are prepared on a going concern basis. The financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate.

8


Revett Minerals Inc.
Notes to Consolidated Financial Statements
Three months ended March 31, 2010
(Expressed in United States dollars, unless otherwise stated)
(Tabular amounts expressed in thousands of United States dollars, except share and per share amounts)
unaudited

If going concern basis was not appropriate for these financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used.

2. Future Accounting Changes

Canada’s Accounting Financial Standards Board has ratified a strategic plan that will result in Canadian GAAP, as used by publicly accountable enterprises, being fully converged with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board over a transitional period. Full adoption of IFRS is required for all publically accountable enterprises for fiscal years beginning on or after January 1, 2011. The Company is currently planning to adopt accounting principles generally accepted in the United States of America (US GAAP) as permitted by Canadian Securities regulatory authorities for the fiscal year commencing January 1, 2011 and adopt IFRS if and when IFRS and US GAAP converge. Material differences between Canadian GAAP and US GAAP and their impact on the consolidated financial statements are disclosed in note 9.

3. Inventory

The major components of the Company’s inventory accounts are as follows:

    March 31, 2010     Dec. 31, 2009  
    (unaudited)        
Concentrate inventory $  862   $  885  
Material and supplies   2,789     2,745  
  $  3,651   $  3,630  

Cost of goods sold comprised of the following:

Nature of expense   March 31, 2010     March 31, 2009  
    (unaudited)     (unaudited)  
Raw materials and consumables used $  3,258   $  2,530  
Labor costs   3,118     2,606  
Other costs   2,357     2,919  
Net change in concentrate inventory   22     62  
Total cost of goods sold $  8,755   $  8,117  

9


Revett Minerals Inc.
Notes to Consolidated Financial Statements
Three months ended March 31, 2010
(Expressed in United States dollars, unless otherwise stated)
(Tabular amounts expressed in thousands of United States dollars, except share and per share amounts)
unaudited

4. Mineral Property, Plant, Equipment and Mine Development

The major components of the Company’s mineral property, plant, and equipment accounts are as follows:

    March 31, 2010     Dec. 31, 2009  
    (unaudited)        
TROY:            
  Property acquisition and development costs $  7,092   $  6,264  
  Plant and equipment   13,285     13,212  
  Buildings and structures   2,518     2,518  
    22,895     21,994  
ROCK CREEK:            
  Property acquisition costs   34,822     34,822  
OTHER, corporate   3,674     3,674  
OTHER, mineral properties   118     118  
    61,509     60,608  
Accumulated depreciation and depletion:            
  Troy Property acquisition and development costs   (3,859 )   (3,665 )
  Troy plant and equipment   (4,166 )   (3,812 )
  Troy buildings and structures   (798 )   (724 )
    (8,823 )   (8,201 )
  Other corporate assets   (89 )   (88 )
    (8,912 )   (8,289 )
  $  52,597   $  52,319  

5. Long-term debt

The balance of the Company’s long term debt and capital lease obligations were as follows:

    March 31, 2010     Dec. 31, 2009  
    (unaudited)        
             
Note payable $  2,550   $  2,492  
Capital leases   1,569     1,683  
    4,119     4,175  
Current portion   (1,614 )   (1,603 )
  $  2,505   $  2,572  

On January 23, 2009, the Company entered into a Senior Floating Rate Note (the “Note”) with an interest rate of LIBOR plus five percent with its primary concentrate sales customer. The Note requires principal payments of $0.5 million on each June 30 and December 31 through December 31, 2011, and the remaining principal payment of $0.9 million is due on June 30, 2012. The Company is also required to make additional payments equal to the amount by which the Company’s cash balance exceeds $3.0 million at the end of each quarter to a maximum payment of $0.5 million per quarter, commencing on March 31, 2010. For purposes of the additional payment requirement, cash balance is defined as total cash minus accounts payable and certain mine development expenses. As at March 31, 2010, no additional payments are required. The principal amount of the note of $2.9 million has been reduced by financing costs of $0.3 million which resulted from the issue of warrants in connection with amendments made to the terms of the Note on August 24, 2009. The finance costs are being amortized over the remaining life of the note using the effective interest method. The Company has granted a first-priority mortgage on certain lands acquired for the Rock Creek project. If the lands are sold by the Company, the proceeds must be used to repay the note.

10


Revett Minerals Inc.
Notes to Consolidated Financial Statements
Three months ended March 31, 2010
(Expressed in United States dollars, unless otherwise stated)
(Tabular amounts expressed in thousands of United States dollars, except share and per share amounts)
unaudited

6. Share Capital

(a) Common Stock

The Company has one class of no par value common stock of which an unlimited number are authorized for issue. The holders of common stock are entitled to receive dividends without restriction when and if declared by the board of directors. Holders of the Company’s common stock are not entitled to preemptive rights to acquire additional shares of common stock and do not have cumulative voting rights. At March 31, 2010, the Company had 131,234,195 shares of common stock outstanding.

During the quarter ended March 31, 2010, the Company issued 3,613,899 common shares for cash in the amount of $1.1 million pursuant to a private placement; issued 834,182 common shares to settle accrued compensation to employees and directors in the amount of $ 0.4 million; and issued 807,500 common shares on exercise of warrants and stock options for cash proceeds of $0.1 million.

(b) Preferred Stock

The Company is authorized to issue an unlimited number of no par preferred stock. The Company’s board of directors is authorized to create any series and, in connection with the creation of each series, to fix by resolution the number of shares of each series, and the designations, powers, preferences and rights; including liquidation, dividends, conversion and voting rights, as they may determine. At March 31, 2010, no preferred stock was issued or outstanding.

(c) Stock options

The Company’s Equity Incentive Plan authorizes the Company to reserve and have available for issue, 18,000,000 shares of common stock. There were 2,655,000 stock options granted during the three months ended March 31, 2010 with an exercise price of Cdn $0.437, expiring on March 30, 2015. The Company used the Black-Scholes option pricing formula with a risk-free interest rate of 2.41%, volatility of 100% and an expected life of the options of 60 months to calculate the fair values of the options. The weighted average fair value per share was $0.32. During the three months ended March 31, 2010, 100,000 options were cancelled or expired and 170,000 options were exercised.

11


Revett Minerals Inc.
Notes to Consolidated Financial Statements
Three months ended March 31, 2010
(Expressed in United States dollars, unless otherwise stated)
(Tabular amounts expressed in thousands of United States dollars, except share and per share amounts)
unaudited

As at March 31, 2010, the following stock options were outstanding:

Options Options Exercise Expiry
Granted Exercisable Price (Can $) Date
600,000 600,000 0.76 April 27, 2010
75,000 75,000 0.55 July 19, 2010
750,000 750,000 0.15 May 1, 2011
40,000 40,000 1.25 May 12, 2011
50,000 50,000 0.33 June 30, 2011
20,000 20,000 1.25 September 15, 2011
1,145,000 1,145,000 1.10 October 4, 2011
25,000 25,000 1.45 December 4, 2011
750,000 750,000 1.11 January 12, 2012
40,000 40,000 1.15 March 5, 2012
30,000 30,000 0.60 April 29, 2013
210,000 210,000 0.84 November 19, 2013
200,000 200,000 0.095 March 31, 2014
2,485,000 2,485,000 0.105 March 31, 2014
635,000 635,000 0.09 April 27, 2014
965,000 965,000 0.09 September 10, 2014
100,000 100,000 0.21 November 2, 2014
180,000 180,000 0.33 December 30, 2014
2,655,000 2,655,000 0.437 March 30, 2015
10,955,000 10,955,000 0.43  

(d) Stock Purchase Warrants

The following stock purchase warrants were outstanding at March 31, 2010 for the purchase of common shares of Revett Minerals.

  WARRANT SUMMARY TABLE
       
  Number Exercise price Expiry
Revett Minerals 3,054,659 US$ 1.00 October 7, 2010
Revett Minerals 6,825,000 US$ 0.10 February 12, 2011
Revett Minerals 300,000 Can $0.50 October 20, 2011
Revett Minerals 10,000,000 US$ 0.20 June 30, 2012
  20,179,659    

During the three months ended March 31, 2010, 637,500 warrants were exercised.

12


Revett Minerals Inc.
Notes to Consolidated Financial Statements
Three months ended March 31, 2010
(Expressed in United States dollars, unless otherwise stated)
(
Tabular amounts expressed in thousands of United States dollars, except share and per share amounts)
unaudited

7. Commitments and Contingencies

 a) Reclamation

In accordance with the operating permit granted the Troy Mine, the Montana Department of Environmental Quality is periodically required to review the ultimate bonding requirements for the mine. The bonding requirement at Troy totals $12.9 million. The following table shows the changes in the reclamation liability for the three month period ended March 31, 2010.

      March 31, 2010     Dec. 31, 2009  
      (unaudited)        
  Reclamation and remediation
liability beginning of period
$  8,166   $  7,526  
               
  Accretion expense, year to date   173     640  
  Ending balance $  8,339   $  8,166  

b) Kennecott Royalty Option

Kennecott has the right to acquire a 2% net smelter return royalty from the sale of metals from a defined area of the Company’s Rock Creek property at any time until the later of: (1) one year after the Rock Creek Project achieves 80% of designed commercial capacity production or (2) December 31, 2015. Kennecott is required to surrender the 2,250,000 common shares of the Company previously issued in order to acquire this royalty. The royalty terminates upon Kennecott’s recovery of $8 million in total royalty payments, plus an adjustment related to changes in the consumer price index.

c) Rock Creek Development

On March 29, 2010, the US District Court ruled that the Forest Service’s decision to approve the Rock Creek project is vacated and the 2003 Record of Decision and 2001 Final Environmental Impact Statement are set aside and remanded to the Forest Service for further action. The Company is in the process of completing a thorough review of the Court’s decision but based on the Company’s preliminary review of the judgment, the Company does not believe that the judgment prevents the Company from developing the Rock Creek project but it may delay such development until the Company is able to satisfactorily address the Court’s concerns.

8. Financial Instruments

At March 31, 2010, the Company had three forward contracts to sell 4.6 million pounds of copper at a price of $2.93 per pound and 0.275 million ounces of silver at an average price of $16.25 per ounce. These contracts mature at various dates from April 30, 2010 to February 2011. All contracts are with the Company’s customer and have been designated as normal purchase and sale contracts. Accordingly, the effect of these contracts are accounted for in the period they are settled. The fair value of these forward sales contracts, if settled at March 31, 2010 metal prices, would result in a loss of approximately $3.9 million.

13


Revett Minerals Inc.
Notes to Consolidated Financial Statements
Three months ended March 31, 2010
(Expressed in United States dollars, unless otherwise stated)
(Tabular amounts expressed in thousands of United States dollars, except share and per share amounts)
unaudited

9. Reconciliation to United States Generally Accepted Accounting Principles

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP), which differ in certain material respects from those principles that the Company would have followed had its consolidated financial statements been prepared in accordance with United States generally accepted accounting principles (US GAAP).

The effect of the material measurement differences between Canadian GAAP and US GAAP on the amounts reported in the consolidated balance sheets, statements of operations and cash flows are as follows:

    March 31, 2010     December 31, 2009  
             
             
             
Total assets under Canadian GAAP $  70,776   $  67,700  
Adjustment to property, plant and equipment for
acquisition of non-controlling interest (e)
  3,641     3,767  
Unamortized finance costs (f)   343     401  
             
Total assets under US GAAP $  74,760   $  71,868  
             
Liabilities and non-controlling interest under Canadian GAAP $  18,456   $  18,719  
Unamortized finance costs (f)   343     401  
             
Total liabilities under US GAAP $  18,799   $  19,120  
             
Temporary equity - shares redeemable at option of holder (a)   676     676  
Total liabilities and temporary equity $  19,475   $  19,796  
             
Shareholders’ equity under Canadian GAAP $  52,320   $  48,981  
             
Shares redeemable at option of holder   (676 )   (676 )
Adjustment to contributed surplus for acquisition of
   non-controlling interest
  2,473     2,473  
Adjustment to deficit for additional depreciation and
   income taxes (e)
  1,168     1,294  
Total shareholders’ equity under US GAAP $  55,285   $  52,072  

14


Revett Minerals Inc.
Notes to Consolidated Financial Statements
Three months ended March 31, 2010
(Expressed in United States dollars, unless otherwise stated)
(Tabular amounts expressed in thousands of United States dollars, except share and per share amounts)
unaudited

    Three months     Three months  
    ended March 31,     ended March 31,  
    2010     2009  
Net income (loss) and comprehensive income (loss) under Canadian GAAP $  913   $  (859 )
Depreciation (e)   (126 )   -  
             
Net income (loss) and comprehensive income (loss) under US GAAP $  787   $  (859 )

There are no material differences between Canadian GAAP and US GAAP with respect to total operating, financing or investing cash flows in the consolidated statement of cash flows.

(a)

Redeemable shares:

   

The Company had issued 2,250,000 common shares in a prior period which are redeemable, at the option of the holder, into a net smelter return royalty as described in note 7(b). Under Canadian GAAP, the equity portion of these shares would be classified as equity. Under US GAAP, the full value associated with the redeemable shares is classified as temporary equity.

   
(b)

Income taxes:

   

For Canadian GAAP purposes, future income tax assets and liabilities are calculated based on substantially enacted tax rates in effect in the periods when the temporary differences are expected to reverse. For US GAAP purposes, enacted tax rates are used to calculate future income tax assets and liabilities. For all periods presented, there were no differences between the tax rates used for Canadian and US GAAP purposes.

   

The Company has reviewed its income tax positions in its tax filings and, based on its review, the Company does not believe that any income tax positions taken are subject to material uncertainty if reviewed by the Internal Revenue Service or Canada Revenue Agency. In cases where the Company is charged interest and penalties on uncertain tax positions which do not meet the recognition criteria, the Company includes these in interest expense and other operating expenses respectively. Tax years subsequent to December 31, 2004 remain open for examination by the Internal Revenue Service and Canada Revenue Agency. However, in both jurisdictions, if the Company utilizes tax loss carry forwards in the future, those losses can be challenged in the year they are used even though the tax year in which they were incurred is statute barred.

   
(c)

Common share units:

   

Under Canadian GAAP, the proceeds received on issuance of units, consisting of common shares and warrants, are not required to be allocated to the individual common share and warrant components when the instrument and its components are all determined to be equity instruments. Under US GAAP, the Company is required to allocate the proceeds received on unit offerings to the individual common share and warrant components on a relative fair value basis when both components are determined to be classified as equity. Accordingly, under US GAAP, share capital would be reduced and deficit as at March 31, 2010 would be each increased by $1.0 million respectively to reflect the relative fair values of the shares and warrants. As of March 31, 2010, none of the warrants have been exercised and the warrants have expired.

15


Revett Minerals Inc.
Notes to Consolidated Financial Statements
Three months ended March 31, 2010
(Expressed in United States dollars, unless otherwise stated)
(Tabular amounts expressed in thousands of United States dollars, except share and per share amounts)
unaudited

(d)

Stock option plan and compensation expense:

   

As at March 31, 2010 the weighted average intrinsic value of options outstanding and exercisable was $1.1 million (2009 -$1.1 million).

   
  As at March 31, 2010 the total unrecognized compensation cost related to unvested stock options is nil.
   
(e)

Non-controlling interest:

   

For US GAAP purposes, non controlling interest is classified as equity where as for Canadian GAAP, it is classified between liabilities and equity. Also, income (loss) before non-controlling interest, non-controlling interest and net income (loss) for US GAAP purposes would be labeled net income (loss), net income (loss) attributable to non-controlling interest and net income (loss) attributable to the Company, respectively.

 

The acquisition of the non-controlling interest during the three year ended December 31, 2009 would be accounted for as an equity transaction for US GAAP purposes rather than a step acquisition using the purchase method. Accordingly, for US GAAP purposes, a reduction of mineral property, plant and equipment of $4.1 million and a reduction of the future income tax liability of $1.6 million recorded for Canadian GAAP purposes would not be made under US GAAP and instead $2.5 million would be included in contributed surplus. In addition, under US GAAP, additional depreciation expense of $0.1 million (2009 - $nil), and income tax recovery of $nil million (2009 - $nil) for the three months ended March 31, 2010 was recognized.

   
 

The following table shows the changes in the non-controlling interest under US GAAP:


      March 31,     December 31,  
      2010     2009  
               
               
  Balance, beginning of period $  -   $  5,253  
  Income (loss) attributable to non-controlling
interest
(391 )
  Acquisition of non-controlling interest   -     (4,862 )
  Balance, end of period $  -   $  -  

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Revett Minerals Inc.
Notes to Consolidated Financial Statements
Three months ended March 31, 2010
(Expressed in United States dollars, unless otherwise stated)
(Tabular amounts expressed in thousands of United States dollars, except share and per share amounts)
unaudited

The following table shows, using US GAAP measurements, the effect of changes to the Company’s interest in Revett Silver on shareholders’ equity attributable to the Company:


      March 31,     December 31,  
      2010     2009  
               
               
  Net loss under US GAAP attributable to the
Company
$  913   $  (3,673 )
  Increase in contributed surplus on acquisition of
non-controlling interest
  -     2,473  
               
  Change from loss attributable to the Company
and acquisition of non-controlling interest
$  913   $  (1,200 )

(f) Debt finance costs
 

Under Canadian GAAP, costs incurred in connection with the issue of debt are netted against the related debt and amortized using the effective interest rate method. For US GAAP these cost are also amortized using the effective interest rate method but the unamortized costs would be presented as an asset on the balance sheet.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations as at May 11, 2010

This Management’s Discussion and Analysis (“MD&A”) of the financial results of Revett Minerals Inc. (“Revett Minerals” or the “Company”) for the three month period ended March 31, 2010 should be read in conjunction with the unaudited interim financial statements and notes as at March 31, 2010 which form part of this report. In addition, this MD&A and related financial statements should be read in conjunction with the 2009 audited consolidated financial statements, the related Management’s Discussion and Analysis, and the Form 10-K filed in Canada on SEDAR or on file in the United States with the Securities and Exchange Commission (“SEC”) or on EDGAR. These financial statements are expressed in United States dollars, unless otherwise stated, and they are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). Material differences between Canadian and US GAAP are disclosed in note 9 of the consolidated interim financial statements

Some of the statements in this MD&A are forward looking statements that are subject to risk factors set out in the cautionary note contained in this MD&A.

Overview and Important Factors Influencing Results for the Three Months Ended March 31, 2010

As at May 12, 2010, the Company’s principal assets consisted of a 100% interest in the Troy copper and silver mine (“Troy”) in northwest Montana, USA and also a 100% interest in the undeveloped Rock Creek copper and silver development project (“Rock Creek”) also located in northwest Montana.

Overall Performance

For the three month period ended March 31, 2010, Revett Minerals reported net income after taxes of $0.9 million (which includes a $0.8 million non cash charge for the issuance of stock options during the period) or $0.01 per share compared to a net loss after taxes and non-controlling interest of $0.9 million or $0.01 per share for the three months ended March 31, 2009.

In 2010, the Company changed the presentation of transportation and refining costs. In the past, the transportation and refining cost were netted against revenues, whereas now the transportation and refining costs are included in cost of sales. The 2009 revenues and cost of sales have each been increased by $1.2 million compared to amounts previously reported to reflect this presentation change. Where applicable, prior period amounts reported below have also been changed to reflect this change in presentation.

Results of Operations for the Three Months Ended March 31, 2010 Compared to the Same Period in 2009.

The major highlights for the quarter ended March 31, 2010, included:

  • Troy achieved improved mill throughput averaging 4,265 tons per day compared to 3,811 tons per day in the first quarter of 2009;
  • Troy produced 2.5 million pounds of copper and 287,259 ounces of silver compared to 2.3 million pounds of copper and 321,149 ounces of silver in the first quarter of 2009;
  • Troy started on the development work for the higher grade “C Bed” area. Access should be complete by the end of the third quarter, 2010.

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  • Completed a private placement with Silver Wheaton totaling $1.1 million in cash received.

Operating Results:

The table below illustrates certain key operating statistics for Troy for the three months ended March 31, 2010, with a comparison to the same three month period in 2009.

  Three Months Ended March 31, 2010 Three Months Ended March 31, 2009
     
Tons milled 379,592 339,171
Tons milled per day 4,265 3,811
Copper grade (%) 0.38 0.40
Silver grade (opt) 0.86 1.09
Copper recovery (%) 85.1 86.3
Silver recovery (%) 87.5 87.1
Copper produced (lbs) 2,456,190 2,316,702
Silver produced (ozs) 287,259 321,149

Production during the first quarter of 2010 was significantly improved at 4,265 tons per day, a 12% improvement over the first quarter of 2009 at 3,811 tons per day. The increase in tons milled was offset somewhat by lower copper and silver grades. Copper production improved to 2,456,190 pounds while silver production decreased to 287,259 ounces as compared to metal production of 321,149 ounces of silver and 2,316,702 pounds of copper in the first quarter of 2009. Increased mine crew experience and low employee turnover coupled with more available active mine headings have resulted in productivity improvements in the first quarter of 2010. For the quarter, ore grades remain lower than the life of mine averages as planned in the mine schedule due to mining of more lower quartzite ore. Once the C Bed area becomes available for mining in the fourth quarter, metal grades are expected to improve. Mill recoveries remain good and slightly higher than plan at 87.5% for silver and 85.1% for copper compared to planned recoveries of 87.3% for silver and 85.0% for copper. The table below illustrates the sensitivity of operating costs per ton milled.

  Q1.10 Q4.09 Q3.09 Q2.09 Q1.09
Tons milled 379,592 345,586 302,543 349,925 339,171
Cost per ton milled ($) 22.99 23.71 25.03 21.89 21.90

Financial Results:

a)

Revenue: For the first quarter of 2010 compared to the first quarter of 2009, revenue increased from $8.3 million to $12.1 million primarily due to the increase in the price of copper and silver. During the quarter ended March 31, 2010, the LME price of copper and silver averaged $3.28 per pound and $16.92 per ounce, respectively, compared to average prices of $1.56 per pound and $12.62 per ounce in the first quarter of 2009. Copper sales during the first quarter were 2.4 million pounds of copper and 264,030 ounces of silver. The physical metal sold represents an improvement of 6% for copper and a reduction of 11% for silver from the first quarter of 2009. The main factors which resulted in higher production and sales in the first quarter of 2010 compared to that in 2009 is higher metal prices and better mill throughput of 12%.

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b)

Cost of Goods Sold: The cost of goods sold associated with the first quarter revenue was $ 8.8 million, an increase of $0.6 million over the same period in 2009. The main reasons for the increase operating cost in the first quarter of 2010 was the 12% increase in ore tonnage milled.

   
c)

Depreciation and depletion: For the first quarter of 2010, these non cash charges are in line with the first quarter of 2009. The majority of the plant and equipment at Troy is depreciated using the units-of-production method and the effect of an increase in mill throughput was offset by a lower asset basis due to the reduction which resulted from the acquisition of Revett Silver shares and the sale of a royalty interest during 2009.

   
d)

Exploration and development: This expense includes $ 0.04 million for exploration spending around the Troy Mine and $ 0.05 million spending for Rock Creek. The spending in 2010 and 2009 are the same as we continue to focus on improving cash flow from Troy.

   
e)

General and administration costs: Included in the corporate administration costs in the first quarter of 2010 is a non-cash stock option expense of $ 0.8 million.

   
f)

Accretion of reclamation and remediation liability: This expense is a marginal increase in the reclamation accretion at Troy because of the higher liability.

   
g)

Income from operations: Favorable metal prices resulted in a $3.8 million increase in revenues in the first quarter of 2010 compared to the same period 2009 while costs were higher by $1.4 million as a result of non-cash charge of $0.8 million for stock option expense and increased mining costs related to the higher ore tons milled. The net result was the Company recording $1.0 million income from operations compared to a loss from operation in 2009 of $1.3 million.

   
h)

Other Expenses: This was mainly a result of net interest expense of $0.1 million in the first quarter of 2010.

   
i)

Income taxes: As the Company’s future income tax liability has been eliminated through various transaction and it is not “more likely than not” that the benefit of the Company’s tax assets will be realized, no future tax assets are recognized. The Company is subject to alternative minimum tax which resulted in $ 0.04 million income tax expense for the three months ended March 31, 2010.

   
j)

Non controlling interest: During the fourth quarter of 2009 the Company acquired 100% of its’ subsidiary Revett Silver Company, and the Company no longer has a non- controlling interest.

   
k)

Net earnings: The Company recorded net income of $0.9 million or $0.01 per share for the first quarter compared to a loss of $0.9 million or $0.01 per share in the first quarter of 2009.

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Summarized Financial Results by Quarter

  2010 2009 2009 2009 2009 2008 2008 2008
  Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2
Cu Production (million lbs) 2.5 2.0 1.9 2.4 2.3 2.7 2.5 2.1
Ag Production (000’s ozs) 287 253 251 302 321 380 302 260
Total Sales (000’s $) 12,127 8,141 8,106 8,615 8,340 4,113 8,286 14,276
Net Income (loss) (000’s $) 913 (1,738) (1,346) (1,024) (859) (5,193) (2,980) 75
EPS- Basic ($) 0.01 (0.02) (0.01) (0.01) (0.01) (0.07) (0.04) 0.00
EPS- Fully diluted ($) 0.01 (0.02) (0.01) (0.01) (0.01) (0.07) (0.04) 0.00
Cash and Cash Equivalents & s/t Investments ending (000’s $) 3,730 2,622 2,515 3,256 973 1,633 11,479 13,106
Total Assets ending
(000’s $)
70,776 67,700 69,792 71,142 71,071 77,942 90,187 91,563
Total liabilities ending (000’s $) 18,456 18,719 20,037 21,655 20,826 24,492 28,943 26,264
Total Equity ending
(000’s $)
52,320 48,981 49,058 48,959 49,270 48,197 53,306 56,227

Financing Activities

During the first quarter of 2010 the Company entered into capital leases for the purchase of three Tractors which cost $0.04 million and will be financed over a three year period. Revett Silver had entered into the following contractual financial obligations (in thousands of USD):

          Current     1 to 3     3 to 5     5 years or  
Contractual obligation   Total     portion     years     years     more  
Note payable   2,892     1,000     1,892     -     -  
Capital lease obligations   1,627     614     1,013              
Long term Reclamation costs   12,900     -     -     -     12,900  
Total contractual obligations   17,419     1,614     2,905     -     12,900  

Revett Silver has also entered into three different operating leases for a total of 54 rail cars at an average cost of $458 per car per month. The leases have different terms, the first lease for 33 cars expiring May 2011, the second lease for 18 cars expires in July 2010 and the final lease for 6 cars expires in September 2010.

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Liquidity and Capital Resources

The Company’s liquidity position is directly related to the level of concentrate production, cost of this production and the provisional and final prices received for the copper and silver in the concentrate that is sold. At March 31, 2010, working capital was $3.0 million; including cash and cash equivalents was $3.7 million. At March 31, 2010, net concentrate receivable was $2.5 million compared to $1.2 million at December 31, 2009. Favorable mark to market pricing of $0.4 million on the open invoices and improved metals prices resulted in this increase in receivables.

At today’s copper and silver prices the Company is generating positive cash flow. Declines in copper and silver could erode the Company’s cash and working capital position and although it is currently investigating means of raising additional capital with potential lendors and investors, no assurance may be given if these efforts will prove successful. The Company does not have sufficient cash to undertake any major spending activities at Rock Creek at this time. For 2010, the Company has sold forward approximately 50% of copper production at an average price of $2.93 per pound and approximately 25% of silver production at an average price of $16.25 per ounce.

In January 2010, the Company completed a private placement of 3,613,899 shares of common stock and realized gross proceeds of approximately $1.1 million.

Off Balance Sheet Arrangements

During 2002, Kennecott and Revett Silver agreed to amend the February 21, 2000 Asset Purchase and Sale Agreement pursuant to which Revett Silver acquired Kennecott’s interest in Troy and Rock Creek. Among other things, the amendment granted Kennecott has the right to acquire a 2% net smelter return royalty (the NSR royalty) from the sale of metals from a defined area of the Company's Rock Creek property anytime until the later of one year after Rock Creek achieves 80% of designed commercial capacity production or December 31, 2015. Kennecott is required to surrender 2,250,000 shares of the Company's common shares to acquire the NSR royalty. This NSR royalty terminates upon Kennecott's recovery of $8.0 million in total royalty payments plus an adjustment related to changes in the consumer price index.

The Company also has forward contracts to sell copper and silver at fixed prices which have been designated as normal purchase and sales contracts. The fair value of these contracts are not recognized in the balance sheet (see Financial instruments, hedging activities and other instruments).

Related Party Transactions

There were no related party transactions during the first three months of 2010.

Proposed Transactions

There were no proposed transactions during the first three months of 2010.

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Principal Risks and Uncertainties

Revett Minerals is a speculative investment, for many reasons, and the following risk factors should be carefully considered in evaluating it. In addition, this report contains forward-looking statements that involve known and unknown risks and uncertainties. These forward-looking statements include statements of our plans, objectives, expectations and intentions. Actual results could differ from those discussed in the forward-looking statements as a result of certain factors, including those set forth below. You should carefully consider the risks and uncertainties described below and the other information in this report before investing.

We may not be able to continue as a going concern. Our consolidated financial statements have been prepared on the basis that we will continue as a going concern. At March 31, 2010, we had working capital of approximately $3.0 million, which may not be sufficient to meet our planned business objectives. At current copper and silver prices the Company would be able to generate a positive cash flow. Management recognizes that the Company will need to generate additional financial resources in order to meet its objectives. If the Company is not able to generate positive cash flows and profits or obtain adequate additional financing, it will be required to curtail operations and exploration activities. Furthermore, its inability to continue as a going concern would require it to restate its assets and liabilities on a liquidation basis, which could differ significantly from the going concern basis.

We have a limited operating history and had losses in prior years. We have been engaged in commercial mining operations at Troy for just over five years and have not yet attained a significant level of earnings. In 2009, we incurred a loss of $5.0 million on $29.5 million in revenues. In 2008, we incurred a loss of $6.7 million on revenues of $35.9 million. In 2007, we earned approximately $0.9 million on revenues of approximately $39 million. In 2006, we incurred a loss of approximately $1.7 million on revenues of approximately $31.4 million, and in 2005 we incurred a loss of approximately $2.9 million on revenues of approximately $21.1 million. Our loss in 2009 and 2008 was primarily a result of a rapid decrease in copper and silver pricing during the second half of 2008 and lower than expected metals production. Our losses in 2006 and 2005 were partially attributable to the fact that production levels at Troy had not attained projected levels due to geotechnical problems, a shortage of skilled employees, problems in obtaining necessary repair parts for its equipment, and other factors common to underground hard rock mining operations.

Environmental challenges could prevent us from ever developing Rock Creek. Our proposed development of Rock Creek has been challenged on environmental grounds by several regional and national environmental organizations at various times subsequent to the Forest Service’s issuance of an administrative record of decision approving our plan of operation in 2003. Some of these challenges are substantial and ongoing, and allege violations of the procedural and substantive requirements of a variety of federal and state laws and regulations pertaining to our permitting activities at Rock Creek, including ESA, NEPA, the 1872 Mining Law, the Federal Land Policy Management Act, the Wilderness Act, the National Forest Management Act, the Clean Water Act, the Forest Service Organic Act of 1897, and the Administrative Procedural Act. Although we have generally been successful in addressing most of the environmental challenges to our operations, we cannot predict with any degree of certainty how the pending challenges will be resolved. Rock Creek is potentially the more significant of our two mining assets. Continued court challenges to the record of decision and its accompanying biological opinion will inevitably delay us from proceeding with our planned development, and a successful challenge to either could prevent us from developing the project at all. If we are successful in defending these challenges, we still must comply with a number of requirements and conditions as development progresses, failing which we could be denied the ability to continue with our proposed activities at Rock Creek.

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On March 29, 2010, the US District Court ruled that the Forest Service’s decision to approve the Rock Creek Mine Project is vacated and the 2003 Record of Decision and 2001 Final Environmental Impact Statement are set aside and remanded to the Forest Service for further action consistent with the Court’s opinion. The Company will complete a thorough review before discussing options with various agencies involved to determine the best course of action moving forward. The Company remains confident the Rock Creek project can be developed in an environmentally responsible manner and view the court’s ruling as a step forward in the process.

Our reclamation liability at Troy could be substantial. In acquiring Troy, we agreed to indemnify ASARCO and hold it harmless from all of the liabilities associated with the reclamation, restoration and closure of the mine. This entailed our procurement of a $12.9 million performance bond to ensure that sufficient funds would be available to meet these obligations. We are currently preparing a revised reclamation and restoration plan for Troy, which, when completed, may result in changes to the estimated reclamation and restoration costs and the amount of the performance bond. One of the key issues that has yet to be resolved is the extent to which we may be required to treat water from Troy after mining operations have ceased. Another issue is whether we are required to prepare and file an EIS in conjunction with any action taken with respect to our revised reclamation plan. We have advised the DEQ that we will fund the cost of an EIS, but believe the study should be postponed until such time as mining operations at Troy are actually projected to cease and more current information concerning the scope of any required remediation is known. We do not presently know whether our revised plan will actually result in increased reclamation and restoration costs at Troy, although it is probable that it will. Laws governing the closure of mining operations in Montana have become more stringent since Troy was first placed into production, and in the case of Troy, could include provisions requiring us to perpetually treat all of the discharged water from the mine. These factors could result in the imposition of a higher performance bond. Further, our reclamation and restoration liability at Troy is not limited by the amount of the performance bond itself. The bond serves only as security for the payment of these obligations; any substantial increase in actual costs over and above the amount of the bond would necessarily be borne by the Company. Payment of such costs could have a material adverse effect on its financial condition.

We presently do not have the financial resources to develop Rock Creek. At March 31, 2010 we had cash and cash equivalents and short term investments of approximately $ 3.7 million. At this time we do not have sufficient cash to fund our evaluation program at Rock Creek and we do not have sufficient funds to allow us to develop the mine or begin mining operations should it prove feasible to do so. Moreover, we do not have any commitments for additional funding. The forecasted capital cost of constructing a mine at Rock Creek is currently estimated to be in the range of $220 to $270 million and could change materially.

The Rock Creek mineral resources are not equivalent to reserves. This report includes information concerning our estimated size of the mineral resource at Rock Creek and the amount of ore that may be produced from the project were it to be developed. Since no ore has been produced from Rock Creek, these estimates are preliminary in nature. And although we believe these amounts are significant, it does not mean the mineral resource can be economically mined. A mineral resource is not equivalent to a commercially mineable ore body or “proven reserves” or “probable reserves” under standards promulgated by the United States Securities and Exchange Commission (the “SEC”), principally because they are less certain and not necessarily amenable to economic development. We will not be able to determine whether Rock Creek contains a commercially mineable ore body until our evaluation program has been completed and we have obtained a final, economic and technical feasibility study that will include an analysis of the amount of ore that can be economically produced under then-prevailing market conditions. Investors are cautioned not to assume that our mineral resource estimates for Rock Creek will ever be converted into reserves.

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Non-U.S. persons owning our stock could be subject to U.S. taxes if we are treated as a United States company. Section 7874 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that, under certain instances, a non-U.S. corporation such as Revett Minerals could be treated as a U.S. corporation for U.S. tax purposes. A consequence of this treatment for non-U.S. persons owning common stock of such a corporation is that they could be subject to U.S. tax on any gain they receive from the sale of such stock unless they qualify for a statutory exemption. Were these to occur, it is unlikely that this potential U.S. tax liability would be credited against the shareholder’s tax liability in his or her country of domicile, meaning that the shareholder would likely suffer double taxation on any such gain. Management does not believe Revett Minerals will be treated as a U.S. corporation for tax purposes, but cannot offer any assurance that such treatment would not occur. There is presently uncertainty surrounding the interpretation of Section 7874. The Internal Revenue Service could challenge Revett Minerals’ interpretation of the guidance that has been provided to date, or it could write implementing regulations that differ from that guidance.

We could be treated as a passive foreign income company for tax purposes. Section 1297 of the Code provides that a foreign corporation such as Revett Minerals may be a passive foreign investment company (“PFIC”) if (a) 75% or more of its gross income is passive income or (b) the average percentage of the corporation’s assets (by value) held by it during the taxable year that produce passive income or are held for the production of passive income is at least 50%. (For purposes of Section 1297, “passive income” could include income derived by Revett Minerals from the operations of its majority-owned Revett Silver subsidiary.) If a U.S. taxpayer shareholder receives an “excess distribution” from a PFIC, that distribution is generally subject to an interest charge unless the shareholder has elected to treat its interest in the corporation as an interest in a “qualified electing fund” or “QEF”, or makes an election to mark to market his or her PFIC stock at the close of each taxable year. An “excess distribution” for purposes of Section 1297 and regulations promulgated there-under is the amount of any current distribution that exceeds the normal level of a PFIC’s distributions. The purpose of the interest charge is to enable a recapture of the benefit of any U.S. income tax deferral to a U.S. shareholder while the investment income (presumably untaxed) was accumulated by the foreign investment company.

There are other formidable risks to mining. We are subject to all of the risks inherent in the mining industry, including industrial accidents, labor disputes, unusual or unexpected geologic formations, cave-ins, surface subsidence, flooding, power disruptions and periodic interruptions due to inclement weather. These risks could result in damage to or destruction of its mineral properties and production facilities, personal injury, environmental damage, delays, monetary losses and legal liability. In addition, we are subject to competition for new minerals properties, management and skilled miners from other mining companies, many of which have significantly greater resources than we do. We also have no control over changes in governmental regulation of mining activities, the speculative nature of mineral exploration and development, operating hazards, fluctuating metals prices, and inflation and other economic conditions.

Copper and silver prices fluctuate markedly. Our operations are significantly influenced by the price of copper and silver. Copper and silver prices fluctuate widely and are affected by numerous factors that are beyond our control, such as inflation, the strength of the United States dollar relative to foreign currencies, global and regional demand, commodity funds and speculators and the political and economic conditions of major producing countries throughout the world. Since 1990, world average copper prices fluctuated from a low of $0.71 per pound in 2002 to a high of $3.23 per pound in 2007, and world average annual silver prices fluctuated from a low of $3.95 per ounce in 1992 to a high of $15.03 per ounce in 2008.

25


Currency fluctuations will affect our competitiveness. The price of copper and silver are denominated in U.S. dollars even though most production originates in countries whose currencies are independently valued. Fluctuations in the value of the U.S. dollar relative to the values of these host country currencies could affect the competitiveness of our operations.

Accounting Changes

In 2010 the Company has changed the classification of treatment and transportation costs. These costs were previously netted against revenues but are now classified as cost of sales. The 2009 treatment and transportation costs of $1.2 million were reclassified to cost of sales. As a result, revenues and cost of sales each increased by $1.2 million compared to amounts previously reported.

Future accounting changes

Canada’s Accounting Standards Board has ratified a strategic plan that will result in Canadian GAAP, as used by publicly accountable enterprises, being fully converged with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board over a transitional period. Full adoption of IFRS is required for all publically accountable enterprises for fiscal years beginning on or after January 1, 2011. The Company is currently planning to adopt accounting principles generally accepted in the United States of America (“US GAAP”) as permitted by Canadian Securities regulatory authorities and adopt IFRS if and when IFRS and US GAAP converge. Material differences between Canadian GAAP and US GAAP and their impact on the consolidated financial statements are disclosed in note 9.

Financial Instruments, Hedging Activities and Other Instruments

The largest market risk the Company is exposed to as changes in the prices of copper and silver will have a significant effect on revenue, cash flow and the value of concentrate receivables or payables because a significant portion of the Company’s sales are subject to a future pricing mechanism and changes in metal prices will change both revenue and the value of concentrate receivables or payables. The Company does have a hedging policy which permits the Company to fix the sales price of concentrate to be produced in the future or for which concentrate has been sold and for which final settlement has not occurred.

For financial statement purposes, the Company records at fair value the amount of silver and copper in concentrate sold to its customer for which final prices have not yet been determined. At each month-end, the Company adjusts its revenue to account for expected future prices and the corresponding expected future revenue and cash flow. In order to do this, the Company must make estimates of the future prices expected to prevail when final settlement occurs. The Company uses published forward prices for the period of expected settlement to estimate these expected prices.

As at March 31, 2010, the Company had contracts outstanding to sell 4.6 million pounds of copper at an average price of $2.93 per pound and 275,000 ounces of silver at an average price of $16.25. These contracts mature at various dates from April, 2010 to February, 2011. All contracts are with the Company’s customer and have been designated as normal purchase and sale contracts. Accordingly, the effect of these contracts are accounted for in the period they are settled. The fair value of these forward sales contracts, if settled at March 31, 2010 metal prices, would result in a loss of approximately $3.9 million.

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Forward Looking Statements

Cautionary “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  With the exception of historical matters, the matters discussed in this report are forward- looking statements that involve risk and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. The words “believe”, “estimate”, “anticipate’, “expect”, and “project” and similar expressions are included to identify forward-looking statements. Such forward looking-statements include statements regarding future production levels and operating costs at the Troy mine, future levels of capital expenditures at both Troy and Rock Creek, the reserve and resource estimates at both Troy and Rock Creek, the adequacy of the financial resources and funds to cover operating and exploration costs at Troy and the cost of exploration at Rock Creek, the timing of certain litigation activities which have delayed exploration activities at Rock Creek, the adequacy of third party financing to complete certain corporate development activities, and the expectation that the Troy mine will be able to generate positive cash flow in future periods. Factors that could cause actual results to differ materially from these forward looking statements include, among others:

  • changes in copper and silver prices;
  • the operating performance of the Troy mine;
  • geological conditions at the Troy mine;
  • the need for copper concentrate by copper smelters and the costs associated with selling such concentrate to the smelters;
  • the ability of the Company to complete exploration activities at the Rock Creek project;
  • activities of certain environmental groups opposed to the Company’s activities in the United States;
  • changes in the planned Rock Creek project parameters;
  • changes in estimates of the reserves and resources at all the properties owned or controlled by the Company;
  • economic and market conditions;
  • future financial needs and the Company’s ability to secure such financing under reasonable terms and conditions;
  • changes in federal or state legislation and regulations governing our operations and projects;
  • risks of future unknown lawsuits respecting future planned activities on our projects or past activities by the Company.

as well as other factors described elsewhere in our annual Form 10-K and the various regulatory filings done with United States and Canadian and provincial regulatory bodies which are available in Canada at www.sedar.com or in the United States on EDGAR. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Most of these factors are beyond our ability to predict or control. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward looking statements. We disclaim any obligation to update any forward-looking statement made here-in. Readers are cautioned not to put undue reliance on forward looking statements.

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Quantitative and Qualitative Disclosures About Market Risk

Our earnings and cash flow are significantly affected by changes in the market price of copper and silver. The prices of both metals can fluctuate widely and are influenced by numerous factors such as demand, production levels, the economic policies of central banks, producer and fund hedging, world political and economic events and the strength of the US dollar relative to other currencies. During the past eighteen years the average annual price of copper has ranged from a low of $0.71 per pound to a high of $3.23 per pound. Average annual silver prices over this same period have ranged from a low of $3.95 per ounce to a high of $15.02. Currently the prices for both metals are at or near $3.30 per pound for copper and $17.00 per ounce for silver. Should the price of copper or silver decline substantially, the value of Troy and Rock Creek could fall dramatically and the future operation of Troy and the future exploration and development at Rock Creek could both be at risk.

During the three months ended March 31, 2010, the Company delivered and sold 2.4 million pounds of copper and 264,030 ounces of silver. Based upon these metals sales levels, a $0.50 change in the price of each metal would have changed revenue by $1.3 million.

A substantial portion of the Company’s cash and short term investments are invested in certificates of deposit or high quality government and corporate fixed income securities, all of which are denominated in US dollars. With the uncertainty in the financial markets the value of these fixed income securities could change materially. Approximately $ 1.2 million of the Company’s short term investments are in savings deposits by a major Canadian chartered bank and are denominated in Canadian dollars which exposes the Company to some foreign exchange risk.

Controls and Procedures

Management of the Company is responsible for adopting an internal control system that gives it and the board of directors reasonable assurance that the Company’s financial statements present fairly its financial position and activities. Management is also responsible for establishing and maintaining disclosure controls and procedures that provide reasonable assurance the material information concerning the Company and its consolidated subsidiaries is appropriately disclosed.

Disclosure Controls and Procedures. The Company’s disclosure controls and procedures are designed to ensure that information the Company is required to disclose in its periodic reports and other information filed under the Securities Exchange Act, as amended (“the Exchange Act”) is recorded, processed, summarized and accurately reported within the time periods prescribed by the Securities and Exchange Commission’s rules. They include, without limitation, controls and procedures designed to ensure that such information is accumulated and promptly communicated to the Company’s management, including its chief executive officer, its chief financial officer and other principal accounting officers, so such persons can make timely decisions regarding disclosure.

The Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures as required by Exchange Act Rules 13 (a) - 15 (e) and 15 (d) – 15 (e). This evaluation was performed under the supervision and with the participation of its management, including the chief executive officer and its chief financial officer. Based upon this evaluation, the chief executive officer and the chief financial officer concluded that the design and operation of the Company’s disclosure controls and procedures are effective as at March 31, 2010 to ensure that information required to be disclosed by us in reports that we file under the Exchange Act, is gathered, reported, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management of Revett Minerals, including the CEO and CFO, to allow timely decisions regarding required disclosure as specified under U.S. and Canadian securities laws.

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Internal Controls over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of our assets are being made only in accordance with the authorizations of management and directors; and provided reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of assets that could have a material effect on our financial statements. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions or that degree of compliance with the policies and procedures may deteriorate.

The Company has evaluated the effectiveness of the design internal controls over financial reporting and concluded they are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.

Changes in Internal Controls. During the first quarter of 2010, no changes occurred in the Company’s internal control over financial reporting that have affected, or are reasonably likely to material affect, the Company’s internal control over financial reporting.

PART II: Other Information
Legal proceedings

There has been no material changes with regards to Legal proceedings which are reported in the December 31, 2009 Form 10-K.

Item #2: Unregistered sales of equity securities and Use of proceeds

Not Applicable

Item #3: Defaults Upon Senior Securities

Not Applicable

Item #4: Submission To A Vote of Securities Holders

Not Applicable.

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Item #5: Other Information

Not Applicable

Item #6: Exhibits

(a) Exhibits:

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
   
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
   

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act
 
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  REVETT MINERALS INC.
     
     
Date: May 11, 2010 By: /s/John Shanahan
    John Shanahan
    President and Chief Executive Officer
     
     
Date: May 11, 2010 By:  /s/ Ken Eickerman
    Ken Eickerman
    Chief Financial Officer

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