TIDMPVCS
RNS Number : 6882N
PV Crystalox Solar PLC
26 September 2019
PV Crystalox Solar PLC
Interim report 2019
PV Crystalox Solar PLC (the "Group"), a long established
supplier to the global PV industry now also providing slicing
services for the high technology ceramics and optics industries in
Germany announces Its unaudited interim results for the six month
period ended 30 June 2019:.
Highlights
-- GBP38.5m (EUR44.1m) capital return (equivalent to 24 pence
per share) for shareholders completed in June 2019
-- Net cash of EUR9.6m
-- Focus now on transformation of German operations
Financial Overview
-- Revenues EUR0.3m (H1 2018: EUR6.2m)
-- Loss before taxes (EBT) EUR(1.4)m (H1 2018: Profit of EUR2.7m)
-- Net cash EUR9.6m (31 December 2018: EUR54.0m)
Iain Dorrity, Chief Executive Officer, commented:
"As part of the continuing resolution of the Group's affairs,
the Board is looking to reduce overheads further and is considering
various options including streamlining the management team,
restructuring the Board and reducing directors' salaries. The Board
will continue to explore the options available to maximise any
value from the listing of Group's shares on the Official List,
while a further limited cash return and possible cancellation of
the listing remain under consideration as alternative courses of
action."
Enquiries:
PV Crystalox Solar PLC +44 (0) 1235 437160
Iain Dorrity, Chief Executive Officer
Matthew Wethey, Chief Financial Officer and Group Secretary
About PV Crystalox Solar PLC
PV Crystalox Solar a long established supplier to the global PV
industry now also providing slicing services for the high
technology ceramics and optics industries in Germany.
Chairman and Chief Executive's joint statement
The unfavourable PV market environment which had persisted since
2011 led initially to the closure of the Group's UK operations in
2017 and eventually necessitated the Group's exit from PV
manufacturing and to major restructuring in Germany in 2018.
Following an extensive review of the strategic options for the
future of the Group the Board advised in March 2019 that returning
a large proportion of available cash, as part of an orderly
resolution of the Group's affairs, would be in the best interest of
shareholders. A capital return of GBP38.5million (which was the
maximum possible under a capital reorganisation) was duly completed
in June 2019 following approval at a General Meeting held in May.
In parallel the Board concluded that the transformation of the
manufacturing operation in Germany would be preferable to closure
and ultimately offers the potential for a favourable outcome for
all stakeholders through a sale to a third party or a transfer of
the business to the existing management team.
As part of the programme to transform the business in Germany,
one of the two production buildings will be vacated by the end of
2019 and the operational facilities downsized and consolidated into
the remaining building. Some silicon wafering capabilities are
being retained as limited contract wafering is periodically carried
out for a PV customer in Germany. The funded PV related research
and development activities for which grants of EUR0.4 million were
received in 2018 are continuing.
With around 20 employees now remaining in Germany the aim is to
apply our wire sawing expertise to the cutting and slicing of a
variety of materials other than silicon and to focus on the
requirements of the optical, medical and semiconductor industries
in Germany. Successful trials have been carried out in the cutting
of glass, fused silica, alumina and other ceramics. While some of
these customer relationships have already been consolidated into
regular contracting business, progress has been hampered by the
global slowdown in the semiconductor industry which is suffering
its worst downturn in a decade.
On a positive note, there is a good prospect that further
payments relating to a historic settlement of wafer supply contract
with a customer which did not fulfil its obligations will be
received and could result in cash inflows of up to EUR1 million
during the next two years.
Financial Review
In the first half of 2019 the Group concentrated on slicing
services for the high technology ceramics and optics industries in
Germany following the restructure of German production operations
and exit from PV manufacturing at the end of H1 2018. At the start
of 2018 the Group was still manufacturing multicrystalline silicon
wafers. As a result Group Revenues in H1 2019 of EUR0.3 million
were 94% lower than in the same period in 2018 (EUR6.2
million).
The Group's loss before taxes was EUR1.4 million (H1 2018:
profit of EUR2.7 million). This reduction in profitability was
mainly driven by a decrease in other income and a larger currency
loss in 2019 than in 2018 which was partially offset by improved
gross margins, lower personnel costs, depreciation and impairment
and other expenses.
Other income in H1 2019 of EUR0.3 million was EUR8.8 million
lower than in H1 2018 when EUR9.1 million was recognised. In H1
2018 other income of EUR8.2 million was in relation to the
settlement agreement from a customer, and EUR0.7 million from sales
of uncapitalised assets and gains on disposal of assets. Currency
losses of EUR0.6 million in H1 2019 were EUR0.5million worse than
in H1 2018 and arose mainly on converting euro balances into
sterling ahead of the return of capital.
Slicing services in 2019 delivered a gross profit of EUR0.1
million compared to a gross loss of 0.9 million in 2018, which
included an inventory write down of EUR0.8 million. Personnel costs
of EUR0.6 million in 2019 were EUR3.2 million lower than in 2018
following the restructuring in 2018 and the resulting lower
employee numbers in 2019. Depreciation and impairment charges were
negligible in 2019 but were EUR0.6 million in 2018 as a result of
an impairment charge following the termination of multicrystalline
silicon wafer operations. Other expenses were EUR0.2 million lower
in the first six months of 2019 than in the same period last
year.
The Group's net cash position at the end of the period was
EUR9.6 million, which was EUR44.4 million lower than the net
position of EUR54.0 million at the start of the year. This was
primarily due to the return of capital which returned EUR44.1
million to shareholders.
Risk factors
The principal risks and uncertainties affecting the business
activities of the Group were identified under the heading "Risk
management and principal risks" in the Strategic Report on pages 5
and 6 of the 2018 Annual Report, a copy of which is available on
the Group's website, www.pvcrystalox.com. The most significant of
these risks, is the "Transfer pricing risk", whereby tax
authorities may challenge the distribution of payments received
under the arbitration settlement in 2018. The Group's position
which is supported by its legal and tax advisers and is consistent
with the treatment of a settlement received in 2012 is that there
is no further tax due to tax authorities. In order to further
mitigate this risk efforts are being made to engage with the
authorities to get clarity and early resolution of this issue. In
the view of the Board, the key risks and uncertainties for the
remaining six months of the financial year continue to be those set
out in the 2018 Annual Report.
Outlook
As part of the continuing resolution of the Group's affairs, the
Board is looking to reduce overheads further and is considering
various options including streamlining the management team,
restructuring the Board and reducing directors' salaries. The Board
will continue to explore the options available to maximise any
value from the listing of Group's shares on the Official List,
while a further limited cash return and possible cancellation of
the listing remain under consideration as alternative courses of
action. It should be noted that as the Group is a Standard listed
company no shareholder approval is required for delisting.
John Sleeman Dr Iain Dorrity
Chairman Chief Executive Officer
25 September 2019
Consolidated statement of comprehensive income
for the six months ended 30 June 2019
Six months Six months Year ended
ended ended 31 December
30 June 2019 30 June 2018 2018
Notes EUR'000 EUR'000 EUR'000
-------------------------------------------- ----- ------------- ------------- ------------
Revenues 2 284 6,171 6,308
Cost of materials and services (200) (7,075) (7,378)
Personnel expenses (618) (3,837) (4,567)
Depreciation and impairment of property,
plant and equipment and amortisation
of intangible assets (7) (640) (655)
Other income 346 9,058 9,556
Other expenses (667) (916) (2,025)
Currency (losses) / gains (590) (99) 324
-------------------------------------------- ----- ------------- ------------- ------------
(Loss) / profit before interest and
taxes ("EBIT") (1,452) 2,662 1,563
Net finance income 37 24 64
-------------------------------------------- ----- ------------- ------------- ------------
(Loss) / profit before taxes ("EBT") (1,415) 2,686 1,627
Income taxes 3 - (68) (264)
-------------------------------------------- ----- ------------- ------------- ------------
(Loss) / profit attributable to owners
of the parent (1,415) 2,618 1,363
-------------------------------------------- ----- ------------- ------------- ------------
Other comprehensive income / (loss)
Items that may be reclassified subsequently
to profit or loss:
Currency translation adjustment 1,371 77 (537)
Actuarial loss on defined pension
scheme - - (126)
-------------------------------------------- ----- ------------- ------------- ------------
Total comprehensive (loss) / income
Attributable to owners of the parent (44) 2,695 700
-------------------------------------------- ----- ------------- ------------- ------------
Basic and diluted (loss) / earnings
per share (EPS) in Euro cents
From (loss) / profit for the period
/ year 4 (0.9) 1.7 0.9
-------------------------------------------- ----- ------------- ------------- ------------
The accompanying notes form an integral part of these financial
statements.
Consolidated balance sheet
as at 30 June 2019
As at
As at As at 31 December
30 June 2019 30 June 2018 2018
Notes EUR'000 EUR'000 EUR'000
---------------------------------- ----- ------------- ------------- ------------
Intangible assets - - -
Property, plant and equipment 48 64 51
Other non-current assets - 400 -
---------------------------------- ----- ------------- ------------- ------------
Total non-current assets 48 464 51
---------------------------------- ----- ------------- ------------- ------------
Cash and cash equivalents 9,596 39,607 53,964
Trade accounts receivable 15 2,866 40
Inventories 77 179 125
Prepaid expenses and other assets 297 14,655 537
---------------------------------- ----- ------------- ------------- ------------
Total current assets 9,985 57,307 54,666
---------------------------------- ----- ------------- ------------- ------------
Total assets 10,033 57,771 54,717
---------------------------------- ----- ------------- ------------- ------------
Trade accounts payable 88 529 99
Accrued expenses 634 509 911
Provisions - 1,005 -
Tax liabilities 943 1,152 1,348
Other current liabilities 12 111 21
---------------------------------- ----- ------------- ------------- ------------
Total current liabilities 1,677 3,306 2,379
---------------------------------- ----- ------------- ------------- ------------
Share capital 326 12,332 12,332
Share premium - 50,511 50,511
Other reserves - 25,096 25,096
Shares held by the EBT 5 (154) (372) (372)
Share-based payment reserve 139 294 162
Reverse acquisition reserve (3,601) (3,601) (3,601)
Retained earnings / (accumulated
losses) 15,365 (5,814) (7,194)
Currency translation reserve (3,719) (23,981) (24,596)
---------------------------------- ----- ------------- ------------- ------------
Total equity 8,356 54,465 52,338
---------------------------------- ----- ------------- ------------- ------------
Total liabilities and equity 10,033 57,771 54,717
---------------------------------- ----- ------------- ------------- ------------
The accompanying notes form an integral part of these financial
statements.
Consolidated statement of changes in equity
for the six months ended 30 June 2019
Retained
Share- earnings
Shares based Reverse / Currency
Share Share Other held by payment acquisition (accumulated translation Total
capital premium reserves the EBT reserve reserve losses) reserve equity
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
--------------- -------- -------- --------- -------- -------- ----------- ------------- ------------ --------
As at 1 January
2018 12,332 50,511 25,096 (372) 294 (3,601) (8,431) (24,059) 51,770
Profit for the
period - - - - - - 2,618 - 2,618
Currency
translation
adjustment - - - - - - - 77 77
Total
comprehensive
income - - - - - - 2,618 77 2,695
--------------- -------- -------- --------- -------- -------- ----------- ------------- ------------ --------
As at 30 June
2018 12,332 50,511 25,096 (372) 294 (3,601) (5,813) (23,982) 54,465
--------------- -------- -------- --------- -------- -------- ----------- ------------- ------------ --------
As at 1 January
2019 12,332 50,511 25,096 (372) 162 (3,601) (7,194) (24,596) 52,338
--------------- -------- -------- --------- -------- -------- ----------- ------------- ------------ --------
Share based
payment
charge - - - 218 (23) - - - 195
Shareholder
return - - - - - - (44,133) - (44,133)
Capital
reorganisation (12,006) - - - - - 9,310 2,696 -
Capital
reorganisation - (50,511) - - - - 34,823 15,688 -
Capital
reorganisation - - (25,096) - - - 23,974 1,122 -
Transactions
with
owners (12,006) (50,511) (25,096) 218 (23) - 23,974 19,506 (44,110)
--------------- -------- -------- --------- -------- -------- ----------- ------------- ------------ --------
Loss for the
period - - - - - - (1,415) - (1,415)
Currency
translation
adjustment - - - - - - - 1,371 1,371
--------------- -------- -------- --------- -------- -------- ----------- ------------- ------------ --------
Total
comprehensive
income - - - - - - (1,415) 1,371 (44)
--------------- -------- -------- --------- -------- -------- ----------- ------------- ------------ --------
As at 30 June
2019 326 - - (154) 139 (3,601) 15,365 (3,719) 8,356
--------------- -------- -------- --------- -------- -------- ----------- ------------- ------------ --------
Consolidated cash flow statement
for the six months ended 30 June 2018
Six months Six months Year ended
ended ended 31 December
30 June 2019 30 June 2018 2018
EUR'000 EUR'000 EUR'000
---------------------------------------------- ------------- ------------- ------------
(Loss) / profit before taxes (1,415) 2,686 1,627
Adjustments for:
Net interest income (37) (24) (64)
Depreciation, impairment and amortisation 7 640 655
Inventory writedown - 778 591
Credit / (charge) for retirement benefit
obligation and share-based payment charge 195 - (132)
Change in provisions - (379) (1,385)
Gain from disposal of property, plant and
equipment and intangibles (49) - (27)
Losses in foreign currency exchange (20) - 145
(1,319) 3,701 1,410
Changes in working capital
Decrease in inventories 48 2,957 3,197
Decrease / (increase) in accounts receivables 999 (1,353) 1,000
Decrease in accounts payables and deferred
revenue (1,258) (825) (329)
Decrease in other assets 241 8,202 22,549
Decreasein other liabilities (8) (56) (147)
---------------------------------------------- ------------- ------------- ------------
(1,297) 12,625 27,680
Income taxes paid (405) - -
Interest received 37 24 64
---------------------------------------------- ------------- ------------- ------------
Net cash flows generated from / (used in)
operating activities (1,665) 12,649 27,744
---------------------------------------------- ------------- ------------- ------------
Cash flows from investing activities
Proceeds from sale of property, plant and
equipment 49 - 29
Payments to acquire property,
plant and equipment and intangibles (4) (8) (12)
---------------------------------------------- ------------- ------------- ------------
Net cash flows generated from / (used in)
investing activities 45 (8) 17
---------------------------------------------- ------------- ------------- ------------
Cash flows from financing activities
Capital return (44,133) - -
Interest paid - - -
---------------------------------------------- ------------- ------------- ------------
Net cash flows used in financing activities (44,133) - -
---------------------------------------------- ------------- ------------- ------------
Cash (used in) / generated from operations (45,753) 12,641 27,761
Effects of foreign exchange rate changes
on cash and cash equivalents 1,385 86 (678)
---------------------------------------------- ------------- ------------- ------------
Cash and equivalents at beginning of the
period 53,964 26,881 26,881
---------------------------------------------- ------------- ------------- ------------
Cash and equivalents at end of the period 9,596 39,607 53,964
---------------------------------------------- ------------- ------------- ------------
The accompanying notes form an integral part of these financial
statements.
Notes to the consolidated interim financial statements
for the six months ended 30 June 2019
1. Group accounting policies
Basis of preparation
These condensed consolidated interim financial statements are
for the six months ended 30 June 2019. They have been prepared in
accordance with International Accounting Standard ("IAS") 34,
'Interim Financial Reporting'. They do not include all the
information required for full annual financial statements and
should be read in conjunction with the consolidated financial
statements of the Group for the year ended 31 December 2018.
The statements have been prepared applying the accounting
policies and presentation that were applied in the preparation of
the financial statements for the year ended 31 December 2018.
Going concern
The Group's directors are required to make an assessment as to
whether it is appropriate to prepare the financial statements on a
going concern basis by considering the Group's ability and
intention to continue in business.
The Group have been operating a cash conservation strategy to
maximise cash held and to enable the Group to manage its operations
whilst market conditions remain difficult. A description of the
market conditions and the Group's plans are included in the
Strategic Report.
On 30 June 2019 there was a net cash balance of EUR9.6 million.
As part of its normal business practice, the Group regularly
prepares both annual and longer-term plans which are based on the
directors' expectations concerning key assumptions. The directors,
after careful consideration and after making appropriate enquiries,
are of the opinion that the levels of net cash outflows remain low
such that Group has sufficient cash to continue in operational
existence for at least twelve months from the date of approval of
the financial statements, in September 2020.
The Group intends to continue operations at PV Crystalox Solar
Silicon GmbH, in Germany which involve the cutting of silicon and
non-silicon materials together with a continued focus on research
and development activities. A sale to a third party or a transfer
of the business to the existing management team remains under
consideration.
As a result of this assessment the directors have concluded that
the Group has the ability and the intention to continue in
business. It should be noted that whilst the Group and PV Crystalox
Solar Silicon GmbH have been prepared on a going concern basis the
operations at Crystalox Limited have not following the announcement
on 13 July 2017 that Group intended to cease United Kingdom
manufacturing operations in H2 2017.
Basis of consolidation
The Group financial statements consolidate those of the parent
company and its subsidiary undertakings drawn up to 30 June 2019.
Subsidiaries are entities over which the Group has the power to
control the financial and operating policies so as to obtain
benefits from its activities. The Group obtains and exercises
control through voting rights.
The results of any subsidiary sold or acquired are included in
the Consolidated Statement of Comprehensive Income up to, or from,
the date control passes.
Consolidation is conducted by eliminating the investment in the
subsidiary with the parent's share of the net equity of the
subsidiary.
All intra-group transactions, balances, income and expenses are
eliminated upon consolidation.
Functional and presentational currency
Items included in the financial statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates (the "functional
currency"). The functional currency of the parent company is
Sterling. The financial information has been presented in Euros,
which is the Group's presentational currency. The Euro has been
selected as the Group's presentational currency as this is the
currency used in its significant contracts. The financial
statements are presented in round thousands.
2. Segment reporting
The chief operating decision maker, who is responsible for
allocating resources and assessing performance, has been identified
as the Group Board. The Group is organised around the production
and supply of wafers from silicon and non-silicon materials.
Accordingly, the Board reviews the performance of the Group as a
whole and there is only one operating segment. Disclosure of
reportable segments under IFRS 8 is therefore not made.
Geographical information for the six months ended 30 June
2019
United Rest of Rest of
Japan Taiwan Canada Germany Kingdom Europe World Group
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
---------------------- -------- -------- -------- -------- -------- -------- -------- --------
Revenues
By entity's country
of domicile - - - 284 - - - 284
By country from which
derived - - - 179 - 105 - 284
---------------------- -------- -------- -------- -------- -------- -------- -------- --------
Non-current assets*
By entity's country
of domicile - - - 48 - - - 48
---------------------- -------- -------- -------- -------- -------- -------- -------- --------
* Excludes financial instruments, deferred tax assets and
post-employment benefit assets.
Three customers accounted for more than 10% of Group revenue
each and sales to these customers were (figure in EUR'000):
1. Korea 105
2. Germany 75
3. Germany 51
Geographical information for the six months ended 30 June
2018
United Rest of Rest of
Japan Taiwan Canada Germany Kingdom Europe World Group
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
---------------------- -------- -------- -------- -------- -------- -------- -------- --------
Revenues
By entity's country
of domicile - - - 181 5,990 - - 6,171
By country from which
derived - 6,024 - 70 - - 77 6,171
---------------------- -------- -------- -------- -------- -------- -------- -------- --------
Non-current assets*
By entity's country
of domicile - - - 64 - - - 64
---------------------- -------- -------- -------- -------- -------- -------- -------- --------
* Excludes financial instruments, deferred tax assets and
post-employment benefit assets.
** Includes sales of surplus polysilicon feedstock.
One Taiwanese customer accounted for more than 10% of Group
revenue and sales to this customer was (figure in EUR'000):
6,024.
3. Income tax
The average taxation rate shown in the Consolidated Statement of
Comprehensive Income is nil% (H1 2018: nil%).
The anticipated long-term average tax rate for the Group,
normalised on the basis that the Group returns to profitability, is
approximately 32%.
4. Earnings per share
Net earnings per share is computed by dividing the net loss for
the period attributable to ordinary shareholders of EUR1.4 million
(H1 2018: profit of EUR2.6 million) by the weighted average number
of ordinary shares outstanding during the year.
Diluted net earnings per share is computed by dividing the
(loss) / profit for the year by the weighted average number of
ordinary shares outstanding and, when dilutive, adjusted for the
effect of all potentially dilutive shares, including share
options.
The calculation of the weighted average number of ordinary
shares is set out below:
Six months Six months
ended ended
30 June 2019 30 June 2018
----------------------------------------------------- ------------- -------------
Number of shares 160,278,975 160,278,975
Weighted average number of EBT shares held (1,973,063) (1,973,063)
Share consolidation (including EBT shares) (10,059,851) (1,973,063)
----------------------------------------------------- ------------- -------------
Weighted average number of shares for basic earnings
per share calculation 148,246,061 158,305,912
Dilutive share options 742,982 1,142,982
----------------------------------------------------- ------------- -------------
Weighted average number of shares for fully diluted
EPS calculation 148,989,043 159,448,894
----------------------------------------------------- ------------- -------------
5. Share Capital
Ordinary shares of 3.0206 pence each (2018: 5.2 pence)
2019 2018
----------------------------------- ------------- -----------
Allotted, called up and fully paid
At 1 January 160,278,975 160,278,975
Share consolidation (152,993,567) -
At 30 June 7,285,408 160,278,975
----------------------------------- ------------- -----------
As a result of the Share Capital Consolidation Shareholders
received 1 New Ordinary Share for every 22 Existing Ordinary
Shares, effective from 7 June 2019.
6. Shares held by the Employee Benefit Trust ("EBT")
As at 30 June 2019 the EBT held 89,685 shares (1.2%) of the
issued share capital in the Company (30 June 2018: 1,973,063 shares
(1.2%)). It holds these shares in trust for the benefit of
employees. Additionally, the cash balance held by the EBT on 30
June 2019 was EUR1,127,000 (30 June 2018: EUR605,000)
7. Return of Capital
In June 2019 a return of cash was made to all shareholders of 24
pence per share to shareholders on the register at the time of the
Return of Capital, This was implemented through a reduction of the
capital reserves. The reduction of the Company's share premium
account and of the nominal value of the Ordinary Shares enable the
Company to make a Return of Capital to Shareholders of EUR44.1
million in aggregate.
Six months Six months
ended ended
30 June 2019 30 June 2018
EUR'000 EUR'000
------------------------- ------------- -------------
Total shareholder return 44,133 -
------------------------- ------------- -------------
8. Changes in contingent assets and liabilities
There were no changes in contingent assets and liabilities.
9. Related party disclosures
Related parties as defined by IAS 24 comprise the senior
executives of the Group including their close family members and
also companies that these persons could have a material influence
on as related parties as well as other Group companies. During the
reporting period, none of the shareholders had control over or a
material influence in the parent company.
Transactions between the Company and its subsidiaries have been
eliminated on consolidation.
10. Approval of interim financial statements
The unaudited consolidated interim financial statements for the
six months ended 30 June 2018 were approved by the Board of
Directors on 24 September 2019.
The financial information for the year ended 31 December 2018
set out in this Interim Report does not constitute statutory
accounts as defined in Section 434 of the Companies Act 2006. The
Group's statutory financial statements for the year ended 31
December 2018 have been filed with the Registrar of Companies. The
Auditors' Report on those financial statements was unqualified and
did not contain statements under Section 498(2) or Section 498(3)
of the Companies Act 2006.
Statement of directors' responsibilities
to the members of PV Crystalox Solar PLC
The directors confirm that this condensed set of financial
statements has been prepared in accordance with IAS 34, 'Interim
Financial Reporting' as adopted by the European Union and that this
Interim Report includes a fair review of the information required
by the Disclosure and Transparency Rules of the Financial Services
Authority, paragraphs DTR 4.2.7 and DTR 4.2.8.
The directors of PV Crystalox Solar PLC are listed at the end of
this Interim Report and their biographies are included in the PV
Crystalox Solar PLC Annual Report for the year ended 31 December
2018.
By order of the Board
Matthew Wethey
Chief Financial Officer and Group Secretary
25 September 2019
This information is provided by RNS, the news service of the
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END
IR LLFEEAIIEFIA
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