PUR.L Regulatory News (PUR)

15 October 2015

PURE WAFER PLC

("Pure Wafer" or "the Company")

Final Results for the year ended 30 June 2015

Basic Earnings per Share of 214.5c; Net cash of $85.2m at year-end;

Strong trading momentum maintained; Positive Outlook for continuing operations;

Pure Wafer, one of the leading global providers of high quality silicon wafer reclaim services to many of the world's largest semiconductor manufacturers and foundries, today announces final results for the year ended 30 June 2015.

Commenting on the results, Chairman Peter Harrington said:

"The year to 30 June 2015 has been the most significant year in the Company's history so far; not due to the challenges that Pure Wafer faced, but rather for the significant efforts and achievements that arose out of those challenges. When I look back at the position that the Company found itself in following the catastrophic fire at its wafer reclaim facility in Swansea on 21 December 2014, it is remarkable to consider what has been accomplished in the relatively short period since."

"The Company's facility in Prescott, Arizona has continued to operate successfully and is unaffected by the events in Swansea and I am delighted to announce that Prescott has continued to fortify its position as the leading wafer reclaim Company in the US".

HIGHLIGHTS

Financial Highlights

· Turnover (Group) $15.4m (2014: $15.2m)

· Turnover (Wafer reclaim) $15.3m (2014: $15.1m)

· Operating profit before exceptional items $2.3m (2014: $2.6m)

· Profit from discontinued operations $60.3m (2014:$1.6m)

· Net funds at year-end of $85.2m (2014: $1.5m)

· Net cash generated from operating activities $88.3m (2014: $5.5m)

· Basic earnings per share 214.5c (2014: 13.5c)

CEO Richard Howells, commenting on the results, current trading and prospects added:

"Once again our operational teams have met the challenges set, albeit the nature of those challenges changed dramatically and unexpectedly during the year for the team in Swansea.

"Record levels of productivity were maintained in Prescott throughout the year whilst focusing on providing high levels of customer service and a continual improvement of our product offering.

"Demand for our wafer reclaim services has remained strong since the year-end. We are confident that these levels of demand will continue throughout this current financial year. With the semiconductor market expected to continue its growth profile through to 2017 and beyond, and Pure Wafer continuing to invest in leading-edge technology at its Prescott facility, the Board firmly believes that the Company is well placed for the future growth from its continuing operations"

Enquiries:

Chairman's statement

Introduction

The year to 30 June 2015 has been the most significant year in the Company's history so far; not due to the challenges that Pure Wafer faced, but rather for the significant efforts and achievements that arose out of those challenges. When I look back at the position that the Company found itself in following the catastrophic fire at its wafer reclaim facility in Swansea on 21 December 2014, it is remarkable to consider what has been accomplished in the relatively short period since.

Swansea

It was a significant relief to learn that all staff present at the facility when the fire broke out were successfully evacuated with no reported injuries. Up until the point of the fire on 21 December 2014, Swansea was trading in line with market expectations.

Forensic investigations indicate that the fire was caused by an electrical fault with a heating element contained within a chemical storage tank. The fire, which started externally, was contained to the external service and plant areas of the facility and was prevented from entering the production areas by the installed fire prevention systems and fire wall. However, subsequent metallurgic testing determined that elements of the building, including part of the structural steel framework had been compromised by the fire. In addition, test results concluded that acidic smoke from the fire had contaminated manufacturing areas including highly sensitive clean rooms and equipment.

As a result of the fire it was determined that the building would require extensive repairs, including the removal of all affected structural elements, and that the clean rooms would need to be removed and replaced together with all associated mechanical, electrical and process services. This would have required the expensive process equipment also to be replaced to ensure high levels of quality could be achieved when production was resumed.

On 1 May 2015, it was announced that the Company had successfully concluded negotiations with the Company's insurers and reached satisfactory settlement terms. The insurance claim, which comprised replacement costs of property, plant and equipment and three years' business interruption, was settled on the basis that the insurers would pay the Company a cash sum in full and final settlement of all the Company's claims arising out of the fire.

It was also announced that, as a result of the settlement agreement, the Board was proposing not to reinstate the Swansea facility. The following factors were carefully considered by the Board in coming to its decision:

· The significant cost and time it would take to rebuild the facility, replace the specialist equipment and requalify with customers;

· The fact that the majority of Swansea's customers had declined the Company's offer to qualify and switch production to Prescott, and had already migrated to competitors;

· There was little certainty that customers would re-engage with the Company on an economically viable basis following the reinstatement of Swansea;

· The relative ease with which customers had transferred supply to competitors was an indication that the reinstatement of the Swansea facility would result in overcapacity within the market.

The Board also carefully considered other alternative courses of action, including a partial resumption of the Swansea facility or investing the proceeds of the insurance settlement in order to achieve the previously stated strategic goal of diversifying its core business away from a dependence on silicon wafer recycling. The Board concluded that it would be in shareholders' best interests to return surplus funds to them once the Company's liabilities had been settled with respect to the Swansea facility, and an assessment had been made of the future working capital requirements of the Company's ongoing US operations. A number of the liabilities resulting from the decision to close the Swansea facility were significant and complex. These included the cost of redundancies, taxation, lease and debt liabilities.

On 12 August 2015 it was announced that the fire damaged building in Swansea had been disposed of and that the 99 year lease had been assigned. This is an excellent outcome for the Company and shareholders and it will also enable the site to be redeveloped so that new long term employment can be created in the area. It was also announced that all outstanding obligations under Government grant funding had been settled and repaid.

I would like to thank the Welsh Government for supporting the Company over the years and for encouraging companies to invest and grow in Wales.

Prescott

I would like to emphasise that the Company's facility in Prescott, Arizona has continued to operate successfully and is unaffected by the events in Swansea. Indeed the Company continues to make further investment in this facility, which was responsible for approximately 44% of group turnover in the period before the fire.

I am delighted to announce that Prescott has continued to fortify its position as the leading wafer reclaim Company in the US. Following the Swansea fire a few customers have proceeded with the qualification of Prescott so that production can be switched. Due to the comprehensive and time consuming nature of qualification processes the incremental volume did not materialise until the end of the year.

I am also pleased to report that Prescott has maintained record levels of productivity, which together with close management of costs, has resulted in its cost per wafer continuing to run at an historic low. This performance is very encouraging and is a measure of the strength of the business going forward.

Financial performance

Clearly, the events in Swansea have had a dramatic effect upon the financial statements of the Company. International Financial Reporting Standards dictate that we treat the results attributable to Swansea's operations for the current and comparative periods as discontinued operations.

The key financial performance indicators monitored by the Board are as follows:

• Turnover (Group) $15.4m (2014: $15.2m)

• Turnover (Wafer reclaim) $15.3m (2014: $15.1m)

• Operating profit before exceptional items $2.3m (2014: $2.6m)

• Profit from discontinued operations $60.3m (2014:$1.6m)

• Net funds at year-end $85.2m (2014: $1.5m)

• Net cash generated from operating activities $88.3m (2014: $5.5m)

• Basic earnings per share 214.5c (2014: 13.5c)

The Board would like to commend the management team on their handling of such exceptional circumstances and congratulate them on their skillful negotiation of an early settlement to the insurance claim. This is reflected in the key financial indicators reported above, not least in the significant improvement in the Company's earnings per share.

Shareholder distribution

It was announced on 10 March 2015 that as a result of the fire, the Company was postponing dividend payments for the current year. Following the conclusion of the insurance settlement agreement the Board announced its intention to return surplus funds to shareholders once the Company's liabilities had been settled with respect to the Swansea facility, and an assessment had been made of the ongoing working capital requirements of the Company's ongoing US operations.

The Company will make a further announcement in the near future on the quantum and arrangements for returning surplus funds to shareholders. Based upon current information, the Board estimates the surplus from the insurance settlement to be in the region of 140p - 145p per share.

Outlook

Industry analysts are forecasting continued growth in the semiconductor market, driven by growth in "Internet of Things" devices, more 4K televisions, and the next generation of smartphones. Confidence in the industry means that our customers continue to invest heavily in additional capacity and technology advancements, giving rise to further wafer reclaim opportunities for Pure Wafer in the US.

Industry analysts are expecting the number of IC fabs to increase through 2019, primarily focused on 300mm capacity. Financial and technology hurdles continue to plague the development of 450mm wafers, with analysts predicting that 450mm production will not begin before 2020 at the earliest. Since the year-end, demand for our wafer reclaim services in the US has remained strong. We are confident that these levels of demand will continue in the US throughout this next financial year and beyond.

Finally, I would like to thank all of our shareholders for their continued support of Pure Wafer.

Peter Harrington

Chairman

14 October 2015 

Chief Executive's review

Operational Review

Once again our operational teams have met the challenges set, albeit the nature of those challenges changed dramatically and unexpectedly during the year for the team in Swansea.

Record levels of productivity were maintained in Prescott throughout the year whilst focusing on providing high levels of customer service and a continual improvement of our product offering. Despite major suppliers seeking to increase prices for the majority of consumable items, margins were maintained due to successful engineering initiatives to reduce consumables usage and costs within our processes, without affecting the quality of the product. Following the fire the team in Prescott also provided support where possible to Swansea and Swansea's customers.

I would like to thank the operations team in Prescott, led by Jerry Winters, for its support to the Group and for providing stability at a time when management time and attention was focused upon dealing with the aftermath of the fire at Swansea.

I would also like to emphasise that the Prescott facility continues to operate successfully and that it is unaffected by the decision to close Swansea. Indeed we continue to invest in Prescott, and plan to make further investments in the future in both technology advancement and additional capacity.

Up until the point of the fire, Swansea was trading in line with market expectations and continued to benefit from the strength of the global semiconductor industry, particularly in Asia. Following the fire on 21 December 2014 the response of the management team and staff in Swansea was exceptional. The team worked tirelessly to try and mitigate the disruption to customers and to formulate the reinstatement plan to restore production as quickly as possible. Unfortunately the real risk that customers would not re-engage with the Company on an economically viable basis, following reinstatement of the Swansea facility, meant that it was impossible to justify the significant capital investment required.

It was an extremely difficult time, having to announce the closure of the Swansea facility to the workforce. However, within the first couple of months of being made redundant over 75% of the workforce found alternative employment in the local area, which is a testament to the quality and ability of the staff. It is also a barometer for the condition of the jobs market in South Wales.

The disposal of the fire damaged property at Millbrook Drive, Swansea and the assignment of the 99 year lease, which was announced on 12 August 2015 is an excellent result for both the Company and the local area. It is anticipated that this will enable the site to be redeveloped and additional long term employment created in the area.

The events of the past year have highlighted the importance of having a robust and comprehensive insurance policy and the value of having excellent advisors. In particular I would like to extend my gratitude to Marsh UK for their advice and support throughout the claims process.

Market

Consumers' desire for multifunctional mobile electronic devices and internet-capable technology continues to grow. Industry analysts are forecasting continued growth for the next several years. Growth is not only being driven by an enduring demand for tablet PCs and smartphones, as the global economies recover, but also by new internet-capable technologies. In response, our customers continue to invest heavily in additional capacity and technology advancements, which is good news for Pure Wafer.

Outlook

Demand for our wafer reclaim services has remained strong since the year-end. We are confident that these levels of demand will continue throughout this current financial year. With the semiconductor market expected to continue its growth profile through to 2017 and beyond, and Pure Wafer continuing to invest in leading-edge technology at its Prescott facility, the Board firmly believes that the Company is well placed for future growth from its continuing operations.

Richard Howells

Chief Executive Officer

14 October 2015

Financial review

Reporting currency

We continue to report in US dollars, the currency of the industry we operate in. This alignment of functional currency and reporting currency allows us to produce financial statements that are clearer and more transparent without the need for large and adjustments required at the year end.

Following the fire at the Group's Swansea wafer reclaim facility on 21 December 2014, the Company received an insurance settlement in Sterling and as a consequence held significant Sterling cash balances at 30 June 2015. The intention is to distribute excess insurance proceeds to shareholders, following the settlement of all liabilities relating to the Swansea facility fire. The functional currency of the remaining operating subsidiary Pure Wafer Inc. and indeed the industry continues to be in US dollars, and therefore the Board considers that the presentation of financial performance in the functional currency of the on-going operating unit and functional currency of the industry continues to be appropriate.

Continuing Operations

Revenue and Volumes

Overall revenues increased by 1% year on year from $15.2m to $15.4m. All revenue is derived from our US wafer reclaim site in Prescott Arizona. An analysis of turnover by origin and destination can be found in note 4.

Gross profit

Gross profit increased from $6.1m to $6.2m, an increase of 2%, as a result of consistent pricing and efficiencies achieved. Gross profit margin remained consistent year on year at 40%.

Administrative expenses

Administrative expenses increased from $3.5m to $4.2m reflecting increased costs of Pure Wafer plc and the impact of exceptional items.

Operating profit

Operating profit has decreased from $2.6m to $2.0m principally as a consequence of the increased expenditure at Pure Wafer plc, and exceptional items of $0.3m.

Exceptional items

During the current year the Group incurred exceptional costs of $0.3m as the business took steps to support and maintain customer goodwill following the fire at our Swansea facility and enable the transfer of some customers to Pure Wafer Inc. and restructuring the US sales force.

Discontinued Operations

Following the decision to exit production at the Swansea facility, the Board decided not to reinstate the Swansea facility as it was not deemed to be economically viable to do so. As a consequence the results of the UK operations of Pure Wafer International Limited and Pure Wafer Solar Limited are shown as discontinued Operations. This is shown in note 5.

Revenue for discontinued operations was $9.3m, a decrease from $20.2m for the year ended 30 June 2014, reflecting the cessation of the UK business on 21 December 2014.

A gross loss of $1.1m versus a gross profit of $4.3m for the year ended 30 June 2014, reflects the on-going costs incurred by the business following the cessation of trade and also the retention of the workforce up to the acceptance of the consultation proposal to close the Swansea operation on 30 June 2015.

Exceptional income from the insurance settlement was $90.5m. Exceptional costs of $24.6m related to the settlement of the insurance claim, impairment of assets, site safety, fire damage and closure of the Swansea facility.

The profit from discontinued operations for the year ended 30 June 2015 was $60.3m versus $1.6m for the year ended 30 June 2014.

Cash generation

The Group finished the year in a net funds position of $85.2m, an increase of $83.7m. Net cash generated from operating activities increased from $5.5m in the year ended 30 June 2014 to $88.3m in the current year, primarily due to the receipt of insurance proceeds following the Swansea fire.

Taxation

The Directors have taken the decision to recognise a deferred tax asset representing available losses carried forward in the US based on the current US budget and forecasts as they are expected to be utilised within the foreseeable future.

The value of the remaining unrecognised deferred tax asset relating to unrelieved management charges of Pure Wafer plc at 30 June 2015 is $8.8m (2014: $7.9m) due to there being insufficient forecast future profits generated within Pure Wafer plc to utilise these losses carried forward.

There are no unrecognised tax losses relating to the US business.

Royal Bank of Scotland plc (RBS) warrants

During the year ended 30 June 2015, the Company exercised its pre-emption rights with relation to the remaining RBS warrants outstanding. The Company cancelled 2,191,935 warrants, with an exercise price of 20 pence per warrant, at a cancellation price of 118.06p per warrant, resulting in a total payment of £2,587,798 ($3,386,000 at £1:$1.5755), which has been recognised as a charge direct to equity.

Dividends

The final dividend 0.7 cents (0.43 pence at $1.6259:£1) per ordinary share for the year ended 30 June 2014 was paid on 9 January 2015.

Funding arrangements

During April 2015, Pure Wafer plc settled the outstanding term loan with HSBC for $2.6m. In accordance with this settlement remaining issue costs of $0.1m were immediately charged to the income statement.

Huw Lewis

Chief Financial Officer

14 October 2015

Consolidated income statement

year ended 30 June 2015

Registered number 05289130

There is no other comprehensive income for the years noted above.

Consolidated statement of changes in equity

year ended 30 June 2015

Consolidated balance sheet

as at 30 June 2015

 Consolidated statement of cashflows

 Year ended 30 June 2015

Cash flows from Discontinued Operations, which are included within the above consolidated statement of cashflows are shown at note 10.

1. Publication of Non-Statutory Accounts

The financial information set out in this announcement does not comprise the Group`s statutory accounts for the years ended 30 June 2015 or 30 June 2014.

The financial information has been extracted from the statutory accounts of the Company for the year ended 30 June 2015 which have been delivered to the Registrar of Companies. The auditors` opinion on those accounts was unqualified and did not contain a statement under section 498 (2) or section 498 (3) Companies Act 2006 and did not include references to any matters to which the auditor drew attention by the way of emphasis.

The statutory accounts for the year ended 30 June 2015 will be finalised on the basis of the financial information presented by the directors in this announcement and will be delivered to the Registrar of Companies following the Company`s Annual General Meeting.

2. General information

Pure Wafer plc is a company incorporated and domiciled in the United Kingdom under the Companies Act 2006. The address of the registered office is Pure Wafer plc, Unit 5, 3 Waterton Park, Waterton, Bridgend, CF31 3PH. The nature of the Group's operations and its principal activities are set out on page 10.

Adoption of new and revised standards

The financial statements have been prepared in accordance with International Financial Reporting Standards "IFRSs" as adopted by the European Union as they apply to the financial statements of the Group for the year ended 30 June 2015 and applied in accordance with the Companies Act 2006. The financial statements have been prepared in accordance with the historical cost convention, modified by any financial assets/liabilities held at fair value.

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning 1 July 2014 that would be expected to have a material impact on the Group.

The following standards are mandatory for adoption as at 30 June 2015 (all were effective at 1 January 2014 unless otherwise stated) and have been adopted by Pure Wafer plc. The adoption of the standards and interpretations have had no material impact on the financial statements of Pure Wafer plc;

The following standards and relevant interpretation, which have not been applied in these financial statements, were in issue but were not yet effective for Pure Wafer plc, and have not been adopted early. The adoption of these standards and interpretations are not expected to have a material impact on the financial statements of Pure Wafer plc, in the period in which they will be applied.

Discontinued Operations

During the year the Group decided to cease operations at Pure Wafer International Limited's operations in Swansea. In accordance with IFRS 5 the results of these operations are presented as discontinued operations in the Consolidated Income Statement. See note 4 for further details. As a result of this the Income Statement and relevant notes for the year ended 30 June 2014 has been restated to show the impact.

3. Revenue

An analysis of the Group's revenue is as follows:

Revenue from Discontinued Operations for the year ended 30 June 2015 was $9,283k (2014: $20,213k). The UK business ceased to operate on 21 December 2014 following a catastrophic fire at the Group's UK Processing facility.

4. Discontinued operations and business segments

Business and geographical segments are reported in a manner consistent with internal reporting provided to the Chief Operating Decision-Maker, which has been identified as the Executive Directors of the Pure Wafer plc Board.

The Group's continuing activities and turnover primarily consist of the reclamation and reprocessing of silicon test wafers, in the US, for external customers.

Following a fire at the Swansea facility on 21 December 2014 the Group decided not to reinstate the UK manufacturing facility. As a consequence of this decision to cease the trade in the UK the results of the UK operation are shown as discontinued operations. In addition the decision to cease to trade the solar business was also made at this time. Therefore by disclosing continuing and discontinuing operations the performance of each business segment is disclosed.

Discontinued Operations

Insurance Proceeds of $90.6m relate to the settlement in relation to the fire at the Swansea facility, Impairment of $15.5m relates to the write down of property, plant and equipment damaged by the fire based on management's assessment of the damage to property, plant and equipment.

Government grants are normally amortised against the Capital assets to which they relate. Where the assets were destroyed and the grants were outside of the monitoring period the balance on these grants have been credited to discontinued operations. The total credit in respect of grants relating to fire damaged assets were $1.9m (2014:$nil) for the year ended 30th June 2015.

Redundancy costs were incurred in relation to the closure of Pure Wafer International Limited following the announcement of the closure of the Swansea facility of $2.2m. Redundancy costs of $0.2m in 2014 related to the restructuring of the Swansea workforce following competitor pricing pressure.

Pure Wafer International incurred site safety costs following the fire of $2.5m. Costs were incurred in ensuring the building structure was safe, all fire damaged equipment was removed and scrapped, chemicals were safely removed and destroyed, and the site was secured and to ensure that staff had a safe working environment following the fire.

Following the discontinuation of the solar business the intangible asset in relation to the development of solar cells was deemed impaired by management. A charge was recognised within the Income Statement of $0.1m relating to this asset. Insurance settlement incentives of $2.5m have been incurred following the early settlement of the insurance claim and management of outstanding liabilities in relation to the Swansea facility.

Other Fire related costs were incurred of $1.3m. These costs include fire damaged stock written off, costs of returning undamaged customer owned product, advisors and legal fees, and other irrecoverable costs incurred as a result of the fire.

Other similar loss of $3.2m (2014:$0.2m gain) related to the retranslation of asset and liability balances held in currencies other than US dollars at 30 June 2015.

Business segments

Following the Swansea fire on 21 December 2014 the Group only has one continuing operation within the US. In addition the Group has the costs associated with the Pure Wafer plc head office. The continuing operations shown within the Income Statement relate to the on-going operations of the US Operations and Pure Wafer plc corporate costs.

Within the year ended 30 June 2015, administrative costs relating to Pure Wafer plc within the Group's continuing Income Statement were $962k (2014:$501k). Within interest payable, $223k (2014:$197k) related to Pure Wafer plc and relates to interest payments made to service external debt.

Management information does not separately analyse the UK assets and liabilities between the UK wafer reclaim and UK solar businesses for discontinued operations. Assets and liabilities of the solar business are not considered by management to be material in the overall context of the UK business.

Analysis by-product (Continuing operations)

The revenue by-product variant was as follows:

Analysis by destination and origin (Continuing operations)

The revenue by destination was as follows:

Discontinued operations revenue for the year ended 30 June 2015 relates to the UK business and totaled $9,283k for the year ended 2015 (2014:$20,213k)

Within the continuing wafer reclaim business are revenues from the Group's largest customer of $4.2m (2014: $3.6m) and second largest customer of $2.5m (2014: $2.2m). There are no other customers who represent more than 10% of the Group's total revenue.

5. Operating profit - continuing operations

6. Exceptional items - continuing operations

Items that are material either because of their size or their nature, or that are non-recurring are considered as exceptional items and are presented within the line items to which they best relate. During the year the following exceptional items have been recognised within the income statement:

As a consequence of the fire at Swansea certain customer activities were transferred to Prescott, to support the transfer Pure Wafer Inc. incurred exceptional costs of $221k (2014:$Nil).

During the year ended 30 June 2015 Pure Wafer Inc. restructured its workforce in so doing it incurred exceptional termination costs of $80k (2014:$nil) were incurred.

7. Profit per share

The calculation of the basic and diluted profit per share is based on the following data:

Continuing operations

Discontinued Operations

8. Interest-bearing loans and borrowings

Bank loans are shown net of Arrangement fees of $nil (2013: $142,000). Arrangement fees are held as an asset and amortised over the term of the loan agreement.

During April 2015, all outstanding loan amounts were settled and arrangement fees expensed directly to the income statement with in continuing operations. The Group holds no external debt.

Bank loans are repayable as follows:

9. Share capital

During the year the Company issued a total of 712,158 Ordinary Shares of 20 pence each for a cash consideration of $247k.

10. Notes to the consolidated cash flow statement

Cash flows from Discontinued Operations

The Cash flows from Discontinued Operations being Pure Wafer International Limited are shown by key reporting line.

11. Deferred income tax/liabilities

The analysis of deferred tax assets and deferred tax liabilities is as follows:

The Board has taken the decision to recognise a deferred tax asset representing available losses carried forward based on current budget and forecasts as they are expected to be utilised within the foreseeable future. All deferred tax losses relate to the US. There are no unrecgonised tax losses for the US business. There are no remaining tax losses within the UK business as all trading losses have been utilised in the year ended 30 June 2015. The value of the remaining unrecognised deferred tax asset relating to tax losses of the UK business at 30 June 2014 was $6.2m.

There are unrelieved management expenses within Pure Wafer plc of $8.8m (2014:$7.9m) these have not been recognised as a deferred tax asset.