PVCS.L Regulatory News (PVCS)

PV Crystalox Solar PLC

Interim report 2018

PV Crystalox Solar PLC (the "Group"), a long established supplier of photovoltaic ("PV") silicon wafers, today announces its interim results for the six months ended 30 June 2018.

Highlights

· Net cash of €39.6 million

· €28.8 million settlement agreed with customer.

· €14.5 million received in May and €14.3 million due 30 November 2018

· €8.2 million recognised as Other Income in H1 2018

· Multicrystalline silicon wafer production ceased in April 2018

· Restructuring carried out in Germany with significant job losses

· Operations now focus on cutting of quartz and glass

Financial Overview

· Revenues €6.2m (H1 2017: €12.6m)

· Profit before taxes (EBT) €2.7m (H1 2017: Loss of €5.4m)

· Net cash €39.6m (31 December 2017: €26.4m)

· Inventories €0.2m (31 December 2017: €3.9m))

Iain Dorrity, Chief Executive Officer, commented:

"In view of the Group's substantial cash position following receipt of the arbitration settlement, the Board is continuing to explore options for the future of the Group in order to maximise shareholder return. Options include a return of cash to the shareholders, the acquisition of an existing business or a combination of the alternatives. The Board expects to make final decisions before the end of the year."

 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 has been a long established supplier to the global photovoltaic industry, producing multicrystalline silicon wafers for use in solar electricity generation systems until H1 2018. It now focuses on the cutting of glass and quartz for the semiconductor and optics industries while continuing its research and development activities.

Chairman's and Chief Executive's joint statement

The PV Market environment became even more challenging during 2018. Pricing has progressively declined across the value chain and conditions deteriorated further in June following an announcement from the China government that it would strictly control and cap PV installations in 2018. As China has been the largest end-market and accounted for around 50% of global PV demand in recent years, concerns of oversupply accelerated price declines. By the end of August wafer prices had fallen by 50% and polysilicon by 35% since the beginning of 2018. Global PV installations are expected to decline to 85GW in 2018 down from 100GW in 2017 according to market research firm GTM Research and would represent the first year on year market decline.

As previously advised all United Kingdom production operations permanently stopped in August 2017 and resulted in mass redundancies with the majority of United Kingdom employees leaving by the end of September 2017. In the subsequent months activities focused on clearing the production facilities and returning the four leased buildings to the landlord. The programme was concluded in May 2018 when the final long term lease was surrendered. Only one employee now remains dealing with the residual trading and administrative activities.

The Group terminated multicrystalline silicon wafer production in Germany during H1 in accord with its announcement in the 2017 Annual Report. While it had been hoped that a buyer could be found who would be willing to develop the operation, the deteriorating market conditions made this impossible. Instead major restructuring was necessary which following discussion with the workers council regrettably led to extensive job losses in May 2018. Following restructuring the operation has around 20 employees and while the silicon wafering capabilities are retained, the focus is now on the cutting of glass and quartz for the semiconductor and optics industries. The funded research and development activities are continuing.

Group wafer shipments during H1 totalled 47MW (69MW:H1 2017) and enabled clearance of most of the inventory which was reduced to below 3MW at the end of the period.

On 8 November 2017 the Group announced that it had received notification of the final award rendered by the International Court of Arbitration of the International Chamber of Commerce in the claim filed the Group in March 2015 and arising from an outstanding long-term wafer supply contract with one of the world's leading PV companies. The award required the customer, who had failed to purchase wafers in line with its contractual obligations, to pay the amount of around €36.5m including interest to the Group as at May 2018. The obligation to pay was not conditioned upon the Group's delivery of 22.9m wafers, outstanding under the contract, although the customer's right to seek such delivery was not precluded by the award. On 17 August 2018 the Group announced that it had concluded an agreement with the customer in settlement of all claims and obligations under the wafer supply contract and arbitration award. Under the agreement the customer will make total payments of €28.8m and waive its right to demand delivery of the outstanding wafers. As previously advised an initial payment of €14.5m was made on 8 May 2018 and under the agreement a further final payment of €14.3m will be made on 30 November 2018.

Further progress in resolution of the Group's other outstanding wafer supply contract, has also been achieved. The customer had entered insolvency and shipments stopped in 2012. Claims had been registered with the administrator and an interim settlement of €0.96m was received during H1 2016. A further payment of around €0.56m was received in April 2018. No further payment is expected unless the administrator is successful in a claim against the management board who are covered by a D&O insurance policy.

Financial Review

In the first half of 2018 Group Revenues of €6.2 million were 51% lower than in the same period in 2017 (€12.6 million). This decrease was due to selling fewer wafers than in H1 2017 and the absence of polysilicon trading in H1 2018.

The Group's gross loss for the period was €0.9 million (H1 2017: loss €0.3 million). This loss was principally due an inventory write-down of €0.8 million. The write-down in inventory is due to a reduction in the spot price of wafers which has negatively impacted the recoverable value of finished product inventory and the write down in consumables used for producing silicon wafers. Following the termination of multicrystalline silicon wafer operations during H1 2018 our raw material stock has been written down to its estimated recoverable value rather than its cost.

The Group's profit before taxes was €2.7 million (H1 2017: loss €5.4 million). This improved profitability was mainly driven by an increase in other income and a reduction in other expenses offset by a greater gross loss for the period and a small currency loss.

Other income of €9.1 million was €7.9 million higher than the €1.2 million recognised in H1 2017. Additional income of €8.2 million has been included in the interim results in relation to the settlement. The Group had recognised €20.5 million of other income in relation to the arbitration proceedings in the full year results for 2017. Other expenses were €1.3 million lower in the first six months of 2018 mainly due to negligible costs being charged at Crystalox Limited following the termination of manufacturing in the UK during H2 2017 and lower fees in relation to arbitration proceedings than in 2017.

The Group's net cash position at the end of the period was €39.6 million, which was €11.7 million higher than the net position of €27.9 million at the start of the year. On the consolidated cash flow statement the main movements relate to the Group's profit after adjustment for non cash movements of €3.7 million together with cash generated from releases in working capital of €8.9 million.

As a result of the outcome of the consultation and restructuring of the German operations the Group recognised a provision of €1.5 million. A review of the recoverable value of certain items in property, plant and equipment in Germany was carried out and resulted in an impairment charge of €0.8 million.

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 8 to 9 of the 2017 Annual Report, a copy of which is available on the Group's website, www.pvcrystalox.com. 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 2017 Annual Report. However, these risks are considered to be considerably diminished in view of the Groups termination of multicrystalline silicon wafer production.

Outlook

The Board is evaluating the future viability of the remaining small scale operations in Germany in order to determine whether there is realistic potential for growth and a return to profitability. A possible total shutdown cannot be excluded at this stage although very preliminary discussions have also taken place regarding a transfer of the business to the existing management team.

In view of the Group's substantial cash position following receipt of the arbitration settlement, the Board is continuing to explore options for the future of the Group in order to maximise shareholder return. Options include a return of cash to the shareholders, the acquisition of an existing business or a combination of the alternatives. The Board expects to make final decisions before the end of the year.

 John Sleeman Dr Iain Dorrity

Chairman Chief Executive Officer

13 September 2018

Consolidated statement of comprehensive income

for the six months ended 30 June 2018

The accompanying notes form an integral part of these financial statements.

Consolidated balance sheet

as at 30 June 2018

The accompanying notes form an integral part of these financial statements.

Consolidated statement of changes in equity

for the six months ended 30 June 2018

Consolidated cash flow statement

for the six months ended 30 June 2018

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 2018

1. Group accounting policies

Basis of preparation

These condensed consolidated interim financial statements are for the six months ended 30 June 2018. 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 2017.

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 2017.

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 to conserve cash is included in the Strategic Report in the 2017 Annual Report.

On 30 June 2018 there was a net cash balance of €39.6 million, and a cash inflow of €14.3 million is expected from the arbitration award at the end of November 2018. 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 2019.

The Group has restructured the wafering operation at PV Crystalox Solar Silicon GmbH, in Germany and is now focusing on the cutting of non-silicon materials together with a continued focus on research and development activities.

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. Crystalox Limited continued to sell wafers to the Group's customer in Taiwan during H1 2018.

Basis of consolidation

The Group financial statements consolidate those of the parent company and its subsidiary undertakings drawn up to 30 June 2018. 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 one product, multicrystalline silicon wafers. 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 2018

* Excludes financial instruments, deferred tax assets and post-employment benefit assets.

One Taiwanese customer accounted for more than 10% of Group revenue and sales to this customer was (figure in €'000): 6,024.

Geographical information for the six months ended 30 June 2017

* 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 €'000): 9,041.

3. Cost of materials and services

Having reviewed anticipated selling prices in H2, ' Cost of materials and services' includes an inventory write-down of €0.8 million (H1 2017: €1.4 million).

4. Income tax

The average taxation rate shown in the Consolidated Statement of Comprehensive Income is nil% (H1 2017: 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 profit for the period attributable to ordinary shareholders of €2.6 million (H1 2017: loss of €5.4 million) by the weighted average number of ordinary shares outstanding during the year.

Diluted net earnings per share is computed by dividing the profit/(loss) 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:

6. Property, plant and equipment

Additions to property, plant and equipment in the six months ended 30 June 2018 were less than €0.1 million (H1 2017: less than €0.1 million). Having reviewed the recoverable value of certain assets, an impairment charge of €0.8 million (H1 2017: €0.5 million) is included within 'Depreciation and impairment of property, plant and equipment and amortisation of intangible assets'.

7. Provisions

All provisions are short-term. The 2017 provisions relate to the winding down of operations in the United Kingdom and the 2018 provision relates to the restructuring of operations in Germany.

8. Shares held by the Employee Benefit Trust ("EBT")

As at 30 June 2018 the EBT held 1,973,063 shares (1.2%) of the issued share capital in the Company (30 June 2017: 1,971,910 shares (1.2%)). It holds these shares in trust for the benefit of employees.

9. Changes in contingent assets and liabilities

There were no changes in contingent assets and liabilities.

10. 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.

11. Post balance sheet events

On 17 August 2018 the Group announced that it had concluded an agreement with its customer in settlement of all claims and obligations (the "Agreement") under the wafer supply contract and arbitration award. Additional income of €8.2 million in relation to this Agreement has been included in the interim results as this was in line with management expectations as at 30 June 2018. The Group recognised €20.5 million of other income in relation to the arbitration proceedings in the full year results for 2017.

12. 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 13 September 2018.

The financial information for the year ended 31 December 2017 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 2017 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 2017.

By order of the Board

Matthew Wethey

Chief Financial Officer and Group Secretary

13 September 2018