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Preliminary Results

28 Mar 2012 07:00

RNS Number : 2165A
PV Crystalox Solar PLC
28 March 2012
 



PV Crystalox Solar PLC

Preliminary Results

For the year ended 31 December 2011

PV Crystalox Solar PLC and its subsidiaries (the "Group"), one of the world's leading providers of photovoltaic ('PV') silicon wafers, today announces preliminary results for the year ended 31 December 2011.

 

Market overview

·; 2011 global module installations estimated at 27.7GW up 70% from 2010

·; Unprecedented wafer spot pricing reduction of 69% during 2011

 

Overview of results

·; Wafer shipments 384MW (2010: 378MW)

·; Revenues €210.4m (2010: €252.6m)

·; EBIT before exceptional items of €4.1m (2010: €33.3m)

o Exceptional impairment of plant of €27.8m

o Exceptional inventory writedown of €22.8m

o Exceptional onerous contract charge & provisions of €20.9m

·; EBIT loss of €67.5m (2010: profit of €33.3m)

·; EBT loss of €67.1m (2010: profit of €33.7m)

·; Net Cash €22.6m (2010: €54.8m)

 

Maarten Henderson,Chairman, commented

 

"We remain committed to the solar industry and believe that the long term outlook for solar installations remains positive. In the medium-term we expect that market conditions will return to levels that allow companies to operate profitably. In parallel the Group will accelerate its cost reduction programmes, continue its cash conservation strategy, whilst preserving the Group's operational capabilities. The Board will continue to take the decisions necessary to maximise shareholder value."

 

Iain Dorrity, Chief Executive Officer commented

"2011 has been an extremely challenging year the for the global PV industry. We believe that our cash conservation measures and internal cost reduction programme are the most appropriate approach to protect shareholder value in the current turbulent environment."

Enquiries:

PV Crystalox Solar PLC

+44 (0) 1235 437188

Iain Dorrity, Chief Executive Officer

Peter Finnegan, Chief Financial Officer

Matthew Wethey, Group Secretary 

 

FTI

James Melville-Ross / Sophie McMillan / Tracey Bowditch

+44 (0) 20 7831 3113

 

About PV Crystalox

PV Crystalox Solar is a leading supplier to the world's major photovoltaic companies, producing multicrystalline silicon wafers for use in solar electricity generation systems.

 

Our customers, the world's leading solar cell producers, process these wafers into solar modules to harness the clean, silent and renewable power from the sun. We are playing a central role in making solar power cost competitive with conventional hydrocarbon power generation and, as such, continue to seek to drive down the cost of production whilst increasing solar cell efficiency.

 

Chairman's statement

 

PV Crystalox Solar has navigated a very difficult 2011, which was a very challenging year for the PV industry. Worldwide production capacity continued to increase dramatically particularly from companies in China, which led to sharp falls in pricing across the PV value chain and drove wafer sales prices below production costs.

 

Despite the problems faced by the industry during 2011, growth in the global PV market was significantly above industry expectations, with strong demand in the second half of the year driven by the 40% fall in module prices and the continuing market incentive programmes in Europe. The European Photovoltaic Industry Association (EPIA) estimates that global installations grew to around 27.7GW in 2011, which represents a 70% increase over the previous year.

 

In response to the challenging market environment, the Board has taken action to manage the business through these difficult times and in particular to conserve the Group's cash. Production output was significantly reduced at our ingot and wafer operations in the UK and Germany and polysilicon production was suspended at our facility in Germany. Employment costs were reduced through the introduction of short time working, a reduction in the number of temporary workers in Germany and, regrettably, redundancies in the UK.

 

The Group's shipment volumes of 384MW in 2011 were slightly above the 378MW achieved in 2010. However, Group revenue was 17% lower at €210.4 million due to the effect of lower average selling prices which impacted profitability leading to earnings before interest and taxes (EBIT), before exceptional items, of €4.1 million, representing a margin of 1.9%. As a result of the dramatic reduction in wafer and polysilicon spot prices and the challenging market environment, the Group recognised exceptional charges of €71.6 million in 2011. These comprised: a €27.9 million impairment charge in relation to the Group's polysilicon facility at Bitterfeld; a €22.9 million inventory write down; and a €20.9 million write down in relation to onerous contracts with our external suppliers. Once these exceptional items are taken into account, total EBIT loss was €67.5 million for the year.

 

The loss after taxes was €60.9 million, equating to a loss per share of 15.0 euro cents. The Group retained a positive net cash position of €22.6 million at the year end.

 

In view of the current challenging market conditions that continue to be experienced in the first three months of 2012, the Board has decided not to declare a dividend. The Board continues to recognise the importance of dividends to shareholders and the directors will review the potential to reinstate dividends based on the future performance and prospects of the Group.

 

We remain committed to the solar industry and believe that the long term outlook for solar installations remains positive. In the medium-term we expect that market conditions will return to levels that allow companies to operate profitably. In parallel the Group will accelerate its cost reduction programmes, continue its cash conservation strategy, whilst preserving the Group's operational capabilities. The Board will continue to take the decisions necessary to maximise shareholder value.

 

 

Maarten Henderson

Chairman

27 March 2012

Operational review

 

Summary

PV market conditions in 2011 were extremely challenging, with a combination of increasing industry production capacity and high inventory levels leading to pressure on pricing, which grew in intensity as the year progressed.

Our wafer shipment volumes of 384MW in 2011 were marginally above the 378MW achieved in 2010. Although our long term wafer supply contracts provided some protection from the worst of the market pressures, average sales prices (ASPs) fell by 18% and adversely impacted our margins. Fierce price competition resulted in the market pricing falling below our production costs in the second half of the year, and has resulted in inventory write-downs, onerous contract provisions and impairment of assets.

The Group has responded to market oversupply and lower selling prices by adopting a cash conservation strategy. Accordingly, in December 2011 production was suspended at our polysilicon facility in Bitterfeld and production output was significantly reduced at our UK ingot and German wafer operations.

 

Market

Overall global PV installations grew by 70% in 2011 to reach 27.7GW according to the European Photovoltaic Industry Association (EPIA), with Europe continuing to be the major market and accounting for 75% of the installed capacity.

 

PV end-market demand was sluggish in the first half of the year, particularly in the two key markets Germany and Italy. PV installations in Germany, hitherto the largest global market, were only around half the level installed in the same period in 2010. In Italy, uncertainty due to delays in finalising revisions to feed in tariffs ("FIT") froze demand during the first half of the year.

 

In the second half both markets rebounded strongly, stimulated by lower pricing, and showed remarkable growth with Germany installing 3.0GW in December alone to reach a full year total of 7.5GW, slightly above the 2010 level. Italy overtook Germany to become the largest market with installations of 9.0GW in 2011.

 

The turbulent times in the PV industry have created difficulties for many PV companies as market prices for cells and modules also fell below production costs. Spot prices across the value chain remained stable until April 2011 but had fallen by 40% for modules, 69% for wafers and 59% for polysilicon by the year end. The turmoil has taken its toll of PV companies both in Europe and in the USA, with several filing for bankruptcy including SpectraWatt, one of our long term contract customers in a key strategic market.

Operational Review of 2011

In light of the weak pricing environment, in October the Board decided to take action to conserve the Group's cash. Accordingly the Group reduced production output at its UK ingot and German wafer operations and also suspended production temporarily at its polysilicon facility in Bitterfeld, Germany. Regrettably, these actions led to redundancies in the UK, short-time working in Germany and a reduction in temporary workers in both countries. In addition, the Group continued to have discussions with its suppliers in order to reduce costs and will continue to seek further methods of achieving greater efficiencies within the Group's operations.

 

During 2007-2008, Group companies entered into a number of long term agreements with customers to supply wafers at prices which are considerably above today's market levels. In most cases we have been able to reach agreement with our customers to continue supply of contracted volumes, albeit at reduced prices. However the Group has been unable to reach any agreement with two customers who no longer wish to take delivery of wafers and so resolution is being sought under the jurisdiction of the International Court of Arbitration. If these actions are successful, they will result in significant cash settlements in the Group's favour, during the latter part of 2012.

 

While the Group was successful in managing the effect of the difficult market environment during the first half of the year, the more intense pressure during the second half impacted pricing and to a lesser extent volumes. Demand for our products continued to be strong during the first four months of the year and although demand weakened during May and June, shipment volumes for the first half of 2011 totalled 204MW, a 23.6% increase on the 165MW shipped in the same period in 2010. Our average sales price (ASPs) during the first half was approximately 9% below that reported for the full year 2010 but the impact on margins was offset by the accelerated progress in our wafering and internal polysilicon production cost reduction programmes. Our ASPs fell more sharply during the second half as market pressures intensified but shipment volumes of 180MW were only 8.8% down on the first half. This represented a creditable performance in the context of the unprecedented 69% decline in wafer spot market prices which was seen during the year.

 

The Group continues to respond to the global shift in PV manufacturing to Asia. Shipments to customers in Asia exceeded 80% (2010: 75%) with China overtaking Japan to become our largest geographical market. Sales to customers in Taiwan also grew significantly and were up by almost 50% on those in 2010. However, shipments to this region were predominately achieved during the first half as sales were lower during the second half as market conditions and pricing deteriorated sharply.

 

Strategic Developments

The interim Group strategy focuses on cash conservation and retention of capabilities, at the expense of emphasis on growth. We will review this strategy on a regular basis while monitoring market conditions.

 

The Group remains committed to systematically enhancing its position in the PV industry as an independent producer of multicrystalline silicon wafers. By focusing on the wafer and not competing with our customers in cell production, we are able to develop strong relationships with solar cell producers. It is our intention to remain one of the PV industry's cost leaders and to supply quality wafers.

 

The chart below shows how our priorities are being adapted to address the current market conditions.

 

Previous priorities

Current priorities

Continued focus on operating cost reductions

 

·; Operating Bitterfeld polysilicon facility at full capacity;

 

 

 

·; Production efficiencies; and

·; Higher yields.

·; Temporary suspension of production at Bitterfeld;

·; Negotiate improved polysilicon pricing;

·; Other supplier price reductions;

·; Production efficiencies; and

·; Higher yields.

Retaining flexibility of production

·; Diversity in sourcing polysilicon supply; and

·; Diversity in wafer Production.

·; Diversity in sourcing polysilicon supply; and

·; Diversity in wafer production.

Continued focus on major PV companies

·; Enhanced relationships with existing customers; and

·; New customers in the major markets of Taiwan and Korea.

·; Enhanced relationships with existing customers; and

·; New customers to retain operational capabilities.

Focus on further developments of the leading silicon processing technology

·; Working with customers to increase product quality and develop the next generation of wafer technology.

·; Working with customers to increase product quality and develop the next generation of wafer technology.

Cash conservation

·; Temporary reduction in production output;

·; Trading excess polysilicon; and

·; Working capital management.

 

Bitterfeld

Further progress was made at our internal polysilicon production facility in Bitterfeld where improvements in both electricity and SiCl4 consumption per kg Si were achieved. Since operation started in July 2009 production has ramped up steadily and a significant increase in output to 1218MT was achieved during 2011 (823MT:2010). However, output of the plant was restricted to some extent by a bottleneck identified in part of the plant and has led us to reduce the name-plate capacity from 1800MT to 1600MT. The fully loaded production cost remained below the average price of our contracted polysilicon from external suppliers throughout 2011.

The Group's decision to cut back on ingot and wafer production and the associated reduction in internal polysilicon requirements necessitated a temporary suspension of production from December 2011 onwards. After taking this unscheduled shutdown into account, annualised output in 2011 was equivalent to 1330MT per annum or 83% of the current name plate capacity. It should be noted that further investment of €4m on debottlenecking would enable capacity to be expanded to 2000MT. No expenditure is under consideration whilst current market conditions persist.

 

Flexibility in production

The Group maintains its strategic focus on its core technology and undertakes all ingot production in-house but retains flexibility with regard to polysilicon and wafering. The Group has invested in the Bitterfeld facility to produce its own polysilicon but also retains relationships with external polysilicon suppliers and obtains significant quantities of polysilicon from them. Whilst production at Bitterfeld has been temporarily suspended the Group has the flexibility to restart production should market conditions be favourable.

 

The Group wafers its ingots through a combination of its in house wafering facility at Erfurt, Germany and wafering sub-contractors in Japan.

 

Capacity expansion

The expansion of the Group's ingot production capacity is approaching completion and following implementation of productivity improvements, the capacity will reach 750MW during Q2 2012 rather than the originally planned 670MW. The Group had earlier indicated an intention to expand capacity further to reach 1GW by 2013 but this capital expenditure has been postponed until there is a recovery in market conditions.

 

Cash conservation focus in 2012

The Group will continue with its cash conservation strategy while current market conditions persist. Wafer and ingot production volumes will be maintained at reduced levels, consistent with the retention of our operating capabilities, and maintain a strong focus on cost control and inventory management including trading of excess polysilicon. At the same time we will prioritise our own internal cost reduction programmes.

 

The decision to restart production at our polysilicon facility in Bitterfeld will depend on the development of market wafer pricing, the Group's internal polysilicon requirements and on polysilicon pricing.

 

The Group has long term contractual commitments for purchase of polysilicon but has been successful in negotiating improved pricing for deliveries in the first half. Price reductions have also been negotiated with other key suppliers including wafering subcontractors which will enable direct wafer production costs to be reduced significantly (in excess of 20%) during the first half of the year.

Outlook

There continues to be great uncertainty regarding short term market developments and most industry forecasts predict little if any growth in global PV demand in 2012. Increases in installations are expected in China, where the government has recently increased its PV target from 10 to 15GW by 2015 and also in Japan where a feed in tariff will be introduced in July 2012. However, these increases are expected to be offset by reduced demand following policy adjustments in key markets in Europe. Pressure on pricing is expected to continue, resulting in an intensely competitive environment. Accordingly we will accelerate our cost reduction and efficiency programmes.

 

With the difficult trading conditions expected to persist throughout 2012, the Group's cash conservation measures are expected to continue. Production output is currently running at around 40% of average 2011 levels. Shipments to customers have been reduced accordingly and are expected to be in the range 80-100MW in the first half. ASPs are expected to be considerably above spot price levels.

 

The Group is trading excess polysilicon in order to optimise inventory levels. The success of the strong focus on working capital management is demonstrated by the improvement of our net cash balance, which at the end of February 2012 was markedly higher than at the end of 2011.

 

 

Dr Iain Dorrity

Chief Executive Officer

27 March 2012

Financial review

 

In 2011 Group revenue decreased by 16.7% to €210.4 million (2010: €252.6 million) although total wafer shipments were marginally higher than in 2010 at 384MW (2010: 378MW). The decline was mainly due to the 18% fall in ASPs during the year. This impact was more significant in the second half of 2011 when ASPs were 29% lower than in the first half.

 

During the year the Group generated EBIT (before exceptional items) of €4.1 million (2010: €33.3 million). Actual EBIT (including exceptional items) was a loss of €67.5 million (2010: profit €33.3 million). This reduction in underlying profitability was driven primarily by the severe decline in average selling prices during the second half of 2011. In addition, the relatively strong Japanese Yen had a negative impact on Group EBIT due to higher raw material and subcontracting costs in Japan.

 

Net interest income of €0.5 million (2010: €0.4 million) was almost the same as that in the previous year due to continuing low global interest rates. The Group's net cash position at year end was €22.6 million (2010: €54.8 million). In the first half the main impact on cash was the completion of the planned capital expenditure programme and a balancing advance payment to an external supplier of polysilicon. During the second half the cash position was impacted by the effect of the poor trading environment on inventory levels and to a lesser extent, the pressure on margins.

 

Earnings after tax were a loss of €60.9 million (2010: profit of €23.3 million) producing earnings per share at a loss of €0.15 (2010: profit of €0.06).

 

These financial results generated net cash inflows from operating activities of €1.6 million (2010: inflows of €11.3 million) and free cash outflow of €20.0 million (2010: outflow of €6.3 million). Free cash flow is defined using the cash flow statement as net cash from operating activities plus cash from/(used in) investing activities less interest received. The net operating cash flow was impacted by the absorption of €6.8 million into working capital (2010: €23.5 million). Poor sales at the end of the year led to cash being absorbed into higher inventories, although non cash write-downs of closing inventory led to closing inventory levels being slightly lower than at the previous year end. This was offset to some extent by a reduction in debtors due to lower sales in Q4 2011 and improved payment terms, resulting from the change in the geographical mix of customers.

 

The Group's capital expenditure in the year of €21.9 million (2010: €19.9 million) was offset by grants received of €1.1 million (2010: €3.3 million), giving a net cash outflow of €20.8 million compared against 2010 when the net cash outflow was €16.5 million. Investment grants received were all in respect of the German operations as capital expenditure in the United Kingdom does not qualify for such grants.

 

There was a small increase in Japanese Yen loans of a net €0.3 million (2010: €11.1million). These loans were utilised as a hedge against movements in the Japanese yen and its effect on assets held in that currency. Dividends totalling €8.1 million were paid in respect of the 2010 profit in June 2011 (2010: €12.1 million).

 

The Group's directors have put in place a cash conservation strategy to enable the Group to manage its operations whilst market conditions remain difficult. The following passage sets out the rationale behind this strategy and why the Board believes it will enable the Group to sustain adequate cash resources for the foreseeable future.

Going concern

A description of the market conditions, the reduction in spot prices of wafers during 2011 and the Group's actions to conserve cash are included in the Operational Review.

 

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 assumptions around contracted sales volumes and prices and contracted purchase volumes and prices are based on management's expectations and are consistent with the Group's experience in the first part of 2012.

There are several long-term wafer supply contracts for unexpired periods of up to three years and accordingly the Group is able to sell wafers at prices that are above current market spot prices despite the difficult market environment. Wafer sales to customers without long term contracts are assumed in the longer term plans at values close to spot prices. In addition the Group is negotiating compensation for the termination of certain wafer supply contracts and these are expected to generate a significant cash inflow within the next twelve months.

Likewise, the Group has long-term contracts with suppliers of our main raw material polysilicon for unexpired periods of between two and four years. Polysilicon used in the Group's wafer production comes from two external suppliers and from the Group's plant at Bitterfeld. The Group's management has been successful in working with these suppliers to secure periodic contract amendments through a combination of adjusted prices and volumes. As a result, these amendments have brought the terms more in-line with current market pricing. To manage inventory levels the Group will sell excess polysilicon and has been successful in this respect during the first quarter of 2012.

The nature of the Group's operation means that it can vary production levels to match market requirements. As part of the cash conservation measures and the associated planning assumptions, production output has been reduced to match expected demand. At the same time production capacity has been retained. In line with the Group's strategy of retaining flexibility in production levels, production can be brought back on stream when market conditions allow. Employment costs have been reduced following the reduction in contract labour, redundancies in the UK and government supported short-time working in Germany. The Group expects to reduce other costs through negotiation with suppliers and by achieving greater efficiencies within the Group's operations.

As a result of these modeling assumptions the base plans indicate that the Group will be able to operate within its net cash reserves for the foreseeable future.

On 31 December 2011 there was a net cash balance of €22.6 million, comprising cash or cash equivalents of €71.6 million and short-term loans of €49.0 million. The borrowings are in Japanese Yen and are subject to certain covenants on the Japanese subsidiary company (including interest cover, profitability, restrictions on Group dividends and debtor cover). The Group's plans are based upon remaining within its net cash balance and are not dependent upon these short-term borrowings.

Therefore, whilst any consideration of future matters involves making a judgement at a particular point in time about future events that are inherently uncertain, the Directors, after careful consideration and after making appropriate enquiries, are of the opinion that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. Thus the Group continues to adopt the going concern basis of accounting in preparing the annual financial statements.

Impairment

The Board has assessed the carrying values of the Group's property, plant and equipment for impairment as at 31 December 2011. As a result of this assessment, an impairment charge has been recognised to reduce the carrying values of plant by €27.9 million. The impairment charge has been recognised in the income statement. As an impairment of fixed assets it had no impact on the Group's cash flow.

On 31 December 2011 the Group had invested €100 million in its polysilicon plant at Bitterfeld and had received grants of €23 million. The current difficulties in the photovoltaic industry dictated that an impairment test should be carried out to determined whether the plant should be impaired. The recoverable value of Bitterfeld plant is estimated to amount to €47.9 million, based on an estimate of its value in use. This has been derived from a forecast of potential cash flowsfrom the plant. These cash flows were discounted at a post tax cost of capital of 9.67%, which was determined by calculating the Group's cost of capital using the CAPM (capital asset pricing model). The resultant (discounted cash flow) analysis determined the net present value of the plant. The potential future cash flows have been estimated on the assumption that the plant is brought into production in the second half of 2012 and produces at full capacity thereafter. This analysis assumes that sales of polysilicon are at prices based on managements' expectations backed up by the forecast from an external consultant that has a high level of experience of the photovoltaic industry. Plant running costs were obtained from the Group's internal planning system.

The level of impairment of the assets of our plant is predominantly dependent upon judgements used in arriving at future market prices, plant maintenance costs, future growth rates, the discount rate applied to cash flow projections and successfully operating the plant at Bitterfeld. The estimates and judgement used in the aforementioned assessment represents management's best estimate based on current experience and information available, which may be different from the actual results in the future due to changes in the Group's business and the external environment. Any significant changes in the market price of polysilicon, $/€ exchange rate, or plant maintenance costs might lead to further impairment of some or all of the capitalised assets.

The sensitivity of the valuation to these parameters is as follows:

·; 5% increase/decrease in the sales price forecast decreases/increases the impairment by €14 million

·; 5% reduction/increase in the direct cost of production forecast decreases/increases the impairment by €9 million

·; 1% change in the cost of capital changes the impairment by €6 million

 

Other exceptional items

The exceptional items in the year are set out in note 35 to the accounts. In addition to the above mentioned impairment of €27.9 million, the Group wrote down its inventories by €22.9 million and made onerous contract charge and provisions of €20.9 million. The inventory write down was made to adjust inventory carrying values to realisable value. The onerous contract provision was made in respect of contracts with external suppliers of raw materials. These contracts run for the unexpired period of between two and four years. The provision relates to future losses that are likely to be made if the Group processes or sells the material committed to under the contracts, although adjustments have been made to purchase prices according to the Directors' estimates of how contract prices are likely to be renegotiated.

 

 

Dr Peter Finnegan

Chief Financial Officer

27 March 2012

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2011

 

2011

2011

2011

2010

 

 

 

Notes

Before

Exceptional

Items

 

€'000

Exceptional

Items

 

(Note35)

€'000

Total

 

 

 

€'000

Total

 

 

 

€'000

Revenues

8

210,400

-

210,400

252,559

Other income

2

5,605

-

5,605

3,459

Cost of material and services

Cost of material

3

(149,415)

(43,735)

(193,150)

(162,272)

Cost of services

3

(18,699)

-

(18,699)

(20,479)

Personnel expenses

Wages and salaries

4

(14,805)

-

(14,805)

(13,660)

Social security costs

4

(2,295)

-

(2,295)

(2,090)

Pension costs

4

(527)

-

(527)

(476)

Employee share schemes

4

(238)

-

(238)

(1,047)

Depreciation and impairment of property, plant and equipment and intangible assets

(16,107)

(27,874)

(43,981)

(13,096)

Other expenses

5

(11,284)

-

(11,284)

(8,373)

Currency gains and losses

30

1,438

-

1,438

(1,176)

Earnings before interest and taxes (EBIT)

4,073

(71,609)

(67,536)

33,349

Interest income

6

855

-

855

1,061

Interest expense

6

(404)

-

(404)

(684)

Earnings before taxes (EBT)

4,524

(71,609)

(67,085)

33,726

Income taxes

7

(13,598)

19,790

6,192

(10,462)

Loss attributable to equity holders of the parent

(9,074)

(51,819)

(60,893)

23,264

Other comprehensive income

Exchange differences on translating foreign operations

30

5,206

-

5,206

12,551

Total comprehensive income

Attributable to equity holders of the parent

(3,868)

(51,819)

(55,687)

35,815

Basic and diluted (loss)/earnings in Euro cents

9

(15.0)

5.7

All of the activities of the Group are classed as continuing.

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

Consolidated Balance Sheet

As at 31 December 2011

 

2011

2010

Notes

€'000

€'000

Intangible assets

15

508

668

Property, plant and equipment

16

107,914

129,509

Pension surplus

27

157

-

Other longterm assets

17

32,797

36,757

Deferred tax asset

18

19,320

12,080

Total noncurrent assets

160,696

179,014

Cash and cash equivalents

10

71,664

101,300

Trade accounts receivable

11

32,319

55,807

Inventories

12

48,497

50,813

Prepaid expenses and other assets

13

29,620

24,929

Current tax assets

14

9,815

-

Total current assets

191,915

232,849

Total assets

352,611

411,863

Loans payable

19

49,046

46,462

Trade accounts payable

20

8,803

23,129

Deferred revenue

26

10,082

10,084

Accrued expenses

21

6,589

4,837

Provisions

22

7,973

315

Deferred grants and subsidies

23

2,831

2,867

Income tax payable

24

399

6,764

Other current liabilities

25

753

900

Total current liabilities

86,476

95,358

Deferred revenue

26

8,039

10,562

Accrued expenses

21

131

98

Pension benefit obligation

27

-

62

Deferred grants and subsidies

23

22,426

24,156

Deferred tax liability

18

8,183

825

Provisions

22

10,122

-

Other longterm liabilities

43

42

Total noncurrent liabilities

48,944

35,745

Share capital

28

12,332

12,332

Share premium

75,607

75,607

Shares held by the EBT

(8,640)

(8,640)

Sharebased payment reserve

500

262

Reverse acquisition reserve

(3,601)

(3,601)

Retained earnings

158,094

227,107

Currency translation adjustment

(17,101)

(22,307)

Total shareholders' equity

217,191

280,760

Total liabilities and shareholders' equity

352,611

411,863

The accompanying notes form an integral part of these statements.

Approved and authorised for issue by the Board of Directors and signed on its behalf by:

 

 

Dr Peter Finnegan

Chief Financial Officer

Company number

06019466

27th March 2012

Consolidated statement of changes in Equity

for the year ended 31 December 2011

 

Shares

held

Sharebased

Reverse

Currency

Share

Share

by the

payment

acquisition

Retained

translation

Total

capital

premium

EBT

reserve

reserve

profit

adjustment

equity

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

As at 1 January 2010

12,332

75,607

(5,642)

2,021

(3,601)

214,301

(34,858)

260,160

Dividends paid in the year

-

-

-

-

-

(12,139)

-

(12,139)

Share‑based payment charge

-

-

-

(1,759)

-

-

-

(1,759)

Gain on sale of shares by the EBT

-

-

(2,998)

-

-

1,681

-

(1,317)

Transactions with owners

-

-

(2,998)

(1,759)

-

(10,458)

-

(15,215)

Profit for the the year

-

-

-

-

-

23,264

-

23,264

Currency translation adjustment

-

-

-

-

-

-

12,551

12,551

Total comprehensive income

-

-

-

-

-

23,264

12,551

35,815

As at 31 December 2010

12,332

75,607

(8,640)

262

(3,601)

227,107

(22,307)

280,760

As at 1 January 2011

12,332

75,607

(8,640)

262

(3,601)

227,107

(22,307)

280,760

Dividends paid in the year

-

-

-

-

-

(8,120)

-

(8,120)

Sharebased payment charge

-

-

-

238

-

-

-

238

Transactions with owners

-

-

-

238

-

(8,120)

-

(7,882)

Profit for the the year

-

--

-

-

-

(60,893)

-

(60,893)

Currency translation adjustment

-

-

-

-

-

-

5,206

5,206

Total comprehensive income

(60,893)

5,206

(55,687)

As at 31 December 2011

12,332

75,607

(8,640)

500

(3,601)

158,094

(17,101)

217,191

Consolidated Cashflow Statement

for the year ended 31 December 2011

 

2011

2010

€'000

€'000

Earnings before taxes

(67,085)

33,726

Adjustments for:

Net Interest Income

(451)

(377)

Depreciation and amortisation

16,107

13,096

Impairment charge

27,874

-

Inventory writedown

22,866

-

Charge for retirement benefit obligation and share based payments

19

(129)

Charge for provisions

17,019

849

Loss from the disposal of property, plant and equipment and intangibles

249

60

Unrealised losses / (gains) in foreign currency exchange

2,784

(2,938)

Change in deferred income

(2,862)

(2,755)

16,520

41,532

Changes in working capital

Increase in inventories

(19,117)

(12,633)

Decrease in accounts receivables

26,734

6,349

(Decrease)/increase in accounts payables and advance payments

(15,197)

4,863

Decrease/(increase) in other assets

976

(21,846)

Decrease in other liabilities

(151)

(260)

9,765

18,005

Income taxes paid

(9,063)

(7,762)

Interest received

855

1,061

Net cash from operating activities

1,557

11,304

Cash flow from investing activities

Proceeds from sale of property, plant and equipment

60

24

Proceeds from investment grants and subsidies

1,097

3,304

Payments to acquire property, plant and equipment

(21,867)

(19,871)

Net cash used in investing activities

(20,710)

(16,543)

Cash flow from financing activities

(Repayment)/receipt of bank and other borrowings

(317)

11,141

Dividends paid

(8,120)

(12,139)

Interest paid

(404)

(684)

Losses in foreign currency exchange

(2,784)

-

Shares acquired by EBT

-

(4,266)

Net cash used in financing activities

(11,625)

(5,948)

Net change in cash and cash equivalents available

(30,778)

(11,184)

Effects of foreign exchange rate changes on cash and cash equivalents

1,142

12,083

Cash and cash equivalents at beginning of the year

101,300

100,404

Cash and cash equivalents at end of the year

71,664

101,300

 

Notes to the Company Financial Statements

for the year ended 31 December 2011

 

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

 

1. Group accounting policies

 

Basis of preparation

The Consolidated Financial Statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The financial information has also been prepared under the historical cost convention except that it has been modified to include certain financial assets and liabilities (including derivatives) at their fair value through the Consolidated Statement of Comprehensive Income.

PV Crystalox Solar PLC is incorporated and domiciled in the United Kingdom.

The company is listed on the London Stock Exchange.

The financial statements for the year ended 31 December 2011 were approved by the Board of Directors on 27 March 2012.

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.

 

Foreign currency translation 

 

Transactions in foreign currencies are translated into the functional currency of the respective entity at the foreign exchange rate ruling at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities that are stated at fair value are translated to the functional currency at foreign exchange rates ruling at the date the fair value was determined. Exchange gains and losses on monetary items are taken to EBIT.

 

The assets and liabilities of foreign operations are translated to Euros at foreign exchange rates ruling at the balance sheet date. The income and expenses of foreign operations are translated into Euros at the average foreign exchange rates of the year that the transactions occurred in. In the Consolidated Financial Statements exchange rate differences arising on consolidation of the net investments in subsidiaries are recognised in other comprehensive income under "Currency translation adjustment".

Use of estimates and judgements - overview

The preparation of financial statements in conformity with adopted IFRS requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income, expenses and contingent liabilities. Estimates and assumptions mainly relate to the useful life of noncurrent assets, the discounted cash flows used in impairment testing, the establishing of provisions for onerous contracts, litigation, pensions and other benefits, taxes and inventory valuations. Estimates are based on historical experience and other assumptions that are considered reasonable under the circumstances. Actual values may vary from the estimates. The estimates and the assumptions are under continuous review with particular attention paid to the life of material plant.

Critical accounting and valuation policies and methods are those that are both most important to the depiction of the Group's financial position, results of operations and cash flows and that require the application of subjective and complex judgements, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent years. The critical accounting policies that we disclose will not necessarily result in material changes to our financial statements in any given year but rather contain a potential for material change. The main accounting and valuation policies used by the Group are outlined in the following notes. While not all of the significant accounting policies require subjective or complex judgements, the Group considers that the following accounting policies should be considered critical accounting policies.

Use of estimates - property, plant and equipment impairment

Property, plant and equipment are depreciated over their estimated useful lives. The estimated useful lives are based on estimates of the period during which the assets will generate revenue. The carrying amount of the Group's assets, other than inventories and deferred tax assets, are subject to regular impairment testing and are reviewed annually and upon indication of impairment. Having considered the impairment indicators relating to the assets of PV Crystalox Solar Silicon GmbH, a detailed review has been performed.

Managements expectations of the future cash flows of the currently closed plant showed that carrying value was in excess of net realisable amount. Consequently, included in the statement of comprehensive income for this year is an impairment charge of €27.9 million (2010: €nil).The most important variable is the assumed future market price of polysilicon. Other variables are: production/sales volumes, variable direct production cost per kg, personnel costs, other overhead cost, cash taxes, incremental working capital investment and replacement fixed capital investment

Although we believe that our estimates of the relevant expected useful lives, our assumptions concerning the business environment and developments in our industry and our estimations of the discounted future cash flows, are appropriate, changes in assumptions or circumstances could require changes in the analysis. This could lead to additional impairment charges or allowances in the future or to valuation write backs should the expected trends reverse.

Use of estimates - deferred taxes

To compute provisions for taxes, estimates have to be applied. These estimates involve assessing the probability that deferred tax assets resulting from deductible temporary differences and tax losses can be utilised to offset taxable income in the future.

Deferred tax assets at 31 December 2011 totalled €19.32 million (2010: €12.08 million) (see note 18).

Use of estimates - provisions - onerous contract provisions

In keeping with normal practice in the industry at the time, the Group entered into long term supply contracts for its raw material, polysilicon, with two major suppliers. Given the recent significant unexpected decline in market prices for polysilicon and silicon wafers, the resultant cost of polysilicon under these contracts means the Group is expecting losses on these contracts.

Consequently the financial statements include a provision of €17.9m (2010 €NIL) for the discounted total of currently anticipated losses under these contracts.

Any further renegotiation of these contracts or improvement in market pricing would reduce this provided for loss.

Use of estimates - sharebased payments

Share options granted to employees and share-based arrangements are valued at the date of grant or award using an appropriate option pricing model and are charged to operating profit over the performance or vesting period of the scheme. The annual charge is modified to take account of shares forfeited by employees who leave during the performance or vesting period and, in the case of non-market related performance conditions, where it becomes unlikely the options will vest.

The fair value of shares and share options granted are calculated using an appropriate option pricing model, eg. the BlackScholes model. Such models require the input of highly subjective assumptions, including volatility of share price.

Details of the inputs and how they were derived are included in note 29.

 

Use of estimates - inventory valuation

Given the recent significant unexpected decline in market prices for polysilicon and silicon wafers, the carrying amount of inventory has been reduced to net realisable value.

Net realisable value has been determined as estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Any improvement in anticipated selling prices would reduce the level of writedown necessary and would be taken as profit in 2012.

Basis of consolidation

The Group financial statements consolidate those of the Group and its subsidiary undertakings drawn up to 31 December 2011. 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. Unrealised gains and losses on intra-group transactions are eliminated fully on consolidation.

Consolidation is conducted by eliminating the investment in the subsidiary with the parent's share of the net equity of the subsidiary.

The Group owns 100% of the voting rights in PV Crystalox Solar Kabushiki Kaisha. Non-controlling interests in equity of €43,400 are related to nonredeemable preferred stock, subject to a guaranteed annual dividend payment of €2,000. As the fair value of the resulting dividend liabilities reduces the equity portion to marginal amounts, all minority interest has been reclassified as liabilities.

On acquisition of a subsidiary, all of the subsidiary's separately identifiable assets and liabilities existing at the date of acquisition are recorded at their fair value reflecting their condition at that date. Goodwill arises where the fair value of the consideration given for a business exceeds the fair value of such net assets. So far no acquisitions have taken place since inception of the Group.

Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. All intra-group transactions, balances, income and expenses are eliminated upon consolidation.

 

Going concern

 

A description of the market conditions, the reduction in spot prices of wafers during 2011 and the Group's actions to conserve cash are included in the Operational Review.

 

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 assumptions around contracted sales volumes and prices and contracted purchase volumes and prices are based on management's expectations and are consistent with the Group's experience in the first part of 2012.

There are several long-term wafer supply contracts for unexpired periods of up to three years and accordingly the Group is able to sell wafers at prices that are above current market spot prices despite the difficult market environment. Wafer sales to customers without long term contracts are assumed in the longer term plans at values close to spot prices. In addition the Group is negotiating compensation for the termination of certain wafer supply contracts and these are expected to generate a significant cash inflow within the next twelve months.

Likewise, the Group has long-term contracts with suppliers of our main raw material polysilicon for unexpired periods of between two and four years. Polysilicon used in the Group's wafer production comes from two external suppliers and from the Group's plant at Bitterfeld. The Group's management has been successful in working with these suppliers to secure periodic contract amendments through a combination of adjusted prices and adjusted volumes. As a result, these amendments have brought the terms more in-line with current market pricing. To manage inventory levels the Group will sell excess polysilicon and has been successful in this respect during the first quarter of 2012.

The nature of the Group's operation means that it can vary production levels to match market requirements. As part of the cash conservation measures and the associated planning assumptions, production output has been reduced to match expected demand. At the same time production capacity has been retained. In line with the Group's strategy of retaining flexibility in production levels, production can be brought back on stream when market conditions allow. Employment costs have been reduced following the reduction in contract labour, redundancies in the UK and government supported short-time working in Germany. The Group expects to reduce other costs through negotiation with suppliers and by achieving greater efficiencies within the Group's operations.

As a result of these modeling assumptions the base plans indicate that the Group will be able to operate within its net cash reserves for the foreseeable future.

On 31 December 2011 there was a net cash balance of €22.6 million, comprising cash or cash equivalents of €71.6 million and short-term loans of €49.0 million. The borrowings are in Japanese Yen and are subject to certain covenants on the Japanese subsidiary company (including interest cover, profitability, restrictions on Group dividends and debtor cover). The Group's plans are based upon remaining within its net cash balance and are not dependent upon these short-term borrowings.

Therefore, whilst any consideration of future matters involves making a judgement at a particular point in time about future events that are inherently uncertain, the Directors, after careful consideration and after making appropriate enquiries, are of the opinion that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. Thus the Group continues to adopt the going concern basis of accounting in preparing the annual financial statements.

 

Effects of new accounting pronouncements

Accounting standards in effect or applied for the first time in 2011

·; IAS24 (revised) Related party disclosures (effective for accounting periods starting on or after 1 January 2011). This revised standard clarifies the definition of a related party.

·; Amendments to IAS32 (Financial instruments: Presentation) deals with accounting for rights issues.

·; Amendments to IFRS1 ' First time adoption' on financial instruments disclosures (effective for accounting periods starting on or after 1 January 2010). This amendment provides first time adopters with the same transition provisions regarding comparative information for the new three-level classification disclosures.

·; Annual improvements to IFRSs 2010 (effective for accounting periods starting on or after 1 January 2011) . This set of amendments includes changes to six standards and one IFRIC.

·; IFRS1 - First time adoption

·; IFRS3 - Business combinations

·; IFRS7 - Financial Instruments, Disclosure

·; IAS1 - Presentation of financial statements

·; IAS27 - Separate financial statements

·; IAS34 - Interim financial reporting

·; IFRIC13 - Customer loyalty programmes

·; IFRIC19 'Extinguishing financial liabilities with equity investments' (effective for accounting periods starting on or after 1 July 2010) clarifies the accounting when an entity renegotiates the terms of its debt.

·; Amendment to IFRIC14 'Prepayment of minimum funding requirement' (effective for accounting periods starting on or after 1 January 2011). Applies only to entities required to make minimum funding to defined benefit pension plans.

All of the above are expected to make no material difference to the financial statements.

 

Effects of new accounting pronouncements continued

In issue, but not yet effective

The following interpretations are in issue, but not yet effective. The Group does not believe that any will have a material impact on the Group's financial positions, results of operations or cash flows.

·; Amendments to IFRS7 'Financial instruments: Disclosures (effective for accounting periods starting on or after 1 July 2011).

·; Amendments to IFRS1 'First time adoption' (effective for accounting periods starting on or after 1 July 2011)

·; Amendment to IAS12 'Income taxes on deferred tax' (effective for accounting periods starting on or after 1 January 2012)

·; Amendment to IAS19 'Employee Benefit' (effective for accounting periods starting on or after 1 July 2012)

·; Amendment to IAS1 'Financial statement Presentation' (effective for accounting periods starting on or after 1 July 2012)

·; IFRS9 'Financial Instruments' classification and measurement (effective for accounting periods starting on or after 1 January 2015)

·; IFRS10 'Consolidated financial statements' (effective for accounting periods starting on or after 1 January 2013)

·; IFRS11 'Joint Arrangements' (effective for accounting periods starting on or after 1 January 2013)

·; IFRS12 'Disclosure of interest in other entities' (effective for accounting periods starting on or after 1 January 2013)

·; IFRS13 'Fair Value Measurement' (effective for accounting periods starting on or after 1 January 2013)

·; IAS27 (revised 2011) 'Separate financial statements' (effective for accounting periods starting on or after 1 January 2013)

·; IAS28 (revised 2011) 'Associates and joint ventures' (effective for accounting periods starting on or after 1 January 2013)

 

Intangible assets

Intangible assets are capitalised at cost and amortised over their useful life. Amortisation of intangible assets is recorded under 'Depreciation and impairment of property plant and equipment & intangible assets' in the Consolidated Statement of Comprehensive Income.

Acquired computer software licences and patents are capitalised on the basis of the costs incurred to purchase and bring into use the software.

The capitalised costs are written down using the straightline method over the expected economic life of the patents and licenses (five years) or the software under development (three to five years).

Internally generated intangible assets - research and development expenditure

Expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised in the Consolidated Statement of Comprehensive Income.

Internal development expenditure is charged to the Consolidated Statement of Comprehensive Income in the year in which it is incurred unless it meets the recognition criteria of IAS 38 (Intangible Assets). Technical and other uncertainties generally have the effect that such criteria are not met. However, expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products or processes, is capitalised if the product or process is technically and commercially feasible and the Group has sufficient resources to complete development. The expenditure capitalised includes the cost of services and materials, direct labour and an appropriate proportion of overheads. Otherwise, development expenditure is recognised in the Consolidated Statement of Comprehensive Income as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses.

Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefit of the specific asset to which it relates. All other expenditure is expensed as it occurs.

Only patents have been capitalised as development costs to date, as the future utilisation of other developments is not sufficiently determinable or certain.

Property, plant and equipment

Property, plant and equipment is stated at acquisition or construction cost, net of depreciation and provision for impairment. No depreciation is charged during the period of construction. The cost of own work capitalised is comprised of direct costs of material and manufacturing and directly attributable costs of manufacturing overheads. All allowable costs up until the point at which the asset is physically able to operate as intended by management are capitalised. The capitalised costs are written down using the straightline method.

The Group's policy is to write off the difference between the cost of property, plant and equipment and its residual value systematically over its estimated useful life. Reviews of the estimated remaining lives and residual values of individual productive assets are made annually, taking commercial and technological obsolescence as well as normal wear and tear into account.

The total useful lives range from approximately 25 to 33 years for buildings, 5 to10 years for plant and machinery, up to 15 years for other furniture and equipment. No depreciation is provided on freehold land. Property, plant and equipment are reviewed for impairment at each balance sheet date or upon indication that the carrying value may not be recoverable.

The gain or loss arising on disposal of an asset is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognised in the Consolidated Statement of Comprehensive Income.

 

Impairment

The carrying amount of the Group's assets, other than inventories and deferred tax assets, is subject to impairment testing upon indication of impairment.

If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs of disposal and value in use based on an internal discounted cash flow evaluation.

Leased assets

Leases are categorised as per the requirements of IAS17. Where risks and rewards are transferred to the lessee, the lease is classified as a finance lease. All other leases are classed as operating leases.

Rentals under operating leases are charged to the Consolidated Statement of Comprehensive Income

on a straight-line basis over the lease term. Lease incentives are spread over the total period of the lease.

The obligations from operating lease contracts are disclosed among financial obligations.

For the reporting year, no assets were recorded under finance leases.

Financial instruments

Financial assets and financial liabilities are recognised on the Group's Balance Sheet when the Group becomes a party to the contractual provisions of the instrument.

Financial instruments are recorded initially at fair value net of transaction costs if changes in value are not charged directly to the Consolidated Statement of Comprehensive Income. Subsequent measurement depends on the designation of the instrument, as follows:

Amortised cost

·; fixed deposits, generally funds held with banks and shortterm borrowings and overdrafts are classified as receivables and loans and held at amortised cost;

·; longterm loans are held at amortised cost; and

·; accounts payable which are not interest bearing are recognised initially at fair value and thereafter at amortised cost under the effective interest method.

Held for trading

·; derivatives, if any, comprising interest rate swaps and foreign exchange contracts, are classified as held for trading. They are included at fair value, upon the valuation of the local bank.

Loans and receivables

·; noninterest bearing accounts receivable are initially recorded at fair value and subsequently valued at amortised cost, less provisions for impairment. Any change in their value through impairment or reversal of impairment is recognised in profit or loss; and

·; cash and cash equivalents comprise cash balances and call deposits with maturities of less than three months together with other shortterm highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Interest and other income resulting from financial assets are recognised in profit or loss when receivable, regardless of how the related carrying amount of the financial assets is measured.

Inventories

Inventories are stated at the lower of cost or net realisable value.

Acquisition costs for raw materials are usually determined by the weighted average method.

For finished goods and work in progress, cost of production includes directly attributable costs for material and manufacturing and an attributable proportion of manufacturing overhead expenses (including depreciation) based on normal levels of activity. Selling expenses and other overhead expenses are excluded. Interest is expensed as incurred and therefore not included. Net realisable value is determined as estimated selling price for silicon wafers or polysilicon less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Contingent liabilities

Provisions are made for legal disputes where there is an obligation at the balance sheet date, an adverse outcome is probable and associated costs can be estimated reliably. Where no obligation is present at the balance sheet date no provision is made, although, where material, the contingent liability will be disclosed in a note.

Current and deferred taxes

Current tax is the tax currently payable based on taxable profit for the year, including any under or over provisions from prior years.

Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit.

Deferred tax on temporary differences associated with shares in subsidiaries is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.

Deferred tax liabilities are provided in full. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Consolidated Statement of Comprehensive Income, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

Public grants and subsidies

As the German operations are located in a region designated for economic development, the Group receives both investment subsidies and investment grants. Government grants and subsidies relating to capital expenditure are credited to the "Deferred income" account and are released to the Consolidated Statement of Comprehensive Income by equal annual instalments over the expected useful lives of the relevant assets under 'Other income'.

Government grants of a revenue nature, mainly for research and development purposes, are credited to the Consolidated Statement of Comprehensive Income in the same year as the related expenditure.

All required conditions of these grants have been met and it is the Group's intention they will continue to be met.

Provisions

Provisions are formed where a third party obligation exists, which will lead to a probable future outflow of resources and where this outflow can be reliably estimated. Provisions are measured at the best estimate of the expenditure required to settle the obligation.

Accruals

Accruals are recognised when an obligation to meet an outflow of economic benefit in the future arises at the balance sheet date.

Accruals are initially recognised at fair value and subsequently at amortised cost using the effective interest method.

Revenue recognition

Revenue is recognised when the significant risks and rewards of ownership have been transferred to the customer. Ownership is considered to have transferred once products have been received by the customer unless shipping terms dictate any different. Revenues exclude intragroup sales and value added taxes and represent net invoice value less estimated rebates, returns and settlement discounts. The net invoice value is measured by reference to the fair value of consideration received or receivable by the Group for goods supplied.

The Group has outsourced some elements of production to external companies. In cases in which the Group retains power of disposal over the product or product element, a sale is only recognised under IFRS when the final product is sold. The final product is deemed to have been sold when the risks and rewards of ownership have been transferred to a third party.

Interest income and expenses

Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, interest receivable on funds invested and dividend income and gains.

Interest income is recognised in the Consolidated statement of Comprehensive Income as it accrues, using the effective interest method.

Employee benefits

The Group operates a number of pension schemes. The schemes are funded through payments to insurance companies. The Group has both defined benefit and defined contribution plans.

Exceptional items

Excpetional items are those items that in the Directors' view are required to be separately disclosed by virtue of their size or incidence to enable a full understanding of the Group's financial performance.

Defined benefit pension plan

A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability recognised in the Balance Sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of Government bonds at the balance sheet date with a ten year maturity, adjusted for additional term to maturity of the related pension liability.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited directly to the Consolidated Statement of Comprehensive Income in the period in which they arise.

Past service costs are recognised immediately in profit or loss, unless the changes to the pension plan are conditional to the employees remaining in service for a specified period of time (the vesting period). In this case, the past service costs are amortised on a straightline basis over the vesting period.

Defined contribution plan

For defined contribution plans, the Group pays contributions to pension insurance plans on a contractual basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expenses when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Employee benefit trust

All assets and liabilities of the Employee Benefit Trust (EBT) have been consolidated in these financial statements as the Group has de facto control over the trust's net assets as the parent of its sponsoring company.

Deferred revenue and other longterm assets

As is common practice within the sector, the Group, where appropriate, both seeks to receive deposits from customers in advance of shipment and makes deposits in advance of supplies of silicon tetrachloride and polysilicon feedstock.

These deposits are held on the Balance Sheet and matched against revenue/cost as appropriate.

Deposits received from customers are not discounted, as the effect is not considered to be material.

Sharebased payments

The Group has applied the requirements of IFRS 2 (Sharebased Payments). The Group issues equitysettled sharebased payments to certain employees. These are measured at their fair value at the date of the grant using an appropriate option pricing model and are expensed over the vesting the year, based on the Group's estimate of the number of shares that will eventually vest. Grants of shares made during 2008 and 2007 are not subject to performance criteria and were valued at the date of the grant at market value. During 2009 the Group granted share options to employees. During 2011 awards were granted under the Performance Share Plan to employees. The share options granted are subject to performance criteria required for the option to vest and are considered in the method of measuring fair value.

Charges made to the Consolidated Statement of Comprehensive Income in respect of sharebased payments are credited to the sharebased payment reserve.

Shareholders' equity

Shareholders' equity is comprised of the following balances:

·; share capital is comprised of 416,725,335 ordinary shares of 2 pence each, see note 28;

·; share premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of share issue;

·; investment in own shares is the Group's shares held by the EBT that are held in Trust for the benefit of employees;

·; sharebased payment reserve is the amount charged to the Consolidated Statement of Comprehensive Income in respect of shares already granted or options outstanding relative to the vesting date or option exercise date;

·; reverse acquisition reserve is the difference between the value of the assets acquired and the consideration paid by way of a share for share exchange on 5 January 2007;

·; retained earnings is the cumulative profit retained by the Group; and

·; currency translation adjustment represents the differences arising from the currency translation of the net assets in subsidiaries.

 

2. Other income

2011

2010

€'000

€'000

Recognition of accrued grants and subsidies for investments

2,862

2,755

Customer deposit realised as income on cancellation of contract

951

-

Research and development grants

666

211

Sale of non silicon product

457

-

Refunds

200

9

Insurance claims

94

8

Miscellaneous

375

476

5,605

3,459

 

3. Cost of material and services

The cost of materials is attributable to the consumption of silicon, ingots, wafers, chemicals and other consumables as well as the purchase of merchandise.

2011

2010

€'000

€'000

Cost of raw materials, supplies and purchased merchandise

202,879

167,081

Change in finished goods and work in progress

1,770

(2,807)

Own work capitalized

(11,499)

(2,002)

Cost of materials after exceptional items

193,150

162,272

 

Exceptional items, included in Cost of material and services

 

 

Inventory write down

22,866

-

Onerous contract charge and provision

20,869

-

Cost of materials

43,735

-

 

2011

2010

€'000

€'000

Cost of purchased services

18,699

20,479

Cost of services

18,699

20,479

Own work capitalised relates to the construction of production equipment including in particular crystallisation systems.

 

 

4. Personnel expenses

2011

2010

€'000

€'000

Wages and salaries

14,805

13,660

Social security

2,295

2,090

Pension costs (see below)

527

476

Employee share schemes

238

1,047

17,865

17,273

 

Pension costs

2011

2010

€'000

€'000

Appropriation to pension accruals for defined benefit schemes

68

120

Early retirement settlements and pay

3

(8)

Contributions to defined contribution pension plans

456

364

527

476

 

Employees

The Group employed a monthly average of 385 employees during the year ended 31 December 2011 (2010: 355).

2011

2010

Number

Number

Germany

247

232

United Kingdom

130

115

Japan

8

8

385

355

 

2011

2010

Number

Number

Production

255

238

Administration

130

117

385

355

2010 numbers have been reallocated using the same rationale as 2011 numbers.

The Group employed 361 employees at 31 December 2011.

The remuneration of the Board of Directors, including appropriations to pension accruals, is shown in the Directors' Remuneration Report.

 

5. Other expenses

2011

2010

€'000

€'000

Land and building operating lease charges

1,394

1,271

Other property related costs

1,419

1,260

Repairs and maintenance

1,079

249

Selling expenses

68

54

Technical consulting, research and development

710

576

External professional services

2,795

1,793

Insurance premiums

775

780

Travel and advertising expenses

546

581

Staff related costs

1,007

840

Other

1,491

969

11,284

8,373

Selling expenses mainly include delivery costs and warranty provisions.

Technical consulting and research and development costs relate to expenditure in connection with silicon wafers and ingots.

In addition to those disclosed above, the Group undertakes considerable research and development in the field of continuous production process optimisation and improvement and adaptation of products to market requirements. These costs are an integral part of a highly technical production process.

The directors have estimated, on the basis of directly attributable costs and a general proportion of production and personnel costs, that the cost of research and development is approximately €6.4m for the year ended 31 December 2011 (2010: €11.1m).

 

Included within External professional services, within other expenses, are the following amounts which were paid to the Group's auditors:

2011

2010

€'000

€'000

Fees payable to the Company's auditor for the audit of the Group's financial statements

67

74

Audit of parent company financial statements

14

15

Other services pursuant to legislation

-

16

The audit of the Company's subsidiaries pursuant to legislation

140

212

Tax services

-

47

221

364

 

6. Interest income and expenses

Interest income and expense is derived/incurred on financial assets/liabilities and recognised under the effective interest method.

 

 

7. Income taxes

 

2011

2011

2011

2010

Before

Exceptional

Exceptional

Items

Items

Total

Total

€'000

€'000

€'000

€'000

Current tax:

Current tax on profit / (loss) for the year

766

(7,357)

(6,591)

13,217

Adjustments in respect of prior years

(81)

-

(81)

(22)

Total current tax

685

(7,357)

(6,672)

13,195

Deferred tax (note 18):

Origin and reversal of termporary differences

3,271

(12,433)

(9,162)

(2,581)

Adjustments in respect of prior years

-

-

-

(152)

Impact of change in tax rate

552

-

552

-

Derecognition of previously recognised tax losses

9,090

-

9,090

-

Total deferred tax

12,913

(12,433)

480

(2,733)

Total tax charge

13,598

(19,790)

(6,192)

10,462

 

The total tax rate for the German companies is 30.5% (2010: 30.5%) in Erfurt and 28.4% in Bitterfeld (2010: 28.4%). The effective total tax rate in the United Kingdom was 26.5% (2010: 28%), and the total tax rate in Japan was 42.1% (2010: 42.1%). These rates are based on the legal regulations applicable or adopted at the balance sheet date.

The standard rate of corporation tax in the UK changed from 28% to 26% with effect from 1 April 2011. Accordingly, profits in the UK were taxed at an effective rate of 26.5%. Legislation to reduce the main rate of corporation tax from 26% to 25% from 1 April 2012 was included in the Finance Act 2011 and consequently deferred tax balances have been remeasured. Further legislation to reduce the main rate of corporation tax to 24% from 1 April 2012 was included in the Provisional Collection of Taxes Act 1968 (PCTA) and further reductions to the main rate are proposed to reduce the rate by 1% per annum to 22% by 1 April 2014. These further rate reductions had not been substantively enacted at the balance sheet date and, therefore, are not included in these financial statements. The impact of these further changes is not expected to be material.

The German rates are increasing, to 31.6% in Erfurt in 2012 and 29.1% in Bitterfeld in 2012.

 

7. Income taxes continued.

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the profits of the consolidated entities as follows:

2011

2010

€'000

€'000

(Loss)/profit before tax

(67,085)

33,726

Expected income tax expense at effective tax rate 30.0% (2010: 33.2%)

(20,100)

11,188

Taxation on dividend income

178

-

Income not subject to tax

(126)

(602)

Tax for profit in stock eliminations

2,610

(451)

Derecognition of previously recognised tax losses

9,090

-

Unrelieved tax losses

1,972

-

Over provision of current tax in prior year

(337)

-

Movement in deferred tax rate

552

-

Over provision of deferred tax in prior years

(170)

(176)

Expenses not deductible for tax

145

236

Accelerated capital allowances

-

276

Other tax effects

(6)

(9)

Total tax expense

(6,192)

10,462

 

 

8. Segment reporting

The chief operating decision-maker, who is responsible for allocating resources and assessing performance, has been identified as the executive board. The group is organised around one product, with all revenues derived from the production and supply of 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 2011

Rest of

United

Rest of

Japan

China

Asia

Germany

Kingdom

Europe

USA

Group

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Revenues

By entity's country of domicile

61,405

-

-

52,843

96,152

-

-

210,400

By country from which derived

61,368

67,195

40,806

33,601

102

255

7,073

210,400

Noncurrent assets*

By entity's country of domicile

633

-

-

86,006

54,580

-

-

141,219

* Excludes: financial instruments, deferred tax assets and postemployment benefit assets.

Two customers accounted for more than 10% of Group revenue each and sales to these customers are as follows (figures in €'000):

1. 64,962 (China);

2. 43,305 (Japan).

 

Geographical information 2010

Rest of

United

Rest of

Japan

China

Asia

Germany

Kingdom

Europe

USA

Group

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Revenues

By entity's country of domicile

85,463

-

-

67,694

99,402

-

-

252,559

By country from which derived

78,502

77,605

32,573

24,834

29

481

38,535

252,559

Noncurrent assets*

By entity's country of domicile

705

-

-

117,736

48,493

-

-

166,934

* Excludes: financial instruments, deferred tax assets and postemployment benefit assets.

Four customers accounted for more than 10% of Group revenue each and sales to these customers are as follows (figures in €'000):

1. 74,888 (China);

2. 39,397 (Japan);

3. 38,633 (Japan); and

4. 33,040 (USA).

 

9. Net loss / earnings per share

Net loss / earnings per share is computed by dividing the net loss for the year attributable to ordinary shareholders by the weighted-average number of Ordinary shares outstanding during the year.

Diluted net loss per share is computed by dividing the net loss for the period, by the weighted-average number of Ordinary shares outstanding and, when dilutive, adjusted for the effect of all potentially dilutive shares, including share options.

2011

2010

 

Basic shares (average)

405,891,335

404,939,862

Basic earnings per share (Euro cents)

(15.0)

5.7

Diluted shares (average)

405,891,335

405,029,507

Diluted earnings per share (Euro cents)

(15.0)

5.7

 

Basic shares and diluted shares for this calculation can be reconciled to the number of issued shares, see note 28, as follows:

2011

2010

Shares in issue (see note 28)

416,725,335

416,725,335

Weighted average number of EBT shares held

(10,834,000)

(11,785,473)

Weighted average number of shares for basic EPS calculation

405,891,335

404,939,862

EBT shares, granted but not vested in 2010

-

89,645

Weighted average number of shares for fully diluted EPS calculation

405,891,335

405,029,507

For the year ended 31 December 2011, there were no differences in the weighted-average number of Ordinary shares used for basic and diluted net loss per Ordinary Share as the effect of all potentially dilutive Ordinary Shares outstanding was anti-dilutive. As at 31 December 2011, there were 3,458,022 share options outstanding that could potentially have a dilutive impact in the future but were anti-dilutive in 2011.

10. Cash and cash equivalents

All shortterm deposits are interest bearing at the various rates applicable in the business locations of the Group.

 

 

11. Trade Accounts receivable

As at 31 December

2011

2010

€'000

€'000

Japan

25,043

31,567

Germany

2,920

8,546

United Kingdom

4,356

15,694

32,319

55,807

All receivables have shortterm maturity. No significant doubtful debt allowances were necessary during the year.

Some of the unimpaired trade receivables are past due at the reporting date. The age of financial assets past due but not impaired is as follows:

As at 31 December

2011

2010

€'000

€'000

Not more than three months

2,667

4,058

These amounts represent the Group's maximum credit risk at the year end. No doubtful debt allowance is deemed necessary.

12. Inventories

Inventories include finished goods and work in progress (ingots and blocks), as well as production supplies. The change in inventories is included in the Consolidated statement of Comprehensive Income in the line 'Cost of materials and services'.

As at 31 December

2011

2010

€'000

€'000

Finished products

18,139

2,550

Work in progress

8,902

25,409

Raw materials

21,456

22,854

48,497

50,813

Exceptional inventory writedowns of €22.9m in 2011 are included in cost of materials (2010 NIL)

13. Prepaid expenses and other assets

As at 31 December

2011

2010

 

€'000

€'000

 

Subsidies and grants due relating to Bitterfeld

542

3,259

 

Other subsidies due

387

1,065

 

VAT

10,144

9,187

 

Prepaid expenses

15,599

10,165

 

Energy tax claims

2,342

1,120

 

Other current assets

606

132

 

29,620

24,929

 

Prepaid expenses primarily comprise polysilicon feedstock deposits

 

14. Current tax assets

As at 31 December

2011

2010

€'000

€'000

Income tax recoverable

9,815

-

9,815

-

Income tax recoverable relates to tax paid on prior year profits that is expected to be recovered against current year losses.

15. Intangible assets

Patents

Software

and

under

licences

development

Total

€'000

€'000

€'000

Cost

At 1 January 2011

1,521

4

1,525

Additions

71

8

79

Reclassification

-

(2)

(2)

Disposals

(25)

-

(25)

Net effect of foreign currency movements

20

-

20

At 31 December 2011

1,587

10

1,597

Depreciation

At 1 January 2011

857

-

857

Charge for the year

237

-

237

Disposals

(20)

-

(20)

Net effect of foreign currency movements

15

-

15

At 31 December 2011

1,089

-

1,089

Net book amount

At 31 December 2011

498

10

508

At 31 December 2010

664

4

668

 

Patents

Software

and

under

licences

development

Total

€'000

€'000

€'000

Cost

At 1 January 2010

1,375

4

1,379

Additions

100

4

104

Reclassification

4

(4)

-

Disposals

(5)

-

(5)

Net effect of foreign currency movements

47

-

47

At 31 December 2010

1,521

4

1,525

Depreciation

At 1 January 2010

591

-

591

Charge for the year

271

-

271

Disposals

(5)

(5)

At 31 December 2010

857

-

857

Net book amount

At 31 December 2010

664

4

668

At 31 December 2009

784

4

788

 

 

16. Property, plant and equipment

Freehold

Other

land and

Plant and

furniture and

Assets under

buildings

Machinery

equipment

construction

Total

€'000

€'000

€'000

€'000

€'000

Cost

At 1 January 2011

12,895

149,935

6,380

12,014

181,224

Additions

15

13,391

743

8,112

22,261

Reclassification

27

11,862

8

(11,895)

2

Disposals

-

(679)

(86)

(197)

(962)

Net effect of foreign currency movements

7

666

60

108

841

At 31 December 2011

12,944

175,175

7,105

8,142

203,366

Depreciation

At 1 January 2011

952

48,209

2,554

-

51,715

Charge for the year

408

14,716

746

-

15,870

Impairment

-

27,874

-

-

27,874

On disposals

-

(590)

(69)

-

(659)

Net effect of foreign currency movements

3

618

31

-

652

At 31 December 2011

1,363

90,827

3,262

-

95,452

Net book amount

At 31 December 2011

11,581

84,348

3,843

8,142

107,914

At 31 December 2010

11,943

101,726

3,826

12,014

129,509

Assets under construction relate to future plant and machinery. Capital commitments at 31 December 2011 relating to this amounted to €1.5 million.

Freehold

Other

land and

Plant and

furniture and

Assets under

buildings

machinery

equipment

construction

Total

€'000

€'000

€'000

€'000

€'000

Cost

At 1 January 2010

12,490

142,308

4,752

823

160,373

Additions

369

5,814

1,595

11,989

19,767

Reclassification

21

734

38

(793)

-

Disposals

-

(194)

(86)

(40)

(320)

Net effect of foreign currency movements

15

1,273

81

35

1,404

At 31 December 2010

12,895

149,935

6,380

12,014

181,224

Depreciation

At 1 January 2010

540

35,659

1,942

-

38,141

Charge for the year

406

11,779

650

-

12,835

On disposals

-

(159)

(78)

-

(237)

Net effect of foreign currency movements

6

930

40

-

976

At 31 December 2010

952

48,209

2,554

-

51,715

Net book amount

At 31 December 2010

11,943

101,726

3,826

12,014

129,509

At 31 December 2009

11,950

106,649

2,810

823

122,232

Assets under construction related to future plant and machinery. Capital commitments at 31 December 2010 relating to this amounted to €17.5 million.

 

16. Property, plant and equipment continued

 Impairment

The Board has assessed the carrying values of the Group's property, plant and equipment for impairment as at 31 December 2011. As a result of this assessment, an impairment charge has been recognised to reduce the carrying values of plant by €27.9 million. The impairment charge has been recognised in the income statement. As an impairment of fixed assets it had no impact on the Group's cash flow.

On 31 December 2011 the Group had invested €100 million in its polysilicon plant at Bitterfeld and had received grants of €23 million. The current difficulties in the photovoltaic industry dictated that an impairment test should be carried out to determined whether the plant should be impaired. The recoverable value of Bitterfeld plant is estimated to amount of €47.9 million, based on an estimate of its value in use. This has been derived from a forecast of potential cash flows from the plant. These cash flows were discounted at a post tax cost of capital of 9.67%, which was determined by calculating the Group's cost of capital using the CAPM (capital asset pricing model). The resultant (discounted cash flow) analysis determined the net present value of the plant. The potential future cash flows have been estimated on the assumption that the plant is brought into production in the second half of 2012 and produces at full capacity thereafter. This analysis assumes that sales of polysilicon are at prices based on managements' expectations backed up by the forecast from an external consultant that has a high level of experience of the photovoltaic industry. Plant running costs were obtained from the Group's internal planning system.

The level of impairment of the assets of our plant is predominantly dependent upon judgements used in arriving at future market prices, plant maintenance costs, future growth rates, the discount rate applied to cash flow projections and successfully operating the plant at Bitterfeld. The estimates and judgement used in the aforementioned assessment represents management's best estimate based on current experience and information available, which may be different from the actual results in the future due to changes in the Group's business and other external environment. Any significant changes in the market price of polysilicon, $/€ exchange rate, or plant maintenance costs might lead to further impairment of some or all of the capitalised assets.

The sensitivity of the valuation to these parameters is as follows:

·; 5% increase/decrease in the sales price forecast decreases/increases the impairment by €14 million

·; 5% reduction/increase in the direct cost of production forecast decreases/increases the impairment by €9 million

·; 1% change in the cost of capital changes the impairment by €6 million

17. Other longterm assets

As at 31 December

2011

2010

€'000

€'000

Polysilcon feedstock deposits

30,148

33,790

Silicon tetrachloride (for Bitterfeld)

2,291

2,583

Prepaid expenses

66

40

Other assets

292

344

32,797

36,757

 

 

18. Deferred taxes

Deferred taxes are calculated at the local rates in accordance with IAS 12 (Income Taxes).

Analysis of deferred tax assets and liabilities:

2011

2010

€'000

€'000

Elimination of intracompany gains

-

2,610

Tax loss carried forward

10,950

9,090

Deferred tax asset on consolidation

8,118

-

Other

252

380

Deferred tax asset

19,320

12,080

Deferred tax liability on consolidation

(7,986)

-

Other

(197)

(825)

Deferred tax liability

(8,183)

(825)

Total deferred taxes

11,137

11,255

Deferred tax assets arising as a result of losses are recognised where, based on the Group's budget, they are expected to be realised in the foreseeable future.

As at 31 December 2011 there were unrecognised potential deferred tax assets in respect of losses of €11.4m (2010: NIL).

 

19. Loans payable

As at 31 December

2011

2010

Underwriter

€'000

€'000

Maturity

Interest rate

Sumitomo Mitsui Banking Corporation (SMBC)

21,945

18,505

01/12

0.78%

Mizuho Bank

9,975

9,253

02-03/12

0.78%

Barclays Bank

14,133

18,704

02/12

1.34%

Bank of TokyoMitsubishi UFJ

2,993

-

01/12

0.67%

49,046

46,462

All current loans are in Japanese Yen.

 

Security for the loan with Barclays Bank was provided by sterling cash cover. This facility was not renewed.

Security/comfort for all other loans, is provided by the Japanese accounts receivable, details of which can be found in note 11. These facilities have been reduced upon renewal in line with the lower receivables.

 

20. Trade accounts payable

As at 31 December

2011

2010

€'000

€'000

Japan

3,850

10,045

United Kingdom

2,887

8,295

Germany

2,066

4,789

8,803

23,129

The book value of these payables is materially the same as the fair value.

21. Accrued expenses

2011

2010

€'000

€'000

Rents and ancillary rent costs

280

638

Onerous contract charge

3,850

-

Other

2,459

4,199

Current accruals

6,589

4,837

Noncurrent accruals

131

98

Total accruals

6,720

4,935

 

22. Provisions

Movement in provisions is shown below:

As at 31 December

2011

2010

€'000

€'000

Provisions brought forward

315

414

Charged to the Income Statement

17,019

-

Exchange differences

840

-

Utilised

(79)

(99)

Provisions carried forward

18,095

315

 

Provisions included above are detailed below:

As at 31 December

2011

2010

€'000

€'000

Warranty provisions

236

315

Onerous contract provision

17,859

-

18,095

315

 

Warranty provisions unwind over a year from the date of sale, per the terms of the warranty agreement with customers.

The onerous contract provision is an allowance for the loss arising on the difference between raw material costs under these contracts and the anticipated selling price of the Group's end product. This is discussed further in note 1. This provision will unwind over the length of the contracts, between 2 and 4 years.

23. Deferred grants and subsidies

The grants from governmental institutions are bound to specific terms and conditions. The Group is obliged to observe retention periods of five years for the respective assets in the case of investment subsidies as well as of five years for assets under investment grants, and to retain a certain number of jobs created in conjunction with the underlying assets. In cases of breach of the terms, the grants received must be repaid. In the past, the grants received were subject to periodic audits, which were concluded without significant findings or adjustments.

The deferred grants and subsidies in the year under review consist of the following:

As at 31 December

2011

2010

€'000

€'000

Investment subsidies

12,746

13,500

Investment grants

12,511

13,523

25,257

27,023

Current portion

2,831

2,867

Noncurrent portion

22,426

24,156

25,257

27,023

 

24. Income tax payable

As at 31 December

2011

2010

€'000

€'000

United Kingdom

-

3,708

Germany

325

355

Japan

74

2,701

399

6,764

Income tax liabilities comprise both corporation and other nonVAT tax liabilities, calculated or estimated by the Group companies as well as corresponding taxes payable abroad due to local tax laws, including probable amounts arising on completed or current tax audits.

25. Other current liabilities

As at 31 December

2011

2010

€'000

€'000

VAT liability

598

-

Payroll liabilities

70

499

Other liabilities

85

401

753

900

26. Deferred revenue

Where appropriate the Group enters into longterm contracts with its customers and may request payment deposits from them ahead of the supply of goods. At 31 December 2011, such deposits amounted to €18.121 million from three customers (2010: €20.646 million from four customers.)

As at 31 December

2011

2010

 

€'000

€'000

 

Current

10,082

10,084

 

Non-current

8,039

10,562

 

18,121

20,646

 

27. Pension surplus / benefit

The obligation relates to fixed post retirement payments for two employees and includes benefits for surviving spouses granted in 2005. The plan will be fully funded upon retirement of the employees by insurance contracts held and paid in by the Group. In case of insolvency the benefits have been ceded to the employees directly. Therefore the fair value of the insurance contracts has been treated as a plan asset. The scheme is not significant to the Group.

 

28. Share capital

2011

2010

€'000

€'000

Authorised share capital

600,000,000 ordinary shares of 2 pence each

17,756

17,756

Allotted, called up and fully paid

416,725,335 ordinary shares of 2 pence each

12,332

12,332

The market value of the shares held by the EBT at year-end was €566k

Summary of rights of share capital

The ordinary shares are entitled to receipt of dividends. On winding up, their rights are restricted to a repayment of the amount paid up to their share in any surplus assets arising. The ordinary shares have full voting rights.

29. Sharebased payment plans

The Group established the PV Crystalox Solar PLC EBT on 18 January 2007, which has acquired, and may in the future acquire, the Company's ordinary shares for the benefit of the Group's employees.

The Group currently has three share incentive plans in operation which are satisfied by grants from the EBT.

PV Crystalox Solar PLC Performance Share Plan (PSP)

This plan was approved by shareholders at the 2011 AGM under which awards are made to employees, including executive directors, consisting of a conditional right to receive shares in the Company. The awards will normally vest after the end of a three year performance period, to the extent that performance conditions are met.

On 26th May 2011 awards over up to 3,038,454 ordinary shares were granted to the three executive directors and other key employees. These awards are subject to achieving growth in both total shareholder return and earnings per share in the performance period ending on 31 December 2013.

PV Crystalox Solar PLC Long-Term Incentive Plan

This is a long-term incentive scheme under which awards are made to employees consisting of the right to acquire ordinary shares for a nominal price subject to the achievement of specified performance conditions at the end of the vesting period which is not less than three years from the date of grant. Under the LTIP it is possible for awards to be granted which are designated as a Performance Share Award, a Market Value Option or a Nil Cost Option. To date Performance Share Awards and Market Value Options have been granted.

29.Sharebased payment plans

Performance Share Award (PSA)

A PSA is a conditional award of a specified number of ordinary shares which may be acquired for nil consideration. The PSAs granted to date have all been initial awards where there is no specified performance condition. The vesting period of each award is three years from the date of grant.

On 17 December 2007 awards over 2,175,000 ordinary shares of 2 pence were granted to key employees. In 2008 two employees that had been granted an aggregate amount of 150,000 shares each left the Group and in December 2010 one employee who had been granted an award of 50,000 shares left the Group and in accordance with the rules of the LTIP these grants were cancelled and the shares remain available within the EBT. On 17 December 2010 the options over the remaining 1,926,500 shares were exercised.

On 26 February 2008 awards were granted to employees of 500 shares each over a total of 33,000 ordinary shares of 2 pence each. During 2010 awards over 3,000 shares were forfeited by employees leaving the Group and awards over 1,500 shares were exercised by Group employees retiring. During 2011 awards over 1,000 shares were forfeited by employees leaving the Group and on 26 February 2011 the options over the remaining 27,500 shares were exercised.

Market Value Option (MVO)

An MVO is an option with an exercise price per share equal to the market value of a share on the date of grant. The vesting period of each award is three years from the date of grant and the award must be exercised no later than ten years following the date of grant.

On 24 November 2008 an MVO over 200,000 ordinary shares of 2 pence each was granted to a senior employee and this option is exercisable from 24 November 2011 at £1.00 per share subject to an agreed performance criteria. This option is now exercisable at any time until 23 November 2018.

On 26 March 2009 an MVO over 200,000 ordinary shares of 2 pence each was granted to a senior employee and this option is exercisable from 26 March 2012 at 76 pence per share subject to an agreed performance criteria; and on 25 September 2009 MVO awards over 1,200,000 ordinary shares of 2 pence each were granted to key senior employees and these options are exercisable from 25 September 2012 at 76.9 pence per share subject to agreed performance criteria.

29. Share-based payment plans

PV Crystalox Solar PLC Share Incentive Plan (SIP)

The SIP is an employee share scheme approved by HM Revenue and Customs in accordance with the provisions of Schedule 8 to the Finance Act 2000. On 26 February 2008 awards were granted to UK employees of 500 shares each over a total of 37,000 ordinary shares of 2 pence. These 37,000 ordinary shares of 2 pence each were transferred from the EBT into the SIP. During 2011 awards over 3,500 shares were forfeited by employees leaving the Group and awards over 8,500 shares vested due to employees leaving the Group as good leavers due to redundancy or retirement.

The Group recognised total expenses before tax of €237,729 (2010: €1,047,000) related to equity-settled share-based payment transactions during the year.

The number of share options and weighted average exercise price (WAEP) for each of the schemes is set out as follows:

MVO WAEP

PSP[*]

PSA[*]

MVO

price

SIP[*]

Number

Number

Number

Pence

Number

Share grants and options outstanding at 1 January 2011

-

28,500

1,600,000

79.7

37,000

Share grants and options granted during the year

3,038,454

-

-

-

-

Share grants and options forfeited during the year

-

(1,000)

-

-

(3,500)

Options exercised during the year

-

(27,500)

-

-

(8,500)

Share grants and options outstandingat 31 December 2011

3,038,454

-

1,600,000

79.7

25,000

Exercisable at 31 December 2011

-

200,000

100.0

-

Share grants and options outstanding at 1 January 2010

2,008,000

1,600,000

79.7

37,000

Share grants and options granted during the year

-

-

-

-

Share grants and options forfeited during the year

(53,000)

-

-

-

Options exercised during the year

(1,926,500)

-

-

-

Share grants and options outstandingat 31 December 2010

28,500

1,600,000

79.7

37,000

Exercisable at 31 December 2010

-

-

-

-

 

[* The weighted average exercise price for the PSP, PSA and SIP options is £nil.]

 

29. Share-based payment plans

At 31 December 2011 PSP awards will vest in 2014 following the determination by the Remuneration Committee of the extent to which the Performance conditions have been met. MVO options are exercisable between three years and ten years after the date of grant, up to September 2019. SIP options are exercisable between three and five years after date of grant, up to February 2013.

The remaining weighted average remaining contractual life of options outstanding at 31 December 2011 is 7.58 years for MVO (2010: 8.58 years) and 1.16 years for SIP (2010: 2.16 years).

30. Risk management

 

The main risks arising from the Group's financial instruments are credit risk, exchange rate fluctuation risks, interest rate risk and liquidity risk. The Board reviews and determines policies for managing each of these risks and are, as such, summarised below. These policies have been consistently applied throughout the year.

 

Credit risk

The main credit risk arises from accounts receivable. All trade receivables are of a short-term nature, with maximum payment terms of 150 days, although the majority of customers currently have payment terms of 45 days. In order to manage credit risk, local management defines limits for customers based on a combination of payment history and customer reputation. Credit limits are reviewed by local management on a regular basis. As a supplier to some of the leading manufacturers of solar cells, the Group has a limited number of customers. In 2011 30.9% of the sales are related to the largest customer (2010: 29.7%). The number of customers accounting for approximately 95% of the annual revenue increased from ten in 2010 to twelve in 2011. Where appropriate, the Group requests payment or part payment in advance of shipment, which generally covers the cost of the goods. Different forms of retention of title are used for security depending on local restrictions prevalent on the respective markets. The maximum credit risk to the Group is the total of accounts receivable, details of which can be seen in note 11.

 

Cash is not considered to be a high credit risk and this is mitigated by the Group's policy of only selecting counterparties with a strong investment graded long-term credit rating, at least BB or equivalent, and assigning financial limits of €15 million to individual counterparties.

 

Exchange rate fluctuation risks

A large portion of sales revenue is invoiced in foreign currencies, potentially exposing the Group to exchange rate risks. In the financial year 2011, about €60.8 million (2010: €78.0 million) of the Group's sales was generated in Japanese Yen. Expenses of €89.5 million (2010: €88.0 million) invoiced in Japanese Yen were allocated to cost of materials.

 

Significant cash funds are denominated in currencies other than the presentational currency of the Group. Excess cash funds not needed for local sourcing are exposed to exchange rate and associated interest fluctuation risks, particularly so in the United Kingdom. The exchange rate risk is based on assets held in currencies other than Euros.

 

The Group sells its products in a number of currencies (mainly Euros and Japanese Yen and to a lesser extent US Dollars) and also purchases goods and services in a number of currencies (mainly Euros, Japanese Yen, Sterling and US Dollars).

 

The following exchange rates were used to translate individual companies' financial information into the Group's presentational currency:

 

Average

Year end

rate

rate

Euro: Japanese Yen

111.064

100.250

Sterling: Euro

1.15275

1.19360

 

 

30. Risk management continued

 

Hedging strategy

The Group is largely naturally hedged at an operating level because it buys a significant proportion of its raw materials in Euros and Japanese Yen, operates its wafering factory within the Euro zone and pays for the sub-contracting of wafer production in Japan in Japanese Yen. However, the ingot manufacturing operation is within the United Kingdom and therefore a part of Group costs are in Sterling. In addition, the Group has a relatively large debtor book in Japan denominated in Japanese Yen and this is subjected to exchange rate fluctuation of that currency. The Group has Japanese Yen borrowings to hedge against downwards movement in the Japanese Yen/Euro exchange rate. This process continues to be under review.

 

After careful consideration and due to the satisfactory natural operating hedging position coupled with its policy of matching borrowings in Japanese Yen with Japanese Yen assets, the directors have adopted a long-term policy of setting off any downside risks of currency fluctuation against the associated upside risks.

 

During 2011 the Japanese Yen/Euro exchange rate decreased 7.24% (2010: increased 18.2%). The impact of this increase on the Consolidated statement of Comprehensive Income was to increase sales revenues by approximately 2.1% and increase the cost of materials and services by approximately 3.9% (2010: 12.1%).

 

For each 1% increase in the Japanese Yen/Euro exchange rate profits would decrease by approximately €677,000 (2010: decrease by €431,000). The effect of the movement in the Japanese Yen/Euro exchange rate on assets held in Japanese Yen has been considered. Group management has arranged borrowings in Japanese Yen so that these largely offset asset balances held in that currency. Therefore, based on Japanese Yen asset balances on 31 December 2011, each 1% movement in the Japanese Yen/Euro exchange rate would have an immaterial effect on the currency translation adjustment.

 

During 2011 the net gain on foreign currency adjustments was €1.4 million (2010: loss of €1.2 million). This loss was mainly related to the conversion of currency balances in respect of Group advances or loans, currency debtor/creditor balances, currency advance payments to raw material suppliers and currency cash balances. These can be broken down into the following broad categories:

 

As at 31 December

2011

2010

€'000

€'000

Revaluation of cash balances

265

636

Revaluation of Group loans

(2,784)

(2,257)

Revaluation of Group raw material deposits

(421)

(1,729)

(Debtor)/creditor revaluation

634

(375)

Revaluation of customer/suppliers deposits

3,744

2,549

1,438

(1,176)

 

In addition to the above, upon translation of net assets in the consolidation, there was a positive impact in 2011 of €5.2 million (2010: €12.6 million) recording as a currency translation adjustment which is shown in the consolidated statement of comprehensive income as other comprehensive income.

 

30. Risk management continued

Interest rate risk

The Group is exposed to interest rate fluctuation risks, since the Group's loan agreements largely are subject to variable interest rates. All variable interest rate loans are of a short-term nature with a maturity of less than twelve months. The borrowings €49.0 million at the end of 2011 are in Japanese Yen (2010: €46.5 million). Accordingly, there is a downside risk that Japanese Yen interest rates may increase substantially from the current relatively low levels. However, the Group has a regular strong Japanese Yen income sufficient to repay the loans (if Group management wished to do so) within a twelve month time scale.

 

On 31 December 2011 the Group borrowings in Japanese Yen were €49.0 million (2010: €46.5 million) at an average interest rate of approximately 0.97% (2010: 0.97%). For each 1% rise in the Japanese Yen interest rates Group interest costs would increase by approximately €490,000 (2010: €465,000). Accordingly, Group profits and equity would fall or rise (after corporation tax in Japan) by approximately €245,000 (2010: €233,000).

 

Further sensitivity analysis of the accruals and loans outstanding at the year-end has not been disclosed as these are virtually all current and paid in line with standard payment terms.

 

The Group's borrowings in Japanese Yen are also current and have no set repayment plan being secured on the Japanese receivables book. The interest on this loan is paid monthly in arrears.

 

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages its exposure to liquidity risk by regularly reviewing net debt and forecast cash flows to ensure that current cash resources are available to meet its business objectives. The Group is exposed to the worldwide photovoltaic market and due to current overcapacity this market has suffered large decreases in pricing over the previous twelve months and market pricing of the group's main product (silicon wafers) remain under pressure. Against this difficult market background, Group management has put in place a Cash Conservation Plan, which involves putting in place various measures so that the Group optimises its cash position whilst these conditions persist. Various measures have been taken to reduce production to a level that allows contracted customers to be supplied, whilst not supplying product at below marginal cost. At the same time production capacity has been maintained so that this can be utilised when market conditions allow. The cash conservation plan covers the period until 31 December 2015. Due to changing market and economic conditions, the expenses and liabilities actually arising from this plan in the future may differ materially from the estimates made on the basis of these actuarial assumptions.

As at 31st December 2011 the Group had a net cash balance of €22.6 million and this together with cash flow projections from the cash conservation plan indicate that the, assuming the projections are broadly correct, that Group will have adequate cash reserves until at least the end of 2015.

The Group also regularly monitors its compliance with its debt covenants. During the financial year, all covenants have been complied with. The Group has borrowing facilities in Japanese Yen which are available to be drawn.

 

30. Risk management continued

 

Financial assets and liabilities

 

Book

Loan and

Amortised

Non

value

receivables

cost

financial

Total

€'000

€'000

€'000

€'000

€'000

 

2011

Assets:

Cash and cash equivalents

71,664

71,664

-

-

71,664

Accounts receivable

32,319

32,319

-

-

32,319

Prepaid expenses and other assets

29,620

14,021

-

15,599

29,620

Misc nonfinancial assets

219,008

-

-

219,008

219,008

Total

352,611

118,004

-

234,607

352,611

Liabilities:

Loans payable shortterm

(49,046)

-

(49,046)

-

(49,046)

Accounts payable trade

(8,803)

-

(8,803)

-

(8,803)

Accrued expenses

(6,589)

-

(6,589)

-

(6,589)

Provisions

(18,095)

-

-

(18,095)

(18,095)

Misc current liabilities

(753)

-

(753)

-

(753)

Misc longterm liabilities

(43)

-

(43)

-

(43)

Misc nonfinancial liabilities

(52,091)

-

-

(52,091)

(52,091)

Total

(135,420)

-

(65,234)

(70,186)

(135,420)

 

2010

Assets:

Cash and cash equivalents

101,300

101,300

-

-

101,300

Accounts receivable

55,807

55,807

-

-

55,807

Prepaid expenses and other assets

24,929

14,764

-

10,165

24,929

Misc nonfinancial assets

229,827

-

-

229,827

229,827

Total

411,863

171,871

-

239,992

411,863

Liabilities:

Loans payable shortterm

(46,462)

-

(46,462)

-

(46,462)

Accounts payable trade

(23,129)

-

(23,129)

-

(23,129)

Accrued expenses

(4,935)

-

(4,935)

-

(4,935)

Provisions

(315)

-

-

(315)

(315)

Misc current liabilities

(900)

-

(900)

-

(900)

Misc longterm liabilities

(42)

-

(42)

-

(42)

Misc nonfinancial liabilities

(55,320)

-

-

(55,320)

(55,320)

Total

(131,103)

-

(75,468)

(55,635)

(131,103)

31. Calculation of fair value

There are no publicly traded financial instruments (e.g. publicly traded derivatives and securities held for trading and available for sale securities) nor any other financial instruments.

32. Contingent liabilities

The Group did not assume any contingent liabilities for third parties. No material litigation or risks from violation of third parties' rights or laws that could materialise in 2012 or beyond are pending at the time of approval of these financial statements.

33. Other financial obligations

Lease agreements (operating leases)

The leases primarily relate to rented buildings and have terms of no more than ten years. Financial obligations resulting from operating leases become due as follows:

As at 31 December

2011

2010

€'000

€'000

Less than one year

1,947

1,716

Two to five years

4,281

4,939

Longer than five years

2,050

2,504

8,278

9,159

The land and buildings used by the Group, with the exception of land with an area of approximately 31,000m2 in the Chemical Park at Bitterfeld, are rented. The contracts have durations of up to ten years. In some cases there are options to extend the rental period.

Equipment purchase commitments

Orders to the amount of €1.5 million had been made on 31 December 2011 (2010: €17.5 million).

34. Related party disclosures

Related parties as defined by IAS24 comprise the senior executives of the Group and also companies that these persons could have a material influence on as related parties as well as other group companies. During the reporting year, 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.

The remuneration of the directors, who are the key management personnel of the Group, is set out in the audited part of the Directors' Remuneration Report.

35. Exceptional items

The following are considered to be exceptional items.

2011

€'000

Onerous contract provision (note 22)

17,019

Onerous contract charge (note 21)

3,850

Inventory writedown (note 3)

22,866

Total exceptional items included in cost of materials (note 3)

43,735

Impairment (note 16)

27,874

 Total exceptional items

71,609

 

Onerous contract charge and provision

In keeping with normal practice in the industry at the time, the Group entered into long term supply contracts for its raw material, polysilicon, with two major suppliers. Given the recent significant unexpected decline in market prices for polysilicon and silicon wafers, the resultant cost of polysilicon under these contracts means the Group is expecting losses on these contracts.

In addition, the charge includes a contractual penalty relating to minimum quantities which the Group's management are in the process of negotiating.

Inventory writedown

Inventory has been written down to the lower of cost or net realisable value. Net realisable value has been calculated as anticipated sales price less costs to completion.

Impairment

An impairment was recognised for the Group's currently closed polysilicon production facility following managements impairment review which showed the carrying value was in excess of the present value of expected future cash-flows.

36. Dividends

Dividends were paid in 2011 of €8,120,249 (€0.02 per share) and in 2010 of €12,139,150 (€0.03 per share).

37. Post balance sheet events

In the opinion of management, the following are the significant post balance sheet events.

Two of the Group's customers gave notice in 2012 to cancel their wafer supply contracts. Claims against both customers have been submitted to the International Chamber of Commerce. There is no resultant asset or liability included in the financial statements.

 

The Group has negotiated in 2012 deferrals of volume and reductions in cost from its suppliers of polysilicon. Further negotiations are ongoing and management expect to continue to come to mutually beneficial agreements with its suppliers.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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