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Preliminary Results

20 Mar 2014 07:00

RNS Number : 7428C
PV Crystalox Solar PLC
20 March 2014
 



 

PV Crystalox Solar PLC

Preliminary Results

For the year ended 31 December 2013

PV Crystalox Solar PLC and its subsidiaries (the "Group"), a long established supplier of photovoltaic ('PV') silicon wafers, today announces preliminary results for the year ended 31 December 2013.

 

Highlights

· Cash conservation strategy continued throughout 2013

· Restructuring completed whilst retaining core ingot and wafering production capabilities

· Disposal of Group's polysilicon production facility at Bitterfeld to management buy-in team

· €36.3 million of cash returned to shareholders in December 2013

· Wafer shipments 211MW (2012: 115MW)

 

Overview of results

· Revenues €71.4m (2012: €46.3m)

· EBT on continuing operations of €6.6m (2012 restated: loss of €30.7m)

· Net cash from operating activities on continuing operations €4.4m (2012 restated: €77.3m)

· Net Cash €39.2m (2012:€89.4m)

 

John Sleeman, Chairman, commented

"The Board continues to believe that our cash conservation strategy is the necessary response to current market conditions, enabling us to protect shareholder value whilst preserving the Group's core production capabilities. The Board remains committed to the solar industry and believes that the medium term outlook for solar installations remains positive"

 

Iain Dorrity, Chief Executive Officer commented

"The Group will continue with its cash conservation strategy in 2014. At the same time our improved cost structure enables us to increase production output in order to consolidate existing and to develop new customer relationships."

Enquiries:

PV Crystalox Solar PLC

+44 (0) 1235 437188

 

Iain Dorrity, Chief Executive Officer

Peter Finnegan, Chief Financial Officer

Matthew Wethey, Group Secretary 

 

About PV Crystalox

PV Crystalox Solar is a long established supplier to the global photovoltaic industry, producing multicrystalline silicon wafers for use in solar electricity generation systems.

 

Our customers, solar cell producers primarily in Asia, 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

Despite 2013 being another record year for global photovoltaic installations, PV market conditions continue to be challenging with pressure on pricing persisting. As a consequence PV Crystalox Solar has continued to protect shareholder value by operating in cash conservation mode, with a strong focus on cost control and inventory management.

 

Revenues of €71.4 million, which included wafer shipments and the trading of surplus polysilicon, were 54% higher than 2012. Looking at continuing operations, earnings before tax of €6.6 million improved from the €30.7 million loss in 2012. This increase in profitability was driven primarily by the impact of revised assumptions in respect of the onerous contract provision (including that market conditions at the end of 2013 were somewhat better than anticipated last year) which resulted in non cash income of €11.7 million in the statement of comprehensive income. Net cash at the year end was €39.2 million which was €50.2 million lower than the €89.4 million held at the end of 2012, reflecting the return to shareholders of €36.3 million, and the payment made to the management buy-in team at Bitterfeld of €12.3 million. Operating cash flow on continuing operations was €4.4 million.

 

At the General Meeting in September 2013 shareholders approved the move of the Company's listing from Premium to Standard on the Official List and this change took place on 10 October 2013. This enabled the Company to undertake the return of cash in a tax efficient manner. Additionally, it will enable the Company to implement any other transactions which might be in the interests of the Company, such as acquisitions or disposals, in a shorter timescale and at a lower expense.

 

A standard listing requires a company to comply with a minimum level of regulatory requirements, but does not require compliance with super-equivalent provisions of the Listing Rules which apply only to companies with a premium listing. Despite this reduction in governance requirements, I am pleased to say that we have chosen to report, as we have previously, on a "comply or explain" basis against the UK Corporate Governance Code (September 2012) (the "Code").

 

Return of cash

In December we completed a return of cash to all shareholders amounting to €36.3 million (7.25 pence per share), by way of a B and C share scheme, which gave shareholders (other than certain overseas shareholders) a choice between receiving cash in the form of income or capital. The return of cash was accompanied by a 5 for 13 share consolidation to maintain broad comparability of the share price and return per share before and after the creation of the B and C shares.

 

Our people

Our radical restructuring in 2013 required a significant reduction in our staff numbers from 299 at the end of 2012 to 88 at the end of 2013. Of those who left around 50 were able to join the new management buy in company at Bitterfeld. Our employees are one of the Group's key strengths and are vital in ensuring that we retain our core production capabilities. I would like to thank them for their continuing outstanding commitment and contribution. I would like also to thank those employees who left for the significant contribution they made to the Group and for their professionalism during the previous years.

 

I would particularly like to thank: Hubert Aulich, who retired from his role as executive director of German operations and left the Board in May 2013; and Peter Finnegan, the Chief Financial Officer ("CFO"), who informed the Board in March 2014 that he will retire from the Group on 31 May 2014 and accordingly will not stand for re-election at this year's Annual General Meeting. Peter has been involved with the Group since 1985, became CFO immediately prior to the IPO in 2007 and has made an outstanding contribution to the Group's development and progress. The Board expresses its gratitude to Peter for his contribution to the success of the Group and wishes him well for the future.

 

I am pleased to advise that the Board has appointed Matthew Wethey as the new CFO in addition to his role as Group Secretary. Matthew is a chartered accountant with 20 years' business experience who joined the Group in January 2009. He will not be an executive director of the Company and thus the Company will comply with the provisions of the Code in relation to size and composition of the Board from June 2014.

 

I confirm that all other directors are standing for re-election at this year's Annual General Meeting in line with the recommendations of the Code.

 

The Board continues to believe that our cash conservation strategy is the necessary response to current market conditions, enabling us to protect shareholder value whilst preserving the Group's core production capabilities. The Board remains committed to the solar industry and believes that the medium term outlook for solar installations remains positive.

 

 

 

John Sleeman

Chairman

19 March 2014

CEO Statement

Summary

 

2013 has seen significant growth in global PV installations and some modest improvement in the industry environment. Prices across the value chain showed some slight recovery towards the end of the year following two years of continuous price declines. This improvement has continued into 2014 but wafer prices remain below industry production costs as polysilicon prices have been rising at a faster rate.

 

Following a strategic review in late 2012, the Group has completed a radical restructuring during 2013 whilst retaining core production capabilities and has stabilised its financial position. The Group restructuring involved a reduction in production output at the UK ingot and German wafer operations, with a corresponding reduction in personnel, and the disposal of the Group's polysilicon production facility in Bitterfeld, Germany to a management buy-in team. The facility and staff were transferred together with associated obligations and liabilities including those relating to the repayment of grants, subsidies and closure costs in return for a cash payment of €12.3 million from the Group. This transaction was an improvement on the alternative shutdown scenario as it resulted in lower cash outflows for the Group and also enabled some jobs to be retained under the new management.

 

In view of the challenging market pricing and intensely competitive industry environment the Group continued to operate in cash conservation mode during 2013; maintaining production at low levels while focusing on internal cost reduction, quality improvement programmes and inventory management. Wafer shipments of 211MW1 were significantly higher than shipments in the previous year (2012:115MW) and also higher than our production output as the Group took the opportunity to expand its customer base and to reduce inventories to normal levels.

 

During 2007-2008, Group companies entered into a number of long-term agreements with customers to supply wafers at prices which are considerably above current market levels. In view of the market conditions, our strategy has always been to reach accommodation where possible with these long-term contract customers although some have exited the industry either voluntarily or through insolvency. Five contracts of this type remained at the start of 2013, but only two were active during 2013. Neither of these contracts will continue in 2014 as one has now expired and a settlement of the other has been concluded. The overall importance of these long term contracts was much reduced as we have successfully developed new customers during 2013. Sales at a premium to spot prices under these contracts accounted for only 34% of wafer shipment volumes in 2013.

 

__________[1] In order to reflect improvements in industry cell efficiencies wafer shipments have been converted to MW assuming a cell efficiency of 17% rather than 16% as in previous years. For comparison purposes 2012 shipments have been restated using 17% efficiency

 

 

The Group has two other contracts where customers have entered insolvency and shipments stopped in 2011 and 2012 respectively. We have registered claims with the respective administrators and expect to conclude settlements during the next twelve months. Negotiations with the final remaining long-term contract customer are progressing with the aim of reaching agreement to resume wafer supply. In the absence of any agreement it will be necessary to seek resolution through arbitration under the auspices of the International Court of Arbitration.

 

In common with most PV companies, the Group has long-term contractual commitments for purchase of polysilicon which were made to secure supply necessary to service long term wafer supply contracts. As in previous years we continued to be successful in reaching agreement with our suppliers during 2013 to adjust volumes and prices on a periodic basis. Nevertheless, as a consequence of the reduced wafer production levels it was still necessary for the Group to trade excess polysilicon during the year in order to manage inventory levels. The Group has been successful in reaching accommodation with both suppliers in the year to date.

 

The year ahead

Considerable progress was achieved during 2013 in lowering our wafer production costs, both internally and at our subcontractor in Japan where the weakening of the Japanese yen was also beneficial. As a result of these cost reductions and the modest price improvement seen in late 2013 and early 2014, our cash cost of wafer production is now closer to market prices. In view of this improved cost structure, the Group decided to increase production output during the first quarter of 2014 to take advantage of the improved market situation and to consolidate links with our new customers. Initially we are doubling our production output compared to 2013 and this has necessitated some recruitment of production personnel in UK and Germany. This expansion will enable wafer shipments to be maintained at 2013 levels when sales volumes were boosted by shipments from inventory.

The Group will look to conclude settlements with the administrators of the two long term contract customers in insolvency and also to conclude negotiations with the remaining long term contract customer so that wafer shipments can resume. The Group will look to reinforce relationships with those new customers where trading started in 2013 and to develop new customers as opportunities allow.

As in previous years the Group will continue to negotiate with our polysilicon suppliers in order to adjust prices and volumes on a periodic basis. The Group expects to use increasing quantities of polysilicon for our expanding wafer production, however, it will trade excess polysilicon as required to manage inventory levels.

Iain Dorrity

Chief Executive Officer

19 March 2014

Operational Review

Market Drivers

According to the European Photovoltaic Industry Association (EPIA), global PV installations grew to 37GW in 2013, a 35% rise over the previous year. China and Japan were the two leading markets and together accounted for 49% of installations as the market continued its transition from a European-dominated environment to a global market. New European installations were 10GW, down 43% on 2012 as demand in several key markets such as Germany and Italy continued to decline.

Cumulative PV installations in Japan passed the 10GW landmark in August 2013 making Japan only the fifth country to reach this milestone joining Germany, Italy, China, and the US. The latter two only reached the milestone during the first half of 2013. Growth in Japan has been stimulated by the generous incentive programme that started in July 2012 whereby Japan's feed in tariff in fiscal 2013 was 37.8 Yen (US$0.38)/kWhr for 20 years, which is more than twice the tariffs on offer in China and Germany.

China was the leading global market and installed 11.3GW. No country has ever added more than 8GW of solar power in a single year prior to 2013, and China's record outstripped even the most optimistic forecasts of 12 months ago. The Chinese State Council backed up targets recently announced by the State Grid, and has set a cumulative target of 35GW of installed capacity by 2015. This represents a 14GW increase on the previously stated 2015 target of 21GW and provides further support for its substantial domestic manufacturing industry. The Chinese government is targeting 14GW of additional PV capacity in 2014.

The dramatic decline in PV industry pricing during the last two years led to claims of unfair trade practices and to anti-dumping investigations in the USA, China and Europe. In November 2012 the U.S. International Trade Commission ("USITC") judged that Chinese producers/exporters had sold solar cells at below fair market value and had materially damaged the US PV industry. Duties ranging from 24% to 254% were imposed. The enquiries in China and Europe have recently been concluded although with varying outcomes.

In July 2013 China's Ministry of Commerce ("MOFCOM") announced that a probe launched last year had found that polysilicon imports into China were damaging domestic manufacturers. Provisional anti-dumping duties ranging from 2.4% to 57% were imposed against solar-grade polysilicon imports from South Korea and the United States.

The European Commission launched investigations in September 2012 and concluded that Chinese producers were dumping wafers, cells and modules into the EU market and that the fair market value was 88% higher than current prices. Exports of PV products from China to the EU totalled €21 billion in 2011, making the case the largest unfair-trade probe ever started by the EU. While provisional antidumping duties of 11.8% were imposed in June 2013 with a further threatened increase to an average 47%, the EU abruptly changed its stance in August 2013 and accepted an undertaking by Chinese PV companies to set a minimum import price. While details remain unclear, this price is apparently almost half the level originally deemed necessary to remedy the injury from dumping. An import quota of 7GW will also apply, above which duties will be imposed.

Following a period of calm in the latter part of 2013, PV industry trade disputes have erupted again in January 2014 with the US government officially opening another anti-dumping and anti-subsidy investigation into Chinese solar products imported into the US. The decision by USITC follows a petition at the end of 2013 in which it claimed that existing anti-dumping levies, averaging 31%, were being circumvented by China's manufacturers who are exploiting a loophole by using cells from Taiwan and elsewhere for their modules. A preliminary determination of any countervailing and antidumping duties is not expected until June at the earliest.

China responded swiftly, even before the US decision was finalised, by imposing fresh duties on imports of polysilicon from the US and which will be applied for five years.

 

Operational Review of 2013

On account of the depressed market prices, excess inventory and our cash conservation strategy, wafer production output was maintained at low levels during 2013. We operated at below 20% of our maximum 750MW capacity but actual sales volumes of 211MW were almost twice our production output as the Group was able to supply customers from inventory. As a result wafer inventories were reduced to almost optimum levels by the end of 2013.

The Group restructuring involved a reduction in production levels and headcount at each of the Group's manufacturing sites in UK and Germany and its sales office in Japan. The Group retained its core ingot, block and wafer production facilities although the majority of the value of production equipment was written down as an impairment charge in 2012.

· In the UK where the Group's ingot and block production facilities are located headcount was reduced by 65%, two of the four production plants were mothballed and production cut such that operations continued at less than 20% of the 750MW capacity.

· In Erfurt, Germany, the wafering operation suffered a 52% headcount reduction, the mothballing of the majority of the wafering wire saws and a significant cut in output.

· In Bitterfeld, Germany, polysilicon production at the plant was suspended in November 2011, from which time the plant operated in idle mode. A decision to permanently discontinue operations at the plant was taken at the end of 2012. The Group commenced consultation with its employees as part of the shut down process. However, during this process an agreement was reached for the disposal of the plant to a management buy-in team. The facility and staff were transferred together with associated obligations and liabilities including those relating to the repayment of grants, subsidies and closure costs in return for a cash payment of €12.3 million from the Group. This transaction was an improvement on the alternative shutdown scenario as it resulted in lower cash outflows for the Group and also enabled some jobs to be retained under the new management.

· In Japan there was a headcount reduction of 29% and the operation relocated to smaller office premises in December 2013.

 

During the year the Group remained in cash conservation mode and was successful in achieving internal cost reductions, quality improvements and lowering inventory levels.

· Internal costs were reduced through a number of activities including: successful negotiation with our polysilicon suppliers on price and volumes; disposal of the Group's polysilicon facility at Bitterfeld; improvements in the efficiency of the wafer production activities at Erfurt; and negotiating lower costs with our wafering sub-contractor in Japan which also benefited from a weakening Japanese yen.

· The Group undertook quality improvement programmes in the UK which focused on optimisation of the ingot crystallisation process and which has enabled us to offer higher efficiency wafers that command a premium price.

· We reduced levels of polysilicon and wafer inventory and at the year end they are now close to optimum levels.

 

A description of 2013 developments with our customers and polysilicon suppliers is included in the Chief Executive's statement.

 

Outlook

 

Double digit growth is expected for the PV market in 2014 with some analysts expecting global installations to exceed 50GW, up from the 37GW achieved in 2013. Pressure on pricing is likely to remain although some market tightness may positively impact sales prices as supply and demand come closer to balance later in the year.

The Board continues to be mindful of the challenging market situation and the increasingly dominant role of Chinese players in the PV industry and does not expect the underlying business to return to profitability during 2014. Nevertheless it is taking cautious steps to position the Group to take advantage of any further improvement in market conditions. The Group has a healthy net cash balance and the restructuring carried out together with the progress achieved in cost reductions during 2013 will enable the Group to compete more effectively and provide the opportunity to broaden its customer base in 2014.

 

 

 

Iain Dorrity

Chief Executive Officer

19 March 2014

Financial Review

"The Board believes that its ongoing strategy will enable the Group to operate within its net cash reserves for the foreseeable future and accordingly be in a strong position to take advantage of improving market conditions at the appropriate time"

 

Summary of Financial Review

· In 2013 Group revenue increased by 54.2% to €71.4 million

· Profit for the year from continuing operations was €6.2 million (2012 restated: a loss of €41.3 million)

· Profit attributed to equity owners of the parent was €3.7 million (2012: a loss of €121.4 million)

· In December the Group returned €36.3 million to shareholders under a B/C share scheme

· The Group's net cash position at year end was €39.2 million

· Operating cash flow from continuing operations was €4.4 million

 

The presentation of the financial statements has been amended for 2013 following the disposal of the polysilicon facility at Bitterfeld which is classed as a discontinued operation. The consolidated statement of comprehensive income and the consolidated cash flow statement have been split between continuing operations and discontinued operations. The 2012 comparatives have been restated to exclude the discontinued operations. Comments below, unless expressly stated, refer to the continuing operations.

 

In 2013 Group revenue increased by 54.2% to €71.4 million (2012: €46.3 million) due to higher wafer sales volumes, including a large proportion of its surplus wafer inventories, and increased trading of surplus polysilicon feedstock.

 

During the year the Group generated an EBIT of €10.5 million (2012 restated: loss of €30.0 million). This increase in profitability was driven primarily by the impact of revised assumptions in respect of the onerous contract provision (including that market conditions at the end of 2013 were somewhat better than anticipated last year) which resulted in non cash income of €11.7 million in the statement of comprehensive income. The onerous contract provision was created in 2011 and updated in 2012 as non cash charges to the cost of material in respect of the onerous nature of the Group's long-term polysilicon supply agreements. The onerous contract provision unwinds from period to period as the related contracts move towards expiry. Details of the onerous contract provision are discussed later in this review and details of the movement in the onerous contract provision are set-out in Note 22 of the financial statements.

Net interest expense was €3.9 million (2012 restated: €0.7 million). This was made up of a charge of €4.6 million in respect of the unwinding of the discount rate used in the calculation of the Group's onerous contract provision and interest charged on Group borrowings and pension commitments of €0.1 million, which was partly offset by interest income of €0.8 million.

 

The income tax charge of €0.4 million is mainly due to tax on interest received which cannot be off-set against trading tax losses brought forward. The prior year tax charge of €10.6 million was mainly the result of the reversal of deferred tax assets relating to previously recognised tax losses. These losses are still available for off-set against future trading profits, but these are unlikely to be utilised in the immediate future.

 

The profit attributable to equity owners in the year of €6.24 million on continuing operations was offset by losses of €2.58 million on discontinued operations to give an overall profit attributable to equity owners in the year of €3.66 million, which equates to a profit per share of €0.01. In 2012 the loss on the restated continuing operations of €41.3 million and the loss of €80.1 million on discontinued operations gave an overall loss attributable to the equity owners of €121.4 million, which equates to a loss per share of €0.299.

 

The Group's net cash position at year end was €39.2 million which was €50.2 million lower than the net position of €89.4 million at the start of the year. The main outflows in the year were the €36.3 million cash return to shareholders, of £0.0725 (approximately €0.087) per share under a B/C Share Scheme, and outflows of €15.8 million in respect of the discontinued operations.

 

When earnings before taxes of €6.6 million are adjusted for non cash movements (mainly the decrease in provisions of €31.7 million and the reversal of the net interest expense, relating to the discounting of the onerous contract provision, of €3.9 million) the adjusted cash loss before tax from continuing operations was €21.7 million. The Group was successful in releasing €24.2 million of cash from working capital mainly due to the reductions in inventories (€21.0 million) and polysilicon feedstock advance payments (€9.5 million) partially offset by the increase in debtors of €5.7 million. This gives net cash inflows from operating activities of €4.4 million when the effects of inflows from income taxes of €1.1 million and interest received of €0.8 million are included. After deducting cash used in investing activities of €1.4 million and reversing out interest received of €0.8 million the free cash inflow was €2.2 million. The Group's capital expenditure in the year was €0.1 million (2012 restated: €1.1 million). The cash conservation strategy had meant that there was no significant capital expenditure in the year and accordingly only essential items were purchased. Investment grants received in prior years were all in respect of the German operations as capital expenditure in the United Kingdom does not qualify for such grants.

 

 

Further cash flows were due to the cash return to shareholders of €36.3 million, the amounts paid of €15.8 million in respect of the discontinued polysilicon operations and the effect of foreign exchange rate changes on cash of €2.3 million. The cash outflows due to the discontinued operation consisted of adjusted cash losses of €0.7 million, an increase in working capital of €3.5 million and a payment to the management buy in team of €12.3 million.

 

Onerous contract provision (OCP)

The Group has long-term agreements for the purchase of its raw material, polysilicon, from two external suppliers that were entered into in 2008 and 2010. Given the significant decline in market prices for polysilicon and silicon wafers since the contracts were signed, the contracted cost of polysilicon under these agreements means the Group is likely to incur losses in respect of these contracts. Consequently the Board provided for the anticipated losses under these contracts taking into account the terms of the contracts and market conditions.

 

Group management has continued to negotiate and reach agreement with both suppliers as to volumes and price during 2013 and this will continue for the duration of the contracts. In addition, market conditions for the trading of surplus polysilicon were a little better than had previously been anticipated. The OCP has been recalculated as at 31 December 2013 taking into account the remaining contractual periods, the current and anticipated agreements with suppliers plus updated market conditions and the net effect has been the release of €11.7 million from the provision. Note 22 details the various movements in the provision during the year: the amount credited to the cost of materials totalled €24.4 million; the amount charged as finance cost was €4.6 million in respect of the unwinding of the discount factor (as there is one year less outstanding on the contracts); and the amount charged in respect of exchange differences was €5.7 million (as the provision is calculated in various currencies). The net provision was €26.5 million at the year-end (2012: €52.0 million).

 

Impairment

The Board assessed the carrying values of the Group's property, plant and equipment for impairment as at 31 December 2012. As a result of this assessment, an impairment charge was recognised in 2012 that reduced the carrying values of property, plant and equipment and intangibles by €82.5 million. Only €37.6 million of this amount related to that used in continuing operations and the remainder related to the discontinued operation that was disposed-off in June 2013. Accordingly, the Group's property, plant and equipment in respect of continuing operations had been largely written-down and the 2013 annual depreciation charge was a modest €0.4 million. It should be noted that the plant and equipment remains available for use and a significant increase in production can be achieved without a significant increase in capital expenditure or an increase in the annual depreciation charge.

 

Discontinued operations

In June 2013 the Group disposed of its polysilicon production facility in Bitterfeld, Germany, to a management buy-in team. The team acquired the facility and staff together with associated obligations and liabilities including those related to the repayment of grants, subsidies and closure costs in return for a cash payment from the Group of €12.3 million. This transaction was preferable to shutting the facility as it resulted in lower cash outflows for the Group and enabled some jobs to be retained under the new management. Specifically, the disposal was preferable to closure because it gave certainty as to the timing and quantum of cash flows rather than the uncertainty inherent in closing a production facility and thereby dismissing employees, disposing of plant and equipment and selling land. Note 36 sets out the loss incurred at the polysilicon plant in the period prior to disposal of €2.6 million and the related operating cash outflow of €3.5 million in addition to the above mentioned payment on disposal of €12.3 million. The 2012 comparison numbers in the accounts have been restated to remove the prior year effect of this discontinued operation.

 

Going concern

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.

 

A description of the current market conditions and the Group's actions to conserve cash are included in the Strategic Report.

 

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 2014.

 

The Group has long-term contracts with two external suppliers for the purchase of polysilicon, our main raw material. The Group's management has been successful in reaching accommodation with these suppliers to secure periodic contract amendments and to adjust 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 surplus polysilicon and has been successful in this respect during 2013 and the first quarter of 2014.

 

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 flexed to match expected demand. 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 were reduced during 2013 following redundancies in the United Kingdom and Germany at the beginning of the year. The Group has also reduced other costs through negotiation with suppliers and by achieving greater efficiencies within the Group's operations.

 

As a result of these actions and related modelling assumptions the Group's base plans indicate that the Group will be able to operate within its net cash reserves for the foreseeable future.

 

On 31 December 2013 there was a net cash balance of €39.2 million, comprising cash or cash equivalents of €39.9 million and short term loans of €0.7 million. The current borrowings are in Japanese yen and are subject to certain covenants on the Japanese subsidiary company (including interest cover, profitability, and receivables 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 twelve 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.

 

 

The Board believes that its ongoing strategy will enable the Group to operate within its net cash reserves for the foreseeable future and accordingly be in a strong position to take advantage of improving market conditions at the appropriate time.

 

Dr Peter Finnegan

Chief Financial Officer

19 March 2014

 

 

Consolidated financial statements:

 

 

2013

Total

 

€'000

Consolidated statement of comprehensive income

for the year ended 31 December 2013

 

 

 

Notes

 

 

2012

Total

RESTATED*

€'000

Continuing operations:-

Revenues

71,442

46,305

Other income

2

2,696

101,202

Cost of material and services

Cost of material

3

(53,276)

(116,780)

Cost of services

3

(1,827)

(3,459)

Personnel expenses

Wages and salaries

4

(5,196)

(9,424)

Social security costs

4

(820)

(1,150)

Pension costs

4

(179)

(592)

Employee share schemes

4

(243)

(303)

Restructuring costs

4

(16)

(2,686)

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

(441)

(37,685)

Other expenses

5

(4,693)

(7,880)

Currency gains and losses

30

3,081

2,432

Profit / (Loss) before interest and taxes ("EBIT")

10,528

(30,020)

Finance income

6

796

820

Finance cost

6

(4,698)

(1,514)

Profit / (Loss) before taxes ("EBT")

6,626

(30,714)

Income taxes

7

(390)

(10,607)

Profit / (Loss) for the year from continuing operations

6,236

(41,321)

 

 

 

Discontinued operations:-

 

Loss for the year from discontinued operations

36

(2,577)

(80,080)

Profit / (Loss) attributable to equity owners of the parent

3,659

(121,401)

 

 

 

Other comprehensive income

Exchange differences on translating foreign operations

(4,974)

(1,258)

Total comprehensive income

Attributable to equity owners of the parent

(1,315)

(122,659)

 

 

Basic and diluted earnings / (loss) per share in Euro cents

 

From continuing operations

9

1.7

(10.2)

From discontinued operations

9

(0.7)

(19.7)

From profit / (loss) for the year

9

1.0

(29.9)

 

*Prior year figures have been restated due to the discontinued operations.

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

Consolidated financial statements:

Consolidated balance sheet

for the year ended 31 December 2013

 

 

Notes

2013

€'000

2012

€'000

Intangible assets

15

44

116

Property, plant and equipment

16

2,351

10,806

Pension surplus

27

108

41

Other long‑term assets

17

14,626

23,432

Deferred tax asset

18

-

190

Total non‑current assets

17,129

34,585

Cash and cash equivalents

10

39,900

94,680

Trade accounts receivable

11

13,473

10,333

Inventories

12

13,009

38,426

Prepaid expenses and other assets

13

11,504

14,060

Current tax assets

14

70

1,365

Total current assets

77,956

158,864

Total assets

95,085

193,449

Loans payable

19

690

5,284

Trade accounts payable

20

2,827

6,701

Deferred revenue

26

3,342

3,348

Accrued expenses

21

2,689

25,006

Provisions

22

12,594

23,559

Deferred grants and subsidies

23

152

210

Current tax liabilities

24

199

13

Other current liabilities

25

50

529

Total current liabilities

22,543

64,650

Accrued expenses

21

146

142

Provisions

22

13,969

33,763

Other long‑term liabilities

43

43

Total non‑current liabilities

14,158

33,948

Share capital

28

12,332

12,332

Share premium

50,511

75,607

Other reserves

25,096

-

Shares held by the EBT

(7,610)

(8,640)

Share‑based payment reserve

922

819

Reverse acquisition reserve

(3,601)

(3,601)

Retained earnings

4,067

36,693

Currency translation adjustment

(23,333)

(18,359)

Total equity

58,384

94,851

Total liabilities and equity

95,085

193,449

 

 

The accompanying notes form an integral part of these statements.

The financial statements were approved by the Board of Directors on 19th March 2014 and signed on its behalf by:

Dr Peter Finnegan Company number

Chief Financial Officer 06019466

 

Consolidated financial statements:

Consolidated statement of changes in equity

for the year ended 31 December 2013

 

 

Note

Share

capital

€'000

Share

premium

€'000

 

 

Other

reserves

€'000

Shares

held

by the

EBT

€'000

Share-based

payment

reserve

€'000

Reverse

acquisition

reserve

€'000

Retained

earnings

€'000

Currency

translation

adjustment

€'000

Total

equity

€'000

As at 1 January 2012

12,332

75,607

-

(8,640)

500

(3,601)

158,094

(17,101)

217,191

Dividends paid in the year

35

-

-

-

-

-

-

-

-

-

Share based payment charge

29

-

-

-

-

319

-

-

-

319

Transactions with owners

-

-

-

-

319

-

-

-

319

Loss for the year

-

-

-

-

-

-

(121,401)

-

(121,401)

Currency translation adjustment

-

-

-

-

-

-

-

(1,258)

(1,258)

Total comprehensive income

-

-

-

-

-

-

(121,401)

(1,258)

(122,659)

As at 31 December 2012

12,332

75,607

-

(8,640)

819

(3,601)

36,693

(18,359)

94,851

 

 

As at 1 January 2013

12,332

75,607

-

(8,640)

819

(3,601)

36,693

(18,359)

94,851

Shareholder return

35

-

-

-

-

-

-

(36,285)

-

(36,285)

Issue and redemption of B shares

28

-

(25,096)

25,096

-

-

-

-

-

-

Share based payment charge

-

-

-

-

103

-

-

-

103

Award of shares

-

-

-

119

-

-

-

-

119

B share capital in shares for the EBT

29

-

-

-

911

-

-

-

-

911

Transactions with owners

-

(25,096)

25,096

1,030

103

-

(36,285)

-

(35,152)

Profit for the year

-

-

-

-

-

-

3,659

-

3,659

Currency translation adjustment

-

-

-

-

-

-

-

(4,974)

(4,974)

Total comprehensive income

-

-

-

-

-

-

3,659

(4,974)

(1,315)

As at 31 December 2013

12,332

50,511

25,096

(7,610)

922

(3,601)

4,067

(23,333)

58,384

 

 

Consolidated financial statements:
Consolidated cash flow statement
for the year ended 31 December 2013

 

Note

2013

2012

€'000

€'000

CONTINUING OPERATIONS

Earnings before taxes

 6,626

(30,714)

Adjustments for:

Net interest expense

6

 3,902

 694

Depreciation and amortisation

15,16

 441

 16,834

Impairment charge

15,16

 -

 20,850

Inventory writedown

12

 681

 35,189

Charge for retirement benefit obligation and share based payments

27,29

 35

 436

(Decrease) / Increase in provisions

22

(31,747)

 35,581

(Gain) / Loss from the disposal of property, plant and equipment and intangibles

(1,072)

 103

Losses in foreign currency exchange

(500)

 500

(Recognition) / Derecognition of grants and subsidies

 20

 619

Change in deferred grants and subsidies

(57)

(1,529)

( 21,671)

 78,563

Changes in working capital

Decrease / (Increase) in inventories

12

 20,965

(32,421)

(Increase) / Decrease in accounts receivables

11,13

(5,731)

 21,946

Decrease in accounts payables and deferred income

20,21

(214)

(19,893)

Decrease in other assets

17

 9,508

 19,333

Decrease in other liabilities

25

(335)

(329)

 2,522

 67,199

Income taxes received

14

 1,118

 9,248

Interest received

 796

 820

Net cash from operating activities

 4,436

 77,267

Cash flow from investing activities

Proceeds from sale of property, plant and equipment

 1,190

 25

Repayment of investment grants and subsidies

23

(2,477)

( 4)

Payments to acquire property, plant and equipment and intangibles

15,16

(122)

(1,129)

Net cash used in investing activities

(1,409)

(1,108)

Cash flow from financing activities

Repayment of bank and other borrowings

19

(3,356)

(43,350)

Dividends paid

35

(36,285)

 -

Interest paid

6

(101)

( 190)

Net cash used in financing activities

(39,742)

(43,540)

Net change in cash and cash equivalents available from continuing operations

(36,715)

 32,619

 

Note

2013

2012

€'000

€'000

DISCONTINUED OPERATIONS

Earnings before taxes

(1,855)

(80,080)

Adjustments for:

Depreciation and amortisation

15,16

 38

 -

Impairment charge

15,16

(720)

 61,753

Inventory writedown

12

 -

 6,318

Derecognition of grants and subsidies

(18,452)

 5,193

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

 20,250

 12

Change in deferred grants and subsidies

(7,497)

(739)

(14,301)

Changes in working capital

Decrease / (Increase) in inventories

12

 816

(755)

Decrease in accounts payables and deferred income

20,21

(3,794)

(1,195)

Decrease in other assets

17

 366

 5,945

(Increase) / Decrease in other liabilities

25

(138)

 107

Net cash from operating activities

(3,489)

(10,199)

Cash flow from investing activities

Proceeds from investment grants and subsidies

23

 -

 8

Payments to dispose of property, plant and equipment and intangibles

15,16

(12,261)

(156)

Net cash used in investing activities

(12,261)

(148)

Net change in cash and cash equivalents available from discontinued operations

(15,750)

(10,347)

 

 

 

 

 

Cash generated from continuing and discontinuing operations

(52,465)

 22,272

Effects of foreign exchange rate changes on cash and cash equivalents

(2,315)

 744

Cash and cash equivalents at beginning of the year

 94,680

 71,664

Cash and cash equivalents at end of the year

 39,900

 94,680

 

 

 

 

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

Consolidated financial statements:

Notes to the consolidated financial statements

for the year ended 31 December 2013

 

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 profit and loss. These policies have been consistently applied to all years presented unless otherwise stated.

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

The Company's listing on the London Stock Exchange changed from premium to standard listing during 2013.

The financial statements for the year ended 31 December 2013 were approved by the Board of Directors on 19 March 2014.

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 charged 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 non‑current assets, the discounted cash flows used in impairment testing, the establishing of provisions for onerous contracts, taxes, share-based payment 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 the Group discloses 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 non-financial 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 current and, lack of certainty of, future profitability of other Group companies, the majority of property, plant and equipment has previously been written down to scrap value.

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.

Due to the lack of certainty around future profits, all deferred tax assets continue to be unrecognised in the year's balance sheet.

 

 

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 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 €26.5m (2012: €52.0m) 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 - inventory valuation

Given the 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 2014.

Basis of consolidation

The Group financial statements consolidate those of the Group and its subsidiary undertakings drawn up to 31 December 2013. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights.

The results of any subsidiary sold or acquired are included in the Consolidated Statement of Comprehensive Income up to, or from, the date control passes.

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

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 non‑redeemable 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 non-controlling interests have 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 including the continued suppression in spot prices of wafers during 2013 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 2014.

The Group has two remaining wafer supply contracts and although these in theory should give the ability to sell wafers at prices that are above current market spot prices during 2014 despite the difficult market environment, wafer sales to customers without long-term contracts are assumed in the business plan at values close to spot prices.

On the other hand, the Group has long-term contracts with two external suppliers for purchase of polysilicon, our main raw material, for volumes in excess of current reduced production requirements. The Group's management has been successful in reaching accommodation with these suppliers to secure periodic contract amendments and adjust 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 continues to sell excess polysilicon into the spot market.

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. In line with the Group's strategy of retaining flexibility in production levels, production can be brought back on stream when market conditions allow and this has started to happen in the first few weeks of 2014.

As a result of these modelling 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 2013 there was a net cash balance of €39.2 million, comprising cash or cash equivalents of €39.9 million and short‑term loans of €0.7 million. The borrowings are in Japanese Yen and security/comfort is given to the lender by the Japanese accounts receivable. The Group's plans are based upon remaining within its net cash balance and are not dependent upon these minimal 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 twelve 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 2013

· Amendment to IAS 1, 'Financial statement presentation', regarding other comprehensive income (effective 1 July 2012)

· Amendment to IAS 12,'Income taxes' on deferred tax (effective 1 January 2013)

· Amendment to IAS 19, 'Employee benefits' (effective 1 January 2013)

· Amendment to IFRS 1, 'First time adoption', on government loans (effective 1 January 2013)

· Amendment to IFRS 1 on hyperinflation and fixed dates (effective 1 January 2013)

· Amendment to IFRS 7, 'Financial instruments: Disclosures', on asset and liability offsetting (effective 1 January 2013)

· Annual improvements 2011 (effective 1 January 2013)

· IFRIC 20, 'Stripping costs in the production phase of a surface mine' (effective 1 January 2013)

· IFRS 13, 'Fair value measurement' (effective 1 January 2013)

The above has not made a material difference to the financial statements.

 

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.

· IFRS 10, 'Consolidated financial statements' (effective 1 January 2014)

· IFRS 11, 'Joint arrangements' (effective 1 January 2014)

· IFRS 12, 'Disclosures of interests in other entities' (effective 1 January 2014)

· Amendment to IAS 32, 'Financial instruments: Presentation', on asset and liability offsetting (effective 1 January 2014)

· IAS 27 (revised 2011), 'Separate financial statements' (1 January 2014)

· IAS 28 (revised 2011), 'Associates and joint ventures' (effective 1 January 2014)

· IFRS 9, 'Financial instruments' (effective 1 January 2015)

Intangible assets

Intangible assets are stated at cost net of accumulated amortisation. The Group's policy is to write off the difference between the cost of intangible assets systematically over their estimated useful life. Amortisation of intangible assets is recorded under 'Depreciation and impairment of property plant and equipment and amortisation of 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 straight‑line method over the expected economic life of the patents and licences (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.

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 straight‑line 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, five to ten years for plant and machinery and 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 non-financial 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. The asset is subsequently reviewed for possible reversal of the impairment at each reporting date.

The total amount of such impairments, included in the Statement of Comprehensive Income for this year is an impairment charge of nil (2012: €82.6m).

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

· short-term borrowing, overdrafts, and long‑term 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

· non‑interest 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 net of any advance payment held by the group where a right of offset exists; and

· cash and cash equivalents comprise cash balances and call deposits with maturities of less than three months together with other short‑term 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 on the accruals basis, using the effective interest method.

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 contingent liabilities 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 wafering operation is located in a region designated for economic development, the Group received both investment subsidies and investment grants. Government grants and subsidies relating to capital expenditure were credited to the "Deferred grants and subsidies" account and 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, were 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.

Responsibility for grants connected to the discontinued operation in Bitterfeld has been entirely passed to the new ownership company and the Group has no further liabilities in this regard.

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, discounted to present value. The resulting charge upon the discounting being unwound is recorded as a finance cost.

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 intra-group 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.

Finance income and costs

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.

Exceptional items

Exceptional 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.

Due to the current volatility in the PV industry and any (previously) unusual charges being in keeping with those of other similar companies, the Directors' believe that separate disclosure would not therefore be beneficial.

 

 

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).

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 incurred.

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 long‑term 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.

 

 

Share‑based payments

The Group has applied the requirements of IFRS2 (Share‑based Payments). The Group issues equity‑settled share‑based 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 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. Fair value is assessed using the Black Scholes method.

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

 

Return of cash to Shareholders

In December 2013 a Return of Cash was made to all shareholders amounting to €36.3m in cash (7.25 pence per share, equivalent to approximately 8.7 cents per share), by way of a B and C share scheme, which gave shareholders (other than certain overseas subsidiaries) a choice between receiving the cash in the form of income or capital. The Return of Cash was accompanied by a 5 for 13 share consolidation to maintain broad comparability of the share price and return per share of the ordinary shares before and after the creation of the B and C shares.

 

 

Shareholders' equity

Shareholders' equity is comprised of the following balances:

· share capital is comprised of 160,278,275 ordinary shares of 5.2 pence each, (following a share consolidation) 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;

· other reserves arising from the issue and redemption of B shares in 2013

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

· share‑based 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;

· the 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

2013

€'000

 

2012

€'000

restated

Recognition of accrued grants and subsidies for investments

57

1,529

Sale of freehold property

1,190

-

Customer payment upon cancellation of contract

-

90,633

Customer deposit realised as income on cancellation of contract

-

8,067

Research and development grants

494

389

Sale of non silicon product

159

24

Refunds

180

233

Insurance claims

2

20

Miscellaneous

614

307

2,696

101,202

 

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.

2013

€'000

 

2012

€'000

restated

Cost of raw materials, supplies and purchased merchandise

46,961

39,462

Change in finished goods and work in progress

17,286

1,133

Own work capitalised

-

(967)

Inventory writedowns

681

35,189

Onerous contract charge (see note 22)

(11,652)

41,963

Cost of materials

53,276

116,780

Cost of purchased services

1,827

3,459

Cost of services

1,827

3,459

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

 

 

4. Personnel expenses

2013

€'000

2012

€'000

Staff costs for the Group during the year - continuing operations

Wages and salaries

5,196

9,424

Social security

820

1,150

Pension costs

179

592

Employee share schemes

243

303

Restructuring costs

16

2,686

Total

6,454

14,155

Staff costs for the Group during the year - discontinued operations

Wages and salaries

787

3,076

Social security

229

736

Pension costs

2

5

Restructuring costs

-

2,193

Total

1,018

6,010

Total - continuing and discontinued

7,472

20,165

 

Included within pension costs of continuing operations are €nil (2012 €179k) relating to actuarial losses on defined benefit pension obligations.

 

Employees

The Group employed a monthly average of 112 employees during the year ended 31 December 2013 (2012: 209).

2013

Number

 

2012

Number

 

Germany

115

217

United Kingdom

33

87

Japan

5

7

153

311

Of which, relating to discontinued operations

41

102

 

 

2013

Number

 

2012

Number

 

Production

90

196

Administration

63

115

153

311

 

The Group employed 88 employees at 31 December 2013 (31 December 2012: 299).

Of which, relating to discontinued operations, nil at 31 December 2013 (31 December 2012: 98).

 

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

 

 

5. Other expenses

2013

€'000

2012

€'000

Derecognition of previously recognised grants and subsidies and interest thereon

-

619

Land and building operating lease charges

2,151

2,603

Repairs and maintenance

95

152

Selling expenses

13

23

Technical consulting, research and development

145

189

External professional services

1,225

2,117

Insurance premiums

280

380

Travel and advertising expenses

133

369

Bad debts

133

772

Staff related costs

47

150

Other

471

506

4,693

7,880

 

The following amounts were paid / are payable to the Group's auditors:

2013

€'000

2012

€'000

Fees payable to the Company's auditor and its associates for the audit of the parent company and consolidated financial statements

96

86

Fees payable to the company's auditor and its associates for other services:

- The audit of the Company's subsidiaries pursuant to legislation

114

185

- Audit-related assurance services

-

3

- Other assurance services

77

60

- Tax compliance services

-

10

287

344

 

Other assurance services relate to the restructure of the Group and the shareholder return.

 

6. Finance income and costs

Finance income and costs are derived/incurred on financial assets/liabilities and recognised under the effective interest method.

The resulting charge upon unwinding the discount charge on provisions is recorded as a finance cost.

2013

Total

€'000

 

2012

Total

€'000

restated

Finance income

796

820

Finance expense:

Expense of Group borrowings

(41)

(113)

Expense of pension commitment

(60)

(76)

Expense of unwinding provision discounting charge (Note 22)

(4,597)

(1,325)

Finance expense

(4,698)

(1,514)

 

 

 

 

7. Income taxes

2013

Total

€'000

2012

Total

€'000

Current tax:

Current tax on profit for the year

200

142

Adjustments in respect of prior years

-

(817)

Total current tax

200

(675)

Deferred tax (note 18):

Origination and reversal of temporary differences

-

(2)

Derecognition of previously recognised tax losses

190

11,284

Total deferred tax

190

11,282

Total tax charge

390

10,607

 

The total tax rate for the German companies is 32.275% (2012:31.575 %) in Erfurt and n/a% (2012: 29.125%) in Bitterfeld. The effective total tax rate in the United Kingdom was 23.25% (2012: 24.5%) and the total tax rate in Japan was 39.91 % (2012: 39.91 %). These rates are based on the legal regulations applicable or adopted at the balance sheet date.

The Finance Act 2012, included legislation to reduce the main rate of corporation tax in the UK to 23% with effect from 1 April 2013. The Finance Act 2013, included legislation to further reduce the main rate of corporation tax in the UK to 21% with effect from 1 April 2014 and to 20% with effect from 1 April 2015. As these changes were substantively enacted during the year, they have been reflected in these financial statements.

The German rate will be unchanged in 2014, in Japan it is expected the total rate will fall to 37.11% from 2016 onwards.

The impact of these changes on net deferred tax liabilities at 31 December 2013, profit for the year (underlying and statutory) and comprehensive income for the year has not been significant. The impact of these further changes is not expected to be material.

 

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

2013

€'000

 

2012

€'000

restated

Profit / (Loss) before tax

6,626

(30,714)

Expected income tax expense at UK tax rate 23.25 % (2012: 24.5 %)

1,541

(7,525)

Adjustments for foreign tax rates

(474)

3,686

Taxation on intercompany sale of the shares

183

-

Income not subject to tax

(86)

(28)

Derecognition of previously recognised tax losses

190

11,284

Unrelieved tax losses

1,374

3,809

Adjustments in respect of prior year

-

(817)

Chargeable gains

152

-

Utilisation of tax losses and other deductions

(2,391)

-

Expenses not deductible for tax

(99)

170

Other tax effects

-

28

Total tax charge

390

10,607

 

 

 

 

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 the production and supply of one product, multicrystalline silicon wafers. Accordingly, the board reviews the performance of the group as a whole and there is only one operating segment. Disclosure of reportable segments under IFRS8 is therefore not made.

Geographical information 2013

Japan

€'000

China

€'000

Rest of

Asia

€'000

Germany

€'000

United

Kingdom

€'000

Rest of

Europe

€'000

Rest of World

€'000

Group

€'000

Revenues

By entity's country of domicile

17,463

-

-

12,681

41,298

-

-

71,442

By country from which derived

17,356

2,952

18,214

9,560

30

8,351

14,979

71,442

Non‑current assets*

By entity's country of domicile

403

-

-

1,085

15,533

-

-

17,021

 

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

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

1. 16,813 (Japan);

2. 14,979 (Rest of World); and

3. 9,575 (Germany).

Geographical information 2012 (restated)

Japan

€'000

China

€'000

Rest of

Asia

€'000

Germany

€'000

United

Kingdom

€'000

Rest of

Europe

€'000

Rest of World

€'000

Group

€'000

Revenues

By entity's country of domicile

17,086

-

-

7,926

21,293

-

-

46,305

By country from which derived

17,086

13,180

7,668

3,488

15

4,868

-

46,305

Non‑current assets*

By entity's country of domicile

440

-

-

9,445

24,469

-

-

34,354

* Excludes: financial instruments, deferred tax assets and post‑employment 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. 17,049 (Japan);and

2. 13,178 (China).

 

 

9. Earnings per share

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

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

2013

2012

Basic shares (average)

381,393,715

405,891,335

Basic profit per share - continuing operations (Euro cents)

1.7

(10.2)

Basic loss per share - discontinued operations

(0.7)

(19.7)

Basic earnings / (loss) per share (Euro cents)

1.0

(29.9)

Diluted shares (average)

383,849,862

405,891,335

Diluted profit per share - continuing operations (Euro cents)

1.7

(10.2)

Diluted loss per share - discontinued operations

(0.7)

(19.7)

Diluted earnings per share (Euro cents)

1.0

(29.9)

 

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

2013

2012

Shares in issue (see note 28)

416,725,335

416,725,335

Weighted average number of EBT shares held

(10,740,873)

(10,834,000)

Share consolidation (including EBT shares)

(24,590,747)

-

Weighted average number of shares for basic EPS calculation

381,393,715

405,891,335

Dilutive share options

2,456,147

-

Weighted average number of shares for fully diluted EPS calculation

383,849,862

405,891,335

 

10. Cash and cash equivalents

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

 

 

As at 31 December

2013

€'000

2012

€'000

Cash at bank and in hand

30,486

33,322

Short-term bank deposits

9,414

61,358

39,900

94,680

 

 

11. Trade accounts receivable

As at 31 December

2013

€'000

2012

€'000

Japan

5,706

9,459

Germany

3,638

711

United Kingdom

4,129

163

13,473

10,333

 

All receivables have short‑term maturity. During the year, receivables of €133,238 (2012: €771,648 ) were written off.

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

2013

€'000

2012

€'000

Not more than three months

527

252

Three months - six months

-

-

Six months - nine months

-

147

 

These amounts represent the Group's maximum exposure to credit risk at the year end. All amounts outstanding as at 31 December 2013 were received in January 2014.

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'.

As at 31 December

2013

€'000

2012

€'000

Finished products

4,440

18,674

Work in progress

3,361

6,413

Raw materials

5,208

13,339

13,009

38,426

 

Inventory writedowns of €0.7 m in 2013 are included in cost of materials (2012 restated: €35.2m).

 

 

 

 

13. Prepaid expenses and other assets

As at 31 December

2013

€'000

2012

€'000

Subsidies due

-

394

VAT

1,684

1,316

Prepaid expenses

9,705

11,444

Energy tax claims

64

149

Other current assets

51

757

11,504

14,060

 

Prepaid expenses primarily comprise polysilicon feedstock deposits.

14. Current tax assets

As at 31 December

2013

€'000

2012

€'000

Income tax recoverable

70

1,365

 

Income tax recoverable relates to tax paid at source on interest received (2013) and prior year profits that is expected to be recovered against later year losses (2012).

 

 

 

15. Intangible assets

Patents

and

licences

€'000

Software

under

development

€'000

 

Total

€'000

Cost

At 1 January 2013

1,526

-

1,526

Disposals

(406)

-

(406)

Net effect of foreign currency movements

(59)

-

(59)

At 31 December 2013

1,061

-

1,061

Accumulated amortisation

At 1 January 2013

1,410

-

1,410

Charge for the year

60

-

60

Disposals

(406)

-

(406)

Net effect of foreign currency movements

(47)

-

(47)

At 31 December 2013

1,017

-

1,017

Net book amount

At 31 December 2013

44

-

44

At 31 December 2012

116

-

116

 

Patents

and

licences

€'000

Software

under

development

€'000

 

Total

€'000

Cost

At 1 January 2012

1,587

10

1,597

Additions

27

-

27

Reclassification

10

(10)

-

Disposals

(63)

-

(63)

Net effect of foreign currency movements

(35)

-

(35)

At 31 December 2012

1,526

-

1,526

Accumulated amortization

At 1 January 2012

1,089

-

1,089

Charge for the year

215

-

215

Impairment

132

-

132

Disposals

(2)

-

(2)

Net effect of foreign currency movements

(24)

-

(24)

At 31 December 2012

1,410

-

1,410

Net book amount

At 31 December 2012

116

-

116

At 31 December 2011

498

10

508

 

 

16. Property, plant and equipment

Freehold

land and

buildings

€'000

Plant and

machinery

€'000

Other

furniture and

equipment

€'000

Assets under

construction

€'000

Total

€'000

Cost

At 1 January 2013

12,955

184,595

6,972

1,141

205,663

Additions

-

81

43

(2)

122

Reclassification

-

1,093

-

(1,093)

-

Disposals

(12,948)

(105,767)

(2,449)

(46)

(121,210)

Net effect of foreign currency movements

(7)

(1,069)

(103)

-

(1,179)

At 31 December 2013

-

78,933

4,463

-

83,396

Accumulated depreciation

At 1 January 2013

12,312

174,949

6,554

1,042

194,857

Charge for the year

2

317

100

0

419

Reclassification

-

995

-

(995)

-

On disposals

(12,307)

(98,334)

(2,413)

(46)

(113,100)

Net effect of foreign currency movements

(7)

(1,044)

(79)

(1)

(1,131)

At 31 December 2013

-

76,883

4,162

-

81,045

Net book amount

At 31 December 2013

-

2,050

301

-

2,351

At 31 December 2012

643

9,646

418

99

10,806

 

Assets under construction related to future plant and machinery yet to be bought into production at which point they are reclassified as such.

 

16. Property, plant and equipment continued

Freehold

land and

buildings

€'000

Plant and

machinery

€'000

Other

furniture and

equipment

€'000

Assets under

construction

€'000

Total

€'000

Cost

At 1 January 2012

12,944

175,175

7,105

8,142

203,366

Additions

4

141

32

1,082

1,259

Reclassification

-

8,250

4

(8,254)

-

Disposals

-

(27)

(163)

-

(190)

Net effect of foreign currency movements

7

1,056

(6)

171

1,228

At 31 December 2012

12,955

184,595

6,972

1,141

205,663

Accumulated depreciation

At 1 January 2012

1,363

90,827

3,262

-

95,452

Charge for the year

409

15,483

727

-

16,619

Impairment

10,536

68,209

2,685

1,042

82,472

On disposals

-

(27)

(85)

-

(112)

Net effect of foreign currency movements

4

457

(35)

-

426

At 31 December 2012

12,312

174,949

6,554

1,042

194,857

Net book amount

At 31 December 2012

643

9,646

418

99

10,806

At 31 December 2011

11,581

84,348

3,843

8,142

107,914

 

Assets under construction related to future plant and machinery. Capital commitments at 31 December 2012 relating to this amounted to €0.1 million.

 

17. Other long‑term assets

As at 31 December

2013

€'000

2012

€'000

Polysilicon feedstock deposits (covering periods to 31 March 2018)

14,301

23,098

Prepaid expenses

68

76

Other assets

257

258

14,626

23,432

 

 

 

18. Deferred taxes

 

Analysis of deferred tax assets and liabilities:

 

2013

€'000

2012

€'000

 

Tax loss carried forward

-

190

 

 

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 2013 there were unrecognised potential deferred tax assets in respect of losses of €48.1m (2012: €50.6m).

 

 

The gross movement on the deferred income tax account is as follows:

 2013

 2012

 €'000

€'000

At 1 January

190

11,137

Exchange differences

-

335

Derecognition of deferred tax assets

(190)

(11,284)

Income statement charge

-

2

At 31 December

 

-

190

 

The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Deferred tax liabilities

Elimination

of intra-

company

losses

Other

Total

At 1 January 2012

7,986

 197

8,183

Credited to the income statement

(8,251)

(197)

(8,448)

Exchange differences

265

-

265

At 31 December 2012

-

-

-

At 31 December 2013

-

-

-

Deferred tax assets

 Elimination of intra-company gains

 Tax losses

Impairment

Losses

Other

Total

At 1 January 2012

-

10,950

8,118

252

19,320

Charged/(credited) to the income statement

-

(11,094)

(8,384)

(252)

(19,730)

Exchange differences

-

334

266

-

600

At 31 December 2012

-

190

-

-

190

(Credited)/charged to the income statement

-

(190)

-

-

(190)

Exchange differences

-

-

-

-

-

At 31 December 2013

-

-

-

-

-

 

 

 

 

19. Loans payable

As at 31 December

2013

€'000

2012

€'000

Underwriter

Maturity

Interest rate

Sumitomo Mitsui Banking Corporation ("SMBC")

690

5,284

01/14

0.95%

 

All current loans are in Japanese Yen.

Security/comfort for the SMBC loans is provided by the Japanese accounts receivable, details of which can be found in note 11. This facility has been reduced upon renewal in line with the lower receivables.

 

20. Trade accounts payable

As at 31 December

2013

€'000

2012

€'000

Japan

853

2,141

United Kingdom

1,348

3,527

Germany

626

1,033

2,827

6,701

 

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

21. Accrued expenses

2013

€'000

2012

€'000

Rents and ancillary rent costs

295

343

Repayment of grants and subsidies including interest thereon

-

21,302

Contract volume penalties

1,153

1,529

Other accrued expenses

1,241

1,832

Current accruals

2,689

25,006

Non‑current accruals

146

142

Total accruals

2,835

25,148

 

 

 

22. Provisions

Movement in provisions is shown below:

Warranty provisions

Restructuring costs

Onerous contract provision

Total

€'000

€'000

€'000

€'000

Provisions brought forward

33

5,242

52,047

57,322

Unwinding of discount factor

-

-

4,597

4,597

Charged / (credited) to the Statement of comprehensive income

4

(2,179)

(11,652)

(13,827)

Exchange differences

-

-

(5,736)

(5,736)

Utilised

-

(3,063)

(12,730)

(15,793)

Provisions carried forward

37

-

26,526

26,563

Warranty provisions

Restructuring costs

Onerous contract provision

Total

€'000

€'000 

€'000

€'000

Short term element

37

-

12,557

12,594

Long term element

-

-

13,969

13,969

Provisions carried forward

37

-

26,526

26,563

 

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

Restructuring cost provision is for the costs of the announced Group restructure.

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 one and three 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

2013

€'000

2012

€'000

Investment grants

152

210

Current portion

152

210

 

 

24. Current tax liabilities

As at 31 December

2013

€'000

2012

€'000

United Kingdom

43

-

Germany

155

13

Japan

1

-

199

13

 

Current tax liabilities comprise both corporation and other non‑VAT 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

2013

€'000

2012

€'000

VAT liability

-

99

Payroll liabilities

23

170

Other liabilities

27

260

50

529

 

26. Deferred revenue

Where appropriate the Group enters into long‑term contracts with its customers and may request payment deposits from them ahead of the supply of goods. At 31 December 2013, such deposits amounted to €3.3 million from one customer (2012: €3.3) million from three customers).

As at 31 December

2013

€'000

2012

€'000

Current

3,342

3,348

 

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

Ordinary shares of 5.2 pence each (2012: 2.0 pence)

 

2013

Shares

2013

€'000

2012

Shares

2012

€'000

Allotted, called up and fully paid

At 1 January

Share consolidation (note 35)

At 31 December

416,725,335

(256,446,360)

160,278,975

12,332

-

12,332

416,725,335

-

416,725,335

 12,332

-

12,332

At 31 December 2013, 4,100,326 shares were held by the EBT (2012: 10,834,000). The market value of these shares was €712k (2012: €1,524k).

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.

'B' Shares at 7.25p each

2013

Shares

2013

€'000

2012

Shares

2012

€'000

Issued and fully paid

At 1 January

Issue of 'B' shares

Redemption of 'B' Shares

At 31 December

-

288,216,112

(288,216,112)

-

-

25,096

(25,096)

-

-

-

-

-

-

-

-

-

On 27 November 2013, 288,216,112 'B' shares were issued at 7.25p each, resulting in a total of €25.096m (£20.896m) being credited to the 'B' share capital account in 'other reserves'. On 4 December 2013, 288,216,112 'B' shares were redeemed at 7.25p each and an amount of €25.096m (£20.896m) was deducted from the 'B' share capital account in 'other reserves'.

 

'C' Shares/Deferred shares at 0.0000001p each

2013

Shares

2013

€'000

2012

Shares

2012

€'000

Issued and fully paid

At 1 January

Issue of 'C' shares

At 31 December

-

128,509,223

128,509,223

-

-

-

-

-

-

-

-

-

On 27 November 2013, 128,509,223 'C' shares were issued at 0.0000001p each, resulting in a total of €0.16 being credited to the 'C' share capital account. On 11 December 2013, these shares paid a dividend of 7.25p each totalling €11.189m (£9.317m) and were immediately reclassified as Deferred Shares of 0.0000001p each. The Deferred shares remain outstanding at the year end.

 

 

 

29. Share based payment plans and Return of Cash to shareholders

 

In December 2013 a Return of Cash was made to all shareholders amounting to €36.3million in cash (7.25 pence per share, equivalent to approximately 8.7 cents per share), by way of a B and C share scheme, which gave shareholders (other than certain overseas subsidiaries) a choice between receiving the cash in the form of income or capital. The Return of Cash was accompanied by a 5 for 13 share consolidation to maintain broad comparability of the share price and return per share of the ordinary shares before and after the creation of the B and C shares.

As a result of this broad comparability of the share price the Board has agreed, following a recommendation by the remuneration committee, not to alter outstanding awards as a result of the share consolidation. Thus outstanding awards which were previously based on ordinary shares of 2 pence each are now the same number of ordinary shares of 5.2 pence each.

 

Share-based 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 as detailed in the directors' remuneration report.

No awards were made during 2013 (2012: Nil).

On 26 May 2011 awards over up to 3,038,454 ordinary shares were granted to key senior employees including the three executive directors. 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 Executive Directors Deferred Share Plan

At the AGM on 28 May 2009 a bonus plan (with deferred share element) for executive directors was approved by the Company's shareholders in the context of bringing the arrangements more in line with market practice and aligning executive directors' pay more closely with the interests of the Company's shareholders. Half of each bonus was to be payable in cash and the other half deferred and payable in shares under the Executive Directors' Deferred Share Plan which vests three years after the award date. Awards of deferred shares under the Executive Directors' Deferred Share Plan are to be satisfied on vesting by the transfer of shares from the existing PV Crystalox Solar PLC Employee Benefit Trust.

 

No awards were made during 2013 (2012: Nil). On 24 March 2011 awards over 358,423 shares were made to Executive Directors.

 

 

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.

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.

No awards were issued in 2013 (2012: Nil). No awards are outstanding under this scheme.

 

 

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 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 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 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.

No awards were issued in 2013 (2012: Nil).

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 2012 awards over 1,000 shares were forfeited by employees leaving the Group. During 2011 awards of 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 shares in the SIP were subject to the share consolidation so that each holding of 500 ordinary shares of 2 pence became a holding of 192 shares of 5.2 pence following the 5 for 13 share consolidation in 2013.

The Group recognised total expenses before tax of €103,000 (2012: €319,000) 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*

EDDSP*

MVO

 price

SIP*

Number

Number

Number

Pence

Number

Share grants and options outstanding at 1 January 2012

3,038,454

419,568

1,600,000

79.7

25,000

Share grants and options granted during the year

-

-

-

-

-

Share grants and options forfeited during the year

-

-

-

-

(1,000)

Share grants vested during the year

-

-

-

-

-

Options exercised during the year

-

-

-

-

-

-Share grants and options outstandingat 31 December 2012

3,038,454

 

419,568

1,600,000

79.7

24,000

Exercisable at 31 December 2012

-

-

1,600,000

79.7

-

Share grants and options granted during the year

-

-

-

-

-

Share grants and options forfeited during the year

(852,723)

-

(200,000)

-

-

Share grants vested during the year

-

(173,152)

-

-

-

Impact of share consolidation

(14,784)

Options exercised during the year

-

-

-

-

-

Share grants and options outstandingat 31 December 2013

2,185,731

 

246,416

1,400,000

79.7

9,216

Exercisable at 31 December 2013

-

-

1,400,000

79.7

-

 

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

No share options were exercised during the year and no options were exercised in 2012.

 

 

 

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 period.

 

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 2013 23.5% of the Group's sales are related to the largest customer (2012: 36.8%). The number of customers accounting for approximately 95% of the annual revenue remained constant at twelve the same as that in 2012. 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 due to all funds being immediately available, consideration being given to the institution in which it is deposited and the setting of counterparty limits. All institutions used have a minimum Moody's credit rating of Ba3.

 

Exchange rate fluctuation risks

A portion of sales revenue is invoiced in foreign currencies potentially exposing the Group to exchange rate risks. In the financial year 2013, about €17.5 million (2012: €17.1 million) of the Group's sales was generated in Japanese Yen. Expenses of €11.4 million (2012: €12.7 million) were invoiced in Japanese Yen were allocated to cost of materials and other operating expenses.

 

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, Japanese Yen and US Dollars) and also purchases goods and services in a number of currencies (mainly Euros, Japanese Yen, Sterling and to a small extent 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

129.659

144.877

Sterling: Euro

1.17820

 1.19790

 

Hedging strategy

The Group's sells to customers in the world-wide photovoltaic market and sells in three main currencies: US Dollars (58%), Japanese Yen (24%) and Euros (8%). It 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 relatively small proportion of overall costs are in Sterling, being mainly related to personnel costs, overheads and utilities (most of the raw materials are purchased in Euros and Japanese Yen). Additionally, 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. This is partially hedged by Japanese Yen borrowings. This process continues to be under review. The Group is, to a certain extent, naturally hedged at an operating level because it buys a significant proportion of its raw materials and services in Euros and Japanese Yen, although in the year under review there is residual exchange rate risk to a certain extent in Euros and also in respect of US Dollar income.

 

After careful consideration and after taking into account the Group's partial 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 2013 the Japanese Yen/Euro exchange rate decreased 27.60% (2012: decreased 13.26 %). The impact of this change on the Consolidated Statement of Comprehensive Income was to decrease sales revenues by approximately 6.7% (2012: decrease 4.9 %) and decrease the cost of materials and services by approximately 8.3% (2012: decrease 1.4 %).

 

 

 

30. Risk management continued

Hedging strategy continued

 

 

For each 1% increase in the Japanese Yen/Euro exchange rate profits would increase by approximately €1.0 million (2012: decrease by €0.3 million). 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 partially offset asset balances held in that currency. Therefore, based on Japanese Yen asset balances on 31 December 2013, each 1% movement in the Japanese Yen/Euro exchange rate would have a very small effect on the currency translation adjustment of €0.05 million (2012: an immaterial amount).

 

During 2013 the net gain on foreign currency adjustments was €3.1 million (2012: gain of €2.4 million). This gain 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:

 

2013

 

2012

 

million

 

million

 

Revaluation of cash balances

(1.0)

0.4

Revaluation of Group loans /intercompany account

0.5

(0.5)

Revaluation of Group raw material deposits

(0.7)

(1.0)

Accounts receivable / accounts payable revaluation

0.1

1.4

Revaluation of balance sheet provisions

4.2

2.1

Total currency gain

3.1

2.4

In addition to the above, upon translation of net assets in the consolidation, there was a negative impact in 2013 of €5.0 million (2012: negative €1.3 million) recording as a currency translation adjustment which is shown in the consolidated statement of comprehensive income as other comprehensive income.

 

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 of €0.7 million at the end of 2013 are in Japanese Yen (2012: €5.3 million). Accordingly, there is a downside risk that Japanese Yen interest rates may increase substantially from the current relatively low levels, although the low level of current borrowings means that this risk equates to an insignificant amount. Additionally, 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 2013 the Group borrowings in Japanese Yen were €0.7 million (2012: €5.3 million) at an interest rate of approximately 0.95% (2012: average rate 0.78%). For each 1% rise in the Japanese Yen interest rates Group interest costs would increase by approximately €7,000 (2012: €53,000). Accordingly, Group profits and equity would fall or rise (after corporation tax in Japan) by approximately €3,500 (2012: €26,500).

 

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.

 

The Group had a significant cash balance at the end of 2013 of €39.9 million (2012: €89.4 million) and places these cash funds on deposit with various quality banks subject to a counter party limit of €15 million. Accordingly, there is an interest rate risk in respect of interest receivable which amounted to €0.8 million in the year (2012: €0.8 million). Therefore, even if average interest rates applicable to our cash deposits fell to zero there would be limited effect on Group profits.

 

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 overcapacity this market has suffered large decreases in sales pricing over the two years until the end of 2012, although there has been some stabilisationof prices during 2013 and small increases from December 2013. Accordingly, the market pricing of the group's main product (silicon wafers) has been under pressure. Against this difficult market background, Group management has put in place a Cash Conservation Plan, which involved instigating various measures so that the Group can optimise its cash position whilst these conditions persist. Various measures have been taken to adjust production to levels appropriate to current market conditions. At the same time production capacity has been maintained so that this can beutilised when market conditions allow. The cash conservation plan covers the period until 31 December 2014. 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.

On 31 December 2013 the Group had a net cash balance of €39.2 million (2012: €89.4 million) and this together with cash flow projections from the cash conservation plan indicate, assuming the projections are broadly correct, that the Group will have adequate cash reserves until at least 12 months beyond the signing of the accounts.

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

value

€'000

Loan and

receivables

€'000

Amortised

cost

€'000

Non‑

financial

€'000

Total

€'000

2013

Assets:

Cash and cash equivalents

39,900

39,900

-

-

39,900

Accounts receivable

13,473

13,473

-

-

13,473

Prepaid expenses and other assets

11,504

51

-

11,453

11,504

Non‑financial assets

30,213

-

-

30,213

30,213

Total

95,090

53,424

-

41,666

95,090

Liabilities:

Loans payable short‑term

(690)

-

(690)

-

(690)

Accounts payable trade

(2,827)

-

(2,827)

-

(2,827)

Accrued expenses

(2,835)

-

(2,835)

-

(2,835)

Provisions

(26,563)

-

-

(26,563)

(26,563)

Misc current liabilities

(50)

-

-

(50)

(50)

Misc long‑term liabilities

(43)

-

(43)

-

(43)

Non‑financial liabilities

(3,693)

-

-

(3,693)

(3,693)

Total

(36,701)

-

(6,395)

(30,306)

(36,701)

2012

Assets:

Cash and cash equivalents

94,680

94,680

-

-

94,680

Accounts receivable

10,333

10,333

-

-

10,333

Prepaid expenses and other assets

14,060

1,151

-

12,909

14,060

Non‑financial assets

74,376

-

-

74,376

74,376

Total

193,449

106,164

-

87,285

193,449

Liabilities:

Loans payable short‑term

(5,284)

-

(5,284)

-

(5,284)

Accounts payable trade

(6,701)

-

(6,701)

-

(6,701)

Accrued expenses

(25,148)

-

(22,831)

(2,317)

(25,148)

Provisions

(57,322)

-

-

(57,322)

(57,322)

Misc current liabilities

(529)

-

-

(529)

(529)

Misc long‑term liabilities

(43)

-

(43)

-

(43)

Non‑financial liabilities

(3,571)

-

-

(3,571)

(3,571)

Total

(98,598)

-

(34,859)

(63,739)

(98,598)

 

 

 

Capital Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns to shareholders and other stakeholders and to maintain an optimal capital structure that strikes the appropriate balance between risk and the cost of capital.

 

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

 

The Group from time to time uses debt as a natural hedging instrument, where amounts are borrowed in the same foreign currency as it holds assets (for instance debtors) denominated in the same foreign currency. However, these borrowings have always been lower than the balance of cash and cash equivalents in any period. Accordingly, the Group has maintained a net cash positive position. This is a different approach to others in the photovoltaic industry where being heavily indebted (particularly in China) has become the norm. The directors believe that the Group's policy of not carrying any net debt has significantly reduced the Group's risk, which has been particularly important during the current extremely difficult market conditions.

 

The Group defines capital as all elements of equity.

The Group's capital (plus its cash and cash equivalents) is set out in the following Table. The group is not subject to any externally imposed capital requirements.

2013

 

2012

 

€000

 

€000

 

Cash and cash equivalents (see note 10)

39,900

94,680

Bank and other borrowings (see note 19)

(690)

(5,284)

Total net Cash

39,210

89,396

Total Equity

58,384

94,851

 

The Group is net cash positive and therefore does not have any gearing. Accordingly, the leverage ratio has no meaning and has not been calculated.

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 held at fair value.

 

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 2014 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

2013

€'000

2012

€'000

Less than one year

1,428

1,854

Two to five years

2,105

2,969

Longer than five years

1,033

1,578

4,566

6,401

 

The land and buildings used by the Group are rented. The contracts have durations of up to ten years. In some cases there are options to extend the rental period.

There were no significant purchase commitments at year end.

 

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. Dividends and return of cash

In December 2013 a Return of Cash was made to all shareholders of 7.25 pence per share by way of a B and C share scheme, which gave shareholders (other than certain overseas subsidiaries) a choice between receiving the cash in the form of income or capital. The Return of Cash was accompanied by a 5 for 13 share consolidation to maintain broad comparability of the share price and return per share of the ordinary shares before and after the creation of the B and C shares. The return of cash was approved by shareholders on 19 November 2013.

2013

2012

Shareholder Return

€000

€000

Income option (C share)

11,189

-

Capital option (B share)

25,096

-

Total Shareholder Return

36,285

-

No other dividends were paid in 2013 (2012: £Nil).

 

36. Discontinued operations

 

Analysis of the result of discontinued operations and the result recognised on the re-measurement of assets is as follows:

As at 31 December

2013

€'000

2012

€'000

Revenue

316

19

Expenses

(2,169)

(80,099)

Loss before tax of discontinued operations

(1,853)

(80,080)

Tax

(2)

-

Loss after tax of discontinued operations

(1,855)

(80,080)

Pre-Tax gain/(loss) recognised on the remeasurement of assets of disposal group

(722)

-

Tax

-

-

After tax gain/(loss) recognised on the re-measurement of assets of disposal group

(722)

-

Loss for the year from discontinued operations

(2,577)

(80,080)

 

 

Cash flows relating to the discontinued operations were as follows:

As at 31 December

2013

€'000

2012

€'000

Operating cash flows

(3,488)

(10,197)

Investing cash flows

(12,261)

(148)

(15,749)

(10,345)

 

 

 

37. Post balance sheet events

There are no significant post balance sheet events.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR ZMGMFFLLGDZZ
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4th Dec 20183:26 pmRNSHolding(s) in Company
30th Nov 20189:51 amRNSReceipt of Final Payment
14th Sep 20187:00 amRNSHalf-year Report
17th Aug 20187:00 amRNSSettlement Agreement
18th May 201811:03 amRNSAGM Results
9th May 20187:00 amRNSReceipt of part payment of arbitration award
15th Mar 20187:00 amRNSPreliminary Results
13th Mar 201811:19 amRNSNotice of Results
8th Nov 201710:58 amRNSArbitration Award
21st Sep 201710:17 amRNSHolding(s) in Company
7th Sep 20177:00 amRNSDelay on arbitration judgement
24th Aug 20177:00 amRNSHalf-year Report
13th Jul 201712:01 pmRNSClosure of UK manufacturing operations
19th May 20179:51 amRNSHolding(s) in Company
19th May 20179:44 amRNSAGM Results
23rd Mar 20177:00 amRNSPreliminary Results 2017
26th Oct 20167:00 amRNSUpdate on arbitration

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