PV Crystalox Solar PLC PLC Solar Crystalox PV Annual report and accounts 2017 accounts and report Annual PV Crystalox Solar PLC Annual report and accounts 2017 About us and highlights PV Crystalox Solar is a long established supplier to the global photovoltaic industry, producing multicrystalline silicon wafers for use in solar electricity generation systems. Overview Revenues • ICC arbitration final award rendered in November 2017 €26.4m • Wafer shipments volumes up 28% at 146MW (2016: 114MW) 2016: €56.7m • Closure of United Kingdom manufacturing operations during Net cash H2 2017 • Look for a buyer or restructure German wafer production €26.9m operations during 2018 2016: €28.8m Inventories €3.9m 2016: €11.2m Strategic report Financial statements Net cash (used in)/generated Consolidated financial statements IFC About us and highlights from operating activities 30 Independent auditors’ report 01 Chairman’s introduction 34 Consolidated statement of comprehensive income 02 Operational and financial review 35 Consolidated balance sheet €(1.2)m 06 The current market 36 Consolidated statement of changes in equity 08 Risk management and principal risks 2016: €18.0m 37 Consolidated cash flow statement 10 Corporate responsibility 38 Notes to the consolidated financial statements Governance Company financial statements EBT (earnings before taxation)* 12 Chairman’s introduction to governance 55 Accounting policies 13 Corporate governance statement 56 Company balance sheet €12.0m 57 Company statement of changes in equity 15 Directors 2016: €1.7m 16 Report of the nomination committee 58 Notes to the Company financial statements 17 Directors’ remuneration report Shareholder information IBC Advisers * Including other income of €23.8m 25 Report of the audit committee 27 Directors’ report 29 Statement of directors’ responsibilities Find more online at www.pvcrystalox.com Chairman’s introduction Strategic report Strategic Following receipt of the funds from the arbitration award, the Group is expected to have a substantial net cash position. In the light of this the Board intends to explore options for the future of the Company in order to maximise shareholder value. These may include a cash return to shareholders, the acquisition of an existing business or a combination of these alternatives. John Sleeman, Chairman Dear Shareholder, The award requires the customer, who The Board remains committed to maintaining has failed to purchase wafers in line with its governance at their historic levels to ensure that In view of the difficult industry contractual obligations, to pay the amount the right people, systems and processes are in environment which has persisted of around €36 million including interest to the place to manage risk and to deliver the Group’s since 2011, the Group has been Group as at 31 December 2017. Once payment agreed strategy. These governance levels are has been made the customer has the right to above those required for a company with a operating under a cash conservation receive the outstanding 22.9 million wafers. standard listing. The Board has again reported strategy to protect shareholder value After taking account of the cost of supplying against the Quoted Companies Alliance Corporate whilst preserving the Group’s core the wafers, at 31 December 2017, the Group Governance Code and our internal review found production capabilities. The Board has expected a minimum net income of €20.5 million. that the Board is operating effectively. I have now On 13 March 2018 the Group was informed, been a member of the Board and its committees been conducting an ongoing strategic by the Court of Arbitration, that the customer’s for ten years and in the normal course of events review and in July 2017 it made the request for correction had been disallowed I would have stood down after serving for nine decision to close the Group’s production meaning that the expected minimum net income years and a new non-executive director would facilities in the United Kingdom, to is increased by €3.1 million. This will be have been appointed. The Board believes that recognised in the results for the year ended given the current circumstances the most source blocks from a third party supplier 31 December 2018. appropriate course of action is that I should and process these into wafers from remain in office. All directors will retire at the Wafer sales volumes in 2017 of 146MW were 2018 AGM and will offer themselves for re-election. its facility in Germany. As is explained 28% higher than the 114W achieved in 2016 but Full details of our governance activities can be in more detail in the Operational and we traded significantly less polysilicon volumes found in the Corporate Governance section of than in 2016. Total revenues of €26.4 million were Financial Review the Board has now the Annual Report. decided to seek a buyer who would 54% lower than in the prior year. As a result of recognising €20.5 million in relation to the Following receipt of the funds from the continue silicon wafering and in parallel arbitration award we achieved a profit before tax arbitration award mentioned above, the Group to consult with the workers council on of €12.0 million. Net cash of €26.9 million at the is expected to have a substantial net cash restructuring the wafering operations end of the period was €1.9 million lower than at position. In the light of this the Board intends in Germany. A restructure would the beginning of the year, but does not include to explore options for the future of the Company any settlement from the arbitration award. in order to maximise shareholder value. substantially reduce wafer production These may include a cash return to shareholders, The closure of our United Kingdom production output and regrettably this would lead the acquisition of an existing business or a operations has resulted in a significant reduction combination of these alternatives. to significant job losses in Germany. in our staff numbers there. Of the 44 staff On 8 November 2017 the Group announced employed there when the closure was announced that it had received notification of the final award 37 left during 2017 and the remaining 7 employees rendered by the International Court of Arbitration will leave during H1 2018. Our employees have of the International Chamber of Commerce been vital to the Group’s ability to pursue the cash John Sleeman (“Court of Arbitration”) in the matter filed by conservation strategy since 2011 and I would Chairman the Group in March 2015 and arising from an like to thank all of them for their commitment 14 March 2018 outstanding long-term wafer supply contract and contribution during these challenging times. with one of the world’s leading PV companies. PV Crystalox Solar PLC Annual report and accounts 2017 01 Operational and financial review After seven years the Board has concluded that there is no real prospect of any change in market conditions which might permit a return to profitability for the Group’s wafering operation without further investment. Iain Dorrity, Chief Executive Officer Operational review of 2017 ambitious growth target to reach 20GW the surrender of two leases at the end of 2017 Market environment by the end of 2023. The French government and a further lease at the end of January 2018. Market prices continued to decline across all has an ongoing solar energy tender program Advanced negotiations are ongoing for an sectors of the PV value chain (except polysilicon) of 2.5GW per year and the Energy Regulatory agreement to vacate and to terminate the lease during 2017 although there was a modest and Commission requires an official carbon on the remaining building on 31 March 2018. short lived price recovery during a four month footprint assessment of all modules to be Polysilicon contracts and polysilicon revenue period from April to August 2017. Multicrystalline eligible for the auctions. The carbon footprint The Group is no longer burdened with purchase wafer prices remained under acute pressure is the second most important factor taken obligations under long-term polysilicon contracts and fell by around 15%. The impact on wafer into consideration after price. following the settlement of the last outstanding manufacturers has been exacerbated by a Ingot and block production contract in September 2016. The legacy of the corresponding increase in polysilicon prices during In March 2017 the Group announced the polysilicon contracts was a significant build up the period and into 2018 when prices peaked termination of multicrystalline silicon ingot of raw material inventory at the end of 2015 due at close to a three-year high in January 2018. production in the United Kingdom. It was to annual purchase volumes being considerably Prices essentially remained decoupled from intended that once these ingot production in excess of production requirements together production costs due to industry overcapacity facilities had been closed that the Group would with a slowdown in the polysilicon market during in China which continued to consolidate its instead source ingots from external sources. 2015. The Group was able to achieve a significant dominant position both in manufacturing After the announcement the Group continued reduction in inventory level by trading surplus and end market demand. According to data to produce some of its own ingots and purchased volumes in 2016. This trading continued in 2017 released by the China PV Industry Association, the balance of the required ingots all of which albeit at a lower level and outstanding polysilicon China accounted for 71% of global PV module were processed into blocks in the United Kingdom. inventory was successfully eliminated during production and 68% of solar cells in 2017. These blocks were then processed into wafers Q4 2017. The country’s position in wafer production in our German facility.