3.    Basis of presentation and basis of consolidation

3.1 Basis of presentation

These consolidated financial statements have been issued in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee (collectively “IFRS”).

The consolidated financial statements have been authorized for issuance on May 2, 2022.

All accounting policies and measurement bases with effect on the consolidated financial statements were applied in their preparation.

The consolidated financial statements were prepared on a historical cost basis, with the exceptions disclosed in the notes to the consolidated financial statements, where applicable, and in those situations where IFRS requires that financial assets and financial liabilities are valued at fair value.

For the years ended December 31, 2021, 2020 and 2019, the Company reported net losses of $115,374 thousand, $249,758 thousand and $285,640 thousand, respectively. Our business has historically been subject to fluctuations in the price of the products and market demand for them, caused by general and regional economic cycles, raw material and energy price fluctuations, competition and other factors.

Throughout 2021, COVID -19 and its consequences continued to impact our business, operations, and financial results. Such conditions, and any future decline in the global silicon metal, manganese-based alloys and silicon-based alloys industries could have a material adverse effect on our business, results of operations and financial condition. Also, many of our products are traded internationally at prices that are significantly affected by worldwide supply and demand, and our costs are particularly sensitive to increases in energy prices and raw material prices. Consequently, our financial performance will fluctuate with the general economic cycle, and our business is even more cyclical than the general economy.

With the significant change in performance during the second half of 2021, which has continued in the first quarter of 2022, our revenue and operating margins continued improving. Consistent with our strategic objectives, we seek to strengthen the Company’s balance sheet to ensure flexibility and competitiveness through the cycle.

In 2020 we developed a turnaround plan focused on improving our cost structure and bolstering the long-term competitiveness of the business. 2021 marked the first year of the execution of the plan spanning across a number of value creation areas, including commercial excellence, working capital optimization, footprint optimization, continuous plant efficiency, centralized procurement, and the reduction of corporate overheads. 

During 2022, we will continue executing on various cost cutting initiatives, as well as focusing on capability building to improve our operating model and processes.  Through these efforts we seek to improve our overall decision making, establishing a new culture focused on data-driven decision making under a centralized model.

The market momentum in customer demand and significantly improved pricing during 2021 has been captured in the order book for the first half of 2022, and the projections for the coming twelve months reflect a strong improvement in financial performance as a consequence of the benefit of our turnaround plan, coupled with the improvement in broader operating environment.

We have been closely monitoring the situation in Ukraine since the war began. Russia is a key supplier of raw materials to Ferroglobe and other ferro-alloy producers. We have convened a committee that has met daily to monitor the situation, and this will continue for as long as the crisis persists. While our suppliers have not been specifically targeted by sanctions, Russia’s expulsion from Swift and sanctions on various Russian banks have presented difficulties in how we pay for raw materials from Russia, and transportation and other supply chain interruptions have impacted deliveries. We have been successful in implementing mitigating actions that we believe will alleviate these issues and allow us to continue production.

To support its assessment of the going concern basis of accounting, management has prepared a financial model which considers the revenues, expenditures, cash flows, net tax payments and capital expenditures for a period of at least one year from the date of approval of these financial statements. The financial projections to determine these future cash flows are modelled considering the principal variables that determine the historic flows at a Group level including prices, volumes, costs, capital expenditures and net working capital. These projections are based on the 2022 annual

budget and management’s five-year financial model. Key assumptions include estimates on sale prices based on the order book and indexes. It has to be considered that sale prices are the variable to which the Company´s cash flows are more sensitive to. Sensitivities have been run, including stressed scenarios with reductions on the base case sale prices for the coming months, to reflect the key risks and uncertainties impacting the cash flow projections. The potential impact of the Ukranian war has also been considered in this analysis.

2021 marked an active year with regards to our capital markets activity.  At the center of the comprehensive financing effort was the extension of the maturity of our 9 3/8% Senior Notes to December 2025 (from March 1, 2022).  In addition to extending the maturity profile of the debt of the Company, we also issued $60 million of Super Senior Notes and issued $40 million of new equity that provided the Company additional cash funding to support our strategic transformation plan. Overall, we view this financing to be a success given the uncertain operating market back-drop prevailing in the midst of the pandemic.

Also, the Company is subject to certain restrictive covenants under the existing financing agreements, which limit, among other things, its ability to incur certain additional indebtedness (see Note 18). In this respect we are currently discussing with financial institutions for new financing agreements within the limits of the covenants mentioned before. Additionally, the Company has increased liquidity through additional funding in early 2022 and through its own cash generation. In February 2022, the Spanish Fund for supporting strategic companies, on a proposal of the Sociedad Estatal de Participaciones Industriales (“SEPI”), approved €34.5 million in loans to Grupo Ferroatlántica, S.A.U. and Grupo Ferroátlantica de Servicios, S.L.U., wholly owned subsidiaries of the Company.

Ferroglobe’s primary short-term liquidity needs are to fund its capital expenditure commitments, fund specific initiatives underlying the strategic plan, service its existing debt, fund working capital and comply with other contractual obligations. Ferroglobe’s long-term liquidity needs primarily relate to debt servicing and repayment. Ferroglobe’s core objective with respect to capital management is to maintain a balanced and sustainable capital structure through the economic cycles, while keeping the cost of capital at competitive levels.  We believe our working capital is sufficient for our present requirements, and we anticipate generating sufficient cash from operations to satisfy our short and long-term liquidity needs.

As a result of all the analysis performed, the Company has concluded that there is no substantial doubt about its ability to continue as a going concern.  

3.2 International financial reporting standards

Application of new accounting standards

New and amended standards and interpretations adopted by the Company

No new standards effective on January 1, 2021 have a material impact on the consolidated financial statements. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

New and amended standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for the reporting period ended December 31, 2021 and have not been early adopted by the Company. Standards, interpretations and amendments published by the IASB that will be effective for periods beginning on or after January 1, 2022:

27.   Remuneration of key management personnel

The remuneration of the key management personnel, which comprises the Company’s management committee, during the years ended December 31 is as follows:

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During 2021, 2020 and 2019, no loans and advances have been granted to key management personnel.

1.    General information

Ferroglobe PLC and subsidiaries (the “Company” or “Ferroglobe”) is among the world’s largest producers of silicon metal and silicon-based alloys, important ingredients in a variety of industrial and consumer products. The Company’s customers include major silicone chemical, aluminum and steel manufacturers, auto companies and their suppliers, ductile iron foundries, manufacturers of photovoltaic solar cells and computer chips, and concrete producers. Additionally, the Company was operating hydroelectric plants (hereinafter “energy business”) in Spain until August 30, 2019 and is still operating hydroelectric plants in France.

Ferroglobe PLC (the “Parent Company” or “the Parent”) is a public limited company that was incorporated in the United Kingdom on February 5, 2015 (formerly named ‘Velonewco Limited’). The Parent’s registered office is 13 Chesterfield Street, London W1J 5JN (United Kingdom).

On December 23, 2015, Ferroglobe PLC consummated the acquisition (“Business Combination”) of Globe Specialty Metals, Inc. and subsidiaries (“GSM” or “Globe”) and Grupo FerroAtlántica, S.A.U. (“FerroAtlántica”).

Presentation of results of Spanish energy business for the prior years

As described in Note 30 of these financial statements, on June 2, 2019 the Company entered into an agreement with Kehlen Industries Management, S.L., a wholly-owned subsidiary of TSSP Adjacent Opportunities Partners, L.P., for the sale of the entire share capital of FerroAtlántica, S.A.U ("FAU"), the owner and operator of the Group's hydro-electric assets in Galicia, Spain (the “Spanish Hydro-electric Business”) and its smelting facility at Cee-Dumbria and effectively sold the Spanish Hydroelectric Business on August 30, 2019. The Spanish Hydroelectric Business was classified as a disposal group held for sale and accounted for as a discontinued operation in the second quarter of 2019.

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4.12 Provisions and contingencies

When preparing the consolidated financial statements, the Parent’s directors made a distinction between:

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4.14 Current assets and liabilities

In general, assets and liabilities are classified as current or non-current based on the Company’s operating cycle. However, in view of the diverse nature of the activities carried on by the Company, in which the duration of the operating cycle differs from one activity to the next, in general assets and liabilities expected to be settled or fall due within twelve months from the end of the reporting period are classified as current items and those which fall due or will be settled within more than twelve months are classified as non-current items.

The following table reflects the gross benefit payments that are expected to be paid for the benefit plans for the year ended December 31, 2021:

The following table reflects the gross benefit payments that are expected to be paid for the benefit plans for the year ended December 31, 2021:

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The breakdown, in percentage, of the plan assets are as follows:

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