Form 6-K











Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the Month of May, 2016

Commission File Number: 001-37668




(Name of Registrant)



c/o Legalinx Ltd

One Fetter Lane,

London, EC4A 1BR

(Address of Principal Executive Office)



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨            No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A




This Form 6-K consists of the following materials, which appear immediately following this page:


  Earnings release for the year ended December 31, 2015

Ferroglobe Files Annual Report, SEC Form 20-F;

And Announces Unaudited Proforma 2015 Results

for the Newly Combined Company


    Proforma 2015 revenue of $2.0 billion, vs. $2.3 billion in 2014


    Proforma 2015 adjusted EBITDA of $294.8 million, vs. $351.4 million in 2014


    Proforma 2015 loss of $96.6 million, vs. income of $46.8 million in 2014


    Adjusted EBITDA margin maintained at 15%, year over year


    Consolidated net debt of $392.8 million as of Dec. 31, 2015, vs. proforma $492.5 million in 2014.

LONDON, UK May 2, 2016 – Ferroglobe PLC (NASDAQ: GSM), today filed its Annual Report on Form 20-F, an annual SEC filing required of all foreign private issuers whose equity trades on U.S. exchanges. The company also released 2015 and 2014 unaudited proforma financial results for the newly combined business.

Ferroglobe commenced operations on Dec. 23, 2015 upon consummation of the business combination of Grupo FerroAtlantica S.A. (“FerroAtlántica”) and Globe Specialty Metals, Inc. (“Globe”). Today’s Form 20-F filing includes full-year 2015 income statements only for FerroAtlántica (who is the “Predecessor” of Ferroglobe) incorporating just eight days of Globe’s post-business combination results. As a consequence, the year-over-year income comparisons in the filing reflect substantially only FerroAtlantica’s financial performance as a stand-alone entity. It also includes the first release of the combined Company’s balance sheet, business description, risk factors, and other important corporate information.

Ferroglobe is the world’s largest producer of silicon metal and silicon-based alloys, and a leading manganese-based alloys producer, operating 26 manufacturing facilities, eight mining sites and 12 hydro facilities globally. Ferroglobe’s silicon metal and specialty alloys are critical manufacturing ingredients in several essential industries such as chemicals, aluminium, solar panels, steel, computer chips, auto production, construction and infrastructure. As a result of the recent business combination, Ferroglobe expects to leverage its diversified production base across five continents and benefit from an improved, vertically integrated business model.

“We are pleased to have completed the business combination of FerroAtlántica and Globe late last year, meeting the goal we set when we announced the deal in February 2015. The company is executing on its synergies and making progress as planned” said Ferroglobe CEO Pedro Larrea. “Though today’s SEC filing is a required disclosure on results of the former FerroAtlántica, we have released Ferroglobe’s 2015 proforma financials for comparative purposes and to give investors a base line to help them gauge the newly combined company’s performance moving forward.”



Balance Sheet for Newly Combined Company: Significant Improvement in 2015

Today’s filing (Form 20-F) includes a consolidated balance sheet of the newly created company, Ferroglobe, as of Dec. 31, 2015.1

Ferroglobe’s year-end 2015 balance sheet showed total assets of $2.4 billion, including $116.7 million in cash and cash equivalents and $553.6 million in working capital assets. Included in the financial tables below, Ferroglobe’s balance sheet illustrates significant improvement in several areas:


    Ferroglobe had working capital2 of $553.6 million at year-end 2015, down $169 million along the year, as inventories were pared from proforma $556.8 million to $425.4 million, while receivables were cut from proforma $364.5 million to $275.3 million. This working capital release in 2015 goes well beyond the $100 million projected for the business combination, and is planned to continue improving in 2016 and beyond.


    The company had net debt of $392.8 million as of Dec. 31, 2015, significantly lower than the proforma $492.5 million at year-end 2014, illustrating Ferroglobe’s ability to generate significant free cash flow even in difficult market conditions.


    Ferroglobe reported $1.3 billion in equity at year-end 2015, up from $1.0 billion at proforma year-end 2014.

As part of the combination of the two companies, the Globe assets were fair valued as of the acquisition date. This process increased goodwill to $403.9 for the opening balance sheet at December 31, 2015.

Ferroglobe Proforma 2015 Results

Ferroglobe posted $2.0 billion in proforma 2015 sales, down 10% from $2.3 billion in 2014, reflecting pricing pressures in silicon metal, principally caused by low priced imports, as well as in silicon alloys and manganese alloys.

In this challenging market environment, both companies have continued to drive down costs. In 2015, the two companies – operating separately – reduced their combined operating costs by 9%. This allowed them to generate a proforma adjusted EBITDA margin of 15% in 2015, on par with 2014.

Proforma adjusted EBITDA for 2015 was $294.8 million down from $351.4 million for 2014. The $56.6 million year-over-year decline in Adjusted EBITDA was due to a $232 million drop in revenue, partially offset by lower operating costs of $175 million. Proforma loss for 2015 was $96.6 million versus proforma income of $46.8 million for 2014.


1  Note, however, that 2014-2015 balance sheet comparisons in Form 20-F are not meaningful, as the year-end 2014 data solely reflect the operations of the former FerroAtlántica, as required by SEC disclosure rules. To assist investors to make a year-over-year comparison, this press release contains proforma consolidated balance sheet data for the newly created company, Ferroglobe, as of Dec. 31 in both 2015 and 2014.
2  Working capital defined as: Inventories plus trade receivables minus trade payables.



Pedro Larrea said: “Proforma results for 2015 show that we were able to partially offset lower sales prices by improving efficiency and reducing operating expenses. As we progress through 2016 and continue to face a challenging pricing environment caused by low priced imports, containing costs and generating cash-flow will remain a strategic focus.”

One time charges excluded from proforma adjusted 2015 EBITDA amount to $197.9 million, including $90.8 million in due diligence and transaction costs emanating from the merger, $49.6 million in asset impairment charges related to the closure of two plants in China, $34.3 million related to the revaluation of inventories and receivables, and $6.5 million due to the shutdown of Ferroglobe’s Siltech silicon alloy plant in South Africa.

“We are pleased to report that just four months into the integration, we’re seeing significant opportunities to capitalize on synergies. Ferroglobe’s market leading global footprint provides an excellent platform to competitively operate within the current business environment. Our focus on cash flow generation, coupled with a strong balance sheet and solid margins, form an exceptional base to drive growth both organically and through acquisitions”, concluded Larrea.

Ferroglobe plans to post its first quarter 2016 results on May 19.

About Ferroglobe

Ferroglobe PLC is among the world’s leading suppliers of silicon metal, silicon-based specialty alloys, and ferroalloys serving a customer base across the globe in dynamic and fast growing end markets such as solar, automotive, consumer products, construction and energy. The company is headquartered in London. For more information, visit or (investors tab).

Forward-Looking Statements

This release may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on the current expectations and assumptions of Globe Specialty Metals, Inc. (the “Company”) regarding its business, financial condition, the economy and other future conditions.

Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially from those contemplated by the forward-looking statements. The Company cautions you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions including, among others, changes in metals prices; increases in the cost of raw materials or energy; competition in the metals and foundry industries; environmental and regulatory risks; ability to identify liabilities associated with acquired properties prior to their acquisition; ability to manage price and operational risks including industrial accidents and natural disasters; ability to manage foreign operations; changes in technology; ability to acquire or renew permits and approvals; ability to realize anticipated benefits of the merger of Globe and FerroAtlántica and other factors identified in the Company’s periodic reports filed with the SEC.



Any forward-looking statement made by the Company or management in this release speaks only as of the date on which it or they make it. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, unless otherwise required to do so under the law or the rules of the NASDAQ Global Market.

Non-GAAP Measures

EBITDA and adjusted EBITDA are non-GAAP measures.

We have included these measures to provide supplemental measures of our performance which we believe are important because they eliminate items that have less bearing on our current and future operating performance and so highlights trends in our core business that may not otherwise be apparent when relying solely on GAAP financial measures. Reconciliations of these measures to the comparable GAAP financial measures are provided in the attached financial statements.

*        *         *


Ferroglobe PLC

Joe Ragan, 786-509-6925

Chief Financial Officer




Ferroglobe PLC and Subsidiaries

Unaudited Pro Forma Condensed Combined Income Statement

For the Years Ended December 31, 2015 and 2014

(in thousands of U.S. dollars)


Ferro Atlántica
Ferro Atlántica


   $ 1,305,692      $ 733,916      $ 2,039,608      $ 1,466,304      $ 805,516      $ 2,271,820   

Cost of sales

     (811,674     (413,639     (1,225,313     (889,561     (445,285     (1,334,846

Other operating income

     15,674        4,781        20,455        6,891        2,836        9,727   

Staff cost

     (203,750     (126,632     (330,382     (218,043     (147,239     (365,282

Other operating expenses

     (199,944     (151,985     (351,929     (165,491     (99,407     (264,898

Depreciation, amortization and allowances

     (65,867     (75,230     (141,097     (74,752     (82,037     (156,789



















Operating profit before impairment losses, net (loss) gain due to changes in the value of assets, (loss) gain on disposal of non-current assets and other loss

     40,131        (28,789     11,342        125,348        34,384        159,732   



















Other loss

     (55,515     —          (55,515     (9,376     (738     (10,114



















Operating (loss) profit

     (15,384     (28,789     (44,173     115,972        33,646        149,618   



















Finance income

     1,091        252        1,343        4,771        73        4,844   

Finance expense

     (30,296     (4,225     (34,521     (37,105     (4,713     (41,818

Exchange differences

     35,950        (5,957     29,993        7,800        (3,002     4,798   



















(Loss) profit before tax

     (8,639     (38,719     (47,358     91,438        26,004        117,442   

Income tax expense

     (49,942     (12,604     (62,546     (59,707     (20,325     (80,032



















(Loss) profit for the year

     (58,581     (51,323     (109,904     31,731        5,679        37,410   



















Loss (profit) attributable to non-controlling interest

     15,245        (1,937     13,308        6,706        2,729        9,435   



















(Loss) profit attributable to the parent

   $ (43,336   $  (53,260   $ (96,596   $ 38,437      $ 8,408      $ 46,845   




















     50,483        46,441        96,924        190,724        115,683        306,407   

Adjusted EBITDA

     177,876        116,923        294,799        211,709        139,701        351,410   



Ferroglobe PLC and Subsidiaries

Unaudited Condensed Consolidated Statement of Financial Position

As of December 31, 2015 and 2014

(in thousands of U.S. dollars)


     2015      2014  


   $ 2,406,061       $ 2,222,755   

Non-current assets

     1,554,300         1,101,367   


     403,929         45,985   

Other intangible assets

     71,619         50,926   

Property, plant and equipment

     1,012,367         942,637   

Non-current financial assets and receivables from related parties

     9,672         14,333   

Deferred tax assets

     36,098         23,148   

Other non-current assets

     20,615         24,338   

Current assets

     851,761         1,121,388   


     425,372         556,770   

Trade and other receivables

     275,254         364,491   

Current receivables from related parties

     10,950         11,729   

Current income tax assets

     9,273         372   

Current financial assets

     4,112         5,897   

Other current assets

     10,134         28,945   

Cash and cash equivalents

     116,666         153,184   


   $ 2,406,061       $ 2,222,755   


     1,294,973         1,027,047   

Non-current liabilities

     618,400         692,771   

Deferred income

     4,389         4,918   


     81,853         86,561   

Bank borrowings

     223,676         369,228   

Obligations under finance leases

     89,768         115,026   

Other financial liabilities

     7,549         10,467   

Other non-current liabilities

     4,517         9,521   

Deferred tax liabilities

     206,648         97,050   

Current liabilities

     492,688         502,937   


     9,010         7,317   

Bank borrowings

     182,554         147,299   

Obligations under finance leases

     13,429         14,157   

Payables to related parties

     7,827         20,405   

Trade and other payables

     147,073         198,332   

Current income tax liabilities

     10,887         3,721   

Other current liabilities

     121,908         111,706   



Profit/Loss to Adjusted EBITDA Reconciliation


Ferroglobe PLC and Subsidiaries    2015     2014  

(Loss) profit attributable to the parent

   $ (96,596     46,845   

Loss attributable to non-controlling interest

     (13,308     (9,435

Income tax expense

     62,546        80,032   

Other gains and losses

     3,185        32,176   

Depreciation, amortization and allowances

     141,097        156,789   








     96,924        306,407   

Transaction and due diligence expenses

     90,762        1,726   

Remeasurement of stock option liability

     (5,649     3,712   

Quebec Silicon lockout costs

     —          1,747   

Quebec Silicon plant upgrades

     2,165        —     

Siltech idling/ start-up costs

     6,505        4,643   

Remeasurement/true-up of equity compensation

     —          200   

Business interruption

     (880     20,280   

Contract acquisition cost

     —          1,600   

Plant relocation

     —          568   

Divestiture indemnification payment

     —          4,559   

Lease termination

     —          457   

Impairment of fixed assets of Mangshi plant

     36,985        —     

Revaluation of current assets (inventories and account receivables)

     34,259        —     

Impairment of fixed assets of Ganzi project

     12,562        11,651   

Revaluation of FerroVen pension plan

     5,972        —     

Impairment of fixed assets of FerroQuebec project

     4,707        —     

Revaluation of other non-recurrent assets

     17,373        3,866   

Compensation from insurance companies

     (2,472     (3,806

Refund of duties unduly paid in previous years

     (1,610     —     

Other non-recurrent income

     (2,804     (6,200







Adjusted EBITDA, excluding above items

   $  294,799        351,410   




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: May 2, 2016

/s/ Stephen Lebowitz

Name:   Stephen Lebowitz
Title:   Chief Legal Officer