SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of October, 2021
Commission File Number: 001-37668
FERROGLOBE PLC
(Name of Registrant)
5 Fleet Place
London, EC4M7RD
(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 the registrant by furnishing the information contained in this Form 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
Updates to the Interim Financial Statements of Ferroglobe PLC
On October 6, 2021, Ferroglobe PLC (“Ferroglobe” or the “Company”) provided updated unaudited interim condensed consolidated statements of financial position, income, comprehensive income, changes in equity and cash flows as of and for the three months ended March 31, 2021 and the three months ended June 30, 2021, respectively (the “Updated Interim Financial Statements”). The Updated Interim Financial Statements reflect the following relevant changes to the financial information of the Company previously included with the Company’s Form 6-K, furnished to the Securities and Exchange Commission (the “Commission”) on May 17, 2021, and the Company’s Form 6-K, furnished to the Commission on August 17, 2021:
· | The cash used to purchase the European free CO2 rights for 2020 has been reclassified to be presented as cash flow from operating activities to be consistent with how this item was presented in 2020. Previously, this cash flow item was presented as cash flow from investing activities. |
· | The $350 million aggregate principal amount of senior notes due 2022 (the “Senior Notes”) have been reclassified as current liabilities. Previously, the Senior Notes were presented as non-current liabilities. |
The Updated Interim Financial Statements are attached as Exhibits 99.1 and 99.2 hereto.
Incorporation by Reference
Exhibits 99.1 and 99.2 to this Report on Form 6-K shall be incorporated by reference into the prospectus included in our registration statement on Form F-3 (File No. 333-259445), filed with the Commission on September 10, 2021; the prospectus included in our registration statement on Form F-3 (File No. 333-258254), filed with the Commission on July 29, 2021, as amended by our F-3/A filed with the Commission on August 10, 2021; and the prospectus included in our registration statement on Form F-3 (File No. 333-255973), filed with the Commission on May 10, 2021, as amended by our F-3/A filed with the Commission on June 11, 2021, in each case to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
Exhibits
Reference is made to the Exhibit Index included hereto.
EXHIBIT INDEX
SIGNATURES
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: October 6, 2021
FERROGLOBE PLC | |||
By: | /s/ Marco Levi | ||
Name: | Marco Levi | ||
Title: | Chief Executive Officer |
Exhibit 99.1
Ferroglobe PLC and Subsidiaries
Unaudited Interim Condensed Consolidated Financial
Statements as of March 31, 2021 and December 31,
2020 and for the three months ended March 31, 2021 and March 31, 2020.
FERROGLOBE PLC AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 2021 AND DECEMBER 31, 2020
Thousands of US dollars
March 31, | December 31, | |||||||||||
Notes | 2021 | 2020 | ||||||||||
ASSETS | ||||||||||||
Non-current assets | ||||||||||||
Goodwill | Note 4 | 29,702 | 29,702 | |||||||||
Other intangible assets | Note 5 | 79,526 | 20,756 | |||||||||
Property, plant and equipment | Note 6 | 593,355 | 620,034 | |||||||||
Other non-current financial assets | Note 16 | 4,984 | 5,057 | |||||||||
Deferred tax assets | Note 14 | 620 | — | |||||||||
Non-current receivables from related parties | Note 18 | 2,345 | 2,454 | |||||||||
Other non-current assets | 11,765 | 11,904 | ||||||||||
Total non-current assets | 722,297 | 689,907 | ||||||||||
Current assets | ||||||||||||
Inventories | Note 7 | 228,145 | 246,549 | |||||||||
Trade and other receivables | Note 8 | 276,633 | 242,262 | |||||||||
Current receivables from related parties | Note 18 | 3,063 | 3,076 | |||||||||
Current income tax assets | 12,277 | 12,072 | ||||||||||
Other current financial assets | Note 16 | 1,004 | 1,008 | |||||||||
Other current assets | 45,028 | 20,714 | ||||||||||
Current restricted cash and cash equivalents | Note 9 | 6,069 | 28,843 | |||||||||
Cash and cash equivalents | Note 9 | 78,298 | 102,714 | |||||||||
Total current assets | 650,517 | 657,238 | ||||||||||
Total assets | 1,372,814 | 1,347,145 | ||||||||||
EQUITY AND LIABILITIES | ||||||||||||
Equity | ||||||||||||
Share capital | 1,784 | 1,784 | ||||||||||
Reserves | 450,568 | 696,774 | ||||||||||
Translation differences | (205,206 | ) | (206,759 | ) | ||||||||
Valuation adjustments | 5,511 | 5,755 | ||||||||||
Result attributable to the Parent | (67,382 | ) | (246,339 | ) | ||||||||
Non-controlling interests | 113,697 | 114,504 | ||||||||||
Total equity | Note 10 | 298,972 | 365,719 | |||||||||
Non-current liabilities | ||||||||||||
Deferred income | 42,959 | 620 | ||||||||||
Provisions | Note 11 | 106,220 | 108,487 | |||||||||
Bank borrowings | Note 12 | 4,509 | 5,277 | |||||||||
Lease liabilities | Note 13 | 11,942 | 13,994 | |||||||||
Debt instruments | Note 15 | - | 346,620 | |||||||||
Other financial liabilities | 37,530 | 29,094 | ||||||||||
Other non-current liabilities | 16,727 | 16,767 | ||||||||||
Deferred tax liabilities | Note 14 | 26,834 | 27,781 | |||||||||
Total non-current liabilities | 246,721 | 548,640 | ||||||||||
Current liabilities | ||||||||||||
Provisions | Note 11 | 110,930 | 55,296 | |||||||||
Bank borrowings | Note 12 | 74,498 | 102,330 | |||||||||
Lease liabilities | Note 13 | 7,596 | 8,542 | |||||||||
Debt instruments | Note 15 | 349,966 | 10,888 | |||||||||
Other financial liabilities | 24,983 | 34,802 | ||||||||||
Payables to related parties | Note 18 | 5,042 | 3,196 | |||||||||
Trade and other payables | 171,052 | 149,201 | ||||||||||
Current income tax liabilities | 3,947 | 2,538 | ||||||||||
Other current liabilities | 79,107 | 65,993 | ||||||||||
Total current liabilities | 827,121 | 432,786 | ||||||||||
Total equity and liabilities | 1,372.814 | 1,347,145 |
Unaudited data at March 31, 2021
Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements
1
FERROGLOBE PLC AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
Thousands of US dollars
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
Notes | 2021 | 2020 | ||||||||||
Sales | Note 19 | 361,390 | 311,223 | |||||||||
Cost of sales | (250,165 | ) | (243,360 | ) | ||||||||
Other operating income | 15,321 | 7,768 | ||||||||||
Staff costs | (95,267 | ) | (55,097 | ) | ||||||||
Other operating expense | (50,243 | ) | (40,067 | ) | ||||||||
Depreciation and amortization charges, operating allowances and write-downs | (25,285 | ) | (28,668 | ) | ||||||||
Other gains and losses | 66 | (671 | ) | |||||||||
Impairment losses | Note 6 | — | — | |||||||||
Operating (loss) | (44,183 | ) | (48,872 | ) | ||||||||
Net finance expense | (15,864 | ) | (16,484 | ) | ||||||||
Financial instruments gain | Note 15 | — | 3,168 | |||||||||
Exchange differences | (9,314 | ) | 2,436 | |||||||||
(Loss) before taxes | (69,361 | ) | (59,753 | ) | ||||||||
Income tax benefit (expense) | 844 | 10,696 | ||||||||||
(Loss) for the period | (68,517 | ) | (49,057 | ) | ||||||||
Loss attributable to non-controlling interests | 1,135 | 1,159 | ||||||||||
(Loss) attributable to the Parent | (67,382 | ) | (47,898 | ) | ||||||||
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
From continued and discontinued operations | Notes | 2021 | 2020 | |||||||||
(Loss) attributable to the Parent | (67,382 | ) | (47,898 | ) | ||||||||
Weighted average basic shares outstanding (thousands) | 169,291 | 169,249 | ||||||||||
Basic (loss) per ordinary share | Note 10 | (0.40 | ) | (0.28 | ) | |||||||
Weighted average basic shares outstanding (thousands) | 169,291 | 169,249 | ||||||||||
Effect of dilutive securities (thousands) | — | — | ||||||||||
Weighted average diluted shares outstanding (thousands) | 169,291 | 169,249 | ||||||||||
Diluted (loss) per ordinary share | Note 10 | (0.40 | ) | (0.28 | ) |
Unaudited data at March 31, 2021 & 2020
Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.
2
FERROGLOBE PLC AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
Thousands of US dollars
Three Months Ended | ||||||||
March 31, | ||||||||
2021 | 2020 | |||||||
Loss for the period | (68,517 | ) | (49,057 | ) | ||||
Items that may be reclassified subsequently to profit or loss: | ||||||||
Arising from cash flow hedges | — | 11,147 | ||||||
Translation differences | 1,881 | (33,888 | ) | |||||
Total income and expense recognized directly in equity | 1,881 | (22,741 | ) | |||||
Items that have been reclassified to income or loss in the period: | ||||||||
Arising from cash flow hedges | (244 | ) | (6,109 | ) | ||||
Tax effect | — | — | ||||||
Total transfers to income or (loss) | (244 | ) | (6,109 | ) | ||||
Other comprehensive income (loss) for the period, net of income tax | 1,637 | (28,850 | ) | |||||
Total comprehensive (loss) income for the period | (66,880 | ) | (77,907 | ) | ||||
Attributable to the Parent | (66,073 | ) | (74,039 | ) | ||||
Attributable to non-controlling interests | (807 | ) | (3,868 | ) |
Unaudited data at March 31, 2021 & 2020
Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.
3
FERROGLOBE PLC AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
Thousands of US dollars
Total Amounts Attributable to Owners | ||||||||||||||||||||||||||||||||
Non- | ||||||||||||||||||||||||||||||||
Shares | Share | Translation | Valuation | Result for | controlling | |||||||||||||||||||||||||||
(thousands) | capital | Reserves | differences | adjustments | the period | interests | Total | |||||||||||||||||||||||||
Balance at December 31, 2019 | 170,864 | 1,784 | 975,358 | (210,152 | ) | (2,169 | ) | (280,601 | ) | 118,077 | 602,297 | |||||||||||||||||||||
Total comprehensive (loss) income | — | — | — | (31,179 | ) | 5,038 | (47,898 | ) | (3,868 | ) | (77,907 | ) | ||||||||||||||||||||
Share-based compensation | — | — | 728 | — | — | — | — | 728 | ||||||||||||||||||||||||
Distribution of 2019 profit | — | — | (280,601 | ) | — | — | 280,601 | — | — | |||||||||||||||||||||||
Balance at March 31, 2020 | 170,864 | 1,784 | 695,485 | (241,331 | ) | 2,869 | (47,898 | ) | 114,209 | 525,118 |
Total Amounts Attributable to Owners | ||||||||||||||||||||||||||||||||
Non- | ||||||||||||||||||||||||||||||||
Shares | Share | Translation | Valuation | Result for | controlling | |||||||||||||||||||||||||||
(thousands) | capital | Reserves | differences | adjustments | the period | interests | Total | |||||||||||||||||||||||||
Balance at December 31, 2020 | 170,864 | 1,784 | 696,774 | (206,759 | ) | 5,755 | (246,339 | ) | 114,504 | 365,719 | ||||||||||||||||||||||
Total comprehensive (loss) income | — | — | — | 1,553 | (244 | ) | (67,382 | ) | (807 | ) | (66,880 | ) | ||||||||||||||||||||
Share-based compensation | — | — | 133 | — | — | — | — | 133 | ||||||||||||||||||||||||
Application of 2020 loss | — | — | (246,339 | ) | — | — | 246,339 | — | — | |||||||||||||||||||||||
Balance at March 31, 2021 | 170,864 | 1,784 | 450,568 | (205,206 | ) | 5,511 | (67,382 | ) | 113,697 | 298,972 |
Unaudited data at March 31, 2021 & 2020
Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.
4
FERROGLOBE PLC AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
Thousands of US dollars
March 31, | March 31, | |||||||
2021 | 2020 | |||||||
Cash flows from operating activities: | ||||||||
(Loss) for the period | (68,517 | ) | (49,057 | ) | ||||
Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
Income tax (benefit) | (844 | ) | (10,696 | ) | ||||
Depreciation and amortization charges, operating allowances and write-downs | 25,285 | 28,668 | ||||||
Net finance expense | 15,864 | 16,484 | ||||||
Financial derivative (loss) | — | (3,168 | ) | |||||
Exchange differences | 9,314 | (2,436 | ) | |||||
Gain due to changes in the value of asset | (21 | ) | — | |||||
Gain on disposal of non-current assets | (43 | ) | — | |||||
Share-based compensation | 133 | 722 | ||||||
Other adjustments | (2 | ) | 671 | |||||
Changes in operating assets and liabilities: | ||||||||
(Increase) decrease in inventories | 11,446 | 51,577 | ||||||
(Increase) decrease in trade receivables | (41,692 | ) | 83,832 | |||||
Increase (decrease) in trade payables | 26,152 | (25,504 | ) | |||||
Other changes in operating assets and liabilities | 37,773 | (11,598 | ) | |||||
Income tax paid | (57 | ) | 10,119 | |||||
Net used cash provided by operating activities | 14,791 | 89,614 | ||||||
Cash flows from investing activities: | ||||||||
Interest and finance income received | 35 | 254 | ||||||
Payments due to investments: | ||||||||
Other intangible assets | — | — | ||||||
Property, plant and equipment | (5,683 | ) | (4,606 | ) | ||||
Disposals: | ||||||||
Other | — | — | ||||||
Net cash provided (used) by investing activities | (5,648 | ) | (4,352 | ) | ||||
Cash flows from financing activities: | ||||||||
Payment for debt issuance cost | (6,598 | ) | (1,576 | ) | ||||
Increase (decrease) in bank borrowings: | ||||||||
Borrowings | 127,690 | — | ||||||
Payments | (157,464 | ) | (44,880 | ) | ||||
Amounts paid due to leases | (2,856 | ) | — | |||||
Other amounts received due to financing activities | — | 1,147 | ||||||
Interest paid | (17,015 | ) | (18,824 | ) | ||||
Net cash (used) provided by financing activities | (56,243 | ) | (64,133 | ) | ||||
Total net cash flows for the period | (47,100 | ) | 21,129 | |||||
Beginning balance of cash and cash equivalents | 131,557 | 123,175 | ||||||
Exchange differences on cash and cash equivalents in foreign currencies | (90 | ) | 185 | |||||
Ending balance of cash and cash equivalents | 84,367 | 144,489 | ||||||
Ending balance of cash and cash equivalents from statement of financial position | 78,298 | 116,316 | ||||||
Current restricted cash and cash equivalents | 6,069 | 28,173 | ||||||
Cash and restricted cash in the statement of financial position | 84,367 | 144,489 |
Unaudited data at March 31, 2021 & 2020
Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.
5
Ferroglobe PLC
and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of March 31, 2021 and December 31, 2020
and for the three months ended March 31, 2021 and 2020
(U.S. Dollars in thousands as otherwise indicated, except share and per share data)
1. | General information |
Ferroglobe PLC and subsidiaries (the “Company” or “Ferroglobe”) is among the world’s largest producers of silicon metal and silicon and manganese-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.
Ferroglobe PLC (the “Parent Company” or “the Parent”) is a public limited company that was incorporated in England and Wales on February 5, 2015 (formerly named ‘Velonewco Limited’). The Parent’s registered office is 5 Fleet Place, London, England, EC4M7RD.
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. or “FerroAtlántica”.
2. | Basis of preparation and changes to the Company’s accounting policies |
2.1 Basis of preparation
These unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the audited consolidated financial statements of Ferroglobe as of December 31, 2020.
The unaudited interim condensed consolidated financial statements as of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020 have been prepared assuming that the Company will continue as a going concern.
All accounting policies and measurement basis 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.
The consolidated financial statements for the year ended December 31, 2020 were prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. In connection with the preparation of our consolidated financial statements, we conducted an evaluation as to whether there were conditions and events, considered in the aggregate, which raised substantial doubt as to the entity’s ability to continue as a going concern within one year after the date of the issuance of our consolidated financial statements. As of March 31, 2021, as reflected in our consolidated financial statements, the Company had cash and cash equivalents of $84.4 million, of which $6.1 million was restricted. The Company had an operating loss of $44.1 million and a net loss of $68.5 million for the year ended March 31, 2021.
COVID-19 has been and continues to be a complex and evolving situation, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, at various times and to varying degrees, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation; limitations on the size of in-person gatherings, restrictions on freight transportations, closures of, or occupancy or other operating limitations on work facilities, and quarantines and lock-downs.
As a result of this pandemic and the strict confinement and other public health measures taken around the world, the demand of our products in the second and third quarters of 2020 was reduced significantly compared with the first and fourth quarters of the year. During the fourth quarter of 2020, demand level for our products increased to levels similar to those prior to the outbreak. In first quarter of 2021, demand for our products has increased even further than in the fourth quarter of 2020. However, COVID-19 has negatively impacted, and will in the future negatively impact to an extent we are unable to predict, our revenues.
6
The main source of finance for the Company are the Senior Notes (the “Notes”) amounting $350,000 thousand due March 1, 2022. The Indenture governing the Notes includes provisions which, in the event of a change of control, would require the Company to offer to redeem the outstanding Notes at a cash purchase price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest. Based on the provisions cited above, a change of control as defined in the indenture is unlikely to occur, but the matter it is not within the Company’s control. If a change of control were to occur, the Company may not have sufficient financial resources available to satisfy all of its obligations. Management is pursuing additional sources of financing to increase liquidity to fund operations.
The Company has announced occurence of “transaction effective date” under lock-up agreement dated March 27, 2021 and completion of refinancing transactions.
Management acknowledges that the events and conditions relating to the uncertainty the potential repayment of the outstanding balance of the Notes should a change of control occur, and the difficulties in forecasting net cash flows in the current economic conditions because of the Covid-19 pandemic, together in aggregate give rise to a material uncertainty that may cast substantial doubt on the ability of the Company to continue as a going concern for a period of twelve months following the date our consolidated financial statements are issued. Notwithstanding the material uncertainty described above, management believes that the Group has adequate resources and considers it likely that the exchange of the Notes and additional capital will be completed, that will allow the Group to continue in operational existence for the foreseeable future. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as going concern.
These unaudited interim condensed consolidated financial statements were authorized for issue by the Company on September 30, 2021.
In determining the disclosures to be made on the various items in the financial statements or other matters, the Company, in accordance with IAS 34, considered their materiality in relation to the unaudited interim condensed consolidated financial statements for the period.
2.2 New standards, interpretations, and amendments adopted by the Company
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2020.
No new standards effective on January 1, 2021 have a material impact on the unaudited interim condensed consolidated financial statements. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
2.3 Responsibility for the information and use of estimates
The information in these consolidated financial statements is the responsibility of Ferroglobe’s Management.
Certain assumptions and estimates were made by management in the preparation of these unaudited interim condensed consolidated financial statements, including:
• | The impairment losses on goodwill. | |
• | The assumptions taken over forecast recovery in trading activity and cash liquidity management that mitigates any substantial doubt as to the Company’s ability to continue as a going concern. | |
• | The useful life of property, plant and equipment and intangible assets. | |
• | The fair value valuation of the plants, impairment losses on property, plant and equipment and intangible assets, determined by value in use or by fair value less cost of disposal methods. | |
• | The fair value of certain unquoted financial assets. | |
• | The fair value of financial instruments. | |
• | The fair value of acquired assets and liabilities as a result of the business combinations. | |
• | The assumptions used in the actuarial calculation of pension liabilities. | |
• | The discount rate used to calculate the present value of certain collection rights and payment obligations. | |
• | Provisions for contingencies and environmental liabilities. |
7
The Company based its estimates and judgments on historical experience, known or expected trends and other factors that are believed to be reasonable under the circumstances. Actual results may differ materially from these estimates. Changes in accounting estimates are applied in accordance with IAS 8.
At the date of preparation of these unaudited interim condensed consolidated financial statements no events had taken place that might constitute a significant source of uncertainty regarding the accounting effect that such events might have in future reporting periods.
3. | Segment reporting |
Operating segments are based upon the Company’s management reporting structure.
Ferroglobe has four reportable business segments, which are: Electrometallurgy - North America, Electrometallurgy - Europe, Electrometallurgy - South Africa, and Other segments.
The unaudited interim condensed consolidated income statements for the three months ended March 31, 2021 and 2020, by segment, are as follows:
Three Months Ended March 31, 2021 | |||||||||||||
Electro- | Electro- | ||||||||||||
metallurgy - | Electro- | metallurgy - | Elim- | ||||||||||
North | metallurgy - | South | Other | inations | |||||||||
America | Europe | Africa | segments | (*) | Total | ||||||||
Sales | 127,460 | 210,270 | 24,624 | 8,085 | (9,049 | ) | 361,390 | ||||||
Cost of sales | (80,682 | ) | (155,061 | ) | (16,268 | ) | (5,973 | ) | 7,819 | (250,165 | ) | ||
Other operating income | 865 | 1,877 | 112 | 4,976 | (5,917 | ) | 1,913 | ||||||
Staff costs | (20,390 | ) | (68,702 | ) | (3,243 | ) | (2,932 | ) | — | (95,267 | ) | ||
Other operating expense | (10,260 | ) | (19,205 | ) | (2,634 | ) | (11,883 | ) | 7,147 | (36,835 | ) | ||
Depreciation and amortization charges, operating allowances and write-downs | (14,087 | ) | (9,443 | ) | (1,597 | ) | (158 | ) | — | (25,285 | ) | ||
Other gains and (losses) | — | 2 | — | — | — | 2 | |||||||
Impairment losses | — | — | — | — | — | — | |||||||
(Loss) due to changes in the value of assets | — | — | — | 21 | 21 | ||||||||
(Loss) gain on disposal of non-current assets | 43 | — | — | — | 43 | ||||||||
Operating (loss) profit | 2,949 | (40,262 | ) | 994 | (7,864 | ) | — | (44,183 | ) | ||||
Net finance expense | (233 | ) | (2,669 | ) | (818 | ) | (12,144 | ) | — | (15,864 | ) | ||
Exchange differences | 249 | 4,251 | (275 | ) | (13,539 | ) | — | (9,314 | ) | ||||
(Loss) before taxes | 2,965 | (38,680 | ) | (99 | ) | (33,547 | ) | — | (69,361 | ) | |||
Income tax (expense) benefit | (73 | ) | (877 | ) | (98 | ) | 1,892 | — | 844 | ||||
(Loss) for the period | 2,892 | (39,557 | ) | (197 | ) | (31,655 | ) | — | (68,517 | ) | |||
Loss attributable to non-controlling interests | 1,113 | 11 | (2 | ) | 13 | — | 1,135 | ||||||
(Loss) attributable to the Parent | 4,005 | (39,546 | ) | (199 | ) | (31,642 | ) | — | (67,382 | ) |
Three Months Ended March 31, 2020 | |||||||||||||
Electro- | Electro- | ||||||||||||
metallurgy - | Electro- | metallurgy - | Elim- | ||||||||||
North | metallurgy - | South | Other | inations | |||||||||
America | Europe | Africa | segments | (*) | Total | ||||||||
Sales | 114,872 | 179,373 | 21,421 | 7,901 | (12,344 | ) | 311,223 | ||||||
Cost of sales | (74,966 | ) | (160,024 | ) | (14,920 | ) | (5,943 | ) | 12,493 | (243,360 | ) | ||
Other operating income | 516 | 7,212 | 41 | 610 | (611 | ) | 7,768 | ||||||
Staff costs | (21,175 | ) | (29,223 | ) | (3,565 | ) | (1,134 | ) | — | (55,097 | ) | ||
Other operating expense | (13,336 | ) | (18,290 | ) | (3,928 | ) | (4,975 | ) | 462 | (40,067 | ) | ||
Depreciation and amortization charges, operating allowances and write-downs | (17,185 | ) | (9,466 | ) | (1,601 | ) | (416 | ) | — | (28,668 | ) | ||
Other gains and losses | (373 | ) | 184 | — | (482 | ) | — | (671 | ) | ||||
Impairment losses | — | — | — | — | — | — | |||||||
Operating (loss) | (11,647 | ) | (30,234 | ) | (2,552 | ) | (4,439 | ) | — | (48,872 | ) | ||
Net finance expense | (116 | ) | (5,528 | ) | (829 | ) | (10,011 | ) | — | (16,484 | ) | ||
Financial instruments gain | — | — | — | 3,168 | — | 3,168 | |||||||
Exchange differences | 1,597 | 1,084 | 1,582 | (1,827 | ) | — | 2,436 | ||||||
(Loss) before taxes | (10,166 | ) | (34,678 | ) | (1,799 | ) | (13,109 | ) | — | (59,753 | ) | ||
Income tax benefit (loss) | 1,946 | 7,133 | 317 | 1,300 | — | 10,696 | |||||||
(Loss) for the period | (8,220 | ) | (27,545 | ) | (1,482 | ) | (11,809 | ) | — | (49,057 | ) | ||
Loss attributable to non-controlling interests | 1,163 | (2 | ) | (60 | ) | 58 | — | 1,159 | |||||
(Loss) attributable to the Parent | (7,057 | ) | (27,547 | ) | (1,542 | ) | (11,751 | ) | — | (47,898 | ) |
8
The total assets and liabilities by reportable segment as of March 31, 2021 and December 31, 2020 are as follows:
March 31, 2021 | ||||||||||||||||||||||||
Electro- | Electro- | |||||||||||||||||||||||
metallurgy - | Electro- | metallurgy - | Elim- | |||||||||||||||||||||
North | metallurgy - | South | Other | inations | ||||||||||||||||||||
America | Europe | Africa | segments | (*) | Total | |||||||||||||||||||
Total assets | 1,131,877 | 1,018,668 | 105,904 | 2,322,332 | (3,259,602 | ) | 1,319,179 | |||||||||||||||||
Total equity and liabilities | (1,131,877 | ) | (1,018,668 | ) | (105,904 | ) | (2,322,332 | ) | (3,259,602 | ) | (1,319,179 | ) |
December 31, 2020 | ||||||||||||||||||||||||
Electro- | Electro- | |||||||||||||||||||||||
metallurgy - | Electro- | metallurgy - | Elim- | |||||||||||||||||||||
North | metallurgy - | South | Other | inations | ||||||||||||||||||||
America | Europe | Africa | segments | (*) | Total | |||||||||||||||||||
Total assets | 1,081,792 | 906,036 | 114,872 | 1,057,414 | (1,812,969 | ) | 1,347,145 | |||||||||||||||||
Total equity and liabilities | (1,081,792 | ) | (906,036 | ) | (114,872 | ) | (1,057,414 | ) | 1,812,969 | (1,347,145 | ) |
(*) These amounts correspond to transactions between segments that are eliminated in the consolidation process.
Sales by product line for the three months ended March 31, 2021 and 2020 are as follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2021 | 2020 | |||||||
Silicon Metal | 140,017 | 117,946 | ||||||
Silicon-based Alloys | 102,552 | 89,814 | ||||||
Manganese-based Alloys | 85,223 | 71,733 | ||||||
Other | 33,598 | 31,730 | ||||||
Total | 361,390 | 311,223 |
Information about major customers
Total sales of $157,159 and $152,790, were attributable to the Company's top ten customers for the three months ended March 31, 2021 and 2020, respectively.
During the three months ended March 31, 2021, the Company had two customers that represented more than 10% of sales, with sales to Dow Corning, representing 13.52% of the total amount and Arcelor Mittal, representing 10.41%. During the three months ended March 31, 2020, the Company had one customer that represented more than 10% of sales, it corresponds to Dow Corning, representing 11.21% of the total amount.
4. | Goodwill |
December 31, 2020 | Impairment | Exchange Differences | March 31, 2021 | |||||||||||||
US Cash generating units | 29,702 | — | — | 29,702 |
In accordance with the requirements of IAS 36, goodwill is tested for impairment annually and if a triggering event that would indicate the carrying amount of a cash-generating unit may be impaired occurs. Impairment testing for goodwill is performed at a cash-generating unit level. The estimate of the recoverable value of the cash-generating units requires significant judgment in evaluation of overall market conditions, estimated future cash flows, discount rates and other factors, and are calculated based on management’s business plans.
9
5. | Other intangible assets |
Changes in the carrying amount of other intangible assets between December 31, 2020 and June 30, 2021 and 2020 are as follows:
Develop- | Power | Other | Accumu- | |||||||||||||||||||||||||||||
ment | Supply | Intan- | lated | |||||||||||||||||||||||||||||
Expen- | Agree- | Rights | Computer | gible | Depre- | Impair- | ||||||||||||||||||||||||||
diture | ments | of Use | Software | Assets | ciation | ment | Total | |||||||||||||||||||||||||
Balance at December 31, 2019 | 50,326 | 37,836 | 16,533 | 5,149 | 42,670 | (82,283 | ) | (18,964 | ) | 51,267 | ||||||||||||||||||||||
Additions | — | — | — | — | 10,825 | (1,688 | ) | — | 9,137 | |||||||||||||||||||||||
Disposals | — | — | — | — | (8,525 | ) | — | — | (8,525 | ) | ||||||||||||||||||||||
Exchange differences | (1,466 | ) | — | (126 | ) | (27 | ) | (2,530 | ) | 1,683 | 960 | (1,506 | ) | |||||||||||||||||||
Balance at March 31, 2020 | 48,860 | 37,836 | 16,407 | 5,122 | 42,440 | (82,288 | ) | (18,004 | ) | 50,373 |
Develop- | Power | Other | Accumu- | |||||||||||||||||||||||||||||
ment | Supply | Intan- | lated | |||||||||||||||||||||||||||||
Expen- | Agree- | Rights | Computer | gible | Depre- | Impair- | ||||||||||||||||||||||||||
diture | ments | of Use | Software | Assets | ciation | ment | Total | |||||||||||||||||||||||||
Balance at December 31, 2020 | 54,874 | 37,836 | 17,049 | 5,249 | 18,872 | (93,042 | ) | (20,082 | ) | 20,756 | ||||||||||||||||||||||
Additions | 70 | — | — | — | 6,926 | (1,693 | ) | — | 5,303 | |||||||||||||||||||||||
Disposals | — | — | — | — | (3 | ) | — | — | (3 | ) | ||||||||||||||||||||||
Exchange differences | (2,488 | ) | — | (126 | ) | (52 | ) | (201 | ) | 1,942 | 760 | (165 | ) | |||||||||||||||||||
Balance at March 31, 2021 | 52,456 | 37,836 | 16,923 | 5,197 | 25,594 | (92,793 | ) | (19,322 | ) | 25,891 |
Additions in other intangible assets in 2021 primarily relate to the acquisition of rights held to emit greenhouse gasses by certain Spanish and French subsidiaries.
6. | Property, plant and equipment |
The detail of Property, plant and equipment, between December 31, 2020 and June 30, 2021 and 2020 are as follows:
Other | Adv- | |||||||||||||||||||||||||||||||||||||||||||
Fixt- | ances | |||||||||||||||||||||||||||||||||||||||||||
ures, | and | Other | Other | |||||||||||||||||||||||||||||||||||||||||
Land | Plant | Tools | PPE | Min- | Other | Items of | Items of | Accu- | ||||||||||||||||||||||||||||||||||||
and | and | and | under | eral | Items | Leased | Leased | mulated | ||||||||||||||||||||||||||||||||||||
Build- | Mach- | Fur- | Const- | Res- | of | Land | Plant | Depre- | Impair- | |||||||||||||||||||||||||||||||||||
ings | inery | niture | ruction | erves | PPE | & Buildings | & Machinery | ciation | ment | Total | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2019 | 196,586 | 1,273,837 | 8,819 | 106,651 | 59,502 | 34,463 | 13,298 | 21,333 | (865,937 | ) | (107,646 | ) | 740,906 | |||||||||||||||||||||||||||||||
Additions or charges | — | 115 | — | 2,877 | — | 3 | 536 | 106 | (26,980 | ) | 1 | (23,342 | ) | |||||||||||||||||||||||||||||||
Disposals or reductions | (239 | ) | (2,093 | ) | (3 | ) | (1,348 | ) | — | — | — | — | 1,958 | — | (1,725 | ) | ||||||||||||||||||||||||||||
Transfers from/(to) other accounts | 109 | 4,818 | (16 | ) | (4,927 | ) | — | — | — | — | — | — | (16 | ) | ||||||||||||||||||||||||||||||
Exchange differences | (4,795 | ) | (45,980 | ) | (1,312 | ) | (3,403 | ) | (872 | ) | (1,093 | ) | (254 | ) | (470 | ) | 30,177 | 1,562 | (26,440 | ) | ||||||||||||||||||||||||
Balance at March 31, 2020 | 191,661 | 1,230,697 | 7,488 | 99,850 | 58,630 | 33,373 | 13,580 | 20,969 | (860,782 | ) | (106,083 | ) | 689,383 |
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Other | Adv- | |||||||||||||||||||||||||||||||||||||||||||
Fixt- | ances | |||||||||||||||||||||||||||||||||||||||||||
ures, | and | Other | Other | |||||||||||||||||||||||||||||||||||||||||
Land | Plant | Tools | PPE | Min- | Other | Items of | Items of | Accu- | ||||||||||||||||||||||||||||||||||||
and | and | and | under | eral | Items | Leased | Leased | mulated | ||||||||||||||||||||||||||||||||||||
Build- | Mach- | Fur- | Const- | Res- | of | Land | Plant | Depre- | Impair- | |||||||||||||||||||||||||||||||||||
ings | inery | niture | ruction | erves | PPE | & Buildings | & Machinery | ciation | ment | Total | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2020 | 208,025 | 1,331,585 | 8,422 | 124,029 | 59,325 | 33,188 | 17,588 | 24,446 | (995,507 | ) | (191,066 | ) | 620,035 | |||||||||||||||||||||||||||||||
Additions or charges | 321 | 934 | 4 | 3,883 | — | 2 | 17 | (15 | ) | (23,592 | ) | — | (18,446 | ) | ||||||||||||||||||||||||||||||
Disposals or reductions | — | (1,230 | ) | (120 | ) | (679 | ) | — | — | — | — | 1,166 | 601 | (262 | ) | |||||||||||||||||||||||||||||
Transfers from/(to) other accounts | (279 | ) | 9,431 | — | (9,152 | ) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
Exchange differences | (5,452 | ) | (25,475 | ) | (127 | ) | (4,712 | ) | (29 | ) | 498 | (621 | ) | (847 | ) | 24,832 | 3,961 | (7,972 | ) | |||||||||||||||||||||||||
Balance at March 31, 2021 | 202,615 | 1,315,245 | 8,179 | 113,369 | 59,296 | 33,688 | 16,984 | 23,584 | (993,101 | ) | (186,504 | ) | 593,355 |
7. | Inventories |
Inventories at March 31, 2021 and December 31, 2020, are as follows:
March 31, | December 31, | |||||||
2021 | 2020 | |||||||
Finished industrial goods | 90,454 | 100,711 | ||||||
Raw materials in progress and industrial supplies | 89,282 | 99,259 | ||||||
Other inventories | 42,978 | 46,274 | ||||||
Advances to suppliers | 5,431 | 305 | ||||||
Total | 228,145 | 246,549 |
8. | Trade and other receivables |
Trade and other receivables at March 31, 2021 and December 31, 2020, are as follows:
March 31, | December 31, | |||||||
2021 | 2020 | |||||||
Trade receivables | 224,229 | 203,930 | ||||||
Doubtful trade receivables | (1,423 | ) | (1,697 | ) | ||||
Trade receivables - net | 222,806 | 202,233 | ||||||
Tax receivables | 18,296 | 13,166 | ||||||
Government grant receivables | 27,760 | 23,016 | ||||||
Other receivables | 7,771 | 3,847 | ||||||
Total | 276,633 | 242,262 |
On February 6, 2020, the Company entered into an amended and restated accounts receivables securitization program via which trade receivables generated by certain of the Company’s subsidiaries in Spain and France are financed both directly through the existing Irish special purpose vehicle (“SPE”) and indirectly through a French “fonds commun de titrisation”. The incorporation of the “fonds commun de titirsation” into the program has allowed for the sale of certain Euro-denominated receivables that were not eligible under the previous structure and increased the available funding. The senior lender’s commitments under the amended and restated securitization program are $150,000 thousand. Finacity remained as intermediate subordinated lender providing a cash consideration of $2,808 thousand, and the Company’s European subsidiaries continued as senior subordinated and junior subordinated lenders as well as, having interests in the senior and intermediate subordinated loan tranches.
On October 2, 2020, the Company ended the receivables funding agreement and cancelled the securitization program, signing a new factoring agreement with a Leasing and Factoring Agent, for anticipating the collection of receivables of the Company’s European entities (Grupo FerroAtlántica, S.A. and FerroPem S.AS). As a result of the agreement, the Leasing and Factoring Agent provided a cash consideration of circa $48.8 million, repurchased the receivables portfolio sold to the SPE on September 28, and consequently assumed the loan tranche of the senior borrower to the SPE. Also, the senior loan and intermediate subordinate loan tranches were paid with internal sources of funds, terminating the financing structure of the securitization program.
11
During the year ended December 31, 2020, the Company repaid $107,657 thousand (EUR 95,695 thousand) in order to, prior to the termination of receivables funding agreement, optimize the level of borrowings of the SPE with the level of receivables in the securitization, and cancel all commitments in respect of loan tranches held by the Company.
Regarding the new factoring agreement, during the three months ended March 31, 2021, provided upfront cash consideration of approximately $127,690 thousand. The Company repaid $126,164 thousand, showing at March 31, 2021, an on-balance sheet bank borrowing debt of $73,713 thousand
At March 31, 2021, the Company held $86,308 thousand of accounts receivables recognized in consolidated balance sheet in respect of the factoring agreement. Finance costs incurred during the three months ended March 31, 2021, amounts $782 thousand, recognized in finance costs in the consolidated income statement.
During the three months ended December 31, 2020, the new factoring agreement provided upfront cash consideration of approximately $169,105 thousand. The Company has repaid $95,800 thousand, showing at December 31, 2020, an on-balance sheet bank borrowing debt of $74,844 thousand.
At December 31, 2020, the Company held $89,154 thousand of accounts receivables recognized in consolidated balance sheet in respect of factoring agreement. Finance costs incurred during the year ended December 31, 2020, amounts $916 thousand, recognized in finance costs in the consolidated income statement.
Judgements relating to the recognition criteria
The Company has assessed whether it has transferred substantially all risks and rewards, continuing to be exposed to the variable returns from its involvement in the factoring agreement as it is exposed to credit risk, so the conclusion is that the derecognition criteria is not applicable and therefore, the account receivables sold is presented in the balance and a obligation is recognized as bank borrowings for the amount of cash advanced by the Leasing and Factoring Agent. The amount repayable under the factoring agreement is presented as on-balance sheet factoring and the debt assigned to factoring is showed as bank borrowings.
9. | Cash and cash equivalents |
Cash and cash equivalents comprise the following at March 31, 2021 and December 31, 2020:
March 31, | December 31, | |||||||
2021 | 2020 | |||||||
Cash and cash equivalents | 78,298 | 102,714 | ||||||
Current restricted cash presented as Cash | 6,069 | 28,843 | ||||||
Escrow: Hydro-electric assets sale | 5,863 | 6,137 | ||||||
ABL restricted cash | — | 22,500 | ||||||
Other | 206 | 206 | ||||||
Total | 84,367 | 131,557 |
At March 31, 2021, Cash and cash equivalents comprises the guarantees taken over escrow account. The escrow was constituted in August 30, 2019, in consideration of previous FerroAtlántica; under agreement terms, the Purchaser and the Seller deposited in a restricted bank account a part of the share purchase price, guaranteeing any compensation to the purchaser for any claim under the contract. At December 31, 2020 in relation to the ABL Restricted cash, the amount constituted is fixed by agreement as liquidity covenants $22,500 (see Note 12). During the first quarter ABL was repayment as part of the overall refinancing.
10. | Equity |
Share capital
At March 31, 2021, the Company’s issued share capital consisted of 170,863,773 ordinary shares of $0.01. The Company held 1,659,669 ordinary shares in treasury. Therefore, at March 31, 2021 the total number of voting rights in the Company was 169,204,104.
At March 31, 2021, the largest shareholder was as follows:
Number of Shares | Percentage of | |||||||
Name | Beneficially Owned | Outstanding Shares | ||||||
Grupo Villar Mir, S.A.U. | 91,125,521 | 53.8 | % |
12
Dividends
There were no dividends distributed by Ferroglobe PLC to ordinary shareholders for the three months ended March 31, 2021.
(Loss) profit per ordinary per share
Basic (loss) profit per ordinary share is calculated by dividing the consolidated (loss) profit for the period attributable to the Parent by the weighted average number of ordinary shares outstanding during the period, excluding the average number of treasury shares held in the period, if any.
Three Months Ended | ||||||||
From continued and discontinued operations | March 31, | |||||||
2021 | 2020 | |||||||
Basic (loss) profit per ordinary share computation | ||||||||
Numerator: | ||||||||
(Loss) profit attributable to the Parent | (67,382 | ) | (47,898 | ) | ||||
Denominator: | ||||||||
Weighted average basic shares outstanding (thousands) | 169,291 | 169,249 | ||||||
Basic (loss) profit per ordinary share | (0.40 | ) | (0.28 | ) | ||||
Diluted (loss) profit per ordinary share computation | ||||||||
Numerator: | ||||||||
(Loss) profit attributable to the Parent | (67,382 | ) | (47,898 | ) | ||||
Denominator: | ||||||||
Weighted average basic shares outstanding (thousands) | 169,291 | 169,249 | ||||||
Effect of dilutive securities (thousands) | — | — | ||||||
Weighted average dilutive shares outstanding (thousands) | 169,291 | 169,249 | ||||||
Diluted (loss) profit per ordinary share | (0.40 | ) | (0.28 | ) |
Potential ordinary shares of 64,185 and 472,480 were excluded from the calculation of diluted profit (loss) per ordinary share for the three months ended March 31, 2021, and 2020, because the effect would be anti-dilutive.
After the closing, at July 29, 2021, the company issued 8,913,872 shares par value $0.01 per share, of Ferroglobe PLC.
11. | Provisions |
Non-current and current Provisions comprise the following at March 31, 2021 and December 31, 2020:
March 31, 2021 | December 31, 2020 | |||||||||||||||||||||||
Non- Current | Current | Total | Non- Current | Current | Total | |||||||||||||||||||
Provision for pensions | 55,045 | 206 | 55,251 | 56,395 | 191 | 56,586 | ||||||||||||||||||
Environmental provision | 2,907 | 1,237 | 4,144 | 2,910 | 1,256 | 4,166 | ||||||||||||||||||
Provisions for litigation | — | 1,103 | 1,103 | — | 1,355 | 1,355 | ||||||||||||||||||
Provisions for third-party liability | 10,257 | — | 10,257 | 10,759 | — | 10,759 | ||||||||||||||||||
Provisions for C02 emissions allowances | 722 | 46,699 | 47,421 | — | 40,161 | 40,161 | ||||||||||||||||||
Other provisions | 37,289 | 48,276 | 85,565 | 38,423 | 12,333 | 50,756 | ||||||||||||||||||
Total | 106,220 | 97,521 | 203,741 | 108,487 | 55,296 | 163,783 |
In the ordinary course of business, the Company is subject to various loss contingencies arising from lawsuits, investigations, claims and proceedings, including, but not limited to, labor and employment, commercial, environmental, safety, and health matters, as well as claims and indemnities associated with its historical acquisitions and divestitures. The nature and frequency of these contingencies, as well their effect on future operations and earnings, are unpredictable and inherently difficult to estimate.
13
12. | Bank borrowings |
Non-current and current Bank borrowings comprise the following:
March 31, 2021 | ||||||||||||||||
Non-Current | Current | |||||||||||||||
Limit | Amount | Amount | Total | |||||||||||||
Borrowings carried at amortised cost: | ||||||||||||||||
Borrowings from receivable factoring facility | 70,350 | — | 73,713 | 73,713 | ||||||||||||
Other loans | — | 4,509 | 785 | 5,294 | ||||||||||||
Total | 4,509 | 74,498 | 79,007 |
December 31, 2020 | ||||||||||||||||
Non-Current | Current | |||||||||||||||
Limit | Amount | Amount | Total | |||||||||||||
Borrowings carried at amortised cost: | ||||||||||||||||
Credit facilities | 100,000 | — | 27,237 | 27,237 | ||||||||||||
Borrowings from receivable factoring facility | 73,626 | — | 74,844 | 74,844 | ||||||||||||
Other loans | — | 5,277 | 249 | 5,526 | ||||||||||||
Total | 5,277 | 102,330 | 107,607 |
Credit Facilities
On October 11, 2019, Ferroglobe closed a new $100,000 North-American asset-based revolving credit facility (the “ABL Revolver”), with Globe Specialty Metals, Inc., and QSIP Canada ULC, each a subsidiary of the Company, and PNC Bank, as lender.
The maximum advances granted by the lender were up to the lesser of $100 million and the Formula Amount. Under the ABL Revolver, and in respect of LIBOR Rate Loans, the interest to be paid was LIBOR plus applicable margin, and in respect of Domestic Rate Loans, the interest was ABR plus applicable margin. ABR shall mean the highest of (i) the PNC Bank prime rate, (ii) overnight bank funding rate plus 0.5% and (iii) daily LIBOR plus 1.0%.
With respect to the covenants, at 31 December 2020, under the ABL Revolver, Globe Specialty Metals, Inc., and QSIP Canada ULC pledged assets as collateral to PNC Bank as follows: eligible third party receivables in the sum of $31M, and eligible inventory including raw materials, WIP, finished goods, spare parts and packaging in the sum of $25M. Deducted from the eligible assets were outstanding letters of credit equaling $6M, reserves $0.6M and a minimum undrawn availability of $10M, leaving a total ABL Revolver balance of $38M as at December 31, 2020.
On March 16, 2021, the Company has repaid in its entirety the remaining balance at the date for an amount equal to $3931,299 thousand, cancelling its obligations derived from the contract.
Borrowings from receivable factoring facility
On October 2, 2020, the Company ended the receivables funding agreement over European receivables, signing a new factoring agreement with a Leasing and Factoring Agent, for anticipating the collection of receivables of the Company’s European entities. As a result of the agreement, the Agent provided a cash consideration of circa $48.8 million, repurchased the receivables portfolio sold to the SPE on September 28, and consequently assumed the loan tranche of the senior borrower to the SPE. Also, the senior loan and intermediate subordinate loan tranches were paid with internal sources of funds, terminating the financing structure of the securitization program.
The main characteristics of the agreement are the following:
· | the maximum cash consideration advanced for the financing facility is up to EUR 60,000 thousand; | |
· | over collateralization of 10% of accounts receivable as guarantee provided to the Agent until payment has been satisfied; | |
· | annual fee of 0.15% applied to the annual revenues ceded to the Agent; | |
· | financing commission of 1% charged annually. |
14
Other conditions are set in relation to credit insurance policy has been structured in an excess of loss policy where the first EUR 5,000 thousand of bad debt losses are not covered by the insurance provider. The Company has assumed the cash collateralization for the entire excess of loss, as agreed in contractual terms.
Judgements relating to the recognition criteria
The Company has assessed whether it has transferred substantially all risks and rewards, continuing to be exposed to the variable returns from its involvement in the factoring agreement as it is exposed to credit risk as, the conclusion is that the derecognition criteria is not applicable and therefore, the account receivables sold is presented in the balance as the cash received is presented as an obligation to be repaid as bank borrowings.
As of December 31, 2020 and March 31, 2021, the Company has exceeded the limit; the lender has agreed a temporary increase of the limit.
Other Loans
Include loans held by The Company to finance their current activities in France, signed in July for an amount of $5,042 thousand.
13. | Leases |
Leases are shown as follows in the balance sheet at March 31, 2021 and December 31, 2020:
March 31, 2021 | December 31, 2020 | |||||||
Non-current assets | ||||||||
Leased land and buildings | 16,985 | 17,588 | ||||||
Leased plant and machinery | 23,585 | 24,446 | ||||||
Total | 40,570 | 42,034 | ||||||
Non-current liabilities | ||||||||
Lease liabilities | (11,942 | ) | (13,994 | ) | ||||
Current liabilities | ||||||||
Lease liabilities | (7,596 | ) | (8,542 | ) | ||||
Total | (19,538 | ) | (22,536 | ) |
In relation to leases under IFRS 16, the Company has recognized depreciation and interest costs instead of operating lease expense. During the three months ended March 31, 2021, the Company recognized $2,381 thousand of depreciation charges ($9,947 at December 31, 2020). and $270 ($1,358 at December 31, 2020).
14. | Tax matters |
The components of current and deferred income tax expense (benefit) are as follows:
March 31, | December 31, | |||||||
2021 | 2020 | |||||||
Consolidated income statement | ||||||||
Current income tax | ||||||||
Current income tax charge/(credit) | 1,464 | 4,307 | ||||||
Adjustment in current income tax in respect of prior years | — | 901 | ||||||
Total | 1,464 | 5,208 | ||||||
Deferred tax | ||||||||
Origination and reversal of temporary differences | (2,308 | ) | (20,961 | ) | ||||
Impact of tax rates changes | — | — | ||||||
Impairment of deferred tax assets | — | 37,660 | ||||||
Adjustments in deferred tax in respect of prior years | — | 33 | ||||||
Total | (2,308 | ) | 16,732 | |||||
Income Tax benefit | (844 | ) | 21,939 |
15
Management of tax risks
The Company is committed to conducting its tax affairs consistent with the following objectives:
(i) | to comply with relevant laws, rules, regulations, and reporting and disclosure requirements in whichever jurisdiction it operates; | |
(ii) | to maintain mutual trust, transparency and respect in its dealings with all tax authorities; and | |
(iii) | to adhere with best practice and comply with the Company's internal corporate governance procedures, including but not limited to its Code of Conduct. |
For further details please refer to the group's tax strategy which can be found here: http://investor.ferroglobe.com/corporate-governance.
The Group's tax department maintains a tax risk register on a jurisdictional basis.
In the jurisdictions in which the Company operates, tax returns cannot be deemed final until they have been audited by the tax authorities or until the statute-of-limitations has expired. The number of open tax years subject to examination varies depending on the tax jurisdiction. In general, the Company has the last four years open to review. The criteria that the tax authorities might adopt in relation to the years open for review could give rise to tax liabilities which cannot be quantified.
15. | Debt instruments |
March 31, 2021 | December 31, 2020 | |||||||
Unsecured notes carried at amortised cost | ||||||||
Principal amount | 350,000 | 350,000 | ||||||
Unamortised issuance costs | (2,690 | ) | (3,380 | ) | ||||
Accrued coupon interest | 2,656 | 10,888 | ||||||
Total | 349,966 | 357,508 | ||||||
Amount due for settlement within 12 months | 349,9666 | 10,888 | ||||||
Amount due for settlement after 12 months | - | 346,620 | ||||||
Total | 349,966 | 357,508 |
On February 15, 2017, Ferroglobe and Globe (together, the "Issuers") issued $350,000 aggregate principal amount of 9.375% Senior unsecured Notes due March 1, 2022 (the "Notes"). Issuance costs of $12,116 were incurred. The principal amounts of the Notes issued by Ferroglobe and Globe were $150,000 and $200,000, respectively. Interest on the Notes is payable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2017.
The Notes are senior unsecured obligations of the Issuers and are guaranteed on a senior basis by certain subsidiaries of Ferroglobe. The Notes are listed on the Irish Stock Exchange. The associated Indenture contains certain negative covenants. Additionally, if the Issuers experience a change of control the Indenture requires the Issuers to offer to redeem the Notes at 101% of their principal amount. Grupo Villar Mir S.A.U. owns 53.9% of the Company's outstanding shares and has pledged them to secure its obligations to certain banks. The Company would experience a change in control and would be required to offer redemption of bonds in accordance with the Indenture if Grupo Villar Mir S.A.U. defaults on the underlying loan.
The fair value of the Notes, determined by reference to the closing market price on the last trading day of March 31, 2021 was $343,469 thousand (December 31, 2020: $268,538 thousand).
16. | Other Financial Assets |
March 31, 2021 | December 31, 2020 | |||||||||||||||||||||||
Non- Current | Current | Total | Non- Current | Current | Total | |||||||||||||||||||
Other Financial Assets | 4,984 | 1,004 | 5,988 | 5,057 | 1,008 | 6,065 |
Other financial assets comprise assets at amortised cost, that mainly includes deposits given to French government by Ferropem, a Ferroglobe subsidiary, in respect of effort de construction, and listed equity comprises investments held by Globe Argentina Metales in Pampa Energía.
16
17. | Financial instruments and fair values |
Assets and liabilities measured at fair value by level are as follows:
March 31, 2021 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Other current financial assets | ||||||||||||||||
Listed equity securities | 2,625 | — | — | 2,625 | ||||||||||||
Other non-current liabilities: | ||||||||||||||||
Contingent consideration | — | — | (16,632 | ) | (16,632 | ) |
December 31, 2020 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Other financial assets | ||||||||||||||||
Listed equity securities | 2,609 | — | — | 2,609 | ||||||||||||
Other liabilities: | ||||||||||||||||
Contingent consideration | — | — | (16,632 | ) | (16,632 | ) |
Contingent consideration is related to the acquisition of Kintuck (France) SAS and Kintuck (Norway) AS, which requires the Company to pay the former owners a sliding scale commission based on the silicomanganese and ferromanganese sales spreads of Ferroglobe Mangan Norge and Ferroglobe Manganèse France, up to a maximum amount of $60,000 thousand (undiscounted). The contingent consideration applies to sales made up to eight and a half years from the date of acquisition (February 1, 2018). The potential undiscounted amount of all future payments that the Company could be required to make under the contingent consideration arrangement is between $0 thousand and $60,000 thousand. The fair value of the contingent consideration arrangement of $16,632 thousand ($16,632 thousand in December, 2020) was estimated by applying the income approach based on a Monte Carlo simulation considering various scenarios of fluctuations of future manganese alloy spreads as well as the cyclicality of manganese alloy pricing. The fair value measurement is based on significant inputs that are not observable in the market, which IFRS 13 Fair Value Measurement refers to as Level 3 inputs. Key assumptions include discount rates of 12.5 percent and 11.5 percent for Ferroglobe Mangan Norge and Ferroglobe Manganèse France respectively, process, spread and cost assumptions
18. | Related party transactions and balances |
Balances with related parties are as follows:
March 31, 2021 | ||||||||||||||||
Receivables | Payables | |||||||||||||||
Non-Current | Current | Non-Current | Current | |||||||||||||
Inmobiliaria Espacio, S.A. | — | 2,941 | — | — | ||||||||||||
Villar Mir Energía, S.L.U. | 2,345 | — | — | 3,955 | ||||||||||||
Espacio Information Technology, S.A.U. | — | — | — | 966 | ||||||||||||
Aurinka Photovoltaic Group, S.L. | — | 124 | 120 | |||||||||||||
Other related parties | — | (2 | ) | — | 1 | |||||||||||
Total | 2,345 | 3,063 | — | 5,042 |
December 31, 2020 | ||||||||||||||||
Receivables | Payables | |||||||||||||||
Non-Current | Current | Non-Current | Current | |||||||||||||
Inmobiliaria Espacio, S.A. | — | 3,078 | — | — | ||||||||||||
Villar Mir Energía, S.L.U. | 2,454 | — | — | 2,458 | ||||||||||||
Espacio Information Technology, S.A.U. | — | — | — | 701 | ||||||||||||
Other related parties | — | (2 | ) | — | 37 | |||||||||||
Total | 2,454 | 3,076 | — | 3,196 |
17
Transactions with related parties and other related parties are as follows:
Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||||||||||
Sales and | Other | Sales and | Other | |||||||||||||||||||||||||||||
Oper- | Oper- | Oper- | Oper- | |||||||||||||||||||||||||||||
ating | Cost of | ating | Finance | ating | Cost of | ating | Finance | |||||||||||||||||||||||||
Income | Sales | Expenses | Income | Income | Sales | Expenses | Income | |||||||||||||||||||||||||
Inmobiliaria Espacio, S.A. | — | — | — | — | — | — | — | 16 | ||||||||||||||||||||||||
Villar Mir Energía, S.L.U. | — | 14,286 | 226 | — | — | 8,533 | 184 | — | ||||||||||||||||||||||||
Espacio Information Technology, S.A.U. | — | — | 1,003 | — | — | — | 872 | — | ||||||||||||||||||||||||
Enérgya VM Generación, S.L. | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Enérgya VM Gestión S.L. | — | — | 27 | — | — | — | 24 | — | ||||||||||||||||||||||||
Aurinka Photovoltaic Group, S.L. | — | — | 109 | — | — | — | 99 | — | ||||||||||||||||||||||||
Other related parties | — | — | 28 | — | — | — | 2 | — | ||||||||||||||||||||||||
Total | — | 14,286 | 1,393 | — | — | 8,533 | 1,181 | 16 |
Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||||||||||
Sales and | Other | Sales and | Other | |||||||||||||||||||||||||||||
Oper- | Oper- | Oper- | Oper- | |||||||||||||||||||||||||||||
ating | Cost of | ating | Finance | ating | Cost of | ating | Finance | |||||||||||||||||||||||||
Income | Sales | Expenses | Income | Income | Sales | Expenses | Income | |||||||||||||||||||||||||
Inmobiliaria Espacio, S.A. | — | — | — | (17 | ) | — | — | 1 | (51 | ) | ||||||||||||||||||||||
Villar Mir Energía, S.L.U. | — | 27,346 | 464 | — | — | 51,233 | 980 | — | ||||||||||||||||||||||||
Espacio Information Technology, S.A.U. | — | — | 2,425 | — | — | — | 2,339 | — | ||||||||||||||||||||||||
Enérgya VM Generación, S.L. | — | — | — | — | 13,230 | — | 152 | — | ||||||||||||||||||||||||
Enérgya VM Gestion S.L. | — | — | 56 | — | — | 75 | 81 | — | ||||||||||||||||||||||||
Aurinka Photovoltaic Group, S.L. | — | — | 130 | — | — | — | 9,509 | — | ||||||||||||||||||||||||
Other related parties | — | — | 2 | — | (142 | ) | — | 6 | — | |||||||||||||||||||||||
Total | — | 27,346 | 3,077 | (17 | ) | 13,088 | 51,308 | 13,068 | (51 | ) |
Cost of sales related to Villar Mir Energía, S.L.U represents purchases of power by the Company related to European electrometallurgy operations.
“Other operating expenses” mainly relates to service fees paid to Espacio Information Technology, S.A.U. for managing and maintenance services rendered related, basically, to the enterprise resource planning (‘ERP’) that some Company entities use; and other IT development projects.
During 2018 and 2017, under the solar joint venture agreement FerroAtlántica and other subsidiaries have purchased property, plant and equipment of $4,252 thousand and $3,611 thousand respectively, from Aurinka and Blue Power Corporation, S.L. Additionally, in 2019 FerroAtlántica paid the sum of $2,800 thousand to Aurinka in satisfaction of any claim Aurinka PV might otherwise have in relation to the termination of the Solar JV in July 2019.
19. | Sales |
Sales by segment area for the three months ended March 31, 2021 and 2020 are as follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2021 | 2020 | |||||||
Electrometallurgy - North America | 127,460 | 114,872 | ||||||
Electrometallurgy - Europe | 210,270 | 179,373 | ||||||
Electrometallurgy - South Africa | 24,624 | 21,421 | ||||||
Other segments | 8,085 | 7,901 | ||||||
Eliminations | (9,049 | ) | (12,344 | ) | ||||
Total | 361,390 | 311,223 |
Sales destination by country for the three months ended March 31, 2021 and 2020 are as follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2021 | 2020 | |||||||
USA | 125,543 | 108,158 | ||||||
Spain | 49,609 | 39,329 | ||||||
Germany | 55,986 | 53,224 | ||||||
Italy | 16,639 | 9,467 | ||||||
Other EU Countries | 54,613 | 59,539 | ||||||
Rest of World | 59,000 | 41,506 | ||||||
Total | 361,390 | 311,223 |
18
20. | Subsequent Events |
On April 21, 2021, the Company obtained the agreement in principle of 95.92% (by value) of the noteholders to restructure the Senior Notes and extend their maturity to December 2025. In light of this, the Company agreed an amendment to the Lock-Up Agreement to allow it to proceed to implement the transaction by way of an exchange offer instead of an English law scheme of arrangement. Although over 96% of the noteholders have now contractually agreed to support the transaction, there can nonetheless be no assurance that the proposed restructuring will be completed.
On April 30, 2021, Mr. José María Alapont resigned from the Board of Directors. Subsequently, on May 13, 2021, Ferroglobe appointed four new board directors and appointed Mr. Bruce Crockett as the Lead Independent Director.
On May 10, 2021, the Company filed a Form F-3 with the United States Securities and Exchange Comission to register a total amount of $40 million in securities. It describes the general terms of these securities and the general manner in which these securities will be offered.
On May 11, 2021, the Company increased the maximum cash consideration advanced for the borrowings from receivable factoring financing facility in EUR 20,000 thousand.
On May 12, 2021, the Company entered into a Note Purchase Agreement with the members of the “Ad Hoc Group” relating to the issuance of an initial $40 million of aggregate $60 million new senior secured notes. The conditions precedent to the Note Purchase Agreement have been satisfied and the initial $40 million is in the process of being settled.
On June 11, 2021, the Company filed a Form F-3 orginilly filed on May 10, 2021 with the United States Securities and Exchange Comission to filed solely to (i) amend the title of securities to be registered, (ii) increase the amount of securities that may be issued under the Registration Statement, (iii) revise the Calculation of Registration Fee table to reflect filing fees paid in connection with the additional securities that may be issued under the Registration Statement, (iv) revise the number of ordinary shares that the Board of Directors is authorized to issue without a requirement for further shareholder approval to 85,903,364 additional ordinary shares, (v) update the Description of Share Capital and Articles of Association and (vi) file Exhibits 5.1 and 23.2 and make corresponding updates to the exhibit index of the Registration Statement
On June 18, the Company entered into a successful signing of Equity Purchase Agreement relating to the sale of $40 million in aggregate gross proceeds of ordinary shares to certain investors
On June 23, the Company lunch of (A) offer to exchange the 9⅜% Senior Notes Due 2022 for a combination of new 9⅜% Senior Secured Notes due 2025 and equity fee, (B) consent solicitation relating to the 9⅜% Senior Notes due 2022 and (C) offer to subscribe for additional 9.0% Senior Secured Notes due 2025.
On June 29. the Company entered announcing Notification of ISIN and Common Codes in Connection with Offer to Exchange the 9⅜% Senior Notes Due 2022 and Offer to Subscribe for Additional 9.0% Senior Secured Notes Due 2025
On July 8, the Company announcing announcing Extension of Super Senior Notes Offer Subscription Deadline in connection with the Offer to Subscribe for Additional 9.0% Senior Secured Notes Due 2025
On July 22, the Company entered announcing (A) results of offer to exchange the 9⅜% Senior Notes due 2022 for a combination of new 9⅜% Senior Secures Notes due 2025 and equity fee and consent solicitation relating to the 9⅜% Senior Notes due 2022 and (B) receipt of offers to subscribe for additional 9.0% Senior Secured Notes due 2025 forth in the announcement made by the Parent on June 23, 2021, or in any other manner that the Ad Hoc Group (as defined below) may agree with the Parent.
19
On July 30, 2021, the Company announces the occurrence of “Transaction Effective Date” under Lock-up agreement dated March 27, 2021 and completion of the financing transactions. The financing consisted of:
(i) Extension of the maturity date of the Notes from March 31, 2022 to December 31, 2025
(ii) Issuance of $60 million of new senior secured notes, and
(iii) $40 million of equity issuance (8,918,618 shares)
As a result of the closing of the refinancing transactions, the percentage interest in the Company held by our largest shareholder, Grupo Villar Mir, S.A.U., was reduced from 53.8% to 49.3%. As a result, the Company no longer qualifies as a “controlled company” within the meaning of Nasdaq rules; however, the Company continues to follow the rules of the SEC and Nasdaq applicable to foreign private issuers.”
20
Exhibit 99.2
Ferroglobe PLC and Subsidiaries
Unaudited Interim Condensed Consolidated Financial
Statements as of June 30, 2021 and December 31,
2020 and for the three and six months ended June 30, 2021 and June 30, 2020.
FERROGLOBE PLC AND SUBSIDIARIES
UNAUDITED
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION AS OF JUNE 30, 2021 AND DECEMBER 31, 2020
Thousands of US dollars
June 30, | December 31, | |||||||||
Notes | 2021 | 2020 | ||||||||
ASSETS | ||||||||||
Non-current assets | ||||||||||
Goodwill | Note 4 | 29,702 | 29,702 | |||||||
Other intangible assets | Note 5 | 87,556 | 20,756 | |||||||
Property, plant and equipment | Note 6 | 587,602 | 620,034 | |||||||
Other non-current financial assets | Note 16 | 5,329 | 5,057 | |||||||
Deferred tax assets | Note 14 | 62 | — | |||||||
Non-current receivables from related parties | Note 18 | 2,377 | 2,454 | |||||||
Other non-current assets | 13,960 | 11,904 | ||||||||
Total non-current assets | 726,588 | 689,907 | ||||||||
Current assets | ||||||||||
Inventories | Note 7 | 239,750 | 246,549 | |||||||
Trade and other receivables | Note 8 | 283,990 | 242,262 | |||||||
Current receivables from related parties | Note 18 | 3,105 | 3,076 | |||||||
Current income tax assets | 8,826 | 12,072 | ||||||||
Other current financial assets | Note 16 | 1,003 | 1,008 | |||||||
Other current assets | 57,219 | 20,714 | ||||||||
Current restricted cash and cash equivalents | Note 9 | 6,149 | 28,843 | |||||||
Cash and cash equivalents | Note 9 | 99,940 | 102,714 | |||||||
Total current assets | 699,982 | 657,238 | ||||||||
Total assets | 1,426,570 | 1,347,145 | ||||||||
EQUITY AND LIABILITIES | ||||||||||
Equity | ||||||||||
Share capital | 1,784 | 1,784 | ||||||||
Reserves | 451,329 | 696,774 | ||||||||
Translation differences | (204,056 | ) | (206,759 | ) | ||||||
Valuation adjustments | 5,265 | 5,755 | ||||||||
Result attributable to the Parent | (65,472 | ) | (246,339 | ) | ||||||
Non-controlling interests | 110,619 | 114,504 | ||||||||
Total equity | Note 10 | 299,469 | 365,719 | |||||||
Non-current liabilities | ||||||||||
Deferred income | 37,570 | 620 | ||||||||
Provisions | Note 11 | 107,501 | 108,487 | |||||||
Bank borrowings | Note 12 | 4,061 | 5,277 | |||||||
Lease liabilities | Note 13 | 12,995 | 13,994 | |||||||
Debt instruments | Note 15 | 37,600 | 346,620 | |||||||
Other financial liabilities | 37,608 | 29,094 | ||||||||
Other non-current liabilities | 16,955 | 16,767 | ||||||||
Deferred tax liabilities | Note 14 | 23,956 | 27,781 | |||||||
Total non-current liabilities | 278,246 | 548,640 | ||||||||
Current liabilities | ||||||||||
Provisions | Note 11 | 102,269 | 55,296 | |||||||
Bank borrowings | Note 12 | 85,825 | 102,330 | |||||||
Lease liabilities | Note 13 | 8,709 | 8,542 | |||||||
Debt instruments | Note 15 | 359,318 | 10,888 | |||||||
Other financial liabilities | 23,732 | 34,802 | ||||||||
Payables to related parties | Note 18 | 6,131 | 3,196 | |||||||
Trade and other payables | 189,449 | 149,201 | ||||||||
Current income tax liabilities | 513 | 2,538 | ||||||||
Other current liabilities | 72,909 | 65,993 | ||||||||
Total current liabilities | 848,855 | 432,786 | ||||||||
Total equity and liabilities | 1,426,570 | 1,347,145 |
Unaudited data at June 30, 2021
Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements
1
FERROGLOBE PLC AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED INCOME
STATEMENT FOR THE THREE
AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
Thousands of US dollars
Three Months Ended | Six months ended | |||||||||||||||||
June 30, | June 30, | |||||||||||||||||
Notes | 2021 | 2020 | 2021 | 2020 | ||||||||||||||
Sales | Note 19 | 418,538 | 250,004 | 779,928 | 561,226 | |||||||||||||
Cost of sales | (267,939 | ) | (153,291 | ) | (518,104 | ) | (396,651 | ) | ||||||||||
Other operating income | 37,105 | 10,160 | 39,018 | 17,928 | ||||||||||||||
Staff costs | (63,197 | ) | (48,912 | ) | (158,464 | ) | (104,009 | ) | ||||||||||
Other operating expense | (93,171 | ) | (35,953 | ) | (130,006 | ) | (76,020 | ) | ||||||||||
Depreciation and amortization charges, operating allowances and write-downs | (23,523 | ) | (27,459 | ) | (48,808 | ) | (56,127 | ) | ||||||||||
Other gains and (losses) | 608 | 86 | 674 | (586 | ) | |||||||||||||
Operating profit (loss) | 8,421 | (5,365 | ) | (35,762 | ) | (54,239 | ) | |||||||||||
Net finance expense | (11,178 | ) | (16,693 | ) | (27,042 | ) | (33,177 | ) | ||||||||||
Financial instruments gain | Note 15 | — | — | — | 3,168 | |||||||||||||
Exchange differences | 3,237 | 2,634 | (6,077 | ) | 5,069 | |||||||||||||
Profit (loss) before taxes | 480 | (19,425 | ) | (68,881 | ) | (79,179 | ) | |||||||||||
Income tax benefit (expense) | 250 | 5,390 | 1,094 | 16,086 | ||||||||||||||
Profit (loss) from continuing operations | 730 | (14,035 | ) | (67,787 | ) | (63,093 | ) | |||||||||||
Profit (loss) from discontinued operations | — | — | — | — | ||||||||||||||
Profit (loss) for the period | 730 | (14,035 | ) | (67,787 | ) | (63,093 | ) | |||||||||||
Loss attributable to non-controlling interests | 1,180 | 1,928 | 2,315 | 3,087 | ||||||||||||||
Profit (loss) attributable to the Parent | 1,910 | (12,107 | ) | (65,472 | ) | (60,006 | ) |
Three Months Ended | Six Months Ended | |||||||||||||||||
June 30, | June 30, | |||||||||||||||||
From continued and discontinued operations | Notes | 2021 | 2020 | 2021 | 2020 | |||||||||||||
Profit (loss) attributable to the Parent | 1,910 | (12,107 | ) | (65,472 | ) | (60,006 | ) | |||||||||||
Weighted average basic shares outstanding (thousands) | 169,298 | 169,254 | 169,295 | 169,252 | ||||||||||||||
Basic profit (loss) per ordinary share | Note 10 | 0.01 | (0.07 | ) | (0.39 | ) | (0.35 | ) | ||||||||||
Weighted average basic shares outstanding (thousands) | 169,298 | 169,254 | 169,295 | 169,252 | ||||||||||||||
Effect of dilutive securities (thousands) | — | — | — | — | ||||||||||||||
Weighted average diluted shares outstanding (thousands) | 169,298 | 169,254 | 169,295 | 169,252 | ||||||||||||||
Diluted profit (loss) per ordinary share | Note 10 | 0.01 | (0.07 | ) | (0.39 | ) | (0.35 | ) |
Unaudited data at June 30, 2021 & 2020
Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.
2
FERROGLOBE PLC AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT
OF COMPREHENSIVE
INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
Thousands of US dollars
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Loss for the period | 730 | (14,035 | ) | (67,787 | ) | (63,093 | ) | |||||||||
Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||
Arising from cash flow hedges | — | — | — | 11,161 | ||||||||||||
Translation differences | 1,701 | 8,416 | 3,583 | (23,879 | ) | |||||||||||
Total income and expense recognized directly in equity | 1,701 | 8,416 | 3,583 | (12,718 | ) | |||||||||||
Items that have been reclassified to income or loss in the period: | ||||||||||||||||
Arising from cash flow hedges | (245 | ) | (222 | ) | (489 | ) | (6,345 | ) | ||||||||
Tax effect | — | — | — | (1,592 | ) | |||||||||||
Total transfers to income or loss | (245 | ) | (222 | ) | (489 | ) | (7,937 | ) | ||||||||
Other comprehensive income (loss) for the period, net of income tax | 1,456 | 8,194 | 3,094 | (20,655 | ) | |||||||||||
Total comprehensive (loss) income for the period | 2,186 | (5,841 | ) | (64,693 | ) | (83,748 | ) | |||||||||
Attributable to the Parent | 2,814 | (5,029 | ) | (63,258 | ) | (79,068 | ) | |||||||||
Attributable to non-controlling interests | (628 | ) | (812 | ) | (1,435 | ) | (4,680 | ) |
Unaudited data at June 30, 2021 & 2020
Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.
3
FERROGLOBE PLC AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020
Thousands of US dollars
Total Amounts Attributable to Owners | ||||||||||||||||||||||||||||||||
Shares | Share | Translation | Valuation | Result for | Non- controlling | |||||||||||||||||||||||||||
(thousands) | capital | Reserves | differences | adjustments | the period | interests | Total | |||||||||||||||||||||||||
Balance at December 31, 2019 | 170,864 | 1,784 | 975,358 | (210,152 | ) | (2,169 | ) | (280,601 | ) | 118,077 | 602,297 | |||||||||||||||||||||
Total comprehensive (loss) income | — | — | — | (23,878 | ) | 4,816 | (60,006 | ) | (4,680 | ) | (83,748 | ) | ||||||||||||||||||||
Share-based compensation | — | — | 1,425 | — | — | — | — | 1,425 | ||||||||||||||||||||||||
Distribution of 2019 profit | — | — | (280,601 | ) | — | — | 280,601 | — | — | |||||||||||||||||||||||
Balance at June 30, 2020 | 170,864 | 1,784 | 696,182 | (234,030 | ) | 2,647 | (60,006 | ) | 113,397 | 519,974 |
Total Amounts Attributable to Owners | ||||||||||||||||||||||||||||||||
Shares | Share | Translation | Valuation | Result for | Non- controlling | |||||||||||||||||||||||||||
(thousands) | capital | Reserves | differences | adjustments | the period | interests | Total | |||||||||||||||||||||||||
Balance at December 31, 2020 | 170,864 | 1,784 | 696,774 | (206,759 | ) | 5,755 | (246,339 | ) | 114,504 | 365,719 | ||||||||||||||||||||||
Total comprehensive (loss) income | — | — | — | 2,703 | (490 | ) | (65,472 | ) | (1,435 | ) | (64,694 | ) | ||||||||||||||||||||
Share-based compensation | — | — | 894 | — | — | — | — | 894 | ||||||||||||||||||||||||
Application of 20120 loss | — | — | (246,339 | ) | — | — | 246,339 | — | — | |||||||||||||||||||||||
Dividends paid to non-controlling interests | — | — | — | — | — | — | (2,450 | ) | (2,450 | ) | ||||||||||||||||||||||
Balance at June 30, 2021 | 170,864 | 1,784 | 451,329 | (204,056 | ) | 5,265 | (65,472 | ) | 110,619 | 299,469 |
Unaudited data at June 30, 2021 & 2020
Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.
4
FERROGLOBE PLC AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
Thousands of US dollars
June 30, | June 30, | |||||||
2021 | 2020 | |||||||
Cash flows from operating activities: | ||||||||
(Loss) for the period | (67,787 | ) | (63,093 | ) | ||||
Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
Income tax (benefit) | (1,094 | ) | (16,086 | ) | ||||
Depreciation and amortization charges, operating allowances and write-downs | 48,808 | 56,127 | ||||||
Net finance expense | 27,042 | 33,177 | ||||||
Financial derivative gain (loss) | — | (3,168 | ) | |||||
Exchange differences | 6,077 | (5,069 | ) | |||||
Loss (gain) due to changes in the value of asset | (264 | ) | — | |||||
Loss (gain) on disposal of non-current assets | (43 | ) | — | |||||
Share-based compensation | 894 | 1,426 | ||||||
Other adjustments | (368 | ) | 586 | |||||
Changes in operating assets and liabilities: | ||||||||
(Increase) decrease in inventories | 2,676 | 39,106 | ||||||
(Increase) decrease in trade receivables | (50,317 | ) | 129,369 | |||||
Increase (decrease) in trade payables | 42,336 | (30,379 | ) | |||||
Other changes in operating assets and liabilities | 4,902 | (27,884 | ) | |||||
Income tax paid | (1,235 | ) | 13,641 | |||||
Net used cash provided by operating activities | 11,627 | 127,753 | ||||||
Cash flows from investing activities: | ||||||||
Interest and finance income received | 163 | 339 | ||||||
Payments due to investments: | ||||||||
Other intangible assets | — | — | ||||||
Property, plant and equipment | (8,928 | ) | (9,662 | ) | ||||
Disposals: | ||||||||
Other non-current assets | 543 | — | ||||||
Net cash provided (used) by investing activities | (8,222 | ) | (9,323 | ) | ||||
Cash flows from financing activities: | ||||||||
Payment for debt issuance cost | (17,691 | ) | (1,855 | ) | ||||
Proceeds from debt issuance | 40,000 | — | ||||||
Increase/(decrease) in bank borrowings: | ||||||||
Borrowings | 277,635 | — | ||||||
Payments | (302,447 | ) | (65,560 | ) | ||||
Amounts paid due to leases | (6,013 | ) | (4,879 | ) | ||||
Other amounts received (paid) due to financing activities | — | 3,608 | ||||||
Interest paid | (20,348 | ) | (19,955 | ) | ||||
Net cash (used) provided by financing activities | (28,864 | ) | (88,641 | ) | ||||
Total net cash flows for the period | (25,459 | ) | 29,789 | |||||
Beginning balance of cash and cash equivalents | 131,557 | 123,175 | ||||||
Exchange differences on cash and cash equivalents in foreign currencies | (9 | ) | 278 | |||||
Ending balance of cash and cash equivalents | 106,089 | 153,242 | ||||||
Ending balance of cash and cash equivalents from statement of financial position | 99,940 | 124,876 | ||||||
Current restricted cash and cash equivalents | 6,149 | 28,366 | ||||||
Cash and restricted cash in the statement of financial position | 106,089 | 153,242 |
Unaudited data at June 30, 2021 & 2020
Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.
5
Ferroglobe PLC
and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
As of June 30, 2021 and December 31, 2020
and for the three and six months ended June 30, 2021 and 2020
(U.S. Dollars in thousands as otherwise indicated, except share and per share data)
1. | General information |
Ferroglobe PLC and subsidiaries (the “Company” or “Ferroglobe”) is among the world’s largest producers of silicon metal and silicon and manganese-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.
Ferroglobe PLC (the “Parent Company” or “the Parent”) is a public limited company that was incorporated in England and Wales on February 5, 2015 (formerly named ‘Velonewco Limited’). The Parent’s registered office is 5 Fleet Place, London, England, EC4M7RD.
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. or “FerroAtlántica”.
2. | Basis of preparation and changes to the Company’s accounting policies |
2.1 Basis of preparation
These unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the audited consolidated financial statements of Ferroglobe as of December 31, 2020.
The unaudited interim condensed consolidated financial statements as of June 30, 2021 and December 31, 2020 and for the three and six months ended June 30, 2021 and 2020 have been prepared assuming that the Company will continue as a going concern.
All accounting policies and measurement basis 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.
The consolidated financial statements for the year ended December 31, 2020 were prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. As of June 30, 2021, as reflected in our consolidated financial statements, the Company had cash and cash equivalents of $106.1 million, of which $6.1 million was restricted. The Company had an operating profit of $8.4 million and operating loss of $35.8 million, a net profit of $0.7 million and a net loss of $67.8 for the six and three months ended June 30, 2021.
COVID-19 has been and continues to be a complex and evolving situation, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, at various times and to varying degrees, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation; limitations on the size of in-person gatherings, restrictions on freight transportations, closures of, or occupancy or other operating limitations on work facilities, and quarantines and lock-downs .
6
As a result of this pandemic and the strict confinement and other public health measures taken around the world, the demand for our products in the second and third quarters of 2020 was reduced significantly compared with the first and fourth quarters of the year. During the fourth quarter of 2020, demand level for our products increased to levels similar to those prior to the outbreak. In first and second quarter of 2021, demand for our products has increased even further than in the fourth quarter of 2020. However, COVID-19 has negatively impacted, and will in the future negatively impact to an extent we are unable to predict, our revenues.
The main source of finance for the Company are the Senior Notes (the “Notes”) amounting $350,000 thousand due March 1, 2022. The Indenture governing the Notes includes provisions which, in the event of a change of control, would require the Company to offer to redeem the outstanding Notes at a cash purchase price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest. Based on the provisions cited above, a change of control as defined in the indenture is unlikely to occur, but the matter it is not within the Company’s control. If a change of control were to occur, the Company may not have sufficient financial resources available to satisfy all of its obligations. Management is pursuing additional sources of financing to increase liquidity to fund operations.
The Company has announced occurence of “transaction effective date” under lock-up agreement dated March 27, 2021 and completion of refinancing transactions.
Management acknowledges that the events and conditions relating to the uncertainty the potential repayment of the outstanding balance of the Notes should a change of control occur, and the difficulties in forecasting net cash flows in the current economic conditions because of the Covid-19 pandemic, together in aggregate give rise to a material uncertainty that may cast substantial doubt on the ability of the Company to continue as a going concern for a period of twelve months following the date our consolidated financial statements are issued. Notwithstanding the material uncertainty described above, management believes that the Group has adequate resources and considers it likely that the exchange of the Notes and additional capital will be completed, that will allow the Group to continue in operational existence for the foreseeable future. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as going concern.
These unaudited interim condensed consolidated financial statements were authorized for issue by the Company on September 30, 2021.
In determining the disclosures to be made on the various items in the financial statements or other matters, the Company, in accordance with IAS 34, considered their materiality in relation to the unaudited interim condensed consolidated financial statements for the period.
2.2 New standards, interpretations, and amendments adopted by the Company
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2020.
No new standards effective on January 1, 2021 have a material impact on the unaudited interim condensed consolidated financial statements. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
2.3 Responsibility for the information and use of estimates
The information in these consolidated financial statements is the responsibility of Ferroglobe’s Management.
Certain assumptions and estimates were made by management in the preparation of these unaudited interim condensed consolidated financial statements, including:
• | The impairment losses on goodwill; | |
• | The assumptions taken over forecast recovery in trading activity and cash liquidity management that mitigates any substantial doubt as to the Company’s ability to continue as a going concern; | |
• | The useful life of property, plant and equipment and intangible assets. | |
• | The fair value valuation of the plants, impairment losses on property, plant and equipment and intangible assets, determined by value in use or by fair value less cost of disposal methods. | |
• | The fair value of certain unquoted financial assets. | |
• | The fair value of financial instruments | |
• | The fair value of acquired assets and liabilities as a result of the business combinations. | |
• | The assumptions used in the actuarial calculation of pension liabilities. |
7
• | The discount rate used to calculate the present value of certain collection rights and payment obligations. | |
• | Provisions for contingencies and environmental liabilities. |
The Company based its estimates and judgments on historical experience, known or expected trends and other factors that are believed to be reasonable under the circumstances. Actual results may differ materially from these estimates. Changes in accounting estimates are applied in accordance with IAS 8.
At the date of preparation of these unaudited interim condensed consolidated financial statements no events had taken place that might constitute a significant source of uncertainty regarding the accounting effect that such events might have in future reporting periods.
3. | Segment reporting |
Operating segments are based upon the Company’s management reporting structure.
Ferroglobe has four reportable business segments, which are: Electrometallurgy - North America, Electrometallurgy - Europe, Electrometallurgy - South Africa, and Other segments.
The unaudited interim condensed consolidated income statements for the three and six months ended June 30, 2021 and 2020, by segment, are as follows:
Three Months Ended June 30, 2021 | ||||||||||||||||||||||||
Electro- | Electro- | |||||||||||||||||||||||
metallurgy - | Electro- | metallurgy - | Elim- | |||||||||||||||||||||
North | metallurgy - | South | Other | inations | ||||||||||||||||||||
America | Europe | Africa | segments | (*) | Total | |||||||||||||||||||
Sales | 131,251 | 259,297 | 30,406 | 10,420 | (12,836 | ) | 418,538 | |||||||||||||||||
Cost of sales | (84,125 | ) | (168,946 | ) | (20,986 | ) | (8,134 | ) | 14,252 | (267,939 | ) | |||||||||||||
Other operating income | 1,174 | 36,079 | 244 | 10,467 | (10,859 | ) | 37,105 | |||||||||||||||||
Staff costs | (19,330 | ) | (35,421 | ) | (3,350 | ) | (5,096 | ) | — | (63,197 | ) | |||||||||||||
Other operating expense | (11,414 | ) | (81,265 | ) | (3,799 | ) | (6,136 | ) | 9,443 | (93,171 | ) | |||||||||||||
Depreciation and amortization charges, operating allowances and write-downs | (14,194 | ) | (8,157 | ) | (963 | ) | (209 | ) | — | (23,523 | ) | |||||||||||||
Other gains and (losses) | — | (4 | ) | — | 12 | — | 8 | |||||||||||||||||
Impairment losses | — | — | — | — | — | — | ||||||||||||||||||
(Loss) gain due to changes in the value of assets | — | — | — | 243 | — | 243 | ||||||||||||||||||
(Loss) gain on disposal of non-current assets | (186 | ) | 543 | — | — | — | 357 | |||||||||||||||||
Operating profit | 3,176 | 2,126 | 1,552 | 1,567 | — | 8,421 | ||||||||||||||||||
Net finance expense | (311 | ) | (2,400 | ) | (549 | ) | (7,918 | ) | — | (11,178 | ) | |||||||||||||
Exchange differences | (150 | ) | (1,024 | ) | (177 | ) | 4,588 | — | 3,237 | |||||||||||||||
(Loss) profit before taxes | 2,715 | (1,298 | ) | 826 | (1,763 | ) | — | 480 | ||||||||||||||||
Income tax (expense) benefit | 237 | 691 | (298 | ) | (380 | ) | — | 250 | ||||||||||||||||
(Loss) profit for the period | 2,952 | (607 | ) | 528 | (2,143 | ) | — | 730 | ||||||||||||||||
Loss attributable to non-controlling interests | 1,081 | 2 | 73 | 24 | — | 1,180 | ||||||||||||||||||
(Loss) profit attributable to the Parent | 4,033 | (605 | ) | 601 | (2,119 | ) | — | 1,910 |
8
Three Months Ended June 30, 2020 | ||||||||||||||||||||||||
Electro- | Electro- | |||||||||||||||||||||||
metallurgy - | Electro- | metallurgy - | Elim- | |||||||||||||||||||||
North | metallurgy - | South | Other | inations | ||||||||||||||||||||
America | Europe | Africa | segments | (*) | Total | |||||||||||||||||||
Sales | 89,055 | 153,140 | 13,119 | 6,050 | (11,360 | ) | 250,004 | |||||||||||||||||
Cost of sales | (48,102 | ) | (103,005 | ) | (9,053 | ) | (4,329 | ) | 11,198 | (153,291 | ) | |||||||||||||
Other operating income | 454 | 9,620 | — | 6,734 | (6,648 | ) | 10,160 | |||||||||||||||||
Staff costs | (17,203 | ) | (28,455 | ) | (1,640 | ) | (1,614 | ) | — | (48,912 | ) | |||||||||||||
Other operating expense | (10,799 | ) | (19,470 | ) | (3,005 | ) | (9,489 | ) | 6,810 | (35,953 | ) | |||||||||||||
Depreciation and amortization charges, operating allowances and write-downs | (16,804 | ) | (9,173 | ) | (1,386 | ) | (96 | ) | — | (27,459 | ) | |||||||||||||
Other (loss) gain | (68 | ) | — | — | 154 | — | 86 | |||||||||||||||||
Operating (loss) profit | (3,467 | ) | 2,657 | (1,965 | ) | (2,591 | ) | — | (5,365 | ) | ||||||||||||||
Net finance expense | (111 | ) | (5,411 | ) | (737 | ) | (10,434 | ) | — | (16,693 | ) |
Exchange differences | (737 | ) | (3,549 | ) | (267 | ) | 7,187 | — | 2,634 | |||||||||||||||
(Loss) before taxes | (4,315 | ) | (6,303 | ) | (2,969 | ) | (5,838 | ) | — | (19,425 | ) | |||||||||||||
Income tax (expense) benefit | 1,389 | (242 | ) | 727 | 3,516 | — | 5,390 | |||||||||||||||||
(Loss) for the period | (2,926 | ) | (6,545 | ) | (2,242 | ) | (2,322 | ) | — | (14,035 | ) | |||||||||||||
Loss attributable to non-controlling interests | 1,749 | — | 120 | 59 | — | 1,928 | ||||||||||||||||||
(Loss) attributable to the Parent | (1,177 | ) | (6,545 | ) | (2,122 | ) | (2,263 | ) | — | (12,107 | ) |
Six Months Ended June 30, 2021 | ||||||||||||||||||||||||
Electro- | Electro- | |||||||||||||||||||||||
metallurgy - | Electro- | metallurgy - | Elim- | |||||||||||||||||||||
North | metallurgy - | South | Other | inations | ||||||||||||||||||||
America | Europe | Africa | segments | (*) | Total | |||||||||||||||||||
Sales | 258,711 | 469,567 | 55,030 | 18,505 | (21,885 | ) | 779,928 | |||||||||||||||||
Cost of sales | (164,807 | ) | (324,007 | ) | (37,255 | ) | (14,106 | ) | 22,071 | (518,104 | ) | |||||||||||||
Other operating income | 2,039 | 37,956 | 356 | 15,443 | (16,776 | ) | 39,018 | |||||||||||||||||
Staff costs | (39,720 | ) | (104,123 | ) | (6,592 | ) | (8,029 | ) | — | (158,464 | ) | |||||||||||||
Other operating expense | (21,674 | ) | (100,470 | ) | (6,431 | ) | (18,021 | ) | 16,590 | (130,006 | ) | |||||||||||||
Depreciation and amortization charges, operating allowances and write-downs | (28,280 | ) | (17,600 | ) | (2,560 | ) | (368 | ) | — | (48,808 | ) | |||||||||||||
Other gains and losses | — | — | — | 9 | — | 9 | ||||||||||||||||||
(Loss) gain due to changes in the value of assets | 264 | — | 264 | |||||||||||||||||||||
(Loss) gain on disposal of non-current assets | (143 | ) | 544 | — | — | — | 401 | |||||||||||||||||
Operating (loss) profit | 6,126 | (38,133 | ) | 2,548 | (6,303 | ) | — | (35,762 | ) | |||||||||||||||
Net finance expense | (544 | ) | (5,069 | ) | (1,366 | ) | (20,063 | ) | — | (27,042 | ) | |||||||||||||
Exchange differences | 99 | 3,228 | (453 | ) | (8,951 | ) | — | (6,077 | ) | |||||||||||||||
(Loss) profit before taxes | 5,681 | (39,974 | ) | 729 | (35,317 | ) | — | (68,881 | ) | |||||||||||||||
Income tax (expense) benefit | 164 | (186 | ) | (397 | ) | 1,513 | — | 1,094 | ||||||||||||||||
(Loss) profit for the period | 5,845 | (40,160 | ) | 332 | (33,804 | ) | — | (67,787 | ) | |||||||||||||||
Loss attributable to non-controlling interests | 2,194 | 12 | 71 | 38 | — | 2,315 | ||||||||||||||||||
(Loss) profit attributable to the Parent | 8,039 | (40,148 | ) | 403 | (33,766 | ) | — | (65,472 | ) |
9
Six Months Ended June 30, 2020 | ||||||||||||||||||||||||
Electro- | Electro- | |||||||||||||||||||||||
metallurgy - | Electro- | metallurgy - | Elim- | |||||||||||||||||||||
North | metallurgy - | South | Other | inations | ||||||||||||||||||||
America | Europe | Africa | segments | (*) | Total | |||||||||||||||||||
Sales | 203,927 | 332,514 | 34,540 | 13,951 | (23,706 | ) | 561,226 | |||||||||||||||||
Cost of sales | (123,068 | ) | (263,030 | ) | (23,973 | ) | (10,834 | ) | 24,254 | (396,651 | ) | |||||||||||||
Other operating income | 970 | 16,832 | — | 7,388 | (7,262 | ) | 17,928 | |||||||||||||||||
Staff costs | (37,749 | ) | (57,678 | ) | (5,206 | ) | (3,376 | ) | — | (104,009 | ) | |||||||||||||
Other operating expense | (24,111 | ) | (37,749 | ) | (6,934 | ) | (13,940 | ) | 6,714 | (76,020 | ) |
Depreciation and amortization charges, operating allowances and write-downs | (33,989 | ) | (18,639 | ) | (2,987 | ) | (512 | ) | — | (56,127 | ) | |||||||||||||
Other gains and (losses) | (441 | ) | 185 | — | (330 | ) | — | (586 | ) | |||||||||||||||
Operating (loss) | (14,461 | ) | (27,565 | ) | (4,560 | ) | (7,653 | ) | — | (54,239 | ) | |||||||||||||
Net finance expense | (228 | ) | (10,939 | ) | (1,566 | ) | (20,444 | ) | — | (33,177 | ) | |||||||||||||
Financial instruments gain | — | — | — | 3,168 | — | 3,168 | ||||||||||||||||||
Exchange differences | 860 | (2,466 | ) | 1,315 | 5,360 | — | 5,069 | |||||||||||||||||
(Loss) before taxes | (13,829 | ) | (40,970 | ) | (4,811 | ) | (19,569 | ) | — | (79,179 | ) | |||||||||||||
Income tax (expense) benefit | 3,336 | 6,891 | 1,044 | 4,815 | — | 16,086 | ||||||||||||||||||
(Loss) for the period | (10,493 | ) | (34,079 | ) | (3,767 | ) | (14,754 | ) | — | (63,093 | ) | |||||||||||||
Loss attributable to non-controlling interests | 2,913 | 1 | 59 | 114 | — | 3,087 | ||||||||||||||||||
(Loss) attributable to the Parent | (7,580 | ) | (34,078 | ) | (3,708 | ) | (14,640 | ) | — | (60,006 | ) |
10
The total assets and liabilities by reportable segment as of June 30, 2021 and December 31, 2020 are as follows:
June 30, 2021 | ||||||||||||||||||||||||
Electro- | Electro- | |||||||||||||||||||||||
metallurgy - | Electro- | metallurgy - | Elim- | |||||||||||||||||||||
North | metallurgy - | South | Other | inations | ||||||||||||||||||||
America | Europe | Africa | segments | (*) | Total | |||||||||||||||||||
Total assets | 1,199,818 | 1,038,171 | 116,206 | 1,709,559 | (2,637,184 | ) | 1,426,570 | |||||||||||||||||
Total equity and liabilities | (1,199,818 | ) | (1,038,171 | ) | (116,206 | ) | (1,709,559 | ) | 2,637,184 | (1,426,570 | ) |
December 31, 2020 | ||||||||||||||||||||||||
Electro- | Electro- | |||||||||||||||||||||||
metallurgy - | Electro- | metallurgy - | Elim- | |||||||||||||||||||||
North | metallurgy - | South | Other | inations | ||||||||||||||||||||
America | Europe | Africa | segments | (*) | Total | |||||||||||||||||||
Total assets | 1,081,792 | 906,036 | 114,872 | 1,057,414 | (1,812,969 | ) | 1,347,145 | |||||||||||||||||
Total equity and liabilities | (1,081,792 | ) | (906,036 | ) | (114,872 | ) | (1,057,414 | ) | 1,812,969 | (1,347,145 | ) |
(*) These amounts correspond to transactions between segments that are eliminated in the consolidation process
Sales by product line for the three and six months ended June 30, 2021 and 2020 are as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Silicon Metal | 157,982 | 106,063 | 298,000 | 223,967 | ||||||||||||
Silicon-based Alloys | 119,335 | 60,679 | 221,888 | 150,516 | ||||||||||||
Manganese-based Alloys | 96,615 | 60,156 | 181,837 | 131,852 | ||||||||||||
Other | 44,606 | 23,106 | 78,203 | 54,891 | ||||||||||||
Total | 418,538 | 250,004 | 779,928 | 561,226 |
Information about major customers
Total sales of $183,006 and $143,823, were attributable to the Company's top ten customers for the three months ended June 30, 2021 and 2020, respectively.
Total sales of $337,661 and $290,682, were attributable to the Company's top ten customers for the six months ended June 30, 2021 and 2020, respectively.
During the three months ended June 30, 2021, the Company had two customers that represented more than 10% of sales, with sales to Dow Corning, representing 13.14% of the total amount and Arcelor Mittal, representing 10.8% During the three months ended June 30, 2020, the Company did not have any customer that represented more than 10% of sales.
During the six months ended June 30, 2021, the Company had two customers that represented more than 10% of sales, with sales to Dow Corning, representing 13.14% of the total amount and Arcelor Mittal, representing 10.62%. During the six months ended June 30, 2020, the Company had one customer, Dow Corning, that represented 13.61% of sales.
11
4. Goodwill
December 31, 2020 | Impairment | Exchange Differences | June 30,
2021 | |||||||||||||
US Cash generating units | 29,702 | — | — | 29,702 |
In accordance with the requirements of IAS 36, goodwill is tested for impairment annually and if a triggering event that would indicate the carrying amount of a cash-generating unit may be impaired occurs. Impairment testing for goodwill is performed at a cash-generating unit level. The estimate of the recoverable value of the cash-generating units requires significant judgment in evaluation of overall market conditions, estimated future cash flows, discount rates and other factors, and are calculated based on management’s business plans.
5. Other intangible assets
Changes in the carrying amount of other intangible assets between December 31, 2020 and June 30, 2021 and 2020 are as follows:
Develop- | Power | Other | Accumu- | |||||||||||||||||||||||||||||
ment | Supply | Intan- | lated | |||||||||||||||||||||||||||||
Expen- | Agree- | Rights | Computer | gible | Depre- | Impair- | ||||||||||||||||||||||||||
diture | ments | of Use | Software | Assets | ciation | ment | Total | |||||||||||||||||||||||||
Balance at December 31, 2019 | 50,326 | 37,836 | 16,533 | 5,149 | 42,670 | (82,283 | ) | (18,964 | ) | 51,267 | ||||||||||||||||||||||
Additions | — | — | — | — | 12,750 | (3,378 | ) | — | 9,372 | |||||||||||||||||||||||
Disposals | — | — | — | — | (14,391 | ) | — | — | (14,391 | ) | ||||||||||||||||||||||
Exchange differences | (457 | ) | — | (61 | ) | (4 | ) | (1,511 | ) | 767 | 673 | (593 | ) | |||||||||||||||||||
Balance at June 30, 2020 | 49,869 | 37,836 | 16,472 | 5,145 | 39,518 | (84,894 | ) | (18,291 | ) | 45,655 |
Develop- | Power | Other | Accumu- | |||||||||||||||||||||||||||||
ment | Supply | Intan- | lated | |||||||||||||||||||||||||||||
Expen- | Agree- | Rights | Computer | gible | Depre- | Impair- | ||||||||||||||||||||||||||
diture | ments | of Use | Software | Assets | ciation | ment | Total | |||||||||||||||||||||||||
Balance at December 31, 2020 | 54,874 | 37,836 | 17,049 | 5,249 | 18,872 | (93,042 | ) | (20,082 | ) | 20,756 | ||||||||||||||||||||||
Additions | 154 | — | — | — | 118,444 | (3,387 | ) | — | 115,211 | |||||||||||||||||||||||
Disposals | — | — | — | — | (47,563 | ) | — | — | (47,563 | ) | ||||||||||||||||||||||
Exchange differences | (1,666 | ) | — | (45 | ) | (35 | ) | (725 | ) | 1,272 | 351 | (848 | ) | |||||||||||||||||||
Balance at June 30, 2021 | 53,362 | 37,836 | 17,004 | 5,214 | 89,028 | (95,157 | ) | (19,731 | ) | 87,556 |
Additions in other intangible assets in 2021 primarily relate to the acquisition of rights held to emit greenhouse gasses by certain French and Spanish subsidiaries.
Disposals of other intangible assets in 2021 are mainly due to C02 refunds.
12
6. Property, plant and equipment
The detail of Property, plant and equipment, during the year ended December 31,2020 and between December 31, 2020 and June 30, 2021 and 2020 are as follows:
Other | Adv- | |||||||||||||||||||||||||||||||||||||||||||
Fixt- | ances | |||||||||||||||||||||||||||||||||||||||||||
ures, | and | Other | Other | |||||||||||||||||||||||||||||||||||||||||
Land | Plant | Tools | PPE | Min- | Other | Items of | Items of | Accu- | ||||||||||||||||||||||||||||||||||||
and | and | and | under | eral | Items | Leased | Leased | mulated | ||||||||||||||||||||||||||||||||||||
Build- | Mach- | Fur- | Const- | Res- | of | Land | Plant | Depre- | Impair- | |||||||||||||||||||||||||||||||||||
ings | inery | niture | ruction | erves | PPE | & Buildings | & Machinery | ciation | ment | Total | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2019 | 196,586 | 1,273,837 | 8,819 | 106,651 | 59,502 | 34,463 | 13,298 | 21,333 | (865,937 | ) | (107,646 | ) | 740,906 | |||||||||||||||||||||||||||||||
Additions or charges | — | 431 | 126 | 5,129 | — | 7 | 708 | 482 | (52,793 | ) | — | (45,240 | ) | |||||||||||||||||||||||||||||||
Disposals or reductions | (239 | ) | (2,708 | ) | (4 | ) | — | — | — | — | — | 2,505 | — | (1,116 | ) | |||||||||||||||||||||||||||||
Transfers from/(to) other accounts | 246 | 5,226 | — | (5,495 | ) | — | — | — | — | — | — | (23 | ) | |||||||||||||||||||||||||||||||
Exchange differences | (2,012 | ) | (28,570 | ) | (1,336 | ) | (1,286 | ) | (774 | ) | (1,177 | ) | (42 | ) | (90 | ) | 16,993 | 848 | (17,446 | ) | ||||||||||||||||||||||||
Balance at June 30, 2020 | 194,581 | 1,248,216 | 7,605 | 104,999 | 58,728 | 33,293 | 13,964 | 21,725 | (899,232 | ) | (106,798 | ) | 677,081 |
Other | Adv- | |||||||||||||||||||||||||||||||||||||||||||
Fixt- | ances | |||||||||||||||||||||||||||||||||||||||||||
ures, | and | Other | Other | |||||||||||||||||||||||||||||||||||||||||
Land | Plant | Tools | PPE | Min- | Other | Items of | Items of | Accu- | ||||||||||||||||||||||||||||||||||||
and | and | and | under | eral | Items | Leased | Leased | mulated | ||||||||||||||||||||||||||||||||||||
Build- | Mach- | Fur- | Const- | Res- | of | Land | Plant | Depre- | Impair- | |||||||||||||||||||||||||||||||||||
ings | inery | niture | ruction | erves | PPE | & Buildings | & Machinery | ciation | ment | Total | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2020 | 208,025 | 1,331,585 | 8,422 | 124,029 | 59,325 | 33,188 | 17,588 | 24,446 | (995,507 | ) | (191,066 | ) | 620,034 | |||||||||||||||||||||||||||||||
Additions or charges | 622 | 2,891 | 41 | 10,522 | — | 5 | 180 | 4,189 | (45,421 | ) | — | (26,972 | ) | |||||||||||||||||||||||||||||||
Disposals or reductions | (254 | ) | (3,656 | ) | (196 | ) | (3,280 | ) | — | — | — | — | 4,299 | 609 | (2,478 | ) | ||||||||||||||||||||||||||||
Transfers from/(to) other accounts | (279 | ) | 10,800 | — | (10,518 | ) | — | (4 | ) | — | — | — | — | 0 | ||||||||||||||||||||||||||||||
Exchange differences | (3,609 | ) | (12,769 | ) | 94 | (3,133 | ) | 101 | 541 | (440 | ) | (569 | ) | 14,378 | 2,424 | (2,983 | ) | |||||||||||||||||||||||||||
Balance at June 30, 2021 | 204,505 | 1,328,851 | 8,361 | 117,620 | 59,426 | 33,730 | 17,328 | 28,066 | (1,022,251 | ) | (188,033 | ) | 587,602 |
7. Inventories
Inventories at June 30, 2021 and December 31, 2020, are as follows:
June 30, | December 31, | |||||||
2021 | 2020 | |||||||
Finished industrial goods | 81,953 | 100,711 | ||||||
Raw materials in progress and industrial supplies | 101,134 | 99,259 | ||||||
Other inventories | 44,028 | 46,274 | ||||||
Advances to suppliers | 12,635 | 305 | ||||||
Total | 239,750 | 246,549 |
8. Trade and other receivables
Trade and other receivables at June 30, 2021 and December 31, 2020, are as follows:
June 30, | December 31, | |||||||
2021 | 2020 | |||||||
Trade receivables | 248,326 | 203,930 | ||||||
Doubtful trade receivables | (1,529 | ) | (1,697 | ) | ||||
Trade receivables - net | 246,797 | 202,233 | ||||||
Tax receivables | 15,624 | 13,166 | ||||||
Government grant receivables | 12,024 | 23,016 | ||||||
Other receivables | 9,545 | 3,847 | ||||||
Total | 283,990 | 242,262 |
13
On February 6, 2020, the Company entered into an amended and restated accounts receivables securitization program via which trade receivables generated by certain of the Company’s subsidiaries in Spain and France are financed both directly through the existing Irish special purpose vehicle (“SPE”) and indirectly through a French “fonds commun de titrisation”. The incorporation of the “fonds commun de titrisation” into the program has allowed for the sale of certain Euro-denominated receivables that were not eligible under the previous structure and increased the available funding. The senior lender’s commitments under the amended and restated securitization program are $150,000 thousand. Finacity remained as intermediate subordinated lender providing a cash consideration of $2,808 thousand, and the Company’s European subsidiaries continued as senior subordinated and junior subordinated lenders as well as, having interests in the senior and intermediate subordinated loan tranches.
On October 2, 2020, the Company ended the receivables funding agreement and cancelled the securitization program, signing a new factoring agreement with a Leasing and Factoring Agent, for anticipating the collection of receivables of the Company’s European entities (Grupo FerroAtlántica, S.A. and FerroPem S.AS). As a result of the agreement, the Leasing and Factoring Agent provided a cash consideration of circa $48.8 million, repurchased the receivables portfolio sold to the SPE on September 28, and consequently assumed the loan tranche of the senior borrower to the SPE. Also, the senior loan and intermediate subordinate loan tranches were paid with internal sources of funds, terminating the financing structure of the securitization program.
During the year ended December 31, 2020, the Company repaid $107,657 thousand (EUR 95,695 thousand) in order to, prior to the termination of receivables funding agreement, optimize the level of borrowings of the SPE with the level of receivables in the securitization, and cancel all commitments in respect of loan tranches held by the Company.
Regarding the new factoring agreement, during the three and six months ended June 30, 2021, provided upfront cash consideration of approximately $149,945 thousand and $277,635 respectively. The Company repaid $271,547 thousand during the six months ended June 30, 2021, showing at June 30, 2021, an on-balance sheet bank borrowing debt of $84,761 thousand
At June 30, 2021, the Company held $97,373 thousand of accounts receivables recognized in consolidated balance sheet in respect of the factoring agreement. Finance costs incurred during the three and six months ended June 30, 2021, amounts $668 and $1,232 thousand respectively, recognized in finance costs in the consolidated income statement.
During the three months ended December 31, 2020, the new factoring agreement provided upfront cash consideration of approximately $169,105 thousand. The Company has repaid $95,800 thousand, showing at December 31, 2020, an on-balance sheet bank borrowing debt of $74,844 thousand.
At December 31, 2020, the Company held $89,154 thousand of accounts receivables recognized in consolidated balance sheet in respect of factoring agreement. Finance costs incurred during the year ended December 31, 2020, amounts $916 thousand, recognized in finance costs in the consolidated income statement.
Judgements relating to the recognition criteria
The Company has assessed whether it has transferred substantially all risks and rewards, continuing to be exposed to the variable returns from its involvement in the factoring agreement as it is exposed to credit risk, so the conclusion is that the derecognition criteria is not applicable and therefore, the account receivables sold is presented in the balance and an obligation is recognized as bank borrowings for the amount of cash advanced by the Leasing and Factoring Agent. The amount repayable under the factoring agreement is presented as on-balance sheet factoring and the debt assigned to factoring is showed as bank borrowings.
9. Cash and cash equivalents
Cash and cash equivalents comprise the following at June 30, 2021 and December 31, 2020:
June 30, | December 31, | |||||||
2021 | 2020 | |||||||
Cash and cash equivalents | 99,940 | 102,714 | ||||||
Current restricted cash presented as Cash | 6,149 | 28,843 | ||||||
Escrow: Hydro-electric assets sale | 5,943 | 6,137 | ||||||
ABL restricted cash | — | 22,500 | ||||||
Other | 206 | 206 | ||||||
Total | 106,089 | 131,557 |
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At June 30, 2021, Cash and cash equivalents comprises the guarantees taken over escrow account. The escrow was constituted in August 30, 2019. According to the agreement terms, the Purchaser and the Seller deposited in a restricted bank account a part of the share purchase price, guaranteeing any compensation to the purchaser for any claim under the contract. At December 31, 2020 in relation to the ABL Restricted cash, the amount constituted is fixed by agreement as liquidity covenants $22,500 (see Note 12). During the first quarter ABL was repayment as part of the overall refinancing.
10. Equity
Share capital
At June 30, 2021, the Company’s issued share capital consisted of 170,863,773 ordinary shares of $0.01. The Company held 1,659,669 ordinary shares in treasury. Therefore, at June 30, 2021 the total number of voting rights in the Company was 169,204,104.
At June 30, 2021, the largest shareholder was as follows:
Name | Number of Shares Beneficially Owned | Percentage of Outstanding Shares | ||||||
Grupo Villar Mir, S.A.U. | 91,125,521 | 53.8 | % |
Dividends
There were no dividends distributed by Ferroglobe PLC to ordinary shareholders for the three and six months ended June 30, 2021.
There were earnings distributed by a JV participated by a Globe Speciality Metals, Inc subsidiary to non-controlling interests for the three and six months ended June 30, 2021.
(Loss) profit per ordinary per share
Basic (loss) profit per ordinary share is calculated by dividing the consolidated (loss) profit for the period attributable to the Parent by the weighted average number of ordinary shares outstanding during the period, excluding the average number of treasury shares held in the period, if any.
Three Months Ended | Six Months Ended | |||||||||||||||
From continued and discontinued operations | June 30, | June 30, | ||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Basic (loss) profit per ordinary share computation | ||||||||||||||||
Numerator: | ||||||||||||||||
(Loss) profit attributable to the Parent | 1,910 | (12,107 | ) | (65,472 | ) | (60,006 | ) | |||||||||
Denominator: | ||||||||||||||||
Weighted average basic shares outstanding (thousands) | 169,298 | 169,254 | 169,254 | 169,123 | ||||||||||||
Basic (loss) profit per ordinary share | 0.01 | (0.07 | ) | (0.39 | ) | (0.35 | ) | |||||||||
Diluted (loss) profit per ordinary share computation | ||||||||||||||||
Numerator: | ||||||||||||||||
(Loss) profit attributable to the Parent | 1,910 | (12,107 | ) | (65,472 | ) | (60,006 | ) | |||||||||
Denominator: | ||||||||||||||||
Weighted average basic shares outstanding (thousands) | 169,298 | 169,254 | 169,295 | 169,252 | ||||||||||||
Effect of dilutive securities (thousands) | — | — | — | — | ||||||||||||
Weighted average dilutive shares outstanding (thousands) | 169,298 | 169,254 | 169,295 | 169,252 | ||||||||||||
Diluted (loss) profit per ordinary share | 0.01 | (0.07 | ) | (0.39 | ) | (0.35 | ) |
Potential ordinary shares of 64,185 and 472,480 were excluded from the calculation of diluted profit (loss) per ordinary share for the three and six months ended June 30, 2021, and 2020, because the effect would be anti-dilutive.
After the closing, at July 29, 2021, the company issued 8,913,872 shares par value $0.01 per share, of Ferroglobe PLC
15
11. Provisions
Non-current and current Provisions comprise the following at June 30, 2021 and December 31, 2020:
June 30, 2021 | December 31, 2020 | |||||||||||||||||||||||
Non- Current | Current | Total | Non- Current | Current | Total | |||||||||||||||||||
Provision for pensions | 56,048 | 205 | 56,253 | 56,395 | 191 | 56,586 | ||||||||||||||||||
Environmental provision | 3,019 | 1,233 | 4,252 | 2,910 | 1,256 | 4,166 | ||||||||||||||||||
Provisions for litigation | — | 1,142 | 1,142 | — | 1,355 | 1,355 | ||||||||||||||||||
Provisions for third-party liability | 10,359 | — | 10,359 | 10,759 | — | 10,759 | ||||||||||||||||||
Provisions for C02 emissions allowances | 1,526 | 47,436 | 48,962 | — | 40,161 | 40,161 | ||||||||||||||||||
Other provisions | 36,549 | 52,253 | 88,802 | 38,423 | 12,333 | 50,756 | ||||||||||||||||||
Total | 107,501 | 102,269 | 209,770 | 108,487 | 55,296 | 163,783 |
In the ordinary course of business, the Company is subject to various loss contingencies arising from lawsuits, investigations, claims and proceedings, including, but not limited to, labor and employment, commercial, environmental, safety, and health matters, as well as claims and indemnities associated with its historical acquisitions and divestitures. The nature and frequency of these contingencies, as well their effect on future operations and earnings, are unpredictable and inherently difficult to estimate.
12. Bank borrowings
Non-current and current Bank borrowings comprise the following:
June 30, 2021 | ||||||||||||||||
Non-Current | Current | |||||||||||||||
Limit | Amount | Amount | Total | |||||||||||||
Borrowings carried at amortised cost: | ||||||||||||||||
Borrowings from supplier factoring facility | 95,072 | — | 84,761 | 84,761 | ||||||||||||
Other loans | — | 4,061 | 1,064 | 5,125 | ||||||||||||
Total | 4,061 | 85,825 | 89,886 |
December 31, 2020 | ||||||||||||||||
Non-Current | Current | |||||||||||||||
Limit | Amount | Amount | Total | |||||||||||||
Borrowings carried at amortised cost: | ||||||||||||||||
Credit facilities | 100,000 | — | 27,237 | 27,237 | ||||||||||||
Borrowings from supplier factoring facility | 73,626 | — | 74,844 | 74,844 | ||||||||||||
Other loans | — | 5,277 | 249 | 5,526 | ||||||||||||
Total | 5,277 | 102,330 | 107,607 |
Credit Facilities
On October 11, 2019, Ferroglobe closed a $100,000 North-American asset-based revolving credit facility (the “ABL Revolver”), with Globe Specialty Metals, Inc., and QSIP Canada ULC, each a subsidiary of the Company, and PNC Bank, as lender.
The maximum advances granted by the lender were up to the lesser of $100 million and the Formula Amount. Under the ABL Revolver, and in respect of LIBOR Rate Loans, the interest to be paid was LIBOR plus applicable margin, and in respect of Domestic Rate Loans, the interest was ABR plus applicable margin. ABR shall mean the highest of (i) the PNC Bank prime rate, (ii) overnight bank funding rate plus 0.5% and (iii) daily LIBOR plus 1.0%.
With respect to the covenants, at 31 December 2020, under the ABL Revolver, Globe Specialty Metals, Inc., and QSIP Canada ULC pledged assets as collateral to PNC Bank as follows: eligible third party receivables in the sum of $31M, and eligible inventory including raw materials, WIP, finished goods, spare parts and packaging in the sum of $25M. Deducted from the eligible assets were outstanding letters of credit equalling $6M, reserves $0.6M and a minimum undrawn availability of $10M, leaving a total ABL Revolver balance of $38M as at December 31, 2020.
16
On March 16, 2021, the Company has repaid in its entirety the remaining balance at the date for an amount equal to $31,299 thousand, cancelling its obligations derived from the contract.
Borrowings from receivable factoring facility
On October 2, 2020, the Company ended the receivables funding agreement over European receivables, signing a new factoring agreement with a Leasing and Factoring Agent, for anticipating the collection of receivables of the Company’s European entities. As a result of the agreement, the Agent provided a cash consideration of circa $48.8 million, repurchased the receivables portfolio sold to the SPE on September 28, and consequently assumed the loan tranche of the senior borrower to the SPE. Also, the senior loan and intermediate subordinate loan tranches were paid with internal sources of funds, terminating the financing structure of the securitization program.
The main characteristics of the agreement are the following:
· | the maximum cash consideration advanced for the financing facility is up to EUR 80,000 thousand; |
· | over collateralization of 10% of accounts receivable as guarantee provided to the Agent until payment has been satisfied; |
· | annual fee of 0.15% applied to the annual revenues ceded to the Agent; |
· | financing commission of 1% charged annually. |
Other conditions are set in relation to credit insurance policy has been structured in an excess of loss policy where the first EUR 5,000 thousand of bad debt losses are not covered by the insurance provider. The Company has assumed the cash collateralization for the entire excess of loss, as agreed in contractual terms.
Judgements relating to the recognition criteria
The Company has assessed whether it has transferred substantially all risks and rewards, continuing to be exposed to the variable returns from its involvement in the factoring agreement as it is exposed to credit risk as, the conclusion is that the derecognition criteria is not applicable and therefore, the account receivables sold is presented in the balance as the cash received is presented as an obligation to be repaid as bank borrowings.
As of December 31, 2020, the Company has exceeded the limit; the lender has agreed a temporary increase of the limit.
Other Loans
Include loans held by The Company to finance their current activities in France, signed in July 20 for an amount of $5,125 thousand.
13. Leases
Leases are shown as follows in the balance sheet at June 30, 2021 and December 31, 2020:
June 30, 2021 | December 31, 2020 | |||||||
Non-current assets | ||||||||
Leased land and buildings | 17,328 | 17,588 | ||||||
Leased plant and machinery | 28,066 | 24,446 | ||||||
Total | 45,394 | 42,034 | ||||||
Non-current liabilities | ||||||||
Lease liabilities | (12,995 | ) | (13,994 | ) | ||||
Current liabilities | ||||||||
Lease liabilities | (8,709 | ) | (8,542 | ) | ||||
Total | (21,704 | ) | (22,536 | ) |
In relation to leases under IFRS 16, the Company has recognized depreciation and interest costs instead of operating lease expense. During the three months ended June 30, 2021, the Company recognized $2,602 thousand of depreciation charges and $319 thousand of interest costs from these leases.
During the six months ended June 30, 2021, the Company recognized $4,893 thousand of depreciation charges and $589 thousand of interest costs from these leases. ($9,947 and $1,358 at December 31, 2020)
17
14. Tax matters
The components of current and deferred income tax expense (benefit) are as follows:
Three Months Ended June | Six Months Ended June | |||||||
2021 | 2021 | |||||||
Consolidated income statement | ||||||||
Current income tax | ||||||||
Current income tax charge/(credit) | 1,654 | 3,118 | ||||||
Adjustment in current income tax in respect of prior years | — | — | ||||||
Total | 1,654 | 3,118 | ||||||
Deferred tax | ||||||||
Origination and reversal of temporary differences | (1,903 | ) | (4,211 | ) | ||||
Impact of tax changes | — | — | ||||||
Impairment if deferred tax assets | — | — | ||||||
Adjustment in deferred tax in respect of prior years | — | — | ||||||
Total | (1,903 | ) | (4,211 | ) | ||||
Income Tax benefit | (249 | ) | (1,093 | ) |
The movement in deferred tax balances at June 30, 2021, is as follows:
Recognised in | Balance at June 30, | |||||||||||||||
Net Balance at January 1, 2021 | Profit and Loss | Exchange Differences | 2021 Net | |||||||||||||
Intangible assets | (458 | ) | 42 | (1 | ) | (417 | ) | |||||||||
Biological assets | (1 | ) | — | — | (1 | ) | ||||||||||
Provisions | 14,235 | 1,420 | (10 | ) | 15,645 | |||||||||||
Property, plant & equipment | (48,263 | ) | 3,210 | (470 | ) | (45,523 | ) | |||||||||
Inventories | 64 | 34 | 0 | 98 | ||||||||||||
Hedging Instruments | — | — | — | — | ||||||||||||
Tax losses | 9,525 | (1,340 | ) | 188 | 8,372 | |||||||||||
Incentives & credits | 1,426 | 305 | (2 | ) | 1,730 | |||||||||||
Partnership interest | (8,983 | ) | — | — | (8,983 | ) | ||||||||||
Other | 4,674 | 539 | (28 | ) | 5,185 | |||||||||||
Net tax assets | (27,781 | ) | 4,211 | (323 | ) | (23,894 | ) |
Presented in the statement of financial position as follows:
June 30, | December 31, | |||||||
2021 | 2020 | |||||||
Deferred tax assets | 33,216 | 31,528 | ||||||
Deferred tax liabilities | (57,110 | ) | (59,309 | ) | ||||
Net Total Deferred Tax Asset / (Liability) | (23,894 | ) | (27,781 | ) |
Unrecognized deductible temporary differences, unused tax losses and unused tax credits:
June 30, | December 31, | |||||||
2021 | 2020 | |||||||
Unused tax losses | 523,389 | 513,189 | ||||||
Unused tax credits | 8,685 | 8,685 | ||||||
Unrecognised deductible temporary differences | 117,152 | 106,952 | ||||||
Total | 649,226 | 628,826 |
18
Management of tax risks
The Company is committed to conducting its tax affairs consistent with the following objectives:
(i) | to comply with relevant laws, rules, regulations, and reporting and disclosure requirements in whichever jurisdiction it operates; |
(ii) | to maintain mutual trust, transparency and respect in its dealings with all tax authorities; and |
(iii) | to adhere with best practice and comply with the Company's internal corporate governance procedures, including but not limited to its Code of Conduct. |
For further details please refer to the group's tax strategy which can be found here: http://investor.ferroglobe.com/corporate-governance.
The Group's tax department maintains a tax risk register on a jurisdictional basis.
In the jurisdictions in which the Company operates, tax returns cannot be deemed final until they have been audited by the tax authorities or until the statute-of-limitations has expired. The number of open tax years subject to examination varies depending on the tax jurisdiction. In general, the Company has the last four years open to review. The criteria that the tax authorities might adopt in relation to the years open for review could give rise to tax liabilities which cannot be quantified.
15. Debt instruments
June 30, 2021 | December 31, 2020 | |||||||
Notes carried at amortised cost | ||||||||
Secured Super Senior Notes | 40,000 | — | ||||||
Unsecured Principal amount | 350,000 | 350,000 | ||||||
Unamortised issuance costs | (3,940 | ) | (3,380 | ) | ||||
Accrued coupon interest | 10,858 | 10,888 | ||||||
Total | 396,918 | 357,508 | ||||||
Amount due for settlement within 12 months | 359,318 | 10,888 | ||||||
Amount due for settlement after 12 months | 37,600 | 346,620 | ||||||
Total | 396,918 | 357,508 |
On February 15, 2017, Ferroglobe and Globe (together, the "Issuers") issued $350,000 aggregate principal amount of 9.375% Senior unsecured Notes due March 1, 2022 (the "Notes"). Issuance costs of $12,116 were incurred. The principal amounts of the Notes issued by Ferroglobe and Globe were $150,000 and $200,000, respectively. Interest on the Notes is payable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2017.
The Notes are senior unsecured obligations of the Issuers and are guaranteed on a senior basis by certain subsidiaries of Ferroglobe. The Notes are listed on the Irish Stock Exchange. The associated Indenture contains certain negative covenants. Additionally, if the Issuers experience a change of control the Indenture requires the Issuers to offer to redeem the Notes at 101% of their principal amount. Grupo Villar Mir S.A.U. owns 53.9% of the Company's outstanding shares and has pledged them to secure its obligations to certain banks. The Company would experience a change in control and would be required to offer redemption of bonds in accordance with the Indenture if Grupo Villar Mir S.A.U. defaults on the underlying loan.
The fair value of the Notes, determined by reference to the closing market price on the last trading day of June 30, 2021 was $357,077 thousand (December 31, 2020 $268,538 thousand)
Agreement in Principle on the Terms of the financing proposal
As of the date of the consolidated financial statements, holders holding approximately 96% in aggregate principal amount of Notes have signed a lock-up agreement (the “Lock-Up Agreement”) with the Ad Hoc Group Noteholders, Grupo VM and affiliates of Tyrus Capital to support the proposed restructuring as set out in the Lock-Up Agreement and including an extension of the bond maturity, but there can be no assurance that such support will not be withdrawn prior to implementation of the proposed restructuring or that, if withdrawn, additional consents required to implement the proposed restructuring will be obtained.
On July 30, 2021, the Company announces the occurrence of “Transaction Effective Date” under Lock-up agreement dated March 27, 2021 and completion of the financing transactions. The financing consisted of:
19
(i) | Extension of the maturity date of the Notes from March 31, 2022 to December 31, 2025 |
(ii) | Issuance of $60 million of new senior secured notes (Super Senior Notes), and |
(iii) | $40 million of equity issuance |
As a consequence of the financing transactions, $40 of the $60 million of new senior secured notes were issued on May 17, 2021.
16. Other Financial Assets
June 30, 2021 | December 31, 2020 | |||||||||||||||||||||||
Non- Current | Current | Total | Non- Current | Current | Total | |||||||||||||||||||
Other Financial Assets | 5,329 | 1,003 | 6,332 | 5,057 | 1,008 | 6,065 |
Other financial assets comprise assets at amortised cost, that mainly includes deposits given to French government by Ferropem, a Ferroglobe subsidiary, in respect of effort de construction, and listed equity comprises investments held by Globe Argentina Metales in Pampa Energía.
17. Financial instruments and fair values
Assets and liabilities measured at fair value by level are as follows:
June 30, 2021 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Other current financial assets | ||||||||||||||||
Listed equity securities | 2,871 | — | — | 2,871 | ||||||||||||
Other non-current liabilities: | ||||||||||||||||
Contingent consideration | — | — | (16,632 | ) | (16,632 | ) |
December 31, 2020 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Other financial assets | ||||||||||||||||
Listed equity securities | 2,609 | — | — | 2,609 | ||||||||||||
Other liabilities: | ||||||||||||||||
Contingent consideration | — | — | (16,632 | ) | (16,632 | ) |
Contingent consideration is related to the acquisition of Kintuck (France) SAS and Kintuck (Norway) AS, which requires the Company to pay the former owners a sliding scale commission based on the silicomanganese and ferromanganese sales spreads of Ferroglobe Mangan Norge and Ferroglobe Manganèse France, up to a maximum amount of $60,000 thousand (undiscounted). The contingent consideration applies to sales made up to eight and a half years from the date of acquisition (February 1, 2018). The potential undiscounted amount of all future payments that the Company could be required to make under the contingent consideration arrangement is between $0 thousand and $60,000 thousand. The fair value of the contingent consideration arrangement of $16,632 thousand ($16,632 thousand in December, 2020) was estimated by applying the income approach based on a Monte Carlo simulation considering various scenarios of fluctuations of future manganese alloy spreads as well as the cyclicality of manganese alloy pricing. The fair value measurement is based on significant inputs that are not observable in the market, which IFRS 13 Fair Value Measurement refers to as Level 3 inputs. Key assumptions include discount rates of 12.5 percent and 11.5 percent for Ferroglobe Mangan Norge and Ferroglobe Manganèse France respectively, process, spread and cost assumptions.
18. Related party transactions and balances
Balances with related parties are as follows:
June 30, 2021 | ||||||||||||||||
Receivables | Payables | |||||||||||||||
Non-Current | Current | Non-Current | Current | |||||||||||||
Inmobiliaria Espacio, S.A. | — | 2,981 | — | — | ||||||||||||
Villar Mir Energía, S.L.U. | 2,377 | — | — | 5,134 | ||||||||||||
Espacio Information Technology, S.A.U. | — | — | — | 954 | ||||||||||||
Aurinka Photovoltaic Group, S.L. | — | 126 | 43 | |||||||||||||
Other related parties | — | (2 | ) | — | — | |||||||||||
Total | 2,377 | 3,105 | — | 6,131 |
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December 31, 2020 | ||||||||||||||||
Receivables | Payables | |||||||||||||||
Non-Current | Current | Non-Current | Current | |||||||||||||
Inmobiliaria Espacio, S.A. | — | 3,078 | — | — | ||||||||||||
Villar Mir Energía, S.L.U. | 2,454 | — | — | 2,458 | ||||||||||||
Espacio Information Technology, S.A.U. | — | — | — | 701 | ||||||||||||
Other related parties | — | (2 | ) | — | 37 | |||||||||||
Total | 2,454 | 3,076 | — | 3,196 |
Transactions with related parties and other related parties are as follows:
Three Months Ended June 30, | ||||||||||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||||||||||
Sales and | Other | Sales and | Other | |||||||||||||||||||||||||||||
Oper- | Oper- | Oper- | Oper- | |||||||||||||||||||||||||||||
ating | Cost of | ating | Finance | ating | Cost of | ating | Finance | |||||||||||||||||||||||||
Income | Sales | Expenses | Income | Income | Sales | Expenses | Income | |||||||||||||||||||||||||
Inmobiliaria Espacio, S.A. | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Villar Mir Energía, S.L.U. | — | 29,171 | 254 | — | — | 8,177 | 103 | — | ||||||||||||||||||||||||
Espacio Information Technology, S.A.U. | — | — | 805 | — | — | — | 727 | — | ||||||||||||||||||||||||
Enérgya VM Generación, S.L. | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Enérgya VM Gestión S.L. | — | — | 28 | — | — | — | 13 | — | ||||||||||||||||||||||||
Aurinka Photovoltaic Group, S.L. | — | — | (36 | ) | — | — | — | 99 | — | |||||||||||||||||||||||
Other related parties | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Total | — | 29,171 | 1,051 | — | — | 8,177 | 942 | — |
Six Months Ended June 30, | ||||||||||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||||||||||
Sales and | Other | Sales and | Other | |||||||||||||||||||||||||||||
Oper- | Oper- | Oper- | Oper- | |||||||||||||||||||||||||||||
ating | Cost of | ating | Finance | ating | Cost of | ating | Finance | |||||||||||||||||||||||||
Income | Sales | Expenses | Income | Income | Sales | Expenses | Income | |||||||||||||||||||||||||
Inmobiliaria Espacio, S.A. | — | — | — | (17 | ) | — | — | — | 16 | |||||||||||||||||||||||
Villar Mir Energía, S.L.U. | — | 43,457 | 480 | — | — | 16,710 | 345 | — | ||||||||||||||||||||||||
Espacio Information Technology, S.A.U. | — | — | 1,808 | — | — | — | 1,600 | — | ||||||||||||||||||||||||
Enérgya VM Generación, S.L. | — | — | — | — | — | . | — | — | ||||||||||||||||||||||||
Enérgya VM Gestion S.L. | — | — | 55 | — | — | — | 37 | — | ||||||||||||||||||||||||
Aurinka Photovoltaic Group, S.L. | — | — | 72 | — | — | — | 198 | — | ||||||||||||||||||||||||
Other related parties | — | — | 1 | — | — | — | 2 | — | ||||||||||||||||||||||||
Total | — | 43,457 | 2,416 | (17 | ) | — | 16,710 | 2,182 | 16 |
Cost of sales related to Villar Mir Energía, S.L.U represents purchases of power by the Company related to European electrometallurgy operations.
“Other operating expenses” mainly relates to service fees paid to Espacio Information Technology, S.A.U. for managing and maintenance services rendered related, basically, to the enterprise resource planning (‘ERP’) that some Company entities use; and other IT development projects.
During 2018 and 2017, under the solar joint venture agreement FerroAtlántica and other subsidiaries have purchased property, plant and equipment of $4,252 thousand and $3,611 thousand respectively, from Aurinka and Blue Power Corporation, S.L. Additionally, in 2019 FerroAtlántica paid the sum of $2,800 thousand to Aurinka in satisfaction of any claim Aurinka PV might otherwise have in relation to the termination of the Solar JV in July 2019.
19. Sales
Sales by segment area for the three and six months ended June 30, 2021 and 2020 are as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Electrometallurgy - North America | 131,251 | 89,055 | 258,711 | 203,927 | ||||||||||||
Electrometallurgy - Europe | 259,297 | 153,140 | 469,567 | 332,514 | ||||||||||||
Electrometallurgy - South Africa | 30,406 | 13,119 | 55,030 | 34,540 | ||||||||||||
Other segments | 10,420 | 6,050 | 18,505 | 13,951 | ||||||||||||
Eliminations | (12,836 | ) | (11,360 | ) | (21,885 | ) | (23,706 | ) | ||||||||
Total | 418,538 | 250,004 | 779,928 | 561,226 |
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Sales destination by country for the three and six months ended June 30, 2021 and 2020 are as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
USA | 130,908 | 82,503 | 256,421 | 190,661 | ||||||||||||
Spain | 63,361 | 25,674 | 112,969 | 65,003 | ||||||||||||
Germany | 66,311 | 43,543 | 122,296 | 96,767 | ||||||||||||
Italy | 18,605 | 9,860 | 35,244 | 19,328 | ||||||||||||
Other EU Countries | 72,207 | 38,994 | 126,827 | 98,533 | ||||||||||||
Rest of World | 67,146 | 49,430 | 126,171 | 90,934 | ||||||||||||
Total | 418,538 | 250,004 | 779,928 | 561,226 |
20. Subsequent Events
On July 30, 2021, the Company announces the occurrence of “Transaction Effective Date” under Lock-up agreement dated March 27, 2021 and completion of the financing transactions. The financing consisted of:
(i) | Extension of the maturity date of the Notes from March 31, 2022 to December 31, 2025 |
(ii) | Issuance of $60 million of new senior secured notes, and |
(iii) | $40 million of equity issuance (8,918,618 shares) |
As a result of the closing of the refinancing transactions, the percentage interest in the Company held by our largest shareholder, Grupo Villar Mir, S.A.U., was reduced from 53.8% to 49.3%. As a result, the Company no longer qualifies as a “controlled company” within the meaning of Nasdaq rules; however, the Company continues to follow the rules of the SEC and Nasdaq applicable to foreign private issuers.”
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