UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) | |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Date of event requiring this shell company report Commission file number: | |
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
+44‑(0)
(Address of principal executive offices)
+44‑(0)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol(s) |
| Name of each exchange on which registered | |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.
Ordinary Shares (nominal value of $0.01) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ◻
Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ◻ | Non-accelerated filer ◻ | |
Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ◻
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ◻ | Other ◻ | |
by the International Accounting Standards Board ⌧ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ◻ Item 18 ◻
If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
TABLE OF CONTENTS
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MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS. | 122 | |
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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. | 127 | |
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DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 128 | |
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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report includes statements that are, or may be deemed to be, forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements are made under the “safe harbor” provision under Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this Annual Report, including, without limitation, those regarding our future financial position and results of operations, our strategy, plans, objectives, goals and targets, future developments in the markets in which we operate or are seeking to operate or anticipated regulatory changes in the markets in which we operate or intend to operate. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict(s),” “will,” “expect(s),” “estimate(s),” “project(s),” “positioned,” “strategy,” “outlook,” “aim,” “assume,” “continue,” “forecast,” “guidance,” “projected,” “risk” and similar expressions.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and are based on numerous assumptions. Our actual results of operations, financial condition and the development of events may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements. Investors should read the section entitled “Item 3.D.—Key Information—Risk Factors” and the description of our segments in the section entitled “Item 4.B.—Information on the Company—Business Overview” for a more complete discussion of the factors that could affect us. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in, or suggested by, the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following:
| ● | the impacts of the Ukraine-Russia conflict; |
| ● | increases in energy prices, disruptions in the supply of power and changes in governmental regulation of the power sector and the effect on costs of production; |
| ● | the outcomes of pending or potential litigation; |
| ● | operating costs, customer losses and business disruptions (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) that may be greater than expected; |
| ● | the retention of certain key employees; |
| ● | the current and anticipated competitive landscape; |
| ● | our ability to adapt products and services to changes in technology or the marketplace; |
| ● | our ability to maintain and grow relationships with customers and clients; |
| ● | the historic cyclicality of the metals industry and the attendant swings in market price and demand; |
| ● | the availability of raw materials and transportation; |
| ● | costs associated with labor disputes and stoppages; |
| ● | our ability to maintain our liquidity and to generate sufficient cash to service indebtedness; |
| ● | the integration and development of prior and future acquisitions; |
| ● | the availability and cost of maintaining adequate levels of insurance; |
| ● | our ability to protect trade secrets, trademarks and other intellectual property; |
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| ● | equipment failures, delays in deliveries or catastrophic loss at any of our manufacturing facilities, which may not be covered under any insurance policy; |
| ● | exchange rate fluctuations; |
| ● | changes in laws protecting U.S., Canadian and European Union companies from unfair foreign competition (including antidumping and countervailing duty orders and laws) or the measures currently in place or expected to be imposed under those laws; |
| ● | compliance with, or potential liability under, environmental, health and safety laws and regulations (and changes in such laws and regulations, including in their enforcement or interpretation); |
| ● | risks from international operations, such as foreign exchange fluctuations, tariffs, duties and other taxation, inflation, increased costs, political risks and our ability to maintain and increase business in international markets; |
| ● | risks associated with mining operations, metallurgical smelting and other manufacturing activities; |
| ● | our ability to manage price and operational risks including industrial accidents and natural disasters; |
| ● | our ability to acquire or renew permits and approvals; |
| ● | potential losses due to unanticipated cancellations of service contracts; |
| ● | risks associated with potential unionization of employees or work stoppages that could adversely affect our operations; |
| ● | changes in tax laws (including under applicable tax treaties) and regulations or to the interpretation of such tax laws or regulations by governmental authorities; |
| ● | changes in general economic, business and political conditions, including changes in the financial markets; |
| ● | uncertainties and challenges surrounding the implementation and development of new technologies; |
| ● | risks related to potential cybersecurity breaches; |
| ● | risks related to our capital structure; |
| ● | risks related to our ordinary shares; |
| ● | our foreign private issuer (“FPI”) status, the loss of which would require us to comply with the Exchange Act’s domestic reporting regime, and cause us to incur significant legal, accounting and other expenses; |
| ● | our incorporation in the United Kingdom (“U.K.”), the laws of which govern our corporate affairs and may differ from those applicable to companies incorporated in the U.S.; |
| ● | our failure to maintain an effective system of internal control over financial reporting, given the material weaknesses identified in connection with the audit of our financial statements as of and for the year ended December 31, 2020. The Company continues to have a material weakness as of December 31, 2024; and |
| ● | the other risk factors discussed under “Item 3.D.—Key Information—Risk Factors.” |
These and other factors are more fully discussed in the “Item 3.D.—Key Information—Risk Factors” and “Item 4.B.—Information on the Company—Business Overview” sections and elsewhere in this Annual Report.
The factors described above and set forth in “Item 3.D.—Key Information—Risk Factors” section are not exhaustive. Other sections of this Annual Report describe additional factors that could adversely affect our business, financial condition or results of operations. Moreover, we operate in a very competitive and rapidly changing commercial
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environment. New risk factors emerge from time to time and it is not possible for us to predict or list all such risks, nor can we assess the impact of all possible risks on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained, or implied by, in any forward-looking statements.
The forward-looking statements made in this Annual Report relate only to events or information as of the date on which the statements are made in this Annual Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Annual Report and the documents we reference herein carefully and completely, with the understanding that our actual future results or performance may be materially different from what we anticipate.
CURRENCY PRESENTATION AND DEFINITIONS
In this Annual Report, references to “$,” and “USD” are to the lawful currency of the United States of America, references to “€” and “Euro” are to the single currency adopted by participating member states of the European Union relating to Economic and Monetary Union and references to “£” and “Pound Sterling” are to the lawful currency of the United Kingdom.
Unless otherwise specified or the context requires otherwise, all financial information for the Company provided in this Annual Report is denominated in USD.
Definitions
Unless otherwise specified or the context requires otherwise in this Annual Report:
| ● | the terms (1) “we,” “us,” “our,” “Company,” “Ferroglobe,” and “our business” refer to Ferroglobe PLC and its subsidiaries, including Ferroglobe USA, Inc. and its consolidated subsidiaries and Ferroglobe Spain Metals S.A.U. and its consolidated subsidiaries; |
| ● | “ABL Revolver” refers to the credit agreement, dated as of June 30, 2022, between Ferroglobe subsidiaries Ferroglobe USA, Inc, and QSIP Canada ULC, as borrowers, for a Credit and Security Agreement for a $100 million North American asset-based revolving credit facility, with Bank of Montreal, as lender. |
| ● | “Business Combination” refers to the business combination of Ferroglobe USA, Inc (formerly “Globe”) and Ferroglobe Spain Metals (formerly FerroAtlántica) as wholly-owned subsidiaries of Ferroglobe PLC on December 23, 2015; |
| ● | “Class A Ordinary Shares” refers to share capital issued in connection with the Business Combination, which was subsequently converted into ordinary shares of Ferroglobe PLC as a result of the distribution of beneficial interest units in the Ferroglobe Representation and Warranty Insurance Trust to certain Ferroglobe PLC shareholders on November 18, 2016; |
| ● | “consolidated financial statements” refers to the audited consolidated financial statements of Ferroglobe PLC and its subsidiaries as of December 31, 2024 and December 31, 2023 and for each of the years ended December 31, 2024, 2023 and 2022, including the related notes thereto, prepared in accordance with IFRS (as such terms are defined herein); |
| ● | “EBIT” refers to earnings before interest and taxes; |
| ● | “Gross Debt” is the summation of (i) bank borrowings excluding factoring agreements; (ii) debt instruments; and (iii) other financial liabilities; |
| ● | “IBOR” refers to the basic rate of interest used under some financial instruments. |
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| ● | “IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board; |
| ● | “Reinstated Senior Notes” refer to the 9.375% senior secured notes due 2025 issued in exchange for 98.588% of the 9.375% senior unsecured notes due 2022, in each case issued by Ferroglobe Finance Company PLC and Ferroglobe USA; |
| ● | “ROCE” refers to the return on capital for the relevant fiscal year determined as the result of (EBIT) / (Equity + Gross Debt); |
| ● | “shares” or “ordinary shares” refer to the authorized share capital of Ferroglobe PLC; |
| ● | “tons” refer to metric tons (2,204.6 pounds or 1.1 short tons); |
| ● | “U.S. Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended; |
| ● | “U.S. Securities Act” refers to the U.S. Securities Act of 1933, as amended; and |
| ● | “ZAR” refers to the currency abbreviation in forex markets for the South African Rand, the official currency of South Africa. |
PRESENTATION OF FINANCIAL INFORMATION
The selected financial information as of December 31, 2024 and December 31, 2023 and for the years ended December 31, 2024, 2023 and 2022 is derived from our consolidated financial statements, which are included elsewhere in this Annual Report and which are prepared in accordance with IFRS.
Certain numerical figures set out in this Annual Report, including financial data presented in millions or thousands and percentages describing market shares, have been subject to rounding adjustments, and, as a result, the totals of the data in this Annual Report may vary slightly from the actual arithmetic totals of such information. Percentages and amounts reflecting changes over time periods relating to financial and other data set forth in “Item 5.—Operating and Financial Review and Prospects” are calculated using the numerical data in our consolidated financial statements or the tabular presentation of other data (subject to rounding) contained in this Annual Report, as applicable, and not using the numerical data in the narrative description thereof.
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. [RESERVED]
B. Capitalization and indebtedness.
Not applicable.
C. Reasons for the offer and use of proceeds.
Not applicable.
D. Risk factors.
Summary of Risk Factors
Risks Related to Our Business and Industry
| ● | Our operations depend on industries including the steel, aluminum, polysilicon, silicone and photovoltaic/solar industries, which, in turn, rely on several end markets. A downturn or change in these industries or end-markets could adversely affect our business, results of operations and financial condition. |
| ● | The metals industry is cyclical and has been subject in the past to swings in market price and demand which has led to and could in the future again lead to volatility in our financial results. |
| ● | Our business is particularly sensitive to increases in energy costs, which could materially increase our cost of production. |
| ● | Losses caused by disruptions in the supply of power would reduce our profitability. |
| ● | We could incur significant cash expenses for temporary and potential permanent idling of facilities. |
| ● | Any decrease in the availability, or increase in the cost, of raw materials or transportation could materially increase our costs. |
| ● | Cost increases in raw material inputs may not be passed on to our customers, which could negatively impact our profitability. |
| ● | Metallurgical manufacturing and mining are inherently dangerous activities and any accident resulting in injury or death of personnel or prolonged production shutdowns could adversely affect our business and operations. |
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| ● | We are heavily dependent on our mining operations, which are subject to certain risks that are beyond our control and which could result in materially increased expenses and decreased production levels. |
| ● | Natural disasters and climate change could affect our facilities, suppliers or customers, negatively impacting our operations. |
| ● | We make a significant portion of our sales to a limited number of customers, and the loss of a portion of the sales to these customers could have a material adverse effect on our revenues and profits. |
| ● | Products we manufacture may be subject to unfair import competition that may affect our profitability. |
| ● | We operate in a highly competitive industry. |
| ● | Competitive pressure from Chinese steel, aluminum, polysilicon and silicone producers may adversely affect the business of our customers, reducing demand for our products. Our customers may relocate to China, where they may not continue purchasing from us. |
| ● | We are subject to the risk of union disputes and work stoppages at our facilities, which could have a material adverse effect on our business. |
| ● | We are dependent on key personnel. |
| ● | Shortages of skilled labor could adversely affect our operations. |
| ● | In certain circumstances, the members of our Board may have interests that may conflict with yours as a holder of ordinary shares. |
| ● | We may not realize the cost savings and other benefits that we expect to achieve. |
| ● | Any failure to integrate acquired businesses successfully or to complete future acquisitions successfully could be disruptive of our business and limit our future growth. |
| ● | We engage in related party transactions with affiliates of Grupo VM, our principal shareholder. |
| ● | Although we are not currently operating at full capacity, we have previously operated at near the maximum capacity of our operating facilities. Because the cost of increasing capacity may be prohibitively expensive, we may have difficulty increasing our production and profits. |
| ● | Planned investments in the expansion and improvement of existing facilities and in the construction of new facilities may not be successful. |
| ● | Our insurance costs may increase materially, and insurance coverages may not be adequate to protect us against all risks and potential losses to which we may be subject. |
| ● | We depend on a limited number of suppliers for certain key raw materials. The loss of one of these suppliers or the failure of any of them to meet contractual obligations to us could have a material adverse effect on our business. |
| ● | Equipment failures may lead to production curtailments or shutdowns and repairing any failure could require us to incur capital expenditures and other costs. |
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| ● | We depend on proprietary manufacturing processes and software. These processes may not yield the cost savings that we anticipate and our proprietary technology may be challenged or become obsolete before our intellectual property rights expire. |
| ● | Ferroglobe PLC is a holding company whose principal source of revenue is the income received from its subsidiaries which may impact our ability to pay dividends. |
| ● | Our business operations may be impacted by various types of claims, lawsuits, and other contingent obligations. |
| ● | Cybersecurity breaches and threats could disrupt our business operations and result in the loss of critical and confidential information. |
| ● | We make significant investments in the development of new technologies and new products. The success of such technologies or products is inherently uncertain and the investments made may fail to render the desired increase in profitability. |
Risks Related to Legal, Compliance and Regulations
| ● | We are subject to environmental, health and safety regulations, including laws that impose substantial costs and the risk of material liabilities. |
| ● | Compliance with existing and proposed laws and regulations relating to greenhouse gas emissions and climate change could adversely affect our performance. |
| ● | Climate change, sustainability regulations and Company initiatives, including our environmental commitments associated with our decarbonization plan, could place additional burden on us and our operations. |
| ● | Our business benefits from antidumping and countervailing duty orders and laws that protect our products by imposing special duties on unfairly traded imports from certain countries. If these duties or laws change, certain foreign competitors might be able to compete more effectively. |
| ● | We are exposed to significant risks in relation to compliance with anti-bribery and corruption laws, anti-money laundering laws and regulations, and economic sanctions programs. |
| ● | Any failure to procure, renew or maintain necessary governmental permits, including environmental permits and concessions to operate our hydropower plants, or any delays relating thereto, could adversely affect our results of operations. |
| ● | Changes in laws, rules or regulations relating to data privacy and security, or any actual or perceived failure by us to comply with such laws, rules, regulations and standards, or contractual or other obligations relating to data privacy and security, could result in claims, changes to our business practices, penalties and increased cost of operations and could have a material adverse effect on our reputation, results of operations, financial condition and cash flows. |
Risks Related to Economics and Politics
| ● | We have operations and assets in the United States, Spain, France, Canada, China, South Africa, Norway, Venezuela, Argentina and may expand our operations and assets into other countries in the future. Our international operations and assets may be subject to various economic, social and governmental risks. |
| ● | The critical social, political and economic conditions in Venezuela have adversely affected, and may continue to adversely affect, our results of operations. |
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| ● | We are exposed to foreign currency exchange risk and our business and results of operations may be negatively affected by the fluctuation of different currencies. |
| ● | We are impacted by the ongoing military conflict between Russia and Ukraine. Our business may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions. |
| ● | We are exposed to changes in economic and political conditions where we operate and globally that are beyond our control. |
| ● | New tariffs and duties imposed by certain governments, including the United States, the European Union and others, could have a material adverse effect on our results of operations. |
| ● | Recent government actions and regulations, such as export restrictions, tariffs, and other trade protection measures could adversely affect our business. |
| ● | Our suppliers, customers, agents or business partners may be subject to or affected by export controls or trade sanctions imposed by government authorities from time to time, which may restrict our ability to conduct business with them and potentially disrupt our production or our sales. |
Risks Related to Our Capital Structure
| ● | We are subject to restrictive covenants under our credit facilities and other financing agreements. These covenants could significantly affect the way in which we conduct our business. Our failure to comply with these covenants could lead to an acceleration of our debt. |
| ● | High leverage may make it difficult for us to service our debt and operate our business. |
| ● | We have experienced past losses and cannot assure you that we will be profitable in the future. |
| ● | To service our indebtedness, we require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control. |
Risks Related to Our Ordinary Shares
| ● | Grupo VM, our principal shareholder, has significant voting power with respect to corporate matters considered by our shareholders. |
| ● | Grupo VM has pledged most of its shares in our company to secure a loan from Tyrus Capital (“Tyrus”). |
| ● | The market price of our ordinary shares may be volatile and may fluctuate due to factors beyond our control. |
| ● | Significant sales of our ordinary shares, or the perception that significant sales thereof may occur in the future, could adversely affect the market price of our ordinary shares. |
| ● | The Company may be restricted or unable to pay cash dividends in the future. |
| ● | If securities or industry analysts do not publish or cease publishing research reports about us, if they adversely change their recommendations regarding our ordinary shares, or if our operating results do not meet their expectations, the price of our ordinary shares could decline. |
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| ● | As a foreign private issuer, we are subject to different U.S. securities laws and Nasdaq governance standards than U.S. domestic issuers. The rules and standards applicable to foreign private issuers may afford relatively less protection to holders of our ordinary shares, who may not receive all corporate and company information and disclosures they are accustomed to receiving or in a manner to which they are accustomed. |
| ● | We may lose our foreign private issuer status, which would then require us to comply with the U.S. Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses. |
| ● | If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares. |
| ● | As an English public limited company, we may be required to obtain shareholder approval for certain capital structure decisions. Such approvals may limit our flexibility to manage our capital structure. |
| ● | English law requires that we meet certain financial requirements before we declare dividends or repurchases. |
| ● | The enforcement of shareholder judgments against us or certain of our directors may be more difficult. |
Risks Related to Tax Matters
| ● | The application of Section 7874 of the Code, including under IRS guidance, and changes in law could affect our status as a foreign corporation for U.S. federal income tax purposes. |
| ● | IRS guidance and changes in law could affect our ability to engage in certain acquisition strategies and certain internal restructurings. |
| ● | We are subject to tax laws of numerous jurisdictions and our interpretation of those laws is subject to challenge by the relevant governmental authorities. |
| ● | We intend to operate so as to be treated exclusively as a resident of the United Kingdom for tax purposes, but the relevant tax authorities may treat us as also being a resident of another jurisdiction for tax purposes. |
| ● | We may not qualify for benefits under the tax treaties entered into between the United Kingdom and other countries. |
| ● | Future changes to domestic or international tax laws or to the interpretation of these laws by the governmental authorities could adversely affect us and our subsidiaries. |
| ● | We may become subject to income or other taxes in jurisdictions which would adversely affect our financial results. |
| ● | We may incur current tax liabilities in our primary operating jurisdictions in the future. |
| ● | Changes in tax laws may result in additional taxes for us. |
| ● | U.S. federal income tax reform could adversely affect us. |
| ● | Our transfer pricing policies are open to challenge from taxation authorities internationally. |
You should carefully consider the risks and uncertainties described below and the other information in this Annual Report before making an investment in our ordinary shares. Our business, financial condition or results of operations could be
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materially and adversely affected if any of these risks occur, and as a result, the market price of our ordinary shares could decline and you could lose all or part of your investment. This Annual Report also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Statements Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors.
Risks Related to Our Business and Industry
Our operations depend on industries including the steel, aluminum, polysilicon, silicone and photovoltaic/solar industries, which, in turn, rely on several end-markets. A downturn or change in these industries or end-markets could adversely affect our business, results of operations and financial condition.
We primarily sell silicon metal, silicon-based alloys, manganese-based alloys and other specialty alloys that we produce to manufacturers of steel, aluminum, polysilicon, silicones, and photovoltaic products. Therefore, our results are significantly affected by the economic trends in the steel, aluminum, polysilicon, silicone and photovoltaic industries. Primary end users that drive demand for steel and aluminum include construction companies, shipbuilders, electric appliances manufacturers, car manufacturers and companies operating in the rail and maritime industries. The primary end users that drive demand for polysilicon and silicones include the automotive, chemical, photovoltaic, pharmaceutical, construction and consumer products industries. Demand for steel, aluminum, polysilicon and silicone from such companies can be strongly correlated with changes in gross domestic product and is affected by global economic conditions. Fluctuations in steel and aluminum prices may occur due to sustained price shifts reflecting underlying global economic and geopolitical factors, changes in industry supply-demand balances, the substitution of one product for another in times of scarcity, and changes in national tariffs. Lower demand for steel and aluminum can yield a substantial build-up of steel and aluminum stocks, resulting in a decline in demand for silicon metal, silicon-based alloys, manganese-based alloys, and other specialty alloys. For example, in 2023, we experienced weak demand from steel manufacturers as well as from chemicals and aluminum producers in Europe, which adversely affected our revenues from sales of silicon metal and silicon-based alloys. Polysilicon and silicone producers are subject to fluctuations in crude oil, platinum, methanol and natural gas prices, which could adversely affect their businesses. Changes in power regulations in different countries, fluctuations in the relative costs of different sources of energy, and supply-demand balances in the different parts of the value chain, among other factors, may significantly affect the growth prospects of the photovoltaic industry. A significant and prolonged downturn in the end markets for steel, aluminum, polysilicon, silicone and photovoltaic products, could adversely affect these industries and, in turn, our business, results of operations and financial condition.
The metals industry is cyclical and has been subject in the past to swings in market price and demand which has led to and could in the future again lead to volatility in our financial results.
Our business has historically been subject to fluctuations in the price and market demand for our products, caused by general and regional economic cycles, raw material and energy price fluctuations, competition and other factors. The timing, magnitude and duration of these cycles and the resulting price fluctuations are difficult to predict. Across our product portfolio, including silicon-based metals and silicon-based alloys, we have noted periods of increasing prices and volumes followed by decreases due to cyclicality. For example, we experienced a significant increase in market prices across our segments in 2021-2022 due to the re-filling of value chains after the COVID-19 pandemic, which was followed by a sharp decrease in pricing and demand in 2022-2023, exacerbated by the higher interest and inflation rate environment. Prices have continued to fluctuate throughout 2024. Historically, such variances have adversely affected our results in the past and could adversely affect our results again in the future.
Such conditions, and any future decline in the global silicon metal, silicon-based alloys, and manganese-based alloys industries could have a material adverse effect on our business, results of operations and financial condition. Moreover, our business is directly related to the production levels of our customers, whose businesses are dependent on highly cyclical markets, such as the automotive, residential and non-residential construction, consumer durables, polysilicon, steel, and chemical industries. In response to unfavorable market conditions, customers may request delays in contract shipment dates or other contract modifications. If we grant modifications, these could adversely affect our anticipated revenues and results of operations. Also, many of our products are traded internationally at prices that are significantly affected by
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worldwide supply and demand. Consequently, our financial performance will fluctuate with the general economic cycle, which could have a material adverse effect on our business, results of operations and financial condition.
Our business is particularly sensitive to increases in energy costs, which could materially increase our cost of production.
Electricity is generally one of our largest production components in terms of cost as a percentage of sales. The price of electricity is determined in the applicable domestic jurisdiction and is influenced both by supply and demand dynamics and by domestic regulations. Changes in local, regional, national and international energy policy or legislation, increased costs due to scarcity of energy supply, changing climate conditions, the termination or non-renewal of any of our power purchase contracts and other factors may affect the price of electricity supplied to our plants and adversely affect our results of operations and financial conditions. For example, increased demand for generation and transmission of energy from alternative and renewable energy sources due to governmental regulations or commitments to acquire energy from renewable energy sources, could increase the price of energy we purchase and therefore increase our cost of production.
Because electricity is indispensable to our operations and accounts for a material percentage of our production costs, we are particularly vulnerable to supply limitations and cost fluctuations in energy markets. For example, at certain plants, production must be modulated to reduce consumption of energy in peak hours or in seasons with higher energy prices to ensure that we maintain profitability. In general, high or volatile energy costs in the countries in which we operate could lead to erosion of margins and volumes, leading to a potential reduction in market share.
In France, as part of a contractual agreement with EDF, we have different electricity prices throughout the year based on demand. The price level is traditionally higher during winter months and drops significantly during the periods from April through October allowing optimization of annual power costs by operating during these more favorable periods. The Company also obtains specific benefits from its participation in the ARENH mechanism administered by the French Energy Regulatory Commission which allows alternative suppliers to purchase electricity generated by nuclear power plants under favorable conditions set by the public authorities. ARENH expires at the end of 2025 and a new contractual mechanism is anticipated to substitute it.
Furthermore, although we recorded a net benefit of $63,032 thousand in 2024 in relation to these programs ($186,211 thousand in 2023), future benefits recorded under this program in 2025 are expected to be lower than in 2024 depending on actual production periods.
The electrical power for our U.S. and Canadian facilities is supplied mostly by American Electric Power Co., Alabama Power Co., Brookfield Renewable Partners L.P. and Hydro-Québec, and the Tennessee Valley Authority through dedicated lines. Our Alloy, West Virginia facility obtains approximately 50% of its power needs under a fixed price power purchase agreement with a nearby hydroelectric facility owned by a Brookfield affiliate, the contract with which is set to expire in 2025. Should the Company not be able to negotiate terms or find a new supplier at a competitive price or for the quantity of energy required to operate, we may incur material additional costs which could make operating the facility as we have historically unprofitable. Additionally, this facility is more than 70 years old and any breakdown could result in the Alloy facility having to purchase more grid power at higher rates.
Energy supply to our facilities in South Africa is provided by Eskom (State-owned power utility) through rates that are approved annually by the national power regulator (“NERSA”). These rates have been volatile, due to the instability of available supply and are likely to continue increasing. Also, NERSA applies certain revisions to rates based on cost variances for Eskom that are not within our control.
In Spain, power is purchased in a competitive wholesale market. Our facilities are obligated to pay access tariffs to the national grid and receive a credit for our efforts to act as electro-intensive consumers. The volatile nature of the wholesale market in Spain results in price uncertainty that can only be partially offset by long-term power purchase agreements. For example, we experienced a material decrease in sale revenue from manganese-based alloys in 2023 as shipments decreased due to production adjustments in Spain resulting in part from high price energy prices. Additionally, the interruptibility
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credits that we receive for the services provided to the grid are a major component of our power supply arrangements in Spain.
Losses caused by disruptions in the supply of power would reduce our profitability.
Large amounts of electricity are used to produce silicon metal, manganese and silicon-based alloys and other specialty alloys, and our operations are heavily dependent upon a reliable supply of electrical power. We may incur losses due to a temporary or prolonged interruption of the supply of electrical power to our facilities, which can be caused by unusually high demand, blackouts, equipment failure, natural disasters or other catastrophic events, including failure of the hydroelectric facilities that currently provide power under contract to our West Virginia, Québec and Argentina facilities. Additionally, on occasion, we have been instructed to suspend operations for several hours by the sole energy supplier in South Africa due to a general power shortage in the country. It is possible that this supplier may instruct us to suspend our operations for a similar or longer period in the future. Such interruptions or reductions in the supply of electrical power adversely affect production levels and may result in reduced profitability. Our insurance coverage does not cover all interruption events and may not be sufficient to cover losses incurred as a result.
In addition, investments in Argentina’s electricity generation and transmission systems have been lower than the increase in demand in recent years. If this trend is not reversed, there could be electricity supply shortages as a result of inadequate generation and transmission capacity. Given the heavy dependence on electricity of our manufacturing operations, any electricity shortages could adversely affect our financial results.
Government regulations of electricity in Argentina give the priority to use hydroelectric power to residential users and subject violators of these restrictions to significant penalties. This preference is particularly acute during Argentina’s winter months due to a lack of natural gas. We have previously successfully petitioned the government to exempt us from these restrictions given the demands of our business for continuous supply of electric power. If we are unsuccessful in our petitions or in any action we take to ensure a stable supply of electricity, our production levels may be adversely affected and our profitability reduced.
We could incur significant cash expenses for temporary and potential permanent idling of facilities.
We perform strategic reviews of our business, which may include evaluating each of our facilities to assess their viability and strategic benefits. As part of these reviews, we may idle, whether temporarily or permanently, certain of our existing facilities in order to reduce participation in markets where we determine that our returns are not acceptable. If we decide to permanently idle any facility or assets, we are likely to incur significant cash expenses, including those relating to labor benefit obligations, take-or-pay supply agreements and accelerated environmental remediation costs, as well as substantial non-cash charges for impairment of those assets. If we elect to permanently idle material facilities or assets, it could adversely affect our operations, financial results and cash flows. In the past, certain of our facilities have been idled as a result of poor profitability.
For any temporarily idled facilities, we may not be able to respond in an efficient manner when restarting these to fully realize the benefits from changing market conditions that are favorable to integrated steel producers. When we restart idled facilities, we incur certain costs to replenish raw material inventories, prepare the previously idled facilities for operation, perform the required repair and maintenance activities and prepare employees to return to work safely and resume production responsibilities. The amount of any such costs can be material, depending on a variety of factors, such as the period of time during which the facilities remained idle, necessary repairs and available employees, and is difficult to project.
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Any decrease in the availability, or increase in the cost, of raw materials or transportation could materially increase our costs.
Principal components in the production of silicon metal, silicon-based alloys and manganese-based alloys include coal, charcoal, graphite and carbon electrodes, manganese ore, quartzite, wood chips, steel scrap, and other metals. While we own certain sources of raw materials, we also buy raw materials on a spot or contracted basis. The availability of these raw materials and the prices at which we purchase them from third party suppliers depend on market supply and demand and may be volatile such as due to the Ukraine-Russia conflict. Our ability to obtain these materials in a cost efficient and timely manner is dependent on certain suppliers, their labor union relationships, mining and lumbering regulations and output, geopolitical and general local economic conditions.
Over the previous years, certain raw materials (particularly graphite electrodes, coal, manganese ore, and other electrode components) have experienced significant price increases and significant short-term volatility. For example, in 2024, there was a sharp increase in the price of manganese ore resulting from a suspension of exports from Gemco, an Australian mine, caused by a force majeure event. This created a significant supply deficit, which prompted the Company to look for other sources of ore elsewhere. Additionally, the conflict in Ukraine and resulting sanctions on Russia have led to supply limitations and interruptions, which the Company has managed to date but may not be able to continue managing in the future. Future sanctions in other regions where conflicts are unfolding, such as the Middle East, could have similar impacts on the Company. While we try to anticipate price fluctuations due to potential shortages in the supply of critical raw materials or otherwise with longer term contracts and other purchasing strategies, these price swings and supply shortages may affect our cost of production or even cause interruptions in our operations, which may have a material adverse effect on our business, results of operations and financial condition.
We make extensive use of shipping by sea, rail and truck to obtain the raw materials used in our production and deliver our products to customers, depending on the geographic region and product or input. Raw materials and products often must be transported over long distances between mines and other production sites and the plants where raw materials are consumed, and between those sites and our customers. Any severe delay, interruption or other disruption in such transportation, any material damage to raw materials utilized by us or to our products while being transported, or a sharp rise in transportation prices, either relating to events such as the Ukraine-Russia conflict, the conflict in the Middle East or otherwise, could have a material adverse effect on our business, results of operations and financial condition. In 2024, our main supply chain disruption arose as a result of issues from Yemen, which resulted in a high number of cargo ships being re-routed from the Red Sea to Cape of Good Hope, increasing costs and lead times. The continuation and expansion of the conflict in the Middle East may exacerbate this issue. In addition, because we may not be able to obtain adequate supplies of raw materials from alternative sources on terms as favorable as our current arrangements, or at all, any disruption or shortfall in the production and delivery of raw materials could result in higher raw materials costs and likewise materially adversely affect our business, results of operations and financial condition.
Cost increases in raw material inputs may not be passed on to our customers, which could negatively impact our profitability.
The prices of our raw material inputs are determined by supply and demand, which may be influenced by, inter alia, economic growth and recession, changes in world politics, unstable governments in exporting nations, issues with local supply quantities, and inflation, among other factors. The market prices of raw material inputs will thus fluctuate over time, and we may not be able to pass significant price increases on to our customers. If we do try to pass them on, we may lose sales, in addition to having higher costs. Additionally, decreases in the market prices of our products will not necessarily enable us to obtain lower prices from our suppliers.
Metallurgical manufacturing and mining are inherently dangerous activities and any accident resulting in injury or death of personnel or prolonged production shutdowns could adversely affect our business and operations.
Metallurgical manufacturing generally, and smelting in particular, is inherently dangerous and subject to risks of fire, explosion and sudden major equipment failure. Quartz and coal mining are also inherently dangerous and subject to numerous hazards, including collisions, equipment failure, accidents arising from the operation of large mining and rock
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transportation equipment, dust inhalation, flooding, collapse, blasting operations and operating in extreme climatic conditions. These hazards have led to accidents resulting in the serious injury and death of production personnel, governmental investigations and sanctions, and prolonged production shutdowns in the past. We may experience fatal accidents or equipment malfunctions in the future, which could have a material adverse effect on our business and operations.
We are heavily dependent on our mining operations, which are subject to certain risks that are beyond our control and which could result in materially increased expenses and decreased production levels.
We mine quartz and quartzite at open pit mining operations and coal at underground and surface mining operations. We are heavily dependent on these mining operations for our quartz and coal supplies. Certain risks beyond our control could disrupt our mining operations, adversely affect production and shipments, and increase our operating costs, such as: (i) a major operational, security, safety and environmental incident at a mining site that disrupts, or causes all or part of, the operations of the mine to cease for some period of time; (ii) mining, processing and plant equipment failures and unexpected maintenance problems; (iii) disruptions in the supply of fuel, power and/or water at the mine site; (iv) adverse changes in reclamation requirements or plans; (v) the inability to renew mining concessions, or related permits or approvals, upon their expiration; (vi) the expropriation of territory subject to a valid concession without sufficient compensation; and (vii) adverse weather and natural disasters, such as heavy rains or snow, flooding and other natural events affecting operations, transportation or customers.
Regulatory agencies have the authority under certain circumstances following significant health and safety violations or incidents to order a mine to be temporarily or even permanently closed. If this occurs, we may be required to incur significant legal, operational and capital expenditures to re-open the affected mine. In addition, environmental regulations and enforcement could impose unexpected costs on our mining operations, and future regulations could increase environmental compliance costs or limit our ability to produce quartz and sell coal. Any failure to obtain and renew permits necessary for our mining operations could limit our production and negatively affect our business. It is also possible that we have extracted or may in the future extract quartz from territory beyond the boundary of our mining concession or mining right, which could result in penalties or other regulatory action or liabilities.
Natural disasters and climate change could affect our facilities, suppliers or customers, negatively impacting our operations.
Natural disasters, including droughts, floods, heat waves and wildfires, and the increased frequency and/or severity of such disasters as a result of climate change, may significantly damage our mining and production facilities and infrastructure both directly and indirectly, and cause a contraction in sales to countries adversely affected by their occurrence. Such weather events could adversely affect and disrupt our operations directly, may cause indirect disruptions in our supply chain and logistic routes and may be either chronic (induced by longer-term shifts in climate patterns, such as sea level rise, or changing temperatures, wind or precipitation patterns) or acute (event-driven natural disasters such as cyclones, hurricanes or heat waves).
Our operating sites, as well as those of our partners, within our supply chain, may be exposed to changing and/or increasingly adverse physical impacts as a result of changes in rainfall patterns, increased or unexpected fluctuations in temperatures, water shortages (and potential issues with water availability), rising sea and river levels, lower water levels in rivers due to natural or operational conditions and increased storm frequency and intensity that may result from climate change, among other possible impacts. For example, the Company has experienced non-material direct impacts as a result of weather-related incidents in recent years, including heavy rains in Colombia that created issues with coal transportation (an important raw material for our production), flooding in South Africa and the United States that has delayed transportation of raw materials or finished goods and heat wave incidents that have required the Company to adapt working conditions and operating hours. The Company has also experienced non-material indirect impacts as a result of weather-related incidents in recent years, including low water levels on the Rhone River that reduced the cooling operation of nuclear reactors in France and low water levels that have reduced production of hydroelectric dams, both of which increased our energy costs in affected energy markets. The impacts of climate change on global water resources may result in water scarcity, which could in the future impact our ability to access sufficient quantities of water in certain locations.
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These effects may materially adversely impact the cost, production and financial performance of operations. The Company maintains insurance covering damages caused by natural disasters; however, extensive damage to our facilities and staff casualties due to natural disasters may not be covered by our insurer and/or could materially adversely affect our ability to conduct our operations and, as a result, reduce our future operating results. Such events at our or third-party facilities also could negatively affect future costs and availability of insurance.
We make a significant portion of our sales to a limited number of customers, and the loss of a portion of the sales to these customers could have a material adverse effect on our revenues and profits.
For the year ended December 31, 2024, our 10 largest customers accounted for 56.0% of the Company’s consolidated sales. We expect that we will continue to derive a significant portion of our business from sales to these customers.
Some contracts with our customers do not entail commitments from the customer to purchase specified or minimum volumes of products over time. Accordingly, we face a risk of unexpected, reduced demand for our products from such customers as a result of, for instance, downturns in the industries in which they operate or any other factor affecting their business, which could have a material adverse effect on our revenues and profits.
If we were to experience a significant reduction in sales we make to some or all of such customers, and could not replace these sales with sales to other customers, this could have a material adverse effect on our revenues and profits.
Products we manufacture may be subject to unfair import competition that may affect our profitability.
A number of the products we manufacture, including silicon metal and ferrosilicon, are globally-traded commodities that are sold primarily on the basis of price. As a result, our sales volumes and prices may be adversely affected by influxes of imports of these products that are dumped or are subsidized by foreign governments. Our silicon metal and ferrosilicon operations have been injured by such unfair import competition in the past. Applicable antidumping and countervailing duty laws and regulations may provide a remedy for unfairly traded imports in the form of special duties imposed to offset the unfairly low pricing or subsidization. However, the process for obtaining such relief is complex and uncertain. As a result, while we have sought and obtained such relief in the past, in some cases we have not been successful. Thus, there is no assurance that such relief will be obtained, and if it is not, unfair import competition could have a material adverse effect on our business, results of operations and financial condition.
We operate in a highly competitive industry.
The silicon metal market and the silicon-based and manganese-based alloys markets are global, capital intensive and highly competitive. Our competitors may have greater financial resources, as well as other strategic advantages, to maintain, improve and possibly expand their facilities, and, as a result, they may be better positioned than we are to adapt to changes in the industry or the global economy. For example, in 2023, we experienced a material decrease in total shipments of manganese-based alloys due in part to lower-cost imports introducing higher pressure from Asia. Advantages that our competitors have over us from time to time, new entrants that increase competition in our industry, and increases in the use of substitutes for certain of our products could have a material adverse effect on our business, results of operations and financial condition.
Competitive pressure from Chinese steel, aluminum, polysilicon and silicone producers may adversely affect the business of our customers, reducing demand for our products. Our customers may relocate to China, where they may not continue purchasing from us.
China’s aluminum, polysilicon and steel producing capacity exceeds local demand and has made China a significant net exporter of aluminum and steel. The Chinese silicone manufacturing industry continues to grow. Chinese aluminum, polysilicon, steel and silicone producers — who are unlikely to purchase silicon metal, manganese and silicon-based alloys and other specialty metals from our subsidiaries outside of China due to the ample availability of domestic Chinese production — may gain global market share at the expense of our customers. An increase in Chinese aluminum, steel,
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polysilicon and silicone industry market share could adversely affect the production volumes, revenue and profits of our customers, resulting in reduced purchases of our products.
Moreover, our customers might seek to relocate or refocus their operations to China or other countries with lower labor costs and higher growth rates. Any that do so might thereafter choose to purchase from other suppliers of silicon metal, silicon- and manganese-based alloys and other specialty metals which in turn could have a material adverse effect on our business, results of operations and financial condition.
The Company’s ferroalloy business maintains significant exposure to the international steel markets, which in turn is influenced strongly by end markets such as construction and automotive. Recent uncertainty and slowdown in these markets may negatively impact the demand for our products. Additionally, as China is the largest producer of these products, the development in this region is likely to have a global impact on ferroalloy supply. The fundamental overcapacity in China yields a risk for the Company, as the pricing for ferroalloys will remain capped as long as supply is not adjusting to the lower demand.
We are subject to the risk of union disputes and work stoppages at our facilities, which could have a material adverse effect on our business.
A majority of our employees are members of labor unions. We experience protracted negotiations with labor unions, strikes, work stoppages or other industrial actions from time to time. Strikes called by employees or unions have, in the past, and could in the future, materially disrupt our operations, including production schedules and delivery times. We have experienced strikes by our employees at several of our facilities from time to time and a certain number of these strikes have been protracted and have resulted in significant production disruptions. Any such work stoppage could have a material adverse effect on our business, results of operations and financial condition.
New labor contracts have to be negotiated to replace expiring contracts from time to time. It is possible that future collective bargaining agreements will contain terms less favorable than the current agreements. Any failure to negotiate renewals of labor contracts on terms acceptable to us, with or without work stoppages, could have a material adverse effect on our business, results of operations and financial condition.
Many of our key customers or suppliers are similarly subject to union disputes and work stoppages, which may reduce their demand for our products or interrupt the supply of critical raw materials and impede their ability to fulfil their commitments under existing contracts, which could have a material adverse effect on our business, results of operations and financial condition.
We are dependent on key personnel.
Our success depends in part upon the retention of key employees. Competition for qualified personnel can be intense. Current and prospective employees may experience uncertainty about our business or industry, which may impair our ability to attract, retain and motivate key management, sales, technical and other personnel.
If key employees depart, then our overall business may be harmed. We also may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to our business. In addition, the departure of key employees could cause disruption or distractions for management and other personnel. Furthermore, we cannot be certain that we will be able to attract and retain replacements of a similar caliber as departing key employees.
The long-term success of our operations depends to a significant degree on the continued employment of our core senior management team. In particular, we are dependent on the skills, knowledge and experience of Javier López Madrid, our Executive Chairman, Marco Levi, our Chief Executive Officer, and Beatriz García-Cos, our Chief Financial Officer. If these employees are unable to continue in their respective roles, or if we are unable to attract and retain other skilled employees, our business, results of operations and financial condition could be adversely affected. We currently have employment agreements with Mr. López Madrid, Dr. Levi and Ms. García-Cos. These agreements contain certain non-
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compete provisions, which may not be fully enforceable by us. Additionally, we are substantially dependent upon key personnel among our legal, financial and information technology staff, who enable us to meet our regulatory, contractual and financial reporting obligations, including reporting requirements under our credit facilities.
Shortages of skilled labor could adversely affect our operations.
We depend on skilled labor for the operation of our submerged arc furnaces and other facilities. Some of our facilities are located in areas where demand for skilled personnel often exceeds supply. Shortages of skilled furnace technicians and other skilled workers, including as a result of deaths, work stoppages or other events, could restrict our ability to maintain or increase production rates, lead to production inefficiencies and increase our labor costs.
In certain circumstances, the members of our Board may have interests that may conflict with yours as a holder of ordinary shares.
Our directors have no duty to us with respect to any information such directors may obtain (i) otherwise than as our directors and (ii) in respect of which directors owe a duty of confidentiality to another person, provided that where a director’s relationship with such other person gives rise to a conflict, such conflict has been authorized by our Board in accordance with our articles of association (the “Articles”). Our Articles provide that a director shall not be in breach of the general duties directors owe to us pursuant to the U.K. Companies Act 2006 because such director:
| ● | fails to disclose any such information to our Board, directors or officers; or |
| ● | fails to use or apply any such information in performing such director’s duties as a director. |
In such circumstances, certain interests of the members of our Board may not be aligned with your interests as a holder of ordinary shares and the members of our Board may engage in certain business and other transactions without any accountability or obligation to us.
We may not realize the cost savings and other benefits that we expect to achieve.
We are continuously looking for opportunities to improve our operations through changes in processes, technology, information systems, and management of best practices. These initiatives are complex and require skilled management and the support of our workforce to implement them.
In our efforts to improve our business fully and successfully, we may encounter material unanticipated problems, expenses, liabilities, competitive responses, loss of client relationships, and a resulting diversion of management’s attention. The challenges include, among others:
| ● | managing change throughout the Company; |
| ● | coordinating geographically separate organizations; |
| ● | potential diversion of management focus and resources from ordinary operational matters and future strategic opportunities; |
| ● | retaining existing customers and attracting new customers; |
| ● | maintaining employee morale and retaining key management and other employees; |
| ● | integrating two unique business cultures that are not necessarily compatible; |
| ● | issues in achieving anticipated operating efficiencies, business opportunities and growth prospects; |
| ● | issues in integrating information technology, communications and other systems; |
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| ● | changes in applicable laws and regulations; |
| ● | changes in tax laws (including under applicable tax treaties) and regulations or to the interpretation of such tax laws or regulations by the governmental authorities; and |
| ● | managing tax costs or inefficiencies associated with integrating our operations. |
Many of these factors are outside of our control and any one of them could result in increased costs, decreased revenues and diversion of management’s time and energy, which could materially impact our business, results of operations and financial condition.
Any failure to integrate acquired businesses successfully or to complete future acquisitions successfully could be disruptive of our business and limit our future growth.
From time to time, we have pursued acquisitions in support of our strategic goals. In connection with any such acquisition, we could face significant challenges in managing and integrating our expanded or combined operations, including acquired assets, operations and personnel. There can be no assurance that acquisition opportunities will be available on acceptable terms or at all or that we will be able to obtain necessary financing or regulatory approvals to complete potential acquisitions. Our ability to succeed in implementing our strategy will depend to some degree upon the ability of our management to identify, complete and successfully integrate commercially viable acquisitions. Acquisitions may further disrupt our ongoing business and distract management from other responsibilities.
We engage in related party transactions with affiliates of Grupo VM, our principal shareholder.
Conflicts of interest may arise between our principal shareholder and your interests as a shareholder. Our principal shareholder has, and will continue to have, directly or indirectly, the power, among other things, to affect our day-to-day operations, including the pursuit of related party transactions. We have entered, and may in the future enter, into agreements with companies who are affiliates of Grupo VM, our principal shareholder. Such agreements have been approved by, or would be subject to the approval of, the Board or the Audit Committee, as the Board’s delegate. The terms of such agreements may present material risks to our business and results of operations. For example, we have entered into multiple agreements with affiliates of Grupo VM with respect to, among other things, the provision of information technology and data processing services and energy-related services. See “Item 7.B.—Major Shareholders and Related Party Transactions—Related Party Transactions.”
Although we are not currently operating at full capacity, we have previously operated at near the maximum capacity of our operating facilities. Because the cost of increasing capacity may be prohibitively expensive, we may have difficulty increasing our production and profits.
Our facilities can manufacture, collectively, approximately 330,000 tons of silicon metal, 300,000 tons of silicon-based alloys and 560,000 tons of manganese-based alloys on an annual basis. Our ability to increase production and revenues will depend on expanding existing facilities, acquiring facilities or building new ones.
We may not have sufficient funds or time to expand existing facilities, acquire new facilities, or open new ones and may be required to incur significant debt to do so, which could have a material adverse effect on our business and financial condition.
Planned investments in the expansion and improvement of existing facilities and in the construction of new facilities may not be successful.
We may engage in significant capital improvements to our existing facilities to upgrade and add capacity to those facilities. We also may engage in the development and construction of new facilities. Should any such efforts not be completed in a timely manner and within budget, or be unsuccessful otherwise, we may incur additional costs or impairments which could have a material adverse effect on our business, results of operations and financial condition.
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Our insurance costs may increase materially, and insurance coverages may not be adequate to protect us against all risks and potential losses to which we may be subject.
We maintain various forms of insurance covering a number of specified and consequential risks and losses arising from insured events under the policies, including securities claims, certain business interruptions and claims for damage and loss caused by certain natural disasters, such as earthquakes, floods and windstorms. Our existing property and liability insurance coverage contains various exclusions and limitations on coverage. In some previous insurance policy renewals, we have acceded to larger premiums, self-insured retentions and deductibles. We may also be subject to additional exclusions and limitations on coverage in future insurance policy renewals. There can be no assurance that the insurance policies we have in place are or will be sufficient to cover all potential losses we may incur. In addition, due to changes in our circumstances and in the global insurance market, insurance coverage may not continue to be available to us on terms we consider commercially reasonable or sufficient to cover multiple large claims. For example, as a result of increasing frequency and/or severity of weather-related and other natural disasters stemming from climate change, insurers have begun to reduce or eliminate coverage they offer in regions that are more significantly exposed to climate-related events. Therefore, we may be unable to obtain coverage relating to facilities and operations in vulnerable areas in a commercially reasonable manner or at all.
We depend on a limited number of suppliers for certain key raw materials. The loss of one of these suppliers or the failure of any of them to meet contractual obligations to us could have a material adverse effect on our business.
Colombia and the United States are among the preferred sources for the coal consumed in the production of silicon metal and silicon-based alloys, and the vast majority of producers source coal from these two countries. In the year ended December 31, 2024, approximately 61% of our coal was purchased from third parties. Of our third-party purchases, approximately 85% came from Colombia.
Additionally, the majority of the manganese ore we purchase comes from suppliers located in South Africa and Gabon. We do not control these third-party suppliers and must rely on them to perform in accordance with the terms of their contracts. If these suppliers fail to provide us with the required raw materials in a timely manner, or at all, or if the quantity or quality of the materials they provide is lower than that contractually agreed, we may not be able to procure adequate supplies of raw materials from alternative sources on comparable terms, or at all, which could have a material adverse effect on our business, results of operations and financial condition. In addition, since many suppliers of these raw materials are located in the same region, if a natural disaster or event affected one of these regions it is likely alternative sources would also be similarly affected.
Equipment failures may lead to production curtailments or shutdowns and repairing any failure could require us to incur capital expenditures and other costs.
Many of our business activities are characterized by substantial investments in complex production facilities and manufacturing equipment. Because of the complex nature of our production facilities, any interruption in manufacturing resulting from fire, explosion, industrial accidents, natural disaster, equipment failures or otherwise could cause significant losses in operational capacity and could materially and adversely affect our business, results of operations and financial condition.
Other equipment may not continue to perform as it has in the past or as it is expected to perform. A major equipment failure due to wear and tear, latent defect, design error or operator error, early obsolescence, natural disaster or other force majeure event could cause significant losses in operational capacity. Repairs following such failures could require us to incur capital expenditures and other costs. Such major failures also could result in damage to the environment or damages and harm to third parties or the public, which could expose us to significant liability. Such costs and liabilities could adversely affect our business, results of operations and financial condition.
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We depend on proprietary manufacturing processes and software. These processes may not yield the cost savings that we anticipate and our proprietary technology may be challenged or become obsolete before our intellectual property rights expire.
We rely on proprietary technologies and technical capabilities in order to compete effectively and produce high quality silicon metal and silicon-based alloys, including:
| ● | computerized technology that monitors and controls production furnaces; |
| ● | electrode technology and operational know-how; |
| ● | metallurgical processes for the production of solar-grade silicon metal; |
| ● | production software that monitors the introduction of additives to alloys, allowing the precise formulation of the chemical composition of products; and |
| ● | flowcaster equipment, which maintains certain characteristics of silicon-based alloys as they are cast. |
We are subject to a risk that:
| ● | we may not have sufficient funds to develop new technology and to implement effectively our technologies as competitors improve their processes; |
| ● | if implemented, our technologies may not work as planned; |
| ● | our proprietary technologies may become obsolete, including if they are not implemented in a timely manner compared to our competitors; and |
| ● | our proprietary technologies may be challenged and we may not be able to protect our rights to these technologies. |
Patent or other intellectual property infringement claims may be asserted against us by a competitor or others. Our intellectual property rights will not be enforceable after their regular expiration and, even prior to such expiration, may be deemed unenforceable on other grounds and may not enable us to prevent others from developing and marketing competitive products or methods. An infringement action against us may require the diversion of substantial funds from our operations and may require management to expend efforts that might otherwise be devoted to operations. A successful challenge to the validity of any of our patents may subject us to a significant award of damages, and may oblige us to secure licenses of others’ intellectual property, which could have a material adverse effect on our business, results of operations and financial condition.
We also rely on trade secrets, know-how and continuing technological advancement to maintain our competitive position. We may not be able to effectively protect our rights to unpatented trade secrets and know-how.
Ferroglobe PLC is a holding company whose principal source of revenue is the income received from its subsidiaries which may impact our ability to pay dividends.
Ferroglobe PLC is dependent on the income generated by its subsidiaries in order to earn distributable profits and pay dividends to shareholders. The amounts of distributions and dividends, if any, to be paid to us by any operating subsidiary will depend on many factors, including such subsidiary’s results of operations and financial condition, limits on dividends under applicable law, its constitutional documents, documents governing any indebtedness, applicability of tax treaties and other factors which may be outside our control. If our operating subsidiaries do not generate sufficient cash flow, we may be unable to earn distributable profits and pay dividends on our shares.
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Our business operations may be impacted by various types of claims, lawsuits, and other contingent obligations.
We are involved in various legal and regulatory proceedings including those that arise in the ordinary course of our business. We estimate such potential claims and contingent liabilities and, where appropriate, record provisions to address these contingent liabilities. The ultimate outcome of the legal matters currently pending against our Company is uncertain, and although such claims, lawsuits and other legal matters are not expected individually to have a material adverse effect, such matters in the aggregate could have a material adverse effect on our business, results of operations and financial condition. Furthermore, we could, in the future, be subject to judgments or enter into settlements of lawsuits and claims that could have a material adverse effect on our results of operations in any particular period. While we maintain insurance coverage in respect of certain risks and liabilities, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against such claims. See “Item 8.A.—Financial Information—Consolidated Statements and Other Financial Information—Legal proceedings” for additional information regarding legal proceedings to which we are party.
Cybersecurity breaches and threats could disrupt our business operations and result in the loss of critical and confidential information.
We rely on the effective functioning and availability of our information technology and communication systems and the security of such systems for the secure processing, storage and transmission of confidential information. The sophistication and magnitude of cybersecurity incidents are increasing and include, among other things, unauthorized access, computer viruses, deceptive communications and malware. We have experienced minor incidents in the past, and information technology security processes may not effectively detect or prevent cybersecurity breaches or threats and the measures we have taken to protect against such incidents may not be sufficient to anticipate or prevent rapidly evolving types of cyber-attacks. Breaches of the security of our information technology and communication systems could result in destruction or corruption of data, the misappropriation, corruption or loss of critical or confidential information, business disruption, reputational damage, litigation and remediation costs.
We make significant investments in the development of new technologies and new products. The success of such technologies or products is inherently uncertain and the investments made may fail to render the desired increase in profitability.
In order to improve our processes and increase margins, we have consistently invested significant amounts in the development of new technologies and in the development of new value added products. However, these developments are inherently uncertain, since they may fail to render the desired results when implemented at an industrial scale.
Specifically, we have invested in the construction of a factory to produce high purity silicon metal through a technology developed and patented by the Company. We believe the technology presents several advantages when compared to competitors’ processes. This high purity silicon could be used for several applications, including advanced ceramics, fillers for semiconductors, special alloys or li-ion batteries. The most promising market is the silicon for the anode of batteries, whose development depends on the validation of the Si/C composites in the new generation of battery cells for electric vehicles (“EVs”). This is a long process and silicon might not deliver the expected results in terms of capacity, cyclability, fast-charging or safety. There could also be new emerging technologies such as solid-state batteries with lithium metal anode that could phase out the use of silicon in the anode.
Risks Related to Legal, Compliance and Regulations
We are subject to environmental, health and safety regulations, including laws that impose substantial costs and the risk of material liabilities.
Our operations are subject to extensive foreign, federal, national, state, provincial and local environmental, health and safety laws and regulations governing, among other things, the generation, discharge, emission, storage, handling, transportation, use, treatment and disposal of hazardous substances; land use, reclamation and remediation; waste management and pollution prevention measures; greenhouse gas emissions; and the health and safety of our employees.
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We are also required to obtain permits from governmental authorities for certain operations, and to comply with related laws and regulations. We may not have been and may not always be in full compliance with such permits and related laws and regulations. If we violate or fail to comply with these permits and related laws and regulations, we could be subject to penalties, restrictions on operations or other sanctions, obligations to install or upgrade pollution control equipment and legal claims, including for alleged personal injury or property or environmental damages. Such liability could adversely affect our reputation, business, results of operations and financial condition. In addition, in the context of an investigation, regulatory authorities may require us to make technology upgrades to our facilities that could result in material capital expenses. For example, in August 2023, the Company resolved two Notices of Violation/Findings of Violation (“NOV/FOV”) from the U.S. federal government that alleged numerous violations of the Clean Air Act relating to the Company’s Beverly, Ohio facility. [See “Item 8.A.—Financial Information—Consolidated Financial Statements and Other Financial Information—Legal proceedings” for additional information.] The Beverly facility is also located in an area currently designated as Non-Attainment for the one-hour SO2 National Ambient Air Quality Standards (“NAAQS”). The Company has entered into a Director’s Final Findings & Order (“DFFOs”) with the Ohio Environmental Protection Agency (“OEPA”) imposing facility-wide SO2 emission limits tin connection with the SO2 NAAQS. In May 2023, OEPA submitted an attainment demonstration to the United States Environmental Protection Agency (“EPA”), demonstrating that the state’s DFFOs ensured compliance with the SO2 NAAQS. In September 2023, the EPA issued a final rule approving OEPA’s attainment demonstration. Under this final rule and the DFFOs, the Company must perform additional flow testing at the Beverly facility to verify certain inputs to the NAAQS modeling used to demonstrate attainment with the SO2 NAAQS. The test was completed on June 27, 2024, followed by OEPA's and USEPA's approval of the results. We are currently waiting for OEPA to submit the request to USEPA for final approval of the attainment request, which should happen before the end of 2025.
The metals and mining industry is generally subject to risks and hazards, including fire, explosion, toxic gas leaks, releases of other hazardous materials, rockfalls, and incidents involving mobile equipment, vehicles or machinery. These could occur by accident or by breach of operating and maintenance standards, and could result in personal injury, illness or death of employees or contractors, or in environmental damage, delays in production, monetary losses and possible legal liability.
Under certain environmental laws, we could be required to remediate or be held responsible for the costs relating to contamination of our or our predecessors’ past or present facilities and at third party waste disposal sites. We could also be held liable under these environmental laws for sending or arranging for hazardous substances to be sent to third party disposal or treatment facilities if such facilities are found to be contaminated. Under these laws we could be held liable even if we did not know of, or did not cause, such contamination, or even if we never owned or operated the contaminated disposal or treatment facility.
Additionally, environmental laws are complex, change frequently and are likely to become more stringent in the future. Because environmental laws and regulations are becoming more stringent and new environmental laws and regulations are continuously being enacted or proposed, such as those relating to greenhouse gas emissions and climate change, the level of expenditures required for environmental matters could increase in the future. Future legislative action and regulatory initiatives could result in changes to operating permits, additional remedial actions, material changes in operations, increased capital expenditures and operating costs, increased costs of the goods we sell, and decreased demand for our products that cannot be assessed with certainty at this time.
Therefore, our costs of complying with current and future environmental laws, and our liabilities arising from past or future releases of, or exposure to, hazardous substances may adversely affect our business, results of operations and financial condition.
Compliance with existing and proposed laws and regulations relating to greenhouse gas emissions and climate change could adversely affect our performance.
There are a variety of laws and regulations in place or being considered at the international, federal, regional, state and local levels of government that restrict or propose to restrict and impose costs on emissions of carbon dioxide and other greenhouse gases (“GHGs”). These legislative and regulatory developments may cause us to incur material costs if we are required to reduce or offset greenhouse gas emissions, or to purchase emission credits or allowances, and may result in a material increase in our energy costs due to additional regulation of power generators.
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Under current European Union legislation, all industrial sites are subject to a GHG emissions cap-and-trade program, the EU Emissions Trading System, pursuant to which every facility with GHG emissions is required to purchase emissions allowances in the market system to the extent its emissions exceed an applicable threshold, which is determined by its industry. Through 2024, our applicable emissions threshold has been largely sufficient for our business, limiting our need to purchase emissions allowances and the impact of any associated costs on our business. However, recent changes to regulations have and could continue to reduce the allocation of free allowances and may require us to make significant purchases of emissions rights in the market in the future. Also, certain Canadian provinces have implemented GHG emissions cap-and-trade programs. As a result, our facilities in Canada may be required to purchase emission credits in the future in the market, which could result in material costs to the Company. In addition, increased compliance costs, additional operating restrictions for our business and an increase in the cost of the products we produce could have a material adverse effect on our financial position, results of operations and liquidity.
In the United States, the Biden administration placed a greater emphasis on regulating GHG emissions than prior administrations, although no proposed regulations were enacted. However, carbon taxes, clean energy standards, carbon offsets, and a nationwide U.S. GHG emissions cap-and-trade program have been periodically explored by the U.S. government. In addition, certain state governments have enacted legislation creating mandatory regional or state-level GHG emissions cap-and-trade programs, and similar regulations may be applicable to our operations in the future. Although it is impossible to predict whether such regulations will be enacted or what form such action may take, any such action may result in materially increased compliance costs, additional operating restrictions for our business and an increase in the cost of the products we produce, which could have a material adverse effect on our financial position, results of operations and liquidity.
Climate change, sustainability regulations and Company initiatives, including our environmental commitments associated with our decarbonization plan, could place additional burden on us and our operations.
We may face increased climate-related regulation as well as expectations from our stakeholders to take actions beyond regulatory requirements to minimize our impact on the environment and mitigate climate change-related effects. The mining and metals sector contributes directly to greenhouse gas emissions and continues to be subject to increasingly stringent GHG emissions reduction regulations. In order to address such regulations, we may be required to adapt our production processes or purchase additional equipment or carbon offsets, leading to increased costs. In 2024, the Company articulated certain decarbonization actions, and committed to reducing our Scope 1 and Scope 2 carbon-specific emissions by at least 26% by 2030 from a 2020 baseline.
The Company’s project to decarbonize the metallurgical silicon production process is expected to require a projected capital expenditure investment of more than €28 million ($29.1 million) for the construction of a biocarbon plant at our Sabón plant, only part of which we may be able to fund via government grants or other support, such as a grant for €11.7 million ($12.2 million) obtained from the Ministry of Industry and Tourism of the Government of Spain, as part of the Strategic Project (PERTE) for Industrial Decarbonization. The goal of the project is to produce our own biocarbon to replace fossil carbon and reduce the carbon footprint. The plant is expected to be operational in 2026.
To meet these additional requirements, we will need to continue to deploy additional equipment, introduce process changes, utilize alternative suppliers and materials, and take other similar actions, some or all of which may require us to incur additional costs which could result in a material adverse effect on our results of operations and our financial position. In addition, if we fail to meet these expectations, we may experience reputational risk which could impact our ability to attract and retain employees, investors and customers.
In the context of efforts to transition to a lower-carbon economy, we will likely be exposed to further policy, legal, technological, and market transition risks. If we do not respond to these risks effectively or if our efforts are lower than our peers, we may suffer reputational risks which may lead to financial repercussions such as a decrease in share price or demand for our products.
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Our business benefits from antidumping and countervailing duty orders and laws that protect our products by imposing special duties on unfairly traded imports from certain countries. If these duties or laws change, certain foreign competitors might be able to compete more effectively.
Ferroglobe benefits from antidumping and countervailing duty orders and laws that protect its business and products by imposing special duties on unfairly traded imports from certain countries. See “Item 4.B.—Information on the Company—Business Overview—Regulatory Matters—Trade” for additional information.
These orders may be subject to revision, revocation or rescission at any time, including through periodic governmental reviews and proceedings. Current antidumping and countervailing duty orders thus (i) may not remain in effect and continue to be enforced from year to year, (ii) may change the covered products and countries under current orders, and (iii) may reassess duties.
Changes in any of these factors could adversely affect our business and profitability. Finally, at times, in filing trade actions, we arguably act against the interests of our customers. Certain of our customers may not continue to do business with us as a result.
We are exposed to significant risks in relation to compliance with anti-bribery and corruption laws, anti-money laundering laws and regulations, and economic sanctions programs.
Operating globally requires us to comply with the laws and regulations of various jurisdictions. In particular, our international operations are subject to anti-corruption laws, most notably the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”) and the U.K. Bribery Act of 2010 (the “Bribery Act”), international trade sanctions programs, most notably those administered by the U.N., U.S. and European Union, anti-money laundering laws and regulations, and laws against human trafficking and slavery, most notably the U.K. Modern Slavery Act 2015 (“Modern Slavery Act”).
The FCPA and Bribery Act prohibit offering or providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. We may deal from time to time with both governments and state-owned business enterprises, the employees of which are considered foreign officials for purposes of these laws. International trade sanctions programs restrict our business dealings with or relating to certain sanctioned countries and certain sanctioned entities and persons no matter where located.
As a result of doing business internationally, we are exposed to a risk of violating applicable anti-bribery and corruption (“ABC”) laws, international trade sanctions, and anti-money laundering (“AML”) laws and regulations. Some of our operations are in developing countries that lack well-functioning legal systems and have high levels of corruption. Our worldwide operations and any expansion, including in developing countries, our development of joint venture relationships worldwide, and the engagement of local agents in the countries in which we operate tend to increase the risk of violations of such laws and regulations. Violations of ABC laws, AML laws and regulations, and trade sanctions are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as well as criminal penalties including possible imprisonment. Moreover, any major violations could have a significant impact on our reputation and consequently on our ability to win future business.
For its part, the Modern Slavery Act requires any commercial organization that carries on a business or part of a business in the U.K which (i) supplies goods or services and (ii) has an annual global turnover of £36 million to prepare a slavery and human trafficking statement for each financial year ending on or after March 31, 2016. In this statement, the commercial organization must set out the steps it has taken to ensure there is no modern slavery in its own business and its supply chain, or provide an appropriate negative statement. The U.K. Secretary of State may enforce this duty by means of civil proceedings. The nature of our operations and the regions in which we operate may make it difficult or impossible for us to detect all incidents of modern slavery in certain of our supply chains. Any failure in this regard would not violate the Modern Slavery Act per se, but could have a significant impact on our reputation and consequently on our ability to win future business.
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We seek to build and continuously improve our systems of internal controls and to remedy any weaknesses identified. As part of our efforts to comply with all applicable law and regulation, we maintain a global ethics and compliance program based around our Code of Conduct. However, we cannot be certain that our policies and procedures will be followed at all times or that we will prevent or timely detect violations of applicable laws, regulations or policies by our personnel, partners or suppliers. Any actual or alleged failure to comply with applicable laws or regulations could lead to material liabilities not covered by insurance or other significant losses, which in turn could have a material adverse effect on our business, results of operations, and financial condition.
Any failure to procure, renew or maintain necessary governmental permits, including environmental permits and concessions to operate our hydropower plants, or any delays relating thereto, could adversely affect our results of operations.
The operation of our hydropower plants is highly regulated, requires various governmental permits, including environmental permits and concessions, and may be subject to the imposition of changing or increasingly stringent conditions by governmental or regulatory authorities. We may be unable to maintain compliance with the conditions prescribed in such permits and concessions or obtain permits essential to our operations, and the imposition of increasingly stringent conditions could impair our ability to operate our plants. If we fail to satisfy the conditions of, or comply with the operating conditions imposed by governmental authorities in, our permits or concessions, or fail to comply with other restrictions imposed by other applicable statutory or regulatory requirements, we may face enforcement action and be subject to fines, penalties or additional costs or revocation of such permits or concessions. Any failure to procure, renew or abide by necessary permits and concessions would adversely affect the operation of our hydropower plants.
Changes in laws, rules or regulations relating to data privacy and security, or any actual or perceived failure by us to comply with such laws, rules, regulations and standards, or contractual or other obligations relating to data privacy and security, could result in claims, changes to our business practices, penalties and increased cost of operations and could have a material adverse effect on our reputation, results of operations, financial condition and cash flows.
We are, and may increasingly become, subject to various laws, rules, regulations, treaties, decisions and standards, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operate. The regulatory environment related to data privacy and security is increasingly rigorous, with new and constantly changing requirements applicable to our business, and enforcement practices are likely to remain uncertain for the foreseeable future. These laws, rules, regulations, treaties, decisions and standards may be interpreted and applied differently over time and from jurisdiction to jurisdiction and in a manner that is inconsistent with our data practices and that could have a material adverse effect on our results of operations, financial condition and cash flows. New laws, amendments to or reinterpretations of existing laws, rules, regulations, treaties, decisions, standards and other obligations may require us to incur additional costs and restrict our business operations, and may require us to change how we use, collect, store, transfer or otherwise process certain types of personal information and to implement new processes to comply with those laws.
Internationally, laws, regulations and standards in many jurisdictions apply broadly to the collection, use, retention, security, disclosure, transfer and other processing of personal information. For example, the EU General Data Protection Regulation (“GDPR”), which became effective in May 2018, greatly increased the European Commission’s jurisdictional reach of its laws and adds a broad array of requirements for handling personal data. EU Member States are tasked under the GDPR to enact, and to have enacted, certain implementing legislation that adds to and/or further interprets the GDPR requirements and potentially extends our obligations and potential liability for failing to meet such obligations. The GDPR, together with national legislation, regulations and guidelines of the EU Member States and Switzerland (via its Federal Data Protection Act) governing the processing of personal data, impose strict obligations and restrictions on the ability to collect, use, retain, protect, disclose, transfer and otherwise process personal data. In particular, the GDPR includes obligations and restrictions concerning the consent and rights of individuals to whom the personal data relates (and the obligations of sponsors of clinical trials acting as data controllers), the transfer of personal data out of the European Economic Area (“EEA”), the notification of security breaches and the security and confidentiality of personal data. The GDPR authorizes fines for certain violations of up to 4% of global annual revenue or EUR 20 million, whichever is greater. The GDPR also applies to our key business partners, CROs and service providers, whether or not they are located in Europe, with which we share personal data subject to the GDPR. Additionally, we also are subject to the U.K. General Data Protection Regulation (“U.K. GDPR”) (i.e., a version of the GDPR as implemented into U.K. law), exposing us to
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two parallel regimes with potentially divergent interpretations and enforcement actions for certain violations. While the European Commission issued an adequacy decision intended to last for at least four years in respect of the U.K.’s data protection framework, enabling data transfers from EU Member States to the U.K. to continue without requiring organizations to put in place contractual or other measures in order to lawfully transfer personal data between the territories, the relationship between the U.K. and the EU in relation to certain aspects of data privacy and security law remains unclear. Although we do not have material operations in the U.K., we cannot rule out potential disruptions in relation to the clinical regulatory framework applicable to our clinical studies in the U.K., and to data privacy and security rules with respect to personal data sharing with vendors and clinical investigators in the U.K., and we cannot predict future implications.
All of these evolving compliance and operational requirements impose significant costs, which are likely to increase over time.
Risks Related to Economics and Politics
We have operations and assets in the United States, Spain, France, Canada, China, South Africa, Norway, Venezuela, Argentina and may expand our operations and assets into other countries in the future. Our international operations and assets may be subject to various economic, social and governmental risks.
Our international operations and sales may expose us to risks that are more significant in developing markets than in developed markets and which could negatively impact future revenue and profitability. Operations in developing countries may not operate or develop in the same way or at the same rate as might be expected in a country with an economy, government and legal system similar to western countries. The additional risks that we may be exposed to in such cases include, but are not limited to:
| ● | tariffs and trade barriers; |
| ● | sanctions and other restrictions in our ability to conduct business with certain countries, companies or individuals; |
| ● | recessionary trends, inflation or instability of financial markets; |
| ● | regulations related to customs and import/export matters; |
| ● | tax issues, such as tax law changes, changes in tax treaties and variations in tax laws; |
| ● | absence of a reliable legal or court system; |
| ● | changes in regulations that affect our business, such as new or more stringent environmental requirements or sudden and unexpected raises in power rates; |
| ● | limited access to qualified staff; |
| ● | inadequate infrastructure; |
| ● | cultural and language differences; |
| ● | inadequate banking systems; |
| ● | restrictions on the repatriation of profits or payment of dividends; |
| ● | crime, strikes, riots, civil disturbances, terrorist attacks or wars; |
| ● | nationalization or expropriation of property; |
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| ● | less access to urgent medical care for employees and key personnel in the case of severe illness; |
| ● | law enforcement authorities and courts that are weak or inexperienced in commercial matters; and |
| ● | deterioration of political relations among countries. |
In addition to the foregoing, exchange controls and restrictions on transfers abroad and capital inflow restrictions have limited, and can be expected to continue to limit, the availability of international credit.
The critical social, political and economic conditions in Venezuela have adversely affected, and may continue to adversely affect, our results of operations.
Among other policies in recent years, the Venezuelan government has continuously devalued the Bolívar. The resulting inflation has devastated the country, which is experiencing all manner of shortages of basic materials and other goods and difficulties in importing raw materials. In 2016, we idled our Venezuelan operations and sought to determine the recoverable value of the long-lived assets there. We concluded that the costs to dispose of the facility exceeded the fair value of the assets, primarily due to political and financial instability in Venezuela. Accordingly, we wrote down the full value of our Venezuelan facilities. However, our inability to generate cash in that market may cause us to default on some of our obligations there in the future, which may result in administrative intervention or other consequences. In addition, in the recent past the Venezuelan government has threatened to nationalize certain businesses and industries, which could result in a loss of our Venezuelan facilities for no consideration. If the social, political and economic conditions in Venezuela continue as they are, or worsen, our business, results of operations and financial condition could be adversely affected. Venezuela net assets value were immaterial as of December 31, 2024 and 2023, respectively. There were no sales for the years ended December 31, 2024, 2023 and 2022, respectively.
We are exposed to foreign currency exchange risk and our business and results of operations may be negatively affected by the fluctuation of different currencies.
We transact business in numerous countries around the world and a significant portion of our business entails cross border purchasing and sales. Our sales made in a particular currency do not exactly match the amount of our purchases in such currency. We prepare our consolidated financial statements in USD, while the financial statements of each of our subsidiaries are prepared in the respective entity’s functional currency. Accordingly, our revenues and earnings are continuously affected by fluctuations in foreign currency exchange rates. For example, in instances when our sales made in USD exceed the amount of our purchases made in USD, the appreciation of certain currencies (like the Euro or the ZAR) against the USD would tend to have an adverse effect on our costs. Such adverse movements in relevant exchange rates could have a material adverse effect on our business, results of operations and financial condition.
We are impacted by the ongoing military conflict between Russia and Ukraine. Our business may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.
Global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the continuation of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported and the conflict continued in 2023 and 2024. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could continue to lead to market disruptions, including significant volatility in commodity and energy prices, credit and capital markets, as well as supply chain interruptions.
Russia and Ukraine are meaningful producers of silicon metal, silicon alloys and manganese based alloys, and are also significant suppliers of raw materials for our business and industry. The inability of Russian and Ukrainian producers to meet their customer obligations has created tightness in the market. Likewise, we have previously relied on a number of inputs from Russia and the Commonwealth of Independent States region, including metallurgical coke, anthracite and carbon and graphite electrodes. In response to the ongoing conflict, we have diversified away from these regions. However, our ability to continue to procure these necessary inputs is not certain and could adversely impact our operations.
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Additionally, Russia’s prior annexation of Crimea, its recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the non-government-controlled areas of Zaporizhzhia and Kherson in Ukraine, including an agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system, an expansive ban on imports and exports of products to and from Russia and a ban on exportation of U.S denominated banknotes to Russia or persons located there. Additional potential sanctions, export controls and penalties have also been proposed and/or threatened. Russian military actions, the resulting sanctions and Russian counter measures or retaliatory actions (including cyberattacks and espionage) have adversely affected and are likely to continue to adversely affect the global economy and financial markets and lead to further instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. In addition, several countries have provided support to Ukraine, such as the supply of financial resources, weapons and equipment, as well as other humanitarian aid, which may lead to broadening or internationalization of the conflict. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial.
Management continually tracks developments in the conflict in Ukraine and is committed to actively managing our response to potential disruptions to the business, but can provide no assurance that the conflict in Ukraine or other ongoing headwinds will not have a material adverse effect on our business, operations and financial results.
We are exposed to changes in economic and political conditions where we operate and globally that are beyond our control.
Our industry is affected by changing economic conditions, including changes in national, regional and local unemployment levels, changes in national, regional and local economic development plans and budgets, shifts in business investment and consumer spending patterns, credit availability, and business and consumer confidence. Disruptions in national economies and volatility in the financial markets may and often will reduce consumer confidence, negatively affecting business investment and consumer spending. The outlook for the global economy in the near term is negative due to several factors, including geopolitical risks, inflation and concerns about global growth and stability.
We are not able to predict the timing or duration of periods of economic growth in the countries where we operate or sell products, nor are we able to predict the timing or duration of any economic downturn or recession that may occur in the future.
New tariffs and duties imposed by certain governments, including the United States, the European Union and others, could have a material adverse effect on our results of operations.
In March 2018, the United States imposed import tariffs of 25 percent on steel and 10 percent on aluminum. Exemptions from these tariffs were allowed for steel from Argentina, Australia, Brazil, Canada, Mexico, and South Korea, and aluminum from Argentina, Australia, Canada, and Mexico. These tariffs were expanded to apply to steel and aluminum derivatives from most countries. China, the EU, and other countries imposed retaliatory duties on products from the United States.
In January 2022, the tariffs on steel and aluminum from the EU were replaced by “tariff-rate quotas”, which allow a certain volume of imports to enter without the additional tariffs, but impose a 25% tariff on steel imports and a 10% tariff on aluminum imports exceeding the quota amount. Similar arrangements to replace the steel and aluminum tariffs with tariff-rate quotas were implemented for Japan and the U.K. in April and June 2022, respectively.
Beginning in July 2018, the United States also imposed 25 percent tariffs on a wide array of Chinese products, including products produced and consumed by Ferroglobe, and 7.5 percent on a smaller range of products. In January 2020, the United States and China entered an initial “Phase 1” agreement to resolve the trade dispute between the two countries. The agreement resulted in the suspension of Chinese retaliatory duties on certain U.S. products and the commitment by China to purchase products from the United States. It is unclear whether and, if so, when the two countries will reach a Phase 2
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agreement that would resolve the dispute more broadly. Currently a Phase 2 agreement appears unlikely in the foreseeable future.
There are indications that China has not fully complied with its Phase 1 commitments. If China were found to be in noncompliance, the United States could reimpose tariffs on Chinese products that are currently suspended or increase the existing tariffs.
In April 2025, the Trump administration announced proposed changes to its international trading policies, including the introduction of a new tariff system. Implementation of certain of these tariffs has since been selectively paused pending negotiations, which remain ongoing as of the date of this Annual Report.
Any broader “trade war” resulting from the imposition of tariffs could have a significant adverse effect on world trade and the world economy. To date, tariffs have not affected our business to a material degree.
Recent government actions and regulations, such as export restrictions, tariffs, and other trade protection measures could adversely affect our business.
Ferroglobe imports and sells products worldwide, which could expose the Company to recent trade policy dynamics of the U.S. and other countries. As a result, changing government policies could have a material adverse effect on our business, financial condition, and operating results.
As of the date of this Annual Report, the full scope remains unclear as to what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of additional tariffs on goods imported into the U.S., tax policy related to international commerce, increased export control, sanctions and investment restrictions, or other trade matters. The new trade policies being progressively implemented by the new administration in the U.S. are creating a host of unpredictable reactions among trading partners. The full scope and timing of these actions is currently indeterminable.
Impacts may include the price of raw materials, responsive or retaliatory actions from governments, such as retaliatory tariffs on imports into Ferroglobe’s foreign markets from the U.S., and the opportunity for competitors - not subject to such changes - to establish a presence in markets where Ferroglobe participates. It could also have a significant impact on our operations. Today, the fluid governmental policy decisions and their impact, whether direct or indirect, remain unclear.
Our suppliers, customers, agents or business partners may be subject to or affected by export controls or trade sanctions imposed by government authorities from time to time, which may restrict our ability to conduct business with them and potentially disrupt our production or our sales.
The United States, European Union, United Nations and other authorities have variously imposed export controls and trade sanctions on certain countries, companies, individuals and products, restricting our ability to trade normally with or in them. At present, compliance with such trade regulation is not affecting our business to a material degree. However, new trade regulations may be imposed at any time that target or otherwise affect our customers, suppliers, agents or business partners or their products. In particular, trade sanctions could be imposed that restrict our ability to do business with one or more critical suppliers and require special licenses to do so. Such events could potentially disrupt our production or sales and have a material adverse effect on our business, results of operations and financial condition.
Risks Related to Our Capital Structure
We are subject to restrictive covenants under our credit facilities and other financing agreements. These covenants could significantly affect the way in which we conduct our business. Our failure to comply with these covenants could lead to an acceleration of our debt.
Our ability to comply with applicable debt covenants may be affected by events beyond our control, potentially leading to future breaches. The breach of any of the covenants contained in our credit facilities, unless waived, could constitute an
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event of default, in turn permitting the lenders to terminate their commitments to extend credit under, and accelerate the maturity of, the credit facilities in question. In addition, certain of our financing facilities contain cross default provisions pursuant to which a default under one financing agreement could permit lenders under other financing agreements to accelerate such debt. If in such circumstances we were unable to repay our creditors, or obtain waivers from them on acceptable terms or at all, our creditors could foreclose upon the collateral securing the credit facilities and exercise other rights. Such events, should they occur, could have a material adverse effect on our business, results of operations and financial condition.
Moreover, the restrictions contained in our financing agreements affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, collateral requirements and other restrictions could adversely affect our ability to finance our operations, make strategic acquisitions, investments or alliances, restructure our organization or finance our capital needs. Additionally, our ability to comply with these covenants and restrictions may be affected by events beyond our control. These include prevailing economic, financial and industry conditions.
High leverage may make it difficult for us to service our debt and operate our business.
Although the Company completed a full redemption of its Reinstated Senior Notes in 2024, high leverage has in the past had, and in the future could have, important consequences, including:
| ● | making it more difficult for us to satisfy our obligations to all creditors; |
| ● | requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thus reducing the availability of our cash flow to fund internal growth through working capital and capital expenditures and for other general corporate purposes; |
| ● | increasing our vulnerability to a downturn in our business or economic or industry conditions; |
| ● | placing us at a competitive disadvantage compared to our competitors that have less indebtedness in relation to cash flow; |
| ● | limiting our flexibility in planning for or reacting to changes in our business and our industry; |
| ● | restricting us from investing in growing our business, pursuing strategic acquisitions and exploiting certain business opportunities; and |
| ● | limiting, among other things, our and our subsidiaries’ ability to incur additional indebtedness, including refinancing, or raise equity capital in the future and increasing the costs of such additional financings. |
Our ability to service our indebtedness at any given time depends on our performance, including continued positive results and liquidity, which is affected by prevailing economic conditions and financial, business, regulatory and other factors, including the military conflicts in Ukraine and the Middle East. Many of these factors are beyond our control. We may not be able to generate enough cash flow from operations or obtain enough capital to service our indebtedness or fund our planned capital expenditures. If we cannot service our indebtedness and meet our other obligations and commitments, we might be required to refinance our indebtedness, obtain additional financing, delay planned capital expenditures or dispose of assets to obtain funds for such purposes. We cannot assure you that any refinancing or asset dispositions could be effected on a timely basis or on satisfactory terms, if at all, or would be permitted by the terms of our outstanding debt instruments.
We have experienced past losses and cannot assure you that we will be profitable in the future.
Our business has historically been subject to fluctuations in the prices of our products and the market demand for them, caused by general and regional economic cycles, raw material and energy price fluctuations, competition and other factors. The Company reported positive net results for the years ended December 31, 2024, 2023 and 2022, respectively, following
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a period of losses. Because of the numerous uncertainties and risks inherent in our industry, we are unable to ensure that such profitability will continue into the future.
To service our indebtedness, we require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control.
Our ability to make payments on and to refinance our indebtedness as well as fund capital expenditures depends in part on our ability to continue to generate cash in the future. This depends on the success of our business strategy and on general economic, financial, competitive, legislative, regulatory and other factors, many of which are beyond our control.
There can be no assurance that we will:
| ● | generate sufficient cash flow from operations; |
| ● | realize operating improvements on schedule; or |
| ● | have future borrowings available to us in an amount sufficient to enable us to service and repay our indebtedness or to fund our other liquidity needs. |
Furthermore, applicable law and contractual arrangements from time to time impose restrictions on certain of our subsidiaries’ ability to make payments to Ferroglobe PLC and other entities within the Group, which could impact our ability to service and pay our obligations as they mature or to fund our liquidity needs.
There can be no assurance that we will have the available liquidity or the ability to raise financing in order to repay our debt instruments at or ahead of their maturity.
If we are unable to further satisfy our debt obligations, we may have to undertake alternative financing plans, such as refinancing or further restructuring our indebtedness, selling assets, reducing or delaying capital investments or seeking to raise additional capital. There can be no assurance that any refinancing or debt restructuring would be possible, or if possible, that it would be on similar terms to those of our debt instruments existing at that time, that any assets could be sold or that, if sold, the timing of the sales and the amount of proceeds realized from those sales would be favorable to us or that additional financing could be obtained on acceptable terms. Disruptions in the capital and credit markets, as have been seen in recent years, could adversely affect our ability to meet our liquidity needs or to refinance our indebtedness.
Risks Related to Our Ordinary Shares
Grupo VM, our principal shareholder, has significant voting power with respect to corporate matters considered by our shareholders.
Our principal shareholder, Grupo VM, has, and will continue to have, directly or indirectly, the power, among other things, to affect our legal and capital structure and the composition of our board and executive management team. Grupo VM owns shares representing 36.2% of the aggregate voting power of our capital stock. So long as Grupo VM retains its voting power, as well as its representation on the Board, Grupo VM will have significant influence over the outcome of any corporate transaction or other matters submitted to our shareholders for approval. Grupo VM is likely to be able to block any such matter, including ordinary resolutions, which, under English law, require approval by a majority of outstanding shares cast in the vote. Grupo VM will also be able to block special resolutions, which, under English law, require approval by the holders of at least 75% of the outstanding shares entitled to vote and voting on the resolution, such as an amendment of the Articles or the exclusion of preemptive rights.
Grupo VM has pledged most of its shares in our company to secure a loan from Tyrus Capital (“Tyrus”).
Grupo VM has guaranteed its obligations pursuant to a credit agreement (the “GVM Credit Agreement”) with respect to a loan granted to Grupo VM by Tyrus Capital (“GVM Loan”). In addition, Grupo VM has entered into a security and pledge
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agreement (the “GVM Pledge Agreement”), with Tyrus pursuant to which Grupo VM agreed to pledge most of its shares to Tyrus to secure the outstanding GVM Loan.
In the event Grupo VM defaults under the GVM Credit Agreement, Tyrus may foreclose on the shares subject to the pledge which could then impact the Company’s share price.
The market price of our ordinary shares may be volatile and may fluctuate due to factors beyond our control.
Our ordinary shares are admitted for trading on the Nasdaq Capital Market under the symbol “GSM”. The market price of our ordinary shares is subject to wide fluctuations in response to numerous factors, some of which are beyond our control. These factors include, among other things, actual or anticipated variations in our costs of doing business, operating results and cash flow, the nature and content of our earnings releases and our competitors’ earnings releases, changes in financial estimates by securities analysts, business conditions in our markets and the general state of the securities markets and the market for other financial stocks, changes in capital markets that affect the perceived availability of capital to companies in our industry, and governmental legislation or regulation, as well as general economic and market conditions, such as downturns in our economy and recessions.
Broad market and industry factors may materially affect the market price of companies’ stock, including ours, regardless of actual operating performance. Similarly, the market price of our ordinary shares may fluctuate significantly based upon factors unrelated or disproportionate to our operating performance.
These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our ordinary shares.
Significant sales of our ordinary shares, or the perception that significant sales thereof may occur in the future, could adversely affect the market price of our ordinary shares.
Sales of substantial amounts of our ordinary shares in the public market, and the availability of shares for future sale could adversely affect the prevailing market price of our ordinary shares and could cause the market price of our ordinary shares to remain low for a substantial amount of time.
The Company may be restricted or unable to pay cash dividends in the future.
Although the Company has paid in the past, and is currently paying dividends, the payment of any future dividends is subject to any then-applicable financial covenants that could in the future restrict the payment of dividends or the repurchase of our shares. The payment of dividends now and prospectively depends at all times on, among other matters, our results of operations and financial condition and on such other factors as our Board of Directors may, in their discretion, consider relevant.
If securities or industry analysts do not publish or cease publishing research reports about us, if they adversely change their recommendations regarding our ordinary shares, or if our operating results do not meet their expectations, the price of our ordinary shares could decline.
The trading market for our ordinary shares may be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If there is limited or no securities or industry analyst coverage of us, the market price and trading volume of our ordinary shares would likely be negatively impacted. Moreover, if any of the analysts who may cover us downgrade our ordinary shares or provide relatively more favorable recommendations concerning our competitors, or, if our operating results or prospects do not meet their expectations, the market price of our ordinary shares could decline. If any of the analysts who may cover us were to cease coverage or fail regularly to publish reports about our Company, we could lose visibility in the financial markets, which, in turn, could cause our share price or trading volume to decline.
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As a foreign private issuer, we are subject to different U.S. securities laws and Nasdaq governance standards than U.S. domestic issuers. The rules and standards applicable to foreign private issuers may afford relatively less protection to holders of our ordinary shares, who may not receive all corporate and company information and disclosures they are accustomed to receiving or in a manner to which they are accustomed.
As a foreign private issuer, the rules governing the information that we are required to disclose differ from those governing U.S. corporations pursuant to the U.S. Exchange Act. Although we intend to report periodic financial results and certain material events, we are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence. In addition, we are exempt from the SEC’s proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Our exemption from Section 16 rules requiring the reporting of beneficial ownership and sales of shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to this part of the U.S. Exchange Act and that our insiders are not subject to short-swing profit rules. As a result, in deciding whether to purchase our shares, you may not have all the data that you are accustomed to having when making investment decisions with respect to domestic U.S. public companies.
Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as our Company, may rely on home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), the Diverse Board Representation Rule (Rule 5605(f)) and the Board Diversity Disclosure Rule (Rule 5606) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). We are permitted to follow certain corporate governance rules that conform to U.K. requirements in lieu of many of the Nasdaq corporate governance rules, and we intend to continue complying with the Nasdaq corporate governance rules applicable to foreign private issuers. Accordingly, our shareholders will not have the same protections afforded to stockholders of U.S. companies that are subject to all of the corporate governance requirements of Nasdaq.
We may lose our foreign private issuer status, which would then require us to comply with the U.S. Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.
We are a foreign private issuer and therefore we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. We may no longer be a foreign private issuer as of June 30, 2025 (or the end of our second fiscal quarter in any subsequent fiscal year), which would require us to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers as of January 1, 2026 (or the first day of the fiscal year immediately succeeding the end of such second quarter). We would lose our current status as a foreign private issuer, if (a) a majority of our ordinary shares are either directly or indirectly owned of record by residents of the U.S. and (b) (i) a majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50 percent of our assets are located in the U.S. or (iii) our business is administered principally in the U.S.. If we lost this status, we would be required to comply with the U.S. Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We would also be required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq rules. The regulatory and compliance costs to us under U.S. securities laws if we were required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time-consuming and costly. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.
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If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares.
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud, among other objectives. Any failure to implement any required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2020, we identified material weaknesses in our internal control over financial reporting, one of which was not fully remediated as of December 31, 2024. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002, or any testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting, which are deemed to be material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement.
Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our ordinary shares could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources. Furthermore, investor perceptions of our company may suffer if deficiencies are found, and this could cause a decline in the market price of our ordinary shares. Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to implement these requirements effectively or efficiently, it could harm our operations, financial reporting, or financial results and could result in an adverse opinion on our internal control over financial reporting from our independent registered public accounting firm.
We are taking measures and plan to continue to take measures to remediate this material weakness. However, the implementation of these measures may not fully address this material weakness in our internal control over financial reporting, and therefore we would not be able to conclude that it has been fully remedied. Our failure to correct this material weakness or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our shares, may be materially and adversely affected.
As an English public limited company, we may be required to obtain shareholder approval for certain capital structure decisions. Such approvals may limit our flexibility to manage our capital structure.
English law provides that a board of directors may only allot shares (or rights or convertible into shares) with the prior authorization of shareholders, such authorization being up to the aggregate nominal amount of shares and for a maximum period of five years, each as specified in the Articles or relevant shareholder resolution. The Articles authorize the allotment of additional shares for a period of five years from October 26, 2017 (being the date of the adoption of the Articles), which authorization needed to be renewed upon expiration (i.e., at least every five years). Authorizations may also be sought more frequently for additional five-year terms (or any shorter period). The initial authorization was renewed by the 2022 Annual General Meeting (“AGM”) for an additional five years.
English law also generally provides shareholders with preemptive rights when new shares are issued for cash. However, it is possible for the articles of association, or for shareholders acting in a general meeting, to exclude preemptive rights. Such an exclusion of preemptive rights may be for a maximum period of up to five years from the date of adoption of the articles of association, if the exclusion is contained in the articles of association, or from the date of the shareholder resolution, if the exclusion is by shareholder resolution. In either case, this exclusion would need to be renewed by our shareholders upon its expiration (i.e., at least every five years). The Articles excluded preemptive rights for a period of five years from October 26, 2017, which exclusion needed to be renewed upon expiration (i.e., at least every five years),
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Authorizations may also be sought more frequently for additional five-year terms (or any shorter period). The initial exclusion was renewed by the 2022 AGM for an additional five years.
English law also generally prohibits a public company from repurchasing its own shares without the prior approval of shareholders by ordinary resolution (i.e., a resolution passed by a simple majority of votes cast) and other formalities. As an English company listed on Nasdaq, we may not purchase our shares except where our shareholders have approved our doing so by ordinary resolution (and with a maximum duration of such approval of five years). At the AGM held in June 2024, the Company’s shareholders approved a share buyback program for the repurchase of up to 37.8 million shares over a five-year period.
Future allotment authorizations, exclusions of preemptive rights or share buyback programs may not be approved, which could limit our flexibility in managing our capital structure.
English law requires that we meet certain financial requirements before we declare dividends or repurchases.
Under English law, we may only declare dividends, make distributions or repurchase shares out of distributable reserves of the Company or distributable profits. “Distributable profits” are a company’s accumulated, realized profits, so far as not previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not previously written off in a reduction or reorganization of capital duly made, as reported to the Companies House. In addition, as a public company, we may only make a distribution if the amount of our net assets is not less than the aggregate amount of our called-up share capital and undistributable reserves and if, and to the extent that, the distribution does not reduce the amount of those assets to less than that aggregate amount. The directors may also decide to pay interim dividends if it appears to them that the profits available for distribution justify the payment. When declaring the payment of a dividend, the directors will be required under English law to comply with their duties, including considering our future financial requirements.
The enforcement of shareholder judgments against us or certain of our directors may be more difficult.
Because we are a public limited company incorporated under English law, and because most of our directors and executive officers are non-residents of the United States and substantially all of the assets of such directors and executive officers are located outside of the United States, our shareholders could experience more difficulty enforcing judgments obtained against our Company or our directors in U.S. courts than would currently be the case for U.S. judgments obtained against a U.S. public company or U.S. resident directors. In addition, it may be more difficult (or impossible) to assert some types of claims against our Company or its directors in courts in England, or against certain of our directors in courts in Spain, than it would be to bring similar claims against a U.S. company or its directors in a U.S. court.
The United States is not currently bound by a treaty with Spain or the United Kingdom providing for reciprocal recognition and enforcement of judgments rendered in civil and commercial matters with Spain or the United Kingdom, other than arbitral awards. There is, therefore, doubt as to the enforceability of civil liabilities based upon U.S. federal securities laws in an action to enforce a U.S. judgment in Spain or the United Kingdom. In addition, the enforcement in Spain or the United Kingdom of any judgment obtained in a U.S. court based on civil liabilities, whether or not predicated solely upon U.S. federal securities laws, will be subject to certain conditions. There is also doubt that a court in Spain or the United Kingdom would have the requisite power or authority to grant remedies in an original action brought in Spain or the United Kingdom on the basis of U.S. federal securities laws violations.
Risks Related to Tax Matters
The application of Section 7874 of the Code, including under IRS guidance, and changes in law could affect our status as a foreign corporation for U.S. federal income tax purposes.
We believe that, under current law, we should be treated as a foreign corporation for U.S. federal income tax purposes. However, the U.S. Internal Revenue Service (the “IRS”) may assert that we should be treated as a U.S. corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Internal Revenue Code of 1986, as amended (the
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“Code”). Under Section 7874 of the Code, we would be treated as a U.S. corporation for U.S. federal income tax purposes if, after the Business Combination, (i) at least 80% of our ordinary shares (by vote or value) were considered to be held by former holders of common stock of Globe by reason of holding such common stock, as calculated for Section 7874 purposes, and (ii) our expanded affiliated group did not have substantial business activities in the United Kingdom (the “80% Test”). The percentage (by vote and value) of our ordinary shares considered to be held by former holders of common stock of Globe immediately after the Business Combination by reason of their holding common stock of Globe is referred to in this disclosure as the “Section 7874 Percentage.”
Determining the Section 7874 Percentage is complex and, with respect to the Business Combination, subject to legal uncertainties. In that regard, the IRS and U.S. Department of the Treasury (“U.S. Treasury”) issued temporary Regulations in April 2016 and finalized Regulations in July 2018 (collectively, the “Section 7874 Regulations”), which include a rule that applies to certain transactions in which the Section 7874 Percentage is at least 60% and the parent company is organized in a jurisdiction different from that of the foreign target corporation (the “Third Country Rule”). This rule applies to transactions occurring on or after November 19, 2015, which date is prior to the closing of the Business Combination. If the Third Country Rule were to apply to the Business Combination, the 80% Test would be deemed met and we would be treated as a U.S. corporation for U.S. federal income tax purposes. While we believe the Section 7874 Percentage is less than 60% such that the Third Country Rule does not apply to us, we cannot assure you that the IRS will agree with this position and would not successfully challenge our status as a foreign corporation. If the IRS successfully challenged our status as a foreign corporation, significant adverse tax consequences would result for us and could apply to our shareholders.
In addition, changes to Section 7874 of the Code, the U.S. Treasury Regulations promulgated thereunder, or to other relevant tax laws (including under applicable tax treaties) could adversely affect our status or treatment as a foreign corporation, and the tax consequences to our affiliates, for U.S. federal income tax purposes, and any such changes could have prospective or retroactive application. Legislative proposals have aimed to expand the scope of U.S. corporate tax residence, including by potentially causing us to be treated as a U.S. corporation if the management and control of us and our affiliates were determined to be located primarily in the United States, or by reducing the Section 7874 Percentage at or above which we would be treated as a U.S. corporation such that it would be lower than the threshold imposed under the 80% Test.
IRS guidance and changes in law could affect our ability to engage in certain acquisition strategies and certain internal restructurings.
Even if we are treated as a foreign corporation for U.S. federal income tax purposes, the Section 7874 Regulations materially changed the manner in which the Section 7874 Percentage will be calculated in certain future acquisitions of U.S. businesses in exchange for our equity, which may affect the tax efficiencies that otherwise might be achieved in transactions with third parties. The Section 7874 Regulations also may more generally limit the ability to restructure the non-U.S. members of our Company to achieve tax efficiencies, unless an exception applies.
We are subject to tax laws of numerous jurisdictions and our interpretation of those laws is subject to challenge by the relevant governmental authorities.
We and our subsidiaries are subject to tax laws and regulations in the United Kingdom, the United States, France, Spain, South Africa and the other jurisdictions in which we operate. These laws and regulations are inherently complex, and we and our subsidiaries are (and have been) obligated to make judgments and interpretations about the application of these laws and regulations to us and our subsidiaries and their operations and businesses. The interpretation and application of these laws and regulations could be challenged by the relevant governmental authority, which could result in administrative or judicial procedures, actions or sanctions, which could materially affect our effective tax rate.
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We intend to operate so as to be treated exclusively as a resident of the United Kingdom for tax purposes, but the relevant tax authorities may treat us as also being a resident of another jurisdiction for tax purposes.
We are a company incorporated in the United Kingdom. Current U.K. tax law provides that we will be regarded as being a U.K. resident for tax purposes from incorporation and shall remain so unless (i) we were concurrently resident of another jurisdiction (applying the tax residence rules of that jurisdiction) that has a double tax treaty with the United Kingdom and (ii) there is a tiebreaker provision in that tax treaty which allocates exclusive residence to that other jurisdiction.
Based upon our management and organizational structure, we believe that we should be regarded solely as resident in the United Kingdom from our incorporation for tax purposes. However, because this analysis is highly factual and may depend on changes in our management and organizational structure, there can be no assurance regarding the final determination of our tax residence. Should we be treated as resident in a country or jurisdiction other than the United Kingdom, we could be subject to taxation in that country or jurisdiction on our worldwide income and may be required to comply with a number of material and formal tax obligations, including withholding tax and reporting obligations provided under the relevant tax law, which could result in additional costs and expenses and an increase of our effective tax rate.
We may not qualify for benefits under the tax treaties entered into between the United Kingdom and other countries.
We intend to operate in a manner such that, when relevant, we are eligible for benefits under tax treaties entered into between the United Kingdom and other countries. However, our ability to qualify and continue to qualify for such benefits will depend upon the requirements contained within each treaty and the applicable domestic laws, as the case may be, on the facts and circumstances surrounding our operations and management, and on the relevant interpretation of the tax authorities and courts.
Our or our subsidiaries’ failure to qualify for benefits under the tax treaties could result in adverse tax consequences to us and our subsidiaries and could result in certain tax consequences of owning or disposing of our ordinary shares differing from those discussed below.
Future changes to domestic or international tax laws or to the interpretation of these laws by the governmental authorities could adversely affect us and our subsidiaries.
The U.S. Congress, the U.K. Government, the European Union and the Organization for Economic Co-operation and Development and other government agencies in jurisdictions where we and our affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting” (or “BEPS”), in which payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. Thus, the tax laws in the United States, the United Kingdom, the European Union or other countries in which we and our affiliates do business are changing and any such changes could adversely affect us, mostly those related to interest limitation rules. Furthermore, the interpretation and application of domestic or international tax laws made by us and our subsidiaries could differ from that of the relevant governmental authority, which could result in administrative or judicial procedures, actions or sanctions, which could be material.
On July 1, 2018, OECD’s so-called “Multi-Lateral Instrument” entered into force covering 87 jurisdictions and impacting over 1,200 double tax treaties. The adoption and transposition into domestic legislations of the Anti-Tax Avoidance Directives (known as “ATAD 1 and 2”) by the European Union is another key development that is impacting us, mostly when it comes to interest deduction limitation. On December 2021, the European Commission published a proposal for a Directive “laying down rules to prevent the misuse of shell entities for improper tax purposes and amending Directive 2011/16/EU.” This Directive is also referred to as the ATAD 3 Directive. The implementation of this directive could affect us.
Further developments are to be seen in areas such as the “making tax digital - initiatives” allowing authorities to monitor multinationals’ tax position on a more real time basis and the contemplated introduction of new taxes, such as revenue-based digital services taxes aimed at technology companies, but which may impact traditional businesses as well in the
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sense of allocating a portion of the profitability of the given company to jurisdictions where it has significant sales even though it is not physically present.
Pillar One and Pillar Two legislation
The latest developments by the OECD in tax matters are the so-called Pillar One and Pillar Two rules. Under Pillar One, the OECD intends to set up the foundations for allocating to the market jurisdiction (i) non-routine profit; (ii) a fixed remuneration based on the Arm´s length Principle for baseline distribution and marketing functions; and (iii) an additional profit where in-country functions exceed the base-line activity already compensated. In principle, our business is not in scope of this measure as it refers to raw materials and commodities and this kind of business is excluded under the current drafting of the paper. Additionally, the measure would apply to multinational entities with revenues exceeding EUR20 billion and a profitability greater than 10%, which would exclude our company from its application.
Then, Pillar Two rules, also called the GloBE (Global Anti-Base Erosion proposal) rules consist of setting a minimum rate of taxation, giving the countries the right to apply a “top up” tax where jurisdictional profit is taxed at a rate below the minimum 15% rate. This top up tax is to be collected through several avenues: (i) domestic minimum taxes in local jurisdictions; (ii) the income inclusion rule, charging top up tax in the ultimate parent jurisdiction (or in some cases, in the jurisdiction of an intermediary holding company); (iii) an undertaxed profit rule charging top up tax on profits which are not within the scope of any territory’s income inclusion or domestic minimum tax rules; (iv) switch over rule in the double tax treaties to allow the jurisdiction of residence to switch from exemption to credit method when the profit of a permanent establishment is taxed below the minimum rate; and (v) a subject to tax rule to allow withholding tax or other taxation or adjust eligibility to treaty benefits on payments not subject to the minimum rate.
On June 20, 2023, legislation was substantively enacted which introduced a domestic top-up tax (“DTT”) and multinational top-up tax (“MTT”) as part of Finance (No. 2) Act 2023. On January 15, 2025, the UK’s DTT was confirmed by the OECD, under their Inclusive Framework on BEPS, as being a qualified domestic minimum top-up tax (“QDMTT”) from December 31, 2023. Concurrently, the UK’s MTT was confirmed by the OECD as being a qualified income inclusion rule (“IIR”) from December 31, 2023. The qualifying status is dependent on the OECD Inclusive Framework recognizing it as such, which will be subject to peer review and monitoring.
On December 22, 2022, the EU approved the Minimum Tax Directive (“Pillar Two Directive” or “Pillar Two” or “Directive”). The Directive required Member States to transpose the rules into domestic law by December 31, 2023. The main rule of the Directive, the IIR, became effective on December 31, 2024 with the backstop rule, the undertaxed profit rule (“UTPR”), becoming effective on or after December 31, 2024. The Directive provided the option for Member States to implement a QDMTT that operates to increase the domestic tax liability of in-scope MNE groups within a jurisdiction to the minimum effective tax rate of 15% of profits.
Under Article 33 of the Finance Act for 2024, dated December 29, 2023, France enacted legislation implementing this Directive. The IIR and the QDMTT entered into force for fiscal years initiated on or after December 31, 2023 and was confirmed by the OECD on January 15, 2025. The UTPR is in general terms entering into force for fiscal years initiated on or after December 31, 2024.
On December 21, 2024, Spain enacted legislation implementing Pillar Two into domestic law. The legislation closely follows the EU Minimum Taxation Directive and introduces a QDMTT and an IIR for reporting years starting on or after December 31, 2023. The qualified status of the IIR and DTT for Spain has yet to be confirmed the OECD. The Directive also introduces a UTPR for reporting years starting on or after December 31, 2024. Additionally, the legislation includes a Transitional Country-by-Country (“CbCR”) Safe Harbor, a Safe Harbor for QDMTT, and a Transitional UTPR Safe Harbor.
Other jurisdictions where the Ferroglobe group is present like Canada, South Africa and Norway have also implemented the IRR, UTPR and QDMTT in general terms with effects on fiscal years starting on or after January 1, 2024. The Company also operates in the United States, which has not implemented Pillar Two legislation as of the date of this annual report. In summary, the Ferroglobe group is subject to the global minimum top-up tax under Pillar Two tax legislation in U.K.,
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Spain, France, Norway and Canada. In particular, QDMTT and IRR applies in the U.K., France, Spain, Norway and South Africa on fiscal years beginning on or after December 31, 2023. UTPR applies in Spain, and France starting on or after December 31, 2024. U.K., Spain, France, Canada and Norway have implemented into their legislations transitional CbCR safe harbor provisions. South Africa has not, and therefore general reference to the OECD GloBe rules apply.
The group has performed the transitional CbCR safe harbor analysis using fiscal year 2023 financial statements and the qualified Country-by-Country Reporting data using the rules in force in the UK, which are deemed qualified transitional safe harbor rules as per resolution from the OECD The group satisfies the requirements to be relieved from the full GloBe Rules analysis as to fiscal year 2023, with no resulting Pillar Two taxation. Additionally, the transitional safe harbor analysis has also been completed with the available data for fiscal year 2024 at the time of the preparation and filing of this report. With the interim data used, which is not data from the qualified Country-by-Country Reporting yet since certain countries are still pending to complete their respective statutory audit, the group satisfies the requirements of at least one of the safe harbors per jurisdiction, thus not resulting in QDMTT or IRR payable in any of the jurisdictions where the group is present.
We may become subject to income or other taxes in jurisdictions which would adversely affect our financial results.
We and our subsidiaries are subject to the income tax laws of the United Kingdom, the United States, France, Spain, South Africa and the other jurisdictions in which we operate. Our effective tax rate in any period is impacted by the source and the amount of earnings among our different tax jurisdictions. A change in the division of our earnings among our tax jurisdictions could have a material impact on our effective tax rate and our financial results. In addition, we or our subsidiaries may be subject to additional income or other taxes in these and other jurisdictions by reason of the management and control of our subsidiaries, our activities and operations, where our production facilities are located or changes in tax laws, regulations or accounting principles. Changes in tax treaties, the introduction of new legislation, updates to existing legislation, or changes to regulatory interpretations of existing legislation as a result of these or similar proposals could impose additional taxes on businesses and increase the complexity, burden and cost of tax compliance in countries where we operate.
Although we have adopted guidelines and operating procedures to ensure our subsidiaries are appropriately managed and controlled, we may be subject to such taxes in the future and such taxes may be substantial. The imposition of such taxes could have a material adverse effect on our financial results.
We may incur current tax liabilities in our primary operating jurisdictions in the future.
We expect to make current tax payments in some of the jurisdictions where we do business in the normal course of our operations. Our ability to defer the payment of some level of income taxes to future periods is dependent upon the continued benefit of accelerated tax depreciation on our plant and equipment in some jurisdictions, the continued deductibility of external and intercompany financing arrangements, the application of tax losses prior to their expiration in certain tax jurisdictions and the application of tax credits including R&D credits, among other factors. The level of current tax payments we make in any of our primary operating jurisdictions could adversely affect our cash flows and have a material adverse effect on our financial results.
Changes in tax laws may result in additional taxes for us.
We cannot assure you that tax laws in the jurisdictions in which we reside or in which we conduct activities or operations will not be changed in the future. Such changes in tax law could result in additional taxes for us. As mentioned above, changes in tax treaties, the introduction of new legislation, updates to existing legislation, or changes to regulatory interpretations of existing legislation as a result of future tax law changes could impose additional taxes on businesses and increase the complexity, burden and cost of tax compliance in countries where we operate.
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U.S. federal income tax reform could adversely affect us.
Legislation commonly known as the Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017, and introduced significant changes to the U.S. federal tax code. These changes included a reduction in the federal corporate income tax rate from 35% to 21%, the introduction of a base erosion and anti-abuse tax (“BEAT”), modifications to the U.S. taxation of foreign earnings, and adjustments to the timing of income and expense recognition and the deductibility of certain business expenses.
Since the TCJA’s enactment, we have continued to evaluate its impact on our business as regulations and administrative guidance have evolved. As of December 31, 2024, we have not identified any material adverse effects on the taxation of our U.S. operations resulting from the TCJA or subsequent clarifying rules issued by the Treasury Department and the Internal Revenue Service.
With the recent re-election of President Trump and a renewed focus on maintaining and potentially expanding elements of the TCJA, further changes to U.S. tax policy may occur, including extensions of key TCJA provisions that are set to expire in the coming years. Any such changes could affect our tax position, compliance obligations, or future effective tax rate.
This Annual Report does not discuss in detail the TCJA or other potential changes in U.S. tax law or policy and how they may affect us or our stockholders. We encourage you to consult with your own legal and tax advisors regarding U.S. tax law and the potential tax consequences of investing in our shares.
Our transfer pricing policies are open to challenge from taxation authorities internationally.
Tax authorities have become increasingly focused on transfer pricing in recent years. Due to our international operations and an increasing number of inter-company cross-border transactions, we are open to challenge from tax authorities with regards to the pricing of such transactions. A successful challenge by tax authorities may lead to a reallocation of taxable income to a different tax jurisdiction and may potentially lead to an increase of our effective tax rate.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Ferroglobe PLC
Ferroglobe PLC, initially named VeloNewco Limited, was incorporated under the U.K. Companies Act 2006 as a private limited liability company in the United Kingdom on February 5, 2015. The Company was a wholly-owned subsidiary of Grupo Villar Mir (“Grupo VM”). On October 16, 2015, VeloNewco Limited re-registered as a public limited company. As a result of the Business Combination, which was completed on December 23, 2015, Ferroglobe Spain Metals and Ferroglobe USA (formerly FerroAtlántica and Globe, respectively) merged through corporate transactions to create Ferroglobe PLC, one of the largest producers worldwide of silicon metal and silicon and manganese-based alloys. To effect the Business Combination, Ferroglobe acquired from Grupo VM all of the issued and outstanding ordinary shares, par value €1,000 per share, of Ferroglobe Spain Metals in exchange for 98,078,161 newly issued Class A Ordinary Shares, nominal value $7.50 per share, of Ferroglobe, after which Ferroglobe Spain Metals became a wholly-owned subsidiary of Ferroglobe. Immediately thereafter, Gordon Merger Sub, Inc., a wholly-owned subsidiary of Ferroglobe, merged with and into Ferroglobe USA Inc., and each outstanding share of common stock, par value $0.0001 per share, was converted into the right to receive one newly-issued ordinary share, nominal value $7.50 per share, of Ferroglobe. After these steps, Ferroglobe issued, in total, 171,838,153 shares, out of which 98,078,161 shares were issued to Grupo VM and 73,759,992 were issued to the former Globe shareholders. Our ordinary shares are currently traded on the Nasdaq under the symbol “GSM.”
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On June 22, 2016, we completed a reduction of our share capital, as a result of which the nominal value of each share was reduced from $7.50 to $0.01, with the amount of the capital reduction being credited to distributable reserves.
On August 21, 2018, we announced a share repurchase program, which provided authorization to purchase up to $20,000 thousand of our ordinary shares in the period ending December 31, 2018. On November 7, 2018, we completed the repurchase program, acquiring 2,894,049 ordinary shares for a total consideration of $20,100 thousand, including applicable stamp duty. The average price paid per share was $6.89. The share repurchase program resulted in 1,152,958 ordinary shares purchased and cancelled and 1,741,091 ordinary shares purchased into treasury.
On July 29, 2021, upon the closing of the refinancing of our senior notes, the Company issued 8,918,618 new ordinary shares to Rubric Capital Management LP on behalf of certain managed or sub-managed funds and accounts and Grupo Villar Mir, S.A.U for a total issued share capital of $40,000 thousand, 1,900,000 shares as a work fee and 7,013,872 shares to bondholders related to the financing transactions.
On October 6, 2021, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with B. Riley Securities, Inc. and Cantor Fitzgerald & Co. relating to the ordinary shares of Ferroglobe PLC. The Company had the ability to offer and sell ordinary shares having an aggregate offering price of up to $100,000,000 from time to time through B. Riley Securities, Inc. and Cantor Fitzgerald & Co. as our sales agents. In 2021, the Company sold 186,053 ordinary shares under the Equity Distribution Agreement, for net proceeds of $1,400 thousand. The Company did not sell any other securities under this agreement. Effectiveness of the related registration statement, and ability to sell additional ordinary shares under the Equity Distribution Agreement, expired on June 15, 2024.
During 2023 and 2024, a small number of the ordinary shares held in treasury have been used to satisfy share awards made by the Company to its management team under the Ferroglobe PLC Equity Incentive Plan 2016.
On August 5, 2024, the Company announced a five-year share repurchase program approved by the board and shareholders at the June 2024 annual general meeting. The approval covers up to 37.8 million shares. As of December 31, 2024, the Company had repurchased 598,207 shares for a total consideration of $2.4 million at an average price of $4.06 per share. see “Item 16.E.—Purchase of Equity Securities by the Issuer and Affiliated Purchasers.”
The number of ordinary shares held as treasury shares as of December 31, 2024, was 1,536,435. See Note 12 Equity to our consolidated financial statements.
Significant milestones in our history are as follows:
| ● | 1996: acquisition of the Spanish company Hidro Nitro Española, S.A. (“Hidro Nitro Española”), operating in the ferroalloys and hydroelectric power businesses, and start of the quartz mining operations through the acquisition of Cuarzos Industriales S.A. from Portuguese cement manufacturer Cimpor; |
| ● | 1998: expansion of our manganese- and silicon-based alloy operations through the acquisition of 80% of the share capital of FerroAtlántica de Venezuela (currently FerroVen, S.A.) from the Government of Venezuela in a public auction; |
| ● | 2000: acquisition of 67% of the share capital of quartz mining company Rocas, Arcillas y Minerales, S.A. from Elkem, a Norwegian silicon metal and manganese- and silicon-based alloy producer; |
| ● | 2005: acquisition of Pechiney Electrométallurgie, S.A., now renamed FerroPem, S.A.S., a silicon metal and silicon-based alloys producer with operations in France, along with its affiliate Silicon Smelters (Pty) Ltd. in South Africa; |
| ● | 2005: acquisition of the metallurgical manufacturing plant in Alloy, West Virginia, and Alabama Sand and Gravel, Inc. in Billingsly, Alabama, both in the U.S.; |
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| ● | 2006: acquisition of Globe Metallurgical Inc., the largest merchant manufacturer of silicon metal in North America and largest specialty ferroalloy manufacturer in the United States; |
| ● | 2006: acquisition of Stein Ferroaleaciones S.A., an Argentine producer of silicon-based specialty alloys, and its Polish affiliate, Ultracore Polska; |
| ● | 2007: creation of Grupo FerroAtlántica, S.A.U., the holding company of our FerroAtlántica Group; |
| ● | 2007: acquisition of Camargo Correa Metais S.A., a major Brazilian silicon metal manufacturer; |
| ● | 2008: acquisition of Rand Carbide PLC, a ferrosilicon plant in South Africa, from South African mining and steel company Evraz Highveld Steel and Vanadium Limited, and creation of Silicio FerroSolar, S.L., which conducts research and development activities in the solar grade silicon sector; |
| ● | 2008: acquisition of 81% of Solsil, Inc., a producer of high-purity silicon for use in photovoltaic solar cells; |
| ● | 2008: acquisition of a majority stake in Ningxia Yonvey Coal Industry Co., Ltd., a producer of carbon electrodes (the remaining stake subsequently purchased in 2012); |
| ● | 2009: creation of French company Photosil Industries, S.A.S., which conducts research and development activities in the solar grade silicon sector; |
| ● | 2009: sale of interest in Camargo Correa Metais S.A. in Brazil to Dow Corning Corporation and formation of a partnership with Dow Corning at the Alloy, West Virginia facility; |
| ● | 2010: acquisition of Core Metals Group LLC, one of North America’s largest and most efficient producers and marketers of high-purity ferrosilicon and other specialty metals; |
| ● | 2010: acquisition of Chinese silicon metal producer Mangshi Sinice Silicon Industry Company Limited; |
| ● | 2011: acquisition of Alden Resources LLC, North America’s leading miner, processor and supplier of specialty metallurgical coal to the silicon and silicon-based alloy industries; |
| ● | 2012: acquisition of SamQuarz (Pty) Ltd, a South African producer of silica, with quartz mining operations; |
| ● | 2012: acquisition of a majority stake (51%) in Bécancour Silicon, Inc., a silicon metal producer in Canada, operated as a partnership with Dow Corning as the holder of the minority stake of 49%; |
| ● | 2014: acquisition of Silicon Technology (Pty) Ltd. (“Siltech”), a ferrosilicon producer in South Africa; |
| ● | 2015: Business Combination of Globe and FerroAtlántica as wholly-owned subsidiaries of Ferroglobe PLC |
| ● | 2018: acquisition from a subsidiary of Glencore PLC of a 100% interest in manganese alloys plants in Mo i Rana, Norway and Dunkirk, France, through newly-formed subsidiaries Ferroglobe Mangan Norge AS and Ferroglobe Manganèse France, SAS; |
| ● | 2018: sale of the majority interest in Hidro Nitro Española to an entity sponsored by a Spanish renewable energies fund; |
| ● | 2019: sale of 100% interest in FerroAtlántica, S.A.U. (“FAU”), to investment vehicles affiliated with TPG Sixth Street Partners; |
| ● | 2019: sale of 100% interest in Ultra Core Polska, z.o.o, to Cedie, S.A; |
| ● | 2021: Sale of Niagara Falls silicon metal facility; |
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| ● | 2023: Sale of Chateau Feuillet silicon-alloy facility. |
Corporate and Other Information
Our registered office is located at 5 Fleet Place, London EC4M 7RD, our Board of Directors is based at our London Office at 13 Chesterfield Street, London W1J 5JN, United Kingdom and our management is based in London and also at Torre Emperador Castellana, Paseo de la Castellana, 259-D, P49, 28046 Madrid, Spain. The telephone number of our Spanish Office is +34 915 903 219.
Our agent for service of process in the United States is Ferroglobe USA, Inc. 1595 Sparling Road, Waterford, OH 45786 Washington Country, United States.
Our Internet address is https://www.ferroglobe.com. The information on our and the SEC website is not a part of, or incorporated by reference into, this document. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at https://www.sec.gov.
Corporate Developments and Capital Expenditures
For a further description of important corporate developments since January 1, 2022, see “Item 18. Financial Statements.” For information regarding the Company’s material commitments for capital expenditures, see “Item 4.B.—Information on the Company—Business Overview.” For information about the amounts invested in capital expenditures over the last three fiscal years see “Item 5.B.—Liquidity and Capital Resources—Capital Expenditures.” And “Item 5.B.—Liquidity and Capital Resources—Contractual Obligations.
B. Business Overview
Through its operating subsidiaries, Ferroglobe is one of the world’s largest producers of silicon metal, silicon-based alloys and manganese-based alloys. Additionally, Ferroglobe currently has (i) quartz mining activities in Spain, the United States, Canada, and South Africa, (ii) low-ash metallurgical quality coal mining activities in the United States, and (iii) interests in hydroelectric power in France. Ferroglobe controls a meaningful portion of many of its raw materials and captures, recycles and sells most of the by-products generated in its production processes.
We sell our products to a diverse base of customers worldwide, in a wide range of industries. These industries include aluminum, silicone compounds used in the chemical industry, ductile iron, automotive parts, renewable energy, photovoltaic (solar) cells, electronic semiconductors, electric vehicle batteries and steel, all of which are key elements in the manufacturing of a wide range of industrial and consumer products.
We are able to supply our customers with the broadest range of specialty metals and alloys in the industry from our production centers in North America, Europe, South America, Africa and Asia. Our broad manufacturing platform and flexible capabilities allow us to optimize production and focus on high value-added products most likely to enhance profitability, including the production of customized solutions and high-purity metals to meet specific customer requirements. We also benefit from low operating costs, resulting from our ownership of sources of critical raw materials and the flexibility derived from our ability to alternate production at certain of our furnaces between silicon metal and silicon-based alloy products.
Industry and Market Data
The statements and other information contained below regarding Ferroglobe’s competitive position and market share are based on reports periodically published by leading metals industry consultants and leading metals industry publications and information centers, as well as on the estimates of Ferroglobe’s management.
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Ferroglobe’s Competitive Strengths and Strategy
Competitive Strengths
Leading market positions in silicon metal, silicon-based alloys and manganese-based alloys
We are a leading global producer of our core products based on merchant production capacity and maintain the leading market share in certain of our products. The Company has global production capacity for silicon metal of approximately 330,000 metric tons (including 51% of our attributable partnership capacity). We have 66% of the production capacity market share in North America and approximately 25% of the global market share (globally, excluding China), according to management estimates for our industry. In the case of manganese-based alloys, we retain approximately 15% of market share in Europe. We are among the three largest global producers of manganese alloys, excluding those located in China.
Our scale and global presence across five continents allow us to offer a wide range of products to serve a variety of end-markets, including those which we consider to be dynamic, such as the solar, automotive, consumer electronic products, semiconductors, electric vehicle batteries, construction and energy industries. As a result of our market leadership and breadth of products, we possess critical insight into market demand, allowing for more efficient use of our resources and operating capacity. Our ability to source critical, high-quality raw materials from within our Company group promotes operational and financial stability and reduces the need to compete with our competitors for supply. We believe our vertical integration also provides a competitive advantage, allowing us to deliver an enhanced product offering with consistent quality on a cost-efficient basis to our customers.
Global production footprint and reach
Our diversified production base comprises facilities across North America, Europe, South America, South Africa and Asia. We have the capability to produce our core products at multiple facilities, providing a competitive advantage when reacting to changing global demand trends and customer requirements. Furthermore, this broad base ensures reliability for our customers who value timely delivery and consistent product quality. Our diverse production base also enables us to optimize our production plans and shift production to the lowest cost facilities. Most of our production facilities are located close to sources of principal raw materials, key customers or major transport hubs to facilitate delivery of raw materials and distribution of finished products. This enables us to service our customers globally, while optimizing our working capital and aiding our customers to optimize their inventory levels.
Diverse base of high-quality customers across growing industries
We sell our products to customers in more than 40 countries, with our largest customer concentration in North America and Europe. Our products are used in end products spanning a broad range of industries, including solar, personal care and healthcare products, automobile parts, carbon and stainless steel, water pipe, solar, semiconductor, electric vehicle batteries, oil and gas, infrastructure and construction. Although some of these end-markets have growth drivers similar to our own, others are less correlated and offer the benefits of diversification, especially in the areas with secular growth, such solar and EV battery markets. This diversity of products, customers and end-markets provides stability to our business.
Many of our customers, we believe, are leaders in their end-markets and fields. We have built long-lasting relationships with customers based on the breadth and quality of our product offerings and our ability to produce products that meet specific customer requirements. For the years ended December 31, 2024, 2023 and 2022, Ferroglobe’s 10 largest customers accounted for 56.0%, 50.5% and 50.1% of our consolidated sales, respectively. Our customer relationships provide us with stability and visibility into our future volumes and earnings, though we are not reliant on any individual customer or end-market. Our customer relationships, together with our diversified product portfolio, provide us with opportunities to cross-sell new products; for example, by offering silicon-based or manganese-based alloys to existing steelmaking customers.
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Flexible and low-cost structure
We believe we have an efficient cost structure, enhanced over time by vertical integration through strategic acquisitions. The largest components of our cost base are raw materials and power. Our relatively low operating costs are primarily a result of our ownership of, and proximity to, sources of raw materials, and our access to attractively priced energy, skilled labor and efficient production processes.
We believe our vertically integrated business model and ownership of sources of raw materials provides us with a cost advantage over our competitors. Moreover, such ownership and the fact that we are not reliant on any single supplier for the remainder of our raw material needs generally ensures a stable, long-term supply of raw materials for our production processes, thereby enhancing operational and financial stability. Transportation costs can be significant in our business; our proximity to sources of raw materials and customers improves logistics and represents another cost advantage. The proximity of our facilities to our customers also enhances our delivery times.
We capture, recycle and sell most of the by-products generated in our production processes, which further reduces our costs.
We operate with a largely variable cost of production and our diversified production base allows us to shift our production and distribution between facilities and products in response to changes in market conditions over time. Additionally, the diversity of our currency and commodity exposures provides, to a degree, a natural hedge against foreign exchange and raw materials pricing volatility. Our production costs are mostly dependent on local factors while our product prices are influenced more by global factors. Depreciation of local, functional currencies relative to the U.S. Dollar, when it occurs, reduces the costs of our operations, offering an increased competitive edge in the international market.
We believe our scale, flexibility and global presence enable us to sustain our operations during periods of economic downturn, volatile commodity prices and demand fluctuations.
Stable supply of critical, high quality raw materials
In order to ensure a reliable supply of high-quality raw materials for the production of our metallurgical products, we have invested in strategic acquisitions of sources that supply a meaningful portion of the inputs our manufacturing operations consume. Specifically, we own and operate specialty, low ash, metallurgical quality coal mines in the United States, high purity quartz quarries in the United States, Spain and South Africa, charcoal production units in South Africa, and our Yonvey production facility for carbon electrodes in Ningxia, China. For raw materials needs our subsidiaries cannot meet, we have multiple qualified suppliers in each operating region for each raw material, ensuring reliable access to high-quality raw materials.
Efficient and environmentally friendly by-product usage
We utilize or sell most of the by-products of our manufacturing process, which reduces costs and the environmental impact of our operations. We have developed markets for the by-products generated by our production processes and have transformed our manufacturing operations so that little solid waste disposal is required. By-products not recycled in the manufacturing process are generally sold to companies, which process them for use in a variety of other applications. These materials include: (i) silica fume (also known as microsilica), used as a concrete additive, refractory material and oil well conditioner; (ii) fines - the fine material resulting from crushing lumps; and (iii) dross, which results from the purification process during smelting.
Pioneer in innovation with focus on technological advances and development of next generation products
Our talented workforce has historically developed proprietary technological capabilities and next generation products in-house, which we believe gives us a competitive advantage. In addition to a dedicated R&D division, we have cooperation
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agreements with various universities and research institutes in Spain, France and other countries around the world. Our R&D achievements include:
| ● | ELSA electrode — Ferroglobe has internally developed a patented technology for electrodes used in silicon metal furnaces, which it has been able to sell to several major silicon producers globally. This technology, known as the ELSA electrode, improves the energy efficiency in silicon metal production and eliminates contamination from iron. Ferroglobe has granted these producers the right to use the ELSA electrode against payment to Ferroglobe of royalties. Continuous improvements are made to keep this invention state of the art. |
| ● | Silicon for Advanced Technologies — Ferroglobe has deployed its first industrial-scale silicon purification units in Puertollano (Spain) and Montricher (France). The purification process utilizes patented and proprietary technology that is highly industrial, cost-effective, and environmentally friendly. This physical process avoids the use of acid leaching to remove impurities. The resulting high-purity silicon, with a purity level of up to 99.995%, is milled to various sizes tailored to customer specifications. It is designed for a range of high-value applications, including advanced ceramics (such as silicon carbide and silicon nitride), coatings (brazing and sputtering), semiconductors, and more. The sizing is currently done at our Innovation Center in Sabón, Spain. |
| ● | Li-ion batteries — Ferroglobe is leading the next-generation of technology with its development of pure silicon anodes, engineered to revolutionize the Li-ion battery market. The Company produces specialized micro- and submicro-metric silicon grades, designed for optimized integration into anodes with high silicon content. To propel these innovations, Ferroglobe has formed strategic partnerships with select companies and research institutions, focusing on surface treatment processes and electrochemical testing. For example, the Company invested in U.S.-based battery technology company Coreshell, a pioneer in nanocoating solutions for silicon-dominant anodes. Coreshell's groundbreaking technology eliminates the need for graphite, enabling batteries with longer range, faster charging times, and lower costs than when paired with LFP cathodes. This approach also enhances supply chain security and significantly reduces the carbon footprint of batteries. Ferroglobe’s competitive edge lies in its proprietary silicon purification processes and extensive expertise in silicon milling and post-treatment techniques, which are crucial for optimizing electrochemical performance. Beyond silicon-dominant anodes, Ferroglobe supplies high-purity silicon powders for other silicon-based active materials, including Si/C composites and SiOx, further expanding its reach in the battery materials market. |
In addition to the above, the Ferroglobe Innovation team continues to research new, innovative projects to create the next generation of batteries.
Experienced management team in the metals and mining industry
We have an experienced management team with extensive knowledge of the global metals, mining and materials industry and a proven track record of developing and managing large-scale operations. Our management team is committed to responding quickly and effectively to macroeconomic and industry developments, identifying and delivering growth opportunities and improving our performance via continuous focus on operational cost control and a disciplined, value-based approach to capital allocation. Our management team is complemented by a skilled operating team with solid technical knowledge of production processes and strong relationships with key customers.
Environmental, Social and Governance (“ESG”) Strategy
In 2024, we continued to develop our ESG Strategy 2022-2026, a roadmap that will enable us to benchmark and assess ourselves on ESG matters, in alignment with the demands of our stakeholders and our industry trends. The ESG Strategy brings us closer to our goal of becoming a relevant player in the development of a sustainable future.
Our strategy is defined by the following four key pillars:
| (i) | Strengthening our governance framework; |
| (ii) | Promoting engagement with our people and local communities in which we operate; |
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| (iii) | Reinforcing the role of sustainability through our value chain; and |
| (iv) | Improving our environmental footprint to enable materials which are vital for sustainable development. |
We will continue to disclose our ESG progress annually in our Global ESG Reports. Our 2024 Global ESG Report will be published in 2025.
In alignment with these pillars and our comprehensive ESG strategy that involves identifying, assessing and managing risks and opportunities across the complete value chain, in 2024, the Company articulated certain decarbonization actions, and committed to reducing our Scope 1 and Scope 2 carbon-specific emissions by at least 26% by 2030 from a 2020 baseline.
Business Strategy
In 2020, we conducted a deep and broad evaluation of our Company with the goal of designing a strategic plan focused on bolstering the long-term competitiveness of the business and returning the Company to profitability by fundamentally changing the way we operate, both operationally and financially. The multi-year turnaround plan we developed impacts all the functional areas of our Company as we seek to drive changes that ensure competitiveness throughout the cycle. Since 2021, the Company has successfully been delivering on its previously disclosed strategic EBITDA improvement projects, yielding positive EBITDA for each of the past three years ended December 31, 2024, 2023 and 2022. These consecutive positive results reflect the Company’s turnaround and commitment to executing its strategic plan, which is driven by the following key areas:
| ● | Footprint optimization: One of the Company’s core advantages is our large and diverse production platform. While our asset footprint provides flexibility, at times we are restricted in our ability to quickly adapt to changing market conditions due to inherent constraints in curtailing capacity, particularly for shorter durations. Going forward, our goal is to ensure that the operating platform is more flexible and modular so shifts in production, based on needs and relative costs, are incorporated swiftly. Through this value creation driver we aim to shift our capacity footprint by optimizing production to the most competitive assets. |
| ● | Continuous plant efficiency: We will continue to build on the success of our existing key technical metrics (“KTM”) program, which consists of specific initiatives aimed at enhancing our process, minimizing waste, and improving the overall efficiency to drive down costs. The Company maintains a pipeline of initiatives developed through the sharing of best practices among our numerous sites and through new improvements identified by our research and development team. Moreover, we have implemented developing tools to track our key performance indicators in an ongoing effort to improve furnace level performance. |
| ● | Commercial excellence: We have implemented commercial best practices to maximize profitable revenue, aiming at improving and reinforcing our pricing, account management, salesforce effectiveness, and product portfolio and customer focus. We have strengthened our customer relationships by developing a target portfolio prioritization, re-designing our commercial coverage and operating model, and structuring our account planning, with the definition of clear objectives for each of our customers and a sustained focus on long-term partnership building. We have implemented a range of digitally-enabled tools and processes across the entire commercial function, bringing our team’s performance to the next level. Through our new customer relationship management tool, we have reinforced our account management and front-line effectiveness, as well as our customer service and quality management. On pricing, we have redesigned our governance process and introduced new tools to maximize profitability and provide margin transparency for every sale. Furthermore, we have re-designed our product management function, empowering this role to create customer value and act as a consistent source of information and cross-functional coordination. |
| ● | Centralized purchasing: We have adapted our operating model such that our key inputs are purchased centrally to support a culture centered on buying better and spending better. This will enable us to improve our tracking of needs, enhance our ability to schedule purchases and enable us to benefit from bulk purchases. Buying better is a supply-led effort focusing on price and volume allocation, negotiating prices and terms, managing price risks, |
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| pooling volumes and contracts, shifting volumes to best-price suppliers and leveraging procurement networks. Spending better is an operation-led effort to control demand, enforce compliance, reduce complexity, and perform value engineering to foster efficient spending. Through the principles of buying better and spending better, we aim to attain more than just cost reduction. Through the new organization, we seek to reduce supply chain risk, supporting continuous quality and service improvement, fostering better decision-making about suppliers and optimizing resource allocation. |
| ● | Selling, general and administration expense reduction: During our corporate review, we identified significant opportunities for further cost improvement through permanent cost cutting at our plants and corporate centers. We aim to bolster the overall cost structure at various levels by tracking these costs vigorously and increasing accountability. Through this, we aim to create a culture focused on cost control and discipline for deploying best practices to drive sound spending decisions without compromising our overall performance. |
| ● | Working capital improvement: We have substantially improved our net working capital by establishing targets and improving our supply chain processes. This will allow us to sustain competitive levels of working capital throughout the cycle. While we witnessed elevated working capital due to a slowdown in demand and margin compression, we have been taking measures to correct it and return to previous values. |
With our strategic plan we aim to:
Maintain and leverage industry leading position in core businesses and pursue long-term growth
We intend to maintain and leverage our position as a leading global producer of silicon metal and one of the leading global producers of ferroalloys based on production capacity. We believe we will achieve our goals through the execution of our current strategic plan, which focuses on right-sizing our asset footprint, making continuous improvements to increase productivity and reducing our cost structure.
We plan to achieve organic growth by continually enhancing our product capabilities and developing new products to further diversify our portfolio and expand our customer base. We intend to focus our production and sales efforts on high-margin products and end-markets that we consider to have the highest potential for profitability and growth. We will continue to capitalize on our global reach and the diversity of our production base to adapt to changes in market demands, shifting our production and distribution across facilities and between different products as necessary to remain competitive and maximize profitability. We aim to obtain further direct control of key raw materials to secure our long-term access to scarce reserves, which we believe will allow us to continue delivering enhanced products while maintaining our low-cost position. Additionally, we will continue regularly to review our customer contracts to improve their terms and to optimize the balance between selling under long-term agreements and retaining some exposure to spot markets. We intend to maintain pricing that appropriately reflects the value of our products and our level of customer service and, in light of commodity prices and demand fluctuations, may decide to change the weighting of our mix of contracts that are set at fixed prices versus index-based prices, to capitalize on market opportunities and to ensure a profit throughout the cycles.
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Maintain low cost position while controlling inputs
We believe we have an efficient cost structure and, going forward, we will seek to further reduce costs and improve operational efficiency through a number of initiatives. We plan to focus on controlling the cost of our raw materials through our captive sources and long-term supply contracts and on lowering our fixed costs in order to reduce the unit costs of our silicon metal and ferroalloy production. We aim to improve our internal processes and further integrate our global footprint, such as benefits from value chain optimization, including enhancements in raw materials procurement and materials management; adoption of best practices and technical and operational know-how across our platform; reduced freight costs from improved logistics as well as savings through the standardization of monitoring and reporting procedures, technology, systems and controls. We intend to enhance our production process through R&D and targeted capital expenditure and leverage our geographic footprint to shift production to the most cost effective and appropriate facilities and regions for such products. We will continue to regularly review our power supply contracts with the goal of improving their terms and more competitive tariff structures. In addition, we will seek to maximize the value derived from the utilization and sale of by-products generated in our production processes and continue to focus on innovation to develop next generation products.
We believe we differentiate ourselves from our competitors on the basis of our technical expertise and innovation, which allows us to deliver new high-quality products to meet our customers’ needs. We intend to keep using these capabilities in the future to retain existing customers and cultivate new business. We plan to leverage the expertise of our dedicated team of specialists to advance and develop next-generation products and technologies that fuel organic growth. In particular, we intend to develop high value powders for high-end applications, including silicon-based anodic materials for Li-ion batteries. We also aim to further develop our foundry products, such as value-added inoculants and customized nodularizers, which are used in the production of iron to improve their tensile strength, ductility and impact properties. They also refine the homogeneity of the cast iron structure.
Maintain financial discipline to facilitate ongoing operations and support growth
We believe maintaining financial discipline will allow us to manage the volatility in our business resulting from changes in commodity prices and demand fluctuations. We intend to preserve a strong and conservative balance sheet, with sufficient liquidity and financial flexibility to facilitate all of our ongoing operations, support organic and strategic growth and finance prudent capital expenditure programs aimed at placing us in a better position to generate increased revenues and cash flows by delivering a more comprehensive product mix and optimized production in response to market conditions. We plan to become even more efficient in our working capital management through various initiatives aimed at optimizing inventory levels and accounts receivable. We also seek to retain low leverage for maximum free cash flow generation.
Pursue strategic opportunities
We have a proven track record of disciplined acquisitions of complementary businesses and successfully integrating them into existing operations while retaining a targeted approach through appropriate asset divestitures. Our past acquisitions have increased the vertical integration of our activities, allowing us to deliver an enhanced product offering on a cost-efficient basis. We regularly consider and evaluate strategic opportunities for our business and will continue to do so in the future with the objective of expanding our capabilities and leveraging our products and operations. In particular, we intend to pursue complementary acquisitions and other investments at appropriate valuations for the purpose of increasing our capacity, increasing our access to raw materials and other inputs, further refining existing products, broadening our product portfolio and entering new markets. We will consider such strategic opportunities in a disciplined fashion while maintaining a conservative leverage position and strong balance sheet.
We will also seek to evaluate our core business strategy on an ongoing basis and may divest certain non-core and lower margin businesses to improve our financial and operational results.
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Facilities and Production Capacity
As of December 31, 2024, the location of our assets and our production capacity, including 51% of the capacity of our partnerships (of which we own 51%), by geography, of silicon, silicon-based alloys and manganese-based alloys is detailed below in Figure 1. It is important to note that certain facilities may and do switch from time to time among different families of products (for instance, from silicon metal to silicon-based alloys and vice versa) or among different products within the same family (for instance from ferromanganese to silicomanganese). Such switches change the production capacity at each plant.
Our production facilities are strategically located throughout the world. We operate quartz mines located in Spain, South Africa, Canada, and the United States, and charcoal production in South Africa. Additionally, we operate low-ash, metallurgical grade coal mines in the United States.
As of December 31, 2024, certain production facilities in the United States, South Africa and Venezuela were partially or fully idled due to current market conditions, while certain production facilities in Europe were partially or fully idled to optimize energy and operating costs. Ferroglobe subsidiaries own a total of 18.9 megawatts of hydro production capacity in France.
Products
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For the years ended December 31, 2024, 2023 and 2022, the Company’s consolidated sales, shipments in metric tons and average selling price by product were as follows:
Year ended December 31, | ||||||
($ thousands) |
| 2024 |
| 2023 |
| 2022 |
Silicon metal |
| 726,650 |
| 722,226 |
| 1,116,193 |
Manganese-based alloys |
| 332,845 |
| 259,197 |
| 525,483 |
Ferrosilicon |
| 272,351 |
| 330,946 |
| 561,539 |
Other silicon-based alloys | 131,712 | 159,441 | 192,409 | |||
Silica fume | 31,323 | 33,804 | 32,290 | |||
Other | 149,058 | 144,420 | 170,002 | |||
Total Sales | 1,643,939 |
| 1,650,034 |
| 2,597,916 | |
Shipments in metric tons: | ||||||
Silicon metal | 222,762 | 194,385 | 209,342 | |||
Manganese-based alloys | 275,991 | 227,243 | 295,589 | |||
Ferrosilicon | 142,363 | 147,874 | 154,972 | |||
Other silicon-based alloys | 40,667 | 43,557 | 49,105 | |||
Average Selling price ($/MT): |
| |||||
Silicon metal |
| 3,262 | 3,715 | 5,332 | ||
Manganese-based alloys | 1,206 | 1,141 | 1,778 | |||
Ferrosilicon |
| 1,913 | 2,238 | 3,623 | ||
Other silicon-based alloys |
| 3,239 | 3,661 | 3,918 | ||
Silicon metal
Ferroglobe is a leading global silicon metal producer with a total production capacity of approximately 330,000 tons (including our 51% share of Ferroglobe’s partnership capacity). Ferroglobe’s silicon metal production is spread across facilities located in the United States, France, South Africa, Canada and Spain. For the years ended December 31, 2024, 2023 and 2022, Silicon metal sales accounted for 44.2%, 43.8% and 43.0% of Ferroglobe’s total consolidated revenues, respectively.
Silicon metal is used by primary and secondary aluminum producers, who require silicon metal with specific properties to produce aluminum alloys. The addition of silicon metal during production helps to reduce shrinkage and the hot cracking tendencies of cast aluminum and improves the castability, hardness, corrosion resistance, tensile strength, wear resistance and weldability of the aluminum end products. Aluminum is used to manufacture a variety of automotive components, including engine pistons, housings, and cast aluminum wheels and trim, as well as high tension electrical wire, aircraft parts, beverage containers and other products which require aluminum properties. For the year ended December 31, 2024, sales to aluminum producers represented 25% of silicon metal revenues (30% for the year ended December 31, 2023, and 29% for the year ended December 31, 2022).
Silicon metal is also used by several major silicone chemical producers across a broad range of applications, including construction-related products and electronics, personal care items, and healthcare. In construction and equipment applications, silicone chemicals promote adhesion, act as a sealer and provide insulating properties. In personal care and health care products, silicone chemicals add a smooth texture that protects against ultraviolet rays and provide moisturizing and cleansing properties. Silicon metal is an essential component in the production of silicone chemicals, accounting for 20% of the cost of production. For the year ended December 31, 2024 sales to chemical producers represented 46% of silicon metal revenues (47% for the year ended December 31, 2023, and 66% for the year ended December 31, 2022).
In addition, silicon metal is the primary ingredient in the production of polysilicon, which is most widely used to manufacture solar cells and semiconductors. Producers of polysilicon employ processes to further purify silicon metal and
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grow ingots from which wafers are cut. These wafers are the base material to produce solar cells, which convert sunlight into electricity. Individual solar cells are soldered together to make solar modules. For the year ended December 31, 2024 sales to polysilicon producers represented 29% of silicon metal revenues (19% for the year ended December 31, 2023, and 5% for the year ended December 31, 2022).
Manganese-based alloys
Ferroglobe is among the leading global manganese-based alloys producers based on production capacity. As of December 31, 2024, Ferroglobe maintained approximately 300,000 tons of annual silicomanganese production capacity and approximately 270,000 tons of annual ferromanganese production capacity across our factories in Spain, Norway and France. During the years ended December 31, 2024, 2023 and 2022 Ferroglobe sold 275,991 tons, 227,243 tons and 295,589 tons of manganese-based alloys, respectively. For the years ended December 31, 2024, 2023 and 2022, Ferroglobe’s revenues generated by manganese-based alloys sales accounted for 20.2%, 15.7% and 20.2% of Ferroglobe’s total consolidated revenues, respectively. More than 90% of global manganese-based alloys production is used in steel production, and all steelmakers use manganese and manganese alloys in their production processes.
Silicomanganese is used as a deoxidizing agent in the steel manufacturing process. Silicomanganese is also produced in the form of refined silicomanganese, or silicomanganese AF, super-refined silicomanganese, and silicomanganese Low Carbon.
Ferromanganese is used as a deoxidizing, desulphurizing and degassing agent in steel to remove nitrogen and other harmful elements that are present in steel in the initial smelting process, and to improve the mechanical properties, hardenability and resistance to abrasion of steel. The three types of ferromanganese produced by Ferroglobe are:
| ● | high-carbon ferromanganese used to improve the durability of steel; |
| ● | medium-carbon ferromanganese used to manufacture flat and other steel products; and |
| ● | low-carbon ferromanganese used in the production of stainless steel, low-carbon steel, rolled steel plates and pipes utilized by the oil industry. |
Silicon-based alloys
Ferrosilicon
Ferroglobe is among the leading global ferrosilicon producers based on production output in recent years. During the year ended December 31, 2024, 2023 and 2022 Ferroglobe sold 142,363 tons, 147,874 tons and 154,972 tons of ferrosilicon, respectively. For the years ended December 31, 2024, 2023 and 2022, Ferroglobe’s revenues generated by ferrosilicon sales accounted for 16.6%, 20.1% and 21.6%, of Ferroglobe’s total consolidated revenues, respectively.
Ferrosilicon is an alloy of iron and silicon (normally 75% silicon). Ferrosilicon products are used to produce stainless steel, carbon steel, and various other steel alloys and to manufacture electrodes and, to a lesser extent, in the production of aluminum. More than 95% of ferrosilicon produced is used in steel production (including stainless steel).
Ferrosilicon is generally used to remove oxygen from the steel and as alloying element to improve the quality and strength of iron and steel products. Silicon increases steel’s strength and wear resistance, elasticity and scale resistance, and lowers the electrical conductivity and magnetostriction of steel.
Other silicon-based alloys
During the year ended December 31, 2024, Ferroglobe sold 40,667 tons of silicon-based alloys (excluding ferrosilicon) (43,557 tons during the year ended December 31, 2023, and 49,105 tons during the year ended December 31, 2022). For the years ended December 31, 2024, 2023 and 2022, Ferroglobe’s revenues generated by silicon-based alloys (excluding ferrosilicon) accounted for 8.0%, 9.7% and 7.4% of Ferroglobe’s total consolidated revenues, respectively.
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Ferroglobe produces various different silicon-based alloys, including calcium silicon and foundry products, which comprise inoculants and nodularizers. Ferroglobe produces more than 20 specialized varieties of foundry products, several of which are custom made for its customers. Demand for these specialty metals is increasing and, as such, they are becoming more important components of Ferroglobe’s product offering.
The primary use for calcium silicon is the deoxidation and desulfurization of liquid steel. In addition, calcium silicon is used to control the shape, size and distribution of oxide and sulfide inclusions, improving fluidity, ductility, and the transverse mechanical and impact properties of the final product. Calcium silicon is also used in the production of coatings for cast iron pipes, in the welding process of powder metal and in pyrotechnics.
The foundry products that Ferroglobe manufactures include nodularizers and inoculants, which are used in the production of iron to improve its tensile strength, ductility and impact properties, and to refine the homogeneity of the cast iron structure.
Silica fume
For the years ended December 31, 2024, 2023 and 2022, Ferroglobe’s revenues generated by silica fume sales accounted for 1.9%, 2.0% and 1.2%, respectively of Ferroglobe’s total consolidated sales.
Silica fume is a by-product of the electrometallurgical process of silicon metal and ferrosilicon. This dust-like material, collected through Ferroglobe factories’ air filtration systems, is mainly used in the production of high-performance concrete and mortar. The controlled addition of silica fume to these products results in increased durability, improving their impermeability from external agents, such as water. These types of concrete and mortar are used in large-scale projects such as bridges, viaducts, ports, skyscrapers and offshore platforms.
Raw Materials, Logistics and Power Supply
The primary raw materials used by Ferroglobe are carbon reductants (primarily coal, but also charcoal, metallurgical and petroleum coke, anthracite and wood) as well as minerals (manganese ore and quartz). Other raw materials used include electrodes (consisting of graphite and carbon electrodes and electrode paste), slags and limestone, as well as certain specialty additive metals. Ferroglobe procures coal, manganese ore, quartz, petroleum and metallurgical coke, electrodes and most additive metals centrally under the responsibility of the corporate purchasing department. Some locally sourced raw materials are purchased at a decentralized level (country specific purchasers) by delegation from the corporate purchasing department. The prices of our principal raw materials have experienced volatility from time to time. See “Item 3.D.—Risk factors—Risks Related to Our Business and Industry”.
Manganese ore
The global supply of manganese ore comprises standard to high-grade manganese ore, with a 44% to 50% manganese content, and low-grade manganese ore, with a 28% to 37% manganese content. Manganese ore production comes mainly from a limited number of countries including South Africa, Australia, China, Gabon, Brazil, Ukraine, India and Ghana. However, the production of high-grade manganese ore is concentrated in Australia, Gabon, South Africa and Brazil.
The majority of the manganese ore Ferroglobe purchased in 2024 came from suppliers located in South Africa and Gabon. Global manganese ore prices are mainly driven by manganese demand from China and to a lower extent from India. In 2024, disruption of supply came from a Force Majeure event in Gemco, South32´s Australian mine (Typhoon). The suspension of exports from Gemco has created a significant supply deficit, resulting in sharp price increases. In 2024, the Company tested with success lower grade Ghanaian ore in its plants.
Coal
Coal is the major carbon reductant in silicon and silicon alloy production. Only washed and screened coal with ash content below 10% and with specific physical and chemical properties is used for production of silicon alloys. Colombia and the
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United States are the best sources for the required types of coal in the silicon alloys industry, and Ferroglobe is dependent on supply from these two countries.
The majority of externally purchased coal in 2024 was sourced from a single mining site in Colombia, while the remainder originated primarily from the United States, and to a lesser extent from Australia and South Africa. Ferroglobe has a long-standing relationship with the coal washing plants which price coal using spot, quarterly, semi-annual or annual contracts, based on market outlook. European coal prices, which are denominated in USD, are mainly related to API 2, the benchmark price reference for coal imported into northwest Europe. Prices are impacted by the increasing difficulty in disposing of coal fines in Europe.
Ferroglobe also owns Ferroglobe USA Mining, LLC. in the United States. Ferroglobe USA Mining provides a stable and long-term supply of low ash metallurgical grade coal by fulfilling a substantial portion of our requirements to our North American operations.
See “—Mining Operations” below for further information.
Quartz
Quartz, also known as quartzite, is a key raw material in the manufacture silicon metal and silicon-based alloys.
Ferroglobe has secured access to quartz from its quartz mines in Spain, South Africa, the United States and Canada (see “—Mining Operations”). For the year ended December 31, 2024, 59.1% of Ferroglobe’s total consumption of quartz was self-supplied. Ferroglobe also purchases quartz from third-party suppliers on the basis of annual contractual agreements. Ferroglobe’s quartz suppliers typically have operations in the same countries where Ferroglobe factories are located, or in close proximity, which minimizes logistical costs.
Ferroglobe controls quartzite mining operations located in Alabama and a concession to mine quartzite in Saint-Urbain, Québec (operated by a third-party miner). These mines supply our North American operations with a substantial portion of their requirements for quartz. In 2023, Ferroglobe expanded its supply through the acquisition of a property in South Carolina, USA. First shipments from this facility were made in September 2024.
Other raw materials
Wood is needed for the production of silicon metal and silicon-based alloys. It is used directly in furnaces as woodchips or cut to produce charcoal, which is the major source of carbon reductant for Ferroglobe’s plants in South Africa. In South Africa, charcoal is a less expensive substitute for imported coal and provides desirable qualities to the silicon-based alloys it is used to produce. In the other countries where Ferroglobe operates, Ferroglobe purchases wood chips locally or logs for on-site wood chipping operations from a variety of suppliers.
In 2024, our sourcing of metallurgical coke was predominantly from Poland, China, Colombia and Spain.
Petroleum coke, electrode related products, slag, limestone and additive metals are other relevant raw materials that Ferroglobe utilizes to manufacture its electrometallurgy products. Procurement of these raw materials is either managed centrally or with each country’s raw materials procurement manager or plant manager and the materials purchased at spot prices or under contracts for one year or less.
In 2024, the sourcing of graphite electrodes came from European countries, India and China with a combination of spot and long-term agreements. Carbon electrodes supplies originated in Poland and China, including from Ferroglobe´s own carbon electrode factory in Ningxia Province in China.
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Logistics
Logistical operations are managed centrally. Sea-freight operations are centralized at corporate level, while rail logistic is managed at a country level. Road transportation is managed at plant level with centralized coordination in multi-site countries. Contractual commitments in respect of transportation and logistics match, to the extent possible, Ferroglobe’s contracts for raw materials and customer contracts.
Power
In Spain, energy is purchased through two kinds of supply contracts: (i) market-related agreements via a Group affiliated distribution company and (ii) Power Purchase Agreements (“PPAs”). Four PPAs were in effect in 2024 supplying up to 180 GWh. The remaining balance is purchased from the market, both at spot and forward rates. The electricity market prices have trended lower in Spain in 2024. Forward pricing trends are currently the lowest in Europe. The Company has also maintained its policy to adjust consumption throughout the day due to an elaborate modulation practice.
In 2024 we have succeeded in rejoining in the Active Demand System (“SRAD”). This is a balancing mechanism managed by Red Electrica, provided for in current legislation and which follows the guidelines of the European Commission. It can be applied in those specific situations in which the system does not have enough resources to maintain the appropriate level of reserve, as a result of the simultaneous conjunction of a series of supervening events. In this way, successful bidders undertake to reduce their energy consumption and then ensure that the rest of the demand is covered.
In France, Ferroglobe entities have their power needs covered by a three-year agreement ending in 2025. The Regulation enacted in 2015 enables French subsidiaries of the Company to benefit from reduced transmission tariffs, interruptibility compensation (an agreement whereby the companies agree to interrupt production in response to surges in demand across the French electricity grid), as well as receiving compensation for indirect carbon dioxide costs under the EU Emission Trading System (“ETS”) regulation. These arrangements not only allow French plants to operate competitively over a 12-month basis, but also to concentrate production during periods when energy prices are lower or even negative, as and when required. In 2024, Ferroglobe did not operate during the first quarter and most of November and December to optimize its contractual agreement.
Within the scope of its agreement with EDF, the Company benefits from a program administered by the French Energy Regulatory Commission, which allows alternative suppliers to purchase electricity generated by nuclear power plants under favorable conditions set by the public authorities, known as ARENH. The ARENH benefit allows all alternative suppliers to obtain electricity from EDF during certain time periods under conditions set by the public authorities. The price is currently established at EUR 42/megawatt hour. As such, when market prices are high, the ARENH system is an attractive solution.
In addition, we have an additional agreement with EDF in which we have agreed different electricity prices throughout the year based on demand. When demand is highest, our agreed price is generally lowest and is even negative during certain time periods.
For the year ended December 31, 2024, the Company recorded $63,032 thousand as an offset to expense recorded within “raw materials and energy consumption for production” associated with these benefits. However, such benefits are expected to be reduced significantly, depending on actual production periods, due to changes in energy prices and contractually agreed prices that reduce the overall benefit.
Ferroglobe’s production of energy in France through its hydroelectric power plants provides some mitigation to its exposure to volatility in energy price.
In the United States, electric supply contracts provide the ability to interrupt load and achieve reasonable rates. Our power supply contracts have, in the past, resulted in stable price structures. In West Virginia, we have a contract with Brookfield Renewable Partners, LP to provide approximately 50% of our power needs from a dedicated hydroelectric facility, through
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December 2025 at a fixed rate. Our needs for non-hydroelectric power in West Virginia and Alabama are primarily sourced through special contracts that provide competitive rates. In Ohio, electricity is sourced at market-based rates.
In South Africa, we have an “evergreen” supply agreement with Eskom, the local electricity supplier, for our Polokwane, Emalahleni, Newcastle (Siltech) and Thaba Chueu mining facilities. Eskom’s energy prices are regulated by the National Energy Regulator (NERSA) and price changes are publicly announced in advance and implemented on the 1st of April every year. Operational smelters in South Africa were operating on normal tariffs in 2024, with Emalahleni participating in a curtailment program for most of the year, and Polokwane participating until its temporary idling beginning in Q4 2024. The Newcastle smelter remained in Care and Maintenance for the full year and the Notified Maximum Demand was reduced during the year to reduce fixed costs. The interruptibility program of Eskom that is applicable to Emalahleni and Polokwane, requires power curtailments when the grid is under supply pressure, but compensated on an hourly basis. This has a positive effect on the overall price paid for electricity. As a result, we look to ensure production during the summer months when power is cheaper. Conversely, we look to reduce our output during the winter months (June, July and August), when power is more expensive. Occurrences of loadshedding significantly reduced during 2024 with instances of loadshedding occurring after mid-April 2024. Eskom’s supply improved due to better planned maintenance, better performance from new-build plants and the connection of several green power private suppliers. As of today, loadshedding forecasts remain positive with additional green energy projects connecting to the grid.
We are conducting further studies and engaging with green energy producers to diversify our power supply from 2025. These are anticipated to be a combination of on-site and a power wheeling basis through Eskom’s grid, allowing consumption at any of our plants.
In Norway, we have a long-term contract with Statkraft to provide 75% of our energy needs at a fixed price. Our operations there benefit from a reduction of the distribution tariff, while also receiving compensation for indirect carbon dioxide costs under the ETS regulation, allowing it to produce very competitively.
The level of power consumption of our submerged electric arc furnaces is highly dependent on which products are being produced and typically fall in the following ranges: (i) manganese based alloys require between 1.5 and 5.5 megawatt hours to produce one ton of product, (ii) silicon based alloys require between 7 and 8 megawatt hours to produce one ton of product and (iii) silicon metal requires approximately 12 megawatt hours to produce one ton of product. As a result, consistent access to low-cost, reliable sources of electricity is essential to our business.
Mining Operations
Reserves
The Securities and Exchange Commission (“SEC”) amendments to its disclosure rules modernizing the mineral property disclosure requirements for mining registrants became effective on January 1, 2021. The amendments include the adoption of Subpart 1300 of Regulation S-K, which governs disclosure for mining registrants (the “SEC Mining Modernization Rules”). The SEC Mining Modernization Rules replaced the historical property disclosure requirements for mining registrants that were included in the SEC’s Industry Guide 7 and better align disclosure with international industry and regulatory practices.
A mineral reserve is defined by Subpart 1300 of Regulation S-K as an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. A proven mineral reserve is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. A probable mineral reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource. Reserve estimates were made by independent third-party consultants (qualified person), based primarily on dimensions revealed in outcrops, trenches, detailed sampling and drilling studies performed. For a probable mineral reserve, the qualified person’s confidence in the results obtained from the application of the modifying factors and in the estimates of tonnage and grade or quality is lower than what is sufficient for a classification
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as a proven mineral reserve, but is still sufficient to demonstrate that, at the time of reporting, extraction of the mineral reserve is economically viable under reasonable investment and market assumptions. For a proven mineral reserve, the qualified person has a high degree of confidence in the results obtained from the application of the modifying factors and in the estimates of tonnage and grade or quality. These estimates are reviewed and reassessed from time to time. Reserve estimates are based on various assumptions, and any material changes in these assumptions could have a material impact on the accuracy of Ferroglobe’s reserve estimates.
The following table sets forth summary information on Ferroglobe’s mines as of December 31, 2024.
Annual | Production | Production | Production | Mining | ||||||||||||
Mine | Location | Mineral | capacity kt | in 2024 kt | in 2023 kt | in 2022 kt | Recovery | |||||||||
Sonia |
| Spain (Mañón) |
| Quartz |
| 150 |
| 116 |
| 119 |
| 141 | 0.4 | |||
Esmeralda |
| Spain (Val do Dubra) |
| Quartz |
| 50 |
| 6 |
| 10 |
| 22 | 0.4 | |||
Serrabal. |
| Spain (Vedra & Boqueixón) |
| Quartz |
| 330 |
| 225 |
| 201 |
| 288 | 0.2 | |||
Coto Minero Conchitina(4) | Spain (O Vicedo) | Quartz | 50 | 15 | 14 | 25 | 0.35 | |||||||||
Thaba Chueu Mining |
| South Africa (Delmas) |
| Quartzite |
| 1,000 |
| 636 |
| 592 |
| 553 | 0.7 | |||
Mahale |
| South Africa (Limpopo) |
| Quartz |
| 80 |
| 57 |
| 32 |
| 23 | 0.5 | |||
Roodepoort |
| South Africa (Limpopo) |
| Quartz |
| — |
| — |
| — |
| — | 0.5 | |||
Fort Klipdam |
| South Africa (Limpopo) |
| Quartz |
| 50 |
| 47 |
| 75 |
| 43 | 0.8 | |||
AS&G Meadows Pit |
| United States (Alabama) |
| Quartzite |
| 150 |
| 117 |
| 140.5 |
| 115 | 0.4 | |||
South Carolina Pit | United States (South Carolina) | Quartzite | 150 | 33 | — | — | 0.3 | |||||||||
|
|
|
|
| 2,010 |
| 1,252 |
| 1,184 |
| 1.210 |
| ||||
Mosely Gap/Eatin Fk. |
| United States (Kentucky) |
| Coal (active) |
| 400 |
| 393 |
| 349 |
| 380 | 0.7 | |||
Buffalo Creek |
| United States (Kentucky) |
| Coal (inactive) |
| 100 |
| — |
| — |
| — | 0.7 | |||
Log Cabin No. 5 |
| United States (Kentucky) |
| Coal (inactive) |
| — |
| 40 |
| 290 |
| 170 | 0.6 | |||
Hubbs Hollow | United States (Kentucky) | Coal (active) | 180 | 180 | 163 | 84 | 0.7 | |||||||||
Wynn Hollow | United States (Kentucky) | Coal (inactive) | 200 | — | — | — | 0.7 | |||||||||
Bennett's Branch | United States (Kentucky) | Coal (inactive) | 180 | — | — | — | 0.7 | |||||||||
Bain Branch No. 3 | United States (Kentucky) | Coal (inactive) | 180 | — | — | — | 0.5 | |||||||||
Brafford Branch | United States (Kentucky) | Coal (inactive) | 200 | — | — | — | 0.7 | |||||||||
Harpes Creek 4A | United States (Kentucky) | Coal (active) | 120 | 33 | 42.3 | 32,7 | 0.6 | |||||||||
|
|
|
|
| 1,560 |
| 646 |
| 843 |
| 666 |
| ||||
Proven | Probable | Total | ||||||||||||||
reserves | reserves | reserves | Mining | Btus per | Expiry | |||||||||||
Mine | Mt(1) | Mt(1) | Mt(1) | Method | Reserve grade | lb. | Life(2) | date(3) | ||||||||
Sonia | 1.39 |
| 0.75 | 2.14 | Open-pit |
| Metallurgical |
| N/A |
| 14 |
| 2069 | |||
Esmeralda | 0.02 |
| 0.12 | 0.14 | Open-pit |
| Metallurgical |
| N/A |
| 5 |
| 2029 | |||
Serrabal. | 2.71 |
| 1.60 | 4.31 | Open-pit |
| Metallurgical |
| N/A |
| 14 |
| 2038 | |||
Coto Minero Conchitina(4) | — | 0.71 | 0.71 | Open-pit |
| Metallurgical |
| N/A |
| 11 |
| 2036 | ||||
Thaba Chueu Mining | 24.00 |
| 4.2 | 28.20 | Open-pit |
| Metallurgical & Glass |
| N/A |
| 44 |
| 2039 | |||
Mahale | — |
| 0.69 | 0.69 | Open-pit |
| Metallurgical |
| N/A |
| 12 |
| 2035 | |||
Roodepoort | — |
| — | — | Open-pit |
| Metallurgical |
| N/A |
| 0 |
| 2028 | |||
Fort Klipdam | — |
| 0.58 | 0.58 | Open-pit |
| Metallurgical |
| N/A |
| 12 |
| 2026 | |||
AS&G Meadows Pit | 0.50 |
| — | 0.50 | Surface |
| Metallurgical |
| N/A |
| 7 |
| 2031 | |||
South Carolina Pit | 3.10 | — | 3.10 | Surface |
| Metallurgical |
| N/A |
| 10 |
| 2035 | ||||
31.72 |
| 8.65 |
| 37.27 |
|
|
|
|
| |||||||
Mosely Gap/Eatin Fk. | 0.22 |
| 0.09 | 0.31 | Surface |
| Metallurgical |
| — |
| 1.5 |
| 2026 | |||
Buffalo Creek | 0.23 | — | 0.23 | Surface | Metallurgical | — | 1.5 | 2027 | ||||||||
Log Cabin No. 5 (Reserve Depleted) | — |
| — | — | Underground |
| Metallurgical |
| — |
| — |
| 2024 | |||
Hubbs Hollow | 0.50 | — | 0.50 | Surface |
| Metallurgical |
| — |
| 2 |
| 2027 | ||||
Wynn Hollow | 0.51 | — | 0.51 | Surface | Metallurgical | — | 2.5 | 2028 | ||||||||
Bennett's Branch | 0.55 | 0.62 | 1.17 | Underground | Metallurgical | — | 12 | 2037 | ||||||||
Bain Branch No. 3 | 2.35 | 0.75 | 3.10 | Underground | Metallurgical | — | 18 | 2042 | ||||||||
Brafford Branch | 0.20 | 0.42 | 0.62 | Surface | Metallurgical | — | 2 | 2029 | ||||||||
Harpes Creek 4A | 0.30 | 0.52 | 0.82 | Underground | Metallurgical | — | 8 | 2032 | ||||||||
4.86 | 2.40 | 7.26 | ||||||||||||||
| (1) | The estimated recoverable proven and probable reserves represent the tons of product that can be used internally or sold to metallurgical or glass grade customers. The mining recovery is based on historical yields at each particular site. We estimate our permitted mining life based on the number of years we can sustain average production rates under current circumstances. |
| (2) | Current estimated mine life in years. |
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| (3) | Expiry date of Ferroglobe’s mining concession. |
| (4) | Ferroglobe considers its Conchitina mining concessions as a single mining project legally supported by the formation of Coto Minero, formally approved by the Mining Authority in March 2018. In addition, Ferroglobe currently holds all necessary permits to start production at its Conchitina mines. Although Ferroglobe has not received formal approval from the Spanish Mining Authority over its 2025 Annual Mining Plan, we are not legally prevented from commencing mining operations in the area based on the fully-authorized 2024 Annual Mining Plan. |
Spanish mining concessions
Conchitina
Ferroglobe purchased Cuarzos Industriales S.A.U. (now Ferroglobe Cuarzos Industriales Mining SA.U.), and various of its mining rights in 1996 including Conchitina and Sonia.
Ferroglobe Cuarzos Industriales Mining, S.A.U. has requested the renewal of Conchitina while also requesting the competent authority to consolidate the concession with that of Conchitina Segunda. The Conchitina Segunda mining concession was granted to Ferroglobe Cuarzos Industriales Mining S.A.U. in 2006 for a 30-year term after the necessary mining research had been conducted and the mining potential of the area had been demonstrated. Legal support for the consolidation request was that both mining rights apply over a unique quartz deposit. Coto Minero approval was formally granted in March 2018. Ferroglobe Cuarzos Industriales Mining S.A.U. is the owner of the properties currently mined at Conchitina. The surface area covered by Conchitina concessions is 497 hectares.
Sonia
Ferroglobe acquired Cuarzos Industriales S.A.U. (now Ferroglobe Cuarzos Industriales Mining SA.U.), which is the owner of the properties currently mined at Sonia, along with the Sonia mining concession, in 1996 from the Portuguese cement manufacturer Cimpor. The surface area covered by the Sonia mining concession is 387 hectares. The concession is due to expire in 2069.
Esmeralda
The original Esmeralda mining concession was granted in 1999 to Ferroglobe Cuarzos Industriales Mining, S.A.U., the owner of the properties currently mined at Esmeralda, after proper mining research had been conducted and the mining potential of the area had been demonstrated to the relevant public authority. The surface area covered by the Esmeralda mining concession is 84 hectares. The concession is due to expire in 2029.
Serrabal
The Serrabal mining concession was originally granted in 1978 to Rocas, Arcillas y Minerales S.A. (“RAMSA”) Ferroglobe acquired RAMSA (now Ferroglobe Ramsa Mining S.A.) which is the owner of the properties currently mined at Serrabal, along with the Serrabal mining concession, in 2000. Ferroglobe Ramsa Mining, S.A. applied for the renewal of the concession which was formally granted in October 2023 and the concession will expire in 2038. The surface area covered by Serrabal mining concession is 387 hectares.
Cabanetas
The mining right granting process and tax regulations applicable to the Cabanetas limestone quarry differ from those applicable to other Ferroglobe mines in Spain due to Cabanetas’ classification as a quarry, as opposed to a mine. Ferroglobe is currently operating the Cabanetas quarry pursuant to a permit resolution, that authorized the extension of the original mining concession issued in 2013 by the competent mining authority. The extension will expire in 2043. Limestone extracted from the Cabanetas quarry was intended to be used by Ferroglobe Monzón S.L. However, because new metallurgical techniques require low consumption of this product, most of the Cabanetas limestone is generally sold to the
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civil engineering and construction industries. The production level of the Cabanetas quarry has fallen considerably in recent years, mainly due to difficulties in the local construction industry.
The land on which the mining property is located is owned by Mancomunidad de Propietarios de Fincas Las Sierras and the plot containing the mining property is leased to Ferroglobe Monzón S.L. pursuant to a lease agreement entered into in 1950, which was subsequently extended until 2050. To retain the lease, Ferroglobe Monzón S.L. pays an annual fee currently equal to €0.15 per ton of limestone quarried out of the mine. The quarry covers a surface area of 180 hectares. The area affected by the planned exploitation during the current extension of the concession area is 6.9 hectares.
For further information regarding Spanish regulations applicable to mining concessions, as well as environmental and other regulations, see “Item 4.B—Laws and regulations applicable to Ferroglobe’s mining operations—Spain”.
South African concessions
Thaba Chueu Mining Delmas Operation
The SamQuarz mining rights were transferred from the original owners, Glass South Africa Holdings (Pty) Ltd. and Samancor Limited, to SamQuarz (Pty) Ltd. (“SamQuarz”) in 1997. In 2009, the Minister of Mineral Resources converted the then existing SamQuarz mining rights into new order mining rights due to expire after 30 years in 2039. In 2012, FerroAtlántica acquired control of SamQuarz along with the mining rights. At the end of 2014, SamQuarz mining rights were transferred from SamQuarz to its sole shareholder, Thaba Chueu Mining (Pty) Ltd (“TCM”). In 2017, ownership of the properties currently mined in Delmas were transferred from SamQuarz to TCM. The total surface area covered by TCM Delmas mine is 118.1 hectares. The mine supplies some of its material to Ferroglobe’s Emalahleni smelter, but the majority of its production, mainly Flint Sand, is sold to South African Glass Manufacturing Industry and other local metallurgical customers.
Mahale
Mahale is state-owned land, lawfully occupied by the Mahale community. Thaba Chueu Mining currently leases the land through an agreement with the Majeje Traditional Authority and runs mining operations on the area with mining rights owned by Thaba Chueu Mining and licensed to it. The latest mining right license was granted by the Department of Mineral Resources in 2014 and registered at the mining titles deeds office in 2016. The license is for a 20-year period and will expire in 2035. The total surface area covered by Mahale mine is 329.7 hectares. The lease agreement between Thaba Chueu Mining and the Majeje Traditional Authority will be in force for the entire duration of the mining right or as long as it is economically viable for the lessee to mine. Under the revised lease agreement, an annual Royalty is paid to the lessor. Mining volumes increased significantly with the reopening of the Polokwane smelter at the end of 2022, but the mine also continues to supply the Emalahleni smelter with low alkaline quartz. Options are also under investigation to target the export of High Purity Quartz to the EU in order to act as a counter measure to local mining costs to improve production costs at the smelters. Progress has been slow due to complex testing procedures and the need for a better understanding of the HPQ markets. First block quartz trials were undertaken in 2024 at the Polokwane smelter with favorable results.
Roodepoort
The Roodepoort mining right is held by Ferroglobe’s subsidiary, Ferroglobe South Africa (Pty.), Ltd, and will expire in 2028. In 2009, Ferroglobe South Africa applied for a conversion of the mining right into a new mining right under the South African Mineral and Petroleum Resources Development Act (the “MPRDA”), which came into force in 2004. The new mining right was granted and is valid for the continuation of our mining activities at the Roodepoort mine until 2028. Ferroglobe South Africa is currently in the process of transferring this mining right to its mining subsidiary, Thaba Chueu Mining, in order that all licenses and permits in South Africa are held under this entity.
The total surface area covered by Roodepoort mine is 17.6 hectares. The mining area covers the cobble and block areas. The land in which Roodepoort mine is located is owned by Alpha Sand. A lease agreement with Alpha Sand was closed
59
in 2024. Mining activities were suspended in July 2019. Geological field work was undertaken during 2024 which recommended further exploration drilling for quartz adjacent to the current mining license area. To proceed with the exploration, drilling permission is required by the authorities. The optimal way to proceed is to enlarge the current mining area with an application to extend the mining license footprint during the first quarter of 2025.
Fort Klipdam
The land on which Fort Klipdam is located is owned by Ferroglobe South Africa (Pty.), Ltd. The mining rights application filed by Ferroglobe South Africa in 2014 was rejected. Mining operations have been limited to mining permits that were approved for quartz mining, which includes block mine areas. As substantial block reserves have been established, a new application was launched in 2021 for a mining right and the current mining permit was extended to December 2022. An important quantity of block material was mined during the fourth quarter of 2022 in order to secure a minimum of 12 months’ supply to the Polokwane smelter. This was done in anticipation of the expiry of the mining permit. An agreement was reached in May 2023 with a mining partner that was granted a Prospecting Right, to apply for Mining Permits under Rixhaka Mining Supplies and Logistics (Pty) Ltd until the reserve is depleted. This mining permit was issued in May 2024 and will remain valid until May 7, 2026. This follows an extensive drilling campaign that was performed in the fourth quarter of 2023 following the issuing of the Prospecting Right.
For further information regarding South African regulations applicable to mining concessions, as well as environmental and other regulations, see “Item 4.B—Laws and regulations applicable to Ferroglobe’s mining operations—South Africa.”
United States and Canadian concessions
Coal
As of December 31, 2024, we have three active coal mines (two surface mines and one underground mine) located in Knox County, and Whitley County, Kentucky. We also have six inactive permitted coal mines available for extraction located in Kentucky. All of our coal mines are leased and the remaining term of the leases range from one year to the completion of mining. The majority of the coal production is consumed by the Company’s facilities in the production of silicon metal and silicon-based alloys. As of December 31, 2024, we estimate our proven and probable reserves to be 7,260,000 tons with an average permitted life of 12 years at present operating levels. Present operating levels are determined based on a three-year annual average production rate. Reserve estimates were made by our geologists, engineers and third parties based primarily on drilling studies performed. These estimates are reviewed and reassessed from time to time. Reserve estimates are based on various assumptions, and any material changes in these assumptions could have a material impact on the accuracy of our reserve estimates.
We currently have two coal processing facilities in Kentucky, one of which is inactive. The active facility processes 216,000 tons of coal annually, with a capacity of 1,500,000 tons. The average coal processing recovery rate is 35%.
Quartzite
We have open-pit quartz mining operations in Lowndesboro, Alabama, and Wallace, South Carolina, with accompanying wash facilities. We also have a concession to mine quartzite in Saint-Urbain, Québec (operated by a third party miner). These mines supply our North American operations with a substantial portion of their requirements for quartzite.
Laws and regulations applicable to Ferroglobe’s mining operations
Spain
In Spain, mining concessions have an average term of 30 years and are extendable for additional 30-year terms, up to a maximum of 90 years. In order to extend the concession term, the concessionaire must file an application with the competent public authority. The application, which must be filed three years prior to the expiration of the concession term, must be accompanied by a detailed report demonstrating the continuity of mineral deposits and the technical ability to
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extract such deposits, as well as reserve estimates, an overall mining plan for the term of the concession and a detailed description of extraction and treatment techniques. The renewal process is straightforward for a mining company that has been mining the concession regularly. The main impediments to renewal are a lack of mining activity and legal conflicts. Each January, in order to maintain the validity of the mining concession, we are required to submit an annual mining plan detailing the projected development work in the upcoming year to the competent public authority.
Regarding the environmental requirements applicable to Ferroglobe’s mining operations in Spain, each of Conchitina and Conchitina Segunda, Sonia, Esmeralda and Serrabal is subject to an “environmental impact statement” (or “EIS”), issued by the relevant environmental authority and specifically tailored to the environmental features of the relevant mine. The EIS requires compliance with rigorous environmental standards and is based on the environmental impact study performed by the mining concession applicant in connection with each mining project. It is the result of a consultation process involving several public administrations, including cultural, archaeology, landscape, urbanistic, health, agriculture, water and industrial administrations. The EIS sets forth all conditions to be fulfilled by the applicant, which includes the protection of air, water, soil, flora and fauna, landscape, cultural heritage, restoration and the interaction of such elements. The relevant authority verifies our compliance with our EIS, which covers mining activities, auxiliary facilities and heaps carried out in a determined perimeter of each mine. The EIS also includes a program of surveillance and environmental monitoring.
All mines, with the exception of Cabanetas, also need to obtain an authorization for the discharge of the water used at each mine from the relevant public administration. This authorization is subject to certain conditions, including the analyses of water discharges before any such discharge is made. In addition, Ferroglobe must present its annual mining plans to mining authorities and include an environmental report describing all environmental actions carried out during the year. Authorities assess such actions during their annual inspections of our mining operation. Because Cabanetas is classified as a quarry and not as a mine, environmental requirements are generally less stringent and an environmental report is not required. The environmental license for Cabanetas is included in the mining permit and is formalized in the annual work plan and the annual restoration plan approved by the mining authority.
The main recurring payment obligation in connection with Ferroglobe’s mines in Spain relates to a tax payable annually, calculated on the basis of the budget included in the relevant annual mining plan provided to the mining authorities. In addition, with the exception of Cabanetas, a small surface tax is paid annually to the administration on the basis of the mine property extension. A levy also applies to water consumption at each mine property, which is paid at irregular intervals whenever the relevant public administration requires it.
South Africa
In South Africa, mining rights are valid for a maximum of 30 years and are extendable for one additional 30-year period. Prior to granting and renewing a mining right, the competent authority must be satisfied with the technical and financial capacity of the intended mining operator and the mining work program according to which the operator intends to mine. In addition, a species rescue, relocation and re-introduction plan must be developed and implemented by a qualified person prior to the commencement of excavation, a detailed vegetation and habitat and rehabilitation plan must be developed by a qualified person and a permit must be obtained from the South African Heritage Resource Agency prior to the commencement of excavations. The mining right holder must also compile a labor and social plan for its mining operations and comply with certain additional regulatory requirements relating to, among other things, human resource development, employment equity, housing and living conditions and health and safety of employees, and the usage of water, which must be licensed.
It is a condition of the mining right that the holder disposes of all minerals and products derived from exploitation of the mineral at competitive market prices, which means, in all cases, non-discriminatory prices or non-export parity prices. If the minerals are sold to any entity which is an affiliate or non-affiliate agent or subsidiary of the mining right holder, or is directly or indirectly controlled by the holder, such purchaser must unconditionally undertake in writing to dispose of the minerals and any products from the minerals and any products produced from the minerals, at competitive market prices. The mining right, a shareholding, an equity, an interest or participation in the right or joint venture, or a controlling interest in a company, close corporation or joint venture, may not be encumbered, ceded, transferred, mortgaged, let, sublet,
61
assigned, alienated or otherwise disposed of without the written consent of the Minister of Mineral Resources, except in the case of a change of controlling interest in listed companies.
Environmental requirements applicable to mining operations in South Africa are mostly set out in the MPRDA. Pursuant to the MPRDA, in order to obtain reconnaissance permissions as well as actual mining rights, applicants must have an approved environmental management plan in place, pursuant to which, among other things, all boreholes, excavations and openings sunk or made during the duration of the mining right must be sealed, closed, fenced and made safe by the mining operator. Further environmental requirements apply in connection with health and safety matters, waste management and water usage. The MPRDA also requires mining right applicants to conduct an environmental impact assessment on the area of interest and submit an environmental management program setting forth, among other things, baseline information concerning the affected environment to determine protection, remedial measures and environmental management objectives, and describing the manner in which the applicant intends to modify, remedy, control or stop any action, activity or process which causes pollution or environmental degradation, contain or remedy the cause of pollution or degradation and migration of pollutants and comply with any prescribed waste standard or management standards or practices. In addition, applicants must provide sufficient insurance, bank guarantees, trust funds or cash to ensure the availability of sufficient funds to undertake the agreed work programs and for the rehabilitation, management and remediation of any negative environmental impact on the interested areas. Holders of a mining right must conduct continuous monitoring of the environmental management plan, conduct performance assessments of the plan and compile and submit a performance assessment report to the competent authority, the frequency of which must be as approved in the environmental management program, or every two years or as otherwise agreed by the authority in writing. Mine closure costs are evaluated and reported on an annual basis, but are typically only incurred at mine closure, but guarantees are increased based on the extent of completed mining activity.
The mining right holder must also be in compliance with the Black Economic Empowerment (“BEE”) regulation, a program launched by the South African government to redress certain racial inequalities. In order for a mining right to be granted, a mining company must agree on certain BEE-related conditions with the Department of Mineral and Petroleum Resources. Such conditions relate to, among other things, the company’s ownership and employment equity and require the submission of a social and labor plan. Failure to comply with any of these BEE conditions may have an impact on, among other things, the ability of the mining company to retain the mining right or obtain its renewal upon expiry. In addition, companies subject to BEE must conduct, on an annual basis, a BEE rating audit on several aspects of the business, including black ownership, management control, employment equity, skills development, preferential procurement, enterprise development and socio-economic development. Poor performance on the BEE rating audit may have a negative impact on the company’s ability to do business with other companies, to the extent that a company’s low rating is likely to reduce the rating of its business partners.
Mining rights are subject to payments of royalties to the tax authority, the South African Revenue Services. Such payments are generally made by June 30 and December 31 each year and upon the approval of the concessionaire’s annual financial statements.
United States
The Coal Mine Health and Safety Act of 1969 and the Federal Mine Safety and Health Act of 1977 impose stringent safety and health standards on all aspects of U.S. mining operations. Certain states in which we operate underground and surface coal mines have state mine safety and health regulations. The Mine Safety and Health Administration (the “MSHA”) inspects mine sites and enforces safety regulations and the Company must comply with ongoing regulatory reporting to the MSHA. Numerous governmental permits, licenses and approvals are required for mining operations. In order to obtain mining permits and approvals from state regulatory authorities, we must submit a reclamation plan for restoring, upon the completion of mining operations, the mined property to its prior or better condition, productive use or other permitted condition. We are also required to establish performance bonds, consistent with state requirements, to secure our financial obligations for reclamation, including removal of mining structures and ponds, backfilling and regrading and revegetation.
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Customers and Markets
The following table details the breakdown of Ferroglobe’s revenues by geographic end market for the years ended December 31, 2024, 2023 and 2022, respectively.
Year ended December 31, | ||||||
($ thousands) |
| 2024 |
| 2023 |
| 2022 |
United States of America | 573,636 | 670,854 | 966,161 | |||
Europe |
|
|
| |||
Spain | 169,541 | 169,390 | 282,387 | |||
Germany | 282,200 | 276,333 | 442,331 | |||
Other European Countries | 211,722 | 199,789 | 423,002 | |||
Total revenues in Europe | 663,463 | 645,512 | 1,147,720 | |||
Rest of the World | 406,840 | 333,668 | 484,035 | |||
Total | 1,643,939 | 1,650,034 | 2,597,916 | |||
Customer base
We have a diversified customer base across our key product categories. Throughout our history, we have built long-lasting relationships with our customers based on the breadth and quality of our product offerings, as well as our ability to frequently offer lower-cost and more reliable supply options than our competitors who do not have production facilities located near the customers’ facilities or production capabilities to meet specific customer requirements. We sell our products to customers in more than 40 countries across six continents, though our largest customer concentration is in the United States and Europe. The average length of our relationships with our top 30 customers exceeds 10 years and, in some cases, such relationships are for as long as 30 years.
For the years ended December 31, 2024, 2023 and 2022, Ferroglobe’s 10 largest customers accounted for 56.0%, 50.5% and 50.9% of the Company’s consolidated revenues, respectively.
Customer contracts
Our contracting strategy seeks to ensure significant revenue while remaining flexible to benefit from movement in market pricing and operating efficiencies. Our silicon metal, manganese-based ferroalloys and silicon-based ferroalloys are typically sold under annual and quarterly contracts. Historically, we have targeted to contract 70% of our silicon metal, manganese-based ferroalloys production and silicon-based ferroalloy production in the fourth quarter for the following calendar year. In 2024, the majority of our contracts were indexed to market related benchmarks.
The remaining balance of our silicon metal, manganese-based ferroalloys production and our silicon-based ferroalloy production are sold under quarterly contracts or on a spot basis. Generally, by selling on a spot basis, we are able to take advantage of premiums for prompt delivery. We believe that our diversified contract portfolio allows us to secure a significant amount of revenue while also allowing us to remain flexible and benefit from unexpected price and demand upticks.
Sales and Marketing Activities
Ferroglobe generally sells the majority of its silicon products under annual or longer-term contracts for silicone producers, and mainly between one month to three months for aluminum producing customers. All contracts generally include a volume framework and price formula based on the spot market price and other elements, such as expected production costs and premiums. Ferroglobe also makes spot sales to customers with whom it does not have a contract as well as through quarterly agreements at prices that generally reflect market spot prices. In addition, Ferroglobe sells certain high-value-added products at prices that are not directly correlated with the market prices for the metals or alloys from which they are composed.
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With the exception of the manganese-based business, the majority of Ferroglobe’s products are sold in Europe and the United States directly by our own sales forces located in Spain, France, Germany and the United States whereas sales in other regions are generally handled by agents. For the manganese-based business, Glencore and Ferroglobe operate under exclusive agency agreements for the marketing of Ferroglobe’s manganese alloys products worldwide, and for the procurement of manganese ores to supply Ferrogloble’s plants.
Competition
Price represents the most significant differentiating and competitive factor in our core industries. Other important factors include the consistency of the chemical and physical specifications, as well as the reliability of supply.
The silicon metal, manganese and silicon-based alloys and specialty metals markets are highly competitive, global markets, in which suppliers are able to reach customers across different geographies, and in which local presence is generally a minor advantage. In the silicon metal market, Ferroglobe’s primary competitors include Chinese producers, which have production capacity that exceeds total worldwide demand. Aside from Chinese producers, Ferroglobe’s competitors include, but are not limited to: (i) Elkem, a Norwegian manufacturer of silicon metal, ferrosilicon, foundry products, silica fumes, carbon products and energy; (ii) Dow Inc., an American company specializing, in silicone and silicon-based technology (not competitive in merchant markets); (iii) Wacker, a German chemical business which manufactures silicon in Norway (not competitive in merchant markets); (iv) Rima, a Brazilian silicon metal and ferrosilicon producer; (v) Liasa and Minas Ligas, Brazilian producers of silicon; (vi) Simcoa, in Australia which belongs to the Japanese chemical company Shin-Etsu, a consumer of silicon; (vii) PMB Silicon Sdn Bhd in Malaysia, as well as several other smaller producers in Angola, Bosnia Herzegovina, Iceland, Germany, Russia and Thailand. Outside of China, Angola, Egypt, Oman, and U.S. have announced greenfield silicon projects.
In the manganese and silicon alloys market, Ferroglobe’s competitors include (i) Privat Group, a Ukrainian company; (ii) Eramet, a French mining and metallurgical group with production sites in France, Norway and Gabon; (iii) Elkem, a ferrosilicon producer in Norway and Iceland; (iv) Finnfjord a ferrosilicon producer in Norway and (v) Huta Laziska, a ferrosilicon producer in Poland. Importers from outside Europe located mainly in India, Malaysia, Kazakhstan, Brazil, Australia and Georgia.
In the silica fumes market, Ferroglobe’s main competitor is Elkem.
Ferroglobe strives to be a highly efficient, low-cost producer, offering competitive pricing and engaging in manufacturing processes that capture most of its production of by-products for reuse or resale. Additionally, through the vertical integration of its quartz mines in Spain, the United States, Canada and South Africa and its metallurgical coal mines in the United States, Ferroglobe has ensured access to high quality raw materials that are essential in silicon metal, manganese- and silicon-based alloys and specialty metals production processes and has been able to gain a competitive advantage against our competition by reducing our costs.
Research and Development (“R&D”)
Ferroglobe is committed to advancing novel products, cutting-edge technologies, and innovative production processes to enhance value for our stakeholders and align with worldwide megatrends, particularly the transition towards green energy, EVs, sustainable production, electrical mobility and nanomaterials. We maintain specialized teams dedicated to R&D and technology, while also fostering collaborative partnerships through agreements with universities and research institutes in Spain, France, and other global locations. The ensuing section provides an overview of Ferroglobe's noteworthy and continuous research and development initiatives.
ELSA electrode
Ferroglobe has pioneered a patented technology for electrodes employed in silicon metal furnaces, successfully marketing it to numerous prominent silicon producers worldwide. Recognized as the ELSA electrode, this technology plays a pivotal role in enhancing energy efficiency during the silicon metal production process while eradicating iron contamination.
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Ferroglobe has extended the privilege to utilize the ELSA electrode to these producers, subject to the payment of royalties to Ferroglobe. The Company remains dedicated to ongoing investments in ELSA to uphold its innovativeness and ensure continual advancement in the process.
Silicon for advanced technologies– Li-ion batteries
Ferroglobe initiated the Silicon for Advanced Technologies project, with the objective of manufacturing customized, silicon-based products tailored for high-end applications. Among the diverse applications being targeted, the most promising market is that of anodic materials for Li-ion batteries. In this specific domain, Ferroglobe has developed high-purity silicon powder, available in various purities and sizes, intended for use as raw material in the production of anodic active materials such as silicon/carbon composites (Si/C) or silicon monoxide (SiOx). These materials, Si/C and SiOx, are incorporated in small proportions in the anodes of lithium-ion batteries.
In this project, high-purity silicon powder is produced using our patented and proprietary technology, leveraging purification methods originally developed for solar-grade silicon. Each of these innovations are protected by patents and offer industrial viability, cost-effectiveness, and a minimal carbon footprint, positioning Ferroglobe as a leader in this emerging market. Our Innovation Centre in Sabón, Spain, hosts the first demonstration milling unit, while industrial-scale purification facilities are already operational in Montricher, France, and Puertollano, Spain. In anticipation of the opportunity for the production and commercialization of silicon-based materials for EV batteries, we have commenced the production and validation of silicon powder for cutting-edge ceramics (such as silicon carbide and silicon nitride), specialized alloys, and fillers for semiconductors. Ferroglobe is leading efforts to develop the next-generation of technology with pure silicon anodes. We are developing specialized micro and submicrometric silicon grades, engineered for seamless integration into anodes with advanced surface treatments. We have established strategic collaborations with select companies and research institutes for treatment processes and electrochemical testing. Recently, Ferroglobe invested in U.S.-based startup Coreshell, which is pioneering a nanocoating solution for silicon-dominant anodes that eliminates the need for graphite entirely. This breakthrough, when paired with LFP cathodes, could potentially yield more affordable batteries with longer vehicle range and faster charging times. Replacing graphite could also enhance supply chain security and significantly reduce the battery's carbon footprint.
Proprietary Rights and Licensing
Ferroglobe’s intellectual property consists of proprietary patents, know-how and trade secrets. Ferroglobe’s intellectual property strategy is focused on developing and protecting proprietary know-how and trade secrets, which are maintained through employee and third-party confidentiality agreements and physical security measures. Although Ferroglobe owns some patented technology, we believe that the Company’s businesses and profitability do not rely fundamentally upon patented technology and that the publication implicit in the patenting process may in certain instances be detrimental to Ferroglobe’s ability to protect its proprietary information.
Regulatory Matters
Environmental and health and safety
Ferroglobe operates facilities worldwide, which are subject to foreign, national, regional, provincial and local environmental, health and safety laws and regulations, including, among others, requirements governing the discharge of materials into the environment, the generation, use, storage and disposal of hazardous substances, the extraction and use of water, land use, reclamation and remediation and the health and safety of Ferroglobe’s employees. These laws and regulations require Ferroglobe to obtain permits from governmental authorities to conduct its regulated activities. Such permits may be subject to modification or revocation by such authorities. Each location has specific environmental permits issued by the local authorities. For example, in France, DREAL (Direction Régionale de l'Environnement, de l'Aménagement et du Logement) manages our local permitting. In the U.S., we are regulated by the Environmental Protection Agency, amongst other local regulatory bodies.
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Ferroglobe may not always be in full compliance with such laws, regulations and permits. Failure to comply with these laws, regulations and permits may result in the assessment of administrative, civil and criminal penalties or other sanctions by regulators, the imposition of obligations to conduct remediation or upgrade or install pollution or dust control equipment, the issuance of injunctions limiting or preventing Ferroglobe’s activities, legal claims for personal injury or property damages, and other liabilities.
Under these laws, regulations and permits, Ferroglobe could also be held liable for any consequences arising out of an industrial incident, human exposure to hazardous substances or environmental damage that relates to Ferroglobe’s current or former operations or properties. Environmental, health and safety laws are likely to become more stringent in the future. Ferroglobe purchases insurance to cover these potential liabilities, but the costs of complying with current and future environmental, health and safety laws, and its liabilities arising from past or future releases of, or exposure to, hazardous substances, may exceed insured, budgeted or reserved amounts and adversely affect Ferroglobe’s business, results of operations and financial condition. Several corporate standards and procedures are being deployed to help effectuate a proactive approach to environmental, health and safety compliance management.
Some environmental laws assess liability on current or previous owners or operators of real property for the cost of removal or remediation of hazardous substances. The Company follows specific recommendations at each location. For example, each French location maintains their respective environmental permitting requirements to prevent pollution and respect remediation provisions. In addition to cleanup, cost recovery or compensatory actions brought by foreign, national, regional, provincial or local agencies, neighbors, employees or other third parties could make personal injury, property damage or other private claims relating to the presence or release of hazardous substances. Environmental laws often impose liability even if the owner or operator did not know of, or did not cause, the release of hazardous substances. Persons who arrange for the disposal or treatment of hazardous substances also may be responsible for the cost of removal or remediation of these substances. Such persons can be responsible for removal and remediation costs even if they never owned or operated the disposal or treatment facility. In addition, such owners or operators of real property and persons who arrange for the disposal or treatment of hazardous substances can be held responsible for damages to natural resources.
There are a variety of laws and regulations in place or being considered at the international, national, regional, provincial and local levels of government that restrict or are reasonably likely to result in limitations on, or additional costs related to, emissions of carbon dioxide and other GHGs. These legislative and regulatory developments may cause Ferroglobe to incur material costs to reduce greenhouse gas emissions from its operations (through additional environmental control equipment or retiring and replacing existing equipment) or to obtain emission allowances or credits, or could result in the imposition of material taxes, fees or other governmental requirements relating to such emissions. In addition, such developments may have indirect impacts on Ferroglobe’s operations, which could be material. For example, they may impose significant additional costs or limitations on electricity generators, which could result in a material increase in energy costs. Air emissions are also under scrutiny by local regulators in several regions of the world, and regulators are increasing enforcement of existing regulations.
Restrictions on water usage are also expected in the near future, as a result of the impact of climate change on water availability and other factors, and water reduction programs will become mandatory for certain of our plants. The Company uses an open cooling process which may be restricted or forbidden in the future. Any potential impact to this process will require investment to upgrade our assets and processes.
For a summary of regulatory matters applicable to Ferroglobe’s mining operations, see “Item 4.B—Laws and regulations applicable to Ferroglobe’s mining operations.”
Energy and electricity generation
Ferroglobe operates hydroelectric plants in France under a concession system, which are subject to energy, environmental, health and safety laws and regulations, including those governing the generation of electricity and the use of water and river basins. These laws and regulations require Ferroglobe to obtain from the French State a Prefectural decree granting the operation to Ferroglobe according to the specifications of the concession.
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Trade
Ferroglobe benefits from antidumping and countervailing duty orders and laws that protect its products by imposing special duties on unfairly traded imports from certain countries. These orders may be subject to revision, revocation or rescission as a result of periodic and five-year reviews.
In the United States, antidumping or countervailing duty orders cover silicon metal imports from China, Russia, Bosnia and Herzegovina, Iceland, Kazakhstan, and Malaysia.
In June 2020, Ferroglobe USA, Inc. (“Ferroglobe USA”) petitioned the U.S. Department of Commerce (“Commerce”) and the U.S. International Trade Commission (“ITC”) to stop silicon metal producers in Bosnia and Herzegovina, Iceland, Malaysia and Kazakhstan from selling unfairly priced and subsidized silicon metal imports into the United States. These cases were successful, and in April 2021, Commerce issued formal antidumping orders on all imports from Bosnia and Herzegovina and Iceland, and a formal countervailing duty order on all imports from Kazakhstan. A formal antidumping duty order was issued with respect to all imports from Malaysia in August 2021. These orders will remain in place for at least five years. Currently, an appeal of the 2021 Kazakhstan determination remains pending before the United States Court of Appeals for the Federal Circuit. Additionally, periodic reviews are underway at Commerce concerning imports from Malaysia.
In June 2020, the Russia silicon metal antidumping duty order was renewed for another five years after Commerce and the ITC determined that revocation would lead to continued or recurrent dumping and injury to the U.S. industry. Similarly, in November 2023, the China antidumping duty order was renewed for another five years after the ITC and Commerce determined that revocation of the order on Chinese silicon metal imports would lead to continued or recurrent dumping and injury to the U.S. industry.
In September 2023, a bipartisan bill was introduced in the U.S. Senate and subsequently in the House of Representatives to enact a 35% tariff on imports of Russian and Belarusian ferrosilicon. This bill did not pass.
In March 2024, Ferroglobe USA petitioned Commerce and the ITC to stop ferrosilicon producers in Brazil, Kazakhstan, Malaysia, and Russia from selling unfairly priced and subsidized ferrosilicon imports into the United States. The final antidumping rate of 283.27% and countervailing duty rate of 748.58% against Russia were imposed on September 18, 2024. Final determinations by Commerce for Brazil, Kazakhstan and Malaysia were announced on March 24, 2025, with countervailing duty rates ranging from 2.78% to 265.38% and antidumping duties ranging from 0.78% to 21.78%.
In Canada, a sunset (expiry) review of the Canadian antidumping/countervailing duty order covering silicon metal imports from China is currently being conducted, which may result in the removal of the duties on such imports. A decision from the Canadian International Trade Tribunal is expected by April 30, 2025.
In the European Union, antidumping duties are in place covering silicon metal and calcium silicon imports from China, and ferrosilicon imports from China and Russia. In June 2020, the European Commission renewed the antidumping orders on ferrosilicon from China and Russia for five years. In August 2022, following an expiry review the European Commission extended the antidumping duties on silicon metal imports from China for another five-year period. On March 23, 2022, the European Commission imposed definitive antidumping duties on calcium silicon imports from China for a five-year period.
The European Commission opened a safeguard investigation into imports of manganese and silicon-based alloys to Europe on December 19, 2024. The provisional decision is expected to be announced during the second quarter of 2025.
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Seasonality
Electrometallurgy
Due to the cyclicality of energy prices and the energy-intensive nature of the production processes for silicon metal, manganese- and silicon-based alloys and specialty metals, in certain instances Ferroglobe does not operate its electrometallurgy plants during certain periods of peak energy prices. Demand for Ferroglobe’s manganese- and silicon-based alloy and specialty metals products is lower during these same periods as its customers also tend to suspend their energy-intensive production processes involving Ferroglobe’s products. As a result, sales within particular geographic regions are subject to seasonality.
C. Organizational structure.
Ferroglobe PLC is the parent company of Ferroglobe Group. For a list of subsidiaries and ownership structure see “Note 2. Organization and Subsidiaries” to our consolidated financial statements.
D. Property, Plants and Equipment.
See “Item 4. Information on the Company—B. Business Overview.”
In response to energy or other input costs, market demands or other factors, the Company may opportunistically determine it is necessary to idle or partially idle certain of its facilities.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating Results
Introduction
You should read the following management’s discussion and analysis of our financial condition and results of operations together with our consolidated financial statements, including the notes thereto, included in this Annual Report. The following discussion is based on our financial information prepared in accordance with IFRS as issued by the IASB, which might differ in material respects from generally accepted accounting principles in other jurisdictions. The following discussion includes forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those described under “Item 3. Key information—D. Risk factors” and elsewhere in this Annual Report.
Principal Factors Affecting Our Results of Operations
Sale prices
Ferroglobe’s operating performance is highly correlated to the demand for our products, market prices and costs to serve in a globally competitive environment. Ferroglobe follows a pricing policy aimed at maintaining balance between exposure to termed contracts, based on formula pricing, and to the spot market. This approach allows Ferroglobe to remain flexible in adjusting its production and sales footprint depending on changing market conditions, which traditionally have been volatile.
During 2024, market prices across our segments were impacted by the ongoing decline in market price, which had peaked in the prior years due to the re-filling of value chains after the COVID-19 pandemic. The end market demand concerns were exacerbated by the higher interest and inflation rate environment. Additionally, lower market demand
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continued into the second half of 2024, especially from the automotive and construction sectors which impacted the demand for a variety of our products.
Silicon metal pricing declined during the year in line with lower demand and increasing inventories across global value chains such as the chemical, aluminum, and other commodity sectors. Pricing across Europe and Asia has converged while the US still carries a premium. The drop in demand has forced producers to adjust their production in an effort to attenuate the downward trend in silicon prices that began in mid-2022. After reaching their floor in Q3 2023, silicon prices experienced a gradual recovery over the first half of 2024 before stabilizing over the rest of the year. Ferroalloy prices followed a similar trend, recovering in Q4 2023 as a result of improved steel production in the EU and supply chain disruptions.
Since 2020, the manganese-based alloy pricing spreads over ore recovered through mid-2022 and returned to near historical levels in late 2023 due to weaker steel demand across Europe.
In the first half of 2024, manganese alloy pricing increased sharply and unexpectedly as a result of higher manganese ore prices. These prices spiked following production stoppages in the Gemco mine in Australia and high international shipping rates. During the second half of 2024, these supply chain disruptions gradually subsided, and the global oversupply resulted in a gradual price decline, leading to reduced ferroalloy production.
Commencing in Q1 2025, limited finished products and uncertainty in the supply of high-grade manganese ore is supporting slightly increasing alloy prices.
Our ferrosilicon business pricing declined in 2024 in line with the weakening demand in steel going into the construction and automotive sectors. Further investments were limited by the higher interest and inflation rate environment.
Cost of raw materials
The main raw materials sourced by Ferroglobe are quartz, manganese ore, coal, metallurgical coke, wood, and charcoal. Manganese ore is the largest component of the cost base for manganese-based alloys. In 2024, 39% of Ferroglobe’s total 345kt purchases fell under an annual commitment (35% of 552kt in 2023 and 33% of 682kt in 2022), while the remaining was purchased on a spot basis. Total Manganese Ore expenses in 2024 were $110.2 million ($112.6 million in 2023 and $187.8 million in 2022).
In 2024, coal represented a $178.6 million expense for Ferroglobe ($191.3 million in 2023 and $179.5 million in 2022). Metallurgical coke, used for manganese alloys production, represented a total purchase volume of $43.3 million in 2024 ($41.5 million in 2023 and $72.9 million in 2022). Wood is both an important element for both the production of silicon alloys and the production of charcoal, which is used as a carbon reductant at Ferroglobe’s South African operations. Ferroglobe’s wood expense amounted to $36.6 million, $40.7 million and $37.8 million in 2024, 2023 and 2022, respectively. Ferroglobe sourced the majority of our quartz needs globally from its own mines in Spain, South Africa, the Unites States and Canada. Total quartz consumption in 2024, 2023 and 2022 represented an expense of $74.8 million, $76.7 million and $90.4 million, respectively.
Power
Power generally constitutes one of the largest expenses for most of Ferroglobe’s products. Ferroglobe focuses on minimizing energy prices and unit consumption throughout its operations through active management of our energy procurement and by concentrating its silicon and manganese-based alloy production during periods when energy prices are lower. In 2024, Ferroglobe’s total power consumption was 5,915 gigawatt-hours (5,834 in 2023), with power contracts that vary across its operations and geographies.
Energy prices softened in 2024 after rising due to the market turmoil created by the conflict in Ukraine in 2022. With improved production in European countries, especially nuclear power production in France, together with reduced
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consumption in most countries, prices declined throughout the year in Europe. Other geographies remain relatively stable in both availability and prices including in South Africa where load shedding has significantly reduced in 2024.
Foreign currency fluctuation
Ferroglobe has a diversified production base consisting of production facilities across the United States, Europe, South America, South Africa and Asia. Ferroglobe production costs are mostly dependent on local factors, with the exception of the cost of manganese ore and coal, which are dependent on global commodity prices. The relative strength of the functional currencies of Ferroglobe’s subsidiaries influences its competitiveness in the international market, most notably in the case of Ferroglobe’s South African operations, which have historically exported a majority of their production to the U.S. and the European Union. For additional information see “Item 11.—Quantitative and Qualitative Disclosures About Market Risk—Foreign Exchange Rate Risk.”
Unfair trade practices
A number of the products we manufacture, including silicon metal and ferrosilicon, are globally-traded commodities that are sold primarily on the basis of price. As a result, our sales volumes and prices may be adversely affected by influxes of imports of these products that are dumped or are subsidized by foreign governments. Our silicon metal and ferrosilicon operations have been injured by such unfair import competition in the past. Applicable antidumping and countervailing duty laws and regulations may provide a remedy for unfairly traded imports in the form of special duties imposed to offset the unfairly low pricing or subsidization. However, the process for obtaining such relief is complex and uncertain. Recently, for example, the US Commerce Department and the ITC issued antidumping duties for ferrosilicon imports against Russia with preliminary countervailing duties issued against Brazil, Kazakhstan and Malaysia.
Regulatory changes
See “Item 4.B.—Business Overview—Regulatory Matters.”
Comparison of the years ended December 31, 2024 and 2023
Year ended December 31, | ||||
($ thousands) |
| 2024 |
| 2023 |
Sales |
| 1,643,939 |
| 1,650,034 |
Raw materials and energy consumption for production |
| (1,027,130) |
| (879,286) |
Other operating income |
| 84,378 |
| 100,992 |
Staff costs |
| (279,864) |
| (305,859) |
Other operating expense |
| (265,182) |
| (270,090) |
Depreciation and amortization charges |
| (75,463) |
| (73,532) |
Impairment loss |
| (43,052) |
| (25,290) |
Other gain (loss) |
| 555 |
| (29) |
Operating profit |
| 38,181 |
| 196,940 |
Finance income |
| 7,248 |
| 5,422 |
Finance costs |
| (21,942) |
| (38,793) |
Exchange differences |
| 13,565 |
| (7,551) |
Profit before tax |
| 37,052 |
| 156,018 |
Income tax (expense) |
| (16,252) |
| (57,540) |
Profit for the year | 20,800 | 98,478 | ||
(Loss) profit attributable to non-controlling interests |
| (2,738) |
| 15,816 |
Profit attributable to the Parent |
| 23,538 |
| 82,662 |
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Sales
Sales decreased $6,095 thousand, or 0.4%, to $1,643,939 thousand for the year ended December 31, 2024, from $1,650,034 thousand for the year ended December 31, 2023. The decrease in sales revenue was mainly driven by a 17.6% decrease in silicon-based alloys revenue, partially offset by a 28.4% increase in manganese-based alloys revenues.
Silicon metal sales revenue increased $4,509 thousand, or 0.6%, and average selling prices of silicon metal decreased by 12.2% to $3,262/MT in 2024 from $3,715/MT in 2023. Total shipments of silicon metal increased by 14.6%.
Silicon-based alloys sales revenue decreased $86,316 thousand, or 17.6%, and average selling prices decreased by 13.8% to $2,208/MT in 2024 from $2,562MT in 2023. Total shipments decreased by 4.4%, driven by weak demand from steel manufacturers.
Manganese-based alloys sales revenue increased $73,561 thousand, or 28.4%, and average selling prices increased by 5.7% to $1,206/MT in 2024, compared to $1,141/MT in 2023. Total shipments increased by 21.5%.
Raw materials and energy consumption for production
Raw materials and energy consumption for production increased $147,844 or 16.8%, to $1,027,130 thousand for the year ended December 31, 2024 from $879,286 thousand for the year ended December 31, 2023. Raw materials and energy consumption for production as a percentage of sales was 62%, compared to 53% in 2023. The increase in these costs in total and as a percentage of sales is primarily due to the decrease in the benefit recorded in relation to our agreement with EDF regarding the electricity pricing mechanism as well as the ARENH benefit. We recorded a benefit of $63,032 thousand in 2024 compared to a benefit of $186,211 thousand in the prior year.
Other operating income
Other operating income decreased $16,614 thousand, or 16.5%, to $84,378 thousand for the year ended December 31, 2024, from $100,992 thousand for the year ended December 31, 2023, mainly due to lower income related to the carbon dioxide emission allowances recognized in 2024 amounting to $4,414 thousand. Additionally, 2023 was positively impacted by the benefit received of $10,164 thousand, related to a contingent consideration resulting from the agreement entered with Kehlen Industries Management,S.L, for the sale of the hydro-electric assets in 2019.
Staff costs
Staff costs decreased $25,995 thousand, or 8.5%, to $279,864 thousand for the year ended December 31, 2024, from $305,859 thousand for the year ended December 31, 2023. This decrease is primarily due to a lower variable remuneration driven by the lower results in 2024, mainly in France, amounting to $27,088 thousand.
Other operating expense
Other operating expense decreased $4,908 thousand, or 1.8% to $265,182 thousand for the year ended December 31, 2024, from $270,090 thousand for the year ended December 31, 2023. This decrease was driven by lower carbon dioxide cost for a total of $6,114 thousand and a reduction of services of independent professionals and other supplies expenses amounting to $9,321 thousand, partially offset by an increase in distribution costs amounting to $10,527 thousand, as result of higher sales volumes.
Depreciation and amortization
Depreciation and amortization increased $1,931 thousand, or 2.6%, to $75,463 thousand for the year ended December 31, 2024, from $73,532 thousand for the year ended December 31, 2023. The increase in depreciation is driven by the capital expenditures across the organization.
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Impairment loss
Impairment losses increased $17,762, or 142.6%, to a loss of $43,052 thousand for the year ended December 31, 2024, from a loss of $25,290 thousand for the year ended December 31, 2023. During the year ended December 31, 2024 the Company recognized an impairment of $15,483 thousand in relation to the goodwill in its Silicon Metal cash-generating unit group in the U.S., and $24,940 thousand related to impairment of property, plant and equipment allocated to various cash-generating units throughout the Company. Please see Note 8 of our consolidated financial statements. During the year ended December 31, 2023, the Company recognized an impairment of $21,008 thousand in relation to our Selma facility in the U.S, and an impairment of $1,570 and $3,619 thousand relating to our Boo and Cee-Dumbria facilities in Spain.
Finance income
Finance income increased $1,826 thousand, or 33.7%, to $7,248 thousand for the year ended December 31, 2024, from $5,422 thousand for the year ended December 31, 2023. The increase is driven primarily by the change in the fair value of our financial investment in Coreshell amounting to $2,250 thousand.
Finance costs
Finance costs decreased $16,851 thousand, or 43.4%, to $21,942 thousand for the year ended December 31, 2024, from $38,793 thousand for the year ended December 31, 2023. The decrease is due to lower interest expense as a result of the full redemption of the remaining Reinstated Senior Notes at 102.34375% in February 2024.
Exchange differences
Exchange differences changed by $21,116 thousand, to a gain of $13,565 thousand for the year ended December 31, 2024, from a loss of $7,551 thousand for the year ended December 31, 2023, primarily due to impact of the 6% decline in the average EUR-USD exchange rate in 2024 compared to 2023 on our payable loans denominated in Euro.
Income tax (expense)
Income tax expense decreased $41,288 thousand, or 71.8%, to an income tax expense of $16,252 thousand for the year ended December 31, 2024, from an income tax expense of $57,540 thousand for the year ended December 31, 2023. The variance is primarily due to changes in results before taxes in France and the U.S. The profit before taxes for France in 2024 decreased by $97,180 thousand compared to 2023, which resulted in a lower income tax expense of $18,757 thousand in 2024 compared to $41,571 thousand in 2023. In the U.S., the Company recorded a net loss of $12,023 thousand in 2024 compared to income of $26,192 in the prior year.
Segment operations
Operating segments are based upon the Company’s management reporting structure. As such, we report our results in accordance with the following segments:
| ● | North America – Silicon Metals |
| ● | North America – Silicon Alloys |
| ● | Europe – Manganese |
| ● | Europe – Silicon Metals |
| ● | Europe – Silicon Alloys |
| ● | South Africa – Silicon Metals |
| ● | South Africa – Silicon Alloys |
| ● | Other segments |
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North America – Silicon Metals
Year ended December 31, | ||||
($ thousands) |
| 2024 |
| 2023 |
Sales |
| 386,429 |
| 505,472 |
Raw materials |
| (196,522) |
| (240,482) |
Energy consumption for production | (71,025) | (72,680) | ||
Other operating income |
| 10,987 |
| 6,605 |
Staff costs |
| (57,992) |
| (67,160) |
Other operating expense |
| (34,497) |
| (44,304) |
Depreciation and amortization |
| (25,632) |
| (32,313) |
Impairment loss | (17,962) | (21,008) | ||
Other (loss) | (892) | (71) | ||
Operating (loss) profit |
| (7,106) |
| 34,059 |
Sales
Sales decreased $119,043 thousand, or 23.6%, to $386,429 thousand for the year ended December 31, 2024, from $505,472 thousand for the year ended December 31, 2023, driven by falling prices and reduced shipments. Average selling prices decreased by 15.6% to $3,348/MT in 2024 from $3,968/MT in 2023 and total shipments declined by 0.2%. Several factors contributed to this decline in prices and shipments, including a slowdown in the automotive sector, which negatively impacted demand for aluminum and, consequently, silicon metal.
Raw materials
Raw materials decreased $43,960 thousand, or 18.3%, to $196,522 thousand for the year ended December 31, 2024 from $240,482 thousand for the year ended December 31, 2023. The decrease in raw materials is in line with lower shipments.
Energy consumption for production
Energy consumption for production recorded an immaterial decrease for the year compared to 2023.
Other operating income
Other operating income increased $4,382 thousand, or 66.3%, to $10,987 thousand for the year ended December 31, 2024 from $6,605 thousand for the year ended December 31, 2023, primarily related to insurance proceeds received from a transformer failure in Bécancour amounting to $2,491 thousand.
Staff costs
Staff costs decreased $9,168 thousand, or 13.7%, to $57,992 thousand for the year ended December 31, 2024, from $67,160 thousand for the year ended December 31, 2023. The decrease is primarily due to a decrease in employees due the idling of our Selma plant in Q4 2023 and throughout 2024 amounting to $4,169 thousand, a lower variable remuneration driven by the lower results in 2024 and a change in the product mix.
Other operating expense
Other operating expense decreased $9,807 thousand, or 22.1%, to $34,497 thousand for the year ended December 31, 2024, from $44,304 thousand for the year ended December 2023. In 2024, the Company had $1,101 thousand lower carbon dioxide costs in its Bécancour facility and $4,623 thousand less in Selma due to the idling of that facility.
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Depreciation and amortization
Depreciation and amortization decreased $6,681 thousand, or 20.7%, to $25,632 thousand for the year ended December 31, 2024, from $32,313 thousand for the year ended December 31, 2023, due to the impairment of $21,008 thousand recorded in 2023 in relation to the idling of our Selma facility.
Impairment loss
The Company recorded an impairment loss of $17,962 thousand for the year ended December 31, 2024, split between $2,479 thousand of impairment in our Alloy CGU and $15,483 thousand for the goodwill allocated to our U.S. Silicon Metal CGU. For the year ended December 31, 2023, the Company recorded an impairment loss of $21,008 thousand associated with the idling of our Selma facility.
North America – Silicon Alloys
Year ended December 31, | ||||
($ thousands) |
| 2024 |
| 2023 |
Sales |
| 279,806 |
| 283,180 |
Raw materials |
| (134,153) |
| (137,307) |
Energy consumption for production | (29,051) |
| (27,886) | |
Other operating income |
| 134 |
| 3,896 |
Staff costs |
| (43,342) |
| (37,744) |
Other operating expense |
| (29,340) |
| (26,840) |
Depreciation and amortization |
| (17,209) |
| (15,183) |
Other (loss) | (43) | (115) | ||
Operating profit |
| 26,802 |
| 42,001 |
Sales
Sales decreased $3,374 thousand, or 1.2%, to $279,806 thousand for the year ended December 31, 2024, from $283,180 thousand for the year ended December 31, 2023, driven by low demand. Average selling prices decreased by 12.4% to $2,588/MT in 2024 from $2,955/MT in 2023 and total shipments decreased by 11.6%. Steel production decline and increase in imports undermined silicon alloys demand. The decrease was offset by internal allocation of mining sales within this segment.
Raw materials
Raw materials decreased $3,154 thousand, or 2.3%, to $134,153 thousand for the year ended December 31, 2024, from $137,307 thousand for the year ended December 31, 2023. The decrease in raw materials is in line with lower sales.
Energy consumption for production
Energy consumption for production recorded an immaterial increase for the year compared to 2023.
Other operating income
Other operating income decreased $3,762 thousand, or 96.6%, to $134 thousand for the year ended December 31, 2024, from $3,896 thousand for the year ended December 31, 2023. The reduction relates to prior year commissions which did not recur.
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Staff costs
Staff costs increased $5,598 thousand, or 14.8%, to $43,342 thousand for the year ended December 31, 2024, from $37,744 thousand for the year ended December 31, 2023. The increase is primarily due to a change in the product mix favoring higher silicon alloys sales in 2024 compared to 2023.
Other operating expense
Other operating expense increased $2,500 thousand, or 9.3%, to $29,340 thousand for the year ended December 31, 2024, from $26,840 thousand for the year ended December 31, 2023. The increase is due to a change in the product mix, higher silicon alloys sales in 2024 versus 2023.
Depreciation and amortization
Depreciation and amortization increased $2,026 thousand, or 13.3%, to $17,209 thousand for the year ended December 31, 2024, from $15,183 thousand for the year ended December 31, 2023, mainly due to capital expenditure.
Europe - Manganese
Year ended December 31, | ||||
($ thousands) |
| 2024 |
| 2023 |
Sales | 367,498 | 277,508 | ||
Raw materials |
| (230,727) |
| (226,463) |
Energy consumption for production | (21,924) |
| 42,624 | |
Other operating income |
| 24,902 |
| 36,628 |
Staff costs |
| (31,355) |
| (28,326) |
Other operating expense |
| (77,607) |
| (69,897) |
Depreciation and amortization |
| (6,550) |
| (7,835) |
Impairment loss | (2,629) | (1,571) | ||
Other gain | — | 1 | ||
Operating profit |
| 21,608 |
| 22,669 |
Sales
Sales increased $89,990 thousand or 32.4%, to $367,498 thousand for the year ended December 31, 2024, from $277,508 thousand for the year ended December 31, 2023. The average selling price increased by 7.1% to $1,202/MT in 2024 from $1,112/MT in 2023 and total shipments increased by 22.3%. Price and shipments increased as a result of the Company’s ability to leverage a high-grade manganese ore shortage that developed in the first half of 2024.
Raw materials
Raw materials increased $4,264 thousand, or 1.9%, to $230,727 thousand for the year ended December 31, 2024, from $226,463 thousand for the year ended December 31, 2023, mainly due to an increase in overall shipments partially offset by a higher fixed cost absorption due to higher production. Additionally, the cost of raw materials has decreased, especially manganese ore.
Energy consumption for production
Energy consumption for production changed by $64,548 thousand, to an expense of $21,924 thousand for the year ended December 31, 2024, from a benefit of $42,624 thousand for the year ended December 31, 2023, mainly due to the decrease of the French energy benefit received in 2024 in comparison to 2023.
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Other operating income
Other operating income decreased $11,726 thousand, or 32.0%, to $24,902 thousand for the year ended December 31, 2024, from $36,628 thousand for the year ended December 31, 2023, mainly due to the benefit of $10,164 thousand in relation to a contingent consideration resulting from the agreement entered with Kehlen Industries Management,S.L, for the sale of the hydro-electric assets in 2019.
Staff costs
Staff costs increased $3,029 thousand or 10.7%, to $31,355 thousand for the year ended December 31, 2024, from $28,326 thousand for the year ended December 31, 2023, mainly due to higher production in 2024 compared to 2023.
Other operating expense
Other operating expense increased $7,710 thousand, or 11.0%, to $77,607 thousand for the year ended December 31, 2024, from $69,897 thousand for the year ended December 31, 2023, primarily driven by the increase in distribution costs linked to higher volumes in 2024 compared to 2023.
Depreciation and amortization
Depreciation and amortization decreased an immaterial amount in 2024 compared to 2023.
Impairment loss
Impairment losses increased by $1,058 thousand, to a loss of $2,629 thousand for the year ended December 31, 2024, from a loss of $1,571 thousand for the year ended December 31, 2023, primarily related to non-current assets.
Europe – Silicon Metals
Year ended December 31, | ||||
($ thousands) |
| 2024 |
| 2023 |
Sales | 393,278 | 307,230 | ||
Raw materials |
| (210,391) |
| (206,727) |
Energy consumption for production | 4,373 |
| 103,423 | |
Other operating income |
| 46,241 |
| 40,321 |
Staff costs |
| (71,647) |
| (79,114) |
Other operating expense |
| (84,209) |
| (71,632) |
Depreciation and amortization |
| (11,458) |
| (6,325) |
Other gain | 155 | 79 | ||
Operating profit |
| 66,342 |
| 87,255 |
Sales
Sales increased $86,048 thousand or 28.0%, to $393,278 thousand for the year ended December 31, 2024 from $307,230 thousand for the year ended December 31, 2023. The average selling prices decreased by 9.3% to $3,104/MT in 2024 from $3,422/MT in 2023 and total shipments increased by 34.7%. In 2024, the solar industry led the demand for silicon.
Raw materials
Raw materials increased $3,664 thousand, or 1.8%, to $210,391 thousand for the year ended December 31, 2024, from $206,727 thousand for the year ended December 31, 2023, due to the increase in sales, partially offset by a higher fixed cost absorption due to higher production.
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Energy consumption for production
Energy consumption for production decreased $99,050 thousand, or 95.8%, to an income of $4,373 thousand for the year ended December 31, 2024, from an income of $103,423 thousand for the year ended December 31, 2023. The decline in energy consumption is due to (i) a decrease in the benefit from our French energy agreement of $39,023 thousand in 2024 compared to a $90,907 thousand benefit in 2023 and (ii) an increase in energy cost due to the increase in sales.
Other operating income
Other operating income increased $5,920 thousand, or 14.7%, to $46,241 thousand for the year ended December 31, 2024, from $40,321 thousand for the year ended December 31, 2023, primarily due to higher income related to the carbon dioxide emission allowances recognized in 2024 in our Sabon facility (Spain).
Staff costs
Staff costs decreased $7,467 thousand, or 9.4%, to $71,647 thousand for the year ended December 31, 2024, from $79,114 thousand for the year ended December 31, 2023. The decrease is primarily due to a lower variable remuneration.
Other operating expense
Other operating expense increased $12,577 thousand, or 17.6%, to $84,209 thousand for the year ended December 31, 2024, from $71,632 thousand for the year ended December 31, 2023, primarily driven by an increase in distribution costs due to higher product volumes in 2024 compared to 2023 as well as higher carbon dioxide cost.
Depreciation and amortization
Depreciation and amortization increased $5,133 thousand, or 81.2%, to $11,458 thousand for the year ended December 31, 2024, from $6,325 thousand for the year ended December 31,2023, primarily due to the additional capital expenditures.
Europe – Silicon Alloys
Year ended December 31, | ||||
($ thousands) |
| 2024 |
| 2023 |
Sales | 181,702 | 216,465 | ||
Raw materials |
| (147,642) | (160,780) | |
Energy consumption for production | 7,699 | 52,371 | ||
Other operating income |
| 5,967 | 21,149 | |
Staff costs |
| (23,613) | (42,069) | |
Other operating expense |
| (24,284) | (44,132) | |
Depreciation and amortization |
| (3,692) | (3,005) | |
Impairment loss | (3,646) | (3,619) | ||
Other gain | 68 | 47 | ||
Operating (loss) profit |
| (7,441) |
| 36,427 |
Sales
Sales decreased $34,763 thousand or 16.1%, to $181,702 thousand for the year ended December 31, 2024, from $216,465 thousand for the year ended December 31, 2023. Average selling prices decreased by 19.0% to $1,963/MT in 2024 from $2,424/MT in 2023 and total shipments decreased by 3.0%. The declines primarily related to an increase in imports of low-priced goods from our competitors.
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Raw Materials
Raw Materials decreased $13,138 thousand, or 8.2%, to $147,642 thousand for the year ended December 31, 2024, from $160,780 thousand for the year ended December 31, 2023. Raw materials decreased due to a decrease in shipments.
Energy consumption for production
Energy consumption for production decreased $44,672 thousand, or 85.3%, to $7,699 thousand for the year ended December 31, 2024, from $52,371 thousand for the year ended December 31, 2023. The decrease in energy consumption is primarily due to a decrease in the benefit from our French energy agreement of $10,602 thousand in 2024 compared to a $40,910 thousand benefit in 2023.
Other operating income
Other operating income decreased $15,182 thousand, or 71.8%, to $5,967 thousand for the year ended December 31, 2024, from $21,149 thousand for the year ended December 31, 2023, due to lower income related to the carbon dioxide emission allowances recognized in 2024, mainly driven by a decrease in fair value of the carbon dioxide emission allowances compared to 2023.
Staff costs
Staff costs decreased $18,456 thousand, or 43.9%, to $23,613 thousand for the year ended December 31, 2024, from $42,069 thousand for the year ended December 31, 2023. The decrease is due to lower variable remuneration driven by the lower results in 2024 and a release of $6,957 thousand for a restructuring and litigation provisions which settled in 2024.
Other operating expense
Other operating expense decreased $19,848 thousand, or 45.0%, to $24,284 thousand for the year ended December 31, 2024, from $44,132 thousand for the year ended December 31, 2023, driven by lower carbon dioxide cost for a total of $15,182 thousand and a decrease in distribution costs.
Depreciation and amortization
Depreciation and amortization decreased an immaterial amount in 2024 compared to 2023.
Impairment loss
Impairment loss increased an immaterial amount in 2024 compared to 2023.
South Africa – Silicon Metals
Year ended December 31, | ||||
($ thousands) |
| 2024 |
| 2023 |
Sales |
| 67,944 |
| 50,071 |
Raw materials |
| (37,452) |
| (16,401) |
Energy consumption for production | (22,786) |
| (27,602) | |
Other operating income |
| 65 |
| 594 |
Staff costs |
| (6,270) |
| (5,007) |
Other operating expense |
| (7,502) |
| (11,223) |
Depreciation and amortization |
| (2,863) |
| (1,840) |
Impairment (loss) gain | (12,953) | 478 | ||
Operating loss |
| (21,817) |
| (10,930) |
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Sales
Sales increased $17,873 thousand, or 35.7%, to $67,944 thousand for the year ended December 31, 2024, from $50,071 thousand for the year ended December 31, 2023. Average selling prices increased by 8.3% to $3,350/MT in 2024 from $3,094/MT in 2023 and total shipments increased by 14.5%.
Raw materials
Raw materials increased $21,051 thousand, or 128.4%, to $37,452 thousand for the year ended December 31, 2024, from $16,401 thousand for the year ended December 31, 2023, driven by the increase in product volumes sold during 2024 and higher fixed costs due to the temporary idling of the Polokwane facility.
Energy consumption for production
Energy consumption for production decreased $4,816 thousand, or 17.5%, to $22,786 thousand for the year ended December 31, 2024, from $27,602 thousand for the year ended December 31, 2023, due to the temporary idling of the Polokwane facility.
Other operating income
Other operating income decreased by an immaterial amount in 2024 compared to 2023.
Staff costs
Staff costs increased by an immaterial amount in 2024 compared to 2023.
Other operating expense
Other operating expense decreased $3,721 thousand, or 33.2%, to $7,502 thousand for the year ended December 31, 2024, from $11,223 thousand for the year ended December 31, 2023, primarily due to lower operating, selling and administrative costs in our Polokwane facility as a result of being partially idled during 2024.
Depreciation and amortization
Depreciation and amortization increased by an immaterial amount in 2024 compared to 2023.
Impairment (loss) gain
Impairment loss increased $13,431 thousand, to $12,953 thousand for the year ended December 31, 2024, from a gain of $478 thousand for the year ended December 31, 2023. This variance is mainly due to the impairment recorded in the Polokwane facility amounting to $12,953 thousand.
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South Africa – Silicon Alloys
Year ended December 31, | ||||
($ thousands) |
| 2024 |
| 2023 |
Sales |
| 91,021 |
| 109,684 |
Raw materials |
| (41,599) |
| (45,491) |
Energy consumption for production | (34,820) |
| (36,710) | |
Other operating income |
| 83 |
| (142) |
Staff costs |
| (9,978) |
| (10,412) |
Other operating expense |
| (5,394) |
| (10,718) |
Depreciation and amortization |
| (4,622) |
| (4,056) |
Other losses | (6) | — | ||
Operating (loss) profit |
| (5,315) |
| 2,155 |
Sales
Sales decreased $18,663 thousand, or 17.0%, to $91,021 thousand for the year ended December 31, 2024, from $109,684 thousand for the year ended December 31, 2023. Average selling prices decreased by 9.2% to $1,894/MT in 2024 from $2,087/MT in 2023 and total shipments declined by 3.8%, primarily due to reduced domestic demand and higher cost.
Raw materials
Raw materials decreased $3,892 thousand, or 8.6%, to $41,599 thousand for the year ended December 31, 2024, from $45,491 thousand for the year ended December 31, 2023. The decrease is attributed to the lower shipments.
Energy consumption for production
Energy consumption for production decreased by an immaterial amount in 2024 compared to 2023.
Other operating income
Other operating income increased by an immaterial amount in 2024 compared to 2023.
Staff costs
Staff costs decreased by an immaterial amount in 2024 compared to 2023.
Other operating expense
Other operating expense decreased $5,324 thousand, or 49.7%, to $5,394 thousand for the year ended December 31, 2024, from $10,718 thousand for the year ended December 31, 2023, mainly due to lower operating, selling and administrative costs in Emalahleni facility.
Depreciation and amortization
Depreciation and amortization increased by an immaterial amount in 2024 compared to 2023.
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Other segments
Year ended December 31, | ||||
($ thousands) |
| 2024 |
| 2023 |
Sales |
| 43,001 |
| 54,921 |
Raw materials |
| (25,133) |
| (30,391) |
Energy consumption for production | (3,774) |
| (4,889) | |
Other operating income |
| 44,978 |
| 50,655 |
Staff costs |
| (35,667) |
| (36,027) |
Other operating expense |
| (50,271) |
| (48,309) |
Depreciation and amortization |
| (3,437) |
| (2,975) |
Impairment (loss) gain | (5,862) | 430 | ||
Other gain | 1,273 | 30 | ||
Operating loss |
| (34,892) |
| (16,555) |
Sales
Sales decreased $11,920 thousand, or 21.7%, to $43,001 for the year ended December 31, 2024, from $54,921 thousand for the year ended December 31, 2023, primarily due to sales decrease in our facility in Argentina amounting to $13,497 thousand. Shipments in Argentina decreased to 4,623 tons from 8,791, a reduction of 47.4%.
Raw materials
Raw materials decreased $5,258 thousand, or 17.3%, to $25,133 thousand for the year ended December 31, 2024, from $30,391 thousand for the year ended December 31, 2023, primarily due to lower costs as consequence of lower production volumes in Argentina.
Energy consumption for production
Energy consumption for production decreased by an immaterial amount in 2024 compared to 2023.
Other operating income
Other operating income decreased $5,677 thousand, or 11.2%, to $44,978 thousand for the year ended December 31, 2024, from $50,655 thousand for the year ended December 31, 2023, primarily due to a decrease in the allocation of management fee charges that are eliminated during the consolidation process.
Staff costs
Staff costs decreased by an immaterial amount in 2024 compared to 2023.
Other operating expense
Other operating expense increased $1,962 thousand, or 4.1%, to $50,271 for the year ended December 31, 2024, from $48,309 thousand for the year ended December 31, 2023, primarily due to an increase of professional services costs.
Depreciation and amortization
Depreciation and amortization increased by an immaterial amount in 2024 compared to 2023.
Impairment (loss) gain
Impairment losses changed by $6,292 thousand, to a loss of $5,862 thousand for the year ended December 31, 2024, from a gain of $430 thousand for the year ended December 31, 2023, due to the impairment recorded in our solar-grade silicon metal project in Puertollano, Spain, amounting to $5,862 thousand.
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Comparison of the years ended December 31, 2023 and 2022
For a discussion of the financial results and condition for the fiscal year ended December 31, 2022, please refer to “Item 5. Operating and financial review and prospects—A. Operating results—Comparison of the years ended December 31, 2023 and 2022” of our Annual Report on Form 20-F for the year ended December 31, 2023 filed on May 13, 2024.
Non-IFRS measures and reconciliation
In addition to our operating results, as calculated in accordance with IFRS as adopted by the IASB, the Company uses non-IFRS measures such as EBITDA, FX adjusted EBITDA, net working capital and net (cash)/debt for internal planning and performance measurement purposes. We believe these measures provide useful information about the financial performance of our operations that facilitates period-to-period comparisons on a consistent basis. Management uses EBITDA internally to evaluate our underlying operating performance for the reporting periods presented and to assist with the planning and forecasting of future operating results. Management believes that EBITDA is a useful measure of our performance because it reflects our cash generation potential from our operational activities excluding depreciation and amortization and miscellaneous adjustments, if any, for the period. These measures should not be considered individually or as a substitute for net income or operating income, as indicators of operating performance, or as alternatives to cash flow as measures of liquidity. Additionally, our calculation of EBITDA and other non-IFRS measures may be different from the calculation used by other companies, including our competitors in the mining industry, so our measures may not be comparable to those of other companies.
In this Annual Report, we present EBITDA, which we define as net profit (loss) attributable to the parent, adjusted by (i) profit (loss) attributable to non-controlling interest; (ii) income tax (benefit) expense; (iii) net finance expense; and (iv) depreciation and amortization charges; and we present FX adjusted EBITDA, which we define as EBITDA adjusted by exchange differences. In addition, management may adjust the effect of certain types of transactions that in its judgment are not indicative of the Company´s normal operating activities, or do not necessarily occur on a regular basis.
A reconciliation of EBITDA and FX adjusted EBITDA to our net income (loss) for the years indicated is presented below:
2024 | 2023 | 2022 | |||
Profit (loss) attributable to the parent | 23,538 | 82,662 | 440,314 | ||
(Loss) profit attributable to non-controlling interest | (2,738) | 15,816 | 3,514 | ||
Income tax expense | 16,252 | 57,540 | 147,983 | ||
Net finance expense | 14,694 | 33,371 | 58,741 | ||
Depreciation and amortization charges | 75,463 | 73,532 | 81,559 | ||
EBITDA | 127,209 | 262,921 | 732,111 | ||
Exchange differences | (13,565) | 7,551 | 9,995 | ||
FX Adjusted EBITDA | 113,644 | 270,472 | 742,106 |
We calculate net working capital as (i) inventories, plus (ii) trade receivables and (iii) other receivables, less (iv) trade payables. The Company believes that net working capital is an important figure as it provides a relevant metric for the efficiency and liquidity of our operating activities.
The calculation of our net working capital derived from our consolidated financial statements as of December 31, 2024 and 2023 is presented below:
2024 | 2023 | ||
Inventories | 347,139 | 383,841 | |
Trade receivables | 188,816 | 220,330 | |
Other receivables | 83,103 | 89,913 | |
Trade payables | (158,251) | (183,375) | |
Net Working Capital | 460,807 | 510,709 |
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We calculate net (cash)/debt as the summation of (i) bank borrowings excluding factoring agreements; (ii) debt instruments; and (iii) other financial liabilities; less (iv) current restricted cash; and (v) cash and cash equivalents. The Company believes that monitoring and reporting net (cash)/debt provides management with the ability to assess our leverage and liquidity.
The calculation of our net (cash)/debt derived from our consolidated financial statements as of December 31, 2024 and 2023 is presented below:
2024 | 2023 | ||
Bank borrowings(1) | 22,103 | 15,865 | |
Debt instruments | 10,135 | 154,780 | |
Other financial liabilities | 73,805 | 81,283 | |
Current restricted cash | (298) | (1,179) | |
Cash and cash equivalents | (132,973) | (136,470) | |
Net (Cash)/Debt | (27,228) | 114,279 |
(1) Bank borrowings exclude factoring programs
B. Liquidity and Capital Resources
Overview
The Company’s financial resources are managed conservatively to fund our working capital requirements, capital expenditures, service our indebtedness and fund key initiatives underlying our strategic plan, including our ESG-related initiatives. Ferroglobe’s core objective with respect to capital management is to maintain a balanced and sustainable capital structure through the economic cycles of the industries in which it participates, while keeping the cost of capital at competitive levels. The Company has historically managed these efforts through its cash flows from operations, long-term debt and share issuances, revolving lines of credit, funding from the Sociedad Estatal de Participaciones Industriales (“SEPI”) and its factoring arrangements with third parties.
In July 2023, in coordination with the management of our liabilities and strengthened cash and cash equivalents position, the Company via its subsidiary issuers of the 9.375% senior secured notes due 2025 partially redeemed such Reinstated Senior Notes at 102.34375% of the principal amount plus accrued interest. The issuers elected to redeem an aggregate principal amount of $150.0 million of the Reinstated Senior Notes plus accrued and unpaid interest of $14,000 thousand. In February 2024, the Company completed the full redemption of the remaining Reinstated Senior Notes at 102.34375% of the principal amount plus accrued interest. The issuers elected to redeem an aggregate principal amount of $147,624 thousand of the Reinstated Senior Notes, the entire amount outstanding as of the redemption date, plus accrued and unpaid interest and a call premium of $4,075 thousand. The Reinstated Senior Notes were fully redeemed from the Company’s cash and cash equivalents.
As of December 31, 2024 and 2023, Ferroglobe had cash and cash equivalents and restricted cash and cash equivalents of $133,271 thousand (of which $298 thousand is restricted cash) and $137,649 thousand (of which $1,179 thousand is restricted cash), respectively. Cash and cash equivalents are primarily held in USD and EUR.
In addition to these resources, the Company believes that our working capital is sufficient for our present requirements, and we anticipate generating sufficient cash to satisfy our short and long-term liquidity needs.
Capital Expenditures
The Company’s capital expenditures for the years ended December 31, 2024, 2023 and 2022 were $76,165 thousand, $83,679 thousand and $52,147 thousand, respectively. These investments targeted expansion and productivity improvements, as well as, capitalizable repairs and maintenance.
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As part of its ongoing commitment to sustainability, Ferroglobe’s Board of Directors approved the Company’s decarbonization plan to reduce our combined scope 1 and 2 carbon emissions per ton of production by at least 26% by 2030 from a 2020 baseline. This decarbonization plan will result in committing $29.1 million in capex through 2026, of which the Company has been granted $12.2 million from local governments to support its initiatives.
Debt
Debt comprises bank borrowings, lease liabilities, debt instruments, and other financial liabilities. As of December 31, 2024, the Company’s total outstanding debt was $210,554 thousand, consisting of $114,370 thousand in short-term debt, including the current portion of long-term debt, and $96,184 in long-term debt.
Our USD denominated debt as of December 31, 2024 was $26,302 thousand (or 12% of our total debt), our EUR denominated indebtedness was $174,358 thousand (or 83% of our total debt) and other denominated debt was $9,894 thousand (or 5% of our total debt).
As of December 31, 2024, $71,950 thousand (34% of total debt) bears interest at floating rates and $136,663 thousand (66% of total debt) bears interest at fixed rates.
Long-term debt
The following discussion briefly describes our long-term debt arrangements as of December 31, 2024. For additional information, see the Notes to our consolidated financial statements.
REINDUS Loan: In 2016, a Company subsidiary entered into a loan agreement with the Spanish Ministry of Industry, Tourism and Commerce (the “Ministry”) to borrow an aggregate principal amount of €44,999 thousand ($50,223 thousand) in connection with the industrial development projects related to a silicon project in Spain, at an annual interest rate of 3.6%. The Company is required to repay this loan in seven instalments commencing in 2023 and to be completed by 2030. As of December 31, 2024 the amortized cost of the loan is $24,088 thousand.
Québec Loan: In 2020, a Company subsidiary entered into a loan agreement with Investissement Québec to borrow an aggregate principal amount, interest-free, of CAD 7.0 million ($5.5 million) to finance its capital expenditures activities in Canada. The loan is to be repaid over a seven-year period, with payments deferred for the first three years from inception of the loan.
French Loan: In 2020, a Company subsidiary entered into a loan agreement with BNP Paribas to borrow an aggregate principal amount, interest-free, of €4,300 thousand ($4,752 thousand), to finance the Company’s activities in France. The French government guaranteed the loan in line with special measures taken in response to the COVID-19 pandemic. The loan is to be repaid by 2026. The Company is liable for a fee of 0.5% based on the total borrowed capital.
US Lease Financing: In September 2024, a Company subsidiary entered into a Master Lease Agreement (“MLA”) with Citizens Asset Finance (“Citizens”). The MLA permits the Company as lessee to enter into one or more leasing schedules with Citizens as lessor. When entering a lease schedule, Citizens leases equipment covered by the respective lease schedule to the Company subject to terms and conditions of the MLA. The subsidiary and Citizens entered into three lease schedules as of December 31, 2024, pursuant to the terms of the MLA, providing $6.1 million up front as part of a sale of assets to the Lessor.
North American revolving line of credit
In June 2022, Company subsidiaries entered into a five-year, $100 million asset-based revolving credit facility (the “ABL Revolver”), with the Bank of Montreal as lender and agent. The maximum amount available under the ABL Revolver at any given moment is subject to a borrowing base test comprising North American inventory and accounts receivable. The revolver bears interest at SOFR plus a spread of between 150/175 basis points depending on levels of utilization. During
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the year ended December 31, 2024, the Company drew down $32,000 thousand, which has been fully repaid, yielding no balance as of the end of the year.
Under the ABL credit agreement, the borrowers commit not to, without lender consent, create or incur any indebtedness, capital leases in excess of $7.5 million, create liens, merge, dissolve, divide any borrowers, change the nature of the business, pay dividends, repay indebtedness for the account of holder of equity interests of any loan party or its affiliates, and maintain a financial covenant consolidated fixed charge coverage ratio of than 1.00 to 1.00.
Factoring arrangements
In October 2020, the Company signed a factoring agreement with a financial institution to anticipate the collection of receivables issued by the Company’s European subsidiaries with the following main terms:
| ● | maximum cash consideration advanced is up to €60,000 thousand; |
| ● | overcollateralization of 10% of accounts receivable as a guarantee provided to the Agent until the payment has been satisfied; |
| ● | a 0.18% to 0.25% fee charge on total invoices and credit notes sold to the Agent; and |
| ● | a financing commission set at EURIBOR 3 months plus 1% charged on drawdowns; |
Other conditions are set in relation to credit insurance policy which has been structured in an excess of loss policy where the first €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.
In February 2022, the Company signed a without recourse factoring agreement with Bankinter that offers the possibility to sell the receivables corresponding to eleven pre-approved customers by the bank and its credit insurer. Receivables are pre-financed at 100% of their face value.
The main characteristics of this program are the following:
| ● | maximum cash consideration advanced is up to €30,000 thousand; |
| ● | a 0.25% fee of the receivables face values; |
| ● | a cost of financing at 12-month Euribor plus 1%; |
| ● | a closing fee of 0.25% of the financing; and |
| ● | an annual renewal fee of 0.25% of the financing. |
Availability of funds
As of December 31, 2024 and 2023, we had cash and cash equivalents, restricted cash and other restricted funds amounting to $133,271 thousand and $137,649 thousand, respectively. Please see Note 9 Financial assets and other receivables to our consolidated financial statements.
The Company also has certain restrictions regarding dividend payments in the partnerships with Dow as of December 31, 2024.
Ferroglobe PLC is the parent company of Ferroglobe Group and receives funding from its subsidiaries in the form of intercompany loans. Consequently, certain restrictions on the ability of the Group’s subsidiaries to transfer funds to Ferroglobe PLC negatively affect our liquidity and thus our business.
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Ferroglobe Spain Metals also has restrictions coming from the SEPI loans. Until the loans have been fully repaid in 2025, the Company is subject to several restrictions, including the following prohibited payments: (1) payment of dividends; (2) payment of management fee; (3) repayment of intra-group loans; (4) payment of intercompany net commercial balances as of June 30, 2021 (denominated “legacy”), with an exception of $20,000 thousand of those balances (intercompany commercial balances generated after June 2021 are permitted); and (5) payment of interest on intercompany loans corresponding to fiscal years 2023 and 2022 (see Note 20).
Under the ABL credit agreement, the borrowers commit to respect usual affirmative covenants, including among others: communicating any default or event of default, a change of control, the creation of acquisition of subsidiaries, a casualty or damage to any material used as a collateral, maintenance of insurance, compliance with ERISA and the Canadian Pension Laws, and compliance with environmental laws. The borrowers also commit not to create or incur any indebtedness, capital leases in excess of a $7.5 million, create liens, merge, dissolve, divide any borrowers, change the nature of the business, pay dividends, repay indebtedness for the account of holder of Equity Interests of any Loan Party or its affiliates, maintain a financial covenant consolidated fixed charge coverage ratio to be less than 1.00 to 1.00.
Contractual Obligations
The following table sets forth Ferroglobe’s contractual obligations and commercial commitments with definitive payment terms that will require significant cash outlays in the future, as of December 31, 2024.
Payments Due by Period | ||||||||||
Less | More | |||||||||
($ thousands) |
| Total |
| 1 year |
| 1 - 2 years |
| 2 - 5 years |
| 5 years |
Non-current and current debt obligations |
| 10,268 |
| 10,268 | — | — | — | |||
Government loans | 69,651 | 47,283 | 9,408 | 12,960 | — | |||||
Bank borrowings | 57,162 | 43,251 | 681 | 13,230 | — | |||||
Capital expenditures |
| 9,391 |
| 9,391 | — | — | — | |||
Leases |
| 169,809 |
| 14,225 | 14,504 | 26,155 | 114,925 | |||
Power purchase commitments (1) | 293,709 | 97,577 | 62,922 | 81,413 | 51,797 | |||||
Purchase obligations (2) | 32,633 | 32,633 | — | — | — | |||||
Other non-current liabilities (3) | 3,653 | 2,163 | 1,489 | — | — | |||||
Total |
| 646,275 |
| 256,792 |
| 89,004 |
| 133,758 |
| 166,722 |
| (1) | Represents minimum charges that are enforceable and legally binding, and do not represent total anticipated purchases. Minimum charges requirements expire after providing one-year notice of contract cancellation. |
| (2) | The Company has outstanding purchase obligations with suppliers for raw materials in the normal course of business. The disclosed purchase obligation amount represents commitments to suppliers that are enforceable and legally binding and do not represent total anticipated purchases of raw materials in the future. |
| (3) | Included contingent consideration with Glencore. |
The table above also excludes certain other obligations reflected in our consolidated statements of financial position, including estimated funding for pension obligations, for which the timing of payments may vary based on changes in the fair value of pension plan assets and actuarial assumptions. We expect to contribute $548 thousand to our pension plans for the year ended December 31, 2025.
Further information regarding Ferrogloble’s contractual obligations and commercial commitments as of December 31, 2024, is set forth in Note 29 Financial risk management to the consolidated financial statements.
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Cash Flows
Comparison of the years ended December 31, 2024 and 2023
The following table summarizes our cash flows for the periods indicated:
Year ended December 31, | ||||
($ thousands) |
| 2024 |
| 2023 |
Cash and cash equivalents at beginning of period |
| 137,649 |
| 322,943 |
Cash flows from operating activities |
| 243,258 |
| 178,372 |
Cash flows used in investing activities |
| (66,937) |
| (81,806) |
Cash flows used in financing activities |
| (175,508) |
| (282,147) |
Exchange differences on cash and cash equivalents in foreign currencies |
| (5,191) |
| 287 |
Cash, restricted cash and cash equivalents at end of period |
| 133,271 |
| 137,649 |
Cash, restricted cash and cash equivalents at end of period from statement of financial position |
| 133,271 |
| 137,649 |
Cash flows from operating activities
Cash flows from operating activities increased $64,886 thousand, to a positive $243,258 thousand for the year ended December 31, 2024, from a positive cash generated of $178,372 thousand for the year ended December 31, 2023. The change in cash flows from operating activities for the year ended December 31, 2024 was mainly due to (i) an increase in other changes in energy receivable by $291,766 thousand, to an inflow of 131,959 thousand in 2024 from an outflow of $159,807 thousand in 2023, offset by (i) a decrease of $95,974 thousand in the profit for the year, from a net profit of $98,478 thousand for the year ended December 31, 2023 compared with a net profit of $2,504 thousand for the same period in 2024, and (ii) a decrease of $46,154 thousand in non-cash adjustments, predominantly driven by a decrease of $41,288 thousand in income tax expense.
Cash flows from investing activities
Cash flows used in investing activities decreased $14,869 thousand to an outflow of $66,937 thousand for the year ended December 31, 2024, from an outflow of $81,806 thousand for the year ended December 31, 2023. Capital expenditures decreased during the year ended December 31, 2024 to $76,165 thousand from $83,679 thousand during the year ended December 31, 2023. Additionally in 2024, the Company received a government grant of $12,453 thousand for the construction of a biocarbon plant at our Sabón plant in Spain.
Cash flows from financing activities
Cash flows used in financing activities decreased $106,639 thousand, to a net outflow of $175,508 thousand for the year ended December 31, 2024, from a net outflow of $282,147 thousand for the year ended December 31, 2023. The decrease is mainly due to a decrease in interest paid due to the full redemption of the Reinstated Senior Notes by $147,624 thousand in February 2024 (partially repaid by $150.0 million in July 2023) and a decrease in the net impact of bank borrowings. Additionally, in 2023 the Company partially repaid $17.4 million of its loan due to Reindus and repurchased $29 million of Reinstated Senior Notes.
C. Research and Development, Patents and Licenses, etc.
For additional information see “Item 4.B.—Information on the Company—Business Overview—Research and Development (R&D).”
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D. Trend Information
We discuss in Item 5.A. above and elsewhere in this Annual Report, trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that we believe are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources or to cause the disclosed financial information not to be necessarily indicative of future operating results or financial conditions.
E. Critical Accounting Estimates
Not applicable.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table lists each of our key executive officers and directors, their respective ages and positions as of the date of this Annual Report and their respective dates of appointment. The business address of all our directors and senior management is our business address as set forth in “Item 4.A.—Information on the Company—History and Development of the Company.”
Name |
| Age |
| Position |
| Year of appointment |
Javier López Madrid | 60 | Director and Executive Chairman | 2015 | |||
Marco Levi | 65 | Director and Chief Executive Officer | 2020 | |||
Beatriz García-Cos Muntañola | 61 | Chief Financial Officer and Principal Accounting Officer | 2019 | |||
Bruce L. Crockett | 81 | Director | 2015 | |||
Stuart E. Eizenstat | 82 | Director | 2015 | |||
Manuel Garrido y Ruano | 59 | Director | 2017 | |||
Marta de Amusategui y Vergara | 60 | Director | 2020 | |||
Juan Villar-Mir de Fuentes | 63 | Director | 2015 | |||
Belén Villalonga Morenés | 56 | Director | 2021 | |||
Silvia Villar-Mir de Fuentes | 59 | Director | 2021 | |||
Nicolas de Santis | 59 | Director | 2021 | |||
Rafael Barrilero Yarnoz | 63 | Director | 2021 |
The Company has only negotiated for benefits to be paid upon the termination of employment with Javier López Madrid, Marco Levi and Beatriz García-Cos Muntañola of our directors and senior management.
See “Item 7.B.—Related Party Transactions—Grupo VM shareholder agreement” for a discussion of certain board nomination rights.
Set forth below is a brief biography of each of our executive officers and directors.
Javier López Madrid
Javier López Madrid has been Executive Chairman of the Company since December 31, 2016 and was Chairman of our Nominations Committee from January 1, 2018 until May 26, 2023. He was first appointed to the Board on February 5, 2015 and was the Company’s Executive Vice-Chairman from December 23, 2015 until December 31, 2016.
He has been Chief Executive Officer of Grupo VM since 2008, and is member of the Board of several non-profit organizations. He is the founder and the largest shareholder of Financiera Siacapital and founded Tressis, Spain’s largest independent private bank. Mr. López Madrid holds a Masters in law and business from ICADE University.
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Marco Levi
Marco Levi was appointed Chief Executive Officer of the Company on January 10, 2020, and appointed to its Board of Directors on January 15, 2020. Dr Levi previously served as President and CEO of Alhstrom-Munksjö Oyj, a global fiber materials company listed in Finland, where he led a successful transformation of the business by refocusing its product portfolio towards value-added specialty products. Prior to that, Dr. Levi was Senior Vice President and Business President of the $3 billion emulsion polymers division of chemicals manufacturer Styron, including during the period in which Styron division was acquired by Bain Capital from Dow Chemical Company. Dr. Levi previously had spent over twenty-two years at Dow in various departments and roles, ultimately serving as general manager of the emulsion polymers business.
Dr Levi is also a Non-Executive Director of Mativ Holdings, Inc, the leading global performance materials company, listed on the New York Stock Exchange. Dr Levi holds a doctorate in industrial chemistry from the Università degli Studi di Milano, Statale, in Italy.
Beatriz García-Cos Muntañola
Beatriz García-Cos Muntañola was appointed as Chief Financial Officer and Principal Accounting Officer on October 17, 2019.
Before joining Ferroglobe, Ms. García-Cos served as Group CFO at Bekaert NV, a leading, global steel wire transformation company, listed on the Brussels Stock Exchange, where she focused on setting and executing financial strategy, as well as leading numerous strategic projects centered on business growth and enhanced operational efficiency. Prior to Bekaert NV, she was the Chief Financial Officer of the mining division of Trafigura Beheer BV, one of the largest physical commodities trading groups. Before that, she was Finance Director, EMEA and LATAM, for Vestas Wind Systems A.S, the Danish publicly-listed multinational and world’s largest wind turbine manufacturer. Prior to that role, she was Finance Manager for PPG Industries Inc, a leading diversified manufacturing company listed on the New York Stock Exchange. In September 2023, Ms. Garcia-Cos became a Non-Executive Directors for Bodycote plc and is a member of their Remuneration, Nomination and Audit committees of the Board.
Ms García-Cos holds an M.A. in Economics and Business Administration from the University of Barcelona and graduated from the Advanced Management Program of IESE, in Spain.
Bruce L. Crockett
Bruce L. Crockett was appointed to our Board of Directors as a Non-Executive Director on December 23, 2015. He has been a member of our Audit Committee from that date and was Chair of the Audit Committee since June 4, 2020 and served on our Compensation Committee from January 1, 2018 until June 23, 2021. Mr. Crockett was appointed on May 13, 2021 as our Senior Independent Director and on June 23, 2021 as Chair of the Corporate Governance Committee until May 26, 2023, on which date he was appointed as a member of the Nominations and Governance Committee.
Mr. Crockett holds a number of other Board and governance roles. He has been Chairman of the Invesco Mutual Funds Group Board of Directors and a member of its Audit, Investment and Governance Committees, serving on the board since 1991, as Chair since 2003 and on the Board of predecessor companies from 1978. Since 2013, he has been a member of the Board of Directors and, since 2014, Chair of the Audit Committee and since 2021 member of the Governance Committee of ALPS Property & Casualty Insurance Company. He has been Chairman of, and a private investor in, Crockett Technologies Associates since 1996. He is a life trustee of the University of Rochester. In 2021, he was appointed as a member of the Board of Advisors of the Western Colorado University Graduate Business School.
Mr. Crockett was a member of the Board of Directors of Globe from April 2014 until the closing of the Business Combination, as well as a member of Globe’s Audit Committee. He was formerly President and Chief Executive Officer of COMSAT Corporation from 1992 until 1996 and its President and Chief Operating Officer from 1991 to 1992, holding a number of other operational and financial positions at COMSAT from 1980, including that of Vice President and Chief
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Financial Officer. He was a member of the Board of Directors of Ace Limited from 1995 until 2012 and of Captaris, Inc. from 2001 until its acquisition in 2008 and its Chairman from 2003 to 2008.
Mr. Crockett holds an A.B. degree from the University of Rochester, B.S. degree from the University of Maryland, an MBA from Columbia University and an Honorary Doctor of Law degree from the University of Maryland.
Stuart E. Eizenstat
Stuart E. Eizenstat was appointed to our Board of Directors as a Non-Executive Director on December 23, 2015. He was a member of the Company’s Corporate Governance Committee from January 1, 2018, until May 26, 2023, and served on our Nominations Committee from May 16, 2018, until May 26, 2023, on which date he was appointed as a member of the Compensation Committee.
Mr. Eizenstat has been a Senior Counsel at Covington & Burling LLP in Washington, D.C. and headed its international practice for many years after joining the firm in 2001. He has served as a member of the Advisory Boards of GML Ltd. since 2003 and of the Office of Cherifien de Phosphates since 2010. He was a trustee of BlackRock Funds from 2001 until 2018.
Mr. Eizenstat was a member of Board of Directors of Globe Specialty Metals from 2008 until the closing of the Business Combination and Chair of its Nominating Committee. He was a member of the Board of Directors of Alcatel-Lucent from 2008 to 2016 and of United Parcel Service from 2005 to 2015. He has had an illustrious political and advisory career, including serving as Special Adviser to Secretary of State Hillary Clinton and then Secretary of State John Kerry on Holocaust-Era Issues from 2009 to 2017, and Special Representative of the President and Secretary of State on Holocaust Issues during the Clinton administration from 1993 to 2001. He was Deputy Secretary of the United States Department of the Treasury from July 1999 to January 2001, Under Secretary of State for Economic, Business and Agricultural Affairs from 1997 to 1999, Under Secretary of Commerce for International Trade from 1996 to 1997, U.S. Ambassador to the European Union from 1993 to 1996 and Chief Domestic Policy Advisor in the White House to President Carter from 1977 to 1981. He served on the Defense Policy Board in the Obama administration from 2014-2017. He currently serves as Special Adviser on Holocaust Issues to Secretary of State Antony Blinken and as Chairman of the Council of United States Holocaust Memorial Museum, appointed by President Biden. He is the author of “Imperfect Justice: Looted Assets, Slave Labor, and the Unfinished Business of World War II”; “The Future of the Jews: How Global Forces are Impacting the Jewish People, Israel, and its Relationship with the United States”, “President Carter: The White House Years”, and "The Art of Diplomacy: How American Negotiators Reached Historic Agreements that Changed the World".
Mr. Eizenstat holds a B.A. in Political Science, cum laude and Phi Beta Kappa, from the University of North Carolina at Chapel Hill, a J.D. from Harvard Law School and nine honorary doctorate degrees from colleges and universities, high honors from the United States, French (Legion of Honor), German, Austrian, Belgian, and Israeli governments, and over 75 awards from various organizations.
Manuel Garrido y Ruano
Manuel Garrido y Ruano was appointed to our Board of Directors as a Non-Executive Director on May 30, 2017. He was a member of our Nominating and Corporate Governance Committee from May 30, 2017 until December 31, 2017, and served on our Corporate Governance Committee from December 31, 2017 until May 26, 2023.
Mr. Garrido y Ruano has been Chief Financial Officer of Grupo Villar Mir since 2003 and he is currently member of the Board of its subsidiary in the energy sector, and of its real estate subsidiary. In June 2021 he was appointed non-executive Chairman of Fertial SPA the Algerian fertilizers subsidiary of the Group. He resigned from Fertial’s board of directors in August 2024, when GVM divested its stake in the company.
He has been Professor of Corporate Finance of one Graduate Management Program at the Universidad de Navarra, and has also been Professor of Communication and Leadership of the Graduate Management Program at CUNEF in Spain.
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Mr. Garrido y Ruano was a member of the steering committee of FerroAtlántica until 2015, having previously served as its Chief Financial Officer from 1996 to 2003. He worked with McKinsey & Company from 1991 to 1996, specializing in restructuring, business development and turnaround and cost efficiency projects globally.
Mr. Garrido y Ruano holds a Masters in Civil Engineering with honors from the Universidad Politécnica de Madrid and an MBA from INSEAD, Fontainebleau, France.
Marta de Amusategui y Vergara
Marta de Amusategui y Vergara was appointed to our Board of Directors as a Non-Executive Director on June 12, 2020. She has been a member of our Audit Committee from that date and a member of the Compensation Committee since June 23, 2021.
Ms. Amusategui has substantial experience in executive and non-executive roles, with a background in business strategy, banking and finance. She is founder and partner of Abrego Capital S.L, providing strategic and financial advisory services, and co-founder of Observatorio Industria 4.0, the professional forum leveraging knowledge and experience to assist businesses, specifically those in the secondary sector, in their digital transformation. She began her career in management consulting and investment banking, serving as Country Executive Officer and General Manager with Bank of America in Spain from 2003 to 2008.
Ms. Amusategui has been a member of the Board of Eland Private Equity, S.G.E.I.C., S.A., a private equity management company specializing in renewable energies, since 2009. Since 2020, she has been a member of the board of directors of Eccocar Sharing S.L. She has also held other Board positions in the past, including that of Telvent GIT S.A. (Nasdaq TLVT), the global IT solutions and business information services provider, where she became an independent director from early 2010 until its de-listing following acquisition in December 2011.
Ms. Amusategui holds an Industrial Engineering degree (MSc equivalent) from Universidad Pontificia de Comillas, Madrid, Spain, an MBA from INSEAD, Fontainebleau, France and a DBA from Universidad Pontificia de Comillas. She has held a number of academic appointments, lecturing in Financing at the Inesdi Business School, Grupo Planeta, in Barcelona, in Managerial Competencies in CUNEF, in Madrid, and in Risk Management on the Non-Executive Directors Program at ICADE Business School, also in Madrid.
Juan Villar-Mir de Fuentes
Juan Villar-Mir de Fuentes was appointed to our Board of Directors as a Non-Executive Director on December 23, 2015.
Mr. Villar-Mir de Fuentes is currently Chairman of Inmobiliaria Espacio, S.A and Grupo Villar Mir, S.A.U. In both companies he served as Vice Chairman since 1996 and since 1999 respectively. He has served as Chairman and Vice Chairman of Obrascon Huarte Lain, S.A and has been serving as a member of the Board of Directors since 1996, first as a member of the Audit Committee and, later, as a member of its Compensation Committee. He was a Board Director and member of the Compensation Committee of Inmobiliaria Colonial, S.A from June 2014 to May 2017. He also was a member of the Board of Directors and of the Compensation Committee of Abertis Infraestructuras, S.A. between 2013 and 2016.
Mr. Villar-Mir de Fuentes is Patron and member of the Patronage Council of Fundación Nantik Lum and of Fundación Santa María del Camino.
Mr. Villar-Mir holds a Bachelor’s Degree in Business Administration and Economics and Business Management from the Universidad Autónoma de Madrid.
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Belen Villalonga Morenés
Belen Villalonga Morenés was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. She has been a member of the Audit Committee from that date and served as a member of the Corporate Governance Committee from June 23, 2021 until May 26, 2023, on which date she was appointed to the Nominations and Governance Committee.
Ms. Villalonga is a Professor of Management and Organizations, a Yamaichi Faculty Fellow, and a Professor of Finance (by courtesy) at New York University’s Stern School of Business. Between 2001 and 2012 she was a faculty member at the Harvard Business School. During 2018-2019 she was a Visiting Professor at Oxford University’s Said Business School. Her teaching, research, and consulting activities are in the areas of corporate governance, strategy, and finance, with a special focus on family-controlled companies. Her award-winning research has been cited over 19,000 times in scholarly articles and international media outlets.
Professor Villalonga is an independent director at Técnicas Reunidas (global engineering firm publicly listed in Spain), Banco Santander International (Santander group’s private banking subsidiary in the United States), as well as at Mapfre USA (insurance). She has previously served as independent director for Acciona (renewable energy and infrastructure), Grifols (biopharma), and Talgo (high-speed trains).
Ms. Villalonga holds a Ph.D. in Management and an M.A. in Economics from the University of California at Los Angeles, where she was a Fulbright Scholar. She also holds a Ph.D. in Business Economics from the Complutense University of Madrid.
Silvia Villar-Mir de Fuentes
Silvia Villar-Mir de Fuentes was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. She served as a member of the Compensation Committee from June 23, 2021 until May 26, 2023. Ms. Villar-Mir de Fuentes currently serves on the board of directors of Grupo Villar Mir, a privately held Spanish group with investments across a broad range of diversified industries, which is the beneficial owner of approximately 36% of the Company’s share capital.
Mrs. Villar-Mir de Fuentes is a summa cum laude graduate in Economics and Business Studies, with concentration in finance and accounting, from The American College in London, United Kingdom.
Nicolas De Santis
Nicolas De Santis was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. He has been a member of the Compensation Committee since June 23, 2021 and served as a member of the Nominations Committee from June 23, 2021 until May 26, 2023, on which date he was appointed as Chair of the Nominations and Governance Committee. Mr. De Santis is a technology entrepreneur, strategist and author with substantial experience in executive and non-executive roles. Mr. De Santis is currently the President of Gold Mercury International and the Chief Executive Officer of Corporate Vision Strategists Ltd, a strategic vision and innovation consultancy and incubator. De Santis advises multinational corporations and start-ups on corporate vision & strategy, disruptive innovation, global branding, business model innovation, sustainability and corporate culture transformation.
Previously Mr. De Santis served on the board of publicly traded Lyris Technologies (acquired by AUREA Software in 2015). He began his management career at Landor Associates (now WPP Group). As a technology entrepreneur, he co-founded several high-profile start-ups, including opodo.com, one of Europe’s most successful start-ups, reaching $1.5 billion in gross sales.
Mr. De Santis is a regular lecturer at business schools and universities on business strategy, global branding, business model innovation and culture transformation, including IE Business School, Madrid and the University of Wyoming. He is the author of Megavision® - A revolutionary method to develop long term strategic vision for corporations.
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Rafael Barrilero Yarnoz
Rafael Barrilero Yarnoz was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. He was appointed Chair of the Compensation Committee and served as a member of the Nominations Committee from June 23, 2021 until May 26, 2023.
Mr. Barrilero Yarnoz has developed his career as a partner of the firm and as a member of the executive committee, leading the advisory talent and reward service for the boards of the main companies and multinationals. He has also led the business throughout the EMEA. Previously, he led the Watson Wyatt consulting firm in Madrid. He began his career as a lawyer at Ebro Agricolas focused on labour law, before serving as Ebro’s head of human resources. In January 2022 he joined the board of directors of AltamarCAM and Grupo Hedima, as a permanent Senior Advisor. He collaborates with the HAZ foundation, whose mission is to ensure transparency and good corporate governance.
Mr. Barrilero Yarnoz has a law degree from Deusto and a Masters in Financial Economics from ICADE, as well as a Masters in Human Resources by Euroforum-INSEAD.
Family Relationships
Our executive chairman, Javier López Madrid, is married to Silvia Villar-Mir de Fuentes and is the brother-in-law of Juan Villar-Mir de Fuentes.
B. Compensation
Compensation of executive officers and directors
For the year ended December 31, 2024, the aggregate compensation accrued or paid to the Company’s Executive Directors and Non-Executive Directors for services in all capacities was $3.7 million and $1.2 million, respectively.
During the year ended December 31, 2024, the total fair value of equity awards granted to directors and executive officers was $2.9 million.
C. Board Practices
Board composition and election of Directors
As of the date of this Annual Report, our Board of Directors consists of 11 directors, of whom two are executive directors and nine are non-executive directors. The maximum and minimum number of directors is 11 and two respectively. Subject to the approval of the Nominations and Governance Committee, the Chief Executive Officer is nominated as a director by the Board of Directors. Among the directors, Javier López Madrid, Manuel Garrido y Ruano and Juan Villar Mir de Fuentes are Grupo VM nominees. Silvia Villar-Mir de Fuentes was appointed to the Board on May 13, 2021 as a non-executive director who is affiliated with Grupo VM. The remaining non-executive directors are independent.
All directors will stand for re-election at the Company’s annual general meeting expected to be held in June 2025. Any director not so elected or re-elected will stand down. No new executive directors may be appointed without the approval of a majority of Grupo VM nominees and a majority of independent directors.
Director independence
Under the Articles, as in effect since October 26, 2017, a director is considered independent if he or she is “independent” as defined in the Nasdaq rules and, while Grupo VM and its Affiliates own 10% or more of the Company’s shares, is independent from Grupo VM and its Affiliates. The Board initially reviewed the independence of its then directors in December 2015 and concluded that each of Messrs. Crockett and Eizenstat met the independence requirements of the Nasdaq rules. Messrs. López Madrid, Garrido y Ruano and Villar Mir are GVM Nominees and are not considered to be
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independent. Ms. Villar Mir is associated with Grupo VM and is not considered to be independent. The independence of Ms. Amusategui was initially confirmed by the Nominations Committee in 2020 and the independence of Ms. Villalonga, Mr. de Santis and Mr. Barrilero was initially confirmed by the Nominations Committee in 2021 prior to their recommendation to the Board for appointment.
Certain approvals of the Board of Directors
Pursuant to the Articles, as in effect since October 26, 2017, the approval of certain matters by our Board of Directors requires the approval of more than a simple majority of directors present.
For as long as Grupo VM or its Affiliates owns 10% or more of our outstanding shares, any transaction, agreement or arrangement between Grupo VM or any of its Affiliates or Connected Persons (as defined in Articles) and the Company or any of its Affiliates (or any amendment, waiver or repeal of any such transaction, agreement or arrangement) requires the approval of a majority of independent, non-conflicted directors.
No new executive directors may be appointed without the approval of a majority of GVM Nominees and a majority of independent directors.
Committees of the Board of Directors
Until May 26, 2023, our Board of Directors had four standing committees: an Audit Committee, a Compensation Committee, a Corporate Governance Committee and a Nominations Committee. Since May 26, 2023, our Board of Directors has had three standing committees: an Audit Committee, a Compensation Committee and a Nominations and Governance Committee. Since such date, all three standing committees are comprised exclusively of independent directors.
Audit Committee
During the year ended December 31, 2024, our Audit Committee consisted of three directors: Mses. Amusategui and Villalonga and Mr. Crockett (as Chair). Mr. Crockett has served as Chairman of the Committee from May 31, 2020. Each of the Audit Committee members meets the requirements of an “audit committee financial expert” under the rules of the SEC and qualifies as a financially sophisticated audit committee member as required by the Nasdaq rules relating to audit committees. Our Board has determined that each of these directors satisfies the enhanced independence requirements for audit committee members required by Rule 10A-3 under the U.S. Exchange Act, and is financially literate as that phrase is used in the additional audit committee requirements of the Nasdaq rules.
Our Audit Committee has the responsibility to: (1) oversee our accounting and financial reporting processes and the audits of our financial statements; (2) monitor and make recommendations to the Board regarding the auditing and integrity of our consolidated financial statements; (3) be directly responsible for the qualification, selection, retention, independence, performance and compensation of our independent auditors, including resolution of disagreements between management and the auditors regarding financial reporting, for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us, and have the auditors report directly to the Committee; (4) provide oversight in respect of our internal audit and accounting and financial reporting processes; and (5) provide oversight in respect of the Company’s ESG initiatives, cybersecurity and artificial intelligence. The Audit Committee meets at least four times a year. Additional meetings may occur as the Audit Committee or its chair deem advisable.
Compensation Committee
Since May 26, 2023, our Compensation Committee has consisted of four directors: Ms. Amusategui and Messrs. Barrilero (Chair), Eizenstat and De Santis. Our Board has determined that each of the current committee members meets the heightened independence requirements of compensation committee members under SEC rules.
Our Compensation Committee has responsibility to: (1) evaluate and recommend to the Board for approval the compensation of our directors, executive officers and key employees; (2) oversee directly or indirectly all compensation
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programs involving the use of our stock; (3) produce a report annually on executive compensation for inclusion in our proxy statement for our annual meeting of shareholders; (4) produce a report annually in compliance with remuneration reporting requirements (i.e., a directors’ remuneration report), in each case in accordance with applicable rules and regulations; and (5) produce, review on an ongoing basis and update as needed, a directors’ remuneration policy. The Compensation Committee meets with such frequency, and at such times, and places and whether in person or electronically/telephonically as it determines is necessary to carry out its duties and responsibilities, but shall meet at least four times annually.
Nominations and Governance Committee
On May 26, 2023, the Company combined the previously separate Nominations Committee and Corporate Governance Committee to create its current Nominations and Governance Committee. Since that date, the Nominations and Governance committee consists of three directors: Ms. Villalonga and Messrs. De Santis (Chair) and Crockett.
This committee has combined the responsibilities of its predecessors and provides guidance to the Board as follows: (a) subject to the provisions of Articles where a different arrangement may be prescribed, identifying and recommending to the Board for nomination individuals qualified to become Board members, consistent with qualification standards and other criteria approved by the Board for selecting directors; (b) reviewing and providing guidance on the independence of nominees, consistent with applicable laws, Nasdaq requirements and the Articles, and monitoring and ensuring that independent non-executive directors continue to meet these applicable independence requirements: (c) reviewing and providing guidance on other nominating issues that the Board desires to have reviewed by the Committee: (d) reviewing and providing guidance on the organization of the Board and its committee structure; (e) reviewing and providing guidance on the self-evaluation procedures of the Board and its committees; (f) reviewing and providing guidance on a conflicts register; (g) reviewing and providing guidance on the Company’s code of conduct; (h) reviewing and providing guidance on the Company’s insider trading policy; (i) reviewing and providing guidance on proposed changes to the Articles; (j) reviewing and making recommendations to the Board on non-executive directors’ compensation; (k) reviewing and agreeing the terms of non-executive directors’ letters of appointment; and (l) considering succession planning, taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board in the future, recommending to the Board plans for succession for both executive and non-executive directors.
Senior Independent Director
In October 2017, the Board established the role of Senior Independent Director, to serve in an advisory capacity for the Chairman and to serve as intermediary for the other directors where necessary. During the year ended December 31, 2024, Mr. Crockett served as Senior Independent Director.
Corporate governance policy
In October 2017, the Board adopted a corporate governance policy (the “Corporate Governance Policy”) under which, while Grupo VM has the right under the shareholders agreement in place between it and the Company to require that at least three members of the Board shall be persons proposed by it to the Nominations and Governance Committee, there shall be at least five directors on the Board who are independent within the meaning of the Company’s Articles. Under this policy the number of independent directors reduces as Grupo VM’s rights to propose persons for nomination to the Board also reduce, it being the Board’s policy that at all times, there is a majority of directors on the Board who are independent. The Corporate Governance Policy was most recently reviewed and renewed by the Board in February 2024.
D. Employees
As of December 31, 2024, 2023 and 2022, the Company had 3,283, 3,403 and 3,265 employees respectively, excluding temporary employees. We believe our relations with our employees are generally positive with very minor instances of industrial action in recent times.
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The following table shows the number of our full-time employees as of December 31, 2024, 2023 and 2022 on a consolidated basis, broken down by region:
| 2024 |
| 2023 |
| 2022 | |
North America |
| 883 |
| 995 |
| 980 |
Spain |
| 590 |
| 566 |
| 551 |
France |
| 876 |
| 873 |
| 921 |
South Africa |
| 431 |
| 465 |
| 293 |
Rest of the world |
| 503 |
| 504 |
| 520 |
Total number of employees |
| 3,283 |
| 3,403 |
| 3,265 |
Collective bargaining agreements (“CBAs”) are applicable to our operations in Spain, France, South Africa, Argentina, Norway, the United States, Canada and Venezuela. Despite very limited cases of industrial action in countries such as France and Spain, we remain subject to the risk of union disputes and work stoppages at our facilities, which could have a material adverse effect on our business. See “Item 3.D.—Key Information—Risk Factors”.
In Spain, the production stoppages at the three manufacturing facilities in Spain (Boo, Sabón and Monzón) which were initiated during the fourth quarter of 2022 due to unsustainable energy costs meant that employees were placed on furlough arrangements while the plants remain idled throughout 2023. The measures which regulated the furlough arrangements were the result of negotiated agreements with the employee representatives at each plant. These agreements had an expiry date of December 2023. An extension agreement with the unions was signed in December 2023 to enable continued furlough arrangements through June 2024. These arrangements were sparsely enacted due to operating levels in Spain throughout 2024.
The Ferroglobe National CBA in Spain applicable to all Spanish operations was due for renewal at the beginning of 2023 and negotiations were initiated accordingly. The existing furlough arrangements in Spain limited progress in CBA negotiations. Industrial action resulted in a limited 24-hour strike, which did not impact our operations. A CBA agreement was completed in September 2024 with effect through December 2025. Local CBA agreements were also signed before December 31, 2024 at all Spanish sites. These will be effective until the end of 2025.
In France, all employees are covered by the Convention Collective Nationale de la Chimie. This agreement does not have an expiration date. There is a mandatory annual negotiation with the trade unions representing the employees following the new election process in October 2024, primarily to determine compensation and certain other employee-related measures. The 2024 salary negotiation meetings occurred in the first quarter of 2024. The next mandatory negotiations are scheduled for the first half of 2025.
A 24-hour strike was called by the unions in late September 2024 in protest against the unilateral withdrawal by the Company from the profit-sharing agreement signed in 2016 (called prime d’intéressement). The agreement expired in December 2024 and will be renegotiated in the first half of 2025.
Profit sharing amounts and incentive payments resulting from these profit-sharing agreements (called prime d’intéressement and prime de participation) were paid to employees in 2022, 2023 and 2024.
At Ferroglobe Mangan Norge AS in Norway, three trade unions are represented among the employees. There is a collective bargaining agreement in place for all trade unions. This agreement was renegotiated in April 2024, together with a 2024 salary increase. The next mandatory negotiations are scheduled for the first half of 2025.
In South Africa, the wage agreement for the TCM Delmas mine expired in February 2023 and a new two-year wage agreement was concluded through February 2025. A two-year wage agreement was concluded for the Emalahleni plant in 2022 and the agreement expired in June 2024. A new two-year agreement has been negotiated and will run through June 2026. The Polokwane plant was restarted in October 2022 and most of the employees in the bargaining unit were appointed in September 2022. The compensation and benefits for these employees were reviewed in July 2024 and all the employees
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were placed in a retirement fund to which the Company contributes 10% and the employees 7%. Currently there is still no recognized trade union at the plant.
In the United States, the Selma, Alabama facility has been idle since December 2023 with the related CBA expiring in July 2024. Given that the plant continues to remain idle and there are no hourly employees at the facility, there was no renewal of the CBA. The prior CBA at the Alloy West Virginia facility expired in Q1 2025 and has subsequently been renewed for a three-years period. The CBA for the Bridgeport, Alabama facility was renegotiated in February 2024 and expires in March 2026.
Union employees in Argentina work under an annual National contract valid through April 2025. However, given Argentina's macroeconomic dynamics, salary adjustments are negotiated every 3 months, including trigger clauses that are activated if inflation exceeds the agreed-upon target.
In Canada, union employees at the Bécancour plant in Québec are covered by a Union Certification held by SCEP, Local 184. The corresponding collective bargaining agreement at the Bécancour facility runs through April 2027.
In the People’s Republic of China, at our Huantie facility (previously known as Yonvey), there is a labor union committee, supervised by the local labor union and required by it to enter into annual agreements on matters such as collective representation, collective salary negotiation and the protection of women’s rights. The collective salary agreement in force at Huantie remains in effect until April 2025, when negotiations will start for a new agreement.
E. Share Ownership
The following table presents information relating to the beneficial ownership of our ordinary shares as of the date of this Annual Report by each of our named executive officers and directors.
The number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any ordinary shares over which the individual has sole or shared voting power or investment power as well as any ordinary shares that the individual has the right to acquire within 60 days of April 1, 2025 through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares held by that person.
The percentage of ownership is based on 186,625,871 ordinary shares outstanding as of April 1, 2025. Ordinary shares that may be acquired by an individual or group within 60 days of April 1, 2025, pursuant to the exercise of options, are
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deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
| Number of Shares |
| Percentage of | |
Beneficially Owned | Outstanding Shares | |||
Directors and Executive Officers: |
|
|
| |
Javier López Madrid (1) |
| 1,428,157 |
| * |
Marco Levi (2) |
| 839,592 |
| * |
Beatriz Garcia Cos Muntañola (3) |
| 213,967 | * | |
Bruce L. Crockett |
| 46,000 |
| * |
Stuart E. Eizenstat |
| 72,121 |
| * |
Manuel Garrido y Ruano |
| 870 |
| * |
Marta de Amusategui y Vergara |
| 78,220 |
| * |
Juan Villar-Mir de Fuentes |
| — |
| — |
Rafael Barrilero Yarnoz | — | — | ||
Nicolas De Santis | — | — | ||
Belen Villalonga | — | — | ||
Silvia Villar-Mir de Fuentes | 73,990 | * | ||
Directors and Executive Officers as a Group |
| 2,752,917 |
|
* | Less than one percent (1%) |
The options referred to above were issued under the Ferroglobe PLC Equity Incentive Plan (EIP) under which awards may be made to selected employees of the Company. Awards under the EIP have been made to members of senior management, including to Mr. López Madrid, Mr. Levi and Ms. Garcia-Cos, over ordinary shares in the capital of the Company and have a strike price of nil, except the options granted in 2021 which have a strike of $0.01. The options vest and become exercisable three years from the date of grant, except in the case of the options granted in 2020 which vested and became exercisable four years from the date of grant, in each case to the extent that performance conditions are satisfied, and subject to continued service with the Company, remain exercisable until the tenth anniversary of their grant date. In the case of the options granted in 2021 the options vested on January 1, 2024.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following table presents information relating to the beneficial ownership of our ordinary shares as of the date of this Annual Report by:
| ● | each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding ordinary shares. |
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Percentage of ownership is based on 186,625,871 shares outstanding (excluding those held in Treasury).
| Number of Shares |
| Percentage of | ||
Beneficially Owned | Outstanding Shares | ||||
Grupo Villar Mir, S.A.U. 1 |
| 67,515,434 |
| 36.2 | % |
Cooper Creek Partners Management LLC 2 | 14,990,483 | 8.0 | % |
1Based on information set forth in a Schedule 13G/A filed with the SEC by Grupo Villar Mir, S.A.U on October 28, 2024. The address of Grupo Villar Mir, S.A.U. is Torre Espacio, Paseo de la Castellana, 259 D, Planta 46N, 28046 Madrid, Spain.
2Based on information set forth in a Schedule 13G/A filed with the SEC by Cooper Creek Partners Management LLC on February 14, 2024. The address of Cooper Creek Partners Management LLC is 501 Madison Avenue, Suite 302, New York, NY 10022.
As of December 31, 2024, 2023 and 2022, the percentage of ownership of Grupo Villar Mir, S.A.U was 36.2%, 40.1% and 40.7% respectively. For more information about Grupo VM’s influence over the Company, see “Item 7.B.—Related Party Transactions—Grupo VM shareholder agreement”.
The Company’s shareholders do not have different voting rights.
As of April 1, 2025, Ferroglobe had four record holders in the United States, holding all of our outstanding shares. One of these shareholders is Cede & Co, the nominee of The Depository Trust Company. The shares held by Cede & Co as record holder are beneficially owned by U.S. holders and non-U.S. holders.
B. Related Party Transactions
The following includes a summary of material transactions with any: (i) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with us, (ii) associates, (iii) individuals owning, directly or indirectly, an interest in the voting power of the Company, that gives them significant influence over us, and close members of any such individual’s family, (iv) key management personnel, including directors and senior management of such companies and close members of such individuals’ families or (v) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (iii) or (iv) or over which such person is able to exercise significant influence.
Grupo VM shareholder agreement
On November 21, 2017, we entered into an amended and restated shareholder agreement with Grupo VM (the “Grupo VM Shareholder Agreement”), as amended on January 13, 2021, and July 29, 2021 that contains various rights and obligations with respect to Grupo VM’s ordinary shares, including in relation to the appointment of directors and dealings in the Company’s shares. It sets out a maximum number of directors (the “Maximum Number”) designated by Grupo VM (each,
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a “Grupo VM Director”) dependent on the percentage of share capital in the Company held by Grupo VM. The Maximum Number is three, if Grupo VM’s percentage of the Company’s shares is greater than 25%; two if the percentage is greater than 15% but less than 25%; and one if the percentage is greater than 10% but less than 15%. As at the date of this Annual Report, the Board of Directors of the Company has three Grupo VM Directors pursuant to the Grupo VM Shareholder Agreement: Javier Lopez Madrid, Juan Villar-Mir de Fuentes and Manuel Garrido y Ruano. Additionally, Silvia Villar-Mir de Fuentes is affiliated with Grupo VM.
Under the Grupo VM Shareholder Agreement, Grupo VM has the right to submit the names of one or more director candidates (a “Grupo VM Nominee”) to the Nominations Committee (now referred to as the Nominations and Governance Committee) for consideration to be nominated or appointed as a director as long as it holds 10% or more of Company’s shares. If the Nominations Committee does not recommend a Grupo VM Nominee for nomination or appointment or if the requisite approval of the Board of Directors is not obtained in accordance with the Articles, Grupo VM shall, in good faith, and as promptly as possible but in all cases within 30 days, submit the names of one or more additional (but not the same) Grupo VM Nominees for approval. Grupo VM shall continue to submit the names of additional (but not the same) Grupo VM Nominees until such time as the favorable recommendation of the Nominations Committee and requisite approval of the Board of Directors are obtained. On December 23, 2015, Grupo VM designated Javier López Madrid to serve as the Executive Vice-Chairman of the Board in connection with the closing of the Business Combination. Upon the resignation of Alan Kestenbaum as Executive Chairman of the Board, Mr. López Madrid was appointed as Executive Chairman of the Board effective December 31, 2016. Mr. López Madrid was Chairman of the Nominations Committee until it was replaced by the Nominations and Governance Committee on May 26, 2023.
The Board of Directors are prohibited from filling a vacancy created by the death, resignation, removal or failure to win re-election (a “Casual Vacancy”) of a Grupo VM Director other than with a Grupo VM Nominee. Grupo VM shall have the right to submit a Grupo VM Nominee for appointment to fill a Casual Vacancy only if the Casual Vacancy was created by the death, resignation, removal or failure to win re-election of a Grupo VM Director. Grupo VM does not have the right to submit a Grupo VM Nominee for appointment to fill a Casual Vacancy if the number of Grupo VM Directors equals or exceeds the Maximum Number. In connection with any meeting of shareholders to elect directors, the number of Grupo VM Nominees in the slate of nominees recommended by the Board of Directors must not exceed the Maximum Number.
Subject to certain exceptions, Grupo VM has preemptive rights to subscribe for up to its proportionate share of any shares issued in connection with any primary offerings. The Grupo VM Shareholder Agreement (i) also restricts the ability of Grupo VM and its affiliates to acquire additional shares and (ii) contains a standstill provision that limits certain proposals and other actions that can be taken by Grupo VM or its affiliates with respect to the Company, in each case, subject to certain exceptions, including prior Board approval. The Grupo VM Shareholder Agreement also restricts the manner by which, and persons to whom, Grupo VM or its affiliates may transfer shares. On February 3, 2016, during an in person meeting of our Board, the Board approved the purchase of up to 1% of the shares by Javier López Madrid in the open market pursuant to Section 5.01(b)(vi) of the Grupo VM Shareholder Agreement.
The Grupo VM Shareholder Agreement will terminate on the first date on which Grupo VM and its affiliates hold less than 10% of the outstanding Shares.
Agreements with executive officers and key employees
We have entered into agreements with our executive officers and key employees. See “Item 6.A.—Directors, Senior Management and Employees—Directors, Senior Management and Employees.”
VM Energía and Energya VM
Under contracts entered into with Ferroglobe Spain Metals, S.A.U. (“Ferroglobe Spain Metals”) and Ferroglobe Monzón, S.L. (“Ferroglobe Monzón”), Villar Mir Energía, S.L.U. (“VM Energía”) or Energya VM Gestión de Energía, S.L.U. (“Energya VM”), as applicable, supplies the energy needs of the Boo, Sabón and Monzón electrometallurgy facilities as a broker in the wholesale power market. The contracts were first entered into in 2010 and have been renewed several times since. The contracts allow Ferroglobe Spain Metals and Ferroglobe Monzón to buy energy from the grid at market
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conditions without incurring costs normally associated with operating in the complex wholesale power market, as well as to apply for fixed price arrangements in advance from VM Energía or Energya VM, as applicable, based on the energy markets for the power, period and profile applied for. The contracts have a term of one year, which can be extended by the mutual consent of the parties to the contract. The agreements were renewed for an additional year in December 2024. The relevant contracting party within the Ferroglobe group pays VM Energía a service charge in addition to paying for the cost of energy purchase from the market. For the fiscal year ended December 31, 2024, Ferroglobe Spain Metals and Ferroglobe Monzón’s obligations to make payments to VM Energía or Energya VM under their respective agreements for the purchase of energy plus the service charge amounted to $45,053 thousand and $9,763 thousand, respectively ($24,635 thousand and $10,691 thousand, respectively, in 2023 and $95,401 thousand, $37,317 thousand, respectively, in 2022). These contracts are similar to contracts Ferroglobe Spain Metals signs with other third-party brokers.
Under contracts entered into with Ferroglobe Ramsa Mining, S.A. (“RAMSA”) and Ferrroglobe Cuarzos Industriales Mining S.A.U. (“CISA”), Energya VM supplies the energy needs of the mining facilities operated by those companies as a broker in the wholesale power market. The contracts were entered into in 2010 and 2012 and were most recently extended for an additional year in December 2024. For the fiscal year ended December 31, 2024, RAMSA and CISA’s obligations to make payments to VM Energía or Energya VM under their respective agreements amounted to $663 thousand and $299 thousand respectively ($779 thousand and $359 thousand, respectively, in 2023, and $1,152 thousand and $460 thousand, respectively, in 2022).
Additionally, for the fiscal year ended December 31, 2024, 2023 and 2022, Energya VM invoiced other subsidiaries of Ferroglobe Spain Metals for a total amount of $461 thousand, $636 thousand and $647 thousand, respectively.
In June 2020, Ferroglobe Monzón and VM Energía entered into a collaboration agreement by virtue of which VM Energía is allowed to use Monzón’s grid connection point and high voltage electrical assets for a PV installation project, electricity from which will be supplied to Ferroglobe Monzón.
In February 2021, FerroAtlántica de Sabón and VM Energía entered into a collaboration agreement by virtue of which VM Energía is allowed to use Sabón’s grid connection point and high voltage electrical assets for a PV installation project, electricity from which will be supplied to FerroAtlántica de Sabón. On September 30, 2021, Ferroglobe Spain Metals (formerly Grupo FerroAtlántica, S.A.U) absorbed its subsidiary FAU Sabón assuming all the rights and obligations derived from this contract.
In December 2021, Ferroglobe Spain Metals entered into an agreement with VM Energía to assist in the identification of counterparties and intermediation for the closing of long-term power purchase agreements. The agreement extended for a new three-month period and automatic renewals with a thirty day prior notice for its termination. This obligation from this prior agreement was later included in the three PPAs entered into on December 27, 2023 by Ferroglobe Spain Metals and VM Energía, and as such this agreement was terminated.
From March 1, 2023 to May 31, 2023, Ferroglobe Spain Metals entered into eleven swap contracts with Energya VM, its current power supplier, to pay a fix cost for the energy supplied to Sabón during those months. The framework agreement to execute swap transactions during 2024 was extended and Ferroglobe Spain Metals entered into 10 swap contracts with Energya VM during 2024.
In September 2023, Ferroglobe Spain Metals and Ferroglobe Monzón entered into voltage control center agreements for the three plants, Boo, Sabón and Monzón, necessary for the participation in the Active Response Demand system effective from January 2024.
On October 31, 2023, Ferroglobe Spain Metals and Energya VM entered into a Power Purchase Agreement (PPA). Under this PPA, Energya VM supplies 30,000 MWh/year from November 1, 2023, to June 30, 2027.
On December 27, 2023, Ferroglobe Spain Metals and VM Energía entered into three Power Purchase Agreements (PPAs). Under those PPAs, VM Energía, or a VM Energía subsidiary, will supply to Sabón 285,000 MWh/year on a pay as produced basis during 10 years from the commencement of operation of the plants which is expected in 2028.
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On November 11, 2024, Ferroglobe Spain Metals and Mowe Eólica, a VM Energía subsidiary, entered into a Power Purchase Agreement (PPA). Under this PPAs, VM Energía, or a VM Energía subsidiary, will supply to Sabón 35,400 MWh/year on a pay as produced basis during 10 years from the commencement of operation of the plants which is expected in 2029.
Other agreements with other related parties
Under the terms of a loan agreement entered into on July 24, 2015 between Ferroglobe Spain Metals (formerly FerroAtlántica) and Inmobiliaria Espacio, S.A. (“IESA”), the ultimate parent of Grupo VM, FerroAtlántica extended to IESA a credit line for treasury purposes of up to $20 million, of which $2.6 million (the “Loan”) remained outstanding. The Company has written off this amount as of December 31, 2024. The credit line runs year on year for a maximum period of 10 years and amounts outstanding under it (including the Loan) bear interest annually at the rate equal to the EURIBOR three-month rate plus 2.75 percentage points. The availability of the credit line may be cancelled at the end of any year or at any time by IESA.
Calatrava RE, a Luxembourg affiliate of Grupo VM, is a reinsurer of the Company’s global marine and property insurance programs. The property and marine cargo insurances are placed with Mapfre Global Risks S.A. with whom the Company contracts for the provision of this insurance. There are no contracts directly in place between the Company and Calatrava RE.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
We have included the Consolidated Financial Statements prepared in accordance with IFRS as part of this Annual Report. See “Item 18.—Financial Statements.”
Legal proceedings
In the ordinary course of our business, Ferroglobe is subject to lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes and employment, environmental, health and safety matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations, claims and proceedings, we do not believe any currently-pending legal proceeding to which Ferroglobe is a party will have a material adverse effect on our business, results of operations, or financial condition.
Asbestos-related claims
Certain former employees of Ferroglobe France, SAS (formerly known as Pechiney Electrometallurgie, S.A and then known as FerroPem, SAS (“Ferroglobe France”)) may have been exposed to asbestos at its plants in France (Le Giffre which closed in 1993 and Marignac which closed in 2003) in the decades prior to Ferroglobe Group’s purchase of that business in December 2004. During the period in question, Ferroglobe France was wholly-owned by Pechiney Bâtiments, S.A., which had certain indemnification obligations to Ferroglobe pursuant to the 2004 Share Sale and Purchase Agreement under which Ferroglobe acquired Ferroglobe France. Judicial cases were also filed for alleged exposure to asbestos at the Anglefort and Pierrefitte plants, and in late 2024 the Company received information on pre-litigation cases relating to the alleged exposure to asbestos at the Laudun and Montricher plants. As of December 31, 2024, more than 100 such employees have alleged asbestos-related injury to the French social security agencies. Most of these cases include assertions of “inexcusable negligence” (“faute inexcusable”) which, if upheld, may lead to material liability in the
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aggregate on the part of Ferroglobe France. Ferroglobe France’s inexcusable negligence has been recognized by the Courts in most cases given that it is deemed to have taken over all asbestos liabilities from Pechiney and Ferroglobe France has no record of Pechiney’s compliance with asbestos regulation during the years when asbestos was installed. While the potential liability to Ferroglobe France is in the aggregate material, the damages to be paid to the claimants has in many cases been successfully reduced. In some cases, experts are appointed by the Court to examine the employees’ medical condition for the purpose of assess the proper amount of damages. When relevant, the cases are litigated. Other employees may declare further asbestos-related injuries in the future, and may likewise assert inexcusable negligence. Litigation against, and material liability on the part of, Ferroglobe France will not necessarily arise in each case, and to date a majority of such declared injuries have been minor and have not led to significant liability on Ferroglobe France’s part. Whether liability for “inexcusable negligence” will be found is determined case-by-case, often over a period of years, depending on the evolution of the claimant’s asbestos-related condition, the possibility that the claimant was exposed while working for other employers and, where asserted, the claimant’s ability to prove inexcusable negligence on Ferroglobe France’s part. As of December 31, 2024 and 2023, the Company has recorded $587 thousand and $611 thousand, respectively, in Provisions in the statements of financial position.
Matters pertaining to Mr. López Madrid
The legal proceedings described below are pending in Spain in which Mr. López Madrid has been called as “investigado” by a Spanish criminal investigative court. At the conclusion of criminal investigatory proceedings, the relevant Spanish court may determine to withdraw the investigation without issuing formal charges, excuse certain parties previously called “investigado” on the basis that there is insufficient evidence to issue formal charges, or issue formal charges or indictments against specific named parties.
In February 2016, Mr. López Madrid was called as “investigado” by a Spanish investigative court in connection with the “Púnica” investigation into possible bribery relating to awards of public contracts. This matter is comprised of two related investigations. The court for the “Pieza 9” investigation has dismissed the case against Mr. López Madrid. In the “Pieza 8” investigation, the court is pending resolution of a motion to dismiss filed by Mr. López Madrid.
In connection with this matter, a further investigation (the “Lezo” investigation) was initiated and, in April 2017, Mr. López Madrid was questioned in relation to an alleged payment in 2007 of €1.4 million in favor of public officials by Obrascón Huarte Lain, S.A. (“OHL”), a company listed in Spain and at the time partially owned by Grupo VM. Mr. López Madrid was a non-executive director of OHL at the time of the alleged payment and has never held executive responsibility at OHL. Charges have been filed in connection with the “Lezo” investigation, and Mr. López Madrid has filed his defense brief vehemently denying the allegations against him. A trial date is pending to be set for this matter.
In March 2014, Mr. López Madrid filed a criminal complaint in a Spanish court against a dermatologist who had previously treated his family, alleging that she had harassed Mr. López Madrid, his family and associates through anonymous phone calls and messages making false accusations and serious threats, which were received daily over a period of several months. The Court dismissed the claim in late 2024.
In April 2014, the dermatologist filed a criminal complaint in another Spanish court against Mr. López Madrid for harassment. The oral trial was scheduled for October 2024, but it has been postponed to 2026. In a subsequent expansion of the claim, the investigative court investigated an accusation that Mr. López Madrid hired a former police commissioner to harass and physically assault the dermatologist. The prosecutor's office, which initially requested that the facts be investigated, has finally requested that an acquittal be issued. On January 23, 2025, the Fourth Section of the Criminal Division of the National High Court dismissed the case but was reversed on April 1, 2025 by the Appeals Chamber of the National High Court. Mr. López Madrid intends to appeal the decision to the Spanish Supreme Court.
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Dividend policy
Our Board intends to declare annual (or final) dividends and interim dividends, payable quarterly, to be reviewed each year, but this will depend upon many factors, including the amount of our distributable profits as defined below. Pursuant to the Articles, and subject to applicable law, the Company may by ordinary resolution declare dividends (which shall not exceed the amounts recommended by the Board), and the Board may decide to pay interim dividends. The Articles provide that the Board may pay any dividend if it appears to them that the profits available for distribution permit the payment. Under English law, dividends may only be paid out of distributable reserves of the Company or distributable profits, defined as accumulated realized profits not previously utilized by distribution or capitalization less accumulated realized losses to the extent not previously written off in a reduction or reorganization of capital duly made, as reported to Companies House, and not out of share capital, which includes the share premium account. Further, a U.K. public company may only make a distribution if the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves, and if, and to the extent that, the distribution does not reduce the amount of those assets to less than such aggregate. Distributable profits are determined in accordance with generally accepted accounting principles at the time the relevant accounts are prepared. The amount of Ferroglobe’s distributable profits is thus a cumulative calculation. Ferroglobe may be profitable in a single year but unable to pay a dividend if the profits of that year do not offset all the previous years’ accumulated losses. The shareholders of Ferroglobe may by ordinary resolution on the recommendation of the Board decide that the payment of all or any part of a dividend shall be satisfied by transferring non-cash assets of equivalent value, including shares or securities in any corporation.
The declaration and payment of future dividends to holders of our shares will be at the discretion of our Board and will depend upon many factors, including, in addition to the amount of our distributable profits, our financial condition, earnings, legal requirements, and restrictions in our debt agreements and other factors deemed relevant by our Board of Directors. In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, the payment of which may be restricted by the laws of their respective jurisdictions of organization, their respective agreements, and/or covenants under future indebtedness that we or they may incur.
B. Significant Changes
Not applicable.
ITEM 9. THE OFFER AND LISTING
| A. | Offer and Listing Details |
See “Item 9.C. Markets” below.
B. Plan of Distribution
Not applicable.
C. Markets.
Our ordinary shares are listed for trading on the Nasdaq Capital Market in USD under the symbol “GSM.”
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D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital.
Not applicable.
B. Memorandum and Articles of Association.
For additional information about our ordinary shares, please see Exhibit 2.1 to this Annual Report on Form 20-F. A copy of the Articles of Ferroglobe PLC is attached as Exhibit 1.1 to this Annual Report on Form 20-F.
Registration and Purpose
We are registered with the Registrar of Companies for England and Wales under the registration number 9425113, and our affairs are governed by the provisions of our Articles and we are subject to the laws of England and Wales.
The U.K. Companies Act 2006 (the “Companies Act”) abolishes the need for an objects clause in the Articles and, as such, our objects are unrestricted.
Board Matters
Powers and Function
The members of the Board, subject to the restrictions contained in the Articles, are responsible for the management of the Company’s business, for which purpose they may exercise all our powers whether relating to the management of the business or not. In exercising their powers, the members of the Board must perform their duties to us under English law. These duties include, among others:
•to act within their powers and in accordance with the Articles;
• | to act in a way that the directors consider, in good faith, would be most likely to promote our success for the benefit of its members as a whole (having regard to a list of non-exhaustive factors); |
•to exercise independent judgment;
•to exercise reasonable care, skill and diligence;
•to avoid conflicts of interest;
•not to accept benefits from third parties; and
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•to declare interests in proposed transactions/arrangements.
The Articles provide that the members of the Board may delegate any of the powers which are conferred on them under the Articles to such committee or person, by such means (including by power of attorney), to such an extent and on such terms and conditions, as they think fit.
Share Qualification of Directors
A director is not required to hold any ordinary shares by way of qualification.
Board Decision-Making
The Articles provide that any director may call a meeting of the Board. Subject to the provisions of the Companies Act, the Executive Chairman may also call general meetings on behalf of the Board. The quorum for such a meeting will be at least a majority of the directors then in office.
Except as otherwise provided in the Articles, a decision may be taken at a duly convened Board meeting with the vote of a majority of the directors present at such meeting who are entitled to vote on such question and each director will have one vote.
A director shall not be counted in the quorum present in relation to a matter or resolution on which he is not entitled to vote (or when his vote cannot be counted) but shall be counted in the quorum present in relation to all other matters or resolutions considered or voted on at the meeting. Except as otherwise provided by the Articles, a director shall not vote at a meeting of the Board or a committee of the Board on any resolution concerning a matter in which he has, directly or indirectly, an interest (other than an interest in ordinary shares, debentures or other securities of, or otherwise in or through, us) which could reasonably be regarded as likely to give rise to a conflict with our interests.
Unless otherwise determined by us by ordinary resolution, the remuneration of the non-executive directors for their services in the office of director shall be as the Board may from time to time determine. Any director who holds any executive office or who serves on any committee of the Board or who performs services which the Board considers go beyond the ordinary duties of a director may be paid such special remuneration (by way of bonus, commission, participation in profits or otherwise) as the Board may determine. However, the Companies Act requires “quoted” companies, such as the Company, to obtain a binding vote of shareholders on the directors’ remuneration policy at least once every three years and an annual advisory (non-binding) shareholders’ vote on an on the directors’ remuneration in the financial year being reported on and how the directors’ remuneration policy will be implemented in the following financial year.
Directors’ Borrowing Powers
Under our Board’s general power to manage our business, our Board may exercise all the powers to borrow money.
Matters Requiring Majority of Independent Directors Approval
Prior to the first date after the date of adoption of the Articles on which Grupo VM and its affiliates in the aggregate beneficially own less than 10% of the issued ordinary shares of the Company (the “Sunset Date”), the approval of a majority of the independent directors (who are not conflicted in relation to the relevant matter) shall be required to authorize any transaction agreement or arrangement between Grupo VM or any of its affiliates or connected persons and the Company or any of its affiliates, or the alteration amendment, repeal or waiver of any such agreement, including any shareholders’ agreement between the Company and Grupo VM.
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Composition and Nomination of the Board
Pursuant to the Articles, the Board will consist of at least two directors and no more than 11 directors. The directors are nominated by the Board, after being recommended to the Board by the Nominations and Governance Committee, for appointment at a general meeting or appointed by the Board where permitted to do so by law. When a person has been approved by the Board for nomination for election as a director at a general meeting of the Company, prior to Sunset Date, Grupo VM and its affiliates shall not vote against the election of that director at the general meeting unless a majority of its nominees on the Board have voted against such nomination. At every annual general meeting, all the directors shall retire from office and will be eligible, subject to applicable law, for nomination for re-appointment in accordance with the Articles.
The Board shall constitute a committee (the Nominations and Governance Committee) to perform the function of recommending a person for director. The Nominations and Governance Committee shall consist of three directors, a majority of whom shall be independent directors, as such term is defined in the Nasdaq rules and applicable law. While Grupo VM and its affiliates own at least 30% of the ordinary shares of the Company, the Grupo VM nominees will be entitled to nominate not more than two-fifths of the members of the Nominations and Governance Committee.
Director Removal or Termination of Appointment
The general meeting of shareholders will, at all times, have the power to remove a member of the Board by an ordinary resolution, being a resolution passed by a simple majority of votes cast. The Articles also provide that a member of the Board will cease to be a director as soon as:
• | the director ceases to be a director by virtue of any provision of the Companies Act (including, without limitation, section 168) or he becomes prohibited by applicable law from being a director; |
•the director becomes bankrupt or makes any arrangement or composition with the director’s creditors generally;
• | a registered medical practitioner who is treating that person gives a written opinion to us stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; |
• | by reason of the director’s mental health a court makes an order which wholly or partly prevents the director from personally exercising any powers or rights he would otherwise have; |
•the director resigns from office by notice in writing to us;
• | in the case of a director who holds any executive office, the director’s appointment as such is terminated or expires and the Board resolves that he should cease to be a director; |
• | the director is absent for more than six consecutive months, without permission of the Board, from meetings of the Board held during that period and the Board resolves that the director should cease to be a director; or |
•the director dies.
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Director Liability
Under English law, members of the Board may be liable to us for negligence, default, breach of duty or breach of trust in relation to us. Any provision that purports to exempt a director from such liability is void. Subject to certain exceptions, English law does not permit us to indemnify a director against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to us. The exceptions allow us to:
• | purchase and maintain director and officer insurance against any liability attaching in connection with any negligence, default, breach of duty or breach of trust owed to us; |
• | provide a qualifying third party indemnity provision which permits us to indemnify its directors (and directors of an “associated company” (i.e., a company that is a parent, subsidiary or sister company of Ferroglobe) in respect of proceedings brought by third parties (covering both legal costs and the amount of any adverse judgment), except for: (i) the legal costs of an unsuccessful defense of criminal proceedings or civil proceedings brought by us an associated company, or the legal costs incurred in connection with certain specified applications by the director for relief where the court refuses to grant the relief; (ii) fines imposed in criminal proceedings; and (iii) penalties imposed by regulatory bodies; |
• | loan funds to a director to meet expenditure incurred in defending civil and criminal proceedings against him or her (even if the action is brought by us), or expenditure incurred applying for certain specified relief, but subject to the requirement for the director or officer to reimburse us if the defense is unsuccessful; and |
• | provide a qualifying pension scheme indemnity provision, (which allows us to indemnify a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with such company’s activities as a trustee of the scheme (subject to certain exceptions). |
Indemnification Matters
Under the Articles, subject to the provisions of the Companies Act and applicable law, we will exercise all of our powers to (i) indemnify any person who is or was a director (including by funding any expenditure incurred or to be incurred by him or her) against any loss or liability, whether in connection with any proven or alleged negligence, default, breach of duty or breach of trust by him or her or otherwise, in relation to us or any associated company; and/or (ii) indemnify to any extent any person who is or was a director of an associated company that is a trustee of an occupational pension scheme (including by funding any expenditure incurred or to be incurred by him or her) against any liability, incurred by him or her in connection with our activities as trustee of an occupational pension scheme; including insurance against any loss or liability or any expenditure he or she may incur, whether in connection with any proven or alleged act or omission in the actual or purported execution or discharge of his or her duties or in the exercise or purported exercise of his or her powers or otherwise in relation to his or her duties, power or offices, whether comprising negligence, default, breach of duty, breach of trust or otherwise, in relation to the relevant body or fund.
Under the Articles and subject to the provisions of the Companies Act, we may exercise all of our powers to purchase and maintain insurance for or for the benefit of any person who is or was a director, officer or employee of, or a trustee of any pension fund in which our employees are or have been interested, including insurance against any loss or liability or any expenditure he or she may incur, whether in connection with any proven or alleged act or omission in the actual or purported execution or discharge of his or her duties or in the exercise or purported exercise of his or her powers or otherwise in relation to his or her duties, power or offices, whether comprising negligence, default, breach of duty, breach of trust or otherwise, in relation to the relevant body or fund.
No director or former director shall be accountable to us or the members for any benefit provided pursuant to the Articles. The receipt of any such benefit shall not disqualify any person from being or becoming a director.
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General Meeting
The Board shall convene and the Company shall hold general meetings as annual general meetings in accordance with the Companies Act. The Board may call general meetings whenever and at such times and places as it shall determine. Subject to the provisions of the Companies Act, the executive chairman of the Company may also call general meetings on behalf of the Board. On requisition of members pursuant to the provisions of the Companies Act, the Board shall promptly convene a general meeting in accordance with the requirements of the Companies Act.
Subject to the provisions of the Companies Act, an annual general meeting and all other general meetings shall be called by at least such minimum period of notice as is prescribed or permitted under the Companies Act.
All provisions of the Articles relating to general meetings of the Company shall apply, mutatis mutandis, to every separate general meeting of the holders of any class of shares in the capital of the Company.
C. Material Contracts
Except as otherwise disclosed in this Annual Report on Form 20-F (including the Exhibits) and below, we are not currently, and have not been in the past two years, party to any material contract, other than contracts entered into in the ordinary course of business.
North American revolving line of credit
See “Item 5.B—Liquidity and Capital Resources—North American revolving line of credit” and “Item 5.B—Liquidity and Capital Resources—Availability of Funds” for information about our ABL Revolver.
Reinstated Senior Notes
Pursuant to the Exchange Offer, Ferroglobe PLC, the UK Issuer and Globe offered to eligible holders of the Old Notes the opportunity to exchange any and all of the Old Notes for new 9.375% senior secured notes due 2025 issued by the UK Issuer and Globe.
The Reinstated Senior Notes are governed by an indenture (the “Reinstated Senior Notes Indenture”) entered into by, among others, Ferroglobe and Globe, as issuers, GLAS Trustees Limited, as trustee, Global Loan Agency Services Limited, as paying agent, GLAS Trust Corporation Limited, as security agent, and the guarantors named therein. The Reinstated Senior Notes are guaranteed on a senior basis by Ferroglobe and each subsidiary of Ferroglobe that guarantees the UK Issuer’s obligations under the Super Senior Notes (other than Globe) (the “Reinstated Senior Notes Guarantors”). The Reinstated Senior Notes mature on December 31, 2025 and are secured by the same collateral that secures the Super Senior Notes.
The Reinstated Senior Notes, and the guarantees thereof, are general secured, senior obligations of Ferroglobe and Globe and the Reinstated Senior Notes Guarantors, as applicable, and will rank senior in right of payment to any and all of the existing and future indebtedness of Ferroglobe, Globe and the Reinstated Senior Notes Guarantors, as applicable, that is expressly subordinated in right of payment to the Reinstated Senior Notes and such guarantees, as applicable.
Ferroglobe and Globe may redeem all or, from time to time, part of the Reinstated Senior Notes upon not less than 10 nor more than 60 days’ notice to the holders, at the following redemption prices: (i) at any time prior to July 31, 2022, Ferroglobe and Globe may redeem all or part of the Reinstated Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the date of redemption, plus a “make whole” premium, (ii) during the twelve-month period beginning on July 31, 2022, at a redemption price of 104.6875% of the principal amount of the Reinstated Senior Notes being redeemed plus accrued and unpaid interest and additional amounts, (iii) during the twelve-month period beginning on July 31, 2023, at a redemption price of 102.34375% of the principal amount of the Reinstated Senior Notes being redeemed plus accrued and unpaid interest and additional amounts, (iv) during the twelve-month period beginning on July 31, 2024, at a redemption price of
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101% of the principal amount of the Reinstated Senior Notes being redeemed plus accrued and unpaid interest and additional amounts, and (v) from July 31, 2025, at a redemption price of 100% of the principal amount of the Reinstated Senior Notes being redeemed plus accrued and unpaid interest and additional amounts.
The Reinstated Senior Notes Indenture require us to offer to repurchase all or any part of each holder’s Reinstated Senior Notes upon the occurrence of a change of control, as defined in the Reinstated Senior Notes Indenture, at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest thereon, to the date of purchase. A change of control will occur upon the acquisition of 35% or more of the total voting power of our shares by persons other than certain permitted holders including Grupo VM and such permitted holders “beneficially own” directly or indirectly in the aggregate the same or a lesser percentage of the total voting power of our shares than such other “person” or “group” of related persons. However, the Reinstated Senior Notes Indenture states that no change of control shall occur or be deemed to occur by reason of:
| 1. | any enforcement of rights or exercise of remedies under the GVM Share Pledge, including any sale, transfer or other disposal or disposition of the shares in Ferroglobe in connection there with; |
| 2. | any disposal by Grupo VM of its shares in Ferroglobe where the purpose of that transaction is to facilitate the repayment or discharge (in full or in part) of the GVM Loan and the proceeds of sale are promptly applied towards such repayment or discharge; or |
| 3. | any mandatory offer (or analogous offer) required under the City Code on Takeovers and Mergers or any analogous regulation applied in any jurisdiction as a consequence of a transaction under limb (1) or (2) above, |
provided that, if any transaction under paragraphs (1) to (3) above occurs which, but for such paragraph(s), would be a “Change of Control” as a consequence of any person or persons (other than Tyrus) (x) acquiring any voting stock of Ferroglobe PLC (or any other successor company) or (y) being or becoming the “beneficial owner” of the voting power of any voting stock of Ferroglobe PLC (or any other successor company) (such person(s), the “Controlling Shareholder”):
| ● | the Controlling Shareholder has within 60 days of that transaction and at its election: |
| o | paid to the Holders, on a pro rata basis, a fee in an aggregate amount equal to the product of(i) the aggregate principal amount outstanding of the Reinstated Senior Notes, (ii) 0.02 and (iii)the number of years (or part-thereof, with any part of a year calculated on the basis of the number of days divided by 360) from the payment date of such fee to December 31, 2025; or |
| o | made an offer to all Holders to purchase one-third of the Notes on a pro rata basis at a price equal to 101% of the principal amount of such Notes plus accrued and unpaid interest; or |
| ● | either or both of the Issuers within 60 days of that transaction has made an offer to all Holders to repurchase or purchase (as applicable), or has otherwise redeemed, one-third of the Note son a pro rata basis at a price equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, resulting in such repurchased, purchased or redeemed Notes being cancelled, and provided further that the Controlling Shareholder is not a Restricted Person. |
Where:
“GVM Loan” means any financing provided by Tyrus to Grupo VM or owing by Grupo VM to Tyrus, from time to time.
“GVM Share Pledge” means any share pledge or charge or other similar security over the shares in Ferroglobe PLC held by Grupo VM granted by Grupo VM in support of or as collateral for its obligations under any Grupo VM Loan from time to time.
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“Restricted Person” means any person that: (a) is listed on the United States Specifically Designated Nationals and Blocked Persons List; the European Union Consolidated List of Persons, Groups and Entities subject to EU Financial Sanctions; or the United Kingdom Consolidated List of Financial Sanctions Targets (each a “Sanctions List”); (b) is owned or controlled by a person identified on a Sanctions List, to the extent that such ownership or control results in such person being subject to the same restrictions as if such person were themselves identified on the corresponding Sanctions List; (c) is located in or incorporated under the laws of a country or territory that is the target of comprehensive sanctions imposed by the United States, which for the purposes of this Agreement, as at the date of signature of this Agreement by the last of its signatories are Iran, Syria, Cuba, the Crimea Region, and North Korea; (d) has, within the last five years, been prosecuted by a relevant authority in the United States, the United Kingdom or any member state of the European Union, in relation to a breach of securities laws (in so far as such prosecution relates to insider dealing, unlawful disclosure, market manipulation or prospectus liability) or criminal laws relating to fraud or anti-corruption, save for instances where the prosecution has concluded and did not result in any criminal or civil settlement or penalty being imposed in relation to such breaches; or (e) is a Subsidiary of a person described in (d) above.
The Reinstated Senior Notes Indenture restricts, among other things, the ability of Ferroglobe and its restricted subsidiaries to:
| ● | borrow or guarantee additional indebtedness; |
| ● | pay dividends, repurchase shares and make distributions of certain other payments; |
| ● | make certain investments; |
| ● | create certain liens; |
| ● | merge or consolidate with other entities; |
| ● | enter into certain transactions with affiliates; |
| ● | sell, lease or transfer certain assets, including shares of any restricted subsidiary of Ferroglobe; and |
| ● | guarantee certain types of other indebtedness of Ferroglobe and its restricted subsidiaries without also guaranteeing the Reinstated Senior Notes. |
All remaining Reinstated Senior Notes were redeemed in full in February 2024.
D. Exchange Controls
See “Item 10.B.—Memorandum and Articles of Association—Other English Law Considerations—Exchange Controls.”
E. Taxation.
U.S. federal income taxation
The following is a discussion of the material U.S. federal income tax consequences to U.S. shareholders (as defined below) of the ownership and disposition of ordinary shares. The discussion is based on and subject to the Internal Revenue Code of 1986 (“the Code”), the U.S. Treasury Regulations promulgated thereunder, administrative rulings and court decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. The discussion applies only to U.S. shareholders that acquire ordinary shares in exchange for cash and hold ordinary shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). The discussion also assumes that we will not be treated as a U.S. corporation under Section 7874 of the Code. The discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular U.S.
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shareholders in light of their personal circumstances, including any tax consequences arising under the Medicare contribution tax on net investment income, or to such shareholders subject to special treatment under the Code, such as:
| ● | banks, thrifts, mutual funds, insurance companies, and other financial institutions; |
| ● | real estate investment trusts (REITs) and regulated investment companies (RICs); |
| ● | traders in securities who elect to apply a mark-to-market method of accounting; |
| ● | brokers or dealers in securities or foreign currency; |
| ● | tax-exempt organizations or governmental organizations; |
| ● | individual retirement and other deferred accounts; |
| ● | U.S. shareholders whose functional currency is not the USD; |
| ● | U.S. expatriates and former citizens or long-term residents of the United States; |
| ● | “Passive foreign investment companies,” “controlled foreign corporations,” and corporations that accumulate earnings to avoid U.S. federal income tax; |
| ● | persons subject to the alternative minimum tax; |
| ● | shareholders who hold ordinary shares as part of a straddle, hedging, conversion, constructive sale or other risk reduction transaction; |
| ● | “S corporations,” partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes or other pass-through entities (and investors therein); |
| ● | persons that actually or constructively own 10% or more of our voting stock; and |
| ● | shareholders who received their ordinary shares through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan. |
The discussion does not address any non-income tax consequences or any foreign, state or local tax consequences. For purposes of this discussion, a U.S. shareholder means a beneficial owner of ordinary shares who is:
| ● | an individual who is a citizen or resident of the United States; |
| ● | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any subdivision thereof, or that is otherwise treated as a U.S. tax resident under the Code; |
| ● | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
| ● | a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes. |
If a partnership, including for this purpose any entity that is treated as a partnership for U.S. federal income tax purposes, holds ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner
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and the activities of the partnership. A U.S. holder that is a partnership and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the ownership and disposition of ordinary shares.
Prospective purchasers are urged to consult their tax advisors with respect to the U.S. federal income tax consequences to them of the purchase, ownership and disposition of ordinary shares, as well as the tax consequences to them arising under U.S. federal tax laws other than those pertaining to income tax (including estate or gift tax laws), state, local and non-U.S. tax laws, as well as any applicable income tax treaty.
Dividends and other distributions on ordinary shares
Dividends will generally be taxed as ordinary income to U.S. shareholders to the extent that they are paid out of current or accumulated earnings and profits, as determined under U.S. federal income tax principles. As such, subject to the following discussion of special rules applicable to PFICs (as defined below) and, assuming that ordinary shares continue to be listed on the Nasdaq and certain holding-period requirements are met, the gross amount of the dividends paid to U.S. shareholders may be eligible to be taxed at lower rates applicable to dividends paid by a “qualified foreign corporation.” Dividends paid by us will not qualify for the dividends received deduction under Section 243 of the Code otherwise available to corporate shareholders. In general, and subject to the discussion below, the dividend income will be treated as foreign source passive income for U.S. federal foreign tax credit limitation purposes. The rules relating to the determination of the U.S. foreign tax credit are complex and U.S. shareholders should consult their tax advisors to determine whether and to what extent a credit would be available.
To the extent that the amount of any dividend exceeds our current and accumulated earnings and profits for a taxable year, the excess will first be treated as a tax-free return of capital, causing a reduction in the U.S. shareholder’s adjusted basis in ordinary shares. The balance of any excess will be taxed as capital gain, which would be long-term capital gain if the U.S. shareholder has held the ordinary shares for more than one year at the time the dividend is received.
It is possible that we are, or at some future time will be, at least 50% owned by U.S. persons. Dividends paid by a foreign corporation that is at least 50% owned by U.S. persons may be treated as U.S. source income (rather than foreign source passive income) for foreign tax credit purposes to the extent the foreign corporation has more than an insignificant amount of U.S. source income. The effect of this rule may be to treat a portion of any dividends paid by us as U.S. source income, which may limit a U.S. shareholder’s ability to claim a foreign tax credit with respect to foreign taxes payable or deemed payable in respect of the dividends or other foreign source passive income. The Code permits a U.S. shareholder entitled to benefits under the United Kingdom-United States Income Tax Treaty to elect to treat any dividends paid by us as foreign source income for foreign tax credit purposes if the dividend income is separated from other income items for purposes of calculating the U.S. shareholder’s foreign tax credit with respect to U.K. taxes withheld, if any, on the distribution of such dividend income. U.S. shareholders should consult their own tax advisors about the desirability and method of making such an election.
We generally intend to pay dividends in USD. If we were to pay dividends in a foreign currency or other property, the amount of any such dividend will be the USD equivalent value of the foreign currency or other property distributed by us, calculated, in the case of foreign currency, by reference to the exchange rate on the date the dividend is includible in the U.S. shareholder’s income, regardless of whether the payment is in fact converted into USD on the date of receipt. Generally, a U.S. shareholder should not recognize any foreign currency gain or loss if the foreign currency is converted into USD on the date the payment is received. However, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. shareholder includes the dividend payment in income to the date such U.S. shareholder actually converts the payment into USD will be treated as ordinary income or loss. That currency exchange or loss (if any) generally will be income or loss from U.S. sources for foreign tax credit purposes.
Sale, exchange or other taxable disposition of ordinary shares
Subject to the following discussion of special rules applicable to PFICs, a U.S. shareholder will generally recognize taxable gain or loss on the sale, exchange or other taxable disposition of ordinary shares in an amount equal to the difference
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between the amount realized on such taxable disposition and the U.S. shareholder’s tax basis in the ordinary shares. A U.S. shareholder’s initial tax basis in ordinary shares generally will equal the cost of such ordinary shares.
The source of any such gain or loss is generally determined by reference to the residence of the shareholder such that it generally will be treated as U.S. source income for foreign tax credit limitation purposes in the case of a sale, exchange or other taxable disposition by a U.S. shareholder. However, the Code permits a U.S. shareholder entitled to benefits under the United Kingdom-United States Income Tax Treaty to elect to treat any gain or loss on the sale, exchange or other taxable disposition of ordinary shares as foreign source income for foreign tax credit purposes if the gain or loss is sourced outside of the United States under the United Kingdom-United States Income Tax Treaty and such gain or loss is separated from other income items for purposes of calculating the U.S. shareholder’s foreign tax credit. U.S. shareholders should consult their own tax advisors about the desirability and method of making such an election.
Gain or loss realized on the sale, exchange or other taxable disposition of ordinary shares generally will be capital gain or loss and will be long-term capital gain or loss if the ordinary shares have been held for more than one year. Non-corporate U.S. shareholders (including individuals) generally will be subject to U.S. federal income tax on long-term capital gain at preferential rates. The deduction of capital losses is subject to limitations.
Passive foreign investment company considerations
As a foreign corporation, we will be treated as a “passive foreign investment company” (a “PFIC”) under the Code for any taxable year in which, after the application of certain look-through rules, (1) at least 75% of our gross income is “passive income” as that term is defined in the relevant provisions of the Code, or (2) at least 50% of the value of our assets (determined on the basis of a quarterly average) produce “passive income” or are held for the production of “passive income.” The determination as to PFIC status is made annually. If a U.S. shareholder is treated as owning PFIC stock, the U.S. shareholder will be subject to special rules generally intended to reduce or eliminate the benefit of the deferral of U.S. federal income tax that results from investing in a foreign corporation that does not distribute all of its earnings on a current basis. These rules may adversely affect the tax treatment to a U.S. shareholder of dividends paid by us and of sales, exchanges and other dispositions of ordinary shares, and may result in other adverse U.S. federal income tax consequences.
We do not expect to be treated as a PFIC for the current taxable year, and we do not expect to become a PFIC in the future. However, there can be no assurance that the IRS will not successfully challenge this position or that we will not become a PFIC at some future time as a result of changes in our assets, income or business operations. U.S. shareholders should consult their own tax advisors about the determination of our PFIC status and the U.S. federal income tax consequences of holding ordinary shares if we are considered a PFIC in any taxable year.
Information reporting and backup withholding
In general, information reporting requirements may apply to dividends received by U.S. shareholders of ordinary shares and the proceeds received on the disposition of ordinary shares effected within the United States (and, in certain cases, outside the United States), paid to U.S. shareholders other than certain exempt recipients (such as corporations). Backup withholding may apply to such amounts if the U.S. shareholder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9) or is otherwise subject to backup withholding. The amount of any backup withholding from a payment to a U.S. shareholder will be allowed as a refund or credit against the U.S. shareholder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
Individuals that own “specified foreign financial assets” with an aggregate value of more than $50,000 (or higher threshold for some married individuals and individuals living abroad) may be required to file an information report (IRS Form 8938) with respect to such assets with their U.S. tax returns. Ordinary shares generally will constitute specified foreign financial assets subject to these reporting requirements, unless the ordinary shares are held in an account at a financial institution (which, in the case of a foreign financial account, may also be subject to reporting). Additionally, under finalized regulations, a domestic corporation, domestic partnership, or trust (as described in Section 7701(a)(30)(E) of the Code) which is formed or availed of for purposes of holding, directly or indirectly, specified foreign financial assets may be treated as an individual for purposes of these rules. U.S. shareholders should consult their own tax advisors regarding
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information reporting requirements relating to their ownership of ordinary shares, and the significant penalties to which they may be subject for failure to comply.
United Kingdom taxation
The following paragraphs are intended as a general guide to current U.K. tax law and HM Revenue & Customs published practice applying as at the date of this Annual Report (both of which are subject to change at any time, possibly with retrospective effect) relating to the holding of ordinary shares. They do not constitute legal or tax advice and do not purport to be a complete analysis of all U.K. tax considerations relating to the holding of ordinary shares. They relate only to persons who are absolute beneficial owners of ordinary shares (and where the ordinary shares are not held through an Individual Savings Account or a Self-Invested Personal Pension) and who are resident for tax purposes in (and only in) the U.K. (except to the extent that the position of non-U.K. resident persons is expressly referred to).
These paragraphs may not relate to certain classes of holders of ordinary shares, such as (but not limited to):
| ● | persons who are connected with the Company; |
| ● | insurance companies; |
| ● | charities; |
| ● | collective investment schemes; |
| ● | pension schemes; |
| ● | brokers or dealers in securities or persons who hold ordinary shares otherwise than as an investment; |
| ● | persons who have (or are deemed to have) acquired their ordinary shares by virtue of an office or employment or who are or have been officers or employees of the Company or any of its affiliates; and |
| ● | individuals who are subject to U.K. taxation on a remittance basis. |
These paragraphs do not describe all of the circumstances in which holders of ordinary shares may benefit from an exemption or relief from U.K. taxation. It is recommended that all holders of ordinary shares obtain their own tax advice. In particular, non-U.K. resident or domiciled persons are advised to consider the potential impact of any relevant double tax agreements.
Dividends
Withholding tax
Dividends paid by the Company will not be subject to any withholding or deduction for or on account of U.K. tax, irrespective of the residence or particular circumstances of the shareholders.
Income tax
An individual holder of ordinary shares who is resident for tax purposes in the U.K. may, depending on his or her particular circumstances, be subject to U.K. tax on dividends received from the Company. An individual holder of ordinary shares who is not resident for tax purposes in the U.K. should not be chargeable to U.K. income tax on dividends received from the Company unless he or she carries on (whether solely or in partnership) any trade, profession or vocation in the U.K. through a branch or agency to which the ordinary shares are attributable (subject to certain exceptions for trading through independent agents, such as some brokers and investment managers).
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A nil rate of income tax applies to the first £2 thousand of dividend income received by an individual shareholder in a tax year prior to the 2022-2023 tax year (the “Nil Rate Amount”), regardless of what tax rate would otherwise apply to that dividend income. This was reduced to £1 thousand from April 6, 2023 and further reduced to £500 from April 6, 2024. Any dividend income received by an individual shareholder in a tax year in excess of the Nil Rate Amount will be subject to income tax at dividend rates determined by thresholds of income, as follows:
| ● | at the rate of 8.75%, to the extent that the relevant dividend income falls below the threshold for the higher rate of income tax; |
| ● | at the rate of 33.75%, to the extent that the relevant dividend income falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax; and |
| ● | at the rate of 39.35%, to the extent that the relevant dividend income falls above the threshold for the additional rate of income tax. |
Dividend income that is within the dividend Nil Rate Amount counts towards an individual’s basic or higher rate limits and will therefore potentially affect the level of savings allowance to which an individual is entitled, and the rate of tax that is due on any dividend income in excess of the Nil Rate Amount. In calculating into which tax band any dividend income over the nil rate falls, savings and dividend income are treated as the highest part of an individual’s income. Where an individual has both savings and dividend income, the dividend income is treated as the top slice.
Corporation tax
Corporate holders of ordinary shares which are resident for tax purposes in the U.K. should not be subject to U.K. corporation tax on any dividend received from the Company so long as the dividends qualify for exemption (as is likely) and certain conditions are met (including anti-avoidance conditions).
Chargeable gains
A disposal of ordinary shares by a shareholder resident for tax purposes in the U.K. may, depending on the shareholder’s circumstances and subject to any available exemptions or reliefs, give rise to a chargeable gain or an allowable loss for the purposes of U.K. capital gains tax and corporation tax on chargeable gains.
If an individual holder of ordinary shares who is subject to U.K. income tax at either the higher or the additional rate becomes liable to U.K. capital gains tax on the disposal of ordinary shares, the applicable rate will be 20%. For an individual holder of ordinary shares who is subject to U.K. income tax at the basic rate and liable to U.K. capital gains tax on such disposal, the applicable rate would be 10%, save to the extent that any capital gains exceed the unused basic rate tax band. In that case, the rate applicable to the excess would be 20%. No indexation allowance will be available to an individual holder of ordinary shares in respect of any disposal of such shares. However, the capital gains tax annual exempt amount (which was reduced from £6,000 to £3,000 from 6 April 2024) may be available to exempt any chargeable gain, to the extent that the exemption has not already been utilized.
If a corporate holder of ordinary shares becomes liable to U.K. corporation tax on the disposal of ordinary shares, the main rate of U.K. corporation tax (increased from 19% to 25% on 1 April 2023) would apply. An indexation allowance may be available to such a holder to give an additional deduction based on the indexation of its base cost in the shares by reference to U.K. retail price inflation over its holding period (if the shares were acquired before December 2017). An indexation allowance can only reduce a gain on a future disposal, and cannot create a loss. The U.K. substantial shareholding exemption could also be available provided certain requirements are met.
A holder of ordinary shares which is not resident for tax purposes in the U.K. should not normally be liable to U.K. capital gains tax or corporation tax on chargeable gains on a disposal of ordinary shares, unless certain conditions are met for the non-resident capital gains tax provisions to apply. However, an individual holder of ordinary shares who has ceased to be resident for tax purposes in the U.K. for a period of less than five years and who disposes of ordinary shares during that
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period may be liable on his or her return to the U.K. to U.K. tax on any capital gain realized (subject to any available exemption or relief).
Stamp duty and Stamp Duty Reserve Tax (“SDRT”)
The discussion below relates to holders of ordinary shares wherever resident.
Transfers of interest in ordinary shares within a clearance service or depositary receipt system should not give rise to a liability to U.K. stamp duty or SDRT, provided that no instrument of transfer is entered into and that no election that applies to the ordinary shares is or has been made by the clearance service under Section 97A of the U.K. Finance Act 1986.
Transfers of ordinary shares within a clearance service where an election has been made by the clearance service under Section 97A of the U.K. Finance Act 1986 will generally be subject to SDRT (rather than U.K. stamp duty) at the rate of 0.5% of the amount or value of the consideration.
Transfers of ordinary shares that are held in certificated form will generally be subject to U.K. stamp duty at the rate of 0.5% of the consideration given (rounded up to the nearest £5). An exemption from U.K. stamp duty is available for a written instrument transferring an interest in ordinary shares where the amount or value of the consideration is £1,000 or less, and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds £1,000. SDRT may be payable on an agreement to transfer such ordinary shares, generally at the rate of 0.5% of the consideration given in money or money’s worth under the agreement to transfer the ordinary shares. This charge to SDRT would be discharged if an instrument of transfer is executed pursuant to the agreement which gave rise to SDRT and U.K. stamp duty is duly paid on the instrument transferring the ordinary shares within six years of the date on which the agreement was made or, if the agreement was conditional, the date on which the agreement became unconditional. The stamp duty would be duly accounted for if it is paid, an appropriate relief is claimed or the instrument is otherwise certified as exempt.
If ordinary shares (or interests therein) are subsequently transferred into a clearance service or depositary receipt system, the transfer should be exempt from U.K. stamp duty and SDRT if it is done in the course of capital-raising arrangements, following amendments introduced in the U.K. Finance Act 2024. To the extent that such transfer is not so exempt, then a 1.5% charge to stamp duty or SDRT may arise on the transfer under Sections 67, 70, 93 and 96 of the U.K. Finance Act 1986. Specific advice should be sought in such circumstances.
F. Dividends and Paying Agents.
Not applicable.
G. Statement by Experts.
Not applicable.
H. Documents on Display.
We have filed this Annual Report on Form 20-F with the SEC under the U.S. Exchange Act. Statements made in this Annual Report as to the contents of any document referred to are not necessarily complete. With respect to each such document filed as an exhibit to this Annual Report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.
We are subject to the informational requirements of the U.S. Exchange Act and file reports and other information with the SEC.
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The SEC maintains a website that contains reports and other information about issuers, such as us, that file electronically with the SEC. The address of that website is www.sec.gov.
As a foreign private issuer, we are exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements and will not be required to file proxy statements with the SEC, and its officers, directors and principal shareholders will be exempt from the reporting and “short swing” profit recovery provisions contained in Section 16 of the U.S. Exchange Act.
I. Subsidiary Information.
Not applicable.
J. Annual Report to Security Holders.
The Company expects to furnish Ferroglobe PLC’s Annual Report and Accounts for the fiscal year ended December 31, 2024, in electronic format as an exhibit to a report on Form 6-K.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Ferroglobe operates in an international and cyclical industry which exposes it to a variety of financial risks such as currency risk, liquidity risk, interest rate risk, credit risk and risks relating to the price of finished goods, raw materials and power.
The Company’s management model aims to minimize the potential adverse impact of such risks upon the Company’s financial performance. Risk is managed by the Company’s executive management, supported by the Risk Management, Treasury and Finance functions. The risk management process includes identifying and evaluating financial risks in conjunction with the Company’s operations and quantifying them by project, region and subsidiary. Management provides written policies for global risk management, as well as for specific areas such as foreign currency risk, credit risk, interest rate risk, liquidity risk, the use of hedging instruments and derivatives, and investment of surplus liquidity.
For more information about the Company’s financial risk management, see Note 29 Financial risk management of the consolidated financial statements.
Market risk
Market risk is the risk that the Company’s future cash flows or the fair value of its financial instruments will fluctuate because of changes in market prices. The primary market risks to which the Company is exposed are foreign currency risk, interest rate risk and risks related to prices of finished goods, raw materials (principally coal and manganese ore) and power.
Foreign exchange rate risk
Ferroglobe generates sales revenue and incurs operating costs in various currencies. The prices of finished goods are to a large extent determined in international markets, primarily in USD and Euros. Foreign currency risk is partly mitigated by the generation of sales revenue, the purchase of raw materials and other operating costs being denominated in the same currencies. Although it has done so on occasions in the past, and may decide to do so in the future, the Company does not generally enter into foreign currency derivatives in relation to its operating cash flows.
Interest rate risk
Ferroglobe is exposed to interest rate risk in respect of its financial liabilities that bear interest at floating rates. These primarily comprise bank borrowings and other financial liabilities.
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As of December 31, the Company’s interest-bearing financial liabilities were as follows:
2024 | ||||||
Fixed rate | Floating rate | Total | ||||
| U.S.$'000 |
| U.S.$'000 |
| U.S.$'000 | |
Bank borrowings (Note 17) | 14,831 | 42,331 | 57,162 | |||
Obligations under leases (Note 18) | 69,452 | — | 69,452 | |||
Debt instruments (Note 19) | — | 10,135 | 10,135 | |||
Other financial liabilities (Note 20) | 52,380 | 19,484 | 71,864 | |||
136,663 | 71,950 | 208,613 | ||||
(*) Other financial liabilities comprise loans from government agencies (see Note 20 Other Financial Liabilities of the consolidated financial statements).
2023 | ||||||
Fixed rate | Floating rate | Total | ||||
| U.S.$'000 |
| U.S.$'000 |
| U.S.$'000 | |
Bank borrowings (Note 17) | 15,865 | 30,683 | 46,548 | |||
Obligations under leases (Note 18) | 66,250 | — | 66,250 | |||
Debt instruments (Note 19) | 154,780 | — | 154,780 | |||
Other financial liabilities (Note 20) | 57,218 | 20,224 | 77,442 | |||
294,113 | 50,907 | 345,020 | ||||
(*) Other financial liabilities comprise loans from government agencies (see Note 20 Other Financial Liabilities of the consolidated financial statements).
Power risk
Power generally constitutes one of the larger expenses for most of Ferroglobe’s products. Ferroglobe focuses on minimizing energy prices and unit consumption throughout its operations by concentrating its silicon and manganese-based alloy production during periods when energy prices are lower. In 2024, Ferroglobe’s total power consumption was 5,915 gigawatt-hours (5,834 in 2023), with power contracts that vary across its operations.
For the years ended December 31, 2024 and 2023, respectively, Ferroglobe engaged in discussions with energy companies to secure Power Purchase Agreements (“PPAs”) based on Solar and wind generation. Four PPAs were signed in July 2024 with a total volume of 150,000 MWh/year at a fixed price between 43 and 58 EUR/MWh. In November 2024, the Company entered into an additional PPA on a pay as produced basis at a maximum price of 50 EUR/MWh during 10 years from the commencement of operation of the plants which is expected in 2029. Two wind PPAs were signed in 2023 with a total volume of 130 GWh at a fixed price between 50 and 77 EUR/MWh, with one being cancelled in 2024. Additionally, in December, 2023, the Company entered into three PPAs to supply to Sabón 285 GWh/year on a pay as produced basis at a maximum price of 50 EUR/MWh for 10 years from the commencement of operation of the plants which is expected in 2028.
Certain of the Company’s subsidiaries have their power needs covered by a three-year agreement ending in 2025. Regulation enacted in 2015 enables French subsidiaries of the Company to benefit from reduced transmission tariffs, interruptibility compensation (an agreement whereby the companies agree to interrupt production in response to surges in demand across the French electricity grid), as well as receiving compensation for indirect carbon dioxide costs under the EU Emission Trading System (“ETS”) regulation.
Credit risk
Credit risk refers to the risk that a customer or counterparty will default on its contractual obligations resulting in financial loss. The Company’s main credit risk exposure related to financial assets is trade and other receivables.
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. The Company has established policies, procedures and controls relating to customer credit risk management. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, the Company insures its trade receivables with reputable credit insurance companies.
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Since October 2020, the Company entered into a factoring program where the receivables of some of the Company’s French and Spanish subsidiaries are advanced pursuant to a factoring arrangement. Additionally, in February 2022, a Company subsidiary signed a without recourse factoring agreement with Bankinter.
Liquidity risk
The purpose of the Company’s liquidity and financing policy is to ensure that the Company keeps sufficient funds available to meet its financial obligations as they fall due. The Company’s main sources of financing are as follows:
| ● | In 2021, the Company exchanged 98.6% of its $350 million aggregate principal amount of 9.375% senior unsecured notes due 2022 (the “Old Notes”) for total consideration of (i) $1,000 aggregate principal amount of the new 9.375% senior secured notes due in 2025 (the “Reinstated Senior Notes”) for each $1,000 aggregate principal amount of Old -notes, plus (ii) cash amount to $51.6 million, which the Company’s Parent applied as cash consideration for a subscription of new ordinary shares of the Company. In July 2023, the Company partially redeemed the Reinstated Senior Notes, for an aggregate principal amount of $150.0 million of the Reinstated Senior Notes plus accrued interest. In February 2024, the Company completed the full redemption of the Reinstated Senior Notes at 102.34375% of the principal amount plus accrued interest. |
| ● | In 2016, a Company subsidiary entered into a loan agreement with the Spanish Ministry of Industry, Tourism and Commerce (the “Ministry”) to borrow an aggregate principal amount of €44.9 million ($50.2 million) in connection with the industrial development projects relation to a silicon purification project at an annual interest rate of 3.6%. The Company is required to repay this loan in seven instalments commencing in 2023 and to be completed by 2030. As of December 31, 2024, and 2023 the amortized cost of the loan was $24,997 thousand and $34,427 thousand, respectively. |
| ● | In October 2020, the Company signed a factoring agreement with a financial institution for anticipating the collection of receivables of the Company’s European subsidiaries. During 2024, the factoring agreement provided upfront cash consideration of $427,772 thousand ($431,274 thousand in 2023). The Company has repaid $420,873 thousand ($454,576 thousand in 2023), recognizing bank borrowing debt of $35,059 thousand as of December 31, 2024 (2023: $30,683 thousand). |
| ● | In February 2022, a Company subsidiary signed an additional factoring agreement with Bankinter. This program offers the possibility to sell the receivables corresponding to 11 customers pre-approved by the bank and its credit insurer. |
| ● | In June 2022, a Company subsidiary entered into a five-year, $100 million asset-based revolving credit facility (the “ABL Revolver”), with BMO as lender and agent. The maximum amount available under the ABL Revolver is subject to a borrowing base test comprising North American inventory and accounts receivable. For the years ended December 31, 2024 and 2023, the Company drew down $32,000 thousand and $1,000 thousand, respectively, which has been fully repaid, yielding no balance due as the end of both years. |
| ● | In 2020, a Company subsidiary entered into a loan agreement with BNP Paribas to borrow an aggregate principal amount, interest-free, of €4.5 million ($5.3 million), to finance the Company’s activities in France. The French government guaranteed the loan in line with special measures taken in response to the COVID-19 pandemic. The loan is to be repaid by 2026. The Company is liable for a fee of 0.5% equal based on the total borrowed capital. |
| ● | In 2020, a Company subsidiary entered into a loan agreement with Investissement Québec to borrow an aggregate principal amount, interest-free, of CAD 7.0 million ($5.5 million) to finance its capital expenditures activities in Canada. The loan is to be repaid over a seven-year period, with payments deferred for the first three years from inception of the loan. |
| ● | In March, 2022, two Spanish Company subsidiaries and the Sociedad Estatal de Participaciones Industriales (“SEPI”), a Spanish state-owned industrial holding company affiliated with the Ministry of Finance and Administration, entered into a loan agreement of €34.5 million ($38.3 million). This loan is part of the SEPI fund |
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| intended to provide assistance to non-financial companies operating in strategically important sectors within Spain as a result of the COVID-19 pandemic. |
| ● | In September 2024, a U.S. Company subsidiary and Citizens entered into three lease schedules from October to December 2024 pursuant to terms and conditions of the Master Lease Agreement. The Company started to lease assets for a three or five-year period, receiving $6.1million upfront as part of a sale of assets to Citizen, as the lessor. In return, the Company will make monthly lease payments of $130 thousand over a 3-year period and $35 thousand over a 5-year period. |
| ● | The BME's (Spanish Stock Exchange) fixed income market admitted the Company’s Commercial Paper Program to trading for a maximum outstanding amount of EUR 50 million. The commercial paper to be issued under the program will have unit denominations of EUR 100 thousand with maturities up to two years. Under this program, the Company will be able to issue commercial paper flexibly over 12 months. This program is led by Bankinter as arranger and agent. In December 2024, Ferroglobe PLC issued 99 commercial paper units totalling EUR 9,900 thousand ($10,255 thousand) at a fixed rate of 5.88%. |
| ● | In December 2024, one of the Company’s French subsidiaries entered in a loan agreement with Banque Palatine to borrow an aggregate principal of €7,000 thousand ($7,272 thousand). This loan is guaranteed by a pledge on a future receivable consisting of the Anglefort plant Co2 compensation credits to be received from the French Government in the first half of 2025. This outstanding debt balance is due by September 2025 if the French Government fails to remit the relevant Co2 credits prior. This facility bears interest at Euribor 3-month plus 1%. |
| ● | In December 2024, Ferroglobe South Africa as borrower, Ferroglobe PLC as a guarantor and ABSA bank entered into the ABSA financing facility for a total amount of up to ZAR 350 million ($18.5 million). The amount available for drawdown is calculated based on collateral composed of eligible receivables and inventory. Drawdowns accrue interest at the Prime Rate (ZAR) less 1.18%. |
Safe Harbor
This Annual Report contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act and Section 21E of the U.S. Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. See “Cautionary Statements Regarding Forward-Looking Statements.”
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.
A. Debt Securities.
Not applicable.
B. Warrants and Rights.
Not applicable.
C. Other Securities.
Not applicable.
D. American Depositary Shares.
Not applicable.
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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.
A. Defaults
No matters to report.
B. Arrears and delinquencies
Not matters to report.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.
Not applicable.
ITEM 15. CONTROLS AND PROCEDURES.
| A. | Disclosure controls and procedures |
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer (Chief Executive Officer) and principal financial officer (Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosure. Disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, or fraud.
Based on the evaluation completed, we have concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting on a timely basis the information required to be included in periodic filings under the Exchange Act due to the existence of a material weakness in our internal control over financial reporting, as described below.
Notwithstanding the conclusion by our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures as of December 31, 2024 were ineffective, and notwithstanding the material weakness in our internal control over financial reporting described below, management has concluded that the consolidated financial statements included in this Annual Report fairly present in all material respects our financial position, results of operations and cash flows as of the dates presented and for the periods ended on such dates in accordance with the IFRS as issued by the IASB.
B. Management’s Annual Report on internal control over financial reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is designed by management to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our consolidated financial statements.
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An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, or fraud.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, based on criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on those criteria, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our internal control over financial reporting was not effective due to the existence of the material weakness described below.
Material weakness in internal control over financial reporting
A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
We have identified and disclosed in our Annual Report for the year ended December 31, 2024, the following material weakness in internal control over financial reporting:
-Control Activities
We have identified a deficiency in principles associated with the control activities component of the COSO framework. Specifically, this control deficiency constitutes a material weakness relating to the following principles: (i) selects and develops control activities and (ii) deploys control activities through policies that establish what is expected and procedures that put policies into action. Specifically, this material weakness primarily related to the following area:
- Impairment of Long-Lived Assets: review of proper elimination of intercompany activity and application of exchange rates for conversion of budgeted costs from local currency to USD.
This material weakness resulted in an error in the consolidated financial statements that was corrected prior to issuance.
Attestation Report of the Registered Public Accounting Firm
The Company’s independent registered public accounting firm, KPMG Auditores, S.L., who audited the consolidated financial statements included in this Annual Report issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
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C. Attestation report of the registered public accounting firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Ferroglobe PLC:
Opinion on Internal Control over Financial Reporting
We have audited Ferroglobe PLC and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes and financial statement schedule I (collectively, the consolidated financial statements), and our report dated April 25, 2025 expressed an unqualified opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness related to the control activities COSO component has been identified and included in management’s assessment. The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
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as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG Auditores, S.L.
Madrid, Spain
April 25, 2025
D.Changes in internal control over financial reporting
Except for the changes in connection with the material weakness identified above and our remediation of elements of our previously identified material weakness as discussed below, there have been no other changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
In order to address the material weakness disclosed in our 2023 Form 20-F, during 2024, management expanded the accounting and financial reporting departments and hired new employees with significant experience in SEC reporting and internal controls over financial reporting, created new controls and enhanced existing controls, worked closely with third-party service providers, accelerated the performance of General IT Controls, standardized control activities across locations, and reinforced the need for strong documentation when performing controls. We have also utilized the expertise of external advisors to further enhance our control framework and support in the documentation of key controls.
As a result of these strong efforts, we have remediated elements of the previously reported material weakness related to General IT Controls and Ferroglobe France.
Although the Company has dedicated a substantial effort to improve the internal control over financial reporting, our remediation efforts are ongoing. During 2025, we are performing the following steps to remediate the remaining material weakness described above, including:
| ● | Strengthening the controls over the review of intercompany activity and the review and application of exchange rates used in our impairment evaluation of long-lived assets. |
| ● | Accelerating the timing of preparation and review of our impairment evaluation of long-lived assets. |
| ● | Adding additional layers of review of our impairment evaluation of long-lived assets. |
We believe these actions will be sufficient to remediate the identified material weakness and further strengthen our internal control over financial reporting; however, there can be no guarantee that such remediation will be sufficient.
We will continue to monitor the effectiveness of our controls and will make any further changes management determines appropriate. The planned improvements will be subject of the Company’s annual evaluation and assessment of internal control over financial reporting. As we cannot consider the material weakness remediated until the actions described above have operated for a sufficient period of time, we will evaluate the results of our control assessments to determine whether these controls are operating effectively and whether the material weakness above has been remediated as of December 31, 2025.
125
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.
See “Item 6.A.—Directors and Senior Management” and “Item 6.C.—Directors, Senior Management and Employees—Board Practices—Committees of the Board of Directors—Audit Committee.” Our Board of Directors has determined that each of the Audit Committee members meets the requirements as an “audit committee financial expert” as that term is defined under the applicable rules of the SEC and is an “independent director” within the meaning of Nasdaq Stock Market Rule 5605(a)(2).
ITEM 16B. CODE OF ETHICS.
Our Board of Directors has adopted a Code of Conduct for our employees, officers and directors to govern their relations with current and potential customers, fellow employees, competitors, government and regulatory agencies, the media, and anyone else with whom Ferroglobe PLC has contact. Our Code of Conduct is publicly available on our website at www.ferroglobe.com.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table provides information on the aggregate fees billed by our principal accountant KPMG Auditores, S.L. (“KPMG”) in 2024 and 2023, to Ferroglobe PLC and subsidiaries, classified by type of service rendered for the periods indicated, in thousands of USD:
($ thousands) |
| 2024 |
| 2023 |
Audit Fees |
| 5,850 |
| 5,769 |
Audit-Related Fees |
| 116 |
| — |
Tax Fees |
| 4 |
| — |
All Other Fees | — | — | ||
Total |
| 5,970 |
| 5,769 |
For the year ended December 31, 2024, KPMG was the Company’s auditor for the consolidated financial statements and most local subsidiary statutory accounts. At the annual general meeting on June 18, 2024, the shareholders appointed KPMG as the Company’s auditor for a term of office of one year. Deloitte S.L, who acted as the Company’s auditor for the consolidated financial statements and most local subsidiary statutory accounts through fiscal year 2022, retained certain statutory account audits in 2024.
Audit Fees for services that KPMG provided in 2024 and 2023 are the aggregate fees billed for professional services in connection with the audit of our annual consolidated financial statements and statutory audits of our subsidiaries’ financial statements under the rules in which our subsidiaries are organized. Also included are quarterly limited reviews, audits of non-recurring transactions, consents and any audit services required for SEC or other regulatory filings.
Audit-Related Fees are fees charged for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, and are not restricted to those that can only be provided by the auditor signing the audit report. This category comprises fees billed for agreed upon procedures for grants and other financial compliance.
Tax Fees are fees billed for tax compliance, tax review and tax advice on actual or contemplated transactions.
All Other Fees comprise fees billed in relation to other services not accounted for under other categories.
126
Audit Committee’s policy on pre-approval of audit and permissible non-audit services of the independent auditor
Subject to shareholder approval of the independent auditor, the Audit Committee has the sole authority to appoint, retain or replace the independent auditor. The Audit Committee is also directly responsible for the compensation and oversight of the work of the independent auditor. These policies generally provide that we will not engage our independent auditors to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee. The Audit Committee’s pre-approval policy, which covers audit and non-audit services provided to us or to any of our subsidiaries, is as follows:
| ● | The Audit Committee shall review and approve in advance the annual plan and scope of work of the independent external auditor, including staffing of the audit, and shall (i) review with the independent external auditor any audit-related concerns and management’s response and (ii) confirm that any examination is performed in accordance with the relevant standards. |
| ● | The Audit Committee shall pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be performed for us by the independent auditors, to the extent required by law. The Audit Committee may delegate to one or more Committee members the authority to grant pre-approvals for audit and permitted non-audit services to be performed for us by the independent auditor, provided that decisions of such members to grant pre-approvals shall be presented to the full Audit Committee at its next regularly scheduled meeting. |
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.
During 2024, we repurchased our ordinary shares as described in the following table:
Period |
| (a) Total number of shares purchased |
| b) Average price paid per share | (c) Total number of shares purchased as part of publicly announced plans or programs (1) | (d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (1) | ||
September 1 to September 30, 2024 |
| 116,629 |
| 4.22 | 116,629 | 37,659,834 | ||
October 1 to October 31, 2024 | 500 | 4.20 | 500 | 37,659,334 | ||||
November 1 to November 30, 2024 | 238,271 | 4.12 | 238,271 | 37,421,063 | ||||
December 1 to December 31, 2024 |
| 242,807 |
| 3.92 | 242,807 | 37,178,256 | ||
Total |
| 598,207 |
| 4.06 | 598,207 | 37,178,256 |
| (1) | At the annual general meeting on June 18, 2024, shareholders granted authority to the Company to effect share repurchases. The Company is accordingly authorized for a period of five years to enter into contracts with appointed brokers under which the Company may undertake purchases of its ordinary shares provided that (i) the maximum aggregate number of ordinary shares hereby authorized to be purchased is 37,776,463, representing approximately 20% of the issued ordinary share capital, and (ii) additional restrictions under applicable U.S. securities laws are substantially complied with, including (but not limited to) the pricing limitations under Rule 10b-18(b)(3) of the U.S. Exchange Act, the volume limitations under Rules 10b-18(b)(4) and 10b18(c)(2) of the U.S. Exchange Act, the timing limitations under Rules 10b-18(b)(2) and 10b-18(c)(1) and the requirements with respect to the use of brokers or dealers under Rule 10b-18(b)(1) of the U.S. Exchange Act. |
127
As of December 31, 2024, the Company has repurchased a total of 598,207 shares for total consideration of $2,428 thousand. The average price paid per share was $4.06. The shares repurchased remained held in treasury at December 31, 2024.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE.
As a “foreign private issuer,” as defined by the SEC, although we are permitted to follow certain corporate governance practices of England and Wales, instead of those otherwise required under Nasdaq rules for domestic issuers, we intend to follow the Nasdaq corporate governance rules applicable to foreign private issuers. While we voluntarily follow most Nasdaq corporate governance rules, we intend to take advantage of the following limited exemptions:
| ● | Exemption from filing quarterly reports on Form 10-Q or providing current reports on Form 8-K disclosing significant events within four days of their occurrence; |
| ● | Exemption from Section 16 rules regarding sales of ordinary shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the U.S. Exchange Act; |
| ● | Exemption from the requirement that our Board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Currently, our Compensation Committee is composed of a majority of independent directors; and |
| ● | Exemption from the requirements that director nominees are selected, or recommended for selection by our Board, either by (1) independent directors constituting a majority of our Board’s independent directors in a vote in which only independent directors participate, or (2) a Nominations and Governance Committee composed solely of independent directors, and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted. |
Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) the Diverse Board Representation Rule (Rule 5605(f)) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). Although we are permitted to follow certain corporate governance rules that conform to England and Wales requirements in lieu of many of the Nasdaq corporate governance rules, we intend to continue complying with the Nasdaq corporate governance rules applicable to foreign private issuers. Accordingly, our shareholders will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.
For additional information see “Item 6.C.—Directors, Senior Management and Employees—Board Practices.”
ITEM 16H. MINE SAFETY DISCLOSURE
The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 16.1 to this Annual Report.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
128
ITEM 16J. INSIDER TRADING POLICIES
have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. Our insider trading policy is filed as Exhibit 11.1 to this Annual Report on Form 20-F.
ITEM 16K. CYBERSECURITY
that some of the information systems and other services have dependencies on external providers, Ferroglobe has processes to supervise the adequacy of said providers to the organization's control framework. Overseeing cybersecurity risks from vendors involves a proactive approach to monitor and manage potential threats through the evaluation of vendor security practices, compliance with standards, and risk exposure, implementation of controls, contractual agreements, and incident response plans and finally vigilance about vendor changes in order to adapt the risk management strategies if needed.
Our cybersecurity strategy aims to deploy efficient operational risk management techniques and safeguard intellectual property, proprietary information, and sensitive data, while minimizing operational and fraud losses to improve overall performance. The activities that develop said strategy involve identifying the source and severity of cybersecurity threats, implementing relevant impact analysis and recovery processes, and promptly informing the full Board of Directors about material cybersecurity threats and incidents.
Furthermore, our cybersecurity strategy focuses on the importance of raising awareness throughout the Company enabling our employees and other key personnel to effectively handle the ever-increasing amount of sophisticated security and social engineering attacks. Our security awareness program commenced in 2023 to improve awareness through training, including training workshops, reference materials and phishing simulations campaigns, among others. Our key areas of focus in 2025 and beyond are expected to include requiring further training to encourage our employees to report any suspicious activity they encounter. Additionally, as part of its annual Enterprise Risk Management assessment compiled and presented to the Board of Directors, the Company has incorporated and considered risks related to cybersecurity.
129
As noted, our Audit Committee has oversight responsibility for our cybersecurity practices, and we believe the directors of such committee collectively have the requisite experience, knowledge and visibility into the design and operation of our information security practices to fulfill this responsibility effectively. Further,
2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including with respect to our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurance that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see “Item 3.D —Risk Factors— Cybersecurity breaches and threats could disrupt our business operations and result in the loss of critical and confidential information.” Which is incorporated by reference into this Item 16K.
130
PART III
ITEM 17. FINANCIAL STATEMENTS.
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS.
Our consolidated financial statements are included at the end of this Annual Report.
ITEM 19. EXHIBITS.
Exhibit No. |
| Exhibit Description |
|---|---|---|
1.1 | ||
2.1* | ||
3.1 | ||
3.2 | ||
4.1† | ||
4.2† | ||
4.3† | ||
5.1 | ||
8.1* | List of Significant Subsidiaries (see Note 2 to the Consolidated Financial Statements) | |
11.1* | ||
12.1* | ||
12.2* | ||
13.1* | ||
131
Exhibit No. |
| Exhibit Description |
|---|---|---|
15.1* | ||
15.2* | ||
16.1* | ||
97.1 | ||
101* | Interactive Data Files formatted in iXBRL (Extensible Business Reporting Language) | |
104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101) |
† | Management contract or compensatory plan or arrangement |
* | Filed herewith |
132
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
Date: April 25, 2025 | ||
Ferroglobe PLC | ||
(Registrant) | ||
By: | /s/ Marco Levi | |
Marco Levi | ||
Principal Executive Officer | ||
By: | /s/ Beatriz García-Cos | |
Beatriz García-Cos | ||
Principal Accounting Officer | ||
133
FERROGLOBE PLC
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements as of December 31, 2024 and 2023 and for each of the three years ended December 31, 2024, 2023 and 2022
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Ferroglobe PLC:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Ferroglobe PLC and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes and financial statement schedule I (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 25, 2025 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-2
Valuation of property, plant and equipment for the Alloy and Puertollano cash-generating units
As discussed in Notes 4.4 and 8 to the consolidated financial statements, the Company´s consolidated property, plant and equipment balance was $487,196 thousand as of December 31, 2024, of which $68,095 thousand and $21,058 thousand related to the Alloy and Puertollano cash-generating units (CGUs), respectively. During 2024, the Company evaluated these CGUs for potential impairment by comparing their carrying amounts with their estimated recoverable amounts. The Company determines the estimated recoverable amount as the higher of fair value less costs of disposal or value in use.
We identified the valuation of property, plant and equipment for the Alloy and Puertollano CGUs as a critical audit matter. Subjective auditor judgment was required to evaluate the Company´s assumptions related to revenue projections, EBITDA projections, pre-tax discount rate and long-term growth rate for the Alloy CGU whose value-in-use was estimated using a discounted cash flow (DCF) model. Changes to these assumptions could have a significant impact on the estimated value-in-use. Subjective auditor judgment was also required to evaluate the methodology used and estimated fair value of the Puertollano CGU. Specialized skills and knowledge were also required to assess the recoverable values of both CGUs.
The following are the primary procedures we performed to address the critical audit matter:
| ● | We evaluated the revenue projections for the Alloy CGU against historical prices and third-party forecasted future market prices. |
| ● | We evaluated the EBITDA projections for the Alloy CGU by comparing them against the current and historical performance of other CGUs, the Company as a whole, and other companies in similar industries. |
| ● | We involved corporate valuation professionals with specialized skills and knowledge who assisted in: |
| o | evaluating the Company´s discount rate for the Alloy CGU by developing an independent estimate using publicly available market data for comparable entities |
| o | evaluating the terminal growth rate for the Alloy CGU by developing an independent estimate using market forecasts of long-term growth rates. |
| ● | We involved real estate valuation professionals with specialized skills and knowledge who assisted in assessing the estimated fair value of certain real estate in the Puertollano CGU based on comparable transactions. |
| ● | We involved personal property valuation professionals with specialized skills and knowledge who assisted in assessing the estimated fair value of certain industrial equipment in the Puertollano CGU by: |
| o | assessing the valuation methodology used by comparing it to commonly used valuation practices |
| o | evaluating the replacement cost by verifying the price indices used based on available market information for comparable equipment |
/s/
We have served as the Company’s auditor since 2023.
April 25, 2025
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Ferroglobe PLC
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of income, comprehensive income (loss), changes in equity and cash flows for the period ended December 31, 2022, and the related notes and the schedule I listed in the index as Appendix I (collectively referred to as the “financial statements”) of Ferroglobe PLC and subsidiaries (the “Company”). In our opinion, the financial statements present fairly, in all material respects, the results of the Company´s operations and its cash flows for the period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS-IASB”).
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
May 1, 2023
We began serving as the Company’s auditor in 1992. In 2023, we became the predecessor auditor.
F-4
FERROGLOBE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2024 AND 2023
(In USD thousands)
| Notes |
| 2024 |
| 2023 | |
ASSETS | ||||||
Non-current assets |
|
|
|
|
|
|
Goodwill |
| Note 6 |
| |
| |
Intangible assets |
| Note 7 |
| |
| |
Property, plant and equipment |
| Note 8 |
| |
| |
Other financial assets |
| Note 9 |
| |
| |
Deferred tax assets |
| Note 24 |
| |
| |
Receivables from related parties |
| Note 25 |
| |
| |
Other non-current assets |
| Note 11 |
| |
| |
Total non-current assets |
|
|
| |
| |
Current assets |
|
|
|
|
|
|
Inventories |
| Note 10 |
| |
| |
Trade receivables |
| Note 9 |
| |
| |
Other receivables | Note 9 | | | |||
Receivables from related parties |
| Note 25 |
| — |
| |
Current income tax assets |
| Note 24 |
| |
| |
Other financial assets |
| Note 9 |
| |
| |
Other current assets |
| Note 11 |
| |
| |
Restricted cash and cash equivalents | Note 9 | | | |||
Cash and cash equivalents |
| Note 9 |
| |
| |
Total current assets |
|
|
| |
| |
Total assets |
|
|
| |
| |
EQUITY AND LIABILITIES | ||||||
Equity |
|
|
|
|
|
|
Share capital |
|
|
| |
| |
Share Premium | | | ||||
Treasury Shares | ( | ( | ||||
Reserves |
|
|
| |
| |
Translation differences |
|
|
| ( |
| ( |
Valuation adjustments |
|
|
| |
| |
Result attributable to the Parent |
|
|
| |
| |
Equity attributable to the Parent | | | ||||
Non-controlling interests |
|
|
| |
| |
Total equity |
| Note 12 |
| |
| |
Non-current liabilities |
|
|
|
|
|
|
Deferred income |
| Note 14 |
| |
| |
Provisions |
| Note 15 |
| |
| |
Provisions for pensions | Note 16 | | | |||
Bank borrowings |
| Note 17 |
| |
| |
Lease liabilities |
| Note 18 |
| |
| |
Debt instruments | Note 19 | — | | |||
Other financial liabilities |
| Note 20 |
| |
| |
Deferred tax liabilities |
| Note 24 |
| |
| |
Other non-current liabilities |
| Note 23 |
| |
| |
Total non-current liabilities |
|
|
| |
| |
Current liabilities |
|
|
|
|
|
|
Provisions |
| Note 15 |
| |
| |
Provisions for pensions | Note 16 | | | |||
Bank borrowings |
| Note 17 |
| |
| |
Lease liabilities |
| Note 18 |
| |
| |
Debt instruments | Note 19 | | | |||
Other financial liabilities |
| Note 20 |
| |
| |
Payables to related parties |
| Note 25 |
| |
| |
Trade payables |
| Note 22 |
| |
| |
Income tax liabilities |
|
| |
| | |
Other current liabilities |
| Note 23 |
| |
| |
Total current liabilities |
|
|
| |
| |
Total equity and liabilities |
|
|
| |
| |
The accompanying notes and Appendix I are an integral part of the consolidated financial statements
F-5
FERROGLOBE PLC AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS FOR THE YEARS 2024, 2023 AND 2022
(In USD thousands, except share and per share data)
|
| Notes |
| 2024 |
| 2023 |
| 2022 |
|
|
|
|
|
|
|
| |
Sales |
| Note 27.1 |
| |
| |
| |
Raw materials and energy consumption for production1 |
| Note 27.2 |
| ( |
| ( |
| ( |
Other operating income |
| Note 27.3 |
| |
| |
| |
Staff costs |
| Note 27.4 |
| ( |
| ( |
| ( |
Other operating expense |
| Note 27.5 |
| ( |
| ( |
| ( |
Depreciation and amortization |
| Note 27.6 |
| ( |
| ( |
| ( |
Impairment loss |
| Note 27.8 |
| ( |
| ( |
| ( |
Other gain (loss) |
|
| |
| ( |
| ( | |
Operating profit |
|
|
| |
| |
| |
Finance income |
| Note 27.7 |
| |
| |
| |
Finance costs |
| Note 27.7 |
| ( |
| ( |
| ( |
Exchange differences |
|
|
| |
| ( |
| ( |
Profit before tax |
|
|
| |
| |
| |
Income tax expense |
| Note 24 |
| ( |
| ( |
| ( |
Total Profit for the year | | | | |||||
Profit attributable to the Parent |
|
|
| |
| |
| |
(Loss) Profit attributable to non-controlling interests |
| Note 12 |
| ( |
| |
| |
|
|
|
|
| ||||
Earnings per share | ||||||||
|
|
| 2024 |
| 2023 |
| 2022 | |
Numerator: | ||||||||
Total Profit attributable to the Parent |
|
|
| |
| |
| |
Denominator: | ||||||||
Weighted average number of basic shares outstanding | |
| |
| | |||
Weighted average number of dilutive shares outstanding | | | | |||||
Basic earnings per ordinary share (U.S.$) | Note 13 | | | | ||||
Diluted earnings per ordinary share (U.S.$) | Note 13 | | | | ||||
The accompanying notes and Appendix I are an integral part of the consolidated financial statements
1For the years ended December 31, 2024, 2023 and 2022, includes a net energy expense of $
F-6
FERROGLOBE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR 2024, 2023 AND 2022
(In USD thousands)
| Notes |
| 2024 |
| 2023 |
| 2022 |
US$'000 | US$'000 | US$'000 | |||||
|
|
|
|
|
| ||
Total Profit for the year |
| |
| |
| | |
|
|
|
|
|
| ||
Items that will not be reclassified subsequently to income or loss: |
|
|
|
|
|
| |
Remeasurement gains (losses) on defined-benefit obligations | Note 16 |
| |
| ( |
| |
Tax effect | Note 24 | ( | | ( | |||
Total income (expense) that will not be reclassified subsequently to profit (loss) |
| |
| ( |
| | |
|
|
|
|
|
| ||
Items that may be reclassified subsequently to income or loss: |
|
|
|
|
|
| |
Cash flow hedge accounting | Note 21 |
| ( |
| |
| — |
Translation differences |
| ( |
| |
| ( | |
Tax effect | Note 24 |
| |
| ( |
| — |
Total (expense) income that may be reclassified subsequently to profit (loss) |
| ( |
| |
| ( | |
|
|
|
|
|
| ||
Items that have been reclassified to profit (loss) in the period: |
|
|
|
|
|
| |
Cash flow hedge accounting | Note 21 |
| |
| |
| — |
Tax effect |
| — |
| — |
| — | |
Total items that have been reclassified to profit (loss) |
| |
| |
| — | |
|
|
|
|
|
| ||
Other comprehensive (loss) profit for the year, net of income tax |
| ( |
| |
| ( | |
|
|
|
|
|
| ||
Total comprehensive (loss) profit for the year |
| ( |
| |
| | |
|
|
|
|
|
| ||
Total comprehensive (loss) profit attributable to the Parent |
| ( |
| |
| | |
Total comprehensive (loss) profit attributable to non-controlling interests |
| ( |
| |
| |
The accompanying notes and Appendix I are an integral part of the consolidated financial statements
F-7
FERROGLOBE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR 2024, 2023 AND 2022
(In USD thousands, except issued shares in thousands)
Total Amounts Attributable to Owners | ||||||||||||||||||||||
Issued | Share | Share | Treasury | Translation | Valuation | Result for | Non-controlling | |||||||||||||||
Notes | Shares | Capital | Premium | Shares | Reserves | Differences | Adjustments | the Year | Interests | Total | ||||||||||||
| (Thousands) |
| US$'000 |
| US$'000 |
| US$'000 | US$'000 |
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 | ||||
Balance at January 1, 2022 |
| |
| |
| | ( | |
| ( |
| |
| ( |
| |
| | ||||
Comprehensive profit for the year 2022 | — | — | — | — | — | ( | | | | | ||||||||||||
Share-based compensation | — | — | — | — | | — | — | — | — | | ||||||||||||
Recording of 2021 loss in reserves | — | — | — | — | ( | — | — | | — | — | ||||||||||||
Dividends paid non-controlling interests | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||
Other changes | — | — | — | — | | — | — | — | — | | ||||||||||||
Balance at December 31, 2022 | | | | ( | | ( | | | | | ||||||||||||
Comprehensive profit for the year 2023 | — | — | — | — | — | | ( | | | | ||||||||||||
Share-based compensation | Note 27.4 | — | — | — | — | | — | — | — | — | | |||||||||||
Recording of 2022 profit in reserves | — | — | — | — | | — | — | ( | — | — | ||||||||||||
Dividends paid non-controlling interests | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||
Other changes | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||
Balance at December 31, 2023 | | | | ( | | ( | | | | | ||||||||||||
Comprehensive profit for the year 2024 | — | — | — | — | — | ( | | | ( | ( | ||||||||||||
Share-based compensation | Note 27.4 | — | — | — | — | | — | — | — | — | | |||||||||||
Recording of 2023 profit in reserves | — | — | — | — | | — | — | ( | — | — | ||||||||||||
Own shares acquired | — | — | — | ( | — | — | — | — | — | ( | ||||||||||||
Dividends paid | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||
Dividends paid non-controlling interests | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||
Other changes | — | — | — | — | — | — | — | — | — | — | ||||||||||||
Balance at December 31, 2024 | | | | ( | | ( | | | | | ||||||||||||
The accompanying notes and Appendix I are an integral part of the consolidated financial statements
F-8
FERROGLOBE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR 2024, 2023 AND 2022
(In USD thousands)
| 2024 |
| 2023 |
| 2022 | |||
Notes | US$'000 | US$'000 | US$'000 | |||||
Cash flows from operating activities: |
|
| ||||||
Profit for the year |
| |
| |
| | ||
Adjustments to reconcile net profit to net cash provided by operating activities: |
| |||||||
Income tax expense | Note 24 |
| |
| |
| | |
Depreciation and amortization |
| |
| |
| | ||
Finance income |
| ( |
| ( |
| ( | ||
Finance costs |
| |
| |
| | ||
Exchange differences |
| ( |
| |
| | ||
Impairment loss |
| |
| |
| | ||
Share-based compensation | Note 27.4 | | | | ||||
Other (gain) loss |
| ( |
| |
| | ||
Changes in operating assets and liabilities: |
| |||||||
Decrease (increase) in inventories |
| |
| |
| ( | ||
Decrease (increase) in trade receivables |
| |
| |
| ( | ||
Decrease (increase) in other receivables | | | — | |||||
Decrease (increase) in energy receivable | Note 11 | | ( | ( | ||||
(Decrease) increase in trade payables |
| ( |
| ( |
| | ||
Other changes in operating assets and liabilities |
| ( |
| ( |
| ( | ||
Income taxes paid |
| ( |
| ( |
| ( | ||
Net cash provided by operating activities | | | | |||||
Cash flows from investing activities: |
| |||||||
Interest and finance income received |
| |
| |
| | ||
Payments due to investments: |
| |||||||
Intangible assets | Note 7 |
| ( |
| ( |
| ( | |
Property, plant and equipment | Note 8 |
| ( |
| ( |
| ( | |
Other financial assets |
| ( |
| — |
| — | ||
Disposals: |
| |||||||
Other non-current assets | — | | — | |||||
Receipt of asset-related government grant | | |||||||
Net cash used in investing activities | ( | ( | ( | |||||
Cash flows from financing activities: |
| |||||||
Dividends paid | Note 12 |
| ( |
| — |
| — | |
Payment for debt and equity issuance costs | ( | — | ( | |||||
Repayment of debt instruments | Note 19 | ( | ( | ( | ||||
Proceeds from debt issuance | Note 19 | | — | — | ||||
Increase (decrease) in bank borrowings: |
| |||||||
Borrowings | Note 17 |
| |
| |
| | |
Payments | Note 17 |
| ( |
| ( |
| ( | |
Payments for lease liabilities | Note 18 | ( | ( | ( | ||||
Proceeds from other financing liabilities | Note 20 | | — | | ||||
Other (payments) receipts from financing activities | Note 20 |
| ( |
| ( |
| | |
Payments to acquire own shares | Note 12 |
| ( |
| — |
| — | |
Interest paid |
| ( |
| ( |
| ( | ||
Net cash used in financing activities | ( | ( | ( | |||||
Total net increase (decrease) in cash and cash equivalents |
| |
| ( |
| | ||
Beginning balance of cash and cash equivalents |
| |
| |
| | ||
Foreign exchange (losses) gains on cash and cash equivalents |
| ( |
| |
| ( | ||
Ending balance of cash and cash equivalents | | | | |||||
Restricted cash and cash equivalents | | | | |||||
Cash and cash equivalents | | | | |||||
Ending balance of cash and cash equivalents |
| |
| |
| |
The accompanying notes and Appendix I are an integral part of the consolidated financial statements
F-9
Ferroglobe PLC and Subsidiaries
Notes to the consolidated financial statements for the years ended
December 31, 2024, 2023 and 2022
(USD in thousands, except share and per share data)
1. General information
Ferroglobe PLC and its subsidiaries (collectively the “Company”, “Ferroglobe”, “we”, “our”, “us”) is among the world’s largest producers of silicon metal and silicon-based alloys, important ingredients in a variety of industrial and consumer products. The Company’s customers include major silicone chemical producers, 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 the United Kingdom on February 5, 2015 (formerly named ‘Velonewco Limited’). The Parent’s registered office is 5 Fleet Place, London EC4M 7RD (United Kingdom).
F-10
2. Organization and Subsidiaries
Ferroglobe has a diversified production base consisting of production facilities across North America, Europe, South America, South Africa and Asia.
The subsidiaries of Ferroglobe PLC as of December 31, 2024 and 2023, classified by reporting segments, were as follows:
2024 Subsidiaries
Percentage of Ownership |
| |||||||
| Direct |
| Total |
| Reporting Segment |
| Registered | |
ARL Services, LLC | — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | |||
Core Metals Group Holdings, LLC |
| — |
|
| North America – Silicon Alloys | Delaware - U.S.A | ||
Cuarzos Industriales de Venezuela, S.A. |
| — |
|
| Other segments | Venezuela | ||
Ferroatlántica de México, S.A. de C.V. |
| — |
|
| Other segments | Nueva León - Mexico | ||
Ferroatlántica de Venezuela (FerroVen), S.A. |
| — |
|
| Other segments | Venezuela | ||
Ferroatlántica do Brasil Mineraçao Ltda. |
| — |
|
| Other segments | Brazil | ||
Ferroglobe Advanced Materials II, S.L. | — | Other segments | Spain | |||||
Ferroglobe Advanced Materials, S.L. | — | Other segments | Spain | |||||
Ferroglobe Argentina, S.R.L |
| — |
|
| Other segments | Argentina | ||
Ferroglobe Canada ULC |
| — |
|
| North America – Silicon Metal | Canada | ||
Ferroglobe Corporate Services, S.L.U. | — |
| Other segments | Madrid - Spain | ||||
Ferroglobe Cuarzos Industriales Mining, S.A.U. |
| — |
|
| Europe – Silicon Metal and Alloys | A Coruña - Spain | ||
Ferroglobe de Participaciones, S.L.U. | — |
| Other segments | Madrid - Spain | ||||
Ferroglobe Finance Company, PLC | — |
| Other segments | United Kingdom | ||||
Ferroglobe France SAS |
| — |
|
| Europe – Silicon Metal and Alloys | France | ||
Ferroglobe Germany GmbH (formerly Ferroatlántica Deutschland, GmbH) |
| — |
|
| Other segments | Germany | ||
Ferroglobe Holding Company, LTD | |
| Other segments | United Kingdom | ||||
Ferroglobe Innovation, S.L. | — |
| Other segments | Spain | ||||
Ferroglobe Mangan Norge A.S. | — |
| Europe – Manganese | Norway | ||||
Ferroglobe Manganese France S.A.S. | — |
| Europe – Manganese | France | ||||
Ferroglobe Monzón, S.L. | — |
|
| Europe – Manganese | Madrid - Spain | |||
Ferroglobe Netherlands, B.V. | — |
| Other segments | Netherlands | ||||
Ferroglobe RAMSA Mining, S.A. |
| — |
|
| Europe – Silicon Metal and Alloys | A Coruña - Spain | ||
Ferroglobe South Africa (Pty) Ltd |
| — |
|
| South Africa – Silicon Metal and Alloys | Polokwane - South Africa | ||
Ferroglobe Spain Metals, S.A.U. |
| — |
|
| Europe – Manganese and Silicon Metal | Madrid - Spain | ||
Ferroglobe U.S.A Alloys I, Inc |
| — |
|
| North America – Silicon Metal | Delaware - U.S.A | ||
Ferroglobe U.S.A Alloys II, Inc (formerly GSM Alloys II, Inc. ) |
| — |
|
| North America – Silicon Metal | Delaware - U.S.A | ||
Ferroglobe U.S.A ARLR, LLC | — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | |||
Ferroglobe U.S.A BG, LLC | — |
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||||
Ferroglobe U.S.A Bridgeport, LLC |
| — |
|
| North America – Silicon Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A ECPI, Inc. | — | North America – Silicon Alloys | Delaware - U.S.A | |||||
Ferroglobe U.S.A Financial, Inc. | — |
| Other segments | Delaware - U.S.A | ||||
Ferroglobe U.S.A GBG Financial, LLC | — |
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||||
Ferroglobe U.S.A LF Resources, Inc |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A LFR, Inc | — |
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||||
Ferroglobe U.S.A Metallurgical, Inc. |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A Metals, LLC. |
| — |
|
| North America – Silicon Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A Mining Sales, LLC |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A Mining Services, LLC |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A Mining, LLC |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A MPM, LLC | — |
|
| North America – Silicon Alloys | Delaware - U.S.A | |||
Ferroglobe U.S.A Quartz, Inc. |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A Sales, Inc. | — |
|
| North America – Silicon Metal | Delaware - U.S.A | |||
Ferroglobe U.S.A, Inc |
| — |
|
| Other segments | Delaware - U.S.A | ||
Ferroglobe USA Silica Fume Sales, Inc. |
| — |
|
| North America – Silicon Metal and Alloys | Florida - U.S.A | ||
FerroManganese Mauritania S.A.R.L. |
| — |
|
| Other segments | Mauritania | ||
Ferroquartz Holdings, Ltd. (Hong Kong) |
| — |
|
| Other segments | Hong Kong | ||
FerroQuartz Mauritania S.A.R.L. |
| — |
|
| Other segments | Mauritania | ||
Ferrosolar R&D S.L. | — | Other segments | Spain | |||||
FerroTambao, S.A.R.L. |
| — |
|
| Other segments | Burkina Faso | ||
GBG Holdings, LLC | — |
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||||
Globe Metals Enterprises, Inc. |
| — |
|
| North America – Silicon Alloys | Delaware - U.S.A | ||
GSM Enterprises Holdings, Inc. |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
GSM Enterprises, LLC | — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | |||
Huntie (Ningxia) New Material Tech Co. Ltd. (formerly Ningxia Yonvey Coal Industrial Co., Ltd. ) |
| — |
|
| Other segments | China | ||
Kintuck (France) S.A.S. | — |
| Europe – Manganese | France | ||||
Kintuck A.S. | — |
| Europe – Manganese | Norway | ||||
Mangshi FerroAtlántica Mining Industry Service Company Limited |
| — |
|
| Other segments | Mangshi, Dehong -Yunnan -China | ||
Quebec Silicon General Partner | — |
|
| North America – Silicon Metal | Canada | |||
Quebec Silicon Limited Partnership |
| — |
|
| North America – Silicon Metal | Canada | ||
Rebone Mining (Pty.), Ltd. |
| — |
|
| South Africa – Silicon Metal and Alloys | Polokwane - South Africa | ||
Silicon Technology (Pty.), Ltd. |
| — |
|
| South Africa – Silicon Metal and Alloys | South Africa | ||
Solsil, Inc. | — | Other segments | Delaware - U.S.A | |||||
Thaba Chueu Mining (Pty.), Ltd. |
| — |
|
| South Africa – Silicon Metal and Alloys | Polokwane - South Africa | ||
Ultracore Energy S.A. | — |
| Other segments | Argentina | ||||
West Virginia Alloys, Inc. |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
WVA Manufacturing, LLC |
| — |
|
| North America – Silicon Metal | Delaware - U.S.A | ||
(*)
F-11
2023 Subsidiaries
Percentage of Ownership |
| |||||||
Direct |
| Total |
| Reporting Segment |
| Registered | ||
ARL Services, LLC | — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | |||
Core Metals Group Holdings, LLC |
| — |
|
| North America – Silicon Alloys | Delaware - U.S.A | ||
Cuarzos Industriales de Venezuela, S.A. |
| — |
|
| Other segments | Venezuela | ||
Emix, S.A.S. |
| — |
|
| Other segments | France | ||
Ferroatlántica de México, S.A. de C.V. |
| — |
|
| Other segments | Nueva León - Mexico | ||
Ferroatlántica de Venezuela (FerroVen), S.A. |
| — |
|
| Other segments | Venezuela | ||
Ferroatlántica Deutschland, GmbH |
| — |
|
| Other segments | Germany | ||
Ferroatlántica do Brasil Mineraçao Ltda. |
| — |
|
| Other segments | Brazil | ||
Ferroglobe Advanced Materials II, S.L. | — | Other segments | Spain | |||||
Ferroglobe Advanced Materials, S.L. | — | Other segments | Spain | |||||
Ferroglobe Argentina, S.R.L |
| — |
|
| Other segments | Argentina | ||
Ferroglobe Canada ULC |
| — |
|
| North America – Silicon Metal | Canada | ||
Ferroglobe Corporate Services, S.L.U. | — |
| Other segments | Madrid - Spain | ||||
Ferroglobe Cuarzos Industriales Mining, S.A.U. |
| — |
|
| Europe – Silicon Metal and Alloys | A Coruña - Spain | ||
Ferroglobe de Participaciones, S.L.U. | — |
| Other segments | Madrid - Spain | ||||
Ferroglobe Finance Company, PLC | — |
| Other segments | United Kingdom | ||||
Ferroglobe France SAS |
| — |
|
| Europe – Silicon Metal and Alloys | France | ||
Ferroglobe Holding Company, LTD | |
| Other segments | United Kingdom | ||||
Ferroglobe Innovation, S.L. | — |
| Other segments | Spain | ||||
Ferroglobe Mangan Norge A.S. | — |
| Europe – Manganese | Norway | ||||
Ferroglobe Manganese France S.A.S. | — |
| Europe – Manganese | France | ||||
Ferroglobe Monzón, S.L. | — |
|
| Europe – Manganese | Madrid - Spain | |||
Ferroglobe Netherlands, B.V. | — |
| Other segments | Netherlands | ||||
Ferroglobe RAMSA Mining, S.A. |
| — |
|
| Europe – Silicon Metal and Alloys | A Coruña - Spain | ||
Ferroglobe South Africa (Pty) Ltd |
| — |
|
| South Africa – Silicon Metal and Alloys | Polokwane - South Africa | ||
Ferroglobe Spain Metals, S.A.U. |
| — |
|
| Europe – Manganese and Silicon Metal | Madrid - Spain | ||
Ferroglobe U.S.A Alloys I, Inc |
| — |
|
| North America – Silicon Metal | Delaware - U.S.A | ||
Ferroglobe U.S.A ARLR, LLC | — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | |||
Ferroglobe U.S.A BG, LLC | — |
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||||
Ferroglobe U.S.A Bridgeport, LLC |
| — |
|
| North America – Silicon Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A ECPI, Inc. | — | North America – Silicon Alloys | Delaware - U.S.A | |||||
Ferroglobe U.S.A Financial, Inc. | — |
| Other segments | Delaware - U.S.A | ||||
Ferroglobe U.S.A GBG Financial, LLC | — |
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||||
Ferroglobe U.S.A LF Resources, Inc |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A LFR, IN | — |
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||||
Ferroglobe U.S.A Metallurgical, Inc. |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A Metals, LLC. |
| — |
|
| North America – Silicon Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A Mining Sales, LLC |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A Mining Services, LLC |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A Mining, LLC |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A MPM, LLC | — |
|
| North America – Silicon Alloys | Delaware - U.S.A | |||
Ferroglobe U.S.A Quartz, Inc. |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
Ferroglobe U.S.A Sales, Inc. | — |
|
| North America – Silicon Metal | Delaware - U.S.A | |||
Ferroglobe U.S.A, Inc |
| — |
|
| Other segments | Delaware - U.S.A | ||
Ferroglobe USA Silica Fume Sales, Inc. |
| — |
|
| North America – Silicon Metal and Alloys | Florida - U.S.A | ||
FerroManganese Mauritania S.A.R.L. |
| — |
|
| Other segments | Mauritania | ||
Ferroquartz Holdings, Ltd. (Hong Kong) |
| — |
|
| Other segments | Hong Kong | ||
FerroQuartz Mauritania S.A.R.L. |
| — |
|
| Other segments | Mauritania | ||
Ferrosolar R&D S.L. | — | Other segments | Spain | |||||
FerroTambao, S.A.R.L. |
| — |
|
| Other segments | Burkina Faso | ||
GBG Holdings, LLC | — |
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||||
Globe Metals Enterprises, Inc. |
| — |
|
| North America – Silicon Alloys | Delaware - U.S.A | ||
GSM Alloys II, Inc. |
| — |
|
| North America – Silicon Metal | Delaware - U.S.A | ||
GSM Enterprises Holdings, Inc. |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
GSM Enterprises, LLC | — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | |||
Kintuck (France) S.A.S. | — |
| Europe – Manganese | France | ||||
Kintuck A.S. | — |
| Europe – Manganese | Norway | ||||
Mangshi FerroAtlántica Mining Industry Service Company Limited |
| — |
|
| Other segments | Mangshi, Dehong -Yunnan -China | ||
Ningxia Yonvey Coal Industrial Co., Ltd. |
| — |
|
| Other segments | China | ||
Quebec Silicon General Partner | — |
|
| North America – Silicon Metal | Canada | |||
Quebec Silicon Limited Partnership |
| — |
|
| North America – Silicon Metal | Canada | ||
Rebone Mining (Pty.), Ltd. |
| — |
|
| South Africa – Silicon Metal and Alloys | Polokwane - South Africa | ||
Silicon Technology (Pty.), Ltd. |
| — |
|
| South Africa – Silicon Metal and Alloys | South Africa | ||
Solsil, Inc. | — | Other segments | Delaware - U.S.A | |||||
Thaba Chueu Mining (Pty.), Ltd. |
| — |
|
| South Africa – Silicon Metal and Alloys | Polokwane - South Africa | ||
Ultracore Energy S.A. | — |
| Other segments | Argentina | ||||
West Virginia Alloys, Inc. |
| — |
|
| North America – Silicon Metal and Alloys | Delaware - U.S.A | ||
WVA Manufacturing, LLC |
| — |
|
| North America – Silicon Metal | Delaware - U.S.A | ||
F-12
Subsidiaries are all companies over which Ferroglobe has control.
Control is achieved when the Company:
| ● | has power over the investee; |
| ● | is exposed, or has rights, to variable returns from its involvement with the investee; and |
| ● | has the ability to use its power over the investee to affect the amount of the investor’s returns. |
The Company has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:
| ● | the total voting rights held by the Company relative to the size and dispersion of holdings of the other vote holders; |
| ● | potential voting rights held by the Company, other vote holders or other parties; |
| ● | rights arising from other contractual arrangements; and |
| ● | any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time these decisions need to be made, including voting patterns at previous shareholders’ meetings. |
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary.
The Company uses the acquisition method to account for the acquisition of subsidiaries. According to this method, the consideration transferred for the acquisition of a subsidiary corresponds to the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Company. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Any contingent consideration transferred by the Company is recognized at fair value at the date of acquisition. Subsequent changes in the fair value of the contingent consideration classified as an asset or a liability are recognized in accordance with IFRS 9 Financial Instruments in the consolidated income statements. The costs related to the acquisition are recognized as expenses in the years incurred. The identifiable assets acquired and the liabilities and contingent liabilities assumed in a business combination are initially recognized at their fair value at the date of acquisition.
Non-controlling interests in the subsidiaries’ equity and results are shown separately in the consolidated statements of financial position, consolidated income statements, consolidated statements of comprehensive income and consolidated statements of changes in equity. Additionally, the Company attributes total comprehensive income (loss) to the Parent of the Company and to the non-controlling interests even if the profit or loss of the non-controlling interests gives rise to a balance receivable.
Accounting policies of subsidiaries are consistent with the policies adopted by the Company. Should differences arise, an adjustment is performed in the consolidation process. All assets and liabilities, equity, income, expenses and cash flows relating to transactions between subsidiaries are eliminated in full in consolidation.
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3. Basis of presentation
3.1 Basis of presentation
Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). These consolidated financial statements were approved for issue by the Board of Directors on April 25, 2025.
All accounting policies and measurement bases with effect on the consolidated financial statements were applied in their preparation.
The information set out in these consolidated financial statements does not constitute the Company’s statutory accounts for the years ended December 31, 2024 and 2023, respectively. The accounts for 2023 have been reported on by the Company’s statutory auditors: their reports were unqualified and did not contain a statement under Section 498(2) or (3) of the UK Companies Act 2006. The accounts for 2023 have been delivered to the UK Registrar of Companies and those for 2024 will be delivered in due course.
Basis of measurement
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.
3.2 Accounting policies, new standards, interpretations and amendments adopted by the Company and issued but not yet adopted by the Company
There are no new IFRS standards, amendments or interpretations that are mandatory as of January 1, 2024 that are materially relevant to the Company. Additionally, the Company has not adopted any standard, interpretation or amendment that has been issued but is not yet effective.
In 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements on the presentation within the statement of profit or loss, including the specified totals and subtotals. It also requires disclosure of management defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified “roles” of the primary financial statements and the notes. These new requirements are expected to impact all reporting entities. IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after January 2027, but earlier application is permitted. Comparative periods will need to be restated and a reconciliation of the statement of profit or loss previously published will be required for the comparative periods. The Company is currently assessing the new requirements of IFRS 18, with focus on the specific developments in its industry, to identify and collect relevant information to measure the impacts and resources needed, including internal changes, derived from implementing IFRS 18. The Company anticipates changes to our Consolidated Financial Statements upon adoption.
3.3 Functional and reporting currency
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which each entity operates (“the functional currency”). The Company’s consolidated financial statements are presented in US Dollars, which is the Parent Company’s functional currency and the Company’s reporting currency.
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Foreign currency transactions are initially recorded by each of the Company’s entities at their respective functional currency spot rates at the date the transaction is recognized. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the functional currency spot rates at the end of each reporting period are recognized in the consolidated income statements. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transaction. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
The results of operations and financial position of the Company’s entities that have a functional currency different from the Company’s reporting currency are translated into the reporting currency as follows:
| ● | Assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of the consolidated statement of financial position; |
| ● | Income and expenses for each consolidated income statement are translated at average exchange rates; and |
| ● | All differences arising from the aforementioned translations are recognized in equity under “Translation differences.” |
Upon the disposal of a foreign operation, the translation differences relating to that operation deferred as a separate component of consolidated equity are recognized in the consolidated income statements when the gain or loss on disposal is recognized.
3.4 Critical accounting estimates, assumptions and judgments
The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make estimates, assumptions and judgments that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses, and the accompanying disclosures at the date of the consolidated financial statements. Critical estimates, assumptions and judgments, by definition, will seldom equal the actual results and are continually evaluated to reflect changing expectations about future events. Management also needs to exercise judgment in applying the Company’s accounting policies.
This note provides an overview of the areas that involve a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong due to their uncertainty. Detailed information about each of these estimates, assumptions and judgments is included in other notes together with information about the basis of calculation for each affected item in the financial statements.
Certain estimates, assumptions and judgments that were made by management in the preparation of these consolidated financial statements, include:
| ● | the impairment analysis on goodwill and property, plant and equipment, including the assumptions used to determine estimated recoverable amount, determined by value in use or by fair value less cost of disposal methods, see Note 6 and Note 8; |
The Company based its estimates, assumptions 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 as we are subject to risks and uncertainties that may cause actual results to differ from estimated amounts, such as changes in prices. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
There may be circumstances when judgment is required, such as to determine when control of the goods or services passes to the customer for revenue recognition, see Note 4.17. We have also applied judgment in our determination that we have control of our QSLP and WVA partnerships. See Note 12.
As of the date of these consolidated financial statements, no material events have occurred which impact the Company’s estimates, assumptions or judgements used in determining our accounting considerations.
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3.5 Basis of consolidation
The annual closing date of the financial statements for each consolidated subsidiary is December 31. The Company fully consolidates subsidiaries’ financial statements that it is deemed to control into these consolidated financial statements. All intercompany transactions have been eliminated.
Non-controlling interests are presented in “Equity – Non-controlling interests” in the consolidated statements of financial position, separately from the consolidated equity attributable to the Parent. The share of non-controlling interests in the profit or loss for the year is presented under “Profit attributable to non-controlling interests” in the consolidated income statements.
When necessary, adjustments are made to the financial statements of subsidiaries to align the accounting policies used to the accounting policies of the Company.
4. Accounting policies
The material IFRS accounting policies described below were applied in preparing these consolidated financial statements.
4.1 Goodwill
Goodwill represents the excess of the cost of acquisition over the Company’s interest in the fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition. Goodwill is not amortized.
When an operation to which goodwill relates is disposed of, the part of the carrying amount of goodwill that has been allocated to the respective cash-generating unit is included in calculating the gain or loss on disposal.
4.2 Intangible assets
Acquired and internally generated intangible assets are recognized if a future economic benefit will flow to the entity from the use of the asset and the cost of the asset can be reliably determined.
Intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses, if any. Amortization is recognized on a straight-line basis over an asset’s estimated useful life. The estimated useful life and amortization method are reviewed at each balance sheet date, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets that are subject to amortization are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually or more frequently when circumstances indicate that the carrying value may not be recoverable.
The Company’s intangible assets with definite useful lives are as follows:
Development expenditures
Development expenditures are capitalized if they meet the requirements of identifiability, reliability in cost measurement and probability of the assets generating economic benefits. Developmental expenditures are amortized on a straight-line basis over the useful lives of the assets, which are between and
Expenditures on research activities are recognized as expenses in the years in which they are incurred.
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Rights of use
Rights of use granted related to mining concessions are amortized on a straight-line basis over the term in which the right of use was granted from the date it is considered that use commenced. Rights of use are generally amortized over a period ranging from to
Computer software
Computer software includes the costs incurred in acquiring or developing computer software, including the related installation. Computer software is amortized on a straight-line basis from to
Computer system maintenance costs are recognized as expenses in the years in which they are incurred.
The Company’s other intangible assets with indefinite useful lives are as follows:
Carbon dioxide emissions allowances
The Company’s carbon dioxide emissions allowances (“rights held to emit greenhouse gasses”) are intangible assets that are expensed as the allowance is used. Emissions allowances received from governmental agencies are initially measured at fair value, which is determined based on the market price of allowances traded on the exchange at that date. Emissions allowances purchased on the trading platform are initially measured at cost (see Note 4.21).
4.3 Property, plant and equipment
Cost
Property, plant and equipment are initially recognized at acquisition or production cost and are subsequently measured at acquisition or production cost less accumulated depreciation and any accumulated impairment losses.
The costs of expansion, modernization or improvements leading to increased productivity, capacity or efficiency or to a lengthening of the useful lives of the assets are capitalized. Repair, upkeep and maintenance expenses are recognized in the consolidated income statements for the years in which they are incurred.
Mineral reserves are recorded at fair value at the date of acquisition. Depletion of mineral reserves is computed using the units-of-production method utilizing only proven and probable reserves (as adjusted for recoverability factors) in the depletion base.
Property, plant and equipment in the course of construction are transferred to property, plant and equipment in use at the end of the related development period.
Depreciation
The Company depreciates property, plant and equipment using the straight-line method at annual rates based on the following years of estimated useful life:
| Years of | |
Estimated | ||
Useful | ||
Life | ||
Buildings |
| |
Plant and machinery |
| |
Tools |
| |
Other fixtures and furniture |
| |
Computer hardware |
| |
Transport equipment |
|
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Depreciation begins when the asset is ready for its intended use.
Land included within property, plant and equipment is an asset with an indefinite useful life and, as such, is not depreciated. Instead, it is tested for impairment annually. The Company reviews residual value, useful lives, and the depreciation method for property, plant and equipment annually.
Environment
The costs arising from the activities aimed at protecting and improving the environment are accounted for as an expense for the year in which they are incurred. When they represent additions to property, plant and equipment aimed at minimizing the environmental impact and protecting and enhancing the environment, they are capitalized to non-current assets.
4.4 Impairment of goodwill and long-lived assets (property, plant and equipment, intangible assets, right-of-use assets)
The Company completes its impairment testing for goodwill at least annually or as impairment indicators arise throughout the year. The Company completes its impairment testing for long-lived assets as impairment indicators arise. When necessary, we record impairments of goodwill and long-lived assets for the amount by which the recoverable amount is less than the carrying value of these assets.
Where the asset itself does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit (CGU) to which the asset belongs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
Recoverable amount is the higher of:
| ● | Fair value less costs of disposal: the price that would be agreed upon by two independent parties, less estimated costs to sell; and |
| ● | Value in use: the present value of the future cash flows that are expected to be derived from continuing use of the asset and from its ultimate disposal at the end of its useful life, discounted at a rate which reflects the time value of money and the risks specific to the business to which the asset belongs. |
If the recoverable amount of an asset (or cash-generating unit) is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount, and an impairment loss is recognized as an expense under “Impairment loss” in the consolidated income statements.
Where an impairment loss subsequently reverses (not permitted in the case of goodwill), the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized within “Impairment loss” in the consolidated income statements.
The basis for depreciation is the carrying amount of the assets, deemed to be the acquisition cost less accumulated depreciation and any accumulated impairment losses.
4.5 Financial instruments
Financial assets and financial liabilities are recognized in the Company’s consolidated statements of financial position when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at
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fair value through profit or loss) are added to or deducted from, the fair value of the financial assets or financial liabilities, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the consolidated income statements.
Financial assets
The Company classifies its financial assets into the following categories: (i) those measured subsequently at fair value through profit or loss or (ii) those to be measured at amortized cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
Financial assets measured at fair value through profit or loss.
Financial assets are classified as measured at fair value through profit or loss when the asset does not meet the criteria to be measured at amortized cost or at fair value through other comprehensive income. Such assets are carried on the consolidated statements of financial position at fair value with gains or losses recognized in the consolidated income statements.
Financial assets measured at amortized cost
Financial assets are classified as measured at amortized cost when they are held in a business model whose objective is to collect contractual cash flows and the contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Such assets are carried at amortized cost using the effective interest method. Gains and losses are recognized in the consolidated income statements when the assets are derecognized or impaired and when interest is recognized using the effective interest method. This category of financial assets includes trade receivables, receivables from related parties and cash and cash equivalents.
Derecognition of financial assets
The Company derecognizes a financial asset when:
| ● | the rights to receive cash flows from the asset have expired; or |
| ● | the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. |
On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in the consolidated income statements.
If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.
Impairment of financial assets
The expected credit loss model is applied for recognition and measurement of impairments in financial assets measured at amortized cost and debt instruments held at fair value through other comprehensive income. The loss allowance for the financial asset is measured at an amount equal to the 12-month expected credit losses. If the credit risk on the financial asset has increased significantly since initial recognition, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses. Changes in loss allowances are recognized in the consolidated income statements. For trade and other receivables, a simplified impairment approach is applied, recognizing expected lifetime losses from initial recognition. For this purpose, the Company has established a provision matrix that is based on its
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historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, such as when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are more than two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Company’s recovery procedures, considering legal advice where appropriate. Any recoveries made are recognized in the consolidated income statements.
Accounts receivable factoring
As part of its regular operations, and in case of immediate cash needs, the Company can sell its trade receivables to a third party (factor) at a discount. The Company analyzes whether these transactions are with recourse or without recourse and applies the derecognition criteria in IFRS 9 Financial Instruments to assess whether the arrangement transfers substantially all risks and rewards to the factor. For arrangements with recourse, where substantially all risks and rewards have not been transferred, the cash received from the factor is accounted for as a secured borrowing. In the case of arrangements with recourse, the transferred assets are not derecognized.
For those recorded as with recourse, the borrowings from the receivable factoring facility are short-term in nature and therefore their carrying amount is considered to approximate their fair value. For those considered without recourse, the Company derecognizes the trade receivable and does not record a related borrowing.
Cash flows from factoring with recourse of accounts receivable are classified as financing cash flows within the consolidated statements of cash flows.
Cash flows from factoring without recourse of accounts receivable are classified as operating cash flows within the consolidated statements of cash flows.
Financial liabilities
The subsequent measurement of financial liabilities depends on their classification, as described below:
Financial liabilities measured at fair value through profit or loss
Financial liabilities measured at fair value through profit or loss are carried on the consolidated statements of financial position at fair value with gains or losses recognized in the consolidated income statements. This category includes contingent consideration and derivatives, other than those designated as hedging instruments in an effective hedge.
Financial liabilities measured at amortized cost
This category comprises all other financial liabilities, including bank borrowings, debt instruments, financial loans from government agencies, payables to related parties and trade and other payables.
After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. Amortized cost is calculated by considering any issue costs and any discount or premium on settlement.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in the consolidated income statements. When the Company exchanges with the existing lender one debt instrument with another one with substantially different terms, such an exchange is accounted for as an
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extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Company accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective rate is at least 10 percent different from the discounted present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between the carrying amount of the liability before the modification and the present value of the cash flows after modification are recognized in the consolidated income statements as a modification gain or loss.
4.6 Derivative financial instruments and hedging activities
In order to mitigate the economic effects of the variability in the price of power, the Company uses derivative financial instruments, such as power purchase agreements (“PPAs”).
The Company’s derivative financial instruments are detailed in Note 21 to these consolidated financial statements and the Company’s financial risk management policies are detailed in Note 29.
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognized in the consolidated income statements immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition of profit or loss depends on the nature of the hedge relationship.
Derivatives are recorded as either “Other financial assets” or “Other financial liabilities” depending on their respective fair value positions at each balance sheet date. A derivative is presented as a non-current asset or non-current liability if the remaining maturity of the instrument is more than 12 months from the date of the statements of financial position and it is not expected to be realized or settled within 12 months.
Hedge accounting
The Company designates certain derivatives as cash flow hedges. For further details, see Note 21.
At the inception of the hedging relationship, the Company documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking the hedge transaction. Effectiveness of the hedging relationship needs to be assessed on an ongoing basis. Effectiveness tests are performed prospectively at inception and at each reporting date. The Company reviews to ensure that:
| • | there is an economic relationship between the hedged item and the hedging instrument; |
| • | the effect of credit risk does not dominate the value changes that result from that economic relationship; and |
| • | the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Company actually hedges and the quantity of the hedging instrument that the Company uses to hedge that quantity of hedged item. |
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in the consolidated statements of comprehensive income (loss). The gain or loss relating to any ineffective portion is recognized immediately in the consolidated income statements and is included in “Raw materials and energy consumption for production”.
Amounts previously recognized in other comprehensive income and accumulated in equity in the valuation adjustments reserve are reclassified to the consolidated income statements in the periods when the hedged item is recognized in the consolidated income statements. These are recorded within the same line of the consolidated income statement as the recognized hedged item.
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Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any gain or loss recognized in other comprehensive income at that time is accumulated in equity and is recognized when the forecast transaction is ultimately recognized in the consolidated income statements. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in the consolidated income statements.
4.7 Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: (i) in the principal market for the asset or liability or (ii) in the absence of a principal market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
| ● | Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities. |
| ● | Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. |
| ● | Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. |
For those assets and liabilities measured at fair value at the balance sheet date, further information on fair value measurement is provided in Note 30.
4.8 Inventories
Inventories comprise assets (goods) which:
| ● | Are held for sale in the ordinary course of business (finished goods); or |
| ● | Are in the process of production for such sale (work in progress); or |
| ● | Will be consumed in the production process or in the rendering of services (raw materials and spare parts). |
Inventories are stated at the lower of cost or net realizable value. The cost of each inventory item is generally calculated as follows:
| ● | Raw materials, spare parts and other consumables and replacement parts: the lower of weighted average acquisition cost or net realizable value. |
| ● | Work in progress, finished goods and semi-finished goods: the lower of production cost (which includes the cost of materials, labor costs, direct and indirect manufacturing expenses) or net realizable value in the market. |
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Obsolete, defective or slow-moving inventories have been reduced to net realizable value.
Net realizable value is the estimated selling price less all the estimated costs of selling and distribution.
The amount of any write-down of inventories (as a result of damage, obsolescence or decrease in the selling price) to their net realizable value and all losses of inventories are recognized as expenses in the period in which the write-down or loss occurs. Any subsequent reversals are recognized as income in the year in which they arise.
The consumption of inventories is recognized in “Raw Materials and energy consumption for production” in the consolidated income statements in the period in which the revenue from its sale is recognized.
4.9 Raw materials and energy consumption for production
Raw materials and energy consumption for production comprise raw materials, energy, other direct costs, inventory write-downs and changes in inventory.
4.10 Cash and cash equivalents
The Company classifies in “Cash and cash equivalents” any liquid financial assets, such as cash on hand, deposits and liquid investments, that can be converted into known amounts of cash within three months and are subject to an insignificant risk of changes in value.
4.11 Restricted cash and cash equivalents
The Company classifies under “Restricted cash and cash equivalents” any liquid financial assets, which meet the definition of cash and cash equivalents but the use or withdrawal is restricted by financial agreements.
Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements and/or other contracts entered into; however, time deposits and short-term certificates of deposit are not included in legally restricted deposits. In cases where compensating balance arrangements exist but are not agreements which legally restrict the use of cash amounts shown on the consolidated statements of financial position, those arrangements and the amount involved are disclosed in the notes. Compensating balances that are maintained under an agreement to assure future credit availability are also disclosed in the notes.
As discussed in Note 31, certain of the Company´s credit agreements restrict the transfer of assets in the form of loans or
dividends to affiliates. The amount of cash and cash equivalents in subsidiaries subject to such restrictions amounted to $
4.12 Provisions and contingencies
When preparing the consolidated financial statements, the Company distinguishes between:
| ● | Provisions: present obligations, either legal, contractual, constructive or assumed by the Company, arising from past events, the settlement of which is expected to give rise to an outflow of economic benefits the amount or timing of which are uncertain; and |
| ● | Contingent liabilities: possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the control of the Company, or present obligations arising from past events the amount of which cannot be estimated reliably or whose settlement is not likely to give rise to an outflow of economic benefits. |
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Contingent assets are possible assets that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.
The consolidated financial statements include all the material provisions for those obligations that are considered probable to be settled. Contingent liabilities are not recognized in the consolidated financial statements, but rather are disclosed in accordance with IAS 37 (see Note 26).
Provisions are classified as current when there is not an unconditional right to defer settlement for at least 12 months after the reporting date. They are recognized when the liability or obligation giving rise to the indemnity or payment arises, to the extent that its amount can be estimated reliably.
Provisions include (i) the provisions for pension and similar obligations assumed; (ii) provisions for contingencies and charges, such as for example those of an environmental nature and those arising from litigation in progress or from outstanding indemnity payments or obligations, and collateral and other similar guarantees provided by the Company; (iii) provisions for medium- and long-term employee incentives; and (iv) provisions for taxes.
Contingent assets are not recognized, but are disclosed where an inflow of economic benefits is probable. If it has become virtually certain that an inflow of economic benefits will arise, the asset and the related income are recognized in the consolidated financial statements in the period in which the change occurs.
Defined contribution plans
Certain employees have defined contribution plans which are applicable to local regulations. The main features of these plans are as follows:
| ● | They are mixed plans covering the benefits for retirement, disability and death of the participants. |
| ● | The sponsor undertakes to make monthly contributions of certain percentages of current employees’ salaries to external pension funds. |
The annual cost of these plans is recognized within “Staff costs” in the consolidated income statements.
Defined benefit plans
IAS 19 Employee Benefits requires defined benefit plans to be accounted for:
| ● | Using actuarial techniques to make a reliable estimate of the amount of benefits that employees have earned in return for their service in the current and prior periods; |
| ● | Discounting those benefits in order to determine the present value of the obligation; |
| ● | Determining the fair value of any plan assets; and |
| ● | Determining the total amount of actuarial gains and losses and the amount of those actuarial gains and losses that must be recognized. |
The amount recognized as a benefit liability arising from a defined benefit plan is the total net result of:
| ● | The present value of the obligations; |
| ● | Less the fair value of plan assets (if any) out of which the obligations are to be settled directly. |
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The Company recognizes provisions for these benefits as the related rights vest and on the basis of actuarial studies. These amounts are recognized under “Provisions for pensions” in the consolidated statements of financial position on the basis of their expected payment due dates.
Environmental provisions
Provisions for environmental obligations are estimated by analyzing each case separately and observing the relevant legal provisions. The estimate is made on the basis of the information available and a provision is recognized provided that the aforementioned information suggests that it is probable that the loss will arise and can be estimated in a sufficiently reliable manner.
The balance of provisions and disclosures disclosed in Note 15 reflects management’s best estimation of the potential exposure as of the date of preparation of these consolidated financial statements.
4.13 Leases
The Company assesses if a contract is or contains a lease at inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognizes a right-of-use asset and a lease liability at the commencement date.
The estimated lease term by right-of-use asset categories are as follows:
| Years of | |
Estimated | ||
Useful | ||
Life | ||
Leased Land and Buildings |
| - |
Leased Plant and Machinery |
| - |
The lease liability is initially measured at the present value of the minimum future lease payments, discounted using the interest rate implicit in the lease, or, if not readily determinable, the incremental borrowing rate. Lease payments include fixed payments, variable payments that depend on an index or rate, as well as any extension or purchase options, if the Company is reasonably certain to exercise these options. The lease liability is subsequently measured at amortized cost using the effective interest method and remeasured with a corresponding adjustment to the related right-of-use asset when there is a change in future lease payments.
The right-of-use asset comprises, at inception, the initial lease liability, any initial direct costs and, when applicable, the obligations to refurbish the asset, less any incentives granted by the lessors. The right-of-use asset is subsequently depreciated, on a straight-line basis, over the lease term or, if the lease transfers the ownership of the underlying asset to the Company at the end of the lease term or, if the cost of the right-of-use asset reflects that the lessee will exercise a purchase option, over the estimated useful life of the underlying asset. Right-of-use assets are allocated to the respective CGUs also subject to testing for impairment if there is an indicator for impairment.
Variable lease payments not included in the measurement of the lease liabilities are recognized to the consolidated income statements in the period in which the events or conditions which trigger those payments occur.
In the consolidated statements of financial position, right-of-use assets and lease liabilities are classified, respectively, as part of property, plant and equipment and current and current and non-current lease liabilities.
F-25
4.14 Current assets and liabilities
In general, assets and liabilities that are expected to be settled or fall due within 12 months from the end of the reporting period are classified as current items and those which fall due or will be settled after more than 12 months are classified as non-current items.
4.15 Income taxes
Income tax expense represents the sum of current tax and deferred tax. Income tax is recognized in the consolidated income statements except to the extent that it relates to items recognized in other comprehensive income or directly in equity, in which case the related tax is recognized in other comprehensive income or directly in equity.
The current income tax expense is based on domestic and international statutory income tax rates in the tax jurisdictions where the Company operates related to taxable profit for the period. The taxable profit differs from net profit as reported in the consolidated income statements because it is determined in accordance with the rules established by the applicable tax authorities which includes temporary differences, permanent differences, and available credits and incentives.
The Company’s deferred tax assets and liabilities are provided on temporary differences at the balance sheet date between financial reporting and the tax basis of assets and liabilities, and, then applying the enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Deferred tax assets are recognized for deductible temporary differences, including the carry-forward of unused tax credits and losses, to the extent that it is probable, that taxable profit will be available against which the deductible temporary difference and carryforwards of unused tax credits and losses can be utilized.
The deferred tax assets and liabilities that have been recognized are reassessed at the end of each closing period to ascertain whether they still exist, and adjustments are made on the basis of the findings of the analyses performed.
Income tax payable is the result of applying the relevant tax rate in force to each tax-paying entity, in accordance with the tax laws in force in the country in which the entity is registered. Additionally, tax deductions and credits are available to certain entities, primarily relating to inter-company trades and tax treaties between various countries to prevent double taxation.
Deferred tax assets and liabilities are offset only when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority or either the same taxable entity or different taxable entities where there is an intention to settle the current tax assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.
4.16 Foreign currency transactions
Foreign currency transactions are initially recognized in the functional currency of the subsidiary by applying the exchange rates prevailing at the date of the transaction.
Subsequently, at each reporting date, assets and liabilities denominated in foreign currencies are translated to US dollars at the rates prevailing on that date.
Any exchange differences arising on settlement or translation at the closing rates of monetary items are recognized in the consolidated income statements for the related years.
Note 4.6 details the Company’s accounting policies for derivative financial instruments. Note 29 to these consolidated financial statements details the Company’s financial risk policies.
F-26
4.17 Revenue recognition
The Company recognizes sales revenue related to the transfer of promised goods or services when control of the goods or services passes to the customer. The amount of revenue recognized reflects the consideration to which the Company is or expects to be entitled in exchange for those goods or services.
In the Company’s electrometallurgy business, revenue is principally generated from the sale of goods, including silicon metal and silicon- and manganese-based specialty alloys. The Company mainly satisfies its performance obligations at a point in time; the amounts of revenue recognized relating to performance obligations satisfied over time are not significant. The point in time at which control is transferred to the buyer is determined based on the agreed delivery terms, which follow Incoterms 2020 issued by International Chamber of Commerce.
In most instances, control passes and sales revenue is recognized when the product is delivered to the vessel or vehicle on which it will be transported, the destination port or the customer’s premises. There may be circumstances when judgment is required based on the five indicators of control below.
| ● | The customer has the significant risks and rewards of ownership and has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the goods or service. |
| ● | The customer has a present obligation to pay in accordance with the terms of the sales contract. |
| ● | The customer has accepted the asset. Sales revenue may be subject to adjustment if the product specification does not conform to the terms specified in the sales contract, but this does not impact the passing of control. Specification adjustments have been immaterial historically. |
| ● | The customer has legal title to the asset. The Company may retain legal title until payment is received but this is for credit risk purposes only. |
| ● | The customer has physical possession of the asset. This indicator may be less important as the customer may obtain control of an asset prior to obtaining physical possession, which may be the case for goods in transit. |
Where the Company sells on ‘C’ terms (e.g., Cost, Insurance and Freight “CIF,” Carriage and Insurance Paid to “CIP,” Cost and Freight “CFR” and Carriage Paid to “CPT)”, the Company is responsible (acts as principal) for providing shipping services and, in some instances, insurance after the date at which control of goods passes to the customer at the loading point. The Company, therefore, has separate performance obligations for freight and insurance services that are provided solely to facilitate the sale of the commodities it produces. Revenue attributable to freight and insurance services is not material.
Where the Company sells on ‘D’ terms (e.g., Delivered Duty Paid “DDP”, Delivered at Place “DAP “and Delivered at Terminal “DAT”), the Company arranges and pays for the carriage and retains the risk of the goods until delivery at an agreed destination, where ownership and control is transferred.
Where the Company sells on ‘F’ terms (e.g., Free Carrier “FCA” or Free on Board “FOB”), the customer arranges and pays for the main transportation. Risk and control are transferred to the customer when the goods are handed to the carrier engaged by the customer.
The Company’s products are sold to customers under contracts which vary in tenure and pricing mechanisms. The majority of pricing terms are either fixed or index-based for monthly, quarterly or annual periods, with a smaller proportion of volumes being sold on the spot market.
Within each sales contract, each unit of product shipped is a separate performance obligation. Revenue is generally recognized at the contracted price as this reflects the stand-alone selling price. Sales revenue excludes any applicable sales taxes.
F-27
4.18 Expense recognition
Expenses are recognized on an accrual basis. An expense is recognized in the consolidated income statements when there is a decrease in the future economic benefits related to a reduction of an asset, or an increase in a liability, which can be measured reliably. This means that an expense is recognized simultaneously with the recognition of the increase in a liability or the reduction of an asset. Additionally, an expense is recognized immediately in the consolidated income statements when a disbursement does not give rise to future economic benefits or when the requirements for recognition as an asset are not met. Also, an expense is recognized when a liability is incurred and no asset is recognized, as in the case of a liability relating to a guarantee.
4.19 Grants
The Company periodically receives government grants to support operations. Grants are recorded at their fair value in the consolidated income statements within “Other operating income” when there is reasonable assurance that the Company will satisfy the underlying grant conditions and the grants will be received. Otherwise, they are recorded as other liabilities. To the extent required, grants are deferred and recognized on a systematic basis over the periods in which the Company expects to recognize the related expenses for which the grants are intended to compensate. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. The deferred portion of grants are presented in “deferred income” in the consolidated statements of financial position.
When the grant relates to compensations for the indirect carbon dioxide emissions costs included in the energy bills, the income is recorded in “Raw Materials and energy consumption for production” in the consolidated income statements and the uncollected portion of the grant is presented in “other receivables” in the consolidated statements of financial position.
4.20 Termination benefits
Under current labor legislation, the Company is required to pay termination benefits to employees whose employment relationship is terminated under certain conditions. The cost of providing employee benefits is recognized in the period in which the benefit is earned by the employee, rather than when it is paid or payable.
4.21 Carbon dioxide emission allowances
The Company recognizes carbon dioxide emission allowances received, whether allocated by government or purchased, as intangible assets. The intangible asset is initially measured and recognized on the date of acquisition at fair value, being the consideration paid (if purchased on the open market) or the current market value (if granted for less than fair value).
When allowances are granted for less than fair value, the difference between the fair value and the nominal amount paid is recognized as a government grant. The grant is initially recognized as deferred income in the consolidated statements of financial position and subsequently recognized as “Other operating income” on a systematic basis on the proportion of the carbon dioxide emitted over total carbon dioxide expected to be emitted for the compliance period on the consolidated income statements. In the case that a better estimate of the expected carbon dioxide emissions for the compliance period is available, the deferred income to be recognized in the consolidated statements of financial position is adjusted prospectively.
As the Company emits carbon dioxide, it recognizes a provision for its obligation to deliver the carbon dioxide allowances at the end of the compliance period. The provision is remeasured and recorded as an expense at the end of each reporting period at historical cost for the emission rights (allowances) received and at acquisition cost for the carbon dioxide purchased and at fair value for the carbon dioxide pending to be purchased.
Intangible assets recognized for emissions allowances are not amortized and remain valued at historical cost until either sold or surrendered in satisfaction of the Company’s obligation to deliver the allowances to the relevant authority.
F-28
Sale of emission rights
When the Company has determined to sell its emission rights, the emission rights sold would be derecognized from the consolidated statements of financial position against the cash received. In those cases, where the price per emission right is different to the fair value per emission right at the time they were granted, a gain or a loss on the disposal of assets will be recognized. The deferred income originally recognized for the free emission rights granted at the beginning of the compliance period that still remain in the consolidated statements of financial position at the time of sale will be derecognized.
4.22 Share-based compensation
The Company operates a share-based compensation plan with certain equity and cash-settlement options. The Company recognizes share-based compensation expense based on the estimated grant date fair value of share-based awards using Stochastic and Black-Scholes option pricing model. Prior to vesting, cumulative compensation cost equals the proportionate amount of the award earned to date. The Company has elected to treat each award as a single award and recognize compensation cost on a straight-line basis over the requisite service period of the entire award. If the terms of an award are modified in a manner that affects both the fair value and vesting of the award, the total amount of remaining unrecognized compensation cost (based on the grant-date fair value) and the incremental fair value of the modified award are recognized over the amended vesting period. The Company´s liability for cash-settled awards is immaterial.
4.23 Other income
Interest income is recognized as the interest accrues using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset.
Dividend income from investments is recognized when the shareholders’ right to receive the payment is established.
4.24 Consolidated statements of cash flows
The following terms are used in the consolidated statements of cash flows, prepared using the indirect method, with the meanings specified as follows:
| 1. | Cash flows: inflows and outflows of cash and cash equivalents, which are short-term, highly liquid investments that are subject to an insignificant risk of changes in value. |
| 2. | Operating activities: activities constituting the object of the subsidiaries forming part of the consolidated Company and other activities that are not investing or financing activities. |
| 3. | Investing activities: the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents. |
| 4. | Financing activities: activities that result in changes in the size and composition of the equity and borrowings of the Company that are not operating or investing activities. Interest payments and principal payments are presented separately. |
F-29
5. Segment reporting
The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”) since the role encompasses authority over resource allocation decisions and performance assessment, mainly analyzing performance from the production obtained in the operations. The Company has identified 10 operating segments:
| ● | Canada – Silicon Metals |
| ● | Canada – Silicon Alloys |
| ● | U.S. – Silicon Metals |
| ● | U.S. - Silicon Alloys |
| ● | Europe – Manganese Alloys |
| ● | Europe – Silicon Metals |
| ● | Europe - Silicon Alloys |
| ● | South Africa – Silicon Metals |
| ● | South Africa – Silicon Alloys; and |
| ● | Other segments |
The operating segments described above are those components whose operating results are regularly reviewed by the entity’s CODM to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. This is due to the integrated operations within each region and product family and the ability to reallocate production based on the individual capacity of each plant. Additionally, economic factors that may impact our results of operations, such as currency fluctuations and energy costs, are also assessed at a regional and product level.
The Company’s North America- Silicon Metal and North America – Silicon Alloys reportable segments are the result of the aggregation of the operating segments of the United States and Canada Silicon Metals and the operating segments of the United States and Canada Silicon Alloys. These operating segments have been aggregated as they have similar long-term economic characteristics and there is similarity of competitive and operating risks and the political environment in the United States and Canada. The Europe-Silicon Metals, the Europe-Silicon Alloys, the Europe -Manganese, the South Africa – Silicon Metals and South Africa – Silicon Alloys reportable segments are equal to each related Operating segment.
All other segments that do not meet the quantitative threshold for separate reporting and are deemed to have similar economic characteristics have been grouped as “Other segments”, which mainly includes holding entities in the United Kingdom and Ferroglobe Advanced Material, a Spanish subsidiary.
F-30
The consolidated income statements as of December 31, 2024, 2023 and 2022, respectively, by reportable segment, are as follows:
2024 | ||||||||||||||||||||
| North America |
| North America |
| Europe |
| Europe |
| Europe |
| South Africa |
| South Africa |
|
| Adjustments/ |
| |||
Silicon Metal | Silicon Alloys | Manganese | Silicon Metal | Silicon Alloys | Silicon Metal | Silicon Alloys | Other segments | Eliminations (*) | Total | |||||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||||||
Sales |
| | | | | | | | | ( |
| | ||||||||
Raw materials |
| ( | ( | ( | ( | ( | ( | ( | ( | |
| ( | ||||||||
Energy consumption for production | ( | ( | ( | | | ( | ( | ( | — |
| ( | |||||||||
Other operating income |
| | | | | | | | | ( |
| | ||||||||
Staff costs |
| ( | ( | ( | ( | ( | ( | ( | ( | — |
| ( | ||||||||
Other operating expense |
| ( | ( | ( | ( | ( | ( | ( | ( | |
| ( | ||||||||
Depreciation and amortization charges |
| ( | ( | ( | ( | ( | ( | ( | ( | — |
| ( | ||||||||
Impairment (loss) gain |
| ( | — | ( | — | ( | ( | — | ( | — |
| ( | ||||||||
Other (loss) gain | ( | ( | — | | | — | ( | | — | | ||||||||||
Operating (loss) profit |
| ( | | | | ( | ( | ( | ( | — |
| | ||||||||
(*) The amounts correspond to transactions between segments that are eliminated in the consolidation process.
2023 | ||||||||||||||||||||
| North America |
| North America |
| Europe |
| Europe |
| Europe |
| South Africa |
| South Africa |
|
| Adjustments/ |
| |||
Silicon Metal | Silicon Alloys | Manganese | Silicon Metal | Silicon Alloys | Silicon Metal | Silicon Alloys | Other segments | Eliminations (*) | Total | |||||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||||||
Sales |
| | | | | | | | | ( |
| | ||||||||
Raw materials |
| ( | ( | ( | ( | ( | ( | ( | ( | |
| ( | ||||||||
Energy consumption for production | ( | ( | | | | ( | ( | ( | — | | ||||||||||
Other operating income |
| | | | | | | ( | | ( |
| | ||||||||
Staff costs |
| ( | ( | ( | ( | ( | ( | ( | ( | — |
| ( | ||||||||
Other operating expense |
| ( | ( | ( | ( | ( | ( | ( | ( | |
| ( | ||||||||
Depreciation and amortization charges |
| ( | ( | ( | ( | ( | ( | ( | ( | — |
| ( | ||||||||
Impairment (loss) gain |
| ( | — | ( | — | ( | | — | | — |
| ( | ||||||||
Other (loss) gain | ( | ( | | | | — | — | | — | ( | ||||||||||
Operating (loss) profit |
| | | | | | ( | |
| ( |
| ( |
| | ||||||
(*) The amounts correspond to transactions between segments that are eliminated in the consolidation process.
2022 | ||||||||||||||||||||
| North America |
| North America |
| Europe |
| Europe |
| Europe |
| South Africa |
| South Africa |
|
| Adjustments/ |
| |||
Silicon Metal | Silicon Alloys | Manganese | Silicon Metal | Silicon Alloys | Silicon Metal | Silicon Alloys | Other segments | Eliminations (*) | Total | |||||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||||||
Sales |
| | | | | | | | | ( |
| | ||||||||
Raw materials |
| ( | ( | ( | ( | ( | ( | ( | ( | |
| ( | ||||||||
Energy consumption for production | ( | ( | ( | ( | ( | ( | ( | ( | — | ( | ||||||||||
Other operating income |
| | | | | | | | | ( |
| | ||||||||
Staff costs |
| ( | ( | ( | ( | ( | ( | ( | ( | — |
| ( | ||||||||
Other operating expense |
| ( | ( | ( | ( | ( | ( | ( | ( | |
| ( | ||||||||
Depreciation and amortization charges |
| ( | ( | ( | ( | ( | ( | ( | ( | — |
| ( | ||||||||
Impairment (loss) gain |
| — | — | ( | — | ( | | | ( | — |
| ( | ||||||||
Other (loss) gain | ( | ( | ( | | | — | — | — | | — | ( | |||||||||
Operating (loss) profit |
| | | | | | | |
| ( |
| — |
| | ||||||
(*) The amounts correspond to transactions between segments that are eliminated in the consolidation process.
F-31
Other disclosures
Sales by product line
Sales by major product line are as follows:
|
| Year Ended December 31, | ||||
2024 |
| 2023 |
| 2022 | ||
US$'000 | US$'000 | US$'000 | ||||
Silicon metal |
| |
| |
| |
Manganese-based alloys |
| |
| |
| |
Ferrosilicon |
| |
| |
| |
Other silicon-based alloys |
| |
| | | |
Silica fume |
| |
| | | |
Other |
| |
| | | |
Total |
| |
| |
| |
Information about major customers
Total sales of $
Non-current assets by geographical area
Non-current assets, other than financial instruments, deferred tax assets, post-employment benefit assets and rights arising under insurance contracts, by geographical area are as follows:
Year ended December 31, | ||||
| 2024 |
| 2023 | |
US$´000 | US$´000 | |||
United Kingdom | | | ||
United States of America | | | ||
Europe |
| |||
Spain | | | ||
France | | | ||
Other European Countries | | | ||
Total non-current assets in Europe | | | ||
Rest of the World | | | ||
Total | | | ||
F-32
6. Goodwill
Changes in the carrying amount of goodwill during the years ended December 31, 2024 and 2023, are as follows:
|
| January 1, |
| Impairment |
| December 31, |
| Impairment |
| December 31, |
2023 | (Note 27.8) | 2023 | (Note 27.8) | 2024 | ||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||||||
U.S. Silicon Metal cash generating units |
| |
| | |
| ( | | ||
U.S. Silicon Based Alloys cash generating units | | | | | | |||||
Total |
| |
| |
| |
| ( |
| |
For the years ended December 31, 2024 and 2023, in connection with our annual goodwill impairment test, the Company recorded an impairment charge of $
Goodwill is allocated to its respective CGUs and tested annually for impairment. The Company has determined that the lowest level within the Company that goodwill is monitored for internal management purposes comprises four individual US CGUs aggregated into two groups of CGUs for review. In accordance with the requirements of IAS 36, an impairment loss is recorded when the recoverable amount is below the carrying amount of the net assets of a CGU or group of CGUs (including the goodwill allocated to it). A CGU’s or group of CGU’s recoverable amount is the higher of its fair value less costs of disposal and its value in use. As of December 31, 2024 and 2023, the recoverable amount for all groups of cash-generating units to which goodwill has been allocated has been determined based on value in use.
Of the individual CGUs which comprise the U.S. Silicon Metal CGU group, the Company’s Alloy facility declined in value in 2024, negatively impacting the recoverable amount of the U.S. Silicon Metal CGU group. We also previously recorded a full impairment charge for our Selma facility as of December 31, 2023, which is also included within the U.S. Silicon Metal CGU group. See more details in Note 8.
Key assumptions used in the determination of recoverable value
Ferroglobe operates in a cyclical market, and silicon and silicon-based alloy index pricing and foreign import pressure into the U.S. markets impact the future projected cash flows used in our impairment analysis. Our approach in determining the recoverable amount uses a discounted cash flow methodology, which necessarily involves making numerous estimates and assumptions of which the key assumptions used for estimating cash flow projections are the discount rate, the long-term growth rate and forecasted EBITDA margins for the subsequent five-year period (2025-2029) and perpetuity beyond the final year.
Management makes estimates, assumptions and judgements on uncertain matters. For each group of cash-generating units to which goodwill has been allocated, the value in use is determined based on economic assumptions and forecasted operating conditions as follows:
2024 | 2023 | |||||
U.S. Silicon Metals |
| U.S. | U.S. | |||
Pre-tax discount rate |
| | % |
| | % |
Long-term growth rate |
| | % |
| | % |
Forecasted EBITDA margins |
| ( | % |
| % | |
2024 | 2023 | |||||
U.S. Silicon Based Alloys |
| U.S. | U.S. | |||
Pre-tax discount rate |
| | % |
| | % |
Long-term growth rate |
| | % |
| | % |
Forecasted EBITDA margins |
| % |
| % | ||
F-33
Discount rate
The discount rate, applied to discount the related cash flows, is the weighted average cost of capital (WACC), determined by the weighted average cost of equity and cost of debt according to the finance structure determined for each group of CGUs.
This rate is calculated using the capital asset pricing model (CAPM), which considers the asset’s systemic risk, and the impact of those risks not already considered on cash flows, such as country risk, business-specific credit risk, currency risk and price risk specific to the financial asset, constantly monitoring the fluctuations of the financial markets.
The main underlying data used in these calculations are obtained from independent and renowned external information sources.
Long-term growth rate
Cash flow projections from the terminal year are calculated using an expected constant growth rate (g), considering projected CPI data collected from a variety of third party, external sources.
Forecasted EBITDA margins
Forecasted EBITDA margins are the projection of EBITDA divided by sales over the forecast period. EBITDA is defined as net profit (loss) attributable to the parent, adjusted by (i) profit (loss) attributable to non-controlling interest; (ii) income tax (benefit) expense; (iii) net finance expense; and (iv) depreciation and amortization charges.
For forecasted EBITDA margins, the Company determines its projected sales and cost of sales through a combination of analysis of prior year actuals and budgeted pricing and volumes. Where applicable, the Company relies on third party sources to derive key inputs. Internally, the Company reviews contracted amounts as well as forecasts. Finally, corporate overheads are allocated using an internal key based on projected volumes.
These assumptions have been used in the impairment test for each of the
These estimates will likely differ from future actual results of operations and cash flows, and it is possible that these differences could be material. In addition, judgements are applied in determining the level of CGU groups identified for impairment testing and the criteria used to determine which assets should be aggregated. Changes in our business activities or structure may also result in additional changes to the level of testing in future periods. Further, future events could cause the Group to conclude that impairment indicators exist and that the asset values associated with a given operation have become impaired.
Sensitivity to changes in assumptions
Changing management’s assumptions could affect the evaluation of the value in use of our groups of cash-generating units and, therefore, the impairment result. As of December 31, 2024 there is an impairment loss of $
The sensitivity analysis revealed that no reasonable possible changes in any of the key assumptions would result in a material adjustment to the impairment loss recorded in our U.S. Silicon Metal CGU group as of December 31, 2024. Additionally, no reasonably possible changes in any of the key assumptions would result in the carrying amount of the U.S. Silicon Based Alloys CGU group exceeding its recoverable amount as of December 31, 2024.
F-34
7. Intangible assets
Changes in the carrying amount of intangible assets during the years ended December 31 are as follows:
| For the year ended 31 December 2024 | |||||||||||||
Greenhouse | Other |
| ||||||||||||
Development | Power Supply | Computer | gasses | Intangible | ||||||||||
Expenditure | Agreements | Rights of Use | Software | (Co2) | Assets | Total | ||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||||||||
Acquisition cost: | ||||||||||||||
Balance at January 1, 2024 |
| |
| |
| |
| |
| | |
| | |
Additions |
| | — | — | | | — | | ||||||
Disposals |
| — | — | — | — | ( | — | ( | ||||||
Transfers from/(to) other accounts | | — | ( | — | — | ( | — | |||||||
Exchange differences |
| ( | — | ( | ( | ( | ( | ( | ||||||
Balance at December 31, 2024 |
| |
| |
| |
| |
| | |
| | |
Accumulated depreciation (Note 27.6): | ||||||||||||||
Balance at January 1, 2024 | ( | ( | ( | ( | — | ( | ( | |||||||
Depreciation and amortization for the period | ( | — | — | ( | — | ( | ( | |||||||
Exchange differences | | — | | | — | | | |||||||
Balance at December 31, 2024 | ( | ( | ( | ( | — | ( | ( | |||||||
Impairment (Note 27.8): | ||||||||||||||
Balance at January 1, 2024 | ( | — | ( | — | — | ( | ( | |||||||
Impairment losses for the period | — | — | — | — | — | — | — | |||||||
Exchange differences | | — | | — | — | ( | | |||||||
Balance at December 31, 2024 |
| ( |
| — |
| ( |
| — |
| — | ( |
| ( | |
Carrying amount at December 31, 2024 | | — | — | | | | | |||||||
F-35
| For the year ended 31 December 2023 | |||||||||||||
Greenhouse | Other |
| ||||||||||||
Development | Power Supply | Computer | gasses | Intangible | ||||||||||
Expenditure | Agreements | Rights of Use | Software | (Co2) | Assets | Total | ||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||||||||
Acquisition cost: | ||||||||||||||
Balance at January 1, 2023 |
| |
| |
| |
| |
| | |
| | |
Additions |
| | — | — | | | — | | ||||||
Disposals |
| — | — | — | — | ( | — | ( | ||||||
Transfers from/(to) other accounts | | — | — | | ( | | ||||||||
Exchange differences |
| | — | | | | ( | | ||||||
Balance at December 31, 2023 |
| |
| |
| |
| |
| | |
| | |
Accumulated depreciation (Note 27.6): | ||||||||||||||
Balance at January 1, 2023 | ( | ( | ( | ( | — | ( | ( | |||||||
Depreciation and amortization for the period | ( | — | — | ( | — | ( | ( | |||||||
Disposals | | — | — | — | — | | ||||||||
Transfers from/(to) other accounts | ( | — | — | — | — | ( | ||||||||
Exchange differences | ( | — | ( | ( | — | | ( | |||||||
Balance at December 31, 2023 | ( | ( | ( | ( | — | ( | ( | |||||||
Impairment (Note 27.8): | ||||||||||||||
Balance at January 1, 2023 | ( | — | ( | — | — | ( | ( | |||||||
Transfers from/(to) other accounts | | — | — | — | — | — | | |||||||
Exchange differences | ( | — | ( | — | — | | ( | |||||||
Balance at December 31, 2023 |
| ( |
| — |
| ( |
| — |
| — | ( |
| ( | |
Carrying amount at December 31, 2023 | | — | — | | | | | |||||||
Development expenditures: For the year ended, the Company invested $
Computer software: For the years ended December 31, 2024 and 2023, the Company invested $
Greenhouse gas rights: As of December 31, 2024 and 2023, greenhouse gas rights primarily relate to the acquisition, use and expiration of rights held to emit greenhouse gasses by certain European and Canadian subsidiaries (see Note 4.21). For the year ended December 31, 2024 and 2023, the Company did not purchase or sell rights to emit greenhouse gasses, respectively. The additions relate to allowances granted.
As of December 31, 2024 and 2023, the Company has certain intangible assets related to rights held to emit greenhouse gasses pledged as collateral for other financial liabilities (see Note 20).
As of December 31, 2023, the Company had certain intangible assets related to rights held to emit greenhouse gasses pledged as collateral for debt instruments (see Note 19).
F-36
8. Property, plant and equipment
Property, plant and equipment, net of the related accumulated depreciation and impairment, as of December 31, 2024 and 2023 is as follows:
For the year ended 31 December 2024 | ||||||||||||||||||
Property, Plant | Other Items of | Other Items | Other Items | |||||||||||||||
Other Fixtures, | and Equipment | Property, | of Leased | of Leased | ||||||||||||||
| Land and |
| Plant and |
| Tools and |
| in the Course of |
| Mineral |
| Plant and |
| Land and |
| Plant and |
| ||
Buildings | Machinery | Furniture | Construction | Reserves | Equipment | Buildings | machinery | Total | ||||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||||||||||
Acquisition cost: | ||||||||||||||||||
Balance at January 1, 2024 | | | | | | | | | | |||||||||
Additions | | | | | — | | | | | |||||||||
Disposals and other | ( | ( | ( | — | — | — | ( | ( | ( | |||||||||
Transfers from/(to) other accounts | | | | ( | | ( | — | | — | |||||||||
Exchange differences | ( | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||
Balance at December 31, 2024 | | | | | | | | | | |||||||||
Accumulated depreciation (Note 27.6): | ||||||||||||||||||
Balance at January 1, 2024 | ( | ( | ( | — | ( | ( | ( | ( | ( | |||||||||
Depreciation and amortization for the period | ( | ( | ( | — | ( | ( | ( | ( | ( | |||||||||
Disposals and other | | | | — | — | — | | | | |||||||||
Transfers from/(to) other accounts | ( | | ( | — | — | — | — | | — | |||||||||
Exchange differences | | | | — | — | | | | | |||||||||
Balance at December 31, 2024 | ( | ( | ( | — | ( | ( | ( | ( | ( | |||||||||
Impairment (Note 27.8): | ||||||||||||||||||
Balance at January 1, 2024 | ( | ( | ( | ( | — | ( | ( | — | ( | |||||||||
Impairment losses for the period | ( | ( | ( | ( | — | — | — | ( | ( | |||||||||
Disposals and other | — | | — | — | — | — | — | — | | |||||||||
Transfers from/(to) other accounts | ( | ( | | | — | — | — | — | — | |||||||||
Exchange differences | | | | | — | | — | | | |||||||||
Balance at December 31, 2024 | ( | ( | ( | ( | — | ( | ( | ( | ( | |||||||||
Carrying amount at December 31, 2024 | | | | | | | | | | |||||||||
For the year ended 31 December 2023 | ||||||||||||||||||
Property, Plant | Other Items of | Other Items | Other Items | |||||||||||||||
Other Fixtures, | and Equipment | Property, | of Leased | of Leased | ||||||||||||||
| Land and |
| Plant and |
| Tools and |
| in the Course of |
| Mineral |
| Plant and |
| Land and |
| Plant and |
| ||
Buildings | Machinery | Furniture | Construction | Reserves | Equipment | Buildings | machinery | Total | ||||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||||||||||
Acquisition cost: | ||||||||||||||||||
Balance at January 1, 2023 | | | | | | | | | | |||||||||
Additions | | | | | | — | | | | |||||||||
Disposals and other | ( | ( | ( | ( | — | — | ( | ( | ( | |||||||||
Transfers from/(to) other accounts | | | ( | ( | — | | | | ( | |||||||||
Exchange differences | | | ( | | ( | ( | | | | |||||||||
Balance at December 31, 2024 | | | | | | | | | | |||||||||
Accumulated depreciation (Note 27.6): | ||||||||||||||||||
Balance at January 1, 2023 | ( | ( | ( | ( | ( | ( | ( | |||||||||||
Depreciation and amortization for the period | ( | ( | ( | — | ( | ( | ( | ( | ( | |||||||||
Disposals and other | | | | — | — | — | | | | |||||||||
Transfers from/(to) other accounts | | ( | ( | — | — | — | — | — | — | |||||||||
Exchange differences | ( | ( | | — | — | | ( | ( | ( | |||||||||
Balance at December 31, 2023 | ( | ( | ( | — | ( | ( | ( | ( | ( | |||||||||
Impairment (Note 27.8): | ||||||||||||||||||
Balance at January 1, 2023 | ( | ( | ( | ( | — | ( | ( | — | ( | |||||||||
Impairment losses for the period | ( | ( | ( | ( | — | — | — | — | ( | |||||||||
Disposals and other | | | | — | — | | — | | ||||||||||
Transfers from/(to) other accounts | ( | ( | — | | — | — | — | — | ( | |||||||||
Exchange differences | ( | ( | | ( | — | | — | — | ( | |||||||||
Balance at December 31, 2023 | ( | ( | ( | ( | — | ( | ( | — | ( | |||||||||
Carrying amount at December 31, 2023 | | | | | | | | | | |||||||||
F-37
For the years ended December 31, 2024 and 2023, the Company invested $
Property, plant and equipment in the course of construction: For the years ended December 31, 2024 and 2023, the Company invested $
Other additions: The Company acquired a high purity quartz mine in Q4 2023. Of the $
Impairment considerations:
The Company defines its CGUs for impairment testing of its property, plant and equipment to be at the individual plant or mine level. The Company deems this level to be the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflow from other assets or groups of assets. As of December 31, 2024 and 2023, all cash-generating units were assessed for indicators of potential impairment.
As of December 31, 2024, the Company identified impairment indicators for our Puertollano, Dunkirk, Pierrefiette, Emalahleni, Polokwane and Alloy CGUs.
We engaged valuation specialists to determine the recoverable amount of our Puertollano CGU, with a pre-impairment carrying value of $
In determining the fair value of the real estate, the valuation was undertaken based on a collation and analysis of appropriate comparable transactions, together with evidence of demand within the vicinity of the property. These transactions served as the basis for the analysis of the real estate, considering size, location, aspect and other material factors. The Company applied an immaterial estimate for the costs to dispose.
In determining the recoverable value of the industrial equipment, the valuation was undertaken in various stages. The Company began by estimating the replacement cost if new using an indirect costing method. The Company then accounted for any loss in value due to general deterioration in condition, inherent inefficiencies and other external influences. Any reduction in value results from a combination of factors that may include physical deterioration, functional obsolescence and economic obsolescence. The Company also considered comparable transactions for similar equipment and ultimately applied an estimate for costs to dispose ranging from
The recoverable value of the real estate and industrial products was determined to be $
The recoverable amounts for our Dunkirk, Pierrefiette, Emalahleni, Polokwane and Alloy CGUs were determined based on their respective values in use. As of December 31, 2024, the Company’s Pierrefiette, Polokwane and Emalahleni recoverable values were not sensitive to changes in the underlying assumptions. For Pierrefiette and Emalahleni, if their respective recoverable values were to fall by
Full impairment was recorded for our Polokwane CGU. The Company is currently projecting to temporarily idle this facility in 2025 and potentially beyond due to local production costs.
F-38
For our Dunkirk CGU, our current agreement with the EDF, which is under current negotiation for further extension as of December 31, 2024, expires at the end of 2025. The potential loss, however, of these benefits in the forecast period did not result in an impairment of the carrying value. For our Alloy CGU, the Company is projecting increases in local energy expenses in the forecast period, which has resulted in an impairment of $
Pre-Tax | Long-Term | EBITDA | |||||
Discount Rate | Growth Rate | Margin1 | |||||
CGU | |||||||
Dunkirk | |||||||
Alloy | ( |
(1) EBITDA Margin is determined as EBITDA divided by sales
Sensitivity to changes in assumptions
Changing management’s assumptions could affect the evaluation of the value in use of our Dunkirk and Alloy CGUs, respectively and, therefore, the impairment result. The following reasonably possible changes to the assumptions used in the impairment test would result in the following changes in recoverable value:
Excess of | Sensitivity on | Sensitivity on | Sensitivity on | |||||||||
recoverable | discount rate | long-term growth rate | EBITDA | |||||||||
Carrying | value over | Decrease | Increase | Decrease | Increase | Decrease | Increase | |||||
Value | carrying value | by | by | by | by | by | by | |||||
CGU | ||||||||||||
Dunkirk | | | | ( | | ( | ( | | ||||
Excess of | Sensitivity on | Sensitivity on | Sensitivity on | |||||||||
recoverable | discount rate | long-term growth rate | EBITDA | |||||||||
Carrying | value over | Decrease | Increase | Decrease | Increase | Decrease | Increase | |||||
Value | carrying value | by | by | by | by | by | by | |||||
CGU | ||||||||||||
Alloy | | ( | | ( | | ( | ( | | ||||
The Company’s approach to the determination of its discount rate, long-term growth rate and EBITDA margins are discussed in Note 6. Specifically for our Dunkirk facility, and in response to internal review of transition risks associated with climate change, the Company increased the sensitivity within forecasted EBITDA margin to include potential impacts from the increase in the cost for greenhouse gas emissions. Specifically, the potential costs to procure emission allowances could increase or the governmental allowances could decrease, reducing forecasted EBITDA margins.
Where applicable, the Company relies on third party sources to derive key inputs. Internally, the Company reviews contracted amounts as well as forecasts. Finally, corporate overheads are allocated using an internal key based on projected volumes.
Impairment considerations for the year ended December 31, 2023:
As of December 31, 2023, we identified indicators of potential impairment in our Puertollano, Sabon, Boo, Selma and Polokwane CGUs.
F-39
The recoverable amount for the Puertollano CGU with a carrying value of $
The recoverable amounts for the Sabon, Boo, Selma and Polokwane CGUs were determined based on their respective values in use. As of December 31, 2023, the Company’s Sabon and Boo CGU recoverable values were not sensitive to changes in the underlying assumptions. The Company’s Selma plant was idled and remains so for the foreseeable future and thus the carrying value of its associated assets was fully impaired based on a negative estimated recoverable amount. For the Polokwane CGU, the significant assumptions used to estimate its value in use were as follows: (i) pre-tax discount rate of
Sensitivity to changes in assumptions
Changing management’s assumptions could have affected the evaluation of the value in use of our Polokwane cash-generating unit and, therefore, the impairment result. As of December 31, 2023 there was $
The following reasonably possible changes to the assumptions used in the impairment test led to the following changes in recoverable value, noting that sensitivities in EBITDA could indicate a reduction in carrying value. All other sensitivities retain sufficient headroom:
Excess of | Sensitivity on | Sensitivity on | Sensitivity on | |||||||||
recoverable | discount rate | long-term growth rate | EBITDA | |||||||||
Carrying | value over | Decrease | Increase | Decrease | Increase | Decrease | Increase | |||||
Value | carrying value | by | by | by | by | by | by | |||||
CGU | ||||||||||||
Polokwane | | | | ( | | ( | ( | | ||||
The below table details the Company’s impairment/(reversals of impairments) recorded within Impairment (loss) gain in our consolidated income statements for the years ended December 31, 2024 and 2023, respectively:
| 2024 |
| 2023 | |||
CGU | Segment | US$'000 | US$'000 | |||
Selma | Noth America Silicon Metal | — | | |||
Alloy | Noth America Silicon Metal | | — | |||
Boo | Europe Manganese | — | | |||
Cee-Dumbria | Europe Silicon Alloys | | | |||
Polokwane | South Africa Silicon Metal | | — | |||
Puertollano | Other Segments |
| | — | ||
Others | Other Segments | — | ( | |||
Total | |
| |
As of December 31, 2024 the accumulated impairment balance primarily relates to full impairments recorded in our Venezuela, Cee-Dumbria, Selma, Mo i Rana, Monzon, and Polokwane cash-generating units, respectively, as well as additional amounts for the partial impairment of Alloy and Puertollano, amongst others.
As of December 31, 2024, and 2023, the Company has property, plant and equipment ($
F-40
As of December 31, 2023, the Company had property, plant and equipment ($
Commitments
As of December 31, 2024 and 2023, the Company has capital expenditure commitments totaling $
9. Financial assets and other receivables
The Company’s financial assets and their classification under IFRS 9 Financial Instruments are as follows:
2024 classification | ||||||||||
| Note |
| Amortized cost |
| Fair value through profit or loss - mandatorily measured |
| Fair value through other comprehensive income - designated |
| Total | |
US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Other financial assets | 9.1 | | | | | |||||
Receivables from related parties | 23 | | — | — | | |||||
Trade receivables | 9.2 | | — | — | | |||||
Other receivables | 9.2 | | | |||||||
Restricted cash and cash equivalents | | — | — | | ||||||
Cash and cash equivalents | | — | — | | ||||||
Total financial assets | | | | | ||||||
2023 classification | ||||||||||
| Note | Amortized cost | Fair value | Fair value | Total | |||||
US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Other financial assets | 9.1 | | | | | |||||
Receivables from related parties | 23 | | — | — | | |||||
Trade receivables | 9.2 | | — | — | | |||||
Other receivables | 9.2 | | | |||||||
Restricted cash and cash equivalents | | — | — | | ||||||
Cash and cash equivalents | | — | — | | ||||||
Total financial assets | | | | | ||||||
Restrictions on the use of group assets
As of the year ended December 31, 2024 and 2023, Cash and cash equivalents and restricted cash and cash equivalents comprise the following:
| 2024 |
| 2023 | |
US$'000 | US$'000 | |||
Cash and cash equivalents |
| | | |
Restricted cash and cash equivalents presented as Cash |
| | | |
Total | |
| |
The Company also has certain restrictions in the partnerships with Dow as of December 31, 2024 and 2023.
F-41
9.1 Other financial assets
As of December 31, 2024, other financial assets comprise the following:
2024 | ||||||
Non- | ||||||
| Current |
| Current |
| Total | |
US$'000 | US$'000 | US$'000 | ||||
Other financial assets held with third parties: |
|
|
|
|
|
|
Other financial assets at amortized cost |
| | — | | ||
Equity securities | | — | | |||
Financial investments | — | | | |||
Derivatives not designated as hedging instruments (Note 21) | | | | |||
Derivatives designated as hedging instruments (Note 21) |
| | | |||
Total |
| |
| |
| |
As of December 31, 2023, other financial assets comprise the following:
2023 | ||||||
| Non- |
|
| |||
| Current |
| Current |
| Total | |
US$'000 | US$'000 | US$'000 | ||||
Other financial assets held with third parties: |
|
|
|
|
|
|
Other financial assets at amortized cost |
| | — | | ||
Equity securities | | | | |||
Derivatives designated as hedging instruments (Note 21) |
| | — | | ||
Total |
| |
| |
| |
Other financial assets at amortized cost
Other financial assets at amortized cost comprise the investment fund of $
Other financial assets at amortized cost also comprise deposits given to the French government by Ferroglobe France ($
The carrying amount of other financial assets at amortized cost is considered to approximate their fair value.
Financial investments
The Company’s $
F-42
9.2 Trade and other receivables
Trade and other receivables comprise the following at December 31:
| 2024 |
| 2023 | |
US$'000 | US$'000 | |||
Trade receivables |
| |
| |
Less – allowance for doubtful debts |
| ( |
| ( |
Total trade receivables | | | ||
Tax receivables |
| |
| |
Government grant receivables |
| |
| |
Other receivables |
| |
| |
Total other receivables |
| |
| |
The trade and other receivables disclosed above are short-term in nature and therefore their carrying amount is considered to approximate their fair value.
The changes in the allowance for doubtful debts during 2024 and 2023 were as follows:
| Allowance | |
US$'000 | ||
Balance at January 1, 2023 |
| |
Impairment losses recognized | | |
Collection of previously impaired balances | ( | |
Exchange differences |
| |
Balance at December 31, 2023 |
| |
Impairment losses recognized | | |
Collection of previously impaired balances | ( | |
Exchange differences | ( | |
Balance at December 31, 2024 |
| |
Factoring of trade receivables
In October 2020, the Company signed a factoring agreement with a financial institution to anticipate the collection of receivables issued by the Company’s European subsidiaries with the following main terms:
| ● | maximum cash consideration advanced is up to € |
| ● | overcollateralization of |
| ● | a |
| ● | a financing commission set at EURIBOR 3 months plus 1% charged on the drawdowns; |
Other conditions are set in relation to credit insurance policy which has been structured in an excess of loss policy where the first €
F-43
For the year ended December 31, 2024, the factoring agreement provided upfront cash consideration of $
As of December 31, 2024, the Company held $
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 met and therefore, the trade receivables sold are not derecognized from the balance sheet 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 agreements is presented as on-balance sheet factoring and the debt assigned to factoring is shown as bank borrowings.
Other agreements
In February 2022, the Company signed a without recourse factoring agreement with Bankinter offering the possibility to sell the receivables corresponding to eleven pre-approved customers by the bank and its credit insurer. Receivables are pre-financed at 100% of their face value.
The main characteristics of this program are the following:
| ● | maximum cash consideration advanced is up to € |
| ● | a |
| ● | a cost of financing at 12-month Euribor plus |
| ● | a closing fee of |
| ● | an annual renewal fee of |
The Company has concluded that we have not retained nor transferred substantially all of the risks and rewards but have transferred control of the receivables, and therefore the derecognition criteria is met and the trade receivables sold have been derecognized from the balance sheet.
Government grants receivables
The Company has been awarded a compensation for the indirect carbon dioxide emissions costs included in its energy bills in certain European entities.
For the year ended December 31, 2024, the Company recognized $
F-44
10. Inventories
Inventories comprise the following at December 31:
| 2024 |
| 2023 | |
US$'000 | US$'000 | |||
Finished goods |
| |
| |
Raw materials in progress and industrial supplies |
| |
| |
Other inventories |
| |
| |
Total |
| |
| |
For the year ended December 31, 2024, the Company recognized an expense for the write-down of inventory to net realizable value of $
As of December 31, 2024 and 2023, inventories in the Company’s subsidiaries in Spain ($
As of December 31, 2023, inventories in the Company’s subsidiaries in the United States, Canada, Norway and France ($
11. Other assets
Other assets comprise the following at December 31:
2024 | 2023 | |||||||||||
| Non- |
|
|
|
|
| Non- |
|
|
|
| |
| Current |
| Current |
| Total |
| Current |
| Current |
| Total | |
US$'000 |
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 | ||
Guarantees and deposits |
| | | |
| | | | ||||
Prepayments and accrued income |
| | | |
| | | | ||||
Advances to suppliers |
| — | | |
| — | | | ||||
Other assets |
| | | |
| | | | ||||
Total |
| |
| |
| |
| |
| |
| |
As of December 31, 2024 and 2023, the amount within “Guarantees and deposits” is mainly due to (i) a deposit made during 2021 with the Tennessee Valley Authority (TAC) which supplies power to Ferroglobe USA Metals, LLC., (ii) certain letters of credit and (iii) deposits linked to factoring agreements.
As of December 31, 2024, the decrease in “Other assets” mainly relates to the Company’s benefit from a program administered by the French Energy Regulatory Commission which allows alternative suppliers to purchase electricity generated by nuclear power plants under favorable conditions set by the public authorities, known as ARENH, and the additional agreement with EDF in which we agreed different electricity prices throughout the year based on demand amounting to $
F-45
12. Equity
Share capital
Ordinary shares are classified in equity in the consolidated statements of financial position. Each time a share premium is paid to the Company for an issued share, the respective share premium is allocated to the share premium account.
During the year ended December 31, 2024, the Company declared
As of December 31, 2024, one of the companies in partnership with a non-controlling interest, Quebec Silicon Limited Partnership distributed earnings to the non-controlling interest totaling $
As of December 31, 2024 and 2023, there were
As of December 31, 2024, the Company’s largest shareholders are as follows:
Number of Shares | Percentage of |
| |||
Name |
| Beneficially Owned |
| Outstanding Shares (*) |
|
Grupo Villar Mir, S.A.U. |
| |
| % | |
Cooper Creek Partners Management LLC | | % | |||
Others | | ||||
Shares in Treasury | ( | ||||
Total ordinary shares outstanding | | ||||
(*) | |||||
Share Repurchase Program
At the annual general meeting on June 18, 2024, shareholders granted authority to the Company to effect share repurchases. The Company is accordingly authorized for a period of
For the year ended December 31, 2024, the Company has repurchased a total of
F-46
Reserves
The change in reserves is as follows:
Reserves | ||||||||
Historical | Share-based comp | Other | ||||||
Retained Earnings | Reserves | Reserves | Total | |||||
US$'000 | US$'000 | US$'000 |
| US$'000 | ||||
Balance at January 1, 2023 | ( | | |
| | |||
Share-based compensation | — | | — | | ||||
Recording of 2022 profit in reserves | | — | — | | ||||
Other changes | — | — | ( | ( | ||||
Balance at December 31, 2023 | ( | | | | ||||
Share-based compensation | — | | — | | ||||
Recording of 2023 profit in reserves | | — | — | | ||||
Dividends paid | ( | — | — | ( | ||||
Balance at December 31, 2024 | ( | | | | ||||
The share-based payments reserve is used to recognize the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 27 for further details of these plans.
Other reserves primarily include impacts from our business combination in 2015 and a capital reduction in 2016.
Valuation adjustments
Valuation adjustments comprise the following at December 31:
| 2024 |
| 2023 | |
US$'000 | US$'000 | |||
Actuarial gains |
| |
| |
Hedging instruments | ( | | ||
Deferred tax income (See Note 24) | | | ||
Total |
| |
| |
Changes in actuarial gains are due to remeasurements of the net defined benefit liability, see Note 15.
Capital management
The Company’s primary objective is to maintain a balanced and sustainable capital structure through the industry’s economic cycles, while keeping the cost of capital at competitive levels so as to fund the Company’s growth. The main sources of financing are as follows:
| 1. | cash flows from operations; |
| 2. | bank borrowings, including asset-based lending facilities; |
| 3. | factoring of receivables. |
F-47
Non-controlling interests
The changes in non-controlling interests in the consolidated statements of financial position as of December 31, 2024 and 2023 were as follows:
| Balance | |
US$'000 | ||
Balance at January 1, 2023 |
| |
Profit for the year |
| |
Dividends paid | ( | |
Translation differences | | |
Other | ( | |
Balance at December 31, 2023 |
| |
Loss for the year | ( | |
Dividends paid | ( | |
Translation differences | ( | |
Other | | |
Balance at December 31, 2024 |
| |
WVA Manufacturing, LLC (WVA) was formed on October 28, 2009 as a wholly-owned subsidiary of Ferroglobe USA (formerly Globe), Inc. On November 5, 2009, Ferroglobe USA sold a
Quebec Silicon Limited Partnership (QSLP), formed under the laws of the Province of Québec on August 20, 2010, is managed by its general partner, Quebec Silicon General Partner Inc., which is
Despite the fact that we have the majority holding in each entity, we have exercised judgement in assessing whether we control the entities. The judgement is based on a detailed review of the shareholder and partnership agreements between us and Dow and the output and supply agreements, the composition of the Boards and Operating Committees of the entities together with voting rights and protocols, how decisions over the relevant activities are made in the context of the contractual arrangements and whether certain rights granted to Dow are substantive or protective in nature. On balance,
F-48
we have concluded that we have control of these entities. Consequently, we continue to consolidate the results and net assets of these entities and show Dow’s interests as a non-controlling interest in the consolidated financial statements.
The following table summarizes the information relating to each of these subsidiaries, before any intra-group eliminations:
2024 | 2023 | 2022 | ||||||||||
| WVA |
| QSLP |
| WVA |
| QSLP |
| WVA |
| QSLP | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Statements of Financial Position | ||||||||||||
Non-current assets |
| | | | | | | |||||
Current assets |
| | | | | | | |||||
Non-current liabilities |
| | | | | | | |||||
Current liabilities |
| | | | | | | |||||
Income Statements |
| |||||||||||
Sales |
| | | | | | | |||||
Operating (loss) profit |
| ( | | | | | | |||||
(Loss) profit before taxes |
| ( | | | | | | |||||
Net (loss) income |
| ( | | | | | | |||||
Cash Flow Statements |
| — | — | |||||||||
Cash flows provided by (used in) operating activities |
| | ( | | | ( | ( | |||||
Cash flows used in investing activities |
| ( | ( | ( | ( | ( | ( | |||||
Cash flows (used in) provided by financing activities |
| — | ( | — | — | — | | |||||
Exchange differences on cash and cash equivalents in foreign currencies |
| — | ( | — | — | — | | |||||
Beginning balance of cash and cash equivalents |
| | | | | | ||||||
Ending balance of cash and cash equivalents |
| | | | | |
| | ||||
13. Earnings per ordinary share
Basic earnings per ordinary share are calculated by dividing the consolidated profit for the year attributable to the Parent by the weighted average number of ordinary shares outstanding during the year, excluding the average number of treasury
F-49
shares held in the year. Dilutive earnings per share assumes the exercise of stock options, provided that the effect is dilutive.
2024 |
| 2023 | 2022 | |||
Basic profit per share (EPS) | ||||||
Numerator: |
|
|
|
|
| |
Profit for the year attributable to the Parent |
| | | | ||
Denominator: |
|
|
|
|
| |
Weighted-average number of shares outstanding to equity holders |
| |
| | | |
Basic profit for the period attributable to equity holders |
| |
| | | |
Diluted profit per share (EPS) | ||||||
Numerator: |
|
|
|
|
| |
Profit for the year attributable to the Parent |
| |
| | | |
Denominator: | ||||||
Weighted-average number of shares outstanding to equity holders | | | | |||
Effect of dilutive securities from equity incentive plans | | | | |||
Weighted-average number of shares outstanding - diluted to equity holders | | | | |||
Diluted profit for the period attributable to equity holders |
| |
| | | |
In periods for which we have a loss, basic net loss per share is the same as diluted net loss per share. We exclude from our calculation of diluted loss per share all potentially dilutive in-the-money equity awards, which would have been anti-dilutive.
No potential ordinary shares were excluded from the calculation of diluted earnings (loss) per ordinary share because their effect would be anti-dilutive in 2024, 2023 and 2022.
14. Deferred income
Deferred income comprises the following as at December 31:
2024 | 2023 | |||
| US$'000 |
| US$'000 | |
Carbon dioxide emissions allowances | | | ||
Government grants | | | ||
Total | | |
The deferred income related to Co2 emission allowances is recognized as “Other operating income” on a systematic basis on the proportion of the carbon dioxide emitted over total carbon dioxide expected to be emitted for the compliance period on the consolidated income statements (see Note 27.3). As of December 31, 2023, the deferred income related to Carbon dioxide emission allowances was higher since actual emissions were lower than the allowance received.
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15. Provisions
Provisions comprise the following as of December 31:
| 2024 |
| 2023 | |||||||||
Non- Current |
| Current |
| Total |
| Non- Current |
| Current |
| Total | ||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Environmental provisions |
| | | |
| | | | ||||
Provisions for litigation in progress |
| | | |
| — | | | ||||
Provisions for third-party liabilities |
| | — | |
| | — | | ||||
Provisions for Carbon dioxide emissions allowances | | | | — | | | ||||||
Provision for restructuring costs | — | | | — | | | ||||||
Other provisions |
| | | |
| | | | ||||
Total |
| |
| |
| |
| |
| |
| |
The changes in the various line items of provisions in 2024 and 2023 were as follows:
|
| Provisions for |
| Provisions for |
| Provisions for |
| Provisions for |
|
| ||||
Environmental | Litigation | Third | Carbon Dioxide Emissions | Restructuring | Other | |||||||||
Provisions | in Progress | Party Liabilities | Allowances | Costs | Provisions | Total | ||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||||||||
Balance at January 1, 2023 |
| |
| |
| | |
| | |
| | ||
Charges for the year | | | | | — | | | |||||||
Provisions reversed with a credit to income | — | ( | — | ( | — | ( | ( | |||||||
Amounts used | ( | ( | ( | ( | ( | ( | ( | |||||||
Remeasurement through other comprehensive income (loss) | — | — | | — | — | — | | |||||||
Exchange differences and others | ( | | | | | ( | | |||||||
Balance at December 31, 2023 |
| |
| |
| | |
| | |
| | ||
Charges for the year | — | | | | — | | | |||||||
Provisions reversed with a credit to income | — | ( | — | — | ( | ( | ( | |||||||
Amounts used | ( | ( | ( | ( | ( | ( | ( | |||||||
Remeasurement through other comprehensive income (loss) | — | — | ( | — | — | — | ( | |||||||
Exchange differences and others | ( | | ( | ( | ( | ( | ( | |||||||
Balance at December 31, 2024 |
| |
| |
| | |
| | |
| |
Environmental provisions
Environmental provisions related to $
Provisions for litigation in progress
The timing and amounts of potential liabilities arising from such exposures is uncertain. The provision reflects the Company’s best estimate of the expenditure required to meet resulting obligations.
Certain employees of Ferroglobe France (formerly FerroPem, SAS and then known as Pechiney Electrometallurgie, S.A), may have been exposed to asbestos at its plants in France in the decades prior to our acquisition. The Company has recognized a provision of $
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In 2022, Ferroglobe France sent dismissal letters to several employees of Château-Feuillet. During 2023 and 2024, numerous claims have been received from the affected individuals challenging the terminations and seeking substantial financial compensation. The Company paid $
In 2022, a provision of $
Provisions for third-party liabilities
Provisions for third-party liability presented as non-current obligations of $
Provisions for carbon dioxide emissions allowances
As of December 31, 2024 the provision for carbon dioxide emission allowances amounting to $
Provisions for restructuring costs
As of December 31, 2024, the restructuring provision corresponds to the restructuring process started in 2022 in Château-Feuillet facility in France amounting to $
Other provisions
Included in other provisions are current obligations arising from past actions that involve a probable outflow of resources that can be reliably estimated. Other provisions include taxes of $
16. Provisions for pensions
Provisions for pensions comprise the following as of December 31:
2024 |
| 2023 | ||||||||||
Non- Current |
| Current |
| Total |
| Non- Current |
| Current |
| Total | ||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
France | | — | | | | |||||||
Canada | | | | | | | ||||||
Others | | — | | | | |||||||
Total provisions for pensions | | | | | | | ||||||
Estimates are used in determining the assumptions incorporated in the calculation of the pension obligations, which is supported by input from independent actuaries. The defined benefit obligation is calculated annually with the assistance of an independent actuary using the projected unit credit method, which reflects services rendered by employees to the
F-52
date of valuation, incorporates assumptions concerning employees’ projected salaries and pension increases as well as discount rates of high-quality corporate bonds that have terms to maturity approximating the terms of the related liability.
Re-measurements of the net defined benefit liability, which comprise actuarial gains and losses and the return on plan assets (excluding interest) are recognized immediately in the consolidated statements of comprehensive income (loss). Past service costs, including curtailment gains or losses, are recognized immediately in our consolidated income statements within operating profit (loss). Settlement gains or losses are recognized within operating (loss) profit in our consolidated income statements.
France
The Company maintains a pension plan covering employees of Ferroglobe France, which is accounted for as a defined benefit plan.
These relate to various obligations assumed by our French subsidiaries with various groups of employees related to long-service benefits, medical insurance supplements and retirement obligations, all of which are defined unfunded benefit obligations, whose changes in 2024, 2023 and 2022 were as follows:
|
| 2024 | 2023 | |
US$'000 | US$'000 | |||
Obligations at the beginning of year |
| | | |
Service cost |
| | | |
Borrowing costs |
| | | |
Actuarial differences |
| ( | | |
Benefits paid |
| ( | ( | |
Exchange differences |
| ( | | |
Others | — | — | ||
Obligations at the end of year |
| | |
The assumptions used to determine benefit obligations as of December 31, 2024 and 2023 for the French plan are as follows:
2024 | 2023 | |||
Salary increase |
| |||
Discount rate |
| |||
Expected inflation rate |
| |||
Mortality |
| TGH 05 and TGF 05 | TGH 05 and TGF 05 | |
Retirement age |
|
At December 31, 2024 and 2023 the effect of a
The Company expects to make discretionary contributions of $
The weighted average duration of defined benefit obligation as of December 31, 2024 is
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Canada
Defined Benefit Retirement and Post-retirement Plans
Quebec Silicon Limited partnership (“QSLP”) sponsors
The net provision for the defined benefit plan is the present value of the defined benefit obligation at the balance sheet date minus the fair value of plan assets. To the extent that the fair value of the plan assets is greater than the present value of the defined benefit obligation as calculated by our independent actuary, the Company accounts for the effect of the asset ceiling test under IAS 19.
The following provides a reconciliation of the benefit obligations, and plan assets of the Canadian plans as of December 31, 2024 and 2023:
2024 | 2023 | |||||||||||
Post- | Post- | |||||||||||
| Pension |
| retirement |
|
| Pension |
| retirement |
| |||
Plans | Plans | Total | Plans | Plans | Total | |||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Benefit obligation |
| | | |
| | | | ||||
Fair value of plan assets |
| ( | — | ( |
| ( | — | ( | ||||
Provision for pensions |
| |
| |
| |
| |
| |
| |
All Canadian pension and post-retirement plans are underfunded. At December 31, 2024 and 2023, the accumulated benefit obligation was $
The changes to these obligations in the year ended December 31, 2024 and 2023 were as follows:
2024 | 2023 | |||||||||||
Pension |
| Post-retirement |
| Pension |
| Post-retirement |
| |||||
Plans | Plans | Total | Plans | Plans | Total | |||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Obligations at the beginning of year |
| |
| |
| | |
| |
| | |
Service cost |
| | | | | | | |||||
Borrowing cost |
| | | | | | | |||||
Actuarial differences |
| ( | ( | ( | | ( | | |||||
Benefits paid |
| ( | ( | ( | ( | ( | ( | |||||
Exchange differences |
| ( | ( | ( | | | | |||||
Obligations at the end of year |
| |
| |
| | |
| |
| | |
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The assumptions used to determine benefit obligations as of December 31, 2024 and 2023 for the Canadian plans are as follows:
2024 | 2023 | |||||||
| Pension |
| Postretirement |
| Pension |
| Postretirement | |
Plan | Plan | Plan | Plan | |||||
Salary increase |
| N/A |
| N/A | ||||
Discount rate |
| |||||||
Mortality |
| CPM2014-Private Scale CPM-B | CPM2014-Private Scale CPM-B |
| CPM2014-Private Scale CPM-B |
| CPM2014-Private Scale CPM-B | |
Retirement age |
|
| ||||||
The discount rate used in calculating the present value of our pension plan obligations is developed based on the BPS&M Pension Discount Curve for 2024 and 2023 and the Mercer Proprietary Yield Curve for 2024 and 2023 for QSLP Pension and post-retirement benefit plans and the expected cash flows of the benefit payments.
The Company expects to make discretionary contributions of $
The pension plans exposes the Company to the following risks:
(i) Investment risk: The defined benefit obligation is calculated using a discount rate. If the return on plan assets is below this rate, a plan deficit occurs.
(ii) Interest rate risk: Variation in bond rates will affect the value of the defined benefit obligation.
(iii) Inflation risk: The defined benefit obligation is calculated assuming a certain level of inflation. An actual inflation higher than expected will have the effect of increasing the value of the defined benefit obligation.
The accumulated non-pension post-retirement benefit obligation has been determined by application of the provisions of the Company’s health care and life insurance plans including established maximums, relevant actuarial assumptions and health care cost trend rates projected at
The weighted average duration of defined benefit obligation as of December 31, 2024 is
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For the years ended December 31, 2024 and 2023, the changes in plan assets were as follows:
2024 | 2023 | |||
US$'000 | US$'000 | |||
Fair value of plan assets at the beginning of the year | |
| | |
Interest income on assets | | | ||
Actuarial return on plan assets |
| |
| |
Benefits paid |
| ( |
| ( |
Participant contribution | | | ||
Contributions paid by the employer | | | ||
Other |
| ( |
| ( |
Exchange differences | ( | | ||
Fair value of plan assets at the end of the year |
| |
| |
The plan assets of the defined benefit and retirement and post-retirement plans in Canada are comprised of assets that have quoted market prices in an active market. The breakdown as of December 31, 2024 and 2023 of the assets by class are:
|
| 2024 |
| 2023 | |
Cash |
| — | % | — | % |
Equity Mutual Funds |
| | % | | % |
Fixed Income Securities |
| | % | | % |
Assets held by insurance company |
| | % | | % |
Total |
| | % | | % |
South Africa and Venezuela
The Company also maintains defined benefit plans in South Africa and Venezuela which were not material to the Company for the years ended December 31, 2024 and 2023, respectively.
17. Bank borrowings
Bank borrowings comprise the following at December 31:
2024 | ||||||||
|
| Non-Current |
| Current |
| |||
Limit | Amount | Amount | Total | |||||
US$'000 | US$'000 | US$'000 | US$'000 | |||||
Borrowings carried at amortized cost: | ||||||||
Credit facilities | | — | — | — | ||||
Borrowings from receivable factoring facility (Note 9) | | — | | | ||||
Other loans |
| — |
| |
| | ||
Total |
|
| |
| |
| | |
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2023 | ||||||||
|
| Non-Current |
| Current |
| |||
Limit | Amount | Amount | Total | |||||
US$'000 | US$'000 | US$'000 | US$'000 | |||||
Borrowings carried at amortized cost: | ||||||||
Credit facilities |
| | — | — | — | |||
Borrowings from receivable factoring facility (Note 9) | | — | | | ||||
Other loans |
| — |
| | |
| | |
Total |
|
| |
| |
| | |
Credit facilities
In June 2022, a Company subsidiary entered into a
For the year ended December 31, 2024 and 2023, the Company drew down $
Under the ABL credit agreement, the borrowers commit to respect usual affirmative covenants, among others: communicating any default or event of default, a change of control, the creation of acquisition of subsidiaries, a casualty or damage to any material used as collateral, maintenance of insurance, compliance with ERISA and the Canadian Pension Laws, and compliance with environmental laws. The borrowers also commit not to create or incur any indebtedness, capital leases in excess of $
Additionally, a Spanish Company subsidiary benefits from a financing facility of €
In December 2024, Ferroglobe South Africa as borrower, Ferroglobe PLC as a guarantor and ABSA bank entered into the ABSA financing facility for a total amount of up to ZAR
Borrowings from receivable factoring facility
In 2020, the Company signed a factoring agreement with a financial institution, to anticipate the collection of receivables issued by the Company’s European entities. See Note 9 for further details.
Other Loans
French Loan: In 2020, a Company subsidiary entered into a loan agreement with BNP Paribas to borrow an aggregate principal amount, interest-free, of €
F-57
to be repaid by July 2026. The Company is liable for a fee of
Co2 indirect Loan: In December 2024, one of the Company’s French subsidiaries entered in a loan agreement with Banque Palatine to borrow an aggregate principal of €
New Market Tax Credit Structure: In June 2022, the Company, through one of its subsidiaries, and United Bank (“Investor”) invested through the New Markets Tax Credit (“NMTC”) program in the US to reactivate the Company’s plant in Selma, Alabama. The reactivation of the plant in Selma, Alabama, in 2022 resulted in us being granted with a $
Foreign currency exposure of bank borrowings
The breakdown by currency of bank borrowings consists of the following at December 31:
2024 | ||||||
Non-Current | Current | |||||
| Principal |
| Principal |
| ||
Amount | Amount | Total | ||||
US$'000 | US$'000 | US$'000 | ||||
Borrowings in USD |
| | |
| | |
Borrowings in EUR | | | | |||
Total |
| |
| |
| |
2023 | ||||||
Non-Current | Current | |||||
| Principal |
| Principal |
| ||
Amount | Amount | Total | ||||
US$'000 | US$'000 | US$'000 | ||||
Borrowings in USD |
| | — |
| | |
Borrowings in EUR |
| | |
| | |
Total |
| |
| |
| |
Contractual maturity of bank borrowings
The contractual maturity of bank borrowings at December 31, 2024, was as follows:
2024 | ||||||||
| 2025 | 2026 |
| 2029 | Total | |||
US$'000 | US$'000 | US$'000 |
| US$'000 | ||||
Borrowings from supplier factoring facility | | — | — | | ||||
Other loans |
| | | | | |||
Total |
| | |
| | | ||
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18. Leases
Lease liabilities
Lease liabilities as at December 31 are as follows:
2024 | 2023 | |||||||||||
Non- | Non- | |||||||||||
| Current |
| Current |
| Total |
| Current |
| Current |
| Total | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Tolling agreement lease liability | | | | | | | ||||||
Other leases | | | | | | |||||||
Total | | | | | | | ||||||
Except for the tolling agreement lease liability discussed below, the Company has not recorded any expense relating to variable lease payments, for the years ended December 31, 2024, 2023 and 2022, respectively.
Please refer to Note 29 for the detail, by maturity, of the future payment obligations under leases as of December 31, 2024.
A roll forward of our lease obligations for the year ended December 31, 2024 and 2023 is as follows:
| 2024 |
| 2023 | |
US$'000 | US$'000 | |||
Balance at January 1, | ( | ( | ||
Additions | ( | ( | ||
Disposals and other | | | ||
Interest | ( | ( | ||
Lease payments | | | ||
Exchange differences | | ( | ||
Balance at December 31, | ( | ( |
Lease liabilities were discounted at the weighted-average incremental borrowing rate of
Leases are presented as follows in the consolidated statements of financial position:
| 2024 |
| 2023 | |
US$'000 | US$'000 | |||
Non-current assets (Note 8) | ||||
Leased land and buildings | | | ||
Leased plant and machinery | | | ||
Accumulated depreciation | ( | ( | ||
Non-current liabilities | ||||
Lease liabilities | ( | ( | ||
Current liabilities | ||||
Lease liabilities | ( | ( |
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Leases are presented as follows in the consolidated income statement:
| 2024 |
| 2023 | |
US$'000 | US$'000 | |||
Depreciation and amortization charges | ||||
Depreciation of right-of-use assets | | | ||
Finance costs | ||||
Interest expense on lease liabilities | | | ||
Exchange differences | ||||
Currency translation losses on lease liabilities | | ( | ||
Currency translation gains on right-of-use assets | ( | ( |
Leases are presented as follows in the consolidated statements of cash flows:
| 2024 |
| 2023 | |
US$'000 | US$'000 | |||
Payments for: | ||||
Principal | | | ||
Interest | | |
Tolling agreement liability
In August 2019, Ferroglobe Spain Metals (formerly Grupo FerroAtlántica, S.A.U). sold its
In November 2020, the Tribunal Superior de Justicia de Galicia dismissed the request of separation of the Cee-Dumbria’s hydroelectric plants and the ferroalloys plants. Ferroglobe Spain Metals appealed to the Supreme Court, but in 2021 the appeal was dismissed. As of December 31, 2024, the lease liability recognized in relation to the tolling agreement amounts to $
In our 2023 Form 20-F, the tolling agreement liability was presented in “Other obligations”, which have been voluntary reclassified to “Lease liabilities” for comparative purposes to present all lease liabilities together.
This lease liability was discounted at the incremental borrowing rate of
For the year ended December 31, 2024, Ferroglobe has recorded an expense for variable lease payments of $
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19. Debt instruments
Debt instruments comprise the following at December 31:
2024 | 2023 | |||
| US$'000 |
| US$'000 | |
Notes carried at amortized cost (financial liability) | ||||
Commercial Paper | | — | ||
Secured Reinstated Senior Notes | — | | ||
Accrued coupon interest | — | | ||
Notes carried at amortized cost (financial asset) | ||||
Secured Reinstated Senior Notes | — | | ||
Accrued coupon interest | — | | ||
Total net debt instruments | | | ||
Amount due for settlement within 12 months | | | ||
Amount due for settlement after 12 months | — | | ||
Total | | |
Commercial Paper program
The BME's (Spanish Stock Exchange) fixed income market admitted the Company’s Commercial Paper Program to trading for a maximum outstanding amount of €
Reinstated Senior Notes
In 2017, the Company issued $
Pursuant to the Exchange Offer, the Company offered to eligible holders of the Old Notes the opportunity to exchange any and all of the Old Notes for new
The Reinstated Senior Notes are governed by an indenture entered into by, among others, Ferroglobe Finance Company PLC and Ferroglobe USA, as issuers, GLAS Trustees Limited, as trustee, Global Loan Agency Services Limited, as paying agent, GLAS Trust Corporation Limited, as security agent, and the guarantors named therein. The Reinstated Senior Notes are guaranteed on a senior basis by Ferroglobe and some of its subsidiaries. The Reinstated Senior Notes mature on December 31, 2025 and are secured by the certain shares pledges, bank account pledges, intercompany receivable pledges, inventory pledges and security over certain mine concessions, real property, leases and other assets.
F-61
The Reinstated Senior Notes, and the guarantees thereof, are general secured, senior obligations of Ferroglobe Finance Company PLC and Ferroglobe USA and the Reinstated Senior Notes Guarantors, as applicable, and will rank senior in right of payment to any and all of the existing and future indebtedness of Ferroglobe, Ferroglobe USA and the Reinstated Notes Guarantors, as applicable, that is expressly subordinated in right of payment to the Reinstated Senior Notes and such guarantees, as applicable.
The Reinstated Senior Notes Indenture require us to offer to repurchase all or any part of each holder’s Reinstated Senior Notes upon the occurrence of a change of control, as defined in the Reinstated Senior Notes Indenture, at a purchase price equal to
The Reinstated Senior Notes Indenture restricts, among other things, the ability of Ferroglobe and its restricted subsidiaries to:
| ● | borrow or guarantee additional indebtedness; |
| ● | pay dividends, repurchase shares and make distributions of certain other payments; |
| ● | make certain investments; |
| ● | create certain liens; |
| ● | merge or consolidate with other entities; |
| ● | enter into certain transactions with affiliates; |
| ● | sell, lease or transfer certain assets, including shares of any restricted subsidiary of Ferroglobe; and |
| ● | guarantee certain types of other indebtedness of Ferroglobe and its restricted subsidiaries without also guaranteeing the Reinstated Senior Notes. |
In July 2023, the Company via its subsidiary issuers of the Reinstated Senior Notes partially redeemed such Reinstated Senior Notes at
In February 2024, the Company completed the full redemption of the Reinstated Senior Notes at
20. Other financial liabilities
Other financial liabilities comprise the following at December 31:
2024 | 2023 | |||||||||||
Non- | Non- | |||||||||||
| Current |
| Current |
| Total |
| Current |
| Current |
| Total | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Financial loans from government agencies: | ||||||||||||
Reindus loan | | | | | | | ||||||
SEPI loan | — | | | | | | ||||||
Other financial liabilities | | | | | | | ||||||
Derivative financial instruments (Note 21) | | | | | | | ||||||
Total | | | | | | | ||||||
Financial loans from government agencies
Reindus Loan
In 2016, a Company subsidiary entered into a loan agreement with the Spanish Ministry of Industry, Tourism and Commerce (the “Ministry”), as lender, under which the Ministry made available to the borrower a loan in aggregate
F-62
principal amount of €
The agreement governing the loan contains the following limitations on the use of the proceeds of the outstanding loan:
| ● | The investment of the proceeds must occur between January 1, 2016 and February 24, 2019; |
| ● | The allocation of the proceeds must adhere to certain approved budget categories; |
| ● | If the final investment cost is lower than the budgeted amount, the borrower must reimburse the Ministry proportionally; and |
| ● | The borrower must comply with certain statutory restrictions regarding related party transactions and the procurement of goods and services. |
In May 2019, a report on use of the loan was presented to the Ministry. In January 2022, the Ministry opened a procedure to accelerate the potential reimbursement of the loan. The Company presented its defense in February 2022. As a result, in January 2023, a new resolution was signed by the Ministry terminating the procedure initiated in January 2022. Once that procedure was definitively closed, the Company decided to proceed with the foreseen partial early repayment of €
In September 2024, an additional partial reimbursement of $
The Reindus loan fair value as of December 31, 2024, and 2023, based on discounted cash flows at a market interest rate (Level 2), amounts to $
SEPI Loan
In March, 2022, Ferroglobe Spain Metals, S.A.U. (also “FG Spain”) and Ferroglobe Corporate Services (also “FG Corporate”) (together the “Beneficiaries”) and the Sociedad Estatal de Participaciones Industriales (“SEPI”), a Spanish state-owned industrial holding company affiliated with the Ministry of Finance and Administration, entered into a loan agreement of €
The €
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Until the loans have been fully repaid, the Beneficiaries are subject to several restrictions, including the following prohibited payments:
| ● | payment of dividends; |
| ● | payment of management fee; |
| ● | repayment of intra-group loans; |
| ● | payment of intercompany net commercial balances as of June 30, 2021 (denominated “legacy”), with the exception of $ |
| ● | payment of interest on intercompany loans corresponding to the years 2021 and 2022, respectively; |
If the Company fails to make the payments to which it is obliged, the Spanish Solvency Support Fund for Strategic Companies, shall have the option (but never the obligation) to convert all or part of the Participating Loan into share capital of FG Spain.
The loan contains a change of control clause stating that it will be considered change of control and therefore will suppose an early repayment event of the loan: with respect to FG Spain, (i) if Ferroglobe PLC ceases to hold, directly or indirectly, an interest of at least
Finally, the loan contains a cross-default clause meaning that (A) if any of FG Spain or FG Corporate: (i) defaults on any payment obligation arising from Indebtedness contracted with any other entity for amounts exceeding, during a fiscal year, €
21. Derivative financial instruments
In July 2024, the Company entered into
In November 2024, the Company entered into an additional virtual PPA with Mowe, a VM Energia subsidiary, to hedge its energy pricing. This PPA will supply
In August 2023, the Company entered into
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In October 2023, the Company entered into an additional virtual PPA with Energya VM Gestión de Energía, SLU (“Energya VM”), effective from November 2023 through June 2027.
In December 2023, Ferroglobe Spain Metals and Villar Mir Energía (“VM Energía”) entered into
The fair value of these net-settled power purchase agreements as of December 31, 2024 was estimated based on the discounted cash flow methodology. The fair value measurement is based on significant inputs that are directly or indirectly observable in the market, which IFRS 13 Fair Value Measurement refers to as Level 2 inputs. Key assumptions include discount rates, energy volumes and the market electricity price. See Note 30 for further information.
The net value of the power purchase agreements as of December 31, 2024 and 2023 is presented in the consolidated statements of financial position as follows:
2024 | ||||||||||||
Other financial | Other financial | |||||||||||
Non- | Non- | |||||||||||
| Current |
| Current | Total | Current |
| Current | Total | ||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Derivatives not designated as hedging instruments: | | | | — | ( | ( | ||||||
PPA VME | | | | — | — | — | ||||||
PPA Mowe | | — | | — | ( | ( | ||||||
Derivatives designated as hedging instruments: | | — | | ( | ( | ( | ||||||
PPA EnergyaVM | — | — | — | ( | ( | ( | ||||||
PPA Axpo | | — | | — | ( | ( | ||||||
Total | | | | ( | ( | ( | ||||||
2023 | ||||||||||||
Other financial | Other financial | |||||||||||
Non- | Non- | |||||||||||
| Current |
| Current | Total | Current |
| Current | Total | ||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Derivatives designated as hedging instruments: | ||||||||||||
PPA Adelanta | | — | | — | ( | ( | ||||||
PPA EnergyaVM | — | — | — | ( | ( | ( | ||||||
Total | | — | | ( | ( | ( | ||||||
For the PPAs qualified for hedge accounting we record the changes in the fair value of the instruments in “Arising from cash flow hedges” in the consolidated statements of comprehensive income (loss). To assess the hedge effectiveness, the Company determines the economic relationship between the hedged item and the hedging instrument. There is an economic relationship between the energy cost and the PPAs as they seek to transform the cash flow derived from a variable electricity market price into a fixed price established at the beginning of the contract.
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The following tables summarize the unrealized and realized gains (losses) related to the derivative instruments:
2024 | 2023 | |||||||
Unrealized gain (loss) recognized in Other comprehensive loss | Realized gain (loss) reclassed from Other comprehensive loss to profit and loss | Unrealized gain (loss) recognized in Other comprehensive loss | Realized gain (loss) reclassed from Other comprehensive loss to profit and loss | |||||
US$'000 | US$'000 | US$'000 | US$'000 | |||||
Derivative financial instruments: | ||||||||
PPA Adelanta | | — | | — | ||||
PPA EnergyaVM | ( | | ( | | ||||
PPA Axpo | ( | ( | — | — | ||||
Total | | ( | | | ||||
The purchase commitments for each PPA, in MWh, as of December 31, 2024 is as follows:
2024 | ||||||||||
Less than 1 year | Between 1-2 years | Between 2-5 years | After 5 years | Total | ||||||
PPA Energya VM | | | | — | | |||||
PPA Axpo | | | | | | |||||
PPA VME | — | — | | | | |||||
PPA Mowe | — | — | | | | |||||
22. Trade payables
Trade payables comprise the following at December 31:
|
| 2024 |
| 2023 |
US$'000 | US$'000 | |||
Payable to suppliers |
| |
| |
Advances from customers |
| |
| |
Total |
| |
| |
23. Other liabilities
Other liabilities comprise the following at December 31:
2024 | 2023 | |||||||||||
Non- | Non- | |||||||||||
| Current |
| Current |
| Total |
| Current |
| Current |
| Total | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Remuneration payable | | | | — | | | ||||||
Tax payables | — | | | — | | | ||||||
Payable to non-current asset suppliers | | | | | | | ||||||
Contingent consideration | | | | | | | ||||||
Other grants | | — | | — | — | — | ||||||
Guarantees and deposits | | | | | | | ||||||
Other liabilities | — | | | | | | ||||||
Total | | | | | | | ||||||
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Tax payables
Tax payables comprise the following at December 31:
As of year ended December 31 | |||||
| 2024 |
| 2023 |
| |
US$'000 | US$'000 | ||||
VAT | | | |||
Accrued social security taxes payable | | | |||
Personal income tax withholding payable | | | |||
Other | | | |||
Total | | | |||
Contingent consideration
On February 1, 2018, the Company acquired
The contingent consideration arrangement requires the Company to pay the former owners of these subsidiaries a sliding scale commission based on the silicomanganese and ferromanganese sales spreads of Ferroglobe Mangan Norge (FMN) and Ferroglobe Manganèse France (FMF), up to a maximum amount of $
The accumulated payments as of December 31, 2024 amount to $
The fair value of the contingent consideration arrangement as of December 31, 2024 of $
Key assumptions include discount rates, volumes and manganese spread. The liability has increased primarily driven by higher manganese spreads, driven by increased selling prices and lower manganese ore combined with the impact of foreign exchange rates. Changes in the value of contingent consideration are presented in the consolidated income statements within “Other operating expense”.
Other Grants
In November 2024, the Company received a grant from the Ministry of Industry and Tourism of the Government of Spain amounting to €
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The grant is subject to certain conditions and limitations on the use of the proceeds: (1) the investment of the proceeds must occur between February 1, 2024 and March 31, 2026; (2) the allocation of the proceeds must adhere to certain approved budget categories; (3) the project needs to achieve at least
24. Tax matters
The components of current and deferred income tax expense are as follows:
| 2024 |
| 2023 |
| 2022 | |
US$'000 | US$'000 | US$'000 | ||||
Consolidated income statement | ||||||
Current income tax | ||||||
Current income tax charge |
| |
| |
| |
Adjustments in current income tax in respect of prior years |
| ( |
| ( |
| ( |
Total |
| |
| |
| |
Deferred tax | ||||||
Origination and reversal of temporary differences | ( | ( | | |||
Impact of tax rate changes | ( | ( | | |||
Write-down of deferred tax assets | — | — | ( | |||
Adjustments in deferred tax in respect of prior years | ( | | ( | |||
Total | ( | ( | | |||
Income tax expense | | | |
As the Company has significant business operations in Spain, France, South Africa and the United States, a weighted blended statutory tax rate is considered to be appropriate in estimating the Company’s effective tax rate. The following is
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a reconciliation of tax expense based on a weighted blended statutory income tax rate to our effective income tax expense for the years ended December 31, 2024, 2023, and 2022:
| 2024 |
| 2023 |
| 2022 | |
US$'000 | US$'000 | US$'000 | ||||
Accounting profit before income tax | | | | |||
Tax expense at weighted statutory national tax rate of |
| | | | ||
(Non-taxable income)/ non-deductible expense | ( | | ( | |||
Change in tax rates | ( | ( | | |||
U.S. state taxes | ( |
| ( |
| ( | |
Adjustments in respect of prior periods | ( | ( | | |||
Unrecognized temporary differences | | ( | | |||
Elimination of effect of interest in partnerships | | ( | ( | |||
Unrecognized loss carryforwards |
| |
| |
| ( |
Other items |
| |
| ( |
| ( |
Income tax expense |
| |
| |
| |
Variation in the weighted statutory national tax rate between periods can result from changes in the relative mix of tax jurisdictions in which we earn taxable income and incur deductible expenses as well as from changes in statutory tax rates themselves. During the periods presented, there were no significant changes to national corporate income tax rates in the jurisdictions in which we operate. Accordingly, the variation in weighted statutory national tax rates presented above results from changes in the jurisdictional dispersion of our taxable income earned and deductible expenses incurred.
Deferred tax assets and liabilities
For the year ended December 31, 2024:
Opening | Recognized in | Exchange | Closing | |||||||||
Balance | P&L | OCI | Reclassifications | Differences | Balance | |||||||
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 | |
Intangible assets |
| ( |
| |
| — | ( |
| |
| ( | |
Provisions |
| |
| ( |
| ( | |
| ( |
| | |
Property, plant & equipment |
| ( |
| |
| — | |
| |
| ( | |
Inventories |
| |
| |
| — | — |
| ( |
| | |
Hedging Instruments | ( | — | | — | | | ||||||
Tax losses |
| |
| |
| — | — |
| — |
| | |
Incentives & credits | — | | — | — | — | | ||||||
Other |
| ( | ( | — | ( | | ( | |||||
Total |
| ( | | | — | | ( | |||||
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For the year ended December 31, 2023:
Opening | Recognized in | Write-down of | Exchange | Closing | ||||||||
Balance | P&L | OCI | Deferred Tax Assets/Liabilities | Differences | Balance | |||||||
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 | |
Intangible assets |
| ( |
| |
| — |
| ( |
| ( | ||
Provisions |
| |
| ( |
| | ( |
| |
| | |
Property, plant & equipment |
| ( |
| |
| — | |
| |
| ( | |
Inventories |
| |
| |
| — | — |
| ( |
| | |
Hedging Instruments | — | — | ( | — | | ( | ||||||
Tax losses |
| |
| ( |
| — | — |
| — |
| | |
Incentives & credits | | ( | — | — | — | — | ||||||
Other |
| ( | | — | — | | ( | |||||
Total |
| ( | | | — | | ( | |||||
Presented in the statement of financial position as follows:
| 2024 |
| 2023 | |
US$'000 | US$'000 | |||
Deferred tax assets | | | ||
Deferred tax liabilities |
| ( | ( | |
Offset between deferred tax assets and deferred tax liabilities | | | ||
Total deferred tax assets due to temporary differences recognized in the statement of financial position | | | ||
Total deferred tax liabilities due to temporary differences recognized in the statement of financial position | ( | ( |
Unrecognized deductible temporary differences, unused tax losses and unused tax credits
2024 | 2023 | ||||||||||
Spain | USA | UK | Other | Total | Spain | USA | UK | Other | Total | ||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||
Unused tax losses | | | | | | | | | | | |
Unrecognized deductible temporary differences | | — | | | | | — | | | | |
Total | | | | | | | | | | | |
In general terms, the unused tax losses do not have an expiration date in the jurisdictions from which they derive.
Unused tax losses have increased in 2024 compared to 2023 due to the losses in some jurisdictions, mainly in the U.K. and Spain. Management has decided to record the respective deferred tax assets corresponding to the jurisdictions where taxable profit is expected to be generated in the short and medium-term. There is uncertainty and estimation involved in future taxable profits in long-term, however no material changes expected in the next financial year for the unrecognized unused tax losses.
As of December 31, 2024, there were temporary differences of $
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Management of tax risks
The Company is committed to conducting its tax affairs consistently 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. |
| (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. |
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-limitation has expired. The number of open tax years subject to examination varies depending on the tax jurisdiction. In general, the Company has the last
Pillar Two
The Ferroglobe group is subject to the global minimum top-up tax under Pillar Two tax legislation in U.K., Spain, France, Norway and Canada. In particular, QDMTT and IRR applies in the U.K., France, Spain, Norway and South Africa on fiscal years beginning on or after December 31, 2023. UTPR applies in Spain, and France starting on or after December 31, 2024. U.K., Spain France, Canada and Norway have implemented into their legislations transitional CbCR safe harbor provisions. South Africa has not, and therefore general reference to the OECD GloBe rules apply. The UK transitional safe harbor legislation has been assessed by the OECD as a qualifying transitional safe harbor legislation.
The group has performed the transitional CbCR safe harbor analysis using fiscal year 2023 financial statements and the qualified Country-by-Country Reporting data using the rules in force in the UK, which are deemed qualified transitional safe harbor rules as per resolution from the OECD. The group satisfies the requirements to be relieved from the full GloBe Rules analysis as to fiscal year 2023, with no Pillar Two taxation resulting as to such fiscal year. Additionally, the transitional safe harbor analysis has also been completed with the available data for fiscal year 2024 at the time of the preparation and filing of this annual report. With the interim data, which is not data from the qualified Country-by-Country Reporting yet since certain countries are still pending to complete their respective statutory audit, the group satisfies the requirements of at least one of the safe harbors per jurisdictions, thus not resulting QDMTT or IRR payable in any of the jurisdictions where the group is present.
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25. Related party transactions and balances
Balances with related parties at December 31 are as follows:
2024 | ||||||||
Receivables | Payables | |||||||
| Non-Current |
| Current |
| Non-Current |
| Current | |
US$'000 | US$'000 | US$'000 | US$'000 | |||||
Enérgya VM Gestión de la Energía, S.L. | | — | — | | ||||
Other related parties | — | — | — | | ||||
Total | | — | — | | ||||
2023 | ||||||||
Receivables | Payables | |||||||
| Non-Current |
| Current |
| Non-Current |
| Current | |
US$'000 | US$'000 | US$'000 | US$'000 | |||||
Inmobiliaria Espacio, S.A. | — | | — | — | ||||
Enérgya VM Gestión de la Energía, S.L. | | — | — | | ||||
Total | | | — | | ||||
The loan granted to Inmobiliaria Espacio, S.A. ($
The balances with related parties arose as a result of commercial transactions (see explanation of main transactions below).
Transactions with related parties for the years ended December 31 2024, 2023 and 2022 are as follows:
2024 | ||||
Raw materials | Other | |||
and energy | Operating | |||
|
| consumption for production |
| Expenses |
US$'000 | US$'000 | |||
Enérgya VM Gestión de la Energía, S.L. | | — | ||
Other related parties | — | | ||
Total | | | ||
2023 | ||||
Raw materials | Other | |||
and energy | Operating | |||
|
| consumption for production |
| Expenses |
US$'000 | US$'000 | |||
Villar Mir Energía, S.L.U. | ( | | ||
Enérgya VM Gestión de la Energía, S.L. | | | ||
Other related parties | — | | ||
Total | | | ||
2022 | ||||
Raw materials | Other | |||
and energy | Operating | |||
|
| consumption for production |
| Expenses |
US$'000 | US$'000 | |||
Villar Mir Energía, S.L.U. | | | ||
Espacio Information Technology, S.A.U. | — | | ||
Enérgya VM Gestión de la Energía, S.L. | | | ||
Other related parties | — | | ||
Total | | | ||
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“Raw Materials and energy consumption for production” of the related parties from Energya VM Gestión de Energía, SLU (“Energya VM”) relates to the purchase of energy from the latter by the Company’s Europe – Manganese Alloys and Europe – Silicon Metals & Silicon Alloys segment. The agreement was assigned from Villar Mir Energía SLU to Energya VM in October 2022. The Company pays Energya VM a service charge in addition to paying for the cost of energy purchase from the market. The contracts allow for the purchase of energy from the grid at market conditions without incurring costs normally associated with operating in the complex wholesale power market, as well as to apply for fixed price arrangements in advance from Energya VM, based on the energy markets for the power, period and profile applied for. The contracts have a term of , with the possibility to be extended for additional
In December 2022, Ferroglobe Spain Metals and Energya VM entered into a Power Purchase Agreement (PPA). Under this PPA, VM Energía would supply to Sabón plant
In October 2023, the Company entered into an additional Purchase Price Agreement with Energya VM, effective on November 1, 2023 until June 30, 2027. Energy will be supplied at a fixed price of
In December 2023, Ferroglobe Spain Metals and Villar Mir Energía, S.L.U entered into
In 2023, “Other operating expenses” corresponded to the payment to Energya VM that provides the energy needs of the mining facilities operated by Ferroglobe RAMSA Mining and Ferroglobe Cuarzos Industriales mining in the wholesale power market.
Additionally, in 2022, “Other operating expenses” corresponded to the payment to Espacio Information Technology, S.A. (“Espacio I.T.”), who provided information technology and data processing services to Ferroglobe PLC and certain of its direct and indirect subsidiaries pursuant to several contracts. In April 2022, Grupo VM sold its interest in Espacio I.T. so those transactions do not involve Grupo VM subsidiary and therefore are no longer considered as related party transactions.
26. Guarantee commitments to third parties and contingent liabilities
Guarantee commitments to third parties
As of December 31, 2024 and 2023, the Company has provided for commitments to third parties amounting to $
Contingent liabilities
In the ordinary course of its business, Ferroglobe is subject to lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes and employment, environmental, health and safety matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations, claims and proceedings asserted against it, we do not believe any currently pending legal proceeding to which it is a party will have a material adverse effect on its business, prospects, financial condition, cash flows, results of operations or liquidity.
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Stamp Tax litigation procedure
In February 2021, the Central Economic-Administrative Court ruled against the interest of Ferroglobe in a stamp duty litigation procedure initiated in 2015, where the taxpayer is Abanca. Ferroglobe agreed with Abanca that it continues the litigation at the judiciary level by filing an appeal before the Audiencia Nacional. In January 2023, Audiencia Nacional affirmed the stamp duty reassessment against Abanca but voided the proposed penalty of approximately €
Asbestos-related claims
Certain former employees of Ferroglobe France, SAS (formerly known as Pechiney Electrometallurgie, S.A and then known as FerroPem, SAS (“Ferroglobe France”)) may have been exposed to asbestos at its plants in France (Le Giffre which closed in 1993 and Marignac which closed in 2003) in the decades prior to Ferroglobe Group’s purchase of that business in December 2004. During the period in question, Ferroglobe France was wholly-owned by Pechiney Bâtiments, S.A., which had certain indemnification obligations to Ferroglobe pursuant to the 2004 Share Sale and Purchase Agreement under which Ferroglobe acquired Ferroglobe France. Judicial cases were also filed for alleged exposure to asbestos at the Anglefort and Pierrefitte plants, and in late 2024 the Company received information on pre-litigation cases relating to the alleged exposure to asbestos at the Laudun and Montricher plants. As of December 31, 2024, more than
Environmental matters
In August 2023, Ferroglobe Metallurgical USA, Inc. entered into Consent Decree with the U.S. Department of Justice and the U.S. Environmental Protection Agency (the “EPA”) to resolve
F-74
Other legal procedures
In the first quarter of 2023, Ferroglobe Metallurgical USA, Inc. reached full and final settlements of civil lawsuits arising out of 2018 incident at the Selma, Alabama, facility in which
27. Income and expenses
27.1 Sales
Sales by geographical area of our customer locations for the years ended December 31 are as follows:
| 2024 |
| 2023 |
| 2022 | |
US$'000 | US$'000 | US$'000 | ||||
Spain | | | | |||
Germany | | | | |||
Other European Countries | | | | |||
USA | | | | |||
Rest of World | | | | |||
Total | |
27.2 Raw materials and energy consumption for production
Raw materials and energy consumption for production are comprised of the following for the years ended December 31:
| 2024 |
| 2023 |
| 2022 | |
US$'000 | US$'000 | US$'000 | ||||
Purchases of raw materials, supplies and goods | | | | |||
Changes in inventories | | | ( | |||
Energy | | ( | | |||
Others | | | | |||
Write-down of raw materials | | | | |||
Write-down of finished goods | | | | |||
Total | | | |
For the year ended December 31, 2024, the energy cost was reduced by the ARENH benefit and separate contract received from our French energy provider amounting to $
27.3 Other operating income
Other operating income is comprised of the following for the years ended December 31:
| 2024 |
| 2023 |
| 2022 | |
US$'000 | US$'000 | US$'000 | ||||
Energy | — | — | | |||
Carbon dioxide emissions allowances | | | | |||
Others | | | | |||
Total | | | |
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Carbon dioxide emission allowances arise from the difference between the fair value of the allowances granted and the nominal amount paid. The deferred income is recognized as “Other operating income” on a systematic basis on the proportion of the carbon dioxide emitted over total carbon dioxide expected to be emitted for the compliance period on the consolidated income statements (see Note 14). During 2024, the Company recorded income related to this totaling $
As the Company emits carbon dioxide, it recognizes a provision for its obligation to deliver the carbon dioxide emissions allowances at the end of the compliance period. The provision is remeasured and recorded as an expense at the end of each reporting period at historical cost for the emission rights (allowances). Provision for its obligation to deliver the carbon dioxide emissions is presented in the consolidated income statements.
During the year ended December 31, 2023, the Company recognized an income of $
Energy income in 2022 mainly related to the benefit received from our French energy provider to stop production in Q4 2022.
27.4 Staff costs
Staff costs are comprised of the following for the years ended December 31:
| 2024 |
| 2023 |
| 2022 | |
US$'000 | US$'000 | US$'000 | ||||
Wages, salaries and similar expenses | | | ||||
Pension plan contributions | | | ||||
Employee benefit costs | | | ||||
Total | |
Share-based compensation
Equity Incentive Plan
On May 29, 2016, the board of Ferroglobe PLC adopted the Ferroglobe PLC Equity Incentive Plan (the “Plan”) and on June 29, 2016 the Plan was approved by the shareholders of the Company. The Plan is a discretionary benefit offered by Ferroglobe PLC for the benefit of selected senior employees of Ferroglobe PLC and its subsidiaries. The Plan’s main purpose is to reward and foster performance through share ownership. Awards under the plan may be structured either as conditional share awards or options with a $
F-76
Details of the Plan awards during the current and prior years are as follows:
| Number of awards | |
Outstanding as of December 31, 2021 | | |
Granted during the period | | |
Exercised during the period | ( | |
Expired/forfeited during the period | ( | |
Outstanding as of December 31, 2022 | | |
Granted during the period | | |
Exercised during the period | ( | |
Expired/forfeited during the period | ( | |
Outstanding as of December 31, 2023 |
| |
Granted during the period | | |
Exercised during the period | ( | |
Expired/forfeited during the period |
| ( |
Outstanding as of December 31, 2024 |
| |
Exercisable as of December 31, 2024 |
| |
The awards outstanding under the Plan at December 31, 2024 and December 31, 2023 were as follows:
|
|
| Fair Value at | ||||||||||
Grant Date | Performance Period | Expiration Date | Exercise Price | Grant Date |
| 2024 |
| 2023 | |||||
June 19, 2024 | December 31, 2026 | — | | $ | | | — | ||||||
May 30, 2023 | December 31, 2025 | — | | $ | | | | ||||||
September 22, 2022 | December 31, 2024 | — | | $ | | | | ||||||
September 9, 2021 | December 31, 2021 | September 9, 2031 | | $ | | | | ||||||
December 16, 2020 | December 31, 2020 | December 16, 2030 | $ | | | | |||||||
March 13, 2019 |
| December 31, 2021 | March 13, 2029 |
| $ | | | | |||||
June 14, 2018 |
| N/A | June 14, 2028 |
| $ | | — | | |||||
March 21, 2018 | December 31, 2020 | March 21, 2028 | $ | | | | |||||||
June 1, 2017 |
| December 31, 2019 | June 1, 2027 |
| $ | | | | |||||
November 24, 2016 | December 31, 2018 | November 24, 2026 |
| $ | | | | ||||||
| | ||||||||||||
The awards outstanding as of December 31, 2024 have a weighted average remaining contractual life of
The weighted average share price at the date of exercise for stock options exercised in the year ended December 31, 2024 was $
As of December 31, 2024, all of the outstanding awards were subject to performance conditions (
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The performance conditions for the shares granted in 2024 can be summarized as follows:
Vesting Conditions |
The performance conditions for the shares granted in 2023 and 2022 can be summarized as follows:
Vesting Conditions |
Fair Value
The weighted average fair value of the awards granted during the year ended December 31, 2024 was $
The following assumptions were used to estimate the fair value of the awards:
Grant date | ||||||||||||
| June 19, 2024 | May 30, 2023 | September 22, 2022 | |||||||||
Grant date share price | $ | $ | $ | |||||||||
Exercise price | ||||||||||||
Expected volatility | | % | | % | % | |||||||
Option life | ||||||||||||
Dividend yield | — | — | — | |||||||||
Risk-free interest rate | % | % | % | |||||||||
Remaining performance period at grant date (years) | ||||||||||||
Company TSR at grant date | ( | % | % | ( | % | |||||||
Median comparator group TSR at grant date | | |||||||||||
The Company’s TSR relative to the median comparator group TSR and median index TSR at grant date may impact the grant date fair value; starting from an advantaged position increases the fair value and starting from a disadvantaged position decreases the fair value.
To model the impact of the TSR performance conditions, we have calculated the volatility of the comparator group using the same method used to calculate the Company’s volatility, using historical data, where available, which matches the length of the remaining performance period grant date.
The Company’s correlation with its comparator group was assessed on the basis of all comparator group correlations, regardless of the degree of correlation, have been incorporated into the valuation model.
For the year ended December 31, 2024, share-based compensation expense related to all non-vested awards amounted to $
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27.5 Other operating expenses
Other operating expenses are comprised of the following for the years ended December 31:
| 2024 |
| 2023 |
| 2022 | |
US$'000 | US$'000 | US$'000 | ||||
Carbon dioxide credit | | | | |||
Services of independent professionals | | | | |||
Freight cost | | | | |||
Insurance premiums | | | | |||
Tax | | | | |||
Other operating expenses | | | | |||
Total | | | |
27.6 Depreciation and amortization
Depreciation and amortization is comprised of the following for the years ended December 31:
| 2024 |
| 2023 |
| 2022 | |
US$'000 | US$'000 | US$'000 | ||||
Amortization of intangible assets (Note 7) | | | | |||
Depreciation of property, plant and equipment (Note 8) | | | | |||
Total | | | |
27.7 Finance income and finance costs
Finance income is comprised of the following for the years ended December 31:
| 2024 |
| 2023 |
| 2022 | |
US$'000 | US$'000 | US$'000 | ||||
Gain from financial assets measured at fair value (Note 9) | | — | — | |||
Other finance income | | | | |||
Total | | | |
Other finance income for the year ended December 31, 2024 is mainly due to interest received from money market funds of $
Finance costs are comprised of the following for the years ended December 31:
|
| 2024 |
| 2023 |
| 2022 |
US$'000 | US$'000 | US$'000 | ||||
Interest on debt instruments (Note 19) | | | | |||
Interest on loans and bank borrowings (Note 17 and Note 20) | | | | |||
Interest on leases (Note 18) | | | | |||
Interest on note and bill discounting | | | | |||
Other finance costs | | | | |||
Total | | | |
Interest on debt instruments has decreased as of December 31, 2024 due to the full redemption of the Reinstated Senior Notes by $
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27.8 Impairment loss
Impairment (loss) gain is comprised of the following for the years ended December 31:
|
| 2024 |
| 2023 |
| 2022 |
US$'000 | US$'000 | US$'000 | ||||
Impairment of goodwill (Note 6) |
| ( | — | — | ||
Impairment of property, plant and equipment (Note 8) |
| ( | ( | ( | ||
Impairment of non-current financial assets | ( | | — | |||
Impairment loss |
| ( |
| ( |
| ( |
28. Remuneration of key management personnel
The remuneration of the key management personnel (
| 2024 |
| 2023 |
| 2022 | |
US$'000 | US$'000 | US$'000 | ||||
Fixed remuneration | | | | |||
Variable remuneration | | | | |||
Contributions to pension plans and insurance policies | | | | |||
Share-based compensation | | | | |||
Termination benefits | | | | |||
Other remuneration | | | | |||
Total | | | |
During 2024, 2023 and 2022,
29. Financial risk management
Ferroglobe operates in an international and cyclical industry which exposes it to a variety of financial risks such as currency risk, liquidity risk, interest rate risk, credit risk and risks relating to the price of finished goods, raw materials and power.
The Company’s management model aims to minimize the potential adverse impact of such risks upon the Company’s financial performance. Risk is managed by the Company’s executive management, supported by the Risk Management, Treasury and Finance functions. The risk management process includes identifying and evaluating financial risks in conjunction with the Company’s operations and quantifying them by project, region and subsidiary. Management provides written policies for global risk management, as well as for specific areas such as foreign currency risk, credit risk, interest rate risk, liquidity risk, the use of hedging instruments and derivatives, and investment of surplus liquidity.
The financial risks to which the Company is exposed in carrying out its business activities are as follows:
a) Market risk
Market risk is the risk that the Company’s future cash flows or the fair value of its financial instruments will fluctuate because of changes in market prices. The primary market risks to which the Company is exposed comprise foreign currency risk, interest rate risk and risks related to power.
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Foreign currency risk
Ferroglobe generates sales revenue and incurs operating costs in various currencies. The prices of finished goods are largely determined in international markets, primarily in USD and Euros. Foreign currency risk is partly mitigated by the generation of sales revenue, the purchase of raw materials and other operating costs being denominated in the same currencies. Although it has done so on occasions in the past, and may decide to do so in the future, the Company does not generally enter into foreign currency derivatives in relation to its operating cash flows. As of December 31, 2024 and December 31, 2023, the Company was not party to any foreign currency forward contracts.
In July 2021, the Company completed a restructuring of its $
During the year ended December 31, 2024 and 2023 the Company did not enter into any cross currency swaps.
Foreign currency sensitivity analysis
The Company’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, accounts payable and inventories that are denominated in foreign currency.
Depreciation or appreciation of the USD
Interest rate risk
Ferroglobe is exposed to interest rate risk in respect of its financial liabilities that bear interest at floating rates. These primarily comprise bank borrowings (see Note 17) and other financial liabilities (see Note 20).
During the years ended December 31, 2024 and 2023, the Company did not enter into any interest rate derivatives in relation to its interest bearing credit facilities.
Interest Rate Sensitivity analysis
At December 31, 2024, an increase of
Power risk
Power generally constitutes one of the larger expenses for most of Ferroglobe’s products. Ferroglobe focuses on minimizing energy prices and unit consumption throughout its operations by concentrating its silicon and manganese-based alloy production during periods when energy prices are lower. In 2024, Ferroglobe’s total power consumption was
For the years ended December 31, 2024 and 2023, respectively, Ferroglobe engaged in discussions with energy companies to secure Power Purchase Agreements (“PPAs”) based on Solar and wind generation. Four PPAs were signed in July 2024 with a total volume of
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a total volume of
Certain of the Company’s subsidiaries have their power needs covered by a three-year agreement ending in 2025. Regulation enacted in 2015 enables French subsidiaries of the Company to benefit from reduced transmission tariffs, interruptibility compensation (an agreement whereby the companies agree to interrupt production in response to surges in demand across the French electricity grid), as well as receiving compensation for indirect carbon dioxide costs under the EU Emission Trading System (ETS) regulation.
Power Risk Sensitivity analysis
At December 31, 2024 a
b) Credit risk
Credit risk refers to the risk that a customer or counterparty will default on its contractual obligations resulting in financial loss. The Company’s main credit risk exposure related to financial assets is set out in Note 9 and includes trade and other receivables and other financial assets.
Trade and other receivables consist of a large number of customers, spread across diverse industries and geographical areas. The Company has established policies, procedures and controls relating to customer credit risk management. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, the Company insures its trade receivables with reputable credit insurance companies.
Since October 2020, the Company entered into a factoring program where the receivables of some of the Company’s French and Spanish entities are prefinanced by a factor (see Note 9 and 16). In February 2022, Ferroglobe Spain Metals signed an additional factoring agreement with Bankinter.
c) Liquidity risk
The purpose of the Company’s liquidity and financing policy is to ensure that the Company keeps sufficient funds available to meet its financial obligations as they fall due. Changes in financial assets and liabilities are monitored on an ongoing basis.
As of December 31, 2024 and 2023, Ferroglobe had restricted cash and cash and cash equivalents of $
The Company’s main sources of financing are as follows:
| ● | In 2021, the Company exchanged |
In July 2023, the Company via its subsidiary issuers of Reinstated Senior Notes partially redeemed such Reinstated Senior Notes at
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redeem an aggregate principal amount of $
In February 2024, the Company completed the full redemption of the Reinstated Senior Notes at
| ● | In 2016, a Company subsidiary entered into a loan agreement with the Spanish Ministry of Industry, Tourism and Commerce (the “Ministry”) to borrow an aggregate principal amount of € |
| ● | In October 2020, the Company signed a factoring agreement with a financial institution for anticipating the collection of receivables of the Company’s European subsidiaries. During 2024, the factoring agreement provided upfront cash consideration of $ |
| ● | In February 2022, a Company subsidiary signed an additional factoring agreement with Bankinter. This program offers the possibility to sell the receivables corresponding to 11 customers pre-approved by the bank and its credit insurers. |
| ● | In June 2022, a Company subsidiary entered into a |
| ● | In 2020, a Company subsidiary entered into a loan agreement with BNP Paribas to borrow an aggregate principal amount, interest-free, of € |
| ● | In 2020, a Company subsidiary entered into a loan agreement with Investissement Québec to borrow an aggregate principal amount, interest-free, of CAD |
| ● | In March 2022, two Spanish Company subsidiaries and the Sociedad Estatal de Participaciones Industriales (“SEPI”), a Spanish state-owned industrial holding company affiliated with the Ministry of Finance and Administration, entered into a loan agreement of € |
| ● | In September 2024, a U.S. Company subsidiary and Citizens entered into |
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| ● | The BME's (Spanish Stock Exchange) fixed income market admitted the Company’s Commercial Paper Program to trading for a maximum outstanding amount of EUR |
| ● | In December 2024, one of the Company’s French subsidiaries entered into a loan agreement with Banque Palatine to borrow an aggregate principal of € |
| ● | In December 2024, Ferroglobe South Africa as borrower, Ferroglobe PLC as a guarantor and ABSA bank entered into the ABSA financing facility for a total amount of up to ZAR |
Quantitative information
| i. | Interest rate risk: |
At December 31, the Company’s interest-bearing financial liabilities were as follows:
2024 | ||||||
Fixed rate | Floating rate | Total | ||||
| U.S.$'000 |
| U.S.$'000 |
| U.S.$'000 | |
Bank borrowings (Note 17) | | | | |||
Obligations under leases (Note 18) | | — | | |||
Debt instruments (Note 19) | — | | | |||
Other financial liabilities (Note 20) | | | | |||
| | | ||||
2023 | ||||||
Fixed rate | Floating rate | Total | ||||
| U.S.$'000 |
| U.S.$'000 |
| U.S.$'000 | |
Bank borrowings (Note 17) | | | | |||
Obligations under leases (Note 18) | | — | | |||
Debt instruments (Note 19) | | — | | |||
Other financial liabilities (Note 20) | | | | |||
| | | ||||
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| ii. | Liquidity risk: |
The table below summarizes the Company’s financial liabilities to be settled by the Company based on their maturity as of December 31, 2024, based on contractual undiscounted payments. The table includes both interest and principal cash flows. The table below assumes that the principal will be paid at maturity date.
2024 | ||||||||||
Less than 1 year | Between 1-2 years | Between 2-5 years | After 5 years | Total | ||||||
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 | |
Bank borrowings | | | | — | | |||||
Leases | | | | | | |||||
Debt instruments | | — | — | — | | |||||
Financial loans from government agencies | | | | — | | |||||
Payables to related parties | | — | — | — | | |||||
Payable to non-current asset suppliers | | | — | — | | |||||
Contingent consideration | | | — | — | | |||||
Trade and other payables | | — | — | — | | |||||
| | | | | ||||||
2023 | ||||||||||
Less than 1 year | Between 1-2 years | Between 2-5 years | After 5 years | Total | ||||||
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 |
| US$'000 | |
Bank borrowings | | — | | | | |||||
Leases | | | | | | |||||
Debt instruments | | | — | — | | |||||
Financial loans from government agencies | | | | | | |||||
Payables to related parties | | — | — | — | | |||||
Payable to non-current asset suppliers | | | — | — | | |||||
Contingent consideration | | | | — | | |||||
Trade and other payables | | — | — | — | | |||||
| | | | | ||||||
Additionally, as of December 31, 2024, the Company has long-term power purchase commitments amounting to $
The Reindus and the SEPI loans classified as financial loans from government agencies have early redemption options.
Changes in liabilities arising from financing activities
The changes in liabilities arising from financing activities during the year ended December 31, 2024 and 2023 were as follows:
| January 1, |
| Changes from financing cash flows |
| Effect of changes in foreign exchange rates |
| Interest expenses |
| Other changes |
| December 31, 2024 | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||
Bank borrowings (Note 17) | | | ( | | ( | | ||||||
Obligations under leases (Note 18) | | ( | — | | | | ||||||
Debt instruments (Note 19) | | ( | ( | | ( | | ||||||
Financial loans from government agencies (Note 20) | | ( | ( | | ( | | ||||||
Total liabilities from financing activities | | ( | ( | | | | ||||||
Other amounts paid due to net financing activities | ( | |||||||||||
Net cash (used) in financing activities | ( |
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| January 1, |
| Changes from financing cash flows |
| Effect of changes in foreign exchange rates |
| Interest expenses |
| Other changes |
| December 31, 2023 |
| |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||||||||
Bank borrowings (Note 17) | | ( | | | ( | | |||||||
Obligations under leases (Note 18) | | ( | | | | | |||||||
Debt instruments (Note 19) | | ( | — | | ( | | |||||||
Financial loans from government agencies (Note 20) | | ( | | | ( | | |||||||
Total liabilities from financing activities | | ( | | | ( | | |||||||
Other amounts paid due to net financing activities | ( | ||||||||||||
Net cash (used) in financing activities | ( |
30. Fair value measurement
Fair value of assets and liabilities that are measured at fair value
The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities that are carried at fair value in the statement of financial position:
December 31, 2024 | ||||||||
Quoted prices in active markets | Significant observable inputs | Significant unobservable inputs | ||||||
| Total |
| (Level 1) |
| (Level 2) |
| (Level 3) | |
US$'000 | US$'000 | US$'000 | US$'000 | |||||
Property, plant and equipment (Note 8): |
| |||||||
Property, plant and equipment |
| |
| — |
| |
| — |
Other financial assets (Note 9): | ||||||||
Equity securities | | | — | — | ||||
Financial investments | | — | — | | ||||
Other financial instruments (Note 21): |
|
| ||||||
Derivative financial assets - PPA | | — | | — | ||||
Derivative financial liabilities - PPA | ( | — | ( | — | ||||
Other liabilities (Note 23): | ||||||||
Contingent consideration in a business combination | ( | — | — | ( | ||||
December 31, 2023 | ||||||||
Quoted prices in active markets | Significant observable inputs | Significant unobservable inputs | ||||||
| Total |
| (Level 1) |
| (Level 2) |
| (Level 3) | |
US$'000 | US$'000 | US$'000 | US$'000 | |||||
Other financial assets (Note 9): | ||||||||
Listed equity securities | | | — | — | ||||
Other financial instruments (Note 21): | ||||||||
Derivative financial assets - PPA | | — | | — | ||||
Derivative financial liabilities - PPA | ( | — | ( | — | ||||
Other liabilities (Note 23): | ||||||||
Contingent consideration in a business combination | ( | — | ( | |||||
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A reconciliation of the beginning and ending balances of all liabilities at fair value on recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2024, presented as follows:
| Total | |
US$'000 | ||
Fair value at December 31, 2021 | ( | |
Changes in fair value through profit or loss | | |
Payments | | |
Fair value at December 31, 2022 | ( | |
Changes in fair value through profit or loss | ( | |
Payments | | |
Fair value at December 31, 2023 | ( | |
Changes in fair value through profit or loss | ( | |
Payments | | |
Fair value at December 31, 2024 | ( |
31. Other disclosures
Restricted Net Assets
Certain of our entities are restricted from remitting certain funds to us in the form of cash dividends or loans by a variety of contractual requirements. These restrictions are related to standard covenant requirements included in our bank borrowings and debt instruments, such as the SEPI loan and the ABL Revolver. Additionally, the Company has certain restrictions in its partnerships with Dow Silicones Corporation. Consequently, net assets from Ferroglobe subsidiaries Ferroglobe USA Inc, and other subsidiaries in the U.S.A, Ferroglobe Canada, Ferroglobe Spain Metals and the partnerships with Dow are restricted. Please refer to Notes 9, 17 and 20 for further details of these restrictions.
As of December 31, 2024 and 2023 the restricted net assets of the Ferroglobe Group’s subsidiaries were $
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32. Events after the reporting period
Management has evaluated subsequent events after the balance sheet date, through the issuance of these consolidated financial statements, for appropriate accounting and disclosures.
SEPI loan repayment
In March 2025, the Company partially repaid the SEPI loan as per the agreed amortization schedule of $
Dividend payment
In March 2025, the Company distributed dividends to its ordinary shareholders totaling $
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Appendix I
Schedule I has been provided pursuant to the requirements of Rule 12-04(a) of Regulation S-X, of the US Securities and Exchange Commission (SEC) which require condensed financial information as to the financial position, cash flows and results of operations of Ferroglobe PLC, as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted. The footnote disclosures contain supplementary information only and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.
Basis of Presentation.
The presentation of Ferroglobe PLC separate condensed financial statements have been prepared using the same accounting policies as set out in the accompanying consolidated financial statements except that, in the separate condensed financial statements the investments in subsidiaries are being recorded at historic cost.
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SCHEDULE I - FERROGLOBE PLC (Parent company)
CONDENSED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2024 AND 2023
(in USD Thousands)
| 2024 |
| 2023 | |
ASSETS | ||||
Non-current assets |
|
|
|
|
Investment in subsidiaries |
| |
| |
Property, plant and equipment |
| |
| |
Loans to group companies | | | ||
Total non-current assets |
| |
| |
Current assets |
|
| ||
Trade and other receivables |
| |
| |
Trade and other receivables from subsidiaries | | | ||
Other current assets |
| |
| |
Cash and cash equivalents |
| |
| |
Total current assets |
| |
| |
Total assets |
| |
| |
EQUITY AND LIABILITIES | ||||
Equity |
|
|
| |
Share capital |
| |
| |
Other Reserves |
| ( |
| ( |
Retained earnings |
| |
| |
Total equity |
| |
| |
Non-current liabilities |
|
|
|
|
Lease liabilities |
| |
| |
Loans from group companies | | | ||
Other non-current liabilities |
| — |
| |
Total non-current liabilities |
| |
| |
Current liabilities |
|
|
|
|
Debt instruments | | — | ||
Lease liabilities |
| |
| |
Trade and other payables |
| |
| |
Loans from group companies | | | ||
Trade and other payables to subsidiaries | | | ||
Current income tax liabilities |
| — |
| — |
Other current liabilities |
| |
| |
Total current liabilities |
| |
| |
Total equity and liabilities |
| |
| |
The accompanying notes are an integral part of these Condensed Financial Statements.
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SCHEDULE I - FERROGLOBE PLC (Parent company)
CONDENSED INCOME STATEMENT FOR THE PERIODS ENDING DECEMBER 31, 2024, 2023 and 2022
(in USD Thousands)
|
| 2024 |
| 2023 |
| 2022 |
|
|
|
|
|
| |
Other operating income |
| |
| |
| |
Staff costs |
| — |
| — |
| ( |
Other operating expense |
| ( |
| ( |
| ( |
Depreciation and amortization |
| ( |
| ( |
| ( |
Finance income |
| |
| |
| |
Finance costs |
| ( |
| ( |
| ( |
Exchange differences |
| |
| |
| ( |
Impairment gain | — | | — | |||
(Loss) profit before tax |
| ( |
| |
| ( |
Income tax benefit (expense) |
| |
| |
| — |
Total (loss) profit for the year | ( | | ( |
The accompanying notes are an integral part of these Condensed Financial Statements.
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SCHEDULE I - FERROGLOBE PLC (Parent company)
CONDENSED STATEMENT OF CASH FLOWS FOR THE PERIODS ENDING DECEMBER 31 2024, 2023 and 2022
(In USD thousands)
| 2024 |
| 2023 |
| 2022 | |
Cash flows from operating activities: |
| |||||
(Loss) profit for the year |
| ( |
| |
| ( |
Adjustments to reconcile net profit (loss) to net cash provided by operating activities: |
| |||||
Income tax (benefit) expense | ( | ( | — | |||
Depreciation and amortization |
| |
| |
| |
Finance income |
| ( |
| ( |
| ( |
Finance costs |
| |
| |
| |
Exchange differences |
| ( |
| ( |
| |
Impairment (gain) loss | — | ( | — | |||
Share-based compensation | — | — | | |||
Changes in operating assets and liabilities: |
| |||||
Decrease (Increase) in trade and other receivables |
| |
| |
| |
(Decrease) increase in trade and other payables |
| ( |
| ( |
| |
Other changes in operating assets and liabilities |
| ( |
| ( |
| ( |
Income tax received | | — | — | |||
Net used cash (used) provided by operating activities | ( | | | |||
Cash flows from investing activities: |
| |||||
Other intangible assets |
| — |
| — |
| ( |
Loans to group companies | — | ( | — | |||
Proceeds from loans to group companies | | | — | |||
Net cash provided (used) by investing activities | | | ( | |||
Cash flows from financing activities: |
| |||||
Dividends paid | ( | — | — | |||
Repayment of debt instruments | — | — | ( | |||
Proceeds from debt instruments | | — | — | |||
Payments for debt issuance cost | ( | — | — | |||
Payments for lease liabilities | ( | ( | ( | |||
Proceeds from loans from group companies | | | — | |||
Repayments of loans from group companies | ( | ( | — | |||
Payments to acquire own shares |
| ( |
| — |
| — |
Net cash used in financing activities | ( | ( | ( | |||
Total net cash flows for the year |
| |
| ( |
| ( |
Beginning balance of cash and cash equivalents |
| |
| |
| |
Foreign exchange gain (losses) on cash and cash equivalents |
| |
| ( |
| |
Ending balance of cash and cash equivalents |
| |
| |
| |
The accompanying notes are an integral part of these Condensed Financial Statements.
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SCHEDULE I - FERROGLOBE PLC (Parent company only)
Notes to Condensed Financial Statements
1. Basis for presentation
The presentation of Ferroglobe PLC separate condensed financial statements have been prepared using the same accounting policies as set out in the accompanying consolidated financial statements except that, in the separate condensed financial statements the investments in subsidiaries are being recorded at historic cost.
The Parent Company prepared these unconsolidated financial statements in accordance with International Accounting Standards 27, “Separate Financial Statements”, as issued by the International Accounting Standards Board, except that detailed note disclosures have been omitted with the exception of disclosures regarding material contingencies, long-term obligations and guarantees as permitted by Rule 12-04(a) of Regulation S-X.
2. Commitments, long term obligations and contingencies
Commitments and long term obligations
As of December 31, 2024, Ferroglobe PLC only has long-term obligations related to intercompany loans. These main long- term obligations are the following:
Contingencies and guarantees
As of December 31, 2024, Ferroglobe PLC is guarantor of the following material obligations:
| ● | € |
| ● | $ |
As of December 31, 2024, 2023 and 2022, Ferroglobe PLC has no material contingencies.
3.Dividends from subsidiaries
For the years ending December 31, 2024, 2023 and 2022 Ferroglobe PLC did not receive cash dividends from its subsidiaries.
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