SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the Month of May, 2016
Commission File Number: 001-37668
FERROGLOBE PLC
(Name of Registrant)
c/o Legalinx Ltd
One Fetter Lane,
London, EC4A 1BR
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
This Form 6-K consists of the following materials, which appear immediately following this page:
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Press release dated May 18, 2016 announcing results for the quarter ended March 31, 2016 |
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First quarter earnings call presentation |
Ferroglobe Reports Results for First Quarter 2016,
its First Quarter as a Newly Combined Company
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Q1 2016 revenue of $423.5 million, down from pro forma $543 million in Q1 2015 |
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Net loss of $(25.7) million, or $(0.15) on a fully diluted per share basis. Adjusted net loss of $(6.3) million, or $(0.04) on a fully diluted per share basis |
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Adjusted EBITDA of $33.9 million; reported EBITDA of $21.2 million |
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Free cash-flow generation of $35 million |
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Cost savings of $19.8 million achieved compared to Q1 2015 levels |
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Reduction in production costs of 20% comparing current footprint to legacy Globe Specialty Metals footprint |
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Exceeded working capital synergies target of $100 million by reducing working capital by $144 million in the last 12 months, including $55 million in Q1 2016; continued working capital improvements are expected in 2016 and beyond |
LONDON, May 18, 2016 – Ferroglobe PLC (NASDAQ: GSM) (“Ferroglobe” or the “company”), the world’s leading producer of silicon metal, and a leading silicon- and manganese-based specialty alloys producer, announced today results for the first quarter of 2016, the first quarterly results of the newly combined company following the successful completion of the business combination of Grupo FerroAtlántica S.A.U. and Globe Specialty Metals, Inc. in December 2015 as wholly owned subsidiaries of the company.
Ferroglobe reported EBITDA of $21.2 million in a challenging pricing environment due to strong cost control. Excluding business combination-related fair value adjustments, due diligence and transaction costs, Q1 2016 adjusted EBITDA was $33.9 million.
In the first quarter of 2016, Ferroglobe posted a net loss of $(25.7) million, or $(0.15) per share on a fully diluted basis. Excluding business combination-related fair value adjustments, due diligence and transaction costs, the company posted an adjusted net loss of $(6.3) million, or $(0.04) per share, on a fully diluted basis.
Significant revenue reduction due to lower prices
Net sales in the first quarter totalled $423.5 million, down from pro forma $543 million year over year, due to 12% lower volumes shipped and a decline of 13% in prices across all products.
In the quarter, Ferroglobe realized an average selling price for silicon metal of $1.08 per pound, down 14% from a pro forma average price of $1.26 in the first quarter of 2015 primarily due to pressure from low priced imports. Overall average selling price for silicon-based alloys dipped to $0.65 per pound, down 16% from $0.77 in the first quarter of 2015. Manganese alloys, new to our product mix, have had a price drop of 23% to an average of $764/MT as compared to the first quarter of 2015.
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Quarter Ended March 31, 2016 |
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Quarter Ended March 31, 2015 |
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Shipments in metric tons: |
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Silicon Metal |
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90,105 |
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92,449 |
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Silicon Alloys |
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73,473 |
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87,107 |
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Manganese Alloys |
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63,575 |
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77,015 |
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Total shipments* |
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227,153 |
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256,571 |
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Quarter Ended March 31, 2016 |
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Quarter Ended March 31, 2015 |
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Average selling price ($/MT): |
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Silicon Metal |
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$ |
2,387 |
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$ |
2,787 |
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Silicon Alloys |
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$ |
1,433 |
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$ |
1,689 |
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Manganese Alloys |
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$ |
764 |
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$ |
988 |
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Total* |
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$ |
1,624 |
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$ |
1,874 |
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Quarter Ended March 31, 2016 |
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Quarter Ended March 31, 2015 |
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Average selling price ($/lb.): |
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Silicon Metal |
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$ |
1.08 |
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$ |
1.26 |
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Silicon Alloys |
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$ |
0.65 |
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$ |
0.77 |
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Manganese Alloys |
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$ |
0.35 |
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$ |
0.45 |
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Total* |
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$ |
0.74 |
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$ |
0.85 |
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* Excludes by-products and other; 2015 amounts are pro forma
Since the first quarter the company has observed some spot market prices in the silicon metal sector exceed the index prices by up to 10% due to supply curtailments and increasing demand. In the manganese alloy business there has been an improvement of between 8% and 20% depending on products during 2016 due to strength in the foundry and steel industries.
“Taking advantage of our increased product and geographic diversification we were able to mitigate to some degree the impact of lower prices. The flow of low-priced silicon metal imports has resulted in sharply declining sales prices since mid-2015, especially as it relates to our indexed business. Given the new industry dynamics, we will consider changes to the way we utilize index pricing in the future,” said CEO Pedro Larrea. “For silicon metal, we expect these low prices to persist for most of the remainder of 2016. However, we also expect some improvement in the market starting to materialize later this year, driven by competitors’ supply starting to come off line especially from the higher quartile of the cost curve and continued demand growth in our core markets, notably in the solar polysilicon sector where prices have increased substantially in the last three months.”
Focus on aggressive cost reduction and cash generation
Ferroglobe reported EBITDA of $21.2 million in a challenging pricing environment due to strong cost control. Excluding business combination-related fair value adjustments, due diligence and transaction costs, Q1 2016 adjusted EBITDA was $33.9 million.
Mitigating the price drop to a meaningful degree has been cost reductions of $19.8 million in the quarter on a pro forma basis, including $5 million of synergies already captured in Q1 2016. The company achieved a post-business combination reduction in production costs (measured in $/lb) of approximately 20% in silicon and silicon alloy for the new production footprint versus legacy Globe Specialty Metals assets.
Ferroglobe expects to deliver at least the announced $65 million of annualized run rate synergies by the end of 2016 and to initiate implementation of improved marketing strategies.
Ferroglobe generated free cash-flow1 of $35 million in Q1 2016, including $55 million in working capital2 improvements. The company generated $144 million from improved working capital management over the past 12 months alone, well ahead of its original three-year projection of $100 million. Continued working capital improvements are expected in 2016 and beyond.
Ferroglobe maintains a strong balance sheet, with net debt of $421 million at the end of the first quarter of 2016 compared to $393 million at year-end 2015. The increase is partially attributable to the payment of $32 million to our shareholders on March 14, 2016, to settle transaction-related claims, as well as impact from foreign exchange rates of $16 million.
“As we continue to face the current pricing environment, we will maintain our aggressive stance on reducing working capital and costs, and focus on generating free cash flow. At the same time, consistent with our strategy and as we have done successfully over many years, we plan to take advantage of the current environment and our strong balance sheet to be aggressive in pursuing growth where timely and opportunistic investment can create significant long-term value and high returns for the company and our shareholders,” concluded Larrea.
First quarter adjusted EBITDA, excluding non-recurring items:
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Quarter Ended |
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March 31, 2016 |
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Loss attributable to the parent |
$ | (25,699 | ) | |
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Loss attributable to non-controlling interest |
(6,211 | ) | ||
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Income tax expense |
777 | |||
| Net finance expense | 7,615 | |||
| Exhange differences | 1,728 | |||
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Depreciation and amortization charges, operating allowances and write-downs |
42,998 | |||
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EBITDA |
21,208 | |||
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Transaction and due diligence expenses |
2,641 | |||
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Globe purchase price allocation adjustments |
10,022 | |||
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Adjusted EBITDA, excluding above items |
$ | 33,871 | ||
Note: Globe purchase price allocation adjustments relate to Globe inventories that were marked to market on the Balance Sheet as part of the closing of the transaction in 2015, with no effect on 2015 Income Statement. This adjustment recognizes margin on the sale of this inventory.
First quarter adjusted diluted earnings per share, excluding non-recurring items:
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Quarter Ended March 31, 2016 |
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Diluted loss per ordinary share |
(0.15 | ) | ||
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Tax rate adjustment |
0.06 | |||
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Transaction and due diligence expenses |
0.01 | |||
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Globe purchase price allocation adjustments |
0.04 | |||
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Adjusted diluted loss per ordinary share |
(0.04 | ) | ||
First quarter adjusted net income attributable to Ferroglobe, excluding non-recurring items:
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Quarter Ended |
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Loss attributable to the parent |
$ | (25,699 | ) | |
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Tax rate adjustment |
10,739 | |||
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Transaction and due diligence expenses |
1,796 | |||
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Globe purchase price allocation adjustments |
6,815 | |||
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Adjusted loss attributable to the parent |
$ | (6,349 | ) | |
1 Free cash-flow defined as “Net cash provided by operating activities” (net of the $32.5 million cash outflow due to shareholder settlement) minus “Payments for property, plant and equipment.”
2 Working capital defined as “Inventories” plus “Trade and other receivables,” minus “Trade and other payable.”
Conference Call
Ferroglobe will review first quarter 2016 results during a conference call tomorrow morning at 8:45 a.m. Eastern Time. The dial-in number for participants in the United States is 212-999-6659. International callers should dial +44 (0) 20 3003 2666. Please dial in at least five minutes prior to the call to register. The call may also be accessed via an audio webcast available on the Ferroglobe website at http://investor.ferroglobe.com. Click on the First Quarter 2016 Earnings Call link to access the call.
About Ferroglobe
Ferroglobe PLC is one of the world’s leading suppliers of silicon metal, silicon-based specialty alloys, and ferroalloys serving a customer base across the globe in dynamic and fast-growing end markets, such as solar, automotive, consumer products, construction and energy. The company is based in London. For more information, visit http://investor.ferroglobe.com.
Forward-Looking Statements
This release contains ''forward-looking statements'' within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe the company’s future plans, strategies and expectations. Forward-looking statements generally can be identified by the use of forward-looking terminology, including, but not limited to, “may,” “could,” “seek,” “guidance,” “predicts,” “potential,” “likely,” “believe,” “will,” “expect,” “anticipate,: “estimate,” “plan,” “intends,” “forecast” or variations of these terms and similar expressions, or the negative of these terms or similar expressions.
Forward-looking statements contained in this press release are based on information presently available to us and assumptions that we believe to be reasonable, but are inherently uncertain. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control.
You are cautioned that all such statements involve risks and uncertainties, including without limitation, risks that the legacy businesses of Globe and FerroAtlántica will not be integrated successfully or that we will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected. Important factors that may cause actual results to differ include, but are limited to: (i) risks relating to unanticipated costs of integration, including operating costs, customer loss and business disruption being greater than expected; (ii) our organizational and governance structure; (iii) the ability to hire and retain key personnel; (iv) regional, national or global political, economic, business, competitive, market and regulatory conditions including, among others, changes in metals prices; (v) increases in the cost of raw materials or energy; (vi) competition in the metals and foundry industries; (vii) environmental and regulatory risks; (viii) ability to identify liabilities associated with acquired properties prior to their acquisition; (ix) ability to manage price and operational risks including industrial accidents and natural disasters; (x) ability to manage foreign operations; (xi) changes in technology; (xii) ability to acquire or renew permits and approvals; (xiii) changes in legislation or governmental regulations affecting Ferroglobe; (xiv) conditions in the credit markets; (xv) risks associated with assumptions made in connection with critical accounting estimates and legal proceedings; (xvi) Ferroglobe's international operations, which are subject to the risks of currency fluctuations and foreign exchange controls; and (xvii) the potential of international unrest, economic downturn or effects of currencies, tax assessments, tax adjustments, anticipated tax rates, raw material costs or availability or other regulatory compliance costs. The foregoing list is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business, including those described in the “Risk Factors” section of our Annual Reports on Form 20-F, Current Reports on Form 6-K and other documents we file from time to time with the United States Securities and Exchange Commission. We do not give any assurance (1) that we will achieve our expectations or (2) concerning any result or the timing thereof, in each case, with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or revenue trends or future financial results. Forward-looking financial information and other metrics presented herein represent our key goals and are not intended as guidance or projections for the periods presented herein or any future periods.
All information in this press release is as of the date of its release. We do not undertake or assume any obligation to update publicly any of the forward-looking statements in this press release to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this press release.
Non-GAAP Measures
EBITDA, adjusted EBITDA, adjusted loss attributable to parent and adjusted diluted loss per ordinary share are non-GAAP measures.
We have included these measures to provide supplemental measures of our performance which we believe are important because they eliminate items that have less bearing on our current and future operating performance and so highlights trends in our core business that may not otherwise be apparent when relying solely on GAAP financial measures. Reconciliations of these measures to the comparable GAAP financial measures are provided above and in the attached financial statements.
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INVESTOR CONTACT:
Ferroglobe PLC
Joe Ragan, 786-509-6925
Chief Financial Officer
Email: jragan@ferroglobe.com
Ferroglobe PLC and Subsidiaries
Unaudited Condensed Consolidated Statement of Financial Position
(in thousands of U.S. dollars)
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March 31, |
December 31, |
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2016 |
2015 |
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ASSETS |
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Non-current assets |
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Goodwill |
$ | 404,009 | 403,929 | |||||
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Other intangible assets |
72,041 | 71,619 | ||||||
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Property, plant and equipment |
1,011,395 | 1,012,367 | ||||||
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Non-current financial assets |
9,969 | 9,672 | ||||||
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Deferred tax assets |
36,767 | 36,098 | ||||||
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Other non-current assets |
21,558 | 20,615 | ||||||
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Total non-current assets |
1,555,739 | 1,554,300 | ||||||
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Current assets |
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Inventories |
396,319 | 425,372 | ||||||
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Trade and other receivables |
250,331 | 275,254 | ||||||
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Current receivables from related parties |
10,784 | 10,950 | ||||||
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Current income tax assets |
17,488 | 9,273 | ||||||
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Current financial assets |
3,979 | 4,112 | ||||||
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Other current assets |
10,529 | 10,134 | ||||||
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Cash and cash equivalents |
114,019 | 116,666 | ||||||
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Total current assets |
803,449 | 851,761 | ||||||
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Total assets |
$ | 2,359,188 | 2,406,061 | |||||
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EQUITY AND LIABILITIES |
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Equity |
$ | 1,271,747 | 1,294,973 | |||||
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Non-current liabilities |
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Deferred income |
10,879 | 4,389 | ||||||
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Provisions |
81,900 | 81,853 | ||||||
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Bank borrowings |
255,057 | 223,676 | ||||||
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Obligations under finance leases |
90,643 | 89,768 | ||||||
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Other financial liabilities |
8,414 | 7,549 | ||||||
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Other non-current liabilities |
3,679 | 4,517 | ||||||
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Deferred tax liabilities |
205,064 | 206,648 | ||||||
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Total non-current liabilities |
655,636 | 618,400 | ||||||
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Current liabilities |
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Provisions |
8,361 | 9,010 | ||||||
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Bank borrowings |
174,921 | 182,554 | ||||||
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Obligations under finance leases |
13,976 | 13,429 | ||||||
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Payables to related parties |
6,343 | 7,827 | ||||||
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Trade and other payables |
148,367 | 147,073 | ||||||
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Current income tax liabilities |
9,716 | 10,887 | ||||||
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Other current liabilities |
70,121 | 121,908 | ||||||
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Total current liabilities |
431,805 | 492,688 | ||||||
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Total equity and liabilities |
$ | 2,359,188 | 2,406,061 | |||||
Ferroglobe PLC and Subsidiaries
Unaudited Condensed Consolidated Income Statement
(in thousands of U.S. dollars, except per share amounts)
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Quarter Ended March 31, 2016 |
Year Ended December 31, 20153 |
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Sales |
$ | 423,479 | $ | 2,039,608 | ||||
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Cost of sales |
(281,843 | ) | (1,225,313 | ) | ||||
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Other operating income |
2,333 | 20,455 | ||||||
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Staff costs |
(67,183 | ) | (330,382 | ) | ||||
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Other operating expense |
(54,941 | ) | (351,929 | ) | ||||
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Depreciation and amortization charges, operating allowances and write-downs |
(42,998 | ) | (141,097 | ) | ||||
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Other losses |
(637 | ) | (55,515 | ) | ||||
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Operating loss |
(21,790 | ) | (44,173 | ) | ||||
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Finance income |
243 | 1,343 | ||||||
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Finance expense |
(7,858 | ) | (34,521 | ) | ||||
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Exchange differences |
(1,728 | ) | 29,993 | |||||
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Loss before taxes |
(31,133 | ) | (47,358 | ) | ||||
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Income tax expense |
(777 | ) | (62,546 | ) | ||||
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Loss for the period |
(31,910 | ) | (109,904 | ) | ||||
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Loss attributable to non-controlling interest |
6,211 | 13,308 | ||||||
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Loss attributable to the parent |
$ | (25,699 | ) | $ | (96,596 | ) | ||
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EBITDA |
21,208 | 96,924 | ||||||
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Adjusted EBITDA |
33,871 | 294,799 | ||||||
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Weighted average shares outstanding |
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Basic |
171,838 | |||||||
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Diluted |
171,838 | |||||||
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Loss per ordinary share |
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Basic |
(0.15 | ) | ||||||
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Diluted |
(0.15 | ) | ||||||
3 Represents combined Globe and FerroAtlántica results on a pro forma basis.
Ferroglobe PLC and Subsidiaries
Unaudited Condensed Consolidated Statement of Cash Flows
(in thousands of U.S. dollars)
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Quarter Ended |
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March 31, 2016 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Loss for the period |
$ | (31,910 | ) | |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Income tax expense |
777 | |||
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Depreciation and amortization charges, operating allowances and write-downs |
42,998 | |||
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Finance income |
(243 | ) | ||
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Finance expense |
7,858 | |||
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Exchange differences |
1,728 | |||
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Loss on disposals of non-current and financial assets |
(51 | ) | ||
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Other adjustments |
688 | |||
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Changes in operating assets and liabilities |
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Decrease in inventories |
43,349 | |||
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Decrease in trade receivables |
25,797 | |||
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Increase in trade payables |
1,910 | |||
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Other4 |
(42,851 | ) | ||
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Income taxes paid |
(12,774 | ) | ||
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Interest paid |
(7,702 | ) | ||
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Net cash provided by operating activities5 |
29,574 | |||
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Payments due to investments: |
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Other intangible assets |
(436 | ) | ||
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Property, plant and equipment |
(26,808 | ) | ||
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Current financial assets |
(53 | ) | ||
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Disposals: |
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Intangible assets |
30 | |||
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Property, plant and equipment |
104 | |||
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Interest received |
243 | |||
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Net cash used by investing activities |
(26,920 | ) | ||
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CASH FLOWS FROM FINANCING ACTIVITIES: |
||||
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Dividends paid |
(13,747 | ) | ||
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Increase/(decrease) in bank borrowings: |
||||
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Borrowings |
56,991 | |||
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Payments |
(49,698 | ) | ||
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Other amounts paid due to financing activities |
(712 | ) | ||
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Net cash used by financing activities |
(7,166 | ) | ||
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TOTAL NET CASH FLOWS FOR THE YEAR |
(4,512 | ) | ||
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Beginning balance of cash and cash equivalents |
116,666 | |||
|
Exchange differences on cash and cash equivalents in foreign currencies |
1,865 | |||
|
Ending balance of cash and cash equivalents |
$ | 114,019 | ||
4 Includes the cash outflow impact of the $32.5 million shareholder settlement.
5 Without the cash outflow of the shareholder settlement, “Net cash provided by operating activities” would amount to $62.1 million.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 18, 2016
FERROGLOBE PLC
By: /s/ Stephen Lebowitz
Name: Stephen Lebowitz
Title: Chief Legal Officer