EX-99.2 3 tm2127314d6_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Ferroglobe PLC and Subsidiaries

Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2021 and December 31,
2020 and for the three and six months ended June 30, 2021 and June 30, 2020.

FERROGLOBE PLC AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION AS OF JUNE 30, 2021 AND DECEMBER 31, 2020

Thousands of US dollars

		June 30,			December 31,
	Notes	2021			2020
ASSETS
Non-current assets
Goodwill	Note 4		29,702			29,702
Other intangible assets	Note 5		87,556			20,756
Property, plant and equipment	Note 6		587,602			620,034
Other non-current financial assets	Note 16		5,329			5,057
Deferred tax assets	Note 14		62			—
Non-current receivables from related parties	Note 18		2,377			2,454
Other non-current assets			13,960			11,904
Total non-current assets			726,588			689,907
Current assets
Inventories	Note 7		239,750			246,549
Trade and other receivables	Note 8		283,990			242,262
Current receivables from related parties	Note 18		3,105			3,076
Current income tax assets			8,826			12,072
Other current financial assets	Note 16		1,003			1,008
Other current assets			57,219			20,714
Current restricted cash and cash equivalents	Note 9		6,149			28,843
Cash and cash equivalents	Note 9		99,940			102,714
Total current assets			699,982			657,238
Total assets			1,426,570			1,347,145
EQUITY AND LIABILITIES
Equity
Share capital			1,784			1,784
Reserves			451,329			696,774
Translation differences			(204,056	)		(206,759	)
Valuation adjustments			5,265			5,755
Result attributable to the Parent			(65,472	)		(246,339	)
Non-controlling interests			110,619			114,504
Total equity	Note 10		299,469			365,719
Non-current liabilities
Deferred income			37,570			620
Provisions	Note 11		107,501			108,487
Bank borrowings	Note 12		4,061			5,277
Lease liabilities	Note 13		12,995			13,994
Debt instruments	Note 15		37,600			346,620
Other financial liabilities			37,608			29,094
Other non-current liabilities			16,955			16,767
Deferred tax liabilities	Note 14		23,956			27,781
Total non-current liabilities			278,246			548,640
Current liabilities
Provisions	Note 11		102,269			55,296
Bank borrowings	Note 12		85,825			102,330
Lease liabilities	Note 13		8,709			8,542
Debt instruments	Note 15		359,318			10,888
Other financial liabilities			23,732			34,802
Payables to related parties	Note 18		6,131			3,196
Trade and other payables			189,449			149,201
Current income tax liabilities			513			2,538
Other current liabilities			72,909			65,993
Total current liabilities			848,855			432,786
Total equity and liabilities			1,426,570			1,347,145

Unaudited data at June 30, 2021

Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements

FERROGLOBE PLC AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE THREE
AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Thousands of US dollars

		Three Months Ended					Six months ended
		June 30,					June 30,
	Notes	2021			2020		2021			2020
Sales	Note 19		418,538		250,004			779,928		561,226
Cost of sales			(267,939	)	(153,291	)		(518,104	)	(396,651	)
Other operating income			37,105		10,160			39,018		17,928
Staff costs			(63,197	)	(48,912	)		(158,464	)	(104,009	)
Other operating expense			(93,171	)	(35,953	)		(130,006	)	(76,020	)
Depreciation and amortization charges, operating allowances and write-downs			(23,523	)	(27,459	)		(48,808	)	(56,127	)
Other gains and (losses)			608		86			674		(586	)
Operating profit (loss)			8,421		(5,365	)		(35,762	)	(54,239	)
Net finance expense			(11,178	)	(16,693	)		(27,042	)	(33,177	)
Financial instruments gain	Note 15		—		—			—		3,168
Exchange differences			3,237		2,634			(6,077	)	5,069
Profit (loss) before taxes			480		(19,425	)		(68,881	)	(79,179	)
Income tax benefit (expense)			250		5,390			1,094		16,086
Profit (loss) from continuing operations			730		(14,035	)		(67,787	)	(63,093	)
Profit (loss) from discontinued operations			—		—			—		—
Profit (loss) for the period			730		(14,035	)		(67,787	)	(63,093	)
Loss attributable to non-controlling interests			1,180		1,928			2,315		3,087
Profit (loss) attributable to the Parent			1,910		(12,107	)		(65,472	)	(60,006	)

		Three Months Ended					Six Months Ended
		June 30,					June 30,
From continued and discontinued operations	Notes	2021		2020			2021			2020
Profit (loss) attributable to the Parent			1,910		(12,107	)		(65,472	)		(60,006	)
Weighted average basic shares outstanding (thousands)			169,298		169,254			169,295			169,252
Basic profit (loss) per ordinary share	Note 10		0.01		(0.07	)		(0.39	)		(0.35	)
Weighted average basic shares outstanding (thousands)			169,298		169,254			169,295			169,252
Effect of dilutive securities (thousands)			—		—			—			—
Weighted average diluted shares outstanding (thousands)			169,298		169,254			169,295			169,252
Diluted profit (loss) per ordinary share	Note 10		0.01		(0.07	)		(0.39	)		(0.35	)

Unaudited data at June 30, 2021 & 2020

Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.

FERROGLOBE PLC AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Thousands of US dollars

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Loss for the period		730			(14,035	)		(67,787	)		(63,093	)

Items that may be reclassified subsequently to profit or loss:
Arising from cash flow hedges		—			—			—			11,161
Translation differences		1,701			8,416			3,583			(23,879	)
Total income and expense recognized directly in equity		1,701			8,416			3,583			(12,718	)

Items that have been reclassified to income or loss in the period:
Arising from cash flow hedges		(245	)		(222	)		(489	)		(6,345	)
Tax effect		—			—			—			(1,592	)
Total transfers to income or loss		(245	)		(222	)		(489	)		(7,937	)

Other comprehensive income (loss) for the period, net of income tax		1,456			8,194			3,094			(20,655	)

Total comprehensive (loss) income for the period		2,186			(5,841	)		(64,693	)		(83,748	)

Attributable to the Parent		2,814			(5,029	)		(63,258	)		(79,068	)
Attributable to non-controlling interests		(628	)		(812	)		(1,435	)		(4,680	)

Unaudited data at June 30, 2021 & 2020

Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.

FERROGLOBE PLC AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Thousands of US dollars

	Total Amounts Attributable to Owners
	Shares		Share					Translation			Valuation			Result for			Non- controlling
	(thousands)		capital		Reserves			differences			adjustments			the period			interests			Total
Balance at December 31, 2019		170,864		1,784		975,358			(210,152	)		(2,169	)		(280,601	)		118,077			602,297
Total comprehensive (loss) income		—		—		—			(23,878	)		4,816			(60,006	)		(4,680	)		(83,748	)
Share-based compensation		—		—		1,425			—			—			—			—			1,425
Distribution of 2019 profit		—		—		(280,601	)		—			—			280,601			—			—
Balance at June 30, 2020		170,864		1,784		696,182			(234,030	)		2,647			(60,006	)		113,397			519,974

	Total Amounts Attributable to Owners
	Shares		Share					Translation			Valuation			Result for			Non- controlling
	(thousands)		capital		Reserves			differences			adjustments			the period			interests			Total
Balance at December 31, 2020		170,864		1,784		696,774			(206,759	)		5,755			(246,339	)		114,504			365,719
Total comprehensive (loss) income		—		—		—			2,703			(490	)		(65,472	)		(1,435	)		(64,694	)
Share-based compensation		—		—		894			—			—			—			—			894
Application of 20120 loss		—		—		(246,339	)		—			—			246,339			—			—
Dividends paid to non-controlling interests		—		—		—			—			—			—			(2,450	)		(2,450	)
Balance at June 30, 2021		170,864		1,784		451,329			(204,056	)		5,265			(65,472	)		110,619			299,469

Unaudited data at June 30, 2021 & 2020

Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.

FERROGLOBE PLC AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR

SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Thousands of US dollars


	June 30,			June 30,
	2021			2020
Cash flows from operating activities:
(Loss) for the period		(67,787	)		(63,093	)
Adjustments to reconcile net loss to net cash used by operating activities:
Income tax (benefit)		(1,094	)		(16,086	)
Depreciation and amortization charges, operating allowances and write-downs		48,808			56,127
Net finance expense		27,042			33,177
Financial derivative gain (loss)		—			(3,168	)
Exchange differences		6,077			(5,069	)
Loss (gain) due to changes in the value of asset		(264	)		—
Loss (gain) on disposal of non-current assets		(43	)		—
Share-based compensation		894			1,426
Other adjustments		(368	)		586
Changes in operating assets and liabilities:
(Increase) decrease in inventories		2,676			39,106
(Increase) decrease in trade receivables		(50,317	)		129,369
Increase (decrease) in trade payables		42,336			(30,379	)
Other changes in operating assets and liabilities		4,902			(27,884	)
Income tax paid		(1,235	)		13,641
Net used cash provided by operating activities		11,627			127,753
Cash flows from investing activities:
Interest and finance income received		163			339
Payments due to investments:
Other intangible assets		—			—
Property, plant and equipment		(8,928	)		(9,662	)
Disposals:
Other non-current assets		543			—
Net cash provided (used) by investing activities		(8,222	)		(9,323	)
Cash flows from financing activities:
Payment for debt issuance cost		(17,691	)		(1,855	)
Proceeds from debt issuance		40,000			—
Increase/(decrease) in bank borrowings:
Borrowings		277,635			—
Payments		(302,447	)		(65,560	)
Amounts paid due to leases		(6,013	)		(4,879	)
Other amounts received (paid) due to financing activities		—			3,608
Interest paid		(20,348	)		(19,955	)
Net cash (used) provided by financing activities		(28,864	)		(88,641	)
Total net cash flows for the period		(25,459	)		29,789
Beginning balance of cash and cash equivalents		131,557			123,175
Exchange differences on cash and cash equivalents in foreign currencies		(9	)		278
Ending balance of cash and cash equivalents		106,089			153,242
Ending balance of cash and cash equivalents from statement of financial position		99,940			124,876
Current restricted cash and cash equivalents		6,149			28,366
Cash and restricted cash in the statement of financial position		106,089			153,242

Unaudited data at June 30, 2021 & 2020

Notes 1 to 20 are an integral part of the unaudited interim condensed consolidated financial statements.

Ferroglobe PLC and Subsidiaries

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

As of June 30, 2021 and December 31, 2020
and for the three and six months ended June 30, 2021 and 2020

(U.S. Dollars in thousands as otherwise indicated, except share and per share data)

1.	General information

Ferroglobe PLC and subsidiaries (the “Company” or “Ferroglobe”) is among the world’s largest producers of silicon metal and silicon and manganese-based alloys, important ingredients in a variety of industrial and consumer products. The Company’s customers include major silicone chemical, aluminum and steel manufacturers, auto companies and their suppliers, ductile iron foundries, manufacturers of photovoltaic solar cells and computer chips, and concrete producers.

Ferroglobe PLC (the “Parent Company” or “the Parent”) is a public limited company that was incorporated in England and Wales on February 5, 2015 (formerly named ‘Velonewco Limited’). The Parent’s registered office is 5 Fleet Place, London, England, EC4M7RD.

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

2.	Basis of preparation and changes to the Company’s accounting policies

2.1 Basis of preparation

These unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the audited consolidated financial statements of Ferroglobe as of December 31, 2020.

The unaudited interim condensed consolidated financial statements as of June 30, 2021 and December 31, 2020 and for the three and six months ended June 30, 2021 and 2020 have been prepared assuming that the Company will continue as a going concern.

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

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

The consolidated financial statements for the year ended December 31, 2020 were prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. As of June 30, 2021, as reflected in our consolidated financial statements, the Company had cash and cash equivalents of $106.1 million, of which $6.1 million was restricted. The Company had an operating profit of $8.4 million and operating loss of $35.8 million, a net profit of $0.7 million and a net loss of $67.8 for the six and three months ended June 30, 2021.

COVID-19 has been and continues to be a complex and evolving situation, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, at various times and to varying degrees, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation; limitations on the size of in-person gatherings, restrictions on freight transportations, closures of, or occupancy or other operating limitations on work facilities, and quarantines and lock-downs .

As a result of this pandemic and the strict confinement and other public health measures taken around the world, the demand for our products in the second and third quarters of 2020 was reduced significantly compared with the first and fourth quarters of the year. During the fourth quarter of 2020, demand level for our products increased to levels similar to those prior to the outbreak. In first and second quarter of 2021, demand for our products has increased even further than in the fourth quarter of 2020. However, COVID-19 has negatively impacted, and will in the future negatively impact to an extent we are unable to predict, our revenues.

The main source of finance for the Company are the Senior Notes (the “Notes”) amounting $350,000 thousand due March 1, 2022. The Indenture governing the Notes includes provisions which, in the event of a change of control, would require the Company to offer to redeem the outstanding Notes at a cash purchase price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest. Based on the provisions cited above, a change of control as defined in the indenture is unlikely to occur, but the matter it is not within the Company’s control. If a change of control were to occur, the Company may not have sufficient financial resources available to satisfy all of its obligations. Management is pursuing additional sources of financing to increase liquidity to fund operations.

The Company has announced occurence of “transaction effective date” under lock-up agreement dated March 27, 2021 and completion of refinancing transactions.

Management acknowledges that the events and conditions relating to the uncertainty the potential repayment of the outstanding balance of the Notes should a change of control occur, and the difficulties in forecasting net cash flows in the current economic conditions because of the Covid-19 pandemic, together in aggregate give rise to a material uncertainty that may cast substantial doubt on the ability of the Company to continue as a going concern for a period of twelve months following the date our consolidated financial statements are issued. Notwithstanding the material uncertainty described above, management believes that the Group has adequate resources and considers it likely that the exchange of the Notes and additional capital will be completed, that will allow the Group to continue in operational existence for the foreseeable future. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as going concern.

These unaudited interim condensed consolidated financial statements were authorized for issue by the Company on September 30, 2021.

In determining the disclosures to be made on the various items in the financial statements or other matters, the Company, in accordance with IAS 34, considered their materiality in relation to the unaudited interim condensed consolidated financial statements for the period.

2.2 New standards, interpretations, and amendments adopted by the Company

The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2020.

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

2.3 Responsibility for the information and use of estimates

The information in these consolidated financial statements is the responsibility of Ferroglobe’s Management.

Certain assumptions and estimates were made by management in the preparation of these unaudited interim condensed consolidated financial statements, including:

	•	The impairment losses on goodwill;

	•	The assumptions taken over forecast recovery in trading activity and cash liquidity management that mitigates any substantial doubt as to the Company’s ability to continue as a going concern;

	•	The useful life of property, plant and equipment and intangible assets.

	•	The fair value valuation of the plants, impairment losses on property, plant and equipment and intangible assets, determined by value in use or by fair value less cost of disposal methods.

	•	The fair value of certain unquoted financial assets.

	•	The fair value of financial instruments

	•	The fair value of acquired assets and liabilities as a result of the business combinations.

•

The assumptions used in the actuarial calculation of pension liabilities.

	•	The discount rate used to calculate the present value of certain collection rights and payment obligations.

•

Provisions for contingencies and environmental liabilities.

The Company based its estimates and judgments on historical experience, known or expected trends and other factors that are believed to be reasonable under the circumstances. Actual results may differ materially from these estimates. Changes in accounting estimates are applied in accordance with IAS 8.

At the date of preparation of these unaudited interim condensed consolidated financial statements no events had taken place that might constitute a significant source of uncertainty regarding the accounting effect that such events might have in future reporting periods.

Segment reporting

Operating segments are based upon the Company’s management reporting structure.

Ferroglobe has four reportable business segments, which are: Electrometallurgy - North America, Electrometallurgy - Europe, Electrometallurgy - South Africa, and Other segments.

The unaudited interim condensed consolidated income statements for the three and six months ended June 30, 2021 and 2020, by segment, are as follows:

	Three Months Ended June 30, 2021
	Electro-						Electro-
	metallurgy -			Electro-			metallurgy -						Elim-
	North			metallurgy -			South			Other			inations
	America			Europe			Africa			segments			(*)			Total
Sales		131,251			259,297			30,406			10,420			(12,836	)		418,538
Cost of sales		(84,125	)		(168,946	)		(20,986	)		(8,134	)		14,252			(267,939	)
Other operating income		1,174			36,079			244			10,467			(10,859	)		37,105
Staff costs		(19,330	)		(35,421	)		(3,350	)		(5,096	)		—			(63,197	)
Other operating expense		(11,414	)		(81,265	)		(3,799	)		(6,136	)		9,443			(93,171	)
Depreciation and amortization charges, operating allowances and write-downs		(14,194	)		(8,157	)		(963	)		(209	)		—			(23,523	)
Other gains and (losses)		—			(4	)		—			12			—			8
Impairment losses		—			—			—			—			—			—
(Loss) gain due to changes in the value of assets		—			—			—			243			—			243
(Loss) gain on disposal of non-current assets		(186	)		543			—			—			—			357
Operating profit		3,176			2,126			1,552			1,567			—			8,421
Net finance expense		(311	)		(2,400	)		(549	)		(7,918	)		—			(11,178	)
Exchange differences		(150	)		(1,024	)		(177	)		4,588			—			3,237
(Loss) profit before taxes		2,715			(1,298	)		826			(1,763	)		—			480
Income tax (expense) benefit		237			691			(298	)		(380	)		—			250
(Loss) profit for the period		2,952			(607	)		528			(2,143	)		—			730
Loss attributable to non-controlling interests		1,081			2			73			24			—			1,180
(Loss) profit attributable to the Parent		4,033			(605	)		601			(2,119	)		—			1,910

	Three Months Ended June 30, 2020
	Electro-						Electro-
	metallurgy -			Electro-			metallurgy -						Elim-
	North			metallurgy -			South			Other			inations
	America			Europe			Africa			segments			(*)			Total
Sales		89,055			153,140			13,119			6,050			(11,360	)		250,004
Cost of sales		(48,102	)		(103,005	)		(9,053	)		(4,329	)		11,198			(153,291	)
Other operating income		454			9,620			—			6,734			(6,648	)		10,160
Staff costs		(17,203	)		(28,455	)		(1,640	)		(1,614	)		—			(48,912	)
Other operating expense		(10,799	)		(19,470	)		(3,005	)		(9,489	)		6,810			(35,953	)
Depreciation and amortization charges, operating allowances and write-downs		(16,804	)		(9,173	)		(1,386	)		(96	)		—			(27,459	)
Other (loss) gain		(68	)		—			—			154			—			86
Operating (loss) profit		(3,467	)		2,657			(1,965	)		(2,591	)		—			(5,365	)
Net finance expense		(111	)		(5,411	)		(737	)		(10,434	)		—			(16,693	)

Exchange differences	(737	)	(3,549	)	(267	)	7,187		—	2,634
(Loss) before taxes	(4,315	)	(6,303	)	(2,969	)	(5,838	)	—	(19,425	)
Income tax (expense) benefit	1,389		(242	)	727		3,516		—	5,390
(Loss) for the period	(2,926	)	(6,545	)	(2,242	)	(2,322	)	—	(14,035	)
Loss attributable to non-controlling interests	1,749		—		120		59		—	1,928
(Loss) attributable to the Parent	(1,177	)	(6,545	)	(2,122	)	(2,263	)	—	(12,107	)

	Six Months Ended June 30, 2021
	Electro-						Electro-
	metallurgy -			Electro-			metallurgy -						Elim-
	North			metallurgy -			South			Other			inations
	America			Europe			Africa			segments			(*)			Total
Sales		258,711			469,567			55,030			18,505			(21,885	)		779,928
Cost of sales		(164,807	)		(324,007	)		(37,255	)		(14,106	)		22,071			(518,104	)
Other operating income		2,039			37,956			356			15,443			(16,776	)		39,018
Staff costs		(39,720	)		(104,123	)		(6,592	)		(8,029	)		—			(158,464	)
Other operating expense		(21,674	)		(100,470	)		(6,431	)		(18,021	)		16,590			(130,006	)
Depreciation and amortization charges, operating allowances and write-downs		(28,280	)		(17,600	)		(2,560	)		(368	)		—			(48,808	)
Other gains and losses		—			—			—			9			—			9
(Loss) gain due to changes in the value of assets											264			—			264
(Loss) gain on disposal of non-current assets		(143	)		544			—			—			—			401
Operating (loss) profit		6,126			(38,133	)		2,548			(6,303	)		—			(35,762	)
Net finance expense		(544	)		(5,069	)		(1,366	)		(20,063	)		—			(27,042	)
Exchange differences		99			3,228			(453	)		(8,951	)		—			(6,077	)
(Loss) profit before taxes		5,681			(39,974	)		729			(35,317	)		—			(68,881	)
Income tax (expense) benefit		164			(186	)		(397	)		1,513			—			1,094
(Loss) profit for the period		5,845			(40,160	)		332			(33,804	)		—			(67,787	)
Loss attributable to non-controlling interests		2,194			12			71			38			—			2,315
(Loss) profit attributable to the Parent		8,039			(40,148	)		403			(33,766	)		—			(65,472	)

	Six Months Ended June 30, 2020
	Electro-						Electro-
	metallurgy -			Electro-			metallurgy -						Elim-
	North			metallurgy -			South			Other			inations
	America			Europe			Africa			segments			(*)			Total
Sales		203,927			332,514			34,540			13,951			(23,706	)		561,226
Cost of sales		(123,068	)		(263,030	)		(23,973	)		(10,834	)		24,254			(396,651	)
Other operating income		970			16,832			—			7,388			(7,262	)		17,928
Staff costs		(37,749	)		(57,678	)		(5,206	)		(3,376	)		—			(104,009	)
Other operating expense		(24,111	)		(37,749	)		(6,934	)		(13,940	)		6,714			(76,020	)

Depreciation and amortization charges, operating allowances and write-downs	(33,989	)	(18,639	)	(2,987	)	(512	)	—	(56,127	)
Other gains and (losses)	(441	)	185		—		(330	)	—	(586	)
Operating (loss)	(14,461	)	(27,565	)	(4,560	)	(7,653	)	—	(54,239	)
Net finance expense	(228	)	(10,939	)	(1,566	)	(20,444	)	—	(33,177	)
Financial instruments gain	—		—		—		3,168		—	3,168
Exchange differences	860		(2,466	)	1,315		5,360		—	5,069
(Loss) before taxes	(13,829	)	(40,970	)	(4,811	)	(19,569	)	—	(79,179	)
Income tax (expense) benefit	3,336		6,891		1,044		4,815		—	16,086
(Loss) for the period	(10,493	)	(34,079	)	(3,767	)	(14,754	)	—	(63,093	)
Loss attributable to non-controlling interests	2,913		1		59		114		—	3,087
(Loss) attributable to the Parent	(7,580	)	(34,078	)	(3,708	)	(14,640	)	—	(60,006	)

The total assets and liabilities by reportable segment as of June 30, 2021 and December 31, 2020 are as follows:

	June 30, 2021
	Electro-						Electro-
	metallurgy -			Electro-			metallurgy -						Elim-
	North			metallurgy -			South			Other			inations
	America			Europe			Africa			segments			(*)			Total
Total assets		1,199,818			1,038,171			116,206			1,709,559			(2,637,184	)		1,426,570
Total equity and liabilities		(1,199,818	)		(1,038,171	)		(116,206	)		(1,709,559	)		2,637,184			(1,426,570	)

	December 31, 2020
	Electro-						Electro-
	metallurgy -			Electro-			metallurgy -						Elim-
	North			metallurgy -			South			Other			inations
	America			Europe			Africa			segments			(*)			Total
Total assets		1,081,792			906,036			114,872			1,057,414			(1,812,969	)		1,347,145
Total equity and liabilities		(1,081,792	)		(906,036	)		(114,872	)		(1,057,414	)		1,812,969			(1,347,145	)

(*) These amounts correspond to transactions between segments that are eliminated in the consolidation process

Sales by product line for the three and six months ended June 30, 2021 and 2020 are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Silicon Metal		157,982		106,063		298,000		223,967
Silicon-based Alloys		119,335		60,679		221,888		150,516
Manganese-based Alloys		96,615		60,156		181,837		131,852
Other		44,606		23,106		78,203		54,891
Total		418,538		250,004		779,928		561,226

Information about major customers

Total sales of $183,006 and $143,823, were attributable to the Company's top ten customers for the three months ended June 30, 2021 and 2020, respectively.

Total sales of $337,661 and $290,682, were attributable to the Company's top ten customers for the six months ended June 30, 2021 and 2020, respectively.

During the three months ended June 30, 2021, the Company had two customers that represented more than 10% of sales, with sales to Dow Corning, representing 13.14% of the total amount and Arcelor Mittal, representing 10.8% During the three months ended June 30, 2020, the Company did not have any customer that represented more than 10% of sales.

During the six months ended June 30, 2021, the Company had two customers that represented more than 10% of sales, with sales to Dow Corning, representing 13.14% of the total amount and Arcelor Mittal, representing 10.62%. During the six months ended June 30, 2020, the Company had one customer, Dow Corning, that represented 13.61% of sales.

4. Goodwill

		December 31, 2020				Impairment				Exchange Differences				June 30, 2021
US Cash generating units			29,702				—				—				29,702

In accordance with the requirements of IAS 36, goodwill is tested for impairment annually and if a triggering event that would indicate the carrying amount of a cash-generating unit may be impaired occurs. Impairment testing for goodwill is performed at a cash-generating unit level. The estimate of the recoverable value of the cash-generating units requires significant judgment in evaluation of overall market conditions, estimated future cash flows, discount rates and other factors, and are calculated based on management’s business plans.

5. Other intangible assets

Changes in the carrying amount of other intangible assets between December 31, 2020 and June 30, 2021 and 2020 are as follows:

	Develop-			Power								Other			Accumu-
	ment			Supply								Intan-			lated
	Expen-			Agree-		Rights			Computer			gible			Depre-			Impair-
	diture			ments		of Use			Software			Assets			ciation			ment			Total
Balance at December 31, 2019		50,326			37,836		16,533			5,149			42,670			(82,283	)		(18,964	)		51,267
Additions		—			—		—			—			12,750			(3,378	)		—			9,372
Disposals		—			—		—			—			(14,391	)		—			—			(14,391	)
Exchange differences		(457	)		—		(61	)		(4	)		(1,511	)		767			673			(593	)
Balance at June 30, 2020		49,869			37,836		16,472			5,145			39,518			(84,894	)		(18,291	)		45,655

	Develop-			Power								Other			Accumu-
	ment			Supply								Intan-			lated
	Expen-			Agree-		Rights			Computer			gible			Depre-			Impair-
	diture			ments		of Use			Software			Assets			ciation			ment			Total
Balance at December 31, 2020		54,874			37,836		17,049			5,249			18,872			(93,042	)		(20,082	)		20,756
Additions		154			—		—			—			118,444			(3,387	)		—			115,211
Disposals		—			—		—			—			(47,563	)		—			—			(47,563	)
Exchange differences		(1,666	)		—		(45	)		(35	)		(725	)		1,272			351			(848	)
Balance at June 30, 2021		53,362			37,836		17,004			5,214			89,028			(95,157	)		(19,731	)		87,556

Additions in other intangible assets in 2021 primarily relate to the acquisition of rights held to emit greenhouse gasses by certain French and Spanish subsidiaries.

Disposals of other intangible assets in 2021 are mainly due to C02 refunds.

6. Property, plant and equipment

The detail of Property, plant and equipment, during the year ended December 31,2020 and between December 31, 2020 and June 30, 2021 and 2020 are as follows:

							Other			Adv-
							Fixt-			ances
							ures,			and									Other			Other
	Land			Plant			Tools			PPE			Min-			Other			Items of			Items of			Accu-
	and			and			and			under			eral			Items			Leased			Leased			mulated
	Build-			Mach-			Fur-			Const-			Res-			of			Land			Plant			Depre-			Impair-
	ings			inery			niture			ruction			erves			PPE			& Buildings			& Machinery			ciation			ment			Total
Balance at December 31, 2019		196,586			1,273,837			8,819			106,651			59,502			34,463			13,298			21,333			(865,937	)		(107,646	)		740,906
Additions or charges		—			431			126			5,129			—			7			708			482			(52,793	)		—			(45,240	)
Disposals or reductions		(239	)		(2,708	)		(4	)		—			—			—			—			—			2,505			—			(1,116	)
Transfers from/(to) other accounts		246			5,226			—			(5,495	)		—			—			—			—			—			—			(23	)
Exchange differences		(2,012	)		(28,570	)		(1,336	)		(1,286	)		(774	)		(1,177	)		(42	)		(90	)		16,993			848			(17,446	)
Balance at June 30, 2020		194,581			1,248,216			7,605			104,999			58,728			33,293			13,964			21,725			(899,232	)		(106,798	)		677,081

							Other			Adv-
							Fixt-			ances
							ures,			and								Other			Other
	Land			Plant			Tools			PPE			Min-		Other			Items of			Items of			Accu-
	and			and			and			under			eral		Items			Leased			Leased			mulated
	Build-			Mach-			Fur-			Const-			Res-		of			Land			Plant			Depre-			Impair-
	ings			inery			niture			ruction			erves		PPE			& Buildings			& Machinery			ciation			ment			Total
Balance at December 31, 2020		208,025			1,331,585			8,422			124,029			59,325		33,188			17,588			24,446			(995,507	)		(191,066	)		620,034
Additions or charges		622			2,891			41			10,522			—		5			180			4,189			(45,421	)		—			(26,972	)
Disposals or reductions		(254	)		(3,656	)		(196	)		(3,280	)		—		—			—			—			4,299			609			(2,478	)
Transfers from/(to) other accounts		(279	)		10,800			—			(10,518	)		—		(4	)		—			—			—			—			0
Exchange differences		(3,609	)		(12,769	)		94			(3,133	)		101		541			(440	)		(569	)		14,378			2,424			(2,983	)
Balance at June 30, 2021		204,505			1,328,851			8,361			117,620			59,426		33,730			17,328			28,066			(1,022,251	)		(188,033	)		587,602

7. Inventories

Inventories at June 30, 2021 and December 31, 2020, are as follows:

	June 30,		December 31,
	2021		2020
Finished industrial goods		81,953		100,711
Raw materials in progress and industrial supplies		101,134		99,259
Other inventories		44,028		46,274
Advances to suppliers		12,635		305
Total		239,750		246,549

8. Trade and other receivables

Trade and other receivables at June 30, 2021 and December 31, 2020, are as follows:

	June 30,			December 31,
	2021			2020
Trade receivables		248,326			203,930
Doubtful trade receivables		(1,529	)		(1,697	)
Trade receivables - net		246,797			202,233
Tax receivables		15,624			13,166
Government grant receivables		12,024			23,016
Other receivables		9,545			3,847
Total		283,990			242,262

On February 6, 2020, the Company entered into an amended and restated accounts receivables securitization program via which trade receivables generated by certain of the Company’s subsidiaries in Spain and France are financed both directly through the existing Irish special purpose vehicle (“SPE”) and indirectly through a French “fonds commun de titrisation”. The incorporation of the “fonds commun de titrisation” into the program has allowed for the sale of certain Euro-denominated receivables that were not eligible under the previous structure and increased the available funding. The senior lender’s commitments under the amended and restated securitization program are $150,000 thousand. Finacity remained as intermediate subordinated lender providing a cash consideration of $2,808 thousand, and the Company’s European subsidiaries continued as senior subordinated and junior subordinated lenders as well as, having interests in the senior and intermediate subordinated loan tranches.

On October 2, 2020, the Company ended the receivables funding agreement and cancelled the securitization program, signing a new factoring agreement with a Leasing and Factoring Agent, for anticipating the collection of receivables of the Company’s European entities (Grupo FerroAtlántica, S.A. and FerroPem S.AS). As a result of the agreement, the Leasing and Factoring Agent provided a cash consideration of circa $48.8 million, repurchased the receivables portfolio sold to the SPE on September 28, and consequently assumed the loan tranche of the senior borrower to the SPE. Also, the senior loan and intermediate subordinate loan tranches were paid with internal sources of funds, terminating the financing structure of the securitization program.

During the year ended December 31, 2020, the Company repaid $107,657 thousand (EUR 95,695 thousand) in order to, prior to the termination of receivables funding agreement, optimize the level of borrowings of the SPE with the level of receivables in the securitization, and cancel all commitments in respect of loan tranches held by the Company.

Regarding the new factoring agreement, during the three and six months ended June 30, 2021, provided upfront cash consideration of approximately $149,945 thousand and $277,635 respectively. The Company repaid $271,547 thousand during the six months ended June 30, 2021, showing at June 30, 2021, an on-balance sheet bank borrowing debt of $84,761 thousand

At June 30, 2021, the Company held $97,373 thousand of accounts receivables recognized in consolidated balance sheet in respect of the factoring agreement. Finance costs incurred during the three and six months ended June 30, 2021, amounts $668 and $1,232 thousand respectively, recognized in finance costs in the consolidated income statement.

During the three months ended December 31, 2020, the new factoring agreement provided upfront cash consideration of approximately $169,105 thousand. The Company has repaid $95,800 thousand, showing at December 31, 2020, an on-balance sheet bank borrowing debt of $74,844 thousand.

At December 31, 2020, the Company held $89,154 thousand of accounts receivables recognized in consolidated balance sheet in respect of factoring agreement. Finance costs incurred during the year ended December 31, 2020, amounts $916 thousand, recognized in finance costs in the consolidated income statement.

Judgements relating to the recognition criteria

The Company has assessed whether it has transferred substantially all risks and rewards, continuing to be exposed to the variable returns from its involvement in the factoring agreement as it is exposed to credit risk, so the conclusion is that the derecognition criteria is not applicable and therefore, the account receivables sold is presented in the balance and an obligation is recognized as bank borrowings for the amount of cash advanced by the Leasing and Factoring Agent. The amount repayable under the factoring agreement is presented as on-balance sheet factoring and the debt assigned to factoring is showed as bank borrowings.

9. Cash and cash equivalents

Cash and cash equivalents comprise the following at June 30, 2021 and December 31, 2020:

	June 30,		December 31,
	2021		2020
Cash and cash equivalents		99,940		102,714
Current restricted cash presented as Cash		6,149		28,843
Escrow: Hydro-electric assets sale		5,943		6,137
ABL restricted cash		—		22,500
Other		206		206
Total		106,089		131,557

At June 30, 2021, Cash and cash equivalents comprises the guarantees taken over escrow account. The escrow was constituted in August 30, 2019. According to the agreement terms, the Purchaser and the Seller deposited in a restricted bank account a part of the share purchase price, guaranteeing any compensation to the purchaser for any claim under the contract. At December 31, 2020 in relation to the ABL Restricted cash, the amount constituted is fixed by agreement as liquidity covenants $22,500 (see Note 12). During the first quarter ABL was repayment as part of the overall refinancing.

10. Equity

Share capital

At June 30, 2021, the Company’s issued share capital consisted of 170,863,773 ordinary shares of $0.01. The Company held 1,659,669 ordinary shares in treasury. Therefore, at June 30, 2021 the total number of voting rights in the Company was 169,204,104.

At June 30, 2021, the largest shareholder was as follows:

Name		Number of Shares Beneficially Owned				Percentage of Outstanding Shares
Grupo Villar Mir, S.A.U.			91,125,521				53.8	%

Dividends

There were no dividends distributed by Ferroglobe PLC to ordinary shareholders for the three and six months ended June 30, 2021.

There were earnings distributed by a JV participated by a Globe Speciality Metals, Inc subsidiary to non-controlling interests for the three and six months ended June 30, 2021.

(Loss) profit per ordinary per share

Basic (loss) profit per ordinary share is calculated by dividing the consolidated (loss) profit for the period attributable to the Parent by the weighted average number of ordinary shares outstanding during the period, excluding the average number of treasury shares held in the period, if any.

	Three Months Ended					Six Months Ended
From continued and discontinued operations	June 30,					June 30,
	2021		2020			2021			2020
Basic (loss) profit per ordinary share computation
Numerator:
(Loss) profit attributable to the Parent		1,910		(12,107	)		(65,472	)		(60,006	)
Denominator:
Weighted average basic shares outstanding (thousands)		169,298		169,254			169,254			169,123
Basic (loss) profit per ordinary share		0.01		(0.07	)		(0.39	)		(0.35	)

Diluted (loss) profit per ordinary share computation
Numerator:
(Loss) profit attributable to the Parent		1,910		(12,107	)		(65,472	)		(60,006	)
Denominator:
Weighted average basic shares outstanding (thousands)		169,298		169,254			169,295			169,252
Effect of dilutive securities (thousands)		—		—			—			—
Weighted average dilutive shares outstanding (thousands)		169,298		169,254			169,295			169,252
Diluted (loss) profit per ordinary share		0.01		(0.07	)		(0.39	)		(0.35	)

Potential ordinary shares of 64,185 and 472,480 were excluded from the calculation of diluted profit (loss) per ordinary share for the three and six months ended June 30, 2021, and 2020, because the effect would be anti-dilutive.

After the closing, at July 29, 2021, the company issued 8,913,872 shares par value $0.01 per share, of Ferroglobe PLC

11. Provisions

Non-current and current Provisions comprise the following at June 30, 2021 and December 31, 2020:

	June 30, 2021						December 31, 2020
	Non- Current		Current		Total		Non- Current		Current		Total
Provision for pensions		56,048		205		56,253		56,395		191		56,586
Environmental provision		3,019		1,233		4,252		2,910		1,256		4,166
Provisions for litigation		—		1,142		1,142		—		1,355		1,355
Provisions for third-party liability		10,359		—		10,359		10,759		—		10,759
Provisions for C02 emissions allowances		1,526		47,436		48,962		—		40,161		40,161
Other provisions		36,549		52,253		88,802		38,423		12,333		50,756
Total		107,501		102,269		209,770		108,487		55,296		163,783

In the ordinary course of business, the Company is subject to various loss contingencies arising from lawsuits, investigations, claims and proceedings, including, but not limited to, labor and employment, commercial, environmental, safety, and health matters, as well as claims and indemnities associated with its historical acquisitions and divestitures. The nature and frequency of these contingencies, as well their effect on future operations and earnings, are unpredictable and inherently difficult to estimate.

12. Bank borrowings

Non-current and current Bank borrowings comprise the following:

	June 30, 2021
			Non-Current		Current
	Limit		Amount		Amount		Total
Borrowings carried at amortised cost:
Borrowings from supplier factoring facility		95,072		—		84,761		84,761
Other loans		—		4,061		1,064		5,125
Total				4,061		85,825		89,886

	December 31, 2020
			Non-Current		Current
	Limit		Amount		Amount		Total
Borrowings carried at amortised cost:
Credit facilities		100,000		—		27,237		27,237
Borrowings from supplier factoring facility		73,626		—		74,844		74,844
Other loans		—		5,277		249		5,526
Total				5,277		102,330		107,607

Credit Facilities

On October 11, 2019, Ferroglobe closed a $100,000 North-American asset-based revolving credit facility (the “ABL Revolver”), with Globe Specialty Metals, Inc., and QSIP Canada ULC, each a subsidiary of the Company, and PNC Bank, as lender.

The maximum advances granted by the lender were up to the lesser of $100 million and the Formula Amount. Under the ABL Revolver, and in respect of LIBOR Rate Loans, the interest to be paid was LIBOR plus applicable margin, and in respect of Domestic Rate Loans, the interest was ABR plus applicable margin. ABR shall mean the highest of (i) the PNC Bank prime rate, (ii) overnight bank funding rate plus 0.5% and (iii) daily LIBOR plus 1.0%.

With respect to the covenants, at 31 December 2020, under the ABL Revolver, Globe Specialty Metals, Inc., and QSIP Canada ULC pledged assets as collateral to PNC Bank as follows: eligible third party receivables in the sum of $31M, and eligible inventory including raw materials, WIP, finished goods, spare parts and packaging in the sum of $25M. Deducted from the eligible assets were outstanding letters of credit equalling $6M, reserves $0.6M and a minimum undrawn availability of $10M, leaving a total ABL Revolver balance of $38M as at December 31, 2020.

On March 16, 2021, the Company has repaid in its entirety the remaining balance at the date for an amount equal to $31,299 thousand, cancelling its obligations derived from the contract.

Borrowings from receivable factoring facility

On October 2, 2020, the Company ended the receivables funding agreement over European receivables, signing a new factoring agreement with a Leasing and Factoring Agent, for anticipating the collection of receivables of the Company’s European entities. As a result of the agreement, the Agent provided a cash consideration of circa $48.8 million, repurchased the receivables portfolio sold to the SPE on September 28, and consequently assumed the loan tranche of the senior borrower to the SPE. Also, the senior loan and intermediate subordinate loan tranches were paid with internal sources of funds, terminating the financing structure of the securitization program.

The main characteristics of the agreement are the following:

the maximum cash consideration advanced for the financing facility is up to EUR 80,000 thousand;

over collateralization of 10% of accounts receivable as guarantee provided to the Agent until payment has been satisfied;

annual fee of 0.15% applied to the annual revenues ceded to the Agent;

financing commission of 1% charged annually.

Other conditions are set in relation to credit insurance policy has been structured in an excess of loss policy where the first EUR 5,000 thousand of bad debt losses are not covered by the insurance provider. The Company has assumed the cash collateralization for the entire excess of loss, as agreed in contractual terms.

Judgements relating to the recognition criteria

As of December 31, 2020, the Company has exceeded the limit; the lender has agreed a temporary increase of the limit.

Other Loans

Include loans held by The Company to finance their current activities in France, signed in July 20 for an amount of $5,125 thousand.

13. Leases

Leases are shown as follows in the balance sheet at June 30, 2021 and December 31, 2020:

	June 30, 2021			December 31, 2020
Non-current assets
Leased land and buildings		17,328			17,588
Leased plant and machinery		28,066			24,446
Total		45,394			42,034

Non-current liabilities
Lease liabilities		(12,995	)		(13,994	)
Current liabilities
Lease liabilities		(8,709	)		(8,542	)
Total		(21,704	)		(22,536	)

In relation to leases under IFRS 16, the Company has recognized depreciation and interest costs instead of operating lease expense. During the three months ended June 30, 2021, the Company recognized $2,602 thousand of depreciation charges and $319 thousand of interest costs from these leases.

During the six months ended June 30, 2021, the Company recognized $4,893 thousand of depreciation charges and $589 thousand of interest costs from these leases. ($9,947 and $1,358 at December 31, 2020)

14. Tax matters

The components of current and deferred income tax expense (benefit) are as follows:

	Three Months Ended June			Six Months Ended June
	2021			2021
Consolidated income statement
Current income tax
Current income tax charge/(credit)		1,654			3,118
Adjustment in current income tax in respect of prior years		—			—
Total		1,654			3,118


Deferred tax
Origination and reversal of temporary differences		(1,903	)		(4,211	)
Impact of tax changes		—			—
Impairment if deferred tax assets		—			—
Adjustment in deferred tax in respect of prior years		—			—
Total		(1,903	)		(4,211	)

Income Tax benefit		(249	)		(1,093	)

The movement in deferred tax balances at June 30, 2021, is as follows:

				Recognised in						Balance at June 30,
	Net Balance at January 1, 2021			Profit and Loss			Exchange Differences			2021 Net
Intangible assets		(458	)		42			(1	)		(417	)
Biological assets		(1	)		—			—			(1	)
Provisions		14,235			1,420			(10	)		15,645
Property, plant & equipment		(48,263	)		3,210			(470	)		(45,523	)
Inventories		64			34			0			98
Hedging Instruments		—			—			—			—
Tax losses		9,525			(1,340	)		188			8,372
Incentives & credits		1,426			305			(2	)		1,730
Partnership interest		(8,983	)		—			—			(8,983	)
Other		4,674			539			(28	)		5,185
Net tax assets		(27,781	)		4,211			(323	)		(23,894	)

Presented in the statement of financial position as follows:

	June 30,			December 31,
	2021			2020
Deferred tax assets		33,216			31,528
Deferred tax liabilities		(57,110	)		(59,309	)
Net Total Deferred Tax Asset / (Liability)		(23,894	)		(27,781	)

Unrecognized deductible temporary differences, unused tax losses and unused tax credits:

	June 30,		December 31,
	2021		2020
Unused tax losses		523,389		513,189
Unused tax credits		8,685		8,685
Unrecognised deductible temporary differences		117,152		106,952
Total		649,226		628,826

Management of tax risks

The Company is committed to conducting its tax affairs consistent with the following objectives:

(i)

to comply with relevant laws, rules, regulations, and reporting and disclosure requirements in whichever jurisdiction it operates;

(ii)

to maintain mutual trust, transparency and respect in its dealings with all tax authorities; and

(iii)

to adhere with best practice and comply with the Company's internal corporate governance procedures, including but not limited to its Code of Conduct.

For further details please refer to the group's tax strategy which can be found here: http://investor.ferroglobe.com/corporate-governance.

The Group's tax department maintains a tax risk register on a jurisdictional basis.

In the jurisdictions in which the Company operates, tax returns cannot be deemed final until they have been audited by the tax authorities or until the statute-of-limitations has expired. The number of open tax years subject to examination varies depending on the tax jurisdiction. In general, the Company has the last four years open to review. The criteria that the tax authorities might adopt in relation to the years open for review could give rise to tax liabilities which cannot be quantified.

15. Debt instruments

	June 30, 2021			December 31, 2020
Notes carried at amortised cost
Secured Super Senior Notes		40,000			—
Unsecured Principal amount		350,000			350,000
Unamortised issuance costs		(3,940	)		(3,380	)
Accrued coupon interest		10,858			10,888
Total		396,918			357,508

Amount due for settlement within 12 months		359,318			10,888
Amount due for settlement after 12 months		37,600			346,620
Total		396,918			357,508

On February 15, 2017, Ferroglobe and Globe (together, the "Issuers") issued $350,000 aggregate principal amount of 9.375% Senior unsecured Notes due March 1, 2022 (the "Notes"). Issuance costs of $12,116 were incurred. The principal amounts of the Notes issued by Ferroglobe and Globe were $150,000 and $200,000, respectively. Interest on the Notes is payable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2017.

The Notes are senior unsecured obligations of the Issuers and are guaranteed on a senior basis by certain subsidiaries of Ferroglobe. The Notes are listed on the Irish Stock Exchange. The associated Indenture contains certain negative covenants. Additionally, if the Issuers experience a change of control the Indenture requires the Issuers to offer to redeem the Notes at 101% of their principal amount. Grupo Villar Mir S.A.U. owns 53.9% of the Company's outstanding shares and has pledged them to secure its obligations to certain banks. The Company would experience a change in control and would be required to offer redemption of bonds in accordance with the Indenture if Grupo Villar Mir S.A.U. defaults on the underlying loan.

The fair value of the Notes, determined by reference to the closing market price on the last trading day of June 30, 2021 was $357,077 thousand (December 31, 2020 $268,538 thousand)

Agreement in Principle on the Terms of the financing proposal

As of the date of the consolidated financial statements, holders holding approximately 96% in aggregate principal amount of Notes have signed a lock-up agreement (the “Lock-Up Agreement”) with the Ad Hoc Group Noteholders, Grupo VM and affiliates of Tyrus Capital to support the proposed restructuring as set out in the Lock-Up Agreement and including an extension of the bond maturity, but there can be no assurance that such support will not be withdrawn prior to implementation of the proposed restructuring or that, if withdrawn, additional consents required to implement the proposed restructuring will be obtained.

On July 30, 2021, the Company announces the occurrence of “Transaction Effective Date” under Lock-up agreement dated March 27, 2021 and completion of the financing transactions. The financing consisted of:

(i)

Extension of the maturity date of the Notes from March 31, 2022 to December 31, 2025

(ii)

Issuance of $60 million of new senior secured notes (Super Senior Notes), and

(iii)

$40 million of equity issuance

As a consequence of the financing transactions, $40 of the $60 million of new senior secured notes were issued on May 17, 2021.

16. Other Financial Assets

	June 30, 2021						December 31, 2020
	Non- Current		Current		Total		Non- Current		Current		Total
Other Financial Assets		5,329		1,003		6,332		5,057		1,008		6,065

Other financial assets comprise assets at amortised cost, that mainly includes deposits given to French government by Ferropem, a Ferroglobe subsidiary, in respect of effort de construction, and listed equity comprises investments held by Globe Argentina Metales in Pampa Energía.

17. Financial instruments and fair values

Assets and liabilities measured at fair value by level are as follows:

	June 30, 2021
	Level 1		Level 2		Level 3			Total
Other current financial assets
Listed equity securities		2,871		—		—			2,871
Other non-current liabilities:
Contingent consideration		—		—		(16,632	)		(16,632	)

	December 31, 2020
	Level 1		Level 2		Level 3			Total
Other financial assets
Listed equity securities		2,609		—		—			2,609
Other liabilities:
Contingent consideration		—		—		(16,632	)		(16,632	)

Contingent consideration is related to the acquisition of Kintuck (France) SAS and Kintuck (Norway) AS, which requires the Company to pay the former owners a sliding scale commission based on the silicomanganese and ferromanganese sales spreads of Ferroglobe Mangan Norge and Ferroglobe Manganèse France, up to a maximum amount of $60,000 thousand (undiscounted). The contingent consideration applies to sales made up to eight and a half years from the date of acquisition (February 1, 2018). The potential undiscounted amount of all future payments that the Company could be required to make under the contingent consideration arrangement is between $0 thousand and $60,000 thousand. The fair value of the contingent consideration arrangement of $16,632 thousand ($16,632 thousand in December, 2020) was estimated by applying the income approach based on a Monte Carlo simulation considering various scenarios of fluctuations of future manganese alloy spreads as well as the cyclicality of manganese alloy pricing. The fair value measurement is based on significant inputs that are not observable in the market, which IFRS 13 Fair Value Measurement refers to as Level 3 inputs. Key assumptions include discount rates of 12.5 percent and 11.5 percent for Ferroglobe Mangan Norge and Ferroglobe Manganèse France respectively, process, spread and cost assumptions.

18. Related party transactions and balances

Balances with related parties are as follows:

	June 30, 2021
	Receivables					Payables
	Non-Current		Current			Non-Current		Current
Inmobiliaria Espacio, S.A.		—		2,981			—		—
Villar Mir Energía, S.L.U.		2,377		—			—		5,134
Espacio Information Technology, S.A.U.		—		—			—		954
Aurinka Photovoltaic Group, S.L.		—		126					43
Other related parties		—		(2	)		—		—
Total		2,377		3,105			—		6,131

	December 31, 2020
	Receivables					Payables
	Non-Current		Current			Non-Current		Current
Inmobiliaria Espacio, S.A.		—		3,078			—		—
Villar Mir Energía, S.L.U.		2,454		—			—		2,458
Espacio Information Technology, S.A.U.		—		—			—		701
Other related parties		—		(2	)		—		37
Total		2,454		3,076			—		3,196

Transactions with related parties and other related parties are as follows:

	Three Months Ended June 30,
	2021									2020
	Sales and				Other					Sales and				Other
	Oper-				Oper-					Oper-				Oper-
	ating		Cost of		ating			Finance		ating		Cost of		ating		Finance
	Income		Sales		Expenses			Income		Income		Sales		Expenses		Income
Inmobiliaria Espacio, S.A.		—		—		—			—		—		—		—		—
Villar Mir Energía, S.L.U.		—		29,171		254			—		—		8,177		103		—
Espacio Information Technology, S.A.U.		—		—		805			—		—		—		727		—
Enérgya VM Generación, S.L.		—		—		—			—		—		—		—		—
Enérgya VM Gestión S.L.		—		—		28			—		—		—		13		—
Aurinka Photovoltaic Group, S.L.		—		—		(36	)		—		—		—		99		—
Other related parties		—		—					—		—		—		—		—
Total		—		29,171		1,051			—		—		8,177		942		—

	Six Months Ended June 30,
	2021									2020
	Sales and				Other					Sales and				Other
	Oper-				Oper-					Oper-				Oper-
	ating		Cost of		ating		Finance			ating		Cost of		ating		Finance
	Income		Sales		Expenses		Income			Income		Sales		Expenses		Income
Inmobiliaria Espacio, S.A.		—		—		—		(17	)		—		—		—		16
Villar Mir Energía, S.L.U.		—		43,457		480		—			—		16,710		345		—
Espacio Information Technology, S.A.U.		—		—		1,808		—			—		—		1,600		—
Enérgya VM Generación, S.L.		—		—		—		—			—		.		—		—
Enérgya VM Gestion S.L.		—		—		55		—			—		—		37		—
Aurinka Photovoltaic Group, S.L.		—		—		72		—			—		—		198		—
Other related parties		—		—		1		—			—		—		2		—
Total		—		43,457		2,416		(17	)		—		16,710		2,182		16

Cost of sales related to Villar Mir Energía, S.L.U represents purchases of power by the Company related to European electrometallurgy operations.

“Other operating expenses” mainly relates to service fees paid to Espacio Information Technology, S.A.U. for managing and maintenance services rendered related, basically, to the enterprise resource planning (‘ERP’) that some Company entities use; and other IT development projects.

During 2018 and 2017, under the solar joint venture agreement FerroAtlántica and other subsidiaries have purchased property, plant and equipment of $4,252 thousand and $3,611 thousand respectively, from Aurinka and Blue Power Corporation, S.L. Additionally, in 2019 FerroAtlántica paid the sum of $2,800 thousand to Aurinka in satisfaction of any claim Aurinka PV might otherwise have in relation to the termination of the Solar JV in July 2019.

19. Sales

Sales by segment area for the three and six months ended June 30, 2021 and 2020 are as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Electrometallurgy - North America		131,251			89,055			258,711			203,927
Electrometallurgy - Europe		259,297			153,140			469,567			332,514
Electrometallurgy - South Africa		30,406			13,119			55,030			34,540
Other segments		10,420			6,050			18,505			13,951
Eliminations		(12,836	)		(11,360	)		(21,885	)		(23,706	)
Total		418,538			250,004			779,928			561,226

Sales destination by country for the three and six months ended June 30, 2021 and 2020 are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
USA		130,908		82,503		256,421		190,661
Spain		63,361		25,674		112,969		65,003
Germany		66,311		43,543		122,296		96,767
Italy		18,605		9,860		35,244		19,328
Other EU Countries		72,207		38,994		126,827		98,533
Rest of World		67,146		49,430		126,171		90,934
Total		418,538		250,004		779,928		561,226

20. Subsequent Events

(i)

Extension of the maturity date of the Notes from March 31, 2022 to December 31, 2025

(ii)

Issuance of $60 million of new senior secured notes, and

(iii)

$40 million of equity issuance (8,918,618 shares)

As a result of the closing of the refinancing transactions, the percentage interest in the Company held by our largest shareholder, Grupo Villar Mir, S.A.U., was reduced from 53.8% to 49.3%. As a result, the Company no longer qualifies as a “controlled company” within the meaning of Nasdaq rules; however, the Company continues to follow the rules of the SEC and Nasdaq applicable to foreign private issuers.”