##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-Q
  QUARTERLY REPORT PURSUANT TO
    SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF
    1934
  For the quarterly period ended December 31, 2009
  Commission File Number
    001-34420
  Globe Specialty Metals,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

20-2055624(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   One Penn Plaza
 250 West 34th Street, Suite 2514
 New York, NY 10119
 (Address of principal executive
    offices, including zip code)
  (212) 798-8122
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon stock, $0.0001 par value

The NASDAQ Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ




---



##### 





Globe
    Specialty Metals, Inc.
  PageNo.PART IItem 1.

Financial Statements


3Item 2.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


29Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


48Item 4.

Controls and Procedures


48PART IIItem 1.

Legal Proceedings


48Item 1A.

Risk Factors


49Item 6.

Exhibits


49SIGNATURES


50EX-31.1EX-31.2EX-32.1   2




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##### Table of Contents



PART I  Item 1.
    Financial
    Statements 3




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIESCondensed Consolidated Balance SheetsDecember 31, 2009 and June 30,
    2009
    (In thousands, except share and per share amounts)
    (Unaudited)
  December 31,


June 30,2009


2009ASSETSCurrent assets:Cash and cash equivalents

$
252,231



61,876Accounts receivable, net of allowance for doubtful accounts of
    $1,270 and $1,390 at December 31, 2009 and June 30,
    2009, respectively


36,673



24,094Inventories


54,508



67,394Prepaid expenses and other current assets


12,123



24,675Total current assets


355,535



178,039Property, plant, and equipment, net of accumulated depreciation
    and amortization


188,803



217,507Goodwill


51,836



51,828Other intangible assets


477



1,231Investments in unconsolidated affiliates


8,171



7,928Deferred tax assets


49



1,598Other assets


2,284



15,149Total assets

$
607,155



473,280LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
36,505



21,341Current portion of long-term debt


9,641



16,561Short-term debt


14,013



6,688Accrued expenses and other current liabilities


58,974



46,725Total current liabilities


119,133



91,315Long-term liabilities:Long-term debt


12,730



36,364Deferred tax liabilities


14,549



18,890Other long-term liabilities


14,782



15,359Total liabilities


161,194



161,928Commitments and contingencies (note 13)Stockholders equity:Common stock, $0.0001 par value. Authorized,
    150,000,000 shares; issued, 74,320,187 and
    66,944,254 shares at December 31, 2009 and
    June 30, 2009, respectively


7



7Additional paid-in capital


384,404



303,364Retained earnings


31,636



4,660Accumulated other comprehensive loss


(3,676
)


(3,644
)Treasury stock at cost, 1,000 shares at December 31,
    2009 and June 30, 2009


(4
)


(4
)Total Globe Specialty Metals, Inc. stockholders equity


412,367



304,383Noncontrolling interest


33,594



6,969Total stockholders equity


445,961



311,352Total liabilities and stockholders equity

$
607,155



473,280    4




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIESCondensed Consolidated Statements of
    OperationsThree and six months ended December 31,
    2009 and 2008
    (In thousands, except per share amounts)
    (Unaudited)
  Three Months Ended


Six Months EndedDecember 31,


December 31,2009


2008


2009


2008Net sales

$
108,278



119,307


$
213,736



268,464Cost of goods sold


87,974



91,957



167,952



199,095Selling, general, and administrative expenses


13,142



19,668



25,865



33,700Research and development


77



283



115



876Restructuring charges


(13
)






(81
)


Gain on sale of business


(23,368
)






(22,907
)


Goodwill and intangible asset impairment






69,560







69,560Operating income (loss)


30,466



(62,161
)


42,792



(34,767
)Other income (expense):Interest income


65



150



201



553Interest expense, net of capitalized interest


(1,101
)


(2,118
)


(2,419
)


(4,169
)Foreign exchange gain (loss)


871



(2,117
)


3,286



(3,426
)Other income


199



662



192



1,506Income (loss) before provision for (benefit from) income taxes


30,500



(65,584
)


44,052



(40,303
)Provision for (benefit from) income taxes


12,568



(2,328
)


17,951



6,374Net income (loss)


17,932



(63,256
)


26,101



(46,677
)Losses attributable to noncontrolling interest, net of tax


602



1,735



875



2,121Net income (loss) attributable to Globe Specialty Metals,
    Inc.

$
18,534



(61,521
)

$
26,976



(44,556
)Weighted average shares outstanding:Basic


74,314



63,455



72,710



63,296Diluted


75,154



63,455



73,844



63,296Earnings (loss) per common share:Basic

$
0.25



(0.97
)

$
0.37



(0.70
)Diluted


0.25



(0.97
)


0.37



(0.70
)    5




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIESCondensed Consolidated Statement of Changes in
    Stockholders EquitySix months ended December 31, 2009
    (In thousands) 
    (Unaudited)
  Globe Specialty Metals, Inc. Stockholders EquityAccumulatedAdditional





Other


Treasury








TotalCommon Stock


Paid-In


Retained


Comprehensive


Stock


Noncontrolling


Comprehensive


StockholdersShares


Amount


Capital


Earnings


(Loss) Income


at Cost


Interest


(Loss) Income


EquityBalance at June 30, 2009


66,944


$
7



303,364



4,660



(3,644
)


(4
)


6,969







311,352Warrants exercised


257







1,287























1,287UPOs exercised


1,519







210























210Share-based compensation










3,231























3,231Stock issuance


5,600







34,768























34,768Sale of noncontrolling interest










41,544















27,499







69,043Realized gain on
    available-for-sale
    securities


















(10
)














(10
)Comprehensive income (loss):Foreign currency translation adjustment


















(24
)






1



(23
)


(23
)Unrealized gain on
    available-for-sale
    securities (net of provision for income taxes of $1)


















2











2



2Net income (loss)














26,976











(875
)


26,101



26,101Total comprehensive income






























26,080



26,080Balance at December 31, 2009


74,320


$
7



384,404



31,636



(3,676
)


(4
)


33,594



26,080



445,961    6




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
    Condensed Consolidated Statements of Cash Flows
    Six months ended December 31, 2009 and 2008
    (In thousands) 
    (Unaudited)
  Six Months EndedDecember 31,2009


2008Cash flows from operating activities:Net income (loss)

$
26,101



(46,677
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


9,813



9,933Share-based compensation


3,231



3,196Gain on sale of business


(22,907
)


Goodwill and intangible asset impairment






69,560Deferred taxes


(74
)


(4,548
)Changes in operating assets and liabilities:Accounts receivable, net


(17,079
)


13,061Inventories


2,984



(12,147
)Prepaid expenses and other current assets


9,413



(2,882
)Accounts payable


21,616



(8,446
)Accrued expenses and other current liabilities


(17,283
)


(1,047
)Other


2,946



4,180Net cash provided by operating activities


18,761



24,183Cash flows from investing activities:Capital expenditures


(9,915
)


(34,754
)Sale of business and noncontrolling interest, net of cash
    disposed of $16,555


158,445



Held-to-maturity
    treasury securities






2,987Other investing activities


(4,685
)


340Net cash provided by (used in) investing activities


143,845



(31,427
)Cash flows from financing activities:Proceeds from warrants exercised


1,287



833Proceeds from UPOs exercised


210



Net payments of long-term debt


(16,558
)


(4,704
)Net borrowings (payments) of short-term debt


7,324



(3,453
)Sale of common stock


36,456



Solsil, Inc. common share issuance






1,570Change in restricted cash






(3,580
)Other financing activities


(937
)


(2,080
)Net cash provided by (used in) financing activities


27,782



(11,414
)Effect of exchange rate changes on cash and cash equivalents


(33
)


(15
)Net increase (decrease) in cash and cash equivalents


190,355



(18,673
)Cash and cash equivalents at beginning of period


61,876



73,994Cash and cash equivalents at end of period

$
252,231



55,321Supplemental disclosures of cash flow information:Cash paid for interest


1,719



4,285Cash paid for income taxes, net of refunds totaling $2,729 and
    $0, respectively


3,604



8,029    7




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial Statements
    December 31, 2009 and 2008
    (Dollars in thousands, except per share data)
    (UNAUDITED)
  (1)
    Organization
    and Business Operations    (2)
    Summary
    of Significant Accounting Policies  a.
    Basis
    of Presentation  Form 10-K
  b.
    Reclassifications    c.
    Use of
    Estimates    d.
    Revenue
    Recognition   8




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
  605-25, Revenue Recognition  Multiple Element Arrangements
  e.
    Recently
    Implemented Accounting Pronouncements  The
    FASB Accounting Standards
    Codification tm and the Hierarchy of Generally Accepted Accounting
    Principles. FASB Accounting Standards
    Codificationtm 105-10
  805-10, Business Combinations
  810-10, Consolidation  Consolidation of Entities
    Controlled by Contract 815-40, Derivatives and Hedging  Contracts in
    Entitys Own Equity
  820-10, Fair Value Measurements and Disclosures
 9




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
  740-10, Income Taxes
  f.
    Accounting
    Pronouncements to be Implemented  860-10, Transfers and Servicing
  810-10, Consolidation  Variable Interest Entities
  715-10, Compensation  Retirement Benefits
  820-10, Fair Value Measurements and Disclosures
 10




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
   (3)
    Dow
    Corning Transactions          (4)
    Restructuring
    Charges      Liability at








Liability atJune 30,





Cash


December 31,2009


Adjustments(2)


Payments


2009Severance and benefit-related costs(1)

$
227



(81
)


(137
)


9     (1)
    
    Includes severance payments made to employees, payroll taxes,
    and other benefit-related costs in connection with the
    terminations of employees.(2)
    
    Adjustments are for employees who were rehired by the Company in
    conjunction with the restarting of certain furnace operations
    during the six months ended December 31, 2009. 11




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
     (5)
    Treasury
    Securities    (6)
    Inventories    December 31,


June 30,2009


2009Finished goods

$
16,224



23,867Work in process


2,614



3,462Raw materials


29,011



31,323Parts and supplies


6,659



8,742Total

$
54,508



67,394   first-in, first-in,
    (7)
    Property,
    Plant, and Equipment    December 31,


June 30,2009


2009Land, land improvements, and land use rights

$
4,989



13,835Building and improvements


30,003



24,176Machinery and equipment


65,920



56,912Furnaces


103,384



99,429Other


2,484



15,728Construction in progress


26,194



47,257Property, plant, and equipment, gross


232,974



257,337Less accumulated depreciation and amortization


(44,171
)


(39,830
)Property, plant, and equipment, net of accumulated depreciation
    and amortization

$
188,803



217,507  12




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
      (8)
    Goodwill
    and Other Intangibles    a.
    Goodwill    Balance at June 30, 2009





$
51,828Foreign exchange rate changes






8Balance at December 31, 2009





$
51,836   b.
    Other
    Intangible Assets    ElectricityContracts


OtherCost:Balance at June 30, 2009

$
7,905



323Sale of Globe Metais (see note 3)


(5,073
)


(78
)Balance at December 31, 2009

$
2,832



245Accumulated amortization:Balance at June 30, 2009

$
7,151



323Sale of Globe Metais (see note 3)


(4,629
)


(78
)Amortization expense


310



Balance at December 31, 2009


2,832



245Net balance at December 31, 2009

$




      13




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
  c.
    Goodwill
    and Intangible Asset Impairment  Intangibles  Goodwill and Other
  (9)
    Debt  a.
    Short-Term
    Debt    WeightedOutstanding


Average


UnusedBalance


Interest Rate


Credit LineDecember 31, 2009:Type debt:Revolving credit

$





%

$
18,070Export financing










6,400Other


14,013



4.49



191Total

$
14,013






$
24,661June 30, 2009:Type debt:Revolving credit

$





%

$
34,560Export financing










7,400Other


6,688



6.69



Total

$
6,688






$
41,960   Revolving Credit Agreements
  Outstanding


Unused


TotalBalance


Commitment


CommitmentSenior credit facility

$




18,070



28,000    14




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    Export Financing Agreements
  Other
  b.
    Long-Term
    Debt    December 31,


June 30,2009


2009Senior term loan

$
21,127



33,684Export prepayment financing






17,000Other


1,244



2,241Total


22,371



52,925Less current portion of long-term debt


(9,641
)


(16,561
)Long-term debt, net of current portion

$
12,730



36,364   Senior Term Loan
 15




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    Export Prepayment Financing 
    c.
    Fair
    Value of Debt    (10)
    Derivative
    Instruments  mark-to-market 815-10, Derivatives and Hedging
  Interest
    Rate Risk:
           16




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
          Foreign
    Currency Risk:
  non-U.S. operations non-U.S. operations non-U.S. dollar
  Commodity
    Price Risk:
   17




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    (Loss) Gain Recognized

(Loss) Gain RecognizedDuring the Three Months

During the Six MonthsEnded December 31,

Ended December 31,

Location2009

2008

2009

2008

of (Loss) GainInterest rate derivatives

$
(267
)


(546
)


(745
)


(827
)

Interest expenseForeign exchange forward contracts


33



(161
)


849



(161
)

Foreign exchange gain (loss)     (11)
    Pension
    Plans    Three Months Ended


Six Months EndedDecember 31,


December 31,2009


2008


2009


2008Interest cost

$
301



309



604



612Expected return on plan assets


(245
)


(299
)


(493
)


(618
)Amortization of net loss


135



58



286



114Net periodic pension expense

$
191



68



397



108     (12)
    Income
    Taxes    Three Months Ended

Six Months EndedDecember 31,

December 31,2009

2008

2009

2008Income (loss) before provision for (benefit from) income taxes

$
30,500



(65,584
)


44,052



(40,303
)Provision for (benefit from) income taxes


12,568



(2,328
)


17,951



6,374Effective tax rate


41.2
%


3.5
%


40.7
%


(15.8
)%   Income Taxes,
   18




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
          (13)
    Commitments
    and Contingencies  a.
    Legal
    Contingencies    b.
    Environmental
    Contingencies   19




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    c.
    Employee
    Contracts    d.
    Power
    Commitments    e.
    Joint
    Development Supply Agreement    f.
    Deferred
    Revenue   20




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    (14)
    Stockholders
    Equity  a.
    Common
    Stock    b.
    Warrants      c.
    Noncontrolling
    Interest   21




---



##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    (15)
    Earnings
    (Loss) Per Share      Three Months Ended


Six Months EndedDecember 31,


December 31,2009


2008


2009


2008Basic earnings (loss) per share computationNumerator:Net income (loss) attributable to Globe Specialty Metals,
    Inc.

$
18,534



(61,521
)


26,976



(44,556
)Denominator:Weighted average basic shares outstanding


74,313,832



63,454,560



72,709,826



63,295,966Basic earnings (loss) per common share

$
0.25



(0.97
)


0.37



(0.70
)Diluted earnings (loss) per share computationNumerator:Net income (loss) attributable to Globe Specialty Metals,
    Inc.

$
18,534



(61,521
)


26,976



(44,556
)Denominator:Weighted average basic shares outstanding


74,313,832



63,454,560



72,709,826



63,295,966Effect of dilutive securities


840,373







1,134,137



Weighted average diluted shares outstanding


75,154,205



63,454,560



73,843,963



63,295,966Diluted earnings (loss) per common share

$
0.25



(0.97
)


0.37



(0.70
)     Three Months Ended

Six Months EndedDecember 31,

December 31,2009

2008

2009

2008Stock options


877,001



1,873,000



877,001



1,873,000Warrants






19,365,747







19,365,747UPOs






1,325,414







1,325,414Total


877,001



22,564,161



877,001



22,564,161  22




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
   (16)
    Share-Based
    Compensation        Weighted-AverageWeighted-


Remaining


AggregateNumber of


Average


Contractual


IntrinsicOptions


Exercise Price


Term in Years


ValueOutstanding as of June 30, 2009


4,315,000


$
5.12



4.83


$
5,095Granted


10,000



8.40Exercised






Forfeited and expired


(10,000
)


4.00Outstanding as of December 31, 2009


4,315,000


$
5.13



4.33


$
20,093Exercisable as of December 31, 2009


1,606,249


$
5.93



4.13


$
6,022         2010

2011

2012

2013

2014Share-based compensation (pretax)

$
2,383



4,034



77



2



    23




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
   (17)
    Fair
    Value Measures    Level 1 
  Level 2 
  Level 3 
    Total


Level 1


Level 2


Level 3Interest rate derivatives

$
267







267



       (18)
    Related
    Party Transactions      
    Paid Marco Realty $51 and $59 during the three months ended
    December 31, 2009 and 2008, respectively, and $98 and $142
    during the six months ended December 31, 2009 and 2008,
    respectively, to rent office space for its corporate
    headquarters in New York City, New York.
    Entered into agreements with Marco International to purchase
    carbon electrodes. Marco International billed $1,361 and $0
    during the three months ended December 31, 2009 and 2008,
    respectively, and $3,023 and $0 during the six months ended
    December 31, 2009 and 2008, respectively, under these
    agreements.
    Entered into an agreement to sell ferrosilicon to Marco
    International. Net sales were $81 and $176 during the three
    months ended December 31, 2009 and 2008, respectively, and
    $266 and $176 during the six months ended December 31, 2009
    and 2008, respectively, under this agreement. 24




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
   
    Entered into agreements to purchase sodium carbonate from Marco
    International. During the three months ended December 31,
    2009 and 2008 purchases totaled $0 and $86, respectively. During
    the six months ended December 31, 2009 and 2008 purchases
    totaled $0 and $86, respectively.        (19)
    Operating
    Segments    
    GMI a manufacturer of silicon metal and
    silicon-based alloys located in the United States.
    Globe Metais a distributor of silicon metal
    manufactured in Brazil. This segment includes the historical
    Brazilian manufacturing operations, comprised of a manufacturing
    plant in Breu Branco, mining operations, and forest reserves,
    which were sold on November 5, 2009.
    Globe Metales a manufacturer of silicon-based
    alloys located in Argentina.
    Solsil a manufacturer of upgraded
    metallurgical grade silicon metal located in the United States.
    Corporate general corporate expenses,
    investments, and related investment income.
    Other segments that do not fit into the above
    reportable segments and are immaterial for purposes of separate
    disclosure. The operating segments include Yonveys
    electrode production operations and certain other distribution
    operations for the sale of silicon metal and silicon-based
    alloys.    Three Months Ended


Six Months EndedDecember 31,


December 31,2009


2008


2009


2008Silicon metal

$
74,184



72,816



143,586



157,876Silicon-based alloys


30,340



39,658



59,906



92,597Other, primarily by-products


3,754



6,833



10,244



17,991Total

$
108,278



119,307



213,736



268,464   a.
    Segment
    Data   25




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    Three Months Ended


Three Months EndedDecember 31,


December 31,2009


2008Income (Loss)








Income (Loss)Operating


Before Income





Operating


Before IncomeNet Sales


Income (Loss)


Taxes


Net Sales


Income (Loss)


TaxesGMI

$
76,514



9,062



8,792



78,925



15,522



14,760Globe Metais


19,389



1,917



2,882



27,167



5,277



2,377Globe Metales


12,495



2,736



2,298



12,542



3,686



3,346Solsil


(25
)


(637
)


(667
)


587



(73,831
)


(73,716
)Corporate






18,873



18,832







(9,872
)


(9,356
)Other


2,573



(1,404
)


(1,556
)


5,220



(3,077
)


(3,129
)Eliminations


(2,668
)


(81
)


(81
)


(5,134
)


134



134$
108,278



30,466



30,500



119,307



(62,161
)


(65,584
)   Six Months Ended


Six Months EndedDecember 31,


December 31,2009


2008Income (Loss)











Income (Loss)Operating


Before Income








Operating


Before IncomeNet Sales


Income (Loss)


Taxes


Total Assets


Net Sales


Income (Loss)


TaxesGMI

$
147,375



21,927



21,097



248,020



174,895



39,122



37,846Globe Metais


40,980



3,949



7,281



15,610



58,466



11,469



6,474Globe Metales


23,523



6,234



5,504



68,596



32,638



11,221



10,826Solsil


20



(891
)


(921
)


26,087



2,005



(77,729
)


(77,569
)Corporate






13,870



13,473



447,084







(14,350
)


(13,053
)Other


5,623



(2,651
)


(2,736
)


42,871



11,398



(3,102
)


(3,429
)Eliminations


(3,785
)


354



354



(241,113
)


(10,938
)


(1,398
)


(1,398
)$
213,736



42,792



44,052



607,155



268,464



(34,767
)


(40,303
)    26




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
  b.
    Geographic
    Data    Three Months Ended


Six Months EndedDecember 31,


December 31,2009


2008


2009


2008United States

$
92,020



93,865



175,403



204,038Argentina


10,087



10,199



20,210



27,120Brazil


3,706



12,486



12,820



30,667China


16



1,254



424



3,009Poland


2,449



1,503



4,879



3,630Total

$
108,278



119,307



213,736



268,464     December 31,


June 30,2009


2009United States

$
180,484



180,392Argentina


31,821



32,515Brazil






29,760China


27,992



27,060Poland


819



839Total

$
241,116



270,566     c.
    Major
    Customer Data    Three Months Ended

Six Months EndedDecember 31,

December 31,2009

2008

2009

2008Dow Corning


28
%


14
%


26
%


14
%Wacker Chemie AG


14



11



13



9All other customers


58



75



61



77100
%


100
%


100
%


100
%  27




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to Condensed Consolidated Financial Statements 
    (Continued)
 December 31, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    (20)
    Subsequent
    Events   28




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  This Quarterly Report on
    Form 10-Q
    contains forward-looking statements as that term is
    used in the Private Securities Litigation Reform Act of 1995.
    Certain statements made in this quarterly report involve risks
    and uncertainties. These forward-looking statements reflect the
    Companys best judgment based on our current expectations,
    assumptions, estimates and projections about us and our
    industry, and although we base these statements on circumstances
    that we believe to be reasonable when made, there can be no
    assurance that future events will not affect the accuracy of
    such forward-looking information. As such, the forward-looking
    statements are not guarantees of future performance, and actual
    results may vary materially from the results and expectations
    discussed in this report. Factors that might cause the
    Companys actual results to differ materially from those
    anticipated in forward-looking statements are more fully
    described in the Risk Factors sections contained in
    our Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and in this
    Quarterly Report. The following discussion should be read in
    conjunction with the unaudited condensed consolidated financial
    statements and the notes thereto included elsewhere in this
    report, as well as the more detailed information in our Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2009.
  Introduction
    Business
    Segments
    
    GMI a manufacturer of silicon metal and
    silicon-based alloys located in the United States with plants in
    Beverly, Ohio, Alloy, West Virginia, Niagara Falls, New York and
    Selma, Alabama and a quartzite mine in Billingsley, Alabama;
    Globe Metais a distributor of silicon metal
    manufactured in Brazil. This segment includes the historical
    Brazilian manufacturing operations, comprised of a manufacturing
    plant in Breu Branco, mining operations and forest reserves
    which were sold on November 5, 2009;
    Globe Metales a manufacturer of silicon-based
    alloys located in Argentina with a silicon-based alloys plant in
    Mendoza and a cored-wire fabrication facility in San Luis;
    Solsil a developer and manufacturer of
    upgraded metallurgical grade silicon metal located in the United
    States with operations in Beverly, Ohio;
    Corporate a corporate office including
    general expenses, investments, and related investment
    income; and
    Other includes an electrode production
    operation in China and a cored-wire production facility located
    in Poland. These segments do not fit into the above reportable
    segments, and are immaterial for purposes of separate disclosure.  Overview
    and Recent Developments
   29




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##### Table of Contents



start-up
 30




---



##### Table of Contents



Outlook
          Critical
    Accounting Policies
  Form 10-K
 31




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##### Table of Contents



Form 10-K
  Income
    Taxes
    Results
    of Operations
  GSM
    Three Months Ended December 31, 2009 vs. 2008
  Consolidated
    Operations
  Three Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
108,278



119,307



(11,029
)


(9.2
)%Cost of goods sold


87,974



91,957



(3,983
)


(4.3
)%Selling, general and administrative expenses


13,142



19,668



(6,526
)


(33.2
)%Research and development


77



283



(206
)


(72.8
)%Gain on sale of Globe Metais


(23,368
)






(23,368
)


NAGoodwill and intangible asset impairment






69,560



(69,560
)


NARestructuring charges


(13
)






(13
)


NAOperating income (loss)


30,466



(62,161
)


92,627



(149.0
)%Interest expense, net


(1,036
)


(1,968
)


932



(47.4
)%Other income (loss)


1,070



(1,455
)


2,525



(173.5
)%Income before provision for (benefit from) income taxes


30,500



(65,584
)


96,084



(146.5
)%Provision for (benefit from) income taxes


12,568



(2,328
)


14,896



(639.9
)%Net income (loss)


17,932



(63,256
)


81,188



(128.3
)%Losses attributable to noncontrolling interest, net of tax


602



1,735



(1,133
)


(65.3
)%Net income attributable to Globe Specialty Metals, Inc.

$
18,534



(61,521
)


80,055



(130.1
)%  32




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##### Table of Contents



Net
    Sales
  Three Months Ended Dec 31, 2009


Three Months Ended Dec 31, 2008Net Sales


Net Sales$ (in 000s)


MT


$/MT


$ (in 000s)


MT


$/MTSilicon metal

$
74,184



28,759


$
2,580


$
72,816



28,674


$
2,539Silicon-based alloys


30,340



15,749



1,926



39,658



15,605



2,541Silicon metal and silicon-based alloys


104,524



44,508



2,348



112,474



44,279



2,540Silica fume and other


3,754











6,833Total net sales

$
108,278










$
119,307       Cost of
    Goods Sold:
  start-up
    Selling,
    General and Administrative Expenses:
    Research
    and Development:
   33




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##### Table of Contents



Gain on
    Sale of Globe Metais:
    Goodwill
    and Intangible Asset Impairment:
    Net
    Interest Expense:
    Other
    Income (Loss):
  year-over-year year-over-year year-over-year
  Provision
    for Income Taxes:
    Segment
    Operations
  GMI
  Three Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
76,514



78,925



(2,411
)


(3.1
)%Cost of goods sold


62,574



58,424



4,150



7.1
%Selling, general and administrative expenses


4,891



4,979



(88
)


(1.8
)%Restructuring charges


(13
)






(13
)


NAOperating income

$
9,062



15,522



(6,460
)


(41.6
%)  34




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##### Table of Contents



start-up
  Globe
    Metais
  Three Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
19,389



27,167



(7,778
)


(28.6
)%Cost of goods sold


15,247



19,479



(4,232
)


(21.7
)%Selling, general and administrative expenses


938



2,339



(1,401
)


(59.9
)%Research and development






72



(72
)


(100.0
)%Gain on sale of Globe Metais


1,287







1,287



NAOperating income

$
1,917



5,277



(3,360
)


(63.7
)%        35




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##### Table of Contents



Globe
    Metales
  Three Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
12,495



12,542



(47
)


(0.4
)%Cost of goods sold


8,942



7,824



1,118



14.3
%Selling, general and administrative expenses


817



1,032



(215
)


(20.8
)%Operating income

$
2,736



3,686



(950
)


(25.8
)%       Solsil
  Three Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
(25
)


587



(612
)


(104.3
)%Cost of goods sold


343



4,300



(3,957
)


(92.0
)%Selling, general and administrative expenses


192



347



(155
)


(44.7
)%Research and development


77



211



(134
)


(63.5
)%Goodwill and intangible asset impairment






69,560



(69,560
)


NAOperating loss

$
(637
)


(73,831
)


73,194



(99.1
)%      36




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##### Table of Contents



Corporate
  Three Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsSelling, general and administrative expenses

$
5,782



9,872



(4,090
)


(41.4
)%Gain on sale of Globe Metais


(24,655
)






(24,655
)


NAOperating income (loss)

$
18,873



(9,872
)


28,745



(291.2
)%        37




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##### Table of Contents



GSM
    Six Months Ended December 31, 2009 vs. 2008
  Consolidated
    Operations
  Six Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
213,736



268,464



(54,728
)


(20.4
)%Cost of goods sold


167,952



199,095



(31,143
)


(15.6
)%Selling, general and administrative expenses


25,865



33,700



(7,835
)


(23.2
)%Research and development


115



876



(761
)


(86.9
)%Gain on sale of Globe Metais


(22,907
)






(22,907
)


NAGoodwill and intangible asset impairment






69,560



(69,560
)


NARestructuring charges


(81
)






(81
)


NAOperating income (loss)


42,792



(34,767
)


77,559



(223.1
)%Interest expense, net


(2,218
)


(3,616
)


1,398



(38.7
)%Other income (loss)


3,478



(1,920
)


5,398



(281.1
)%Income before provision for income taxes


44,052



(40,303
)


84,355



(209.3
)%Provision for income taxes


17,951



6,374



11,577



181.6
%Net income (loss)


26,101



(46,677
)


72,778



(155.9
)%Losses attributable to noncontrolling interest, net of tax


875



2,121



(1,246
)


(58.7
)%Net income (loss) attributable to Globe Specialty Metals,
    Inc.

$
26,976



(44,556
)


71,532



(160.5
)%     Net
    Sales
  Six Months Ended Dec 31, 2009


Six Months Ended Dec 31, 2008Net Sales


Net Sales$ (in 000s)


MT


$/MT


$ (in 000s)


MT


$/MTSilicon metal

$
143,586



54,721


$
2,624


$
157,876



61,809


$
2,554Silicon-based alloys


59,906



29,859



2,006



92,597



37,731



2,454Silicon metal and silicon-based alloys


203,492



84,580



2,406



250,473



99,540



2,516Silica fume and other


10,244











17,991Total net sales

$
213,736










$
268,464    38




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##### Table of Contents



Cost of
    Goods Sold:
  start-up
    Selling,
    General and Administrative Expenses:
    Research
    and Development:
    Gain on
    Sale of Globe Metais:
    Goodwill
    and Intangible Asset Impairment:
   39




---



##### Table of Contents



Net
    Interest Expense:
    Other
    Income (Loss):
    Provision
    for Income Taxes:
    Segment
    Operations
  GMI
  Six Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
147,375



174,895



(27,520
)


(15.7
)%Cost of goods sold


115,921



126,294



(10,373
)


(8.2
)%Selling, general and administrative expenses


9,608



9,479



129



1.4
%Restructuring charges


(81
)






(81
)


NAOperating income

$
21,927



39,122



(17,195
)


(44.0
)%      40




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##### Table of Contents



start-up
  Globe
    Metais
  Six Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
40,980



58,466



(17,486
)


(29.9
)%Cost of goods sold


32,671



42,046



(9,375
)


(22.3
)%Selling, general and administrative expenses


2,601



4,844



(2,243
)


(46.3
)%Research and development


11



107



(96
)


(89.7
)%Gain on sale of Globe Metais


1,748







1,748



NAOperating income

$
3,949



11,469



(7,520
)


(65.6
)%         Globe
    Metales
  Six Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
23,523



32,638



(9,115
)


(27.9
)%Cost of goods sold


15,761



19,527



(3,766
)


(19.3
)%Selling, general and administrative expenses


1,528



1,890



(362
)


(19.2
)%Operating income

$
6,234



11,221



(4,987
)


(44.4
)%  41




---



##### Table of Contents



Solsil
  Six Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
20



2,005



(1,985
)


(99.0
)%Cost of goods sold


524



8,629



(8,105
)


(93.9
)%Selling, general and administrative expenses


285



776



(491
)


(63.3
)%Research and development


102



769



(667
)


(86.7
)%Goodwill and intangible asset impairment






69,560



(69,560
)


NAOperating loss

$
(891
)


(77,729
)


76,838



(98.9
)%       Corporate
  Six Months EndedDecember 31,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsSelling, general and administrative expenses

$
10,785



14,350



(3,565
)


(24.8
)%Gain on sale of Globe Metais


(24,655
)






(24,655
)


NAOperating income (loss)

$
13,870



(14,350
)


28,220



(196.7
)%    42




---



##### Table of Contents



Liquidity
    and Capital Resources
  Sources
    of Liquidity
      Long-Term Debt
 43




---



##### Table of Contents



Cash
    Flows
    Six Months EndedDecember 31,2009


2008(Dollars in thousands)Cash and cash equivalents at beginning of period

$
61,876


$
73,994Cash flows provided by operating activities


18,761



24,183Cash flows provided by (used in) investing activities


143,845



(31,427
)Cash flows provided by (used in) financing activities


27,782



(11,414
)Effect of exchange rate changes on cash


(33
)


(15
)Cash and cash equivalents at end of period

$
252,231


$
55,321   Operating
    Activities:
    start-up
  Investing
    Activities:
    Financing
    Activities:
   44




---



##### Table of Contents



Exchange
    Rate Change on Cash:
    Commitments
    and Contractual Obligations
    Form 10-K
  Internal
    Controls and Procedures
    Off-Balance
    Sheet Arrangements
    Litigation
    and Contingencies
     45




---



##### Table of Contents



Long-Term
    Debt
    December 31,


June 30,2009


2009Senior term loan

$
21,127



33,684Export prepayment financing






17,000Other


1,244



2,241Total


22,371



52,925Less current portion of long-term debt


(9,641
)


(16,561
)Long-term debt, net of current portion

$
12,730



36,364   Senior Term Loan
  Export Prepayment Financing 
  Recently
    Implemented Accounting Pronouncements
  The
    FASB Accounting Standards
    Codification tm FASB Accounting Standards
    Codification tm 105-10
  805-10, Business Combinations
  810-10, Consolidation  Consolidation of Entities
    Controlled by Contract 815-40, Derivatives and Hedging  Contracts in
    Entitys
 46




---



##### Table of Contents



Own Equity
  820-10, Fair Value Measurements and Disclosures
  740-10, Income Taxes
  Accounting
    Pronouncements to be Implemented
  860-10, Transfers and Servicing
  810-10, Consolidation  Variable Interest Entities
  715-10, Compensation  Retirement Benefits
  820-10, Fair Value Measurements and Disclosures
 47




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Form 10-K
  Item 4.
    Controls
    and Procedures  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
    Changes
    in Internal Control Over Financial Reporting
   PART II  Item 1.
    Legal
    Proceedings   48




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##### Table of Contents



Item 1A.Risk
    Factors
  Form 10-K
  Our
    business is particularly sensitive to increases in energy costs
    which could materially increase our cost of
    production.
  Form 10-K,
    Item 6.
    Exhibits  ExhibitNumber

Description of Document31
.1

Certification of Principal Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Principal Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of the Principal Executive Officer and Principal
    Financial Officer Pursuant to 18 U.S.C. 1350, as adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002     
    
    Filed herewith. 49




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##### Table of Contents



SIGNATURES    
  By:
    /s/  Jeff
    Bradley     By:
    /s/  Malcolm
    Appelbaum      50