##### 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
    September 30, 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
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   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


28Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


38Item 4.

Controls and Procedures


38PART IIItem 1.

Legal Proceedings


39Item 1A.

Risk Factors


39Item 2.

Unregistered Sale of Equity Securities and Use of
    Proceeds


39Item 6.

Exhibits


39SIGNATURES


40EX-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 COMPANIES
  Condensed Consolidated Balance Sheets
 September 30, 2009 and June 30, 2009
 (In thousands, except share and per share amounts)
  September 30,


June 30,2009


2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
114,020



61,876Accounts receivable, net of allowance for doubtful accounts of
    $1,481 and $1,390 at September 30, 2009 and June 30,
    2009, respectively


38,513



24,094Inventories


57,283



67,394Prepaid expenses and other current assets


19,996



24,675Total current assets


229,812



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


215,353



217,507Goodwill


51,835



51,828Other intangible assets


967



1,231Investments in unconsolidated affiliates


7,910



7,928Deferred tax assets


1,737



1,598Other assets


14,203



15,149Total assets

$
521,817



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

$
25,585



21,341Current portion of long-term debt


18,906



16,561Short-term debt


7,628



6,688Accrued expenses and other current liabilities


49,787



46,725Total current liabilities


101,906



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


28,854



36,364Deferred tax liabilities


18,890



18,890Other long-term liabilities


16,108



15,359Total liabilities


165,758



161,928Commitments and contingencies (note 12)Stockholders equity:Common stock, $0.0001 par value. Authorized,
    150,000,000 shares; issued, 73,174,262 and
    66,944,254 shares at September 30, 2009 and
    June 30, 2009, respectively


7



7Additional paid-in capital


339,923



303,364Retained earnings


13,102



4,660Accumulated other comprehensive loss


(3,666
)


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


(4
)


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


349,362



304,383Noncontrolling interest


6,697



6,969Total stockholders equity


356,059



311,352Total liabilities and stockholders equity

$
521,817



473,280    4




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Condensed Consolidated Income Statements
 Three months ended September 30, 2009 and 2008
 (In thousands, except per share amounts)
 (UNAUDITED)
  Three Months Ended September 30,2009


2008Net sales

$
105,458



149,157Cost of goods sold


79,978



107,138Selling, general, and administrative expenses


13,184



14,032Research and development


38



593Restructuring charges


(68
)


Operating income


12,326



27,394Other income (expense):Interest income


136



403Interest expense, net of capitalized interest of $228 and $180,
    respectively


(1,318
)


(2,051
)Foreign exchange gain (loss)


2,415



(1,309
)Other (loss) income


(7
)


844Income before provision for income taxes


13,552



25,281Provision for income taxes


5,383



8,702Net income


8,169



16,579Losses attributable to noncontrolling interest, net of tax


273



386Net income attributable to Globe Specialty Metals, Inc.

$
8,442



16,965Weighted average shares outstanding:Basic


71,115



63,137Diluted


72,543



83,057Earnings per common share:Basic

$
0.12



0.27Diluted


0.12



0.20    5




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Condensed Consolidated Statement of Changes
    in Stockholders Equity
 Three months ended September 30, 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







311,352UPOs exercised


630































Share-based compensation










1,755























1,755Stock issuance


5,600







34,804























34,804Comprehensive 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)














8,442











(273
)


8,169



8,169Total comprehensive income






























8,148



8,148Balance at September 30, 2009


73,174


$
7



339,923



13,102



(3,666
)


(4
)


6,697



8,148



356,059    6




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Condensed Consolidated Statements of Cash Flows
 Three months ended September 30, 2009 and 2008
 (In thousands)
 (UNAUDITED)
  Three Months EndedSeptember 30,2009


2008Cash flows from operating activities:Net income

$
8,169



16,579Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


4,912



4,943Share-based compensation


1,755



2,405Deferred taxes


(55
)


583Changes in operating assets and liabilities:Accounts receivable, net


(14,465
)


256Inventories


9,805



(7,338
)Prepaid expenses and other current assets


4,192



(3,814
)Accounts payable


5,353



(830
)Accrued expenses and other current liabilities


2,224



3,386Other


2,835



(43
)Net cash provided by operating activities


24,725



16,127Cash flows from investing activities:Capital expenditures


(4,255
)


(14,217
)Held-to-maturity
    treasury securities






2,987Other investing activities






12Net cash used in investing activities


(4,255
)


(11,218
)Cash flows from financing activities:Proceeds from warrants exercised






833Net payments of long-term debt


(5,167
)


(338
)Net borrowings (payments) of short-term debt


940



(4,600
)Sale of common stock


36,456



Other financing activities


(527
)


(1,700
)Net cash provided by (used in) financing activities


31,702



(5,805
)Effect of exchange rate changes on cash and cash equivalents


(28
)


56Net increase (decrease) in cash and cash equivalents


52,144



(840
)Cash and cash equivalents at beginning of period


61,876



73,994Cash and cash equivalents at end of period

$
114,020



73,154Supplemental disclosures of cash flow information:Cash paid for interest

$
990



3,194Cash (refunded) paid for income taxes, net of refunds totaling
    $2,729 and $0, respectively


(2,397
)


1,127    7




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
    Notes to Condensed Consolidated Financial Statements
    September 30, 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)
 September 30, 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 available-for-sale
 9




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 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
  (3)
    Restructuring
    Charges   10




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    Liability at








Liability atJune 30,





Cash


September 30,2009


Adjustments(2)


Payments


2009Severance and benefit-related costs(1)

$
227



(68
)


(123
)


36     (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 re-hired by the Company
    in conjunction with the restarting of certain furnace operations
    during the three months ended September 30, 2009.    (4)
    Treasury
    Securities    (5)
    Inventories    September 30,


June 30,2009


2009Finished goods

$
16,967



23,867Work in process


3,714



3,462Raw materials


28,237



31,323Parts and supplies


8,365



8,742Total

$
57,283



67,394   first-in, first-in,
 11




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
   (6)
    Property,
    Plant, and Equipment    September 30,


June 30,2009


2009Land, land improvements, and land use rights

$
14,172



13,835Building and improvements


24,703



24,176Machinery and equipment


58,153



56,912Furnaces


99,393



99,429Other


15,591



15,728Construction in progress


47,817



47,257Property, plant, and equipment, gross


259,829



257,337Less accumulated depreciation and amortization


(44,476
)


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

$
215,353



217,507     (7)
    Goodwill
    and Other Intangibles    a.
    Goodwill    Balance at June 30, 2009

$
51,828Other, primarily foreign exchange


7Balance at September 30, 2009

$
51,835   b.
    Other
    Intangible Assets    ElectricityContracts


OtherCost:Balance at September 30, 2009 and June 30, 2009

$
7,905



323Accumulated amortization:Balance at June 30, 2009


7,151



323Amortization expense


264



Balance at September 30, 2009


7,415



323Net balance at September 30, 2009

$
490



  12




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
      (8)
    Debt  a.
    Short-Term
    Debt    WeightedOutstanding


Average


UnusedBalance


Interest Rate


Credit LineSeptember 30, 2009:Type debt:Revolving credit

$





%

$
34,560Export financing


306



9.70



7,100Other


7,322



5.94



Total

$
7,628






$
41,660June 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

$




34,560



35,000    13




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
  Export Financing Agreements
  Other
  b.
    Long-Term
    Debt    September 30,


June 30,2009


2009Senior term loan

$
31,579



33,684Export prepayment financing


14,000



17,000Other


2,181



2,241Total


47,760



52,925Less current portion of long-term debt


(18,906
)


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

$
28,854



36,364   Senior Term Loan
  Export Prepayment Financing
 14




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    c.
    Fair
    Value of Debt    (9)
    Derivative
    Instruments  mark-to-market 815-10, Derivatives and Hedging
  Interest
    Rate Risk:
             15




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 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:
     (Loss) Gain RecognizedDuring theThree MonthsEnded September 30,2009

2008

Location of (Loss) GainInterest rate derivatives

$
(479
)


(281
)

Interest expenseForeign exchange forward contracts


816






Foreign exchange gain    16




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
   (10)
    Pension
    Plans    Three Months EndedSeptember 30,2009


2008Interest cost

$
303



303Expected return on plan assets


(248
)


(319
)Amortization of net loss


151



56Net periodic pension expense

$
206



40     (11)
    Income
    Taxes    Three Months EndedSeptember 30,2009

2008Income before provision for income taxes

$
13,552



25,281Provision for income taxes


5,383



8,702Effective tax rate


39.7
%


34.4
%   Income
    Taxes  Accounting for Income Taxes in Interim
    Periods,
     17




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
        (12)
    Commitments
    and Contingencies  a.
    Legal
    Contingencies    b.
    Environmental
    Contingencies    c.
    Employee
    Contracts   18




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
  d.
    Power
    Commitments    e.
    Joint
    Development Supply Agreement    f.
    Deferred
    Revenue   19




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
   (13)
    Stockholders
    Equity  a.
    Common
    Stock  over-allotment
  b.
    Warrants        c.
    Noncontrolling
    Interest    (14)
    Earnings
    Per Share   20




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    Three Months EndedSeptember 30,2009


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

$
8,442



16,965Denominator:Weighted average basic shares outstanding


71,114,939



63,137,373Basic earnings per common share

$
0.12



0.27Diluted earnings per common share computationNumerator:Net income attributable to Globe Specialty Metals, Inc.

$
8,442



16,965Denominator:Weighted average basic shares outstanding


71,114,939



63,137,373Effect of dilutive securities


1,427,903



19,920,042Weighted average diluted shares outstanding


72,542,842



83,057,415Diluted earnings per common share

$
0.12



0.20     Three Months EndedSeptember 30,2009


2008Stock options


970,334



361,667Warrants






UPOs






Total


970,334



361,667   (15)  Share-Based
    Compensation
     21




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    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






Exercised






Forfeited and expired






Outstanding as of September 30, 2009


4,315,000


$
5.12



4.58


$
18,600Exercisable as of September 30, 2009


529,999


$
6.88



4.48


$
1,133         2010

2011

2012

2013

2014Share-based compensation (pretax)

$
3,857



4,036



63







     (16)
    Fair
    Value Measures    Level 1 
  Level 2 
  Level 3 
 22




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    Total


Level 1


Level 2


Level 3AssetsForeign exchange forward contracts

$
1,155







1,155



Available-for-sale
    securities


293



293







Total

$
1,448



293



1,155



LiabilitiesInterest rate derivatives

$
642







642



Total

$
642







642



     Available-for-sale
    (17)
    Related
    Party Transactions      
    Paid Marco Realty $62 and $83, 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 $1,662 and
    $0, respectively, under these agreements.
    Entered into an agreement to sell ferrosilicon to Marco
    International. Net sales were $185 and $0, respectively, under
    this agreement.     23




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
    (18)
    Operating
    Segments    
    GMI a manufacturer of silicon metal and
    silicon-based alloys located in the United States.
    Globe Metais a manufacturer of silicon metal
    located in Brazil.
    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 September 30,2009


2008Silicon metal

$
69,402



85,060Silicon-based alloys


29,566



52,939Other, primarily by-products


6,490



11,158Total

$
105,458



149,157  24




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
  a.
    Segment
    Data    2009Operating


Income (Loss)Income


Before IncomeNet Sales


(Loss)


Taxes


Total AssetsGMI

$
70,861



12,865



12,305



245,056Globe Metais


21,591



2,032



4,399



77,443Globe Metales


11,028



3,498



3,206



68,297Solsil


45



(254
)


(254
)


26,244Corporate






(5,003
)


(5,359
)


323,737Other


3,050



(1,247
)


(1,180
)


40,852Eliminations


(1,117
)


435



435



(259,812
)$
105,458



12,326



13,552



521,817   2008Operating


Income (Loss)Net Sales


Income (Loss)


Before Income TaxesGMI

$
95,970



23,600



23,086Globe Metais


31,299



6,192



4,097Globe Metales


20,096



7,535



7,480Solsil


1,418



(3,898
)


(3,853
)Corporate






(4,478
)


(3,697
)Other


6,178



(25
)


(300
)Eliminations


(5,804
)


(1,532
)


(1,532
)$
149,157



27,394



25,281    25




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
  b.
    Geographic
    Data    September 30,2009


2008United States

$
83,383



110,173Argentina


10,123



16,921Brazil


9,114



18,181China


408



1,755Poland


2,430



2,127Total

$
105,458



149,157     September 30,


June 30,2009


2009United States

$
178,854



180,392Argentina


31,951



32,515Brazil


29,590



29,760China


26,929



27,060Poland


831



839Total

$
268,155



270,566     c.
    Major
    Customer Data    September 30,2009


2008Dow Corning Corporation


32
%


15
%Wacker Chemie AG


12



7All other customers


56



78Total


100
%


100
%     (19)
    Subsequent
    Events   26




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##### Table of Contents



GLOBE
    SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES
  Notes to
    Condensed Consolidated Financial
    Statements  (Continued)
 September 30, 2009 and 2008
 (Dollars in thousands, except per share data)
 (UNAUDITED)
               27




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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 manufacturer of silicon metal
    located in Brazil with a plant in Breu Branco and a number of
    leased quartzite mining operations and forest reserves in the
    state of Para;
    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 Outlook
   28




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##### Table of Contents



Recent
    Developments
      Critical
    Accounting Policies
  Form 10-K Form 10-K
  Income
    Taxes
   29




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##### Table of Contents



Results
    of Operations
  GSM
    Three Months Ended September 30, 2009 vs.
    2008
  Consolidated
    Operations
  Three Months Ended September 30,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
105,458



149,157



(43,699
)


(29.3
)%Cost of goods sold


79,978



107,138



(27,160
)


(25.4
)%Selling, general and administrative expenses


13,184



14,032



(848
)


(6.0
)%Research and development


38



593



(555
)


(93.6
)%Restructuring charges


(68
)






(68
)


NAOperating income


12,326



27,394



(15,068
)


(55.0
)%Interest expense, net


(1,182
)


(1,648
)


466



(28.3
)%Other income (loss)


2,408



(465
)


2,873



(617.8
)%Income before provision for income taxes


13,552



25,281



(11,729
)


(46.4
)%Provision for income taxes


5,383



8,702



(3,319
)


(38.1
)%Net Income


8,169



16,579



(8,410
)


(50.7
)%Losses attributable to noncontrolling interest, net of tax


273



386



(113
)


(29.3
)%Net income attributable to Globe Specialty Metals, Inc.

$
8,442



16,965



(8,523
)


(50.2
)%     Net
    Sales
  Three Months Ended Sept 30, 2009


Three Months Ended Sept 30, 2008Net Sales


Net Sales(Unaudited)$ (in 000s)


MT


$/MT


$ (in 000s)


MT


$/MTSilicon metal

$
69,402



25,962


$
2,673


$
85,060



33,135


$
2,567Silicon based alloys


29,566



14,110



2,095



52,939



22,126



2,393Silicon metal and silicon-based alloys


98,968



40,072



2,470



137,999



55,261



2,497Silica fume and other


6,490











11,158Total net sales

$
105,458










$
149,157    30




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##### Table of Contents



Cost of
    Goods Sold:
  year-over-year
    Selling,
    General and Administrative:
    Research
    and Development:
    Net
    Interest Expense:
    Other
    Income:
  year-over-year
  Provision
    for Income Taxes:
   31




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##### Table of Contents



Segment
    Operations
  GMI
  Three Months Ended September 30,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
70,861



95,970



(25,109
)


(26.2
)%Cost of goods sold


53,347



67,870



(14,523
)


(21.4
)%Selling, general and administrative expenses


4,717



4,500



217



4.8
%Restructuring charges


(68
)






(68
)


NAOperating income

$
12,865



23,600



(10,735
)


(45.5
%)       Globe
    Metais
  Three Months Ended September 30,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
21,591



31,299



(9,708
)


(31.0
)%Cost of goods sold


17,423



22,567



(5,144
)


(22.8
)%Selling, general and administrative expenses


2,125



2,505



(380
)


(15.2
)%Research and development


11



35



(24
)


(68.6
)%Operating income

$
2,032



6,192



(4,160
)


(67.2
)%      32




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##### Table of Contents



Globe
    Metales
  Three Months Ended September 30,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
11,028



20,096



(9,068
)


(45.1
)%Cost of goods sold


6,819



11,703



(4,884
)


(41.7
)%Selling, general and administrative expenses


711



858



(147
)


(17.1
)%Operating income

$
3,498



7,535



(4,037
)


(53.6
)%       Solsil
 Three Months Ended September 30,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
45



1,418



(1,373
)


(96.8
)%Cost of goods sold


181



4,329



(4,148
)


(95.8
)%Selling, general and administrative expenses


93



429



(336
)


(78.3
)%Research and development


25



558



(533
)


(95.5
)%Operating loss

$
(254
)


(3,898
)


3,644



(93.5
)%       Corporate
  Three Months Ended September 30,


Increase


Percentage2009


2008


(Decrease)


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

$
5,003



4,478



525



11.7
%Operating loss

$
(5,003
)


(4,478
)


(525
)


11.7
%  33




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##### Table of Contents



Liquidity
    and Capital Resources
  Sources
    of Liquidity
      Long-Term Debt
  Cash
    Flows
    Three Months EndedSeptember 30,2009


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

$
61,876


$
73,994Cash flows provided by operating activities


24,725



16,127Cash flows used in investing activities


(4,255
)


(11,218
)Cash flows provided by (used in) financing activities


31,702



(5,805
)Effect of exchange rate changes on cash


(28
)


56Cash and cash equivalents at end of period

$
114,020


$
73,154  34




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##### Table of Contents



Operating
    Activities:
  year-to-year
    Investing
    Activities:
    Financing
    Activities:
    Exchange
    Rate Change on Cash:
    Commitments
    and Contractual Obligations
  Form 10-K
  Internal
    Controls and Procedures
   35




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Litigation
    and Contingencies
      Long-Term
    Debt
    September 30,


June 30,2009


2009(Dollars in thousands)Senior term loan

$
31,579


$
33,684Export prepayment financing


14,000



17,000Other


2,181



2,241Total long-term debt


47,760



52,925Less current portion of long-term debt


(18,906
)


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

$
28,854


$
36,364   Senior Term Loan 
  Export Prepayment Financing
 36




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##### Table of Contents



Recently
    Implemented Accounting Pronouncements
  The
    FASB Accounting Standards
    Codification tm 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 available-for-sale
  740-10, Income Taxes
  Accounting
    Pronouncements to be Implemented
  860-10, Transfers and Servicing
 37




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##### Table of Contents



810-10, Consolidation  Variable Interest Entities
  715-10, Compensation  Retirement Benefits
  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
   38




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##### Table of Contents



PART II  Item 1.
    Legal
    Proceedings    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 2.
    Unregistered
    Sale of Equity Securities and Use of Proceeds  Form S-1, No. 333-152513)
    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. 39




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##### Table of Contents



SIGNATURES       By:
    /s/  Jeff
    Bradley     By:
    /s/  Malcolm
    Appelbaum      40