Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-160973

GLOBE SPECIALTY METALS, INC.

SUPPLEMENT NO. 1
DATED NOVEMBER 17, 2009

TO PROSPECTUS DATED
OCTOBER 15, 2009

Summary

     We are providing you with this Supplement No. 1, dated November 17, 2009, to update the Prospectus dated October 15, 2009. The information in this Supplement No. 1 supplements, modifies and supersedes some of the information contained in the Globe Specialty Metals, Inc. (“Globe”) Prospectus. This Supplement No. 1 forms a part of, and must be accompanied or preceded by, the Prospectus.

     The primary purposes of this Supplement No. 1 are to:

	•		Disclose information regarding Globe’s formation of a joint venture with Dow Corning at Globe’s silicon metal facility in Alloy, West Virginia and the sale of Globe’s Brazil operation to Dow Corning;
	•		Update the period of time pursuant to which the selling stockholders in Globe’s underwritten public offering and certain other stockholders are subject to “lock-up agreements”; and
	•		Update certain financial information in the Prospectus.

Recent Transactions with Dow Corning

     On November 5, 2009, Globe sold to Dow Corning:

	•		all of its equity interests in Globe Metais Industria e Comercio Ltda., the subsidiary owning Globe’s production facility and related operations located in Breu Branco, Para, Brazil, and
	•		a 49% equity interest in WVA Manufacturing, LLC, the subsidiary owning Globe’s production facility and related operations located in Alloy, West Virginia.

     Dow Corning paid Globe $75 million for Globe Metais and $100 million for the 49% interest in WVA Manufacturing. These amounts are subject to customary post-closing adjustments for changes in working capital. In addition, Globe and Dow Corning agreed that Globe Metais will sell to Globe silicon metal produced by Globe Metais

during the remainder of 2009 and 2010 to fulfill product commitments to customers of Globe Metais who will be retained by Globe.

     In connection with the transactions, Globe reduced its indebtedness by approximately $20 million, consisting of a $6 million pre-payment under its senior term loan and the transfer of the $14 million export financing arrangement (together with an equal amount of cash on hand at Globe Metais) as part of the sale of Globe Metais to Dow Corning.

     In connection with the sale of the interest in WVA Manufacturing, Globe entered into an Amended and Restated Limited Liability Company Agreement dated as of November 5, 2009 with Dow Corning providing for, among other things, the governance of WVA Manufacturing. Following the transaction, Globe holds 51% of the equity interests of WVA Manufacturing, while Dow Corning holds the remaining 49%. WVA Manufacturing, pursuant to the LLC Agreement, will be managed by a board of representatives consisting of five members, three of which are appointed by Globe and two of which are appointed by Dow Corning. The LLC Agreement also contains customary minority protection rights, tag-along rights and restrictions on transfer.

     In connection with establishment of WVA Manufacturing, Globe entered into an Output and Supply Agreement dated as of November 5, 2009 with WVA Manufacturing and Dow Corning. The Supply Agreement, among other things, provides for the sale of the silicon metal produced by WVA Manufacturing to Globe and Dow Corning. The production capacity of WVA Manufacturing will be allocated 51% to Globe and 49% to Dow Corning. In connection with the entry into the Supply Agreement, Globe and Dow Corning amended their existing supply agreement to reduce the amount of silicon metal to be sold to Dow Corning thereunder in 2010 to 20,000 metric tons.

Lock-up Agreements

     In connection with Globe’s underwritten public offering, the selling stockholders in such offering and certain other stockholders, agreed, subject to limited exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock held prior to Globe’s underwritten public offering for a period of 120 days, after July 29, 2009, without the prior written consent of Credit Suisse Securities (USA) LLC.

     The lock-up agreements applicable to these shareholders were previously scheduled to expire on November 26, 2009. In accordance with the terms of the agreements, they will now expire on November 30, 2009.

     The similar agreements of the officers and directors scheduled to expire 180 days after July 29, 2009 are not affected by this change.

Certain Financial Information of Globe Specialty Metals for the Quarter Ended September 30, 2009

     Globe’s condensed consolidated financial statements at September 30, 2009 and for the three month period then ended are set forth below.

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)

 

 

See accompanying notes to condensed consolidated financial statements.

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)

 

 

See accompanying notes to condensed consolidated financial statements.

GLOBE SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES

 

Condensed Consolidated Statement of Changes in Stockholders’ Equity

Three months ended September 30, 2009

(In thousands)

(UNAUDITED)

 

 

See accompanying notes to condensed consolidated financial statements.

GLOBE SPECIALTY METALS, INC. AND SUBSIDIARY COMPANIES

 

Condensed Consolidated Statements of Cash Flows

Three months ended September 30, 2009 and 2008

(In thousands)

(UNAUDITED)

 

 

See accompanying notes to condensed consolidated financial statements.

 

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)

 

 

Globe Specialty Metals, Inc. and subsidiary companies (the Company, we, or our) is among the world’s largest producers of silicon metal and silicon-based alloys, important ingredients in a variety of industrial and consumer products. The Company’s customers include major silicone chemical, aluminum and steel manufacturers, auto companies and their suppliers, ductile iron foundries, manufacturers of photovoltaic solar cells and computer chips, and concrete producers.

 

 

 

In the opinion of the Company’s management, the accompanying condensed consolidated financial statements include all adjustments necessary for a fair presentation in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) of the results for the interim periods presented and such adjustments are of a normal, recurring nature. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009. There have been no material changes to the Company’s significant accounting policies during the three months ended September 30, 2009, except as discussed below under Recently Implemented Accounting Pronouncements.

 

 

Certain reclassifications have been made to prior year amounts to conform to current year presentation, including the reclassification of $2,555 from selling, general, and administrative expenses to cost of goods sold for the three months ended September 30, 2008 as, during the three months ended September 30, 2009, the Company reevaluated certain expenses and deemed these to be direct costs.

 

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and related notes. Significant estimates and assumptions in these condensed consolidated financial statements include the valuation of inventories; the carrying amount of property, plant, and equipment; goodwill and long-lived asset impairment tests; estimates of fair value of investments; provision for income taxes and deferred tax valuation allowances; valuation of derivative instruments; the determination of the discount rate and the rate of return on plan assets for pension expense; and the determination of the fair value of share-based compensation involving assumptions about forfeiture rates, stock volatility, discount rates, and expected time to exercise. During interim periods, provision for income taxes is recognized using an estimated annual effective tax rate. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be different from these estimates.

 

 

Revenue is recognized in accordance with the U.S. Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 104 (SAB 104) when a firm sales agreement is in place, delivery has occurred and title and risks of ownership have passed to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. Shipping and other transportation costs charged to buyers are recorded in both net sales and cost of goods sold. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a

 

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)

 

net basis and, therefore, are excluded from net sales in the condensed consolidated income statements. When the Company provides a combination of products and services to customers, the arrangement is evaluated under Financial Accounting Standards Board (FASB) ASC Subtopic 605-25, Revenue Recognition — Multiple Element Arrangements (ASC 605.25). ASC 605.25 addresses certain aspects of accounting by a vendor for arrangements under which the vendor will perform multiple revenue-generating activities. If the Company cannot objectively determine the fair value of any undelivered elements under an arrangement, the Company defers revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements.

 

 

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification^tm and the Hierarchy of Generally Accepted Accounting Principles. This statement identifies the sources of accounting principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with U.S. GAAP (the GAAP hierarchy). This statement establishes the FASB Accounting Standards Codification^tm (the Codification/ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, except for SEC rules and interpretive releases, which are also authoritative U.S. GAAP for SEC registrants. The Codification standard (FASB ASC Subtopic 105-10 on generally accepted accounting principles) was adopted on July 1, 2009. This change had no effect on the Company’s financial position or results of operations.

 

In December 2007, the FASB issued ASC Subtopic 805-10, Business Combinations. This statement establishes principles and requirements for how the acquirer (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This accounting standard was adopted on July 1, 2009. This statement will be applied prospectively to the Company’s business combinations for which the acquisition date is on or after July 1, 2009.

 

In December 2007, the FASB issued ASC Subtopic 810-10, Consolidation — Consolidation of Entities Controlled by Contract (ASC 810.10) and ASC Subtopic 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815.40). The Company adopted ASC 810.10 and ASC 815.40 on July 1, 2009. The objective of these statements is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its financial statements by establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. In accordance with ASC 810.10 and ASC 815.40, the Company has provided the enhanced disclosures required by ASC 810.10 and ASC 815.40 in the condensed consolidated balance sheets and condensed consolidated statement of changes in stockholders’ equity for all periods presented. See note 13 (Stockholders’ Equity) for additional information.

 

In September 2006, the FASB issued ASC Subtopic 820-10, Fair Value Measurements and Disclosures (ASC 820). The Company partially adopted ASC 820 on July 1, 2008. This adoption did not have a material impact to the Company’s consolidated results of operations or financial condition. The Company fully adopted ASC 820 on July 1, 2009. ASC 820 defines fair value, establishes a framework for the measurement of fair value, and enhances disclosures about fair value measurements. The statement does not require any new fair value measures. The Company carries its derivative agreements, as well as available-for-sale securities, at fair value, determined using observable market based inputs. See note 16 (Fair Value Measures) for additional information.

 

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)

 

In September 2009, the FASB issued an amendment to ASC Subtopic 740-10, Income Taxes (ASC 740). The Company adopted this amendment on September 30, 2009. This amendment to ASC 740 adds implementation guidance for all entities about applying the accounting requirements for uncertain tax matters. The implementation guidance is presented in examples and is not intended to change practice for those already applying the requirements. The implementation of this additional guidance had no effect on the Company’s financial position or results of operations.

 

 

In June 2009, the FASB issued an amendment to ASC Subtopic 860-10, Transfers and Servicing (ASC 860). The objective of this amendment is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. This amendment improves financial reporting by eliminating (1) the exceptions for qualifying special-purpose entities from the consolidation guidance and (2) the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. This amendment is effective for the Company on July 1, 2010. The Company is currently assessing the potential effect of the amendment of ASC 860 on its financial position or results of operations.

 

In June 2009, the FASB issued an amendment to ASC Subtopic 810-10, Consolidation — Variable Interest Entities (ASC 810). The objective of this amendment is to improve financial reporting by enterprises involved with variable interest entities by eliminating the quantitative-based risks and rewards calculation and requiring an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling interest in a variable interest entity. In addition, the amendment requires an ongoing reassessment of whether an enterprise is the primary beneficiary of a variable interest entity. This amendment is effective for the Company on July 1, 2010. The Company is currently assessing the potential effect of the amendment to ASC 810 on its financial position or results of operations.

 

In December 2008, the FASB issued an amendment to ASC Subtopic 715-10, Compensation — Retirement Benefits (ASC 715). This amendment provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The amendment requires employers of public entities to disclose more information about how investment allocation decisions are made, more information about major categories of plan assets, including concentrations of risk and fair-value measurements, and the fair-value techniques and inputs used to measure plan assets. The disclosure requirements of the amendment to ASC 715 are effective for years ending after December 15, 2009. The Company does not believe the amendment to ASC 715 will have a significant impact on the Company’s financial position or results of operations.

 

 

During the third quarter of fiscal 2009, the Company implemented formal restructuring programs, including the temporary shutdown of certain furnace operations and furloughing or terminating employees. Cash payments associated with these restructuring programs are expected to be completed in fiscal 2010. The restructuring programs include employee severance and benefits, as well as costs associated with lease termination obligations.

 

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)

 

Activity during the three months ended September 30, 2009 related to the restructuring liability is as follows:

 

 

 

 

Total restructuring expenses of $1,711 were incurred during the year ended June 30, 2009. The remaining unpaid liability as of September 30, 2009 is included in accrued expenses and other current liabilities. No additional costs are expected to be incurred associated with these restructuring actions.

 

 

During March 2008, the Company purchased U.S. government treasury securities with a term to maturity of 125 days. The securities were redeemed for $2,987 during the three months ended September 30, 2008.

 

 

Inventories comprise the following:

 

 

At September 30, 2009, $38,567 in inventory is valued using the first-in, first-out method and $18,716 using the average cost method. At June 30, 2009, $46,712 in inventory is valued using the first-in, first-out method and $20,682 using the average cost method.

 

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)

 

 

 

Property, plant, and equipment, net of accumulated depreciation and amortization, comprise the following:

 

 

Depreciation expense for the three months ended September 30, 2009 was $4,648, of which $4,521 is recorded in cost of goods sold and $127 is recorded in selling, general, and administrative expenses. Depreciation expense for the three months ended September 30, 2008 was $4,273, of which $4,159 is recorded in cost of goods sold and $114 is recorded in selling, general, and administrative expenses.

 

 

Goodwill and other intangibles presented below have been allocated to the Company’s operating segments.

 

 

Changes in the carrying amount of goodwill during the three months ended September 30, 2009 are as follows:

 

 

 

Changes in the carrying amounts of definite lived intangible assets during the three months ended September 30, 2009 are as follows:

 

 

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)

 

There were no changes in the value of the Company’s indefinite lived intangible assets during the three months ended September 30, 2009. The trade name balance at both September 30, 2009 and June 30, 2009 was $477.

 

Amortization expense of purchased intangible assets was $264 for the three months ended September 30, 2009, which is recorded in cost of goods sold. Amortization expense of purchased intangible assets was $670 for the three months ended September 30, 2008, which is recorded in cost of goods sold.

 

 

 

Short-term debt comprises the following:

 

 

Revolving Credit Agreements — A summary of the Company’s revolving credit agreements at September 30, 2009 is as follows:

 

 

The Company’s subsidiary, Globe Metallurgical, Inc. (GMI), maintains a $35,000 revolving credit facility. This revolving credit agreement expires September 2013. Interest on advances under the revolving credit facility accrues at LIBOR plus an applicable margin percentage or, at the Company’s option, prime plus an applicable margin percentage. The amount available under the revolving credit facility is subject to a borrowing base calculation, and the total commitment on the revolving credit facility includes $10,000 for letters of credit associated with foreign supplier contracts. At September 30, 2009, there was no outstanding balance on this revolver. The total commitment on this credit facility includes $440 outstanding letters of credit associated with foreign supplier contracts. The revolving credit facility is secured by substantially all of the assets of GMI and its principal subsidiary, West Virginia Alloys, and is subject to certain restrictive and financial covenants, which include limits on additional debt, restrictions on capital expenditures, restrictions on dividend and other equity distributions, a maximum ratio of debt to earnings before interest, taxes, depreciation, and amortization, and minimum net worth and interest coverage requirements. The commitment under the revolving credit facility may be withdrawn if the Company defaults under the terms of these covenants or fails to remit payments when due. The Company was in compliance with the loan covenants at September 30, 2009.

 

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 — The Company’s Argentine subsidiary maintains various short-term export financing agreements. Generally, these arrangements are for periods ranging between seven and eleven months, and require the Company to pledge as collateral certain export accounts receivable. Interest on these arrangements accrues at a rate of 9.7% at September 30, 2009.

 

Other — The Company’s subsidiary, Ningxia Yonvey Coal Industrial Co., Ltd (Yonvey), has $7,322 in outstanding promissory notes, which mature through August 2010. The notes accrue interest at rates ranging from 5.3% to 8.5%. The promissory notes are secured by certain Yonvey assets.

 

 

Long-term debt comprises the following:

 

 

Senior Term Loan  — The Company’s subsidiary, GMI, entered into a five-year senior term loan in an aggregate principal amount of $40,000 during September 2008. Interest on the senior term loan accrues at LIBOR plus an applicable margin percentage or, at the Company’s option, prime plus an applicable margin percentage. Principal payments are due in quarterly installments of $2,105, commencing on December 31, 2008, and the unpaid principal balance is due in full in September 2013, subject to certain mandatory prepayments. A mandatory prepayment of $2,347 will be made during the second quarter of fiscal 2010 based on excess cash flow, as defined in the loan agreement, generated during fiscal 2009. The interest rate on this loan was 2.50%, equal to LIBOR plus 2.25%, at September 30, 2009. The senior term loan is secured by substantially all of the assets of GMI and its principal subsidiary, West Virginia Alloys, and is subject to certain restrictive and financial covenants, which include limits on additional debt, restrictions on capital expenditures, restrictions on dividend and other equity distributions, a maximum ratio of debt to earnings before interest, taxes, depreciation, and amortization, and minimum net worth and interest coverage requirements. The Company was in compliance with these loan covenants at September 30, 2009.

 

Export Prepayment Financing — The Company’s Brazilian subsidiary, Globe Metais Indústria e Comércio S.A. (Globe Metais), has entered into a $20,000 export financing arrangement maturing January 31, 2012. The arrangement carries an interest rate of LIBOR plus 2.50%, paid semiannually. At September 30, 2009, the interest rate on this loan was 3.43%. The principal is payable in seven, semiannual installments starting in February 2009, with six installments of $3,000 and one final installment of $2,000. As collateral, Globe Metais has pledged certain third-party customers’ export receivables; 100% of the subsidiary’s property, plant, and equipment; and 2,000 tons of metallic silicon with an approximate value of $5,862. The loan is subject to certain loan covenant restrictions such as limits on issuing dividends, disposal of pledged assets, and selling of forest areas. In addition, the proceeds from certain cash receipts during the sixty days prior to a loan installment payment date are restricted for payment of the respective installment. At September 30, 2009, there is no restricted cash balance.

 

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)

 

See note 9 (Derivative Instruments) for discussion of derivative financial instruments entered into to reduce the Company’s exposure to interest rate fluctuations on outstanding long-term debt.

 

 

The recorded carrying values of our debt balances approximate fair value given our debt is at variable rates tied to market indicators or is short-term in nature.

 

 

The Company enters into derivative instruments to hedge certain interest rate and foreign currency risks. The Company does not engage in interest rate, currency, or commodity speculation, and no derivatives are held for trading purposes. All derivatives are accounted for using mark-to-market accounting. The Company believes it is not practical to designate its derivative instruments as hedging instruments as defined under ASC Subtopic 815-10, Derivatives and Hedging (ASC 815). Accordingly, the Company adjusts its derivative financial instruments to current market value through the condensed consolidated income statements based on the fair value of the agreement as of period-end. Although not designated as hedged items as defined under ASC 815, these derivative instruments serve to significantly offset the Company’s interest rate and foreign exchange risks. Gains or losses from these transactions offset gains or losses on the assets, liabilities, or transactions being hedged. No credit loss is anticipated as the counterparties to these agreements are major financial institutions that are highly rated.

 

Interest Rate Risk:

 

The Company is exposed to market risk from changes in interest rates on certain of its long-term debt obligations.

 

In connection with GMI’s revolving credit facility and senior term loan (note 8), the Company entered into an interest rate cap arrangement and three interest rate swap agreements to reduce our exposure to interest rate fluctuations.

 

In October 2008, the Company entered into an interest rate cap arrangement to cap LIBOR on a $20,000 notional amount of debt, with the notional amount decreasing by $1,053 per quarter through the interest rate cap’s expiration on June 30, 2013. Under the interest rate cap, the Company capped LIBOR at a maximum of 4.5% over the life of the agreement.

 

In November 2008, the Company entered into an interest rate swap agreement involving the exchange of interest obligations relating to a $13,333 notional amount of debt, with the notional amount decreasing by $702 per quarter. Under the interest rate swap, the Company receives LIBOR in exchange for a fixed interest rate of 2.85% over the life of the agreement. The agreement expires in June 2013.

 

In January 2009, the Company entered into a second interest rate swap agreement involving the exchange of interest obligations relating to a $12,632 notional amount of debt, with the notional amount decreasing by $702 per quarter. Under the interest rate swap, the Company receives LIBOR in exchange for a fixed interest rate of 1.66% over the life of the agreement. The agreement expires in June 2013.

 

In April 2009, the Company entered into a third interest rate swap agreement involving the exchange of interest obligations relating to an $11,228 notional amount of debt, with the notional amount decreasing by $702 per

 

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)

 

quarter. Under the interest rate swap, the Company receives LIBOR in exchange for a fixed interest rate of 2.05% over the life of the agreement. The agreement expires in June 2013.

 

In connection with the Company’s export prepayment financing arrangement (note 8), the Company entered into an interest rate swap agreement involving the exchange of interest obligations relating to a $14,000 notional amount of debt, with the notional amount decreasing by $3,000 on a semiannual basis through August 2011, and a final $2,000 notional amount swapped for the six-month period ended January 2012. Under the interest rate swap, the Company receives LIBOR in exchange for a fixed interest rate of 2.66% over the life of the agreement.

 

Foreign Currency Risk:

 

The Company is exposed to market risk arising from changes in currency exchange rates as a result of its operations outside the United States, principally in Brazil, Argentina, and China. A portion of the Company’s net sales generated from its non-U.S. operations is denominated in currencies other than the U.S. dollar. Most of the Company’s operating costs for its non-U.S. operations are denominated in local currencies, principally the Brazilian real, Argentine peso, and the Chinese renminbi. Consequently, the translated U.S. dollar value of the Company’s non-U.S. dollar net sales, and related accounts receivable balances, and our operating costs are subject to currency exchange rate fluctuations. Derivative instruments are not used extensively to manage this risk; however, the Company does utilize derivative financial instruments to manage a portion of its net foreign currency exposure to the Brazilian real. At September 30, 2009, the Company had entered into a series of foreign exchange forward contracts covering approximately 7,512 reais, expiring at dates ranging from October 2009 to December 2009, at an average exchange rate of 2.43 Brazilian real to 1.00 U.S. dollar.

 

Commodity Price Risk:

 

The Company is exposed to price risk for certain raw materials and energy used in its production process. The raw materials and energy that the Company uses are largely commodities subject to price volatility caused by changes in global supply and demand and governmental controls. Derivative financial instruments are not used to manage the Company’s exposure to fluctuations in the cost of commodity products used in its operations. The Company attempts to reduce the impact of increases in its raw material and energy costs by negotiating long-term contracts and through the acquisition of companies or assets for the purpose of increasing its access to raw materials with favorable pricing terms.

 

The effect of the Company’s derivative instruments on the condensed consolidated income statements is summarized in the following table:

 

The fair values of the Company’s derivative instruments at September 30, 2009 are summarized in note 16 (Fair Value Measures). The $642 liability associated with the Company’s interest rate derivatives is included in other long-term liabilities. The $1,155 asset associated with the Company’s foreign exchange forward contracts is included in prepaid expenses and other current assets.

 

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)

 

 

 

The components of net periodic pension expense for the Company’s defined benefit pension plans are as follows:

 

 

The Company expects to contribute approximately $756 to the plans for the year ended June 30, 2010, of which $97 has been contributed through September 30, 2009.

 

 

The following table summarizes our provision for income taxes and effective tax rates for the three months ended September 30, 2009 and 2008:

 

 

The provision for income taxes is based on the current estimate of the annual effective tax rate, adjusted as necessary for quarterly events. In accordance with ASC Topic 740 Income Taxes — Accounting for Income Taxes in Interim Periods, the Company’s quarterly effective tax rate does not reflect a benefit associated with losses related to certain foreign subsidiaries. The effective tax rates for the three months ended September 30, 2009 and 2008 were based on our forecasted annualized effective tax rates, adjusted for discrete items that occurred within the respective periods.

 

The Company’s effective tax rate for the three months ended September 30, 2009 was 39.7% compared to 34.4% for the three months ended September 30, 2008. This rate differs from the Company’s statutory rate of 35% mainly as a result of increases to the effective tax rate from U.S. state tax expense, the exclusion of the impact of net losses from our Chinese operations, the tax benefit of which is not considered more likely than not to be realized due to a history of operating losses, offset by the benefit from tax holidays in Brazil and Argentina which are forecasted to be lower in fiscal 2010 compared with fiscal 2009.

 

The Company currently operates under tax holidays in Brazil and Argentina. In Brazil, the Company is operating under a tax holiday, which results in a preferential tax rate of 15.25% of the Company’s manufacturing income as compared to a statutory rate of 34%. The tax holiday in Brazil expires in 2016. In Argentina, the Company’s manufacturing income is taxed at a preferential rate, which varies based on production levels from the Company’s Argentine facilities, compared to a statutory rate of 35%. The tax holiday in Argentina expires in 2012. The anticipated effects of these tax holidays are incorporated into the Company’s annualized effective tax rate as noted above. For the three months ended September 30, 2009, the foreign tax holidays in Brazil and Argentina provided a benefit of $452 to net income. For the three months ended September 30, 2008, the foreign tax holidays in Brazil and Argentina provided a benefit of $831 to net income.

 

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)

 

The Company maintains valuation allowances where it is more likely than not that all or a portion of a deferred tax asset will not be realized. In determining whether a valuation allowance is warranted, the Company evaluates factors such as prior earnings history, expected future earnings, carry back and carry forward periods and tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. During the three months ended September 30, 2009, the Company’s net valuation allowances increased due to the establishment of additional valuation allowances against net operating losses (NOLs) in China that may never be utilized and changes related to foreign exchange fluctuations associated with our foreign NOLs.

 

The Company files a consolidated U.S. income tax return and tax returns in various state and local jurisdictions. Our subsidiaries also file tax returns in various foreign jurisdictions. The Company’s principal jurisdictions include the U.S., Brazil, Argentina, and China. A number of years may elapse before a tax return is audited and finally resolved. The open tax years subject to examination varies depending on the tax jurisdiction. The Company’s major taxing jurisdictions and the related open tax years subject to examination are as follows: the U.S. from 2006 to present, Argentina from 2004 to present, Brazil from 2004 to present and China from 2006 to present.

 

The Company regularly evaluates its tax positions for additional unrecognized tax benefits and associated interest and penalties, if applicable. There are many factors that are considered when evaluating these tax positions including: interpretation of tax laws, recent tax litigation on a position, past audit or examination history, and subjective estimates and assumptions that have been deemed reasonable by management. However, if management’s estimates are not representative of actual outcomes, the Company’s results could be materially impacted. The Company does not expect any material changes to unrecognized tax benefits in the next twelve months.

 

 

 

The Company is subject to various lawsuits, claims, and proceedings that arise in the normal course of business, including employment, commercial, environmental, safety, and health matters, as well as claims associated with our historical acquisitions. Although it is not presently possible to determine the outcome of these matters, in the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

 

 

It is the Company’s policy to accrue for costs associated with environmental assessments, remedial efforts, or other environmental liabilities when it becomes probable that a liability has been incurred and the costs can be reasonably estimated. When a liability for environmental remediation is recorded, such amounts will be recorded without giving effect to any possible future recoveries. At September 30, 2009, there are no liabilities recorded for environmental contingencies. With respect to the cost for ongoing environmental compliance, including maintenance and monitoring, such costs are expensed as incurred unless there is a long-term monitoring agreement with a governmental agency, in which case a liability is established at the inception of the agreement.

 

 

Certain employees of our Brazilian operations were covered by a collective bargaining agreement which expired October 31, 2009. See note 19 (Subsequent Events) for information regarding the subsequent sale of our Brazilian operations.

 

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)

 

 

On May 20, 2008, Empire State Development and New York Power Authority announced that hydropower from the Niagara Power Project would be supplied to the Company which enabled it to reopen and expand its previously idle manufacturing facility in Niagara Falls, New York. On January 30, 2009, the Company entered into a commodity purchase agreement with New York Power Authority and Niagara Mohawk Power Corporation where the Company is supplied up to a maximum of 40,000 kW of hydropower from the Niagara Power Project to operate its Niagara Falls facility. The hydropower is supplied at preferential power rates plus market-based delivery charges for a period of up to 5 years. Under the terms of the contract, the Company has committed to a $60,000 capital expansion program and specified employment levels, which, if not met, could reduce the Company’s power allocation from the Niagara Power Project. From inception through September 30, 2009, the Company has spent approximately $26,227 related to the capital expansion of our Niagara Falls facility.

 

 

On April 24, 2008, the Company’s subsidiaries, Solsil, Inc. (Solsil) and GMI, entered into a joint development supply agreement with BP Solar International Inc. (BP Solar) for the sale of solar grade silicon. BP Solar and Solsil will also deploy certain existing BP Solar technology at Solsil’s facility and the two entities will jointly develop new technology to enhance Solsil’s proprietary upgraded solar silicon metallurgical process. Solsil and BP Solar will both contribute towards the cost of the technology development. As part of this agreement, BP Solar paid Solsil $10,000 as an advance for research and development services and facilities construction. This amount would be refundable to BP Solar if the Company cancels, terminates, or fails to perform under certain terms of the agreement, including lack of performance of research and development services or facilities construction. Revenue associated with facilities construction will be deferred until specified contract milestones have been achieved, less any penalties resulting from construction delays. Revenue associated with research and development services will be deferred until these services are successful in reducing manufacturing costs and then recognized ratably as product is delivered to BP Solar. If research and development services are performed, but are unsuccessful, revenue will be deferred until contract expiration and then recognized. No revenue associated with this agreement has been recognized in earnings as of September 30, 2009 in accordance with ASC 605.25.

 

 

In January 2009, the Company entered into a warehousing arrangement with a customer whereby we agreed to deliver and store uncrushed silicon metal based on the customer’s purchase instructions. The customer is required to pay for delivered material within 30 days from the date the material is placed in our warehouse. Further, the customer is required to pay a monthly storage fee based on the quantity stored. As the transactions do not meet the revenue recognition criteria contained in SAB 104 given the Company has remaining, specific performance obligations such that the earnings process is not complete, no revenue has been recognized for silicon metal remaining stored under this warehousing arrangement. A related liability of $9,144 and $9,580 for deferred revenue is recorded in accrued expenses and other current liabilities at September 30, 2009 and June 30, 2009, respectively. Revenue will be recognized when the remaining, specific performance obligations have been performed and delivery has occurred. As there is no fixed delivery schedule or expiration date associated with the warehousing arrangement, the timing of revenue recognition under this arrangement is uncertain.

 

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)

 

 

 

 

In August 2009, the Company closed on an initial public offering on the NASDAQ Global Select Market of 16,100,000 shares of its common stock at $7.00 per share. Of the shares offered, 5,600,000 new shares were offered by the Company and 10,500,000 existing shares were offered by selling stockholders (which included 2,100,000 shares sold by the selling stockholders pursuant to the exercise of the underwriters’ over-allotment option). Total proceeds of the offering were $112,700, of which the selling stockholders received $68,355, net of underwriting discounts and commissions totaling $5,145, and the Company received $36,456, net of underwriting discounts and commissions totaling $2,744. In addition, the Company also recognized deferred offering costs of $1,652.

 

 

In connection with the Company’s initial public offering on the AIM market of the London Stock Exchange on October 3, 2005, the Company sold 33,500,000 units, consisting of one share of the Company’s common stock and two redeemable common stock purchase warrants. Also in connection with this initial public offering, the Company issued an option to purchase 1,675,000 units (individually, UPO) at an exercise price of $7.50 per UPO. Each UPO consists of one share of the Company’s common stock and two redeemable common stock purchase warrants. All of the Company’s warrants have an exercise price of $5.00 per common share and expire on October 3, 2009.

 

During the three months ended September 30, 2009, none of the warrants issued in connection with the Company’s initial public offering were exercised and 630,008 common shares were issued in connection with a cashless exercise of 524,364 UPOs.

 

At September 30, 2009, 201,453 warrants and 801,050 UPOs remain outstanding.

 

 

On November 28, 2008, the Company entered into a subscription agreement for capital increase associated with its ownership interest in Yonvey. Under the terms of this agreement, the Company agreed to contribute an additional $10,236 in specified installments in exchange for an additional 12% interest in Yonvey. The Company has remitted the entire balance of the capital increase as of September 30, 2009. The subscription agreement provides a call option such that within a period of three years from the agreement’s effective date, the minority shareholder may repurchase up to a maximum 12% ownership interest in Yonvey at a price equal to the relevant percentage of the additional $10,236 registered capital plus a premium calculated using a specified interest rate. In connection with our adoption of ASC 810.10 and ASC 815.40, as Yonvey is a substantive entity, the subscription agreement does not have any contingent exercise provisions and the settlement amount is tied to the fair value of the Yonvey equity, the call option is considered an equity instrument. As such, the Company reclassified the fair value of the call option liability at June 30, 2009 of $1,072 from other long-term liabilities to noncontrolling interest in stockholders’ equity.

 

 

Basic earnings per common share are calculated based on the weighted average number of common shares outstanding during the three months ended September 30, 2009 and 2008, respectively. Diluted earnings per common share assumes the exercise of stock options, the conversion of warrants, and the exercise of UPOs, provided in each case the effect is dilutive.

 

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)

 

The reconciliation of the amounts used to compute basic and diluted earnings per common share for the three months ended September 30, 2009 and 2008 is as follows:

 

 

The following potential common shares were excluded from the calculation of diluted earnings per common share because their effect would be anti-dilutive:

 

 

(15)  Share-Based Compensation

 

The Company’s share-based compensation program consists of the Globe Specialty Metals, Inc. 2006 Employee, Director and Consultant Stock Plan (the Stock Plan), which was approved by the Company’s stockholders on November 10, 2006. The Stock Plan provides for the issuance of a maximum of 5,000,000 shares of common stock for the granting of incentive stock options, nonqualified options, stock grants, and share-based awards. Any remaining shares available for grant, but not yet granted, will be carried over and used in the following fiscal years. During the three months ended September 30, 2009, no share-based compensation awards were issued.

 

At September 30, 2009, there were 685,000 shares available for grant. 3,515,000 outstanding incentive stock options vest and become exercisable in equal one-quarter increments every six months from the date of grant or date of modification. 800,000 option grants vest and become exercisable in equal one-third increments on the first, second, and third anniversaries of the date of grant. All option grants have maximum contractual terms ranging from 5 to 10 years.

 

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 summary of the changes in options outstanding under the Stock Plan for the three months ended September 30, 2009 is presented below:

 

 

No options vested during the three months ended September 30, 2009. As of September 30, 2009, there were 3,785,001 nonvested options outstanding with a grant date fair value, as modified, of $1.63. The weighted average per share fair value of stock option grants at September 30, 2009 was $4.13.

 

For the three months ended September 30, 2009 and 2008, share-based compensation expense was $1,755 ($954 after tax) and $2,405 ($1,295 after tax), respectively. The expense is reported within selling, general, and administrative expenses.

 

As of September 30, 2009, the Company has unearned compensation expense of $7,956, before income taxes, related to nonvested stock option awards. The unrecognized compensation expense is expected to be recognized over the following periods ending on June 30:

 

 

It is the Company’s policy to issue new shares to satisfy the requirements of its share-based compensation plan. The Company does not expect to repurchase shares in the future to support its share-based compensation plan.

 

 

Effective July 1, 2009, the Company completed its adoption of ASC Subtopic 820, which establishes a fair value hierarchy for disclosure of fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to value the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

 

Level 3 — Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. For example, cash flow modeling using inputs based on management’s assumptions.

 

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)

 

The following table summarizes assets and liabilities measured at fair value on a recurring basis at September 30, 2009:

 

 

Derivative assets and liabilities relate to the interest rate cap and interest rate swap agreements and the foreign exchange forward contracts summarized in note 9 (Derivative Instruments). Fair values are determined by independent brokers using quantitative models based on readily observable market data. See note 8 (Debt) for information regarding the fair value of our outstanding debt.

 

Available-for-sale securities relate to investments in equity securities. Their fair values are determined based on quoted market prices.

 

In connection with our adoption of ASC 810.10 and ASC 815.40, the Yonvey call option, previously included as a Level 3 liability was reclassified to stockholders’ equity. See note 13 (Stockholders’ Equity) for additional information.

 

 

From time to time, the Company enters into transactions in the normal course of business with related parties. Management believes that such transactions are at arm’s length and for terms that would have been obtained from unaffiliated third parties.

 

A current and a former member of the board of directors are affiliated with Marco International and Marco Realty. During the three months ended September 30, 2009 and 2008, the Company:

 

 

The Company is affiliated with Norchem, Inc. (Norchem) through its 50.0% equity interest. During the three months ended September 30, 2009 and 2008, the Company sold Norchem product valued at $633 and $1,143, respectively. At September 30, 2009 and June 30, 2009, receivables from Norchem totaled $231 and $191, respectively.

 

Certain entities of the D.E. Shaw group are stockholders of the Company. The Company had outstanding financing arrangements totaling $17,000 with certain entities of the D.E. Shaw group at June 30, 2008. The notes were paid in full in September 2008. Interest expense on these financing arrangements totaled $389 during the three months ended September 30, 2008.

 

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)

 

Prior to our Yonvey business combination, Yonvey’s predecessor had entered into a lending agreement with the remaining minority stockholder. At both September 30, 2009 and June 30, 2009, $829 remained payable to Yonvey from this related party.

 

 

Operating segments are based upon the Company’s management reporting structure and include the following six reportable segments:

 

 

Each of our reportable segments distributes its products in both its country of domicile as well as to other international customers. The following presents the Company’s consolidated net sales by product line:

 

 

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)

 

 

The Company began to allocate certain general corporate expenses in fiscal 2009. Segment results for the three months ended September 30, 2008 have been updated to conform to this reporting convention. Summarized financial information for our reportable segments as of, and for the three months ended September 30, 2009 and 2008 is shown in the following tables:

 

 

 

The accounting policies of our operating segments are the same as those disclosed in note 2 (Summary of Significant Accounting Policies) to our June 30, 2009 financial statements. We evaluate segment performance principally based on operating income (loss). Intersegment net sales are not material.

 

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)

 

 

Net sales are attributed to geographic regions based upon the location of the selling unit. Net sales by geographic region for the three months ended September 30, 2009 and 2008 consist of the following:

 

 

Long-lived assets by geographical region at September 30, 2009 and June 30, 2009 consist of the following:

 

 

Long-lived assets consist of property, plant, and equipment, net of accumulated depreciation and amortization, and goodwill and other intangible assets.

 

 

The following is a summary of the Company’s major customers and their respective percentages of consolidated net sales for the three months ended September 30, 2009 and 2008:

 

 

The Company currently has one contract with Dow Corning Corporation (Dow). The agreement is a four year arrangement in which Dow purchases 30,000 metric tons of silicon metal per calendar year through December 31, 2010. This contract was amended in November 2008 to provide for the sale of an additional 17,000 metric tons of silicon metal to be purchased in calendar year 2009. Under a prior arrangement, effective December 1, 2007 through January 31, 2009, the Company supplied Dow 13,000 metrics tons of silicon metal.

 

 

On November 5, 2009, the Company sold 100% of its interest in Globe Metais pursuant to a purchase agreement entered into on that same date by and among the Company and Dow. The cash received by the Company

 

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)

 

in connection with the disposition was approximately $65,600, which represents a purchase price of $75,000 less withholding taxes and certain expenses. Dow assumed Globe Metais’ cash balances and $14,000 of export prepayment financing. The purchase price is subject to adjustment for changes in working capital as provided for in the purchase agreement.

 

The sale of the Company’s equity interest in Globe Metais was executed in connection with the sale of a 49% membership interest in WVA Manufacturing, LLC (WVA LLC), a newly formed entity by the Company, to Dow, the execution of a long term supply agreement, and an amendment to an existing supply agreement between Dow and the Company to reduce the amount required to be sold in calendar year 2010 to 20,000 metric tons of silicon metal.

 

For accounting purposes, the Company has allocated $75,000 of the total purchase price received from Dow to the sale of the equity of Globe Metais and $100,000 to the sale of membership interests in WVA LLC. The allocation of total purchase price to the separate transactions was based on the relative fair values of Globe Metais and the membership interests in WVA LLC.

 

In connection with the Dow transactions, the Company agreed to modify the terms of its senior term loan and senior credit facility discussed in note 8 (Debt). The modifications included a $6,000 prepayment of the senior term loan, applied to reduce the scheduled installments of principal in inverse order of maturity, and a reduction of revolving credit from $35,000 to $28,000 in exchange for the release of the assets of West Virginia Alloys as security for both the senior term loan and senior credit facility.

 

As discussed in note 13 (Stockholders’ Equity), as of September 30, 2009, the Company had 201,453 warrants to purchase common stock and 801,050 UPO’s to purchase one share of common stock and two warrants outstanding. All outstanding warrants were scheduled to expire on October 3, 2009. As of the close of business on October 2, 2009, the Company had received notifications of exercise from the holders of substantially all of the outstanding warrants and UPO’s. The holders of the UPO’s exercising their UPO’s also immediately exercised the warrants issuable upon the exercise of their UPO’s. As a result of all of these exercises, the Company has issued 1,145,925 shares of common stock to the former holders of the warrants and UPO’s, and no warrants or UPO’s remain outstanding. The Company received $1,497 in cash with respect to these exercises, and the remainder of the shares were issued on a net, cashless basis. The sales and issuances of shares pursuant to the warrant and UPO exercises were deemed to be exempt from registration under the Securities Act of 1933 by virtue of Section 4(2) pertaining to private offers and sales or Regulation S pertaining to foreign offers and sales.

 

As of October 31, 2009, the Company’s power agreement related to our operations in Argentina expired, and we expect prices to increase under a new contract. Negotiations on a fixed-price long-term contract are ongoing, however, a new contract has not been formalized.

 

The Company has evaluated subsequent events up to November 16, 2009, the date these financial statements are issued.

Pro Forma Financial Statements

     An unaudited pro forma consolidated balance sheet as of June 30, 2009 and an unaudited pro forma consolidated statement of income for the fiscal year ended June 30, 2009, giving effect to the sale of Globe Metais, are set forth below.

Unaudited Pro Forma Condensed Consolidated Financial Statements

The accompanying unaudited pro forma condensed consolidated financial statements (the “pro forma financial statements”) for Globe Specialty Metals, Inc. (“Globe”) as of and for the year ended June 30, 2009 are based on the historical financial statements of Globe after giving effect to the disposition of Globe Metais Industria e Comercio Ltda. (“Globe Metais”), a wholly owned indirect subsidiary of Globe, on November 5, 2009 as more fully described in this Supplement and applying the assumptions and adjustments described in the accompanying notes to the pro forma financial statements.

The accompanying pro forma condensed consolidated statement of operations is presented as if the disposition of Globe Metais had occurred on July 1, 2008. The accompanying pro forma condensed consolidated balance sheet is presented as if the disposition of Globe Metais had occurred on June 30, 2009.

The pro forma financial statements have been prepared by management for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X and are not necessarily indicative of the condensed consolidated financial position or results of operations in future periods or the results that actually would have been realized had Globe Metais not been consolidated during the specified periods.

The pro forma adjustments are based upon available information, preliminary estimates and certain assumptions that Globe believes are reasonable under the circumstances. The pro forma financial statements, including notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, Globe’s historical consolidated financial statements included in the Prospectus.

The pro forma financial statements are necessarily based upon allocations, assumptions and approximations and, therefore, do not reflect in precise numerical terms the impact of the disposition of GMIC on the historical financial statements of Globe. The pro forma financial statements are presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the disposition of GMIC been completed during the period or as of the dates for which the pro forma financial statements are presented. In addition, the pro forma financial statements do not purport to project the financial condition or results of operations for any future date or period and should not be used as a basis for forecasting the future operations of Globe.

GLOBE SPECIALTY METALS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of June 30, 2009
(In thousands)
(Unaudited)

						Pro forma
		Historical				Adjustments				Pro Forma
Assets
Cash and Cash equivalents		$	61,876			$	47,639	(A)		$	109,515
Accounts receivable			24,094				(1,765	)(B)			22,329
Inventories			67,394				(9,788	)(B)			57,606
Prepaid expenses and other current assets			24,675				(5,442	)(B)			19,233
			178,039				30,644				208,683
Property, plant and equipment			217,507				(29,289	)(B)			188,218
Goodwill			51,828				—				51,828
Other assets			25,906				(12,976	)(B)			12,930
		$	473,280			$	(11,621	)		$	461,659
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	21,341				(2,599	)(B)			18,742
Current portion of long-term debt			16,561				(6,000	)(B)			10,561
Short-term debt			6,688				—				6,688
Accrued expenses and other current liabilities			46,725				(6,112	)(B)			40,613
Total current liabilities			91,315				(14,711	)			76,604
Long-term liabilities:
Long-term debt			36,364				(11,000	)(B)			25,364
Deferred tax liabilities			18,890				(147	)(B)			18,743
Other long-term liabilities			16,431				(1,474	)(B)			14,957
Total liabilities			163,000				(27,332	)			135,668
Commitments and contingencies
Stockholders’ equity:
Common stock			7				—				7
Additional paid-in-capital			303,364				—				303,364
Retained earnings and accumulated other comprehensive income			1,016				15,711	(C)			16,727
Treasury stock at cost			(4	)			—				(4	)
Total Globe Specialty Metals, Inc. shareholders’ equity			304,383				15,711				320,094
Noncontrolling interest			5,897				—				5,897
Total shareholders’ equity			310,280				15,711	(C)			325,991
Total liabilities and stockholders’ equity		$	473,280			$	(11,621	)		$	461,659

The accompanying notes to Pro Forma Condensed Consolidated Financial Statements are an integral part of these financial statements.

GLOBE SPECIALTY METALS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended June 30, 2009
(In thousands, except per share data)
(Unaudited)

						Pro Forma
		Historical				Adjustments				Pro Forma
Net sales		$	426,291			$	(32,679	)(D)		$	393,612
Cost of goods sold			324,535				(14,346	)(E)			310,189
Selling, general and administrative expenses			61,823				(8,557	)(F)			53,266
Research and development			1,394				(130	)(F)			1,264
Goodwill and intangible asset impairment			69,704				—				69,704
Restructuring changes			1,711				(400	)(F)			1,311
Operating loss			(32,876	)			(9,246	)			(42,122	)
Other income (expense):
Interest income and expense, net			(6,218	)			1,591	(F)			(4,627	)
Other income (loss)			5,319				(2,054	)(F)			3,265
Loss before provision for income taxes			(33,775	)			(9,709	)			(43,484	)
Provision for income taxes			11,609				(2,438	)(G)			9,171
Net loss			(45,384	)			(7,271	)			(52,655	)
Losses attributable to non controlling interest, net of tax			3,403				—				3,403
Net loss attributable to Globe Specialty Metals, Inc.		$	(41,981	)		$	(7,271	)		$	(49,252	)
Weighted average shares outstanding:
Basic			64,362				—				64,362
Diluted			64,362				—				64,362
(Loss) earnings per common share:
Basic		$	(0.65	)			—			$	(0.77	)
Diluted			(0.65	)			—				(0.77	)