<PAGE>   1

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------
                                    FORM 10-Q
                                    ---------

    (MARK ONE)
         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
                  SEPTEMBER 30, 1999

                  OR

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                                  TO
                  ---------------    ---------------

                        COMMISSION FILE NUMBER: 333-53791

                                  SIMCALA, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                34-1780941
      (State of incorporation)          (I.R.S. Employer Identification No.)

                              1350 OHIO FERRO ROAD
                            MT. MEIGS, ALABAMA 36057
                    (Address of principal executive offices)
                                 (334) 215-7560
                         (Registrant's telephone number)

    Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

    The number of shares of the registrant's Common Stock outstanding as of
November 12, 1999 was 10,889.

================================================================================


                                       1
<PAGE>   2

PART I. FINANCIAL INFORMATION*















       * As used in this Form 10-Q, unless the context otherwise requires,
"SAC" refers to SAC Acquisition Corp., "Predecessor" refers to SIMCALA, Inc. in
    respect of periods prior to the Acquisition (as defined herein), and the
               "Company" refers to the registrant, SIMCALA, Inc.


                                       2
<PAGE>   3


ITEM 1.  FINANCIAL STATEMENTS

                                  SIMCALA, INC.
                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                                   September 30,        December 31,
ASSETS                                                                                 1999                1998
                                                                                   -------------       -------------
                                                                                    (unaudited)

<S>                                                                                <C>                 <C>
Current Assets
     Cash and cash equivalents                                                     $  11,152,863       $  14,652,789
     Restricted Cash                                                                   6,288,561                  --
     Accounts receivable                                                               4,816,347           6,126,286
     Inventories                                                                       2,333,254           3,416,277
     Other current assets                                                                370,274             272,113
                                                                                   -------------       -------------
Total current assets                                                                  24,961,299          24,467,465

Property, Plant and Equipment, net of accumulated
     depreciation of $6,180,446 and $2,974,138, at
     September 30, 1999 and December 31, 1998, respectively                           51,270,505          52,805,557
Intangible Assets, net of accumulated amortization of
     $3,064,523 and $1,533,862, at September 30, 1999
     and December 31, 1998, respectively                                              37,204,703          38,252,601
                                                                                   -------------       -------------
Total Assets                                                                       $ 113,436,507       $ 115,525,623
                                                                                   =============       =============

LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities
       Accounts payable                                                            $   3,512,119       $   3,330,469
       Accrued expenses                                                                1,094,214           1,048,578
       Accrued interest payable                                                        3,438,169           1,638,560
       Current maturities of long-term debt and capital leases                            50,482              72,747
                                                                                   -------------       -------------
Total current liabilities                                                              8,094,984           6,090,354

Long Term Debt and Capital Leases - Net of Current Portion                            81,030,590          81,034,098
Deferred Income Taxes                                                                 10,877,191          11,816,575
                                                                                   -------------       -------------
Total Liabilities                                                                    100,002,765          98,941,027
                                                                                   -------------       -------------

Shareholder's Equity
Preferred Stock (Series B preferred stock, 3,000 shares authorized,
      none issued and outstanding, $1.00 par value)                                           --                  --
Common stock, 20,000 shares authorized - 10,889 shares
      issued and outstanding, par value $.01 per share                                       109                 109
Additional paid-in capital                                                            18,806,891          18,806,891
Retained deficit                                                                      (5,373,258)         (2,222,404)
                                                                                   -------------       -------------
Total shareholder's equity                                                            13,433,742          16,584,596
                                                                                   -------------       -------------
Total Liabilities and Shareholder's Equity                                         $ 113,436,507       $ 115,525,623
                                                                                   =============       =============
</TABLE>



See Notes to Condensed Financial Statements.


                                       3
<PAGE>   4

                                  SIMCALA, INC.
                         CONDENSED STATEMENTS OF INCOME
                           For The Three Month Periods



<TABLE>
<CAPTION>
                                                               Company               Company
                                                         Three months ended     Three months ended
                                                         September 30, 1999     September 30, 1998
                                                             (unaudited)             (unaudited)
                                                         ------------------     ------------------
<S>                                                      <C>                    <C>
Net Sales                                                   $  13,271,115          $  12,618,207
Cost of Goods Sold                                             12,668,158             12,210,937
                                                            -------------          -------------
        Gross Profit                                              602,957                407,270
Selling and Administrative Expenses                               468,890                613,769
                                                            -------------          -------------
        Operating  Income (Loss)                                  134,067               (206,499)
Interest Expense                                                1,933,668              1,940,951
Other Income, Net                                                (237,123)              (271,316)
                                                            -------------          -------------
        Loss before Income Taxes                               (1,562,478)            (1,876,134)
Income Taxes                                                     (702,034)              (575,021)
                                                            -------------          -------------
        Net Loss                                            $    (860,444)         $  (1,301,113)
                                                            =============          =============
</TABLE>


See Notes to Condensed Financial Statements.


                                       4
<PAGE>   5


                                  SIMCALA, INC.
                         CONDENSED STATEMENTS OF INCOME
                           For The Nine Month Periods


On March 31, 1998, SAC Acquisition Corp. acquired all of the outstanding capital
stock of the Company and on such date SAC merged into the Company. The purchase
method of accounting was used to record assets acquired and liabilities assumed.
As a result of purchase accounting, the accompanying statements of income and
cash flows of the Company and the Predecessor are not comparable in all material
respects since the financial statements report financial position, results of
operations, and cash flows of these two separate entities.

<TABLE>
<CAPTION>

                                                Company               Company               Predecessor
                                           Nine months ended       Six months ended     Three months ended
                                           September 30, 1999     September 30, 1998      March 31, 1998
                                              (unaudited)            (unaudited)           (unaudited)
                                           ------------------     ------------------    ------------------
<S>                                        <C>                    <C>                   <C>
Net Sales                                    $ 41,491,745           $ 27,535,716           $ 14,853,920
Cost of Goods Sold                             39,196,614             25,232,836             11,678,879
                                             ------------           ------------           ------------
        Gross Profit                            2,295,131              2,302,880              3,175,041
Selling and Administrative Expenses             1,752,190              1,439,110              3,824,493
                                             ------------           ------------           ------------
        Operating (Loss) Income                   542,941                863,770               (649,452)
Interest Expense                                5,785,603              3,840,444                313,946
Other Income, Net                                (673,727)              (615,802)              (282,272)
                                             ------------           ------------           ------------
        Loss before Income Taxes               (4,568,935)            (2,360,872)              (681,126)
Income Taxes                                   (1,418,081)              (621,549)              (100,198)
                                             ------------           ------------           ------------
        Net Loss                             $ (3,150,854)          $ (1,739,323)          $   (580,928)
                                             ============           ============           ============
</TABLE>


See Notes to Condensed Financial Statements.


                                       5
<PAGE>   6

                                  SIMCALA, INC.
                        CONDENSED STATEMENTS OF CASH FLOW


 On March 31, 1998, SAC Acquisition Corp. acquired all of the outstanding
capital stock of the Company and on such date SAC merged into the Company. The
purchase method of accounting was used to record assets acquired and liabilities
assumed. As a result of purchase accounting, the accompanying statements of
income and cash flows of the Company and the Predecessor are not comparable in
all material respects since the financial statements report financial position,
results of operations, and cash flows of these two separate entities.

<TABLE>
<CAPTION>

                                                                Company               Company               Predecessor
                                                           Nine Months Ended      Six Months Ended       Three Months Ended
                                                           September 30, 1999    September 30, 1998        March 31, 1998
Cash Flows from Operating Activities:                         (unaudited)           (unaudited)             (unaudited)
                                                           ------------------    ------------------      ------------------
<S>                                                        <C>                   <C>                     <C>
  Net loss                                                   $ (3,150,854)          $ (1,739,323)          $  (580,928)
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
      Depreciation and amortization                             4,736,969              2,962,908               470,903
      Deferred income taxes                                      (939,384)                    --               800,000
      Noncash stock option compensation                                --                     --               903,680
   Change in certain assets and liabilities:
        (Increase) decrease in accounts receivable              1,309,939                655,791                20,824
        Increase (decrease) in other receivables                       --              1,799,747            (2,806,751)
        (Increase) decrease in inventories                      1,083,023                101,601              (206,968)
        Decrease (increase) in other assets                      (580,924)              (435,449)              202,831
        Increase in accounts payable and accrued expenses       2,004,631                (89,791)            2,364,754
                                                             ------------           ------------           -----------
Net cash provided by operating activities                       4,463,400              3,255,484             1,168,345

                                                             ------------           ------------           -----------
Cash Flows from Investing Activities -
        Purchase of property, plant and equipment              (1,671,257)            (2,313,615)           (1,184,422)

Cash Flows from Financing Activities
                                                             ------------           ------------           -----------
  Payments on non-interest-bearing debt                           (34,401)               (31,963)                   --
  Net borrowings of long-term debt                                 30,893                     --                39,085
                                                             ------------           ------------           -----------
Net cash provided by (used in) financing activities                (3,508)               (31,963)               39,085

Change in Cash and Cash Equivalents and Restricted Cash         2,788,635                909,906                23,008
Cash and Equivalents at Beginning of Period                    14,652,789             18,057,301               634,877
                                                             ------------           ------------           -----------
Cash and Equivalents and Restricted Cash at End of Period    $ 17,441,424           $ 18,967,207           $   657,885
                                                             ============           ============           ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid for:
    Interest                                                 $  3,996,088           $    225,000           $   116,000
                                                             ============           ============           ===========
    Income taxes                                             $         --           $     75,000           $   112,000
                                                             ============           ============           ===========
</TABLE>



See Notes to Condensed Financial Statements.


                                       6
<PAGE>   7

                                  SIMCALA, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE 1 - ORGANIZATION AND OPERATIONS

On March 31, 1998, SIMCALA Holdings, Inc. ("Holdings"), through its wholly owned
subsidiary, SAC Acquisition Corp. ("SAC") purchased all of the outstanding
common stock of SIMCALA, Inc. ("SIMCALA" or the "Company") (the "Acquisition").
On such date, SAC was merged into SIMCALA. Holdings and SAC conducted no
significant business other than in connection with the Acquisition. The term
"Predecessor" refers to the Company prior to the Acquisition.

The Company is a producer of silicon metal for sale to the aluminum and
silicones industries. The Company sells to customers in the metal industry who
are located primarily throughout the United States. Credit is extended based on
an evaluation of the customer's financial condition. During the nine months
ended September 30, 1999 and the nine months ended September 30, 1998, four
customers accounted for 40%, 31%, 10%, and 6% and 41%, 17%, 8%, and 12% of net
sales, respectively. At September 30, 1999 and December 31, 1998, three
customers accounted for 53%, 18%, and 9% and 54%, 10% and 8%, respectively, of
outstanding receivables. The Company maintains credit insurance for all customer
accounts receivable.

The Acquisition of the Predecessor for approximately $65.3 million in cash,
including $6.1 million in expenses directly related to the Acquisition and
assumption of approximately $22 million in liabilities, has been accounted for
as a purchase. The Acquisition was financed through the issuance of Senior Notes
in the amount of $75 million and equity contributed of $22 million. The uses of
cash associated with the Acquisition were as follows (in thousands of dollars):


<TABLE>
         <S>                                       <C>
         The Acquisition                           $ 65,291
         Repayment of indebtedness                    9,159
         Transaction fees and expenses                6,051
         General corporate purposes                  16,499
                                                   --------
                                                   $ 97,000
                                                   ========
</TABLE>

Accordingly, the purchase price has been allocated to the identifiable assets
and liabilities based on fair values at the acquisition date. The excess of the
purchase price over the fair value of the identifiable net assets in the amount
of $34.5 million has been classified as goodwill. Additionally, the effect of
the carryover basis of senior management of $3.2 million has been considered in
the allocation of the purchase price. The carryover basis adjustment results
from the application of Emerging Issues Task Force ("EITF") Consensus No. 88-16,
Basis in Leveraged Buyout Transactions, and is allocated to property, plant, and
equipment and goodwill based upon the March 31, 1998 balances.

The Acquisition was financed through the issuance of senior notes in the amount
of $75,000,000 and equity contributed of $22,000,000. Senior Management had an
8% ownership interest in the Predecessor, and as a result of the Acquisition,
has a 9% ownership interest in the Company. The sale of the Predecessor's stock
of which 92% was not owned by Senior Management, constitutes a change in control
of the Company.

The condensed financial statements included herein for the periods prior to
March 31, 1998, represent the Predecessor's results of operations and cash flows
prior to the Acquisition and consequently, are stated on the Predecessor's
historical cost basis. The financial statements as of December 31, 1998 and
September 30, 1999, and for the nine months ended September 30, 1999, reflect
the adjustments which were made to record the Acquisition. Accordingly, the
financial statements of the Predecessor for the periods prior to March 31, 1998
are not comparable in all material respects with the financial statements
subsequent to the Acquisition. The most significant differences relate to
amounts recorded for property, plant and equipment, goodwill, and debt, which
resulted in increased cost of sales, amortization, depreciation and interest
expense in the nine months ended September 30, 1999.


                                       7
<PAGE>   8

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For a summary of the Company's and the Predecessor's accounting policies, please
refer to the Company's 1998 Annual Report on Form 10-K.

Restricted Cash - In January 1999, the Company entered into an amendment to the
Credit Agreement whereby the Company was required to provide cash collateral of
$6,147,946 for the letter of credit backing the industrial revenue bonds. This
cash, plus interest accrued thereon, is reflected as restricted cash on the
Company's condensed balance sheet as of September 30, 1999.

NOTE 3 - INVENTORIES

As of September 30, 1999 and December 31, 1998, inventories consisted of the
following:

<TABLE>
<CAPTION>

                                September 30,       December 31,
                                     1999               1998
                                 (unaudited)
                                -------------       ------------
         <S>                    <C>                 <C>
         Raw Materials           $  722,244          $  908,839
         Finished Goods           1,315,010           2,211,438
         Supplies                   296,000             296,000
                                 ----------          ----------
                                 $2,333,254          $3,416,277
                                 ==========          ==========
</TABLE>


NOTE 4 -  PRO FORMA DATA


The following unaudited pro forma financial data has been prepared assuming that
the Acquisition was consummated on January 1, 1997. This pro forma financial
data is presented for informational purposes and is not necessarily indicative
of the operating results that would have occurred had the Acquisition been
consummated on January 1, 1997, nor is it necessarily indicative of future
operations.


<TABLE>
<CAPTION>

                                    Nine Months
                                       Ended
                                 September 30, 1998
                                 ------------------
         <S>                     <C>
         Net Sales                  $ 42,390,000
         Net Loss                   $ (7,988,000)
</TABLE>


                                       8
<PAGE>   9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

General

On March 31, 1998, Holdings, through its wholly owned subsidiary, SAC, purchased
all of the outstanding shares of common stock of SIMCALA. On such date, SAC was
merged into SIMCALA. SIMCALA, as the surviving corporation in the Merger, became
a wholly owned subsidiary of Holdings.

The following is a discussion of the Company's results of operations. The
financial statements included herein for the periods prior to March 31, 1998,
represent the Predecessor's results of operations and cash flows prior to the
Acquisition and consequently, are stated on the Predecessor's historical cost
basis. The financial statements as of September 30, 1999, and for the nine
months then ended, reflect the adjustments which were made to record the
Acquisition. Accordingly, the financial statements of the Predecessor for the
periods prior to March 31, 1998 are not comparable in all material respects with
the financial statements subsequent to the Acquisition. The most significant
differences relate to amounts recorded for property, plant and equipment,
goodwill, and debt which resulted in increased cost of sales, amortization,
depreciation and interest expense in the nine months ended September 30, 1999
and will result in such increases in future years.

During the quarter ended June 30, 1999, the Company was approached by Dow
Corning Corporation, a significant customer of the Company, and asked to
consider a delay in the construction of the planned fourth smelting furnace. Dow
Corning reiterated its commitment to take all volumes called for in the contract
signed in 1998. By delaying construction of the fourth furnace, the Company
would delay the recognition of revenue and income associated with the project.
Given the current over-supply in the industry, the Company has decided to delay
the construction of the fourth furnace for at least one year.

The Company currently has certain costs included in Construction in Progress at
September 30, 1999 which have been incurred relative to the building of the
fourth furnace. Due to the Company's intent to continue with the fourth furnace
construction, these costs are not impaired at September 30, 1999.

The table below sets forth certain statement of operations information as a
percentage of net sales during the nine months and quarters ended September 30,
1999 and 1998:


<TABLE>
<CAPTION>

                                         Company            Company            Company              Company          Predecessor
                                    Nine months ended  Three months ended  Three months ended  Six months ended  Three months ended
                                       September 30,     September 30,        September 30,      September 30,       March 31,
                                           1999               1999                1998               1998               1998
                                    ------------------ ------------------  ------------------  ----------------  ------------------

<S>                                 <C>                <C>                 <C>                 <C>               <C>
Net sales                                 100.0%             100.0%               100.0%             100.0%           100.0%
Cost of goods sold                         94.4               95.5                 96.7               91.6             78.6

Gross profit                                5.6                4.5                  3.3                8.4             21.4
Selling and administrative expenses         4.2                3.5                  4.8                5.2             25.7

Operating income (loss)                     1.4                1.0                 (1.5)               3.2             (4.3)
Interest expense                           13.9               14.5                 15.3               13.9              2.1
Other income, net                          (1.6)              (1.7)                (2.1)              (2.2)            (1.9)

Loss before income taxes                  (10.9)             (11.8)               (14.7)              (8.5)            (4.5)
Income tax benefit                         (3.4)              (5.2)                (4.5)              (2.2)            (0.7)

Net loss                                   (7.5)%             (6.6)%              (10.2)%             (6.3)%           (3.8)%
                                          =====              =====                =====              =====             ====
</TABLE>


                                       9
<PAGE>   10

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1998

NET SALES

Net sales increased by $0.7 million in the three months ended September 30,
1999, or 5.2%, to $13.3 million from $12.6 million for the same period in 1998.
This increase was due principally to increased sales volumes in the quarter
offset to a great degree however, by a reduction in average selling prices for
all aluminum grades of silicon metal. Production of silicon metal in the third
quarter of 1999 was 9,518 metric tons, compared with 8,554 metric tons produced
in the third quarter of 1998.

GROSS PROFIT

Gross profit increased by $0.2 million, or 48.0%, to $0.6 million in three
months ended September 30, 1999 as compared to $0.4 million in the same period
in 1998. The gross profit margin increased to 4.5% in the three months ended
September 30, 1999 from 3.3% in the same period in 1998. These increases were
due to increased sales volumes in the period which were largely offset by a
decrease in average selling prices for all aluminum grades of silicon metal.
Production cost per ton produced also decreased in the quarter.

Average selling price per metric ton decreased to $1,450 in the three months
ended September 30, 1999 from $1,615 in the same period in 1998. This was due to
continued excess supply in the primary and secondary aluminum markets coupled
with reduced demand for silicon metal in Asian markets. Average production cost
per metric ton decreased to $1,216 in the three months ended September 30, 1999
from $1,360 in the same period in 1998. This decrease resulted primarily from
higher production volumes which allowed for greater absorption of fixed costs.
The higher production volumes resulted from improved furnace performance in the
quarter.

SELLING AND ADMINISTRATIVE EXPENSES

Selling and administrative expenses decreased $0.1 million, or 23.6%, to $0.5
million in the three months ended September 30, 1999 as compared to $0.6 million
in the same period in 1998. The decrease was primarily due to the elimination in
the quarter of certain accruals for incentives. The accruals were eliminated
because in the opinion of management, the profit level required to trigger the
pay out of the accruals will not be reached.

OPERATING INCOME

Income from operations increased $0.3 million to $0.1 million in the three
months ended September 30, 1999 from an operating loss of $0.2 million in the
same period of 1998. At the same time, the operating margin increased to 1.0%
from (1.6%) for the same period in the prior year. The increase was primarily
due to higher net sales volumes coupled with decreased production costs per
metric ton.

INTEREST EXPENSE

Interest expense decreased only $0.007 million, or 0.4%, to $1.934 million in
the three months ended September 30, 1999 from $1.941 million in the same period
in 1998.

OTHER INCOME - NET

Other income - net decreased $0.034 million, or 12.6%, to $0.237 million in the
three months ended September 30, 1999 from $0.271 million in the same period in
1998. The decrease in other income was primarily due to a decrease in interest
income when compared to the same period in 1998.

INCOME TAXES

The income tax benefit recorded increased $0.1 million, or 22.1%, to $0.7
million in three months ended September 30, 1999 when compared to the same
period in 1998. The increase resulted from a slightly higher effective tax rate
in the current year.


                                       10
<PAGE>   11

NET LOSS

As a result of the above factors, the net loss for the three months ended
September 30, 1999 was $0.9 million compared to a net loss of $1.3 million for
the same period in 1998.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998

NET SALES

Net sales decreased by approximately $0.9 million, or 2.1 percent, to $41.5
million in the nine months ended September 30, 1999, from $42.4 million in the
same period in 1998. This decrease was due principally to a reduction in average
selling prices for all aluminum grades of silicon metal. The reduction in sales
price more than offset slightly higher sales volumes. Production of silicon
metal in the nine months ended September 30, 1999 was 26,945 metric tons,
compared with 27,135 metric tons produced in the same period in 1998.

GROSS PROFIT

Gross profit decreased by $3.2 million, or 58.1%, to $2.3 million in nine months
ended September 30, 1999 as compared to $5.5 million in the same period in 1998.
The gross profit margin decreased to 5.5% in the nine months ended September 30,
1999 from 12.9% in the same period in 1998. These decreases were principally due
to decreased selling prices for all aluminum grades of silicon metal coupled
with higher depreciation expense in 1999 associated with the Acquisition.

Average selling price per metric ton decreased to $1,405 in the nine months
ended September 30, 1999 from $1,647 in the same period in 1998. This was due to
continued excess supply in the primary and secondary aluminum markets coupled
with reduced demand for silicon metal in Asian markets. Average production cost
per metric ton decreased to $1,230 in the nine months ended September 30, 1999
from $1,300 in the same period in 1998. This decrease resulted primarily from
improved product handling and reduced raw material costs.

SELLING AND ADMINISTRATIVE EXPENSES

Selling and administrative expenses decreased $3.5 million, or 66.7%, to $1.8
million in the nine months ended September 30, 1999 as compared to $5.3 million
in the same period in 1998. The decrease is primarily due to a bonus paid to
management related to the exercise of options of $1.5 million, the recognition
of compensation expense of $0.9 million related to certain stock options, and
the write-off of certain intangible expenses related to the Acquisition during
the quarter ended March 31, 1998. These costs were non-recurring.

OPERATING INCOME

Income from operations increased $0.3 million, or 153.3%, to $0.5 million in the
nine months ended September 30, 1999 as compared to $0.2 million in the same
period of 1998. At the same time, the operating margin increased to 1.3% from
0.5% for the same period in the prior year. The increase was primarily due to
decreased production costs per metric ton coupled with lower operating expenses.

INTEREST EXPENSE

Interest expense increased $1.6 million, or 39.3%, to $5.8 million in the nine
months ended September 30, 1999 from $4.2 million in the same period in 1998.
The increase results from substantially higher debt levels in the nine months
ended September 30, 1999 associated with the Acquisition, which occurred on
March 31, 1998.

OTHER INCOME - NET

Other income - net decreased $0.2 million, or 25.0%, to $0.7 million in the nine
months ended September 30, 1999 from $0.9 million in the same period in 1998.
The decrease in other income was primarily due to reduced "Mercedes" benefits
realized by the Company in the nine months ended September 30, 1999. The
"Mercedes" benefits recorded as Other Income stem from payroll withholding for
Alabama income tax that is retained by the Company pursuant to an Alabama state
law. The exercise of stock options by management in the first quarter of


                                       11
<PAGE>   12

1998 generated significant compensation expense against which Alabama income tax
was withheld by the Company. There was no such activity during the nine months
ended September 30, 1999.

INCOME TAXES

The income tax benefit recorded increased $0.6 million, or 96.5%, to $1.4
million in nine months ended September 30, 1999 when compared to the same period
in 1998. The increase resulted from all factors above, which created a larger
pre-tax loss. The company also experienced a higher effective income tax rate
due to the tax impact of certain intangible assets booked as a result of the
Acquisition.

NET LOSS

As a result of the above factors, the net loss for the nine months ended
September 30, 1999 was $3.2 million compared to a net loss of $2.3 million for
the same period in 1998.


LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity are cash flow from operations,
borrowings under its secured credit facility and a portion of the net proceeds
from the offering of its 9 5/8% Senior Notes due 2006 (the "Notes"). The
Company's principal uses of liquidity are to fund operations, meet debt service
requirements and finance the Company's planned capital expenditures, including
the possible construction of a fourth smelting furnace, engineering work for
which has already begun.

The Company's cash flows from its operations are influenced by selling prices of
its products and raw materials costs, and are subject to moderate fluctuation
due to market supply factors driven by imports. The Company's silicon metal
business experiences price fluctuations principally due to the competitive
nature of one of its markets, the secondary aluminum market. Recently, the
Company has experienced price fluctuations in another of its markets, the
primary aluminum market. Historically, the Company's microsilica business has
been affected by the developing nature of the markets for this product.

Cash and cash equivalents were $11.2 million and $14.7 million at September 30,
1999 and December 31, 1998, respectively, and restricted cash was $6.3 million
as of September 30, 1999. The increase in total cash and equivalents and
restricted cash in the first nine months of 1999 resulted principally from cash
provided by operations.

Depreciation and amortization for the third quarter of 1999 totaled $1.6
million, compared to $1.5 million for the same period in 1998. The increase in
the third quarter of 1999 primarily resulted from an increase in depreciation
expense related to capital expenditures in the last year.

In the third quarters of 1999 and 1998, net cash provided by operating
activities was $2.1 million and $0.032 million, respectively. The increase in
the third quarter of 1999 resulted primarily from a smaller net loss in 1999,
reduced funding of accounts payable due to the timing of check clearings, and an
increase in accounts receivable due to higher sales in the third quarter of
1999. In the third quarters of 1999 and 1998, net cash used in investing
activities was $0.7 million and $1.1 million, respectively. The changes
primarily reflect different levels of capital spending during the corresponding
quarters of each year. In the third quarters of 1999 and 1998, net cash used in
financing activities was insignificant.

In connection with the Acquisition, the Company replaced its existing credit
facility with a new credit facility (the "Credit Facility") providing
availability for revolving borrowings and letters of credit in an aggregate
principal amount of up to $15.0 million (of which $6.1 million is reserved for
support of a letter of credit issued in connection with the industrial revenue
bond financing of the Company). As of September 30, 1999 and December 31, 1998,
no drawings were outstanding under the Credit Facility.

Ongoing interest payments on the Notes represent significant liquidity
requirements for the Company. With respect to the $75.0 million borrowed under
the Notes, the Company will be required to make semiannual interest payments of
approximately $3.6 million over the life of the Notes.


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<PAGE>   13

With respect to ongoing capital spending, the Company expects to spend
approximately $2.0 million to $3.0 million annually to properly maintain its
furnaces and other production facilities. In addition, the Company is
considering the addition of a fourth smelting furnace from proceeds of the
Notes, together with internally generated or borrowed cash. The Company
estimates that construction of the furnace, when undertaken, will cost
approximately $25.0 million.

The agreement governing the Credit Facility (the "Credit Agreement") imposes
restrictions on the Company's ability to make capital expenditures and both the
Credit Agreement and the indenture governing the Notes (the "Indenture") limit
the Company's ability to incur additional indebtedness. Such restrictions,
together with the highly leveraged nature of the Company, could limit the
Company's ability to respond to market conditions, to meet its capital spending
program, to provide for unanticipated capital investments or to take advantage
of business opportunities. The covenants contained in the Credit Agreement also,
among other things, restrict the ability of the Company and its subsidiaries to
dispose of assets, incur guarantee obligations, repay the Notes, pay dividends,
create liens on assets, enter into sale and leaseback transactions, make
investments, loans or advances, make acquisitions, engage in acquisitions or
consolidations, make capital expenditures or engage in certain transactions with
affiliates, and otherwise restrict corporate activities. At September 30, 1999,
the Company was in compliance with all loan covenants, as amended. The covenants
contained in the Indenture governing the Notes also impose restrictions on the
operation of the Company's business.

YEAR 2000

The Company uses several application programs written over many years using
two-digit year fields to define the applicable year, rather than four-digit year
fields. Such programs may recognize a date using "00" as the year 1900 rather
than the Year 2000. This misinterpretation of the year could result in an
incorrect computation, a computer malfunction, or a computer shutdown.

The Company has identified the systems that could be affected by the Year 2000
issue and has developed a plan to resolve the issue. The plan contemplates the
replacement of the Company's sales order system by November 22, 1999 and
perpetual inventory system by the same date. Management has estimated that the
costs associated with the implementation of the plan to be approximately $75,000
although no assurances can be given in this regard. The Company has made
approximately $45,000 of Year 2000 expenditures through the end of October,
1999.

The Company has reviewed its top suppliers and customers to determine whether
they have similar Year 2000 issues and, if so, when they will become Year 2000
compliant. This allowed the Company to determine whether the suppliers' and
customers' Year 2000 problems will impede their ability to provide goods and
services to the Company. The review has indicated that all of the Company's
major suppliers and customers are in the progress of resolving their Year 2000
issues and that they do not foresee any material problems.

If the Company cannot successfully and timely resolve its Year 2000 issues, its
business, results of operations and financial condition could be materially
adversely affected. Except for the systems controlling the Company's sales order
and perpetual inventory processes, which can be manually operated in the event
of a systems failure, management is not aware of any systems or operations of
the Company that will be adversely affected as a result of the Year 2000
problem. If, however, any other system or operation of the Company is adversely
affected by the Year 2000 problem, the Company's business, results of operations
and financial condition could be materially adversely affected. The Company has
not developed a contingency plan in the event of a Year 2000 problem. However,
based upon the results of the Company's internal review, management does not
believe a contingency plan is necessary.

FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this document, particularly regarding
anticipating future financial performance, business prospects, growth and
operating strategies, the effects of the Acquisition on the Company and similar
matters, and those preceded by, followed by or that otherwise include the words
"may," "would," "could," "will," "believes," "expects," "anticipates," "plans,"
"intends," "estimates," or similar expressions or variations thereof may
constitute "forward-looking statements" for purposes of the Securities Act of
1933, as amended (the "Securities Act"), and the Securities Exchange Act of
1934, as amended. For those statements, the Company claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve a number of
risks and uncertainties. A variety


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<PAGE>   14

of factors, including without limitation those discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" herein
and in Item 7 of the Company's Annual Report on Form 10-K, and in other filings
by the Company with the Securities and Exchange Commission, may affect the
future results of the Company and could cause those results to differ materially
from those expressed in the forward-looking statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


The fair value of the Company's long-term debt and capital leases is affected by
changes in interest rates. Based upon current market conditions, the fair value
and hypothetical increase in fair value of long-term debt and capital leases,
including current portion, is not expected to be materially different from that
as of December 31, 1998.


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<PAGE>   15

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         Not applicable

ITEM 2.  CHANGES IN SECURITIES.

         Not applicable

ITEM 3.  DEFAULTS UPON SENIOR NOTES.

         Not applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable

ITEM 5.  OTHER INFORMATION.

         Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

    (a)    Exhibits

           27 Financial Data Schedule (for SEC use only)

    (b)    Reports on Form 8-K

       Not applicable.


                                       15
<PAGE>   16

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    SIMCALA, Inc.


Date:  November 12, 1999            /s/ R. Myles Cowan
                                    --------------------------------------------
                                    R. Myles Cowan
                                    Vice President and Chief Financial Officer
                                    (Principal Accounting and Financial Officer)


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