<Page>


                UNITED STATES 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, 2001

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

       For the transition period from                  to

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

<TABLE>
<S>                                                         <C>
                   Delaware                                              23-2967577
            (State of organization)                         (I.R.S. Employer Identification No.)

                 Building 400                                          (610) 293-0838
             435 Devon Park Drive                             (Registrant's telephone number,
           Wayne, Pennsylvania 19087                                including area code)
   (Address of principal executive offices)

</TABLE>

      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 [ ]

      There are no common equity securities of the registrant outstanding. At
November 13, 2001, the outstanding capital of Metallurg Holdings, Inc. was
comprised of 5,202.335 shares of Series A Voting Convertible Preferred Stock and
4,524 shares of Series B Non-Voting Preferred Stock, $.01 par value.








<Page>

             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>

                                                                                                        Page No.
                                                                                                        --------

<S>                                                                                                     <C>
Part I.        FINANCIAL INFORMATION:

               Item 1 - Financial Statements (Unaudited)

                        Condensed Statements of Consolidated Operations for the Quarters and the Three
                        Quarters Ended September 30, 2001 and October 31, 2000.........................    2

                        Condensed Consolidated Balance Sheets at September 30, 2001 and
                        December 31, 2000..............................................................    3

                        Condensed Statements of Consolidated Cash Flows for the Three Quarters Ended
                        September 30, 2001 and October 31, 2000........................................    4

                        Notes to Condensed Unaudited Consolidated Financial Statements................. 5-12

               Item 2 - Management's Discussion and Analysis of Financial Condition and Results
                        of Operations..................................................................13-20

               Item 3 - Quantitative and Qualitative Disclosure of Market Risk.........................   21

Part II.       OTHER INFORMATION:

               Item 6. (a) EXHIBITS....................................................................   22

               Item 6. (b) REPORTS ON FORM 8-K.........................................................   22

               Signature Page..........................................................................   23
</TABLE>


                                       1








<Page>


                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS

             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

           CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                Quarters Ended                  Three Quarters Ended
                                                      ----------------------------------- ---------------------------------
                                                       September 30,       October 31,     September 30,     October 31,
                                                           2001               2000             2001              2000
                                                      ----------------   ---------------- ----------------  ---------------

<S>                                                    <C>                <C>              <C>              <C>
Sales...............................................         $113,893           $117,942         $380,022         $376,085
Commission income...................................              203                183              868              486
                                                             --------           --------         --------         --------
   Total revenue....................................          114,096            118,125          380,890          376,571
                                                             --------           --------         --------         --------

Operating costs and expenses:
   Cost of sales ...................................           97,830            102,656          321,480          325,373
   Selling, general and administrative expenses.....           14,350             14,712           44,386           45,409
   Environmental expense recovery...................                -                  -             (600)            (750)
                                                             --------           --------         --------         --------
   Total operating costs and expenses ..............          112,180            117,368          365,266          370,032
                                                             --------           --------         --------         --------

   Operating income.................................            1,916                757           15,624            6,539

Other income (expense):
   Other income, net................................               42                135              174            5,485
   Interest expense, net............................           (4,439)            (4,927)         (12,920)         (15,444)
                                                             --------           --------         --------         --------

   (Loss) income before income tax (benefit)
     provision, minority interest, and
     extraordinary item.............................           (2,481)            (4,035)           2,878           (3,420)
Income tax (benefit) provision......................              (48)             1,205            5,007            4,706
                                                             --------           --------         --------         --------

   Loss before minority interest and extraordinary
     item...........................................           (2,433)            (5,240)          (2,129)          (8,126)
Minority interest...................................              (15)               104               37              161
                                                             --------           --------         --------         --------
   Loss before extraordinary item...................           (2,448)            (5,136)          (2,092)          (7,965)
Extraordinary item, net.............................                -             32,649                -           32,649
                                                             --------           --------         --------         --------
   Net (loss) income................................           (2,448)            27,513           (2,092)          24,684

Other comprehensive income (loss):
   Foreign currency translation adjustment..........            1,319             (1,472)          (1,495)          (4,598)
   Deferred income (loss) on derivatives............              116                  -              (76)               -
                                                             --------           --------         --------         --------
   Comprehensive (loss) income......................         $ (1,013)          $ 26,041         $ (3,663)        $ 20,086
                                                             ========           ========         ========         ========





</TABLE>


       See notes to condensed unaudited consolidated financial statements.



                                       2








<Page>

             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                              September 30,      December 31,
                                                                   2001              2000
                                                                 --------          --------
                                                                (Unaudited)

<S>                                                               <C>               <C>
ASSETS
Current Assets:
   Cash and cash equivalents...............................      $ 28,685          $ 34,008
   Accounts and notes receivable, net......................        64,843            69,212
   Inventories.............................................       103,413            91,176
   Other current assets....................................        14,009            14,981
                                                                 --------          --------
     Total current assets................................         210,950           209,377
Goodwill.................................................          85,255            89,063
Property, plant and equipment, net.......................          64,769            61,428
Other assets.............................................          22,653            20,964
                                                                 --------          --------
     Total.................................................      $383,627          $380,832
                                                                 ========          ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Short-term debt and current portion of long-term debt...      $  6,146          $ 11,305
   Trade payables.........................................         47,296            44,985
   Accrued expenses........................................        28,163            27,654
   Other current liabilities.............................           2,869             4,116
                                                                 --------          --------
     Total current liabilities...........................          84,474            88,060
                                                                 --------          --------

Long-term Liabilities:
   Long-term debt........................................         159,174           148,223
   Accrued pension liabilities...........................          31,732            33,442
   Environmental liabilities, net........................          29,864            30,219
   Other liabilities.....................................           6,736             7,029
                                                                 --------          --------
     Total long-term liabilities.........................         227,506           218,913
                                                                 --------          --------

     Total liabilities...................................         311,980           306,973
                                                                 --------          --------

Minority Interest..........................................           508               557
                                                                 --------          --------

Shareholders' Equity:
   Additional paid-in capital............................         100,342            98,842
   Accumulated other comprehensive loss..................          (7,659)           (6,088)
   Retained deficit......................................         (21,544)          (19,452)
                                                                 --------          --------
     Total shareholders' equity..........................          71,139            73,302
                                                                 --------          --------

     Total...............................................        $383,627          $380,832
                                                                 ========          ========

</TABLE>

       See notes to condensed unaudited consolidated financial statements.


                                       3








<Page>


             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

           CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                 Three Quarters Ended
                                                                               ---------------------------
                                                                               September 30,  October 31,
                                                                                   2001          2000
                                                                                 --------      --------

<S>                                                                              <C>           <C>
Cash Flows from Operating Activities:
Net (loss) income ...........................................................    $ (2,092)     $ 24,684
Adjustments to reconcile net (loss) income to net cash provided by (used in)
         operating activities:
   Depreciation and amortization ............................................      11,804        10,529
   Loss (gain) on sale of assets ............................................          77        (5,161)
   Interest accretion on Senior Discount Notes ..............................       3,198         7,409
   Deferred income taxes ....................................................       2,351         1,825
   Extraordinary item .......................................................           -       (32,724)
                                                                                 --------      --------
     Total ..................................................................      15,338         6,562

Change in operating assets and liabilities:
   Decrease (increase) in trade receivables .................................       1,900          (893)
   Increase in inventories ..................................................     (13,824)      (12,371)
   Decrease (increase) in other current assets ..............................         367        (3,561)
   Increase in trade payables and accrued expenses ..........................       4,962         4,447
   Restructuring payments ...................................................         (48)       (1,510)
   Environmental payments ...................................................      (1,376)       (1,889)
   Other assets and liabilities, net ........................................      (2,753)        2,338
                                                                                 --------      --------
     Net cash provided by (used in) operating activities ....................       4,566        (6,877)
                                                                                 --------      --------

Cash Flows from Investing Activities:
Additions to property, plant and equipment ..................................     (11,872)      (12,356)
Proceeds from asset sales ...................................................          97         8,417
Acquisitions, net of cash ...................................................      (1,152)      (11,196)
Other, net ..................................................................          60            62
                                                                                 --------      --------
     Net cash used in investing activities ..................................     (12,867)      (15,073)
                                                                                 --------      --------

Cash Flows from Financing Activities:
Net proceeds of long-term debt ..............................................       7,549         6,915
Net (repayment) borrowing of short-term debt ................................      (4,057)        5,877
Metallurg, Inc  purchase of Senior Discount Notes                                       -       (19,714)
Minority interest contribution                                                          -           676
                                                                                 --------      --------
     Net cash provided by (used in) financing activities ....................       3,492        (6,246)
                                                                                 --------      --------

Effects of exchange rate changes on cash and cash equivalents ...............        (514)         (920)
                                                                                 --------      --------
Net decrease in cash and cash equivalents ...................................      (5,323)      (29,116)
Cash and cash equivalents - beginning of period .............................      34,008        59,780
                                                                                 --------      --------
Cash and cash equivalents - end of period ...................................    $ 28,685      $ 30,664
                                                                                 ========      ========

</TABLE>


       See notes to condensed unaudited consolidated financial statements



                                       4






<Page>


             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

         NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation

      Metallurg Holdings, Inc. ("Metallurg Holdings"), a Delaware corporation,
was formed on June 10, 1998 and is owned by a group of investors led by and
including Safeguard International Fund, L.P. ("Safeguard International"), an
international private equity fund that invests primarily in equity securities of
companies in process industries. On July 13, 1998, Metallurg Holdings acquired
Metallurg, Inc. Metallurg, Inc., together with its majority-owned subsidiaries
(collectively, "Metallurg"), is a leading international producer and seller of
high-quality specialty metals, alloys and metallic chemicals which are essential
to the production of high-performance aluminum and titanium alloys, superalloys,
steel and certain non-metallic materials for engineered applications in the
aerospace, power supply, automotive, petrochemical processing and
telecommunications industries.

      The accompanying condensed unaudited consolidated financial statements
include the accounts of Metallurg Holdings and Metallurg (collectively, the
"Company"). These financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information
pursuant to Accounting Principles Board Opinion No. 28. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The condensed
consolidated balance sheet as of December 31, 2000 was derived from audited
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included for the interim period. Operating results for the interim
periods presented are not necessarily indicative of the results to be expected
for a full year.

      For further information, see the financial statements and footnotes
thereto included in the Company's audited consolidated financial statements for
the year ended December 31, 2000.

      Effective December 31, 2000, Metallurg Holdings and Metallurg, Inc.
changed from a fiscal year ending January 31 to a calendar year. As a result,
the Company no longer reports the results of its operating subsidiaries on a
one-month lag. The quarter ended October 31, 2000 includes operating results of
the parent holding companies, Metallurg Holdings and Metallurg, Inc., for the
three months ended October 31, 2000 and the operating results of their
subsidiaries for the three months ended September 30, 2000. The three quarters
ended October 31, 2000 include the operating results of the parent holding
companies, Metallurg Holdings and Metallurg Inc., for the nine months ended
October 31, 2000 and the operating results of their subsidiaries for the nine
months ended September 30, 2000.

      Certain prior year amounts were reclassified to conform to current year
presentations.

2.  Segments and Related Information

      Metallurg operates in one significant industry segment, the manufacture
and sale of performance-enhancing additives mainly for the metallurgical
industry. Metallurg is organized around its major production facilities in the
U.S., the U.K., Germany and Brazil, which are supported by an established
worldwide sales network. In addition to its own products, Metallurg distributes
complementary products manufactured by third parties. The results of Metallurg
Holdings consist primarily of interest expense on the 12 3/4% Senior Discount
Notes due 2008 (the "Senior Discount Notes"), amortization of goodwill and
deferred debt issuance costs and general overhead expenses. Such costs are
reported in the segment "Other" below.

    Reportable Segments

      Shieldalloy Metallurgical Corporation ("Shieldalloy") - This unit is
comprised of two production facilities in the U.S. The New Jersey plant
manufactures and sells aluminum alloy grain refiners and alloying tablets for
the aluminum industry, metal powders for the welding industry and specialty
ferroalloys for the superalloy and steel industries. The Ohio plant manufactures
and sells ferrovanadium and vanadium-based chemicals used mostly in the steel
and petrochemical industries.


                                       5







<Page>


             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                       FINANCIAL STATEMENTS - (Continued)

2.  Segments and Related Information - (Continued)

      London & Scandinavian Metallurgical Co Limited and its subsidiaries
(collectively, "LSM") - This unit is comprised mainly of three production
facilities in the U.K., one in Poland and another in Norway which manufacture
and sell aluminum alloy grain refiners and alloying tablets for the aluminum
industry, chromium metal and specialty ferroalloys for the steel and superalloy
industries and aluminum powder for various metal powder-consuming industries.
The Norwegian facility ("Hydelko") was acquired on March 31, 2000.

      Gesellschaft fur Elektrometallurgie mbH and its subsidiaries
(collectively, "GfE") - This unit is comprised of two production facilities and
a sales office in Germany. The Nuremberg plant manufactures and sells a wide
variety of specialty products, including vanadium-based chemicals and
sophisticated metals, alloys and powders used in the titanium, superalloy,
electronics, telecommunications, biomedical and optics industries. The Morsdorf
plant produces medical prostheses, implants and surgical instruments for
orthopedic applications.

      Elektrowerk Weisweiler GmbH ("EWW") - This production unit, also located
in Germany, produces various grades of low carbon ferrochrome used in the
superalloy, welding and steel industries.

      Companhia Industrial Fluminense ("CIF") - This unit is comprised mainly of
two production facilities in Brazil. The Sao Joao del Rei plant manufactures and
sells aluminum alloy grain refiners and alloying tablets for the aluminum
industry and metal oxides used in the telecommunications, superalloy and
specialty metal industries. The Nazareno mine extracts and concentrates ores
containing tantalum and niobium that are processed, along with other raw
materials, into metal oxides at the Sao Joao del Rei plant.

      In addition to their manufacturing operations, Shieldalloy, LSM and GfE
import and distribute complementary products manufactured by affiliates and
third parties.

      Summarized financial information concerning the Company's reportable
segments is shown in the following table (in thousands). Each segment records
direct expenses related to its employees and operations. The "Other" column
includes corporate related items and results of subsidiaries not meeting the
quantitative thresholds as prescribed by applicable accounting rules. The
Company does not allocate general corporate overhead expenses to operating
segments. There have been no material changes in segment assets from the amounts
disclosed in the last annual report.

<TABLE>
<CAPTION>
                                                                                               Intersegment   Consolidated
                            Shieldalloy     LSM        GfE        EWW        CIF      Other    Eliminations      Totals
                            -----------   -------    -------     ------     ------   -------   ------------   ------------
<S>                           <C>       <C>        <C>         <C>        <C>      <C>         <C>           <C>
Quarter Ended
     September 30, 2001
Revenue from external
     customers............      $24,815   $32,500    $16,064     $3,559     $3,806   $33,352                      $114,096
Intergroup revenue........          995    12,515      2,131      4,796      6,826     4,404       $(31,667)             -
Income tax (benefit)
       provision..........         (323)     (157)       217        (34)       734      (485)             -            (48)
Net (loss) income.........         (581)     (557)      (524)        17        937       883         (2,623)        (2,448)

Quarter Ended
     October 31, 2000
Revenue from external
     customers............      $28,608   $31,606    $19,191     $3,023     $3,934   $31,763                      $118,125
Intergroup revenue........          951     9,181      3,059      4,556      3,651     4,816       $(26,214)             -
Income tax (benefit)
       provision..........         (224)      327         22        146         56       878              -          1,205
Extraordinary item, net...            -         -          -          -          -    32,649              -         32,649
Net (loss) income.........         (314)      391         96        276        931    27,197         (1,064)        27,513
</TABLE>


                                       6







<Page>




             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                       FINANCIAL STATEMENTS - (Continued)

2.  Segments and Related Information - (Continued)

<TABLE>
<CAPTION>
                                                                                               Intersegment   Consolidated
                            Shieldalloy     LSM        GfE        EWW        CIF      Other    Eliminations      Totals
                            -----------   -------    -------     ------     ------   -------   ------------   ------------
<S>                           <C>       <C>         <C>       <C>        <C>       <C>          <C>           <C>
Three Quarters Ended
     September 30, 2001
Revenue from external
     customers............      $75,920  $103,307    $61,829    $10,406    $11,667  $117,761                      $380,890
Intergroup revenue........        3,507    31,840      8,637     18,681     18,703    15,806       $(97,174)             -
Environmental expense
       recovery...........         (600)        -          -          -          -         -              -           (600)
Income tax (benefit)
       provision..........         (637)      549      1,088      1,305      1,235     1,467              -          5,007
Net (loss) income.........       (1,696)      759      1,022      2,195      3,366    11,937        (19,675)        (2,092)

Three Quarters Ended
     October 31, 2000
Revenue from external
     customers............      $87,694  $100,820    $62,716    $10,000    $11,175  $104,166                      $376,571
Intergroup revenue........        2,975    32,409      9,722     16,364     10,728    13,137       $(85,335)             -
Environmental expense
       recovery...........         (750)        -          -          -          -         -              -           (750)
Income tax provision......          658     1,337        395        847         60     1,409              -          4,706
Extraordinary item, net...            -         -          -          -          -    32,649              -         32,649
Net income (loss).........          970     2,822       (497)       838      2,035    31,087        (12,571)        24,684
</TABLE>

3.  Inventories

      Inventories, net of reserves, consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                               September 30,         December 31,
                                                                   2001                 2000
                                                            ----------------      -----------------
<S>                                                        <C>                  <C>
Raw materials.............................................       $ 22,597               $20,491
Work in process...........................................          4,189                 2,854
Finished goods............................................         73,097                64,781
Other.....................................................          3,530                 3,050
                                                                 --------               -------
     Total................................................       $103,413               $91,176
                                                                 ========               =======
</TABLE>

4.  Contingent Liabilities

      The Company continues to respond to legal claims arising in the normal
course of business. Management believes, based on the advice of counsel, that
the outcome of such claims will not have a material adverse effect on the
Company's consolidated financial position, results of operations or liquidity.
There can be no assurance, however, that future litigation or proceedings will
not result in an adverse judgment against the Company, which could have a
material adverse effect on the Company's future results of operations or cash
flows.

5.  Earnings Per Share

      Earnings per share is not presented since Metallurg Holdings is wholly
owned by a group of private investors led by and including Safeguard
International.


                                       7







<Page>


             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                       FINANCIAL STATEMENTS - (Continued)

6.  Recently Adopted Accounting Pronouncements

      Effective January 1, 2001, the Company adopted Financial Accounting
Standards Board Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities", as amended ("SFAS 133"). As a result of adopting SFAS 133,
the Company recognizes all derivatives on the balance sheet at fair value.
Derivatives that are not designated hedges are adjusted to fair value through
income. Changes in the fair value of derivatives that are designated hedges are
either offset against the change in fair value of the hedged firm commitment
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings, depending on the nature of the hedge. The
adoption of SFAS 133 did not have a material effect on the Company's financial
statements.

7.  Recently Issued Accounting Pronouncements

      In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations", which establishes accounting and reporting standards for business
combinations, and SFAS No. 142, "Goodwill and Other Intangible Assets", which
addresses the accounting and reporting of acquired goodwill and other intangible
assets.

      In August 2001, the FASB issued SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses financial
accounting and reporting for the impairment and disposal of long-lived assets.

      The provisions of SFAS No. 141 apply to all business combinations
initiated after June 30, 2001. The Company is required to adopt SFAS No. 142 and
No. 144 on January 1, 2002. The Company is currently evaluating the impact SFAS
No. 142 will have on its financial statements, including the discontinuance of
goodwill amortization. SAFS No. 144 is not expected to have a material effect on
its financial statements.



                                       8







<Page>


             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                       FINANCIAL STATEMENTS - (Continued)

8. Supplemental Guarantor Information

     In November 1997, Metallurg, Inc. issued $100 million principal amount of
its 11% Senior Notes due 2007 (the "Senior Notes"). Under the terms of the
Senior Notes, Shieldalloy, Metallurg Holdings Corporation, Metallurg Services,
Inc., Metallurg International Resources, LLC and MIR (China), Inc.
(collectively, the "Guarantors"), wholly owned subsidiaries of Metallurg, Inc.,
have fully and unconditionally guaranteed on a joint and several basis
Metallurg, Inc.'s obligations to pay principal, premium and interest relative to
the Senior Notes. Management has determined that separate, full financial
statements of the Guarantors would not be material to potential investors and,
accordingly, such financial statements are not provided. Supplemental financial
information of the Guarantors is presented below.

                  Metallurg, Inc. and Consolidated Subsidiaries
           Condensed Consolidating Statement of Operations (Unaudited)
                        Quarter Ended September 30, 2001
                                 (In thousands)
<TABLE>
<CAPTION>
                                                              Combined        Combined
                                              Metallurg,       Guarantor    Non-Guarantor
                                                 Inc.       Subsidiaries    Subsidiaries    Eliminations    Consolidated
                                              ----------    ------------    --------------  ------------    ------------
<S>                                           <C>              <C>             <C>            <C>            <C>
Total revenue .............................                    $  36,579       $  97,282     $ (19,765)       $ 114,096
                                                               ---------       ---------     ---------        ---------
Operating costs and expenses:
  Cost of sales ...........................                       31,017          86,002       (19,189)          97,830
  Selling, general and administrative
    expenses ..............................   $   1,404            2,529           9,295          (363)          12,865
                                              ---------        ---------       ---------     ---------        ---------
  Total operating costs and expenses ......       1,404           33,546          95,297       (19,552)         110,695
                                              ---------        ---------       ---------     ---------        ---------
  Operating (loss) income .................      (1,404)           3,033           1,985          (213)           3,401

Other income (expense):
   Other income, net ......................           -           19,557              42       (19,557)              42
   Interest (expense) income, net .........      (2,641)             246            (992)            -           (3,387)
   Equity in earnings of subsidiaries .....       2,425          (19,300)           (272)       17,147                -
                                              ---------        ---------       ---------     ---------        ---------
   (Loss) income before income tax
     (benefit) provision and minority
     interest .............................      (1,620)           3,536             763        (2,623)              56
Income tax (benefit) provision ............      (1,710)             770             891             -              (49)
                                              ---------        ---------       ---------     ---------        ---------
   Income (loss) before minority interest .          90            2,766            (128)       (2,623)             105
Minority interest .........................           -                -             (15)            -              (15)
                                              ---------        ---------       ---------     ---------        ---------
   Net income (loss) ......................          90            2,766            (143)       (2,623)              90

Other comprehensive income (loss):
   Foreign currency translation adjustment        1,319            1,271           2,660        (3,931)           1,319
   Deferred income (loss) on derivatives ..         116               96             (96)            -              116
                                              ---------        ---------       ---------     ---------        ---------
   Comprehensive income ...................   $   1,525        $   4,133       $   2,421     $  (6,554)       $   1,525
                                              =========        =========       =========     =========        =========
</TABLE>

                                       9







<Page>



             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                       FINANCIAL STATEMENTS - (Continued)

8. Supplemental Guarantor Information - (Continued)

                  Metallurg, Inc. and Consolidated Subsidiaries
           Condensed Consolidating Statement of Operations (Unaudited)
                     Three Quarters Ended September 30, 2001
                                 (In thousands)

<TABLE>
<CAPTION>

                                                              Combined        Combined
                                              Metallurg,      Guarantor     Non-Guarantor
                                                 Inc.       Subsidiaries    Subsidiaries     Eliminations    Consolidated
                                              ----------    ------------    --------------   ------------    ------------
<S>                                           <C>             <C>             <C>              <C>           <C>

Total revenue .............................                   $ 124,811       $ 317,742        $ (61,663)      $ 380,890
                                                              ---------       ---------        ---------       ---------

Operating costs and expenses:
  Cost of sales ...........................                     108,617         272,608          (59,745)        321,480
  Selling, general and administrative
    expenses ..............................   $   4,065           7,986          28,936             (720)         40,267
  Environmental expense recovery ..........           -            (600)              -                -            (600)
                                              ---------       ---------       ---------        ---------       ---------
  Total operating costs and expenses ......       4,065         116,003         301,544          (60,465)        361,147
                                              ---------       ---------       ---------        ---------       ---------
  Operating (loss) income .................      (4,065)          8,808          16,198           (1,198)         19,743

Other income (expense):
   Other income, net ......................           -          48,155             174          (48,155)            174
   Interest (expense) income, net .........      (7,524)            446          (2,646)               -          (9,724)
   Equity in earnings of subsidiaries .....      12,725         (43,371)            968           29,678               -
                                              ---------       ---------       ---------        ---------       ---------
   Income before income tax (benefit)
     provision and minority interest ......       1,136          14,038          14,694          (19,675)         10,193
Income tax (benefit) provision ............      (4,090)          3,564           5,530                -           5,004
                                              ---------       ---------       ---------        ---------       ---------
   Income before minority interest ........       5,226          10,474           9,164          (19,675)          5,189
Minority interest .........................           -               -              37                -              37
                                              ---------       ---------       ---------        ---------       ---------
   Net income .............................       5,226          10,474           9,201          (19,675)          5,226

Other comprehensive (loss) income:
   Foreign currency translation adjustment       (1,495)           (426)           (222)             648          (1,495)
   Deferred (loss) income on derivatives ..         (76)             96            (288)             192             (76)
                                              ---------       ---------       ---------        ---------       ---------
   Comprehensive income ...................   $   3,655       $  10,144       $   8,691        $ (18,835)      $   3,655
                                              =========       =========       =========        =========       =========
</TABLE>

                                       10






<Page>

             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                       FINANCIAL STATEMENTS - (Continued)

8.  Supplemental Guarantor Information - (Continued)

                  Metallurg, Inc. and Consolidated Subsidiaries
     Condensed Consolidating Balance Sheet at September 30, 2001 (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                              Combined        Combined
                                              Metallurg,      Guarantor     Non-Guarantor
                                                 Inc.       Subsidiaries    Subsidiaries    Eliminations    Consolidated
                                              ----------    ------------    ------------    ------------    ------------

<S>                                            <C>             <C>             <C>             <C>             <C>
ASSETS
Current Assets:
   Cash and cash equivalents ............      $  21,845       $   1,231       $  15,453       $  (9,867)      $  28,662
   Accounts, notes and loans
     receivable, net ....................         25,512          31,541          62,747         (54,957)         64,843
   Inventories ..........................              -          41,216          66,250          (4,053)        103,413
   Other current assets .................          8,631           3,899          11,190          (9,962)         13,758
                                               ---------       ---------       ---------       ---------       ---------
       Total current assets .............         55,988          77,887         155,640         (78,839)        210,676
Investments - intergroup ................         93,844          24,037          63,333        (181,214)              -
Property, plant and equipment, net ......            758          16,566          47,445               -          64,769
Other assets ............................          6,126          59,239          64,898        (108,360)         21,903
                                               ---------       ---------       ---------       ---------       ---------
       Total ............................      $ 156,716       $ 177,729       $ 331,316       $(368,413)      $ 297,348
                                               =========       =========       =========       =========       =========

LIABILITIES AND
   SHAREHOLDER'S EQUITY
Current Liabilities:
   Short-term debt and current portion of
     long-term debt .....................                                      $  16,013       $  (9,867)      $   6,146
   Trade payables .......................      $  10,919       $  42,283          49,051         (54,957)         47,296
   Accrued expenses .....................          5,674           7,110          15,338               -          28,122
   Other current liabilities ............              -           9,962           2,869          (9,962)          2,869
                                               ---------       ---------       ---------       ---------       ---------
       Total current liabilities ........         16,593          59,355          83,271         (74,786)         84,433
                                               ---------       ---------       ---------       ---------       ---------
Long-term Liabilities:
   Long-term debt .......................        100,000               -          23,173               -         123,173
   Accrued pension liabilities ..........            858               -          30,874               -          31,732
   Environmental liabilities, net .......              -          27,551           2,313               -          29,864
   Other liabilities ....................         18,363               -          49,298         (60,925)          6,736
                                               ---------       ---------       ---------       ---------       ---------
       Total long-term liabilities ......        119,221          27,551         105,658         (60,925)        191,505
                                               ---------       ---------       ---------       ---------       ---------
       Total liabilities ................        135,814          86,906         188,929        (135,711)        275,938
                                               ---------       ---------       ---------       ---------       ---------

Minority Interest .......................              -               -             508               -             508
                                               ---------       ---------       ---------       ---------       ---------

Shareholder's Equity:
   Common stock .........................             50           1,227         120,935        (122,162)             50
   Due from parent company ..............        (19,714)           --              --              --           (19,714)
   Additional paid-in capital ...........         49,166         104,945          11,927        (116,872)         49,166
   Accumulated other comprehensive
     (loss) income ......................         (8,062)         (4,956)         14,734          (9,778)         (8,062)
   Retained deficit .....................           (538)        (10,393)         (5,717)         16,110            (538)
                                               ---------       ---------       ---------       ---------       ---------
       Total shareholder's equity .......         20,902          90,823         141,879        (232,702)         20,902
                                               ---------       ---------       ---------       ---------       ---------
       Total ............................      $ 156,716       $ 177,729       $ 331,316       $(368,413)      $ 297,348
                                               =========       =========       =========       =========       =========

</TABLE>


                                       11









<Page>

             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                    NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                       FINANCIAL STATEMENTS - (Continued)

8.  Supplemental Guarantor Information - (Continued)

                  Metallurg, Inc. and Consolidated Subsidiaries
           Condensed Consolidating Statement of Cash Flows (Unaudited)
                     Three Quarters Ended September 30, 2001
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                              Combined
                                                              Combined          Non-
                                              Metallurg,      Guarantor      Guarantor
                                                 Inc.       Subsidiaries    Subsidiaries    Eliminations    Consolidated
                                              ----------    ------------    -------------   ------------    ------------

<S>                                           <C>           <C>             <C>             <C>              <C>
Cash Flows from Operating Activities .....      $ (7,158)      $  3,296       $  9,011                      $  5,149
                                                --------       --------       --------                      --------

Cash Flows from Investing Activities:
   Additions to property, plant and
     equipment ...........................           (25)        (4,952)        (6,895)                      (11,872)
   Proceeds from asset sales .............            11              -             86                            97
   Other, net ............................            60              -         (1,152)                       (1,092)
                                                --------       --------       --------                      --------
        Net cash provided by (used in)
          investing activities ...........            46         (4,952)        (7,961)                      (12,867)
                                                --------       --------       --------                      --------

Cash Flows from Financing Activities:
   Net (repayment) borrowing of intergroup
     debt ................................          (964)         1,303           (339)                            -
   Net proceeds of long-term debt ........             -              -          7,549                         7,549
   Net repayment of short-term debt ......             -              -         (4,675)      $    618         (4,057)
   Dividends received (paid) .............         4,745              -         (4,745)             -              -
                                                --------       --------       --------       --------       --------
        Net cash provided by (used in)
          financing activities............         3,781          1,303         (2,210)           618          3,492
                                                --------       --------       --------       --------       --------

Effects of exchange rate changes on cash
   and cash equivalents ..................             -              -           (514)             -           (514)
                                                --------       --------       --------       --------       --------

Net decrease in cash and cash
   equivalents ...........................        (3,331)          (353)        (1,674)           618         (4,740)
Cash and cash equivalents -
   beginning of period ...................        25,176          1,584         17,127        (10,485)        33,402
                                                --------       --------       --------       --------       --------
Cash and cash equivalents -
   end of period .........................      $ 21,845       $  1,231       $ 15,453       $ (9,867)      $ 28,662
                                                ========       ========       ========       ========       ========
</TABLE>


                                       12





<Page>



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

Forward-Looking Statements

     Certain matters discussed under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in this Form 10-Q may
constitute forward-looking statements for purposes of Section 21E of the
Securities Exchange Act of 1934, as amended, and as such may involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance and achievements of the Company to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. Factors which may cause the Company's results to be
materially different include the cyclical nature of Metallurg's business,
Metallurg's dependence on foreign customers (particularly customers in Europe),
the economic strength of Metallurg's markets generally and particularly the
strength of the demand for aluminum, superalloys, titanium alloys, iron and
steel in those markets, the accuracy of Metallurg's estimates of the costs of
environmental remediation and the extension or expiration of existing
anti-dumping duties.

Overview

     Metallurg Holdings was formed on June 10, 1998 and is owned by Safeguard
International (an international private equity fund that invests primarily in
equity securities of companies in process industries), certain limited partners
of Safeguard International, certain individuals and private equity funds that
are associated with Safeguard International. As Metallurg Holdings is a holding
company and does not have any material operations or assets other than the
ownership of Metallurg, Inc., the following discussions of the Company's results
of operations relate to Metallurg, unless otherwise indicated.

     Metallurg is a leading international producer and seller of high-quality
specialty metals, alloys and metallic chemicals which are essential to the
production of high-performance aluminum and titanium alloys, superalloys, steel
and certain non-metallic materials for engineered applications in the aerospace,
power supply, automotive, petrochemical processing and telecommunications
industries. The industries that Metallurg supplies are cyclical.

     Over the first three quarters of 2001, production in the aluminum industry
has subsided from the high levels of late 2000. The decline was particularly
pronounced in the U.S. during this period, and recently has become more notable
in Europe, Japan, and Southeast Asia. Demand for Metallurg's aluminum products
has thus been subdued in North America, but has held up well elsewhere during
the first three quarters. Metallurg carried out a rationalization of its
aluminum master alloys and grain refiner production activities during the second
quarter in order to better utilize the capabilities of its various plants and
better serve customers in this competitive and increasingly global marketplace.
As a result, melting operations are now discontinued at Shieldalloy's New Jersey
facility and production has been increased at plants in the U.K., Norway and
Brazil.

     The superalloy industry operated at a high capacity level during the first
three quarters of 2001 to meet heavy U.S. demand for power generation equipment
and aerospace materials, resulting in healthy demand for Metallurg's chromium
and high-purity niobium products.

     U.S. steel production has been quite depressed during the first three
quarters of 2001 with output falling continuously over the second and third
quarters due to the weakening economy and excess world supply. In the rest
of the world, steel production remained relatively stable for the first half of
the year, but dropped in the third quarter. Ferrovanadium demand in the U.S. was
weak over the third quarter and prices drifted lower.

     During 2000, demand for electronic components containing tantalum increased
sharply, which impacted the price of all tantalum materials as the year
progressed. Metallurg benefited, particularly in the last twelve months, in its
various tantalum operations from the consequent strengthening of its tantalum
product prices. Prices and demand have declined in 2001, but Metallurg's
products continue to be priced at higher levels than in the corresponding
periods of 2000.

                                       13







<Page>


     The third quarter is traditionally a time of weaker demand from our
customers due to summer vacations in the northern hemisphere and this year the
general weakening of world economic activity was also being increasingly felt.
The tragic events of September 11th have had a further negative impact on the
global economic outlook, and we are anticipating weakening demand and pricing
for our products in the months to come.

Results of Operations - The Quarter Ended September 30, 2001 Compared to the
Quarter Ended October 31, 2000

Metallurg Holdings

     In the quarter ended September 30, 2001, Metallurg Holdings recognized a
net loss of $2.4 million, which includes the consolidation of Metallurg (income
of $0.1 million), $1.1 million of interest expense on its Senor Discount Notes,
$1.3 million of amortization of goodwill and deferred acquisition and debt
issuance costs and $0.1 million of general overhead costs. Interest expense was
lower in 2001 reflecting the purchase by Metallurg, Inc. of $76.1 million of
face amount of the Senior Discount Notes in October 2000.

      In the quarter ended October 31, 2000, the Company recognized net income
of $27.5 million, which includes an extraordinary net gain of $32.6 million on
the extinguishment of certain Senior Discount Notes and the write-off of related
deferred issuance costs, the consolidation of Metallurg (loss of $1.4 million),
$2.4 million of interest expense on its Senior Discount Notes and $1.3 million
of amortization of goodwill and deferred acquisition and debt issuance costs.

     As Metallurg Holdings is a holding company and does not have any material
operations or assets other than the ownership of Metallurg, the following
discussion of the Company's results of operations relates to Metallurg, unless
otherwise indicated.

Metallurg

     Metallurg operates in one significant industry segment, the manufacture and
sale of performance-enhancing additives mainly for the metallurgical industry.
Metallurg is organized around its major production facilities in the U.S., the
U.K., Germany and Brazil, which are supported by an established worldwide sales
network. In addition to its own products, Metallurg distributes products
manufactured by third parties. This is a natural complement to Metallurg's
manufacturing operations and leverages its global sales staff by providing a
broader product offering to existing customers without incurring significant
additional overhead.

     Summarized financial information concerning Metallurg's reportable segments
is shown in the following table (in thousands). Each segment records direct
expenses related to its employees and operations. The "Other" column includes
corporate related items and results of subsidiaries not meeting the quantitative
thresholds as prescribed by applicable accounting rules. Metallurg does not
allocate general corporate overhead expenses to operating segments. There have
been no material changes in segment assets from the amounts disclosed in the
last annual report.

<TABLE>
<CAPTION>

                                                                                                 Intersegment  Consolidated
                             Shieldalloy   LSM        GfE        EWW        CIF       Other      Eliminations     Totals
                             ----------- -------    -------     ------    -------    -------     ------------  -------------
<S>                            <C>       <C>        <C>         <C>       <C>        <C>           <C>           <C>
Quarter Ended
     September 30, 2001
Total revenue.............     $25,810   $45,015    $18,195     $8,355    $10,632    $37,756       $(31,667)     $114,096
Gross profit..............       1,527     2,405      3,241        345      2,282      7,042           (576)       16,266
SG&A......................       2,362     2,664      3,370        416        429      3,987           (363)       12,865
Operating (loss) income..         (835)     (259)      (129)       (71)     1,853      3,055           (213)        3,401
Interest (expense)
   income, net............         (69)     (479)      (189)        54       (182)    (2,522)             -        (3,387)
Income tax (benefit)
   provision..........            (323)     (157)       217        (34)       734       (486)             -           (49)
Net (loss) income.........        (581)     (557)      (524)        17        937      3,421         (2,623)           90

</TABLE>

                                       14







<Page>


<TABLE>
<CAPTION>
                                                                                                Intersegment   Consolidated
                             Shieldalloy   LSM        GfE        EWW        CIF       Other     Eliminations      Totals
                             ----------- -------    -------     ------     ------    -------    ------------   -------------
<S>                            <C>       <C>        <C>         <C>        <C>       <C>           <C>            <C>
Quarter Ended
    October 31, 2000
Total revenue.............     $29,559   $40,787    $22,250     $7,579     $7,585    $36,579       $(26,214)      $118,125
Gross profit..............       1,890     3,862      3,650        844        994      4,449           (220)        15,469
SG&A......................       2,577     2,814      3,309        441        409      3,862              -         13,412
Operating (loss) income...        (687)    1,048        341        403        585        587           (220)         2,057
Interest income
   (expense), net.........         149      (354)      (351)        19        394     (2,356)             -         (2,499)
Income tax (benefit)
   provision..............        (224)      327         22        146         56        873              -          1,200
Net (loss) income.........        (314)      391         96        276        931     (1,719)        (1,064)        (1,403)

</TABLE>

Total Revenue

     Consolidated total revenue decreased by $4.0 million (3%) in the third
quarter of 2001 as compared to the third quarter of 2000. Shieldalloy revenue
was $3.7 million (13%) below the third quarter of 2000 due primarily to
decreased selling prices of vanadium and aluminum products. LSM revenue was $4.2
million (10%) above the third quarter of 2000. An increase in sales volume and
prices of aluminum products, chromium metal and ferrotitanium was offset by a
discontinuation of sales of certain low-margin products sourced from third
parties. GfE revenue was $4.1 million (18%) below the third quarter of 2000 due
primarily to lower sales volume of third-party nickel, niobium and ferrovanadium
products sold to the iron and steel industries. EWW revenue was $0.8 million
(10%) above the third quarter of 2000 due primarily to increased sales volume of
ferrochrome. CIF revenue was $3.0 million (40%) above the third quarter of 2000
due primarily to increased selling prices of tantalum products.

Gross Profit

     Gross profit increased to $16.3 million (14.3% of total revenue) in the
quarter ended September 30, 2001 from $15.5 million (13.1% of total revenue) in
the quarter ended October 31, 2000, an increase of 5%. Improved profitability in
tantalum-containing and niobium products was offset somewhat by reduced
profitability of ferrovanadium, ferrotitanium and aluminum products.

Selling, General and Administrative Expenses ("SG&A")

     SG&A decreased slightly to $12.9 million in the quarter ended September 30,
2001 from $13.4 million in the quarter ended October 31, 2000. For the quarter
ended September 30, 2001, SG&A represented 11.3% of total revenue compared to
11.4% for the quarter ended October 31, 2000.

Operating Income

      Operating income increased to $3.4 million in the quarter ended September
30, 2001 from $2.1 million in the quarter ended October 31, 2000, due primarily
to the increase in gross profit, discussed above.

Interest Expense, Net

      Interest expense, net, is as follows (in thousands):

<TABLE>
<CAPTION>

                                                            Quarters Ended
                                                    -------------------------------
                                                    September 30,       October 31,
                                                         2001               2000
                                                    -------------       -----------
  <S>                                                    <C>              <C>
  Interest income ..........................           $   369            $ 1,124
  Interest expense ..........................           (3,756)            (3,623)
                                                       -------            -------
     Interest expense, net..................           $(3,387)           $(2,499)
                                                       =======            =======

</TABLE>

                                       15







<Page>



     The decrease in interest income was due to lower interest rates in the
current period and lower cash balances following the purchase of Metallurg
Holdings' Senior Discount Notes for $19.7 million in October 2000.

Income Tax (Benefit) Provision, Net

     Income tax (benefit) provision, net, is as follows (in thousands):


<TABLE>
<CAPTION>

                                                             Quarters Ended
                                                     -------------------------------
                                                     September 30,       October 31,
                                                          2001               2000
                                                     -------------       -----------
  <S>                                                    <C>                <C>
  Total current .............................            $(303)            $  729
  Total deferred ............................              254                471
                                                         -----             ------
     Income tax (benefit) provision, net.....            $ (49)            $1,200
                                                         =====             ======

</TABLE>


     The difference between the statutory federal income tax rate and
Metallurg's effective rate for the quarter ended September 30, 2001 is
principally due to: (i) the excess of foreign tax rates over the statutory
federal income tax rate; (ii) the U.S. taxability of foreign dividends; and
(iii) certain deductible temporary differences which, in other circumstances
would have generated a deferred tax benefit, have been fully provided for in a
valuation allowance.

     The deferred tax provision is comprised mainly of (i) losses in certain
foreign jurisdictions for which the related deferred tax was offset by a
valuation allowance; and (ii) the deferred tax effects of certain deferred tax
assets for which a corresponding credit has been recorded to "Additional paid-in
capital", of $0.4 million in the quarter ended September 30, 2001. The deferred
tax expenses referred to in item (ii) above will not result in cash payments in
future periods.

Net Income (Loss)

     Net income was $0.1 million in the quarter ended September 30, 2001
compared to a net loss of $1.4 million in the quarter ended October 31, 2000.
The quarter ended September 30, 2001 benefited primarily from the increased
gross margins, discussed above.

Results of Operations - The Three Quarters Ended September 30, 2001 Compared to
the Three Quarters Ended October 31, 2000

Metallurg Holdings

     In the three quarters ended September 30, 2001, Metallurg Holdings
recognized a net loss of $2.1 million, which includes the consolidation of
Metallurg (income of $5.2 million), $3.2 million of interest expense on its
Senior Discount Notes, $3.9 million of amortization of goodwill and deferred
acquisition and debt issuance costs and $0.2 million of general overhead costs.
Interest expense was lower in 2001 reflecting the purchase by Metallurg, Inc. of
$76.1 million of face amount of the Senior Discount Notes in October 2000.

     In the three quarters ended October 31, 2000, the Company recognized net
income of $24.7 million, which includes an extraordinary net gain of $32.6
million on the extinguishment of certain Senior Discount Notes and the write-off
of related deferred issuance costs, the consolidation of Metallurg (income of
$3.5 million), $7.4 million of interest expense on its Senior Discount Notes and
$4.0 million of amortization of goodwill and deferred acquisition and debt
issuance costs.

     As Metallurg Holdings is a holding company and does not have any material
operations or assets other than the ownership of Metallurg, the following
discussion of the Company's results of operations relates to Metallurg, unless
otherwise indicated.

                                       16







<Page>


Metallurg

<TABLE>
<CAPTION>

                                                                                               Intersegment   Consolidated
                           Shieldalloy     LSM        GfE        EWW        CIF       Other    Eliminations      Totals
                           ------------ ---------- ---------- ---------- ---------- ---------- -------------- --------------

<S>                            <C>       <C>         <C>        <C>        <C>       <C>            <C>           <C>
 Three Quarters Ended
     September 30, 2001
Total revenue.............     $79,427   $135,147    $70,466    $29,087    $30,370   $133,567       $(97,174)     $380,890
Gross profit..............       4,299     10,803     13,675      4,771      6,479     21,301         (1,918)       59,410
SG&A......................       7,139      8,367     10,907      1,423      1,359     11,792           (720)       40,267
Environmental expense
  recovery................        (600)         -          -          -          -          -              -          (600)
Operating (loss) income..       (2,240)     2,436      2,768      3,348      5,120      9,509         (1,198)       19,743
Interest (expense)
   income, net............         (93)    (1,230)      (719)       152       (519)    (7,315)             -        (9,724)
Income tax (benefit)
   provision..........            (637)       549      1,088      1,305      1,235      1,464              -         5,004
Net (loss) income.........      (1,696)       759      1,022      2,195      3,366     19,255        (19,675)        5,226

 Three Quarters Ended
     October 31, 2001
Total revenue.............     $90,669   $133,229    $72,438    $26,364    $21,903   $117,303       $(85,335)     $376,571
Gross profit..............       7,823     13,353     11,325      3,213      2,903     12,637            (56)       51,198
SG&A......................       7,661      8,580     10,617      1,560      1,159     11,951              -        41,528
Environmental expense
  recovery................        (750)         -          -          -          -          -              -          (750)
Operating income..........         912      4,773        708      1,653      1,744        686            (56)       10,420
Interest income
   (expense), net.........         716       (808)    (1,014)        32        342     (7,116)             -        (7,848)
Income tax provision..             658      1,337        395        847         60      1,394              -         4,691
Net income (loss).........         970      2,822       (497)       838      2,035      9,930        (12,571)        3,527
</TABLE>

Total Revenue

      Consolidated total revenue increased by $4.3 million (1%) in the first
three quarters of 2001 as compared to the first three quarters of 2000.
Shieldalloy revenue was $11.2 million (12%) below the first three quarters of
2000. Increased sales volume of chrome products was more than offset by lower
sales volume and prices of vanadium and aluminum products. LSM revenue was $1.9
million (1%) above the first three quarters of 2000. An increase in sales of
aluminum products, due to increased sales volume of aluminum powder and master
alloys and the acquisition of Hydelko on March 31, 2000, and higher sales volume
of ferrotitanium and chromium metal were offset by a discontinuation of sales of
certain low-margin products sourced from third parties. GfE revenue was $2.0
million (3%) below the first three quarters of 2000. Increased sales volume and
selling prices of specialty coating materials and alloys for the titanium
industry were more than offset by decreased volume and selling prices of
third-party nickel, niobium and ferrovanadium products sold to the iron and
steel industries. CIF revenue was $8.5 million (39%) above the first three
quarters of 2000 due primarily to increased selling prices of tantalum products.
Increased revenue at EWW and from distribution activities included in "Other"
above was primarily the result of increased volume and/or selling prices of
tantalum-containing products.

Gross Profit

      Gross profit increased to $59.4 million (15.6% of total revenue) in the
three quarters ended September 30, 2001 from $51.2 million (13.6% of total
revenue) in the three quarters ended October 31, 2000, an increase of 16%.
Improved profitability in tantalum-containing and niobium products and specialty
coating materials was offset somewhat by reduced profitability of ferrovanadium,
ferrotitanium and aluminum products.


                                       17






<Page>

Selling, General and Administrative Expenses

      SG&A decreased slightly to $40.3 million in the three quarters ended
September 30, 2001 from $41.5 million in the three quarters ended October 31,
2000. For the three quarters ended September 30, 2001, SG&A represented 10.6% of
total revenue compared to 11.0% for the three quarters ended October 31, 2000.

Operating Income

      Operating income increased to $19.7 million in the three quarters ended
September 30, 2001 from $10.4 million in the three quarters ended October 31,
2000, due primarily to the increase in gross profit, discussed above. In
addition, Shieldalloy recognized an environmental expense recovery of $0.6
million in the three quarters ended September 30, 2001 compared to $0.8 million
in the three quarters ended October 31, 2000 upon settlements of legal actions
relating to environmental matters at its New Jersey facility.

Interest Expense, Net

      Interest expense, net, is as follows (in thousands):

<TABLE>
<CAPTION>

                                                         Three Quarters Ended
                                                    ------------------------------
                                                    September 30,      October 31,
                                                        2001                2000
                                                      -------             -------
<S>                                                  <C>                 <C>
  Interest income .........................          $  1,397            $  2,787
  Interest expense .........................          (11,121)            (10,635)
                                                     --------            --------
     Interest expense, net.................          $ (9,724)           $ (7,848)
                                                     ========            ========
</TABLE>


      The decrease in interest income was due to lower interest rates in the
current year and lower cash balances following the purchase of Metallurg
Holdings' Senior Discount Notes for $19.7 million in October 2000.

Income Tax Provision, Net

      Income tax provision, net of tax benefits, is as follows (in thousands):


<TABLE>
<CAPTION>
                                                         Three Quarters Ended
                                                    ------------------------------
                                                    September 30,      October 31,
                                                        2001                2000
                                                      -------             -------

<S>                                                    <C>                 <C>
  Total current ...........................            $2,653              $2,866
  Total deferred ...........................            2,351               1,825
                                                      -------             -------
     Income tax provision, net............             $5,004              $4,691
                                                      =======             =======
</TABLE>


      The difference between the statutory federal income tax rate and
Metallurg's effective rate for the three quarters ended September 30, 2001 is
principally due to: (i) the excess of foreign tax rates over the statutory
federal income tax rate; (ii) the U.S. taxability of foreign dividends; and
(iii) certain deductible temporary differences which, in other circumstances
would have generated a deferred tax benefit, have been fully provided for in a
valuation allowance.

      The deferred tax provision is comprised mainly of (i) losses in certain
foreign jurisdictions for which the related deferred tax was offset by a
valuation allowance; (ii) the deferred tax effects of certain tax assets,
primarily foreign net operating losses, for which the benefit had been
previously recognized of $0.7 million in the three quarters ended September 30,
2001; and (iii) the deferred tax effects of certain deferred tax assets for
which a corresponding credit has been recorded to "Additional paid-in capital",
of $1.5 million in the three quarters ended September 30, 2001. The deferred tax
expenses referred to in items (ii) and (iii) above will not result in cash
payments in future periods.


                                       18








<Page>

Net Income

      Net income was $5.2 million in the three quarters ended September 30, 2001
compared to $3.5 million in the three quarters ended October 31, 2000. The net
income for the three quarters ended September 30, 2001 benefited primarily from
the increased gross margins, discussed above, whereas the net income for the
three quarters ended October 31, 2000 resulted primarily from a pre-tax gain of
approximately $5.1 million, recorded in other income, on the sale of Metallurg's
interest in Solikamsk Magnesium Works.

Liquidity and Financial Resources

General

      The Company's sources of liquidity include cash and cash equivalents, cash
from operations and amounts available under credit facilities. At September 30,
2001, the Company had $28.7 million in cash and cash equivalents. The Company
believes that these sources are sufficient to fund current and anticipated
future requirements through the next twelve months.

      At September 30, 2001, the Company had working capital of $126.5 million,
as compared to $121.3 million at December 31, 2000. For the first three quarters
of 2001, the Company's operations provided $4.6 million in cash primarily from
Metallurg's net income.

Credit Facilities and Other Financing Arrangements

      Metallurg has a credit facility with certain financial institutions led by
Fleet National Bank as agent (the "Revolving Credit Facility") which provides
Metallurg, Inc., Shieldalloy and certain of their subsidiaries with up to $50.0
million of financing resources, including a German subfacility (as discussed
below). Interest is charged at a rate per annum equal to (i) LIBOR plus 2.0% -
2.5% or (ii) Prime plus up to 1%, based on the performance of Metallurg, Inc.
and certain of its subsidiaries. The Revolving Credit Facility permits
borrowings of up to $50.0 million for working capital requirements and general
corporate purposes, up to $35.0 million of which may be used for letters of
credit in the U.S. As part of the Revolving Credit Facility, Fleet National
Bank, through its London office, makes available up to DM 20.5 million ($9.6
million) of financing to GfE, which is guaranteed by Metallurg, Inc. and the
other U.S. borrowers under the Revolving Credit Facility. At September 30, 2001,
no loans were outstanding and $23.2 million of letters of credit were
outstanding in the U.S.

      During the second quarter, LSM extended and restructured its revolving
credit facilities and term loans with Barclays Bank plc and HSBC Bank plc. The
agreements provide LSM with several facilities. Three overdraft facilities
provide LSM with up to 'L'8.5 million ($12.5 million) of borrowings,
'L'43.3 million ($63.8 million) in notional amount of foreign exchange
contracts and options and 'L'2.8 million ($4.1 million) for other ancillary
banking arrangements, including bank guarantees. Borrowings under these
facilities are payable on demand. Outstanding loans under this facility bear
interest at a rate of 1.0% over the lender's base rate. Four revolving term loan
facilities provide for borrowings up to 'L'12.0 million ($17.7 million) at
interest rates of LIBOR plus 0.75% - 0.95%. LSM is required to pay fees ranging
from 0.375% to 0.475% per annum on the unused portion of these facilities. Two
of the facilities expire during the second quarter of 2004 while the other two
expire during the second quarter of 2006. These term loan facilities require LSM
to comply with various covenants, including the maintenance of minimum net worth
and interest coverage. The proceeds from these loans were used to refinance
existing term loans and overdraft facilities. At September 30, 2001, LSM had
'L'1.7 million ($2.5 million) outstanding under the overdraft facilities and
'L'12.0 million ($17.7 million) outstanding under the revolving term loan
facilities.

      In addition, certain other foreign subsidiaries of Metallurg have credit
facility arrangements with local banking institutions to provide funds for
working capital and general corporate purposes. These local credit facilities
contain restrictions that vary from company to company. At September 30, 2001,
there were $2.5 million of outstanding loans under these local credit
facilities.


                                       19








<Page>

Capital Expenditures

      Metallurg invested $11.9 million in capital expenditures during the first
three quarters of 2001. Capital expenditures are expected to total approximately
$18 million in 2001. Although Metallurg has projected these items in 2001,
Metallurg has not committed purchases to vendors for all of these projects as
some projects remain contingent on final approvals and other conditions and the
actual timing of expenditures may extend into 2002. Metallurg believes that
these projects will be funded through existing and future internally generated
cash and credit lines.

Environmental Remediation Costs

      Losses associated with environmental remediation obligations are accrued
when such losses are deemed probable and reasonably estimable. Such accruals
generally are recognized no later than the completion of the remedial
feasibility study and are adjusted as further information develops or
circumstances change. Costs of future expenditures for environmental remediation
obligations are generally not discounted to their present value. During the
first three quarters of 2001, Metallurg expended $1.4 million for environmental
remediation expenses that have been previously accrued.

      In 1997, Shieldalloy entered into settlement agreements with various
environmental regulatory authorities with regard to all of the significant
environmental remediation liabilities of which it is aware. Pursuant to these
agreements, Shieldalloy has agreed to perform environmental remediation that, as
of September 30, 2001, had an accrual of $31.2 million for the remaining
estimated cost of completion. Of this amount, $0.7 million is expected to be
expended in the last quarter of 2001, $3.6 million in 2002 and $2.3 million in
2003. In addition, Metallurg had accruals of $3.1 million for estimated
expenditures with respect to environmental remediation at its foreign
facilities. Of this amount, $0.8 million is expected to be expended over the
next three years.


                                       20








<Page>

         ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

      Refer to the Market Risk section of Management's Discussion and Analysis
of Financial Condition and Results of Operations included in the Company's
annual report on Form 10-K for the year ended December 31, 2000, which is
incorporated by reference herein.



                                       21








<Page>


                           PART II - OTHER INFORMATION

                    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

      (a)  EXHIBITS

           10.1   Second Amendment to Amended and Restated Loan Agreement (dated
                  as of October 29, 1999), dated as of November 3, 2000, by and
                  among Metallurg, Inc., Shieldalloy Metallurgical Corporation
                  and Metallurg International Resources, LLC, as Borrowers,
                  Metallurg Services, Inc., MIR (China), Inc. and Metallurg
                  Holdings Corporation, as Guarantors, and Fleet National Bank
                  (formerly known as BankBoston, N.A.) as Agent for itself and
                  the other financial institutions parties thereto, and the
                  banks named therein.

           10.2   Third Amendment to Amended and Restated Loan Agreement (dated
                  as of October 29, 1999), dated as of July 2, 2001, among
                  Metallurg, Inc., Shieldalloy Metallurgical Corporation and
                  Metallurg International Resources, LLC, as Borrowers,
                  Metallurg Services, Inc., Metallurg Holdings Corporation and
                  MIR (China), Inc. as Guarantors, and Fleet National Bank
                  (formerly known as BankBoston, N.A.) as Agent for itself and
                  the other financial institutions parties thereto, and the
                  banks named therein.

           10.3   Fourth Amendment, dated as of July 2, 2001, to German Loan
                  Agreement (dated as of October 20, 1997, as amended and
                  restated as of July 22, 1998), by and among GfE Gesellschaft
                  fur Elektrometallurgie mbH, GfE Umwelttecknik GmbH, GfE
                  Giesserei-und Stahlwerksbedarf GmbH, GfE Metalle und
                  Materialien GmbH, Keramed Medizintechnik GmbH and Fleet
                  National Bank (formerly known as BankBoston, N.A.), London
                  Branch.

      (b)  REPORTS ON FORM 8-K

           None



                                       22








<Page>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on November 13, 2001 on its
behalf by the undersigned thereunto duly authorized.

                                       METALLURG HOLDINGS, INC.
                                       By:    /s/ Arthur R. Spector
                                          -------------------------
                                       Arthur R. Spector
                                       Executive Vice President
                                       (Principal Financial Officer and
                                       Principal Accounting Officer)



                                       23





                          STATEMENT OF DIFFERENCES
                          ------------------------

 The British pound sterling sign shall be expressed as.................. 'L'
 The section symbol shall be expressed as............................... 'SS'