METAL MANAGEMENT INC - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003

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

COMMISSION FILE NO. 0-14836

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

DELAWARE 94-2835068
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

500 NORTH DEARBORN ST., SUITE 405, CHICAGO, IL 60610
(Address of principal executive offices)

Registrant's telephone number, including area code: (312) 645-0700

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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 ___

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ___ No X

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No ___

As of January 23, 2004, the registrant had 11,056,452 shares of common
stock outstanding.

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INDEX

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

METAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)

See accompanying notes to consolidated financial statements

1

METAL MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)

See accompanying notes to consolidated financial statements

2

METAL MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

See accompanying notes to consolidated financial statements

3

METAL MANAGEMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(unaudited, in thousands)

See accompanying notes to consolidated financial statements

4

METAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 -- GENERAL

Business
Metal Management, Inc., a Delaware corporation, and its wholly owned
subsidiaries (the "Company") are principally engaged in the business of
collecting and processing ferrous and non-ferrous metals. The Company collects
industrial scrap metal and obsolete scrap metal, processes it into reusable
forms, and supplies the recycled metals to its customers, including electric-arc
furnace mills, integrated steel mills, foundries, secondary smelters and metals
brokers. These services are provided through the Company's recycling facilities
located in 13 states. The Company's ferrous products primarily include shredded,
sheared, cold briquetted and bundled scrap metal, and other purchased scrap
metal, such as turnings, cast and broken furnace iron. The Company also
processes non-ferrous metals, including aluminum, stainless steel, copper,
brass, titanium and high-temperature alloys, using similar techniques and
through application of certain of the Company's proprietary technologies.

Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC"). All significant intercompany accounts,
transactions and profits have been eliminated. Certain information related to
the Company's organization, significant accounting policies and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
These unaudited consolidated financial statements reflect, in the opinion of
management, all material adjustments (which include only normal recurring
adjustments) necessary to fairly state the financial position and the results of
operations for the periods presented. Certain amounts have been reclassified
from the previously reported financial statements in order to conform to the
financial statement presentation of the current period.

Operating results for interim periods are not necessarily indicative of the
results that can be expected for a full year. These interim financial statements
should be read in conjunction with the Company's audited consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended March 31, 2003.

Recent Accounting Pronouncements
In November 2002, the Financial Accounting Standards Board (the "FASB")
issued Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others" ("FIN 45"). FIN 45 requires certain guarantees be recorded at fair value
as opposed to the prior practice of recording a liability only when a loss is
probable and reasonably estimable. FIN 45 also requires a guarantor to make
significant new guarantee disclosures, even when the likelihood of making any
payments under the guarantee is remote. The Company adopted this interpretation
on December 31, 2002. The adoption of this interpretation had no impact on the
Company's consolidated financial statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). FIN 46 clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," and
provides accounting guidance for consolidation of variable interest entities.
The consolidation requirements of FIN 46 apply immediately to any variable
interest entities created after January 31, 2003. The provisions of FIN 46 for
interests acquired in variable interest entities prior to February 1, 2003 will
apply for periods ending after December 15, 2003. The adoption of this
interpretation had no impact on the Company's consolidated financial statements.

In April 2003, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities." SFAS No. 149 amends
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SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," to
provide clarification on the financial accounting and reporting of derivative
instruments and hedging activities and requires that contracts with similar
characteristics be accounted for on a comparable basis. The provisions of SFAS
No. 149 are effective for contracts entered into or modified after June 30,
2003, and for hedging relationships designated after June 30, 2003. The adoption
of this statement had no impact on the Company's consolidated financial
statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards on the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. The
provisions of SFAS No. 150 are effective for financial instruments entered into
or modified after May 31, 2003 and to all other instruments that exist as of the
beginning of the first interim financial reporting period beginning after June
15, 2003. The adoption of this statement had no impact on the Company's
consolidated financial statements.

In December 2003, the FASB revised SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." This revised statement
retains the requirements of the original SFAS No. 132, which standardized
employers' disclosures about pensions and other postretirement benefits, and
requires additional disclosures concerning the economic resources and
obligations related to pension plans and other postretirement benefits. This
revised statement is effective for fiscal years ending after December 15, 2003.
The Company will revise its disclosures to meet the requirements under this
revised standard in its financial statements for the fiscal year ended March 31,
2004.

Restricted Stock
In May 2003, the Company granted 20,776 shares of restricted stock under
its 2002 Incentive Stock Plan to certain employees, giving them the rights of
stockholders, except that they may not sell, assign, pledge or otherwise
encumber such shares. Such shares are subject to forfeiture if certain
employment conditions are not met (see Note 8 -- Subsequent Event).

The fair value of the restricted stock at the date of grant has been
amortized to expense ratably over its vesting period. The Company recorded stock
compensation expense of approximately $46,000 and $116,000 related to restricted
stock in the three and nine months ended December 31, 2003, respectively.

Stock-Based Compensation
The Company accounts for its stock-based compensation plans under the
recognition and measurement principles of Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees," and related
interpretations and complies with the disclosure-only provisions of SFAS No.
148, "Accounting for Stock-Based Compensation -- Transition and Disclosure."
Pursuant to APB No. 25, stock-based compensation cost is not recognized with
respect to options and warrants granted that have an exercise price equal or
greater than the market value of the common stock on the date of grant.

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Net income, as reported, includes the after-tax impact of stock
compensation expense related to restricted stock grants. The following table
illustrates the pro forma effects on net income and earnings per share had the
Company applied the fair value recognition provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation
(in thousands, except for earnings per share):

7

NOTE 2 -- EARNINGS PER SHARE

Basic earnings per share ("EPS") is computed by dividing net income by the
weighted average common shares outstanding. Diluted EPS reflects the potential
dilution that could occur from the exercise of stock options and warrants. The
following is a reconciliation of the numerators and denominators used in
computing EPS (in thousands, except per share amounts):

For the three and nine months ended December 31, 2003, all outstanding
options and warrants were included in the diluted EPS calculation. For the three
months ended December 31, 2002, options and warrants to purchase 2,617,500
shares of common stock were excluded from the diluted EPS calculation due to the
net loss for the period. For the nine months ended December 31, 2002, options
and warrants to purchase 2,297,500 shares of common stock were excluded from the
diluted EPS calculation as the option and warrant exercise prices were greater
than the average market price of the Company's common stock for the period.

NOTE 3 -- SUPPLEMENTAL INFORMATION

Inventories
Inventories for all periods presented are stated at the lower of cost or
market. Cost is determined principally on the average cost method. Inventories
consisted of the following at (in thousands):

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Property and Equipment
Property and equipment consisted of the following at (in thousands):

Other Accrued Liabilities
Other accrued liabilities consisted of the following at (in thousands):

Interest and Other Income (Expense)
Significant components of interest and other income (expense) are as
follows (in thousands):

During the nine months ended December 31, 2002, the Company sold parcels of
real property in California and Ohio that were classified as "held for sale."
These real property sales resulted in an aggregate pre-tax gain of approximately
$3.3 million.

Non-cash and non-recurring income

During the three months ended December 31, 2001, the Company recognized a
$3.1 million asset impairment charge related to its decision to exit its
operations in California. During December 2002, the Company completed the exit
from its California operations and generated $0.7 million more proceeds from the
sale of assets than originally anticipated. As a result, during the three months
ended December 31, 2002, the Company recognized a non-cash and non-recurring
credit of $0.7 million.

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NOTE 4 -- ACQUISITIONS, GOODWILL AND OTHER INTANGIBLES

In November 2003, the Company acquired certain scrap metal recycling assets
of H. Bixon and Sons in Connecticut. The aggregate purchase consideration was
$1.0 million consisting of (i) $0.9 million of cash paid at closing, (ii)
contingent consideration of up to $300,000 per year for three years based on the
achievement of certain earn out targets, and (iii) $0.1 million of transaction
costs. The Company obtained independent valuations on the equipment purchased
and allocated the purchase consideration as follows: (i) approximately $1.2
million to the fair value of equipment and (ii) $0.2 million to liabilities.

Goodwill and other intangibles consisted of the following at (in
thousands):

Total amortization expense for other intangibles during the three and nine
months ended December 31, 2003 was $36,000 and $109,000, respectively. Based on
the other intangibles recorded as of December 31, 2003, annual amortization
expense for other intangibles will be approximately $0.1 million for each of the
next five fiscal years.

During the nine months ended December 31, 2003, the Company reduced
goodwill by $3.3 million as a result of the utilization of pre-emergence
deferred tax assets (see Note 6 -- Income Taxes).

NOTE 5 -- LONG-TERM DEBT

Long-term debt consisted of the following at (in thousands):

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* See "Amendment to the Credit Agreement and its Effect on Classification of the
Credit Agreement" discussion below.

Credit Agreement

On August 13, 2003, the Company entered into an amended and restated credit
facility (the "Credit Agreement") with Deutsche Bank Trust Company Americas, as
agent for the lenders thereunder. The Credit Agreement provides for maximum
borrowings of $130 million and expires on July 1, 2007. $110 million of the
Credit Agreement is available as a revolving loan and letter of credit facility
and $20 million is available as a term loan. In consideration for the Credit
Agreement, the Company paid fees and expenses of approximately

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$2.6 million. The Credit Agreement is available to fund working capital needs
and for general corporate purposes.

Borrowings under the Credit Agreement are subject to certain borrowing base
limitations based upon a formula equal to 85% of eligible accounts receivable,
the lesser of $45 million or 70% of eligible inventory, a fixed asset sublimit
of $10.2 million as of December 31, 2003, and a term loan of $20.0 million (the
"Term Loan"). The fixed asset sublimit amortizes by $2.5 million on a quarterly
basis and under certain other conditions. Upon the full amortization of the
fixed asset sublimit, the Term Loan will then amortize by $2.5 million on a
quarterly basis and under certain other conditions. A security interest in
substantially all of the assets and properties of the Company, including pledges
of the capital stock of the Company's subsidiaries, has been granted to the
agent for the lenders as collateral against the obligations of the Company under
the Credit Agreement. Pursuant to the Credit Agreement, the Company pays a fee
of .375% on the undrawn portion of the facility.

Borrowings on all outstanding balances under the Credit Agreement (other
than the Term Loan) bear interest, at the Company's option, either at the prime
rate (as specified by Deutsche Bank AG, New York Branch) plus a margin or LIBOR
plus a margin. The margin on prime rate loans range from 0.50% to 1.00% and the
margin on LIBOR loans range from 2.50% to 3.00%. The margin is based on the
leverage ratio (as defined in the Credit Agreement) achieved by the Company for
the preceding quarter. Borrowings under the Term Loan bear interest at LIBOR
plus 6.00% (with a floor on LIBOR equal to 2.50%).

Under the Credit Agreement, the Company is required to satisfy specified
financial covenants, including a minimum fixed charge coverage ratio of 1.25 to
1.00 and a maximum leverage ratio of 3.00 to 1.00, through December 31, 2004.
After December 31, 2004, the maximum leverage ratio is 2.25 to 1.00. Both ratios
are tested for the twelve-month period ending each fiscal quarter. The Credit
Agreement also provides for maximum capital expenditures of $16 million for the
twelve-month period ending each fiscal quarter.

The Credit Agreement also contains restrictions which, among other things,
limit the Company's ability to (i) incur additional indebtedness; (ii) pay
dividends; (iii) enter into transactions with affiliates; (iv) enter into
certain asset sales; (v) engage in certain acquisitions, investments, mergers
and consolidations; (vi) prepay certain other indebtedness; (vii) create liens
and encumbrances on the Company's assets; and (viii) other matters customarily
restricted in such agreements.

The Company's ability to meet financial ratios and tests in the future may
be affected by events beyond its control, including fluctuations in operating
cash flows and working capital. While the Company currently expects to be in
compliance with the covenants and satisfy the financial ratios and tests in the
future, there can be no assurance that the Company will meet such financial
ratios and tests or that it will be able to obtain future amendments or waivers
to the Credit Agreement, if so needed, to avoid a default. In the event of a
default, the lenders could elect to not make loans available to the Company and
declare all amounts borrowed under the Credit Agreement to be due and payable.

Amendment to the Credit Agreement and its Effect on Classification of the Credit
Agreement
The Credit Agreement was amended on February 10, 2004. The amendment
eliminated the requirement that all proceeds from the collection of customer
accounts be swept automatically to an account that reduced borrowings under the
Credit Agreement from and after the closing date of the Credit Agreement,
provided the Company satisfies certain conditions as specified in the Credit
Agreement. Pursuant to the amendment, the Company now controls all collections
through its lock-box accounts. As a result of the amendment, and the expectation
that the Company will satisfy the conditions specified in the Credit Agreement,
the Company classifies the amounts outstanding under the Credit Agreement as a
long-term obligation as of December 31, 2003. The Credit Agreement, which was
entered into by the Company on August 13, 2003, matures on July 1, 2007 subject
to the terms and conditions of the Credit Agreement.

Prior to the amendment, the Credit Agreement required the Company to remit
all collections received into its lock-box accounts into an account that would
automatically reduce the borrowings under the Credit Agreement. Recently, the
Company determined that the Credit Agreement contains provisions that are deemed
to be subjective acceleration clauses which provide the lenders with an ability
to restrict future
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borrowings under the Credit Agreement. In accordance with Emerging Issues Task
Force Issue No. 95-22, "Balance Sheet Classification of Borrowings Outstanding
under Revolving Credit Agreements That Include both a Subjective Acceleration
Clause and a Lock-Box Arrangement," the existence of the lock-box arrangement
and subjective acceleration clauses requires the classification of the Credit
Agreement as a current liability for dates preceding the amendment. The
Company's prior credit agreement, which was repaid in its entirety on August 13,
2003, had similar lock-box arrangements and subjective acceleration clauses.
Accordingly, the Company has restated through reclassification its March 31,
2003 balance sheet to properly classify the amounts outstanding under that prior
credit agreement as a current liability. There were no other changes to the
balance sheet and no changes to the results of operations. The reclassification
of amounts owing under the Company's prior credit agreement (which was repaid on
August 13, 2003) to a short-term liability at March 31, 2003 does not affect the
Company's operating results, cash flows or liquidity.

Debt Extinguishment
On April 1, 2003, the Company adopted SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement requires the classification of gains and losses
from extinguishment of debt as a component of income from operations. The
Company previously recorded gains and losses from extinguishments of debt as an
extraordinary item, net of income taxes. For the three and nine months ended
December 31, 2002, the Company reclassified $324,000 ($123,000 net of tax) and
$607,000 ($359,000 net of tax), respectively, from extraordinary gain on
extinguishment of debt to gain on debt extinguishment.

On August 14, 2003, the Company purchased approximately $30.5 million par
amount of Junior Secured Notes at a price of 101% of the principal amount, plus
accrued and unpaid interest. On September 18, 2003, the Company redeemed the
remaining $1.0 million par amount of Junior Secured Notes at a price of 100% of
the principal amount, plus accrued and unpaid interest. The repurchase and
redemption of the Junior Secured Notes resulted in the recognition of a $0.4
million loss on debt extinguishment during the nine months ended December 31,
2003. The Company used availability under the Credit Agreement to fund the
repurchase and redemption of the Junior Secured Notes. The Junior Secured Notes
were cancelled following the redemption of the remaining notes on September 18,
2003.

NOTE 6 -- INCOME TAXES

The Company recorded income tax expense of $2.2 million and $11.6 million
in the three and nine months ended December 31, 2003, respectively. The
effective income tax rate differs from the statutory tax rate primarily due to
tax benefits associated with export sales. During the nine months ended December
31, 2003, the Company also recorded a tax benefit of $2.1 million, related to
the exercise of stock options and warrants, as an increase to additional paid-in
capital. The tax benefits from the exercise of stock options and warrants
resulted in a lower utilization of net operating loss ("NOL") carryforwards, but
had no impact on the effective income tax rate.

Upon emergence from bankruptcy on June 29, 2001, the Company had available
NOL carryforwards of approximately $112 million, which expire through 2022, and
net deferred tax assets (including NOL carryforwards) of approximately $75
million. In accordance with SFAS No. 109, "Accounting for Income Taxes,"
realization of net deferred tax assets that existed as of the emergence date
will first reduce goodwill until exhausted and thereafter are reported as an
increase to additional paid-in capital. In addition, the use of emergence date
net deferred tax assets results in the recognition of income tax expense without
the corresponding payment of cash taxes.

The Company had previously recorded a full valuation allowance against the
emergence date net deferred tax assets, including NOL carryforwards, due to the
uncertainty regarding their ultimate realization. During the three months ended
December 31, 2003, the Company filed its tax return for the year ended March 31,
2003, recorded the final effects of post and pre-emergence tax positions and
updated its forecasts of future operations. The updated forecasts took into
consideration current market conditions and the eight consecutive quarters of
profitable operations through December 2003. Based on these factors, the Company
reversed the valuation allowance recorded against the emergence date net
deferred tax assets because it now believes it is
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more likely than not that these deferred tax assets will be realized.
Significant judgment is required in these evaluations, and differences in future
results from the Company's estimates could result in material differences in the
realization of these assets.

The Company's December 31, 2003 balance sheet reflects net deferred tax
assets of $51.1 million. In accordance with SFAS No. 109, the reversal of the
emergence date valuation allowance was recorded as an increase to paid-in
capital. The Company did not reverse $2.4 million of valuation allowance
associated with certain state NOL carryforwards due to either their short
expiration periods or expectation that these state NOL carryforwards may not be
utilized.

The Company's ability to utilize NOL carryforwards could become subject to
annual limitations under Section 382 of the Internal Revenue Code if a change of
control occurs, as defined by the Internal Revenue Code, and could result in the
Company having increased income tax payment obligations.

NOTE 7 -- COMMITMENTS AND CONTINGENCIES

Environmental Matters
The Company is subject to comprehensive local, state, federal and
international regulatory and statutory requirements relating to the acceptance,
storage, handling and disposal of solid waste and waste water, air emissions,
soil contamination and employee health, among others. The Company believes that
it and its subsidiaries are in material compliance with currently applicable
environmental and other applicable laws and regulations. However, environmental
legislation may in the future be enacted and create liability for past actions
and the Company or its subsidiaries may be fined or held liable for damages.

Certain of the Company's subsidiaries receive, from time to time, notices
from the United States Environmental Protection Agency that these companies and
numerous other parties are considered potentially responsible parties and may be
obligated under Superfund, or similar state regulatory schemes, to pay a portion
of the cost of remedial investigation, feasibility studies and, ultimately,
remediation to correct alleged releases of hazardous substances at various third
party sites. Superfund may impose joint and several liability for the costs of
remedial investigations and actions on the entities that arranged for disposal
of certain wastes, the waste transporters that selected the disposal sites, and
the owners and operators of these sites. Responsible parties (or any one of
them) may be required to bear all of such costs regardless of fault, legality of
the original disposal, or ownership of the disposal site. Although recent
amendments to the Superfund law have limited the exposure of scrap metal
recyclers under Superfund for sales of recyclable material, the Company can
provide no assurance that it will not become liable in the future for
significant costs or penalties associated with the investigation and remediation
of Superfund sites.

On July 1, 1998, Metal Management Connecticut, Inc. ("MTLM-Connecticut"), a
subsidiary of the Company, acquired the scrap metal recycling assets of Joseph
A. Schiavone Corp. (formerly known as Michael Schiavone & Sons, Inc.). The
acquired assets include real property in North Haven, Connecticut upon which
MTLM-Connecticut's scrap metal recycling operations are currently performed (the
"North Haven Facility"). The owner of Joseph A. Schiavone Corp. was Michael
Schiavone ("Schiavone"). On March 31, 2003, the Connecticut Department of
Environmental Protection filed suit against Joseph A. Schiavone Corp.,
Schiavone, and MTLM-Connecticut in the Superior Court of the State of
Connecticut -- Judicial District of Hartford. The suit alleges, among other
things, that the North Haven Facility discharged and continues to discharge
contaminants, including oily material, into the environment and has failed to
comply with the terms of certain permits and other filing requirements. The suit
seeks injunctions to restrict MTLM-Connecticut from maintaining discharges and
to require MTLM-Connecticut to remediate the facility. The suit also seeks civil
penalties from all of the defendants in accordance with Connecticut
environmental statutes. At this stage, the Company is not able to predict
MTLM-Connecticut's potential liability in connection with this action or any
required investigation and/or remediation. The Company believes that
MTLM-Connecticut has meritorious defenses to certain of the claims asserted in
the suit and MTLM-Connecticut intends to vigorously defend itself against the
claims. In addition, the Company believes it is entitled to indemnification from
Joseph A. Schiavone Corp. and Schiavone for some or all of the obligations and
liabilities that may be imposed on MTLM-Connecticut in connection with this
matter under

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the various agreements governing its purchase of the North Haven Facility from
Joseph A. Schiavone Corp. The Company cannot provide assurances that Joseph A.
Schiavone Corp. or Schiavone will have sufficient resources to fund any or all
indemnifiable claims that the Company may assert.

During the period from September 2002 to the present, the Arizona
Department of Environmental Quality ("ADEQ") issued Notices of Violations
("NOVs") to Metal Management Arizona L.L.C. ("MTLM-Arizona"), a subsidiary of
the Company, for alleged violations at MTLM-Arizona's Tucson and Phoenix
facilities including: (i) not developing and submitting a "Solid Waste Facility
Site Plan"; (ii) placing shredder residue on a surface that does not meet
Arizona's permeability specifications; (iii) alleged failure to follow ADEQ
protocol for sampling and analysis of waste from the shredding of motor vehicles
at the Phoenix facility; and (iv) use of excavated soil used to stabilize
railroad tracks adjacent to the Phoenix facility. On September 5, 2003,
MTLM-Arizona was notified that ADEQ had referred the outstanding NOV issues to
the Arizona Attorney General. MTLM-Arizona is cooperating fully with ADEQ and
the Arizona Attorney General's office. At this preliminary stage, the Company
cannot predict MTLM-Arizona's potential liability, if any, in connection with
the NOVs or any required remediation.

On April 29, 1998, Metal Management Midwest, Inc. ("MTLM-Midwest"), a
subsidiary of the Company, acquired substantially all of the operating assets of
138 Scrap, Inc. ("138 Scrap") that were used in its scrap metal recycling
business. Most of these assets were located at a recycling facility in
Riverdale, Illinois (the "Facility"). In early November 2003, MTLM-Midwest was
served with a Notice of Intent to Sue (the "Notice") by The Jeff Diver Group,
L.L.C., on behalf of the Village of Riverdale, alleging, among other things,
that the release or disposal of hazardous substances within the meaning of the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA")
has occurred at an approximately 57 acre property in the Village of Riverdale
(which includes the 8.8 acre Facility that was leased by MTLM-Midwest until
December 31, 2003). The Notice indicates that the Village of Riverdale intends
to file suit against MTLM-Midwest (directly and as a successor to 138 Scrap) and
numerous other third parties under one or both of CERCLA and the Resource
Conservation and Recovery Act. At this preliminary stage, the Company cannot
predict MTLM-Midwest's potential liability, if any, in connection with such
lawsuit or any required remediation. The Company believes that it has
meritorious defenses to certain of the claims outlined in the Notice and
MTLM-Midwest intends to vigorously defend itself against any claims ultimately
asserted by the Village of Riverdale. In addition, although the Company believes
that it would be entitled to indemnification from the sellers of 138 Scrap for
some or all of the obligations that may be imposed on MTLM-Midwest in connection
with this matter under the agreement governing its purchase of the operating
assets of 138 Scrap, the Company cannot provide assurances that any of the
sellers will have sufficient resources to fund any indemnifiable claims to which
the Company may be entitled.

Legal Proceedings
In January 2003, the Company received a subpoena requesting that it provide
documents to a grand jury that is investigating scrap metal purchasing practices
in the four state region of Ohio, Illinois, Indiana and Michigan. The Company is
fully cooperating with the subpoena and the grand jury's investigation. The
Company is unable at this preliminary stage to determine future legal costs or
other costs to be incurred in responding to such subpoena or other impact to the
Company of such investigation.

From time to time, the Company is involved in various litigation matters
involving ordinary and routine claims incidental to its business. A significant
portion of these matters result from environmental compliance issues and workers
compensation related claims arising from the Company's operations. There are
presently no legal proceedings pending against the Company, which, in the
opinion of the Company's management, is likely to have a material adverse effect
on its business, financial condition or results of operations.

Purchase of Real Property
In August 2003, the Company exercised a purchase option for land on which
it operates a scrap metals recycling facility in Houston, Texas. The land
purchase closed on January 21, 2004 for a purchase price of approximately $4.0
million. The Company financed $2.5 million of the purchase price from a
promissory note which bears interest at 5.5% and is due on January 1, 2009 and
the remaining balance from working capital.

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NOTE 8 -- SUBSEQUENT EVENT

Effective as of January 16, 2004, Albert A. Cozzi resigned as a director
and Chief Executive Officer of the Company. The Company's Board of Directors
appointed Daniel W. Dienst as its new Chief Executive Officer. Mr. Dienst has
been the Chairman of the Board since April 1, 2003 and a director since June
2001. Effective as of January 16, 2004, Frank J. Cozzi resigned as a Vice
President of the Company and as President of MTLM-Midwest. The Company's Board
of Directors appointed Harold "Skip" Rouster as Vice President of the Company
and President of MTLM-Midwest. Since June 2001, Mr. Rouster has served as a
director of the Company. Effective with his new Company appointments, Mr.
Rouster resigned as a director of the Company. In addition to Albert A. Cozzi
and Frank J. Cozzi, one other officer of MTLM-Midwest resigned and five
employees were terminated in a management realignment implemented during January
2004 principally involving the Company's Midwest operations. The Company
estimates that it will recognize a one-time expense of approximately $5.7
million related to this realignment during the quarter ending March 31, 2004
primarily in connection with aggregate severance payments, benefits, and expense
associated with the acceleration of vesting of restricted stock held by Mr.
Albert A. Cozzi.

Gerald E. Morris was appointed to the Company's Board of Directors on
January 16, 2004 to fill the vacancy created by Mr. Rouster's resignation from
the Board. Mr. Morris is President and Chief Executive Officer of Intalite
International N.V., a multinational company engaged in manufacturing metal
ceilings for commercial buildings. Mr. Morris and Kevin P. McGuinness, a
director since June 2001, have been appointed to the audit committee of the
Board of Directors of the Company, replacing Messrs. Dienst and Rouster.

On January 16, 2004, the Company issued a restricted stock award of 250,000
shares of common stock to its new Chief Executive Officer. The restricted stock
vests 25% on March 31, 2005 and 25% annually for the next three years
thereafter. In accordance with APB No. 25, the Company will record deferred
stock-based compensation of approximately $8.8 million as a component of
stockholders' equity. This deferred stock-based compensation will be amortized
to expense ratably over the vesting period. During the quarter ending March 31,
2004, the Company will record stock-based compensation expense of approximately
$0.8 million related to this restricted stock award.

15

This Form 10-Q includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements in this Form 10-Q which address
activities, events or developments that Metal Management, Inc. (herein, "Metal
Management," the "Company," "we," "us" or other similar terms) expects or
anticipates will or may occur in the future, including such things as future
acquisitions (including the amount and nature thereof), business strategy,
expansion and growth of our business and operations, general economic and market
conditions and other such matters are forward-looking statements. Although we
believe the expectations expressed in such forward-looking statements are based
on reasonable assumptions within the bounds of our knowledge of our business, a
number of factors could cause actual results to differ materially from those
expressed in any forward-looking statements. These and other risks,
uncertainties and other factors are discussed under "Risk Factors" appearing in
our Annual Report on Form 10-K for the year ended March 31, 2003, as the same
may be amended from time to time.

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

The following discussion should be read in conjunction with the unaudited
consolidated financial statements and notes thereto included under Item 1 of
this Report. In addition, reference should be made to the audited consolidated
financial statements and notes thereto and related Management's Discussion and
Analysis of Financial Condition and Results of Operations included in our Annual
Report on Form 10-K for the year ended March 31, 2003 ("Annual Report").

GENERAL
We are one of the largest full-service metals recyclers in the United
States, with recycling facilities located in 13 states. We enjoy leadership
positions in many major metropolitan markets, including Birmingham, Chicago,
Cleveland, Denver, Hartford, Houston, Memphis, Newark, Phoenix, Salt Lake City,
Toledo and Tucson. We have a 28.5% equity ownership position in Southern
Recycling, L.L.C. ("Southern"), one of the largest scrap metals recyclers in the
Gulf Coast region. Our operations primarily involve the collection and
processing of ferrous and non-ferrous metals. We collect industrial scrap metal
and obsolete scrap metal, process it into reusable forms and supply the recycled
metals to our customers, including electric-arc furnace mills, integrated steel
mills, foundries, secondary smelters and metal brokers. In addition to buying,
processing and selling ferrous and non-ferrous scrap metals, we are periodically
retained as demolition contractors or sub-contractors in certain of our large
metropolitan markets in which we dismantle obsolete machinery, buildings and
other structures containing metal and, in the process, collect both the ferrous
and non-ferrous metals from these sources. At certain of our locations adjacent
to commercial waterways, we provide stevedoring services. We also operate a bus
dismantling business combined with a bus replacement parts business at our
Northeast operations.

We believe that we provide one of the most comprehensive product offerings
of both ferrous and non-ferrous scrap metals. Our ferrous products primarily
include shredded, sheared, cold briquetted and bundled scrap metal, and other
purchased scrap metal, such as turnings, cast and broken furnace iron. We also
process non-ferrous metals, including aluminum, copper, stainless steel, brass,
titanium and high-temperature alloys, using similar techniques and through
application of our proprietary technologies.

We have achieved a leading position in the metals recycling industry
primarily by implementing a national strategy of completing and integrating
regional acquisitions. In making acquisitions, we have focused on major
metropolitan markets where prime industrial and obsolete scrap metals
(automobiles, appliances and industrial equipment) are readily available and
from where we believe we can better serve our customer base. In pursuing this
strategy, we acquired certain large regional companies to serve as platforms
into which subsequent acquisitions would be integrated. We believe that through
the integration of our acquired businesses, we have enhanced our competitive
position and profitability of the operations because of broader distribution
channels, improved managerial and financial resources, enhanced purchasing power
and increased economies of scale. Since emerging from bankruptcy in June 2001,
we have acquired two scrap metal recycling companies and we may acquire other
companies in the future if attractive opportunities are identified.

16

RECENT EVENTS
In September 2003, we entered into a confidentiality and standstill
agreement (the "Agreement") with European Metal Recycling, Ltd ("EMR").
Following the execution of the Agreement, we made available to EMR and certain
other parties certain non-public information regarding our company and our
operations, but to our knowledge, no such diligence efforts are continuing as of
the date of this Report.

On December 4, 2003, President George W. Bush lifted tariffs imposed on
foreign steel products under Section 201 of the US Trade Act of 1974. President
Bush imposed the tariffs in March 2002 as a temporary safeguard measure and then
lifted the tariffs in December 2003 based on significant consolidation in the
U.S. steel industry. We have not experienced any adverse effects from the
removal of the tariffs on our results of operations or financial condition.

Effective as of January 16, 2004, Albert A. Cozzi resigned as a director
and Chief Executive Officer of our company. Our Board of Directors appointed
Daniel W. Dienst as our new Chief Executive Officer. Mr. Dienst has been the
Chairman of the Board since April 1, 2003 and a director since June 2001.
Effective as of January 16, 2004, Frank J. Cozzi resigned as a Vice President of
our company and as President of Metal Management Midwest, Inc. ("MTLM-Midwest").
Our Board of Directors appointed Harold "Skip" Rouster as a Vice President of
our company and President of MTLM-Midwest. Mr. Rouster has served as a director
since June 2001. Effective with his new appointments, Mr. Rouster resigned from
our Board of Directors. In addition to Albert A. Cozzi and Frank J. Cozzi, one
other officer of MTLM-Midwest resigned and five employees were terminated in a
management realignment implemented during January 2004 principally involving our
Midwest operations. We estimate that we will recognize a one-time expense of
approximately $5.7 million related to this realignment during the quarter ending
March 31, 2004 primarily in connection with aggregate severance payments,
benefits, and expense associated with the acceleration of vesting of restricted
stock held by Mr. Albert A. Cozzi.

On January 16, 2004, Gerald E. Morris was appointed to our Board of
Directors to fill the vacancy created by Mr. Rouster's resignation. Mr. Morris
is President and Chief Executive Officer of Intalite International N.V., a
multinational company engaged in manufacturing metal ceilings for commercial
buildings. Mr. Morris and Kevin P. McGuinness, a director since June 2001, have
been appointed to the Audit Committee of the Board of Directors, replacing
Messrs. Dienst and Rouster.

CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of our financial statements requires the use of
estimates and judgments that affect the reported amounts and related disclosures
of commitments and contingencies. We rely on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances to make judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ materially from these estimates.

We believe the following critical accounting policies, among others, affect
the more significant judgments and estimates used in the preparation of our
consolidated financial statements.

Revenue Recognition
Revenues for processed product sales are recognized when title passes to
the customer. Revenue relating to brokered sales is recognized upon receipt of
the materials by the customer. Revenues from services, including stevedoring and
tolling, are recognized as the services are performed. Sales adjustments related
to price and weight differences and allowances for uncollectible receivables are
accrued against revenues as incurred.

Accounts Receivable and Allowance for Uncollectible Accounts Receivable
Accounts receivable consist primarily of amounts due from customers from
product and brokered sales. The allowance for uncollectible accounts receivable
totaled $0.9 million and $1.0 million at December 31, 2003 and March 31, 2003,
respectively. Our determination of the allowance for uncollectible accounts
17

receivable includes a number of factors, including the age of the accounts, past
experience with the accounts, changes in collection patterns and general
industry conditions.

As indicated in our Annual Report under the section entitled "Risk
Factors -- The loss of any significant customers could adversely affect our
results of operations or financial condition," the weakening business cycle in
the steel and metals sectors during our fiscal 2001 led to bankruptcy filings by
many of our customers which caused us to recognize additional allowances for
uncollectible accounts receivable. While we believe our allowance for
uncollectible accounts is adequate, changes in economic conditions or any
weakness in the steel and metals industry could adversely impact our future
earnings.

Inventory
Our inventories primarily consist of ferrous and non-ferrous scrap metals
and are valued at the lower of average purchased cost or market. Quantities of
inventories are determined based on our inventory systems and are subject to
periodic physical verification using estimation techniques including
observation, weighing and other industry methods. As indicated in our Annual
Report under the section entitled "Risk Factors -- Prices of commodities we own
may be volatile," we are exposed to risks associated with fluctuations in the
market price for both ferrous and non-ferrous metals, which are at times
volatile. We attempt to mitigate this risk by seeking to consistently turn our
inventories.

Valuation of Long-lived Assets and Goodwill
We regularly review the carrying value of certain long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be realizable. If an evaluation is required, the
estimated future undiscounted cash flows associated with the asset are compared
to the asset's carrying amount to determine if an impairment of such asset is
necessary. The effect of any impairment would be to expense the difference
between the fair value of such asset and its carrying value.

Effective June 30, 2001, we adopted SFAS No. 142, "Goodwill and Other
Intangible Assets," which requires that goodwill be reviewed at least annually
for impairment based on the fair value method.

Self-Insured Reserves
We are self-insured for medical claims for most of our employees. Our
exposure to medical claims is protected by a stop-loss insurance policy. We
record a reserve for reported but unpaid claims and the estimated cost of
incurred but not reported ("IBNR") claims. Our reserve is based on a lag
estimate and our historical claims experience.

Effective April 1, 2003, we began to self-insure for workers' compensation
claims that are less than $250,000. We have a large deductible insurance policy
that provides a stop-loss for individual workers' compensation claims that
exceed $250,000. We record a reserve for IBNR claims. Our reserve is based on an
actuarial analysis performed by our insurance broker. In connection with our
large deductible workers' compensation insurance policy, we provide a letter of
credit for the benefit of the insurance carrier.

Pension Plans
Pension benefits are based on formulas that, among other things, reflect
the employees' years of service and compensation levels during their employment
period. Pension benefit obligations and related expense are actuarially computed
based on certain assumptions, including the long-term rate of return on plan
assets, the discount rate used to determine the present value of future pension
benefits, and the rate of compensation increases. Actual results will often
differ from actuarial assumptions because of economic and other factors.

In accordance with the provisions of SFAS No. 87, "Employers' Accounting
for Pensions," the discount rate that we assume is required to reflect the rates
of high-quality debt instruments that would provide the future cash flows
necessary to pay benefits when they come due. We reduced our discount rate from
7.25% at March 31, 2002 to 6.75% at March 31, 2003 to reflect market interest
rate reductions. The effect of the lower discount rate increased the present
value of benefit obligations and has increased pension expense in fiscal 2004.

18

To determine the expected long-term rate of return on pension plan assets,
we consider the current and expected asset allocations, as well as historical
returns on plan assets. We assumed that long-term returns on pension assets were
9.00% during fiscal 2003. Based on the negative returns of the stock market in
recent years, we have reduced our expected long-term rate of return assumption
in fiscal 2004 to 8.00%.

Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

We had previously recorded a full valuation allowance against the emergence
date net deferred tax assets, including NOL carryforwards, due to the
uncertainty regarding their ultimate realization. During the quarter ended
December 31, 2003, we filed our tax return for the year ended March 31, 2003,
recorded the final effects of post and pre-emergence tax positions and updated
our forecasts of future operations. The updated forecasts took into
consideration current market conditions and the eight consecutive quarters of
profitable operations through December 2003. Based on these factors, we reversed
the valuation allowance recorded against the emergence date net deferred tax
assets because we now believe it is more likely than not that these deferred tax
assets will be realized. Significant judgment is required in these evaluations,
and differences in future results from our estimates could result in material
differences in the realization of these assets.

Our December 31, 2003 balance sheet reflects net deferred tax assets of
$51.1 million. In accordance with SFAS No. 109, the reversal of the emergence
date valuation allowance was recorded as an increase to paid-in capital. We did
not reverse $2.4 million of valuation allowance associated with certain state
NOL carryforwards due to either their short expiration periods or the
expectation that these state NOL carryforwards may not be utilized.

Our ability to utilize NOL carryforwards could become subject to annual
limitations under Section 382 of the Internal Revenue Code if a change of
control occurs, as defined by the Internal Revenue Code, and could result in
increased income tax payment obligations. Based on current forecasts and NOL
availability, we do not expect to become a significant cash taxpayer in the
foreseeable future.

Contingencies
We establish reserves for estimated liabilities, which include
environmental remediation and potential litigation claims. A loss contingency is
accrued when our assessment indicates that it is probable that a liability has
been incurred and the amount of the liability can be reasonably estimated. Our
estimates are based upon currently available facts and presently enacted laws
and regulations. These estimated liabilities are subject to revision in future
periods based on actual costs or new information.

The above listing is not intended to be a comprehensive list of all of our
accounting policies. Please refer to our Annual Report, which contains
accounting policies and other disclosures required by generally accepted
accounting principles.

19

RESULTS OF OPERATIONS

SALES
Consolidated net sales for the three months ended December 31, 2003 and
2002 in general product categories were as follows ($ in thousands):

Consolidated net sales for the nine months ended December 31, 2003 and 2002
in general product categories were as follows ($ in thousands):

Consolidated net sales increased by $88.2 million (52.0%) and $158.8
million (28.6%) to $257.7 million and $714.7 million in the three and nine month
periods ended December 31, 2003, respectively, compared to consolidated net
sales of $169.5 million and $555.9 million in the three and nine month periods
ended December 31, 2002, respectively. The increase in consolidated net sales
was primarily due to higher average selling prices for both ferrous and
non-ferrous products.

Ferrous Sales
Ferrous sales increased by $72.3 million (65.6%) and $145.3 million (40.8%)
to $182.5 million and $501.9 million in the three and nine months ended December
31, 2003, respectively, compared to ferrous sales of $110.2 million and $356.6
million in the three and nine months ended December 31, 2002, respectively. The
increase was attributable to higher average selling prices combined with an
increase in sales volumes. The average selling price for ferrous products was
approximately $172 per ton and $153 per ton for the three and nine months ended
December 31, 2003, respectively, which represents an increase of $60 per ton
(54%) and $39 per ton (34%) from the three and nine months ended December 31,
2002, respectively. The increase in selling prices for ferrous scrap is evident
in data published by the American Metal Market ("AMM"). According to AMM, the
average price for #1 Heavy Melting Steel Scrap - Chicago (which is a common
indicator for ferrous scrap) was approximately $140 per ton and $118 per ton for
the three and nine months ended December 31, 2003, respectively, compared to $95
per ton for both the three and nine months ended December 31, 2002.

Demand for our ferrous scrap continues to be strong. International demand
remains favorable due in part to the weakening U.S. dollar. Consequently, U.S.
scrap is more attractive to overseas buyers and, in particular, we have seen
strong demand from China, Korea and Turkey. The strong international demand is
evident in data released by the U.S. Commerce Department, which shows that U.S.
exports of ferrous scrap for calendar

20

2003 (through November 2003) were approximately 11 million tons, an increase of
25% from the comparable period in calendar 2002. Domestic demand for scrap metal
has been favorable despite reduced levels of steel production because of tighter
supplies of prompt industrial grades of scrap metal. Domestic demand for scrap
metal has also been favorably impacted by higher prices for scrap substitute
products such as DRI and HBI relative to obsolete grades of scrap metal, and by
lower levels of imports of scrap metal to the U.S.

Non-ferrous Sales
Non-ferrous sales increased by $14.6 million (29.7%) and $15.1 million
(10.0%) to $63.6 million and $167.0 million in the three and nine months ended
December 31, 2003, respectively, compared to non-ferrous sales of $49.0 million
and $151.9 million in the three and nine months ended December 31, 2002,
respectively. The increase was due to higher average selling prices partially
offset by lower sales volumes. In the three and nine months ended December 31,
2003, the average selling price for non-ferrous products increased by
approximately $0.14 per pound and $0.09 per pound, respectively, and non-ferrous
sales volumes decreased by 1.9 million pounds and 26.5 million pounds,
respectively, compared to the three and nine months ended December 31, 2002.

Our non-ferrous operations have benefited from rising prices for aluminum,
copper and stainless steel (nickel base metal). The increase in non-ferrous
prices is evident in data published by the London Metals Exchange ("LME").
According to LME data, in calendar 2003, nickel, copper and aluminum prices
increased by 77%, 34% and 13%, respectively. However, the supply for non-ferrous
metals continues to remain weak due to the slowdown in U.S. industrial
production, especially in the aerospace and telecommunications industries, which
has caused a decrease in sales volumes. Competition from China has resulted in
lower volumes of copper and aluminum wire being processed and sold from our
wire-chopping operation. As a result, we have significantly curtailed our
wire-chopping operation choosing instead in many cases to sell unprocessed
copper and aluminum abroad.

Our non-ferrous sales are also impacted by the mix of non-ferrous metals
sold. Generally, prices for copper are higher than prices for aluminum and
stainless steel. In addition, the amount of high-temperature alloys that we sell
(generally from our Aerospace subsidiary) and the selling prices for these
metals will impact our non-ferrous sales as prices for these metals are
generally higher than other non-ferrous metals.

Brokerage Sales
Brokerage ferrous sales increased by $1.3 million (22.0%) and decreased by
$3.6 million (10.3%) to $7.5 million and $31.5 million in the three and nine
months ended December 31, 2003, respectively, compared to brokerage ferrous
sales of $6.2 million and $35.1 million in the three and nine months ended
December 31, 2002, respectively. The decrease in brokerage ferrous sales during
the nine months ended December 31, 2003 was primarily a result of changes to our
business in Ohio that resulted in reduced shipments to certain of our domestic
brokerage customers. The decrease in brokered ferrous volume was partially
offset by an increase in brokered ferrous sales price per ton. The average
selling price for brokered metals is significantly affected by the product mix,
such as prompt industrial grades versus obsolete grades, which can vary
significantly between periods. Prompt industrial grades of scrap metal are
generally associated with higher unit prices.

Other Sales
Other sales are primarily derived from our stevedoring and bus dismantling
operations. Stevedoring is a fee for service business primarily associated with
our dock operations at Port Newark. The increase in other sales in the three and
nine months ended December 31, 2003 is primarily a result of higher stevedoring
revenue, which increased by $1.0 million and $3.6 million, respectively, from
the three and nine months ended December 31, 2002.

GROSS PROFIT
Gross profit was $35.5 million (13.8% of sales) and $97.1 million (13.6% of
sales) during the three and nine months ended December 31, 2003, respectively,
compared to gross profit of $19.1 million (11.3% of sales) and $72.2 million
(13.0% of sales) during the three and nine months ended December 31, 2002. The
improvement in the amount of gross profit earned during the three and nine
months ended December 31, 2003
21

was due to higher material margins realized on ferrous products sold, partially
offset by higher processing costs. Additionally, we continue to improve our
performance through higher realization of Zorba (non-ferrous metals recovered as
a by-product from the shredding process) and from realizing attractive prices
for Zorba in the three and nine months ended December 31, 2003.

Our processing cost on a per unit basis increased slightly in the three and
nine months ended December 31, 2003 compared to the three and nine months ended
December 31, 2002. The increase in processing costs was mainly attributable to
higher repair, maintenance, direct wages and waste removal expenses. These
expenses have increased as a result of the increase in volume of ferrous
products processed and shipped.

GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses were $16.6 million (6.4% of sales) and
$42.4 million (5.9% of sales) in the three and nine months ended December 31,
2003, respectively, compared to general and administrative expenses of $11.1
million (6.6% of sales) and $34.7 million (6.2% of sales) in the three and nine
months ended December 31, 2002, respectively. The increase results from higher
compensation expense and medical claims expense.

The increase in compensation expense results from accruals recorded in
connection with employee incentive compensation plans. The compensation plans
are generally measured as a function of return on net assets. As a consequence
of strong performance from our ferrous businesses, we accrued $4.9 million and
$8.1 million in the three and nine months ended December 31, 2003, respectively,
in connection with the employee incentive compensation plans compared to
accruals of $0.8 million and $3.6 million in the three and nine months ended
December 31, 2002, respectively. Payments under the incentive compensation plans
are subject to performance for the full fiscal year and approval by the
Compensation Committee of the Board of Directors. We are self-insured for health
insurance for most of our employees. Medical claims were higher by $0.6 million
and $1.4 million in the three and nine months ended December 31, 2003,
respectively, compared to the three and nine months ended December 31, 2002.

DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense was $4.5 million (1.7% of sales) and
$13.5 million (1.9% of sales) in the three and nine months ended December 31,
2003, respectively, compared to depreciation and amortization expense of $4.4
million (2.6% of sales) and $13.0 million (2.3% of sales) in the three and nine
months ended December 31, 2002, respectively. The increase is due to capital
expenditures incurred since December 2002.

INCOME (LOSS) FROM JOINT VENTURES
Income from joint ventures was $1.8 million and $3.7 million in the three
and nine months ended December 31, 2003, respectively, compared to loss from
joint ventures of $0.1 million and $0.2 million in the three and nine months
ended December 31, 2002, respectively. Income recognized from joint ventures
primarily represents our 28.5% share of income from Southern. In February 2003,
Southern strengthened its capitalization by accomplishing a long-term
refinancing of its debt that resulted in a repayment of a loan that we made to
Southern. Additionally, following the refinancing of Southern, we began to
report our share of earnings from Southern. Southern has benefited from the
improving scrap markets which has led to significant profitability.

INTEREST EXPENSE
Interest expense was $1.4 million (0.5% of sales) and $5.6 million (0.8% of
sales) in the three and nine months ended December 31, 2003, respectively,
compared to interest expense of $2.8 million (1.6% of sales) and $8.7 million
(1.6% of sales) in the three and nine months ended December 31, 2002,
respectively. The decrease was a result of lower borrowings and interest rates.
Our average borrowings in the three and nine months ended December 31, 2003 were
approximately $40.1 million and $33.9 million less than our average borrowings
in the three and nine months ended December 31, 2002, respectively.

22

As a result of the repurchase and redemption of our 12.75% Junior Secured
Notes, our overall interest rate on outstanding borrowings was lower in the
three and nine months ended December 31, 2003 compared to the three and nine
months ended December 31, 2002. We repurchased and retired $31.5 million of
12.75% Junior Secured Notes through borrowings from our Credit Agreement which
bears interest tied to the prime rate or LIBOR.

INCOME TAXES
In the three and nine months ended December 31, 2003, we recognized income
tax expense of $2.2 million and $11.6 million, resulting in an effective tax
rate of 15.1% and 30.0%, respectively. The effective tax rate differs from the
statutory rate primarily due to the impact of increasing export sales. We
estimate that our effective tax rate for the year ending March 31, 2004 will be
approximately 30%, which is lower than previously estimated, resulting in an
adjustment in the three months ending December 31, 2003 that is reflected in the
15.1% effective tax rate for that period.

In the three and nine months ended December 31, 2002, our income tax
expense was $2.8 million and $7.1 million, resulting in an effective tax rate of
111.0% and 34.5%, respectively. In December 2002, we finalized and filed our
federal income tax return for the year ended March 31, 2002 and made an election
that increased the amount of predecessor company NOL carryforwards utilized.
Consequently, the effective income tax rate was higher due to the increase in
the amount of predecessor company NOL carryforwards utilized.

NET INCOME (LOSS)
Net income was $12.6 million and $27.1 million in the three and nine months
ended December 31, 2003, respectively, compared to a net loss of $0.3 million in
the three months ended December 31, 2002 and net income of $13.4 million in the
nine months ended December 31, 2002. Net income increased due to higher material
margins on ferrous products sold, the recognition of income from joint ventures,
lower interest expense and a lower estimated effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows
During the nine months ended December 31, 2003, our operating activities
generated net cash of $37.9 million compared to net cash generated of $28.9
million in the nine months ended December 31, 2002. Cash generated by operating
activities during the nine months ended December 31, 2003 is comprised of $49.1
million of cash generated from net income, adjusted for non-cash items, offset
by investments in working capital of $11.2 million. The working capital increase
was primarily due to a $25.5 million increase in accounts receivable. The
increase in accounts receivable is due to higher sales during the three months
ended December 31, 2003 ($258 million) compared to sales during the three months
ended March 31, 2003 ($214 million).

We used $8.2 million in net cash for investing activities in the nine
months ended December 31, 2003 compared to net cash generated of $2.0 million in
the nine months ended December 31, 2002. In the nine months ended December 31,
2003, purchases of property and equipment were $7.5 million, while we generated
$0.4 million of cash from the sale of redundant fixed assets. In addition, we
purchased the scrap metal recycling assets of H. Bixon & Sons in Connecticut for
$1.0 million of cash including transaction costs.

During the nine months ended December 31, 2003, we used $28.6 million of
net cash for financing activities compared to net cash used of $30.1 million in
the nine months ended December 31, 2002. Cash generated from operating
activities, net of cash used in investing activities, was used to reduce overall
indebtedness by $30.0 million during the nine months ended December 31, 2003. In
addition, we paid $3.0 million of fees and expenses associated with our credit
agreement during this period. This was offset by $4.7 million of cash received
from the exercise of stock options and warrants.

23

Indebtedness
At December 31, 2003, our total indebtedness was $59.6 million, a decrease
of $30.0 million from March 31, 2003. Our primary source of working capital is
collections from customers supplemented by financing that is available under our
revolving credit and letter of credit facility.

On August 13, 2003, we entered into an amended and restated credit facility
(the "Credit Agreement") with Deutsche Bank Trust Company Americas, as agent for
the lenders thereunder. The Credit Agreement provides for maximum borrowings of
$130 million and expires on July 1, 2007. $110 million of the Credit Agreement
is available as a revolving loan and letter of credit facility and $20 million
is available as a term loan. The Credit Agreement is available to fund working
capital needs and for general corporate purposes.

Borrowings under the Credit Agreement are subject to certain borrowing base
limitations based upon a formula equal to 85% of eligible accounts receivable,
the lesser of $45 million or 70% of eligible inventory, a fixed asset sublimit
of $10.2 million as of December 31, 2003, and a term loan of $20.0 million (the
"Term Loan"). The fixed asset sublimit amortizes by $2.5 million on a quarterly
basis and under certain other conditions. Upon the full amortization of the
fixed asset sublimit, the Term Loan will then amortize by $2.5 million on a
quarterly basis and under certain other conditions. A security interest in
substantially all of our assets and properties, including pledges of the capital
stock of our subsidiaries, has been granted to the agent for the lenders as
collateral against our obligations under the Credit Agreement. Pursuant to the
Credit Agreement, we pay a fee of .375% on the undrawn portion of the facility.

Borrowings on all outstanding balances under the Credit Agreement (other
than the Term Loan) bear interest, at our option, either at the prime rate (as
specified by Deutsche Bank AG, New York Branch) plus a margin or LIBOR plus a
margin. The margin on prime rate loans range from 0.50% to 1.00% and the margin
on LIBOR loans range from 2.50% to 3.00%. The margin is based on our leverage
ratio (as defined in the Credit Agreement) for the preceding quarter. Borrowings
under the Term Loan bear interest at LIBOR plus 6.00% (with a floor on LIBOR
equal to 2.50%).

Under the Credit Agreement, we are required to satisfy specified financial
covenants, including a minimum fixed charge coverage ratio of 1.25 to 1.00 and a
maximum leverage ratio of 3.00 to 1.00, through December 31, 2004. After
December 31, 2004, the maximum leverage ratio is 2.25 to 1.00. Both ratios are
tested for the twelve-month period ending each fiscal quarter. The Credit
Agreement also provides for maximum capital expenditures of $16 million for the
twelve-month period ending each fiscal quarter.

The Credit Agreement also contains restrictions which, among other things,
limit our ability to (i) incur additional indebtedness; (ii) pay dividends;
(iii) enter into transactions with affiliates; (iv) enter into certain asset
sales; (v) engage in certain acquisitions, investments, mergers and
consolidations; (vi) prepay certain other indebtedness; (vii) create liens and
encumbrances on our assets; and (viii) other matters customarily restricted in
such agreements. We were in compliance with all financial covenants contained in
the Credit Agreement as of December 31, 2003. As of January 23, 2004, we had
outstanding borrowings of approximately $65.8 million under the Credit Agreement
and undrawn availability of approximately $58.1 million.

Our ability to meet financial ratios and tests in the future may be
affected by events beyond our control, including fluctuations in operating cash
flows and working capital. While we currently expect to be in compliance with
the covenants and satisfy the financial ratios and tests in the future, there
can be no assurance that we will meet such financial ratios and tests or that we
will be able to obtain future amendments or waivers to the Credit Agreement, if
so needed, to avoid a default. In the event of default, the lenders could elect
to not make loans to us and declare all amounts borrowed under the Credit
Agreement to be due and payable.

The Credit Agreement was amended on February 10, 2004. The amendment
eliminated the requirement that all proceeds from the collection of customer
accounts be swept automatically to an account that reduced borrowings under the
Credit Agreement from and after the closing date of the Credit Agreement,
provided that we satisfy certain conditions as specified in the Credit
Agreement. Pursuant to the amendment, we now control all collections through our
lock-box accounts. As a result of the amendment, and the expectation that we
will satisfy the conditions specified in the Credit Agreement, we classify the
amounts outstanding under the Credit Agreement as a long-term obligation as of
December 31, 2003. The Credit Agreement, which was

24

entered into on August 13, 2003, matures on July 1, 2007 subject to the terms
and conditions of the Credit Agreement.

Prior to the amendment, the Credit Agreement required us to remit all
collections received into our lock-box accounts into an account that would
automatically reduce the borrowings under the Credit Agreement. Recently, we
determined that the Credit Agreement contains provisions that are deemed to be
subjective acceleration clauses which provide the lenders with an ability to
restrict future borrowings under the Credit Agreement. In accordance with
Emerging Issues Task Force Issue No. 95-22, "Balance Sheet Classification of
Borrowings Outstanding under Revolving Credit Agreements That Include both a
Subjective Acceleration Clause and a Lock-Box Arrangement," the existence of the
lock-box arrangement and subjective acceleration clauses requires the
classification of the Credit Agreement as a current liability for dates
preceding the amendment. Our prior credit agreement, which was repaid in its
entirety on August 13, 2003, had similar lock-box arrangements and subjective
acceleration clauses. Accordingly, we have restated through reclassification the
March 31, 2003 balance sheet to properly classify the amounts outstanding under
that prior credit agreement as a current liability. There were no other changes
to the balance sheet and no changes to the results of operations. The
reclassification of amounts owing under the prior credit agreement (which was
repaid on August 13, 2003) to a short-term liability at March 31, 2003 does not
affect our operating results, cash flows or liquidity.

On August 14, 2003, we purchased approximately $30.5 million par amount of
Junior Secured Notes at a price of 101% of the principal amount, plus accrued
and unpaid interest. On September 18, 2003, we redeemed the remaining $1.0
million par amount of Junior Secured Notes at a price of 100% of the principal
amount, plus accrued and unpaid interest. The repurchase and redemption of the
Junior Secured Notes resulted in the recognition of a $0.4 million loss on debt
extinguishment during the nine months ended December 31, 2003. We funded the
repurchase and redemption of the Junior Secured Notes with availability under
the Credit Agreement. The Junior Secured Notes were cancelled following the
redemption of the remaining notes on September 18, 2003.

Future Capital Requirements
We expect to fund our working capital needs, interest payments and capital
expenditures over the next twelve months with cash generated from operations,
supplemented by undrawn borrowing availability under the Credit Agreement. Our
future cash needs will be driven by working capital requirements, planned
capital expenditures and acquisition objectives, should attractive acquisition
opportunities present themselves. In November 2003, we acquired certain assets
of H. Bixon & Sons for $1.0 million including transaction costs. During the nine
months ended December 31, 2003, we received $4.7 million of proceeds from the
exercise of stock options and warrants by employees and directors. We may also
receive additional cash in the future from the exercise of outstanding stock
options and warrants.

Capital expenditures are planned to be approximately $14 million in fiscal
2004, which includes the purchase of land on which we operate a scrap metals
recycling facility in Houston, Texas and costs to complete the installation of a
"Mega" Shredder, that we currently own, at our facility in Phoenix, Arizona. We
expect the "Mega" Shredder to be operational by mid-February 2004.

In addition, due to favorable financing terms made available by equipment
manufacturing vendors, we have entered into operating leases for new equipment.
Since April 2002, we have entered into 35 operating leases for equipment which
would have cost approximately $8.8 million to purchase. These operating leases
are attractive to us since the implied interest rates are lower than interest
rates under our credit facilities. We expect to selectively use operating leases
for new material handling equipment or trucks required by our operations.

We believe these sources of capital will be sufficient to fund planned
capital expenditures, interest payments and working capital requirements for the
next twelve months, although there can be no assurance that this will be the
case.

25

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
We do not have any off-balance sheet arrangements that are likely to have a
current or future effect on our results of operations, financial condition, or
cash flows. We have assumed various financial obligations and commitments in the
normal course of our operations and financing activities. Financial obligations
are considered to represent known future cash payments that we are required to
make under existing contractual arrangements, such as debt and lease agreements.

The following table sets forth our known contractual obligations as of
December 31, 2003, and the effect such obligations are expected to have on our
liquidity and cash flow in future periods (in thousands):

- ---------------

(1) On January 21, 2004, we closed on the land purchase for a facility in
Houston, Texas. We funded $2.5 million of the purchase price from a
promissory note which bears interest at 5.5% and is due on January 1, 2009
and the balance from working capital.

Other Commitments
We are required to make contributions to our defined benefit pension plans.
These contributions are required under the minimum funding requirements of the
Employee Retirement Income Security Act (ERISA). However, due to uncertainties
regarding significant assumptions involved in estimating future required
contributions, such as pension plan benefit levels, interest rate levels and the
amount of pension plan asset returns, we are not able to reasonably estimate the
amount of future required contributions beyond fiscal 2005. Our minimum required
pension contributions for the remainder of fiscal 2004 and fiscal 2005 will be
approximately $0.2 million and $1.9 million, respectively.

We also enter into letters of credit in the ordinary course of operating
and financing activities. As of January 23, 2004, we had outstanding letters of
credit of $4.0 million which expire in fiscal 2005.

In connection with the management realignment implemented during January
2004 (principally involving our Midwest operations), we paid severance of
approximately $3.5 million. The remaining severance and other benefits,
aggregating to approximately $1.4 million, will be payable mostly in July 2005.
We also accelerated the vesting of the restricted stock held by Mr. Albert A.
Cozzi which will result in a non-cash expense of $0.6 million during the fourth
quarter of fiscal 2004.

Recent Accounting Pronouncements
In November 2002, the Financial Accounting Standards Board (the "FASB")
issued Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others" ("FIN 45"). FIN 45 requires certain guarantees be recorded at fair value
as opposed to the prior practice of recording a liability only when a loss is
probable and reasonably estimable. FIN 45 also requires a guarantor to make
significant new guarantee disclosures, even when the likelihood of making any
payments under the guarantee is remote. We adopted this interpretation on
December 31, 2002. The adoption of this interpretation had no impact on our
consolidated financial statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). FIN 46 clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," and
provides accounting guidance for consolidation of variable interest entities.
The consolidation requirements of FIN 46 apply immediately to any variable
interest entities created after January 31, 2003. The provisions of FIN 46 for
interest acquired in variable interest entities prior to

26

February 1, 2003 will apply for periods ending after December 15, 2003. The
adoption of this interpretation had no impact on our consolidated financial
statements.

In April 2003, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities." SFAS No. 149 amends SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS No. 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of this statement had
no impact on our consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards on the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. The
provisions of SFAS No. 150 are effective for financial instruments entered into
or modified after May 31, 2003 and to all other instruments that exist as of the
beginning of the first interim financial reporting period beginning after June
15, 2003. The adoption of this statement had no impact on our consolidated
financial statements.

In December 2003, the FASB revised SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." This revised statement
retains the requirements of the original SFAS No. 132, which standardized
employers' disclosures about pensions and other postretirement benefits, and
requires additional disclosures concerning the economic resources and
obligations related to pension plans and other postretirement benefits. This
revised statement is effective for fiscal years ending after December 15, 2003.
We will revise our disclosures to meet the requirements under this revised
standard in our financial statements for the fiscal year ended March 31, 2004.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to financial risk resulting from fluctuations in interest
rates and commodity prices. We seek to minimize these risks through regular
operating and financing activities and, where appropriate, through use of
derivative financial instruments. Our use of derivative financial instruments is
limited and related solely to hedges of certain non-ferrous inventory positions
and purchase and sales commitments. Refer to Item 7A of the Annual Report.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Under the supervision
and with the participation of our management, including Daniel W. Dienst, our
Chairman of the Board and Chief Executive Officer (CEO), and Robert C. Larry,
our Executive Vice-President, Finance and Chief Financial Officer (CFO), we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the fiscal quarter covered by this
Report. Based on their evaluation, our CEO and CFO have concluded that, as of
that date, these controls and procedures were adequate and effective to ensure
that material information relating to our company and our consolidated
subsidiaries would be made known to them by others within those entities.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect our
disclosure controls and procedures subsequent to the date of their evaluation,
nor were there any significant deficiencies or material weaknesses in our
internal controls. As a result, no corrective actions were required or
undertaken.

Disclosure Controls and Internal Controls. Disclosure controls and
procedures are our controls and other procedures that are designed with the
objective of ensuring that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation,

27

controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including our CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure. Internal
controls are procedures which are designed with the objective of providing
reasonable assurance that:

- our transactions are properly authorized;
- our assets are safeguarded against unauthorized or improper use; and
- our transactions are properly recorded and reported,

all to permit the preparation of our financial statements in conformity with
generally accepted accounting principles.

Limitations on the Effectiveness of Controls. Our management, including our
CEO and CFO, does not expect that our disclosure controls or our internal
controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

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PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Callicutt v. Metal Management Memphis, L.L.C. ("MTLM-Memphis")

In May 2003, a former employee of our subsidiary, MTLM-Memphis, filed suit
individually and on behalf of his minor children (Callicutt v. Metal Management
Memphis LLC) in the Circuit Court of Shelby County, Tennessee for the 30th
Judicial District at Memphis, alleging that he was exposed to hazardous
concentrations of toxic substances, including lead dust, as an employee of
MTLM-Memphis. Plaintiff further claimed that his minor children had sustained
neuro-cognitive and brain injuries allegedly as a result of lead contamination
being transferred from his clothing to the children. The suit sought $1.5
million in compensatory damages, an unspecified amount of punitive damages and
for the establishment by MTLM-Memphis of a fund to provide plaintiffs with
on-going medical treatment. On December 12, 2003, plaintiff voluntarily
dismissed the suit without prejudice.

Metal Management Arizona, L.L.C. ("MTLM-Arizona")

During the period from September 2002 to the present, the Arizona
Department of Environmental Quality ("ADEQ") issued Notices of Violations
("NOVs") to our subsidiary MTLM-Arizona for alleged violations at MTLM-Arizona's
Tucson and Phoenix facilities including: (i) not developing and submitting a
"Solid Waste Facility Site Plan"; (ii) placing shredder residue on a surface
that does not meet Arizona's permeability specifications; (iii) alleged failure
to follow ADEQ protocol for sampling and analysis of waste from the shredding of
motor vehicles at the Phoenix facility; and (iv) use of excavated soil used to
stabilize railroad tracks adjacent to the Phoenix facility. On September 5,
2003, MTLM-Arizona was notified that ADEQ had referred the outstanding NOV
issues to the Arizona Attorney General. MTLM-Arizona is cooperating fully with
ADEQ and the Arizona Attorney General's office. At this preliminary stage, we
cannot predict MTLM-Arizona's potential liability, if any, in connection with
the NOVs or any required remediation.

Metal Management Midwest, Inc. ("MTLM-Midwest")

On April 29, 1998, our subsidiary MTLM-Midwest acquired substantially all
of the operating assets of 138 Scrap, Inc. ("138 Scrap") that were used in its
scrap metal recycling business. Most of these assets were located at a recycling
facility in Riverdale, Illinois (the "Facility"). In early November 2003, MTLM-
Midwest was served with a Notice of Intent to Sue (the "Notice") by The Jeff
Diver Group, L.L.C., on behalf of the Village of Riverdale, alleging, among
other things, that the release or disposal of hazardous substances within the
meaning of the Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA") has occurred at an approximately 57 acre property in the Village
of Riverdale (which includes the 8.8 acre Facility that was leased by
MTLM-Midwest until December 31, 2003). The Notice indicates that the Village of
Riverdale intends to file suit against MTLM-Midwest (directly and as a successor
to 138 Scrap) and numerous other third parties under one or both of CERCLA and
the Resource Conservation and Recovery Act. At this preliminary stage, we cannot
predict MTLM-Midwest's potential liability, if any, in connection with such
lawsuit or any required remediation. We believe that we have meritorious
defenses to certain of the claims outlined in the Notice and MTLM-Midwest
intends to vigorously defend itself against any claims ultimately asserted by
the Village of Riverdale. In addition, although we believe that we would be
entitled to indemnification from the sellers of 138 Scrap for some or all of the
obligations that may be imposed on MTLM-Midwest in connection with this matter
under the agreement governing its purchase of the operating assets of 138 Scrap,
we cannot provide assurances that any of the sellers will have sufficient
resources to fund any indemnifiable claims to which we may be entitled.

From time to time, we are involved in various litigation matters involving
ordinary and routine claims incidental to our business. A significant portion of
these matters result from environmental compliance issues and workers
compensation related claims applicable to our operations. There are presently no
other legal proceedings pending against us, which, in the opinion of our
management, are likely to have a material adverse

29

effect on our business, financial condition or results of operations. Please
refer to Item 3 of the Annual Report for a description of the litigation in
which we are currently involved.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

See Exhibit Index

(b) Reports on Form 8-K

We filed a Current Report on Form 8-K on November 4, 2003, which announced
that Metal Management New Haven, Inc., a wholly owned subsidiary of the Company,
acquired the scrap metal recycling assets of H. Bixon & Sons, Inc.

30

SIGNATURES

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.

METAL MANAGEMENT, INC.

By: /s/ Daniel W. Dienst
---------------------------------
Daniel W. Dienst
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)

By: /s/ Michael W. Tryon
---------------------------------
Michael W. Tryon
President and Chief
Operating Officer

By: /s/ Robert C. Larry
---------------------------------
Robert C. Larry
Executive Vice President,
Finance and Chief
Financial Officer
(Principal Financial Officer)

By: /s/ Amit N. Patel
---------------------------------
Amit N. Patel
Vice President, Finance and
Controller
(Principal Accounting Officer)

Date: February 10, 2004

31

METAL MANAGEMENT, INC.
EXHIBIT INDEX