8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8–K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 21, 2007

Metal Management, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-33044	94-2835068
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)
325 N. LaSalle Street., Suite 550, Chicago, Illinois		60610
(Address of Principal Executive Offices)		(Zip Code)

(312) 645-0700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre–commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre–commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release, dated May 24, 2007

Press Release, dated May 23, 2007

Item 2.02. Results of Operations and Financial Condition.

On May 24, 2007, Metal Management, Inc. (the “Company”) issued a press release announcing its financial results for the Company’s fiscal year and fourth quarter ended March 31, 2007. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. The attached press release can also be accessed on the Company’s website at www.mtlm.com.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for any purposes of the Securities Exchange Act of 1934, nor shall it be incorporated by reference in any filing under the Securities Act of 1933.

Item 8.01. Other Events.

On May 23, 2007, the Company announced that it has acquired substantially all of the assets of Mars Industries, Inc. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated herein by reference. The attached press release can also be accessed on the Company’s website at www.mtlm.com.

Item 9.01. Financial Statements and Exhibits.

          (d) Exhibits.

99.1	Press release, dated May 24, 2007, issued by Metal Management, Inc.
99.2	Press release, dated May 23, 2007, issued by Metal Management, Inc.

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 hereunto duly authorized.

	Metal Management, Inc.
May 24, 2007	By:	/s/ Robert C. Larry
		Name:	Robert C. Larry
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated May 24, 2007, issued by Metal Management, Inc.
99.2	Press release, dated May 23, 2007, issued by Metal Management, Inc.

EX-99.1

Exhibit 99.1

Metal Management, Inc.
325 N. LaSalle Street • Suite 550
Chicago, Illinois 60610
www.mtlm.com
NYSE: MM

FOR IMMEDIATE RELEASE

METAL MANAGEMENT, INC. ANNOUNCES
FISCAL YEAR AND FOURTH QUARTER 2007 RESULTS

Record Fiscal Year 2007 Results Include:

• Net Sales of $2.2 Billion

• Net Income of $116.4 Million

• EPS of $4.43 per diluted share

• EBITDA⁽¹⁾ (as defined) of $191.1 Million

CHICAGO, IL – MAY 24, 2007 – Metal Management, Inc. (NYSE: MM), one of the nation’s largest full service scrap metal recyclers, today announced results for the fiscal year and fourth quarter ended March 31, 2007.

“Fiscal 2007 was a year of strong growth and record performance for Metal Management,” said Daniel W. Dienst, Chairman, Chief Executive Officer and President. “Our disciplined acquisition strategy, infrastructure investments, and commitment to returning capital through share repurchases and dividends – together with the outstanding work of our 1,800 employees – provided the foundation upon which we were able to significantly enhance value for Metal Management shareholders.”

Fiscal Year Highlights

- Consolidated net sales were $2.2 billion for the fiscal year ended March 31, 2007 compared to $1.6 billion for the fiscal year ended March 31, 2006.

- Net income was $116.4 million, or $4.43 per diluted common share in fiscal 2007, compared to net income of $60.3 million, or $2.35 per common diluted share in fiscal 2006.

- EBITDA (as defined) was $191.1 million compared to EBITDA (as defined) of $114.6 million in the prior fiscal year.

- The Company concluded fiscal 2007 with no borrowings under its line of credit and a cash and short-term investment position of $9.4 million.

- The Company’s Board of Directors authorized the repurchase of up to 2.7 million shares of the Company’s common stock, or approximately 10% of the outstanding shares. As of March 31, 2007, the Company had repurchased approximately 1.5 million shares at an average price of $33 per share.

- Dividends of $0.075 per share were paid in each fiscal quarter, returning more than $7.9 million to the Company’s shareholders.

- Yard shipments for the fiscal year ended March 31, 2007 represented all-time records for the Company at 4.8 million tons of ferrous metals and 514 million pounds of non-ferrous metals. The Company also brokered a total of 482,000 tons of ferrous metals.

- On average, the Company turned ferrous inventories approximately 12 times and non-ferrous inventories (excluding stainless and alloy) approximately 12 times.

- The Company completed the acquisitions of a recycling facility in East Chicago, Indiana and acquired substantially all of the assets of TIMCO Scrap Processing, a full-service metals processor and supplier in Houston, Texas.

- The Company purchased property with an idled automobile shredder in metropolitan New York City upon which a scrap collection operation will commence shortly.

- Metal Management began trading on the New York Stock Exchange under the new ticker “MM” after transferring from NASDAQ.

Fourth Quarter Highlights

- Consolidated net sales were $624.4 million for the quarter ended March 31, 2007 compared to net sales of $434.1 million for the quarter ended March 31, 2006.

- Net income of $26.9 million represented an increase of nearly 19% over net income of $22.6 million in the same period last year.

- EBITDA (as defined) of $49.1 million increased 30% compared to EBITDA (as defined) of $37.8 million in the fourth quarter of fiscal 2006.

- Earnings per common diluted share were $1.04, compared to $0.86 per common diluted share in the fourth quarter of fiscal 2006.

- Yard shipments in the fourth quarter ended March 31, 2007 were 1.3 million tons of ferrous metals and 121.7 million pounds of non-ferrous metals. The Company brokered a total of 170,000 tons of ferrous metals in the quarter.

- The Company turned ferrous inventories approximately 11 times and non-ferrous inventories (excluding stainless and alloy) approximately 12 times.

“We strive to be effective stewards of our shareholders’ capital,” said Mr. Dienst. “In fiscal 2007 we invested nearly $70 million into capital expenditure programs to enhance our competitive position through land purchases and new equipment, including a new mega-shredder and a new stevedoring crane at our Newark facilities. We also invested approximately $46 million through acquisitions to improve our market penetration. At the same time, we have returned significant capital to shareholders, including approximately $50 million in stock repurchases and $8 million in dividends, while preserving the strength and flexibility afforded by our debt-free balance sheet at year end. With prudent deployment of capital and by continuing to operate safely and efficiently, the employees of Metal Management are building an even stronger company that is well-positioned for further growth and value creation for our shareholders in the coming years.”

Investor Conference Call

Metal Management will host its Fourth Quarter and Year-End Results Conference Call and Webcast at 11:00 am ET (10:00 am CT) on May 24, 2007. The conference call can be accessed by dialing 866-510-0711 passcode 12080340. International callers can dial 617-597-5379 passcode 12080340. The conference will also be accessible via the web at www.mtlm.com. A replay of the call will be available by dialing 888-286-8010 passcode

23615931 through May 31, 2007. International callers can dial 617-801-6888 passcode 23615931 for the replay.

About Metal Management, Inc.

Metal Management is one of the largest full service metal recyclers in the United States, with 50 recycling facilities in 17 states. For more information about Metal Management, Inc., visit the Company’s website at www.mtlm.com.

Forward Looking Statements

All of the statements in this release, other than historical facts, are forward-looking statements made in reliance upon the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. As such, they involve risks and uncertainties and are subject to change at any time. These statements reflect our current expectations regarding the future profitability of the Company and its subsidiaries. As discussed in our annual report on Form 10-K for the fiscal year ended March 31, 2007, and in other periodic filings filed by the Company with the U.S. Securities and Exchange Commission, some of the factors that could affect our performance include, among other things: cyclicality and competitiveness of the metals recycling industry, commodity price fluctuations, adequate source of supply, debt covenants that restrict our ability to engage in certain transactions, compliance with environmental, health, safety and other regulatory requirements applicable to the Company, potential environmental liability, risk of deterioration of relations with labor unions, dependence on key management, dependence on suppliers of scrap metal, concentration of customer risk and exposure to credit risk, impact of export and other market conditions on the business, availability of scrap alternatives and under funded defined benefit pension plans.

Contacts
Analysts & Investors	Media
Robert C. Larry, Chief Financial Officer	Andrew Siegel / James Golden
Metal Management, Inc.	Joele Frank, Wilkinson Brimmer Katcher
(312) 645-0700	(212) 355-4449

(1) EBITDA is defined by the Company to be earnings before interest, taxes, depreciation, amortization, severance and other charges, gain (loss) on sale of fixed assets, income from joint ventures, gain on sale of joint venture interest, other income and stock-based compensation expense. EBITDA is presented because management believes it provides additional information with respect to the performance of its fundamental business activities. Management also believes that debt holders and investors commonly use EBITDA to analyze Company performance and to compare that performance to the performance of other companies that may have different capital structures. A reconciliation of EBITDA to GAAP net income is included in the table attached to this release. EBITDA is a measure typically used by many investors, but is not a measure of earnings as defined under Generally Accepted Accounting Principles, and may be defined differently by others.

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

							Three			Three
							months			months
	Year ended			Year ended			ended			ended
	March 31,			March 31,			March 31,			March 31,
	2007			2006			2007			2006
Net sales	$	2,229,012		$	1,589,126		$	624,427		$	434,101
Operating expenses:
Cost of sales (excluding depreciation)		1,952,457			1,400,285			550,571			374,874
General and administrative expense		91,309			81,576			25,749			22,865
Depreciation and amortization expense		27,991			19,192			6,669			5,324
Severance and other charges (income)		857			1,306			(75	)		311
Operating income		156,398			86,767			41,513			30,727
Income from joint ventures		3,087			9,716			316			3,250
Interest expense		(1,369	)		(1,578	)		(390	)		(402	)
Interest and other income, net		2,841			1,891			928			458
Gain on sale of joint venture interest		26,362			0			0			0
Income before income taxes		187,319			96,796			42,367			34,033
Provision for income taxes		70,914			36,532			15,503			11,482
Net income	$	116,405		$	60,264		$	26,864		$	22,551
Basic earnings per share	$	4.54		$	2.45		$	1.06		$	0.90
Diluted earnings per share	$	4.43		$	2.35		$	1.04		$	0.86
Cash dividends declared per share	$	0.30		$	0.30		$	0.075		$	0.075
Weighted average common shares outstanding		25,637			24,579			25,344			25,035
Weighted average diluted common shares outstanding		26,251			25,670			25,928			26,088

METAL MANAGEMENT, INC.
EBITDA (AS DEFINED)
RECONCILIATION TO GAAP FINANCIAL MEASURES
(in thousands)

							Three			Three
							Months			months
	Year ended			Year ended			ended			ended
	March 31,			March 31,			March 31,			March 31,
	2007			2006			2007			2006
Net income	$	116,405		$	60,264		$	26,864		$	22,551
Add Back:
Depreciation and amortization		27,991			19,192			6,669			5,324
Tax provision		70,914			36,532			15,503			11,482
Stock-based compensation expense		6,586			7,230			1,787			1,685
Income from joint ventures		(3,087	)		(9,716	)		(316	)		(3,250	)
Gain on sale of joint venture interest		(26,362	)		0			0			0
Interest expense		1,369			1,578			390			402
Interest and other income, net		(2,841	)		(1,891	)		(928	)		(458	)
Severance and other charges (income)		857			1,306			(75	)		311
Loss (gain) on sale of fixed assets		(734	)		93			(746	)		(208	)
EBITDA (AS DEFINED)	$	191,098		$	114,588		$	49,148		$	37,839

EX-99.2

Exhibit 99.2

Metal Management, Inc.
325 N. LaSalle Street • Suite 550
Chicago, Illinois 60610
www.mtlm.com
NYSE: MM

FOR IMMEDIATE RELEASE

METAL MANAGEMENT ACQUIRES SUBSTANTIALLY ALL
OF THE ASSETS OF MARS INDUSTRIES, INC.

CHICAGO, IL – MAY 23, 2007 –Metal Management, Inc. (NYSE: MM), one of the nation’s largest full service scrap metal recyclers, today announced that it has acquired substantially all of the assets of Mars Industries, Inc. (“Mars”). Financial terms of the transaction were not disclosed.

Mars, a privately-held company founded in 1987, is a full service metals processor and supplier serving greater Detroit, Michigan, one of the country’s largest scrap-generating territories. Mars currently handles approximately 360,000 tons of ferrous scrap metals per year. It is anticipated that the acquisition will be immediately accretive to the earnings of Metal Management.

About Metal Management, Inc.

Metal Management is one of the largest full service metal recyclers in the United States, with 50 recycling facilities in 17 states. For more information about Metal Management, Inc., visit the Company’s website at www.mtlm.com.

Forward Looking Statements

A number of the statements herein are not historical facts or deal with potential future circumstances and developments, in particular, whether the operations of Mars will be successfully integrated into Metal Management. These statements are subject to certain risks and uncertainties. There are many factors that impact these forward-looking statements that we cannot predict accurately. Further, our business is subject to a number of general risks that would affect any such forward-looking statements, including those described in Metal Management’s filings with the Securities and Exchange Commission, including under the caption “Item 1A—Risk Factors” in Metal Management’s Annual Report on Form 10-K for the most recently ended fiscal year. The information contained herein speaks as of the date hereof and Metal Management does not have or undertake any obligation to update such information as future events unfold.

Contacts
Analysts & Investors	Media
Robert C. Larry, Chief Financial Officer	Andrew B. Siegel
Metal Management, Inc.	Joele Frank, Wilkinson Brimmer Katcher
(312) 645-0700	(212) 355-4449 ext. 127