<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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 June 30, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
COMMISSION FILE NO. 0-14836
METAL MANAGEMENT, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-2835068
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
500 N. DEARBORN ST., SUITE 405,
CHICAGO, IL 60610
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (312) 645-0700
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 [ ]
As of August 7, 1998, the Registrant had 39,099,812 shares of Common Stock
outstanding.
<PAGE> 2
PART II -- OTHER INFORMATION
ITEM 1.
This Amendment No. 1 to Form 10-Q filed with respect to the Company's
fiscal quarter ended June 30, 1998 is being filed to include Exhibit 11.1
"Computation of Net Income (Loss) Per Share" which was inadvertently omitted
from the submission made by the Company on August 14, 1998.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Exhibit Index
(b) Reports on Form 8-K
The following reports on Form 8-K were filed during the quarter ended
June 30, 1998:
(1) Form 8-K dated March 31, 1998, filed April 15, 1998 (describing
the Company's Senior Credit Facility).
(2) Form 8-K dated May 1, 1998, filed May 1, 1998 (relating to the
acquisition of Aerospace Metals, Inc. and its consolidated subsidiaries
and including historical and pro forma financial statements).
(3) Form 8-K dated May 1, 1998, filed May 1, 1998 (describing
certain risk factors related to an investment in the Company's
securities).
(4) Form 8-K dated May 13, 1998, filed May 22, 1998 (describing the
Company's issuance of $180 million of Senior Subordinated Notes).
1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ GERARD M. JACOBS
------------------------------------
Gerard M. Jacobs
Director and
Chief Executive Officer
By: /s/ T. BENJAMIN JENNINGS
------------------------------------
T. Benjamin Jennings
Director, Chairman of the Board
and Chief Development Officer
By: /s/ ROBERT C. LARRY
------------------------------------
Robert C. Larry
Vice President of Finance,
Treasurer,
Chief Financial Officer and
Assistant Secretary
Date: August 19, 1998
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METAL MANAGEMENT, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER AND DESCRIPTION OF EXHIBIT
---------------------------------
<C> <S>
11.1 Computation of net income (loss) per share.
</TABLE>
3
<PAGE> 1
EXHIBIT 11.1
METAL MANAGEMENT, INC.
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1998 1997
------------ ------------
<S> <C> <C>
Earnings:
Net income (loss) from continuing operations applicable to
common stock........................................... $(1,593) $ 286
Gain on sale of discontinued operations, net.............. 47 101
Extraordinary charge, net................................. (862) 0
------- -------
Net income (loss) applicable to common stock...... $(2,408) $ 387
======= =======
Basic earnings per share:
Weighted average common shares outstanding.................. 34,284 12,956
======= =======
Per share amounts:
Net income (loss) from continuing operations applicable to
common stock........................................... $ (0.05) $ 0.02
Gain on sale of discontinued operations................... 0.00 0.01
Extraordinary charge, net................................. (0.02) 0.00
------- -------
Net income (loss) applicable to common stock...... $ (0.07) $ 0.03
======= =======
Diluted earnings per share:
Weighted average common shares outstanding.................. 34,284 12,956
Common stock equivalents(1)................................. 0 1,977
------- -------
Total............................................. 34,284 14,933
======= =======
Per share amounts:
Net income (loss) from continuing operations Applicable to
common stock........................................... $ (0.05) $ 0.02
Gain on sale of discontinued operations................... 0.00 0.01
Extraordinary charge, net................................. (0.02) 0.00
------- -------
Net income (loss) applicable to common stock...... $ (0.07) $ 0.03
======= =======
</TABLE>
- -------------------------
(1) For the three months ended June 30, 1998, common stock equivalents were not
added to the weighted average shares outstanding as the result would have
been anti-dilutive.
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