8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8–K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: July 24, 2009

METALS USA HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	333-146181	20-3779274
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

One Riverway, Suite 1100 Houston, Texas	77056
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s telephone number, including area code) (713) 965-0990

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 (see General Instruction A.2. below):

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

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

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

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

Item 2.02 Results of Operation and Financial Condition.

On July 23, 2009, Metals USA Holdings Corp. (the “Company”) issued a press release announcing financial results for the second quarter and six months ended June 30, 2009. The press release is furnished in this report as Exhibit 99.1.

The information contained in Exhibit 99.1 is incorporated herein by reference. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit Number	Description
99.1	Press Release dated July 23, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	METALS USA HOLDINGS CORP.
Date: July 24, 2009	/s/ Robert C. McPherson III
	Name:	Robert C. McPherson III
	Title:	Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated July 23, 2009.

EX-99.1

Exhibit 99.1

^® PRESS RELEASE

  FOR IMMEDIATE RELEASE Contacts: Robert McPherson Sr. Vice President, CFO Metals USA Holdings Corp. 713-965-0990

METALS USA REPORTS SECOND QUARTER 2009 RESULTS

July 23, 2009 – HOUSTON, TEXAS – Metals USA Holdings Corp. today announced its operating results for the quarter ended June 30, 2009. Sales revenues for the second quarter were $267.8 million compared to $593.1 million of sales revenues for the same period last year. Adjusted EBITDA (as defined and calculated in the attached table), a non-GAAP financial measure used by Metals USA and its creditors to monitor the performance of the business, was a negative $13.5 million for the second quarter compared to second quarter 2008 Adjusted EBITDA of $92.6 million. Second quarter 2009 net income was $13.8 million compared to net income of $39.8 million for the same period last year.

Lourenco Goncalves, the Company’s Chairman, President and CEO stated: “We are pleased with the results of our continuing inventory reduction efforts. The cash generated by our actions allowed us to repay a significant portion of our outstanding debt during the first half of 2009.” Mr. Goncalves added: “We believe Metals USA is well positioned to benefit from an improving environment we anticipate for the second half of the year.”

The Company had $166.0 million drawn under its asset-based credit facility at June 30, 2009, with excess availability of $69.1 million. Total liquidity, defined as excess availability plus cash, was $122.6 million at June 30, 2009. Net debt of $522.3 million on June 30, 2009 was $255.2 million lower than net debt of $777.5 million on December 31, 2008 due primarily to a decrease in working capital and debt repurchases. Total debt of $575.8 million at June 30, 2009 consisted of outstanding advances under the $625 Million Asset Based Loan Facility in the amount of $166.0 million, outstanding 11 ¹/8 % Senior Secured Notes in the amount of $226.3 million, outstanding PIK Toggle Notes of $177.5 million, and $6.0 million of other long term

debt. Capital expenditures were $1.4 million for the current quarter and $2.3 million year-to-date. Net cash provided by operating activities for the first six months of 2009 was $183.0 million.

The Company recognized depreciation and amortization expenses during the quarter of $4.8 million. Interest expense for the quarter was $17.2 million, which included $3.8 million of interest on the Company’s Senior Floating Rate Toggle Notes due 2012 that was paid entirely in kind (“PIK Interest”). Operating income (loss), the GAAP measure that we believe is most comparable to Adjusted EBITDA, was a loss of $19.1 million for the second quarter of 2009, compared to $83.4 million of operating income recorded in the same period last year.

Second quarter 2009 results included charges related to lower-of-cost or market adjustments (LCM) consisting of a pre-tax inventory write-down of $20.7 million, partially offset by $14.6 million of increased gross margin from previous LCM write-downs on inventory sold during the period.

Metals USA has scheduled a conference call for Friday, July 24, 2009 at 11 a.m. Eastern Time. Anyone interested in hearing the call live may gain access via the Company’s website. A replay of the call will be available approximately two hours after the live broadcast ends and will be available until approximately August 25, 2009. To access the replay, dial (888) 203-1112 and enter the pass code 4551786.

Metals USA provides a wide range of products and services in the heavy carbon steel, flat-rolled steel, non-ferrous metals, and building products markets. For more information, visit the Company’s website at www.metalsusa.com. The information contained in this release is limited and the Company encourages interested parties to read the Company’s historical Form 10-Ks and Form 10-Qs which are on file with the Securities and Exchange Commission for more complete historical information about the Company. Additionally, copies of the Company’s filings with the Securities and Exchange Commission, together with press releases and other information investors may find of benefit, can be found at the Company’s website at www.metalsusa.com under “Investor Relations.”

This press release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company’s control which may cause the actual results, performance or achievement of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those disclosed in the Company’s historic periodic filings with the Securities and Exchange Commission.

-Tables follow -

Metals USA Holdings Corp.

Unaudited Consolidated Statements of Operations

(In millions)

	Three Months Ended									Six Months Ended
	June 30,						March 31,			June 30,
	2009			2008			2009			2009			2008
Revenues:
Net sales	$	267.8		$	593.1		$	330.2		$	598.0		$	1,082.1
Operating costs and expenses:
Cost of sales (exclusive of operating and delivery, and depreciation and amortization shown below)		228.8			422.9			287.7			516.5			799.5
Operating and delivery		31.2			49.5			34.7			65.9			96.0
Selling, general and administrative		22.1			33.4			24.0			46.1			62.6
Depreciation and amortization		4.8			5.4			4.7			9.5			10.9
Gain on sale of property and equipment		—			(1.5	)		—			—			(1.5	)
Operating income (loss)		(19.1	)		83.4			(20.9	)		(40.0	)		114.6
Other (income) expense:
Interest expense		17.2			19.9			19.3			36.5			45.0
Other (gains) losses		(56.1	)		—			(32.3	)		(88.4	)		—
Other (income) expense, net		(0.2	)		0.1			(0.1	)		(0.3	)		—
Income (loss) before income taxes		20.0			63.4			(7.8	)		12.2			69.6
Provision (benefit) for income taxes		6.2			23.6			(3.7	)		2.5			26.0
Net income (loss)	$	13.8		$	39.8		$	(4.1	)	$	9.7		$	43.6

Metals USA Holdings Corp.

Unaudited Consolidated Balance Sheets

(In millions, except share amounts)

	June 30, 2009			December 31, 2008
Assets
Current assets:
Cash and cash equivalents	$	53.5		$	166.7
Accounts receivable, net of allowance of $9.2 and $8.8, respectively		139.5			189.3
Inventories		232.7			422.6
Deferred income tax asset		22.6			23.6
Prepayments and other		4.5			6.5
Total current assets		452.8			808.7
Property and equipment, net		189.0			190.1
Assets held for sale		0.9			1.8
Intangible assets, net		10.8			13.6
Goodwill		49.7			49.9
Other assets, net		18.9			24.1
Total assets	$	722.1		$	1,088.2
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	46.0		$	47.2
Accrued liabilities		42.7			60.9
Current portion of long-term debt		0.1			1.6
Total current liabilities		88.8			109.7
Long-term debt, less current portion		575.7			942.6
Deferred income tax liability		74.9			62.2
Other long-term liabilities		21.9			24.7
Total liabilities		761.3			1,139.2
Commitments and contingencies
Stockholders’ deficit:
Common stock, $.01 par value, 30,000,000 shares authorized, 14,077,500 issued and outstanding at June 30, 2009 and December 31, 2008, respectively		0.1			0.1
Additional paid-in capital		6.6			6.4
Retained deficit		(44.8	)		(54.5	)
Accumulated other comprehensive loss		(1.1	)		(3.0	)
Total stockholders’ deficit		(39.2	)		(51.0	)
Total liabilities and stockholders’ deficit	$	722.1		$	1,088.2

Metals USA Holding Corp.

Unaudited Consolidated Statements of Cash Flows

(In millions)

	Six Months Ended June 30,
	2009			2008
Cash flows from operating activities:
Net income (loss)	$	9.7		$	43.6
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Gain) loss on sale of property and equipment		—			(1.5	)
Provision for bad debts		2.1			1.3
Depreciation and amortization		10.4			12.4
Other (gains) losses		(88.4	)		—
Amortization of debt issuance costs and discounts on long-term debt		2.9			2.9
Deferred income taxes		13.7			(4.2	)
Stock-based compensation		0.2			0.6
Non-cash interest on PIK option		13.8			—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		47.7			(77.4	)
Inventories		189.9			(108.1	)
Prepayments and other		2.0			(0.9	)
Accounts payable and accrued liabilities		(18.2	)		51.9
Other		(2.8	)		6.4
Net cash provided by (used in) operating activities		183.0			(73.0	)
Cash flows from investing activities:
Sale of assets		—			4.3
Purchases of assets		(2.3	)		(4.9	)
Acquisition costs, net of cash acquired		(4.2	)		—
Net cash used in investing activities		(6.5	)		(0.6	)
Cash flows from financing activities:
Borrowings on credit facility		63.5			550.5
Repayments on credit facility		(265.5	)		(469.5	)
Repayments of long-term debt		(87.7	)		(2.3	)
Deferred financing costs		—			(0.3	)
Net cash (used in) provided by financing activities		(289.7	)		78.4
Net (decrease) increase in cash and cash equivalents		(113.2	)		4.8
Cash and cash equivalents, beginning of period		166.7			13.6
Cash and cash equivalents, end of period	$	53.5		$	18.4

Metals USA Holdings Corp.

Unaudited Supplemental Segment and Non-GAAP Information

(In millions, except shipments)

	Three Months Ended									Six Months Ended
	June 30,						March 31,			June 30,
	2009			2008			2009			2009			2008
Segment:
Flat Rolled and Non-Ferrous:
Net sales	$	117.6		$	234.5		$	140.9		$	258.5		$	450.5
Operating income (loss)	$	3.1		$	29.2		$	(2.3	)	$	0.8		$	44.1
Depreciation and amortization	$	1.8		$	1.9		$	1.8		$	3.6		$	3.7
EBITDA (1)	$	4.9		$	31.1		$	(0.5	)	$	4.4		$	47.8
Adjusted EBITDA (2)	$	4.9		$	31.1		$	(0.5	)	$	4.4		$	47.8
Shipments (3)		110			164			113			223			332
Plates and Shapes:
Net sales	$	124.8		$	325.6		$	172.5		$	297.3		$	575.2
Operating income (loss)	$	(17.0	)	$	64.2		$	(8.7	)	$	(25.7	)	$	92.6
Depreciation and amortization	$	2.3		$	2.2		$	2.4		$	4.7		$	4.6
EBITDA (1)	$	(14.7	)	$	66.4		$	(6.3	)	$	(21.0	)	$	97.2
Adjusted EBITDA (2)	$	(14.7	)	$	66.4		$	(6.3	)	$	(21.0	)	$	97.2
Shipments (3)		120			240			137			257			460
Building Products:
Net sales	$	27.2		$	36.4		$	19.7		$	46.9		$	62.5
Operating income (loss)	$	0.5		$	(2.5	)	$	(4.3	)	$	(3.8	)	$	(8.2	)
Depreciation and amortization (5)	$	0.6		$	0.5		$	0.6		$	1.2		$	1.8
EBITDA (1)	$	1.1		$	(2.0	)	$	(3.7	)	$	(2.6	)	$	(6.4	)
Adjusted EBITDA (2)	$	1.1		$	0.9		$	(3.3	)	$	(2.2	)	$	(1.6	)
Shipments (3)		—			—			—			—			—
Corporate and other:
Net sales	$	(1.8	)	$	(3.4	)	$	(2.9	)	$	(4.7	)	$	(6.1	)
Operating loss	$	(5.7	)	$	(7.5	)	$	(5.6	)	$	(11.3	)	$	(13.9	)
Depreciation and amortization	$	0.5		$	1.2		$	0.4		$	0.9		$	2.3
EBITDA (1)	$	(5.2	)	$	(6.3	)	$	(5.2	)	$	(10.4	)	$	(11.6	)
Adjusted EBITDA (2)	$	(4.8	)	$	(5.8	)	$	(4.8	)	$	(9.6	)	$	(10.5	)
Shipments (3) (4)		(2	)		(3	)		(2	)		(4	)		(5	)
Consolidated:
Net sales	$	267.8		$	593.1		$	330.2		$	598.0		$	1,082.1
Operating income (loss)	$	(19.1	)	$	83.4		$	(20.9	)	$	(40.0	)	$	114.6
Depreciation and amortization (5)	$	5.2		$	5.8		$	5.2		$	10.4		$	12.4
EBITDA (1)	$	(13.9	)	$	89.2		$	(15.7	)	$	(29.6	)	$	127.0
Adjusted EBITDA (2)	$	(13.5	)	$	92.6		$	(14.9	)	$	(28.4	)	$	132.9
Shipments (3)		228			401			248			476			787

(1) EBITDA is the summation of Operating income (loss) and Depreciation and amortization. We believe that EBITDA is commonly used as a measure of performance for companies in our industry and is frequently used by analysts, investors, lenders and other interested parties to evaluate a company’s financial performance and its ability to incur and service debt. EBITDA should not be considered as a measure of financial performance under accounting principles generally accepted in the United States. The items excluded from EBITDA are significant components in understanding and assessing financial performance. EBITDA should not be considered in isolation or as an alternative to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in the consolidated financial statements as an indicator of operating performance or a measure of liquidity.

(2) Adjusted EBITDA, as contemplated by our credit documents, is used by our lenders for debt covenant compliance purposes. Adjusted EBITDA is EBITDA adjusted to eliminate management fees to related parties, one-time, non-recurring charges related to the use of purchase accounting, and other non-cash income or expenses, which are more particularly defined in our credit documents and the indentures governing our notes.

(3) Unaudited and is expressed in thousands of tons. Not a meaningful measure for Building Products.

(4) Negative net sales and shipment information represent the elimination of intercompany transactions.

(5) Includes depreciation expense recorded in cost of sales.

EBITDA and Adjusted EBITDA Non-GAAP Measures, Reconciliations and Explanations

EBITDA represents net income before interest, income taxes, depreciation and amortization. Adjusted EBITDA (as defined by the loan and security agreement governing the ABL facility and the indentures governing our notes) is defined as EBITDA further adjusted to exclude certain non-cash, non-recurring and realized (or in the case of the indentures, expected) future cost savings directly related to prior acquisitions. EBITDA and Adjusted EBITDA are not defined terms under GAAP. Neither EBITDA nor Adjusted EBITDA should be considered an alternative to operating income or net income as a measure of operating results or an alternative to cash flow as a measure of liquidity.

There are material limitations associated with making the adjustments to our earnings to calculate EBITDA and Adjusted EBITDA and using these non-GAAP financial measures as compared to the most directly comparable GAAP financial measures. For instance, EBITDA and Adjusted EBITDA do not include:

• interest expense, and because we have borrowed money in order to finance our operations, interest expense is a necessary element of our costs and ability to generate revenue;

• depreciation and amortization expense, and because we use capital assets, depreciation and amortization expense is a necessary element of our costs and ability to generate revenue; and

• income tax expense, and because the payment of taxes is part of our operations, tax expense is a necessary element of our costs and ability to operate.

We present EBITDA because we consider it an important supplemental measure of our performance and believe it is frequently used by our investors and other interested parties, as well as by our management, in the evaluation of companies in our industry, many of which present EBITDA when reporting their results. In addition, EBITDA provides additional information used by our management and board of directors to facilitate internal comparisons to historical operating performance of prior periods. Further, management believes EBITDA facilitates their operating performance comparisons from period to period because it excludes potential differences caused by variations in capital structure (affecting interest expense), tax positions (such as the impact of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting depreciation expense).

We believe that the inclusion of supplemental adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about the performance of the business, and we are required to reconcile net income to Adjusted EBITDA to demonstrate compliance with debt covenants. Management uses Adjusted EBITDA as a key indicator to evaluate performance of certain employees.

	Three Months Ended								Six Months Ended
	June 30,					March 31,			June 30,
	2009			2008		2009			2009			2008
	(In millions)
Operating income (loss)	$	(19.1	)	$	83.4	$	(20.9	)	$	(40.0	)	$	114.6
Depreciation and amortization (1)		5.2			5.8		5.2			10.4			12.4
EBITDA		(13.9	)		89.2		(15.7	)		(29.6	)		127.0
Indenture defined adjustments to EBITDA:
Facility closure and severance costs		—			2.8		0.4			0.4			4.7
Stock options and grant expense		0.1			0.3		0.1			0.2			0.6
Management fees and other costs		0.3			0.3		0.3			0.6			0.6
Adjusted EBITDA	$	(13.5	)	$	92.6	$	(14.9	)	$	(28.4	)	$	132.9

(1) Includes depreciation expense recorded in cost of sales for the Building Products Group.