UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended January 3, 2004 OR

[ ] TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 333-29141

MMI PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)



|DELAWARE                                 | 74-1622891         
|---------------------------------------- | -------------------
|(State or Other Jurisdiction of          | (I.R.S. Employer   
|Incorporation or Organization)           | Identification No.)
|                                         |                    
|400 N. Sam Houston Pkwy E., Ste. 1200    |                    
|Houston, Texas                           | 77060              
|(Address of Principal Executive Offices) | (Zip Code)         

Registrant's telephone number, including area code:(281) 876-0080

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

The common stock of the registrant is not publicly registered or traded and, therefore, no market value whether held by affiliates or non-affiliates can be readily ascertained.

There were 252,000 shares of the Registrant's Class A Common Stock outstanding as of the close of business on April 1, 2004, all of which are held by Merchants Metals Holding Company.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

PART I

Item 1. Business

General

MMI Products, Inc. ("the Company"), a Delaware corporation and a wholly owned subsidiary of Merchants Metals Holding Company ("MMHC"), was organized in 1953. MMHC was acquired by Citicorp Venture Capital, Ltd. ("CVC") and members of the Company's management in 1986.

We are a leading manufacturer and distributor of products used in the North American public "infrastructure", nonresidential and residential construction industries. For the year ended January 3, 2004, we believe approximately 72% of our total net sales were for nonresidential applications. Our products are segregated into two reporting segments: Fence and Concrete Construction Products, which accounted for 57.5% and 42.5% of our total net sales, respectively, for the year ended January 3, 2004. We have established leading market positions in each of our segments. We offer high quality products and have extensive distribution capabilities. Additionally, we realize cost savings by combining the requirements for steel rod, our main raw material, for each of our segments. As a result, we are one of the largest buyers of steel rod in the United States and believe we are able to generally purchase steel rod at a discount to industry standards.

The products in our Fence segment include chain link fence fabric, fittings, ornamental iron fence and other related products which are manufactured and distributed by us, as well as wood, vinyl and aluminum products which are primarily manufactured by third parties and distributed by us. The products in our Concrete Construction Products segment include various classes of welded steel reinforcement, which serve as a structural grid for concrete construction, including all types of buildings, roads, bridges, runways, and sewage and drainage projects. In addition, the Concrete Construction Products segment produces over 2,000 specialized accessories used in concrete construction ("concrete accessories"), including products used to position and install steel reinforcing bar and the welded steel reinforcement products.

We have an extensive and well-positioned distribution network, consisting of 78 company-operated manufacturing and distribution centers, located in 30 states and Mexico. Our distribution network serves over 5,900 customers, including construction contractors, fence wholesalers, industrial manufacturers, highway construction contractors and fabricators of steel reinforcing solutions. We manufacture products at 20 principal manufacturing facilities strategically located throughout the United States and Mexico. In addition to serving customers nationwide, our distribution centers and production facilities are well positioned to serve areas of high population and construction growth. We currently have manufacturing or distribution facilities in each of the ten states with the largest projected increases in population through 2025.

We maintain inventory in distribution centers for fence and concrete accessories products. Inventories will generally be at their highest levels between the months of April and October when most market activity occurs in the Fence segment. Large inventories may occur at the end of other months if larger than normal purchases of raw materials and purchased products are made in light of the cost volatility of such items. We generally purchase our raw material in large quantities based upon expected usage for a period of up to nine months. Accounts receivable also rise during these months due to the seasonal fluctuations in sales.

We have one customer that accounted for more than 10% of the Concrete Construction Products segment net sales in fiscal year 2003; however, this customer did not account for more than 10% of our consolidated net sales.

All of our outstanding capital stock is owned by MMHC. An affiliate of CVC, Court Square Capital, Limited, together with other CVC affiliates, employees and other persons affiliated or otherwise associated with CVC, own 49.5% of the total voting power of MMHC. In addition, such persons may elect to convert their stock into stock of another class and by so doing represent 82% of the total voting power of MMHC.

We have two subsidiaries, MMI Management, Inc. and Ivy Steel & Wire, Inc. MMI Management, Inc. has a 99% limited partnership interest in, and the Company holds a one percent general partnership interest in, MMI Management Services, L.P., the entity which provides us use of its intellectual property and provides general management, business development, finance, and purchasing services. On December 30, 2002, the Company acquired Structural Reinforcement Products, Inc. ("SRP"). On December 31, 2002 SRP's name was changed to Ivy Steel & Wire, Inc.

Our corporate headquarters, which was previously located at 515 West Greens Road, Ste. 710, Houston, Texas, 77064 has been relocated to 400 N. Sam Houston Pkwy E., Ste. 1200, Houston, Texas 77060, as of March 29, 2004. Our telephone number is (281) 876-0080.

The 2003, 2002, and 2001 fiscal years referred to in this Annual Report are the fifty-three week period ended January 3, 2004, and the fifty-two week periods ended December 28, 2002, and December 29, 2001, respectively.

Acquisitions

Historically, we have achieved a significant portion of our growth through business acquisitions. The Company has completed 2 acquisitions since the beginning of fiscal 2001, aggregating approximately $29.6 million in consideration, including one acquisition in fiscal 2003 and the other in fiscal 2001.

On February 1, 2001, the Company purchased certain assets of Page Two, Inc. and Kewe 3, Inc. for cash of $2.0 million, which we funded from our revolving credit facility. The assets consisted primarily of a production line for the application of an aluminum coating on strand wire located in Bartonville, Illinois, as well as accounts receivable, inventories and goodwill. The machinery and equipment was moved to a Company owned facility in New Paris, Indiana in late 2002.

On December 30, 2002, the Company purchased all of the issued and outstanding shares of SRP. The purchase price recorded in fiscal 2003 by the Company was approximately $27.6 million, including $3.6 million for the present value of contracted installment payments. The $24.0 million cash disbursement was funded from our revolving credit facility. Additional acquisition costs could be recorded contingent upon the operating and financial success of the acquired facility. SRP manufactures welded steel reinforcement products in a "state-of-the-art" facility located in Hazleton, Pennsylvania.

Business Segments

We report our results of operations in two business segments - Fence and Concrete Construction Products. Both segments share common factors in relation to seasonality of business and raw materials.

Seasonality and Cyclicality. Our products are used in the nonresidential, infrastructure, and residential construction industries. These industries are both cyclical and seasonal, and changes in demand for construction services have a material impact on our sales and profitability. The highest level of sales and profitability generally occur during the times of the year when climatic conditions are most conducive to construction activity. Accordingly, sales will typically be higher in the second and third quarters and will be lower in the first and fourth quarters. In an effort to mitigate cyclical influences, we have implemented the following strategies to help offset the impact of any such downturns on our operating results and liquidity:

- increased our focus on products used in the nonresidential and infrastructure construction industries, which over the years have tended to have less cyclical volatility than the residential construction industry;
- positioned our Concrete Construction Products segment to benefit from anticipated increases in infrastructure spending;
- expanded our distribution network to serve diverse areas of high population growth, as well as to limit the effects of any particular regional economic downturn.

Raw Materials. Our manufactured products are produced primarily from steel rod. Because both business segments require large quantities of the same raw material, we purchase steel rod in significantly larger quantities than would be necessary if the business segments were part of independent enterprises. Because of such large volume purchases, we believe that we typically purchase steel rod at a discount to industry standards. Since steel rod cost comprises a substantial portion of cost of goods sold (approximately 24% in fiscal year 2003), we believe such cost savings provide a competitive advantage.

More than half of our annual steel rod purchased is produced in the United States. We purchase steel rod from most of the producers of this product in the United States and because of our purchasing power, we have the ability to purchase significant quantities from virtually any foreign mill.

All agreements for the purchase of steel rod, whether foreign or domestic, are denominated in U.S. dollars. Once ordered, there are no risks of fluctuations in foreign currency exchange rates with respect to such agreements to purchase steel rod from foreign sources.

Fence Segment

Our Fence segment is made up of two operating divisions, Merchants Metals and Anchor Die Cast.

Merchants Metals is headquartered in Houston, Texas. Its operations are located throughout the United States and includes one manufacturing location in Mexico. Merchants Metals operations are managed by geographic regions. Anchor Die Cast, a manufacturer of fence fittings, is located in Harrison, Arkansas. Our Fence segment contributed 57.5%, 57.6%, and 53.8% of consolidated net sales in fiscal years 2003, 2002, and 2001, respectively.

Production Process. Our chain link fence manufacturing process is virtually the same at each manufacturing facility. The dominant manufacturing process is "galvanized after weaving," where after wire drawing and weaving processes, the produced roll of chain link fabric is passed through molten zinc which clings to the surface to protect against corrosion and enhance appearance.

The segment also produces other types of coated wire fabric, including PVC coated, aluminum coated, and "galvanized before weaving". In addition, vinyl coatings are applied to the pipe, tubing, and fittings used with vinyl coated chain link fabric. Anchor Die Cast manufactures a full line of aluminum die cast and galvanized pressed steel fittings.

In addition to steel rod, which is the primary raw material for manufactured fence fabric, other raw materials are used such as: zinc, aluminum, vinyl pellets and vinyl powder.

Merchants Metals also manufactures various lines of ornamental fence systems. Produced from steel square tubing, these panels, gates, posts and hardware are fabricated by either a riveting or welding process, depending on style. These systems range from lightweight residential to heavy-duty commercial/industrial applications. While the raw structural tubing can be either black steel or pre-galvanized, based on the customer's preference, once fabricated, all panels and other components are powder coated with a long-lasting polyester finish, offered in a variety of colors.

Products. Our Fence segment is one of the largest producers of hot dipped galvanized and vinyl coated chain link fence systems and a major producer and distributor of ornamental iron and aluminum fencing in the United States. The segment manufactures its products at eight principal facilities in the United States and Mexico.

Chain link fence systems include:

Galvanized After Weaving - Galvanized after weaving, or GAW, is the only zinc coated chain link fabric that is coated after weaving, ensuring all surfaces of the base metal are protected. Combined with zinc coated framework, galvanized chain link fence systems provide security and protection in commercial, industrial, and recreational fence applications.

Vinyl Coated Products - The fence segment manufactures and distributes a variety of vinyl coated products, including vinyl coated chain link fence fabric, coated pipe and accessories. Merchants Metals utilizes its Colorbond I and Colorbond II systems for commercial, industrial and recreational applications.

Colorbond I provides a dependable, rugged, long-lasting protection, and is ideal for applications where high security and strength are required. Colorbond I is created by combining fabric made from either extruded and adhered, or fused and adhered wire with framework which meets the strict specifications of the American Society for Testing and Materials "ASTM", and is specified for highways, bridges, power plants and marine installations, by heavy industry and state and federal agencies.

Colorbond II offers long-lasting protection and maintenance free qualities and is often selected for light industrial and recreational projects. Colorbond II is created by combining fabric that is made from extruded, extruded and adhered, and fused and adhered wire with high strength framework which meets the ASTM standards for coating. These systems are environmentally safe and aesthetically pleasing. As such, they are specified for a variety of applications including perimeter security systems for hospitals, pumping and transformer stations, parks, pools and playgrounds, athletic fields, and office complexes.

Secure-GuardTM is a high security chain link mesh that has smaller openings through which most objects cannot pass. The smaller opening enhances the security of the system as it minimizes the possibility of fingers and toes being inserted to facilitate climbing, as well as making it more difficult to manually cut through the fabric (there is a limited amount of space for wire cutters to operate). Secure-guard is ideal for special security applications including military facilities, prisons, industrial storage yards, bridges and pedestrian overpasses, and various governmental facilities.

The Secure-BondTM fencing system is a specially formulated polyvinylchloride (PVC), compounded of virgin PVC resins, plasticizers and stabilizers that is fused and bonded to a high quality commercial grade steel core wire which has been given a standard coating of zinc. With this Merchants Metals exclusive process, the galvanized steel substrate is mechanically cleaned and chemically treated to produce a molecular bond between the galvanized core and the vinyl. The strength of the bond is greater than the cohesive strength of the PVC material itself. This permanently fused vinyl coating provides a dense and impervious covering, free of voids, with a smooth surface. The process permits the use of a larger diameter core wire because it requires only a 7 to 10 mil (thousandths of an inch) coating of vinyl (compared to the approximate 15 to 25 mil vinyl coating for extruded plastic coated wire) to assure protection from corrosion. The resulting product is a wire with a fused-on vinyl coating that is evenly applied and free of pin holes and blisters. Security fencing is corrosion and abrasion resistant and will not support combustion.

Ornamental iron fence panels are constructed from high quality galvanized steel for maximum strength and durability. A finished coat of polyester powder is applied over zinc rich primer providing corrosion protection and aesthetic appeal. Ornamental iron fences are commonly used for private and semi-private residential developments, apartment complexes, universities, parks, and various other applications.

Other manufactured products are:

- aluminized chain link fence fabric;
- a full line of aluminum die cast and galvanized pressed steel fittings;
- vinyl coated pipe and accessories; and
- gates.

Our Fence segment also distributes a variety of fence products purchased from third parties, including:

- pipe;
- tubing;
- wood;
- vinyl;
- ornamental iron and aluminum fence products;
- gates;
- hardware; and
- other related products.

Fence products are used in a variety of applications. The chain link fence products primarily serve as security fencing at nonresidential, residential, and governmental facilities, including the following:

- manufacturing and other industrial facilities;
- warehouses;
- schools;
- airports;
- correctional institutions;
- military facilities;
- recreational facilities;
- swimming pools; and
- dog kennels.

Polyvinyl chloride ("PVC") color coated wire, together with vinyl coated colored pipe, tubing and fittings, are used primarily to enhance the appearance of a chain link fence system (e.g., residential applications, tennis courts, etc.). Our Fence segment also offers other fence products that are used primarily in the construction of wood, vinyl, aluminum or ornamental iron fence systems, and in the construction of all sizes and styles of fence gates for the residential and nonresidential markets.

In fiscal year 2003, approximately 50% of our Fence segment sales represented products we manufactured. The remaining fence products were purchased as finished goods from third parties for distribution. Purchases of finished fence products are primarily from domestic manufacturers. We believe our full line of fence products provides a competitive advantage by giving us the ability to provide a "one-stop shop" solution for our customers, thereby promoting customer loyalty.

Sales and Marketing; Principal Customers. Our Fence segment sells fence products principally to fence wholesalers and to nonresidential and residential contractors. Although some of our fence products get to the ultimate consumer through home centers, home centers are not a primary focus of our Fence segment's sales efforts. No customer accounted for more than 10% of our Fence segment revenues in fiscal year 2003.

Sales and customer service employees consist of inside and outside sales personnel, distribution center managers, sales managers, and customer service representatives. Sales generally are made through 51 regional distribution centers (7 of which are located at manufacturing facilities), located in 30 states. Because customer orders typically require rapid turn-around time, the distribution centers are strategically located near customers' facilities. The segment also distributes its fence products through a network of approximately 420 authorized dealers located across the country.

Competition. Our Fence segment's major national competitor is Master-Halco, Inc., which has a more extensive distribution network than Merchants Metals. Our segment also competes with other national and regional competitors.

Although the ability to sell fence products at a competitive price is an important competitive factor, we believe other factors, such as perceived quality of product and service and ability to deliver products to customers quickly, are also important to our fence customers.

Concrete Construction Products Segment

Our Concrete Construction Products segment is made up of two divisions, Ivy Steel and Wire ("Ivy"), which produces welded steel reinforcement products, and Meadow Burke Products ("Meadow Burke"), which produces concrete accessories. Ivy is headquartered in Houston, Texas and Meadow Burke is headquartered in Tampa, Florida. Both companies segregate their management and operations by geographic region. Our Concrete Construction Products segment comprised 42.5%, 42.4% and 46.2% of our consolidated net sales in fiscal years 2003, 2002 and 2001, respectively.

Production Process. Our Concrete Construction Products segment manufactures its products at 13 principal facilities, which are strategically located throughout the United States and Mexico. Welded steel reinforcement products are produced from wire drawn from low-carbon, "hot-rolled" steel rod that ranges in size from 1/8-inch diameter to 3/4-inch diameter, in both smooth and deformed patterns. These products are manufactured on large automatic welding machines that use the electrical resistance method. They are designed, engineered and manufactured based on customer project specifications.

The commodity building mesh product generally is produced in roll and sheet form and is made with smaller diameter wire. The welded steel reinforcement product used in concrete pipe generally is custom-made to customer specifications. Additional steps in the process of producing other reinforcement products often include:

- cutting to exact sizes;
- bending to precise shapes; and
- preparing the surface to allow for the application of special coatings.

The concrete accessories manufacturing process also consists of drawing steel rod into wire that is then fed into automatic forming and resistance welding machines which produce the finished product. Additional manufacturing processes include:

- various punch press operations;
- threading;
- machining;
- painting; and
- epoxy coating of products.

In addition to steel rod, which is the primary raw material for concrete accessories, other raw materials are used such as:

- round and flat bar stock;
- slit steel coils; and
- reinforcing steel bars.

Products. The segment provides a variety of products for use in the commercial, residential, and infrastructure markets.

The welded steel reinforcement products can be used in virtually any reinforced concrete application, including highways, bridges, airport taxiways, pipelines, sewage and drainage projects, and precast products. They include:

Structural Fabric Products - Structural fabric is a welded steel reinforcement product designed as an alternative to steel reinforcing bar. It is utilized primarily in the commercial construction and infrastructure markets for applications that include bridge beams, highways, bridges, airport taxiways, and parking decks.

The segment manufactures structural products under the trade name Varigrid®. As the name implies, the spacing or "grid" of the fabric can be varied in both directions. We believe Varigrid provides advantages over other reinforcement products. It decreases the amount of steel required to meet job specifications, while improving placement speed and quality control. Total cost is therefore less, as the construction crews that tie larger quantities of rebar in place are not needed.

Precast box culverts are becoming more widely used in structures for the conveyance of storm water runoff in certain regions of the country. Departments of Transportation, local governments, and private developers are increasingly specifying box culverts on their projects. The steady increase in box culvert demand has challenged the precaster to develop new and better means of providing a quality product at a competitive price. We believe we are the industry leader in the design and production of custom welded steel reinforcement sheets for the precast concrete industry. Additionally, we provide innovative reinforcement sheets that are improving the way culvert cages are constructed.

As part of this strategy to introduce unique and innovative precast products, we introduced the Acc-U-Cage® reinforcement system. Acc-U-Cage sheets are manufactured using our Varigrid technology using variable lengths and wire sizes, to effectively place the steel in the required location. Each sheet is bent into a "U" shape for quick assembly with two "U" shapes forming the inside cage and two "U" shapes forming the outside cage resulting in rigid cages without over-steeling.

Structural fabric is marketed as a cost-effective alternative to steel reinforcing bars. Although structural fabric has a higher initial cost to the customer than does steel reinforcing bar, we believe the overall construction cost to the customer is generally lower if structural fabric is utilized.

Building Mesh Products - Building mesh is used in residential and light nonresidential construction, including side walks and driveways, slab foundations and concrete walls, and various other applications. Building mesh products are sold in sheets and rolls and represent scaled back versions of our Varigrid systems manufactured to customer specifications.

Building mesh products also include Steeltex®, which is a combination of wire mesh with a special waterproof backing containing glass reinforced fibers which are embedded in the paper for additional strength. Steeltex applications include building of swimming pools, miniature golf courses and stucco applications.

Pipe Mesh Products - Pipe mesh products are manufactured to customer specifications for use in the construction of reinforced concrete pipe and, among other things, drainage and sewage systems and water treatment facilities. Pipe mesh can be manufactured in a multitude of sizes to meet any job requirement. Ivy has been producing pipe mesh for over 40 years.

Bright Basic Wire Products - Low, medium, and high carbon Bright Basic Wire is produced for various industrial applications which are marketed in either coils or straight and cut lengths. With tensile and yield strengths higher than rebar, straight and cut deformed wire may be cut to exact lengths and substituted for many jobs requiring rebar.

In addition, the segment produces over 2,000 specialized accessories used in concrete construction, including products used to position and install steel reinforcing bar and welded steel reinforcement products.

Concrete accessories include the following:

Metal Rebar Supports - Metal rebar supports is the leading volume product in our concrete accessories product line. Four regional manufacturing plants produce these products for their respective markets. We believe we are one of the market leaders in both service and quality. Metal rebar supports are used for positioning rebar in concrete slabs for maximum strength benefit of the steel rebar. Rebar supports are mill finish, galvanized, epoxied or stainless steel in composition.

Precast and Prestressed Products - Precast and prestressed products cover a wide range of products from our Rapid Lift and Starcon engineered lifting systems to prestress strand hold downs and coil products as well. We are one of the industry leaders in product development for the precast market with such innovative products as the Hook Lift utility anchor and the patented Rapid-Lok gravity structural connection plate system. Companies in the precast market produce a product line ranging from structural concrete beams and lite walls for parking garages and bridges, to sound walls and exterior architectural facades for buildings.

Tilt Up Construction Products - Tilt up construction products consist of the patented SuperLift III® system, a preferred product of concrete tilt-up professionals. SuperLift III provides tilt-up professionals with superior lifting capacities and a line of super braces for holding up the erected walls on the job site. Meadow Burke engineers calculate all additional reinforcing and lifting stresses needed to provide a safe and efficient environment for the erection of this job site cast system for the perimeter walls of buildings.

Bridge Deck Products - Bridge deck products include bridge overhang brackets and bridge hangers for bridge deck applications and various other miscellaneous concrete accessories.

Wall Forming Accessories - Wall forming accessories such as snap ties and loop ties are produced for forming projects of poured in place construction. These accessories carry working loads for holding the concrete forms of steel or plywood in position for pouring concrete to dimensional designs for concrete walls and columns.

Heavy Paving Products - Heavy paving products such as welded dowel assemblies are manufactured in two facilities supporting the Northeast and Southeast regions of the United States. These welded dowel assemblies ("WDA") are load transfer devices used to extend the life of concrete pavement in road systems by reinforcing the joint of the roadway slab to prevent physical upheaval or vertical displacement.

Halfen Products - Halfen products are produced in Germany and distributed exclusively by Meadow Burke for the anchoring and connecting of curtain wall facades in commercial construction projects, as restraint anchors in precast concrete panel applications, and in pipe framing systems. Halfen anchors have a wide variety of applications and can be customized by Meadow Burke engineers.

Masonry Products - Masonry products consist of a patented concealed lintel systems. This product eliminates the need for exposed structural steel in masonry overhead openings.

Although the Concrete Construction Products segment manufactures most of its concrete accessories, certain products, such as plastic supports for steel reinforcing bar and certain types of form ties, are purchased from third parties for distribution by the segment. New products are continually introduced in an effort to provide a full line of concrete accessories to customers.

In fiscal year 2003, approximately 94% of the segment's sales represented manufactured products. The remaining 6% of the segment's sales were products purchased as finished goods from third parties for resale through our 24 regional distribution facilities.

Sales and Marketing; Principal Customers. The segment sells its products principally to the following persons:

- construction products distributors;
- industrial manufacturers (such as pre-casters of concrete products);
- large reinforcing bar fabricators;
- nonresidential building supply dealers; and
- construction contractors.

The sales force for the welded steel reinforcement products include inside and outside sales people and customer service representatives. Because orders for welded steel reinforcement products typically do not require the quick turn-around time required for concrete accessories, they are shipped directly from one of the seven wire mesh manufacturing facilities to the customer, generally in truckload quantities. Most production of these products is in response to particular customer orders. Light wire mesh used for residential construction, however, is produced in standard patterns in anticipation of customer orders.

The sales force for concrete accessories consists of inside and outside sales people, customer service representatives and distribution center managers. Concrete accessories are distributed primarily through 17 regional distribution centers (five of which are located at concrete accessories manufacturing facilities). Because orders for concrete accessories typically require rapid turn-around time, these distribution centers are strategically located near customers' facilities.

There was 1 customer that accounted for more than 10% of the Concrete Construction Products segment net sales in fiscal year 2003, although this customer did not account for more than 10% of our consolidated net sales.

Competition. The segment's largest competitor for welded steel reinforcement products is Insteel Industries, Inc. The segment also faces regional competitors in other areas of the country. There is also competition from smaller regional manufacturers and wholesalers of these products.

The concrete accessories product line faces competition from several significant competitors. Dayton-Superior Corporation is the leading full line national participant in the concrete accessories market. Universal Form Clamp, Inc. also has distribution in most regions of the country. The segment also faces competition from other regional competitors, which offer a more limited number of products.

We believe our ability to produce a greater variety of welded steel reinforcement products in a wider geographical area provides a competitive advantage to major accounts, as well as the ability to provide custom-made products that fit our customers' individual needs. For concrete accessories, we believe overall product quality, price, extensive product selection and the ability to deliver products quickly are the principal competitive factors.

We believe our raw material costs (which we believe are lower than many of our competitors) enhance the segment's ability to compete effectively with respect to product price in the concrete construction market.

Regulation

Environmental Regulation. We are subject to extensive and changing federal, state and local environmental laws and regulations including laws and regulations that:

- relate to air and water quality;
- impose limitations on the discharge of pollutants into the environment; and
- establish standards for the treatment, handling, and disposal of toxic and hazardous wastes.

Stringent fines and penalties may be imposed for noncompliance with these environmental laws and regulations. In addition, environmental laws could impose liability for costs associated with investigating and remediating contamination at our facilities or at third-party facilities at which we have arranged for the disposal treatment of hazardous materials.

As an owner and operator of real estate, we may be liable under applicable environmental laws for cleanup and other costs and damages, including tort, resulting from past or present spills or releases of hazardous or toxic substances on or from our properties. Liability under these laws may be imposed without regard to whether we knew of, or were responsible for, the presence of such substances on our property, and, in some cases, may not be limited to the value of the property. The presence of contamination, or the failure to properly clean it up, also may adversely affect our ability to sell, lease or operate our properties or to obtain additional capital funding. Currently, we have no remediation obligations at any property we own or lease. We are a potentially responsible party at various Superfund sites as a result of the off-site disposal of hazardous wastes. At all of these sites, we were a minor contributor of waste. While it is not possible to provide a definitive estimate of liability, given the limited amount of waste disposed, the potential liability is not expected to be material.

We believe our facilities are currently in compliance with applicable environmental laws and regulations. Environmental laws continue to be amended and revised to impose stricter obligations, however, and compliance with future additional environmental requirements could necessitate capital outlays. We cannot predict the impact on our operations of any such future requirements, if enacted, although we believe such regulations would be enacted over time and would affect the industry as a whole.

Health and Safety Matters. Our facilities and operations are governed by laws and regulations, including the federal Occupational Safety and Health Act, relating to worker health and workplace safety. We believe we take appropriate precautions to protect employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. While we do not anticipate we will be required in the near future to expend material amounts by reason of such health and safety laws and regulations, we are unable to predict the ultimate cost of compliance with these changing regulations.

Employees

As of March 23, 2004, we had approximately 2,300full time employees. We are a party to four collective bargaining agreements. These agreements are with four unions, and as of March 23, 2004, a total of 23 employees were members. The four collective bargaining agreements cover employees at the following facilities:

- Whittier, California(1);
- Tampa, Florida;
- Palisades Park, New Jersey; and
- Chicago, Illinois.

(1)	Bargaining agreement still exists even though operations discontinued the end of September 2003 and employees terminated.

The acquisition of SRP on December 30, 2002 included the assumption of a workforce that has approved union certification. A collective bargaining agreement has not yet been negotiated.

We consider our relations with our employees and the unions to be good.

WHERE YOU CAN FIND MORE INFORMATION

We file (File No. 333-29141) annual, quarterly and special reports and other information with the SEC. You may read and copy any reports, statements and other information filed by us at the SEC's public reference room, at 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at public reference rooms in New York, New York and Chicago, Illinois. Please call (800) SEC-0330 for further information on the public reference rooms. Our filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov.

Item 2. Properties

Our principal executive offices, which have been recently relocated, and Fence segment headquarters are located in 30,000 and 20,000 square feet, respectively, of leased space in Houston, Texas.

Our operating facilities consist of two categories, manufacturing plants and distribution centers. We own the majority of the manufacturing plants, whereas the majority of distribution centers are leased from third parties. The following table sets forth the general information of each of our facilities by operating segment as of April 1, 2004:



|Fence Manufacturing Plants                                  |  | State/Country  |  | Square
Feet (1)
|----------------------------------------------------------- |  | -------------- |  | ---------------
|Bladensburg - Leased                                        |  | Maryland       |  | 152,000        
|Houston - Owned                                             |  | Texas          |  | 142,000        
|Harrison - Owned                                            |  | Arkansas       |  | 74,000         
|Statesville - Owned                                         |  | North Carolina |  | 74,000         
|New Paris - Owned                                           |  | Indiana        |  | 72,000         
|Brighton - Leased                                           |  | Michigan       |  | 66,000         
|San Fernando - Leased                                       |  | California     |  | 44,000         
|Mexicali - Leased (2)                                       |  | Mexico         |  | 33,000         
|Total Fence Manufacturing Plants                            |  |                |  | 657,000        
|Concrete Construction Products Manufacturing Plants         |  |                |  |                
|Ft. Worth - Owned                                           |  | Texas          |  | 162,000        
|Jacksonville - Owned                                        |  | Florida        |  | 158,000        
|Houston - Owned/Leased                                      |  | Texas          |  | 137,000        
|St. Joseph - Owned                                          |  | Missouri       |  | 157,000        
|Kingman - Owned                                             |  | Arizona        |  | 109,000        
|Hazleton - Owned                                            |  | Pennsylvania   |  | 98,000         
|Pompano Beach - Owned                                       |  | Florida        |  | 93,000         
|Hazleton - Leased                                           |  | Pennsylvania   |  | 77,000         
|Converse - Leased                                           |  | Texas          |  | 72,000         
|Tampa - Owned                                               |  | Florida        |  | 78,000         
|Tampa - Owned/Leased                                        |  | Florida        |  | 55,000         
|Anaheim - Leased                                            |  | California     |  | 40,000         
|Total Concrete Construction Products Manufacturing Plants   |  |                |  | 1,236,000      
|Distribution and Other Facilities                           |  |                |  |                
|Fence Distribution Centers (3)                              |  | 29             |  | 589,000        
|Concrete Construction Products Distribution Centers (3)     |  | 11             |  | 335,000        
|Concrete Construction Products Engineering Centers - Leased |  | California     |  | 6,000          
|Inactive Plants Held-for-Sale                               |  |                |  |                
|Baltimore - Owned                                           |  | Maryland       |  | 327,000        
|Oregon - Owned                                              |  | Ohio           |  | 119,000        

_________________________

(1)	Does not include square footage of outside storage and other outdoor areas.

(2)	Shared manufacturing plant between Fence and Concrete Construction Segments.

(3)	The majority of distribution centers are leased properties

Each of our owned plants and facilities has been mortgaged as security under credit agreements.

Item 3. Legal Proceedings

We are involved in various claims and lawsuits incidental to our business. We do not believe these claims and lawsuits in the aggregate will have a material adverse affect on our business, financial condition and results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Not applicable.

Item 6. Selected Financial Data

The following table sets forth selected historical financial data derived from our audited consolidated financial statements and should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and accompanying notes to the consolidated financial statements, included on pages 17 through 52 of this report.



|                                                          | Fiscal Year   
|--------------------------------------------------------- | --------------
|                                                          | (In thousands)
|                                                          | 2003          
|Income Statement Data (1):                               
|Net sales                                                 | $ 503,194     
|Gross profit                                              | 72,240        
|Income before interest and
income taxes                   | 16,861        
|Net income (loss) (2)                                     | (7,115)       
|Balance Sheet Data:                                      
|Working capital (3)                                       | $ 117,718     
|Total assets                                              | 326,885       
|Total long-term obligations,
including current maturities | 277,472       
|Stockholder's equity
(deficit) (4)                        | (25,104)      
|Cash Flow Data:                                          
|Net cash (used in)provided by operating activities        | $ (16,816)    
|Net cash used in investing
activities                     | 20,667        
|Net cash (used in) provided by
financing activities       | 37,814        
|Cash dividends(4)                                         | --            
|Other Financial Data:                                    
|Depreciation and
amortization (5)                         | 11,935        

_________________

1. Includes historical results of operations, from the date of acquisition, of the net assets acquired pursuant to the acquisitions of SRP (2003), Page Two, Inc. and Kewe 3, Inc. (2001), Hallett Wire Products Company (2000), National Wholesale Fence Supply, Inc. (1999), and Reforce Steel and Wire Corp. (1999).
2. In fiscal year 1999, all outstanding stock options were redeemed in connection with the 1999 recapitalization of MMHC, resulting in a nonrecurring compensation charge for our employees of $2.4 million.
3. In fiscal year 2000, working capital declined substantially due to the reclassification of a $65.2 million balance under our then $100.0 million revolving credit facility to current debt. The credit facility was to mature on December 12, 2001. The impact of this reclassification continued until the credit facility was replaced on October 30, 2001. The facility has been subsequently amended by a $115.0 million credit facility that will mature on December 12, 2006.
4. In fiscal years 2002, 2001 and 2000, $5.5 million, $16.1 million and $31.0 million, respectively, were distributed to MMHC to pay down amounts owed under the MMHC credit facility. These dividends and those paid beginning in 1997 total $111 million of charges to MMI retained earnings.
5. In June 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible Assets." With the adoption of SFAS No. 142 on January 1, 2002, goodwill and other intangible assets that have indefinite useful lives will no longer be subject to amortization, but rather be tested at least annually for impairment. As of January 1, 2002, there was no material impact caused by the initial impairment assessment requirements of SFAS No. 142. If SFAS No. 142 was in effect for years 2001, 2000 and 1999, depreciation and amortization expense would have been $11,557, $11,293 and $8,073, respectively.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes to the consolidated financial statements. Our estimation processes generally relate to potential bad debts, damaged and slow moving inventory, value of intangible assets, and health care and workers compensation claims. We base our judgments on historical experience and various other assumptions we believe to be reasonable under the circumstances. These judgments result in the amounts shown as carrying values of assets and liabilities in the financial statements and accompanying notes to the consolidated financial statements. Actual results could differ from our estimates.

We believe the following accounting policies are the most critical in the preparation of our consolidated financial statements.

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is probable. These criteria are met generally at the time product is shipped but sometimes when the product reaches its destination. We maintain an allowance for doubtful accounts receivable by providing for specifically identified accounts where collectibility is questionable and a general allowance based on the aging of the receivables, giving consideration to historical experience and current trends. A change in experiences or trends could require a material change in our estimate of the allowance for doubtful accounts.

We reserve for damaged and slow moving inventory based on specific identification. The amount reserved is the recorded cost of the inventory minus its estimated realizable value. We capitalize to inventory, manufacturing and purchase price variances. These variances are then relieved to cost of sales based on inventory turnover rates.

We accrue estimated liabilities for workers compensation and claims incurred but not reported for our self-insured health care program. These accruals are based on current and historical trends. A change in the current or historical trends could require a material change in our estimate for this accrued liability.

We account for business acquisitions using the purchase method of accounting. The cost of the acquired company is allocated to identifiable tangible and intangible assets based on estimated fair values, with the excess allocated to goodwill. Certain assumptions and estimates are employed in determining the fair value of assets acquired (including goodwill and other intangible assets) and of liabilities assumed. We adopted Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets on December 30, 2001, which discontinued the amortization of goodwill and indefinite life intangibles and requires an annual test of impairment based on a comparison of fair values and carrying values. The valuation of impairment under SFAS No. 142 requires the use of forecasts, estimates, and assumptions as to the future performance of the operations. Actual results could differ from forecasts resulting in a revision of our assumptions and, if required, could result in recognizing an impairment loss. Additionally, we completed a transitional goodwill impairment test based on a multiple of earnings before interest, income tax, depreciation and amortization ("EBITDA") upon adoption of SFAS No. 142 as of December 30, 2001 and determined the adoption of these rules had no impact on our financial statements. The required annual tests as of January 3, 2004, and December 28, 2002, indicated no impairment of goodwill.

We evaluate the recoverability of our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets is determined based on a comparison of the estimated future undiscounted cash flows related to such assets to their carrying values. If the carrying value of such assets exceeds the future undiscounted cash flows, the carrying value of the related assets would be reduced to their estimated fair value. Estimating future undiscounted cash flows requires the use of forecasts, estimates, and assumptions as to the future performance of operations. Any changes in these estimates or assumptions could result in an impairment charge. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less any costs to sell the asset. No impairments were identified and recorded during 2003. In 2002, in conjunction with facility closures, we recorded an asset impairment charge of $3.8 million.

General

The following is an analysis of our financial condition and results of operations. You should read this analysis in conjunction with our consolidated financial statements and accompanying notes to the consolidated financial statements included on pages 30 through 52 of this report.

Results of Operations for Fiscal 2003 Compared to 2002

Net sales



|                                                          |   | 2003    | %   |   | 2002    | %   |   | Decrease | % 
|--------------------------------------------------------- | - | ------- | --- | - | ------- | --- | - | -------- | --
|Fence . . . . . . . . . . . . . . . . . . . . . . . . . . | $ | 289,341 | 58  | $ | 290,415 | 58  | $ | (1,074)  | --
|Concrete Construction Products . . . . .                  |   | 213,853 | 42  |   | 214,194 | 42  |   | (341)    | --
|Total net sales . . . . . . . . . . . . . . . . . . .     | $ | 503,194 | 100 | $ | 504,609 | 100 | $ | (1,415)  | --

Consolidated net sales for fiscal 2003 decreased $1.4 million or 0.3% as compared to fiscal 2002. During the first half of the year, net sales dramatically declined by $32 million from prior year levels due to a continued slow-down in commercial (non-residential) construction market activity, which was partially due to poor weather conditions. Some decline in selected sales prices also contributed to the sales reduction. During the second half of the year, net sales increased $30.6 million as compared to the same period in 2002. Virtually all of the increase was volume related as competitive pressures continued to negatively influence pricing. The increased volume levels were attributable to pent up demand from projects delayed during the year's first half, the beginning of a pick up in new construction activity, and an increase in market share for certain product market segments. Late in the year, the Company and the majority of its competitors began to announce price increases that would go into effect on or around January 1, 2004. As a result, some increase in sales activity occurred as customers increased their inventories in advance of the announced price increases.

Fence

Fence segment 2003 net sales declined approximately 12% during the first two quarters and increased 12% in the last two quarters as compared to 2002. This decline was due primarily to continued weakness in construction markets, bad weather, and competitive pricing pressures. Although pricing pressures continued in the second half of 2003, fence segment sales volume improved as market activity and weather improved as compared to the same period last year. A portion of the sales volume increase late in the year can be attributed to customers purchasing inventories in advance of the Company's 2004 price increase announcements. Fourth quarter sales increased 21% in 2003 as compared to the same period in 2002. For the year 2003, Fence segment sales declined 0.4%.

Concrete Construction Products

Concrete Construction Products net sales decreased 0.2% in fiscal 2003. Excluding the loss of sales from closing the Oregon, OH and Baltimore, MD plants and net of the benefit in sales from the Hazleton, PA plant (SRP acquisition), net sales increased 5.2% as compared to 2002. The increase in sales is attributed to improved construction activity and increased market share in certain product market segments. Sales also benefited from additional production capability due to the introduction of state of the art welding equipment put into service at the welded steel reinforcement division during the third quarter and the opening of distribution centers in the Pacific Northwest and New England in the concrete accessories division. This segment also dealt with pricing pressures attributable to the construction market slowdown and the introduction to the market of some imported concrete accessories. Some minor price increases were achieved in selected products during 2003.

Gross profit



|                                                          |   | 2003   | %  |   | 2002   | %  |   | Decrease | %   
|--------------------------------------------------------- | - | ------ | -- | - | ------ | -- | - | -------- | ----
|Fence . . . . . . . . . . . . . . . . . . . . . . . . . . | $ | 36,582 | 13 | $ | 42,063 | 15 | $ | (5,481)  | (13)
|Concrete Construction Products . . . . .                  |   | 35,658 | 17 |   | 36,571 | 17 |   | (913)    | (2) 
|Total gross profit . . . . . . . . . . . . . . .          | $ | 72,240 | 14 | $ | 78,634 | 16 | $ | (6,394)  | (8) 

Consolidated gross profit decreased 8.1% in fiscal 2003 as compared to 2002. The Fence segment was the primary contributor to the decline in margins.

Fence

Fence gross profit decreased $5.5 million or 13.1% in 2003 on approximately the same level of sales as compared to last year. While raw material costs were increasing, competitive pressure negatively impacted selling prices. In addition to this cost-sales price squeeze, the depressed market activity during the first six months of the year caused unfavorable absorption of fixed manufacturing costs. Also contributing to the $5.5 million gross profit decrease was approximately $1.1 million of unfavorable costs attributable to the use of some steel rod which proved to be defective, resulting in manufacturing inefficiencies and inventory write downs. Favorable factors affecting gross profit were: (a) the benefits from reducing the number of facilities and production lines (a "downsizing" process begun in 2002) and the closing of the Whittier, California plant in 2003; (b) efficiencies from the introduction of lean manufacturing management concepts; and (c) more effective purchasing of non-manufactured products, particularly through the use of rebate programs.

Concrete Construction Products

Concrete Construction Products gross profit decreased $0.9 million or 2.5% as compared to the prior year. Although this segment was able to effect some price increases, gross profit was negatively impacted by significant raw material cost increases. This negative impact was offset by a $3.5 million favorable impact on gross profit associated with the closure of the Baltimore, MD and Oregon, OH plants and the addition of the Hazleton, PA plant from the SRP acquisition. Other benefits to gross profit were improved efficiencies in manufacturing and the classification of $1.9 million of expenses associated with former manufacturing facilities that are now strictly distribution centers and thus part of selling expense.

Selling, general and administrative expense



|                                                                  |   | 2003   | %  |   | 2002   | %  |   | Increase
(Decrease) | %  
|----------------------------------------------------------------- | - | ------ | -- | - | ------ | -- | - | ------------------- | ---
|Fence . . . . . . . . . . . . . . . . . . . . . .                 | $ | 30,364 | 10 | $ | 30,769 | 11 | $ | (405)               | (1)
|Concrete Construction Products .                                  |   | 21,486 | 10 |   | 17,966 | 8  |   | 3,520               | 20 
|Total selling, general and
administrative . . . . . . . . . . . . | $ | 51,850 | 10 | $ | 48,735 | 10 | $ | 3,115               | 6  

Consolidated selling, general and administrative expense was $51.8 million, a 6.3% increase over the prior year period. As a percent of sales, selling, general and administrative expense was flat at 10.0%. The increase is due to labor related expenses as headcount was increased to improve marketing and administrative support capabilities, as well as the classification of $1.9 million of expenses for distribution center facilities that were previously manufacturing sites. These increases were offset by a reduction in pension and bonus expenses, which decreased due to lower earnings.

Fence

Fence selling, general and administrative expense decreased slightly as increases in labor and employee related costs (benefits, telephone, travel and supplies) to improve marketing and administrative support capabilities were offset by a decrease in pension and bonus expense, which decreased due to lower earnings.

Concrete Construction Products

Concrete Construction Products selling, general and administrative expense increased $3.5 million in 2003. Of the total increase, $1.9 million is attributable to the classification of expenses formerly associated with manufacturing facilities that now serve only a distribution center role. Labor and employee related costs (benefits, telephone, travel, and supplies) also contributed to the increase in 2003 as two new service centers were opened and additional employees were hired to improve marketing, sales and administrative support capabilities. The increase was partially offset by a reduction in pension expense and bonus expense.

Other (income) expense



|                                                    |   | 2003    | %   |   | 2002  | %  |   | Change  | %  
|--------------------------------------------------- | - | ------- | --- | - | ----- | -- | - | ------- | ---
|Fence . . . . . . . . . . . . . . . . . . . . . . . | $ | (1,620) | (1) | $ | (178) | -- | $ | (1,442) | N/M
|Concrete Construction Products . . .                |   | 717     | --  |   | 1,135 | 1  |   | (418)   | N/M
|Total other (income) expense. . . .                 | $ | (903)   | --  | $ | 957   | -- | $ | (1,860) | N/M

Consolidated other income increased $1.9 million due to gains from the sale of fixed assets and a reduction in consulting expense related to strategic planning and enhanced costing system initiatives.

Fence

Fence other income increased $1.4 million in 2003. Approximately $1.3 million of other income resulted from the gains from the sale of fixed assets, primarily the sale of the Whittier, CA plant in 2003.

Concrete Construction Products

Concrete Construction Products other expense decreased $.4 million in 2003. The decrease was primarily related to a reduction in strategic planning consulting expense which was incurred in 2002.

Fixed asset impairments and restructuring charges



|Fixed asset impairments                               |   | 2003  |  |   | 2002  |  |   | Increase
(Decrease) | %    
|----------------------------------------------------- | - | ----- |  | - | ----- |  | - | ------------------- | -----
|Fence . . . . . . . . . . . . . . . . . . . . . . . . | $ | --    |  | $ | 720   |  | $ | (720)               | (100)
|Concrete Construction Products . . .                  |   | --    |  |   | 3,043 |  |   | (3,043)             | (100)
|Total fixed asset impairments . .. .                  | $ | --    |  | $ | 3,763 |  | $ | (3,763)             | (100)
|Restructuring charges                                 |   |       |  |   |       |  |   |                     |      
|Fence . . . . . . . . . . . . . . . . . . . . . . . . | $ | 1,897 |  | $ | 435   |  | $ | 1,462               | N/M  
|Concrete Construction Products . . .                  |   | 2,535 |  |   | 2,749 |  |   | (214)               | N/M  
|Total restructuring charges . . . . .                 | $ | 4,432 |  | $ | 3,184 |  | $ | 1,248               | N/M  

Fixed asset impairments and restructuring charges of $4.4 million were incurred by the Company in 2003. In 2002 the Company incurred approximately $7.0 million in asset impairments and restructuring charges. The charges were the direct result of management's plan to rationalize existing operations, and where applicable, to reduce fixed costs and improve operational efficiencies. The 2002 charges included restructuring costs of $3.2 million of which $2.7 million were attributable to the Concrete Construction Products segment with the remaining $0.5 million being attributable to the Fence segment. Fixed asset impairments in 2002 of $3.8 million ($3.0 million related to the Concrete Construction Products segment and $0.8 million to the Fence segment) resulted from plant closures and realignments, where estimated future undiscounted cash flows related to certain fixed assets indicated an impairment had occurred. The $4.4 million of restructuring expense incurred in 2003 was associated with the continuing plant rationalization process. These costs primarily consisted of moving expense (both equipment and inventory), severance expense, and pension plan expense for the closed Baltimore plant.

Net loss



|Income before interest and
income taxes             |   | 2003    | %   |   | 2002    | %  |   | Change  | %    
|--------------------------------------------------- | - | ------- | --- | - | ------- | -- | - | ------- | -----
|Fence . . . . . . . . . . . . . . . . . . . . . . . | $ | 5,941   | 2   | $ | 10,317  | 4  | $ | (4,376) | (42) 
|Concrete Construction Products . .                  |   | 10,920  | 5   |   | 11,678  | 5  |   | (758)   | (6)  
|Total . . . . . . . . . . . . . . . . . . .. . . .  | $ | 16,861  | 3   | $ | 21,995  | 4  | $ | (5,134) | (23) 
|Interest expense . . . . . . . . . . . . . . .      |   | 28,377  | 6   |   | 25,606  | 5  |   | 2,771   | 11   
|Income tax benefit . . . . . . . . . . . .          |   | (4,401) | (1) |   | (1,311) | -- |   | (3,090) | (236)
|Net loss . . . . . . . . . . . . . . .              | $ | (7,115) | (1) | $ | (2,300) | -- | $ | (4,815) | (209)

Interest expense totaled $28.4 million in 2003 which represents an increase of 10.8% as compared to 2002. The 2003 increase is primarily due to additional borrowings of $24 million to fund the SRP acquisition in December 2002, and a $3.6 million contractual obligation to the seller of SRP.

Income tax benefit. The effective benefit rate is greater in 2003 as compared to 2002 due primarily to the relatively fixed dollar impact of expenses not deductible for income tax purposes.

Results of Operations for Fiscal 2002 Compared to 2001

Net sales



|                                                  |   | 2002    | %   |   | 2001    | %   |   | Increase
(Decrease) | %  
|------------------------------------------------- | - | ------- | --- | - | ------- | --- | - | ------------------- | ---
|Fence . . . . . . . . . . . . . . . . . . . . . . | $ | 290,415 | 58  | $ | 269,781 | 54  | $ | 20,634              | 8  
|Concrete Construction Products . .                |   | 214,194 | 42  |   | 232,108 | 46  |   | (17,914)            | (8)
|Total net sales . . . . . . . . . . . . . . .     | $ | 504,609 | 100 | $ | 501,889 | 100 | $ | 2,720               | -- 

Consolidated net sales for fiscal 2002 increased only 0.5% as compared to fiscal 2001, due primarily to a slow down in commercial (non-residential) construction market activity, de-emphasis on some commodity type wire mesh products, and pricing pressures from competitors in both the Fence and Concrete Construction Products segments.

Fence

Fence segment 2002 net sales increased during the first three quarters as compared to 2001, by geographic region, and by product line. Favorable weather conditions in the first quarter combined with strong market conditions in the second quarter resulted in a first half of 2002 sales increase of 20%. Competitive pricing pressures impacted market share and lowered revenue on retained business during the fourth quarter. Poorer weather conditions, as compared to the fourth quarter of 2001 (a record setting fourth quarter for the fence segment) contributed to the unfavorable year over year comparison. For the year 2002, Fence segment sales increased over 7%.

Concrete Construction Products

Concrete Construction Products net salesdecreased almost 8% in fiscal 2002. During 2002, our industry experienced a significant decline in construction activity, specifically in commercial (non-residential) construction activity, and some softening in public works (infrastructure) spending. This decline resulted in an increase in pricing pressures as competitors attempted to maintain sales volumes and market share. Thus, not only lower volumes but lower prices resulted. The Company responded by scaling back the production of certain commodity type wire mesh products and discontinuing the production of galvanized wire during the middle of the year. Late in the fourth quarter, the Baltimore, Maryland, and Oregon, Ohio manufacturing facilities were closed. The combined decrease in sales for these closed locations totaled approximately $8.3 million (approximately 46% of the segment's sales decline) with approximately $2.2 million of the decrease being attributable to the discontinuance of the galvanized wire product line, a non-core activity of the Baltimore, Maryland facility.

Gross profit



|                                                        |   | 2002   | %  |   | 2001   | %  |   | Change   | %   
|------------------------------------------------------- | - | ------ | -- | - | ------ | -- | - | -------- | ----
|Fence . . . . . . . . . . . . . . . . . . . . . . . . . | $ | 42,063 | 15 | $ | 40,374 | 15 | $ | 1,689    | 4   
|Concrete Construction Products . . . .                  |   | 36,571 | 17 |   | 48,849 | 21 |   | (12,278) | (25)
|Total gross profit . . . . . . . . . . . . . . .        | $ | 78,634 | 16 | $ | 89,223 | 18 | $ | (10,589) | (12)

Consolidated gross profit decreased approximately 12% in fiscal 2002 as compared to 2001. Concrete Construction Products was the primary contributor to the decline in margins.

Fence

Fence gross profit margin declined slightly in 2002 primarily due to lower sales prices. Most of the fence product categories experienced a decrease in sales price. Increased volume of manufactured products improved plant efficiency and partially offset the decrease in sales price. Plant expenses also benefited from our initiative to review Merchants Metals' existing manufacturing network and to rationalize and to consolidate our production facilities. The Fence segment shut down or moved several production lines primarily during the fourth quarter of 2002. In 2002, these benefits were offset by an increase in labor costs resulting from the employment of a manufacturing director and several other key manufacturing managers who are responsible for the re-evaluation of the manufacturing processes and implementation of improvements. The full year impact of the new manufacturing organization is expected to generate net savings beginning in 2003.



Concrete Construction Products

Concrete Construction Products gross profit decreased $12.3 million or 25% as compared to the prior year. Significant volume declines in the Baltimore, Maryland facility (including discontinuance of the galvanizing wire product line and wind-down of operations), scaling back of production of certain commodity oriented products, and the impact of the commercial construction market downturn on the concrete accessories product line, resulted in a lower use of capacity. Lower sales volumes meant fixed costs were absorbed by fewer units being produced. This combined with the increased cost of raw materials, a write-down to market of inventory related to the galvanized wire operation, and sales price reductions for some products, reduced margins.

Selling, general and administrative expense



|                                                        |   | 2002   | %  |   | 2001   | %  |   | Change  | %  
|------------------------------------------------------- | - | ------ | -- | - | ------ | -- | - | ------- | ---
|Fence . . . . . . . . . . . . . . . . . . . . . . . . . | $ | 30,769 | 11 | $ | 26,698 | 10 | $ | 4,071   | 15 
|Concrete Construction Products . . . .                  |   | 17,966 | 8  |   | 19,567 | 8  |   | (1,601) | (8)
|Total selling, general and administrative*              | $ | 48,735 | 10 | $ | 46,265 | 9  | $ | 2,470   | 5  

* As a result of the adoption of SFAS No. 142 on December 30, 2001, amortization of goodwill is no longer provided (subject to annual impairment test) and is therefore not included in 2002 expense. Other (income) expense in 2001 includes $2,284,000 of goodwill amortization.

Consolidated selling, general and administrative expense, (not including impairment of fixed assets and restructuring expense) was $48.7 million, a 5% increase over the prior year period. As a percent of sales, selling, general and administrative expense was 9.7% and 9.2% in fiscal 2002 and fiscal 2001, respectively. In late fiscal 2001, management began the process of evaluating existing operations and developed a strategic plan designed to improve operating efficiencies and profitability. This initiative included staffing increases designed to improve sales volumes and increase market share. These increases were partially offset by the discontinuance of goodwill amortization expense required by the adoption of SFAS No. 142. The goodwill amortization recorded for the year ended December 29, 2001 was $2.3 million.

Fence

Fence selling, general, and administrative expense increased 15% in 2002. At the end of 2001 the Fence segment began hiring additional sales and marketing staff to strengthen the overall sales and marketing organization. The majority of the sales and marketing expense increase is due to labor and employee related costs (benefits, telephone, travel, and supplies). Other administrative costs also increased due to additional staffing to provide expanded financial support and analysis, and the implementation of a management trainee program.

Concrete Construction Products

Concrete Construction Products selling general and administrative expense in fiscal 2002 decreased $1.6 million as compared to the prior year. Most of the decrease related to the discontinuance of goodwill amortization.

Other (income) expense



|                                                        |   | 2002  | %  |   | 2001 | %  |   | Change | %  
|------------------------------------------------------- | - | ----- | -- | - | ---- | -- | - | ------ | ---
|Fence . . . . . . . . . . . . . . . . . . . . . . . . . | $ | (178) | -- | $ | 37   | -- | $ | (215)  | N/M
|Concrete Construction Products . . . .                  |   | 1,135 | 1  |   | 269  | -- |   | 866    | N/M
|Total other (income) expense . . . . .                  | $ | 957   | -- | $ | 306  | -- | $ | 651    | N/M



Consolidated other expense was approximately $1.0 million, an increase of $0.7 million as compared to fiscal 2001. The increase was primarily consulting expenses totaling approximately $1.7 million related to strategic planning and enhanced costing system initiatives, offset by an increase in prompt payment discounts earned.

Fixed asset impairments and restructuring charges



|Fixed asset impairments                                   |   | 2002  |  |   | 2001 |  |   | Increase | %  
|--------------------------------------------------------- | - | ----- |  | - | ---- |  | - | -------- | ---
|Fence . . . . . . . . . . . . . . . . . . . . . . . . . . | $ | 720   |  | $ | --   |  | $ | 720      | 100
|Concrete Construction Products . . . . .                  |   | 3,043 |  |   | --   |  |   | 3,043    | 100
|Total fixed asset impairments . . . . .                   | $ | 3,763 |  | $ | --   |  | $ | 3,763    | 100
|Restructuring charges                                     |   |       |  |   |      |  |   |          |    
|Fence . . . . . . . . . . . . . . . . . . . . . . . . .   | $ | 435   |  | $ | --   |  | $ | 435      | 100
|Concrete Construction Products . . . . .                  |   | 2,749 |  |   | --   |  |   | 2,749    | 100
|Total restructuring charges . . . . . . .                 | $ | 3,184 |  | $ | --   |  | $ | 3,184    | 100

Fixed asset impairments and restructuring charges recorded by the Company totaled $7.0 million (pre-tax). The charge is the direct result of management's plan to rationalize existing operations, and where applicable, to reduce fixed costs and improve operational efficiencies. The charges include restructuring costs of $3.2 million of which $2.7 million were attributable to the Concrete Construction Products segment with the remaining $0.5 million being attributable to the Fence segment. Fixed asset impairments of $3.8 million ($3.0 million related to the Concrete Construction Products segment and $0.8 million to the Fence segment) resulted from plant closures and realignments, where estimated future undiscounted cash flows related to certain fixed assets indicated an impairment had occurred.

Net (loss) income



|Income before interest and income
taxes             |   | 2002    | %  |   | 2001   | %  |   | Change   | %    
|--------------------------------------------------- | - | ------- | -- | - | ------ | -- | - | -------- | -----
|Fence . . . . . . . . . . . . . . . . . . . . . . . | $ | 10,317  | 4  | $ | 13,639 | 5  | $ | (3,322)  | (24) 
|Concrete Construction Products . .                  |   | 11,678  | 5  |   | 29,013 | 12 |   | (17,335) | (60) 
|Total . . . . . . . . . . . . . . . . . . . . . .   | $ | 21,995  | 4  | $ | 42,652 | 9  | $ | (20,657) | (48) 
|Interest expense . . . . . . . . . . . . . . .      |   | 25,606  | 5  |   | 25,189 | 5  |   | 417      | 2    
|Income (benefit) tax . . . . . . . . . . . .        |   | (1,311) | -- |   | 7,522  | 2  |   | (8,833)  | (117)
|Net (loss) income . . . . . . . . . . . .           | $ | (2,300) | -- | $ | 9,941  | 2  | $ | (12,241) | (123)

Interest expense totaled $25.6 million in 2002 which represents an increase of 1.7% as compared to 2001. The 2002 increase is primarily due to the full year impact of the issuance of $50.0 million in senior subordinated notes issued in June 2001 which were used to pay down the revolving credit facility and our decision to lower accounts payable balances to take advantage of attractive prompt payment discounts. Declining interest rates during the year partially offset the increases.

Income tax benefit. During 2002, the effective income tax rate decreased due to the decline in earnings, and the impact of the elimination of non-deductible goodwill amortization due to the adoption of SFAS 142.

Liquidity and Capital Resources

Working capital

Working capital at the end of 2003 was approximately $24.9 million greater than at the end of 2002 due primarily to increases in accounts receivable ($12.8 million increase) and inventories ($15.0 million increase). The increase in accounts receivable is primarily due to fourth quarter sales of $130.8 million as compared to $107.4 million during the fourth quarter of 2002. The increase in inventories is primarily due to the purchase of larger than normal quantities of steel rod and other steel products during the fourth quarter at prices lower than scheduled to be in effect after January 1st. The larger quantities purchased are, in addition, at higher prices than those that existed at the end of 2002. Also, increasing the investment in working capital is the reduction of the $2.8 million 2002 year end accrual for restructuring charges that was paid down to $0.3 million by the end of 2003. Mitigating the working capital increase was an increase in accounts payable, from $30.5 million at December 28, 2002 to $39.6 million at January 3, 2004. The increase was associated with the increase in inventories. Accounts payable did not increase at the same rate as inventories because certain steel suppliers began to reduce credit limits or insist on prompter payments.

Working capital will generally increase during the winter and spring seasons as inventory is manufactured and purchased in anticipation of the busier spring and summer sales seasons and for the resulting increase in accounts receivable. The Company's revolving credit facility is structured to cover these requirements. However, considering the cost inflation that is occurring in 2004 for inventory, and the higher accounts receivable that is expected to result as MMI increases its prices, the Company is anticipating a need to increase its revolving credit facility. Discussions are underway with the Company's lenders to accomplish this objective. Any additional credit line above the current limit of $115 million would be supported by additional borrowing base (i.e., a percentage of inventories and accounts receivable).

Cash flow

Operations utilized $16.8 million of cash in 2003 as compared to providing $10.1 million of cash in 2002. The changes in inventories, accounts receivable, and accounts payable and accrued liabilities discussed above were the primary contributors to the change. Lower profitability in 2003 as compared to 2002 was also a factor.

Investing activities. Capital expenditures utilized $6.2 million of cash in 2003, which was generally comparable to prior years. Additionally, deposits of $5.7 million made in 2002 to manufacturers of new equipment were refunded when those equipment items were financed by capital lease obligations. We also had proceeds from the sale of property, plant, and equipment of $3.6 million of which $2.2 million related to the sale of the Whittier, California plant. The Company plans to invest anywhere from $9 million to $11 million in plant, machinery and equipment in fiscal 2004. Delays or cancellation of planned projects or changes in the economic outlook and the status of the Company's liquidity could increase or decrease capital spending from the amounts now anticipated. In January 2004, we contracted to purchase a $2.5 million powder coating line to be used in the fabrication of ornamental iron and other types of fence products at our Mexicali facility beginning later in 2004. Annual capital expenditures are currently limited to $20.0 million by our revolving credit facility. The Company acquired Structural Reinforcement Products, Inc. on December 30, 2002 for $27.3 million including $24.0 million of cash funded by the revolving credit facility.

Financing activities provided cash of $37.8 million in fiscal 2003 as compared to $1.6 million provided in 2002. In 2001, financing activities utilized cash of $23.5 million. The major borrowing in 2003 was $24.0 million for the purchase of SRP. Major financing uses were $1.3 million for debt costs and $2.6 million for capital lease payments. No dividends were paid to MMHC in 2003. Dividend payments to MMHC of $5.5 million and $16.1 million in 2002 and 2001, respectively, were used by MMHC for the payment of interest and principal of MMHC's subordinated credit facility. Our revolving credit facility and senior subordinated note indenture require us to meet certain tests before dividends can be paid to MMHC. The larger dividend payments in 2001 included payment of cumulative qualified dividends from previous years during which little or no dividends were paid.

In 2001, proceeds of $48.5 million from the issuance of the 13% Notes were used for repayment of revolving credit facility obligations. In 2001, the credit line of the revolving credit facility was decreased from $100.0 million to $75.0 million, a level we determined to sufficiently meet our liquidity needs at that time. With the acquisition of Structural Reinforcement Products, Inc., and because our potential borrowing base was expected to exceed $75 million during the course of the fiscal year, on May 8, 2003, MMI entered into the second amendment to its revolving credit facility. One of the two incumbent senior lenders increased its participation and a new lender agreed to a $30 million participation. The total line of credit increased from $75 million with two participating lenders to $115 million with three participating lenders. The term of the current agreement expires December 12, 2006. Borrowings under the credit facility are limited by a borrowing base computation based on inventories and accounts receivable.

Liquidity and capital resources

Senior Subordinated Notes. On July 6, 2001, we issued $50.0 million of 13% Notes in a private offering. On March 6, 2002, we exchanged $38.7 million in principal amount of the 13% Notes, on a par-for-par basis, for newly issued 11.25% Notes plus an aggregate cash payment of approximately $3 million funded by the revolving credit facility.The aggregate cash payment was calculated by adding (i) the present value, as of the date of exchange, of the difference between the remaining interest payments on the 13% Notes versus the 11.25% Notes, and (ii) the difference between the accrued and unpaid interest on the 13% Notes and the 11.25% Notes between the last interest payment date and the date of exchange.

Our senior subordinated notes are subject to "Change in Control" provisions. These provisions state that a change in control exists, subject to exceptions, if any of the following occurs; a sale of substantially all of our assets, the liquidation or dissolution of our company, a change in the beneficial ownership of more that 50% of the total voting power of the voting stock, or the majority of the members of the board of directors of our company do not continue as directors. If a change in control exists, each holder will have the right to require us to repurchase all or any part of their notes at a repurchase price in cash at 101% of the aggregate principal plus accrued and unpaid interest and liquidating damages, if any.

Credit Facility. On May 8, 2003, MMI amended its revolving credit facility. One of the two incumbent senior lenders increased its participation and a new lender agreed to a $30 million participation. The total line of credit increased from $75 million with two participating lenders to $115 million with three participating lenders. The term of the current agreement expires December 12, 2006, and borrowings under the credit facility continue to be limited by a borrowing base computation. The maximum allowable borrowing is equal to the sum of 55% of both the eligible finished goods inventory and eligible raw materials inventory plus 85% of eligible accounts receivable. The amount borrowable against finished goods inventory and raw materials inventory is further limited to $70.0 million. At January 3, 2004, excess borrowing availability under the credit facility was $26.9 million. At April 1, 2004, excess borrowing availability was $35.3 million.

The current credit facility was further amended on August 18, 2003. Borrowings under the credit facility now bear interest, at the Company's option, at either (i) a base rate (as announced from time to time by Fleet National Bank) plus an adjustable margin from zero to 0.50% or (ii) a Eurodollar base rate for an applicable Eurodollar interest period plus an adjustable margin, which ranges from 1.25% to 3.25%. The adjustable margin relating to both the base rate and the Eurodollar base rate is based first on whether the Company has achieved a 1.10 fixed charge coverage ratio on a trailing twelve month basis, and then on a ratio of total funded indebtedness to "Adjusted Earnings from Operations" (a defined term substantially the same as earnings before interest, taxes, depreciation and amortization). The adjustable margins are currently at their maximum. Interest rate protection in the form of a "floating to fixed" rate swap agreement for a minimum portion of the principal balance outstanding is also required. Such a swap agreement was contracted on July 10, 2003. It established a fixed Eurodollar base rate that was applied to $15 million of the principal balance outstanding over the three year period beginning December 12, 2003.

The credit facility contains customary representations, warranties and events of default and requires compliance with certain covenants, including, among other things, limitations on incurrence of indebtedness, imposition of liens on assets, capital expenditures, mergers and consolidations, disposition of assets, payment of dividends and other distributions, repayment or repurchase of subordinated indebtedness prior to maturity. The annual rent expense limitation is $20.0 million and the allowable capital lease obligation limit is $17 million. Bank approval is required for certain business acquisitions. The August 18, 2003 amendment included a modification of the required ratio for the three fiscal quarters through April 3, 2004. Although we can provide no assurance as to whether future covenant tests will be met, we expect that operational cash flows, giving effect to cash flows related to capital expenditures and income taxes, will be sufficient in relation to the defined fixed charges to achieve the ratios required by this amendment to the credit facility agreement.

The computed borrowing base as of April 1, 2004 is approximately $110 million as compared to the credit line under the revolving credit facility of $115 million. The cost increase in 2004 for inventory, and the related higher accounts receivable as MMI increases its prices to offset the higher costs of raw materials and purchased inventory products, is likely to require an increase in the credit line. Discussions are underway with our lenders to accomplish this objective.

We have pursued and intend to continue to pursue a strategy of business acquisitions that will broaden our distribution network, complement or extend our existing product lines or otherwise increase our market share. It is possible, that depending on our future operating cash flows and the size of potential acquisitions, we will seek additional sources of financing, subject to limitations set forth in our senior subordinated note indenture and revolving credit facility. Significant acquisition opportunities will require additional equity financing or capital infusions. We may also pay dividends to MMHC from time to time to pay operating expense, interest and principal on MMHC's indebtedness, and dividends on MMHC's preferred stock and for other purposes. Such payments of dividends are limited by state of Delaware corporate law and financial tests included in both our senior subordinated note indenture and revolving credit facility loan agreement.

Seasonality. Our products are used in the nonresidential, infrastructure, and residential construction industries. These industries are both cyclical and seasonal, and changes in demand for construction services have a material impact on our sales and profitability. The highest level of sales and profitability occur during the times of the year when climatic conditions are most conducive to construction activity. Accordingly, sales will typically be higher in the second and third quarters and will be lower in the first and fourth quarters.

Contractual obligations

The following summarizes our contractual obligations at January 3, 2004 and the effect these obligations are expected to have on our liquidity and cash flow in future periods:



|                                      | Payments Due by Period(In thousands)
|------------------------------------- | ------------------------------------
|                                      | Total                               
|Long-term debt                        | $ 268,777                           
|Capital lease obligations             | 11,059                              
|Operating leases                      | 42,032                              
|Unconditional purchase obligations(1) | 27,728                              
|Total contractual cash
obligations    | $ 349,596                           

1. Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms and excludes agreements that are cancelable at anytime without penalty.

Effect of Inflation

The impact of inflation on our operations has not been significant in recent years. We cannot assure, however, that a high rate of inflation in the future will not have an adverse effect on our operating results.

Cautionary Note Regarding Forward Looking Statements

The statements contained in this report which are not historical facts, including, but not limited to, statements found under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" above, are forward looking statements that involve a number of risks and uncertainties. The actual results of the future events described in such forward looking statements in this report could differ materially from those contemplated by such forward looking statements. Among the factors that could cause actual results to differ materially are the risks and uncertainties discussed in the report, including without limitations, the portions of such statements under the caption referenced above, and the uncertainties set forth from time to time in our other public reports and filings and public statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk exposure related to changes in interest rates on our $115.0 million revolving credit facility and our senior subordinated notes. Borrowings under our $115.0 million credit facility bear interest, at our option, at the bank's base rate plus 0.50 percent or Eurodollar rate plus an adjustable margin, which ranges from 1.25% to 3.25% based on our previous 12 month adjusted earnings from operations. For fiscal year 2003 and 2002, the average daily balance outstanding under our credit facilities were $57.6 million and $24.8 million, respectively. In 2004, absent any additional business acquisitions, we expect the average balance of this facility to increase in proportion to the impacts of steel rod price inflation and its impacts on our sales prices and resulting accounts receivable. Increasing levels of accounts payable could provide an offsetting effect on the need to increase the credit facility's balance. An increase in the revolving credit facility's credit line is expected to be necessary to accommodate the financing of the higher costs of inventories compared to prior years. An average balance of the facility might exceed $100 million in 2004 based on these dynamics. Thus, a one percent change in the interest rate, assuming an average balance of $100 million in 2004, would cause a change in interest expense of approximately $1.0 million. A one percent change in the interest rate in fiscal year 2003 would have caused a change in interest expense of approximately $0.6 million.

We have exposure to price fluctuations and availability with respect to steel rod, our primary raw material. We negotiate purchase commitments that can last for a number of months in advance. We attempt to limit our exposure to price fluctuations and to ensure availability of material. Purchases from foreign sources are denominated in U.S. dollars. Our ability to continue to acquire steel rod from overseas sources on favorable terms may be adversely affected by fluctuations in world-wide demand for these materials, foreign currency exchange rates, foreign taxes, duties, tariffs, trade embargoes and other import limitations, resulting in an increase in our cost of sales. Anti-dumping and countervailing-duty cases relating to steel rod imports from selected foreign countries have been assessed by governmental agencies. Several countries are subject to tariffs which could prohibit them from shipping steel rod into the United States. Because steel rod comprises a substantial portion of our cost of goods sold (approximately 24% in fiscal 2003), any increase in steel rod cost which cannot be passed on to our customers would reduce our gross profit and cash flows from operations.

All the factors cited above in relation to foreign sourced steel, combined with a decrease in the capacity for producing wire rod by mills in the United States, have recently resulted in significant increases in cost that, at present, show little sign of abating. It is possible that the availability of this raw material might also be restricted. We expect to have access to the raw material supplies needed to meet the demands from customers but acknowledge that the dynamics of the steel market can change and thus have an adverse impact on our operations. We expect steel rod costs in 2004 to be higher than the costs incurred in 2003. In 2003, the decreased market demand for our products resulted in competitive pricing pressures that did not allow us to fully recover all of the cost increases for steel rod. Although we have historically been able to pass along most increases in steel rod prices to our customers and have generally been successful in doing so in 2004, as the year has evolved, competitive pressures may prevent us from doing so in the future. A significant decrease in our volume of raw material purchases could also result in the Company being unable to secure the type of volume purchase discounts we have received in the past. This could reduce cash flows from operations and impact future levels of profitability.

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements



|                                                          | Page
|--------------------------------------------------------- | ----
|                                                          |     
|Report of Independent Auditors                            | 31  
|                                                          |     
|Consolidated Balance Sheets                               | 32  
|                                                          |     
|Consolidated Statements of Operations                     | 33  
|                                                          |     
|Consolidated Statements of Stockholder's Equity (Deficit) | 34  
|                                                          |     
|Consolidated Statements of Cash Flows                     | 35  
|                                                          |     
|Notes to Consolidated Financial Statements                | 36  
|                                                          |     



REPORT OF INDEPENDENT AUDITORS

Board of Directors
MMI Products, Inc.

We have audited the accompanying consolidated balance sheets of MMI Products, Inc. as of January 3, 2004 and December 28, 2002 and the related consolidated statements of operations, stockholder's deficit and cash flows for each of the three fiscal years in the period ended January 3, 2004. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of MMI Products, Inc. at January 3, 2004 and December 28, 2002 and the consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended January 3, 2004, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 3 to the consolidated financial statements, effective December 30, 2001 the Company changed its method of accounting for goodwill.

/s/ ERNST & YOUNG LLP

Houston, Texas
March 25, 2004

MMI PRODUCTS, INC.
CONSOLIDATED BALANCE SHEETS (In thousands, except share information)



|ASSETS                                                                                             | January 3, 2004 |  | December 28, 2002
|-------------------------------------------------------------------------------------------------- | --------------- |  | -----------------
|Current assets:                                                                                    |                 |  |                  
|Cash and cash equivalents                                                                          | $ 3,529         |  | $ 3,198          
|Accounts receivable, net of allowance for doubtful accounts of 
   $1,514 and $1,450, respectively | 70,784          |  | 58,004           
|Inventories                                                                                        | 92,059          |  | 77,095           
|Income tax receivable                                                                              | 5,223           |  | 3,405            
|Deferred income taxes                                                                              | 3,776           |  | 4,606            
|Prepaid expenses and other current assets                                                          | 1,691           |  | 1,100            
|Total current assets                                                                               | 177,062         |  | 147,408          
|Property, plant and equipment, net                                                                 | 81,577          |  | 66,277           
|Goodwill                                                                                           | 61,047          |  | 49,678           
|Deferred charges and other assets                                                                  | 7,199           |  | 17,123           
|Total assets                                                                                       | $ 326,885       |  | $ 280,486        
|                                                                                                   |                 |  |                  
|LIABILITIES AND STOCKHOLDER'S DEFICIT                                                              |                 |  |                  
|Current liabilities:                                                                               |                 |  |                  
|Accounts payable                                                                                   | $39,609         |  | $ 30,467         
|Accrued liabilities                                                                                | 12,376          |  | 17,857           
|Accrued interest                                                                                   | 5,204           |  | 4,860            
|Current maturities of long-term obligations                                                        | 2,155           |  | 1,422            
|Total current liabilities                                                                          | 59,344          |  | 54,606           
|Long-term obligations                                                                              | 275,317         |  | 224,802          
|Due to MMHC                                                                                        | 6,372           |  | 5,084            
|Deferred income taxes                                                                              | 10,246          |  | 12,888           
|Other long-term liabilities                                                                        | 710             |  | 1,784            
|                                                                                                   |                 |  |                  
|Stockholder's deficit:                                                                             |                 |  |                  
|Common stock, $1 par value; 500,000 shares authorized;
    252,000 shares issued and outstanding   | 252             |  | 252              
|Additional paid-in capital                                                                         | 15,450          |  | 15,450           
|Accumulated other comprehensive loss, net of tax of $255
and $696, respectively                    | (399)           |  | (1,088)          
|Retained deficit                                                                                   | (40,407)        |  | (33,292)         
|Total stockholder's deficit                                                                        | (25,104)        |  | (18,678)         
|Total liabilities and stockholder's deficit                                                        | $ 326,885       |  | $ 280,486        

The accompanying notes are an integral part of the consolidated financial statements.



MMI PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands)



|                                            | Fiscal Year Ended
|------------------------------------------- | -----------------
|                                            | January 3, 2004  
|                                            |                  
|Net sales                                   | $ 503,194        
|Cost of sales                               | 430,954          
|Gross profit                                | 72,240           
|Selling, general and administrative expense | 51,850           
|Impairment of fixed assets (note 8)         | --               
|Restructuring expense (note 8)              | 4,432            
|Other (income) expense, net                 | (903)            
|Income before interest and income taxes     | 16,861           
|Interest expense                            | 28,377           
|Income (loss) before income taxes           | (11,516)         
|Provision (benefit) for income taxes        | (4,401)          
|Net income (loss)                           | $ (7,115)        

The accompanying notes are an integral part of the consolidated financial statements.



MMI PRODUCTS, INC. 
CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIT (In thousands)



|                                                    | Common
Stock |  | Additional
Paid-In
Capital |  | Retained
Deficit |  | Accumulated Other
Comprehensive
Income (Loss) |  | Total
Stockholder's
Equity (Deficit)
|--------------------------------------------------- | ------------ |  | -------------------------- |  | ---------------- |  | --------------------------------------------- |  | ------------------------------------
|Balance at December 30, 2000                        | $ 252        |  | $ 15,450                   |  | $(19,275)        |  | $ (376)                                       |  | $ (3,949)                           
|Net income                                          | --           |  | --                         |  | 9,941            |  | --                                            |  | 9,941                               
|Additional minimum pension liability, net of tax    | --           |  | --                         |  | --               |  | (236)                                         |  | (236)                               
|Comprehensive income                                | --           |  | --                         |  | 9,941            |  | (236)                                         |  | 9,705                               
|Dividend to MMHC                                    | --           |  | --                         |  | (16,142)         |  | --                                            |  | (16,142)                            
|Balance at December 29, 2001                        | $ 252        |  | $ 15,450                   |  | $(25,476)        |  | $ (612)                                       |  | $ (10,386)                          
|Net loss                                            | --           |  | --                         |  | (2,300)          |  | --                                            |  | (2,300)                             
|Additional minimum pension liability, net of tax    | --           |  | --                         |  | --               |  | (476)                                         |  | (476)                               
|Comprehensive loss                                  | --           |  | --                         |  | (2,300)          |  | (476)                                         |  | (2,776)                             
|Dividend to MMHC                                    | --           |  | --                         |  | (5,516)          |  | --                                            |  | (5,516)                             
|Balance at December 28, 2002                        | $ 252        |  | $ 15,450                   |  | $(33,292)        |  | $ (1,088)                                     |  | $ (18,678)                          
|Net loss                                            | --           |  | --                         |  | (7,115)          |  | --                                            |  | (7,115)                             
|Reduction of minimum pension liability, net of tax  | --           |  | --                         |  | --               |  | 655                                           |  | 655                                 
|Unrealized gain from hedging activities, net of tax | --           |  | --                         |  | --               |  | 34                                            |  | 34                                  
|Comprehensive loss                                  | --           |  | --                         |  | (7,115)          |  | 689                                           |  | (6,426)                             
|Balance at January 3, 2004                          | $ 252        |  | $ 15,450                   |  | $(40,407)        |  | $ (399)                                       |  | $ (25,104)                          

The accompanying notes are an integral part of the consolidated financial statements.

MMI PRODUCTS, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)



|                                                                                                    | Fiscal Year Ended
|--------------------------------------------------------------------------------------------------- | -----------------
|                                                                                                    | January 3, 2004  
|Operating activities:                                                                               |                  
|Net income (loss)                                                                                   | $ (7,115)        
|Adjustments to reconcile net income (loss) to net cash 
(used in) provided by operating activities: |                  
|Depreciation and amortization                                                                       | 11,935           
|Amortization of bond premium and prepaid interest                                                   | 229              
|Impairment of fixed assets                                                                          | --               
|Provision for losses on accounts receivable                                                         | 1,647            
|Deferred income taxes                                                                               | 725              
|(Gain) loss on sale of property, plant and equipment                                                | (1,155)          
|Changes in operating assets and liabilities,
net of effects of acquired businesses:                 |                  
|Accounts receivable                                                                                 | (13,597)         
|Inventories                                                                                         | (11,676)         
|Prepaid expenses and other assets                                                                   | 171              
|Accounts payable and accrued liabilities                                                            | 2,480            
|Income taxes payable                                                                                | (1,818)          
|Due to MMHC                                                                                         | 1,288            
|Net cash (used in) provided by operating activities                                                 | (16,886)         
|Investing activities:                                                                               |                  
|Acquisitions, net of cash acquired                                                                  | (23,436)         
|Capital expenditures                                                                                | (6,229)          
|Deposits relating to new equipment                                                                  | 5,666            
|Proceeds from sale of property, plant and equipment                                                 | 3,616            
|Other                                                                                               | (214)            
|Net cash used in investing activities                                                               | (20,597)         
|Financing activities:                                                                               |                  
|Proceeds from debt obligations                                                                      | 260,605          
|Payments on debt and capital lease obligations                                                      | (221,517)        
|Dividend to MMHC                                                                                    | --               
|Debt costs                                                                                          | (1,274)          
|Net cash provided by (used in) financing activities                                                 | 37,814           
|Net change in cash and cash equivalents                                                             | 331              
|Cash and cash equivalents, beginning of period                                                      | 3,198            
|Cash and cash equivalents, end of period                                                            | $ 3,529          
|Supplemental Cash Flow Information:                                                                 |                  
|Supplemental disclosure of non-cash investing activities:                                           |                  
|Issuance of capital lease obligations                                                               | $ 9,003          
|Cash paid for interest                                                                              | 26,595           
|Cash paid (refunded) for income taxes                                                               | (2,878)          

The accompanying notes are an integral part of the consolidated financial statements.

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 3, 2004

1.	Description of Business and Significant Accounting Policies

Description of Business

The consolidated financial statements include the accounts of MMI Products, Inc. and its wholly owned subsidiary, MMI Management, Inc., and their partnership interests in MMI Management Services L.P. (collectively, "the Company"). All significant intercompany balances and transactions have been eliminated. MMI Products, Inc. is a wholly owned subsidiary of Merchants Metals Holding Company ("MMHC"). The Company is a manufacturer and distributor of products used in the nonresidential, infrastructure and residential construction industries within the United States. The manufactured products in each of the Company's product lines are produced primarily from the same raw material, steel rod. The Company's customers include contractors, fence wholesalers, industrial manufacturers, highway construction contractors and fabricators of reinforcing bar.

Fiscal Year

The Company follows a 52-53 week fiscal year ending on the Saturday closest to December 31. The 2003 fiscal year refers to the fifty-three week period ended January 3, 2004. The 2002 and 2001 fiscal years refer to the fifty-two week periods ended December 28, 2002 and December 29, 2001, respectively.

Reclassifications

Certain reclassifications have been made to the 2002 financial statements in order to conform to the 2003 presentation.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is probable. These criteria are met generally at the time product is shipped but sometimes when the product reaches its destination. Costs associated with shipping and handling of products is included in cost of sales.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

All demand deposits and time deposits with original maturities of three months or less when purchased are considered to be cash equivalents.

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Inventories

Inventories are valued at the lower of average cost or market for most products other than welded steel reinforcement products. The welded steel reinforcement products division of the Concrete Construction Products segment values its inventory at the lower of first in, first out ("FIFO") cost or market.

Certain quantities of raw material are acquired on the Company's behalf by a broker. These inventories are stored under a consignment arrangement. Once certain acceptance provisions are met, title passes to the Company and inventory cost is recorded.

Property, Plant and Equipment

Property, plant and equipment are stated at historical cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. Estimated useful lives are as follows:

Building and improvements		 5 to 39 years

Machinery and equipment		 2 to 20 years

Rental equipment			 5 to 10 years

Depreciation expense was $11,459,000, $11,138,000, and $11,122,000 for fiscal years 2003, 2002 and 2001, respectively.

Major capital upgrades are capitalized. Maintenance, repairs and minor upgrades are expensed as incurred. Gains and losses from dispositions are included in the results of operations.

Certain machinery and equipment is leased under capital leases. Assets recorded under capital leases are amortized over the period of the respective leases with the related amortization included in depreciation expense.

Impairment of Long-Lived Assets

The carrying values of long-lived assets are reviewed for potential impairment when events or changes in circumstances indicate the carrying amount of such assets may not be recoverable, as determined based on the estimated future undiscounted cash flows.

If such assets are considered to be impaired, the carrying value of the related assets would be reduced to their estimated fair value.

Goodwill

The Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that such carrying values may not be recoverable and at least annually as required by the Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). The valuation of impairment under SFAS 142 requires the use of forecasts, estimates, and assumptions as to the future performance of the operations. Actual results could differ from forecasts, resulting in a revision of the assumptions and, if required, recognition of an impairment loss. In determining the fair value of each reporting unit, the

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Company estimates fair value by applying a range of multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA"). In the event the carrying value exceeds the estimated fair value, the Company performs the required test to determine any potential goodwill impairment. If such impairments exist, the excess carrying value is written off as an impairment expense.

Income Taxes

A current income tax expense or benefit is recognized for estimated income taxes to be paid or refunded relating to the Company's taxable income or loss. The liability method is used to record deferred income taxes. Under this method, differences between the financial reporting and tax bases of assets and liabilities are identified. Deferred income taxes relating to those differences are measured using the tax rates and laws currently in effect. A valuation reserve is recorded to reduce deferred tax assets if realization is questionable.

Concentration of Credit Risk

Financial instruments that could potentially subject the Company to concentrations of credit risk are accounts receivable. The creditworthiness of customers is continuously evaluated and the Company generally does not require collateral. No customer accounted for 10% or more of consolidated net sales for fiscal years 2003, 2002, and 2001.

The Company maintains an allowance for doubtful accounts receivable by providing for specifically identified accounts where collectibility is questionable and a general allowance based on the aging of the receivables, giving consideration to historical experience and current trends. A change in experiences or trends could require a material change in our estimate of the allowance for doubtful accounts. Uncollectible accounts receivable are written off when management deems an account's realizable value is less than the outstanding historical balance, and there is no further legal course of action.

Fair Value of Financial Instruments

The recorded value of monetary assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, and accounts payable, are considered to approximate their respective fair values at January 3, 2004 and December 28, 2002. The carrying values of senior subordinated debt are $200 million versus estimated fair values of $163.6 million and $184.5 million, at January 3, 2004 and December 28, 2002, respectively. The estimated fair values are based on the quoted market prices. The fair value of the revolving credit facility approximates its carrying value.

Recent Accounting Standards

The Financial Accounting Standards Board (FASB) issued Interpretation No.46 (FIN 46), "Consolidation of Variable Interest Entities," in January 2003 and amended the Interpretation in December 2003. FIN 46 requires an investor with a majority of the variable interests (primary beneficiary) in a variable interest entity (VIE) to consolidate the entity and also requires majority and significant variable interest investors to provide certain disclosures. A VIE is an entity in which the voting equity investors do not have a controlling financial interest or the equity

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

investment at risk is insufficient to finance the entity's activities without receiving additional subordinated financial support from the other parties. The main provisions of FIN 46 are effective in financial statements for periods ending after March 15, 2004 (except for certain VIE structures that had an earlier effective date). The interpretation had no impact in Fiscal 2003 and the Company does not expect it to have a material effect on its consolidated financial statements in 2004.

2.	Acquisitions

On December 30, 2002, the Company purchased all of the issued and outstanding shares of Structural Reinforcement Products, Inc., ("SRP") a Delaware corporation for approximately $14.3 million in cash plus annual payments over a five year period totaling $4.3 million, including $0.7 million of imputed interest. Additionally, $9.4 million of bank related debt and interest was repaid. Acquired income tax benefits of approximately $2.5 million partially offset the $3.6 million present value of annual installment payments. Additional purchase consideration which is contingent upon and economically justified by the operating and financial success of the acquired facility, may be required to be paid in fiscal years 2004 through 2010. There were no such contingent payments in 2003. The acquisition of SRP provided the Company with significant improvements in the quality of production facilities which is consistent with management's overall plan to improve operating efficiencies and reduce costs. The acquisition has been accounted for using the purchase method of accounting.

The aggregate purchase price was allocated to the assets acquired and liabilities assumed based on the Company's estimate of their fair values. The excess of the purchase price over the fair value of the net identifiable assets was allocated to goodwill. SRP is a manufacturer of welded steel reinforcement products in a "state-of-the-art" plant facility located in Hazleton, Pennsylvania. The results of operations of the acquired business are included in the Company's consolidated financial statements from the date of acquisition, December 30, 2002. None of the goodwill is expected to be tax deductible.

The following represents the payment/liability components of the total purchase price of the net assets acquired:



|                                                 | (in thousands)
|------------------------------------------------ | --------------
|Payment for SRP common stock                     | $ 14,285      
|Payment of bank related debt                     | 9,368         
|Acquisition costs                                | 318           
|Cash payments                                    | 23,971        
|Present value of contracted installment payments | 3,600         
|Purchase price                                   | $ 27,571      







MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

The following represents the Company's allocation of the purchase prices:



|                              | (in thousands)
|----------------------------- | --------------
|Operating working capital     | $ 4,264       
|Property, plant and equipment | 9,113         
|Deferred income tax assets    | 2,545         
|Non-compete agreement         | 230           
|Goodwill                      | 11,419        
|Net assets acquired           | $ 27,571      

3.	Adoption of SFAS No. 142

Effective December 30, 2001, the Company adopted SFAS No. 142, which prohibits the amortization of goodwill and intangible assets with indefinite useful lives, and requires that these assets be reviewed for impairment at least annually. Prior to the adoption of SFAS No. 142, the Company historically evaluated goodwill for impairment, when certain indicators were present, by comparing its total unamortized balance of goodwill to total projected undiscounted cash flows.

SFAS No. 142 requires that goodwill be tested for impairment at a reporting unit level upon adoption and at least annually thereafter. The Company determines the fair value of each reporting unit by using a multiple of EBITDA and comparing it to each reporting unit's carrying value. During the second quarter of fiscal 2002, the Company completed the transition impairment test as of December 30, 2001 and determined the adoption of this provision of the new rule had no impact on the Company's financial statements. The required annual tests as of January 3, 2004, and December 28, 2002, indicated no impairment of goodwill.

The following information provides net income for the fiscal year ended December 29, 2001, adjusted to exclude amortization expense relating to goodwill recognized in that fiscal year.



|                                            | Fiscal Year Ended
|------------------------------------------- | -----------------
|                                            | December 29, 2001
|                                            | (In thousands)   
|Reported net income                         | $ 9,941          
|Add back: Goodwill amortization, net of tax | 2,284            
|Adjusted net income                         | $ 12,225         



4.	Dividends to MMHC

Availability of cash at MMHC for payments related to its credit facility and its cumulative preferred dividend obligation is principally dependent upon the Company's cash flows. The State of Delaware corporate law, the Company's Revolving Credit Facility agreement and the senior subordinated notes indenture require the Company to meet certain tests before any dividends can be paid to MMHC. In 2003, the Company did not pay a dividend to MMHC. The Company paid

M

dividends of $5.5 million and $16.1 million to MMHC in 2002 and 2001, respectively, for MMHC to make payments on the MMHC credit facility.

5.	Details of Certain Balance Sheet Items

Inventories consisted of the following:



|                | January 3, 2004 |  | December 28, 2002
|--------------- | --------------- |  | -----------------
|                | (In thousands) 
|Raw materials   | $ 23,237        |  | $ 21,480         
|Work-in-process | 167             |  | 235              
|Finished goods  | 68,655          |  | 55,380           
|                | $ 92,059        |  | $ 77,095         

Property, plant, and equipment consisted of the following:



|                                           | January 3, 2004 |  | December 28, 2002
|------------------------------------------ | --------------- |  | -----------------
|                                           | (In thousands) 
|Land                                       | $ 5,318         |  | $ 4,915          
|Buildings and improvements                 | 36,199          |  | 25,239           
|Machinery and equipment                    | 100,353         |  | 89,649           
|Rental equipment                           | 4,225           |  | 4,225            
|Total property, plant and equipment, gross | 146,095         |  | 124,028          
|Less accumulated depreciation              | 64,518          |  | 57,751           
|Total property, plant, and equipment, net  | $ 81,577        |  | $ 66,277         

Net machinery and equipment under capital lease obligations included in property, plant, and equipment totaled to $9,941,000 and $3,394,000, which is net of accumulated amortization of $4,498,000 and $6,880,000, at January 3, 2004 and December 28, 2002, respectively.

Deferred charges and other assets consisted of the following:



|                                                                        | January 3, 2004 |  | December 28, 2002
|----------------------------------------------------------------------- | --------------- |  | -----------------
|                                                                        | (In thousands) 
|Deferred charges                                                        | $ 5,670         |  | $ 5,406          
|Intangible assets, net of accumulated amortization of $1,933, and 2,250 | 1,232           |  | 939              
|Assets held for sale                                                    | 297             |  | 5,112            
|Deposits on machinery and equipment                                     | --              |  | 5,666            
|Total deferred charges and other assets, net                            | $ 7,199         |  | $ 17,123         

Intangible assets are amortized on a straight-line basis over their respective estimated lives which are between 3 and 20 years. Estimated aggregate amortization expense related to intangible assets, other than goodwill, for the next five years is $662,000. Total amortization expense for fiscal years 2003, 2002 and 2001 was $476,000, $462,000, and $2,719,000 respectively. Selling, general and administrative expense in fiscal year 2001 included goodwill amortization of $2,284,000.

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

Accrued liabilities consisted of the following:



|                            | January 3, 2004 |  | December 28, 2002
|--------------------------- | --------------- |  | -----------------
|                            | (In thousands) 
|Accrued compensation        | $ 2,535         |  | $ 4,639          
|Accrued insurance           | 2,987           |  | 2,597            
|Accrued retirement benefits | 425             |  | 1,462            
|Accrued restructuring costs | 344             |  | 2,840            
|Other accrued liabilities   | 6,085           |  | 6,319            
|Total accrued liabilities   | $ 12,376        |  | $ 17,857         



6.	Long-Term Obligations

Long-term debt, including capital lease obligations, consisted of the following:



|                                                                                                                     | January 3, 2004 |  | December 28, 2002
|-------------------------------------------------------------------------------------------------------------------- | --------------- |  | -----------------
|                                                                                                                     | (In thousands) 
|Revolving credit facility                                                                                            | $ 65,849        |  | $ 24,189         
|11.25% Senior subordinated notes, due 2007, interest payable semi-annually in arrears on April 15 and October 15 (1) | 187,940         |  | 187,711          
|13% Senior subordinated notes, due 2007,interest payable semi-annually in arrears on April 15 and October 15         | 11,300          |  | 11,300           
|Contractual obligation to seller of SRP                                                                              | 2,928           |  | --               
|Capital lease obligations                                                                                            | 9,455           |  | 3,024            
|                                                                                                                     | 277,472         |  | 226,224          
|Less current maturities                                                                                              | 2,155           |  | 1,422            
|Long-term obligations                                                                                                | $ 275,317       |  | $ 224,802        

1. Includes premium of $840 and $1,109, less prepaid interest of $1,600 and $2,098 as of January 3, 2004 and December 28, 2002, respectively.

Scheduled maturities of capital lease obligations and other long-term debt are as follows:

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)



|                                  | Long-Term
Debt |  | Capital
Leases
|--------------------------------- | -------------- |  | --------------
|                                  | (In thousands)
|2004                              | $ 723          |  | $ 2,574       
|2005                              | 772            |  | 2,504         
|2006                              | 66,570         |  | 2,320         
|2007                              | 200,712        |  | 2,189         
|2008                              | --             |  | 1,472         
|2009 and thereafter               | --             |  | --            
|                                  | 268,777        |  | 11,059        
|Less amount representing interest | --             |  | 1,604         
|                                  | $ 268,777      |  | $ 9,455       

- Revolving Credit Facility

On May 8, 2003, MMI amended its revolving credit facility. One of the two incumbent senior lenders increased its participation and a new lender agreed to a $30 million participation. The total line of credit increased from $75 million with two participating lenders to $115 million with three participating lenders. The term of the current agreement expires December 12, 2006, and borrowings under the credit facility continue to be limited by a borrowing base computation. The maximum allowable borrowing is equal to the sum of 55% of both the eligible finished goods inventory and eligible raw materials inventory plus 85% of eligible accounts receivable. The amount borrowable against finished goods inventory and raw materials inventory is further limited to $70.0 million.

The revolving credit facility was further amended on August 18, 2003. Borrowings under the credit facility now bear interest, at the Company's option, at either (i) a base rate (as announced from time to time by Fleet National Bank) plus an adjustable margin from zero to 0.50% or (ii) a Eurodollar base rate for an applicable Eurodollar interest period plus an adjustable margin, which ranges from 1.25% to 3.25%. The adjustable margin relating to both the base rate and the Eurodollar base rate is based first on whether the Company has achieved a 1.10 fixed charge coverage ratio on a trailing twelve month basis, and then on a ratio of total funded indebtedness to "Adjusted Earnings from Operations" (a defined term substantially the same as earnings before interest, taxes, depreciation and amortization). At January 3, 2004, the adjustable margins are at their maximum. Interest rate protection in the form of a "floating to fixed" rate swap agreement for a minimum portion of the principal balance outstanding is also required. Such a swap agreement was contracted on July 10, 2003. It established a fixed Eurodollar base rate that began being applied to $15 million of the principal balance outstanding over the three year period beginning on December 12, 2003. As of January 3, 2004, the average interest rate for this facility was 4.79%.

The credit facility contains customary representations, warranties and events of default and requires compliance with certain covenants, including, among other things, limitations on incurrence of indebtedness, imposition of liens on assets, capital expenditures, mergers and

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

consolidations, disposition of assets, payment of dividends and other distributions, repayment or repurchase of subordinated indebtedness prior to maturity. The annual rent expense limitation is $20.0 million and the allowable capital lease obligation limit is $17 million. Bank approval is required for certain business acquisitions. The August 18, 2003 amendment included a modification of the required fixed charge coverage ratio for the three fiscal quarters through April 3, 2004. Although we can provide no assurance as to whether future covenant tests will be met, we expect that operational cash flows, giving effect to cash flows related to capital expenditures and income taxes, will be sufficient in relation to the defined fixed charges to achieve the ratios required by this amendment to the credit facility agreement.

The revolving credit facility is secured by all assets (other than those subject to capital lease obligations) and stock and is guaranteed by MMHC. Excess borrowing availability under the revolving credit facility at January 3, 2004, after taking into account borrowing base restrictions and outstanding borrowings and letters of credit, was approximately $26.9 million. Outstanding letters of credit (which cannot exceed $20.0 million) totaled $6.4 million and $4.9 million at January 3, 2004 and December 28, 2002, respectively. At April 1, 2004, excess borrowing availability was $35.3 million. Outstanding letters of credit at that date totaled $7.3 million.

Senior Subordinated Notes

- 11.25% Notes

On April 16, 1997, the Company issued $120.0 million of 11.25% Notes due 2007. The net proceeds of $116.0 million, after fees and expenses, were used to (i) distribute $57.1 million to MMHC for the redemption by MMHC of certain of its equity interests, (ii) repay the entire $10.0 million principal amount, plus accrued interest, on a senior subordinated secured note payable, (iii) repay the Company's remaining indebtedness under a term loan facility of $11.4 million and (iv) reduce the Company's indebtedness under a revolving credit facility. The senior subordinated notes are general unsecured obligations of the Company and are subordinated to the Company's revolving credit facility.

On February 12, 1999, the Company issued $30.0 million of 11.25% Notes due 2007. The net proceeds of approximately $31 million, which include the original issuance premium, after fees and expenses, were used to reduce the borrowings under the revolving credit facility. The effective interest rate of these notes is 10.5% per annum.

- 13% Notes

On July 6, 2001, the Company issued $50.0 million of 13% Notes in a private offering. The net proceeds of approximately $49 million, after fees and expenses, were used to reduce borrowings under the revolving credit facility.

- Exchange of 13% Notes for 11.25% Notes

On March 6, 2002, the Company exchanged $38.7 million in principal amount of the 13% Notes, on a par-for-par basis, for newly issued 11.25% Notes plus an aggregate cash payment of approximately $3 million funded by the revolving credit facility.The aggregate cash payment

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

was calculated by adding (i) the present value, as of the date of exchange, of the difference between the remaining interest payments on the 13% Notes versus the 11.25% Notes, and (ii) the difference between the accrued and unpaid interest on the 13% Notes and the 11.25% Notes between the last interest payment date and the date of exchange. The effective interest rate of these notes is 11.25% per annum.

- Redemption Options

The 11.25% and 13% Notes may be redeemed at the option of the Company, in whole or in part, at any time at the prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and liquidated damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on April 15 of the years indicated:



|Year                |  | 11.25% Notes
Percentage |  | 13% Notes
Percentage
|------------------- |  | ----------------------- |  | --------------------
|2004                |  | 101.875%                |  | 102.167%            
|2005 and thereafter |  | 100.000%                |  | 100.000%            

- Change in Control Provision

The 11.25% and 13% Notes are subject to a "Change in Control" provision. This provision states that a change in control exists if either of the following occurs; a sale of substantially all assets, the liquidation or dissolution of the Company, a change in the beneficial ownership of more than 50% of the total voting power of the voting stock, or the majority of the members of the Board of Directors do not continue as directors. If a change in control exists, each holder will have the right to require the Company to repurchase all or any part of their notes at a repurchase price in cash at 101% of the aggregate principal plus accrued and unpaid interest and liquidating damages, if any.

7.	Derivative Instrument.

MMI has entered into an interest rate swap agreement in conjunction with the second amendment of its revolving credit facility. This agreement effectively converts a portion of the revolving credit facilities floating-rate debt to a fixed-rate basis for the three years ending December 12, 2006. This agreement's notional amount of $15 million represents 23% of the total revolving credit facility debt balance at January 3, 2004. This derivative meets the cash flow hedge requirements of SFAS No.133 "Accounting for Certain Derivative Instruments and Certain Hedging Activities."

Under the terms of the accounting standard, this derivative is deemed a perfectly effective hedge. Thus, any change in the derivative's fair value is reported as a component of "Accumulated Other Comprehensive Gain or Loss" in the Consolidated Balance Sheets and in the Consolidated Statements of Stockholder's Equity.

As of January 3, 2004, the fair value change of this derivative resulted in an unrealized $34,000 gain, net of tax, which is included in other comprehensive income (loss).

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

8.	Fixed Asset Impairments and Restructuring Charges

Beginning in early fiscal 2002, management began the process of evaluating the Company's existing network of manufacturing plants and distribution locations, and re-engineering business processes within facilities. The initiative's primary focus is the more effective utilization of assets and reduction of excess capacity through consolidation and rationalization.

In connection with this initiative, management approved a restructuring plan that commenced during the fourth quarter of 2002. Management's plan included the closure of three manufacturing facilities (Baltimore, Maryland; Oregon, Ohio; and Bartonville, Illinois), the shutdown of a production line at two different plants, and the closure of two distribution facilities. In connection with these activities, the Company recorded $0.8 million for severance payments associated with the termination of 149 employees, and $2.4 million related to other employee benefit costs and certain facility related costs, including remaining non-cancelable lease obligations.

A reconciliation of the restructuring charge activity associated with these restructuring costs as of January 3, 2004 is as follows (in thousands):



|                                     | Severance and Other Employee Related Costs |  | Facility Costs |  | Total  
|------------------------------------ | ------------------------------------------ |  | -------------- |  | -------
|Restructuring provision              | $ 1,242                                    |  | $ 1,942        |  | $3,184 
|Payments during 2002                 | (327)                                      |  | (17)           |  | (344)  
|Accrual balance at
December 28, 2002 | 915                                        |  | 1,925          |  | 2,840  
|Payments during 2003                 | (837)                                      |  | (1,659)        |  | (2,496)
|Accrual balance at
January 3, 2004   | $ 78                                       |  | $ 266          |  | $ 344  

In conjunction with the facility closures, the Company recorded an impairment charge of $3.8 million for certain assets which have no future benefit to the Company. Additionally, $5.1 million of land and buildings (Baltimore, Maryland and Oregon, Ohio), and certain production equipment was reclassified as "held-for-sale" and included in other assets in 2002. During 2003 these assets were reclassified back to property, plant, and equipment as "assets held and used" per the requirements of SFAS No. 144, Accounting for the Impairment of Long-Lived Asset for exceeding the twelve month limitation as assets held for sale. These assets are still being marketed for sale and they are recorded at amounts not in excess of what management currently expects to receive upon sale, less cost of disposal; however, the amounts the Company will ultimately realize are dependent on numerous factors, some of which are beyond management's ability to control, and could differ materially from the amounts currently recorded.

During 2003, the process of evaluating the network of manufacturing plants and distribution locations continued. Additional expenses associated with the three facilities closed in 2002 arose which had not been contemplated in the original estimated restructuring charge of $3.2 million.

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

These additional expenses, plus expenses associated with the closure of a manufacturing facility in Whittier, California, amounted to $4.4 million.

9.	Commitments and Contingencies

The Company leases warehouse and office space and certain machinery and equipment under operating leases. Future minimum lease payments on non-cancelable operating leases with remaining terms of one or more years consisted of the following at January 3, 2004 (in thousands):



|2004                | 9,413   
|------------------- | --------
|2005                | 8,180   
|2006                | 6,584   
|2007                | 5,217   
|2008                | 2,886   
|2009 and thereafter | 9,752   
|Total               | $ 42,032

Total rental expense for fiscal years 2003, 2002 and 2001 was $10,245,000, $8,640,000 and $8,316,000, respectively.

At January 3, 2004, the Company was unconditionally obliged to purchase inventory amounting to $4.6 million. This obligation will be recorded by the Company upon the transfer of title.

The Company is involved in a number of legal actions arising in the ordinary course of business. Claims have been made as a result of the closings of the Oregon, OH, and Chicago, IL plants. The Company has recorded an appropriate accrual for these contingencies. The various asserted claims and litigation in which it is involved are judged to not materially affect financial position or future operating results, although no assurance can be given with respect to the ultimate outcome of any such claim or litigation.

10.	Employee Benefit Plans

Defined Contribution Plan

Through January 31, 2002, the Company maintained two defined contribution plans - the MMI Products, Inc. 401(k) Savings Plan (the "401(k) Plan") and the MMI Products, Inc. Pension Plan (the "Pension Plan"). Effective February 1, 2002, the two plans were merged. The MMI Products, Inc. Retirement and 401(k) Savings Plan (the "Merged Plan") incorporates a 401(k) feature for all employees who contribute a portion of their compensation to the Merged Plan. The Company matches employee contributions up to 2% of their individual compensation at a rate of 50%. The Company also contributes a discretionary amount to the Merged Plan for the benefit of all eligible employees, whether they participate in the 401(k) feature or not. Employees covered by a collective bargaining agreement were not eligible for the previous plans nor are they eligible under the Merged Plan.

Under the Merged Plan, vesting in the Company's matching 401(k) contribution is immediate. Vesting in the discretionary retirement contribution occurs over a three year period.

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

The Company's cash contributions to the 401(k) Plan and the Pension Plan during fiscal years 2003, 2002 and 2001 were $914,000, $2,115,000 and $1,821,000, respectively.

Defined Benefit Plan

The Company maintains a retirement plan that covers former employees of the now closed Baltimore, Maryland manufacturing plant. The plan was established under a collective bargaining agreement with the union representing the employees. Plan benefits are based primarily on years of service. It is the policy of the Company to fund this plan currently based upon actuarial determinations and applicable tax regulations. The terminated employees had the option to receive an immediate lump sum benefit or remain in the plan and receive the defined benefit payments upon retirement. Most chose the lump sum option. The sum of the lump sum payments during 2003 exceeded the sum of the service cost and interest cost for the year. Therefore, settlement accounting under SFAS No. 88, "Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," was required. The effect of this and the plan curtailment impact on unrecognized prior service costs was a pension expense of $1.2 million that was included in restructuring expense.



|                                | Fiscal Year Ended
|------------------------------- | -----------------
|                                | 2003             
|                                | (In thousands)   
|Change in benefit obligation:   |                  
|Obligation at beginning of year | $ 3,378          
|Service cost                    | --               
|Interest cost                   | 111              
|Actuarial loss                  | 173              
|Benefit payments                | (85)             
|Effect of settlement            | (2,308)          
|Obligation at end of year       | $ 1,269          



MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



|                                                                  | Fiscal Year Ended
|----------------------------------------------------------------- | -----------------
|                                                                  | 2003             
|                                                                  | (In thousands)   
|Change in plan assets:                                            |                  
|Fair value of plan assets at beginning of year                    | $ 1,920          
|Actual return on plan assets                                      | 41               
|Employer contributions                                            | 756              
|Actuarial loss                                                    | (97)             
|Benefit payments                                                  | (85)             
|Effect of settlement                                              | (2,439)          
|Fair value of plan assets at end of year                          | 96               
|Funded status at end of year                                      | (1,173)          
|Unamortized prior-service cost                                    | --               
|Unrecognized loss                                                 | 711              
|Net amount recognized                                             | $ (462)          
|Amounts recognized in the consolidated
balance sheets consist of: | January 3, 2003  
|                                                                  | (In thousands)   
|Accrued benefit costs                                             | $ (1,173)        
|Other comprehensive loss                                          | 711              
|Net amount recognized                                             | $ (462)          

The plan's accumulated benefit obligation was $1,269,000 and $3,378,000 for fiscal years 2003 and 2002, respectively.

Plan Assets

The Company follows a policy of diversifying pension plan assets into U.S. equities, non-U.S. equities, fixed income and money markets. As of January 3, 2004, all of the plan assets were held in money markets to facilitate the lump sum payments related to the plan settlements. The contribution to the plan required for fiscal 2004 will bring plan assets to a level wherein investment diversification within the plan will return.



|                       | Fiscal Year Ended
|---------------------- | -----------------
|                       | 2003             
|Money market           | 100%             
|Mutual funds           | --               
|Equities               | --               
|Fixed income           | --               
|International equities | --               
|Total                  | 100%             

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



|                                         | Fiscal Year Ended
|---------------------------------------- | -----------------
|Components of net periodic benefit cost: | 2003             
|                                         | (In thousands)   
|Service cost                             | $ --             
|Interest cost                            | 111              
|Expected return on plan assets           | (41)             
|Amortization of prior-service cost       | --               
|Amortization of net loss                 | 33               
|Curtailment adjustments                  | --               
|Settlement adjustments                   | 1,442            
|Net periodic benefit cost                | $ 1,545          

The amounts included within other comprehensive income arising from changes in the additional minimum pension liability for fiscal years 2003 and 2002, net of tax, was a gain of $655,000 and an expense of $476,000, respectively.

Gains and losses in excess of 10% of the greater of benefit obligation and the market-related value of assets are amortized over the average remaining working lifetime of participants expected to receive benefits.



|                                            | Fiscal Year Ended
|------------------------------------------- | -----------------
|                                            |                  
|Weighted average assumptions:               |                  
|Discount rate                               |                  
|Expected long-term rate of return on assets |                  

The Company also contributes to certain multi-employer, defined benefit plans covering certain employees under other collective bargaining agreements. Total expenses for these plans were $47,000, $594,000, and $441,000 for fiscal years 2003, 2002 and 2001 respectively.

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

11.	Income Taxes

Significant components of the provision (benefit) for income taxes, which are not allocated to the business segments, are as follows:



|                           | Fiscal Year Ended
|-------------------------- | -----------------
|                           | 2003             
|                           | (In thousands)   
|Current:                   |                  
|Federal                    | $ (4,787)        
|State and local            | 91               
|                           | (4,696)          
|Deferred:                  |                  
|Federal                    | 1,295            
|State and local            | (1,000)          
|                           | 295              
|Total current and deferred | $ (4,401)        

The reconciliation of income tax computed at the 35% U.S. federal statutory tax rate to income tax expense is as follows for fiscal years 2003, 2002, and 2001:



|                                                     | Fiscal Year Ended
|---------------------------------------------------- | -----------------
|                                                     | 2003             
|                                                     | (In thousands)   
|Tax at U.S. statutory rate                           | $ (4,031)        
|State and local income taxes, net of
federal benefit | (591)            
|Goodwill                                             | -                
|Other, net                                           | 221              
|Total                                                | $ (4,401)        



MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets are as follows:



|                                | January 3, 2004 |  | December 28, 2002
|------------------------------- | --------------- |  | -----------------
|Deferred tax liabilities:       |                 |  |                  
|Property, plant, and equipment  | $ 13,635        |  | $ 12,129         
|Intangible assets               | 2,076           |  | 1,527            
|Total deferred tax liabilities  | 15,711          |  | 13,656           
|Deferred tax assets:            |                 |  |                  
|Net operating losses            | 6,621           |  | 206              
|Inventory valuation             | 1,085           |  | 1,104            
|Allowance for doubtful accounts | 684             |  | 714              
|Self-insurance accruals         | 1,165           |  | 1,012            
|Restructuring accruals          | 134             |  | 1,107            
|Other                           | 1,151           |  | 1,438            
|Total deferred tax assets       | 10,840          |  | 5,581            
|Valuation allowance             | 1,599           |  | 206              
|Net deferred tax liabilities    | $ 6,470         |  | $ 8,281          

The Company is a member of an affiliated group that includes its parent company, MMHC, which files a consolidated United States tax return. The Company's tax provision, including the deferred taxes reflected above, is computed as if it were a stand alone entity.

For the fiscal years 2003 and 2002, the Company has recorded a deferred tax benefit of $440,000 and $304,000, respectively, from the changes in the additional minimum pension liability and interest rate swap that is recorded as part of accumulated other comprehensive income.

At January 3, 2004, the Company has federal net operating loss carryforwards of $12,172,000 which expire at various dates between 2008 and 2023. In addition, the Company has state net operating losses of $33,732,000 expiring at various dates between 2006 and 2023. The income tax laws limit the Company's utilization of SRP's pre-acquisition net operating losses. Accordingly, the Company has increased its valuation allowance by $1,393,000, primarily to reflect this limitation.

12.	Segment Reporting

Four operating units are aggregated into two reportable segments: Fence and Concrete Construction Products. The Fence segment has two operating units that offer similar products and services. The Concrete Construction Products segment has two operating units that offer complimentary products and services within the concrete construction industry.

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Fence Segment

The Fence segment manufactures chain link fence fabric, a full line of aluminum die cast and galvanized pressed steel fittings, ornamental iron products, PVC color coated wire and vinyl coated color pipe, tubing and fittings. In addition, the segment also distributes many different fence products including pipe, tubing, wood, vinyl, aluminum, and ornamental iron fence products, gates, hardware, and other related products. The fence products are used in numerous residential and nonresidential applications.

Concrete Construction Products Segment

The Concrete Construction Products segment manufactures welded steel reinforcement products and a variety of concrete accessories. Concrete accessories include supports for steel reinforcing bars and welded steel reinforcement products, form ties, welded dowel assemblies, anchors and inserts. The concrete construction products are used in the construction of roads, bridges and other heavy construction projects including nonresidential buildings.

The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its business units based upon their return on invested capital elements and other performance measurements.

Summarized financial information concerning the reportable segments is presented in the following tables. Corporate general and administrative expenses are allocated to the segments based upon proportional net sales.



|                                        | Fiscal Year 2003
|--------------------------------------- | ----------------
|                                        | Fence           
|                                        | (In thousands)  
|Net sales                               | $ 289,341       
|Income before interest and
income taxes | 5,941           
|Interest expense                        | --              
|Income tax benefit                      | --              
|Net income (loss)                       | 5,941           
|Depreciation and amortization           | 3,868           
|Segment assets (1)                      | 126,583         
|Goodwill                                | 17,258          
|Capital expenditures                    | 1,488           



MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



|                                        | Fiscal Year 2002
|--------------------------------------- | ----------------
|                                        | Fence           
|                                        | (In thousands)  
|Net sales                               | $ 290,415       
|Income before interest and income taxes | 10,316          
|Interest expense                        | --              
|Income tax benefit                      | --              
|Net income (loss)                       | 10,316          
|Depreciation and amortization           | 4,430           
|Segment assets (1)                      | 115,741         
|Goodwill                                | 17,258          
|Capital expenditures                    | 2,236           





|                                        | Fiscal Year 2001
|--------------------------------------- | ----------------
|                                        | Fence           
|                                        | (In thousands)  
|Net sales                               | $ 269,781       
|Income before interest and income taxes | 13,639          
|Interest expense                        | --              
|Income taxes                            | --              
|Net income (loss)                       | 13,639          
|Depreciation and amortization           | 5,348           
|Segment assets (1)                      | 118,998         
|Goodwill                                | 17,258          
|Capital expenditures                    | 1,173           

1. Segment assets include accounts receivable, inventory, goodwill and property, plant and equipment. Corporate assets include all other components of total consolidated assets.

13.	Quarterly Financial Data (Unaudited)



|                  | 2003 (by fiscal quarter)
|----------------- | ------------------------
|                  | 1                       
|                  | (In thousands)          
|Net sales         | $ 97,491                
|Gross profit      | 13,893                  
|Net income (loss) | (3,766)                 

MMI PRODUCTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



|                  | 2002 (by fiscal quarter)
|----------------- | ------------------------
|                  | 1                       
|                  | (In thousands)          
|Net sales         | $115,910                
|Gross profit      | 18,739                  
|Net income (loss) | 176                     

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Disclosure Controls and Procedures

The certifying officers of MMI are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have; (i) designed such disclosure controls and procedures to ensure that material information relating to MMI, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this annual report is being prepared; and (ii) evaluated the effectiveness of MMI's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, these principal executive officer and principal financial officer concluded that MMI's disclosure controls and procedures are effective in timely alerting them to material information relating to the company, including its consolidated subsidiaries, required to be included in its periodic SEC filings.

MMI's certifying officers have indicated that there were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART III

Item 10. Directors and Executive Officers of the Registrant

The following table sets forth relevant information regarding our directors and executive officers, including their respective ages.



|Name                 | Age | Position                                                
|-------------------- | --- | --------------------------------------------------------
|Julius S. Burns      | 71  | Chairman and Director                                   
|Thomas F. McWilliams | 61  | Director                                                
|Carl L. Blonkvist    | 67  | Director                                                
|John M. Piecuch      | 55  | President, Chief Executive Officer, and Director        
|Robert N. Tenczar    | 54  | Vice President, Chief Financial Officer and Secretary   
|James M. McCall      | 61  | Vice President; President of Ivy Steel and Wire Division
|Lyle D. Bumgarner    | 61  | Vice President; Manufacturing                           
|Greg V. Mabry        | 44  | Treasurer and Assistant Secretary                       

Julius S. Burns has been Chairman of our board since January 2, 2001. Until December 1, 2001, he served as our President and Chief Executive Officer for 12 years. Prior to that he served for 13 years as President and General Manager of Ivy Steel & Wire Company, Inc. Mr. Burns has 37 years of related industry experience.

Thomas F. McWilliams has been a director since 1992. Mr. McWilliams is a Managing Director of Citicorp Venture Capital, Ltd. ("CVC"), and a managing partner of CVC Equity Partners. He has been affiliated with CVC since 1983. Mr. McWilliams is a member of CVC's investment committee. Mr. McWilliams is a director of Ergo Science Corporation, Polar Corporation, Royster Clark Group, Inc., Strategic Industries, Inc., WCI Communities and Euramax International.

Carl L. Blonkvist has been a director since April 1997. Mr. Blonkvist is the former Senior Vice President and Chief Operating Officer of Page-Wheatcroft & Co. Mr. Blonkvist was Senior Vice President of Coca-Cola Foods from January 1994 to April 1996, and was a Senior Partner of Computer Science Corporation, a consulting firm, from 1991 to 1994. In 1984, Mr. Blonkvist formed Paragon Consulting Group, a consulting firm specializing in operations strategy, which was purchased by Computer Science Corporation in 1991. Mr. Blonkvist spent twenty years with Booz, Allen, and Hamilton as Senior Vice President and National Leader of their Operations practice.

John M. Piecuch has been our President and Chief Executive Officer and a director since December 17, 2001. Mr. Piecuch was formerly the President and Chief Executive Officer of Lafarge Corporation, one of the largest construction material companies in North America. Mr. Piecuch is a director of Brampton Brick Limited, a Canadian producer of construction and industrial products.

Robert N. Tenczar has been our Vice President, Chief Financial Officer and Secretary since May 1993. From 1985 to 1993, Mr. Tenczar was employed by Baker Hughes Incorporated, Houston, Texas, his last assignment as Vice President - Finance of its EnviroTech Controls division.

James M. McCall has been employed by us and our predecessors in various management positions of increasing responsibility since 1975, as General Manager of Wire Mesh operations since 1989 and the President of the Ivy Steel and Wire division since 1999. Mr. McCall has 38 years of related industry experience.

Lyle D. Bumgarner has been employed by us since 1988 in various engineering and managerial positions, including Director of Manufacturing for Meadow Burke, Vice President of Manufacturing for Merchants Metals and since 1996, Vice President of Manufacturing for MMI Products, Inc. Mr. Bumgarner has worked in the wire industry for over 40 years, serving in various senior management positions both domestically and abroad.

Greg V. Mabry has been our Treasurer and Assistant Secretary since November 2001. Mr. Mabry was formerly employed by International Paper Company from 1987 to 2001.

Each director holds office until our next annual meeting of stockholders or until their successor is duly elected and qualified. All officers are elected annually and serve at the direction of our board of directors. Our directors are reimbursed for all expenses actually incurred for each board meeting which they attend. One member of our board of directors, Mr. Blonkvist, receives a fee of $2,000 per meeting he attends. Mr. Burns receives a per diem payment in accordance with his employment agreement. The other members of our board of directors do not receive a fee for any meetings they attend. Our executive officers are elected by our board of directors to serve at the discretion of our board.

Indemnification of Directors

We have entered into indemnification agreements with our directors and executive officers pursuant to which we will indemnify these persons against expenses (including attorney's fees), judgments, fines and amounts paid in settlement incurred as a result of the fact that any of these persons in his or her capacity as a director or officer, is made or threatened to be made a party to any suit or proceeding. These persons will be indemnified to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware.

The indemnification agreements also provide for the advancement of expenses to such directors and officers in connection with any such suit or proceeding.

The Company holds a directors' and officers' liability insurance policy that insures the directors and corporate and business unit officers of the Company and its subsidiaries against certain liabilities they may incur in the performance of their duties, and the Company against any obligation to indemnify such individuals against such liabilities.

Code of Ethics

The company has adopted a code of ethics that applies to all of its directors, officers (including its chief executive officer and chief financial officer) and employees. The company has filed a copy of this Code of Ethics as Exhibit 99.1 to this Form 10-K.

Item 11. Executive Compensation

The following table sets forth the compensation for fiscal years 2003, 2002, and 2001 awarded to or earned by our chief executive officer and other highly compensated individuals who served as executive officers during such period.

Summary Compensation Table



|                                                                                     |         | Annual Compensation | All Other Compensation
|------------------------------------------------------------------------------------ | ------- | ------------------- | ----------------------
|Name and Principal Position(1)                                                       |         | Salary              | Bonus                 
|                                                                                     |         |                     |                       
|John M. PiecuchPresident and Chief Executive Officer                                 | 2003    | $ 562,620           | $ --                  
|2002                                                                                 | 561,070 | 450,000             | 3,273                 
|2001                                                                                 | 46,635  | --                  | --                    
|                                                                                     |         |                     |                       
|Julius S. BurnsChairman of the Board, Former
President and Chief Executive Officer   | 2003    | 126,342             | --                    
|2002                                                                                 | 393,134 | --                  | --                    
|2001                                                                                 | 631,008 | --                  | --                    
|                                                                                     |         |                     |                       
|Ronald R. RossFormer President and Chief Executive Officer                           | 2003    | --                  | --                    
|2002                                                                                 | --      | --                  | --                    
|2001                                                                                 | 220,009 | --                  | --                    
|                                                                                     |         |                     |                       
|James M. McCall
Vice President; President - Ivy Steel and Wire Division              | 2003    | 213,300             | --                    
|2002                                                                                 | 208,650 | 37,000              | 2,171                 
|2001                                                                                 | 199,608 | 89,304              | 1,248                 
|                                                                                     |         |                     |                       
|Davy J. Wilkes
Former Vice President; President - Meadow Burke Products Division (4) | 2003    | 197,400             | --                    
|2002                                                                                 | 193,050 | 59,000              | 2,169                 
|2001                                                                                 | 184,596 | 101,148             | 1,269                 
|                                                                                     |         |                     |                       
|Robert N. TenczarVice President, Chief Financial Officer
and Secretary               | 2003    | 188,650             | --                    
|2002                                                                                 | 183,830 | 25,092              | 2,293                 
|2001                                                                                 | 175,780 | 68,289              | 1,271                 

1. The named executive officers did not receive annual compensation not properly categorized as salary or bonus, except for perquisites and other personal benefits which are not shown because the aggregate amount of such compensation for each of the named executive officers during the fiscal year did not exceed the lesser of $50,000 or 10% of total salary and bonus reported for such executive officer, except as noted.
2. Represents amounts paid by
3. Represents severance paid to the former President & Chief Executive officer.
4. Retired effective January 31, 2004.

Retirement Plans

Through January 31, 2002, the Company maintained two defined contribution plans - the MMI Products, Inc. 401(k) Savings Plan (the "401(k) Plan") and the MMI Products, Inc. Pension Plan (the "Pension Plan"). Effective February 1, 2002, the two plans have been merged. The MMI Products, Inc. Retirement and 401(k) Savings Plan (the "Merged Plan") incorporates a 401(k) feature for all employees who contribute a portion of their compensation to the Merged Plan. The Company will match employee contributions of up to 2% of their individual compensation at a rate of 50%. The Company will also contribute a discretionary amount to the Merged Plan for the benefit of all eligible employees, whether they participate in the 401(k) feature or not. Employees covered by a collective bargaining agreement were not eligible for the previous plans nor are they eligible under the Merged Plan.

Under the Merged Plan, vesting in the Company's matching 401(k) contribution is immediate. Vesting in the discretionary retirement contribution will be over a three year period.

Employment and Other Agreements

John M. Piecuch

John M. Piecuch our President and Chief Executive Officer has entered into an agreement which was executed on July 31, 2002. The agreement provides an annual salary of $550,000 and a bonus based on performance. A minimum bonus of $450,000 was guaranteed for fiscal 2002.

Julius S. Burns

Julius S. Burns, our Chairman of the Board, has entered into an employment agreement with us that will expire on April 30, 2004. The agreement provides a per diem payment to Mr. Burns of $2,873.56 for each day that he performs services under the agreement with a maximum annual salary of $750,000. The agreement also precludes Mr. Burns from competing with our company during the term of the agreement.

Ronald R. Ross

On April 16, 2001, we entered into a separation agreement with Ronald R. Ross, our former President and Chief Executive Officer. Under the terms of the separation agreement, Mr. Ross resigned as President, Chief Executive Officer and director. Mr. Ross served in such capacities from October 16, 2000 until April 13, 2001. Under the separation agreement, we agreed to pay Mr. Ross a one-time cash severance payment of $211,650 (net of tax withholding). The separation agreement also contains customary non-solicitation, nondisparagement and confidentiality provisions and a mutual release of claims arising from Mr. Ross' employment.

Repurchase Agreements

Each member of our management that owns common stock of MMHC holds such stock subject to various repurchase agreements. Until the ownership in stock vests, MMHC may repurchase such common stock for $1.00 per share upon the termination of such person's employment. Under Mr. Burns' repurchase agreement, MMHC may repurchase his vested common stock for fair market value.

Compensation Committee Interlocks and Insider Participation

Our board of directors is responsible for determining executive officer compensation. John M. Piecuch currently serves as both a director and as an officer of our company.



We are a wholly owned subsidiary of MMHC. The following table sets forth relevant information regarding the beneficial ownership of MMHC's capital stock as of January 3, 2004, by:

- each person who we know to beneficially own more than 5% of any class of voting securities of MMHC;
- each of our directors and named executive officers; and
- all directors and officers as a group.

MMHC has three classes of common stock. MMHC's Class A common stock, par value $0.01 per share, Class B common stock, par value $0.01 per share and Class C common stock, par value $0.01 per share vote together as a single class. The Class A common stock is the class into which all other classes of common stock are convertible, and until all classes are converted, has 17% of the combined voting power of all three classes of common stock. Each share of Class A common stock has voting power equal to its pro rata share of such 17.0% vote. The only outstanding shares of Class A common stock are held by Carl L. Blonkvist. The Class B common stock has 49.5% of the combined voting power of the three classes of common stock and is held by Court Square Capital, Limited ("Court Square") and its affiliates and associates. All of the Class B common stock shares will be voted in accordance with a majority of interest vote of such class, which is held by Court Square. The Class C common stock has 33.5% of the combined voting power of the three classes of common stock and is held by management of MMHC. Class B common stock is convertible into Class A common stock upon the first to occur of the date on which the outstanding number of shares of Class B common stock represents less than 45% of the outstanding common stock and upon a vote of the holders of a majority in interest of the Class B common stock to convert their shares of Class B common stock into Class A common stock. In addition, any holder of the Class B common stock, other than Court Square, may convert his or its shares to Class A common stock at such time as such person is no longer affiliated or associated with Court Square. The Class C common stock automatically converts into Class A common stock upon an initial public offering, if required by the underwriters, or at such time as no shares of Class B common stock are still outstanding. As of January 3, 2004, 2,000 shares of Class A common stock, 818,164 shares of Class B common stock and 177,565 shares of Class C common stock were outstanding.





|5% Shareholders                        | Number of Shares
of Common Stock | Percent of Class
of Common Stock | Percentage of Total Voting Power(1)
|-------------------------------------- | -------------------------------- | -------------------------------- | -----------------------------------
|                                       | (In thousands)                   |                                  |                                    
|                                       | Class A                          | Class B                          | Class C                            
|                                       |                                  |                                  |                                    
|Court Square Capital, Limited(2)       | --                               | 662                              | --                                 
|c/o Citicorp Venture Capital, Ltd.     |                                  |                                  |                                    
|300 Park Avenue, 14th FL, Zone 4       |                                  |                                  |                                    
|New York, New York 10043               |                                  |                                  |                                    
|                                       |                                  |                                  |                                    
|CCT Partners VI, L.P.(3) (4)           | --                               | 116                              | --                                 
|c/o Citicorp Venture Capital, Ltd.     |                                  |                                  |                                    
|300 Park Avenue, 14th FL, Zone 4       |                                  |                                  |                                    
|New York, New York 10043               |                                  |                                  |                                    
|                                       |                                  |                                  |                                    
|Julius S. Burns(5)                     | --                               | --                               | 74                                 
|400 N. Sam Houston Pkwy E., Suite 1200 |                                  |                                  |                                    
|Houston, Texas 77060                   |                                  |                                  |                                    
|                                       |                                  |                                  |                                    
|John M. Piecuch(6)                     | --                               | --                               | --                                 
|400 N. Sam Houston Pkwy E., Suite 1200 |                                  |                                  |                                    
|Houston, Texas 77060                   |                                  |                                  |                                    





|Directors and Executive Officers                | Number of Shares
of Common Stock | Percent of Class
of Common Stock | Percentage of Total Voting Power(1)
|----------------------------------------------- | -------------------------------- | -------------------------------- | -----------------------------------
|                                                | (In thousands)                   |                                  |                                    
|                                                | Class A                          | Class B                          | Class C                            
|                                                |                                  |                                  |                                    
|Carl L. Blonkvist                               | 2                                | --                               | --                                 
|5121 Tanbark Drive                              |                                  |                                  |                                    
|Dallas, Texas 75229                             |                                  |                                  |                                    
|                                                |                                  |                                  |                                    
|James M. McCall                                 | --                               | --                               | 23                                 
|400 N. Sam Houston Pkwy E., Suite 1200          |                                  |                                  |                                    
|Houston, Texas 77060                            |                                  |                                  |                                    
|                                                |                                  |                                  |                                    
|Robert N. Tenczar                               | --                               | --                               | 13                                 
|400 N. Sam Houston Pkwy E., Suite 1200          |                                  |                                  |                                    
|Houston, Texas 77060                            |                                  |                                  |                                    
|                                                |                                  |                                  |                                    
|Davy J. Wilkes                                  | --                               | --                               | 3                                  
|5110 Santa Fe Road                              |                                  |                                  |                                    
|Tampa, Florida 33619                            |                                  |                                  |                                    
|                                                |                                  |                                  |                                    
|All directors and executive officers as a group | 2                                | --                               | 113                                

(1)	Percentage given on a basis as if all shares of Class B common stock and Class C common stock were converted into shares of Class A common stock.

(2)	Does not include approximately 116,000 shares of Class B Common Stock owed of record by CCT Partners VI, L.P., an affiliate of Citicorp Venture Capital, Ltd., as to which Court Square Capital, Limited disclaims beneficial ownership.

(3)	Does not include approximately 661,000 shares of Class B Common Stock owned of record by Court Square Capital, Ltd., an affiliate of CCT Partners VI, L.P., as to which CCT Partners VI, L.P. disclaims beneficial ownership.

(4)	Thomas P. McWilliams has a 26.2% indirect interest in CCT Partners VI, L.P.'s investment in MMHC.

(5)	Julius S. Burns is also Chairman of MMHC.

(6)	John M. Piecuch is also President and Chief Executive Officer of MMHC. Mr. Piecuch has been granted an option to acquire 80,000 shares of MMHC junior preferred stock, of which 32,000 option shares are vested.

Item 13. Certain Relationships and Related Transactions

On November 12, 1999, MMHC completed a recapitalization transaction in which, among other things, it entered into a $69.2 million subordinated credit facility due in 2007 with an investment fund managed by an affiliate of CVC. Interest at a rate of 14% per annum on the MMHC Credit Facility is payable semi-annually in cash or in kind at the option of MMHC. In connection with the MMHC Credit Facility, MMHC also issued a warrant to such lender to purchase 105,189 shares of its Class B common stock. The warrant is not exercisable until September 30, 2007, and then only if the MMHC Credit Facility has not been repaid.

Availability of cash for MMHC to pay the MMHC Credit Facility interest is principally dependent upon our cash flows. State of Delaware corporate law, the Company's Revolving Credit Facility agreement and senior subordinated notes indenture require us to meet certain tests before any dividends can be distributed to MMHC. MMI paid no dividends to MMHC in 2003; thus, the MMHC senior annual obligation under the subordinated credit facility was serviced in kind.

Item 14. Independent Auditor Fee Information

Fees for professional services provided by our independent auditors in each of the last two fiscal years, in each of the following categories (in thousands) are:



|                   | Fiscal Year
|------------------ | -----------
|                   | 2003       
|Audit fees         | $ 251      
|Audit-related fees | 160        
|Tax fees           | 73         
|Total fees         | $ 484      

Fees for audit services include fees associated with the annual audit, the reviews of the Company's quarterly reports on Form 10-Q, and S1 filings. Audit-related fees principally included due diligence in connection with acquisitions, accounting consultation and benefit plan audits. Tax fees included tax compliance, tax advice and tax planning.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) 1. Financial Statements

Included in Part II of this report:

Report of Independent Auditors

Consolidated Balance Sheets at fiscal year end 2003 and 2002

Consolidated Statements of Operations for fiscal years 2003, 2002, and 2001

Consolidated Statements of Changes in Stockholder's Equity (Deficit) for fiscal years 2003, 2002, and 2001

Consolidated Statements of Cash Flows for fiscal years 2003, 2002, and 2001

Notes to Consolidated Financial Statements

2. Financial Statement Schedule

Included in Part IV of this report:

Schedule II - Valuation and Qualifying Accounts

Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

3. Exhibits

3.1	 Restated Certificate of Incorporation of MMI Products, Inc.

3.2	 Amended and Restated By-laws of MMI Products, Inc.

4.1	 Indenture dated as of April 16, 1997 between MMI Products, Inc. and U.S. Trust Company of Texas, N.A.

4.2	 First Amendment to Indenture dated as of February 12, 1999 between MMI Products, Inc. and U.S. Trust Company of Texas, N.A.

4.3	 Indenture dated as of July 6, 2001 between MMI Products, Inc. and U.S. Trust Company of Texas, N.A.

10.1	Registration Rights Agreement dated as of April 16, 1997 between MMI Products, Inc. and Bear, Stearns & Co. Inc.

10.2 	Registration Rights Agreement dated as of February 12, 1999 between MMI Products, Inc. and Bear, Stearns & Co. Inc.

10.3	Exchange and Registration Rights Agreement dated as of July 6, 2001 between MMI Products, Inc. and Bear, Stearns & Co. Inc.

10.4 	Second Amended and Restated Loan and Security Agreement dated as of October 30, 2001 among MMI Products, Inc., MMI Management Services LP, MMI Management, Inc., Fleet Capital Corporation ("Fleet"), and Transamerica Business Credit Corporation ("Transamerica").

10.5	First Amendment to the Second Amended and Restated Loan and Security Agreement dated as of February 18, 1998 among MMI Products, Inc., MMI Management Services L.P., MMI Management, Inc., Fleet and Transamerica.

10.6	Employment Agreement dated as of January 1, 2001, by and among MMI Products Inc., MMI Management Services L.P. and Julius S. Burns.

10.7	Employment Agreement dated as of October 16, 2000, by and among MMI Products Inc., MMI Management Services L.P. and Ronald R. Ross.

10.8	Severance Agreement dated as of July 31, 2002, by and among MMI Products Inc., MMI Management Services L.P. and John M. Piecuch.

10.9	Amendment to the MMI Products, Inc. Pension Plan.

10.10	Amendment No. 4 to the MMI Products, Inc. Pension Plan.

10.11	The MMI Products, Inc. 401(k) Savings Plan, as amended.

10.12	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and Julius S. Burns.

10.13 	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and Carl L. Blonkvist.

10.14 	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and Thomas F. McWilliams.

10.15	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and James M. McCall.

10.16 	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and Davy J. Wilkes.

10.17	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and Robert N. Tenczar.

10.18	Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company, and Stuyvesant P. Comfort.

10.19	Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company, and Gary A. Konke.

10.20	Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company, and Ronald R. Ross.

10.21	Indemnification Agreement dated as of December 17, 2001 among MMI Products, Inc., Merchants Metals Holding Company, and John M. Piecuch.

10.22	Purchase Agreement dated as of April 11, 1997 between MMI Products, Inc. and Bear, Stearns & Co. Inc.

10.23	Purchase Agreement dated as of June 28, 2001 between MMI Products, Inc. and Bear, Stearns & Co. Inc.

10.24	Stock Repurchase Agreement dated as of November 12, 1999 between Merchants Metals Holding Company and Julius S. Burns.

10.25	Amendment No. 1 to Stock Repurchase Agreement (November 12, 1999) dated as of January 1, 2001 between Merchants Metals Holding Company and Julius S. Burns.

10.26 	Stock Repurchase Agreement dated as of November 12, 1999 between Merchants Metals Holding Company and Robert N. Tenczar.

10.27	Stock Repurchase Agreement dated as of November 12, 1999 between Merchants Metals Holding Company and James M. McCall.

10.28	Stock Repurchase Agreement dated as of November 12, 1999 between Merchants Metals Holding Company and Davy J. Wilkes.

10.29	Stock Repurchase Agreement dated as of November 12, 1999 between Merchants Metals Holding Company and Carl L. Blonkvist.

10.30	Stock Repurchase Agreement dated as of April 28, 2000 between Merchants Metals Holding Company and Julius S. Burns.

10.32	Amendment No. 1 to Stock Repurchase Agreement (April 28, 2000) dated as of January 1, 2001 between Merchants Metals Holding Company and Julius S. Burns.

10.33	Stock Repurchase Agreement dated as of April 28, 2000 between Merchants Metals Holding Company and James M. McCall.

10.34	Stock Repurchase Agreement dated as of April 28, 2000 between Merchants Metals Holding Company and Robert N. Tenczar.

10.35	Stock Purchase Agreement by and among Security Fence Supply Co., Inc., Henry F. Long, Jr. and Henry F. Long, III, dated as of October 6, 1998.

10.36	Asset Purchase Agreement by and between MMI Products, Inc. and National Wholesale Fence, dated as of June 7, 1999.

10.37	Stock Purchase Agreement among MMI Products, Inc., Hallett Wire Products Co., J. Wells McGiffert and other sellers signatory thereto.

10.38	Purchase Agreement dated as of February 9, 1999 among MMI Products, Inc. and Bear, Stearns & Co. Inc.

10.39	Stock Purchase Agreement by and between MMI Products, Inc., Structural Reinforcement Products, Inc., and Quilni BV, dated as of December 27, 2002.

10.40	Separation Agreement dated as of April 16, 2001 between Ronald R. Ross and MMI Products, Inc.

21	 Subsidiaries

24	 Power of Attorney.

31.1	Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of John M. Piecuch, President and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Robert N. Tenczar, Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1	Code of Ethics

(b) Reports on Form 8-K	None



SIGNATURES

Pursuant to the requirements of Section 13 and 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.



|    | MMI PRODUCTS, INC.                        
|--- | ------------------------------------------
|By: | /s/Robert N. Tenczar                      
|    | Robert N. Tenczar                         
|    | Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|      | SIGNATURE                              | TITLE                                                                                   | DATE         
|----- | -------------------------------------- | --------------------------------------------------------------------------------------- | -------------
|By:   | /s/John M. Piecuch
John M. Piecuch     | President, Chief Executive Officer and Director (principal executive officer)           | April 2, 2004
|By:   | /s/Robert N. Tenczar
Robert N. Tenczar | Vice President and Chief Financial Officer (principal financial and accounting officer) | April 2, 2004
|By:   | *
Julius S. Burns                      | Chairman and Director                                                                   | April 2, 2004
|By:   | *
Thomas F. McWilliams                 | Director                                                                                | April 2, 2004
|By:   | *
Carl L. Blonkvist                    | Director                                                                                | April 2, 2004
|*
By: | /s/Robert N. Tenczar
Robert N. Tenczar | Attorney-in-fact                                                                        | April 2, 2004





Schedule II

MMI Products, Inc.

Valuation and Qualifying Accounts

(In thousands)



|                                                                                                                    | Balance at Beginning of Period | Charged to Costs
and Expenses | Deductions | Balance at
End of Period
|------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ----------------------------- | ---------- | ------------------------
|Fiscal Year Ended January 3, 2004:
Allowance for Doubtful Accounts
Reserve for damaged and slow-
moving inventory   | $ 1,450                        | $ 1,647                       | $ 1,583    | $ 1,514                 
|1,928                                                                                                               | 113                            | 307                           | 1,734     
|Fiscal Year Ended December 28, 2002:
Allowance for Doubtful Accounts
Reserve for damaged and slow-
moving inventory | $ 1,813                        | $ 941                         | $ 1,304    | $ 1,450                 
|1,147                                                                                                               | 1,502                          | 721                           | 1,928     
|Fiscal Year Ended December 29, 2001:
Allowance for Doubtful Accounts
Reserve for damaged and slow-
moving inventory | $ 1,164                        | $ 1,590                       | $ 941(a)   | $ 1,813                 
|395                                                                                                                 | 752                            | --                            | 1,147     

(a) Uncollectible accounts written off, net of recoveries.

INDEX TO EXHIBITS



Exhibit No.	Description

3.1	Restated Certificate of Incorporation of MMI Products, Inc. (1)

3.2	Amended and Restated By-laws of MMI Products, Inc. (1)

4.1	Indenture dated as of April 16, 1997 between MMI Products, Inc. and U.S. Trust Company of Texas, N.A. (1)

4.2	First Amendment to Indenture dated as of February 12, 1999 between MMI Products, Inc. and U.S. Trust Company of Texas, N.A. (8)

4.3	Indenture dated as of July 6, 2001 between MMI Products, Inc. and U.S. Trust Company of Texas, N.A. (10)

10.1	Registration Rights Agreement dated as of April 16, 1997 between MMI Products, Inc. and Bear, Stearns & Co. Inc. (1)

10.2	Registration Rights Agreement dated as of February 12, 1999 between MMI Products, Inc. and Bear, Stearns & Co. Inc. (5)

10.3	Exchange and Registration Rights Agreement dated as of July 6, 2001 between MMI Products, Inc. and Bear, Stearns & Co. Inc. (10)

10.4	Second Amended and Restated Loan and Security Agreement dated as of October 30, 2001 among MMI Products, Inc., MMI Management Services LP, MMI Management, Inc., Fleet Capital Corporation ("Fleet"), and Transamerica Business Credit Corporation ("Transamerica"). (11)

10.5	First Amendment to the Second Amended and Restated Loan and Security Agreement dated as of February 18, 1998 among MMI Products, Inc., MMI Management Services L.P., MMI Management, Inc., Fleet and Transamerica. (3)

10.6	Employment Agreement dated as of January 1, 2001, by and among MMI Products Inc., MMI Management Services L.P. and Julius S. Burns. (7)

10.7	Employment Agreement dated as of October 16, 2000, by and among MMI Products Inc., MMI Management Services L.P. and Ronald R. Ross. (7)

10.8	Severance Agreement dated as of July 31, 2002, by and among MMI Products Inc., MMI Management Services L.P. and John M. Piecuch. (12)

10.9	Amendment to the MMI Products, Inc. Pension Plan. (6)

10.10	Amendment No. 4 to the MMI Products, Inc. Pension Plan. (5)

10.11	The MMI Products, Inc. 401(k) Savings Plan, as amended. (1)

10.12	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and Julius S. Burns. (9)

10.13	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and Carl L. Blonkvist. (9)

10.14	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and Thomas F. McWilliams. (9)

10.15	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and James M. McCall. (9)

10.16	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and Davy J. Wilkes. (9)

10.17	Amended and Restated Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company and Robert N. Tenczar. (9)

10.18	Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company, and Stuyvesant P. Comfort. (9)

10.19	Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company, and Gary A. Konke. (9)

10.20	Indemnification Agreement dated as of March 31, 2001 among MMI Products, Inc., Merchants Metals Holding Company, and Ronald R. Ross. (9)

10.21	Indemnification Agreement dated as of December 17, 2001 among MMI Products, Inc., Merchants Metals Holding Company, and John M. Piecuch. (3)

10.22	Purchase Agreement dated as of April 11, 1997 between MMI Products, Inc. and Bear, Stearns & Co. Inc. (1)

10.23	Purchase Agreement dated as of June 28, 2001 between MMI Products, Inc. and Bear, Stearns & Co. Inc. (10)

10.24	Stock Repurchase Agreement dated as of November 12, 1999 between Merchants Metals Holding Company and Julius S. Burns. (6)

10.25	Amendment No. 1 to Stock Repurchase Agreement (November 12, 1999) dated as of January 1, 2001 between Merchants Metals Holding Company and Julius S. Burns. (7)

10.26	Stock Repurchase Agreement dated as of November 12, 1999 between Merchants Metals Holding Company and Robert N. Tenczar. (6)

10.27	Stock Repurchase Agreement dated as of November 12, 1999 between Merchants Metals Holding Company and James M. McCall. (6)

10.28	Stock Repurchase Agreement dated as of November 12, 1999 between Merchants Metals Holding Company and Davy J. Wilkes. (6)

10.29	Stock Repurchase Agreement dated as of November 12, 1999 between Merchants Metals Holding Company and Carl L. Blonkvist. (6)

10.30	Stock Repurchase Agreement dated as of April 28, 2000 between Merchants Metals Holding Company and Julius S. Burns. (7)

10.32	Amendment No. 1 to Stock Repurchase Agreement (April 28, 2000) dated as of January 1, 2001 between Merchants Metals Holding Company and Julius S. Burns. (7)

10.33	Stock Repurchase Agreement dated as of April 28, 2000 between Merchants Metals Holding Company and James M. McCall. (7)

10.34	Stock Repurchase Agreement dated as of April 28, 2000 between Merchants Metals Holding Company and Robert N. Tenczar. (7)

10.35	Stock Purchase Agreement by and among Security Fence Supply Co., Inc., Henry F. Long, Jr. and Henry F. Long, III, dated as of October 6, 1998. (7)

10.36	Asset Purchase Agreement by and between MMI Products, Inc. and National Wholesale Fence, dated as of June 7, 1999. (6)

10.37	Stock Purchase Agreement among MMI Products, Inc., Hallett Wire Products Co., J. Wells McGiffert and other sellers signatory thereto. (8)

10.38	Purchase Agreement dated as of February 9, 1999 among MMI Products, Inc. and Bear, Stearns & Co. Inc. (5)

10.39	Stock Purchase Agreement by and between MMI Products, Inc., Structural Reinforcement Products, Inc., and Quilni BV, dated as of December 27, 2002. (3)

10.40	Separation Agreement dated as of April 16, 2001 between Ronald R. Ross and MMI Products, Inc. (2)

21	Subsidiaries (3)

24	Power of Attorney. (3)

31.1	Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 (3)

31.2	Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 (3)

32.1	Certification of John M. Piecuch, President and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002. (3)

32.2	Certification of Robert N. Tenczar, Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)

99.1	Code of Ethics (3)

_________________

1. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Registration Statement on Form S-4 (Registration No. 333-29141)
2. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Registration Statement on Form S-4 (Registration No. 333-68254)
3. Filed herewith.
4. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Form 10-K for 1997.
5. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Form 10-K for 1998.
6. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Form 10-K for 1999.
7. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Form 10-K for 2000.
8. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Form 10-K for 2001.
9. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Form 10-Q for the quarter ended March 31, 2001.
10. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Form 10-Q for the quarter ended June 30, 2001.
11. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Form 10-Q for the quarter ended September 29, 2001.
12. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Form 10-Q for the quarter ended June 29, 2002.
13. Incorporated by reference to the Exhibits filed with MMI Products, Inc.'s Form 10-K for 2002.