##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Metalico, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    001-32453
    
    52-2169780(State or other jurisdiction of 
incorporation or organization)
    
    (Commission file number)
    
    (I.R.S. Employer Identification No.)
 186 North Avenue East 
Cranford, NJ(Address of Principal Executive Offices)
    
    07016(Zip code)
    
    (908) 497-9610(Registrants Telephone Number)
 þ o
  Large Accelerated filer o
    
    Accelerated filer þ
    

Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
  o o




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##### 



METALICO, INC.
Form 10-Q Quarterly Report
Table of Contents
 PART 1Item 1. Financial Statements.
    
    Page 2Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
    
    Page 14Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    
    Page 22Item 4. Controls and Procedures.
    
    Page 23PART IIItem 1. Legal Proceedings.
    
    Page 24Item 1A. Risk Factors.
    
    Page 24Item 6. Exhibits.
    
    Page 24EX-31.1EX-31.2EX-32.1EX-32.2
  1




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Unaudited Condensed Consolidated Financial Statements
 METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2010 and December 31, 2009
 March 31,
    
    
    December 31,2010
    
    
    2009(unaudited)
    
    
    (Note 1)($ thousands)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    5,508
    
    
    $
    4,938Trade receivables, less allowance for doubtful accounts 2010 $1,302; 2009 $1,187
    
    
    57,305
    
    
    
    30,977Inventories
    
    
    51,346
    
    
    
    52,614Prepaid expenses and other
    
    
    5,851
    
    
    
    4,333Income taxes receivable
    
    
    3,453
    
    
    
    7,105Deferred income taxes
    
    
    2,748
    
    
    
    2,753Total current assets
    
    
    126,211
    
    
    
    102,720Property and Equipment, net
    
    
    73,524
    
    
    
    75,253Goodwill
    
    
    69,301
    
    
    
    69,301Other Intangibles, net
    
    
    40,894
    
    
    
    41,602Other Assets, net
    
    
    6,803
    
    
    
    7,825$
    316,733
    
    
    $
    296,701LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesShort-term debt
    
    $
    6,708
    
    
    $
    Current maturities of other long-term debt
    
    
    4,343
    
    
    
    8,515Accounts payable
    
    
    17,516
    
    
    
    12,526Accrued expenses and other current liabilities
    
    
    7,537
    
    
    
    7,513Income taxes payable
    
    
    808
    
    
    
    808Total current liabilities
    
    
    36,912
    
    
    
    29,362Long-Term LiabilitiesSenior unsecured convertible notes payable
    
    
    80,391
    
    
    
    80,374Other long-term debt, less current maturities
    
    
    35,662
    
    
    
    27,904Deferred income taxes
    
    
    3,285
    
    
    
    3,285Accrued expenses and other
    
    
    5,587
    
    
    
    5,519Total long-term liabilities
    
    
    124,925
    
    
    
    117,082Total liabilities
    
    
    161,837
    
    
    
    146,444Stockholders EquityCapital StockCommon, par value $0.001, authorized 100,000,000; issued and outstanding
46,440,432 March 31, 2010 and 46,425,224 December 31, 2009, respectively
    
    
    46
    
    
    
    46Additional paid-in capital
    
    
    172,645
    
    
    
    171,892Accumulated deficit
    
    
    (17,458
    )
    
    
    (20,972
    )Accumulated other comprehensive loss
    
    
    (337
    )
    
    
    (709
    )154,896
    
    
    
    150,257$
    316,733
    
    
    $
    296,701
  2




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##### Table of Contents



METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2010 and 2009
 2010
    
    
    2009(Unaudited)($ thousands, except share data)Revenue
    
    $
    134,079
    
    
    $
    53,284Costs and expensesOperating expenses
    
    
    109,893
    
    
    
    43,473Selling, general, and administrative expenses
    
    
    7,181
    
    
    
    6,309Depreciation and amortization
    
    
    3,400
    
    
    
    3,287120,474
    
    
    
    53,069Operating income
    
    
    13,605
    
    
    
    215Financial and other income (expense)Interest expense
    
    
    (2,948
    )
    
    
    (4,403
    )Accelerated amortization and other costs related to refinance of senior debt
    
    
    (3,046
    )
    
    
    (254
    )Financial instruments fair value adjustment
    
    
    (948
    )
    
    
    (530
    )Equity in loss of unconsolidated investee
    
    
    
    
    
    
    (446
    )Other
    
    
    (90
    )
    
    
    153(7,032
    )
    
    
    (5,480
    )Income (loss) from continuing operations before income taxes
    
    
    6,573
    
    
    
    (5,265
    )Provision (benefit) for federal and state income taxes
    
    
    3,054
    
    
    
    (1,556
    )Income (loss) from continuing operations
    
    
    3,519
    
    
    
    (3,709
    )Discontinued operations, net of income taxes
    
    
    (5
    )
    
    
    158Net income (loss)
    
    $
    3,514
    
    
    $
    (3,551
    )Earnings (loss) per common share:Basic:Income (loss) from continuing operations
    
    $
    0.08
    
    
    $
    (0.10
    )Discontinued operations, net
    
    
    
    
    
    
    Net income (loss)
    
    $
    0.08
    
    
    $
    (0.10
    )Diluted:Income (loss) from continuing operations
    
    $
    0.08
    
    
    $
    (0.10
    )Discontinued operations, net
    
    
    
    
    
    
    Net income (loss)
    
    $
    0.08
    
    
    $
    (0.10
    )Weighted Average Common Shares Outstanding:Basic
    
    
    46,428,260
    
    
    
    36,427,913Diluted
    
    
    46,439,400
    
    
    
    36,427,913
  3




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##### Table of Contents



METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2010 and 2009
 2010
    
    
    2009(Unaudited)($ thousands)Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    3,514
    
    
    $
    (3,551
    )Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    3,614
    
    
    
    3,644Deferred income taxes
    
    
    3,048
    
    
    
    Provision for doubtful accounts receivable
    
    
    267
    
    
    
    (3
    )Provision for loss on vendor advances
    
    
    
    
    
    
    21Compensation expense on restricted stock, stock options and warrants issued
    
    
    692
    
    
    
    599Deferred financing costs expensed
    
    
    2,107
    
    
    
    253Net gain on sale and disposal of property and equipment
    
    
    (5
    )
    
    
    Financial instruments fair value adjustment
    
    
    948
    
    
    
    530Equity in loss of unconsolidated investee
    
    
    
    
    
    
    446Change in assets and liabilities:( Increase) decrease in:Trade receivables
    
    
    (26,595
    )
    
    
    (687
    )Inventories
    
    
    1,268
    
    
    
    3,736Prepaid expenses and other
    
    
    (1,057
    )
    
    
    3,314Increase (decrease) in:Accounts payable, accrued expenses, and income taxes payable
    
    
    4,732
    
    
    
    (7,956
    )Net cash provided by (used in) operating activities
    
    
    (7,467
    )
    
    
    346Cash Flows from Investing ActivitiesProceeds from sale of property and equipment
    
    
    11
    
    
    
    6Purchase of property and equipment
    
    
    (1,052
    )
    
    
    (633
    )Increase in other assets
    
    
    (8
    )
    
    
    (244
    )Net cash used in investing activities
    
    
    (1,049
    )
    
    
    (871
    )Cash Flows from Financing ActivitiesNet borrowings under revolving lines-of-credit
    
    
    2,911
    
    
    
    1,430Proceeds from other borrowings
    
    
    8,093
    
    
    
    Principal payments on other borrowings
    
    
    (710
    )
    
    
    (16,686
    )Debt issue costs
    
    
    (1,269
    )
    
    
    (984
    )Proceeds from issuance of common stock on exercised warrants and options
    
    
    61
    
    
    
    Net cash provided by (used in) financing activities
    
    
    9,086
    
    
    
    (16,240
    )Net increase (decrease) in cash and cash equivalents
    
    
    570
    
    
    
    (16,765
    )Cash and cash equivalents:Beginning
    
    
    4,938
    
    
    
    62,933Ending
    
    $
    5,508
    
    
    $
    46,168Supplemental Cash Flow Information:Non-cash
Financing ActivitiesRepayment of debt with new borrowings
    
    $
    44,109
    
    
    $
    
  4




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METALICO, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ thousands, except share data)
(Unaudited)
 Note 1  General
 Business
  Basis of Presentation
    Recent Accounting Pronouncements
  5




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Note 2  Business Acquisitions
 Business acquisition (scrap metal recycling segment):
 Note 3  Major Customer
  Net Revenues from Customer as apercentage of Total Revenues
    
    Trade Receivable Balance as ofThree Months Ended
    
    Three Months Ended
    
    March 31,
    
    December 31,March 31, 2010
    
    March 31, 2009
    
    2010
    
    2009Customer A
    
    13%
    
    10%
    
    $3,451
    
    $5,123
 Note 4  Inventories
  March 31,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    3,342
    
    
    $
    4,403Finished goods
    
    
    6,094
    
    
    
    6,935Work-in-process
    
    
    1,308
    
    
    
    1,894Ferrous scrap metal
    
    
    15,600
    
    
    
    15,655Non-ferrous scrap metal
    
    
    25,002
    
    
    
    23,727$
    51,346
    
    
    $
    52,614
 Note 5  Accrued Expenses and Other Liabilities
  March 31, 2010
    
    
    December 31, 2009Long-
    
    
    
    
    
    
    
    
    
    
    Long-Current
    
    
    Term
    
    
    Total
    
    
    Current
    
    
    Term
        
    TotalEnvironmental remediation costs
    
    $
    254
    
    
    $
    1,350
    
    
    $
    1,604
    
    
    $
    662
    
    
    $
    1,350
    
    
    $
    2,012Payroll and employee benefits
    
    
    3,431
    
    
    
    
    
    
    
    3,431
    
    
    
    2,232
    
    
    
    
    
    
    
    2,232Interest, bank fees and interest rate swap (See Note 7)
    
    
    1,204
    
    
    
    
    
    
    
    1,204
    
    
    
    1,401
    
    
    
    880
    
    
    
    2,281Obligations under make-whole agreements (see Note 15)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,204
    
    
    
    
    
    
    
    1,204Obligations under earnout agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    133
    
    
    
    
    
    
    
    133Put warrant liability
    
    
    
    
    
    
    4,237
    
    
    
    4,237
    
    
    
    
    
    
    
    3,289
    
    
    
    3,289Other
    
    
    2,648
    
    
    
    
    
    
    
    2,648
    
    
    
    1,881
    
    
    
    
    
    
    
    1,881$
    7,537
    
    
    $
    5,587
    
    
    $
    13,124
    
    
    $
    7,513
    
    
    $
    5,519
    
    
    $
    13,032
 6




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Note 6  Stock Options and Stock Based Compensation
   Note 7  Short and Long-Term Debt
     Covenant
    
    $
    3,237Actual
    
    $
    17,602
  Covenant
    
    $
    6,500Actual
    
    $
    1,052
 7




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Periods Ending March 31:
    
    Amount2011
    
    $
    11,0512012
    
    
    3,7962013
    
    
    30,1292014
    
    
    3122015
    
    
    286Thereafter
    
    
    81,530$
    127,104
 Note 8  Stockholders Equity
  Common
    
    
    Additional
    
    
    
    
    
    
    Other Comprehensive
    
    
    Total StockholdersStock
    
    
    Paid-in Capital
    
    
    Accumulated Deficit
    
    
    Loss
    
    
    EquityBalance December 31, 2009
    
    $
    46
    
    
    $
    171,892
    
    
    $
    (20,972
    )
    
    $
    (709
    )
    
    $
    150,257Net Income
    
    
    
    
    
    
    
    
    
    
    3,514
    
    
    
    
    
    
    
    3,514Issuance of 15,333 shares of common stock
in exchange for options exercised
    
    
    
    
    
    
    61
    
    
    
    
    
    
    
    
    
    
    
    61Stock-based compensation expense
    
    
    
    
    
    
    692
    
    
    
    
    
    
    
    
    
    
    
    692Termination of interest rate swap contract
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    372
    
    
    
    372Balance March 31, 2010
    
    $
    46
    
    
    $
    172,645
    
    
    $
    (17,458
    )
    
    $
    (337
    )
    
    $
    154,896
 8




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Note 9  Earnings Per Share
  Three Months Ended March 31, 2010Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountBasic and Diluted EPSIncome from continuing operations
    
    $
    3,519
    
    
    
    46,428,260
    
    
    $
    0.08Effect of Dilutive SecuritiesOptions and rights
    
    
    
    
    
    
    11,140Diluted EPSIncome from continuing
operations plus assumed
conversions
    
    $
    3,519
    
    
    
    46,439,400
    
    
    $
    0.08
 Three Months Ended March 31, 2009Loss
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountBasic EPSLoss from continuing operations
    
    $
    (3,709
    )
    
    
    36,427,913
    
    
    $
    (0.10
    )
   Note 10  Commitments and Contingencies
 Environmental Remediation Matters
  9




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Other Matters
   10




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Note 11  Segment Reporting
  Scrap Metal
    
    
    Lead
    
    
    CorporateRecycling
    
    
    Fabrication
    
    
    and Other
    
    
    ConsolidatedMarch 31, 2010Revenues from external customers
    
    $
    119,884
    
    
    $
    14,195
    
    
    $
    
    
    
    $
    134,079Operating income (loss)
    
    
    13,927
    
    
    
    (91
    )
    
    
    (231
    )
    
    
    13,605Total assets
    
    
    263,848
    
    
    
    38,462
    
    
    
    14,423
    
    
    
    316,733
 March 31, 2009Revenues from external customers
    
    $
    38,585
    
    
    $
    14,699
    
    
    $
    
    
    
    $
    53,284Operating income (loss)
    
    
    (854
    )
    
    
    239
    
    
    
    830
    
    
    
    215Total assets
    
    
    206,367
    
    
    
    36,635
    
    
    
    71,806
    
    
    
    314,808
 Note 12  Income Taxes
  Note 13  Discontinued Operations
   Note 14  Financial Instruments Liabilities
    11




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Note 15  Fair Value Disclosure
   Cash and cash equivalents, trade receivables, accounts payable and accrued liabilities:
 Notes payable and long-term debt:
 Interest Rate Swap and obligations under purchase contracts:
 Put Warrants:
 Obligations under make-whole agreements:
   12




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
    
    Level 1  Unadjusted quoted prices
in active markets that are accessible at
the measurement date for identical,
unrestricted assets.
    
    Level 2  Significant other
observable inputs other than Level 1
prices such as quoted prices in markets
that are not active, quoted prices for
similar assets, or other inputs that are
observable, either directly or
indirectly, for substantially the full
term of the asset.
    
    Level 3  Prices or valuation
techniques that require inputs that are
both significant to the fair value
measurement and unobservable (i.e.,
supported by little or no market
activity).
  March 31, 2010Liabilities
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalPut warrants
    
    
    
    
    
    
    
    
    
    $
    4,237
    
    
    $
    4,237
 December 31, 2009Liabilities
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalPut warrants
    
    
    
    
    
    
    
    
    
    $
    3,289
    
    
    $
    3,289Obligations under make-whole agreements
    
    $
    1,204
    
    
    
    
    
    
    $
    
    
    
    $
    1,204Interest rate swaps
    
    
    
    
    
    $
    880
    
    
    
    
    
    
    $
    880
  Put Warrants:
 Obligations under make-whole agreements:
 Interest Rate Swaps:
  Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)Put WarrantsBeginning balance
    
    $
    3,289Purchases, issuances, and settlements
    
    
    Total (gains) or losses (realized/unrealized)Included in earnings
    
    
    948Included in other comprehensive income
    
    
    Payments, conversions, redemptions and additional issued shares
    
    
    Ending balance
    
    $
    4,237The amount of loss for the period included in earnings
attributable to the change in unrealized gains or
losses relating to assets still held at the reporting
date
    
    $
    948
 13




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This Form 10-Q includes certain statements that may be deemed to be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements
in this Form 10-Q which address activities, events or developments that Metalico, Inc. (herein,
Metalico, the Company, we, us, our or other similar terms) expects or anticipates will or
may occur in the future, including such things as future acquisitions (including the amount and
nature thereof), business strategy, expansion and growth of our business and operations, general
economic and market conditions and other such matters are forward-looking statements. Although we
believe the expectations expressed in such forward-looking statements are based on reasonable
assumptions within the bounds of our knowledge of our business, a number of factors could cause
actual results to differ materially from those expressed in any forward-looking statements. These
and other risks, uncertainties and other factors are discussed under Risk Factors appearing in
our Annual Report on Form 10-K for the year ended December 31, 2009, as the same may be amended
from time to time.
 
 tem 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion should be read in conjunction with the unaudited condensed
consolidated financial statements and notes thereto included under Item 1 of this Report. In
addition, reference should be made to the audited consolidated financial statements and notes
thereto and related Managements Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on Form 10-K for the year ended December 31, 2009 (Annual
Report). Amounts reported in the following discussions are not reported in thousands unless
otherwise specified.
 General
  Overview of Quarterly Results
   
    
    Sales increased to $134.1 million, compared to $53.3 million.
    
    Operating income was $13.6 million, compared to operating income of $215,000.
    
    Net income of $3.5 million, compared to a net loss of $3.6 million.
    
    Net income of $0.08 per diluted share, compared to a net loss of $0.10 per share.
  Critical Accounting Policies and Use of Estimates
  14




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Revenue Recognition
  Accounts Receivable and Allowance for Uncollectible Accounts Receivable
   Derivatives and Hedging
   Goodwill
   15




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Valuation of Intangible and other Long-lived Assets
   Stock-based Compensation
  16




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Income taxes
  RESULTS OF OPERATIONS
   RevenuesThree Months Ended
    
    
    Three Months EndedMarch 31, 2010
    
    
    March 31, 2009($ and weights in thousands)Net
    
    
    
    
    
    
    
    
    
    
    NetWeight
    
    
    Sales
    
    
    %
    
    
    Weight
    
    
    Sales
    
    
    %Scrap Metal RecyclingFerrous metals (weight in tons)
    
    
    127.1
    
    
    $
    45,429
    
    
    
    33.9
    
    
    
    67.0
    
    
    $
    16,880
    
    
    
    31.7Non-ferrous metals (weight in lbs.)
    
    
    36,013
    
    
    
    37,920
    
    
    
    28.3
    
    
    
    20,644
    
    
    
    14,119
    
    
    
    26.5Platinum group metals (weight in
troy oz.)
    
    
    35.7
    
    
    
    36,535
    
    
    
    27.2
    
    
    
    11.8
    
    
    
    7,586
    
    
    
    14.2Total Scrap Metal Recycling
    
    
    
    
    
    
    119,884
    
    
    
    89.4
    
    
    
    
    
    
    
    38,585
    
    
    
    72.4Lead Fabrication (lbs.)
    
    
    9,752
    
    
    
    14,195
    
    
    
    10.6
    
    
    
    15,521
    
    
    
    14,699
    
    
    
    27.6Total Revenue
    
    
    
    
    
    $
    134,079
    
    
    
    100.0
    
    
    
    
    
    
    $
    53,284
    
    
    
    100.0
  Quarter ending June 30, 2009
    
    
    14.7Quarter ending September 30, 2009
    
    
    23.9Quarter ending December 31, 2009
    
    
    36.2
  AverageAverage
    
    Average
    
    PGM
    
    AverageFerrous
    
    Non-Ferrous
    
    Price per troy
    
    LeadFor the quarter ending:
    
    Price per ton
    
    Price per lb.
    
    oz.(1)
    
    Price per lb.March 31, 2010
    
    $
    357
    
    
    $
    1.05
    
    
    $
    966
    
    
    $
    1.46December 31, 2009
    
    $
    292
    
    
    $
    0.92
    
    
    $
    801
    
    
    $
    1.39September 30, 2009
    
    $
    269
    
    
    $
    0.98
    
    
    $
    707
    
    
    $
    1.17June 30, 2009
    
    $
    205
    
    
    $
    0.83
    
    
    $
    661
    
    
    $
    0.94March 31, 2009
    
    $
    252
    
    
    $
    0.68
    
    
    $
    571
    
    
    $
    0.95
 
 (1)
    
    Average PGM prices are comprised of combined troy ounces of Platinum, Palladium and
Rhodium. Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
  17




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##### Table of Contents



Scrap Metal Recycling
 Ferrous Sales
  Non-Ferrous Sales
  Platinum Group Metals
  Lead Fabrication
  Operating Expenses
  Selling, General, and Administrative
  18




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##### Table of Contents



Depreciation and Amortization
  Operating Income
  Financial and Other Income/(Expense)
       19




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##### Table of Contents



Income Taxes
  Discontinued Operations
   LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows
   20




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##### Table of Contents



21




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##### Table of Contents



Future Capital Requirements
     Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest rate risk
  22




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##### Table of Contents



Commodity price risk
  Foreign currency risk
  Common stock market price risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
 (a) Evaluation of disclosure controls and procedures.
   23




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##### Table of Contents



(b) Changes in internal controls over financial reporting.
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 6. Exhibits
  31.1
    
    Certification of Chief Executive Officer of Metalico, Inc. pursuant
to Rule 13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended31.2
    
    Certification of Chief Financial Officer of Metalico, Inc. pursuant
to Rule 13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended32.1
    
    Certification of Chief Executive Officer of Metalico, Inc. pursuant
to Rule 13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the
United States Code32.2
    
    Certification of Chief Financial Officer of Metalico, Inc. pursuant
to Rule 13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the
United States Code
 24




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##### Table of Contents



SIGNATURES
  METALICO, INC.
(Registrant)Date:  May 6, 2010
    By:
    /s/ CARLOS E. AGÜEROCarlos E. AgüeroChairman, President and Chief
Executive OfficerDate:  May 6, 2010
    By:
    /s/ ERIC W. FINLAYSONEric W. FinlaysonSenior Vice President and Chief
Financial Officer (Principal Financial  Officer
and Principal Accounting Officer) 25