##### 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 June 30, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 Metalico, Inc.
 
  Delaware
    
    001-32453
    
    52-2169780(State or other
    
    (Commission file number)
    
    (I.R.S. Employer Identification No.)jurisdiction ofincorporation ororganization)186 North Avenue EastCranford, NJ
    
    07016
    
    (908) 497-9610(Address of Principal
    
    (Zip Code)
    
    (Registrants Telephone Number)Executive Offices)
 þ  ̈
  ̈  ̈ þ
  ̈ þ




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##### Table of Contents



METALICO, INC.
Form 10-Q Quarterly Report
Table of Contents
  
 PART IItem 1.
    
    Unaudited Condensed Consolidated Financial Statements.
    
    Page 2Item 2.
    
    Managements
Discussion and Analysis of Financial Condition and Results of Operations.
    
    Page 13Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
    
    Page 19Item 4.
    
    Controls and Procedures.
    
    Page 20PART IIItem 1.
    
    Legal Proceedings.
    
    Page 20Item 1A.
    
    Risk Factors.
    
    Page 20Item 4
    
    Submission of
Matters to a Vote of Security Holders.
    
    Page 20Item 6.
    
    Exhibits.
    
    Page 21Form of Employee Incentive Stock Option AgreementCertification of Chief Executive OfficerCertification of Chief Financial OfficerSection 1350 Certification of Chief Executive OfficerSection 1350 Certification of Chief Financial Officer




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PART I. FINANCIAL INFORMATION
 
 Item 1.
Unaudited Condensed Consolidated Financial Statements.
 METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2006 and December 31, 2005
 June 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)($ thousands)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    1,743
    
    
    $
    1,857Trade receivables, net
    
    
    25,056
    
    
    
    19,616Inventories
    
    
    18,920
    
    
    
    16,273Prepaid expenses and other
    
    
    1,482
    
    
    
    1,108Deferred income taxes
    
    
    377
    
    
    
    358Total Current Assets
    
    
    47,578
    
    
    
    39,212Property and Equipment, net
    
    
    26,787
    
    
    
    28,178Goodwill
    
    
    29,067
    
    
    
    29,067Other Intangibles and Other Assets, net
    
    
    4,154
    
    
    
    4,157Property Actively Marketed for Sale, net
    
    
    136
    
    
    
    823Total Assets
    
    $
    107,722
    
    
    $
    101,437LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesShort-term debt due related parties
    
    $
    750
    
    
    $
    1,600Other short-term debt
    
    
    2,513
    
    
    
    2,854Current maturities of long-term debt due related parties
    
    
    1,027
    
    
    
    1,013Current maturities of other long-term debt
    
    
    4,871
    
    
    
    5,559Accounts payable
    
    
    9,923
    
    
    
    7,847Accrued expenses
    
    
    3,588
    
    
    
    4,308Income taxes payable
    
    
    698
    
    
    
    Total Current Liabilities
    
    
    23,370
    
    
    
    23,181Long-Term LiabilitiesLong-term debt, less current maturities
    
    
    16,497
    
    
    
    18,292Accrued and other
    
    
    869
    
    
    
    1,662Deferred income taxes
    
    
    3,637
    
    
    
    2,291Total Long-Term Liabilities
    
    
    21,003
    
    
    
    22,245Total Liabilities
    
    
    44,373
    
    
    
    45,426Redeemable Common Stock
    
    
    
    
    
    
    1,000Stockholders EquityCapital StockPreferred
    
    
    37,636
    
    
    
    39,132Common
    
    
    9
    
    
    
    8Additional paid-in capital
    
    
    19,060
    
    
    
    15,371Retained earnings
    
    
    6,996
    
    
    
    1,052Accumulated other comprehensive income (loss)  unrecognized pension costs
    
    
    (352
    )
    
    
    (552
    )63,349
    
    
    
    55,011Total Liabilities and Stockholders Equity
    
    $
    107,722
    
    
    $
    101,437
  2




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METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three and Six Months Ended June 30, 2006 and 2005
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2006
    
    2005
    
    2006
    
    2005(Unaudited)($ thousands, except per share data)Revenue
    
    $
    57,308
    
    
    $
    38,468
    
    
    $
    104,539
    
    
    $
    77,675Costs and expensesOperating expenses
    
    
    46,126
    
    
    
    31,823
    
    
    
    84,463
    
    
    
    63,933Selling, general and administrative expenses
    
    
    3,511
    
    
    
    2,738
    
    
    
    6,544
    
    
    
    5,707Depreciation and amortization
    
    
    988
    
    
    
    987
    
    
    
    1,939
    
    
    
    1,95750,625
    
    
    
    35,548
    
    
    
    92,946
    
    
    
    71,597Operating income
    
    
    6,683
    
    
    
    2,920
    
    
    
    11,593
    
    
    
    6,078Financial
and other income (expense)Interest expense
    
    
    (660
    )
    
    
    (595
    )
    
    
    (1,256
    )
    
    
    (1,464
    )Gain (loss) on sale of property and equipment
    
    
    (2
    )
    
    
    419
    
    
    
    (6
    )
    
    
    419Other
    
    
    (60
    )
    
    
    (6
    )
    
    
    (38
    )
    
    
    8(722
    )
    
    
    (182
    )
    
    
    (1,300
    )
    
    
    (1,037
    )Income from continuing operations
before income taxes
    
    
    5,961
    
    
    
    2,738
    
    
    
    10,293
    
    
    
    5,041Provision for federal and state income taxes
    
    
    2,344
    
    
    
    1,057
    
    
    
    3,900
    
    
    
    1,812Income from continuing operations
    
    
    3,617
    
    
    
    1,681
    
    
    
    6,393
    
    
    
    3,229Discontinued operations, net of income taxesLoss from discontinued operations
    
    
    (1,055
    )
    
    
    (475
    )
    
    
    (1,009
    )
    
    
    (420
    )Gain on sale of discontinued operations
    
    
    560
    
    
    
    
    
    
    
    560
    
    
    
    (495
    )
    
    
    (475
    )
    
    
    (449
    )
    
    
    (420
    )Net income
    
    $
    3,122
    
    
    $
    1,206
    
    
    $
    5,944
    
    
    $
    2,809Earnings (loss) per common share:Basic:Income from continuing operations
    
    $
    0.15
    
    
    $
    0.07
    
    
    $
    0.26
    
    
    $
    0.14Discontinued operations, net
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.02
    )Net income
    
    $
    0.13
    
    
    $
    0.05
    
    
    $
    0.24
    
    
    $
    0.12Diluted:Income from continuing operations
    
    $
    0.14
    
    
    $
    0.07
    
    
    $
    0.25
    
    
    $
    0.14Discontinued operations, net
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.02
    )Net income
    
    $
    0.12
    
    
    $
    0.05
    
    
    $
    0.23
    
    
    $
    0.12Weighted Average Common Shares Outstanding:Basic
    
    
    24,700,103
    
    
    
    24,454,282
    
    
    
    24,592,342
    
    
    
    23,783,523Diluted
    
    
    26,032,726
    
    
    
    26,105,108
    
    
    
    26,002,752
    
    
    
    24,006,164
  3




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METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six month endedJune 30,
    
    
    June 30,2006
    
    
    2005(Unaudited)($ thousands)Cash Flows from Operating ActivitiesNet income
    
    $
    5,944
    
    
    $
    2,809Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    2,219
    
    
    
    2,222Amortization of notes payable discounts
    
    
    34
    
    
    
    299Deferred income taxes
    
    
    1,527
    
    
    
    1,295Provision for doubtful accounts receivable
    
    
    140
    
    
    
    20(Gain) Loss on sale of property and equipment
    
    
    6
    
    
    
    (419
    )(Gain) on sale of discontinued operations
    
    
    (903
    )
    
    
    Stock options and warrants issued
    
    
    174
    
    
    
    32Impairment loss
    
    
    823
    
    
    
    Change in assets and liabilities, net of acquisitions:(Increase) decrease in:Trade receivables
    
    
    (5,580
    )
    
    
    (144
    )Inventories
    
    
    (4,837
    )
    
    
    1,340Prepaid expenses and other
    
    
    (544
    )
    
    
    (218
    )Increase (decrease) in:Accounts payable, accrued expenses, and income taxes payable
    
    
    2,672
    
    
    
    (1,307
    )Net cash provided by operating activities
    
    
    1,675
    
    
    
    5,929Cash Flows from Investing ActivitiesProceeds from sale of discontinued operations
    
    
    5,968
    
    
    
    Proceeds from sale of property and equipment
    
    
    19
    
    
    
    2,002Purchase of property and equipment
    
    
    (4,973
    )
    
    
    (5,218
    )Increase in other assets
    
    
    (241
    )
    
    
    (169
    )Cash paid for business acquisitions
    
    
    
    
    
    
    (48
    )Net cash provided by (used in) in investing activities
    
    
    773
    
    
    
    (3,433
    )Cash Flows from Financing ActivitiesNet borrowings (payments) under revolving lines-of-credit
    
    
    (1,705
    )
    
    
    (1,844
    )Proceeds from other borrowings
    
    
    2,893
    
    
    
    2,951Principal payments on other borrowings
    
    
    (3,750
    )
    
    
    (3,469
    )Redemption of redeemable common stock
    
    
    
    
    
    
    (100
    )Net cash used in financing activities
    
    
    (2,562
    )
    
    
    (2,462
    )Net (decrease) increase in cash and cash equivalents
    
    
    (114
    )
    
    
    34Cash and cash equivalents:Beginning
    
    
    1,857
    
    
    
    734Ending
    
    $
    1,743
    
    
    $
    768
  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
   Note 2  Inventories
  June 30,
    
    
    December 31,2006
    
    
    2005Raw materials
    
    $
    7,181
    
    
    $
    5,713Finished goods and work in progress
    
    
    3,203
    
    
    
    3,655Ferrous scrap metal
    
    
    2,853
    
    
    
    2,498Non-ferrous scrap metal
    
    
    5,683
    
    
    
    4,407$
    18,920
    
    
    $
    16,273
 Note 3  Short and Long-Term Debt
  5




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Note 4  Capital Stock
  Note 5  Stock Options and Stock Based Compensation
    6




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Long-Term Incentive Plans
 WeightedAverageExerciseShares
    
    
    PriceOutstanding at December 31, 2005
    
    
    872,275
    
    
    $
    2.87Granted
    
    
    30,000
    
    
    
    4.75Exercised
    
    
    
    
    
    
    Forfeited or Expired
    
    
    (26,900
    )
    
    
    2.62Outstanding at June 30, 2006 (a)
    
    
    875,375
    
    
    
    2.95Exercisable at June 30, 2006 (a)
    
    
    476,889
      7




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Three Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2005
    
    
    June 30, 2005Net incomeAs reported
    
    $
    1,206
    
    
    $
    2,809Pro forma
    
    $
    1,172
    
    
    $
    2,763Earnings per share on income from continuing operationsAs reportedBasic
    
    $
    0.07
    
    
    $
    0.14Diluted
    
    $
    0.07
    
    
    $
    0.14ProformaBasic
    
    $
    0.07
    
    
    $
    0.14Diluted
    
    $
    0.07
    
    
    $
    0.14
 Note 6  Earnings Per Share
  Three Months Ended June 30, 2006
    
    
    Three Months Ended June 30, 2005Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    AmountBasic EPSIncome from continuing
operations available to common
stockholders
    
    $
    3,617
    
    
    
    24,700,103
    
    
    $
    0.15
    
    
    
    1,681
    
    
    
    24,454,282
    
    
    $
    0.07Effect of Dilutive SecuritiesCommon stock warrants
    
    
    
    
    
    
    96,096
    
    
    
    
    
    
    
    
    
    
    
    99,128Options and rights
    
    
    
    
    
    
    92,516
    
    
    
    
    
    
    
    
    
    
    
    190,967Convertible notes
    
    
    48
    
    
    
    1,144,011
    
    
    
    
    
    
    
    64
    
    
    
    1,360,731Diluted EPSIncome from continuing
operations available to common
stockholders plus assumed
conversions
    
    $
    3,665
    
    
    
    26,032,726
    
    
    $
    0.14
    
    
    $
    1,745
    
    
    
    26,105,108
    
    
    $
    0.07
 Six Months Ended June 30, 2006
    
    
    Six Months Ended June 30, 2005Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    AmountBasic EPSIncome from continuing
operations available to common
stockholders
    
    
    6,393
    
    
    
    24,592,342
    
    
    $
    0.26
    
    
    $
    3,229
    
    
    
    23,783,523
    
    
    $
    0.14Effect of Dilutive SecuritiesCommon stock warrants
    
    
    
    
    
    
    94,203
    
    
    
    
    
    
    
    
    
    
    
    90,000Options and rights
    
    
    
    
    
    
    64,435
    
    
    
    
    
    
    
    
    
    
    
    132,641Convertible notes
    
    
    109
    
    
    
    1,251,772
    
    
    
    
    
    
    
    
    
    
    
    Diluted EPSIncome from continuing
operations available to common
stockholders plus assumed
conversions
    
    $
    6,502
    
    
    
    26,002,752
    
    
    $
    0.25
    
    
    $
    3,229
    
    
    
    24,006,164
    
    
    $
    0.14
 8




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Note 7  Commitments and Contingencies
 Environmental Remediation Matters
       9




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Other Matters
  Note 8  Segment Reporting
  Scrap Metal
    
    
    
    
    
    
    
    
    
    
    CorporateRecycling
    
    
    
    
    
    
    Lead Fabrication
    
    
    and Other
    
    
    
    ConsolidatedThree months ended June 30, 2006Revenues from external customers
    
    $
    35,653
    
    
    
    
    
    
    $
    21,655
    
    
    $
    
    
    
    $
    57,308Operating income (loss)
    
    
    5,311
    
    
    
    
    
    
    
    2,884
    
    
    
    (1,512
    )
    
    
    6,683Three months ended June
30, 2005Revenues from external customers
    
    $
    22,321
    
    
    
    
    
    
    $
    16,147
    
    
    $
    
    
    
    $
    38,468Operating income (loss)
    
    
    2,186
    
    
    
    
    
    
    
    1,753
    
    
    
    (1,019
    )
    
    
    2,920Six months ended June 30, 2006Revenues from external customers
    
    $
    63,141
    
    
    
    
    
    
    $
    41,398
    
    
    $
    
    
    
    $
    104,539Operating income (loss)
    
    
    9,230
    
    
    
    
    
    
    
    4,878
    
    
    
    (2,515
    )
    
    
    11,593Total assets
    
    
    63,599
    
    
    
    
    
    
    
    42,363
    
    
    
    1,760
    
    
    
    107,722Six months ended
June 30, 2005Revenues from external customers
    
    $
    44,263
    
    
    
    
    
    
    $
    33,412
    
    
    $
    
    
    
    $
    77,675Operating income (loss)
    
    
    4,416
    
    
    
    
    
    
    
    3,534
    
    
    
    (1,872
    )
    
    
    6,078Total assets
    
    
    47,048
    
    
    
    
    
    
    
    44,701
    
    
    
    1,765
    
    
    
    93,514
 10




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Note 9  Discontinued Operations
   Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues
    
    $
    2,361
    
    
    $
    1,876
    
    
    $
    5,837
    
    
    $
    3,521
 The assets and liabilities of the discontinued operations consisted of the following:
    
    December 31,2005Accounts receivable
    
    $
    2,351Inventory
    
    
    2,804Prepaid expenses and other current assets
    
    
    43Property and equipment, net
    
    
    4,401Other assets
    
    
    8Total assets of discontinued operations
    
    $
    9,607Accounts payable
    
    $
    598Accrued payroll and related expenses
    
    
    197Current portion of long-term debt
    
    
    18Current environmental remediation costs
    
    
    768Long-term debt
    
    
    33Long-term environmental remediation costs
    
    
    890Total liabilities of discontinued operations
    
    $
    2,504
  11




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Note 10  Subsequent Events
    12




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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, 2005, as the same may be amended
from time to time.
 Item
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, 2005 (Annual
Report).
 General
   Critical Accounting Policies
   Contingencies
  Valuation of Long-lived Assets and Goodwill
  13




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Revenue Recognition
  Accounts Receivable and Allowance for Uncollectible Accounts Receivable
   Inventory
  RESULTS OF OPERATIONS
   RevenuesThree Months Ended
    
    
    Three Months Ended
    
    
    Six Months Ended
    
    
    Six Months EndedJune 30, 2006
    
    
    June 30, 2005
    
    
    June 30, 2006
    
    
    June 30, 2005($, pounds and tons in thousands)Net
    
    
    
    
    
    
    
    
    
    
    Net
    
    
    
    
    
    
    
    
    
    
    Net
    
    
    
    
    
    
    
    
    
    
    NetWeight
    
    
    Sales
    
    
    %
    
    
    Weight
    
    
    Sales
    
    
    %
    
    
    Weight
    
    
    Sales
    
    
    %
    
    
    Weight
    
    
    Sales
    
    
    %Scrap Metal RecyclingFerrous metals (tons)
    
    
    50.4
    
    
    $
    12,076
    
    
    
    21.1
    
    
    
    43.2
    
    
    $
    7,685
    
    
    
    20.0
    
    
    
    97.6
    
    
    $
    23,496
    
    
    
    22.5
    
    
    
    82.8
    
    
    $
    16,948
    
    
    
    21.8Non-ferrous metals (lbs.)
    
    
    20,105
    
    
    
    23,577
    
    
    
    41.1
    
    
    
    18,652
    
    
    
    14,636
    
    
    
    38.0
    
    
    
    37,931
    
    
    
    39,645
    
    
    
    37.9
    
    
    
    35,111
    
    
    
    27,315
    
    
    
    35.2Total Scrap Metal Recycling
    
    
    
    
    
    
    35,653
    
    
    
    62.2
    
    
    
    
    
    
    
    22,321
    
    
    
    58.0
    
    
    
    
    
    
    
    63,141
    
    
    
    60.4
    
    
    
    
    
    
    
    44,263
    
    
    
    57.0Lead Fabrication (lbs.)
    
    
    22,556
    
    
    
    21,655
    
    
    
    37.8
    
    
    
    18,208
    
    
    
    16,147
    
    
    
    42.0
    
    
    
    43,297
    
    
    
    41,398
    
    
    
    39.6
    
    
    
    37,052
    
    
    
    33,412
    
    
    
    43.0Total Revenue
    
    
    
    
    
    $
    57,308
    
    
    
    100.0
    
    
    
    
    
    
    $
    38,468
    
    
    
    100.0
    
    
    
    
    
    
    $
    104,539
    
    
    
    100.0
    
    
    
    
    
    
    $
    77,675
    
    
    
    100.0
  14




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##### Table of Contents



Average
    
    
    
    Average
    
    
    
    AverageFerrous Price per
    
    
    
    Non-Ferrous Price
    
    
    
    LeadFor the quarter ending:
    
    
    ton
    
    
    
    per lb.
    
    
    
    Price per lb.June 30, 2006
    
    
    $
    240
    
    
    
    $
    1.17
    
    
    
    $
    0.96March 31, 2006
    
    
    $
    236
    
    
    
    $
    0.90
    
    
    
    $
    0.95December 31, 2005
    
    
    $
    214
    
    
    
    $
    0.75
    
    
    
    $
    0.91September 30, 2005
    
    
    $
    196
    
    
    
    $
    0.75
    
    
    
    $
    0.86June 30, 2005
    
    
    $
    178
    
    
    
    $
    0.78
    
    
    
    $
    0.89March 31, 2005
    
    
    $
    234
    
    
    
    $
    0.77
    
    
    
    $
    0.92
 Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005
  Scrap Metal Recycling
 Ferrous Sales
  Non-Ferrous Sales
  Lead Fabrication
  Operating Expenses
  15




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##### Table of Contents



Depreciation and Amortization
  Operating Income
  Financial and Other Income/(Expense)
   Income Taxes
  Discontinued Operations
   Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005
  16




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##### Table of Contents



Scrap Metal Recycling
 Ferrous Sales
  Non-Ferrous Sales
  Lead Fabrication
  Operating Expenses
  Selling, General, and Administrative
  Depreciation and Amortization
  Operating Income
  Financial and Other Income/(Expense)
  17




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##### Table of Contents



Income Taxes
  Discontinued Operations
   LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows
    18




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##### Table of Contents



Future Capital Requirements
  Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
  Interest rate risk
  Commodity price risk
  Foreign currency risk
  19




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation
of Disclosure Controls and Procedures.
 (a) Evaluation of disclosure controls and procedures.
  (b) Changes in internal controls over financial reporting.
  
 PART II. OTHER INFORMATION
 
 Item 1.
Legal Proceedings.
   
 Item 1A.
Risk Factors.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
    20




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##### Table of Contents



FOR
    
    WITHHELD
    
    NON-VOTECarlos E. Agüero
    
    21,647,392
    
    196
    
    0Michael J. Drury
    
    21,647,392
    
    196
    
    0Earl B. Cornette
    
    21,647,392
    
    196
    
    0Bret R. Maxwell
    
    21,647,392
    
    196
    
    0Walter H. Barandiaran
    
    21,647,392
    
    196
    
    0Paul A. Garrett
    
    21,647,392
    
    196
    
    0
  FOR
    
    AGAINST
    
    ABSTAIN
    
    NON-VOTE21,645,648
    
    0
    
    1,940
    
    0
  FOR
    
    AGAINST
    
    ABSTAIN
    
    NON-VOTE20,254,731
    
    5,192
    
    991
    
    0
 
 Item 6. Exhibits.
  10.19
    
    Form of Employee Incentive Stock Option Agreement under Metalico,
Inc. 2006 Long-Term Incentive Plan31.1
    
    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
 21




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##### Table of Contents



SIGNATURES
  METALICO, INC.
(Registrant)Date:  July 26, 2006
    By:
    /s/ CARLOS E. AGÜEROCarlos E. AgüeroChairman, President and Chief
Executive OfficerDate:  July 26, 2006
    By:
    /s/ ERIC W. FINLAYSONEric W. FinlaysonSenior Vice President and Chief
Financial Officer (Principal Financial
Officer and Principal Accounting Officer) 22