##### 



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, 2007
 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
    
    07016
    
    (908) 497-9610(Address of Principal Executive Offices)
    
    (Zip Code)
    
    (Registrants Telephone Number)
 þ o
  o o þ
 o þ




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##### 



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 Operation
    
    Page 14Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    Page 21Item 4.
    
    Controls and Procedures
    
    Page 21PART IIItem 1.
    
    Legal Proceedings
    
    Page 22Item 1A.
    
    Risk Factors
    
    Page 22Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    Page 22Item 6.
    
    Exhibits
    
    Page 23Certification of Chief Executive OfficerCertification of Chief Financial OfficerSection 1350 Certification of Chief Executive OfficerSection 1350 Certification of Chief Financial Officer
 1




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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, 2007 and December 31, 2006
 June 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)($ thousands)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    8,887
    
    
    $
    1,462Trade receivables, net
    
    
    32,511
    
    
    
    19,530Inventories
    
    
    27,040
    
    
    
    20,489Prepaid expenses and other
    
    
    2,902
    
    
    
    1,771Deferred income taxes
    
    
    3,218
    
    
    
    2,715Total Current Assets
    
    
    74,558
    
    
    
    45,967Cash restricted for investment
    
    
    4,905
    
    
    
    8,891Property and Equipment, net
    
    
    33,969
    
    
    
    29,214Goodwill
    
    
    36,551
    
    
    
    29,067Other Intangibles and Other Assets, net
    
    
    10,342
    
    
    
    5,268Total Assets
    
    $
    160,325
    
    
    $
    118,407LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesShort-term debt
    
    $
    198
    
    
    $
    1,897Current maturities of long-term debt
    
    
    5,182
    
    
    
    3,495Accounts payable
    
    
    12,695
    
    
    
    11,156Accrued expenses
    
    
    5,270
    
    
    
    4,117Income taxes payable
    
    
    699
    
    
    
    1,407Total Current Liabilities
    
    
    24,044
    
    
    
    22,072Long-Term LiabilitiesLong-term debt, less current maturities
    
    
    11,491
    
    
    
    13,110Accrued and other
    
    
    1,017
    
    
    
    1,054Deferred income taxes
    
    
    3,500
    
    
    
    3,732Total Long-Term Liabilities
    
    
    16,008
    
    
    
    17,896Total Liabilities
    
    
    40,052
    
    
    
    39,968Minority interest
    
    
    4,617
    
    
    
    4,726Stockholders EquityCapital StockPreferred
    
    
    
    
    
    
    34,064Common
    
    
    31
    
    
    
    12Additional paid-in capital
    
    
    97,658
    
    
    
    28,524Retained earnings
    
    
    18,234
    
    
    
    11,380Accumulated other comprehensive income (loss)  unrecognized pension costs
    
    
    (267
    )
    
    
    (267
    )115,656
    
    
    
    73,713Total Liabilities and Stockholders Equity
    
    $
    160,325
    
    
    $
    118,407
  2




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##### 



METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three and Six Months Ended June 30, 2007 and 2006
 Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(Unaudited)($ thousands, except per share data)Revenue
    
    $
    66,765
    
    
    $
    57,308
    
    
    $
    118,517
    
    
    $
    104,539Costs and expensesOperating expenses
    
    
    54,957
    
    
    
    46,126
    
    
    
    96,719
    
    
    
    84,463Selling, general, and administrative expenses
    
    
    4,202
    
    
    
    3,511
    
    
    
    7,901
    
    
    
    6,544Depreciation and amortization
    
    
    1,179
    
    
    
    988
    
    
    
    2,276
    
    
    
    1,93960,338
    
    
    
    50,625
    
    
    
    106,896
    
    
    
    92,946Operating income
    
    
    6,427
    
    
    
    6,683
    
    
    
    11,621
    
    
    
    11,593Financial and other income (expense)Interest expense
    
    
    (685
    )
    
    
    (660
    )
    
    
    (1,089
    )
    
    
    (1,256
    )Gain (loss) on sale of property and equipment
    
    
    (206
    )
    
    
    (2
    )
    
    
    (206
    )
    
    
    (6
    )Other
    
    
    187
    
    
    
    (60
    )
    
    
    295
    
    
    
    (38
    )(704
    )
    
    
    (722
    )
    
    
    (1,000
    )
    
    
    (1,300
    )Income from continuing operations
before income taxes and minority
interest
    
    
    5,723
    
    
    
    5,961
    
    
    
    10,621
    
    
    
    10,293Provision for federal and state income taxes
    
    
    2,135
    
    
    
    2,344
    
    
    
    3,901
    
    
    
    3,900Income from continuing operations
before minority interest
    
    
    3,588
    
    
    
    3,617
    
    
    
    6,720
    
    
    
    6,393Minority interest
    
    
    96
    
    
    
    
    
    
    
    132
    
    
    
    Income from continuing operations
    
    
    3,684
    
    
    
    3,617
    
    
    
    6,852
    
    
    
    6,393Discontinued operations, net of income taxesIncome (loss) from discontinued operations
    
    
    62
    
    
    
    (1,055
    )
    
    
    2
    
    
    
    (1,009
    )Gain on sale of discontinued operations
    
    
    
    
    
    
    560
    
    
    
    
    
    
    
    56062
    
    
    
    (495
    )
    
    
    2
    
    
    
    (449
    )Net income
    
    $
    3,746
    
    
    $
    3,122
    
    
    $
    6,854
    
    
    $
    5,944Earnings (loss) per common share:Basic:Income from continuing operations
    
    $
    0.14
    
    
    $
    0.15
    
    
    $
    0.26
    
    
    $
    0.26Discontinued operations, net
    
    
    
    
    
    
    (0.02
    )
    
    
    
    
    
    
    (0.02
    )Net income
    
    $
    0.14
    
    
    $
    0.13
    
    
    $
    0.26
    
    
    $
    0.24Diluted:Income from continuing operations
    
    $
    0.14
    
    
    $
    0.14
    
    
    $
    0.26
    
    
    $
    0.25Discontinued operations, net
    
    
    
    
    
    
    (0.02
    )
    
    
    
    
    
    
    (0.02
    )Net income
    
    $
    0.14
    
    
    $
    0.12
    
    
    $
    0.26
    
    
    $
    0.23Weighted Average Common Shares Outstanding:Basic
    
    
    26,491,063
    
    
    
    24,700,103
    
    
    
    26,312,400
    
    
    
    24,592,342Diluted
    
    
    26,896,334
    
    
    
    26,032,726
    
    
    
    26,764,339
    
    
    
    26,002,752
  3




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##### 



METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2007 and 2006
 2007
    
    
    2006(Unaudited)($ thousands)Cash Flows from Operating ActivitiesNet income
    
    $
    6,854
    
    
    $
    5,944Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    2,284
    
    
    
    2,219Amortization of notes payable discounts
    
    
    
    
    
    
    34Deferred income taxes
    
    
    (806
    )
    
    
    1,527Provision for doubtful accounts receivable
    
    
    18
    
    
    
    140(Gain) loss on sale of property and equipment
    
    
    206
    
    
    
    6Minority interest in loss of consolidated subsidiary
    
    
    (132
    )
    
    
    (Gain) on sale of discontinued operations
    
    
    
    
    
    
    (903
    )Compensation expense on stock options issued
    
    
    217
    
    
    
    174Impairment loss
    
    
    
    
    
    
    823Change in assets and liabilities, net of acquisitions:(Increase) decrease in:Trade receivables
    
    
    (9,181
    )
    
    
    (5,580
    )Inventories
    
    
    (1,705
    )
    
    
    (4,837
    )Prepaid expenses and other
    
    
    (1,189
    )
    
    
    (544
    )Increase (decrease) in:Accounts payable, accrued expenses, and income taxes payable
    
    
    (1,594
    )
    
    
    2,672Net cash (used in) provided by operating activities
    
    
    (5,028
    )
    
    
    1,675Cash Flows from Investing ActivitiesProceeds from sale of discontinued operations
    
    
    
    
    
    
    5,968Proceeds from sale of property and equipment
    
    
    19
    
    
    
    19Purchase of property and equipment
    
    
    (5,711
    )
    
    
    (4,973
    )Change in cash restricted for investment
    
    
    3,986
    
    
    
    Investment
in unconsolidated subsidiary
    
    
    (3,600
    )
    
    
    Increase in other assets
    
    
    (1,180
    )
    
    
    (241
    )Cash paid for business acquisitions, less cash acquired
    
    
    (10,616
    )
    
    
    Net cash provided by (used in) in investing activities
    
    
    (17,102
    )
    
    
    773Cash Flows from Financing ActivitiesSale of common stock
    
    
    34,214
    
    
    
    Proceeds from issuance of subsidiary stock
    
    
    225
    
    
    
    Net borrowings (payments) under revolving lines-of-credit
    
    
    (8,492
    )
    
    
    (1,705
    )Proceeds from other borrowings
    
    
    5,856
    
    
    
    2,893Principal payments on other borrowings
    
    
    (2,774
    )
    
    
    (3,750
    )Excess tax benefit from stock-based compensation
    
    
    57
    
    
    
    Proceeds from issuance of common stock on exercised warrants and options
    
    
    469
    
    
    
    Net cash provided by (used in) financing activities
    
    
    29,555
    
    
    
    (2,562
    )Net (decrease) increase in cash and cash equivalents
    
    
    7,425
    
    
    
    (114
    )Cash and cash equivalents:Beginning
    
    
    1,462
    
    
    
    1,857Ending
    
    $
    8,887
    
    
    $
    1,743
  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
   Significant Accounting Policies
 Incomes Taxes
  Note 2  Business Acquisitions
  5




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##### 



AssetsCash
    
    $
    362Accounts receivable
    
    
    3,818Inventory
    
    
    4,846Property and equipment
    
    
    70Other assets
    
    
    7Covenant not-to-compete
    
    
    250Goodwill
    
    
    6,229Liabilities AssumedDebt
    
    
    (2,079
    )Accounts payable and accrued expenses
    
    
    (3,341
    )Net assets acquired
    
    $
    10,162
 and finite-lived
  Three Months Ended
    
    Three Months Ended
    
    Six Months Ended
    
    Six Months EndedJune 30, 2007
    
    June 30 2006
    
    June 30 2007
    
    June 30, 2006Revenues
    
    $
    71,871
    
    
    $
    63,647
    
    
    $
    130,928
    
    
    $
    117,450Net Income
    
    $
    4,087
    
    
    $
    3,889
    
    
    $
    7,636
    
    
    $
    7,506Earnings Per ShareBasic
    
    $
    0.15
    
    
    $
    0.16
    
    
    $
    0.29
    
    
    $
    0.31Diluted
    
    $
    0.15
    
    
    $
    0.15
    
    
    $
    0.29
    
    
    $
    0.29
  AssetsProperty and equipment
    
    
    1,335Other assets
    
    
    5Covenant not-to-compete
    
    
    120Goodwill
    
    
    1,255Net assets acquired
    
    $
    2,715
   6




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##### 



Note 3  Inventories
  June 30,
    
    
    December 31,2007
    
    
    2006Raw materials
    
    $
    5,027
    
    
    $
    4,793Finished goods
    
    
    6,156
    
    
    
    5,005Work in progress
    
    
    5,755
    
    
    
    3,793Ferrous scrap metal
    
    
    3,321
    
    
    
    1,722Non-ferrous scrap metal
    
    
    6,781
    
    
    
    5,176$
    27,040
    
    
    $
    20,489
 Note 4  Stock Options and Stock Based Compensation
  Note 5  Short and Long-Term Debt
  Note 6  Capital Stock
    7




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##### 



Note 7  Earnings Per Share
  Three Months Ended June 30, 2007
    
    
    Three Months Ended June 30, 2006Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    AmountBasic EPSIncome from continuing
operations available to common
stockholders
    
    $
    3,684
    
    
    
    26,491,063
    
    
    $
    0.14
    
    
    $
    3,617
    
    
    
    24,700,103
    
    
    $
    0.15Effect of Dilutive SecuritiesCommon stock warrants
    
    
    
    
    
    
    166,552
    
    
    
    
    
    
    
    
    
    
    
    96,096Options and rights
    
    
    
    
    
    
    238,719
    
    
    
    
    
    
    
    
    
    
    
    92,516Convertible notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48
    
    
    
    1,144,011Diluted EPSIncome from continuing
operations available to common
stockholders plus assumed
conversions
    
    $
    3,684
    
    
    
    26,896,334
    
    
    $
    0.14
    
    
    $
    3,665
    
    
    
    26,032,726
    
    
    $
    0.14
 Six Months Ended June 30, 2007
    
    
    Six Months Ended June 30, 2006Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    AmountBasic EPSIncome from continuing
operations available to common
stockholders
    
    $
    6,852
    
    
    
    26,312,400
    
    
    $
    0.26
    
    
    
    6,393
    
    
    
    24,592,342
    
    
    $
    0.26Effect of Dilutive SecuritiesCommon stock warrants
    
    
    
    
    
    
    180,286
    
    
    
    
    
    
    
    
    
    
    
    94,203Options and rights
    
    
    
    
    
    
    271,653
    
    
    
    
    
    
    
    
    
    
    
    64,435Convertible notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    109
    
    
    
    1,251,772Diluted EPSIncome from continuing
operations available to common
stockholders plus assumed
conversions
    
    $
    6,852
    
    
    
    26,764,339
    
    
    $
    0.26
    
    
    $
    6,502
    
    
    
    26,002,752
    
    
    $
    0.25
 8




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Note 8  Commitments and Contingencies
 Environmental Remediation Matters
      9




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##### 



Other Matters
        10




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##### 



Note 9  Segment Reporting
  LeadScrap Metal
    
    Fabrication
    
    CorporateRecycling
    
    and Recycling
    
    and Other
    
    ConsolidatedThree months ended June 30, 2007Revenues from external customers
    
    $
    42,914
    
    
    $
    23,851
    
    
    $
    
    
    
    $
    66,765Operating income (loss)
    
    
    4,688
    
    
    
    3,460
    
    
    
    (1,721
    )
    
    
    6,427
 Three months ended June 30, 2006Revenues from external customers
    
    $
    35,653
    
    
    $
    21,655
    
    
    $
    
    
    
    $
    57,308Operating income (loss)
    
    
    5,311
    
    
    
    2,884
    
    
    
    (1,512
    )
    
    
    6,683
 Six months ended June 30, 2007Revenues from external customers
    
    $
    76,052
    
    
    $
    42,465
    
    
    $
    
    
    
    $
    118,517Operating income (loss)
    
    
    8,703
    
    
    
    6,105
    
    
    
    (3,187
    )
    
    
    11,621Total assets
    
    
    89,309
    
    
    
    48,102
    
    
    
    22,914
    
    
    
    160,325
 Six 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
    
    
    
    107,722
 Note 10  Income Taxes
   11




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##### 



Note 11  Discontinued Operations
   Three months ended
    
    Six months endedJune 30,
    
    June 30,2007
    
    2006
    
    2007
    
    2006Revenues
    
    $
    
    
    
    $
    2,361
    
    
    $
    
    
    
    $
    5,837
  Note 12  Subsidiary Investments
  Note 13  Subsequent Events
      12




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##### 



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, 2006, 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, 2006 (Annual
Report).
 General
   Critical Accounting Policies
   Contingencies
  Valuation of Long-lived Assets and Goodwill
  14




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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, 2007
    
    
    June 30, 2006
    
    
    June 30, 2007
    
    
    June 30, 2006($, pounds and tons in thousands)Net
    
    
    
    
    
    
    
    
    
    
    Net
    
    
    
    
    
    
    
    
    
    
    Net
    
    
    
    
    
    
    
    
    
    
    NetWeight
    
    
    Sales
    
    
    %
    
    
    Weight
    
    
    Sales
    
    
    %
    
    
    Weight
    
    
    Sales
    
    
    %
    
    
    Weight
    
    
    Sales
    
    
    %Scrap Metal RecyclingFerrous metals (tons)
    
    
    52.0
    
    
    $
    12,825
    
    
    
    19.2
    
    
    
    50.4
    
    
    $
    12,076
    
    
    
    21.1
    
    
    
    98.4
    
    
    $
    24,483
    
    
    
    20.7
    
    
    
    97.6
    
    
    $
    23,496
    
    
    
    22.5Non-ferrous metals (lbs.)
    
    
    20,108
    
    
    
    30,089
    
    
    
    45.1
    
    
    
    20,105
    
    
    
    23,577
    
    
    
    41.1
    
    
    
    36,256
    
    
    
    51,569
    
    
    
    43.5
    
    
    
    37,931
    
    
    
    39,645
    
    
    
    37.9Total Scrap Metal Recycling
    
    
    
    
    
    
    42,914
    
    
    
    64.3
    
    
    
    
    
    
    
    35,653
    
    
    
    62.2
    
    
    
    
    
    
    
    76,052
    
    
    
    64.2
    
    
    
    
    
    
    
    63,141
    
    
    
    60.4Lead Fabrication (lbs.)
    
    
    18,412
    
    
    
    23,851
    
    
    
    35.7
    
    
    
    22,556
    
    
    
    21,655
    
    
    
    37.8
    
    
    
    33,535
    
    
    
    42,465
    
    
    
    35.8
    
    
    
    43,297
    
    
    
    41,398
    
    
    
    39.6Total Revenue
    
    
    
    
    
    $
    66,765
    
    
    
    100.0
    
    
    
    
    
    
    $
    57,308
    
    
    
    100.0
    
    
    
    
    
    
    $
    118,517
    
    
    
    100.0
    
    
    
    
    
    
    $
    104,539
    
    
    
    100.0
  15




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##### 



Average
    
    Average
    
    AverageFerrous
    
    Non-Ferrous
    
    LeadFor the quarter ending:
    
    Price per ton
    
    Price per lb.
    
    Price per lb.June 30, 2007
    
    $
    233
    
    
    $
    1.50
    
    
    $
    1.30March 31, 2007
    
    $
    252
    
    
    $
    1.33
    
    
    $
    1.23December 31, 2006
    
    $
    190
    
    
    $
    1.25
    
    
    $
    1.15September 30, 2006
    
    $
    209
    
    
    $
    1.26
    
    
    $
    0.92June 30, 2006
    
    $
    240
    
    
    $
    1.17
    
    
    $
    0.98March 31, 2006
    
    $
    236
    
    
    $
    0.90
    
    
    $
    0.95
 Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006
  Scrap Metal Recycling
 Ferrous Sales
  Non-Ferrous Sales
  Lead Fabrication
  Operating Expenses
  16




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##### 



Selling, General, and Administrative
  Depreciation and Amortization
  Operating Income
  Financial and Other Income/(Expense)
    Income Taxes
  Discontinued Operations
   Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006
  17




---



##### 



Scrap Metal Recycling
 Ferrous Sales
  Non-Ferrous Sales
  Lead Fabrication
  Operating Expenses
  Selling, General, and Administrative
  Depreciation and Amortization
  18




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##### 



Operating Income
  Financial and Other Income/(Expense)
    Income Taxes
  Discontinued Operations
   LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows
  19




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##### 



Future Capital Requirements
   Other Matters
   20




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##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest rate risk
  Commodity price risk
  Foreign currency risk
  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.
  21




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##### 



PART II. OTHER INFORMATION
 Item 1. Legal Proceedings
  Item 1A. Risk Factors
  Item 4. Submission of Matters to a Vote of Security Holders.
    FOR
    
    WITHHELD
    
    NON-VOTECarlos E. Agüero
    
    
    24,911,707
    
    
    
    26,949
    
    
    
    0Michael J. Drury
    
    
    24,911,807
    
    
    
    26,849
    
    
    
    0Earl B. Cornette
    
    
    24,930,607
    
    
    
    8,049
    
    
    
    0Bret R. Maxwell
    
    
    24,929,607
    
    
    
    9,049
    
    
    
    0Walter H. Barandiaran
    
    
    24,929,507
    
    
    
    9,149
    
    
    
    0Paul A. Garrett
    
    
    24,930,607
    
    
    
    8,049
    
    
    
    0
  FOR
    
    AGAINST
    
    ABSTAIN
    
    NON-VOTE24,864,796
    
    
    68,808
    
    
    
    5,052
    
    
    
    0
  FOR
    
    AGAINST
    
    ABSTAIN
    
    NON-VOTE13,864,974
    
    
    0
    
    
    
    0
    
    
    
    0
 22




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##### 



Item 6. Exhibits.
  10.1
    
    Form of Amended and Restated Stock Subscription Agreement and
Stockholder Agreement dated November 30, 2006 among AgriFuel Co.
(AgriFuel), the purchasers of AgriFuel stock signatory thereto, and
Metalico, Inc.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
 23




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##### 



SIGNATURES
  METALICO, INC.
(Registrant)Date:  August 6, 2007
    By:
    /s/ CARLOS E. AGÜEROCarlos E. AgüeroChairman, President and Chief
Executive Officer Date:  August 6, 2007
    By:
    /s/ ERIC W. FINLAYSONEric W. FinlaysonSenior Vice President and Chief
Financial Officer (Principal
Financial  Officer and Principal
Accounting Officer) 24