##### 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, 2011
 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.
 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
  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




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##### 



METALICO, INC.
Form 10-Q Quarterly Report
Table of Contents
  
 PART IItem 1. Financial Statements.
    
    Page 2Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
    
    Page 16Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    
    Page 25Item 4. Controls and Procedures.
    
    Page 26PART IIItem 1. Legal Proceedings.
    
    Page 26Item 1A. Risk Factors.
    
    Page 27Item 6. Exhibits.
    
    Page 27EX-10.16EX-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, 2011 and December 31, 2010
 March 31,
    
    
    December 31,2011
    
    
    2010(Unaudited)
    
    
    (Note 1)($ thousands)ASSETSCurrent AssetsCash
    
    $
    5,482
    
    
    $
    3,473Trade receivables, less allowance for doubtful accounts 2011 and 2010 - $1,027
    
    
    77,064
    
    
    
    55,112Inventories
    
    
    68,351
    
    
    
    73,454Prepaid expenses and other current assets
    
    
    5,491
    
    
    
    6,276Income taxes receivable
    
    
    
    
    
    
    1,386Deferred income taxes
    
    
    4,004
    
    
    
    4,004Total current assets
    
    
    160,392
    
    
    
    143,705Property and equipment, net
    
    
    79,607
    
    
    
    70,215Goodwill
    
    
    73,012
    
    
    
    69,605Other intangibles, net
    
    
    42,281
    
    
    
    38,871Other assets, net
    
    
    6,060
    
    
    
    6,111Total assets
    
    $
    361,352
    
    
    $
    328,507LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesShort-term debt
    
    $
    7,118
    
    
    $
    7,051Current maturities of other long-term debt
    
    
    5,853
    
    
    
    4,196Accounts payable
    
    
    21,416
    
    
    
    18,386Accrued expenses and other current liabilities
    
    
    6,740
    
    
    
    4,561Income taxes payable
    
    
    4,350
    
    
    
    Total current liabilities
    
    
    45,477
    
    
    
    34,194Long-Term LiabilitiesSenior unsecured convertible notes payable
    
    
    79,957
    
    
    
    79,940Other long-term debt, less current maturities
    
    
    39,542
    
    
    
    34,775Deferred income taxes
    
    
    9,571
    
    
    
    6,726Accrued expenses and other long-term liabilities
    
    
    5,638
    
    
    
    5,557Total long-term liabilities
    
    
    134,708
    
    
    
    126,998Total liabilities
    
    
    180,185
    
    
    
    161,192Commitments and Contingencies (Note 12)Stockholders EquityCommon stock, par value $0.001, authorized shares of 100,000,000; issued
and outstanding shares of 47,374,473 and 46,559,878, respectively
    
    
    47
    
    
    
    46Additional paid-in capital
    
    
    180,182
    
    
    
    175,094Retained
earnings (accumulated deficit)
    
    
    1,253
    
    
    
    (7,510
    )Accumulated other comprehensive loss
    
    
    (315
    )
    
    
    (315
    )Total stockholders equity
    
    
    181,167
    
    
    
    167,315Total liabilities and stockholders equity
    
    $
    361,352
    
    
    $
    328,507
  2




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##### Table of Contents



METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2011 and 2010
 2011
    
    
    2010(Unaudited)($ thousands, except share data)Revenue
    
    $
    181,967
    
    
    $
    134,079Costs and expensesOperating expenses
    
    
    153,643
    
    
    
    109,893Selling, general, and administrative expenses
    
    
    8,020
    
    
    
    7,181Depreciation and amortization
    
    
    3,320
    
    
    
    3,400164,983
    
    
    
    120,474Operating income
    
    
    16,984
    
    
    
    13,605Financial and other income (expense)Interest expense
    
    
    (2,453
    )
    
    
    (2,948
    )Accelerated amortization and other costs related to refinancing of senior debt
    
    
    
    
    
    
    (3,046
    )Financial instruments fair value adjustment
    
    
    (81
    )
    
    
    (948
    )Other
    
    
    (24
    )
    
    
    (99
    )(2,558
    )
    
    
    (7,041
    )Income before income taxes
    
    
    14,426
    
    
    
    6,564Provision for federal and state income taxes
    
    
    5,663
    
    
    
    3,050Net income
    
    $
    8,763
    
    
    $
    3,514Earnings per common share:Basic
    
    $
    0.19
    
    
    $
    0.08Diluted
    
    $
    0.19
    
    
    $
    0.08Weighted Average Common Shares Outstanding:Basic
    
    
    47,095,914
    
    
    
    46,428,260Diluted
    
    
    47,219,740
    
    
    
    46,439,400
  3




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##### Table of Contents



METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2011 and 2010
 2011
    
    
    2010(Unaudited)($ thousands)Cash Flows from Operating ActivitiesNet income
    
    $
    8,763
    
    
    $
    3,514Adjustments to reconcile net income to net cash provided by (used
in) operating activities:Depreciation and amortization
    
    
    3,859
    
    
    
    3,614Deferred income taxes
    
    
    
    
    
    
    3,048Provision for doubtful accounts receivable
    
    
    
    
    
    
    267Compensation expense on restricted stock and stock options issued
    
    
    584
    
    
    
    692Deferred financing costs expensed
    
    
    
    
    
    
    2,107Net gain on sale and disposal of property and equipment
    
    
    (322
    )
    
    
    (5
    )Financial instruments fair value adjustment
    
    
    81
    
    
    
    948Other non-cash changes
    
    
    40
    
    
    
    Change in assets and liabilities, net of acquisitions:(Increase) decrease in:Trade receivables
    
    
    (19,428
    )
    
    
    (26,595
    )Inventories
    
    
    6,313
    
    
    
    1,268Prepaid expenses and other current assets
    
    
    2,241
    
    
    
    (1,057
    )Increase in:Accounts payable, accrued expenses, and income taxes payable
    
    
    6,962
    
    
    
    4,732Net cash provided by (used in) operating activities
    
    
    9,093
    
    
    
    (7,467
    )Cash Flows from Investing ActivitiesProceeds from insurance recovery and sale of property and equipment
    
    
    558
    
    
    
    11Purchase of property and equipment
    
    
    (6,030
    )
    
    
    (1,052
    )Cash paid for business acquisitions, less cash acquired
    
    
    (1,836
    )
    
    
    (Increase) decrease in other assets
    
    
    9
    
    
    
    (8
    )Net cash used in investing activities
    
    
    (7,299
    )
    
    
    (1,049
    )Cash Flows from Financing ActivitiesNet borrowings under revolving lines-of-credit
    
    
    337
    
    
    
    2,911Proceeds from other borrowings
    
    
    1,272
    
    
    
    8,093Principal payments on other borrowings
    
    
    (1,344
    )
    
    
    (710
    )Debt issuance costs paid
    
    
    (196
    )
    
    
    (1,269
    )Proceeds from issuance of common stock on exercised options
    
    
    146
    
    
    
    61Net cash provided by financing activities
    
    
    215
    
    
    
    9,086Net increase in cash and cash equivalents
    
    
    2,009
    
    
    
    570Cash and cash equivalents:Beginning
    
    
    3,473
    
    
    
    4,938Ending
    
    $
    5,482
    
    
    $
    5,508
 4




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##### Table of Contents



METALICO, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ thousands, except per share data)
(Unaudited)
 Note 1  General
 Business
  Basis of Presentation
     Recent Accounting Pronouncements
 Disclosure of Supplementary Pro Forma Information for Business Combinations (Topic
805) Business Combinations
 5




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Note 2  Business Acquisitions and Capital Expenditures
 Business acquisition (scrap metal recycling segment):
 Capital Expenditures:
 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, 2011
    
    March 31, 2010
    
    2011
    
    2010Customer A
    
    
    21
    %
    
    
    13
    %
    
    $
    8,973
    
    
    $
    7,994
 Note 4  Inventories
  March 31,
    
    
    December 31,2011
    
    
    2010Raw materials
    
    $
    7,530
    
    
    $
    8,125Work-in-process
    
    
    3,331
    
    
    
    3,927Finished goods
    
    
    8,056
    
    
    
    6,735Ferrous scrap metal
    
    
    22,154
    
    
    
    24,093Non-ferrous scrap metal
    
    
    27,280
    
    
    
    30,574$
    68,351
    
    
    $
    73,454
 Note 5  Goodwill and Other Intangibles
  6




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PGM and
    
    
    LeadScrap
    
    
    Minor
    
    
    FabricationMetal
    
    
    Metal
    
    
    and
    
    
    CorporateRecycling
    
    
    Recycling
    
    
    Recycling
    
    
    and Other
    
    
    ConsolidatedDecember 31, 2010
    
    $
    39,585
    
    
    $
    24,652
    
    
    $
    5,368
    
    
    $
    
    
    
    $
    69,605Acquired during the period
    
    
    3,407
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,407March 31, 2011
    
    $
    42,992
    
    
    $
    24,652
    
    
    $
    5,368
    
    
    $
    
    
    
    $
    73,012
  Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    AmountMarch 31, 2011Covenants not-to-compete
    
    $
    4,106
    
    
    $
    (570
    )
    
    $
    3,536Trademarks and tradenames
    
    
    6,075
    
    
    
    
    
    
    
    6,075Supplier relationships
    
    
    39,130
    
    
    
    (6,880
    )
    
    
    32,250Know how
    
    
    397
    
    
    
    
    
    
    
    397Patents and databases
    
    
    94
    
    
    
    (71
    )
    
    
    23$
    49,802
    
    
    $
    (7,521
    )
    
    $
    42,281December 31, 2010Covenants not-to-compete
    
    $
    4,310
    
    
    $
    (3,120
    )
    
    $
    1,190Trademarks and tradenames
    
    
    6,075
    
    
    
    
    
    
    
    6,075Supplier relationships
    
    
    37,500
    
    
    
    (6,322
    )
    
    
    31,178Know how
    
    
    397
    
    
    
    
    
    
    
    397Patents and databases
    
    
    94
    
    
    
    (63
    )
    
    
    31$
    48,376
    
    
    $
    (9,505
    )
    
    $
    38,871
  CovenantsNot-to-
    
    
    Supplier
    
    
    Patents andCompete
    
    
    Relationships
    
    
    DatabasesBalance, December 31, 2010
    
    $
    1,190
    
    
    $
    31,178
    
    
    $
    31Acquisitions/additions
    
    
    2,427
    
    
    
    1,630
    
    
    
    Amortization
    
    
    (81
    )
    
    
    (558
    )
    
    
    (8
    )Impairment charges
    
    
    
    
    
    
    
    
    
    
    Balance, March 31, 2011
    
    $
    3,536
    
    
    $
    32,250
    
    
    $
    23
  Years Ending December 31:
    
    AmountRemainder of 2011
    
    $
    2,1812012
    
    
    2,8232013
    
    
    2,9482014
    
    
    2,8852015
    
    
    2,883Thereafter
    
    
    22,089$
    35,809
 7




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##### Table of Contents



Note 6  Accrued Expenses and Other Liabilities
  March 31, 2011
    
    
    December 31, 2010Current
    
    
    Long-Term
    
    
    Total
    
    
    Current
    
    
    Long-Term
    
    
    TotalEnvironmental remediation costs
    
    $
    193
    
    
    $
    1,348
    
    
    $
    1,541
    
    
    $
    216
    
    
    $
    1,348
    
    
    $
    1,564Payroll and employee benefits
    
    
    3,082
    
    
    
    424
    
    
    
    3,506
    
    
    
    1,194
    
    
    
    424
    
    
    
    1,618Interest and bank fees
    
    
    1,158
    
    
    
    
    
    
    
    1,158
    
    
    
    1,134
    
    
    
    
    
    
    
    1,134Put warrant liability
    
    
    
    
    
    
    3,866
    
    
    
    3,866
    
    
    
    
    
    
    
    3,785
    
    
    
    3,785Other
    
    
    2,307
    
    
    
    
    
    
    
    2,307
    
    
    
    2,017
    
    
    
    
    
    
    
    2,017$
    6,740
    
    
    $
    5,638
    
    
    $
    12,378
    
    
    $
    4,561
    
    
    $
    5,557
    
    
    $
    10,118
 Note 7  Stock Options and Stock-Based Compensation
   Black-Scholes Valuation Assumptions (1)
    
    March 31, 2011Weighted average expected life (in years) (2)
    
    
    5.0Weighted average expected volatility (3)
    
    
    84.42
    %Weighted average risk free interest rates (4)
    
    
    2.16
    %Expected dividend yield
    
    
    
 
 (1)
    
    Forfeitures are estimated based on historical experience.(2)
    
    The expected life of stock options is estimated based on
historical experience.(3)
    
    Expected volatility is based on the average of historical
volatility. The historical volatility is determined by observing actual prices
of the Companys stock over a period commensurate with the expected life of the
awards.(4)
    
    Based on the U.S. Treasury constant maturity interest rate whose
term is consistent with the expected life of the stock options.  Number of
    
    
    Weighted AverageStock Options
    
    
    Exercise PriceOptions outstanding, beginning of period
    
    
    2,350,993
    
    
    $
    7.19Granted
    
    
    20,000
    
    
    $
    5.50Exercised
    
    
    (31,832
    )
    
    $
    4.58Forfeited or expired
    
    
    (38,000
    )
    
    $
    7.15Options outstanding, end of period
    
    
    2,301,161
    
    
    $
    7.21Options exercisable, end of period
    
    
    1,497,696
    
    
    $
    8.71
  8




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Note 8  Short and Long-Term Debt
     Covenant
    
    1:1 to 1:0Actual
    
    2.2 to 1:0
  Covenant
    
    $22,000Actual year to date
    
    $6,030
 9




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##### Table of Contents



Senior Unsecured Notes Payable:
     Covenant
    
    3.5 to 1.0Actual
    
    0.9 to 1.0
    Twelve months ending March 31:
    
    Amount2012
    
    $
    12,9712013
    
    
    5,1402014
    
    
    30,4662015
    
    
    82,8572016
    
    
    1,365Thereafter
    
    
    824$
    133,623
 10




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Note 9  Stockholders Equity
  Retained Earnings/Common
    
    
    Additional
    
    
    (Accumulated
    
    
    Other Comprehensive
    
    
    Total StockholdersStock
    
    
    Paid-in Capital
    
    
    Deficit)
    
    
    Loss
    
    
    EquityBalance December 31, 2010
    
    $
    46
    
    
    $
    175,094
    
    
    $
    (7,510
    )
    
    $
    (315
    )
    
    $
    167,315Net income
    
    
    
    
    
    
    
    
    
    
    8,763
    
    
    
    
    
    
    
    8,763Issuance of 31,832 shares of
common stock in exchange for
options exercised
    
    
    
    
    
    
    146
    
    
    
    
    
    
    
    
    
    
    
    146Stock-based compensation expense
    
    
    
    
    
    
    584
    
    
    
    
    
    
    
    
    
    
    
    584Issuance of 782,763 shares of
common stock for acquisition,
net of issuance costs
    
    
    1
    
    
    
    4,358
    
    
    
    
    
    
    
    
    
    
    
    4,359Balance March 31, 2011
    
    $
    47
    
    
    $
    180,182
    
    
    $
    1,253
    
    
    $
    (315
    )
    
    $
    181,167
  Note 10  Statements of Cash Flows Information
  Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31, 2011
    
    
    March 31, 2010Issuance of common stock for business acquisitions (see Note 2)
    
    $
    4,391
    
    
    $
    Issuance of short and long-term debt for business acquisition
    
    
    4,964
    
    
    
    Repayment of debt with new borrowings
    
    
    
    
    
    
    44,109
  Note 11  Earnings Per Share
  Three Months Ended
    
    
    Three Months EndedMarch 31, 2011
    
    
    March 31, 2010Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    AmountBasic EPSNet income
    
    $
    8,763
    
    
    
    47,095,914
    
    
    $
    0.19
    
    
    $
    3,514
    
    
    
    46,428,260
    
    
    $
    0.08Effect of Dilutive SecuritiesStock options
    
    
    
    
    
    
    123,826
    
    
    
    
    
    
    
    
    
    
    
    11,140Diluted EPSNet income
    
    $
    8,763
    
    
    
    47,219,740
    
    
    $
    0.19
    
    
    $
    3,514
    
    
    
    46,439,400
    
    
    $
    0.08
 11




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##### Table of Contents



Note 12  Commitments and Contingencies
 Environmental Remediation Matters
    Employee Matters
  Other Matters
  Note 13  Segment Reporting
  12




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##### Table of Contents



PGM and MinorScrap Metal
    
    
    Metals
    
    
    
    
    
    
    CorporateRecycling
    
    
    Recycling
    
    
    Lead Fabricating
    
    
    and Other
    
    
    ConsolidatedAs of and for the three months ended March 31, 2011Revenues from external customers
    
    $
    109,466
    
    
    $
    56,364
    
    
    $
    16,137
    
    
    $
    
    
    
    $
    181,967Operating income (loss)
    
    
    12,757
    
    
    
    4,033
    
    
    
    912
    
    
    
    (718
    )
    
    
    16,984Total assets
    
    
    232,199
    
    
    
    77,537
    
    
    
    41,236
    
    
    
    10,380
    
    
    
    361,352
 As of and for the three months ended March 31, 2010Revenues from external customers
    
    $
    77,053
    
    
    $
    42,831
    
    
    $
    14,195
    
    
    $
    
    
    
    $
    134,079Operating income (loss)
    
    
    10,770
    
    
    
    3,255
    
    
    
    (75
    )
    
    
    (345
    )
    
    
    13,605Total assets
    
    
    196,971
    
    
    
    66,491
    
    
    
    38,437
    
    
    
    14,834
    
    
    
    316,733
 Note 14  Income Taxes
  Note 15  Financial Instruments Liabilities
    Note 16  Fair Value Disclosure
  13




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##### Table of Contents



Cash and cash equivalents, trade receivables, accounts payable and accrued expenses:
 Notes payable and long-term debt:
 Put Warrants:
    
    
    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, 2011Liabilities
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalPut warrants
    
    
    
    
    
    
    
    
    
    $
    3,866
    
    
    $
    3,866
 December 31, 2010Liabilities
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalPut warrants
    
    
    
    
    
    
    
    
    
    $
    3,785
    
    
    $
    3,785
  Put Warrants:
 14




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##### Table of Contents



Fair Value MeasurementsUsing Significant Unobservable Inputs(Level 3)Three Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2011
    
    
    2010Put Warrants
    
    
    Put WarrantsBeginning balance
    
    $
    3,785
    
    
    $
    3,289Total unrealized losses included in earnings
    
    
    81
    
    
    
    948Ending balance
    
    $
    3,866
    
    
    $
    4,237The amount of loss for the period included
in earnings attributable to the change in
unrealized losses relating to liabilities
still held at the reporting date
    
    $
    81
    
    
    $
    948
 15




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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, 2010 (Annual Report), 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 2010 Annual Report. Amounts reported in the following discussions are
not reported in thousands unless otherwise specified.
 General
   Overview of Quarterly Results
  
    
    Sales increased to $182.0 million, compared to $134.1 million.
    
    Operating income increased to $17.0 million, compared to operating income of $13.6 million.
    
    Net income of $8.8 million, compared to a net income of $3.5 million.
    
    Net income of $0.19 per diluted share, compared to a net income of $0.08 per diluted share.
 Critical Accounting Policies and Use of Estimates
  16




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##### Table of Contents



Revenue Recognition
  Accounts Receivable and Allowance for Uncollectible Accounts Receivable
   Derivatives and Hedging
   Goodwill
   17




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Intangible Assets and Other Long-lived Assets
   Stock-based Compensation
  18




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Income taxes
  RESULTS OF OPERATIONS
   RevenuesThree Months Ended
    
    
    Three Months EndedMarch 31, 2011
    
    
    March 31, 2010($,and weights in thousands)Net
    
    
    
    
    
    
    
    
    
    
    NetWeight
    
    
    Sales
    
    
    %
    
    
    Weight
    
    
    Sales
    
    
    %Scrap Metal RecyclingFerrous metals (weight in tons)
    
    
    147.1
    
    
    $
    65,493
    
    
    
    36.0
    
    
    
    127.1
    
    
    $
    44,861
    
    
    
    33.5Non-ferrous metals (weight in lbs.)
    
    
    38,066
    
    
    
    42,889
    
    
    
    23.6
    
    
    
    35,577
    
    
    
    31,625
    
    
    
    23.6Other
    
    
    
    
    
    
    1,084
    
    
    
    0.6
    
    
    
    
    
    
    
    567
    
    
    
    0.4Total Scrap Metal Recycling
    
    
    
    
    
    
    109,466
    
    
    
    60.2
    
    
    
    
    
    
    
    77,053
    
    
    
    57.5PGM and Minor Metals RecyclingPlatinum Group Metals (weight in
troy oz.)
    
    
    34.7
    
    
    
    44,732
    
    
    
    24.6
    
    
    
    35.7
    
    
    
    36,535
    
    
    
    27.2Minor metals (weight in lbs)
    
    
    508
    
    
    
    11,632
    
    
    
    6.4
    
    
    
    436
    
    
    
    6,296
    
    
    
    4.7Total PGM and Minor Metals Recycling
    
    
    
    
    
    
    56,364
    
    
    
    31.0
    
    
    
    
    
    
    
    42,831
    
    
    
    31.9Lead Fabrication (lbs.)
    
    
    10,277
    
    
    
    16,137
    
    
    
    8.8
    
    
    
    9,752
    
    
    
    14,195
    
    
    
    10.6Total Revenue
    
    
    
    
    
    $
    181,967
    
    
    
    100.0
    
    
    
    
    
    
    $
    134,079
    
    
    
    100.0
  AverageAverage
    
    
    Average
    
    
    PGM Price
    
    
    Average
    
    
    AverageFerrous
    
    
    Non-Ferrous
    
    
    per troy oz.
    
    
    Minor Metal
    
    
    LeadFor the quarter ended:
    
    Price per ton
    
    
    Price per lb.
    
    
    (1)
    
    
    Price per lb. (2)
    
    
    Price per lb.March 31, 2011
    
    $
    445
    
    
    $
    1.13
    
    
    $
    1,229
    
    
    $
    22.90
    
    
    $
    1.57December 31, 2010
    
    $
    368
    
    
    $
    0.95
    
    
    $
    1,117
    
    
    $
    18.29
    
    
    $
    1.51September 30, 2010
    
    $
    355
    
    
    $
    0.99
    
    
    $
    986
    
    
    $
    17.73
    
    
    $
    1.33June 30, 2010
    
    $
    383
    
    
    $
    0.91
    
    
    $
    1,122
    
    
    $
    17.36
    
    
    $
    1.42March 31, 2010
    
    $
    353
    
    
    $
    0.89
    
    
    $
    966
    
    
    $
    14.44
    
    
    $
    1.46
 
 (1)
    
    Average PGM prices are comprised of combined troy ounces of Platinum, Palladium and
Rhodium.(2)
    
    Average Minor Metal prices are comprised of combined weights of Tungsten, Tantalum,
Molybdenum, Niobium, Rhenium and Chrome. 19




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Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010
  Scrap Metal Recycling
 Ferrous Sales
  Non-Ferrous Sales
  PGM and Minor Metal Recycling
 Platinum Group Metals
  Minor Metals
  20




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Lead Fabrication
  Operating Expenses
  Selling, General, and Administrative
  Depreciation and Amortization
  Operating Income
  Financial and Other Income/(Expense)
   21




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Income Taxes
  LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows
    22




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Financing and Capitalization
      23




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Future Capital Requirements
    Off-Balance Sheet Arrangements
  Business Acquisitions and Capital Expenditures
  24




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Contingencies
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest rate risk
  Commodity price risk
  25




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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.
   (b) Changes in internal controls over financial reporting.
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  26




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Item 1A. Risk Factors
  
 Item 6. Exhibits
  10.16*
    
    Form of Employee Deferred Stock 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
 
 *
    
    Management contract or compensatory plan or arrangement. 27




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SIGNATURES
  METALICO, INC.
(Registrant)Date:  April 28, 2011
    By:
    /s/ CARLOS E. AGÜEROCarlos E. AgüeroChairman, President and Chief
Executive OfficerDate:  April 28, 2011
    By:
    /s/ ERIC W. FINLAYSONEric W. FinlaysonSenior Vice President and Chief
Financial Officer
(Principal Financial  Officer
and Principal Accounting Officer) 28