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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

 

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

or

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 001-32453

 

 

Metalico, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		52-2169780
(State or other jurisdiction of incorporation or organization)		(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)

Securities registered under Section 12(b) of the Exchange Act:

 

Title of each Class		Name of each Exchange on which registered
None		None

Securities registered under Section 12(g) of the Exchange Act:

Common stock, $.001 par value per share

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  ¨    NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES  ¨    NO  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES  ¨    NO  x

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter was $52,218,522.

Number of shares of Common stock, par value $.001, outstanding as of April 15, 2015: 73,687,936

 

 

 

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METALICO, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2014

TABLE OF CONTENTS

 

		PART I
Item 1.		Business			3
Item 1A.		Risk factors			11
Item 1B.		Unresolved Staff Comments			22
Item 2.		Properties			22
Item 3.		Legal Proceedings			25
Item 4.		Mine Safety Disclosures			26
		PART II
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			27
Item 6.		Selected Financial Data			30
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk			51
Item 8.		Financial Statements and Supplementary Data			52
Item 9.		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			52
Item 9A.		Controls and Procedures			52
Item 9B		Other Information			53
		PART III
Item 10.		Directors, Executive Officers and Corporate Governance			54
Item 11.		Executive Compensation			56
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			68
Item 13.		Certain Relationships and Related Party Transactions and Director Independence			72
Item 14.		Principal Accounting Fees and Services			72
		PART IV
Item 15.		Financial Statement and Exhibits			74
		Signatures			75
		Exhibit Index

Forward Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance, and are identified by words such as “may,” “will,” “should,” “expect,” “scheduled,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “potential,” or “continue” or the negative of such terms or other similar words. You should read these statements carefully because they discuss our future expectations, and we believe that it is important to communicate these expectations to our investors. However, these statements are only anticipations. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the factors discussed under “Risk Factors.” These factors may cause our actual results to differ materially from any forward-looking statement.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume any responsibility for the accuracy and completeness of such statements in the future. Subject to applicable law, we do not plan to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

 

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PART I

 

Item 1.

Business

Metalico, Inc. and subsidiaries (referred to in this Annual Report on Form 10-K as the “Company,” “Metalico,” “we,” “us,” “our,” and similar terms) operate twenty-eight scrap metal recycling facilities (“Scrap Metal Recycling”), including an aluminum de-oxidizing plant co-located with a scrap metal recycling facility, in a single reportable segment.

Metalico, Inc. was originally organized as a Delaware corporation in 1997. In 1999, the original Metalico was merged into a Colorado corporation. Later that year, the surviving Colorado corporation was merged into a newly organized Delaware corporation named Metalico, Inc., which continues today as our holding company. Our common stock began trading on the American Stock Exchange (now known as NYSE MKT) on March 15, 2005 under the symbol “MEA.”

We have historically maintained a small corporate team that sets our strategic goals and overall strategy. We allow each subsidiary autonomy for material purchasing and have centralized selling capabilities in our scrap metal recycling operations to make better use of our economies of scale. The corporate team approves all acquisitions and operating budgets, allocates capital to the business units based upon expected returns and risk levels, establishes succession plans, ensures operations maintain a consistent level of quality; evaluates risk and holds the management of each business unit accountable for the performance of its respective business unit.

SUMMARY OF BUSINESS

Scrap Metal Recycling

We have concentrated on acquiring and successfully consolidating scrap operations by initially acquiring companies to serve as platforms into which subsequent acquisitions would be integrated. We believe that through the integration of our acquired businesses, we have enhanced our competitive position and profitability of our operations because of the elimination of redundant functions, greater utilization of operating assets, improved managerial and financial resources and broader distribution channels.

We continue to be one of the largest full-service metal recyclers in Central and Western New York, with eleven recycling facilities located in that regional market. We also have a significant presence in Western Pennsylvania and Eastern Ohio. Metalico`s growth strategy has been to penetrate geographically contiguous markets through acquisition. This strategy has allowed us to benefit from increased scrap volumes and operating synergies that are available through consolidation.

Our operations primarily involve the collection and processing of ferrous and non-ferrous metals. We collect industrial and obsolete scrap metal, process it into reusable forms and supply the recycled metals to our ultimate consumers that include electric arc furnace mills, integrated steel mills, foundries, secondary smelters, aluminum recyclers and metal brokers. We acquire unprocessed scrap metals primarily in our local and regional markets and sell to consumers nationally and in Canada as well as to exporters and international brokers. Some of the metal commodities we recycle include steel, copper, aluminum, stainless steel, molybdenum, tantalum, platinum, lead and many others. We are also able to supply quantities of scrap aluminum to our aluminum recycling facility. We believe that we provide comprehensive product offerings of both ferrous and non-ferrous scrap metals.

Our platform scrap facilities in New York, Ohio and Western Pennsylvania have ready access to highway and rail transportation, a critical factor in our business. In the Pittsburgh, Pennsylvania market, we have waterfront access with barge loading and unloading capabilities. In addition to buying, processing and selling ferrous and non-ferrous scrap metals, we manufacture de-oxidizing aluminum (“de-ox”), a form of alloyed aluminum, for the steel industry.

 

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We operate our scrap metal recycling business in a single reportable segment. We have collection and processing facilities in the following locations as of the date of this filing:

 

Location		Number of Facilities
Buffalo, New York			3
Niagara Falls, New York			1
Lackawanna, New York (Hamburg)			1
Rochester, New York			3
Syracuse, New York			1
Jamestown, New York			1
Olean, New York			1
Elizabeth, New Jersey			1
Akron, Ohio			1
Youngstown, Ohio			1
Warren, Ohio			1
Cleveland, Ohio			1
Pittsburgh/Western Pennsylvania			5
Bradford, Pennsylvania			1
Lancaster, Pennsylvania			1
Conway, Pennsylvania			1
North East, Pennsylvania			1
Warren, Pennsylvania			1
Colliers, West Virginia			1
Gulfport, Mississippi			1

Ferrous Scrap Industry. Our ferrous (iron-based) products primarily include sheared, bundled and shredded scrap metal and other scrap metal, such as plate and structural, turnings, busheling and broken cast iron. We, and others in our industry, anticipate that in the long-term, the demand for recycled ferrous metals will increase due to the continuing transformation of the world’s steel producers from virgin iron ore-based blast furnaces to newer, technologically advanced electric arc furnace mini-mills. The electric arc furnace process, which primarily uses recycled metal compared with the traditional steel-making process that uses significantly less recycled metal, is more environmentally sound and energy efficient. By recycling steel, scarce natural resources are preserved and the need to disrupt the environment with the mining of virgin iron ore is reduced. Further, when recycled metal is used instead of iron ore for new steel production, air and water pollution generated by the production process decreases and energy demand is reduced.

Non-Ferrous Scrap Industry. We also sort, process and package non-ferrous metals, which include aluminum, copper, stainless steel, brass, nickel-based alloys and high-temperature alloys, using similar techniques and through application of our technologies. The geographic markets for purchasing non-ferrous scrap tend to be larger than those for ferrous scrap due to the higher unit value of non-ferrous metals, which justify the cost of shipping over greater distances. Non-ferrous scrap is sold under multi-load commitments or on a single-load spot basis, either mill-direct or through brokers, to intermediate or end-users which include smelters, foundries and aluminum sheet and ingot manufacturers. Secondary smelters, utilizing processed non-ferrous scrap as raw material, can produce non-ferrous metals at a lower cost than primary smelters producing such metals from ore. This is due to the significant savings in energy consumption, environmental compliance and labor costs enjoyed by the secondary smelters. These cost advantages, and the long lead-time necessary to construct new non-ferrous primary smelting facilities, have generally resulted in sustained demand and strong prices for processed non-ferrous scrap during periods of high demand for finished non-ferrous metal products.

We also recycle the platinum group metals (“PGMs”), platinum, palladium, and rhodium, from the substrate material retrieved from catalytic converters. The scrap catalytic device collection market is highly fragmented and characterized by a large number of suppliers dealing with a wide range of volumes. Converters for recycling

 

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are obtained from networks of auto dismantlers, scrap yards, parts dealers and manufacturers. The supply chain network has tended to develop regionally because the economics of collecting and distributing scrap converters to recyclers requires transportation from local scrap yards, often in small batches. Effective procurement is a key competitive strength and a significant barrier to entry as it requires significant knowledge and experience about the PGM loadings in different types of catalytic devices. The purchase price for converters is determined on the basis of PGM market prices and internal estimates of the quantity of PGMs in each converter purchased. Once purchased, the converters are sorted and cut and the substrate material is removed and shipped to third-party processors which remove the PGMs from the substrate material by means of chemical and mechanical processes. Due primarily to the length of time it takes third-party substrate processors to extract the metal content, we use forward sales contracts with these processors to hedge against the possibility of extremely volatile metal prices. The Company also sells whole unprocessed converters.

Minor Metals recycling includes such metals as molybdenum, tungsten, tantalum, niobium, rhenium and chrome. Specialized uses for these elements combined with a lack of abundance relative to traditional base metals results in higher pricing for these recyclable materials.

Discontinued Lead Fabricating

On December 1, 2014, we closed on the sale of substantially all of the assets of our Lead Fabricating operations (“Lead Fabricating”) which included all of Metalico’s operating lead businesses in Alabama, Illinois and California, together with our owned real estate and leasehold interests in those states used by our Lead facilities. Lead Fabricating represented a second reportable segment up until its sale. Thus, we presently operate in one reporting segment.

Business Strategies

Our core business strategy is to grow the operational density of our scrap metal recycling business through greenfield or brownfield projects and through acquisitions or investments in existing, contiguous and new markets. We also seek to enhance our position as a high quality producer of recycled metal products through investments in state-of-the-art equipment and to improve operational density. We focus on increasing our market position for recognition as one of the largest recycled metals processors in our existing regional markets and consistently explore growth opportunities in contiguous and existing markets.

We currently have three scrap metal shredding facilities with access to an extensive feeder yard network for sourcing material, and we continue to expand the feed source for our shredding facilities. In December 2013, we acquired a small auto salvage and parts provider in North East, Pennsylvania and substantially all of the assets of a family-owned scrap iron and metal recycling business with facilities in Warren, Pennsylvania and Olean, New York to support our shredder facility in Buffalo, New York. In 2013, we completed a significant investment in the refurbishment of our shredder and facility in Youngstown, Ohio. In early 2012, our state-of-the-art indoor shredder in Western New York became fully operational. We also acquired certain accounts, equipment and a lease of certain real property to operate a scrap metal recycling facility near Pittsburgh to support our shredder located nearby on Neville Island in the greater Pittsburgh area.

Some of our specific business strategies are:

Improve operating density. We continually seek to improve operating density within our existing geographic market through the expansion of our industrial supplier base. We look to expand our supplier and customer base by marketing our range of services to existing and potential suppliers and consumers as well as by supplementing the activities in our existing platforms with complementary tuck-in acquisitions, or greenfield/brownfield feeder facilities where and as they may become available and when our financial resources permit.

Expand scrap metal recycling. We continue to seek to increase the number of feeder and satellite scrap locations to support our larger platform operations with ferrous and non-ferrous scrap material to the extent our access to capital allows. In addition, we also look to grow through expanding our feeder network by exploring

 

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select joint ventures with metal processors and suppliers. We continue to develop the efficiencies of our auto-shredding capabilities through capital investment in new technologies and better equipment in order to better compete in that segment of the scrap metal recycling industry.

Complete value-creating acquisitions. We target acquisition candidates we believe will earn after-tax returns in excess of our cost of capital. In new markets, we seek to identify platform businesses that can provide market growth and consolidation opportunities. We have had success finding realistically valued acquisition opportunities in markets we target for expansion. However, we often face competition for these targets and we may be dependent on our ability to raise capital in the public markets and given the current difficult operating environment of our industry, that could make these target acquisitions difficult.

Capture benefits of integration. We have historically sought to capture the benefits of business integration whenever possible. For example, with the completion of our indoor shredder in the Buffalo area, a portion of feedstock previously shipped to a company-owned facility in Pittsburgh has been kept local, reducing transportation costs and decreasing the time to process material. Expansion of our current scrap yard network in Western New York enhances the flow of feedstock to our Buffalo shredder operations. For example, feedstock from our Syracuse and Rochester facilities previously sold to third-party shredders is now processed at our shredder. Our 2013 acquisitions complement our existing network of scrap metal collection facilities by providing additional sources of scrap material for our platform facilities within proximity of their locations. This strategy allows our subsidiaries to take advantage of transportation efficiencies, avoid some of the processing costs associated with preparing scrap for sale to third parties, internalize pricing mark-ups and expand service to consumers. Intercompany revenues for the years ended December 31, 2014, 2013 and 2012 were $50.2 million, $45.3 million and $53.3 million, respectively.

Maximize operating efficiencies. Our goal is to continue improving operating efficiency in all business segments in order to maximize operating margins in our business. We have made significant investments in property, plant and equipment designed to make us a more efficient processor, helping us to achieve economies of scale. Over the past few years we have acquired used rail cars at scrap value, nearly all of which were refurbished and put back in service to augment our existing transportation fleet. In 2014, our fleet totaled 142 railcars which we use to improve transportation efficiency and availability. On a Company-wide basis, we continue to invest in new equipment and make improvements to enhance productivity and to protect the environment, such as upgrading non-ferrous separation systems on or shredders and installing oil water collectors/separators in our scrap yards.

Mitigate commodity price risk. We believe that, in most economic environments, an operation with diversification among different metal commodities minimizes our exposure to fluctuations in any single metal market. Ferrous, Non-ferrous and other scrap services and lead based products represented 46.8%, 52.3% and 0.9%, respectively, of our total revenue for the year ended December 31, 2014 as compared to approximately 46.8%, 52.4% and 0.8%, respectively, for the year ended December 31, 2013. Our non-ferrous sales are spread over six primary metals groups: aluminum, stainless steel, red metals, platinum group metals, lead and minor metals.

Rapidly turn inventory in order to minimize exposure to commodity price risk and avoid speculation. We consistently turn inventory in order to minimize exposure to commodity price swings and maintain consistent cash flows, however, this strategy may not protect against significant movements in commodity pricing. We enter into forward sales contracts with PGM substrate processors to limit exposure to rapid and significant fluctuations in platinum prices.

SCRAP METAL RECYCLING

Our recycling operations encompass buying, processing and selling scrap metals. The principal forms in which scrap metals are generated include industrial scrap and obsolete scrap. Industrial scrap is a by-product generated from residual materials from metal product manufacturing processes. Obsolete scrap consists primarily

 

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of residual metals from old or obsolete consumer and industrial products such as doors and window frames, appliances, plumbing fixtures, electrical supply components, automobiles and demolition of structures.

Ferrous Operations

Ferrous Scrap Purchasing. We purchase ferrous scrap from two primary sources: (i) manufacturers who generate steel and iron, known as prompt or industrial scrap; and (ii) scrap dealers, peddlers, auto wreckers, demolition firms, railroads and others who generate steel and iron scrap, known as obsolete scrap. We collect ferrous scrap from sources other than those that are delivered directly to our processing facilities by placing retrieval boxes at these sources. In addition to these sources, we purchase, at auction or through competitive bidding, obsolete steel and iron from large industrial accounts. The primary factors that determine prices are market demand, competitive bidding, and the composition, quality, size, and quantity of the materials.

Ferrous Scrap Processing. We prepare ferrous scrap metal for resale through a variety of methods including sorting, torching, shearing, cutting, baling, breaking and shredding. We produce a number of differently sized and shaped products depending upon consumer specifications and market demand.

 

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Sorting. After purchasing ferrous scrap metal, we inspect the material to determine how it can most efficiently be processed to maximize profitability. In some instances, scrap may be sorted and sold without further processing. We separate scrap for further processing according to its size and metallurgical composition by using conveyor systems, crane-mounted electromagnets and/or grapples.

 

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Torching, Shearing or Cutting. Pieces of oversized ferrous scrap, such as obsolete steel girders and used drill pipes, which are too large for other processing, are cut with hand-held acetylene torches, crane-mounted alligator shears or stationary guillotine shears. After being reduced to specific lengths or sizes, the scrap is then sold and shipped to those consumers who can accommodate larger materials in their furnaces, such as mini-mills.

 

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Shredding. We process discarded consumer products such as vehicles and large household appliances through our shredders to separate ferrous and non-ferrous metals from waste materials. Magnets extract shredded steel and other ferrous materials while a conveyor system carries the remaining non-ferrous metals and non-metallic waste for additional sorting and grading. Shredded ferrous scrap is primarily sold to steel mills seeking a higher consistency of yield and production flexibility that standard ferrous scrap does not offer.

 

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Block Breaking. Obsolete automotive engine blocks are broken into several reusable metal byproducts with specialized machinery that eliminates a labor-intensive process with capability to efficiently and profitably process large volumes. The system also includes two oil/water separation systems that partially recover waste by-product into a re-usable energy source.

 

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Baling. We process light-gauge ferrous metals such as clips and sheet iron, and by-products from industrial manufacturing processes, such as stampings, clippings and excess trimmings, by baling these materials into large, dense, uniform blocks. We use cranes, front-end loaders and conveyors to feed the metal into hydraulic presses, which compress the materials into cubes at high pressure to achieve higher density for transportation and handling efficiency.

 

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Breaking of Furnace Iron. We process cast iron which includes blast cast iron, steel pit scrap, steel skulls and beach iron. Large pieces of iron are broken down by the impact of forged steel balls dropped from cranes. The fragments are then sorted and screened according to size and iron content.

Ferrous Scrap Sales. We sell processed ferrous scrap to end-users such as steel mini-mills, integrated steel makers and foundries, exporters and brokers who aggregate materials for large consumers. Most of our consumers purchase processed ferrous scrap according to a negotiated spot sales contract that establish the price and quantity purchased for the month. The price at which we sell our ferrous scrap depends upon market demand and competitive pricing, as well as quality and grade of the scrap. In many cases, our selling price also includes

 

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the cost of rail, barge or truck transportation to the buyer. Ferrous scrap is shipped via truck, barge and rail transportation. Ferrous scrap transported via truck is sold predominately to mills usually located in Pennsylvania, New York and metropolitan Toronto within eight hours of our recycling facilities. Ferrous scrap transported via rail can be shipped anywhere in the continental United States. Ferrous scrap is also shipped by barge to mills on the Mississippi River and exporters located in the Gulf region. Our recycling facilities ship primarily via rail to consumers in Pennsylvania, Ohio, Illinois, and Indiana and export yards to the east coast. Ferrous scrap metal sales accounted for approximately 46.8% and 46.8% of total revenue for the years ended December 31, 2014 and 2013, respectively. We believe our profitability may be enhanced by our offering a broad product line to a diversified group of scrap metal consumers. Our ferrous scrap sales are accomplished through a centrally managed calendar month sales program.

Non-Ferrous Operations

Non-Ferrous Scrap Purchasing. We purchase non-ferrous scrap from four primary sources: (i) manufacturers and other non-ferrous scrap sources who generate waste aluminum, copper, stainless steel, brass, nickel-based alloys, high-temperature alloys and other metals; (ii) producers of electricity, telecommunication service providers, aerospace, defense, and recycling companies that generate obsolete scrap consisting primarily of copper wire, titanium and high-temperature alloys and used aluminum beverage cans; (iii) peddlers who deliver directly to our facilities material which they collect from a variety of sources and (iv) from auto dismantlers, service station and repair shops, auto shredders and towing operators who traditionally separate catalytic converters from other scrap metal that they may generate. We also collect non-ferrous scrap from sources other than those that are delivered directly to our processing facilities by placing re-usable retrieval boxes at the sources. The boxes are subsequently transported to our processing facilities, usually by company owned trucks.

A number of factors can influence the continued availability of non-ferrous scrap such as the level of manufacturing activity and the quality of our supplier relationships. Consistent with industry practice, we have certain long-standing supply relationships which generally are not the subject of written agreements.

Non-Ferrous Scrap Processing. We prepare non-ferrous scrap metals, principally aluminum, stainless steel, copper and brass for resale by sorting, shearing, wire stripping, cutting, chopping, melting or baling.

 

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Sorting. Our sorting operations separate non-ferrous scrap manually and are aided by conveyor systems and front-end loaders. In addition, many non-ferrous metals are identified and sorted by using spectrometers and by torching. Our ability to identify metallurgical composition is critical to maximizing margins and profitability. Due to the high value of many non-ferrous metals, we can afford to utilize more labor-intensive sorting techniques than are employed in our ferrous operations. We sort non-ferrous scrap for further processing and upgrading according to type, grade, size and chemical composition. Throughout the sorting process, we determine whether the material can be cost effectively processed further and upgraded before being sold.

 

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Copper and Brass. Copper and brass scrap may be processed in several ways. We sort copper predominantly by hand according to grade, composition and size. We package copper and brass scrap by baling, boxing and other repacking methods to meet consumer specifications.

 

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Aluminum and Stainless Steel. We process aluminum and stainless steel based on type of alloy and, where necessary, size pieces to consumer specifications. Large pieces of aluminum or stainless steel are cut using crane-mounted alligator shears and stationary guillotine shears and may be baled individually along with small stampings to produce large bales of aluminum or stainless steel. We also recover aluminum from consumer products such as vehicles and large household appliances through our shredding operations. Smaller pieces of aluminum and stainless steel are boxed individually and repackaged to meet consumer specifications.

 

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Thermal Technology. Our aluminum smelting and recovery facility in Syracuse, New York uses a reverberatory furnace for melting various forms of aluminum scrap providing higher throughput, expanded feedstock and greater recovery efficiencies.

 

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Platinum Group Metal Metals. We recover PGMs from scrap ceramic substrate automobile catalytic converters, scrap metal substrate automotive catalysts as well as from catalysts used in stationary and other industrial applications. The converter substrate is removed from the stainless steel shell of used catalytic converters through the use of hydraulic shears or other mechanical means. Once de-canned, the converter substrate material is aggregated and shipped to several third-party processors which recover the PGMs from the substrate material by means of chemical and mechanical processes.

 

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Other Non-Ferrous Materials. We process other non-ferrous metals, including minor metals, using similar cutting, baling and repacking techniques as are used to process copper and brass. Other significant non-ferrous metals we process come from such sources as titanium and high-temperature nickel-based alloys which are often identified with spectrometers and hand sorted to achieve maximum value. Certain processed minor metals may require third-party processing and refining to separate the desired higher value minor metal from other elements. While third-party processing adds costs to the product, it often produces a much higher grade of raw material for sale.

Non-Ferrous Scrap Sales. We sell processed non-ferrous scrap to end-users such as specialty steelmakers, foundries, aluminum sheet and ingot manufacturers, copper refineries and smelters, and brass and bronze ingot manufacturers and exporters. Prices for non-ferrous scrap are driven by demand for finished non-ferrous metal goods and by the general level of national and international economic activity, with prices generally linked to quotations for primary metal on the London Metal Exchange or COMEX Division of the New York Mercantile Exchange. Suppliers and consumers of non-ferrous metals also use these exchanges to hedge against metal price fluctuations by buying or selling futures contracts. PGM sales are primarily based on the volume and price of PGMs recovered from processing catalytic converters. The value in PGMs is significant enough that it is even profitable to recover minute particles of precious metal from the dust that ends up in the recycling plant’s air handling system. Scrap steel from the tail pipes of the exhaust sections as well as the metal casing of the catalytic converters generates revenues based on the market prices of stainless steel. Most of our consumers purchase processed non-ferrous scrap according to a negotiated spot sales contract that establishes the price and quantity. Non-ferrous scrap is shipped predominately via third-party truck to consumers generally located east of the Mississippi River. Non-ferrous metal sales including PGM and Minor Metal sales accounted for approximately 52.3% and 52.4% of our total revenue for the years ended December 31, 2014 and 2013, respectively. We do not use futures contracts to hedge prices for our non-ferrous products.

Competition

The markets for scrap metals are highly competitive, both in the purchase of raw scrap and the sale of processed scrap. We compete to purchase raw scrap with numerous independent recyclers and large public scrap processors as well as larger and smaller scrap companies engaged only in collecting industrial scrap. Many of these recycling operations have substantially greater financial, marketing and other resources. Successful procurement of materials is determined primarily by the price and promptness of payment for the raw scrap and the proximity of the processing facility to the source of the unprocessed scrap.

We believe the increase in purchase competition over the past few years has negatively impacted our profit margins in most of our local markets. We compete in a global market with regard to the sale of processed scrap. Competition for sales of processed scrap is based primarily on the price, quantity and quality of the scrap metals, as well as the level of service provided in terms of consistency of quality, reliability and timing of delivery. Our competitive advantage derives from our ability to source and process substantial volumes, deliver a broad, reliable, high quality product line to consumers, transport the materials efficiently, and sell scrap in regional, national and international markets and to provide other value-added services to our suppliers and consumers.

 

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We occasionally face competition for purchases of unprocessed scrap from producers of steel products, such as integrated steel mills and mini-mills that have vertically integrated their current operations by entering the scrap metal recycling business. Many of these producers have substantially greater financial, marketing and other resources. Scrap metals processors also face competition from substitutes for prepared ferrous scrap, such as pre-reduced iron pellets, hot briquetted iron, pig iron, iron carbide and other forms of processed iron. The increased availability and cost of substitutes for ferrous scrap could result in a decreased demand for processed ferrous scrap, which could result in lower prices for such products.

Seasonality and Other Conditions

Our Scrap Metal Recycling business generally experiences seasonal slowness in the month of July and winter months, as customers tend to reduce production and inventories and winter weather impacts construction and demolition activity. In addition, periodic maintenance shutdowns or labor disruptions at our larger customers may have an adverse impact on our operations. Our operations can be adversely affected as well by protracted periods of inclement weather or reduced levels of industrial production, which may reduce the volume of material processed at our facilities.

Employees

At March 1, 2015, we had 549 employees. Twenty-one employees located at the scrap processing facility in Akron, Ohio, approximately 4% of the Company’s continuing workforce, were covered by a collective bargaining agreement with the Chicago and Midwest Regional Joint Board. On June 26, 2014, the members of the Joint Board ratified a new three-year contract that expires on June 25, 2017.

A strike or work stoppage could impact our ability to operate our Akron facility. Our profitability could be adversely affected if increased costs associated with any future labor contracts are not recoverable through productivity improvements, price increases or cost reductions. We believe that we have good relations with our employees. However, there can be no guarantee that future contract negotiations will be successful or completed without a work stoppage.

Segment Reporting

On December 1, 2014, the Company divested the assets and liabilities of its former Lead Fabricating segment which comprised the entirety of its former Lead fabricating reportable segment. The operating results of the former Lead Fabricating segment have been reclassified into discontinued operations in the condensed consolidated statements of operations and cash flows. Prior period amounts were conformed to the current period presentation.

AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy these documents at the SEC’s Public Reference Room, which is located at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the SEC’s Public Reference Room. In addition, the SEC maintains an Internet website at www.sec.gov which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

We make available at no cost on our website, www.metalico.com, our reports to the SEC and any amendments to those reports as soon as reasonably practicable after we electronically file or furnish such reports to the SEC. Interested parties should refer to the Investors link on the home page of our website located at www.metalico.com. Information contained on our website is not incorporated into this report. In addition, our Code of Business Conduct and Ethics and our Insider Trading Policy, and the charters for the Board of Directors’ Audit Committee, Compensation Committee and Nominating Committee, all of which were adopted by our

 

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Board of Directors, can be found on the Company’s website through the Corporate Governance link on the Investors page. We will provide these governance documents in print to any stockholder who requests them. Any amendment to, or waiver of, any provision of the Code of Ethics and any waiver of the Code of Business Conduct and Ethics for directors or executive officers will be disclosed on our website under the Corporate Governance link.

 

Item 1A.

Risk Factors

Set forth below are risks that we believe are material to our business operations. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations.

Risks Relating To Our Business

Prices of commodities we own are volatile, which may adversely affect our operating results and financial condition.

Although we seek to turn over our inventory of raw or processed scrap metals as rapidly as markets dictate, we are exposed to commodity price risk during the period that we have title to products that are held in inventory for processing and/or resale. Prices of commodities, including scrap metals, have been extremely volatile and we expect this volatility to continue. Such volatility can be due to numerous factors beyond our control, including:

 

•

general domestic and global economic conditions, including metal market conditions;

 

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competition;

 

•

the financial condition of our major suppliers and consumers;

 

•

the availability of imported finished metal products;

 

•

international demand for U.S. scrap;

 

•

the availability and relative pricing of scrap metal substitutes;

 

•

import duties and tariffs;

 

•

currency exchange rates;

 

•

geopolitical unrest

 

•

demand from exchange traded funds; and

 

•

domestic and international labor costs.

Although we have historically attempted to raise the selling prices of our scrap recycling products in response to an increasing price environment, competitive conditions may limit our ability to pass on price increases to our consumers. In a decreasing price environment, we may not have the ability to recoup the cost of raw materials used in fabrication and raw scrap we process and sell to our consumers.

The volatile nature of metal commodity prices makes it difficult for us to predict future revenue trends as shifting international and domestic demand can significantly impact the prices of our products, supply and demand for our products and affect anticipated future results. Most of our consumers purchase processed non-ferrous scrap according to a negotiated spot sales contract that establishes the price and quantity purchased for the month. We use forward sales contracts with PGM substrate processors to hedge against extremely volatile PGM metal prices. In the event our hedging strategy is not successful, our operating margins and operating results can be materially and adversely affected. In addition, the volatility of commodity prices and variability of yields, and the resulting unpredictability of revenues and costs, can adversely and materially affect our operating margins and other results of operations.

 

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The profitability of all of our scrap metal recycling operations depends, in part, on the availability of an adequate source of supply.

We depend on scrap for our operations and acquire our scrap inventory from numerous sources. These suppliers generally are not bound by long-term contracts and have no obligation to sell scrap metals to us. In periods of low industry prices, suppliers may elect to hold scrap waiting for higher prices. If an adequate supply of scrap metal is not available to us, we would be unable to process metals at desired volumes and our results of operations and financial condition would be materially and adversely affected.

The cyclicality of our industry could negatively affect our sales volume and revenues.

The operating results of the metal recycling industry in general, and our operations specifically, are highly cyclical in nature. They tend to reflect and be amplified by general economic conditions, both domestically and internationally. Historically, in periods of national recession or periods of slowing economic growth, the operating results of metal recycling companies have been materially and adversely affected. For example, during recessions or periods of slowing economic growth, the automobile and the construction industries typically experience major cutbacks in production, resulting in decreased demand for steel, copper and aluminum. Cutbacks in the automotive and construction industries can cause significant fluctuations in supply, demand and pricing for our products, which can materially and adversely affect our results of operations and financial condition. Our ability to withstand significant economic downturns that we may encounter in the future will depend in part on our levels of debt and equity capital, operating flexibility and access to liquidity.

The volatility of the import and export markets may adversely affect our operating results and financial condition.

Our business may be adversely affected by increases in steel imports into the United States which will generally have an adverse impact on domestic steel production and a corresponding adverse impact on the demand for scrap metals domestically. Our operating results could also be negatively affected by strengthening or weakening in the US dollar. Recent US dollar strength has weakened overseas buyers demand for scrap exported from the US and are finding price favorable alternatives to source material. This is in turn has kept recycled scrap normally bound for export to remain in the US, increasing available supply, resulting in lower selling prices. Export markets, including Asia and the Middle East and in particular China and Turkey, are important to the scrap metal recycling industry. In addition to currency implications, weakness in economic conditions in these export markets and in particular slowing growth in China as well as economic weakness and political uncertainty in Turkey or their consumers, could negatively affect us further.

An impairment in the carrying value of goodwill or other acquired intangibles could negatively affect our operating results and net worth.

The carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other intangibles represents the fair value of supplier lists, trademarks, trade names and other acquired intangibles. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated by our management at least annually for impairment. Events and conditions that could result in impairment include changes in the industries in which we operate, as well as competition, a significant product liability or environmental claim, or other factors leading to reduction in forecasted sales or profitability. At December 31, 2014, we performed our annual impairment test on all of our intangible assets. Based on lower forecasted margins resulting from competitive pressures and a sharp decline in metal commodity prices, we recorded goodwill impairment charges of $3.9 million at our Bradford, Pennsylvania scrap recycling unit. We also closed our waste transfer station in Rochester, New York, a component of our New York scrap recycling reporting unit which resulted in an additional goodwill impairment charge of $1.2 million. We also recorded $6.0 million in impairment charges to the carrying value of other intangible assets consisting of $3.8 million supplier lists and $2.2 million in non-compete agreements. The impaired supplier lists were comprised of $1.5 million for Akron,

 

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Ohio; $425,000 for Youngstown, Ohio $992,000 for our Bradford, Pennsylvania location and $871,000 to the supplier list at our Cleveland, Ohio joint venture location due to its dissolution. We also recorded an impairment charge of $1.0 million to non-compete covenants at our Bradford, Pennsylvania location as the likelihood of competition from the covenant parties was not probable. An impairment charge of $1.2 million was also recorded on the non-compete covenant at our Cleveland Ohio facility as the non-compete was no longer enforceable upon dissolution of the joint venture.

Going forward, if, upon performance of an impairment assessment, it is determined that such assets are impaired, additional impairment charges may be recognized by reducing the carrying amount and recording a charge against earnings. Should current economic and equity market conditions deteriorate, it is possible that we could have additional material impairment charges against earnings in a future period.

Our recurring losses from operations have raised substantial doubt regarding our ability to continue as a going concern.

Our recurring losses from operations raise substantial doubt about our ability to continue as a going concern, and as a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of and for the year ended December 31, 2014 with respect to this uncertainty. This going concern opinion, and any future going concern opinion, could materially limit our ability to raise additional capital. We have incurred significant losses in the last several years and we may not become profitable in the future. The perception that we may not be able to continue as a going concern may cause business partners or investors to choose not to deal with us due to concerns about our ability to meet our contractual and financial obligations.

We have had substantial losses and expect to incur losses in the future.

We have incurred substantial net losses of $44.4 million, $34.8 million and $13.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. These net losses included non-cash impairment charges to goodwill and other intangible assets of $11.2 million, $38.7 million and $19.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, we had an accumulated deficit of $82.4 million. We expect our losses to continue until such time as the demand for scrap metal improves and the economics of buying, processing and selling scrap material provides sufficient gross margins to enable profitable operations. These losses have had, and will continue to have, an adverse effect on our working capital, total assets, and stockholders’ equity. Our inability to achieve and then sustain profitability would have a material adverse effect on our results of operations and business.

Our significant indebtedness may adversely affect our ability to obtain additional funds and may increase our vulnerability to economic or business downturns.

As of December 31, 2014, the total principal amount of our debt outstanding was $79.4 million. Subject to certain restrictions, exceptions and financial tests set forth in certain of our debt instruments, we may incur additional indebtedness in the future. We anticipate our debt service payment obligations during 2015, excluding payment of interest in-kind on our New Series Convertible Notes, will be approximately $11.0 million, comprised of principal of $6.5 million and interest of $4.5 million. As of December 31, 2014, approximately $51.4 million of our debt accrued interest at variable rates. We may experience material increases in our interest expense as a result of increases in general interest rate levels. Based on actual amounts outstanding as of December 31, 2014, if the interest rate on our variable rate debt were to increase by 1%, our annual debt service payment obligations would increase by $141,000 due to interest rate floors on certain of our variable rate debt. The degree to which we are leveraged could have important negative consequences to the holders of our securities, including the following:

 

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we are exposed to general domestic and global economic conditions, including metal market conditions;

 

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•

a substantial portion of our cash flow from operations will be needed to pay debt service and will not be available to fund future operations;

 

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we have increased vulnerability to adverse general economic and metal recycling industry conditions; and

 

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we may be vulnerable to higher interest rates because interest expense on borrowings under our loan agreement is based on margins over a variable base rate.

We continue to rely on borrowings under our senior credit facility and from other lenders to operate our business. However, we may have insufficient availability under our existing credit facility or the ability to borrow from other lenders to pay off maturing debt obligations

Our debt agreements contain covenants that restrict our ability to engage in certain transactions and may restrict our ability to operate our business and failure to comply with the terms of such agreements could result in a default that could have material adverse consequences for us.

Under our senior credit agreement, we are required to satisfy specified financial covenants, including a maximum leverage ratio whereby our total debt may not exceed a certain multiple of our trailing twelve months earnings before interest tax, depreciation and amortization (“EBITDA”) and a limit on our maximum capital expenditures. We have in the past been in default under certain of our prior loan facilities, but we obtained retroactive covenant modifications or had noncompliance waived in each case. In addition, we have in the past adjusted covenants contained in our prior loan facilities to protect against noncompliance and prepaid some of our outstanding debt. Our ability to comply with these specified financial covenants and other covenants may be affected by general economic and industry conditions, as well as market fluctuations in metal prices and other events beyond our control. We do not know if we will be able to satisfy all such covenants in the future. Our breach of any of the covenants contained in agreements governing our indebtedness, including our senior credit agreement, could result in a default under such agreements.

In the event of a default, a lender could elect not to make additional loans to us, could require us to repay some of our outstanding debt prior to maturity, and/or to declare all amounts borrowed by us, together with accrued interest, to be due and payable. In the event that this occurs, we would be unable to repay all such accelerated indebtedness.

We have pledged substantially all of our assets to secure our borrowings.

Any indebtedness that we incur under our existing senior credit agreement is secured by substantially all of our assets. If we default under the indebtedness secured by our assets, those assets would be available to the secured creditors to satisfy our obligations to the secured creditors.

We may not generate sufficient cash flow to service all of our debt obligations.

Our ability to make payments on our indebtedness and to fund our operations depends on our ability to generate cash in the future. Our future operating performance is subject to market conditions and business factors that are beyond our control. We might not be able to generate sufficient cash flow to pay the principal and interest on our debt. If our cash flows and capital resources are insufficient to allow us to make scheduled payments on our debt, we may have to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our debt. The terms of our debt, including the security interests granted to our lenders, might not allow for these alternative measures, and such measures might not satisfy our scheduled debt service obligations. In addition, in the event that we are required to dispose of material assets or restructure or refinance our debt to meet our debt obligations, we cannot assure you as to the terms of any such transaction or how quickly such transaction could be completed.

 

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We may seek to make acquisitions that may prove unsuccessful or strain or divert our resources.

From time to time, we evaluate potential acquisitions. We may not be able to complete any acquisitions on favorable terms or at all. Acquisitions present risks that could materially and adversely affect our business and financial performance, including:

 

•

the diversion of our management’s attention from our everyday business activities;

 

•

the contingent and latent risks associated with the past operations of, and other unanticipated problems arising in, the acquired business, including managing such acquired businesses either through our senior management team or the management of such acquired business; and

 

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the need to expand management, administration and operational systems.

If we make such acquisitions we cannot predict whether:

 

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we will be able to successfully integrate the operations and personnel of any new businesses into our business;

 

•

we will realize any anticipated benefits of completed acquisitions;

 

•

economic conditions could deteriorate after closing; or

 

•

there will be substantial unanticipated costs associated with acquisitions, including potential costs associated with environmental liabilities undiscovered at the time of acquisition.

In addition, future acquisitions by us may result in:

 

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potentially dilutive issuances of our equity securities;

 

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the incurrence of additional debt;

 

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restructuring charges; and

 

•

the recognition of significant charges for depreciation and amortization related to intangible assets.

We may in the future make investments in or acquire companies or commence operations in businesses and industries that are outside of those areas that we have operated historically. We cannot assure that we will be successful in managing any new business. If these investments, acquisitions or arrangements are not successful, our earnings could be materially adversely affected by increased expenses and decreased revenues.

The markets in which we operate are highly competitive. Competitive pressures from existing and new competitors could have a material adverse effect on our financial condition and results of operations.

The markets for scrap metal are highly competitive, both in the purchase of raw scrap and the sale of processed scrap. We compete to purchase raw scrap with numerous independent recyclers, large public scrap processors and smaller scrap companies. Successful procurement of materials is determined primarily by the price and promptness of payment for the raw scrap and the proximity of the processing facility to the source of the unprocessed scrap. We occasionally face competition for purchases of unprocessed scrap from producers of steel products, such as integrated steel mills and mini-mills, which have vertically integrated their operations by entering the scrap metal recycling business. Many of these producers have substantially greater financial, marketing and other resources. Our operating costs could increase as a result of competition with these other companies for raw scrap.

We compete in a global market with regard to the sale of processed scrap. Competition for sales of processed scrap is based primarily on the price, quantity and quality of the scrap metals, as well as the level of service provided in terms of consistency of quality, reliability and timing of delivery. To the extent that one or

 

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more of our competitors becomes more successful with respect to any key factor, our ability to attract and retain consumers could be materially and adversely affected. We are also subject to competition from foreign sources where scrap material can be imported into the U.S. due to unfavorable currency exchange rates competing with us in the U.S. domestic market. Our scrap metal processing operations also face competition from substitutes for prepared ferrous scrap, such as pre-reduced iron pellets, hot briquetted iron, pig iron, iron carbide and other forms of processed iron. The availability of substitutes for ferrous scrap could result in a decreased demand for processed ferrous scrap, which could result in lower prices for such products.

Unanticipated disruptions in our operations or slowdowns by our shipping companies could adversely affect our ability to deliver our products, which could materially and adversely affect our revenues and our relationship with our consumers.

Our ability to process and fulfill orders and manage inventory depends on the efficient and uninterrupted operation of our facilities. In addition, our products are usually transported to consumers by third-party truck, rail carriers and barge services. As a result, we rely on the timely and uninterrupted performance of third party shipping companies and dock workers. Any interruption in our operations or interruption or delay in transportation services could cause orders to be canceled, lost or delivered late, goods to be returned or receipt of goods to be refused or result in higher transportation costs. As a result, our relationships with our consumers and our revenues and results of operations and financial condition could be materially and adversely affected.

Our operations consume large amounts of electricity and natural gas, and shortages, supply disruptions or substantial increases in the price of electricity and natural gas could adversely affect our business.

The successful operation of our facilities depends on an uninterrupted supply of electricity. Accordingly, we are at risk in the event of an energy disruption. The electricity industry has been adversely affected by shortages in regions outside of the locations of our facilities. Prolonged black-outs or brown-outs or disruptions caused by natural disasters such as hurricanes or flooding would substantially disrupt our production. Any such disruptions could materially and adversely affect our operating results and financial condition. Electricity prices are volatile and are expect to remain so in the near future. Additional prolonged substantial increases would have an adverse effect on the costs of operating our facilities and would negatively impact our gross margins unless we were able to fully pass through the additional expense to our consumers.

We depend on an uninterrupted supply of natural gas in our aluminum de-ox facilities. Supply for natural gas depends primarily upon the number of producing natural gas wells, wells being drilled, completed and re-worked, the depth and drilling conditions of these wells and access to dependable methods of delivery. The level of these activities is primarily dependent on current and anticipated natural gas prices. Many factors, such as the supply and demand for natural gas, the impact of severe weather, general economic conditions, political instability or armed conflict in worldwide natural gas producing regions and global weather patterns including natural disasters such as hurricanes affect these prices. Natural gas prices in the past have been very volatile. Additional prolonged substantial increases would have an adverse effect on the costs of operating our facilities and would negatively impact our gross margins unless we were able to fully pass through the additional expense to our consumers. We purchase most of our electricity and natural gas requirements in local markets for relatively short periods of time. As a result, fluctuations in energy prices can have a material adverse effect on the costs of operating our facilities and our operating margins and cash flow.

The loss of any member of our senior management team or a significant number of our managers could have a material adverse effect on our ability to manage our business.

Our operations depend heavily on the skills and efforts of our senior management team, including Carlos E. Agüero, our Chairman, President and Chief Executive Officer, Michael J. Drury, our Executive Vice-President and Chief Operating Officer; and the other employees who constitute our executive management team. In addition, we rely substantially on the experience of the management of our subsidiaries with regard to

 

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day-to-day operations. We cannot give assurance that we will be able to retain the services of any of these individuals. We face intense competition for qualified personnel, and many of our competitors have greater resources than we have to hire qualified personnel. The loss of any member of our senior management team or a significant number of managers could have a material adverse effect on our ability to manage our business.

The concentration of our consumers and our exposure to credit risk could have a material adverse effect on our results of operations and financial condition.

Sales to our ten largest consumers represented approximately 45.2% of consolidated net sales for the year ended December 31, 2014 and 47.6% of consolidated net sales for the year ended December 31, 2013. Sales to our largest consumer represented approximately 8.6% of consolidated net sales for the year ended December 31, 2014 and 5.8% of consolidated net sales for the year ended December 31, 2013. In connection with the sale of our products, we generally do not require collateral as security for consumer receivables. We maintain credit insurance on certain customers to reduce our risk of loss on a portion of the balances owed to us however it may not entirely protect us from loss. We have significant balances owing from some consumers that operate in cyclical industries and under leveraged conditions that may impair the collectability of those receivables. The loss of a significant consumer or our inability to collect accounts receivable would negatively impact our revenues and profitability and could materially and adversely affect our results of operations and financial condition.

A significant increase in the use of scrap metal alternatives by current consumers of processed scrap metals could reduce demand for our products.

During periods of high demand for scrap metals, tightness can develop in the supply and demand balance for ferrous scrap. The relative scarcity of ferrous scrap, particularly the “cleaner” grades, and its high price during such periods have created opportunities for producers of alternatives to scrap metals, such as pig iron and direct reduced iron pellets, to offer their products to our consumers. Although these alternatives have not been a major factor in the industry to date, the use of alternatives to scrap metals may proliferate in the future if the prices for scrap metals rise or if the levels of available unprepared ferrous scrap decrease. As a result, we may be subject to increased competition which could adversely affect our revenues and materially and adversely affect our operating results and financial condition.

The scrap metal recycling market is subject to demand from the steel making industry and other industries which rely on different metals as raw material to make finished product.

Demand for scrap metal from the mills and foundries to whom we sell to and who use it as raw material is subject to demand for their finished products. Weakness in such industries as the mining, oil and gas exploration, automobile manufacturing ultimately lessens demand for scrap metal. Periods of low demand from these industries have a negative effect on scrap metal prices and have a negative impact to the carrying value of our inventory and our operating results.

In order to maintain the supply line of catalytic converters for our PGM recycling operations, we make unsecured advances to vendors. A significant downturn in the price of platinum group metals could result in the loss of a significant portion of those unsecured advances.

Vendor advances consist principally of unsecured advances to suppliers for purchase of catalytic converters for recycling. These advances are necessary in order to maintain the supply line of catalytic converters. Management works diligently to monitor such advances. As of December 31, 2014, advances to converter vendors totaled $318,000, and were reduced by an allowance of $49,000 for uncollectible advances. Net advances of $269,000 were reported in prepaid and other current assets in the consolidated balance sheet as of December 31, 2014. A significant downturn in the price of platinum group metals could result in the loss of a significant portion of these advances and have a negative impact to our operating results.

 

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Our operations are subject to stringent regulations, particularly under applicable environmental laws, which could subject us to increased costs.

The nature of our business and previous operations by others at facilities owned or operated by us make us subject to significant government regulation, including stringent environmental laws and regulations. Among other things, these laws and regulations impose comprehensive statutory and regulatory requirements concerning, among other matters, the treatment, acceptance, identification, storage, handling, transportation and disposal of industrial by-products, hazardous and solid waste materials, waste water, storm water effluent, air emissions, soil contamination, surface and ground water pollution, employee health and safety, operating permit standards, monitoring and spill containment requirements, zoning, and land use, among others. Various laws and regulations set prohibitions or limits on the release of contaminants into the environment. Such laws and regulations also require permits to be obtained and manifests to be completed and delivered in connection with the operations of our businesses, and in connection with any shipment of prescribed materials so that the movement and disposal of such material can be traced and the persons responsible for any mishandling of such material can be identified. This regulatory framework imposes significant actual, day-to-day compliance burdens, costs and risks on us. Violation of such laws and regulations may and do give rise to significant liability, including fines, damages, fees and expenses, and closure of a site. Generally, the governmental authorities are empowered to act to clean up and remediate releases and environmental damage and to charge the costs of such cleanup to one or more of the owners of the property, the person responsible for the release, the generator of the contaminant and certain other parties or to direct the responsible party to take such action. These authorities may also impose a penalty or other liens to secure the parties’ reimbursement obligations.

Environmental legislation, regulation and enforcement continue to evolve and it is possible that we will be subject to even more stringent environmental standards in the future. For these reasons, future capital expenditures for environmental control facilities cannot be predicted with accuracy; however, as environmental control standards become more stringent, our compliance expenditures could increase substantially. Due to the nature of our scrap metal recycling business, it is likely that inquiries or claims based upon environmental laws may be made in the future by governmental bodies or individuals against us and any other scrap metal recycling entities that we may acquire. The location of some of our facilities in urban areas may increase the risk of scrutiny and claims. We cannot predict whether any such future inquiries or claims will in fact arise or the outcome of such matters. Additionally, it is not possible to predict the amounts of all capital expenditures or of any increases in operating costs or other expenses that we may incur to comply with applicable environmental requirements, or whether these costs can be passed on to consumers through product price increases.

Moreover, environmental legislation has been enacted, and may in the future be enacted, to create liability for past actions that were lawful at the time taken but that have been found to affect the environment and to create public rights of action for environmental conditions and activities. As is the case with scrap metal recycling in general, if damage to persons or the environment has been caused, or is in the future caused, by hazardous materials activities of us or our predecessors, we may be fined and held liable for such damage. In addition, we may be required to remedy such conditions and/or change procedures. Thus, liabilities, expenditures, fines and penalties associated with environmental laws and regulations might be imposed on us in the future, and such liabilities, expenditures, fines or penalties might have a material adverse effect on our results of operations and financial condition.

We are subject to potential liability and may also be required from time to time to clean up or take certain remedial action with regard to sites currently or formerly used in connection with our operations. Furthermore, we may be required to pay for all or a portion of the costs to clean up or remediate sites we never owned or on which we never operated if we are found to have arranged for transportation, treatment or disposal of pollutants or hazardous or toxic substances on or to such sites. We are also subject to potential liability for environmental damage that our assets or operations may cause nearby landowners, particularly as a result of any contamination of drinking water sources or soil, including damage resulting from conditions existing prior to the acquisition of such assets or operations. Any substantial liability for environmental damage could materially adversely affect our operating results and financial condition, and could materially adversely affect the marketability and price of our stock.

 

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Certain of our sites are contaminated, and we are responsible for certain off-site contamination as well. Such sites may require investigation, monitoring and remediation. The existence of such contamination may result in federal, local and/or private enforcement or cost recovery actions against us, possibly resulting in disruption of our operations, and/or substantial fines, penalties, damages, costs and expenses being imposed against us. We expect to require future cash outlays as we incur costs relating to the remediation of environmental liabilities and post-remediation compliance. These costs may have a material adverse effect on our results of operations and financial condition.

Environmental impairment liability insurance is prohibitively expensive and limited in the scope of its coverage. Our general liability insurance policies in most cases do not cover environmental damage. If we incur significant liability for environmental damage not covered by insurance; or for which we have not adequately reserved; or for which we are not adequately indemnified by third parties; our results of operations and financial condition could be materially adversely affected.

In the past we have upon occasion been found not to be in compliance with certain environmental laws and regulations, and have incurred fines associated with such violations which have not been material in amount. We may in the future incur additional fines associated with similar violations. We have also paid some or all of the costs of certain remediation actions at certain sites. On occasion these costs have been material. Material fines, penalties, damages and expenses resulting from additional compliance issues and liabilities might be imposed on us in the future.

Due diligence reviews in connection with our acquisitions to date and environmental assessments of our operating sites conducted by independent environmental consulting firms have revealed that some soil, surface water and/or groundwater contamination, including various metals, arsenic, petrochemical byproducts, waste oils and volatile organic compounds, is present at certain of our operating sites. Based on our review of these reports, we believe that it is possible that migratory contamination at varying levels may exist at some of our sites, and we anticipate that some of our sites could require investigation, monitoring and remediation in the future. Moreover, the costs of such remediation could be material. The existence of contamination at some of our facilities could adversely affect our ability to sell these properties if we choose to sell such properties, and may generally require us to incur significant costs to take advantage of any future selling opportunities.

We believe that we are currently in material compliance with applicable statutes and regulations governing the protection of human health and the environment, including employee health and safety. We can give no assurance, however, that we will continue to be in compliance or to avoid material fines, penalties and expenses associated with compliance issues in the future.

Our operations are increasingly being subject to stringent regulations which could make it more difficult to buy scrap metal.

Several jurisdictions where we buy scrap metal have passed ordinances that require significant record keeping on who we purchase material from and the type of material we buy. Other jurisdictions do not permit us to use cash to pay for material. Our locations subject to these rules have instituted necessary procedures to comply with these requirements. Vendors who sell material to us may be deterred from having to submit to the information requirements and payment restrictions and may seek other scrap metal buyers with less stringent buying practices. These regulations may have an effect on our ability to maintain scrap material flows at competitive prices and could impact our operating results.

If more of our employees become members of unions, our operations could be subject to interruptions, which could adversely affect our results of operations and cash flow.

As of December 31, 2014, twenty-one employees located at our scrap processing facility in Akron, Ohio, approximately 4% of our workforce were represented by the Chicago and Midwest Regional Joint Board and

 

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were covered by a collective bargaining agreement. On June 26, 2014, the members of the Joint Board ratified a new three-year contract that expires on June 25, 2017. Although we are not aware at this time of any current attempts to organize other employees of ours, our employees may organize in the future. If we are unable to successfully negotiate the terms of renewals of the contracts governing our employees in the future or if we experience any extended interruption of operations at any of our facilities as a result of strikes or other work stoppages, our results of operations and cash flows could be materially and adversely affected.

Our operations present significant risk of injury or death. We may be subject to claims that are not covered by or exceed our insurance and we may be subject to new laws which could impact our ability to secure certain insurances or increase the cost of obtaining certain insurance.

Because of the heavy industrial activities conducted at our facilities, there exists a risk of injury or death to our employees or other visitors, notwithstanding the safety precautions we take. Our operations are subject to regulation by federal, state and local agencies responsible for employee health and safety, including the Occupational Safety and Health Administration (“OSHA”), which has from time to time levied fines against us for certain isolated incidents. While we have in place policies to minimize such risks, we may nevertheless be unable to avoid material liabilities for any employee death or injury that may occur in the future. These types of incidents may not be covered by or may exceed our insurance coverage and may have a material adverse effect on our results of operations and financial condition. Also, changes in the ability of injured employees in certain jurisdictions to make claims for injuries sustained on the job has impacted insurers’ willingness to extend certain types of coverage or increased our cost to obtain certain coverage.

Our business is seasonal and affected by weather conditions, which could have an adverse effect on our revenues and operating results.

Our scrap metal recycling business generally experiences seasonal slowness in the months of July and December, as consumers tend to reduce production and inventories. In addition, periodic maintenance shutdowns or labor disruptions at our larger consumers may have an adverse impact on our operations. Our operations can also be adversely affected by periods of inclement weather, particularly during the winter, which can adversely impact industrial and construction activity as well as transportation and logistics.

We face certain product liability and warranty claims that may harm our business.

Our operations expose us to product liability claims if our products cause injury or are otherwise found to be defective. Regardless of their merit or eventual outcome, product liability claims may be time consuming and costly to defend and may result in decreased demand for a product, injury to our reputation and loss of revenues. Thus, whether or not we are insured, a product liability claim or product recall may result in losses that could be material. In addition, if we fail to meet contractual requirements for a product, we may be subject to product warranty costs and claims. These costs could both have a material adverse effect on our financial condition and results of operations and harm our reputation.

We intend to develop “greenfield” projects which are subject to risks commonly associated with such projects.

We intend to develop “greenfield” projects, either on our own or through joint ventures. There are risks commonly associated with the start-up of such projects which could result in operating difficulties or delays in the start-up period. We are also subject to capital constraints that may limit our ability to undertake such projects. These risks and constraints may cause us not to achieve our planned production, timing, quality, environmental or cost projections, which could have a material adverse effect on our results of operations, financial condition and cash flows. These risks include, without limitation, difficulties in obtaining permits, equipment failures or damage, errors or miscalculations in engineering, design specifications or equipment manufacturing, faulty construction or workmanship, defective equipment or installation, human error, industrial accidents, weather conditions, failure to comply with environmental and other permits, and complex integration of processes and equipment.

 

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Our industry is exposed to certain risks due to the bulk nature of materials that require quantity estimates.

Our operations involve the intake, processing, and transport of bulk materials. Although we make diligent efforts to monitor and confirm exact amounts of inventory at all phases of our operations, inventory counts from time to time may include estimates of material. We believe our estimates to be reasonable and we apply various internal controls (including, among other methods, weighing deliveries and rolling inventory balances using quantities bought and sold) to check their validity.

Risks Relating to Our Common Stock

We do not expect to pay any dividends for the foreseeable future. Our stockholders may never obtain a return on their investment.

We have never declared or paid dividends on our common stock, and we do not expect to pay cash dividends on our common stock in the foreseeable future. Instead, we anticipate that all our earnings, if any, in the foreseeable future will be used to finance the operation and growth of our business. In addition, our ability to pay dividends to holders of our capital stock is limited by our senior secured credit facilities, term notes and our outstanding convertible notes. Any future determination to pay dividends on our common stock is subject to the discretion of our Board of Directors and will depend upon various factors, including, without limitation, our results of operations and financial condition.

Our certificate of incorporation, our bylaws, our stockholder rights plan, Delaware law and certain instruments binding on us contain provisions that could discourage a change in control.

Some provisions of our certificate of incorporation, bylaws and stockholder rights plan, as currently in effect, as well as Delaware law, may be deemed to have an anti-takeover effect or may delay or make more difficult an acquisition or change in control not approved by our Board of Directors, whether by means of a tender offer, open market purchases, a proxy contest or otherwise. These provisions could have the effect of discouraging third parties from making proposals involving an acquisition or change in control, although such a proposal, if made, might be considered desirable by a majority of our stockholders. These provisions may also have the effect of making it more difficult for third parties to cause the replacement of our current management team without the concurrence of our Board of Directors. In addition, our outstanding Convertible Notes and certain of our warrants also contain change in control provisions that could discourage a change in control.

On February 3, 2015, we adopted a stockholder rights plan designed to cause substantial dilution to a person or group that attempts to acquire our Company on terms that our Board of Directors believes are not in the best interests of our stockholders. Under the rights plan, each holder of record of our common stock has received or will receive one preferred share purchase right for each outstanding share of common stock, subject to the limits specified therein. The rights will expire on February 3, 2016, unless the plan is extended by action of our Board of Directors. In general, the rights become exercisable if an acquiring party accumulates, or announces an intent to acquire, 15% or more of our outstanding common stock. Once exercisable, the rights can be exchanged for shares of our securities (or for other consideration) upon the terms specified therein, in certain cases at a substantial discount to current market prices; except that any rights held by an acquiring party are not exercisable and become null and void. In this manner, the rights provide an economic disincentive for any party to acquire 15% or more of our outstanding common stock without engaging in direct negotiations with our Board of Directors. However, the rights may also prevent or make takeovers or unsolicited attempts to acquire our Company more difficult, even if stockholders may consider such transactions favorable, possibly including transactions in which stockholders might otherwise receive a premium for their shares.

We have incurred and will continue to incur significant costs in order to assess our internal controls over financial reporting and our internal controls over financial reporting may be found to be deficient.

Section 404 of the Sarbanes-Oxley Act of 2002 requires management to assess its internal controls over financial reporting and requires auditors to attest to that assessment. Current regulations of the Securities and

 

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Exchange Commission, or SEC, require us to include this assessment in our Annual Report on Form 10-K for each of our fiscal years.

We have incurred and will continue to incur significant costs in maintaining compliance with existing subsidiaries, implementing and testing controls at recently acquired subsidiaries and responding to the new requirements. In particular, the rules governing the standards that must be met for management to assess its internal controls over financial reporting under Section 404 are complex and require significant documentation, testing and possible remediation. Our process of reviewing, documenting and testing our internal controls over financial reporting may cause a significant strain on our management, information systems and resources. We may have to invest in additional accounting and software systems. We have been and may continue to be required to hire additional personnel and to use outside legal, accounting and advisory services. In addition, we will incur additional fees from our auditors as they perform the additional services necessary for them to provide their attestation. If we are unable to favorably assess the effectiveness of our internal control over financial reporting when we are required to, we may be required to change our internal control over financial reporting to remediate deficiencies. In addition, investors may lose confidence in the reliability of our financial statements causing our stock price to decline.

The market price of our common stock has been volatile over the past twelve months and may continue to be volatile.

The market price of our common stock has been and continues to be volatile. We cannot predict the price at which our common stock will trade in the future and it may decline. The price at which our common stock trades may fluctuate significantly and may be influenced by many factors, including our financial results, developments generally affecting our industries, the performance of each of our business segments, our capital structure (including the amount of our indebtedness), general economic, industry and market conditions, the depth and liquidity of the market for our common stock, fluctuations in metal prices, investor perceptions of our business and us, reports by industry analysts, negative announcements by our customers, competitors or suppliers regarding their own performances, and the impact of other “Risk Factors” discussed in this prospectus.

Future sales of our common stock, including sales of our common stock acquired upon the exercise of outstanding options or warrants or upon conversion of our outstanding convertible notes, may cause the market price of our common stock to decline.

We had 70,281,935 shares of common stock outstanding as of December 31, 2014. We also had 102,147 deferred shares granted but unissued to employees under our 2006 Long-Term Incentive Plan. In addition, options to purchase an aggregate of 550,494 shares of our common stock were outstanding, of which 549,355 were vested as of December 31, 2014. All remaining options will vest over various periods ranging up to a three-year period measured from the date of grant. As of December 31, 2014, the weighted-average exercise price of the vested stock options was $4.02 per share. As of December 31, 2014, we also had warrants outstanding to purchase an aggregate of 3,810,146 shares of common stock, at a weighted-average exercise price of $0.9186 per share and convertible notes in the principal amount of $10.5 million outstanding of which $4.6 million are convertible at a per share price of $1.30 and $5.9 million are convertible at a price of $0.3979 per share for a total of 18,298,708 shares. The convertible notes contain “weighted average” anti-dilution protection which provides for an adjustment of the conversion price of the notes in the event that we issue shares of our common stock or securities convertible or exercisable for shares of our common stock at a price below the conversion price of the notes. The amount of any such adjustment will depend on the price such securities are sold at and the number of shares issued or issuable in such transaction. We also may issue additional shares of stock in connection with our business, including in connection with acquisitions and financings and may grant additional stock options to our employees, officers, directors and consultants under our stock option plans or warrants to third parties. If a significant portion of these shares were sold in the public market, the market value of our common stock could be adversely affected.

 

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Item 1B.

Unresolved Staff Comments

None

 

Item 2.

Properties

Our facilities are generally comprised of:

 

•

indoor and outdoor processing areas;

 

•

various pieces of production equipment and transportation related equipment;

 

•

warehouses for the storage of repair parts and of unprocessed and processed non-ferrous scrap;

 

•

storage yards for unprocessed and processed scrap;

 

•

machine or repair shops for the maintenance and repair of vehicles and equipment;

 

•

scales for weighing scrap;

 

•

loading and unloading facilities;

 

•

administrative offices; and

 

•

garages for transportation equipment.

Our scrap processing facilities have specialized equipment for processing various types and grades of scrap metal, which may include: grapples and magnets and front-end loaders to transport and process both ferrous and non-ferrous scrap, crane-mounted alligator or stationary guillotine shears to process large pieces of scrap, wire stripping and chopping equipment, balers and torch cutting stations. Processing operators transport inbound and outbound scrap on a fleet of rolloff trucks, dump trucks, stake-body trucks and lugger trucks.

A significant portion of our outbound ferrous scrap products are shipped in rail cars generally provided by the railroad company that services seven of our scrap locations.

 

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The following table sets forth information regarding our principal properties:

 

Location

Operations

Buildings Approx. Square Ft.

Approx. Acreage

Leased/ Owned

Metalico, Inc.

186 North Ave. East Cranford, NJ

Corporate Headquarters

6,190

N/A

Leased(1)

Metalico Buffalo, Inc.

127 Fillmore Ave. Buffalo, NY

Office/Scrap Processor/ Metal Storage

182,080

24.0

Owned

2504 South Park Ave Lackawanna, NY

Office/Buying Center

4,584

1.0

Leased(2)

2133 Maple Ave. Niagara Falls, NY

Office/Scrap Processor/ Metal Storage

4,050

1.0

Leased(3)

Buffalo Shredding and Recovery, LLC

3175 Lake Shore Rd. Hamburg, NY

Office/Scrap Processor/ Metal Storage

177,500

44.0

Owned

Metalico Rochester, Inc.

1515 Scottsville Rd. Rochester, NY

Office/Scrap Processor/ Metal Storage

74,175

12.7

Owned

50 Portland Ave. Rochester, NY

Office/Scrap Processor/ Metal Storage

27,500

3.2

Owned

7562 Clinton Street Rd. Bergen, NY

Office/Scrap Processor/ Metal Storage

9,200

35.0

Owned

Metalico Aluminum Recovery, Inc.

6225 Thompson Rd. Dewitt, NY

Office/Scrap Handling/Aluminum Melting/De-Ox Production/Storage

108,000

22.0

Owned

Metalico Transfer, Inc.

150 Lee Road Rochester, NY

Office/Waste Transfer Station

35,000

5

Owned

Hypercat Advanced Catalyst Products, LLC

1075 Andrew Drive. West Chester, PA

Office/Production/ Material Storage

37,702

N/A

Leased(4)

Federal Autocat Recycling, LLC

502 York Street Elizabeth, NJ

Office/Scrap Processor/ Material Storage

75,600

3.0

Leased(5)

Metalico Akron, Inc

888 Hazel Street Akron, OH

Office/Scrap Processor/ Metal Storage

6,660

10.3

Owned

943 Hazel Street Akron, OH

Scrap Processor/ Metal Storage

34,350

19.7

Owned

3018 East 55th Street Cleveland, OH

Office/Scrap Processor/ Metal Storage

3,700

2.0

Leased(6)

 

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Location

Operations

Buildings Approx. Square Ft.

Approx. Acreage

Leased/ Owned

Tranzact, Inc.

350-354 N. Marshall Street     Lancaster, PA

Office/Scrap Processor/ Metal Storage

18,388

5

Leased(7)

American CatCon, Inc.

17401 Interstate Highway 35     Buda, TX

Office/Scrap Processor Metal Storage

30,000

10

Owned

10123 Southpark Drive Gulfport, MS

Office/Catalytic Converter Purchasing/ Metal Storage

10,000

2.5

Owned

Metalico Pittsburgh, Inc.

3100 Grand Avenue     Neville Township, PA

Office/Scrap Processor/ Metal Storage

751,878

17.3

Owned

3400 Grand Avenue Neville Township, PA

Office/Scrap Processor/ Metal Storage

247,734

5.7

Owned

Albany Road Brownsville, PA

Office/Scrap Processor/ Metal Storage

99,841

12.5

Owned

1093 Fredonia Road Hadley, PA

Office/Scrap Processor/ Metal Storage

5,096

4.9

Owned

2024 Harmon Creek Road Colliers, WV

Office/Scrap Processor/ Metal Storage

5,050

3.3

Owned

96 Oliver Road Uniontown, PA

Office/Scrap Processor/ Metal Storage

4,000

18.6

Leased (8)

2003 Crows Run Rd. Conway, PA

Office/Scrap Processor/ Metal Storage

9,300

16.0

Leased(9)

Metalico Youngstown, Inc.

100 Division Street Youngstown, OH

Office/Scrap Processor/ Metal Storage

5,226

16.9

Owned

1420 Burton Street SE Warren, OH

Office/Scrap Processor/ Metal Storage

6,250

2.2

Owned

3108 DeForest Road Warren, OH

Office/Scrap Processor/ Metal Storage

7,920

4.5

Owned

Goodman Services, Inc.

286 High Street Bradford, PA

Office/Scrap Processor/ Metal Storage

20,000

12.0

Owned

107 S. South Street Warren, PA

Office/Scrap Processor/ Metal Storage

62,789

5.5

Owned

1558 E. State Street Olean, NY

Office/Scrap Processor/ Metal Storage

7,308

6.0

Owned

10224 West Main Rd North East, PA

Office/Scrap Processor/ Metal Storage

5,519

10.0

Owned

5338 Route 474 Ashville, NY

Office/Scrap Processor/ Metal Storage

12,000

12.5

Owned

Skyway Auto Parts, Inc.

637 Tifft Street Buffalo, NY

Office/Scrap Processor/ Metal Storage

5,000

24.0

Owned

 

(1)	The lease on our corporate headquarters expires June 30, 2015, subject to a renewal clause for two successive three-year periods. The current annual rent is $170,704

 

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(2)	The lease expires August 31, 2015. The current aggregate monthly rent is $5,125.

(3)

The lease expires October 31, 2015. We have rights to renew for an additional term of five years. The annual rent is $30,000. We also have an option to purchase the underlying premises for a price to be determined. The option expires upon the expiration of the term of the lease, including any renewal terms.

(4)	The lease expires December 31, 2020. The annual rent for 2015 including common area maintenance charges and lease incentive is $407,794. The lease contains a right to renew for 5 years upon written notice 12 months prior to expiration of initial term.

(5)	The lease expires March 16, 2020. The annual rent is $196,300. Lease contains a right to renew for 60 months upon written notice 120 days prior to expiration of initial term.

(6)	The lease expires November 30, 2017 with options to renew for three consecutive extension terms of four, three, and five years respectively. Annual rent is currently $120,500.

(7)	The lease expires August 31, 2017 with an option to renew for one five-year period. The annual rent for 2015 is $62,169.

(8)	The lease expires April 30, 2018. The annual rent is $34,000.

(9)	The lease expires December 30, 2015 with an option to renew for two consecutive extension terms of five (5) years. Annual rent is currently $24,000.

We believe that our facilities are suitable for their present and intended purposes and that we have adequate capacity for our current level of operations.

 

Item 3.

Legal Proceedings

From time to time, we are involved in various litigation matters involving ordinary and routine claims incidental to our business. A significant portion of these matters result from environmental compliance issues and workers compensation-related claims applicable to our operations.

We know of no material existing or pending legal proceedings against the Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. The outcome of open unresolved legal proceedings is presently indeterminable. Any settlement resulting from resolution of these contingencies will be accounted for in the period when reliable estimates can be made. We do not believe the potential outcome from these legal proceedings will significantly impact our financial position, operations or cash flows.

 

Item 4.

Mine Safety Disclosures

None.

 

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PART II

 

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Trading in our common stock commenced on the American Stock Exchange (now known as NYSE MKT) on March 15, 2005 under the symbol “MEA.” The table below sets forth, on a per share basis for the period indicated, the high and low closing sale prices for our common stock as reported by NYSE MKT.

 

		Price Range
		High				Low
Year End December 31, 2014
First Quarter		$	2.56			$	1.61
Second Quarter		$	1.72			$	1.12
Third Quarter		$	1.56			$	1.10
Fourth Quarter		$	1.05			$	0.31
Year End December 31, 2013
First Quarter		$	2.17			$	1.61
Second Quarter		$	1.78			$	1.20
Third Quarter		$	1.49			$	1.23
Fourth Quarter		$	2.07			$	1.43

The closing sale price of our common stock as reported by NYSE MKT on March 3, 2015 was $0.61.

Holders

As of March 3, 2015, there were 351 holders of record of our common stock and one holder of warrants to purchase our common stock.

Dividends

We have never declared or paid dividends on our common stock, and we do not expect to pay cash dividends on our common stock in the foreseeable future. Instead, we anticipate that all our earnings, if any, in the foreseeable future will be used to finance the operation and growth of our business. In addition, our ability to pay dividends to holders of our capital stock is limited by our senior secured credit facility. Any future determination to pay dividends on our common stock is subject to the discretion of our Board of Directors and will depend upon various factors, including, without limitation, our results of operations and financial condition. In addition, at this time our senior secured credit facility prohibits the payment of dividends. We have no preferred stock outstanding.

EQUITY COMPENSATION PLAN INFORMATION

We have one stockholder approved equity compensation plan in effect, the 2006 Long-Term Incentive Plan. Options generally vest in equal monthly installments over three years and may be exercised for up to five years from the date of grant. Our 1997 Long Term Incentive Plan has expired and no grants remain outstanding under it.

 

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The following table provides certain information regarding our equity incentive plans as of December 31, 2014.

 

Plan Category		(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights				(b) Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights				(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders			651,502	(1)		$	4.02	(2)			7,028,193
Equity compensation plans not approved by security holders			—								—
Total			651,502			$	4.02				7,028,193

 

(1)	Includes 549,355 vested options to purchase Metalico common shares and 102,147 restricted shares granted and unissued.

(2)	The only type of award outstanding under 2006 Long-Term Incentive Plan that included an “exercise price” was the options.

Shareholder Performance

Set forth below is a line graph comparing the cumulative total stockholder return on our common stock against the cumulative total return of the Russell 2000 Index and the Standard & Poor’s GSCI All Metals Index from January 1, 2010 through December 31, 2014. The graph assumes that $100 was invested in the Company’s Common Stock and each index group on January 1, 2010 and that all dividends were reinvested.

 

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Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate by reference this Form 10-K, in whole or in part, the following Performance Graph shall not be incorporated by reference into any such filings.

 

 

		January 1, 2010				December 31, 2010				December 31, 2011				December 31, 2012				December 31, 2013				December 31, 2014
Metalico, Inc.			100.00				119.51				66.87				39.84				42.07				6.91
Russell 2000 Index			100.00				125.31				118.47				135.81				186.07				192.63
S&P GSCI All Metals Index			100.00				117.96				93.25				96.78				87.78				82.59

 

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Item 6.

Selected Financial Data

SELECTED HISTORICAL FINANCIAL DATA

The selected historical financial data set forth below should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and notes thereto appearing elsewhere in this Form 10-K. The selected income statement data for the years ended December 31, 2014, 2013 and 2012 and the selected balance sheet data as of December 31, 2014 and 2013 have been derived from our audited consolidated financial statements included elsewhere in this report. The selected income statement data for the years ended December 31, 2011 and 2010 and the selected balance sheet data as of December 31, 2012, 2011 and 2010 have been derived from audited consolidated financial statements that are not included in this Form 10-K. The historical results are not necessarily indicative of the results of operations to be expected in the future.

 

		Year Ended December 31, 2014				Year Ended December 31, 2013				Year Ended December 31, 2012				Year Ended December 31, 2011				Year Ended December 31, 2010
		($ thousands, except share data)
Selected Statement of Operations Data:
Revenue		$	476,037			$	457,184			$	507,230			$	588,316			$	487,890
Costs and expenses:
Operating expenses			444,375				425,429				468,446				520,957				419,369
Selling, general and administrative expenses			19,401				21,286				25,695				24,762				22,084
Depreciation and amortization			15,749				16,308				15,611				13,225				12,037
Gain on acquisition			—				(105	)			—				—				—
Impairment charges			11,216				38,737				19,601				—				—
			490,741				501,655				529,353				558,944				453,490
Operating (loss) income		$	(14,704	)		$	(44,471	)		$	(22,123	)		$	29,372			$	34,400
Amounts attributable to shareholders:
(Loss) income from continuing operations		$	(40,188	)		$	(38,316	)		$	(17,814	)		$	13,794			$	11,573
(Loss) income from discontinued operations			(4,197	)			3,500				4,703				3,626				1,889
Net (loss) income		$	(44,385	)		$	(34,816	)		$	(13,111	)		$	17,420			$	13,462
(Loss) earnings per common share:
Basic and diluted:
(Loss) income from continuing operations		$	(0.80	)		$	(0.80	)		$	(0.38	)		$	0.29			$	0.25
Discontinued operations, net			(0.08	)			0.07				0.10				0.08				0.04
Net (loss) income		$	(0.88	)		$	(0.73	)		$	(0.28	)		$	0.37			$	0.29
Weighted Average Common Shares Outstanding:
Basic			50,530,650				47,951,933				47,552,901				47,349,376				46,454,177
Diluted			50,530,650				47,951,933				47,552,901				47,376,134				46,454,177
Selected Balance Sheet Data:
Total Assets		$	218,344			$	301,013			$	351,978			$	364,893			$	328,507
Total Debt (including current maturities)		$	79,382			$	127,418			$	130,388			$	128,754			$	125,962
Stockholders’ Equity		$	117,701			$	147,467			$	181,675			$	191,902			$	167,315

 

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Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with our consolidated financial statements and the related notes and other financial information included elsewhere in this annual report. Some of the information contained in this discussion and analysis includes forward-looking statements. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements. Please refer to “Special Note Regarding Forward-Looking Statements” for more information. The results for the periods reflected herein are not necessarily indicative of results that may be expected for future periods.

GENERAL

We operate twenty-eight scrap metal recycling facilities (“Scrap Metal Recycling”), including an aluminum de-oxidizing plant co-located with a scrap metal recycling facility, in a single reportable segment. We market a majority of our products domestically but maintain several international customers. After the sale of our Lead Fabricating operations, we operate as a single reporting segment.

On December 1, 2014, we sold substantially all of the assets of our Lead Fabricating operations and have reclassified our lead metal product fabricating operations, a previously separate reportable segment, as discontinued operations.

Prior to January 1, 2013, we considered three certain operating segments as part of a third reportable segment — PGM and Minor Metals — because the facilities in these operating segments had exclusively processed or dealt with these more distinctive metal types. However, starting in mid-2012, we upgraded some of these facilities so that they now process a wider range of metals including those routinely processed by our other scrap recycling facilities. As such, effective January 1, 2013, our chief operating decision makers began considering these operating segments as part of the Scrap Metal Recycling reportable segment for purposes of assessing overall performance and resource allocations.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires the use of estimates and judgments that affect the reported amounts and related disclosures of commitments and contingencies. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Areas that require significant judgments, estimates, and assumptions include accounting for revenues; accounts receivable and allowance for uncollectible accounts receivable; inventory; put warrants liability; derivatives and hedging activities; environmental and litigation matters; the testing of goodwill and other intangible assets; stock-based compensation; and income taxes. Management uses historical experience and all available information to make these judgments, estimates, and assumptions, and actual results may differ from those used to prepare the Company’s Consolidated Financial Statements at any given time. Despite these inherent limitations, management believes that Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying Notes provide a meaningful and fair perspective of the Company.

The critical accounting policies that affect the more significant judgments and estimates used in the preparation of our consolidated financial statements are disclosed in Note 1 to the Consolidated Financial Statements located elsewhere in this filing.

Revenue recognition: Revenue from product sales is recognized as goods are shipped, which generally is when title transfers and the risks and rewards of ownership have passed to customers, based on free on board (“FOB”) terms. Brokerage sales are recognized upon receipt of materials by the customer and reported net of

 

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costs in product sales. Historically, there have been very few sales returns and adjustments in excess of reserves for such instances that would impact the ultimate collection of revenues therefore; no material provisions have been made when a sale is recognized. The loss of any significant customer could adversely affect our results of operations or financial condition.

Accounts Receivable and Allowance for Uncollectible Accounts Receivable: Accounts receivable consists primarily of amounts due from customers from product sales. The allowance for uncollectible accounts receivable totaled $563,000 and $462,000 as of December 31, 2014 and 2013, respectively. Our determination of the allowance for uncollectible accounts receivable includes a number of factors, including the age of the accounts, past experience with the accounts, changes in collection patterns and general industry conditions.

Derivatives and Hedging: We are exposed to certain risks relating to our ongoing business operations. The primary risks managed by using derivative instruments are commodity price risk. We use forward sales contracts with PGM substrate processors to protect against volatile commodity prices. This process ensures a fixed selling price for the material we purchase and process. We secure selling prices with PGM processors, in ounces of Platinum, Palladium and Rhodium, in incremental lots for material which we expect to purchase within an average 2 to 3 day time period. However, these forward sales contracts with PGM substrate processors are not subject to any hedge designation as they are considered within the normal sales exemption provided by ASC Topic 815.

Goodwill: The carrying amount of goodwill is tested annually as of December 31 and whenever events or circumstances indicate that impairment may have occurred. Judgment is used in assessing whether goodwill should be tested more frequently for impairment than annually. Factors such as unexpected adverse economic conditions, competition and other external events may require more frequent assessments.

We assess qualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. This allocation is similar to a purchase price allocation. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess.

At December 31, 2014, we conducted our annual impairment test and concluded that the computed fair value of our Bradford Pennsylvania reporting unit did not exceed its carrying value due to lower forecasted margins resulting from competitive pressures and we recorded a $3.9 million impairment charge.

In December 2014, we closed our construction and demolition waste transfer station in Rochester, New York. The transfer station provided a source of scrap metal to our Rochester platform facility and was included in our New York Scrap recycling reporting unit. The absence of future cash flows and discontinued support it provided to our other New York facilities resulted in an additional goodwill write-down of $1.2 million for the year ended December 31, 2014.

At December 31, 2013, we conducted our annual impairment test and concluded that the computed fair values for each reporting unit with recorded goodwill exceeded their respective carrying value and no impairment charges were required.

For the nine months ended September 30, 2013, we experienced a highly competitive environment in sourcing scrap material combined with lower commodity prices resulting in weaker than expected results. We also experienced an extended period in which the carrying value of shareholder’s equity materially exceeded our market capitalization value. Based on the comparison of our year to date results to our forecasted results though

 

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September 30, 2013, the degree to which our results differed from our forecast for most of our Scrap Metal Recycling reporting units, and the material difference between our carrying equity and our market capitalization value, we performed an interim quantitative goodwill impairment assessment at September 30, 2013. Based on our assessment of future operating results, we determined the fair values of certain reporting units, calculated using discounted cash flow analyses, was less than their respective carrying values as of September 30, 2013 and resulted in an impairment charges of $32.3 million.

At September 30, 2012, we identified competitive pressures in sourcing PGM catalysts, its affect on gross margins and expectations of future cash flows, particularly in the Texas market, and determined that these negative factors were significant enough to perform an interim impairment test for these reporting units. Based on our assessment of future operating results for these reporting units, we calculated their respective fair values using a discounted cash flow analyses and had determined that the fair value of these reporting units was less than their respective carrying values and we recorded goodwill impairment charges of $10.0 million and $2.0 million to our Texas and New Jersey PGM Recycling units, respectively, at September 30, 2012.

At December 31, 2012, we performed our annual impairment test. We determined that when we discounted the expected future cash flows of our Ohio and Pittsburgh scrap metal recycling reporting units it resulted in fair values that did not exceed their respective carrying values. This resulted in goodwill impairment charges of $3.5 million for our Ohio reporting unit and $3.7 million for our Pittsburgh scrap metal reporting unit.

As of December 31, 2014, two of our reporting units have recorded goodwill. A list of these reporting units and the amount of goodwill remaining in each as of December 31, 2014, is as follows ($ in thousands):

 

Reporting Unit		Goodwill Recorded
New York State Scrap Recycling			9,733
New Jersey Scrap Recycling			2,165
Total		$	11,898

In determining the carrying value of each reporting unit, where appropriate, management allocates net deferred income taxes and certain corporate maintained liabilities specifically allocable to each reporting unit to the net operating assets of each reporting unit. The carrying amount is further reduced by impairment charges, if any, made to other long-lived assets of a reporting unit.

Since market prices of our reporting units are not readily available, we make various estimates and assumptions in determining the estimated fair values of the reporting units. We use a discounted cash flow (“DCF”) model of a 5-year forecast with terminal values to estimate the current fair value of our reporting units when testing for impairment. The terminal value captures the value of a reporting unit beyond the projection period in a DCF analysis representing growth in perpetuity, and is the present value of all subsequent cash flows.

A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including sales volumes, profit margins, tax rates, capital spending, discount rates, and working capital changes. Forecasts of operating and selling, general and administrative expenses are generally based on historical relationships of previous years. We use an enterprise value approach to determine the carrying and fair values of our reporting units. When applying the DCF model, the cash flows expected to be generated are discounted to their present value equivalent using a rate of return that reflects the relative risk of the investment, as well as the time value of money. This return is an overall rate based upon the individual rates of return for invested capital (equity and interest-bearing debt). The return, known as the weighted average cost of capital (“WACC”), is calculated by weighting the required returns on interest-bearing debt and common equity in proportion to their estimated percentages in an expected capital structure. For our 2014 analysis, using the build-up method under the Modified Capital Asset Pricing (“CAPM”) model, we arrived at a discount rate of 11.6%. The inputs used in calculating the WACC as of December 31, 2014 include a) an after tax cost of Baa-rated debt based on Moody’s Seasoned Corporate Bond Yields of 4.7%, b) a 17.4% required return on

 

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equity and c) a weighting of the prior components equal to 40% for debt and 60% for equity based on an average of capital structure ratios of market participants in our industry. The 17.4% required return on equity is based on the following inputs: (a) a 2.41% risk free return rate of a 20 year U.S. Treasury note as of December 31, 2014, (b) a beta-adjusted equity risk premium of 7.44% based on guideline U.S. public company common stocks, (c) a small company risk premium of 6.00% and (d) a Metalico-specific risk premium of 1.50%.

Management believes domestic economic conditions reflect slow to moderate growth and have resulted in forecasts which, when used in our DCF model, support the remaining carrying value of goodwill in our reporting units. Although we believe our estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates and volatile commodity prices. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both.

For the reporting units where the fair value exceeds their carrying values, we measure the sensitivity of the amount of potential future goodwill impairment charges to changes in key assumptions. All of our reporting units with goodwill had fair values that exceeded carrying values by less than 20%, an amount that we deem substantial. We further tested these reporting units to reflect changes in forecasted cash flows and discount rates. Assuming all input variables remain constant, if expected cash flows were 10% less than forecasted or, if the discount rate were increased by two percentage points the amount by which the carrying value exceeded the computed fair value for these reporting units, indicating potential impairment, would be as follows ($ in thousands):

 

		Potential Future Impairment Sensitivity
Reporting Unit		If expected cash flows were 10% less than forecasted				If the discount rate were 13.6%
New York State Scrap Recycling		$	4,644			$	7,723
New Jersey Scrap Recycling		$	—			$	—

At December 31, 2014, the carrying value of our shareholders equity exceeded the Company’s market capitalization by $87.8 million after considering a control premium of 25% which is one of many factors that are considered when determining a potential impairment to goodwill. Future declines in the overall market value of the Company’s equity and debt securities may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value.

Intangible Assets and Other Long-Lived Assets: We test all finite-lived intangible assets (amortizable) and other long-lived assets, such as fixed assets, for impairment only if circumstances indicate that possible impairment exists. To the extent actual useful lives are less than our previously estimated lives, we will increase our amortization expense on a prospective basis.

At December 31, 2014, we performed our annual impairment test on all of our intangible assets. Based on lower forecasted margins resulting from competitive pressures and a sharp decline in metal commodity prices, we recorded impairment charges totaling $2.9 million to the carrying value of supplier lists at several reporting units. These charges were comprised of $1.5 million for Akron, Ohio; $425,000 for Youngstown Ohio and $992,000 for the Bradford, Pennsylvania location. We also recorded an impairment charge of $1.0 million to non-compete covenants at our Bradford, Pennsylvania location as the likelihood of competition from the covenant parties was not probable. In 2013, we entered into a joint venture agreement to co-operate a scrap recycling facility with a scrap metal recycling company in Cleveland, Ohio. The principal of the recycling company had been subject to a non-compete agreement while the joint venture was in existence. The venture also included an iron and steel ferrous scrap metal supplier list of the recycling company. The joint venture was dissolved on December 31, 2014. Upon the dissolution of the joint venture, the non-compete agreement

 

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terminated resulting in an impairment charge of $1.2 million; and the absence of future cash flows from the joint venture resulted in a $871 impairment charge to the supplier list for the year ended December 31, 2014.

At September 30, 2013, we determined that the shortfall in year-to-date operating results as compared to forecast was an indication that required an interim impairment test. As a result of the testing, we recorded an impairment charge of $5.3 million to write-down the carrying value of a supplier list. No adjustments were made to the estimated lives of finite-lived assets. At December 31, 2013, no indicators of impairment were identified and no adjustments were made to the estimated lives of finite-lived assets.

We test indefinite-lived intangibles such as trademarks and trade names for impairment annually and whenever events or circumstances indicate that impairment may have occurred by comparing the carrying value of the intangible to its fair value. Fair value of the intangible asset is calculated using the projected discounted cash flows produced from the intangible. If the carrying value exceeds the projected discounted cash flows attributed to the intangible asset, the carrying value is no longer considered recoverable and we will record impairment. At September 30, 2013, we recorded a $1.1 million impairment charge for the trade name used at our Texas recycling facility which we no longer expect to use. At December 31, 2014, no indicators of impairment were identified and the computed fair value of our indefinite-lived intangibles exceeded their respective carrying values.

Stock-based Compensation: We recognize expense for equity-based compensation ratably over the requisite service period based on the grant date fair value. The fair value of deferred stock grants is determined using the average of the high and low trading price for our common stock on the day of grant. For stock option grants, we calculate the fair value of the award on the date of grant using the Black-Scholes method. Determining the fair value of stock options at the grant date requires judgment, including estimates for the average risk-free interest rate, dividend yield, volatility in our stock price, annual forfeiture rates, and exercise behavior. Any assumptions used may differ significantly between grant dates because of changes in the actual results of these inputs that occur over time.

Income taxes: Our provision for income taxes reflects income taxes paid or payable (or received or receivable) for the current year plus the change in deferred taxes during the year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid, and result from differences between the financial statement and tax bases of our assets and liabilities and are adjusted for changes in tax rates and tax laws when enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

RESULTS OF OPERATIONS

Our Scrap Metal Recycling business includes three general product categories: ferrous, non-ferrous (including the PGM and Minor Metals Recycling operations which had previously been separately reported) and other scrap services.

The following table sets forth information regarding revenues of each of our product categories ($ and weights in thousands):

 

		Revenues
		Year Ended December 31, 2014												Year Ended December 31, 2013																Year Ended December 31, 2012
		($s, and weights in thousands)
		Weight				Net Sales				%				Weight				Net Sales				%				Weight				Net Sales				%
Scrap Metal Recycling
Ferrous metals (tons)			583.3			$	222,840				46.8				576.4			$	213,937				46.8				537.9			$	216,569				42.7
Non-ferrous metals (lbs.)			199,684				249,101				52.3				179,344				239,451				52.4				178,876				286,531				56.5
Other			—				4,096				0.9				—				3,796				0.8				—				4,130				0.8
Total Revenue						$	476,037				100.0							$	457,184				100.0							$	507,230				100.0

 

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The following table sets forth information regarding average Metalico selling prices for the past eight quarters. The fluctuation in pricing is due to many factors, primarily product mix, as well as, domestic and export demand.

 

For the quarter ended:		Average Ferrous Price per ton				Average Non-Ferrous Price per lb. (1)
December 31, 2014		$	350			$	0.90
September 30, 2014		$	383			$	0.89
June 30, 2014		$	388			$	0.88
March 31, 2014		$	402			$	0.93
December 31, 2013		$	375			$	0.88
September 30, 2013		$	366			$	0.95
June 30, 2013		$	368			$	0.92
March 31, 2013		$	377			$	0.98

 

(1)

Excludes non-ferrous platinum group metals which are priced in troy ounces instead of pounds and non-ferrous minor metals which generally have higher prices per pound and would tend to skew the averages reflected in the table. PGM prices averaged $1,018, $985 and $1,006 per troy ounce for the years ended December 31, 2014, 2013 and 2012, respectively. Average annual selling prices for minor metals for the years ended December 31, 2014, 2013 and 2012, were $18.25, $18.86 and $24.07 per pound, respectively and accounted for 8.9%, 7.6% and 9.9% of revenues for the years ended December 31, 2014, 2013 and 2012, respectively.

Scrap and Metal Commodity Markets

Recycled iron and steel scrap is a vital raw material for the production of new steel and cast iron products. The steel and foundry industries in the United States have been structured to recycle scrap, and, as a result, are highly dependent upon scrap. According to the Institute of Scrap Recycling Industries, Inc. (“ISRI”), in the United States alone, 75 million metric tons of iron and steel (ferrous) scrap was processed by the scrap recycling industry in 2012 (latest data available), more than 55 percent of the volume of all domestically processed material. Obsolete ferrous scrap is recovered from automobiles, steel structures, household appliances, railroad tracks, ships, farm equipment, and other sources. In addition, prompt scrap, which is generated from industrial and manufacturing sources, accounts for approximately half of the ferrous scrap supply. The United States is the largest exporter of ferrous scrap in the world. The largest recipients of the exported ferrous scrap include Turkey, China, Taiwan and South Korea in descending order of export tonnage.

Recycling of scrap metal plays an important role in the conservation of energy because the remelting of scrap requires much less energy than the production of iron or steel products from iron ore. Also, consumption of iron and steel scrap by remelting reduces the burden on landfill disposal facilities and prevents the accumulation of abandoned steel products in the environment. In the United States, the primary source of old steel scrap is the automobile. In 2012 (the latest data available), recycled scrap consisted of approximately 47% post-consumer (old, obsolete) scrap, 8% prompt scrap (produced in steel-product manufacturing plants), and 45% home scrap (recirculating scrap from current operations).

Automobiles are the most recycled consumer product. Used cars, vehicle trades and cars used to the end-of-life, all eventually end up being recycled. Each year, the steel industry recycles more than 18 million tons of steel from cars that are no longer fit for the road. This is equivalent to nearly 18 million new cars. When comparing the amount of steel recycled from automobiles each year to the amount of steel used to produce new automobiles that same year, automobiles maintain a recycling rate of nearly 100 percent.

Each year, a significant percentage of cars leaving the road are recycled for their iron and steel content. While some people take their cars directly to the scrap yards, others trade their cars in at automobile dealerships. Regardless of their path, many autos eventually end up at a scrap yard. At the scrap yard reusable parts, such as

 

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doors, seats, hoods, trunk lids, windows, wheels and other parts are removed from the cars. During this same process, cars are drained of fluids, mercury switches are removed and the cars are prepared for environmentally responsible recycling. Once the cars are stripped of reusable parts, the remaining automobile hulks enter the shredder. The shredding process for cars lasts only 45 seconds. The shredder rips the car into fist-sized chunks of steel, nonferrous metals and fluff (non-recyclable rubber, glass, plastic, etc). The iron and steel are magnetically separated from the other materials and recycled. The metal scrap is then shipped to secondary processors (often scrap brokers) or steel mills where it is recycled to produce new steel.

A significant issue currently facing the scrap metal industry is deteriorating profit margins. Increased competition for scrap metal has created bidding wars among large shredders resulting in premium scale prices to keep shredders running. This has resulted in tightening margins for large shredders, causing many to cut operating hours and some to shut down. In medium and large metro areas, small scrap dealers and feeder yards are in price wars with their competitors to acquire material, while at the same time playing one shredder against others to get top dollar for their scrap. Another dynamic is that medium to large scrap yards are being forced to pay top prices for heavy melting steel (HMS) that normally goes to make cut grades, but shredders are using it to feed their equipment.

Recent strength in the U.S. dollar has significantly impacted the dynamics of the scrap export market as foreign buyers are looking to other countries to source cheaper material. In turn material previously bound for export is remaining in the U.S. and pressuring prices due to the increase in availability. Ferrous scrap prices have reached levels on par with raw ore giving mills even more options for raw material inputs. Additionally ferrous scrap is on occasion being imported into the US from non-traditional locations as currency exchange rates have made it favorable to sell material into the U.S. competing with domestic suppliers and weighing on selling prices.

Nonferrous metals, including aluminum, copper, lead, nickel, tin, zinc and others, are among the few materials that do not degrade or lose their chemical or physical properties in the recycling process. As a result, nonferrous metals have the capacity to be recycled an infinite number of times.

In 2015, the global aluminum market is expected to continue to experience greater consumption than production, although the scale of the supply shortfall is set to narrow from last year’s level, as production growth rates are expected to remain high, especially in China, where output growth could reach nine per cent. The global economy remains riddled with uncertainties but aluminum demand appears set for another year of expansive growth, thanks in part to increased use in automobile production.

According to reports published by the U.S. Geological Survey (“USGS”), in 2014, aluminum recovered from purchased scrap in the United States was about 3.63 million tons, of which about 53% came from new (manufacturing) scrap and 47% from old scrap (discarded aluminum products). Aluminum recovered from old scrap was equivalent to about 33% of apparent consumption.

As expected, copper prices traded sideways in 2014, with pressure to the downside. The rapid fall in oil prices in late 2014 and into 2015 hit copper in particular. Prices had fallen considerably since December, indicating a correlation not seen in recent years. Concerns over slowing global growth, uncertainty about growth in China, and apprehension over an expected supply surplus this year as new production comes on line are expected to keep average copper prices below $3.00 per pound in 2015.

Nationally, old copper scrap, converted to refined metal and alloys, provided 180,000 tons of copper, equivalent to 10% of apparent consumption. Purchased new scrap, derived from fabricating operations, yielded 640,000 tons of contained copper. Of the total copper recovered from scrap (including aluminum- and nickel-based scrap), brass mills recovered 75%; miscellaneous manufacturers, foundries, and chemical plants, 10%; ingot makers, 10%; and copper smelters and refiners, 5%. Copper in all scrap contributed about 32% of the U.S. copper supply.

 

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Market Outlook

The scrap recycling industry is highly cyclical and commodity metal prices can be volatile and fluctuate widely. Such volatility can be due to numerous factors beyond our control, including but not limited to general domestic and global economic conditions, including metal market conditions, competition, availability of transportation, the financial condition of our major suppliers and consumers and international demand for domestically produced scrap.

Although we seek to turn over our inventory of raw or processed scrap metals as rapidly as markets dictate, we are exposed to commodity price risk during the period that we have title to products that are held in inventory for processing and/or resale. Our estimates of future earnings could prove to be unreliable because of the unpredictability and potential magnitude of commodity price swings and the related effect on scrap volume purchases and shipments.

The volatile nature of metal commodity prices makes it extremely difficult for us to predict future revenue trends as shifting international and domestic demand can significantly impact the prices of our products, supply and demand for our products and affect anticipated future results. However, looking ahead we expect to continue to experience lower metal commodity pricing and lower demand for scrap. Significant reduction in demand from the industries which consume the steel products produced from the ferrous scrap metal we sell, particularly the oil and gas industry, is anticipated to weigh on demand from U.S domestic steel mills until such time as the economics of exploration and production of domestic oil and gas becomes economically feasible for continued capital investment.

Domestic steel production has fallen to a 50-month low as mills operated at an average 70.1% of reported industry capacity for the week ending February 28, 2015. For the first two months of 2015, domestic mills produced 15.0 million tons at an average year to date capacity utilization rate of 75.3%, down 2.4% from 15.4 million tons at an average capacity utilization rate of 75.8% for the first two months of 2014. With domestic operating rates falling into the low 70% range, demand is down and is putting ferrous scrap prices under significant pressure in the first quarter of 2015. This weak pricing environment for scrap is expected to continue into the second quarter of 2015 as a number of domestic and global causes are expected to linger through the first half of the year. Compounding the problem is the steep decline in iron ore prices which has given traditional offshore scrap metal purchasers the option of substituting purchased billets instead of melting scrap because it is cheaper to buy a semi-finished product. Exports of ferrous scrap have been falling steadily as the strength of the U.S. dollar makes it more cost effective for offshore customers to source material in other countries. Although spring is typically a high demand market for steel, domestic mills are fighting significant import pressure resulting from a stronger U.S. dollar which is not expected to moderate in the near term.

Fierce competition for available material and lower scrap supply generation continued from 2013 into 2014. Non-ferrous metal selling prices ended 2014 on a down note, finishing near or at their lowest levels of the year in nearly all base non-ferrous commodities as overall worldwide growth in gross domestic product remains weak. Uncertainty over China, which has been a significant driver of global demand for non-ferrous metals, has contributed to the weak pricing environment. Weak economic growth prospects in the Euro zone, excluding Germany is also keeping pressure on pricing. Despite these negative global influences, the U.S. economy appears to be a bright spot for consumption and growth. Automobile production and strength in residential and commercial construction have been good support to counterbalance some of the pricing pressures caused by global influences.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Consolidated net sales increased by $18.8 million, or 4.1%, to $476.0 million in the year ended December 31, 2014, compared to consolidated net sales of $457.2 million in the year ended December 31, 2013. Acquisitions added $672,000 to consolidated net sales in other scrap services. Excluding acquisitions, the

 

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Company reported decreases in average metal selling prices representing net sales of $12.4 million offset by a $30.5 million increase due to higher selling volume.

Due to the many different ferrous and non-ferrous commodities that we buy, process and sell as well the various grades of material within those commodities and the mix of material sold through each of our locations, sales totals can vary.

Ferrous Sales

Ferrous sales increased by $8.9 million, or 4.1%, to $222.8 million in the year ended December 31, 2014, compared to ferrous sales of $213.9 million in the year ended December 31, 2013. The increase in ferrous sales was attributable to higher average selling prices totaling $6.4 million and by higher volume sold of 6,900 tons amounting to $2.5 million. Ferrous selling prices were generally higher than selling prices in the previous year for most of the year but fell sharply into the fourth quarter of 2014 affected by both weakening export demand and a strengthening U.S. dollar. Demand from domestic mills that produce tubing and piping for the gas and oil industry was also significantly impacted by lower oil prices and its affect on the exploration industry. The average selling price for ferrous products was approximately $382 per ton for the year ended December 31, 2014, compared to $371 per ton for the year ended December 31, 2013.

A stronger U.S. dollar continues to weigh on ferrous pricing in early 2015 as offshore export markets seek to source cheaper material from other countries. Finished steel producers have been impacted by cheaper imports, oversupply in the market, weak demand in the U.S. and Europe and tempering growth in Asia, resulting in additional pressure to ferrous scrap prices.

Non-Ferrous Sales

Non-ferrous sales increased by $9.7 million, or 4.1%, to $249.1 million in the year ended December 31, 2014, compared to non-ferrous sales of $239.5 million in the year ended December 31, 2013. The increase was attributable to higher sales volume in base non-ferrous metals totaling $28.1 million but was offset by lower average selling prices amounting to $18.4 million. The average selling price for base non-ferrous products was $0.90 per pound for the year ended December 31, 2014, compared to $0.93 per pound for the year ended December 31, 2013. PGM commodity sales were lower due primarily to lower volumes amounting to $10.6 million but was offset by higher average selling prices totaling of $523,000. The average selling price for PGM material was approximately $1,018 per troy ounce for the year ended December 31, 2014 compared to $985 per troy ounce for the year ended December 31, 2013, an increase of approximately 3.3%. After stability in the first half of the year spot platinum prices fell in the fourth quarter of the year and continue to be volatile. Total PGM sales volumes amounted to 24,900 troy ounces for the year ended December 31, 2014, compared to 35,600 troy ounces sold for the year ended December 31, 2013 a decrease of 30.2%.

Operating expenses

Operating expenses increased by $19.0 million, or 4.4%, to $444.4 million for the year ended December 31, 2014, compared to operating expenses of $425.4 million for the year ended December 31, 2013. The increase in operating expenses was due to a $18.2 million increase in the cost of purchased metals and a $718,000 increase in other operating expenses. The increase in the cost of purchased metals is due primarily to higher volumes sold. Our gross metal margin percentage decreased by approximately 0.5 of a point compared to the previous year. Other significant changes in operating expense include an increase in energy costs of $661,000 due to an increase in natural gas usage at our aluminum De-ox facility and an increase in electricity usage at our Pittsburgh and Buffalo shredder locations; an increase in wages and benefits of $401,000 due in part to an increase in headcount and a $100,000 increase in production and shipping supplies. These increases were offset by a $212,000 reduction in repairs and maintenance costs due primarily to the termination of the Cleveland joint venture and other miscellaneous operating expenses decreased by $232,000.

 

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Selling, General and Administrative

Selling, general and administrative expenses decreased by $1.9 million to $19.4 million for the year ended December 31, 2014, compared to $21.3 million for the year ended December 31, 2013. The reduction is due to a $1.6 million decrease in wages and benefits comprised of a $653,000 reduction in share-based compensation, $460,000 in lower benefit costs; the elimination of personnel in Cleveland due to the dissolution of the joint venture amounting to $240,000, the elimination of executive bonuses totaling $155,000 and $96,000 in other personnel costs. Consulting and professional costs were also reduced by $509,000 in the current year. These reductions were offset by an increase in other miscellaneous costs totaling $227,000.

Depreciation and Amortization

Depreciation and amortization expense decreased by $559,000 to $15.7 million for the year ended December 31, 2014, compared to $16.3 million for the year ended December 31, 2013. The reduction in expense is primarily due to lower amortization expense in the current year due to the expiration of a non-compete in the previous year and lower amortization from a previously impaired supplier list. We expect depreciation and amortization expense to remain relatively stable in the next year as the Company adheres to a lower maintenance capital expenditure budget.

Impairment charges

Impairment charges were $11.2 million for the year ended December 31, 2014 compared to $38.7 million for the year ended December 31, 2013. At December 31, 2014, we conducted our annual impairment test and due to lower forecasted margins resulting from competitive pressures, we concluded that the computed fair value of our Bradford Pennsylvania reporting unit did not exceed its carrying value and we recorded a $3.9 million impairment charge. In December 2014, we closed our construction and demolition waste transfer station in Rochester, New York which provided a source of scrap metal to our Rochester platform facility and was included in our New York Scrap recycling reporting unit. The absence of future cash flows and discontinued support it provided to our other New York facilities resulted in an additional goodwill write-down of $1.2 million. We also recorded impairment charges totaling $2.9 million to the carrying value of supplier lists at several reporting units. These charges were comprised of $1.5 million for Akron, Ohio; $425,000 for Youngstown Ohio and $992,000 for the Bradford, Pennsylvania location. We also recorded an impairment charge of $1.0 million to non-compete covenants at our Bradford, Pennsylvania location as the likelihood of competition from the covenant parties was not probable. As a result of the dissolution of our joint venture in Cleveland, Ohio, we recorded an impairment charge of $1.2 million for a non-compete agreement and the absence of future cash flows from the joint venture resulted in an $871 impairment charge to a supplier list for the year ended December 31, 2014.

In 2013, we performed an interim impairment analysis at September 30, 2013 as actual operating results for the year to date differed significantly from our previously forecasted expectations. As a result of the impairment tests performed, we recorded a goodwill impairment charge of $32.3 million to several reporting units. We also recorded impairment charges of $5.3 million to write-down the carrying value of a supplier list at our Akron, Ohio Scrap Recycling Reporting Unit and $1.1 million to a trade name that the Company no longer expects to use.

Operating Loss

We reported a consolidated operating loss of $14.7 million for the year ended December 31, 2014, an improvement of $29.8 million, compared to an operating loss of $44.5 million for the year ended December 31, 2013 and was primarily a result of a reduction in impairment charges. Excluding impairment charges our operating loss improved by $2.2 million to a loss of $3.5 million for the year ended December 31, 2014 from an operating loss of $5.7 million for the year ended December 31, 2013. Material supply constraints and strong competition in sourcing material resulted in lower metal margins and offset increases in selling volumes. Reduction in selling general and administrative expenses also contributed to the reduction in our operating loss.

 

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Financial and Other Income (Expense)

Consolidated interest expense was $9.9 million for the year ended December 31, 2014, compared to $9.0 million for the year ended December 31, 2013. The $913,000 increase in interest expense reflects higher interest rates charged as a result of our default in June 2014, rate increases provided by the Second Amendment to our senior debt facility and an increase in rate on our New Series Convertible Notes.

On October 21, 2014, we restructured a majority of our debt by entering into the Second Amendment to our Financing Agreement and an Exchange Agreement with our Convertible Note holders. Both transactions were recorded as debt extinguishments. As a result, we recorded a $16.1 million loss to other expense. Charges related to the Second Amendment include a $578,000 cash fee and $3.5 million fee warrant payable in cash or at the option of the lender, upon exercise, in shares of common stock. The fee warrant also required a charge of $2.4 million for the fair value of the warrant feature and we expensed $2.7 million in unamortized costs previously deferred and incurred at the inception of the Financing Agreement. The Convertible Note Exchange resulted in charges totaling $6.4 million comprised of $5.1 million related to the true-up shares issued in connection with the exchange, $282,000 in unamortized discount and $956,000 in unamortized costs previously deferred and incurred at the inception of the original Note issuance. We also expensed a $577,000 in unamortized deferred financing costs upon the repayment of the New Series Convertible Note C as a result of the sale of our lead business.

Other expense for the year ended December 31, 2014 also includes a $1.0 million early repayment fee to our senior lenders for the reduction of the term loan paid from the sale proceeds of our lead business.

For the year ended December 31, 2013, we recorded a loss of $187,000 on debt extinguishments. We wrote off $310,000 in unamortized debt issuance costs in connection with the refinance of a significant portion of our senior debt which was offset by a gain of $123,000 net of unamortized issue costs, for the repurchase of $45.3 million in Convertible Notes.

Other (expense) income for the year ended December 31, 2014 includes income of $1.6 million compared to income of $3,000 for the year ended December 31, 2013 to adjust financial instruments to their respective fair values due to a reduction in the market price of our common stock. The 2014 adjustment relates to the change in fair value of the fee warrant liability issued in connection with the Second Amendment and the 2013 adjustment relates to the put warrant liability issued in connection with the 7% Convertible Notes.

For the year ended December 31, 2013, we also recorded a $347,000 gain on the dissolution of our joint venture in Ithaca, New York.

Income Taxes

For the year ended December 31, 2014, we recognized a consolidated income tax expense of $1.2 million on a loss from continuing operations of $40.0 million resulting in a negative effective tax rate of 3%. For the year ended December 31, 2013, we recognized a consolidated income tax benefit of $14.8 million on a loss from continuing operations of $53.3 million resulting in an effective tax rate of 28%. Our effective rate may differ from the blended expected statutory income tax rate due to permanent differences between income for tax purposes and income for book purposes. These permanent differences include fair value adjustments to financial instruments, stock based compensation, amortization of certain intangibles and certain non-deductible expenses such as impairment charges to goodwill acquired in stock acquisitions.

For the year ended December 31, 2014, we recorded an increase to our valuation allowance of approximately $15.0 million to reduce deferred income tax assets, primarily net operating loss carryforwards, to the amount that is more likely than not to be realized in future periods which is reflected in our effective tax rate. In evaluating our ability to recover our deferred income tax assets we consider all available positive and negative evidence, including operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction by jurisdiction basis

 

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Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Consolidated net sales decreased by $50.0 million, or 9.9%, to $457.2 million in the year ended December 31, 2013, compared to consolidated net sales of $507.2 million in the year ended December 31, 2012. Acquisitions added $9.8 million to consolidated net sales. Excluding acquisitions, we reported decreases in average metal selling prices representing net sales of $64.6 million offset by a $4.8 million increase due to higher selling volume.

Due to the many different ferrous and non-ferrous commodities that we buy, process and sell as well the various grades of material within those commodities and the mix of material sold through each of our locations, sales totals can vary.

Ferrous Sales

Ferrous sales decreased by $2.7 million, or 1.2%, to $213.9 million in the year ended December 31, 2013, compared to ferrous sales of $216.6 million in the year ended December 31, 2012. Acquisitions added $8.8 million and 25,600 tons to ferrous sales in 2013. Excluding acquisitions, ferrous sales decreased by $11.5 million. The decrease in ferrous sales was attributable to lower average selling prices totaling $16.8 million offset by higher volume sold of 12,800 tons amounting to $5.3 million. Ferrous selling prices were affected by both planned and unplanned mill outages at several of our large steel mill customers. The lower demand from these mills resulted in lower scrap prices, particularly through the second and third quarters of 2013. These mills have since resolved their production issues and/or completed the various plant upgrades. These improvements contributed to the higher pricing in the latter part of the year with production levels expected to increase in 2014. Steel prices were negatively impacted by cheaper imports, oversupply in the market, weak demand in the U.S. and Europe and tempered growth in Asia. All combined to put additional downward pressure on ferrous scrap prices. The average selling price for ferrous products was approximately $371 per ton for the year ended December 31, 2013, compared to $403 per ton for the year ended December 31, 2012.

Further softening in export markets and a stronger U.S dollar is weighing on ferrous pricing in early 2014, particularly on the U.S. East Coast. Steel prices have been impacted by cheaper imports, oversupply in the market, weak demand in the U.S. and Europe and tempering growth in Asia, resulting in additional pressure to ferrous scrap prices. Improving growth in the domestic economy and demand from the auto manufacturing industry should temper significant ferrous price declines. The U.S. steel industry continues to be impacted by excess capacity and high costs inviting competition from imported steel, which may affect scrap demand. Weaker demand for scrap by Turkey caused by political unrest and economic uncertainty is also pressuring selling prices of scrap sold domestically. However, we expect to increase ferrous scrap shipment volumes above 2013 levels.

Non-Ferrous Sales

Non-ferrous sales decreased by $47.0 million, or 16.4%, to $239.5 million in the year ended December 31, 2013, compared to non-ferrous sales of $286.5 million in the year ended December 31, 2012. Acquisitions added $376,000 and 631,000 pounds to non-ferrous sales. Excluding acquisitions, non-ferrous sales decreased by $47.4 million. Excluding acquisitions, base non-ferrous, PGM and minor metal sales decreased by $9.6 million, $22.4 million and $15.4 million, respectively. Slightly higher sales volume in base non-ferrous metals totaling $137,000 was offset by lower average selling prices amounting to $9.7 million. The average selling price for base non-ferrous products was $0.93 per pound for the year ended December 31, 2013, compared to $0.99 per pound for the year ended December 31, 2012. PGM and minor metal commodity sales were lower primarily due to lower volumes amounting to $28.5 million, but also resulted from lower average selling prices totaling of $9.4 million. The average selling price for PGM material was approximately $985 per troy ounce for the year ended December 31, 2013 compared to $1,006 per troy ounce for the year ended December 31, 2012, a decrease of approximately 2.1%. After falling from higher spot prices early in the year, platinum prices stabilized into a

 

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lower trading range by year’s end but continue to be volatile. Total PGM sales volumes amounted to 35,600 troy ounces for the year ended December 31, 2013, compared to 52,200 troy ounces sold for the year ended December 31, 2012 due to lower purchases of PGM catalyst material.

Operating expenses

Operating expenses decreased by $43.0 million, or 10.1%, to $425.4 million for the year ended December 31, 2013, compared to operating expenses of $468.4 million for the year ended December 31, 2012. Acquisitions added $8.8 million to operating expenses. Excluding acquisitions, the decrease in operating expenses was due to a $50.7 million decrease in the cost of purchased metals and a $1.1 million decrease in other operating expenses. The decrease in the cost of purchased metals is due primarily to pricing as metal prices fell across all scrap metal commodity groups due to lower global demand. A decrease in purchases of PGM catalyst material also contributed to the reduction in cost of purchased metals. Despite lower prices, our gross metal margin percentage increased slightly by approximately 0.8 of a point. Other significant changes in operating expense include a decrease in wages and benefits of $1.5 million due in part to the dissolution of our joint venture in Ithaca, New York in early 2013 and the termination of several management employees late in 2012 who were not replaced in 2013. Outbound freight charges declined $447,000 due to an increase in ferrous material sold using our own fleet of railcars and other miscellaneous operating expenses decreased by $231,000. These expense reductions were offset by increases in shredder waste disposal costs of $680,000 and a $395,000 increase in expense for wear parts, small tools and supplies both due to the increase in production at our New York shredder operations over the prior year.

Selling, General and Administrative

Selling, general and administrative expenses decreased by $4.4 million, or 17.1%, to $21.3 million for the year ended December 31, 2013, compared to $25.7 million for the year ended December 31, 2012. Acquisitions added $466,000 to selling, general, and administrative expenses in 2013. Excluding acquisitions, selling, general and administrative costs decreased by $4.9 million. In 2012, we recorded bad debt charges of $1.8 million and reserved $551,000 for preference claims related to our exposure to a single customer that declared bankruptcy in 2012. The reduction in current year bad debt expense and favorable settlement of the preference claims in 2013 resulted in a $2.6 million swing in our year over year change in expense.

Other significant changes in component expenses of selling, general and administrative costs include a decrease in wages and benefits of $2.2 million due in part to reductions in certain administrative management personnel and lower bonus payouts, reductions of $225,000 in advertising and promotional expenses. These items were offset by increases in consulting and professional fees of $260,000 and insurance costs of $159,000.

Depreciation and Amortization

Depreciation and amortization expenses increased by $697,000 to $16.3 million for the year ended December 31, 2013, compared to $15.6 million for the year ended December 31, 2012. Acquisitions added $186,000 to depreciation and amortization expense. Excluding acquisitions, depreciation and amortization expense increased by $511,000 due to effect of capital expenditures made in the current and recent preceding years. We expect depreciation and amortization expense to remain relatively stable in the next year as the Company adheres to a lower maintenance capital expenditure budget.

Impairment charges

In 2013, we performed an interim impairment analysis at September 30 as actual operating results for the year to date did not meet our previously forecasted expectations. As a result of the impairment tests performed, the Company recorded a goodwill impairment charge of $32.3 million to several reporting units in our Scrap Metal Recycling segment. We also recorded impairment charges of $5.3 million to write-down the carrying value

 

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of a supplier list at our Akron, Ohio Scrap Recycling Reporting Unit and $1.1 million to a trade name that we no longer expect to use. In September 2012, we identified competitive pressures in sourcing PGM catalysts, its effect on gross margins and anticipated future cash flows as a triggering event with respect to our PGM reporting units and we performed an interim impairment analysis at September 30, 2012, which resulted in a goodwill impairment charge of $12.0 million and a $100,000 impairment charge to a trade name. At December 31, 2012, we performed our annual impairment test and determined that the expected future cash flows of our Ohio and Pittsburgh scrap metal recycling reporting units, when discounted, resulted in fair values that did not exceed their respective carrying values. This resulted in additional goodwill impairment charges of $3.5 million for our Ohio reporting unit and $3.7 million for our Pittsburgh reporting unit.

Operating Income (Loss)

We reported a consolidated operating loss of $44.5 million for the year ended December 31, 2013, an increase of $22.4 million, compared to an operating loss of $22.1 million for the year ended December 31, 2012 due primarily to impairment charges to goodwill and other intangible assets. For the years ended December 31, 2013 and 2012, our consolidated operating losses included goodwill and other intangible asset impairment charges of $38.7 million and $19.6 million, respectively. Acquisitions added operating income of $309,000 to our consolidated operating loss for the year ended December 31, 2013. Operating results in fiscal 2013 were negatively impacted by reductions in metal prices for all scrap commodities compared to the prior year. Softening demand for scrap metal, particularly in the second quarter of 2013, combined with continued material supply constraints and strong competition in sourcing material negatively impacted selling prices and produced lower metal margins. Consolidated operating costs increased but were offset by reductions in selling, general and administrative costs. Excluding the effect of impairment charges, our operating loss increased by $3.2 million.

Financial and Other Income (Expense)

Consolidated interest expense was $9.0 million for the year ended December 31, 2013, compared to $9.1 million for the year ended December 31, 2012. The $97,000 decrease in interest expense reflects changes in debt balances and corresponding interest rates.

Other (expense) income for the year ended December 31, 2013 includes income of $3,000 to adjust financial instruments to their respective fair values compared to income of $196,000 for the year ended December 31, 2012 due to a reduction in the market price of our common stock. Other income for the year ended December 31, 2012 includes a $4.6 million gain related to the settlement of a dispute with the former owners of a previous acquisition.

For the year ended December 31, 2013 we recorded a loss of $187,000 on debt extinguishments. We wrote off $310,000 in unamortized debt issuance costs in connection with the refinance of a significant portion of our senior debt which was offset by a gain of $123,000 net of unamortized issue costs, for the repurchase of $45.3 million in Convertible Notes.

We also recorded a $347,000 gain on the dissolution of our joint venture in Ithaca, New York.

Income Taxes

For the year ended December 31, 2013, we recognized an income tax benefit of $14.8 million on a loss from continuing operations of $53.2 million resulting in an effective tax rate of 28%. For the year ended December 31, 2012, we recognized an income tax benefit of $8.5 million on a loss from continuing operations of $26.4 million resulting in an effective tax rate of 32%. Our effective rate may differ from the blended expected statutory income tax rate due to permanent differences between income for tax purposes and income for book purposes. These permanent differences include fair value adjustments to financial instruments, stock based compensation, amortization of certain intangibles and certain non-deductible expenses such as impairment charges to goodwill acquired in stock acquisitions.

 

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QUARTERLY FINANCIAL INFORMATION

(Unaudited)

 

		Quarter Ended March 31, 2013				Quarter Ended June 30, 2013				Quarter Ended September 30, 2013				Quarter Ended December 31, 2013				Quarter Ended March 31, 2014				Quarter Ended June 30, 2014				Quarter Ended September 30, 2014				Quarter Ended December 31, 2014
		($ in thousands, except per share data)
Revenue		$	120,309			$	110,207			$	117,748			$	108,920			$	118,539			$	125,865			$	128,586			$	103,047
Costs and expenses
Operating expenses			111,405				104,190				108,152				101,683				112,265				115,034				118,089				98,988
Selling, general and administrative expenses			5,660				5,345				4,953				5,327				5,362				5,046				4,477				4,515
Depreciation and amortization			4,069				4,052				4,182				4,006				3,995				3,836				3.873				4,045
Impairment charges			—				—				38,737				—				—				—				—				11,216
Gain on acquisition			—				—				(105	)			—				—				—				—				—
			121,134				113,587				155,919				111,016				121,622				123,916				126,439				118,764
Operating income (loss)		$	(825	)		$	(3,380	)		$	(38,171	)		$	(2,096	)		$	(3,083	)		$	(1,949	)		$	2,147			$	(15,717	)
Consolidated net income (loss)		$	(1,232	)		$	(2,729	)		$	(27,699	)		$	(3,267	)		$	(4,211	)		$	277			$	(7,011	)		$	(34,492	)
Consolidated net income (loss) attributable to Metalico, Inc.		$	(1,179	)		$	(2,732	)		$	(27,651	)		$	(3,253	)		$	(3,918	)		$	299			$	(6,903	)		$	(33,863	)
Earnings (loss) from Continuing operations per common share:
Basic and Diluted		$	(0.04	)		$	(0.10	)		$	(0.56	)		$	(0.09	)		$	(0.09	)		$	(0.00	)		$	(0.04	)		$	(0.58	)
Weighted Average Common Shares Outstanding:
Basic and Diluted			47,753,349				47,937,871				48,035,117				48,076,923				47,753,349				47,937,871				48,035,117				57,447,405

LIQUIDITY AND CAPITAL RESOURCES

The Company has certain contractual obligations and commercial commitments to make future payments. The following table summarizes these future obligations and commitments, excluding discounts as of December 31, 2014 ($ in thousands):

 

		Total				Less Than 1 Year				1-3 Years				4-5 Years				After 5 Years
Debt obligations(1)		$	71,805			$	3,471			$	7,416			$	7,546			$	53,372
Capital lease obligations(2)			7,578				3,042				3,654				881				1
Operating lease obligations			4,917				1,364				1,910				988				655
Letters of credit			3,785				3,785				—				—				—
Environmental obligations			813				88				70				75				580
Total		$	88,898			$	11,750			$	13,050			$	9,490			$	54,608

 

(1)

Approximately 65% of our debt obligations as of December 31, 2014 accrued interest at a variable rate (the lender’s base rate plus a margin, an effective rate of 5.01% for revolving loans and 10.5% for term loans as of December 31, 2014). The remaining 35% of debt obligations as of December 31, 2014 required accrued interest at fixed rates having a weighted average rate of 7.95%.

(2)	Includes capital leases and installment notes for capital equipment. Interest expense on capital lease obligations for 2014 is estimated to approximate $317,000 calculated by multiplying the outstanding principal balance by the obligation’s applicable interest rate in effect at December 31, 2014.

 

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Cash Flows

Cash from operations

For the year ended December 31, 2014, we generated $17.7 million of cash flows from operating activities compared to $21.9 of cash generated in 2013 and $22.4 million generated in 2012. In 2014, continuing operations contributed $13.0 million and discontinued operations contributed $4.7 million of the total cash flows from operating activities. For the year ended December 31, 2014, the Company’s net loss of $45.4 million less a loss from discontinued operations of $4.2 million were offset by net non-cash items totaling $41.4 million and a $12.8 million decrease in working capital components. Non-cash items included $17.1 million in depreciation and amortization; $11.2 million in impairment charges for goodwill and other intangibles; an $11.7 million loss on debt extinguishments and other net noncash items totaling $1.4 million. Changes in working capital items include a $4.4 million reduction in accounts receivable due to lower December revenues; a $9.0 million reduction in inventory balances due to a reduction in material purchases at year end and reduction in prepaid items totaling $1.9 million due primarily to the collection of anticipated tax refunds. These items were offset by a $2.4 million decrease in accounts payable and accrued expense due to lower year end material purchasing.

For the year ended December 31, 2013, we generated $21.9 million of cash flows from operating activities. Continuing operations contributed $17.0 million and discontinued operations contributed $4.9 million of the total cash flows from operating activities. For the year ended December 31, 2013, the Company’s net loss of $34.9 million and income from discontinued operations of $3.5 million were offset by net non-cash items totaling $47.0 million and a $8.4 million decrease in working capital components. Non-cash items included $17.3 million in depreciation and amortization; $38.7 million in impairment charges for goodwill and other intangibles and other net noncash items totaling $1.5 million were offset by a $10.5 million decrease in deferred income taxes due primarily to the impairment of intangible assets. Changes in working capital items for 2013 include $7.4 million for a decrease in accounts receivable due to lower sales and timing of collections, $3.7 million for decreases in inventory due primarily to lower levels of base non-ferrous and lead inventory on hand, $903,000 for decreases in prepaid expenses and other items. These working capital items were offset by a $3.6 million decrease in accounts payable and accrued expenses due primarily to timing of purchases and the need for certain accruals in the previous year.

For the year ended December 31, 2012, we generated $23.8 million of cash flows from our operating activities. Continuing operations contributed $23.8 million and discontinued operations used $1.4 million of the total cash flows from operating activities. For the year ended December 31, 2012, the Company’s net loss of $13.1 million and income from discontinued operations of $4.7 million were offset by net non-cash items totaling $33.0 million and a $8.6 million decrease in working capital components. Non-cash items included $16.5 million in depreciation and amortization; $19.6 million in impairment charges for goodwill and other intangibles; $1.7 million in stock-based compensation and $1.9 million charge for bad debts and $416,000 in reserves for vendor advances. The items were offset by $6.0 million of deferred tax benefit and $1.0 million gain from settlements. Changes in working capital items for 2012 include $19.3 million for decreases in inventory and $2.2 million for decreases in prepaid expenses and other items. These working capital items were offset by a $11.4 million decrease in accounts receivable and a $1.5 million increase in accounts payable and accrued expenses.

Cash from investing

For the year ended December 31, 2014, we generated $21.2 million of cash flows from investing activities compared to $12.9 of cash used in 2013 and $23.9 million used in 2012. In 2014, continuing operations contributed $22.1 million and discontinued operations used $911,000 of the total cash flows from investing activities. For the year ended December 31, 2014, we received $31.3 million in proceeds from the sale of our lead business and $371,000 in cash proceeds received on the disposal of property and equipment. These items were offset by $9.7 million in cash paid to purchase equipment and make capital improvements.

For the year ended December 31, 2013, we used $12.1 million in cash for investing activities. In 2013, continuing operations used $12.1 million and discontinued operations used $14,000 of the total cash flows from investing activities. We paid $9.4 million to purchase equipment and make capital improvements. We also paid

 

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$2.1 million to acquire three scrap metal recycling businesses and had a $797,000 increase in other assets. These items were offset by $211,000 in cash proceeds received on the disposal of property and equipment.

For the year ended December 31, 2012, we used $23.9 million in cash for investing activities. In 2012, continuing operations used $23.6 million and discontinued operations used $321,000 of the total cash flows from investing activities. We paid $21.6 million to purchase equipment and make capital improvements. We also paid $2.0 million to acquire two businesses and invested $600,000 in cash in a joint venture scrap facility in Cleveland, Ohio. These items were offset by a $684,000 decrease in other assets and $40,000 in proceeds from the disposal of property and equipment.

Cash from financing

For the year ended December 31, 2014, we used $42.2 million of cash flows for financing activities compared to $8.2 of cash used in 2013 and $1.0 million generated in 2012. In 2014, continuing operations used $42.3 million and discontinued operations generated $84,000 of the total cash flows from financing activities. For the year ended December 31, 2014, we repaid $25.9 million in debt primarily from the proceeds of our lead business and reduced the outstanding balance of our revolving credit facility by $16.8 million and we paid $2.5 million in debt issue costs related to the Second Amendment to the Financing Agreement and the Convertible Note Exchange in October 2014. These amounts were offset by $2.9 million in proceeds from new borrowings.

For the year ended December 31, 2013, we used $8.2 million in financing activities all from continuing operations. We received $42.9 million in proceeds from new borrowings, primarily from the term portion of the Financing Agreement entered into in November 2013 used to repurchase our 7% Convertible Notes. We also received $8.8 million in proceeds from our revolving credit facility. These amounts were offset by principal payments on debt of $52.8 million which included Note repurchases of $42.9 million and we paid $7.0 million in debt issue costs primarily related to the Financing Agreement.

For the year ended December 31, 2012, we generated $1.0 million from financing activities all from continuing operations. We received $9.6 million in proceeds from our revolving credit facility; $6.1 million in proceeds from other new borrowings and $36,000 in proceeds from the exercise of common stock options. These amounts were offset by principal payments on debt of $14.1 million and $564,000 in debt issue costs paid.

Financing and Capitalization

Senior Credit Facilities

On November 21, 2013, we entered into a Financing Agreement (the “Financing Agreement”) with a syndicate of lenders led by TPG Specialty Lending, Inc. (“TPG”), as agent. The six-year agreement consists of senior secured credit facilities in the aggregate amount of $125.0 million, including a $65.0 million revolving line of credit and two term loan facilities totaling $60.0 million. The revolving line of credit provides for revolving loans that, in the aggregate, are not to exceed the lesser of $65.0 million and a “Borrowing Base” amount based on specified percentages of eligible accounts receivable and inventory. On October 21, 2014, we entered into a Second Amendment (“Second Amendment”) to the Financing Agreement which increased interest rate margins for revolving and term loans. Revolving loans accrue interest at either the “Base Rate” (a rate determined by reference to the prime rate but in any event not less than 4.00%) plus 2.75% or, at the Company’s election, a LIBOR-based rate (the current LIBOR rate but in any event not less than 1.00%) plus 3.75% (an aggregate effective rate of 5.01% at December 31, 2014). The term loans bear interest at the Base Rate plus 8.50% or, at the Company’s election, the LIBOR-based rate (the current LIBOR rate but in any event not less than 1.00%) plus 9.50% (an aggregate effective rate of 10.5% at December 31, 2014). Obligations under the Financing Agreement are secured by substantially all of the Company’s assets. Outstanding balances under the revolving line of credit and term loans were $31.4 million and $20.0 million, respectively, as of December 31, 2014. Availability under the revolving portion of the Financing Agreement was $8.0 million at December 31, 2014. The Second Amendment also waived the previously existing defaults under the Financing Agreement, lifted a non-payment blockage to junior lenders, and provided consent to amend the Senior Unsecured Convertible Notes described below.

 

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Related deferred financing costs are being amortized over the term of the Financing Agreement. In addition to a cash amendment fee of $578,000, the senior lenders also received an additional fee of $3.5 million that is payable either in cash at the maturity of the outstanding term loans under the Financing Agreement and/or, at the holder’s option, but without duplication, in shares of our common stock pursuant to a warrant issued at closing with a cashless exercise feature. The Second Amendment was recorded as a debt extinguishment. As a result, we recorded a $9.2 million loss on extinguishment comprised of $4.1 million in amendment fees charged by the lenders, $2.7 million in unamortized deferred costs capitalized under the original agreement and $2.4 million representing the fair value of the warrant feature of the additional fee. These amounts are reported under loss on debt extinguishment in the Consolidated Statement of Operations.

We remain subject to certain financial covenants (as amended in the Second Amendment), including maximum leverage, maximum capital expenditures and minimum availability, and are restricted from, among other things, paying cash dividends, repurchasing our common stock over certain stated thresholds, and entering into certain transactions without the prior consent of our lenders. We will not be able to meet the maximum leverage ratio covenant as modified under the Second Amendment for the quarter ended March 31, 2015. We are negotiating with our lenders to resolve our anticipated covenant breach. However, we can provide no assurance we will be able to obtain a waiver or amend the agreement that will resolve any noncompliance with covenants.

On December 12, 2011, we entered into an Equipment Finance Agreement (the “Equipment Finance Agreement”) with First Niagara Leasing, Inc. (“First Niagara”) providing up to $10.4 million. We used $6.6 million to repay a term loan provided under the Company’s previous senior secured credit agreement with JPMorgan Chase Bank, NA, Inc., as agent, and other lenders party thereto. The loan is secured by our Buffalo, New York shredder and related equipment. Upon entering the Financing Agreement with the TPG lending group, the Company and First Niagara entered into an amendment adopting the covenants prescribed by the Financing Agreement, which includes the covenants as amended by the Second Amendment. All cross defaults due to the defaults under the Financing Agreement have been waived by First Niagara. A previous loan modification shortened the First Niagara maturity to coincide with the maturity of the Financing Agreement in November 2019 and accordingly increased the required monthly payments from $110,000 to $141,000. The interest rate under the loan remains unchanged at 4.77% per annum. As of December 31, 2014 and 2013, the outstanding balance under the First Niagara loan was $7.4 million and $8.7 million, respectively.

Senior Unsecured Convertible Notes Payable

On April 23, 2008, we entered into a Securities Purchase Agreement with accredited investors (“Note Purchasers”) which provided for the sale of $100.0 million of Senior Unsecured Convertible Notes (the “2008 Notes”) convertible at all times into shares of the Company’s common stock. The original conversion price of the 2008 Notes was $14.00 per share. The 2008 Notes bore interest at 7% per annum, payable in cash, and matured in April 2028. The 2008 Notes also contained an optional repurchase right requiring us to redeem the 2008 Notes at par which was exercised by the Note holders on June 30, 2014. At that time, the aggregate principal balance outstanding under the 2008 Notes, after various equity exchanges and repurchases, was approximately $24.3 million. Due to the our inability to meet the maximum leverage ratio covenant under the Financing Agreement at March 31, 2014, availability under the term portion of the Financing Agreement to redeem the 2008 Notes was restricted by the lenders party to the Financing Agreement and on June 30, 2014, the Company was unable to redeem the 2008 Notes.

On October 20, 2014, the Note holders converted $10.0 million of the debt to Metalico common stock under the terms of the 2008 Notes at a rate of $0.9904 per share and also received rights to additional common shares in the event the trading price of the our stock fell below certain values determined at the fortieth trading day after the date of the Exchange Agreements described below (the “Conversion”). As a result of the initial issuance and subsequent forty trading day true-up, a total of 24,362,743 shares were issuable under the Conversion of which we issued 21,966,941 shares with the remaining 2,395,809 shares deferred by the Note holders to a then unspecified subsequent date in accordance with the applicable terms of the Exchange Agreements. On

 

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January 26, 2015, the remaining 2,395,809 deferred shares were issued. Pursuant to individual Exchange Agreements dated October 21, 2014 (the “Exchange Agreements”), the holders exchanged the remaining principal balance plus accrued unpaid interest, a total of $14.7 million, for three sets of “New Series Convertible Notes” (described below). We recorded the Conversion as a debt extinguishment. As a result of the Conversion, we recorded a loss on extinguishment of $6.4 million, comprised of $5.1 million for common stock issued in the true-up to the Conversion, $955,000 in unamortized deferred costs from the 2008 Notes and $282,000 in unamortized discount related to the value of warrants issued in connection with the 2008 Notes.

New Series Convertible Notes

The remaining $14.7 million 2008 Notes and interest balance not converted on October 20, 2014, was exchanged for New Series Convertible Notes. The aggregate principal amounts of each of the “Series A” New Series Convertible Notes and the “Series C” New Series Convertible Notes is $4.5 million and the aggregate principal amount of the “Series B” New Series Convertible Notes is $5.7 million. The New Series Convertible Notes mature on July 1, 2024 and bear interest, payable in kind, at a rate of 13.5% per annum. The interest rate was applicable retroactively to balances under the 2008 Notes as of July 1, 2014 and resulted in $1.6 million of paid in kind interest expense for the year ended December 31, 2014.

“Series A” New Series Convertible Notes may be converted into shares of our common stock at any time after issuance at a rate of $1.30 per share. We may not redeem any portion of the Series A Notes prior to July 1, 2017, and after that may redeem all or a portion of the balance subject to a 30% premium payable in additional shares of stock. “Series B” New Series Convertible Notes received a conversion rate of $0.3979 based on 110% of the arithmetic average of the weighted average price of our common stock for a thirty-day trading period including the fifteen trading days prior to, and the fifteen trading days commencing on December 31, 2014, and are convertible to Metalico common stock as of that date. All or a portion of the “Series B” New Convertible Note may be redeemed by the Company from portions of the proceeds of specified asset sales and in certain stated and permitted amounts subject to the same premium as the Series A Notes. The “Series C” New Convertible Notes were redeemed at par upon the sale of the Company’s Lead Fabricating business on December 1, 2014, resulting in a loss on extinguishment of $577,000 for the expensing of the pro-rata share of unamortized deferred financing costs incurred in the Conversion.

As of December 31, 2014, the outstanding balance of the New Series Convertible Notes, including accrued and unpaid interest, was $10.5 million. As of December 31, 2013, the outstanding balance on the 2008 Notes was $23.2 million (net of $297,000, in unamortized discount related to the original fair value of warrants issued with the Notes).

Convertible Note Repurchases

At various times during the year ended December 31, 2013, we repurchased an aggregate $45.3 million in Convertible Notes including $36.5 million in conjunction with the refinancing of our senior credit facility as described above. Total repurchases during the year resulted in a gain of $123,000, net of $1.8 million in unamortized deferred financing costs and $541,000 in unamortized warrant discount.

At various times during the year ended December 31, 2012, we repurchased an aggregate $7.3 million in Convertible Notes, in cash for $6.8 million, using proceeds of the revolving credit facility with JPMorgan Chase described above resulting in a gain of $63,000, net of $97,000 in unamortized warrant discount and $320,000 in unamortized deferred financing costs.

On September 28, 2011, we repurchased Convertible Notes totaling $5.0 million for $4.5 million using proceeds of the Chase revolver, resulting in a gain of $243,000, net of $69,000 in unamortized warrant discount and $226,000 in unamortized deferred financing costs.

All Convertible Notes surrendered in these repurchases were retired and cancelled.

 

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Future Capital Requirements

As of December 31, 2014, we had $3.8 million in cash and availability under the revolver portion of the Financing Agreement of $8.0 million. As of December 31, 2014, our current liabilities totaled $20.9 million. We expect to fund our current working capital needs, interest payments and capital expenditures with cash on hand and cash generated from operations, supplemented by borrowings available under our current Financing Agreement and potentially available elsewhere, such as vendor financing, manufacturer financing, operating leases and other equipment lines of credit that are offered to us from time to time. We may also access equity and debt markets for possible acquisitions, working capital and to restructure current debt. We may also seek to sell certain assets to raise cash. Our ability to draw funds under the Financing Agreement for working capital needs is contingent upon our ability to maintain sufficient levels of collateral in the form of eligible accounts receivable and inventory and our continued compliance with the covenants set forth in the Financing Agreement. Significant changes in metal prices and demand for scrap metal within a short period of time can negatively affect the levels of accounts receivable and inventory eligible for collateral and our ability to draw funds under the Financing Agreement. No assurance can be given that we will be able to maintain sufficient levels of collateral or meet certain covenants prescribed by the Financing Agreement and we may not be able to draw funds under the Financing Agreement to meet our obligations.

We evaluated our operating performance to date in 2015. Due to the significant decline in metal commodity prices in the first quarter of 2015, we anticipate that we will not meet our maximum Leverage Ratio covenant for the quarter ended March 31, 2015. We are negotiating with our lenders to resolve our anticipated covenant breach. However, there can be no assurance that we can resolve any noncompliance with our lenders. Our debt could be declared immediately due and payable which would result in us having insufficient liquidity to pay our debt obligations and operate our business. In their audit report dated April 15, 2015, our auditors indicated that these conditions raise substantial doubt about our ability to continue as a going concern.

Historically, we have entered into negotiations with our lenders when we were reasonably concerned about potential breaches and prior to the occurrences of covenant defaults. A breach of any of the covenants contained in lending agreements could result in default under such agreements. In the event of a default, a lender could refuse to make additional advances under the revolving portion of a credit facility, could require us to repay some or all of its outstanding debt prior to maturity, and/or could declare all amounts we borrowed, together with accrued interest, to be due and payable. In the event that this occurs, we may be unable to repay all such accelerated indebtedness, which could have a material adverse impact on our financial position and operating performance.

Off-Balance Sheet Arrangements

Other than operating leases, we do not have any significant off-balance sheet arrangements that are likely to have a current or future effect on our financial condition, result of operations or cash flows.

Dispositions

On December 1, 2014, we completed the sale of substantially all of the assets of our Lead Fabricating operating segment for $31.3 million in cash. The Lead Fabricating operations comprised the entirety of the Company’s former Lead Fabricating reportable segment. The assets and liabilities related to the former Lead Fabricating business have been reclassified in the December 31, 2013 Consolidated Balance Sheet as assets and liabilities of discontinued operations. The results of the operations for our former Lead Fabricating business is reported in Discontinued Operations in the Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012.

Acquisitions

As described in Note 2 to the financial statements, in the year ended December 31, 2013, we acquired substantially all of the operating assets of Furlow’s North East Auto, Inc. an automotive salvage and parts

 

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provider in North East, Pennsylvania; we acquired substantially all of the assets, including real property, of Segel and Son, Inc. a family-owned scrap iron and metal recycling business with facilities in Warren, Pennsylvania and Olean, New York; and we acquired certain accounts, equipment and a lease of certain real property from Three Rivers Scrap Metal, Inc. to operate a scrap metal recycling facility in the Greater Pittsburgh area in north suburban Conway, Beaver County, Pennsylvania.

In the year ended December 31, 2012, we acquired 100% of the outstanding capital stock of Skyway Auto Parts, Inc., an auto dismantler located in Buffalo, New York; we acquired substantially all of the assets, including real property, of Bergen Auto Recycling LLC., an auto dismantler located in Bergen, New York; and we formed a joint venture to operate a new scrap recycling facility in Cleveland, Ohio.

We will continue to seek opportunities to acquire smaller tuck-in operations on terms we deem favorable.

Capital Expenditures

At the end of 2012, we concluded a two-year plan of expansion via capital expenditure spending and made significant reductions in capital expenditure levels for 2014 and 2013. For the year ended December 31, 2014, capital expenditures totaled $9.7 million which included $7.5 million for the purchase of equipment and vehicles used throughout our operations. The $2.2 million balance in capital expenditures for 2014 included $1.0 million completed facility improvements at several of our locations and $1.2 million in construction in progress. For the year ended December 31, 2013, capital expenditures totaled $9.4 million which included $5.8 million for the purchase of equipment and vehicles used throughout our operations. The $3.6 million balance in capital expenditures for 2013 included facility improvements at several of our locations, including $934,000 in additions to our Western New York Shredder facility.

Contingencies

We are involved in certain other legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such other proceedings and litigation will not materially affect the Company’s consolidated financial position, results of operations, or cash flows.

The Company does not carry, and does not expect to carry for the foreseeable future, significant insurance coverage for environmental liability because the Company believes that the cost for such insurance is not economical. However, we continue to monitor products offered by various insurers that may prove to be practical. Accordingly, if the Company were to incur liability for environmental damage in excess of accrued environmental remediation liabilities, its consolidated financial position, results of operations, and cash flows could be materially adversely affected. The Company and its subsidiaries are at this time in material compliance with all of their pending remediation obligations.

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial risk resulting from fluctuations in interest rates and commodity prices. We seek to minimize these risks through regular operating and financing activities.

Interest rate risk

We are exposed to interest rate risk on our floating rate borrowings. As of December 31, 2014, $51.4 million of our outstanding debt consisted of variable rate borrowings pursuant to the Financing Agreement entered into on November 21, 2013. Borrowings under the Financing Agreement bear interest at either, the prime rate of interest plus a margin or LIBOR plus a margin. Increases in either the prime rate or LIBOR may increase interest expense. Assuming our variable borrowings at December 31, 2014 were to equal the average borrowings under our Financing Agreement during a fiscal year, a hypothetical increase or decrease in interest rates by 1% would increase or decrease interest expense on our variable borrowings by approximately $141,000 per year due

 

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to interest rate floors on our variable rate debt with a corresponding change in cash flows. We have no open interest rate protection agreements as of December 31, 2014.

Commodity price risk

We are exposed to risks associated with fluctuations in the market price for both ferrous and non-ferrous metals which are at times volatile. See the discussion under the section entitled “Risk Factors — The metals recycling industry is highly cyclical and export markets can be volatile” located in this Annual Report. We attempt to mitigate this risk by seeking to turn our inventories quickly as markets allow instead of holding inventories in anticipation of higher commodity prices. We use forward sales contracts with PGM substrate processors to hedge against the extremely volatile PGM metal prices. The Company estimates that if selling prices decreased by 10% in any of the business units in which it operates, there would not be a material write-down of any reported inventory values.

Foreign currency risk

International sales account for an immaterial amount of our consolidated net sales and all of our international sales are denominated in U.S. dollars. We also purchase a small percentage of our raw materials from international vendors and these purchases are also denominated in local currencies. Consequently, we do not enter into any foreign currency swaps to mitigate our exposure to fluctuations in the currency rates.

Risk from Common Stock market price

We are exposed to risks associated with the market price of our own common stock. In connection with certain financings, we have issued fee warrants that may require us to issue shares for a value greater than the face amount of the fee. We are required to use the value of our common stock as an input variable to determine the fair value of the liability associated with the put warrant. Fluctuations in the market price of our common stock have an effect on the liability. For example, if the price of our common stock was $1.00 higher as of December 31, 2014, the increase in our warrant liability would be $3.3 million.

 

Item 8.

Financial Statements and Supplementary Data

The financial statements data required by this Item 8 are set forth at the pages indicated at Item 15(a)(1).

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

 

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2014 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. With the participation of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of our businesses. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2014.

There were no material changes in our internal control over financial reporting during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The report called for by Item 308(a) of Regulation S-K is included herein as “Management’s Report on Internal Control Over Financial Reporting.”

At December 31, 2013, the Company was no longer considered an accelerated filer. Section 404(b) of the Sarbanes-Oxley Act requiring an Independent Registered Public Accounting Firm Report on Internal Control over Financial Reporting shall not apply with respect to any audit report prepared for an issuer that is neither an accelerated filer nor a large accelerated filer as defined in Rule 12b-29 under the Exchange Act.

 

Item 9B.

Other Information

None.

 

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PART III

 

Item	10. Directors, Executive Officers, and Corporate Governance

Directors and Executive Officers

Carlos E. Agüero, age 62, founded Metalico in August 1997 and has served as its Chairman of the Board, President and Chief Executive Officer since that time. From 1990 to 1996, he held the positions of President, Chief Executive Officer and a director of Continental Waste Industries, which he founded in 1990 and helped guide through more than thirty acquisitions and mergers. Continental commenced trading on the NASDAQ National Market in 1993 and was acquired by Republic Industries in 1996. Mr. Agüero was formerly a director of EQM Technologies & Energy, Inc. (“EQM”), the successor by merger to Beacon Energy Holdings, Inc., a corporation organized to produce and market biodiesel within the larger biofuels sector and to invest in other biodiesel producers. We currently own 5.5% of the outstanding common stock of EQM, which trades through the OTCQB Marketplace.

Michael J. Drury, age 57, has been an Executive Vice President since our founding in August 1997 and a Director since September 1997. He was additionally named Chief Operating Officer for PGM and Lead Operations in 2011 and Chief Operating Officer for all company operations effective January 1, 2013. He served as our Secretary from March 2000 to July 2004. From 1990 to 1997, Mr. Drury was Senior Vice President, Chief Financial Officer and a director of Continental Waste Industries. He has a degree in accounting and is experienced in acquisition development, investor relations, operations and debt management. He has broad knowledge of debt financing and industrial operations.

Bret R. Maxwell, age 56, has been a Director since September 1997. He has been the managing general partner of MK Capital LP, a venture capital firm specializing in investments in technology, digital media and outsourcing companies, since its formation in 2002. Beginning in 1982, Mr. Maxwell was employed by First Analysis Corporation, where he founded the venture capital practice in 1985 and was later co-chief executive officer. Since 1985 he has personally led more than forty investments in industries including telecommunication products and services, environmental services, information security and business services. He brings an investor’s perspective to the Board. Mr. Maxwell chairs the Board’s Compensation Committee and also serves on the Audit and Nominating Committees.

Paul A. Garrett, age 68, has been a Director since March 2005. From 1991 to 1998 he was the chief executive officer of FCR, Inc., an environmental services company involved in the recycling of paper, plastic, aluminum, glass and metals. Upon FCR’s merger in 1998 into KTI, Inc., a solid waste disposal and recycling concern that operated waste-to-energy facilities and manufacturing facilities utilizing recycled materials, he was appointed vice chairman and a member of KTI’s Executive Committee. He held those positions until KTI was acquired by Casella Waste Systems, Inc., in 1999. For a period of ten years before his entry into the recycling industry Mr. Garrett was an audit partner with the former Arthur Andersen & Co. The Board recognized this experience in recommending his election and his appointment to our Audit Committee. He also serves as a director and chair of the audit committee of EQM Technologies & Energy, Inc., an environmental engineering and remediation concern. He chairs the Board’s Audit Committee and serves on the Nominating and Compensation Committees.

Sean P. Duffy, age 55, has been a Director since 2010. He is the President and Chief Operating Officer of Re Community, Inc., an innovative recycling company based in Charlotte, North Carolina, and was the President of FCR Recycling and a Regional Vice President of its parent, Casella Waste Systems, Inc. until the sale of FCR to Re Community in 2011. Re Community processes and resells recyclable materials originating from the municipal solid waste stream, including newsprint, cardboard, office paper, containers and bottles. Mr. Duffy joined FCR at its founding in 1983 and served that company in various capacities, including President, until it was acquired by Casella in 1999. He is an experienced executive with background and perspective in segments of the recycling industry in which the Company has had little or no prior activity. He chairs the Nominating Committee and is also a member of the Board’s Audit and Compensation Committees.

 

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Cary M. Grossman, age 61, was elected a Director effective January 1, 2015. Mr. Grossman is the President of Shoreline Capital Advisors, Inc., an investment and merchant banking firm he co-founded in 2011, where, among other services, he provides interim management and restructuring services. Recently he served as interim Chief Executive Officer of Blaze Recycling & Metals, LLC. He was the Chief Financial Officer of Blaze Recycling, a scrap metal recycler with nine facilities in Georgia, Florida and Alabama, from 2007 through 2009 and a full-time consultant to Blaze thereafter through February 2011. He was a director of INX, Inc., a provider of network infrastructure services and equipment, where he served on the Compensation and Audit Committees, from 2004 until its acquisition by Presidio, Inc. in 2011. Prior to 2007 he worked in a variety of senior executive positions with various public and private concerns in several industries. Mr. Grossman is a Certified Public Accountant. He is a member of the Board’s Audit Committee.

Arnold S. Graber, age 61, has been Executive Vice President and General Counsel of the Company since May 2004 and our Secretary since July 2004. From 2002 until April 2004 he practiced with a law firm in New York, New York, where he focused on transactional matters and corporate finance. From 1998 to 2001 he served as general counsel of a privately held national paging carrier and telecommunications retailer. He has nearly thirty years’ experience as a commercial and transactional generalist. He is a member of the bars of the States of Illinois, New Jersey, and New York.

Kevin Whalen, age 51, was appointed a Senior Vice President and our Chief Financial Officer as of July 1, 2012. He joined the Company in July 2004 as Corporate Controller and was named a Vice President in 2006. From 2000 to 2004 Mr. Whalen served as Finance Manager of iVoice, Inc. in Matawan, New Jersey. From 1996 to 2000, Mr. Whalen was the Corporate Controller for Willcox & Gibbs, in Carteret, New Jersey. His responsibilities at Metalico include preparation of financial statements and SEC reports. He is a Certified Public Accountant with broad tax expertise.

Eric W. Finlayson, age 56, has been our Senior Vice President, Treasurer and Director of Risk Management since July 1, 2012. Prior to that he had served as the Company’s Senior Vice President and Chief Financial Officer since its founding in August 1997. Mr. Finlayson is a Certified Public Accountant with more than twenty-five years of experience in accounting and financial oversight. He has extensive background in SEC reporting and compliance. From 1993 through 1997, Mr. Finlayson was Corporate Controller of Continental Waste Industries.

General

Carlos E. Agüero serves as both our principal executive officer and chairman at the pleasure of the Board. The directors have determined that Mr. Agüero’s experience in our industry and in corporate transactions, and his personal commitment to the Company as a founder, investor, and employee, make him uniquely qualified to supervise our operations and to execute our business strategies. The Board is also cognizant of the Company’s relatively small size compared to its publicly traded competitors and its relative youth as a corporate organization. Management’s activities are monitored by standing committees of the Board, principally the Audit Committee and the Compensation Committee. Both of these committees are comprised solely of independent directors. For these reasons, the directors deem this leadership structure appropriate for us. We have not designated a lead director.

Although our full Board of Directors is ultimately responsible for the oversight of our risk management processes, the Board is assisted in this task by a number of its committees. These committees are primarily responsible for considering and overseeing the risks within their particular areas of concern. For example, the Audit Committee, whose duties are described in more detail below, focuses on financial reporting and operational risk. As provided in its charter, the Audit Committee meets regularly with management and our independent registered public accountants to discuss the integrity of our financial reporting processes and internal controls as well as the steps that have been take to monitor and control risks related to such matters. Our Compensation Committee, whose duties are described in more detail below, evaluates the risks that our executive compensation programs may generate.

 

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Day-to-day risk management responsibilities are assigned to our President and our Executive Vice President and Chief Operating Officer, who sit on and report to the Board, and our Senior Vice President and Director of Risk Management and Senior Vice President and Chief Financial Officer.

The Board of Directors has established a standing Audit Committee. Committee Chair Paul A. Garrett and the other members of the Committee, Directors Bret R. Maxwell, Sean P. Duffy and Cary M. Grossman, are each “independent” as defined in the listing standards of NYSE MKT and under the SEC’s Rule 10A-3. The Board has determined that Mr. Garrett satisfies the requirements for an “audit committee financial expert” under the rules and regulations of the SEC, based on Mr. Garrett’s experience as set forth in his biographical information above.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee through 2014 were Messrs. Maxwell (Committee Chair), Duffy, and Garrett, who continue to comprise the committee as of March 11, 2015. None of the members of our Compensation Committee has at any time been one of our officers or employees. None of our executive officers serves as a director or compensation committee member of any entity that has one or more of its executive officers serving as one of our Directors or on our Compensation Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act requires that the Company’s directors, executive officers, and 10% stockholders file reports of ownership and changes in ownership with the SEC and NYSE MKT. Directors, officers, and 10% stockholders are required by the Securities and Exchange Commission to furnish the Company with copies of the reports they file.

Based solely on its review of the copies of such reports and written representations from certain reporting persons, we believe that all of our directors, officers, and 10% stockholders complied with all filing requirements applicable to them during the 2014 fiscal year.

Code of Ethics

The Company has adopted a code of business conduct and ethics applicable to its directors, officers (including its principal executive officer, principal financial officer, principal accounting officer, and controller) and employees, known as the Code of Business Conduct and Ethics. The Code is available on the Company’s website at www.metalico.com. In the event that the Company amends or waives any of the provisions of the Code applicable to its principal executive officer, principal financial officer, principal accounting officer, or controller, the Company intends to disclose the same on its website.

 

Item 11.

Executive Compensation

The Board of Directors has also established a standing Compensation Committee consisting of Directors Bret R. Maxwell (Committee Chair), Sean P. Duffy and Paul A. Garrett. Each member of the Compensation Committee is “independent” as defined in the listing standards of NYSE MKT and under the SEC’s Rule 10A-3. A copy of the Company’s Compensation Committee Charter is available on our website, www.metalico.com.

Compensation Discussion and Analysis

The Company’s primary philosophy for compensation is to offer a program that rewards each of the members of senior management commensurately with the Company’s overall growth and performance, including each person’s individual performance during the previous fiscal year. The Company’s compensation program for senior management is intended to attract and retain individuals who are capable of leading the Company in achieving its business objectives in an industry characterized by competitiveness, volatility, growth and change.

 

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We consider the impact of our executive compensation program, and the incentives created by the compensation awards, on our risk profile. In addition, we review all of our compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to us. Based on this review, we have concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on us.

The Company believes a substantial portion of the annual compensation of each member of senior management should relate to, and should be contingent upon, the success of the Company, as well as the individual contribution of each particular person to that success. As a result, a significant portion of the total compensation package consists of variable, performance-based components, such as bonuses and stock awards, which can increase or decrease to reflect changes in corporate and individual performance.

Overview of Cash and Equity Compensation

We compensate our executive officers in three different ways in order to achieve different goals. Cash compensation, for example, provides our executive officers a base salary. Incentive bonus compensation is generally linked to the achievement of short-term financial and business goals, and is intended to reward our executive officers for our overall performance, as well as their individual performance in reaching annual goals that are agreed to in advance by management and the Compensation Committee. Stock options and grants of restricted and deferred stock are intended to link our executive officers’ longer-term compensation with the performance of our stock and to build executive ownership positions in the Company’s stock. This encourages our executive officers to remain with us, to act in ways intended to maximize stockholder value, and to penalize them if we and/or our stock fails to perform to expectations.

We view the three components of our executive officer compensation as related but distinct. Although our Compensation Committee reviews aggregate compensation, we do not believe that compensation derived from one component of compensation necessarily should negate or reduce compensation from other components. We determine the appropriate level for each compensation component based in part, but not exclusively, on our historical practices with the individual and our view of individual performance and other information we deem relevant, such as the Company’s overall performance. Our Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of compensation. During 2014, we did not review wealth and retirement accumulation as a result of employment with us in connection with the review of compensation packages.

Typically we conduct an annual review of the aggregate level of our executive compensation, as well as the mix of elements used to compensate our executive officers. This review is based on informal samplings of executive compensation paid by companies similarly situated to ours. In addition, our Compensation Committee has historically taken into account input from other corporations in which its members hold positions or manage investments, competitive market practices, and publicly available data relating to the compensation practices and policies of other companies within and outside our industry. Our Compensation Committee realizes that “benchmarking” our compensation against the compensation earned at comparable companies may not always be appropriate, but believes that engaging in a comparative analysis of our compensation practices is useful. None of our competitors in our industrial peer group is both of comparable size to the Company and publicly traded. Given these limitations, the members of the Compensation Committee informally sample companies with which they are familiar in lieu of establishing rigid benchmarks. Mr. Maxwell, our Compensation Committee chair, is a sophisticated investor as the managing general partner of a venture capital firm who has personally led more than forty investments in a broad spectrum of industries. Mr. Garrett, the second longest-tenured member of the Committee, was an audit partner with the former Arthur Andersen & Co. and has served on the Boards, and Compensation and Audit Committees, of several companies, including EQM Technologies & Energy, Inc,. a publicly traded company for which he currently chairs both committees. Mr. Duffy, the third member of the Compensation Committee, is a longtime executive in the recycling industry who, in his current capacity as President and Chief Operating Officer of a corporation operating 35 facilities in fourteen states, is intimately

 

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familiar with compensation issues. All Committee members are asked to review and analyze executive compensation on a regular basis. The members pool their respective knowledge, contacts, experiences, and sources of compensation data to inform the deliberations and determinations of the Compensation Committee in applying its process to executive compensation.

We have not retained a compensation consultant to review our policies and procedures with respect to executive compensation.

Elements of Compensation

The principal elements of our compensation package are base salary, annual cash incentive bonus, long-term incentive plan awards, and perquisites and other compensation. The details of each of these components are described below.

Base Salary

Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. Base salary is generally fixed and does not vary based on our financial and other performance. Base salaries for 2012 for each of our named executive officers were set under the terms of their respective three-year employment agreements effective January 1, 2010 through December 31, 2012. All of these employment agreements have expired and none of our named executive officers is a party to an employment agreement with the Company at this time. No named executive officer has received an increase in base salary since 2012.

When establishing base salaries, the Compensation Committee and management consider a number of factors, including the seniority of the individual, the functional role of the position, the level of the individual’s responsibility, the ability to replace the individual, the base salary of the individual at his prior employment or in prior years with the Company as appropriate, and the number and availability of well qualified candidates to assume the individual’s role. Base salary ranges are reviewed and re-established by our Compensation Committee no less often than upon the expiration of each named executive officer’s employment agreement.

Annual Cash Incentive Bonus

Annual cash incentive bonuses are intended to compensate for the achievement of both our annual Company-wide goals and individual annual performance objectives. All of our employees are eligible for annual cash incentive bonuses. We provide this opportunity to attract and retain an appropriate caliber of talent and to motivate executives and other employees to achieve our business goals.

The Compensation Committee oversees the administration of an Executive Bonus Plan for the benefit of the named executive officers. Under the terms of the Executive Bonus Plan, through the course of each year the Compensation Committee considers and identifies corporate and individual goals in consultation with management. Named executive officers are allocated responsibility for various goals, which may overlap among executive officers. Individual objectives are necessarily tied to the particular area of expertise or responsibility of the employee and such employee’s performance in attaining those objectives relative to external forces, internal resources utilized and overall individual effort. At the end of each year the Compensation Committee reviews the levels of achievement and performance. The Compensation Committee approves the annual cash incentive award for the Chief Executive Officer and each other named executive officer. The Compensation Committee’s determination, other than with respect to the Chief Executive Officer, is generally based upon the Chief Executive Officer’s recommendations. Exact amounts are confirmed in the discretion of the Committee and recommended to the full Board of Directors for ratification. Employee directors abstain from the Board’s deliberations and votes on their own compensation. No cash incentive bonuses were awarded to named executive officers in 2014.

 

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We do not have a formal policy on the effect on bonuses of a subsequent restatement or other adjustment to our financial statements, other than the penalties provided by law.

Long-Term Incentive Plan Awards

We adopted our 2006 Long-Term Incentive Plan (the “Incentive Plan”) for the purpose of providing additional performance and retention incentives to executive officers and other employees by facilitating their acquisition of a proprietary interest in our common stock. The Incentive Plan has provided certain of our employees, including our executive officers, with incentives to help align those employees’ interests with the interests of our stockholders and to give those employees a continuing stake in the Company’s long-term success. The Compensation Committee also believes that the use of stock-based awards offers the best approach to achieving our compensation goals. The Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, deferred stock awards and other equity-based rights. In most cases awards under the Incentive Plan have been in the form of stock options.

The Compensation Committee administers the Incentive Plan and determines the types and amounts of awards to be granted to eligible employees. Grants to executive officers are based upon the principles underlying our Executive Bonus Plan described above. All grants are subject to the ratification of the Board of Directors. Employee directors abstain from the Board’s deliberations and votes on their own compensation.

The Incentive Plan permits awards to be made at any time in the Committee’s discretion. Subject to anti-dilution adjustments for changes in our common stock or corporate structure, 7,028,193 shares of common stock have been reserved for issuance under the Incentive Plan. As of March 11, 2015, options for 550,494 shares of our common stock and rights to 102,147 shares of deferred stock have been granted under the Incentive Plan and remain outstanding. Shares subject to awards that expire or are cancelled or forfeited will again become available for issuance under the Incentive Plan. The value of stock options and deferred stock is dependent upon our future stock price.

Grants under the Incentive Plan may be made at the commencement of employment for certain managerial-level employees. In accordance with Company policy they are generally made once a year thereafter by the Compensation Committee as a component of bonus compensation. Bonus stock options and shares of deferred stock are granted based upon several factors, including seniority, job duties and responsibilities, job performance, and our overall performance. The Compensation Committee considers the recommendations of the Chief Executive Officer with respect to awards for employees other than the Chief Executive Officer. No grants of bonus stock options or bonus awards of deferred stock were made in 2014.

The Compensation Committee determines the terms of all grants. In general, stock options vest in equal monthly installments over three years and may be exercised for up to five years from the date of grant at an exercise price equal to the fair market value of our common stock on the trading date occurring immediately prior to the date the grant is approved by our Board. We have also made awards of deferred stock that vest and become issuable annually in three installments. The Compensation Committee believes that the three-year vesting schedule will provide ongoing incentives for executives and other key employees to remain in our service. All outstanding awards under our Incentive Plan will become fully vested upon a change in control, after which deferred stock will be issued and options will remain exercisable and vested for the balance of their stated term without regard to any termination of employment or service other than a termination for cause, and any restriction or deferral on an award will immediately lapse. Upon termination of a participant’s service with the Company, his or her rights to unvested deferred stock will be cancelled and the participant may exercise his or her vested options for the period of ninety days from the termination of employment, provided, that if termination is due to death or disability, all deferred stock will vest immediately and options will remain exercisable for twelve months after such termination. However, an option may never be exercised later than the expiration of its term.

 

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The Compensation Committee routinely considers the economic benefit of equity awards and the cost to the Company, both individually and in the aggregate, when it determines the size and allocations of periodic grants under the Incentive Plan. In 2012 and 2013 the Committee was also mindful that Option grants awarded to each of the named executive officers in 2007 at an exercise price of $7.74 per share had expired and Option grants awarded in 2008 with an exercise price of $14.02 per share were in their last full year before expiration in 2013. None of the 2007 or 2008 Option awards conferred any economic benefit on any of their recipients. The Compensation Committee considered this failure to realize past compensation as well in determining the size of the equity-based awards received by each of the named executive officers in 2012.

As indicated in our annual and quarterly filings in recent years, the performances of the Company and the scrap metal recycling industry in general have suffered during the current extended period of economic uncertainty. The Executive Bonus Plan on its terms sets forth early in each calendar year corporate commitments for payments or equity awards to be earned by realization of personal objectives later in the year. The Compensation Committee has determined that establishing commitments of this nature under prevailing circumstances for the Company and the scrap metal recycling business is not in the best interests of the Company or its stockholders. The Committee has therefore, in recent years, elected to incentivize named executive officers with discretionary bonuses that would allow the Committee more flexibility than it might enjoy under the formulae of the Executive Bonus Plan. The underlying principles of the Executive Bonus plan – e.g., personal commitment and achievement in the context of the Company’s performance — are still weighed in consideration of individual awards.

Perquisites and Other Compensation

We have in the past provided each named executive officer with a leased or owned car or automotive allowance together with car insurance but we are phasing out those benefits. We continue to provide life insurance for each named executive officer. We also provide general health and welfare benefits, including medical and dental coverage. We offer participation in our defined contribution 401(k) plan. Through 2012 and 2013 and in early 2014 we made a matching contribution of up to 2% of eligible compensation for every employee enrolled in the 401(k) plan, including named executive officers. However, this benefit was discontinued after April 30, 2014. We furnish these benefits to provide an additional incentive for our executives and to remain competitive in the general marketplace for executive talent.

Severance Benefits

We have no contractual commitments for severance benefits for our named executive officers.

Change in Control Benefits

Our named executive officers are covered by arrangements specifying that all otherwise unvested stock options and deferred stock fully vest upon a “change in control.” Our primary reason for including change in control benefits in compensation packages is to attract and retain the best possible executive talent. We have no contractual commitments to our named executive officers for any other benefits accrued upon a change in control.

Compensation Mix

The Compensation Committee determines the mix of compensation, both between short and long-term compensation and cash and non-cash compensation, to design compensation structures that we believe are appropriate for each of our named executive officers. We use short-term compensation (base salaries and annual cash bonuses) and long-term compensation (option and restricted and deferred stock awards) to encourage long-term growth in stockholder value and to advance our additional objectives discussed above. Although our Compensation Committee reviews aggregate compensation, we do not believe that compensation derived from one component of compensation necessarily should negate or reduce compensation from other components. We

 

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determine the appropriate level for each compensation component based in part, but not exclusively, on our historical practices with the individual and our view of individual performance and other information we deem relevant, such as the Company’s overall performance. Our Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of compensation. As the Company’s growth is recent, we have not reviewed wealth and retirement accumulation as a result of employment with us, and we have only focused on fair compensation for the year in question. The summary compensation table below illustrates the long and short-term and cash and non-cash components of compensation.

Tax and Regulatory Considerations

We account for the equity compensation expense for our employees under the rules of ASC Topic 718 which requires us to estimate and record an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued.

Under Section 162(m) of the Internal Revenue Code, a publicly-held corporation may not deduct more than $1 million in a taxable year for certain forms of compensation made to the chief executive officer and other named executive officers listed on the Summary Compensation Table. None of our employees has received annual taxable compensation of $1 million or more. While we believe that all compensation paid to our executives in 2014 was deductible, it is possible that some portion of compensation paid in future years will be non-deductible.

Role of Executive Officers in Executive Compensation

The Compensation Committee determines the compensation payable to each of the named executive officers as well as the compensation of the members of the Board of Directors. In each case, the determination of the Compensation Committee is subject to the ratification of the full Board. Employee directors abstain from any deliberations or votes on their own compensation. The Compensation Committee formulates its recommendation for the compensation paid to each of our named executive officers, other than with respect to compensation payable to our Chief Executive Officer, based upon advice received from our Chief Executive Officer.

Effect of “Say-On-Pay” Votes

Consistent with our past practices, executive compensation for 2014 was determined in accordance with the results of the Company’s then-most recent non-binding “say-on-pay” stockholder advisory vote regarding the named executive officers’ 2012 compensation conducted pursuant to our 2013 Definitive Proxy Statement on Schedule 14A, and the Company’s performance and the respective performances of the named executive officers. The Company’s “say-on-pay” resolutions regarding 2011, 2012 and 2013 compensation set forth in our 2012, 2013 and 2014 Proxy Statements were approved by 94.66%, 87.82% and 92.98% of the shares voted, respectively. The Compensation Committee has construed the stockholder support demonstrated in votes to date as a general indication of stockholder satisfaction. For that reason the process for determining executive compensation has remained essentially unchanged in recent years.

 

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COMPENSATION COMMITTEE REPORT

We, the Compensation Committee of the Board of Directors of Metalico, Inc. (the “Company”), have reviewed and discussed the Compensation Discussion and Analysis set forth above with the management of the Company. Based on such review and discussion, we have recommended to the Board of Directors inclusion of the Compensation Discussion and Analysis in this Annual Report on Form 10-K.

THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS

Bret R. Maxwell, Chairman

Sean P. Duffy

Paul A. Garrett

The Compensation Committee report in this Annual Report on Form 10-K shall not be deemed incorporated by reference into any other filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

Summary Compensation Table

The following Summary Compensation Table, which should be read in conjunction with the explanations provided above, summarizes compensation information for our named executive officers (our chief executive officer, chief financial officer, and our other three named executive officers) for the fiscal year ended December 31, 2014.

None of our named executive officers received an increase in salary in 2014 over 2013 or 2013 over 2012. However, salary is paid weekly and the Company had 53 pay dates in 2013 (as compared to 52 in 2014 and 2012).

 

Name and Principal Position		Year				Salary ($)				Bonus(1) ($)				Stock Awards ($)(2)				Option Awards ($)(3)				All Other Compen- sation ($)				Total ($)
Carlos E. Agüero Chairman, President and Chief Executive Officer			2014 2013 2012				427,393 435,612 427,393				—   50,000 —				14,456 34,575 29,271				—   22,750 67,444				14,482 24,536 24,038	(4)  (4)  (4)			456,331 567,473 548,146
Kevin Whalen(5) Senior Vice President and Chief Financial Officer			2014 2013 2012				195,000 198,750 167,110				—   20,000 20,000				8,778 18,838 13,865				—   13,650 40,467				7,430 9,813 7,801	(6)  (6)  (6)			211,208 261,050 249,243
Michael J. Drury Executive Vice President and Chief Operating Officer			2014 2013 2012				293,068 298,704 293,068				—   50,000 40,000				18,331 38,450 29,594				—   22,750 61,756				9,065 13,183 12,484	(7)  (7)  (7)			320,464 423,087 436,902
Arnold S. Graber Executive Vice President, General Counsel and Secretary			2014 2013 2012				274,752 280,036 274,752				—   25,000 20,000				7,228 17,288 13,736				—   13,650 43,311				4,605 10,416 15,884	(8)  (8)  (8)			286,585 346,390 367,683
Eric W. Finlayson Senior Vice President, Treasurer and Director of Risk Management			2014 2013 2012				195,380 199,137 195,380				—   10,000 15,000				7,228 17,288 13,736				—   13,650 37,622				9,805 12,622 13,870	(9)  (9)  (9)			212,413 252,697 275,608

 

(1)	Cash bonuses are paid in the year for which they were earned. No bonuses were awarded to named executive officers for 2014.

 

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(2)	Amount reflects the expense recognized for financial reporting purposes in accordance with ASC Topic 718 of deferred stock as of the date of grant. No stock grants were made to named executive officers in 2013 or 2014.

(3)	Amount reflects the annual amortized expense, calculated in accordance with ASC Topic 718. See Note 13 of “Notes to Financial Statements — Stock-Based Compensation Plans.” No options were awarded to named executive officers in 2012, 2013 or 2014.

(4)

Includes matching contribution payments made to our 401(k) Plan of 2% of eligible compensation for the period of January 1 through April 30, 2014 and for calendar years 2013 and 2012 for the benefit of Mr. Agüero of $2,794, $9,016 and $8,781, respectively; the dollar value of long-term disability insurance premiums paid of $1,364, $1,237 and $858 for the calendar years 2014, 2013 and 2012; respectively and the dollar value of term life insurance premiums paid for the benefit of Mr. Agüero of $2,824, $2,824 and $2,824 for the calendar years 2014, 2013 and 2012, respectively. Also includes car insurance premiums for additional vehicles of $7,500, $7,500 and $7,000 for the calendar years 2014, 2013 and 2012, respectively, and the personal use of a company car of $3,959 and $4,575 for the calendar years 2013 and 2012, respectively.

(5)	Mr. Whalen became a named executive officer as of July 1, 2012, at which time his base salary was increased. All values for 2012 reflect the full calendar year.

(6)

Mr. Whalen became a named executive officer in 2012. Includes matching contribution payments made to our 401(k) Plan of 2% of eligible compensation for the period of January 1 through April 30, 2014 and for calendar years 2013 and 2012 for the benefit of Mr. Whalen of $1,275, $3,700 and $2,151, respectively; the dollar value of long-term disability insurance premiums paid of $1,364, $1,237 and $858 for the calendar years 2014, 2013 and 2012, respectively; the dollar value of term life insurance premiums paid for the benefit of Mr. Whalen of $424, $424 and $424 for the calendar years 2014, 2013 and 2012, respectively; and the personal use of a company car of $4,368, $4,452 and $4,368 for the calendar years 2014, 2013 and 2012, respectively.

(7)

Includes matching contribution payments made to our 401(k) Plan of 2% of eligible compensation for the period of January 1 through April 30, 2014 and for calendar years 2013 and 2012 for the benefit of Mr. Drury of $1,916, $6,090 and $5,841, respectively; the dollar value of long-term disability insurance premiums paid of $1,364, $1,237 and $858 for the calendar years 2014, 2013 and 2012, respectively; the dollar value of term life insurance premiums paid for the benefit of Mr. Drury of $2,145, $2,145, and$2,145 for the calendar years 2014, 2013 and 2012, respectively, and the personal use of a company car of $3,640, $3,710 and $3,640 for the calendar years 2014, 2013 and 2012, respectively.

(8)

Includes matching contribution payments made to our 401(k) Plan of 2% of eligible compensation for the period of January 1 through April 30, 2014 and for calendar years 2013 and 2012 for the benefit of Mr. Graber of $1,796, $5,847 and $6,727, respectively; the dollar value of long-term disability insurance premiums paid of $1,364, $1,237 and $858 for the calendar years 2014, 2013 and 2012, respectively; the dollar value of term life insurance premiums paid for the benefit of Mr. Graber of $1,445, $1,124, and $1,124 for the calendar years 2014, 2013 and 2012, respectively, and the personal use of a company car of $2,208 for a portion of the calendar year 2013 and $7,176 for the calendar year 2012.

(9)

Includes matching contribution payments made to our 401(k) Plan of 2% of eligible compensation for the period of January 1 through April 30, 2014 and for calendar years 2013 and 2012 for the benefit of Mr. Finlayson of $1,278, $4,108 and $4,228, respectively; the dollar value of long-term disability insurance premiums paid of $1,364, $1,237 and $858 for the calendar years 2014, 2013 and 2012, respectively; the dollar value of term life insurance premiums paid for the benefit of Mr. Finlayson of $1,288, $1,288 and $1,288 for the calendar years 2014, 2013 and 2012, respectively, and the personal use of a company car of $5,867, $5,989 and $7,496 for the calendar years 2014, 2013 and 2012, respectively.

Grants of Plan-Based Awards

We made no stock-based grants to our named executive officers in 2014 and 2013.

 

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Narrative Disclosure of Summary Compensation and Grants of Plan-Based Awards

Executive Bonus Plan

Our Board of Directors has approved the Executive Bonus Plan as an incentive compensation plan for our executive officers to be administered by the Board’s Compensation Committee. Each year, the Compensation Committee considers and identifies a series of corporate and individual goals. Each executive officer is allocated a measure of responsibility for particular goals, which may overlap with assigned goals for other officers. In the past, goals have included such corporate objectives as expanding market share, improving Company efficiencies, and satisfactory execution and supervision of staffing initiatives. Individual incentive awards are based on progress in achieving allocated goals and discretionary evaluations of the eligible employees. Awards have included a cash payment under the Bonus Plan and a grant of options to purchase our common stock and a grant of restricted or deferred stock under the 2006 Long-Term Incentive Plan described below. More recently, as indicated in our annual and quarterly filings, the performances of the Company and the scrap metal recycling industry in general have suffered during the current extended period of economic uncertainty. The Executive Bonus Plan on its terms sets forth early in each calendar year corporate commitments for payments or equity awards to be earned by realization of personal objectives later in the year. The Compensation Committee has determined that establishing commitments of this nature under prevailing circumstances for the Company and the scrap metal recycling business is not in the best interests of the Company or its stockholders. The Committee has therefore, in recent years, elected to incentivize named executive officers with discretionary bonuses that would allow the Committee more flexibility than it might enjoy under the formulae of the Executive Bonus Plan. The underlying principles of the Executive Bonus plan – e.g., personal commitment and achievement in the context of the Company’s performance — are still weighed in consideration of individual awards.

2006 Long-Term Incentive Plan

Our 2006 Long-Term Incentive Plan (the “Incentive Plan”) became effective May 23, 2006 upon approval by our stockholders at our 2006 annual meeting. The purpose of the Incentive Plan is to provide additional performance and retention incentives to officers and employees by facilitating their purchase of a proprietary interest in our common stock. Subject to anti-dilution adjustments for changes in our common stock or corporate structure, currently 7,028,193 shares of common stock have been reserved for issuance under the Incentive Plan, which plan enables us to issue awards in the aggregate of up to 10% of our outstanding common stock. As of March 11, 2015, options for 2,750,188 shares of our common stock have been granted and 550,494 are outstanding under the Incentive Plan; 176,000 shares of restricted stock have been granted and 17,101 have been forfeited. We have also granted rights to 644,000 shares of deferred stock under the Incentive Plan, of which 517,388 shares have vested and 79,340 have been forfeited.

The Incentive Plan provides for grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, deferred stock awards and other equity-based rights. Awards under the Incentive Plan may be granted to our officers, directors, consultants and employees as determined by the Incentive Plan administrator from time to time in its discretion. The Incentive Plan is currently administered by the Compensation Committee of our Board of Directors.

Awards under the Incentive Plan are granted based upon several factors, including seniority, job duties and responsibilities, job performance, and our overall performance. Stock options are typically granted with an exercise price equal to the fair market value of a share of our common stock on the date of grant, and become vested at such times as determined by the Compensation Committee in its discretion. In general, stock options vest in equal monthly installments over three years and may be exercised for up to five years from the date of grant. Deferred stock generally vests and becomes issuable in three annual installments. Unless otherwise determined by the Compensation Committee at the time of grant, all outstanding awards under the Incentive Plan will become fully vested upon a change in control.

 

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We receive no monetary consideration for the granting of stock options pursuant to the Incentive Plan. However, we receive the cash exercise price for each option exercised. The exercise of options and payment for the shares received would contribute to our equity. We receive no monetary consideration for the granting of restricted or deferred stock pursuant to the Incentive Plan and receive no proceeds from the issuance of such stock.

401(k) Plan

We maintain a defined contribution employee retirement plan, or 401(k) plan, for our employees. Our executive officers are also eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Internal Revenue Code. The plan provides that each participant may contribute a percentage of his or her pre-tax compensation up to the statutory limit, which was $17,500 for calendar year 2014 and is $18,000 for calendar year 2014. Participants who are age 50 or older can also make “catch-up” contributions, which for calendar years 2014 and 2015 could be up to an additional $5,500 and $6,000 per year, respectively, above the statutory limit. Under our 401(k) plan, each participant is fully vested in his or her deferred salary contributions when contributed. Participant contributions are held and invested by the plan’s trustee. The plan also permits us to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule. In 2012 and 2013 and from January 1 through April 30, 2014, we matched 100% of participant contributions up to the first 2% of eligible compensation. After April 30, 2014, we discontinued the company match.

Outstanding Equity Awards at Fiscal Year End

The following table summarizes equity awards granted to our named executive officers that were outstanding at December 31, 2014.

 

		Option Awards												Stock Awards
Name		Number of Securities Underlying Unexercised Options(1)				Option Exercise Price				Option Expiration Date				Number of Shares of Stock That Have Not Vested (#)				Market Value of Shares of Stock That Have Not Vested ($)(2)
Carlos E. Agüero, CEO			50,000			$	3.51				8/18/15				5,000	(3)		$	1,700
Kevin Whalen, CFO			30,000			$	3.51				8/18/15				3,500	(3)		$	1,190
Michael J. Drury			50,000			$	3.51				8/18/15				7,500	(3)		$	2,550
Arnold S. Graber			30,000			$	3.51				8/18/15				2,500	(3)		$	850
Eric W. Finlayson			30,000			$	3.51				8/18/15				2,500	(3)		$	850

 

(1)	All outstanding options have vested and are exercisable.

(2)	Value based on the number of unvested shares as of December 31, 2014 at a per share market price of $.34.

(3)	Stock grants vest in equal annual installments over three years on the first day of each December with final vesting to occur December 1, 2015.

 

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Option Exercises and Stock Vested

No named executive officer exercised options during the year ended December 31, 2014. The following table shows aggregate vests of deferred stock by our named executive officers during the year.

 

Name		Shares Acquired on Vesting (#)				Value Realized(1) ($)
Carlos E. Agüero, CEO			10,000			$	11,688
Kevin Whalen, CFO			6,000			$	6,219
Michael J. Drury			12,500			$	12,625
Arnold S. Graber			5,000			$	5,844
Eric W. Finlayson			5,000			$	5,844

 

(1)	Value based on the dollar amount realized upon each annual vesting date by multiplying the number of shares of stock vested by the market value of the shares on the vesting date.

Pension Benefits

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the year ended December 31, 2014, other than our 401(k) Plan.

Nonqualified Deferred Compensation

Our named executive officers did not earn any nonqualified compensation benefits from us during the year ended December 31, 2014 and 2013.

Employment Arrangements

We have no employment agreements with our named executive officers at this time and had none in 2014. The named executive officers continue to be eligible to receive annual performance bonuses in a combination of cash payments and stock-based grants although no bonuses were awarded in 2014. We also provide each of Messrs. Agüero and Drury with a $500,000 life insurance policy, each of Messrs. Graber and Finlayson with a $300,000 life insurance policy, and Mr. Whalen with a $250,000 life insurance policy. Each of Messrs. Whalen, Drury and Finlayson was also furnished with the use of a car in all or a portion of 2014.

The following table describes the potential payments to the listed named executive officers resulting from an accelerated vesting of deferred stock upon such executives’ termination without cause upon a change of control.

 

Name		Equity Acceleration(1)
Carlos E. Agüero, CEO		$	1,700
Kevin Whalen, CFO		$	1,190
Michael J. Drury		$	2,550
Arnold S. Graber		$	850
Eric W. Finlayson		$	850

 

(1)	Calculated based on a change of control taking place as of December 31, 2014 and assuming a price per share of $.34, which was the closing price for our stock on December 31, 2014. Represents the full acceleration of unvested deferred stock held by such named executive officer at that date.

 

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DIRECTOR COMPENSATION

Employee directors do not receive additional compensation for their services as directors of the Company. The non-employee members of our Board of Directors are reimbursed for travel, lodging and other reasonable expenses incurred in attending board or committee meetings. The following table summarizes compensation that our directors earned during 2014 for services as members of our Board.

 

Name(1)		Fees Earned or Paid in Cash				Stock Awards(2)				All Other Compensation				Total
Sean P. Duffy		$	41,000			$	750				—			$	41,750
Paul A. Garrett		$	55,000			$	750				—			$	55,750
Bret R. Maxwell		$	45,250			$	750				—			$	46,000

 

(1)	Directors Carlos E. Agüero and Michael J. Drury are also executive officers of the Company. They do not receive additional compensation for their services as directors. Director Cary M. Grossman joined the Board effective January 1, 2015 and received no compensation in 2014.

(2)

Each of Messrs. Duffy, Garrett and Maxwell was granted 6,000 shares of deferred stock on December 21, 2012. The grants vest in equal annual installments over three years on the first day of each December with final vesting to occur December 1, 2015. The value shown is for the 2,000 shares vested on December 1, 2014 based on the amount recognized for financial statement reporting purposes for the year ending December 31, 2014 in accordance with ASC Topic 718.

Non-employee directors receive an annual fee of $24,000, and members of the Audit Committee (other than the chair) receive an annual fee of $6,000, both fees payable in arrears in equal quarterly installments. Non-employee directors are also paid $1,750 for each Board meeting attended in person and $750 for each Board meeting attended telephonically. No stock-based awards were granted to directors in 2013. Mr. Garrett receives an annual fee of $18,000 for his services as chairman of our Audit Committee, payable in equally quarterly installments. The Company’s non-employee directors waived their rights to fees for several telephonic meeting held in 2014.

Limitation of Liability and Indemnification

As permitted by the Delaware General Corporation Law, we have adopted provisions in our Third Amended and Restated Certificate of Incorporation and bylaws that limit or eliminate the personal liability of our directors. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

 

•

any breach of the director’s duty of loyalty to us or our stockholders;

 

•

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

•

any unlawful payments related to dividends or unlawful stock repurchases, redemptions or other distributions; or

 

•

any transaction from which the director derived an improper personal benefit.

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

In addition, our bylaws provide that:

 

•

we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the Delaware General Corporation Law; and

 

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•

we will advance expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings, subject to limited exceptions.

We maintain directors’ and officers’ liability insurance to support these indemnity obligations.

Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act or failure to act, or any cause of action, suit or claim that would accrue or arise prior to any amendment or repeal or adoption of an inconsistent provision. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

At this time there is no pending litigation or proceeding involving any of our directors or officers where indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

We have one stockholder approved equity compensation plan currently in effect, the 2006 Long-Term Incentive Plan described above. Options generally vest in equal monthly installments over three years and may be exercised for up to five years from the date of grant.

The following table provides certain information regarding our equity incentive plans as of December 31, 2014.

 

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights				Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders			651,502	(1)		$	4.02	(2)			7,028,193
Equity compensation plans not approved by security holders			—								—
Total			651,502			$	4.02				7,028,193

 

(1)	Includes 549,355 vested options to purchase Metalico common shares and 102,147 deferred shares granted and unissued.

(2)	The only type of award outstanding under the 2006 Long-Term Incentive Plan that included an “exercise price” was the options.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership of shares of the Company’s Common Stock as of March 11, 2015 for (i) each person known by us to beneficially own more than 5% of the Company’s Common Stock, (ii) each of our Directors and each of our named executive officers listed in the Summary Compensation Table under the caption “Executive Compensation,” and (iii) all of our Directors and named executive officers as a group. The number of shares beneficially owned by each stockholder and each

 

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stockholder’s percentage ownership is based on 73,687,936 shares of Common Stock outstanding as of March 11, 2015. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person possesses sole or shared voting or investment power. Except as otherwise indicated by footnote, to our knowledge, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. In calculating the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to warrants and options held by that person that are exercisable as of the date of this table, or will become exercisable within sixty (60) days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of calculating percentage ownership of any other person. Unless otherwise stated, the address of each person in the table is c/o Metalico, Inc., 186 North Avenue East, Cranford, New Jersey 07016. Beneficial ownership representing less than 1% of the outstanding shares of Common Stock is denoted with an ‘‘*.’’

 

Name and Address of Beneficial Owner		Number of Shares(1)				Percent of Outstanding Common Stock(2)
5% Shareholders(3)
Corre Partners Management, LLC			7,365,839	(4)			9.9	%
1370 Ave. of the Americas, 29th Floor
New York, NY 10019
Oaktree Capital Management, L.P.			7,437,217	(5)			9.9	%
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Adam Weitsman			6,816,136	(6)			9.3	%
145 Chalburn Road
Vestal, NY 13850
Hudson Bay Master Fund Ltd.			4,949,397	(7)			6.3	%
777 Third Ave, 30th Floor
New York, NY 10017
TPG Specialty Lending, Inc.			3,810,146	(8)			4.9	%
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Directors and Executive Officers
Carlos E. Agüero, Director and Chairman, ,                 President and Chief Executive Officer			5,285,957	(9)			7.2	%
Michael J. Drury, Director and Executive Vice President and Chief Operating Officer			278,835	(10)			*
Bret R. Maxwell, Director			198,722	(11)			*
Paul A. Garrett, Director			109,166	(12)			*
Sean P. Duffy, Director			69,000	(13)			*
Cary M. Grossman, Director			7,692	(14)			*
Arnold S. Graber, Executive Vice President, General Counsel and Secretary			100,771	(15)			*
Kevin Whalen, Senior Vice President and Chief Financial Officer			62,239	(16)			*
Eric W. Finlayson, Senior Vice President, Treasurer and Director of Risk Management			90,200	(17)			*
Executive Officers and Directors as a group (8 persons)			6,213,881				8.4	%

 

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(1)	Includes shares of stock held directly as well as by spouses or minor children, in trust and other indirect ownership, over which shares the individuals effectively exercise sole voting and investment power.

(2)	Assumes all vested options are exercised with respect to such holder.

(3)	Carlos E. Agüero, a Director and our Chairman, President and Chief Executive Officer, is also a 5% stockholder.

(4)

Includes (i) 6,597,912 shares held by investment funds for which Corre Partners Management, LLC is a common ultimate controlling entity, and (ii) 407,927 shares issuable upon the conversion of the Company’s Series A Convertible Notes or the Company’s Series B Convertible Notes. Information is based on Amendment No. 1 to a Schedule 13G filed on February 10, 2015 by Corre Partners Management, LLC, which states that Corre Partners Management, LLC, Corre Partners Advisors, LLC, John Barrett and Eric Soderlund (“Corre Management”) have shared voting and dispositive power over such shares. Corre Management is deemed the beneficial owner of such shares as a result of acting as an investment advisor. Beneficial ownership has been determined after giving effect to certain provisions in the New Series Convertible Notes which limit the conversion of the New Series Convertible Notes as described below. Although the holder may be deemed to beneficially own in aggregate $1,986,993 of Series A Notes including interest through December 31 , 2014, redeemable for a maximum of approximately 1,528,456 shares, and $2,531,809 of Series B Notes including interest through December 31, 2014, redeemable for a maximum of approximately 6,362,928 shares, the aggregate number of shares into which the Series A Notes and Series B Notes are convertible is limited to the number of shares that, together with all other shares beneficially owned by the holder, does not exceed 9.99% of the total outstanding shares. Accordingly, the portion of the Series A Notes and Series B Notes that would exceed such amount are not currently convertible into shares.

(5)

Includes (i) 5,858,430 shares held by investment funds for which Oaktree Capital Management, L.P. is a common ultimate controlling entity, and (ii) 1,579,787 shares issuable upon the conversion of Series A Convertible Notes or Series B Convertible Notes. Information is based on a Schedule 13G filed on February 17, 2015 by Oaktree Capital Management, L.P., which states that Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Capital Group, LLC, and Oaktree Capital Group Holdings GP, LLC have shared voting and dispositive power over such shares and may each be deemed the beneficial owner of such shares. Beneficial ownership has been determined after giving effect to certain provisions in the New Series Convertible Notes which limit the conversion of the New Series Convertible Notes as described below. Although the holder may be deemed to beneficially own in aggregate $1,374,266 of Series A Notes including interest, redeemable for a maximum of approximately 1,057,128 shares, and $1,751,078 of Series B Notes including interest, redeemable for a maximum of approximately 4,400,800 shares, the aggregate number of shares into which the Series A Notes and Series B Notes are convertible is limited to the number of shares that, together with all other shares beneficially owned by the holder, does not exceed 9.99% of the total outstanding shares. Accordingly, the portion of the Series A Notes and Series B Notes that would exceed such amount are not currently convertible into shares.

(6)	Information is based on Amendment No. 2 to Schedule 13D filed by the holder with the SEC on February 10, 2015.

(7)

Includes 958,632 shares issuable upon exercise of Series A Notes and 3,990,764 shares issuable upon the conversion of Series B Convertible Notes. Information is based on a Schedule 13G filed on February 10, 2015. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities. Beneficial ownership has been determined after giving effect to certain provisions in the New Series Convertible Notes which limit the conversion of the New Series Convertible Notes as described below. The aggregate number of shares into which the Series A Notes and Series B Notes are convertible is limited to the number of shares that, together with all other shares beneficially owned by the holder, does not exceed 9.99% of the total outstanding shares. At this time no portion of the Series A Notes or Series B Notes would exceed such amount; accordingly, both are currently fully convertible into shares.

 

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(8)

Consists of 3,810,146 shares of Common Stock that may be acquired upon exercise of the Lender Warrant held by TPG Specialty Lending, Inc. (“TSL”). Information is based on a Schedule 13D filed on November 17, 2014. Beneficial ownership has been determined after giving effect to certain provisions in the Lender Warrant which limit the exercisability of the Lender Warrant if, after giving effect to such exercise, the holder’s beneficial ownership of the Common Stock would exceed 9.99%. TSL Advisers, LLC, a Delaware limited liability company (“TSL Advisers”) acts as investment adviser and administrator to TSL, which has elected to be regulated as a business development company under the Investment Company Act of 1940. The business and affairs of TSL Advisers are managed by its board of managers, whose sole members are Messrs. David Bonderman, James G. Coulter and Alan Waxman. TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”) is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings II, L.P., a Delaware limited partnership (“Holdings II”), which is the general partner of TPG Holdings II Sub, L.P., a Delaware limited partnership (“Holdings II Sub”), which is a member of TSL Advisers. Because of the relationship between Holdings II Sub and TSL Advisers, Group Advisors may be deemed to beneficially own the shares of Common Stock that may be acquired upon exercise of the Lender Warrant by TSL. Tarrant Capital Advisors, Inc., a Delaware corporation (“Tarrant Capital”) is the sole stockholder of Tarrant Advisors, Inc., a Texas corporation (“Tarrant”), which is the general partner of TSL Equity Partners, L.P., a Delaware limited partnership (“Equity Partners”), which is a member of TSL Advisers. Because of the investment by Equity Partners in TSL Advisers, Tarrant Capital may be deemed to beneficially own the shares of Common Stock that may be acquired upon exercise of the Lender Warrant by TSL. Messrs. Bonderman and Coulter are officers and sole stockholders of each of Tarrant Capital and Group Advisors. Because of the relationship of Messrs. Bonderman and Coulter to Tarrant Capital and Group Advisors, each of Messrs. Bonderman and Coulter may be deemed to beneficially own the shares of Common Stock that may be acquired upon exercise of the Lender Warrant by TSL. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares of Common Stock that may be acquired upon exercise of the Lender Warrant by TSL except to the extent of their pecuniary interest therein. Because Mr. Waxman is a member of the board of managers of TSL Advisers, he may be deemed to beneficially own the shares of Common Stock that may be acquired upon exercise of the Lender Warrant by TSL. Mr. Waxman disclaims beneficial ownership of the shares of Common Stock that may be acquired upon exercise of the Lender Warrant by TSL except to the extent of his pecuniary interest therein. The address of each of TSL, Group Advisors, Tarrant Capital and Messrs. Bonderman, Coulter and Waxman is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

(9)	Includes 50,000 shares issuable upon the exercise of options that are immediately exercisable. Excludes 5,000 shares of deferred stock that will not vest within 60 days of March 13, 2015. Mr. Agüero holds no options that are not exercisable within 60 days of March 13, 2015.

(10)	Includes 50,000 shares issuable upon the exercise of options that are immediately exercisable. Excludes 7,500 shares of deferred stock that will not vest within 60 days of March 13, 2015. Mr. Drury holds no options that are not exercisable within 60 days of March 13, 2015.

(11)	Includes 45,000 shares issuable to Mr. Maxwell upon the exercise of options that are immediately exercisable. Excludes 2,000 shares of deferred stock that will not vest within 60 days of March 13, 2015. Mr. Maxwell holds no options that are not exercisable within 60 days of March 13, 2015.

(12)	Includes 45,000 shares issuable upon the exercise of options that are immediately exercisable. Excludes 2,000 shares of deferred stock that will not vest within 60 days of March 13, 2015. Mr. Garrett holds no options that are not exercisable within 60 days of March 13, 2015.

(13)	Includes 45,000 shares issuable upon the exercise of options that are immediately exercisable. Excludes 2,000 shares of deferred stock that will not vest within 60 days of March 13, 2015. Mr. Duffy holds no options that are not exercisable within 60 days of March 13, 2015.

(14)	Excludes 15,385 shares of deferred stock that will not vest within 60 days of March 13, 2015.

(15)	Includes 30,000 shares issuable upon the exercise of options that are immediately exercisable. Excludes 2,500 shares of deferred stock that will not vest within 60 days of March 13, 2015. Mr. Graber holds no options that are not exercisable within 60 days of March 13, 2015.

 

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(16)	Includes 30,000 shares issuable upon the exercise of options that are immediately exercisable. Excludes 3,500 shares of deferred stock that will not vest within 60 days of March 13, 2015. Mr. Whalen holds no options that are not exercisable within 60 days of March 13, 2015.

(17)	Includes 30,000 shares issuable upon the exercise of options that are immediately exercisable. Excludes 2,500 shares of deferred stock that will not vest within 60 days of March 13, 2015. Mr. Finlayson holds no options that are not exercisable within 60 days of March 13, 2015.

 

Item 13.

Certain Relationships and Related Party Transactions and Director Independence

In the ordinary course of our business and in connection with our financing activities, we have entered into a number of transactions with our directors, officers and 5% or greater shareholders. Under the terms of our Code of Business Conduct and Ethics, each director and officer is prohibited from engaging in any activity or having a personal interest that presents a conflict with the interests of the Company and from using corporate property for personal gain. Related party transactions are fully disclosed to disinterested directors who have the option of approving or rejecting any such proposed transaction on behalf of the Company.

The transaction set forth below was approved by the unanimous vote of our Board of Directors with interested directors abstaining. We believe that we have executed the transaction set forth below on terms no less favorable to us than we could have obtained from unaffiliated third parties. Our Board of Directors is responsible for approving related party transactions, as defined in applicable rules by the Securities and Exchange Commission. As a matter of Company policy mandated by resolution of the Board, all related party transactions are reviewed by the Audit Committee, which then reports its findings to the full Board.

The Company owns 5.5% of the outstanding voting stock of EQM Technologies & Energy, Inc. (“EQM”), a corporation that trades on the OTC Bulletin Board as the successor by merger to Beacon Energy Holdings Inc. (“Beacon”). Investments in Beacon were approved by our Board of Directors in 2006 and 2007. Carlos E. Agüero, our Chairman, President and Chief Executive Officer, holds approximately 1.6% of the stock of EQM and served on its board of directors until 2012. Paul A. Garrett, a director of the Company and chair of our Audit Committee, holds the same positions at EQM and holds less than 1% of its stock. Michael J. Drury, our Executive Vice President and Chief Operating Officer, holds less than 1% of the stock of EQM. The Beacon investment was reviewed and recommended to the Board by a committee of independent directors having no direct or indirect interests in Beacon. The interests of Mr. Agüero and Mr. Drury were fully disclosed to the committee prior to its review of the investments and to the Board prior to its approval of the investments, and both abstained from the Board’s votes on the matter. Mr. Garrett did not assume his positions until after the EQM/Beacon merger.

Each of our non-employee Directors, specifically Mr. Duffy, Mr. Garrett , Mr. Grossman and Mr. Maxwell, is “independent” as defined in the listing standards of NYSE MKT and under the SEC’s Rule 10A-3.

Item 14. Principal Accounting Fees and Services

The aggregate fees of the Company’s principal accounting firm, CohnReznick LLP (“CohnReznick”), including billed and estimated unbilled amounts applicable to the Company and its subsidiaries for services rendered by CohnReznick LLP for the year ended December 31, 2014 and for services rendered by CohnReznick LLP for the year ended December 31, 2013, were approximately:

 

		2014				2013
Audit Fees		$	475,000			$	466,300
Audit Related Fees			—				—
Tax Fees			—				—
All Other			—				—

 

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The comparability of Audit Fees is generally affected by the SEC filings made or contemplated and the volume and materiality of the Company’s business acquisitions.

Audit Fees. Consists of fees for professional services rendered for the audit of our financial statements, the audit of internal control over financial reporting, assistance or review of SEC filings, proposed SEC filings and other statutory and regulatory filings, preparation of comfort letters and consents and review of the interim financial statements included in quarterly reports.

Audit-Related Fees. Consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements that are not reported under “Audit Fees”, primarily related to consultations on financial accounting and reporting standards.

Tax Fees. Consists of fees for professional services rendered related to tax compliance, tax advice or tax planning. CohnReznick LLP did not provide tax services to the Company for the years ended December 31, 2014 and 2013.

All Other Fees. Consists of fees for all other professional services, not covered by the categories noted above.

Pursuant to the Company’s Audit Committee policies, all audit and permissible non-audit services provided by the independent auditors and their affiliates must be pre-approved. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of service. The independent auditor and management are required to periodically report to the Audit Committee of the Company regarding the extent of services provided by the independent auditor in accordance with this policy.

The Audit Committee’s Charter establishes procedures for the Audit Committee to follow to pre-approve auditing services and non-auditing services to be performed by the Company’s independent auditors. Such pre-approval can be given as part of the Audit Committee’s authorization of the scope of the engagement of the independent auditors or on an individual basis. The pre-approval of non-auditing services can be delegated by the Audit Committee to one or more of its members, but the decision must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee has pre-approved all of the non-audit services provided by the Company’s independent auditors to date.

In considering the nature of the services provided by the independent registered public accountant, the Audit Committee of our Board of Directors determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the independent registered public accountant and Company management to determine that they are permitted under the rules and regulations concerning auditors’ independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as rules of the American Institute of Certified Public Accountants.

 

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Item 15.

Financial Statements and Exhibits

(a) FINANCIAL STATEMENTS

The following financial statements are included as part of this Form 10-K beginning on page F-1:

Index to Financial Statements

 

		Page
Consolidated Financial Statements of Metalico, Inc. and Subsidiaries:
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2014 and 2013			F-3
Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012			F-4
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2014, 2013 and 2012			F-4
Consolidated Statements of Equity for the Years Ended December 31, 2014, 2013 and 2012			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012			F-6
Notes to Consolidated Financial Statements			F-7

(b) EXHIBITS

An Exhibit Index has been filed following the signatures to this Annual Report on Form 10-K and is incorporated herein by reference.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: April 15, 2015

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

 

Signature		Title		Date
/s/ Carlos E. Agüero Carlos E. Agüero		Chairman of the Board of Directors, President, Chief Executive Officer and Director		April 15, 2015
/s/ Kevin Whalen Kevin Whalen		Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		April 15, 2015
/s/ Michael J. Drury Michael J. Drury		Executive Vice President and Chief Operating Officer and Director		April 15, 2015
/s/ Bret R. Maxwell Bret R. Maxwell		Director		April 15, 2015
/s/ Paul A. Garrett Paul A. Garrett		Director		April 15, 2015
/s/ Sean P. Duffy Sean P. Duffy		Director		April 15, 2015
/s/ Cary M. Grossman Cary M. Grossman		Director		April 15, 2015

 

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EXHIBIT INDEX

 

3.1		Fourth Amended and Restated Certificate of Incorporation of Metalico, Inc.; previously filed as Appendix A to Proxy Statement on Schedule 14A for the Company’s 2008 Annual Meeting of Stockholders filed May 15, 2008 and incorporated herein by reference
3.2		Fourth Amended and Restated Bylaws of Metalico, Inc.; previously filed as Exhibit 3.2 to Current Report on Form 8-K filed August 31, 2012 and incorporated herein by reference
4.1		Specimen Common Stock Certificate; previously filed as Exhibit 4.1 to Form 10 filed December 20, 2004 and incorporated herein by reference
10.8*		Metalico, Inc. Executive Bonus Plan; previously filed as Exhibit 10.8 to Form 10 filed December 20, 2004 and incorporated herein by reference
10.9		Financing Agreement dated as of November 21, 2013 by and among Metalico, Inc., each of its subsidiaries signatory thereto, the lenders signatory thereto TPG Specialty Lending, Inc., as agent for the Lenders and lead arranger, and PNC Bank, National Association, as service agent for the Lenders; previously filed as Exhibit 10.9 to Current Report on Form 8-K filed November 22, 2013 and incorporated herein by reference
10.10		First Amendment dated March 14, 2014 to Financing Agreement dated as of November 21, 2013 by and among Metalico, Inc., each of its subsidiaries signatory thereto, the lenders signatory thereto, TPG Specialty Lending, Inc., as agent for the Lenders and lead arranger, and PNC Bank, National Association, as service agent for the Lenders and incorporated herein by reference
10.11		Second Amendment, dated October 21, 2014, to Financing Agreement, dated as of November 21, 2013, by and among Metalico, Inc., each of its subsidiaries signatory thereto, the lenders signatory thereto (the “Lenders”), the agent for the Lenders, and the service agent for the Lenders; previously filed as Exhibit 10.11 to Current Report on Form 8-K filed October 21, 2014 and incorporated herein by reference.
10.13		Equipment Financing Agreement dated December 12, 2011 as amended by Amendment No. 1 dated February 17, 2012 between Buffalo Shredding and Recovery, LLC as borrower and First Niagara Leasing, Inc. as lender; previously filed as Exhibit 10.13 to Form 10-K filed March 14, 2012 and incorporated herein by reference.
10.16*		Form of Employee Deferred Stock Agreement under Metalico, Inc. 2006 Long-Term Incentive Plan; previously filed as Exhibit 10.16 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and incorporated herein by reference
10.18*		Metalico 2006 Long-Term Incentive Plan; previously filed as Appendix A to Proxy Statement on Schedule 14A for the Company’s 2006 Annual Meeting of Stockholders filed April 13, 2006 and incorporated herein by reference
10.19*		Form of Employee Incentive Stock Option Agreement under Metalico, Inc. 2006 Long-Term Incentive Plan; previously filed as Exhibit 10.19 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 and incorporated herein by reference
10.20*		Form of Employee Restricted Stock Grant Agreement under Metalico, Inc. 2006 Long-Term Incentive Plan; previously filed as Exhibit 10.20 to Annual Report on Form 10-K for the year ended December 31, 2007 and incorporated herein by reference
10.28		Securities Purchase Agreement dated as of April 23, 2008 among Metalico, Inc. and the investors named therein; previously filed as Exhibit 10.1 to Current Report on Form 8-K/A filed April 24, 2008 and incorporated herein by reference
10.32		Amendment No. 2 dated November 6, 2012 to Equipment Financing Agreement dated December 12, 2011 by and between Buffalo Shredding and Recovery, LLC as borrower and First Niagara Leasing, Inc. as lender; previously filed as Exhibit 10.32 to Quarterly Report on Form 10-Q filed November 9, 2012 and incorporated herein by reference

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10.33		Amendment No. 3 dated March 6, 2013 to Equipment Financing Agreement dated December 12, 2011 by and between Buffalo Shredding and Recovery, LLC as borrower and First Niagara Leasing, Inc. as lender; previously filed as Exhibit 10.33 to Current Report on Form 8-K filed March 11, 2013 and incorporated herein by reference.
10.34		Amendment No. 4 dated August 7, 2013 to Equipment Financing Agreement dated December 12, 2011 by and between Buffalo Shredding and Recovery, LLC as borrower and First Niagara Leasing, Inc. as lender; previously filed as Exhibit 10.34 to Quarterly Report on Form 10-Q filed August 9, 2013 and incorporated herein by reference.
10.35		Amendment No. 5 dated November 21, 2013 to Equipment Financing Agreement dated December 12, 2011 by and between Buffalo Shredding and Recovery, LLC as borrower and First Niagara Leasing, Inc. as lender; previously filed as Exhibit 10.34 to Current Report on Form 8-K filed November 22, 2013 and incorporated herein by reference
10.36		Amendment No. 6 dated November 21, 2013 to Equipment Financing Agreement dated December 12, 2011 by and between Buffalo Shredding and Recovery, LLC as borrower and First Niagara Leasing, Inc. as lender; previously filed as Exhibit 10.35 to Current Report on Form 8-K filed November 22, 2013 and incorporated herein by reference
10.37		Amendment No. 8 and Waiver, dated as of September 30, 2014, to Equipment Financing Agreement, dated December 12 2011 by and between Buffalo Shredding and Recovery, LLC as borrower and First Niagara Leasing, Inc. as lender; previously filed as Exhibit 10.37 to Current Report on Form 8-K filed October 21, 2014 and incorporated herein by reference.
10.43		Form of Exchange Agreement, dated October 21, 2014, between Metalico, Inc. and each of the investors listed in the Schedule of Investors attached thereto; previously filed as Exhibit 10.43 to Current Report on Form 8-K filed October 21,2014 and incorporated herein by reference.
10.44		Form of Series A New Series Convertible Note, dated October 21, 2014, issued to each New Note Holder that is party to the agreement identified in Exhibit 10.43; previously filed as Exhibit 10.44 to Current Report on Form 8-K filed October 21, 2014 and incorporated herein by reference.
10.45		Form of Series B New Series Convertible Note, dated October 21, 2014, issued to each New Note Holder that is party to the agreement identified in Exhibit 10.43; previously filed as Exhibit 10.45 to Current Report on Form 8-K filed October 21, 2014 and incorporated herein by reference.
10.46		Form of Series C New Series Convertible Note, dated October 21, 2014, issued to each New Note Holder that is party to the agreement identified in Exhibit 10.43; previously filed as Exhibit 10.46 to Current Report on Form 8-K filed October 21, 2014 and incorporated herein by reference.
10.51		Subscription Agreement, dated October 21, 2014, among Metalico, Inc. and the subscribers identified on the Schedule of Subscribers attached thereto; previously filed as Exhibit 10.51 to Current Report on Form 8-K filed October 21, 2014 and incorporated herein by reference.
10.52		Registration Rights Agreement, dated October 21, 2014, among Metalico, Inc. and the subscribers identified on the Schedule of Subscribers attached thereto; previously filed as Exhibit 10.52 to Current Report on Form 8-K filed October 21, 2014 and incorporated herein by reference.
10.53		Common Stock Purchase Warrant, dated October 21, 2014, issued to subscribers party to agreements identified in Exhibits 10.51 and 10.52; previously filed as Exhibit 10.53 to Current Report on Form 8-K filed October 21, 2014 and incorporated herein by reference.
10.54		Asset Purchase Agreement by and between Mayco Manufacturing, LLC, as purchaser, and Mayco Industries, Inc., as seller, dated December 1, 2014; previously filed as Exhibit 10.54 to Current Report on Form 8-K filed December 2, 2014 and incorporated herein by reference
10.55		Asset Purchase Agreement by and between by and between Santa Rosa Lead Products, LLC, as purchaser, and Santa Rosa Lead Products, Inc., as seller, dated December 1, 2014; previously filed as Exhibit 10.55 to Current Report on Form 8-K filed December 2, 2014 and incorporated herein by reference.

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10.56		Asset Purchase Agreement by and between Mayco (Alabama), LLC, as purchaser, and Metalico Alabama Realty, Inc., as seller, dated December 1, 2014; previously filed as Exhibit 10.56 to Current Report on Form 8-K filed December 2, 2014 and incorporated herein by reference.
10.57		Asset Purchase Agreement by and between Mayco (Illinois), LLC, as purchaser, and Metalico-Granite City, Inc., as seller, dated December 1, 2014; previously filed as Exhibit 10.57 to Current Report on Form 8-K filed December 2, 2014 and incorporated herein by reference.
10.58		Asset Purchase Agreement by and between Mayco (Nevada), LLC, as purchaser, and West Coast Shot, Inc., as seller, dated December 1, 2014; previously filed as Exhibit 10.58 to Current Report on Form 8-K filed December 2, 2014 and incorporated herein by reference by reference.
14.1		Code of Business Conduct and Ethics, available on the Company’s website (www.metalico.com) and incorporated herein by reference
21.1		List of Subsidiaries of Metalico, Inc.
23.1		Consent of CohnReznick LLP
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 amended
31.2		Certification of Chief Financial Officer of Metalico, Inc. pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended
32.1		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 Code
32.2		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.

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INDEX TO FINANCIAL STATEMENTS

The following financial statements are included as part of this Form 10-K beginning on page F-2:

 

		Page
Consolidated Financial Statements of Metalico, Inc. and Subsidiaries:
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2014 and 2013			F-3
Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012			F-4
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2014, 2013 and 2012			F-4
Consolidated Statements of Equity for the Years Ended December 31, 2014, 2013 and 2012			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012			F-6
Notes to Consolidated Financial Statements			F-7

 

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Metalico, Inc.

We have audited the accompanying consolidated balance sheets of Metalico, Inc. and Subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive (loss), equity and cash flows for each of the three years in the period ended December 31, 2014. These consolidated financial statements are the responsibility of Metalico, Inc.’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Metalico, Inc. and Subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 22 to the consolidated financial statements, the Company anticipates that it will not meet the maximum Leverage Ratio covenant as prescribed by the Financing Agreement for the quarter ended March 31, 2015 and there can be no assurance that the Company can resolve any noncompliance with their lenders. As a result, the Company’s debt could be declared immediately due and payable which would result in the Company having insufficient liquidity to pay its debt obligations and operate its business. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 22. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ CohnReznick LLP

Roseland, New Jersey

April 15, 2015

 

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Metalico, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31, 2014 and 2013

 

		2014				2013
		($ thousands)
ASSETS
Current assets:
Cash		$	3,757			$	7,056
Trade receivables, less allowance for doubtful accounts 2014 - $563; 2013 - $462			42,349				46,873
Inventories			46,126				55,146
Prepaid expenses and other current assets			5,233				5,252
Assets of discontinued operations			—				34,766
Prepaid income taxes and income taxes receivable			280				2,050
Deferred income taxes			617				2,607
Total current assets			98,362				153,750
Property and equipment, net			81,620				85,471
Goodwill			11,898				22,443
Other intangibles, net			21,532				31,450
Other assets, net			4,932				7,899
Total assets		$	218,344			$	301,013
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of other long-term debt		$	6,513			$	6,327
Accounts payable			10,134				16,176
Accrued expenses and other current liabilities			4,275				3,236
Liabilities of discontinued operations			—				2,777
Total current liabilities			20,922				28,516
Long-Term Liabilities:
Senior unsecured convertible notes payable			10,478				23,172
Other long-term debt, less current maturities			62,391				97,919
Deferred income taxes			1,735				2,295
Accrued expenses and other long-term liabilities			5,117				879
Total long-term liabilities			79,721				124,265
Total liabilities			100,643				152,781
Commitments and contingencies (Notes 15 and 16)
Equity:
Common stock			70				48
Additional paid-in capital			200,033				185,520
Accumulated deficit			(82,402	)			(38,017	)
Accumulated other comprehensive loss			—				(372	)
Total Metalico Inc. and Subsidiaries equity			117,701				147,179
Noncontrolling interest			—				1,053
Total equity			117,701				148,232
Total liabilities and equity		$	218,344			$	301,013

See Notes to Consolidated Financial Statements.

 

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Metalico, Inc. and Subsidiaries

Consolidated Statements of Operations

Years Ended December 31, 2014, 2013 and 2012

 

		2014				2013				2012
		($ thousands, except per share data)
Revenue		$	476,037			$	457,184			$	507,230
Costs and expenses:
Operating expenses			444,375				425,429				468,446
Selling, general and administrative expenses			19,401				21,286				25,695
Depreciation and amortization			15,749				16,308				15,611
Impairment charges			11,216				38,737				19,601
Gain on acquisition			—				(105	)			—
			490,741				501,655				529,353
Operating loss			(14,704	)			(44,471	)			(22,123	)
Financial and other income (expense):
Interest expense			(9,899	)			(8,986	)			(9,077	)
Early repayment fees on senior debt			(1,027	)			—				—
(Loss) gain on debt extinguishment			(16,103	)			(187	)			63
Financial instruments fair value adjustment			1,578				3				196
Gain on settlement			—				—				4,558
Other			73				371				21
			(25,378	)			(8,799	)			(4,239	)
Loss from continuing operations before income taxes			(40,082	)			(53,270	)			(26,362	)
(Benefit) provision for federal and state income taxes			1,159				(14,841	)			(8,514	)
Loss from continuing operations			(41,241	)			(38,429	)			(17,848	)
(Loss) income from discontinued operations net of income taxes (Note 3)			(4,197	)			3,500				4,703
Consolidated net loss			(45,438	)			(34,929	)			(13,145	)
Net loss attributable to noncontrolling interest			1,053				113				34
Net loss attributable to Metalico, Inc.		$	(44,385	)		$	(34,816	)		$	(13,111	)
(Loss) income per share:
Basic and diluted
Loss from continuing operations		$	(0.80	)		$	(0.80	)		$	(0.38	)
(Loss) Income from discontinued operations		$	(0.08	)		$	0.07			$	0.10
Net loss		$	(0.88	)		$	(0.73	)		$	(0.28	)

Metalico, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Loss

Years Ended December 31, 2014, 2013 and 2012

 

		2014				2013				2012
Consolidate net loss		$	(45,438	)		$	(34,929	)		$	(13,145	)
Other comprehensive income (loss), net of income tax			372				77				(15	)
Comprehensive loss		$	(45,066	)		$	(34,852	)		$	(13,160	)

See Notes to Consolidated Financial Statements.

 

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Metalico, Inc. and Subsidiaries

Consolidated Statements of Equity

Years Ended December 31, 2014, 2013 and 2012

 

		Common Stock				Additional Paid-In Capital				(Accumulated Deficit) Retained Earnings				Accumulated Other Comprehensive Loss				Non-controlling Interest				Total Equity
		($ thousands)
Balance January 1, 2012		$	47			$	182,379			$	9,910			$	(434	)		$	—			$	191,902
Issuance of 9,528 shares of common stock in exchange for options exercised			—				36				—				—				—				36
Issuance of 111,791 shares of common stock on deferred stock vesting, net of tax withholding repurchase			1				(56	)			—				—				—				(55	)
Stock based compensation expense, net of deferred tax benefit of $25			—				1,652				—				—				—				1,652
Issuance of 67,568 shares of common stock for investment in joint venture			—				100				—				—				—				100
Contributions from noncontrolling interest			—				—				—				—				1,200				1,200
Net loss			—				—				(13,111	)			—				(34	)			(13,145	)
Other comprehensive loss, net of deferred tax benefit of $9			—				—				—				(15	)			—				(15	)
Balance December 31, 2012			48				184,111				(3,201	)			(449	)			1,166				181,675
Issuance of 194,966 shares of common stock on deferred stock vesting, net of tax withholding repurchase			—				(17	)			—				—				—				(17	)
Stock based compensation expense			—				926				—				—				—				926
Issuance of 291,629 shares of common stock for investment in joint venture			—				500				—				—				—				500
Net loss			—				—				(34,816	)			—				(113	)			(34,929	)
Other comprehensive loss, net of deferred tax expense of $41			—				—				—				77				—				77
Balance December 31, 2013			48				185,520				(38,017	)			(372	)			1,053				148,232
Issuance of 171,614 shares of common stock on deferred stock vesting, net of tax withholding repurchase			—				(12	)			—				—				—				(12	)
Stock based compensation expense			—				273				—				—				—				273
Issuance of 21,966,941 shares of common stock issued upon debt retirement			22				14,252				—				—				—				14,274
Net loss			—				—				(44,385	)			—				(1,053	)			(45,438	)
Other comprehensive income, net of deferred tax benefit of $256			—				—				—				372				—				372
Balance December 31, 2014		$	70			$	200,033			$	(82,402	)		$	—			$	—			$	117,701

See Notes to Consolidated Financial Statements.

 

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Metalico, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2014, 2013 and 2012

 

		2014				2013				2012
		($ thousands)
Cash flows from operating activities:
Consolidated net loss		$	(45,438	)		$	(34,929	)		$	(13,145	)
Loss (income) from discontinued operations			4,197				(3,500	)			(4,703	)
Adjustments to reconcile consolidated net loss from continuing operations to net cash provided by operating activities:
Depreciation			13,275				13,152				12,606
Amortization			3,775				4,062				3,811
Amortization of note payable and put option discounts			16				45				56
Provision for doubtful accounts receivable and loss on vendor advances			111				298				2,283
Deferred income tax (benefit) provision			1,112				(10,448	)			(5,984	)
Net loss (gain) on sale and disposal of property and equipment			(132	)			100				122
Non-cash gain on settlement			—				—				(1,017	)
Impairment charges			11,216				38,737				19,601
Gain on acquisition			—				(105	)			—
Loss (gain) on debt extinguishment			11,742				(123	)			(63	)
Interest paid-in-kind			1,571				—				—
Financial instruments fair value adjustment			(1,578	)			(3	)			(196	)
Compensation expense on restricted stock and stock options issued			273				926				1,652
Excess tax benefit from stock-based compensation			—				—				94
Deferred financing costs expensed			—				375				—
Other non-cash items			—				—				35
Change in assets and liabilities, net of business acquisitions and divestitures:
Trade receivables			4,413				7,407				(11,371	)
Inventories			9,020				3,650				19,313
Prepaid expenses and other current assets			1,851				903				2,163
Accounts payable, accrued expenses and income taxes receivable			(2,443	)			(3,571	)			(1,498	)
Net cash provided by operating activities – continuing operations			12,981				16,976				23,759
Net cash provided by operating activities – discontinued operations			4,741				4,972				(1,377	)
Net cash provided by operating activities			17,722				21,948				22,382
Cash flows from investing activities:
Proceeds from insurance recovery and sale of property and equipment			371				211				40
Purchase of property and equipment			(9,657	)			(9,382	)			(21,558	)
(Increase) decrease in other assets			113				(797	)			534
Proceeds from sale of businesses			31,306				—				—
Cash paid for business acquisitions, less cash acquired			—				(2,108	)			(2,627	)
Net cash provided by (used in) investing activities – continuing operations			22,133				(12,076	)			(23,611	)
Net cash used in investing activities – discontinued operations			(911	)			(14	)			(321	)
Net cash provided by (used in) investing activities			21,222				(12,090	)			(23,932	)
Cash flows from financing activities:
Net borrowings (payments) under revolving lines-of-credit			(16,797	)			8,783				9,618
Proceeds from other borrowings			2,930				42,884				6,070
Principal payments on other borrowings			(25,921	)			(52,847	)			(14,099	)
Proceeds from issuance of common stock on exercised options			—				—				36
Excess tax benefit from stock-based compensation			—				—				(25	)
Debt issuance costs paid			(2,539	)			(7,040	)			(564	)
Net cash (used in) provided by financing activities – continuing operations			(42,327	)			(8,220	)			1,036
Net cash provided by financing activities – discontinued operations			84				—				—
Net cash (used in) provided by financing activities			(42,243	)			(8,220	)			1,036
Net increase (decrease) in cash			(3,299	)			1,638				(514	)
Cash:
Beginning of year			7,056				5,418				5,932
End of year		$	3,757			$	7,056			$	5,418

See Notes to Consolidated Financial Statements.

 

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Metalico, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

($ thousands, except per share data)

Note 1. Nature of Business and Summary of Significant Accounting Policies

Nature of business: Metalico, Inc. and subsidiaries (the “Company”) operates thirty-one scrap metal recycling facilities (“Scrap Metal Recycling”), including an aluminum de-oxidizing plant co-located with a scrap metal recycling facility, in a single reportable segment. On December 1, 2014, the Company completed the sale of its Lead Fabricating operations and has reclassified its lead metal product fabricating (“Lead Fabricating”) operations, a previously separate reportable segment, as discontinued operations (see Note 3) for all periods presented. The Company markets a majority of its products domestically but maintains several international customers.

Liquidity and Risk

The Company expects to fund current working capital needs, interest payments and capital expenditures with cash on hand and cash generated from operations, supplemented by borrowings available under the current senior credit agreement and potentially available elsewhere, such as vendor financing or other equipment lines of credit. On November 21, 2013, the Company entered into a six-year senior credit facility (as further described below in Note 9 — the “Financing Agreement”) with revolving and term components to replace its former revolving credit facility, repurchase a significant portion of the Company’s outstanding 7% Convertible Notes (the “Notes”) and to provide liquidity to retire any Notes subject to an optional repurchase right exercisable by the Note holders that became effective on June 30, 2014 under which the Company would be required to redeem the Notes at par. The Company did not meet the maximum leverage ratio covenant prescribed by the Financing Agreement for the quarterly periods ending March 31, and June 30, 2014 and the lenders party to the Financing Agreement restricted availability under the term portion of the agreement to redeem the Notes. On June 30, 2014, the Company received redemption notices from the Note holders, was unable to draw funds under the Financing Agreement meant to redeem the Notes and was consequently in default on the Notes. As described in Note 9, on October 21, 2014, the Company cured its defaults through the completion of a debt restructuring which included an amendment to the Financing Agreement, an equity conversion of certain Notes and an exchange of new ten-year convertible notes and stock rights for the balance of its previously outstanding Notes. The Company is currently in compliance with all of its debt covenants.

The Company’s ability to draw funds under the Financing Agreement for working capital needs is contingent upon its ability to maintain sufficient levels of collateral in the form of eligible accounts receivable and inventory and its continued compliance with the covenants set forth in the Financing Agreement. Significant changes in metal prices and demand for scrap metal within a short period of time can negatively affect the levels of accounts receivable and inventory eligible for collateral and the Company’s ability to draw funds under the Financing Agreement. No assurance can be given that the Company will maintain sufficient levels of collateral or will maintain compliance in forthcoming quarters or that the lenders will waive any future noncompliance. Please refer to Note 22 Subsequent Events, regarding the Company’s ability to meet its maximum Leverage Ratio covenant for the quarter ended March 31, 2015.

A summary of the Company’s significant accounting policies follows:

Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and their reported amounts of revenues and expenses during the reporting period. The Company uses estimates in determining the reported amounts for reserves for uncollectible accounts receivable and vendor advances, inventory, deferred income tax asset and intangible asset valuations, warrant liabilities and stock-based compensation. Actual results could differ from those estimates.

 

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Principles of consolidation: The accompanying financial statements include the accounts of Metalico, Inc. and its consolidated subsidiaries, which are comprised of those entities in which it has an investment equal to or more than 50%, or a controlling financial interest. A controlling financial interest exists when the Company holds an interest of less than 50% in an entity, but possesses (i) control over more than 50% of the voting rights by virtue of indirect ownership by certain officers and shareholders of the Company, (ii) the power to govern the entity’s most significant financial and operating policies by agreement or statute or ability to appoint management, (iii) the right to appoint or remove the majority of the board of directors, or (iv) the power to assemble the majority of voting rights at meetings of the board of directors or other governing body. All significant intercompany accounts and transactions have been eliminated.

Trade receivables: Trade receivables are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The Company generally does not charge interest on past-due amounts or require collateral on trade receivables.

Concentration of credit risk: Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, money market mutual funds and trade receivables. At times, cash in banks is in excess of the FDIC insurance limit. The Company has not experienced any loss as a result of those deposits.

Inventories: Inventories are valued at the lower of cost or market determined on a first-in, first-out basis. A portion of operating labor and overhead costs has been allocated to inventory.

Property and equipment: Property and equipment are stated at cost. Depreciation, less estimated salvage value, is provided on a straight-line basis, over the estimated service lives of the respective classes of property and equipment ranging between 3 and 10 years for office furniture and fixtures, 3 and 10 years for vehicles, 2 and 20 years for machinery and equipment and 3 and 39 years for buildings and improvements.

Goodwill: The Company records as goodwill the excess of the purchase price over the fair value of identifiable net assets acquired. Accounting Standards Codification (“ASC”) prescribes a two-step quantitative process for impairment testing of goodwill, which is performed at least annually, or when the Company has determined that an event triggering impairment may have occurred. Prior to performing the two step quantitative process, the Company may perform a qualitative assessment to determine the likelihood that the fair value of any of its reporting units may be less than its respective carrying value. The first step in the quantitative assessment tests for impairment by comparing the estimated fair value of each reporting unit to its carrying value. The fair values of the reporting units are estimated by a 5 year discounted cash flows forecast plus an estimated terminal value. Forecasts of future cash flows are based on the Company’s best estimate of future net sales and operating expenses. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and its carrying value. The Company performs its annual analysis as of December 31 of each fiscal year.

Other intangible and other assets: Covenants not to compete are amortized on a straight-line basis over the terms of the agreements, not exceeding 5 years. Supplier relationships are amortized on a straight-line basis not to exceed 20 years and trademarks and tradenames have indefinite lives and are therefore not amortized. Debt issue costs are amortized over the average term of the related credit agreement using the effective interest method.

Impairment of long-lived assets: The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of definite-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are impaired, the impairment is

 

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recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. Assets to be sold are reported at the lower of the carrying amount or the fair value less costs to sell. Indefinite-lived assets are tested for impairment annually or when impairment is indicated by a comparison of the carrying amount of the asset to the net present value of future cash flows expected to be generated by the asset.

Income taxes: Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits and penalties in income tax expense.

Revenue recognition: Revenue from product sales is recognized as goods are shipped, which generally is when title transfers and the risks and rewards of ownership have passed to customers, based on free on board (“FOB”) terms. Brokerage sales are recognized upon receipt of materials by the customer and reported net of costs in product sales. Historically, there have been very few sales returns and adjustments in excess of reserves for such instances that would impact the ultimate collection of revenues; therefore, no material provisions have been made when a sale is recognized.

Derivative financial instruments: All derivatives are recognized on the balance sheet at their fair value. On the date the derivative contract is entered into, the Company designates the derivative as a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash-flow hedge are recorded in other comprehensive income, until earnings are affected by the variability of cash flows (e.g., when periodic settlements on a variable-rate asset or liability are recorded in earnings).

Stock-based compensation: For employee stock options, the Company calculates the fair value of the award on the date of grant using the Black-Scholes method and recognizes that expense over the service period for awards expected to vest. The fair value of restricted stock awards is determined based on the number of shares granted and the average of the high and low quoted market price of the Company’s common stock on the date of grant. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

Environmental remediation costs: The Company is subject to comprehensive and frequently changing Federal, state and local environmental laws and regulations, and will incur additional capital and operating costs in the future to comply with currently existing laws and regulations, new regulatory requirements arising from recently enacted statutes, and possible new statutory enactments. The Company accrues losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Accruals for estimated losses from environmental remediation obligations generally are recorded no later than completion of

 

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the remedial feasibility study. Such accruals are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.

Determining (a) the extent of remedial actions that are or may be required, (b) the type of remedial actions to be used, (c) the allocation of costs among potentially responsible parties (“PRPs”) and (d) the costs of making such determinations, on a site-by-site basis, require a number of judgments and assumptions and are inherently difficult to estimate. The Company utilizes certain experienced consultants responsible for site monitoring, third party environmental specialists, and correspondence and progress reports obtained from the various regulatory agencies responsible for site monitoring to estimate its accrued environmental remediation costs. The Company generally contracts with third parties to fulfill most of its obligations for remedial actions. The time period necessary to remediate a particular site may extend several years, and the laws governing the remediation process and the technology available to complete the remedial action may change before the remedial action is complete. Additionally, the impact of inflation and productivity improvements can change the estimates of costs to be incurred. It is reasonably possible that technological, regulatory or enforcement developments, the results of environmental studies, the nonexistence or inability of other PRPs to contribute to the settlements of such liabilities or other factors could necessitate the recording of additional liabilities which could be material. The majority of the Company’s environmental remediation accrued liabilities are applicable to its now discontinued secondary lead smelting operations.

Earnings (loss) per common share: Basic earnings (loss) per share (“EPS”) data has been computed on the basis of the weighted-average number of common shares outstanding during each period presented. Diluted EPS data has been computed on the basis of the assumed conversion, exercise or issuance of all potential common stock equivalents, unless the effect is to reduce the loss or increase the net income per common share.

Note 2. Business Acquisitions and Dissolutions

Business dissolution: On December 31, 2014, the Company’s Joint Venture operation in Cleveland, Ohio was dissolved. Upon final dissolution, the Company recorded impairment charges of $871 to the carrying value of supplier lists and $1,200 to the carrying value of a non-compete agreement that terminates with the dissolution of the joint venture.

Business acquisition (scrap metal recycling segment): On December 23, 2013, the Company, through its Goodman Services, Inc. subsidiary, acquired substantially all of the operating assets of Furlow’s North East Auto, Inc. an automotive salvage and parts provider in North East, Pennsylvania. Closing on the real property was completed on March 3, 2014. The Company plans to grow the facility’s salvage car buying capabilities and continue its “pick-and-pull” auto parts business while taking advantage of additional access to scrap metal to feed its shredder in suburban Buffalo, New York. The purchase price was paid using cash provided under the Company’s Financing Agreement and notes payable to the sellers. The allocation of the purchase price did not result in any goodwill. Unaudited pro forma results are not presented as they are not material to the Company’s overall consolidated financial statements.

Business acquisition: On July 23, 2013, the Company, through its Goodman Services, Inc. subsidiary, acquired substantially all of the assets, including real property, of Segel & Son, Inc. a family-owned scrap iron and metal recycling business with facilities in Warren, Pennsylvania and Olean, New York. The acquisition provides a source of feedstock material for the Company’s shredder facility located nearby in suburban Buffalo. The purchase price was paid using cash provided under the Company’s previous senior credit agreement. The allocation of the purchase price resulted in a bargain purchase gain of $105 (net of $67 in deferred income taxes) and no goodwill was recorded. The Company also issued common stock valued at $25 to a former Segel officer as an inducement to enter into a one-year employment agreement. Unaudited pro forma results are not presented as they are not material to the Company’s overall consolidated financial statements.

 

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Business dissolution: On April 1, 2013, the Company’s Joint Venture operations in Ithaca, New York automatically terminated under the terms of the joint venture agreement. On September 6, 2013, upon final dissolution, the Company recorded a gain of $348 that is reported in other income for the year ended December 31, 2013.

Business acquisition: On February 4, 2013, the Company, through its Metalico Pittsburgh subsidiary, acquired certain accounts, equipment and a lease of certain real property from Three Rivers Scrap Metal, Inc. to operate a scrap metal recycling facility in the Greater Pittsburgh area in north suburban Conway, Beaver County, Pennsylvania. The acquisition provides a source of feedstock material for the Company’s shredder facility located nearby on Neville Island in Pittsburgh. The purchase price was paid using cash provided under the Company’s previous senior credit agreement. The financial statements include a final purchase price allocation which did not result in the recording of any goodwill. Unaudited pro forma results are not presented as they are not material to the Company’s overall consolidated financial statements.

Note 3 — Assets Held-for-Sale and Discontinued Operations

On December 1, 2014, the Company completed the sale of substantially all of the assets of its Lead Fabricating operating segment for $31,306 in cash. The Lead Fabricating operations comprised the entirety of the Company’s former Lead Fabricating reportable segment. The assets and liabilities related to the former Lead Fabricating business have been reclassified in the December 31, 2013 Consolidated Balance Sheet as assets and liabilities of discontinued operations.

The following table summarizes the components of the Company’s former Lead Fabricating operation’s assets and liabilities on the Consolidated Balance Sheet as of December 31, 2013:

 

		2013
Assets:
Trade receivables		$	6,544
Inventories			14,537
Prepaid expenses and other current assets			408
Property and equipment, net			13,277
Total assets of discontinued operations		$	34,766
Liabilities:
Accounts payable		$	1,767
Accrued expenses and other liabilities			1,010
Total liabilities of discontinued operations		$	2,777

 

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The results of the operations for the former Lead Fabricating business reported in Discontinued Operations in the Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 are as follows:

 

		2014				2013				2012
Revenue		$	63,391			$	72,806			$	66,415
Costs and expenses:
Operating expenses			54,537				62,046				55,240
Selling, general, and administrative expenses			3,624				3,906				3,778
Depreciation and amortization			1,182				1,683				435
			59,343				67,635				59,453
Income from discontinued operations			4,048				5,171				6,962
Loss on sale			(8,247	)			—				—
Financial and other income (expense)			2				107				4
(Loss) income from discontinued operations, before income taxes			(4,197	)			5,278				6,966
Provision for income taxes			—				1,778				2,263
(Loss) income from discontinued operations		$	(4,197	)		$	3,500			$	4,703

Note 4. Inventories

Inventories as of December 31, 2014 and 2013 were as follows:

 

		2014				2013
Raw materials		$	2,975			$	1,579
Work-in-process			385				1,523
Finished goods			1,690				1,117
Ferrous scrap metal			22,233				27,277
Non-ferrous scrap metal			18,843				23,650
		$	46,126			$	55,146

Note 5. Property and Equipment

Property and equipment as of December 31, 2014 and 2013 consisted of the following:

 

		2014				2013
Land		$	11,938			$	11,836
Buildings and improvements			36,358				34,619
Office furniture, fixtures and equipment			1,930				1,948
Vehicles and machinery and equipment			106,088				101,517
Construction in progress			736				1,045
			157,050				150,965
Less accumulated depreciation			75,430				65,494
		$	81,620			$	85,471

For the year ended December 31, 2014 and 2013, the Company did not capitalize any interest expense. For the year ended December 31, 2012, the Company capitalized interest expense of $85 related to facility construction projects.

 

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Note 6. Goodwill

The Company’s goodwill resides in multiple reporting units. The carrying amount of goodwill is tested annually as of December 31 or whenever events or circumstances indicate that impairment may have occurred. At December 31, 2014, in its annual impairment test, the Company determined that the fair value of certain of its reporting units did not exceed their respective carrying values resulting in goodwill impairment charges of $3,944 due to lower forecasted margins resulting from competitive pressures. Additionally, the Company closed its waste transfer station in Rochester, New York, a component of the Company’s New York Scrap Recycling Reporting Unit, resulting in an additional goodwill impairment charge of $1,233. In 2013, the Company experienced significantly lower commodity prices than were forecasted in the previous year‘s impairment analysis. When comparing actual year-to-date operating results to forecast for most of its reporting units, the Company’s operating results differed significantly enough to determine that impairment to the carrying value of its goodwill was probable. The Company has also experienced an extended period in which the carrying value of its shareholders’ equity materially exceeded its market capitalization value. Based on these factors, the Company performed an interim goodwill impairment test at September 30, 2013 for all of its reporting units. As a result of the impairment tests performed, the Company recorded a goodwill impairment charge of $32,330 to several of its reporting units. At December 31, 2013, in its annual impairment test, the Company did not identify any additional impairment.

Changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 were as follows:

 

		Scrap Metal Recycling				Lead Fabricating (Discontinued)				Corporate and Other				Consolidated
2014
Balance, beginning		$	17,075			$	5,368			$	—			$	22,443
Impairment charges			(5,177	)			—				—				(5,177	)
Loss on sale			—				(5,368	)			—				(5,368	)
Balance, ending		$	11,898			$	—			$	—			$	11,898
2013
Balance, beginning		$	49,405			$	5,368			$	—			$	54,773
Impairment charges			(32,330	)			—				—				(32,330	)
Balance, ending		$	17,075			$	5,368			$	—			$	22,443

Through the year ended December 31, 2014, the cumulative amount of impairment charges to goodwill totaled $88,868.

Adverse changes in general economic and market conditions and future volatility in the equity and credit markets could have further impact on the Company’s valuation of its reporting units and may require the Company to assess the carrying value of its remaining goodwill and other intangibles prior to normal annual testing dates.

Note 7. Other Intangible Assets

The Company tests all finite-lived intangible assets and other long-lived assets, such as fixed assets, for impairment only if circumstances indicate that possible impairment exists. Estimated useful lives of intangible assets are determined by reference to both contractual arrangements such as non-compete covenants and current and projected cash flows for supplier lists.

At December 31, 2014, the Company performed its annual impairment test on all of its intangible assets. Based on lower forecasted margins resulting from competitive pressures and a sharp decline in metal commodity

 

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prices, the Company recorded impairment charges totaling $3,806 to the carrying value of supplier lists at several of its reporting units. These charges were comprised of $1,518 for Akron, Ohio; $425 for Youngstown Ohio and $992 for the Bradford, Pennsylvania location. The total also includes an impairment charge of $871 to the supplier list at its Cleveland, Ohio joint venture location due to its dissolution. The Company also recorded an impairment charge of $1,034 to non-compete covenants at its Bradford, Pennsylvania location as the likelihood of competition from the covenant parties was not probable. An impairment charge of $1,200 was also recorded on the non-compete covenant at its Cleveland Ohio facility as the non-compete was no longer enforceable upon dissolution of the joint venture.

In 2013, the Company performed an interim impairment test on all of its intangible assets at September 30, 2013. As a result of the testing, the Company recorded an impairment charge of $5,307 to write-down the carrying value of a supplier list at its Akron, Ohio Scrap Reporting Unit and an impairment charge of $1,100 to a trade name that the Company no longer expects to use. At December 31, 2014, no adjustments were made to the estimated lives of finite-lived assets. Other intangible assets as of December 31, 2014 and 2013 consisted of the following:

 

		Gross Carrying Amount				Accumulated Amortization				Impairment Charges				Loss on Sale				Net Carrying Amount
2014
Covenants not-to-compete		$	6,514			$	(2,764	)		$	(2,234	)		$	—			$	1,516
Trademarks and tradenames			4,875				—				—				(875	)			4,000
Supplier relationships			35,024				(15,202	)			(3,806	)			—				16,016
Know how			397				—				—				(397	)			—
		$	46,810			$	(17,966	)		$	(6,040	)		$	(1,272	)		$	21,532
2013
Covenants not-to-compete		$	6,514			$	(2,188	)		$	—			$	—			$	4,326
Trademarks and tradenames			5,975				—				(1,100	)			—				4,875
Supplier relationships			40,330				(13,171	)			(5,307	)			—				21,852
Know how			397				—				—				—				397
		$	53,216			$	(15,359	)		$	(6,407	)		$	—			$	31,450

The changes in the net carrying amount of amortized intangible and other assets by classifications for the years ended December 31, 2014 and 2013 were as follows:

 

		Covenants Not-to- Compete				Supplier Relationships
2014
Balance, beginning		$	4,326			$	21,852
Amortization			(576	)			(2,030	)
Impairment charges			(2,234	)			(3,806	)
Balance, ending		$	1,516			$	16,016
2013
Balance, beginning		$	5,055			$	29,493
Acquisitions/additions			(729	)			(2,334	)
Amortization			—				(5,307	)
Balance, ending		$	4,326			$	21,852

 

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Amortization expense recognized on all amortizable intangible assets totaled $2,606, $3,063 and $2,817 for the years ended December 31, 2014, 2013 and 2012, respectively. Estimated aggregate amortization expense on amortizable intangible and other assets for each of the next five years and thereafter is as follows:

 

Years Ending December 31:		Amount
2015		$	1,723
2016			1,933
2017			1,603
2018			1,361
2019			1,321
Thereafter			9,591
		$	17,532

Note 8. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities as of December 31, 2014 and 2013 consisted of the following:

 

		2014												2013
		Current				Long-Term				Total				Current				Long-Term				Total
Environmental monitoring costs		$	88			$	726			$	814			$	109			$	761			$	870
Payroll and employee benefits			656				—				656				817				—				817
Interest and bank fees			298				—				298				431				—				431
Derivative liabilities – warrants			—				803				803				—				—				—
Obligations from debt restructuring			862				3,500				4,362				—				—				—
Other			2,371				88				2,459				1,879				118				1,997
		$	4,275			$	5,117			$	9,392			$	3,236			$	879			$	4,115

 

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Note 9. Pledged Assets, Short-Term Debt, Long-Term Debt and Warrants

Long-term debt, excluding senior unsecured convertible notes payable, as of December 31, 2014 and 2013 consisted of the following:

 

		2014				2013
Senior debt:
Revolving line-of-credit payable under secured credit facility with primary lender, terms as described below		$	31,420			$	48,216
Term loan A payable under secured credit facility with primary lender, due in quarterly principal installments of $200 plus interest at the lender’s base rate plus a margin (an effective rate of 10.50% at December 31, 2014), maturing November 2019, collateralized by substantially all assets of the Company.			19,973				32,650
Term loan B payable under secured credit facility with primary lender, due in quarterly principal installments at an amount equal to 0.50% of the aggregate term loan B balance advanced plus interest at the lender’s base rate plus a margin, paid off in December 2014			—				3,000
Note payable to bank, due in monthly installments of $141, including interest at 4.77%, maturing November 2019, collateralized by certain equipment			7,402				8,708
Note payable to bank, due in monthly installments of $3, including interest at 7.2%, remainder due April 2019, collateralized by real property			140				162
Note payable to bank, due in monthly installments of $6, including interest at 6.0%, due December 2017, collateralized by real property			224				298
Other, primarily equipment notes payable and capitalized leases for related equipment, interest from 0.0% to 8.3%, collateralized by certain equipment with due dates ranging from 2015 to 2020			7,635				7,947
Subordinated debt (subordinate to debt with primary lenders):
Note payable to selling shareholders in connection with business acquisition, due in monthly installments of $20 plus interest at 5%, due December 2019, unsecured			889				1,042
Notes payable to selling shareholders in connection with business acquisition, due in quarterly installments of $156 plus interest at 6.5%, due January 2016, unsecured			780				1,403
Notes payable to selling shareholders in connection with business acquisition, due in monthly installments of $2 plus interest at 4.0%, due February 2018, unsecured			57				75
Non-compete obligations payable to individuals in connection with business acquisition, due in quarterly installments of $100 plus interest at 6.5%, unsecured			384				745
			68,904				104,246
Less current maturities			6,513				6,327
Long-term portion		$	62,391			$	97,919

On November 21, 2013, the Company entered into a Financing Agreement (the “Financing Agreement”) with a syndicate of lenders led by TPG Specialty Lending, Inc. (“TPG”), as agent. The six-year agreement consists of senior secured credit facilities in the aggregate amount of $125,000, including a $65,000 revolving line of credit and two term loan facilities totaling $60,000. The revolving line of credit provides for revolving

 

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loans that, in the aggregate, are not to exceed the lesser of $65,000 and a “Borrowing Base” amount based on specified percentages of eligible accounts receivable and inventory. On October 21, 2014, the Company entered into a Second Amendment (“Second Amendment”) to the Financing Agreement which increased interest rate margins for revolving and term loans. Revolving loans accrue interest at either the “Base Rate” (a rate determined by reference to the prime rate but in any event not less than 4.00%) plus 2.75% or, at the Company’s election, a LIBOR-based rate (the current LIBOR rate but in any event not less than 1.00%) plus 3.75% (an aggregate effective rate of 5.01% at December 31, 2014). The term loans bear interest at the Base Rate plus 8.50% or, at the Company’s election, the LIBOR-based rate (the current LIBOR rate but in any event not less than 1.00%) plus 9.50% (an aggregate effective rate of 10.5% at December 31, 2014). Obligations under the Financing Agreement are secured by substantially all of the Company’s assets. Outstanding balances under the revolving line of credit and term loans were $31,420 and $19,973, respectively, as of December 31, 2014. The Second Amendment also waived the previously existing defaults under the Financing Agreement and lifted a non-payment blockage to junior lenders and provided consent to amend the Senior Unsecured Convertible Notes described below.

Related deferred financing costs are being amortized over the term of the Financing Agreement. In addition to a cash amendment fee of $578, the senior lenders also received an additional fee of $3,500 that is payable either in cash at the maturity of the outstanding term loans under the Financing Agreement and/or, at the holder’s option, but without duplication, in shares of the Company’s common stock pursuant to a warrant issued at closing with a cashless exercise feature. The Second Amendment was recorded as a debt extinguishment. As a result, the Company recorded a $9,152 loss on extinguishment comprised of $4,078 in amendment fees charged by the lender, $2,693 in unamortized deferred costs capitalized under the original agreement and $2,381 representing the fair value of the warrant feature of the additional fee and are reported under loss on debt extinguishment in the Consolidated Statement of Operations.

The Company remains subject to certain financial covenants (as amended in the Second Amendment), including maximum leverage, maximum capital expenditures and minimum availability, and is restricted from, among other things, paying cash dividends, repurchasing its common stock over certain stated thresholds, and entering into certain transactions without the prior consent of the lenders. The Company believes it will be able to meet the future maximum leverage ratio covenants modified under the Second Amendment and thus all of the outstanding balances under the Financing Agreement have been classified as long-term liabilities. At December 31, 2014, availability under the revolving portion of the Financing Agreement was $7,993.

Listed below are the material debt covenants as prescribed by the Financing Agreement.

Maximum Leverage Ratio — ratio of total debt (excluding balances of the Notes) to trailing four-quarter EBITDA at December 31, 2014 must not exceed covenant:

 

Covenant		6.00 to 1.0
Actual		5.03 to 1.0

Maximum Leverage Ratios under the Financing Agreement for the next four quarterly periods are as follows:

 

For the quarterly period ending:		Covenant Ratio
March 31, 2015			6.00 to 1.0
June 30, 2015			6.00 to 1.0
September 30, 2015			6.00 to 1.0
December 31, 2015			6.00 to 1.0

Maximum Consolidated Capital Expenditures — capital expenditures for the quarter ended December 31, 2014 must not exceed covenant:

 

Covenant		$	11,500
Actual		$	10,569

 

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On December 12, 2011, the Company entered into an Equipment Finance Agreement (the “Equipment Finance Agreement”) with First Niagara Leasing, Inc. (“First Niagara”) providing up to $10,418. The Company used $6,585 to repay a term loan provided under the Company’s previous credit agreement with JPMorgan Chase Bank, NA, Inc., as agent, and other lenders party thereto. The loan is secured by the Buffalo, New York shredder and related equipment. Upon entering the Financing Agreement with the TPG lending group, the Company and First Niagara entered into an amendment adopting the covenants prescribed by the Financing Agreement, which includes the covenants as amended by the Second Amendment. All cross defaults due to the defaults under the Financing Agreement have been waived by First Niagara. A previous loan modification shortened the First Niagara maturity to coincide with the maturity of the Financing Agreement in November 2019 and accordingly increased the required monthly payments from $110 to $141. The interest rate under the loan remains unchanged at 4.77% per annum. As of December 31, 2014 and 2013, the outstanding balance under the loan was $7,402 and $8,708, respectively.

Senior Unsecured Convertible Notes Payable

On April 23, 2008, the Company entered into a Securities Purchase Agreement with accredited investors (“Note Purchasers”) which provided for the sale of $100,000 of Senior Unsecured Convertible Notes (the “Notes”) convertible at all times into shares of the Company’s common stock. The original conversion price of the Notes was $14.00 per share. The Notes bore interest at 7% per annum, payable in cash, and matured in April 2028. The Notes also contained an optional repurchase right requiring the Company to redeem the Notes at par which was exercised by the Note holders on June 30, 2014. At that time, the aggregate principal balance outstanding under the 2008 Notes, after various equity exchanges and repurchases, was approximately $24.3 million. Due to the Company’s inability to meet the maximum leverage ratio covenant under the Financing Agreement at March 31, 2014, availability under the term portion of the Financing Agreement to redeem the Notes was restricted by the lenders party to the Financing Agreement and on June 30, 2014, the Company was unable to redeem the Notes.

On October 20, 2014, the Note holders converted $10,000 of the debt to Metalico common stock under the terms of the Notes at a rate of $0.9904 per share and also received rights to receive additional common shares in the event the trading price of the Company’s stock fell below certain values determined at the fortieth trading day after the date of the Exchange Agreement (“Conversion”). As a result of the initial issuance and subsequent forty trading day true-up, a total of 24,362,743 shares were issuable under the Conversion of which the Company issued 21,966,941 shares with the remaining 2,395,809 shares deferred by the Note holders to a then unspecified subsequent date in accordance with the applicable terms of the Exchange Agreements. On January 26, 2015 the remaining 2,395,809 deferred shares were issued. Pursuant to individual Exchange Agreements dated October 21, 2014 (the “Exchange Agreements”), the holders exchanged the remaining principal balance plus accrued unpaid interest, a total of $14,727, for three sets of “New Series Convertible Notes” (described below). The Company recorded the Exchange as a debt extinguishment. As a result of the Exchange, the Company recorded, a loss on extinguishment of $6,373, comprised of $5,136 for common stock issued in the true-up to the Exchange, $955 in unamortized deferred costs from the original Notes and $282 in unamortized discount related to the value of warrants issued in connection with the original Notes.

New Series Convertible Notes

The remaining $14,727 Note and interest balance not converted on October 20, 2014, was exchanged into New Series Convertible Notes. The aggregate principal amounts of each of the “Series A” New Series Convertible Notes and the “Series C” New Series Convertible Notes is $4,490 and the aggregate principal amount of the “Series B” New Series Convertible Notes is $5,748. The New Series Convertible Notes mature on July 1, 2024 and bear interest, payable in kind, at a rate of 13.5% per annum. The interest rate was applicable retroactively to balances under the original Notes as of July 1, 2014 and resulted in $1,571 of paid in kind interest expense in the year ended December 31, 2014.

 

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“Series A” New Series Convertible Notes may be converted into shares of Metalico common stock at any time after issuance at a rate of $1.30 per share. The Company may not redeem any portion of the Series A Notes prior to July 1, 2017, and after that may redeem all or a portion of the balance subject to a 30% premium payable in additional shares of stock. “Series B” New Series Convertible Notes received a conversion rate of $0.3979 based on 110% of the arithmetic average of the weighted average price of Metalico common stock for a thirty-day trading period including the fifteen trading days prior to, and the fifteen trading days commencing on, December 31, 2014 and are convertible to Metalico common stock as of that date. All or a portion of the “Series B” New Convertible Note may be redeemed by the Company, from portions of the proceeds of specified asset sales and in certain stated and permitted amounts subject to the same premium as the Series A Notes. The “Series C” New Convertible Note were redeemed at par upon the sale of the Company’s Lead Fabricating business on December 1, 2014 resulting in a loss on extinguishment of $577 for the expensing of the pro-rata share of unamortized deferred financing costs incurred in the Exchange.

As of December 31, 2014, the outstanding balance of the New Series Convertible Notes, including accrued and unpaid interest was $10,478. As of December 31, 2013, the outstanding balance on the original Notes was $23,172 (net of $297, in unamortized discount related to the original fair value of warrants issued with the Notes).

Aggregate annual maturities required on all debt outstanding as of December 31, 2014 are as follows:

 

Years ending December 31:		Amount
2015		$	6,513
2016			5,785
2017			5,285
2018			4,458
2019			3,969
Thereafter			53,372
		$	79,382

Convertible Note Purchases

At various times during the year ended December 31, 2013, the Company repurchased an aggregate $45,341 in Notes including $36,741 in conjunction with the refinancing of its senior credit facility as described above. Total repurchases during the year resulted in a gain of $123, net of $1,788 in unamortized deferred financing costs and $541 in unamortized warrant discount.

At various times during the year ended December 31, 2012, the Company repurchased an aggregate $7,300 in convertible notes, in cash for $6,820, using proceeds of the Revolver described above resulting in a gain of $63, net of $320 in unamortized deferred financing costs and $97 in unamortized warrant discount.

Note 10. Accumulated Other Comprehensive Loss

Other comprehensive income (loss) for the years ended December 31, 2014, 2013 and 2012 of $372, $77 and $(15), net of income tax (expense) benefit of $(256), $(41) and $9, respectively is due to changes in the funded status of the defined benefit pension plan.

The components of accumulated other comprehensive loss, net of income tax, as of December 31, 2013 of $372 represented the funded status of the defined benefit pension plan of the Company’s former Lead Fabricating operations.

 

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Note 11. Capital Stock

On December 13, 2014, pursuant to a Special Meeting, stockholders voted to amend of the Company’s Certificate of Incorporation to increase the total number of authorized shares of common stock from 100,000,000 shares to 300,000,000. Capital stock voting rights, par value, dividend features and authorized, issued and outstanding shares are summarized as follows as of December 31, 2014 and 2013:

 

		2014								2013
		Authorized				Issued and Outstanding				Authorized				Issued and Outstanding
Preferred stock, voting, $.001 par value			10,000,000				—				10,000,000				—
Common stock, voting, $.001 par value			300,000,000				70,281,935				100,000,000				48,143,379

Each outstanding share of common stock entitles the record holder to one vote on all matters submitted to a vote of the Company’s shareholders. Common shareholders are also entitled to dividends when and if declared by the Company’s Board of Directors.

The Board of Directors of Metalico, Inc. is authorized to issue preferred stock from time to time in one or more classes or series thereof, each such class or series to have voting powers (if any), conversion rights (if any), dividend rights, dividend rate, rights and terms of redemption, designations, preferences and relative, participating, optional or other special rights and privileges, and such qualifications, limitations or restrictions thereof, as shall be determined by the Board and stated and expressed in a resolution or resolutions of the Board providing for the issuance of such preferred stock. The Board is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares in any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences, and rights, and the qualifications, limitations, and restrictions of such preferred stock stated in the resolution of the Board originally fixing the number of shares of such series.

Stock Purchase Warrants

As described in Note 9, in connection with the Second Amendment, the Company was charged a fee by its senior lenders that is payable either in cash at the maturity of the outstanding term loans under the agreement and/or, at the holder’s option, but without duplication, in shares of the Company’s common stock pursuant to a warrant issued at closing. The lenders’ warrant has a ten-year term and is exercisable for up to 3,810,146 shares of Metalico stock at an exercise price of $.9186 per share. It is also exercisable on a “cashless” basis. The warrant shares are also subject to certain antidilution protections. The Company will not receive any cash proceeds as a result of any of the described transactions.

The Company has recorded the $3,500 fee liability in long-term liabilities. The Company also recorded the fair value of the warrant feature using the Black-Scholes method as described in Note 20, determined to be $2,381 on the date of issue. The warrant is marked-to-market each balance sheet date with a charge or credit to “Financial instruments fair value adjustments” in the consolidated statements of operations. At each balance sheet date, any change in the calculated fair market value of the warrant obligations must be recorded as additional other expense or income. At December 31, 2014, the fair value of the warrant liability was $803 and the $1,578 reduction in the liability from the date of issue was recorded as a credit to “Financial instruments fair value adjustments” in the consolidated statements of operations.

 

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Note 12. Income Taxes

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are presented below:

 

		2014				2013
Deferred tax assets:
Inventories		$	1,361			$	2,877
Accrued expenses			882				1,168
Accounts receivable			278				344
Intangible assets			12,100				9,882
Debt refinancing			5,816				—
Loss carryforwards			10,760				6,415
Basis in subsidiary stock			2,720				2,756
Total gross deferred tax assets			33,917				23,442
Less valuation allowance			(19,414	)			(4,404	)
			14,503				19,038
Deferred tax liabilities:
Property and equipment			(13,150	)			(15,669	)
Gain on debt extinguishment			(2,295	)			(2,867	)
Prepaid expenses			(176	)			(190	)
Total gross deferred tax liabilities			(15,621	)			(18,726	)
		$	(1,118	)		$	312

The net change in the total valuation allowance was an increase of $15,010 and $658 in 2014 and 2013, respectively. The Company has a recorded a valuation allowance of approximately $19,414 as of December 31, 2014 to reduce deferred income tax assets, primarily net operating loss carryforwards, to the amount that is more likely than not to be realized in future periods. In evaluating the Company’s ability to recover its deferred income tax assets the Company considers all available positive and negative evidence, including operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction by jurisdiction basis. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based upon the level of historical losses, management believes it is not more likely than not that the Company will realize the benefits of these deductible differences. Therefore, the Company recorded a valuation allowance against all net deferred tax assets with exception to any deferred tax liabilities related to indefinite-lived intangibles.

At December 31, 2014, the Company has net operating losses carryforward for Federal purposes of $22,931 which will expire, if unused, beginning in year 2033. At December 31, 2014, the Company has net operating loss carryforwards for state income tax purposes of $86,880 which will expire, if unused, in 2014 through 2034. $3,733 will expire in 2014, $7,667 will expire between 2015 and 2017, and $75,480 will begin to expire after 2017.

 

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The provision (benefit) for income taxes for the years ended December 31, 2014, 2013 and 2012 consisted of the following:

 

		2014				2013				2012
Continuing Operations
Current – Federal		$	(989	)		$	(4,568	)		$	(5,419	)
Current – State			(5	)			176				642
Total Current			(994	)			(4,392	)			(4,777	)
Deferred – Federal			1,503				(10,670	)			(2,900	)
Deferred – State			650				221				(837	)
Total Deferred			2,153				(10,449	)			(3,737	)
Total tax (benefit) expense – continuing operations		$	1,159			$	(14,841	)		$	(8,514	)
Discontinued Operations
Current – Federal		$	870			$	1,329			$	2,619
Current – State			103				61				30
Total Current			973				1,390				2,649
Deferred – Federal			(870	)			309				(421	)
Deferred – State			(103	)			79				35
Total Deferred			(973	)			388				(386	)
Total tax (benefit) expense- discontinued operations		$	—			$	1,778			$	2,263

The income tax (benefit) provision differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pretax income (loss) for the years ended December 31, 2014, 2013 and 2012, due to the following:

 

		2014				2013				2012
Computed statutory tax benefit		$	(13,484	)		$	(18,374	)		$	(8,996	)
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal income tax effect			(2,091	)			(1,148	)			(225	)
Fair value adjustments			(521	)			—				(69	)
Stock based payment adjustments			—				682				262
Non-deductible goodwill impairment			1,593				4,398				715
Non-deductible items			(344	)			87				40
Permanent – return to provision			92				439				(174	)
Change in valuation allowance			13,267				658				18
Change in uncertain tax positions			—				26				45
State Deferred Adjustments			1,801				—				—
Other, net			846				(1,609	)			(130	)
		$	1,159			$	(14,481	)		$	(8,514	)

A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31, 2014 and 2013 is as follows:

 

		2014				2013
Balance, January 1,		$	176			$	173
(Decrease) increase related to prior year tax positions			—				(2	)
Increase related to current year tax positions			7				5
Balance, December 31,		$	183			$	176

 

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Included in the balance of total unrecognized tax benefits at December 31, 2014 and 2013 are potential benefits of $119 and $114, respectively, that if recognized would affect the effective tax rate.

The Company, including its domestic subsidiaries, files consolidated Federal and state income tax returns. For years before 2009, the Company is no longer subject to Federal or state income tax examinations. The Internal Revenue Service concluded their examination of the Company’s income tax returns for 2008 and 2009 in 2012 and proposed no adjustments. The Company does not expect a significant change in the uncertain tax positions in the next twelve months.

Interest expense recognized related to uncertain tax positions amounted to $31 in 2014, $21 in 2013 and $16 in 2012, and penalties amounted to $32 in 2014, $3 in 2013 and $31 in 2012. Total interest and penalties expensed for the year ended December 31, 2014 was $14 and were included in income tax expense.

Note 13. Stock-Based Compensation Plans

The Company established the 2006 Long-Term Incentive Plan (the “2006 Plan”) which allows for a number of shares of the Company’s common stock equal to up to 10% of the total issued and outstanding amount of common shares and common share equivalents to be issued upon the exercise of stock based awards granted to officers, consultants, board members and certain other employees from time to time. The purpose of the 2006 Plan is to attract and retain qualified individuals and to align their interests with those of the stockholders by providing certain employees of the Company and its affiliates and members of the Board with the opportunity to receive stock-based and other long-term incentive grants. The 2006 Plan is administered by the Compensation Committee of the Board of Directors. Awards may be granted in various forms, including options, warrants, appreciation rights, restricted stock and common stock and are granted based upon several factors, including seniority, job duties and responsibilities, job performance and overall Company performance. Awards vest over a period as determined by the Compensation Committee.

Stock Options

Under the terms of the 2006 Plan, officers, consultants and other employees may be granted awards to purchase common stock at exercise prices set on the date an award is granted and as determined by the Compensation Committee of the Board of Directors. Awards issued under the 2006 Plan generally vest ratably over three years and are exercisable for up to five years from the date of grant. The Company receives no monetary consideration for the granting of stock-based awards pursuant to the 2006 Plan. However, it receives the option price for each share issued to grantees upon the exercise of the options.

 

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A summary of the status of the fixed stock option awards at December 31, 2014, 2013 and 2012, and changes during the years ended on those dates are as follows:

 

		2014								2013								2012
		Shares				Weighted- Average Exercise Price				Shares				Weighted- Average Exercise Price				Shares				Weighted- Average Exercise Price
Outstanding at beginning of year			1,051,288			$	4.00				1,762,385			$	7.20				2,177,616			$	7.30
Granted			—				—				3,500				1.48				60,000				4.27
Exercised			—				—				—				—				(9,528	)			3.78
Expired			(500,794	)			3.98				(714,597	)			11.86				(465,703	)			7.35
Outstanding at end of year			550,494				4.02				1,051,288				4.00				1,762,385				7.20
Exercisable at end of year			549,355	(a)			4.02				1,048,427				4.01				1,633,587				7.47
Weighted-average fair value per option granted during the year		$	—							$	0.96							$	2.82
Stock-based compensation expense related to stock options recorded in selling, general and administrative expense		$	1							$	306							$	999

 

(a)	As of December 31, 2014, there was $1 of unrecognized compensation costs related to non-vested stock options that is expected to be recognized over a weighted-average period of 1.3 years. The total fair value of options vested during the year ended December 31, 2014 was $1.

No options were awarded in the year ended December 31, 2014. For the years ended December 31, 2013 and 2012, the fair value of each option award was estimated at the grant date using the Black-Scholes method with the following assumptions for grants:

 

		2013				2012
Weighted average risk-free interest rates(1):			1.32	%			1.04	%
Weighted average expected life (in years)(2):			5.0				5.0
Weighted average expected volatility(3):			81.1	%			83.8	%
Expected dividend yield:			—				—

 

(1)	Based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of the stock options.

(2)	The expected life of stock options is estimated based on historical experience.

(3)	Expected volatility is based on the average of historical volatility determined by observing actual prices of the Company’s stock over a period commensurate with the expected life of the awards.

 

		Aggregate Intrinsic Value As of and for the Year Ended December 31
		2014				2013				2012
Options outstanding		$	—			$	2			$	—
Options exercisable		$	—			$	—			$	—
Options exercised		$	—			$	—			$	6

 

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A further summary about awards outstanding at December 31, 2014, was as follows:

 

		Options Outstanding								Options Exercisable
Exercise Prices		Number Outstanding				Weighted- Average Remaining Contractual Life (in yrs)				Number Exercisable				Weighted- Average Remaining Contractual Life (in yrs)
$1.26			1,500				3.5				750				3.5
1.91			1,000				3.1				611				3.1
3.51			397,244				0.6				397,244				0.6
3.83			750				0.7				750				0.7
4.27			45,000				2.2				45,000				2.2
4.68			15,000				0.4				15,000				0.4
5.99			45,000				0.2				45,000				0.2
6.22			45,000				1.2				45,000				1.2
Total			550,494				1.3				549,355				1.3

Stock options outstanding that have vested, are expected to vest and are not expected to vest as of December 31, 2014 were as follows:

 

		Number of Shares				Weighted Average Exercise Price				Weighted Average Contractual Term in years
Vested			549,355			$	4.02				0.8
Expected to vest			1,139			$	1.48				1.3
			550,494			$	4.02				0.8
Not expected to vest			—				—				—

Deferred Stock

Deferred stock awards granted vest and are issued ratably over a three-year period from the date of grant. A summary of the status of the nonvested fixed deferred stock awards at December 31, 2014, 2013 and 2012, and changes during the years ended on those dates is as follows:

 

		2014								2013								2012
		Shares				Weighted- Average Grant Date Fair Value				Shares				Weighted- Average Grant Date Fair Value				Shares				Weighted- Average Grant Date Fair Value
Outstanding at beginning of year			303,736			$	2.44				483,390			$	2.79				312,175			$	5.26
Stock awards granted			10,000				1.84				30,000				1.46				321,000				1.57
Stock awards cancelled\forfeited			(28,293	)			1.62				(24,358	)			3.17				(15,089	)			5.02
Stock awards vested and issued			(183,296	)			3.04				(185,296	)			3.10				(134,696	)			5.37
Outstanding at end of year			102,147			$	1.58				303,736			$	2.44				483,390			$	2.79
Stock-based compensation expense related to stock awards recorded in selling, general and administrative expense		$	272							$	620							$	653

As of December 31, 2014, there was $151 of unrecognized compensation costs related to non-vested stock awards that is expected to be recognized over a weighted-average period of 1.0 year.

 

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Note 14. Pension Plans

At December 31, 2014, the Company has one defined-contribution 401(k) pension plan for employees not covered by a collective bargaining agreement (Non-union). The plan offers substantially all employees a choice to elect to make contributions pursuant to salary reduction agreements upon attaining certain age and length-of-service requirements. Under the Non-union plan, the Company may make matching contributions on behalf of the participants of the plan up to a maximum percentage of a participant’s compensation as defined by the plan. Through April 30, 2014 and for the year ended December 31, 2013, the Company made matching contributions of 2% in each year respectively to the Non-union plan. Company matching contributions were suspended on April 30, 2014. The employees at its former Granite City, Illinois plant were covered by a collective bargaining agreement (Union). Under the Union plan, and in accordance with its labor contract that covers the Company’s former union employees, Company contributions were required based on a specified rate per month. For the Union plan, the Company matched participant contributions up to the maximum required under the union collective bargaining agreement. The Non-union and Union plans also provide a profit sharing component where the Company can make a discretionary contribution to the plans, which is allocated based on the compensation of eligible employees. No profit sharing contributions were made for 2014, 2013 and 2012. Company matching and profit-sharing contributions are subject to vesting schedules, and forfeitures are applied to reduce Company contributions. Participants are immediately vested in their elective contributions. Combined 401(k) and pension expense for the years ended December 31, 2014, 2013 and 2012 was $143, $218 and $284, respectively.

In connection with a 2004 business acquisition, the Company assumed plan sponsorship of a frozen defined benefit pension plan at the Granite City, Illinois plant covering substantially all hourly employees at such location. The Company uses a December 31 measurement date for the defined benefit pension plan. Upon the sale of its Lead Fabricating operations on December 1, 2014, the Company no longer has any obligations under the defined benefit pension plan. Information relative to this defined benefit pension plan, as of and for the years indicated, is presented as follows:

Obligations and Funded Status

 

		2013
Changes in benefit obligations:
Obligations at beginning of year		$	1,290
Interest cost			57
Actuarial (gain) loss			(16	)
Benefits paid			(68	)
Obligations at end of year		$	1,263
Changes in plan assets:
Fair value of assets at beginning of year		$	748
Actual return on assets			115
Company contributions			81
Benefits paid			(68	)
Fair value of assets at end of year		$	876
Funded status (plan assets less than benefit obligations) at end of year		$	(387	)
Amounts not yet recognized:
Unrecognized net loss		$	627
Accumulated benefit obligation		$	1,263

 

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		2013				2012
Components of Net Periodic Benefit Cost and Additional Information
Components of net periodic benefit cost:
Interest cost		$	57			$	52
Expected return on plan assets			(53	)			(44	)
Amortization of actuarial loss			40				39
Net periodic benefit cost		$	44			$	47
Additional information:
Unrecognized actuarial gain (loss) included in other comprehensive income, net of tax		$	77			$	(15	)
Assumptions
Weighted-average assumptions used in computing ending obligations:
Discount rate			4.50	%			3.75	%
Rate of compensation increase			N/A				N/A
Weighted-average assumptions used in computing net cost:
Discount rate			4.50	%			4.5	%
Rate of compensation increase			N/A				N/A
Expected return on plan assets			7.00	%			7.00	%

The expected long-term rate of return on plan assets for determining net periodic pension cost for each fiscal year is chosen by the Company from a best estimate range determined by applying anticipated long-term returns and long-term volatility for various asset categories to the target asset allocation of the defined benefit pension plan, as well as taking into account historical returns.

Using the asset allocation policy as currently in place for the defined benefit pension plan (60% in total equity securities — 45% large/mid cap stocks and 15% small cap stocks; 40% in fixed income securities), the Company determined the expected rate of return at a 50% probability of achievement level based on forward-looking rate of return expectations for passively-managed asset categories over a 20-year time horizon which produced an expected rate of return of 6.67% which was rounded to 7.00%.

Plan Assets

 

Asset Category		Percentage of Plan Assets at December 31,2013
Equity securities			61	%
Debt securities			37	%
Other			2	%
Total			100	%

For the purposes of fair value measurement, all plan assets are considered to be Level 1, having quoted prices in active markets.

Note 15. Lease Commitments

The Company leases administrative and operations space under non-cancelable operating lease agreements that expire between 2015 and 2021, and require various minimum annual rentals. In addition, certain leases also require the payment of property taxes, normal maintenance, and insurance on the properties. The Company also leases certain vehicles and equipment under non-cancelable operating lease agreements that expire between 2015 and 2021.

 

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The approximate minimum rental commitment as of December 31, 2014, excluding executory costs, is due as follows:

 

Years Ending December 31:		Amount
2015		$	1,364
2016			1,156
2017			754
2018			496
2019			492
Thereafter			655
		$	4,917

Total rental expense for the years ended December 31, 2014, 2013, and 2012, was $2,206, $2,315 and $ 2,327, respectively.

Note 16. Other Commitments and Contingencies

Environmental Remediation Matters

The Company formerly conducted secondary lead smelting and refining operations in Tennessee. Those operations ceased in 2003. The Company also sold substantially all of the lead smelting assets of its former Gulf Coast Recycling (“GCR”) subsidiary, in Tampa, Florida in 2006.

As of December 31, 2014 and 2013, estimated remaining environmental monitoring costs reported as a component of accrued expenses were $814 and $870, respectively. No further remediation is anticipated. Of the $814 accrued as of December 31, 2014, $88 is reported as a current liability and the remaining $726 is estimated to be paid as follows: $70 from 2016 through 2018, $75 from 2019 through 2020 and $581 thereafter. These costs primarily include the post-closure monitoring and maintenance of the landfills at the former lead facilities in Tennessee and Tampa, Florida. While changing environmental regulations might alter the accrued costs, management does not currently anticipate a material adverse effect on estimated accrued costs.

The Company and its subsidiaries are at this time in material compliance with all of their obligations under all pending consent orders in College Grove, Tennessee and the greater Tampa area.

The Company does not carry, and does not expect to carry for the foreseeable future, significant insurance coverage for environmental liability because the Company believes that the cost for such insurance is not economical. Accordingly, if the Company were to incur liability for environmental damage in excess of accrued environmental remediation liabilities, its financial position, results of operations, and cash flows could be materially adversely affected. The Company and its subsidiaries are at this time in material compliance with all of their pending remediation obligations.

The Company does not believe compliance with environmental regulations will have a material impact on earnings or its competitive position.

Employee Matters

As of December 31, 2014, twenty-one employees located at the Company’s scrap processing facility in Akron, Ohio, approximately 3% of the Company’s workforce, were covered by a collective bargaining agreement with the Chicago and Midwest Regional Joint Board. On June 26, 2014, the members of the Joint Board ratified a new three-year contract that expires on June 25, 2017.

Other Matters

The Company is involved in certain other legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such other proceedings and litigation will not materially affect the Company’s financial position, results of operations, or cash flows.

 

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Note 17. Investment

The Company holds a non-controlling interest in Beacon Energy Holdings, Inc. (“Beacon”) a company organized to produce and market biofuels refined from waste vegetable oil, fats, and agricultural feedstocks. At December 31, 2014 and 2013, the carrying amount of the investment was $0 due to historical losses and writedowns. The Company is not obligated to fund any of Beacon’s future losses. On February 8, 2011, Beacon completed a merger with Environmental Quality Management, Inc. (“EQM”) through the issuance of common shares to EQM. As a result, the Company’s ownership in Beacon was reduced to 5.9% and Beacon changed its name to “EQM Technologies & Energy, Inc.” The Company is a 5.5% holder of EQM Common stock at December 31, 2014.

Note 18. Statement of Cash Flows Information

The Company received refunds of income taxes of $1,832, $4,612 and $2,384 (net of payments of $183, $178 and $891) and paid cash for interest of $8,364, $8,299 and $8,189 for the years ended December 31, 2014, 2013 and 2012, respectively.

The following describes the Company’s noncash investing and financing activities:

 

		2014				2013				2012
Issuance of common stock for debt extinguishment (see Note 9)		$	14,274			$	—			$	—
Issuance of common stock for business acquisition (see Note 2)			—				500				100
Issuance of short and long-term debt for business acquisitions			—				75				—
Repayment of debt with new borrowings			14,700				44,168				—
Accrued purchases of capital equipment and improvements			—				—				384
Trade-in allowances on new equipment purchases			129				148				276

Note 19. Earnings (loss) Per Share

Following is information about the computation of the earnings (loss) per share (“EPS”) for the years ended December 31, 2014, 2013 and 2012:

 

		Year Ended December 31, 2014
		Loss (Numerator)				Shares (Denominator)				Per Share Amount
Basic and Diluted EPS
Loss from continuing operations attributable to Metalico, Inc.		$	(40,188	)			50,530,650			$	(0.80	)
Loss from discontinued operations		$	(4,197	)			50,530,650			$	(0.08	)
Net loss attributable to Metalico, Inc		$	(44,385	)			50,530,650			$	(0.88	)

 

		Year Ended December 31, 2013
		Loss (Numerator)				Shares (Denominator)				Per Share Amount
Basic and Diluted EPS
Loss from continuing operations attributable to Metalico, Inc.		$	(38,316	)			47,951,933			$	(0.80	)
Income from discontinued operations		$	3,500				47,951,933			$	0.07
Net loss attributable to Metalico, Inc		$	(34,816	)			47,951,933			$	(0.73	)

 

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		Year Ended December 31, 2012
		Loss (Numerator)				Shares (Denominator)				Per Share Amount
Basic and Diluted EPS
Loss from continuing operations attributable to Metalico, Inc.		$	(17,814	)			47,552,901			$	(0.38	)
Income from discontinued operations		$	4,703				47,552,901			$	0.10
Net loss attributable to Metalico, Inc		$	(13,111	)			47,552,901			$	(0.28	)

The Company excludes stock options, warrants and convertible notes with exercise or conversion prices that are greater than the average market price from the calculation of diluted EPS because their effect would be anti-dilutive.

As of December 31, 2014, there were 3,810,145 warrants, 550,494 options, 102,147 deferred shares, and 18,298,708 shares issuable upon conversion of convertible notes excluded in the computation of diluted EPS because their effect would have been anti-dilutive.

As of December 31, 2013, there were 1,419,231 warrants, 1,051,288 options, 303,736 deferred shares and 1,676,358 shares issuable upon conversion of convertible notes excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive.

As of December 31, 2012, there were 1,419,231 warrants, 1,762,385 options, 482,765 deferred shares and 4,914,990 shares issuable upon conversion of convertible notes excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive.

Note 20. Fair Value Disclosure

Accounting Standard Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (“ASC Topic 820”) requires certain assets and liabilities to be recorded at fair value and clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. The three levels of the fair value hierarchy under ASC Topic 820 are described below:

Basis of Fair Value Measurement:

 

•

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

•

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 or liability.

 

•

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).

The Company used the following methods and assumptions to determine the fair value of financial instruments that are not recognized at fair value:

Cash and cash equivalents, trade receivables, accounts payable and accrued expenses: The carrying amounts approximate the fair value due to the short maturity of these instruments.

Notes payable and long-term debt: The carrying value of notes payable and long-term debt reported in the accompanying consolidated balance sheets, with the exception of the 7% Convertible Notes, approximates fair value as substantially all of this debt bears interest based on prevailing market rates currently available.

 

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The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2014 and 2013:

 

		As of December 31, 2014												As of December 31, 2013
(in thousands)		Face Value				Carrying Value				Fair Value				Face Value				Carrying Value				Fair Value
New Series A Convertible Notes due 2024		$	4,607			$	4,607			$	4,986			$	—			$	—			$	—
New Series B Convertible Notes due 2024			5,871				5,871				9,123				—				—				—

The fair value of the New Series Convertible Notes at each balance sheet date is determined based on recent quoted market prices.

The Company has determined that the carrying value of its 7% Notes approximates fair value due to the short-term nature of an optional repurchase right exercisable by the Note Purchasers on June 30, 2014. Under the terms, each Note Purchaser had the right to require the Company to redeem the Notes at par. The Notes are included in the consolidated balance sheet as of December 31, 2013 at $23,172 which is inclusive of unamortized discount of $297. The Notes were unsecured, bear interest at 7% per annum, payable in cash, and matured in April 2028.

The majority of the Company’s non-financial instrument assets, which include goodwill, intangible assets and property, plant and equipment, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur (or tested at least annually for goodwill and indefinite lived intangible assets) such that a non-financial instrument asset is required to be evaluated for impairment, based upon a comparison of the non-financial instrument asset’s fair value to its carrying value, an impairment is recorded to reduce the carrying value to the fair value, if the carrying value exceeds the fair value. Such values are generally determined using Level 3 inputs.

The following table presents the Company’s liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of:

 

December 31, 2014

Liabilities

Level 1

Level 2

Level 3

Total

Fee Warrant

—

—

803

803

 

December 31, 2013

Liabilities

Level 1

Level 2

Level 3

Total

Put Warrants

—

—

—

—

Following is a description of valuation methodologies used for liabilities recorded at fair value:

Fee Warrant: The Company values the fee warrant issued in connection with the Second Amendment to the Financing Agreement on October 21, 2014 using the Black-Scholes method. For the October 21, 2014 issuance date and year ended December 31, 2014, the average value per outstanding warrant listed below was estimated using the following input assumptions:

 

		December 31, 2014				October 21, 2014 Issue Date
Fair value per outstanding warrant		$	0.21			$	0.62
Market price per common share as of valuation date		$	0.34			$	0.93
Expected term, in years			9.83				10.00
Discount rate			2.17	%			2.23	%
Average volatility factor			70.9	%			56.7	%

 

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Put Warrants: The Company values put warrants issued in connection with the original convertible notes in April 2008 using the Black-Scholes method. The put warrants expired on July 14, 2014. For the year ended December 31, 2013, the average value per outstanding warrant listed below was estimated using the following input assumptions:

 

		2013
Fair value per outstanding warrant		$	0.00
Market price per common share as of December 31		$	2.07
Expected term in years			0.25
Discount rate			0.07	%
Average volatility factor			49.6	%

ASC Topic 820 requires a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period. For the years ended December 31, 2014 and 2013, there were no transfers in or out of Level 3. For these Level 3 liabilities, the reconciliation is as follows:

 

		Fair Value Measurements
		Using Significant Unobservable Inputs
		(Level 3)
		Year Ended December 31, 2014				Year Ended December 31, 2013
		Fee Warrant				Put Warrants
Beginning balance		$	—			$	3
Issuances			2,381				—
Total unrealized gain included in earnings			(1,578	)			(3	)
Ending balance		$	803			$	—
The amount of gain for the period included in earnings attributable to the change in unrealized losses relating to liabilities still held at the reporting date		$	(1,578	)		$	(3	)

As of December 31, 2014, the following assets were measured at fair value on a nonrecurring basis using the type of inputs shown:

 

						December 31, 2014
Assets		Level 1				Level 2				Level 3				Total
Goodwill			—				—			$	11,898			$	11,898
Other intangible assets			—				—			$	2,212			$	2,212

 

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A reconciliation of the beginning and ending balances for assets measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2014 is as follows:

 

		Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
		Other Intangibles Supplier Lists
Beginning balance		$	3,730
Total impairment charges included in earnings			1,518
Ending balance		$	2,212
The amount of impairment charges for the period included in earnings attributable to the change in fair value relating to a certain supplier list still held at the reporting date		$	(1,518	)

Note 21. Recent Accounting Pronouncements

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management of a company to evaluate whether there is substantial doubt about the company’s ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, and for interim and annual reporting periods thereafter, with early adoption permitted. The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The ASU becomes effective for the Company at the beginning of its 2017 fiscal year; early adoption is not permitted. The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU changes the criteria for determining which disposals can be presented as a discontinued operation and modifies existing disclosure requirements. Under the revised standard, a discontinued operation must represent a strategic shift that has or will have a major effect on an entity’s operations and financial results. This ASU is effective for reporting periods beginning after December 15, 2014 with early adoption permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue. The impact of the adoption of this amendment on our consolidated financial statements will be based on our future disposal activity.

 

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Note 22. Subsequent Events

In the first quarter of 2015, metal commodity prices experienced a significant decline which has had a material impact to the results of operations for the three months ended March 31, 2015. Due to the weaker than expected operating results for the first quarter of 2015, the Company anticipates that it will not meet the maximum Leverage Ratio covenant as prescribed by the Financing Agreement for the quarter ended March 31, 2015. The Company is negotiating with its lenders to resolve the anticipated covenant breach. A breach of any of the covenants contained in lending agreements could result in default under such agreements. In the event of a default, a lender could refuse to make additional advances under the revolving portion of a credit facility, could require the Company to repay some or all of its outstanding debt prior to maturity, and/or could declare all amounts borrowed by the Company, together with accrued interest, to be due and payable which would result in us having insufficient liquidity to pay our debt obligations and operate our business. No assurance can be provided that the Company will be able to reach an agreement with lenders about resolving any noncompliance with its covenants. These conditions raise substantial doubt about our ability to continue as a going concern.

 

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