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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

[X]

 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2003

 

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 1-8524
Myers Industries, Inc.
(Exact name of registrant as specified in its charter)

 

 

 

Ohio
(State or other jurisdiction of
incorporation or organization)

 

34-0778636
(IRS Employer Identification Number)

 

   

1293 South Main Street
Akron, Ohio
(Address of principal executive offices)

 


44301
(Zip code)

 

(330) 253-5592
(Registrant's telephone number, including area code)

not applicable
(Former name, former address and former fiscal year, if changed since last report)

    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, and (2) has been subject to such filing requirements for the past 90 days. Yes  X   No     .

    Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes  X   No     .

    As of June 30, 2003, the number of shares outstanding of the issuer's Common Stock was 30,110,059.

 

Table of Contents

Part I -- Financial Information

 
 

Item 1. Financial Statements

 

Condensed Statement of Consolidated Financial Position

 

Condensed Statement of Consolidated Income

 

Statements of Consolidated Cash Flows

 

Statement of Shareholders' Equity

 

Notes to Financial Statements

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Item 4. Controls and Procedures

Part II -- Other Information

 
 

Item 1. Legal Proceedings

 

Item 4. Submission of Matter of a Vote of Security Holders

 

Item 6. Exhibits and Reports on Form 8-K

Signature

 

Exhibit Index

 

10 (u)

Sixth Amendment to Loan Agreement

 

31.1

Certifications Per Section of 302 of the Sarbanes-Oxley Act

 

31.2

Certifications Per Section of 302 of the Sarbanes-Oxley Act

 

32.

Certifications Per Section 906 of the Sarbanes-Oxley Act

 

-1-

Part I - Financial Information

Item 1.  Financial Statements

Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of June 30, 2003 and December 31, 2002

June 30,

December 31,

Assets

2003

2002

Current Assets

    Cash

$4,836,917

$1,702,334

    Accounts receivable-less allowances
         of $4,941,000 and $4,507,000,
         respectively

   

 

117,881,241

     


111,207,172

 

    Inventories

        Finished and in-process products

64,694,489

66,819,085

        Raw materials and supplies

16,777,612

16,280,910

81,472,101

83,099,995

    Prepaid expenses

5,915,157

5,130,856

 Total Current Assets

210,105,416

201,140,357

Other Assets

     Goodwill

213,229,328

204,465,504

     Patents and other intangible assets

2,847,396

2,422,772

     Other

3,390,626

3,658,670

219,467,350

210,546,946

Property, Plant and Equipment, at Cost

     Land

8,086,087

7,878,664

     Buildings and leasehold improvements

77,930,252

77,061,850

     Machinery and equipment

334,726,208

318,617,656

420,742,547

403,558,170

     Less allowances for depreciation and
         amortization

   


235,243,123

     


212,763,143

 

185,499,424

190,795,027

$615,072,190

$602,482,330

 

 

-2-

Part I - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of June 30, 2003 and December 31, 2002

June 30,

December 31,

Liabilities and Shareholders' Equity

2003

2002

Current Liabilities

    Accounts payable

   

$41,365,656

     

$49,970,910

 

    Accrued expenses

        Employee compensation

26,787,415

29,843,708

        Taxes, other than income taxes

4,002,388

3,260,304

        Accrued interest

746,274

754,668

        Other

13,300,153

12,849,101

    Current portion of long-term debt

25,578,262

20,690,265

 Total Current Liabilities

111,780,148

117,368,956

Long-term Debt, less current portion

208,008,483

212,222,615

Deferred Income Taxes

18,989,973

17,201,131

Shareholders' Equity

    Serial Preferred Shares
        (authorized 1,000,000)

   


0

     


0

 

    Common Shares, without par value
        (authorized 60,000,000 shares;
        outstanding 30,110,059 and
        30,071,736 shares, respectively)

   




18,324,589

     




18,301,212

 

    Additional paid-in capital

216,407,343

216,077,838

    Accumulated other comprehensive
        income

   


(3,797,853


)

   


(16,590,693


)

    Retained income

45,359,507

37,901,271

276,293,586

255,689,628

$615,072,190

$602,482,330

 

 

-3-

Part I - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Income

Three Months Ended

Six Months Ended

June 30,

June 30,

2003

2002

2003

2002


Net sales


$168,964,147


$153,095,622


$332,184,401


$302,034,259

Cost and expenses

    Cost of sales

119,240,566

101,364,468

228,617,550

195,804,741

    Operating expenses

41,930,011

37,529,565

81,867,732

72,117,910

    Interest expense, net

2,661,312

2,975,147

5,164,024

6,017,843

Total costs & expenses

163,831,889

141,869,180

315,649,306

273,940,494

Income before income taxes

5,132,258

11,226,442

16,535,095

28,093,765

Income taxes

1,856,000

4,425,000

6,067,000

11,246,000

Net income

$3,276,258

$6,801,442

$10,468,095

$16,847,765

Net income per Common Share

$.11

$.23

$.35

$.56

Dividends per Common Share

$.05

$.05

$.10

$.10

Weighted average number of
     Common Shares outstanding


30,104,277


29,945,109


30,094,844


29,891,628

.


 

-4-

Part I - Financial Information

Myers Industries, Inc.
Statement of Consolidated Cash Flows
For the Six Months Ended June 30, 2003 and 2002

   

June 30,

     

June 30,

   
   

2003

     

2002

   

Cash Flows From Operating Activities

               

    Net income

 

$10,468,095

     

$16,847,765

   

    Items not affecting use of cash

               

        Depreciation

 

18,143,323

     

16,945,906

   

        Amortization of other intangible assets

 

608,125

     

523,958

   

        Deferred taxes

 

1,561,904

     

1,208,696

   

    Cash flow provided by (used for) working capital

               

        Accounts receivable

 

(1,588,140

)

   

1,137,197

   

        Inventories

 

3,772,008

     

6,239,747

   

        Prepaid expenses

 

(676,188

)

   

795,113

   

        Accounts payable and accrued expenses

 

(15,713,473

)

   

(3,446,061

)

 

                 

    Net cash provided by operating activities

 

16,575,654

     

40,252,321

   
                 

Cash Flows From Investing Activities

               

    Acquisition of business, net of cash acquired

0

(2,819,901

)

    Additions to property, plant and
        equipment, net


(8,501,127


)


(12,004,089


)

    Other

(585,208

)

1,151,402

                 

    Net cash used for investing activities

 

(9,086,335

)

   

(13,672,588

)

 
                 

Cash Flows From Financing Activities

               

    Long-term debt repayment

 

(8,000,000

)

   

(6,000,000

)

 

    Net borrowing (repayment) of credit facility

 

6,302,241

     

(14,598,982

)

 

    Cash dividends paid

 

(3,009,859

)

   

(2,871,638

)

 

    Proceeds from issuance of common stock

 

352,882

     

1,583,674

   

                 

    Net cash used for financing activities

 

(4,354,736

)

   

(21,886,946

)

 

                 

Increase in Cash

3,134,583

4,692,787

                 

Cash at January 1

 

1,702,334

     

7,074,964

   

                 

Cash at June 30

 

$4,836,917

     

$11,767,751

   

 

 

-5-

Part I - Financial Information

Myers Industries, Inc.
Statement of Shareholders' Equity
For the Six Months Ended June 30, 2003

 



Comprehensive
Income



Common
Stock


Additional
Paid-In
Capital

Accumulative
Other
Comprehensive
Income

 



Retained
Income

 

December 31, 2002

$18,301,212

$216,077,838

($16,590,693

)

$37,901,271

 
               

Net income

$10,468,095

       

10,468,095

 
               
               

Foreign currency
    translation
       adjustment



12,792,840




12,792,840

               

Comprehensive
     income


$23,260,935

               

Common Stock
     issued

23,377

329,505

             

 

 

Dividends

         

(3,009,859

)

June 30, 2003

 

$18,324,589

$216,407,343

($3,797,853)

 

$45,359,507

 

-6-

Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(1)     Statement of Accounting Policy

     The accompanying financial statements include the accounts of Myers Industries, Inc. and subsidiaries (Company), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K.

     In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 2003, and the results of operations and cash flows for the three and six months ended June 30, 2003 and 2002.

(2)     Supplemental Disclosure of Cash Flow Information

     The Company made cash payments for interest expense of $2,508,000 and $2,698,000 for the three months ended June 30, 2003 and 2002, respectively. Cash payments for interest totaled $5,067,000 and $5,423,000 for the six months ended June 30, 2003 and 2002. Cash payments for income taxes totaled $4,513,000 and $6,683,000 for the three months ended June 30, 2003 and 2002. Cash payments for income taxes were

$5,543,000 and $7,736,000 for the six months ended June 30, 2003, and 2002.

(3)     Net Income Per Share

     Net income per share, as shown on the Condensed Statement of Consolidated Income, is determined on the basis of the weighted average number of common shares outstanding during the period, and for all periods shown basic and diluted earnings per share are indentical. In August 2002, the Company declared a five-for-four stock split and all per share data for the quarter and six month periods ended June 30, 2002, has been adjusted to reflect the stock split.

(4)     Stock Compensation

     The Company accounts for stock compensation arrangements using the intrinsic value in Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees." In accordance with the intrinsic value method, the Company has not recognized any expense related to stock options, as options have only been granted with an exercise price equal to market value of the shares at the date of the grant.

     The alternative policy in SFAS No. 123, "Accounting for Stock Based Compensation," provides that compensation expense be recognized based on the fair value of the options awarded, determined by an option pricing model. If the Company had recognized compensation expense using the fair value method under SFAS No. 123 rather than the APB 25, net income would not have been materially different than reported amounts and earnings per share would be identical for the six months ended June 30, 2003. In calculating the compensation expense under SFAS No. 123, the Company assumes that all options will vest and be exercised at the expiration date of the grant. Other assumptions used in calculating the compensation expense for options granted in the six months ended June 30, 2003 include a dividend yield of 2.3 percent, a risk-free interest rate of 3.875 percent and a volatility measure based on the Company's stock beta of .85.

-7-

Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements


(5)     Segment Information

     The Company's business units have separate management teams and offer different products and services. Using the criteria of FASB No. 131, these business units have been aggregated into two reportable segments; Distribution of after-market repair products and services and Manufacturing of polymer products. The aggregation of business units is based on management by the chief operating decision maker for the segment as well as similarities of production processes, distribution methods and economic characteristics (e.g. average of gross margin and the impact of economic conditions on long-term financial performance).

     The Company's distribution segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive underbody repair. The distribution segment operates domestically through 42 branches located in major cities throughout the United States and in foreign countries through export and businesses in which the Company holds an equity interest.

     The Company's manufacturing segment designs, manufactures and markets a variety of polymer based plastic and rubber products. These products are manufactured primarily through the molding process in facilities throughout the United States and Europe.

     Sales to external customers for manufactured plastic products were $114.3 million for the quarter and $233.7 million for the six months ended June 30, 2003, while sales of rubber products were $13.2 million and $25.1 million for the quarter and year-to-date periods, respectively. In the prior year, sales of plastic products to external customers were $100.9 million for the quarter and $207.8 million for the six months ended June 30, 2002 while sales of rubber products were $13.0 million for the quarter and $23.2 million for the year-to-date periods, respectively.

     Operating income for each segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing segment operating income, general corporate overhead expenses and interest expenses are not included.

-8-

Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements


(5)     Segment Information (con't)

Three Months Ended

Six Months Ended

June 30,

June 30,

(In thousands)

2003

2002

2003

2002

Net Sales

    Distribution of aftermarket
       repair products and services


$41,405


$39,220


$73,356


$71,031

    Manufacturing of polymer products

131,415

117,699

265,724

238,066

    Intra-segment elimination

(3,856

)

(3,823

)

(6,896

)

(7,063

)