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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 September 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 September 30, 2003, the number of shares outstanding of the issuer's Common Stock was 30,147,800.

 

TABLE OF CONTENTS

Part I -- Financial Information

 
 

Condensed Statements of Consolidated Financial Position

 

Condensed Statements of Consolidated Income

 

Statements of Consolidated Cash Flows

 

Statements of Shareholders' Equity

 

Notes to Financial Statements

 

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

Part II -- Other Information

 
 

Item 1. Legal Proceedings

 

Item 6. Exhibits and Reports on Form 8-K

Signature

 

Exhibit Index

 
 

21

Subsidiaries of Registrant

 

31.1

Certification Per Section 302 of the Sarbanes-Oxley Act

 

31.2

Certification Per Section 302 of the Sarbanes-Oxley Act

32

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act

     
 

 

-1-

Part I - Financial Information

Item 1.  Financial Statements

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

September 30,

December 31,

Assets

2003

2002

Current Assets

    Cash and temporary cash investments

$8,788,299

$1,702,334

    Accounts receivable-less allowances
         of $5,335,000 and $4,941,000,
         respectively

   

 

113,718,691

     


111,207,172

 

    Inventories

        Finished and in-process products

63,156,379

66,819,085

        Raw materials and supplies

16,533,774

16,280,910

79,690,153

83,099,995

    Prepaid expenses

6,165,930

5,130,856

        Total Current Assets

208,363,073

201,140,357

Other Assets

     Goodwill

215,128,910

204,465,504

     Patents and other intangible assets

2,500,190

2,422,772

     Other

3,271,008

3,658,670

220,900,108

210,546,946

Property, Plant & Equipment, at Cost

     Land

8,130,326

7,878,664

     Buildings and leasehold improvements

78,356,919

77,061,850

     Machinery and equipment

340,719,224

318,617,656

427,206,469

403,558,170

     Less allowances for depreciation and
         amortization

   


245,830,583

     


212,763,143

 

181,375,886

190,795,027

$610,639,067

$602,482,330

 

 

-2-

Part I - Financial Information

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

September 30,

December 31,

Liabilities and Shareholders' Equity

2003

2002

Current Liabilities

    Accounts payable

   

$43,530,930

     

$49,970,910

 

    Accrued expenses

        Employee compensation

26,234,181

29,843,708

        Taxes, other than income taxes

3,118,689

3,260,304

        Accrued interest

754,972

754,668

        Other

13,466,843

12,849,101

    Current portion of long-term debt

26,045,984

20,690,265

       Total Current Liabilities

113,151,599

117,368,956

Long-term Debt, less current portion

199,476,225

212,222,615

Deferred Income Taxes

19,628,399

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 30,147,800 and
        30,071,736 shares, respectively)

   




18,347,611

     




18,301,212

 

    Additional paid-in capital

216,744,417

216,077,838

    Accumulated other comprehensive
        income

   


(2,068,296


)

   


(16,590,693


)

    Retained income

45,359,112

37,901,271

278,382,844

255,689,628

$610,639,067

$602,482,330

 

 

-3-

Part I - Financial Information

Myers Industries, Inc.
Condensed Statements of Consolidated Income

For The Three Months Ended

For The Nine Months Ended

September 30,

September 30,

September 30,

September 30,

2003

2002

2003

2002


Net sales

$152,400,083


$146,625,694


$484,584,484


$448,659,953


Cost of Sales


108,240,101


102,230,644


336,857,651


298,035,384




   Gross Profit


44,159,982


44,395,050


147,726,833


150,624,569


Operating Expenses


39,972,077


36,407,957


121,839,810


108,525,868


   Operating Income


4,187,905


7,987,093


25,887,023


42,098,701


Interest Expense


2,385,930


3,017,187


7,549,953


9,035,030


Income Before Income Taxes


1,801,975


4,969,906


18,337,070


33,063,671


Income taxes


295,000


1,902,000


6,362,000


13,148,000


Net Income


$1,506,975


$3,067,906


$11,975,070


$19,915,671

Net income per Common Share*

$0.05

$0.10

$0.40

$0.67

Dividends per Common Share*

$0.05

$0.05

$0.15

$0.15

Weighted average number of
     Common Shares outstanding


30,137,840


30,044,489


30,110,521


29,941,875

.


*Adjusted for a five-for-four stock split in August, 2002.

 

-4-

Part I - Financial Information

Myers Industries, Inc.
Statements of Consolidated Cash Flows
For the Nine Months Ended September 30, 2003 and 2002

   

September 30,

     

September 30,

   
   

2003

     

2002

   

Cash Flows From Operating Activities

               

    Net income

 

$11,975,070

     

$19,915,671

   

    Items not affecting use of cash

               

        Depreciation

 

27,482,195

     

25,578,998

   

        Amortization of other intangible assets

 

1,509,115

     

777,860

   

        Deferred taxes

 

2,188,985

     

1,333,696

   

    Cash flow provided by (used for) working capital

               

        Accounts receivable

 

2,367,730

     

(101,762

)

 

        Inventories

 

5,752,430

     

3,659,287

   

        Prepaid expenses

 

(887,405

)

   

483,685

   

        Accounts payable and accrued expenses

 

(15,130,033

)

   

(7,074,436

)

 

                 

    Net cash provided by operating activities

 

35,258,087

     

44,572,999

   
                 

Cash Flows From Investing Activities

               

    Acquisition of business, net of cash acquired

(777,122

)

(2,819,901

)

    Additions to property, plant and
        equipment, net


(13,404,316


)


(21,190,289


)

    Other

(41,270

)

94,659

                 

    Net cash used for investing activities

 

(14,222,708

)

   

(23,915,531

)

 
                 

Cash Flows From Financing Activities

               

    Long-term debt repayment

 

(12,000,000

)

   

(9,000,000

)

 

    Net borrowing (repayment) of credit facility

 

1,854,837

     

(10,514,055

)

 

    Cash dividends paid

 

(4,517,229

)

   

(4,374,582

)

 

    Proceeds from issuance of common stock

 

712,978

     

2,128,496

   

                 

    Net cash used for financing activities

 

(13,949,414

)

   

(21,760,141

)

 

                 

Increase in Cash

7,085,965

(1,102,673

)

                 

Cash at January 1

 

1,702,334

     

7,074,964

   

                 

Cash at September 30

 

$8,788,299

     

$5,972,291

   

 

 

-5-

Part I - Financial Information

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

 



Comprehensive
Income



Common
Stock


Additional
Paid-In
Capital

Accumulative
Other
Comprehensive
Income (Loss)

 



Retained
Income

 

December 31, 2002

$18,301,212

$216,077,838

($16,590,693

)

$37,901,271

 
               

Net income

$11,975,070

       

11,975,070

 
               
               

Foreign currency
    translation
       adjustment



14,522,397




14,522,397

               

Comprehensive
     income


$26,497,467

               

Common Stock
     issued


46,399


666,579

             

 

Dividends

         

(4,517,229

)

September 30, 2003

 

$18,347,611

$216,744,417

$(2,068,296

)

$45,359,112

 

-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 state-ments 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 September 30, 2003, and the results of operations and cash flows for the nine months ended September 30, 2003 and 2002.

(2)     Subsequent Event

        During the fourth quarter ending December 31, 2003, the Company anticipates that it will issue up to $100 million in senior unsecured notes. If completed, proceeds from the senior notes would be used to pay down outstanding bank debt under the Company's existing term loan and revolving credit facility.

(3)     Net Income Per Share

        Basic 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 identical. In August 2002, the Company declared a five-for-four stock split and, accordingly, all per share data has been adjusted to reflect the stock split.

(4)     Supplemental Disclosure of Cash Flow Information

        The Company made cash payments for interest expense of $2,030,000 and $2,959,000 for the three months ended September 30, 2003 and 2002, respectively. Cash payments for interest totaled $7,098,000 and $8,974,000 for the nine months ended September 30, 2003 and 2002. Cash payments for income taxes totaled $675,000 and $2,359,000 for the three months ended September 30, 2003 and 2002. Cash payments for income taxes were $4,258,000 and $10,095,000 for the nine months ended September 30, 2003, and 2002.


(5)    Acquisitions

        In August 1999, the Company acquired substantially all of the assets of Dillen Products Companies (Dillen), a Middlefield, Ohio, manufacturer of horticultural containers. During the quarter ended September 30, 2003, the Company paid approximately $777,000 as additional consideration related to the Dillen acquisition which is reflected as goodwill on the accompanying statement of consolidated financial position.

-7-

Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(6)     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 nine months ended September 20, 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 nine months ended September 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)     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 $99.2 million for the quarter and $333.0 million for the nine months ended September 30, 2003, while sales of rubber products were $12.2 million and $37.3 million for the quarter and year-to-date periods, respectively. In the prior year, sales of plastic products to external customers were $92.7 million for the quarter and $301.1 million for the nine months ended September 30, 2002 while sales of rubber products were $12.1 million for the quarter and $34.8 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

(7)    Segment Information (con't)

Three Months Ended

Six Months Ended

September 30,

September 30,

(In thousands)

2003

2002

2003

2002

Net Sales

    Distribution of aftermarket
       repair products and services


$40,986


$41,763


$114,342


$112,794

    Manufacturing of polymer products

115,239

108,803

380,963

346,869

    Intra-segment elimination

(3,825

)

(3,940

)

(10,721

)

(11,003

)

$152,400

$146,626

$484,584