SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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[X] |
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the quarterly period ended June 30, 2004 |
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OR |
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[ ] |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from__________ to__________ |
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Commission File Number 1-8524
Myers Industries, Inc.
(Exact name of registrant as specified in its charter)
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Ohio |
34-0778636 |
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1293 South Main Street |
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(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, 2004, the number of shares outstanding of the issuer's Common Stock was 30,304,826.
Table of Contents
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosure About Market Risk |
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-1-
Part I - Financial Information
Item 1. Financial Statements
Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of June 30, 2004 and December 31, 2003
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June 30, |
December 31, |
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Assets |
2004 |
2003 |
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Current Assets |
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Cash |
$15,163,707 |
$5,666,997 |
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Accounts receivable-less allowances |
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Inventories |
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Finished and in-process products |
65,055,300 |
61,240,225 |
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Raw materials and supplies |
25,277,115 |
22,613,029 |
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90,332,415 |
83,853,254 |
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Prepaid expenses |
5,216,618 |
4,374,210 |
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Total Current Assets |
240,857,673 |
207,933,141 |
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Other Assets |
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Goodwill |
261,218,532 |
224,298,302 |
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Patents and other intangible assets |
1,884,160 |
2,321,584 |
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Other |
4,879,717 |
3,229,351 |
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267,982,409 |
229,849,237 |
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Property, Plant and Equipment, at Cost |
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Land |
8,551,474 |
8,461,003 |
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Buildings and leasehold improvements |
85,736,822 |
80,588,395 |
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Machinery and equipment |
368,867,091 |
352,995,191 |
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463,155,387 |
442,044,589 |
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Less allowances for depreciation and |
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190,158,659 |
183,844,428 |
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$698,998,741 |
$621,626,806 |
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-2-
Part I - Financial Information
Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of June 30, 2004 and December 31, 2003
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June 30, |
December 31, |
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Liabilities and Shareholders' Equity |
2004 |
2003 |
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Current Liabilities |
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Accounts payable |
$54,000,997 |
$39,731,250 |
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Accrued expenses |
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Employee compensation |
29,767,129 |
30,975,836 |
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Taxes, other than income taxes |
3,825,056 |
2,874,171 |
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Accrued interest |
660,329 |
608,575 |
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Other |
14,197,143 |
15,533,529 |
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Current portion of long-term debt |
2,709,454 |
4,452,137 |
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Total Current Liabilities |
105,160,108 |
94,175,498 |
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Long-term Debt, less current portion |
266,607,183 |
211,002,691 |
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Deferred Income Taxes |
25,354,614 |
21,924,269 |
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Shareholders' Equity |
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Serial Preferred Shares |
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Common Shares, without par value |
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Additional paid-in capital |
217,973,808 |
217,019,810 |
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Accumulated other comprehensive |
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Retained income |
60,134,156 |
48,200,438 |
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301,876,836 |
294,524,348 |
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$698,998,741 |
$621,626,806 |
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-3-
Part I - Financial Information
Myers Industries, Inc.
Condensed Statement of Consolidated Income
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Three Months Ended |
Six Months Ended |
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June 30, |
June 30, |
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2004 |
2003 |
2004 |
2003 |
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Cost and expenses |
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Cost of sales |
138,158,853 |
119,240,566 |
262,619,428 |
228,617,550 |
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Operating expenses |
45,844,514 |
41,930,011 |
89,750,649 |
81,867,732 |
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Interest expense, net |
3,032,366 |
2,661,312 |
6,176,012 |
5,164,024 |
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Total costs & expenses |
187,035,733 |
163,831,889 |
358,546,089 |
315,649,306 |
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Income before income taxes |
9,719,125 |
5,132,258 |
23,727,296 |
16,535,095 |
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Income taxes |
3,616,000 |
1,856,000 |
8,768,000 |
6,067,000 |
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Net income |
$6,103,125 |
$3,276,258 |
$14,959,296 |
$10,468,095 |
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Net income per Common Share |
$.20 |
$.11 |
$.49 |
$.35 |
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Dividends per Common Share |
$.05 |
$.05 |
$.10 |
$.10 |
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Weighted average number of |
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-4-
Part I - Financial Information
Myers Industries, Inc.
Statement of Consolidated Cash Flows
For the Six Months Ended June 30, 2004 and 2003
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June 30, |
June 30, |
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2004 |
2003 |
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Cash Flows From Operating Activities |
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Net income |
$14,959,296 |
$10,468,095 |
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Items not affecting use of cash |
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Depreciation |
18,312,955 |
18,143,323 |
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Amortization of other intangible assets |
1,114,431 |
608,125 |
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Deferred taxes |
2,077,035 |
1,561,904 |
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Cash flow provided by (used for) working capital |
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Accounts receivable |
(7,652,242 |
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(1,588,140 |
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Inventories |
(3,578,207 |
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3,772,008 |
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Prepaid expenses |
147,135 |
(676,188 |
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Accounts payable and accrued expenses |
4,881,013 |
(15,713,473 |
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Net cash provided by operating activities |
30,261,416 |
16,575,654 |
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Cash Flows From Investing Activities |
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Acquisition of business, net of cash acquired |
(34,918,395 |
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0 |
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Additions to property, plant and |
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Other |
278,867 |
(585,208 |
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Net cash used for investing activities |
(45,452,906 |
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(9,086,335 |
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Cash Flows From Financing Activities |
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Long-term debt repayment |
0 |
(8,000,000 |
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Net borrowing (repayment) of credit facility |
28,224,857 |
6,302,241 |
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Deferred financing costs |
(1,539,235 |
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0 |
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Cash dividends paid |
(3,025,578 |
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(3,009,859 |
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Proceeds from issuance of common stock |
1,028,156 |
352,882 |
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Net cash provided by (used for) financing activities |
24,688,200 |
(4,354,736 |
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Increase in Cash |
9,496,710 |
3,134,583 |
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Cash at January 1 |
5,666,997 |
1,702,334 |
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Cash at June 30 |
$15,163,707 |
$4,836,917 |
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-5-
Part I - Financial Information
Myers Industries, Inc.
Statement of Shareholders' Equity
For the Six Months Ended June 30, 2004
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Accumulative |
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December 31, 2003 |
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$18,369,240 |
$217,019,810 |
$10,934,860 |
$48,200,438 |
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Net income |
$14,959,296 |
14,959,296 |
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Foreign currency |
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Comprehensive |
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Common Stock |
74,159 |
953,998 |
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Dividends |
(3,025,578 |
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June 30, 2004 |
$18,443,399 |
$217,973,808 |
$5,325,473 |
$60,134,156 |
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-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 U.S. 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, 2004, and the results of operations and cash flows for the three and six months ended June 30, 2004 and 2003. The results of operations for the six months ended June 30, 2004 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2004.
(2) Subsequent Event
On July 7, 2004, the Company acquired the operations and assets of Productivity California, Inc. (ProCal), a leading manufacturer of plastic nursery containers and specialty printed containers for professional growers. Based in South Gate, California, ProCal had net sales of approximately $28 million in 2003. The total acquisition cost was approximately $16.5 million including approximately $3.3 million in cash and 942,857 shares of the Company's stock. In addition, for a one-year period ending July 7, 2005, the Company agreed to issue additional shares of common stock in the event that shares issued in connection with the ProCal acquisition are sold at a price below the $14.00 per share value at issuance. In connection with the acquisition the Company also assumed approximately $10 million of ProCal debt. The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals and additional information
become available. The results of ProCal will be included in the consolidated results of operations of the Company from the date of acquisition.
On July 15, 2004, the Company announced that it was reporting to the U.S. Department of Justice and the Securities and Exchange Commission (SEC) certain international business practices that are believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by a foreign subsidiary to prohibited customers in certain international jurisdictions. These business practices have been discontinued and an investigation, which is not yet completed, is being conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its employees. The Company will seek to settle any enforcement issues arising from these matters, however, at this
time the Company cannot reasonably estimate its potential liability and, therefore, has not recorded any provision for any resulting settlement or potential fines and penalties as of June 30, 2004. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question had no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.
-7-
Part I - Financial Information
Myers Industries, Inc.
Notes to Financial Statements
(3) Acquisition
On March 10, 2004, the Company acquired all of the shares of ATP Automotive, Inc. (ATP), a subsidiary of Applied Tech LLC. ATP and its operating subsidiaries Michigan Rubber Products (MRP) and WEK Industries (WEK) are a manufacturer of molded rubber and plastic products for the automotive industry with manufacturing facilities in Michigan (MRP) and Ohio (WEK). The acquired businesses had 2003 annual sales of approximately $60 million. The total purchase price was approximately $61 million, which includes the assumption of ATP debt outstanding as of the acquisition date. The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals, other studies and additional information become available. The assets acquired and liabilities assumed were recorded at estimated fair market values. The preliminary allocation of the purchase price and the estimated goodwill are as follows:
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(In thousands) |
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Assets acquired: |
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Accounts receivable |
$9,996 |
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Inventory |
3,618 |
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Property, plant & equipment |
15,181 |
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Other |
2,712 |
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31,507 |
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Liabilities assumed: |
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Long-term debt |
(26,045 |
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Other |
(10,724 |
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(36,769 |
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Goodwill |
40,027 |
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Less cash acquired |
153 |
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Net Cash Paid |
$34,918 |
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The results of ATP's operations are included in the Company's consolidated results of operations from the date of acquisition and are reported within the Company's manufacturing segment. The following unaudited proforma information presents a summary of consolidated results of operations for the Company and ATP as if the acquisition had occurred January 1, 2003.
-8-
Part I - Financial Information
Myers Industries, Inc.
Notes to Financial Statements
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Three Months Ended |
Six Months Ended |
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June 30, |
June 30, |
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(In thousands, except per share) |
2004 |
2003 |
2004 |
2003 |
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Net Sales |
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Net Income |
6,103 |
4,701 |
15,362 |
12,682 |
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