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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, 2004

 

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, 2004, the number of shares outstanding of the issuer's Common Stock was 30,304,826.

 

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 3. Quantitative and Qualitative Disclosure About Market Risk

 

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 5. Other Information

 

Item 6. Exhibits and Reports on Form 8-K

Signature

 

 

-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

June 30,

December 31,

Assets

2004

2003

Current Assets

    Cash

$15,163,707

$5,666,997

    Accounts receivable-less allowances
         of $5,253,000 and $4,245,000,
         respectively

   



130,144,933

     



114,038,680

 

    Inventories

        Finished and in-process products

65,055,300

61,240,225

        Raw materials and supplies

25,277,115

22,613,029

90,332,415

83,853,254

    Prepaid expenses

5,216,618

4,374,210

 Total Current Assets

240,857,673

207,933,141

Other Assets

     Goodwill

261,218,532

224,298,302

     Patents and other intangible assets

1,884,160

2,321,584

     Other

4,879,717

3,229,351

267,982,409

229,849,237

Property, Plant and Equipment, at Cost

     Land

8,551,474

8,461,003

     Buildings and leasehold improvements

85,736,822

80,588,395

     Machinery and equipment

368,867,091

352,995,191

463,155,387

442,044,589

     Less allowances for depreciation and
         amortization

   


272,996,728

     


258,200,161

 

190,158,659

183,844,428

$698,998,741

$621,626,806

 

 

-2-

Part I - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of June 30, 2004 and December 31, 2003

June 30,

December 31,

Liabilities and Shareholders' Equity

2004

2003

Current Liabilities

    Accounts payable

   

$54,000,997

     

$39,731,250

 

    Accrued expenses

        Employee compensation

29,767,129

30,975,836

        Taxes, other than income taxes

3,825,056

2,874,171

        Accrued interest

660,329

608,575

        Other

14,197,143

15,533,529

    Current portion of long-term debt

2,709,454

4,452,137

 Total Current Liabilities

105,160,108

94,175,498

Long-term Debt, less current portion

266,607,183

211,002,691

Deferred Income Taxes

25,354,614

21,924,269

Shareholders' Equity

    Serial Preferred Shares
        (authorized 1,000,000)

   


0

     


0

 

    Common Shares, without par value
        (authorized 60,000,000 shares;
        outstanding 30,304,826 and
        30,183,256 shares, respectively)

   




18,443,399

     




18,369,240

 

    Additional paid-in capital

217,973,808

217,019,810

    Accumulated other comprehensive
        income

   


5,325,473

     


10,934,860

 

    Retained income

60,134,156

48,200,438

301,876,836

294,524,348

$698,998,741

$621,626,806

 

 

-3-

Part I - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Income

Three Months Ended

Six Months Ended

June 30,

June 30,

2004

2003

2004

2003


Net sales


$196,754,858


$168,964,147


$382,273,385


$332,184,401

Cost and expenses

    Cost of sales

138,158,853

119,240,566

262,619,428

228,617,550

    Operating expenses

45,844,514

41,930,011

89,750,649

81,867,732

    Interest expense, net

3,032,366

2,661,312

6,176,012

5,164,024

Total costs & expenses

187,035,733

163,831,889

358,546,089

315,649,306

Income before income taxes

9,719,125

5,132,258

23,727,296

16,535,095

Income taxes

3,616,000

1,856,000

8,768,000

6,067,000

Net income

$6,103,125

$3,276,258

$14,959,296

$10,468,095

Net income per Common Share

$.20

$.11

$.49

$.35

Dividends per Common Share

$.05

$.05

$.10

$.10

Weighted average number of
     Common Shares outstanding


30,266,300


30,104,277


30,238,574


30,094,844


 

-4-

Part I - Financial Information

Myers Industries, Inc.
Statement of Consolidated Cash Flows
For the Six Months Ended June 30, 2004 and 2003

   

June 30,

     

June 30,

   
   

2004

     

2003

   

Cash Flows From Operating Activities

               

    Net income

 

$14,959,296

     

$10,468,095

   

    Items not affecting use of cash

               

        Depreciation

 

18,312,955

     

18,143,323

   

        Amortization of other intangible assets

 

1,114,431

     

608,125

   

        Deferred taxes

 

2,077,035

     

1,561,904

   

    Cash flow provided by (used for) working capital

               

        Accounts receivable

 

(7,652,242

)

   

(1,588,140

)

 

        Inventories

 

(3,578,207

)

   

3,772,008

   

        Prepaid expenses

 

147,135

     

(676,188

)

 

        Accounts payable and accrued expenses

 

4,881,013

     

(15,713,473

)

 

                 

    Net cash provided by operating activities

 

30,261,416

     

16,575,654

   
                 

Cash Flows From Investing Activities

               

    Acquisition of business, net of cash acquired

(34,918,395

)

0

    Additions to property, plant and
        equipment, net


(10,813,378


)


(8,501,127


)

    Other

278,867

(585,208

)

                 

    Net cash used for investing activities

 

(45,452,906

)

   

(9,086,335

)

 
                 

Cash Flows From Financing Activities

               

    Long-term debt repayment

 

0

     

(8,000,000

)

 

    Net borrowing (repayment) of credit facility

 

28,224,857

     

6,302,241

   

Deferred financing costs

 

(1,539,235

)

   

0

   

    Cash dividends paid

 

(3,025,578

)

   

(3,009,859

)

 

    Proceeds from issuance of common stock

 

1,028,156

     

352,882

   

                 

    Net cash provided by (used for) financing activities

 

24,688,200

     

(4,354,736

)

 

                 

Increase in Cash

9,496,710

3,134,583

                 

Cash at January 1

 

5,666,997

     

1,702,334

   

                 

Cash at June 30

 

$15,163,707

     

$4,836,917

   

 

 

-5-

Part I - Financial Information

Myers Industries, Inc.
Statement of Shareholders' Equity
For the Six Months Ended June 30, 2004

 



Comprehensive
Income



Common
Stock


Additional
Paid-In
Capital

Accumulative
Other
Comprehensive
Income

 



Retained
Income

 

December 31, 2003

$18,369,240

$217,019,810

$10,934,860

 

$48,200,438

 
               

Net income

$14,959,296

       

14,959,296

 
               
               

Foreign currency
    translation
       adjustment



(5,609,387)




(5,609,387)

               

Comprehensive
     income


$20,568,683

               

Common Stock
     issued

74,159

953,998

             

 

 

Dividends

         

(3,025,578

)

June 30, 2004

 

$18,443,399

$217,973,808

$5,325,473

 

$60,134,156

 

-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:

(In thousands)

Assets acquired:

    Accounts receivable

$9,996

    Inventory

3,618

    Property, plant & equipment

15,181

    Other

2,712

31,507

Liabilities assumed:

    Long-term debt

(26,045

)

    Other

(10,724

)

(36,769

)

Goodwill

40,027

Less cash acquired

153

Net Cash Paid

$34,918


     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

Three Months Ended

Six Months Ended

June 30,

June 30,

(In thousands, except per share)

2004

2003

2004

2003

Net Sales


    Sales


$196,755


$184,388


$394,565


$362,612

    Net Income

6,103

4,701

15,362

12,682