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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, 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 September 30, 2004, the number of shares outstanding of the issuer's Common Stock was 34,448,226.

 

 

-1-

Part I - Financial Information

Item 1.  Financial Statements

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

September 30,

December 31,

Assets

2004

2003

Current Assets

    Cash

$10,920,768

$5,666,997

    Accounts receivable-less allowances
         of $5,418,000 and $4,245,000,
         respectively

   



141,178,520

     



114,038,680

 

    Inventories

        Finished and in-process products

69,499,085

61,240,225

        Raw materials and supplies

26,992,412

22,613,029

96,491,497

83,853,254

    Prepaid expenses

3,677,676

4,374,210

 Total Current Assets

252,268,461

207,933,141

Other Assets

     Goodwill

268,747,887

224,298,302

     Patents and other intangible assets

1,652,186

2,321,584

     Other

6,033,671

3,229,351

276,433,744

229,849,237

Property, Plant and Equipment, at Cost

     Land

8,580,621

8,461,003

     Buildings and leasehold improvements

85,593,197

80,588,395

     Machinery and equipment

393,712,060

352,995,191

487,885,878

442,044,589

     Less allowances for depreciation and
         amortization

   


283,393,612


   


258,200,161

 

204,492,266

183,844,428

$733,194,471

$621,626,806

 

 

-2-

Part I - Financial Information

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

September 30,

December 31,

Liabilities and Shareholders' Equity

2004

2003

Current Liabilities

    Accounts payable

   

$50,179,389

     

$39,731,250

 

    Accrued expenses

        Employee compensation

31,857,168

30,975,836

        Taxes, other than income taxes

3,207,384

2,874,171

        Accrued interest

1,937,113

608,575

        Other

14,626,267

15,533,529

    Current portion of long-term debt

1,450,414

4,452,137

 Total Current Liabilities

103,257,735

94,175,498

Long-term Debt, less current portion

282,626,625

211,002,691

Deferred Income Taxes

26,026,247

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 34,448,226 and
        33,201,582 shares, respectively)

   




20,970,349

     




18,369,240

 

    Additional paid-in capital

264,173,783

217,019,810

    Accumulated other comprehensive
        income

   


8,771,352

     


10,934,860

 

    Retained income

27,368,380

48,200,438

321,283,864

294,524,348

$733,194,471

$621,626,806

-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,

2004

2003

2004

2003

Net sales

$199,381,132

$152,400,083

$581,654,516

$484,584,484

Cost of sales

145,285,967

108,240,101

407,905,394

336,857,651

   Gross profit

54,095,165

44,159,982

173,749,122

147,726,833

Operating expenses

46,344,995

39,972,077

136,095,643

121,839,810

   Operating income

7,750,170

4,187,905

37,653,479

25,887,023

Gain on sale of warehouse

1,524,598

0

1,524,598

0

Interest expense, net

3,397,660

2,385,930

9,573,672

7,549,953

Income before income taxes

5,877,108

1,801,975

29,604,405

18,337,070

Income taxes

2,057,000

295,000

10,825,000

6,362,000


Net income


$3,820,108


$1,506,975


$18,779,405


$11,975,070

Net income per Common Share*

$0.11

$0.05

$0.56

$0.36

Dividends per Common Share*

$0.05

$0.05

$0.15

$0.14

Weighted average number of
     Common Shares outstanding*


34,143,207


33,151,623


33,607,454


33,121,573


*Adjusted for a 10 percent stock dividend paid August 2004.

-4-

Part I - Financial Information

Myers Industries, Inc.
Statements of Consolidated Cash Flows
For the Nine Months Ended September 30, 2004 and 2003

   

September 30,

     

September 30,

   
   

2004

     

2003

   

Cash Flows From Operating Activities

               

    Net income

 

$18,779,405

     

$11,975,070

   

    Items not affecting use of cash

               

        Depreciation

 

28,172,576

     

27,482,195

   

        Amortization of intangible assets

 

1,445,620

     

1,509,115

   

        Deferred taxes

 

2,654,537

     

2,188,985

   

    Cash flow provided by (used for) working capital

               

        Accounts receivable

 

(12,656,956

)

   

2,367,730

   

        Inventories

 

(3,435,212

)

   

5,752,430

   

        Prepaid expenses

 

1,864,229

     

(887,405

)

 

        Accounts payable and accrued expenses

 

(3,616,148

)

   

(15,130,033

)

 

                 

    Net cash provided by operating activities

 

33,208,051

     

35,258,087

   
                 

Cash Flows From Investing Activities

               

    Acquisition of businesses, net of cash acquired

(39,480,746

)

(777,122

)

    Additions to property, plant and
        equipment, net


(15,937,864


)


(13,404,316


)

    Other

(413,400

)

(620,775

)

                 

    Net cash used for investing activities

 

(55,832,010

)

   

(14,802,213

)

 
                 

Cash Flows From Financing Activities

               

    Long-term debt repayment

 

0

     

(12,000,000

)

 

    Net borrowing under credit facility

 

32,419,109

     

1,854,837

   

    Deferred financing costs

 

(1,527,611

)

   

(442,461

)

 

    Cash dividends paid

 

(4,746,388

)

   

(4,517,229

)

 

    Proceeds from issuance of common stock

 

1,695,509

     

712,978

   

                 

    Net cash provided by (used for) financing activities

 

27,840,619

     

(14,391,875

)

 

                 

Effect of Exchange Rate
    Changes on Cash


37,111


1,021,966

Increase in Cash

5,253,771

7,085,965

                 

Cash at January 1

 

5,666,997

     

1,702,334

   

                 

Cash at September 30

 

$10,920,768

     

$8,788,299

   

 

-5-

Part I - Financial Information

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

 



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

       

18,779,405

 
             

Foreign currency
   translation adjustment


(2,163,508


)

Common Stock issued

118,850

1,576,659

       
             

Stock issued for     acquisition


575,143


12,624,857

     

 

             

10% stock dividend

1,907,116

32,952,457

   

(34,865,075

)

             

Dividends

       

(4,746,388

)

             

September 30, 2004

$20,970,349

$264,173,783

$8,771,352

 

$27,368,380

 

-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 September 30, 2004, and the results of operations and cash flows for the three and nine months ended September 30, 2004 and 2003. The results of operations for the nine months ended September 30, 2004 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2004.

(2)     Contingencies

     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 and sales made by foreign subsidiaries to prohibited customers in certain prohibited 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 September 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 since the transactions in question had been properly recorded on the books and records of the Company.

(3)     Acquisitions

     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 manufacturers 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.

-7-

Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(3)     Acquisitions (con't)

     
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 1,037,143 shares of the Company's stock. In addition, for a one-year period ending July 7, 2005, the Company has 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 $12.73 per share value at issuance or if the value of shares originally issued is below $12.73 on the anniversary date. As of September 30, 2004 no additional shares have been issued and only $1.6 million of the cash portion of the purchase price had been paid. 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 liabilitie s assumed based upon their estimated fair values when appraisals and additional information become available.

     The preliminary allocation of the purchase price and the estimated goodwill are as follows:

(In thousands)

ATP

Pro-Cal

Assets acquired:

    Accounts receivable

$9,996

$3,445

    Inventory

3,618

4,535

    Property, plant & equipment

15,181

14,889

    Other

2,712

145

31,507

23,014

Liabilities assumed:

    Long-term debt

(26,045

)

(9,519

)

    Other

(10,724

)

(4,820

)

(36,769

)

(14,339

)

Goodwill

40,027