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 September 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 September 30, 2004, the number of shares outstanding of the issuer's Common Stock was 34,448,226.
-1-
Part I - Financial Information
Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of September 30, 2004 and December 31, 2003
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September 30, |
December 31, |
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Assets |
2004 |
2003 |
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Current Assets |
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Cash |
$10,920,768 |
$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 |
69,499,085 |
61,240,225 |
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Raw materials and supplies |
26,992,412 |
22,613,029 |
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96,491,497 |
83,853,254 |
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Prepaid expenses |
3,677,676 |
4,374,210 |
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Total Current Assets |
252,268,461 |
207,933,141 |
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Other Assets |
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Goodwill |
268,747,887 |
224,298,302 |
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Patents and other intangible assets |
1,652,186 |
2,321,584 |
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Other |
6,033,671 |
3,229,351 |
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276,433,744 |
229,849,237 |
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Property, Plant and Equipment, at Cost |
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Land |
8,580,621 |
8,461,003 |
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Buildings and leasehold improvements |
85,593,197 |
80,588,395 |
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Machinery and equipment |
393,712,060 |
352,995,191 |
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487,885,878 |
442,044,589 |
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Less allowances for depreciation and |
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204,492,266 |
183,844,428 |
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$733,194,471 |
$621,626,806 |
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-2-
Part I - Financial Information
Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of September 30, 2004 and December 31, 2003
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September 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 |
$50,179,389 |
$39,731,250 |
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Accrued expenses |
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Employee compensation |
31,857,168 |
30,975,836 |
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Taxes, other than income taxes |
3,207,384 |
2,874,171 |
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Accrued interest |
1,937,113 |
608,575 |
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Other |
14,626,267 |
15,533,529 |
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Current portion of long-term debt |
1,450,414 |
4,452,137 |
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Total Current Liabilities |
103,257,735 |
94,175,498 |
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Long-term Debt, less current portion |
282,626,625 |
211,002,691 |
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Deferred Income Taxes |
26,026,247 |
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 |
264,173,783 |
217,019,810 |
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Accumulated other comprehensive |
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Retained income |
27,368,380 |
48,200,438 |
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321,283,864 |
294,524,348 |
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$733,194,471 |
$621,626,806 |
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-3-
Part I - Financial Information
Myers Industries, Inc.
Condensed Statements of Consolidated Income
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For The Three Months Ended |
For The Nine Months Ended |
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September 30, |
September 30, |
September 30, |
September 30, |
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2004 |
2003 |
2004 |
2003 |
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Net sales |
$199,381,132 |
$152,400,083 |
$581,654,516 |
$484,584,484 |
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Cost of sales |
145,285,967 |
108,240,101 |
407,905,394 |
336,857,651 |
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Gross profit |
54,095,165 |
44,159,982 |
173,749,122 |
147,726,833 |
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Operating expenses |
46,344,995 |
39,972,077 |
136,095,643 |
121,839,810 |
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Operating income |
7,750,170 |
4,187,905 |
37,653,479 |
25,887,023 |
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Gain on sale of warehouse |
1,524,598 |
0 |
1,524,598 |
0 |
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Interest expense, net |
3,397,660 |
2,385,930 |
9,573,672 |
7,549,953 |
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Income before income taxes |
5,877,108 |
1,801,975 |
29,604,405 |
18,337,070 |
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Income taxes |
2,057,000 |
295,000 |
10,825,000 |
6,362,000 |
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Net income per Common Share* |
$0.11 |
$0.05 |
$0.56 |
$0.36 |
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Dividends per Common Share* |
$0.05 |
$0.05 |
$0.15 |
$0.14 |
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Weighted average number of |
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*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
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September 30, |
September 30, |
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2004 |
2003 |
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Cash Flows From Operating Activities |
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Net income |
$18,779,405 |
$11,975,070 |
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Items not affecting use of cash |
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Depreciation |
28,172,576 |
27,482,195 |
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Amortization of intangible assets |
1,445,620 |
1,509,115 |
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Deferred taxes |
2,654,537 |
2,188,985 |
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Cash flow provided by (used for) working capital |
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Accounts receivable |
(12,656,956 |
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2,367,730 |
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Inventories |
(3,435,212 |
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5,752,430 |
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Prepaid expenses |
1,864,229 |
(887,405 |
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Accounts payable and accrued expenses |
(3,616,148 |
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(15,130,033 |
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Net cash provided by operating activities |
33,208,051 |
35,258,087 |
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Cash Flows From Investing Activities |
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Acquisition of businesses, net of cash acquired |
(39,480,746 |
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(777,122 |
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Additions to property, plant and |
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Other |
(413,400 |
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(620,775 |
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Net cash used for investing activities |
(55,832,010 |
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(14,802,213 |
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Cash Flows From Financing Activities |
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Long-term debt repayment |
0 |
(12,000,000 |
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Net borrowing under credit facility |
32,419,109 |
1,854,837 |
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Deferred financing costs |
(1,527,611 |
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(442,461 |
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Cash dividends paid |
(4,746,388 |
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(4,517,229 |
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Proceeds from issuance of common stock |
1,695,509 |
712,978 |
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Net cash provided by (used for) financing activities |
27,840,619 |
(14,391,875 |
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Effect of Exchange Rate |
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Increase in Cash |
5,253,771 |
7,085,965 |
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Cash at January 1 |
5,666,997 |
1,702,334 |
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Cash at September 30 |
$10,920,768 |
$8,788,299 |
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-5-
Part I - Financial Information
Myers Industries, Inc.
Statement of Shareholders' Equity
For the Nine Months Ended September 30, 2004
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Accumulative |
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December 31, 2003 |
$18,369,240 |
$217,019,810 |
$10,934,860 |
$48,200,438 |
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Net income |
18,779,405 |
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Foreign currency |
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Common Stock issued |
118,850 |
1,576,659 |
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Stock issued for acquisition |
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10% stock dividend |
1,907,116 |
32,952,457 |
(34,865,075 |
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Dividends |
(4,746,388 |
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September 30, 2004 |
$20,970,349 |
$264,173,783 |
$8,771,352 |
$27,368,380 |
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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 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:
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(In thousands) |
ATP |
Pro-Cal |
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Assets acquired: |
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Accounts receivable |
$9,996 |
$3,445 |
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Inventory |
3,618 |
4,535 |
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Property, plant & equipment |
15,181 |
14,889 |
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Other |
2,712 |
145 |
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31,507 |
23,014 |
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Liabilities assumed: |
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Long-term debt |
(26,045 |
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(9,519 |
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Other |
(10,724 |
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(4,820 |
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(36,769 |
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(14,339 |
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Goodwill |
40,027 |