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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 March 31, 2005.

 

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)

    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 March 31, 2005, the number of shares outstanding of the issuer's Common Stock was 34,682,266.

 

 

 

-1-

Part I - Financial Information


   Item 1.  Financial Statements

Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of March 31, 2005 and December 31, 2004

March 31,

December 31,

Assets

2005

2004

Current Assets

    Cash

$17,516,017

$8,018,623

    Accounts receivable-less allowances
         of $4,900,000 and $5,740,000,
         respectively

   



159,335,054



   



151,068,463

 

    Inventories

        Finished and in-process products

78,901,298

82,022,726

        Raw materials and supplies

37,278,617

38,339,728

116,179,915

120,362,454

    Prepaid expenses

5,337,455

4,622,637

 Total Current Assets

298,368,441

284,072,177

Other Assets

     Goodwill

274,343,628

279,576,020

     Patents and other intangible assets

6,290,358

6,576,433

     Other

5,733,312

4,889,142

286,367,298

291,041,595

Property, Plant and Equipment, at Cost

     Land

8,991,324

9,190,588

     Buildings and leasehold improvements

90,182,769

90,675,147

     Machinery and equipment

407,897,040

409,188,994

507,071,133

509,054,729

     Less allowances for depreciation and
         amortization

   


303,909,062

     


298,565,939

 

203,162,071

210,488,790

$787,897,810

$785,602,562

 

-2-

Part I - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of March 31, 2005 and December 31, 2004

March 31,

December 31,

Liabilities and Shareholders' Equity

2005

2004

Current Liabilities

    Accounts payable

   

$72,519,592

     

$72,858,791

 

    Accrued expenses

        Employee compensation

30,348,313

34,126,487

        Taxes, other than income taxes

3,341,215

2,640,474

        Accrued interest

2,844,496

1,113,128

        Other

26,932,210

23,405,957

    Current portion of long-term debt

3,281,025

   2,107,090

 Total Current Liabilities

139,266,851

136,251,927

Long-term Debt, less current portion

276,169,790

275,252,278

Deferred Income Taxes

28,963,089

28,094,321

Shareholders' Equity


    Serial Preferred Shares
        (authorized 1,000,000)

   


0

     


0

 

    Common Shares, without par value
        (authorized 60,000,000 shares;
        outstanding 34,682,266 and
        33,237,579 shares, respectively)




 

 

 

21,113,114



   




21,090,960

 

    Additional paid-in capital

266,552,521

266,257,630

    Accumulated other comprehensive
        income

   

17,230,411

     


26,089,410

 

    Retained income

38,602,034

  32,566,036

343,498,080

346,004,036

$787,897,810

$785,602,562

 

-3-

Part I - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Income
For the Three Months Ended March 31, 2005 and 2004

     

March 31,

     

March 31,

   
     

2005

     

2004

   

                   

Net sales

   

$236,225,160

     

$185,518,527

   
                   

Costs of sales

   

172,398,322

     

124,460,575

   

                   

Gross profit

   

63,826,838

     

61,057,952

 

 

Operating expenses

   

47,894,958

     

43,906,135

   

Operating income

   


15,931,880

     


17,151,817


 

Interest expense

   

3,835,566

     

3,143,646

   

                   

Income before income taxes

   

12,096,314

     

14,008,171

   
                   

Income taxes

   

4,327,000

     

5,152,000

   

                   

Net income

   

$7,769,314

     

$8,856,171

   

                   
                   

Net income per Common Share

   

$0.22

     

$0.27

   

Dividends per Common Share

   

$0.05

     

$0.05

   
                   

Weighted average number of

                 

   Common Shares outstanding

   

34,663,166

     

33,225,721

   

 

-4-

Part I - Financial Information

Myers Industries, Inc.
Statement of Consolidated Cash Flows
For the Three Months Ended March 31, 2005 and 2004

   

March 31,

     

March 31,

   
   

2005

     

2004

   

CASH FLOWS FROM OPERATING ACTIVITIES

               

    Net income

 

$7,769,314

     

$8,856,171

   

    Items not affecting use of cash

               

        Depreciation

 

9,350,954

     

9,095,825

   

        Amortization of other intangible assets

 

369,719

     

723,603

   

        Deferred taxes

 

896,257

     

1,521,775

   

    Cash flow provided by (used for) working capital

               

        Accounts receivable

 

(10,552,992

)

   

(11,266,025

)

 

        Inventories

 

3,000,567

     

(189,899

)

 

        Prepaid expenses

 

(773,802

)

   

(1,527,873

)

 

        Accounts payable and accrued expenses

 

3,742,574

     

6,841,126

   

                 

    Net cash provided by operating activities

 

13,802,591

     

14,054,703

   
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

    Acquisition of business, net
        of cash acquired


0


(33,814,682


)

    Additions to property, plant and
        equipment, net


(3,759,120


)


(5,374,979


)

    Other

(954,959

)

723,661

                 

    Net cash used for investing activities

 

(4,714,079

)

   

(38,466,000

)

 
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

    Net borrowing (repayment) of credit facility

 

2,326,334

     

31,005,440

   

    Deferred financing costs

 

0

     

(1,536,846

)

 

    Cash dividends paid

 

(1,733,316

)

   

(1,510,689

)

 

    Proceeds from issuance of common stock

 

317,045

     

252,425

   

                 

    Net cash provided by financing activities

 

910,063

     

28,210,330

   
                 

EFFECT OF EXCHANGE RATE
    CHANGES ON CASH


(501,181


)


(23,616


)

                 

INCREASE IN CASH

9,497,394

3,775,417

                 

CASH AT JANUARY 1

 

8,018,623

     

5,666,997

   

                 

CASH AT MARCH 31

 

$17,516,017

     

$9,442,414

   

 

 

-5-

Part I - Financial Information

Myers Industries, Inc.
Statement of Shareholders' Equity
For the Three Months Ended March 31, 2005

 



Comprehensive
Income

 



Common
Stock


Additional
Paid-In
Capital

Accumulative
Other
Comprehensive
Income

 



Retained
Income

 

December 31, 2004

   

$21,090,960

$266,257,630

$26,089,410

 

$32,566,036

 
                 

Net income

$7,769,314

         

$7,769,314

 
                 
                 

Foreign currency
   translation
      adjustment



(8,858,999



)



(8,858,999



)

                 

Comprehensive
    loss


$(1,089,685


)

                 

Common Stock
    issued


22,154


294,891

               

 

Dividends

           

(1,733,316

)

March 31, 2005

   

$21,113,114

$266,552,521

$17,230,411

 

$38,602,034

 

                 

 

     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
March 31, 2005, and the results of operations and cash flows for the three months ended March 31, 2005 and 2004.

     Contingencies

         On July 15, 2004, the Company announced that it had reported to the U.S. Department of Justice and the Securities and Exchange Commission certain international business practices that were 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 foreign subsidiaries to prohibited customers in certain prohibited international jurisdictions. These business practices were discontinued and an investigation, which has been substantially completed, was conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. The results of the investigation have been provided to the DOJ and the SEC. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its empl oyees. We will seek to settle any enforcement issues arising from these matters, however, at this time we cannot reasonably estimate its potential liability and, therefore, as of March 31, 2005, and the date of this filing, the Company has not recorded any provision for any resulting settlements or potential fines or penalties. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question have 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.

     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 total purchase price was approximately $61 million, which includes the assumption of ATP debt outstanding as of the acquisition date. ATP compliments our existing product offering in our plastic and rubber original equipment and replacements parts market. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their fair values as determined by appraisals, other studies and additional information as shown in the table below.

         On July 7, 2004, the Company acquired the operations and assets of Productivity California, Inc. (Pro Cal), a leading manufacturer of plastic nursery containers and specialty printed containers for professional growers based in South Gate, California. The total acquisition cost was approximately $18.5 million including approximately $3.8 million in cash and 1,054,900 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 Pro Cal 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 March 31, 2005 no additional shares have been issued. In connection with the acquisition the Company also assumed approximately $10 million of Pro Cal debt. Pro Cal is a natural expansion to the Company' s plastic horticultural product offering. 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.

         On September 24, 2004, the Company acquired certain assets of Premium Molding Inc. d/b/a Diakon Molding (Diakon), a manufacturer of plastic refuse collection containers and other blow molded products located in Reidsville, North Carolina. Diakon enables Myers to better serve certain customers in the Southeastern United States. The assets acquired including cash, accounts receivable, inventory, machinery and equipment and intangibles such as customer lists, license and intellectual property were purchased for $4.4 million. In addition, the Company assumed certain liabilities of Diakon including trade payables and certain accrued liabilities related to the business operations.

     The allocations of purchase price for ATP and Diakon, and the preliminary allocation for Pro Cal are as follows:

(In thousands)

ATP

Pro Cal

Diakon

Assets acquired:

    Cash

$153

$1,549

$166

    Accounts receivable

9,996

3,375

1,397

    Inventory

3,878

4,535

1,037

    Property, plant and equipment

17,179

14,889

2,954

    Other

2,101

215

6

33,307

24,563

5,560

Liabilities assumed:

    Debt

(26,045

)

(9,519

)

-0-

    Accounts payable and accruals

(8,644

)

(4,820

)

(2,127

)

    Deferred taxes

(4,041

)

(2,862

)

-0-

(38,730

)

(17,201

)

(2,127

)

Intangible-customer relationships

5,867

-0-

-0-

Goodwill

34,726

11,102

919

Total consideration in cash and stock

$35,170

$18,464

$4,352