SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | ||
| [ X ] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the quarterly period ended June 30, 2002
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 I-8524
MYERS INDUSTRIES, INC.
| OHIO | #34-0778636 | |
|
|
||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 1293 SOUTH MAIN STREET, AKRON, OHIO | 44301 | |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (330) 253-5592
Indicate 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ]. No [ ].
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes _____. No ______.
As of July 31, 2002, the number of shares outstanding of the issuers Common Stock was:
-1-
PART 1 FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
AS OF JUNE 30, 2002 AND DECEMBER 31, 2001
| June 30, | December 31, | ||||||||||
| ASSETS | 2002 | 2001 | |||||||||
CURRENT ASSETS |
|||||||||||
Cash and temporary cash investments |
$ | 11,767,751 | $ | 7,074,964 | |||||||
Accounts receivable-less allowances
of $4,020,000 and $4,417,000,
respectively |
108,613,465 | 104,602,982 | |||||||||
Inventories |
|||||||||||
Finished and in-process products |
61,894,685 | 66,239,288 | |||||||||
Raw materials and supplies |
15,282,729 | 15,109,952 | |||||||||
| 77,177,414 | 81,349,240 | ||||||||||
Prepaid expenses |
2,847,543 | 3,591,411 | |||||||||
Total Current Assets |
200,406,173 | 196,618,597 | |||||||||
OTHER ASSETS |
|||||||||||
Goodwill |
199,405,798 | 187,960,222 | |||||||||
Patents and other intangible assets |
2,300,381 | 2,834,582 | |||||||||
Other |
3,374,632 | 4,017,156 | |||||||||
| 205,080,811 | 194,811,960 | ||||||||||
PROPERTY, PLANT & EQUIPMENT, AT COST |
|||||||||||
Land |
7,634,242 | 7,311,493 | |||||||||
Buildings and leasehold improvements |
75,476,186 | 73,983,923 | |||||||||
Machinery and equipment |
298,916,721 | 282,140,259 | |||||||||
| 382,027,149 | 363,435,675 | ||||||||||
Less allowances for depreciation and
amortization |
192,943,291 | 172,699,854 | |||||||||
| 189,083,858 | 190,735,821 | ||||||||||
| $ | 594,570,842 | $ | 582,166,378 | ||||||||
-2-
PART I FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
AS OF JUNE 30, 2002 AND DECEMBER 31, 2001
| June 30, | December 31, | |||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | 2002 | 2001 | ||||||||
CURRENT LIABILITIES |
||||||||||
Accounts payable |
$ | 44,689,814 | $ | 44,818,664 | ||||||
Accrued expenses |
||||||||||
Employee compensation |
24,044,506 | 25,501,181 | ||||||||
Taxes, other than income taxes |
3,681,142 | 2,632,663 | ||||||||
Accrued Interest |
1,144,312 | 1,207,733 | ||||||||
Other |
14,070,126 | 12,971,309 | ||||||||
Current portion of long-term debt |
17,925,000 | 17,767,688 | ||||||||
TOTAL CURRENT LIABILITIES |
105,554,900 | 104,899,238 | ||||||||
LONG-TERM DEBT, less current portion |
229,769,835 | 247,145,234 | ||||||||
DEFERRED INCOME TAXES |
13,890,410 | 12,595,697 | ||||||||
SHAREHOLDERS EQUITY |
||||||||||
Serial Preferred Shares
(authorized 1,000,000) |
0 | 0 | ||||||||
Common Shares, without par value
(authorized 60,000,000 shares;
outstanding 24,000,475 and
23,847,694, respectively) |
14,597,552 | 14,503,828 | ||||||||
Additional paid-in capital |
219,084,598 | 217,594,648 | ||||||||
Accumulated other comprehensive
income |
(22,142,068 | ) | (34,411,755 | ) | ||||||
Retained income |
33,815,615 | 19,839,488 | ||||||||
| 245,355,697 | 217,526,209 | |||||||||
| $ | 594,570,842 | $ | 582,166,378 | |||||||
-3-
PART I FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
CONDENSED STATEMENT OF CONSOLIDATED INCOME
| FOR THE THREE MONTHS ENDED | FOR THE SIX MONTHS ENDED | ||||||||||||||||
| June 30, | June 30, | June 30, | June 30, | ||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
Net sales |
$ | 153,095,622 | $ | 152,737,962 | $ | 302,034,259 | $ | 317,997,865 | |||||||||
Costs and expenses |
|||||||||||||||||
Cost of sales |
101,364,468 | 102,446,520 | 195,804,741 | 208,815,783 | |||||||||||||
Operating expenses |
37,529,565 | 39,533,492 | 72,117,910 | 79,140,319 | |||||||||||||
Interest, net |
2,975,147 | 4,998,586 | 6,017,843 | 10,586,693 | |||||||||||||
Total costs & expenses |
141,869,180 | 146,978,598 | 273,940,494 | 298,542,795 | |||||||||||||
Income before
income taxes |
11,226,442 | 5,759,364 | 28,093,765 | 19,455,070 | |||||||||||||
Income taxes |
4,425,000 | 2,578,000 | 11,246,000 | 8,287,000 | |||||||||||||
Net income |
$ | 6,801,442 | $ | 3,181,364 | $ | 16,847,765 | $ | 11,168,070 | |||||||||
Net income per
Common Share |
$ | .28 | $ | .13 | $ | .70 | $ | .47 | |||||||||
Dividends per
Common Share |
$ | .06 | $ | .055 | $ | .12 | $ | .11 | |||||||||
Weighted average
number of Common
Shares outstanding |
23,956,087 | 23,786,405 | 23,913,302 | 23,774,960 | |||||||||||||
-4-
PART I FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
| June 30, | June 30, | |||||||||||
| 2002 | 2001 | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
Net income |
$ | 16,847,765 | $ | 11,168,070 | ||||||||
Items not affecting use of cash |
||||||||||||
Depreciation |
16,945,906 | 17,051,268 | ||||||||||
Amortization of goodwill |
0 | 4,614,310 | ||||||||||
Amortization of other intangible assets |
523,958 | 482,443 | ||||||||||
Deferred taxes |
1,208,696 | 0 | ||||||||||
Cash flow provided by (used for) working capital |
||||||||||||
Accounts receivable |
1,137,197 | 14,782,412 | ||||||||||
Inventories |
6,239,747 | 5,070,658 | ||||||||||
Prepaid expenses |
795,113 | 495,957 | ||||||||||
Accounts payable and accrued expenses |
(3,446,061 | ) | (15,778,472 | ) | ||||||||
Net cash provided by operating activities |
40,252,321 | 37,886,646 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
Acquisition of business, net of cash acquired |
(2,819,901 | ) | (7,480,000 | ) | ||||||||
Additions to property, plant and
equipment, net |
(12,004,089 | ) | (16,126,697 | ) | ||||||||
Other |
1,151,402 | (650,474 | ) | |||||||||
Net cash used for investing activities |
(13,672,588 | ) | (24,257,171 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
Long-term debt repayment |
(6,000,000 | ) | (6,000,000 | ) | ||||||||
Net borrowing (repayment) of credit facility |
(14,598,982 | ) | (3,183,227 | ) | ||||||||
Cash dividends paid |
(2,871,638 | ) | (2,594,880 | ) | ||||||||
Proceeds from issuance of common stock |
1,583,674 | 670,643 | ||||||||||
Net cash used for financing activities |
(21,886,946 | ) | (11,107,464 | ) | ||||||||
INCREASE IN CASH AND TEMPORARY |
||||||||||||
CASH INVESTMENTS |
4,692,787 | 2,522,011 | ||||||||||
CASH AND TEMPORARY CASH INVESTMENTS |
||||||||||||
JANUARY 1 |
7,074,964 | 2,177,983 | ||||||||||
CASH AND TEMPORARY CASH INVESTMENTS |
||||||||||||
JUNE 30 |
$ | 11,767,751 | $ | 4,699,994 | ||||||||
-5-
PART I FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
STATEMENT OF SHAREHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2002
| Accumulative | ||||||||||||||||||||
| Additional | Other | |||||||||||||||||||
| Comprehensive | Common | Paid-In | Comprehensive | Retained | ||||||||||||||||
| Income | Stock | Capital | Income | Income | ||||||||||||||||
December 31, 2001 |
$ | 14,503,828 | $ | 217,594,648 | ($34,411,755 | ) | $ | 19,839,488 | ||||||||||||
Net Income |
$ | 16,847,765 | 16,847,765 | |||||||||||||||||
Foreign Currency
Translation |
||||||||||||||||||||
Adjustment |
12,269,687 | 12,269,687 | ||||||||||||||||||
Comprehensive
Income |
$ | 29,117,452 | ||||||||||||||||||
Common Stock
Issued |
93,724 | 1,489,950 | ||||||||||||||||||
Dividends |
(2,871,638 | ) | ||||||||||||||||||
June 30, 2002 |
$ | 14,597,552 | $ | 219,084,598 | ($22,142,068 | ) | $ | 33,815,615 | ||||||||||||
-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 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 Companys 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, 2002, and the results of operations and cash flows for the six months ended June 30, 2002 and 2001. Certain amounts in the fiscal 2001 financial statements have been reclassified in order to conform with the fiscal year 2002 presentation.
(2) Supplemental Disclosure of Cash Flow Information
The Company made cash payments for interest expense of $2,698,000 and $4,737,000 for the three months ended June 30, 2002 and 2001, respectively. Cash payments for interest totaled $5,423,000 and $10,661,000 for the six months ended June 30, 2002 and 2001. Cash payments for income taxes totaled $6,683,000 and $8,005,000 for the three months ended June 30, 2002 and 2001. Cash payments for income taxes were $7,736,000 and $8,627,000 for the six months ended June 30, 2002, and 2001.
(3) Goodwill and Intangible Assets
Effective January 1, 2002, the Company adopted the provisions of SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that all business combinations be accounted for by the purchase method and that certain acquired intangible assets be recognized as assets apart from goodwill. No reclassification of intangible assets apart from goodwill was necessary as a result of the Company adopting the new standard.
Under the provisions of SFAS No. 142, the Company was required to perform a transitional goodwill impairment test within six months of adopting the new standard and to test for impairment on a least an annual basis thereafter. For purposes of transitional impairment testing, the Company determined the fair value of its reporting units using discounted cash flow models and relative market multiples for comparable businesses. The Company compared the fair value of each of its reporting units to their respective carrying values, including related goodwill, which resulted in no impairment loss being recognized.
-7-
PART I FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(3) Goodwill and Intangible Assets (Cont)
In accordance with SFAS No. 142, the Company discontinued the amortization of goodwill effective January 1, 2002. Had goodwill amortization not been recorded in the quarter and six months ended June 30, 2001, income before taxes would have increased approximately $2.3 million and $4.6 million, respectively and net income per share by $.075 and $.15. For the full year 2001, goodwill amortization reduced income before taxes by approximately $9.2 million and net income per share by $.30.
(4) Segment Information
The Companys business units have separate management teams and offer different products and services. Using the criteria of FASB No. 131, these business units have been aggregated into two reportable segments; Distribution of after-market repair products and services and Manufacturing of polymer products. The aggregation of business units is based on management by the chief operating decision maker for the segment as well as similarities of production processes, distribution methods and economic characteristics (e.g. average of gross margin and the impact of economic conditions on long-term financial performance).
The Companys distribution segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive underbody repair. The distribution segment operates domestically through 42 branches located in major cities throughout the United States and in foreign countries through export and businesses in which the Company holds an equity interest.
The Companys manufacturing segment designs, manufactures and markets a variety of polymer based plastic and rubber products. These products are manufactured primarily through the molding process in facilities throughout the United States and Europe.
Sales to external customers for manufactured plastic products were $100.9 million for the quarter and $207.8 million for the six months ended June 30, 2002, while sales of rubber products were $13.0 million and $23.2 million for the quarter and year-to-date periods, respectively. In the prior year, sales of plastic products to external customers were $99.7 million for the quarter and $222.1 million for the six months ended June 30, 2001 while sales of rubber products were $13.1 million for the quarter and $24.4 million for the quarter and year-to-date periods, respectively.
Operating income for each segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing segment operating income, general corporate overhead expenses and interest expenses are not included.
-8-
PART I FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(4) Segment information (Cont)
| Three Months Ended | Six Months Ended | |||||||||||||||||
| (In Thousands) | June 30, | June 30, | ||||||||||||||||
| Net Sales | 2002 | 2001 | 2002 | 2001 | ||||||||||||||
Distribution of aftermarket repair
products and services |
$ | 39,220 | $ | 39,987 | $ | 71,031 | $ | 71,557 | ||||||||||
Manufacturing of polymer products |
117,699 | 116,089 | 238,066 | 252,799 | ||||||||||||||
Intra-segment elimination |
(3,823 | ) | (3,338 | ) | (7,063 | ) | (6,358 | ) | ||||||||||
| $ | 153,096 | $ | 152,738 | $ | 302,034 | $ | 317,998 | |||||||||||
Income Before Income Taxes |
||||||||||||||||||
Distribution of aftermarket repair
products and services |
$ | 3,881 | $ | 3,902 | $ | 6,759 | $ | 6,362 | ||||||||||
Manufacturing of polymer products |
12,999 | 9,644 | ||||||||||||||||