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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

Commission File Number 001-08524

MYERS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)
     
OHIO
  34-0778636
(State or other jurisdiction of   (IRS Employer Identification Number)
incorporation or organization)    
         
1293 S. Main Street, Akron, Ohio   44301   (330) 253-5592
(Address of Principal Executive Offices)   (Zip Code)   (Telephone Number)
     
Securities Registered Pursuant to   Name of Each Exchange
Section 12(b) of the Act:   on which registered:
Common Stock, Without Par Value   New York Stock Exchange
(Title of Class)    

Securities Registered Pursuant to Section 12(g) of the Act: None

      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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes [X]  No [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X]  No [ ]

      State the aggregate market value of the voting and non-voting common equity stock held by non-affiliates using the closing price of the registrant as of June 30, 2002: $362,087,599. Indicate the number of shares outstanding of registrant’s common stock as of June 30, 2002: 24,000,475 Shares of Common Stock, without par value.




TABLE OF CONTENTS

PART I
ITEM 1. Business
PART II
ITEM 5. Market for Registrant’s Common Stock and Related Stockholder Matters
ITEM 6. Selected Financial Data
Statements of Consolidated Income
Statements of Consolidated Financial Position
Statements of Consolidated Shareholders’ Equity and Comprehensive Income
Statement of Consolidated Cash Flows
Notes to Consolidated Financial Statements
EX-3(b) Amd. and Restated Code of Regulations
EX-10(g) Executive Supplemental Retirement Plan
EX-10(h) Supplemental Compensation Agreement
EX-10(i) Employment Contract
EX-10(j) Terms of Employment
EX-21 Subsidiaries
EX-23(a) Consent of Ernst & Young
EX-23(b) Consent of Arthur Andersen
EX-23(c) Consent of Auditors
EX-99 Certifications


Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of Registrant’s Notice of 2002 Annual Meeting and Proxy Statement, dated March 17, 2003, in Part III (Items 10, 11, 12 and 13)

CROSS REFERENCE SHEET

PURSUANT TO FORM 10-K GENERAL INSTRUCTION G(4)

                 
Part/Item Form 10-K Heading Reference Material



  III/10     Directors and Executive Officers of the Registrant   Proxy Statement(1)
  pages 3 through 7
 
  III/11     Executive Compensation   Proxy Statement
  pages 9 through 12
 
  III/12     Security Ownership of Certain Beneficial Owners and Management   Proxy Statement
  pages 3 through 6,
  page 11, and page 12
 
  III/13     Certain Relationships and Related Transactions   Proxy Statement
  Page 7


(1)  Registrant’s Notice of 2003 Annual Meeting of Shareholders and Proxy Statement


Table of Contents

PART I

 
ITEM 1. Business

     (a) General Development of Business

      In 2002, Myers Industries, Inc. (Company) had net sales of $608.0 million, virtually unchanged from the prior year. Despite the flat sales, net income for 2002 of $24.0 million increased 58 percent from the net income of $15.2 million reported in 2001, primarily as a result of the cessation of goodwill amortization and significantly lower interest expense.

      Net sales for the fourth quarter ended December 31, 2002, were $159.3 million, an increase of 7 percent from the $148.5 million reported in 2001. Net income was $4.0 million, an increase of 73 percent compared to $2.3 million in the prior year’s fourth quarter. Net income per share was $.13, an increase of 63 percent compared with $.08 in the fourth quarter of 2001.

      The adoption of Statement of Financial Accounting Standards No. 142, which discontinued the amortization of goodwill, affected results positively in both the fourth quarter and for the full year. Goodwill amortization in the comparable quarter and year ended December 31, 2001, reduced income before taxes by $2.3 million and $9.2 million, net income by $1.8 million and $7.1 million and earnings per share by $.06 and $.24 respectively.

      For the year, the Company had cash flow from operations totaling $65.5 million and total debt was reduced by $32.0 million. Debt to total capitalization was reduced to 48 percent at December 31, 2002 compared with 55 percent at the end of 2001. In August, the Board of Directors declared a five-for-four stock split and a $.05 cash dividend on the split shares, making 2002 the 27th consecutive year in which cash dividends were increased.

     (b) Financial Information About Industry Segments

      The response to this section of Item 1 is contained in the Industry Segments footnote of the Notes to Consolidated Financial Statements under Item 8 of this report.

     (c) Description of Business

      The Company conducts its business activities in two segments, manufacturing and distribution. For the fiscal year ended December 31, 2002, the manufacturing segment generated approximately 75% of sales, while the distribution segment contributed approximately 25% of sales.

      Our manufacturing segment designs, manufactures, and markets a variety of plastic and rubber products, ranging from plastic material handling containers and storage boxes to rubber OEM parts and tire repair materials. These products are made through a variety of molding processes in 25 facilities located throughout North America and Europe.

      Our distribution segment is engaged in the distribution of tools, equipment, and supplies used for tire and wheel service and automotive underbody repair. The distribution segment operates through 43 branches located in major cities throughout the United States and in foreign countries through export and businesses in which we hold an equity interest.

 
Our Manufacturing Segment

      In our manufacturing segment, we design, manufacture, and market more than 11,000 products from plastic and rubber. We currently operate 18 manufacturing facilities in the United States, six in Western Europe and one in Canada. Our manufactured plastic and rubber products are sold nationally and internationally by a direct sales force and through independent sales representatives.

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      Key Manufactured Product Areas
  •  Reusable Plastic Material Handling Containers
  •  Plastic Planters
  •  Plastic Storage & Organization Products
  •  Plastic Storage Tanks
  •  Plastic and Metal Material Handling Carts
  •  Rubber OEM & Replacement Parts
  •  Tire Repair & Retreading Products
  •  Custom Rubber Sheet Stock
  •  Reflective Highway Marking Products

      Product Brands
  •  Buckhorn
  •  Akro-Mils
  •  Allibert Équipement
  •  Ameri-Kart
  •  Buckhorn Rubber
  •  Dillen
  •  Listo
  •  Patch Rubber
  •  raaco

      Manufacturing Capabilities
  •  Plastic & Rubber Injection Molding
  •  Compression Molding
  •  Winding Extrusion
  •  Vacuum Forming
  •  Rotational Molding
  •  Rubber Compounding, Calendering & Extrusion
  •  Rubber-to-Metal Bonding
  •  Blow Molding
  •  Metal Forming

      Representative Markets
  •  Agriculture
  •  Automotive
  •  Chemical
  •  Construction
  •  Consumer
  •  Food Processing & Distribution
  •  General Industrial
  •  Healthcare
  •  Horticulture
  •  Marine/ Watercraft
  •  Recreational Vehicle
  •  Telecommunications
  •  Tire Repair & Retread
  •  Transportation
  •  Waste Collection
  •  Water Control

      Our largest product line is reusable plastic material handling containers. These products help customers efficiently and economically move products and reduce solid waste in closed-loop distribution systems. We are one of the leading manufacturers of these material handling products, which include collapsible bulk boxes, hand-held containers and trays, small parts bins, pallets, and a variety of other specialty items. We believe that

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we are one of the few manufacturers positioned to supply material handling product solutions to customers worldwide.

      Our material handling products are utilized for shipping and handling a wide range of industrial and commercial items, including automotive, appliance, and electronic components; food products such as meat, poultry, and produce; bulk seed and feed; health and beauty care products; apparel and textiles; and hardware. These products deliver specific cost-saving and productivity benefits to our customers. At the Saturn plant in Springhill, Tennessee, our containers and pallets are reused hundreds of times to carry fasteners and bumpers from suppliers directly to the assembly area, reducing the scrap rate and eliminating costly solid waste from cardboard boxes and wood pallets. Chicken delivered to KFC restaurants across the United States comes in the reusable container that we pioneered; the container better protects the chicken during transport and is more sanitary than cardboard boxes. Our plastic bins are used on assembly lines, at distribution centers and in retail outlets throughout the world to organize small parts and other items.

      Growers, retailers, and consumers use our plastic planters and trays to create plant and floral displays. We manufacture a broad line of indoor/outdoor decorative planters, pots, bowls, window boxes, urns, and grower containers and trays; we are also North America’s largest producer of hanging baskets. These items serve the needs of the grower at greenhouses and nurseries, as well as retail garden centers, home centers, and mass merchandisers such as Target®, Kmart®, and Wal-Mart®.

      For consumers, we adapt storage solutions for industry to home and office settings. Our popular KeepBox® containers help consumers organize everything from holiday decorations to school supplies. Storage organizers and cabinets provide efficient storage for small items and accessories in the home workshop or at the office. Hobbyists and craftsmen use our popular CraftDesign® products for efficient, portable storage of craft, sewing, and art supplies.

      Part of our product line is plastic storage tanks used for storage and transport of a wide variety of solid and liquid materials. These tanks are produced in the United States using rotational molding and in Europe with both winding extrusion and rotational molding. Our extruded tanks are primarily used for storage in industries such as chemical and water treatment and are an effective alternative to stainless steel tanks, giving customers the same performance for a lower price. For industries such as agriculture, plastics, and food, our roto-molded tanks are commonly used as intermediate bulk containers (IBCs), transporting material from one location to another or as a temporary storage vessel; these uses are often “returnable” applications, in which the tanks can be reused for multiple round trips in a closed loop distribution system.

      We manufacture plastic carts used in material handling and waste collection. Manufacturers apply our carts and dumpers for in-plant transport of products and scrap. Over 700 municipalities use the carts for residential waste collection.

      From seals for water supply lines to hood latches and air hose assemblies for trucks, our engineered, molded OEM and replacement parts meet precise specifications for the waterworks, agriculture, transportation, and civil construction industries. Specialized manufacturing expertise enables us to create a range of specific-performance custom rubber products, including rubber-to-metal bonded items used in marine and maintenance equipment, water control, and environmental applications.

      More than 50 years ago we started making tire patches. We now offer the most comprehensive line of tire repair and retreading products in the United States. To service the more than 221 million damaged tires that occur each year, we make all the materials and products customers need to perform safe and profitable tire repairs: the plug that fills a puncture, the cement that seats the plug, the tire innerliner patch, and the final sealing compound. Our products are used to repair the smallest puncture in passenger tires and the most severe tear in large, off-the-road tires.

      Our calendered rubber sheet stock is used in many applications. The telecommunications industry splices cabling with our specialty tapes. In the mining industry, our materials are used to create linings for material handling conveyor systems. Another of our custom sheet stocks is used as the base material to produce the world’s top-selling line of golf grips, “Golf Pride®”.

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      We have applied our rubber calendering and compounding expertise to create reflective marking products for the road repair and construction industry. Transportation professionals use our reflective tape striping, symbols, and legends for marking roadways, intersections, and hazardous areas. Our tape stock is easier to apply, more reflective, and longer lasting than paint. We make the tape in both temporary and permanent grades.

      The Company’s manufacturing business is dependent upon outside suppliers for raw materials, principally polyethylene, polypropylene, polystyrene and synthetic and natural rubber. We believe that the loss of any one supplier or group of suppliers would not have a materially adverse effect on our business, since in most instances identical or similar materials are readily obtainable from other suppliers.

 
Our Distribution Segment

      In our distribution segment, we are the largest distributor of tools, equipment, and supplies to tire, wheel, and undervehicle service specialists in the United States. We buy and sell nearly 10,000 different tool, equipment, and supply items ranging from computerized alignment systems and tire balancers to tire valves and small hand tools.

      Key Distribution Products
  •  Tire Valves & Accessories
  •  Tire Changing & Balancing Equipment
  •  Lifts & Alignment Equipment
  •  Service Equipment & Tools
  •  Tire Repair/ Retread Equipment & Supplies

      Product Brand
  •  Myers Tire Supply

      Capabilities
  •  International Distribution
  •  Broad Sales Coverage
  •  Personalized Service
  •  Customer Product Training
  •  National Accounts

      Representative Markets
  •  Retail Tire Dealers
  •  Truck Tire Dealers
  •  Auto Dealers
  •  Commercial Auto & Truck Fleets
  •  Tire Retreaders
  •  General Repair Facilities

      Within the continental United States, we provide widespread distribution and sales coverage from 43 branches in 31 states. Each branch operates as a profit center and is staffed by a branch manager, salespeople, office, warehouse, and delivery personnel.

      Internationally, we have five wholly owned warehouse distributors located in Canada and Central America. We also own interests in several foreign warehouse distributors. Sales personnel from our Akron, Ohio headquarters cover the Far East, Middle East, South Pacific and South American territories.

      We buy products from top suppliers to ensure quality is delivered to our customers. Each of the brand-name products we sell is associated with superior performance in its respective area. Some of these leading brands include: Chicago Pneumatic air tools; Hennessy tire changing, balancing, and alignment equipment; Corghi tire changers and balancers; Ingersoll-Rand air service equipment; John Bean Co. tire balancing and changing equipment; our own Patch Rubber brand tire patches, cements, and repair supplies; and Rotary lifts and related equipment.

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      An essential element of our success in the distribution segment is our nearly 170 sales representatives, who deliver personalized service on a local level. Customers rely on Myers’ sales representatives to introduce the latest tools and technologies and provide training in new product features and applications. Representatives also teach the proper use of diagnostic equipment, and present on-site workshops demonstrating industry approved techniques for tire repair and undercar service.

 
Competition

      Competition in the manufacturing segment is substantial and varied in form and size from manufacturers of similar products and of other products which can be readily substituted for those produced by the Company. Competition in the distribution segment is generally from local and regional businesses.

 
Employees

      As of December 31, 2002 the Company had a total of 4,293 full-time and part-time employees. Of these employees, 3,583 were engaged in the manufacturing segment, 614 were employed in the distribution segment and 96 were employed at the Company’s corporate offices. Approximately 10% of the Company’s employees are members of unions, however, in certain countries in which the Company operates union membership is not known due to confidentiality laws. The Company believes it has a good relationship with its union employees.

 
     (d)  Financial Information About Foreign and Domestic Operations and Export Sales

      The Response to this section of Item 1 is contained in the Industry Segments footnote of the Notes to Consolidated Financial Statements under Item 8 of this Report.

 
ITEM 2. Properties

      The following table sets forth by segment certain information with respect to properties owned by the Registrant:

Distribution

                         
Approximate Approximate
Floor Space Land Area
Location (Square Feet) (Acres) Use




Akron, Ohio
    129,000       8       Executive offices and warehousing  
Akron, Ohio
    60,000       5       Warehousing
Akron, Ohio
    31,000       2       Warehousing
Pomona, California
    17,700       1       Sales and distribution  
Englewood, Colorado
    9,500       1       Sales and distribution  
San Antonio, Texas
    4,500       1       Sales and distribution  
Phoenix, Arizona
    8,200       1       Sales and distribution  
Akron, Ohio
    8,000       1       Leased to non-affiliated party  
Houston, Texas
    7,900       1       Sales and distribution  
Indianapolis, Indiana
    7,800       2       Sales and distribution  
Cincinnati, Ohio
    7,500       1       Sales and distribution  
York, Pennsylvania
    7,400       3       Sales and distribution  
Atlanta, Georgia
    7,000       1       Sales and distribution  
Minneapolis, Minnesota
    5,500       1       Sales and distribution  
Charlotte, North Carolina
    5,100       1       Sales and distribution  
Syracuse, New York
    4,800       1       Sales and distribution  
Franklin Park, Illinois
    4,400       1       Sales and distribution  

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Manufacturing

                         
Approximate Approximate
Floor Space Land Area
Location (Square Feet) (Acres) Use




Gaillon, France
    500,000       23       Manufacturing and distribution  
Nykobing, Falster Denmark
    227,000       68       Manufacturing and distribution  
Springfield, Missouri
    227,000       19       Manufacturing and distribution  
Dawson Springs, Kentucky
    209,000       36       Manufacturing and distribution  
Wadsworth, Ohio
    197,000       23       Manufacturing and distribution  
Hannibal, Missouri
    196,000       10       Manufacturing and distribution  
Sparks, Nevada
    185,000       11       Manufacturing and distribution  
Bluffton, Indiana
    175,000       17       Manufacturing and distribution  
Roanoke Rapids, N. Carolina
    172,000       20       Manufacturing and distribution  
Shelbyville, Kentucky
    160,000       8       Manufacturing and distribution  
Sandusky, Ohio
    155,000       8       Manufacturing and distribution  
Bristol, Indiana
    139,000       12       Manufacturing and distribution  
Akron, Ohio
    121,000       17       Manufacturing and distribution  
Gloucester, England
    118,000       3       Manufacturing and distribution  
Dayton, Ohio
    85,000       5       Manufacturing and distribution  
Palua De Plegamans, Spain
    85,000       7       Manufacturing and distribution  
Prunay, France
    71,000       4       Manufacturing and distribution  
Goddard, Kansas
    62,000       7       Manufacturing and distribution  
Santa Perpetua De Mogoda, Spain
    61,000       3       Manufacturing and distribution  
Fostoria, Ohio
    50,000       3       Manufacturing and distribution  
Akron, Ohio
    49,000       6       Manufacturing and distribution  
Surrey, B.C., Canada
    42,000       3       Manufacturing and distribution  
Ontario, California
    40,000       2       Distribution and warehousing  
Mebane, North Carolina
    30,000       5       Manufacturing and distribution  
Maia, Portugal
    13,000       3       Sales and distribution  

      The following table sets forth by segment certain information with respect to facilities leased by the Registrant:

Manufacturing

                         
Approximate
Floor Space Expiration Date
Location (Square Feet) of Lease Use




Middlefield, Ohio
    400,000       August 31, 2018       Manufacturing and distribution  
Cassopolis, Michigan
    210,000       October 31, 2005       Manufacturing and distribution  
Droitwich, England
    73,000       December 31, 2002       Sales and distribution  
Mulheim, Germany
    54,000       December 31, 2005       Sales and distribution  
Brampton, Ontario, Canada
    43,000       December 31, 2007       Sales and distribution  
Nanterre Cedex, France
    25,000       April 30, 2008       Administration and sales  
Milford, Ohio
    22,000       August 31, 2006       Administration and sales  
Nivelles, Belgium
    14,000       March 9, 2003       Sales and distribution  
Orbassano, Italy
    3,000       October 14, 2006       Sales and distribution  

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      The Registrant also leases distribution facilities in 32 locations throughout the United States and Canada which, in the aggregate, amount to approximately 167,000 square feet of warehouse and office space. All of these locations are used by the distribution of aftermarket repair products and services segment.

      The Registrant believes that all of its properties, machinery and equipment generally are well maintained and adequate for the purposes for which they are used.

 
ITEM 3. Legal Proceedings

      There are no pending legal proceedings other than ordinary routine litigation incidental to the Registrant’s business.

 
ITEM 4. Submission of Matters to a Vote of Security Holders

      During the fourth quarter of the fiscal year ended December 31, 2002, there were no matters submitted to a vote of security holders.

Executive Officers of the Registrant

      Set forth below is certain information concerning the executive officers of the Registrant. Executive officers are elected annually by the Board of Directors and serve at the pleasure of the Board.

                         
Years as
Name Age Executive Officer Title




Stephen E. Myers
    59       30       President and Chief Executive Officer  
Milton I. Wiskind
    77       31       Senior Vice President and Secretary  
Gregory J. Stodnick
    60       23       Vice President - Finance  
Jean-Paul Lesage
    58       3       Vice President  
Kevin C. O’Neil
    47       4       General Counsel and Assistant Secretary  

      Each executive officer has been principally employed in the capacities shown or similar ones with the Registrant for over the past five years with the exception of Mr. O’Neil. Mr. O’Neil consulted as Assistant Secretary until June 2002 at which time he became a full time employee of the Company. Prior to his full time employment, he was a partner and shareholder of Brouse McDowell Co., LPA.

      Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant’s Directors, certain of its executive officers and persons who own more than ten percent of its Common Stock (“Insiders”) to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the American Stock Exchange, Inc., and to furnish the Company with copies of all such forms they file. The Company understands from the information provided to it by the Insiders that they adhered to all filing requirements applicable to the Section 16 Filers, except that Mr. Myers, due to an administrative error by his brokerage firm, failed to timely report four transactions on December 27, 30, 31, 2002 and January 2, 2003. Mr. Myers made the necessary filing for these transactions on February 19, 2003.

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PART II

 
ITEM 5. Market for Registrant’s Common Stock and Related Stockholder Matters

      The Company’s Common Stock is traded on the New York Stock Exchange (ticker symbol MYE). The approximate number of record holders at December 31, 2002 was 2,214. High and low stock prices and dividends for the last two years were:

                         
Sales Price
2002
Dividends
Quarter Ended High Low Paid




March 31
    11.64       9.20       .05  
June 30
    14.48       11.22       .05  
September 30
    14.20       10.21       .05  
December 31
    13.70       10.02       .05  
                         
Sales Price
2001
Dividends
Quarter Ended High Low Paid




March 31
    11.64       8.01       .04  
June 30
    11.34       8.91       .04  
September 30
    11.05       8.56       .05  
December 31
    11.66       8.72       .05  

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ITEM 6. Selected Financial Data

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Five-Year Summary
                                               
2002 2001 2000 1999 1998





Operations for the Year
                                       
 
Net sales
  $ 607,991,158     $ 607,950,431     $ 652,659,900     $ 580,760,740     $ 392,019,900  
   
Cost of sales
    406,572,783       403,011,346       435,081,945       367,635,460       256,506,103  
   
Selling
    88,407,389       88,020,857       85,632,525       83,352,607       47,959,466  
   
General and administrative
    60,840,409       70,979,067       68,675,568       60,265,518       38,181,368  
   
Interest — net
    11,809,749       18,699,142       22,360,255       15,205,809       887,873  
     
     
     
     
     
 
      567,630,330       580,710,412       611,750,293       526,459,394       343,534,810