SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
[X]
For the Fiscal Year Ended December 31, 2002
Commission File Number 001-08524
MYERS INDUSTRIES, INC.
|
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 registrants 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 registrants common stock as of June 30, 2002: 24,000,475 Shares of Common Stock, without par value.
DOCUMENTS INCORPORATED BY REFERENCE
| (1) | Portions of Registrants 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 |
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| III/11 | Executive Compensation | Proxy Statement pages 9 through 12 |
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| III/12 | Security Ownership of Certain Beneficial Owners and Management | Proxy Statement pages 3 through 6, page 11, and page 12 |
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| III/13 | Certain Relationships and Related Transactions | Proxy Statement Page 7 |
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| (1) | Registrants Notice of 2003 Annual Meeting of Shareholders and Proxy Statement |
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 years 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.
1
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
2
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 Americas 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 worlds top-selling line of golf grips, Golf Pride®.
3
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 Companys 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.
4
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 Companys corporate offices. Approximately 10% of the Companys 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 | |||||||||
5
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 | |||||||||
6
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 Registrants 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. ONeil
|
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. ONeil. Mr. ONeil 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 Registrants 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.
7
PART II
| ITEM 5. | Market for Registrants Common Stock and Related Stockholder Matters |
The Companys 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 | |||||||||
8
| ITEM 6. | Selected Financial Data |
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
| 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 | |||||||||||||||||||