EX-99 3 proforma.htm MYERS INDUSTRIES EXHIBIT 99-3 ITML PROFORMA Proforma

Exhibit 99.3


Myers Industries, Inc.
and ITML Horticultural Products Inc.
and Lone Star Plastics, Inc.
Pro forma Combined Financial Statements




On January 9, 2007, Myers Industries, Inc. (Myers) acquired all of the shares of ITML Horticultural Products Inc., and Lone Star Plastics, Inc. (collectively referred to as ITML). The purchase price was approximately $45.5 million plus the assumption of debt outstanding. The unaudited pro forma combined statement of income gives effect to the acquisition of ITML as if it has occurred on January 1, 2006. The pro forma information is based on the historical financial statements of Myers as of and for the year ended December 31, 2006, and ITML as of December 31, 2006 for pro forma combined balance sheet information purposes and for the year ended October 31, 2006 for pro forma combined statement of income purposes, giving effect to the transaction based on the assumptions and adjustments described in the accompanying notes to the pro forma combined balance sheet and statement of income. 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. The assets acquired and liabilities assumed are shown at their estimated fair market values based on a preliminary purchase price allocation in the pro forma combined balance sheet.

The pro forma combined statement of income may not be indicative of the results that would have occurred if the combination had been in effect on the date indicated or which may be obtained in the future. The pro forma statements should be read in conjunction with the audited financial statements of ITML included elsewhere in this filing, and the financial statements of Myers Industries, Inc. as contained in its Annual Report on Form 10-K for the year ended December 31, 2006. Subsequent to its fiscal year end of October 31, 2006, ITML Plastic Technology Incorporated was amalgamated with its wholly-owned subsidiary company, ITML Horticultural Products Inc., and the newly amalgamated company continued to carry on business under the name of ITML Horticultural Products Inc.

 

 

 

Myers Industries, Inc.

and ITML
Unaudited Pro forma Combined Balance Sheet

As of December 31, 2006

Myers
Industries, Inc.


ITML

Pro forma
Adjustments

Pro forma
Combined

Assets

Current Assets

Cash

$ 6,637,389

$ 1,484,629

$(257,982)

(f)

$ 7,864,036

Accounts receivables, net

of allowances


98,830,002


44,576,403


(558,726)


(f)

142,847,679

Inventory

86,796,874

35,596,544

1,855,000 

(a)

123,956,934

(291,484)

(f)

Prepaid expenses

5,776,187

903,675

(30,074)

(f)

6,649,788

Deferred income taxes

4,240,386

524,355

4,764,741

Current assets of

discontinued operations


105,242,416


105,242,416

Total Current Assets

307,523,254

83,085,606

716,734 

391,325,594

Other Assets

Goodwill

162,214,948

6,337,860

(964,405)

(e)

167,588,403

Patents and other intangible    assets


5,970,381


5,970,381

Other

3,433,410

2,811,508

208,631 

(f)

6,453,549

Long term assets of

discontinued operations


31,540,786


31,540,786

Net Property, Plant and

Equipment


151,300,441


53,788,250


(3,795,945)


(f)


201,292,746

 

$ 661,983,220

 

$ 146,023,224

 

$ (3,834,985)

 

$ 804,171,459

 

 

Myers Industries, Inc.

and ITML
Unaudited Pro forma Combined Balance Sheet

As of December 31, 2006

Myers
Industries, Inc.


ITML

Pro forma
Adjustments

Pro forma
Combined

Liabilities and Shareholders' Equity

Current Liabilities

Accounts payable

48,111,122 

15,484,994

(467,254)

(f)

63,128,862

Accrued expenses

Employee compensation

18,535,357 

18,535,357

Taxes, other than income

taxes


2,326,865 


2,326,865

Income taxes

1,632,619 

471,455

2,104,074

Accrued interest

420,355 

420,355

Other

18,675,080 

2,146,276

(90,825)

(f)

20,730,531

Current portion of long-

term debt


3,235,058 


65,369,473


(58,257,771)


(b)


10,029,260

(317,500)

(f)

Current liabilities of

discontinued operations


41,790,763 


41,790,763

Total Current Liabilities

134,727,219 

83,472,198

(59,133,350)

159,066,067

Long-term Debt

198,274,578 

6,286,663

103,807,718 

(b)

304,518,959

(3,850,000)

(f)

Other Liabilities

4,447,222 

4,447,222

Deferred Income Taxes

35,400,520 

10,919,010

686,000 

(d)

47,005,530

Long term liabilities of

discontinued operations


8,475,063 


8,475,063

Shareholders' Equity

Serial Preferred Shares

-

-

Common Shares

21,347,941 

24,375,239

(24,375,239)

(c)

21,347,941

Additional paid-in capital

270,836,471 

7,095,432

(7,095,432)

(c)

270,836,471

Accumulated other

comprehensive income (loss)


12,497,362 


12,497,362

Retained (deficit) income

(24,023,156)

13,874,682

(13,874,682)

(c)

(24,023,156)

280,658,618 

45,345,353

(45,345,353)

280,658,618

$661,983,220 

$146,023,224

$(3,834,985)

$804,171,459

 

Notes to Unaudited Pro forma Balance Sheet:

Note 1 - The historical balances of ITML as of December 31, 2006, have been converted from Canadian Dollars to U.S. dollars using an exchange rate of $.8576.

( a) To record the fair value adjustment for finished goods inventory acquired.

( b) To reflect additional borrowings under the Company's credit facility used to finance the acquisition and the elimination of debt assumed in the acquisition of $64,450,053 which was immediately retired.

( c) To reflect elimination of the shareholders' equity accounts of ITML.

( d) To reflect estimated deferred income taxes arising from the purchase.

( e) To eliminate historical goodwill of ITML and recognize the estimated excess of fair value of net assets acquired over the purchase price. The purchase price and estimated preliminary purchase price allocation are summarized as follows:

(In thousands)

Assets acquired:

  Cash

$1,227 

  Accounts Receivable

44,018 

  Inventory

37,160 

  Property, plant & equipment

49,992 

  Other

4,418 

136,815 

Liabilities assumed:

  Accounts payable and accruals

(17,545)

  Debt

(67,489)

  Deferred Income Taxes

(11,605)

(96,639)

Excess purchase price over allocation to   identifiable assets and liabilities (goodwill   and other intangible assets)



5,374 

Total purchase consideration

$45,550 

   

( f) To reflect the adjustment for the 50% interest in a joint venture ITML has accounted for using the proportionate consolidation method under Canadian GAAP. The adjustment reflects accounting for this joint venture under the equity method as prescribed under U.S. GAAP.

 

 

Myers Industries, Inc.

and ITML
Unaudited Pro forma Combined Statement of Income

For the Year Ended December 31, 2006

Year-ended
December 31

Year-ended
October 31

Myers Industries, Inc.


ITML

Pro forma Adjustments

Pro forma
Combined

Net Sales

$ 779,984,388

$ 169,538,743 

$ 949,523,131

Cost of Sales

572,438,757

152,200,282 

2,638,685 

(c)

727,277,724

Gross Profit

207,545,631

17,338,461 

(2,638,685)

222,245,207

Selling, General and Administrative Expenses


146,623,067


10,407,955 


34,553 


(c)


157,065,575

Operating Income

60,922,564

6,930,506 

(2,673,238)

65,179,832

Interest Expense, Net

15,848,420

4,475,217 

2,029,649 

(a)

22,353,286

Income from Continuing Operations Before Income Taxes



45,074,144



2,455,289 



(4,702,887)



42,826,546

Income Taxes

16,363,613

(1,072,663)

(831,611)

(b)

14,459,339

Income from Continuing Operations


$28,710,531


$ 3,527,952 


$(3,871,276)


$ 28,367,207

Weighted average shares outstanding


34,978,269


34,978,269

Income from Continuing Operations per share


$.82


$.81

 

Notes to Unaudited Combined Pro forma Income Statements:

Note 1 - The historical amounts for ITML have been converted from Canadian Dollars to U.S. dollars using an average exchange rate of $.8783. In addition, certain amounts have been reclassified to be consistent with the presentation of Myers Industries, Inc. and to conform with U.S. GAAP. These reclassification changes to the ITML statement of income within the accompanying pro forma statements include recording depreciation expense within Cost of Sales ($7,179,707) and Selling, General and Administrative expense ($316,557); reclassification of certain tax credits ($1,090,849) from cost of sales to income taxes and reclassifying Other Expense ($311,737) to Selling, General and Administrative Expense. In addition, ITML's minority interest in WhiteRidge Plastics, LLC reflected in the historical income statement for the year ended October 31, 2006, has been eliminated as the minority interest was acquired subsequent to that date and, accordingly, WhiteRidge Plastics, LLC is now a wholly owned subsidiary.

(a)To record additional interest expense resulting from borrowings used to finance the acquisition and retire assumed debt. The interest rate on the additional borrowings under the company's credit facility of $110 million is assumed to be 5.9% per annum. A change of 1/8 percent in the interest rate would result in a change in interest expense and net income of $137,000 and $86,625, respectively. Included in this adjustment is the elimination of ITML interest expense of $4,475,217 and the additional interest expense under the company's credit facility of $6,504,866.

(b)To adjust the provision for income taxes for the effect of pro forma adjustments using a 37% effective tax rate.

(c)To record the impact on cost of sales of inventory adjustments to fair value in purchase accounting and additional depreciation expense based on straight-line depreciation method using useful lives of 3 to 20 years.