þ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Ohio | 34-0778636 |
(State or other jurisdiction of | (IRS Employer Identification |
incorporation or organization) | Number) |
1293 South Main Street | |
Akron, Ohio | 44301 |
(Address of principal executive offices) | (Zip code) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
Class | Outstanding as of April 25, 2013 | |
Common Stock, without par value | 33,464,499 shares |
Exhibit 10 (s) | |
Exhibit 31(a) | |
Exhibit 31(b) | |
Exhibit 32 | |
EX-101 INSTANCE DOCUMENT | |
EX-101 SCHEMA DOCUMENT | |
EX-101 CALCULATION LINKBASE DOCUMENT | |
EX-101 LABELS LINKBASE DOCUMENT | |
EX-101 PRESENTATION LINKBASE DOCUMENT | |
EX-101 DEFINITION LINKBASE DOCUMENT |
For the Three Months Ended | |||||||
March 31, 2013 | March 31, 2012 | ||||||
Net sales | $ | 214,980 | $ | 198,789 | |||
Cost of sales | 156,662 | 140,791 | |||||
Gross profit | 58,318 | 57,998 | |||||
Selling, general and administrative expenses | 45,074 | 40,881 | |||||
Operating income | 13,244 | 17,117 | |||||
Interest expense, net | 1,092 | 1,081 | |||||
Income before income taxes | 12,152 | 16,036 | |||||
Income tax expense | 4,269 | 6,051 | |||||
Net income | $ | 7,883 | $ | 9,985 | |||
Income per common share: | |||||||
Basic | $ | 0.24 | $ | 0.30 | |||
Diluted | $ | 0.23 | $ | 0.29 | |||
Dividends declared per share | $ | 0.09 | $ | 0.08 |
For the Three Months Ended | |||||||
March 31, 2013 | March 31, 2012 | ||||||
Net income | $ | 7,883 | $ | 9,985 | |||
Other comprehensive income (loss), net of tax: | |||||||
Foreign currency translation adjustment | (851 | ) | 1,385 | ||||
Pension liability | (75 | ) | 632 | ||||
Total other comprehensive income (loss), net of tax | (926 | ) | 2,017 | ||||
Comprehensive income | $ | 6,957 | $ | 12,002 |
Assets | March 31, 2013 | December 31, 2012 | |||||
(Unaudited) | |||||||
Current Assets | |||||||
Cash | $ | 4,053 | $ | 3,948 | |||
Accounts receivable-less allowances of $3,782 and $3,255, respectively | 124,076 | 115,508 | |||||
Inventories | |||||||
Finished and in-process products | 75,074 | 72,899 | |||||
Raw materials and supplies | 34,339 | 34,603 | |||||
109,413 | 107,502 | ||||||
Prepaid expenses | 9,232 | 9,033 | |||||
Deferred income taxes | 2,240 | 3,605 | |||||
Total Current Assets | 249,014 | 239,596 | |||||
Other Assets | |||||||
Goodwill | 61,039 | 61,056 | |||||
Patents and other intangible assets | 25,002 | 25,839 | |||||
Other | 7,509 | 7,882 | |||||
93,550 | 94,777 | ||||||
Property, Plant and Equipment, at Cost | |||||||
Land | 4,438 | 4,438 | |||||
Buildings and leasehold improvements | 57,056 | 57,058 | |||||
Machinery and equipment | 449,235 | 445,789 | |||||
510,729 | 507,285 | ||||||
Less allowances for depreciation and amortization | (364,690 | ) | (356,802 | ) | |||
Property, plant and equipment, net | 146,039 | 150,483 | |||||
Total Assets | $ | 488,603 | $ | 484,856 |
Liabilities and Shareholders’ Equity | March 31, 2013 | December 31, 2012 | |||||
(Unaudited) | |||||||
Current Liabilities | |||||||
Accounts payable | $ | 63,773 | $ | 72,417 | |||
Accrued expenses | |||||||
Employee compensation | 13,982 | 18,885 | |||||
Income taxes | 2,675 | 1,090 | |||||
Taxes, other than income taxes | 2,643 | 2,606 | |||||
Accrued interest | 841 | 240 | |||||
Other | 19,459 | 19,239 | |||||
Total Current Liabilities | 103,373 | 114,477 | |||||
Long-term debt | 103,578 | 92,814 | |||||
Other liabilities | 17,089 | 17,865 | |||||
Deferred income taxes | 30,470 | 29,678 | |||||
Shareholders’ Equity | |||||||
Serial Preferred Shares (authorized 1,000,000 shares; none issued and outstanding) | — | — | |||||
Common Shares, without par value (authorized 60,000,000 shares; outstanding 33,551,449 and 33,480,189; net of treasury shares of 4,148,683 and 4,356,160, respectively) | 20,329 | 20,316 | |||||
Additional paid-in capital | 266,632 | 266,419 | |||||
Accumulated other comprehensive income | 9,717 | 10,643 | |||||
Retained deficit | (62,585 | ) | (67,356 | ) | |||
Total Shareholders' Equity | 234,093 | 230,022 | |||||
Total Liabilities and Shareholders' Equity | $ | 488,603 | $ | 484,856 |
Common Stock | Additional Paid-In Capital | Accumulative Other Comprehensive Income | Retained Income (Deficit) | ||||||||||||
Balance at January 1, 2013 | $ | 20,316 | $ | 266,419 | $ | 10,643 | $ | (67,356 | ) | ||||||
Net income | — | — | — | 7,883 | |||||||||||
Other comprehensive income (loss) | — | — | (926 | ) | — | ||||||||||
Purchases for treasury | (83 | ) | (1,872 | ) | — | — | |||||||||
Common stock issued | 96 | 1,610 | — | — | |||||||||||
Cancellations and terminations of share grants | — | 37 | — | — | |||||||||||
Stock based compensation | — | 438 | — | — | |||||||||||
Dividends declared - $.09 per share | — | — | — | (3,112 | ) | ||||||||||
Balance at March 31, 2013 | $ | 20,329 | $ | 266,632 | $ | 9,717 | $ | (62,585 | ) |
For the Three Months Ended | |||||||
March 31, 2013 | March 31, 2012 | ||||||
Cash Flows from Operating Activities | |||||||
Net income | $ | 7,883 | $ | 9,985 | |||
Adjustments to reconcile net income to net cash used in operating activities: | |||||||
Depreciation | 8,150 | 7,545 | |||||
Amortization of intangible assets | 1,001 | 757 | |||||
Non-cash stock compensation | 438 | 667 | |||||
Provision for (recovery of) loss on accounts receivable | 822 | (627 | ) | ||||
Deferred taxes | 2,227 | (32 | ) | ||||
Other long-term liabilities | (834 | ) | 586 | ||||
Gain on sale of property, plant and equipment | — | (224 | ) | ||||
Other | — | 50 | |||||
Cash flow used for working capital: | |||||||
Accounts receivable | (9,833 | ) | (7,679 | ) | |||
Inventories | (2,224 | ) | (7,089 | ) | |||
Prepaid expenses | (237 | ) | (1,726 | ) | |||
Accounts payable and accrued expenses | (13,896 | ) | (8,623 | ) | |||
Net cash used in operating activities | (6,503 | ) | (6,410 | ) | |||
Cash Flows from Investing Activities | |||||||
Additions to property, plant and equipment | (4,508 | ) | (3,138 | ) | |||
Proceeds from sale of property, plant and equipment | — | 1,332 | |||||
Other | 96 | (3 | ) | ||||
Net cash used in investing activities | (4,412 | ) | (1,809 | ) | |||
Cash Flows from Financing Activities | |||||||
Repayment of long-term debt | — | (305 | ) | ||||
Net borrowing on credit facility | 10,763 | 6,262 | |||||
Cash dividends paid | — | (2,316 | ) | ||||
Proceeds from issuance of common stock | 1,706 | 397 | |||||
Tax benefit from options | 37 | — | |||||
Repurchase of common stock | (1,955 | ) | — | ||||
Net cash provided by financing activities | 10,551 | 4,038 | |||||
Foreign exchange rate effect on cash | 469 | 676 | |||||
Net increase (decrease) in cash | 105 | (3,505 | ) | ||||
Cash at January 1 | 3,948 | 6,801 | |||||
Cash at March 31 | $ | 4,053 | $ | 3,296 |
Level 1: | Unadjusted quoted prices in active markets for identical assets or liabilities. |
Level 2: | Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs that are observable either directly or indirectly. |
Level 3: | Unobservable inputs for which there is little or no market data or which reflect the entity’s own assumptions. |
Foreign currency | Defined benefit pension plans | Total | |||||||||
Balance at January 1, 2012 | $ | 9,994 | $ | (2,700 | ) | $ | 7,294 | ||||
Other comprehensive income before reclassifications | 1,385 | — | 1,385 | ||||||||
Amounts reclassified from AOCI to income tax expense (benefit) in the Condensed Consolidated Statements of Income | — | 632 | 632 | ||||||||
Net current-period other comprehensive income | $ | 1,385 | $ | 632 | $ | 2,017 | |||||
Balance at March 31, 2012 | $ | 11,379 | $ | (2,068 | ) | $ | 9,311 | ||||
Balance at January 1, 2013 | $ | 12,784 | $ | (2,141 | ) | $ | 10,643 | ||||
Other comprehensive income before reclassifications | (851 | ) | — | (851 | ) | ||||||
Amounts reclassified from AOCI to income tax expense (benefit) in the Condensed Consolidated Statements of Income | — | (75 | ) | (75 | ) | ||||||
Net current-period other comprehensive income | $ | (851 | ) | $ | (75 | ) | $ | (926 | ) | ||
Balance at March 31, 2013 | $ | 11,933 | $ | (2,216 | ) | $ | 9,717 |
Three Months Ended March 31, | |||
2012 | |||
Net sales | $ | 212,584 | |
Cost of sales | 150,477 | ||
Gross profit | 62,107 | ||
Selling, general & administrative expenses | 43,319 | ||
Operating income | 18,788 | ||
Interest expense, net | 2,215 | ||
Income before taxes | 16,573 | ||
Income taxes | 6,255 | ||
Net income | $ | 10,318 | |
Income per basic share | $ | 0.31 | |
Income per diluted share | $ | 0.30 |
Assets acquired: | Novel | Jamco | |||||
Cash | $ | 630 | $ | 88 | |||
Accounts receivable | 5,467 | 1,690 | |||||
Inventory | 5,993 | 3,282 | |||||
Property, plant and equipment | 13,636 | 2,559 | |||||
Intangibles | 5,790 | 5,680 | |||||
Deferred tax assets | 435 | 28 | |||||
Prepaid assets | 1,451 | 48 | |||||
Other | 719 | 2 | |||||
Assets acquired, less cash | $ | 33,491 | $ | 13,289 | |||
Liabilities assumed: | |||||||
Accounts payable and accruals | $ | 3,134 | $ | 1,436 | |||
Other taxes | 3,608 | 676 | |||||
Other long-term liabilities | 2,293 | 454 | |||||
Debt | 26,028 | — | |||||
Deferred tax liabilities | 3,804 | 3,044 | |||||
Liabilities assumed | 38,867 | 5,610 | |||||
Goodwill | 8,805 | 7,435 | |||||
Total consideration, less cash acquired | $ | 3,429 | $ | 15,114 |
Segment | Balance at January 1, 2013 | Acquisitions | Foreign Currency Translation | Impairment | Balance at March 31, 2013 | ||||||||||||||
Material Handling | $ | 50,521 | $ | — | $ | 114 | $ | — | $ | 50,635 | |||||||||
Lawn and Garden | 9,614 | — | (131 | ) | — | 9,483 | |||||||||||||
Distribution | 214 | — | — | — | 214 | ||||||||||||||
Engineered Products | 707 | — | — | — | 707 | ||||||||||||||
Total | $ | 61,056 | $ | — | $ | (17 | ) | $ | — | $ | 61,039 |
Three Months Ended March 31, | |||||
2013 | 2012 | ||||
Weighted average common shares outstanding | |||||
Basic | 33,504,222 | 33,439,012 | |||
Dilutive effect of stock options and restricted stock | 355,194 | 473,153 | |||
Weighted average common shares outstanding diluted | 33,859,416 | 33,912,165 |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Interest paid | $ | 526 | $ | 296 | |||
Income taxes paid | $ | 435 | $ | 2,455 |
Three Months Ended March 31, | |||||||
Segment | 2013 | 2012 | |||||
Material Handling | $ | 210 | $ | — | |||
Lawn and Garden | 403 | 23 | |||||
Distribution | 74 | 430 | |||||
Engineered Products | 3 | 102 | |||||
Corporate | 17 | — | |||||
Total | $ | 707 | $ | 555 |
Severance and | Other | ||||||||||
Personnel | Exit Costs | Total | |||||||||
Balance at January 1, 2012 | $ | — | $ | 605 | $ | 605 | |||||
Provision | 239 | 316 | 555 | ||||||||
Less: Payments | (239 | ) | (353 | ) | (592 | ) | |||||
Balance at March 31, 2012 | $ | — | $ | 568 | $ | 568 | |||||
Balance at January 1, 2013 | $ | 318 | $ | — | $ | 318 | |||||
Provision | 231 | 476 | 707 | ||||||||
Less: Payments | (549 | ) | (476 | ) | (1,025 | ) | |||||
Balance at March 31, 2013 | $ | — | $ | — | $ | — |
Model | |||
Risk free interest rate | 1.86 | % | |
Expected dividend yield | 2.40 | % | |
Expected life of award (years) | 7.00 | ||
Expected volatility | 50.00 | % | |
Fair value per option share | $ | 5.39 |
Shares | Average Exercise Price | Weighted Average Life | ||||||
Outstanding at January 1, 2013 | 1,919,021 | $ | 11.63 | |||||
Options granted | 323,400 | 14.77 | ||||||
Options exercised | (155,178 | ) | 10.82 | |||||
Cancelled or forfeited | (127,320 | ) | 13.91 | |||||
Outstanding at March 31, 2013 | 1,959,923 | $ | 12.07 | 6.63 years | ||||
Exercisable at March 31, 2013 | 1,428,395 | $ | 11.55 | 5.65 years |
Awards | Average Grant-Date Fair Value | |||||
Unvested at January 1, 2013 | 363,125 | |||||
Granted | 169,100 | $ | 14.77 | |||
Released | (110,800 | ) | 9.97 | |||
Cancelled or forfeited | (122,500 | ) | 13.87 | |||
Unvested at March 31, 2013 | 298,925 | $ | 13.03 |
March 31, | December 31, | ||||||
2013 | 2012 | ||||||
Credit agreement | $ | 68,578 | $ | 57,814 | |||
Senior notes | 35,000 | 35,000 | |||||
$ | 103,578 | $ | 92,814 |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Service cost | $ | 8 | $ | 18 | |||
Interest cost | 65 | 72 | |||||
Expected return on assets | (91 | ) | (77 | ) | |||
Amortization of actuarial net loss | 28 | 25 | |||||
Net periodic pension cost | $ | 10 | $ | 38 | |||
Company contributions | $ | 123 | $ | 76 |
Three Months Ended March 31, | |||||||
Net Sales | 2013 | 2012 | |||||
Material Handling | $ | 79,989 | $ | 65,221 | |||
Lawn and Garden | 60,363 | 59,184 | |||||
Distribution | 42,649 | 42,738 | |||||
Engineered Products | 36,956 | 37,227 | |||||
Inter-company Sales | (4,977 | ) | (5,581 | ) | |||
Net Sales | $ | 214,980 | $ | 198,789 |
Three Months Ended March 31, | |||||||
Income Before Income Taxes | 2013 | 2012 | |||||
Material Handling | $ | 9,705 | $ | 13,150 | |||
Lawn and Garden | 2,281 | 1,218 | |||||
Distribution | 2,839 | 3,511 | |||||
Engineered Products | 5,077 | 4,591 | |||||
Corporate | (6,658 | ) | (5,353 | ) | |||
Interest expense - net | (1,092 | ) | (1,081 | ) | |||
Income before income taxes | $ | 12,152 | $ | 16,036 |
(dollars in millions) | Quarter Ended March 31, | |||||||||||||
Segment | 2013 | 2012 | Change | % Change | ||||||||||
Material Handling | $ | 80.0 | $ | 65.2 | $ | 14.8 | 23 | % | ||||||
Lawn and Garden | $ | 60.4 | $ | 59.2 | $ | 1.2 | 2 | % | ||||||
Distribution | $ | 42.6 | $ | 42.7 | $ | (0.1 | ) | — | % | |||||
Engineered Products | $ | 37.0 | $ | 37.2 | $ | (0.2 | ) | (1 | %) | |||||
Inter-company Sales | $ | (5.0 | ) | $ | (5.5 | ) | $ | 0.5 | 9 | % | ||||
TOTAL | $ | 215.0 | $ | 198.8 | $ | 16.2 | 8 | % |
(dollars in millions) | Quarter Ended March 31, | ||||||
2013 | 2012 | ||||||
Cost of sales | $ | 156.7 | $ | 140.8 | |||
Gross profit | $ | 58.3 | $ | 58.0 | |||
Gross profit as a percentage of sales | 27.1 | % | 29.2 | % |
(dollars in millions) | Quarter Ended March 31, | ||||||||||
2013 | 2012 | Change | |||||||||
SG&A expenses | $ | 45.1 | $ | 40.9 | $ | 4.2 | |||||
SG&A expenses as a percentage of sales | 21.0 | % | 20.6 | % |
(dollars in millions) | Quarter Ended March 31, | |||||||||||||
2013 | 2012 | Change | % Change | |||||||||||
Net interest expense | $ | 1.1 | $ | 1.1 | $ | — | — | % | ||||||
Outstanding borrowings | $ | 103.6 | $ | 80.2 | $ | 23.4 | ||||||||
Average borrowing rate | 4.57 | % | 5.61 | % |
(dollars in millions) | Quarter Ended March 31, | ||||||
2013 | 2012 | ||||||
Income before taxes | $ | 12.2 | $ | 16.0 | |||
Income taxes | $ | 4.3 | $ | 6.1 | |||
Effective tax rate | 35.1 | % | 37.7 | % |
Required Level | Actual Level | ||
Interest Coverage Ratio | 2.25 to 1 (minimum) | 10.50 | |
Leverage Ratio | 3.25 to 1 (maximum) | 1.30 |
Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of the Publicly Announced Program | Maximum number of Shares that may yet be Purchased Under the Plan (1) | |||||||||
1/1/13 to 1/31/13 | 34,258 | $ | 14.42 | 331,947 | 2,668,053 | |||||||
2/1/13 to 2/28/13 | 101,868 | $ | 14.34 | 433,815 | 2,566,185 | |||||||
3/1/13 to 3/31/13 | — | $ | — | — | — |
(1) | On November 20, 2012, the Company adopted a Rule 10b5-1 plan (the “Plan”) for the purpose of repurchasing up to two million one hundred fifty thousand shares of its common stock in accordance with the guidelines specified in Rule 10b5-1 of the Securities Exchange Act of 1934. The Plan was established in connection with the Board authorized repurchase of up to five million shares that was announced on May 2, 2011. The Company previously completed a repurchase of two million shares in 2011 pursuant to a previous Rule 10b5-1 plan, which was also in connection with the authorized five million share repurchase. |
MYERS INDUSTRIES, INC. | |||
May 1, 2013 | By: | /s/ Greggory W. Branning | |
Greggory W. Branning | |||
Senior Vice President, Chief Financial Officer and Corporate Secretary (Duly Authorized Officer and Principal Financial and Accounting Officer) |
3(a) | Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to Exhibit 3(a) to Form 10-K filed with the Commission on March 16, 2005. |
3(b) | Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit 3.1 to Form 8-K filed with the Commission on April 12, 2013. |
10(a) | Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 2001. |
10(b) | Form of Indemnification Agreement for Directors and Officers. Reference is made to Exhibit 10.1 to Form 10-Q filed with the Commission on May 1, 2009. |
10(c) | Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 99 to Post-Effective Amendment No. 2 to Form S-3 filed with the Commission on March 19, 2004. |
10(d) | Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) to Form 10-Q filed with the Commission on August 9, 2006.* |
10(e) | 2008 Incentive Stock Plan of Myers Industries, Inc. Reference is made to Exhibit 4.3 to Form S-8 filed with the Commission on March 17, 2009.* |
10(f) | Amendment No. 1 to the 2008 Incentive Stock Plan of Myers Industries, Inc. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on August 3, 2010.* |
10(g) | Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit (10)(g) to Form 10-K filed with the Commission on March 26, 2003.* |
10(h) | Severance Agreement between Myers Industries, Inc. and John C. Orr effective June 1, 2011. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on March 7, 2011.* |
10(i) | Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and John C. Orr dated July 18, 2000. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on May 6, 2003.* |
10(j) | Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (John C. Orr) effective June 1, 2008. Reference is made to Exhibit 10.2 to Form 8-K filed with the Commission on June 24, 2008.* |
10(k) | Severance Agreement between Myers Industries, Inc. and David B. Knowles dated August 31, 2012. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on August 31, 2012.* |
10(l) | Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and David B. Knowles dated June 19, 2009. Reference is made to Exhibit 10.2 to Form 8-K filed with the Commission on June 22, 2009.* |
10(m) | Amendment to Myers Industries, Inc. Executive Supplemental Retirement Plan (David B. Knowles) effective June 19, 2009. Reference is made to Exhibit 10.3 to Form 8-K filed with the Commission on June 22, 2009.* |
10(n) | Severance Agreement between Myers Industries, Inc. and Gregg Branning dated September 1, 2012. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on September 4, 2012.* |
10(o) | Third Amended and Restated Loan Agreement between Myers Industries, Inc. and JP Morgan Chase Bank, National Association, as Agent, dated as of November 19, 2010. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on November 23, 2010. |
10(p) | Note Purchase Agreement between Myers Industries, Inc. and the Note Purchasers, dated December 12, 2003, regarding the issuance of $35,000,000 of 6.81% Series 2003-A Senior Notes due December 12, 2013. Reference is made to Exhibit 10(o) to Form 10-K filed with the Commission on March 15, 2004. |
10(q) | Third Amendment to the Myers Industries, Inc Executive Supplemental Retirement Plan (John C. Orr) effective June 1, 2011. Reference is made to Exhibit 10.2 to Form 8-K filed with the Commission on March 7, 2011.* |
10(r) | Amendment No. 2 to the 2008 Incentive Stock Plan of Myers Industries, Inc. Reference is made to Exhibit 10(u) to Form 10-K filed with the Commission on March 4, 2013.* |
10(s) | Non-Competition and Confidentiality Agreement between Myers Industries, Inc. and Gregg Branning dated September 1, 2012.* |
10(t) | Performance Bonus Plan of Myers Industries, Inc. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on April 30, 2013.* |
14(a) | Myers Industries, Inc. Code of Business Conduct and Ethics. Reference is made to Exhibit 14(a) to Form 10-K/A filed with the Commission on April 1, 2013. |
14(b) | Myers Industries, Inc. Code of Ethical Conduct for the Finance Officers and Finance Department Personnel. Reference is made to Exhibit 14(b) to Form 10-K/A filed with the Commission on April 1, 2013. |
21 | List of Direct and Indirect Subsidiaries, and Operating Divisions, of Myers Industries, Inc. Reference is made to Exhibit 21 to Form 10-K filed with the Commission on March 4, 2013. |
31(a) | Certification of John C. Orr, President and Chief Executive Officer of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31(b) | Certification of Greggory W. Branning, Senior Vice President, Chief Financial Officer and Corporate Secretary of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32 | Certifications of John C. Orr, President and Chief Executive Officer, and Gregg W. Branning, Executive Vice President, Chief Financial Officer and Corporate Secretary, of Myers Industries, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101 | The following financial information from Myers Industries, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 1, 2013, formatted in XBRL includes: (i) Condensed Consolidated Statements of Financial Position at March 31, 2013 and December 31, 2012, (ii) Condensed Consolidated Statements of Income For the fiscal periods ended March 31, 2013 and 2012, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) For the fiscal periods ended March 31, 2013 and 2012, (iv) Condensed Consolidated Statements of Cash Flows for the fiscal periods ended March 31, 2013 and 2012, (v) Condensed Consolidated Statement of Shareholders' Equity for the fiscal period ended March 31, 2013, and (vi) the Notes to Consolidated Financial Statements. |
* | Indicates executive compensation plan or arrangement. |
** | Pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules have been omitted from this filing. The registrant agrees to furnish the Commission on a supplemental basis a copy of any omitted exhibit or schedule. |
A. | Covenants |
Date: _September 1, 2012__________ | Myers Industries, Inc. By: _/s/ John C. Orr_______________________ |
Date: _September 1, 2012___________ | Employee Signature: _/s/ Greggory W. Branning________ Print Name: Gregg Branning |
Date: | May 1, 2013 | /s/ John C. Orr |
John C. Orr, President and Chief Executive Officer |
Date: | May 1, 2013 | /s/ Greggory W. Branning |
Greggory W. Branning, Senior Vice President, Chief Financial Officer and Corporate Secretary |
Dated: | May 1, 2013 | /s/ John C. Orr |
John C. Orr, President and Chief Executive Officer |
Dated: | May 1, 2013 | /s/ Greggory W. Branning |
Greggory W. Branning, Senior Vice President, Chief Financial Officer and Corporate Secretary |
Net Income Per Common Share (Details)
|
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Earnings Per Share [Abstract] | ||
Basic (in shares) | 33,504,222 | 33,439,012 |
Dilutive effect of stock options and restricted stock (in shares) | 355,194 | 473,153 |
Weighted average common shares outstanding diluted (in shares) | 33,859,416 | 33,912,165 |
Segment Information Schedule of Income Before Income Taxes by Segment (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Segment Reporting Information [Line Items] | ||
Operating income | $ 13,244 | $ 17,117 |
Interest Expense | (1,092) | (1,081) |
Income before income taxes | 12,152 | 16,036 |
Material Handling
|
||
Segment Reporting Information [Line Items] | ||
Operating income | 9,705 | 13,150 |
Lawn and Garden
|
||
Segment Reporting Information [Line Items] | ||
Operating income | 2,281 | 1,218 |
Distribution
|
||
Segment Reporting Information [Line Items] | ||
Operating income | 2,839 | 3,511 |
Engineered Products
|
||
Segment Reporting Information [Line Items] | ||
Operating income | 5,077 | 4,591 |
Corporate
|
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Segment Reporting Information [Line Items] | ||
Operating income | $ (6,658) | $ (5,353) |
Contingencies Contingencies (Details) (USD $)
|
12 Months Ended | 3 Months Ended | |
---|---|---|---|
Nov. 30, 2011
|
Dec. 31, 2011
General and Administrative Expense [Member]
Environmental Issue [Member]
Pending Litigation [Member]
New Idria Mercury Mine [Member]
|
Mar. 31, 2013
Other Liabilities [Member]
Environmental Issue [Member]
Pending Litigation [Member]
New Idria Mercury Mine [Member]
|
|
Loss Contingencies [Line Items] | |||
Expense related to remedial investigation and feasibility study | $ 1,900,000 | ||
Payments charged against the reserve | 400,000 | ||
Estimate of EPA's interim removal project costs | $ 500,000 |
Statement of Accounting Policy (Details) (USD $)
|
3 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
Mar. 31, 2013
Foreign currency
|
Mar. 31, 2012
Foreign currency
|
Mar. 31, 2013
Defined benefit pension plans
|
Mar. 31, 2012
Defined benefit pension plans
|
Mar. 31, 2013
Accumulative Other Comprehensive Income
|
Mar. 31, 2012
Accumulative Other Comprehensive Income
|
Mar. 31, 2013
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Senior notes
|
Mar. 31, 2013
Estimate of Fair Value, Fair Value Disclosure [Member]
Senior notes
|
Dec. 31, 2012
Estimate of Fair Value, Fair Value Disclosure [Member]
Senior notes
|
|
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||||
Notes Payable, Fair Value Disclosure | $ 35,000,000 | $ 36,200,000 | $ 36,500,000 | ||||||||
Accumlated Other Comprehensive Income (Loss) [Roll Forward] | |||||||||||
Beginning balance | 10,643,000 | 12,784,000 | 9,994,000 | (2,141,000) | (2,700,000) | 10,643,000 | 7,294,000 | ||||
Other comprehensive income before reclassifications | (851,000) | 1,385,000 | 0 | 0 | (851,000) | 1,385,000 | |||||
Amounts reclassified from AOCI to income tax expense (benefit) in the Condensed Consolidated Statements of Income | 0 | 0 | (75,000) | 632,000 | (75,000) | 632,000 | |||||
Total other comprehensive income (loss), net of tax | (926,000) | 2,017,000 | (851,000) | 1,385,000 | (75,000) | 632,000 | (926,000) | 2,017,000 | |||
Ending balance | $ 9,717,000 | $ 11,933,000 | $ 11,379,000 | $ (2,216,000) | $ (2,068,000) | $ 9,717,000 | $ 9,311,000 |
Goodwill (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The change in goodwill | The change in goodwill for the three months ended March 31, 2013 was as follows:
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Debt (Details) (USD $)
|
1 Months Ended | ||||
---|---|---|---|---|---|
Mar. 31, 2013
Credit agreement
|
Dec. 31, 2010
Credit agreement
|
Dec. 31, 2003
Revolving Credit Facility and Senior Notes
|
Dec. 31, 2003
Revolving Credit Facility and Senior Notes
6.08% Senior Unsecured Notes
|
Dec. 31, 2003
Revolving Credit Facility and Senior Notes
6.81% Senior Unsecured Notes
|
|
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity on line of credit | $ 180,000,000 | ||||
Remaining amount available under the line of credit | 106,300,000 | ||||
Face amount on debt instruments | $ 100,000,000 | $ 65,000,000 | $ 35,000,000 | ||
Stated interest rate on debt instruments | 6.08% | 6.81% | |||
Contractual term of debt instruments | 7 years | 10 years |
Restructuring Restructuring Charges by Segment (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 707 | $ 555 |
Material Handling
|
||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 210 | 0 |
Lawn and Garden
|
||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 403 | 23 |
Distribution
|
||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 74 | 430 |
Engineered Products
|
||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 3 | 102 |
Corporate
|
||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 17 | $ 0 |
Acquisitions Allocation of Purchase Price (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
Jul. 09, 2012
Palsticos Novel S.A. [Member]
|
Oct. 02, 2012
Jamco [Member]
|
---|---|---|---|---|
Assets acquired: | ||||
Cash | $ 630 | $ 88 | ||
Accounts receivable | 5,467 | 1,690 | ||
Inventory | 5,993 | 3,282 | ||
Property, plant and equipment | 13,636 | 2,559 | ||
Intangibles | 5,790 | 5,680 | ||
Deferred tax assets | 435 | 28 | ||
Prepaid assets | 1,451 | 48 | ||
Other | 719 | 2 | ||
Assets acquired, less cash | 33,491 | 13,289 | ||
Liabilities assumed: | ||||
Accounts payable and accruals | 3,134 | 1,436 | ||
Other taxes | 3,608 | 676 | ||
Other long-term liabilities | 2,293 | 454 | ||
Debt | 26,028 | 0 | ||
Deferred tax liabilities | 3,804 | 3,044 | ||
Liabilities assumed | 38,867 | 5,610 | ||
Goodwill | 61,039 | 61,056 | 8,805 | 7,435 |
Total consideration, less cash acquired | $ 3,429 | $ 15,114 |
Income Taxes (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
Mar. 31, 2012
|
|
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits that would impact effective tax rate | $ 1.2 | $ 0.5 | |
Increase in gross unrecognized tax benefits | 0.7 | ||
Amount of accrued interest expense included as a liability within the Company's Condensed Consolidated Statements of Financial Position | $ 0.1 | $ 0.1 |
Stock Compensation Summary of restricted stock activity (Details) (Restricted Stock [Member], USD $)
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Restricted Stock [Member]
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested at January 1, 2013 (in shares) | 363,125 |
Granted (in shares) | 169,100 |
Released (in shares) | (110,800) |
Cancelled or forfeited (in shares) | (122,500) |
Unvested at March 31, 2013 (in shares) | 298,925 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Granted, Average Grant Date Fair Value (in dollars per share) | $ 14.77 |
Released, Average Grant Date Fair Value (in dollars per share) | $ 9.97 |
Cancelled or Forfeited, Average Grant Date Fair Value (in dollars per share) | $ 13.87 |
Unvested shares at March 31, 2013, Average Grant Date Fair Value (in dollars per share) | $ 13.03 |
Statement of Accounting Policy
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Statement of Accounting Policy | Statement of Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (collectively, the “Company”), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). 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, 2013, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2013. Recent Accounting Pronouncements In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income requiring new disclosures regarding reclassification adjustments from accumulated other comprehensive income ("AOCI"). ASU No. 2013-02 requires disclosure of amounts reclassified out of AOCI in its entirety, by component, which the Company has elected to disclose in the notes (see below). We adopted this guidance effective January 1, 2013. Translation of Foreign Currencies All asset and liability accounts of consolidated foreign subsidiaries are translated at the current exchange rate as of the end of the accounting period and income statement items are translated monthly at an average currency exchange rate for the period. The resulting translation adjustment is recorded in other comprehensive income (loss) as a separate component of shareholders' equity. Fair Value Measurement The Company follows guidance included in ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities, as required. The guidance established a common definition for fair value to be applied to U.S. GAAP requiring the use of fair value, established a framework for measuring fair value, and expanded disclosure requirements about such fair value measurements. The guidance did not require any new fair value measurements, but rather applied to all other accounting pronouncements that require or permit fair value measurements. Under ASC 820, the hierarchy that prioritizes the inputs to valuation techniques used to measure fair value is divided into three levels:
The fair value of the Company’s cash, accounts receivable, accounts payable and accrued expenses are considered to have a fair value which approximates carrying value due to the nature and relative short maturity of these assets and liabilities. The fair value of debt under the Company’s Credit Agreement approximates carrying value due to the floating rates and relative short maturity (less than 90 days) of the revolving borrowings under this agreement. The fair value of the Company’s $35.0 million fixed rate senior notes was estimated at $36.2 million and $36.5 million at March 31, 2013 and December 31, 2012, respectively, using market observable inputs for the Company’s comparable peers with public debt, including quoted prices in active markets and interest rate measurements which are considered level 2 inputs. Revenue Recognition The Company recognizes revenues from the sale of products, net of actual and estimated returns, at the point of passage of title and risk of loss, which is generally at time of shipment, and collectability of the fixed or determinable sales price is reasonably assured. Accumulated Other Comprehensive Income The balances in the Company’s accumulated other comprehensive income ("AOCI") as of March 31, 2013 and March 31, 2012 are as follows:
Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. The Company maintains operating cash and reserves for replacement balances in financial institutions which, from time to time, may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal. |