10-Q 1 l94047ae10-q.htm MYERS INDUSTRIES, INC. 10-Q/QUARTER END 3-31-02 Myers Industries, Inc. 10-Q/Quarter End 3-31-02
Table of Contents

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

     
(Mark One)
 
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended    March 31, 2002   
 
    or               
 
[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________

Commission file number I-8524

 
MYERS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)
     
OHIO   #34-0778636

 
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
1293 SOUTH MAIN STREET, AKRON, OHIO   44301

 
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code        (330) 253-5592     

     Indicate whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    x   . No          .

Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes          . No          .

     As of March 31, 2002, the number of shares outstanding of the issuer’s Common Stock was:

23,879,195
==========


FORM 10-Q
PART 1 — FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
PART I — FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
PART I — FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II — OTHER INFORMATION
MYERS INDUSTRIES, INC.
SIGNATURE
EX-10(f)


Table of Contents

PART 1 — FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.

CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
AS OF MARCH 31, 2002 AND DECEMBER 31, 2001

                       
          March 31,   December 31,
          2002   2001
         
 
ASSETS
               
CURRENT ASSETS
               
 
Cash and temporary cash investments
  $ 7,211,137     $ 7,074,964  
 
Accounts receivable-less allowances of $4,777,000 and $4,417,000, respectively
    118,363,864       104,602,982  
 
Inventories
               
     
Finished and in-process products
    62,557,562       66,239,288  
     
Raw materials and supplies
    14,983,619       15,109,952  
 
   
     
 
 
    77,541,181       81,349,240  
 
Prepaid expenses
    1,052,817       3,591,411  
 
   
     
 
   
Total Current Assets
    204,168,999       196,618,597  
OTHER ASSETS
               
 
Excess of cost over fair value of net assets of companies acquired
    186,241,994       187,960,222  
 
Patents and other intangible assets
    2,336,476       2,834,582  
 
Other
    3,839,810       4,017,156  
 
   
     
 
 
    192,418,280       194,811,960  
PROPERTY, PLANT & EQUIPMENT, AT COST
               
 
Land
    7,241,601       7,311,493  
 
Buildings and leasehold improvements
    73,892,188       73,983,923  
 
Machinery and equipment
    285,255,019       282,140,259  
 
   
     
 
 
    366,388,808       363,435,675  
 
Less allowances for depreciation and amortization
    179,518,591       172,699,854  
 
   
     
 
 
    186,870,217       190,735,821  
 
   
     
 
 
  $ 583,457,496     $ 582,166,378  
 
   
     
 

-1-


Table of Contents

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
AS OF MARCH 31, 2002 AND DECEMBER 31, 2001

                     
        March 31,   December 31,
        2002   2001
       
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
 
Accounts payable
  $ 40,534,724     $ 44,818,664  
 
Accrued expenses
               
   
Employee compensation
    22,727,248       25,501,181  
   
Taxes, other than income taxes
    3,115,804       2,632,663  
   
Accrued Interest
    1,348,579       1,207,733  
   
Other
    16,423,675       12,971,309  
 
Current portion of long-term debt
    19,634,512       17,767,688  
 
   
     
 
   
TOTAL CURRENT LIABILITIES
    103,784,542       104,899,238  
LONG-TERM DEBT, less current portion
    243,191,707       247,145,234  
DEFERRED INCOME TAXES
    12,616,718       12,595,697  
SHAREHOLDERS’ EQUITY
               
 
Serial Preferred Shares (authorized 1,000,000)
    0       0  
 
Common Shares, without par value (authorized 60,000,000 shares; outstanding 23,879,195 and 23,847,694, respectively)
    14,523,043       14,503,828  
 
Additional paid-in capital
    217,936,715       217,594,648  
 
Accumulated other comprehensive income
    (37,049,407 )     (34,411,755 )
 
Retained income
    28,454,178       19,839,488  
 
   
     
 
 
    223,864,529       217,526,209  
 
   
     
 
 
  $ 583,457,496     $ 582,166,378  
 
   
     
 

-2-


Table of Contents

PART I — FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.

CONDENSED STATEMENT OF CONSOLIDATED INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                   
      March 31,   March 31,
      2002   2001
     
 
Net sales
  $ 148,938,637     $ 165,259,903  
Costs and expenses
               
 
Cost of sales
    94,440,273       106,369,263  
 
Operating expenses
    34,588,345       39,606,827  
 
Interest expense, net
    3,042,696       5,588,107  
 
   
     
 
Total costs & expenses
    132,071,314       151,564,197  
 
   
     
 
Income before income taxes
    16,867,323       13,695,706  
Income taxes
    6,821,000       5,709,000  
 
   
     
 
Net income
  $ 10,046,323     $ 7,986,706  
 
   
     
 
Net income per common share
  $ 0.42     $ 0.34  
Dividends per common share
  $ 0.06     $ .055  
Weighted average number of common shares outstanding
    23,861,991       23,761,034  

-3-


Table of Contents

PART I — FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.

STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                         
            March 31,   March 31,
            2002   2001
           
 
CASH FLOWS FROM OPERATING ACTIVITIES
               
     
Net income
  $ 10,046,323     $ 7,986,706  
     
Items not affecting use of cash
               
       
Depreciation
    8,438,648       8,515,348  
       
Amortization of excess of cost over fair value of net assets of companies acquired
    0       2,321,343  
       
Amortization of other intangible assets
    267,076       237,149  
     
Cash flow provided by (used for) working capital
               
       
Accounts receivable
    (14,800,995 )     705,457  
       
Inventories
    3,434,512       2,780,941  
       
Prepaid expenses
    2,525,455       (23,844 )
       
Accounts payable and accrued expenses
    (2,308,628 )     (1,634,454 )
 
   
     
 
     
Net cash provided by operating activities
    7,602,391       20,888,646  
CASH FLOWS FROM INVESTING ACTIVITIES
               
     
Additions to property, plant and equipment, net
    (5,366,434 )     (9,437,311 )
     
Other
    406,072       (513,820 )
 
   
     
 
     
Net cash used for investing activities
    (4,960,362 )     (9,951,131 )
CASH FLOWS FROM FINANCING ACTIVITIES
               
     
Long-term debt repayment
    (3,000,000 )     (3,000,000 )
     
Net borrowing (repayment) of credit facility
    1,564,495       (3,195,636 )
     
Cash dividends paid
    (1,431,633 )     (1,296,275 )
     
Proceeds from issuance of common stock
    361,282       189,330  
 
   
     
 
   
Net cash used for financing activities
    (2,505,856 )     (7,302,581 )
 
   
     
 
 
INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS
    136,173       3,634,934  
CASH AND TEMPORARY CASH INVESTMENTS JANUARY 1
    7,074,964       2,177,983  
 
   
     
 
CASH AND TEMPORARY CASH INVESTMENTS MARCH 31
  $ 7,211,137     $ 5,812,917  
 
   
     
 

-4-


Table of Contents

PART I — FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2002

                                               
                                  Accumulative        
                          Additional   Other        
          Comprehensive   Common   Paid-In   Comprehensive   Retained
          Income   Stock   Capital   Income   Income
         
 
 
 
 
December 31, 2001
          $ 14,503,828     $ 217,594,648       ($34,411,755 )   $ 19,839,488  
Net Income
  $ 10,046,323                               10,046,323  
Foreign Currency
                                       
 
Translation
                                       
     
Adjustment
    (2,637,652 )                     (2,637,652 )        
 
   
                                 
Comprehensive
                                       
   
Income
  $ 7,408,671                                  
 
   
                                 
Common Stock
                                       
   
Issued
            19,215       342,067                  
Dividends
                                    (1,431,633 )
 
           
March 31, 2002
          $ 14,523,043     $ 217,936,715       ($37,049,407 )   $ 28,454,178  
 
           

-5-


Table of Contents

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(1) Statement of Accounting Policy

     The accompanying financial statements include the accounts of Myers Industries, Inc. and subsidiaries (Company), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the 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, 2002, and the results of operations and cash flows for the three months ended March 31, 2002 and 2001. Certain amounts in the fiscal 2001 financial statements have been reclassified in order to conform with the fiscal year 2002 presentation.

(2) Supplemental Disclosure of Cash Flow Information

     The Company made cash payments for interest expense of $2,725,000 and $5,906,000 for the three months ended March 31, 2002 and 2001, respectively. Cash payments for income taxes totaled $1,053,000 and $640,000 for the three months ended March 31, 2002 and 2001.

(3) Goodwill and Intangible Assets

     Effective January 1, 2002, the Company adopted the provisions of SFAS No. 141,“Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 141 requires that all business combinations be accounted for by the purchase method and that certain acquired intangible assets be recognized as assets apart from goodwill. No reclassification of intangible assets apart from goodwill was necessary as a result of the Company adopting the new standard.

     Under the provisions of SFAS No. 142, the Company is required to perform a transitional goodwill impairment test within six months of adopting the new standard and to test for impairment on at least an annual basis thereafter. For purposes of transitional impairment testing, the Company determined the fair value of its reporting units using discounted cash flow models and relative market multiples for comparable businesses. The Company compared the fair value of each of its reporting units to their respective carrying values, including related goodwill, which resulted in no impairment loss being recognized.

-6-


Table of Contents

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(3) Goodwill and Intangible Assets (Con’t)

     In accordance with SFAS No. 142, the Company discontinued the amortization of goodwill effective January 1, 2002. Had goodwill amortization not been recorded in the quarter ended March 31, 2001, pretax income would have increased approximately $2.3 million and earnings per share by $.075. For the full year 2001, goodwill amortization reduced income before taxes by approximately $9.2 million and net income per share by $.30.

(4) Segment Information

     The Company’s business units have separate management teams and offer different products and services. Using the criteria of FASB No. 131, these business units have been aggregated into two reportable segments; Distribution of after-market repair products and services and Manufacturing of polymer products. The aggregation of business units is based on management by the chief operating decision maker for the segment as well as similarities of production processes, distribution methods and economic characteristics (e.g. average gross margin and the impact of economic conditions on long-term financial performance).

     The Company’s Distribution segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive underbody repair. The Distribution segment operates domestically through 42 branches located in major cities throughout the United States and in foreign countries through export and businesses in which the Company holds an equity interest.

     The Company’s manufacturing segment designs, manufactures and markets a variety of polymer based plastic and rubber products. These products are manufactured primarily through the molding process in facilities throughout the United States and Europe.

     Sales to external customers for manufactured plastic products were $106.9 million for the three months ended March 31, 2002 while sales of rubber products were $10.3 million. In the prior year, sales of plastic products to external customers were $122.3 million for the quarter ended March 31, 2001 and sales of rubber products were $11.4 million for the same quarter.

     Operating income for each segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing segment operating income general corporate overhead expenses and interest expenses are not included.

-7-


Table of Contents

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(4) Segment Information (Con’t)

                     
        Three Months Ended
        March 31,
       
(In Thousands)   2002   2001

 
 
Net Sales
               
   
Distribution of aftermarket repair products and services
  $ 31,812     $ 31,570  
   
Manufacturing of polymer products
    120,367       136,709  
   
Intra-segment elimination
    (3,240 )     (3,019 )
 
   
     
 
 
  $ 148,939     $ 165,260  
 
   
     
 
Income Before Income Taxes
               
 
Distribution of aftermarket repair products and services
  $ 2,878     $ 2,459  
 
Manufacturing of polymer products
    19,594       19,492  
 
Corporate
    (2,562 )     (2,667 )
 
Interest expense — net
    (3,043 )     (5,588 )
 
   
     
 
 
  $ 16,867     $ 13,696  
 
   
     
 

-8-


Table of Contents

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     Net sales for the quarter ended March 31, 2002 decreased $16.3 million or 10 percent as the Company continued to experience weak demand in its manufacturing segment. Sales in the manufacturing segment were down 12 percent, primarily as a result of lower unit volumes. In addition, soft demand and competition combined to keep significant downward pressure on pricing in most industrial markets served by the Company. Sales in the distribution segment increased one percent as sales of capital equipment improved. The translation effect of foreign currencies, primarily the euro, had only a minor impact by decreasing sales in the manufacturing segment, and total sales, approximately one percent.

     Cost of sales decreased $11.9 million or 11 percent reflecting the lower sales volume in the quarter ended March 31, 2002 compared with the prior year period. Gross profit, expressed as a percent of sales, increased to 36.6 percent compared to 35.6 percent in the prior year. The improvement in gross profit percentage was primarily the result of favorable raw material costs for plastic resins which more than offset additional unabsorbed fixed manufacturing expenses resulting from lower production levels.

     Total operating expenses were reduced $5 million or 13 percent for the quarter compared with the prior year period. The decrease includes $2.3 million related to goodwill amortization in the prior year quarter which did not impact current year results due to the adoption of the new accounting standards (SFAS 141 and 142) for business combinations and goodwill. In addition, cost control efforts combined with generally lower business levels further reduced operating expenses. Excluding the impact of goodwill amortization, operating expenses expressed as a percent of sales increased slightly to 23.2 percent from 22.6 percent in the prior year.

     Net interest expense decreased $2.5 million or 45 percent compared with the prior year quarter. This decrease reflects primarily the impact of lower interest rates, although the Company also received the benefit from lower average borrowing levels in the current year.

     Income taxes as a percent of income before taxes was reduced to 40.4 percent for the quarter ended March 31, 2002 compared to 41.7 percent in the prior year period. This decrease is primarily attributable to the elimination of non-deductible goodwill amortization.

-9-


Table of Contents

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     Cash provided by operating activities was $7.6 million for the quarter ended March 31, 2002 compared with $20.9 million for the same period in the prior year. This decrease was primarily the result of unfavorable changes in working capital during the current period as compared to the prior year quarter. During the quarter, debt was reduced by $2.1 million and debt as a percentage of total capitalization was reduced from 54.9 percent at December 31, 2001 to 54.0 percent. At March 31, 2002, the Company had working capital of $100.4 million and a current ratio of 1.97.

     Capital expenditures for the quarter were $5.4 million and are anticipated to be in the range of $25 million to $30 million for the full year. Management believes that anticipated cash flows from operations and available credit facilities will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital and debt service.

MARKET RISK AND DERIVATIVE FINANCIAL INSTRUMENTS

     The Company has financing arrangements that require interest payments based on floating interest rates. As such, the company’s financial results are subject to change in the market rate of interest. Our objective in managing the exposure to interest rate changes is to limit the volatility and impact of rate changes on earnings while maintaining the lowest overall borrowing cost. At present, the Company has not entered into any interest rate swaps or other derivative instruments to fix the interest rate on any portion of its financing arrangements with floating rates.

     Some of the Company’s subsidiaries operate in foreign countries and, as such, their financial results are subject to the variability that arises from exchange rate movements. The Company believes that foreign currency exchange rate fluctuations do not represent a significant market risk due to the nature of the foreign countries in which we operate, primarily Canada and Western Europe, as well as the size of those operations relative to the total Company.

     The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. As such, the cost of operations is subject to fluctuation as the market for these commodities changes. The Company monitors this risk but currently has no derivative contracts to hedge this risk, however, the Company also has no significant purchase obligations to purchase fixed quantities of such commodities in future periods.

-10-


Table of Contents

PART II — OTHER INFORMATION

MYERS INDUSTRIES, INC.

         
Item 6.   Exhibits and Reports on Form 8-K
 
    (a)   Exhibits
 
        See Exhibit Index page.
 
    (c)   Form 8-K
 
        No Reports on Form 8-K were filed during the quarter.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

         
  MYERS INDUSTRIES, INC.
 
 
5/7/02

Date
  By:   \s\ Gregory J. Stodnick

Gregory J. Stodnick
Vice President-Finance
Financial Officer (Duly Authorized
Officer and Principal Financial
and Accounting Officer)

-11-


Table of Contents

EXHIBIT INDEX

         
  3 (a)   Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to Exhibit (3)(a) to Form 10-Q filed with the Commission on May 17, 1999.
  3 (b)   Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit (3)(ii) to Form 10-Q filed with the Commission on May 14, 1997.
  10 (a)   Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 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(b) to Form 10-K filed with the Commission on March 30, 2001.
  10 (c)   Myers Industries, Inc. Amended and Restated 1992 Stock Option Plan. *Reference is made to Exhibit 10(c) to Form 10-K filed with the Commission on March 30, 2001.
  10 (d)   Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 10(d) to Form 10-K filed with the Commission on March 30, 2001.
  10 (e)   Myers Industries, Inc. 1997 Incentive Stock Plan. Reference is made to Exhibit 10.2 to Form S-8 (Registration Statement No. 333-90367) filed with the Commission on November 5, 1999.*
  10 (f)   Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan.*
  10 (g)   Milton I. Wiskind Supplemental Compensation Agreement. Reference is made to Exhibit 10 to Form 10-Q filed with the Commission on May 14, 1997.*
  10 (h)   Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit 10(h) to Form 10-K filed with the Commission on March 26, 1998.*
  10 (i)   Loan Agreement Between Myers Industries, Inc. and Banc One, Michigan, Agent (f/k/a NBD Bank) Dated as of February 3, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on February 19, 1999.
  10 (j)   First Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of August 2, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on August 13, 1999.
  10 (k)   Annex 1 to First Amendment Loan Agreement, Being the Loan Agreement, as Amended, among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of August 2, 1999. Reference is made to Exhibit 10(c) to Form 8-K filed with the Commission on August 13, 1999.
  10 (l)   Second Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of August 2, 2000. Reference is made to Exhibit 10(l) to Form 10-K filed with the Commission on March 30, 2001.
  10 (m)   Third Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of October 6, 2000. Reference is made to Exhibit 10(m) to Form 10-K filed with the Commission on March 30, 2001.
  10 (n)   Fourth Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of December 31, 2000. Reference is made to Exhibit 10(n) to Form 10-K filed with the Commission on March 30, 2001.


Table of Contents

         
  10 (o)   Fifth Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of August 7, 2001. Reference is made to Exhibit 10(n) to Form 10-Q filed with the Commission on November 13, 2001.
 
  21     Subsidiaries of the Registrant. Reference is made to Exhibit 21 to Form 10-K filed with the Commission on March 27, 2002.


Indicates executive compensation plan or arrangement.