SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
[X] |
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the quarterly period ended September 30, 2006 |
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OR |
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[ ] |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from__________ to__________ |
Commission File Number 1-8524
Myers Industries, Inc.
(Exact name of registrant as specified in its charter)
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Ohio |
34-0778636 |
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1293 South Main Street |
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(330) 253-5592
(Registrant's telephone number, including area code)
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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No .
Indicate by check mark whether the registrant is a large accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer X Non-accelerated filer .
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X .
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class |
Outstanding as of October 31, 2006 |
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Common Stock, without par value |
35,062,253 shares |
Table of Contents
Part I -- Financial Information |
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Item 1. Financial Statements |
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Condensed Statements of Consolidated Financial Position |
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Condensed Statements of Consolidated Income |
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Condensed Statements of Consolidated Cash Flows |
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Condensed Statement of Consolidated Shareholders' Equity |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosure About Market Risk |
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Item 4. Controls and Procedures |
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Part II -- Other Information |
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Item 6. Exhibits |
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Signature |
1
Part I - Financial Information
Item 1. Financial Statements
Myers Industries, Inc.
Condensed Statements of Consolidated Financial Position (Unaudited)
As of September 30, 2006 and December 31, 2005
Assets |
September 30, 2006 |
December 31, 2005 |
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Current Assets |
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Cash |
6,515,862 |
$19,159,220 |
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Accounts receivable-less allowances |
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Inventories |
||||||||
Finished and in-process products |
62,641,226 |
78,114,802 |
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Raw materials and supplies |
32,060,575 |
37,693,510 |
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94,701,801 |
115,808,312 |
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Prepaid expenses |
6,905,031 |
4,409,328 |
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Deferred income taxes |
5,252,878 |
5,252,878 |
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Current assets of discontinued operations |
89,438,372 |
-0- |
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Total Current Assets |
306,496,355 |
289,580,618 |
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Other Assets |
||||||||
Goodwill |
162,214,948 |
263,883,274 |
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Patents and other intangible assets |
6,374,677 |
11,739,163 |
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Other |
3,221,902 |
4,335,084 |
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Long term assets of discontinued operations |
34,020,389 |
-0- |
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205,831,916 |
279,957,521 |
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Property, Plant and Equipment, at Cost |
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Land |
4,720,100 |
8,477,973 |
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Buildings and leasehold improvements |
78,637,457 |
90,641,676 |
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Machinery and equipment |
331,941,433 |
394,800,272 |
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415,298,990 |
493,919,921 |
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Less allowances for depreciation and |
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154,020,823 |
195,721,782 |
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$666,349,094 |
$765,259,921 |
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See notes to unaudited condensed consolidated financial statements.
2
Part I - Financial Information
Myers Industries, Inc.
Condensed Statements of Consolidated Financial Position (Unaudited)
As of September 30, 2006 and December 31, 2005
Liabilities and Shareholders' Equity |
September 30, 2006 |
December 31, 2005 |
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Current Liabilities |
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Accounts payable |
$51,570,075 |
$67,838,604 |
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Accrued expenses |
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Employee compensation |
16,290,957 |
28,979,004 |
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Taxes, other than income taxes |
3,165,917 |
2,558,217 |
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Accrued interest |
2,205,306 |
1,175,193 |
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Other |
13,650,198 |
24,783,252 |
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Current portion of long-term debt |
3,508,069 |
3,240,821 |
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Current liabilities of discontinued operations |
36,626,978 |
-0- |
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Total Current Liabilities |
127,017,500 |
128,575,091 |
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Long-term Debt, less current portion |
221,610,461 |
249,523,633 |
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Other Liabilities |
5,739,500 |
12,667,000 |
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Deferred Income Taxes |
36,091,592 |
35,092,826 |
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Long term liabilities of discontinued operations |
8,532,420 |
-0- |
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Shareholders' Equity |
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Serial Preferred Shares |
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Common Shares, without par value |
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Additional paid-in capital |
270,068,635 |
267,562,138 |
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Accumulated other comprehensive |
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Retained (deficit) income |
(36,282,229 |
) |
52,174,705 |
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267,357,621 |
339,401,371 |
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$666,349,094 |
$765,259,921 |
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See notes to unaudited condensed consolidated financial statements.
3
Part I - Financial Information
Myers Industries, Inc.
Condensed Statements of Consolidated Income (Unaudited)
For The Three Months Ended |
For The Nine Months Ended |
September 30, |
September 30, |
September 30, |
September 30, |
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2006 |
2005 |
2006 |
2005 |
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Net sales |
$185,838,030 |
$174,000,174 |
$585,654,483 |
$545,869,972 |
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Cost of sales |
138,818,264 |
130,447,525 |
429,868,029 |
414,244,244 |
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Gross profit |
47,019,766 |
43,552,649 |
155,786,454 |
131,625,728 |
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Selling and administrative expenses |
36,100,274 |
32,416,881 |
109,195,571 |
97,189,651 |
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Operating income |
10,919,492 |
11,135,768 |
46,590,883 |
34,436,077 |
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Interest expense, net |
4,022,429 |
3,761,331 |
12,173,246 |
11,462,241 |
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Income from continuing operations before income taxes |
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Income taxes |
2,662,960 |
3,230,546 |
13,038,470 |
9,491,596 |
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Income from continuing operations |
4,234,103 |
4,143,891 |
21,379,167 |
13,482,240 |
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Income (loss) from discontinued operations, net of tax |
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Income (loss) per common share |
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Basic |
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Continuing operations |
$.12 |
$.12 |
$.61 |
$.39 |
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Discontinued |
.05 |
.02 |
(2.99 |
) |
.12 |
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Net income (loss) |
$.17 |
$.14 |
$(2.38 |
) |
$.51 |
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Diluted |
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Continuing operations |
$.12 |
$.12 |
$.61 |
$.39 |
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Discontinued |
.05 |
.02 |
(2.98 |
) |
.12 |
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Net income (loss) |
$.17 |
$.14 |
$(2.37 |
) |
$.51 |
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See notes to unaudited condensed consolidated financial statements.
4
Part I - Financial Information
Myers Industries, Inc.
Condensed Statements of Consolidated Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2006 and 2005
September 30, 2006 |
September 30, 2005 |
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Cash Flows From Operating Activities |
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Net (loss) income |
$(83,124,218 |
) |
$17,865,574 |
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Net loss (income) of discontinuing operations |
104,503,385 |
(4,383,334 |
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Items not affecting use of cash |
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Depreciation |
20,294,920 |
21,304,824 |
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Amortization of other intangible assets |
1,318,936 |
1,458,791 |
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Non cash stock compensation |
300,621 |
-0- |
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Deferred taxes |
(43,923 |
) |
194,461 |
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Cash flow provided by (used for) working capital |
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Accounts receivable |
(2,201,852 |
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(8,648,543 |
) |
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Inventories |
1,397,398 |
10,772,473 |
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Prepaid expenses |
(2,945,659 |
) |
1,490,256 |
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Accounts payable and accrued expenses |
(1,730,681 |
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1,649,294 |
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Net cash provided by operating activities of continuing operations |
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Net cash provided by operating activities of discontinued operations |
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Net cash provided by operating activities |
44,669,430 |
52,980,026 |
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Cash Flows From Investing Activities |
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Additions to property, plant and |
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Other |
609,564 |
(1,824,411 |
) |
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Net cash used for investing activities of continuing operations |
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Net cash used for investing activities of discontinued operations |
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) |
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Net cash used for investing activities |
(8,104,046 |
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(18,640,354 |
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Cash Flows From Financing Activities |
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Net borrowing (repayment) of credit facility |
(26,536,004 |
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(14,348,956 |
) |
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Cash dividends paid |
(5,332,717 |
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(5,207,279 |
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Proceeds from issuance of common stock |
2,059,364 |
1,129,430 |
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Tax benefit from options exercised |
290,000 |
-0- |
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Deferred financing costs |
-0- |
(262,499 |
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Net cash used for financing activities of continuing operations |
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Net cash used for financing activities of discontinued operations |
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Net cash used for financing activities |
(29,758,861 |
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(18,836,711 |
) |
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Foreign Exchange Rate Effect on Cash |
641,952 |
(1,389,282 |
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Net increase in cash |
7,448,475 |
14,113,679 |
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Cash at January 1 |
19,159,220 |
8,018,623 |
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Cash at September 30 ($20,091,833 included |
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See notes to unaudited condensed consolidated financial statements.
5
Part I - Financial Information
Myers Industries, Inc.
Condensed Statement of Consolidated Shareholders' Equity (Unaudited)
For the Nine Months Ended September 30, 2006
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Accumulative |
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December 31, 2005 |
$21,188,831 |
$267,562,138 |
($1,524,303 |
) |
$52,174,705 |
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Net (loss) |
-0- |
-0- |
-0- |
(83,124,218 |
) |
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Foreign currency |
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Common Stock |
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Stock based |
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Tax benefit |
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Dividends - $.1525 per share |
-0- |
-0- |
-0- |
(5,332,716 |
) |
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September 30, 2006 |
$21,332,319 |
$270,068,635 |
$12,238,896 |
$(36,282,229 |
) |
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See notes to unaudited condensed consolidated financial statements.
6
Part I - Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Statement of Accounting Policy
The accompanying financial statements include the accounts of Myers Industries, Inc. and 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 September 30, 2006, and the results of operations and cash flows for the three months and nine months ended September 30, 2006 and 2005. The results of operations for the nine months ended September 30, 2006 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2006.
Certain items previously reported in specific financial statement captions have been reclassified to conform with the 2006 presentation.
Subsequent Event
On October 26, 2006, the Company entered into a Second Amended and Restated Loan Agreement (the Credit Agreement) which amends the Company's existing revolving credit facility. The new Credit Agreement increases the maximum available borrowing from $225 million to $250 million and extends the termination date from February 27, 2009 to October 26, 2011.
Discontinued Operations
In the third quarter of 2006, the Company's Board of Directors approved the divestiture of the Company's Material Handling - Europe business segment. On October 20, 2006, the Company entered into a definitive agreement to sell these businesses and expects to complete the sale in the fourth quarter of 2006. The closing of the transaction is subject to customary European Union competition review and approval and other conditions of closing.
In accordance with U.S. generally accepted accounting principles, the operating results related to these businesses have been included in discontinued operations in the Company's condensed statements of consolidated income for all periods presented, and the net assets related to these businesses have been presented as discontinued operations in the condensed statement of consolidated financial position as of September 30, 2006.
These discontinued operations generated sales of $39.5 million and $37.0 million and net income of $1.8 million and $802,000 for the three months ended September 30, 2006 and 2005, respectively. These discontinued operations generated sales of $122.7 million and $126.4 million for the nine months ended September 30, 2006 and 2005, respectively. For the nine months ended September 30, 2006, these discontinued businesses had a net loss of $104.5 million, which included a goodwill impairment charge of $109.8 million, compared with net income of $4.4 million for the nine months ended September 30, 2005.
7
Part I - Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Net assets related to discontinued operations at September 30, 2006 were $78.0 million and consisted of the following:
(In thousands) |
September 30, 2006 |
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Cash |
$20,092 |
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Receivables, net |
43,917 |
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Inventories |
21,474 |
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Prepaid expenses |
2,708 |
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Deferred income taxes |
1,248 |
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Property, plant and equipment, net |
29,447 |
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Intangible assets and other |
4,274 |
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Total assets |
123,160 |
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Accounts payable |
$19,801 |
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Accrued expenses |
16,305 |
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Debt |
1,435 |
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Deferred income taxes |
691 |
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Other long term liabilities |
6,928 |
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Total liabilities |
45,160 |
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Net assets |
$78,000 |
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Goodwill
In the quarter ended June 30, 2006, a non-cash, non-tax deductible goodwill impairment charge of $109.8 million was recognized in the Company's Material Handling - Europe business segment. During the second quarter of 2006, the Company determined that the European businesses in its Material Handling - Europe business segment were not core to the Company's long term growth strategy and, accordingly, began evaluating the strategic options of these businesses. As a result of this evaluation and taking into consideration the economic factors and evolution of business conditions in Europe, it became necessary for the Company to perform an interim goodwill impairment test in accordance with Statement of Accounting Standards No. 142, "Goodwill and Other Intangible Assets." In performing this analysis, the fair value of the reporting unit was based on estimated proceeds from a potential sale and the implied fair value of goodwill was estimated by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value. As a result of this analysis, all of the recorded goodwill in the reporting unit was determined to be impaired and, accordingly, the Company recorded a $109.8 million impairment as of June 30, 2006, which is included in the results of discontinued operations in the accompanying condensed statements of consolidated income.
8
Part I - Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
The change in goodwill for the nine months ended September 30, 2006 is as follows:
(Amount in thousands) |
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Balance at |
Acquisitions |
Foreign |
Impairment |
Balance at |
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Distribution |
$214 |
$0 |
$0 |
$0 |
214 |
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Material Handling - North America |
30,383 |
0 |
0 |
0 |
30,383 |
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Material Handling - Europe |
101,668 |
0 |
8,155 |
(109,823 |
) |
-0- |
Automotive and Custom |
60,074 |
0 |
0 |
0 |
60,074 |
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Lawn and Garden |
71,544 |
0 |
0 |
0 |
71,544 |
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Total |
$263,883 |
$0 |
$8,155 |
$(109,823 |
) |
162,215 |
Net Income Per Share
Net income (loss) per share, as shown on the Condensed Statement of Consolidated Income, is determined on the basis of the weighted average number of common shares outstanding during the period as follows:
Stock Compensation
In 1999, the Company and its shareholders adopted the 1999 Stock Plan allowing the Board of Directors to grant key employees and Directors various types of stock based awards including stock options, restricted stock and stock appreciation rights. In general, options granted and outstanding vest over time and expire ten years from the date of grant. At September 30, 2006, there were 1,192,328 shares available for future grant under the Plan.
On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (Revised 2004), ("SFAS 123R"), Share-Based Payment, which requires the Company to measure all employee stock-based compensation awards using a fair value method and record the related expense in the financial statements. The Company elected to use the modified prospective transition method. The modified prospective transition method requires that compensation cost be recognized in the financial statements for all awards granted after the date of adoption as well as for existing awards for which the requisite service has not
9
Part I - Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
been rendered as of the date of adoption and requires that prior periods not be restated. All periods presented prior to January 1, 2006 were accounted for in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees".
In November 2005, the FASB issued FSP No. 123R-3 ("FSP 123R-3"), Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards to provide an alternative transition election related to accounting for the tax effects of share-based payment awards to employees to the guidance provided in Paragraph 81 of SFAS 123R. An entity may take up to one year from the initial adoption of SFAS 123R to evaluate its available transition alternatives and make its one-time election. Until and unless an entity elects the transition method described in FSP 123R-3, the entity should follow the transition method described in Paragraph 81 of SFAS 123R. SFAS 123R requires an entity to calculate the pool of excess tax benefits available to absorb tax deficiencies recognized subsequent to adoption of Statement 123R (termed the "APIC Pool"). The Company is currently evaluating which transition method it will use for calculating its APIC Pool.
The adoption of SFAS 123R reduced income before taxes approximately $301,000 for the nine months ended September 30, 2006 but did not materially impact income in the three months ended September 30, 2006. These expenses are included in selling and administrative expenses in the accompanying Condensed Statement of Consolidated Income. Total unrecognized compensation cost related to non-vested share based compensation arrangements at September 30, 2006 was approximately $4.0 million, which will be recognized over the next four years.
The following table illustrates the effect on income and income per share from continuing operations as if we had applied the fair value recognition provisions of SFAS No. 123R to stock-based employee compensation in prior periods presented.
Three Months Ended |
Nine Months Ended |
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(In thousands, except per share amounts) |
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Income from continuing operations as reported |
$4,144 |
$13,482 |
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Stock option compensation as reported, net of tax |
0 |
0 |
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Fair value of stock option compensation net of tax |
45 |
167 |
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Proforma income from continuing operations |
$4,099 |
$13,315 |
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Income per common share from continuing operations: |
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Basic and diluted as reported |
$.12 |
$.39 |
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Basic and diluted proforma |
.12 |
.38 |
During 2006, the Company granted 382,800 options with an exercise price equal to the closing price of the Company's stock on the date of the grant. These options vest ratably over a three year period and expire ten years from the date of grant. The average fair value of the options granted was $5.95. This value was estimated at the date of grant using a Black Scholes option pricing model with the following weighted average assumptions:
10
Part I - Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Risk free interest rate |
4.7% |
|
Expected dividend yield |
1.2% |
|
Expected life of award (years) |
6 |
|
Expected volatility |
31.6% |
The risk free interest rate is based on zero coupon U.S. Treasury strips. The expected dividend yield is based on the Company's historical dividend yield. The expected lives of the awards are based on the historical exercise patterns and the term of the options. The expected volatility is derived from changes in the Company's historical common stock prices over a timeframe similar to the expected life of the awards.
The following table summarizes the stock option activity for the period ended September 30, 2006:
Shares |
Average |
Weighted |
Aggregate |
||||||||||||||
Outstanding at December 31, 2005 |
684,636 |
$9.58 |
|||||||||||||||
Options Granted |
382,800 |
16.95 |
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Options Exercised |
(219,845 |
) |
8.40 |
||||||||||||||
Cancelled or Forfeited |
(39,096 |
) |
9.49 |
||||||||||||||
Outstanding at September 30, 2006 |
808,495 |
13.40 |
8.76 |
$2,910,582 |
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Exercisable at September 30, 2006 |
230,273 |
$9.95 |
7.88 |
$1,623,425 |
In addition, during 2006, the Company issued 61,000 shares of restricted stock which has a four year vesting period. The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The total intrinsic value of the options exercised during the nine months ended September 30, 2006 and 2005 was approximately $1.6 million and $351,000, respectively.
Inventory
In November 2004, the FASB issued SFAS No. 151 ("SFAS 151"), Inventory Costs - an amendment of ARB No. 43, Chapter 4. SFAS 151 requires abnormal amounts of idle facility expense, freight, handling costs, spoilage to be recognized as current period charges. SFAS 151 also requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The adoption of SFAS 151 by the Company as of January 1, 2006, did not have a material effect on the Company's financial condition, results of operations or cash flows.
Recent Pronouncements
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109." This Interpretation provides accounting guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as well as additional disclosures related to these tax positions. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently assessing the effect of FIN No. 48 on its consolidated financial statements.
11
Part I - Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Supplemental Disclosure of Cash Flow Information
The Company made cash payments for interest of $2,771,000 and $2,357,000 for the three months ended September 30, 2006 and 2005, respectively. Cash payments for interest totaled $8,761,000 and $10,139,000 for the nine months ended September 30, 2006 and 2005, respectively. Cash payments for income taxes totaled $5,028,000 and $641,000 for the three months ended September 30, 2006 and 2005, respectively. Cash payments for income taxes were $17,707,000 and $9,444,000 for the nine months ended September 30, 2006 and 2005, respectively.
Comprehensive Income
An unaudited summary of comprehensive income for the three months and nine months ended September 30, 2006 and 2005 was as follows:
Retirement Plans
12
Part I - Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
The Company previously disclosed in its financial statements for the year ended December 31, 2006, that it did not expect to make a contribution to its domestic defined benefit plans and, as of September 30, 2006, no contributions have been made.
Contingencies
In July 2004, the Company reported to four U.S. governmental agencies certain business practices which were believed to be in violation of certain laws. An independent investigation was conducted by our Audit Committee using outside legal counsel and the results of the investigation were provided to the agencies. The U.S. Department of Justice determined not to proceed against the Company or its employees. The Bureau of Industry and Security notified the Company that it had completed its investigation and decided not to refer the matter for criminal or administrative prosecution and closed the matter by issuing a warning letter. We are voluntarily working with the SEC and the Office of Foreign Asset Control to settle any enforcement issues arising from these matters, however, we cannot reasonably estimate the potential liability and, therefore, we have not recorded any provision for settlement. Management believes that any liability, although possible, will not have a material effect on our consolidated financial position, results of operations or cash flows.
Segment Information
The Company's business units have separate management teams and offer different products and services. Using the criteria of SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", these business units have been aggregated into five reportable business segments. These include four manufacturing segments encompassing a diverse mix of plastic and rubber products: 1) Material Handling - North America, 2) Material Handling - Europe, 3) Automotive and Custom, and 4) Lawn and Garden. The fifth segment is Distribution of tire, wheel, and undervehicle service products. The aggregation of operating business segments is based on management by the chief operating decision maker for the segment as well as similarities of products, production processes, distribution methods and economic characteristics.
Operating income for each business segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing business segment operating income, general corporate overhead expenses and interest expenses are not included.
13
Part I - Financial Information
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
14
Part I - Financial Information
Net interest expense for the quarter ended September 30, 2006 was $4.0 million, an increase of 7 percent compared to $3.8 million in the prior year. For the nine months ended September 30, 2006, net interest expense was $12.2 million, an increase of 6 percent from the prior year. For both the quarter and year to date periods, the increase in current year expense reflects higher interest rates which more than offset lower average borrowing levels.
The Company's income from continuing operations income tax rate as a percent of pretax income for the quarter ended September 30, 2006 decreased to 38.6 percent from 43.8 percent in the prior year. For the nine month periods, the effective tax rate was 37.9 percent in 2006 compared to 41.3 percent in the prior year. The higher effective rate in the prior year periods was primarily the result of additional income tax expense recorded in the third quarter related to repatriation of $4.4 million in dividends from foreign subsidiaries pursuant to the American Jobs Creation Act of 2004.
Business Segment Results
Distribution Segment
Sales in the Distribution Segment for the quarter ended September 30, 2006 were $50.7 million, an increase of 3 percent compared to the prior year. For the nine month period, sales in the current year were $147.4 million, an increase of 5 percent compared to $140.8 million in 2005. The increased sales reflect higher selling prices and increased volume of both equipment and consumable supplies.
Income before taxes was $5.8 million in the third quarter of 2006, an increase of 5 percent compared to $5.5 million in the prior year. Increased sales of higher margin supplies and improved performance from the segment's export and international branch operations were the primary reason for the current year increase. For the nine months ended September 30, 2006, income before taxes increased 11 percent to $16.1 million compared to $14.5 million in the prior year, a result of the shift in sales to higher margin supplies combined with ongoing cost controls and the improved performance of the export and international business.
Material Handling -- North America
Sales in the Material Handling -- North America segment were $59.8 million for the quarter ended September 30, 2006, an increase of $11.2 million or 23 percent compared to the $49.4 million reported in 2005. For the nine months ended September 30, 2006, sales were $181.9 million, an increase of 18 percent compared to the $154.5 million reported in the prior year. The increase in sales for both the quarter and year to date periods was a combination of strong volume increases and higher selling prices implemented through most product lines and markets.
Income before taxes in the third quarter of 2006 was $7.4 million, an increase of 54 percent compared the $4.8 million reported in the third quarter of 2005. For the nine months ended September 30, 2006, income before taxes was $24.2 million, an increase of 122 percent compared to the $10.9 million reported in the first half of 2005. The increased profitability in both periods primarily reflects improved gross margins as a more favorable product mix and gains from strategic price increases more than offset the impact of higher plastic raw material costs. On average, raw material plastic resin prices were approximately 25 percent higher in the quarter and 20 percent higher for the nine months ended September 30, 2006 compared with the prior year periods.
Automotive and Custom
In the Automotive and Custom Segment, sales for the third quarter of 2006 were $49.8 million, essentially flat compared to the $49.2 million reported in the prior year. A slowdown in sales to automotive and recreational vehicle markets was offset by gains in heavy truck, construction and other niche markets. For the nine month period, 2006 sales in the segment were $154.5 million, an increase of 5 percent compared to the $146.9 million reported in 2005 on the strength of generally higher selling prices.
Income before taxes for the third quarter of 2006 was $3.4 million, an increase of 38 percent compared to the $2.5 million reported in 2005. For the nine months ended September 30, 2006 income before taxes was $12.0 million, an increase of 34 percent from $9.0 million in the prior year. The improvement in profitability was due to higher margins resulting from increased selling prices combined with cost controls and related productivity gains.
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Part I - Financial Information
Lawn and Garden
In the Lawn and Garden Segment, sales in the quarter ended September 30, 2006 were $31.4 million, a decrease of 9 percent from the $34.5 million in the prior year. For the nine month period, current year sales were $119.7 million, a decrease of 4 percent from the $124.9 reported in 2005. The reduction in sales was primarily volume driven as weather conditions in the South and Midwest regions resulted in low demand from growers for certain product lines throughout the first half of the year. In the third quarter, volume further slowed as major retailers changed the timing of their spring garden programs which delayed forecasting and buying patterns of growers and is expected to push some sales into the fourth quarter.
The lawn and garden segment recorded a loss before taxes of $2.0 million for the quarter ended September 30, 2006 compared with income before taxes of $2.3 million in the prior year quarter. For the nine months ended September 30, 2006, income before taxes was $6.9 million, a decrease of 37 percent from the $10.9 million for the same period in 2005. The decrease in quarter and year to date profitability was due to the reduction in unit volumes experienced throughout the year combined with costs incurred to relocate production of certain product lines to lower cost, strategically located facilities which will reduce freight costs and improve customer service in future periods.
Discontinued Operations
Material Handling -- Europe
In the third quarter of 2006, the Company's Board of Directors approved the divestiture of the Company's Material Handling -- Europe business segment. On October 20, 2006, the Company entered into a definitive agreement to sell those businesses and expects to complete the sale in the fourth quarter of 2006. The closing of this transaction is subject to customary European Union competition review and approval and other conditions of closing. In accordance with U.S. generally accepted accounting principles, the operating results related to these businesses have been included in discontinued operations in the Company's consolidated statements of income for all periods presented.
As a result of the decision to divest these businesses and taking into consideration the economic factors and business conditions in Europe it became necessary to perform an interim goodwill impairment test in accordance with Statement of Accounting Standards No. 142, "Goodwill and Other Intangible Assets." In performing this analysis, the fair value of the reporting unit was based on estimated proceeds from a potential sale and the implied fair value of goodwill was estimated by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value. As a result of this analysis, all of the recorded goodwill of the reporting unit was determined to be impaired and, accordingly, the Company recorded a $109.8 million impairment charge in the quarter ended June 30, 2006.
For the quarter ended September 30, 2006, these discontinued operations generated sales of $39.5 million, an increase of 7 percent from the $37.0 million reported in the prior year. Approximately $1.7 million, or 68% of this increase, was due to the favorable impact of foreign currency translation. For the nine months ended September 30, 2006, sales were $122.7 million, a decrease of 3 percent compared to the $126.4 million reported in 2005. For the nine month period, the translation of foreign currencies did not have a significant effect on sales between years.
For the quarter ended September 30, 2006, income before taxes from discontinued operations was $2.1 million, an increase of $1.2 million compared to income of $917,000 reported in the prior year. The segment reported a loss before income taxes of $104.0 million for the nine months ended September 30, 2006 which includes the goodwill impairment charge of $109.8 million. Excluding the goodwill impairment, income before taxes in the nine months of 2006 was $5.8 million, an increase of 29 percent compared to the $4.5 million reported in the prior year. Improvement in lower operating expenses and higher selling prices in some product lines offset the impact of lower sales volumes.
Liquidity and Capital Resources
Cash provided from operating activities of continuing operations was $37.8 million for the nine months ended September 30, 2006 compared with $41.7 million in the prior year. The decrease of $3.9 million in cash provided by operating activities was primarily due to changes in cash flow used for working capital changes which offset the increase of $7.9 million in income from continuing operations. Depreciation and other non cash expenses were $21.6 million in
16
Part I - Financial Information
the current year compared with $22.8 million in 2005 but cash used for working capital was $5.5 million in the nine months ended September 30, 2006 compared to cash provided by working capital of $5.3 million in the prior year. The decrease in cash provided by working capital reflects a reduction of $9.4 million in cash provided by inventories as
current year inventories have been relatively stable while the prior year included a substantial reduction of inventories built up at 2004 yearend to protect against price increases. Offsetting the decrease in working capital provided by inventories was a reduction of $6.4 million in cash used for accounts receivable as the Company was successful in reducing the average collection period. In addition, in 2006 the Company has used cash of $2.9 million for prepaid expenses, compared with cash provided of $1.5 million for the same period in 2005. Total debt at September 30, 2006 was $225.1 million, a reduction of $27.7 million from $252.8 million at December 31, 2005. At September 30, 2006, the Company had working capital of $179.5 million and a current ratio of 2.4, which represents a slight improvement compared to the prior yearend.
In October 2006, the Company entered into an amendment and restatement of its revolving credit agreement (the Credit Agreement) with a group of banks. The amended Credit Agreement increases the maximum available borrowings from $225 million to $250 million and has a five year term which expires October 26, 2011. The Company believes it is in compliance with all of the covenants of the Credit Agreement as amended. As of September 30, 2006, the weighted average interest rate on borrowings was 6.25% and the Company had approximately $133 million available under the terms of the Credit Agreement.
Capital expenditures for the nine months ended September 30, 2006 were $8.6 million and are expected to be in the range of $15 to $20 million for the year. Cash flows from operations and funds available under the Credit Agreement will provide the Company's primary source of financing. Management believes that 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.
Recent Pronouncements
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109." This Interpretation provides accounting guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as well as additional disclosures related to these tax positions. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently assessing the effect of FIN No. 48 on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, rather it applies under existing accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Myers Industries Inc. is currently evaluating the impact of adoption of SFAS No. 157 on the consolidated financial statements.
On September 29, 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS No. 158 requires an employer that sponsors one or more defined benefit pension plans or other postretirement plans to 1) recognize the funded status of a plan, measured as the difference between plan assets at fair value and the benefit obligation, in the balance sheet; 2) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost; 3) measure defined benefit plan assets and obligations as of the date of the employer's fiscal year-end balance sheet; and 4) disclose in the notes to the financial statements additional information about the effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. SFAS No. 158 will be applied prospectively for fiscal years ending after December 15, 2006. We are currently assessing the impact SFAS No. 158 will have on our consolidated financial statements.
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Part I - Financial Information
In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" (SAB 108"). SAB 108 provides guidance on how prior year misstatements should be taken into consideration when quantifying misstatements in current year financial statements for purposes of determining whether the current year's financial statements are materially misstated. SAB 108 permits registrants to record the cumulative effect of initial adoption by recording the necessary "correcting" adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings only if material under the dual method. SAB 108 is effective for fiscal years ending on or after November 15, 2006. Myers Industries, Inc. is currently evaluating the impact of adoption of SAB 108 on the consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The Company has financing arrangements that require interest payments based on floating interest rates. As such, the Company's financial results are subject to changes in the market rate of interest. Our objective in managing
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Part I - Financial Information
controls and procedures. Based on the foregoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.
There has been no change in the Company's internal controls over financial reporting during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
19
Part II - Other Information
(a) Exhibits
Exhibit Index
10(o) |
Employment Agreement between Myers Industries, Inc. and Kevin C. O'Neil dated August 21, 2005. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on November 4, 2005.* |
10(p) |
Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (Kevin C. O'Neil) effective August 21, 2005. Reference is made to Exhibit 10(p) to Form 10-K filed with the Commission on March 16, 2006.* |
10(q) |
Separation Agreement between Myers Industries, Inc. and Kevin C. O'Neil dated August 8, 2006. Reference is made to Exhibit 10(q) filed with the Commission on August 9, 2006.* |
10(r) |
Retirement and Separation Agreement between Myers Industries, Inc. and Stephen E. Myers effective May 1, 2005. Reference is made to Exhibit 10(k) to Form 10-Q filed with the Commission on August 10, 2005.* |
10(s) |
Form of Stock Option Grant Agreement. Reference is made to Exhibit 10(r) to Form 10-K filed with the Commission on March 16, 2005.* |
10(t) |
Second Amended and Restated Loan Agreement between Myers Industries, Inc. and JP Morgan Chase Bank, Agent dated as of October 26, 2006. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on October 31, 2006. |
10(u) |
Note Purchase Agreement between Myers Industries, Inc. and the Note Purchasers, dated December 12, 2003, regarding the issuance of (i) $65,000,000 of 6.08% Series 2003-A Senior Notes due December 12, 2010, and (ii) $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(v) |
Myers Industries, Inc. Non-Employee Board of Directors Compensation Arrangement. Reference is made to Exhibit 10(w) to Form 10-K filed with the Commission on March 16, 2006. * |
10(w) |
Sale and Purchase Agreement between Myers Industries, Inc. and LINPAC Material Handling Limited, dated October 20,2006. |
14(a) |
Myers Industries, Inc. Code of Business Conduct and Ethics. Reference is made to Exhibit 14(a) to Form 10-K filed with the Commission on March 16, 2005. |
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 filed with the Commission on March 16, 2005. |
21 |
List of Direct and Indirect Subsidiaries, and Operating Divisions, of Myers Industries, Inc. |
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 2003. |
31(b) |
Certification of Donald A. Merril, Vice President (Chief Financial Officer) of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2003. |
32 |
Certifications of John C. Orr Myers, President and Chief Executive Officer, and Donald A. Merril, Vice President (Chief Financial Officer), of Myers Industries, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURE |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this |
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MYERS INDUSTRIES, INC. |
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Date: |
November 9, 2006 |
By: |
/s/ Donald A. Merril |
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Donald A. Merril |
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Vice President and Chief Financial |
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Officer (Duly Authorized Officer |
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and Principal Financial and |
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Accounting Officer) |