Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
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þ |
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2010
OR
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o |
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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 1-8524
Myers Industries, Inc.
(Exact name of registrant as specified in its charter)
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Ohio
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34-0778636 |
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification
Number) |
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1293 South Main Street
Akron, Ohio
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44301 |
(Address of principal executive offices)
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(Zip code) |
(330) 253-5592
(Registrants 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 þ No o
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes o No o
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer o (Do not check if a smaller reporting
company) |
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
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Class
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Outstanding as of April 30, 2010 |
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Common Stock, without par value
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35,306,330 shares |
Part I Financial Information
Item 1. Financial Statements
Myers Industries, Inc.
Condensed Statements of Consolidated Financial Position
As of March 31, 2010 (Unaudited) and December 31, 2009
(Dollars in thousands)
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March 31, 2010 |
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December 31, 2009 |
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Assets |
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Current Assets |
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Cash |
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$ |
8,789 |
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$ |
4,728 |
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Accounts receivable-less allowances
of $3,959 and $4,402 respectively |
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103,851 |
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86,674 |
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Inventories |
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Finished and in-process products |
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62,857 |
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65,522 |
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Raw materials and supplies |
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33,722 |
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34,679 |
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96,579 |
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100,201 |
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Prepaid expenses |
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6,130 |
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8,612 |
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Deferred income taxes |
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6,341 |
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6,333 |
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Total Current Assets |
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221,691 |
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206,548 |
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Other Assets |
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Goodwill |
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112,105 |
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111,927 |
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Intangible assets |
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19,652 |
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20,003 |
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Other |
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16,080 |
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13,070 |
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147,837 |
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145,000 |
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Property, Plant and Equipment, at Cost |
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Land |
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3,989 |
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3,989 |
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Buildings and leasehold improvements |
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53,305 |
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53,283 |
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Machinery and equipment |
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374,535 |
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370,042 |
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431,829 |
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427,314 |
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Less allowances for depreciation and
amortization |
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(275,173 |
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(268,896 |
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156,656 |
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158,418 |
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$ |
526,185 |
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$ |
509,966 |
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See notes to unaudited condensed consolidated financial statements.
1
Part I Financial Information
Myers Industries, Inc.
Condensed Statements of Consolidated Financial Position
As of March 31, 2010 (Unaudited) and December 31, 2009
(Dollars in thousands, except share
data)
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March 31, 2010 |
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December 31, 2009 |
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Liabilities and Shareholders Equity |
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Current Liabilities |
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Accounts payable |
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$ |
57,837 |
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$ |
63,916 |
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Accrued expenses
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Employee compensation |
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13,768 |
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14,008 |
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Income taxes |
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7,378 |
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6,405 |
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Taxes, other than income taxes |
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1,301 |
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1,187 |
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Accrued interest |
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1,981 |
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397 |
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Other |
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15,977 |
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17,687 |
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Current portion of long-term debt |
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65,425 |
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65,425 |
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Total Current Liabilities |
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163,667 |
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169,025 |
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Long-term Debt, less current portion |
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54,610 |
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38,890 |
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Other Liabilities |
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5,692 |
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5,682 |
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Deferred Income Taxes |
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38,578 |
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38,371 |
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Shareholders Equity |
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Serial Preferred Shares
(authorized 1,000,000 shares) |
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-0- |
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-0- |
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Common Shares, without par value
(authorized 60,000,000 shares;
outstanding 35,292,830 and
35,286,129 shares, respectively) |
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21,478 |
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21,474 |
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Additional paid-in capital |
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279,468 |
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278,894 |
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Accumulated other comprehensive income |
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8,618 |
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6,777 |
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Retained deficit |
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(45,926 |
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(49,147 |
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263,638 |
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257,998 |
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$ |
526,185 |
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$ |
509,966 |
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See notes to unaudited condensed consolidated financial statements.
2
Part I Financial Information
Myers Industries, Inc.
Condensed Statements of Consolidated Income (Unaudited)
For the Three Months Ended March 31, 2010 and March 31, 2009
(Dollars in thousands, except per share data)
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For The Three Months Ended |
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March 31, |
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March 31, |
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2010 |
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2009 |
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Net sales |
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$ |
186,422 |
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$ |
182,689 |
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Cost of sales |
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141,510 |
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127,209 |
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Gross profit |
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44,912 |
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55,480 |
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Selling, general and administrative
expenses |
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34,431 |
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41,584 |
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Impairment charges |
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-0- |
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1,271 |
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Operating income |
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10,481 |
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12,625 |
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Interest expense, net |
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1,800 |
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2,401 |
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Income from continuing operations before
income taxes |
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8,681 |
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10,224 |
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Income taxes |
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3,151 |
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3,967 |
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Income from continuing operations |
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5,530 |
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6,257 |
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Loss from discontinued
operations, net of tax |
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-0- |
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(1,155 |
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Net income |
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$ |
5,530 |
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$ |
5,102 |
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Income (loss) per common share |
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Basic |
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Continuing operations |
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$ |
.16 |
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$ |
.18 |
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Discontinued
operations |
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-0- |
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(.03 |
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Net income per common share |
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$ |
.16 |
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$ |
.14 |
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Diluted |
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Continuing operations |
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$ |
.16 |
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$ |
.18 |
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Discontinued operations |
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-0- |
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(.03 |
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Net income per common share |
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$ |
.16 |
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$ |
.14 |
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See notes to unaudited condensed consolidated financial statements.
3
Part I Financial Information
Myers Industries, Inc.
Condensed Statements of Consolidated Cash Flows (Unaudited)
For the Three Months Ended March 31, 2010 and 2009
(Dollars in thousands)
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March 31, 2010 |
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March 31, 2009 |
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Cash Flows From Operating Activities |
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Net income |
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$ |
5,530 |
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$ |
5,102 |
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Loss from discontinued operations |
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-0- |
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1,155 |
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Items not affecting use of cash |
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Depreciation |
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7,561 |
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8,477 |
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Impairment charges |
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-0- |
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1,271 |
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Amortization of intangible assets |
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752 |
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745 |
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Non cash stock compensation |
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517 |
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507 |
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Deferred taxes |
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(38 |
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71 |
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Gain on sale of property, plant and equipment |
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(733 |
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(43 |
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Cash flow provided by (used for) working capital |
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Accounts receivable |
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(16,553 |
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(21,856 |
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Inventories |
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(3,318 |
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12,045 |
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Prepaid expenses |
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2,539 |
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(1,193 |
) |
Accounts payable and accrued expenses |
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(5,757 |
) |
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(8,453 |
) |
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Net cash used for operating activities of
continuing operations |
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(9,500 |
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(2,172 |
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Net cash provided by operating activities of
discontinued operations |
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-0- |
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(193 |
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Net cash used for operating activities |
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(9,500 |
) |
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(2,365 |
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Cash Flows From Investing Activities |
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Additions to property, plant and equipment |
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(5,228 |
) |
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(1,368 |
) |
Proceeds from sale of property, plant and equipment |
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4,918 |
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-0- |
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Other |
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(14 |
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182 |
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Net cash used for investing activities |
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(324 |
) |
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(1,186 |
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Cash Flows From Financing Activities |
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Net borrowing of credit facility |
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15,909 |
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11,309 |
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Cash dividends paid |
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(2,278 |
) |
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(2,115 |
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Proceeds from issuance of common stock |
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31 |
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108 |
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Net cash provided by financing activities |
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13,662 |
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9,303 |
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Foreign Exchange Rate Effect on Cash |
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223 |
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(364 |
) |
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Net increase in cash |
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4,061 |
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5,388 |
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Cash at January 1 |
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4,728 |
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10,417 |
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Cash at March 31 |
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$ |
8,789 |
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$ |
15,805 |
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See notes to unaudited condensed consolidated financial statements.
4
Part I Financial Information
Myers Industries, Inc.
Condensed
Statement of Consolidated Shareholders Equity (Unaudited)
For the Three Months Ended March 31, 2010
(Dollars in thousands)
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Accumulated |
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Additional |
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Other |
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Common |
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Paid-In |
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Comprehensive |
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Retained |
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Stock |
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Capital |
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Income |
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Deficit |
|
December 31, 2009 |
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$ |
21,474 |
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$ |
278,894 |
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$ |
6,777 |
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$ |
(49,147 |
) |
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Net income |
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|
-0- |
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|
-0- |
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|
-0- |
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|
5,530 |
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|
Foreign currency
translation adjustment |
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|
-0- |
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|
-0- |
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|
1,841 |
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-0- |
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Common stock issued |
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4 |
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57 |
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-0- |
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|
-0- |
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Stock based compensation |
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|
-0- |
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|
517 |
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|
-0- |
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|
-0- |
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Dividends $.065 per share |
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|
-0- |
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|
-0- |
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|
-0- |
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|
(2,309 |
) |
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March 31, 2010 |
|
$ |
21,478 |
|
|
$ |
279,468 |
|
|
$ |
8,618 |
|
|
$ |
(45,926 |
) |
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|
See notes to unaudited condensed consolidated financial statements.
5
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 Companys 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, 2010, and the results of operations and cash flows for the three months ended March
31, 2010 and 2009. The results of operations for the three months ended March 31, 2010 are not
necessarily indicative of the results of operations that will occur for the year ending December
31, 2010.
Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update No. 2010-06,
Improving Disclosures about Fair Value Measurements (Topic
820)Fair Value Measurements and Disclosures, to add
additional disclosures about the different classes of assets and
liabilities measured at fair value, the valuation techniques and
inputs used, the activity in Level 3 fair value measurements, and the
transfers between Levels 1, 2, and 3. The Company adopted this
guidance in January 2010, and adoption did not have a material
impact on the Companys consolidated financial statements. The
portion of guidance relating to disclosures about purchases, sales,
issuances and settlements in the Level 3 reconciliation are not
effective until fiscal years beginning after December 15, 2010.
The Company does not expect that the portion of this guidance not yet
adopted will have a material impact on the Companys
consolidated financial statements.
Fair Value
Measurement
In January 2008,
the Company adopted 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. In January 2009, the Company adopted updated guidance
included in ASC 820 with respect to non-financial assets and liabilities that
are measured at fair value on a non-recurring basis. The adoption of this
updated guidance did not have a material impact on the consolidated financial
statements. Under ASC 820, the hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value is divided into three levels:
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 entitys
own assumptions.
The fair value of the
Companys 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 Companys Credit Agreement approximates carrying value due to the
floating interest rates and relative short maturity (less than 90 days) of
the revolving borrowings under this agreement. The fair value of the Companys
$100 million fixed rate senior notes was estimated at $102 million at
March 31, 2010 using market observable inputs for the Companys comparable
peers with public debt, including quoted prices in active markets and interest
rate measurements, which are considered level 2 inputs.
Discontinued Operations
On October 30, 2009, the Company sold substantially all of the assets of its Michigan Rubber
Products, Inc. (MRP) and Buckhorn Rubber Products Inc. (BRP) businesses to Zhongding Sealing Parts
(USA) Inc. In accordance with U.S. generally accepted accounting principles, the operating results
related to those businesses have been included in the results of discontinued operations. For the
quarter ended March 31, 2009, the MRP and BRP discontinued operations had sales of $7.4 million and
a net loss from operations of $1.2 million.
6
Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Goodwill
The change in goodwill for the three months ended March 31, 2010 is as follows:
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
Balance at |
|
|
|
January 1, |
|
|
|
|
|
|
Currency |
|
|
|
|
|
|
March 31, |
|
Segment |
|
2010 |
|
|
Acquisitions |
|
|
Translation |
|
|
Impairment |
|
|
2010 |
|
Distribution |
|
$ |
214 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
$ |
214 |
|
Material Handling North America |
|
|
30,383 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
30,383 |
|
Lawn and Garden |
|
|
81,330 |
|
|
|
-0- |
|
|
|
178 |
|
|
|
-0- |
|
|
|
81,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
111,927 |
|
|
$ |
-0- |
|
|
$ |
178 |
|
|
|
-0- |
|
|
$ |
112,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Per Share
Net income per share, as shown on the Condensed Statements of Consolidated Income, is
determined on the basis of the weighted average number of common shares outstanding during the
period as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2010 |
|
|
2009 |
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
Basic |
|
|
35,289,725 |
|
|
|
35,246,618 |
|
Dilutive effect of stock options |
|
|
98,392 |
|
|
|
-0- |
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding diluted |
|
|
35,388,117 |
|
|
|
35,246,618 |
|
|
|
|
|
|
|
|
Options
to purchase 1,617,670 and 1,177,146 shares of common stock that were
outstanding at March 31, 2010 and 2009, respectively, were not
included in the computation of diluted earnings per share as the
exercise prices of these options was greater than the average market
price of common shares.
Supplemental Disclosure of Cash Flow Information
The Company made cash payments for interest of approximately $0.1 million and $1.0 million for
the three months ended March 31, 2010 and 2009, respectively. Cash payments for income taxes were
approximately $1.7 million and $0.3 million for the three months ended March 31, 2010 and 2009,
respectively.
7
Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Comprehensive Income
A summary of comprehensive income for the three months ended March 31, 2010 and 2009 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,530 |
|
|
$ |
5,102 |
|
Other
comprehensive income (loss): |
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment |
|
|
1,841 |
|
|
|
(1,750 |
) |
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
7,371 |
|
|
$ |
3,352 |
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income
As of March 31, 2010 and December 31, 2009, the balance in the Companys accumulated other
comprehensive income was comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
Foreign currency translation adjustments |
|
$ |
10,662 |
|
|
$ |
8,821 |
|
Pension adjustments |
|
|
(2,044 |
) |
|
|
(2,044 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
8,618 |
|
|
$ |
6,777 |
|
|
|
|
|
|
|
|
Restructuring & Impairment Charges
In the fourth quarter of 2008, the Company began implementation of its plan to restructure the
businesses in its Lawn and Garden segment. In addition, during 2009 the Company began a
restructuring program in its Material Handling segment. These restructuring programs resulted in
the closure of 5 manufacturing facilities and the reallocation of certain product lines and
machinery and equipment to the remaining facilities. In addition, 2 manufacturing facilities in the
Engineered Products segment were also closed in 2009.
In the quarter ended March 31, 2010, the Company recorded expenses of approximately $0.8
million related to these restructuring activities, primarily for rigging and transportation costs
in connection with the movement of certain machinery and equipment between facilities. In addition,
during the first quarter of 2010 the Company sold its closed Material Handling plant in
Shelbyville, Kentucky for approximately $5.1 million and recorded a gain of $0.7 million.
In the quarter ended March 31, 2009, the Company recorded impairment charges of $0.3 million
related to certain Lawn and Garden property, plant, and equipment. The Company also incurred
severance and personnel related, consulting, and other expenses associated with the Lawn and Garden
restructuring of approximately $5.0 million in the first quarter of 2009. In addition, the Company
announced the closure of its Fostoria, Ohio facility in the Engineered Products segment and, as a
result, an impairment charge of approximately $1.0 million was recorded in the quarter ended March
31, 2009 to adjust the carrying value of real estate at this location to its estimated fair value.
Activity related to the Companys restructuring accruals for severance and other exit costs in
the period ended March 31, 2010 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
|
|
|
|
|
|
|
|
and |
|
|
Other |
|
|
|
|
(Dollars in thousands) |
|
Personnel |
|
|
Exit Costs |
|
|
Total |
|
Balance at January 1, 2010 |
|
$ |
423 |
|
|
$ |
1,651 |
|
|
$ |
2,074 |
|
Provision |
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
Less: Payments |
|
|
(423 |
) |
|
|
(506 |
) |
|
|
(929 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2010 |
|
$ |
-0- |
|
|
$ |
1,145 |
|
|
$ |
1,145 |
|
|
|
|
|
|
|
|
|
|
|
As a result of restructuring activity and plant closures, approximately $7.6 million
and $11.9 million of
property, plant and equipment has been classified as held for sale as
of March 31, 2010 and December 31, 2009, respectively and is
included in other assets in the condensed statement of consolidated financial position.
8
Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Stock Compensation
On April 30, 2009, the shareholders of the Company approved the adoption of the 2008 Incentive
Stock Plan (the 2008 Plan). Under the 2008 Plan, the Compensation Committee of the Board of
Directors is authorized to issue up to 3,000,000 shares of various types of stock based awards
including stock options, restricted stock and stock appreciation rights to key employees and
Directors. In general, stock options granted and outstanding vest over three years and expire ten
years from the date of grant.
Stock compensation expense reduced income before taxes approximately $0.5 million for the three months ended March 31, 2010 and 2009. These expenses are
included in SG&A expenses in the accompanying Condensed Statements of Consolidated Income. Total
unrecognized compensation costs related to non-vested share based compensation arrangements at
March 31, 2010 was approximately $5.0 million, which will be recognized over the next four years.
On March 4, 2010, 345,600 stock option shares were granted with a three year vesting period.
The fair value of these option shares was estimated using a Monte Carlo option pricing model based
on assumptions set forth in the following table. The Company uses historical data to estimate
employee exercise and departure behavior. The risk free interest rate is based on the U.S. Treasury
yield curve in effect at the time of grant through the expected term. The dividend yield is based
on the Companys historical dividend yield and expected volatility is derived from historical
volatility of the Companys shares and those of similar companies measured against the market as a
whole.
|
|
|
|
|
Risk free interest rate |
|
|
3.09 |
% |
Expected dividend yield |
|
|
2.86 |
% |
Expected life of award (years) |
|
|
5.18 |
|
Expected volatility |
|
|
48.77 |
% |
Fair value per option share |
|
$ |
3.06 |
|
The following table summarizes the stock option activity for the three months ended March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Weighted |
|
|
|
|
|
|
|
Exercise |
|
|
Average |
|
|
|
Shares |
|
|
Price |
|
|
Life |
|
Outstanding at December 31, 2009 |
|
|
1,681,169 |
|
|
$ |
12.21 |
|
|
|
|
|
Options Granted |
|
|
345,600 |
|
|
|
10.56 |
|
|
|
|
|
Options Exercised |
|
|
(3,780 |
) |
|
|
8.00 |
|
|
|
|
|
Cancelled or Forfeited |
|
|
(68,525 |
) |
|
|
13.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2010 |
|
|
1,954,464 |
|
|
$ |
11.64 |
|
|
7.90 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2010 |
|
|
869,630 |
|
|
$ |
12.79 |
|
|
|
|
|
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 three months ended March 31, 2010 was approximately $8,000. There were
no stock options exercised during the three months ended March 31, 2009.
In addition, at March 31, 2010 and December 31, 2009, the Company had outstanding 245,900 and
103,000 shares of restricted stock, respectively, with vesting periods through March 2013. The
restricted stock awards are rights to receive shares of common stock subject to forfeiture and
other restrictions.
Income Taxes
As of December 31, 2009, the total amount of gross unrecognized tax benefits was $6.1 million,
of which $5.7 million would reduce the Companys effective tax rate. The amount of accrued
interest expense for income tax exposures within the Companys consolidated financial position at December 31, 2009 was $0.4
million. No material changes have occurred in the liability for unrecognized tax benefits during
the three months ended March 31, 2010. The Company does not expect any significant changes to its
unrecognized tax benefit balance over the next twelve months.
9
Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
The Company recognizes accrued amounts of interest and penalties related to its uncertain tax
positions as part of its income tax expense within its consolidated statements of income.
As of March 31, 2010, the Company and its significant subsidiaries are subject to examination
for the years after 2003 in Brazil and Canada as well as after 2005 for the United States, France,
and certain states within the United States. The Company is also subject to examinations after
2004 in the remaining states within the United States.
Retirement Plans
During
2009, the Company merged its two frozen defined benefit pension plans
into a single plan which provides benefits primarily based upon a
fixed amount for each year of service as defined. The net periodic
benefit cost for the defined benefit plan for the three
months ended March 31, 2010 and 2009 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
Service cost |
|
$ |
9 |
|
|
$ |
15 |
|
Interest cost |
|
|
80 |
|
|
|
81 |
|
Expected return on assets |
|
|
(74 |
) |
|
|
(65 |
) |
Amortization of prior service cost |
|
|
-0- |
|
|
|
-0- |
|
Amortization of net loss |
|
|
15 |
|
|
|
22 |
|
|
|
|
|
|
|
|
Net periodic pension cost |
|
$ |
30 |
|
|
$ |
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2010, no contributions have been made to the Plan and the Company does not
expect to make any contributions in 2010.
Contingencies
The Company is a defendant in various lawsuits and a party to various other legal proceedings,
in the ordinary course of business, some of which are covered in whole or in part by insurance. We
believe that the outcome of these
lawsuits and other proceedings will not individually or in the aggregate have a future
material adverse effect on our consolidated financial position, results of operations or cash
flows.
A number of parties, including the Company and its subsidiary, Buckhorn, Inc.,
were identified in a planning document adopted in October 2008 by the California Regional Water
Quality Control Board, San Francisco Bay Region (RWQCB). The planning document relates to the
presence of mercury, including amounts contained in mining wastes, in and around the Guadalupe
River Watershed (Watershed) region in Santa Clara County, California. Buckhorn has been
alleged to be a successor in interest to an entity that performed mining operations in a portion of
the Watershed area. The Company has not been contacted by the RWQCB with respect to Watershed
clean-up efforts that may result from the adoption of this planning document. The extent of the
mining wastes that may be the subject of future cleanup has yet to be determined, and the actions
of the RWQCB have not yet advanced to the stage where a reasonable estimate of remediation cost, if
any, is available.
10
Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Although assertion of a claim by the RWQCB is reasonably possible, it is not possible at this time
to estimate the amount of any obligation the Company may incur for these cleanup efforts within the
Watershed region, or whether such cost would be material to the Companys financial statements.
In October 2009, an employee was fatally wounded while performing maintenance at the Companys
manufacturing facility in Springfield, Missouri. No litigation related to this matter is currently
pending and, at this time, the likelihood of legal action and the likelihood of exposure resulting
from such legal action are not able to be determined. The Company believes that it has adequate
insurance to resolve any claims resulting from this incident.
Segment Information
The Companys business units have separate management teams and offer different products and
services. Beginning in 2010, the Company changed the name of its Automotive and Custom segment to
Engineered Products. In all other respects, the Engineered Products segment remains the same and
still consists of businesses engaged in the manufacture of engineered plastic original equipment
and replacement parts, tire repair materials and custom rubber and plastic components and
materials. The Companys business units have been aggregated into four reportable business segments
based on management, including the chief operating decision maker for the segment, as well as
similarities of products, production processes, distribution methods and other economic
characteristics. These include three manufacturing segments encompassing a diverse mix of plastic
and rubber products: 1) Lawn and Garden, 2) Material Handling, and 3) Engineered Products. The
fourth segment is Distribution of tire, wheel, and undervehicle service products.
Income (Loss) before income taxes 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.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
Net Sales |
|
|
|
|
|
|
|
|
Lawn & Garden |
|
$ |
69,505 |
|
|
$ |
76,407 |
|
Material Handling |
|
|
60,211 |
|
|
|
58,049 |
|
Distribution |
|
|
38,732 |
|
|
|
36,323 |
|
Engineered Products |
|
|
24,409 |
|
|
|
19,716 |
|
Intra-segment elimination |
|
|
(6,435 |
) |
|
|
(7,806 |
) |
|
|
|
|
|
|
|
Sales from continuing operations |
|
$ |
186,422 |
|
|
$ |
182,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
Income (Loss) Before Income Taxes |
|
|
|
|
|
|
|
|
Lawn and Garden |
|
$ |
4,757 |
|
|
$ |
11,654 |
|
Material Handling |
|
|
5,410 |
|
|
|
6,660 |
|
Distribution |
|
|
2,902 |
|
|
|
2,236 |
|
Engineered Products |
|
|
2,553 |
|
|
|
(1,091 |
) |
Corporate |
|
|
(5,141 |
) |
|
|
(6,834 |
) |
Interest expense-net |
|
|
(1,800 |
) |
|
|
(2,401 |
) |
|
|
|
|
|
|
|
Income from continuing operations before
income taxes |
|
$ |
8,681 |
|
|
$ |
10,224 |
|
|
|
|
|
|
|
|
11
Part I Financial Information
Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations: First Quarter 2010 versus 2009
(Dollars in millions)
Net Sales from Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment |
|
2010 |
|
|
2009 |
|
|
Change |
|
|
% Change |
|
Lawn & Garden |
|
$ |
69.5 |
|
|
$ |
76.4 |
|
|
$ |
(6.9 |
) |
|
|
(9 |
)% |
Material Handling |
|
$ |
60.2 |
|
|
$ |
58.0 |
|
|
$ |
2.2 |
|
|
|
4 |
% |
Distribution |
|
$ |
38.7 |
|
|
$ |
36.3 |
|
|
$ |
2.4 |
|
|
|
7 |
% |
Engineered Products |
|
$ |
24.4 |
|
|
$ |
19.7 |
|
|
$ |
4.7 |
|
|
|
24 |
% |
Inter-segment elimination |
|
$ |
(6.4 |
) |
|
$ |
(7.7 |
) |
|
$ |
1.3 |
|
|
|
17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
186.4 |
|
|
$ |
182.7 |
|
|
$ |
3.7 |
|
|
|
2 |
% |
Sales in the first quarter of 2010 increased 2% compared to the prior year as the Company
experienced increased demand and higher unit volumes in most of its business segments and markets.
The higher sales volumes and an increase in sales of $3.3 million from foreign currency translation
more than offset the negative impact of competitive pricing pressures in certain markets.
Net sales in the Lawn and Garden segment in the first quarter of 2010 were down $6.9
million or 9% compared to the first quarter of 2009. Lower selling prices of approximately $4.8
million and volume declines of approximately $3.6 million more than offset the benefit of foreign
currency translation from the favorable impact of exchange rates for the Canadian dollar.
In the Material Handling segment, net sales increased $2.2 million or 4% in the first quarter
of 2010 compared to the same quarter in 2009. Higher selling prices of approximately $5.9 million
offset the impact of volume declines in automotive and other industrial markets.
Net sales in the Distribution segment increased $2.4 million or 7% in the first quarter
of 2010 compared to the first quarter of 2009. Sales were up primarily due to higher unit volumes
of tire service and retread consumable supplies. Sales of equipment in the Distribution segment
continued to be weak as tire dealers, auto dealers, fleet and other customers remain cautious
regarding capital purchases.
In the Engineered Products segment, net sales in the first quarter of 2010 increased $4.7
million, or 24% compared to the prior year. The increase is virtually all volume related as demand
increased in the recreational vehicle, marine and automotive markets compared to very weak market
conditions in the first quarter of 2009.
Cost of Sales & Gross Profit from Continuing Operations:
|
|
|
|
|
|
|
|
|
Cost of Sales and Gross Profit |
|
2010 |
|
|
2009 |
|
Cost of sales |
|
$ |
141.5 |
|
|
$ |
127.2 |
|
Gross profit |
|
$ |
44.9 |
|
|
$ |
55.5 |
|
Gross profit as a percentage of sales |
|
|
24.0 |
% |
|
|
30.4 |
% |
Gross profit margin decreased to 24.0% in the quarter ended March 31, 2010 compared with 30.4%
in the prior year. The decline in gross profit margin was primarily due to higher raw material
costs as prices for plastic resins increased between 40% and 95% in the first quarter of 2010
compared to the first quarter of 2009. In addition, margins were impacted by lower selling prices
due to competitive pressures in some markets. The impact of higher raw material costs and pricing
pressure more than offset the favorable impact of lower manufacturing costs from an increase in
capacity utilization and decreased unabsorbed overhead as a result of the Companys restructuring
programs.
12
Part I Financial Information
Selling, General and Administrative (SG&A) Expenses from Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A Expenses |
|
2010 |
|
|
2009 |
|
|
Change |
|
SG&A expenses |
|
$ |
34.4 |
|
|
$ |
41.6 |
|
|
$ |
(7.2 |
) |
SG&A expenses as a percentage of sales |
|
|
18.5 |
% |
|
|
22.8 |
% |
|
|
(4.3 |
) |
Selling and administrative expenses for the quarter ended March 31, 2010 were $34.4 million, a
reduction of $7.2 million or 17% compared with the prior year. SG&A expenses in the quarter ended
March 31, 2010 include restructuring and other expenses of approximately $0.9 million offset by a
gain from the sale of a closed manufacturing facility of $0.7 million. SG&A expenses in the quarter
ended March 31, 2009 included charges of approximately $5.0 million for consulting fees, movement
of machinery and equipment and other restructuring costs of our Lawn and Garden segment. Excluding
the impact of restructuring and related expenses, operating expenses for the quarter ended March
31, 2010 were approximately 18.4% of sales compared with 20.0% in the prior year. The improvement
in operating expense leverage in 2010 reflects the benefit of our restructuring activities and
ongoing cost control initiatives.
Impairment Charges from Continuing Operations:
In the first quarter of 2009, the Company continued the implementation of its
restructuring plan in the Lawn and Garden segment and announced the closure of its Fostoria, Ohio
manufacturing facility in its Engineered Products segment. In connection with this closure, the
Company recorded impairment charges of $1.3 million for certain property, plant, and equipment,
primarily related to the estimated fair value of its facility in Fostoria, Ohio. The Company had no
impairment charges on property, plant and equipment in the first quarter of 2010.
Interest Expense from Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Expense |
|
2010 |
|
|
2009 |
|
|
Change |
|
|
% Change |
|
Interest expense |
|
$ |
1.8 |
|
|
$ |
2.4 |
|
|
$ |
(0.6 |
) |
|
|
(25 |
)% |
Outstanding borrowings |
|
$ |
120.0 |
|
|
$ |
182.0 |
|
|
$ |
(62.0 |
) |
|
|
(34 |
)% |
Average borrowing rate |
|
|
6.12 |
% |
|
|
5.34 |
% |
|
|
(0.78 |
) |
|
|
15 |
% |
Net interest expense for the quarter ended March 31, 2010 was $1.8 million, a decrease of 25%
compared to $2.4 million in the prior year. The decrease was the result of significantly lower
average borrowing levels which more than offset higher interest rates, due to a higher
concentration of fixed rate debt, compared to the prior year.
Income Before Taxes from Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment |
|
2010 |
|
|
2009 |
|
|
Change |
|
|
% Change |
|
Lawn & Garden |
|
$ |
4.8 |
|
|
$ |
11.7 |
|
|
$ |
(6.9 |
) |
|
|
(59 |
)% |
Material Handling |
|
$ |
5.4 |
|
|
$ |
6.7 |
|
|
$ |
(1.3 |
) |
|
|
(19 |
)% |
Distribution |
|
$ |
2.9 |
|
|
$ |
2.2 |
|
|
$ |
0.7 |
|
|
|
32 |
% |
Engineered Products |
|
$ |
2.6 |
|
|
$ |
(1.1 |
) |
|
$ |
3.7 |
|
|
|
|
|
Corporate and interest |
|
$ |
(7.0 |
) |
|
$ |
(9.3 |
) |
|
$ |
2.3 |
|
|
|
24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
8.7 |
|
|
$ |
10.2 |
|
|
$ |
(1.5 |
) |
|
|
(15 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes for the quarter ended March 31, 2010, was lower than the prior year,
primarily due to the impact of significantly higher raw material costs and competitive pricing
pressures on gross profit margins. The negative impact of reduced gross profit more than offset the
benefits of lower operating expenses and interest charges. In addition, restructuring expenses and
related impairment charges were only $0.8 million in the quarter ended March 31, 2010 compared to
$6.2 million in the prior year.
Income Taxes from Continuing Operations:
|
|
|
|
|
|
|
|
|
Consolidated Income Taxes |
|
2010 |
|
|
2009 |
|
Income before taxes |
|
$ |
8.7 |
|
|
$ |
10.2 |
|
Income taxes |
|
$ |
3.2 |
|
|
$ |
4.0 |
|
Effective tax rate |
|
|
36.3 |
% |
|
|
38.8 |
% |
13
Part I Financial Information
Income tax expense as a percentage of pretax income decreased to 36.3% for the quarter ended
March 31, 2010 compared to 38.8% in the prior year. The decrease is primarily attributable to the
anticipated favorable impact of domestic production deduction and other permanent differences on
the Companys expected tax rate in 2010 compared to the prior year.
Liquidity and Capital Resources
Cash used by operating activities from continuing operations was $9.5 million for the quarter
ended March 31, 2010 compared to $2.2 million in the first quarter of 2009. The increase in cash
used for operations includes an increase of $3.6 million in cash used for working capital and a
reduction of $3.7 million in cash generated from income, excluding depreciation and other non-cash
charges.
The increase in cash used for working capital was primarily the result of an increase in
inventories that used $3.3 million in cash in the first quarter of 2010 compared to cash generated
of $12.0 million in the prior year. The increase of $15.3 million in cash used for inventories
offset reductions of $5.3 million in cash used for accounts receivable and $2.6 million in cash
used for accounts payable and other current liabilities in the current year. Prepaid expenses
generated cash of $2.5 million in the first quarter of 2010 compared to cash used of $1.2 million
in 2009 as a result of income tax refunds received. The Company typically
experiences a use of cash for working capital in the first quarter, in part due to seasonal demands
related to its Lawn and Garden segment. In the quarter ended March 31, 2010, the use of cash for
inventories was also impacted by the rising cost of raw materials, particularly plastic resins,
used in its manufacturing operations.
Capital expenditures were approximately $5.2 million in the quarter ended March 31, 2010 and
are expected to be in the range of $20 to $25 million for the year. In addition, the Company used
cash to pay dividends of $2.3 million in the first quarter of 2010.
Total debt at March 31, 2010 was approximately $120.0 million compared with $104.3 million at
December 31, 2009 with the increase due to seasonal working capital demand. The Companys Credit
Agreement provides available borrowing up to $250 million and, as of March 31, 2010, the Company
had approximately $232 million available under this agreement. The Credit Agreement expires in
October 2011 and, as of March 31, 2010 the Company was in compliance with all its debt covenants.
The significant financial covenants include an interest coverage ratio and a leverage ratio,
defined as earnings before interest, taxes, depreciation, and amortization, as adjusted, compared
to total debt. The ratios as of and for the period ended March 31, 2010 are shown in the following
table:
|
|
|
|
|
|
|
|
|
|
|
Required Level |
|
|
Actual Level |
|
Interest Coverage Ratio |
|
|
2.5 to 1 (minimum) |
|
|
|
3.9 |
|
Leverage Ratio |
|
|
3.5 to 1 (maximum) |
|
|
|
1.9 |
|
The Company believes that cash flows from operations and available borrowing under its
Credit Agreement will be sufficient to meet expected business requirements including capital
expenditures, dividends, working capital, and debt service into the foreseeable future.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The Company has certain financing arrangements that require interest payments based on
floating interest rates. The Companys financial results are subject to changes in the market rate
of interest. 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. Accordingly, based on current debt levels at March 31, 2010, if market interest
rates increase one percent, the Companys interest expense would increase approximately $0.2
million annually.
Some of the Companys subsidiaries operate in foreign countries and their financial
results are subject to exchange rate movements. The Company has operations in Canada with foreign
currency exposure, primarily due to sales made from businesses in Canada to customers in the United
States. These sales are denominated in US dollars. In addition, the Companys subsidiary in
Brazil has loans denominated in U.S. dollars. The Company has a program designed to limit its
exposure to fluctuations in exchange rates related to certain assets and liabilities of its
operations in Canada and Brazil that are denominated in U.S. dollars. The net foreign currency
exposure generally ranges from $5 to $10 million. The foreign currency contracts and arrangements
created under this program are not designated as hedged items under FASB ASC 815, Derivatives and
Hedging, and accordingly, the changes in the fair value of the foreign currency arrangements, which
have been immaterial, are recorded in the income statement. The Companys foreign currency
arrangements are generally three months or less and, as of March 31, 2010, the Company had no
foreign currency arrangements or contracts in place.
14
Part I Financial Information
The Company uses certain commodities, primarily plastic resins, in its manufacturing
processes. The cost of operations can be affected as the market for these commodities changes. The
Company 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.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the Companys reports under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the time periods specified
in the Commissions rules and forms and that such information is accumulated and communicated to
the Companys management, including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow for timely decisions regarding required disclosure. In designing and
evaluating
the disclosure controls and procedures, management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
The Company carries out a variety of on-going procedures, under the supervision and with the
participation of the Companys management, including the Companys Chief Executive Officer and
Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Companys
disclosure controls and procedures. Based on the foregoing, the Companys Chief Executive Officer
and Chief Financial Officer concluded that the Companys 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 Companys internal controls over financial reporting during
the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Companys internal controls over financial reporting.
Part II Other Information
Item 1. Legal Proceedings
A number of parties, including the Company and its subsidiary, Buckhorn, Inc., were identified
in a planning document adopted in October 2008 by the California Regional Water Quality Control
Board, San Francisco Bay Region (RWQCB). The planning document relates to the presence of mercury,
including amounts contained in mining wastes, in and around the Guadalupe River Watershed
(Watershed) region in Santa Clara County, California. Buckhorn has been alleged to be a successor
in interest to an entity that performed mining operations in a portion of the Watershed area. The
Company has not been contacted by the RWQCB with respect to Watershed clean-up efforts that may
result from the adoption of this planning document. The extent of the mining wastes that may be the
subject of future cleanup has yet to be determined, and the actions of the RWQCB have not yet
advanced to the stage where a reasonable estimate of remediation cost, if any is available.
Although assertion of a claim by the RWQCB is reasonably possible, it is not possible at this time
to estimate the amount of any obligation the Company may incur for these cleanup efforts within the
Watershed region, or whether such cost would be material to the Companys financial statements.
Item 6. Exhibits
(a) Exhibits
15
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.
|
|
Date: May 7, 2010 |
By: |
/s/ Donald A. Merril
|
|
|
|
Donald A. Merril |
|
|
|
Vice President and Chief Financial
Officer
(Duly Authorized Officer
and Principal Financial and
Accounting Officer) |
|
|
16
|
|
|
|
|
EXHIBIT INDEX
|
|
2(a)
|
|
Stock Purchase Agreement among Myers Industries, Inc., ITML
Holdings Inc. and 2119188 Ontario Inc., dated December 27,
2006. Reference is made to Exhibit 2.1 to
Form 8-K
filed with the Commission on January 16, 2007.**
|
2(b)
|
|
Stock Purchase Agreement among Myers Industries, Inc., ITML
Holdings Inc. and 2117458 Ontario Inc., dated December 27,
2006. Reference is made to Exhibit 2.2 to
Form 8-K
filed with the Commission on January 16, 2007.**
|
2(c)
|
|
Sale and Purchase Agreement between Myers Industries, Inc. and
LINPAC Material Handling Limited, dated October 20, 2006.
Reference is made to Exhibit 1 to
Form 8-K
filed with the Commission on February 6, 2007.**
|
2(d)
|
|
Agreement and Plan of Merger among Myers Industries, Inc., MYEH
Corporation and MYEH Acquisition Corporation, dated
April 24, 2007. Reference is made to Exhibit 10.1 to
Form 8-K
filed with the Commission on April 26, 2007.**
|
2(e) |
|
Letter Agreement among Myers Industries, Inc., Myers Holdings
Corporation (f/k/a MYEH Corporation) and Myers Acquisition
Corporation (f/k/a MYEH Acquisition Corporation), dated
December 10, 2007. Reference is made to Exhibit 99.1
to
Form 8-K
filed with the Commission on December 10, 2007.
|
2(f)
|
|
Letter Agreement among Myers Industries, Inc., Myers Holdings
Corporation (f/k/a MYEH Corporation) and Myers Acquisition
Corporation (f/k/a MYEH Acquisition Corporation), dated
April 3, 2008. Reference is made to Exhibit 99.1 to
Form 8-K
filed with the Commission on April 4, 2008.
|
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 10-K
filed with the Commission on March 12, 2010.
|
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 10(d) to
Form 10-K
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)
|
|
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(g)
|
|
Amended and Restated Employment Agreement between Myers
Industries, Inc. and John C. Orr effective June 1, 2008.
Reference is made to Exhibit 10.1 to
Form 8-K
filed with the Commission on June 24, 2008.*
|
10(h)
|
|
First Amendment to Amended and Restated Employment Agreement
between Myers Industries, Inc. and John C. Orr entered into as
of April 21, 2009. Reference is made to Exhibit 10.1
to
Form 8-K
filed with the Commission on April 22, 2009.*
|
10(i)
|
|
Second Amendment to Amended and Restated Employment Agreement
between Myers Industries, Inc. and John C. Orr entered into as
of March 8, 2010. Reference is made to Exhibit 10.1 to
Form 8-K
filed with the Commission on March 9, 2010.*
|
10(j)
|
|
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(k)
|
|
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(l)
|
|
Employment Agreement between Myers Industries, Inc. and David B.
Knowles dated June 19, 2009. Reference is made to
Exhibit 10.1 to
Form 8-K
filed with the Commission on June 22, 2009.*
|
10(m)
|
|
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(n)
|
|
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(o)
|
|
Employment Agreement between Myers Industries, Inc. and Donald
A. Merril dated January 24, 2006. Reference is made to
Exhibit 10(k) to
Form 10-K
filed with the Commission on March 16, 2006.*
|
10(p)
|
|
Amendment to the Myers Industries, Inc. Executive Supplemental
Retirement Plan (Donald A. Merril) dated January 24, 2006.
Reference is made to Exhibit 10(l) to
Form 10-K
filed with the Commission on March 16, 2006.*
|
|
|
|
|
|
EXHIBIT INDEX
|
|
10(q)
|
|
Non-Disclosure and Non-Competition Agreement between Myers
Industries, Inc. and Donald A. Merril dated January 24,
2006. Reference is made to Exhibit 10(m) to
Form 10-K
filed with the Commission on March 16, 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)
|
|
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(t)
|
|
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(u)
|
|
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.*
|
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 2002.
|
31(b)
|
|
Certification of Donald A. Merril, 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 Donald A. Merril, Vice President, Chief Financial
Officer and Corporate Secretary, of Myers Industries, Inc.
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
* |
|
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. |