SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

[X]

 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Forfor the quarterly period ended September 30, 2003March 31, 2004.

 

OR


[   ]

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Forfor the transition period from__________ to__________to__________.

 

Commission File Number 1-8524
Myers Industries, Inc.
(Exact name of registrant as specified in its charter)

 

 

 

Ohio
(State or other jurisdiction of
incorporation or organization)

 

34-0778636
(IRS Employer Identification Number)

 

  

1293 South Main Street
Akron, Ohio
(Address of principal executive offices)

 


44301
(Zip code)

 

(330) 253-5592
(Registrant's telephone number, including area code)

not applicable
(Former name, former address and former fiscal year, if changed since last report)

    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 an accelerated filer (as defined in Rule 12b-2 of the Act). Yes  X  No     .

    As of September 30, 2003,March 31, 2004, the number of shares outstanding of the issuer's Common Stock was 30,147,800.30,215,981.

 

TABLE OF CONTENTS

Table of Contents

Part I -- Financial Information

 
 

Condensed StatementsStatement of Consolidated Financial Position

 

Condensed StatementsStatement of Consolidated Income

 

StatementsStatement of Consolidated Cash Flows

 

StatementsStatement of Shareholders' Equity

 

Notes to Financial Statements

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

Part II -- Other Information

 
 

Item 1.1 Legal Proceedings

 

Item 6.6 Exhibits and Reports onof Form 8-K

Signature

 

Exhibit Index

 
 

21

Subsidiaries of Registrant

31.1

Certification Per Section 302 of the Sarbanes-Oxley Act

31.2

Certification Per Section 302 of the Sarbanes-Oxley Act

32

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act

 

 

-1-

Part I - Financial Information


Item 1.  Financial Statements

Myers Industries, Inc.
Condensed StatementsStatement of Consolidated Financial Position
As of September 30, 2003March 31, 2004 and December 31, 20022003

September 30,

December 31,

March 31,

December 31,

Assets

2003

2002

2004

2003

Current Assets

Cash and temporary cash investments

$8,788,299

$1,702,334

Accounts receivable-less allowances
of $5,335,000 and $4,941,000,
respectively

  

 

113,718,691

 


111,207,172

 

Cash

$9,442,414

$5,666,997

Accounts receivable-less allowances
of $4,956,000 and $4,245,000,
respectively

  



134,011,055



 



114,038,680

 

Inventories

Finished and in-process products

63,156,379

66,819,085

63,739,498

61,240,225

Raw materials and supplies

16,533,774

16,280,910

23,444,614

22,613,029

79,690,153

83,099,995

87,184,112

83,853,254

Prepaid expenses

6,165,930

5,130,856

6,919,069

4,374,210

Total Current Assets

208,363,073

201,140,357

237,556,650

207,933,141

Other Assets

Goodwill

215,128,910

204,465,504

261,028,916

224,298,302

Patents and other intangible assets

2,500,190

2,422,772

2,068,762

2,321,584

Other

3,271,008

3,658,670

5,219,380

3,229,351

220,900,108

210,546,946

268,317,058

229,849,237

Property, Plant & Equipment, at Cost

Property, Plant and Equipment, at Cost

Land

8,130,326

7,878,664

8,710,288

8,461,003

Buildings and leasehold improvements

78,356,919

77,061,850

86,873,667

80,588,395

Machinery and equipment

340,719,224

318,617,656

370,922,357

352,995,191

427,206,469

403,558,170

466,506,312

442,044,589

Less allowances for depreciationand
amortization

  


245,830,583

 


212,763,143

   


271,998,527

 


258,200,161

 

181,375,886

190,795,027

194,507,785

183,844,428

$610,639,067

$602,482,330

$700,381,493

$621,626,806

 

-2-

Part I - Financial Information

Myers Industries, Inc.
Condensed StatementsStatement of Consolidated Financial Position
As of September 30, 2003March 31, 2004 and December 31, 20022003

September 30,

December 31,

Liabilities and Shareholders' Equity

2003

2002

Current Liabilities

    Accounts payable

  

$43,530,930

   

$49,970,910

 

    Accrued expenses

        Employee compensation

26,234,181

29,843,708

        Taxes, other than income taxes

3,118,689

3,260,304

        Accrued interest

754,972

754,668

        Other

13,466,843

12,849,101

    Current portion of long-term debt

26,045,984

20,690,265

       Total Current Liabilities

113,151,599

117,368,956

Long-term Debt, less current portion

199,476,225

212,222,615

Deferred Income Taxes

19,628,399

17,201,131

Shareholders' Equity

    Serial Preferred Shares
        (authorized 1,000,000)

  


0

   


0

 

    Common Shares, without par value
        (authorized 60,000,000 shares;
        outstanding 30,147,800 and
        30,071,736 shares, respectively)

  




18,347,611

   




18,301,212

 

    Additional paid-in capital

216,744,417

216,077,838

    Accumulated other comprehensive
        income

  


(2,068,296


)

  


(16,590,693


)

    Retained income

45,359,112

37,901,271

278,382,844

255,689,628

$610,639,067

$602,482,330

March 31,

December 31,

Liabilities and Shareholders' Equity

2004

2003

Current Liabilities

    Accounts payable

  

$50,188,215

   

$39,731,250

 

    Accrued expenses

        Employee compensation

29,605,792

30,975,836

        Taxes, other than income taxes

3,328,980

2,874,171

        Accrued interest

2,218,903

608,575

        Other

19,511,710

15,533,529

    Current portion of long-term debt

3,513,163

4,452,137

 Total Current Liabilities

108,366,763

94,175,498

Long-term Debt, less current portion

268,704,850

211,002,691

Deferred Income Taxes

24,828,162

21,924,269

Shareholders' Equity


    Serial Preferred Shares
        (authorized 1,000,000)

  


0


  


0

 

    Common Shares, without par value
        (authorized 60,000,000 shares;
        outstanding 30,215,981 and
        30,183,256 shares, respectively)




 




18,388,383



  




18,369,240

 

    Additional paid-in capital

217,253,092

217,019,810

    Accumulated other comprehensive
        income

  


7,294,323

   


10,934,860

 

    Retained income

55,545,920

48,200,438

298,481,718

294,524,348

$700,381,493

$621,626,806

 

-3-

Part I - Financial Information

Myers Industries, Inc.
Condensed StatementsStatement of Consolidated Income
For the Three Months Ended March 31, 2004 and 2003

For The Three Months Ended

For The Nine Months Ended

  

March 31,

 

March 31,

  

September 30,

September 30,

September 30,

September 30,

  

2004

 

2003

  

2003

2002

2003

2002

       

Net Sales

  

$185,518,527

 

$163,220,254

  

       


Net sales

$152,400,083


$146,625,694


$484,584,484


$448,659,953


Cost of Sales


108,240,101


102,230,644


336,857,651


298,035,384

Costs of Sales

  

124,460,575

 

109,376,984

  



       


Gross Profit


44,159,982


44,395,050


147,726,833


150,624,569

  

61,057,952

 

53,843,270

 

 


Operating Expenses


39,972,077


36,407,957


121,839,810


108,525,868

  

43,906,135

 

39,937,720

  


Operating Income


4,187,905


7,987,093


25,887,023


42,098,701

  


17,151,817

 


13,905,550


 


Interest Expense


2,385,930


3,017,187


7,549,953


9,035,030

  

3,143,646

 

2,502,713

  

       


Income Before Income Taxes


1,801,975


4,969,906


18,337,070


33,063,671

  

14,008,171

 

11,402,837

  


Income taxes


295,000


1,902,000


6,362,000


13,148,000

       

Income Taxes

  

5,152,000

 

4,211,000

  

       


Net Income


$1,506,975


$3,067,906


$11,975,070


$19,915,671

  

$8,856,171

 

$7,191,837

  

       

Net income per Common Share*

$0.05

$0.10

$0.40

$0.67

       

Dividends per Common Share*

$0.05

$0.05

$0.15

$0.15

Net income per Common Share

  

$0.29

 

$0.24

  

Weighted average number of
Common Shares outstanding


30,137,840


30,044,489


30,110,521


29,941,875

Dividends per Common Share

  

$0.05

 

$0.05

  

.

       

Weighted average number of

       

Common Shares outstanding

  

30,205,201

 

30,083,688

  


*Adjusted for a five-for-four stock split in August, 2002.

-4-

Part I - Financial Information

Myers Industries, Inc.
StatementsStatement of Consolidated Cash Flows
For the NineThree Months Ended September 30,March 31, 2004 and 2003 and 2002

  

September 30,

   

September 30,

  
  

2003

   

2002

  

Cash Flows From Operating Activities

        

    Net income

 

$11,975,070

   

$19,915,671

  

    Items not affecting use of cash

        

        Depreciation

 

27,482,195

   

25,578,998

  

        Amortization of other intangible assets

 

1,509,115

   

777,860

  

        Deferred taxes

 

2,188,985

   

1,333,696

  

    Cash flow provided by (used for) working capital

        

        Accounts receivable

 

2,367,730

   

(101,762

)

 

        Inventories

 

5,752,430

   

3,659,287

  

        Prepaid expenses

 

(887,405

)

  

483,685

  

        Accounts payable and accrued expenses

 

(15,130,033

)

  

(7,074,436

)

 

         

    Net cash provided by operating activities

 

35,258,087

   

44,572,999

  
         

Cash Flows From Investing Activities

        

    Acquisition of business, net of cash acquired

(777,122

)

(2,819,901

)

    Additions to property, plant and
        equipment, net


(13,404,316


)


(21,190,289


)

    Other

(41,270

)

94,659

         

    Net cash used for investing activities

 

(14,222,708

)

  

(23,915,531

)

 
         

Cash Flows From Financing Activities

        

    Long-term debt repayment

 

(12,000,000

)

  

(9,000,000

)

 

    Net borrowing (repayment) of credit facility

 

1,854,837

   

(10,514,055

)

 

    Cash dividends paid

 

(4,517,229

)

  

(4,374,582

)

 

    Proceeds from issuance of common stock

 

712,978

   

2,128,496

  

         

    Net cash used for financing activities

 

(13,949,414

)

  

(21,760,141

)

 

         

Increase in Cash

7,085,965

(1,102,673

)

         

Cash at January 1

 

1,702,334

   

7,074,964

  

         

Cash at September 30

 

$8,788,299

   

$5,972,291

  

  

March 31,

   

March 31,

  
  

2004

   

2003

  

CASH FLOWS FROM OPERATING ACTIVITIES

        

    Net income

 

$8,856,171

   

$7,191,837

  

    Items not affecting use of cash

        

        Depreciation

 

9,095,825

   

8,931,239

  

        Amortization of other intangible assets

 

723,603

   

280,543

  

        Deferred taxes

 

1,521,775

   

985,017

  

    Cash flow provided by (used for) working capital

        

        Accounts receivable

 

(11,266,025

)

  

(11,223,716

)

 

        Inventories

 

(189,899

)

  

2,001,623

  

        Prepaid expenses

 

(1,527,873

)

  

1,369,067

  

        Accounts payable and accrued expenses

 

6,841,126

   

(5,799,104

)

 

         

    Net cash provided by operating activities

 

14,054,703

   

3,736,506

  
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

    Acquisition of business, net
        of cash acquired


(33,814,682


)


0

    Additions to property, plant and
        equipment, net


(5,374,979


)


(5,728,439


)

    Other

700,045

(158,196

)

         

    Net cash used for investing activities

 

(38,489,616

)

  

(5,886,635

)

 
         

CASH FLOWS FROM FINANCING ACTIVITIES

        

    Long-term debt repayment

 

0

   

(4,000,000

)

 

    Net borrowing (repayment) of credit facility

 

31,005,440

   

12,200,117

  

    Deferred financing costs

 

(1,536,846

)

  

0

  

    Cash dividends paid

 

(1,510,689

)

  

(1,504,356

)

 

    Proceeds from issuance of common stock

 

252,425

   

162,032

  

         

    Net cash provided by (used for) financing activities

 

28,210,330

   

6,857,793

  

         

INCREASE IN CASH

3,775,417

4,707,664

         

CASH AT JANUARY 1

 

5,666,997

   

1,702,334

  

         

CASH AT MARCH 31

 

$9,442,414

   

$6,409,998

  

 

-5-

Part I - Financial Information

Myers Industries, Inc.
Statement of Shareholders' Equity
For the NineThree Months Ended September 30, 2003March 31, 2004

 



Comprehensive
Income



Common
Stock


Additional
Paid-In
Capital

Accumulative
Other
Comprehensive
Income (Loss)

 



Retained
Income

 

December 31, 2002

$18,301,212

$216,077,838

($16,590,693

)

$37,901,271

 
        

Net income

$11,975,070

    

11,975,070

 
        
        

Foreign currency
    translation
       adjustment



14,522,397




14,522,397

        

Comprehensive
     income


$26,497,467

        

Common Stock
     issued


46,399


666,579

       

 

Dividends

     

(4,517,229

)

September 30, 2003

 

$18,347,611

$216,744,417

$(2,068,296

)

$45,359,112

 

 



Comprehensive
Income

 



Common
Stock


Additional
Paid-In
Capital

Accumulative
Other
Comprehensive
Income

 



Retained
Income

 

December 31, 2003

  

$18,369,240

$217,019,810

$10,934,860

 

$48,200,438

 
         

Net income

$8,856,171

     

8,856,171

 
         
         

Foreign currency
   translation
      adjustment

 

(3,640,537



)



(3,640,537



)

         

Comprehensive
    income


$5,215,634

         

Common Stock
    issued


19,143


233,282

        

 

 

Dividends

      

(1,510,689

)

March 31, 2004

  

$18,388,383

$217,253,092

$7,294,323

 

$55,545,920

 

         

-6-

Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(1)     Statement of Accounting Policy


         The accompanying financial statements include the accounts of Myers Industries, Inc. and subsidiaries (Company), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial state-mentsstatements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K.

        In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 2003,
March 31, 2004, and the results of operations and cash flows for the ninethree months ended September 30, 2003March 31, 2004 and 2002.2003.

(2)     Subsequent EventAcquisition


        During the fourth quarter ending December 31, 2003,

         On March 10, 2004, the Company anticipates that itacquired all of the shares of ATP Automotive, Inc. (ATP), a subsidiary of Applied Tech LLC. ATP and its operating subsidiaries Michigan Rubber Products (MRP) and WEK Industries (WEK) is a manufacturer of molded rubber and plastic products for the automotive industry with manufacturing facilities in Michigan (MRP) and Ohio (WEK). The acquired businesses had 2003 annual sales of approximately $60 million. The total purchase price was approximately $60 million, which includes the assumption of ATP debt outstanding as of the acquisition date. The purchase price will issue upbe allocated to $100 millionthe assets acquired and liabilities assumed based upon their estimated fair values when appraisals, other studies and additional information become available. The results of ATP's operations are included in senior unsecured notes. If completed, proceedsthe Company's consolidated results of operations from the senior notes would be used to pay down outstanding bank debt underdate of acquisition, and are reported within the Company's existing term loanmanufacturing segment.

         The following unaudited proforma information presents a summary of consolidated results of operations for the Company and revolving credit facility.ATP as if the acquisition had occurred January 1, 2003.

Three Months Ended

March 31,

(In thousands,except per share)

2004

2003

Sales

$197,810

$178,225

Net Income
Net Income Per Share

9,259
..31

7,937
..26


-7-

Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

         These unaudited proforma results have been prepared for comparative purposes only and may not be indicative of results of operations which actually would have resulted had the acquisition taken place on January 1, 2003, or of future results.

(3)     Net Income Per Share


        Basic netNet income 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, and for all periods shown basic and diluted earnings per share are identical. In August 2002, the Company declared a five-for-four stock split and, accordingly, all per share data has been adjusted to reflect the stock split.

(4)     Supplemental Disclosure of Cash Flow Information

        The Company made cash payments for interest expense of $2,030,000$1,534,000 and $2,959,000$2,559,000 for the three months ended September 30,March 31, 2004 and 2003, and 2002, respectively. Cash payments for interest totaled $7,098,000 and $8,974,000 for the nine months ended September 30, 2003 and 2002. Cash payments for income taxes totaled $675,000$747,000 and $2,359,000$1,030,000 for the three months ended September 30, 2003March 31, 2004 and 2002. Cash payments2003.

(5)     Long-Term Debit and Credit Agreements

        On February 27, 2004, the Company entered into a new unsecured revolving credit facility (the Credit Facility) which enables the Company to borrow up to $225 million, including up to $50 million available for incomemulti-currency loans in freely traded foreign currencies. Borrowing under the new Credit Facility were used to refinance the Company's existing Multi-Currency Loan Agreement, fund the acquisition of ATP Automotive, Inc. and for general corporate purposes. Interest is based on the Prime rate or Euro dollar rate (for U.S. or Canadian dollar loans) or Eurocurrency Rate (for other multi-currency loans) plus an applicable margin that varies depending of the company's ratio of total debt to earnings before interest, taxes, were $4,258,000 and $10,095,000depreciation and amortization. Related financing costs will be amortized over the term o f the new Credit Facility which expires in February 2009.

(6)     Retirement Plans

        For the Company's two defined benefit pension plans, the net periodic benefit cost for the ninethree months ended September 30,March 31, 2004 and 2003 and 2002.
was as follows:

(5)    Acquisitions

        In August 1999, the Company acquired substantially all of the assets of Dillen Products Companies (Dillen), a Middlefield, Ohio, manufacturer of horticultural containers. During the quarter ended September 30, 2003, the Company paid approximately $777,000 as additional consideration related to the Dillen acquisition which is reflected as goodwill on the accompanying statement of consolidated financial position.

  

2004

  

2003

 

Service cost

 

$60,078

  

$49,576

 

Interest cost

 

83,443

  

79,823

 

Expected return on assets

 

(86,398

)

 

(59,971

)

Amortization of prior service cost

 

10,694

  

10,694

 

Amortization of a net loss

 

16,884

  

19,187

 

Amortization of transition obligation

 

-0-  

  

(736

)

Net periodic pension cost

 

$84,701

  

$98,573

 

-7-
-8-
Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements


(6)     Stock Compensation

        The Company accountspreviously disclosed in its financial statements for stock compensation arrangements using the intrinsic valueyear ended December 31, 2003, that it expects to contribute approximately $996,000 to its defined benefit plans in Accounting Principles Board (APB) Opinion No.25, "Accounting for Stock Issued to Employees." In accordance with the intrinsic value method,2004. As of March 31, 2004, no contributions have been made, however, the Company has not recognized any expense relatedstill anticipates contributing approximately $996,000 to stock options, as options have only been granted with an exercise price equal to market value of the shares at the date of the grant.

The alternative policyfund its defined benefit pension plans in SFAS No. 123, "Accounting for Stock Based Compensation," provides that compensation expense be recognized based on the fair value of the options awarded, determined by an option pricing model. If the Company had recognized compensation expense using the fair value method under SFAS No.123 rather than the APB 25, net income would not have been materially different than reported amounts and earnings per share would be identical for the nine months ended September 20, 2003. In calculating the compensation expense under SFAS No.123, the Company assumes that all options will vest and be exercised at the expiration date of the grant. Other assumptions used in calculating the compensation expense for options granted in the nine months ended September 30, 2003 include a dividend yield of 2.3 percent, a risk-free interest rate of 3.875 percent and a volatility measure based on the Company's stock beta of .85.2004.

(7)     Segment Information

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

        The Company's distribution segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive underbody repair. The distribution segment operates domestically through 4240 branches located in major cities throughout the United States and in foreign countries through export and businesses in which the Company holds an equity interest.

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

        Sales to external customers for manufactured plastic products, including WEK Industries, were $99.2$130.9 million for the quarter and $333.0 million for the ninethree months ended September 30, 2003,March 31, 2004, while sales to external customers of rubber products, including Michigan Rubber Products, were $12.2 million and $37.3 million for the quarter and year-to-date periods, respectively.$17.1 million. In the prior year, sales of plastic products to external customers were $92.7$119.5 million for the quarter and $301.1 million for the ninethree months ended September 30, 2002March 31, 2003 while sales to external customers of rubber products were $12.1$11.8 million for the quarter and $34.8 million for the year-to-date periods, respectively.quarter.

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

-8--9-

Part I --- Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(7)    

Three Months Ended

March 31,

(In thousands)

2004

2003

Net Sales

    Distribution of aftermarket
       repair products and services


$37,553


$31,951

    Manufacturing of polymer products

151,473

134,309

    Intra-segment elimination

(3,507

)

(3,040

)

$185,519

$163,220

Income Before Income Taxes

    Distribution of aftermarket repair
       products and services


$3,060


$2,335

    Manufacturing of polymer products

17,632

15,090

    Corporate

(3,540

)

(3,519

)

    Interest expense -- net

(3,144

)

(2,503

)

$14,008

$11,403

Item 2.   Management's Discussion and Analysis of Financial Condition and
Results of Operations

Segment InformationResults of Operations

        (con't)

Three Months Ended

Six Months Ended

September 30,

September 30,

(In thousands)

2003

2002

2003

2002

Net Sales

    Distribution of aftermarket
       repair products and services


$40,986


$41,763


$114,342


$112,794

    Manufacturing of polymer products

115,239

108,803

380,963

346,869

    Intra-segment elimination

(3,825

)

(3,940

)

(10,721

)

(11,003

)

$152,400

$146,626

$484,584

$448,660

Income Before Income Taxes

    Distribution of aftermarket repair
       products and services


$3,422


$4,276


$9,232


$11,035

    Manufacturing of polymer products

3,734

6,014

26,183

38,608

    Corporate

(2,968

)

(2,303

)

(9,528

)

(7,544

)

    Interest expense -- net

(2,386

)

(3,017

)

(7,550

)

(9,035

)

$1,802

$4,970

$18,337

$33,064

For the quarter ended March 31, 2004, the Company had sales of $185.5 million, an increase of 14 percent from the prior year and net income of $8.9 million, an increase of 23 percent from $7.2 million reported in the first quarter of 2003. Net income per share was $.29, an increase of 21 percent compared with $.24 in the prior year period. On March 10, 2004, the Company acquired ATP Automotive, Inc.(ATP) a manufacturer of molded rubber and plastic products through its subsidiaries Michigan Rubber Products (MRP) and WEK Industries (WEK). On a proforma basis, including the results of the acquired businesses for the full quarter, net sales for the quarter ended March 31, 2004 would have been $197.8 million with net income of $9.3 million or $.31 per share compared with net sales of $178.2 million for the first quarter of 2003 with net income of $7.9 million or $.26 per share.

        The net sales of $185.5 million for the quarter ended March 31, 2004 were the highest of any quarter in the Company's history and reflected stronger demand in both the distribution and manufacturing segments. In addition, favorable foreign currency translation increased sales by $6.7 million or 4 percent and contributions from the acquisition of MRP and WEK increased sales by $4.4 million or 3 percent. Without the impact of the favorable foreign currency translation and acquired businesses, net sales would have increased $11.2 million or 7 percent. Sales in the distribution segment increased 18 percent to $37.6

-9-

-10-

Myers Industries, Inc.
Part I - Financial Information


million reflecting higher unit volumes from increased sales to the auto dealer market and strong demand from tire dealers for both equipment and supplies. In the manufacturing segment, sales increased 13 percent to $151.5 million; however, without the impact of foreign currency translation or acquired businesses, sales increased only 5 percent. The increase in manufacturing segment sales was primarily the result of higher volume as the Company experienced positive growth in nearly all of its major markets.

        Cost of sales increased $15.1 million or 14 percent reflecting the higher sales volume as well as increased costs for raw materials compared with the prior year. Gross profit, expressed as a percent of sales, was virtually unchanged at 32.9 percent compared to 33.0 percent in the prior year. In the distribution segment, relatively stable selling prices and costs resulted in consistent gross profit margins between years. In the manufacturing segment, margins were also consistent as slightly higher selling prices and improved capacity utilization offset an increase in plastic resin raw material costs.

        Total operating expenses for the quarter ended March 31, 2004 increased $4.0 million or 10 percent compared to the prior year period. Approximately, $2.4 million or 60 percent of this increase was due to the impact of foreign currency translation. In addition, the Company experienced increased freight and selling expenses related to the higher sales volumes experienced in the current year. Expressed as a percent of sales, operating expenses were reduced to 23.7 percent for the quarter ended March 31, 2004 compared with 24.5 percent in the prior year

        Net interest expense increased $.6 million or 26 percent compared with the prior year period. The increase was primarily the result of higher interest rates, particularly for the $100 million of senior notes at 6.08 percent and 6.81 percent issued in December 2003. In addition, the Company increased borrowing by approximately $60 million in March 2004 in connection with the ATP acquisition.

Item 2.   Management's Discussion and Analysis of Financial Condition and
              Results of Operations

Results of Operations

        Net sales for the quarter ended September 30, 2003 were $152.4 million, an increase of 4 percent from the $146.6 million reported in the prior year period, primarily as a result of favorable currency translations for the Company's foreign business units. In the distribution segment, sales of $41.0 million were down 2 percent from $41.8 million last year reflecting reduced sales of capital equipment. Sales in the manufacturing segment were up $6.4 million , or 6 percent, with $5.0 million of the increase resulting from foreign currency

translation due to the strength of the euro. Excluding the impact of foreign currency translation, sales in the manufacturing segment were slightly higher as increased unit volumes offset pricing reductions. The impact of foreign currency translation on net income for the quarter ended September 30, 2003 was not material.

        For the nine months ended September 30, 2003, net sales were $484.6 million, an increase of $35.9 million over the prior year. Sales in the distribution segment were up $1.5 million or one percent, based on slightly higher unit volumes. Sales in the manufacturing segment were up $34.1 million, or 10 percent reflecting both higher unit volumes and favorable foreign currency effects. Excluding the impact of foreign currency translation, sales in the manufacturing segment would have increased 4 percent year to date and total sales 3 percent. For the nine months ended September 30, 2003, favorable foreign currency translation increased net income by approximately $580,000 or $.02 per share.

        Cost of sales increased 6 percent for the quarter ended September 30, 2003, and accordingly, gross profit expressed as a percent of sales declined to 29.0 percent compared to 30.3 percent in the corresponding prior year quarter. This decrease was primarily the result of business in the manufacturing segment where higher raw material costs combined with competitive pricing conditions resulted in lower margins. For the nine months ended September 30, 2003, the gross profit margin declined to 30.5 percent compared to 33.6 percent in the prior year, primarily due to higher raw material costs. Costs for high density polyethylene and polypropylene plastic resins, the Company's primary raw materials, were approximately 15 percent higher for the quarter and 30 percent higher for the nine month periods of 2003 compared with the prior year.

        Total operating expenses increased $3.6 million or 10 percent compared with the prior year. Approximately 50 percent of this increase was due to the impact of foreign currency translation for costs incurred in foreign businesses with other increases due to higher freight and selling expenses resulting from higher unit volumes. For the nine months ended September 30, 2003, operating expenses increased $13.3 million or 12 percent compared with the prior year. Approximately 54 percent of this increase was due to the impact of foreign currency translation with other increases for selling expenses related to higher unit volume sales and information systems and software costs. Expressed as a percentage of sales, operating expenses increased to 26.2 percent for the quarter and 25.1 percent for the nine month period in 2003 compared with 24.8 percent and 24.2 percent for the same periods in the prior year.

        Net interest expense decreased $.6 million or 21 percent for the quarter and $1.5 million or 16 percent for the nine months ended September 30, 2003 compared with the prior year. The lower interest expense reflects the effects of both lower interest rates and lower average borrowing levels in 2003.

-10-

Part I -- Financial Information

Myers Industries, Inc.
Notes to Financial Statements

Results of Operations (con't)

        Income taxes as a percent of income before taxes decreased to 16.4was virtually unchanged at 36.8 percent for the quarter and 34.7 percent for the nine months ended September 30, 2003March 31, 2004 compared with 38.336.9 percent and 39.8 percent forin the prior year periods. This reduction in the Company's effective tax rate is primarily the result of foreign tax rate differences, including the realization of approximately $300,000 in net operating loss carryforwards previously reserved.year.

Liquidity and Capital Resources

        Cash provided by operating activities was $35.3$14.1 million for the nine monthsquarter ended September 30, 2003March 31, 2004 compared with $44.6$3.7 million for the same period in the prior year. At September 30, 2003, totalDuring the quarter, debt outstanding was $225.5increased $56.8 million compared with $232.9 million atas a result of the beginningacquisition of 2003, and debtATP. Debt as a percentage of total capitalization was reducedincreased to 4547 percent at September 30, 2003 from 48March 31, 2004 compared with 42 percent at the beginning of the year.December 31, 2003. At September 2003,
March 31, 2004, the Company had working capital of $95.2$129.2 million and a current ratio of 1.8.2.2.

        On February 27, 2004, the Company entered into a new five year, $225 million unsecured revolving credit facility. Borrowings under the new credit facility were used to refinance the Company's then outstanding bank debt of $98.9 million and fund the acquisition of ATP for approximately $60 million. At March 31, 2004 the Company had approximately $63 million available under the new credit facility.

-11-

Part I - Financial Information
Myers Industries, Inc.


        Capital expenditures for the nine months ended September 30, 2003quarter were $13.4$5.4 million and are anticipatedexpected to be approximatelyin the range of $20 to $25 million for the full year. 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.

        On May 5, 2003, the Company entered into an amendment of its Multi-Currency Loan Agreement, primarily for the purpose of revising the covenants related to limitations as to payments for cash dividends and capital expenditures and the maintenance of maximum leverage ratios, defined as total debt to earnings before interest, taxes, depreciation and amortization. Essentially all other terms of the Loan Agreement, which expires in February 2005, were not affected by the amendment.

        During the fourth quarter ending December 31, 2003, the Company anticipates that it will issue up to $100 million in senior unsecured notes. If completed, proceeds from the senior notes would be used to pay down outstanding bank debt under the Company's existing term loan and revolving credit facility.

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 the exposure to interest rate changes is to limit the volatility and impact of rate changes on earnings while maintaining the lowest overall borrowing cost. At present, the Company has not entered into any interest rate swaps or other derivative instruments to fix the interest rate on any portion of its financing arrangements with floating rates.

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

-11-

Part I -- Financial Information
Myers Industries, Inc.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk (con't)

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



Item 4.     Controls and Procedures

        
As of the end of the period covered by this report, the Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of September 30, 2003.March 31, 2004. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to September 30, 2003.March 31, 2004.

-12-

Part II - Other Information
Myers Industries Inc.

Item 1.1

Legal Proceedings

 
 

Reference is made to Item 3 of the Form 10-K for the period ended

December 31, 2002 filed with the Commission on March 26, 2003.2003

Item 6.6

Exhibits and Reports on Form 8-K

 
 

(a)

Exhibits (see Exhibit Index page, below)

  
 

(b)

Reports on Form 8-K

 

(1)    Form 8-K filed with the Commission on JulyJanuary 24, 2004, whereby the registrant issued a press release announcing the date of the fourth quarter and fiscal 2003 regardingearnings release.

 

    earning results for the three and six months periods ended

      June 30, 2003.

(2)    Form 8-K filed with the Commission on August 18, 2003February 12, 2004, whereby the registrant issued a press release announcing earnings results for the year ended December 31, 2003.

 

    (3)    Form 8-K filed with the Commission on February 17, 2004, whereby the registrant issued a press release announcing promotion of three executive officers.that it had signed an agreement to acquire Michigan Rubber Products and WEK Industries.

 

    (4)    Form 8-K filed with the Commission on February 27, 2004, whereby the registrant issued a press release announcing that it had closed on a five-year $225 million senior unsecured revolving credit facility.

 

    (5)    Form 8-K filed with the Commission on March 11, 2004, whereby the registrant issued a press release announcing that it had closed on the acquisition of ATP Automotive, Inc., comprised of Michigan Rubber Products, Inc. and WEK Industries, Inc.

 








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.

       

October 28, 2003May 6, 2004      

  

By:

/s/ /s/ Gregory J. Stodnick

Date

Date

Gregory J. Stodnick


Vice President-Finance


Financial Officer (Duly Authorized


Officer and Principal Financial


And Accounting Officer)

 

 


Exhibit Index

3(a)

Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to Exhibit (3)(a) to Form 10-Q filed with the Commission on May 17, 1999.

3(b)

Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit (3)(b) to Form 10-K filed with the Commission on March 26, 2003.

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(b) to Form 10-K filed with the Commission on March 30, 2001.*

10(c)

Myers Industries, Inc. Amended and Restated 1992 Stock Option Plan. Reference is made to Exhibit 10(c) to Form 10-K filed with the Commission on March 30, 2001.*

10(d)

Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 10(d) to Form 10-K filed with the Commission on March 30, 2001.

10(e)

Myers Industries, Inc. 1997 Incentive Stock Plan. Reference is made to Exhibit 10.2 to Form S-8 (Registration Statement No. 333-90367) filed with the Commission on November 5, 1999.*

10(f)

Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) to Form 10-Q filed with the Commission on May 6, 2003.*

10(g)

Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit (10)(g) to Form 10-K filed with the Commission on March 26, 2003.*

10(h)

Employment Letter between Myers Industries, Inc. and John C. Orr dated February 14, 2003. Reference is made to Exhibit 10(h) to Form 10-Q filed with the Commission on May 6, 2003.*

10(i)

Change of Control Agreement between Myers Industries, Inc. and John C. Orr dated February 14, 2003. Reference is made to Exhibit 10(i) to Form 10-Q filed with the Commission on May 6, 2003.*

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)

Supplemental Compensation Agreement for Milton I. Wiskind dated April 25, 1996. Reference is made to Exhibit (10)(h) to Form 10-K filed with the Commission on March 26, 2003.*

10(l)

Employment Contract between Myers Europe, SA (fka Myers AE, SA) and Jean-Paul Lesage dated February 1, 1999. Reference is made to Exhibit (10)(i) to Form 10-K filed with the Commission on March 26, 2003.*

10(m)

Description of the terms of employment between Myers Industries, Inc. and Kevin C. O'Neil dated June 10, 2003. Reference is made to Exhibit (10)(j) to Form 10-K filed with the Commission on March 26, 2003.*

10(n)

Amended and Restated Loan Agreement between Myers Industries, Inc. and Banc One, Michigan,NA, Agent (f/k/a NBD Bank) dated as of February 3, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on February 19,1999.

10(o)

First Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of August 2, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on August 13,1999.

10(p)

Annex 1 to First Amendment Loan Agreement, Being the Loan Agreement, as Amended, among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of August 2, 1999. Reference is made to Exhibit 10(c) to Form 8-K filed with the Commission on August 13,1999.

10(q)

Second Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of August 2, 2000. Reference is made to Exhibit 10(l) to Form 10-K filed with the Commission on March 30, 2001.

10(r)

Third Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of October 6, 2000. Reference is made to Exhibit 10(m) to Form 10-K filed with the Commission on March 30, 2001.

10(s)

Fourth Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of December 31, 2000.27, 2004. Reference is made to Exhibit 10(n) to Form 10-K filed with the Commission on March 30, 2001.15, 2004

10(t)10(o)

Fifth Amendment to LoanNote Purchase Agreement amongbetween Myers Industries, Inc., and the Foreign Subsidiary BorrowersNote 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 Bank One, Michigan, as Agent for the Lenders, dated as(ii) $35,000,000 of August 7, 2001.6.81% Series 2003-A Senior Notes due December 12, 2013. Reference is made to Exhibit 10(n)10(o) to Form 10-Q10-K filed with the Commission on November 13, 2001.

10(u)

Sixth Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of May 5, 2003. Reference is made to Exhibit 10(u) to Form 10-Q filed with the Commission on July 31, 2003.

21

Subsidiaries of RegistrantMarch 15, 2004.

31.1

Certification of Stephen E. Myers, President and Chief Executive Officer of Myers Industries, Inc, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Gregory J. Stodnick, Vice President-Finance (Chief Financial Officer) of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

Certifications of Stephen E. Myers, President and Chief Executive Officer, and Gregory J. Stodnick, Vice President--Finance (Chief Financial Officer), of Myers Industries, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


______________
* Indicates executive compensation plan or arrangement.

 

Exhibit 31.1

Certification Per Section 302 of the Sarbanes-Oxley Act of 2003


       I, Stephen E. Myers, Chief Executive Officer of Myers Industries, Inc., certify that:

          1. I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

          2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

          3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of , and for, the periods presented in this quarterly report;

          4. The registrant's other certifying officers(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e); and 15d-15(e)) for the registrant and we have:

              a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

              b) Evaluated the effectiveness of the registrants'sregistrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

              c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

          5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

              a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

              b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: October 28, 2003May 6, 2004

/s/ Stephen E. Myers

 

Stephen E. Myers, Chief Executive Officer

 

 

Exhibit 31.2


Certification Per Section 302 of the Sarbanes-Oxley Act of 2003


       I, Gregory J. Stodnick, Chief Financial Officer of Myers Industries, Inc., certify that:

          1. I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

          2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

          3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report

          4. The registrant's other certifying officers(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e); and 15d-15(e)) for the registrant and we have:

              a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

              b) Evaluated the effectiveness of the registrants'sregistrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

              c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

          5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

              a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

              b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: October 28, 2003May 6, 2004

 

/s/ Gregory J Stodnick

 

Gregory J Stodnick, Chief Financial Officer

Exhibit 32



CERTIFICATIONS
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



       In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on
Form 10-Q for the period ended SeptemberMarch 31, 2003,2004, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Stephen E. Myers, Chief Executive Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, and to my knowledge:

            (1) The Quarterly Report on Form 10-Q of the Company for the period ended
            SeptemberMarch 31, 20032004 which this certification accompanies fully complies with the
            requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
            and

            (2) The information contained in the Report fairly presents, in all material
            respects, the financial condition and results of operations of the Company.

     

/s/ Stephen E. Myers

     

Stephen E. Myers, Chief Executive Officer

     

Dated: October 28, 2003May 6, 2004




       In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on
Form 10-Q for the period ended SeptemberMarch 31, 2003,2004, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gregory J. Stodnick, Vice President-Finance
(Chief Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:

            (1) The Quarterly Report on Form 10-Q of the Company for the period ended
            SeptemberMarch 31, 20032004 which this certification accompanies fully complies with the
            requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
            and

            (2) The information contained in the Report fairly presents, in all material
            respects, the financial condition and results of operations of the Company.

     

/s/ Gregory J. Stodnick

     

Gregory J. Stodnick, Vice President-Finance

     

Dated: October 28, 2003May 6, 2004