SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
   
þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended JuneSeptember 30, 2011
OR
   
o 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)
   
Ohio
34-0778636
(State or other jurisdiction of
(IRS Employer Identification
incorporation or organization) 34-0778636
(IRS Employer
Identification Number)
   
1293 South Main Street  
Akron, Ohio 44301
(Address of principal executive offices) (Zip code)
(330) 253-5592
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(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. Yesþ Noo.
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 sortershorter period that the registrant was required to submit and post such files). Yesþ Noo
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):
       
Large accelerated filero Accelerated filerþ Non-accelerated filero Smaller reporting companyo.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
   
Class Outstanding as of July 31,October 25, 2011
Common Stock, without par value 34,719,39233,370,325 shares
 
 

 

 


 

Table of Contents
     
    
     
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  1821 
     
 Exhibit 21
 Exhibit 31(a)
 Exhibit 31(b)
 Exhibit 32
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT

 

 


Part I — Financial Information
Item 1. Financial Statements
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Financial Position

(Dollars in thousands)
                
Assets June 30, 2011 December 31, 2010  September 30, 2011 December 31, 2010 
 (Unaudited)  (Unaudited) 
  
Current Assets
  
Cash $6,936 $4,705  $2,851 $4,705 
Accounts receivable-less allowances of $4,020 and $2,950, respectively 101,577 98,799 
Accounts receivable-less allowances of $4,126 and $2,950, respectively 101,299 98,799 
  
Inventories  
Finished and in-process products 77,148 67,580  75,099 67,580 
Raw materials and supplies 29,547 28,824  28,596 28,824 
          
 106,695 96,404  103,695 96,404 
  
Prepaid expenses 7,352 8,158  5,752 8,158 
Deferred income taxes 5,770 5,781  4,843 5,781 
          
Total Current Assets
 228,330 213,847  218,440 213,847 
  
Other Assets
  
Goodwill 41,082 40,892  44,523 40,892 
Patents and other intangible assets 17,653 18,667  17,725 18,667 
Other 6,890 7,174  7,737 7,174 
          
 65,625 66,733  69,985 66,733 
Property, Plant and Equipment, at Cost
  
Land 4,369 4,369  4,124 4,369 
Buildings and leasehold improvements 59,904 59,690  55,659 59,690 
Machinery and equipment 387,753 383,664  386,724 383,664 
          
 452,026 447,723  446,507 447,723 
Less allowances for depreciation and amortization  (309,714)  (295,908)  (309,010)  (295,908)
          
Property, plant and equipment, net 142,312 151,815  137,497 151,815 
          
  
 $436,267 $432,395  $425,922 $432,395 
          
See notes to unaudited condensed consolidated financial statements.

 

1


Part I — Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Financial Position

(Dollars in thousands, except share data)
                
Liabilities and Shareholders’ Equity June 30, 2011 December 31, 2010  September 30, 2011 December 31, 2010 
 (Unaudited)  (Unaudited) 
Current Liabilities
  
Accounts payable $53,301 $64,143  $60,947 $64,143 
Accrued expenses  
Employee compensation 18,562 18,294  20,380 18,294 
Income taxes 6,553 5,891  3,462 5,891 
Taxes, other than income taxes 1,925 1,970  2,683 1,970 
Accrued interest 281 195  844 195 
Other 14,393 15,533  17,088 15,533 
Current portion of long-term debt 305 305  305 305 
          
  
Total Current Liabilities
 95,320 106,331  105,709 106,331 
  
Long-term debt, less current portion 90,425 83,530  79,925 83,530 
Other liabilities 6,741 5,936  13,107 5,936 
Deferred income taxes 24,943 24,793  24,168 24,793 
  
Shareholders’ Equity
  
Serial Preferred Shares (authorized 1,000,000 shares; none issued and outstanding) -0- -0-  -0- -0- 
Common Shares, without par value (authorized 60,000,000 shares; outstanding 34,985,304 and 35,315,732; net of treasury shares of 2,845,753 and 2,592,175, respectively) 21,267 21,486 
Common Shares, without par value (authorized 60,000,000 shares; outstanding 33,572,151 and 35,315,732; net of treasury shares of 4,340,506 and 2,592,175, respectively) 20,405 21,486 
Additional paid-in capital 279,600 281,376  266,010 281,376 
Accumulated other comprehensive income 12,798 10,164  6,621 10,164 
Retained deficit  (94,827)  (101,221)  (90,023)  (101,221)
          
  
 218,838 211,805  203,013 211,805 
          
  
 $436,267 $432,395  $425,922 $432,395 
          
See notes to unaudited condensed consolidated financial statements.

 

2


Part I — Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss) (Unaudited)
For the Three and SixNine Months Ended JuneSeptember 30, 2011 and 2010
(Dollars in thousands, except share data)
                                
 For The Three Months Ended For The Six Months Ended  For The Three Months Ended For The Nine Months Ended 
 June 30, June 30, June 30, June 30,  September September September September 
 2011 2010 2011 2010  30, 2011 30, 2010 30, 2011 30, 2010 
  
Net sales $176,805 $175,906 $370,246 $362,329  $190,045 $187,045 $560,291 $549,374 
Cost of sales 132,772 141,955 274,188 283,465  142,543 145,568 416,732 429,033 
                  
Gross profit 44,033 33,951 96,058 78,864  47,502 41,477 143,559 120,341 
  
Selling, general and administrative expenses 35,360 33,960 75,016 68,392  40,243 35,183 115,258 103,575 
                  
  
Operating income (loss) 8,673  (9) 21,042 10,472 
Operating income 7,259 6,294 28,301 16,766 
  
Interest expense, net 1,153 1,851 2,391 3,651  1,264 1,722 3,655 5,373 
                  
  
Income (loss) before income taxes 7,520  (1,860) 18,651 6,821 
Income before income taxes 5,995 4,572 24,646 11,393 
  
Income taxes (benefit) 2,862  (761) 7,274 2,390 
Income tax (benefit) expense  (1,219) 1,353 6,055 3,743 
                  
  
Net income (loss) $4,658 $(1,099) $11,377 $4,431 
Net income $7,214 $3,219 $18,591 $7,650 
                  
  
Income (loss) per common share: 
Income per common share: 
Basic and diluted $0.13 $(0.03) $0.32 $0.13  $0.21 $0.09 $0.53 $0.22 
                  
  
Dividends per share $0.070 $0.065 $0.140 $0.130 
Dividends declared per share $0.070 $0.065 $0.210 $0.195 
                  
See notes to unaudited condensed consolidated financial statements.

 

3


Part I — Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the SixNine Months Ended JuneSeptember 30, 2011 and 2010
(Dollars in thousands)
        
 June 30, 2011 June 30, 2010         
  September 30, 2011 September 30, 2010 
Cash Flows From Operating Activities
  
Net income $11,377 $4,431  $18,591 $7,650 
 
Items not affecting use of cash 
Items not affecting use of cash: 
Depreciation 16,064 15,019  24,102 22,482 
Impairment charges 252 -0- 
Impairment charges and asset write-offs 814 -0- 
Amortization of intangible assets 1,474 1,485  2,210 2,217 
Non-cash stock compensation 1,607 1,133  2,151 1,796 
Provision for loss on accounts receivable 1,773 327  1,179 557 
Deferred taxes 635  (930)
Other long-term liabilities 3,015 51 
Gain on sale of property, plant and equipment  (591)  (733)
Other 50 -0-  50 -0- 
Deferred taxes  (70)  (76)
Gain on sale of property, plant and equipment -0-  (733)
Cash flow provided by (used for) working capital 
Cash flow provided by (used for) working capital: 
Accounts receivable  (4,281)  (3,262)  (5,024)  (18,374)
Inventories  (9,247) 1,154   (8,759) 5,014 
Prepaid expenses 903 798  2,294 1,442 
Accounts payable and accrued expenses  (11,151)  (22,896)  (422)  (6,634)
          
Net cash provided by (used for) operating activities 8,751  (2,620)
Net cash provided by operating activities 40,245 14,538 
          
  
Cash Flows From Investing Activities
  
Additions to property, plant and equipment  (13,337)  (14,508)
Acquisition of business, net of cash acquired  (1,100)  (411)
Proceeds from sale of property, plant and equipment -0- 5,165  1,082 5,213 
Additions to property, plant and equipment  (5,765)  (9,320)
Other 848 73   (92) 209 
          
Net cash used for investing activities  (4,917)  (4,082)  (13,447)  (9,497)
          
  
Cash Flows From Financing Activities
  
Net borrowing on credit facility 6,552 12,552 
Net (repayment) borrowing on credit facility  (3,212) 2,700 
Cash dividends paid  (4,715)  (4,611)  (7,163)  (6,915)
Proceeds from issuance of common stock 70 72  173 103 
Repurchase of common stock  (3,722) -0-   (18,821) -0- 
          
Net cash (used for) provided by financing activities  (1,815) 8,013 
Net cash used for financing activities  (29,023)  (4,112)
          
  
Foreign Exchange Rate Effect on Cash 212 17  371 163 
          
  
Net increase in cash 2,231 1,328 
Net (decrease) increase in cash  (1,854) 1,092 
Cash at January 1 4,705 4,728  4,705 4,728 
          
Cash at June 30 $6,936 $6,055 
Cash at September 30 $2,851 $5,820 
          
See notes to unaudited condensed consolidated financial statements.

 

4


Part I — Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)
For the SixNine Months Ended JuneSeptember 30, 2011
(Dollars in thousands, except per share data)
                                
 Accumulative    Accumulative   
 Additional Other Retained  Additional Other Retained 
 Common Paid-In Comprehensive Income  Common Paid-In Comprehensive Income 
 Stock Capital Income (Deficit)  Stock Capital Income (Deficit) 
  
Balance at January 1, 2011
 $21,486 $281,376 $10,164 $(101,221) $21,486 $281,376 $10,164 $(101,221)
  
Net income -0- -0- -0- 11,377  -0- -0- -0- 18,591 
  
Foreign currency translation adjustment -0- -0- 2,634 -0-  -0- -0-  (3,543) -0- 
  
Purchases for treasury  (227)  (3,495) -0- -0-   (1,095)  (17,726) -0- -0- 
  
Common stock issued 8 112 -0- -0-  14 209 -0- -0- 
  
Stock based compensation -0- 1,607 -0- -0-  -0- 2,151 -0- -0- 
  
Dividends — $.14 per share -0- -0- -0-  (4,983)
Dividends declared — $.21 per share -0- -0- -0-  (7,393)
                  
  
Balance at June 30, 2011
 $21,267 $279,600 $12,798 $(94,827)
Balance at September 30, 2011
 $20,405 $266,010 $6,621 $(90,023)
                  
See notes to unaudited condensed consolidated financial statements.

 

5


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Statement of Accounting Policy
The accompanying condensed consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (collectively, the “Company”), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s latest annual report on Form 10-K.
In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of JuneSeptember 30, 2011, and the results of operations and cash flows for the periods presented. The results of operations for the three and sixnine months ended JuneSeptember 30, 2011 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2011.
Reclassification
Certain prior year amounts in the accompanying condensed consolidated financial statements have been restated in conformity with generally accepted accounting principles to conform to the current year’s presentation.
Recent Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updated (ASU) No. 2011-05,Comprehensive Income (Topic 220) — Presentation of Comprehensive Income. The new accounting standard will require companies to present the components of net income and other comprehensive income either as one continuous statement or two separate but consecutive statements. The update eliminates the option to report other comprehensive income and its components in the statement of changes in equity. The Company plans to adopt this guidance beginning in the first quarter of 2012. The Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated financial statements, as this guidance modifies presentation of other comprehensive income already disclosed in the financial statements.
In September 2011, the FASB issued ASU No. 2011-08,Intangibles — Goodwill and Other (Topic 350). The update gives companies the option to perform a qualitative assessment that may enable them to forgo the annual two-step test for impairment. ASU No. 2011-08 allows a qualitative assessment to first be performed to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If a company concludes that this is the case, it must perform the two-step test. Otherwise a company does not have to perform the two-step test. The ASU also includes a revised list of events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The ASU is effective for fiscal years beginning after December 15, 2011 with early adoption permitted. The Company conducts its annual impairment assessment as of October 1, which will include adoption of this guidance.
Fair Value Measurement
The Company follows guidance included in ASC 820,Fair Value Measurements and Disclosures, for its financial assets and liabilities, as required. The guidance established a common definition for fair value to be applied to U.S. GAAP requiring the use of fair value, established a framework for measuring fair value, and expanded disclosure requirements about such fair value measurements. The guidance did not require any new fair value measurements, but rather applied to all other accounting pronouncements that require or permit fair value measurements. Under ASC 820, the hierarchy that prioritizes the inputs to valuation techniques used to measure fair value is divided into three levels:
 
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
 
 Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs that are observable either directly or indirectly.
 
 Level 3: Unobservable inputs for which there is little or no market data or which reflect the entity’s own assumptions.

6


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
The fair value of the Company’s cash, accounts receivable, accounts payable and accrued expenses are considered to have a fair value which approximates carrying value due to the nature and relative short maturity of these assets and liabilities.
The fair value of debt under the Company’s Credit Agreement approximates carrying value due to the floating interest rates and relative short maturity (less than 90 days) of the revolving borrowings under this agreement. The fair value of the Company’s $35 million fixed rate senior notes was estimated at $38.4$38.7 million at JuneSeptember 30, 2011 using market observable inputs for the Company’s comparable peers with public debt, including quoted prices in active markets and interest rate measurements which are considered level 2 inputs.

6


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Inventories
Approximately 27 percentone quarter of the Company’s inventories use the last in first out (LIFO) method of determining cost. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management’s estimates of expected year-end inventory levels and costs. Because these are subject to many factors beyond management’s control, estimated interim results are subject to change in the final year-end LIFO inventory valuation and therefore, no adjustment was recorded at June 30, 2011.as of an interim period.
Acquisitions
On July 20, 2011, the Company acquired tooling assets and intellectual property from Material Improvements L.P. for a new reusable plastic container used in producing, shipping and processing bulk natural cheese. The total purchase price was $5.7 million, comprised of a $1.1 million cash payment and $4.6 million contingent consideration. The preliminary allocation of purchase price included $0.3 million of property, plant and equipment, amortizable intangible assets, which included $1.2 million in technology and $0.2 million for trade name, and $3.9 million in goodwill. These assets and assumed liabilities were recorded at estimated fair value as of the date of the acquisition using primarily level 3 inputs. The operating results of the business acquired are included in our Material Handling Segment; however, no sales have been recorded during the third quarter related to the acquisition. The Company is awaiting final valuation studies to complete the purchase price allocation.
On July 21, 2010, the Company acquired the assets of Enviro-Fill, Inc., a developer of a new fuel overfill prevention and fuel vapor capture system. The total purchase price was approximately $1.5 million, including contingent liabilities for additional future consideration. The allocation of purchase price includes $0.8 million of amortizable intangible assets and $0.7 million of goodwill. These assets were recorded at fair value as of the date of acquisition using primarily level 2 and 3 inputs. The Enviro-Fill business is included in the Company’s Engineered Products Segment.
Goodwill
The change infollowing table presents the net carrying amount of goodwill allocated by reporting unit, and changes for the sixnine months ended JuneSeptember 30, 2011 was as follows:2011:
                                        
 Foreign    Foreign   
(Amount in thousands) Balance at Currency Balance at 
(In thousands) Balance at Currency Balance at 
Segment January 1, 2011 Acquisitions Translation Impairment June 30, 2011  January 1, 2011 Acquisitions Translation Impairment September 30, 2011 
Distribution $214 $-0- $-0- $-0- $214  $214 $-0- $-0- $-0- $214 
Engineered Products 707 -0- -0- -0- 707  707 -0- -0- -0- 707 
Material Handling — North America 30,383 -0- -0- -0- 30,383 
Material Handling 30,383 3,896 -0- -0- 34,279 
Lawn and Garden 9,588 -0- 190 -0- 9,778  9,588 -0-  (265) -0- 9,323 
                      
Total $40,892 $-0- $190 $-0- $41,082  $40,892 $3,896 $(265) $-0- $44,523 
                      

7


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Discontinued Operations
On February 1, 2007, the Company sold its former Material Handling — Europe business segment. On November 10, 2010, the French Tax Authorities issued a notice of assessment to the buyer, and current owner, of these businesses. The assessment related to business taxes for the years 2006, 2007 and 2008, and totaled 1.5 million euros. As part of the sale agreement, the Company provided indemnification to the current owner for any taxes, interest, penalties and reasonable costs related to these businesses for periods through the date of sale. On January 13, 2011, the Company filed a Notice of Claim to protest the assessment with the French Tax Authorities. The Company and its French legal counsel believe that the basis for the assessment is not valid, and accordingly, will continue to appeal the claim through all available means. Accordingly, no amounts have been recognized in the financial statements related to this matter.

7


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Net Income (Loss) Per Common Share
Net income (loss) per common share, as shown on the Condensed Consolidated Statements of Income, (Loss), is determined on the basis of the weighted average number of common shares outstanding during the period as follows:
                                
 Three Months Ended Six Months Ended  Three Months Ended Nine Months Ended 
 June 30, June 30,  September 30, September 30, 
 2011 2010 2011 2010  2011 2010 2011 2010 
Weighted average common shares outstanding  
Basic 35,249,616 35,303,727 35,279,504 35,297,283  34,354,210 35,310,744 34,938,806 35,301,608 
Dilutive effect of stock options and restricted stock -0- -0- 156,608 116,860  106,742 71,667 89,607 59,131 
                  
Weighted average common shares outstanding diluted 35,249,616 35,303,727 35,436,112 35,414,143  34,460,952 35,382,411 35,028,413 35,360,739 
                  
Options to purchase 1,172,729692,810 and 1,757,4041,159,679 shares of common stock that were outstanding at Junefor the three months and nine months ended September 30, 2011, respectively, were not included in the computation of diluted earnings per share for the three months and six months ended June 30, 2011, respectively,these respective periods as the exercise price of these options was greater than the average market price of common shares, and their effect would be anti-dilutive. Options to purchase 1,584,8301,570,196 that were outstanding at JuneSeptember 30, 2010 were not included in the computation of diluted earnings per share for the three and six months ended June 30,amounts in 2010 as the exercise price of these options was greater than the average market price of common shares, and their effect would be anti-dilutive. In addition, 119,232 dilutive common shares were excluded from the computation of the loss per common share in the three months ended June 30, 2010 due to the Company’s net loss position.
Supplemental Disclosure of Cash Flow Information
The Company’s cash payments for interest and income taxes for the three and six monthsnine month periods ended JuneSeptember 30, 2011 and 2010 are as follows:
                 
  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
(In thousands) 2011  2010  2011  2010 
Interest $1,548  $3,288  $2,057  $3,389 
Income taxes $6,304  $5,974  $6,373  $7,637 
Comprehensive Income
A summary of comprehensive income for the three and six months ended June 30, 2011 and 2010 is as follows:
                 
  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
(In thousands) 2011  2010  2011  2010 
Net income (loss) $4,658  $(1,099) $11,377  $4,431 
Other comprehensive income:                
Foreign currency translation adjustment  824   (2,861)  2,634   (1,021)
             
Comprehensive income (loss) $5,482  $(3,960) $14,011  $3,410 
             
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
(In thousands) 2011  2010  2011  2010 
Interest paid $441  $116  $2,498  $3,505 
Income taxes paid $1,576  $89  $7,855  $7,726 

 

8


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Comprehensive Income
A summary of comprehensive income for the three and nine month periods ended September 30, 2011 and 2010 is as follows:
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
(In thousands) 2011  2010  2011  2010 
Net income $7,214  $3,219  $18,591  $7,650 
Other comprehensive income:                
Foreign currency translation adjustment  (6,177)  2,510   (3,543)  1,489 
             
Comprehensive income $1,037  $5,729  $15,048  $9,139 
             
Accumulated Other Comprehensive Income
As of JuneSeptember 30, 2011 and December 31, 2010, the balance in the Company’s accumulated other comprehensive income is comprised of the following:
                
 June 30, December 31,  September 30, December 31, 
(In thousands) 2011 2010  2011 2010 
Foreign currency translation adjustments $14,868 $12,234  $8,691 $12,234 
Pension adjustments  (2,070)  (2,070)  (2,070)  (2,070)
          
Total $12,798 $10,164  $6,621 $10,164 
          
Restructuring
During the sixnine months ended JuneSeptember 30, 2011, and 2010, the Company recorded totalnet expenses of $0.1 million in selling, general and administrative (“SG&A”) and $1.2 million and $1.7 million, respectively,in cost of goods sold (“COS”) for costs associated with restructuring plans including impairment of property, plant and equipment, lease obligations, severance, consulting and other related charges. Restructuring expenses recorded during the nine months ended September 30, 2010 were $1.1 million in SG&A and $1.0 million in COS. Impairment charges for property, plant and equipment were based on appraisals or estimated market values of similar assets which are considered level 2 inputs. Estimated lease obligations associated with closed facilities were based on level 2 inputs.
In the three and sixnine months ended JuneSeptember 30, 2011, the Company recorded expenses of $0.6$0.1 million and $1.2$1.3 million, respectively, related to restructuring activities. The restructuringRestructuring costs in the three months ended September 30, 2011 included charges of $0.3$0.5 million in the Distribution Segment related to severance and non-cancelable lease costs offset by a gain of $0.5 million on the sale of distribution facility. In addition, $0.1 million of restructuring charges were recorded in the Engineered Products Segment. In the nine months ended September 30, 2011, net restructuring costs of $0.7 million in the three and six months ended June 30, 2011, respectively,Distribution Segment related to the Distribution Segmentcharges of $1.2 million offset by a gain of $0.5 million from a sale of a facility and a $0.3 million write-down for an idle Lawn and Garden manufacturing facility fromin the first quarterquarter. In addition, restructuring charges of 2011.$0.3 million in the Engineered Products Segment for the nine month period ended September 30, 2011 related to non-cancelable lease costs.
In the three and sixnine months ended JuneSeptember 30, 2010, the Company recorded expenses of approximately $0.9$0.4 million and $1.7$2.1 million, respectively, for restructuring costs that were primarily related to 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 $5.1 million and recorded a gain on the sale of $0.7 million.

9


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
The accrued liability balance for severance and other exit costs associated with restructuring is included in Other Accrued expenses onin the Condensed Consolidated StatementStatements of Financial Position. Activity related to the Company’s restructuring reserves as of JuneSeptember 30, 2011 is as follows:
        
(Dollars in thousands)    
Balance at January 1, 2011 $763  $763 
Provision  (285)
Provision (reversal)(a)  (285)
Less: Payments  (200)  (237)
      
Balance at June 30, 2011 $278 
Balance at September 30, 2011 $241 
      
(a)Related to reserves for actions no longer needed for their originally intended purposes.
As a result of restructuring activity and plant closures, approximately $5.0$5.7 million of property, plant, and equipment has been classified as held for sale at both JuneSeptember 30, 2011 and December 31, 2010, and is included in other assetsOther Assets in the Condensed Consolidated Statements of Financial Position. At December 31, 2010 approximately $5.0 million was classified as held for sale.
Stock Compensation
The Company’s 2008 Incentive Stock Plan (the “2008 Plan”) authorizes the Compensation Committee of the Board of Directors 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, options granted and outstanding vest over a three to five yearsyear period and expire ten years from the date of grant.

9


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Stock compensation expense was $1.0$0.5 million for the three months ended JuneSeptember 30, 2011 and $0.6$0.7 million for the three months ended JuneSeptember 30, 2010, respectively.2010. Stock compensation expense was $1.6$2.2 million and $1.1$1.8 million for the sixnine months ended JuneSeptember 30, 2011 and 2010, respectively. Stock compensation is included in SG&A expenseselling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income. Total unrecognized compensation costs related to non-vested share based compensation arrangements at JuneSeptember 30, 2011 was approximately $3.9$3.2 million which is expected to be recognized over the next three years.
On March 3, 2011, 355,025 stock option shares were granted with a three year vesting period. The fair value of these option shares was estimated using a Trinomial Lattice 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 and through the expected term. The dividend yield rate is based on the Company’s historical dividend yield, and expected volatility is derived from historical volatility of the Company’s shares and those of similar companies measured against the market as a whole.
     
Model    
Risk free interest rate  3.79%
Expected dividend yield  2.90%
Expected life of award (years)  6.00 
Expected volatility  50.72%
Fair value per option share $3.69 

10


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
The following table summarizes the stock option activity for the sixnine months ended JuneSeptember 30, 2011:
                        
 Average Weighted  Average Weighted 
 Exercise Average  Exercise Average 
 Shares Price Life  Shares Price Life 
Outstanding at January 1, 2011 1,845,210 $11.65  1,845,210 $11.65 
Options Granted 355,025 10.10  365,025 10.10 
Options Exercised  (1,727) 8.00   (8,868) 9.52 
Cancelled or Forfeited  (121,184) 12.88   (150,644) 12.59 
              
Outstanding at June 30, 2011 2,077,324 $11.32 7.21 years 
Outstanding at September 30, 2011 2,050,723 $11.32 6.97 years
              
  
Exercisable at June 30, 2011 1,352,727 $11.81 
Exercisable at September 30, 2011 1,329,708 $11.82 
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 all stock options exercised during the sixnine months ended JuneSeptember 30, 2011 and 2010 was approximately $4$16 and $13, respectively.
In addition, at JuneSeptember 30, 2011 and December 31, 2010, the Company had outstanding 291,850288,500 and 177,250 shares of restricted stock, respectively, with vesting periods through March 2014. The restricted stock awards are rights to receive shares of common stock subject to forfeiture and other restrictions, which generally vest over a three to four year period.
Income Taxes
For the quarter ended September 30, 2011, the Company had a tax benefit of $1.2 million. The Company recognized net favorable income tax adjustments of approximately $3.8 million that were largely the result of reversing previously reserved tax benefits related to the loss on the sale of one of our subsidiaries in 2007 and other tax adjustments, including provision to return adjustments resulting from changes in estimates. The tax benefit generated by the sale and the related accrued interest was reversed in the third quarter based on the expiration of the statute of limitations for assessment of the taxes.
The effective tax rate for the quarter ended September 30, 2010 was 29.6% and primarily reflects the benefit of approximately $0.3 million from the recognition of tax benefits previously reserved.
As of December 31, 2010,September 30, 2011, the total amount of gross unrecognized tax benefits was $5.8approximately $1.0 million of which $5.5$0.6 million would reduce the Company’s effective tax rate. The unrecognized tax benefits include $4.2 million from the tax position taken on the Company’s 2007 U.S. Corporate Income Tax Return relating to the loss on the sale of its European Material Handling business. The amount of accrued interest expense related to uncertain tax positions at September 30, 2011 was approximately $0.1 million. The Company recognizes accrued amounts of interest and penalties related to uncertain tax positions as part of its income tax expense.
The following table summarized current year activity related to the Company’s unrecognized tax benefits:
     
Balance at January 1, 2011 $5,767 
Increase related to prior year tax positions  288 
Expiration of statute of limitations for assessment of taxes  (4,963)
    
     
Balance at September 30, 2011 $1,092 
    
As of September 30, 2011, the Company and its significant subsidiaries are subject to examination for the years after 2004 in Brazil, after 2005 in Canada, and after 2007 in the United States. The Company and its subsidiaries are subject to examination in certain states within the Company’s consolidated financial position at December 31, 2010 was $0.4 million. No material changes have occurredUnited States starting after 2006 and in the liability for unrecognized tax benefits during the six months ended June 30, 2011.remaining states after 2007.

 

1011


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(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 Condensed Consolidated Statements of Income.
As of June 30, 2011, the Company and its significant subsidiaries are subject to examination for the years after 2004 in Brazil, after 2005 in Canada, and after 2006 in the United States. The Company and its subsidiaries are subject to examination in certain states within the United States starting after 2005 and in the remaining states after 2006 and 2007.
In the current year, certain unrecognized tax benefits, including $4.2 million related to the Company’s 2007 sale of its European Material Handling business, are expected to be recognized in the quarter ending September 30, 2011.
Retirement Plans
The Company and certain of its subsidiaries have pension and profit sharing plans covering substantially all of their employees. The Company’s frozen defined benefit pension plan provides benefits primarily based upon a fixed amount for each year of service as defined. The net periodic pension cost for the three and sixnine months ended JuneSeptember 30, 2011 and 2010, respectively, are as follows:
                 
  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2011  2010  2011  2010 
Service cost $18  $9  $36  $18 
Interest cost  76   80   152   160 
Expected return on assets  (77)  (74)  (154)  (148)
Amortization of actuarial net loss  16   15   32   30 
             
Net periodic pension cost $33  $30  $66  $60 
             
As of June 30, 2011, the Company made contributions of $76 to the pension plan and expects to make contributions totaling $268 in 2011.
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2011  2010  2011  2010 
Service cost $18  $9  $54  $27 
Interest cost  76   80   228   240 
Expected return on assets  (77)  (74)  (231)  (222)
Amortization of actuarial net loss  16   15   48   45 
             
Net periodic pension cost $33  $30  $99  $90 
             
Company contributions         $268  $-0- 
               
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.
AEnvironmental
New Idria Mercury Mine
In September 2011, a preliminary notification was issued from the U.S. Environmental Protection Agency (EPA) adding the New Idria Mercury Mine site located near Hollister, California to the Superfund National Priorities List (NPL) because of alleged contaminants discharged to California waterways. The effective date of the NPL is October 17, 2011. The New Idria Quicksilver Mining Company, founded in 1936, owned and operated the New Idria Mine through 1972. In 1981, New Idria was merged into Buckhorn Inc., which was subsequently acquired by Myers Industries in 1987. The EPA contends that past mining operations have resulted in mercury contamination and acid mine drainage in the San Carlos Creek, Silver Creek and a portion of Panoche Creek and that other downstream locations may also be impacted.
The Company is subject to environmental laws and regulations which may require that the Company investigate and remediate the effects of the release or disposal of materials at sites with past and present operations. Since Buckhorn Inc. may be a potentially responsible party (PRP) of the New Idria Mercury Mine, the Company recognized an expense of $1.9 million during the three months ended September 30, 2011 related to performing a remedial investigation and feasibility study to determine the extent of remediation, if any, and the screening of alternatives. As investigation and remediation proceed, it is possible that adjustments to the liability will be necessary to reflect new information. Estimates of the Company’s liability are based on current facts, laws, regulations and technology. Estimates of the Company’s environmental liabilities are further subject to uncertainties regarding the nature and extent of site contamination, the range of remediation alternatives available, evolving remediation standards, imprecise engineering evaluation and cost estimates, the extent of corrective actions that may be required and the number and financial condition of parties, includingother PRPs, as well as the extent of their responsibility for the remediation, and the availability of insurance coverage for these expenses. At this time, further remediation cost estimates are not known and have not been prepared.

12


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
California Regional Water Quality Control Board
In October 2008, the Company and its subsidiary, Buckhorn Inc., along with a number of other parties 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 Company’s financial statements.

11


Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Other
In October 2009, an employee was fatally wounded while performing maintenance at the Company’s manufacturing facility in Springfield, Missouri. On February 22, 2011, the family of the deceased filed a civil complaint against the manufacturer of the press involved in the incident and the Buckhorn Inc. employee involved in the incident. Buckhorn Inc. has not been named as a party to this lawsuit. At this time the Company is not able to determine whether this proceeding or the incident will result in legal exposure to the Company, or if any such liability that results would be material to the Company’s financial statements. The Company believes that it has adequate insurance to resolve any claims resulting from this incident.
When management believes that a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the estimated loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable of occurrence than another. As additional information becomes available, any potential liability related to these matters will be assessed and the estimates will be revised, if necessary.
Based on current available information, management believes that the ultimate outcome of these matters will not have a material adverse effect on our financial position or overall trends in its results of operations. However, these matters are subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or in future periods.
Segment Information
Using the criteria of ASC 280Segment Reporting,the Company has four operating segments: Lawn and Garden, Material Handling, Distribution, and Engineered Products. Each of these operating segments is also a reportable segment under the ASC 280 criteria.
None of the reportable segments include operating segments that have been aggregated. Some of these segments contain individual business components that have been aggregated on the basis of common management, customers, products, production processes and other economic characteristics.
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.

13


                 
  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
Net Sales 2011  2010  2011  2010 
Lawn and Garden $41,358  $45,241  $106,446  $114,746 
Material Handling  67,008   62,729   132,738   122,940 
Distribution  46,091   43,955   87,725   82,687 
Engineered Products  27,897   29,747   55,822   54,156 
Intra-segment elimination  (5,549)  (5,766)  (12,485)  (12,200)
             
Sales from continuing operations $176,805  $175,906  $370,246  $362,329 
             
Part I — Financial Information
                 
  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
Income (Loss) Before Income Taxes 2011  2010  2011  2010 
Lawn and Garden $(1,619) $(5,479) $2,259  $(722)
Material Handling  8,396   3,452   18,657   8,862 
Distribution  4,015   3,628   7,087   6,530 
Engineered Products  2,591   3,084   5,380   5,637 
Corporate  (4,709)  (4,694)  (12,341)  (9,835)
Interest expense-net  (1,153)  (1,851)  (2,391)  (3,651)
             
Income from continuing operations before income taxes $7,520  $(1,860) $18,651  $6,821 
             
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
Net Sales 2011  2010  2011  2010 
Lawn and Garden $45,552  $49,569  $151,998  $164,315 
Material Handling  72,070   69,381   204,808   192,321 
Distribution  48,785   45,979   136,511   128,666 
Engineered Products  29,360   28,031   85,182   82,187 
Intra-segment elimination  (5,722)  (5,915)  (18,208)  (18,115)
             
Net Sales $190,045  $187,045  $560,291  $549,374 
             
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
Income Before Income Taxes 2011  2010  2011  2010 
Lawn and Garden $(1,413) $(2,542) $846  $(3,264)
Material Handling  8,870   7,080   27,526   15,942 
Distribution  4,564   4,480   11,651   11,009 
Engineered Products  3,001   2,334   8,381   7,971 
Corporate  (7,763)  (5,058)  (20,103)  (14,892)
Interest expense-net  (1,264)  (1,722)  (3,655)  (5,373)
             
Income before income taxes $5,995  $4,572  $24,646  $11,393 
             

 

1214


Part I — Financial Information
Item 2. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the SecondThird Quarter of 2011 to the SecondThird Quarter of 2010
Net Sales:
                                
 Quarter Ended      Quarter Ended     
(dollars in millions) June 30,      September 30,     
Segment 2011 2010 Change % Change  2011 2010 Change % Change 
Lawn and Garden $41.4 $45.2 $(3.8)  (8%) $45.6 $49.6 $(4.0)  (8%)
Material Handling $67.0 $62.7 $4.3  7% $72.1 $69.4 $2.7  4%
Distribution $46.1 $44.0 $2.1  5% $48.8 $46.0 $2.8  6%
Engineered Products $27.9 $29.8 $(1.9)  (6%) $29.4 $28.0 $1.4  5%
Intra-segment elimination $(5.6) $(5.8) $0.2  3% $(5.9) $(6.0) $0.1  1%
                  
TOTAL $176.8 $175.9 $0.9  1% $190.0 $187.0 $3.0  2%
                  
Net sales in the quarter ended JuneSeptember 30, 2011 were $176.8$190.0 million, an increase of $0.9$3.0 million or 1%2% compared to the prior year. Increases of $7.9 million from higherIncreased selling prices and $1.6of $18.9 million fromand the effect of favorable foreign currency translation of $1.5 million were largely offset by a $7.0$17.4 million reduction in lower net sales volume.
Net sales in the Lawn and Garden Segment in the secondthird quarter of 2011 were down $3.8$4.0 million or 8% compared to the secondthird quarter of 2010. The decreased sales primarily reflectsreflect lower unit volume of $7.5$9.1 million compared to the secondthird quarter of 2010 as the2010. The carryover effect of a weak economy and unfavorable weather conditions through most of the spring growing season resulted in soft demand acrossand cautious buying patterns for the market.2012 season negatively impacted sales volumes during the third quarter of 2011. The lower sales volume was partially offset by an increase of $2.7$4.1 million from improved pricing disciplinein response to higher raw material costs and a $0.9$1.0 million increase fromof favorable foreign currency translation reflecting the impact of exchange rates for the Canadian dollar.
Net sales in the Material Handling Segment increased $4.3$2.7 million or 7%4% in the secondthird quarter of 2011 compared to the same quarter in 2010. The current quarter sales improvement includes $3.5$12.5 million from increasedimproved selling prices in response to higher raw material costs and $0.5 million from the effect of foreign currency translation. In addition, current quarterslightly higher sales volume increased slightlyvolumes as strong growth in agricultural, automotive and manufacturing markets more than offset a loss of approximately $12$9.7 million in custom pallet sales.
Net sales in the Distribution Segment increased $2.1$2.8 million or 5%6% in the secondthird quarter of 2011 compared to the secondthird quarter of 2010. The sales increase includes $1.3Sales increased $1.9 million from higher selling prices and increased sales volume of $0.6$0.8 million, primarily from stronger replacement tirenew product sales initiatives and vehicle service demand.a broader customer base.
In the Engineered Products Segment, net sales in the secondthird quarter of 2011 decreased $1.9increased $1.4 million or 6%5% compared to the prior year. The decrease in sales increase was primarily due to lowerincreased volumes which more than offset an increase of $0.4$0.9 million from higher selling prices. In addition, a reduction in sales volume of $3.3 million in the transplant automotive markets was partially offsetdriven by increasedproduct demand in the recreational vehiclecustom and marine markets.markets and price realization of $0.4 million.
Cost of Sales & Gross Profit:
                
 Quarter Ended  Quarter Ended 
(dollars in millions) June 30,  September 30, 
Cost of Sales and Gross Profit 2011 2010  2011 2010 
Cost of sales $132.8 $142.0  $142.5 $145.6 
Gross profit $44.0 $34.0  $47.5 $41.5 
Gross profit as a percentage of sales  24.9%  19.3%  25.0%  22.2%
Gross profit margin increased to 24.9%25.0% for the quarter ended JuneSeptember 30, 2011 compared with 22.2% in the prior year, despite higher raw material costs affecting the Lawn & Garden, Material Handling and Engineered Products Segments.year. Prices for plastic resins were, on average, approximately 20%26% higher for polypropylene and 15%19% higher for high density polyethylene in the secondthird quarter of 2011 compared to the secondthird quarter of 2010. Increased selling prices,Product pricing strategies, primarily in the Material Handling and Lawn and Garden Segments, mitigated the impact of higher raw material costs. Gross profit margins were higher due to a favorable sales mix in the Material Handling Segment, combined with productivity improvements in all segments.

 

1315


Selling, General and Administrative (“SG&A”) Expenses from Continuing Operations:
                        
 Quarter Ended    Quarter Ended   
(dollars in millions) June 30,    September 30,   
SG&A Expenses 2011 2010 Change  2011 2010 Change 
SG&A expenses $35.4 $34.0 $1.4  $40.2 $35.2 $5.0 
SG&A expenses as a percentage of sales  20.0%  19.3%  0.7%  21.2%  18.8% 
Selling, general and administrative (“SG&A”) expenses for the quarter ended JuneSeptember 30, 2011 were $35.4$40.2 million, an increase of $1.4$5.0 million or 14% compared to the same period in the prior year. The increase in SG&A expenses was due primarily to higher employee related costs and professional fees. Included in SG&A expenses in third quarter 2011 were restructuring and other unusual charges of $2.0 million, primarily related to the New Idria Mercury Mine (“New Idria”) investigation and feasibility study. Restructuring charges of $0.1 million were recorded in the third quarter of 2010.
Interest Expense:
                 
  Quarter Ended       
(dollars in millions) September 30,       
Net Interest Expense 2011  2010  Change  % Change 
Net interest expense $1.3  $1.7  $(0.4)  (24%)
Outstanding borrowings $80.2  $107.1  $(26.9)  (25%)
Average borrowing rate  5.64%  6.01%        
Net interest expense was $1.3 million for the quarter ended September 30, 2011, a decrease of 24% compared to $1.7 million in the prior year resulting from lower borrowing levels and a reduction in average interest rates.
Income Before Taxes:
                 
  Quarter Ended       
(dollars in millions) September 30,       
Segment 2011  2010  Change  % Change 
Lawn and Garden $(1.4) $(2.5) $1.1   44%
Material Handling $8.9  $7.0  $1.9   27%
Distribution $4.6  $4.5  $0.1   2%
Engineered Products $3.0  $2.4  $0.6   25%
Corporate and interest $(9.1) $(6.8) $(2.3)  (34%)
             
TOTAL $6.0  $4.6  $1.4   30%
             
Income before taxes for the quarter ended September 30, 2011, was $6.0 million compared to $4.6 million in the prior year. The increase was primarily due to disciplined pricing to mitigate higher raw material costs and a more favorable product sales mix which increased gross profit margins. Income before taxes was negatively impacted in the quarter due to the charge of $1.9 million in Corporate related to New Idria.
Income Taxes:
         
  Quarter Ended 
(dollars in millions) September 30, 
Consolidated Income Taxes 2011  2010 
Income before taxes $6.0  $4.6 
Income taxes (benefit) $(1.2) $1.4 
Effective tax rate  20.3%  29.6%
For the quarter ended September 30, 2011, the Company had a tax benefit of $1.2 million, primarily as a result of reversing previously accrued tax benefits and other discreet third quarter 2011 adjustments. The Company recognized net favorable income tax adjustments of approximately $3.8 million that were largely the result of reversing previously reserved tax benefits related to the loss on the sale of one of our subsidiaries in 2007 and other tax adjustments, including provision to return adjustments resulting from changes in estimates. The tax benefit and related accrued interest was reversed in the third quarter based on the expiration of the statute of limitations for assessment of the taxes. The effective tax rate for the quarter ended September 30, 2010 was 29.6% and reflects the benefit of approximately $0.3 million from the reversal of tax benefits previously reserved.

16


Comparison of the Nine Months Ended September 30, 2011 to the Nine Months Ended September 30, 2010
Net Sales:
                 
  Nine Months Ended       
(dollars in millions) September 30,       
Segment 2011  2010  Change  % Change 
Lawn and Garden $152.0  $164.3  $(12.3)  (7%)
Material Handling $204.8  $192.3  $12.5   7%
Distribution $136.5  $128.7  $7.8   6%
Engineered Products $85.2  $82.2  $3.0   4%
Intra-segment elimination $(18.2) $(18.1) $(0.1)  (1%)
             
TOTAL $560.3  $549.4  $10.9   2%
             
Net sales for the nine months ended September 30, 2011 were $560.3 million, an increase of $10.9 million or 2% compared to the prior year. Sales increased $33.9 million from higher selling prices and $4.8 million from the impact of foreign currency translation. These increases were partially offset by lower sales volumes of $27.8 million, particularly in the Lawn and Garden Segment.
Net sales in the Lawn and Garden Segment for the nine months ended September 30, 2011 were down $12.3 million or 7% compared to the nine months ended September 30, 2010. The decrease in net sales primarily reflected lower volume of $24.2 million resulting in a prolonged effect of the weak 2011 growing season due to poor weather conditions. The lower sales volumes were partially offset by $9.1 million from favorable pricing actions taken to offset higher raw material costs and $3.4 million from the effect of foreign currency translation.
Net sales in the Material Handling Segment increased $12.5 million or 7% in the nine months ended September 30, 2011 compared to the same period in 2010. The increase in current year net sales included $19.7 million from improved pricing in response to higher raw material costs and $1.1 million from the effect of foreign currency translation. Strong demand for reusable bulk containers in agricultural, industrial, manufacturing and automotive markets resulted in a net sales volume increase of $30.7 million, which partially offset a reduction of $37.9 million in custom pallet sales.
Net sales in the Distribution Segment increased $7.8 million or 6% for the nine months ended September 30, 2011 compared to the same period in 2010. The higher sales reflect $3.9 million from higher selling prices in response to higher raw material costs and increased volume of $3.5 million, primarily from new product sales initiatives and a broader customer base. In addition, current year sales increased a $0.4 million from the favorable effect of foreign currency translation.
In the Engineered Products Segment, net sales for the nine months ended September 30, 2011 increased $3.0 million, or 4% compared to the prior year. Net sales increased due to higher selling prices of $1.2 million and higher volume of $1.8 million (inclusive of $0.7 million of intercompany sales) driven by strong demand in the recreational vehicle and marine markets that more than offset lower volume in the transplant automotive market.
Cost of Sales & Gross Profit:
         
  Nine Months Ended 
(dollars in millions) September 30, 
Cost of Sales and Gross Profit 2011  2010 
Cost of sales $416.7  $429.0 
Gross profit $143.6  $120.3 
Gross profit as a percentage of sales  25.6%  21.9%
Gross profit margin increased to 25.6% for the nine months ended September 30, 2011 compared with 21.9% in the prior year. Prices for plastic resins were, on average, approximately 21% higher for polypropylene and 13% higher for high density polyethylene for the first nine months of 2011 compared to the same period in 2010. Product pricing strategies, primarily in the Material Handling and Lawn and Garden Segments, mitigated the impact of higher costs for raw material plastic resins. The impact of improved product pricing and productivity improvements resulted in a higher gross profit margin for the nine months ended September 30, 2011 compared to the same period in the prior year.

17


Selling, General and Administrative Expenses:
             
  Nine Months Ended    
(dollars in millions) September 30,    
SG&A Expenses 2011  2010  Change 
SG&A expenses $115.3  $103.6  $11.7 
SG&A expenses as a percentage of sales  20.6%  18.9%    
SG&A expenses for the nine months ended September 30, 2011 were $115.3 million, an increase of $11.7 million or 11% compared to the same period in the prior year. The increase was primarily due to higher employee related costs of $1.8 million, higher freight charges of $1.5 million, increased provision for bad debts of $1.5 million and other variablehigher selling and corporate administrative costs of $2.3 million. In addition, SG&A expenses infor the Material Handling Segment comparednine months ended September 30, 2011 included impairment charges of $0.4 million related to two closed manufacturing facilities and $0.4 million of an asset write-off. In the prior year.same period of 2010, a gain of $0.7 million was realized from the sale of a plant for a net increase of $1.5 million. SG&A expense infor the second quarter ofnine months ended September 30, 2011 included restructuring and other unusual charges of $0.6$3.2 million, primarily related to the New Idria investigation and feasibility study, compared with similar charges of $1.6$1.1 million infor the second quarter ofsame period in 2010.
Interest Expense:
                                
 Quarter Ended      Nine Months Ended     
(dollars in millions) June 30,      September 30,     
Net Interest Expense 2011 2010 Change % Change  2011 2010 Change % Change 
Net interest expense $1.2 $1.9 $(0.7)  (38%) $3.7 $5.4 $(1.7)  (32%)
Outstanding borrowings $90.7 $116.8 $(26.1)  (22%) $80.2 $107.1 $(26.9)  (25%)
Average borrowing rate  4.80%  6.05%  (1.25%)  (21%)  5.21%  6.06% 
Net interest expense was $1.2$3.7 million for the quarternine months ended JuneSeptember 30, 2011, a decrease of 38%32% compared to $1.9$5.4 million in the prior year. The reduction in 2011 interest expense was the result of lower borrowing levels and a reduction in average interest rates.
Income (Loss) Before TaxesTaxes::
                                
 Quarter Ended      Nine Months Ended     
(dollars in millions) June 30,      September 30,     
Segment 2011 2010 Change % Change  2011 2010 Change % Change 
Lawn and Garden $(1.6) $(5.5) $3.9  (71%) $0.8 $(3.2) $4.0  126%
Material Handling $8.4 $3.5 $4.9  140% $27.5 $15.9 $11.6  73%
Distribution $4.0 $3.6 $0.4  11% $11.7 $11.0 $0.7  6%
Engineered Products $2.6 $3.1 $(0.5)  (16%) $8.4 $8.0 $0.4  5%
Corporate and interest $(5.9) $(6.6) $0.7  11% $(23.8) $(20.3) $(3.5)  (17%)
                  
TOTAL $7.5 $(1.9) $9.4  (496%) $24.6 $11.4 $13.2  116%
                  
Income (loss) before taxes for the quarternine months ended JuneSeptember 30, 2011, was $7.5$24.6 million, an increase of $13.2 million compared to a loss of $1.9$11.4 million in the prior year. The increase was primarily due to a more favorable product sales mix which increased gross profit margins. In addition, lower interest expense increased income (loss) before taxes $0.7 million compared with the prior year.
Income Taxes:
         
  Quarter Ended 
(dollars in millions) June 30, 
Consolidated Income Taxes 2011  2010 
Income (loss) before taxes $7.5  $(1.9)
Income taxes (benefit) $2.9  $(0.8)
Effective tax rate  38.1%  40.9%
The effective tax rate for the income tax provision in the quarter ended June 30, 2011 was 38.1% compared to a 40.9% effective rate for the tax benefit in the prior year. In the quarter ended June 30, 2010, the income tax benefit was increased by approximately $0.2 million to recognize a previously reserved foreign taxhigher net operating loss carry-forward. Other differences in the effective tax rate between years are primarily attributable to changes in the mix of domestic and foreign composition of income and related foreign tax rate differences.

14


Comparison of the Six Months Ended June 30, 2011 to the Six Months Ended June 30, 2010
Net Sales:
                 
  Six Months Ended       
(dollars in millions) June 30,       
Segment 2011  2010  Change  % Change 
Lawn and Garden $106.4  $114.7  $(8.3)  (7%)
Material Handling $132.7  $122.9  $9.8   8%
Distribution $87.7  $82.7  $5.0   6%
Engineered Products $55.8  $54.2  $1.6   3%
Intra-segment elimination $(12.4) $(12.2) $(0.2)  (2%)
             
TOTAL $370.2  $362.3  $7.9   2%
             
Net sales for the six months ended June 30, 2011 were $370.2 million, an increase of $7.9 million or 2% compared to the prior year. Sales increased by $14.9 million from higher selling prices and $3.4 million from the impact of foreign currency translation which were partially offset by lower sales volumes of $10.4 million, particularly in the Lawn and Garden Segment.
Net sales in the Lawn and Garden Segment for the six months ended June 30, 2011 were down $8.3 million or 7% compared to the six months ended June 30, 2010. The decrease in net sales primarily reflects lower unit volume of $15.6 million as a weak economy and unfavorable weather conditions resulted in soft demand throughout the first half of 2011. The lower sales volumes were partially offset by increased sales of $5.0 million from disciplined pricing actions and $2.4 million from the effect of foreign currency translation.
Net sales in the Material Handling Segment increased $9.8 million or 8% in the six months ended June 30, 2011 compared to the same period in 2010. The increase in current year net sales includes $7.1 million from improved pricing and $0.7 million from the effect of foreign currency translation. Strong demand for reusable bulk containers in agricultural, industrial and automotive markets resulted in a net sales volume increase of $2.0 million which more than offset a reduction of $28 million in custom pallet sales.
Net sales in the Distribution Segment increased $5.0 million or 6% for the six months ended June 30, 2011 compared to the same period in 2010. The higher sales reflect increased volume of $2.8 million, primarily from new product sales and a broader customer base. In addition, current year sales increased $2.0 million from higher selling prices and $0.2 million from foreign currency translation.
In the Engineered Products Segment, net sales for the six months ended June 30, 2011 increased $1.6 million, or 3% compared to the prior year. The increase in net sales includes volume increase of $0.8 million as strong demand for recreational vehicle and marine markets more than offset lower volume in the transplant automotive market. In addition, the Engineered Products Segment had increased sales of $0.8 million from higher selling prices in the six months ended June 30, 2011.
Cost of Sales & Gross Profit:
         
  Six Months Ended 
(dollars in millions) June 30, 
Cost of Sales and Gross Profit 2011  2010 
Cost of sales $274.2  $283.5 
Gross profit $96.1  $78.9 
Gross profit as a percentage of sales  25.9%  21.8%
Gross profit margin increased to 25.9% for the six months ended June 30, 2011 compared with 21.8% in the prior year, despite higher raw material costs affecting the Lawn & Garden, Material Handling and Engineered Products Segments. Prices for plastic resins were, on average, approximately 18% higher for polypropylene and 12% higher for high density polyethylene for the first six months of 2011 compared to the same period in 2010. Increased selling prices, primarily in the Material Handling and Lawn and Garden Segments, reduced the impact of higher costs for raw material plastic resins. The impact of product pricing, more favorable sales mix and productivity improvements resulted in a higher gross profit margin for the six months ended June 30, 2011 compared to the prior year.

15


Selling, General and Administrative (SG&A) Expenses:
             
  Six Months Ended    
(dollars in millions) June 30,    
SG&A Expenses 2011  2010  Change 
SG&A expenses $75.0  $68.4  $6.6 
SG&A expenses as a percentage of sales  20.3%  18.9%  1.4%
Selling, general and administrative expenses for the six months ended June 30, 2011 were $75 million, an increase of $6.6 million or 10% compared to the same period in the prior year. The increase was primarily due to increased freight charges of $2 million, increased provision for bad debts of $1.5 million and other increased selling expenses resulting from higher sales volumes and the change in product sales mix. In addition, SG&A expenses in the six months ended June 30, 2011 includes an impairment charge of $0.3 million related to a closed manufacturing facility compared to a gain of $0.7 million from the sale of a plant in the same period of 2010 for a net increase of $1 million. SG&A expense for the six months ended June 30, 2011 includes restructuring and other unusual charges of $1.2 million compared with similar charges of $1.8 million for the same period in 2010.
Interest Expense:
                 
  Six Months Ended       
(dollars in millions) June 30,       
Net Interest Expense 2011  2010  Change  % Change 
Net interest expense $2.4  $3.7  $(1.3)  (35%)
Outstanding borrowings $90.7  $116.8  $(26.1)  (22%)
Average borrowing rate  4.99%  6.09%  (1.10%)  (18%)
Net interest expense was $2.4 million for the six months ended June 30, 2011, a decrease of 35% compared to $3.7 million in the prior year. The reduction in 2011 interest expense was the result of lower borrowing levels and a reduction in average interest rates.
Income (Loss) Before Taxes:
                 
  Six Months Ended       
(dollars in millions) June 30,       
Segment 2011  2010  Change  % Change 
Lawn and Garden $2.3  $(0.7) $3.0   (429%)
Material Handling $18.7  $8.9  $9.8   110%
Distribution $7.1  $6.5  $0.6   9%
Engineered Products $5.4  $5.6  $(0.2)  (4%)
Corporate and interest $(14.8) $(13.5) $(1.3)  (10%)
             
TOTAL $18.7  $6.8  $11.9   175%
             
Income before taxes for the six months ended June 30, 2011, was $18.7 million, an increase of $11.9 million compared to $6.8 million in the prior year. The increase was primarily due to higher sales and a more favorable sales mix resulting in increased gross profit margins in the sixnine months ended JuneSeptember 30, 2011 compared with the prior year.
Income Taxes:
                
 Six Months Ended  Nine Months Ended 
(dollars in millions) June 30,  September 30, 
Consolidated Income Taxes 2011 2010  2011 2010 
Income before taxes $18.7 $6.8  $24.6 $11.4 
Income taxes $7.3 $2.4  $6.1 $3.7 
Effective tax rate  39.0%  35.0%  24.6%  32.9%
The effective tax rate for the sixnine months ended JuneSeptember 30, 2011 was 39.0%24.6% compared to 35.0%32.9% in the prior year. The lower effective tax rate in 2011 reflects the Company’s reversal of previously accrued tax benefits, primarily related to the incurred loss on the sale of its European Material Handling business in 2007 and other tax adjustments, including provision to return adjustments resulting from changes in estimates. Income tax expense for the nine months ended September 30, 2010 is primarily attributable towas reduced by approximately $0.5 million for reversal of previously accrued tax benefits and a tax benefit of $0.2 million to recognize a previously reserved foreign tax net operating loss. Other differences are due to changes in the mix of domestic and foreign composition of income between years and related foreign tax rate differences.

 

1618


Liquidity and Capital Resources
Cash provided by operating activities from continuing operations was $8.8$40.2 million for the sixnine months ended JuneSeptember 30, 2011 compared to cash used of $2.6$14.5 million for the sixnine months ended JuneSeptember 30, 2010. The increase of $11.4$25.7 million in current year cash provided by operations was primarily attributable to an increase of approximately $7.0$10.9 million in net income, and an increase of approximately $4.0$8.1 million in depreciation, amortization and other non-cash charges and improved changes in working capital compared to the prior year.
For the sixnine months ended JuneSeptember 30, 2011, cash of $23.8$11.9 million was used for working capital compared to cash used for working capital of $24.2$18.6 million in the prior year. In the sixnine months ended JuneSeptember 30, 2011, higher salesaccounts receivable resulted in increased accounts receivable and thea use of $4.3$5.0 million of cash compared with a use of $3.3$18.4 million in the prior year. In addition, increasing sales volume and higher raw material costs resulted in higher inventoriesinventory values, which used approximately $9.2$8.8 million of cash for the sixnine months ended JuneSeptember 30, 2011 compared to cash provided by inventoriesa decrease in inventory of $1.2$5.0 million for the same period in 2010. Accounts payable and accrued expenses used cash of $11.2$0.4 million in the sixnine months ended JuneSeptember 30, 2011, compared with a use of $22.9$6.6 million in the prior year.year as a result of timing of payments at September 30, 2011.
Capital expenditures were approximately $5.8$13.3 million for the sixnine months ended JuneSeptember 30, 2011 and for the full year are expected to be at the high end of abetween $20 to $25 million forecasted range.million. In May 2011, the Company announced a share repurchase plan that allows the Company to repurchase up to 5 million shares of its common stock. In the quarter ended JuneSeptember 30, 2011, the Company used cash of $3.7$18.8 million to repurchase 371,7791,795,120 shares pursuant to this plan. In addition, the Company used cash to pay dividends of $4.7$7.2 million and $6.9 million in the sixnine months ended JuneSeptember 30, 2011.2011 and 2010, respectively.
Total debt at JuneSeptember 30, 2011 was approximately $90.7$80.2 million compared with $83.8 million at December 31, 2010. The Company’s Credit Agreement provides available borrowing up to $180 million and, as of JuneSeptember 30, 2011, there was $54.5$44.0 million outstanding and approximately $125.5 million available under this agreement.the revolver. As of JuneSeptember 30, 2011 the Company was in compliance with all its debt covenants. The most restrictive financial covenants for all of the Company’s debt are 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 JuneSeptember 30, 2011 are shown in the following table:
         
  Required Level  Actual Level 
Interest Coverage Ratio  2.25 to 1 (minimum)  6.997.77 
Leverage Ratio  3.25 to 1 (maximum)  1.281.12 
The Company believes that cash flows from operations and available borrowing under its Credit Agreement will be sufficient to meet expected business requirements including strategic initiatives, capital expenditures, dividends, working capital, debt service and to fund the stock repurchase program 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 Company’s 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 JuneSeptember 30, 2011, if market interest rates increase one percent, the Company’s interest expense would increase approximately $0.5$0.4 million annually.
Some of the Company’s 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 Company’s subsidiary in Brazil has loans denominated in U.S. dollars. The Company has a systematic program 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 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 815Derivatives 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 Company’s foreign currency arrangements are generally three months or less and, as of JuneSeptember 30, 2011, the Company had no foreign currency arrangements or contracts in place.
The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. The cost of operations can be affected as the market and price 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. Significant future increases in the cost of plastic resin or other adverse changes in the general economic environment could have a material adverse impact on the Company’s financial position, results of operations or cash flows.

 

1719


Item 4. 
Controls and Procedures
The Company maintains disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-a5(e)15d-15(e) of the Securities Exchange Act of 1934, as amended, that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to the Company’s 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 Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.
There has been no change in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Part II — Other Information
Item 1. 
Legal Proceedings
New Idria Mercury Mine
In September 2011, a preliminary notification was issued from the U.S. Environmental Protection Agency (EPA) adding the New Idria Mercury Mine site located near Hollister, California to the Superfund National Priorities List (NPL) because of alleged contaminants discharged to California waterways. The effective date of the NPL is October 17, 2011. The New Idria Quicksilver Mining Company, founded in 1936, owned and operated the New Idria Mine through 1972. In 1981 New Idria was merged into Buckhorn Inc. and subsequently acquired by Myers Industries in 1987. The EPA contends that past mining operations have resulted in mercury contamination and acid mine drainage in the San Carlos Creek, Silver Creek and a portion of Panoche Creek and that other downstream locations may also be impacted.
Since Buckhorn Inc. may be a potentially responsible party (PRP) of the New Idria Mercury Mine, the Company recognized an expense of $1.9 million during the three months ended September 30, 2011 related to performing a remedial investigation and feasibility study to determine the extent of remediation and the screening of alternatives. As investigation and remediation proceed, it is likely that adjustments to the liability will be necessary to reflect new information. Estimates of the Company’s liability are based on current facts, laws, regulations and technology. Estimates of the Company’s environmental liabilities are further subject to uncertainties regarding the nature and extent of site contamination, the range of remediation alternatives available, evolving remediation standards, imprecise engineering evaluation and cost estimates, the extent of corrective actions that may be required and the number and financial condition of other PRPs, as well as the extent of their responsibility for the remediation, and the availability of insurance coverage for these expenses. At this time, further remediation cost estimates are not known and have not been prepared.
California Regional Water Quality Control Board
A number of parties, including the Company and its subsidiary, Buckhorn Inc. (“Buckhorn”), 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 Company’s financial statements.

20


Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information regarding the Company’s stock purchase plan during the three months ended September 30, 2011.
                 
          Total Number of  Maximum number of 
          Shares Purchased as  Shares that may yet 
  Total Number of  Average Price Paid  Part of the Publicly  be Purchased Under 
  Shares Purchased  per Share  Announced Program  the Plan (1) 
7/1/11 to 7/31/11  276,100  $11.03   647,879   1,352,121 
8/1/11 to 8/31/11  579,400  $10.40   1,227,279   772,721 
9/1/11 to 9/30/11  567,841  $10.62   1,795,120   204,880 
(1)On June 1, 2011, the Company announced that it adopted a Rule 10b5-1 plan (the “Plan”) for the purpose of repurchasing up to two million shares of its common stock in accordance with the guidelines specified in Rule 10b5-1 of the Securities Exchange Act of 1934. The Plan has been established in connection with the Board authorized five million share repurchase that was previously announced on May 2, 2011.
Item 6. 
Exhibits
(a) Exhibits
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: August 3,October 28, 2011 By:  /s/ Donald A. Merril   
  Donald A. Merril  
  Senior Vice President, Chief Financial Officer
and
Corporate Secretary (Duly
(Duly Authorized Officer and
Principal Financial and
Accounting Officer) 
 

 

1821


EXHIBIT INDEX
   
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 March19, 2004.
10(d) Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) to Form 10-Q filed with the Commission on August 9, 2006.*
10(e) 2008 Incentive Stock Plan of Myers Industries, Inc. Reference is made to Exhibit 4.3 to Form S-8 filed with the Commission on March 17, 2009.*
10(f) Amendment No. 1 to the 2008 Incentive Stock Plan of Myers Industries, Inc. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on August 3, 2010.*
10(g) Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit (10)(g) to Form 10-K filed with the Commission on March 26, 2003.*
10(h) 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(i)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(j)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(k)Severance Agreement between Myers Industries, Inc. and John C. Orr effective June 1, 2011. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on March 7, 2011.*
10(l)10(i) Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and John C. Orr dated July 18, 2000. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on May 6, 2003.*
10(m)10(j) Third 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(n)10(k) 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(o)10(l) Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and David B. Knowles dated June 19, 2009. Reference is made to Exhibit 10.2 to Form 8-K filed with the Commission on June 22, 2009.*
10(p)10(m) Amendment to Myers Industries, Inc. Executive Supplemental Retirement Plan (David B. Knowles) effective June 19, 2009. Reference is made to Exhibit 10.3 to Form 8-K filed with the Commission on June 22, 2009.*
10(q)10(n) 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(r)10(o) 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.*
10(s)10(p) 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(t)10(q) Third Amended and Restated Loan Agreement between Myers Industries, Inc. and JP Morgan Chase Bank, National Association, as Agent, dated as of November 19, 2010. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on November 23, 2010.
10(u)10(r) Note Purchase Agreement between Myers Industries, Inc. and the Note Purchasers, dated December 12, 2003, regarding the issuance of $35,000,000 of 6.81% Series 2003-A Senior Notes due December 12, 2013. Reference is made to Exhibit 10(o) to Form 10-K filed with the Commission on March 15, 2004.
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, Senior Vice President, Chief Financial Officer and Corporate Secretary of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certifications of John C. Orr, President and Chief Executive Officer, and Donald A. Merril, Senior Vice President, Chief Financial Officer and Corporate Secretary, of Myers Industries, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following financial information from Myers Industries, Inc. Quarterly Report on Form 10-Q for the quarter ended JuneSeptember 30, 2011 filed with the SEC on August 3, 2011, formatted in XBRL includes: (i) Condensed Consolidated Statements of Financial Position at JuneSeptember 30, 2011 and December 31, 2010, (ii) Condensed Consolidated Statements of Income (Loss) forFor the fiscal periods ended JuneSeptember 30, 2011 and 2010, (iii) Condensed Consolidated Statements of Cash Flows for the fiscal periods ended JuneSeptember 30, 2011 and 2010, (iv) Condensed Consolidated Statement of Shareholders’ Equity for the fiscal period ended JuneSeptember 30, 2011, and (v) the Notes to Condensed Consolidated Financial Statements.
 
   
* Indicates executive compensation plan or arrangement.
 
** Pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules have been omitted from this filing. The registrant agrees to furnish the Commission on a supplemental basis a copy of any omitted exhibit or schedule.