Table_of_Contents

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q


FORM 10-Q

For the transition period from__________ to__________

[X]

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

(Mark One)

For the quarterly period ended September 30, 2002

OR

[   ]

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

[ X ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended                     June 30, 2002                    

or

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________________________ to ___________________________

Commission file number    I-8524File Number 1-8524
Myers Industries, Inc.

MYERS INDUSTRIES, INC.


(Exact name of registrant as specified in its charter)

OHIO#34-0778636


Ohio
(State or other jurisdiction of
incorporation or organization)

34-0778636
(I.R.S.IRS Employer Identification No.)Number)

1293 SOUTH MAIN STREET, AKRON, OHIO

44301


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


44301
(Zip Code)code)

Registrant’s

(330) 253-5592
(Registrant's telephone number, including area code  (330) 253-5592  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, (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  x ]. X   No [   ].

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

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

    As of July 31,September 30, 2002, the number of shares outstanding of the issuer’sissuer's Common Stock was:

24,047,418
=========


was 30,058.88.


TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION

PART 1 — FINANCIAL INFORMATIONCondensed statement of consolidated financial position

CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITIONCondensed statement of consolidated income

CONDENSED STATEMENT OF CONSOLIDATED INCOME

STATEMENTS OF CONSOLIDATED CASH FLOWS

STATEMENT OF SHAREHOLDERS’ EQUITYSHAREHOLDERS'EQUITY

NOTES TO FINANCIAL STATEMENTS

MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PART II -- OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

Item 6. Exhibits and Reports on Form 8-K

SIGNATURE

CERTIFICATION PER SECTION 302

Exhibit Index

Exhibit 21--Subsidiaries

Exhibit 99 -- Officers ConsentsContents



Table_of_Contents

-1-

Part 1 - Financial Information

   Item 1.  Financial Statements

-1-

Myers Industries, Inc.

PART 1 — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITIONCondensed Statement of Consolidated Financial Position
AS OF JUNEAs of September 30, 2002 AND DECEMBERand December 31, 2001


            
     June 30, December 31,
ASSETS 2002 2001

 
 
CURRENT ASSETS        
 Cash and temporary cash investments $11,767,751  $7,074,964 
 Accounts receivable-less allowances of $4,020,000 and $4,417,000, respectively  108,613,465   104,602,982 
 Inventories        
   Finished and in-process products  61,894,685   66,239,288 
   Raw materials and supplies  15,282,729   15,109,952 
   
   
 
   77,177,414   81,349,240 
 Prepaid expenses  2,847,543   3,591,411 
   
   
 
  Total Current Assets  200,406,173   196,618,597 
OTHER ASSETS        
 Goodwill  199,405,798   187,960,222 
 Patents and other intangible assets  2,300,381   2,834,582 
 Other  3,374,632   4,017,156 
   
   
 
   205,080,811   194,811,960 
PROPERTY, PLANT & EQUIPMENT, AT COST        
 Land  7,634,242   7,311,493 
 Buildings and leasehold improvements  75,476,186   73,983,923 
 Machinery and equipment  298,916,721   282,140,259 
   
   
 
   382,027,149   363,435,675 
 Less allowances for depreciation and amortization  192,943,291   172,699,854 
   
   
 
   189,083,858   190,735,821 
   
   
 
  $594,570,842  $582,166,378 
   
   
 

ASSETS

 

September 30,

               2002              

 

December 31,

               2001              

CURRENT ASSETS

    Cash and temporary cash investments

$5,972,291

$7,074,964

    Accounts receivable-less allowances
         Of $3,840,000 and $4,417,000,
         Respectively

 



109,071,442

 



104,602,982

    Inventories

        Finished and in-process products

63,445,731

66,239,288

        Raw materials and supplies

                  15,917,770

                  15,109,952

79,363,501

81,349,240

    Prepaid expenses

                     3,144,984

                    3,591,411

        TOTAL CURRENT ASSETS

197,552,218

196,618,597

OTHER ASSETS

     Goodwill

199,086,329

187,960,222

     Patents and other intangible assets

2,164,687

2,834,582

     Other

                     3,823,419

                    4,017,156

205,074,435

194,811,960

PROPERTY, PLANT & EQUIPMENT, AT COST

     Land

7,608,671

7,311,493

     Buildings and leasehold improvements

75,602,616

73,983,923

     Machinery and equipment

                307,929,637

                282,140,259

391,140,924

363,435,675

     Less allowances for depreciation and
         amortization

 


                201,782,817

 


                172,699,854

                189,358,107

                190,735,821

              $591,984,760

              $582,166,378

 


Table_of_Contents

-2-

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
AS OF JUNE
Part 1 - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of September 30, 2002 AND DECEMBERand December 31, 2001


LIABILITIES AND SHAREHOLDERS' EQUITY  

September 30,

         2002        

December 31,

         2001        

CURRENT LIABILITIES

    Accounts payable

$40,975,551

$44,818,664

    Accrued expenses

        Employee compensation

24,804,387

25,501,181

        Taxes, other than income taxes

3,016,352

2,632,663

        Accrued interest

1,170,062

1,207,733

        Other

13,363,897

12,971,309

    Current portion of long-term debt

       21,058,612

       17,767,688

        TOTAL CURRENT LIABILITIES

104,388,861

104,899,238

LONG-TERM DEBT, less current portion

226,865,434

247,145,234

DEFERRED INCOME TAXES

13,972,157

12,595,697

SHAREHOLDERS' EQUITY

    Serial Preferred Shares
        (authorized 1,000,000)


0


0

    Common Shares, without par value
        (authorized 60,000,000 shares;
        Outstanding 30,058,888 and
        29,809,618, respectively)

18,293,374




14,503,828

    Additional paid-in capital

215,933,598

217,594,648

    Accumulated other comprehensive
        Income


(22,829,365


)


(34,411,755


)

    Retained income

       35,360,701

       19,839,488

     246,758,308

     217,526,209

   $591,984,760

  $582,166,378


           
    June 30, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2002 2001

 
 
CURRENT LIABILITIES        
 Accounts payable $44,689,814  $44,818,664 
 Accrued expenses        
  Employee compensation  24,044,506   25,501,181 
  Taxes, other than income taxes  3,681,142   2,632,663 
  Accrued Interest  1,144,312   1,207,733 
  Other  14,070,126   12,971,309 
 Current portion of long-term debt  17,925,000   17,767,688 
   
   
 
  TOTAL CURRENT LIABILITIES  105,554,900   104,899,238 
LONG-TERM DEBT, less current portion  229,769,835   247,145,234 
DEFERRED INCOME TAXES  13,890,410   12,595,697 
SHAREHOLDERS’ EQUITY        
 Serial Preferred Shares (authorized 1,000,000)  0   0 
 Common Shares, without par value (authorized 60,000,000 shares; outstanding 24,000,475 and 23,847,694, respectively)  14,597,552   14,503,828 
 Additional paid-in capital  219,084,598   217,594,648 
 Accumulated other comprehensive income  (22,142,068)  (34,411,755)
 Retained income  33,815,615   19,839,488 
   
   
 
   245,355,697   217,526,209 
   
   
 
  $594,570,842  $582,166,378 
   
   
 

Table_of_Contents

-3-

Part 1 - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Income

FOR THE THREE MONTHS ENDED

FOR THE NINE MONTHS ENDED

September 30,

            2002          

September 30,

            2001          

September 30,

            2002          

September 30,

            2001          

Net Sales

$146,625,694

$141,446,944

$448,659,953

$459,444,809

Costs of Sales

          102,230,644

            95,476,662

          298,035,384

          304,292,445

    Gross Profit

44,395,050

45,970,282

150,624,569

155,152,364

Operating Expenses

            36,407,957

            38,280,216

          108,525,868

          117,420,535

    Operating Income

7,987,093

7,690,066

42,098,701

37,731,829

Interest Expense

              3,017,187

              4,426,271

              9,035,030

            15,012,964

Income Before Income Taxes

4,969,906

3,263,795

33,063,671

22,718,865

Income Taxes

              1,902,000

              1,573,000

            13,148,000

              9,860,000

    Net Income

            $3,067,906

            $1,690,795

          $19,915,671

         $12,858,865

Net Income per
    Common Share*


$.10

 


$.06

 


$.67

 


$.43

Dividends per
    Common Share*


$.05

 


$.05

 


$.15

 


$.14

Weighted average

    Number of Common

    Shares outstanding*

30,044,489

29,770,708

29,941,875

29,735,302


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


Table_of_Contents

-4-

Part 1 - Financial Information

Myers Industries, Inc.
Statement of Consolidated Cash Flows
For the Nine Months Ended September 30, 2002 and 2001

September 30,

         2002        

September 30,

         2001        

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

    Net income

 

$19,915,671

 

 

$12,858,865

 

 

    Items not affecting use of cash

 

 

 

 

 

 

 

 ��      Depreciation

 

25,578,998

 

 

25,571,303

 

 

        Amortization of goodwill

 

0

 

 

6,918,001

 

 

        Amortization of other intangible assets

 

777,860

 

 

703,830

 

 

        Deferred taxes

 

1,333,696

 

 

0

 

 

    Cash flow provided by (used for) working capital

 

 

 

 

 

 

 

        Accounts receivable

 

(101,762

)

 

16,608,058

 

 

        Inventories

 

3,659,287

 

 

8,611,798

 

 

        Prepaid expenses

 

483,685

 

 

755,890

 

 

        Accounts payable and accrued expenses

 

       (7,074,436

)

 

     (16,917,199

)

 

 

 

 

 

 

 

 

 

    Net cash provided by operating activities

 

44,572,999

 

 

55,110,546

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

    Acquisition of business, net of cash acquired

 

(2,819,901

)

 

(7,480,000

)

 

    Additions to property, plant and
        equipment, net


(21,190,289


)


(19,785,652


)

    Other

 

              94,659

 

 

       (1,100,502

)

 

 

 

 

 

 

 

 

 

    Net cash used for investing activities

 

(23,915,531

)

 

(28,366,154

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

    Long-term debt repayment

 

(9,000,000

)

 

(9,000,000

)

 

    Net borrowing (repayment) of credit facility

 

(10,514,055

)

 

(10,725,372

)

 

    Cash dividends paid

 

(4,374,582

)

 

(4,024,008

)

 

    Proceeds from issuance of common stock

 

         2,128,496

 

 

            816,024

 

 

 

 

 

 

 

 

 

 

    Net cash used for financing activities

 

     (21,760,141

)

 

     (22,933,356

)

 

 

 

 

 

 

 

 

 

INCREASE IN CASH AND TEMPORARY
    CASH INVESTMENTS


(1,102,673


)


3,811,036

 

 

 

 

 

 

 

 

CASH AND TEMPORARY CASH INVESTMENTS
    JANUARY 1


7,074,964



2,177,983

 

 

 

 

 

 

 

 

CASH AND TEMPORARY CASH INVESTMENTS
    SEPTEMBER 30


$5,972,291


$5,989,019

 


Table_of_Contents

-3-

PART-5-

Part I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

- Financial Information

Myers Industries, Inc.
Statement of Shareholders' Equity
For the Nine Months Ended September 30, 2002

CONDENSED STATEMENT OF CONSOLIDATED INCOME


                  
   FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
   
 
   June 30, June 30, June 30, June 30,
   2002 2001 2002 2001
   
 
 
 
Net sales $153,095,622  $152,737,962  $302,034,259  $317,997,865 
Costs and expenses            
 Cost of sales  101,364,468   102,446,520   195,804,741   208,815,783 
 Operating expenses  37,529,565   39,533,492   72,117,910   79,140,319 
 Interest, net  2,975,147   4,998,586   6,017,843   10,586,693 
   
   
   
   
 
Total costs & expenses  141,869,180   146,978,598   273,940,494   298,542,795 
Income before income taxes  11,226,442   5,759,364   28,093,765   19,455,070 
Income taxes  4,425,000   2,578,000   11,246,000   8,287,000 
   
   
   
   
 
 Net income $6,801,442  $3,181,364  $16,847,765  $11,168,070 
   
   
   
   
 
Net income per Common Share $.28  $.13  $.70  $.47 
Dividends per Common Share $.06  $.055  $.12  $.11 
Weighted average number of Common Shares outstanding  23,956,087   23,786,405   23,913,302   23,774,960 


 



Comprehensive
          Income           



Common
            Stock           


Additional
Paid-In
          Capital         

Accumulative
Other
Comprehensive
          Income          

 



Retained
          Income           

 

December 31, 2001

 

$14,503,828

$217,594,648

($34,411,755

)

$19,839,488

 

 

 

 

 

 

 

 

 

Net Income

$19,915,671

 

 

 

 

19,915,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Currency
   Translation
      Adjustment



11,582,390



11,582,390

 

 

 

 

 

 

 

 

Comprehensive
    Income


$31,498,061

 

 

 

 

 

 

 

 

Five-For-Four Stock
    Split



3,666,751


(3,666,751


)

 


(19,876


)

Common Stock
    Issued


122,795


2,005,701

 

 

 

 

 

 

 

 

Dividends

 

                                 

                                 

                                 

 

               (4,374,582

)

 

 

 

 

 

 

 

 

September 30, 2002

 

            $18,293,374

         $215,933,598

          $(22,829,365

)

            $35,360,701

 

 


Table_of_Contents

-6-

Part I - Financial Information

Myers Industries, Inc.
Notes to Financial Statements

-4-

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001


             
      June 30, June 30,
      2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES 
 
   Net income $16,847,765  $11,168,070 
   Items not affecting use of cash        
    Depreciation  16,945,906   17,051,268 
    Amortization of goodwill  0   4,614,310 
    Amortization of other intangible assets  523,958   482,443 
    Deferred taxes  1,208,696   0 
   Cash flow provided by (used for) working capital        
    Accounts receivable  1,137,197   14,782,412 
    Inventories  6,239,747   5,070,658 
    Prepaid expenses  795,113   495,957 
    Accounts payable and accrued expenses  (3,446,061)  (15,778,472)
   
   
 
   Net cash provided by operating activities  40,252,321   37,886,646 
 
CASH FLOWS FROM INVESTING ACTIVITIES        
   Acquisition of business, net of cash acquired  (2,819,901)  (7,480,000)
   Additions to property, plant and equipment, net  (12,004,089)  (16,126,697)
   Other  1,151,402   (650,474)
   
   
 
   Net cash used for investing activities  (13,672,588)  (24,257,171)
 
CASH FLOWS FROM FINANCING ACTIVITIES        
   Long-term debt repayment  (6,000,000)  (6,000,000)
   Net borrowing (repayment) of credit facility  (14,598,982)  (3,183,227)
   Cash dividends paid  (2,871,638)  (2,594,880)
   Proceeds from issuance of common stock  1,583,674   670,643 
   
   
 
   Net cash used for financing activities  (21,886,946)  (11,107,464)
   
   
 
 INCREASE IN CASH AND TEMPORARY        
   CASH INVESTMENTS  4,692,787   2,522,011 
 
CASH AND TEMPORARY CASH INVESTMENTS        
   JANUARY 1  7,074,964   2,177,983 
   
   
 
CASH AND TEMPORARY CASH INVESTMENTS        
   JUNE 30 $11,767,751  $4,699,994 
   
   
 


-5-

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2002


                     
              Accumulative    
          Additional Other    
  Comprehensive Common Paid-In Comprehensive Retained
  Income Stock Capital Income Income
  
 
 
 
 
December 31, 2001     $14,503,828  $217,594,648   ($34,411,755) $19,839,488 
Net Income $16,847,765               16,847,765 
Foreign Currency Translation                    
Adjustment  12,269,687           12,269,687     
   
                 
Comprehensive Income $29,117,452                 
   
                 
Common Stock Issued      93,724   1,489,950         
Dividends                  (2,871,638)
       
   
   
   
 
June 30, 2002     $14,597,552  $219,084,598   ($22,142,068) $33,815,615 
       
   
   
   
 


-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 statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’sCompany'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, 2002, and the results of operations and cash flows for the sixnine months ended JuneSeptember 30, 2002 and 2001. Certain amounts in the fiscal 2001 financial statements have been reclassified in order to conform with the fiscal year 2002 presentation.



(2)     Net Income Per Share

        Basic net 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, in August 2001, the Company issued a ten percent stock dividend. All per share data has been adjusted to reflect the stock split and stock dividends.

(3)     Supplemental Disclosure of Cash Flow Information



        The Company made cash payments for interest expense of $2,698,000$2,959,000 and $4,737,000$4,405,000 for the three months ended JuneSeptember 30, 2002 and 2001, respectively. Cash payments for interest totaled $5,423,000$8,974,000 and $10,661,000$15,066,000 for the sixnine months ended JuneSeptember 30, 2002 and 2001. Cash payments for income taxes totaled $6,683,000$2,359,000 and $8,005,000$1,002,000 for the three months ended JuneSeptember 30, 2002 and 2001. Cash payments for income taxes were $7,736,000$10,095,000 and $8,627,000$9,629,000 for the sixnine months ended JuneSeptember 30, 2002, and 2001.

(3) 

(4)     Goodwill and Intangible Assets



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



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


Table_of_Contents

-7-

Part I -- Financial Information

Myers Industries, Inc.

Notes to Financial Statements

-7-

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS


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

(con't)

         In accordance with SFAS No. 142, the Company discontinued the amortization of goodwill
effective January 1, 2002. Had goodwill amortization not been recorded in the quarter and sixnine months ended JuneSeptember 30, 2001, income before taxes would have increased approximately $2.3 million and $4.6$6.9 million, respectively and net income per share by $.075$.06 and $.15.$.18. For the full year 2001, goodwill amortization reduced income before income before taxes by approximately $9.2 million and net income per share by $.30.

(4) $.24.

(5)     Segment Information



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



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



         Sales to external customers for manufactured plastic products were $100.9$92.7 million for the quarter and $207.8$301.1 million for the sixnine months ended JuneSeptember 30, 2002, while sales of rubber products were $13.0$12.1 million and $23.2$34.8 million for the quarter and year-to-date periods, respectively. In the prior year, sales of plastic products to external customers were $99.7$90.1 million for the quarter and $222.1$312.1 million for the sixnine months ended JuneSeptember 30, 2001 while sales of rubber products were $13.1$11.2 million for the quarter and $24.4$35.6 million for the quarter and year-to-date periods, respectively.



         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.


Table_of_Contents

-8-

Part I -- Financial Information

Myers Industries, Inc.
Notes to Financial Statements

-8-(5)    Segment Information (con't)

Three Months Ended

September 30,

Nine Months Ended

September 30,

(In thousands)

       2002       

       2001       

       2002       

       2001       

Net Sales

    Distribution of aftermarket
       repair products and services


$41,763

$40,172


$112,794


$111,729

    Manufacturing of polymer products

108,803

104,887

346,869

357,686

    Intra-segment elimination

           (3,940

)

         (3,612

)

          (11,003

)

         (9,970

)

      $146,626

    $141,447

       $448,660

    $459,445

Income Before Income Taxes

    Distribution of aftermarket repair
       products and services


$4,276


$4,577


$11,035


$10,939

    Manufacturing of polymer products

6,014

5,915

38,608

35,051

    Corporate

(2,303

)

(2,802

)

(7,544

)

(8,258

)

    Interest expense -- net

          (3,017

)

         (4,426

)

            (9,035

)

       (15,013

)

          $4,970

        $3,264

         $33,064

      $22,719


Table_of_Contents

PART-9-

Part I — FINANCIAL INFORMATION
- Financial Information

MYERS INDUSTRIES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OFItem 2.   Management's Discussion and Analysis of Financial Condition and
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


(4) Segment information (Con’t)

                   
    Three Months Ended Six Months Ended
(In Thousands) June 30, June 30,
  
 
Net Sales 2002 2001 2002 2001
  
 
 
 
  Distribution of aftermarket repair products and services $39,220  $39,987  $71,031  $71,557 
  Manufacturing of polymer products  117,699   116,089   238,066   252,799 
  Intra-segment elimination  (3,823)  (3,338)  (7,063)  (6,358)
   
   
   
   
 
  $153,096  $152,738  $302,034  $317,998 
   
   
   
   
 
Income Before Income Taxes
                
 Distribution of aftermarket repair products and services $3,881  $3,902  $6,759  $6,362 
 Manufacturing of polymer products  12,999   9,644   32,594   29,136 
 Corporate  (2,679)  (2,788)  (5,241)  (5,456)
 Interest expense — net  (2,975)  (4,999)  (6,018)  (10,587)
   
   
   
   
 
  $11,226  $5,759  $28,094  $19,455 
   
   
   
   
 


-9-

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OFResults of Operations
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS



Results of Operations

        Net sales for the quarter ended JuneSeptember 30, 2002 were $153.1$146.6 million, a slightan increase of 4 percent from the $152.7$141.4 million reported in 2001 as the second quarterCompany experienced higher sales in both of 2001.its business segments. In the distribution segment, sales increased $1.6 million or 4 percent reflecting a stronger demand for consumable service supplies, and after an extended period of soft demand, improved sales of capital equipment. Sales in the manufacturing segment increased $1.6$3.9 million or 4 percent, however, a stronger euro foreign currency translation accounted for $3 million of the increase. Without the favorable translation effect, total sales and manufacturing sales would have increased only one percent as higher unit volumes offset the impact of competitive pricing conditions currently prevailing in most industrial markets served by the Company. Sales in the distribution segment decreased 2 percent based on a continuation of weak demand, particularly for capital equipment. The translation effect of foreign currencies, primarily the euro, had only a minor impact by increasing sales in the manufacturing segment, and total sales, approximately one percent.

quarter.

        For the sixnine months ended JuneSeptember 30, 2002, net sales were $302.0 million, a decrease of $16decreased $10.8 million or 52 percent compared with the prior year. On a segment basis, sales in the distribution segment decreased approximatelysales increased one percent reflectingbased on slightly lowerhigher unit volumes while manufacturing segment sales were down 63 percent based on reductionsas general economic conditions resulted in both pricing and unit volumes.weak demand in most of the Company's markets throughout this period. For the sixnine month period the impact of foreign currency translation was slightly favorable. Without this favorable translation effect, total sales would have decreased 3 percent and manufacturing sales would have been down by 4 percent. For the quarter and nine month periods ended September 30, 2002, the translation effect of foreign currencies had virtually no material impact on reported sales.

earnings.

        Cost of sales decreased slightlyincreased 7 percent for the quarter compared with the prior year periodended September 30, 2002 and consequently, gross profit expressed as a percentage of sales, rosedecreased to 33.830.3 percent compared with 32.932.5 percent lastin the prior year. This decrease was primarily the result of business in the manufacturing segment where higher raw material costs combined with a decrease in the absorption of fixed manufacturing costs led to lower margins.

        For the nine months ended September 30, 2002, cost of sales decreased 2 percent as a result of lower sales in the current year. Gross profit expressed as a percentage of sales declined slightly to 33.6 percent compared with 33.8 percent in the prior year period. In the distribution segment margins improved slightly based on a continuing shiftare essentially unchanged, however, in sales mix to consumable supplies compared to lower margin capital equipment. In the manufacturing segment margins also improved slightly as raw material costs, which increased compared withhave declined primarily due to a decrease in the first quarter, were lower than the prior year period and offset the decreased absorption of fixed manufacturing costs resulting from lower production levels.

     For Raw materials costs, primarily plastic resins, which were favorable in earlier periods, have been increasing throughout the six months ended June 30, 2002, cost of sales decreased 6 percentcurrent year and gross profit, expressed as a percentage of sales, improved to 35.2 percent from 34.3 percentare generally higher now than raw material costs in the prior year. In the distribution segment, favorable sales mix resulted in a slightly higher gross margin for the current six month period while lower raw material costs also led to a slight improvement in margins for the manufacturing segment.



        Total operating expenses decreased $2.0$1.9 million or 5 percent for the quarter and $7.0$8.9 million or 98 percent for the sixnine months ended JuneSeptember 30, 2002 compared with the prior year periods. The reduction in operating expense includesexpenses include $2.3 million for the quarter and $4.6$6.9 million year to date, related to goodwill amortization in the prior year periods which did not impact the current year. In addition, cost control efforts furtherand reduced business levels lowered operating expenses by $2.4an additional $2 million for the sixnine months ended JuneSeptember 30, 2002. Excluding the impact of the goodwill amortization, operating expenses expressed as a percentage of sales, were reduced to 24.8 percent compared to 25.4 percent in the prior year. For the nine months ended September 30, 2002 operating expenses were virtually unchanged at 24.524.2 percent of sales compared to 24.0 percent in the prior year.


Table_of_Contents

-10-

Part I -- Financial Information

Myers Industries, Inc.
Management's Discussion and Analysis of Financial Condition
and Results of Operations

Results of Operations (con't)

        Net interest expense decreased $1.4 million or 32 percent for the quarter and 23.9 percent for the six month period in the current year compared to 24.4 percent and 23.4 percent in the same periods a year ago.


-10-

PART I — FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

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


Results of Operations (Con’t)

     Net interest expense decreased $2.0$6.0 million or 40 percent for the quarter and $4.6 million or 43 percent for the six month periodnine months ended JuneSeptember 30, 2002, compared with the prior year. This decrease reflects primarily the impact of lower interest rates, although the Company also received the benefitbenefited from lower average borrowing levels in the current year.



        The effective income tax rate for the quarter ended JuneSeptember 30, 2002 was reduced to 39.438.3 percent from 44.8compared with 48.2 percent in the prior year. For the sixnine months ended JuneSeptember 30, 2002, the effective tax rate was 40.039.8 percent compared with 42.643.4 percent in the prior year. This decreaseThe reductions in current year tax rates is primarily attributable to the elimination of non-deductible goodwill amortization.

LIQUIDITY AND CAPITAL RESOURCES



Liquidity and Capital Resources

        Cash provided by operating activities was $40.3$44.6 million for the sixnine months ended June
September 30, 2002 compared with $37.9$55.1 million for the same period in the prior year. Long-termTotal debt was reduced $17.3$16.9 million from December 31, 2001 and debt as a percentage of total capitalization was 50 percent at JuneSeptember 30, 2002. Working capital increased from $91.7 million at December 31, 2001 to $94.8$93.2 million at June 30, 2002.September 30,2002.


        Capital expenditures for the sixnine months ended JuneSeptember 30, 2002 were approximately $12$21.2 million and are anticipated to be in the range of $25 million to $30 million for the full year. Management believes that anticipated cash flows from operations and available credit facilities will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital and debt service.

MARKET RISK AND DERIVATIVE FINANCIAL INSTRUMENTS



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



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


Table_of_Contents

-11-

Part I -- Financial Information
Myers Industries, Inc.



Item 4.     Controls and Procedures

        Within the 90 days prior to the date of 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, 2002. 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, 2002.


Table_of_Contents

-12-

Part II - Other Information
Myers Industries Inc.

Item 6

Exhibits and Reports on Form 8-K

(a)

Exhibits

-11-

PART II — OTHER INFORMATION

MYERS INDUSTRIES INC.


Item 4. Submission of Matters to a Vote of Security Holders.

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.

The Annual Meeting of Shareholders was held on April 25, 2002, and the following
matters were voted on a that meeting.

1.

Proposal to set the number of Directors at nine.

For
Against
Abstain
16,781,085 352,920 65,766
2.At the election nine Directors were voted upon. All of the Directors nominated were elected.
The results of this voting are as follows:
         
      Votes
Name of Director Votes for Withheld
Stephen E. Myers  14,678,558   2,521,213 
Milton I. Wiskind  14,637,793   2,561,978 
Karl S. Hay  17,109,858   89,913 
Richard P. Johnston  17,102,472   97,299 
Richard Osborne  17,118,290   81,481 
Jon H. Outcalt  17,115,827   83,944 
Michael Kane  17,039,589   160,182 
Edward Kissel  16,999,886   199,885 
Keith A. Brown  17,118,412   81,359 
3.Proposal to amend the Myers Industries, Inc. 1999 Stock Plan to provide eligible non-employee directors with stock options under the Plan.
For
Against
Abstain
16,185,316 578,840 435,615


-12-

PART II — OTHER INFORMATION

MYERS INDUSTRIES INC.


Item 6. Exhibits and Reports on Form 8-K

(a)Exhibits
See Exhibit Index page.
(c)Form 8-K
(1)Form 8-K filed on June 13, 2002 regarding the termination of Arthur Andersen LLP and
the retention of Ernst & Young LLP as the registrants independent auditor.
(2)Form 8-K/A filed on June 26, 2002 regarding the termination of Arthur Andersen LLP and
retention of Ernst & Young LLP as the registrants independent auditor.

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.

8/13/

October 30, 2002


Date

By:

\s\

By:

 /s/ Gregory J. Stodnick


Date

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

 


Table_of_Contents

-13-

Certification Per Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit Index


       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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

              a) designed such disclosure controls and procedures 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 registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

              c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

              a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; 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; and

          6. The registrants' other certifying officers and I have indicated in this quarterly report whether or not there were significant changes internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significantly deficiencies and material weaknesses.

Date: October 30, 2002

/s/ Stephen E. Myers                                             

3(a)

Stephen E. Myers, Chief Executive Officer


Table_of_Contents

-14-

Certification Per Section 302 of the Sarbanes-Oxley Act of 2002


       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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

              a) designed such disclosure controls and procedures 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 registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

              c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

              a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; 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; and

          6. The registrants' other certifying officers and I have indicated in this quarterly report whether or not there were significant changes internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significantly deficiencies and material weaknesses.

Date: October 30, 2002

/s/ Gregory J Stodnick                                         

Gregory J Stodnick, Chief Financial Officer


Table_of_Contents

Exhibit Index


3(a)

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

3(b)

Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit (3)(ii) to Form10-Q filed with the Commission on May 14, 1997.

10(a)

Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 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. *ReferenceReference 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 7, 2002*

10(g)

Milton I. Wiskind Supplemental Compensation Agreement. Reference is made to Exhibit 10 to Form 10-Q filed with the Commission on May 14, 1997.*

10(h)

Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit 10(h) to Form 10-K filed with the Commission on March 26, 1998.*

10(i)

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

10(j)

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

 


10(k)

10(k)

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

10(l)

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

10(m)

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

10(n)

Fourth Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, Dated as of December 31, 2000. Reference is made to Exhibit 10(n) to Form 10-K filed with the Commission on March 30, 2001.

10(o)

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

21

99

Subsidiaries of the Registrant
99

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

______________


* Indicates executive compensation plan or arrangement.