1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________ FORM 10-Q (Mark One) | X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 ------------------------------------------------ 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-8524 --------------------- MYERS INDUSTRIES, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO #34-0778636 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1293 SOUTH MAIN STREET, AKRON, OHIO 44301 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (216) 253-5592 ---------------------------- Indicate 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 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 October 31, 1995, the number of shares outstanding of the issuer's Common Stock was: 16,884,017 ========== 2 -1- PART I - FINANCIAL INFORMATION --------------------------------- MYERS INDUSTRIES, INC. ---------------------- CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION AS OF SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 ---------------------------------------------- September 30, December 31, ASSETS 1995 1994 - ----------- -------------- ------------- CURRENT ASSETS Cash and temporary cash investments $4,258,903 $1,794,703 Accounts receivable-less allowances of $1,626,000 and $1,479,000, respectively 49,482,575 51,226,688 Inventories Finished and in-process products 37,060,190 33,572,557 Raw materials and supplies 6,674,058 5,809,158 -------------- ------------- 43,734,248 39,381,715 Prepaid expenses 1,445,657 2,321,849 -------------- ------------- TOTAL CURRENT ASSETS 98,921,383 94,724,955 OTHER ASSETS Excess of cost over fair value of net assets of companies acquired 17,154,198 9,289,115 Patents and other intangible assets 2,998,043 3,219,371 Other 2,939,576 3,415,134 -------------- ------------- 23,091,817 15,923,620 PROPERTY, PLANT & EQUIPMENT, AT COST Land 1,985,008 1,836,637 Buildings and leasehold improvements 32,698,251 29,010,268 Machinery and equipment 94,550,174 85,710,088 -------------- ------------- 129,233,433 116,556,993 Less allowances for depreciation and amortization 62,717,060 55,178,681 -------------- ------------- 66,516,373 61,378,312 -------------- ------------- $188,529,573 $172,026,887 ============== ============= 3 -2- PART I - FINANCIAL INFORMATION ---------------------------------- MYERS INDUSTRIES, INC. ---------------------- CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION AS OF SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 ---------------------------------------------- September 30, December 31, LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1994 - ------------------------------------- --------------- --------------- CURRENT LIABILITIES Accounts payable $12,855,284 $19,751,167 Employee compensation and related items 7,754,198 8,911,996 Accrued expenses Interest 183,880 59,729 Taxes, other than income taxes 1,205,823 974,853 Income taxes (929,280) 431,805 Other 4,704,388 3,271,664 Current portion of long-term debt 738,369 692,379 --------------- --------------- TOTAL CURRENT LIABILITIES 26,512,662 34,093,593 LONG-TERM DEBT, less current portion 17,667,576 4,154,646 DEFERRED INCOME TAXES 3,189,286 2,869,976 SHAREHOLDERS' EQUITY Serial Preferred Shares (authorized 1,000,000) -0- -0- Common Shares, without par value (authorized 30,000,000 shares; outstanding 16,881,565 and 16,830,101, respectively) 9,743,718 8,303,598 Additional paid-in capital 111,382,116 90,606,429 Foreign currency translation adjustment (292,588) (466,191) Retained income 20,326,803 32,464,836 --------------- --------------- 141,160,049 130,908,672 --------------- --------------- $188,529,573 $172,026,887 =============== =============== 4 PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ----------------------------- CONDENSED STATEMENT OF CONSOLIDATED INCOME ------------------------------------------ FOR THE THREE FOR THE NINE MONTHS ENDED MONTHS ENDED --------------------------- --------------------------- September 30, September 30, September 30, September 30, 1995 1994 1995 1994 ----------- ----------- ------------ ----------- Net sales $74,650,879 $66,191,639 $217,735,842 $194,328,981 Costs and expenses Cost of sales 52,523,640 45,017,615 151,533,914 130,311,326 Operating expenses 16,226,278 14,479,638 46,357,276 42,476,198 Interest income (62,534) (38,798) (137,933) (112,819) Interest expense 369,371 208,921 692,734 625,325 ----------- ----------- ----------- ----------- Total costs & expenses 69,056,755 59,667,376 198,445,991 173,300,030 Income before income taxes 5,594,124 6,524,263 19,289,851 21,028,951 Income taxes 2,277,000 2,658,000 7,851,000 8,521,000 ----------- ----------- ----------- ----------- Net income $3,317,124 $3,866,263 $11,438,851 $12,507,951 =========== =========== =========== =========== Net income per Common Share* $.20 $.23 $.68 $.74 Dividends per Common Share* $.04 $.036 $.11 $.10 Weighted average number of Common Shares outstanding* 16,877,705 16,838,663 16,864,258 16,826,589 - ------------- *Adjusted for ten percent stock dividend paid in August, 1995. 5 -4- PART I - FINANCIAL INFORMATION --------------------------------- MYERS INDUSTRIES, INC. ---------------------- STATEMENTS OF CONSOLIDATED CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 ----------------------------------------------------- September 30, September 30, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES ---------------- --------------- Net income $11,438,851 $12,507,951 Items not affecting use of cash Depreciation 7,747,901 6,375,882 Amortization of excess of cost over fair value of net assets of companies acquired 281,520 214,020 Amortization of deferred financing costs 11,547 58,256 Amortization of patents & other intangible assets 221,328 221,328 Cash flow provided by (used for) working capital Accounts receivable 5,178,351 (4,031,068) Inventories (2,037,247) (507,574) Prepaid expenses 999,027 (233,561) Accounts payable and accrued expenses (9,997,770) 776,765 ---------------- --------------- Net cash provided by operating activities 13,843,508 15,381,999 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment, net (7,102,954) (8,805,322) Cash dividends paid (1,911,577) (1,713,687) Other 1,190,424 (55,287) Purchase of company acquired, net of cash (14,519,740) -0- ---------------- --------------- Net cash used for investing activities (22,343,847) (10,574,296) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings to finance acquisition 13,000,000 -0- Borrowings - net (2,035,461) (4,153,201) ---------------- --------------- Net cash provided by (used for) financing activities 10,964,539 (4,153,201) INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS 2,464,200 654,502 CASH AND TEMPORARY CASH INVESTMENTS JANUARY 1 1,794,703 1,661,783 ---------------- --------------- CASH AND TEMPORARY CASH INVESTMENTS SEPTEMBER 30 $4,258,903 $2,316,285 ================ =============== 6 -5- 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's latest annual report on Form 10-K. In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 1995 and December 31, 1994 and the results of operations and cash flows for the nine months ended September 30, 1995 and 1994. (2) Income Per Share ---------------- Income per share is determined on the basis of the weighted average number of common shares and common stock equivalents outstanding during the period with the 1994 data adjusted for the ten percent stock dividend paid in August, 1995. (3) Supplemental Disclosure of Cash Flow Information ------------------------------------------------ The Company made cash payments for interest expense of $205,198 and $213,387 for the three months ended September 30, 1995 and 1994, respectively. Cash payments for interest expense were $568,583 and $627,808 for the nine months ended September 30, 1995 and 1994, respectively. Cash payments for income taxes were $2,928,379 and $3,543,576 for the three months ended September 30, 1995 and 1994, respectively. Cash payments for income taxes were $9,033,824 and $8,878,552 for the nine months ended September 30, 1995 and 1994, respectively. 7 -6- (4) Acquisitions ------------ Effective June 30, 1995, the Registrant acquired Ameri-Kart Corp. (Ameri-Kart), a manufacturer of plastic residential waste carts, material handling containers, recreational vehicle parts, and hydraulic dumping devices. The transaction was effected through the exchange of cash for all the issued and outstanding shares of Ameri-Kart. The cost of the acquisition, including expenses, is approximately $15 million. The acquisition has been accounted for as a purchase and accordingly, the assets and liabilities of Ameri-Kart have been recorded at their estimated fair values for financial reporting purposes at the date of acquisition. Ameri-Kart's results of operations, the amounts of which are not material, have been included in the accompanying consolidated financial statements from June 30, 1995. 8 -7- PART I - FINANCIAL INFORMATION ------------------------------ MYERS INDUSTRIES, INC. ---------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- RESULTS OF OPERATIONS - --------------------- Net sales for the three month period ended September 30, 1995 increased $8,459,240 or 12.8 percent as compared to the same period in 1994. The inclusion of Ameri-Kart's results of operations subsequent to June 30, 1995, increased unit volumes, and increased selling prices were the reasons for the increase. For the nine month period ending September 30, 1995 net sales increased $23,406,861 or 12.0 percent over the prior year. Cost of sales for the three month period ended September 30, 1995 increased $7,506,025 or 16.7 percent and $21,222,588 or 16.3 percent for the nine month period as compared to 1994. The cost of sales increase is attributable to additional sales and higher raw material prices in the Manufacturing segment. Gross profit, expressed as a percentage of sales, declined to 29.6 percent for the three month period ended September 30, 1995 as compared to 32.0 percent for the same period in 1994. For the nine month period the gross profit declined to 30.4 percent as compared to 32.9 percent for the same period in 1994. The decrease in gross margin is a result of higher raw material prices which were not fully passed along to customers. Operating expenses increased $1,746,640 or 12.1 percent for the three month period ended September 30, 1995 and $3,881,078 or 9.1 percent for the nine month period as compared to the same periods in 1994. Operating expenses, expressed as a percentage of sales, decreased slightly to 21.7 percent for the three month period as compared to 21.9 percent for the same period in 1994. For the nine month period ended September 30, 1995, operating expenses decreased to 21.3 percent as a percentage of sales as compared to 21.9 percent for the same period in 1994. These decreases are attributable to overall cost controls and greater fixed expense coverage. Interest income increased during the three month period ended September 30, 1995 to $62,534 from $38,798 for the same period in 1994 and for the nine month period interest income increased to $137,933 from $112,819 for the same period in 1994. Interest expense for the three and nine month periods ended September 30, 1995 increased $160,450 or 76.8 percent and $67,409 or 10.8 percent, respectively. This is attributable to additional debt to finance the Ameri-Kart acquisition. 9 -8- RESULTS OF OPERATIONS (Con't) - --------------------- Income taxes, expressed as a percentage of income before taxes, were 40.7 percent for the three month periods ended September 30, 1995 and 1994. For the nine month period ended September 30, 1995, income taxes, expressed as a percentage of income before taxes, increased slightly to 40.7 percent from 40.5 percent in 1994. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Working capital increased to $72,408,721 at September 30, 1995 from $60,631,362 at December 31, 1994. Total debt at September 30, 1995, expressed as a percentage of total capitalization, increased to 11.5 percent as compared to 3.6 percent at December 31, 1994. This was the result of the Company financing the acquisition of Ameri-Kart Corp by borrowing on its revolving credit facility. The Company currently anticipates capital expenditures in the range of $12.0 to $15.0 million per year over the next five years, primarily for the increased polymer manufacturing capacity. Management believes that anticipated cash flows from operations and available credit facilities will be sufficient to meet its short-term and long-term needs. 10 -9- PART II - OTHER INFORMATION --------------------------- MYERS INDUSTRIES, INC. ---------------------- SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MYERS INDUSTRIES, INC. 11/13/95 By: /s/ GREGORY J. STODNICK - --------------------------- ------------------------------ Date Gregory J. Stodnick Vice President-Finance Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)