MYERS INDUSTRIES INC - Quarter Report: 2011 June (Form 10-Q)
Table of Contents
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 June 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 (State or other jurisdiction of 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
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o.
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such sorter
period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o. |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ .
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
Class | Outstanding as of July 31, 2011 | |
Common Stock, without par value | 34,719,392 shares |
Table of Contents
Table of Contents
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 | ||||||
(Unaudited) | ||||||||
Current Assets |
||||||||
Cash |
$ | 6,936 | $ | 4,705 | ||||
Accounts receivable-less allowances of $4,020 and $2,950, respectively |
101,577 | 98,799 | ||||||
Inventories |
||||||||
Finished and in-process products |
77,148 | 67,580 | ||||||
Raw materials and supplies |
29,547 | 28,824 | ||||||
106,695 | 96,404 | |||||||
Prepaid expenses |
7,352 | 8,158 | ||||||
Deferred income taxes |
5,770 | 5,781 | ||||||
Total Current Assets |
228,330 | 213,847 | ||||||
Other Assets |
||||||||
Goodwill |
41,082 | 40,892 | ||||||
Patents and other intangible assets |
17,653 | 18,667 | ||||||
Other |
6,890 | 7,174 | ||||||
65,625 | 66,733 | |||||||
Property, Plant and Equipment, at Cost |
||||||||
Land |
4,369 | 4,369 | ||||||
Buildings and leasehold improvements |
59,904 | 59,690 | ||||||
Machinery and equipment |
387,753 | 383,664 | ||||||
452,026 | 447,723 | |||||||
Less allowances for depreciation and amortization |
(309,714 | ) | (295,908 | ) | ||||
Property, plant and equipment, net |
142,312 | 151,815 | ||||||
$ | 436,267 | $ | 432,395 | |||||
See notes to unaudited condensed consolidated financial statements.
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Table of Contents
Part I Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Financial Position
Condensed Consolidated Statements of Financial Position
(Dollars in thousands, except share data)
Liabilities and Shareholders Equity | June 30, 2011 | December 31, 2010 | ||||||
(Unaudited) | ||||||||
Current Liabilities |
||||||||
Accounts payable |
$ | 53,301 | $ | 64,143 | ||||
Accrued expenses |
||||||||
Employee compensation |
18,562 | 18,294 | ||||||
Income taxes |
6,553 | 5,891 | ||||||
Taxes, other than income taxes |
1,925 | 1,970 | ||||||
Accrued interest |
281 | 195 | ||||||
Other |
14,393 | 15,533 | ||||||
Current portion of long-term debt |
305 | 305 | ||||||
Total Current Liabilities |
95,320 | 106,331 | ||||||
Long-term debt, less current portion |
90,425 | 83,530 | ||||||
Other liabilities |
6,741 | 5,936 | ||||||
Deferred income taxes |
24,943 | 24,793 | ||||||
Shareholders Equity |
||||||||
Serial Preferred Shares (authorized 1,000,000 shares; none issued and outstanding) |
-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 | ||||||
Additional paid-in capital |
279,600 | 281,376 | ||||||
Accumulated other comprehensive income |
12,798 | 10,164 | ||||||
Retained deficit |
(94,827 | ) | (101,221 | ) | ||||
218,838 | 211,805 | |||||||
$ | 436,267 | $ | 432,395 | |||||
See notes to unaudited condensed consolidated financial statements.
2
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Part I Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss)
(Unaudited)
For the Three and Six Months Ended June 30, 2011 and 2010
For the Three and Six Months Ended June 30, 2011 and 2010
(Dollars in thousands, except share data)
For The Three Months Ended | For The Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net sales |
$ | 176,805 | $ | 175,906 | $ | 370,246 | $ | 362,329 | ||||||||
Cost of sales |
132,772 | 141,955 | 274,188 | 283,465 | ||||||||||||
Gross profit |
44,033 | 33,951 | 96,058 | 78,864 | ||||||||||||
Selling, general and administrative expenses |
35,360 | 33,960 | 75,016 | 68,392 | ||||||||||||
Operating income (loss) |
8,673 | (9 | ) | 21,042 | 10,472 | |||||||||||
Interest expense, net |
1,153 | 1,851 | 2,391 | 3,651 | ||||||||||||
Income (loss) before income taxes |
7,520 | (1,860 | ) | 18,651 | 6,821 | |||||||||||
Income taxes (benefit) |
2,862 | (761 | ) | 7,274 | 2,390 | |||||||||||
Net income (loss) |
$ | 4,658 | $ | (1,099 | ) | $ | 11,377 | $ | 4,431 | |||||||
Income (loss) per common share: |
||||||||||||||||
Basic and diluted |
$ | 0.13 | $ | (0.03 | ) | $ | 0.32 | $ | 0.13 | |||||||
Dividends per share |
$ | 0.070 | $ | 0.065 | $ | 0.140 | $ | 0.130 | ||||||||
See notes to unaudited condensed consolidated financial statements.
3
Table of Contents
Part I Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended June 30, 2011 and 2010
For the Six Months Ended June 30, 2011 and 2010
(Dollars in thousands)
June 30, 2011 | June 30, 2010 | |||||||
Cash Flows From Operating Activities |
||||||||
Net income |
$ | 11,377 | $ | 4,431 | ||||
Items not affecting use of cash |
||||||||
Depreciation |
16,064 | 15,019 | ||||||
Impairment charges |
252 | -0- | ||||||
Amortization of intangible assets |
1,474 | 1,485 | ||||||
Non-cash stock compensation |
1,607 | 1,133 | ||||||
Provision for loss on accounts receivable |
1,773 | 327 | ||||||
Other |
50 | -0- | ||||||
Deferred taxes |
(70 | ) | (76 | ) | ||||
Gain on sale of property, plant and equipment |
-0- | (733 | ) | |||||
Cash flow provided by (used for) working capital |
||||||||
Accounts receivable |
(4,281 | ) | (3,262 | ) | ||||
Inventories |
(9,247 | ) | 1,154 | |||||
Prepaid expenses |
903 | 798 | ||||||
Accounts payable and accrued expenses |
(11,151 | ) | (22,896 | ) | ||||
Net cash provided by (used for) operating activities |
8,751 | (2,620 | ) | |||||
Cash Flows From Investing Activities |
||||||||
Proceeds from sale of property, plant and equipment |
-0- | 5,165 | ||||||
Additions to property, plant and equipment |
(5,765 | ) | (9,320 | ) | ||||
Other |
848 | 73 | ||||||
Net cash used for investing activities |
(4,917 | ) | (4,082 | ) | ||||
Cash Flows From Financing Activities |
||||||||
Net borrowing on credit facility |
6,552 | 12,552 | ||||||
Cash dividends paid |
(4,715 | ) | (4,611 | ) | ||||
Proceeds from issuance of common stock |
70 | 72 | ||||||
Repurchase of common stock |
(3,722 | ) | -0- | |||||
Net cash (used for) provided by financing activities |
(1,815 | ) | 8,013 | |||||
Foreign Exchange Rate Effect on Cash |
212 | 17 | ||||||
Net increase in cash |
2,231 | 1,328 | ||||||
Cash at January 1 |
4,705 | 4,728 | ||||||
Cash at June 30 |
$ | 6,936 | $ | 6,055 | ||||
See notes to unaudited condensed consolidated financial statements.
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Part I Financial Information
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders Equity
(Unaudited)
For the Six Months Ended June 30, 2011
For the Six Months Ended June 30, 2011
(Dollars in thousands, except per share data)
Accumulative | ||||||||||||||||
Additional | Other | Retained | ||||||||||||||
Common | Paid-In | Comprehensive | Income | |||||||||||||
Stock | Capital | Income | (Deficit) | |||||||||||||
Balance at January 1, 2011 |
$ | 21,486 | $ | 281,376 | $ | 10,164 | $ | (101,221 | ) | |||||||
Net income |
-0- | -0- | -0- | 11,377 | ||||||||||||
Foreign currency translation adjustment |
-0- | -0- | 2,634 | -0- | ||||||||||||
Purchases for treasury |
(227 | ) | (3,495 | ) | -0- | -0- | ||||||||||
Common stock issued |
8 | 112 | -0- | -0- | ||||||||||||
Stock based compensation |
-0- | 1,607 | -0- | -0- | ||||||||||||
Dividends $.14 per share |
-0- | -0- | -0- | (4,983 | ) | |||||||||||
Balance at June 30, 2011 |
$ | 21,267 | $ | 279,600 | $ | 12,798 | $ | (94,827 | ) | |||||||
See notes to unaudited condensed consolidated financial statements.
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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 Companys latest annual report on Form 10-K.
In the opinion of the Company, the accompanying financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present fairly the financial position
as of June 30, 2011, and the results of operations and cash flows for the periods presented. The
results of operations for the three and six months ended June 30, 2011 are not necessarily
indicative of the results of operations that will occur for the year ending December 31, 2011.
Recent Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updated
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 Companys consolidated financial statements, as this guidance modifies presentation
of other comprehensive income already disclosed in the financial statements.
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
entitys own assumptions. |
The fair value of the Companys cash, accounts receivable, accounts payable and accrued expenses
are considered to have a fair value which approximates carrying value due to the nature and
relative short maturity of these assets and liabilities.
The fair value of debt under the Companys Credit Agreement approximates carrying value due to the
floating interest rates and relative short maturity (less than 90 days) of the revolving borrowings
under this agreement. The fair value of the Companys $35 million fixed rate senior notes was
estimated at $38.4 million at June 30, 2011 using market observable inputs for the Companys
comparable peers with public debt, including quoted prices in active markets and interest rate
measurements which are considered level 2 inputs.
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Table of Contents
Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Inventories
Approximately 27 percent of the Companys 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 managements estimates of expected year-end inventory
levels and costs. Because these are subject to many factors beyond managements 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.
Acquisitions
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 Companys Engineered Products Segment.
Goodwill
The change in goodwill for the six months ended June 30, 2011 was as follows:
Foreign | ||||||||||||||||||||
(Amount in thousands) | Balance at | Currency | Balance at | |||||||||||||||||
Segment | January 1, 2011 | Acquisitions | Translation | Impairment | June 30, 2011 | |||||||||||||||
Distribution |
$ | 214 | $ | -0- | $ | -0- | $ | -0- | $ | 214 | ||||||||||
Engineered Products |
707 | -0- | -0- | -0- | 707 | |||||||||||||||
Material Handling North America |
30,383 | -0- | -0- | -0- | 30,383 | |||||||||||||||
Lawn and Garden |
9,588 | -0- | 190 | -0- | 9,778 | |||||||||||||||
Total |
$ | 40,892 | $ | -0- | $ | 190 | $ | -0- | $ | 41,082 | ||||||||||
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.
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Table of Contents
Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
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 | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Weighted average common shares outstanding |
||||||||||||||||
Basic |
35,249,616 | 35,303,727 | 35,279,504 | 35,297,283 | ||||||||||||
Dilutive effect of stock options and restricted stock |
-0- | -0- | 156,608 | 116,860 | ||||||||||||
Weighted average common shares outstanding diluted |
35,249,616 | 35,303,727 | 35,436,112 | 35,414,143 | ||||||||||||
Options to purchase 1,172,729 and 1,757,404 shares of common stock that were outstanding at
June 30, 2011 were not included in the computation of diluted earnings per share for the three
months and six months ended June 30, 2011, respectively, 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 1,584,830 that were outstanding at June 30, 2010 were not included in the
computation of diluted earnings per share for the three and six months ended June 30, 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
Companys net loss position.
Supplemental Disclosure of Cash Flow Information
The Companys cash payments for interest and income taxes for the three and six months ended June
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 | |||||||
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Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Accumulated Other Comprehensive Income
As of June 30, 2011 and December 31, 2010, the balance in the Companys accumulated other
comprehensive income is comprised of the following:
June 30, | December 31, | |||||||
(In thousands) | 2011 | 2010 | ||||||
Foreign currency translation adjustments |
$ | 14,868 | $ | 12,234 | ||||
Pension adjustments |
(2,070 | ) | (2,070 | ) | ||||
Total |
$ | 12,798 | $ | 10,164 | ||||
Restructuring
During the six months ended June 30, 2011 and 2010, the Company recorded total expenses of $1.2
million and $1.7 million, respectively, for costs associated with restructuring plans including
impairment of property, plant and equipment, lease obligations, severance, consulting and other
related charges. 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 six months ended June 30, 2011, the Company recorded expenses of $0.6 million and
$1.2 million, respectively, related to restructuring activities. The restructuring costs included
charges of $0.3 million and $0.7 million in the three and six months ended June 30, 2011,
respectively, related to the Distribution Segment and a $0.3 million write-down for an idle Lawn
and Garden manufacturing facility from the first quarter of 2011.
In the three and six months ended June 30, 2010, the Company recorded expenses of approximately
$0.9 million and $1.7 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.
The accrued liability balance for severance and other exit costs associated with restructuring is
included in Other Accrued expenses on the Condensed Consolidated Statement of Financial Position.
Activity related to the Companys restructuring reserves as of June 30, 2011 is as follows:
(Dollars in thousands) | ||||
Balance at January 1, 2011 |
$ | 763 | ||
Provision |
(285 | ) | ||
Less: Payments |
(200 | ) | ||
Balance at June 30, 2011 |
$ | 278 | ||
As a result of restructuring activity and plant closures, approximately $5.0 million of property,
plant, and equipment has been classified as held for sale at both June 30, 2011 and December 31,
2010, and is included in other assets in the Condensed Consolidated Statements of Financial
Position.
Stock Compensation
The Companys 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 three
to five years and expire ten years from the date of grant.
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Table of Contents
Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Stock compensation expense was $1.0 million for the three months ended June 30, 2011 and $0.6
million for the three months ended June 30, 2010, respectively. Stock compensation expense was $1.6
million and $1.1 million for the six months ended June 30, 2011 and 2010, respectively. Stock
compensation is included in SG&A expense in the accompanying Condensed Consolidated Statements of
Income. Total unrecognized compensation costs related to non-vested share based compensation
arrangements at June 30, 2011 was approximately $3.9 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 Companys historical dividend yield, and expected volatility is derived from
historical volatility of the Companys shares and those of similar companies measured against the
market as a whole.
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 |
The following table summarizes the stock option activity for the six months ended June 30,
2011:
Average | Weighted | |||||||||||
Exercise | Average | |||||||||||
Shares | Price | Life | ||||||||||
Outstanding at January 1, 2011 |
1,845,210 | $ | 11.65 | |||||||||
Options Granted |
355,025 | 10.10 | ||||||||||
Options Exercised |
(1,727 | ) | 8.00 | |||||||||
Cancelled or Forfeited |
(121,184 | ) | 12.88 | |||||||||
Outstanding at June 30, 2011 |
2,077,324 | $ | 11.32 | 7.21 years | ||||||||
Exercisable at June 30, 2011 |
1,352,727 | $ | 11.81 |
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 stock options
exercised during the six months ended June 30, 2011 and 2010 was approximately $4 and $13,
respectively.
In addition, at June 30, 2011 and December 31, 2010, the Company had outstanding 291,850 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
As of December 31, 2010, the total amount of gross unrecognized tax benefits was $5.8 million of
which $5.5 million would reduce the Companys effective tax rate. The unrecognized tax benefits
include $4.2 million from the tax position taken on the Companys 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 within the Companys consolidated
financial position at December 31, 2010 was $0.4 million. No material changes have occurred in the liability for unrecognized tax benefits
during the six months ended June 30, 2011.
10
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Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
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
Companys 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 Companys 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 six months ended June 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.
Contingencies
The Company is a defendant in various lawsuits and a party to various other legal proceedings, in
the ordinary course of business, some of which are covered in whole or in part by insurance. We
believe that the outcome of these lawsuits and other proceedings will not individually or in the
aggregate have a future material adverse effect on our consolidated financial position, results of
operations or cash flows.
A number of parties, including the Company and its subsidiary, Buckhorn Inc., were identified in a
planning document adopted in October 2008 by the California Regional Water Quality Control Board,
San Francisco Bay Region (RWQCB). The planning document relates to the presence of mercury,
including amounts contained in mining wastes, in and around the Guadalupe River Watershed
(Watershed) region in Santa Clara County, California. Buckhorn has been alleged to be a successor
in interest to an entity that performed mining operations in a portion of the Watershed area. The
Company has not been contacted by the RWQCB with respect to Watershed clean-up efforts that may
result from the adoption of this planning document. The extent of the mining wastes that may be the
subject of future cleanup has yet to be determined, and the actions of the RWQCB have not yet
advanced to the stage where a reasonable estimate of remediation cost, if any, is available.
Although assertion of a claim by the RWQCB is reasonably possible, it is not possible at this time
to estimate the amount of any obligation the Company may incur for these cleanup efforts within the
Watershed region, or whether such cost would be material to the Companys financial statements.
11
Table of Contents
Part I Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except where otherwise indicated)
(Unaudited)
In October 2009, an employee was fatally wounded while performing maintenance at the Companys
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 Companys financial statements. The Company believes that it has adequate
insurance to resolve any claims resulting from this incident.
Segment Information
Using the criteria of ASC 280 Segment 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.
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 | ||||||||
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 | |||||||
12
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Part I Financial Information
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Results of Operations
Comparison of the Second Quarter of 2011 to the Second Quarter of 2010
Net Sales:
Quarter Ended | ||||||||||||||||
(dollars in millions) | June 30, | |||||||||||||||
Segment | 2011 | 2010 | Change | % Change | ||||||||||||
Lawn and Garden |
$ | 41.4 | $ | 45.2 | $ | (3.8 | ) | (8 | %) | |||||||
Material Handling |
$ | 67.0 | $ | 62.7 | $ | 4.3 | 7 | % | ||||||||
Distribution |
$ | 46.1 | $ | 44.0 | $ | 2.1 | 5 | % | ||||||||
Engineered Products |
$ | 27.9 | $ | 29.8 | $ | (1.9 | ) | (6 | %) | |||||||
Intra-segment elimination |
$ | (5.6 | ) | $ | (5.8 | ) | $ | 0.2 | 3 | % | ||||||
TOTAL |
$ | 176.8 | $ | 175.9 | $ | 0.9 | 1 | % | ||||||||
Net sales in the quarter ended June 30, 2011 were $176.8 million, an increase of $0.9 million
or 1% compared to the prior year. Increases of $7.9 million from higher selling prices and $1.6
million from the effect of foreign currency translation were largely offset by a $7.0 million
reduction in volume.
Net sales in the Lawn and Garden Segment in the second quarter of 2011 were down $3.8 million or 8%
compared to the second quarter of 2010. The decreased sales primarily reflects lower unit volume of
$7.5 million compared to the second quarter of 2010 as the weak economy and unfavorable weather
conditions through most of the spring growing season resulted in soft demand across the market. The
lower sales volume was partially offset by an increase of $2.7 million from improved pricing
discipline and a $0.9 million increase from foreign currency translation reflecting the impact of
exchange rates for the Canadian dollar.
Net sales in the Material Handling Segment increased $4.3 million or 7% in the second quarter of
2011 compared to the same quarter in 2010. The current quarter sales improvement includes $3.5
million from increased selling prices and $0.5 million from the effect of foreign currency
translation. In addition, current quarter sales volume increased slightly as strong growth in
agricultural, automotive and manufacturing markets more than offset a loss of approximately $12
million in custom pallet sales.
Net sales in the Distribution Segment increased $2.1 million or 5% in the second quarter of 2011
compared to the second quarter of 2010. The sales increase includes $1.3 million from higher
selling prices and increased sales volume of $0.6 million from stronger replacement tire sales and
vehicle service demand.
In the Engineered Products Segment, net sales in the second quarter of 2011 decreased $1.9 million
or 6% compared to the prior year. The decrease in sales was primarily due to lower volumes which
more than offset an increase of $0.4 million from higher selling prices. In addition, a reduction
in sales volume of $3.3 million in the transplant automotive markets was partially offset by
increased demand in the recreational vehicle and marine markets.
Cost of Sales & Gross Profit:
Quarter Ended | ||||||||
(dollars in millions) | June 30, | |||||||
Cost of Sales and Gross Profit | 2011 | 2010 | ||||||
Cost of sales |
$ | 132.8 | $ | 142.0 | ||||
Gross profit |
$ | 44.0 | $ | 34.0 | ||||
Gross profit as a percentage of sales |
24.9 | % | 19.3 | % |
Gross profit margin increased to 24.9% for the quarter ended June 30, 2011 compared with 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 20% higher
for polypropylene and 15% higher for high density polyethylene in the second quarter of 2011
compared to the second quarter of 2010. Increased selling prices, 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 Material Handling, combined with
productivity improvements in all segments.
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Table of Contents
Selling, General and Administrative (SG&A) Expenses from Continuing Operations:
Quarter Ended | ||||||||||||
(dollars in millions) | June 30, | |||||||||||
SG&A Expenses | 2011 | 2010 | Change | |||||||||
SG&A expenses |
$ | 35.4 | $ | 34.0 | $ | 1.4 | ||||||
SG&A expenses as a percentage of sales |
20.0 | % | 19.3 | % | 0.7 | % |
Selling, general and administrative expenses for the quarter ended June 30, 2011 were $35.4
million, an increase of $1.4 million or 4% compared to the same period in the prior year. The
increase was primarily due to higher freight and other variable selling expenses in the Material
Handling Segment compared to the prior year. SG&A expense in the second quarter of 2011 included
restructuring and other unusual charges of $0.6 million compared with similar charges of $1.6
million in the second quarter of 2010.
Interest Expense:
Quarter Ended | ||||||||||||||||
(dollars in millions) | June 30, | |||||||||||||||
Net Interest Expense | 2011 | 2010 | Change | % Change | ||||||||||||
Net interest expense |
$ | 1.2 | $ | 1.9 | $ | (0.7 | ) | (38 | %) | |||||||
Outstanding borrowings |
$ | 90.7 | $ | 116.8 | $ | (26.1 | ) | (22 | %) | |||||||
Average borrowing rate |
4.80 | % | 6.05 | % | (1.25 | %) | (21 | %) |
Net
interest expense was $1.2 million for the quarter ended June 30, 2011, a decrease of 38%
compared to $1.9 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:
Quarter Ended | ||||||||||||||||
(dollars in millions) | June 30, | |||||||||||||||
Segment | 2011 | 2010 | Change | % Change | ||||||||||||
Lawn and Garden |
$ | (1.6 | ) | $ | (5.5 | ) | $ | 3.9 | (71 | %) | ||||||
Material Handling |
$ | 8.4 | $ | 3.5 | $ | 4.9 | 140 | % | ||||||||
Distribution |
$ | 4.0 | $ | 3.6 | $ | 0.4 | 11 | % | ||||||||
Engineered Products |
$ | 2.6 | $ | 3.1 | $ | (0.5 | ) | (16 | %) | |||||||
Corporate and interest |
$ | (5.9 | ) | $ | (6.6 | ) | $ | 0.7 | 11 | % | ||||||
TOTAL |
$ | 7.5 | $ | (1.9 | ) | $ | 9.4 | (496 | %) | |||||||
Income (loss) before taxes for the quarter ended June 30, 2011, was $7.5 million compared to a loss
of $1.9 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 tax 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
Table of Contents
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
Table of Contents
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 six months
ended June 30, 2011 compared with the prior year.
Income Taxes:
Six Months Ended | ||||||||
(dollars in millions) | June 30, | |||||||
Consolidated Income Taxes | 2011 | 2010 | ||||||
Income before taxes |
$ | 18.7 | $ | 6.8 | ||||
Income taxes |
$ | 7.3 | $ | 2.4 | ||||
Effective tax rate |
39.0 | % | 35.0 | % |
The effective tax rate for the six months ended June 30, 2011 was 39.0% compared to 35.0% in
the prior year. The lower effective tax rate in 2010 is primarily attributable to 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.
16
Table of Contents
Liquidity and Capital Resources
Cash provided by operating activities from continuing operations was $8.8 million for the six
months ended June 30, 2011 compared to cash used of $2.6 million for the six months ended June 30,
2010. The increase of $11.4 million in current year cash provided by operations was primarily
attributable to an increase of approximately $7.0 million in net income and an increase of
approximately $4.0 million in depreciation, amortization and other non-cash charges, compared to
the prior year.
For the six months ended June 30, 2011, cash of $23.8 million was used for working capital compared
to cash used for working capital of $24.2 million in the prior year. In the six months ended June
30, 2011, higher sales resulted in increased accounts receivable and the use of $4.3 million of
cash compared with a use of $3.3 million in the prior year. In addition, increasing sales volume
and higher raw material costs resulted in higher inventories which used approximately $9.2 million
of cash for the six months ended June 30, 2011 compared to cash provided by inventories of $1.2
million for the same period in 2010. Accounts payable and accrued expenses used cash of $11.2
million in the six months ended June 30, 2011, compared with a use of $22.9 million in the prior
year.
Capital expenditures were approximately $5.8 million for the six months ended June 30, 2011 and for
the full year are expected to be at the high end of a $20 to $25 million forecasted range. 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 June 30, 2011, the Company used cash of
$3.7 million to repurchase 371,779 shares pursuant to this plan. In addition, the Company used cash
to pay dividends of $4.7 million in the six months ended June 30, 2011.
Total debt at June 30, 2011 was approximately $90.7 million compared with $83.8 million at December
31, 2010. The Companys Credit Agreement provides available borrowing up to $180 million and, as of
June 30, 2011, there was $54.5 million outstanding and approximately $125.5 million available under
this agreement. As of June 30, 2011 the Company was in compliance with all its debt covenants. The
most restrictive financial covenants for all of the Companys 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 June 30, 2011 are
shown in the following table:
Required Level | Actual Level | |||||||
Interest Coverage Ratio |
2.25 to 1 (minimum) | 6.99 | ||||||
Leverage Ratio |
3.25 to 1 (maximum) | 1.28 |
The Company believes that cash flows from operations and available borrowing under its Credit
Agreement will be sufficient to meet expected business requirements including capital expenditures,
dividends, working capital, 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 Companys financial results are subject to changes in the market rate of
interest. At present, the Company has not entered into any interest rate swaps or other derivative
instruments to fix the interest rate on any portion of its financing arrangements with floating
rates. Accordingly, based on current debt levels at June 30, 2011, if market interest rates
increase one percent, the Companys interest expense would increase approximately $0.5 million
annually.
Some of the Companys subsidiaries operate in foreign countries and their financial results are
subject to exchange rate movements. The Company has operations in Canada with foreign currency
exposure, primarily due to sales made from businesses in Canada to customers in the United States.
These sales are denominated in US dollars. In addition, the Companys subsidiary in Brazil has
loans denominated in U.S. dollars. The Company has a 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 815 Derivatives and Hedging, and accordingly, the changes
in the fair value of the foreign currency arrangements, which have been immaterial, are recorded in
the income statement. The Companys foreign currency arrangements are generally three months or
less and, as of June 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 Companys financial
position, results of operations or cash flows.
17
Table of Contents
Item 4. | Controls and Procedures |
The Company maintains disclosure controls and procedures, as defined under Rules 13a-15(e) and
15d-a5(e) of the Securities Exchange Act of 1934, as amended, that are designed to ensure that
information required to be disclosed in the Companys reports under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods specified in the
Commissions rules and forms and that such information is accumulated and communicated to the
Companys management, including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow for timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
The Company carries out a variety of on-going procedures, under the supervision and with the
participation of the Companys management, including the Companys Chief Executive Officer and
Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Companys
disclosure controls and procedures. Based on the foregoing, the Companys Chief Executive Officer
and Chief Financial Officer concluded that the Companys disclosure controls and procedures were
effective at a reasonable assurance level as of the end of the period covered by this report.
There has been no change in the Companys internal controls over financial reporting during the
Companys most recent fiscal quarter that has materially affected, or are reasonably likely to
materially affect, the Companys internal controls over financial reporting.
Part II Other Information
Item 1. | Legal Proceedings |
A number of parties, including the Company and its subsidiary, Buckhorn Inc. (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 Companys financial statements.
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, 2011 | By: | /s/ Donald A. Merril | ||
Donald A. Merril | ||||
Senior Vice President, Chief Financial
Officer and Corporate Secretary (Duly Authorized Officer and Principal Financial and Accounting Officer) |
18
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-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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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)
|
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 June 30, 2011 filed with the SEC on August 3, 2011, formatted in XBRL includes: (i) Condensed Consolidated Statements of Financial Position at June 30, 2011 and December 31, 2010, (ii) Condensed Consolidated Statements of Income (Loss) for the fiscal periods ended June 30, 2011 and 2010, (iii) Condensed Consolidated Statements of Cash Flows for the fiscal periods ended June 30, 2011 and 2010, (iv) Condensed Consolidated Statement of Shareholders Equity for the fiscal period ended June 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. |