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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
COMMISSION FILE NUMBER 1-8524
MYERS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-0778636
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1293 S. MAIN STREET, AKRON, OHIO 44301 (330) 253-5592
(Address of Principal Executive Offices) (Zip Code) (Telephone Number)
SECURITIES REGISTERED PURSUANT TO NAME OF EACH EXCHANGE
SECTION 12(B) OF THE ACT: ON WHICH REGISTERED:
Common Stock, Without Par Value American Stock Exchange
(Title of Class)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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 the
filing requirements for at least the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the approximate aggregate market value of the voting stock held by
non-affiliates of the registrant as of February 28, 2001: $239,801,675. Indicate
the number of shares outstanding of registrant's common stock as of February 28,
2001: 21,604,583 Shares of Common Stock, without par value.
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of Registrant's Notice of 2001 Annual Meeting and Proxy
Statement, dated March 21, 2001, in Part III (Items 10, 11, 12 and 13)
CROSS REFERENCE SHEET
PURSUANT TO FORM 10-K GENERAL INSTRUCTION G(4)
PART/ITEM FORM 10-K HEADING REFERENCE MATERIAL
--------- ----------------- ------------------
III/10 Directors and Executive Officers of the Registrant . . . . . Proxy Statement(1)
pages 3 through 7
III/11 Executive Compensation . . . . . . . . . . . . . . . . . . . Proxy Statement
pages 9 through 13
III/12 Security Ownership of Certain Beneficial Owners Proxy Statement
and Management . . . . . . . . . . . . . . . . . . . . . . . pages 3 through 7,
page 11, and page 17
III/13 Certain Relationships and Related Transactions . . . . . . . Proxy Statement
page 8
- --------------------
(1) Registrant's Notice of 2001 Annual Meeting of Shareholders and Proxy
Statement
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PART I
ITEM 1. BUSINESS
(A) GENERAL DEVELOPMENT OF BUSINESS
In 2000, Myers Industries, Inc. (Company) achieved record sales for the
ninth straight year, but net income fell below 1999 levels and ended a four year
run of record earnings.
Net sales for the fourth quarter were $171.3 million, up three percent
from the same period last year. Net income was $4.5 million down 54 percent from
$9.8 million in 1999, and net income per share was $.21 down 52 percent from
$.44 per share last year.
For the year, net sales were $652.7 million, an increase of 12 percent
over the $580.8 million reported in 1999. Net income for the year was $24.0
million, down 23 percent from $31.2 million in 1999, and net income per share
was $1.11, a 21 percent decrease from the $1.41 earned in 1999.
Both the fourth quarter and full year net income figures reflect a $1.9
million after tax restructuring charge, or $.09 per share, related to the
closing of a manufacturing facility.
In October 2000, the Company acquired R.B. Manufacturing Company, a
Sandusky, Ohio Manufacturer of material handling carts and Best Plastics, Inc.,
a Cassopolis, Michigan manufacturer of vacuum formed and rotational molded
plastic products for the recreational vehicle, automotive, industrial and
agriculture industries.
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The response to this section of Item 1 is contained in the Industry
Segments footnote of the Notes to Consolidated Financial Statements under Item 8
of this report.
(C) DESCRIPTION OF BUSINESS
The Company conducts its business activities in two segments,
Manufacturing and Distribution. For the fiscal year ended December 31, 2000, the
Manufacturing Segment generated approximately 76% of sales, while the
Distribution Segment contributed approximately 24% of sales.
Our Manufacturing Segment designs, manufactures, and markets a variety
of plastic and rubber products, ranging from plastic material handling
containers and storage boxes to rubber OEM parts and tire repair materials.
These products are made through a variety of molding processes in 25 facilities
located throughout North America and Europe.
Our Distribution Segment is engaged in the distribution of tools,
equipment, and supplies used for tire and wheel service and automotive underbody
repair. The Distribution Segment operates through 42 branches located in major
cities throughout the United States and in foreign countries through export and
businesses in which we hold an equity interest.
Our Manufacturing Segment
In our Manufacturing Segment, we design, manufacture, and market more
than 11,000 products from plastic and rubber. We currently operate 18
manufacturing
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facilities in the United States, six in Western Europe and one in Canada. Our
manufactured plastic and rubber products are sold nationally and internationally
by a direct sales force and through independent sales representatives.
KEY MANUFACTURED PRODUCT AREAS
" Reusable Plastic Material Handling Containers
" Plastic Planters
" Plastic Storage & Organization Products
" Plastic Storage Tanks
" Plastic and Metal Material Handling Carts
" Rubber OEM & Replacement Parts
" Tire Repair & Retreading Products
" Custom Rubber Sheet Stock
" Reflective Highway Marking Products
PRODUCT BRANDS
" Buckhorn
" Akro-Mils
" Allibert Equipement
" Ameri-Kart
" Buckhorn Rubber
" Dillen
" Listo
" Patch Rubber
" raaco
MANUFACTURING CAPABILITIES
" Plastic & Rubber Injection Molding
" Compression Molding
" Winding Extrusion
" Vacuum Forming
" Rotational Molding
" Rubber Compounding & Calendering
" Rubber-to-Metal Bonding
REPRESENTATIVE MARKETS
" Agriculture
" Automotive
" Chemical
" Construction
" Consumer
" Food Processing & Distribution
" General Industrial
" Healthcare
" Horticulture
" Marine/Watercraft
" Recreational Vehicle
" Telecommunications
" Tire Repair & Retread
" Transportation
" Waste Collection
" Water Control
Our largest product line is reusable plastic material handling
containers. These products help customers efficiently and economically move
products and reduce solid waste in closed-loop distribution systems. We are one
of the leading manufacturers of these material handling products, which include
collapsible bulk boxes, hand-held containers and trays, small parts bins,
pallets, and a variety of other specialty items. We believe that we are one of
the few manufacturers positioned to supply material handling product solutions
to customers worldwide.
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Our material handling products are utilized for shipping and handling a
wide range of industrial and commercial items, including automotive, appliance,
and electronic components; food products such as meat, poultry, and produce;
bulk seed and feed; health and beauty care products; apparel and textiles; and
hardware. These products deliver specific cost-saving and productivity benefits
to our customers. At the Saturn plant in Springhill, Tennessee, our containers
and pallets are reused hundreds of times to carry fasteners and bumpers from
suppliers directly to the assembly area, reducing the scrap rate and eliminating
costly solid waste from cardboard boxes and wood pallets. Chicken delivered to
KFC restaurants across the United States comes in the reusable container that we
pioneered; the container better protects the chicken during transport and is
more sanitary than cardboard boxes. Our plastic bins are used on assembly lines,
at distribution centers, and in retail outlets throughout the world to organize
small parts and other items.
Growers, retailers, and consumers use our plastic planters and trays to
create plant and floral displays. We manufacture a broad line of indoor/outdoor
decorative planters, pots, bowls, window boxes, urns, and grower containers and
trays; we are also North America's largest producer of hanging baskets. These
items serve the needs of the grower at greenhouses and nurseries, as well as
retail garden centers, home centers, and mass merchandisers such as Target(R),
K-Mart(R), and Wal-Mart(R).
For consumers, we adapt storage solutions for industry to home and
office settings. Our popular KeepBox(TM) containers help consumers organize
everything from holiday decorations to school supplies. Storage organizers and
cabinets provide efficient storage for small items and accessories in the home
workshop or at the office. Hobbyists and craftsmen use our popular
CraftDesign(TM) products for efficient, portable storage of craft, sewing, and
art supplies.
Part of our product line is plastic storage tanks used for storage and
transport of a wide variety of solid and liquid materials. These tanks are
produced in the United States using rotational molding and in Europe with both
winding extrusion and rotational molding. Our extruded tanks are primarily used
for storage in industries such as chemical and water treatment and are an
effective alternative to stainless steel tanks, giving customers the same
performance for a lower price. For industries such as agriculture, plastics, and
food, our roto-molded tanks are commonly used as intermediate bulk containers
(IBCs), transporting material from one location to another or as a temporary
storage vessel; these uses are often "returnable" applications, in which the
tanks can be reused for multiple round trips in a closed loop distribution
system.
We manufacture plastic carts used in material handling and waste
collection. Manufacturers apply our carts and dumpers for in-plant transport of
products and scrap. More than 600 municipalities use the carts for residential
waste collection.
From seals for water supply lines to hood latches and air hose
assemblies for trucks, our engineered, molded OEM and replacement parts meet
precise specifications for the waterworks, agriculture, transportation, and
civil construction industries. Specialized manufacturing expertise enables us to
create a range of specific-performance custom rubber products, including
rubber-to-metal bonded items used in marine and maintenance equipment,
watercontrol, and environmental applications.
More than 50 years ago we started making tire patches. We now offer the
most comprehensive line of tire repair and retreading products in the United
States. To service the nearly 221 million damaged tires that occur each year, we
make all the materials and products customers need to perform safe and
profitable tire repairs: the plug that fills a puncture, the cement that seats
the plug, the tire innerliner patch, and the final sealing compound. Our
products are used to repair the smallest puncture in passenger tires and the
most severe tear in large, off-the-road tires.
Our calendered rubber sheet stock is used in many applications. The
telecommunications industry splices cabling with our specialty tapes. In the
mining industry, our materials are used to create linings for material handling
conveyor systems.
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Another of our custom sheet stocks is used as the base material to produce the
world's top-selling line of golf grips, "Golf Pride(R)"
We have applied our rubber calendering and compounding expertise to
create reflective marking products for the road repair and construction
industry. Transportation professionals use our reflective tape striping,
symbols, and legends for marking roadways, intersections, and hazardous areas.
Our tape stock is easier to apply, more reflective, and longer lasting than
paint. We make the tape in both temporary and permanent grades.
The Company's Manufacturing business is dependent upon outside
suppliers for raw materials, principally polyethylene, polypropylene,
polystyrene and synthetic and natural rubber. We believe that the loss of any
one supplier or group of suppliers would not have a materially adverse effect on
our business, since in most instances identical or similar materials are readily
obtainable from other suppliers.
Our Distribution Segment
In our Distribution Segment, we are the largest distributor of tools,
equipment, and supplies to tire, wheel, and automotive underbody service
specialists in the United States. We buy and sell nearly 10,000 different tool,
equipment, and supply items ranging from computerized alignment systems and tire
balancers to tire patches, repair cement, and small hand tools
KEY DISTRIBUTION PRODUCTS
" Tire Valves & Accessories
" Tire Changing & Balancing Equipment
" Lifts & Alignment Equipment
" Service Equipment & Tools
" Tire Repair/Retread Equipment & Supplies
PRODUCT BRAND
" Myers Tire Supply
CAPABILITIES
" Local Sales & Inventory
" International Distribution
" Broad Sales Coverage
" Personalized Service
" Customer Product Training
" National Accounts
" 67 Years of Expertise in Tire Repair & Retreading
REPRESENTATIVE MARKETS
" Retail Tire Dealers
" Truck Tire Dealers
" Auto Dealers
" Commercial Auto & Truck Fleets
" Tire Retreaders
" General Repair Facilities
Within the continental United States, we provide widespread
distribution and sales coverage from 42 branches in 31 states. Each branch
operates as a profit center and is staffed by a branch manager, salespeople,
office, warehouse, and delivery personnel.
Internationally, we have five wholly owned warehouse distributors
located in Canada and Central America.
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We also own interests in several foreign warehouse distributors. Sales personnel
from our Akron, Ohio headquarters cover the Far East, Middle East, South Pacific
and South American territories.
We buy products from top suppliers to ensure quality is delivered to
our customers. Each of the brand-name products we sell is associated with
superior performance in its respective area. Some of these leading brands
include: Chicago Pneumatic air tools; Hennessy tire changing, balancing, and
alignment equipment; Corghi tire changers and balancers; Ingersoll-Rand air
service equipment; John Bean Co. tire balancing and changing equipment; our own
Patch Rubber brand tire patches, cements, and repair supplies; and Rotary lifts
and related equipment.
An essential element of our success in the Distribution segment is our
180 sales representatives, who deliver personalized service on a local level.
Customers rely on Myers" sales representatives to introduce the latest tools and
technologies and provide training in new product features and applications.
Representatives also teach the proper use of diagnostic equipment, and present
on-site workshops demonstrating industry approved techniques for tire repair and
undercar service.
COMPETITION
Competition in the Manufacturing business is substantial and varied in
form and size from manufacturers of similar products and of other products which
can be readily substituted for those produced by the Company. Competition in the
Distribution business is generally from local and regional businesses.
EMPLOYEES
As of December 31, 2000 the Company had a total of 4,383 full-time and
part-time employees. Of these employees, 3,637 were engaged in the Manufacturing
business, 647 were employed in the Distribution business and 99 were employed at
the Company's Corporate offices. Approximately 10% of the Company's employees
are members of unions, however, in certain countries in which the Company
operates union membership is not known due to confidentiality laws. The Company
believes it has a good relationship with its union employees.
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
The Response to this section of Item 1 is contained in the Industry
Segments footnote of the Notes to Consolidated Financial Statements under Item 8
of this Report.
ITEM 2. PROPERTIES
The following table sets forth by segment certain information with
respect to properties owned by the Registrant:
DISTRIBUTION
APPROXIMATE APPROXIMATE
FLOOR LAND
SPACE AREA
PLANT LOCATION (SQUARE FEET) (ACRES) USE
-------------- ------------- ------- ---
Akron, Ohio................ 129,000 8 Executive offices and warehousing
Akron, Ohio................ 60,000 5 Warehousing
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Akron, Ohio................ 31,000 2 Warehousing
Pomona, California......... 17,700 1 Sales and distribution
Englewood, Colorado........ 9,500 1 Sales and distribution
San Antonio, Texas......... 4,500 1 Sales and distribution
Phoenix, Arizona........... 8,200 1 Sales and distribution
Akron, Ohio................ 8,000 1 Leased to non-affiliated party
Houston, Texas............. 7,900 1 Sales and distribution
Indianapolis, Indiana...... 7,800 2 Sales and distribution
Cincinnati, Ohio........... 7,500 1 Sales and distribution
York, Pennsylvania......... 7,400 3 Sales and distribution
Atlanta, Georgia........... 7,000 1 Sales and distribution
Minneapolis, Minnesota..... 5,500 1 Sales and distribution
Charlotte, North Carolina.. 5,100 1 Sales and distribution
Syracuse, New York......... 4,800 1 Sales and distribution
Franklin Park, Illinois.... 4,400 1 Sales and distribution
MANUFACTURING
Gaillon, France............ 500,000 23 Manufacturing and distribution
Middlefield, Ohio.......... 400,000 24 Manufacturing and distribution
Nykobing, Falster Denmark.. 227,000 68 Manufacturing and distribution
Springfield, Missouri...... 227,000 19 Manufacturing and distribution
Dawson Springs, Kentucky... 209,000 36 Manufacturing and distribution
Wadsworth, Ohio............ 197,000 23 Manufacturing and distribution
Hannibal, Missouri......... 196,000 10 Manufacturing and distribution
Sparks, Nevada............. 185,000 11 Manufacturing and distribution
Bluffton, Indiana.......... 175,000 17 Manufacturing and distribution
Roanoke Rapids, N. Carolina 172,000 20 Manufacturing and distribution
Shelbyville, Kentucky...... 160,000 8 Manufacturing and distribution
Sandusky, Ohio............. 155,000 8 Manufacturing and distribution
Bristol, Indiana........... 139,000 12 Manufacturing and distribution
Akron, Ohio................ 121,000 17 Manufacturing and distribution
Gloucester, England........ 118,000 3 Manufacturing and distribution
Dayton, Ohio............... 85,000 5 Manufacturing and distribution
Palua De Plegamans, Spain.. 85,000 7 Manufacturing and distribution
Prunay, France............. 71,000 4 Manufacturing and distribution
Goddard, Kansas............ 62,000 7 Manufacturing and distribution
Santa Perpetua De Mogoda, 61,000 3 Manufacturing and distribution
Spain......................
Fostoria, Ohio............. 50,000 3 Manufacturing and distribution
Akron, Ohio................ 49,000 6 Manufacturing and distribution
Surrey, B.C., Canada....... 42,000 3 Manufacturing and distribution
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Ontario, California........ 40,000 2 Distribution and warehousing
Mebane, North Carolina..... 30,000 5 Manufacturing and distribution
The following table sets forth by segment certain information with respect to
facilities leased by the Registrant:
APPROXIMATE EXPIRATION DATE
FLOOR SPACE OF LEASE USE
LOCATION (SQUARE -------- ---
-------- --------
FEET)
-----
MANUFACTURING
Cassopolis, Michigan... 210,000 October 31, 2005 Manufacturing and distribution
Orbassano, Italy....... 3,000 December 31, 2001 Sales and distribution
Wielselberg, Austria... 6,000 December 31, 2001 Sales and distribution
Stanton, Harcourt, 12,000 December 31, 2001 Sales and distribution
England................
Maia, Portugal......... 13,000 November 25, 2001 Sales and distribution
Nivelles, Belgium...... 14,000 March 14, 2006 Sales and distribution
Pianezza, Italy........ 17,000 December 31, 2001 Sales and distribution
Milford, Ohio.......... 22,000 August 31, 2001 Sales and distribution
Nanterre Cedex, France. 25,000 April 30, 2008 Administration and sales
Brampton, Ontario,..... 43,000 September 30, 2005 Sales and distribution
Canada.................
Mulheim, Germany....... 54,000 December 31, 2005 Sales and distribution
Droitwich, England..... 73,000 December 31, 2002 Sales and distribution
- ----------
The Registrant also leases distribution facilities in 32 locations
throughout the United States and Canada which, in the aggregate, amount to
approximately 167,000 square feet of warehouse and office space. All of these
locations are used by the distribution of aftermarket repair products and
services segment.
The Registrant believes that all of its properties, machinery and
equipment generally are well maintained and adequate for the purposes for which
they are used.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings other than ordinary
routine litigation incidental to the Registrant's business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year ended December 31, 2000, there were
no matters submitted to a vote of security holders.
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EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is certain information concerning the executive
officers of the Registrant. Executive officers are elected annually by the Board
of Directors and serve at the pleasure of the Board.
YEARS AS
NAME AGE EXECUTIVE OFFICER TITLE
---- --- ----------------- -----
Stephen E. Myers......... 57 28 President and Chief Executive
Officer
Milton I. Wiskind........ 75 29 Senior Vice President and
Secretary
Gregory J. Stodnick...... 58 21 Vice President -- Finance
Jean-Paul Lesage......... 56 1 Vice President
Each executive officer has been principally employed in the capacities
shown or similar ones with the Registrant for over the past five years except
for Mr. Lesage who is employed by Allibert Equipment S.A., a French corporation
acquired by the Company in February 1999. Mr. Lesage became an officer of the
Company on June 30, 2000. Prior to the acquisition Mr. Lesage was employed in a
similar capacity as Director General of Allibert Equipment S.A., a subsidiary of
Sommer Allibert S.A.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's Directors, certain of its executive officers and persons who own
more than ten percent of its Common Stock ("Insiders") to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the American Stock Exchange, Inc., and to furnish the Company with copies of
all such forms they file. The Company understands from the information provided
to it by the Insiders that they adhered to all filing requirements.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the American Stock Exchange
(ticker symbol MYE). The approximate number of record holders at December 31,
2000 was 2,165. High and low stock prices and dividends for the last two years
were:
2000 SALES PRICE DIVIDENDS
---- ----------- ---------
QUARTER ENDED HIGH LOW PAID
------------- ---- --- ----
March 31.................................. 14.55 10.63 .055
June 30................................... 13.01 9.77 .055
September 30.............................. 14.25 10.00 .06
December 31............................... 14.75 9.63 .06
1999 SALES PRICE DIVIDENDS
---- ----------- ---------
QUARTER ENDED HIGH LOW PAID
------------- ---- --- ----
March 31.................................. 25.00 15.70 .045
June 30................................... 20.40 16.43 .045
September 30.............................. 20.66 15.79 .055
December 31............................... 16.54 11.59 .055
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ITEM 6. SELECTED FINANCIAL DATA
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
FIVE-YEAR SUMMARY
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
OPERATIONS FOR THE YEAR
Net sales ..................... $652,659,900 $580,760,740 $392,019,900 $339,625,585 $320,943,771
Cost of sales ................ 435,081,945 367,635,460 256,506,103 232,376,615 219,152,386
Selling ...................... 85,632,525 83,352,607 47,959,466 39,322,295 36,170,478
General and administrative ... 68,675,568 60,265,518 38,181,368 29,613,322 29,720,351
Interest -- net .............. 22,360,255 15,205,809 887,873 247,570 285,290
------------ ------------ ------------ ------------ ------------
611,750,293 526,459,394 343,534,810 301,559,802 285,328,505
------------ ------------ ------------ ------------ ------------
Income before income taxes .... 40,909,607 54,301,346 48,485,090 38,065,783 35,615,266
Income taxes .................. 16,909,000 23,125,000 19,806,000 15,727,000 14,612,000
------------ ------------ ------------ ------------ ------------
Net Income .................... $ 24,000,607 $ 31,176,346 $ 28,679,090 $ 22,338,783 $ 21,003,266
------------ ------------ ------------ ------------ ------------
Net income per share* ......... $ 1.11 $ 1.41 $ 1.29 $ 1.00 $ .93
------------ ------------ ------------ ------------ ------------
FINANCIAL POSITION -- AT YEAR END
Total Assets ................. $624,796,924 $600,409,632 $306,707,788 $224,077,922 $207,121,727
------------ ------------ ------------ ------------ ------------
Current assets ............... 219,307,253 206,990,990 153,650,201 107,426,627 106,309,880
Current liabilities .......... 115,583,184 102,244,419 51,233,510 39,643,522 36,853,013
------------ ------------ ------------ ------------ ------------
Working capital .............. 103,724,069 104,746,571 102,416,691 67,783,105 69,456,867
Other assets ................. 201,291,971 203,923,134 43,614,594 26,100,386 20,151,914
Property, plant and ........ 204,197,700 189,495,508 109,442,993 90,550,909 80,659,933
Less:
Long-term debt ............ 284,273,097 280,103,906 48,832,240 4,261,257 4,569,396
Deferred income taxes ..... 11,037,935 10,314,490 3,953,185 3,496,196 3,254,327
------------ ------------ ------------ ------------ ------------
SHAREHOLDERS' EQUITY ............ $213,902,708 $207,746,817 $202,688,853 $176,676,947 $162,444,991
------------ ------------ ------------ ------------ ------------
COMMON SHARES OUTSTANDING ....... 21,590,012 21,986,191 22,189,054 22,117,464 22,433,378
------------ ------------ ------------ ------------ ------------
BOOK VALUE PER COMMON SHARE* .... $ 9.91 $ 9.45 $ 9.13 $ 7.99 $ 7.24
------------ ------------ ------------ ------------ ------------
OTHER DATA
Dividends paid ............... $ 4,969,876 $ 4,626,471 $ 4,027,721 $ 3,529,921 $ 3,049,642
Dividends paid per
Common Share* .............. 0.22 0.20 0.18 0.16 0.14
------------ ------------ ------------ ------------ ------------
Average Common Shares
Outstanding during the year* .... 21,693,244 22,183,612 22,148,810 22,346,711 22,529,206
============ ============ ============ ============ ============
*Adjusted for the ten percent stock dividends paid in August, 2000,
August, 1999 and August, 1997.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
2000 RESULTS OF OPERATIONS
Net sales for the year ended December 31, 2000, increased $71.9
million, or 12 percent to a record $652.7 million. Excluding contributions from
acquisitions, total net sales would have increased 3 percent. Sales in the
distribution segment decreased 2 percent for the year as sales of capital
equipment, the more cyclical part of the distribution segment, continued to be
weak. In the manufacturing segment, sales increased 18 percent over the
comparable 12 months. Excluding acquisitions, sales in the manufacturing segment
increased 5 percent for the year. The translation effect of the euro reduced
total sales and manufacturing segment sales by $20.0 million for the year.
Without the translation effect and excluding acquisitions, both total sales and
manufacturing segment sales would have increased 6 percent for the year.
Cost of sales increased $67.4 million, or 18 percent, reflecting the
higher sales levels and increased cost of raw materials, mainly plastic resins,
which reduced gross profit as a percentage of sales from 36.7 percent in 1999 to
33.3 percent in 2000.
Total operating expenses increased $10.7 million, or 7 percent, to
$154.3 million. Expressed as a percentage of sales, operating expenses were 23.6
percent in 2000 and 24.7 percent in 1999. This improvement reflects the
integration of the various acquisitions made during the past two years.
Net interest expense increased $7.2 million to $22.4 million for the
year. This increase reflects the higher average borrowing levels resulting from
acquisitons combined with slightly higher rates.
Income taxes as a percent of sales was 41.3 percent for 2000 compared
to 42.6 percent in the prior year. This decrease is attributable to foreign tax
rate differences.
1999 RESULTS OF OPERATIONS
Net sales for the year ended December 31, 1999, increased $188.7
million or 48 percent to a record $580.8 million. Sales in the Manufacturing
segment increased $188.2 million or 77 percent primarily due to the impact of
acquired companies. Excluding acquisitions, sales in the Manufacturing segment
increased 6 percent primarily as a result of higher unit volumes. Sales in the
Distribution segment for 1999 were essentially unchanged from the prior year. On
a pro-forma basis, reflecting the acquired businesses as if they had been
included for the full fiscal years 1999 and 1998, total sales were up 7 percent
in the current year.
Cost of sales increased $111.1 million or 43 percent reflecting the
higher sales levels; however, gross profit as a percentage of sales increased to
36.7 percent from 34.6 percent in the prior year as the Company experienced
improvements in both of its business segments. In the Manufacturing segment, the
impact of acquired companies and greater utilization of plant capacity provided
the improvements that offset higher raw material costs. In the Distribution
segment, margins improved as a result of increased sales on higher margin
supplies versus equipment.
Total operating expenses increased $57.5 million or 67 percent to
$143.6 million for the year ended December 31, 1999. This increase is the result
of higher selling costs associated with the increase in sales combined with the
impact of acquired companies. Expressed as a percentage of sales, operating
expenses were 24.7 percent in 1999 compares with 22.0 percent in the prior year.
This reduction in operating expense leverage is primarily due to the different
operating expense structure of Allibert Equipement acquired during the current
year.
Net interest expense increased $14.3 million to $15.2 million for the
year ended December 31, 1999. This increase reflects the substantially higher
borrowing levels resulting from business acquisitions combined with slightly
higher rates.
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Income taxes as a percent of income before taxes was 42.6 percent for
1999 compared to 40.8 percent in the prior year. The higher effective tax rate
is attributable to an increase in non-deductible amortization expense combined
with foreign tax rate differences.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
In 2000, the Company generated cash from operating activities of $67.3
million. Investments in property, plant and equipment were $43.6 million, and
additional funds of $18.2 million were used to make business acquisitions. As a
result of this activity, long-term debt increased $4.2 million and debt as a
percentage of total capitalization stayed constant at 58 percent. At December
31, 2000, the Company had working capital of $103.7 million and a current ratio
of 1.9 to 1.
At December 31, 2000, available borrowing under the Company's revolving
credit facility was approximately $26 million. In addition, there is an
uncommitted $25 million springing facility. During the next five years
management anticipates on-going capital expenditures in the range of $30 to $35
million annually. Cash flows from operations and funds available under existing
credit facilities will provide the Company's primary source of future financing.
Management believes that it has sufficient financial resources to meet
anticipated business requirements in the foreseeable future, including capital
expenditures, dividends, working capital and debt service.
FORWARD LOOKING INFORMATION
Statements contained in this report concerning the Company's goals,
strategies, and expectations for business and financial results may be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and are based on current indicators and
expectations. These statements involve a number of risks and uncertainties that
could cause actual results to differ materially from those expressed or implied
in the applicable statements. Such risks include, but are not limited to,
fluctuations in product demand, market acceptance, general economic conditions
in domestic and international markets, competition, difficulties in
manufacturing operations, raw material availability, and others.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and accompanying notes and the reports of
management and independent accountants follow Item 9 of this Report.
12
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
SUMMARIZED QUARTERLY RESULTS OF OPERATIONS
(UNAUDITED) THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA
QUARTER ENDED 2000 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL
------------------ -------- ------- -------- ------- -----
NET SALES................ $161,586 $166,235 $153,548 $171,291 $652,660
GROSS PROFIT............. 56,954 57,135 47,815 55,674 217,578
NET INCOME............... 8,332 8,059 3,150 4,460 24,001
PER SHARE................ .38 .37 .15 .21 1.11
QUARTER ENDED 1999 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL
------------------ -------- ------- -------- ------- -----
NET SALES................ $126,746 $147,643 $139,769 $166,603 $580,761
GROSS PROFIT............. 47,227 54,151 48,255 63,492 213,125
NET INCOME............... 8,268 9,167 3,966 9,775 31,176
PER SHARE................ .37 .42 .18 .44 1.41
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited the accompanying statements of consolidated financial
position of Myers Industries, Inc. (an Ohio Corporation) and Subsidiaries as of
December 31, 2000 and 1999, and the related statements of consolidated income,
shareholders' equity and comprehensive income and cash flows for each of the
three years in the period ended December 31, 2000. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Myers Industries,
Inc. and Subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Cleveland, Ohio,
February 8, 2001
13
16
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Statements Of Consolidated Income
For The Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
---- ---- ----
Net sales ...................................................... $ 652,659,900 $ 580,760,740 $ 392,019,900
Cost of sales .................................................. 435,081,945 367,635,460 256,506,103
------------- ------------- -------------
Gross profit ................................................. 217,577,955 213,125,280 135,513,797
------------- ------------- -------------
Operating expenses
Selling ...................................................... 85,632,525 83,352,607 47,959,466
General and administrative ................................... 68,675,568 60,265,518 38,181,368
------------- ------------- -------------
154,308,093 143,618,125 86,140,834
------------- ------------- -------------
Operating income .......................................... 63,269,862 69,507,155 49,372,963
------------- ------------- -------------
Interest
Income ....................................................... (972,248) (753,648) (1,515,186)
Expense ...................................................... 23,332,503 15,959,457 2,403,059
------------- ------------- -------------
22,360,255 15,205,809 887,873
------------- ------------- -------------
Income before income taxes ..................................... 40,909,607 54,301,346 48,485,090
Income taxes ................................................... 16,909,000 23,125,000 19,806,000
------------- ------------- -------------
Net income ..................................................... $ 24,000,607 $ 31,176,346 $ 28,679,090
------------- ------------- -------------
Net income per share ........................................... $ 1.11 $ 1.41 $ 1.29
============= ============= =============
The accompanying notes are an integral part of these statements.
14
17
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Statements Of Consolidated Financial Position
As Of December 31, 2000 and 1999
2000 1999
------------- -------------
ASSETS
CURRENT ASSETS
Cash and temporary cash investments ......................................... $ 2,177,983 $ 1,094,300
Accounts receivable -- less allowances of $3,644,000 and $3,810,000
respectively.............................................................. 125,921,325 115,754,304
Inventories
Finished and in-process products ......................................... 66,143,998 65,145,885
Raw materials and supplies ............................................... 22,660,460 19,275,065
------------- -------------
88,804,458 84,420,950
Prepaid expenses ............................................................ 2,403,487 5,721,436
------------- -------------
TOTAL CURRENT ASSETS .......................................................... 219,307,253 206,990,990
OTHER ASSETS
Excess of cost over fair value of net assets of companies acquired .......... 194,205,707 196,694,408
Patents and other intangible assets ......................................... 2,955,593 2,725,345
Other ....................................................................... 4,130,671 4,503,381
------------- -------------
201,291,971 203,923,134
PROPERTY, PLANT AND EQUIPMENT, AT COST
Land ........................................................................ 7,365,005 6,841,222
Buildings and leasehold improvements ........................................ 73,988,070 62,982,807
Machinery and equipment ..................................................... 267,938,360 238,240,041
------------- -------------
349,291,435 308,064,070
Less allowances for depreciation and amortization ........................... 145,093,735 118,568,562
------------- -------------
204,197,700 189,495,508
------------- -------------
$ 624,796,924 $ 600,409,632
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable ............................................................ $ 49,964,169 $ 39,620,814
Accrued expenses
Employee compensation and related items .................................. 25,516,152 26,963,274
Taxes, other than income taxes ........................................... 2,481,602 2,086,045
Income taxes ............................................................. 51,814 1,326,344
Accrued interest ......................................................... 2,834,366 1,180,638
Other .................................................................... 18,842,080 18,593,223
Current portion of long-term debt ........................................... 15,893,001 12,474,081
------------- -------------
TOTAL CURRENT LIABILITIES ..................................................... 115,583,184 102,244,419
LONG-TERM DEBT, LESS CURRENT PORTION .......................................... 284,273,097 280,103,906
DEFERRED INCOME TAXES ......................................................... 11,037,935 10,314,490
SHAREHOLDERS' EQUITY
Serial Preferred Shares (authorized 1,000,000 shares) ....................... -0- -0-
Common Shares, without par value (authorized 60,000,000 shares; outstanding
21,590,012 and 21,986,191 shares, respectively)........................... 13,234,830 12,256,209
Additional paid-in capital .................................................. 189,779,843 169,508,024
Accumulated other comprehensive income ...................................... (27,149,716) (19,013,675)
Retained income ............................................................. 38,037,751 44,996,259
------------- -------------
213,902,708 207,746,817
------------- -------------
$ 624,796,924 $ 600,409,632
============= =============
The accompanying notes are an integral part of these statements.
15
18
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Statements Of Consolidated Shareholders' Equity
and Comprehensive Income
For The Years Ended December 31, 2000, 1999 and 1998
COMMON SHARES
------------- ACCUMULATED
ADDITIONAL OTHER
PAID-IN COMPREHENSIVE RETAINED COMPREHENSIVE
NUMBER AMOUNT CAPITAL INCOME INCOME INCOME
------ ------ ------- ------ ------ ------
BALANCE AT JANUARY 1, 1998 18,278,895 $ 11,573,496 $ 133,359,303 ($ 484,820) $ 32,228,968 $ -0-
============= ============= ============= ============= ============= =============
Additions
Net income -0- -0- -0- -0- 28,679,090 28,679,090
Sales under option plans 37,144 23,608 450,602 -0- -0- -0-
Employees stock purchase plan 18,210 11,519 373,295 -0- -0- -0-
Dividend reinvestment plan 8,812 5,573 176,809 -0- -0- -0-
Foreign currency translation -0- -0- -0- 401,818 -0- 401,818
Deductions
Purchases for treasury (5,000) (3,200) (79,487) -0- -0- -0-
Dividends - $.18 per share -0- -0- -0- -0- (4,027,721) -0-
------------- ------------- ------------- ------------- ------------- -------------
BALANCE AT DECEMBER 31, 1998 18,338,061 $ 11,610,996 $ 134,280,522 ($ 83,002) $ 56,880,337 $ 29,080,908
============= ============= ============= ============= ============= =============
Additions
Net income -0- -0- -0- -0- 31,176,346 31,176,346
Sales under option plans 75,221 42,820 744,713 -0- -0- -0-
Employees stock purchase plan 22,986 14,381 470,531 -0- -0- -0-
Dividend reinvestment plan 9,173 5,778 194,751 -0- -0- -0-
Deductions
Purchases for treasury (297,800) (576,843) (3,443,338) -0- -0- -0-
Dividends - $.20 per share -0- -0- -0- -0- (4,626,471) -0-
10% stock dividend 1,839,805 1,159,077 37,260,845 -0- (38,433,953) -0-
Foreign currency translation -0- -0- -0- (18,930,673) -0- (18,930,673)
------------- ------------- ------------- ------------- ------------- -------------
BALANCE AT DECEMBER 31, 1999 19,987,446 $ 12,256,209 $ 169,508,024 ($ 19,013,675) $ 44,996,259 $ 12,245,673
============= ============= ============= ============= ============= =============
Additions
Net income -0- -0- -0- -0- 24,000,607 24,000,607
Sales under option plans 14,796 9,134 135,970 -0- -0- -0-
Employees stock purchase plan 42,605 25,988 458,816 -0- -0- -0-
Dividend reinvestment plan 13,033 7,949 164,223 -0- -0- -0-
Deductions
Purchases for treasury (428,800) (260,620) (5,271,582) -0- -0- -0-
Dividends - $.22 per share -0- -0- -0- -0- (4,969,876) -0-
10% stock dividend 1,960,932 1,196,170 24,784,392 -0- (25,989,239) -0-
Foreign currency translation -0- -0- -0- (8,136,041) -0- (8,136,041)
------------- ------------- ------------- ------------- ------------- -------------
BALANCE AT DECEMBER 31, 2000 21,590,012 $ 13,234,830 $ 189,779,843 ($ 27,149,716) $ 38,037,751 $ 15,864,566
============= ============= ============= ============= ============= =============
The accompanying notes are an integral part of these statements.
16
19
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
2000 1999 1998
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ......................................... $ 24,000,607 $ 31,176,346 $ 28,679,090
Items not affecting use of cash
Depreciation .................................... 33,075,562 30,331,491 15,803,285
Amortization of excess of cost over fair value
of net assets of companies acquired ........... 8,949,361 7,016,458 1,261,245
Amortization of other intangible assets ......... 802,606 194,525 453,319
Deferred income taxes ........................... 964,870 3,539,481 68,567
Cash flow provided by (used for) working capital
Accounts receivable ............................. (11,646,970) (7,217,304) (796,995)
Inventories ..................................... (3,079,902) (7,665,075) (5,138,339)
Prepaid expenses ................................ 3,292,023 (129,850) 794,952
Accounts payable and accrued expenses ........... 10,978,852 197,663 1,128,406
------------- ------------- -------------
Net cash provided by operating activities ....... 67,337,009 57,443,735 42,253,530
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of business, net of cash acquired ...... (17,529,677) (213,630,987) (30,141,171)
Additions to property, plant and equipment .........
Net ................................................ (43,606,144) (27,526,755) (19,401,795)
Other .............................................. 42,204 (287,444) 373,521
------------- ------------- -------------
Net cash used for investing activities .......... (61,093,617) (241,445,186) (49,169,445)
CASH FLOWS FROM FINANCING ACTIVITIES
Long-term debt proceeds ............................ -0- 75,000,000 -0-
Repayment of long-term debt ........................ (8,000,000) (4,041,065) -0-
Net borrowing (repayments) - of credit facility .... 12,540,289 86,493,075 38,519,342
Cash dividends paid ................................ (4,969,876) (4,626,471) (4,027,721)
Proceeds from issuance of common stock ............. 802,080 1,458,242 1,041,406
Repurchase of common stock ......................... (5,532,202) (4,020,181) (82,687)
------------- ------------- -------------
Net cash provided by (used for) financing activities (5,159,709) 150,263,600 35,450,340
------------- ------------- -------------
INCREASE (DECREASE) IN CASH AND TEMPORARY CASH
INVESTMENTS ........................................ 1,083,683 (33,737,851) 28,534,425
CASH AND TEMPORARY CASH INVESTMENTS
January 1 .......................................... 1,094,300 34,832,151 6,297,726
------------- ------------- -------------
CASH AND TEMPORARY CASH INVESTMENTS
December 31 ........................................ $ 2,177,983 $ 1,094,300 $ 34,832,151
============= ============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for
Interest ........................................ $ 21,370,386 $ 14,360,716 $ 2,151,885
Income taxes .................................... 17,558,167 27,731,272 20,154,032
The accompanying notes are an integral part of these statements.
17
20
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Myers
Industries, Inc. and all wholly owned subsidiaries (Company). Significant
intercompany accounts and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures at the
date of the financial statements and the reported amount of revenues and
expenses during the reported period. Actual results could differ from those
estimates.
TRANSLATION OF FOREIGN CURRENCIES
All balance sheet accounts of consolidated foreign subsidiaries are
translated at the current exchange rate as of the end of the accounting period
and income statement items are translated at an average currency exchange rate.
The resulting translation adjustment is recorded as a separate component of
shareholders' equity and other comprehensive income.
FINANCIAL INSTRUMENTS
Temporary cash investments, all of which have an original maturity of
ninety days or less, are considered cash equivalents. Other financial
instruments, consisting of trade and notes receivable, accounts payable, and
long-term debt, are considered to have a fair value which approximates carrying
value at December 31, 2000.
INVENTORIES
Inventories are stated at the lower of cost or market. For
approximately 50 percent of its inventories, the Company uses the last-in,
first-out (LIFO) method of determining cost. All other inventories are valued at
the first-in, first-out (FIFO) method of determining cost.
If the FIFO method of inventory cost valuation had been used
exclusively by the Company, inventories would have been $4,756,000, $3,779,000,
and $4,716,000 higher than reported at December 31, 2000, 1999 and 1998,
respectively.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost less accumulated
depreciation and amortization. The Company provides for depreciation and
amortization on the basis of annual rates expected to amortize the cost of such
assets over their estimated useful lives by the straight-line method.
REVENUE RECOGNITION
The Company recognizes revenue from sales when goods are shipped.
INCOME TAXES
Deferred income taxes are provided to recognize the timing differences
between financial statement and income tax reporting, principally for
depreciation and certain valuation allowances. Deferred taxes are not provided
on the unremitted earnings of foreign subsidiaries as the Company's intention is
to permanently reinvest these earnings in the operations of these subsidiaries.
If these earnings would be remitted in future years, the taxes due after
considering available foreign tax credits would not be material.
18
21
EXCESS OF COST OVER FAIR VALUE OF NET ASSETS OF COMPANIES ACQUIRED
This asset represents the excess of cost over the fair value of net
assets of companies acquired and is being amortized on a straight-line basis
over periods ranging from 15 to 40 years. Accumulated amortization at December
31, 2000 and 1999 was $21,483,000 and $12,533,000, respectively. Management,
which regularly evaluates the potential impairment of goodwill and long-lived
assets, considering primarily such factors as current and historical
profitability along with discounted cash flows, believes that these assets are
realizable and the amortization periods are still appropriate.
RESEARCH AND DEVELOPMENT
Research, engineering, testing and product development costs are
charged to current operations as incurred.
NET INCOME PER SHARE
Basic net income per share, as shown on the Statements of Consolidated
Income, is determined on the basis of the weighted average number of common
shares outstanding during the year, and for all periods shown basic and diluted
earnings per share are identical. During the years ended December 31, 2000 and
1999, the Company paid a ten percent stock dividend. All per share data has been
adjusted for the stock dividends.
STATEMENT OF FINANCIAL ACCOUNTING STANDARD NO. 133
In June 1998, the Financial Accounting Standards Board issued statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
effective for fiscal periods beginning after June 15, 2000. It establishes
accounting and reporting standards for derivative instruments, including
derivative instruments that are imbedded in other contracts and for hedging
activities. The Company does not believe adoption of the new standard will have
a material impact on financial condition or results of operations.
ACQUISITIONS
In October, 2000, the Company acquired R.B. Manufacturing Company (RB),
a Sandusky, Ohio manufacturer of material handling carts and Best Plastics, Inc.
(BEST) a Cassopolis, Michigan manufacturer of thermoformed and rotational molded
plastic products. Total cost of the acquisitions was approximately $18.2 million
and both acquisitions have been accounted for under the purchase method of
accounting. The excess of purchase price over the fair value of assets acquired
was approximately $12.4 million which is being amortized of a straight line
basis over 30 years. Consolidated pro-forma sales, income and earning per share,
adjusted to reflect the acquisitions of RB and Best, would not be materially
different from the reported amounts for fiscal years 2000 or 1999.
On February 4, 1999, the Company acquired all of the shares of the
entities comprising Allibert Equipement, the material handling division of
Sommer Allibert S.A., and acquired Allibert-Contico, LLC, a joint venture
between Sommer Allibert S.A. and Contico International, Inc. for a total
purchase price of approximately $150 million. The acquired businesses have five
manufacturing facilities in Europe and one in North America and had 1998 annual
sales of approximately $145 million.
19
22
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
In August 1999, the Company acquired substantially all of the assets of
Dillen Products Companies (Dillen) of Middlefield, Ohio, for approximately $54
million and all of the outstanding shares of Listo Products, Ltd. (Listo) of
Canada for approximately $15 million. The Dillen and Listo purchase agreements
provide for payment of additional consideration contingent upon future earnings
of the acquired businesses. Dillen and Listo are leading manufacturers of
plastic planters including pots, trays, saucers, and decorative planters for
customers including greenhouses and nurseries as well as retail garden centers
and mass merchandisers. In fiscal 1998, Dillen and Listo had sales of
approximately $40 million and $12 million, respectively.
The acquisitions have been accounted for under the purchase method of
accounting and, accordingly, the results of operations have been included in the
Company"s consolidated financial statements since the dates of acquisition, and
the acquisition costs have been allocated to the assets acquired and liabilities
assumed based upon their estimated fair values. The excess of purchase price
over fair value of net assets acquired of approximately $166 million is being
amortized over lives of 15 to 40 years.
The following unaudited pro-forma information presents a summary of
consolidated results of operations of the Company and the acquired businesses as
if the acquisitions had occurred January 1, 1999:
(In thousands, except per share) 1999
----
Net Sales $625,407
Net Income 31,759
Net Income Per Share 1.30
These unaudited pro-forma results have been prepared for comparative
purposes only and may not be indicative of results of operations which actually
would have resulted had the combination been in effect on January 1, 1999, or of
future results.
LONG-TERM DEBT AND CREDIT AGREEMENTS
Long-term debt at December 31, 2000 and 1999, consisted of the following:
2000 1999
---- ----
Revolving credit agreement $214,461,680 $201,398,666
Term loan 65,500,000 73,500,000
Industrial revenue bonds 4,000,000 4,000,000
Other 16,204,418 13,679,321
---------- ----------
300,166,098 292,577,987
Less Current Portion 15,893,001 12,474,081
---------- ----------
$284,273,097 $280,103,906
============ ============
The Company has a Multi-Currency Loan Agreement with a group of banks
which provides for a $75 million term loan facility and a revolving credit
facility in five currencies, approximating $240 million (US). In addition, there
is an uncommitted $25 million springing facility. Amounts available under the
revolving credit facility are 185 million US dollars, 30 million euros, 22
million Canadian dollars, 63 million Danish kroners, and three million pound
sterling. At December 31, 2000, the amount borrowed was $65.5 million under the
term loan, and 170 million US dollars, 28 million euros, 18 million Canadian
dollars, and 30 million Danish kroners under the revolving credit facility.
The borrowing under this facility was used to retire the prior
revolving credit agreement, fund acquisitions, and for general corporate
purposes. Interest is based upon LIBOR for US dollars and similar bases for the
other currencies plus an applicable margin that varies depending on the
Company's ratio of total debt to earnings before interest, taxes, depreciation
and amortization (EBITDA). The current average interest rate on the outstanding
advances at December 31, 2000, is 7.36 percent. In addition, the Company pays a
quarterly facility fee at a rate dependent on the EBITDA ratio, and is currently
30 basis points. The Multi-Currency Loan Agreement expires in February 2005.
20
23
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The Credit Agreement contains the customary covenants which include
among other things, the maintenance of certain financial ratios regarding
leverage, net worth, interest coverage, and capital expenditures. In addition,
the facility restricts debt outside the facility to $35 million. At December 31,
2000, the Company had $20.2 million borrowed against this limit consisting of
industrial revenue bonds, certain indebtedness of acquired companies, and
in-country credit facilities for the Company"s international operations. The
weighted average interest rate on these amounts outstanding is 6.77%.
Maturities of long-term debt for the five years ending December 31,
2005, are: $16,000,000 in 2001; $13,000,000 in 2002; $17,000,000 in 2003;
$26,000,000 in 2004; and $216,000,000 in 2005.
LEASES
The Company and certain of its subsidiaries are committed under
non-cancelable operating leases involving certain facilities and equipment.
Aggregate rental expense for all leased assets was $5,416,000, $4,436,000 and
$2,845,000 for the years ended December 31, 2000, 1999 and 1998, respectively.
Future minimum rental commitments for the next five years are as
follows:
YEAR ENDED DECEMBER 31, COMMITMENT
----------------------- ----------
2001 $7,876,000
2002 6,503,000
2003 5,338,000
2004 4,297,000
2005 3,708,000
RETIREMENT PLANS
The Company and certain of its subsidiaries have pension and profit
sharing plans covering substantially all of their employees. Two plans are
defined benefit plans with benefits primarily based upon a fixed amount for each
year of service. It is the Company's policy to fund pension costs accrued, which
are at least equal to the minimum required contribution as defined by the
Employee Retirement Income Security Act of 1974.
21
24
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
For the Company's existing defined benefit plans, the reconciliation of
benefit obligations are as follows:
2000 1999 1998
---- ---- ----
Benefit obligation at beginning of year $3,444,466 $3,475,325 $3,058,193
Service Cost 131,294 147,496 138,064
Interest Cost 259,886 245,145 223,907
Plan amendments 204,084 120,577 -0-
Actuarial loss (gain) 94,742 (379,828) 195,624
Benefits paid (153,784) (164,249) (140,463)
---------- ---------- ----------
Benefit obligation at end of year $3,980,688 $3,444,466 $3,475,325
---------- ---------- ----------
The following table reflects the change in fair value of plan assets:
2000 1999 1998
---- ---- ----
Fair value of plan assets at $4,236,512 $3,901,959 $3,581,525
beginning of year
Actual return on plan assets (358,045) 523,851 402,854
Company contribution 46,618 -0- 77,116
Expenses paid (26,890) (25,049) (19,073)
Benefits paid (153,784) (164,249) (140,463)
---------- ---------- ----------
Fair value of plan assets at end of year $3,744,411 $4,236,512 $3,901,959
---------- ---------- ----------
The following table reflects the funded status of the plans at December 31, 2000
and 1999:
2000 1999
---- ----
Funded Status ($236,277) $792,046
Unrecognized net (asset) obligation (3,362) 3,135
Unrecognized prior service cost 447,253 270,994
Unrecognized net (gain) (172,512) (1,027,702)
--------- -----------
Prepaid benefit cost $35,102 $38,473
--------- -----------
Assumptions used for these plans were as follows: discount rate, 7.5
percent; rate of return on plan assets, 8.0 percent. Future benefit increases
were not considered as there is no substantive commitment to increase benefits.
A profit sharing plan is maintained for the Company's U.S. based
employees, not covered under defined benefit plans, who have met eligibility
service requirements. The amount to be contributed by the Company under the
profit sharing plan is determined at the discretion of the Board of Directors.
During 1997, the Company established a Supplemental Executive Retirement Plan
(SERP) which provides participating senior executives with retirement benefits
in addition to amounts payable under the profit sharing plan. The SERP is
unfunded apart from the general assets of the Company.
The aggregate cost of all retirement and profit sharing plans reflected
in the accompanying statements of consolidated income is $2,197,000, $1,744,000
and $1,841,000 for the years 2000, 1999 and 1998, respectively.
22
25
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
INCOME TAXES
The effective tax rate was 41.3% in 2000, 42.6% in 1999 and 40.8% in
1998. A reconciliation of the Federal statutory income tax rate to the Company's
effective tax rate is as follows:
Percent of Pre-Tax Income
-------------------------
2000 1999 1998
---- ---- ----
Statutory Federal income tax rate 35.0% 35.0% 35.0%
State income taxes - net of 4.2 4.2 5.0
Federal tax benefit
Foreign tax rate differential (0.5) 2.1 0.2
Effect of non-deductible 1.3 0.7 0.5
depreciation and amortization
Other 1.3 0.6 0.1
---- ---- ----
Effective tax rate for the year 41.3% 42.6% 40.8%
---- ---- ----
Income taxes consisted of the following:
(Dollars in thousands)
2000 1999 1998
---- ---- ----
Current Deferred Current Deferred Current Deferred
-------- -------- -------- -------- -------- --------
Federal $ 12,152 $ 671 $ 13,052 $ 3,250 $ 15,492 $ 733
Foreign 1,457 (12) 3,190 9 665 (824)
State and Local 2,325 316 3,343 281 3,581 159
-------- -------- -------- -------- -------- --------
$ 15,934 $ 975 $ 19,585 $ 3,540 $ 19,738 $ 68
-------- -------- -------- -------- -------- --------
Significant components of the Company's deferred tax liabilities as of
December 31, 2000 and 1999 are as follows:
(Dollars in thousands) 2000 1999
---- ----
Deferred income tax liabilities
Property, plant and equipment $17,332 $14,894
Employee benefit trust 354 395
Other 969 666
------- -------
18,655 15,955
Deferred income tax assets
Compensation 2,945 2,474
Inventory valuation 1,129 866
Allowance for uncollectible accounts 733 758
Non-deductible accruals 2,810 1,543
------- -------
7,617 5,641
------- -------
Net deferred income tax liability $11,038 $10,314
------- -------
STOCK OPTIONS
In 1999, the Company and its shareholders adopted the 1999 Stock Option
Plan allowing key employees to purchase Common Stock of the Company at the
market price on the date of grant.
23
26
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The plan provides that stock options expire five years from date of grant and
are exercisable up to 20 percent of the shares granted each year. The activity
listed below covers the 1999 Stock Plan, the 1997 Incentive Stock Plan, and the
1992 Stock Option Plan.
Stock options granted during the past three years were as follows:
during 2000, 11,000 shares at prices from $11.25 to $12.50, during 1999, 244,338
shares at prices from $12.05 to $19.11; during 1998, 265,968 shares at prices
from $13.74 to $21.70.
Stock options exercised during the past three years were as follows:
during 2000, 22,209 shares at prices from $9.81 to $11.17; during 1999, 101,386
shares at prices from $9.73 to $14.21; during 1998, 51,802 shares at prices from
$9.73 to $14.21.
At December 31, 2000, 1999 and 1998 there were outstanding options for
the purchase of 748,675, 776,408, and 651,392 shares respectively, at prices
ranging from $11.25 to $21.70 per share in 2000 and $9.81 to $21.70 per share in
1999 and $9.73 to $21.70 in 1998.
At December 31, 2000 and 1999, there were options for 472,675 and
305,993 shares, respectively that were exercisable.
The Company accounts for stock options under APB Opinion No. 25 and,
therefore, does not recognize employee compensation for options granted using
the fair value method set forth in the FASB Statement No.123 Accounting for
Stock-Based Compensation. If the Company had followed FASB 123 rather that APB
25, net income and earnings per share would not have been materially different
than the reported amounts for 2000, 1999 or 1998.
INDUSTRY SEGMENTS
In 1999, the Company adopted FASB Statement No. 131, Disclosures about
Segments of an Enterprise and Related Information.
The Company's business units have separate management teams and offer
different products and services. Using the criteria of FASB No.131, these
business units have been aggregated into two reportable segments; Distribution
of aftermarket 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 gross
margin and the impact of economic conditions on long-term financial
performance).
The Company's distribution segment is engaged in the distribution of
equipment, tools and supplies used for tire servicing and automotive underbody
repair. The distribution segment operates domestically through 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'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 in Europe.
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. The identifiable assets of each segment
include: accounts receivable, inventory, net fixed assets, excess of cost over
fair value of net assets acquired, patents and other intangible assets.
Corporate assets are principally land, buildings, computer equipment, cash and
temporary cash investments.
Total sales from foreign business units and export were approximately
$194.2 million, $173.8 million and $61.3 million for the years 2000, 1999 and
1998, respectively. There are no individual foreign countries for which sales
are material. Long-lived assets in foreign countries consist primarily of
property, plant, equipment and excess of cost over fair value of net assets
acquired were approximately $124.4 million at December 31, 2000, $135.2 at
December 31, 1999 and $13.4 million at December 31, 1998. No single customer
accounts for 10 percent or more of total company net sales or the net sales of
either business segment.
24
27
2000 1999 1998
-------- -------- --------
(DOLLARS IN THOUSANDS)
NET SALES
Distribution of aftermarket repair products and
services......................................... $158,151 $161,827 $161,737
Manufacturing of polymer products................... 508,070 432,462 244,244
Intra-segment elimination........................... (13,561) (13,528) (13,961)
-------- -------- --------
$652,660 $580,761 $392,020
======== ======== ========
INCOME BEFORE INCOME TAXES
Distribution of aftermarket repair products and
Services......................................... $15,431 $17,580 $16,043
Manufacturing of polymer products................... 56,562 60,742 40,062
Corporate........................................... (8,723) (8,815) (6,732)
Interest expense-net................................ (22,360) (15,206) (888)
-------- -------- --------
$40,910 $54,301 $48,485
======== ======== ========
IDENTIFIABLE ASSETS
Distribution of aftermarket repair products and
Services......................................... $57,136 $61,726 $59,883
Manufacturing of polymer products................... 566,330 537,722 211,672
Corporate........................................... 2,787 3,561 40,543
Intra-segment elimination........................... (1,456) (2,599) (5,390)
-------- -------- --------
$624,797 $600,410 $306,708
======== ======== ========
CAPITAL ADDITIONS, NET
Distribution of aftermarket repair products and
Services......................................... $344 $384 $234
Manufacturing of polymer products................... 42,787 26,728 18,943
Corporate........................................... 475 415 225
-------- -------- --------
$43,606 $27,527 $19,402
======== ======== ========
DEPRECIATION/AMORTIZATION
Distribution of aftermarket repair products and
Services......................................... $496 $399 $493
Manufacturing of polymer products................... 31,965 29,212 15,006
Corporate........................................... 615 720 304
-------- -------- --------
$33,076 $30,331 $15,803
======== ======== ========
MYERS INDUSTRIES, INC.
Employee Stock Purchase Plan
Contents
Report of Independent Public Accountants for the Myers Industries, Inc. Employee
Stock Purchase Plan
Financial Statements for the Myers Industries, Inc. Employee Stock Purchase
Plan:
(1) Statements of Assets Available for Plan Benefits as of
December 31, 2000 and 1999; and
(2) Statements of Changes in Assets Available for Plan Benefits
for the Years Ended December 31, 2000, 1999 and 1998.
Notes to Financial Statements for the Myers Industries, Inc. Employee Stock
Purchase Plan
25
28
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Myers Industries, Inc. Employee
Stock Purchase Plan Administrator:
We have audited the accompanying statements of assets available for
plan benefits of the Myers Industries, Inc. Employee Stock Purchase Plan as of
December 31, 2000 and 1999, and the related statements of changes in assets
available for plan benefits for each of the three years in the period ended
December 31, 2000. These financial statements are the responsibility of the Plan
Administrator. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the assets available for plan benefits of the
Myers Industries, Inc. Employee Stock Purchase Plan as of December 31, 2000 and
1999, and the changes in its assets available for plan benefits for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Cleveland, Ohio,
February 8, 2001
26
29
MYERS INDUSTRIES, INC.
Employee Stock Purchase Plan
Statements Of Assets Available For Plan Benefits
December 31, 2000 and 1999
2000 1999
---- ----
Receivable from Trustee..................................... $103,928 $135,691
(Myers Industries, Inc.)
Statements Of Changes In Assets Available For Plan Benefits
For The Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
---- ---- ----
Contributions:
Participants' contributions beginning of period . $ 135,691 $ 108,088 $ 84,839
Participants' contributions during the period ... 443,391 463,903 365,794
--------- --------- ---------
Assets Available for Stock Purchases ............ 579,082 571,991 450,633
Less:
Assets Used for Stock Purchases ................. (475,154) (436,300) (342,545)
--------- --------- ---------
Assets Available for Plan Benefits at End of
Period ....................................... $ 103,928 $ 135,691 $ 108,088
========= ========= =========
See the accompanying notes to financial statements.
27
30
MYERS INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
1. DESCRIPTION OF PLAN
The following description of the Myers Industries, Inc. Employee Stock
Purchase Plan ("Stock Plan") provides only general information. Participants
should refer to the Plan Agreement and Prospectus for the Stock Plan for a more
complete description of the Plan's provisions.
(a) GENERAL. The shareholders of the Company approved the adoption of a
nonqualified and a qualified Employee Stock Purchase Plan. The Stock Plan is
designed to encourage, facilitate and provide employees with an opportunity to
share in the favorable performance of the Company through ownership of the
Company's Common Stock. The total number of shares of the Common Stock which may
be sold under the Stock Plan is currently limited to 188,176 shares.
(b) PURPOSE. The purpose of the Stock Plan is to provide employees
(including officers) of the Company and its subsidiaries with an opportunity to
purchase Common Stock through payroll deductions.
(c) ADMINISTRATION. The Stock Plan is administered by a committee
appointed by the Board of Directors. All questions of interpretation or
application of the Stock Plan are determined by the Board of Directors (or its
appointed committee) and its decisions are final, conclusive and binding upon
all participants.
(d) ELIGIBILITY AND PARTICIPATION. Any permanent employee (including an
officer) who has been employed for at least one calendar year by the Company, or
its subsidiaries who have adopted the Stock Plan, is eligible to participate in
the Stock Plan, provided that such employee is employed by the Company on the
date his participation is effective and subject to limitations on stock
ownership described in the Stock Plan. Eligible employees become participants in
the Stock Plan by delivering to the Company a subscription agreement authorizing
payroll deductions prior to the commencement of the applicable offering period.
(e) OFFERING DATES. The Stock Plan is implemented by one offering
during each calendar quarter. Offering periods commence on the last day of each
calendar quarter. The Board of Directors has the power to alter the duration of
the offering periods without shareholder approval.
(f) PURCHASE PRICE. The price at which shares may be purchased in an
offering under the Stock Plan is 90% of the fair market value of the Common
Stock on the last day of the prior calendar quarter. The fair market value of
the Common Stock on a given date is the closing price for that date as listed on
the American Stock Exchange.
(g) PAYROLL DEDUCTIONS. The purchase price of the shares to be acquired
under the Stock Plan are accumulated by payroll deductions over the offering
period. The rate of deductions may not be less than five dollars ($5.00) per
week or exceed 10% of a participant's compensation, and the aggregate of all
payroll deductions during the offering may not exceed 10% of the participant's
aggregate compensation for the offering period. A participant may discontinue
his participation in the Stock Plan or may decrease or increase the rate of
payroll deductions at any time during the offering period by filing with the
Company a new authorization for payroll deductions.
All payroll deductions made for a participant are credited to their
account under the Stock Plan and are deposited with the general funds of the
Company to be used for any corporate purpose. The amount by which an employee's
payroll deductions exceed the amount required to purchase whole shares will be
placed in a suspense account for the employee with no interest thereon and
rolled over into the next offering period.
28
31
(h) WITHDRAWAL. A participant in the Stock Plan may terminate his
interest in a given offering in whole, but not in part, by giving written notice
to the Company of his election to withdraw at any time prior to the end of the
applicable offering period. Such withdrawal automatically terminates the
participant's interest in that offering, but does not have any effect upon such
participant's eligibility to participate in subsequent offerings under the Stock
Plan.
(i) TERMINATION OF EMPLOYMENT. Termination of a participant's
employment for any reason, including retirement or death, cancels his or her
participation in the Stock Plan immediately.
(j) NONASSIGNABILITY. No rights or accumulated payroll deductions of an
employee under the Stock Plan may be pledged, assigned, transferred or otherwise
disposed of in any way for any reason, other than on account of death. Any
attempt to do so may be treated by the Company as an election to withdraw from
the Stock Plan.
(k) AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors may
at any time amend or terminate the Stock Plan. Except as provided above, no
amendment may be made to the Stock Plan without prior approval of the
shareholders if such amendment would increase the number of shares reserved
under the Stock Plan, permit payroll deductions at a rate in excess of 10% of a
participant's compensation, materially modify the eligibility requirements or
materially increase the benefits which may accrue to participants under the
Stock Plan.
(l) TAXATION. Participants in the Stock Plan, which is nonqualified for
federal income tax purposes, are taxed currently on the 10% discount in the
purchase price granted by the Stock Plan in the year in which stock is
purchased. The 10% discount is treated as ordinary income to the participant and
that amount is currently deductible by the Company to the extent the
participant's total compensation from the Company is within the "reasonable
compensation" limits imposed by Section 162 of the Internal Revenue Code of
1986, as amended.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION. The accompanying statements of assets
available for plan benefits and statements of changes in assets available for
plan benefits are prepared on the accrual basis of accounting.
(b) ADMINISTRATIVE EXPENSES. Administrative costs and expenses are
absorbed by the Trustee.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements with the Registrant's independent
accountants on accounting and financial disclosure matters within the two-year
period ended December 31, 2000, or in any period subsequent to such date.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information about the directors of the Registrant, see "Election of
Directors" on pages 3 through 7 of Registrant's Proxy Statement dated March 21,
2001 ("Proxy Statement"), which is incorporated herein by reference.
Information about the Executive Officers of Registrant appears in Part
I of this Report.
Disclosures by the Registrant with respect to compliance with Section
16(a) appear on page 8 of the Proxy Statement, and are incorporated herein by
reference.
29
32
ITEM 11. EXECUTIVE COMPENSATION
See "Executive Compensation and Other Information" on pages 9 through
12 of the Proxy Statement, which is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See "Principal Shareholders" and "Election of Directors" on page 17,
and pages 3 through 7, respectively, of the Proxy Statement, which are
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Certain Relationships and Related Transactions" on page 8 of the
Proxy Statement, which is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following consolidated financial statements of the Registrant
appear in Part II of this Report:
14. (A)(1) FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS OF MYERS INDUSTRIES, INC. AND
SUBSIDIARIES
Report of Independent Public Accountants
Statements of Consolidated Financial Position As Of December
31, 2000 and 1999
Statements of Consolidated Income For The Years Ended December
31, 2000, 1999 and 1998
Statements of Consolidated Shareholders' Equity and
Comprehensive Income For The Years Ended December 31, 2000,
1999 and 1998
Statements of Consolidated Cash Flows For The Years Ended
December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements For The Years Ended
December 31, 2000, 1999 and 1998
FINANCIAL STATEMENTS FOR THE MYERS INDUSTRIES, INC. EMPLOYEE STOCK
PURCHASE PLAN
Statements of Assets Available for Plan Benefits As Of
December 31, 2000 and 1999
Statements of Changes in Assets Available for Plan Benefits
For The Years Ended December 31, 2000, 1999 and 1998
14. (A)(2) FINANCIAL STATEMENT SCHEDULES
Selected Quarterly Financial Data For The Years Ended December 31,
2000 and 1999
All other schedules are omitted because they are inapplicable, not
required, or because the information is included in the consolidated financial
statements or notes thereto which appear in Part II of this Report.
30
33
14. (A)(3) Exhibits
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.
10(b) FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS.*
10(c) MYERS INDUSTRIES, INC. AMENDED AND RESTATED 1992 STOCK OPTION
PLAN. *
10(d) MYERS INDUSTRIES, INC. AMENDED AND RESTATED DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN.
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. 1999 INCENTIVE STOCK PLAN. Reference is
made to Exhibit 10.1 to Form S-8 (Registration Statement No.
333-90367) filed with the Commission on November 5, 1999.*
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,
34
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) 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.
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.
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.
21 Subsidiaries of the Registrant
23 Consent of Independent Public Accountants
* Indicates executive compensation plan or arrangement.
14.(B) REPORTS ON FORM 8-K. None
14.(C) EXHIBITS. See subparagraph 14(A)(3) above.
35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 30, 2001 By: /s/ Gregory J. Stodnick
GREGORY J. STODNICK
Vice President -- Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GREGORY J. STODNICK Vice President -- Finance and March 30, 2001
- -------------------------- Chief Financial Officer (Principal
GREGORY J. STODNICK Financial and Accounting Officer)
/s/ KEITH A. BROWN Director March 30, 2001
- --------------------------
KEITH A. BROWN
/s/ KARL S. HAY Director March 30, 2001
- --------------------------
KARL S. HAY
Director March 30, 2001
- --------------------------
RICHARD P. JOHNSTON
Director March 30, 2001
- --------------------------
MICHAEL W. KANE
/s/ EDWARD W. KISSEL Director March 30, 2001
- --------------------------
EDWARD W. KISSEL
/s/ STEPHEN E. MYERS President, Chief Executive March 30, 2001
- -------------------------- Officer and Director
STEPHEN E. MYERS (Principal Executive Officer)
/s/ RICHARD L. OSBORNE Director March 30, 2001
- --------------------------
RICHARD L. OSBORNE
/s/ JON H. OUTCALT Director March 30, 2001
- --------------------------
JON H. OUTCALT
/s/ SAMUEL SALEM Director March 30, 2001
- --------------------------
SAMUEL SALEM
/s/ EDWIN P. SCHRANK Director March 30, 2001
- --------------------------
EDWIN P. SCHRANK
/s/ MILTON I. WISKIND Senior Vice President, March 30, 2001
- -------------------------- Secretary and Director
MILTON I. WISKIND
32