Back to GetFilings.com
1
================================================================================
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, 1997
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, 1998: $273,791,184. Indicate
the number of shares outstanding of registrant's common stock as of February 28,
1998: 18,282,578 Shares of Common Stock, without par value.
================================================================================
2
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of Registrant's Notice of 1998 Annual Meeting and Proxy Statement,
dated March 20, 1998, 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 8 through 12
III/12 Security Ownership of Certain Beneficial Owners and
Management............................................... Proxy Statement
pages 3 through 7,
page 10, and page 15
III/13 Certain Relationships and Related Transactions........... Proxy Statement
page 7
- ---------------
(1) Registrant's Notice of 1998 Annual Meeting of Shareholders and Proxy
Statement
3
PART I
ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
Net sales for the fourth quarter were $95.5 million, up 5 percent from the
$90.6 million reported in the same year ago period. Net income for the period
was $8.3 million, a 28 percent increase from the $6.5 million reported in 1996.
Net income per share was $.45, up 29 percent from 1996's $.35 per share.
For the full year, net sales increased 6 percent, finishing at $339.6
million, up from the $320.9 million produced in 1996. Net income for the year
was $22.3 million, a 6 percent increase from the $21.0 million reported in 1996.
Net income per share was $1.21, a 7 percent increase from the $1.13 earned in
1996.
Our capital position is excellent. Shareholders' equity increased $14.3
million to $176.7 million. Working capital at December 31, 1997 was $67.7
million while total debt remains low at 3% of total capitalization. Cash flow
from operating activities was $36.2 million.
We invested approximately $19 million to continue modernizing and expanding
our manufacturing plants. We expect annual capital expenditures for expansion of
physical plant and equipment to continue in the range of $15 to $20 million.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
1997 1996 1995
---- ---- ----
(DOLLARS IN THOUSANDS)
NET SALES
Distribution of aftermarket repair products and
services............................................. $147,543 $136,526 $126,902
Manufacturing of polymer and metal products............. 204,970 197,319 186,307
Intra-segment elimination............................... (12,887) (12,901) (12,510)
-------- -------- --------
$339,626 $320,944 $300,699
======== ======== ========
INCOME BEFORE INCOME TAXES
Distribution of aftermarket repair products and
services............................................. $ 14,504 $ 12,209 $ 11,793
Manufacturing of polymer and metal products............. 30,040 29,021 23,145
Corporate............................................... (6,230) (5,330) (7,098)
Interest expense -- net................................. (248) (285) (784)
-------- -------- --------
$ 38,066 $ 35,615 $ 27,056
======== ======== ========
IDENTIFIABLE ASSETS
Distribution of aftermarket repair products and
services............................................. $ 53,604 $ 49,605 $ 48,416
Manufacturing of polymer and metal products............. 163,130 148,708 140,291
Corporate............................................... 8,703 9,981 5,622
Intra-segment elimination............................... (1,359) (1,172) (725)
-------- -------- --------
$224,078 $207,122 $193,604
======== ======== ========
CAPITAL ADDITIONS, NET
Distribution of aftermarket repair products and
services............................................. $ 603 $ 426 $ 227
Manufacturing of polymer and metal products............. 16,015 20,433 10,722
Corporate............................................... 2,162 601 1,038
-------- -------- --------
$ 18,780 $ 21,460 $ 11,987
======== ======== ========
DEPRECIATION/AMORTIZATION
Distribution of aftermarket repair products and
services............................................. $ 546 $ 598 $ 689
Manufacturing of polymer and metal products............. 10,847 9,352 8,747
Corporate............................................... 275 280 283
-------- -------- --------
$ 11,668 $ 10,230 $ 9,719
======== ======== ========
1
4
(c) DESCRIPTION OF BUSINESS
The Company conducts its business activities in two distinct segments:
manufacturing of polymer and metal products ("the Manufacturing business") and
distribution of aftermarket repair products ("the Distribution business"). The
Company believes it is one of the largest manufacturers of plastic and metal
storage systems in the United States and has the only nationwide distribution
network supplying the tire servicing and automotive underbody repair industries.
The Company's Manufacturing business designs, manufactures and markets
reusable plastic storage systems for use in distribution and material handling,
and other plastic and metal products for storage, assembly and material handling
applications. The Company also manufactures and sells molded rubber products and
other materials used primarily in the tire and tire repair industries and for
various other uses including OEM automotive and construction applications.
In its Distribution business, the Company is engaged in the nationwide
distribution of equipment, tools and supplies used for tire servicing and
automotive underbody repair.
MANUFACTURING BUSINESS
The Company markets reusable plastic containers under the brand names
NesTier(R), Akro-Bins(R) and Buckhorn(R). These reusable plastic containers are
utilized in industrial applications including the distribution of food items,
such as poultry, meat and baked goods, and the distribution of non-food items
such as apparel, electronic, automotive, and industrial components, health and
beauty aids and hardware. Reusable containers are also used for storage and
handling in manufacturing plants and for agricultural products. Other products
sold to the industrial and commercial market include tote boxes, various styles
of bins, tubs, straight-walled boxes, and a line of modular cabinets for small
parts storage and organization. The Company's products are sold throughout the
United States and Canada by a direct sales force, independent dealers and
through independent representatives.
The Company's consumer products include the Keepbox(R) line of household
storage containers, plastic tool boxes and other products to organize the home
workshop, plastic containers to facilitate consumer recycling, and a line of
plastic pots, planters and urns sold to consumers through lawn and garden
retailers and other similar specialty outlets. Consumer products are marketed
nationally to a variety of customers including mass-merchandisers, such as
Target(R) and Wal-Mart,(R) and major department stores and hardware chains,
warehouse outlets and specialty shops. Products are mainly marketed under the
Akro-Mils(R) name and other registered trade names, and to a lesser extent,
under private label arrangements. The Company's products are sold throughout the
United States by a direct sales force and independent representatives.
The Company designs, manufactures, and markets molded rubber products, such
as air intake hoses, rubber boots, mounts, and hood hold-down latches for
diesel-powered vehicles and equipment used in the transportation, construction
and agricultural industries. It also manufactures molded rubber products, rubber
adhesives and materials used primarily in the tire retreading and repair
industries, as well as products used in hydroelectric dams, locks and other
water works systems. The Company has utilized its manufacturing systems and
expertise to custom compound and calendar rubber materials to meet specific
customer needs for a growing and diverse customer base. These products are sold
nationally and internationally to manufacturers, construction companies and
wholesale distributors, including the Distribution business, by a direct sales
force and through independent sales representatives.
The Company is continuously engaged in the refinement of its existing
product lines and the development of new products. A large portion of the
current products offered by the Company have been developed in the last five
years.
The Company's Manufacturing business is dependent upon outside suppliers
for raw materials, principally polyethylene, polypropylene, polystyrene and
synthetic and natural rubber. The Company believes that the loss of any one
supplier or group of suppliers would not materially adversely affect its
business, since in most instances identical or similar materials can be obtained
readily from other suppliers.
2
5
DISTRIBUTION BUSINESS
The Company's Distribution business is conducted primarily by the Myers
Tire Supply division. Products distributed by Myers Tire Supply include air
compressors, mechanic's hand tools, tire changers, tire display and storage
equipment, valves, tire balancing and wheel alignment equipment, curing rims and
presses, retread presses and tire repair materials for the retreading industry.
The Company believes it is the only nationwide distributor supplying such
products. The Company's customers include independent tire dealers, tire
retreaders, tire service centers, automotive supply chains and rubber companies.
Myers Tire Supply's domestic distribution system includes 42 owned branch
warehouse distributors located in major cities in 31 states. Each branch
services customers in an assigned territory, sells all products of the division,
and operates like a stand-alone business with the branch manager bearing
profit/loss, inventory and credit responsibilities. Internationally, this
business has two wholly owned warehouse distributors located in Canada and owns
an interest in several other foreign warehouse distributors.
Myers Tire Supply supplies its domestic and international distribution
facilities from its main distribution center. This distribution center stocks
approximately 10,000 items which are purchased from numerous suppliers,
including certain of the Company's manufacturing businesses. The Company's
extensive national distribution network enables it to work closely with
manufacturers in the development and distribution of new products.
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, 1997 the Company had a total of 2,083 full-time and
part-time employees. Of these employees, 1,498 were engaged in the Manufacturing
business and 585 were employed in the Distribution business. Approximately 11%
of the Company's employees are members of unions. The Company believes it has a
good relationship with its employees.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES
The Company operates principally in two areas of business, the first being
the distribution of aftermarket repair products and services. These products are
distributed both domestically through branches in the major cities in the United
States and in foreign countries where, in some cases, the Company has an
interest in companies located in those countries. No single foreign country
represents more than 10 percent of the total sales, income or assets of the
Company. The second major area of the Company's business is polymer and metal
products which are manufactured in Company-owned facilities and distributed
through mass merchandisers, warehouse distributors, sales representatives and
in-house salesmen, principally in the United States.
3
6
ITEM 2. PROPERTIES
The following table sets forth by segment certain information with respect
to properties owned by the Registrant:
DISTRIBUTION OF AFTERMARKET REPAIR PRODUCTS AND SERVICES:
APPROXIMATE
FLOOR SPACE APPROXIMATE
(SQUARE LAND AREA
PLANT LOCATION FEET) (ACRES) USE
-------------- ----------- ----------- ---
Akron, Ohio............................ 129,000 8 Executive offices and warehousing
Akron, Ohio............................ 60,000 5 Warehousing
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
POLYMER AND METAL PRODUCTS:
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
Bluffton, Indiana...................... 175,000 17 Manufacturing and distribution
Roanoke Rapids, North Carolina......... 172,000 20 Manufacturing and distribution
Bristol, Indiana....................... 139,000 12 Manufacturing and distribution
Akron, Ohio............................ 121,000 17 Manufacturing and distribution
Shelbyville, Kentucky.................. 105,000 8 Manufacturing and distribution
Goddard, Kansas........................ 62,000 7 Manufacturing and distribution
Akron, Ohio............................ 49,000 6 Manufacturing and distribution
Ontario, California.................... 40,000 2 Distribution and warehousing
Mebane, North Carolina................. 30,000 5 Manufacturing and distribution
4
7
The following table sets forth by segment certain information with respect
to facilities leased by the Registrant:
APPROXIMATE
FLOOR SPACE EXPIRATION DATE
(SQUARE OF LEASE AND
LOCATION FEET) OPTION PERIOD (IF ANY) USE
-------- ----------- ---------------------- ---
POLYMER AND METAL PRODUCTS:
Brampton, Ontario, Canada... 43,000 September 30, 2005 Sales and distribution
Milford, Ohio............... 22,000 August 31, 2001 Sales and administrative
Stanton, Harcourt,
England................... 12,000 December 31, 2001 Warehousing 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, 1997, there
were no matters submitted to a vote of security holders.
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................... 54 25 President and Chief Executive Officer
Milton I. Wiskind.................. 72 26 Senior Vice President and Secretary
Gregory J. Stodnick................ 55 18 Vice President -- Finance
Each executive officer has been principally employed in the capacities
shown or similar ones with the Registrant for over the past five years. Years as
an Executive Officer is stated as of the time the Company became a public
company for reporting purposes.
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.
5
8
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, 1997 was
1,980. High and low stock prices and dividends for the last two years were:
SALES PRICE*
1997 ------------- DIVIDENDS*
QUARTER ENDED HIGH LOW PAID
------------- ----- ---- ----------
MARCH 31............................................ 15 5/8 13 5/8 .04
JUNE 30............................................. 16 1/4 14 5/8 .04
SEPTEMBER 30........................................ 16 1/8 14 5/8 .05
DECEMBER 31......................................... 18 3/4 16 1/4 .05
SALES PRICE*
1996 ------------- DIVIDENDS*
QUARTER ENDED HIGH LOW PAID
------------- ----- ---- ----------
March 31............................................ 17 3/4 13 1/8 .04
June 30............................................. 19 1/4 14 1/8 .04
September 30........................................ 17 13 .04
December 31......................................... 16 3/8 13 .04
- ---------------
* Adjusted for the ten percent stock dividend distributed in August 1997.
6
9
ITEM 6. SELECTED FINANCIAL DATA
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
FIVE-YEAR SUMMARY
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
OPERATIONS FOR THE YEAR
Net sales........................ $339,625,585 $320,943,771 $300,699,109 $274,054,163 $245,136,189
Cost and expenses
Cost of sales.................. 232,376,615 219,152,386 206,050,902 183,890,614 163,794,129
Selling........................ 39,322,295 36,170,478 33,973,656 32,238,245 30,428,260
General and administrative..... 29,613,322 29,720,351 32,834,285 27,258,865 24,373,483
Interest -- net................ 247,570 285,290 784,427 620,276 1,091,590
------------ ------------ ------------ ------------ ------------
301,559,802 285,328,505 273,643,270 244,008,000 219,687,462
------------ ------------ ------------ ------------ ------------
Income before income taxes..... 38,065,783 35,615,266 27,055,839 30,046,163 25,448,727
Income taxes................... 15,727,000 14,612,000 11,087,000 12,215,000 10,054,000
------------ ------------ ------------ ------------ ------------
Net Income..................... $ 22,338,783 $ 21,003,266 $ 15,968,839 $ 17,831,163 $ 15,394,727
------------ ------------ ------------ ------------ ------------
Net income per share*.......... $ 1.21 $ 1.13 $ 0.86 $ 0.96 $ 0.86
------------ ------------ ------------ ------------ ------------
FINANCIAL POSITION -- AT YEAR END
Total Assets................... $224,077,922 $207,121,727 $193,603,873 $172,026,887 $152,386,302
------------ ------------ ------------ ------------ ------------
Current assets................. 107,426,627 106,309,880 101,087,297 94,724,955 78,922,479
Current liabilities............ 39,643,522 36,853,013 32,372,026 34,093,593 24,380,541
------------ ------------ ------------ ------------ ------------
Working capital................ 67,783,105 69,456,867 68,715,271 60,631,362 54,541,938
Other assets................... 26,100,386 20,151,914 23,086,827 15,923,620 15,769,611
Property, plant and
equipment -- net............. 90,550,909 80,659,933 69,429,749 61,378,312 57,694,212
Less:
Long-term debt............... 4,261,257 4,569,396 13,335,191 4,154,646 10,654,650
Deferred income taxes........ 3,496,196 3,254,327 2,713,106 2,869,976 2,064,399
------------ ------------ ------------ ------------ ------------
SHAREHOLDERS' EQUITY............... $176,676,947 $162,444,991 $145,183,550 $130,908,672 $115,286,712
------------ ------------ ------------ ------------ ------------
COMMON SHARES OUTSTANDING*......... 18,278,895 18,539,982 18,596,621 18,513,111 18,487,262
------------ ------------ ------------ ------------ ------------
BOOK VALUE PER COMMON SHARE*....... $ 9.67 $ 8.76 $ 7.81 $ 7.07 $ 6.24
------------ ------------ ------------ ------------ ------------
OTHER DATA
Dividends paid................. $ 3,529,921 $ 3,049,642 $ 2,577,154 $ 2,326,964 $ 2,058,288
Dividends paid per Common
Share*....................... 0.18 0.16 0.14 0.13 0.11
------------ ------------ ------------ ------------ ------------
Average Common Shares
Outstanding during the
year......................... 18,471,084 18,619,178 18,558,502 18,513,418 17,816,764
============ ============ ============ ============ ============
- ---------------
* Adjusted for the ten percent stock dividend paid in August, 1997 and August,
1995; the five-for-four stock split distributed in August, 1994; and ten
percent stock dividend paid in August, 1993.
7
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
1997 RESULTS OF OPERATIONS
Net sales for the year ended December 31, 1997 increased by $18.7 million
or 6 percent over 1996 to a record $339.6 million. In 1997 the Company recorded
increases and record sales in both of its business segments. Sales in the
Distribution segment increased $11.0 million or 8 percent as a result of higher
unit volumes. Sales in the Manufacturing segment increased $7.7 million or 4
percent primarily due to higher unit volumes and the inclusion of Molded
Solutions' operations subsequent to the April 25, 1997 acquisition. The Company
experienced significant competitive pricing pressures in both of its business
segments during 1997.
Cost of sales was $232.4 million in 1997 an increase of 6 percent compared
to $219.2 million in 1996. Gross profit increased $5.5 million to $107.2 million
based on the increase in sales. Gross profit as a percentage of sales dropped to
31.6 percent from 31.7 percent primarily due to higher raw material costs in the
Manufacturing segment.
Operating expenses in 1997 increased by $3.0 million or 4.6 percent as a
result of the increased sales volume. Operating expenses as a percent of sales
decreased to 20.3 percent from 20.5 percent in 1996 as a result of improved
leverage for general and administrative expenses which were virtually unchanged
at $29.6 million for 1997 compared with $29.7 million in 1996.
Net interest expense decreased 13.2 percent to $247,570 based on lower
average borrowing levels but had no material net impact on the Company's
financial results.
1996 RESULTS OF OPERATIONS
Net sales for the year ended December 31, 1996 increased $20.2 million or 7
percent compared to 1995 as the Company experienced growth in both of its
business segments. Sales in the Distribution segment increased $9.6 million or 8
percent primarily resulting from increased unit sales. The Manufacturing segment
experienced a sales increase of $10.6 million or 6 percent principally due to
the inclusion of Ameri-Kart's operations for a full year versus six months in
1995.
Gross profit as a percentage of sales increased to 31.7 percent in 1996
from 31.5 percent in 1995. This increase was primarily achieved in the
Manufacturing segment based on increased productivity combined with a better
sales mix resulting from the disposition in 1995 of certain lower margin product
lines.
Operating expenses for the year ended December 31, 1996 were reduced by
$917,112 or 1 percent compared with 1995. Expressed as a percentage of sales,
operating expenses in 1996 were reduced to 20.5 percent from 22.2 percent in the
prior year. This improvement reflects better fixed expense coverage from
increased sales as well as the elimination of approximately $1.9 million of
non-recurring charges in 1995.
FINANCIAL CONDITION
The Company generated cash from operating activities of $36.2 million in
1997 and $34.7 million in 1996. Working capital was $67.7 million at December
31, 1997 with a current ratio of 2.7 to 1. Total debt expressed as a percent of
total capitalization was 3 percent at December 31, 1997. This strong capital
position provides the Company with the flexibility to finance additional
manufacturing capacity, working capital needs and other corporate requirements.
Based on the Company's strong financial condition, 1997 saw a 10 percent stock
dividend and an increase in cash dividends for the 22nd consecutive year.
Investments in property, plant and equipment totaled $18.8 million in 1997
and $21.5 million in 1996. During the next five years, the Company anticipates
on-going capital expenditures in the range of $15 to $20 million per year.
Management believes available credit facilities and anticipated cash flows from
operations will be sufficient to meet the needs of its business, both short-term
and long-term.
8
11
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.
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, 1997, or in any period subsequent to such date.
9
12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
SUMMARIZED QUARTERLY RESULTS OF OPERATIONS
(UNAUDITED) THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA
MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL
QUARTER ENDED 1997 -------- ------- -------- ------- -----
NET SALES.................. $76,799 $86,175 $81,141 $95,511 $339,626
GROSS PROFIT............... 24,088 26,672 24,069 32,420 107,249
NET INCOME................. 4,809 5,313 3,933 8,284 22,339
PER SHARE.................. .26 .29 .21 .45 1.21
MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL
QUARTER ENDED 1996 -------- ------- -------- ------- --------
Net Sales.................. $72,554 $79,951 $77,880 $90,559 $320,944
Gross Profit............... 24,350 25,589 22,672 29,180 101,791
Net Income................. 5,215 5,606 3,709 6,473 21,003
Per Share.................. .28 .30 .20 .35 1.13
- ---------------
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, 1997 and 1996, and the related statements of consolidated income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. 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 generally accepted auditing
standards. 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, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
Cleveland, Ohio,
February 9, 1998
10
13
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
------------ ------------ ------------
Net sales....................................... $339,625,585 $320,943,771 $300,699,109
Cost of sales................................... 232,376,615 219,152,386 206,050,902
------------ ------------ ------------
Gross profit.................................. 107,248,970 101,791,385 94,648,207
------------ ------------ ------------
Operating expenses
Selling....................................... 39,322,295 36,170,478 33,973,656
General and administrative.................... 29,613,322 29,720,351 32,834,285
------------ ------------ ------------
68,935,617 65,890,829 66,807,941
------------ ------------ ------------
Operating income........................... 38,313,353 35,900,556 27,840,266
------------ ------------ ------------
Interest
Income........................................ (348,746) (319,533) (212,708)
Expense....................................... 596,316 604,823 997,135
------------ ------------ ------------
247,570 285,290 784,427
------------ ------------ ------------
Income before income taxes...................... 38,065,783 35,615,266 27,055,839
Income taxes.................................... 15,727,000 14,612,000 11,087,000
------------ ------------ ------------
Net income...................................... $ 22,338,783 $ 21,003,266 $ 15,968,839
------------ ------------ ------------
Net income per share............................ $ 1.21 $ 1.13 $ 0.86
============ ============ ============
The accompanying notes are an integral part of these statements.
11
14
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
AS OF DECEMBER 31, 1997 AND 1996
1997 1996
------------ ------------
ASSETS
CURRENT ASSETS
Cash and temporary cash investments....................... $ 6,297,726 $ 5,600,349
Accounts receivable -- less allowances of $2,102,000 and
$2,213,000, respectively............................... 54,940,671 57,604,506
Inventories
Finished and in-process products....................... 35,427,355 33,042,266
Raw materials and supplies............................. 7,627,878 6,788,086
------------ ------------
43,055,233 39,830,352
Prepaid expenses.......................................... 3,132,997 3,274,673
------------ ------------
TOTAL CURRENT ASSETS........................................ 107,426,627 106,309,880
OTHER ASSETS
Excess of cost over fair value of net assets of companies
acquired............................................... 20,484,628 14,328,410
Patents and other intangible assets....................... 2,427,633 2,750,530
Other..................................................... 3,188,125 3,072,974
------------ ------------
26,100,386 20,151,914
PROPERTY, PLANT AND EQUIPMENT, AT COST
Land...................................................... 2,597,342 2,547,509
Buildings and leasehold improvements...................... 42,043,716 38,918,648
Machinery and equipment................................... 125,413,124 108,594,273
------------ ------------
170,054,182 150,060,430
Less allowances for depreciation and amortization......... 79,503,273 69,400,497
------------ ------------
90,550,909 80,659,933
------------ ------------
$224,077,922 $207,121,727
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable.......................................... $ 14,414,557 $ 15,189,488
Accrued expenses
Employee compensation and related items................ 12,014,848 10,562,313
Taxes, other than income taxes......................... 1,162,642 1,062,498
Income taxes........................................... 1,208,327 1,452,107
Other.................................................. 9,996,832 8,066,838
Current portion of long-term debt......................... 846,316 519,769
------------ ------------
TOTAL CURRENT LIABILITIES................................... 39,643,522 36,853,013
LONG-TERM DEBT, LESS CURRENT PORTION........................ 4,261,257 4,569,396
DEFERRED INCOME TAXES....................................... 3,496,196 3,254,327
SHAREHOLDERS' EQUITY
Serial Preferred Shares (authorized 1,000,000 shares)..... -0- -0-
Common Shares, without par value (authorized 30,000,000
shares; outstanding 18,278,895 and 18,539,982 shares,
respectively).......................................... 11,573,496 10,659,714
Additional paid-in capital................................ 133,359,303 109,864,137
Foreign currency translation adjustment................... (484,820) (213,572)
Retained income........................................... 32,228,968 42,134,712
------------ ------------
176,676,947 162,444,991
------------ ------------
$224,077,922 $207,121,727
============ ============
The accompanying notes are an integral part of these statements.
12
15
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
FOREIGN
COMMON SHARES ADDITIONAL CURRENCY
------------------------ PAID-IN TRANSLATION RETAINED
NUMBER AMOUNT CAPITAL ADJUSTMENT INCOME
------ ------ ---------- ----------- --------
BALANCE AT JANUARY 1, 1995...... 15,300,092 $ 8,303,598 $ 90,606,429 ($466,191) $ 32,464,836
Additions
Net income.................... -0- -0- -0- -0- 15,968,839
Sales under option plans...... 36,986 314,615 -0- -0- -0-
Employees stock purchase
plan....................... 23,908 344,583 -0- -0- -0-
Dividend reinvestment plan.... 11,205 161,770 -0- -0- -0-
Foreign currency
translation................ -0- -0- -0- 72,351 -0-
Deductions
Dividends -- $.14 per share... -0- -0- -0- -0- (2,577,154)
10% stock dividend............ 1,533,828 889,620 20,775,687 -0- (21,675,433)
---------- ----------- ------------ --------- ------------
BALANCE AT DECEMBER 31, 1995.... 16,906,019 $10,014,186 $111,382,116 ($393,840) $ 24,181,088
---------- ----------- ------------ --------- ------------
Additions
Net income.................... -0- -0- -0- -0- 21,003,266
Sales under option plans...... 25,235 215,857 -0- -0- -0-
Employees stock purchase
plan....................... 21,111 350,462 -0- -0- -0-
Dividend reinvestment plan.... 8,764 145,995 -0- -0- -0-
Foreign currency
translation................ -0- -0- -0- 180,268 -0-
Deductions
Purchases for treasury........ (106,600) (66,786) (1,517,979) -0- -0-
Dividends -- $.16 per share... -0- -0- -0- -0- (3,049,642)
---------- ----------- ------------ --------- ------------
BALANCE AT DECEMBER 31, 1996.... 16,854,529 $10,659,714 $109,864,137 ($213,572) $ 42,134,712
---------- ----------- ------------ --------- ------------
Additions
Net income.................... -0- -0- -0- -0- 22,338,783
Sales under option plans...... 32,204 24,902 357,976 -0- -0-
Employees stock purchase
plan....................... 22,720 12,920 366,787 -0- -0-
Dividend reinvestment plan.... 7,012 4,005 114,201 -0- -0-
Deductions
Purchases for treasury........ (326,100) (208,704) (4,968,134) -0- -0-
Dividends -- $.18 per share... -0- -0- -0- -0- (3,529,921)
10% stock dividend............ 1,688,530 1,080,659 27,624,336 -0- (28,714,606)
Foreign currency
translation................ -0- -0- -0- (271,248) -0-
---------- ----------- ------------ --------- ------------
BALANCE AT DECEMBER 31, 1997.... 18,278,895 $11,573,496 $133,359,303 ($484,820) $ 32,228,968
========== =========== ============ ========= ============
The accompanying notes are an integral part of these statements.
13
16
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income....................................... $ 22,338,783 $ 21,003,266 $ 15,968,839
Items not affecting use of cash
Depreciation.................................. 11,667,787 10,229,957 9,718,545
Amortization of excess of cost over fair value
of net assets of companies acquired......... 793,296 625,687 420,360
Amortization of other intangible assets....... 752,801 455,030 311,576
Deferred income taxes......................... 241,869 541,221 (473,870)
Cash flow provided by (used for) working capital
Accounts receivable........................... 3,195,634 (5,103,490) 2,159,910
Inventories................................... (2,800,318) 1,419,395 447,254
Prepaid expenses.............................. (225,746) 604,299 (1,504,288)
Accounts payable and accrued expenses......... 235,850 4,937,322 (4,376,141)
------------ ------------ ------------
Net cash provided by operating activities..... 36,199,956 34,712,687 22,672,185
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment,
net........................................... (18,779,760) (21,460,141) (11,986,974)
Acquisition of business, net of cash acquired.... (7,955,077) -0- (14,519,740)
Other............................................ (455,917) 2,104,464 313,685
------------ ------------ ------------
Net cash used for investing activities........ (27,190,754) (19,355,677) (26,193,029)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchases for treasury........................... (5,176,838) (1,584,765) 0
Proceeds from issuance of common stock........... 880,791 712,314 820,968
Cash dividends paid.............................. (3,529,921) (3,049,642) (2,577,154)
Borrowings (repayments) net...................... (485,857) (9,222,130) 6,869,889
------------ ------------ ------------
Net cash provided by (used for) financing
activities.................................. (8,311,825) (13,144,223) 5,113,703
------------ ------------ ------------
INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS.... 697,377 2,212,787 1,592,859
CASH AND TEMPORARY CASH INVESTMENTS
January 1........................................ 5,600,349 3,387,562 1,794,703
------------ ------------ ------------
CASH AND TEMPORARY CASH INVESTMENTS
December 31...................................... $ 6,297,726 $ 5,600,349 $ 3,387,562
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for
Interest...................................... $ 574,062 $ 737,416 $ 874,602
Income taxes.................................. 15,857,230 15,387,482 10,450,330
The accompanying notes are an integral part of these statements.
14
17
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
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 amounts 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.
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, and long-term debt, are
considered to have a fair value which approximates carrying value at December
31, 1997.
INVENTORIES
Inventories are stated at the lower of cost or market. For approximately 78
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 $5,207,000, $6,300,000, and $5,173,000
higher than reported at December 31, 1997, 1996 and 1995, 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.
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
15
18
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
December 31, 1997 and 1996 was $4,335,000 and $3,542,000, respectively.
Management, which regularly evaluates its accounting for goodwill, considering
primarily such factors as current and historical profitability, along with
discounted cash flows, believes that the asset is 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
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share" which eliminates the concept of common stock
equivalents and replaces "primary" and "fully diluted" earnings per shares with
"basic" and "diluted" earnings per share.
Basic net income per share, as shown on the Statements on Consolidated
Income, is determined on the basis of the weighted average number of Common
Shares outstanding during the year. The restatement of prior periods, as
required by FASB 128, did not effect the earnings per share amounts previously
reported, and for all periods shown basic and diluted earnings per share are
identical. During the years ended December 31, 1997 and December 31, 1995, the
Company paid a ten percent stock dividend. All per share data has been adjusted
for the stock dividends.
ACQUISITIONS
On April 25, 1997, the Company acquired substantially all of the assets of
Molded Solutions, Inc., a manufacturer of custom engineered molded rubber
products. The Asset Purchase Agreement provides for payment of additional
consideration contingent upon the earning of Molded Solutions during the 12
month period ending April 25, 1998. The acquisition has been accounted for using
the purchase method and accordingly, Molded Solution's results of operations,
the amounts of which are not material, have been included in the Company's
consolidated financial statements since the date of acquisition. The purchase
price allocation has been based on preliminary estimates with the excess of cost
over the fair value of assets acquired being amortized on a straight-line basis
over 15 years.
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.
For the Company's existing defined benefit plans, net periodic pension
costs were as follows:
1997 1996 1995
--------- --------- ---------
Service cost-benefit earned during the year..... $ 130,062 $ 122,707 $ 92,754
Interest cost on projected benefit obligation... 197,685 187,704 167,255
Return on plan assets........................... (593,354) (252,263) (473,801)
Net amortization................................ 380,612 69,795 327,479
--------- --------- ---------
Net periodic pension cost....................... $ 115,005 $ 127,943 $ 113,687
========= ========= =========
Assumptions used for these plans were as follows: discount rate, 7.0%; rate
of return on plan assets, 8.0%. Future benefit increases were not considered as
there is no substantive commitment to increase benefits.
16
19
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
The following table sets forth the plans' funded status at December 31,
1997 and 1996 (in thousands):
1997 1996
----------- ---------------------------
OVER-FUNDED OVER-FUNDED UNDER-FUNDED
PLANS PLANS PLANS
----------- ----------- ------------
Projected benefit obligation
Vested benefits........................... $2,968 $1,033 $1,800
Non-vested................................ 90 42 40
------ ------ ------
Accumulated benefit obligation.............. 3,058 1,075 1,840
Fair value of plan assets................... 3,581 1,188 1,703
------ ------ ------
Projected benefit obligation in excess of
plan assets............................... 523 113 (137)
Unrecognized net (gain)..................... (554) 1 (167)
Unrecognized net obligation at date of
adoption.................................. 215 72 170
------ ------ ------
Net projected pension (liability) asset..... $ 184 $ 186 ($ 134)
====== ====== ======
A profit sharing plan is maintained for eligible 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 will provide
participating senior executives with retirement benefits in addition to amount
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 $2,737,000, $2,398,000 and
$1,784,000 for the years 1997, 1996 and 1995, respectively.
LONG-TERM DEBT AND CREDIT AGREEMENTS
Long-term debt at December 31, consisted of the following:
1997 1996
---------- ----------
Industrial revenue bonds.................................... 4,500,000 4,854,166
Other....................................................... 607,573 234,999
---------- ----------
5,107,573 5,089,165
Less current portion........................................ 846,316 519,769
---------- ----------
$4,261,257 $4,569,396
========== ==========
The Company has a revolving credit agreement with a group of banks which
enables the Company to borrow up to $35,000,000 at prime rate on a variable
basis, or on a short-term fixed basis at a rate based upon LIBOR or certificate
of deposits at the participating banks. In addition, the Company is required to
pay a commitment fee of 1/4 percent per annum on the daily unborrowed portion of
the revolving credit commitment or 1/5 percent per annum at any time the unused
portion of the aggregate revolving credit commitment is equal to or less than
$20 million. The agreement is unsecured and expires on June 30, 2000.
The industrial revenue bonds mature at various dates through 2010 with
interest rates ranging from 3.88 percent to 4.10 percent. Two industrial revenue
bonds are backed by standby letters of credit with an associated fee of 3/4
percent per annum. Other includes notes which mature in various amounts through
1999 and bear a weighted average interest rate of 7.84 percent.
The maturities of long-term debt for the five years ending December 31,
2002, are $846,000 in 1998; $261,000 in 1999; and nothing in 2000, 2001 and
2002.
The revolving credit agreement and certain of the industrial revenue bond
issues contain customary covenants which include, among other things,
maintenance of minimum tangible net worth and minimum
17
20
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
working capital, restrictions on certain additional indebtedness and
requirements to maintain certain financial ratios. At December 31, 1997, the
Company was in compliance with those covenants.
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 $2,664,000, $2,361,000, and
$2,306,000 for the years ended December 31, 1997, 1996 and 1995, respectively.
Future minimum rental commitments for the next five years are as follows:
YEAR ENDED DECEMBER 31, COMMITMENT
- ----------------------- ----------
1998 $2,464,000
1999 2,066,000
2000 1,470,000
2001 953,000
2002 421,000
INCOME TAXES
The effective tax rate was 41.3% in 1997, 41.0% in 1996 and 41.0% in 1995.
A reconciliation of the Federal statutory income tax rate to the Company's
effective tax rate is as follows:
PERCENT OF PRE-TAX INCOME
---------------------------
1997 1996 1995
---- ---- ----
Statutory Federal income tax rate.......................... 35.0% 35.0% 35.0%
State income taxes -- net of Federal tax benefit........... 4.8 5.0 4.6
Effect of non-deductible depreciation and amortization..... .5 .6 .7
Other...................................................... 1.0 .4 .7
---- ---- ----
Effective tax rate for the year............................ 41.3% 41.0% 41.0%
==== ==== ====
Income taxes consisted of the following:
1997 1996 1995
------------------ ------------------ ------------------
CURRENT DEFERRED CURRENT DEFERRED CURRENT DEFERRED
------- -------- ------- -------- ------- --------
(DOLLARS IN THOUSANDS)
Federal...................... $12,427 $242 $11,258 399 $ 9,133 $(326)
Foreign...................... 255 (22) 224 1 361 2
State and local.............. 2,835 (10) 2,589 141 2,066 (149)
------- ---- ------- ---- ------- -----
$15,517 $210 $14,071 $541 $11,560 $(473)
======= ==== ======= ==== ======= =====
18
21
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
INCOME TAXES
Significant components of the Company's deferred tax liabilities as of
December 31, 1997 and 1996 are as follows:
1997 1996
--------- ---------
(DOLLARS IN THOUSANDS)
-----------------------
Deferred income tax liabilities:
Property, plant and equipment............................. $8,967 $8,450
Employee benefit trust.................................... 323 170
------ ------
9,290 8,620
------ ------
Deferred income tax assets:
Compensation.............................................. 2,170 1,575
Inventory valuation....................................... 607 648
Allowance for uncollectible accounts...................... 702 696
Non-deductible accruals................................... 2,170 2,243
Other..................................................... 145 204
------ ------
5,794 5,366
------ ------
Net deferred income tax liability........................... $3,496 $3,254
====== ======
STOCK OPTIONS
In 1997, the Company adopted the 1997 Stock Option Plan allowing key
employees to purchase Common Stock of the Company at the market price on the
date of grant. 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 both the 1997 Stock Option Plan and the 1992
Incentive Stock Option Plan.
Stock options granted during the past three years were as follows: during
1997, 149,545 shares at prices from $14.55 to $16.50; during 1996, 88,165 shares
at prices from $16.14 to $17.77; during 1995, 27,750 shares at prices from
$11.87 to $13.52.
Stock options exercised during the past three years were as follows: during
1997, 35,852 shares at prices from $10.80 to $16.14; during 1996, 27,944 shares
at prices from $7.03 to $13.46; during 1995, 42,979 shares at prices from $6.57
to $13.46.
At December 31, 1997, 1996 and 1995 there were outstanding options for the
purchase of 367,449, 260,402 and 204,381 shares respectively, at prices ranging
from $11.77 to $17.77 per shares in 1997; $10.80 to $17.77 per share in 1996 and
$7.03 to $15.95 in 1995.
At December 31, 1997 and 1996, there were options for 142,741 and 136,214
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 FASB Statement No. 123 "Accounting for Stock
Based Compensation." If the Company had followed FASB 123 rather than APB 25,
net income and earnings per share would not have been materially different from
the reported amounts for 1997, 1996 or 1995.
INDUSTRY SEGMENTS
The Company operates principally in two areas of business, the first being
the distribution of aftermarket repair products and services. These products are
distributed both domestically through branches in major cities in the United
States and in foreign countries where, in some cases, the Company has
controlling interest in companies located in those countries. The second major
area of the Company's business is polymer and
19
22
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
metal products which are manufactured in Company-owned facilities and
distributed through mass merchandisers, warehouse distributors, sales
representatives and in-house salesmen, principally in the United States. No
single customer represents 10 percent or more of total Company revenues. In
addition, foreign countries and operations, individually and in the aggregate,
do not represent more than 10 percent of the total sales, income or assets of
the Company.
Operating income before income taxes is total revenues less total operating
expenses. In computing operating income for the major segments of the Company,
general corporate overhead expense and interest expense are not included.
The identifiable assets of each major segment of the Company include
inventories, accounts receivable, net fixed assets, the excess of cost over fair
value of net assets acquired, patents, and other intangible assets attributable
to each segment. Corporate assets are principally land, buildings, computer
equipment, cash and temporary cash investments.
The table sets forth information relating to the Company's operations for
the years ended December 31, 1997, 1996 and 1995, as required by the Statement
of Financial Accounting Standards No. 14.
1997 1996 1995
---- ---- ----
(DOLLARS IN THOUSANDS)
NET SALES
Distribution of aftermarket repair products and
services............................................. $147,543 $136,526 $126,902
Manufacturing of polymer and metal products............. 204,970 197,319 186,307
Intra-segment elimination............................... (12,887) (12,901) (12,510)
-------- -------- --------
$339,626 $320,944 $300,699
======== ======== ========
INCOME BEFORE INCOME TAXES
Distribution of aftermarket repair products and
services............................................. $ 14,504 $ 12,209 $ 11,793
Manufacturing of polymer and metal products............. 30,040 29,021 23,145
Corporate............................................... (6,230) (5,330) (7,098)
Interest expense-net.................................... (248) (285) (784)
-------- -------- --------
$ 38,066 $ 35,615 $ 27,056
======== ======== ========
IDENTIFIABLE ASSETS
Distribution of aftermarket repair products and
services............................................. $ 53,604 $ 49,605 $ 48,416
Manufacturing of polymer and metal products............. 163,130 148,708 140,291
Corporate............................................... 8,703 9,981 5,622
Intra-segment elimination............................... (1,359) (1,172) (725)
-------- -------- --------
$224,078 $207,122 $193,604
======== ======== ========
CAPITAL ADDITIONS, NET
Distribution of aftermarket repair products and
services............................................. $ 603 $ 426 $ 227
Manufacturing of polymer and metal products............. 16,015 20,433 10,722
Corporate............................................... 2,162 601 1,038
-------- -------- --------
$ 18,780 $ 21,460 $ 11,987
======== ======== ========
DEPRECIATION/AMORTIZATION
Distribution of aftermarket repair products and
services............................................. $ 546 $ 598 $ 689
Manufacturing of polymer and metal products............. 10,847 9,352 8,747
Corporate............................................... 275 280 283
-------- -------- --------
$ 11,668 $ 10,230 $ 9,719
======== ======== ========
20
23
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,
1997 and 1996; and
(2) Statements of Changes in Assets Available for Plan Benefits for the
Years Ended December 31, 1997, 1996 and 1995.
Notes to Financial Statements for the Myers Industries, Inc. Employee Stock
Purchase Plan
21
24
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, 1997 and 1996, and the related statements of changes in assets
available for plan benefits for each of the three years in the period ended
December 31, 1997. 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 generally accepted auditing
standards. 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, 1997 and 1996,
and the changes in its assets available for plan benefits for each of the three
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Cleveland, Ohio,
February 9, 1998
22
25
MYERS INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
1997 1996
---- ----
Receivable from Trustee..................................... $84,839 $84,687
======= =======
(Myers Industries, Inc.)
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
---- ---- ----
Contributions:
Participants' contributions beginning of period......... $ 84,687 $ 77,531 $ 82,563
Participants' contributions during the period........... 341,806 322,503 305,000
--------- --------- ---------
Assets Available for Stock Purchases.................... 426,493 400,034 387,563
Less:
Assets Used for Stock Purchases......................... (341,654) (315,347) (310,032)
--------- --------- ---------
Assets Available for Plan Benefits at End of Period..... $ 84,839 $ 84,687 $ 77,531
========= ========= =========
See the accompanying notes to financial statements.
23
26
MYERS INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
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 Employee Stock Purchase Plan at the April 28, 1986 Annual Meeting.
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 generally 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 will be 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.
(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.
24
27
MYERS INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(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.
25
28
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 6 of Registrant's Proxy Statement dated March 20,
1998 ("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 7 of the Proxy Statement, and are incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
See "Executive Compensation and Other Information" on pages 8 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 15, and
pages 3 through 6, respectively, of the Proxy Statement, which are incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Certain Relationships and Related Transactions" at page 7 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,
1997 and 1996
Statements of Consolidated Income For The Years Ended December 31,
1997, 1996 and 1995
Statements of Consolidated Shareholders' Equity For The Years Ended
December 31, 1997, 1996 and 1995
Statements of Consolidated Cash Flows For The Years Ended December
31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements For The Years Ended
December 31, 1997, 1996 and 1995
FINANCIAL STATEMENTS FOR THE MYERS INDUSTRIES, INC. EMPLOYEE STOCK
PURCHASE PLAN
Statements of Assets Available for Plan Benefits As Of December 31,
1997 and 1996
Statements of Changes in Assets Available for Plan Benefits For The
Years Ended December 31, 1997, 1996 and 1995
14. (A)(2) FINANCIAL STATEMENT SCHEDULES
Selected Quarterly Financial Data For The Years Ended December 31,
1997 and 1996
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.
26
29
14. (A)(3) EXHIBITS
3(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED ARTICLES OF
INCORPORATION. Reference is made to Exhibit (3)(i) to Form
8-K filed with the Commission on May 14, 1994.
3(b) MYERS INDUSTRIES, INC. AMENDED AND RESTATED CODE OF
REGULATIONS. Reference is made to Exhibit (3)(ii) to Form
10-Q filed with the Commission on May 14, 1997.
MYERS INDUSTRIES, INC. AMENDED AND RESTATED 1982 INCENTIVE
10(a) STOCK OPTION PLAN. Reference is made to Exhibit 10(a) to
Form 10-K filed with the Commission on March 24, 1995.
MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE
10(b) PLAN. Reference is made to Exhibit 10(b) to Form 10-K filed
with the Commission on March 24, 1995.
FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORS AND
10(c) OFFICERS. Reference is made to Exhibit 10(c) to Form 10-K
filed with the Commission on March 24, 1995.
MYERS INDUSTRIES, INC. 1992 STOCK OPTION PLAN. Reference is
10(d) made to Exhibit 10(d) to Form 10-K filed with the Commission
on March 24, 1995.
MYERS INDUSTRIES, INC. DIVIDEND REINVESTMENT AND STOCK
10(e) PURCHASE PLAN. Reference is made to Exhibit 10(e) to Form
10-K filed with the Commission on March 24, 1995.
10(f) MYERS INDUSTRIES, INC. 1997 INCENTIVE STOCK PLAN. Reference
is made to Exhibit 10(f) to Form 10-K filed with the
Commission on March 21, 1997.
MILTON I. WISKIND SUPPLEMENTAL COMPENSATION
10(g) AGREEMENT. Reference is made to Exhibit 10 to Form 10-Q
filed with the Commission on May 14, 1997.
MYERS INDUSTRIES, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT
10(h) PLAN.
21 Subsidiaries of the Registrant
23 Consent of Independent Public Accountants
27 Financial Data Schedule
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
PLAN OR ARRANGEMENT REFERENCE LOCATION
------------------- ------------------
Myers Industries, Inc. Amended and Exhibit (10)(a) to Form 10-K
Restated 1982 Incentive Stock Option Plan for fiscal year ended December 31, 1994
Myers Industries, Inc. 1992 Exhibit 10(d) to Form 10-K
Stock Option Plan for fiscal year ended December 31, 1994
Myers Industries, Inc. 1997 Exhibit 10(f) to Form 10-K
Incentive Stock Plan for fiscal year ended December 31, 1996
Milton I. Wiskind Supplemental Compensation Exhibit 10 to Form 10-Q
Agreement for period ended March 31, 1997
Myers Industries Inc. Executive Supplemental Exhibit 10(h) to Form 10-K
Retirement Plan for fiscal year ended December 31, 1997
14.(B) REPORTS ON FORM 8-K: None
14.(C) EXHIBITS: See subparagraph 14(A)(3) above.
27
30
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 25, 1998 /s/ GREGORY J. STODNICK
By: ----------------------------------------------------
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 25, 1998
- --------------------------------------------------- Chief Financial Officer
GREGORY J. STODNICK (Principal Financial and
Accounting Officer)
Director
- ---------------------------------------------------
KEITH A. BROWN
/s/ KARL S. HAY Director March 25, 1998
- ---------------------------------------------------
KARL S. HAY
Director
- ---------------------------------------------------
RICHARD P. JOHNSTON
/s/ STEPHEN E. MYERS President, Chief Executive
- --------------------------------------------------- Officer and Director (Principal
STEPHEN E. MYERS Executive Officer)
/s/ RICHARD L. OSBORNE Director March 25, 1998
- ---------------------------------------------------
RICHARD L. OSBORNE
/s/ JON H. OUTCALT Director March 25, 1998
- ---------------------------------------------------
JON H. OUTCALT
/s/ SAMUEL SALEM Director March 25, 1998
- ---------------------------------------------------
SAMUEL SALEM
Director
- ---------------------------------------------------
EDWIN P. SCHRANK
/s/ MILTON I. WISKIND Senior Vice President, Secretary March 25, 1998
- --------------------------------------------------- and Director
MILTON I. WISKIND
28
31
INDEX OF EXHIBITS
EXHIBIT NO.
- -----------
3(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED ARTICLES OF
INCORPORATION. Reference is made to Exhibit (3)(i) to Form
8-K filed with the Commission on May 14, 1994.
(b) MYERS INDUSTRIES, INC. AMENDED AND RESTATED CODE OF
REGULATIONS. Reference is made to Exhibit (3)(ii) to Form
10-Q filed with the Commission on May 14, 1997.
10(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED 1982 INCENTIVE
STOCK OPTION PLAN. Reference is made to Exhibit 10(a) to
Form 10-K filed with the Commission on March 24, 1995.
(b) MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN.
Reference is made to Exhibit 10(b) to Form 10-K filed with
the Commission on March 24, 1995.
(c) FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORS AND
OFFICERS. Reference is made to Exhibit 10(c) to Form 10-K
filed with the Commission on March 24, 1995.
(d) MYERS INDUSTRIES, INC. 1992 STOCK OPTION PLAN. Reference is
made to Exhibit 10(d) to Form 10-K filed with the Commission
on March 24, 1995.
(e) MYERS INDUSTRIES, INC. DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN. Reference is made to Exhibit 10(e) to Form
10-K filed with the Commission on March 24, 1995.
(f) MYERS INDUSTRIES, INC. 1997 INCENTIVE STOCK PLAN. Reference
is made to Exhibit 10(f) to Form 10-K filed with the
Commission on March 21, 1997.
(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.
(h) MYERS INDUSTRIES, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT
PLAN.
21 Subsidiaries of the Registrant
23 Consent of Independent Public Accountants
27 Financial Data Schedule
29