SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
[X]
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2004
OR
[ ]
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from__________ to__________
Commission File Number 1-8524 Myers Industries, Inc.(Exact name of registrant as specified in its charter)
Ohio(State or other jurisdiction ofincorporation or organization)
34-0778636(IRS Employer Identification Number)
1293 South Main StreetAkron, Ohio(Address of principal executive offices)
44301(Zip code)
(330) 253-5592(Registrant's telephone number, including area code)
not applicable(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No . As of June 30, 2004, the number of shares outstanding of the issuer's Common Stock was 30,304,826.
Table of Contents
Part I -- Financial Information
Item 1. Financial Statements
Condensed Statement of Consolidated Financial Position
Condensed Statement of Consolidated Income
Statements of Consolidated Cash Flows
Statement of Shareholders' Equity
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Item 4. Controls and Procedures
Part II -- Other Information
Item 1. Legal Proceedings
Item 4. Submission of Matter of a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
-1-Part I - Financial Information
Myers Industries, Inc.Condensed Statement of Consolidated Financial PositionAs of June 30, 2004 and December 31, 2003
June 30,
December 31,
Assets
2004
2003
Current Assets
Cash
$15,163,707
$5,666,997
Accounts receivable-less allowances of $5,253,000 and $4,245,000, respectively
130,144,933
114,038,680
Inventories
Finished and in-process products
65,055,300
61,240,225
Raw materials and supplies
25,277,115
22,613,029
90,332,415
83,853,254
Prepaid expenses
5,216,618
4,374,210
Total Current Assets
240,857,673
207,933,141
Other Assets
Goodwill
261,218,532
224,298,302
Patents and other intangible assets
1,884,160
2,321,584
Other
4,879,717
3,229,351
267,982,409
229,849,237
Property, Plant and Equipment, at Cost
Land
8,551,474
8,461,003
Buildings and leasehold improvements
85,736,822
80,588,395
Machinery and equipment
368,867,091
352,995,191
463,155,387
442,044,589
Less allowances for depreciation and amortization
272,996,728
258,200,161
190,158,659
183,844,428
$698,998,741
$621,626,806
-2-Part I - Financial InformationMyers Industries, Inc.Condensed Statement of Consolidated Financial PositionAs of June 30, 2004 and December 31, 2003
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable
$54,000,997
$39,731,250
Accrued expenses
Employee compensation
29,767,129
30,975,836
Taxes, other than income taxes
3,825,056
2,874,171
Accrued interest
660,329
608,575
14,197,143
15,533,529
Current portion of long-term debt
2,709,454
4,452,137
Total Current Liabilities
105,160,108
94,175,498
Long-term Debt, less current portion
266,607,183
211,002,691
Deferred Income Taxes
25,354,614
21,924,269
Shareholders' Equity
Serial Preferred Shares (authorized 1,000,000)
0
Common Shares, without par value (authorized 60,000,000 shares; outstanding 30,304,826 and 30,183,256 shares, respectively)
18,443,399
18,369,240
Additional paid-in capital
217,973,808
217,019,810
Accumulated other comprehensive income
5,325,473
10,934,860
Retained income
60,134,156
48,200,438
301,876,836
294,524,348
-3-Part I - Financial InformationMyers Industries, Inc.Condensed Statement of Consolidated Income
Three Months Ended
Six Months Ended
$196,754,858
$168,964,147
$382,273,385
$332,184,401
Cost and expenses
Cost of sales
138,158,853
119,240,566
262,619,428
228,617,550
Operating expenses
45,844,514
41,930,011
89,750,649
81,867,732
Interest expense, net
3,032,366
2,661,312
6,176,012
5,164,024
Total costs & expenses
187,035,733
163,831,889
358,546,089
315,649,306
Income before income taxes
9,719,125
5,132,258
23,727,296
16,535,095
Income taxes
3,616,000
1,856,000
8,768,000
6,067,000
Net income
$6,103,125
$3,276,258
$14,959,296
$10,468,095
Net income per Common Share
$.20
$.11
$.49
$.35
Dividends per Common Share
$.05
$.10
Weighted average number of Common Shares outstanding
30,266,300
30,104,277
30,238,574
30,094,844
-4-Part I - Financial InformationMyers Industries, Inc.Statement of Consolidated Cash FlowsFor the Six Months Ended June 30, 2004 and 2003
Cash Flows From Operating Activities
Items not affecting use of cash
Depreciation
18,312,955
18,143,323
Amortization of other intangible assets
1,114,431
608,125
Deferred taxes
2,077,035
1,561,904
Cash flow provided by (used for) working capital
Accounts receivable
(7,652,242
)
(1,588,140
(3,578,207
3,772,008
147,135
(676,188
Accounts payable and accrued expenses
4,881,013
(15,713,473
Net cash provided by operating activities
30,261,416
16,575,654
Cash Flows From Investing Activities
Acquisition of business, net of cash acquired
(34,918,395
Additions to property, plant and equipment, net
(10,813,378
(8,501,127
278,867
(585,208
Net cash used for investing activities
(45,452,906
(9,086,335
Cash Flows From Financing Activities
Long-term debt repayment
(8,000,000
Net borrowing (repayment) of credit facility
28,224,857
6,302,241
Deferred financing costs
(1,539,235
Cash dividends paid
(3,025,578
(3,009,859
Proceeds from issuance of common stock
1,028,156
352,882
Net cash provided by (used for) financing activities
24,688,200
(4,354,736
Increase in Cash
9,496,710
3,134,583
Cash at January 1
5,666,997
1,702,334
Cash at June 30
$4,836,917
-5-Part I - Financial InformationMyers Industries, Inc.Statement of Shareholders' EquityFor the Six Months Ended June 30, 2004
ComprehensiveIncome
CommonStock
AdditionalPaid-InCapital
AccumulativeOtherComprehensiveIncome
RetainedIncome
December 31, 2003
$18,369,240
$217,019,810
$10,934,860
$48,200,438
14,959,296
Foreign currency translation adjustment
(5,609,387)
Comprehensive income
$20,568,683
Common Stock issued
74,159
953,998
Dividends
June 30, 2004
$18,443,399
$217,973,808
$5,325,473
$60,134,156
-6-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
(1) Statement of Accounting Policy The accompanying financial statements include the accounts of Myers Industries, Inc. and subsidiaries (Company), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K. In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 2004, and the results of operations and cash flows for the three and six months ended June 30, 2004 and 2003. The results of operations for the six months ended June 30, 2004 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2004.(2) Subsequent Event On July 7, 2004, the Company acquired the operations and assets of Productivity California, Inc. (ProCal), a leading manufacturer of plastic nursery containers and specialty printed containers for professional growers. Based in South Gate, California, ProCal had net sales of approximately $28 million in 2003. The total acquisition cost was approximately $16.5 million including approximately $3.3 million in cash and 942,857 shares of the Company's stock. In addition, for a one-year period ending July 7, 2005, the Company agreed to issue additional shares of common stock in the event that shares issued in connection with the ProCal acquisition are sold at a price below the $14.00 per share value at issuance. In connection with the acquisition the Company also assumed approximately $10 million of ProCal debt. The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals and additional information become available. The results of ProCal will be included in the consolidated results of operations of the Company from the date of acquisition. On July 15, 2004, the Company announced that it was reporting to the U.S. Department of Justice and the Securities and Exchange Commission (SEC) certain international business practices that are believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by a foreign subsidiary to prohibited customers in certain international jurisdictions. These business practices have been discontinued and an investigation, which is not yet completed, is being conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its employees. The Company will seek to settle any enforcement issues arising from these matters, however, at this time the Company cannot reasonably estimate its potential liability and, therefore, has not recorded any provision for any resulting settlement or potential fines and penalties as of June 30, 2004. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question had no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.
-7-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
(3) Acquisition On March 10, 2004, the Company acquired all of the shares of ATP Automotive, Inc. (ATP), a subsidiary of Applied Tech LLC. ATP and its operating subsidiaries Michigan Rubber Products (MRP) and WEK Industries (WEK) are a manufacturer of molded rubber and plastic products for the automotive industry with manufacturing facilities in Michigan (MRP) and Ohio (WEK). The acquired businesses had 2003 annual sales of approximately $60 million. The total purchase price was approximately $61 million, which includes the assumption of ATP debt outstanding as of the acquisition date. The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals, other studies and additional information become available. The assets acquired and liabilities assumed were recorded at estimated fair market values. The preliminary allocation of the purchase price and the estimated goodwill are as follows:
(In thousands)
Assets acquired:
$9,996
Inventory
3,618
Property, plant & equipment
15,181
2,712
31,507
Liabilities assumed:
Long-term debt
(26,045
(10,724
(36,769
40,027
Less cash acquired
153
Net Cash Paid
$34,918
The results of ATP's operations are included in the Company's consolidated results of operations from the date of acquisition and are reported within the Company's manufacturing segment. The following unaudited proforma information presents a summary of consolidated results of operations for the Company and ATP as if the acquisition had occurred January 1, 2003.
-8-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
(In thousands, except per share)
Net Sales
Sales
$196,755
$184,388
$394,565
$362,612
Net Income
6,103
4,701
15,362
12,682
Net Income Per Share
.20
.16
.51
.42
(6) Long-Term Debt and Credit Agreements On February 27, 2004, the Company entered into a new unsecured revolving credit facility (the Credit Facility) which enables the Company to borrow up to $225 million, including up to $50 million available for multi-currency loans in freely traded foreign currencies. Borrowings under the new Credit Facility were used to refinance the Company's existing Multi-Currency Loan Agreement, fund the acquisition of ATP Automotive, Inc. and for general corporate purposes. Interest is based on the Prime rate or Euro dollar rate (for U.S. or Canadian dollar loans) or Eurocurrency Rate (for other multi-currency loans) plus an applicable margin that varies depending on the Company's ratio of total debt to earnings before interest, taxes, depreciation and amortization. Related financing costs will be amortized over the term of the new Credit Facility which expires in February 2009.
-9-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
(7) Retirement Plans For the Company's two defined benefit plans, the net periodic benefit cost for the six months ended June 30, 2004 and 2003 were as follows:
Service cost
$120,156
$99,153
Interest cost
166,886
159,646
Expected return on assets
(172,796
(119,943
Amortization of prior service cost
21,388
Amortization of a net loss
33,768
38,374
Amortization of transition obligation
-0-
(1,473
Net periodic pension cost
$169,402
$197,145
-10-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
(8) Segment Information (con't)
(In thousands
Distribution of aftermarket repair products and services
$43,600
$41,405
$81,153
$73,356
Manufacturing of polymer products
156,959
131,415
308,432
265,724
Intra-segment elimination
(3,804
(3,856
(7,312
(6,896
$168,964
$382,273
$332,184
Income Before Income Taxes
$4,348
$3,474
$7,408
$5,809
11,826
7,359
29,458
22,450
Corporate
(3,423
(3,040
(6,963
(6,560
Interest expense -- net
(3,032
(2,661
(6,176
(5,164
$9,719
$5,132
$23,727
$16,535
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations
-11-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
For the six months ended June 30, 2004, net sales were $382.3 million, an increase of $50.1 million or 15 percent over the prior year. Favorable foreign currency translation increased sales by $9.7 million or 3 percent compared to the prior year period and the acquisition of MRP and WEK added sales of $20.4 million in the current year. Without the benefit of acquired companies and foreign currency translation, sales for the six months ended June 30, 2004 increased $20 million or 6 percent as the Company experienced sales growth in both business segments. In the manufacturing segment, sales increased by $42.7 million or 16 percent; however, without the impact of foreign currency translation or acquired businesses, sales increased $12.8 million or 5 percent primarily due to higher unit volume. Sales in the distribution segment increased $7.8 million or 11 percent also reflecting higher unit sales. Cost of sales increased $18.9 million for the quarter and $34.0 million for the six months ended June 30, 2004 reflecting the higher sales reported for each period compared to the prior year. Gross profit, expressed as a percent of sales, was consistent between years at 29.8 percent for the quarter and 31.3 percent for the six months ended June 30,2004 compared with 29.4 percent and 31.2 percent for the prior year quarter and six months, respectively . In the distribution segment, stable selling prices and costs resulted in consistent gross profit margins between years. In the manufacturing segment, slightly higher selling prices and improved capacity utilization offset increased plastic resin raw material costsfor the trhee and six month periods ended June 30, 2004. Total operating expenses increased $3.9 million or 9 percent for the quarter ended June 30, 2004 compared to the prior year. Foreign currency translation accounted for approximately $1.1 million of this increase and the acquisition of MRP and WEK increased operating expenses by an additional $1.9 million. Excluding the impact of foreign currency translation and acquired companies, operating expenses increased only 2 percent due to increased selling expenses related to higher sales volume. Expressed as a percentage of sales, operating expenses were reduced to 23.3 percent from 24.8 percent reflecting operating efficiency initiatives and improved leverage of fixed expenses. For the six months ended June 30, 2004, operating expenses increased $7.9 million or 10 percent compared with the prior year period. Approximately 44 percent of this increase was due to the impact of foreign currency translation with additional increases of $2.3 million related to the acquired businesses. E xcluding these items, operating expenses increased by $2.1 million or 3 percent, primarily due to higher selling costs. Expressed as a percent of sales operating expenses for the six months ended June 30, 2004 declined to 23.5 percent compared to 24.6 percent in the prior year. Net interest expense increased 14 percent to $3.0 million in the quarter ended June 30, 2004, compared to $2.7 million in the prior year. For the six months June 30, 2004 interest expense increased $1.0 million to $6.2 million. The higher interest expense in the current year periods was primarily the result of higher interest rates, particularly for the $100 million of senior notes at 6.08 percent and 6.81 percent issued in December 2003. In addition, the Company increased borrowing by approximately $60 million in March 2004 in connection with the ATP acquisition. Income taxes as a percent of income before taxes increased slightly to 37.2 percent for the quarter ended June 30, 2004 compared to 36.2 percent in the prior year. The increase was the result of the impact of foreign tax differences. For the six months ended June 30, 2004, the effective tax rate of 37.0 percent was virtually identical with the prior year
-12-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
Liquidity and Capital Resources Cash provided by operating activities was $30.3 million for the six months ended June 30, 2004 compared with $16.6 million for same period in the prior year. The increased cash flow was the result of increased net income and strong working capital management. During the quarter, total debt was reduced by $2.9 million to $269.3 million, however, compared with December 31, 2003 debt has increased $53.8 million as a result of the acquisition of ATP. Debt as a percentage of total capitalization increased to 47 percent at June 30, 2004 compared with 42 percent at December 31, 2003. At June 30, 2004, the Company had working capital of $135.7 million and a current ratio of 2.3. On February 27, 2004, the Company entered into a new five year, $225 million unsecured revolving credit facility. Borrowings under the new credit facility were used to refinance the Company's then outstanding bank debt and fund the acquisition of ATP for approximately $61 million. At June 30, 2004, the Company had approximately $65 million available under the new credit facility. Capital expenditures for the six months ended June 30, 2004 were $10.8 million and are expected to be in the range of $20 million to $25 million for the full year. Management believes that cash flows from operations and available credit facilities will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital and debt service. On July 15, 2004, the Company announced that it was reporting to the U.S. Department of Justice and the Securities and Exchange Commission (SEC) certain international business practices that are believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by a foreign subsidiary to prohibited customers in certain international jurisdictions. These business practices have been discontinued and an investigation, which is not yet completed, is being conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its employees. The Company will seek to settle any enforcement issues arising from these matters, however, at this time the Company cannot reasonably estimate its potential liability and, therefore, has not recorded any provision for any resulting settlement or potential fines and penalties as of June 30, 2004. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question had no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.Item 3. Quantitative and Qualitative Disclosure About Market Risk The Company has financing arrangements that require interest payments based on floating interest rates. As such, the Company's financial results are subject to changes in the market rate of interest. Our objective in managing the exposure to interest rate changes is to limit the volatility and impact of rate changes on earnings while maintaining the lowest overall borrowing cost. At present, the Company has not entered into any interest rate swaps or other derivative instruments to fix the interest rate on any portion of its financing arrangements with floating rates.
-13-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
Some of the Company's subsidiaries operate in foreign countries and, as such, their financial results are subject to the variability that arises from exchange rate movements. The Company believes that foreign currency exchange rate fluctuations do not represent a significant market risk due to the nature of the foreign countries in which we operate, primarily Canada and Western Europe, as well as the size of those operations relative to the total Company. The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. As such, the cost of operations is subject to fluctuation as the market for these commodities changes. The Company monitors this risk but currently has no derivative contracts to hedge this risk, however, the Company also has no significant purchase obligations to purchase fixed quantities of such commodities in future periods.Item 4. Controls and Procedures As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2004. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to June 30, 2004.
-14-
Part II - Other InformationMyers Industries, Inc.
Item 1. Legal Proceedings On July 15, 2004, the Company announced that it was reporting to the U.S. Department of Justice and the Securities and Exchange Commission (SEC) certain international business practices that are believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by a foreign subsidiary to prohibited customers in certain international jurisdictions. These business practices have been discontinued and an investigation, which is not yet completed, is being conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its employees. The Company will seek to settle any enforcement issues arising from these matters, however, at this time the Company cannot reasonably estimate its potential liability and, therefore, has not recorded any provision for any resulting settlement or potential fines and penalties as of June 30, 2004. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question had no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders was held on April 21, 2004, and the following matters were voted on at that meeting.
1.
At the meeting, nine Directors were elected. The results of this voting are as follows:
Name of Director
Votes for
Votes
Withheld
Stephen E. Myers
25,461,627
2,722,036
Milton I. Wiskind
25,426,336
2,757,327
Karl S. Hay
25,561,754
2,621,909
Richard P. Johnston
25,969,805
2,213,858
Richard Osborne
25,996,386
2,187,279
Jon H. Outcalt
25,595,724
2,587,940
Michael Kane
26,078,359
2,105,305
Edward Kissel
26,087,451
2,096,213
Keith A. Brown
25,599,723
2,583,941
Item 5. Other Information.
-15-
Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (see Exhibit Index page, below) (b) Reports on Form 8-K (1) Form 8-K filed with the Commission on April 23, 2004 whereby the registrant issued a press release announcing earnings results for the quarter ended March 31, 2004. (2) Form 8-K/A filed with the Commission on April 23, 2004, whereby the registrant issued a press release announcing earnings results for the quarter ended March 31, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MYERS INDUSTRIES, INC.
Date:
August 6, 2004
By:
/s/ Gregory J. Stodnick
Gregory J. Stodnick
Vice President-Finance
Financial Officer (Duly Authorized
Officer and Principal Financial
And Accounting Officer)
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)(b) to Form 10-K filed with the Commission on March 26, 2003.
10(a)
Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 2001.
10(b)
Form of Indemnification Agreement for Directors and Officers. Reference is made to Exhibit 10(b) to Form 10-K filed with the Commission on March 30, 2001.*
10(c)
Myers Industries, Inc. Amended and Restated 1992 Stock Option Plan. Reference is made to Exhibit 10(c) to Form 10-K filed with the Commission on March 30, 2001.*
10(d)
Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 10(d) to Form 10-K filed with the Commission on March 30, 2001.
10(e)
Myers Industries, Inc. 1997 Incentive Stock Plan. Reference is made to Exhibit 10.2 to Form S-8 (Registration Statement No. 333-90367) filed with the Commission on November 5, 1999.*
10(f)
Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) to Form 10-Q filed with the Commission on May 6, 2003.*
10(g)
Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit (10)(g) to Form 10-K filed with the Commission on March 26, 2003.*
10(h)
Employment Letter between Myers Industries, Inc. and John C. Orr dated February 14, 2003. Reference is made to Exhibit 10(h) to Form 10-Q filed with the Commission on May 6, 2003.*
10(i)
Change of Control Agreement between Myers Industries, Inc. and John C. Orr dated February 14, 2003. Reference is made to Exhibit 10(i) to Form 10-Q filed with the Commission on May 6, 2003.*
10(j)
Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and John C. Orr dated July 18, 2000. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on May 6, 2003.*
10(k)
Supplemental Compensation Agreement for Milton I. Wiskind dated April 25, 1996. Reference is made to Exhibit (10)(h) to Form 10-K filed with the Commission on March 26, 2003.*
10(l)
Employment Contract between Myers Europe, SA (fka Myers AE, SA) and Jean-Paul Lesage dated February 1, 1999. Reference is made to Exhibit (10)(i) to Form 10-K filed with the Commission on March 26, 2003.*
10(m)
Description of the terms of employment between Myers Industries, Inc. and Kevin C. O'Neil dated June 10, 2003. Reference is made to Exhibit (10)(j) to Form 10-K filed with the Commission on March 26, 2003.*
10(n)
Amended and Restated Loan Agreement between Myers Industries, Inc. and Banc One, NA, Agent dated as of February 27, 2004. Reference is made to Exhibit 10(n) to Form 10-K filed with the Commission on March 15, 2004
10(o)
First Amendment to Amended and Restated Loan Agreement between Myers Industries, Inc. and Banc One, NA, Agent, dated as of June 18, 2004.
10(p)
Note Purchase Agreement between Myers Industries, Inc. and the Note Purchasers, dated December 12, 2003, regarding the issuance of (i) $65,000,000 of 6.08% Series 2003-A Senior Notes due December 12, 2010, and (ii) $35,000,000 of 6.81% Series 2003-A Senior Notes due December 12, 2013. Reference is made to Exhibit 10(o) to Form 10-K filed with the Commission on March 15, 2004.
21
Myers Industries, Inc., Direct and Indirect Subsidiaries as of July 7, 2004
31.1
Certification of Stephen E. Myers, President and Chief Executive Officer of Myers Industries, Inc, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Gregory J. Stodnick, Vice President-Finance (Chief Financial Officer) of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certifications of Stephen E. Myers, President and Chief Executive Officer, and Gregory J. Stodnick, Vice President--Finance (Chief Financial Officer), of Myers Industries, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
______________* Indicates executive compensation plan or arrangement.
Exhibit 31.1
Certification Per Section 302 of the Sarbanes-Oxley Act of 2003
I, Stephen E. Myers, Chief Executive Officer of Myers Industries, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e); and 15d-15(e)) for the registrant and we have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: August 6, 2004
/s/ Stephen E. Myers
Stephen E. Myers, Chief Executive Officer
Exhibit 31.2
I, Gregory J. Stodnick, Chief Financial Officer of Myers Industries, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report 4. The registrant's other certifying officers(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e); and 15d-15(e)) for the registrant and we have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrants's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
/s/ Gregory J Stodnick
Gregory J Stodnick, Chief Financial Officer
Exhibit 32
CERTIFICATIONSPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Dated: August 6, 2004
In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on Form 10-Q for the period ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gregory J. Stodnick, Vice President-Finance (Chief Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge: (1) The Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2004 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Gregory J. Stodnick, Vice President-Finance