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, 2000 COMMISSION FILE NUMBER 1-8524 MYERS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) OHIO 34-0778636 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 1293 S. MAIN STREET, AKRON, OHIO 44301 (330) 253-5592 (Address of Principal Executive Offices) (Zip Code) (Telephone Number) SECURITIES REGISTERED PURSUANT TO NAME OF EACH EXCHANGE SECTION 12(B) OF THE ACT: ON WHICH REGISTERED: Common Stock, Without Par Value American Stock Exchange (Title of Class) SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of February 28, 2001: $239,801,675. Indicate the number of shares outstanding of registrant's common stock as of February 28, 2001: 21,604,583 Shares of Common Stock, without par value.
2 DOCUMENTS INCORPORATED BY REFERENCE (1) Portions of Registrant's Notice of 2001 Annual Meeting and Proxy Statement, dated March 21, 2001, in Part III (Items 10, 11, 12 and 13) CROSS REFERENCE SHEET PURSUANT TO FORM 10-K GENERAL INSTRUCTION G(4) <TABLE> <CAPTION> PART/ITEM FORM 10-K HEADING REFERENCE MATERIAL --------- ----------------- ------------------ <S> <C> <C> III/10 Directors and Executive Officers of the Registrant . . . . . Proxy Statement(1) pages 3 through 7 III/11 Executive Compensation . . . . . . . . . . . . . . . . . . . Proxy Statement pages 9 through 13 III/12 Security Ownership of Certain Beneficial Owners Proxy Statement and Management . . . . . . . . . . . . . . . . . . . . . . . pages 3 through 7, page 11, and page 17 III/13 Certain Relationships and Related Transactions . . . . . . . Proxy Statement page 8 </TABLE> - -------------------- (1) Registrant's Notice of 2001 Annual Meeting of Shareholders and Proxy Statement
3 PART I ITEM 1. BUSINESS (A) GENERAL DEVELOPMENT OF BUSINESS In 2000, Myers Industries, Inc. (Company) achieved record sales for the ninth straight year, but net income fell below 1999 levels and ended a four year run of record earnings. Net sales for the fourth quarter were $171.3 million, up three percent from the same period last year. Net income was $4.5 million down 54 percent from $9.8 million in 1999, and net income per share was $.21 down 52 percent from $.44 per share last year. For the year, net sales were $652.7 million, an increase of 12 percent over the $580.8 million reported in 1999. Net income for the year was $24.0 million, down 23 percent from $31.2 million in 1999, and net income per share was $1.11, a 21 percent decrease from the $1.41 earned in 1999. Both the fourth quarter and full year net income figures reflect a $1.9 million after tax restructuring charge, or $.09 per share, related to the closing of a manufacturing facility. In October 2000, the Company acquired R.B. Manufacturing Company, a Sandusky, Ohio Manufacturer of material handling carts and Best Plastics, Inc., a Cassopolis, Michigan manufacturer of vacuum formed and rotational molded plastic products for the recreational vehicle, automotive, industrial and agriculture industries. (B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS The response to this section of Item 1 is contained in the Industry Segments footnote of the Notes to Consolidated Financial Statements under Item 8 of this report. (C) DESCRIPTION OF BUSINESS The Company conducts its business activities in two segments, Manufacturing and Distribution. For the fiscal year ended December 31, 2000, the Manufacturing Segment generated approximately 76% of sales, while the Distribution Segment contributed approximately 24% of sales. Our Manufacturing Segment designs, manufactures, and markets a variety of plastic and rubber products, ranging from plastic material handling containers and storage boxes to rubber OEM parts and tire repair materials. These products are made through a variety of molding processes in 25 facilities located throughout North America and Europe. Our Distribution Segment is engaged in the distribution of tools, equipment, and supplies used for tire and wheel service and automotive underbody repair. The Distribution Segment operates through 42 branches located in major cities throughout the United States and in foreign countries through export and businesses in which we hold an equity interest. Our Manufacturing Segment In our Manufacturing Segment, we design, manufacture, and market more than 11,000 products from plastic and rubber. We currently operate 18 manufacturing
4 facilities in the United States, six in Western Europe and one in Canada. Our manufactured plastic and rubber products are sold nationally and internationally by a direct sales force and through independent sales representatives. KEY MANUFACTURED PRODUCT AREAS " Reusable Plastic Material Handling Containers " Plastic Planters " Plastic Storage & Organization Products " Plastic Storage Tanks " Plastic and Metal Material Handling Carts " Rubber OEM & Replacement Parts " Tire Repair & Retreading Products " Custom Rubber Sheet Stock " Reflective Highway Marking Products PRODUCT BRANDS " Buckhorn " Akro-Mils " Allibert Equipement " Ameri-Kart " Buckhorn Rubber " Dillen " Listo " Patch Rubber " raaco MANUFACTURING CAPABILITIES " Plastic & Rubber Injection Molding " Compression Molding " Winding Extrusion " Vacuum Forming " Rotational Molding " Rubber Compounding & Calendering " Rubber-to-Metal Bonding REPRESENTATIVE MARKETS " Agriculture " Automotive " Chemical " Construction " Consumer " Food Processing & Distribution " General Industrial " Healthcare " Horticulture " Marine/Watercraft " Recreational Vehicle " Telecommunications " Tire Repair & Retread " Transportation " Waste Collection " Water Control Our largest product line is reusable plastic material handling containers. These products help customers efficiently and economically move products and reduce solid waste in closed-loop distribution systems. We are one of the leading manufacturers of these material handling products, which include collapsible bulk boxes, hand-held containers and trays, small parts bins, pallets, and a variety of other specialty items. We believe that we are one of the few manufacturers positioned to supply material handling product solutions to customers worldwide. 2
5 Our material handling products are utilized for shipping and handling a wide range of industrial and commercial items, including automotive, appliance, and electronic components; food products such as meat, poultry, and produce; bulk seed and feed; health and beauty care products; apparel and textiles; and hardware. These products deliver specific cost-saving and productivity benefits to our customers. At the Saturn plant in Springhill, Tennessee, our containers and pallets are reused hundreds of times to carry fasteners and bumpers from suppliers directly to the assembly area, reducing the scrap rate and eliminating costly solid waste from cardboard boxes and wood pallets. Chicken delivered to KFC restaurants across the United States comes in the reusable container that we pioneered; the container better protects the chicken during transport and is more sanitary than cardboard boxes. Our plastic bins are used on assembly lines, at distribution centers, and in retail outlets throughout the world to organize small parts and other items. Growers, retailers, and consumers use our plastic planters and trays to create plant and floral displays. We manufacture a broad line of indoor/outdoor decorative planters, pots, bowls, window boxes, urns, and grower containers and trays; we are also North America's largest producer of hanging baskets. These items serve the needs of the grower at greenhouses and nurseries, as well as retail garden centers, home centers, and mass merchandisers such as Target(R), K-Mart(R), and Wal-Mart(R). For consumers, we adapt storage solutions for industry to home and office settings. Our popular KeepBox(TM) containers help consumers organize everything from holiday decorations to school supplies. Storage organizers and cabinets provide efficient storage for small items and accessories in the home workshop or at the office. Hobbyists and craftsmen use our popular CraftDesign(TM) products for efficient, portable storage of craft, sewing, and art supplies. Part of our product line is plastic storage tanks used for storage and transport of a wide variety of solid and liquid materials. These tanks are produced in the United States using rotational molding and in Europe with both winding extrusion and rotational molding. Our extruded tanks are primarily used for storage in industries such as chemical and water treatment and are an effective alternative to stainless steel tanks, giving customers the same performance for a lower price. For industries such as agriculture, plastics, and food, our roto-molded tanks are commonly used as intermediate bulk containers (IBCs), transporting material from one location to another or as a temporary storage vessel; these uses are often "returnable" applications, in which the tanks can be reused for multiple round trips in a closed loop distribution system. We manufacture plastic carts used in material handling and waste collection. Manufacturers apply our carts and dumpers for in-plant transport of products and scrap. More than 600 municipalities use the carts for residential waste collection. From seals for water supply lines to hood latches and air hose assemblies for trucks, our engineered, molded OEM and replacement parts meet precise specifications for the waterworks, agriculture, transportation, and civil construction industries. Specialized manufacturing expertise enables us to create a range of specific-performance custom rubber products, including rubber-to-metal bonded items used in marine and maintenance equipment, watercontrol, and environmental applications. More than 50 years ago we started making tire patches. We now offer the most comprehensive line of tire repair and retreading products in the United States. To service the nearly 221 million damaged tires that occur each year, we make all the materials and products customers need to perform safe and profitable tire repairs: the plug that fills a puncture, the cement that seats the plug, the tire innerliner patch, and the final sealing compound. Our products are used to repair the smallest puncture in passenger tires and the most severe tear in large, off-the-road tires. Our calendered rubber sheet stock is used in many applications. The telecommunications industry splices cabling with our specialty tapes. In the mining industry, our materials are used to create linings for material handling conveyor systems. 3
6 Another of our custom sheet stocks is used as the base material to produce the world's top-selling line of golf grips, "Golf Pride(R)" We have applied our rubber calendering and compounding expertise to create reflective marking products for the road repair and construction industry. Transportation professionals use our reflective tape striping, symbols, and legends for marking roadways, intersections, and hazardous areas. Our tape stock is easier to apply, more reflective, and longer lasting than paint. We make the tape in both temporary and permanent grades. The Company's Manufacturing business is dependent upon outside suppliers for raw materials, principally polyethylene, polypropylene, polystyrene and synthetic and natural rubber. We believe that the loss of any one supplier or group of suppliers would not have a materially adverse effect on our business, since in most instances identical or similar materials are readily obtainable from other suppliers. Our Distribution Segment In our Distribution Segment, we are the largest distributor of tools, equipment, and supplies to tire, wheel, and automotive underbody service specialists in the United States. We buy and sell nearly 10,000 different tool, equipment, and supply items ranging from computerized alignment systems and tire balancers to tire patches, repair cement, and small hand tools KEY DISTRIBUTION PRODUCTS " Tire Valves & Accessories " Tire Changing & Balancing Equipment " Lifts & Alignment Equipment " Service Equipment & Tools " Tire Repair/Retread Equipment & Supplies PRODUCT BRAND " Myers Tire Supply CAPABILITIES " Local Sales & Inventory " International Distribution " Broad Sales Coverage " Personalized Service " Customer Product Training " National Accounts " 67 Years of Expertise in Tire Repair & Retreading REPRESENTATIVE MARKETS " Retail Tire Dealers " Truck Tire Dealers " Auto Dealers " Commercial Auto & Truck Fleets " Tire Retreaders " General Repair Facilities Within the continental United States, we provide widespread distribution and sales coverage from 42 branches in 31 states. Each branch operates as a profit center and is staffed by a branch manager, salespeople, office, warehouse, and delivery personnel. Internationally, we have five wholly owned warehouse distributors located in Canada and Central America. 4
7 We also own interests in several foreign warehouse distributors. Sales personnel from our Akron, Ohio headquarters cover the Far East, Middle East, South Pacific and South American territories. We buy products from top suppliers to ensure quality is delivered to our customers. Each of the brand-name products we sell is associated with superior performance in its respective area. Some of these leading brands include: Chicago Pneumatic air tools; Hennessy tire changing, balancing, and alignment equipment; Corghi tire changers and balancers; Ingersoll-Rand air service equipment; John Bean Co. tire balancing and changing equipment; our own Patch Rubber brand tire patches, cements, and repair supplies; and Rotary lifts and related equipment. An essential element of our success in the Distribution segment is our 180 sales representatives, who deliver personalized service on a local level. Customers rely on Myers" sales representatives to introduce the latest tools and technologies and provide training in new product features and applications. Representatives also teach the proper use of diagnostic equipment, and present on-site workshops demonstrating industry approved techniques for tire repair and undercar service. COMPETITION Competition in the Manufacturing business is substantial and varied in form and size from manufacturers of similar products and of other products which can be readily substituted for those produced by the Company. Competition in the Distribution business is generally from local and regional businesses. EMPLOYEES As of December 31, 2000 the Company had a total of 4,383 full-time and part-time employees. Of these employees, 3,637 were engaged in the Manufacturing business, 647 were employed in the Distribution business and 99 were employed at the Company's Corporate offices. Approximately 10% of the Company's employees are members of unions, however, in certain countries in which the Company operates union membership is not known due to confidentiality laws. The Company believes it has a good relationship with its union employees. (D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES The Response to this section of Item 1 is contained in the Industry Segments footnote of the Notes to Consolidated Financial Statements under Item 8 of this Report. ITEM 2. PROPERTIES The following table sets forth by segment certain information with respect to properties owned by the Registrant: DISTRIBUTION <TABLE> <CAPTION> APPROXIMATE APPROXIMATE FLOOR LAND SPACE AREA PLANT LOCATION (SQUARE FEET) (ACRES) USE -------------- ------------- ------- --- <S> <C> <C> <C> Akron, Ohio................ 129,000 8 Executive offices and warehousing Akron, Ohio................ 60,000 5 Warehousing </TABLE> 5
8 <TABLE> <S> <C> <C> <C> Akron, Ohio................ 31,000 2 Warehousing Pomona, California......... 17,700 1 Sales and distribution Englewood, Colorado........ 9,500 1 Sales and distribution San Antonio, Texas......... 4,500 1 Sales and distribution Phoenix, Arizona........... 8,200 1 Sales and distribution Akron, Ohio................ 8,000 1 Leased to non-affiliated party Houston, Texas............. 7,900 1 Sales and distribution Indianapolis, Indiana...... 7,800 2 Sales and distribution Cincinnati, Ohio........... 7,500 1 Sales and distribution York, Pennsylvania......... 7,400 3 Sales and distribution Atlanta, Georgia........... 7,000 1 Sales and distribution Minneapolis, Minnesota..... 5,500 1 Sales and distribution Charlotte, North Carolina.. 5,100 1 Sales and distribution Syracuse, New York......... 4,800 1 Sales and distribution Franklin Park, Illinois.... 4,400 1 Sales and distribution MANUFACTURING Gaillon, France............ 500,000 23 Manufacturing and distribution Middlefield, Ohio.......... 400,000 24 Manufacturing and distribution Nykobing, Falster Denmark.. 227,000 68 Manufacturing and distribution Springfield, Missouri...... 227,000 19 Manufacturing and distribution Dawson Springs, Kentucky... 209,000 36 Manufacturing and distribution Wadsworth, Ohio............ 197,000 23 Manufacturing and distribution Hannibal, Missouri......... 196,000 10 Manufacturing and distribution Sparks, Nevada............. 185,000 11 Manufacturing and distribution Bluffton, Indiana.......... 175,000 17 Manufacturing and distribution Roanoke Rapids, N. Carolina 172,000 20 Manufacturing and distribution Shelbyville, Kentucky...... 160,000 8 Manufacturing and distribution Sandusky, Ohio............. 155,000 8 Manufacturing and distribution Bristol, Indiana........... 139,000 12 Manufacturing and distribution Akron, Ohio................ 121,000 17 Manufacturing and distribution Gloucester, England........ 118,000 3 Manufacturing and distribution Dayton, Ohio............... 85,000 5 Manufacturing and distribution Palua De Plegamans, Spain.. 85,000 7 Manufacturing and distribution Prunay, France............. 71,000 4 Manufacturing and distribution Goddard, Kansas............ 62,000 7 Manufacturing and distribution Santa Perpetua De Mogoda, 61,000 3 Manufacturing and distribution Spain...................... Fostoria, Ohio............. 50,000 3 Manufacturing and distribution Akron, Ohio................ 49,000 6 Manufacturing and distribution Surrey, B.C., Canada....... 42,000 3 Manufacturing and distribution </TABLE> 6
9 <TABLE> <S> <C> <C> <C> Ontario, California........ 40,000 2 Distribution and warehousing Mebane, North Carolina..... 30,000 5 Manufacturing and distribution </TABLE> The following table sets forth by segment certain information with respect to facilities leased by the Registrant: <TABLE> <CAPTION> APPROXIMATE EXPIRATION DATE FLOOR SPACE OF LEASE USE LOCATION (SQUARE -------- --- -------- -------- FEET) ----- MANUFACTURING <S> <C> <C> <C> Cassopolis, Michigan... 210,000 October 31, 2005 Manufacturing and distribution Orbassano, Italy....... 3,000 December 31, 2001 Sales and distribution Wielselberg, Austria... 6,000 December 31, 2001 Sales and distribution Stanton, Harcourt, 12,000 December 31, 2001 Sales and distribution England................ Maia, Portugal......... 13,000 November 25, 2001 Sales and distribution Nivelles, Belgium...... 14,000 March 14, 2006 Sales and distribution Pianezza, Italy........ 17,000 December 31, 2001 Sales and distribution Milford, Ohio.......... 22,000 August 31, 2001 Sales and distribution Nanterre Cedex, France. 25,000 April 30, 2008 Administration and sales Brampton, Ontario,..... 43,000 September 30, 2005 Sales and distribution Canada................. Mulheim, Germany....... 54,000 December 31, 2005 Sales and distribution Droitwich, England..... 73,000 December 31, 2002 Sales and distribution </TABLE> - ---------- The Registrant also leases distribution facilities in 32 locations throughout the United States and Canada which, in the aggregate, amount to approximately 167,000 square feet of warehouse and office space. All of these locations are used by the distribution of aftermarket repair products and services segment. The Registrant believes that all of its properties, machinery and equipment generally are well maintained and adequate for the purposes for which they are used. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings other than ordinary routine litigation incidental to the Registrant's business. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the fourth quarter of the fiscal year ended December 31, 2000, there were no matters submitted to a vote of security holders. 7
10 EXECUTIVE OFFICERS OF THE REGISTRANT Set forth below is certain information concerning the executive officers of the Registrant. Executive officers are elected annually by the Board of Directors and serve at the pleasure of the Board. YEARS AS NAME AGE EXECUTIVE OFFICER TITLE ---- --- ----------------- ----- Stephen E. Myers......... 57 28 President and Chief Executive Officer Milton I. Wiskind........ 75 29 Senior Vice President and Secretary Gregory J. Stodnick...... 58 21 Vice President -- Finance Jean-Paul Lesage......... 56 1 Vice President Each executive officer has been principally employed in the capacities shown or similar ones with the Registrant for over the past five years except for Mr. Lesage who is employed by Allibert Equipment S.A., a French corporation acquired by the Company in February 1999. Mr. Lesage became an officer of the Company on June 30, 2000. Prior to the acquisition Mr. Lesage was employed in a similar capacity as Director General of Allibert Equipment S.A., a subsidiary of Sommer Allibert S.A. Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant's Directors, certain of its executive officers and persons who own more than ten percent of its Common Stock ("Insiders") to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the American Stock Exchange, Inc., and to furnish the Company with copies of all such forms they file. The Company understands from the information provided to it by the Insiders that they adhered to all filing requirements. 8
11 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is traded on the American Stock Exchange (ticker symbol MYE). The approximate number of record holders at December 31, 2000 was 2,165. High and low stock prices and dividends for the last two years were: <TABLE> <CAPTION> 2000 SALES PRICE DIVIDENDS ---- ----------- --------- QUARTER ENDED HIGH LOW PAID ------------- ---- --- ---- <S> <C> <C> <C> March 31.................................. 14.55 10.63 .055 June 30................................... 13.01 9.77 .055 September 30.............................. 14.25 10.00 .06 December 31............................... 14.75 9.63 .06 <CAPTION> 1999 SALES PRICE DIVIDENDS ---- ----------- --------- QUARTER ENDED HIGH LOW PAID ------------- ---- --- ---- <S> <C> <C> <C> March 31.................................. 25.00 15.70 .045 June 30................................... 20.40 16.43 .045 September 30.............................. 20.66 15.79 .055 December 31............................... 16.54 11.59 .055 </TABLE> 9
12 ITEM 6. SELECTED FINANCIAL DATA MYERS INDUSTRIES, INC. AND SUBSIDIARIES FIVE-YEAR SUMMARY <TABLE> <CAPTION> 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> OPERATIONS FOR THE YEAR Net sales ..................... $652,659,900 $580,760,740 $392,019,900 $339,625,585 $320,943,771 Cost of sales ................ 435,081,945 367,635,460 256,506,103 232,376,615 219,152,386 Selling ...................... 85,632,525 83,352,607 47,959,466 39,322,295 36,170,478 General and administrative ... 68,675,568 60,265,518 38,181,368 29,613,322 29,720,351 Interest -- net .............. 22,360,255 15,205,809 887,873 247,570 285,290 ------------ ------------ ------------ ------------ ------------ 611,750,293 526,459,394 343,534,810 301,559,802 285,328,505 ------------ ------------ ------------ ------------ ------------ Income before income taxes .... 40,909,607 54,301,346 48,485,090 38,065,783 35,615,266 Income taxes .................. 16,909,000 23,125,000 19,806,000 15,727,000 14,612,000 ------------ ------------ ------------ ------------ ------------ Net Income .................... $ 24,000,607 $ 31,176,346 $ 28,679,090 $ 22,338,783 $ 21,003,266 ------------ ------------ ------------ ------------ ------------ Net income per share* ......... $ 1.11 $ 1.41 $ 1.29 $ 1.00 $ .93 ------------ ------------ ------------ ------------ ------------ FINANCIAL POSITION -- AT YEAR END Total Assets ................. $624,796,924 $600,409,632 $306,707,788 $224,077,922 $207,121,727 ------------ ------------ ------------ ------------ ------------ Current assets ............... 219,307,253 206,990,990 153,650,201 107,426,627 106,309,880 Current liabilities .......... 115,583,184 102,244,419 51,233,510 39,643,522 36,853,013 ------------ ------------ ------------ ------------ ------------ Working capital .............. 103,724,069 104,746,571 102,416,691 67,783,105 69,456,867 Other assets ................. 201,291,971 203,923,134 43,614,594 26,100,386 20,151,914 Property, plant and ........ 204,197,700 189,495,508 109,442,993 90,550,909 80,659,933 Less: Long-term debt ............ 284,273,097 280,103,906 48,832,240 4,261,257 4,569,396 Deferred income taxes ..... 11,037,935 10,314,490 3,953,185 3,496,196 3,254,327 ------------ ------------ ------------ ------------ ------------ SHAREHOLDERS' EQUITY ............ $213,902,708 $207,746,817 $202,688,853 $176,676,947 $162,444,991 ------------ ------------ ------------ ------------ ------------ COMMON SHARES OUTSTANDING ....... 21,590,012 21,986,191 22,189,054 22,117,464 22,433,378 ------------ ------------ ------------ ------------ ------------ BOOK VALUE PER COMMON SHARE* .... $ 9.91 $ 9.45 $ 9.13 $ 7.99 $ 7.24 ------------ ------------ ------------ ------------ ------------ OTHER DATA Dividends paid ............... $ 4,969,876 $ 4,626,471 $ 4,027,721 $ 3,529,921 $ 3,049,642 Dividends paid per Common Share* .............. 0.22 0.20 0.18 0.16 0.14 ------------ ------------ ------------ ------------ ------------ Average Common Shares Outstanding during the year* .... 21,693,244 22,183,612 22,148,810 22,346,711 22,529,206 ============ ============ ============ ============ ============ </TABLE> *Adjusted for the ten percent stock dividends paid in August, 2000, August, 1999 and August, 1997. 10
13 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION 2000 RESULTS OF OPERATIONS Net sales for the year ended December 31, 2000, increased $71.9 million, or 12 percent to a record $652.7 million. Excluding contributions from acquisitions, total net sales would have increased 3 percent. Sales in the distribution segment decreased 2 percent for the year as sales of capital equipment, the more cyclical part of the distribution segment, continued to be weak. In the manufacturing segment, sales increased 18 percent over the comparable 12 months. Excluding acquisitions, sales in the manufacturing segment increased 5 percent for the year. The translation effect of the euro reduced total sales and manufacturing segment sales by $20.0 million for the year. Without the translation effect and excluding acquisitions, both total sales and manufacturing segment sales would have increased 6 percent for the year. Cost of sales increased $67.4 million, or 18 percent, reflecting the higher sales levels and increased cost of raw materials, mainly plastic resins, which reduced gross profit as a percentage of sales from 36.7 percent in 1999 to 33.3 percent in 2000. Total operating expenses increased $10.7 million, or 7 percent, to $154.3 million. Expressed as a percentage of sales, operating expenses were 23.6 percent in 2000 and 24.7 percent in 1999. This improvement reflects the integration of the various acquisitions made during the past two years. Net interest expense increased $7.2 million to $22.4 million for the year. This increase reflects the higher average borrowing levels resulting from acquisitons combined with slightly higher rates. Income taxes as a percent of sales was 41.3 percent for 2000 compared to 42.6 percent in the prior year. This decrease is attributable to foreign tax rate differences. 1999 RESULTS OF OPERATIONS Net sales for the year ended December 31, 1999, increased $188.7 million or 48 percent to a record $580.8 million. Sales in the Manufacturing segment increased $188.2 million or 77 percent primarily due to the impact of acquired companies. Excluding acquisitions, sales in the Manufacturing segment increased 6 percent primarily as a result of higher unit volumes. Sales in the Distribution segment for 1999 were essentially unchanged from the prior year. On a pro-forma basis, reflecting the acquired businesses as if they had been included for the full fiscal years 1999 and 1998, total sales were up 7 percent in the current year. Cost of sales increased $111.1 million or 43 percent reflecting the higher sales levels; however, gross profit as a percentage of sales increased to 36.7 percent from 34.6 percent in the prior year as the Company experienced improvements in both of its business segments. In the Manufacturing segment, the impact of acquired companies and greater utilization of plant capacity provided the improvements that offset higher raw material costs. In the Distribution segment, margins improved as a result of increased sales on higher margin supplies versus equipment. Total operating expenses increased $57.5 million or 67 percent to $143.6 million for the year ended December 31, 1999. This increase is the result of higher selling costs associated with the increase in sales combined with the impact of acquired companies. Expressed as a percentage of sales, operating expenses were 24.7 percent in 1999 compares with 22.0 percent in the prior year. This reduction in operating expense leverage is primarily due to the different operating expense structure of Allibert Equipement acquired during the current year. Net interest expense increased $14.3 million to $15.2 million for the year ended December 31, 1999. This increase reflects the substantially higher borrowing levels resulting from business acquisitions combined with slightly higher rates. 11
14 Income taxes as a percent of income before taxes was 42.6 percent for 1999 compared to 40.8 percent in the prior year. The higher effective tax rate is attributable to an increase in non-deductible amortization expense combined with foreign tax rate differences. FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES In 2000, the Company generated cash from operating activities of $67.3 million. Investments in property, plant and equipment were $43.6 million, and additional funds of $18.2 million were used to make business acquisitions. As a result of this activity, long-term debt increased $4.2 million and debt as a percentage of total capitalization stayed constant at 58 percent. At December 31, 2000, the Company had working capital of $103.7 million and a current ratio of 1.9 to 1. At December 31, 2000, available borrowing under the Company's revolving credit facility was approximately $26 million. In addition, there is an uncommitted $25 million springing facility. During the next five years management anticipates on-going capital expenditures in the range of $30 to $35 million annually. Cash flows from operations and funds available under existing credit facilities will provide the Company's primary source of future financing. Management believes that it has sufficient financial resources to meet anticipated business requirements in the foreseeable future, including capital expenditures, dividends, working capital and debt service. FORWARD LOOKING INFORMATION Statements contained in this report concerning the Company's goals, strategies, and expectations for business and financial results may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on current indicators and expectations. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the applicable statements. Such risks include, but are not limited to, fluctuations in product demand, market acceptance, general economic conditions in domestic and international markets, competition, difficulties in manufacturing operations, raw material availability, and others. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements and accompanying notes and the reports of management and independent accountants follow Item 9 of this Report. 12
15 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED) SUMMARIZED QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA <TABLE> <CAPTION> QUARTER ENDED 2000 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL ------------------ -------- ------- -------- ------- ----- <S> <C> <C> <C> <C> <C> NET SALES................ $161,586 $166,235 $153,548 $171,291 $652,660 GROSS PROFIT............. 56,954 57,135 47,815 55,674 217,578 NET INCOME............... 8,332 8,059 3,150 4,460 24,001 PER SHARE................ .38 .37 .15 .21 1.11 <CAPTION> QUARTER ENDED 1999 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL ------------------ -------- ------- -------- ------- ----- <S> <C> <C> <C> <C> <C> NET SALES................ $126,746 $147,643 $139,769 $166,603 $580,761 GROSS PROFIT............. 47,227 54,151 48,255 63,492 213,125 NET INCOME............... 8,268 9,167 3,966 9,775 31,176 PER SHARE................ .37 .42 .18 .44 1.41 </TABLE> REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS We have audited the accompanying statements of consolidated financial position of Myers Industries, Inc. (an Ohio Corporation) and Subsidiaries as of December 31, 2000 and 1999, and the related statements of consolidated income, shareholders' equity and comprehensive income and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Myers Industries, Inc. and Subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN LLP /s/ Arthur Andersen LLP Cleveland, Ohio, February 8, 2001 13
16 MYERS INDUSTRIES, INC. AND SUBSIDIARIES Statements Of Consolidated Income For The Years Ended December 31, 2000, 1999 and 1998 <TABLE> <CAPTION> 2000 1999 1998 ---- ---- ---- <S> <C> <C> <C> Net sales ...................................................... $ 652,659,900 $ 580,760,740 $ 392,019,900 Cost of sales .................................................. 435,081,945 367,635,460 256,506,103 ------------- ------------- ------------- Gross profit ................................................. 217,577,955 213,125,280 135,513,797 ------------- ------------- ------------- Operating expenses Selling ...................................................... 85,632,525 83,352,607 47,959,466 General and administrative ................................... 68,675,568 60,265,518 38,181,368 ------------- ------------- ------------- 154,308,093 143,618,125 86,140,834 ------------- ------------- ------------- Operating income .......................................... 63,269,862 69,507,155 49,372,963 ------------- ------------- ------------- Interest Income ....................................................... (972,248) (753,648) (1,515,186) Expense ...................................................... 23,332,503 15,959,457 2,403,059 ------------- ------------- ------------- 22,360,255 15,205,809 887,873 ------------- ------------- ------------- Income before income taxes ..................................... 40,909,607 54,301,346 48,485,090 Income taxes ................................................... 16,909,000 23,125,000 19,806,000 ------------- ------------- ------------- Net income ..................................................... $ 24,000,607 $ 31,176,346 $ 28,679,090 ------------- ------------- ------------- Net income per share ........................................... $ 1.11 $ 1.41 $ 1.29 ============= ============= ============= </TABLE> The accompanying notes are an integral part of these statements. 14
17 MYERS INDUSTRIES, INC. AND SUBSIDIARIES Statements Of Consolidated Financial Position As Of December 31, 2000 and 1999 <TABLE> <CAPTION> 2000 1999 ------------- ------------- <S> <C> <C> ASSETS CURRENT ASSETS Cash and temporary cash investments ......................................... $ 2,177,983 $ 1,094,300 Accounts receivable -- less allowances of $3,644,000 and $3,810,000 respectively.............................................................. 125,921,325 115,754,304 Inventories Finished and in-process products ......................................... 66,143,998 65,145,885 Raw materials and supplies ............................................... 22,660,460 19,275,065 ------------- ------------- 88,804,458 84,420,950 Prepaid expenses ............................................................ 2,403,487 5,721,436 ------------- ------------- TOTAL CURRENT ASSETS .......................................................... 219,307,253 206,990,990 OTHER ASSETS Excess of cost over fair value of net assets of companies acquired .......... 194,205,707 196,694,408 Patents and other intangible assets ......................................... 2,955,593 2,725,345 Other ....................................................................... 4,130,671 4,503,381 ------------- ------------- 201,291,971 203,923,134 PROPERTY, PLANT AND EQUIPMENT, AT COST Land ........................................................................ 7,365,005 6,841,222 Buildings and leasehold improvements ........................................ 73,988,070 62,982,807 Machinery and equipment ..................................................... 267,938,360 238,240,041 ------------- ------------- 349,291,435 308,064,070 Less allowances for depreciation and amortization ........................... 145,093,735 118,568,562 ------------- ------------- 204,197,700 189,495,508 ------------- ------------- $ 624,796,924 $ 600,409,632 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable ............................................................ $ 49,964,169 $ 39,620,814 Accrued expenses Employee compensation and related items .................................. 25,516,152 26,963,274 Taxes, other than income taxes ........................................... 2,481,602 2,086,045 Income taxes ............................................................. 51,814 1,326,344 Accrued interest ......................................................... 2,834,366 1,180,638 Other .................................................................... 18,842,080 18,593,223 Current portion of long-term debt ........................................... 15,893,001 12,474,081 ------------- ------------- TOTAL CURRENT LIABILITIES ..................................................... 115,583,184 102,244,419 LONG-TERM DEBT, LESS CURRENT PORTION .......................................... 284,273,097 280,103,906 DEFERRED INCOME TAXES ......................................................... 11,037,935 10,314,490 SHAREHOLDERS' EQUITY Serial Preferred Shares (authorized 1,000,000 shares) ....................... -0- -0- Common Shares, without par value (authorized 60,000,000 shares; outstanding 21,590,012 and 21,986,191 shares, respectively)........................... 13,234,830 12,256,209 Additional paid-in capital .................................................. 189,779,843 169,508,024 Accumulated other comprehensive income ...................................... (27,149,716) (19,013,675) Retained income ............................................................. 38,037,751 44,996,259 ------------- ------------- 213,902,708 207,746,817 ------------- ------------- $ 624,796,924 $ 600,409,632 ============= ============= </TABLE> The accompanying notes are an integral part of these statements. 15
18 MYERS INDUSTRIES, INC. AND SUBSIDIARIES Statements Of Consolidated Shareholders' Equity and Comprehensive Income For The Years Ended December 31, 2000, 1999 and 1998 <TABLE> <CAPTION> COMMON SHARES ------------- ACCUMULATED ADDITIONAL OTHER PAID-IN COMPREHENSIVE RETAINED COMPREHENSIVE NUMBER AMOUNT CAPITAL INCOME INCOME INCOME ------ ------ ------- ------ ------ ------ <S> <C> <C> <C> <C> <C> <C> BALANCE AT JANUARY 1, 1998 18,278,895 $ 11,573,496 $ 133,359,303 ($ 484,820) $ 32,228,968 $ -0- ============= ============= ============= ============= ============= ============= Additions Net income -0- -0- -0- -0- 28,679,090 28,679,090 Sales under option plans 37,144 23,608 450,602 -0- -0- -0- Employees stock purchase plan 18,210 11,519 373,295 -0- -0- -0- Dividend reinvestment plan 8,812 5,573 176,809 -0- -0- -0- Foreign currency translation -0- -0- -0- 401,818 -0- 401,818 Deductions Purchases for treasury (5,000) (3,200) (79,487) -0- -0- -0- Dividends - $.18 per share -0- -0- -0- -0- (4,027,721) -0- ------------- ------------- ------------- ------------- ------------- ------------- BALANCE AT DECEMBER 31, 1998 18,338,061 $ 11,610,996 $ 134,280,522 ($ 83,002) $ 56,880,337 $ 29,080,908 ============= ============= ============= ============= ============= ============= Additions Net income -0- -0- -0- -0- 31,176,346 31,176,346 Sales under option plans 75,221 42,820 744,713 -0- -0- -0- Employees stock purchase plan 22,986 14,381 470,531 -0- -0- -0- Dividend reinvestment plan 9,173 5,778 194,751 -0- -0- -0- Deductions Purchases for treasury (297,800) (576,843) (3,443,338) -0- -0- -0- Dividends - $.20 per share -0- -0- -0- -0- (4,626,471) -0- 10% stock dividend 1,839,805 1,159,077 37,260,845 -0- (38,433,953) -0- Foreign currency translation -0- -0- -0- (18,930,673) -0- (18,930,673) ------------- ------------- ------------- ------------- ------------- ------------- BALANCE AT DECEMBER 31, 1999 19,987,446 $ 12,256,209 $ 169,508,024 ($ 19,013,675) $ 44,996,259 $ 12,245,673 ============= ============= ============= ============= ============= ============= Additions Net income -0- -0- -0- -0- 24,000,607 24,000,607 Sales under option plans 14,796 9,134 135,970 -0- -0- -0- Employees stock purchase plan 42,605 25,988 458,816 -0- -0- -0- Dividend reinvestment plan 13,033 7,949 164,223 -0- -0- -0- Deductions Purchases for treasury (428,800) (260,620) (5,271,582) -0- -0- -0- Dividends - $.22 per share -0- -0- -0- -0- (4,969,876) -0- 10% stock dividend 1,960,932 1,196,170 24,784,392 -0- (25,989,239) -0- Foreign currency translation -0- -0- -0- (8,136,041) -0- (8,136,041) ------------- ------------- ------------- ------------- ------------- ------------- BALANCE AT DECEMBER 31, 2000 21,590,012 $ 13,234,830 $ 189,779,843 ($ 27,149,716) $ 38,037,751 $ 15,864,566 ============= ============= ============= ============= ============= ============= </TABLE> The accompanying notes are an integral part of these statements. 16
19 MYERS INDUSTRIES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 <TABLE> <CAPTION> 2000 1999 1998 ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES <S> <C> <C> <C> Net income ......................................... $ 24,000,607 $ 31,176,346 $ 28,679,090 Items not affecting use of cash Depreciation .................................... 33,075,562 30,331,491 15,803,285 Amortization of excess of cost over fair value of net assets of companies acquired ........... 8,949,361 7,016,458 1,261,245 Amortization of other intangible assets ......... 802,606 194,525 453,319 Deferred income taxes ........................... 964,870 3,539,481 68,567 Cash flow provided by (used for) working capital Accounts receivable ............................. (11,646,970) (7,217,304) (796,995) Inventories ..................................... (3,079,902) (7,665,075) (5,138,339) Prepaid expenses ................................ 3,292,023 (129,850) 794,952 Accounts payable and accrued expenses ........... 10,978,852 197,663 1,128,406 ------------- ------------- ------------- Net cash provided by operating activities ....... 67,337,009 57,443,735 42,253,530 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of business, net of cash acquired ...... (17,529,677) (213,630,987) (30,141,171) Additions to property, plant and equipment ......... Net ................................................ (43,606,144) (27,526,755) (19,401,795) Other .............................................. 42,204 (287,444) 373,521 ------------- ------------- ------------- Net cash used for investing activities .......... (61,093,617) (241,445,186) (49,169,445) CASH FLOWS FROM FINANCING ACTIVITIES Long-term debt proceeds ............................ -0- 75,000,000 -0- Repayment of long-term debt ........................ (8,000,000) (4,041,065) -0- Net borrowing (repayments) - of credit facility .... 12,540,289 86,493,075 38,519,342 Cash dividends paid ................................ (4,969,876) (4,626,471) (4,027,721) Proceeds from issuance of common stock ............. 802,080 1,458,242 1,041,406 Repurchase of common stock ......................... (5,532,202) (4,020,181) (82,687) ------------- ------------- ------------- Net cash provided by (used for) financing activities (5,159,709) 150,263,600 35,450,340 ------------- ------------- ------------- INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS ........................................ 1,083,683 (33,737,851) 28,534,425 CASH AND TEMPORARY CASH INVESTMENTS January 1 .......................................... 1,094,300 34,832,151 6,297,726 ------------- ------------- ------------- CASH AND TEMPORARY CASH INVESTMENTS December 31 ........................................ $ 2,177,983 $ 1,094,300 $ 34,832,151 ============= ============= ============= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for Interest ........................................ $ 21,370,386 $ 14,360,716 $ 2,151,885 Income taxes .................................... 17,558,167 27,731,272 20,154,032 </TABLE> The accompanying notes are an integral part of these statements. 17
20 MYERS INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (Company). Significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. TRANSLATION OF FOREIGN CURRENCIES All balance sheet accounts of consolidated foreign subsidiaries are translated at the current exchange rate as of the end of the accounting period and income statement items are translated at an average currency exchange rate. The resulting translation adjustment is recorded as a separate component of shareholders' equity and other comprehensive income. FINANCIAL INSTRUMENTS Temporary cash investments, all of which have an original maturity of ninety days or less, are considered cash equivalents. Other financial instruments, consisting of trade and notes receivable, accounts payable, and long-term debt, are considered to have a fair value which approximates carrying value at December 31, 2000. INVENTORIES Inventories are stated at the lower of cost or market. For approximately 50 percent of its inventories, the Company uses the last-in, first-out (LIFO) method of determining cost. All other inventories are valued at the first-in, first-out (FIFO) method of determining cost. If the FIFO method of inventory cost valuation had been used exclusively by the Company, inventories would have been $4,756,000, $3,779,000, and $4,716,000 higher than reported at December 31, 2000, 1999 and 1998, respectively. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are carried at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization on the basis of annual rates expected to amortize the cost of such assets over their estimated useful lives by the straight-line method. REVENUE RECOGNITION The Company recognizes revenue from sales when goods are shipped. INCOME TAXES Deferred income taxes are provided to recognize the timing differences between financial statement and income tax reporting, principally for depreciation and certain valuation allowances. Deferred taxes are not provided on the unremitted earnings of foreign subsidiaries as the Company's intention is to permanently reinvest these earnings in the operations of these subsidiaries. If these earnings would be remitted in future years, the taxes due after considering available foreign tax credits would not be material. 18
21 EXCESS OF COST OVER FAIR VALUE OF NET ASSETS OF COMPANIES ACQUIRED This asset represents the excess of cost over the fair value of net assets of companies acquired and is being amortized on a straight-line basis over periods ranging from 15 to 40 years. Accumulated amortization at December 31, 2000 and 1999 was $21,483,000 and $12,533,000, respectively. Management, which regularly evaluates the potential impairment of goodwill and long-lived assets, considering primarily such factors as current and historical profitability along with discounted cash flows, believes that these assets are realizable and the amortization periods are still appropriate. RESEARCH AND DEVELOPMENT Research, engineering, testing and product development costs are charged to current operations as incurred. NET INCOME PER SHARE Basic net income per share, as shown on the Statements of Consolidated Income, is determined on the basis of the weighted average number of common shares outstanding during the year, and for all periods shown basic and diluted earnings per share are identical. During the years ended December 31, 2000 and 1999, the Company paid a ten percent stock dividend. All per share data has been adjusted for the stock dividends. STATEMENT OF FINANCIAL ACCOUNTING STANDARD NO. 133 In June 1998, the Financial Accounting Standards Board issued statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," effective for fiscal periods beginning after June 15, 2000. It establishes accounting and reporting standards for derivative instruments, including derivative instruments that are imbedded in other contracts and for hedging activities. The Company does not believe adoption of the new standard will have a material impact on financial condition or results of operations. ACQUISITIONS In October, 2000, the Company acquired R.B. Manufacturing Company (RB), a Sandusky, Ohio manufacturer of material handling carts and Best Plastics, Inc. (BEST) a Cassopolis, Michigan manufacturer of thermoformed and rotational molded plastic products. Total cost of the acquisitions was approximately $18.2 million and both acquisitions have been accounted for under the purchase method of accounting. The excess of purchase price over the fair value of assets acquired was approximately $12.4 million which is being amortized of a straight line basis over 30 years. Consolidated pro-forma sales, income and earning per share, adjusted to reflect the acquisitions of RB and Best, would not be materially different from the reported amounts for fiscal years 2000 or 1999. On February 4, 1999, the Company acquired all of the shares of the entities comprising Allibert Equipement, the material handling division of Sommer Allibert S.A., and acquired Allibert-Contico, LLC, a joint venture between Sommer Allibert S.A. and Contico International, Inc. for a total purchase price of approximately $150 million. The acquired businesses have five manufacturing facilities in Europe and one in North America and had 1998 annual sales of approximately $145 million. 19
22 MYERS INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED In August 1999, the Company acquired substantially all of the assets of Dillen Products Companies (Dillen) of Middlefield, Ohio, for approximately $54 million and all of the outstanding shares of Listo Products, Ltd. (Listo) of Canada for approximately $15 million. The Dillen and Listo purchase agreements provide for payment of additional consideration contingent upon future earnings of the acquired businesses. Dillen and Listo are leading manufacturers of plastic planters including pots, trays, saucers, and decorative planters for customers including greenhouses and nurseries as well as retail garden centers and mass merchandisers. In fiscal 1998, Dillen and Listo had sales of approximately $40 million and $12 million, respectively. The acquisitions have been accounted for under the purchase method of accounting and, accordingly, the results of operations have been included in the Company"s consolidated financial statements since the dates of acquisition, and the acquisition costs have been allocated to the assets acquired and liabilities assumed based upon their estimated fair values. The excess of purchase price over fair value of net assets acquired of approximately $166 million is being amortized over lives of 15 to 40 years. The following unaudited pro-forma information presents a summary of consolidated results of operations of the Company and the acquired businesses as if the acquisitions had occurred January 1, 1999: (In thousands, except per share) 1999 ---- Net Sales $625,407 Net Income 31,759 Net Income Per Share 1.30 These unaudited pro-forma results have been prepared for comparative purposes only and may not be indicative of results of operations which actually would have resulted had the combination been in effect on January 1, 1999, or of future results. LONG-TERM DEBT AND CREDIT AGREEMENTS Long-term debt at December 31, 2000 and 1999, consisted of the following: 2000 1999 ---- ---- Revolving credit agreement $214,461,680 $201,398,666 Term loan 65,500,000 73,500,000 Industrial revenue bonds 4,000,000 4,000,000 Other 16,204,418 13,679,321 ---------- ---------- 300,166,098 292,577,987 Less Current Portion 15,893,001 12,474,081 ---------- ---------- $284,273,097 $280,103,906 ============ ============ The Company has a Multi-Currency Loan Agreement with a group of banks which provides for a $75 million term loan facility and a revolving credit facility in five currencies, approximating $240 million (US). In addition, there is an uncommitted $25 million springing facility. Amounts available under the revolving credit facility are 185 million US dollars, 30 million euros, 22 million Canadian dollars, 63 million Danish kroners, and three million pound sterling. At December 31, 2000, the amount borrowed was $65.5 million under the term loan, and 170 million US dollars, 28 million euros, 18 million Canadian dollars, and 30 million Danish kroners under the revolving credit facility. The borrowing under this facility was used to retire the prior revolving credit agreement, fund acquisitions, and for general corporate purposes. Interest is based upon LIBOR for US dollars and similar bases for the other currencies plus an applicable margin that varies depending on the Company's ratio of total debt to earnings before interest, taxes, depreciation and amortization (EBITDA). The current average interest rate on the outstanding advances at December 31, 2000, is 7.36 percent. In addition, the Company pays a quarterly facility fee at a rate dependent on the EBITDA ratio, and is currently 30 basis points. The Multi-Currency Loan Agreement expires in February 2005. 20
23 MYERS INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED The Credit Agreement contains the customary covenants which include among other things, the maintenance of certain financial ratios regarding leverage, net worth, interest coverage, and capital expenditures. In addition, the facility restricts debt outside the facility to $35 million. At December 31, 2000, the Company had $20.2 million borrowed against this limit consisting of industrial revenue bonds, certain indebtedness of acquired companies, and in-country credit facilities for the Company"s international operations. The weighted average interest rate on these amounts outstanding is 6.77%. Maturities of long-term debt for the five years ending December 31, 2005, are: $16,000,000 in 2001; $13,000,000 in 2002; $17,000,000 in 2003; $26,000,000 in 2004; and $216,000,000 in 2005. LEASES The Company and certain of its subsidiaries are committed under non-cancelable operating leases involving certain facilities and equipment. Aggregate rental expense for all leased assets was $5,416,000, $4,436,000 and $2,845,000 for the years ended December 31, 2000, 1999 and 1998, respectively. Future minimum rental commitments for the next five years are as follows: YEAR ENDED DECEMBER 31, COMMITMENT ----------------------- ---------- 2001 $7,876,000 2002 6,503,000 2003 5,338,000 2004 4,297,000 2005 3,708,000 RETIREMENT PLANS The Company and certain of its subsidiaries have pension and profit sharing plans covering substantially all of their employees. Two plans are defined benefit plans with benefits primarily based upon a fixed amount for each year of service. It is the Company's policy to fund pension costs accrued, which are at least equal to the minimum required contribution as defined by the Employee Retirement Income Security Act of 1974. 21
24 MYERS INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED For the Company's existing defined benefit plans, the reconciliation of benefit obligations are as follows: <TABLE> <CAPTION> 2000 1999 1998 ---- ---- ---- <S> <C> <C> <C> Benefit obligation at beginning of year $3,444,466 $3,475,325 $3,058,193 Service Cost 131,294 147,496 138,064 Interest Cost 259,886 245,145 223,907 Plan amendments 204,084 120,577 -0- Actuarial loss (gain) 94,742 (379,828) 195,624 Benefits paid (153,784) (164,249) (140,463) ---------- ---------- ---------- Benefit obligation at end of year $3,980,688 $3,444,466 $3,475,325 ---------- ---------- ---------- </TABLE> The following table reflects the change in fair value of plan assets: <TABLE> <CAPTION> 2000 1999 1998 ---- ---- ---- <S> <C> <C> <C> Fair value of plan assets at $4,236,512 $3,901,959 $3,581,525 beginning of year Actual return on plan assets (358,045) 523,851 402,854 Company contribution 46,618 -0- 77,116 Expenses paid (26,890) (25,049) (19,073) Benefits paid (153,784) (164,249) (140,463) ---------- ---------- ---------- Fair value of plan assets at end of year $3,744,411 $4,236,512 $3,901,959 ---------- ---------- ---------- </TABLE> The following table reflects the funded status of the plans at December 31, 2000 and 1999: <TABLE> <CAPTION> 2000 1999 ---- ---- <S> <C> <C> Funded Status ($236,277) $792,046 Unrecognized net (asset) obligation (3,362) 3,135 Unrecognized prior service cost 447,253 270,994 Unrecognized net (gain) (172,512) (1,027,702) --------- ----------- Prepaid benefit cost $35,102 $38,473 --------- ----------- </TABLE> Assumptions used for these plans were as follows: discount rate, 7.5 percent; rate of return on plan assets, 8.0 percent. Future benefit increases were not considered as there is no substantive commitment to increase benefits. A profit sharing plan is maintained for the Company's U.S. based employees, not covered under defined benefit plans, who have met eligibility service requirements. The amount to be contributed by the Company under the profit sharing plan is determined at the discretion of the Board of Directors. During 1997, the Company established a Supplemental Executive Retirement Plan (SERP) which provides participating senior executives with retirement benefits in addition to amounts payable under the profit sharing plan. The SERP is unfunded apart from the general assets of the Company. The aggregate cost of all retirement and profit sharing plans reflected in the accompanying statements of consolidated income is $2,197,000, $1,744,000 and $1,841,000 for the years 2000, 1999 and 1998, respectively. 22
25 MYERS INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED INCOME TAXES The effective tax rate was 41.3% in 2000, 42.6% in 1999 and 40.8% in 1998. A reconciliation of the Federal statutory income tax rate to the Company's effective tax rate is as follows: <TABLE> <CAPTION> Percent of Pre-Tax Income ------------------------- 2000 1999 1998 ---- ---- ---- <S> <C> <C> <C> Statutory Federal income tax rate 35.0% 35.0% 35.0% State income taxes - net of 4.2 4.2 5.0 Federal tax benefit Foreign tax rate differential (0.5) 2.1 0.2 Effect of non-deductible 1.3 0.7 0.5 depreciation and amortization Other 1.3 0.6 0.1 ---- ---- ---- Effective tax rate for the year 41.3% 42.6% 40.8% ---- ---- ---- </TABLE> Income taxes consisted of the following: (Dollars in thousands) <TABLE> <CAPTION> 2000 1999 1998 ---- ---- ---- Current Deferred Current Deferred Current Deferred -------- -------- -------- -------- -------- -------- <S> <C> <C> <C> <C> <C> <C> Federal $ 12,152 $ 671 $ 13,052 $ 3,250 $ 15,492 $ 733 Foreign 1,457 (12) 3,190 9 665 (824) State and Local 2,325 316 3,343 281 3,581 159 -------- -------- -------- -------- -------- -------- $ 15,934 $ 975 $ 19,585 $ 3,540 $ 19,738 $ 68 -------- -------- -------- -------- -------- -------- </TABLE> Significant components of the Company's deferred tax liabilities as of December 31, 2000 and 1999 are as follows: (Dollars in thousands) 2000 1999 ---- ---- Deferred income tax liabilities Property, plant and equipment $17,332 $14,894 Employee benefit trust 354 395 Other 969 666 ------- ------- 18,655 15,955 Deferred income tax assets Compensation 2,945 2,474 Inventory valuation 1,129 866 Allowance for uncollectible accounts 733 758 Non-deductible accruals 2,810 1,543 ------- ------- 7,617 5,641 ------- ------- Net deferred income tax liability $11,038 $10,314 ------- ------- STOCK OPTIONS In 1999, the Company and its shareholders adopted the 1999 Stock Option Plan allowing key employees to purchase Common Stock of the Company at the market price on the date of grant. 23
26 MYERS INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED The plan provides that stock options expire five years from date of grant and are exercisable up to 20 percent of the shares granted each year. The activity listed below covers the 1999 Stock Plan, the 1997 Incentive Stock Plan, and the 1992 Stock Option Plan. Stock options granted during the past three years were as follows: during 2000, 11,000 shares at prices from $11.25 to $12.50, during 1999, 244,338 shares at prices from $12.05 to $19.11; during 1998, 265,968 shares at prices from $13.74 to $21.70. Stock options exercised during the past three years were as follows: during 2000, 22,209 shares at prices from $9.81 to $11.17; during 1999, 101,386 shares at prices from $9.73 to $14.21; during 1998, 51,802 shares at prices from $9.73 to $14.21. At December 31, 2000, 1999 and 1998 there were outstanding options for the purchase of 748,675, 776,408, and 651,392 shares respectively, at prices ranging from $11.25 to $21.70 per share in 2000 and $9.81 to $21.70 per share in 1999 and $9.73 to $21.70 in 1998. At December 31, 2000 and 1999, there were options for 472,675 and 305,993 shares, respectively that were exercisable. The Company accounts for stock options under APB Opinion No. 25 and, therefore, does not recognize employee compensation for options granted using the fair value method set forth in the FASB Statement No.123 Accounting for Stock-Based Compensation. If the Company had followed FASB 123 rather that APB 25, net income and earnings per share would not have been materially different than the reported amounts for 2000, 1999 or 1998. INDUSTRY SEGMENTS In 1999, the Company adopted FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information. The Company's business units have separate management teams and offer different products and services. Using the criteria of FASB No.131, these business units have been aggregated into two reportable segments; Distribution of aftermarket repair products and services; and Manufacturing of polymer products. The aggregation of business units is based on management by the chief operating decision maker for the segment as well as similarities of production processes, distribution methods and economic characteristics (e.g. average gross margin and the impact of economic conditions on long-term financial performance). The Company's distribution segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive underbody repair. The distribution segment operates domestically through 42 branches located in major cities throughout the United States and in foreign countries through export and businesses in which the Company holds an equity interest. The Company's manufacturing segment designs, manufactures and markets a variety of polymer based plastic and rubber products. These products are manufactured primarily through the molding process in facilities throughout the United States and in Europe. Operating income for each segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing segment operating income general corporate overhead expenses and interest expenses are not included. The identifiable assets of each segment include: accounts receivable, inventory, net fixed assets, excess of cost over fair value of net assets acquired, patents and other intangible assets. Corporate assets are principally land, buildings, computer equipment, cash and temporary cash investments. Total sales from foreign business units and export were approximately $194.2 million, $173.8 million and $61.3 million for the years 2000, 1999 and 1998, respectively. There are no individual foreign countries for which sales are material. Long-lived assets in foreign countries consist primarily of property, plant, equipment and excess of cost over fair value of net assets acquired were approximately $124.4 million at December 31, 2000, $135.2 at December 31, 1999 and $13.4 million at December 31, 1998. No single customer accounts for 10 percent or more of total company net sales or the net sales of either business segment. 24
27 <TABLE> <CAPTION> 2000 1999 1998 -------- -------- -------- (DOLLARS IN THOUSANDS) <S> <C> <C> <C> NET SALES Distribution of aftermarket repair products and services......................................... $158,151 $161,827 $161,737 Manufacturing of polymer products................... 508,070 432,462 244,244 Intra-segment elimination........................... (13,561) (13,528) (13,961) -------- -------- -------- $652,660 $580,761 $392,020 ======== ======== ======== INCOME BEFORE INCOME TAXES Distribution of aftermarket repair products and Services......................................... $15,431 $17,580 $16,043 Manufacturing of polymer products................... 56,562 60,742 40,062 Corporate........................................... (8,723) (8,815) (6,732) Interest expense-net................................ (22,360) (15,206) (888) -------- -------- -------- $40,910 $54,301 $48,485 ======== ======== ======== IDENTIFIABLE ASSETS Distribution of aftermarket repair products and Services......................................... $57,136 $61,726 $59,883 Manufacturing of polymer products................... 566,330 537,722 211,672 Corporate........................................... 2,787 3,561 40,543 Intra-segment elimination........................... (1,456) (2,599) (5,390) -------- -------- -------- $624,797 $600,410 $306,708 ======== ======== ======== CAPITAL ADDITIONS, NET Distribution of aftermarket repair products and Services......................................... $344 $384 $234 Manufacturing of polymer products................... 42,787 26,728 18,943 Corporate........................................... 475 415 225 -------- -------- -------- $43,606 $27,527 $19,402 ======== ======== ======== DEPRECIATION/AMORTIZATION Distribution of aftermarket repair products and Services......................................... $496 $399 $493 Manufacturing of polymer products................... 31,965 29,212 15,006 Corporate........................................... 615 720 304 -------- -------- -------- $33,076 $30,331 $15,803 ======== ======== ======== </TABLE> MYERS INDUSTRIES, INC. Employee Stock Purchase Plan Contents Report of Independent Public Accountants for the Myers Industries, Inc. Employee Stock Purchase Plan Financial Statements for the Myers Industries, Inc. Employee Stock Purchase Plan: (1) Statements of Assets Available for Plan Benefits as of December 31, 2000 and 1999; and (2) Statements of Changes in Assets Available for Plan Benefits for the Years Ended December 31, 2000, 1999 and 1998. Notes to Financial Statements for the Myers Industries, Inc. Employee Stock Purchase Plan 25
28 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Myers Industries, Inc. Employee Stock Purchase Plan Administrator: We have audited the accompanying statements of assets available for plan benefits of the Myers Industries, Inc. Employee Stock Purchase Plan as of December 31, 2000 and 1999, and the related statements of changes in assets available for plan benefits for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Myers Industries, Inc. Employee Stock Purchase Plan as of December 31, 2000 and 1999, and the changes in its assets available for plan benefits for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN LLP /s/ Arthur Andersen LLP Cleveland, Ohio, February 8, 2001 26
29 MYERS INDUSTRIES, INC. Employee Stock Purchase Plan Statements Of Assets Available For Plan Benefits December 31, 2000 and 1999 <TABLE> <CAPTION> 2000 1999 ---- ---- <S> <C> <C> Receivable from Trustee..................................... $103,928 $135,691 (Myers Industries, Inc.) </TABLE> Statements Of Changes In Assets Available For Plan Benefits For The Years Ended December 31, 2000, 1999 and 1998 <TABLE> <CAPTION> 2000 1999 1998 ---- ---- ---- <S> <C> <C> <C> Contributions: Participants' contributions beginning of period . $ 135,691 $ 108,088 $ 84,839 Participants' contributions during the period ... 443,391 463,903 365,794 --------- --------- --------- Assets Available for Stock Purchases ............ 579,082 571,991 450,633 Less: Assets Used for Stock Purchases ................. (475,154) (436,300) (342,545) --------- --------- --------- Assets Available for Plan Benefits at End of Period ....................................... $ 103,928 $ 135,691 $ 108,088 ========= ========= ========= </TABLE> See the accompanying notes to financial statements. 27
30 MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 1. DESCRIPTION OF PLAN The following description of the Myers Industries, Inc. Employee Stock Purchase Plan ("Stock Plan") provides only general information. Participants should refer to the Plan Agreement and Prospectus for the Stock Plan for a more complete description of the Plan's provisions. (a) GENERAL. The shareholders of the Company approved the adoption of a nonqualified and a qualified Employee Stock Purchase Plan. The Stock Plan is designed to encourage, facilitate and provide employees with an opportunity to share in the favorable performance of the Company through ownership of the Company's Common Stock. The total number of shares of the Common Stock which may be sold under the Stock Plan is currently limited to 188,176 shares. (b) PURPOSE. The purpose of the Stock Plan is to provide employees (including officers) of the Company and its subsidiaries with an opportunity to purchase Common Stock through payroll deductions. (c) ADMINISTRATION. The Stock Plan is administered by a committee appointed by the Board of Directors. All questions of interpretation or application of the Stock Plan are determined by the Board of Directors (or its appointed committee) and its decisions are final, conclusive and binding upon all participants. (d) ELIGIBILITY AND PARTICIPATION. Any permanent employee (including an officer) who has been employed for at least one calendar year by the Company, or its subsidiaries who have adopted the Stock Plan, is eligible to participate in the Stock Plan, provided that such employee is employed by the Company on the date his participation is effective and subject to limitations on stock ownership described in the Stock Plan. Eligible employees become participants in the Stock Plan by delivering to the Company a subscription agreement authorizing payroll deductions prior to the commencement of the applicable offering period. (e) OFFERING DATES. The Stock Plan is implemented by one offering during each calendar quarter. Offering periods commence on the last day of each calendar quarter. The Board of Directors has the power to alter the duration of the offering periods without shareholder approval. (f) PURCHASE PRICE. The price at which shares may be purchased in an offering under the Stock Plan is 90% of the fair market value of the Common Stock on the last day of the prior calendar quarter. The fair market value of the Common Stock on a given date is the closing price for that date as listed on the American Stock Exchange. (g) PAYROLL DEDUCTIONS. The purchase price of the shares to be acquired under the Stock Plan are accumulated by payroll deductions over the offering period. The rate of deductions may not be less than five dollars ($5.00) per week or exceed 10% of a participant's compensation, and the aggregate of all payroll deductions during the offering may not exceed 10% of the participant's aggregate compensation for the offering period. A participant may discontinue his participation in the Stock Plan or may decrease or increase the rate of payroll deductions at any time during the offering period by filing with the Company a new authorization for payroll deductions. All payroll deductions made for a participant are credited to their account under the Stock Plan and are deposited with the general funds of the Company to be used for any corporate purpose. The amount by which an employee's payroll deductions exceed the amount required to purchase whole shares will be placed in a suspense account for the employee with no interest thereon and rolled over into the next offering period. 28
31 (h) WITHDRAWAL. A participant in the Stock Plan may terminate his interest in a given offering in whole, but not in part, by giving written notice to the Company of his election to withdraw at any time prior to the end of the applicable offering period. Such withdrawal automatically terminates the participant's interest in that offering, but does not have any effect upon such participant's eligibility to participate in subsequent offerings under the Stock Plan. (i) TERMINATION OF EMPLOYMENT. Termination of a participant's employment for any reason, including retirement or death, cancels his or her participation in the Stock Plan immediately. (j) NONASSIGNABILITY. No rights or accumulated payroll deductions of an employee under the Stock Plan may be pledged, assigned, transferred or otherwise disposed of in any way for any reason, other than on account of death. Any attempt to do so may be treated by the Company as an election to withdraw from the Stock Plan. (k) AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors may at any time amend or terminate the Stock Plan. Except as provided above, no amendment may be made to the Stock Plan without prior approval of the shareholders if such amendment would increase the number of shares reserved under the Stock Plan, permit payroll deductions at a rate in excess of 10% of a participant's compensation, materially modify the eligibility requirements or materially increase the benefits which may accrue to participants under the Stock Plan. (l) TAXATION. Participants in the Stock Plan, which is nonqualified for federal income tax purposes, are taxed currently on the 10% discount in the purchase price granted by the Stock Plan in the year in which stock is purchased. The 10% discount is treated as ordinary income to the participant and that amount is currently deductible by the Company to the extent the participant's total compensation from the Company is within the "reasonable compensation" limits imposed by Section 162 of the Internal Revenue Code of 1986, as amended. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF PRESENTATION. The accompanying statements of assets available for plan benefits and statements of changes in assets available for plan benefits are prepared on the accrual basis of accounting. (b) ADMINISTRATIVE EXPENSES. Administrative costs and expenses are absorbed by the Trustee. ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no disagreements with the Registrant's independent accountants on accounting and financial disclosure matters within the two-year period ended December 31, 2000, or in any period subsequent to such date. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT For information about the directors of the Registrant, see "Election of Directors" on pages 3 through 7 of Registrant's Proxy Statement dated March 21, 2001 ("Proxy Statement"), which is incorporated herein by reference. Information about the Executive Officers of Registrant appears in Part I of this Report. Disclosures by the Registrant with respect to compliance with Section 16(a) appear on page 8 of the Proxy Statement, and are incorporated herein by reference. 29
32 ITEM 11. EXECUTIVE COMPENSATION See "Executive Compensation and Other Information" on pages 9 through 12 of the Proxy Statement, which is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT See "Principal Shareholders" and "Election of Directors" on page 17, and pages 3 through 7, respectively, of the Proxy Statement, which are incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS See "Certain Relationships and Related Transactions" on page 8 of the Proxy Statement, which is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K The following consolidated financial statements of the Registrant appear in Part II of this Report: 14. (A)(1) FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS OF MYERS INDUSTRIES, INC. AND SUBSIDIARIES Report of Independent Public Accountants Statements of Consolidated Financial Position As Of December 31, 2000 and 1999 Statements of Consolidated Income For The Years Ended December 31, 2000, 1999 and 1998 Statements of Consolidated Shareholders' Equity and Comprehensive Income For The Years Ended December 31, 2000, 1999 and 1998 Statements of Consolidated Cash Flows For The Years Ended December 31, 2000, 1999 and 1998 Notes to Consolidated Financial Statements For The Years Ended December 31, 2000, 1999 and 1998 FINANCIAL STATEMENTS FOR THE MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN Statements of Assets Available for Plan Benefits As Of December 31, 2000 and 1999 Statements of Changes in Assets Available for Plan Benefits For The Years Ended December 31, 2000, 1999 and 1998 14. (A)(2) FINANCIAL STATEMENT SCHEDULES Selected Quarterly Financial Data For The Years Ended December 31, 2000 and 1999 All other schedules are omitted because they are inapplicable, not required, or because the information is included in the consolidated financial statements or notes thereto which appear in Part II of this Report. 30
33 14. (A)(3) Exhibits 3(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION. Reference is made to Exhibit (3)(a) to Form 10-Q filed with the Commission on May 17, 1999. 3(b) MYERS INDUSTRIES, INC. AMENDED AND RESTATED CODE OF REGULATIONS. Reference is made to Exhibit (3)(ii) to Form10-Q filed with the Commission on May 14, 1997. 10(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN. 10(b) FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS.* 10(c) MYERS INDUSTRIES, INC. AMENDED AND RESTATED 1992 STOCK OPTION PLAN. * 10(d) MYERS INDUSTRIES, INC. AMENDED AND RESTATED DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. 10(e) MYERS INDUSTRIES, INC. 1997 INCENTIVE STOCK PLAN. Reference is made to Exhibit 10.2 to Form S-8 (Registration Statement No. 333-90367) filed with the Commission on November 5, 1999.* 10(f) MYERS INDUSTRIES, INC. 1999 INCENTIVE STOCK PLAN. Reference is made to Exhibit 10.1 to Form S-8 (Registration Statement No. 333-90367) filed with the Commission on November 5, 1999.* 10(g) MILTON I. WISKIND SUPPLEMENTAL COMPENSATION AGREEMENT. Reference is made to Exhibit 10 to Form 10-Q filed with the Commission on May 14, 1997.* 10(h) MYERS INDUSTRIES, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN. Reference is made to Exhibit 10(h) to Form 10-K filed with the Commission on March 26, 1998.* 10(i) LOAN AGREEMENT BETWEEN MYERS INDUSTRIES, INC. AND BANC ONE, MICHIGAN, AGENT (F/K/A NBD BANK) DATED AS OF FEBRUARY 3, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on February 19,1999. 10(j) FIRST AMENDMENT TO LOAN AGREEMENT AMONG MYERS INDUSTRIES, INC., THE FOREIGN SUBSIDIARY BORROWERS AND BANK ONE, MICHIGAN,
34 AS AGENT FOR THE LENDERS, DATED AS OF AUGUST 2, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on August 13,1999. 10(k) ANNEX 1 TO FIRST AMENDMENT LOAN AGREEMENT, BEING THE LOAN AGREEMENT, AS AMENDED, AMONG MYERS INDUSTRIES, INC., THE FOREIGN SUBSIDIARY BORROWERS AND BANK ONE, MICHIGAN, AS AGENT FOR THE LENDERS, DATED AS OF AUGUST 2, 1999. Reference is made to Exhibit 10(c) to Form 8-K filed with the Commission on August 13,1999. 10(l) SECOND AMENDMENT TO LOAN AGREEMENT AMONG MYERS INDUSTRIES, INC., THE FOREIGN SUBSIDIARY BORROWERS AND BANK ONE, MICHIGAN, AS AGENT FOR THE LENDERS, DATED AS OF AUGUST 2, 2000. 10(m) THIRD AMENDMENT TO LOAN AGREEMENT AMONG MYERS INDUSTRIES, INC., THE FOREIGN SUBSIDIARY BORROWERS AND BANK ONE, MICHIGAN, AS AGENT FOR THE LENDERS, DATED AS OF OCTOBER 6, 2000. 10(n) FOURTH AMENDMENT TO LOAN AGREEMENT AMONG MYERS INDUSTRIES, INC., THE FOREIGN SUBSIDIARY BORROWERS AND BANK ONE, MICHIGAN, AS AGENT FOR THE LENDERS, DATED AS OF DECEMBER 31, 2000. 21 Subsidiaries of the Registrant 23 Consent of Independent Public Accountants * Indicates executive compensation plan or arrangement. 14.(B) REPORTS ON FORM 8-K. None 14.(C) EXHIBITS. See subparagraph 14(A)(3) above.
35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MYERS INDUSTRIES, INC. Dated: March 30, 2001 By: /s/ Gregory J. Stodnick GREGORY J. STODNICK Vice President -- Finance and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. <TABLE> SIGNATURE TITLE DATE --------- ----- ---- <S> <C> <C> /s/ GREGORY J. STODNICK Vice President -- Finance and March 30, 2001 - -------------------------- Chief Financial Officer (Principal GREGORY J. STODNICK Financial and Accounting Officer) /s/ KEITH A. BROWN Director March 30, 2001 - -------------------------- KEITH A. BROWN /s/ KARL S. HAY Director March 30, 2001 - -------------------------- KARL S. HAY Director March 30, 2001 - -------------------------- RICHARD P. JOHNSTON Director March 30, 2001 - -------------------------- MICHAEL W. KANE /s/ EDWARD W. KISSEL Director March 30, 2001 - -------------------------- EDWARD W. KISSEL /s/ STEPHEN E. MYERS President, Chief Executive March 30, 2001 - -------------------------- Officer and Director STEPHEN E. MYERS (Principal Executive Officer) /s/ RICHARD L. OSBORNE Director March 30, 2001 - -------------------------- RICHARD L. OSBORNE /s/ JON H. OUTCALT Director March 30, 2001 - -------------------------- JON H. OUTCALT /s/ SAMUEL SALEM Director March 30, 2001 - -------------------------- SAMUEL SALEM /s/ EDWIN P. SCHRANK Director March 30, 2001 - -------------------------- EDWIN P. SCHRANK /s/ MILTON I. WISKIND Senior Vice President, March 30, 2001 - -------------------------- Secretary and Director MILTON I. WISKIND </TABLE> 32