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, 2003
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, 2003, the number of shares outstanding of the issuer's Common Stock was 30,110,059.
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 4. Controls and Procedures
Part II -- Other Information
Item 1. Legal Proceedings
Item 4. Submission of Matter of a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signature
Exhibit Index
10 (u)
Sixth Amendment to Loan Agreement
31.1
Certifications Per Section of 302 of the Sarbanes-Oxley Act
31.2
32.
Certifications Per Section 906 of the Sarbanes-Oxley Act
-1-Part I - Financial Information
Myers Industries, Inc.Condensed Statement of Consolidated Financial PositionAs of June 30, 2003 and December 31, 2002
June 30,
December 31,
Assets
2003
2002
Current Assets
Cash
$4,836,917
$1,702,334
Accounts receivable-less allowances of $4,941,000 and $4,507,000, respectively
117,881,241
111,207,172
Inventories
Finished and in-process products
64,694,489
66,819,085
Raw materials and supplies
16,777,612
16,280,910
81,472,101
83,099,995
Prepaid expenses
5,915,157
5,130,856
Total Current Assets
210,105,416
201,140,357
Other Assets
Goodwill
213,229,328
204,465,504
Patents and other intangible assets
2,847,396
2,422,772
Other
3,390,626
3,658,670
219,467,350
210,546,946
Property, Plant and Equipment, at Cost
Land
8,086,087
7,878,664
Buildings and leasehold improvements
77,930,252
77,061,850
Machinery and equipment
334,726,208
318,617,656
420,742,547
403,558,170
Less allowances for depreciation and amortization
235,243,123
212,763,143
185,499,424
190,795,027
$615,072,190
$602,482,330
-2-Part I - Financial InformationMyers Industries, Inc.Condensed Statement of Consolidated Financial PositionAs of June 30, 2003 and December 31, 2002
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable
$41,365,656
$49,970,910
Accrued expenses
Employee compensation
26,787,415
29,843,708
Taxes, other than income taxes
4,002,388
3,260,304
Accrued interest
746,274
754,668
13,300,153
12,849,101
Current portion of long-term debt
25,578,262
20,690,265
Total Current Liabilities
111,780,148
117,368,956
Long-term Debt, less current portion
208,008,483
212,222,615
Deferred Income Taxes
18,989,973
17,201,131
Shareholders' Equity
Serial Preferred Shares (authorized 1,000,000)
0
Common Shares, without par value (authorized 60,000,000 shares; outstanding 30,110,059 and 30,071,736 shares, respectively)
18,324,589
18,301,212
Additional paid-in capital
216,407,343
216,077,838
Accumulated other comprehensive income
(3,797,853
)
(16,590,693
Retained income
45,359,507
37,901,271
276,293,586
255,689,628
-3-Part I - Financial InformationMyers Industries, Inc.Condensed Statement of Consolidated Income
Three Months Ended
Six Months Ended
$168,964,147
$153,095,622
$332,184,401
$302,034,259
Cost and expenses
Cost of sales
119,240,566
101,364,468
228,617,550
195,804,741
Operating expenses
41,930,011
37,529,565
81,867,732
72,117,910
Interest expense, net
2,661,312
2,975,147
5,164,024
6,017,843
Total costs & expenses
163,831,889
141,869,180
315,649,306
273,940,494
Income before income taxes
5,132,258
11,226,442
16,535,095
28,093,765
Income taxes
1,856,000
4,425,000
6,067,000
11,246,000
Net income
$3,276,258
$6,801,442
$10,468,095
$16,847,765
Net income per Common Share
$.11
$.23
$.35
$.56
Dividends per Common Share
$.05
$.10
Weighted average number of Common Shares outstanding
30,104,277
29,945,109
30,094,844
29,891,628
.
-4-Part I - Financial InformationMyers Industries, Inc.Statement of Consolidated Cash FlowsFor the Six Months Ended June 30, 2003 and 2002
Cash Flows From Operating Activities
Items not affecting use of cash
Depreciation
18,143,323
16,945,906
Amortization of other intangible assets
608,125
523,958
Deferred taxes
1,561,904
1,208,696
Cash flow provided by (used for) working capital
Accounts receivable
(1,588,140
1,137,197
3,772,008
6,239,747
(676,188
795,113
Accounts payable and accrued expenses
(15,713,473
(3,446,061
Net cash provided by operating activities
16,575,654
40,252,321
Cash Flows From Investing Activities
Acquisition of business, net of cash acquired
(2,819,901
Additions to property, plant and equipment, net
(8,501,127
(12,004,089
(585,208
1,151,402
Net cash used for investing activities
(9,086,335
(13,672,588
Cash Flows From Financing Activities
Long-term debt repayment
(8,000,000
(6,000,000
Net borrowing (repayment) of credit facility
6,302,241
(14,598,982
Cash dividends paid
(3,009,859
(2,871,638
Proceeds from issuance of common stock
352,882
1,583,674
Net cash used for financing activities
(4,354,736
(21,886,946
Increase in Cash
3,134,583
4,692,787
Cash at January 1
1,702,334
7,074,964
Cash at June 30
$11,767,751
-5-Part I - Financial InformationMyers Industries, Inc.Statement of Shareholders' EquityFor the Six Months Ended June 30, 2003
ComprehensiveIncome
CommonStock
AdditionalPaid-InCapital
AccumulativeOtherComprehensiveIncome
RetainedIncome
December 31, 2002
$18,301,212
$216,077,838
($16,590,693
$37,901,271
10,468,095
Foreign currency translation adjustment
12,792,840
Comprehensive income
$23,260,935
Common Stock issued
23,377
329,505
Dividends
June 30, 2003
$18,324,589
$216,407,343
($3,797,853)
$45,359,507
-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 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, 2003, and the results of operations and cash flows for the three and six months ended June 30, 2003 and 2002. (2) Supplemental Disclosure of Cash Flow Information The Company made cash payments for interest expense of $2,508,000 and $2,698,000 for the three months ended June 30, 2003 and 2002, respectively. Cash payments for interest totaled $5,067,000 and $5,423,000 for the six months ended June 30, 2003 and 2002. Cash payments for income taxes totaled $4,513,000 and $6,683,000 for the three months ended June 30, 2003 and 2002. Cash payments for income taxes were
$5,543,000 and $7,736,000 for the six months ended June 30, 2003, and 2002.(3) Net Income Per Share Net income per share, as shown on the Condensed Statement of Consolidated Income, is determined on the basis of the weighted average number of common shares outstanding during the period, and for all periods shown basic and diluted earnings per share are indentical. In August 2002, the Company declared a five-for-four stock split and all per share data for the quarter and six month periods ended June 30, 2002, has been adjusted to reflect the stock split.(4) Stock Compensation The Company accounts for stock compensation arrangements using the intrinsic value in Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees." In accordance with the intrinsic value method, the Company has not recognized any expense related to stock options, as options have only been granted with an exercise price equal to market value of the shares at the date of the grant. The alternative policy in SFAS No. 123, "Accounting for Stock Based Compensation," provides that compensation expense be recognized based on the fair value of the options awarded, determined by an option pricing model. If the Company had recognized compensation expense using the fair value method under SFAS No. 123 rather than the APB 25, net income would not have been materially different than reported amounts and earnings per share would be identical for the six months ended June 30, 2003. In calculating the compensation expense under SFAS No. 123, the Company assumes that all options will vest and be exercised at the expiration date of the grant. Other assumptions used in calculating the compensation expense for options granted in the six months ended June 30, 2003 include a dividend yield of 2.3 percent, a risk-free interest rate of 3.875 percent and a volatility measure based on the Company's stock beta of .85.
-7-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
(5) Segment 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 after-market 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 of 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 Europe. Sales to external customers for manufactured plastic products were $114.3 million for the quarter and $233.7 million for the six months ended June 30, 2003, while sales of rubber products were $13.2 million and $25.1 million for the quarter and year-to-date periods, respectively. In the prior year, sales of plastic products to external customers were $100.9 million for the quarter and $207.8 million for the six months ended June 30, 2002 while sales of rubber products were $13.0 million for the quarter and $23.2 million for the year-to-date periods, respectively. 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.
-8-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
(5) Segment Information (con't)
(In thousands
Net Sales
Distribution of aftermarket repair products and services
$41,405
$39,220
$73,356
$71,031
Manufacturing of polymer products
131,415
117,699
265,724
238,066
Intra-segment elimination
(3,856
(3,823
(6,896
(7,063
$168,964
$153,096
$332,185
$302,034
Income Before Income Taxes
$3,474
$3,881
$5,809
$6,759
7,359
12,999
22,450
32,594
Corporate
(3,040
(2,679
(6,560
(5,241
Interest expense -- net
(2,661
(2,975
(5,164
(6,018
$5,132
$11,226
$16,535
$28,094
-9-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsResults of Operations
-10-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
Liquidity and Capital Resources Cash provided by operating activities was $16.6 million for the six months ended June 30, 2003 compared with $40.2 million for same period in the prior year. The Company repaid $9.0 million in debt during the second quarter offsetting additional borrowings made in the first quarter to fund increased accounts receivable from sales growth. At June 30, 2003, total debt outstanding was $233.6 million compared with $247.7 million at June 30, 2002 and $232.9 million at the beginning of 2003. Debt as a percentage of total capitalization was reduced to 46 percent at June 30, 2003 compared with 50 percent at June 30, 2002 and 48 percent at the beginning of 2003. At June 2003, the Company had working capital of $98.3 million and a current ratio of 1.9. Capital expenditures for the six months ended June 30, 2003 were $8.5 million and are anticipated to
be approximately $20 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 May 5, 2003, the Company entered into an amendment of its Multi-Currency Loan Agreement, primarily for the purpose of revising the covenants related to limitations as to payments for cash dividends and capital expenditures and the maintenance of maximum leverage ratios, defined as total debt to earnings before interest, taxes, depreciation and amortization. Essentially all other terms of the Loan Agreement, which expires in February 2005, were not affected by the amendment.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. 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.
-11-Part I - Financial InformationMyers Industries, Inc.Notes to Financial Statements
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, 2003. 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, 2003.
-12-
Part II - Other InformationMyers Industries, Inc.
Reference is made to Item 3 of the Form 10-K for the period ended December 31,2002 filed with Commission on March 26, 2003.Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders was held on April 23, 2003, and the following matters were voted on a 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
22,192,771
1,637,567
Milton I. Wiskind
22,128,710
1,701,628
Karl S. Hay
23,720,394
109,944
Richard P. Johnston
23,757,339
72,999
Richard Osborne
23,765,077
65,261
Jon H. Outcalt
23,765,316
65,022
Michael Kane
23,704,676
125,662
Edward Kissel
23,765,724
64,614
Keith A. Brown
23,766,393
63,945
2.
Proposal to amend the Myers Industries, Inc. 1999 Stock Plan.
For
22,371,621
Against
1,067,852
Abstain
390,862
3.
Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent auditor.
23,500,342
306,336
23,658
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:
July 31, 2003
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)
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(o)
First 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, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on August 13,1999.
10(p)
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(q)
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. Reference is made to Exhibit 10(l) to Form 10-K filed with the Commission on March 30, 2001.
10(r)
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. Reference is made to Exhibit 10(m) to Form 10-K filed with the Commission on March 30, 2001.
10(s)
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. Reference is made to Exhibit 10(n) to Form 10-K filed with the Commission on March 30, 2001.
10(t)
Fifth 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 7, 2001. Reference is made to Exhibit 10(n) to Form 10-Q filed with the Commission on November 13, 2001.
10(u)
Sixth Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of May 5, 2003.
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.
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 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.
Date: July 31, 2003
/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: July 31, 2003
In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on Form 10-Q for the period ended June 30, 2003, 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, 2003 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