UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of |
(IRS Employer Identification |
incorporation or organization) |
Number) |
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(Address of principal executive offices) |
(Zip code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Name of Exchange on Which Registered |
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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 such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of the issuer’s common stock, without par value, as of April 29, 2022 was
TABLE OF CONTENTS
Part I — Financial Information
Item 1. Financial Statements
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share data)
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For the Quarter Ended March 31, |
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2022 |
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2021 |
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Net sales |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general and administrative expenses |
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Gain on disposal of fixed assets |
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Operating income |
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Interest expense, net |
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Income before income taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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Net income per common share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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See notes to unaudited condensed consolidated financial statements.
1
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(Dollars in thousands)
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For the Quarter Ended March 31, |
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2022 |
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2021 |
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Net income |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustment |
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Total other comprehensive income |
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Comprehensive income |
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$ |
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$ |
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See notes to unaudited condensed consolidated financial statements.
2
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Financial Position (Unaudited)
(Dollars in thousands)
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March 31, |
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December 31, |
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2022 |
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2021 |
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Assets |
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Current Assets |
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Cash |
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$ |
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$ |
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Accounts receivable, less allowances of $ |
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Income tax receivable |
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Inventories, net |
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Prepaid expenses and other current assets |
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Total Current Assets |
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Property, plant, and equipment, net |
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Right of use asset - operating leases |
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Goodwill |
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Intangible assets, net |
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Deferred income taxes |
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Other |
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Total Assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Current Liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued employee compensation |
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Income taxes payable |
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Accrued taxes payable, other than income taxes |
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Accrued interest |
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Other current liabilities |
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Operating lease liability - short-term |
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Finance lease liability - short-term |
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Total Current Liabilities |
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Long-term debt |
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Operating lease liability - long-term |
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Finance lease liability - long-term |
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Other liabilities |
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Deferred income taxes |
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Total Liabilities |
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Shareholders’ Equity |
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Serial Preferred Shares (authorized |
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Common Shares, without par value (authorized |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained deficit |
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Total Shareholders’ Equity |
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Total Liabilities and Shareholders’ Equity |
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$ |
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$ |
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See notes to unaudited condensed consolidated financial statements.
3
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
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Quarter Ended March 31, 2022 |
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Common Shares |
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Additional |
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Accumulated |
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Retained |
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Total |
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Balance at January 1, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Foreign currency translation |
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Shares issued under incentive plans, |
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Stock compensation expense |
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Declared dividends - $ |
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Balance at March 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Quarter Ended March 31, 2021 |
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Common Shares |
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Additional |
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Accumulated |
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Retained |
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Total |
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Balance at January 1, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Foreign currency translation |
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Shares issued under incentive plans, |
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Stock compensation expense |
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Declared dividends - $ |
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Balance at March 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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See notes to unaudited condensed consolidated financial statements.
4
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
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For the Quarter Ended March 31, |
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2022 |
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2021 |
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Cash Flows From Operating Activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by (used for) operating activities |
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Depreciation and amortization |
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Non-cash stock-based compensation expense |
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Gain on disposal of fixed assets |
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( |
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Other |
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( |
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Cash flows provided by (used for) working capital |
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Accounts receivable |
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( |
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( |
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Inventories |
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( |
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( |
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Prepaid expenses and other current assets |
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( |
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Accounts payable and accrued expenses |
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Net cash provided by (used for) operating activities |
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Cash Flows From Investing Activities |
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Capital expenditures |
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( |
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( |
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Acquisition of business |
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Proceeds from sale of property, plant and equipment |
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Net cash provided by (used for) investing activities |
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Cash Flows From Financing Activities |
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Net borrowings from revolving credit facility |
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Repayments of long-term debt |
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( |
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Payments on finance lease |
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( |
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( |
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Cash dividends paid |
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( |
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( |
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Proceeds from issuance of common stock |
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Shares withheld for employee taxes on equity awards |
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( |
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( |
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Deferred financing fees |
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( |
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Net cash provided by (used for) financing activities |
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( |
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( |
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Foreign exchange rate effect on cash |
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Net decrease in cash |
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( |
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Cash at January 1 |
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Cash at March 31 |
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$ |
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$ |
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See notes to unaudited condensed consolidated financial statements.
5
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except where otherwise indicated)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (collectively, the “Company”), and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) 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. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2021.
In the opinion of the Company, the accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of March 31, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the quarter ended March 31, 2022 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2022.
Accounting Standards Not Yet Adopted
In December 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU is intended to improve the accounting for acquired contracts with customers in business combinations by addressing diversity in practice by requiring the acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. For the Company, this ASU is effective January 1, 2023. Early adoption is permitted. The amendments within this ASU are required to be applied prospectively to business combinations occurring on or after the effective date. The effect of adopting this guidance will depend on the contract assets and liabilities associated with any future acquisitions.
Fair Value Measurement
The Company follows guidance included in ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities, as required. Under ASC 820, the hierarchy that prioritizes the inputs to valuation techniques used to measure fair value is divided into three levels:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs that are observable either directly or indirectly.
Level 3: Unobservable inputs for which there is little or no market data or which reflect the entity’s own assumptions.
The Company has financial instruments, including cash, accounts receivable, accounts payable and accrued expenses. The fair value of these financial instruments approximates carrying value due to the nature and relative short maturity of these assets and liabilities.
The fair value of debt under the Company’s Loan Agreement, as defined in Note 11, approximates carrying value due to the floating rates and relative short maturity (less than 90 days) of any revolving borrowings under this agreement. The fair value of the Company’s fixed rate senior unsecured notes was estimated using market observable inputs for the Company’s comparable peers with public debt, including quoted prices in active markets and interest rate measurements which are considered Level 2 inputs. At March 31, 2022 and December 31, 2021, the aggregate fair value of the Company's outstanding fixed rate senior unsecured notes was estimated to be $
The purchase price allocations associated with the July 30, 2021 acquisition of Trilogy Plastics, Inc. (“Trilogy”), as described in Note 3, required fair value measurements using unobservable inputs which are considered Level 3 inputs. The fair value of the acquired intangible assets was determined using an income approach.
6
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) are as follows:
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Foreign |
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Defined Benefit |
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Total |
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Balance at January 1, 2022 |
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$ |
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$ |
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$ |
( |
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Other comprehensive income (loss) before reclassifications |
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Net current-period other comprehensive income (loss) |
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Balance at March 31, 2022 |
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$ |
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$ |
( |
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$ |
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Foreign |
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Defined Benefit |
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Total |
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Balance at January 1, 2021 |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Other comprehensive income (loss) before reclassifications |
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Net current-period other comprehensive income (loss) |
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Balance at March 31, 2021 |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Allowance for Credit Losses
Management has established certain requirements that customers must meet before credit is extended. The financial condition of customers is continually monitored and collateral is usually not required. The Company evaluates the collectability of accounts receivable based on a combination of factors. The Company reviews historical trends for credit loss as well as current economic conditions in determining an estimate for its allowance for credit losses. Additionally, in circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific allowance for credit losses is recorded against amounts due to reduce the net recognized receivable to the amount the Company reasonably expects will be collected.
The changes in the allowance for credit losses for the quarters ended March 31, 2022 and 2021 were as follows:
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2022 |
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2021 |
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Balance at January 1 |
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$ |
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$ |
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Provision for expected credit loss, net of recoveries |
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Write-offs and other |
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( |
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( |
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Balance at March 31 |
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$ |
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$ |
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2. Revenue Recognition
The Company’s revenue by major market is as follows:
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For the Quarter Ended March 31, 2022 |
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Material |
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Distribution |
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Inter-company |
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Consolidated |
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Consumer |
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$ |
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$ |
— |
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$ |
— |
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$ |
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Vehicle |
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— |
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— |
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Food and beverage |
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— |
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— |
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Industrial |
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— |
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( |
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Auto aftermarket |
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— |
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— |
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Total net sales |
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$ |
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$ |
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$ |
( |
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$ |
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7
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
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For the Quarter Ended March 31, 2021 |
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Material |
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Distribution |
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Inter-company |
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Consolidated |
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Consumer |
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$ |
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$ |
— |
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$ |
— |
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$ |
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Vehicle |
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— |
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— |
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Food and beverage |
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— |
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— |
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Industrial |
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— |
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( |
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Auto aftermarket |
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— |
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— |
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Total net sales |
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$ |
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$ |
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$ |
( |
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$ |
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Revenue is recognized when obligations under the terms of a contract with customers are satisfied. In both the Distribution and Material Handling segments, this generally occurs with the transfer of control of the products. This transfer of control may occur at either the time of shipment from a Company facility, or at the time of delivery to a designated customer location. Obligations under contracts with customers are typically fulfilled within 90 days of receiving a purchase order from a customer, and generally no other future obligations are required to be performed. The Company generally does not enter into any long-term contracts with customers greater than one year. Based on the nature of the Company’s products and customer contracts, no deferred revenue has been recorded, with the exception of cash advances or deposits received from customers prior to transfer of control of the product. These advances are typically fulfilled within the 90-day time frame mentioned above.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring the products. Certain contracts with customers include variable consideration, such as rebates or discounts. The Company recognizes estimates of this variable consideration each period, primarily based on the most likely level of consideration to be paid to the customer under the specific terms of the underlying programs. While the Company’s contracts with customers do not generally include explicit rights to return product, the Company will in practice allow returns in the normal course of business and as part of the customer relationship. Expected returns allowances are recognized each period based on an analysis of historical experience, and when physical recovery of the product from returns occurs, an estimated right to return asset is also recorded based on the approximate cost of the product.
Amounts included in the Condensed Consolidated Statements of Financial Position (Unaudited) related to revenue recognition include:
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March 31, |
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December 31, |
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Statement of Financial |
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2022 |
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2021 |
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Classification |
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Returns, discounts and other allowances |
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$ |
( |
) |
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$ |
( |
) |
|
Accounts receivable |
Right of return asset |
|
$ |
|
|
$ |
|
|
Inventories, net |
||
Customer deposits |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other current liabilities |
Accrued rebates |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other current liabilities |
Sales, value added, and other taxes collected with revenue from customers are excluded from net sales. The cost for shipments to customers is recognized when control over products has transferred to the customer and is classified as Selling, General and Administrative expenses for the Company’s manufacturing business and as Cost of Sales for the Company’s distribution business. Costs for shipments to customers in Selling, General and Administrative expenses were approximately $
Based on the short-term nature of contracts described above, contract acquisition costs are not significant. These costs, as well as other incidental items that are immaterial in the context of the contract, are recognized as expense as incurred.
3. Acquisitions
Trilogy Plastics
On July 30, 2021, the Company acquired the assets of Trilogy, a custom rotational molder specializing in high quality parts and assemblies, which is included in the Materials Handling Segment. The Trilogy acquisition aligns with the Company’s long-term strategic plan to transform the Company into a high-growth, customer-centric innovator of value-added engineered plastic solutions. The purchase price for the acquisition was $
8
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
The acquisition of Trilogy was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill.
Assets acq |