These terms and conditions govern your use of the website alphaminr.com and its related
services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr,
(“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms
include the provisions in this document as well as those in the Privacy Policy. These terms may
be modified at any time.
Subscription
Your subscription will be on a month to month basis and automatically renew every month. You may
terminate your subscription at any time through your account.
Fees
We will provide you with advance notice of any change in fees.
Usage
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Limitation of Liability
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The
service is provided “As is”. The materials and information accessible through the Service are
solely for informational purposes. While we strive to provide good information and data, we make
no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO
YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY
OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR
(2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE
CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR
CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision
shall not affect the validity or enforceability of the remaining provisions herein.
Privacy Policy
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal
information when we provide our service (“Service”). This Privacy Policy explains how
information is collected about you either directly or indirectly. By using our service, you
acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy
Policy, please do not use our Service. You should contact us if you have questions about it. We
may modify this Privacy Policy periodically.
Personal Information
When you register for our Service, we collect information from you such as your name, email
address and credit card information.
Usage
Like many other websites we use “cookies”, which are small text files that are stored on your
computer or other device that record your preferences and actions, including how you use the
website. You can set your browser or device to refuse all cookies or to alert you when a cookie
is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not
function properly. We collect information when you use our Service. This includes which pages
you visit.
Sharing of Personal Information
We use Google Analytics and we use Stripe for payment processing. We will not share the
information we collect with third parties for promotional purposes.
We may share personal information with law enforcement as required or permitted by law.
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
September 30,
2025
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
001-08524
Myers Industries, Inc.
(Exact name of registrant as specified in its charter)
Ohio
34-0778636
(State or other jurisdiction of
(IRS Employer Identification
incorporation or organization)
Number)
1293 South Main Street
Akron
,
Ohio
44301
(Address of principal executive offices)
(Zip code)
(
330
)
253-5592
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Exchange on Which Registered
Common Stock, without par value
MYE
New York Stock Exchange
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.
Yes
☑ No ☐
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).
Yes
☑ No ☐
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
☐
Accelerated filer
☑
Non-Accelerated filer
☐
Smaller reporting company
☐
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
☐
No
☑
.
The number of shares outstanding of the issuer’s common stock, without par value, as of October 24, 2025 was
37,407,915
shares.
Condensed Consolidated Statem
ents of Operations (Unaudited)
(Dollars in thousands, except per share data)
For the Quarter Ended September 30,
For the Nine Months Ended September 30,
2025
2024
2025
2024
Net sales
$
205,435
$
205,067
$
621,768
$
632,405
Cost of sales
136,865
139,937
413,458
427,489
Gross profit
68,570
65,130
208,310
204,916
Selling, general and administrative expenses
44,426
38,486
132,551
129,747
Depreciation and amortization
4,318
4,868
13,225
13,615
Freight out
2,512
4,332
8,117
9,442
(Gain) loss on disposal of fixed assets
(
375
)
192
99
253
Impairment charges
—
22,016
—
22,016
Operating income (loss)
17,689
(
4,764
)
54,318
29,843
Interest expense, net
7,497
8,091
22,247
23,176
Income (loss) before income taxes
10,192
(
12,855
)
32,071
6,667
Income tax expense (benefit)
3,104
(
1,977
)
8,473
3,763
Net income (loss)
$
7,088
$
(
10,878
)
$
23,598
$
2,904
Net income (loss) per common share:
Basic
$
0.19
$
(
0.29
)
$
0.63
$
0.08
Diluted
$
0.19
$
(
0.29
)
$
0.63
$
0.08
See notes to unaudited condensed consolidated financial statements.
1
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of C
omprehensive Income (Loss) (Unaudited)
(Dollars in thousands)
For the Quarter Ended September 30,
For the Nine Months Ended September 30,
2025
2024
2025
2024
Net income (loss)
$
7,088
$
(
10,878
)
$
23,598
$
2,904
Other comprehensive income (loss):
Foreign currency translation adjustment
(
772
)
558
1,135
(
633
)
Unrealized gain (loss) on interest rate swap contracts
(1)
2
(
3,623
)
(
2,339
)
(
5,599
)
Realized (gain) loss on interest rate swap contracts reclassified to interest expense
84
(
403
)
256
(
545
)
Realized (gain) loss on pension liability reclassified to earnings
(2)
—
—
1,101
—
Total other comprehensive income (loss)
(
686
)
(
3,468
)
153
(
6,777
)
Comprehensive income
$
6,402
$
(
14,346
)
$
23,751
$
(
3,873
)
(1)
Amounts shown net of tax expense (benefit) of $
30
and $(
732
) for the quarter and
nine months ended September 30, 2025
, respectively and $(
1,453
) and $(
2,159
) for the quarter and
nine months ended September 30, 2024
, respectively.
(2)
Amounts reclassified to
Selling, general and administrative expenses
net of tax expense (benefit) of $(
399
) for the
nine months ended September 30, 2025
.
See notes to unaudited condensed consolidated financial statements.
2
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements
of Financial Position (Unaudited)
(Dollars in thousands)
September 30,
December 31,
2025
2024
Assets
Current Assets
Cash
$
47,965
$
32,222
Trade accounts receivable, less allowances of $
4,977
and $
5,234
, respectively
123,271
109,372
Other accounts receivable, net
6,138
12,654
Inventories, net
99,633
97,001
Prepaid expenses and other current assets
9,787
8,058
Total Current Assets
286,794
259,307
Property, plant, and equipment, net
131,484
137,564
Right of use asset - operating leases
26,429
30,561
Goodwill
255,858
255,532
Intangible assets, net
155,019
166,321
Deferred income taxes
205
205
Other
8,282
11,325
Total Assets
$
864,071
$
860,815
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable
$
81,569
$
71,049
Accrued employee compensation
21,389
14,731
Income taxes payable
1,783
4,623
Accrued taxes payable, other than income taxes
2,952
2,781
Accrued interest
296
267
Other current liabilities
26,892
26,794
Operating lease liability - short-term
6,699
6,597
Finance lease liability - short-term
639
621
Long-term debt - current portion
29,528
19,649
Total Current Liabilities
171,747
147,112
Long-term debt
331,698
355,310
Operating lease liability - long-term
19,701
23,700
Finance lease liability - long-term
7,512
7,994
Other liabilities
15,048
15,303
Deferred income taxes
31,742
33,884
Total Liabilities
577,448
583,303
Shareholders’ Equity
Serial Preferred Shares (authorized
1,000,000
shares;
none
issued and outstanding)
—
—
Common Shares, without par value (authorized
60,000,000
shares;
outstanding
37,386,928
and
37,262,566
; net of treasury shares
of
5,165,529
and
5,289,891
, respectively)
23,043
22,923
Additional paid-in capital
325,659
325,163
Accumulated other comprehensive loss
(
21,957
)
(
22,110
)
Retained deficit
(
40,122
)
(
48,464
)
Total Shareholders’ Equity
286,623
277,512
Total Liabilities and Shareholders’ Equity
$
864,071
$
860,815
See notes to unaudited condensed consolidated financial statements.
3
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(Dollars in thousands, except per share data)
Quarter Ended September 30, 2025
Common Shares
Additional
Paid-In Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Deficit
Total
Shareholders'
Equity
Balance at July 1, 2025
$
23,038
$
324,971
$
(
21,271
)
$
(
42,098
)
$
284,640
Net income (loss)
—
—
—
7,088
7,088
Foreign currency translation
adjustment
—
—
(
772
)
—
(
772
)
Interest rate swap, net of tax of $
30
—
—
86
—
86
Shares issued under incentive plans,
net of shares withheld for tax
24
225
—
—
249
Repurchase of common stock
(
19
)
(
487
)
—
—
(
506
)
Stock compensation expense
—
950
—
—
950
Declared dividends - $
0.135
per share
—
—
—
(
5,112
)
(
5,112
)
Balance at September 30, 2025
$
23,043
$
325,659
$
(
21,957
)
$
(
40,122
)
$
286,623
Quarter Ended September 30, 2024
Common Shares
Additional
Paid-In Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Deficit
Total
Shareholders'
Equity
Balance at July 1, 2024
$
22,879
$
323,586
$
(
20,124
)
$
(
31,789
)
$
294,552
Net income (loss)
—
—
—
(
10,878
)
(
10,878
)
Foreign currency translation
adjustment
—
—
558
—
558
Interest rate swap, net of tax of ($
1,453
)
—
—
(
4,026
)
—
(
4,026
)
Shares issued under incentive plans,
net of shares withheld for tax
24
218
—
—
242
Stock compensation expense
—
190
—
—
190
Declared dividends - $
0.135
per share
—
—
—
(
4,999
)
(
4,999
)
Balance at September 30, 2024
$
22,903
$
323,994
$
(
23,592
)
$
(
47,666
)
$
275,639
See notes to unaudited condensed consolidated financial statements.
4
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(Dollars in thousands, except per share data)
Nine Months Ended September 30, 2025
Common Shares
Additional
Paid-In Capital
Accumulated
Other
Comprehensive Income (Loss)
Retained
Deficit
Total
Shareholders'
Equity
Balance at January 1, 2025
$
22,923
$
325,163
$
(
22,110
)
$
(
48,464
)
$
277,512
Net income (loss)
—
—
—
23,598
23,598
Foreign currency translation
adjustment
—
—
1,135
—
1,135
Interest rate swap, net of tax of ($
732
)
—
—
(
2,083
)
—
(
2,083
)
Shares issued under incentive plans,
net of shares withheld for tax
210
(
273
)
—
—
(
63
)
Repurchase of common stock
(
90
)
(
1,931
)
—
—
(
2,021
)
Stock compensation expense
—
2,700
—
—
2,700
Declared dividends - $
0.405
per share
—
—
—
(
15,256
)
(
15,256
)
Pension liability, net of tax of ($
399
)
—
—
1,101
—
1,101
Balance at September 30, 2025
$
23,043
$
325,659
$
(
21,957
)
$
(
40,122
)
$
286,623
Nine Months Ended September 30, 2024
Common Shares
Additional
Paid-In Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Deficit
Total
Shareholders'
Equity
Balance at January 1, 2024
$
22,608
$
322,526
$
(
16,815
)
$
(
35,519
)
$
292,800
Net income (loss)
—
—
—
2,904
2,904
Foreign currency translation
adjustment
—
—
(
633
)
—
(
633
)
Interest rate swap, net of tax of ($
2,159
)
—
—
(
6,144
)
—
(
6,144
)
Shares issued under incentive plans,
net of shares withheld for tax
295
731
—
—
1,026
Stock compensation expense
—
737
—
—
737
Declared dividends - $
0.405
per share
—
—
—
(
15,051
)
(
15,051
)
Balance at September 30, 2024
$
22,903
$
323,994
$
(
23,592
)
$
(
47,666
)
$
275,639
See notes to unaudited condensed consolidated financial statements.
5
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Stateme
nts of Cash Flows (Unaudited)
(Dollars in thousands)
For the Nine Months Ended September 30,
2025
2024
Cash Flows From Operating Activities
Net income (loss)
$
23,598
$
2,904
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities
Depreciation and amortization
29,652
28,760
Amortization of deferred financing costs
1,621
1,318
Amortization of acquisition-related inventory step-up
—
4,457
Non-cash stock-based compensation expense
2,700
737
(Gain) loss on disposal of fixed assets
99
253
Impairment charges
—
22,016
Other
(
2,831
)
550
Cash flows provided by (used for) working capital
Accounts receivable - trade and other, net
(
2,127
)
15,646
Inventories
(
2,296
)
(
1,385
)
Prepaid expenses and other current assets
(
1,723
)
(
1,668
)
Accounts payable and accrued expenses
15,507
(
21,644
)
Net cash provided by (used for) operating activities
64,200
51,944
Cash Flows From Investing Activities
Capital expenditures
(
15,935
)
(
17,302
)
Acquisition of business, net of cash acquired
—
(
348,312
)
Proceeds from sale of property, plant and equipment
661
112
Net cash provided by (used for) investing activities
(
15,274
)
(
365,502
)
Cash Flows From Financing Activities
Net borrowings (repayments) on revolving credit facility
—
(
15,000
)
Proceeds from Term Loan A
—
400,000
Repayments of Term Loan A
(
15,000
)
(
10,000
)
Repayments of senior unsecured notes
—
(
38,000
)
Payments on finance lease
(
464
)
(
442
)
Cash dividends paid
(
15,439
)
(
15,392
)
Proceeds from issuance of common stock
866
3,053
Shares withheld for employee taxes on equity awards
(
929
)
(
2,027
)
Repurchase of common stock
(
2,021
)
—
Deferred financing fees
—
(
9,172
)
Net cash provided by (used for) financing activities
(
32,987
)
313,020
Foreign exchange rate effect on cash
(
196
)
(
42
)
Net increase (decrease) in cash
15,743
(
580
)
Cash at January 1
32,222
30,290
Cash at September 30
$
47,965
$
29,710
See notes to unaudited condensed consolidated financial statements.
6
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, 2024.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2025, and the results of operations and cash flows for the periods presented. The results of operations for the quarter and nine months ended September 30, 2025 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2025.
In the first quarter of 2025, the Company updated its presentation of
Depreciation and amortization
expenses and third-party
Freight out
costs previously included in
Selling, general and administrative expenses.
Prior year amounts have been updated to conform to the current presentation as shown in the Condensed Consolidated Statements of Operations (Unaudited).
Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For the Company, this ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments within this ASU should be applied prospectively although retrospective application is also permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03,
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.
This ASU is intended to improve the disclosures about an entity's expenses and requires disaggregation of certain expense captions into specified categories to provide more detailed information about the types of expenses commonly presented. For the Company, this ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments within this ASU should be applied prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements.
The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.
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 the Company’s revolving credit facility, as defined in Note 11, approximates carrying value due to the floating rates and the relative short maturity (less than 90 days) of any revolving borrowings under this agreement. The carrying value of the unhedged
7
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
portion of the Company’s term loan, as defined in Note 11, approximates fair value given that the underlying interest rate applied to such amounts outstanding is currently based upon floating market rates and the Company has the ability to repay the outstanding principal at par value at any time under the terms of this agreement.
The Company has also entered into an interest rate swap contract to reduce its exposure to fluctuations in variable interest rates for future interest payments, as defined in Note 11. The Company uses significant other observable market data or assumptions (Level 2 inputs) in determining the fair value of its interest rate swap that market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk. The fair value estimates reflect an income approach based on the terms of the interest rate swap contract and inputs corroborated by observable market data including interest rate curves. Refer to the derivative instruments section below for further information regarding the fair value measurements for the interest rate swap.
The purchase price allocation associated with the February 8, 2024 acquisition of Signature CR Intermediate Holdco, Inc. ("Signature" or "Signature Systems"), 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.
The Company performs its goodwill impairment test annually as of October 1 and in the interim only when impairment indicators are present. During the quarter ended September 30, 2024 the Company identified indicators of impairment at its rotational molding reporting unit triggering an interim quantitative assessment of goodwill at the rotational molding reporting unit. A quantitative assessment requires the Company to estimate the fair value of the reporting unit (Level 3 measurement), which the Company does using a combination of a discounted cash flow analysis and market-based approach. Estimating fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, long term growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market-based approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions. The fair value of the reporting unit is then compared to the carrying value, and any excess carrying value of the reporting unit above the fair value would indicate impairment.
Derivative Instruments
On May 2, 2024, the Company entered into an interest rate swap agreement to limit its exposure to changes in interest rates on a portion of its floating rate indebtedness. The interest rate swap agreement is designated as a cash flow hedge that qualifies for hedge accounting. The swap has a beginning notional value of $
200.0
million, which reduces proportionately with scheduled Term Loan A amortization payments, and has a final maturity date of
January 31, 2029
. The interest rate swap effectively results in a fixed rate of
4.606
% plus the applicable margin for the hedged debt, as described in Note 11. The reset dates and all other critical terms on the term loans perfectly match with the interest rate swap and accordingly there were no amounts excluded from the measurement of hedge effectiveness.
At September 30, 2025
, the remaining notional value of the Company's interest rate swap totaled $
185.0
million and the net fair value of the Company's interest rate swap contract was estimated to be an unrealized loss of $
6.1
million, which is included in the
Condensed Consolidated Statements of Financial Position (Unaudited) within
Other current liabilities
and
Other liabilities
(long-term) at $
1.6
million and $
4.4
million, respectively. Fair value adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss) ('AOCI') in the
Condensed Consolidated Statements of Financial Position (Unaudited) and balances in AOCI are reclassified into earnings when transactions related to the underlying risk are settled. The pre-tax balance of interest rate swap gain (loss) in AOCI for the quarter and nine months ended September 30, 2025
was $
0.1
million and $(
2.8
) million, respectively and $(
5.5
) million and $(
8.3
) million for the quarter and
nine months ended September 30, 2024, respectively. As of September 30, 2025
, $
1.6
million of net interest rate swap losses recorded in AOCI are expected to be reclassified into earnings within the next twelve months; however, the actual amount that will be reclassified will vary based on changes in interest rates.
8
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:
Foreign
Currency
Interest Rate Swap
(1)
Defined Benefit
Pension Plans
Total
Balance at July 1, 2025
$
(
16,702
)
$
(
4,569
)
$
—
$
(
21,271
)
Other comprehensive income (loss) before reclassifications
(
772
)
2
—
(
770
)
Reclassification to (earnings) loss
—
84
—
84
Net current-period other comprehensive income (loss)
(
772
)
86
—
(
686
)
Balance at September 30, 2025
$
(
17,474
)
$
(
4,483
)
$
—
$
(
21,957
)
(1)
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $
0.0
million
for the quarter ended September 30, 2025.
Foreign
Currency
Interest Rate Swap
(2)
Defined Benefit
Pension Plans
Total
Balance at July 1, 2024
$
(
16,742
)
$
(
2,118
)
$
(
1,264
)
$
(
20,124
)
Other comprehensive income (loss) before reclassifications
558
(
3,623
)
—
(
3,065
)
Reclassification to (earnings) loss
—
(
403
)
—
(
403
)
Net current-period other comprehensive income (loss)
558
(
4,026
)
—
(
3,468
)
Balance at September 30, 2024
$
(
16,184
)
$
(
6,144
)
$
(
1,264
)
$
(
23,592
)
(2)
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(
1.5
) million
for the quarter ended September 30, 2024.
Foreign
Currency
Interest Rate Swap
(3)
Defined Benefit
Pension Plans
(4)
Total
Balance at January 1, 2025
$
(
18,609
)
$
(
2,400
)
$
(
1,101
)
$
(
22,110
)
Other comprehensive income (loss) before reclassifications
1,135
(
2,339
)
—
(
1,204
)
Reclassification to (earnings) loss
—
256
1,101
1,357
Net current-period other comprehensive income (loss)
1,135
(
2,083
)
1,101
153
Balance at September 30, 2025
$
(
17,474
)
$
(
4,483
)
$
—
$
(
21,957
)
(3)
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(
0.7
) million for the
nine months ended September 30, 2025.
(4)
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(
0.4
) million for the
nine months ended September 30, 2025.
Foreign
Currency
Interest Rate Swap
(5)
Defined Benefit
Pension Plans
Total
Balance at January 1, 2024
$
(
15,551
)
$
—
$
(
1,264
)
$
(
16,815
)
Other comprehensive income (loss) before reclassifications
(
633
)
(
5,599
)
—
(
6,232
)
Reclassification to (earnings) loss
—
(
545
)
—
(
545
)
Net current-period other comprehensive income (loss)
(
633
)
(
6,144
)
—
(
6,777
)
Balance at September 30, 2024
$
(
16,184
)
$
(
6,144
)
$
(
1,264
)
$
(
23,592
)
(5)
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(
2.2
) million for the
nine months ended September 30, 2024
.
Defined Benefit Plans
On April 22, 2025, the Company entered into an agreement with United of Omaha Life Insurance Company (the “Insurer”), under which the Company purchased an irrevocable nonparticipating single premium group annuity contract from the insurer and transferred to the insurer the future benefit obligations and annuity administration for remaining retirees and beneficiaries under the Company’s defined benefit pension plan (the ‘Plan’) with remaining obligations that approximated $
4.1
million, at the time of transfer. Under the group annuity contract, the Insurer has made an unconditional and irrevocable commitment to pay the pension benefits of each participant that are due on or after June 1, 2025 and the Company has
no
remaining obligations under the Plan. The purchase of the group annuity contract was funded primarily by the assets of the plan and as a result of the transaction, the Company recognized a pre-tax pension settlement charge of $
1.6
million in the second quarter of 2025, primarily related to the non-cash acceleration of actuarial losses included within
Accumulated Other Comprehensive Income (Loss) in the
Condensed Consolidated Statements of Financial Position (Unaudited).
9
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
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 included within
Trade accounts receivable
for the nine months ended September 30, 2025 and 2024 were as follows:
2025
2024
Balance at January 1
$
4,183
$
2,989
Provision for expected credit loss, net of recoveries
442
1,839
Write-offs and other
(
657
)
(
586
)
Balance at September 30
$
3,968
$
4,242
Allowance for credit losses pertaining to the purchased credit deteriorated assets acquired in conjunction with the acquisition of Signature, as described in Note 3, are not included in the table above. These amounts totaled $
3.2
million as of December 31, 2024 and are included net within
Other accounts receivable
and
Other assets – long-term
. As more fully described in Note 3, the purchased credit deteriorated assets were fully repaid during the nine months ended September 30, 2025
and the $
3.2
million allowance for credit loss was reversed and recognized as a reduction to bad debt expense included in
Selling, general and administrative
on the Condensed Consolidated Statements of Operations (Unaudited)
.
2. Revenue Recognition
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:
September 30,
December 31,
Statement of Financial
Position
2025
2024
Classification
Returns, discounts and other allowances
$
(
1,009
)
$
(
1,051
)
Trade accounts receivable
Right of return asset
$
476
$
456
Inventories, net
Customer deposits
$
(
1,457
)
$
(
2,565
)
Other current liabilities
Accrued rebates
$
(
4,949
)
$
(
4,196
)
Other current liabilities
10
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
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
Freight out
expenses
for the Company’s manufacturing business and as
Cost of sales
for the Company’s distribution business. Costs for shipments to customers in
Freight out
expenses were approximately $
2.5
million and $
4.3
million for the quarters ended
September 30, 2025 and 2024
, respectively, and $
8.1
million and $
9.4
million for the
nine months ended September 30, 2025 and 2024, respectively and in
Cost of sales
were approximately $
2.6
million and $
2.8
million for the quarters ended
September 30, 2025 and 2024
, respectively and $
7.8
million and $
8.4
million for the
nine months ended September 30, 2025 and 2024, respectively.
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.
See Note 14, Segments for additional details on the Company's revenue by major market.
3. Acquisitions
Signature
On February 8, 2024, the Company acquired the stock of Signature Systems, a manufacturer and distributor of composite matting ground protection for industrial applications, stadium turf protection and temporary event flooring, which is included in the Material Handling Segment. The Signature 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.
Cash consideration was $
348.3
million, net of $
4.3
million of cash acquired. Total cash consideration also includes the working capital settlement, which was finalized in June 2024. The Company funded the acquisition of Signature through an amendment and restatement of Myers’ existing loan agreement, as described in Note 11.
The purchase accounting has been finalized and the final allocation of consideration for the Signature acquisition is as follows:
Initial Allocation of Consideration
Measurement Period Adjustments
(1)
Final Allocation
Assets acquired:
Accounts receivable
$
18,902
$
(
48
)
$
18,854
Inventories
17,612
(
239
)
17,373
Prepaid expenses
719
(
25
)
694
Other assets - long-term
4,761
437
5,198
Property, plant and equipment
28,281
(
18
)
28,263
Right of use asset - operating leases
3,946
—
3,946
Intangible assets
127,000
9,700
136,700
Goodwill
215,105
(
32,007
)
183,098
Assets acquired
$
416,326
$
(
22,200
)
$
394,126
Liabilities assumed:
Accounts payable
$
4,542
$
362
$
4,904
Accrued expenses
5,646
266
5,912
Operating lease liability - short-term
525
—
525
Operating lease liability - long-term
2,400
—
2,400
Deferred income taxes
55,054
(
22,981
)
32,073
Total liabilities assumed
68,167
(
22,353
)
45,814
Net acquisition cost
$
348,159
$
153
$
348,312
(1)
The Company's preliminary purchase price allocation changed due to additional information and further analysis.
Included in
Accounts receivable
and
Other assets
(long-term)
of the table above are long term notes receivable with face value of $
11.4
million and estimated fair value of $
7.0
million based on a risk-adjusted income approach, of which $
1.9
million was classified as current as of the date of acquisition. The long term notes receivable acquired were considered purchased credit deteriorated assets. At the acquisition date, the Company established a $
3.2
million allowance for credit loss, which has been added to the fair value of the loan to determine its amortized cost basis. The $
1.2
million
difference between the amortized cost basis and unpaid principal
11
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
represents
a noncredit discount that will be amortized into interest income over the remaining lives of the long term notes receivable through their maturities in
August 2026
.
In May 2025, subsequent to the acquisition date and final allocation of consideration for the Signature acquisition, the customer prepaid the remaining balance of the outstanding long term notes receivable for $
8.3
million. The $
3.2
million allowance for credit loss was reversed and recognized as a reduction to bad debt expense included in
Selling, general and administrative
and the remaining noncredit discount of $
0.3
million was accelerated into interest income included in
Interest expense
on the Condensed Consolidated Statements of Operations (Unaudited).
Intangible assets consist of Signature’s technology, customer relationships and the Signature Systems
indefinite-lived trade name, and are summarized in the table below:
Fair Value
Weighted Average
Estimated
Useful Life
Customer relationships
$
83,800
10.0
years
Technology
31,300
12.0
years
Total amortizable intangible assets
$
115,100
Intangible assets not subject to amortization:
Trademarks and trade names
$
21,600
Indefinite
The following unaudited pro forma results of operations for the three months ended March 31, 2024 assumes the Signature acquisition was completed on January 1, 2023.
The following pro forma results include adjustments to reflect acquisition related costs, additional interest expense, amortization of intangibles associated with the acquisition, amortization of acquisition-related inventory step-up costs and the effects of adjustments made to the carrying value of certain assets.
For the Quarter Ended March 31,
2024
Net sales
$
221,821
Net income
8,345
The unaudited pro forma results may not be indicative of the results that would have been obtained had the acquisition occurred at the beginning of the period presented, nor is it intended to be a projection of future results.
4. Restructuring
On March 6, 2025, the Company announced it would be launching a 'Focused Transformation' initiative with a target to implement $
20
million of annualized cost savings, primarily in SG&A, by year-end 2025. In conjunction with the program the Company incurred $
0.8
million and $
3.2
million of restructuring charges during the quarter and
nine months ended September 30, 2025, respectively
.
Accrued and unpaid restructuring expenses were $
0.5
million at
September 30, 2025 and remaining costs to complete the program will continue to be evaluated by the Company as it conducts a comprehensive review of its portfolio and key strategic initiatives.
On July 31, 2025, the Company announced as part of its Focused Transformation initiatives, a plan to idle two of its rotational molding production facilities and to consolidate that production into other facilities.
In conjunction with this initiative the Company incurred $
1.3
million of restructuring charges during the quarter and
nine months ended September 30, 2025
.
Accrued and unpaid restructuring expenses were $
0.5
million at
September 30, 2025 and
the Company expects to incur up to $
12
million in restructuring costs to complete the initiative, including costs related to employee severance, machine moves, asset impairments and costs related to the long-term facility leases.
In conjunction with the Company's previously announced restructuring plan to improve the Company’s organizational structure and operational efficiency within the Distribution Segment, the Company incurred $
2.5
million of restructuring charges during the
nine months ended September 30, 2025
, and $
0.2
million and $
1.0
million during the quarter and
nine months ended September 30, 2024, respectively
.
The Company also entered into termination agreements to exit two of its idled lease facilities, in conjunction with the restructuring plan, for which the original leases extended through 2028, and total termination charges of $
1.6
million, included in the totals above, for the
nine months ended September 30, 2025
, were recorded to satisfy all remaining obligations under the original lease agreements. Accrued and unpaid restructuring expenses totaled $
0.3
million at
September 30, 2025 and the Company does not expect to incur any further costs related to this initiative which is now complete.
12
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
On July 23, 2025, the Company's Board of Directors approved launching a strategic review of Myers Tire Supply, which is included in the Distribution segment. As a result of the strategic review announced in the second quarter of this year, the company has now initiated a sale process to divest the business, however there can be no assurance that a sale will be completed on terms acceptable to the Company, or at all
. Revenue from this business was $
186
million over the last twelve months, ending September 30, 2025.
In conjunction with the Company's previously announced Ameri-Kart plan the Company incurred $
2.3
million of restructuring charges during the
nine months ended September 30, 2024
.
On May 7, 2024, the Company entered into a termination agreement to exit the idled lease facility, in conjunction with the Ameri-Kart plan, for which the original lease extended through 2026, and a termination payment of $
1.8
million was recorded to satisfy all remaining obligations under the original lease. The Ameri-Kart plan is now complete and there were
no
remaining accrued and unpaid restructuring expenses at
September 30, 2025 or December 31, 2024.
In August 2024, the Company announced the consolidation of its Atlantic, Iowa rotational molding facility into other rotational molding facilities to reduce the cost structure within the Material Handling segment. In December 2024, the Company reduced the scope of the consolidation to keep open its Atlantic, Iowa rotational molding facility as a result of increased demand for certain products produced in that facility. Total restructuring costs incurred related to the facility consolidation were approximately $
1.2
million during the quarter and nine months ended September 30, 2024. Accrued and unpaid restructuring expenses were not significant at December 31, 2024.
Charges from other restructuring initiatives to reduce and streamline overhead costs during the quarter and nine months ended September 30, 2025
totaled $
1.1
million and $
2.6
million, respectively, and $
0.6
million and $
0.8
million during the quarter and
nine months ended September 30, 2024
, respectively. Accrued and unpaid restructuring expenses were $
0.3
million and $
0.9
million at
September 30, 2025 and December 31, 2024, respectively.
The restructuring charges noted above for the quarter and
nine months ended September 30, 2025 and 2024, respectively, are presented in the Condensed Consolidated Statements of Operations (Unaudited) as follows:
For the Quarter Ended September 30,
2025
2024
Segment
Cost of
Sales
SG&A
Total
Cost of
Sales
SG&A
Total
Material Handling
$
1,102
$
370
$
1,472
$
1,160
$
236
$
1,396
Distribution
—
71
71
51
169
220
Corporate
—
1,675
1,675
—
417
417
Total
$
1,102
$
2,116
$
3,218
$
1,211
$
822
$
2,033
For the Nine Months Ended September 30,
2025
2024
Segment
Cost of
Sales
SG&A and Other
(1)
Total
Cost of
Sales
SG&A
Total
Material Handling
$
1,598
$
1,033
$
2,631
$
3,624
$
236
$
3,860
Distribution
—
3,051
3,051
539
436
975
Corporate
—
3,981
3,981
—
417
417
Total
$
1,598
$
8,065
$
9,663
$
4,163
$
1,089
$
5,252
(1)
Amounts included in SG&A and Other, for the nine months ended September 30, 2025
include a $
0.5
million charge related to the facility consolidations, discussed above, that is classified within
(Gain) loss on disposal of fixed assets
on the Condensed Consolidated Statements of Operations (Unaudited).
Restructuring liabilities are included in
other current liabilities
on the Condensed Consolidated Balance Sheets (Unaudited). The change in
other current liabilities
for the nine months ended September 30, 2025 was as follows:
Employee
Reduction
Facility Consolidations
Other Exit Costs
(1)
Total
Balance at December 31, 2024
$
—
$
—
$
962
$
962
Charges to expense
1,759
3,449
4,455
9,663
Cash payments
(
1,418
)
(
2,189
)
(
4,587
)
(
8,194
)
Non-cash activity
171
(
927
)
—
(
756
)
Balance at September 30, 2025
$
512
$
333
$
830
$
1,675
13
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
(1)
Other exit costs consist primarily of executive transition and other related costs.
5. Inventories
Inventories are valued at the lower of cost or market for last-in, first-out (“LIFO”) inventory and lower of cost or net realizable value for first-in, first-out (“FIFO”) inventory. Approximately
30
percent of inventories are valued using the LIFO method of determining cost. All other inventories are valued using the FIFO method of determining cost. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on inventory levels and costs at that time. Accordingly, interim LIFO calculations must be based on management’s estimates of expected year-end inventory levels and costs. Because these calculations are subject to many factors beyond management’s control, annual results may differ from interim results as they are subject to the final year-end LIFO inventory valuation.
No
adjustment to the LIFO reserve was recorded for the quarters ended
September 30, 2025 or 2024.
Inventories consisted of the following:
September 30,
December 31,
2025
2024
Finished and in-process products
$
61,085
$
62,601
Raw materials and supplies
38,548
34,400
$
99,633
$
97,001
6. Other Liabilities
The balance in
Other current liabilities
is comprised of the following:
September 30,
December 31,
2025
2024
Customer deposits and accrued rebates
$
6,406
$
6,761
Dividends payable
5,430
5,613
Accrued litigation, claims and professional fees
337
110
Current portion of environmental
reserves
7,705
6,605
Hedge contract liability
1,648
753
Other accrued expenses
5,366
6,952
$
26,892
$
26,794
The balance in
Other liabilities
(long-term) is comprised of the following:
September 30,
December 31,
2025
2024
Environmental reserves
$
8,098
$
9,984
Supplemental executive retirement plan liability
117
270
Pension liability
—
79
Hedge contract liability
4,409
2,490
Other long-term liabilities
2,424
2,480
$
15,048
$
15,303
14
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
7. Goodwill and Intangible Assets
The change in goodwill for the
nine months ended September 30, 2025 was as follows:
Distribution
Material
Handling
Total
January 1, 2025
$
14,730
$
240,802
$
255,532
Foreign currency translation
—
326
326
September 30, 2025
$
14,730
$
241,128
$
255,858
Intangible assets other than goodwill primarily consist of trade names, customer relationships, patents, non-competition agreements and technology assets established in connection with acquisitions. These intangible assets, other than certain trade names, are amortized over their estimated useful lives. Indefinite-lived trade names had a carrying value of $
31.4
million at both
September 30, 2025 and December 31, 2024. Refer to Note 3 for the intangible assets acquired through the Signature acquisition in February 2024.
During the quarter ended September 30, 2024, the Company’s rotational molding reporting unit continued to experience further declining market conditions including overall lower volume and uncertainty regarding the reporting unit's longer range outlook, primarily due to the current macroeconomic environment reducing expected demand for its products. Due to these potential indicators of impairment identified during the quarter ended September 30, 2024, the Company conducted an interim quantitative impairment test of the goodwill at its rotational molding reporting unit and compared the reporting unit's fair value to its carrying value as required by ASC 350. The Company's quantitative analysis identified that the estimated fair value of the rotational molding reporting unit was below the carrying value and accordingly, the Company recorded a $
22.0
million non-cash impairment charge, for the full carrying value of the goodwill associated with the rotational molding reporting unit. The goodwill impairment charge was recorded within
Impairment charges
in the Condensed Consolidated Statements of Operations (Unaudited).
8. Stockholders' Equity
Net Income Per Common Share
Net income per common share
, as shown on the accompanying Condensed Consolidated Statements of Operations (Unaudited), is determined on the basis of the weighted average number of common shares outstanding during the periods as follows:
For the Quarter Ended September 30,
For the Nine Months Ended September 30,
2025
2024
2025
2024
Weighted average common shares outstanding basic
37,393,620
37,220,456
37,361,228
37,102,761
Dilutive effect of stock options and restricted stock
188,442
—
142,936
147,751
Weighted average common shares outstanding diluted
37,582,062
37,220,456
37,504,164
37,250,512
The dilutive effect of stock options and restricted stock was computed using the treasury stock method. Because the Company incurred a net loss for the quarter ended September 30, 2024, basic and diluted shares are the same. If the Company was in a net income position during the quarter ended September 30, 2024, diluted shares would include an additional
2,280
shares of common stock.
Options to purchase
6,973
and
10,347
shares of common stock that were outstanding for the quarter and
nine months ended September 30, 2025
, respectively were not included in the computation of diluted earnings per share as the exercise prices of these options were greater than the average market price of common shares, and were therefore anti-dilutive. Options to purchase
13,664
and
10,290
shares of common stock that were outstanding
for the quarter and nine months ended September 30, 2024, respectively were not included in the computation of diluted earnings per share as the exercise prices of these options were greater than the average market price of common shares, and were therefore anti-dilutive.
Share Repurchases
On February 27, 2025, the Company's Board of Directors authorized the repurchase of up to $
10.0
million in shares of its Common Stock effective March 10, 2025 (the “2025 Repurchase Program”). The 2025 Repurchase Program replaces the Company’s previously authorized 2013 repurchase program, which is hereby terminated, and will end on the first to occur of reaching the maximum amount of $
10.0
million in repurchases or
December 31, 2025
.
Repurchases under the 2025 repurchase program may be made in the open market at prevailing market prices, through accelerated share repurchases, through privately negotiated transactions, in block trades, and/or
15
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
through
other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations and the Company’s insider trading policy.
Under the 2025 Repurchase Program t
he Company repurchased a total of
30,579
and
147,463
shares for $
0.5
million and $
2.0
million at an average cost of $
16.37
and $
13.57
per share,
exclusive of commissions and excise tax during the quarter and nine months ended September 30, 2025, respectively. As of September 30, 2025
, there was approximately $
8.0
million in remaining funds authorized under the 2025 Repurchase Program.
9. Stock Compensation
The Company’s 2021 Long-Term Incentive Plan (the “2021 Plan”) was adopted by the Board of Directors on March 4, 2021, amended by the Board of Directors on April 20, 2021, and approved by shareholders in the annual shareholder meeting on April 29, 2021. The 2021 Plan authorizes the Compensation and Management Development Committee of the Board of Directors (“Compensation Committee”) to issue up to
2,000,000
additional various stock awards including stock options, performance stock units, restricted stock units and other forms of equity-based awards to key employees and directors.
No
new awards may be issued under the 2021 Plan after March 16, 2024.
The Company’s 2024 Long-Term Incentive Plan (the “2024 Plan”) was adopted by the Board of Directors on February 29, 2024, and approved by shareholders in the annual shareholder meeting on April 25, 2024. The 2024 Plan authorizes the Compensation Committee to issue up to
2,500,000
additional various stock awards including stock options, performance stock units, restricted stock units and other forms of equity-based awards to key employees and directors.
Stock compensation expense was approximately
$
1.0
million and
$
0.2
million for the quarters ended September 30, 2025 and 2024, respectively, and
$
2.7
million and
$
0.7
million for the nine months ended September 30, 2025 and 2024, respectively. These expenses are included in
Selling, general and administrative
expenses. Changes in expected performance under performance share award arrangements can cause volatility in stock compensation expense. Total unrecognized compensation cost related to non-vested stock-based compensation arrangements at September 30, 2025 was approximately
$
5.7
million, which will be recognized over the next
three years
, as such compensation is earned. Outstanding options expire, if unexercised,
ten years
from the date of grant.
10. Contingencies
The Company is a defendant in various lawsuits and a party to various other legal proceedings arising in the ordinary course of business, some of which are covered in whole or in part by insurance. When a loss arising from these matters is probable and can reasonably be estimated, the most likely amount of the estimated probable loss is recorded, or if a range of probable loss can be estimated and no amount within the range is a better estimate than any other amount, the minimum amount in the range is recorded. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary.
Based on current available information, management believes that the ultimate outcome of these matters, including those described below, will not have a material adverse effect on our financial position, cash flows or overall trends in our results of operations. However, these matters are subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or in future periods.
New Idria Mercury Mine
In September 2015, the U.S. Environmental Protection Agency (“EPA”) informed a subsidiary of the Company, Buckhorn, Inc. (“Buckhorn”) via a notice letter and related documents (the “Notice Letter”) that it considers Buckhorn to be a potentially responsible party (“PRP”) in connection with the New Idria Mercury Mine site (“New Idria Mine”). New Idria Mining & Chemical Company (“NIMCC”), which owned and/or operated the New Idria Mine through 1976, was merged into Buckhorn Metal Products Inc. in 1981, which was subsequently acquired by Myers Industries, Inc. in 1987. As a result of the EPA Notice Letter, Buckhorn and the Company entered into an Administrative Order of Consent (“AOC”) with the EPA for the Remedial Investigation/Feasibility Study (“RI/FS”) to determine the extent of remediation necessary and the screening of alternatives. The AOC and related Statement of Work (“SOW”) were effective as of November 27, 2018, the date that it was executed by the EPA. The AOC requires a $
2
million letter of credit to be provided for the duration of the RI/FS as assurance of Buckhorn's performance obligations.
All reasonably estimable costs related to the environmental remediation are accrued. These costs are comprised primarily of estimates to perform the RI/FS, identification of possible other PRPs, EPA oversight fees, past cost claims made by the EPA, periodic monitoring, and responses to demands issued by the EPA under the AOC. It is possible that adjustments to the aforementioned reserves will be
16
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
necessary as new information is obtained, including after finalization and EPA approval of the work plan for the RI/FS. Estimates of Buckhorn’s liability are based on current facts, laws, regulations and technology. Estimates of Buckhorn’s environmental liabilities are further subject to uncertainties regarding the nature and extent of site contamination, the range of remediation alternatives available, evolving remediation standards, imprecise engineering evaluation and cost estimates, the extent of remedial actions that may be required, the extent of oversight by the EPA and the number and financial condition of other PRPs that may be named, as well as the extent of their responsibility for the remediation. Beginning in late 2021 and continuing through the current period, Buckhorn and the EPA continue to actively discuss the scope of the activities in the work plan for the RI/FS, resulting in changes to the estimated costs to perform the RI/FS work plan from time to time. Cost estimates will continue to be refined as the work plans for the RI/FS and the ultimate remediation are finalized and as the activities are performed over a period expected to last several years.
In the fourth quarter of 2022, Buckhorn reached an agreement with respect to certain insurance coverage related to defense costs, which is expected to apply to a substantial portion of the estimated RI/FS costs. Recovery of accrued costs are recorded as a receivable to the extent such recovery is determined to be probable under this agreement. Estimates of cost recoveries will continue to be refined as the RI/FS work plan is finalized and the activities are performed over a period expected to last several years. Buckhorn may also have opportunity for cost recovery under other insurance policies.
Since October 2011, when the New Idria Mine was added to the Superfund National Priorities List by the EPA, Buckhorn has recognized
$
26.0
million of cumulative charges, made cumulative payments of $
16.5
million and received insurance recoveries of $
8.0
million through
September 30, 2025
.
For the quarter and
nine months ended September 30, 2025 the following undiscounted activity was recorded in connection with the New Idria Mercury Mine:
For the Quarter Ended September 30,
For the Nine Months Ended September 30,
2025
2024
2025
2024
Beginning reserve balance
$
11,241
$
12,492
$
12,425
$
13,182
Changes in estimated environmental liability
900
200
900
1,000
Payments made
(
718
)
(
908
)
(
1,902
)
(
2,398
)
Ending reserve balance
(1)
$
11,423
$
11,784
$
11,423
$
11,784
Beginning receivable balance
$
7,050
$
7,114
$
8,404
$
7,245
Changes in estimated insurance recovery
900
700
900
1,700
Insurance recovery reimbursements
(
483
)
(
621
)
(
1,837
)
(
1,752
)
Ending receivable balance
(2)
$
7,467
$
7,193
$
7,467
$
7,193
(1)
As of September 30, 2025
, Buckhorn has a total ending reserve balance of $
11.4
million related to the New Idria Mine, of which $
7.4
million is classified in
Other current
liabilities
and $
4.0
million in
Other liabilities
(long-term).
(2)
As of September 30, 2025
, Buckhorn has a total receivable balance related to the probable insurance recovery of $
7.5
million, of which $
4.2
million is classified in
Other
a
ccounts receivable
and $
3.3
million is classified in
Other assets
(long-term).
Given the circumstances referred to above, including the fact that the final remediation strategy has not yet been determined, Buckhorn has not accrued for remediation costs in connection with this site as it is unable to estimate the range of a reasonably possible liability for remediation costs.
17
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
New Almaden Mine
A number of parties, including the Company and its subsidiary, Buckhorn (as successor to NIMCC), were alleged by trustee agencies of the United States and the State of California to be responsible for natural resource damages due to environmental contamination of areas comprising the historical New Almaden mercury mines located in the Guadalupe River Watershed region in Santa Clara County, California (“County”). In 2005, Buckhorn and the Company, without admitting liability or chain of ownership of NIMCC, resolved the trustees’ claim against them through a consent decree that required them to contribute financially to the implementation by the County of an environmentally beneficial project within the impacted area. Buckhorn and the Company negotiated an agreement with the County ("Cost Sharing Agreement"), whereby Buckhorn and the Company agreed to reimburse one-half of the County’s costs of implementing the project. A
detailed estimate was received from the County in 2016, and estimated costs for implementing the project to range between $
3.3
million and $
4.4
million.
In 2022, the County informed the Company that it may begin implementation of the project in 2023 and that costs were expected to be higher. In January 2023, the County informed Buckhorn that the project will commence in 2023 and that it had accepted a bid to complete the project for approximately $
9.0
million. The Company and Buckhorn intend to vigorously challenge, under the terms of the Cost Sharing Agreement, their responsibility to share in the entirety of the project cost increases.
No
costs were incurred related to New Almaden in the quarter and
nine months ended September 30, 2025 or 2024. As of September 30, 2025
, Buckhorn has a total reserve of $
4.4
million related to the New Almaden Mine, of which $
0.3
million is classified in
Other current liabilities
and $
4.1
million is classified in
Other liabilities
(long-term).
It is possible that adjustments to the aforementioned reserves will be necessary to reflect new information. In addition, the Company may have claims against and defenses to claims by the County under the 2005 agreement that could reduce or offset its obligation for reimbursement of some of these potential additional costs. With the assistance of environmental consultants, the Company will closely monitor this matter and will continue to assess its reserves as additional information becomes available.
Other Matters
On February 14, 2023, a lawsuit was filed by Nan Morgan McCartney in the Circuit Court of Escambia County, Florida (later removed to the Northern District of Florida, Pensacola Division) against the Company, Scepter US Holding Company, Scepter Manufacturing, LLC, Scepter Canada Inc., Walmart Inc., and Wal-Mart Stores East, LP. The complaint seeks compensatory damages and court costs for harm caused to Ms. McCartney allegedly arising from use of a 5-gallon portable fuel container manufactured by a Scepter company and alleges amounts in controversy in excess of $
30
thousand exclusive of costs. On April 2, 2025, the Myers defendants learned that Walmart had settled its case with Plaintiff. Dispositive motions filed by both parties on May 2, 2025 have been
ruled on by the Court with the effect of streamlining certain aspects of the case including dismissal of all defendants except Scepter Manufacturing, eliminating all product liability theories other than design defect, and allowing defendant to plead set-off as an affirmative defense. The Company cannot assess with any meaningful probability the outcome or the potential damages. Scepter has maintained insurance policies, which it believes will cover a substantial portion of the defense costs incurred in this matter.
On March 18, 2025, a lawsuit was filed by Ryan Colvin, individually and on behalf of his minor son, C.C., and Chelsea Conkel, individually, in the United States District Court for the District of Arizona, against Scepter Manufacturing, LLC. The Complaint seeks damages and court costs for harm caused to Plaintiff’s minor son and both parents allegedly arising from the use of a 5-gallon portable fuel container manufactured by Scepter Manufacturing, LLC, and alleges amounts in controversy in excess of $
75
thousand. The Company was served the Complaint on June 6, 2025, and filed its Answer on June 16, 2025. The Company cannot assess with any meaningful probability the outcome or the potential damages. Scepter has maintained insurance policies, which it believes will cover a substantial portion of the defense costs incurred in this matter.
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
On February 8, 2024, the Company entered into Amendment No. 1 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 1”), which amended the Seventh Amended and Restated Loan Agreement (the "Loan Agreement”) dated September 29, 2022 (collectively, the “Amended Loan Agreement”). Amendment No. 1, among other things, permitted the acquisition of Signature Systems and provided a new
5-year
$
400
million term loan facility
(“Term Loan A”). Term Loan A
will amortize in eight quarterly installment payments of $
5
million beginning June 30, 2024, quarterly installment payments of $
10
million thereafter, and any remaining balance due upon maturity
. Term Loan A may be voluntarily prepaid at any time, in whole or in part, without penalty or premium, however, all amounts repaid or prepaid in respect of Term Loan A may not be reborrowed.
Amendment No. 1 did not change the existing revolving credit facility’s maturity date or $
250
million borrowing limit, which includes a letter of credit subfacility and swingline subfacility. In connection with Amendment No. 1, the Company incurred deferred financing fees of $
9.2
million, of which $
8.5
million was related to Term Loan A and included in
Long-term debt
and
Long-term debt - current portion
and $
0.7
million was related to the Revolving Credit Facility and included in
Other assets
(long-term). These deferred financing fees are being amortized to
Interest expense
over their respective terms to maturity. Remaining deferred financing fees on the Revolving Credit Facility were $
0.9
million and
$
1.3
million
as of September 30, 2025
and December 31, 2024, respectively and remaining unamortized deferred financing costs under the Term Loan A totaled $
5.8
million and $
7.0
million as of
September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, the Company had
$
244.7
million available under the Amended Loan Agreement, which is available for the ongoing working capital requirements of the Company and its subsidiaries and for general corporate purposes. The Company had
$
5.3
million of letters of credit issued related to insurance and other contracts requiring financial assurance in the ordinary course of business.
Borrowings under the Amended Loan Agreement bear interest at
the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates.
Amounts borrowed under the credit facility are secured by pledges to all of the Company's assets (except with respect to certain assets that are customarily excluded for the incurrence of such liens).
On January 12, 2024, the Company repaid $
26.0
million of senior unsecured notes upon maturity using cash on hand and availability under the Loan agreement. On February 6, 2024, in connection with the first amendment and restatement to the Loan Agreement discussed above, the Company prepaid the remaining $
12.0
million face value of senior unsecured notes, which were due January 15, 2026, using availability under the revolving credit facility under the Loan Agreement. After giving effect to the payment in full all outstanding senior unsecured notes under the Note Purchase Agreement have been paid and the Note Purchase Agreement has been terminated. In conjunction with the termination t
he Company recognized a loss on debt extinguishment of $
0.1
million, primarily representing the make-whole fees on the senior unsecured notes and the unamortized value of the original issuance discount which were included in
Interest expense
.
The weighted average interest rate on borrowings under the Company’s long-term debt was
8.04
%
and
8.40
%
for the quarters ended September 30, 2025 and 2024, respectively, and
7.85
%
and
8.60
%
for the nine months ended September 30, 2025 and 2024, respectively, which includes a quarterly facility fee on the used and unused portion, as well as amortization of deferred financing costs.
As of September 30, 2025, the Company was in compliance with all of its debt covenants associated with its Amended Loan Agreement. The most restrictive financial covenants for all of the Company’s debt are a net leverage ratio (defined as net debt divided by earnings before interest, taxes, depreciation and amortization, as adjusted) and an interest coverage ratio (defined as earnings before interest, taxes, depreciation and amortization, as adjusted, divided by interest expense).
On May 2, 2024, the Company entered into an interest rate swap agreement to mitigate the variable interest rate risk of borrowings under the Amended Loan Agreement. The swap has a beginning notional value of $
200.0
million, which reduces proportionately with scheduled Term Loan A amortization payments, and has a final maturity date of
January 31, 2029
. At
September 30, 2025
, the remaining notional value of the Company's interest rate swap totaled $
185.0
million. The swap is designated as a cash flow hedge and effectively results in a fixed rate of
4.606
% plus the applicable margin for the hedged debt, as described above and in Note 1.
19
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
12. Income Taxes
The Company’s effective tax rate was
30.5
%
and
26.4
%
for the quarter and nine months ended September 30, 2025, respectively compared to
15.4
%
and
56.4
%
for the quarter and nine months ended September 30, 2024. The effective income tax rate for the current year was different than the Company's statutory rate primarily due to state taxes and the benefit related to the termination of the Company's pension plan. The effective income tax rate for the prior year was different than the Company’s statutory rate, primarily due to non-deductible goodwill impairment charges, state taxes and non-deductible transaction costs related to the Signature acquisition.
The Company and its subsidiaries file U.S. Federal, state and local, and non-U.S. income tax returns. As of
September 30, 2025
, the Company is no longer subject to U.S. Federal examination by tax authorities for tax years before 2021.
The Company is subject to state and local examinations for tax years of
2020 through 2023
. In addition, the Company is subject to non-U.S. income tax examinations for tax years of
2021 through 2024
.
13. Leases
The Company determines if an arrangement is a lease at inception. The Company has leases for manufacturing facilities, distribution centers, warehouses, office space and equipment, with remaining lease terms of
one
to
ten years
.
Certain of these leases include options to extend the lease for up to
five years
, and some include options to terminate the lease early.
Leases with an initial term of 12 months or less are not recorded on the statement of financial position; the Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Operating leases with an initial term greater than 12 months are included in
Right of
use asset – operating leases
(“ROU assets”),
Operating lease liability – short term
, and
Operating lease liability – long term
and finance leases are included in
Property, plant and equipment
,
Finance lease liability – short term
, and
Finance lease liability – long term
in the Condensed Consolidated Statements of Financial Position (Unaudited).
The ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent the obligation to make lease payments. ROU assets and lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. When leases do not provide an implicit rate, the Company’s incremental borrowing rate is used, which is then applied at the portfolio level, based on the information available at commencement date in determining the present value of lease payments. The Company has also elected not to separate lease and non-lease components. The lease terms include options to extend or terminate the lease when it is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.
Amounts included in the Condensed Consolidated Statements of Financial Position (Unaudited) related to leases include:
September 30,
December 31,
Classification
2025
2024
Assets:
Operating lease assets
Right of use asset - operating leases
$
26,429
$
30,561
Finance lease assets
Property, plant and equipment, net
7,371
7,927
Total lease assets
$
33,800
$
38,488
Liabilities:
Current
Operating lease liability - short-term
$
6,699
$
6,597
Long-term
Operating lease liability - long-term
19,701
23,700
Total operating lease liabilities
26,400
30,297
Current
Finance lease liability - short-term
639
621
Long-term
Finance lease liability - long-term
7,512
7,994
Total finance lease liabilities
8,151
8,615
Total lease liabilities
$
34,551
$
38,912
20
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
The components of lease expense include:
For the Quarter Ended September 30,
For the Nine Months Ended September 30,
Lease Cost
Classification
2025
2024
2025
2024
Operating lease cost
(1)
(2)
Cost of sales
$
1,819
$
1,713
$
5,447
$
7,062
Operating lease cost
(1)
(3)
Selling, general and administrative expenses
743
1,001
4,198
2,932
Finance lease cost
Amortization expense
Cost of sales
185
185
556
556
Interest expense on lease liabilities
Interest expense, net
76
82
229
247
Total lease cost
$
2,823
$
2,981
$
10,430
$
10,797
(1)
Includes short-term leases and variable lease costs, which are immaterial
(2)
Operating lease costs included in
Cost of sales
for the nine months ended September 30, 2024, include a $
1.8
million termination charge related to exiting an idled lease facility, as described in Note 4
(3)
Operating lease costs included in
Selling, general and administrative
for the nine months ended September 30, 2025 include $
1.6
million in termination charges related to exiting idled lease facilities, as described in Note 4
Supplemental cash flow information related to leases was as follows:
For the Nine Months Ended September 30,
Supplemental Cash Flow Information
2025
2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
7,750
$
6,117
Operating cash flows from finance leases
$
229
$
247
Financing cash flows from finance leases
$
464
$
442
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases
$
2,345
$
5,218
Finance leases
$
—
$
—
Lease Term and Discount Rate
September 30, 2025
December 31, 2024
Weighted-average remaining lease term (years):
Operating leases
4.46
4.93
Finance leases
10.26
11.00
Weighted-average discount rate:
Operating leases
6.3
%
6.3
%
Finance leases
3.7
%
3.7
%
Maturity of Lease Liabilities - As of September 30, 2025
Operating Leases
Finance Leases
Total
2025
(1)
$
2,050
$
231
$
2,281
2026
8,023
924
8,947
2027
6,803
945
7,748
2028
5,239
950
6,189
2029
3,661
950
4,611
After 2029
4,138
5,758
9,896
Total lease payments
29,914
9,758
39,672
Less: interest
(
3,514
)
(
1,607
)
(
5,121
)
Present value of lease liabilities
$
26,400
$
8,151
$
34,551
(1)
Represents amounts due in
2025 after
September 30, 2025
14. Segments
The Company, a leading manufacturer of products that protect the world from the ground up,
manages its business under
two
operating segments, Material Handling and Distribution, consistent with the manner in which the Chief Operating Decision Maker ("CODM") evaluates performance and makes resource allocation decisions.
The Company's CODM is the Chief Executive Officer
.
None of the
21
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
reportable
segments include operating segments that have been aggregated. These segments contain individual business components that have been combined on the basis of common management, customers, products, production processes and other economic characteristics. Intersegment sales are recorded with a reasonable margin and are eliminated in consolidation.
The Material Handling Segment manufactures a broad selection of durable plastic reusable products that are used repeatedly during the course of their service life. At the end of their service life, these highly sustainable products can be recovered, recycled, and reprocessed into new products. The Material Handling Segment’s products include a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products, OEM parts, custom plastic products, composite ground protection matting, consumer fuel containers and tanks for water, fuel and waste handling. Products in the Material Handling Segment are primarily injection molded, rotationally molded, compression molded or blow molded. This segment conducts its primary operations in the United States and Canada, but also exports globally. Markets served include industrial manufacturing, food processing, retail/wholesale products distribution, agriculture, automotive, recreational vehicles, marine vehicles, healthcare, appliance, bakery, electronics, textiles, construction, infrastructure and consumer, among others. Products are sold both directly to end-users and through distributors. The acquisition of Signature, as described in Note 3, is included in the Material Handling Segment.
The Distribution Segment is engaged in the distribution of equipment, tools, and supplies used for tire servicing and automotive under-vehicle repair and the manufacture of tire repair and retreading products. The product line includes categories such as tire valves and accessories, tire changing and balancing equipment, lifts and alignment equipment, service equipment and tools, and tire repair/retread supplies. The Distribution Segment also manufactures and sells certain traffic markings, including reflective highway marking tape. The Distribution Segment operates domestically through its regional and customer-focused sales team with strategically located regional distribution centers in the United States, and in certain foreign countries through export sales. In addition, the Distribution Segment operates directly in certain foreign markets, principally Central America, through foreign branch operations. Markets served include retail and truck tire dealers, commercial auto and truck fleets, truck stop operations, auto dealers, general service and repair centers, tire retreaders, and government agencies.
Total sales from foreign business units were approximately
$
14.5
million and $
14.0
million for the quarters ended
September 30, 2025 and 2024
, respectively, and $
41.1
million and $
35.9
million for the
nine months ended September 30, 2025 and 2024, respectively.
An analysis of the Company's operations by segment, including revenue by major market is as follows:
For the Quarter Ended September 30, 2025
Material
Handling
Distribution
Corporate
Inter-company
Consolidated
Industrial
$
66,846
$
—
$
—
$
(
72
)
$
66,774
Infrastructure
27,276
—
—
—
27,276
Vehicle
21,943
—
—
—
21,943
Consumer
20,174
—
—
—
20,174
Food and beverage
17,301
—
—
—
17,301
Auto aftermarket
—
51,967
—
—
51,967
Net sales
153,540
51,967
—
(
72
)
205,435
Cost of sales
100,258
36,679
—
(
72
)
136,865
Selling, general and administrative expenses
20,766
14,123
9,537
—
44,426
Depreciation and amortization
3,499
632
187
—
4,318
Freight out
2,332
180
—
—
2,512
(Gain) loss on disposal of fixed assets
112
(
487
)
—
—
(
375
)
Operating income (loss)
(2)
26,573
840
(
9,724
)
—
17,689
Interest expense, net
7,497
Income before income taxes
$
10,192
Total assets
704,301
96,458
63,312
—
864,071
Capital additions, net
4,194
98
(
47
)
—
4,245
Depreciation and amortization
(7)
8,769
732
728
—
10,229
22
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
For the Quarter Ended September 30, 2024
Material
Handling
Distribution
Corporate
Inter-company
Consolidated
Industrial
$
64,806
$
—
$
—
$
(
35
)
$
64,771
Infrastructure
20,736
—
—
—
20,736
Vehicle
24,839
—
—
—
24,839
Consumer
24,388
—
—
—
24,388
Food and beverage
15,949
—
—
—
15,949
Auto aftermarket
—
54,384
—
—
54,384
Net sales
150,718
54,384
—
(
35
)
205,067
Cost of sales
102,401
37,571
—
(
35
)
139,937
Selling, general and administrative expenses
(1)
(6) (8)
17,234
13,686
7,566
—
38,486
Depreciation and amortization
3,914
738
216
—
4,868
Freight out
4,072
260
—
—
4,332
(Gain) loss on disposal of fixed assets
195
(
2
)
(
1
)
—
192
Impairment charges
(9)
22,016
—
—
—
22,016
Operating income (loss)
(2)
886
2,131
(
7,781
)
—
(
4,764
)
Interest expense, net
8,091
Income before income taxes
$
(
12,855
)
Total assets
752,137
105,816
47,046
—
904,999
Capital additions, net
6,995
7
176
—
7,178
Depreciation and amortization
(7)
9,158
823
758
—
10,739
For the Nine Months Ended September 30, 2025
Material
Handling
Distribution
Corporate
Inter-company
Consolidated
Industrial
$
192,609
$
—
$
—
$
(
273
)
$
192,336
Infrastructure
84,309
—
—
—
84,309
Vehicle
73,013
—
—
—
73,013
Consumer
67,118
—
—
—
67,118
Food and beverage
52,790
—
—
—
52,790
Auto aftermarket
—
152,202
—
—
152,202
Net sales
469,839
152,202
—
(
273
)
621,768
Cost of sales
305,911
107,820
—
(
273
)
413,458
Selling, general and administrative expenses
(3) (4)
62,333
42,629
27,589
—
132,551
Depreciation and amortization
10,510
2,074
641
—
13,225
Freight out
7,461
656
—
—
8,117
(Gain) loss on disposal of fixed assets
198
(
99
)
—
—
99
Operating income (loss)
(2)
83,426
(
878
)
(
28,230
)
—
54,318
Interest expense, net
22,247
Income before income taxes
$
32,071
Total assets
704,301
96,458
63,312
—
864,071
Capital additions, net
15,353
470
112
—
15,935
Depreciation and amortization
(7)
26,644
2,368
2,261
—
31,273
23
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
For the Nine Months Ended September 30, 2024
Material
Handling
Distribution
Corporate
Inter-company
Consolidated
Industrial
$
179,561
$
—
$
—
$
(
89
)
$
179,472
Infrastructure
71,791
—
—
—
71,791
Vehicle
83,621
—
—
—
83,621
Consumer
74,254
—
—
—
74,254
Food and beverage
59,724
—
—
—
59,724
Auto aftermarket
—
163,543
—
—
163,543
Net sales
468,951
163,543
—
(
89
)
632,405
Cost of sales
(5)
315,718
111,860
—
(
89
)
427,489
Selling, general and administrative expenses
(1)
(6) (8)
59,652
43,809
26,286
—
129,747
Depreciation and amortization
10,788
2,199
628
—
13,615
Freight out
8,733
709
—
—
9,442
(Gain) loss on disposal of fixed assets
201
51
1
—
253
Impairment charges
(9)
22,016
—
—
—
22,016
Operating income (loss)
(2)
51,843
4,915
(
26,915
)
—
29,843
Interest expense, net
23,176
Income before income taxes
$
6,667
Total assets
752,137
105,816
47,046
—
904,999
Capital additions, net
15,666
1,069
567
—
17,302
Depreciation and amortization
(7)
25,706
2,426
1,946
—
30,078
(1)
The Company recognized $(
0.5
) million and $(
0.7
) million of expense (income) to the estimated environmental reserve, net of probable insurance recoveries for the quarter and
nine months ended September 30, 2024
, respectively, as described in Note 10. Environmental charges are not included in segment results and are shown with Corporate.
(2)
The Company incurred $
3.2
million and $
9.7
million of restructuring costs associated with the restructuring initiatives described in Note 4, for the quarter and
nine months ended September 30, 2025
, of which $
1.5
million and $
2.6
million are included in Material Handling, $
0.1
million and $
3.1
million are included in Distribution and $
1.7
million and $
4.0
million are included with Corporate's results, respectively. The Company incurred $
2.0
million and $
5.3
million of restructuring costs associated with the restructuring initiatives described in Note 4, for the quarter and
nine months ended September 30, 2024
, of which $
1.4
million and $
3.9
million are included in Material Handling and $
0.2
million and $
1.0
million are included in Distribution's results, respectively and $
0.4
million is included in Corporate's results, for the quarter and
nine months ended September 30, 2024
.
(3)
During the nine months ended September 30, 2025
, the Company recognized a $
1.6
million pre-tax pension settlement charge within the Material Handling segment, as described in Note 1.
(4)
The Company recognized a $
3.2
million recovery of purchased credit deteriorated assets for the
nine months ended September 30, 2025, as described in Note 3. The recovery was recognized as a reduction to bad debt expense included in
Selling, general and administrative
within the Material Handling segment.
(5)
The Company recognized $
4.5
million of non-cash inventory step-up that was amortized to
Cost of sales
for the nine months ended September 30, 2024
, related to the reporting of inventory at fair value in conjunction with the acquisition of Signature, described in Note 3.
(6)
The Company incurred $
0.3
million and $
4.4
million of acquisition related costs associated with the Signature acquisition, as described in Note 3, for the quarter and
nine months ended September 30, 2024
, of which $
0.3
million and $
4.1
million are included in Corporate for the quarter and
nine months ended September 30, 2024
, respectively and $
0.3
million is included in Material Handling's results for the
nine months ended September 30, 2024
.
(7)
Total depreciation and amortization inclusive of amounts within
Cost of sales.
Corporate depreciation and amortization includes amortization of deferred financing costs of $
0.5
million and $
0.5
million
for the quarters ended September 30, 2025 and 2024
, respectively, and $
1.6
million and $
1.3
million for the
nine months ended September 30, 2025 and 2024
, respectively.
(8)
The Company recognized $
1.4
million of executive severance which is included in Corporate's results for the quarter and nine months ended September 30, 2024.
(9)
The Company recognized $
22.0
million of non-cash impairment charges, as described in Note 7, for the quarter and nine months ended September 30, 2024, which are included in Material Handling's results.
24
Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q and the information incorporated by reference contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including information regarding the Company’s financial outlook, future plans, objectives, business prospects and anticipated financial performance. Forward-looking statements can be identified by words such as “will,” “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” or variations of these words, or similar expressions. These forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, these statements inherently involve a wide range of uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. The Company’s actual actions, results, and financial condition may differ materially from what is expressed or implied by the forward-looking statements.
Specific factors that could cause such a difference on our business, financial position, results of operations and/or liquidity include, without limitation, significant increases in the cost of raw materials or disruption in the availability of raw materials; operating in a very competitive business environment; changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences; physical and other risks that could disrupt production; risks associated with our ability to develop and market new products; risks associated with protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others; price volatility with our common stock; risks associated with our strategic growth initiatives or the failure to achieve the anticipated benefits of such initiatives; unanticipated downturn in business or inflationary conditions in the U.S. economy or global markets; risks associated with doing business in foreign countries; inability of the Company to maintain access to credit financing; risks associated with equity ownership concentration; claims, litigation and regulatory actions against the Company; changes in laws (including privacy laws), regulations and standards affecting the Company; current and future environmental and other governmental laws and requirements affecting the Company; unforeseen events, including natural disasters, unusual or severe weather events and patterns, public health crises, geopolitical crises, and other catastrophic events; instability in geographies impacted by political events, trade disputes, war, terrorism and other business interruptions; our ability to successfully execute our announced intended divestiture of the Myers Tire Supply business; and other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including without limitation, the risk factors disclosed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Given these factors, as well as other variables that may affect our operating results, readers should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance, nor use historical trends to anticipate results or trends in future periods. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company expressly disclaims any obligation or intention to provide updates to the forward-looking statements and the estimates and assumptions associated with them.
Executive Overview
The Company, a leading manufacturer of products that protect the world from the ground up, conducts its business activities in two reportable segments: The Material Handling Segment and the Distribution Segment.
The Company designs, manufactures, and markets a variety of plastic, metal and rubber products. The Material Handling Segment manufactures a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products, OEM parts, custom plastic products, composite ground protection matting, consumer fuel containers and tanks for water, fuel and waste handling. Products in the Material Handling Segment are primarily injection molded, rotationally molded, compression molded or blow molded. The Distribution Segment is engaged in the distribution of tools, equipment and supplies used for tire, wheel and under vehicle service on passenger, heavy truck and off-road vehicles, as well as the manufacturing of tire repair and retreading products.
The Company’s results of operations for the quarter and nine months ended September 30, 2025 are discussed below. The current economic environment includes heightened risks from tariffs, inflation, interest rates, banking liquidity, volatile commodity costs, supply chain disruptions and labor availability stemming from the broader economic effects of the international geopolitical climate, including rapidly changing regulations which has increased volatility in global commodity markets, including oil (a component of many plastic resins), energy and agricultural commodities. Some of our businesses have been and may continue to be affected by these broader economic effects, including customer demand for our products, supply chain disruptions, labor availability, tariffs and inflation. The Company believes it is well-positioned to manage through this uncertainty as it has a strong balance sheet with sufficient liquidity and borrowing capacity as well as a diverse product offering and customer base.
25
Results of Operations:
Comparison of the Quarter Ended September 30, 2025 to the Quarter Ended September 30, 2024
Net Sales:
(dollars in thousands)
Quarter Ended September 30,
Segment
2025
2024
Change
% Change
Material Handling
$
153,540
$
150,718
$
2,822
1.9
%
Distribution
51,967
54,384
(2,417
)
(4.4
)%
Inter-company sales
(72
)
(35
)
(37
)
Total net sales
$
205,435
$
205,067
$
368
0.2
%
Net sales for the quarter ended September 30, 2025 were $205.4 million, an increase of $0.4 million or 0.2% compared to the quarter ended September 30, 2024. Net sales increased due to higher volume of $3.1 million, partially offset by lower pricing of $2.6 million and the effect of unfavorable currency translation of $0.1 million.
Net sales in the Material Handling Segment increased $2.8 million or 1.9% for the quarter ended September 30, 2025 compared to the quarter ended September 30, 2024. Net sales increased due to higher volume of $6.1 million, partially offset by lower pricing of $3.2 million and the effect of unfavorable currency translation of $0.1 million.
Net sales in the Distribution Segment decreased $2.4 million or 4.4% for the quarter ended September 30, 2025 compared to the quarter ended September 30, 2024, primarily due to lower volume of $3.0 million partially offset by higher pricing of $0.6 million.
Cost of Sales & Gross Profit:
Quarter Ended September 30,
(dollars in thousands)
2025
2024
Change
% Change
Cost of sales
$
136,865
$
139,937
$
(3,072
)
(2.2
)%
Gross profit
$
68,570
$
65,130
$
3,440
5.3
%
Gross profit as a percentage of sales
33.4
%
31.8
%
Gross profit increased $3.4 million, or 5.3%, for the quarter ended September 30, 2025 compared to the quarter ended September 30, 2024, due to higher volume as described under Net Sales above, favorable mix, favorable cost productivity and lower material costs, partially offset by lower pricing. Gross margin was 33.4% for the quarter ended September 30, 2025 compared with 31.8% for the quarter ended September 30, 2024.
Selling, General and Administrative Expenses:
Quarter Ended September 30,
(dollars in thousands)
2025
2024
Change
% Change
SG&A expenses
$
44,426
$
38,486
$
5,940
15.4
%
SG&A expenses as a percentage of sales
21.6
%
18.8
%
Selling, general and administrative (“SG&A”) expenses for the quarter ended September 30, 2025 were $44.4 million, an increase of $5.9 million or 15.4% compared to the same period in the prior year. Increases in SG&A expenses for the quarter ended September 30, 2025 were primarily due to $4.5 million of higher incentive compensation, including reversals of incentive compensation in 2024, $0.9 million of higher facility costs, $1.6 million of higher legal fees and $1.3 million of higher restructuring costs as described in Note 4, partially offset by $1.3 million of lower professional fees, $0.5 million of lower salaries and benefits, $0.7 million of lower variable selling expenses, $0.2 million of lower commissions and $0.3 million of lower acquisition and integration costs due to the Signature acquisition as described in Note 3. Environmental matters as described in Note 10 also resulted in a net $0.5 million of income for the quarter ended September 30, 2024.
26
Depreciation and amortization:
Depreciation and amortization, exclusive of amounts within
Cost of sales
, decreased $0.6 million to $4.3 million for the quarter ended September 30, 2025 as compared to $4.9 million for the quarter ended September 30, 2024. The decrease was primarily related to asset disposals in conjunction with the facility consolidations, as described in Note 4.
Freight out:
Freight out costs decreased $1.8 million to $2.5 million for the quarter ended September 30, 2025 as compared to $4.3 million for the quarter ended September 30, 2024. The decrease was primarily related to product and customer mix as higher sales volume was primarily related to products with lower overall freight costs.
(Gain) loss on disposal of fixed assets:
The Company recognized $(0.4) million of gains on the disposal of fixed assets for the quarter ended September 30, 2025 as compared to $0.2 million of losses on the disposal of fixed assets for the quarter ended September 30, 2024, primarily related to the sale of fixed assets during the quarter.
Impairment Charges:
During the quarter ended September 30, 2024, the Company recorded a $22.0 million non-cash impairment charge, for the full carrying value of goodwill in the rotational molding reporting unit, included in the Material Handling Segment, as discussed in Note 7.
Net Interest Expense:
Quarter Ended September 30,
(dollars in thousands)
2025
2024
Change
% Change
Net interest expense
$
7,497
$
8,091
$
(594
)
(7.3
)%
Average outstanding borrowings, net
$
384,348
$
414,953
$
(30,605
)
(7.4
)%
Weighted-average borrowing rate
8.04
%
8.40
%
Net interest expense for the quarter ended September 30, 2025 was $7.5 million, a decrease of $0.6 million, or 7.3%, compared with $8.1 million for the quarter ended September 30, 2024. The lower net interest expense was due to lower average outstanding borrowings and a lower weighted-average borrowing rate for the quarter ended September 30, 2025.
Income Taxes:
Quarter Ended September 30,
(dollars in thousands)
2025
2024
Income (loss) before income taxes
$
10,192
$
(12,855
)
Income tax expense (benefit)
$
3,104
$
(1,977
)
Effective tax rate
30.5
%
15.4
%
The Company’s effective tax rate was 30.5% and 15.4% for the quarters ended September 30, 2025 and 2024, respectively. The difference in the effective tax rate as compared to the 21% US federal statutory rate is primarily driven by fixed non-deductible expenses in both the current and prior year, with the prior year including expenses related to the Signature acquisition, that partially offset the income tax benefit from the prior year quarters net loss before income taxes.
27
Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
Net Sales:
(dollars in thousands)
Nine Months Ended September 30,
Segment
2025
2024
Change
% Change
Material Handling
$
469,839
$
468,951
$
888
0.2
%
Distribution
152,202
163,543
(11,341
)
(6.9
)%
Inter-company sales
(273
)
(89
)
(184
)
Total net sales
$
621,768
$
632,405
$
(10,637
)
(1.7
)%
Net sales for the nine months ended September 30, 2025 were $621.8 million, a decrease of $10.6 million or 1.7% compared to the nine months ended September 30, 2024. Net sales decreased due to lower pricing of $15.3 million, lower volume of $0.9 million and the effect of unfavorable currency translation of $0.8 million, partially offset by $6.4 million of incremental sales from the acquisition of Signature on February 8, 2024, included in the Material Handling Segment.
Net sales in the Material Handling Segment increased $0.9 million or 0.2% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Net sales increased due to higher volume of $6.0 million and $6.4 million of incremental sales from the acquisition of Signature on February 8, 2024, partially offset by lower pricing of $10.7 million and the effect of unfavorable currency translation of $0.8 million.
Net sales in the Distribution Segment decreased $11.3 million or 6.9% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to lower pricing of $4.6 million and lower volume of $6.8 million.
Cost of Sales & Gross Profit:
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
Change
% Change
Cost of sales
$
413,458
$
427,489
$
(14,031
)
(3.3
)%
Gross profit
$
208,310
$
204,916
$
3,394
1.7
%
Gross profit as a percentage of sales
33.5
%
32.4
%
Gross profit increased $3.4 million, or 1.7%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, as the benefits of the acquisition of Signature on February 8, 2024, lower material costs and favorable mix, were partially offset by lower pricing and volume as described under Net Sales above and unfavorable cost productivity. Gross margin was 33.5% for the nine months ended September 30, 2025 compared with 32.4% for the nine months ended September 30, 2024.
Selling, General and Administrative Expenses:
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
Change
% Change
SG&A expenses
$
132,551
$
129,747
$
2,804
2.2
%
SG&A expenses as a percentage of sales
21.3
%
20.5
%
Selling, general and administrative (“SG&A”) expenses for the nine months ended September 30, 2025 were $132.6 million, an increase of $2.8 million or 2.2% compared to the same period in the prior year. Increases in SG&A expenses for the nine months ended September 30, 2025 were primarily due to $6.8 million of higher incentive compensation, including reversals of incentive compensation in 2024, $1.9 million of higher legal fees, $0.2 million of higher facility costs, $3.1 million of incremental SG&A from the acquisition of Signature on February 8, 2024 and $7.0 million of higher restructuring costs as described in Note 4, partially offset by a $3.2 million recovery of purchased credit deteriorated assets that was recognized as a reduction to bad debt expense, $4.4 million of lower acquisition and integration costs due to the Signature acquisition as described in Note 3, in addition to $3.0 million of lower variable selling expenses, $2.9 million of lower salaries and benefits, $2.8 million of lower professional fees and $0.7 million of lower commissions. Environmental matters as described in Note 10 also resulted in a net $0.7 million of income for the nine months ended September 30, 2024.
28
Depreciation and amortization:
Depreciation and amortization, exclusive of amounts within
Cost of sales
, decreased $0.4 million to $13.2 million for the nine months ended September 30, 2025 as compared to $13.6 million for the nine months ended September 30, 2024. The decrease was primarily related to asset disposals in conjunction with the facility consolidations, as described in Note 4.
Freight out:
Freight out costs decreased $1.3 million to $8.1 million for the nine months ended September 30, 2025 as compared to $9.4 million for the nine months ended September 30, 2024. The decrease was primarily related to product and customer mix and lower overall sales volume.
(Gain) loss on disposal of fixed assets:
During the nine months ended September 30, 2025 the Company recognized $0.1 million of losses on the disposal of fixed assets primarily related to fixed asset disposals and impairments recognized in conjunction with the previously announced facility consolidations as described in Note 4, partially offset by a gain on the sale of fixed assets. During the nine months ended September 30, 2024 the Company recognized $0.3 million of losses on the disposal of fixed assets primarily related to the sale of fixed assets.
Impairment Charges:
During the nine months ended September 30, 2024, the Company recorded a $22.0 million non-cash impairment charge, for the full carrying value of goodwill in the rotational molding reporting unit, included in the Material Handling Segment, as discussed in Note 7.
Net Interest Expense:
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
Change
% Change
Net interest expense
$
22,247
$
23,176
$
(929
)
(4.0
)%
Average outstanding borrowings, net
$
399,113
$
372,759
$
26,354
7.1
%
Weighted-average borrowing rate
7.85
%
8.60
%
Net interest expense for the nine months ended September 30, 2025 was $22.2 million, a decrease of $0.9 million, or 4.0%, compared with $23.2 million for the nine months ended September 30, 2024. The lower net interest expense was due to higher average outstanding borrowings as a result of the acquisition of Signature, which was funded through an amendment and restatement of Myers' existing loan agreement discussed below, offset by a lower weighted-average borrowing rate for the nine months ended September 30, 2025.
Income Taxes:
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
Income before income taxes
$
32,071
$
6,667
Income tax expense
$
8,473
$
3,763
Effective tax rate
26.4
%
56.4
%
The Company’s effective tax rate was 26.4% and 56.4% for the nine months ended September 30, 2025 and 2024, respectively. The decrease in the effective tax rate is driven by a current year benefit related to the termination of the Company's pension plan, higher fixed non-deductible expenses in the prior year, including expenses related to the Signature acquisition plus the tax effect of impairment charges in the prior year.
29
Liquidity and Capital Resources:
The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Amended Loan Agreement (defined below). At September 30, 2025, the Company had $48.0 million of cash, $244.7 million available under the Amended Loan Agreement and outstanding debt of $369.4 million, including the finance lease liability of $8.2 million. Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the working capital demands and the heightened uncertainty in the current macroeconomic environment. The Company believes that cash on hand, cash flows from operations and available capacity under its Amended Loan Agreement will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital, debt service, and to fund future growth.
Operating Activities
Net cash provided by operating activities was $64.2 million for the nine months ended September 30, 2025, compared to $51.9 million in the same period in 2024. The increase was primarily due to changes in working capital as cash generated from working capital was $9.4 million for the nine months ended September 30, 2025, as compared to cash used for working capital of $9.1 million in the prior year to date period.
Investing Activities
Net cash used for investing activities was $15.3 million for the nine months ended September 30, 2025 compared to cash used of $365.5 million for the same period in 2024. In 2024, the Company paid $348.3 million to acquire Signature, net of cash acquired and working capital adjustments, as discussed in Note 3. Capital expenditures were $15.9 million and $17.3 million for the nine months ended September 30, 2025 and 2024, respectively. Full year 2025 capital expenditures are expected to be approximately 3% of revenue.
Financing Activities
Cash used by financing activities was $33.0 million for the nine months ended September 30, 2025 compared to cash provided by financing activities of $313.0 million for the same period in 2024. Net borrowings (repayments) of the Company's revolving credit facility were $0.0 million and $(15.0) million for the nine months ended September 30, 2025 and 2024, respectively. The company also made scheduled repayments of the Term Loan A totaling $15.0 million and $10.0 million for the nine months ended September 30, 2025 and 2024, respectively. Net proceeds from the issuance of common stock in connection with incentive stock exercises were $0.9 million and $3.1 million for the nine months ended September 30, 2025 and 2024, respectively. Cash paid for tax withholdings on vesting of stock compensation totaled $0.9 million and $2.0 million for the nine months ended September 30, 2025 and 2024, respectively. The company also used $2.0 million for the repurchase of its common stock during the nine months ended September 30, 2025, as described in Note 8. In connection with the Signature acquisition in 2024, the Company received proceeds of $400 million under a new term loan facility and repaid $38.0 million of senior unsecured notes in conjunction with an amendment and restatement to the Loan Agreement described below. Fees paid for the amendment and restatement to the Loan Agreement in February 2024 totaled $9.2 million. The Company also used cash to pay dividends of $15.4 million for both the nine months ended September 30, 2025 and 2024.
Credit Sources
Repayment and termination of Senior Unsecured Notes
On January 12, 2024, the Company repaid $26.0 million of senior unsecured notes upon maturity using cash on hand and availability under the Loan Agreement. On February 6, 2024, in connection with the first amendment and restatement to the Loan Agreement described below, the Company prepaid the remaining $12.0 million face value of senior unsecured notes, which were due January 15, 2026, using availability under the revolving credit facility under the Loan Agreement. After giving effect to the payment in full, all outstanding senior unsecured notes under the Note Purchase Agreement have been paid and the Note Purchase Agreement has been terminated. In conjunction with the termination the Company recognized a loss on debt extinguishment of $0.1 million, primarily representing the make-whole fees on the senior unsecured notes and the unamortized value of the original issuance discount.
First Amendment to Loan Agreement
On February 8, 2024, the Company entered into Amendment No. 1 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 1”), which amended the Seventh Amended and Restated Loan Agreement (the "Loan Agreement” – see also Note 11) dated September 29, 2022 (collectively, the “Amended Loan Agreement”). Amendment No. 1, among other things, permitted the acquisition of Signature Systems and provided a new 5-year $400 million term loan facility (“Term Loan A”). Term Loan A will amortize in eight quarterly installment payments of $5 million beginning June 30, 2024, quarterly installment payments of $10 million thereafter, and any remaining balance due upon maturity. Term Loan A may be voluntarily prepaid at any time, in whole or in part, without penalty or premium, however, all amounts repaid or prepaid in respect of Term Loan A may not be reborrowed.
30
Amendment No. 1 did not change the existing revolving credit facility’s maturity date or $250 million borrowing limit, which includes a letter of credit subfacility and swingline subfacility. In connection with Amendment No. 1, the Company incurred deferred financing fees of $9.2 million.
On May 2, 2024, the Company entered into an interest rate swap agreement to mitigate the variable interest rate risk of borrowings under the Amended Loan Agreement. The swap has a beginning notional value of $200.0 million, which reduces proportionately with scheduled Term Loan A amortization payments, and has a final maturity date of January 31, 2029. At September 30, 2025, the remaining notional value of the Company's interest rate swap totaled $185.0 million. The swap is designated as a cash flow hedge and effectively results in a fixed rate of 4.606% plus the applicable margin for the hedged debt, as described in Notes 1 and 11.
As of September 30, 2025, $244.7 million was available under the Amended Loan Agreement, after borrowings and the Company had $5.3 million of letters of credit issued related to insurance and other financing contracts in the ordinary course of business. Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates.
As of September 30, 2025, the Company was in compliance with all of its debt covenants. The most restrictive financial covenants for all of the Company’s debt are a net leverage ratio (defined as net debt divided by earnings before interest, taxes, depreciation and amortization, as adjusted) and an interest coverage ratio (defined as earnings before interest, taxes, depreciation and amortization, as adjusted, divided by interest expense). The ratios as calculated under the terms of the Amended Loan Agreement as of and for the period ended September 30, 2025 are shown in the following table:
Required Level
Actual Level
Interest Coverage Ratio
3.00 to 1
(minimum)
4.04
Net Leverage Ratio
3.25 to 1 (maximum)
2.64
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have, or are reasonably expected to have, a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources at September 30, 2025.
Item 3. Quantitative and Qualitat
ive Disclosures About Market Risk
Interest Rate Risk
The Company has certain financing arrangements that require interest payments based on floating interest rates, and to that extent, the Company’s financial results are subject to changes in the market rate of interest. Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates. Based on current debt levels at September 30, 2025, if market interest rates decrease or increase one percent, the Company’s annual variable interest expense would change by approximately $1.8 million.
The Company has entered into an interest rate swap agreement to mitigate the variable interest rate risk under the Amended Loan Agreement, which effectively results in a fixed rate debt on a portion of its outstanding borrowings. Based on current debt levels at September 30, 2025, if market interest rates decrease or increase one percent, the Company's annual fixed rate interest expense on the fair value of the interest rate swap would change by approximately $5.1 million.
Foreign Currency Exchange Risk
Certain of the Company’s subsidiaries operate in foreign countries and their financial results are subject to exchange rate movements. The Company has operations in Canada and the United Kingdom with foreign currency exposure, primarily due to U.S. dollar sales made from businesses in Canada and the United Kingdom to customers in the United States. The Company has a systematic program to limit its exposure to fluctuations in exchange rates related to certain assets and liabilities of its operations in Canada and the United Kingdom that are denominated in U.S. dollars. The net exposure is generally less than $1 million. The foreign currency contracts and arrangements created under this program are not designated as hedged items under ASC 815,
Derivatives and Hedging
, and accordingly, the changes in the fair value of the foreign currency arrangements, which have been immaterial, are recorded in the Condensed Consolidated Statements of Operations (Unaudited). The Company’s foreign currency arrangements are typically three months or less and are settled before the end of a reporting period. At September 30, 2025, the Company had no foreign currency arrangements or contracts in place.
31
Commodity Price Risk
The Company uses certain commodity raw materials, primarily plastic resins, and other commodities, such as natural gas, in its operations. The cost of operations can be affected by changes in the market for these commodities, particularly plastic resins. The Company currently has no derivative contracts to hedge changes in raw material pricing. The Company may from time to time enter into forward buy positions for certain utility costs, which were not material at September 30, 2025. Significant future increases in the cost of plastic resin or other adverse changes in the general economic environment could have a material adverse impact on the Company’s financial position, results of operations or cash flows.
Item 4. Controls
and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
The Company carries out a variety of on-going procedures, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control Over Financial Reporting
During the nine months ended September 30, 2025, there have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – Othe
r Information
Item 1.
Legal
Proceedings
Certain legal proceedings in which the Company is involved are discussed in Note 10, Contingencies, in the Unaudited Condensed Consolidated Financial Statements in Part I of this report, and Part I, Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. The Company’s disclosures relating to legal proceedings in Note 10, Contingencies, in the Unaudited Condensed Consolidated Financial Statements in Part I of this report are incorporated into Part II of this report by reference. The Company is a defendant in various lawsuits and a party to various other legal proceedings, in the ordinary course of business, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a future material adverse effect on our consolidated financial position, results of operations or cash flows.
Item 2. Unregistered Sales of Equi
ty Securities and Use of Proceeds
The following table presents information regarding the Company’s stock repurchase plans during the quarter ended September 30, 2025:
Total
Number of
Shares Purchased
Average Price Paid
per Share
Total
Number of Shares Purchased as Part of the Publicly Announced Plans or Programs
Maximum dollar value of Shares that may yet be Purchased Under the Plans or Programs (1)
7/1/2025 to 7/31/2025
—
$
—
116,884
$
8,500,093
8/1/2025 to 8/31/2025
30,579
16.37
147,463
7,999,472
9/1/2025 to 9/30/2025
—
—
147,463
7,999,472
(1)
On February 27, 2025, the Board authorized the repurchase of up to $10.0 million in shares of the Company’s common stock, effective March 10, 2025 (the "2025 Repurchase Program). The 2025 Repurchase Program replaces the Company's previously authorized repurchase program, and will end on the first to occur of reaching the maximum amount of $10.0 million in repurchases or December 31, 2025. Repurchases under the 2025 repurchase program may be made in the open market at prevailing market prices, through accelerated share repurchases, through privately negotiated transactions, in block trades, and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations and the Company’s insider trading policy.
32
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended September 30, 2025
, none of our directors or executive officers
adopted
or
terminated
any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
The following financial information from Myers Industries, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, formatted in inline XBRL includes: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Financial Position, (iv) Condensed Consolidated Statements of Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*
Indicates executive compensation plan or arrangement
34
SIGNAT
URE
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.
M
YERS
I
NDUSTRIES
, I
NC
.
October 30, 2025
/s/ Samantha Rutty
Samantha Rutty
Executive Vice President and Chief Financial Officer
Customers and Suppliers of MYERS INDUSTRIES INC
Beta
No Customers Found
No Suppliers Found
Bonds of MYERS INDUSTRIES INC
Price Graph
Price
Yield
Insider Ownership of MYERS INDUSTRIES INC
company Beta
Owner
Position
Direct Shares
Indirect Shares
AI Insights
Summary Financials of MYERS INDUSTRIES INC
Beta
(We are using algorithms to extract and display detailed data. This is a hard problem and we are working continuously to classify data in an accurate and useful manner.)