[10-Q] MYERS INDUSTRIES INC Quarterly Earnings Report
Myers Industries reported solid third‑quarter results. Net sales were $205.4 million and diluted EPS was $0.19. Operating income reached $17.7 million, a sharp turnaround from a prior‑year operating loss driven by a 2024 goodwill impairment. For the first nine months, net sales were $621.8 million and net income was $23.6 million, up from $2.9 million a year ago.
Year‑to‑date operating cash flow was $64.2 million, lifting cash to $48.0 million at September 30 while total debt declined versus year‑end. The company is executing its Focused Transformation program targeting $20 million annualized SG&A savings by year‑end 2025 and recorded $3.2 million in Q3 restructuring charges ($9.7 million year‑to‑date). It also initiated a sale process for Myers Tire Supply (LTM revenue $186 million). Shareholders’ equity increased to $286.6 million; the quarterly dividend of $0.135 per share was declared, and buybacks under the $10 million 2025 program continued.
Myers Industries ha riportato solidi risultati nel terzo trimestre. Le vendite nette sono state 205,4 milioni di dollari e l'EPS diluito è stato 0,19 dollari. L'utile operativo ha raggiunto 17,7 milioni di dollari, un netto cambio di tendenza rispetto a una perdita operativa dell'anno precedente provocata da una svalutazione del goodwill nel 2024. Per i primi nove mesi, le vendite nette sono state 621,8 milioni di dollari e l'utile netto è stato 23,6 milioni di dollari, in aumento rispetto ai 2,9 milioni dello scorso anno.
Il flusso di cassa operativo da inizio anno è stato 64,2 milioni di dollari, portando la cassa a 48,0 milioni al 30 settembre, mentre l'indebitamento totale è diminuito rispetto al dato di fine anno. L'azienda sta eseguendo il suo programma Focused Transformation che mira a risparmiare 20 milioni di SG&A annualizzati entro la fine del 2025 e ha registrato 3,2 milioni di oneri di ristrutturazione nel Q3 (9,7 milioni da inizio anno). Ha inoltre avviato un processo di vendita per Myers Tire Supply (fatturato LTM 186 milioni). L'equity degli azionisti è aumentata a 286,6 milioni; il dividendo trimestrale di 0,135 dollari per azione è stato dichiarato, e il programma di riacquisto azioni da 10 milioni di dollari per il 2025 è proseguito.
Myers Industries informó resultados sólidos del tercer trimestre. Las ventas netas fueron $205.4 millones y el BPA diluido fue $0.19. El ingreso operativo llegó a $17.7 millones, un giro abrupto desde una pérdida operativa del año anterior causada por una impairment de goodwill en el 2024. Para los primeros nueve meses, las ventas netas fueron $621.8 millones y el ingreso neto fue $23.6 millones, comparado con $2.9 millones hace un año.
El flujo de efectivo operativo acumulado fue $64.2 millones, elevando la caja a $48.0 millones al 30 de septiembre mientras la deuda total disminuyó frente al cierre del año. La compañía está ejecutando su programa Focused Transformation que apunta a $20 millones de ahorros annualizados en SG&A para finales de 2025 y registró $3.2 millones en cargos de reestructuración del Q3 ($9.7 millones acumulados año a la fecha). También inició un proceso de venta de Myers Tire Supply (ingresos LTM $186 millones). El patrimonio de los accionistas aumentó a $286.6 millones; el dividendo trimestral de $0.135 por acción fue declarado, y las recompras bajo el programa de $10 millones para 2025 continuaron.
마이어스 인더스트리는 3분기 실적이 양호했다고 발표했습니다. 순매출은 $205.4백만, 희석 주당순이익은 $0.19였으며, 영업이익은 $17.7백만으로 전년 대비 흑자전환을 이뤘습니다. 이는 전년에는 2024의 영업손실의 무형자산 손상으로 인해 발생했습니다. 처음 9개월 동안 순매출은 $621.8백만, 순이익은 $23.6백만으로 전년 동기의 $2.9백만에서 증가했습니다.
년 누적 영업현금흐름은 $64.2백만으로 현금은 9월 30일 기준 $48.0백만으로 증가했고 연말 기준 총 부채는 감소했습니다. 회사는 Focused Transformation 프로그램을 수행 중이며 2025년 말까지 SG&A를 연간 $20백만 절감하는 것을 목표로 하며 Q3에서 $3.2백만의 구조조정 비용($9.7백만 누계)을 기록했습니다. 또한 Myers Tire Supply의 매각 프로세스를 시작했고 LTM 매출은 $186백만입니다. 주주지분은 $286.6백만으로 증가했고, 주당 배당금 $0.135가 선언되었으며 2025년 $10백만 프로그램 하의 자사주매입도 지속되었습니다.
Myers Industries a publié des résultats solides au troisième trimestre. Le chiffre d'affaires net s'est élevé à 205,4 millions de dollars et le BPA dilué était de 0,19 dollar. Le résultat opérationnel s'est élevé à 17,7 millions de dollars, soit un retournement marqué par rapport à une perte opérationnelle de l'année précédente due à une impairment du goodwill en 2024. Sur les neuf premiers mois, les ventes nettes ont été de 621,8 millions de dollars et le résultat net s'est élevé à 23,6 millions de dollars, contre 2,9 millions l'année précédente.
Le flux de trésorerie opérationnel cumulé était de 64,2 millions de dollars, portant la trésorerie à 48,0 millions de dollars au 30 septembre, tandis que la dette totale a diminué par rapport à la fin de l'année. L'entreprise mène son programme Focused Transformation visant des économies annuelles de SG&A de 20 millions de dollars d'ici la fin de 2025 et a enregistré 3,2 millions de charges de restructuration au T3 (9,7 millions cumulé à ce jour). Elle a également lancé une procédure de vente pour Myers Tire Supply dont le chiffre d'affaires LTM s'élève à 186 millions de dollars. Les capitaux propres des actionnaires ont augmenté à 286,6 millions de dollars ; le dividende trimestriel de 0,135 dollar par action a été déclaré, et les rachats dans le cadre du programme 10 millions de dollars pour 2025 ont été poursuivis.
Myers Industries meldete solide Ergebnisse im dritten Quartal. Der Nettoumsatz betrug 205,4 Millionen USD und das verwässerte EPS lag bei 0,19 USD. Das operative Ergebnis erreichte 17,7 Millionen USD, eine deutliche Wende gegenüber einem Vorjahresverlust, verursacht durch eine goodwill-Impairment im 2024. In den ersten neun Monaten betrugen die Nettoumsätze 621,8 Millionen USD und das Nettoeinkommen 23,6 Millionen USD, gegenüber 2,9 Millionen im Vorjahr.
Der operativ genutzte Cashflow seit Jahresbeginn betrug 64,2 Millionen USD, wodurch die Barmittel am 30. September auf 48,0 Millionen USD anstiegen, während die Gesamtverschuldung gegenüber dem Jahresende sank. Das Unternehmen führt sein Focused Transformation-Programm durch, das bis Ende 2025 jährliche SG&A-Einsparungen von 20 Millionen USD anstrebt, und verzeichnete im Q3 3,2 Millionen USD an Restrukturierungskosten (9,7 Millionen USD kumulativ). Außerdem hat man einen Verkaufsprozess für Myers Tire Supply eingeleitet (LTM-Umsatz 186 Millionen USD). Das Eigenkapital der Aktionäre stieg auf 286,6 Millionen USD; die vierteljährliche Dividende von 0,135 USD pro Aktie wurde angekündigt, und Rückkäufe im Rahmen des 10 Millionen USD-Programms für 2025 wurden fortgesetzt.
Myers Industries أبلغت عن نتائج ربع سنوية قوية. بلغت المبيعات الصافية $205.4 مليون وكان ربحية السهم المخفف $0.19. وصل الدخل التشغيلي إلى $17.7 مليون، وهو انعطاف حاد من خسارة تشغيلية في العام الماضي بسبب انخفاض قيمة الشهرة في 2024. خلال التسعة أشهر الأولى، بلغت المبيعات الصافية $621.8 مليون والدخل الصافي $23.6 مليون، مقارنة بـ $2.9 مليون قبل عام.
كان التدفق النقدي التشغيلي منذ بداية السنة $64.2 مليون، وارتفع النقد إلى $48.0 مليون حتى 30 سبتمبر بينما انخفض الدين الإجمالي مقارنة بنهاية العام. تقوم الشركة بتنفيذ برنامج Focused Transformation الذي يستهدف توفير $20 مليون سنوياً في SG&A بحلول نهاية 2025 وسجلت $3.2 مليون في تكاليف إعادة الهيكلة في الربع الثالث ($9.7 مليون حتى تاريخه). كما بدأت عملية بيع لـ Myers Tire Supply بإيرادات LTM تبلغ $186 مليون. ارتفع حقوق المساهمين إلى $286.6 مليون؛ كما تم إعلان توزيعات ربع سنوية قدرها $0.135 للسهم، واستمرت عمليات إعادة شراء الأسهم ضمن برنامج $10 مليون دولار لعام 2025.
- None.
- None.
Insights
Profitable quarter, strong cash generation, restructuring ongoing.
Myers Industries posted Q3 net sales of
The company is pursuing a Focused Transformation aiming for
Management initiated a sale process for Myers Tire Supply (LTM revenue
Myers Industries ha riportato solidi risultati nel terzo trimestre. Le vendite nette sono state 205,4 milioni di dollari e l'EPS diluito è stato 0,19 dollari. L'utile operativo ha raggiunto 17,7 milioni di dollari, un netto cambio di tendenza rispetto a una perdita operativa dell'anno precedente provocata da una svalutazione del goodwill nel 2024. Per i primi nove mesi, le vendite nette sono state 621,8 milioni di dollari e l'utile netto è stato 23,6 milioni di dollari, in aumento rispetto ai 2,9 milioni dello scorso anno.
Il flusso di cassa operativo da inizio anno è stato 64,2 milioni di dollari, portando la cassa a 48,0 milioni al 30 settembre, mentre l'indebitamento totale è diminuito rispetto al dato di fine anno. L'azienda sta eseguendo il suo programma Focused Transformation che mira a risparmiare 20 milioni di SG&A annualizzati entro la fine del 2025 e ha registrato 3,2 milioni di oneri di ristrutturazione nel Q3 (9,7 milioni da inizio anno). Ha inoltre avviato un processo di vendita per Myers Tire Supply (fatturato LTM 186 milioni). L'equity degli azionisti è aumentata a 286,6 milioni; il dividendo trimestrale di 0,135 dollari per azione è stato dichiarato, e il programma di riacquisto azioni da 10 milioni di dollari per il 2025 è proseguito.
Myers Industries informó resultados sólidos del tercer trimestre. Las ventas netas fueron $205.4 millones y el BPA diluido fue $0.19. El ingreso operativo llegó a $17.7 millones, un giro abrupto desde una pérdida operativa del año anterior causada por una impairment de goodwill en el 2024. Para los primeros nueve meses, las ventas netas fueron $621.8 millones y el ingreso neto fue $23.6 millones, comparado con $2.9 millones hace un año.
El flujo de efectivo operativo acumulado fue $64.2 millones, elevando la caja a $48.0 millones al 30 de septiembre mientras la deuda total disminuyó frente al cierre del año. La compañía está ejecutando su programa Focused Transformation que apunta a $20 millones de ahorros annualizados en SG&A para finales de 2025 y registró $3.2 millones en cargos de reestructuración del Q3 ($9.7 millones acumulados año a la fecha). También inició un proceso de venta de Myers Tire Supply (ingresos LTM $186 millones). El patrimonio de los accionistas aumentó a $286.6 millones; el dividendo trimestral de $0.135 por acción fue declarado, y las recompras bajo el programa de $10 millones para 2025 continuaron.
마이어스 인더스트리는 3분기 실적이 양호했다고 발표했습니다. 순매출은 $205.4백만, 희석 주당순이익은 $0.19였으며, 영업이익은 $17.7백만으로 전년 대비 흑자전환을 이뤘습니다. 이는 전년에는 2024의 영업손실의 무형자산 손상으로 인해 발생했습니다. 처음 9개월 동안 순매출은 $621.8백만, 순이익은 $23.6백만으로 전년 동기의 $2.9백만에서 증가했습니다.
년 누적 영업현금흐름은 $64.2백만으로 현금은 9월 30일 기준 $48.0백만으로 증가했고 연말 기준 총 부채는 감소했습니다. 회사는 Focused Transformation 프로그램을 수행 중이며 2025년 말까지 SG&A를 연간 $20백만 절감하는 것을 목표로 하며 Q3에서 $3.2백만의 구조조정 비용($9.7백만 누계)을 기록했습니다. 또한 Myers Tire Supply의 매각 프로세스를 시작했고 LTM 매출은 $186백만입니다. 주주지분은 $286.6백만으로 증가했고, 주당 배당금 $0.135가 선언되었으며 2025년 $10백만 프로그램 하의 자사주매입도 지속되었습니다.
Myers Industries a publié des résultats solides au troisième trimestre. Le chiffre d'affaires net s'est élevé à 205,4 millions de dollars et le BPA dilué était de 0,19 dollar. Le résultat opérationnel s'est élevé à 17,7 millions de dollars, soit un retournement marqué par rapport à une perte opérationnelle de l'année précédente due à une impairment du goodwill en 2024. Sur les neuf premiers mois, les ventes nettes ont été de 621,8 millions de dollars et le résultat net s'est élevé à 23,6 millions de dollars, contre 2,9 millions l'année précédente.
Le flux de trésorerie opérationnel cumulé était de 64,2 millions de dollars, portant la trésorerie à 48,0 millions de dollars au 30 septembre, tandis que la dette totale a diminué par rapport à la fin de l'année. L'entreprise mène son programme Focused Transformation visant des économies annuelles de SG&A de 20 millions de dollars d'ici la fin de 2025 et a enregistré 3,2 millions de charges de restructuration au T3 (9,7 millions cumulé à ce jour). Elle a également lancé une procédure de vente pour Myers Tire Supply dont le chiffre d'affaires LTM s'élève à 186 millions de dollars. Les capitaux propres des actionnaires ont augmenté à 286,6 millions de dollars ; le dividende trimestriel de 0,135 dollar par action a été déclaré, et les rachats dans le cadre du programme 10 millions de dollars pour 2025 ont été poursuivis.
Myers Industries meldete solide Ergebnisse im dritten Quartal. Der Nettoumsatz betrug 205,4 Millionen USD und das verwässerte EPS lag bei 0,19 USD. Das operative Ergebnis erreichte 17,7 Millionen USD, eine deutliche Wende gegenüber einem Vorjahresverlust, verursacht durch eine goodwill-Impairment im 2024. In den ersten neun Monaten betrugen die Nettoumsätze 621,8 Millionen USD und das Nettoeinkommen 23,6 Millionen USD, gegenüber 2,9 Millionen im Vorjahr.
Der operativ genutzte Cashflow seit Jahresbeginn betrug 64,2 Millionen USD, wodurch die Barmittel am 30. September auf 48,0 Millionen USD anstiegen, während die Gesamtverschuldung gegenüber dem Jahresende sank. Das Unternehmen führt sein Focused Transformation-Programm durch, das bis Ende 2025 jährliche SG&A-Einsparungen von 20 Millionen USD anstrebt, und verzeichnete im Q3 3,2 Millionen USD an Restrukturierungskosten (9,7 Millionen USD kumulativ). Außerdem hat man einen Verkaufsprozess für Myers Tire Supply eingeleitet (LTM-Umsatz 186 Millionen USD). Das Eigenkapital der Aktionäre stieg auf 286,6 Millionen USD; die vierteljährliche Dividende von 0,135 USD pro Aktie wurde angekündigt, und Rückkäufe im Rahmen des 10 Millionen USD-Programms für 2025 wurden fortgesetzt.
Myers Industries أبلغت عن نتائج ربع سنوية قوية. بلغت المبيعات الصافية $205.4 مليون وكان ربحية السهم المخفف $0.19. وصل الدخل التشغيلي إلى $17.7 مليون، وهو انعطاف حاد من خسارة تشغيلية في العام الماضي بسبب انخفاض قيمة الشهرة في 2024. خلال التسعة أشهر الأولى، بلغت المبيعات الصافية $621.8 مليون والدخل الصافي $23.6 مليون، مقارنة بـ $2.9 مليون قبل عام.
كان التدفق النقدي التشغيلي منذ بداية السنة $64.2 مليون، وارتفع النقد إلى $48.0 مليون حتى 30 سبتمبر بينما انخفض الدين الإجمالي مقارنة بنهاية العام. تقوم الشركة بتنفيذ برنامج Focused Transformation الذي يستهدف توفير $20 مليون سنوياً في SG&A بحلول نهاية 2025 وسجلت $3.2 مليون في تكاليف إعادة الهيكلة في الربع الثالث ($9.7 مليون حتى تاريخه). كما بدأت عملية بيع لـ Myers Tire Supply بإيرادات LTM تبلغ $186 مليون. ارتفع حقوق المساهمين إلى $286.6 مليون؛ كما تم إعلان توزيعات ربع سنوية قدرها $0.135 للسهم، واستمرت عمليات إعادة شراء الأسهم ضمن برنامج $10 مليون دولار لعام 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
OR
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of the issuer’s common stock, without par value, as of October 24, 2025 was
TABLE OF CONTENTS
Part I — Financial Information |
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Item 1. Financial Statements |
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Condensed Consolidated Statements of Operations (Unaudited) |
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Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) |
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Condensed Consolidated Statements of Financial Position (Unaudited) |
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Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) |
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Condensed Consolidated Statements of Cash Flows (Unaudited) |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. Controls and Procedures |
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Part II — Other Information |
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Item 1. Legal Proceedings |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 5. Other Information |
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Item 6. Exhibits |
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Signature |
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Exhibit 31.1 |
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Exhibit 31.2 |
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Exhibit 32.1 |
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Exhibit 101 |
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Part I — Financial Information
Item 1. Financial Statements
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
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$ |
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|||
See notes to unaudited condensed consolidated financial statements.
1
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(Dollars in thousands)
|
|
For the Quarter Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Unrealized gain (loss) on interest rate swap contracts (1) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Realized (gain) loss on interest rate swap contracts reclassified to interest expense |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Realized (gain) loss on pension liability reclassified to earnings (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Comprehensive income |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
(1)
(2)
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 |
|
$ |
|
|
$ |
|
||
Trade accounts receivable, less allowances of $ |
|
|
|
|
|
|
||
Other accounts receivable, net |
|
|
|
|
|
|
||
Inventories, net |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Total Current Assets |
|
|
|
|
|
|
||
Property, plant, and equipment, net |
|
|
|
|
|
|
||
Right of use asset - operating leases |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total Assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
||
Current Liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued employee compensation |
|
|
|
|
|
|
||
Income taxes payable |
|
|
|
|
|
|
||
Accrued taxes payable, other than income taxes |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Operating lease liability - short-term |
|
|
|
|
|
|
||
Finance lease liability - short-term |
|
|
|
|
|
|
||
Long-term debt - current portion |
|
|
|
|
|
|
||
Total Current Liabilities |
|
|
|
|
|
|
||
Long-term debt |
|
|
|
|
|
|
||
Operating lease liability - long-term |
|
|
|
|
|
|
||
Finance lease liability - long-term |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Total Liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Shareholders’ Equity |
|
|
|
|
|
|
||
Serial Preferred Shares (authorized |
|
|
|
|
|
|
||
Common Shares, without par value (authorized |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Retained deficit |
|
|
( |
) |
|
|
( |
) |
Total Shareholders’ Equity |
|
|
|
|
|
|
||
Total Liabilities and Shareholders’ Equity |
|
$ |
|
|
$ |
|
||
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 |
|
|
Accumulated |
|
|
Retained |
|
|
Total |
|
|||||
Balance at July 1, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Interest rate swap, net of tax of $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Shares issued under incentive plans, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Declared dividends - $ |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Quarter Ended September 30, 2024 |
|
|||||||||||||||||
|
|
Common Shares |
|
|
Additional |
|
|
Accumulated |
|
|
Retained |
|
|
Total |
|
|||||
Balance at July 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate swap, net of tax of ($ |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Shares issued under incentive plans, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Declared dividends - $ |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance at September 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
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 |
|
|
Accumulated |
|
|
Retained |
|
|
Total |
|
|||||
Balance at January 1, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate swap, net of tax of ($ |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Shares issued under incentive plans, |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Repurchase of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Declared dividends - $ |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Pension liability, net of tax of ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Nine Months Ended September 30, 2024 |
|
|||||||||||||||||
|
|
Common Shares |
|
|
Additional |
|
|
Accumulated |
|
|
Retained |
|
|
Total |
|
|||||
Balance at January 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency translation |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Interest rate swap, net of tax of ($ |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Shares issued under incentive plans, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Declared dividends - $ |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance at September 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
See notes to unaudited condensed consolidated financial statements.
5
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
|
|
For the Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash Flows From Operating Activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Amortization of acquisition-related inventory step-up |
|
|
|
|
|
|
||
Non-cash stock-based compensation expense |
|
|
|
|
|
|
||
(Gain) loss on disposal of fixed assets |
|
|
|
|
|
|
||
Impairment charges |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
|
|
Cash flows provided by (used for) working capital |
|
|
|
|
|
|
||
Accounts receivable - trade and other, net |
|
|
( |
) |
|
|
|
|
Inventories |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable and accrued expenses |
|
|
|
|
|
( |
) |
|
Net cash provided by (used for) operating activities |
|
|
|
|
|
|
||
Cash Flows From Investing Activities |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Acquisition of business, net of cash acquired |
|
|
|
|
|
( |
) |
|
Proceeds from sale of property, plant and equipment |
|
|
|
|
|
|
||
Net cash provided by (used for) investing activities |
|
|
( |
) |
|
|
( |
) |
Cash Flows From Financing Activities |
|
|
|
|
|
|
||
Net borrowings (repayments) on revolving credit facility |
|
|
|
|
|
( |
) |
|
Proceeds from Term Loan A |
|
|
|
|
|
|
||
Repayments of Term Loan A |
|
|
( |
) |
|
|
( |
) |
Repayments of senior unsecured notes |
|
|
|
|
|
( |
) |
|
Payments on finance lease |
|
|
( |
) |
|
|
( |
) |
Cash dividends paid |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of common stock |
|
|
|
|
|
|
||
Shares withheld for employee taxes on equity awards |
|
|
( |
) |
|
|
( |
) |
Repurchase of common stock |
|
|
( |
) |
|
|
|
|
Deferred financing fees |
|
|
|
|
|
( |
) |
|
Net cash provided by (used for) financing activities |
|
|
( |
) |
|
|
|
|
Foreign exchange rate effect on cash |
|
|
( |
) |
|
|
( |
) |
Net increase (decrease) in cash |
|
|
|
|
|
( |
) |
|
Cash at January 1 |
|
|
|
|
|
|
||
Cash at September 30 |
|
$ |
|
|
$ |
|
||
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 $
At September 30, 2025, the remaining notional value of the Company's interest rate swap totaled $
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 |
|
|
Interest Rate Swap (1) |
|
|
Defined Benefit |
|
|
Total |
|
||||
Balance at July 1, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Reclassification to (earnings) loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current-period other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance at September 30, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
(1) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $
|
|
Foreign |
|
|
Interest Rate Swap (2) |
|
|
Defined Benefit |
|
|
Total |
|
||||
Balance at July 1, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Reclassification to (earnings) loss |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net current-period other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Balance at September 30, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
(2) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(
|
|
Foreign |
|
|
Interest Rate Swap (3) |
|
|
Defined Benefit |
|
|
Total |
|
||||
Balance at January 1, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Reclassification to (earnings) loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current-period other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Balance at September 30, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
(3) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(
(4) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(
|
|
Foreign |
|
|
Interest Rate Swap (5) |
|
|
Defined Benefit |
|
|
Total |
|
||||
Balance at January 1, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Reclassification to (earnings) loss |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net current-period other comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at September 30, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
(5) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(
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 $
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 |
|
$ |
|
|
$ |
|
||
Provision for expected credit loss, net of recoveries |
|
|
|
|
|
|
||
Write-offs and other |
|
|
( |
) |
|
|
( |
) |
Balance at September 30 |
|
$ |
|
|
$ |
|
||
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 $
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 |
||
|
|
2025 |
|
|
2024 |
|
|
Classification |
||
Returns, discounts and other allowances |
|
$ |
( |
) |
|
$ |
( |
) |
|
Trade accounts receivable |
Right of return asset |
|
$ |
|
|
$ |
|
|
Inventories, net |
||
Customer deposits |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other current liabilities |
Accrued rebates |
|
$ |
( |
) |
|
$ |
( |
) |
|
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 $
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 $
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 |
$ |
|
$ |
( |
) |
$ |
|
||
Inventories |
|
|
|
( |
) |
|
|
||
Prepaid expenses |
|
|
|
( |
) |
|
|
||
Other assets - long-term |
|
|
|
|
|
|
|||
Property, plant and equipment |
|
|
|
( |
) |
|
|
||
Right of use asset - operating leases |
|
|
|
|
|
|
|||
Intangible assets |
|
|
|
|
|
|
|||
Goodwill |
|
|
|
( |
) |
|
|
||
Assets acquired |
$ |
|
$ |
( |
) |
$ |
|
||
|
|
|
|
|
|
|
|||
Liabilities assumed: |
|
|
|
|
|
|
|||
Accounts payable |
$ |
|
$ |
|
$ |
|
|||
Accrued expenses |
|
|
|
|
|
|
|||
Operating lease liability - short-term |
|
|
|
|
|
|
|||
Operating lease liability - long-term |
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
|
( |
) |
|
|
||
Total liabilities assumed |
|
|
|
( |
) |
|
|
||
|
|
|
|
|
|
|
|||
Net acquisition cost |
$ |
|
$ |
|
$ |
|
|||
(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
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 $
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 |
|
Customer relationships |
|
$ |
|
|
||
Technology |
|
|
|
|
||
Total amortizable intangible assets |
|
$ |
|
|
|
|
Intangible assets not subject to amortization: |
|
|
|
|
|
|
Trademarks and trade names |
|
$ |
|
|
||
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.
|
|
For the Quarter Ended March 31, |
|
|
|
|
2024 |
|
|
Net sales |
|
$ |
|
|
Net income |
|
|
|
|
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 $
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 $
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 $
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 $
In conjunction with the Company's previously announced Ameri-Kart plan the Company incurred $
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 $
Charges from other restructuring initiatives to reduce and streamline overhead costs during the quarter and nine months ended September 30, 2025 totaled $
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 |
|
|
SG&A |
|
|
Total |
|
|
Cost of |
|
|
SG&A |
|
|
Total |
|
||||||
Material Handling |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
For the Nine Months Ended September 30, |
|
|||||||||||||||||||||
|
|
|
2025 |
|
|
2024 |
|
||||||||||||||||||
Segment |
|
|
Cost of |
|
|
SG&A and Other (1) |
|
|
Total |
|
|
Cost of |
|
|
SG&A |
|
|
Total |
|
||||||
Material Handling |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(1) Amounts included in SG&A and Other, for the nine months ended September 30, 2025 include a $
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 |
|
|
Facility Consolidations |
|
|
Other Exit Costs (1) |
|
|
Total |
|
||||
Balance at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Charges to expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Non-cash activity |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Balance at September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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
Inventories consisted of the following:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Finished and in-process products |
|
$ |
|
|
$ |
|
||
Raw materials and supplies |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
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 |
|
$ |
|
|
$ |
|
||
Dividends payable |
|
|
|
|
|
|
||
Accrued litigation, claims and professional fees |
|
|
|
|
|
|
||
Current portion of environmental reserves |
|
|
|
|
|
|
||
Hedge contract liability |
|
|
|
|
|
|
||
Other accrued expenses |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The balance in Other liabilities (long-term) is comprised of the following:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Environmental reserves |
|
$ |
|
|
$ |
|
||
Supplemental executive retirement plan liability |
|
|
|
|
|
|
||
Pension liability |
|
|
|
|
|
|
||
Hedge contract liability |
|
|
|
|
|
|
||
Other long-term liabilities |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
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 |
|
|
Total |
|
|||
January 1, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|||
September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
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 $
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 $
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 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of stock options and restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
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
Options to purchase
Share Repurchases
On February 27, 2025, the Company's Board of Directors authorized the repurchase of up to $
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 the Company repurchased a total of
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
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
Stock compensation expense was approximately $
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 $
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 $
|
|
For the Quarter Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Beginning reserve balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Changes in estimated environmental liability |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Payments made |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending reserve balance (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning receivable balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Changes in estimated insurance recovery |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance recovery reimbursements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending receivable balance (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1) As of September 30, 2025, Buckhorn has a total ending reserve balance of $
(2) As of September 30, 2025, Buckhorn has a total receivable balance related to the probable insurance recovery of $
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 $
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 $
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 $
11. Long-Term Debt and Loan Agreements
Long-term debt consisted of the following:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Amended Loan Agreement - Revolving Credit Facility |
|
$ |
|
|
$ |
|
||
Amended Loan Agreement - Term Loan A |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less unamortized deferred financing costs |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less current portion long-term debt |
|
|
|
|
|
|
||
Long-term debt |
|
$ |
|
|
$ |
|
||
18
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
Amendment No. 1 did not change the existing revolving credit facility’s maturity date or $
As of September 30, 2025, the Company had $
On January 12, 2024, the Company repaid $
The weighted average interest rate on borrowings under the Company’s long-term debt was
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 $
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
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
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 |
|
$ |
|
|
$ |
|
||
Finance lease assets |
Property, plant and equipment, net |
|
|
|
|
|
|
||
Total lease assets |
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
|
||
Current |
Operating lease liability - short-term |
|
$ |
|
|
$ |
|
||
Long-term |
Operating lease liability - long-term |
|
|
|
|
|
|
||
Total operating lease liabilities |
|
|
|
|
|
|
|
||
Current |
Finance lease liability - short-term |
|
|
|
|
|
|
||
Long-term |
Finance lease liability - long-term |
|
|
|
|
|
|
||
Total finance lease liabilities |
|
|
|
|
|
|
|
||
Total lease liabilities |
|
|
$ |
|
|
$ |
|
||
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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating lease cost (1) (3) |
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization expense |
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense on lease liabilities |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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 |
|
$ |
|
|
$ |
|
||
Operating cash flows from finance leases |
|
$ |
|
|
$ |
|
||
Financing cash flows from finance leases |
|
$ |
|
|
$ |
|
||
Right-of-use assets obtained in exchange for new lease liabilities: |
|
|
|
|
|
|
||
Operating leases |
|
$ |
|
|
$ |
|
||
Finance leases |
|
$ |
|
|
$ |
|
||
Lease Term and Discount Rate |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Weighted-average remaining lease term (years): |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
||
Finance leases |
|
|
|
|
|
|
||
Weighted-average discount rate: |
|
|
|
|
|
|
||
Operating leases |
|
|
% |
|
|
% |
||
Finance leases |
|
|
% |
|
|
% |
||
Maturity of Lease Liabilities - As of September 30, 2025 |
|
Operating Leases |
|
|
Finance Leases |
|
|
Total |
|
|||
2025 (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2026 |
|
|
|
|
|
|
|
|
|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
2029 |
|
|
|
|
|
|
|
|
|
|||
After 2029 |
|
|
|
|
|
|
|
|
|
|||
Total lease payments |
|
|
|
|
|
|
|
|
|
|||
Less: interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Present value of lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
14. Segments
The Company, a leading manufacturer of products that protect the world from the ground up, manages its business under
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 $
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 |
|
|
Distribution |
|
|
Corporate |
|
|
Inter-company |
|
|
Consolidated |
|
|||||
Industrial |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vehicle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Auto aftermarket |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Freight out |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Gain) loss on disposal of fixed assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Operating income (loss) (2) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital additions, net |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Depreciation and amortization (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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 |
|
|
Distribution |
|
|
Corporate |
|
|
Inter-company |
|
|
Consolidated |
|
|||||
Industrial |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vehicle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Auto aftermarket |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Selling, general and administrative expenses (1) (6) (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Freight out |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
(Gain) loss on disposal of fixed assets |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|||
Impairment charges (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating income (loss) (2) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital additions, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
For the Nine Months Ended September 30, 2025 |
|
|||||||||||||||||
|
Material |
|
|
Distribution |
|
|
Corporate |
|
|
Inter-company |
|
|
Consolidated |
|
|||||
Industrial |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vehicle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Auto aftermarket |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Selling, general and administrative expenses (3) (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Freight out |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Gain) loss on disposal of fixed assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) (2) |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital additions, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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 |
|
|
Distribution |
|
|
Corporate |
|
|
Inter-company |
|
|
Consolidated |
|
|||||
Industrial |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vehicle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Auto aftermarket |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Cost of sales (5) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Selling, general and administrative expenses (1) (6) (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Freight out |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Gain) loss on disposal of fixed assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Impairment charges (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating income (loss) (2) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital additions, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(1) The Company recognized $(
(2) The Company incurred $
(3) During the nine months ended September 30, 2025, the Company recognized a $
(4) The Company recognized a $
(5) The Company recognized $
(6) The Company incurred $
(7) Total depreciation and amortization inclusive of amounts within Cost of sales. Corporate depreciation and amortization includes amortization of deferred financing costs of $
(9) The Company recognized $
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 Qualitative 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 – Other 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 Equity 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 |
|
|
Average Price Paid |
|
|
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 |
|
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
33
Item 6. Exhibits
3.1 |
Myers Industries, Inc. Second Amended and Restated Articles of Incorporation. Reference is made to Exhibit 3.1 to Form 8-K filed with the SEC on April 29, 2021. |
3.2 |
Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit 3.2 to Form 8-K filed with the SEC on April 29, 2021. |
10.1 |
Restricted Stock Unit Award Agreement under the Myers Industries, Inc. 2024 Long-Term Incentive Plan between Myers Industries, Inc. and Samantha Rutty dated September 22, 2025.* (filed herewith) |
10.2 |
Sign-On Bonus Agreement between Myers Industries, Inc. and Samantha Rutty dated September 22, 2025.* (filed herewith) |
31.1 |
Certification of Aaron M. Schapper, President and Chief Executive Officer of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
Certification of Samantha Rutty, Executive Vice President and Chief Financial Officer of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 |
Certifications of Aaron M. Schapper, President and Chief Executive Officer, and Samantha Rutty, Executive Vice President and Chief Financial Officer, of Myers Industries, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101 |
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
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
MYERS INDUSTRIES, INC. |
|
|
October 30, 2025 |
/s/ Samantha Rutty |
|
Samantha Rutty |
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
35