What changed in MYERS INDUSTRIES INC's 2023 10-K compared to 2022?

Across the narrative sections we track, MYERS INDUSTRIES INC (MYE) added 156 paragraphs, removed 133, and edited 109 between the 2022 and 2023 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+60/−45), Item 1A. Risk Factors (+39/−36), Item 1. Business (+33/−30).

Did MYERS INDUSTRIES INC add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 39 new/edited paragraphs and 36 removed paragraphs versus the 2022 10-K.

What changed in MYERS INDUSTRIES INC's MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 60 new/edited paragraphs and 45 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did MYERS INDUSTRIES INC's Legal Proceedings (Item 3) change in 2023?

Item 3 shows 10 added/edited paragraphs and 9 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this MYE 10-K diff come from?

The source filings are MYERS INDUSTRIES INC's official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in MYERS INDUSTRIES INC's 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of MYERS INDUSTRIES INC's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+156 added−133 removedSource: 10-K (2024-03-05) vs 10-K (2023-03-03)

Top changes in MYERS INDUSTRIES INC's 2023 10-K

156 paragraphs added · 133 removed · 109 edited across 7 sections

Item 7. Management's Discussion & Analysis+60 / −45 · 32 edited
Item 1A. Risk Factors+39 / −36 · 31 edited
Item 1. Business+33 / −30 · 26 edited
Item 3. Legal Proceedings+10 / −9 · 7 edited
Item 5. Market for Registrant's Common Equity+8 / −8 · 8 edited

Item 1. Business

Business — how the company describes what it does

26 edited+7 added−4 removed38 unchanged

2022 filing

2023 filing

Biggest changeScepter also manufactures a variety of blow molded products for military applications from high quality containers to safely store and transport large caliber ammunition, to military specified portable fuel and water canisters. Scepter's in-house product engineering and state of the art mold capabilities complements Myers Industries’ Material Handling Segment through an increased product offering and global reach.

Biggest changeScepter's in-house product engineering and state of the art mold capabilities complements Myers Industries’ Material Handling Segment through an increased product offering and global reach. In February 2024, the Company purchased Signature Systems, a leading manufacturer and distributor of composite ground protection for industrial applications, stadium turf protection and temporary event flooring.

The Distribution Segment is engaged in the distribution of tools, equipment and supplies used for tire servicing, wheel and automotive under-vehicle service on passenger, heavy truck and off-road vehicles and the manufacturing of tire repair materials and custom rubber 4 products. The Distribution Segment also manufactures and sells permanent and temporary reflective highway marking tape.

The Distribution Segment is engaged in the distribution of tools, equipment and supplies used for tire servicing, wheel and automotive under-vehicle service on passenger, heavy truck and off-road vehicles and the manufacturing of tire repair materials and custom rubber products. The Distribution Segment also manufactures and sells permanent and temporary reflective highway marking tape.

While the needs and composition of our distribution markets constantly change, we adapt and deliver new products and services that are crucial to our customers’ success. The new product pipeline is driven by a thorough understanding of the market, its customers’ needs and working closely with suppliers to develop innovative products and services to meet these needs.

While the needs and composition of our distribution markets constantly change, we adapt and deliver new products and services that are crucial to our customers’ success. The new product pipeline is driven by a thorough understanding of the market, our customers’ needs and working closely with suppliers to develop innovative products and services to meet these needs.

Myers Industries serves thousands of customers who demand value through product selection, innovation, quality, delivery and responsive personal service. Our brands foster satisfied, loyal customers who have recognized our performance through numerous supplier quality awards. 8 Human Capital Management Myers employees are located throughout North and Central America.

Myers Industries serves thousands of customers who demand value through product selection, innovation, quality, delivery and responsive personal service. Our brands foster satisfied, loyal customers who have recognized our performance through numerous supplier quality awards. Human Capital Management Myers employees are located throughout North and Central America.

Injection molding and blow molding primarily use electric power to heat and press resin into molds to form the products. Rotational molding involves multi-axis rotation of molds in natural gas fired ovens to form the resin into our products. The Material Handling Segment conducts operations in the United States and Canada.

Injection molding and blow molding primarily use electric power to heat and press resin into molds to form the products. Rotational molding involves multi-axis rotation of molds in natural gas fired ovens to form the resin into our products. The Material Handling Segment 4 conducts operations in the United States and Canada.

Within the Distribution Segment the Company sources and manufactures top of the line products for the tire, wheel and under-vehicle service industry. 7 With these brands, the Distribution Segment is the largest U.S. distributor and single source for tire, wheel and under-vehicle service tools, equipment and supplies.

Within the Distribution Segment the Company sources and manufactures top of the line products for the tire, wheel and under-vehicle service industry. With these brands, the Distribution Segment is the largest U.S. distributor and single source for tire, wheel and under-vehicle service tools, equipment and supplies.

These materials are primarily polyethylene, polypropylene, and polystyrene plastic resins and steel, all used within the Material Handling Segment, as well as synthetic and natural rubber. Most raw materials are commodity products and are available from several domestic suppliers.

Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business successfully. The Company employed approximately 2,500 people globally in both a full-time and part-time capacity as of December 31, 2022.

The SEC maintains an internet website that contains our reports, proxy and information statements, and our other SEC filings; the address of that site is http://www.sec.gov. We make our SEC filings available free of charge on our own internet site as soon as reasonably practicable after we have filed with the SEC. Our internet address is http://www.myersindustries.com.

The SEC maintains an internet website that contains our reports, proxy and information statements, and our other SEC filings; the address of that site is https://www.sec.gov. We make our SEC filings available free of charge on our own internet site as soon as reasonably practicable after we have filed with the SEC. Our internet address is https://www.myersindustries.com.

Within the overall tire, wheel and under-vehicle service market, Myers Industries is the largest U.S. distributor of tools, equipment and supplies offered based on national coverage. Customer Dependence In 2022, 2021 and 2020, there were no customers that accounted for more than ten percent of total net sales.

Within the overall tire, wheel and under-vehicle service market, Myers Industries is the largest U.S. distributor of tools, equipment and supplies offered based on national coverage. 8 Customer Dependence In 2023, 2022 and 2021, there were no customers that accounted for more than ten percent of total net sales.

The Distribution Segment operates domestically through its sales offices and nine regional distribution centers in the United States, and in certain foreign countries through export sales as well as branch operations principally in Central America.

The Distribution Segment operates domestically through its sales offices and eight regional distribution centers in the United States, and in certain foreign countries through export sales as well as branch operations principally in Central America.

Independent tire dealers, mass merchandisers, commercial auto and truck fleets, truck stop operations, auto dealerships, tire re-treaders and general repair facilities rely on our broad product selection, rapid availability and personal service to be more productive and profitably grow their businesses.

Independent tire dealers, mass merchandisers, commercial auto and truck fleets, truck stop operations, auto dealerships, tire retreaders and general repair facilities rely on our broad product selection, rapid availability and personal service to be more productive and profitably grow their businesses.

As of December 31, 2022, the Company operated seventeen manufacturing facilities, seven sales offices, nine distribution centers and three distribution branches located throughout North and Central America; and has approximately 2,500 employees. Serving customers around the world, Myers Industries’ brands provide sustainable solutions to a wide variety of customers in diverse niche markets.

As of December 31, 2023, the Company operated seventeen manufacturing facilities, six sales offices, eight distribution centers and three distribution branches located throughout North and Central America; and has approximately 2,500 employees. Serving customers around the world, Myers Industries’ brands provide sustainable solutions to a wide variety of customers in diverse niche markets.

Of these, approximately 1,800 were employed in the Company’s Material Handling Segment while the Distribution Segment employed approximately 600. The Company had approximately 100 Corporate and shared service employees. As of December 31, 2022, the Company had approximately 120 employees represented by a labor union. The collective bargaining agreement between us and the labor union expires June 30, 2025.

Of these, approximately 1,900 were employed in the Company’s Material Handling Segment while the Distribution Segment employed approximately 500. The Company had approximately 100 Corporate and shared service employees. As of December 31, 2023, the Company had approximately 120 employees represented by a labor union. The collective bargaining agreement between us and the labor union expires June 30, 2025.

Elkhart Plastics’ annual sales were approximately $100 million at the time of the acquisition. 5 The following table summarizes the key attributes of the business segments for the year ended December 31, 2022: Material Handling Segment Net Sales Key Product Areas Product Brands Key Capabilities & Services Representative Markets $647.6  Plastic Reusable Containers &  Akro-Mils®  Plastic Rotational Molding  Agriculture 72% Pallets  Jamco®  Plastic Injection Molding  Automotive  Plastic Storage &  Buckhorn®  Structural Foam Molding  Food Processing Organizational Products  Ameri-Kart®  Plastic Blow Molding  Food Distribution  Plastic and Metal Carts  Scepter®  Material Regrind & Recycling  Healthcare  Metal Cabinets  Elkhart Plastics  Product Design  Industrial  Custom Products  Trilogy Plastics  Prototyping  Manufacturing  Product Testing  Retail Distribution  Material Formulation  Wholesale Distribution  Plastic Thermoforming  Consumer  Infrared Welding  Recreational Vehicle  Metal Forming  Marine  Stainless Steel Forming  Military  Powder Coating  Custom Distribution Segment Net Sales Key Product Areas Product Brands Key Capabilities & Services Representative Markets $252.0  Tire Valves & Accessories  Myers Tire Supply®  Broad Sales Coverage  Retail Tire Dealers 28%  Tire Changing &  Myers Tire Supply  Local Sales  Truck Tire Dealers Balancing Equipment International  Nine Strategically Placed  Auto Dealers  Lifts & Alignment Equipment  Patch Rubber Company® Distribution Centers  Commercial Auto & Truck  Service Equipment  Elrick  International Distribution Fleets  Hand Tools  Fleetline  Personalized Service  General Repair & Services  Tire Repair & Retread  MTS  National Accounts Facilities Equipment & Supplies  Mohawk Rubber Sales  Product Training  Tire Re-treaders  Brake, Transmission & Allied  Seymoure  Repair/Service Training  Tire Repair Service Equipment & Supplies  Tuffy  New Products/Services  Governmental Agencies  Highway Markings  Advance Traffic Markings “Speed to Market”  Telecommunications  Industrial Rubber  MXP  Rubber Mixing  Industrial  General Shop Supplies  Rubber Compounding  Road Construction  Tire Pressure Monitoring System  Rubber Calendaring  Mining  Tiered Product Offerings  Truck Stop Operations 6 Segments Overview Material Handling Segment The Material Handling Segment manufactures highly engineered polymer packaging containers, storage and safety products, and specialty molded parts.

Mohawk’s annual sales were approximately $65 million at the time of the acquisition. 5 The following table summarizes the key attributes of the business segments for the year ended December 31, 2023: Material Handling Segment 2023 Net Sales Key Product Areas Product Brands Key Capabilities & Services Representative Markets $555.3  Plastic Reusable Containers &  Akro-Mils®  Plastic Rotational Molding  Agriculture 68% Pallets  Jamco®  Plastic Injection Molding  Automotive  Plastic Storage &  Buckhorn®  Structural Foam Molding  Food Processing Organizational Products  Ameri-Kart®  Plastic Blow Molding  Food Distribution  Plastic and Metal Carts  Scepter®  Material Regrind & Recycling  Healthcare  Metal Cabinets  Elkhart Plastics  Product Design  Industrial  Custom Products  Trilogy Plastics  Prototyping  Manufacturing  Composite Ground Protection Matting*  Signature Systems*  Product Testing  Retail Distribution  Material Formulation  Wholesale Distribution  Plastic Thermoforming  Consumer  Infrared Welding  Recreational Vehicle  Metal Forming  Marine  Stainless Steel Forming  Military  Powder Coating  Custom  Compression Molding*  Infrastructure & Construction* Distribution Segment 2023 Net Sales Key Product Areas Product Brands Key Capabilities & Services Representative Markets $257.9  Tire Valves & Accessories  Myers Tire Supply®  Broad Sales Coverage  Retail Tire Dealers 32%  Tire Changing &  Myers Tire Supply  Local Sales  Truck Tire Dealers Balancing Equipment International  Eight Strategically Placed  Auto Dealers  Lifts & Alignment Equipment  Patch Rubber Company® Distribution Centers  Commercial Auto & Truck  Service Equipment  Elrick  International Distribution Fleets  Hand Tools  Fleetline  Personalized Service  General Repair & Services  Tire Repair & Retread  MTS  National Accounts Facilities Equipment & Supplies  Mohawk Rubber Sales  Product Training  Tire Retreaders  Brake, Transmission & Allied  Seymoure  Repair/Service Training  Tire Repair Service Equipment & Supplies  Tuffy  New Products/Services  Governmental Agencies  Highway Markings  Advance Traffic Markings “Speed to Market”  Telecommunications  Industrial Rubber  MXP  Rubber Mixing  Industrial  General Shop Supplies  Rubber Compounding  Road Construction  Tire Pressure Monitoring System  Rubber Calendaring  Mining  Tiered Product Offerings  Truck Stop Operations *Beginning in February 2024 with the acquisition of Signature Systems 6 Segments Overview Material Handling Segment The Material Handling Segment manufactures highly engineered polymer packaging containers, storage and safety products, and specialty molded parts.

During periods of shorter lead times, backlog may not be a meaningful indicator of future sales. Accordingly, we do not believe our backlog data and comparisons thereof, as of different dates, reliably indicate future sales or shipments. 9 Available Information Filings with the SEC.

Accordingly, we do not believe our backlog data and comparisons thereof, as of different dates, reliably indicate future sales or shipments. Available Information Filings with the SEC.

As a function of this approach, the Company conducts surveys on a periodic basis to measure and report employee engagement and areas of concern. The Company also provides professional development and training opportunities to advance the skills and expertise of Myers’ employees.

As a function of this approach, the Company conducts surveys on a periodic basis to measure and report employee engagement and areas of concern.

Elkhart Plastics, which was acquired in November 2020, is another industry leading manufacturer of rotationally molded water, fuel and waste handling tanks, intermediate bulk containers, plastic trim and parts used in recreational vehicle, marine, agriculture, commercial construction equipment, heavy truck equipment, material handling and more.

Elkhart Plastics is a leader in rotationally molded water, fuel and waste handling tanks, intermediate bulk containers, plastic trim and parts used in recreational vehicle, marine, agriculture, commercial construction equipment, heavy truck equipment, material handling and more. Custom plastics are manufactured in a variety of lengths, shapes and thicknesses to meet customer needs.

The Company is a leader in the manufacturing of plastic reusable material handling containers and pallets, and plastic fuel tanks as well as the largest distributor of tools, equipment and supplies for the tire, wheel and under-vehicle service industry in the United States. Our plastic bulk containers replace single-use packaging, reducing waste and improving sustainability.

Our plastic bulk containers replace single-use packaging, reducing waste and improving sustainability. The Company is also the largest distributor 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.

Custom plastics are manufactured in a variety of lengths, shapes and thicknesses to meet customer needs. Trilogy Plastics, acquired in July 2021, is a world-class custom rotational molder specializing in high quality, high tolerance parts and assemblies. Trilogy manufactures custom products for the industrial, consumer, lawn and garden, heavy truck, medical and other markets.

Trilogy Plastics is a world-class custom rotational molder specializing in high quality, high tolerance parts and assemblies. Trilogy manufactures custom products for the industrial, consumer, lawn and garden, heavy truck, medical and other markets. Scepter is a leading producer of portable plastic fuel containers, portable marine fuel tanks and water containers, ammunition containers and storage totes.

Backlog The backlog of orders for our operations is estimated to have been approximately $102 million at December 31, 2022 and approximately $109 million at December 31, 2021. Generally, our lead time between customer order and product delivery is less than 90 days, and thus our estimated backlog is expected to be substantially delivered within the succeeding three months.

Generally, our lead time between customer order and product delivery is less than 90 days, and thus our estimated backlog is expected to be substantially delivered within the succeeding three months. During periods of shorter lead times, backlog may not be a meaningful indicator of future sales.

Buckhorn offers products to replace costly single use cardboard boxes, wooden pallets, and steel containers. Buckhorn has a broad product line that includes injection-molded and structural foam-molded constructions.

Buckhorn’s reusable containers and pallets are used in closed-loop supply chain systems to help customers improve product protection, increase handling efficiencies, reduce freight costs and eliminate solid waste and disposal costs. Buckhorn offers products to replace costly single use cardboard boxes, wooden pallets, and steel containers. Buckhorn has a broad product line that includes injection-molded and structural foam-molded constructions.

Scepter is a leading producer of portable plastic fuel containers, portable marine fuel tanks and water containers, ammunition containers and storage totes. Scepter was the first provider of Jerry Cans to North America which offer safe, reliable transportation and storage of fuel for the consumer market.

Scepter was the first provider of Jerry Cans to North America which offer safe, reliable transportation and storage of fuel for the consumer market. Scepter also manufactures a variety of blow molded products for military applications from high quality containers to safely store and transport large caliber ammunition, to military specified portable fuel and water canisters.

Distribution Segment The Distribution Segment includes the Myers Tire Supply ® , Myers Tire Supply International , Tuffy Manufacturing, Mohawk Rubber Sales and Patch Rubber Company ® brands.

Signature Systems composite ground protection mats are manufactured using compression molding and structural foam injection molding and are sold globally. 7 Distribution Segment The Distribution Segment includes the Myers Tire Supply ® , Myers Tire Supply International , Tuffy Manufacturing, Mohawk Rubber Sales and Patch Rubber Company ® brands.

The Distribution Segment serves retail and truck tire dealers, commercial auto and truck fleets, truck stop operations, auto dealers, general service and repair centers, tire re-treaders, and government agencies. On May 31, 2022, the Company acquired the assets of Mohawk Rubber Sales of New England Inc. (“Mohawk”), a leading auto aftermarket distributor, which is included in the Company’s Distribution Segment.

Signature Systems will be included in the Material Handling segment. Signature's annual sales were approximately $110 million at the time of the acquisition. On May 31, 2022, the Company acquired the assets of Mohawk Rubber Sales of New England Inc. (“Mohawk”), a leading auto aftermarket distributor, which is included in the Company’s Distribution Segment.

The brands within this segment include Buckhorn ® , Akro-Mils ® , Jamco ® , Ameri-Kart ® , Elkhart Plastics , Trilogy Plastics and Scepter ® . Buckhorn’s reusable containers and pallets are used in closed-loop supply chain systems to help customers improve product protection, increase handling efficiencies, reduce freight costs and eliminate solid waste and disposal costs.

The brands within this segment include Buckhorn ® , Akro-Mils ® , Jamco ® , Ameri-Kart ® , Elkhart Plastics , Trilogy Plastics, Scepter ® and beginning in February 2024, Signature Systems .

Removed

The Company has made substantial progress against the first horizon of its strategic plan, which was introduced in late 2020. In 2023, the Company is beginning the transition from horizon one to horizon two, continuing to execute on the four pillars above while exploring larger acquisitions.

Added

The Company designs, manufactures, and markets a variety of plastic, metal and rubber products, including a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products, OEM parts, custom plastic products, consumer fuel containers and tanks for water, fuel and waste handling.

Removed

Mohawk’s annual sales were approximately $65 million at the time of the acquisition. On July 30, 2021, the Company acquired the assets of Trilogy Plastics, Inc. (“Trilogy”), a manufacturer of custom products for the industrial, consumer, lawn and garden, heavy truck, medical and other markets, which is included in the Company’s Material Handling Segment.

Added

Completion of the Signature acquisition in February 2024 moves the Company into the second horizon of its long-term strategic plan, which builds upon the first horizon.

Removed

Trilogy’s annual sales were approximately $35 million at the time of the acquisition. On November 10, 2020, the Company acquired the assets of Elkhart Plastics, Inc. (“Elkhart Plastics”), a manufacturer of engineered products for the recreational vehicle, marine, agricultural, construction, truck and other industries, which is included in the Company’s Material Handling Segment.

Added

In the second three-year horizon, the Company is focused on: • building on and continuing to execute on the four pillars from the first horizon; and • levering experience gained from Horizon 1 to complete larger acquisitions in North America, potentially entering into adjacent technologies.

Removed

In addition to standard marine parts, Ameri-Kart is well respected within the marine market for its patented Enviro-Fill ® overfill prevention system (“OPS”) technology and is the industry’s only turnkey provider of an integrated, Environmental Protection Agency (“EPA”)-compliant marine fuel tank and patented Enviro-Fill diurnal system.

Added

The addition of Signature Systems in February 2024 adds a line of composite ground protection products, which are manufactured using compression and injection molding.

Added

The Distribution Segment serves 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. On February 8, 2024, the Company purchased Signature Systems ("Signature"), a leading manufacturer and distributor of composite ground protection for industrial applications, stadium turf protection and temporary event flooring.

Added

The Company's rotational molding business operates under the Ameri-Kart, Elkhart Plastics and Trilogy Plastics brand names and is a leader in rotational molding with a manufacturing footprint and capabilities to serve customers across the country.

Added

The Company also provides professional development and training opportunities to advance the skills and expertise of Myers’ employees. 9 Backlog The backlog of orders for our operations is estimated to have been approximately $75 million at December 31, 2023 and approximately $102 million at December 31, 2022.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

31 edited+8 added−5 removed82 unchanged

2022 filing

2023 filing

Biggest changeUnexpected failures of our equipment, machinery and manufacturing processes may also result in production delays, revenue loss and significant repair costs, as well as injuries to our employees. Any interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability and cash flows.

Biggest changeAny interruption in production capability may require us to make large capital expenditures to remedy the situation, which could have a negative impact on our profitability and cash flows. Our business interruption insurance may not be sufficient to offset the lost revenues or increased costs that we may experience during a disruption of our operations.

(“CERCLA” or “Superfund law”) and similar state laws, impose liability for the cost of investigation or remediation of contaminated sites upon the current or, in some cases, the former site owners or operators (or their predecessor entities) and upon parties who arranged for the disposal of wastes or transported or sent those wastes to an off-site facility for treatment or disposal, regardless of when the release of hazardous substances occurred or the lawfulness of the activities giving rise to the release.

(“CERCLA” or “Superfund law”) and similar state laws, impose liability for the cost of investigation or remediation of contaminated sites upon the current or, in some cases, the former site owners or operators (or their predecessor entities) and upon parties who arranged for the disposal of wastes or transported or sent those wastes to an off-site facility for treatment or disposal, regardless of when the release of 15 hazardous substances occurred or the lawfulness of the activities giving rise to the release.

Such events may include, but are not limited to, strategic decisions made in response to changes in economic and competitive conditions, the impact of the economic environment on our customer base, a material adverse change in our relationship with significant customers, natural disasters, unusual or severe weather events or patterns, 16 public health crises, geopolitical, or other catastrophic events beyond our control.

Such events may include, but are not limited to, strategic decisions made in response to changes in economic and competitive conditions, the impact of the economic environment on our customer base, a material adverse change in our relationship with significant customers, natural disasters, unusual or severe weather events or patterns, public health crises, geopolitical, or other catastrophic events beyond our control.

If we are unsuccessful in developing ways to mitigate raw material cost increases, we may not be able to improve productivity or realize our ongoing cost 10 reduction programs sufficiently to help offset the impact of these increased raw material costs. As a result, higher raw material costs could result in declining margins and operating results.

If we are unsuccessful in developing ways to mitigate raw material cost increases, we may not be able to improve productivity or realize our ongoing cost reduction programs sufficiently to help offset the impact of these increased raw material costs. As a result, higher raw material costs could result in declining margins and operating results.

The loss of key employees or executive officers in the future could adversely impact our business and operations, including our ability to successfully implement our business strategy, financial plans, expansion of services, marketing and other objectives. Risks Relating to the Execution of Our Strategy Our strategic growth initiatives have inherent risks and may not achieve anticipated benefits.

The loss of key employees or executive officers in the future could adversely impact our business and operations, including our ability to successfully implement our business strategy, financial plans, expansion of services, marketing and other objectives. 12 Risks Relating to the Execution of Our Strategy Our strategic growth initiatives have inherent risks and may not achieve anticipated benefits.

Risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the applicable statements include, but are not limited to: Risks Relating to Our Business and Operations Significant increase in the cost of raw materials or disruption in the availability of raw materials could adversely affect our financial performance.

Risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the applicable statements include, but are not limited to: 10 Risks Relating to Our Business and Operations Significant increase in the cost of raw materials or disruption in the availability of raw materials could adversely affect our financial performance.

While this is a continuous process, all of these activities and initiatives have inherent risks and there remain significant challenges and uncertainties, including economic and general business conditions that could limit our ability to achieve anticipated benefits associated 12 with announced strategic initiatives and affect our financial results.

While this is a continuous process, all of these activities and initiatives have inherent risks and there remain significant challenges and uncertainties, including economic and general business conditions that could limit our ability to achieve anticipated benefits associated with announced strategic initiatives and affect our financial results.

Inflationary economic conditions in North America and the other regions in which we operate could adversely impact the cost of labor, and commodity and other raw material prices. Market conditions may limit our ability to raise selling prices to offset increased costs and prices caused by inflation.

We currently operate manufacturing, sales and service facilities outside of the United States, particularly in Canada and Central America. For the year ended December 31, 2022, international net sales accounted for approximately 6% of our total net sales.

We currently operate manufacturing, sales and service facilities outside of the United States, particularly in Canada and Central America. For the year ended December 31, 2023, international net sales accounted for approximately 6% of our total net sales.

We may not realize the improved operating results that we anticipate from past acquisitions, including Mohawk and Trilogy, or from acquisitions we may make in the future, and we may experience difficulties in integrating the acquired businesses or may inherit significant liabilities related to such businesses.

We may not realize the improved operating results that we anticipate from past acquisitions or from acquisitions we may make in the future, and we may experience difficulties in integrating the acquired businesses or may inherit significant liabilities related to such businesses.

We expect such acquisitions will produce operating results consistent with our other operations and our strategic goals; however, we may be unable to achieve the benefits expected to be realized from our acquisitions.

Some of these acquisitions may be material to us. We expect such acquisitions will produce operating results consistent with our other operations and our strategic goals; however, we may be unable to achieve the benefits expected to be realized from our acquisitions.

Federal, state, local and foreign governments could enact laws or regulations concerning environmental matters that increase the cost of producing, or otherwise adversely affect the demand for, plastic products.

Environmental regulations specific to plastic products and containers could adversely affect our ability to conduct our business. Federal, state, local and foreign governments could enact laws or regulations concerning environmental matters that increase the cost of producing, or otherwise adversely affect the demand for, plastic products.

Moreover, these types of events could negatively impact customer spending or trends in our end markets in impacted regions or depending upon the severity, globally, which could adversely impact our operating results. ITEM 1B. Unresolv ed Staff Comments None. 17

In addition, our operations outside the United States are subject to the risk of new and different legal and regulatory requirements in local jurisdictions, potential difficulties in staffing and managing local operations and potentially adverse tax consequences. The costs related to our international operations could adversely affect our operations and financial results in the future.

We rely on information technology systems to process, transmit and store electronic information and manage and operate our business. Such systems are vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, computer viruses, computer denial-of-service attacks, unauthorized intrusion, and other events, any of which could interrupt our business operations.

Such systems are vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, computer viruses, computer denial-of-service attacks, unauthorized intrusion, and other events, any of which could interrupt our business operations.

Individually or combined, these parties may have sufficient voting power to influence actions requiring the approval of our shareholders. Risks Related to Data Privacy and Information Security Our information technology systems have in the past and may in the future experience an interruption or a breach in security.

Individually or combined, these parties may have sufficient voting power to influence actions requiring the approval of our shareholders. Risks Related to Data Privacy and Information Security Our information technology systems may experience an interruption or a breach in security. We rely on information technology systems to process, transmit and store electronic information and manage and operate our business.

Additionally, we depend on skilled labor in the manufacturing of our products. High demand for skilled manufacturing labor in the United States has resulted in difficulty hiring, training, and retaining labor.

High demand for skilled manufacturing labor in the United States has resulted in difficulty hiring, training, and retaining labor.

While we maintain insurance covering our manufacturing and production facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of our facilities due to accident, fire, explosion, natural disaster or any other reason, whether short or long-term, could have a material adverse effect on our business, financial condition and results of operations. 11 Unexpected failures of our equipment, machinery and manufacturing processes may also result in production delays, revenue loss and significant repair costs, as well as injuries to our employees.

Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, rules and regulations could result in significant cost and liability to us, damage our reputation, inhibit our sales and adversely affect our business. 14 Risks Related to Legal, Compliance and Regulatory Matters Future claims, litigation and regulatory actions could adversely affect our financial condition and our ability to conduct our business.

We have limited insurance coverage for potential environmental liabilities associated with historic and current operations and we do not anticipate increasing such coverage in the future. We may also assume significant environmental liabilities in acquisitions. Such costs or liabilities could adversely affect our financial situation and our ability to conduct our business.

Difficulties in securing skilled labor can result in increased hiring and training costs, increased overtime to meet demand, and increased wage rates to attract and retain workers, and lower manufacturing efficiency due to fewer and less experienced workers which could adversely affect our business or our ability to meet customer demand. 11 Our future performance depends in part on our ability to develop and market new products if there are changes in technology, regulatory requirements or competitive processes.

Gabelli, Gabelli Funds, LLC, GAMCO Asset Management Inc., MJG Associates, Inc., Teton Advisors, Inc., Gabelli Foundation, Inc., GGCP, Inc., GAMCO Investors, Inc., Associated Capital Group, Inc. and Gabelli & Company Investment Advisors, Inc., (collectively, the “Gamco Group”), for which the Company disclaims any responsibility for accuracy, the Gamco Group beneficially owned 5,364,631 shares of our common stock, which represented approximately 14.6% of the 36,848,465 shares outstanding at December 31, 2023. 14 Based solely on the Schedule 13G/A filed on January 22, 2024, by Blackrock, Inc., (“Blackrock”), for which the Company disclaims any responsibility for accuracy, Blackrock beneficially owned 5,864,343 shares of our common stock, which represented approximately 15.9% of the 36,848,465 shares outstanding at December 31, 2023.

We explore opportunities to acquire businesses that we believe are related to the execution of the Company’s long-term strategies, with a focus on, among other things, alignment with the Company’s existing technologies and competencies, flexible operations, and leadership in niche markets. Some of these acquisitions may be material to us.

We explore opportunities to acquire businesses that we believe are related to the execution of the Company’s long-term strategies, with a focus on, among other things, alignment with the Company’s existing technologies and competencies, flexible operations, and leadership in niche markets, such as our most recent acquisition of Signature Systems completed on February 8, 2024.

The costs related to our international operations could adversely affect our operations and financial results in the future. 13 Risks Relating to Our Debt and Capital Structure If we are unable to maintain access to credit financing, our business may be adversely affected.

Risks Relating to Our Debt and Capital Structure If we are unable to maintain access to credit financing, our business may be adversely affected.

Our business interruption insurance may not be sufficient to offset the lost revenues or increased costs that we may experience during a disruption of our operations. A temporary or long-term business disruption could result in a permanent loss of customers. If this were to occur, our future sales levels, and therefore our profitability, could be materially adversely affected.

A temporary or long-term business disruption could result in a permanent loss of customers. If this were to occur, our future sales levels, and therefore our profitability, could be materially adversely affected. Additionally, we depend on skilled labor in the manufacturing of our products.

The nature of our business exposes us, from time to time, to breach of contract, warranty or recall claims, claims for negligence, or product liability, strict liability, personal injury or property damage claims.

Risks Related to Legal, Compliance and Regulatory Matters Future claims, litigation and regulatory actions could adversely affect our financial condition and our ability to conduct our business. The nature of our business exposes us, from time to time, to breach of contract, warranty or recall claims, claims for negligence, or product liability, strict liability, personal injury or property damage claims.

Changes in technology, regulatory requirements and competitive processes may render certain of our products obsolete or less attractive.

Our future performance depends in part on our ability to develop and market new products if there are changes in technology, regulatory requirements or competitive processes. Changes in technology, regulatory requirements and competitive processes may render certain of our products obsolete or less attractive.

We cannot be sure that our lenders would waive a default or that we could pay the indebtedness in full if it were accelerated. Equity Ownership Concentration Based solely on the Schedule 13D/A filed on November 25, 2022, by Mario J.

We cannot be sure that our lenders would waive a default or that we could pay the indebtedness in full if it were accelerated. Our variable rate indebtedness increases our interest rate risk.

Additionally, changes in tax laws, particularly in light of changes in the composition of Congress, or new guidance or directives issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies could impact our future effective tax rate and may result in a material adverse effect on our business, financial condition, results of operations, or cash flows.

Treasury Department, the IRS, and other standard-setting bodies could impact our future effective tax rate and may result in a material adverse effect on our business, financial condition, results of operations, or cash flows. 16 General Risk Factors If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results.

Internal control systems are intended to provide reasonable assurance regarding the preparation and fair presentation of published financial statements.

As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common stock. Internal control systems are intended to provide reasonable assurance regarding the preparation and fair presentation of published financial statements.

The overall magnitude of the COVID-19 pandemic or any future pandemic, including the extent of its direct and indirect impact on our business, financial position, results of operations or liquidity continues to be inherently uncertain. We may also incur costs or experience further disruption to comply with new or changing regulations in response to the pandemic.

Major public health issues, including pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future materially adversely affect, the Company due to their impact on the global economy and demand for consumer products. We may also incur costs or experience further disruption to comply with new or changing regulations in response to such issues.

Removed

Based solely on the Schedule 13G/A filed on January 23, 2023, by Blackrock, Inc., (“Blackrock”), for which the Company disclaims any responsibility for accuracy, Blackrock beneficially owned 5,767,999 shares of our common stock, which represented approximately 15.8% of the 36,500,020 shares outstanding at December 31, 2022.

Added

In connection with our acquisition of Signature Systems in February 2024, we entered into Amendment No. 1 to the Seventh Amended and Restated Loan Agreement (“Amended Loan Agreement”) to add a $400 million Term Loan (“Term Loan A”) in addition to the previous $250 million maximum revolving credit loan (“Revolver”).

Removed

Such costs or liabilities could adversely affect our financial situation and our ability to conduct our business. 15 Environmental regulations specific to plastic products and containers could adversely affect our ability to conduct our business.

Added

Under the Amended Loan Agreement both the Term Loan A and the Revolver bear interest at a variable rate based on Term SOFR, RFR, SONIA, EURIBOR and CORRA based loans, and we are subject to risks of changing interest rates.

Removed

General Risk Factors If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common stock.

Added

In the future we may seek to enter into hedge arrangements to limit our interest rate risk, but have not done so as of the date of this filing.

Removed

The COVID-19 pandemic could negatively affect our business, financial position, results of operations and/or liquidity. First identified in December 2019, the novel coronavirus (“COVID-19”) became a global pandemic and had widespread direct and indirect effects, including in our primary markets and supply chain. Regulatory actions in response to COVID-19 varied across jurisdictions and included closure of nonessential businesses.

Added

If interest rates increase, our debt service obligations on our variable rate debt will increase even if the amount borrowed remains the same, and our net income and cash flows, will decrease correspondingly. Equity Ownership Concentration Based solely on the Schedule 13D/A filed on November 25, 2022, by Mario J.

Removed

The most acute effects from the pandemic appear to have subsided to increased immunity levels in the general population and improved therapeutics to treat severe infections. However, recurrences or new variants of COVID-19 or similar pandemics could result in reimplementation of any measures that have been removed or relaxed or the implementation of new regulations, requirements or restrictions.

Added

Additionally, changes in tax laws, particularly in light of changes in the composition of Congress, or new guidance or directives issued by the U.S.

Added

Instability in geographies impacted by political events, trade disputes, war, terrorism and other business interruptions could have a material adverse effect on our business, customers, global commodity markets, consumer spending, and financial results.

Added

The current economic environment includes heightened risks stemming from the broader economic effects of the international geopolitical climate, including the conflict between Russia and Ukraine, and the Israel-Hamas war which has increased volatility in global commodity markets, including oil (a component of many plastic resins), energy and agricultural commodities.

Added

While the Company has limited foreign operations and sources much of its raw materials domestically uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on macroeconomic conditions, including slow growth or recession, inflation, tighter credit, higher interest rates, and currency fluctuations, all of which can adversely impact consumer spending and materially adversely affect demand for the Company’s products that may result in a material adverse effect on our business, financial condition, results of operations, or cash flows.

Item 2. Properties

Properties — owned and leased real estate

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2023 filing

Biggest changePr operties The following table sets forth certain information with respect to each of the Company's principal properties owned and facilities leased by the Company as of December 31, 2022: Business Location Segment Principal Use Owned/Leased Lease Expiration Akron, Ohio Corporate/Distribution Administration and distribution center Owned N/A Akron, Ohio Material Handling/Corporate Administration and warehousing Owned N/A Miami, Oklahoma Material Handling Manufacturing and distribution Owned N/A Roanoke Rapids, North Carolina Distribution Manufacturing and distribution Owned N/A Scarborough, Ontario Material Handling Manufacturing and distribution Owned N/A Springfield, Missouri Material Handling Manufacturing and distribution Owned N/A Wadsworth, Ohio Material Handling Manufacturing and distribution Owned N/A Alpharetta, Georgia Distribution Sales and distribution center Leased 2023 Atlantic, Iowa Material Handling Manufacturing and distribution Leased 2023 Cuyahoga Falls, Ohio Distribution Distribution center Leased 2023 Milford, Ohio Material Handling Administration and sales Leased 2023 Mixco, Guatemala Distribution Distribution center Leased 2023 Salt Lake City, Utah Distribution Sales and distribution center Leased 2023 Salt Lake City, Utah Distribution Sales and distribution center Leased 2023 Southaven, Mississippi Distribution Distribution center Leased 2023 Springfield, Missouri Material Handling Warehousing Leased 2023 Littleton, Colorado Material Handling Manufacturing and distribution Leased 2024 Middlebury, Indiana Material Handling Manufacturing and distribution Leased 2024 San Salvador, El Salvador Distribution Distribution center Leased 2024 Alliance, Ohio Material Handling Warehousing Leased 2025 Houston, Texas Distribution Sales and distribution center Leased 2025 White Pigeon, Michigan Material Handling Manufacturing and distribution Leased 2025 Bristol, Indiana Material Handling Manufacturing and distribution Leased 2026 Juan Diaz, Panama Distribution Distribution center Leased 2026 Midland, Michigan Corporate Administration Leased 2026 Decatur, Georgia Material Handling Manufacturing and distribution Leased 2027 South Bend, Indiana Material Handling Manufacturing and distribution Leased 2027 Hingham, Massachusetts Distribution Sales and distribution center Leased 2028 Pomona, California Distribution Sales and distribution center Leased 2028 Ridgefield, Washington Material Handling Manufacturing and distribution Leased 2029 South Beloit, Illinois Material Handling Manufacturing and distribution Leased 2031 Alliance, Ohio Material Handling Manufacturing and distribution Leased 2032 Alliance, Ohio Material Handling Manufacturing and distribution Leased 2032 Bristol, Indiana Material Handling Manufacturing and distribution Leased 2036 The Company also leases facilities for its sales offices and sales branches in the United States and Central America.

Biggest changePr operties The following table sets forth certain information with respect to each of the Company's principal properties owned and facilities leased by the Company as of December 31, 2023: Business Location Segment Principal Use Owned/Leased Lease Expiration Akron, Ohio Corporate/Distribution Administration and distribution center Owned N/A Akron, Ohio Material Handling/Corporate Administration and warehousing Owned N/A Miami, Oklahoma Material Handling Manufacturing and distribution Owned N/A Roanoke Rapids, North Carolina Distribution Manufacturing and distribution Owned N/A Scarborough, Ontario Material Handling Manufacturing and distribution Owned N/A Springfield, Missouri Material Handling Manufacturing and distribution Owned N/A Wadsworth, Ohio Material Handling Manufacturing and distribution Owned N/A Mixco, Guatemala Distribution Distribution center Leased Month to Month Juan Diaz, Panama Distribution Distribution center Leased Month to Month Cuyahoga Falls, Ohio Distribution Distribution center Leased 2024 Littleton, Colorado Material Handling Manufacturing and distribution Leased 2024 Middlebury, Indiana Material Handling Manufacturing and distribution Leased 2024 San Salvador, El Salvador Distribution Distribution center Leased 2024 Alliance, Ohio Material Handling Warehousing Leased 2025 Atlantic, Iowa Material Handling Manufacturing and distribution Leased 2025 Houston, Texas Distribution Sales and distribution center Leased 2025 White Pigeon, Michigan Material Handling Manufacturing and distribution Leased 2025 Bristol, Indiana Material Handling Manufacturing and distribution* Leased 2026 Midland, Michigan Corporate Administration Leased 2026 Salt Lake City, Utah Distribution Sales and distribution center Leased 2026 Decatur, Georgia Material Handling Manufacturing and distribution Leased 2027 South Bend, Indiana Material Handling Manufacturing and distribution Leased 2027 Alpharetta, Georgia Distribution Sales and distribution center Leased 2028 Hingham, Massachusetts Distribution Sales and distribution center Leased 2028 Milford, Ohio Material Handling Administration and sales Leased 2028 Pomona, California Distribution Sales and distribution center Leased 2028 Southaven, Mississippi Distribution Distribution center Leased 2028 Springfield, Missouri Material Handling Warehousing Leased 2028 Ridgefield, Washington Material Handling Manufacturing and distribution Leased 2029 South Beloit, Illinois Material Handling Manufacturing and distribution Leased 2031 Alliance, Ohio Material Handling Manufacturing and distribution Leased 2032 Alliance, Ohio Material Handling Manufacturing and distribution Leased 2032 Bristol, Indiana Material Handling Manufacturing and distribution Leased 2036 *This facility has been idled as more fully described in Part II, Note 6 to the consolidated financial statements The Company also leases facilities for its sales offices and sales branches in the United States and Central America.

All of these locations are used by the Distribution Segment. The Company believes that all of its properties, machinery and equipment generally are well maintained and adequate for the purposes for which they are used. 18

Added

The Company added additional properties with the February 2024 acquisition of Signature Systems, which include a manufacturing and distribution facility in Orlando, Florida that is leased through 2029, an administration and distribution facility in Flower Mound, Texas that is leased through 2027, and a sales and distribution facility in Darlington, UK that is leased through 2024. 19

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changePreviously, he served as Vice President, Purchasing and Supply Chain since joining the Company on September 1, 2020. Prior to that, Mr. Baker spent 34 years at The Dow Chemical Company serving in various roles, including most recently as Associate Director Logistics Purchasing. Mr.

Biggest changeBaker spent 34 years at The Dow Chemical Company serving in various roles, including most recently as Associate Director Logistics Purchasing. Mr. Gurnee, Vice President, Sales, Marketing, and Commercial Excellence, was appointed to his position on August 17, 2020. Mr. Gurnee was also appointed to serve as Vice President, Distribution Segment, effective June 1, 2023.

Prior to joining the Company, he served as Executive Vice President and Chief Operating Officer of BMC Stock Holdings, Inc. Prior to that, Mr. McGaugh served in various leadership roles with The Dow Chemical Company, including Global General Manager, Dow Building Solutions; Global General Manager, Growth & Innovation Business Portfolio; and Global Director and leader of the Integration Management Office.

Prior to that, Mr. McGaugh served in various leadership roles with The Dow Chemical Company, including Global General Manager, Dow Building Solutions; Global General Manager, Growth & Innovation Business Portfolio; and Global Director and leader of the Integration Management Office. Mr. Fitz was named Executive Vice President and Chief Financial Officer effective May 8, 2023.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below is certain information concerning the executive officers of the Registrant as of February 24, 2023. Executive officers are appointed annually by the Board of Directors. Name Age Title Michael P. McGaugh 49 President and Chief Executive Officer Monica P. Vinay 54 Interim Chief Financial Officer Jeffrey J.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below is certain information concerning the executive officers of the Registrant as of March 1, 2024. Executive officers are appointed annually by the Board of Directors. Name Age Title Michael P. McGaugh 50 President and Chief Executive Officer Grant E. Fitz 61 Executive Vice President and Chief Financial Officer Jeffrey J.

For information relating to the New Idria Mercury Mine matter, the New Almaden Mine matter, and the Patent Infringement matter, see Note 9, Contingencies, to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

For information relating to the New Idria Mercury Mine matter, the New Almaden Mine matter, the No Spill matter and Other matters, see Note 9, Contingencies, to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. On October 18, 2023, Tank Holding Corp. served a Complaint against Myers Industries, Inc.

Gurnee, Vice President, Sales, Marketing, and Commercial Excellence, was appointed to his position on August 17, 2020. Prior to joining the Company, he spent 37 years with The Dow Chemical Company in multiple sales and marketing roles. Most recently, he served as the Global Innovation Discipline Director. Mr.

Prior to joining the Company, he spent 37 years with The Dow Chemical Company in multiple sales and marketing roles. Most recently, he served as the Global Innovation Discipline Director. 20 PART II

Baker 60 Vice President, Shared Services James H. Gurnee 65 Vice President, Sales, Marketing, and Commercial Excellence Paul A. Johnson 58 Vice President, Distribution Segment Mr. McGaugh, President and Chief Executive Officer, was appointed to his current position on April 6, 2020.

Baker 61 Vice President, Shared Services James H. Gurnee 66 Vice President, Sales, Marketing, and Commercial Excellence Vice President, Distribution Segment Mr. McGaugh, President and Chief Executive Officer, was appointed to his current position on April 6, 2020. Prior to joining the Company, he served as Executive Vice President and Chief Operating Officer of BMC Stock Holdings, Inc.

Prior to joining Myers, Ms. Vinay worked at Barnes Group, Inc., in various financial roles including Controller, Barnes Distribution N.A., and Director of Finance, Logistics and Manufacturing Services. Mr. Baker, Vice President, Shared Services, was appointed to his current position effective November 29, 2021.

Fitz held various senior financial leadership positions at General Motors, including being the Chief Risk Officer of the company. Mr. Baker, Vice President, Shared Services, was appointed to his current position effective November 29, 2021. Previously, he served as Vice President, Purchasing and Supply Chain since joining the Company on September 1, 2020. Prior to that, Mr.

Removed

Ms. Vinay was named Interim Chief Financial Officer effective July 1, 2022, and has been Vice President Investor Relations and Treasurer since July 2013. From 2010, to 2013, Ms. Vinay held various roles at the Company, including Director of Finance and IT for the Distribution segment, Director of Investor and Financial Relations and Director of Investor Relations and Communications.

Added

(“Myers”), asserting patent infringement with regard to a single product manufactured by Elkhart Plastics LLC. Myers has conducted a preliminary assessment of the allegations and believes it has strong defenses. The Complaint was dismissed without prejudice on January 2, 2024.

Removed

Johnson, Vice President, Distribution Segment, was appointed to his position on March 15, 2021. Prior to joining the Company, he served as President of International Brake Industries and has held various sales, finance and leadership positions at General Motors, Federal-Mogul Corporation and NTN Corporation. He started his career as an engineer with Boeing Commercial Airplanes. 19 PART II

Added

Prior to joining the Company, he served as Chief Financial Officer of EFI (Electronics for Imaging), a privately-owned technology company. Prior to that, Mr.

Added

Fitz served as Chief Financial Officer of Valassis Communications, a privately-owned digital and print multi-media company, Corporate Vice President and Chief Financial Officer of Xerox Technology Business, where he also was responsible for Xerox Financial Services, and Senior Vice President and Chief Financial Officer for Nexteer Automotive. Prior to these roles, Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAnnual Return % (20.39 ) 13.84 29.33 (1.11 ) 14.04 Cum $ 100.00 79.61 90.63 117.21 115.91 132.18 S&P 500 Index - Total Return Annual Return % (4.38 ) 31.49 18.40 28.71 (18.11 ) Cum $ 100.00 95.62 125.72 148.85 191.58 156.88 Russell 2000 Index Annual Return % (11.01 ) 25.52 19.96 14.82 (20.44 ) Cum $ 100.00 88.99 111.70 134.00 153.85 122.41 S&P 600 Materials (Sector) Index Annual Return % (22.25 ) 20.57 22.68 18.41 (6.09 ) Cum $ 100.00 77.75 93.74 115.00 136.18 127.88 NOTE: Index Data: Copyright Standard and Poor’s, Inc.

Biggest changeAnnual Return % 13.84 29.33 (1.11 ) 14.04 (9.49 ) Cum $ 100.00 113.84 147.23 145.60 166.03 150.27 S&P 500 Index - Total Return Annual Return % 31.49 18.40 28.71 (18.11 ) 26.29 Cum $ 100.00 131.49 155.68 200.37 164.08 207.21 Russell 2000 Index Annual Return % 25.52 19.96 14.82 (20.44 ) 16.93 Cum $ 100.00 125.52 150.58 172.90 137.56 160.85 S&P 600 Materials (Sector) Index Annual Return % 20.57 22.68 18.41 (6.09 ) 19.98 Cum $ 100.00 120.57 147.92 175.15 164.49 197.35 NOTE: Index Data: Copyright Standard and Poor’s, Inc.

Dividends for the last two years were: Quarter Ended 2022 2021 March 31 $ 0.135 $ 0.135 June 30 0.135 0.135 September 30 0.135 0.135 December 31 0.135 0.135 Purchases of equity securities by the issuer The following table presents information regarding the Company’s stock repurchase plan during the three months ended December 31, 2022.

Dividends for the last two years were: Quarter Ended 2023 2022 March 31 $ 0.135 $ 0.135 June 30 0.135 0.135 September 30 0.135 0.135 December 31 0.135 0.135 Purchases of equity securities by the issuer The following table presents information regarding the Company’s stock repurchase plan during the three months ended December 31, 2023.

This authorization was in addition to the 2011 Board authorized repurchase of up to five million shares. The Company completed the repurchase of approximately 2.0 million shares in 2011 pursuant to Rule 10b5-1 plans, which were adopted pursuant to the 2011 authorized share repurchase.

This authorization was in addition to the 2011 Board authorized repurchase of up to 5.0 million shares. The Company completed the repurchase of approximately 2.0 million shares in 2011 pursuant to Rule 10b5-1 plans, which were adopted pursuant to the 2011 authorized share repurchase.

In all cases, the information is presented on a dividend-reinvested basis and assumes investment of $100 on December 31, 2017. 2017 2018 2019 2020 2021 2022 Myers Industries Inc.

In all cases, the information is presented on a dividend-reinvested basis and assumes investment of $100 on December 31, 2018. 2018 2019 2020 2021 2022 2023 Myers Industries Inc.

See Item 12 of this Form 10-K for the Equity Compensation Plan Information Table. 20 Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 December 31, 2022 The chart below compares the Company’s cumulative total shareholder return for the five years ended December 31, 2022, to that of the Standard & Poor’s 500 Index – Total Return, the Russell 2000 Index and the Standard & Poor's 600 Materials (Sector) Index.

See Item 12 of this Form 10-K for the Equity Compensation Plan Information Table. 21 Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 December 31, 2023 The chart below compares the Company’s cumulative total shareholder return for the five years ended December 31, 2023, to that of the Standard & Poor’s 500 Index – Total Return, the Russell 2000 Index and the Standard & Poor's 600 Materials (Sector) Index.

ITEM 5. Market for Registrant’s Common Stock and Related Sto ckholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded on the New York Stock Exchange under the symbol MYE. The number of shareholders of record at December 31, 2022 was 862.

Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs Maximum number of Shares that may yet be Purchased Under the Plans or Programs (1) 10/1/2022 to 10/31/2022 — $ — 5,547,665 2,452,335 11/1/2022 to 11/30/2022 — — 5,547,665 2,452,335 12/1/2022 to 12/31/2022 — — 5,547,665 2,452,335 (1) On July 11, 2013, the Board authorized the repurchase of up to an additional five million shares of the Company’s common stock.

Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs Maximum number of Shares that may yet be Purchased Under the Plans or Programs (1) 10/1/2023 to 10/31/2023 — $ — 5,547,665 2,452,335 11/1/2023 to 11/30/2023 — — 5,547,665 2,452,335 12/1/2023 to 12/31/2023 — — 5,547,665 2,452,335 (1) On July 11, 2013, the Board authorized the repurchase of up to 5.0 million shares of the Company’s common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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2023 filing

Biggest changeCost of Sales & Gross Profit: Year Ended December 31, (dollars in thousands) 2022 2021 Change % Change Cost of sales $ 616,181 $ 550,014 $ 66,167 12.0 % Gross profit $ 283,366 $ 211,421 $ 71,945 34.0 % Gross profit as a percentage of sales 31.5 % 27.8 % 22 Gross profit increased $71.9 million, or 34.0%, for the year ended December 31, 2022 compared to the prior year due to increased contribution from higher pricing and the acquisitions of Mohawk on May 31, 2022 and Trilogy on July 30, 2021 and $3.0 million of lower raw material costs, partly offset by lower volume/mix as described under Net Sales above, $5.9 million due to cost inflation and $0.8 million from the effect of unfavorable currency translation.

Biggest changeCost of Sales & Gross Profit: Year Ended December 31, (dollars in thousands) 2023 2022 Change % Change Cost of sales $ 553,981 $ 616,181 $ (62,200 ) (10.1 )% Gross profit $ 259,086 $ 283,366 $ (24,280 ) (8.6 )% Gross profit as a percentage of sales 31.9 % 31.5 % 23 Gross profit decreased $24.3 million, or 8.6%, for the year ended December 31, 2023 compared to the prior year due to lower volume/mix and lower pricing as described under Net Sales above and increased labor and productivity costs partially offset by lower material costs and the benefits of the acquisition of Mohawk on May 31, 2022.

Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, revenue growth rates, discount rates, customer attrition rates, royalty rates, asset lives, 25 contributory asset charges, and market multiples, among other items.

Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, revenue growth rates, discount rates, customer attrition rates, royalty rates, asset lives, contributory asset charges, and market multiples, among other items.

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 For a comparison of the Company’s results of operations for the fiscal years ended December 31, 2021 and December 31, 2020, see “Part II, Item 7.

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 For a comparison of the Company’s results of operations for the fiscal years ended December 31, 2022 and December 31, 2021, see “Part II, Item 7.

Management’s Discussion and Analysis of Results of Operations and Financial Condition” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 10, 2022.

Management’s Discussion and Analysis of Results of Operations and Financial Condition” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 3, 2023.

Investing Activities Net cash used by investing activities was $50.4 million for the year ended December 31, 2022 compared to cash used of $50.3 million for the year ended December 31, 2021. In 2022, the Company paid $27.6 million to acquire Mohawk as discussed in Note 3 to the consolidated financial statements.

Investing Activities Net cash used by investing activities was $22.8 million for the year ended December 31, 2023 compared to cash used of $50.4 million for the year ended December 31, 2022. In 2022, the Company paid $27.6 million to acquire Mohawk as discussed in Note 3 to the consolidated financial statements.

Borrowings under the Loan Agreement bear interest at the Term SOFR, RFR, EURIBOR and CDOR-based borrowing rates. At December 31, 2022, $38 million face value of Senior Unsecured Notes are outstanding. The series of notes range in face value from $11 million to $15 million, with interest rates ranging from 5.25% to 5.45%, payable semiannually.

Borrowings under the Loan Agreement bear interest at the Term SOFR, RFR, EURIBOR and CDOR-based borrowing rates. At December 31, 2023, $38 million face value of Senior Unsecured Notes were outstanding. The series of notes range in face value from $11.0 million to $15.0 million, with interest rates ranging from 5.25% to 5.45%, payable semiannually.

The Company’s results of operations for the year ended December 31, 2022 compared with the year ended December 31, 2021 are discussed below.

The Company’s results of operations for the year ended December 31, 2023 compared with the year ended December 31, 2022 are discussed below.

Fees paid for the amendment and extension of the Loan Agreement in September 2022 and March 2021 totaled $0.9 million and $1.1 million, respectively. Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $2.3 million and $3.8 million in 2022 and 2021, respectively.

Fees paid for the amendment and extension of the Loan Agreement in September 2022 totaled $0.9 million. Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $2.3 million and $2.3 million in 2023 and 2022, respectively.

Net sales in the Distribution Segment increased $54.5 million or 27.6% in the year ended December 31, 2022 compared to the prior year, primarily due to higher pricing of $17.1 million and due to $39.8 million of incremental sales from the acquisition of Mohawk on May 31, 2022 offset by lower volume/mix of $2.4 million.

Net sales in the Distribution Segment increased $5.9 million or 2.3% in the year ended December 31, 2023 compared to the prior year, primarily due to higher pricing of $8.2 million and $23.1 million of incremental sales from the acquisition of Mohawk on May 31, 2022. The increase in net sales was partially offset by lower volume/mix of $25.4 million.

Financial Condition & Liquidity and Capital Resources The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Loan Agreement (defined below).

Signature will be included in the Material Handling segment. 24 Financial Condition & Liquidity and Capital Resources The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Loan Agreement (defined below).

In March 2021, the Company entered into the Sixth Amendment, which amended the Fifth Amended and Restated Loan Agreement (collectively with the Sixth and Seventh Amendments, the “Loan Agreement”) dated March 2017.

There was no change to the credit facility's borrowing limit of $250 million. In March 2021, the Company entered into the Sixth Amendment, which amended the Fifth Amended and Restated Loan Agreement (collectively with the Sixth and Seventh Amendments, the “Loan Agreement”) dated March 2017.

The current economic environment includes heightened risks from inflation, interest rates, volatile commodity costs, supply chain disruptions and labor availability stemming from the broader economic effects of the international geopolitical climate, including the conflict between Russia and Ukraine, the Israel-Hamas war and the COVID-19 pandemic, which have also increased volatility in global commodity markets, including oil (a component of many plastic resins), energy and agricultural commodities.

Selling, General and Administrative Expenses: Year Ended December 31, (dollars in thousands) 2022 2021 Change % Change SG&A expenses $ 199,489 $ 163,502 $ 35,987 22.0 % SG&A expenses as a percentage of sales 22.2 % 21.5 % Selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2022 were $199.5 million, an increase of $36.0 million or 22.0% compared to the prior year.

Selling, General and Administrative Expenses: Year Ended December 31, (dollars in thousands) 2023 2022 Change % Change SG&A expenses $ 186,876 $ 199,489 $ (12,613 ) (6.3 )% SG&A expenses as a percentage of sales 23.0 % 22.2 % Selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2023 were $186.9 million, a decrease of $12.6 million or 6.3% compared to the prior year.

Environmental matters described in Note 9 to the consolidated financials resulted in a net $1.4 million expense in the year ended December 31, 2022, including the probable insurance recovery of previously recorded charges, which compared to $0.7 million of charges in the year ended December 31, 2021.

Environmental matters described in Note 9 to the consolidated financial statements resulted in a net $3.2 million expense in the year ended December 31, 2023, which compared to $1.4 million of charges in the year ended December 31, 2022.

As a result, gross profit margin increased to 31.5% for the year ended December 31, 2022 compared to 27.8% for the same period in 2021.

Gross margin expanded to 31.9% for the year ended December 31, 2023 compared to 31.5% for the same period in 2022.

Beginning in February 2021, the Company began to implement a series of pricing increases across a majority of its portfolio of products in response to rapidly rising raw material and other production costs. Net sales in the Material Handling Segment increased $83.6 million or 14.8% for the year ended December 31, 2022 compared to the prior year.

The Company continues to pursue further pricing initiatives, and beginning in February 2023, the Company began to implement a series of additional pricing increases across a majority of its portfolio of products within its Distribution segment. Net sales in the Material Handling Segment decreased $92.4 million or 14.3% for the year ended December 31, 2023 compared to the prior year.

Net Interest Expense: Year Ended December 31, (dollars in thousands) 2022 2021 Change % Change Net interest expense $ 5,731 $ 4,208 $ 1,523 36.2 % Average outstanding borrowings, net $ 112,318 $ 87,410 $ 24,908 28.5 % Weighted-average borrowing rate 4.87 % 4.56 % Net interest expense for the year ended December 31, 2022 was $5.7 million compared to $4.2 million during 2021.

Net Interest Expense: Year Ended December 31, (dollars in thousands) 2023 2022 Change % Change Net interest expense $ 6,349 $ 5,731 $ 618 10.8 % Average outstanding borrowings, net $ 90,500 $ 112,318 $ (21,818 ) (19.4 )% Weighted-average borrowing rate 6.86 % 4.87 % Net interest expense for the year ended December 31, 2023 was $6.3 million compared to $5.7 million during 2022.

Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the working capital demands and heightened uncertainty in the current macroeconomic environment.

At December 31, 2023, our primary contractual obligations relate to our debt and lease arrangements as described in Notes 10 and 13 to the consolidated financial statements. Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the working capital demands and heightened uncertainty in the current macroeconomic environment.

The Company also used cash to pay dividends of $19.8 million and $19.6 million in 2022 and 2021, respectively. Credit Sources On September 29, 2022, the Company entered into a Seventh Amended and Restated Loan Agreement (the “Seventh Amendment”), which amended the Sixth Amended and Restated Loan Agreement (the "Sixth Amendment"), dated March 12, 2021.

Credit Sources - as of December 31, 2023 On September 29, 2022, the Company entered into a Seventh Amended and Restated Loan Agreement (the “Seventh Amendment”), which amended the Sixth Amended and Restated Loan Agreement (the "Sixth Amendment"), dated March 12, 2021. The Seventh Amendment, among other things, extended the maturity date to September 2027 from March 2024.

Operating Activities Cash provided by operating activities was $72.6 million and $44.9 million for the years ended December 31, 2022 and 2021, respectively. The increase was primarily due to higher net income for the year ended December 31, 2022.

Operating Activities Cash provided by operating activities was $86.2 million and $72.6 million for the years ended December 31, 2023 and 2022, respectively. The increase was primarily due to lower working capital driven by decreases in trade accounts receivable and increases in accounts payable for the year ended December 31, 2023.

The Company also received in 2021 proceeds from the sale of a facility of $2.8 million as discussed in Note 6 to the consolidated financial statements. Capital expenditures were $24.3 million and $17.9 million for the years ended December 31, 2022 and 2021.

The Company also received in 2022 proceeds of $1.5 million from the sale of fixed assets. Capital expenditures were $22.9 million and $24.3 million for the years ended December 31, 2023 and 2022.

Results of Operations: 2022 Compared with 2021 Net Sales: (dollars in thousands) Year Ended December 31, Segment 2022 2021 Change % Change Material Handling $ 647,619 $ 564,068 $ 83,551 14.8 % Distribution 251,966 197,427 54,539 27.6 % Inter-company sales (38 ) (60 ) 22 Total net sales $ 899,547 $ 761,435 $ 138,112 18.1 % Net sales for the year ended December 31, 2022 were $899.5 million, an increase of $138.1 million or 18.1% compared to the prior year.

Results of Operations: 2023 Compared with 2022 Net Sales: (dollars in thousands) Year Ended December 31, Segment 2023 2022 Change % Change Material Handling $ 555,259 $ 647,619 $ (92,360 ) (14.3 )% Distribution 257,875 251,966 5,909 2.3 % Inter-company sales (67 ) (38 ) (29 ) Total net sales $ 813,067 $ 899,547 $ (86,480 ) (9.6 )% Net sales for the year ended December 31, 2023 were $813.1 million, a decrease of $86.5 million or 9.6% compared to the prior year.

The Sixth Amendment increased the 24 senior revolving credit facility’s borrowing limit to $250 million from $200 million, extended the maturity date to March 2024 from March 2022, and increased flexibility of the financial and other covenants and provisions.

The Sixth Amendment increased the senior revolving credit facility’s borrowing limit to $250 million from $200 million, extended the maturity date to March 2024 from March 2022, and increased flexibility of the financial and other covenants and provisions. 25 As of December 31, 2023, $224.3 million was available under the Loan Agreement, after borrowings and $5.7 million of letters of credit issued related to insurance and other financing contracts in the ordinary course of business.

SG&A expenses also increased $3.8 million due to higher variable selling expenses, $3.1 million due to higher facility costs and $1.8 million due to higher legal and professional fees.

Decreases in SG&A expenses in 2023 were primarily due to $11.4 million of lower incentive compensation, $3.8 million of lower variable selling expenses, $0.4 million of lower legal and professional fees and $3.3 million of lower facility costs.

At December 31, 2022, the Company had $23.1 million of cash, $188.3 million available under the Loan Agreement and outstanding debt with face value of $103.4 million, including the finance lease liability of $9.4 million. Our primary contractual obligations relate to our debt and lease arrangements as described in Notes 10 and 13 to the consolidated financial statements.

At December 31, 2023, the Company had $30.3 million of cash, $224.3 million available under the Loan Agreement and outstanding debt with face value of $67.2 million, including the finance lease liability of $9.2 million.

The decrease in the effective tax rate was primarily the result of the recognition of a previously unrecognized tax benefit and a reduction in state income taxes due to income being earned in lower taxed jurisdictions.

The increase in the effective tax rate was primarily the result of the recognition of a previously unrecognized tax benefit in the prior year.

Capital expenditures in 2022 included $1.4 million to purchase the manufacturing assets of a rotational molding facility in Decatur, Georgia. Financing Activities Net cash used by financing activities was $16.3 million for the year ended December 31, 2022 compared to cash used of $5.2 million for the year ended December 31, 2021.

Financing Activities Net cash used by financing activities was $56.5 million for the year ended December 31, 2023 compared to cash used of $16.3 million for the year ended December 31, 2022. Net borrowings (repayments) on the credit facility for the year ended December 31, 2023 and December 31, 2022 were $(36.0) million and $3.0 million, respectively.

The higher net interest expense was due to higher average outstanding borrowings in the current year, mainly related to the acquisition of Mohawk, and a higher weighted-average borrowing rate in the current year. 23 Income Taxes: Year Ended December 31, (dollars in thousands) 2022 2021 Income from continuing operations before income taxes $ 78,210 $ 45,093 Income tax expense $ 17,943 $ 11,555 Effective tax rate 22.9 % 25.6 % The effective tax rate was 22.9% for the year ended December 31, 2022 compared to 25.6% in the prior year.

Income Taxes: Year Ended December 31, (dollars in thousands) 2023 2022 Income before income taxes $ 66,056 $ 78,210 Income tax expense $ 17,189 $ 17,943 Effective tax rate 26.0 % 22.9 % The effective tax rate was 26.0% for the year ended December 31, 2023 compared to 22.9% in the prior year.

As described in Note 10, $26.0 million of the Senior Unsecured Notes mature on January 15, 2024 and $12.0 million mature on January 15, 2026. As of December 31, 2022, the Company was in compliance with all of its debt covenants.

As of December 31, 2023, the Company was in compliance with all of its debt covenants.

Increases in SG&A expenses in 2022 were primarily due to $10.7 million of incremental SG&A from the acquisitions of Mohawk on May 31, 2022 and Trilogy on July 30, 2021, $3.8 million of higher salaries and benefits and $12.1 million of higher incentive compensation and commissions.

The decrease to SG&A expenses was partially offset by $5.0 million of incremental SG&A from the acquisition of Mohawk on May 31, 2022 and $1.9 million of higher salaries and benefits.

Net sales increased due to higher pricing of $78.7 million and due to $24.0 million of incremental sales from the acquisition of Trilogy on July 30, 2021. Partially offsetting the increases to net sales was lower volume/mix of $17.3 million and the effect of unfavorable currency translation of $1.8 million.

Net sales decreased due to lower volume/mix of $74.5 million, lower pricing of $16.4 million and the effect of unfavorable currency translation of $1.5 million.

The ratios as of and for the period ended December 31, 2022 are shown in the following table: Required Level Actual Level Interest Coverage Ratio 3.00 to 1 (minimum) 20.34 Leverage Ratio 3.25 to 1 (maximum) 0.94 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 December 31, 2022.

The ratios as of and for the period ended December 31, 2023 are shown in the following table: Required Level Actual Level Interest Coverage Ratio 3.00 to 1 (minimum) 16.17 Leverage Ratio 3.25 to 1 (maximum) 0.70 Credit Sources - subsequent events 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.

Removed

Russia’s invasion of Ukraine in the first quarter of 2022 has increased volatility in global commodity markets, including oil (a component of many plastic resins), energy and agricultural commodities.

Added

Net sales decreased due to lower overall volume/mix of $99.9 million, following high volume of certain products focused on outdoor activities, which were especially strong due to a surge in COVID-19 induced consumer discretionary spending in the prior period. Net sales also decreased due to lower pricing of $8.2 million and the effect of unfavorable currency translation of $1.5 million.

Removed

While many of the public safety measures in response to the COVID-19 pandemic have been lifted or relaxed, it is possible that new or previously lifted measures could be implemented in the future.

Added

The decrease in net sales was partially offset by $23.1 million of incremental sales from the acquisition of Mohawk on May 31, 2022, included in the Distribution Segment. Mohawk's annual sales were approximately $65 million at the time of the acquisition.

Removed

Net sales increased due to higher pricing of $95.8 million. Net sales also increased due to $63.8 million of incremental sales from the acquisitions of Mohawk on May 31, 2022, included in the Distribution Segment, and Trilogy on July 30, 2021, included in the Material Handling Segment.

Added

SG&A expenses also increased as compared to prior year due to higher expenses incurred on restructuring actions of $2.5 million, described in Note 6 to the consolidated financial statements and higher expenses incurred on due diligence and consulting related to the Signature acquisition of $2.1 million, described in Note 15 to the consolidated financial statements.

Removed

Mohawk's annual sales were approximately $65 million and Trilogy’s annual sales were approximately $35 million at the times of their acquisitions. Partially offsetting the increases to net sales was lower overall volume/mix of $19.7 million and the effect of unfavorable currency translation of $1.8 million.

Added

Additionally, as described in Note 9 to the consolidated financial statements, the Company reached a settlement agreement with one of its insurers, for $10.0 million, which resulted in a $6.7 million net reduction to legal costs within SG&A for the year ended December 31, 2023.

Removed

Gain on Disposal of Fixed Assets: During the year ended December 31, 2022, gains on disposal of fixed assets totaled $0.7 million. During the year ended December 31, 2021, gains on disposal of fixed assets totaled $1.4 million, primarily related to the sale and leaseback of a facility as discussed in Note 6 to the consolidated financial statements.

Added

The higher net interest expense was due to a higher weighted-average borrowing rate in the current year, partly offset by lower average outstanding borrowings in the current year.

Removed

Other (Income) Expenses: During the year ended December 31, 2022, a $0.6 million pre-tax impairment loss was recorded to fully impair an investment in a Distribution segment joint venture that was formed in 2013 to distribute tools, supplies and equipment to the auto aftermarket in India. See further discussion in Note 1 to the consolidated financial statements.

Added

Acquisition of Signature Systems - Subsequent Event On February 8, 2024, the Company acquired Signature Systems as described in Note 15 to the consolidated financial statements for $350 million plus customary working capital and other adjustments in an all-cash transaction, funded through an amendment and restatement of Myers’ existing loan agreement discussed below.

Removed

During the year ended December 31, 2020, the company recognized an $11.9 million pre-tax gain related to the release from a lease guarantee from HC Companies, Inc. in conjunction with a 2015 sale of its Lawn and Garden business as discussed in Note 1 to the consolidated financial statements.

Added

Signature Systems is a manufacturer and distributor of composite matting ground protection for industrial applications, stadium turf protection and temporary event flooring. In 2023, Signature System’s revenue was approximately $110 million.

Removed

The Company also received in 2022 proceeds of $1.5 million from the sale of fixed assets. In 2021, the Company paid $34.5 million to acquire Trilogy and also settled a working capital adjustment of $1.2 million related to the November 10, 2020 acquisition of Elkhart Plastics as discussed in Note 3 to the consolidated financial statements.

Added

In January 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 8, 2024, as described below and in Note 15 to the consolidated financial statements, the Company acquired Signature Systems for $350 million plus customary working capital and other adjustments.

Removed

Net borrowings on the credit facility for the year ended December 31, 2022 and December 31, 2021 were $3.0 million and $53.0 million, respectively. In 2021, the Company repaid the $40.0 million Senior Unsecured Note that matured in January 2021 with a combination of cash and proceeds under the Loan Agreement (defined below).

Added

The Signature Systems acquisition was financed by amending and restating the Loan Agreement to include a 5-year $400 million term loan facility ("Term Loan A"). In connection with the amendment to the Loan Agreement, 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.

Removed

The Seventh Amendment, among other things, extended the maturity date to September 2027 from March 2024. There was no change to the credit facility's borrowing limit of $250 million.

Added

The $250 million borrowing limit under senior revolving credit facility of the Loan Agreement was unchanged. The amendment and restatement of the Loan Agreement is described further below.

Removed

As of December 31, 2022, $188.3 million was available under the Loan Agreement, after borrowings and $5.7 million of letters of credit issued related to insurance and other financing contracts in the ordinary course of business, including the $2 million provided to the EPA as discussed in Note 9 to the consolidated financial statements.

Added

Cash paid for tax withholdings on vesting of stock compensation totaled $2.1 million and $0.5 million in 2023 and 2022, respectively, which increased primarily due to improved vesting of long-term performance-based awards in the current year. The Company also used cash to pay dividends of $20.2 million and $19.8 million in 2023 and 2022, respectively.

Removed

Income Taxes — In the ordinary course of business there is inherent uncertainty in quantifying certain income tax positions. The Company evaluates uncertain tax positions for all years subject to examination based upon management’s evaluations of the facts, circumstances and information available at the reporting date.

Added

The $11.0 million note and $15.0 million note of these Senior Unsecured Notes matured and on January 12, 2024 the Company repaid these notes using cash on hand and borrowings under the Loan Agreement. The remaining $12.0 million of the Senior Unsecured Notes mature on January 15, 2026.

Removed

Income tax positions must meet a more-likely-than-not recognition threshold at the reporting date to be recognized. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Added

On February 6, 2024, in connection with the subsequent 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.

Added

After giving effect to the payment in full of all outstanding Senior Unsecured Notes under the Note Purchase Agreement, the Note Purchase Agreement has been terminated.

Added

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 10) dated September 29, 2022 (collectively, the “Amended Loan Agreement”).

Added

Amendment No. 1, among other things, permits the acquisition of Signature Systems and provides for a new 5-year $400 million term loan facility (“Term Loan A”). Term Loan A will amortize in quarterly installment payments in aggregate annual amounts equal to $20 million in years 1 and 2 and $40 million in years 3 through 5.

Added

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.

Added

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 approximately $9 million.

Added

The Amended Loan Agreement is on substantially the same terms as the Loan Agreement, except Amendment No. 1 has amended, among other items, (i) to permit the Signature Systems acquisition, (ii) to modify the maximum leverage ratio to not exceed (x) 4.00 to 1:00 on a “net” basis for an initial “net” leverage ratio holiday period for the immediate fiscal quarter end after the Signature Systems acquisition is consummated and for the three immediately following fiscal quarter ends thereafter and (y) 3.25 to 1.00 on a “net” basis after such “net” leverage ratio holiday period (subject to additional “net” leverage ratio holiday periods at the election of the Company for such periods that are more fully described in the Amended Loan Agreement), (iii) to modify certain negative covenants (including the restricted payment covenant) so that the applicable incurrence tests for such negative covenants is now based on the new “net” leverage ratio level, (iv) to increase the applicable margins for the loans under the Amended Loan Agreement to range between 1.775% to 2.35% for Term SOFR, RFR, SONIA, EURIBOR and CORRA based loans and between 0.775% and 1.35% for base rate loans, in each case based from time to time on the determination of the Company’s then net leverage ratio, (v) to replace the Canadian Dealer Offered Rate (CDOR) as the applicable reference rate with respect to loans denominated in Canadian Dollars to the Canadian Overnight Repo Rate Average (CORRA), and (vi) to amend the scope of collateral securing the obligations under the Amended Loan Agreement to be an “all asset” lien (subject to customary provisions of excluded collateral not subject to the liens). 26 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 December 31, 2023.

Added

Goodwill – The Company performs its goodwill impairment test annually as of October 1 and in the interim only when impairment indicators are present. The Company may elect to perform a qualitative assessment to determine if it is more-likely-than-not that the fair values of our reporting units were greater than their carrying amounts, indicating no impairment.

Added

This qualitative assessment requires significant judgment, including a review of our most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If a qualitative assessment cannot be used, then we perform a quantitative assessment.

Added

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.

Added

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.

Added

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.

Added

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.

Added

As described in Note 4 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, our most recent annual impairment testing as of October 1, 2023 consisted of a qualitative assessment for five of our six reporting units, with the exception being the Rotational Molding reporting unit for which a quantitative assessment was performed.

Added

None of the analyses indicated impairment. With respect to the quantitative analysis of the Rotational Molding reporting unit, the most sensitive assumptions were the long-term growth rate and the weighted average cost of capital used to discount its projected cash flows. Reasonable changes in these assumptions would not indicate impairment.

Added

We assessed a 100-basis point decrease in the assumed long-term growth rate and a 27 100-basis point increase in the weighted average cost of capital for the Company’s Rotational Molding reporting unit, and neither indicated impairment.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed6 unchanged

2022 filing

2023 filing

Biggest changeThe Company may from time to time enter into forward buy positions for certain utility costs, which were not material at December 31, 2022. Significant future increases in the cost of these commodities 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. 26

Biggest changeThe Company may from time to time enter into forward buy positions for certain utility costs, which were not material at December 31, 2023. Significant future increases in the cost of these commodities 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. 28

The Company’s foreign currency arrangements are typically three months or less and are settled before the end of a reporting period. At December 31, 2022, the Company had no foreign currency arrangements or contracts in place. Commodity Price Risk The Company uses certain commodities, primarily plastic resins and natural rubber, in its manufacturing processes.

The Company’s foreign currency arrangements are typically three months or less and are settled before the end of a reporting period. At December 31, 2023, the Company had no foreign currency arrangements or contracts in place. Commodity Price Risk The Company uses certain commodities, primarily plastic resins and natural rubber, in its manufacturing processes.

Based on current debt levels at December 31, 2022, if market interest rates increase one percent, the Company’s variable interest expense would increase approximately $0.6 million annually. Foreign Currency Exchange Risk Some of the Company’s subsidiaries operate in foreign countries and their financial results are subject to exchange rate movements.

Based on current debt levels at December 31, 2023, if market interest rates increase one percent, the Company’s variable interest expense would increase approximately $0.2 million annually. Foreign Currency Exchange Risk Some of the Company’s subsidiaries operate in foreign countries and their financial results are subject to exchange rate movements.

Top changes in MYERS INDUSTRIES INC's 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other MYE 10-K year-over-year comparisons