Myers Industries Inc 10-Q for FY2026 Q3
Myers Industries Inc (MYE)
About this 10-Q
Myers Industries Inc filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Myers Industries, Inc. reported nine-month operating income of 70,863, up 31.8%, while quarterly operating income was 14,839, down 11.2%; the nine-month discontinued-operations loss was $(19.9) million for the period ended September 30, 2026. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $171.34M
- up 8.1% from $158.47M a year earlier
- Net loss
- $865K
- compared with net income of $7.09M a year earlier
- Diluted EPS
- -$0.02
- compared with $0.19 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
OR
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of |
(IRS Employer Identification |
incorporation or organization) |
Number) |
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(Address of principal executive offices) |
(Zip code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol |
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Name of Exchange on Which Registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of the issuer’s common stock, without par value, as of October 23, 2026 was
TABLE OF CONTENTS
Part I — Financial Information
Item 1. Financial Statements
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share data)
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For the Quarter Ended September 30, |
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For the Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net sales |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general and administrative expenses |
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Depreciation and amortization |
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(Gain) loss on disposal of fixed assets |
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Operating income |
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Interest expense, net |
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Loss on debt extinguishment |
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Income from continuing operations before income taxes |
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Income tax expense (benefit) |
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Income from continuing operations |
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Income (loss) from discontinued operations, net of income tax |
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Net income (loss) |
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$ |
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$ |
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Income per common share from continuing operations: |
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Basic |
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Diluted |
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Income (loss) per common share from discontinued operations: |
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Basic |
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Diluted |
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Net income (loss) per common share: |
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Basic |
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Diluted |
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$ |
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$ |
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See notes to unaudited condensed consolidated financial statements.
1
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(Dollars in thousands)
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For the Quarter Ended September 30, |
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For the Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustment |
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Unrealized gain (loss) on interest rate swap contracts (1) |
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Realized (gain) loss on interest rate swap contracts reclassified to interest expense |
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Realized (gain) loss on pension liability reclassified to earnings (2) |
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Total other comprehensive income (loss) |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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(1)
(2)
See notes to unaudited condensed consolidated financial statements.
2
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Financial Position (Unaudited)
(Dollars in thousands)
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September 30, |
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December 31, |
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2026 |
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2025 |
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Assets |
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Current Assets |
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Cash |
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$ |
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$ |
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Trade accounts receivable, less allowances of $ |
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Other accounts receivable, net |
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Income tax receivable |
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Inventories, net |
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Prepaid expenses and other current assets |
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Assets held for sale - current |
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Total Current Assets |
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Property, plant, and equipment, net |
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Right of use asset - operating leases |
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Goodwill |
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Intangible assets, net |
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Other |
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Assets held for sale |
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Total Assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Current Liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued employee compensation |
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Accrued taxes payable, other than income taxes |
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Accrued interest |
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Other current liabilities |
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Operating lease liability - short-term |
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Finance lease liability - short-term |
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Long-term debt - current portion |
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Liabilities held for sale - current |
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Total Current Liabilities |
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Long-term debt |
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Operating lease liability - long-term |
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Finance lease liability - long-term |
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Other liabilities |
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Deferred income taxes |
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Liabilities held for sale |
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Total Liabilities |
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Shareholders’ Equity |
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Serial Preferred Shares (authorized |
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Common Shares, without par value (authorized |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained deficit |
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Total Shareholders’ Equity |
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Total Liabilities and Shareholders’ Equity |
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$ |
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$ |
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See notes to unaudited condensed consolidated financial statements.
3
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(Dollars in thousands, except per share data)
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Quarter Ended September 30, 2026 |
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Common Shares |
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Additional |
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Accumulated |
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Retained |
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Total |
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Balance at July 1, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income (loss) |
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( |
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Foreign currency translation |
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Interest rate swap, net of tax of $ |
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Shares issued under incentive plans, |
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Stock compensation expense |
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Declared dividends - $ |
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Balance at September 30, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Quarter Ended September 30, 2025 |
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Common Shares |
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Additional |
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Accumulated |
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Retained |
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Total |
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Balance at July 1, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income (loss) |
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Foreign currency translation |
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( |
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( |
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Interest rate swap, net of tax of $ |
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Shares issued under incentive plans, |
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Repurchase of common stock |
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Stock compensation expense |
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Declared dividends - $ |
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Balance at September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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See notes to unaudited condensed consolidated financial statements.
4
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(Dollars in thousands, except per share data)
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Nine Months Ended September 30, 2026 |
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Common Shares |
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Additional |
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Accumulated |
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Retained |
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Total |
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Balance at January 1, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) |
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Foreign currency translation |
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( |
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Interest rate swap, net of tax of $ |
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Shares issued under incentive plans, |
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Stock compensation expense |
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Declared dividends - $ |
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( |
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Balance at September 30, 2026 |
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$ |
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$ |
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Nine Months Ended September 30, 2025 |
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Common Shares |
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Additional |
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Accumulated |
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Retained |
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Total |
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Balance at January 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) |
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Foreign currency translation |
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Interest rate swap, net of tax of ($ |
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( |
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Shares issued under incentive plans, |
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Repurchase of common stock |
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( |
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Stock compensation expense |
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Declared dividends - $ |
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Pension liability, net of tax of ($ |
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Balance at September 30, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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See notes to unaudited condensed consolidated financial statements.
5
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
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For the Nine Months Ended September 30, |
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2026 |
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2025 |
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Cash Flows From Operating Activities |
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Net income |
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$ |
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$ |
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Income (loss) from discontinued operations, net of income taxes |
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Income from continuing operations |
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Adjustments to reconcile income from continuing operations to net cash provided by (used for) operating activities |
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Depreciation and amortization |
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Loss on debt extinguishment |
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Amortization of deferred financing costs |
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Non-cash stock-based compensation expense |
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(Gain) loss on disposal of fixed assets |
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Other |
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Cash flows provided by (used for) working capital |
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Accounts receivable - trade and other, net |
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( |
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( |
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Inventories |
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( |
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( |
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Prepaid expenses and other current assets |
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( |
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Accounts payable and accrued expenses |
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Net cash provided by (used for) operating activities - continuing operations |
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Net cash provided by (used for) operating activities - discontinued operations, net |
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Net cash provided by (used for) operating activities |
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Cash Flows From Investing Activities |
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Capital expenditures |
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( |
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Proceeds from sale of business |
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Proceeds from sale of property, plant and equipment |
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Net cash provided by (used for) investing activities - continuing operations |
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( |
) |
|
Net cash provided by (used for) investing activities - discontinued operations, net |
|
|
( |
) |
|
|
|
|
Net cash provided by (used for) investing activities |
|
|
|
|
|
( |
) |
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
||
Net borrowings (repayments) on Revolving Credit Facility |
|
|
|
|
|
|
||
Repayments of Term Loan A |
|
|
( |
) |
|
|
( |
) |
Proceeds from Term Loan |
|
|
|
|
|
|
||
Payments on finance lease |
|
|
( |
) |
|
|
( |
) |
Cash dividends paid |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of common stock |
|
|
|
|
|
|
||
Shares withheld for employee taxes on equity awards |
|
|
( |
) |
|
|
( |
) |
Repurchase of common stock |
|
|
|
|
|
( |
) |
|
Deferred financing fees |
|
|
( |
) |
|
|
|
|
Net cash provided by (used for) financing activities - continuing operations |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used for) financing activities - discontinued operations, net |
|
|
|
|
|
|
||
Net cash provided by (used for) financing activities |
|
|
( |
) |
|
|
( |
) |
Foreign exchange rate effect on cash |
|
|
|
|
|
( |
) |
|
Net increase (decrease) in cash - continuing operations |
|
|
|
|
|
|
||
Cash at January 1 (1) |
|
|
|
|
|
|
||
Cash at September 30 (1) |
|
$ |
|
|
$ |
|
||
(1)
See notes to unaudited condensed consolidated financial statements.
6
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except where otherwise indicated)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (collectively, the “Company”), and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2025.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2026, and the results of operations and cash flows for the periods presented. The results of operations for the quarter and nine months ended September 30, 2026 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2026.
Segment Realignment and Discontinued Operations
During the first quarter of 2026, and in conjunction with the announced sale of Myers Tire Supply, the Company transitioned to a new internal organizational and reporting structure, consistent with the manner in which the Company’s Chief Operating Decision Maker ("CODM") evaluates performance and makes resource allocation decisions, supporting a single reportable segment. The Company's CODM is the Chief Executive Officer. The reportable segment does not include operating segments that have been aggregated. The reportable segment contains individual business components that have been combined on the basis of common management, customers, products, production processes and other economic characteristics. This change in structure has resulted in a more agile organization and solidified achievement of recent productivity improvements and cost efficiency initiatives. In conjunction with the change the Company has begun reporting on this new single-segment structure effective March 31, 2026.
Historical information also reflects discontinued operations presentation for the Myers Tire Supply business, which met the held for sale criteria as described in Note 3. Accordingly, the accompanying Financial Statements and Supplementary Data have been retrospectively revised to reflect the classification of the Myers Tire Supply business as assets and liabilities held-for-sale and their operating results, net of tax, as discontinued operations.
Change in Accounting Principle
As of January 1, 2026, the Company changed its method of accounting for the classification of shipping and handling costs. Under the new method of accounting, the Company includes shipping and handling costs in Cost of sales, whereas previously, these costs were included in operating costs and expenses within Selling, general and administrative for internal costs and Freight out for external costs.
The Company believes that including these expenses in Cost of sales is preferable, as it better aligns these costs with the related revenue in the gross profit calculation and is consistent with the practices of other industry peers. This change in accounting principle has been applied retrospectively, and the Condensed Consolidated Statements of Operations (Unaudited) reflect the effect of this accounting principle change for all periods presented. This reclassification had no impact on operating income, net income or earnings per common share. The Condensed Consolidated Statements of Financial Position (Unaudited), Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited), Condensed Consolidated Statements of Shareholders' Equity (Unaudited), and Condensed Consolidated Statements of Cash Flows (Unaudited) were not impacted by this accounting principle change.
The Condensed Consolidated Statements of Operations (Unaudited) were impacted as follows:
|
For the Quarter Ended |
|
|
For the Year Ended |
|
|||||||||||
Impact of change - Increase / (Decrease) |
March 31, 2025 |
|
June 30, |
|
September 30, 2025 |
|
|
December 31, 2025 |
|
December 31, 2024 |
|
|||||
Cost of sales |
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|||||
Gross profit |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
( |
) |
|
( |
) |
Selling, general and administrative |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
( |
) |
|
( |
) |
Freight out |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
( |
) |
|
( |
) |
7
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU is intended to improve the disclosures about an entity's expenses and requires disaggregation of certain expense captions into specified categories to provide more detailed information about the types of expenses commonly presented. For the Company, this ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments within this ASU should be applied prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.
Fair Value Measurement
The Company follows guidance included in ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities, as required. Under ASC 820, the hierarchy that prioritizes the inputs to valuation techniques used to measure fair value is divided into three levels:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs that are observable either directly or indirectly.
Level 3: Unobservable inputs for which there is little or no market data or which reflect the entity’s own assumptions.
The Company has financial instruments, including cash, accounts receivable, accounts payable and accrued expenses. The fair value of these financial instruments approximates carrying value due to the nature and relative short maturity of these assets and liabilities.
The fair value of the Company’s Revolving Credit Facility, as defined in Note 11, approximates carrying value due to the floating rates and the relative short maturity (less than 90 days) of any revolving borrowings under this agreement. The carrying value of the unhedged portion of the Company’s term loan, as defined in Note 11, approximates fair value given that the underlying interest rate applied to such amounts outstanding is currently based upon floating market rates and the Company has the ability to repay the outstanding principal at par value at any time under the terms of this agreement.
The Company has also entered into an interest rate swap contract to reduce its exposure to fluctuations in variable interest rates for future interest payments, as defined in Note 11. The Company uses significant other observable market data or assumptions (Level 2 inputs) in determining the fair value of its interest rate swap that market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk. The fair value estimates reflect an income approach based on the terms of the interest rate swap contract and inputs corroborated by observable market data including interest rate curves. Refer to the derivative instruments section below for further information regarding the fair value measurements for the interest rate swap.
Derivative Instruments
On May 2, 2024, the Company entered into an interest rate swap agreement to limit its exposure to changes in interest rates on a portion of its floating rate indebtedness. The interest rate swap agreement is designated as a cash flow hedge that qualifies for hedge accounting. The swap has a beginning notional value of $
8
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
and the reset dates and all other critical terms on the term loans perfectly match with the interest rate swap and accordingly there were no amounts excluded from the measurement of hedge effectiveness.
At September 30, 2026, the remaining notional value of the Company's interest rate swap totaled $
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) are as follows:
|
|
Foreign |
|
|
Interest Rate Swap (1) |
|
|
Defined Benefit |
|
|
Total |
|
||||
Balance at July 1, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reclassification to (earnings) loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current-period other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at September 30, 2026 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
(1) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $
|
|
Foreign |
|
|
Interest Rate Swap (2) |
|
|
Defined Benefit |
|
|
Total |
|
||||
Balance at July 1, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Reclassification to (earnings) loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current-period other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance at September 30, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
(2) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $
|
|
Foreign |
|
|
Interest Rate Swap (3) |
|
|
Defined Benefit |
|
|
Total |
|
||||
Balance at January 1, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Reclassification to (earnings) loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current-period other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Balance at September 30, 2026 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
(3) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $
|
|
Foreign |
|
|
Interest Rate Swap (4) |
|
|
Defined Benefit |
|
|
Total |
|
||||
Balance at January 1, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Reclassification to (earnings) loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current-period other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Balance at September 30, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
9
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
(4) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(
(5) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $(
Allowance for Credit Losses
Management has established certain requirements that customers must meet before credit is extended. The financial condition of customers is continually monitored and collateral is usually not required. The Company evaluates the collectability of accounts receivable based on a combination of factors. The Company reviews historical trends for credit loss as well as current economic conditions in determining an estimate for its allowance for credit losses. Additionally, in circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific allowance for credit losses is recorded against amounts due to reduce the net recognized receivable to the amount the Company reasonably expects will be collected.
The changes in the allowance for credit losses included within Trade accounts receivable for the nine months ended September 30, 2026 and 2025 were as follows:
|
|
2026 |
|
|
2025 |
|
||
Balance at January 1 |
|
$ |
|
|
$ |
|
||
Provision for expected credit loss, net of recoveries |
|
|
|
|
|
|
||
Write-offs and other |
|
|
( |
) |
|
|
( |
) |
Balance at September 30 |
|
$ |
|
|
$ |
|
||
2. Revenue Recognition
The Company’s revenue by major market is as follows:
|
|
For the Quarter Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Infrastructure |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vehicle |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food and beverage |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total sales from foreign business units were approximately $
Revenue is recognized when obligations under the terms of a contract with customers are satisfied which generally occurs with the transfer of control of the Company's products. This transfer of control may occur at either the time of shipment from a Company facility, or at the time of delivery to a designated customer location. Obligations under contracts with customers are typically fulfilled within 90 days of receiving a purchase order from a customer, and generally no other future obligations are required to be performed. The Company generally does not enter into any long-term contracts with customers greater than one year. Based on the nature of the Company’s products and customer contracts, no deferred revenue has been recorded, with the exception of cash advances or deposits received from customers prior to transfer of control of the product. These advances are typically fulfilled within the 90-day time frame mentioned above.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring the products. Certain contracts with customers include variable consideration, such as rebates or discounts. The Company recognizes estimates of this variable consideration each period, primarily based on the most likely level of consideration to be paid to the customer under the specific terms of the underlying programs. While the Company’s contracts with customers do not generally include explicit rights to return product, the Company will in practice allow returns in the normal course of business and as part of the customer relationship. Expected returns allowances are recognized each period based on an analysis of historical experience, and when physical recovery of the product from returns occurs, an estimated right to return asset is also recorded based on the approximate cost of the product.
10
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
Amounts included in the Condensed Consolidated Statements of Financial Position (Unaudited) related to revenue recognition include:
|
|
September 30, |
|
|
December 31, |
|
|
Statement of Financial |
||
|
|
2026 |
|
|
2025 |
|
|
Classification |
||
Returns, discounts and other allowances |
|
$ |
( |
) |
|
$ |
( |
) |
|
Trade accounts receivable |
Right of return asset |
|
$ |
|
|
$ |
|
|
Inventories, net |
||
Customer deposits |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other current liabilities |
Accrued rebates |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other current liabilities |
Sales, value added, and other taxes collected with revenue from customers are excluded from net sales. The cost for shipments to customers is recognized when control over products has transferred to the customer. Third party costs for shipments to customers are classified as Cost of sales. The Company incurred costs for shipments to customers of $
3. Discontinued Operations
In mid-2025, the Company announced it was performing a strategic review of its Myers Tire Supply business. Beginning with the first quarter of 2026, the Myers Tire Supply business qualified as discontinued operations based on formal approvals by the Company's Board of Directors related to the divestiture process that resulted from the strategic review. The divestiture of Myers Tire Supply enables the Company to continue its progress on improving profitability of its overall portfolio, while also streamlining and focusing its resources on core manufacturing businesses that align with the Company's overall mission of Products that Protect™. The divestiture of the Myers Tire Supply business represents a strategic shift to exit the distribution industry and automotive aftermarket, which will have a major effect on the Company's operations and financial results. The Myers Tire Supply business includes its North American domestic and Central American businesses, each of which serve their respective markets with the distribution of equipment, tools and supplies used for the tire servicing and automotive industry.
On August 31, 2026, the Company completed the disposition of Myers Tire Supply, LLC and its subsidiaries, which collectively includes all of the Company's North American domestic tire supply businesses of Myers Tire Supply, for total cash consideration of $
Beginning with the first quarter of 2026, the Myers Tire Supply business met the held for sale criteria. The entire Myers Tire Supply business, formerly part of the Company's Distribution segment, has been accounted for as held for sale and as discontinued operations. Accordingly, the Company has classified these assets and liabilities as held for sale in the Condensed Consolidated Statements of Financial Position (Unaudited) and the Myers Tire Supply operating results, net of tax, as discontinued operations in the Condensed Consolidated Statements of Operations (Unaudited) for all periods presented. The sale of the remaining Myers Tire Supply Central American business is expected to be completed within the next twelve months and as a result all assets and liabilities during the period are reported as current.
In the first quarter of 2026, in conjunction with bids received during this divestiture process (Level 3 inputs), impairment charges of $
11
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
The following table summarizes the operating results of the Myers Tire Supply business included in discontinued operations on the Condensed Consolidated Statements of Operations (Unaudited):
|
|
For the Quarter Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Gain) loss on disposal of fixed assets |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Impairment charges |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) from discontinued operations |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Loss on the disposal of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from discontinued operations before income tax |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Income tax expense (benefit) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Income (loss) from discontinued operations, net of income tax |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
The following table provides the major classes of assets and liabilities of the Myers Tire Supply business included in assets held for sale and liabilities held for sale in the Condensed Consolidated Statements of Financial Position (Unaudited):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Cash |
|
$ |
|
|
$ |
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Inventories, net |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less: Loss recognized on classification as held for sale |
|
|
( |
) |
|
|
|
|
Total assets held for sale |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued expenses and other current liabilities |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Total liabilities held for sale |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Assets held for sale: |
|
|
|
|
|
|
||
Current |
|
$ |
|
|
$ |
|
||
Non-current |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Liabilities held for sale: |
|
|
|
|
|
|
||
Current |
|
$ |
|
|
$ |
|
||
Non-current |
|
|
|
|
|
|
||
12
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
4. Restructuring
On March 6, 2025, the Company announced the launch of a 'Focused Transformation' initiative with an initial target to implement $
On July 31, 2025, the Company announced as part of its Focused Transformation initiatives, a plan to idle two of its rotational molding production facilities and to consolidate that production into other facilities. On August 31, 2026, the Company idled an additional facility to further consolidate production into its other facilities. In conjunction with this initiative the Company incurred $
Charges from other restructuring initiatives to reduce and streamline overhead costs during the quarter and nine months ended September 30, 2026 totaled $
5. Inventories
Inventories are valued at the lower of cost or market for last-in, first-out (“LIFO”) inventory and lower of cost or net realizable value for first-in, first-out (“FIFO”) inventory. Approximately
Inventories consisted of the following:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Finished and in-process products |
|
$ |
|
|
$ |
|
||
Raw materials and supplies |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
13
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
6. Other Liabilities
The balance in Other current liabilities is comprised of the following:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Customer deposits and accrued rebates |
|
$ |
|
|
$ |
|
||
Dividends payable |
|
|
|
|
|
|
||
Accrued litigation, claims and professional fees |
|
|
|
|
|
|
||
Current portion of environmental |
|
|
|
|
|
|
||
Hedge contract liability |
|
|
|
|
|
|
||
Other accrued expenses |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The balance in Other liabilities (long-term) is comprised of the following:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Environmental reserves |
|
$ |
|
|
$ |
|
||
Supplemental executive retirement plan liability |
|
|
|
|
|
|
||
Hedge contract liability |
|
|
|
|
|
|
||
Other long-term liabilities |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
7. Goodwill and Intangible Assets
In the first quarter of 2026, in conjunction with the announced sale of Myers Tire Supply, the Company realigned its organizational structure into a single-segment, as more fully described in Note 1. As a result of this change the Company reallocated goodwill within its Distribution reporting unit using a relative fair value approach for which it determined the remaining goodwill of the Distribution reporting unit pertained to businesses classified as held for sale, as more fully described in Note 3, and no additional goodwill was reallocated to the remaining reporting units within continuing operations.
The change in goodwill for the nine months ended September 30, 2026 was as follows:
January 1, 2026 |
|
$ |
|
|
Foreign currency translation |
|
|
( |
) |
September 30, 2026 |
|
$ |
|
Intangible amortization expense was $
14
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
8. Stockholders' Equity
Net Income (loss) Per Common Share
Net income (loss) per common share, as shown on the Condensed Consolidated Statements of Operations (Unaudited), is determined on the basis of the weighted average number of common shares outstanding during the periods as follows:
|
|
For the Quarter Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Weighted average common shares outstanding basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of stock options and restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The dilutive effect of stock options and restricted stock was computed using the treasury stock method. The Company also applied the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive. The control number used is income from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.
There were
9. Stock Compensation
The Company’s 2024 Long-Term Incentive Plan (the “2024 Plan”) was adopted by the Board of Directors on February 29, 2024, and approved by shareholders in the annual shareholder meeting on April 25, 2024. The 2024 Plan authorizes the Compensation Committee to issue up to
Stock compensation expense was approximately $
10. Contingencies
The Company is a defendant in various lawsuits and a party to various other legal proceedings arising in the ordinary course of business, some of which are covered in whole or in part by insurance. When a loss arising from these matters is probable and can reasonably be estimated, the most likely amount of the estimated probable loss is recorded, or if a range of probable loss can be estimated and no amount within the range is a better estimate than any other amount, the minimum amount in the range is recorded. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary.
Based on current available information, management believes that the ultimate outcome of these matters, including those described below, will not have a material adverse effect on our financial position, cash flows or overall trends in our results of operations. However, these matters are subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or in future periods.
15
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
New Idria Mercury Mine
In September 2015, the U.S. Environmental Protection Agency (“EPA”) informed a subsidiary of the Company, Buckhorn, Inc. (“Buckhorn”) via a notice letter and related documents (the “Notice Letter”) that it considers Buckhorn to be a potentially responsible party (“PRP”) in connection with the New Idria Mercury Mine site (“New Idria Mine”). New Idria Mining & Chemical Company (“NIMCC”), which owned and/or operated the New Idria Mine through 1976, was merged into Buckhorn Metal Products Inc. in 1981, which was subsequently acquired by Myers Industries, Inc. in 1987. As a result of the EPA Notice Letter, Buckhorn and the Company entered into an Administrative Order of Consent (“AOC”) with the EPA for the Remedial Investigation/Feasibility Study (“RI/FS”) to determine the extent of remediation necessary and the screening of alternatives. The AOC and related Statement of Work (“SOW”) were effective as of November 27, 2018, the date that it was executed by the EPA. The AOC requires a $
All reasonably estimable costs related to the environmental remediation are accrued. These costs are comprised primarily of estimates to perform the RI/FS, identification of possible other PRPs, EPA oversight fees, past cost claims made by the EPA, periodic monitoring, and responses to demands issued by the EPA under the AOC. It is possible that adjustments to the aforementioned reserves will be necessary as new information is obtained, including after finalization and EPA approval of the work plan for the RI/FS. Estimates of Buckhorn’s liability are based on current facts, laws, regulations and technology. Estimates of Buckhorn’s environmental liabilities are further subject to uncertainties regarding the nature and extent of site contamination, the range of remediation alternatives available, evolving remediation standards, imprecise engineering evaluation and cost estimates, the extent of remedial actions that may be required, the extent of oversight by the EPA and the number and financial condition of other PRPs that may be named, as well as the extent of their responsibility for the remediation. Beginning in late 2021 and continuing through the current period, Buckhorn and the EPA continue to actively discuss the scope of the activities in the work plan for the RI/FS, resulting in changes to the estimated costs to perform the RI/FS work plan from time to time. Cost estimates will continue to be refined as the work plans for the RI/FS and the ultimate remediation are finalized and as the activities are performed over a period expected to last several years.
In 2022, Buckhorn reached an agreement with respect to certain insurance coverage related to defense costs, which is expected to apply to a substantial portion of the estimated RI/FS costs. Recovery of accrued costs are recorded as a receivable to the extent such recovery is determined to be probable under this agreement. Estimates of cost recoveries will continue to be refined as the RI/FS work plan is finalized and the activities are performed over a period expected to last several years. Buckhorn may also have opportunity for cost recovery under other insurance policies.
Since October 2011, when the New Idria Mine was added to the Superfund National Priorities List by the EPA, Buckhorn has recognized $
|
|
For the Quarter Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Beginning reserve balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Changes in estimated environmental liability |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Payments made |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending reserve balance (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning receivable balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Changes in estimated insurance recovery |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance recovery reimbursements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending receivable balance (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
16
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
(1) As of September 30, 2026, Buckhorn has a total ending reserve balance of $
(2) As of September 30, 2026, Buckhorn has a total receivable balance related to the probable insurance recovery of $
Given the circumstances referred to above, including the fact that the final remediation strategy has not yet been determined, Buckhorn has not accrued for remediation costs in connection with this site as it is unable to estimate the range of a reasonably possible liability for remediation costs.
New Almaden Mine
A number of parties, including the Company and its subsidiary, Buckhorn (as successor to NIMCC), were alleged by trustee agencies of the United States and the State of California to be responsible for natural resource damages due to environmental contamination of areas comprising the historical New Almaden mercury mines located in the Guadalupe River Watershed region in Santa Clara County, California (“County”). In 2005, Buckhorn and the Company, without admitting liability or chain of ownership of NIMCC, resolved the trustees’ claim against them through a consent decree that required them to contribute financially to the implementation by the County of an environmentally beneficial project within the impacted area. Buckhorn and the Company negotiated an agreement with the County ("Cost Sharing Agreement"), whereby Buckhorn and the Company agreed to reimburse one-half of the County’s costs of implementing the project. A detailed estimate was received from the County in 2016, and estimated costs for implementing the project to range between $
It is possible that adjustments to the aforementioned reserves will be necessary to reflect new information. In addition, the Company may have claims against and defenses to claims by the County under the 2005 agreement that could reduce or offset its obligation for reimbursement of some of these potential additional costs. With the assistance of environmental consultants, the Company will closely monitor this matter and will continue to assess its reserves as additional information becomes available.
Other Matters
On March 18, 2025, a lawsuit was filed by Ryan Colvin, individually and on behalf of his minor son, C.C., and Chelsea Conkel, individually, in the United States District Court for the District of Arizona, against Scepter Manufacturing, LLC. The Complaint seeks damages and court costs for harm caused to Plaintiff’s minor son and both parents allegedly arising from the use of a 5-gallon portable fuel container manufactured by Scepter Manufacturing, LLC, and alleges amounts in controversy in excess of $
17
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
On July 9, 2024, Spartan Composites, LLC (“Spartan”) d\b\a FODS (“FODS”) and Spartan Mats, LLC (“Spartan Mat”) (collectively, “Plaintiffs”) filed suit against Signature Systems Group, LLC, a wholly-owned subsidiary of the Company (“Signature”) in the United States District Court for the Eastern District of Texas, asserting certain claims relating to Signature’s manufacture and sale of its DiamondTrack mat, including misappropriation of FODS’ trade secrets under federal and state law, breach of a prior settlement agreement between Signature, FODS and Spartan Mat, and tortious interference with FODS’ prospective business relationships. Signature was acquired by the Company on February 8, 2024, and in connection with the acquisition, the Company obtained insurance policies providing coverage against the inaccuracy or breach of certain of the sellers’ representations and warranties set forth in the acquisition agreement (“RWI Policies”). On November 20, 2025, a jury found in favor of Plaintiffs on misappropriation of trade secrets and breach of contract, and awarded damages of up to $
11. Long-Term Debt and Loan Agreements
Long-term debt consisted of the following:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Revolving Credit Facility |
|
$ |
|
|
$ |
|
||
Term Loan - Amendment No. 2 |
|
|
|
|
|
|
||
Term Loan A |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less unamortized deferred financing costs |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less current portion long-term debt |
|
|
|
|
|
|
||
Long-term debt |
|
$ |
|
|
$ |
|
||
18
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
Amendment No. 2 also provided for a revolving credit facility in an aggregate committed principal amount of $
As of September 30, 2026, the Company had $
The weighted average interest rate on borrowings under the Company’s long-term debt was
As of September 30, 2026, the Company was in compliance with all of its debt covenants associated with its Amended Loan Agreement. The most restrictive financial covenants for all of the Company’s debt are a net leverage ratio (defined as net debt divided by earnings before interest, taxes, depreciation and amortization, as adjusted) and an interest coverage ratio (defined as earnings before interest, taxes, depreciation and amortization, as adjusted, divided by interest expense). The financial covenants under the Amended Loan Agreement are calculated in accordance with definitions set forth in the agreement and are used solely for purposes of assessing compliance with such covenants. These measures should not be considered measures of operating performance or liquidity under GAAP.
On May 2, 2024, the Company entered into an interest rate swap agreement to mitigate the variable interest rate risk of borrowings under the Amended Loan Agreement. The swap has a beginning notional value of $
19
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(Dollars in thousands, except where otherwise indicated)
12. Income Taxes
The Company’s effective tax rate was
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q and the information incorporated by reference contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including information regarding the Company’s financial outlook, future plans, objectives, business prospects and anticipated financial performance. Forward-looking statements can be identified by words such as “will,” “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” or variations of these words, or similar expressions. These forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, these statements inherently involve a wide range of uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. The Company’s actual actions, results, and financial condition may differ materially from what is expressed or implied by the forward-looking statements.
Specific factors that could cause such a difference on our business, financial position, results of operations and/or liquidity include, without limitation, significant increases in the cost of raw materials or disruption in the availability of raw materials; operating in a very competitive business environment; changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences; physical and other risks that could disrupt production; risks associated with our ability to develop and market new products; risks associated with protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others; price volatility with our common stock; risks associated with our strategic growth initiatives or the failure to achieve the anticipated benefits of such initiatives; unanticipated downturn in business or inflationary conditions in the U.S. economy or global markets; risks associated with doing business in foreign countries; inability of the Company to maintain access to credit financing; risks associated with equity ownership concentration; claims, litigation and regulatory actions against the Company; changes in laws (including privacy laws), regulations and standards affecting the Company; current and future environmental and other governmental laws and requirements affecting the Company; unforeseen events, including natural disasters, unusual or severe weather events and patterns, public health crises, geopolitical crises, and other catastrophic events; instability in geographies impacted by political events, trade disputes, war, terrorism and other business interruptions; and other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including without limitation, the risk factors disclosed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Given these factors, as well as other variables that may affect our operating results, readers should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance, nor use historical trends to anticipate results or trends in future periods. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company expressly disclaims any obligation or intention to provide updates to the forward-looking statements and the estimates and assumptions associated with them.
Executive Overview
During the first quarter of 2026, in conjunction with the announced sale of Myers Tire Supply, as described in Note 3, the Company transitioned to a new internal organizational and reporting structure. This change in structure has resulted in a more agile organization and solidified achievement of recent productivity improvements and cost efficiency initiatives. In conjunction with the change the Company has begun reporting on a new single-segment structure effective March 31, 2026, as described in Note 1.
The Company designs, manufactures, and markets a variety of plastic, metal and rubber products, including a broad selection of durable plastic reusable products that are manufactured for repeated use during the course of their service life. At the end of their service life, these highly sustainable products can be recovered, recycled, and reprocessed into new products. The Company's products include a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products, OEM parts, custom plastic products, composite ground protection matting, tire repair and retreading products, consumer fuel containers and tanks for water, fuel and waste handling. Products are primarily injection molded, rotationally molded, compression molded or blow molded. Injection, compression 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 Company also manufactures and sells certain traffic markings, including reflective highway marking tape. The Company conducts its primary operations in the United States, Canada and Europe and serves a wide variety of markets, including industrial manufacturing, food processing, retail/wholesale products distribution, agriculture, recreational vehicles, marine vehicles, healthcare, appliance, bakery, electronics, textiles, construction, infrastructure and consumer, among others. Products are sold both directly to end-users and through distributors.
21
The Company’s results of operations for the quarter and nine months ended September 30, 2026 are discussed below. The current economic environment includes heightened risks from tariffs, inflation, interest rates, banking liquidity, volatile commodity costs, supply chain disruptions and labor availability stemming from the broader economic effects of the international geopolitical climate, including rapidly changing regulations which has increased volatility in global commodity markets, including oil (a component of many plastic resins), energy and agricultural commodities. Some of our businesses have been and may continue to be affected by these broader economic effects, including customer demand for our products, supply chain disruptions, labor availability, tariffs and inflation. The Company believes it is well-positioned to manage through this uncertainty as it has a strong balance sheet with sufficient liquidity and borrowing capacity as well as a diverse product offering and customer base.
As described in Note 3, the Myers Tire Supply business is classified as discontinued operations and all historical information has been adjusted to reflect the discontinued operations presentation.
Results of Operations:
The following discussion is of our consolidated results of operations. As described in Note 1, effective January 1, 2026, the Company changed its method of accounting for the classification of shipping and handling costs. Under the new method of accounting, the Company includes shipping and handling costs in Cost of sales, whereas previously, these costs were included in operating costs and expenses within Selling, general and administrative for internal costs and Freight out for external costs. This change has been applied retrospectively to all periods presented in the tables below.
Comparison of the Quarter Ended September 30, 2026 to the Quarter Ended September 30, 2025
|
|
For the Quarter Ended September 30, |
|
|
|
|
|
|
|
|||||||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
Net sales |
|
$ |
171,340 |
|
|
$ |
158,474 |
|
|
$ |
12,866 |
|
|
|
8.1 |
% |
Cost of sales |
|
|
124,562 |
|
|
|
109,217 |
|
|
|
15,345 |
|
|
|
14.1 |
% |
Gross profit |
|
|
46,778 |
|
|
|
49,257 |
|
|
|
(2,479 |
) |
|
|
(5.0 |
)% |
Selling, general and administrative expenses |
|
|
28,412 |
|
|
|
28,711 |
|
|
|
(299 |
) |
|
|
(1.0 |
)% |
Depreciation and amortization |
|
|
3,527 |
|
|
|
3,716 |
|
|
|
(189 |
) |
|
|
(5.1 |
)% |
(Gain) loss on disposal of fixed assets |
|
|
— |
|
|
|
112 |
|
|
|
(112 |
) |
|
|
(100.0 |
)% |
Operating income |
|
$ |
14,839 |
|
|
$ |
16,718 |
|
|
$ |
(1,879 |
) |
|
|
(11.2 |
)% |
Net sales for the quarter ended September 30, 2026 were $171.3 million, an increase of $12.9 million or 8.1% compared to the quarter ended September 30, 2025. Net sales increased due to higher volume of $8.9 million and higher pricing of $4.2 million, partially offset by the effect of unfavorable currency translation of $0.2 million. Beginning in the second quarter of 2026, the Company also began production and made initial shipments of military ammunition containers in Europe through Scepter International Poland sp z o.o. Military ammunition containers are included within the Industrial market. The expansion supports the Company’s ability to serve customers in the European market and is part of a broader growth strategy.
Gross profit decreased $2.5 million, or 5.0%, for the quarter ended September 30, 2026 compared to the quarter ended September 30, 2025, due to higher material costs, unfavorable mix and unplanned maintenance costs, partially offset by higher volume and pricing as described under Net Sales above. Gross margin was 27.3% for the quarter ended September 30, 2026 compared with 31.1% for the quarter ended September 30, 2025.
Selling, general and administrative (“SG&A”) expenses for the quarter ended September 30, 2026 were $28.4 million, a decrease of $0.3 million or 1.0% compared to the same period in the prior year. Decreases in SG&A expenses for the quarter ended September 30, 2026 were primarily due to $1.7 million of lower legal and professional fees, $1.0 million of lower variable selling expenses, $1.0 million of lower restructuring costs as described in Note 4, $0.2 million of lower salaries and benefits, and $0.1 million of lower facilities costs, partially offset by $2.6 million of higher incentive compensation and $0.5 million of higher commissions. Additionally, environmental matters, as described in Note 10 resulted in a net $0.5 million of charges for the quarter ended September 30, 2026.
Depreciation and amortization, exclusive of amounts within Cost of sales, decreased $0.2 million to $3.5 million for the quarter ended September 30, 2026 as compared to $3.7 million for the quarter ended September 30, 2025. The decrease was primarily related to asset disposals in the prior year.
(Gain) loss on disposal of fixed assets was not significant during both the quarter ended September 30, 2026 and September 30, 2025.
22
Net Interest Expense:
|
|
Quarter Ended September 30, |
|
|
|
|
|
|
|
|||||||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
Net interest expense |
|
$ |
5,193 |
|
|
$ |
7,497 |
|
|
$ |
(2,304 |
) |
|
|
(30.7 |
)% |
Average outstanding borrowings, net |
|
$ |
324,798 |
|
|
$ |
384,348 |
|
|
$ |
(59,550 |
) |
|
|
(15.5 |
)% |
Weighted-average borrowing rate |
|
|
6.70 |
% |
|
|
8.04 |
% |
|
|
|
|
|
|
||
Net interest expense for the quarter ended September 30, 2026 was $5.2 million, a decrease of $2.3 million, or 30.7%, compared with $7.5 million for the quarter ended September 30, 2025. The lower net interest expense for the quarter ended September 30, 2026 was due to lower average outstanding borrowings and a lower weighted-average borrowing rate as a result of Amendment No. 2, as more fully described below and in Note 11.
Loss on Debt Extinguishment:
The Company recognized a $3.5 million loss on debt extinguishment for the quarter ended September 30, 2026 in conjunction with Amendment No. 2, as more fully described below and in Note 11.
Income Taxes:
|
|
Quarter Ended September 30, |
|
|||||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
||
Income from continuing operations before income taxes |
|
$ |
6,183 |
|
|
$ |
9,221 |
|
Income tax expense (benefit) |
|
$ |
1,472 |
|
|
$ |
2,931 |
|
Effective tax rate |
|
|
23.8 |
% |
|
|
31.8 |
% |
The Company’s effective tax rate was 23.8% and 31.8% for the quarter ended September 30, 2026 and 2025, respectively. The decrease in the effective tax rate is driven by higher fixed non-deductible expenses in the prior year.
Discontinued Operations:
Income (loss) from discontinued operations, net of income taxes was $(5.6) million and $0.8 million for the quarter ended September 30, 2026 and 2025, respectively. The higher loss from discontinued operations, net of income taxes, in the current year was mainly due to the net $5.4 million loss on sale of the Company's North American domestic tire supply businesses of Myers Tire Supply, as more fully described in Note 3.
Comparison of the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025
|
|
For the Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
Net sales |
|
$ |
515,122 |
|
|
$ |
483,373 |
|
|
$ |
31,749 |
|
|
|
6.6 |
% |
Cost of sales |
|
|
350,336 |
|
|
|
332,844 |
|
|
|
17,492 |
|
|
|
5.3 |
% |
Gross profit |
|
|
164,786 |
|
|
|
150,529 |
|
|
|
14,257 |
|
|
|
9.5 |
% |
Selling, general and administrative expenses |
|
|
82,964 |
|
|
|
85,349 |
|
|
|
(2,385 |
) |
|
|
(2.8 |
)% |
Depreciation and amortization |
|
|
10,883 |
|
|
|
11,224 |
|
|
|
(341 |
) |
|
|
(3.0 |
)% |
(Gain) loss on disposal of fixed assets |
|
|
76 |
|
|
|
198 |
|
|
|
(122 |
) |
|
|
(61.6 |
)% |
Operating income |
|
$ |
70,863 |
|
|
$ |
53,758 |
|
|
$ |
17,105 |
|
|
|
31.8 |
% |
Net sales for the nine months ended September 30, 2026 were $515.1 million, an increase of $31.7 million or 6.6% compared to the nine months ended September 30, 2025. Net sales increased due to higher volume of $27.5 million, higher pricing of $3.8 million and the effect of favorable currency translation of $0.4 million. Beginning in the second quarter of 2026, the Company also began production and made initial shipments of military ammunition containers in Europe through Scepter International Poland sp z o.o. Military ammunition containers are included within the Industrial market. The expansion supports the Company’s ability to serve customers in the European market and is part of a broader growth strategy.
23
Gross profit increased $14.3 million, or 9.5%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, due to higher volume and pricing as described under Net Sales above, in addition to favorable mix and cost productivity, partially offset by higher material costs and unplanned maintenance costs. Gross margin was 32.0% for the nine months ended September 30, 2026 compared with 31.1% for the nine months ended September 30, 2025.
SG&A expenses for the nine months ended September 30, 2026 were $83.0 million, a decrease of $2.4 million or 2.8% compared to the same period in the prior year. Decreases in SG&A expenses for the nine months ended September 30, 2026 were primarily due to $2.3 million of lower legal and professional fees, $1.5 million of lower salaries and benefits, a $2.0 million non-income tax reserve release related to the Signature acquisition, $3.8 million of lower restructuring costs as described in Note 4 and a $1.6 million pension settlement charge that was recognized in the prior year, partially offset by $3.6 million of higher incentive compensation, $0.9 million of higher commissions, $0.2 million of higher variable selling expenses and a $3.2 million recovery of purchased credit deteriorated assets that was recognized as a reduction to bad debt expense in the prior year. Additionally, environmental matters, as described in Note 10 resulted in a net $0.9 million of charges for the nine months ended September 30, 2026.
Depreciation and amortization, exclusive of amounts within Cost of sales, decreased $0.3 million to $10.9 million for the nine months ended September 30, 2026 as compared to $11.2 million for the nine months ended September 30, 2025. The decrease was primarily related to asset disposals in the prior year.
(Gain) loss on disposal of fixed assets was not significant during both the nine months ended September 30, 2026 and September 30, 2025.
Net Interest Expense:
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
Net interest expense |
|
$ |
18,152 |
|
|
$ |
22,247 |
|
|
$ |
(4,095 |
) |
|
|
(18.4 |
)% |
Average outstanding borrowings, net |
|
$ |
341,097 |
|
|
$ |
399,113 |
|
|
$ |
(58,016 |
) |
|
|
(14.5 |
)% |
Weighted-average borrowing rate |
|
|
7.33 |
% |
|
|
7.85 |
% |
|
|
|
|
|
|
||
Net interest expense for the nine months ended September 30, 2026 was $18.2 million, a decrease of $4.1 million, or 18.4%, compared with $22.2 million for the nine months ended September 30, 2025. The lower net interest expense for the nine months ended September 30, 2026 was due to lower average outstanding borrowings and a lower weighted-average borrowing rate as a result of Amendment No. 2, as more fully described below and in Note 11.
Loss on Debt Extinguishment:
The Company recognized a $3.5 million loss on debt extinguishment for the nine months ended September 30, 2026 in conjunction with Amendment No. 2, as more fully described below and in Note 11.
Income Taxes:
|
|
Nine Months Ended September 30, |
|
|||||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
||
Income from continuing operations before income taxes |
|
$ |
49,248 |
|
|
$ |
31,511 |
|
Income tax expense |
|
$ |
11,989 |
|
|
$ |
8,416 |
|
Effective tax rate |
|
|
24.3 |
% |
|
|
26.7 |
% |
The Company’s effective tax rate was 24.3% and 26.7% for the nine months ended September 30, 2026 and 2025, respectively. The decrease in the effective tax rate is driven by higher fixed non-deductible expenses in the prior year.
24
Discontinued Operations:
Income (loss) from discontinued operations, net of income taxes was $(19.9) million and $0.5 million for the nine months ended September 30, 2026 and 2025, respectively. The higher loss from discontinued operations, net of income taxes, in the current year was mainly due to impairment charges of $19.8 million ($14.9 million, net of tax) recognized on the classification of assets held for sale and the net $5.4 million loss on sale of the Company's North American domestic tire supply businesses of Myers Tire Supply, as more fully described in Note 3.
Liquidity and Capital Resources:
The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Amended Loan Agreement. At September 30, 2026, the Company had $53.5 million of cash, $201.2 million available under the Amended Loan Agreement and outstanding debt of $299.5 million, including the finance lease liability of $7.5 million. Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the working capital demands and the heightened uncertainty in the current macroeconomic environment. The Company believes that cash on hand, cash flows from operations and available capacity under its Amended Loan Agreement will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital, debt service, and to fund future growth.
Operating Activities
Net cash provided by operating activities from continuing operations, including intercompany cash flows, was $76.2 million for the nine months ended September 30, 2026, compared to $63.9 million in the same period in 2025. The increase was primarily due to higher net income from continuing operations in the current period and changes in working capital. For the nine months ended September 30, 2026, accounts receivable, inventories and prepaid expenses and other current assets were a use of $9.8 million, $6.6 million and $3.3 million, respectively, which was more than offset by $23.3 million provided by accounts payable and accrued expenses. This compares to the nine months ended September 30, 2025, where accounts receivable, prepaid expenses and other current assets and inventories were uses of $3.5 million, $1.8 million and $1.0 million, respectively, offset by $11.4 million provided by accounts payable and accrued expenses. The Company views changes in working capital to be related to volume and timing. In total, cash generated from working capital was $3.7 million for the nine months ended September 30, 2026, compared to cash provided by working capital of $5.2 million in the prior year to date period.
Investing Activities
Net cash provided by investing activities from continuing operations was $10.8 million for the nine months ended September 30, 2026, compared to cash used of $15.6 million for the same period in 2025. In connection with the sale of Myers Tire Supply, as more fully described in Note 3, the Company recognized $23.6 million of net proceeds from the sale of business for the nine months ended September 30, 2026. Capital expenditures were $14.3 million and $15.8 million for the nine months ended September 30, 2026 and 2025, respectively. Full year 2026 capital expenditures are expected to be approximately 3.5% of revenue.
Financing Activities
Cash used by financing activities from continuing operations was $74.9 million for the nine months ended September 30, 2026 compared to cash used of $33.0 million for the same period in 2025. In 2026, the Company received proceeds of $250 million under a new Term Loan facility and made total repayments on Term Loan A of $351 million for the nine months ended September 30, 2026, of which $316 million was paid in conjunction with Amendment No. 2, as more fully described below and in Note 11. The remaining reduction of Term Loan A was funded with borrowings on the Revolving Credit Facility. Net borrowings (repayments) of the Company's Revolving Credit Facility were $43.5 million and $0.0 million for the nine months ended September 30, 2026 and 2025, respectively. Fees paid for Amendment No. 2 in July, 2026 totaled $1.7 million. Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $1.0 million and $0.9 million for the nine months ended September 30, 2026 and 2025, respectively. Cash paid for tax withholdings on vesting of stock compensation totaled $0.8 million and $0.9 million for the nine months ended September 30, 2026 and 2025, respectively. The Company also used $2.0 million for the repurchase of its common stock, for the nine months ended September 30, 2025. The Company also used cash to pay dividends of $15.4 million for both the nine months ended September 30, 2026 and 2025.
25
Credit Sources
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”) dated September 29, 2022. Amendment No. 1, among other things, permitted the acquisition of Signature Systems and provided a 5-year $400 million term loan facility (“Term Loan A”). In connection with Amendment No. 1, the Company incurred deferred financing fees of $9.2 million.
Second Amendment to Loan Agreement
On July 28, 2026, the Company entered into Amendment No. 2 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 2”), which amended Amendment No. 1 (collectively, the "Amended Loan Agreement"). Amendment No. 2, among other things, extended the Revolving Credit Facility for five years and replaced Term Loan A with a new five-year, $250 million term loan (the “Term Loan”). The Revolving Credit Facility and the Term Loan both mature on July 28, 2031. Under the Amended Loan Agreement, the Term Loan will amortize in quarterly installment payments in an aggregate annual amount equal to five percent (5%) of the original principal amount of the Term Loan. The Term Loan 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 the Term Loan may not be reborrowed. Amendment No. 2 reduced and harmonized the applicable spread for interest charged on both the Revolving Credit Facility and the Term Loan. Amendment No. 2 maintained the two most restrictive financial covenants: 1) the Interest Coverage Ratio with an unchanged minimum level of 3.00 to 1; and 2) the Net Leverage Ratio with an increased maximum level of 3.50 to 1 and provided for the Company's option to elect a four quarter holiday of 4.00 to 1 following a Material Acquisition as defined in the Amended Loan Agreement.
Amendment No. 2 also provided for a revolving credit facility in an aggregate committed principal amount of $250 million, which includes a letter of credit subfacility and swingline subfacility (the "Revolving Credit Facility"). In connection with Amendment No. 2, the Company incurred deferred financing fees of $1.7 million and recognized a loss on debt extinguishment of $3.5 million.
On May 2, 2024, the Company entered into an interest rate swap agreement to mitigate the variable interest rate risk of borrowings under the Amended Loan Agreement. The swap has a beginning notional value of $200.0 million and a final maturity date of January 31, 2029. At September 30, 2026, the remaining notional value of the Company's interest rate swap totaled $170.0 million. The swap is designated as a cash flow hedge and effectively results in a fixed rate of 4.606% plus the applicable margin for the hedged debt, as described in Notes 1 and 11.
As of September 30, 2026, $201.2 million was available under the Amended Loan Agreement, after borrowings and the Company had $5.3 million of letters of credit issued related to insurance and other financing contracts in the ordinary course of business. Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates plus an applicable margin, which under Amendment No. 2 ranges from 125 basis points to 225 basis points depending on the Company's net leverage ratio (defined below).
As of September 30, 2026, the Company was in compliance with all of its debt covenants. The most restrictive financial covenants for all of the Company’s debt are a net leverage ratio (defined as net debt divided by earnings before interest, taxes, depreciation and amortization, as adjusted) and an interest coverage ratio (defined as earnings before interest, taxes, depreciation and amortization, as adjusted, divided by interest expense). The ratios as calculated under the terms of the Amended Loan Agreement as of and for the period ended September 30, 2026 are shown in the following table:
|
|
Required Level |
|
Actual Level |
|
|
Interest Coverage Ratio |
|
3.00 to 1 (minimum) |
|
|
5.22 |
|
Net Leverage Ratio |
|
3.50 to 1 (maximum) |
|
|
1.86 |
|
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have, or are reasonably expected to have, a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources at September 30, 2026.
26
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
The Company has certain financing arrangements that require interest payments based on floating interest rates, and to that extent, the Company’s financial results are subject to changes in the market rate of interest. Borrowings under the Amended Loan Agreement bear interest at the Term SOFR, RFR, SONIA, EURIBOR and CORRA-based borrowing rates. Based on current debt levels at September 30, 2026, if market interest rates decrease or increase one percent, the Company’s annual variable interest expense would change by approximately $1.2 million.
The Company has entered into an interest rate swap agreement to mitigate the variable interest rate risk under the Amended Loan Agreement, which effectively results in a fixed rate debt on a portion of its outstanding borrowings. Based on current debt levels at September 30, 2026, if market interest rates decrease or increase one percent, the Company's annual fixed rate interest expense on the fair value of the interest rate swap would change by approximately $3.4 million.
Foreign Currency Exchange Risk
Certain of the Company’s subsidiaries operate in foreign countries and their financial results are subject to exchange rate movements. The Company has operations in Canada and Europe with foreign currency exposure, primarily due to U.S. dollar sales made from businesses in Canada and Europe to customers in the United States. The Company manages its exposure to foreign currency risk by promptly converting funds to U.S. dollars. At September 30, 2026, the Company had no foreign currency arrangements or contracts in place.
Commodity Price Risk
The Company uses certain commodity raw materials, primarily plastic resins, and other commodities, such as natural gas, in its operations. The cost of operations can be affected by changes in the market for these commodities, particularly plastic resins. The Company currently has no derivative contracts to hedge changes in raw material pricing. The Company may from time to time enter into forward buy positions for certain utility costs, which were not material at September 30, 2026. Significant future increases in the cost of plastic resin or other adverse changes in the general economic environment could have a material adverse impact on the Company’s financial position, results of operations or cash flows.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
The Company carries out a variety of on-going procedures, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
During the nine months ended September 30, 2026, there have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
27
PART II – Other Information
Item 1. Legal Proceedings
Certain legal proceedings in which the Company is involved are discussed in Note 10, Contingencies, in the Unaudited Condensed Consolidated Financial Statements in Part I of this report, and Part I, Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s disclosures relating to legal proceedings in Note 10, Contingencies, in the Unaudited Condensed Consolidated Financial Statements in Part I of this report are incorporated into Part II of this report by reference. The Company is a defendant in various lawsuits and a party to various other legal proceedings, in the ordinary course of business, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a future material adverse effect on our consolidated financial position, results of operations or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information regarding the Company’s stock repurchase plans during the quarter ended September 30, 2026:
|
|
Total Number of |
|
|
Average Price Paid |
|
|
Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs |
|
|
Maximum dollar value of Shares that may yet be Purchased Under the Plans or Programs |
|
||||
7/1/2026 to 7/31/2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
8/1/2026 to 8/31/2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
9/1/2026 to 9/30/2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended September 30, 2026, none of our directors or executive officers
28
Item 6. Exhibits
2.1 |
|
3.1 |
|
3.2 |
|
10.1 |
|
31.1 |
|
31.2 |
|
32.1 |
|
101 |
The following financial information from Myers Industries, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, formatted in inline XBRL includes: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Financial Position, (iv) Condensed Consolidated Statements of Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements. |
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* |
Pursuant to Item 601(a)(5) of Regulation S-K, schedules and exhibits have been omitted from this filing. The registrant agrees to furnish the Securities and Exchange Commission on a supplemental basis a copy of any omitted schedule or exhibit on a confidential basis upon request. |
** |
Pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules have been omitted from this filing. The registrant agrees to furnish the Commission on a supplemental basis a copy of any omitted provisions, exhibit or schedule. |
29
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
MYERS INDUSTRIES, INC. |
|
|
October 29, 2026 |
/s/ Samantha Rutty |
|
Samantha Rutty |
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
30
Exhibit 31.1
Certification Per Section 302 of the Sarbanes-Oxley Act of 2002
I, Aaron M. Schapper, certify that:
Date: |
October 29, 2026 |
/s/ Aaron M. Schapper |
|
|
Aaron M. Schapper, President and Chief Executive Officer |
Exhibit 31.2
Certification Per Section 302 of the Sarbanes-Oxley Act of 2002
I, Samantha Rutty, certify that:
Date: |
October 29, 2026 |
/s/ Samantha Rutty |
|
|
Samantha Rutty, Executive Vice President and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on Form 10-Q for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Aaron M. Schapper, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:
(1) The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2026 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: |
October 29, 2026 |
/s/ Aaron M. Schapper |
|
|
Aaron M. Schapper, President and Chief Executive Officer |
Exhibit 32.1
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on Form 10-Q for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Samantha Rutty, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:
(1) The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2026 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: |
October 29, 2026 |
/s/ Samantha Rutty |
|
|
Samantha Rutty, Executive Vice President and Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.