MYERS INDUSTRIES INC
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 5, 2026
MYE$26.95+0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-06.
0000950170-25-034598
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-05.
0001193125-26-092521
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 54 previous paragraphs and 54 current paragraphs.
33 unchanged; 15 reworded; 6 added; 5 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Depreciation and amortization:
Current report
Depreciation and amortization, exclusive of amounts within Cost of sales, decreased $0.6 million to $17.4 million for the year ended December 31, 2025 as compared to $18.1 million for the year ended December 31, 2024. The decrease was primarily related to lower intangible amortization related to prior acquisitions and lower depreciation related to asset disposals in conjunction with the facility consolidations, as described in Note 6.
Current report
Freight out:
Current report
Freight out costs decreased $1.0 million to $11.0 million for the year ended December 31, 2025 as compared to $12.0 million for the year ended December 31, 2024. The decrease was primarily related to lower overall sales volume, as discussed above.
Current report
(Gain) loss on disposal of fixed assets:
Current report
During the year ended December 31, 2025 the Company recognized $0.6 million of net losses on the disposal of fixed assets primarily related to fixed asset disposals and write-downs recognized in conjunction with the previously announced facility consolidations as described in Note 6, partially offset by a gain on the sale of fixed assets. During the year ended December 31, 2024 the Company recognized $0.2 million of losses on the disposal of fixed assets primarily related to the sale of fixed assets.
Removed paragraphs (5)
Previous report
Net Sales above, the impact from acquisition-related inventory step-up amortization of $4.5 million, higher costs of restructuring and unfavorable cost productivity. Gross margin was 32.4% for the year ended December 31, 2024 compared to 31.9% for the same period in 2023.
Previous report
Seventh Amendment to Loan Agreement
Previous report
On September 29, 2022, the Company entered into a Seventh Amended and Restated Loan Agreement (the “Seventh Amendment”), which amended the Sixth Amended and Restated Loan Agreement, dated March 12, 2021. The Seventh Amendment, among other things, extended the maturity date to September 2027 from March 2024. There was no change to the credit facility's borrowing limit of $250 million.
Previous report
The Amended Loan Agreement is on substantially the same terms as the Loan Agreement, except Amendment No. 1 has amended, among other items, (i) to permit the Signature Systems acquisition, (ii) to modify the maximum leverage ratio to not exceed (x) 4.00 to 1:00 on a “net” basis for an initial “net” leverage ratio holiday period for the immediate fiscal quarter end after the Signature Systems acquisition is consummated and for the three immediately following fiscal quarter ends thereafter and (y) 3.25 to 1.00 on a “net” basis after such “net” leverage ratio holiday period (subject to additional “net” leverage ratio holiday periods at the election of the Company for such periods that are more fully described in the Amended Loan Agreement), (iii) to modify certain negative covenants (including the restricted payment covenant) so that the applicable incurrence tests for such negative covenants is now based on the new “net” leverage ratio level, (iv) to increase the applicable margins for the loans under the Amended Loan Agreement to range between 1.775% to 2.35% for Term SOFR, RFR, SONIA, EURIBOR and CORRA based loans and between 0.775% and 1.35% for base rate loans, in each case based from time to time on the determination of the Company’s then net leverage ratio, (v) to replace the Canadian Dealer Offered Rate (CDOR) as the applicable reference rate with respect to loans denominated in Canadian Dollars to the Canadian Overnight Repo Rate Average (CORRA), and (vi) to amend the scope of collateral securing the obligations under the Amended Loan Agreement to be an “all asset” lien (subject to customary provisions of excluded collateral not subject to the liens).
Previous report
Goodwill – The Company performs its goodwill impairment test annually as of October 1 and in the interim only when impairment indicators are present. The Company may elect to perform a qualitative assessment to determine if it is more-likely-than-not that the fair values of our reporting units were greater than their carrying amounts, indicating no impairment. This qualitative assessment requires significant judgment, including a review of our most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If a qualitative assessment cannot be used, then we perform a quantitative assessment.
Reworded paragraphs (15)
Previous wording
The Company’s results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023 are discussed below. The current economic environment includes heightened risks from 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, the ongoing war in Ukraine, and continued conflicts along Israel's border 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 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.
Current wording
The Company’s results of operations for the year ended December 31, 2025 compared with the year ended December 31, 2024 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.
Previous wording
Net sales for the year ended December 31, 2024 were $836.3 million, an increase of $23.2 million or 2.9% compared to the prior year. Net sales increased due to $102.7 million of incremental sales in the Material Handling Segment from the acquisition of Signature on February 8, 2024. Signature's annual sales were approximately $110 million at the time of the acquisition. The increase in net sales was partially offset by lower volume of $60.2 million, lower pricing of $18.9 million and the effect of unfavorable currency translation of $0.4 million.
Current wording
Net sales for the year ended December 31, 2025 were $825.7 million, a decrease of $10.5 million or 1.3% compared to the prior year. Net sales decreased due to lower pricing of $14.5 million, lower volume of $1.6 million and the effect of unfavorable currency translation of $0.8 million. The decrease in net sales was partially offset by $6.4 million of incremental sales in the Material Handling Segment from the acquisition of Signature on February 8, 2024. Signature's annual sales were approximately $110 million at the time of the acquisition.
Previous wording
Net sales in the Material Handling Segment increased $66.4 million or 12.0% for the year ended December 31, 2024 compared to the prior year. Net sales increased due to $102.7 million of incremental sales from the acquisition of Signature on February 8, 2024, partially offset by lower volume of $22.0 million, lower pricing of $13.9 million and the effect of unfavorable currency translation of $0.4 million.
Current wording
Net sales in the Material Handling Segment increased $0.5 million or 0.1% for the year ended December 31, 2025 compared to the prior year. Net sales increased due to $6.4 million of incremental sales from the acquisition of Signature on February 8, 2024 and higher volume of $8.7 million, partially offset by lower pricing of $13.8 million and the effect of unfavorable currency translation of $0.8 million.
Previous wording
Net sales in the Distribution Segment decreased $43.1 million or 16.7% in the year ended December 31, 2024 compared to the prior year, primarily due to lower volume of $38.1 million and lower pricing of $5.0 million.
Current wording
Net sales in the Distribution Segment decreased $10.9 million or 5.1% in the year ended December 31, 2025 compared to the prior year, primarily due to lower volume of $10.2 million and lower pricing of $0.7 million.
Previous wording
Gross profit increased $11.7 million, or 4.5%, for the year ended December 31, 2024 compared to the prior year due to the benefits of the acquisition of Signature on February 8, 2024, and favorable mix, partially offset by lower volume and pricing as described under
Current wording
Gross profit increased $5.2 million, or 1.9%, for the year ended December 31, 2025 compared to the prior year due to the benefits of the acquisition of Signature on February 8, 2024, favorable cost productivity, lower material costs and favorable mix, partially offset by lower volume and pricing as described under Net Sales above. Gross margin was 33.4% for the year ended December 31, 2025 compared to 32.4% for the same period in 2024.
Previous wording
Selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2024 were $204.1 million, an increase of $17.2 million or 9.2% compared to the prior year. Increases in SG&A expenses in 2024 were primarily due to $28.8 million of incremental SG&A, including $10.1 million of intangible amortization, from the acquisition of Signature on February 8, 2024 and $2.2 million of higher facility costs, partially offset by $12.3 million of lower incentive compensation, $3.2 million of lower salaries and benefits, $2.2 million of lower commissions, $2.0 million of lower variable selling expenses and $0.4 million of lower legal and professional fees, excluding acquisition costs. Acquisition and integration costs included in SG&A expenses increased $1.5 million due to the Signature acquisition described in Note 3 to the consolidated financial statements. SG&A expenses also increased as compared to prior year due to higher expenses incurred on restructuring actions of $1.8 million, described in Note 6 to the consolidated financial statements partially offset by $1.3 million of consulting costs in 2023 to improve the Company's capabilities to screen and execute large acquisitions. Executive severance was $1.4 million for the year ended December 31, 2024, which compared to $0.7 million for the year ended December 31, 2023. Additionally, the Company reached a settlement agreement with one of its insurers, for $10.0 million, which resulted in a $6.7 million net reduction to legal costs within SG&A for the year ended December 31, 2023. Environmental matters described in Note 9 to the consolidated financial statements resulted in a net $0.2 million of income in the year ended December 31, 2024, which compared to $3.2 million of charges in the year ended December 31, 2023.
Current wording
Selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2025 were $172.4 million, a decrease of $1.6 million or 0.9% compared to the prior year. Decreases in SG&A expenses in 2025 were primarily due to $3.9 million of lower salaries and benefits, $1.6 million of lower facility costs, $1.6 million of lower variable selling expenses, $1.5 million of lower legal and professional fees and $0.5 million of lower commissions, partially offset by $6.5 million of higher incentive compensation and $3.1 million of incremental SG&A from the acquisition of Signature on February 8, 2024. SG&A expenses also decreased as compared to prior year due to $4.6 million of lower acquisition and integration costs due to the Signature acquisition as described in Note 3 to the consolidated financial statements, in addition to a $3.2 million recovery of purchased credit deteriorated assets that was recognized in the current year as a reduction to bad debt expense, partially offset by $5.3 million of higher restructuring costs as described in Note 6 to the consolidated financial statements. Environmental matters described in Note 9 to the consolidated financial statements resulted in a net $0.2 million of charges for the year ended December 31, 2025, which compared to $0.2 million of income in the year ended December 31, 2024.
Previous wording
Net interest expense for the year ended December 31, 2024 was $30.9 million compared to $6.3 million during 2023. The higher net interest expense was due to higher average outstanding borrowings as a result of the acquisition of Signature, which was funded through an amendment and restatement of Myers' existing loan agreement discussed below, and a higher weighted-average borrowing rate in the current year.
Current wording
Net interest expense for the year ended December 31, 2025 was $29.4 million compared to $30.9 million during 2024. The lower net interest expense was due to a lower weighted-average borrowing rate in the current year, partially offset by higher average outstanding borrowings as a result of the acquisition of Signature, which was funded through an amendment and restatement of Myers' existing loan agreement discussed below.
Previous wording
The Company's effective tax rate was 46.8% for the year ended December 31, 2024 compared to 26.0% in the prior year. The increase in the effective tax rate is driven by fixed non-deductible expenses, including expenses related to the Signature acquisition, on lower income before income taxes plus the tax effect of impairment charges.
Current wording
The Company's effective tax rate was 22.6% for the year ended December 31, 2025 compared to 46.8% in the prior year. The decrease in the effective tax rate is driven by fixed non-deductible expenses, including expenses related to the Signature acquisition in the prior year on lower income before income taxes plus the tax effect of prior year impairment charges.
Previous wording
The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Amended Loan Agreement (defined below). At December 31, 2024, the Company had $32.2 million of cash, $244.7 million available under the Amended Loan Agreement and outstanding debt of $383.6 million, including the finance lease liability of $8.6 million. At December 31, 2024, our primary contractual obligations relate to our debt and lease arrangements as described in Notes 10 and 13 to the consolidated financial statements. Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the working capital demands and heightened uncertainty in the current macroeconomic environment. The Company 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.
Current wording
The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Amended Loan Agreement (defined below). At December 31, 2025, the Company had $45.1 million of cash, $244.7 million available under the Amended Loan Agreement and outstanding debt of $353.8 million, including the finance lease liability of $8.0 million. At December 31, 2025, our primary contractual obligations relate to our debt and lease arrangements as described in Notes 10 and 13 to the consolidated financial statements. 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.
Previous wording
Cash provided by operating activities was $79.3 million and $86.2 million for the years ended December 31, 2024 and 2023, respectively. Cash generated from working capital was $9.6 million for the year ended December 31, 2024, compared to cash generated from working capital of $5.7 million in the prior year, primarily due to reductions in accounts receivable and inventory, partly offset by reductions in accounts payable.
Current wording
Cash provided by operating activities was $86.8 million and $79.3 million for the years ended December 31, 2025 and 2024, respectively. Cash generated from working capital was $5.0 million for the year ended December 31, 2025, compared to cash generated from working capital of $9.6 million in the prior year, primarily due to increases in accounts receivable, partly offset by reductions in inventory.
Previous wording
Net cash used by investing activities was $372.5 million for the year ended December 31, 2024 compared to cash used of $22.8 million for the year ended December 31, 2023. In 2024, the Company paid $348.3 million to acquire Signature, net of cash acquired and working capital adjustments, as discussed in Note 3 to the consolidated financial statements. Capital expenditures were $24.4 million and $22.9 million for the years ended December 31, 2024 and 2023, respectively.
Current wording
Net cash used by investing activities was $18.9 million for the year ended December 31, 2025 compared to cash used of $372.5 million for the year ended December 31, 2024. In 2024, the Company paid $348.3 million to acquire Signature, net of cash acquired and working capital adjustments, as discussed in Note 3 to the consolidated financial statements. Capital expenditures were $19.6 million and $24.4 million for the years ended December 31, 2025 and 2024, respectively.
Previous wording
Net cash provided by financing activities was $295.1 million for the year ended December 31, 2024 compared to cash used of $56.5 million for the year ended December 31, 2023. In 2024, the Company received proceeds of $400 million under a new term loan facility, as described below and repaid $38.0 million of senior unsecured notes, including $26.0 million of senior unsecured notes that matured in January 2024 and the prepayment of $12.0 million of senior unsecured notes in conjunction with the amendment and restatement to the Loan Agreement described below. The company also made repayments of the Term Loan A totaling $18.0 million, $3.0 million of which was a voluntary prepayment. Net borrowings (repayments) of the Company's existing revolving credit facility for the year ended December 31, 2024 and December 31, 2023 were $(20.0) million and $(36.0) million, respectively. Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $3.3 million and $2.3 million in 2024 and 2023, respectively. Cash paid for tax withholdings on vesting of stock compensation totaled $2.1 million in both 2024 and 2023. Fees paid for the amendment and restatement to the Loan Agreement in February 2024 totaled $9.2 million. The Company also used cash to pay dividends of $20.4 million and $20.2 million in 2024 and 2023, respectively.
Current wording
Net cash used by financing activities was $54.5 million for the year ended December 31, 2025 compared to cash provided by $295.1 million for the year ended December 31, 2024. Net borrowings (repayments) of the Company's revolving credit facility for the year ended December 31, 2025 and December 31, 2024 were $0.0 million and $(20.0) million, respectively. The Company also made repayments of the Term Loan A totaling $31.0 million and $18.0 million for the years ended December 31, 2025 and December 31, 2024, respectively. Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $1.1 million and $3.3 million in 2025 and 2024, respectively. Cash paid for tax withholdings on vesting of stock compensation totaled $1.0 million and $2.1 million in 2025 and 2024, respectively. The Company also used $2.5 million for the repurchase of its common stock during the year ended December 31, 2025, as described in Note 5 to the consolidated financial statements. In connection with the Signature acquisition in 2024, the Company received proceeds of $400 million under a new term loan facility and repaid $38.0 million of senior unsecured notes, including $26.0 million of senior unsecured notes that matured in January 2024 and the prepayment of $12.0 million of senior unsecured notes in conjunction with the amendment and restatement to the Loan Agreement described below. Fees paid for the amendment and restatement to the Loan Agreement in February 2024 totaled $9.2 million. The Company also used cash to pay dividends of $20.5 million and $20.4 million in 2025 and 2024, respectively.
Previous wording
dated September 29, 2022 (collectively, the “Amended Loan Agreement”). Amendment No. 1, among other things, permitted the acquisition of Signature Systems and provided a new 5-year $400 million term loan facility (“Term Loan A”). Term Loan A will amortize in eight quarterly installment payments of $5 million beginning June 30, 2024, quarterly installment payments of $10 million thereafter, and any remaining balance due upon maturity. Term Loan A may be voluntarily prepaid at any time, in whole or in part, without penalty or premium, however, all amounts repaid or prepaid in respect of Term Loan A may not be reborrowed. In December 2024, the Company voluntarily prepaid $3 million of the Term Loan A.
Current wording
On February 8, 2024, the Company entered into Amendment No. 1 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 1”), which amended the Seventh Amended and Restated Loan Agreement (the "Loan Agreement” – see also Note 10) dated September 29, 2022 (collectively, the “Amended Loan Agreement”). Amendment No. 1, among other things, permitted the acquisition of Signature Systems and provided a new 5-year $400 million term loan facility (“Term Loan A”). Term Loan A will amortize in eight quarterly installment payments of $5 million beginning June 30, 2024, quarterly installment payments of $10 million thereafter, and any remaining balance due upon maturity. Term Loan A may be voluntarily prepaid at any time, in whole or in part, without penalty or premium, however, all amounts repaid or prepaid in respect of Term Loan A may not be reborrowed.
Previous wording
On May 2, 2024, the Company entered into an interest rate swap agreement to mitigate the variable interest rate risk of borrowings under the Amended Loan Agreement. The swap has a beginning notional value of $200.0 million, which reduces proportionately with scheduled Term Loan A amortization payments, and has a final maturity date of January 31, 2029. At December 31, 2024, the remaining notional value of the Company's interest rate swap totaled $192.5 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 10 to the consolidated financial statements.
Current wording
On May 2, 2024, the Company entered into an interest rate swap agreement to mitigate the variable interest rate risk of borrowings under the Amended Loan Agreement. The swap has a beginning notional value of $200.0 million, which reduces proportionately with scheduled Term Loan A amortization payments, and has a final maturity date of January 31, 2029. At December 31, 2025, the remaining notional value of the Company's interest rate swap totaled $182.5 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 10 to the consolidated financial statements.
Previous wording
A quantitative assessment requires the Company to estimate the fair value of the reporting unit (Level 3 measurement), which the Company does using a combination of a discounted cash flow analysis and market-based approach. Estimating fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, long-term growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market-based approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions. The fair value of the reporting unit is then compared to the carrying value, and any excess carrying value of the reporting unit above the fair value would indicate impairment. See disclosure of goodwill in Note 4 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Current wording
Goodwill – The Company performs its goodwill impairment test annually as of October 1 and in the interim only when impairment indicators are present. A quantitative assessment requires the Company to estimate the fair value of the reporting unit (Level 3 measurement), which the Company does using a combination of a discounted cash flow analysis and market-based approach. Estimating fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, long-term growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market-based approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions. The fair value of the reporting unit is then compared to the carrying value, and any excess carrying value of the reporting unit above the fair value would indicate impairment. See disclosure of goodwill in Note 4 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On February 8, 2024, the Company entered into Amendment No. 1 to the Seventh Amended and Restated Loan Agreement (“Amendment No. 1”), which amended the Seventh Amended and Restated Loan Agreement (the "Loan Agreement” – see also Note