MYERS INDUSTRIES INC (Form: 10-Q, Received: 05/06/2021 16:20:07)

INDENMITEE

MYERS INDUSTRIES, INC.

0000069488 false 2021 Q1 --12-31 us-gaap:ShippingAndHandlingMember us-gaap:ShippingAndHandlingMember 2024-01-15 2026-01-15 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 true true 2021 mye:RightOfUseAssetOperatingLeasesMember mye:RightOfUseAssetOperatingLeasesMember us-gaap:PropertyPlantAndEquipmentMember us-gaap:PropertyPlantAndEquipmentMember mye:OperatingLeaseLiabilityShortTermMember mye:OperatingLeaseLiabilityShortTermMember mye:OperatingLeaseLiabilityLongTermMember mye:OperatingLeaseLiabilityLongTermMember mye:FinanceLeaseLiabilityShortTermMember mye:FinanceLeaseLiabilityShortTermMember mye:FinanceLeaseLiabilityLongTermMember mye:FinanceLeaseLiabilityLongTermMember P6Y6M10D P5Y7M28D P14Y11M4D 0000069488 2021-01-01 2021-03-31 xbrli:shares 0000069488 2021-04-30 iso4217:USD 0000069488 2020-01-01 2020-03-31 iso4217:USD xbrli:shares 0000069488 2021-03-31 0000069488 2020-12-31 0000069488 us-gaap:CommonStockMember 2020-12-31 0000069488 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0000069488 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0000069488 us-gaap:RetainedEarningsMember 2020-12-31 0000069488 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0000069488 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0000069488 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-03-31 0000069488 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0000069488 us-gaap:CommonStockMember 2021-03-31 0000069488 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0000069488 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-03-31 0000069488 us-gaap:RetainedEarningsMember 2021-03-31 0000069488 us-gaap:CommonStockMember 2019-12-31 0000069488 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0000069488 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000069488 us-gaap:RetainedEarningsMember 2019-12-31 0000069488 2019-12-31 0000069488 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0000069488 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-03-31 0000069488 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-03-31 0000069488 us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0000069488 us-gaap:CommonStockMember 2020-03-31 0000069488 us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0000069488 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-03-31 0000069488 us-gaap:RetainedEarningsMember 2020-03-31 0000069488 2020-03-31 0000069488 mye:ElkhartPlasticsIncMember 2021-01-01 2021-03-31 0000069488 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:SeniorNotesMember 2021-03-31 0000069488 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:SeniorNotesMember 2020-12-31 0000069488 us-gaap:AccumulatedTranslationAdjustmentMember 2020-12-31 0000069488 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-12-31 0000069488 us-gaap:AccumulatedTranslationAdjustmentMember 2021-01-01 2021-03-31 0000069488 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2021-01-01 2021-03-31 0000069488 us-gaap:AccumulatedTranslationAdjustmentMember 2021-03-31 0000069488 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2021-03-31 0000069488 us-gaap:AccumulatedTranslationAdjustmentMember 2019-12-31 0000069488 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-12-31 0000069488 us-gaap:AccumulatedTranslationAdjustmentMember 2020-01-01 2020-03-31 0000069488 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-01-01 2020-03-31 0000069488 us-gaap:AccumulatedTranslationAdjustmentMember 2020-03-31 0000069488 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-03-31 0000069488 mye:ConsumerMember mye:MaterialHandlingMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-03-31 0000069488 mye:ConsumerMember 2021-01-01 2021-03-31 0000069488 mye:VehicleMember mye:MaterialHandlingMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-03-31 0000069488 mye:VehicleMember 2021-01-01 2021-03-31 0000069488 us-gaap:FoodAndBeverageMember mye:MaterialHandlingMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-03-31 0000069488 us-gaap:FoodAndBeverageMember 2021-01-01 2021-03-31 0000069488 mye:IndustrialMember mye:MaterialHandlingMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-03-31 0000069488 mye:IndustrialMember us-gaap:IntersegmentEliminationMember 2021-01-01 2021-03-31 0000069488 mye:IndustrialMember 2021-01-01 2021-03-31 0000069488 mye:AutoAftermarketMember mye:DistributionMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-03-31 0000069488 mye:AutoAftermarketMember 2021-01-01 2021-03-31 0000069488 mye:MaterialHandlingMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-03-31 0000069488 mye:DistributionMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-03-31 0000069488 us-gaap:IntersegmentEliminationMember 2021-01-01 2021-03-31 0000069488 mye:ConsumerMember mye:MaterialHandlingMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-03-31 0000069488 mye:ConsumerMember 2020-01-01 2020-03-31 0000069488 mye:VehicleMember mye:MaterialHandlingMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-03-31 0000069488 mye:VehicleMember 2020-01-01 2020-03-31 0000069488 us-gaap:FoodAndBeverageMember mye:MaterialHandlingMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-03-31 0000069488 us-gaap:FoodAndBeverageMember 2020-01-01 2020-03-31 0000069488 mye:IndustrialMember mye:MaterialHandlingMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-03-31 0000069488 mye:IndustrialMember us-gaap:IntersegmentEliminationMember 2020-01-01 2020-03-31 0000069488 mye:IndustrialMember 2020-01-01 2020-03-31 0000069488 mye:AutoAftermarketMember mye:DistributionMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-03-31 0000069488 mye:AutoAftermarketMember 2020-01-01 2020-03-31 0000069488 mye:MaterialHandlingMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-03-31 0000069488 mye:DistributionMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-03-31 0000069488 us-gaap:IntersegmentEliminationMember 2020-01-01 2020-03-31 0000069488 us-gaap:AccountsReceivableMember 2021-03-31 0000069488 us-gaap:AccountsReceivableMember 2020-12-31 0000069488 us-gaap:InventoriesMember 2021-03-31 0000069488 us-gaap:InventoriesMember 2020-12-31 0000069488 us-gaap:OtherCurrentLiabilitiesMember 2021-03-31 0000069488 us-gaap:OtherCurrentLiabilitiesMember 2020-12-31 0000069488 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2021-01-01 2021-03-31 0000069488 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2020-01-01 2020-03-31 0000069488 us-gaap:CostOfSalesMember 2021-01-01 2021-03-31 0000069488 us-gaap:CostOfSalesMember 2020-01-01 2020-03-31 0000069488 mye:ElkhartPlasticsIncMember 2020-11-10 2020-11-10 0000069488 mye:ElkhartPlasticsIncMember 2019-08-26 0000069488 us-gaap:CustomerRelationshipsMember mye:ElkhartPlasticsIncMember 2020-11-10 2020-11-10 0000069488 us-gaap:TradeNamesMember mye:ElkhartPlasticsIncMember 2020-11-10 2020-11-10 0000069488 us-gaap:NoncompeteAgreementsMember mye:ElkhartPlasticsIncMember 2020-11-10 2020-11-10 0000069488 mye:TuffyManufacturingIndustriesIncMember 2020-11-10 2020-11-10 0000069488 mye:LawnAndGardenBusinessMember 2018-01-01 2018-12-31 0000069488 us-gaap:GuaranteeObligationsMember mye:LawnAndGardenMember 2021-01-01 2021-03-31 0000069488 us-gaap:GuaranteeObligationsMember mye:LawnAndGardenMember 2018-01-01 2018-12-31 0000069488 us-gaap:GuaranteeObligationsMember mye:LawnAndGardenMember 2019-12-31 0000069488 mye:LawnAndGardenMember us-gaap:GuaranteeObligationsMember 2020-01-31 0000069488 mye:LawnAndGardenMember us-gaap:GuaranteeObligationsMember 2020-01-01 2020-01-31 0000069488 country:IN mye:ManufacturingAndDistributionMember 2021-03-31 0000069488 country:IN mye:ManufacturingAndDistributionMember 2019-12-01 2019-12-31 0000069488 country:IN mye:ManufacturingAndDistributionMember us-gaap:OtherNoncurrentAssetsMember 2021-03-31 0000069488 country:IN mye:ManufacturingAndDistributionMember us-gaap:OtherNoncurrentAssetsMember 2020-12-31 0000069488 mye:AmeriKartMember srt:ScenarioForecastMember 2021-12-31 xbrli:pure 0000069488 mye:DistributionMember 2020-12-31 0000069488 mye:MaterialHandlingMember 2020-12-31 0000069488 mye:DistributionMember 2021-01-01 2021-03-31 0000069488 mye:MaterialHandlingMember 2021-01-01 2021-03-31 0000069488 mye:DistributionMember 2021-03-31 0000069488 mye:MaterialHandlingMember 2021-03-31 0000069488 us-gaap:TradeNamesMember 2021-03-31 0000069488 us-gaap:TradeNamesMember 2020-12-31 0000069488 mye:A2017PlanMember 2021-03-31 0000069488 mye:A2017PlanMember us-gaap:SubsequentEventMember 2021-04-29 0000069488 us-gaap:EmployeeStockOptionMember 2021-01-01 2021-03-31 0000069488 mye:TwoThousandTwentyOneLongTermIncentivePlanMember us-gaap:SubsequentEventMember 2021-04-29 0000069488 mye:NewIdriaMercuryMineMember 2018-10-01 2018-12-31 0000069488 mye:NewIdriaMercuryMineMember 2019-01-01 2019-01-31 0000069488 us-gaap:PendingLitigationMember mye:NewIdriaMercuryMineMember mye:EPANoticeLetterMember 2011-10-01 2021-03-31 0000069488 us-gaap:PendingLitigationMember mye:NewIdriaMercuryMineMember mye:EPANoticeLetterMember 2021-01-01 2021-03-31 0000069488 us-gaap:PendingLitigationMember mye:NewIdriaMercuryMineMember mye:EPANoticeLetterMember 1993-01-01 2014-02-14 0000069488 us-gaap:PendingLitigationMember mye:NewIdriaMercuryMineMember mye:EPANoticeLetterMember 2020-01-01 2020-03-31 0000069488 us-gaap:PendingLitigationMember mye:NewIdriaMercuryMineMember mye:EPANoticeLetterMember 2015-01-01 2015-12-31 0000069488 us-gaap:PendingLitigationMember mye:NewIdriaMercuryMineMember mye:EPANoticeLetterMember 2019-04-01 2019-06-30 0000069488 us-gaap:PendingLitigationMember mye:NewIdriaMercuryMineMember mye:EPANoticeLetterMember 2020-10-01 2020-12-31 0000069488 us-gaap:PendingLitigationMember mye:NewIdriaMercuryMineMember mye:EPANoticeLetterMember 2021-03-31 0000069488 mye:NewAlmadenMineMember mye:NaturalResourceDamageClaimMember 2016-01-01 2016-12-31 0000069488 mye:NewAlmadenMineMember mye:NaturalResourceDamageClaimMember 2021-03-31 0000069488 mye:NewAlmadenMineMember mye:NaturalResourceDamageClaimMember 2021-01-01 2021-03-31 0000069488 mye:NewAlmadenMineMember mye:NaturalResourceDamageClaimMember 2020-01-01 2020-03-31 0000069488 us-gaap:RevolvingCreditFacilityMember 2021-03-31 0000069488 mye:FourPointSixSevenPercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentyOneMember 2020-12-31 0000069488 mye:FivePointTwoFivePercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentyFourMember 2021-03-31 0000069488 mye:FivePointTwoFivePercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentyFourMember 2020-12-31 0000069488 mye:FivePointThreeZeroPercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentyFourMember 2021-03-31 0000069488 mye:FivePointThreeZeroPercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentyFourMember 2020-12-31 0000069488 mye:FivePointFourFivePercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentySixMember 2021-03-31 0000069488 mye:FivePointFourFivePercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentySixMember 2020-12-31 0000069488 mye:FourPointSixSevenPercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentyOneMember 2021-03-31 0000069488 mye:FourPointSixSevenPercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentyOneMember 2021-01-01 2021-03-31 0000069488 mye:FivePointTwoFivePercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentyFourMember 2021-01-01 2021-03-31 0000069488 mye:FivePointThreeZeroPercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentyFourMember 2021-01-01 2021-03-31 0000069488 mye:FivePointFourFivePercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentySixMember 2021-01-01 2021-03-31 0000069488 mye:LoanAgreementMember 2017-03-31 0000069488 mye:LoanAgreementMember 2021-03-31 0000069488 mye:LoanAgreementMember 2017-03-01 2017-03-31 0000069488 mye:LoanAgreementMember 2021-01-01 2021-03-31 0000069488 us-gaap:OtherNoncurrentAssetsMember 2021-03-31 0000069488 mye:LoanAgreementMember us-gaap:GovernmentGuaranteedCollateralMember 2021-01-01 2021-03-31 0000069488 srt:MinimumMember us-gaap:SeniorNotesMember 2021-03-31 0000069488 srt:MaximumMember us-gaap:SeniorNotesMember 2021-03-31 0000069488 srt:MinimumMember us-gaap:SeniorNotesMember 2021-01-01 2021-03-31 0000069488 srt:MaximumMember us-gaap:SeniorNotesMember 2021-01-01 2021-03-31 0000069488 us-gaap:SeniorNotesMember 2021-03-31 0000069488 mye:FourPointSixSevenPercentSeniorUnsecuredNotesDueJanuaryFifteenTwentyTwentyOneMember 2021-01-01 2021-01-31 0000069488 us-gaap:PensionPlansDefinedBenefitMember 2021-01-01 2021-03-31 0000069488 us-gaap:PensionPlansDefinedBenefitMember 2020-01-01 2020-03-31 0000069488 us-gaap:StateAndLocalJurisdictionMember 2021-01-01 2021-03-31 0000069488 us-gaap:ForeignCountryMember 2021-01-01 2021-03-31 0000069488 srt:MinimumMember 2021-03-31 0000069488 srt:MaximumMember 2021-03-31 0000069488 us-gaap:InterestExpenseMember 2021-01-01 2021-03-31 mye:Segment 0000069488 us-gaap:NonUsMember 2021-01-01 2021-03-31 0000069488 us-gaap:NonUsMember 2020-01-01 2020-03-31 0000069488 us-gaap:CorporateNonSegmentMember 2021-01-01 2021-03-31 0000069488 us-gaap:CorporateNonSegmentMember 2020-01-01 2020-03-31 0000069488 us-gaap:EmployeeSeveranceMember 2021-03-31 0000069488 us-gaap:EmployeeSeveranceMember 2021-01-01 2021-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

☑	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2021

☐	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 1-8524

Myers Industries, Inc.

(Exact name of registrant as specified in its charter)

Ohio	34-0778636
(State or other jurisdiction of	(IRS Employer Identification
incorporation or organization)	Number)

1293 South Main Street
Akron, Ohio	44301
(Address of principal executive offices)	(Zip code)

(330) 253-5592

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
Common Stock, without par value		MYE		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☑
Non-Accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ .

The number of shares outstanding of the issuer’s common stock, without par value, as of April 30, 2021 was 36,086,375 shares.

TABLE OF CONTENTS

Part I — Financial Information	1

Item 1. Financial Statements	1

Condensed Consolidated Statements of Operations (Unaudited)	1

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	2

Condensed Consolidated Statements of Financial Position (Unaudited)	3

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)	4

Condensed Consolidated Statements of Cash Flows (Unaudited)	5

Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3. Quantitative and Qualitative Disclosures About Market Risk	23

Item 4. Controls and Procedures	23

Part II — Other Information	24

Item 1. Legal Proceedings	24

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 6. Exhibits	25

Signature	26

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 101

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)

	For the Quarter Ended March 31,
	2021		2020
Net sales	$	174,429	$	122,250
Cost of sales		124,016		79,767
Gross profit		50,413		42,483
Selling, general and administrative expenses		39,548		31,116
Gain on disposal of fixed assets		—		(7	)
Gain on sale of notes receivable		—		(11,924	)
Operating income		10,865		23,298
Interest expense, net		995		1,069
Income before income taxes		9,870		22,229
Income tax expense		2,565		5,503
Net income	$	7,305	$	16,726
Net income per common share:
Basic	$	0.20	$	0.47
Diluted	$	0.20	$	0.47

See notes to unaudited condensed consolidated financial statements.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(Dollars in thousands)

	For the Quarter Ended March 31,
	2021		2020
Net income	$	7,305	$	16,726
Other comprehensive income (loss):
Foreign currency translation adjustment		411		(2,755	)
Total other comprehensive income (loss)		411		(2,755	)
Comprehensive income	$	7,716	$	13,971

See notes to unaudited condensed consolidated financial statements.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Position (Unaudited)

(Dollars in thousands)

	March 31,			December 31,
	2021			2020
Assets
Current Assets
Cash	$	16,666		$	28,301
Accounts receivable, less allowances of $3,414 and $3,278, respectively		94,619			83,701
Income tax receivable		—			1,049
Inventories, net		69,848			65,919
Prepaid expenses and other current assets		9,614			4,760
Total Current Assets		190,747			183,730
Property, plant, and equipment, net		83,220			73,953
Right of use asset - operating leases		20,820			18,390
Goodwill		79,354			79,256
Intangible assets, net		39,844			41,038
Deferred income taxes		84			84
Other		6,212			3,564
Total Assets	$	420,281		$	400,015

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	69,933		$	61,150
Accrued employee compensation		15,589			14,499
Income taxes payable		2,954			—
Accrued taxes payable, other than income taxes		2,111			2,524
Accrued interest		476			1,785
Other current liabilities		17,871			17,936
Operating lease liability - short-term		4,269			4,359
Finance lease liability - short-term		487			—
Long-term debt - current portion		—			39,994
Total Current Liabilities		113,690			142,247
Long-term debt		70,928			37,582
Operating lease liability - long-term		16,300			13,755
Finance lease liability - long-term		9,812			—
Other liabilities		14,303			14,373
Deferred income taxes		995			2,958

Shareholders’ Equity
Serial Preferred Shares (authorized 1,000,000 shares; none issued and outstanding)		—			—
Common Shares, without par value (authorized 60,000,000 shares; outstanding 36,078,884 and 35,921,025; net of treasury shares of 6,473,573 and 6,631,432, respectively)		22,054			21,939
Additional paid-in capital		303,127			300,852
Accumulated other comprehensive loss		(15,362	)		(15,773	)
Retained deficit		(115,566	)		(117,918	)
Total Shareholders’ Equity		194,253			189,100
Total Liabilities and Shareholders’ Equity	$	420,281		$	400,015

See notes to unaudited condensed consolidated financial statements.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(Dollars in thousands, except per share data)

	Quarter Ended March 31, 2021
	Common Shares		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at January 1, 2021	$	21,939	$	300,852		$	(15,773	)	$	(117,918	)	$	189,100
Net income		—		—			—			7,305			7,305
Foreign currency translation adjustment		—		—			411			—			411
Shares issued under incentive plans, net of shares withheld for tax		115		1,122			—			—			1,237
Stock compensation expense		—		1,153			—			—			1,153
Declared dividends - $0.135 per share		—		—			—			(4,953	)		(4,953	)
Balance at March 31, 2021	$	22,054	$	303,127		$	(15,362	)	$	(115,566	)	$	194,253

	Quarter Ended March 31, 2020
	Common Shares		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at January 1, 2020	$	21,785	$	296,363		$	(16,349	)	$	(135,117	)	$	166,682
Net income		—		—			—			16,726			16,726
Foreign currency translation adjustment		—		—			(2,755	)		—			(2,755	)
Shares issued under incentive plans, net of shares withheld for tax		43		(280	)		—			—			(237	)
Stock compensation expense		—		653			—			—			653
Declared dividends - $0.135 per share		—		—			—			(4,846	)		(4,846	)
Balance at March 31, 2020	$	21,828	$	296,736		$	(19,104	)	$	(123,237	)	$	176,223

See notes to unaudited condensed consolidated financial statements.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

	For the Quarter Ended March 31,
	2021			2020
Cash Flows From Operating Activities
Net income	$	7,305		$	16,726
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Depreciation		3,966			3,553
Amortization		1,295			2,271
Non-cash stock-based compensation expense		1,153			653
Gain on disposal of fixed assets		—			(7	)
Gain on sale of notes receivable		—			(11,924	)
Other		(1,288	)		241
Other long-term liabilities		8			(104	)
Cash flows provided by (used for) working capital
Accounts receivable		(10,901	)		(3,524	)
Inventories		(3,861	)		(5,209	)
Prepaid expenses and other current assets		(4,854	)		(218	)
Accounts payable and accrued expenses		13,765			2,569
Net cash provided by (used for) operating activities		6,588			5,027
Cash Flows From Investing Activities
Capital expenditures		(5,238	)		(2,490	)
Acquisition of business		(1,223	)		(691	)
Proceeds on sale of notes receivable		—			1,200
Net cash provided by (used for) investing activities		(6,461	)		(1,981	)
Cash Flows From Financing Activities
Net borrowings from revolving credit facility		33,000			—
Repayments of long-term debt		(40,000	)		—
Payments on finance lease		(40	)		—
Cash dividends paid		(4,906	)		(4,899	)
Proceeds from issuance of common stock		1,900			125
Shares withheld for employee taxes on equity awards		(663	)		(362	)
Deferred financing fees		(1,095	)		—
Net cash provided by (used for) financing activities		(11,804	)		(5,136	)
Foreign exchange rate effect on cash		42			(223	)
Net decrease in cash		(11,635	)		(2,313	)
Cash at January 1		28,301			75,527
Cash at March 31	$	16,666		$	73,214

See notes to unaudited condensed consolidated financial statements.

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, 2020.

In the opinion of the Company, the accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of March 31, 2021, and the results of operations and cash flows for the periods presented. The results of operations for the quarter ended March 31, 2021 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2021.

Accounting Standards Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by clarifying and amending existing guidance to improve consistent application. Certain amendments within this ASU are required to be applied on a retrospective basis, certain other amendments are required to be applied on a modified retrospective basis and all other amendments on a prospective basis. The Company adopted this standard effective January 1, 2021 and the adoption of this standard did not have a material impact 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 debt under the Company’s Loan Agreement, as defined in Note 12, approximates carrying value due to the floating rates and relative short maturity (less than 90 days) of any revolving borrowings under this agreement. The fair value of the Company’s fixed rate senior unsecured notes was estimated using market observable inputs for the Company’s comparable peers with public debt, including quoted prices in active markets and interest rate measurements which are considered Level 2 inputs. At March 31, 2021 and December 31, 2020, the aggregate fair value of the Company's outstanding fixed rate senior unsecured notes was estimated to be $41.7 million and $80.9 million, respectively.

The purchase price allocation associated with the November 10, 2020 acquisition of Elkhart Plastics, Inc. (“Elkhart Plastics”), as described in Note 3, required fair value measurements using unobservable inputs which are considered Level 3 inputs. The fair value of the acquired intangible assets was determined using an income approach.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) are as follows:

	Foreign Currency			Defined Benefit Pension Plans			Total
Balance at January 1, 2021	$	(13,974	)	$	(1,799	)	$	(15,773	)
Other comprehensive income (loss) before reclassifications		411			—			411
Net current-period other comprehensive income (loss)		411			—			411
Balance at March 31, 2021	$	(13,563	)	$	(1,799	)	$	(15,362	)

	Foreign Currency			Defined Benefit Pension Plans			Total
Balance at January 1, 2020	$	(14,602	)	$	(1,747	)	$	(16,349	)
Other comprehensive income (loss) before reclassifications		(2,755	)		—			(2,755	)
Net current-period other comprehensive income (loss)		(2,755	)		—			(2,755	)
Balance at March 31, 2020	$	(17,357	)	$	(1,747	)	$	(19,104	)

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 for the quarter ended March 31, 2021 and 2020 were as follows:

	2021			2020
Balance at January 1	$	2,335		$	1,356
Provision for expected credit loss, net of recoveries		58			148
Write-offs and other		(132	)		(231	)
Balance at March 31	$	2,261		$	1,273

2. Revenue Recognition

The Company’s revenue by major market is as follows:

	For the Quarter Ended March 31, 2021
	Material Handling		Distribution		Inter-company			Consolidated
Consumer	$	25,395	$	—	$	—		$	25,395
Vehicle		42,192		—		—			42,192
Food and beverage		21,417		—		—			21,417
Industrial		40,889		—		(14	)		40,875
Auto aftermarket		—		44,550		—			44,550
Total net sales	$	129,893	$	44,550	$	(14	)	$	174,429

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

	For the Quarter Ended March 31, 2020
	Material Handling		Distribution		Inter-company			Consolidated
Consumer	$	20,287	$	—	$	—		$	20,287
Vehicle		16,312		—		—			16,312
Food and beverage		17,419		—		—			17,419
Industrial		30,058		—		(21	)		30,037
Auto aftermarket		—		38,195		—			38,195
Total net sales	$	84,076	$	38,195	$	(21	)	$	122,250

Revenue is recognized when obligations under the terms of a contract with customers are satisfied. In both the Distribution and Material Handling segments, this generally occurs with the transfer of control of the products. This transfer of control may occur at either the time of shipment from a Company facility, or at the time of delivery to a designated customer location. Obligations under contracts with customers are typically fulfilled within 90 days of receiving a purchase order from a customer, and generally no other future obligations are required to be performed. The Company generally does not enter into any long-term contracts with customers greater than one year. Based on the nature of the Company’s products and customer contracts, no deferred revenue has been recorded, with the exception of cash advances or deposits received from customers prior to transfer of control of the product. These advances are typically fulfilled within the 90-day time frame mentioned above.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring the products. Certain contracts with customers include variable consideration, such as rebates or discounts. The Company recognizes estimates of this variable consideration each period, primarily based on the most likely level of consideration to be paid to the customer under the specific terms of the underlying programs. While the Company’s contracts with customers do not generally include explicit rights to return product, the Company will in practice allow returns in the normal course of business and as part of the customer relationship. Expected returns allowances are recognized each period based on an analysis of historical experience, and when physical recovery of the product from returns occurs, an estimated right to return asset is also recorded based on the approximate cost of the product.

Amounts included in the Condensed Consolidated Statements of Financial Position (Unaudited) related to revenue recognition include:

	March 31,			December 31,			Statement of Financial Position
	2021			2020			Classification
Returns, discounts and other allowances	$	(1,153	)	$	(943	)	Accounts receivable
Right of return asset	$	374		$	357		Inventories, net
Customer deposits	$	(1,119	)	$	(195	)	Other current liabilities
Accrued rebates	$	(2,549	)	$	(2,712	)	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 and is classified as Selling, General and Administrative expenses for the Company’s manufacturing business and as Cost of Sales for the Company’s distribution business. Costs for shipments to customers in Selling, General and Administrative expenses were approximately $2.5 million and $1.7 million for the quarters ended March 31, 2021 and 2020, respectively, and in Cost of Sales were approximately $1.6 million and $1.4 million for the quarters ended March 31, 2021 and 2020, respectively.

Based on the short-term nature of contracts described above, contract acquisition costs are not significant. These costs, as well as other incidental items that are immaterial in the context of the contract, are recognized as expense as incurred.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

3. Acquisitions

Elkhart Plastics

On November 10, 2020, the Company acquired the assets of Elkhart Plastics, a manufacturer of engineered products for the RV, marine, agricultural, construction, truck and other industries, which is included in the Company’s Material Handling Segment. The Elkhart Plastics acquisition aligns with the Company’s long-term strategic plan to transform the Company into a high-growth, customer-centric innovator of value-added engineered plastic solutions. The purchase price for the acquisition was $64.0 million, including a preliminary estimated working capital adjustment of $1.4 million, of which $1.2 million was settled in March 2021, and the remainder remains subject to further adjustment based on the final working capital. The Company funded the acquisition using available cash.

The acquisition of Elkhart Plastics was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. The following table summarized the allocation of the purchase price based on the estimated fair value of assets acquired and liabilities assumed based on their preliminary estimated fair values at the acquisition date, which are subject to adjustment. The purchase accounting will be finalized within one year from the acquisition date.

Assets acquired:
Accounts receivable	$	12,026
Inventories		13,639
Prepaid expenses		960
Other assets - long term		34
Property, plant and equipment		18,038
Right of use asset - operating leases		13,757
Intangible assets		16,627
Goodwill		12,277
Assets acquired	$	87,358

Liabilities assumed:
Accounts payable	$	5,603
Accrued expenses		4,480
Operating lease liability - short term		2,390
Operating lease liability - long term		10,867
Total liabilities assumed		23,340

Net acquisition cost	$	64,018

The goodwill represents the future economic benefits arising from other assets acquired that could not be individually and separately recognized, and the Company expects that the goodwill recognized for the acquisition will be deductible for tax purposes.

The intangible assets included above consist of the following:

	Fair Value		Weighted Average Estimated Useful Life
Customer relationships	$	10,210	18.0 years
Trade name		5,817	10.0 years
Non-competition agreements		600	5.0 years
Total amortizable intangible assets	$	16,627

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

Tuffy

On August 26, 2019, the Company acquired the assets of Tuffy Manufacturing Industries, Inc. (“Tuffy”), a warehouse distributor of tire repair equipment and supplies, which is included in the Distribution Segment. The Tuffy acquisition aligns with the Company’s strategy to grow in key niche markets and focus on strategic account customers. The purchase price for the acquisition was $18.7 million, including a working capital adjustment of $0.7 million that was paid in 2020. The Company funded the acquisition using available cash.

4. Settlement of Note Receivable and Lease Guarantee

In 2015, the Company sold its Lawn and Garden business to an entity controlled by Wingate Partners V, L.P. (“L&G Buyer”), which later became HC Companies, Inc. (“HC”). The terms of the sale included promissory notes from HC. Due to uncertainty of collection, a provision for expected loss of $23.0 million was recorded within continuing operations during 2018 to fully impair the notes and corresponding interest receivable.

Also, in connection with the sale of the Lawn and Garden business, the Company became a guarantor for any remaining rent payments under one of HC’s facility leases expiring in September 2025. Annual rent for the facility was approximately $2 million. Due to the financial risk associated with HC, the Company assessed its range of potential obligations under the lease guarantee, and recorded a liability and related pre-tax charge of $10.3 million during 2018. The carrying value of the lease contingency as of December 31, 2019 was $10.7 million, which represented the initial liability recorded plus accretion.

In January 2020, the Company sold to HC the fully-reserved promissory notes and related accrued interest receivable in exchange for $1.2 million and the release from the lease guarantee resulting in an $11.9 million pre-tax gain.

5. Restructuring

In March 2019, the Company committed to implementing a restructuring plan involving its Ameri-Kart Corp. subsidiary (“Ameri-Kart”) that operates a rotational molding business within the Material Handling Segment. The Company plans to consolidate manufacturing operations currently conducted at Ameri-Kart’s Cassopolis, Michigan and Bristol, Indiana facilities with expanded operations in a new facility in Bristol, Indiana (the “Ameri-Kart Plan”). In December 2019, as amended in March 2021, Ameri-Kart entered into a lease agreement for a newly constructed manufacturing and distribution facility in Bristol, Indiana. The building became substantially complete in March 2021 as defined in the lease agreement, and the 15-year finance lease of the new Bristol facility commenced. In connection with the lease agreement, Ameri-Kart agreed to sell its original Bristol facility for $3.0 million and lease it back for a period of 5 years. At March 31, 2021, this sale-leaseback transaction had not yet closed. At March 31, 2021 and December 31, 2020, the $1.9 million carrying value of the original Bristol facility was classified as held for sale and included in Other Assets pending closing of the sale transaction. While Ameri-Kart has taken possession of the new Bristol facility, construction remains in process as of March 31, 2021 to complete it for its intended use. In December 2020, Ameri-Kart also provided one-year advance notice of termination for the lease of its Cassopolis, Michigan facility.

The Ameri-Kart Plan is expected to be substantially completed in 2021 and total restructuring costs expected to be incurred are approximately $1.3 million, primarily related to equipment relocation and facility shut down costs. No restructuring charges were incurred during the quarters ended March 31, 2021 or 2020.

6. 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 40 percent of inventories are valued using the LIFO method of determining cost. All other inventories are valued using the FIFO method of determining cost. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on inventory levels and costs at that time. Accordingly, interim LIFO calculations must be based on management’s estimates of expected year-end inventory levels and costs. Because these calculations are subject to many factors beyond management’s control, annual results may differ from interim results as they are subject to the final year-end LIFO inventory valuation. Based on management’s projections of inventory levels and costs, no adjustment to the LIFO reserve was recorded for the quarters ended March 31, 2021 or 2020.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

Inventories consisted of the following:

	March 31,		December 31,
	2021		2020
Finished and in-process products	$	43,458	$	42,304
Raw materials and supplies		26,390		23,615
	$	69,848	$	65,919

7. Other Liabilities

The balance in Other Current Liabilities is comprised of the following:

	March 31,		December 31,
	2021		2020
Customer deposits and accrued rebates	$	3,668	$	2,907
Dividends payable		5,299		5,251
Accrued litigation, claims and professional fees		1,001		306
Current portion of environmental reserves		1,428		1,433
Other accrued expenses		6,475		8,039
	$	17,871	$	17,936

The balance in Other Liabilities (long-term) is comprised of the following:

	March 31,		December 31,
	2021		2020
Environmental reserves	$	7,388	$	7,266
Supplemental executive retirement plan liability		1,423		1,510
Pension liability		931		941
Other long-term liabilities		4,561		4,656
	$	14,303	$	14,373

8. Goodwill and Intangible Assets

The change in goodwill for the quarter ended March 31, 2021 was as follows:

	Distribution		Material Handling			Total
January 1, 2021	$	7,648	$	71,608		$	79,256
Purchase accounting adjustment		—		(35	)		(35	)
Foreign currency translation		—		133			133
March 31, 2021	$	7,648	$	71,706		$	79,354

Intangible assets other than goodwill primarily consist of trade names, customer relationships, patents, non-competition agreements and technology assets established in connection with acquisitions. These intangible assets, other than certain trade names, are amortized over their estimated useful lives. Indefinite-lived trade names had a carrying value of $9.8 million at both March 31, 2021 and December 31, 2020. Refer to Note 3 for the intangible assets acquired through the Elkhart Plastics acquisition in November 2020.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

9. Net Income per Common Share

Net income per common share, as shown on the accompanying Condensed Consolidated Statements of Operations (Unaudited), is determined on the basis of the weighted average number of common shares outstanding during the periods as follows:

	For the Quarter Ended March 31,
	2021		2020
Weighted average common shares outstanding basic		35,993,331		35,723,979
Dilutive effect of stock options and restricted stock		297,500		104,449
Weighted average common shares outstanding diluted		36,290,831		35,828,428

There were no options to purchase shares of common stock excluded from the computation of diluted earnings for the quarter ended March 31, 2021. Options to purchase 401,197 shares of common stock that were outstanding for the quarter ended March 31, 2020 were not included in the computation of diluted earnings per share as the exercise prices of these options were greater than the average market price of common shares, and were therefore anti-dilutive.

10. Stock Compensation

The Company’s Amended and Restated 2017 Incentive Stock Plan (the “2017 Plan”) authorizes the Compensation and Management Development Committee of the Board of Directors (“Compensation Committee”) to issue up to 5,126,950 shares of various stock awards including stock options, performance stock units, restricted stock units and other forms of equity-based awards to key employees and directors. No new awards may be issued under the 2017 Plan after April 29, 2021. Options granted and outstanding vest over the requisite service period and expire ten years from the date of grant.

The Company’s 2021 Long-Term Incentive Plan (the “2021 Plan”) was adopted by the Board of Directors on March 4, 2021, amended by the Board of Directors on April 20, 2021, and approved by shareholders in the annual shareholder meeting on April 29, 2021. The 2021 Plan authorizes the Compensation Committee to issue up to 2,000,000 additional various stock awards including stock options, performance stock units, restricted stock units and other forms of equity-based awards.

Stock compensation expense was approximately $1.2 million and $0.7 million for the quarters ended March 31, 2021 and 2020, respectively. These expenses are included in Selling, General and Administrative expenses. Total unrecognized compensation cost related to non-vested stock-based compensation arrangements at March 31, 2021 was approximately $7.7 million, which will be recognized over the next three years, as such compensation is earned.

11. 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.

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 engaged in negotiations with the EPA with respect to a draft Administrative Order of Consent (“AOC”) proposed by the EPA for the Remedial Investigation/Feasibility Study (“RI/FS”) to determine the extent of remediation necessary and the screening of alternatives.

During the fourth quarter of 2018, the Company and the EPA finalized the AOC and related Statement of Work (“SOW”) with regards to the New Idria Mine. The AOC is effective as of November 27, 2018, the date that it was executed by the EPA. The AOC and accompanying SOW document the terms, conditions and procedures for the Company’s performance of the RI/FS. In addition, the AOC required the Company to provide $2 million of financial assurance to the EPA to secure its performance during the estimated life of the RI/FS. In January 2019, the Company provided a letter of credit to satisfy this assurance requirement. The AOC also includes provisions for payment by the Company of the EPA’s costs of oversight of the RI/FS, including a prepayment in the amount of $0.2 million, which was paid in January 2019.

A draft work plan for the RI/FS, in accordance with the AOC and related SOW, was submitted to the EPA for review and approval in July 2019. Upon preparation of the draft work plan for the RI/FS, the Company received preliminary estimates from its consultants for the cost of the execution of the work plan. Based on these preliminary estimates, the Company recognized additional expense of $4.0 million during the second quarter of 2019. These preliminary estimates will continue to be refined through the finalization and approval of the draft work plan, which is anticipated to occur in 2021. The Company believes it has insurance coverage that applies to the New Idria Mine and thus may be able to recover a portion of the estimated costs; however, as of March 31, 2021, the Company has not recognized potential recovery in its condensed consolidated financial statements.

As part of the Notice Letter, the EPA also made a claim for approximately $1.6 million in past costs for actions it claims it has taken in connection with the New Idria Mine from 1993 through February 2014. While the Company is evaluating this past cost claim and may challenge portions of it, in 2015 the Company recognized an expense of $1.3 million related to the claim. In December 2020, the EPA updated its claim to include past costs incurred from March 2014 through June 2020. As a result, the Company recognized additional expense of $0.5 million during the fourth quarter of 2020.

Since October 2011, when New Idria was added to the Superfund National Priorities List by the EPA, the Company has recognized $10.4 million of costs, of which approximately $3.1 million has been paid through March 31, 2021. These costs are comprised primarily of estimates to perform the RI/FS, negotiation of the AOC, identification of possible insurance resources and other PRPs, EPA oversight fees, past cost claims made by the EPA, periodic monitoring, and responses to unilateral administrative orders issued by the EPA. No expenses were recorded related to the New Idria Mine in the quarters ended March 31, 2021 and 2020. As of March 31, 2021, the Company has a total reserve of $7.3 million related to the New Idria Mine, of which $1.1 million is classified in Other Current Liabilities and $6.2 million in Other Liabilities (long-term).

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 the Company’s liability are based on current facts, laws, regulations and technology. Estimates of the Company’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.

At this time, we have not accrued for remediation costs in connection with this site as we are unable to estimate the liability, given the circumstances referred to above, including the fact that the final remediation strategy has not yet been determined.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

New Almaden Mine

A number of parties, including the Company and its subsidiary, Buckhorn (as successor to NIMCC), were alleged by trustee agencies of the United States and the State of California to be responsible for natural resource damages due to environmental contamination of areas comprising the historical New Almaden mercury mines located in the Guadalupe River Watershed region in Santa Clara County, California (“County”). In 2005, Buckhorn and the Company, without admitting liability or chain of ownership of NIMCC, resolved the trustees’ claim against them through a consent decree that required them to contribute financially to the implementation by the County of an environmentally beneficial project within the impacted area. Buckhorn and the Company negotiated an agreement with the County, whereby Buckhorn and the Company agreed to reimburse one-half of the County’s costs of implementing the project. The latest estimates received in 2016 from the County provided for an expanded scope and revised the estimate of costs for implementing the project to between $3.3 million and $4.4 million. The Company completed a detailed review of the support provided by the County for the revised estimate, and as a result, recognized additional expense of $1.2 million in 2016. No costs were incurred related to New Almaden in the quarters ended March 31, 2021 or 2020. As of March 31, 2021, the Company has a total reserve of $1.5 million related to the New Almaden Mine, of which $0.3 million is classified in Other Current Liabilities and $1.2 million in Other Liabilities (long-term).

The project has not yet been implemented though significant work on design and planning has been performed. The Company is currently awaiting notice from Santa Clara County on the expected timing of fieldwork to commence. As work on the project occurs, 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.

Patent Infringement

On December 11, 2018, No Spill Inc. filed suit against Scepter Manufacturing LLC and Scepter Corporation in the United States District Court for the District of Kansas asserting infringement of two patents, breach of contract, and trade dress claims in relation to plastic gasoline containers Scepter manufactures and sells in the United States. Scepter Canada, Inc. was later added in a second amended complaint. On November 15, 2019 the court dismissed Scepter Corporation from the action. While a full schedule through trial in the case has not yet been issued, a claim construction hearing is scheduled for May 13^th, 2021. The Scepter companies intend to defend themselves vigorously in this matter. On December 28, 2019, Scepter Canada, Inc. filed petitions for inter partes review (“IPR”) of the two patents asserted by No Spill, Inc. in the District of Kansas litigation. The U.S. Patent & Trademark Office (“USPTO”) instituted one IPR and denied the other. For the instituted IPR, a final decision on the validity of the patent is expected by July 2021. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of this matter, and is unable at this time to determine whether the outcome of the litigation will have a material impact on its results of operations, financial condition, or cash flows. Accordingly, the Company has not recorded any reserves for this matter.

12. Long-Term Debt and Loan Agreements

Long-term debt consisted of the following:

	March 31,		December 31,
	2021		2020
Loan Agreement	$	33,000	$	—
4.67% Senior Unsecured Notes due January 15, 2021		—		40,000
5.25% Senior Unsecured Notes due January 15, 2024		11,000		11,000
5.30% Senior Unsecured Notes due January 15, 2024		15,000		15,000
5.45% Senior Unsecured Notes due January 15, 2026		12,000		12,000
		71,000		78,000
Less unamortized deferred financing costs		72		424
		70,928		77,576
Less current portion long-term debt		—		39,994
Long-term debt	$	70,928	$	37,582

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

In March 2021, the Company entered into a Sixth Amended and Restated Loan Agreement (the “Sixth Amendment”), which amended the Fifth Amended and Restated Loan Agreement (collectively, the “Loan Agreement”) dated March 2017. The Sixth Amendment increased the senior revolving credit facility’s borrowing limit to $250 million from $200 million, extended the maturity date to March 2024 from March 2022, and increased flexibility of the financial and other covenants and provisions. Amounts borrowed under the credit facility are secured by pledges of stock of certain of the Company’s foreign subsidiaries and guaranties of certain of its domestic subsidiaries. In connection with the Sixth Amendment, the Company incurred $1.1 million of deferred financing fees, which are included in Other Assets (long-term).

As of March 31, 2021, the Company had $211.2 million available under the Loan Agreement. The Company had $5.8 million of letters of credit issued related to insurance and other contracts requiring financial assurance in the ordinary course of business, including the $2 million provided to the EPA as discussed in Note 11. Borrowings under the Loan Agreement bear interest at the LIBOR rate, prime rate, federal funds effective rate, the Canadian deposit offered rate, or the euro currency reference rate depending on the type of loan requested by the Company, plus the applicable margin as set forth in the Loan Agreement.

The Company also holds Senior Unsecured Notes (“Notes”), which range in face value from $11.0 million to $15.0 million, with interest rates ranging from 5.25% to 5.45%, payable semiannually, and maturing between January 2024 and January 2026. At March 31, 2021, $38.0 million of the Notes were outstanding. In January 2021, the Company repaid the $40.0 million note upon maturity with a combination of cash and proceeds under the Loan Agreement.

The weighted average interest rate on borrowings under the Company’s long-term debt was 5.33% and 6.24% for the quarters ended March 31, 2021 and 2020, respectively, which includes a quarterly facility fee on the used and unused portion, as well as amortization of deferred financing costs.

As of March 31, 2021, the Company was in compliance with all of its debt covenants associated with its Loan Agreement and Notes. The most restrictive financial covenants for all of the Company’s debt are a leverage ratio (defined as total 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).

13. Retirement Plans

The Company and certain of its subsidiaries have pension and profit sharing plans covering substantially all of their employees. The Company’s defined benefit pension plan, The Pension Agreement between Akro-Mils and United Steelworkers of America Local No. 1761-02, provides benefits primarily based upon a fixed amount for each year of service. The plan was frozen in 2007, and no benefits for service were accumulated after this date.

Net periodic pension cost is as follows:

	For the Quarter Ended March 31,
	2021			2020
Interest cost	$	38		$	48
Expected return on assets		(48	)		(51	)
Amortization of net loss		21			20
Net periodic pension cost	$	11		$	17

The Company expects to make contributions to the plan totaling $112 in 2021.

14. Income Taxes

The Company’s effective tax rate was 26.0% for the quarter ended March 31, 2021 compared to 24.8% for the quarter ended March 31, 2020. The effective income tax rate for both periods was different than the Company’s statutory rate, primarily due to state taxes and non-deductible expenses.

The total amount of gross unrecognized tax benefits that would reduce the Company’s effective tax rate was $0.8 million at March 31, 2021 and December 31, 2020.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

The Company and its subsidiaries file U.S. Federal, state and local, and non-U.S. income tax returns. As of March 31, 2021, the Company is no longer subject to U.S. Federal examination by tax authorities for tax years before 2015. The Company’s 2017 U.S. Federal tax return is currently under audit by the Internal Revenue Service (“IRS”). The IRS began the examination in 2019 and there have been no changes resulting from this audit as of March 31, 2021. The Company is subject to state and local examinations for tax years of 2015 through 2019. In addition, the Company is subject to non-U.S. income tax examinations for tax years of 2015 through 2019.

15. Leases

The Company determines if an arrangement is a lease at inception. The Company has leases for manufacturing facilities, distribution centers, warehouses, office space and equipment, with remaining lease terms of one to fifteen years. Certain of these leases include options to extend the lease for up to five years, and some include options to terminate the lease early. Leases with an initial term of 12 months or less are not recorded on the statement of financial position; the Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Operating leases with an initial term greater than 12 months are included in right of use asset – operating leases (“ROU assets”), operating lease liability – short term, and operating lease liability – long term and finance leases are included property, plant and equipment, finance lease liability – short term, and finance lease liability – long term in the Condensed Consolidated Statement of Financial Position (Unaudited).

The ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent the obligation to make lease payments. ROU assets and lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. When leases do not provide an implicit rate, the Company’s incremental borrowing rate is used, which is then applied at the portfolio level, based on the information available at commencement date in determining the present value of lease payments. The Company has also elected not to separate lease and non-lease components. The lease terms include options to extend or terminate the lease when it is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.

Amounts included in the Condensed Consolidated Statement of Financial Position (Unaudited) related to leases include:

		March 31,		December 31,
	Classification	2021		2020
Assets:
Operating lease assets	Right of use asset - operating leases	$	20,820	$	18,390
Finance lease assets	Property, plant and equipment, net		10,282		—
Total lease assets		$	31,102	$	18,390

Liabilities:
Current	Operating lease liability - short-term	$	4,269	$	4,359
Long-term	Operating lease liability - long-term		16,300		13,755
Total operating lease liabilities		$	20,569	$	18,114
Current	Finance lease liability - short-term	$	487	$	—
Long-term	Finance lease liability - long-term		9,812		—
Total finance lease liabilities			10,299		—
Total lease liabilities		$	30,868	$	18,114

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

The components of lease expense include:

		For the Quarter Ended March 31,
Lease Cost	Classification	2021		2020
Operating lease cost ⁽¹⁾	Cost of sales	$	1,070	$	399
Operating lease cost ⁽¹⁾	Selling, general and administrative expenses		551		441
Finance lease cost
Depreciation expense	Cost of sales		57		—
Interest expense on lease liabilities	Interest expense, net		30		—
Total lease cost		$	1,708	$	840

(1)	Includes short-term leases and variable lease costs, which are immaterial

Supplemental cash flow information related to leases was as follows:

	For the Quarter Ended March 31,
Supplemental Cash Flow Information	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,252	$	622
Operating cash flows from finance leases	$	30	$	—
Financing cash flows from finance leases	$	40	$	—
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	3,523	$	—
Finance leases	$	10,339	$	—

Lease Term and Discount Rate	March 31, 2021			December 31, 2020
Weighted-average remaining lease term (years):
Operating leases		6.53			5.66
Finance leases		14.93			—
Weighted-average discount rate:
Operating leases		3.6	%		3.7	%
Finance leases		3.5	%		—

Maturity of Lease Liabilities - As of March 31, 2021	Operating Leases			Finance Leases			Total
2021⁽¹⁾	$	3,750		$	630		$	4,380
2022		4,433			840			5,273
2023		3,835			840			4,675
2024		2,472			861			3,333
2025		1,682			865			2,547
After 2025		6,827			9,273			16,100
Total lease payments		22,999			13,309			36,308
Less: interest		(2,430	)		(3,010	)		(5,440	)
Present value of lease liabilities	$	20,569		$	10,299		$	30,868

(1)	Represents amounts due in 2021 after March 31, 2021

In March 2021, a 15-year finance lease for a new manufacturing and distribution facility in Bristol, Indiana commenced. While the Company has taken possession of the new Bristol facility, construction remains in process as of March 31, 2021 to complete it for its intended use. As described in Note 5, this lease agreement was in connection with the Ameri-Kart Plan, which includes facility consolidation for this business within the Material Handling Segment.

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)

(Dollars in thousands, except where otherwise indicated)

16. Industry Segments

The Company manages its business under two operating segments, Material Handling and Distribution, consistent with the manner in which the Chief Operating Decision Maker (“CODM”) evaluates performance and makes resource allocation decisions. None of the reportable segments include operating segments that have been aggregated. These segments contain individual business components that have been combined on the basis of common management, customers, products, production processes and other economic characteristics. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up.

The Material Handling Segment manufactures a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products and rotationally-molded plastic tanks for water, fuel and waste handling. This segment conducts its primary operations in the United States and Canada. Markets served include industrial manufacturing, food processing, retail/wholesale products distribution, agriculture, automotive, recreational vehicles, marine vehicles, healthcare, appliance, bakery, electronics, textiles and consumer, among others. Products are sold both directly to end-users and through distributors. The acquisition of Elkhart Plastics, described in Note 3, is included in the Material Handling Segment.

The Distribution Segment is engaged in the distribution of equipment, tools, and supplies used for tire servicing and automotive undervehicle repair and the manufacture of tire repair and retreading products. The product line includes categories such as tire valves and accessories, tire changing and balancing equipment, lifts and alignment equipment, service equipment and tools, and tire repair/retread supplies. The Distribution Segment also manufactures and sells certain traffic markings, including reflective highway marking tape. The Distribution Segment operates domestically through its sales offices and five regional distribution centers in the United States, and in certain foreign countries through export sales. In addition, the Distribution Segment operates directly in certain foreign markets, principally Central America, through foreign branch operations. Markets served include retail and truck tire dealers, commercial auto and truck fleets, auto dealers, general service and repair centers, tire retreaders, and government agencies. The acquisition of Tuffy, described in Note 3, is included within the Distribution Segment.

Total sales from foreign business units were approximately $11.0 million and $9.0 million for the quarters ended March 31, 2021 and 2020, respectively.

Summarized segment detail for the quarters ended March 31, 2021 and 2020 are presented in the following table:

	For the Quarter Ended March 31,
	2021			2020
Net Sales
Material Handling	$	129,893		$	84,076
Distribution		44,550			38,195
Inter-company sales		(14	)		(21	)
Total net sales	$	174,429		$	122,250

Operating income
Material Handling	$	16,927		$	15,167
Distribution ⁽¹⁾		1,438			1,850
Corporate ^{(1) (2)}		(7,500	)		6,281
Total operating income		10,865			23,298
Interest expense, net		(995	)		(1,069	)
Income before income taxes	$	9,870		$	22,229

(1)

In the quarter ended March 31, 2021, the Company recognized $0.8 million of executive severance, of which $0.5 million was recognized in the Distribution Segment and $0.3 million was recognized in Corporate. This executive severance cost includes $0.5 million of severance and benefits and $0.3 million of charges for acceleration of stock compensation.

(2)	In the quarter ended March 31, 2020, the Company recognized in Corporate an $11.9 million gain on the sale of notes receivable as described in Note 4.

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 inherent 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 include, without limitation, impacts from the novel coronavirus (“COVID-19”) pandemic on our business, operations, customers and capital position; the impact of COVID-19 on local, national and global economic conditions; the effects of various governmental responses to the COVID-19 pandemic; raw material availability, increases in raw material costs, or other production costs; risks associated with our strategic growth initiatives or the failure to achieve the anticipated benefits of such initiatives; unanticipated downturn in business relationships with customers or their purchases; competitive pressures on sales and pricing; changes in the markets for the Company’s business segments; changes in trends and demands in the markets in which the Company competes; operational problems at our manufacturing facilities or unexpected failures at those facilities; future economic and financial conditions in the United States and around the world; inability of the Company to meet future capital requirements; claims, litigation and regulatory actions against the Company; changes in laws and regulations affecting the Company; 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, 2020. Given these factors, as well as other variables that may affect our operating results, readers should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance, nor use historical trends to anticipate results or trends in future periods. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company expressly disclaims any obligation or intention to provide updates to the forward-looking statements and the estimates and assumptions associated with them.

Executive Overview

The Company conducts its business activities in two reportable segments: The Material Handling Segment and the Distribution Segment.

The Company designs, manufactures, and markets a variety of plastic and rubber products. The Material Handling Segment manufactures products that range from plastic reusable material handling containers and small parts storage bins to plastic OEM parts, custom plastic products, consumer fuel containers, military water containers as well as ammunition packaging and shipping containers. The Distribution Segment is engaged in the distribution of tools, equipment and supplies used for tire, wheel and under vehicle service on passenger, heavy truck and off-road vehicles, as well as the manufacturing of tire repair and retreading products.

The Company’s results of operations for the quarter ended March 31, 2021 are discussed below. In March 2020, the COVID-19 pandemic began to affect the U.S. economy and has created additional uncertainty for the Company’s operations. Regulatory actions in response to COVID-19 have varied across jurisdictions and have included closure of nonessential businesses. While the effects from the pandemic appear to be improving compared to 2020, the duration and extent of these measures put in place to slow the spread of COVID-19 remain unknown, including possible reimplementation of any measures that have been removed or relaxed. Through the date of this report, most of the Company’s businesses are considered essential because they supply food and agricultural, automotive, healthcare, industrial and consumer end markets. Accordingly, those businesses have continued to operate. During 2020, the Company experienced temporary closures of certain facilities as a result of the pandemic, including certain manufacturing facilities in the Material Handling Segment and our Distribution business in Central America, in parts of March and April 2020. Beyond the impact of these temporary closures, some of our businesses have been and may continue to be affected by the broader economic effects from COVID-19 and related regulatory actions, including customer demand for our products. 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.

Results of Operations:

Comparison of the Quarter Ended March 31, 2021 to the Quarter Ended March 31, 2020

Net Sales:

(dollars in millions)	Quarter Ended March 31,
Segment	2021			2020			Change		% Change
Material Handling	$	129,893		$	84,076		$	45,817		54	%
Distribution		44,550			38,195			6,355		17	%
Inter-company sales		(14	)		(21	)		7
Total net sales	$	174,429		$	122,250		$	52,179		43	%

Net sales for the quarter ended March 31, 2021 were $174.4 million, an increase of $52.2 million or 43% compared to the quarter ended March 31, 2020. Net sales increased due to higher volume/mix of $24.2 million and due to $27.1 million of incremental sales from the Elkhart Plastics acquisition in the Material Handling Segment on November 10, 2020. Elkhart Plastic’s historical annual sales are approximately $100 million. Net sales also increased due to the effect of favorable currency translation of $0.6 million and due to higher pricing of $0.3 million. In late February and again in March 2021, the Company announced two pricing increases across a majority of its portfolio of products in response to rapidly rising raw material costs. The Company expects these pricing increases to contribute to higher net sales, particularly in the Material Handling Segment, as the pricing changes take effect. Comparisons to 2020 are also affected by the onset of the COVID-19 pandemic in March 2020.

Net sales in the Material Handling Segment increased $45.8 million or 54% for the quarter ended March 31, 2021 compared to the quarter ended March 31, 2020. Net sales increased due to higher volume/mix of $17.6 million across all markets and due to $27.1 million of incremental sales due to the Elkhart Plastics acquisition in the Material Handling Segment on November 10, 2020. Net sales also increased due to higher pricing of $0.5 million and the effect of favorable currency translation of $0.6 million.

Net sales in the Distribution Segment increased $6.4 million or 17% for the quarter ended March 31, 2021 compared to the quarter ended March 31, 2020, primarily as a result of higher volume of $6.6 million partially offset by lower pricing of $0.2 million.

Cost of Sales & Gross Profit:

	Quarter Ended March 31,
(dollars in millions)	2021			2020			Change		% Change
Cost of sales	$	124,016		$	79,767		$	44,249		55	%
Gross profit	$	50,413		$	42,483		$	7,930		19	%
Gross profit as a percentage of sales		28.9	%		34.8	%

Gross profit increased $7.9 million, or 19%, for the quarter ended March 31, 2021 compared to the quarter ended March 31, 2020, due to increased contribution from sales volume described under Net Sales above, the Elkhart Plastics acquisition on November 10, 2020, partially offset by unfavorable price to cost relationship from higher commodity raw material costs, an unfavorable sales mix, and higher manufacturing costs including labor.

Selling, General and Administrative Expenses:

	Quarter Ended March 31,
(dollars in millions)	2021			2020			Change		% Change
SG&A expenses	$	39,548		$	31,116		$	8,432		27	%
SG&A expenses as a percentage of sales		22.7	%		25.5	%

Selling, general and administrative (“SG&A”) expenses for the quarter ended March 31, 2021 were $39.5 million, an increase of $8.4 million or 27% compared to the same period in the prior year. Increases in SG&A expenses in the first quarter 2021 were primarily due to $3.7 million of incremental SG&A from the November 10, 2020 Elkhart Plastics acquisition and $3.1 million of higher incentive compensation cost accruals, which were low in the 2020 comparison period because achievement thresholds were not expected to be met due to the COVID-19 pandemic. SG&A expenses also increased due to $0.7 million of higher legal and professional fees and a $0.8 million charge related to executive severance, inclusive of $0.3 million of stock compensation acceleration.

Gain on Sale of Notes Receivable:

During the quarter ended March 31, 2020, the Company recorded a pre-tax gain of $11.9 million related to the sale to HC of the fully-reserved promissory notes and related accrued interest receivable in exchange for $1.2 million and the release from a lease guarantee with a carrying value of $10.7 million related to one of HC’s facilities as discussed in Note 4.

Net Interest Expense:

	Quarter Ended March 31,
(dollars in millions)	2021			2020			Change			% Change
Net interest expense	$	995		$	1,069		$	(74	)		(7	)%
Average outstanding borrowings, net	$	73,833		$	78,000		$	(4,167	)		(5	)%
Weighted-average borrowing rate		5.33	%		6.24	%

Net interest expense for the quarter ended March 31, 2021 was $1.0 million, a decrease of $0.1 million, or 7%, compared with $1.1 million for the quarter ended March 31, 2020. The lower net interest expense was due to the lower borrowing rate and lower borrowings in the current year.

Income Taxes:

	Quarter Ended March 31,
(dollars in millions)	2021			2020
Income from continuing operations before income taxes	$	9,870		$	22,229
Income tax expense	$	2,565		$	5,503
Effective tax rate		26.0	%		24.8	%

The Company’s effective tax rate was 26.0% for the quarter ended March 31, 2021, compared to 24.8% for the quarter ended March 31, 2020. The increase in the effective tax rate was primarily the result of higher non-deductible expenses.

Liquidity and Capital Resources:

The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Loan Agreement (defined below). At March 31, 2021, the Company had $16.7 million of cash, $211.2 million available under the Loan Agreement and outstanding debt of $81.3 million, including the finance lease liability of $10.3 million. Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the uncertainty caused by COVID-19. The Company believes that cash on hand, cash flows from operations and available capacity under its Loan Agreement will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital, debt service, and to fund future growth, including selective acquisitions.

Operating Activities

Net cash provided by operating activities was $6.6 million for the quarter ended March 31, 2021, compared to $5.0 million in the same period in 2020. The increase was primarily due to higher volume of sales in the current year, partly offset by timing of annual insurance premium payments.

Investing Activities

Net cash used by investing activities was $6.5 million for the quarter ended March 31, 2021 compared to cash used of $2.0 million for the same period in 2020. In 2021, the Company paid the working capital adjustment of $1.2 million related to the November 10, 2020 acquisition of Elkhart Plastics as discussed in Note 3. In 2020, the Company paid a working capital adjustment of $0.7 million related to the 2019 acquisition of Tuffy as discussed in Note 3, and received proceeds from the sale of notes receivable of $1.2 million as discussed in Note 4. Capital expenditures were $5.2 million and $2.5 million for the quarter ended March 31, 2021 and 2020, respectively. Full year 2021 capital expenditures are expected to be approximately $15 million.

Financing Activities

Cash used for financing activities was $11.8 million for the quarter ended March 31, 2021 compared to $5.1 million for the same period in 2020. The Company repaid the $40.0 million Senior Unsecured Note that matured in January 2021 with a combination of cash and proceeds under the Loan Agreement (defined below). Net borrowings on the credit facility for the quarter ended March 31, 2021 were $33.0 million. Fees paid for the amendment and extension of the Loan Agreement in March 2021 totaled $1.1 million. Net proceeds from the issuance of common stock in connection with incentive stock option exercises were $1.2 million. The Company also used cash to pay dividends of $4.9 million for each of the quarters ended March 31, 2021 and 2020.

In March 2021, a 15-year finance lease for a new manufacturing and distribution facility in Bristol, Indiana commenced. While the Company has taken possession of the new Bristol facility, construction remains in process as of March 31, 2021 to complete it for its intended use. As further described in Note 5, this lease agreement was in connection with a plan for consolidation of the Ameri-Kart rotational molding facilities within the Material Handling Segment. As of March 31, 2021, the balance of the finance lease liability is $10.3 million, of which $0.5 million is classified as current.

Credit Sources

As of March 31, 2021, $211.2 million was available under the Loan Agreement, after borrowings and $5.8 million of letters of letters of credit issued related to insurance and other financing contracts in the ordinary course of business, including the $2 million provided to the EPA as discussed in Note 11. Borrowings under the Loan Agreement bear interest at the LIBOR rate, prime rate, federal funds effective rate, the Canadian deposit offered rate, or the eurocurrency reference rate depending on the type of loan requested by the Company, in each case plus the applicable margin as set forth in the Loan Agreement.

At March 31, 2021, $38 million face value of Senior Unsecured Notes are outstanding. The series of notes range in face value from $11 million to $15 million, with interest rates ranging from 5.25% to 5.45%, payable semiannually As described in Note 12, $26.0 million of the Senior Unsecured Notes mature on January 15, 2024 and $12.0 million mature on January 15, 2026.

As of March 31, 2021, the Company was in compliance with all of its debt covenants. The most restrictive financial covenants for all of the Company’s debt are an interest coverage ratio (defined as earnings before interest, taxes, depreciation and amortization, as adjusted, divided by interest expense) and a leverage ratio (defined as total debt divided by earnings before interest, taxes, depreciation and amortization, as adjusted). The ratios as of and for the period ended March 31, 2021 are shown in the following table:

	Required Level	Actual Level
Interest Coverage Ratio	3.00 to 1 (minimum)		15.66
Leverage Ratio	3.25 to 1 (maximum)		1.19

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 Loan Agreement bear interest at the LIBOR, prime rate, federal funds effective rate, the Canadian deposit offered rate, or the euro currency reference rate depending on the type of loan requested by the Company, plus the applicable margin as set forth in the Loan Agreement. At present, the Company has not entered into any interest rate swaps or other derivative instruments to fix the interest rate on any portion of its financing arrangements with floating rates. The Financial Conduct Authority in the United Kingdom has stated that it will not require banks to submit LIBOR beyond 2021. The Company does not anticipate a significant impact to its financial position as a result of this action given its current mix of fixed- and variable-rate debt. Based on current debt levels at March 31, 2021, if market interest rates increase one percent, the Company’s interest expense would increase approximately $0.3 million annually.

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 with foreign currency exposure, primarily due to U.S. dollar sales made from businesses in Canada to customers in the United States. The Company has a systematic program to limit its exposure to fluctuations in exchange rates related to certain assets and liabilities of its operations in Canada that are denominated in U.S. dollars. The net exposure generally ranges from $1 million to $3 million. The foreign currency contracts and arrangements created under this program are not designated as hedged items under ASC 815, Derivatives and Hedging, and accordingly, the changes in the fair value of the foreign currency arrangements, which have been immaterial, are recorded in the Condensed Consolidated Statements of Operations (Unaudited). The Company’s foreign currency arrangements are typically three months or less and are settled before the end of a reporting period. At March 31, 2021, the Company had no foreign currency arrangements or contracts in place.

Commodity Price Risk

The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. The cost of operations can be affected as the market for these commodities changes. The Company currently has no derivative contracts to hedge this risk; however, the Company also has no significant purchase obligations to purchase fixed quantities of such commodities in future periods. 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 March 31, 2021.

Changes in Internal Control Over Financial Reporting

On November 10, 2020, the Company acquired the assets of Elkhart Plastics. As permitted by SEC rules and regulations, the scope of management’s evaluation of internal control over financial reporting as of March 31, 2021 did not include an evaluation of the internal control over financial reporting of Elkhart Plastics. However, we are extending our oversight and monitoring processes that support our review of internal control over financial reporting to include Elkhart Plastic’s operations.

During the quarter ended March 31, 2021, there have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – Other Information

Item 1. Legal Proceedings

Certain legal proceedings in which the Company is involved are discussed in Note 11, 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, 2020. The Company’s disclosures relating to legal proceedings in Note 11, Contingencies, in the Unaudited Condensed Consolidated Financial Statements in Part I of this report is 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

(c)The following table presents information regarding the Company’s stock repurchase plan during the quarter ended March 31, 2021:

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs		Maximum number of Shares that may yet be Purchased Under the Plans or Programs (1)
1/1/2021 to 1/31/2021		—	$	—		5,547,665		2,452,335
2/1/2021 to 2/28/2021		—		—		5,547,665		2,452,335
3/1/2021 to 3/31/2021		—		—		5,547,665		2,452,335

(1)

On July 11, 2013, the Board authorized the repurchase of up to 5.0 million shares of the Company’s common stock. This authorization was in addition to the 2011 Board authorized repurchase of up to 5.0 million shares. The Company completed the repurchase of approximately 2.0 million shares in 2011 pursuant to Rule 10b5-1 plans, which were adopted pursuant to the 2011 authorized share repurchase.

Item 6. Exhibits

3.1		Myers Industries, Inc. Second Amended and Restated Articles of Incorporation. Reference is made to Exhibit 3.1 to Form 8-K filed with the SEC on April 29, 2021.
3.2		Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit 3.2 to Form 8-K filed with the SEC on April 29, 2021.
10.1		Amended and Restated Loan Agreement dated March 12, 2021, among Myers Industries, Inc., MYE Canada Operations Inc., Scepter Canada Inc. and the other foreign subsidiary borrowers, the lenders and JPMorgan Chase Bank, National Association, as administrative agent. Reference is made to Exhibit 10.1 to Form 8-K and filed with the SEC on March 16, 2021.
10.2		Third Amendment to Note Purchase Agreement, dated March 12, 2021, among Myers Industries, Inc., the subsidiary guarantors identified therein and each of the institutions which is a signatory thereto. Reference is made to Exhibit 10.2 to Form 8-K filed with the SEC on March 16, 2021.
10.3		Non-Competition and Confidentiality Agreement between the Company and Sonal P. Robinson dated January 26, 2021 and effective February 1, 2021. Reference is made to Exhibit 10.1 to Form 8-K filed with the SEC on January 27, 2021.
10.4		Form of Indemnification Agreement for Directors and Officers. (filed herewith)
10.5		Form of 2021 Restricted Stock Unit Award Agreement for Executive Officers under the Amended and Restated 2017 Incentive Stock Plan of Myers Industries, Inc.* (filed herewith)
10.6		Form of 2021 Performance Stock Unit Award Agreement for Executive Officers under the Amended and Restated 2017 Incentive Stock Plan of Myers Industries, Inc.* (filed herewith)
10.7		Myers Industries, Inc. 2021 Long-Term Incentive Plan.* Reference is made to Exhibit 99.1 to Registration Statement on Form S-8 filed with the SEC on April 29, 2021.
31.1		Certification of Michael P. McGaugh, President and Chief Executive Officer of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Sonal P. Robinson, Executive Vice President and Chief Financial Officer of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Michael P. McGaugh, President and Chief Executive Officer, and Sonal P. Robinson, Executive Vice President and Chief Financial Officer, of Myers Industries, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following financial information from Myers Industries, Inc. Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, formatted in inline XBRL includes: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Financial Position, (iv) Condensed Consolidated Statements of Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*	Indicates executive compensation plan or arrangement.

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.

May 6, 2021	/s/ Sonal P. Robinson
	Sonal P. Robinson
	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 10.4

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) made this ____ day of ____________, 20___ by and between Myers Industries, Inc., an Ohio corporation (the “Company”), and ____________________ (the “Indemnitee”);

A.The Ohio General Corporation Law (the “OGCL”), as amended, provides that the business and affairs of a corporation shall be managed by or under the direction of its Board of Directors;

B.Pursuant to the OGCL, significant authority with respect to the management of the Company has been delegated to the officers of the Company;

C.The Company and the Indemnitee are each aware of the exposure to litigation of officers, directors and representatives of the Company as such persons exercise their duties to the Company;

D.The Company and the Indemnitee are also aware of conditions in the insurance industry that have affected and may affect in the future the Company’s ability to obtain appropriate directors’ and officers’ liability insurance on an economically acceptable basis;

E.The Company desires to continue to benefit from the services of highly qualified, experienced and otherwise competent persons such as the Indemnitee; and

F.The Indemnitee is a director or officer of the Company and desires to serve or to continue to serve the Company as a director or officer of the Company, or, if requested to do so by the Company, as a director, officer, trustee, employee or agent of another corporation, joint venture, partnership, trust or other enterprise in which the Company has a direct or indirect ownership interest, for so long as the Company continues to provide on an acceptable basis adequate and reliable indemnification against certain liabilities and expenses which may be incurred by the Indemnitee.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto agree as follows:

Indemnification.

(a)The Company shall indemnify the Indemnitee with respect to Indemnitee’s activities as a director, officer, employee or agent, to the fullest extent permitted by law and/or the Company’s Articles of Incorporation or Code of Regulations, as amended (the “Regulations”), with respect to the Indemnitee’s actions or inactions as a director, officer, employee or agent of the Company, whether prior to, or after the date hereof, and/or as a person who is serving or has served at the request of the Company as a director, officer, trustee, employee or agent of another corporation, joint venture, partnership trust or other enterprise, domestic or foreign, in which the

Company has a direct or indirect ownership interest (an “affiliated entity”), against expenses (including, without limitation, attorneys’ fees, judgments, fines, penalties, assessments, damages and amounts paid in settlement) actually and reasonably incurred by the Indemnitee (“Expenses”) in connection with any claim against the Indemnitee which is the subject of any threatened, pending or completed action, suit or other type of proceeding, whether civil, criminal, administrative, investigative or otherwise and whether formal or informal (a “Proceeding”), to which the Indemnitee was or is threatened to be made a party by reason of anything done or not done by the Indemnitee in any such capacity.

(b)The rights of the Indemnitee hereunder shall be in addition to any rights the Indemnitee may now or hereafter have to indemnification by the Company or otherwise. More specifically, the parties hereto intend that the Indemnitee shall be entitled to receive, as determined by the Indemnitee, payment to the maximum extent permitted by one or any combination of the following:

(i)

the payments provided by the Company’s Regulations in effect on the date hereof, a copy of the relevant portions of which are attached hereto as Exhibit A;

(ii)

the payments provided by the Company’s Articles of Incorporation or the Company’s Regulations, or their equivalent in effect at the time Expenses are incurred by the Indemnitee;

(iii)

the payments allowable under Ohio law in effect at the date hereof or as such laws may from time-to-time hereafter be amended;

(iv)

the payments allowable under the law of the jurisdiction under which the Company is incorporated at the time Expenses are incurred by the Indemnitee;

(v)

the payments available under liability insurance obtained by the Company; and

(vi)

such other payments as are or may be otherwise available to the Indemnitee.

Combination of two or more of the payments provided by (i) through (vi) shall be available to the extent that the Applicable Document, as hereafter defined, does not require that the payments provided therein be exclusive of other payments. The document or law providing for any of the payments listed in items (i) through (vi) above is referred to in this Agreement as the “Applicable Document”. The Company hereby undertakes to use its best efforts to assist the Indemnitee, in all proper and legal ways, to obtain the payments selected by the Indemnitee under items (i) through (vi) above.

(c)For purposes of this Agreement, references to an “other enterprise” shall include employee benefit plans for employees of the Company, of any affiliated entity, or of its subsidiaries without regard to ownership of such plans; references to “fines” shall include any excise taxes

assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, trustee, employee or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; and if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have acted in a manner consistent with the standards required for indemnification by the Company under the Applicable Documents.

2.Insurance. The Company shall maintain directors’ and officers’ liability insurance which is at least as favorable to the Indemnitee as the policy in effect on the date hereof and for so long as the Indemnitee’s services are covered hereunder, provided and to the extent that such insurance is available on a reasonable commercial basis (taking into account the scope and amount of coverage available relative to the cost). The Indemnitee shall, however, continue to be entitled to the indemnification rights provided hereunder regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company. Any payments in fact made to the Indemnitee under an insurance policy obtained or retained by the Company shall reduce the obligation of the Company to make payments hereunder by the amount of the payments made under any such insurance policy. In the event that insurance becomes unavailable in the amount or scope of coverage of the policy in effect on the date hereof on a reasonable commercial basis and the Company foregoes maintenance of all or a portion of such insurance coverage, the Company shall stand as a self-insurer with respect to the coverage, or portion thereof, not retained, and shall indemnify the Indemnitee against any loss arising out of the reduction or cancellation of such insurance coverage.

3.Payment of Expenses. At the Indemnitee’s request, the Company shall pay the Expenses as and when incurred by the Indemnitee, after receipt of written notice pursuant to Paragraph 5 hereof and an undertaking in the form of Exhibit B attached hereto by or on behalf of the Indemnitee (i) to repay such amounts so paid on the Indemnitee’s behalf if it shall ultimately be determined under the Applicable Document that the Indemnitee is required to repay such Expenses and (ii) to reasonably cooperate with the Company concerning the Proceeding. That portion of Expenses which represents attorneys’ fees and other costs incurred in defending any Proceeding shall be paid by the Company within thirty (30) days of its receipt of such notice, together with reasonable documentation (consistent, in the case of attorneys’ fees, with Company practice in payment of legal fees) evidencing the amount and nature of such Expenses, subject to its also having received such a notice and undertaking.

4.Additional Rights. The indemnification provided in this Agreement shall not be exclusive of any other indemnification or right to which the Indemnitee may be entitled and shall continue after the Indemnitee has ceased to occupy a position as an officer, director or representative as described in Paragraph 1 above with respect to Proceedings relating to or arising out of the Indemnitee’s acts or omissions during the Indemnitee’s service in such position.

5.Notice to Company. The Indemnitee shall provide to the Company prompt written notice, including a brief description of any Proceeding brought, threatened, asserted or commenced against the Indemnitee with respect to which the Indemnitee may assert a right to indemnification hereunder; provided that failure to provide such notice shall not in any way limit the Indemnitee’s rights under this Agreement unless, and only to the extent that, the Company did not otherwise learn of such Proceeding and such failure by the Indemnitee to provide prompt notice results in forfeiture by the Company of substantial defenses, rights or insurance coverage, or otherwise materially prejudices the ability of the Company to defend against any claim asserted.

6.Cooperation in Defense and Settlement. The Indemnitee shall not make any admission or effect any settlement with respect to a Proceeding without the Company’s written consent unless the Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement in writing delivered to the Company. The Company shall not settle any Proceeding to which the Indemnitee is a party in any manner which would impose any Expense on the Indemnitee without his or her written consent. Neither the Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. The Indemnitee shall fully cooperate with the Company and with the Company’s insurers, in the defense and settlement of such Proceeding.

7.Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume control of the Indemnitee’s defense in any Proceeding, with counsel mutually satisfactory to the Indemnitee and the Company. After notice from the Company to the Indemnitee of the Company’s election so to assume such defense, the Company will not be liable to the Indemnitee under this Agreement for Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the Indemnitee’s expense unless:

(a)

the employment of counsel by the Indemnitee has been authorized by the Company;

(b)

the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitee and the Company in the conduct of the defense of such Proceeding; or

(c)

the Company shall not have employed counsel promptly to assume the defense of such Proceeding.

(d)

In each of the cases set forth in items (a) through (c) above, the reasonable fees and expenses of counsel shall be at the expense of the Company and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have reached the conclusion provided for in clause (b) above.

8.Enforcement. In the event that any dispute or controversy shall arise under this Agreement between the Indemnitee and the Company with respect to whether the Indemnitee is entitled to indemnification in connection with any Proceeding or with respect to the amount of Expenses incurred, then with respect to each such dispute or controversy the Indemnitee may seek to enforce this Agreement through legal action or, at the Indemnitee’s sole option and request, through arbitration. If arbitration is requested, such dispute or controversy shall be submitted by the parties to binding arbitration in the City of Akron, State of Ohio, before a single arbitrator agreeable to both parties; provided that indemnification in respect to any claim, issue or matter in a Proceeding brought against the Indemnitee by or in the right of the Company and as to which the Indemnitee shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company shall be submitted to arbitration only to the extent permitted under the Company’s Regulations and applicable law then in effect. If the parties cannot agree on a designated arbitrator within fifteen (15) days after arbitration is requested in writing by either of them, the arbitration shall proceed in the City of Akron, State of Ohio, before an arbitrator appointed by the American Arbitration Association. In either case, the arbitration proceeding shall commence promptly under the rules then in effect of that Association and the arbitrator agreed to by the parties or appointed by that Association shall be an attorney other than an attorney who has, or is associated with a firm having associated with it an attorney which has, been retained by or performed services for the Company or the Indemnitee at any item during the five (5) years preceding the commencement of arbitration. The award shall be rendered in such form that judgment may be entered thereon in any court having jurisdiction thereof. The prevailing party shall be entitled to prompt reimbursement of any costs and expenses (including, without limitation, reasonable attorney’s fees) incurred in connection with such legal action or arbitration provided that the Indemnitee shall not be obligated to reimburse the Company unless the arbitrator or court which resolves the dispute determines that the Indemnitee acted in bad faith in bringing such action or arbitration.

9.Exclusions. Notwithstanding the scope of indemnification which may be available to the Indemnitee from time to time under any Applicable Document, no indemnification, reimbursement or payment shall be required of the Company hereunder with respect to:

(a)any claim or any part thereof as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction from which no appeal is or can be taken, to have acted or failed to act with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company;

(b)any claim or any part thereof arising under Section 16(b) of the Exchange Act pursuant to which the Indemnitee shall be obligated to pay any penalty, fine, settlement or judgment;

(c)any obligation of the Indemnitee based upon or attributable to the Indemnitee gaining in fact any personal gain, profit or advantage to which the Indemnitee was not entitled; or

(d)any Proceeding initiated by the Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by the Indemnitee (i) to enforce the Indemnitee’s rights under this

Agreement or (ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by the Indemnitee against a person or entity who was otherwise a party to such Proceeding.

Nothing in this Paragraph 9 shall eliminate or diminish the Company’s obligations to advance that portion of the Indemnitee’s Expenses which represent reasonable attorneys’ fees and other costs incurred in defending any Proceeding pursuant to Paragraph 3 of this Agreement.

10.Extraordinary Transactions. The Company covenants and agrees that, in the event of any merger, consolidation or reorganization in which the Company is not the surviving entity, any sale of all or substantially all of the assets of the Company or any liquidation of the Company (each such event is hereinafter referred to as an “extraordinary transaction”), the Company shall:

(a)

Have the obligations of the Company under this Agreement expressly assumed by the survivor, purchaser or successor, as the case may be, in such extraordinary transaction; or

(b)

Otherwise adequately provide for the satisfaction of the Company’s obligations under this Agreement, in a commercially reasonable manner.

11.No Personal Liability. The Indemnitee agrees that neither the directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company’s obligations under this Agreement, and the Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.

12.Severability. If any provision, phrase, or other portion of this Agreement should be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, and such determination should become final, such provision, phrase or other portion shall be deemed to be severed or limited, but only to the extent required to render the remaining provisions and portions of this Agreement enforceable, and this Agreement as thus amended shall be enforced to give effect to the intention of the parties insofar as that is possible.

13.Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent thereof to all rights to indemnification or reimbursement against any insurer or other entity or person vested in the Indemnitee, who shall execute all instruments and take all other action as shall be reasonably necessary for the Company to enforce such rights.

14.Governing Law. The parties hereto agree that this Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio.

15.Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be considered to have been duly given if delivered by hand and receipted for by the party to whom the notice, request, demand or other communication shall have been directed, or mailed by certified mail, return receipt requested, with postage prepaid:


(a) If to the Company, to:	Myers Industries, Inc. 1293 South Main Street Akron, Ohio 44301 Attention: President
With a copy to:	Andrean R. Horton, Esq. Chief Legal Officer 1293 South Main Street Akron, Ohio 44301
(b) If to the Indemnitee, to:

or to such other or further address as shall be designated from time to time by the Indemnitee or the Company to the other.

16.Termination. This Agreement may be terminated by either party upon not less than sixty (60) days prior written notice delivered to the other party, but such termination shall not in any way diminish the obligations of the Company hereunder with respect to the Indemnitee’s activities prior to the effective date of the termination.

17.Amendments. This Agreement and the rights and duties of the Indemnitee and the Company hereunder may not be amended, modified or terminated except by written instrument signed and delivered by the parties hereto.

18.Binding Effect. This Agreement is and shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

19.Entire Agreement. This Agreement contains the entire agreement between the parties hereto and with respect to the subject matter hereof this Agreement replaces and supersedes all prior representations, warranties, agreements, and understandings, oral and written, with respect to these matters.

IN WITNESS WHEREOF, the undersigned have executed this Agreement in triplicate as of the date first above written.

Exhibit A

From the Myers Industries, Inc. Amended and Restated Code of Regulations

Article VI

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Company shall indemnify any director or officer and any former director or officer of the Company and any such director or officer who is or has served at the request of the Company as a director, officer or trustee of another corporation, partnership, joint venture, trust or other enterprise (and his heirs, executors and administrators) against expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he is or was such director, officer or trustee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by applicable law. The indemnification provided for herein shall not be deemed to restrict the right of the Company (i) to indemnify employees, agents and others to the extent not prohibited by such law, (ii) to purchase and maintain insurance or furnish similar protection on behalf of or for any person who is or was a director, officer, employee or agent of the Company, or any person who is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation, joint venture, partnership, trust or other enterprise against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, and (iii) to enter into agreements with persons of the class identified in clause (ii) above indemnifying them against any and all liabilities (or such lesser indemnification as may be provided in such agreements) asserted against or incurred by them in such capacities.

[As amended through December 7, 2020]

Exhibit B

FORM OF UNDERTAKING

THIS UNDERTAKING has been entered into by (hereinafter “Indemnitee”) pursuant to an Indemnification Agreement dated , 202 (the “Indemnification Agreement”), between Myers Industries, Inc. (hereinafter “Company”), an Ohio corporation, and Indemnitee.

RECITALS:

A.Pursuant to the Indemnification Agreement, Company agreed to pay Expenses (within the meaning of the Indemnification Agreement) as and when incurred by Indemnitee in connection with any claim against Indemnitee which is the subject of any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, to which Indemnitee was, is or is threatened to be made a party by reason of facts which include Indemnitee’s being or having been a director, officer trustee, employee or agent (within the meaning of the Indemnification Agreement) of Company;

B.Such a claim has arisen against Indemnitee and Indemnitee has notified Company thereof in accordance with the terms of Paragraph 5 of the Indemnification Agreement (hereinafter the “Proceeding”);

C.Indemnitee believes that Indemnitee should prevail in this Proceeding and it is in the interest of both Indemnitee and Company to defend against the claims against Indemnitee thereunder;

NOW, THEREFORE, Indemnitee hereby agrees that in consideration of Company’s advance payment of Indemnitee’s Expenses incurred prior to a final disposition of the Proceeding, Indemnitee hereby undertakes to reimburse Company for any and all expenses paid by Company on behalf of Indemnitee relating to the Proceeding in the event that Indemnitee is determined under the Applicable Document (within the meaning of the Indemnification Agreement) not to be entitled to indemnification for such Expenses pursuant to the Indemnification Agreement and applicable law, provided that if Indemnitee is entitled under the Applicable Document to indemnification for some or a portion of such Expenses, Indemnitee’s obligation to reimburse Company shall only be for those Expenses for which Indemnitee is determined not to be entitled to indemnification. Such reimbursement or arrangements for reimbursement by Indemnitee shall be consummated within ninety (90) days after a determination that Indemnitee is not entitled to indemnification and reimbursement pursuant to the Indemnification Agreement and applicable law

IN WITNESS WHEREOF, the undersigned has set his hand this _____ day of , 202.


Indemnitee



Name:
Title:

Exhibit 10.5

RESTRICTED STOCK UNIT AWARD AGREEMENT
(2021)

This Stock Unit Award Agreement (the “Agreement”) is made as of the 16^th day of March, 2021 between Myers Industries, Inc., an Ohio corporation (the “Company”), and «full_name» an employee (the “Employee”) of the Company or one or more of its Subsidiaries.

WHEREAS, the Company has heretofore adopted the 2017 Incentive Stock Plan of Myers Industries, Inc., as amended and restated (the “Plan”); and

WHEREAS, it is a requirement of the Plan that a Stock Unit Award Agreement be executed to evidence the Stock Units awarded to the Employee.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto have agreed, and do hereby agree as follows:

1.Grant of Stock Units. The Company hereby grants to the Employee an Award of ________ Stock Units on the terms and conditions set forth herein and in the Plan. Each Stock Unit represents the right of the Employee to receive an amount equal to the Fair Market Value of a Share on the date that payment is made with respect to the Stock Unit.

2.Rights and Restrictions with Respect to Stock Units.

(a)The Stock Units granted pursuant to this Agreement represent an unfunded and unsecured obligation of the Company, and the Employee shall have no rights with respect to the Stock Units other than those of a general creditor of the Company. Prior to the issuance of Shares as payment with respect to the Stock Units, the Employee shall have no rights of ownership in or to the Shares underlying the Stock Units and shall not be deemed the beneficial owner of such Shares.

(b)Except as otherwise provided in this Agreement, none of the Stock Units may be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of; provided, however, the right to receive payment with respect to the Stock Units may be transferred upon the death of the Employee to the Employee’s Successor.

3.Vesting of the Stock Units.

(a)The Stock Units subject to this Agreement shall vest in three equal installments on March 16 of the first three years after the date of this Agreement (each such date, a “Vesting Date”) or, if earlier upon any of the following “Acceleration Events”: (i) termination of the Employee’s employment with the Company and its Subsidiaries by reason of his or her death, disability, or retirement, or (ii) termination of the Employee’s employment with the Company and its Subsidiaries without Cause (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment) if by the Company or for Good Reason (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment) if by the Employee, in either case following a Change in Control of the Company.

(b)In the event of the complete termination of the Employee’s employment with the Company and its Subsidiaries for any reason other than (i) by reason of the Employee’s death, disability or retirement on or after the Employee’s sixty-fifth birthday prior to the earlier of the third anniversary of the date of this Agreement or (ii) by the Company without Cause or by the Employee for Good Reason, in either case following a Change in Control of the Company, the Stock Units that have not vested as of the date of such termination shall be immediately and automatically forfeited to the Company without notice for no consideration.

(c)For purposes of this Agreement, “disability” shall mean a physical or mental incapacity that prevents the Employee from performing his or her duties for a total of one hundred eighty (180) days in any twenty four (24) month period, and “retirement” shall mean retiring at age 65 or older with at least three years of service (as credited for purposes of the Company’s qualified retirement plan).

4.Payment and Issuance of Shares.

(a)General Provision. On each Vesting Date or, if earlier, upon an Acceleration Event (each such Vesting Date or Acceleration Event, a “Payment Date”), or within thirty (30) days thereafter in the case of an Acceleration Event or by March 15 of the year in which such Vesting Date occurs, the Company shall make a payment to the Employee of one Share for every Stock Unit that became vested as of such Payment Date (and with respect to which a payment has not previously been made pursuant to this Section 4) as payment with respect to each such vested Stock Unit.

(b)Dividends. If any dividends are declared on the Company’s Shares while the Stock Units subject to this Agreement are outstanding, the Company shall make a payment to the Employee on each Payment Date, or within thirty (30) days thereafter in the case of an Acceleration Event or by March 15 of the year in which such Vesting Date occurs, with respect to each Stock Unit that became vested as of such Payment Date, in an amount equal to the aggregate amount of dividends that would have been payable to the Employee with respect to each such vested Stock Unit had such vested Stock Unit instead been an issued and outstanding Share on the record date of any such dividends (the “Dividend Equivalent Amount”), but only to the extent that the Dividend Equivalent Amount has not previously been paid to the Employee with respect to such vested Stock Unit. At the Company’s discretion, payment of the Dividend Equivalent Amount may be made in cash or in Shares having a Fair Market Value on the Payment Date equal to the Dividend Equivalent Amount.

(c)Manner of Delivery. At the Company’s election, the Company shall cause the Shares delivered as payment with respect to the vested Stock Units to either be evidenced by a book entry account maintained by the Company’s stock transfer agent (the “Transfer Agent”), by a certificate issued in the Employee’s name, or by delivery to the Employee’s individual share holdings account in the Company’s equity plan manager’s system (“Employee’s Account”).

(d)Shareholder Status. Upon the earlier of the date the Shares are evidenced in a book entry account maintained by the Transfer Agent, the date a certificate for the Shares are issued in the Employee’s name, or the transfer to the Employee’s Account, the Employee shall be a shareholder with respect to the Shares and shall have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and to receive any dividends and other distributions paid with respect to the Shares.

(e)Mandatory Holding Period. Employee shall maintain beneficial ownership of all Shares delivered as payment with respect to vested Stock Units, less any Shares disposed of in order to satisfy income tax withholding requirements, until the earlier to occur of the first anniversary of the Vesting Date of such Shares or Employee’s termination of employment for any reason. For purposes hereof, beneficial ownership shall be determined in accordance with Section 16 of the Securities Exchange Act of 1934.

(f)Cash Payment Election. Notwithstanding anything to the contrary herein, following a Change of Control of the Company, the Company or its successor, at its election, may elect to make any payment required to be made to the Employee pursuant to this Section 4 in cash rather than Shares.

5.Taxes. The Company shall have the right to satisfy any obligation of the Company to withhold taxes or other amounts with respect to the Stock Units by withholding Shares otherwise deliverable to the Employee with respect to the Stock Units having a Fair Market Value equal to the amount of such tax or other withholdings, provided the amount will not result in liability accounting for the Company. Furthermore, the Company may elect to deduct from any cash payment made to the Employee pursuant to this Agreement the amount of any taxes or other amounts which the Company is or will be required to withhold with respect to such cash payment.

6.No Right to Employment. Nothing in this Agreement shall confer upon the Employee any right to continue in the employ of the Company or any of its Subsidiaries or interfere with or restrict in any way with the right of the Company or any such Subsidiary to terminate his or her employment at any time for any reason whatsoever, with or without cause.

7.Acknowledgement and Section 409A Compliance.

(a)Employee acknowledges that neither the Company nor any of the Company’s affiliates, officers, shareholders, employees, agents or representatives has provided or is providing the undersigned with tax advice regarding the Stock Units subject to this Agreement or any other matter, and the Company has urged the Employee to consult with his or her own tax advisor with respect to the income taxation consequences associated with the Stock Units subject to this Agreement.

(b)It is intended that this Award of Stock Units comply with Section 409A of the Code, and this Award and the terms of this Agreement shall be interpreted and administered in a manner consistent with such intent, although in no event shall the Company have any liability to the Employee if this Award or the terms of this Agreement are determined not to comply with Section 409A of the Code. For purposes of this Agreement, termination of employment means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h).

(c)Whenever payment under this Agreement specifies a payment period with reference to a number of days (e.g., payment may be made within thirty (30) days after the Payment Date), the actual date of payment within the specified period will be determined solely by the Company.

(d)If the Employee is a “specified employee” within the meaning of Section 409A of the Code at the time of his or her “separation from service” within the meaning of Section 409A of the Code, then any payment otherwise required to be made to him under this Agreement on account of his or her separation from service, to the extent such payment (after taking into account all exclusions applicable to such payment under Section 409A of the Code) is properly treated as deferred compensation subject to Section 409A of the Code, shall not be made until the first business day after (i) the expiration of six months from the date of the Employee’s separation from service, or (ii) if earlier, the date of the Employee’s death.

(e)The Employee’s right to receive each installment of Stock Units shall be treated as separate payments for purposes of Section 409A of the Code.

8.Cause and Good Reason. Unless otherwise defined in a written agreement between the Employee and the Company, for purposes of this Agreement the terms “Cause” and “Good Reason” shall have the following meanings:

(a)“Cause” means:

(i)The commission by the Employee (evidenced by a conviction or written, voluntary and freely given confession) of a criminal act constituting a felony involving fraud or moral turpitude;

(ii)the repeated failure of the Employee to follow the reasonable directives of the Employee’s superiors after having been given written notice thereof; or

(iii)commission by the Employee of any act, which both (A) constitutes gross negligence or willful misconduct and (B) results in material economic harm to the Company or has a materially adverse effect on the Company’s operations, properties or business relationships.

(b)“Good Reason” means the occurrence of one or more of the following conditions arising without the consent of the Employee:

(i)a material diminution in the Employee’s annual base salary;

(ii)a material diminution in the Employee’s duties and responsibilities; or

(iii)a material change in the geographic location at which the Employee must perform his or her Duties.

In order for a condition to constitute a Good Reason, the Employee must provide written notification to the Company of the existence of the condition within forty-five (45) days of the initial existence of the condition (or within forty-five (45) days following the Employee actually becoming aware of such condition, if later), upon the notice of which the Company shall have a period of thirty (30) days during which it may remedy the condition. Furthermore, to constitute a Good Reason, the Employee must voluntarily terminate employment with the Company within one hundred eighty (180) days following the initial existence of the condition (or within one hundred eighty (180) days following the Employee actually becoming aware of such condition. The parties agree that “Good Reason” will not be deemed to have occurred merely because the Company becomes a subsidiary or division of another entity following a Change in Control.

9.Incorporation of Provisions of the Plan. All of the provisions of the Plan pursuant to which the Stock Units are granted are hereby incorporated by reference and made a part hereof as if specifically set forth herein, and to the extent of any conflict between this Agreement and the terms contained in the Plan, the Plan shall control. To the extent any capitalized terms are not otherwise defined herein, they shall have the meanings set forth in the Plan.

10.Invalidity of Provisions. The invalidity or unenforceability of any provision of this Agreement as a result of a violation of any state or federal law, or of the rules or regulations of any governmental regulatory body, shall not affect the validity or enforceability of the remainder of this Agreement.

11.Waiver and Modification. The provisions of this Agreement may not be waived or modified unless such waiver or modification is in writing and signed by the parties hereto.

12.Interpretation. All decisions or interpretations made by the Committee with regard to any question arising under the Plan or this Agreement as provided by Section 4 of the Plan, shall be binding and conclusive on the Company and the Employee.

13.Multiple Counterparts. This Agreement may be signed in multiple counterparts, all of which together shall constitute an original agreement. The execution by one party of any counterpart shall be sufficient execution by that party, whether or not the same counterpart has been executed by any other party.

14.Governing Law. This Agreement shall be governed by the laws of the State of Ohio.

N WITNESS WHEREOF, the Company has caused this Agreement to be duly executed, and the Employee has hereunto set his or her hand, all as of the day and year first above written.

MYERS INDUSTRIES, INC.

By:
Its:	President & Chief Executive Officer


«full_name», Employee

3/11/2021 38592136

EXHIBIT 10.6

Performance STOCK UNIT AWARD AGREEMENT

(2021)

This Performance Stock Unit Award Agreement (the “Agreement”) is made as of the 16^th day of March, 2021 between Myers Industries, Inc., an Ohio corporation (the “Company”), and __________________, an employee (the “Employee”) of the Company or one or more of its Subsidiaries.

WHEREAS, the Company has heretofore adopted the 2017 Incentive Stock Plan of Myers Industries, Inc., as amended and restated (the “Plan”); and

WHEREAS, it is a requirement of the Plan that a Performance Stock Unit Award Agreement be executed to evidence the Performance Stock Units awarded to the Employee.

1.Grant of Performance Stock Units. The Company hereby grants to the Employee an Award of Performance Stock Units (such number to be determined as set forth in Section 4(b) based on a target award of ____________ Performance Stock Units) on the terms and conditions set forth herein and in the Plan. Each Performance Stock Unit represents the right of the Employee to receive the payment of one Share on the date that payment is made.

2.Defined Terms. Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan. For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a)“Adjusted EBITDA” means the Company’s earnings before interest, taxes, depreciation and amortization in each case as set forth on the Company’s audited financial statements for the fiscal year with such adjustments as may be approved by the Compensation Committee of the Company’s Board of Directors, in its discretion.

(b)Unless otherwise defined in a written agreement between Employee and the Company, “Cause” means:

(i)

The commission by the Employee (evidenced by a conviction or written, voluntary and freely given confession) of a criminal act constituting a felony or involving fraud or moral turpitude;

(ii)

The repeated failure of the Employee to follow the reasonable directives of the Employee’s superiors after having been given written notice thereof; or

(iii)

Commission by the Employee of any act, which both (A) constitutes gross negligence or willful misconduct and (B) has a materially adverse effect on the Company’s operations, properties or business relationships.

(c)“Disability” means a physical or mental incapacity that prevents the Employee from performing his or her duties for a total of one hundred eighty (180) days in any twenty four (24) month period.

(d)Unless otherwise defined in a written agreement between the Employee and the Company, “Good Reason” means the occurrence of one or more of the following conditions arising without the consent of the Employee:

(i)

A material diminution in the Employee’s annual base salary;

(ii)

A material diminution in the Employee’s duties and responsibilities; or

(iii)

A material change in the geographic location at which the Employee must perform his duties.

In order for a condition to constitute Good Reason, the Employee must provide written notice to the Company of the existence of the condition within forty-five (45) days of the initial existence of the condition (or within forty-five (45) days following the Employee actually becoming aware of such condition, if later), upon receipt of such notice, the Company shall have a period of thirty (30) days during which it may remedy the condition. Furthermore, to constitute Good Reason, the Employee must voluntarily terminate employment with the Company within one hundred eighty (180) days following the initial existence of the condition (or within one hundred eighty (180) days following the Employee actually becoming aware of such condition, if later). The parties agree that “Good Reason” will not be deemed to have occurred merely because the Company becomes a subsidiary or division of another entity following a Change of Control.

(e)“Performance Goals” mean the levels of cumulative Adjusted EBITDA and Relative TSR established by the Compensation Committee of the Company’s Board of Directors for the Performance Period.

(f)“Performance Period” means the three calendar year period commencing on January 1 of the year of this Agreement and ending on December 31 of the third calendar year thereafter, provided, however, that the performance period for purposes of determining Relative TSR (“rTSR Performance Period”) means the three year calendar period commencing on March 16, 2021 and ending on March 16, 2024.

(g)“Relative TSR” or “rTSR” means the Total Shareholder Return (“TSR”) of the Company during the rTSR Performance Period compared to the TSR of all companies in the Industrials and Materials industry sectors of the S&P 600, as identified by their 2-digit GICS (“Comparator Group”) during the rTSR Performance Period, expressed as a percentile of the Company’s TSR relative to the Comparator Group’s TSR, respectively, for the rTSR Performance Period. TSR shall be calculated as follows

Ending Stock Price⁽¹⁾ – Beginning Stock Price⁽²⁾ + Reinvested Dividends⁽³⁾

Beginning Stock Price

⁽¹⁾ Average stock price over last 20 trading days of rTSR Performance Period

⁽²⁾Average stock price over last 20 trading days preceding the start of the rTSR Performance Period

⁽³⁾ Dividends are assumed to be reinvested as of the ex-dividend date

(h)“Retirement” means retiring at age 65 or older with at least three years of service (as credited for purposes of the Company’s qualified retirement plan).

3.Rights and Restrictions with Respect to Performance Stock Units.

(a)The Performance Stock Units granted pursuant to this Agreement represent an unfunded and unsecured obligation of the Company, and the Employee shall have no rights with respect to the Performance Stock Units other than those of a general creditor of the Company. Prior to the issuance of Shares as payment with respect to the Performance Stock Units, the Employee shall have no voting, dividend or other rights of ownership in or to the Shares underlying the Performance Stock Units and shall not be deemed the beneficial owner of such Shares.

(b)Except as otherwise provided in this Agreement, none of the Performance Stock Units may be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of; provided, however, the right to receive payment with respect to the Performance Stock Units may be transferred upon the death of the Employee to the Employee’s Successor.

4.Vesting of and Earning the Performance Stock Units.

(a)The Performance Stock Units subject to this Agreement shall vest on March 16, 2024 (the “Vesting Date”) or, if earlier, upon any of the following “Acceleration Events”: (i) termination of the Employee’s employment with the Company and its Subsidiaries by reason of his or her death or Disability, subject to the additional provisions of Section 5(b), (ii) Retirement, subject to the additional provisions of Section 5(c), or (iii) termination of the Employee’s employment with the Company and its Subsidiaries by the Company without Cause (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment) or by the Employee for Good Reason (as defined herein unless defined in any written agreement or severance plan between the Company and the Employee in effect at the time of such termination of employment), in either case following a Change in Control of the Company, subject to the additional provisions of Section 5(c).

(b)The number of Performance Stock Units earned by the Employee shall be determined based on the relative level of achievement of the Performance Goals during the Performance Period as set forth in Exhibit A or, upon an Acceleration Event, as described in Section 5 (such number of Performance Stock Units, the “Earned Performance Stock Units”). Performance between two stated levels will be interpolated when determining the percentage of the Earned Percentage Stock Units. The determination of the Earned Performance Stock Units shall be made by the Compensation Committee of the Board of

Directors in its sole discretion as soon as administratively possible after the Company’s audited financial statements are available for the final fiscal year of the Performance Period. Any Performance Stock Units or rights to Performance Stock Units that do not become Earned Performance Stock Units as of the Vesting Date or earlier upon an Acceleration Event shall be immediately and automatically forfeited to the Company without notice and without consideration.

(c)In the event of the termination of the Employee’s employment by the Company for Cause (as defined herein unless defined in any written agreement between the Company and the Employee in effect at the time of such termination of employment) or by the Employee without Good Reason (as defined herein unless defined in any written agreement between the Company and the Employee in effect at the time of such termination of employment) prior to the earlier of the Vesting Date or an Acceleration Event, the Employee’s right to any Performance Stock Units subject to this Agreement shall be immediately and automatically forfeited to the Company without notice for no consideration. For the avoidance of doubt, a termination by the Employee without Good Reason will not include a termination by reason of the Employee’s death, Disability, Retirement, or a termination by the Employee for Good Reason.

5.Determination of Earned Performance Units; Payment and Issuance of Shares.

(a)General Provision. As soon as administratively practicable following the determination of the achievement of the Performance Goals for the Performance Period, but in no event later than March 16 following the end of the Performance Period (the “Payment Date”), the Company shall make a payment to the Employee of one Share for every Earned Performance Stock Unit as payment with respect to each such Earned Performance Stock Unit.

(b)Death or Disability. If the Employee’s employment with the Company is terminated prior to the last day of the Performance Period by reason of an Acceleration Event based on Employee’s death or Disability, then (i) for purposes of determining the number of Earned Performance Stock Units as of such Acceleration Event, the achievement of the Performance Goals shall be deemed to be at the target level of 100%, (ii) the number of Earned Performance Units that vest shall be pro-rated by multiplying the total number of Earned Performance Units determined under Section 5(b)(i) by a fraction, the numerator of which is the number of whole months the Employee was employed from the date of this Agreement until the date of death or Disability and the denominator of which is 36, (iii) the Company shall make a payment to the Employee of one Share for every Earned Performance Stock Unit as soon as reasonably practicable following such Acceleration Event, but in no event later than thirty (30) days after the date of the Acceleration Event, and (iv) the Employee will not be entitled to any further payment pursuant to this Agreement.

(c) Other Acceleration Events. If an Acceleration Event occurs prior to the Vesting Date (i) by reason of Retirement, (ii) by the Company without Cause (as defined herein unless defined in any written agreement between the Company and the Employee in effect at the time of such termination of employment), or (iii) by the Employee for Good

Reason (as defined herein unless defined in any written agreement between the Company and the Employee in effect at the time of such termination of employment), the determination of the number of Earned Performance Stock Units, and any payment to be made to the Employee with respect to any Earned Performance Stock Units, shall be made as soon as reasonably practicable following the determination of the achievement of the Performance Goals for the Performance Period, but in no event later than March 16 of the calendar year following the end of the Performance Period.

(d)Dividends. If any dividends are declared on the Company’s Shares while the Performance Stock Units subject to this Agreement are outstanding, the Company shall make a payment to the Employee on the Payment Date or the Acceleration Event, as the case may be, with respect to each Performance Stock Unit that became a Earned Performance Stock Unit on the Payment Date or the Acceleration Event, in an amount equal to the aggregate amount of dividends that would have been payable to the Employee with respect to each such Earned Performance Stock Unit had such Earned Stock Performance Unit instead been an issued and outstanding Share on the record date of any such dividends (the “Dividend Equivalent Amount”). At the Company’s discretion, payment of the Dividend Equivalent Amount may be made in cash or in Shares having a Fair Market Value on the Payment Date or the Acceleration Event, as the case may be, equal to the Dividend Equivalent Amount. In no event will dividends or any dividend equivalents be paid on unvested Performance Stock Units which are forfeited.

(e)Manner of Delivery. At the Company’s election, the Company shall cause the Shares delivered as payment with respect to the Earned Performance Stock Units to either be evidenced by a book entry account maintained by the Company’s stock transfer agent (the “Transfer Agent”), by a certificate issued in the Employee’s name, or by delivery to the Employee’s individual share holdings account in the Company’s equity plan manager’s system (“Employee’s Account”).

(f)Shareholder Status. Upon the earlier of the date the Shares are evidenced in a book entry account maintained by the Transfer Agent, the date a certificate for the Shares are issued in the Employee’s name, or the date transferred to Employee’s Account, the Employee shall be a shareholder with respect to the Shares and shall have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and to receive any dividends and other distributions paid with respect to the Shares.

(g)Mandatory Holding Period. Employee shall maintain beneficial ownership of all Shares delivered as payment with respect to Earned Performance Stock Units, less any Shares disposed of in order to satisfy income tax withholding requirements, the until the earlier to occur of the first anniversary of the Vesting Date of such Shares or Employee’s termination of employment for any reason. For purposes hereof, beneficial ownership shall be determined in accordance with Section 16 of the Securities Exchange Act of 1934.

(h)Cash Payment Election. Notwithstanding anything to the contrary herein, following a Change of Control of the Company, the Company or its successor, at its election, may elect to make any payment required to be made to the Employee pursuant to this Section 5 in cash rather than Shares.

6.Taxes. The Company shall have the right to satisfy any obligation of the Company to withhold taxes or other amounts with respect to the Earned Performance Stock Units by withholding Shares otherwise deliverable to the Employee with respect to the Earned Performance Stock Units having a Fair Market Value equal to the amount of such tax or other withholdings, provided that the amount will not result in liability accounting for the Company. Furthermore, the Company may elect to deduct from any cash payment made to the Employee pursuant to this Agreement the amount of any taxes or other amounts which the Company is or will be required to withhold with respect to such cash payment.

7.No Right to Employment. Nothing in this Agreement shall confer upon the Employee any right to continue in the employ of the Company or any of its Subsidiaries or interfere with or restrict in any way with the right of the Company or any such Subsidiary to terminate his employment at any time for any reason whatsoever, with or without Cause.

8.Acknowledgement and Section 409A Compliance.

(a)Employee acknowledges that neither the Company nor any of the Company’s affiliates, officers, shareholders, employees, agents or representatives has provided or is providing the undersigned with tax advice regarding the Performance Stock Units subject to this Agreement or any other matter, and the Company has urged the Employee to consult with his own tax advisor with respect to the income taxation consequences associated with the Performance Stock Units subject to this Agreement.

(b)It is intended that this Award of Performance Stock Units comply with Section 409A of the Code, and this Award and the terms of this Agreement shall be interpreted and administered in a manner consistent with such intent, although in no event shall the Company have any liability to the Employee if this Award or the terms of this Agreement are determined not to comply with Section 409A of the Code. For purposes of this Agreement, termination of employment means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h).

(d)If the Employee is a “specified employee” within the meaning of Section 409A of the Code at the time of his “separation from service” within the meaning of Section 409A of the Code, then any payment otherwise required to be made to him under this Agreement on account of his separation from service, to the extent such payment (after taking into account all exclusions applicable to such payment under Section 409A of the Code) is properly treated as deferred compensation subject to Section 409A of the Code, shall not be made until the first business day after (i) the expiration of six months from the date of the Employee’s separation from service, or (ii) if earlier, the date of the Employee’s death.

9.Incorporation of Provisions of the Plan. All of the provisions of the Plan pursuant to which the Performance Stock Units are granted are hereby incorporated by reference

and made a part hereof as if specifically set forth herein, and to the extent of any conflict between this Agreement and the terms contained in the Plan, the Plan shall control. To the extent any capitalized terms are not otherwise defined herein, they shall have the meanings set forth in the Plan.

11.Waiver and Modification. The provisions of this Agreement may not be waived or modified unless such waiver or modification is in writing and signed by the parties hereto.

14.Governing Law. This Agreement shall be governed by the laws of the State of Ohio.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed, and the Employee has hereunto set his hand, all as of the day and year first above written.

MYERS INDUSTRIES, INC.

By:
Its:	President and Chief Executive Officer


______________________, Employee

Exhibit A






Myers Industries Performance Unit Calculation
in millions


	2021-2023 Performance Targets
	Threshold	Target	Maximum
Payout %	50.0%	100.0%	200.0%
3-year Cumulative EBITDA (in millions)


Myers rTSR Percentile Ranking	TSR Modifier (% of Target Units)
75^th percentile or higher	125%
25^th percentile to 74.99^th percentile	100%
24.99^th percentile or lower	75%

3/02/2021 38515779 V.2

Exhibit 31.1

Certification Per Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael P. McGaugh, certify that:

I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 6, 2021	/s/ Michael P. McGaugh
		Michael P. McGaugh, President and Chief Executive Officer

Exhibit 31.2

Certification Per Section 302 of the Sarbanes-Oxley Act of 2002

I, Sonal P. Robinson, certify that:

I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 6, 2021	/s/ Sonal P. Robinson
		Sonal P. Robinson, 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 March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael P. McGaugh, 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 March 31, 2021 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:	May 6, 2021	/s/ Michael P. McGaugh
		Michael P. McGaugh, 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 March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Sonal P. Robinson, 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:

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	May 6, 2021	/s/ Sonal P. Robinson
		Sonal P. Robinson, 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.