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Myers Industries(MYE) - 2022 Q4 - Annual Report

PART I Business Overview Myers Industries, Inc., founded in 1933 and headquartered in Akron, Ohio, has evolved into an international manufacturing and distribution enterprise. The company operates in two distinct segments: Material Handling and Distribution. Its business strategy focuses on transforming the Material Handling Segment into a high-growth, customer-centric innovator of engineered plastic solutions, while optimizing and growing the Distribution Segment. Key strategic pillars include driving organic growth, operational excellence, bolt-on acquisitions, and developing a high-performance culture - Myers Industries, Inc. was founded in 1933 and went public in 1971, trading on the NYSE under MYE16 - The company is a leader in manufacturing plastic reusable material handling containers and pallets, plastic fuel tanks, and is the largest distributor of tools, equipment, and supplies for the tire, wheel, and under-vehicle service industry in the U.S17 - As of December 31, 2022, Myers Industries operated 17 manufacturing facilities, 7 sales offices, 9 distribution centers, and 3 distribution branches across North and Central America, employing approximately 2,500 people1851 - The company's business strategy is focused on transforming its Material Handling Segment into a high-growth, customer-centric innovator and optimizing/growing its Distribution Segment, with a long-term plan comprising three, three-year horizons20 - Strategic pillars include driving organic growth (sales, pricing, innovation, e-commerce), operational excellence (continuous improvement, purchasing, SG&A optimization), bolt-on acquisitions, and developing a high-performance culture (safety, talent, inclusion, leadership, community)2023 - No single customer accounted for more than 10% of total net sales in 2022, 2021, or 2020, indicating a diversified customer base50 - The backlog of orders was approximately $102 million at December 31, 2022, and $109 million at December 31, 2021, with most orders expected to be delivered within 90 days57 General Development of Business Myers Industries, Inc. has grown from a tire service supplies distributor into an international manufacturing and distribution enterprise since its founding in 1933 - Myers Industries, Inc. was founded in 1933 and went public in 1971, with its stock traded on the New York Stock Exchange under the ticker symbol MYE16 - The company has grown from a small tire service supplies distributor into an international manufacturing and distribution enterprise16 Description of Business The company operates in two distinct segments: Material Handling, focusing on plastic solutions, and Distribution, providing tire and automotive service supplies - The company operates in two distinct business segments: Material Handling and Distribution21 - The Material Handling Segment manufactures durable plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products, OEM parts, custom plastic products, consumer fuel containers, and tanks for water, fuel, and waste handling22 - The Distribution Segment distributes tools, equipment, and supplies for tire servicing, wheel, and automotive under-vehicle service, and manufactures tire repair materials and custom rubber products, including reflective highway marking tape2324 - Recent acquisitions include Mohawk Rubber Sales (May 2022, Distribution Segment, ~$65 million annual sales), Trilogy Plastics (July 2021, Material Handling Segment, ~$35 million annual sales), and Elkhart Plastics (November 2020, Material Handling Segment, ~$100 million annual sales)252627 Material Handling Segment This segment focuses on manufacturing highly engineered polymer packaging, storage, and specialty molded parts for diverse industrial and consumer markets Material Handling Segment Key Attributes (Year Ended December 31, 2022) | Attribute | Details | | :--- | :--- | | Net Sales | $647.6 million (72% of total) | | Key Product Areas | Plastic Reusable Containers & Pallets, Plastic Storage & Organizational Products, Plastic and Metal Carts, Metal Cabinets, Custom Products | | Product Brands | Akro-Mils®, Jamco®, Buckhorn®, Ameri-Kart®, Scepter®, Elkhart Plastics™, Trilogy Plastics | | Key Capabilities & Services | Plastic Rotational Molding, Plastic Injection Molding, Structural Foam Molding, Plastic Blow Molding, Material Regrind & Recycling, Product Design, Prototyping, Product Testing, Material Formulation, Plastic Thermoforming, Infrared Welding, Metal Forming, Stainless Steel Forming | | Representative Markets | Agriculture, Automotive, Food Processing, Food Distribution, Healthcare, Industrial, Manufacturing, Retail Distribution, Wholesale Distribution, Consumer, Recreational Vehicle, Marine, Military | - The segment manufactures highly engineered polymer packaging containers, storage and safety products, and specialty molded parts34 - Products are primarily injection molded, rotationally molded, or blow molded, serving diverse markets including industrial manufacturing, food processing, and automotive22 Distribution Segment This segment is the largest U.S. distributor of tire, wheel, and under-vehicle service tools and supplies, also manufacturing tire repair and highway marking products Distribution Segment Key Attributes (Year Ended December 31, 2022) | Attribute | Details | | :--- | :--- | | Net Sales | $252.0 million (28% of total) | | Key Product Areas | Tire Valves & Accessories, Tire Changing & Balancing Equipment, Lifts & Alignment Equipment, Service Equipment, Hand Tools, Tire Repair & Retread Equipment & Supplies, Brake, Transmission & Allied Service Equipment & Supplies, Highway Markings, Industrial Rubber, General Shop Supplies, Tire Pressure Monitoring System | | Product Brands | Myers Tire Supply®, Myers Tire Supply International, Patch Rubber Company®, Elrick, Fleetline, MTS, Mohawk Rubber Sales, Seymoure, Tuffy, Advance Traffic Markings, MXP™ | | Key Capabilities & Services | Broad Sales Coverage, Local Sales, Nine Strategically Placed Distribution Centers, International Distribution, Personalized Service, National Accounts, Product Training, Repair/Service Training, "Speed to Market", Rubber Mixing, Rubber Compounding, Rubber Calendaring, Tiered Product Offerings, Powder Coating, Custom | | Representative Markets | Retail Tire Dealers, Truck Tire Dealers, Auto Dealers, Commercial Auto & Truck Fleets, General Repair & Services Facilities, Tire Re-treaders, Tire Repair Products/Services, Governmental Agencies, Telecommunications, Industrial, Road Construction, Mining, Truck Stop Operations | - The Distribution Segment is the largest U.S. distributor and single source for tire, wheel, and under-vehicle service tools, equipment, and supplies, offering over 30,000 unique items43 - Patch Rubber Company manufactures comprehensive lines of tire repair and retreading products, and also uses its rubber expertise for products like reflective highway marking tape45 Raw Materials & Suppliers The company sources commodity raw materials like plastic resins, steel, and rubber from diverse suppliers, mitigating single-source risk but facing potential disruptions for specialized grades - The company primarily purchases polyethylene, polypropylene, polystyrene plastic resins, steel, synthetic, and natural rubber from a wide range of third-party suppliers46 - Most raw materials are commodity products available from several domestic suppliers, mitigating the risk of losing any single supplier, though limited suppliers for certain plastic resin grades can cause temporary disruptions46 Competition The company faces substantial competition in both segments, with the Material Handling segment competing with manufacturers of similar products and the Distribution segment competing with various distributors - The Material Handling Segment faces substantial competition from manufacturers of similar and substitute products, primarily from private entities, maintaining strong brand presence in niche sectors48 - The Distribution Segment competes with small companies, regional distributors, and national auto parts chains, and is the largest U.S. distributor of tire, wheel, and under-vehicle service tools, equipment, and supplies based on national coverage49 Customer Dependence The company maintains a diversified customer base, with no single customer accounting for more than 10% of total net sales in recent years - No single customer accounted for more than 10% of total net sales in 2022, 2021, or 2020, indicating a diversified customer base50 Human Capital Management As of December 31, 2022, the company employed approximately 2,500 people globally, emphasizing core values, safety, talent development, and community involvement - As of December 31, 2022, the company employed approximately 2,500 people globally, with 1,800 in Material Handling, 600 in Distribution, and 100 in Corporate/shared services51 - Approximately 120 employees were represented by a labor union, with the collective bargaining agreement expiring on June 30, 202551 - Core values include Integrity, Optimism, Customer Focus, and Can-do Spirit, emphasizing safety, collaboration, continuous improvement, talent development, and community involvement5257 - The company has health and safety programs, initiatives for diversity and inclusion, and talent development programs including competitive wages/benefits, employee engagement surveys, and professional training53545556 Available Information The company files various reports with the SEC, including annual, quarterly, and current reports, all accessible on sec.gov and its corporate website - The company files annual reports (10-K), quarterly reports (10-Q), current reports (8-K), and proxy statements (Schedule 14A) with the SEC, available on sec.gov and myersindustries.com5859 Risk Factors Myers Industries faces a range of risks that could materially affect its financial performance and operations. These include significant increases in raw material costs or supply disruptions, intense competition, potential production interruptions at manufacturing facilities, challenges in developing and marketing new products, and difficulties in protecting intellectual property. The company's strategic growth initiatives may not achieve anticipated benefits, and economic downturns or inflationary conditions could adversely impact results. Furthermore, international operations expose the company to foreign currency and regulatory risks. Financial risks include maintaining access to credit and managing debt covenants, while data privacy and information security breaches pose operational and reputational threats. Legal, compliance, and environmental regulations, including potential liabilities from contaminated sites, also present significant challenges - Significant increases in raw material costs (e.g., plastic resins, steel, rubber) or disruptions in their availability could adversely affect financial performance, as market conditions may limit the ability to offset these costs with price increases626365 - Operating in a highly competitive business environment, with ongoing industry consolidation, could prevent the company from achieving sales, pricing, and income goals6869 - Production disruptions due to physical risks (accidents, natural disasters), equipment failures, or difficulties in securing skilled labor could adversely affect operations, revenue, and profitability707172 - Failure to successfully develop and market new products or protect intellectual property rights could negatively impact future performance and competitive position7374 - The company's strategic growth initiatives, including organic growth, market expansion, technology investments, and acquisitions, have inherent risks and may not achieve anticipated benefits or successful integration767778 - Economic downturns, inflationary conditions, and fluctuations in currency exchange rates (especially for international operations, which accounted for ~6% of net sales in 2022) could adversely affect results798081 - Inability to maintain access to credit financing or comply with debt covenants could adversely affect liquidity and financial obligations8486 - Information technology system interruptions or security breaches, and changes in privacy laws, could lead to misuse of confidential information, operational disruptions, and significant compliance costs8990 - Exposure to future claims, litigation, regulatory actions (including environmental liabilities like the New Idria Mercury Mine Superfund site), and inadequate insurance coverage could adversely affect financial condition91929497 - General risk factors include failure to maintain effective internal control over financial reporting, and impacts from unforeseen events like natural disasters, public health crises (e.g., COVID-19), and geopolitical crises99100101 Risks Relating to Our Business and Operations The company faces operational risks including raw material cost increases, intense competition, production interruptions, new product development challenges, and intellectual property protection issues - Significant increases in raw material costs (e.g., plastic resins, colorants, steel, natural/synthetic rubbers) or disruptions in their availability could adversely affect financial performance, as market conditions may limit the ability to offset these costs with price increases626365 - The company operates in highly competitive markets, which could prevent it from achieving sales, product pricing, and income goals, especially with ongoing industry consolidation creating competitors with greater resources6869 - Operations depend on continuous, uninterrupted production at manufacturing facilities, which are subject to physical risks (accidents, natural disasters), equipment failures, and difficulties in hiring/retaining skilled labor, potentially leading to production delays, revenue loss, and increased costs707172 - Future performance depends on the ability to develop and market new products in response to changes in technology, regulatory requirements, or competitive processes; delays or lack of market acceptance could adversely affect operating performance73 - Inability to protect intellectual property rights (patents, trademarks, know-how, trade secrets) or avoid claims of infringement by others could result in litigation, damages, and adverse effects on business and results of operations74 - The loss of key employees or senior management team members could adversely impact business and operations, including the ability to successfully implement business strategy and achieve objectives75 Risks Relating to the Execution of Our Strategy Strategic growth initiatives, including organic growth and acquisitions, carry inherent risks and may not achieve anticipated benefits or successful integration, potentially impacting financial results - The company's strategic growth initiatives, including organic growth, market expansion, strengthened customer relationships, technology investments, consolidation, and strategic acquisitions/divestitures, have inherent risks and may not achieve anticipated benefits or produce significant revenues/profits7677 - Past and future acquisitions (e.g., Mohawk, Trilogy) may not realize anticipated improved operating results, and the company may experience difficulties in integrating acquired businesses or inherit significant liabilities7882 Risks Relating to Economic Conditions and Currency Exchange Rates Economic downturns, inflationary pressures, and foreign currency fluctuations, particularly from international operations, could adversely impact the company's financial results and condition - A downturn or inflationary conditions in the U.S. economy or global markets could adversely impact results of operations and financial condition, affecting labor costs, raw material prices, and customer demand7980 - Operations in foreign countries (primarily Canada and Central America), which accounted for approximately 6% of total net sales in 2022, expose the company to risks such as currency exchange rate fluctuations, limitations on remittances, foreign investment restrictions, and higher inflation rates8183 Risks Relating to Our Debt and Capital Structure The company faces risks related to maintaining credit access, complying with debt covenants, and potential influence from significant equity ownership concentrations - Inability to maintain access to credit financing could adversely affect the company's ability to make debt payments, fund capital expenditures, finance acquisitions, and pay dividends8485 - Breach of financial ratio covenants in credit facilities could result in default, leading lenders to declare outstanding indebtedness immediately due and payable86 - Significant equity ownership concentration by groups like Gamco Group (14.7%) and Blackrock, Inc. (15.8%) could influence actions requiring shareholder approval8788 Risks Related to Data Privacy and Information Security Information technology systems are vulnerable to security breaches and evolving privacy laws, potentially leading to data misuse, operational disruptions, reputational damage, and increased compliance costs - Information technology systems are vulnerable to damage, interruption, or security breaches (e.g., viruses, unauthorized intrusion), which could lead to misuse of confidential information, data manipulation, production downtimes, and negative impacts on reputation and financial results89 - Evolving privacy laws, regulations, and standards globally may require significant compliance costs, and any inability to adequately address privacy/security concerns could result in liability and damage to the business90 Risks Related to Legal, Compliance and Regulatory Matters The company is exposed to various claims, litigation, and environmental liabilities, including potential costs from contaminated sites, and faces risks from evolving environmental and tax regulations - The company is exposed to various claims and litigation, including breach of contract, warranty, product liability, and environmental liabilities (e.g., New Idria Mercury Mine Superfund site), which can be costly to defend and divert management attention919294 - Current and future environmental laws and regulations, particularly those specific to plastic products, could increase production costs or adversely affect demand, potentially having a material adverse effect on the business9296 - Insurance coverage may be inadequate against potential hazardous incidents, and changes in laws and regulations (including tax laws) could have an adverse impact on operations and financial results9798 General Risk Factors General risks include ineffective internal controls over financial reporting and impacts from unforeseen events such as natural disasters, public health crises, or geopolitical instability - Failure to maintain an effective system of internal control over financial reporting could lead to inaccurate financial reporting, harming business and stock price99 - The COVID-19 pandemic, or similar future public health crises, could negatively affect business, financial position, results of operations, and liquidity through impacts on customer demand, supply chains, and labor availability100 - Unforeseen events such as natural disasters, severe weather, public health crises, or geopolitical crises may negatively impact economic conditions by disrupting operations, affecting suppliers/customers, or impacting customer spending101102 Unresolved Staff Comments The company reported no unresolved staff comments from the SEC Properties Myers Industries owns and leases various properties across North and Central America for corporate administration, manufacturing, distribution, sales, and warehousing. As of December 31, 2022, the company utilized a mix of owned and leased facilities, with several leases expiring in 2023, 2024, and 2025. The company believes its properties, machinery, and equipment are well-maintained and adequate for their intended purposes Principal Properties Owned and Leased (as of December 31, 2022) | Business Location | Segment | Principal Use | Owned/Leased | Lease Expiration | | :--- | :--- | :--- | :--- | :--- | | Akron, Ohio | Corporate/Distribution | Administration and distribution center | Owned | N/A | | Akron, Ohio | Material Handling/Corporate | Administration and warehousing | Owned | N/A | | Miami, Oklahoma | Material Handling | Manufacturing and distribution | Owned | N/A | | Roanoke Rapids, North Carolina | Distribution | Manufacturing and distribution | Owned | N/A | | Scarborough, Ontario | Material Handling | Manufacturing and distribution | Owned | N/A | | Springfield, Missouri | Material Handling | Manufacturing and distribution | Owned | N/A | | Wadsworth, Ohio | Material Handling | Manufacturing and distribution | Owned | N/A | | Alpharetta, Georgia | Distribution | Sales and distribution center | Leased | 2023 | | Atlantic, Iowa | Material Handling | Manufacturing and distribution | Leased | 2023 | | Cuyahoga Falls, Ohio | Distribution | Distribution center | Leased | 2023 | | Milford, Ohio | Material Handling | Administration and sales | Leased | 2023 | | Mixco, Guatemala | Distribution | Distribution center | Leased | 2023 | | Salt Lake City, Utah | Distribution | Sales and distribution center | Leased | 2023 | | Southaven, Mississippi | Distribution | Distribution center | Leased | 2023 | | Springfield, Missouri | Material Handling | Warehousing | Leased | 2023 | | Littleton, Colorado | Material Handling | Manufacturing and distribution | Leased | 2024 | | Middlebury, Indiana | Material Handling | Manufacturing and distribution | Leased | 2024 | | San Salvador, El Salvador | Distribution | Distribution center | Leased | 2024 | | Alliance, Ohio | Material Handling | Warehousing | Leased | 2025 | | Houston, Texas | Distribution | Sales and distribution center | Leased | 2025 | | White Pigeon, Michigan | Material Handling | Manufacturing and distribution | Leased | 2025 | | Bristol, Indiana | Material Handling | Manufacturing and distribution | Leased | 2026 | | Juan Diaz, Panama | Distribution | Distribution center | Leased | 2026 | | Midland, Michigan | Corporate | Administration | Leased | 2026 | | Decatur, Georgia | Material Handling | Manufacturing and distribution | Leased | 2027 | | South Bend, Indiana | Material Handling | Manufacturing and distribution | Leased | 2027 | | Hingham, Massachusetts | Distribution | Sales and distribution center | Leased | 2028 | | Pomona, California | Distribution | Sales and distribution center | Leased | 2028 | | Ridgefield, Washington | Material Handling | Manufacturing and distribution | Leased | 2029 | | South Beloit, Illinois | Material Handling | Manufacturing and distribution | Leased | 2031 | | Alliance, Ohio | Material Handling | Manufacturing and distribution | Leased | 2032 | | Bristol, Indiana | Material Handling | Manufacturing and distribution | Leased | 2036 | - The company believes its properties, machinery, and equipment are generally well maintained and adequate for their purposes105 Legal Proceedings Myers Industries is involved in various lawsuits and legal proceedings in the ordinary course of business, some covered by insurance. Management believes the ultimate outcome of these matters, including specific environmental and patent infringement cases, will not have a material adverse effect on its financial position, cash flows, or results of operations, though inherent uncertainties exist - The company is a defendant in various lawsuits and a party to other legal proceedings arising in the ordinary course of business, some covered by insurance106 - Management believes the ultimate outcome of these matters, including the New Idria Mercury Mine, New Almaden Mine, and Patent Infringement cases, will not have a material adverse effect on financial position, cash flows, or overall trends in results of operations, but acknowledges inherent uncertainties107108 INFORMATION ABOUT OUR EXECUTIVE OFFICERS This section provides an overview of Myers Industries' executive officers as of February 24, 2023, detailing their current roles and prior experience. The executive team includes Michael P. McGaugh as President and CEO, Monica P. Vinay as Interim CFO, Jeffrey J. Baker as VP of Shared Services, James H. Gurnee as VP of Sales, Marketing, and Commercial Excellence, and Paul A. Johnson as VP of the Distribution Segment Executive Officers (as of February 24, 2023) | Name | Age | Title | | :--- | :--- | :--- | | Michael P. McGaugh | 49 | President and Chief Executive Officer | | Monica P. Vinay | 54 | Interim Chief Financial Officer | | Jeffrey J. Baker | 60 | Vice President, Shared Services | | James H. Gurnee | 65 | Vice President, Sales, Marketing, and Commercial Excellence | | Paul A. Johnson | 58 | Vice President, Distribution Segment | - Executive officers are appointed annually by the Board of Directors109 PART II Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities Myers Industries' common stock is traded on the New York Stock Exchange under the symbol MYE. As of December 31, 2022, there were 862 shareholders of record. The company maintained a consistent quarterly dividend of $0.135 per share in both 2021 and 2022. While the Board authorized share repurchases, no shares were purchased during the three months ended December 31, 2022. The company's cumulative total shareholder return for the five years ended December 31, 2022, was 132.18%, outperforming the Russell 2000 Index and S&P 600 Materials (Sector) Index, but trailing the S&P 500 Index - The Company's common stock is traded on the New York Stock Exchange under the symbol MYE116 - As of December 31, 2022, there were 862 shareholders of record116 Dividends Declared Per Share | Quarter Ended | 2022 | 2021 | | :--- | :--- | :--- | | March 31 | $0.135 | $0.135 | | June 30 | $0.135 | $0.135 | | September 30 | $0.135 | $0.135 | | December 31 | $0.135 | $0.135 | - No shares were purchased under the stock repurchase plan during the three months ended December 31, 2022, with 2,452,335 shares remaining available for repurchase118 5-Year Cumulative Total Return (Assumes Initial Investment of $100 on Dec 31, 2017) | Index | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Myers Industries Inc. (Cum $) | 100.00 | 79.61 | 90.63 | 117.21 | 115.91 | 132.18 | | S&P 500 Index - Total Return (Cum $) | 100.00 | 95.62 | 125.72 | 148.85 | 191.58 | 156.88 | | Russell 2000 Index (Cum $) | 100.00 | 88.99 | 111.70 | 134.00 | 153.85 | 122.41 | | S&P 600 Materials (Sector) Index (Cum $) | 100.00 | 77.75 | 93.74 | 115.00 | 136.18 | 127.88 | Comparison of 5 Year Cumulative Total Return Myers Industries' five-year cumulative total return outperformed two benchmark indices but lagged the S&P 500 Index 5-Year Cumulative Total Return (Assumes Initial Investment of $100 on Dec 31, 2017) | Index | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Myers Industries Inc. (Cum $) | 100.00 | 79.61 | 90.63 | 117.21 | 115.91 | 132.18 | | S&P 500 Index - Total Return (Cum $) | 100.00 | 95.62 | 125.72 | 148.85 | 191.58 | 156.88 | | Russell 2000 Index (Cum $) | 100.00 | 88.99 | 111.70 | 134.00 | 153.85 | 122.41 | | S&P 600 Materials (Sector) Index (Cum $) | 100.00 | 77.75 | 93.74 | 115.00 | 136.18 | 127.88 | - Myers Industries' cumulative return of $132.18 (from $100) for the five years ended December 31, 2022, outperformed the Russell 2000 Index ($122.41) and the S&P 600 Materials (Sector) Index ($127.88), but lagged the S&P 500 Index ($156.88)122 Reserved This item is marked as 'Reserved' and is not applicable for this report Management's Discussion and Analysis of Financial Condition and Results of Operations Myers Industries reported strong financial performance for the year ended December 31, 2022, with total net sales increasing by 18.1% to $899.5 million, driven by higher pricing and strategic acquisitions. Gross profit significantly improved by 34.0% to $283.4 million, with the gross profit margin expanding to 31.5%. Operating income rose by 70.3% to $83.9 million, and net income increased by 79.7% to $60.3 million. The company maintained a strong liquidity position with $23.1 million cash on hand and $188.3 million available under its Loan Agreement, enabling it to manage working capital, fund capital expenditures, and pursue future growth. Key accounting policies and estimates, including contingencies, income taxes, and business combinations, are critical to financial reporting - The company operates in two distinct segments: Material Handling and Distribution, manufacturing plastic, metal, and rubber products124125 - The economic environment in 2022 included heightened risks from inflation, interest rates, volatile commodity costs, supply chain disruptions, and labor availability, but the company believes it is well-positioned with a strong balance sheet and diverse offerings126 Results of Operations: 2022 Compared with 2021 In 2022, total net sales increased by 18.1% to $899.5 million, driven by pricing and acquisitions, leading to significant improvements in gross profit and net income Net Sales (Year Ended December 31) | Segment | 2022 ($ thousands) | 2021 ($ thousands) | Change ($ thousands) | % Change | | :--- | :--- | :--- | :--- | :--- | | Material Handling | $647,619 | $564,068 | $83,551 | 14.8% | | Distribution | $251,966 | $197,427 | $54,539 | 27.6% | | Inter-company sales | $(38) | $(60) | $22 | - | | Total net sales | $899,547 | $761,435 | $138,112 | 18.1% | - Total net sales increased by $138.1 million (18.1%) in 2022, primarily due to higher pricing ($95.8 million) and incremental sales from acquisitions ($63.8 million from Mohawk and Trilogy), partially offset by lower volume/mix ($19.7 million) and unfavorable currency translation ($1.8 million)127 Cost of Sales & Gross Profit (Year Ended December 31) | Metric | 2022 ($ thousands) | 2021 ($ thousands) | Change ($ thousands) | % Change | | :--- | :--- | :--- | :--- | :--- | | Cost of sales | $616,181 | $550,014 | $66,167 | 12.0% | | Gross profit | $283,366 | $211,421 | $71,945 | 34.0% | | Gross profit as a percentage of sales | 31.5% | 27.8% | - | +3.7 pp | - Gross profit increased by $71.9 million (34.0%) in 2022, driven by higher pricing, acquisitions, and lower raw material costs ($3.0 million), despite cost inflation ($5.9 million) and unfavorable currency translation ($0.8 million); gross profit margin improved from 27.8% to 31.5%131 Selling, General and Administrative Expenses (Year Ended December 31) | Metric | 2022 ($ thousands) | 2021 ($ thousands) | Change ($ thousands) | % Change | | :--- | :--- | :--- | :--- | :--- | | SG&A expenses | $199,489 | $163,502 | $35,987 | 22.0% | | SG&A expenses as a percentage of sales | 22.2% | 21.5% | - | +0.7 pp | - SG&A expenses increased by $36.0 million (22.0%) in 2022, primarily due to incremental SG&A from acquisitions ($10.7 million), higher salaries and benefits ($3.8 million), increased incentive compensation and commissions ($12.1 million), higher variable selling expenses ($3.8 million), and higher facility costs ($3.1 million)132 - Gains on disposal of fixed assets decreased from $1.4 million in 2021 (related to a sale and leaseback) to $0.7 million in 2022133 - A $0.6 million pre-tax impairment loss was recorded in 2022 for an investment in a Distribution segment joint venture in India134 Net Interest Expense (Year Ended December 31) | Metric | 2022 ($ thousands) | 2021 ($ thousands) | Change ($ thousands) | % Change | | :--- | :--- | :--- | :--- | :--- | | Net interest expense | $5,731 | $4,208 | $1,523 | 36.2% | | Average outstanding borrowings, net | $112,318 | $87,410 | $24,908 | 28.5% | | Weighted-average borrowing rate | 4.87% | 4.56% | - | +0.31 pp | - Net interest expense increased by $1.5 million (36.2%) in 2022 due to higher average outstanding borrowings (mainly from the Mohawk acquisition) and a higher weighted-average borrowing rate136 Income Taxes (Year Ended December 31) | Metric | 2022 ($ thousands) | 2021 ($ thousands) | | :--- | :--- | :--- | | Income from continuing operations before income taxes | $78,210 | $45,093 | | Income tax expense | $17,943 | $11,555 | | Effective tax rate | 22.9% | 25.6% | - The effective tax rate decreased to 22.9% in 2022 from 25.6% in 2021, primarily due to the recognition of a previously unrecognized tax benefit and a reduction in state income taxes from income earned in lower-taxed jurisdictions137 Financial Condition & Liquidity and Capital Resources The company maintained a strong liquidity position in 2022 with $23.1 million cash and $188.3 million available credit, supporting operations, capital expenditures, and growth initiatives - As of December 31, 2022, the company had $23.1 million in cash, $188.3 million available under its Loan Agreement, and outstanding debt with a face value of $103.4 million, indicating a strong liquidity position138 - Cash provided by operating activities increased to $72.6 million in 2022 from $44.9 million in 2021, primarily due to higher net income139 - Net cash used by investing activities was $50.4 million in 2022, including $27.6 million for the Mohawk acquisition and $24.3 million in capital expenditures140 - Net cash used by financing activities was $16.3 million in 2022, including $19.8 million in dividends paid and $0.9 million in deferred financing fees, partially offset by $3.0 million net borrowings on the credit facility141 - The Loan Agreement was amended in September 2022, extending the maturity date to September 2027 and maintaining a $250 million borrowing limit142144 - As of December 31, 2022, the company was in compliance with all debt covenants, with an interest coverage ratio of 20.34 (minimum 3.00) and a leverage ratio of 0.94 (maximum 3.25)147276 - The company has no off-balance sheet arrangements expected to have a material current or future effect on its financial condition148 Critical Accounting Policies and Estimates Key accounting policies and estimates involve contingencies, income taxes, and business combinations, requiring significant management judgment and assumptions for financial reporting - Contingencies: Estimates for probable losses from legal proceedings and environmental matters are recorded, with potential adjustments as new information becomes available150 - Income Taxes: Inherent uncertainty in quantifying income tax positions, with evaluations based on facts, circumstances, and a more-likely-than-not recognition threshold151 - Business Combinations: Acquisition method accounting allocates costs to acquired assets and liabilities at fair value, requiring significant management judgment and estimates for intangible assets and goodwill152 Recent Accounting Pronouncements The company adopted ASU 2021-08, effective January 1, 2023, which did not materially impact its consolidated financial statements - The company adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, effective January 1, 2023, which did not have a material impact on its consolidated financial statements187 Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 For a detailed comparison of the company's 2021 and 2020 operating results, refer to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 - For a comparison of the company's results of operations for the fiscal years ended December 31, 2021, and December 31, 2020, refer to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021155 Quantitative and Qualitative Disclosures About Market Risk Myers Industries is exposed to market risks from interest rate fluctuations on floating-rate debt, foreign currency exchange rate movements from international operations, and commodity price volatility for raw materials, with limited use of derivatives for hedging - The company's financial results are subject to changes in market interest rates due to floating-rate financing arrangements (Term SOFR, RFR, EURIBOR, CDOR-based rates); a one percent increase in market interest rates would increase variable interest expense by approximately $0.6 million annually based on current debt levels156 - Foreign currency exchange risk arises from operations in Canada and Central America, with a systematic program to limit exposure to fluctuations in exchange rates related to U.S. dollar-denominated sales from Canadian businesses; foreign currency arrangements are typically three months or less, and no contracts were in place at December 31, 2022157 - Commodity price risk stems from the use of plastic resins and natural rubber in manufacturing; the company does not use derivative contracts to hedge these risks and has no significant obligations to purchase fixed quantities of commodities in future periods158 Financial Statements and Supplementary Data This section presents the audited consolidated financial statements of Myers Industries, Inc. and Subsidiaries for the years ended December 31, 2022, 2021, and 2020, prepared in conformity with U.S. GAAP. The financial statements include the Consolidated Statements of Operations, Comprehensive Income (Loss), Financial Position, Shareholders' Equity, and Cash Flows, along with comprehensive notes detailing significant accounting policies, acquisitions, goodwill, stock compensation, contingencies, debt, income taxes, retirement plans, and segment information. The independent registered public accounting firm, Ernst & Young LLP, issued an unqualified opinion on both the financial statements and the effectiveness of internal control over financial reporting - Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements for the three years ended December 31, 2022, and on the effectiveness of internal control over financial reporting as of December 31, 2022161162 - A critical audit matter identified was the New Idria Mercury Mine Environmental Liability, due to the high subjectivity of cost estimates for the Remedial Investigation/Feasibility Study (RI/FS)166167 Report of Independent Registered Public Accounting Firm Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting - Ernst & Young LLP provided an unqualified opinion on the consolidated financial statements for the three years ended December 31, 2022, and on the effectiveness of internal control over financial reporting as of December 31, 2022161162 - The critical audit matter identified was the New Idria Mercury Mine Environmental Liability, specifically the determination of the RI/FS liability, due to the high degree of subjectivity in estimates166167 Consolidated Statements of Operations The consolidated statements of operations show significant increases in net sales, gross profit, operating income, and net income for the year ended December 31, 2022 Consolidated Statements of Operations (Dollars in thousands, except per share data) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net sales | $899,547 | $761,435 | $510,369 | | Cost of sales | $616,181 | $550,014 | $338,409 | | Gross profit | $283,366 | $211,421 | $171,960 | | Selling, general and administrative expenses | $199,489 | $163,502 | $130,331 | | (Gain) loss on disposal of fixed assets | $(667) | $(1,382) | $3 | | Other (income) expenses | $603 | $0 | $(11,924) | | Operating income | $83,941 | $49,301 | $53,550 | | Interest expense, net | $5,731 | $4,208 | $4,688 | | Income before income taxes | $78,210 | $45,093 | $48,862 | | Income tax expense | $17,943 | $11,555 | $12,093 | | Net income | $60,267 | $33,538 | $36,769 | | Net income per common share: Basic | $1.66 | $0.93 | $1.03 | | Net income per common share: Diluted | $1.64 | $0.92 | $1.02 | | Dividends declared per share | $0.54 | $0.54 | $0.54 | - Net income increased significantly by 79.7% from $33.5 million in 2021 to $60.3 million in 2022172 - Diluted EPS increased from $0.92 in 2021 to $1.64 in 2022172 Consolidated Statements of Comprehensive Income (Loss) Comprehensive income increased to $57.9 million in 2022, despite a negative foreign currency translation adjustment, reflecting overall financial performance Consolidated Statements of Comprehensive Income (Loss) (Dollars in thousands) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net income | $60,267 | $33,538 | $36,769 | | Other comprehensive income (loss): Foreign currency translation adjustment | $(2,475) | $39 | $628 | | Other comprehensive income (loss): Pension liability, net of tax | $83 | $333 | $(52) | | Total other comprehensive income | $(2,392) | $372 | $576 | | Comprehensive income | $57,875 | $33,910 | $37,345 | - Comprehensive income increased from $33.9 million in 2021 to $57.9 million in 2022, despite a negative foreign currency translation adjustment of $(2.5) million in 2022175 Consolidated Statements of Financial Position Total assets increased by $58.1 million to $542.6 million in 2022, driven by growth in current assets, property, plant, and equipment, goodwill, and intangible assets Consolidated Statements of Financial Position (Dollars in thousands) | Asset/Liability/Equity | December 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Assets | | | | Current Assets | $257,207 | $219,914 | | Property, plant, and equipment, net | $101,566 | $92,049 | | Right of use asset - operating leases | $28,908 | $29,285 | | Goodwill | $95,157 | $88,778 | | Intangible assets, net | $51,752 | $50,181 | | Deferred income taxes | $129 | $106 | | Other Assets | $7,915 | $4,236 | | Total Assets | $542,634 | $484,549 | | Liabilities | | | | Current Liabilities | $137,762 | $132,500 | | Long-term debt | $93,962 | $90,945 | | Operating lease liability - long-term | $22,786 | $23,815 | | Finance lease liability - long-term | $8,919 | $9,437 | | Other liabilities | $15,270 | $13,086 | | Deferred income taxes | $7,508 | $5,441 | | Total Liabilities | $286,207 | $275,224 | | Shareholders' Equity | | | | Common Shares | $22,332 | $22,172 | | Additional paid-in capital | $315,865 | $306,720 | | Accumulated other comprehensive loss | $(17,793) | $(15,401) | | Retained deficit | $(63,977) | $(104,166) | | Total Shareholders' Equity | $256,427 | $209,325 | | Total Liabilities and Shareholders' Equity | $542,634 | $484,549 | - Total assets increased by $58.1 million (11.9%) to $542.6 million in 2022, driven by increases in accounts receivable, property, plant, and equipment, goodwill, and intangible assets178 - Total shareholders' equity increased by $47.1 million (22.5%) to $256.4 million in 2022, primarily due to net income and additional paid-in capital, despite an increase in accumulated other comprehensive loss178 Consolidated Statements of Shareholders' Equity Total shareholders' equity increased to $256.4 million in 2022, primarily due to net income and stock compensation, partially offset by dividends and foreign currency adjustments Consolidated Statements of Shareholders' Equity (Dollars in thousands, except share data) | Metric | January 1, 2020 | December 31, 2020 | December 31, 2021 | December 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | Total Shareholders' Equity | $166,682 | $189,100 | $209,325 | $256,427 | | Net income | $36,769 | $33,538 | $60,267 | | Declared dividends | $(19,570) | $(19,786) | $(20,078) | | Foreign currency translation adjustment | $628 | $39 | $(2,475) | | Pension liability, net of tax | $(52) | $333 | $83 | | Issuances under option plans | $1,631 | $3,696 | $2,235 | | Stock compensation expense | $3,534 | $3,196 | $7,436 | | Shares outstanding (end of period) | 35,921,025 | 36,262,259 | 36,500,020 | - Total shareholders' equity increased from $209.3 million in 2021 to $256.4 million in 2022, driven by net income of $60.3 million and stock compensation expense of $7.4 million, partially offset by declared dividends of $20.1 million and a negative foreign currency translation adjustment of $2.5 million180 Consolidated Statements of Cash Flows Net cash provided by operating activities increased to $72.6 million in 2022, while investing and financing activities used $50.4 million and $16.3 million, respectively Consolidated Statements of Cash Flows (Dollars in thousands) | Cash Flow Activity | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net cash provided by (used for) operating activities | $72,621 | $44,914 | $46,507 | | Net cash provided by (used for) investing activities | $(50,381) | $(50,289) | $(75,553) | | Net cash provided by (used for) financing activities | $(16,317) | $(5,188) | $(18,316) | | Foreign exchange rate effect on cash | $(439) | $(83) | $136 | | Net increase (decrease) in cash | $5,484 | $(10,646) | $(47,226) | | Cash at December 31 | $23,139 | $17,655 | $28,301 | - Net cash provided by operating activities increased to $72.6 million in 2022 from $44.9 million in 2021, primarily due to higher net income183 - Net cash used by investing activities remained stable at approximately $50.4 million in 2022, including $27.6 million for acquisitions and $24.3 million for capital expenditures183 - Net cash used by financing activities increased to $16.3 million in 2022 from $5.2 million in 2021, mainly due to higher dividend payments and deferred financing fees, partially offset by net borrowings183 Notes to Consolidated Financial Statements These notes provide detailed disclosures on significant accounting policies, acquisitions, goodwill, stock compensation, contingencies, debt, income taxes, retirement plans, and segment information 1. Summary of Significant Accounting Policies This section outlines the company's key accounting principles, including revenue recognition, fair value measurements, inventory valuation, and treatment of long-lived assets and income taxes - The consolidated financial statements are prepared in conformity with U.S. GAAP, requiring management estimates and assumptions185 - In January 2020, the company recognized an $11.9 million pre-tax gain from selling fully-reserved promissory notes and being released from a lease guarantee related to the 2015 sale of its Lawn and Garden business186 - The company adopted ASU 2021-08, Business Combinations (Topic 805), effective January 1, 2023, with no material impact187 - Foreign currency translation adjustments for consolidated foreign subsidiaries are recorded in other comprehensive income (loss)188 - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs); the fair value of fixed rate senior unsecured notes was estimated at $37.4 million in 2022 and $41.0 million in 2021 using Level 2 inputs189190 - Goodwill and indefinite-lived intangible asset impairment testing, and purchase price allocations for acquisitions, involve Level 3 fair value inputs193 - Credit risk concentration is limited due to diversified operations and customers; no single customer accounted for more than 10% of net sales in 2022194 Allowance for Credit Losses (Dollars in thousands) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Balance at January 1 | $2,173 | $2,335 | | Provision for expected credit loss, net of recoveries | $540 | $737 | | Write-offs and other | $(440) | $(899) | | Balance at December 31 | $2,273 | $2,173 | Inventories at December 31 (Dollars in thousands) | Category | 2022 | 2021 | | :--- | :--- | :--- | | Finished and in-process products | $54,991 | $56,684 | | Raw materials and supplies | $38,360 | $36,867 | | Total Inventories | $93,351 | $93,551 | - Approximately 35% of inventories are valued using the LIFO method, with the remainder using FIFO; if FIFO were used exclusively, inventories would be $8.6 million higher in 2022 and $7.0 million higher in 2021197198 Property, Plant and Equipment at December 31 (Dollars in thousands) | Category | 2022 | 2021 | | :--- | :--- | :--- | | Land | $6,907 | $6,733 | | Buildings and leasehold improvements | $60,982 | $59,199 | | Machinery and equipment | $311,822 | $296,809 | | Less allowances for depreciation and amortization | $(278,145) | $(270,692) | | Net Property, Plant and Equipment | $101,566 | $92,049 | - Long-lived assets and identifiable intangible assets with finite lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable201 Accumulated Other Comprehensive Income (Loss) at December 31 (Dollars in thousands) | Component | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | Foreign Currency Translation Adjustment | $(13,974) | $(13,935) | $(16,410) | | Defined Benefit Pension Plans | $(1,799) | $(1,466) | $(1,383) | | Total Accumulated Other Comprehensive Income (Loss) | $(15,773) | $(15,401) | $(17,793) | - Stock compensation expense was $7.4 million in 2022, $3.2 million in 2021, and $3.5 million in 2020, recognized over the requisite service period204246 - Income taxes are accounted for under the liability method, recognizing deferred tax assets and liabilities for temporary differences and carryforwards, with a valuation allowance if realization is not more likely than not205206 - Cash and cash equivalents include highly liquid instruments purchased with a maturity of three months or less208 - An investment in a joint venture in India was fully impaired in Q4 2022, resulting in a $0.6 million pre-tax impairment loss209 2. Revenue Recognition Revenue is recognized upon transfer of control, typically at shipment or delivery, with variable consideration like rebates and discounts estimated based on historical experience Revenue by Major Market (Dollars in thousands) | Major Market | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Consumer | $113,339 | $116,707 | $92,301 | | Vehicle | $165,139 | $170,322 | $77,085 | | Food and beverage | $125,111 | $83,817 | $54,752 | | Industrial | $243,992 | $193,162 | $119,687 | | Auto aftermarket | $251,966 | $197,427 | $166,544 | | Total net sales | $899,547 | $761,435 | $510,369 | - Revenue is recognized when control of products is transferred to customers, typically at shipment or delivery, and obligations are usually fulfilled within 90 days211 - Variable consideration, such as rebates and discounts, is estimated each period based on the most likely amount to be paid; expected returns are estimated based on historical experience212 Revenue Recognition Related Balances (Dollars in thousands) | Item (as of Dec 31) | 2022 | 2021 | Statement of Financial Position Classification | | :--- | :--- | :--- | :--- | | Returns, discounts and other allowances | $(986) | $(1,056) | Accounts receivable | | Right of return asset | $350 | $361 | Inventories, net | | Customer deposits | $(5,896) | $(1,816) | Other current liabilities | | Accrued rebates | $(4,711) | $(3,378) | Other current liabilities | - Costs for shipments to customers were $13.1 million (SG&A) and $10.5 million (cost of sales) in 2022214 3. Acquisitions This section details recent acquisitions, including Mohawk Rubber Sales and Trilogy Plastics, outlining their purchase prices, segment inclusion, and preliminary purchase price allocations - On May 31, 2022, the company acquired Mohawk Rubber Sales of New England Inc. for $27.6 million cash, net of cash acquired, including a $3.3 million working capital adjustment; Mohawk is included in the Distribution Segment216 Mohawk Acquisition: Preliminary Purchase Price Allocation (Dollars in thousands) | Category | Updated Preliminary Allocation | | :--- | :--- | | Accounts receivable | $10,482 | | Inventories | $8,193 | | Property, plant and equipment | $1,171 | | Intangible assets | $7,810 | | Goodwill | $7,082 | | Total Assets acquired | $36,239 | | Total Liabilities assumed | $8,516 | | Net acquisition cost | $27,723 | - Mohawk's acquired intangible assets include customer relationships ($5.5 million, 12.0 years useful life), trade name ($2.0 million, 5.0 years), and non-competition agreements ($0.31 million, 5.0 years)222 - On July 30, 2021, the company acquired Trilogy Plastics, Inc. for $34.5 million, including a $0.3 million working capital adjustment; Trilogy is included in the Material Handling Segment223 Trilogy Plastics Acquisition: Purchase Price Allocation (Dollars in thousands) | Category | Allocation | | :--- | :--- | | Accounts receivable | $3,929 | | Inventories | $2,752 | | Property, plant and equipment | $4,903 | | Intangible assets | $14,333 | | Goodwill | $10,003 | | Total Assets acquired | $44,761 | | Total Liabilities assumed | $10,226 | | Net acquisition cost | $34,535 | - Trilogy's acquired intangible assets include customer relationships ($12.46 million, 18.0 years useful life) and trade name ($1.87 million, 10.0 years)228 - On November 10, 2020, the company acquired Elkhart Plastics, Inc. for $63.8 million, including a $1.2 million working capital adjustment; Elkhart Plastics is included in the Material Handling Segment229 4. Goodwill and Intangible Assets The company performs annual impairment assessments for goodwill and indefinite-lived intangible assets, using quantitative methods that rely on significant estimates and Level 3 fair value inputs - The company performs annual goodwill and indefinite-lived intangible asset impairment assessments as of October 1, finding no impairment in 2022, 2021, or 2020230232233 - Effective October 1, 2022, the Trilogy, Elkhart, and Ameri-Kart reporting units were combined into a single reporting unit following structural and organizational changes232 - Quantitative impairment assessments use income and/or market approaches, relying on significant estimates and Level 3 fair value inputs such as future revenues, EBITDA, discount rates, and long-term growth rates234235 Changes in Goodwill Carrying Amount (Dollars in thousands) | Segment | January 1, 2021 | December 31, 2021 | December 31, 2022 | | :--- | :--- | :--- | :--- | | Distribution | $7,648 | $7,648 | $14,730 | | Material Handling | $71,608 | $81,130 | $80,427 | | Total Goodwill | $79,256 | $88,778 | $95,157 | - Goodwill increased by $6.4 million in 2022, primarily due to the Mohawk acquisition ($7.485 million), partially offset by purchase accounting adjustments and foreign currency translation236 Intangible Assets at December 31, 2022 (Dollars in thousands) | Category | Weighted Average Remaining Useful Life (years) | Gross | Accumulated Amortization | Net | | :--- | :--- | :--- | :--- | :--- | | Trade names - indefinite lived | - | $9,782 | $0 | $9,782 | | Trade names | 7.0 | $10,267 | $(2,142) | $8,125 | | Customer relationships | 13.0 | $75,110 | $(45,621) | $29,489 | | Technology | 1.6 | $24,980 | $(21,441) | $3,539 | | Non-competition agreements | 2.7 | $1,510 | $(693) | $817 | | Patents | - | $11,730 | $(11,730) | $0 | | Total Intangible Assets | | $133,379 | $(81,627) | $51,752 | - Intangible amortization expense was $6.2 million in 2022, with estimated annual amortization expense for finite-lived intangible assets projected at $6.6 million in 2023238 5. Net Income Per Common Share This section details the calculation of basic and diluted net income per common share, including the impact of dilutive stock options and restricted stock Weighted Average Common Shares Outstanding (Year Ended December 31) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Weighted average common shares outstanding basic | 36,411,389 | 36,138,571 | 35,785,798 | | Dilutive effect of stock options and restricted stock | 379,450 | 220,398 | 130,832 | | Weighted average common shares outstanding diluted | 36,790,839 | 36,358,969 | 35,916,630 | - Options to purchase 114,540 shares of common stock were anti-dilutive and excluded from diluted EPS computation in 2022239 [6. Rest