DEFA14A 1 d909997ddefa14a.htm DEFA14A DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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MYERS INDUSTRIES, INC.

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April 2015
Myers Industries, Inc.
Investor Presentation

Overview
•
We don’t believe that GAMCO has articulated a specific course
of action that would improve shareholder value.
•
GAMCO has not articulated a sound capital allocation concern
or alternative proposal.
•
GAMCO’s nominees do not have skills that are more relevant
to the Company’s current strategy than those of the current
board.
•
GAMCO’s Presentation about Improving Shareholder Value
contains many inaccuracies and delves into ancient
history.
We are focused on what is best for the shareholders
today and the strategy that is being executed now.
•
We believe shareholders should vote FOR the Company’s
directors on the WHITE proxy card.
2

Summary
3
•
The Board and Management have been proactive in executing the strategic plan to focus the
business segments.
•
While business has short-term economic hurdles to cross, it now has a higher future growth
and higher margin profile than historical business.
•
Capital allocation discipline allowed the Company to transform its business and maintain a
strong financial profile, all while returning significant capital to shareholders through dividends
and share repurchases.
•
Over the most recent five years, the Company has delivered TSR of 119.9% on an annualized
basis, while paying dividends, reducing expenses and investing for future growth and increased
productivity.
•
Company maintains a strong, independent Board and has consistently executed corporate
governance best practices.
•
GAMCO has consistently failed to articulate any specific concerns regarding the Company’s
operations or propose a new strategy for the Company going forward beyond share
repurchases.
•
GAMCO’s proposed director nominees are financial engineers with no manufacturing,
distribution  or industry experience that might complement and enhance the Board.
Shareholders are urged to vote FOR the Company’s Directors on the
WHITE proxy card

Company Overview, Strategy and Financial Strength
4

5
Two core businesses & reporting
segments:
Material Handling
•
Polymer-based returnable packaging
•
Polymer-based storage and safety products
•
Specialty molding
Distribution
•
Largest wholesale U.S. distributor of tools, supplies and
equipment for the tire, wheel and undervehicle
service segment industry
•
Manufacturer of repair and retread products
2014 Net
Sales*
2014 Adjusted Income
Before Taxes*
Material Handling |
Distribution
*Data has been updated to reflect discontinued operations presentation, segment realignment completed in June 2014, and inclusion of Scepter Corporation
Group’s full year 2014 sales and income before taxes.
Company at a Glance (NYSE: MYE)

Streamlined Operating Segments
Over the course of 18 months, Myers has realigned and reduced the
number of its reportable operating segments from four to two distinct
businesses through a series of planned strategic transactions.
•
Divested
WEK Industries, Inc., a non-core business, in June 2014 for $20 million
•
Used proceeds to help fund the acquisition of Scepter
•
Acquired
Scepter in July 2014 for $157 million
•
Complements and grows Material Handling Segment with adjacent products and
technologies and expands end markets and geographic reach
•
Provides opportunities for cross selling with existing Myers’
businesses in a number of
end markets, including Marine, Industrial, and Automotive
•
Annual sales of approximately $100M increases Material Handling revenue by 25%
•
Higher margins and better growth potential than divested Lawn & Garden business
•
Divested
underperforming Lawn and Garden segment in February 2015 for $110
million
•
Net proceeds from the transaction used to pay down debt
6

Third Party Views Validate Strategic Actions
7
In March 2015 a third-party consultant  (Alpha IR Group) was retained to conduct a
perception audit of Myers Industries among the Company’s top shareholders and
covering sell-side analysts.
“The story behind Myers has definitely improved and simplified over the past five years, which has been very good. In
general, the shift towards the Material Handling and Distribution segments has really helped to simplify the view of
the Company. It’s a vast improvement from where it was a few years back.”
–
Covering Sell-side Analyst
“I think the management team is doing fine. It was a really good move to get rid of Lawn and Garden. It has probably
taken them longer than some people would have liked, but they did it in a thoughtful way by getting it in order so that
they could get a better price than they would have otherwise.”
–
Institutional Shareholder
“The
Company
finally
did
what
everyone
wanted
it
to
do,
which
was
to
get
rid
of
Lawn
&
Garden.
Some
people
were
disappointed
with
the
price
they
got,
but
the
fact
of
the
matter
is
that
it
wasn’t
a
business
that
was
going
to
attract
investors to the stock.”
–
Covering Sell-side Analyst
"It
is
encouraging
that
the
Company
has
recognized
some
of
their
segments
do
not
fit
together
and
hopefully
they
will
continue to simplify the business. They need to weed out the poor performers and keep the strong performers. We
hope that Myers can do everything they can continue to simplify their business, increase organic growth and
profitability, and then return those dollars—preferably in the form of dividends—to shareholders.”
–
Institutional Shareholder

•
Focus
on
markets
that
have
strong,
sustainable
growth
and profit potential
•
Material Handling:
•
Food processing
•
Agriculture
•
Industrial
•
Marine
•
Distribution:
•
Auto dealer tire market
•
Fleet maintenance
•
E-Commerce
•
Invest
within
our
growth
platforms
for
value
creation
•
Drive
earnings growth faster than sales growth
•
Maintain
a strong and flexible balance sheet
8
Strategic Goals

Financial Goals and Progress
9
•
Operating performance in 2014 impacted by poor weather conditions early in the year, freight and logistical
issues, weak commodity prices and the troubled Brazilian economic climate
•
ROIC in 2014 impacted by acquisition of Scepter which took place
mid-year
•
Despite challenging year operationally, generated strong free cash flow in 2014
2014 Results:
Metric
Goal
2014
(5)
2013
(5)
2012
(5)
Sales Growth
(1)
> 2.0x GDP
7%
7%
7%
Gross Profit Margin
> 30%
26%
29%
30%
Free Cash Flow
(2)
   100% of Net Income
308%
205%
90%
ROIC
(3)
> 10%
5%
17%
15%
Innovation / NPD
(4)     
>10% of Sales
8%
7%
3%
Operations Excellence Savings
3% of COGS (gross)
2%
2%
2%
(1) Using real GDP forecasted and actual growth rates, 2.0x GDP growth = 4.8%, 4.4% and 4.6% for 2014, 2013 and 2012 respectively.
(2) Free cash flow calculated as cash flow provided by continuing operations - capital expenditures for continuing operations.
(3) ROIC = Net Operating Profit After Tax/(Debt + Equity).
(4) NPD = New Product Development calculation based on products/services introduced within the last three years.
(5) All years reflect discontinued operations presentation. 2012 and 2013 do not include Scepter acquisition completed in 2014.
Key Accomplishment Metrics

10
Net Sales Growth
+
•
Select investments and acquisitions
•
Richer product mix
•
New markets and geographies
Profitability
+
•
Optimize capacity
•
Drive greater operating efficiency
•
Enhance product mix
Free Cash Flow
•
Sales growth and profitability improvement
•
Capital discipline
Growth Drivers

Solid Cash Flow Generation
11
Notes:
1)
Free cash flow calculated as cash flow from continuing operations less capital expenditures  for continuing operations.
2)
Years 2012 –
2015 have been adjusted to reflect discontinued operations presentation.
Generating Free Cash Flow, Investing for the Future and
Returning Cash to Shareholders
$(Millions)
Free Cash Flow
As Reported
Continuing Operations

Strong & Flexible Balance Sheet
12
Notes: 
1)
Net
Debt-to-Capital
ratio
calculated
as
net
debt
(long-term
debt
–
cash)/(net
debt
+
equity).
2)
Net Debt at December 31, 2014 was $231.7M. Available liquidity at December 31, 2014 was $159M.
3)
Data has not been adjusted to reflect discontinued operations.
Net Debt-to-Capital
Maintaining strong balance sheet for investments and
returning capital to shareholders
Does not reflect the
pay down of $70
million of debt
from net proceeds
from the sale of the
Lawn & Garden
business completed
in  February 2015

Balanced Approach to Capital Allocation
13
•
Core markets
•
Adjacencies
•
Dividends
•
Share repurchases
•
Debt reduction
Growth Through Acquisitions
Return Capital to Shareholders
Organic Growth
•
Reinvest in business
•
New product development
•
Process improvements
Investing for the future and returning cash
to shareholders
•
Market development

Returning Cash to Shareholders
•
Increased Dividend
•
Increased Q1 2015 quarterly dividend by 4% to $0.135 per share
14
Quarterly Dividends Paid
•
Bought Back Shares
•
Invested $33M to buy back 2.8M shares from 2011 to 2013
•
Invested $55M to buy back 2.7M shares in 2014
•
4.4 million shares remaining in Board authorization (as of 12-31-14)
$Millions Invested in Share Repurchases

Sell-side Supportive of Long-term Thesis
15
“We
believe
MYE
has
made
considerable
progress
with
respect
to
cost
savings,
increased
utilization
of
recycled/reground
resin
in
the
manufacturing
process
and
further
consolidation
through
smaller
bolt-on
acquisitions
in
key
product
lines.
Additionally,
the
decision
to
divest
non-strategic
assets
should
enable
the
company
to
sharpen
its
focus
on
the
core
Material
Handling
and
Distribution
segments.”
-Chris Manuel, Wells Fargo on 9/23/14
“We view favorably the company’s proposed divestiture of the Lawn & Garden segment, which has been a low-
margin
business
offering
a
fairly
commoditized
product
in
an
end
market
with
excess
capacity;
the
Scepter
acquisition appears to have been made at a reasonable valuation in the 6x EV/EBITDA range and it offers a
complimentary product line to the Material Handling segment and an additive customer base.”
-Gary Farber, CL King on 7/22/14
“We raise our price target to $18 (from $16) on improved demand for Materials Handling segment products. In
3Q:14,
the
Materials
Handling
segment
faced
a
challenging
demand
environment
as
organic
revenue
fell
due
to
exposure to the troubled agriculture (AG) sector. In addition, the newly completed Scepter acquisition suffered
from customer inventory destocking. We attribute the AG difficulties to falling crop prices that undermined seed
box and food storage sales. With crop prices rebounding from October lows, we are more confident that sales of
high-margin agriculture products will strengthen again in 2015. In addition, revenue from the Scepter acquisition
rebounded in 4Q:14 as challenging winter conditions heightened sales of fuel canisters and customer inventory
destocking ended. Myers also expects a lower tax rate of 32.5% in 2015 (from 35% in 2014) due to greater sales
outside the U.S. from the Scepter acquisition. Therefore, we lift our 2015 EPS estimate to $0.82 (from $0.77) with
better near-term demand, profitability and lower taxes.”
-
Chris Butler, Sidoti on 2/25/15

Performance-Driven Compensation Practices; Corporate
Governance Principles that Serve All Shareholders
16

Performance-Driven Compensation Practices
•
While the Company’s return was down 14% in 2014, total officer compensation was down
equal or more to that amount.  As reflected in the Company’s proxy (p. 27), the CEO’s total
compensation was down from $4.3 million in 2013 to $3.7 million in 2014 and the CFO’s
total compensation was down from $1.1 million in 2013 to $0.9 million in 2014.
•
The Company’s non-employee director compensation is below the market median
compared to a comparable group of companies based on a 2014 assessment conducted by
an
independent
compensation
advisor.
Director
compensation
had
not
been
increased
since 2012 and lagged behind comparable companies.
On the recommendation of the
independent
compensation
advisor,
the
Board
approved
an
increase
in
non-employee
director compensation, effective for the 2015-2016 Board term to bring director
compensation in line with the market median and to stay competitive.
•
The Company’s Stock Ownership Guidelines require the non-employee directors to hold five
times
the
annual
cash
Board
retainer
in
Myers’
common
stock.
These
Stock
Ownership
Guidelines are consistent with best corporate governance practices.
•
On
March
31,
2015,
immediately
upon
completion
of
the
accounting
investigation
in
Brazil
and finalization of the 10-K Annual Report, the Company issued a press release with revised
financial results, information regarding the results of the investigation, and information on
two material weaknesses in internal control.
In addition,
2014 bonus payments were
reduced
to
reflect
the
adjustments
required
as
a
result
of
the
investigation.
The
press
release also noted that a thorough remediation plan addressing the internal control
weaknesses is being put in place and will be monitored by the Audit Committee.
•
As reflected in the Company’s proxy (p.17), over a three year period, realized and unrealized
pay are in alignment with the Company’s performance.
17

Solid Corporate Governance Principles
•
Separate roles of CEO and Board Chairman
•
All directors stand for election annually
•
No poison pill
•
Broad range of expertise provided by current
board
•
Stock ownership guidelines for officers and
directors
•
Director resignation policy in place
•
No executive employment agreements
•
No gross up provisions
•
Only double trigger change of control protection
•
Clawback policy adopted
•
Focus on pay for performance
18

Committed and Experienced Board 
•
Myers Industries has extremely experienced and effective Board members
overseeing a transformational strategic plan and challenging management to drive
additional shareholder value creation.
•
The Board is composed of 9 members, 8 of whom are independent
•
The Board’s composition includes expertise from diverse areas:
•
Half of the independent directors have joined the board since GAMCO began its
string of proxy contests
•
Board succession plan in place
•
2011:  William Foley
•
2011:  Robert Heisler, Jr.
19
•
Polymer Manufacturing
•
Industrial Operations
•
Finance & Accounting
•
Distribution
•
Investment Banking
•
Sales & Marketing
•
Audit & Risk Management
•
Strategic Planning
•
Mergers & Acquisitions
•
Compensation
•
2009:  John Crowe
•
2011:  Sarah Coffin

Profile of Current Board of Directors
Vincent C. Byrd (Director since 2006)
•
Vice Chairman, The J.M. Smucker Company (NYSE)
•
Director, Dick’s Sporting Goods, Inc. (NYSE)
•
Expertise in strategy, marketing, operations, finance, international business, mergers and acquisitions, and
compensation
Sarah R. Coffin (Director since 2010)
•
Former Chief Executive Officer, Aspen Growth Strategies LLC
•
Director of FLEXcon, a privately held manufacturer of pressure-sensitive films and adhesives
•
Served as Executive Vice President, Hexion Specialty Chemicals (now Momentive) and Senior Vice President,
Noveon, Inc.  (now Lubrizol), both specialty chemical and polymer producers  in the industrial market space
•
Senior level leadership in polymer industry; expertise in marketing, distribution and operations
John B. Crowe (Director since 2009)
•
President, Crowe Consulting International
•
Former Chief Executive Officer and Chairman of Buckeye Technologies Inc. (NYSE)
•
Expertise in packaging markets, international operations, investor relations and strategic planning
William A. Foley (Director since 2011)
•
Chairman of the Board of Directors of Libbey Inc. (NYSE)
•
Retired Chairman and Chief Executive Officer of Blonder Home Accents, a distributor of wallcoverings and home accents
•
Expertise in polymer manufacturing, consumer and distribution businesses, governance, compensation and leadership
Robert B. Heisler, Jr. (Director since 2011)
•
Former Chairman and Chief Executive Officer, KeyBank, N.A. (NYSE)
•
Retired Dean, Kent State University Business School
•
Director, FirstEnergy Corp. (NYSE); TFS Financial Corporation (NASDAQ); The J.M. Smucker Company (NYSE)
•
Former Interim Chief Financial Officer, Kent State University
•
Expertise in finance, management, mergers and acquisitions, and strategic planning
20

Profile of Current Board of Directors
Richard P. Johnston, Chairman of the Board (Director since 1992)
•
Founder and former Chairman and CEO of Buckhorn Inc.
•
Founder
and
former
Director
of
AGCO,
Inc.
(NYSE),
a
manufacturer
and
distributor
of
agricultural
equipment
•
Chairman of the Board of Dismal River Golf Club
•
Director of Results Radio, Inc.
•
Expertise in operations, strategic planning, corporate governance practices, and mergers and
acquisitions
Edward W. Kissel (Director since 2000)
•
President and Managing Partner of Kissel Group Ltd.
•
Director of Smithers Scientific Services, Inc. and of Automated Packaging Systems, Inc.
•
Former President, COO  and Director of OM Group, Inc. (NYSE), a specialty chemical company
•
Expertise in manufacturing, chemical and commodity industries, sales, marketing, research and
development, operations and strategic planning
John
C.
Orr,
President
&
Chief
Executive
Officer
(Director
since
2005)
•
Named President and CEO of Myers Industries, Inc. May 2005
•
Director, Libbey Inc. (NYSE)
•
Vice President of Manufacturing, The Goodyear Tire & Rubber Company (NASDAQ), responsible for
global manufacturing and distribution
•
Expertise in polymer manufacturing, strategic planning, operations and mergers and acquisitions
Robert A. Stefanko (Director since 2007)
•
Former Chairman of the Board and Executive Vice President of Finance and Administration, A. Schulman,
Inc. (NASDAQ), an international supplier of plastic compounds and resins
•
Director, OMNOVA Solutions, Inc. (NYSE)
•
Expertise in polymers, finance, audit, risk management and compensation
21

Background and History with GAMCO
22

23
The Company has made every effort
over the last several years to understand and respond
to GAMCO’s concerns regarding the Board of Directors:
In November 2008, GAMCO sent a letter to the Company announcing its intention to
nominate 3 nominees for election to the Board of Directors at the 2009 Annual Meeting of
Shareholders.  The Company identified and evaluated a highly qualified candidate, John
Crowe, and nominated him for election to the Board of Directors at the 2009 Annual
Meeting of Shareholders.  At the April 30, 2009, Annual Meeting of Shareholders,
shareholders strongly supported the full Company Director slate and did not support the
GAMCO slate.
On October 30, 2009 and again on November 13, 2009, GAMCO disclosed that it had sent
letters to the Company announcing its intention to nominate three individuals  for election
to the Board of Directors at the 2010 Annual Meeting.  The Company identified and
evaluated a highly qualified candidate, Sarah Coffin, and nominated her for election to the
Board of Directors at the 2010 Annual Meeting of Shareholders.
At the April 30, 2010, Annual Meeting of Shareholders, shareholders strongly supported
the full Company Director slate and did not support the GAMCO slate.
Background and History with GAMCO

24
On February 28, 2011, without any other communication to the Company, GAMCO
disclosed that it had sent a letter to the Company recommending two individuals for
nomination for election as directors of the Company at the Annual Meeting of
Shareholders.  The Company identified two highly qualified candidates for the Board,
William A. Foley and Robert B. Heisler, Jr. , and nominated both
individuals for election
to
the
Board
at
the
2011
Annual
Meeting
of
Shareholders.
At
the
April
29,
2011
Annual Meeting of Shareholders, shareholders strongly supported the full Company
Director slate and did not support the GAMCO slate.
On February 15, 2012, GAMCO disclosed that it had sent a letter to the Company
announcing that it was recommending Richard L. Bready and Robert
S. Prather for
election to the Board of Directors at the 2012 Annual Meeting.  At the April 27, 2012
Annual Meeting of Shareholders, shareholders strongly supported the full Company
Director slate and did not support the GAMCO slate.
Background and History with GAMCO

25
On February 21, 2013, GAMCO disclosed that it had sent a letter to the Company announcing
its intention to nominate Daniel R. Lee for election to the Board of Directors at the 2013
Annual Meeting.
Recognizing that GAMCO is the largest shareholder and weary of incurring the expense and
distraction of GAMCO’s repeated proxy contests, the Company agreed to increase the size of
the Board to ten members and include Mr. Lee on the Company’s slate, to avoid another
proxy contest.
At the April 26, 2013 Annual Shareholder Meeting, the shareholders elected the Company’s
slate of Directors, including Mr. Lee.
On November 20, 2014, GAMCO disclosed that it had submitted a Rule 14a-8 proposal for
inclusion in the Company’s proxy statement for the 2015 Annual Meeting.
The Company included GAMCO’S proposal in its 2015 proxy statement, and recommended
the shareholders vote “No.”
On February 19, 2015, GAMCO disclosed that it sent a letter to the Company announcing
that
it
was
nominating
Philip
T.
Blazek,
F.
Jack
Liebau,
Jr.
and
Bruce
M.
Lisman
as
candidates
for election to the Board of Directors at the 2015 Annual Meeting.
Background and History with GAMCO

26
The Board was concerned that, if successful, GAMCO could have four representatives on the
Board of Directors of the Company (40% of the Board) and that the interests of all
shareholders may not be appropriately represented.  More importantly, none of the GAMCO
candidates have experience that was believed to be more helpful to the Company than that
of the current Directors.  Like Mr. Lee, each appears to be a “financial engineer”
without
specific experience in manufacturing or distribution that could be helpful to the Company. 
During Mr. Lee’s tenure on the Board, his background in casino management and personal
consumer markets did not provide meaningful insight into the Company’s specific business
operations or risks.
The Board has a succession plan in place that contemplates retirement of the three most
tenured directors over the next three years.  This planned succession will allow for the
orderly
transition
of
experience,
knowledge
and
skills
necessary
to
provide
the
Company
with the best director candidates to pursue its strategic objectives and create value for its
shareholders.
The Board is actively recruiting director candidates who have skills that will help the
Company continue to achieve its strategic goals and grow in its markets.  Skillsets that have
been identified include:  international operations experience, technology expertise,
manufacturing expertise, and industry experience in plastics manufacturing, distribution, or
in the Company’s primary end markets.
For the foregoing reasons, the Board recommended voting against GAMCO’s candidates and
did not include Mr. Lee on the Company’s slate of nominees.
Background and History with GAMCO

Third Party Views Discredit GAMCO
27
In March 2015 a third-party consultant (Alpha IR Group) was retained to conduct a
perception audit of Myers Industries among the Company’s top shareholders and
covering sell-side analysts.
“I
do
not
care
about
Gabelli’s
nominees
at
all.
Gabelli
is
just
advocating
share
buybacks,
which
are
just
short-term
and
dumb.
I
am
glad
that
they
are
not
going
to
re-nominate
Gabelli’s
current
guy
on
the
board
because
I
can’t
see
how
he
has
contributed
in
a
positive
way.
I
am
not
going
to
support
him
because
his
nominees
are
not
bringing
anything
new
or
better
to
the
table.”
–
Institutional Shareholder
“None
of
the
names
Gabelli
put
forward
as
nominees
for
the
Board
stand
out
as
that
great
to
me
because
I
don’t
think
any
of
them
are
running
companies. In my opinion, all the
Gabelli
nominations are negatives. I think
Gabelli
may have been involved in the stock when Goldman tried to buy-out
the
Company
in
2007.
He
likely
got
burned
on
that
botched
deal,
is
bitter,
and
is
trying
to
get
his
money
back
as
a
result.”
–
Institutional Shareholder
“I
wish
we
were
talking
about
Gabelli’s
nominees
being
able
to
execute
a
restructuring
effectively,
or
that
any
of
them
had
manufacturing
expertise
or
industrial
experience
that
applies
to
Myers,
or
has
successfully
run
a
business
and
helped
strategically
position
a
Company.
All
these
guys
do
is
move
around
money.
I’m
trying
to
be
polite,
but
I’m
more
qualified
than
these
guys
are
to
sit
on
the
Board.
We
also
need
to
remember
that
Mr.
Gabelli
put
a
person
on
the
Board
already,
and
that
person
voted
in
favor
of
the
divestiture
and
the
acquisition,
which
were
all
unanimous
votes.”
–
Covering Sell-Side Analyst
“I
thought
Gabelli
was
inappropriate
and
crossed
the
line
on
the
last
two
conference
calls.
He
is
the
biggest
holder
of
the
stock
and
on
the
last
two
calls
he
has
made
himself
sound
like
he
has
no
idea
what
is
going
on.
He
carries
weight
because
of
his
success
and
reputation,
but
he
does
not
sound
like
he
really
knows
what
he
is
talking
about.
No
Company
is
going
to
talk
about
investment
banking
fees
on
their
earnings
calls,
and
he
knows
that.
It’s
not
like
Myers
was
going
to
get
$100
million
more
from
Lawn
and
Garden.
At
the
end
of
the
day,
he
is
picking
at
peas
because
investors
are
universally
pleased
that
Myers
sold
Lawn
&
Garden
and
got
something
for
it
because
it
was
a
disaster.”
–
Covering Sell-Side Analyst

Conclusion
•
We don’t believe that GAMCO has articulated a specific course
of action that would improve shareholder value.
•
GAMCO has not articulated a sound capital allocation concern
or alternative proposal.
•
GAMCO’s nominees do not have skills that are more relevant
to the Company’s current strategy than those of the current
board.
•
GAMCO’s Presentation about Improving Shareholder Value
contains many inaccuracies and delves into ancient
history.
We are focused on what is best for the shareholders
today and the strategy that is being executed now.
•
We believe shareholders should vote FOR the Company’s
directors on the WHITE proxy card.
28

Forward-looking Statements
Statements
in
this
presentation
concerning
the
Company’s
goals,
strategies,
and
expectations
for
business
and
financial
results
may
be
"forward-looking
statements"
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995
and
are
based
on
current
indicators
and expectations.  Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we
"believe," "expect," or "anticipate" will occur, and other similar statements), you must remember that our expectations may not be correct,
even
though
we
believe
they
are
reasonable.
We
do
not
guarantee
that
the
transactions
and
events
described
will
happen
as
described
(or
that they will happen at all).  You should review this presentation with the understanding that actual future results may be materially different
from what we expect.  Many of the factors that will determine these results are beyond our ability to control or predict.  You are cautioned
not to put undue reliance on any forward-looking statement.  We do not intend, and undertake no obligation, to update these forward-looking
statements.  These statements involve a number of risks and uncertainties that could cause actual results to differ materially from those
expressed or implied in the applicable statements.  Such risks include:
(1) Changes in the markets for the Company’s business segments
(2) Changes in trends and demands in the markets in which the Company competes
(3) Unanticipated downturn in business relationships with customers or their purchases
(4) Competitive pressures on sales and pricing
(5) Raw material availability, increases in raw material costs, or other production costs
(6) Harsh weather conditions
(7) Future economic and financial conditions in the United States and around the world
(8) Inability of the Company to meet future capital requirements
(9) Claims, litigation and regulatory actions against the Company
(10) Changes in laws and regulations affecting the Company
(11) The Company’s ability to execute the components of its Strategic Business Evolution process
Myers Industries, Inc. encourages investors to learn more about these risk factors. A detailed explanation of these factors is available in the Company’s publicly filed quarterly
and annual reports, which can be found online at www.myersindustries.com and at the SEC.gov web site.
29

Thank You
30