8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) July 21, 2015

MYERS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-8524	34-0778636
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1293 South Main Street, Akron, OH	44301
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including area code (330) 253-5592

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On July 21, 2015, Myers Industries, Inc. (the “Company”) entered into a First Amendment to the Note Purchase Agreement (the “Note Purchase Amendment”) with the Subsidiary Guarantors identified therein and each of the institutions which is a signatory thereto. The Note Purchase Amendment revises the definition of “Change of Control”, effective as of November 1, 2014, to require beneficial ownership of 30% of the voting power of the Company in order for a Change of Control to occur.

The foregoing description of the Note Purchase Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Amendment attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition

On July 23, 2015, the Company issued a press release announcing earnings results for the fiscal quarter ended June 30, 2015. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In addition, a copy of the slide materials which will be discussed during the Company’s earnings conference call at 10:00 a.m. Eastern Time on July 23, 2015 is attached as Exhibit 99.2 to this Current Report on Form 8-K. Information about the call can be found in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this report (including the exhibit) is furnished pursuant to “Item 2.02. Results of Operations and Financial Condition” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, unless incorporated by specific reference in such filing.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The disclosure in Item 1.01 regarding the Note Purchase Amendment and Exhibit 10.1 of this report are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

See “Item 2.02 Results of Operations and Financial Condition” above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release by the Company regarding earnings results dated July 23, 2015
99.2	Earnings Presentation Second Quarter 2015 by the Company dated July 23, 2015
10.1	First Amendment to the Note Purchase Agreement among the Subsidiary Guarantors identified therein and each of the institutions which is a signatory thereto, dated July 21, 2015.

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 hereunto duly authorized.

			Myers Industries, Inc.
			(Registrant)
DATE	July 23, 2015	By:	/s/ Greggory W. Branning
			Greggory W. Branning
			Senior Vice President, Chief Financial Officer and Corporate Secretary

EX-10.1

Exhibit 10.1

EXECUTION VERSION

MYERS INDUSTRIES, INC.

FIRST AMENDMENT

Dated as of July 21, 2015

to the

NOTE PURCHASE AGREEMENT

Dated as of OCTOBER 22, 2013

Re: $40,000,000 4.67% SENIOR NOTES, SERIES A, DUE JANUARY 15, 2021

$11,000,000 5.25% SENIOR NOTES, SERIES B, DUE JANUARY 15, 2024

$29,000,000 5.30% SENIOR NOTES, SERIES C, DUE JANUARY 15, 2024

AND

$20,000,000 5.45% SENIOR NOTES, SERIES D, DUE JANUARY 15, 2026

Myers Industries, Inc.

FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT dated as of July 21, 2015 (the or this “First Amendment”) to the Note Purchase Agreement dated as of October 22, 2013 is between MYERS INDUSTRIES, INC., an Ohio corporation (the “Company”), the Subsidiary Guarantors party hereto and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

R E C I T A L S:

A. The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of October 22, 2013 (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, the Company has heretofore issued (i) $40,000,000 of the Company’s 4.67% Senior Notes, Series A, due January 15, 2021 (the “Series A Notes”), (ii) $11,000,000 of the Company’s 5.25% Senior Notes, Series B, due January 15, 2024 (the “Series B Notes”), (iii) $29,000,000 of the Company’s 5.30% Senior Notes, Series C, due January 15, 2024 (the “Series C Notes’) and (iv) $20,000,000 of the Company’s 5.45% Senior Notes, Series D, due January 15, 2026 (the “Series D Notes”; together with the Series A Notes, the Series B Notes and the Series C Notes, the “Notes”). The Noteholders are the holders of 100% of the outstanding principal amount of the Notes as required by Section 17.1 of the Note Purchase Agreement.

B. The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

D. All requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

SECTION 1. AMENDMENTS.

Section 1.1. Effective as of November 1, 2014, Section 8.8(f) of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:

“(f) Certain Definitions. “Change in Control” shall mean (i) a majority of the members of the Board of Directors of the Company shall not be Continuing Directors; or (ii) any Person including a “group” (within the meaning of Sections 13(d) and 14(d)(2) of the

Securities Exchange Act of 1934, as amended) which includes such Person, shall purchase or otherwise acquire, directly or indirectly, beneficial ownership of Voting Stock of the Company and, as a result of such purchase or acquisition, any such Person (together with its Affiliates), shall directly or indirectly beneficially own in the aggregate Voting Stock representing more than 30% of the combined voting power of the Company’s Voting Stock.”

Section 1.2. Section 10.7 of the Note Purchase Agreement shall be and is hereby amended by replacing the phrase “within 18 months” with the phrase “within 18 months (starting 9 months prior to such sale and ending 9 months after such sale)” in the first paragraph thereof.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Section 2.1. To induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Company represents and warrants to the Noteholders that:

(a) this First Amendment has been duly authorized, executed and delivered by it and this First Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b) the Note Purchase Agreement, as amended by this First Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable against it in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by the Company of this First Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or the Company’s certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Company or (3) any provision of any material indenture, agreement or other instrument to which the Company is a party or by which its properties or assets are or may be bound, including, without limitation, the Material Credit Facility, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);

(d) neither the Company nor any of its Affiliates, in connection with amending the terms of the change of control provisions in any agreement evidencing

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indebtedness or security of the Company or any Affiliate, has paid or agreed to pay any fees or other consideration, or given any additional security or collateral, or shortened the maturity or average life of any indebtedness or permanently reduced any borrowing capacity, in each case, in favor of or for the benefit of any holders of such indebtedness or security of the Company or any Affiliate;

(e) all Subsidiary Guarantors and all Pledgors have agreed to this First Amendment and are parties hereto;

(f) after giving effect to this First Amendment, no lender or holder of securities of the Company has rights in connection with a change of control that are more favorable to such lender or holder than the rights of the holders of the Notes; and

(g) as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.

SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT.

Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

(a) executed counterparts of this First Amendment, duly executed by the Company and the holders of 100% of the outstanding principal of the Notes, shall have been delivered to the Noteholders;

(c) the Noteholders shall have a copy of the Second Amendment to the Fourth Amended and Restated Loan Agreement dated as of May 19, 2015, between the Company, the foreign subsidiary borrowers party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., which is attached hereto as Exhibit A;

(d) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(e) the fees and expenses of Chapman and Cutler, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.

Upon receipt of all of the foregoing, this First Amendment shall become effective.

SECTION 4. MISCELLANEOUS.

Section 4.1. This First Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

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Section 4.2. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Note Purchase Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

Section 4.3. The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 4.4. This First Amendment shall be governed by and construed in accordance with the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit or require the application of the laws of a jurisdiction other than such State.

[Rest of page left intentionally blank.]

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Myers Industries, Inc.

Section 4.5. The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. The undersigned also confirms and ratifies all obligations it has under all Financing Agreements.

MYERS INDUSTRIES, INC.
By	/s/ Greggory W. Branning
	Its Senior Vice President, Chief Financial Officer and Secretary

Myers Industries, Inc.

This Agreement is hereby accepted and agreed to as of the date hereof.
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		By:	/s/ Jason Boe
			Vice President
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
	PRUDENTIAL ARIZONA REINSURANCE UNIVERSAL COMPANY
	PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY
	By: Prudential Investment Management, Inc. (as Investment Manager)
		By:	/s/ Jason Boe
			Vice President
	PAR U HARTFORD LIFE & ANNUITY COMFORT TRUST
	By: Prudential Arizona Reinsurance Universal Company, Inc. (as Grantor)
	By: Prudential Investment Management, Inc. (as Investment Manager)
		By:	/s/ Jason Boe
			Vice President
	PHYSICIANS MUTUAL INSURANCE COMPANY
	BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA
	ZURICH AMERICAN INSURANCE COMPANY
	By: Prudential Private Placement Investors, L.P. (as Investment Advisor)
	By: Prudential Private Placement Investors, Inc. (as its General Partner)
		By:	/s/ Jason Boe
			Vice President

Myers Industries, Inc.

This Agreement is hereby accepted and agreed to as of the date thereof.
	CONNECTICUT GENERAL LIFE INSURANCE COMPANY
	By:	CIGNA Investments, Inc. (authorized agent)
		By	/s/ Elisabeth V. Piker
			Name:	Elisabeth V. Piker
			Title:	Managing Director
	LIFE INSURANCE COMPANY OF NORTH AMERICA
	By:	CIGNA Investments, Inc. (authorized agent)
		By	/s/ Elisabeth V. Piker
			Name:	Elisabeth V. Piker
			Title:	Managing Director
	CIGNA HEALTH AND LIFE INSURANCE COMPANY
	By:	CIGNA Investments, Inc. (authorized agent)
		By	/s/ Elisabeth V. Piker
			Name:	Elisabeth V. Piker
			Title:	Managing Director

Myers Industries, Inc.

This Agreement is hereby accepted and agreed to as of the date thereof.
	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
	By	/s/ Brian Keating
		Name:	Brian Keating
		Title:	Managing Director
	THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
	By	/s/ Brian Keating
		Name:	Brian Keating
		Title:	Managing Director

Myers Industries, Inc.

This Agreement is hereby accepted and agreed to as of the date thereof.
	AMERICAN FAMILY LIFE INSURANCE COMPANY
		By:	/s/ David L. Voge
			Name:	David L. Voge
			Title:	Fixed Income Portfolio Manager

Myers Industries, Inc.

Each of the undersigned approve and agree to the foregoing and confirm and ratify all obligations under all Financing Agreements to which it is a party as of the date first written above:

BUCKHORN INC.
By:	/s/ Greggory W. Branning
	Name:
	Title:
AMERI-KART CORP.
By:	/s/ Greggory W. Branning
	Name:
	Title:
PATCH RUBBER COMPANY
By:	/s/ Greggory W. Branning
	Name:
	Title:
MYERS TIRE SUPPLY DISTRIBUTION, INC.
By:	/s/ Greggory W. Branning
Name:
Title:

Myers Industries, Inc.

Each of the undersigned approve and agree to the foregoing and confirm and ratify all obligations under all Financing Agreements to which it is a party as of the date first written above:

SCEPTER US HOLDING COMPANY
By:	/s/ Greggory W. Branning
	Name:
	Title:
AMERI-KART (MI) CORP.
By:	/s/ Greggory W. Branning
	Name:
	Title:

EX-99.1

Exhibit 99.1

News Release

NYSE: MYE

Contact(s):

Gregg Branning, Senior Vice President

& Chief Financial Officer (330) 761-6303

Monica Vinay, Vice President, Investor

Relations & Treasurer (330) 761-6212

Myers Industries Reports 2015 Second Quarter Results

Scepter Acquisition Continues to Deliver Strong Performance

July 23, 2015, Akron, Ohio - Myers Industries, Inc. (NYSE: MYE), a leading provider of material handling solutions and tire repair products to industrial end markets, today announced results for the second quarter ended June 30, 2015.

Financial Highlights

• Net sales of $164.3 million included strong performance from Scepter, offset by weaker demand in the agricultural, industrial, recreational vehicle and marine end markets

• Gross profit margin increased to 30.8% driven by operational excellence initiatives, pricing actions, sales of new products and the incremental contribution from Scepter

• Income per diluted share from continuing operations as adjusted increased 45.5% to $0.32 in the second quarter of 2015 compared with the same period last year

• Net sales and profits benefited from approximately $5 million of customer orders that shifted into Q2 from Q3 2015

Summary

	Quarter Ended June 30,									Six Months Ended June 30,
	2015			2014			% Increase (Decrease)			2015			2014			% Increase (Decrease)
	(Unaudited dollars in thousands, except per share data)
Net sales	$	164,335		$	152,784			7.6	%	$	320,683		$	303,269			5.7	%
Gross profit	$	50,581		$	42,532			18.9	%	$	96,338		$	84,603			13.9	%
Gross profit margin		30.8	%		27.8	%					30.0	%		27.9	%
Income from continuing operations before income taxes	$	17,275		$	9,619			79.6	%	$	21,289		$	16,918			25.8	%
Income from continuing operations:
Income	$	10,925		$	6,327			72.7	%	$	13,547		$	11,090			22.2	%
Income per diluted share	$	0.35		$	0.19			84.2	%	$	0.43		$	0.33			30.3	%
Income from continuing operations before income taxes as adjusted*	$	14,715		$	11,179			31.6	%	$	20,678		$	19,035			8.6	%
Income from continuing operations as adjusted*:
Income	$	9,933		$	7,154			38.8	%	$	13,958		$	12,182			14.6	%
Income per diluted share	$	0.32		$	0.22			45.5	%	$	0.45		$	0.36			25.0	%

* Details regarding the pre-tax adjusted charges (benefits) are provided on the Reconciliations of Non-GAAP Financial Measures included in this release.

President and Chief Executive Officer John C. Orr commented, “Our Scepter business continues to be a very good acquisition as it delivered strong sales and operating performance again in the second quarter of 2015. Although we continued to experience reduced sales of our agricultural products during the second quarter, an acceleration of orders by a few of our customers in that end market led to higher than anticipated sales and profits from those products. Scepter’s strong performance, the acceleration of orders, and pricing and cost reduction actions that we took during the quarter led to the significant improvement in adjusted earnings per diluted share from continuing operations as compared to the second quarter of last year.”

Segment Results

The results below are as adjusted and exclude restructuring and other unusual pre-tax charges (benefits) as detailed on the Reconciliation of Non-GAAP Financial Measures included in this release.

Net sales in the Material Handling Segment for the second quarter of 2015 were $115.8 million compared to $103.0 million for the second quarter of 2014. Incremental sales of $28.6 million from Scepter were partially offset by sales declines in the agricultural, industrial, recreational vehicle and marine end markets as compared to the second quarter of 2014. Material Handling’s adjusted income before taxes was $18.2 million for the second quarter of 2015 compared to $12.2 million for the second quarter of 2014. The increase in adjusted income before taxes year-over-year was due mostly to Scepter’s contribution and higher margin profile, but was also the result of pricing actions, reductions in labor costs, overhead and selling, general and administrative expenses.

Net sales in the Distribution Segment for the second quarter of 2015 were $48.6 million compared to $49.8 million for the second quarter of 2014. The sales decline in the second quarter was the result of weaker demand for some of the segment’s tire repair and retread products. Distribution’s adjusted income before taxes for the second quarter of 2015 was $4.5 million compared to $5.4 million for the second quarter of 2014. The decline in adjusted income before taxes as compared to the second quarter of last year was due mostly to the lower sales volumes and product mix.

Other Financial Items

For the six months ended June 30, 2015, cash flow used for continuing operations was $3.0 million compared to $6.8 million for the six months ended June 30, 2014.

Capital expenditures totaled $9.4 million for the six months ended June 30, 2015 and are forecasted to be approximately $30 million in 2015, of which, roughly 70% will be for new product development, growth, and productivity projects.

The Company did not purchase any shares of its common stock during the quarter. For the six months ended June 30, 2015, the Company purchased 370,200 shares of its common stock for a total of $6.6 million. Approximately 4.1 million shares were available for repurchase at June 30, 2015 under the Company’s current board authorization.

On July 2, 2015, the United States Court of Appeals for the Federal Circuit reversed an award of attorney fees and costs against the Company that had been previously awarded as part of a patent infringement lawsuit. As a result of the Court’s decision, the Company reversed a previously recorded reserve of $3.0 million. This benefit was recognized as a reduction of selling, general and administrative expenses in the second quarter of 2015. The reversal is included in the Reconciliation of Non-GAAP Financial Measures included in this release and is excluded from income from continuing operations as adjusted.

2015 Third Quarter and Full Year Outlook

Although the third quarter of 2015 will be impacted by the continued weakness of the agricultural market, the acceleration of orders that moved into the second quarter, and some continued soft demand in the Material Handling Segment’s end markets, full year operating results should show the benefits of ongoing efforts to reduce costs and strengthen the Company, resulting in a strong foundation for continued earnings growth in the future.

Conference Call Details

The Company will host an earnings conference call and webcast for investors and analysts on Thursday, July 23, 2015 at 10:00 a.m. ET. The call is anticipated to last approximately one hour and may be accessed at (877) 407-8033. Callers are asked to sign on at least five minutes in advance. A live and archived webcast of the conference call can be accessed from the Investor Relations section of the Company’s website at www.myersindustries.com. Click on the Investor Relations tab to access the webcast. Webcast attendees will be in a listen-only mode. An archived telephone replay of the call will also be available on the site shortly after the event. To listen to the telephone replay, callers should dial: (US) 877-660-6853 or (Int’l) 201-612-7415. The replay passcode is Conference ID #13614253.

About Myers Industries

Myers Industries, Inc. is an international manufacturer of polymer products for industrial, agricultural, automotive, commercial, and consumer markets. The Company is also the largest wholesale distributor of tools, equipment and supplies for the tire, wheel and undervehicle service industry in the U.S. Visit www.myersindustries.com to learn more.

Caution on Forward-Looking Statements

Statements in this release may include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that is not of historical fact may be deemed “forward-looking”. Words such as “expect”, “believe”, “project”, “plan”, “anticipate”, “intend”, “objective”, “goal”, “view”, and similar expressions identify forward-looking statements. These statements are based on management’s current views and assumptions of future events and financial performance and involve a number of risks and uncertainties, many outside of the Company’s control that could cause actual results to materially differ from those expressed or implied. Risks and uncertainties include: changes in the markets for the Company’s business segments; changes in trends and demands in the markets in which the Company competes; unanticipated downturn in business relationships with customers or their purchases; competitive pressures on sales and pricing; raw material availability, increases in raw material costs, or other production costs; 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; the Company’s ability to execute the components of its Strategic Business Evolution process; and other risks as detailed in the Company’s 10-K and other reports filed with the Securities and Exchange Commission. Such reports are available on the Securities and Exchange Commission’s public reference facilities and its web site at http://www.sec.gov, and on the Company’s Investor Relations section of its web site at http://www.myersindustries.com. Myers Industries undertakes no obligation to publicly update or revise any forward-looking statements contained herein. These statements speak only as of the date made.

MYERS INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in thousands, except share data)

	For the Quarter Ended					For the Six Months Ended
	June 30, 2015		June 30, 2014			June 30, 2015		June 30, 2014
Net sales	$	164,335	$	152,784		$	320,683	$	303,269
Cost of sales		113,754		110,252			224,345		218,666
Gross profit		50,581		42,532			96,338		84,603
Selling, general and administrative expenses		30,839		31,246			69,880		64,434
Operating income		19,742		11,286			26,458		20,169
Interest expense, net		2,467		1,667			5,169		3,251
Income from continuing operations before income taxes		17,275		9,619			21,289		16,918
Income tax expense		6,350		3,292			7,742		5,828
Income from continuing operations		10,925		6,327			13,547		11,090
Income (loss) from discontinued operations, net of income taxes		494		(578	)		3,111		(4,661	)
Net income	$	11,419	$	5,749		$	16,658	$	6,429
Income per common share from continuing operations:
Basic	$	0.35	$	0.20		$	0.44	$	0.34
Diluted	$	0.35	$	0.19		$	0.43	$	0.33
Income (loss) per common share from discontinued operations:
Basic	$	0.02	$	(0.02	)	$	0.10	$	(0.14	)
Diluted	$	0.02	$	(0.02	)	$	0.10	$	(0.14	)
Net income per common share:
Basic	$	0.37	$	0.18		$	0.54	$	0.20
Diluted	$	0.37	$	0.17		$	0.53	$	0.19
Weighted Average Common Shares Outstanding
Basic		30,968,269		32,425,994			31,004,779		32,892,864
Diluted		31,284,915		32,962,790			31,342,103		33,387,109

MYERS INDUSTRIES, INC.

SALES AND EARNINGS BY SEGMENT (UNAUDITED)

(Dollars in thousands)

	Quarter Ended June 30,									Six Months Ended June 30,
	2015			2014			% Change			2015			2014			% Change
Net Sales from Continuing Operations
Material Handling	$	115,774		$	103,046			12.4	%	$	228,055		$	209,723			8.7	%
Distribution		48,592			49,789			(2.4	)%		92,697			93,672			(1.0	)%
Inter-company Sales		(31	)		(51	)		—			(69	)		(126	)		—
Total	$	164,335		$	152,784			7.6	%	$	320,683		$	303,269			5.7	%
Income (Loss) from Continuing Operations Before Income Taxes
Material Handling	$	20,846		$	11,533			80.8	%	$	34,253		$	24,305			40.9	%
Distribution		4,508			5,053			(10.8	)%		7,999			8,583			(6.8	)%
Corporate		(8,079	)		(6,967	)		—			(20,963	)		(15,970	)		—
Total	$	17,275		$	9,619			79.6	%	$	21,289		$	16,918			25.8	%

MYERS INDUSTRIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

INCOME (LOSS) BEFORE INCOME TAXES BY SEGMENT (UNAUDITED)

(Dollars in millions, except per share data)

	Quarter Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Material Handling
Income from continuing operations before income taxes as reported	$	20.8		$	11.5		$	34.3		$	24.3
Litigation reserve reversal		(3.0	)		—			(3.0	)		—
Restructuring expenses and other adjustments		0.4			0.7			0.5			0.7
Income from continuing operations before income taxes as adjusted		18.2			12.2			31.8			25.0
Distribution
Income from continuing operations before income taxes as reported		4.5			5.1			8.0			8.6
Restructuring expenses and other adjustments		—			0.3			0.1			0.8
Income from continuing operations before income taxes as adjusted		4.5			5.4			8.1			9.4
Corporate and interest expense
(Loss) before income taxes as reported		(8.1	)		(7.0	)		(21.0	)		(16.0	)
Transaction costs		—			0.6			—			0.6
Professional and legal fees		—			—			1.8			—
Corporate and interest expense as adjusted		(8.1	)		(6.4	)		(19.2	)		(15.4	)
Continuing Operations
Income from continuing operations before income taxes as reported		17.3			9.6			21.3			16.9
Litigation reserve reversal		(3.0	)		—			(3.0	)		—
Restructuring expenses and other adjustments		0.4			1.6			2.4			2.1
Income from continuing operations before income taxes as adjusted		14.7			11.2			20.7			19.0
Income taxes*		(4.8	)		4.0			(6.7	)		6.8
Income from continuing operations as adjusted	$	9.9		$	7.2		$	14.0		$	12.2
Adjusted earnings per diluted share from continuing operations	$	0.32		$	0.22		$	0.45		$	0.36

* Income taxes calculated using the normalized effective tax rate for each year.

Note on Reconciliation of Income and Earnings Data: Income (loss) excluding the items mentioned above in the text of this release and in this reconciliation chart is a non-GAAP financial measure that Myers Industries, Inc. calculates according to the schedule above, using GAAP amounts from the unaudited Consolidated Financial Statements. The Company believes that the excluded items are not primarily related to core operational activities. The Company believes that income (loss) excluding items that are not primarily related to core operating activities is generally viewed as providing useful information regarding a company’s operating profitability. Management uses income (loss) excluding these items as well as other financial measures in connection with its decision-making activities. Income (loss) excluding these items should not be considered in isolation or as a substitute for net income (loss), income (loss) before taxes or other consolidated income data prepared in accordance with GAAP. The Company’s method for calculating income (loss) excluding these items may not be comparable to methods used by other companies.

MYERS INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(Dollars in thousands)

	June 30, 2015		December 31, 2014
Assets
Current Assets
Cash	$	3,887	$	4,676
Accounts receivable, net		98,503		90,664
Inventories		65,791		63,338
Assets held for sale		—		117,775
Prepaid and other		8,644		8,988
Total Current Assets		176,825		285,441
Other Assets		158,050		142,626
Property, Plant, & Equipment, Net		131,439		136,766
Total Assets	$	466,314	$	564,833
Liabilities & Shareholders’ Equity
Current Liabilities
Accounts payable	$	69,249	$	77,320
Accrued expenses		40,145		49,372
Liabilities held for sale		—		27,122
Total Current Liabilities		109,394		153,814
Long-term debt, net		201,385		236,429
Other liabilities		12,310		13,738
Deferred income taxes		13,277		14,281
Total Shareholders’ Equity		129,948		146,571
Total Liabilities & Shareholders’ Equity	$	466,314	$	564,833

MYERS INDUSTRIES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

	Six Months Ended
	June 30, 2015			June 30, 2014
Cash Flows From Operating Activities
Net income	$	16,658		$	6,429
Income (loss) from discontinued operations, net of income tax		3,111			(4,661	)
Income from continuing operations	$	13,547		$	11,090
Items not affecting use of cash
Depreciation		13,290			11,030
Amortization		5,279			1,461
Non-cash stock compensation		1,638			1,593
Provision for loss on accounts receivable		83			550
Deferred taxes		(1,673	)		(73	)
Other long-term liabilities		2,497			1,244
(Gain) loss from asset disposition		(56	)		(139	)
Tax benefit from options		(215	)		(658	)
Other		147			200
Payments on performance based compensation		(1,332	)		(1,293	)
Cash flow used for working capital, net of acquisitions:
Accounts receivable		(12,918	)		(10,386	)
Inventories		(4,020	)		(10,890	)
Prepaid expenses		2,511			337
Accounts payable and accrued expenses		(21,747	)		(10,892	)
Net cash used for operating activities - continuing operations		(2,969	)		(6,826	)
Net cash used for operating activities - discontinued operations		(11,672	)		(14,200	)
Net cash used for operating activities		(14,641	)		(21,026	)
Cash Flows From Investing Activities
Capital expenditures		(9,381	)		(6,971	)
Proceeds from sale of property, plant and equipment		36			85
Proceeds from sale of business		69,787			—
Net cash provided by (used for) investing activities - continuing operations		60,442			(6,886	)
Net cash provided by (used for) investing activities - discontinued operations		(581	)		14,531
Net cash provided by (used for) investing activities		59,861			7,645
Cash Flows From Financing Activities
Proceeds from long-term debt		—			89,000
Net borrowing/(repayment) on credit facility		(31,548	)		4,300
Cash dividends paid		(8,367	)		(7,480	)
Proceeds from issuance of common stock		1,515			2,126
Tax benefit from options		215			658
Repurchase of common stock		(6,577	)		(44,399	)
Shares withheld for employee taxes on equity awards		(975	)		(1,083	)
Deferred financing costs		—			(538	)
Net cash provided by (used for) financing activities - continuing operations		(45,737	)		42,584
Net cash used for financing activities - discontinued operations		—			—
Net cash provided by (used for) financing activities		(45,737	)		42,584
Foreign exchange rate effect on cash		(272	)		50
Net increase (decrease) in cash		(789	)		29,253
Cash at January 1		4,676			6,539
Cash at June 30	$	3,887		$	35,792

EX-99.2

July 23, 2015 

|

Myers Industries, Inc.

Second Quarter 2015

Earnings Presentation

Exhibit 99.2

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.myersind.com and at the SEC.gov web site.

Safe Harbor Statement

2

Second Quarter 2015 Financial Summary

3

•

Net sales increased due to the Scepter

acquisition and new product sales, but

were partially offset by decreased

sales in the Material Handling

Segment’s agricultural,  industrial,

recreational vehicle and marine end

markets

•

Gross profit margin increased due to

the contribution from Scepter, pricing

actions, new product sales and

ongoing cost reduction activities

•

SG&A decreased due to the reversal of

a litigation reserve, lower salaries and

other employee related expenses and

lower variable selling expenses,

including freight, all of which more

than offset the incremental SG&A

expense from Scepter

Note: All figures except ratios and percents are $Millions

Continuing Operations

Q2

Q2

%

Highlights

2015

2014

Change

Net sales

$164.3

$152.8

7.6%

Gross profit margin

30.8%

27.8%

SG&A

$30.8

$31.2

(1.3)%

Income from continuing

ops - adjusted

¹

$9.9

$7.2

38.8%

Effective tax rate

36.8%

34.2%

Income per diluted share

from continuing ops -

adjusted

¹

$0.32

$0.22

45.5%

1

See Reconciliation of Non-GAAP measures on slide 9

First Half 2015 Financial Summary

4

Notes: All figures are $Millions

Continuing Operations

Six Months Ended

Six Months Ended

Cash

June 30,

June 30,

Highlights

2015

2014

Cash used for continuing

operations

($3.0)

($6.8)

Capital expenditures

$9.4

$7.0

Free cash flow

($12.4)

($13.8)

Dividends

$8.4

$7.5

Balance Sheet

June 30,

December 31,

Highlights

2015

2014

Long-term debt

$201.4

$236.4

Debt - net of cash

$197.5

$231.8

Free

cash

flow

=

cash

flow

from

operations

–

capital

expenditures

•

Incremental sales of $28.6 million from 

Scepter and new product sales were

partially offset by sales declines in the

agriculture, industrial, recreational

vehicle and marine end markets as

compared to Q2 2014, which resulted

from weaker demand and a tough

industrial economy

•

Adjusted income before taxes (IBT)

increased versus Q2 2014 due to the

contribution from Scepter, pricing

actions, reductions in labor and

overhead costs and decreased selling,

general and administrative expenses

Second Quarter Results –

Material Handling

5

$ Millions

See Reconciliation of Non-GAAP measures on slide 9

$115.8

$103.0

$95

$100

$105

$110

$115

$120

Q2 2015

Q2 2014

Net Sales

$18.2

$12.2

$0

$5

$10

$15

$20

Q2 2015

Q2 2014

IBT -

Adjusted

$49.8

$40

$42

$44

$46

$48

$50

$52

Q2 2015

Q2 2014

Net Sales

$5.4

$0

$1

$2

$3

$4

$5

$6

Q2 2015

Q2 2014

IBT -

Adjusted

•

The decrease in Distribution sales

as compared to Q2 of last year was

the result of decreased demand for

some of the segment’s tire repair

and retread products due to soft

market conditions

•

The lower sales volume and a shift

in product mix led to the decline in

adjusted income before taxes year-

over-year

Second Quarter Results –

Distribution

$ Millions

See Reconciliation of Non-GAAP measures on slide 9

6

$4.5

$48.6

Outlook/Guidance

•

Challenging market conditions in Material Handling expected to continue  in 2015

•

Decreased corn production and low crop prices are expected to continue to decrease demand for

agricultural storage containers, but seeing signs that order activity may increase in second half

•

Shift of orders from Q3 into Q2 will add to anticipated decline in sales of agricultural storage containers

in Q3 2015

•

Softer demand in industrial, recreational vehicle and marine end markets expected to continue for the

near-term

•

Third  quarter and full year 2015 results should benefit from re-introduction of legacy

products which began in the third quarter of 2015

•

Additional legacy product re-introductions have been identified and will be introduced early in 2016

•

Capital expenditures for continuing operations in 2015 are expected to be approximately $30

million

•

Approximately 70% of Capital Expenditures will be used for growth and productivity projects

•

Anticipate effective tax rate for full year 2015 will be approximately 32.5%

•

A result of shift to more international earnings with a full year of Scepter in our results

•

Capital Allocation in near-term focused on investment in capital for growth and paying down

debt to reduce leverage; long-term focus remains balanced:

•

Organic growth investments in new products, process improvements and market development

•

Growth through acquisitions in both core and adjacent markets

•

Returning capital to stakeholders through debt reduction, dividends and share repurchases

7

Appendix

7

Reconciliation of Non-GAAP Measures

9

MYERS INDUSTRIES, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

INCOME (LOSS) BEFORE INCOME TAXES BY SEGMENT (UNAUDITED)

(Dollars in millions, except per share data)

Quarter Ended June 30,

Six Months Ended June 30,

Income from continuing operations before income

taxes as reported

$

20.8

11.5

34.3

24.3

Litigation reserve reversal

(3.0)

—

(3.0)

—

Restructuring expenses and other adjustments

0.4

0.7

0.5

0.7

Income from continuing operations before income

taxes as adjusted

18.2

12.2

31.8

25.0

Income from continuing operations before income

taxes as reported

4.5

5.1

8.0

8.6

Restructuring expenses and other adjustments

—

0.3

0.1

0.8

Income from continuing operations before income

taxes as adjusted

4.5

5.4

8.1

9.4

(Loss) before income taxes as reported

(8.1)

(7.0)

(21.0)

(16.0)

Transaction costs

—

0.6

—

0.6

Professional and legal fees

—

—

1.8

—

Corporate and interest expense as adjusted

(8.1)

(6.4)

(19.2)

(15.4)

Income from continuing operations before income

taxes as reported

17.3

9.6

21.3

16.9

Litigation reserve reversal

(3.0)

—

(3.0)

—

Restructuring expenses and other adjustments

0.4

1.6

2.4

2.1

Income from continuing operations before income

taxes as adjusted

14.7

11.2

20.7

19.0

Income taxes*

(4.8)

4.0

(6.7)

6.8

Income from continuing operations as adjusted

$

9.9

7.2

14.0

12.2

Adjusted earnings per diluted share from continuing

operations

$

0.32

0.22

0.45

0.36

*Income taxes calculated using the normalized effective tax rate for each year.

Note

on

Reconciliation

of

Income

and

Earnings

Data:

Income

(loss)

excluding

the

items

mentioned

above

in

the

text

of

this

release

and

in

this

reconciliation

chart

is

a

non-GAAP

financial

measure

that

Myers

Industries,

Inc.

calculates

according

to

the

schedule

above,

using

GAAP

amounts

from

the

unaudited

Consolidated

Financial

Statements.

The

Company

believes

that

the

excluded

items

are

not

primarily

related

to

core

operational

activities.

The

Company

believes

that

income

(loss)

excluding

items

that

are

not

primarily

related

to

core

operating

activities

is

generally

viewed

as

providing

useful

information

regarding

a

company's

operating

profitability.

Management

uses

income

(loss)

excluding

these

items

as

well

as

other

financial

measures

in

connection

with

its

decision-making

activities.

Income

(loss)

excluding

these

items

should

not

be

considered

in

isolation

or

as

a

substitute

for

net

income

(loss),

income

(loss)

before

taxes

or

other

consolidated

income

data

prepared

in

accordance

with

GAAP.

The

Company's

method

for

calculating

income

(loss)

excluding

these

items

may

not

be

comparable

to

methods

used

by

other

companies.

2015

2014

2015

2014

$

$

$

$

$

$

$

$

$

Material

Handling

Distribution

Corporate

and

interest

expense

Continuing

Operations

Market Indicators

•

Orders grew an average of 9% in Q1 2015; shipments grew an average of 1% during

the same period 

Material Handling

Source: Material Handling Industry (MHI)

10

(40.0)

(30.0)

(20.0)

(10.0)

0.0

10.0

20.0

30.0

40.0

50.0

60.0

2008

2009

2010

2011

2012

2013

2014

2015

Annual Rate of Change

Shipments %

Orders %

Material Handling Index

Market Indicators

•

The Outdoor Power Equipment Institute (OPEI) estimates that total outdoor power

equipment shipments will increase by 3.6% in 2015.

11

Material Handling

Source:

OPEI

U.S.

Econometric

Forecast

–

December

2014

2009

2010

2011

2012

2013

2014

2015

2016

Consumer Products

6,223,328

6,588,176

5,875,396

6,191,291

6,379,735

5,897,982

6,221,402

6,553,717

Percent Change

-10.6

5.9

-10.8

5.4

3.0

-7.6

5.5

5.3

Commercial Products

131,050

180,226

183,609

182,817

221,200

224,227

238,675

253,264

Percent Change

-34.4

37.5

1.9

-0.4

21.0

1.4

6.4

6.1

Handheld Products

10,558,563

10,825,352

10,365,472

10,921,443

10,909,630

11,149,771

11,430,870

11,679,547

Percent Change

-7.9

2.5

-4.2

5.4

-0.1

2.2

2.5

2.2

Total

16,912,941

17,593,754

16,424,477

17,295,551

17,510,565

17,271,980

17,890,947

18,486,528

-9.1

4.0

-6.6

5.3

1.2

-1.4

3.6

3.3

ACTUAL

FORECAST

Market Indicators

•

Recreational vehicle shipments are forecasted to decline in 2015 vs.

2014 by almost 6%

12

Material Handling

Source: RVIA Release

0.0

50.0

100.0

200.0

250.0

300.0

350.0

400.0

450.0

150.0

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015F

12.4

10.6

5.8

(40)

(30)

(20)

(10)

0

10

20

30

40

50

60

RV Shipments

RV Unit Shipments (000)

% Change from P/Y

Market Indicators

•

The Rubber Manufacturers Association (RMA) projects a slight decrease in

replacement tire shipments in 2015 (-0.4%); YTD shipments are down 2%

13

Distribution

Source: JP Morgan, RMA

-8.00%

-6.00%

-4.00%

-2.00%

0.00%

2.00%

4.00%

6.00%

8.00%

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015F

2016F

Key Indicators for the Tire Market

Miles Driven (B)

Repl Tire Shipments

Gasoline Sales (Gal/B)