SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

~~[X]~~
þ		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2008

	~~For the quarterly period ended September 30, 2007~~
	OR
~~[ ]~~ o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		~~For the transition period from__________ to__________~~

For the transition period fromto

Commission File Number 1-8524

Myers Industries, ~~Inc~~.
Inc.

(Exact name of registrant as specified in its charter)


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

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

(330) 253-5592
(~~Registrant's~~Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X þ Noo.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a ~~non-accelerated filer.~~smaller reporting company. See ~~definition~~the definitions of ~~"accelerated~~“large accelerated filer,” “accelerated filer” and ~~large accelerated filer"~~“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero Accelerated filer X þ Non-accelerated filer .

o Smaller reporting companyo

(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the ~~issuer's~~issuer’s classes of common stock, as of the latest practicable date.

~~Class~~
Class		Outstanding as of ~~October 31, 2007~~ April 30, 2008

Common Stock, without par value		~~35,178,297~~35,205,885 shares

Table of Contents

~~Part I -- Financial Information~~
Part I — Financial Information

Item 1. Financial Statements

Condensed Statements of Consolidated Financial Position

Condensed Statements of Consolidated Income

Condensed Statements of Consolidated Cash Flows

Condensed Statement of Consolidated ~~Shareholders'~~Shareholders’ Equity

Notes to Condensed Consolidated Financial Statements

,Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Item 4. Controls and Procedures
~~Part II -- Other Information~~
	Part II — Other Information ~~Item 4. Submission of Matters to a vote of Security Holders~~

Item 6. Exhibits
~~Signature~~
	Signature ~~Exhibit 21~~

Exhibit ~~31(a)~~ 21

Exhibit ~~31(b)~~ 31(a)

Exhibit 31(b)

Exhibit 32
EX-21
EX-31(A)
EX-31(B)
EX-32

Part I -— Financial Information

Item 1. Financial Statements

Myers Industries, Inc.

Condensed Statements of Consolidated Financial Position (Unaudited)
As of ~~September 30, 2007~~March 31, 2008 and December 31, ~~2006~~
Assets
September 30, 2007
December 31, 2006
Current Assets
    Cash
$7,588,256
$6,637,389
    Accounts receivable-less allowances
         of $4,609,000 and $2,595,000,
         respectively

132,145,020

98,830,002

    Inventories
        Finished and in-process products
85,000,456
57,007,218
        Raw materials and supplies
44,290,231
29,789,656
129,290,687
86,796,874
    Prepaid expenses
6,786,274
5,776,187
    Deferred income taxes
5,229,079
4,240,386
    Current assets of discontinued operations
-0-
105,242,416
Total Current Assets
281,039,316
307,523,254
Other Assets
     Goodwill
173,601,084
162,214,948
     Patents and other intangible assets
28,609,021
5,970,381
     Other
3,672,070
3,433,410
     Long term assets of discontinued operations
-0-
31,540,786
205,882,175
203,159,525
Property, Plant and Equipment, at Cost
     Land
6,037,748
4,710,378
     Buildings and leasehold improvements
84,027,523
78,859,310
     Machinery and equipment
488,808,120
332,283,970
578,873,391
415,853,658
     Less allowances for depreciationand
         amortization

354,410,468

264,553,217

224,462,923
151,300,441
$711,384,414
$661,983,220

2007


	March 31, 2008		December 31, 2007
Assets
Current Assets
Cash	$	10,664,973	$	7,558,832
Accounts receivable-less allowances of $4,351,000 and $3,915,000, respectively		148,796,506		129,631,910

Inventories
Finished and in-process products		72,872,325		77,121,338
Raw materials and supplies		45,338,695		48,034,866

		118,211,020		125,156,204

Prepaid expenses		6,042,592		6,164,390
Deferred income taxes		8,681,323		9,298,038

Total Current Assets		292,396,414		277,809,374

Other Assets
Goodwill		173,310,073		171,462,256
Patents and other intangible assets		27,156,563		28,335,537
Other		10,978,945		5,974,876

		211,445,581		205,772,669
Property, Plant and Equipment, at Cost
Land		5,639,234		5,696,694
Buildings and leasehold improvements		78,492,544		78,825,686
Machinery and equipment		421,852,739		421,206,343

		505,984,517		505,728,723
Less allowances for depreciation and amortization		300,222,462		291,758,397

		205,762,055		213,970,326

	$	709,604,050	$	697,552,369

See notes to unaudited condensed consolidated financial statements.

Part I -— Financial Information

Myers Industries, Inc.
Condensed Statements of Consolidated Financial Position (Unaudited)
As of ~~September 30, 2007~~March 31, 2008 and December 31, ~~2006~~
Liabilities and Shareholders' Equity
September 30, 2007
December 31, 2006
Current Liabilities
    Accounts payable

$68,727,557

$48,111,122

    Accrued expenses
        Employee compensation
17,761,200
18,535,357
        Taxes, other than income taxes
2,646,968
2,326,865
        Accrued interest
2,467,664
420,355
        Other
22,765,942
20,307,699
     Current portion of long-term debt
3,664,840
3,235,058
     Current liabilities of discontinued operations
-0-
41,790,763
Total Current Liabilities
118,034,171
134,727,219
Long-term Debt, less current portion
223,188,909
198,274,578
Other Liabilities
4,138,932
4,447,222
Deferred Income Taxes
53,211,869
35,400,520
Long term liabilities of discontinued operations
-0-
8,475,063
Shareholders' Equity
    Serial Preferred Shares
        (authorized 1,000,000 shares)

- -0-

- -0-

    Common Shares, without par value
        (authorized 60,000,000 shares;
        outstanding 35,167,792 and
        35,067,230 shares, respectively)

21,409,285

21,347,941

    Additional paid-in capital

273,044,549

270,836,471

    Accumulated other comprehensive income

11,672,764

12,497,362

    Retained income (deficit)
6,683,935
(24,023,156
)
312,810,533
280,658,618
$711,384,414
$661,983,220

2007


	March 31, 2008		December 31, 2007
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	80,125,189	$	78,268,137
Accrued expenses
Employee compensation		16,263,611		21,604,532
Taxes, other than income taxes		2,193,119		2,036,230
Accrued interest		2,110,440		455,842
Other		29,454,115		52,483,821
Current portion of long-term debt		4,317,452		3,626,077


Total Current Liabilities		134,463,926		158,474,639

Long-term Debt, less current portion		195,259,586		167,253,706
Other Liabilities		3,987,732		4,013,808
Deferred Income Taxes		49,694,523		50,540,270

Shareholders’ Equity
Serial Preferred Shares (authorized 1,000,000 shares, none issued and outstanding)		-0-		-0-
Common Shares, without par value (authorized 60,000,000 shares; outstanding 35,191,683 and 35,180,192 shares, respectively)		21,423,858		21,416,849
Additional paid-in capital		274,065,860		273,617,888
Accumulated other comprehensive income		9,524,419		9,320,002
Retained income		21,184,146		12,915,207


		326,198,283		317,269,946


	$	709,604,050	$	697,552,369

See notes to unaudited condensed consolidated financial statements.

Part I -— Financial Information

Myers Industries, Inc.

Condensed Statements of Consolidated Income (Unaudited)
~~For The Three Months Ended~~
~~For The Nine Months Ended~~

September 30,
September 30,
September 30,
September 30,
2007
2006
2007
2006
Net sales
$213,920,711
$185,838,030
$686,012,813
$585,654,483
Cost of sales
162,134,392
138,818,264
502,633,129
429,868,029
   Gross profit
51,786,319
47,019,766
183,379,684
155,786,454
Selling, general and administrative
    expenses

45,356,323

36,100,274

141,882,614

109,195,571
   Operating income
6,429,996
10,919,492
41,497,070
46,590,883
Interest expense, net
3,945,119
4,022,429
11,932,476
12,173,246
Income from continuing operations     before income taxes

2,484,877

6,897,063

29,564,594

34,417,637
Income taxes
980,000
2,662,960
10,809,000
13,038,470
Income from continuing operations
1,504,877
4,234,103
18,755,594
21,379,167

Income (Loss) from discontinued
operations, net of tax

- -0-

1,822,327

17,787,645

(104,503,385

)

Net income (loss)

$1,504,877

$6,056,430

$36,543,239

$(83,124,218

)

Income (loss) per common share
Basic
    Continuing operations
$.04
$.12
$.53
$.61
    Discontinued
.00
.05
.51
(2.99
)
Net income (loss) per common share
$.04
$.17
$1.04
$(2.38
)

Diluted
    Continuing operations
$.04
$.12
$.53
$.61
    Discontinued
.00
.05
.50
(2.98
)
Net income (loss) per common share
$.04
$.17
$1.04
$(2.37
)


	For The Three Months Ended
	March 31,		March 31,
	2008		2007
Net sales	$	249,346,160	$	246,470,531

Cost of sales		189,386,195		172,704,796


Gross profit		59,959,965		73,765,735

Selling, general and administrative expenses		43,198,983		46,808,872


Operating income		16,760,982		26,956,863

Interest expense, net		3,000,498		3,565,488


Income from continuing operations before income taxes		13,760,484		23,391,375

Income taxes		5,112,228		8,654,000


Income from continuing operations		8,648,256		14,737,375

Income from discontinued operations, net of tax		1,732,027		17,787,646


Net income	$	10,380,283	$	32,525,021


Income per common share
Basic
Continuing operations	$	.25	$	.42
Discontinued		.05		.51

Net income per common share	$	.30	$	.93


Diluted
Continuing operations	$	.25	$	.42
Discontinued		.05		.51

Net income per common share	$	.30	$	.93

See notes to unaudited condensed consolidated financial statements.

Part I -— Financial Information

Myers Industries, Inc.

Condensed Statements of Consolidated Cash Flows (Unaudited)

For the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2008 and 2007 ~~and 2006~~

September 30, 2007

September 30, 2006

Cash Flows From Operating Activities

    Net income (loss)
$36,543,239
$(83,124,218
)
    Net (income) loss from discontinued operations
(1,886
)
104,503,385
    Items not affecting use of cash
        Depreciation
26,249,402
20,294,920
        Amortization of other intangible assets
2,612,129
1,318,936
        Non cash stock compensation
986,760
300,621
        Deferred taxes
(1,831,882
)
(43,923
)
    Gain on sale of discontinued operations, net of tax
(17,785,760
)
-0-
    Cash flow provided by (used for) working capital
        Accounts receivable
17,123,684
(2,201,852
)
        Inventories
9,491,344
1,397,398
        Prepaid expenses
(90,143
)
(2,945,659
)
        Accounts payable and accrued expenses
(6,095,682
)
(1,730,681
)
    Net-cash provided by operating activities of
        continuing operations

67,201,205

37,768,927
    Net cash (used for) provided by operating activities of         discontinued operations

(2,016,769

)

6,900,503

        Net cash provided by operating activities

65,184,436

44,669,430

Cash Flows From Investing Activities
    Acquisition of business, net of cash acquired

(96,223,113
)

-0-

    Additions to property, plant and equipment

(12,536,671
)

(8,606,367
)

    Other

83,337

609,564

    Net cash used for investing activities of continuing         operations

(108,676,447

)

(7,996,803

)
    Net cash provided by (used for) investing activities
        of discontinued operations

67,909,094

(107,243

)
    Net cash used for investing activities
(40,767,353
)
(8,104,046
)
Cash Flows From Financing Activities
    Repayment of long term debt
(60,559,865
)
-0-
    Net borrowing (repayment) of credit facility
14,473,982
(26,536,004
)
    Cash dividends paid
(5,534,148
)
(5,332,717
)
    Proceeds from issuance of common stock
1,130,548
2,059,364
    Tax benefit from options exercised
152,114
290,000
    Deferred financing costs
(14,212
)
-0-
    Net cash used for financing activities of
        continuing operations

(50,351,581

)

(29,519,357

)
    Net cash used for financing activities of
        discontinued operations

(224,445

)

(239,504

)
    Net cash used for financing activities
(50,576,026
)
(29,758,861
)
Foreign Exchange Rate Effect on Cash
23,500
641,952
Net (decrease) increase in cash
(26,135,443
)
7,448,475
Cash at January 1 ($27,086,311 included
     in discontinued operations at January 1, 2007)

33,723,700

19,159,220

Cash at September 30 ($20,091,833 included
      in discontinued operations at September 30, 2006)

$7,588,257

$26,607,695


	March 31, 2008			March 31, 2007
Cash Flows From Operating Activities
Net income	$	10,380,283		$	32,525,021
Net (income) from discontinued operations		(1,732,027	)		(17,787,646	)
Items not affecting use of cash
Depreciation		9,153,097			8,148,384
Amortization of other intangible assets		941,474			566,500
Non cash stock compensation		323,273			328,920
Deferred taxes		231,000			(1,423,784	)
Gain on sale of property, plant and equipment		(392,144	)		-0-
Cash flow provided by (used for) working capital
Accounts receivable		(20,681,087	)		(28,450,537	)
Inventories		6,076,041			9,878,711
Prepaid expenses		94,741			1,786,550
Accounts payable and accrued expenses		(13,712,135	)		3,581,586


Net cash (used for) provided by operating activities of continuing operations		(9,317,483	)		9,153,705
Net cash provided by (used for) operating activities of discontinued operations		1,732,027			(1,016,770	)

Net cash (used for) provided by operating activities		(7,585,457	)		8,136,935


Cash Flows From Investing Activities
Acquisition of business, net of cash acquired		-0-			(92,635,121	)
Additions to property, plant and equipment		(3,035,954	)		(1,561,756	)
Proceeds from sale of property, plant and equipment		500,001			-0-
Deposits on machinery and equipment		(5,167,084	)		-0-
Other		65,541			(303,967	)


Net cash used for investing activities of continuing operations		(7,637,496	)		(94,500,844	)
Net cash provided by investing activities of discontinued operations		-0-			67,909,094

Net cash used for investing activities		(7,637,496	)		(26,591,750	)


Cash Flows From Financing Activities
Repayment of long term debt		-0-			(60,559,865	)
Net borrowing of credit facility		30,128,297			60,043,688
Cash dividends paid (1)		(11,961,798	)		(1,843,252	)
Proceeds from issuance of common stock		131,708			507,193
Tax benefit from options exercised		-0-			62,325
Deferred financing costs		604			(12,212	)


Net cash used for financing activities of continuing operations		18,298,811			(1,802,123	)
Net cash used for financing activities of discontinued operations		-0-			(224,443	)

Net cash used for financing activities		18,298,811			(2,026,556	)


Foreign Exchange Rate Effect on Cash		30,283			(452,690	)

Net increase (decrease) in cash		3,106,141			(20,934,071	)

Cash at January 1 ($27,086,311 included in discontinued operations at January 1, 2007)		7,558,832			33,723,700


Cash at March 31	$	10,664,973		$	12,789,629


(1)		Includes special dividend of $9.85 million accrued at December 31, 2007.

See notes to unaudited condensed consolidated financial statements.

Part I -— Financial Information

Myers Industries, Inc.

CondensedStatement of Consolidated ~~Shareholders'~~Shareholders’ Equity (Unaudited)

For the ~~Nine~~Three Months Ended ~~September 30, 2007~~

Common
Stock

Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)

Retained
Income
(Deficit)

December 31, 2006
$21,347,941
$270,836,471
$12,497,362

($24,023,156)

Net income

36,543,239

Realized gain on sale of discontinued
    operations of amounts previously
    recognized in AOCI

(10,732,635

)

Foreign currency
    translation adjustment

9,908,037

Common Stock issued
61,344
1,069,204

Stock based compensation

986,760

Tax benefit stock options

152,114

Dividends - $.16 per share

(5,534,148
)

Adoption of FIN 48

(302,000
)

September 30, 2007
$21,409,285
$273,044,549
$11,672,764
$6,683,935

March 31, 2008


					Accumulated
			Additional		Other		Retained
	Common		Paid-In		Comprehensive		Income
	Stock		Capital		Income (Loss)		(Deficit)

December 31, 2007	$	21,416,849	$	273,617,888	$	9,320,002	$	12,915,207

Net income								10,380,283

Foreign currency translation adjustment						204,417

Common Stock issued		7,009		124,699

Stock based compensation				323,273

Dividends — $.06 per share								(2,111,344	)


March 31, 2008	$	21,423,858	$	274,065,860	$	9,524,419	$	21,184,146

See notes to unaudited condensed consolidated financial statements.

Part I -— Financial Information

Myers Industries, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

Statement of Accounting Policy

The accompanying financial statements include the accounts of Myers Industries, Inc. and subsidiaries (collectively, the ~~"Company"~~“Company”), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the ~~"SEC"~~“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the ~~Company's~~Company’s latest annual report on Form 10-K.

In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of ~~September 30, 2007,~~March 31, 2008, and the results of operations and cash flows for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 and ~~2006.~~2007. The results of operations for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 are not necessarily indicative of the results of operations that will occur for the year ending December 31, ~~2007.~~

2008.

~~Acquisitions~~Recent Accounting Pronouncements

Standards Adopted

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” (“SFAS 157”) and in February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 157 was issued to eliminate the diversity in practice that exists due to the different definitions of fair value and the limited guidance in applying these definitions. SFAS 157 encourages entities to combine fair value information disclosed under SFAS 157 with other accounting pronouncements, including SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, where applicable. Additionally, SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.

Effective January 1, 2008 the Company adopted SFAS 157 and SFAS 159. In February 2008, the FASB issued FASB Staff Position Nos. FAS 157-1 and FAS 157-2 (“FSP 157-1” and “FSP 157-2”). FSP 157-1 excludes SFAS No. 13, “Accounting for Leases”, as well as other accounting pronouncements that address fair value measurements for leases, from the scope of SFAS No. 157. FSP 157-2 delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until fiscal years beginning after November 15, 2008.

The Company did not elect the fair value option for any assets or liabilities under SFAS 159. The adoption of SFAS 157 and SFAS 159 did not materially affect the Company’s consolidated financial results of operations, cash flows or financial position.

Standards Issued Not Yet Adopted

In December 2007, the FASB issued Statement No. 141R, “Business Combinations” and FASB Statement No. 160, “Non-Controlling Interests in Consolidated Financial Statements.” Statements 141R and 160 require most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “full fair value” and require non-controlling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with non-controlling shareholders. Both statements are effective for periods beginning after December 15, 2008, and earlier adoption is prohibited. Statement 160 will be applied prospectively to all non-controlling interests, including any that arose before the effective date. The Company will apply the guidance of SFAS 141 to business combinations completed on or after January 1, 2009.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”), an amendment of SFAS No. 133” (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company is evaluating the additional disclosures required by SFAS 161 beginning January 1, 2009.

Acquisitions

On January 9, 2007, the Company acquired all the shares of ITML Horticultural Products, Inc., an Ontario corporation ~~("ITML"~~(“ITML”). ITML designs, manufactures and sells plastic containers and related products for professional floriculture / horticulture grower markets across North America, utilizing injection molding, blow molding, and thermoforming processes. Additionally, ITML utilizes extensive technology and expertise for resin reprocessing and recycling for use in its products. The acquired business had fiscal 2006 annual sales of approximately $169.5 million. The total purchase price was approximately $119 million, which includes the assumption of approximately $64.6 million debt outstanding as of the acquisition date. In addition, the acquisition allows for additional purchase consideration to be paid contingent upon the results of the ~~Company's~~Company’s Lawn and Garden segment in 2008, specifically the achievement of earnings before interest taxes, depreciation and amortization ~~compared to~~that are in excess of targeted ~~amounts .~~

amounts.

On March 8, 2007, the Company acquired select equipment, molds and inventory related to the Xytec and Combo product lines of Schoeller Arca Systems Inc., a subsidiary of Schoeller Arca Systems N.V., in North America ~~("SASNA"~~(“SASNA”).These product lines include collapsible bulk containers used for diverse shipping and handling applications in markets from manufacturing to food to liquid transport. The acquired business had 2006 annual sales of approximately $50 million. The total purchase price was approximately $41.6 million, some of which has been allocated to intangible assets including patents, customer relationships and technology with lives ranging from nine to ten years.

The results for both ITML and SASNA product lines are included in the consolidated results of operations from the date of acquisition. ITML is included in the ~~Company's~~Company’s Lawn and Garden segment and the SASNA product lines are included in the Material Handling -— North America segment. During the quarter ended September 30, 2007 the ITML purchase accounting was further refined resulting in an allocation of purchase price to intangible assets and property, plant and equipment and adjusting related goodwill by approximately $12.8 million. As a result, additional depreciation and amortization expense of approximately $1.0 million was recorded in the quarter ended September 30, 2007 related to these purchase accounting adjustments. The ~~final purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals, other studies and additional information are finalized. The preliminary~~ allocation of the purchase price and the ~~e stimated~~estimated goodwill and other intangibles are as follows:

Part I -— Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(Amounts in thousands)

ITML

Schoeller Arca

Assets acquired:

Accounts receivable
$45,252

$-0-

Inventory
37,107

8,825

Property, plant & equipment
58,761

18,100

Intangibles
8,800

14,700

Other
4,409

-0-

154,329

41,625

Liabilities assumed:

Accounts payable and accruals
(26,134
)
-0-

Debt
(64,570
)
-0-

Deferred Income Taxes
(19,210
)
-0-

(109,914
)
-0-

Goodwill
10,183

-0-

Total consideration
$54,598

$41,625


(Amounts in thousands)	ITML			Schoeller Arca

Assets acquired:
Accounts receivable	$	45,252		$	-0-
Inventory		37,107			8,825
Property, plant & equipment		56,142			18,100
Intangibles		9,200			14,700
Other		4,409			-0-

		152,110			41,625

Liabilities assumed:
Accounts payable and accruals		(25,496	)		-0-
Debt		(64,570	)		-0-
Deferred Income Taxes		(17,182	)		-0-

		(107,248	)		-0-

Goodwill		9,211			-0-

Total consideration	$	54,073		$	41,625

The results of ITML operations are included in the ~~Company's~~Company’s consolidated results of operations from January 9, 2007, the date of acquisition, and are reported in the ~~Company's~~Company’s lawn and garden segment. The following unaudited pro forma information presents a summary of consolidated results of operations for the Company, including ITML, as if the acquisition had occurred January 1, ~~2006.~~

(Amounts in thousands, except per share)
Nine months ended
September 30, 2007
Three months ended
September 30, 2006
Nine months ended
September 30, 2006

Net Sales
$690,568
$222,866
$711,630
Income from Continuing Operations
18,760
2,640
19,166
Income from Continuing Operations
per basic and diluted share

..53

..07

..55

2007.


	Three months ended
(Amounts in thousands, except per share)	March 31, 2007

Net Sales	$	251,026
Income from Continuing Operations		14,742
Income from Continuing Operations per basic and diluted share		.42

These unaudited pro forma results have been prepared for comparative purposes only and may not be indicative of results of operations which actually would have occurred had the acquisition taken place on January 1, ~~2006,~~2007, or future results.

In the second quarter of 2007, the Company approved a plan for ITML integration activities. The Company will close two facilities in the Lawn and Garden Segment, including the acquired ITML plants in Brampton, Ontario, and Lugoff, South Carolina. These facilities, which were part of the Company's acquisition of ITML in January 2007, produce nursery containers, specialty retail horticultural products, and custom plastic products.

Part I -— Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

In accordance with FASB EITF Issue No. 95-3, "Recognition of Liabilities in Connection with a Purchase Business Combination," the Company recorded accruals for severance, exit and relocation costs as part of the preliminary purchase price allocation of ITML. A reconciliation of the accrual balance included in Other Accrued Expenses on the accompanying condensed statement of consolidated financial position is as follows:

Severance
and
Personnel
Contract
Termination
Fees

Total
Balance at January 9, 2007
$2,727
$241
$2,968
Provision
-0-
-0-
-0-
Less: Payments
(328
)
-0-
(328
)
Balance at September 30, 2007
$2,399
$241
$2,640

~~Restructuring Activities~~

In the second quarter of 2007, the Company approved and adopted a plan to consolidate existing production facilities. Under the terms of the consolidation plan, the Dawson Springs, Kentucky manufacturing facility, included in the Company's Material Handling segment, will be permanently closed and production capabilities and product lines will be shifted to the Company's other existing manufacturing facilities in North America. Production at the Dawson Springs, Kentucky, facility is expected to cease by the end of 2007 and the closure is expected to result in the termination of approximately 95 employees. Total costs related to closing the Dawson Springs facility are expected to be approximately $2.4 million. As of September 30, 2007 approximately $1.9 million has been expensed in connection with the Dawson Springs closing, including the $1.1 million accrued below.

The accrued liability balance for severance and exit costs is included in Other Accrued Expenses on the accompanying condensed statement of consolidated financial position. Activity related to the Dawson Springs restructuring liability for the three months ended September 30, 2007 consisted of:

Severance
and
Personnel

Other
Exit Costs

Total
Balance at June 30, 2007
$1,038
$90
$1,128
Provision
(101
)
-0-
(101
)
Less: Payments
(673
)
-0-
(673
)
Balance at September 30, 2007
$264
$90
$354

Discontinued Operations

In the third quarter of 2006, the ~~Company's~~Company’s Board of Directors approved the plan for divestiture of the ~~Company's~~Company’s Material Handling -— Europe business segment. On October 20, 2006, the Company entered into a definitive agreement to sell these businesses and the sale was completed on February 1, 2007 with net proceeds of approximately $68.1 million received. Included in net income for the ~~nine~~three months ended ~~September 30,~~March 31, 2007 was a gain of approximately $17.8 million, net of taxes of $3.3 million, from the disposition of these businesses.

These discontinued operations had net sales of $14.9 million and net income from operations of $1,886 in 2007 prior to the disposition. In the three months ended March 31, 2008, the Company also recorded net income of approximately $1.7 million as a result of net proceeds received related to the settlement of certain contingencies in connection with the disposed businesses.

In accordance with U.S. generally accepted accounting principles, the operating results related to these businesses have been included in discontinued operations in the ~~Company's~~Company’s condensed statements of consolidated income for all periods ~~presented, and the net assets related to these businesses have been presented as discontinued operations in the condensed statement of consolidated financial position as of December 31, 2006.~~presented.

Part I -— Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

Merger Agreement

On April 24, 2007, Myers Industries, Inc., entered into an Agreement and Plan of Merger (the ~~"Merger Agreement"~~“Merger Agreement”) with MYEH Corporation, a Delaware corporation (the ~~"Parent"~~“Parent”) and MYEH Acquisition Corporation, an Ohio corporation ~~("MergerCo"~~(“MergerCo”). Under the terms of the Merger Agreement, MergerCo ~~will be~~would have been merged with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the ~~"Merger"~~“Merger”). Parent is owned by GS Capital Partners, LP (GSCP) and other private equity funds sponsored by Goldman, Sachs & Co.

Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of common stock of the Company (other than shares owned by the Company or any of its subsidiaries, or by any shareholders who properly exercise appraisal rights under Ohio law) ~~will be~~would have been cancelled and converted into the right to receive $22.50 in cash, without interest.

The Merger Agreement contains a "go shop" provision pursuant to which the Company had the right to solicit and engage in discussions and negotiations with respect to competing proposals through June 8, 2007, in accordance with specific procedures set forth in the Merger Agreement.

~~The Merger Agreement contains~~contained termination rights for both the Company and ~~Parent. In particular,~~Parent in the ~~Company may terminate~~event the Merger ~~Agreement if~~was not consummated by December 15, 2007. In December 2007, an agreement was made to extend this date from December 15, 2007 to April 30, 2008 (the “Extension”). The Extension did not provide GSCP additional rights with respect to the ~~Board determines in good faith that it has received a superior proposal~~potential Merger and ~~otherwise complies with certain terms~~consummation of the Merger remained subject to satisfaction or waiver of the conditions to closing set forth in the Merger Agreement. ~~Upon~~In connection with the Extension, GSCP paid the Company the previously agreed upon $35 million termination fee. This non refundable termination fee, net of related expenses of $8.25 million, was recorded as other income by the Company in 2007. In addition, as permitted by the Extension, the Company paid a special dividend of $0.28 per common share totaling approximately $9.85 million on January 2, 2008 to shareholders of record as of December 20, 2007.

On April 3, 2008, the Company, Parent and MergerCo entered into a letter agreement mutually terminating the Merger Agreement. The termination of the Merger Agreement ~~under specified circumstances,~~did not have a material impact on the ~~Company could be required to either reimburse Parent for up to $10 million~~Company’s results of ~~actual documented expenses incurred~~operations in ~~connection with~~ the ~~transaction~~first quarter of 2008 or pay Parent a termination fee of $25 million (net of any Parent expenses previously paid by the Company). In certain other circumstances, Parent could be required to pay the Company a "reverse" termination fee of $25 million, which would increase to $35 million in limited circumstances. The reverse termination fee payable by Parent to the Company is guaranteed by certain private equity funds sponsored by Goldman, Sachs & Co.

On July 23, 2007, the Company's shareholders approved the Merger. During the quarter ended June 30, 2007 the "go shop" period expired without any competing proposals and the waiting period under the Hart Scott Rodino Antitrust Improvements Act was terminated.its financial position at March 31, 2008.

Part I -— Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

Goodwill

The change in goodwill for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 is as follows:

(Amounts in thousands)

Segment
Balance at
January 1, 2007
Acquisitions
Foreign
Currency
Translation
Impairment

Balance at
September 30, 2007
Distribution
$214
-0-
-0-
-0-

$214
Material Handling - North America
30,383
-0-
-0-
-0-

30,383
Automotive and Custom
60,074
-0-
-0-
-0-

60,074
Lawn and Garden
71,544
10,183
1,203
-0-

82,930
Total
$162,215
$10,183
$1,203
-0-

$173,601


					Foreign				Balance at
	Balance at				Currency				March 31,
(Amounts in thousands)	January 1, 2008		Acquisitions		Translation		Impairment		2008

Segment
Distribution	$	214		-0-		-0-		-0-	$	214
Material Handling — North America		30,383		-0-		-0-		-0-		30,383
Automotive and Custom		60,074		-0-		-0-		-0-		60,074
Lawn and Garden		80,791		-0-		1,848		-0-		82,639

Total	$	171,462	$	-0-	$	1,848		-0-	$	173,310

Net Income Per Share

Net income per share, as shown on the Condensed Statements of Consolidated Income, is determined on the basis of the weighted average number of common shares outstanding during the period as follows:

Three Months Ended

Nine Months Ended

September 30,
September 30,
2007
2006
2007
2006
Weighted average common shares outstanding
    Basic
35,158,180
35,013,015
35,129,077
34,952,119
    Dilutive effect of stock options
149,496
131,159
119,477
123,792
Weighted average common shares
    outstanding - diluted

35,307,676

35,144,174

35,248,554

35,075,911


	Three Months Ended
	March 31
	2008		2007
Weighted average common shares outstanding
Basic		35,187,169		35,091,541
Dilutive effect of stock options		15,250		13,010

Weighted average common shares outstanding — diluted		35,202,419		35,104,551

Stock Compensation

In 1999, the Company and its shareholders adopted the 1999 Stock Plan (the “Plan”) allowing the Board of Directors to grant key employees and Directors options to purchase common stock of the Company at the closing market price on the date of grant. In April 2006, the shareholders approved an amendment to the Plan which provides that, in addition to stock options, grants of restricted stock, stock appreciation rights and other forms of equity compensation consistent with the Plan may be made. Annual grants may not exceed two percent of the total shares of outstanding common stock. In general, options granted and outstanding vest over three to five years and expire ten years from the date of grant. At ~~September 30, 2007,~~March 31, 2008, there were ~~741,350~~778,139 shares available for future grant under the ~~plan.~~

Plan.

Stock compensation expense under SFAS No. 123R reduced income before taxes approximately ~~$329,000~~$323,000 and ~~$193,000~~$329,000 for the three months ended ~~September 30,~~March 31, 2008 and 2007, ~~and 2006,~~ respectively. ~~Stock compensation expense was approximately $987,000 and $301,000 for the nine months ended September 30, 2007 and 2006.~~ These expenses are included in SG&A expenses in the accompanying Condensed Statements of Consolidated Income. Total unrecognized compensation cost related to non-vested share based compensation arrangements at ~~September 30, 2007~~March 31, 2008 was approximately ~~$2.7~~$2.3 million, which will be recognized over the next four ~~years, or just prior to the Merger with MYEH Corporation, assuming consummation of the Merger.~~years.

Part I -— Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

The following table summarizes the stock option activity for the ~~nine~~three months ended ~~September 30, 2007:~~

Shares
Average
Exercise
Price
Weighted
Average
Life
Aggregate
Intrinsic
Value
Outstanding at December 31, 2006
781,219
$13.52
Options Granted
23,000
18.62
Options Exercised
(79,871
)
9.84
Cancelled or Forfeited
(51,526
)
13.73
Outstanding at September 30, 2007
672,822
$14.12
8.08
$3,835,085
Exercisable at September 30, 2007
338,363
$12.68
8.03
$2,415,912

March 31, 2008:


				Average		Weighted		Aggregate
				Exercise		Average		Intrinsic
	Shares			Price		Life		Value

Outstanding at December 31, 2007		654,809		$	14.12
Options Granted		-0-			0.00
Options Exercised		(6,629	)		9.53
Cancelled or Forfeited		(22,913	)		16.60

Outstanding at March 31, 2008		625,267		$	14.08		7.57	$	(594,004	)


Exercisable at March 31, 2008		330,694		$	12.89		8.03	$	79,367

In addition, at ~~September 30, 2007~~March 31, 2008 the Company has ~~63,000~~60,000 shares of restricted stock outstanding. The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The total intrinsic value of the options exercised during the ~~nine~~three months ended ~~September 30,~~March 31, 2008 and 2007 ~~and 2006~~ was approximately ~~$716,000~~$26,000 and ~~$1.6 million,~~$345,000, respectively.

Income Taxes

On January 1, 2007, the Company adopted FASB Interpretation No. 48, ~~"Accounting~~“Accounting for Uncertainty in Income Taxes --— an interpretation of FASB Statement No. ~~109" ("~~109” (“FIN ~~48"~~48”). FIN 48 prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition for uncertain tax positions. ~~As of the adoption date, the Company recognized a $302,000 increase in the liability for unrecognized tax benefits and a reduction in retained earnings.~~

The Company's total balance of unrecognized tax benefits as of January 1, 2007 was $1,755,000. Included in this balance are $1,317,000 of unrecognized tax benefits that if recognized would reduce the Company's effective tax rate.

The Company recognizes accrued amounts of interest and penalties related to its uncertain tax positions as part of its income tax expense within its consolidated statements of income.

As of December 31, 2007, the total amount of gross unrecognized tax benefits was $1,880,000 of which $1,431,000 would reduce the Company’s effective tax rate. The amount of accrued interest expense ~~included~~ as a liability within the ~~Company's statement of~~Company’s consolidated financial position ~~as of January 1,~~at December 31, 2007 was ~~$187,000.~~

$279,000. No material changes have occurred in the liability for unrecognized tax benefits during the three months ended March 31, 2008. The Company does not expect any significant changes to its unrecognized tax benefit balance over the next twelve months.

~~Since its adoption on January 1, 2007, no material changes have occurred in the liability for unrecognized tax benefits during the nine months ended September 30, 2007.~~

As of ~~September 30, 2007,~~March 31, 2008, the Company and its significant subsidiaries are subject to examination for years after 2003 in Brazil, Canada, United States and certain states within the United States. The Company is also subject to examinations after 2004 in France, United Kingdom and remaining states within the United States.

~~Recent Pronouncements~~

In October 2006, the FASB issued SFAS No. 157 "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, rather it applies under existing accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact, if any, of adoption of SFAS No. 157 on the consolidated financial statements.

Part I -— Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

The FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -- including an amendment of FASB Statement No. 115" in the first quarter 2007. The statement allows entities to value financial instruments and certain other items at fair value. The statement provides guidance over the election of the fair value option, including the timing of the election and specific items eligible for the fair value accounting. Changes in fair values would be recorded in earnings. The statement is effective for fiscal years beginning after November 15, 2007. The Company is evaluating the timing, method and potential impact of the adoption of this statement, if any, on its consolidated financial statements.

Supplemental Disclosure of Cash Flow Information

The Company made cash payments for interest of ~~$2,332,000~~approximately $1,168,000 and ~~$2,771,000~~$1,417,000 for the three months ended ~~September 30,~~March 31, 2008 and 2007 and 2006, respectively. Cash payments for interest totaled $10,047,000 and $8,761,000 for the nine months ended September 30, 2007 and 2006. Cash payments for income taxes were $3,909,000 and $5,028,000 for the three months ended September 30, 2007 and 2006, respectively. Cash payments for income taxes were ~~$9,640,000~~approximately $11,549,000 and ~~$17,707,000~~$655,000 for the ~~nine~~three months ended ~~September 30,~~March 31, 2008 and 2007, ~~and 2006.~~
respectively.

Comprehensive Income

The Company's December 31, 2006 Annual Report on Form 10-K correctly reported the effect of adopting SFAS 158, "Employers' Accounting for Defined Benefit Pension and Other Post retirement Plans", in the rollforward of Accumulated Other Comprehensive Income ("AOCI"); however, it incorrectly included the effect in the presentation of Other Comprehensive Income ("OCI"). The effect of adopting SFAS 158 should not have impacted OCI. As a result, OCI was understated by $2.9 million for the year ended December 31, 2006. The Company's intent is to correct the presentation of OCI in the next Form 10-K filing.

An unaudited summary of comprehensive income for the three months ended March 31, 2008 and ~~nine months ended September 30,~~ 2007 ~~and 2006~~ was as follows:

Three Months Ended

Nine Months Ended

September 30,
September 30,
(In thousands)
2007
2006
2007
2006
Net income (loss)
$1,505
$6,056
$36,543
$(83,124
)
Other comprehensive income
    Realized gain on sale of discontinued
        operations of amounts previously
        recognized in OCI

0

0

(10,733

)

0
    Foreign currency translation
        adjustment

5,812

(678

)

9,908

13,763
Comprehensive income (loss)
$7,317
$5,378
$35,718
$(69,361
)


	Three Months Ended
	March 31,
(In thousands)	2008		2007
Net income	$	10,380	$	32,525
Other comprehensive income

Realization of amounts previously recognized in AOCI on sale of discontinued operations		0		(10,735	)
Foreign currency translation adjustment		204		(92	)

Comprehensive income	$	10,584	$	21,698

Retirement Plans

For the ~~Company's~~Company’s two defined benefit pension plans included in continuing operations, the net periodic benefit cost for the ~~nine~~three months ended ~~September 30,~~March 31, 2008 and 2007 ~~and 2006~~ was as follows:

Part I -— Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

Three Months Ended

Nine Months Ended

September 30,
September 30,
2007
2006
2007
2006
Service cost
$30,557
$37,500
$91,672
$112,500
Interest cost
80,679
86,250
242,036
258,750
Expected return on assets
(107,001
)
(102,500
)
(321,002
)
(307,500
)
Amortization of prior service cost
1,003
2,400
3,009
7,200
Amortization of net loss
1,979
9,250
5,936
27,750
Net periodic pension cost
$7,217
$32,900
$21,651
$98,700
Curtailment loss
67,662
-0-
67,662
-0-
Total pension cost
$74,879
$32,900
$89,313
$98,700


	Three Months Ended
	March 31,
	2008			2007
Service cost	$	22,000		$	39,000
Interest cost		80,250			79,250
Expected return on assets		(108,000	)		(105,500	)
Amortization of prior service cost		-0-			2,500
Amortization of net loss		4,500			3,000

Net periodic pension cost	$	(1,250	)	$	18,250

The Company previously disclosed in its financial statements for the year ended December 31, ~~2006,~~2007, that it did not expect to make a contribution to its defined benefit plans in ~~2007, however,~~2008 and, as of March 31, 2008, no contributions ~~of $192,000~~ have been made. ~~The Company does not anticipate making any additional payments to fund its defined benefit plans in 2007.~~

~~Contingencies~~

On July 15, 2004, the Company announced that it had reported to the U.S. Department of Justice ("DOJ") and the Securities and Exchange Commission ("SEC") certain international business practices that were believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by foreign subsidiaries to prohibited customers in certain prohibited international jurisdictions. These business practices were discontinued and an independent investigation, which has been completed, was conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. The results of the investigation have been provided to the DOJ, the SEC, the Office of Foreign Asset Control, U.S. Department of the Treasury ("OFAC") and the Bureau of Industry and Security, U.S. Department of Commerce ("BIS").

The DOJ notified the Company that it determined not to proceed against the Company or its employees for those matters described in the Company's voluntary reporting and internal investigation. The BIS notified the Company it had completed its investigation and decided not to refer the matter for criminal or administrative prosecution and closed the matter by issuing a warning letter to the Company.

The Company is still voluntarily working with OFAC to complete the investigation with them. If OFAC determined that these incidents were unlawful, they could take action against the Company and/or some of its employees. Based on informal discussions with the SEC, we believe no further action will be taken against us by the SEC.

We will seek to settle any enforcement issues arising from these matters, however, at this time we cannot reasonably estimate its potential liability and, therefore, as of September 30, 2007, and the date of this filing, the Company has not recorded any provision for any resulting settlements or potential fines or penalties. Based in part upon the manner in which these matters were resolved with the DOJ and BIS, management believes that this liability, although possible, would not have a material adverse effect on our consolidated financial position, results of operations or cash flows. Further, the Company believes that the practices in questions have no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.

Part I -— Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

In addition to the proceedings discussed above, we have been, in the ordinary course of business, a defendant in various lawsuits and a party to various other legal proceedings, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a future material adverse effect on our consolidated financial position, results of operations or cash flows.

Segment Information

The ~~Company's~~Company’s business units have separate management teams and offer different products and services. Using the criteria of SFAS No. 131, ~~"Disclosures~~“Disclosures about Segments of an Enterprise and Related ~~Information"~~Information”, these business units have been aggregated into four reportable business segments. These include three manufacturing segments encompassing a diverse mix of plastic and rubber products: 1) Material Handling -— North America, 2) Automotive and Custom, and 3) Lawn and Garden. The fourth segment is Distribution of tire, wheel, and undervehicle service products. The aggregation of operating business segments is based on management by the chief operating decision maker for the segment as well as similarities of products, production processes, distribution methods and economic characteristics.

Operating income for each business segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing business segment operating income, general corporate overhead expenses and interest expenses are not included.

Three Months Ended

Nine Months Ended

(In thousands)
September 30,
September 30,
Net Sales
2007
2006
2007
2006
Distribution
$52,151

$50,744

$149,179

$147,368

Material Handling - North America
66,808

59,807

196,933

181,874

Automotive & Custom
41,614

49,776

131,293

154,517

Lawn & Garden
58,866

31,390

224,923

119,697

Intra-segment elimination
(5,518
)
(5,879
)

(16,315
)
(17,802
)
Sales from continuing operations
$213,921
$185,838
$686,013
$585,654

Three Months Ended

Nine Months Ended

September 30,

September 30,

Income (Loss) Before Income Taxes
2007

2006

2007

2006

Distribution
$5,702

$5,806

$15,684

$16,119

Material Handling - North America
9,234

7,371

31,171

24,228

Automotive and Custom
1,862

3,425

7,561

12,001

Lawn and Garden
(4,652
)
(1,995
)

5,227

6,889

Corporate
(5,716
)
(3,688
)

(18,146
)
(12,646
)
Interest expense-net
(3,945
)
(4,022
)

(11,932
)
(12,173
)
Income from continuing operations before
income taxes

$2,485

$6,897

$29,565

$34,418


	Three Months Ended
	March 31,
(In thousands)	2008			2007
Net Sales
Distribution	$	44,478		$	46,369
Material Handling		72,697			66,547
Automotive & Custom		46,394			45,167
Lawn & Garden		92,367			93,894
Intra-segment elimination		(6,590	)		(5,506	)

Sales from continuing operations	$	249,346		$	246,471


	Three Months Ended
	March 31,
	2008			2007
Income (Loss) Before Income Taxes
Distribution	$	3,334		$	4,525
Material Handling		8,620			14,885
Automotive and Custom		1,500			2,683
Lawn and Garden		8,062			10,817
Corporate		(4,755	)		(5,953	)
Interest expense-net		(3,001	)		(3,566	)

Income from continuing operations before income taxes	$	13,760		$	23,391

~~Part~~

Part��I -— Financial Information

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

Results of ~~Operations~~

~~Comparison of the Third~~Operations: First Quarter of2008 versus 2007 ~~to the Third Quarter of 2006~~
(Amounts in ~~millions)~~
millions

Net ~~Sales:~~

Quarter Ended
September 30,

Segment
2007

2006

Change

%
Change

Lawn & Garden
$58.9

$31.4

$27.5

88%

Material Handling - North America
66.8

59.8

7.0

12%

Distribution
52.2

50.7

1.5

3%

Auto & Custom
41.6

49.8

(8.2
)
(16%
)
Intra-segment elimination
(5.5
)
(5.9
)
0.4
7%
Total
$213.9

$185.8

$28.1

15%

Sales from Continuing Operations:


Segment	2008			2007			Change			% Change

Lawn & Garden	$	92.4		$	93.9		$	(1.5	)		(2	)%
Material Handling	$	72.7		$	66.5		$	6.2			9	%
Distribution	$	44.5		$	46.4		$	(1.9	)		(4	)%
Auto & Custom	$	46.4		$	45.2		$	1.2			3	%
Inter-segment elimination	$	(6.6	)	$	(5.5	)	$	1.1			20	%

TOTAL	$	249.3		$	246.5		$	2.9			1	%

Net sales ~~from continuing operations~~ for the ~~third~~ quarter ended ~~September 30, 2007 increased 15% to $213.9~~March 31, 2008 were $249.3 million, ~~as compared to net sales~~an increase of ~~$185.8~~1% from the $246.5 million ~~for the third quarter ended September 30, 2006. Net sales~~reported in the ~~third~~first quarter of ~~2007 include net~~2007. Current quarter sales received the benefit of ~~approximately $29.5 million~~full quarter contributions from the ~~acquisition~~acquisitions of ITML Horticultural Products (ITML), which was completed in January 2007, and ~~net sales of approximately $8.0 million from the purchase of strategic assets of SASNA,~~Schoeller Arca Systems, Inc. North America (SASNA) which was completed in March 2007.

Net sales ~~excluding~~in the ~~acquisitions, decreased~~Lawn and Garden segment for the quarter ended March 31, 2008 were down 2% compared with the first quarter of 2007. Sales in the first quarter of 2008 were adversely impacted by ~~$9.4~~timing shifts for purchases in the grower markets reflecting ongoing supply chain adjustments to retail merchandising programs. In addition, sales in the first quarter of 2008 reflect a slower start to the season due to extended colder weather in many parts of the U.S. market which impacts the ordering and stocking of plant material at retailers. In the Material Handling segment sales, increased $6.2 million in the ~~third~~first quarter of ~~2007~~2008, an increase of 9% as compared to the prior year ~~primarily~~period. The increase reflects favorable product mix of reusable container systems in agriculture, certain manufacturing niches and catalog markets which offset the impact of volume declines in general industrial, automotive and other sectors as customers delayed purchases of capital intensive transport packaging due to ~~initiatives to improve long term results by exiting non-strategic, lower margin business, coupled with continued slowdowns in certain markets, including automotive, heavy truck and tire service.~~

During the third quarter of 2007, we experienced increased sales in our Lawn & Garden, Material Handling and Distribution segments. In the Lawn & Garden segment, net sales for the third quarter of 2007 were $58.9 million, an increase of 88% as compared to $31.4 million in the third quarter of 2006. The increased sales in Lawn & Garden were primarily due to the sales of $29.5 million from the acquisition of ITML, although strong regionalized price competition across grower markets and ongoing revisions to retail customer needs were negative factors impacting sales in this segment. In addition, extreme heat and drought conditions in the Southeastern and Western U.S. combined to reduce sales volume. In the Material Handling segment, net sales for the third quarter of 2007 were $66.8 million, an increase of 12% as compared to $59.8 million in the third quarter of 2006. economic concerns.

Net sales in the ~~third~~Distribution segment decreased $1.9 million or 4% in the first quarter of ~~2007 reflect an increase in~~2008 compared to the prior year. Sales performance reflected soft sales of ~~reusable container systems, primarily due to the addition of $8.0 million in sales of bulk container systems from the SASNA asset purchase.~~

In the Distribution segment, sales were up 3% to $52.2 million in the third quarter of 2007 compared to $50.7 million in the third quarter of 2006. Sales in the current year period were positive despite the slowdown in certain key markets, driven by soft demand for the tire service and replacement passenger and truck tires, ~~as well as~~ the ~~effect~~impact of higher fuel ~~prices.~~prices on miles driven, lower freight carriage and retreading needs for long haul trucks and reduced service needs for heavy equipment tires due to the downturn in housing construction. In the Auto &and Custom segment, net sales for the ~~third~~ quarter ~~of 2007 were $41.6~~ended March 31, 2008 increased $1.2 million, ~~a decrease of 16%~~or 3% compared to the ~~$49.8 million~~prior year, as higher selling prices and gains in ~~the third quarter of 2006. The sales decline~~niche custom molding markets offset volume declines in ~~this segment resulted from our strategy of continuing to target strategic, niche market customers with higher value product lines~~automotive and ~~selectively competing in the automotive sector. Continued slowdowns in the automotive,~~ heavy truck ~~tire repair markets, as well as the housing market downturn - all trends which are expected to continue in the short term - have also suppressed current year sales in this segment.~~

~~Part I - Financial Information~~

markets.

Cost of Sales & Gross ~~Profit:~~Profit from Continuing Operations:

Quarter Ended
September 30,
Cost of Sales and Gross Profit

2007

2006
Cost of sales

$162.1

$138.8
Gross profit

51.8

47.0
Gross profit as a percentage of sales

24.2%

25.3%


Cost of Sales and Gross Profit	2008			2007
Cost of sales	$	189.4		$	172.7
Gross profit	$	60.0		$	73.8
Gross profit as a percentage of sales		24.0	%		29.9	%

Cost of sales increased approximately 10% to ~~$162.1~~$189.4 million in the ~~third~~ quarter ~~of 2007 from $138.8~~ended March 31, 2008 while gross profit decreased to $60.0 million compared to $73.8 million in the ~~third~~first quarter of ~~2006, while gross~~2007. Gross profit ~~increased~~margin declined to ~~$51.8 million~~24.0% in the ~~third~~ quarter ~~of 2007~~ended March 31, 2008 compared ~~to $47.0~~with 29.9% in the third quarter of 2006. The increased cost of sales and gross profit in the current year resulted from higher sales volumes. Gross profit as a percent of sales declined to 24.2% in the third quarter of 2007 compared to 25.3% for the third quarter of 2006.prior year. The decline in gross profit and margin was primarily due to significantly higher raw material costs, particularly for plastic resins. Prices for high-density polyethylene and polypropylene resins were approximately 35% higher in the ~~third~~first quarter of ~~2007 was primarily~~2008 compared to the ~~result~~first quarter of 2007. General economic weakness and the resulting competitive pressures on selling prices and unfavorable sales mix also contributed to the reduction in gross profit margins.

Selling, General and Administrative (''SG&A’’) Expenses from Continuing Operations:


SG&A Expenses	2008			2007			Change
SG&A expenses	$	43.2		$	46.8		$	(3.6	)
SG&A expenses as a percentage of sales		17.3	%		19.0	%		(1.7	)%

Selling and administrative expenses for the quarter ended March 31, 2008 were $43.2 million, a decrease of $3.6 million or 8% compared with the prior year. This decrease reflects the ongoing impact of cost control initiatives and operating expenses in the prior year that included approximately $1.2 million of restructuring expenses ~~related to closing several manufacturing facilities combined with the impact of purchase accounting adjustments~~and foreign currency transaction losses related to the acquisition of ~~ITML aggregating $2.0 million.~~ITML.

~~Selling, General and Administrative ("SG&A") Expenses:~~

Quarter Ended
September 30,

SG&A Expenses

2007

2006

Change
SG&A expenses

$45.4

$36.1

$9.3
SG&A expenses as a percentage of sales

21.2%

19.4%

1.8%

SG&A expenses increased $9.3 million in the third quarter of 2007 compared to the third quarter of 2006. As a percent of sales, SG&A expenses for the quarter increased to 21.2% compared to 19.4% in 2006. The increase was primarily the result of the acquisition of ITML which accounted for $8.1 million of SG&A expenses in the third quarter of 2007, including foreign currency transaction losses of $1.3 million resultingInterest Expense from the increased strength of Canadian currency compared to the U.S. dollar and $0.3 million related to amortization of purchase accounting intangible assets. In addition, the third quarter of 2007 included $1.1 million of costs related to the Company's pending acquisition and merger with MYEH Corporation.

~~Net Interest Expense:~~

Quarter Ended
September 30,

Net Interest Expense

2007

2006

Change

%
Change

Net interest expense

$3.9

$4.0

(0.1
)
(3%
)
Outstanding borrowings

226.9

225.1

1.8

1%

Average borrowing rate

6.88%

7.08%

(0.2
)
(3%
)

Continuing Operations:


Net Interest Expense	2008			2007			Change			% Change
Interest expense	$	3.0		$	3.6		$	(0.6	)		(17	)%
Outstanding borrowings	$	199.6		$	266.7		$	(67.1	)		(25	)%
Average borrowing rate		4.71	%		5.80	%		(1.09	)		(19	)%

Net interest expense for the ~~third~~ quarter ~~of 2007~~ended March 31, 2008 was ~~$3.9~~$3.0 million, a ~~slight~~ decrease of 17% compared ~~with net interest expense of $4.0~~to $3.6 million ~~recorded~~ in the ~~third quarter of 2006.~~prior year. The decrease ~~in net interest expense~~ was the result of lower average borrowing levels and lower interest rates ~~which offset~~in the ~~effect of slightly higher average borrowings.~~

~~Part I - Financial Information~~

current quarter.

Income Before ~~Taxes:~~

Quarter Ended
September 30,

Segment
2007

2006

Change

%
Change

Lawn & Garden
$(4.7
)
$(2.0
)
$(2.7
)
(135%
)
Material Handling - North America
9.2

7.4

1.8

24%

Distribution
5.7

5.8

(0.1
)
(2%
)
Auto & Custom
1.9

3.4

(1.5
)
(44%
)
Corporate and interest
(9.7
)
(7.7
)
(2.0
)
(26%
)
Total
$2.5

$6.9

$(4.4
)
(64%
)

~~Income~~Taxes from ~~continuing operations~~Continuing Operations:


Segment	2008			2007			Change			% Change
Lawn & Garden	$	8.1		$	10.8		$	(2.7	)		(25	)%
Material Handling	$	8.6		$	14.9		$	(6.3	)		(42	)%
Distribution	$	3.3		$	4.5		$	(1.2	)		(26	)%
Auto & Custom	$	1.5		$	2.7		$	(1.2	)		(44	)%
Corporate and interest	$	(7.8	)	$	(9.5	)	$	1.7			(18	)%

TOTAL	$	13.8		$	23.4		$	(9.6	)		(41	)%

Income before taxes was ~~$2.5~~$13.8 million ~~for~~in the ~~third~~first quarter of 2008, a decrease of 41% compared with the $23.4 million reported in the first quarter of 2007. Key factors affecting current year income include lower volumes due to softness in the economy and lower gross profit margins due to significantly higher raw material costs.

Income before taxes in the Lawn and Garden segment declined 25% from $10.8 million in the first quarter of 2007 ~~compared~~ to ~~$6.9~~$8.1 million in the first quarter of 2008. Reduced sales volumes and significantly higher raw material costs were the primary reasons for the ~~third quarter of 2006, as the Company experienced a~~ decline in profitability in ~~three of its segments~~this segment and more than offset approximately $2.8 million in ~~the current year period. The decrease in income before taxes for the third quarter of 2007 is primarily the result of: (1) restructuring expenses and the impact of~~ purchase accounting ~~adjustments aggregating approximately $2.3 million; (2)~~and foreign currency transaction losses ~~of approximately $1.3 million related to~~experienced in the ~~increased strength on Canadian currency compared with U.S. currency; (3) expenses of approximately $1.1 million related to the merger transaction.~~

~~In the Lawn & Garden segment, the loss of $4.7 million for the third~~first quarter of ~~2007 compared with a loss of $2.0 million~~2007. Income before taxes in ~~2006 was primarily the result of the foreign currency transaction losses of $1.3 million as well as restructuring and ITML purchase accounting adjustments totalling $1.4 million. In~~ the Material Handling segment ~~the increase in income before taxes to $9.2~~was down 42% from $14.9 million in the ~~third~~first quarter of 2007 ~~compared~~ to ~~$7.4~~$8.6 million in ~~2006 was~~2008. The key factors affecting Material Handling profitability for the ~~result~~first quarter of 2008 were significantly higher raw material costs and lower sales ~~favorable product mix, maintenance of strategic selling prices and productivity gains which more than offset the negative effects of $0.9 million restructuring charges recorded in the quarter.~~

volume on higher value packaging systems.

Income before taxes in the Distribution segment was $3.3 million for the ~~third~~first quarter of ~~2007 was $5.7 million, essentially unchanged~~2008, a decrease of 26% as compared to ~~$5.8~~the $4.5 million reported in the ~~third~~first quarter of ~~2006.~~2007. Lower sales volume and unfavorable product mix were the primary reasons for the decline in profitability. Income before taxes in the Auto & Custom segment ~~for~~was $1.5 million in the ~~third~~first quarter of ~~2007 was $1.9 million,~~2008, a decrease of 44% as compared to ~~the $3.4~~$2.7 million in ~~the third~~first quarter of ~~2006. The decrease in Auto & Custom profitability reflects the impact of~~2007. Higher prices for rubber and plastic raw materials combined with reduced sales volume on ~~capacity utilization and manufacturing cost as a result of strategic selling initiatives which are reducing volumes~~higher margin products were the key factors influencing current quarter profitability in ~~the short term but designed to improve profitability over the long term.~~

this segment.

Income ~~Taxes:~~

Quarter Ended
September 30,
Consolidated Income Taxes

2007

2006

Income before taxes

$2.5

$6.9

Income taxes

1.0

2.7

Effective tax rate

39.4
%
38.6
%
Taxes from Continuing Operations:


Consolidated Income Taxes	2008			2007
Income before taxes	$	13.8		$	23.4
Income taxes	$	5.1		$	8.7
Effective tax rate		37.2	%		37.0	%

~~The Company's income~~

Income tax ~~rate~~expense as a percentage of pretax income ~~before taxes~~increased slightly to 37.2% for the quarter ended September 30, 2007 was 39.4% compared with 38.6% for the quarter ended September 30, 2006. The higher overall net effective tax rate for the quarter ended September 30, 2007 was primarily due to the increased impact of foreign tax rate differences, and the cumulative impact on the quarter from increasing the expected effective rate for 2007 from 36.1% to 36.6%.

18
~~Part I - Financial Information~~

~~Comparison of the Nine Months Ended September 30, 2007 to the Nine Months Ended September 30, 2006~~

~~Net Sales:~~

Nine Months Ended
September 30,

Segment

2007

2006

Change

%
Change

Lawn & Garden

$224.9

$119.7

$105.2

88%

Material Handling - North America

196.9

181.9

15.0

8%

Distribution

149.2

147.4

1.8

1%

Auto & Custom

131.3

154.5

(23.2
)
(15%
)
Intra-segment elimination

(16.3
)
(17.8
)
1.5

8%

Total

$686.0

$585.7

$100.3

17%

     ~~Net sales for the nine months ended September 30, 2007 increased 17% to $686.0 million as~~March 31, 2008 compared to net sales of $585.7 million for the nine months ended September 30, 2006. Net sales for the first nine months of 2007 include net sales of approximately $110.2 million from the acquisition of ITML and approximately $22.4 million from the SASNA asset purchase.

     In the Lawn & Garden segment, net sales for the nine months ended September 30, 2007 were $224.9 million, an increase of 88% compared to $119.7 million for the nine months ended September 30, 2006. The primary reason for the increased sales in 2007 was the acquisition of ITML which provided net sales of approximately $110.2 million. In the Material Handling segment, sales for the nine months ended September 30, 2007 were $196.9 million, an increase of 8% compared with the $181.9 million reported for the nine months ended September 30, 2006. Net sales for the first nine months of 2007 included net sales of $22.4 million from products obtained in the SASNA asset purchase.

     In the Distribution segment, net sales were relatively flat for the nine months ended September 30, 2007 at $149.2 million compared with $147.4 million for the nine months ended September 30, 2006. In the Auto & Custom segment, net sales for the nine months ended September 30, 2007 were $131.3 million, a decrease of 15% from the $154.5 million reported for the nine months ended September 30, 2006. The decrease in net sales for the first nine months of 2007 reflects the continued slowdown in automotive and heavy truck markets combined with our strategy of targeting strategic, niche market customers and selectively competing in the automotive sector.

~~Cost of Sales & Gross Profit:~~

Nine Months Ended
September 30,
Cost of Sales and Gross Profit

2007

2006
Cost of sales

$502.6

$429.9
Gross profit

183.4

155.8
Gross profit as a percentage of sales

26.7%

26.6%

Cost of sales for the nine months ended September 30, 2007 increased to $502.6 million compared to $429.9 million for the first nine months of 2006, while gross profit increased to $183.4 million in the first nine months of 2007 compared with $155.8 million37.0% in the prior year. The ~~increased cost of sales and gross profit~~increase is attributable to changes in the ~~current year resulted from higher sales volume, including the impact~~mix of acquisitions. Gross profit as a percentage of sales for the nine months ended September 30, 2007 was 26.7% compared with 26.6% for the first nine months of 2006. The gross profit margin for the nine months ended September 30, 2007 was consistent with the prior yeardomestic and reflects the maintenance of strategic selling prices, more favorable product mix and productivity gains, which offset the negative impact of restructuring expenses related to consolidation of manufacturing facilities and purchase accounting adjustments related to the acquisitions of ITML and SASNA totalling $6.6 mi llion in the aggregate.

19
~~Part I - Financial Information~~

~~Selling, General and Administrative (SG&A) Expenses:~~

Nine Months Ended
September 30,

SG&A Expenses
2007

2006

Change
SG&A expenses
$141.9

$109.2

$32.7
SG&A expenses as a percentage of sales
20.7
%
18.6
%

SG&A expenses increased $32.7 million in the first nine months of 2007 to $141.9 million compared with $109.2 million in the first nine months of 2006. As a percent of sales, SG&A expense increased to 20.7% for the first nine months of 2007 compared to 18.6% in the prior year period. The increase in current year expense resulted from the acquisition of ITML which accounted for $24.9 million of expenses in 2007, including foreign currency transaction losses of $4.7 million and a loss of $0.6 million related to fair value accounting for an embedded utility contract derivative. In addition, expenses for the first nine months of 2007 include $3.3 million related to the Company's Merger Agreement.

~~Net Interest Expense:~~

Nine Months Ended
September 30,

Net Interest Expense

2007

2006

Change

%
Change

Net Interest expense
$11.9
$12.2

$(.03
)
(2%
)
Outstanding borrowings
226.9
225.1

1.8

1%

Average borrowing rate
6.30%
6.71
%
(0.41
)
(6%
)

Net interest expense for the nine months ended September 30, 2007 was $11.9 million, a slight decrease of 2% compared to net interest expense of $12.2 million for the first nine months of 2006. The reduction of interest expense for the first nine months of 2007 reflects lower interest rates in the current year which more than offset the impact of slightly higher outstanding borrowings.

~~Income Before Taxes:~~

Nine Months Ended
September 30,

Segment

2007

2006

Change

%
Change

Lawn & Garden
$5.2
$6.9
$(1.7
)
(25%
)
Material Handling - North America
31.2
24.2
7.0
29%
Distribution
15.7
16.1
(0.4
)
(2%
)
Auto & Custom
7.6
12.0
(4.4
)
(37%
)
Corporate and interest
(30.1
)
(24.8
)
(5.3
)
(21%
)
Total
$29.6
$34.4
$(4.8
)
(14%
)

Income before taxes was $29.6 million for the nine months ended September 30, 2007 compared to $34.4 million for the first nine months of 2006. The decrease in income before taxes was primarily the result of: (1) restructuring expenses and the impact of purchase accounting adjustments aggregating approximately $7.6 million: (2) foreign currency transaction losses of approximately $4.7 million related to the increased strength of Canadian currency compared with U.S. currency; (3) expenses of approximately $3.3 million related to the Merger Agreement; and (4) loss of approximately $0.6 million related to fair value accounting for an embedded utility contract derivative.

20
~~Part I - Financial Information~~

In the Lawn & Garden segment, income before taxes was $5.2 million for the nine months ended September 30, 2007, a decrease of 25% compared to $6.9 million in the first nine months of 2006. The reduced profitability in this segment resulted from the negative impact of $4.7 million in foreign currency transaction losses, $3.4 million of restructuring and purchase accounting charges and the loss of $0.6 million related to fair value accounting of an embedded utility contract derivative. In the Material Handling segment, income before taxes for the nine months ended September 30, 2007 increased 29% to $31.2 million compared with $24.2 million for the first nine months of 2006. The key factors affecting profitability in this segment were favorable product mix, maintenance of strategic selling prices to offset raw material costs and productivity gains, which offset the negative impact of $3.6 million in restructuring and severance expenses.

In the Distribution segment, income before taxes was $15.7 million for the nine months ended September 30, 2007 compared with $16.1 million for the first nine months of 2006. Net sales and income before taxes were both essentially flat over the first nine months of 2007 as compared to 2006. In the Auto & Custom segment, income before taxes for the nine months ended September 30, 2007 was $7.6 million compared with $12.0 million for the first nine months of 2006. This decrease in profitability was primarily the result of lower sales based on slowdowns in the automotive and heavy truck markets combined with our strategic selling initiatives which were reducing volumes in the short term but designed to improve profitability over the long term. In addition, restructuring expenses of $0.6 million were incurred in the auto and custom segment in the nine months ended September 30, 2007

~~Income Taxes:~~

Nine Months Ended
September 30,
Consolidated Income Taxes

2007

2006

Income before taxes

$29.6

$34.4

Income taxes

10.8

13.0

Effective tax rate

36.6
%
37.9
%

~~Income taxes as a percentage~~composition of income before taxes ~~was 36.6% for~~between years and the ~~nine months ended September 30, 2007 compared to 37.9% for the same period in 2006. The lower effective tax rate in 2007 was due to the impact of~~related foreign tax rate ~~differences, reduced state tax expense and the expected increased benefit from the domestic production deduction for federal income taxes.~~
differences.

Liquidity and Capital ~~Resources~~
Resources:

Cash ~~provided from~~used for operating activities of continuing operations was ~~$67.2~~$9.3 million for the ~~nine months~~quarter ended ~~September 30, 2007~~March 31, 2008, compared with ~~$37.8 million for the same period in 2006. The increase of $29.4 million was primarily the result of~~ cash provided by ~~working capital~~operating activities of ~~$20.3 million for the nine months ended September 30, 2007 compared with cash used for working capital of $5.5~~$9.2 million in the prior year ~~period.~~quarter. This decrease of $18.5 million was primarily attributable to an increase of $15 million in cash used for working capital. Income from continuing operations ~~was $18.9 million~~ for the ~~nine months~~quarter ended ~~September 30, 2007,~~March 31, 2008 was $8.6 million, a decrease of ~~$2.5 million from the $21.4 million for the same period in 2006. Depreciation, amortization and non cash stock compensation was $29.8 million for the first nine months of 2007, an increase of $7.9~~$6.1 million compared with $14.7 million in 2007. The Company’s working capital changes in the ~~$21.9~~first quarter are significantly impacted by the seasonal nature of sales in the Lawn and Garden segment which increased working capital in the first quarter. As a result, working capital changes for the quarter ended March 31, 2008 included cash used of $20.7 million from an increase in accounts receivable, partially offset by a decrease in inventories which provided $6.1 million of working capital. Changes in accounts payable and accrued expenses used working capital of $13.7 million, primarily due to payment of income taxes related to the $35 million termination fee received from GS Capital Partners in the fourth quarter of 2007.

During the quarter ended March 31, 2008, cash increased $1.7 million from net proceeds received in connection with the settlement of certain contingencies related to the Company’s discontinued operations.

Capital expenditures were approximately $3.0 million in the first nine months of 2006, primarily due to the acquisitions of ITML and SASNA. The increase in cash provided by working capital was primarily the result of $17.1 million provided by accounts receivable and $9 .5 million provided from inventories in 2007 compared with $2.2 million used for accounts receivable and $1.4 million provided by inventories in 2006. The increase in cash provided by reduced accounts receivable and inventory reflects the increased seasonal impact of our Lawn & Garden segment in 2007, due primarily to the acquisition of ITML, combined with ongoing initiatives to improve working capital utilization. Total debt at September 30, 2007 was $226.9 million compared with $201.5 million at December 31, 2006. At September 30, 2007, working capital was $163.1 million and our current ratio was 2.4 compared with working capital of $172.8 million and a current ratio of 2.3 at December 31, 2006.

~~Part I - Financial Information~~

~~Capital expenditures were $12.5 million for the nine months ended September 30, 2007~~quarter and are expected to be in the range of $15 million to ~~$20~~$25 million for the year. ~~In addition, cash of $96.2~~Total debt at March 31, 2008 was approximately $200 million compared with $170.9 million at December 31, 2007. The increased borrowing was used ~~in the acquisition~~to pay dividends and fund capital expenditures and other operating activities. The company’s credit Agreement provides available borrowing up to $250 million and, as of ~~businesses. As of September 30, 2007,~~March 31, 2008, the Company had approximately ~~$133~~$160.5 million available under ~~the terms of its Credit Agreement.~~this agreement. Management believes that cash flows from operations and available borrowing under its Credit Agreement will be sufficient to meet expected business requirements, including capital expenditures, dividends, working capital and debt service.

Item 3.Quantitative and Qualitative Disclosure About Market Risk

The Company has financing arrangements that require interest payments based on floating interest rates. As such, the ~~Company's~~Company’s financial results are subject to changes in the market rate of interest. Our objective in managing the exposure to interest rate changes is to limit the volatility and impact of rate changes on earnings while maintaining the lowest overall borrowing cost. At present, the Company has not entered into any interest rate swaps or other derivative instruments to fix the interest rate on any portion of its financing arrangements with floating rates. Accordingly, based on ~~variable rate~~current debt levels at ~~September 30, 2007,~~March 31, 2008, if market interest rates increase one percent, the ~~Company's~~Company’s interest expense would increase approximately ~~$1.2 million.~~

$895,000 annually.

Some of the ~~Company's~~Company’s subsidiaries operate in foreign countries and, as such, their financial results are subject to the variability that arises from exchange rate movements. Based on the acquisition of ITML, the ~~Company's~~Company’s exposure to foreign currency fluctuations has increased, primarily due to sales made from businesses in Canada to customers in the United States denominated in U.S. dollars. AsIn addition, the Company’s subsidiary in Brazil has loans denominated in U.S. dollars. In the fourth quarter of ~~September 30,~~ 2007, the Company ~~had a foreign currency forward position to hedge U.S. dollar denominated loans of approximately $5 million recorded on the books of its subsidiary in Brazil. In addition, the Company is considering~~began a systematic hedging program to limit its exposure to fluctuations in ~~Canadian dollar~~ exchange rates related to its operations in ~~Canada.~~

Canada and Brazil, however, as of March 31, 2008, the Company had no foreign currency hedges in place.

The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. As such, the cost of operations is subject to fluctuation as the market for these commodities changes. The Company monitors this risk but currently has no derivative contracts to hedge this ~~risk,~~risk; however, the Company also has no significant purchase obligations to purchase fixed quantities of such commodities in future periods.

Part I -— Financial Information

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the ~~Company's~~Company’s reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the ~~Commission's~~Commission’s rules and forms and that such information is accumulated and communicated to the ~~Company's~~Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company carries out a variety of on-going procedures, under the supervision and with the participation of the ~~Company's~~Company’s management, including the ~~Company's~~Company’s Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the ~~Company's~~Company’s disclosure controls and procedures. Based on the foregoing, the ~~Company's~~Company’s Chief Executive Officer and Chief Financial Officer concluded that the ~~Company's~~Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

There has been no change in the ~~Company's~~Company’s internal controls over financial reporting during the ~~Company's~~Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the ~~Company's~~Company’s internal controls over financial reporting.

Part II -— Other Information

~~Item 4.     Submission of Matters to a Vote of Security Holders.~~

     ~~There was a special meeting of Shareholders held on July 23, 2007, and the following matters were voted on at that meeting.~~
1.     Proposal to adopt and approve the Agreement and Plan of Merger, dated as of April 24, 2007, by and among Myers, Myers Acquisition Corporation, an Ohio corporation and wholly owned subsidiary of Myers Holdings Corporation.
~~For~~
~~24,176,579~~
~~Against~~
~~2,938,660~~
~~Abstain~~
~~492,145~~
~~2.     Proposal to adjourn or postpone the special meeting.~~
~~For~~
~~22,121,983~~
~~Against~~
~~4,955,718~~
~~Abstain~~
~~27,607,384~~

Item 6. Exhibits

(a) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~SIGNATURE~~
~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this~~ ~~report to be signed on its behalf by the undersigned thereunto duly authorized.~~

			~~MYERS INDUSTRIES, INC.~~

~~Date:~~	~~November 9, 2007~~		~~By:~~	~~/s/ Donald A. Merril~~


	MYERS INDUSTRIES, INC.
Date: May 12, 2008	By:	/s/ Donald A. Merril
				~~Vice President and Chief Financial~~
				~~Officer (Duly Authorized Officer~~
		Donald A. Merril		~~and Principal Financial and~~
		Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

Exhibit Index

~~Accounting Officer)~~

~~Exhibit Index~~

2(a)		Stock Purchase Agreement among Myers Industries, Inc., ITML Holdings Inc. and 2119188 Ontario Inc., dated December 27, 2006. Reference is made to Exhibit 2.1 to Form 8-K filed with the Commission on January 16, 2007.**
~~2(b)~~
2(b)		Stock Purchase Agreement among Myers Industries, Inc., ITML Holdings Inc. and 2117458 Ontario Inc., dated December 27, 2006. Reference is made to Exhibit 2.2 to Form 8-K filed with the Commission on January 16, 2007.**
~~2(c)~~
2(c)		Sale and Purchase Agreement between Myers Industries, Inc. and LINPAC Material Handling Limited, dated October 20, 2006. Reference is made to Exhibit 1 to Form 8-K filed with the Commission on February 6, 2007.**
~~2(d)~~
2(d)		Agreement and Plan of Merger among Myers Industries, Inc., MYEH Corporation and MYEH Acquisition Corporation, dated April 24, 2007. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on April 26, 2007.**
~~3(a)~~
2(e)		Letter Agreement among Myers Industries, Inc., Myers Holdings Corporation (f/k/a MYEH Corporation) and Myers Acquisition Corporation (f/k/a MYEH Acquisition Corporation), dated December 10, 2007. Reference is made to Exhibit 99.1 to Form 8-K filed with the Commission on December 10, 2007.

2(f)		Letter Agreement among Myers Industries, Inc., Myers Holdings Corporation (f/k/a MYEH Corporation) and Myers Acquisition Corporation (f/k/a MYEH Acquisition Corporation), dated April 3, 2008. Reference is made to Exhibit 99.1 to Form 8-K filed with the Commission on April 4, 2008.

3(a)		Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to Exhibit 3(a) to Form 10-K filed with the Commission on March 16, 2005.
~~3(b)~~
3(b)		Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit (3)(b) to Form 10-K filed with the Commission on March 26, 2003.
~~10(a)~~
10(a)		Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 2001.
~~10(b)~~
10(b)		Form of Indemnification Agreement for Directors and Officers. Reference is made to Exhibit 10(b) to Form 10-K filed with the Commission on March 30, 2001.*
~~10(c)~~	Myers Industries, Inc. Amended and Restated 1992 Stock Option Plan. Reference is made to Exhibit 10(c) to Form 10-K filed with the Commission on March 30, 2001.*
~~10(d)~~ 10(c)		Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 10(d) to Form 10-K filed with the Commission on March 19, 2004.
~~10(e)~~	Myers Industries, Inc. 1997 Incentive Stock Plan. Reference is made to Exhibit 10.2 to Form S-8 (Registration Statement No. 333-90367) filed with the Commission on November 5, 1999.*
~~10(f)~~ 10(d)		Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) to Form 10-Q filed with the Commission on August 9, 2006.*
~~10(g)~~
10(e)		Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit (10)(g) to Form 10-K filed with the Commission on March 26, 2003.*
~~10(h)~~
10(f)		Employment Agreement between Myers Industries, Inc. and John C. Orr effective May 1, 2005. Reference is made to Exhibit 10(h) to Form 10-Q filed with the Commission on August 10, 2005.*
~~10(i)~~
10(g)		Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and John C. Orr dated ~~October~~July 18, 2000. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on May 6, 2003.*


~~10(j)~~ 10(h)		Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (John C. Orr) effective May 1, 2005. Reference is made to Exhibit 10(j) to Form 10-K filed with the Commission on March 16, 2006.*
~~10(k)~~
10(i)		Employment Agreement between Myers Industries, Inc. and Donald A. Merril dated January 24, 2006. Reference is made to Exhibit 10(k) to Form 10-K filed with the Commission on March 16, 2006.*
~~10(l)~~
10(j)		Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (Donald A. Merril) dated January 24, 2006. Reference is made to Exhibit 10(l) to Form 10-K filed with the Commission on March 16, 2006.*
~~10(m)~~
10(k)		Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and Donald A. Merril dated January 24, 2006. Reference is made to Exhibit 10(m) to Form 10-K filed with the Commission on March 16, 2006.*
~~10(n)~~
10(l)		Resignation and Retirement Agreement between Myers Industries, Inc. and Gregory J. Stodnick dated January 24, 2006. Reference is made to Exhibit 10(n) to Form 10-K filed with the Commission on March 16, 2006.*
~~10(o)~~	Employment Agreement between Myers Industries, Inc. and Kevin C. O'Neil dated August 21, 2005. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on November 4, 2005.*
~~10(p)~~ 10(m)	Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (Kevin C. O'Neil) effective August 21, 2005. Reference is made to Exhibit 10(p) to Form 10-K filed with the Commission on March 16, 2006.*

~~10(q)~~	Separation Agreement between Myers Industries, Inc. and Kevin C. O'Neil dated August 8, 2006. Reference is made to Exhibit 10(q) filed with the Commission on August 9, 2006.*
~~10(r)~~	Retirement and Separation Agreement between Myers Industries, Inc. and Stephen E. Myers effective May 1, 2005. Reference is made to Exhibit 10(k) to Form 10-Q filed with the Commission on August 10, 2005.*
~~10(s)~~
10(n)		Form of Stock Option Grant Agreement. Reference is made to Exhibit 10(r) to Form 10-K filed with the Commission on March 16, 2005.*
~~10(t)~~	~~Third~~
10(o)		Second Amended and Restated Loan Agreement between Myers Industries, Inc. and JP Morgan Chase Bank, Agent dated as of October 26, 2006. Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on October 31, 2006.
~~10(u)~~
10(p)		Note Purchase Agreement between Myers Industries, Inc. and the Note Purchasers, dated December 12, 2003, regarding the issuance of (i) $65,000,000 of 6.08% Series 2003-A Senior Notes due December 12, 2010, and (ii) $35,000,000 of 6.81% Series 2003-A Senior Notes due December 12, 2013. Reference is made to Exhibit 10(o) to Form 10-K filed with the Commission on March 15, 2004.
~~10(v)~~
10(q)		Myers Industries, Inc. Non-Employee Board of Directors Compensation Arrangement. Reference is made to Exhibit 10(w) to Form 10-K filed with the Commission on March 16, 2006. *
~~14(a)~~
14(a)		Myers Industries, Inc. Code of Business Conduct and Ethics. Reference is made to Exhibit 14(a) to Form 10-K filed with the Commission on March 16, 2005.
~~14(b)~~
14(b)		Myers Industries, Inc. Code of Ethical Conduct for the Finance Officers and Finance Department Personnel. Reference is made to Exhibit 14(b) to Form 10-K filed with the Commission on March 16, 2005.
21
21		List of Direct and Indirect Subsidiaries, and Operating Divisions, of Myers Industries, Inc.
~~31(a)~~
23		Consent of Independent Registered Accounting Firm (KPMG LLP)

31(a)		Certification of John C. Orr, President and Chief Executive Officer of Myers Industries, Inc, pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2003.~~2002.


31(b)		Certification of Donald A. Merril, Vice President (Chief Financial Officer) of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2003.~~ 2002.
32
32		Certifications of John C. Orr Myers, President and Chief Executive Officer, and Donald A. Merril, Vice President (Chief Financial Officer), of Myers Industries, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



*		Indicates executive compensation plan or arrangement.

**		Pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules have been omitted from this filing. The registrant agrees to furnish the Commission on a supplemental basis a copy of any omitted exhibit or schedule.

~~______________~~

* Indicates executive compensation plan or arrangement.

** Pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules have been omitted from this filing. The registrant agrees to furnish the Commission on a supplemental basis a copy of any omitted exhibit or schedule.

Assets	September 30, 2007	December 31, 2006

Current Assets
Cash	$7,588,256	$6,637,389
Accounts receivable-less allowances of $4,609,000 and $2,595,000, respectively	132,145,020	98,830,002

Inventories
Finished and in-process products	85,000,456	57,007,218
Raw materials and supplies	44,290,231	29,789,656

	129,290,687	86,796,874

Prepaid expenses	6,786,274	5,776,187
Deferred income taxes	5,229,079	4,240,386
Current assets of discontinued operations	-0-	105,242,416

Total Current Assets	281,039,316	307,523,254

Other Assets
Goodwill	173,601,084	162,214,948
Patents and other intangible assets	28,609,021	5,970,381
Other	3,672,070	3,433,410
Long term assets of discontinued operations	-0-	31,540,786

	205,882,175	203,159,525
Property, Plant and Equipment, at Cost
Land	6,037,748	4,710,378
Buildings and leasehold improvements	84,027,523	78,859,310
Machinery and equipment	488,808,120	332,283,970

	578,873,391	415,853,658
Less allowances for depreciationand amortization	354,410,468	264,553,217

	224,462,923	151,300,441

	$711,384,414	$661,983,220

Liabilities and Shareholders' Equity	September 30, 2007	December 31, 2006

Current Liabilities
Accounts payable	$68,727,557	$48,111,122
Accrued expenses
Employee compensation	17,761,200	18,535,357
Taxes, other than income taxes	2,646,968	2,326,865
Accrued interest	2,467,664	420,355
Other	22,765,942	20,307,699
Current portion of long-term debt	3,664,840	3,235,058
Current liabilities of discontinued operations	-0-	41,790,763


Total Current Liabilities	118,034,171	134,727,219

Long-term Debt, less current portion	223,188,909	198,274,578
Other Liabilities	4,138,932	4,447,222
Deferred Income Taxes	53,211,869	35,400,520
Long term liabilities of discontinued operations	-0-	8,475,063

Shareholders' Equity
Serial Preferred Shares (authorized 1,000,000 shares)	- -0-	- -0-
Common Shares, without par value (authorized 60,000,000 shares; outstanding 35,167,792 and 35,067,230 shares, respectively)	21,409,285	21,347,941
Additional paid-in capital	273,044,549	270,836,471
Accumulated other comprehensive income	11,672,764	12,497,362
Retained income (deficit)	6,683,935	(24,023,156	)


	312,810,533	280,658,618


	$711,384,414	$661,983,220

	September 30,	September 30,	September 30,	September 30,
	2007	2006	2007	2006



Net sales	$213,920,711	$185,838,030	$686,012,813	$585,654,483

Cost of sales	162,134,392	138,818,264	502,633,129	429,868,029


Gross profit	51,786,319	47,019,766	183,379,684	155,786,454

Selling, general and administrative expenses	45,356,323	36,100,274	141,882,614	109,195,571


Operating income	6,429,996	10,919,492	41,497,070	46,590,883

Interest expense, net	3,945,119	4,022,429	11,932,476	12,173,246


Income from continuing operations before income taxes	2,484,877	6,897,063	29,564,594	34,417,637

Income taxes	980,000	2,662,960	10,809,000	13,038,470


Income from continuing operations	1,504,877	4,234,103	18,755,594	21,379,167

Income (Loss) from discontinued operations, net of tax	- -0-	1,822,327	17,787,645	(104,503,385	)

Net income (loss)	$1,504,877	$6,056,430	$36,543,239	$(83,124,218	)




Income (loss) per common share
Basic
Continuing operations	$.04	$.12	$.53	$.61
Discontinued	.00	.05	.51	(2.99	)

Net income (loss) per common share	$.04	$.17	$1.04	$(2.38	)




Diluted
Continuing operations	$.04	$.12	$.53	$.61
Discontinued	.00	.05	.50	(2.98	)

Net income (loss) per common share	$.04	$.17	$1.04	$(2.37	)

	September 30, 2007		September 30, 2006

Cash Flows From Operating Activities
Net income (loss)	$36,543,239		$(83,124,218	)
Net (income) loss from discontinued operations	(1,886	)	104,503,385
Items not affecting use of cash
Depreciation	26,249,402		20,294,920
Amortization of other intangible assets	2,612,129		1,318,936
Non cash stock compensation	986,760		300,621
Deferred taxes	(1,831,882	)	(43,923	)
Gain on sale of discontinued operations, net of tax	(17,785,760	)	-0-
Cash flow provided by (used for) working capital
Accounts receivable	17,123,684		(2,201,852	)
Inventories	9,491,344		1,397,398
Prepaid expenses	(90,143	)	(2,945,659	)
Accounts payable and accrued expenses	(6,095,682	)	(1,730,681	)


Net-cash provided by operating activities of continuing operations	67,201,205		37,768,927
Net cash (used for) provided by operating activities of discontinued operations	(2,016,769	)	6,900,503

Net cash provided by operating activities	65,184,436		44,669,430


Cash Flows From Investing Activities
Acquisition of business, net of cash acquired	(96,223,113	)	-0-
Additions to property, plant and equipment	(12,536,671	)	(8,606,367	)
Other	83,337		609,564


Net cash used for investing activities of continuing operations	(108,676,447	)	(7,996,803	)
Net cash provided by (used for) investing activities of discontinued operations	67,909,094		(107,243	)

Net cash used for investing activities	(40,767,353	)	(8,104,046	)


Cash Flows From Financing Activities
Repayment of long term debt	(60,559,865	)	-0-
Net borrowing (repayment) of credit facility	14,473,982		(26,536,004	)
Cash dividends paid	(5,534,148	)	(5,332,717	)
Proceeds from issuance of common stock	1,130,548		2,059,364
Tax benefit from options exercised	152,114		290,000
Deferred financing costs	(14,212	)	-0-


Net cash used for financing activities of continuing operations	(50,351,581	)	(29,519,357	)
Net cash used for financing activities of discontinued operations	(224,445	)	(239,504	)

Net cash used for financing activities	(50,576,026	)	(29,758,861	)


Foreign Exchange Rate Effect on Cash	23,500		641,952

Net (decrease) increase in cash	(26,135,443	)	7,448,475

Cash at January 1 ($27,086,311 included in discontinued operations at January 1, 2007)	33,723,700		19,159,220

Cash at September 30 ($20,091,833 included in discontinued operations at September 30, 2006)	$7,588,257		$26,607,695

	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)		Retained Income (Deficit)

December 31, 2006	$21,347,941	$270,836,471	$12,497,362		($24,023,156)

Net income					36,543,239

Realized gain on sale of discontinued operations of amounts previously recognized in AOCI			(10,732,635	)

Foreign currency translation adjustment			9,908,037



Common Stock issued	61,344	1,069,204

Stock based compensation		986,760

Tax benefit stock options		152,114

Dividends - $.16 per share					(5,534,148	)

Adoption of FIN 48					(302,000	)


September 30, 2007	$21,409,285	$273,044,549	$11,672,764		$6,683,935

(Amounts in thousands, except per share)	Nine months ended September 30, 2007	Three months ended September 30, 2006	Nine months ended September 30, 2006


Net Sales	$690,568	$222,866	$711,630
Income from Continuing Operations	18,760	2,640	19,166
Income from Continuing Operations per basic and diluted share	..53	..07	..55

	Severance and Personnel			Contract Termination Fees		Total

Balance at January 9, 2007		$2,727			$241		$2,968
Provision		-0-			-0-		-0-
Less: Payments		(328	)		-0-		(328	)

Balance at September 30, 2007		$2,399			$241		$2,640

	Severance and Personnel			Other Exit Costs		Total

Balance at June 30, 2007		$1,038			$90		$1,128
Provision		(101	)		-0-		(101	)
Less: Payments		(673	)		-0-		(673	)

Balance at September 30, 2007		$264			$90		$354

(Amounts in thousands)
Segment	Balance at January 1, 2007	Acquisitions	Foreign Currency Translation	Impairment	Balance at September 30, 2007

Distribution	$214	-0-	-0-	-0-	$214
Material Handling - North America	30,383	-0-	-0-	-0-	30,383
Automotive and Custom	60,074	-0-	-0-	-0-	60,074
Lawn and Garden	71,544	10,183	1,203	-0-	82,930

Total	$162,215	$10,183	$1,203	-0-	$173,601

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2007	2006	2007	2006


Weighted average common shares outstanding
Basic	35,158,180	35,013,015	35,129,077	34,952,119
Dilutive effect of stock options	149,496	131,159	119,477	123,792

Weighted average common shares outstanding - diluted	35,307,676	35,144,174	35,248,554	35,075,911

	Shares			Average Exercise Price		Weighted Average Life		Aggregate Intrinsic Value

Outstanding at December 31, 2006		781,219			$13.52
Options Granted		23,000			18.62
Options Exercised		(79,871	)		9.84
Cancelled or Forfeited		(51,526	)		13.73

Outstanding at September 30, 2007		672,822			$14.12		8.08		$3,835,085




Exercisable at September 30, 2007		338,363			$12.68		8.03		$2,415,912

	Quarter Ended September 30,
Segment	2007		2006		Change		% Change

Lawn & Garden	$58.9		$31.4		$27.5		88%
Material Handling - North America	66.8		59.8		7.0		12%
Distribution	52.2		50.7		1.5		3%
Auto & Custom	41.6		49.8		(8.2	)	(16%	)
Intra-segment elimination	(5.5	)	(5.9	)	0.4		7%

Total	$213.9		$185.8		$28.1		15%

	Quarter Ended September 30,
Cost of Sales and Gross Profit		2007	2006

Cost of sales		$162.1	$138.8
Gross profit		51.8	47.0
Gross profit as a percentage of sales		24.2%	25.3%

	Nine Months Ended September 30,
Segment		2007		2006		Change		% Change

Lawn & Garden		$224.9		$119.7		$105.2		88%
Material Handling - North America		196.9		181.9		15.0		8%
Distribution		149.2		147.4		1.8		1%
Auto & Custom		131.3		154.5		(23.2	)	(15%	)
Intra-segment elimination		(16.3	)	(17.8	)	1.5		8%

Total		$686.0		$585.7		$100.3		17%

	Nine Months Ended September 30,
Cost of Sales and Gross Profit		2007	2006

Cost of sales		$502.6	$429.9
Gross profit		183.4	155.8
Gross profit as a percentage of sales		26.7%	26.6%

~~There was a special meeting of Shareholders held on July 23, 2007, and the following matters were voted on at that meeting.~~

1. Proposal to adopt and approve the Agreement and Plan of Merger, dated as of April 24, 2007, by and among Myers, Myers Acquisition Corporation, an Ohio corporation and wholly owned subsidiary of Myers Holdings Corporation.
		~~For~~	~~24,176,579~~
		~~Against~~	~~2,938,660~~
		~~Abstain~~	~~492,145~~

~~2. Proposal to adjourn or postpone the special meeting.~~
	~~For~~		~~22,121,983~~
	~~Against~~		~~4,955,718~~
	~~Abstain~~		~~27,607,384~~