SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
   
þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2008March 31, 2009
OR
   
o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                    to                    
Commission File Number 1-8524
Myers Industries, Inc.
(Exact name of registrant as specified in its charter)
   
Ohio 34-0778636
(State or other jurisdiction of
incorporation or organization)		 (IRS Employer Identification
incorporation or organization)
Number)
   
1293 South Main Street  
Akron, Ohio 44301
(Address of principal executive offices) (Zip code)
(330) 253-5592
(Registrant’s telephone number, including area code)
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.

YesþNoo.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesoNoo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer. See definition of “accelerated filer or a smaller reporting company. See the definitions of “largeand large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
       
Large accelerated filero Accelerated filerþ Non-accelerated filero
Smaller reporting companyo
(Do not check if a smaller reporting company) Smaller reporting companyo 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YesoNoþ.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
   
Class
 Outstanding as of October 31, 2008April 30, 2009
 
Common Stock, without par value
 35,235,63635,268,024 shares
 
 

 

 

Table of Contents
     
Part I — Financial Information
  1 
 
Item 1. Financial Statements
  1 
 
Condensed Statements of Consolidated Financial Position
  1 
 
Condensed Statements of Consolidated Income
  3 
 
Condensed Statements of Consolidated Cash Flows
  4 
 
Condensed Statement of Consolidated Shareholders’ Equity
  5 
 
Notes to Condensed Consolidated Financial Statements
  6 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
  1712 
 
Item 3. Quantitative and Qualitative Disclosure About Market Risk
  2414 
 
Item 4. Controls and Procedures
  2615 
 
Part II — Other Information
  15 
 
Item 1. Legal Proceedings
  2715 
 
Item 6. Exhibits
  2715 
 
Signature
  2816 
Exhibit 10.1
    
 
Exhibit 21
Exhibit 31(a)
Exhibit 31(b)
Exhibit 32
EX-10.1
 EX-21
 EX-31.1
 EX-31.2
 EX-32

1

Part I — Financial Information
Item 1. Financial Statements

Myers Industries, Inc.
Condensed Statements of Consolidated Financial Position (Unaudited)

As of September 30, 2008March 31, 2009 and December 31, 20072008
(Dollars in thousands)
        
 September 30, 2008 December 31, 2007         
Assets
  March 31, 2009 December 31, 2008 
Current Assets
  
Cash $12,072,354 $7,558,832  $15,805 $10,417 
Accounts receivable-less allowances of $5,013,000 and $3,915,000, respectively 114,757,837 129,631,910 
Accounts receivable-less allowances of $6,179 and $6,489, respectively 115,464 94,780 
  
Inventories  
Finished and in-process products 78,867,240 77,121,338  69,930 79,381 
Raw materials and supplies 50,092,862 48,034,866  30,378 34,152 
          
 128,960,102 125,156,204  100,308 113,533 
  
Prepaid expenses 4,907,035 6,164,390  5,633 4,347 
Deferred income taxes 7,281,702 9,298,038  9,520 9,571 
  ��        
Total Current Assets
 $267,979,030 $277,809,374  246,730 232,648 
  
Other Assets
  
Goodwill $173,150,076 171,462,256  109,709 109,862 
Intangible assets 25,126,020 28,335,537  21,259 22,291 
Other 19,375,880 5,974,876  4,885 5,194 
          
 $217,651,976 $205,772,669  135,853 137,347 
 
Property, Plant and Equipment, at Cost
  
Land 5,579,901 5,696,694  5,396 5,403 
Buildings and leasehold improvements 78,383,524 78,825,686  79,277 79,419 
Machinery and equipment 428,387,184 421,206,343  428,651 431,734 
     
 512,350,609 505,728,723      
  513,324 516,556 
Less allowances for depreciation and amortization  (315,137,516)  (291,758,397)  (324,464)  (317,651)
          
 197,213,093 213,970,326  188,860 198,905 
          
 $682,844,099 $697,552,369  $571,443 $568,900 
          
See notes to unaudited condensed consolidated financial statements.

2

Part I — Financial Information
Myers Industries, Inc.
Condensed Statements of Consolidated Financial Position (Unaudited)
As of September 30, 2008March 31, 2009 and December 31, 20072008
(Dollars in thousands, except share data)
        
 September 30, 2008 December 31, 2007         
Liabilities and Shareholders’ Equity
  March 31, 2009 December 31, 2008 
Current Liabilities
  
Accounts payable $63,462,133 $78,268,137  $43,971 $54,993 
Accrued expenses  
Employee compensation 18,525,288 21,604,532  15,779 12,989 
Income taxes 874,149 14,803,686  6,604 3,221 
Taxes, other than income taxes 2,240,204 2,036,230  1,671 1,813 
Accrued interest 2,078,895 455,842  2,150 791 
Other 15,188,260 37,680,135  15,353 21,142 
Current portion of long-term debt 2,397,056 3,626,077  486 2,021 
          
  
Total Current Liabilities
 $104,765,985 $158,474,639  86,014 96,970 
  
Long-term debt, less current portion 197,320,059 167,253,706 
Other liabilities 4,749,504 4,013,808 
Deferred income taxes 51,546,102 50,540,270 
Long-term Debt, less current portion 181,532 169,546 
Other Liabilities 6,413 6,396 
Deferred Income Taxes 42,793 43,149 
  
Shareholders’ Equity
  
Serial Preferred Shares (authorized 1,000,000 shares) -0- -0-  -0- -0- 
Common Shares, without par value (authorized 60,000,000 shares; outstanding 35,225,432 and 35,180,192 shares, respectively) 21,444,446 21,416,849 
Common Shares, without par value (authorized 60,000,000 shares; outstanding 35,250,278 and 35,235,636 shares, respectively) 21,460 21,451 
Additional paid-in capital 275,316,722 273,617,888  276,593 275,987 
Accumulated other comprehensive income 6,544,646 9,320,002 
Retained income 21,156,635 12,915,207 
Accumulated other comprehensive loss  (6,320)  (4,570)
Retained deficit  (37,042)  (40,029)
          
  
 $324,462,449 $317,269,946  254,691 252,839 
          
  
 $682,844,099 $697,552,369  $571,443 $568,900 
          
See notes to unaudited condensed consolidated financial statements.

3

Part I — Financial Information
Myers Industries, Inc.
Condensed Statements of Consolidated Income (Unaudited)
For the Three Months Ended March 31, 2009 and March 31, 2008
(Dollars in thousands, except per share data)
        
                 For The Three Months Ended 
 For The Three Months Ended For The Nine Months Ended  March 31, March 31, 
 September 30, September 30, September 30, September 30,  2009 2008 
 2008 2007 2008 2007      
Net sales $213,955,089 $213,920,711 $677,909,836 $686,012,813  $190,100 $249,346 
 
Cost of sales 165,897,667 162,134,392 520,499,836 502,633,129  134,883 189,386 
         
      
Gross profit 48,057,422 51,786,319 157,410,000 183,379,684  55,217 59,960 
  
Selling and administrative expenses 42,836,695 45,356,323 128,040,978 141,882,614 
         
Selling, general and administrative expenses 43,188 43,199 
Impairment charges 1,271 -0- 
      
Operating income 5,220,727 6,429,996 29,369,022 41,497,070  10,758 16,761 
  
Interest expense, net 2,728,720 3,945,119 8,507,941 11,932,476  2,446 3,000 
              
  
Income from continuing operations before income taxes 2,492,007 2,484,877 20,861,081 29,564,594  8,312 13,761 
  
Income taxes 1,173,751 980,000 8,014,320 10,809,000  3,210 5,112 
              
  
Income from continuing operations 1,318,256 1,504,877 12,846,761 18,755,594  5,102 8,649 
  
Income from discontinued operations, net of tax -0- -0- 1,732,027 17,787,645  -0- 1,732 
          
      
Net income $1,318,256 $1,504,877 $14,578,788 $36,543,239  $5,102 $10,381 
          
      
 
Income per common share  
Basic  
Continuing operations $.04 $.04 $.36 $.53  $.14 $.25 
Discontinued .00 .00 .05 .51  -0- .05 
              
Net income $.04 $.04 $.41 $1.04 
Net income per common share $.14 $.30 
              
  
Diluted  
Continuing operations $.04 $.04 $.36 $.53  $.14 $.25 
Discontinued .00 .00 .05 .50  -0- .05 
              
Net income $.04 $.04 $.41 $1.04 
Net income per common share $.14 $.30 
              
See notes to unaudited condensed consolidated financial statements.

4

Part I — Financial Information
Myers Industries, Inc.
Condensed Statements of Consolidated Cash Flows (Unaudited)

For the NineThree Months Ended September 30,March 31, 2009 and 2008 and 2007
(Dollars in thousands)
                
 September 30, 2008 September 30, 2007  March 31, 2009 March 31, 2008 
Cash Flows From Operating Activities
  
Net income $14,578,788 $36,543,239  $5,102 $10,380 
Net income from discontinued operations  (1,732,027)  (17,787,645)
Income from discontinued operations -0-  (1,732)
Items not affecting use of cash  
Depreciation 27,447,521 26,249,402  9,034 9,153 
Amortization of other intangible assets 2,820,097 2,612,129 
Impairment charges 1,271 -0- 
Amortization of intangible assets 846 942 
Non cash stock compensation 1,317,642 986,760  507 323 
Deferred taxes 3,967,595  (1,831,882)  (60) 231 
Gain on sale of property, plant and equipment  (765,805)  (-0-)
Loss (gain) on sale of property, plant and equipment 71  (392)
Cash flow provided by (used for) working capital      
Accounts receivable 12,706,417 17,123,684   (21,762)  (20,681)
Inventories  (5,923,963) 9,491,344  12,648 6,076 
Prepaid expenses 1,167,299  (90,143)  (1,319) 95 
Accounts payable and accrued expenses  (40,116,480)  (6,095,682)  (8,703)  (13,712)
          
Net cash provided by operating activities of continuing operations $15,467,084 67,201,205 
Net cash provided by (used for) operating activities of discontinued operations 1,732,027  (2,016,769)
      
Net cash provided by operating activities $17,199,111 $65,184,436 
Net cash used for operating activities of continuing operations  (2,365)  (9,317)
Net cash provided by operating activities of discontinued operations -0- 1,732 
     
Net cash used for operating activities  (2,365)  (7,585)
     
      
Cash Flows From Investing Activities
  
Acquisition of business, net of cash acquired -0-  (96,223,113)
Additions to property, plant and equipment  (1,403)  (3,036)
Proceeds from sale of property, plant and equipment 1,576,221 -0-  -0- 500 
Additions to property, plant and equipment  (15,391,338)  (12,536,671)
Deposits on machinery and equipment  (13,448,652) -0-  -0-  (5,167)
Other  (235,065) 83,337  217 66 
          
Net cash used for investing activities of continuing operations  (27,498,834)  (108,676,447)
Net cash provided by investing activities of discontinued operations -0- 67,909,094 
     
Net cash used for investing activities $(27,498,834) $(40,767,353)  (1,186)  (7,637)
          
 
Cash Flows From Financing Activities
  
Repayment of long term debt -0-  (60,559,865)
Net borrowing (repayment) of credit facility 31,089,133 14,473,982 
Net borrowing of credit facility 11,309 30,128 
Cash dividends paid (1)  (16,187,813)  (5,534,148)  (2,115)  (11,962)
Proceeds from issuance of common stock 408,789 1,130,548  109 132 
Tax benefit from options exercised -0- 152,114 
Deferred financing costs -0-  (14,212)
          
Net cash provided by (used for) financing activities of continuing operations 15,310,109  (50,351,581)
Net cash used for financing activities of discontinued operations -0-  (224,445)
Net cash provided by financing activities 9,303 18,298 
          
Net cash provided by (used for) financing activities $15,310,109 $(50,576,026)
      
Foreign Exchange Rate Effect on Cash  (496,864) 23,500   (364) 30 
          
Net increase (decrease) in cash 4,513,522  (26,135,443)
Cash at January 1 ($27,086,311 included in discontinued operations at January 1, 2007) 7,558,832 33,723,700 
Net increase in cash 5,388 3,106 
      
Cash at January 1 10,417 7,559 
 $12,072,354 $7,588,257      
Cash at March 31 $15,805 $10,665 
          
 
(1) IncludesDividends paid in 2008 include a special dividend of $9.85 million which was accrued at December 31, 20072007.
See notes to unaudited condensed consolidated financial statements.

5

Part I — Financial Information
Myers Industries, Inc.
Condensed Statement of Consolidated Shareholders’ Equity (Unaudited)

For the NineThree Months Ended September 30, 2008March 31, 2009
(Dollars in thousands)
                                
 Accumulative   Accumulated  
 Additional Other   Additional Other Retained
 Common Paid-In Comprehensive Retained Common Paid-In Comprehensive Income
 Stock Capital Income Income Stock Capital Income (Loss) (Deficit)
    
December 31, 2007 $21,416,849 $273,617,888 $9,320,002 $12,915,207 
December 31, 2008 $21,451 $275,987 $(4,570) $(40,029)
  
Net income 14,578,788  -0- -0- -0- 5,102 
  
Foreign currency translation adjustment  (2,775,356)  -0- -0-  (1,750) -0- 
  
Common Stock issued 27,597 381,192  9 99 -0- -0- 
  
Stock based compensation 1,317,642  -0- 507 -0- -0- 
  
Dividends — $.18 per share  (6,337,360)
Dividends — $.06 per share -0- -0- -0-  (2,115)
 
    
September 30, 2008 $21,444,446 $275,316,722 $6,544,646 $21,156,635 
March 31, 2009 $21,460 $276,593 $(6,320) $(37,042)
    
See notes to unaudited condensed consolidated financial statements.

6

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”), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with 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 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, 2008,March 31, 2009, and the results of operations and cash flows for the three months ended March 31, 2009 and nine months ended September 30, 2008 and 2007.2008. The results of operations for the three and nine months ended September 30, 2008March 31, 2009 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2008.2009.
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 indentifiableidentifiable 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 earlierThe adoption is prohibited. Statement 160 will be applied prospectivelyof these standards did not have a material impact to all non-controlling interests, including any that arose before the effective date.Company’s statement of financial position, result of operations or cash flows. The Company will apply the guidance of the Statementstatements to business combinations completed on or afterin 2009 and beyond.
          Effective January 1, 2009.
In March 2008,2009, the FASB issuedCompany adopted SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, and amendment of SFAS No. 133.” The Statement requires enhanced disclosures about an entity’s derivative and hedging

7

activities. The Statement is effective for fiscal years and interim periods beginning after November 15, 2008.adoption of this standard did not have a material impact to the Company’s statement of financial position, results of operations or cash flows.
          The Company is evaluatingadopted SFAS No. 157, “Fair Value Measurements” (SFAS 157) as of January 1, 2008. SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the effectinputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. FASB Staff Position 157-2, “Effective Date of additional disclosures required by theFASB Statement beginningNo. 157,” applies to nonfinancial assets and nonfinancial liabilities and was effective January 1, 2009.
Acquisitions
On January 9, 2007, The adoption of this standard had no impact on the Company acquired all the shares of ITML Horticultural Products, Inc., an Ontario corporation (“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 Lawn and Garden segment in 2008, specifically the achievement of earnings before interest, taxes, depreciation and amortization that are in excess of targeted amounts. Based upon operating results through September 30, 2008, the Company’s management does not anticipate any material payment of additional purchase consideration under this contingency.
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”). 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 Lawn and Garden segment and the SASNA product lines are included in the Material Handling — North America segment. The allocation of the purchase price and the estimated goodwill and other intangibles are as follows:

8

Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
         
(Amounts in thousands) ITML SASNA
 
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 consolidated results of operations from January 9, 2007, the date of acquisition, and are reported in the 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, 2007.
     
  Nine months ended
(Amounts in thousands, except per share) September 30, 2007
 
Net Sales $690,568 
Income from Continuing Operations  18,760 
Income from Continuing Operations per basic and diluted share  .53 
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, 2007, or of future results.

9

Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unauditedfirst quarter 2009.
Discontinued Operations
In the thirdfirst quarter of 2006, the Company’s Board of Directors approved the plan for divestiture of the Company’s Material Handling — Europe business segment. On October 20, 2006,2007, 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 2007 net income was a gain of approximately $17.8 million, net of taxes of $3.3 million, from the disposition of thesesold its European Material handling 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 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 condensed statements of consolidated income for all periods presented.

10

Part I — Financial Information
Myers Industries, Inc.
Notes     In the three months ended March 31, 2008, the Company recorded net income of approximately $1.7 million as a result of net proceeds received related to Condensed Consolidated Financial Statements
Unauditedthe settlement of certain contingencies in connection with the disposed businesses.
Merger Agreement
On April 3, 2008, the Company entered into a letter agreement mutually terminating the Agreement and Plan of Merger (the “Merger Agreement”) with MYEH Corporation, a Delaware corporation (the “Parent”) and MYEH

7

Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Acquisition Corporation, an Ohio corporation (“MergerCo”). Under the terms of the Merger Agreement, MergerCo 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”). Parent is owned by GS Capital Partners, LP (GSCP) and other private equity funds sponsored by Goldman, Sachs & Co.
The Merger Agreement contained termination rights for both the Company and Parent in the event the Merger 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. This extension did not provide GSCP additional rights with respect to the potential merger and any consummation of the merger would have remained subject to satisfaction of the conditions to the closing in the Merger Agreement. In connection with the extension, GSCP paid the Company a previously agreed upon $35$35.0 million termination fee in December 2007. This non refundable termination fee, net of related expenses of $8.25$8.3 million, was recorded as other income by the Company in the fourth quarter of 2007. In addition, as permitted by the extension, the Company paid a special dividend of $0.28 per common share totaling approximately $9.85$9.9 million on January 2, 2008 to shareholders of record as of December 20, 2007.

11

Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Goodwill
The change in goodwill for the ninethree months ended September 30, 2008March 31, 2009 is as follows:
                                        
 Foreign   Foreign Balance at
(Amount in thousands) Balance at Currency Balance at
(Amounts in thousands) Balance at Currency March 31,
Segment January 1, 2008 Acquisitions Translation Impairment September 30, 2008 January 1, 2009 Acquisitions Translation Impairment 2009
  
Distribution $214 $-0- $-0- $-0- $214  $214 -0- -0- -0- $214 
Material Handling — North America 30,383 -0- -0- -0- 30,383  30,383 -0- -0- -0- 30,383 
Automotive and Custom 60,074 -0- -0- -0- 60,074 
Lawn and Garden 80,791 -0- 1,688 -0- 82,479  79,265 -0-  (153) -0- 79,112 
    
Total $171,462 $-0- $1,688 $-0- $173,150  $109,862 $-0- $(153) -0- $109,709 
    
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  Three Months Ended 
 September 30, September 30,  March 31 
 2008 2007 2008 2007  2009 2008 
Weighted average common shares outstanding  
Basic 35,221,388 35,158,180 35,204,663 35,129,077  35,246,618 35,187,169 
Dilutive effect of stock options 28,656 149,496 56,533 119,477  -0- 15,250 
              
 
Weighted average common shares outstanding — diluted 35,250,044 35,307,676 35,261,196 35,248,554  35,246,618 35,202,419 
              
Supplemental Disclosure of Cash Flow Information
     The Company made cash payments for interest of approximately $1.0 million and $1.2 million for the three months ended March 31, 2009 and 2008 respectively. Cash payments for income taxes were approximately $0.3 million and $11.5 million for the three months ended March 31, 2009 and 2008, respectively.

8

Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Comprehensive Income
     A summary of comprehensive income for the three months ended March 31, 2009 and 2008 was as follows:
         
  Three Months Ended 
  March 31, 
(In thousands) 2009  2008 
Net income $5,102  $10,380 
Other comprehensive income:        
Foreign currency translation adjustment  (1,750)  204 
       
Comprehensive income $3,352  $10,584 
       
Accumulated Other Comprehensive Loss
     As of March 31, 2009 and December 31, 2008, the balance in the Company’s accumulated other comprehensive loss is comprised of the following:
         
  March 31,  December 31, 
(In thousands) 2009  2008 
Foreign currency translation adjustments $(3,572) $(1,822)
Pension adjustments  (2,748)  (2,748)
       
Total $(6,320) $(4,570)
       
Restructuring & Impairment Charges
     In the first quarter of 2009, the Company continued the implementation of its plan to restructure the businesses in the Lawn and Garden segment. Certain components of production from its Surrey, B.C., Brantford, Ontario and Sparks, Nevada manufacturing facilities were reallocated to the segment’s other five manufacturing facilities. In conjunction with this reallocation, the Company recorded an impairment charge of $0.3 million related to certain property, plant, and equipment at these and other manufacturing Lawn and Garden facilities. The Company also incurred severance and personnel related, consulting, and other expenses associated with the restructuring of approximately $5.0 million in the first quarter.
     In 2009, the Company expects to incur additional charges of $2.0 million for severance and other one time termination benefits and $4.1 million of other restructuring charges associated with the realignment.
     Activity related to the Lawn and Garden business restructuring as of March 31, 2009 is as follows:
             
  Severance       
  and  Other    
(Dollars in thousands) Personnel  Exit Costs  Total 
   
Balance at January 1, 2009 $0  $0  $0 
Provision  870   4,176   5,046 
Less: Payments  (242)  (2,543)  (2,785)
          
Balance at March 31, 2009 $628  $1,633  $2,261 

9

Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
     Also in the first quarter of 2009, the Company announced the closure of its Fostoria, Ohio facility. As a result, an impairment charge of approximately $1.0 million was recorded to adjust the carrying value of real estate at this location to its estimated fair value.
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 commonvarious types of 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 tobased awards including stock options, grants of restricted stock and 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.rights. In general, options granted and outstanding vest over three to five years and expire ten years from the date of grant. At September 30, 2008, thereOn January 1, 2009, the 1999 Stock Plan expired by its terms, and these shares were 108,845 sharesno longer available for future grant under the plan.grants from that date.
Stock compensation expense under SFAS No. 123R reduced income before taxes approximately $560,000$0.5 million and $329,000$0.3 million for the three months ended September 30,March 31, 2009 and 2008, and 2007, respectively. Stock compensation expense was approximately $1,318,000 and $987,000 for the nine months ended September 30, 2008 and 2007, respectively. These expenses are included in selling and administrativeSG&A expenses in the accompanying Condensed StatementStatements of Consolidated Income. Total unrecognized compensation cost related to non-vested share based compensation arrangements at September 30, 2008March 31, 2009 was approximately $4.3$3.3 million, which will be recognized over the next four years.

12

Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
The fair value of options granted in 2008 was estimated using a Black-Scholes option pricing model based on assumptions set forth in the following table. The Company uses historical data to estimate employee exercise and departure behavior. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and through the expected term. The dividend yield is based on the Company’s historical dividend yield. The expected volatility is derived from historical volatility of the Company’s shares and those of similar companies measured against the market as a whole.
     
Risk free interest rate  3.38%
Expected dividend yield  1.91%
Expected life of award (years)  5.25 
Expected volatility  41.41%
Fair value per option share $4.10 
The following table summarizes the stock option activity for the ninethree months ended SeptemberMarch 31, 2009:
             
      Average  Weighted 
      Exercise  Average 
  Shares  Price  Life 
Outstanding at December 31, 2008  1,193,376  $13.66     
Options Granted  -0-         
Options Exercised  -0-         
Cancelled or Forfeited  (16,230) $12.39     
          
Outstanding at March 31, 2009  1,177,146  $12.57  7.86 years 
          
 
Exercisable at March 31, 2009  450,720  $13.71     
     On April 30, 2008:2009, the shareholders of the Company approved the adoption of the 2008 Incentive Stock Plan. The full text of the 2008 Incentive Stock Plan is attached as Exhibit 4.3 to the registration statement on Form S-8 filed with the SEC on March 17, 2009. As a result of this approval, the Company granted 584,869 options with an exercise price of $10.92 that were originally awarded to certain employees and non-employees on October 8, 2008. These options were awarded conditionally based on shareholder approval of the 2008 Stock Incentive plan.
             
      Average  Weighted 
      Exercise  Average 
  Shares  Price  Life 
 
Outstanding at December 31, 2007  654,809  $14.12     
Options Granted  604,621   11.07     
Options Exercised  (16,169)  12.63     
Cancelled or Forfeited  (30,740)  16.27     
          
Outstanding at September 30, 2008  1,212,521  $12.62   8.36 
          
             
Exercisable at September 30, 2008  452,729  $13.68     
In addition, at September 30, 2008March 31, 2009 the Company has 132,500had 126,000 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. There were no stock options exercised during the three months ended March 31, 2009. The total intrinsic value of the options exercised during the ninethree months ended September 30,March 31, 2008 and 2007 was approximately $59,000 and $716,000, respectively.$0.1 million.
Income Taxes
On January 1, 2007,     As of December 31, 2008, the Company adoptedtotal amount of gross unrecognized tax benefits in accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement process for recording, was $6.7 million of which $6.3 million would reduce the Company’s effective tax rate. The amount of accrued interest expense within the Company’s consolidated financial position at December 31, 2008 was $0.4 million. No material changes have occurred in the financial statements uncertainliability for unrecognized tax positions taken or expectedbenefits during the three months ended March 31, 2009. The Company does not expect any significant changes to be taken in aits unrecognized tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition for uncertain tax positions.benefit balance over the next twelve months.

10

Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
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 DecemberMarch 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 if realized. The amount of accrued interest expense recorded as a liability within the Company’s consolidated financial position at December 31, 2007 was $279,000. During the nine months ended September 30, 2008, the Company increased its total amount of gross unrecognized tax benefits by $4,165,000 for certain tax positions taken. An unrecognized tax benefit of $4,235,000 represents the tax position taken on the Company’s 2007 U.S. Corporate Income Tax Return filed on September 11, 2008 relating to the loss on the previous sale of its European Material Handling business. If recognized, the tax benefit from this loss would impact the effective tax rate by $4,235,000. The expiration of the statute of limitations for the assessment of taxes in the quarter ended September 30, 2008 resulted in recognized benefits of $70,000. The Company does not expect any additional significant changes to its unrecognized tax benefit balance over the next twelve months.

13

As of September 30, 2008,2009, the Company and its significant subsidiaries are subject to examination for the years after 2003 in Brazil and Canada and yearsas well as after 2004 infor the United States, France, and certain states within the United States. The Company is also subject to examinationexaminations after 2005 forin the United Kingdom and remaining states within the United States.

14

Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Supplemental Disclosure of Cash Flow Information
The Company made cash payments for interest of $1,099,000 and $2,332,000 for the three months ended September 30, 2008 and 2007, respectively. Cash payments for interest totaled $6,622,000 and $10,047,000 for the nine months ended September 30, 2008 and 2007. Cash payments for income taxes were $855,000 and $3,909,000 for the three months ended September 30, 2008 and 2007, respectively. Cash payments for income taxes were $18,610,000 and $9,640,000 for the nine months ended September 30, 2008 and 2007.
Comprehensive Income
A summary of comprehensive income for the three and nine months ended September 30, 2008 and 2007 was as follows:
                 
  Three Months Ended  Nine Months Ended 
  September 30  September 30 
(In thousands) 2008  2007  2008  2007 
Net income $1,318  $1,505  $14,579  $36,543 
Other comprehensive income           
Realization of amounts previously recognized in AOCI on sale of discontinued operations  -0-   -0-   -0-   (10,733)
Foreign currency translation adjustment  (4,429)  5,812   (2,775)  9,908 
             
Comprehensive income <loss> $(3,111) $7,317  $11,804  $35,718 
             
Retirement Plans
For the Company’s two defined benefit pension plans included in continuing operations, the net periodic benefit cost for the three and nine months ended September 30,March 31, 2009 and 2008 and 2007 was as follows:
                 
  Three Months Ended  Nine Months Ended 
  September 30  September 30 
  2008  2007  2008  2007 
Service cost $22,000  $30,557  $66,000  $91,672 
Interest cost  80,250   80,679   240,750   242,036 
Expected return on assets  (108,000)  (107,001)  (324,000)  (321,002)
Amortization of prior service cost  0   1,003   0   3,009 
Amortization of net loss  4,500   1,979   13,500   5,936 
             
Net periodic pension cost $(1,250) $7,217  $(3,750) $21,651 
Curtailment loss  0   67,662   0   67,662 
             
Total pension cost $(1,250) $74,879  $(3,750) $89,313 
             

15
         
  Three Months Ended 
  March 31, 
(In thousands) 2009  2008 
Service cost $15  $22 
Interest cost  81   80 
Expected return on assets  (65)  (108)
Amortization of prior service cost  -0-   -0- 
Amortization of net loss  22   5 
       
Net periodic pension cost $53  $(1)
       
Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
The Company previously disclosed in its financial statements for the year ended December 31, 2007, that it did not expectexpects to make a contribution to its defined benefit plans and, as of September 30, 2008,approximately $0.1 million in 2009. As of March 31, 2009, no contributions have been made.
Contingencies
The Company is in the ordinary course of business, a defendant in various lawsuits and a party to various other legal proceedings, in the ordinary course of business, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a future material adverse effect on our consolidated financial position, results of operations or cash flows.
A number of parties, including the Company and its subsidiary, Buckhorn, Inc., were identified in a planning document adopted in October 2008 by the California Regional Water Quality Control Board, San Francisco Bay Region (RWQCB). The planning document relates to the presence of mercury, including amounts contained in mining wastes, in and around the Guadalupe River Watershed (Watershed) region in Santa Clara County, California. Buckhorn has been alleged to be a successor in interest to an entity that performed mining operations in a portion of the Watershed area. The Company has not been contacted by the RWQCB with respect to Watershed clean-up efforts that may result from the adoption of this planning document. The extent of the mining wastes that may be the subject of future cleanup has yet to be determined, and the actions of the RWQCB have not yet advanced to the stage where a reasonable estimate of remediation cost, if any, is available.

11

Part I — Financial Information
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
Although assertion of a claim by the RWQCB is reasonably possible, it is not possible at this time to estimate the amount of any obligation the Company may incur for these cleanup efforts within the Watershed region, or whether such cost would be material to the Company’s financial statements.
Segment Information
The Company’s business units have separate management teams and offer different products and services. Using the criteria of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related 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     Income (Loss) Before Income Taxes 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.

16

Part I — Financial Information
         
  Three Months Ended 
  March 31, 
(In thousands) 2009  2008 
Net Sales
        
Lawn & Garden $76,407  $92,367 
Material Handling  58,049   72,697 
Distribution  36,323   44,478 
Automotive & Custom  27,127   46,394 
Intra-segment elimination  (7,806)  (6,590)
       
Sales from continuing operations $190,100  $249,346 
       
Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
                 
  Three Months Ended  Nine Months Ended 
(In thousands) September 30,  September 30, 
Net Sales 2008  2007  2008  2007 
Distribution $48,673  $52,151  $142,388  $149,179 
Material Handling — North America  66,300   66,808   200,589   196,933 
Automotive & Custom  44,662   41,614   138,857   131,293 
Lawn & Garden  60,483   58,866   215,767   224,923 
Intra-segment elimination  (6,163)  (5,518)  (19,689)  (16,315)
             
Sales from continuing operations $213,955  $213,921  $677,910  $686,013 
             
                        
 Three Months Ended Nine Months Ended  Three Months Ended 
 September 30, September 30,  March 31, 
(In thousands) 2009 2008 
Income (Loss) Before Income Taxes 2008 2007 2008 2007  
Lawn and Garden $11,654 $8,062 
Material Handling 6,660 8,620 
Distribution $5,256 $5,702 $14,238 $15,684  2,236 3,334 
Material Handling — North America 6,953 9,234 19,699 31,171 
Automotive and Custom 1,424 1,862 6,537 7,561   (2,958) 1,500 
Lawn and Garden  (1,675)  (4,652) 5,241 5,227 
Corporate  (6,737)  (5,716)  (16,346)  (18,146)  (6,834)  (4,755)
Interest expense-net  (2,729)  (3,945)  (8,508)  (11,932)  (2,446)  (3,000)
              
Income from continuing operations before income taxes $2,492 $2,485 $20,861 $29,565  $8,312 $13,761 
              

1712

Part I — Financial Information
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the ThirdOperations: First Quarter of2009 versus 2008 to the Third Quarter of 2007
(Dollars in millions)
Net Sales:
                 
  Quarter Ended        
  September 30,      % 
Segment 2008  2007  Change  Change 
Lawn & Garden $60.5  $58.9  $1.6   3%
Material Handling — North America  66.3   66.8   (0.5)  (1)
Distribution  48.7   52.2   (3.5)  (7)
Auto & Custom  44.7   41.6   3.1   7 
Intra-segment elimination  (6.2)  (5.5)  (0.6)  (12)
             
TOTAL $214.0  $213.9  $0.1   0%
             
Net sales for the quarter ended September 30, 2008 were $214.0 million, virtually flat compared with the third quarter of 2007. Sales in the third quarter of 2008 were adversely affected by economic weakness in the Company’s markets and the impact of problems in the financial markets. In general, selling price increases, primarily implemented to recover higher raw material costs, have been offset by lower unit volumes.
Net sales in the Lawn and Garden segment for the quarter ended September 30, 2008 increased $1.6 million or 3% compared with the third quarter of 2007. The increased sales reflects higher selling prices to recover raw material price increases. In the Material Handling segment, sales declined $0.5 million in the third quarter of 2008, a decrease of 1% as compared to the same period in 2007. The slight decrease in net sales reflects the benefit of approximately $2.6 million from higher selling prices which was largely offset by volume declines in automotive, industrial and other end markets as customers limited spending due to continuing weak economic conditions and turmoil in the financial markets.
Net sales in the Distribution segment decreased $3.5 million or 7% in the third quarter of 2008 compared to the prior year. The decrease in net sales was primarily due to lower unit volumes for consumable supplies due to reduced sales of passenger and truck tires and the impact of higher fuel prices and a weak economy on miles driven and freight transport. In the Auto and Custom segment, net sales for the third quarter of 2008 increased $3.1 million, or 7% compared to the prior year, as higher selling prices increased net sales approximately $1.3 million and gains in niche custom molding markets offset volume declines in automotive and heavy truck markets.
Cost of Sales & Gross Profit:
         
  Quarter Ended
  September 30,
Cost of Sales and Gross Profit 2008 2007
Cost of sales $165.9  $162.1 
Gross profit $48.1  $51.8 
Gross profit as a percentage of sales  22.5%  24.2%
Gross profit in the third quarter of 2008 was $48.1 million, a decrease of 7% compared with the $51.8 million reported in the prior year. Gross profit margin declined to 22.5% in the quarter ended September 30, 2008 compared with 24.2% in the prior year. The decline in gross profit and margin was due to significantly higher raw material costs, particularly for plastic resins used in the Company’s manufacturing operations, and lower volumes increased the level of unabsorbed manufacturing costs. Prices for high-density polyethylene and polypropylene resins were, on average, more than 30% higher in the third quarter of 2008 compared to the third quarter of 2007.

18

Selling, General and Administrative (“SG&A”) Expenses from Continuing Operations:
             
  Quarter Ended  
  September 30,  
SG&A Expenses 2008 2007 Change
SG&A expenses $42.8  $45.4   (2.6)
SG&A expenses as a percentage of sales  20.0%  21.2%  (1.2)
                 
Segment 2009 2008 Change %Change
   
Lawn & Garden $76.4  $92.4  $(16.0)  (17)%
Material Handling $58.0  $72.7  $(14.6)  (20)%
Distribution $36.3  $44.5  $(8.2)  (18)%
Auto & Custom $27.1  $46.4  $(19.3)  (42)%
Inter-segment elimination $(7.7) $(6.6) $(1.1)  (19)%
   
TOTAL $190.1  $249.3  $(59.2)  (24)%
Selling and administrative expenses for the quarter ended September 30, 2008 were $42.8 million, a decrease of $2.6 million or 6% compared with the prior year. The decrease in operating expenses reflects the ongoing impact of cost control initiatives. Operating expenses in the third quarter of 2008 include unusual charges of approximately $2.6 million, primarily related to consulting and other expenses incurred in connection with the Company’s ongoing strategic initiative to identify potential productivity and profitability improvement in the Lawn and Garden segment. Operating expenses in the third quarter of 2007 included approximately $2.7 million of unusual charges, including: restructuring expenses, costs related to the Company’s proposed merger transaction and foreign currency transaction losses.

19

Part I — Financial Information
Interest Expense from Continuing Operations:
                 
  Quarter Ended      
  September 30,     %
Net Interest Expense 2008 2007 Change Change
Net interest expense $2.7  $3.9  $(1.2)  (31)%
Outstanding borrowings $199.7  $226.9  $(27.2)  (12)%
Average borrowing rate  5.25%  6.88%  (1.6)  (24)%
Net interest expense was $2.7 million for quarter ended September 30, 2008 a decrease of 31% compared to $3.9 million in the prior year. The decrease was the result of a reduction in average borrowing levels and lower interest rates in the current quarter.
Income Before Taxes from Continuing Operations:
                 
  Quarter Ended        
  September 30,      % 
Segment 2008  2007  Change  Change 
Lawn & Garden $(1.7) $(4.7) $3.0   64%
Material Handling — North America  7.0   9.2   (2.2)  (25)
Distribution  5.3   5.7   (0.4)  (8)
Auto & Custom  1.4   1.9   (0.6)  (24)
Corporate and interest  (9.5)  (9.7)  0.2   2 
             
TOTAL $2.5  $2.5   -0-   -0- 
             
Income before taxes from continuing operations was $2.5 million in the third quarter of 2008 and 2007. Key factors affecting 2008 income include lower sales volumes due to softness in the economy and lower gross profit margins. Higher selling prices increased income before taxes in the third quarter of 2008 by approximately $11.6 million, however, this improvement was offset by lower volume which reduced sales by approximately $2.1 million and absorption of manufacturing overhead by $5.8 million. In addition, significantly higher raw material costs in the Company’s manufacturing segments reduced income approximately $7.3 million.
In the Lawn and Garden segment, the Company reported a loss before taxes of $1.7 million in the third quarter of 2008 compared with $4.7 million in the prior year. The improvement in operating results for the current quarter is based on favorable product pricing, sales mix and expense controls which offset the negative impact of higher raw material costs. In addition, the third quarter of 2007 was negatively impacted by $2.7 million of charges for foreign currency transaction losses, restructuring and purchase accounting adjustments. Income before taxes in the Material Handling segment was down 25% from $9.2 million in the third quarter of 2007 to $7.0 million in 2008. The key factors reducing Material Handling profitability for the third quarter of 2008 were lower sales volume and significantly higher raw material costs which offset the impact of approximately $0.9 million in restructuring and other unusual charges in the third quarter of 2007.

20

Part I — Financial Information
Income before taxes in the Distribution segment was $5.3 million for third quarter of 2008, a decrease of 8% as compared to the $5.7 million reported in the third quarter of 2007. Profitability in the third quarter of 2008 was negatively impacted by unfavorable business conditions across the segment’s end markets resulting in lower unit volumes for both service supplies and equipment. Income before taxes in the Auto and Custom segment was $1.4 million in the third quarter of 2008, a decrease of 24% as compared to the $1.9 million reported in the third quarter of 2007. Higher prices for rubber and plastic raw materials and reduced unit volumes were the primary factors reducing profitability for this segment in the third quarter of 2008.
Income Taxes:
         
  Quarter Ended
  September 30,
Consolidated Income Taxes 2008 2007
Income before taxes $2.5  $2.5 
Income taxes $1.2  $1.0 
Effective tax rate  47.1%  39.4%
Income tax expense as a percentage of pretax income increased to 47.1% for the quarter ended September 30, 2008 compared to 39.4% in the prior year. The lower effective tax rate in the prior year was primarily the result of foreign tax rate differences as the Company recorded the benefit of lower enacted tax rates on deferred tax liabilities in Canada. In addition, due to changes in the nature of tax laws in 2008, the Company has recorded an increase in the income tax provision for taxes in several states which previously had been classified in selling and administrative expense.
Comparison of the Nine Months Ended September 30, 2008 to the Nine Months Ended September 30, 2007
Net Sales:
                 
  Nine Months Ended        
  September 30,      % 
Segment 2008  2007  Change  Change 
Lawn & Garden $215.8  $224.9  $(9.2)  (4)%
Material Handling — North America  200.6   196.9   3.7   2 
Distribution  142.4   149.2   (6.8)  (5)
Auto & Custom  138.9   131.3   7.6   6 
Intra-segment elimination  (19.8)  (16.3)  (3.4)  (21)
             
TOTAL $677.9  $686.0  $(8.1)  (1)%
             
Net sales for the nine months ended September 30, 2008 were $677.9 million, a decrease of 1% from the $686.0 million reported               Sales in the first nine monthsquarter of 2007. Sales in 20082009 were adversely affected by the weakness in the general economy, which impacted virtually all segments of the Company’s business and all markets in which the Company sells. The sales decline is primarily due to lower sales volumes which more than offsetand a decrease of $10.0 million from foreign currency translation and the benefit from increased selling prices.unfavorable impact of exchange rates for the Canadian dollar.
Net sales in the Lawn and Garden segment forin the nine months ended September 30, 2008first quarter of 2009 were down $9.2$16.0 million or 4%17% compared to the same period in 2007. The decline in sales in 2008 isfirst quarter of 2008. Approximately $8.7 million of the decrease was due to lower unit volumes as reduced consumer purchasing due toforeign currency translation from the weak economy and lackunfavorable impact of new housing construction suppressed demand in the end marketsexchange rates for these products. Higher selling prices increased Lawn & Garden sales by approximately $14.1 million but could not offsetthe Canadian dollar. Excluding the impact of reduced volume.foreign currency translation, sales in this segment were down $7.3 million. Volume declines of $11.2 million were partially offset by increases of $3.9 million from higher selling prices.
          In the Material Handling segment, sales increased $3.7decreased $14.6 million or 2%20% in the first nine monthsquarter of 2008 as2009 compared to the prior year. The increase reflectssame quarter in 2008. Sales were down 15% due to the impact of price increases which increased sales approximately $6.7 million and offset volume declines in automotive, industrial and other sectors.markets.
Net sales in the Distribution segment decreased $6.8$8.2 million or 5%18% in the first nine monthsquarter of 20082009 compared to the prior year.first quarter of 2008. Sales performance reflectedwere down primarily due to lower unit volumes due to softfrom softer sales of replacement passengertires and truck tires, the impact of higher fuel prices and a weak economy onwhich reduced miles driven. These factors reduced demand for the Company’s tire service and retread consumable supplies. In addition, sales of equipment in the Distribution segment remaincontinued to be weak as tire dealers, auto dealers, fleet and retread markets react toother customers delayingreduced capital purchases.
          In the Auto and Custom segment, net sales forin the nine months ended September 30, 2008 increased $7.6first quarter of 2009 decreased $19.3 million, or 6%42% compared to the prior year, as higher selling prices and gains in niche custom molding markets offsetyear. The decrease is due to significant volume declines in the automotive, and heavy truck, markets.

21

Part I — Financial Informationrecreational vehicle and marine markets in the first quarter of 2009.
Cost of Sales & Gross Profit from Continuing Operations:
        
 Nine Months Ended
 September 30,        
Cost of Sales and Gross Profit 2008 2007 2009 2008
Cost of sales $520.5 $502.6  $134.9 $189.4 
Gross profit $157.4 $183.4  $55.2 $60.0 
Gross profit as a percentage of sales  23.2%  26.7%  29.0%  24.0%
Gross profit margin increased to 29% in the nine monthsquarter ended September 30, 2008 was $157.4 million, a decrease of 14%March 31, 2009 compared with the $183.4 million reported24% in the prior year. Gross profit margin declined to 23.2% for the first nine months of 2008 compared with 26.7% in the prior year. The decline in gross profit and margin wasyear primarily due to significantly higherlower raw material costs particularlyas prices for plastic resins. Prices for high-density polyethylene and polypropylene resins were, on average, more than 30% higherapproximately 40% lower in the first nine monthsquarter of 20082009 compared to the same period in 2007.first quarter of 2008. In addition, lower volumes resulting from weakness in the U.S. economyliquidation of inventories valued at LIFO cost reduced capacity utilization in the Company’s manufacturing businesses and increased unabsorbed manufacturing overhead costs.cost of sales by approximately $1.4 million. The negative impact of higherlower raw material costs and reduced volumes in 2008 more than offset the unfavorable impact of higher manufacturing costs due to a reduction in cost from 2007 which included restructuring expenses to consolidate manufacturing facilitiescapacity utilization and purchase accounting adjustments totaling $6.6 million in the aggregate.increased unabsorbed overhead.
Selling, General and Administrative (SG&A) Expenses from Continuing Operations:
             
  Nine Months Ended  
  September 30,  
SG&A Expenses 2008 2007 Change
SG&A expenses $128.0  $141.9  $(13.8)
SG&A expenses as a percentage of sales  18.9%  20.7%  (1.9)
Selling and administrative expenses for the nine months ended September 30, 2008 were $128.0 million, a decrease of $13.8 million or 10% compared with the prior year. The reduction in SG&A expense in 2008 reflects the impact of lower sales volumes on selling expenses, including freight. SG&A expenses in 2008 contain unusual items of approximately $4.3 million, including approximately $3.0 million for consulting fees and other expenses incurred in connection with the Company’s strategic review of its Lawn & Garden business and $0.9 million related to an executive retirement plan, while expenses in the nine months ended September 30, 2007 included approximately $9.6 million of unusual charges, including: restructuring expenses, costs related to the Company’s proposed merger transaction and foreign currency transaction losses. Excluding the impact of the unusual items, operating expenses in the first nine months of 2008 were approximately 18.2% of sales compared with 19.3% in 2007. The improvement in operating expense leverage in 2008 reflects the benefit of restructuring programs undertaken in 2007 and ongoing cost control programs and productivity initiatives.

2213

Part I — Financial Information
Selling, General and Administrative (“SG&A”) Expenses from Continuing Operations:
             
SG&A Expenses 2009 2008 Change
SG&A expenses $43.2  $43.2  $(0)
SG&A expenses as a percentage of sales  22.7%  17.3%  (5.4)
     Selling and administrative expenses for the quarter ended March 31, 2009 were $43.2 million, which remained consistent with the prior year. Expenses in 2009 include unusual charges of approximately $5.0 million for consulting fees, movement of machinery and equipment and other restructuring costs of our Lawn and Garden businesses. These unusual charges were offset by lower freight and selling expenses from decreased sales volumes.
Impairment Charges from Continuing Operations:
     In the first quarter of 2009, the Company continued the implementation of its restructuring plan in the Lawn and Garden business and announced the closure of its Fostoria, Ohio manufacturing facility in its Auto and Custom business. In connection with this closure, the Company recorded impairment charges of $1.3 million for certain property, plant, and equipment, primarily related to the estimated fair value of its facility in Fostoria, Ohio.
Interest Expense from Continuing Operations:
                
 Nine Months Ended  
 September 30, %                
Net Interest Expense 2008 2007 Change Change 2009 2008 Change % Change
Interest expense $8.5 $11.9 $(3.4)  (29)% $2.4 $3.0  $(0.6)  (19)%
Outstanding borrowings $199.7 $226.9 $(27.2)  (12)% $181.5 $199.6 $(18.1)  (9)%
Average borrowing rate  5.62%  6.30%  (0.68)  (11)%  5.34%  6.27%  (0.93)  (15)%
Net interest expense for quarter ended March 31, 2009 was $8.5$2.4 million, for nine months ended September 30, 2008 a decrease of 29%19% compared to $11.9$3.0 million in the prior year. The reduction in 2008 interest expensedecrease was the result of a reduction inlower average borrowing levels and lower interest rates incompared to the currentsame period last year.
Income Before Taxes from Continuing Operations:
                
 Nine Months Ended   
 September 30, %                 
Segment 2008 2007 Change Change  2009 2008 Change % Change
Lawn & Garden $5.2 $5.2 $-0-  0% $11.7 $8.1 $3.6  45%
Material Handling — North America 19.7 31.2  (11.5)  (37)
Material Handling $6.7 $8.6 $(2.0)  (23)%
Distribution 14.2 15.7  (1.4)  (9) $2.2 $3.3 $(1.1)  (33)%
Auto & Custom 6.6 7.6  (1.0)  (14) $(3.0) $1.5 $(4.5)  (297)%
Corporate and interest  (24.8)  (30.1) 5.2 17  $(9.3) $(7.8) $(1.5)  (20)%
           
TOTAL 20.9 $29.6 $(8.7)  (29.4)% $8.3 $13.8 $(5.5)  (41)%
         
Income before taxes from continuing operationsfor the quarter ended March 31, 2009, was $20.9 millionlower than the same period in the first nine months of 2008, a decrease of 30% compared with the $29.6 million in the first nine months of 2007, primarilyprior year due to results in the Material Handling segment. Key factors reducing 2008 income include lower sales volumes due to softness in the economy and significantly higher raw material costs. In 2008, special charges reduced income before taxes by $4.6 million, primarily for expenses incurred in connection with strategic initiatives in the Company’s Lawn & Garden business, charges related to an executive retirement plan and costs incurred in connection with the proposed merger agreement. In 2007, the impact of restructuring expenses, foreign currency transaction losses, costs incurred in connection with the proposed merger agreement and other unusual items reduced income before taxes by an aggregate $16.2 million.
In the Lawn and Garden segment, income before tax of $5.2 million in the first nine months of 2008 which was flat with the prior year. Reduced sales volumes and significantly higher raw material costs in the current year offset the reduction of approximately $8.7 million in foreign currency transaction losses, purchase accounting and other unusual charges in this segment in 2007. Income before taxes in the Material Handling segment was down 37% from $31.2 million in the first nine months of 2007 to $19.7 million in 2008. The key factors affecting Material Handling profitability in 2008 were lower sales volumes and significantly higherrestructuring and impairment charges totaling $6.4 million. These factors were partially offset by a reduction in certain raw material costs which offset the impact of approximately $3.6 million in restructuring and other unusual charges in the first nine months of 2007.costs.
Income before taxes in the Distribution segment was $14.2 million for first nine months of 2008, a decrease of 9% as compared to the $15.7 million reported in 2007. Lower sales volumes due to soft demand for replacement tires and tire service and the impact of higher fuel prices on miles driven for passenger vehicles and freight transport were key factors affecting profitability in the Distribution segment. Income before taxes in the Auto & Custom segment was $6.6 million in the first nine months of 2008, a decrease of 14% as compared to the $7.6 million reported in 2007. Soft demand in certain markets and higher prices for plastic and rubber raw materials, which more than offset higher selling prices, were the primary factors causing the decline in profitability for this segment in 2008.Taxes from Continuing Operations:
         
Consolidated Income Taxes 2009 2008
Income before taxes $8.3  $13.8 
Income taxes $3.2  $5.1 
Effective tax rate  38.6%  37.2%

2314

Part I — Financial Information
Income Taxes:
         
  Nine Months Ended
  September 30,
Consolidated Income Taxes 2008 2007
Income before taxes $20.9  $29.6 
Income taxes $8.0  $10.8 
Effective tax rate  38.4%  36.6%
Income tax expense as a percentage of pretax income increased to 38.4%38.6% for the nine monthsquarter ended September 30, 2008March 31, 2009 compared to 36.6%37.2% in the prior year. The lower effective tax rate in 2007 was primarily the result of foreign tax rate differences as the Company recorded the benefit of lower enacted tax rates on deferred tax liabilities in Canada. In addition, dueincrease is attributable to changes in the naturemix of domestic and foreign composition of income and the related foreign tax laws in 2008, the Company has recorded an increase in income tax provision for taxes in several states which had previously been classified is selling and administrative expenses.rate differences.
Liquidity and Capital Resources
Cash providedused by operating activities offrom continuing operations was $15.5 and $67.2$2.4 million for the nine monthsquarter ended September 30, 2008 and 2007, respectively.March 31, 2009 compared to $9.3 million in the first quarter of 2008. The decrease of $51.7 millionin cash used for operations was primarily dueattributable to a $9.1 million reduction in cash used for working capital which totaled $32.2more than offset a decline of $2.2 million for the nine months ended September 30, 2008, compared within cash provided bygenerated from income, excluding depreciation and other non-cash charges.
     The change in cash flow used for working capital was the result of $20.4a reduction of inventory that generated $6.6 million for the same period in 2007. Income from continuing operations for the nine months ended September 30, 2008 was $12.8 million, a decrease of $6.0 million compared with $18.8 million incomemore cash in the first nine monthsquarter of 2007. The2009 compared to 2008 and the Company using $5.0 million less cash impact of this declinefor accounts payable and other current liabilities in income from continuing operations wasthe current year. These benefits to cash flow were partially offset by an increase of $6.8$1.1 million used for accounts receivable, primarily related to seasonal business in depreciation, amortizationthe Company’s Lawn and other non cashGarden segment and an increase of $1.4 million for prepaid expenses which totaled $34.8 million in the first nine months of 2008 compared with $28.0 million in the prior year. During 2008, cash used for working capital has been significantly impacted by payments related to the terminated merger agreement with GS Capital Partners. In 2008, changes in accounts payable and accrued expenses used working capital of $40.1 million primarily for payment of income taxes and other expenses of $5.8 million related to the $35 million termination fee received from GS Capital Partners in the fourth quarter of 2007.2009.
In addition, during the nine months ended September 30, 2008, cash from operating activities increased $1.7 million as a result of net proceeds received in connection with the settlement of certain contingencies related to the Company’s discontinued operations.
Capital expenditures were approximately $15.4$1.4 million in the nine monthsquarter ended September 30, 2008March 31, 2009 and are expected to be in the range of $20$15 to $25$20 million for the year. In addition, cash proceeds for the sale of certain property, plant and equipment was $1.6 million and the Company has made deposits on machinery and equipment totaling $13.4used cash to pay dividends of $2.1 million in 2008.the first quarter of 2009.
Total debt at September 30, 2008March 31, 2009 was approximately $199.7$181.5 million compared with $170.9$169.5 million at December 31, 2007.2008. The Company’s Credit Agreement provides available borrowing up to $250 million and, as of September 30, 2008,March 31, 2009, the Company had approximately $158.5$174 million available under this agreement. The Credit Agreement expires in October 2011 and, as of September 30, 2008,March 31, 2009 the Company was in compliance with all its debt covenants. The significant financial covenants include an interest coverage ratio and a leverage ratio, defined as earnings before interest, taxes, depreciation, and amortization, as adjusted, compared to total debt, and an interest coverage ratio.debt. The coverage ratios as of September 30, 2008and for the period ended December March 31, 2009 are shown in the following table:
    
 Required Level Actual Level
Interest Coverage Ratio2.5 to 1 (minimum)3.8
Leverage Ratio3.5 to 1 (maximum) 2.7
Interest Coverage Ratio2.5 (minimum)2.4 3.3
Also, the Company paid dividends of $16.1 million in 2008, including a special dividend of $9.9 million related to the terminated merger agreement with GS Capital Partners.
The Company 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.service into the foreseeable future.

24

Item 3.Quantitative and Qualitative Disclosure About Market Risk
The Company has certain financing arrangements that require interest payments based on floating interest rates. As such, theThe 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 ratecurrent debt levels at September 30, 2008,March 31, 2009, if market interest rates increase one percent, the Company’s interest expense would increase approximately $1.0$0.8 million annually.

25

Part I — Financial Information
Some of the 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 exposure toThe Company has operations in Canada with foreign currency fluctuations has increased,exposure, primarily due to sales made from businesses in Canada to customers in the United States dominatedStates. These sales are denominated in U.S.US dollars. In addition, the Company’s subsidiary in Brazil has loans denominated in U.S. dollars. In the fourth quarter of 2007, the Company began a systematic program to limit its exposure to fluctuations in exchange rates related to certain assets and liabilities of its operations in Canada and Brazil that are denominated in U.S. dollars. The net hedged exposure generally ranges from $5 to $10 million. The Foreignforeign currency contracts and arrangements created under this program are not designated as hedged items under SFAS No. 133,“Accounting “Accounting for Derivative Instruments and Hedging Activities”, and accordingly, the changes in the fair value of the foreign currency arrangements, which have been immaterial, are recorded in the income statement. The Company’s foreign currency arrangements are generally three months or less and, as of September 30, 2008,March 31, 2009, the Company had no foreign currency arrangements or contracts in place.

15

Part I — Financial Information
The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. As such, theThe cost of operations is subject to fluctuationcan be affected as the market for these commodities changes. The Company monitors this risk but currently has no derivative contracts to hedge this risk, however, the Company also has no significant purchase obligations to purchase fixed quantities of such commodities in future periods.
In 2008, the cost of most plastic resins used in the Company’s business have increased more than 30 percent. Continuing increases in the cost of plastic resin or future adverse changes in the general economic environment could have a material adverse impact on the Company’s financial position or results of operations.

26

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 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 rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. 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 management, including the Company’s Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective 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 internal controls over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

27

Part II — Other Information
Item 1. Legal Proceedings
A number of parties, including the Company and its subsidiary, Buckhorn, Inc., were identified in a planning document adopted in October 2008 by the California Regional Water Quality Control Board, San Francisco Bay Region (RWQCB). The planning document relates to the presence of mercury, including amounts contained in mining wastes, in and around the Guadalupe River Watershed (Watershed) region in Santa Clara County, California. Buckhorn has been alleged to be a successor in interest to an entity that performed mining operations in a portion of the Watershed area. The Company has not been contacted by the RWQCB with respect to Watershed clean-up efforts that may result from the adoption of this planning document. The extent of the mining wastes that may be the subject of future cleanup has yet to be determined, and the actions of the RWQCB have not yet advanced to the stage where a reasonable estimate of remediation cost, if any is available. Although assertion of a claim by the RWQCB is reasonably possible, it is not possible at this time to estimate the amount of any obligation the Company may incur for these cleanup efforts within the Watershed region, or whether such cost would be material to the Company’s financial statements.
Item 6. Exhibits
     (a) Exhibits
           See Exhibit Index

2816

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 10, 2008 By:  /s/ Donald A. Merril  
  Donald A. Merril  
Date: May 1, 2009By:/s/ Donald A. Merril
Donald A. Merril
  Vice President and Chief Financial Officer
(Duly (Duly Authorized Officer
and Principal Financial
and Accounting Officer)

  
 

Exhibit Index
 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 toForm 8-K filed with the Commission on January 16, 2007.**
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 toForm 8-K filed with the Commission on January 16, 2007.**
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 toForm 8-K filed with the Commission on February 6, 2007.**
 
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 toForm 8-K filed with the Commission on April 26, 2007.**
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 toForm 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 toForm 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) toForm 10-K filed with the Commission on March 16, 2005.
3(b) Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit (3)(b) toForm 10-K filed with the Commission on March 26, 2003.
10(a) Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 10(a) toForm 10-K filed with the Commission on March 30, 2001.
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 Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 10(d) toForm 10-K filed with the Commission on March 19, 2004.
10(d) Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) toForm 10-Q filed with the Commission on August 9, 2006.*
10(e) 2008 Incentive Stock Plan of Myers Industries, Inc. Reference is made to Exhibit 4.3 toForm S-8 filed with the Commission on March 17, 2009.*
10(e)10(f) Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit (10)(g) toForm 10-K filed with the Commission on March 26, 2003.*
10(f)10(g) Amended and Restated Employment Agreement between Myers Industries, Inc. and John C. Orr effective June 1, 2008. Reference is made to Exhibit 10.1 toForm 8-K filed with the Commission on June 24, 2008.*
10(h) First Amendment to Amended and Restated Employment Agreement between Myers Industries, Inc. and John C. Orr entered into as of April 21, 2009. Reference is made to Exhibit 10.1 toForm 8-K filed with the Commission on April 22, 2009.*
10(g)10(i) Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and John C. Orr dated July 18, 2000. Reference is made to Exhibit 10(j) toForm 10-Q filed with the Commission on May 6, 2003.*

10(h)10(j) Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (John C. Orr) effective June 1, 2008. Reference is made to Exhibit 10.2 toForm 8-K filed with the Commission on June 24, 2008.*
10(i)10(k) Employment Agreement between Myers Industries, Inc. and Donald A. Merril dated January 24, 2006. Reference is made to Exhibit 10(k) toForm 10-K filed with the Commission on March 16, 2006.*

   
10(j)EXHIBIT INDEX
10(l) Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (Donald A. Merril) dated January 24, 2006. Reference is made to Exhibit 10(l) toForm 10-K filed with the Commission on March 16, 2006.*
10(k)10(m) 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) toForm 10-K filed with the Commission on March 16, 2006.*
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(m) Retirement and Separation Agreement between Myers Industries, Inc. and Stephen E. Myers effective May 1, 2005. Reference is made to Exhibit 10(k) toForm 10-Q filed with the Commission on August 10, 2005.*
10(n)10(o) Form of Stock Option Grant Agreement. Reference is made to Exhibit 10(r) toForm 10-K filed with the Commission on March 16, 2005.*
10(o)10(p) 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 toForm 8-K filed with the Commission on October 31, 2006.
10(p)10(q) 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) toForm 10-K filed with the Commission on March 15, 2004.
10(q)10(r) Myers Industries, Inc. Non-Employee Board of Directors Compensation Arrangement. Reference is made to Exhibit 10(w) toForm 10-K filed with the Commission on March 16, 2006.*
14(a) Myers Industries, Inc. Code of Business Conduct and Ethics. Reference is made to Exhibit 14(a) toForm 10-K filed with the Commission on March 16, 2005.
14(b) Myers Industries, Inc. Code of Ethical Conduct for the Finance Officers and Finance Department Personnel. Reference is made to Exhibit 14(b) toForm 10-K filed with the Commission on March 16, 2005.
21 List of Direct and Indirect Subsidiaries, and Operating Divisions, of Myers Industries, Inc.
23 Consent of Independent Registered Public 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 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 2002.
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) ofRegulation 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.