Correspondence 0000950170-23-023231 from MYERS INDUSTRIES INC (MYE) (CIK 0000069488) (MYE)
MYERS INDUSTRIES INC (MYE) (CIK 0000069488)
Date: May 19, 2023 · CIK: 0000069488 · Accession: 0000950170-23-023231
AI Filing Summary & Sentiment
File numbers found in text: 001-08524
Referenced dates: May 17, 2023, May 4, 2023
Letter
Via EDGAR Attention: Tracey Houser Division of Corporation Finance Filed March 3, 2023 Form 8-K Filed May 4, 2023 Response Letter Dated May 4, 2023 File No. 001-08524
Re: Myers Industries, Inc.
Dear Ms. Houser,
Set forth below is the response from Myers Industries, Inc. (the “Company”) to an additional comment from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), dated May 17, 2023 (the “Comment Letter”), in connection with the Staff's review of our prior correspondence filed with the Commission on May 4, 2023, concerning the Staff's review of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Form 8-K filed May 4, 2023.
For convenience of the Staff’s review, we have set forth below in bold type the additional comment of the Staff in the Comment Letter, with the Company’s response thereto immediately following the Staff's comment.
Form 8-K filed May 4, 2023
Exhibit 99.1
1.We note your presentation of Adjusted EBITDA margin at the consolidated level without also presenting the most directly comparable US GAAP measure, or net income margin. As previously requested in comment 1, please expand your presentation of your non-GAAP measures to include a presentation, with equal or greater prominence, of the most directly comparable US GAAP measure as required by Item 10(e)(1)(i)(a) of Regulation S-K. Refer to the second and third bullets of Question 102.10(a) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures for additional guidance.
Response: We acknowledge the Staff’s comment. In future filings, we will expand our disclosure to present net income margin with equal or greater prominence to consolidated Adjusted EBITDA margin. Below is an excerpt from Exhibit 99.1 of our Form 8-K filed on May 4, 2023 supplemented with the highlighted expanded disclosure to illustrate how we plan to address the Staff's comment in future filings.
Quarter Ended March 31, 2023
Material Handling
Distribution
Segment Total
Corporate & Other
Total
Net sales
$
152,562
$
63,185
$
215,747
$
(8
)
$
215,739
Net income
12,976
Net income margin
6.0
%
Gross profit
71,065
Add: Restructuring expenses and other adjustments
Adjusted gross profit
71,167
Gross margin as adjusted
33.0
%
Operating income (loss)
25,351
2,237
27,588
(8,631
)
18,957
Operating income margin
16.6
%
3.5
%
12.8
%
n/a
8.8
%
Add: Acquisition and integration costs
—
Add: Restructuring expenses and other adjustments
Add: Environmental reserves, net(2)
—
—
—
Adjusted operating income (loss)(1)
25,772
2,525
28,297
(7,995
)
20,302
Adjusted operating income margin
16.9
%
4.0
%
13.1
%
n/a
9.4
%
Add: Depreciation and amortization
4,599
5,472
5,618
Adjusted EBITDA
$
30,371
$
3,398
$
33,769
$
(7,849
)
$
25,920
Adjusted EBITDA margin
19.9
%
5.4
%
15.7
%
n/a
12.0
%
(1) Includes gross profit adjustments of $102 and SG&A adjustments of $1,243
(2) Includes environmental charges of $1,600 net of probable insurance recoveries of $1,100
Quarter Ended March 31, 2022
Material Handling
Distribution
Segment Total
Corporate & Other
Total
Net sales
$
176,636
$
48,861
$
225,497
$
(11
)
$
225,486
Net income
17,337
Net income margin
7.7
%
Gross profit
71,928
Add: Restructuring expenses and other adjustments
Adjusted gross profit
72,318
Gross margin as adjusted
32.1
%
Operating income (loss)
31,220
3,301
34,521
(10,116
)
24,405
Operating income margin
17.7
%
6.8
%
15.3
%
n/a
10.8
%
Add: Acquisition and integration costs
—
—
—
Add: Restructuring expenses and other adjustments
—
—
Add: Loss on sale of assets
—
—
Add: Environmental charges
—
—
—
Adjusted operating income (loss)(1)
31,871
3,301
35,172
(9,341
)
25,831
Adjusted operating income margin
18.0
%
6.8
%
15.6
%
n/a
11.5
%
Add: Depreciation and amortization
4,516
5,074
5,200
Adjusted EBITDA
$
36,387
$
3,859
$
40,246
$
(9,215
)
$
31,031
Adjusted EBITDA margin
20.6
%
7.9
%
17.8
%
n/a
13.8
%
(1) Includes gross profit adjustments of $390 and SG&A adjustments of $1,036
If you have any questions with respect to the foregoing or require further information, please contact the undersigned at (330) 761-6130.
Sincerely,
/s/ Grant E. Fitz
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CORRESP
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filename1.htm
CORRESP
May 19, 2023
Via EDGAR
Attention: Tracey Houser
U.S. Securities & Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Myers Industries, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 3, 2023
Form 8-K Filed May 4, 2023
Response Letter Dated May 4, 2023
File No. 001-08524
Dear Ms. Houser,
Set forth below is the response from Myers Industries, Inc. (the “Company”) to an additional comment from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), dated May 17, 2023 (the “Comment Letter”), in connection with the Staff's review of our prior correspondence filed with the Commission on May 4, 2023, concerning the Staff's review of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Form 8-K filed May 4, 2023.
For convenience of the Staff’s review, we have set forth below in bold type the additional comment of the Staff in the Comment Letter, with the Company’s response thereto immediately following the Staff's comment.
Form 8-K filed May 4, 2023
Exhibit 99.1
1.We note your presentation of Adjusted EBITDA margin at the consolidated level without also presenting the most directly comparable US GAAP measure, or net income margin. As previously requested in comment 1, please expand your presentation of your non-GAAP measures to include a presentation, with equal or greater prominence, of the most directly comparable US GAAP measure as required by Item 10(e)(1)(i)(a) of Regulation S-K. Refer to the second and third bullets of Question 102.10(a) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures for additional guidance.
Response: We acknowledge the Staff’s comment. In future filings, we will expand our disclosure to present net income margin with equal or greater prominence to consolidated Adjusted EBITDA margin. Below is an excerpt from Exhibit 99.1 of our Form 8-K filed on May 4, 2023 supplemented with the highlighted expanded disclosure to illustrate how we plan to address the Staff's comment in future filings.
Quarter Ended March 31, 2023
Material Handling
Distribution
Segment Total
Corporate & Other
Total
Net sales
$
152,562
$
63,185
$
215,747
$
(8
)
$
215,739
Net income
12,976
Net income margin
6.0
%
Gross profit
71,065
Add: Restructuring expenses and other adjustments
102
Adjusted gross profit
71,167
Gross margin as adjusted
33.0
%
Operating income (loss)
25,351
2,237
27,588
(8,631
)
18,957
Operating income margin
16.6
%
3.5
%
12.8
%
n/a
8.8
%
Add: Acquisition and integration costs
—
109
109
126
235
Add: Restructuring expenses and other adjustments
421
179
600
10
610
Add: Environmental reserves, net(2)
—
—
—
500
500
Adjusted operating income (loss)(1)
25,772
2,525
28,297
(7,995
)
20,302
Adjusted operating income margin
16.9
%
4.0
%
13.1
%
n/a
9.4
%
Add: Depreciation and amortization
4,599
873
5,472
146
5,618
Adjusted EBITDA
$
30,371
$
3,398
$
33,769
$
(7,849
)
$
25,920
Adjusted EBITDA margin
19.9
%
5.4
%
15.7
%
n/a
12.0
%
(1) Includes gross profit adjustments of $102 and SG&A adjustments of $1,243
(2) Includes environmental charges of $1,600 net of probable insurance recoveries of $1,100
Quarter Ended March 31, 2022
Material Handling
Distribution
Segment Total
Corporate & Other
Total
Net sales
$
176,636
$
48,861
$
225,497
$
(11
)
$
225,486
Net income
17,337
Net income margin
7.7
%
Gross profit
71,928
Add: Restructuring expenses and other adjustments
390
Adjusted gross profit
72,318
Gross margin as adjusted
32.1
%
Operating income (loss)
31,220
3,301
34,521
(10,116
)
24,405
Operating income margin
17.7
%
6.8
%
15.3
%
n/a
10.8
%
Add: Acquisition and integration costs
—
—
—
75
75
Add: Restructuring expenses and other adjustments
390
—
390
—
390
Add: Loss on sale of assets
261
—
261
—
261
Add: Environmental charges
—
—
—
700
700
Adjusted operating income (loss)(1)
31,871
3,301
35,172
(9,341
)
25,831
Adjusted operating income margin
18.0
%
6.8
%
15.6
%
n/a
11.5
%
Add: Depreciation and amortization
4,516
558
5,074
126
5,200
Adjusted EBITDA
$
36,387
$
3,859
$
40,246
$
(9,215
)
$
31,031
Adjusted EBITDA margin
20.6
%
7.9
%
17.8
%
n/a
13.8
%
(1) Includes gross profit adjustments of $390 and SG&A adjustments of $1,036
If you have any questions with respect to the foregoing or require further information, please contact the undersigned at (330) 761-6130.
Sincerely,
/s/ Grant E. Fitz
Grant E. Fitz
Executive Vice President and Chief Financial Officer