What the changes say
- Myers is pursuing a sale of its domestic and Central American Myers Tire Supply businesses, with transaction uncertainty and transition-service costs.
- Tariff uncertainty intensified as the United States proposed and imposed extensive tariffs and increased tariffs on products from many countries.
- International sales increased to approximately 7% of 2025 net sales, while operations are now described as concentrated in Canada and Europe.
- Goodwill and intangible assets are both now subject to impairment testing risks.
What changed since the prior 10-K
New
- NewRisks Relating to the Execution of Our Strategy
Completion of strategic review to sell the Myers Tire Supply business may not result in a successfully completed transaction
The Myers Tire Supply sale may fail, cost substantial resources, disrupt operations, or leave unwanted assets and liabilities for Myers.
- NewRisks Relating to the Execution of Our Strategy
Transition services obligations in connection with proposed divestitures may result in increased costs, resource strain, and delayed overhead reduction
Transition services for divested businesses could extend systems and staffing commitments, strain resources, and delay expected overhead reductions.
Dropped
- DroppedRisks Relating to Our Business and Operations
reduction programs sufficiently to help offset the impact of these increased raw material costs. As a result, higher raw material costs could result in declining margins and operating results
Reworded
- 63% rewrittenRisks Relating to Our Business and Operations
Significant increase in the cost of raw materials or disruption in the availability of raw materials could adversely affect our financial performance
The heading now expressly adds disruption in raw-material availability, while the underlying discussion remains unchanged.
- 41% rewrittenRisks Relating to Our Business and Operations
Impairment in the carrying value of goodwill and/or intangible assets could have a material adverse effect on our results of operations and financial position
The risk now covers intangible assets as well as goodwill and describes undiscounted cash-flow testing at the asset-group level.
Was: Impairment in the carrying value of goodwill could have a material adverse effect on our results of operations and financial position
- 38% rewrittenRisks Relating to Our Business and Operations
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our results of operations
The discussion now emphasizes extensive and increased U.S. tariffs, including proposed measures, and says tariff uncertainty remains fluid.
- 38% rewrittenRisks Relating to Economic Conditions and Currency Exchange Rates
We derive a portion of our revenues from direct and indirect sales outside the United States and are subject to the risks of doing business in foreign countries
International operations are described as being in Canada and Europe rather than Canada, Central America, and the United Kingdom; international sales rose from 6% to 7%.
- 25% rewrittenRisks Relating to Our Debt and Capital Structure
Equity Ownership Concentration
The Gamco Group’s stated ownership decreased from 14.5% to 14.4%, while shares outstanding increased from 37,262,566 to 37,381,741.
- 21% rewrittenRisks Related to Legal, Compliance and Regulatory Matters
Instability in geographies impacted by political events, trade disputes, war, terrorism and other business interruptions could have a material adverse effect on our business, customers, global commodity markets, consumer spending, and financial results
The discussion replaces specific references to Ukraine and Israel’s border with broader instability in geographies affected by political events, trade disputes, and war.
All 30 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business and Operations
- 01Significant increase in the cost of raw materials or disruption in the availability of raw materials could adversely affect our financial performance63% rewritten
- 02We operate in a very competitive business environment, which could affect our financial condition and results of operations
- 03Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our results of operations38% rewritten
- 04Our operations depend on our ability to maintain continuous, uninterrupted production at our manufacturing facilities, which are subject to physical and other risks that could disrupt production
- 05Our future performance depends in part on our ability to develop and market new products if there are changes in technology, regulatory requirements or competitive processes
- 06We may not be successful in protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others
- 07Our business operations could be adversely affected if we lose key employees or members of our senior management team
- 08Impairment in the carrying value of goodwill and/or intangible assets could have a material adverse effect on our results of operations and financial position41% rewritten
- 09Our common stock has experienced, and may continue to experience, price volatility
Risks Relating to the Execution of Our Strategy
- 10Our strategic growth initiatives have inherent risks and may not achieve anticipated benefits
- 11Potential divestitures of businesses with non-strategic products or markets
- 12We may not realize the improved operating results that we anticipate from past acquisitions or from acquisitions we may make in the future, and we may experience difficulties in integrating the acquired businesses or may inherit significant liabilities related to such businesses
- 13Completion of strategic review to sell the Myers Tire Supply business may not result in a successfully completed transactionNew
- 14Transition services obligations in connection with proposed divestitures may result in increased costs, resource strain, and delayed overhead reductionNew
Risks Relating to Economic Conditions and Currency Exchange Rates
- 15Our results of operations and financial condition could be adversely affected by a downturn or inflationary conditions in the United States economy or global markets
- 16We derive a portion of our revenues from direct and indirect sales outside the United States and are subject to the risks of doing business in foreign countries38% rewritten
- 17In certain countries, higher rates of inflation than in the United States
Risks Relating to Our Debt and Capital Structure
- 18If we are unable to maintain access to credit financing, our business may be adversely affected
- 19Our variable rate indebtedness increases our interest rate risk
- 20We may incur losses and additional costs as a result of our hedging transactions
- 21Equity Ownership Concentration25% rewritten
Risks Related to Data Privacy and Information Security
- 22Our information technology systems may experience an interruption or a breach in security
- 23Changes in privacy laws, regulations and standards may negatively impact our business
Risks Related to Legal, Compliance and Regulatory Matters
- 24Future claims, litigation and regulatory actions could adversely affect our financial condition and our ability to conduct our business
- 25Current and future environmental and other governmental laws and requirements could adversely affect our financial condition and our ability to conduct our business
- 26Environmental regulations specific to plastic products and containers could adversely affect our ability to conduct our business
- 27Our insurance coverage may be inadequate to protect against potential hazardous incidents to our business
- 28Changes in laws and regulations may have an adverse impact on our operations
- 29Unforeseen events, including natural disasters, unusual or severe weather events and patterns, public health crises, geopolitical crises, and other catastrophic events may negatively impact our economic condition
- 30Instability in geographies impacted by political events, trade disputes, war, terrorism and other business interruptions could have a material adverse effect on our business, customers, global commodity markets, consumer spending, and financial results21% rewritten
Other Myers Industries 10-Ks
- FY2024 10-K risk factors29 risks
Plastic resin, steel, and rubber cost volatility and supplier disruptions threaten manufacturing margins.
Filed Mar 06, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.