Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ .

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☑ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

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

The number of shares outstanding of ~~each of~~ the issuer’s ~~classes of~~ common stock, without par value, as of ~~the latest practicable date.~~April 30, 2020 was 35,767,949 shares.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Quarter Ended March 31,
	2017			2016			2017			2016			2020			2019
Net sales	$	144,075		$	132,676		$	428,081		$	427,998		$	122,250		$	139,115
Cost of sales		103,336			96,758			306,056			299,373			79,767			93,556
Gross profit		40,739			35,918			122,025			128,625			42,483			45,559
Selling, general and administrative expenses		36,391			32,617			105,560			103,087			31,116			34,468
(Gain) loss on disposal of fixed assets		(2,763	)		315			(4,128	)		383
Gain on disposal of fixed assets														(7	)		(43	)
Impairment charges		—			—			544			9,874			—			916
Gain on sale of notes receivable														(11,924	)		—
Operating income		7,111			2,986			20,049			15,281			23,298			10,218
Interest expense, net		1,785			2,015			5,545			6,087			1,069			1,049
Income from continuing operations before income taxes		5,326			971			14,504			9,194			22,229			9,169
Income tax expense		2,050			547			6,088			6,422			5,503			2,526
Income from continuing operations		3,276			424			8,416			2,772			16,726			6,643
Income (loss) from discontinued operations, net of income tax		(19	)		(10	)		(52	)		(257	)
Income from discontinued operations, net of income tax														—			127
Net income	$	3,257		$	414		$	8,364		$	2,515		$	16,726		$	6,770
Income per common share from continuing operations:
Basic	$	0.11		$	0.01		$	0.28		$	0.09		$	0.47		$	0.19
Diluted	$	0.11		$	0.01		$	0.28		$	0.09		$	0.47		$	0.19
Income (loss) per common share from discontinued operations:
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	—		$	—
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	—		$	—
Net income per share:
Net income per common share:
Basic	$	0.11		$	0.01		$	0.28		$	0.08		$	0.47		$	0.19
Diluted	$	0.11		$	0.01		$	0.28		$	0.08		$	0.47		$	0.19
Dividends declared per share	$	0.14		$	0.14		$	0.41		$	0.41

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,				For the Quarter Ended March 31,
	2017		2016			2017		2016		2020			2019
Net income	$	3,257	$	414		$	8,364	$	2,515	$	16,726		$	6,770
Other comprehensive income (loss)
Other comprehensive income (loss):
Foreign currency translation adjustment		2,380		(823	)		3,491		6,009		(2,755	)		777
Total other comprehensive income (loss)		2,380		(823	)		3,491		6,009		(2,755	)		777
Comprehensive income (loss)	$	5,637	$	(409	)	$	11,855	$	8,524
Comprehensive income										$	13,971		$	7,547

September 30,

December 31,

2017

2016

Assets

Current Assets

Cash

$
4,511

$
7,888

Restricted cash

8,650

8,635

Accounts receivable, less allowances of $1,375 and $1,563, respectively

88,278

73,818

Inventories

Finished and in-process products

31,254

31,826

Raw materials and supplies

17,718

14,197

48,972

46,023

Prepaid expenses and other current assets

2,881

4,787

Total Current Assets

153,292

141,151

Other Assets

Goodwill

60,048

59,219

Intangible assets, net

42,377

47,994

Deferred income taxes

253

216

Notes receivable

18,632

18,275

Other

6,871

3,347

128,181

129,051

Property, Plant and Equipment, at Cost

Land

7,973

8,916

Buildings and leasehold improvements

59,925

65,566

Machinery and equipment

285,189

319,606

353,087

394,088

Less allowances for depreciation and amortization

(261,153
)

(282,606
)
Property, plant and equipment, net

91,934

111,482

Total Assets

$
373,407

$
381,684

	March 31,			December 31,
	2020			2019
Assets
Current Assets
Cash	$	73,214		$	75,527
Accounts receivable, less allowances of $2,070 and $1,945, respectively		65,255			62,279
Income tax receivable		—			142
Inventories, net		49,127			44,260
Prepaid expenses and other current assets		3,036			2,834
Total Current Assets		190,632			185,042
Property, plant, and equipment, net		54,038			54,964
Right of use asset - operating leases		5,355			5,901
Goodwill		65,810			66,774
Intangible assets, net		28,497			30,754
Deferred income taxes		716			5,807
Other		3,819			3,897
Total Assets	$	348,867		$	353,139

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	49,456		$	46,867
Accrued employee compensation		9,268			12,488
Income taxes payable		743			—
Accrued taxes payable, other than income taxes		1,174			1,104
Accrued interest		811			1,785
Other current liabilities		16,563			18,324
Operating lease liability - short-term		1,803			2,057
Long-term debt - current portion		39,937			—
Total Current Liabilities		119,755			82,625
Long-term debt		37,338			77,176
Operating lease liability - long-term		3,778			4,074
Other liabilities		11,773			22,582
Shareholders’ Equity
Serial Preferred Shares (authorized 1,000,000 shares; none issued and outstanding)		—			—
Common Shares, without par value (authorized 60,000,000 shares; outstanding 35,755,972 and 35,710,934; net of treasury shares of 6,796,485 and 6,841,523, respectively)		21,828			21,785
Additional paid-in capital		296,736			296,363
Accumulated other comprehensive loss		(19,104	)		(16,349	)
Retained deficit		(123,237	)		(135,117	)
Total Shareholders’ Equity		176,223			166,682
Total Liabilities and Shareholders’ Equity	$	348,867		$	353,139

September 30,

December 31,

2017

2016

Liabilities and Shareholders’ Equity

Current Liabilities

Accounts payable

$
61,990

$
48,988

Accrued expenses

Employee compensation

17,921

11,861

Taxes, other than income taxes

2,185

2,178

Accrued interest

1,731

3,202

Other current liabilities

14,493

13,083

Total Current Liabilities

98,320

79,312

Long-term debt

158,010

189,522

Other liabilities

7,616

9,235

Deferred income taxes

11,729

10,582

Shareholders’ Equity

Serial Preferred Shares (authorized 1,000,000 shares; none issued and outstanding)

—

—

Common Shares, without par value (authorized 60,000,000 shares;
outstanding 30,301,721 and 30,019,561; net of treasury shares
of 7,650,736 and 7,932,896, respectively)

18,418

18,234

Additional paid-in capital

207,118

202,033

Accumulated other comprehensive loss

(30,683
)

(34,174
)
Retained deficit

(97,121
)

(93,060
)
Total Shareholders’ Equity

97,732

93,033

Total Liabilities and Shareholders’ Equity

$
373,407

$
381,684

Condensed Consolidated ~~Statement~~Statements of Shareholders’ Equity (Unaudited)

Common Shares

Additional
Paid-In Capital

Accumulated
Other
Comprehensive Income (Loss)

Retained
Deficit

Total
Shareholders' Equity

Balance at January 1, 2017

$
18,234

$
202,033

$
(34,174
)

$
(93,060
)

$
93,033

Net income

—

—

—

8,364

8,364

Foreign currency translation adjustment

—

—

3,491

—

3,491

Shares issued under incentive plans, net of shares withheld for tax

184

2,067

—

—

2,251

Stock compensation expense

—

3,018

—

—

3,018

Declared dividends - $0.41 per share

—

—

—

(12,425
)

(12,425
)
Balance at September 30, 2017

$
18,418

$
207,118

$
(30,683
)

$
(97,121
)

$
97,732

	Quarter Ended March 31, 2020
	Common Shares		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at January 1, 2020	$	21,785	$	296,363		$	(16,349	)	$	(135,117	)	$	166,682
Net income		—		—			—			16,726			16,726
Foreign currency translation adjustment		—		—			(2,755	)		—			(2,755	)
Shares issued under incentive plans, net of shares withheld for tax		43		(280	)		—			—			(237	)
Stock compensation expense		—		653			—			—			653
Declared dividends - $0.135 per share		—		—			—			(4,846	)		(4,846	)
Balance at March 31, 2020	$	21,828	$	296,736		$	(19,104	)	$	(123,237	)	$	176,223

	Quarter Ended March 31, 2019
	Common Shares		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at January 1, 2019	$	21,547	$	292,558		$	(18,280	)	$	(141,187	)	$	154,638
Net income		—		—			—			6,770			6,770
Adoption of ASU 2016-02		—		—			—			905			905
Foreign currency translation adjustment		—		—			777			—			777
Shares issued under incentive plans, net of shares withheld for tax		80		(908	)		—			—			(828	)
Stock compensation expense		—		958			—			—			958
Declared dividends - $0.135 per share		—		—			—			(4,794	)		(4,794	)
Balance at March 31, 2019	$	21,627	$	292,608		$	(17,503	)	$	(138,306	)	$	158,426

	For the Nine Months Ended September 30,						For the Quarter Ended March 31,
	2017			2016			2020			2019
Cash Flows From Operating Activities
Net income	$	8,364		$	2,515
Net income (loss)							$	16,726		$	6,770
Income (loss) from discontinued operations, net of income taxes		(52	)		(257	)		—			127
Income from continuing operations		8,416			2,772
Adjustments to reconcile income from continuing operations to net cash provided by (used for) operating activities
Income (loss) from continuing operations								16,726			6,643
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities
Depreciation		16,758			18,465			3,553			4,012
Amortization		6,764			7,428			2,271			2,026
Accelerated depreciation associated with restructuring activities		2,018			—
Non-cash stock-based compensation expense		2,873			2,804			653			958
(Gain) loss on disposal of fixed assets		(4,128	)		383
Deferred taxes		101			(1,985	)
Accrued interest income on note receivable		(983	)		(948	)
Gain on disposal of fixed assets								(7	)		(43	)
Gain on sale of notes receivable								(11,924	)		—
Impairment charges		544			9,874			—			916
Other		29			(338	)		241			100
Payments on performance based compensation		(1,010	)		(1,794	)
Payments on long-term performance based compensation								—			(413	)
Other long-term liabilities		(140	)		(431	)		(104	)		379
Cash flows provided by (used for) working capital
Accounts receivable		(12,754	)		1,057			(3,524	)		1,200
Inventories		(2,490	)		7,349			(5,209	)		1,207
Prepaid expenses and other current assets		1,696			484			(218	)		733
Accounts payable and accrued expenses		18,416			(26,520	)		2,569			(12,417	)
Net cash provided by (used for) operating activities - continuing operations		36,110			18,600			5,027			5,301
Net cash provided by (used for) operating activities - discontinued operations		—			—			—			7,297
Net cash provided by (used for) operating activities		36,110			18,600			5,027			12,598
Cash Flows From Investing Activities
Capital expenditures		(5,128	)		(11,490	)		(2,490	)		(2,933	)
Acquisition of business								(691	)		—
Proceeds from sale of property, plant and equipment		8,075			194			—			4,486
Proceeds (payments) related to sale of business		—			(4,034	)
Proceeds on sale of notes receivable								1,200			—
Net cash provided by (used for) investing activities - continuing operations		2,947			(15,330	)		(1,981	)		1,553
Net cash provided by (used for) investing activities - discontinued operations		—			—			—			—
Net cash provided by (used for) investing activities		2,947			(15,330	)		(1,981	)		1,553
Cash Flows From Financing Activities
Net borrowings (repayments) on credit facility		(31,397	)		4,440
Cash dividends paid		(12,230	)		(12,143	)		(4,899	)		(4,940	)
Proceeds from issuance of common stock		2,524			2,582			125			146
Excess tax benefit from stock-based compensation		—			139
Shares withheld for employee taxes on equity awards		(273	)		(925	)		(362	)		(974	)
Deferred financing costs		(1,030	)		—
Net cash provided by (used for) financing activities - continuing operations		(42,406	)		(5,907	)		(5,136	)		(5,768	)
Net cash provided by (used for) financing activities - discontinued operations		—			—			—			—
Net cash provided by (used for) financing activities		(42,406	)		(5,907	)		(5,136	)		(5,768	)
Foreign exchange rate effect on cash		(28	)		831			(223	)		39
Net increase (decrease) in cash		(3,377	)		(1,806	)
Net (decrease) increase in cash								(2,313	)		8,422
Cash at January 1		7,888			7,344			75,527			58,894
Cash at September 30	$	4,511		$	5,538
Cash at March 31							$	73,214		$	67,316

The accompanying unaudited condensed consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (collectively, the “Company”), and have been prepared 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 (“GAAP”) 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. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, ~~2016.~~2019.

~~Certain reclassifications have been made~~Results from our former Brazil Business, which was sold in 2017, are presented as discontinued operations. Net cash flows provided by discontinued operations in 2019 resulted from the remaining receipt of the tax benefit from a worthless stock deduction, which was recognized as part of the sale. Net income from discontinued operations for the quarter ended March 31, 2019 related to ~~prior year’s reported amounts in order to conform to~~interest income net of tax recognized on the ~~current year presentation.~~receipt of the tax benefit. There was no discontinued operations activity during the quarter ended March 31, 2020.

In the opinion of the Company, the accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of ~~September 30, 2017,~~March 31, 2020, and the results of operations and cash flows for the periods presented. The results of operations for the ~~three and nine months~~quarter ended ~~September 30, 2017~~March 31, 2020 are not necessarily indicative of the results of operations that will occur for the year ending December 31, ~~2017.~~2020.

In March ~~2016,~~2020, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update (“ASU”) 2016-09,~~ASU 2020-04, ~~Compensation - Stock Compensation - Improvements to Employee Share-Based Payment Accounting, which involves several aspects~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for ~~share-based payment transactions, including~~(or recognizing the ~~income tax consequences, classification~~effects of) reference rate reform on financial reporting due to the cessation of ~~awards~~the London Interbank Offered Rate (LIBOR). The amendments in this update are effective for the Company as ~~either equity or liabilities, and classification on the statement~~ of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur.March 12, 2020 through December 31, 2022. The Company adopted this ~~ASU~~standard effective ~~January 1, 2017 and elected to recognize forfeitures as they occur. The cash flow classification requirements of ASU 2016-09 were applied prospectively.~~March 12, 2020. The adoption of this ~~ASU did not have a material~~standard had no effect in the quarter ended March 31, 2020, and its future impact will depend on the ~~Company’s results~~manner in which the Company and its lenders ultimately address the removal of ~~operations, cash flows or financial position.~~

~~Accounting Standards Not Yet Adopted~~LIBOR as it relates to the Loan Agreement described in Note 13.

In ~~March 2017,~~August 2018, the FASB issued ASU ~~2017-07,~~2018-15, ~~Compensation~~Intangibles – ~~Retirement Benefits (Topic 715)~~Goodwill and Other – ~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.~~Internal-Use Software (Subtopic 350-40). This ASU ~~requires~~aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an employer report the service cost component in the same line item(s) as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. The ASU also allows only the service cost component to be eligible for capitalization when applicable. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets.internal-use software license). The Company ~~does not anticipate that~~adopted this standard effective January 1, 2020 and the adoption of this standard ~~will~~did not have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20). This ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. For the Company, the ASU is effective retrospectively beginning with the 2020 annual financial statements, asbut is not applicable to its interim financial statements. The Company adopted this standard effective January 1, 2020 and the ~~pension plan~~adoption of this standard is ~~frozen.~~not expected to have a material impact on its annual consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements on fair value measurements by removing, modifying, or adding certain disclosures. Certain disclosures in this ASU are required to be applied on a retrospective basis and others on a prospective basis. The Company adopted this standard effective January 1, 2020 and the adoption of this standard did not have a material impact on its consolidated financial statements.

In January 2017,, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 of the goodwill impairment test and requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ~~ASU is~~Company adopted this standard effective ~~for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The guidance allows for early adoption for impairment testing dates after~~ January 1, ~~2017. While the Company has elected not to early adopt this guidance for fiscal year 2017~~2020 and ~~will continue to evaluate the timing of adoption, it does not believe that~~ the adoption of this ~~guidance will~~standard did not have a material impact on its consolidated financial statements.

~~Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)~~

~~In November 2016, the FASB issued ASU 2016-18,~~ ~~Statement of Cash Flows (Topic 230)~~ - ~~Restricted Cash~~. This ASU requires that companies include amounts generally described as restricted cash and restricted cash equivalents, along with cash and cash equivalents, when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. The ASU should be applied using a retrospective transition method to each period presented and is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods. ~~To the extent there are changes in the Company’s restricted cash balances, adoption of this standard will impact the statement of cash flows.~~

~~In October 2016, the FASB issued ASU 2016-16,~~ ~~Accounting for Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)~~. This ASU requires immediate recognition of the income tax consequences of intercompany asset transfers other than inventory. The ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within ~~those annual periods. The Company does not anticipate that adoption of this standard will have a material impact on its consolidated financial statements.~~

~~In August 2016, the FASB issued ASU 2016-15,~~ ~~Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments~~, which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The new guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The Company does not anticipate that adoption of this standard will have a significant impact on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which introduces new guidance for the accounting for credit losses on instruments. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. The Company adopted the new guidance effective January 1, 2020. Adoption of the new standard resulted in changes to the Company’s accounting policy and disclosures related to its allowance for expected credit losses for accounts receivable. The impact of adopting this standard on the Company’s consolidated financial statements was not material and no cumulative transition adjustment was required.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by clarifying and amending existing guidance to improve consistent application. For the Company, this ASU is effective ~~for fiscal years~~ beginning ~~after December 15, 2019 including interim periods~~with the first quarter of 2021. Early adoption is permitted. Certain amendments within ~~that reporting period, with early adoption permitted for fiscal years beginning after December 15, 2018.~~this ASU are required to be applied on a retrospective basis, certain other amendments are required to be applied on a modified retrospective basis and all other amendments on a prospective basis. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~. Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. The new standard is effective for the Company beginning January 1, 2019 and requires a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~, to clarify the principles used to recognize revenue for all entities. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. Additional disclosures will also be required to help users of financial statements understand the nature, amount, and timing of revenue and cash flows arising from contracts. The new guidance is effective January 1, 2018, with early adoption permitted for January 1, 2017. Entities have the option to apply the new guidance under a retrospective approach to each prior reporting period presented, or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the Consolidated Statements of Shareholders’ Equity. The Company plans to adopt the new guidance effective January 1, 2018 under the modified retrospective approach and has developed an implementation plan. As part of this plan, the Company has identified its revenue streams and substantially completed its contract review for each of these revenue streams to assess the impact of the new guidance on its consolidated financial statements. This assessment included the potential impact of whether revenue from certain product lines would be required to be recognized over time rather than at a point in time. Based on the reviews completed to date, the Company does not currently anticipate any material changes to the timing of revenue recognition from point in time, and will continue to evaluate this contract review through the date of adoption. The Company is currently designing and implementing changes to processes and controls, where necessary, to address the requirements of the new standard upon adoption. In addition, the Company is assessing what incremental disaggregated revenue disclosures will be required in the consolidated financial statements.

~~Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)~~

All asset and liability accounts of consolidated foreign subsidiaries are translated at the current exchange rate as of the end of the accounting period and income statement items are translated monthly at an average currency exchange rate for the period. The resulting translation adjustment is recorded in other comprehensive income (loss) as a separate component of shareholders' equity.

The Company follows guidance included in ~~the Accounting Standards Codification (“ASC”)~~ASC 820, Fair Value Measurements and Disclosures, for its financial assets and liabilities, as required. The guidance established a common definition for fair value to be applied under U.S. GAAP requiring the use of fair value, established a framework for measuring fair value, and expanded disclosure requirements about such fair value measurements. The guidance did not require any new fair value measurements, but rather applied to all other accounting pronouncements that require or permit fair value measurements. Under ASC 820, the hierarchy that prioritizes the inputs to valuation techniques used to measure fair value is divided into three levels:

The Company has financial instruments, including cash, accounts receivable, accounts payable and accrued expenses. The fair value of these financial instruments ~~approximate~~approximates carrying value due to the nature and relative short maturity of these assets and liabilities.

The fair value of debt under the Company’s Loan Agreement, as defined in Note ~~11,~~13, approximates carrying value due to the floating rates and relative short maturity (less than 90 days) of the revolving borrowings under this agreement. The fair value of the Company’s fixed rate senior unsecured notes was estimated using market observable inputs for the Company’s comparable peers with public debt, including quoted prices in active markets and interest rate measurements which are considered Level 2 inputs. At ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, the aggregate fair value of the Company's ~~$100.0 million~~outstanding fixed rate senior unsecured notes was estimated at ~~$101.0~~$77.8 million and ~~$98.0~~$79.0 million, respectively.

The ~~Company's wholly-owned subsidiaries Plasticos Novel Do Nordeste S.A. and Plasticos Novel Do Parana S.A. (collectively, "Novel") entered into a factoring agreement to sell, without recourse, certain~~purchase price allocation associated with the August 26, 2019 acquisition of ~~their Brazilian Real-based trade accounts receivables to unrelated third party financial institutions~~Tuffy Manufacturing Industries, Inc., as ~~part of its working capital management.~~described in Note 3, required fair value measurements using unobservable inputs which are considered Level 3 inputs. The sale of these receivables accelerated the collection of cash and reduced credit exposure. Under the terms of the factoring agreements, the Company retains no rights or interest and has no obligations with respect to the sold receivables. As such, the factoring of trade receivables under these agreements are accounted for as a sale. The Company accounts for its trade receivable factoring program as required under ASC 860, ~~Transfers and Servicing~~. During the nine months ended September 30, 2017, approximately $1.3 million of trade accounts receivables had been sold under the terms of the factoring agreement for cash proceeds of $1.2 million. During the nine months ended September 30, 2016, approximately $0.9 million of trade accounts receivables had been sold under the terms of the factoring agreement for cash proceeds of $0.8 million. The receivables sold pursuant to the factoring agreements have been recorded as a reduction of trade accounts receivable and as cash provided by operating activities in the accompanying Condensed Consolidated Statements of Cash Flows (Unaudited). The Company pays an administrative fee based on the dollarfair value of the ~~receivables sold. Administrative fees related to~~acquired intangible assets was determined using the program for both the nine months ended September 30, 2017 and 2016 were approximately $0.1 million. These fees are included in Selling, General and Administrative expenses in the accompanying Condensed Consolidated Statements of Operations (Unaudited).income approach.

The Company recognizes revenues from the sale of products, net of actual and estimated returns, at the point of passage of title and risk of loss, which is generally at time of shipment, and collectability of the fixed or determinable sales price is reasonably assured.

Management has established certain requirements that customers must meet before credit is extended. The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. The Company maintains operating cash and reserves for replacement balances in financial institutions which, from time to time, may exceed federally insured limits. The Company periodically assesses the financial condition of ~~these institutions~~customers is continually monitored and ~~believes that~~collateral is usually not required. The Company evaluates the ~~risk~~collectability of accounts receivable based on a combination of factors. The Company reviews historical trends for credit loss as well as current economic conditions in determining an estimate for its allowance for credit losses. Additionally, in circumstances where the Company is ~~minimal.~~aware of a specific customer’s inability to meet its financial obligations, a specific allowance for credit losses is recorded against amounts due to reduce the net recognized receivable to the amount the Company reasonably expects will be collected.

The change in the allowance for credit losses for the quarter ended March 31, 2020 was as follows:

Revenue is recognized when obligations under the ~~second quarter~~terms of ~~2017, an underutilized building~~a contract with customers are satisfied. In both the Distribution and Material Handling segments, this generally occurs with the transfer of control of the products. This transfer of control may occur at either the time of shipment from a Company facility, or at the time of delivery to a designated customer location. Obligations under contracts with customers are typically fulfilled within 90 days of receiving a purchase order from a customer, and generally no other future obligations are required to be performed. The Company generally does not enter into any long-term contracts with customers greater than one year. Based on the nature of the Company’s ~~Scarborough, Ontario, Canada location,~~products and customer contracts, no deferred revenue has been recorded, with the exception of cash advances or deposits received from customers prior to transfer of control of the product. These advances are typically fulfilled within the 90-day time frame mentioned above.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring the products. Certain contracts with customers include variable consideration, such as rebates or discounts. The Company recognizes estimates of this variable consideration each period, primarily based on the most likely level of consideration to be paid to the customer under the specific terms of the underlying programs. While the Company’s contracts with customers do not generally include explicit rights to return product, the Company will in practice allow returns in the ~~Material Handling Segment, was identified for closure~~normal course of business and ~~classified~~ as ~~held for sale as~~part of ~~June 30, 2017, in Other Assets~~the customer relationship. Expected returns allowances are recognized each period based on an analysis of historical experience, and when physical recovery of the product from returns occurs, an estimated right to return asset is also recorded based on the approximate cost of the product.

Amounts included in the Condensed Consolidated Statements of Financial Position (Unaudited) related to revenue recognition include:

Sales, value added, and other taxes collected with revenue from customers are excluded from net sales. The cost for shipments to customers is recognized when control over products has transferred to the customer and is classified as Selling, General and Administrative expenses for the Company’s manufacturing business and as Cost of Sales for the Company’s distribution business. Costs for shipments to customers were approximately $1.7 million and $2.2 million in Selling, General and Administrative expenses for the quarters ended March 31, 2020 and 2019, respectively, and were approximately $1.4 million and $1.5 million in Cost of Sales for the quarters ended March 31, 2020 and 2019, respectively.

Based on the short-term nature of contracts described above, contract acquisition costs are not significant. These costs, as well as other incidental items that are immaterial in the context of the contract, are recognized as expense as incurred.

On August 26, 2019, the Company acquired the assets of Tuffy Manufacturing Industries, Inc. (“Tuffy”), a warehouse distributor of tire repair equipment and supplies, which is included in the Company’s Distribution Segment. The Tuffy acquisition aligns with the Company’s strategy to grow in key niche markets and focus on strategic account customers. The purchase price for the acquisition was $18.7 million, which includes a working capital adjustment of $0.7 million that was paid during the quarter ended March 31, 2020. The Company funded the acquisition using available cash.

The acquisition of Tuffy was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. The following table summarizes the allocation of the purchase price based on the estimated fair value of assets acquired and liabilities assumed based on their preliminary estimated fair values at the acquisition date, which are subject to adjustment. The purchase accounting will be finalized within one year from the acquisition date.

The goodwill represents the future economic benefits arising from other assets acquired that could not be individually and separately recognized, and the Company expects that the goodwill recognized for the acquisition will be deductible for tax purposes.

As of March 31, 2020 and December 31, 2019, a building with a carrying value of $1.9 million was classified as held for sale and is included in Other Assets. ~~This~~During the first quarter of 2019, the Company sold a building, ~~has~~which had previously been ~~recorded at~~held for sale, for net proceeds of $4.5 million. Both buildings were in the Material Handling Segment.

When a facility meets held for sale classification criteria, it is also evaluated for impairment by comparing its carrying value to its estimated fair value less estimated costs to ~~sell,~~sell. Estimated fair value of ~~$3.2 million (based primarily~~these buildings was based on a third party ~~offer considered to be a~~offers, which are Level 2 ~~input), which resulted in an~~inputs. No impairment ~~charge of approximately $0.5 million~~related to assets held for sale was recognized ~~in the second quarter of 2017. No changes in the estimated fair value were recorded~~ in the quarter ended ~~September 30, 2017.~~

During the first quarter of 2016, the Company reviewed its long-lived assets, intangible assets and goodwill at Plasticos Novel do Nordeste S.A. (“Novel”), a reporting unit within the Material Handling Segment for impairment. The testing for impairment was performed as a result of the presence of impairment indictors resulting from the communication of a reduction in capital spending in the near-term from a significant customer in March 2016, which resulted in a significant reduction in Novel’s forecasted revenue and income.

The Company first conducted a review for impairment of indefinite-lived intangibles and other long-lived assets related to Novel, including amortizable intangible assets and fixed assets which indicated that the carrying amounts of such assets may not be recoverable and required an assessment of fair value of the assets for purposes of measuring an impairment charge. The estimated fair value of indefinite-lived intangibles was determined using a relief from royalty payments income approach and the other long-lived assets was determined, in part, using an analysis of projected cash flows, a market approach and a cost approach. These valuation methods use Level 3 inputs under the fair value hierarchy discussed in Note 1.

~~To test for potential impairment for goodwill, the Company performed an interim impairment test as of~~ March 31, 2016. The step one goodwill impairment test was performed using a discounted cash flow (“DCF”) valuation model. The significant assumptions in the DCF model are the annual revenue growth rate, the annual operating income margin and the discount rate used to determine the present value of the cash flow projections. The discount rate was based on the estimated weighted average cost of capital as of the testing date for market participants in the industry in which the Novel reporting unit operates. Based on the estimated fair value generated by the DCF model, the Novel reporting unit’s fair value did not exceed its carrying value as of March 31, 2016 and therefore a step two analysis was required to be performed. The decline in fair value of the reporting unit resulted primarily from lower projected operating results and cash flows than those utilized from the 2015 annual impairment test, directly related to the triggering event outlined above. During the first quarter of 2016, a step two analysis was performed to allocate estimated fair value to assets and liabilities in order to estimate an implied value of goodwill. As a result of these impairment reviews, the Company concluded that the goodwill, intangibles and other long-lived assets related to Novel were impaired and recorded a non-cash2020. An impairment charge of ~~$8.5~~$0.9 million was recorded during the quarter ended March 31, 2019 in connection with a building meeting the held for sale criteria.

In 2015, the Company sold its Lawn and Garden business to an entity controlled by Wingate Partners V, L.P. (“L&G Buyer”), which later became HC Companies, Inc. (“HC”). The terms of the sale included promissory notes from HC. Due to uncertainty of collection, a provision for expected loss of $23.0 million was ~~reported in Impairment Charges in~~recorded within continuing operations during the ~~Condensed Consolidated Statements~~third quarter of ~~Operations (Unaudited) in~~2018 to fully impair the ~~first half~~notes and corresponding interest receivable. The Company also ceased recognizing interest income following the recording of ~~2016.~~the provision.

~~During the second quarter of 2016, the Company recorded impairment charges of $1.3 million primarily related to long-lived assets associated~~Also, in connection with the ~~exit~~sale of ~~a non-strategic product line in~~ the ~~Material Handling Segment.~~

~~On February 17, 2015, the Company sold its~~ Lawn and Garden business, the Company became a guarantor for one of HC’s facility leases expiring in September 2025 for any remaining rent payments under the lease if HC was unable to ~~an entity controlled by Wingate Partners V, L.P.,~~meet its obligations. Annual rent for the facility is approximately $2 million. Due to the financial risk associated with HC, the Company assessed its range of potential obligations under the lease guarantee, and recorded a ~~private equity firm, for $110.0~~liability and related pre-tax charge of $10.3 million ~~subject to a working capital adjustment. The terms~~during the third quarter of the agreement include a $90.0 million cash payment, promissory notes totaling $20.0 million that mature in August 2020 with a 6% interest rate, and approximately $8.6 million placed in escrow that was due to be settled by August 2016, but has been extended until indemnification claims are resolved, as described in Note 10. The fair market value of the notes at the date of the sale was $17.8 million.2018. The carrying value of the ~~notes~~lease contingency as of ~~September 30, 2017~~December 31, 2019 was ~~$18.6~~$10.7 million, which ~~represents~~represented the ~~fair value at the date of sale~~initial liability recorded plus accretion and iswas included in ~~Notes Receivable in the accompanying Condensed Consolidated Statements of Financial Position (Unaudited)~~Other Liabilities. The fair value of the notes receivable was calculated using Level 2 inputs as defined in Note 1. The final working capital adjustment resulted in a cash payment to the buyer of approximately $4.0 million in the first half of 2016.

~~On March 9, 2017,~~In January 2020, the Company ~~announced~~sold to HC the fully-reserved promissory notes and related accrued interest receivable in exchange for $1.2 million and the release from the lease guarantee resulting in an $11.9 million pre-tax gain.

In March 2019, the Company committed to implementing a restructuring plan ~~(the “Plan”~~involving its Ameri-Kart Corp. subsidiary (“Ameri-Kart”) ~~to improve~~that operates within the Company’s ~~organizational structure and operational efficiency within the~~ Material Handling ~~Segment, which related primarily~~Segment. The Company plans to ~~anticipated~~consolidate manufacturing operations currently conducted at Ameri-Kart’s Cassopolis, Michigan and Bristol, Indiana facilities with expanded operations in a new facility ~~shutdowns~~in Bristol, Indiana (the “Ameri-Kart Plan”). In December 2019, the Company entered into an agreement where a new manufacturing and ~~associated activities. Total~~distribution facility in Bristol, Indiana will be constructed, and when substantially complete, the Company will lease that new facility and sell its existing facility in Bristol, Indiana. In December 2019, the Company also provided one year advance termination notice on the lease of its Cassopolis, Michigan facility. The Ameri-Kart Plan is expected to be substantially completed in the second half of 2020 and total restructuring costs expected to be incurred are approximately ~~$7.9~~$1.1 million, ~~which includes employee severance and other employee-related costs of approximately $3.2 million, $2.6 million~~primarily related to equipment relocation and facility shut down costs. The Ameri-Kart Plan is expected to be substantially completed in the second half of 2020.

In March 2019, the Company committed to implementing transformation initiatives within the Company’s Distribution Segment (the “Distribution Transformation Plan”) that are intended to increase sales force effectiveness, reduce costs and ~~non-cash charges, primarily accelerated depreciation charges on property, plant and equipment, of approximately $2.1 million.~~improve contribution margins. The Company ~~expects~~realigned its Distribution Segment’s commercial sales structure, which included the elimination of certain sales and administrative positions, and put into place plans to ~~incur approximately $0.8 million during the remainder of 2017 under the Plan, as all remaining~~expand its e-commerce platform. All actions under the Distribution Transformation Plan ~~are expected to be~~were substantially completed by the end of ~~the year.~~2019.

During the three and nine months ended September 30, 2017, the Company incurred restructuring charges of $1.0 million and $5.2 million, respectively, related to closing a manufacturing plant in Bluffton, Indiana. In the third quarter of 2017, the Bluffton facility and certain related equipment, previously classified as held for sale, were sold for approximately $6.0 million, which resulted in a gain of $2.6 million. Additional gains of $0.2 million and $1.5 million for the three and nine months ended September 30, 2017, respectively, were recognized on other asset dispositions in connection with closing this plant.

In the second quarter of 2017, the Company finalized the specific actions to be taken under the Plan to reduce headcount in its Scarborough, Ontario, Canada location. These actions resulted in the recognition of $0.9 million and $1.6 million of severance and related costs for the three and nine months ended September 30, 2017, respectively.

During the three and nine months ended September 30, 2017, the Company recognized $0.2 million and $0.3 million of restructuring charges related to the planned closure of a manufacturing plant in Sandusky, Ohio.

The restructuring charges noted above ~~are presented in~~for the ~~Condensed Consolidated Statement of Operations (Unaudited)~~quarter ended March 31, 2020 and 2019 are as follows:

~~Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)~~

~~The table below summarizes restructuring activity for the nine months ended September 30, 2017:~~

In addition to the restructuring costs noted above, the Company has also incurred other associated costs of the Plan of $0.3 million and $1.0 million for the three and nine months ended September 30, 2017, respectively, which are included in Selling, General and Administrative expenses in the accompanying Condensed Consolidated Statements of Operations (Unaudited), and are primarily related to third party consulting costs. Additional estimated costs of $0.2 million are expected to be incurred throughout the remainder of 2017.

Inventories are valued at the lower of cost or market for last-in, first-out (“LIFO”) inventory and lower of cost or net realizable value for first-in, first-out (“FIFO”) inventory. Approximately 4050 percent of ~~our~~ inventories are valued using the LIFO method of determining cost. All other inventories are valued at the FIFO method of determining cost. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on inventory levels and costs at that time. Accordingly, interim LIFO calculations must ~~necessarily~~ be based on management’s estimates of expected year-end inventory levels and costs. Because these ~~are based on estimates, interim results~~calculations are subject to ~~change in~~many factors beyond management’s control, annual results may differ from interim results as they are subject to the final year-end LIFO inventory valuation. ~~In the current quarter, one~~Based on management’s projections of inventory ~~pool had an increase in commodity~~levels and costs, ~~that is expected~~no adjustment to ~~hold through year-end, and therefore, an adjustment of $0.4 million was made to increase~~ the LIFO reserve ~~and cost of sales~~was recorded for the ~~three months~~quarters ended ~~September 30, 2017. No adjustment was recorded during prior interim reporting periods as interim results~~March 31, 2020 or 2019.

(Dollars in ~~those periods were immaterial.~~thousands, except where otherwise indicated)

The balance in ~~other current liabilities~~Other Current Liabilities is comprised of the following:

	September 30,		December 31,		March 31,		December 31,
	2017		2016		2020		2019
Deposits and amounts due to customers	$	4,048	$	2,688
Customer deposits and accrued rebates					$	2,394	$	2,618
Dividends payable		4,455		4,260		5,060		5,114
Accrued litigation and professional fees		606		452
Accrued litigation, claims and professional fees						804		479
Current portion of environmental reserves		1,022		605		1,471		1,533
Accrued product replacement costs						1,378		1,835
Other accrued expenses		4,362		5,078		5,456		6,745
	$	14,493	$	13,083	$	16,563	$	18,324

In August 2019, a manufacturing defect was identified for certain boxes produced within the Material Handling segment in May and June 2019. Certain of the affected boxes require replacement. The total range of cost to replace these boxes is estimated to be $3.5 million to $4.0 million. In the quarter ended September 30, 2019, $3.5 million of estimated costs were recorded related to this matter, of which $1.4 million remains accrued as of March 31, 2020 and is included within Other Current Liabilities.

The change in goodwill for the ~~nine months~~quarter ended ~~September 30, 2017~~March 31, 2020 was as follows:

Intangible assets other than goodwill primarily consist of trade names, customer relationships, patents, non-competition agreements and technology assets established in connection with acquisitions. These intangible assets, other than certain trade names, are amortized over their estimated

~~Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)~~

useful lives. ~~The Company has indefinite-lived~~Indefinite-lived trade names ~~which~~ had a carrying value of ~~$10.9~~$9.8 million at both ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016.~~2019. Refer to Note 3 for the intangible assets acquired through the Tuffy acquisition during the quarter ended September 30, 2019.

~~See Note 2 for discussion of goodwill, trade names and other long-lived asset impairment charges in the first half of 2016.~~

Net income ~~(loss)~~ per common share, as shown on the accompanying Condensed Consolidated Statements of Operations (Unaudited), is determined on the basis of the weighted average number of common shares outstanding during the periods as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Quarter Ended March 31,
	2017		2016		2017		2016		2020		2019
Weighted average common shares outstanding basic		30,266,838		29,849,005		30,149,818		29,682,798		35,723,979		35,388,989
Dilutive effect of stock options and restricted stock		385,105		226,473		374,343		266,913		104,449		305,841
Weighted average common shares outstanding diluted		30,651,943		30,075,478		30,524,161		29,949,711		35,828,428		35,694,830

Options to purchase ~~256,600~~401,197 and ~~261,100~~655,086 shares of common stock that were outstanding for the ~~three~~quarters ended March 31, 2020 and ~~nine months ended~~ ~~September 30, 2017,~~2019, respectively, ~~and~~ ~~569,050 for the three and nine months ended September 30, 2016,~~ were not included in the computation of diluted earnings per share as the exercise prices of these options were greater than the average market price of common shares, and were therefore anti-dilutive.

~~Subject to shareholder approval, which was received on April 26, 2017, the Board of Directors approved the~~The Company’s Amended and Restated 2017 Incentive Stock Plan (the “2017 Plan”) ~~on March 2, 2017. The 2017 Plan~~ authorizes the Compensation Committee of the Board of Directors to issue up to 5,126,950 shares of various stock awards including stock options, performance stock units, restricted stock units and other forms of equity-based awards to key employees and directors. Options granted and outstanding vest over the requisite service period and expire ten years from the date of grant.

In March 2017, the Company granted 397,759 stock options with a weighted average exercise price of $14.30 and a weighted average fair value of $4.47. The fair value of options granted is estimated using a binomial lattice option pricing model. Also in March 2017, the Company granted 87,887 and 140,746 time-based and performance-based restricted stock units, respectively, with a weighted average fair value of $14.30. There were no stock-based awards granted in the second or third quarters of 2017.

Stock compensation expense was approximately ~~$1.1~~$0.7 million and ~~$0.7~~$1.0 million for the ~~three months~~quarters ended ~~September 30, 2017~~March 31, 2020 and ~~2016, respectively, and $2.9 million and $2.8 million for the nine months ended September 30, 2017 and 2016,~~2019, respectively. These expenses are included in Selling, General and Administrative ~~expenses in the accompanying Condensed Consolidated Statements of Operations (Unaudited).~~ expenses. Total unrecognized compensation cost related to non-vested stock-based compensation arrangements at ~~September 30, 2017~~March 31, 2020 was approximately ~~$6.5~~$2.7 million, which will be recognized over the next three years, as such compensation is earned.

The Company is a defendant in various lawsuits and a party to various other legal proceedings arising in the ordinary course of business, some of which are covered in whole or in part by insurance. When a loss arising from these matters is probable and can reasonably be estimated, the most likely amount of the estimated probable loss is recorded, or if a range of probable loss can be estimated and no amount within the range is a better estimate than any other amount, the minimum amount in the range is recorded. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary.

Based on current available information, management believes that the ultimate outcome of these matters, including those described below, will not have a material adverse effect on our financial position, cash flows or overall trends in our results of operations. However, these matters are subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or in future periods.

In September 2015, the U.S. Environmental Protection Agency (“EPA”) ~~formally~~ informed a subsidiary of the Company, Buckhorn, Inc. (“Buckhorn”) via a notice letter and related documents (the “Notice Letter”) that it considers Buckhorn to be a potentially responsible party (“PRP”) in connection with the New Idria Mercury Mine site (“New Idria Mine”). New Idria Mining & Chemical Company (“NIMCC”), which owned and/or operated the New Idria Mine through 1976, was merged into Buckhorn Metal Products Inc. in 1981, which was subsequently acquired by Myers Industries in 1987. As a result of the EPA Notice Letter, Buckhorn and the

~~Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)~~

Company ~~are~~ engaged in negotiations with the EPA with respect to a draft Administrative Order of Consent (“AOC”) proposed by the EPA for the Remedial Investigation/Feasibility Study (“RI/FS”) to determine the extent of remediation necessary and the screening of alternatives.

During the fourth quarter of 2018, the Company and the EPA finalized the AOC and related Statement of Work (“SOW”) with regards to the New Idria Mine. The AOC is effective as of November 27, 2018, the date that it was executed by the EPA. The AOC and accompanying SOW document the terms, conditions and procedures for the Company’s performance of the RI/FS. In addition, the AOC requires the Company to provide $2 million of financial assurance to the EPA to secure its performance during the estimated life of the RI/FS. In January 2019, the Company provided this assurance as a letter of credit. The AOC also includes provisions for payment by the Company of the EPA’s costs of oversight of the RI/FS, including a prepayment in the amount of $0.2 million, which was paid in January 2019.

A draft work plan for the RI/FS, in accordance with the AOC and related SOW, was submitted to the EPA for review and approval in July 2019. Upon preparation of the draft work plan for the RI/FS, the Company received preliminary estimates from its consultants for the cost of the execution of the work plan. Based on these preliminary estimates, the Company recognized additional expense of $4.0 million during second quarter of 2019. These preliminary estimates will continue to be refined through the finalization and approval of the draft work plan, which is anticipated to occur in 2020. The Company believes it has insurance coverage that applies to the New Idria Mine ~~is located near Hollister, California~~ and thus may be able to recover a portion of the estimated costs; however, as of March 31, 2020, the Company has not recognized potential recovery in its consolidated financial statements.

Since October 2011, when New Idria was added to the Superfund National Priorities List by the EPA, ~~in October 2011, at which time~~ the Company has recognized ~~expense~~$9.9 million of ~~$1.9~~costs, of which approximately $3.3 million ~~related~~has been paid to ~~performing the RI/FS. In the second quarter~~date. These costs are comprised primarily of 2016, the Company, based on discussions with the EPA, determined that the RI/FS would begin in 2017 and therefore obtained updated estimated costs to perform the RI/FS. As a result of the updated estimated costs, the Company recorded additional expense of $1.0 million in the second quarter of 2016. In the second quarter of 2017, the Company, based on the status of its discussions with the EPA, determined that field work on the RI/FS will likely begin in 2018 with no changes to the cost estimates to perform the RI/FS. In the third quarter of 2017, the Company recorded an additional reserve of $0.3 million for this project, as a result of additional professional fees and other project costs expected to be incurred as part of the implementationFS, negotiation of the AOC, identification of possible insurance resources and ~~site preparation and stabilization, in advance of starting the RI/FS field work in 2018. As part of the Notice Letter,~~other PRPs, EPA oversight fees, past cost claims made by the EPA ~~also made a claim for approximately $1.6 million in past costs for actions it claims it has taken in connection with~~(who, as of April 2020, is represented by the U.S. Department of Justice), periodic monitoring, and responses to unilateral administrative orders issued by the EPA. No expenses were recorded related to the New Idria Mine ~~since 1993. While~~in the Company is challenging these past cost claims, in 2015 the Company recognized expense of $1.3 million related to the portion of these costs alleged to have been incurred after the site was added to the Superfund list in 2011.

quarters ended March 31, 2020 or 2019. As of ~~September 30, 2017,~~March 31, 2020, the Company has a total reserve of ~~$2.7~~$6.6 million related to the New Idria Mine, of which ~~$0.7~~$1.2 million is classified in Other Current Liabilities and ~~$2.0~~$5.4 million ~~is classified~~ in Other Liabilities ~~on the Condensed Consolidated Statements of Financial Position (Unaudited)~~ (long-term).

~~As negotiations with the EPA proceed it~~It is possible that adjustments to the aforementioned reserves will be necessary ~~to reflect~~as new ~~information.~~information is obtained, including after finalization and EPA approval of the work plan for the RI/FS. Estimates of the Company’s liability are based on current facts, laws, regulations and technology. Estimates of the Company’s environmental liabilities are further subject to uncertainties regarding ~~the negotiations with EPA,~~ the nature and extent of site contamination, the range of remediation alternatives available, evolving remediation standards, imprecise engineering evaluation and cost estimates, the extent of remedial actions that may be required, the extent of oversight by the EPA and the number and financial condition of other PRPs that may be named, as well as the extent of their responsibility for the ~~remediation, and the availability of insurance coverage for these expenses.~~remediation.

At this time, we have not accrued for remediation costs in connection with this site as we are unable to estimate the liability, given the circumstances referred to above, including the fact that the final remediation strategy has not yet been determined.

A number of parties, including the Company and its subsidiary, Buckhorn (as successor to NIMCC), were alleged by trustee agencies of the United States and the State of California to be responsible for natural resource damages due to environmental contamination of areas comprising the historical New Almaden mercury mines located in the Guadalupe River Watershed region in Santa Clara County, California (“County”). In 2005, Buckhorn and the Company, without admitting liability or chain of ownership of NIMCC, resolved the trustees’ claim against them through a consent decree that required them to contribute financially to the implementation by the County of an environmentally beneficial project within the impacted area. Buckhorn and the Company negotiated an agreement with the County, whereby Buckhorn and the Company agreed to reimburse one-half of the County’s costs of implementing the project, originally estimated to be approximately $1.6 million. As a result, in 2005, the Company recognized expense of $0.8 million representing its share of the initial estimated project costs, of which approximately $0.5 million has been paid to date. In April 2016, the Company was notified by the County that the original cost estimate may no longer be appropriate due to expanded scope and increased costs of construction and provided a revised estimate of between $3.3 million and $4.4 million. The Company completed a detailed review of the support provided by the County for the revised estimate, and as a result, recognized additional expense of $1.2 million in 2016. No costs were incurred related to New Almaden in the ~~second and third~~ quarters ~~of 2016.~~ended March 31, 2020 or 2019. As of ~~September 30, 2017,~~March 31, 2020, the Company has a total reserve of $1.5 million related to the New Almaden Mine, of which $0.3 million is classified in Other Current Liabilities and $1.2 million ~~is classified~~ in Other Liabilities ~~on the Condensed Consolidated Statements of Financial Position (Unaudited)~~ (long-term).

The project has not yet been implemented though significant work on design and planning has been performed. ~~Field work~~The Company is currently awaiting notice from Santa Clara County on the ~~project is~~ expected timing of fieldwork to ~~commence in 2018.~~commence. As work on the project occurs, it is possible that adjustments to the aforementioned reserves will be necessary to reflect new information. In addition, the Company may have claims against and defenses to claims by the County under the 2005 agreement that could reduce or offset its obligation for reimbursement of some of these potential additional costs. With the assistance of environmental consultants, the Company will closely monitor this matter and will continue to assess its reserves as additional information becomes available.

On December 11, 2018, No Spill Inc. filed suit against Scepter Manufacturing LLC and Scepter Corporation (“Scepter”) in the United States District Court for the District of Kansas asserting infringement of two patents, breach of contract, and trade dress claims in relation to plastic gasoline containers Scepter manufactures and sells in the United States. Scepter intends to defend itself vigorously in this matter. Due to the inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of this matter, and is unable at this time to determine whether the outcome of the litigation will have a material impact on its results of operations, financial condition, or cash flows. Accordingly, the Company has not recorded any reserves for this matter.

In connection with the sale of the Lawn and Garden business, as described in Note 3, the Company received a Notice of Indemnification Claims in April 2015, and a Second Notice of Indemnification Claims in July 2016 (collectively, the “Claims”), alleging breaches of certain representations and warranties under the agreement resulting in losses in the amount of approximately $10 million. As described in Note 3, approximately $8.6 million of the sale proceeds were placed in escrow and due to be settled in August 2016, but have been extended until the Claims are resolved. The Company believes these Claims are without merit and intends to vigorously defend its position.

When a loss arising from these matters is probable and can reasonably be estimated, we record the amount of the estimated loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable of occurrence than another. As additional information becomes available, any potential liability related to these matters will be assessed and the estimates will be revised, if necessary.

Based on current available information, management believes that the ultimate outcome of these matters will not have a material adverse effect on our financial position, cash flows or overall trends in our results of operations. However, these matters are subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or in future periods.

In March 2017, the Company entered into a Fifth Amended and Restated Loan Agreement (the “Loan Agreement”). The Loan Agreement ~~replaced~~amended the pre-existing ~~$300 million~~ senior revolving credit ~~facility with a~~facility’s borrowing limit to $200 million, ~~facility~~inclusive of letters of credit, and extended the ~~term~~maturity date from December 2018 to March 2022. ~~In addition, the Loan Agreement provides for a maximum Leverage Ratio of 3.75 for the first and second quarters of 2017, stepping down to 3.5 in the third quarter of 2017, and 3.25 thereafter.~~

~~Under the terms of the Loan Agreement, the Company may borrow up to $200.0 million, reduced for letters of credit issued.~~ As of ~~September 30, 2017,~~March 31, 2020, the Company had ~~$135.8~~$194.2 million available under the Loan Agreement. The Company had ~~$4.4~~$5.8 million of letters of credit issued related to insurance and other ~~financing~~ contracts requiring financial assurance in the ordinary course of business, ~~at September 30, 2017.~~including the $2 million provided to the EPA as discussed in Note 12. Borrowings under the Loan Agreement bear interest at the LIBOR rate, prime rate, federal funds effective rate, the Canadian deposit offered rate, or the euro currency reference rate depending on the type of loan requested by the Company, plus the applicable margin as set forth in the Loan Agreement.

The Company also holds Senior Unsecured Notes (“Notes”), which range in face value from $11 million to $40 million, with interest rates ranging from 4.67% to 5.45%, payable semiannually, and maturing between January 2021 and January 2026. At March 31, 2020, $78 million of the Notes were outstanding.

The weighted average interest rate on borrowings under ~~our loan agreements were 5.18%~~the Company’s long-term debt was 6.24% and ~~4.65%~~6.23% for the ~~three months~~quarters ended ~~September 30, 2017~~March 31, 2020 and ~~2016, respectively, and 5.05% and 4.61% for the nine months ended September 30, 2017 and 2016,~~2019, respectively, which includes a quarterly facility fee on the used and unused ~~portion.~~portion, as well as amortization of deferred financing costs.

~~In September 2017,~~As of March 31, 2020, the Company ~~made an offer to~~was in compliance with all ~~holders~~of its debt covenants associated with its Loan Agreement and Notes. The most restrictive financial covenants for all of the ~~$100 million Senior Unsecured Notes (“Notes”) to purchase all or a portion of the Notes prior to their maturity dates. In October 2017, one note holder accepted the offer~~Company’s debt are an interest coverage ratio (defined as earnings before interest, taxes, depreciation and ~~elected to tender $22 million in Notes. The Company purchased the Notes from the holder on October 31, 2017~~amortization, as adjusted, divided by interest expense) and a ~~loss on extinguishment of~~leverage ratio (defined as total debt ~~of approximately $1.9 million was recorded during the fourth quarter of 2017.~~divided by earnings before interest, taxes, depreciation and amortization, as adjusted).

~~Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)~~

The Company and certain of its subsidiaries have pension and profit sharing plans covering substantially all of their employees. The Company’s defined benefit pension plan, The Pension Agreement between Akro-Mils and United Steelworkers of America Local No. 1761-02, provides benefits primarily based upon a fixed amount for each year of service. The plan was frozen in 2007, and thus benefits for service were no longer accumulated after this date.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Quarter Ended March 31,
	2017			2016			2017			2016			2020			2019
Interest cost	$	63		$	68		$	189		$	204		$	48		$	60
Expected return on assets		(74	)		(80	)		(222	)		(240	)		(51	)		(46	)
Amortization of net loss		24			20			72			61			20			24
Net periodic pension cost	$	13		$	8		$	39		$	25		$	17		$	38
Company contributions	$	—		$	—		$	—		$	—

The Company ~~does not expect~~expects to make a contribution to the plan of $150 in ~~2017.~~2020.

The Company’s effective tax rate was ~~38.5% and 42.0%~~24.8% for the ~~three and nine months~~quarter ended ~~September 30, 2017, respectively,~~March 31, 2020 compared to ~~56.3% and 69.8%~~27.6% for the ~~three and nine months~~quarter ended ~~September 30, 2016, respectively.~~March 31, 2019. The effective income tax rate for ~~the first nine months of 2017 and 2016~~both periods was different than the Company’s statutory rate, primarily due to ~~losses in jurisdictions where the tax benefits are not recognized.~~ state taxes and non-deductible expenses.

The total amount of gross unrecognized tax benefits that would reduce the Company’s effective tax rate was ~~$0.3 million and $0.5~~$1.1 million at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016, respectively.~~2019.

The Company and its subsidiaries file U.S. Federal, state and local, and non-U.S. income tax returns. As of ~~September 30, 2017,~~March 31, 2020, the Company is no longer subject to U.S. Federal examination by tax authorities for tax years before ~~2014.~~2015. The Company’s 2017 U.S. Federal tax return is currently under audit by the Internal Revenue Service (“IRS”). The Company is subject to state and local examinations for tax years of ~~2012~~2013 through ~~2016.~~2018. In addition, the Company is subject to non-U.S. income tax examinations for tax years of ~~2012~~2014 through ~~2016.~~

~~14.~~On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. While the Company expects to realize certain benefits under the CARES Act and is continuing to evaluate its impacts, it does not believe the CARES Act will materially affect its consolidated financial statements.

The Company determines if an arrangement is a lease at inception. The Company has leases for manufacturing facilities, distribution centers, warehouses, office space and equipment, with remaining lease terms of one to eight years. Certain of these leases include options to extend the lease for up to five years, and some include options to terminate the lease early. Leases with an initial term of 12 months or less are not recorded on the statement of financial position; the Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Operating leases with an initial term greater than 12 months are included in right of use asset – operating leases (“ROU assets”), operating lease liability – short term, and operating lease liability – long term in the Condensed Consolidated Statement of Financial Position (Unaudited).

The ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent the obligation to make lease payments. ROU assets and lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. When leases do not provide an implicit rate, the Company’s incremental borrowing rate is used, which is then applied at the portfolio level, based on the information available at commencement date in determining the present value of lease payments. The Company has also elected not to separate lease and non-lease components. The lease terms include options to extend or terminate the lease when it is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.

Amounts included in the Condensed Consolidated Statement of Financial Position (Unaudited) related to leases include:

In December 2019, the Company entered into an agreement where a new manufacturing and distribution facility in Bristol, Indiana will be constructed, and when it is substantially complete, the Company will lease that new facility and sell its existing facility in Bristol, Indiana. As described in Note 6, this agreement was in connection with the Ameri-Kart Plan, which includes facility consolidation for this business within the Material Handling Segment. This lease is not included in the tables disclosed above because it has not yet commenced; it commences when the facility is substantially complete, which is expected to be in the second half of 2020. Upon commencement, the lease has an initial term of fifteen years with base annual rent of approximately $0.8 million during the first year. Inclusive of scheduled increases the total expected future minimum lease payments during the initial term of the lease is approximately $13.5 million, but may vary depending on the actual cost of certain construction activities. At commencement of this lease, the Company expects assets and liabilities within the Consolidated Statement of Financial Position to each increase by approximately $9 million.

~~Using the criteria of ASC 280,~~ ~~Segment Reporting, the~~The Company manages its business under two operating segments, Material Handling and Distribution, consistent with the manner in which ~~our~~the Chief Operating Decision Maker (“CODM”) evaluates performance and makes resource allocation decisions. None of the reportable segments include operating segments that have been aggregated. These segments contain individual business components that have been combined on the basis of common management, customers, products, production processes and other economic characteristics. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up.

The Material Handling Segment manufactures a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, storage and organization products and rotationally-molded plastic tanks for water, fuel and waste handling. This segment conducts its primary operations in the United States ~~but also operates in Brazil~~ and Canada. Markets served ~~encompass various niches of~~include industrial manufacturing, food processing, retail/wholesale products distribution, agriculture, automotive, recreational vehicles, marine vehicles, healthcare, appliance, bakery, electronics, textiles, consumer, and others. Products are sold both directly to end-users and through distributors.

The Distribution Segment is engaged in the distribution of equipment, tools, and supplies used for tire servicing and automotive undervehicle repair and the manufacture of tire repair and retreading products. The product line includes categories such as tire valves and accessories, tire changing and balancing equipment, lifts and alignment equipment, service equipment and tools, and tire repair/retread supplies. The Distribution Segment also manufactures and sells certain traffic markings, including reflective highway marking tape. The Distribution Segment operates domestically through its sales offices and ~~four~~five regional distribution centers in the United States, and in certain foreign countries through export sales. In addition, the Distribution Segment operates directly in certain foreign markets, principally Central America, through foreign branch operations. Markets served include retail and truck tire dealers, commercial auto and truck fleets, auto dealers, general service and repair centers, tire retreaders, and government agencies. The acquisition of Tuffy, described in Note 3, is included in the Distribution Segment.

Total sales from foreign business units were approximately $9.0 million and $12.8 million for the quarters ended March 31, 2020 and 2019, respectively.

Summarized segment detail for the ~~three~~quarters ended March 31, 2020 and ~~nine months ended September 30, 2017 and 2016~~2019 are presented in the following table:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Quarter Ended March 31,
	2017			2016			2017			2016			2020			2019
Net Sales
Material Handling	$	104,089		$	89,911		$	310,343		$	299,842		$	84,076		$	102,951
Distribution		40,004			42,793			117,836			128,248			38,195			36,174
Inter-company sales		(18	)		(28	)		(98	)		(92	)		(21	)		(10	)
Total net sales	$	144,075		$	132,676		$	428,081		$	427,998		$	122,250		$	139,115

Operating income
Material Handling													$	15,167		$	16,207
Distribution														1,850			213
Corporate ⁽¹⁾														6,281			(6,202	)
Total operating income														23,298			10,218
Interest expense, net														(1,069	)		(1,049	)
Income from continuing operations before income taxes													$	22,229		$	9,169

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

This Quarterly Report on Form 10-Q and the information incorporated by reference contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including information regarding the Company’s financial outlook, future plans, objectives, business prospects and anticipated financial performance. Forward-looking statements can be identified by words such as “will,” “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” or variations of these words, or similar expressions. These forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, these statements inherently involve a wide range of inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. The Company’s actual actions, results, and financial condition may differ materially from what is expressed or implied by the forward-looking statements.

Specific factors that could cause such a difference include, without limitation, impacts from the novel coronavirus (COVID-19) pandemic on our business, operations, customers and capital position; the impact of COVID-19 on local, national and global economic conditions; the effects of various governmental responses to the COVID-19 pandemic; raw material availability, increases in raw material costs, or other production costs; risks associated with our strategic growth initiatives or the failure to achieve the anticipated benefits of such initiatives; unanticipated downturn in business relationships with customers or their purchases; competitive pressures on sales and pricing; changes in the markets for the Company’s business segments; changes in trends and demands in the markets in which the Company competes; operational problems at our manufacturing facilities or unexpected failures at those facilities; future economic and financial conditions in the United States and around the world; inability of the Company to meet future capital requirements; claims, litigation and regulatory actions against the Company; changes in laws and regulations affecting the Company; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including without limitation, the risk factors disclosed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as updated in Item 1A, “Risk Factors,” in this Quarterly Report on Form 10-Q. Given these factors, as well as other variables that may affect our operating results, readers should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance, nor use historical trends to anticipate results or trends in future periods. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company expressly disclaims any obligation or intention to provide updates to the forward-looking statements and the estimates and assumptions associated with them.

The Company conducts its business activities in two reportable segments: The Material Handling Segment and the Distribution Segment. The former Brazil Business, which was sold in December 2017, is classified as discontinued operations in all periods presented.

The Company designs, manufactures, and markets a variety of plastic and rubber products. The Material Handling Segment manufactures products that range from plastic reusable material handling containers and small parts storage bins to plastic OEM parts, custom plastic products, consumer fuel containers, military water containers as well as ammunition packaging and shipping containers. The Distribution Segment is engaged in the distribution of tools, equipment and supplies used for tire, wheel and under vehicle service on passenger, heavy truck and off-road vehicles, as well as the manufacturing of tire repair and retreading products.

The Company’s results of operations for the quarter ended March 31, 2020 are discussed below. However, the Company’s past results of operations may not reflect its future operating trends. In March 2020, the COVID-19 pandemic began to affect the U.S. economy and has created additional uncertainty for the Company’s operations, particularly for the remainder of 2020. Regulatory actions in response to COVID-19 have varied across jurisdictions and have included closure of nonessential businesses. The duration and extent of these measures is unknown. Through the date of this report, most of the Company’s businesses are considered essential because they supply food and agricultural, automotive, healthcare, industrial and consumer end markets. Accordingly, those businesses have continued to operate. However, two manufacturing facilities of our Ameri-Kart business in the Material Handling segment and our Distribution business in Central America have been temporarily closed due to the regulatory requirements resulting from the pandemic. Beyond the impact of these temporary closures, some of our businesses will be affected by the broader economic effects from COVID-19 and related regulatory actions, including customer demand for our products. The Company believes it is well-positioned to manage through this uncertainty – it has a strong balance sheet, with sufficient liquidity and borrowing capacity, and a diverse product offering and customer base.

Comparison of the ~~Three Months~~Quarter Ended ~~September 30, 2017~~March 31, 2020 to the ~~Three Months~~Quarter Ended ~~September 30, 2016~~March 31, 2019

(dollars in millions)	Three Months Ended September 30,										Quarter Ended March 31,
Segment	2017		2016		Change			% Change			2020		2019		Change			% Change
Material Handling	$	104.1	$	89.9	$	14.2			16	%	$	84.1	$	102.9	$	(18.8	)		(18	)%
Distribution		40.0		42.8		(2.8	)		(7	)%		38.2		36.2		2.0			6	%
Inter-company sales		—		—		—						—		—		—
Total net sales	$	144.1	$	132.7	$	11.4			9	%	$	122.3	$	139.1	$	(16.8	)		(12	)%

Net sales for the ~~three months~~quarter ended ~~September 30, 2017~~March 31, 2020 were ~~$144.1~~$122.3 million, ~~an increase~~a decrease of ~~$11.4~~$16.8 million or 9%12% compared to the ~~three months~~quarter ended ~~September 30, 2016.~~March 31, 2019. Net sales were ~~positively~~negatively impacted by ~~higher sales~~lower volume, primarily in the Material Handling Segment, of ~~approximately $9.5~~$20.6 million ~~higher~~and lower pricing of $1.2 million, and were partially offset by $5.0 million of incremental sales due to the ~~effect of favorable currency translation of $0.7~~Tuffy acquisition, in the Distribution Segment, on August 26, 2019. Tuffy’s historical annual sales are approximately $20 million.

Net sales in the Material Handling Segment ~~increased $14.2~~decreased $18.8 million or ~~16%~~18% for the ~~three months~~quarter ended ~~September 30, 2017~~March 31, 2020 compared to the ~~three months~~quarter ended ~~September 30, 2016.~~March 31, 2019. The ~~increase~~decrease in net sales was due to lower volume of $17.6 million and lower pricing of $1.2 million. The lower volume was primarily due to ~~higher sales volume of approximately $12.8 million, mainly due to increased demand~~declines in the ~~Company’s consumer and~~vehicle market, food and beverage ~~markets, higher pricing of $0.7 million,~~market and the ~~effect of favorable foreign currency translation of $0.7 million.~~industrial market.

Net sales in the Distribution Segment ~~decreased $2.8~~increased $2.0 million or 7%6% for the ~~three months~~quarter ended ~~September 30, 2017~~March 31, 2020 compared to the ~~three months~~quarter ended ~~September 30, 2016,~~March 31, 2019, primarily ~~the~~as a result of $5.0 million of incremental sales due to the Tuffy acquisition partially offset by lower ~~sales~~ volume of ~~approximately $3.3 million offset by higher pricing of $0.5~~$3.0 million.

	Three Months Ended September 30,											Quarter Ended March 31,
(dollars in millions)	2017			2016			Change		% Change			2020			2019			Change			% Change
Cost of sales	$	103.3		$	96.8		$	6.5		7	%	$	79.8		$	93.6		$	(13.8	)		(15	)%
Gross profit	$	40.7		$	35.9		$	4.8		13	%	$	42.5		$	45.6		$	(3.1	)		(7	)%
Gross profit as a percentage of sales		28.3	%		27.1	%							34.8	%		32.7	%

Gross profit margin increased to ~~28.3%~~34.8% in the ~~three months~~quarter ended ~~September 30, 2017~~March 31, 2020 compared to ~~27.1%~~32.7% for the ~~three months~~quarter ended ~~September 30, 2016,~~March 31, 2019, primarily due to ~~improved mix within the higher sales volumes noted~~lower commodity raw material costs.

Gross profit decreased $3.1 million, or 7%, primarily due to lower volume as described under Net Sales above, ~~mainly in the food and beverage and consumer end markets, as well as the higher pricing of $1.2 million. These effects were partially~~partly offset by ~~restructuring costs of $1.9 million within the Material Handling Segment, as well as higher~~lower commodity raw material costs.

	Three Months Ended September 30,											Quarter Ended March 31,
(dollars in millions)	2017			2016			Change		% Change			2020			2019			Change			% Change
SG&A expenses	$	36.4		$	32.6		$	3.8		12	%	$	31.1		$	34.5		$	(3.4	)		(10	)%
SG&A expenses as a percentage of sales		25.3	%		24.6	%							25.4	%		24.8	%

Selling, general and administrative (“SG&A”) expenses for the ~~three months~~quarter ended ~~September 30, 2017~~March 31, 2020 were ~~$36.4~~$31.1 million, ~~an increase~~a decrease of ~~$3.8~~$3.4 million or ~~12% compared to the same period in the prior year. SG&A expenses in the third quarter 2017 were impacted by higher incentive compensation of $3.9 million.~~

As further discussed in Note 4, the Company continued to execute on the restructuring plan within the Material Handling Segment initiated in the first quarter of 2017. The Company incurred a total of $2.1 million of restructuring costs in connection with the Plan during the three months ended September 30, 2017, as well as recognized $2.8 million in gains on sales of assets related to the closure and sale of the Bluffton, Indiana facility and certain related equipment.

As previously announced, the Company expects to save approximately $10 million on an annual basis as a result of the actions under the Plan, a portion of which began being realized starting in the third quarter of 2017. The Plan is expected to be substantially completed by the end of 2017.

~~Net interest expense for the three months ended September 30, 2017 of $1.8 million decreased~~ 10% ~~compared with $2.0 million for the three months ended September 30, 2016. Lower average outstanding borrowings for the period were partially offset with a higher average borrowing rate.~~

The Company’s effective tax rate of 38.5% for the three months ended September 30, 2017, decreased when compared with 56.3% for the three months ended September 30, 2016, primarily due to the mix of income by jurisdiction between periods, including those where no benefits are recognized on losses.

~~Comparison of the Nine Months Ended September 30, 2017 to the Nine Months Ended September 30, 2016~~

Net sales for the nine months ended September 30, 2017 were $428.1 million and were relatively flat with the nine months ended September 30, 2016. Net sales were negatively impacted by lower sales volume of approximately $4.0 million, offset by the effect of favorable foreign currency translation of approximately $2.2 million and higher pricing of $1.9 million.

Net sales in the Material Handling Segment increased $10.5 million or 4% for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. The increase in net sales was due to higher sales volume of $6.7 million, mainly in the consumer and food and beverage markets, higher pricing of $1.6 million, and the effect of favorable foreign currency translation of $2.2 million.

Net sales in the Distribution Segment decreased $10.4 million or 8% for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, primarily due to lower volume. The decrease in volume was across all product lines and regions, including our export and international channels.

Gross profit margin decreased to 28.5% in the nine months ended September 30, 2017 compared to 30.1% for the nine months ended September 30, 2016, primarily due to higher raw material costs and operating inefficiencies, as well as restructuring costs of $7.0 million within the Material Handling Segment. These impacts were partially offset by higher pricing and a favorable sales mix.

~~SG&A expenses for the nine months ended September 30, 2017 were $105.6 million, an increase of $2.5 million or 2%~~ compared to the same period in the prior year. SG&A expenses in the first ~~nine months of 2017~~quarter 2020 were impacted primarily ~~impacted~~ by ~~higher severance,~~lower compensation and ~~benefits~~benefit costs of ~~approximately $1.2~~$1.8 million, ~~and higher legal and professional fees of $1.3 million.~~

~~During the nine months ended September 30, 2017, the Company recorded an impairment charge~~lower freight of $0.5 million and savings from the Distribution Transformation Plan, that were partly offset by $0.9 million of incremental SG&A from the Tuffy acquisition on August 26, 2019. SG&A expense comparisons were also impacted by $0.9 million of restructuring costs incurred in the prior year related to ~~assets held for sale at its Scarborough, Ontario, Canada location, as discussed~~the implementation of the Distribution Transformation Plan that did not reoccur in ~~Note 2.~~

The Company recorded $9.9 million of non-cash impairment charges, primarily related to its Plasticos Novel do Nordeste S.A. (“Novel”) reporting unit during the nine months ended September 30, 2016, as discussed in Note 2.2020.

As ~~further~~ discussed in Note 4,6, the Company ~~initiated a~~has implemented various restructuring ~~plan in the first quarter of 2017 to improve the Company’s organizational structure and operational efficiency within~~programs.

In the Material Handling ~~Segment. The~~Segment, the Ameri-Kart Plan involves consolidation of two manufacturing facilities into a single new manufacturing facility, and is expected to be substantially completed in the second half of 2020. In connection with this plan, the Company plans to commence a new facility lease once construction of the new facility is substantially completed, as described in Note 16. Although site preparation for construction has ~~incurred a total of $7.1 million of~~commenced, no restructuring costs ~~in connection with the Plan~~were incurred during the ~~nine months~~quarters ended September 30, 2017, with additional costs under the Plan of approximately $0.8 million expected through the end of 2017. The Company also recorded $4.1 million in gains on sales of assets in the nine months ended September 30, 2017March 31, 2020 or 2019 related to the ~~closure and sale of the Bluffton, Indiana facility and certain related equipment.~~

Ameri-Kart Plan. As previously announced, the Company expects ~~to save~~annualized benefits of approximately ~~$10~~$1.5 million ~~on an annual basis as a result of~~upon completion.

The Distribution Transformation Plan was announced during the ~~actions under the Plan, a portion of which began being realized starting in the third~~first quarter of ~~2017. The Plan is to be~~2019 and was substantially completed by the end of ~~2017.~~2019. No costs were incurred during the quarter ended March 31, 2020. Restructuring costs of $0.9 million were incurred during the quarter ended March 31, 2019.

During the quarter ended March 31, 2019, the Company recognized a $0.9 million impairment charge in connection with classifying a previously-closed facility as held for sale. See further discussion in Note 4.

During the quarter ended March 31, 2020, the Company recorded a pre-tax gain of $11.9 million related to the sale to HC of the fully-reserved promissory notes and related accrued interest receivable in exchange for $1.2 million and the release from a lease guarantee with a carrying value of $10.7 million related to one of HC’s facilities as discussed in Note 5.

	Nine Months Ended September 30,												Quarter Ended March 31,
(dollars in millions)	2017			2016			Change			% Change			2020			2019			Change		% Change
Net interest expense	$	5.5		$	6.1		$	(0.6	)		(10	)%	$	1.1		$	1.0		$	0.1		10	%
Outstanding borrowings, net of deferred financing costs	$	158.0		$	197.9		$	(39.9	)		(20	)%
Average borrowing rate		5.05	%		4.61	%
Average outstanding borrowings, net													$	78.0		$	78.0		$	0.0		0	%
Weighted-average borrowing rate														6.24	%		6.23	%

Net interest expense for the ~~nine months~~quarter ended ~~September 30, 2017~~March 31, 2020 was ~~$5.5~~$1.1 million, an increase of $0.1 million, or 10%, compared ~~to $6.1~~with $1.0 million ~~during~~for the ~~nine months~~quarter ended ~~September 30, 2016.~~March 31, 2019. The ~~decrease in~~higher net interest expense iswas due primarily to lower ~~average outstanding borrowings during~~interest income in the ~~nine months ended September 30, 2017 as compared to the same period in 2016, partially offset by a slightly higher borrowing rate.~~

	Nine Months Ended September 30,						Quarter Ended March 31,
(dollars in millions)	2017			2016			2020			2019
Income from continuing operations before income taxes	$	14.5		$	9.2		$	22.2		$	9.2
Income tax expense	$	6.1		$	6.4		$	5.5		$	2.5
Effective tax rate		42.0	%		69.8	%		24.8	%		27.6	%

The ~~effective income tax rate for the nine months ended September 30, 2017 was different than the~~ Company’s effective tax rate was 24.8% for the ~~same period~~quarter ended March 31, 2020, compared to 27.6% for the quarter ended March 31, 2019. The decrease in ~~2016,~~the effective tax rate was primarily ~~due~~the result of lower non-deductible expenses. Refer to ~~losses in jurisdictions where the tax benefits are not recognized, which included the impairment charges in Brazil in 2016.~~

The Company’s primary sources of liquidity are cash on hand, cash generated from operations and availability under the Loan Agreement (defined below). At March 31, 2020, the Company had $73.2 million of cash, $194.2 million available under the Loan Agreement and outstanding debt with face value of $78.0 million. Based on this liquidity and borrowing capacity, the Company believes it is well-positioned to manage through the uncertainty caused by COVID-19. The Company believes that cash on hand, cash flows from operations and available capacity under its Loan Agreement will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital, debt service, and to fund future growth, including selective acquisitions.

~~Cash~~Net cash provided by operating activities from continuing operations was ~~$36.1~~$5.0 million for the ~~nine months~~quarter ended ~~September 30, 2017,~~March 31, 2020, compared to ~~$18.6~~$5.3 million in the same period in ~~2016.~~2019. The ~~improvement~~decrease was primarily due to ~~an increase in~~lower volume and its effects on working capital partly offset by lower incentive compensation payments.

Net cash provided by ~~working capital of $22.5~~operating activities from discontinued operations was $7.3 million ~~which~~in 2019 and resulted from ~~a swing~~the remaining receipt of the tax benefit from the worthless stock deduction related to the sale of the Brazil Business in ~~the cash provided by (used for) accounts payable and accrued expenses.~~2017.

~~Cash provided~~Net cash used by investing activities ~~from~~of continuing operations was $2.0 million for the quarter ended March 31, 2020 compared to cash provided of $1.6 million for the quarter ended March 31, 2019. During the first quarter of 2020 the Company paid the working capital adjustment of $0.7 million related to the 2019 acquisition of Tuffy discussed in Note 3. Capital expenditures were $2.5 million and $2.9 million for the ~~nine months~~quarter ended ~~September 30, 2017 compared~~March 31, 2020 and 2019, respectively. Full year 2020 capital expenditures are expected to ~~cash used~~be approximately $15 million. Proceeds from the sale of ~~$15.3 million for the nine months ended September 30, 2016. The Company paid a final working capital adjustment to the buyer of the~~ ~~Lawn and Garden business~~ ~~of approximately $4.0~~notes receivable were $1.2 million in ~~the first quarter of 2016,~~2020, as ~~described~~discussed in Note ~~3. The Company received proceeds of $8.1 million in the first nine months of 2017~~5. Proceeds from the sale of fixed assets ~~a significant portion~~were $4.5 million in 2019, substantially all of which was derived from the sale of ~~the Company’s Bluffton, Indiana facility and related equipment~~a building previously classified as ~~part of the Material Handling restructuring plan. Capital expenditures~~held for sale, as discussed in Note 4.

There were ~~$5.1 million and $11.5 million for the nine months ended September 30, 2017 and 2016, respectively. Full year capital expenditures in 2017 are expected to be approximately $7 to $9 million.~~

~~Net~~no net payments or borrowings on the credit facility ~~were $31.4 million~~ for the ~~nine months~~quarter ended ~~September 30, 2017 compared to net borrowings of $4.4 million for the nine months ended September 30, 2016.~~March 31, 2020 or 2019. The Company used cash to pay dividends of ~~$12.2~~$4.9 million and ~~$12.1~~$4.9 million for the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, respectively.

Total debt outstanding at September 30, 2017 was $158.0 million, net of $1.8 million of deferred financing costs, compared with $189.5 million at December 31, 2016. The Company’s Loan Agreement provides available borrowing up to $200 million, reduced for letters of credit issued. As of ~~September 30, 2017,~~March 31, 2020, the Company had ~~$4.4~~$5.8 million of letters of letters of credit issued related to insurance and other financing contracts in the ordinary course of business, including the $2 million provided to the EPA as described in Note 12, and there was ~~$135.8~~$194.2 million available under our Loan Agreement. Borrowings under the Loan Agreement bear interest at the LIBOR rate, prime rate, federal funds effective rate, the Canadian deposit offered rate, or the eurocurrency reference rate depending on the type of loan requested by the Company, in each case plus the applicable margin as set forth in the Loan Agreement.

At March 31, 2020, $78 million face value of Senior Unsecured Notes are outstanding. The series of four notes range in face value from $11 million to $40 million, with interest rates ranging from 4.67% to 5.45%, payable semiannually, and maturing between January 15, 2021 and 2026. The $40 million note of these Senior Unsecured Notes is due January 15, 2021.

As of ~~September 30, 2017,~~March 31, 2020, the Company was in compliance with all of its debt covenants. The most restrictive financial covenants for all of the Company’s debt are an interest coverage ratio (defined as earnings before interest, taxes, depreciation and amortization, as adjusted, divided by interest expense) and a leverage ratio (defined as total debt divided by earnings before interest, taxes, depreciation and amortization, as adjusted). The ratios as of and for the period ended ~~September 30, 2017~~March 31, 2020 are shown in the following table:

In September 2017, the Company made an offer to all holders of the $100 million Senior Unsecured Notes (“Notes”) to purchase all or a portion of the Notes prior to their maturity dates. In October 2017, one note holder accepted the offer and elected to tender $22 million in Notes. The Company purchased the Notes from the holder on October 31, 2017 and a loss on extinguishment of debt of approximately $1.9 million was recorded during the fourth quarter of 2017.Off-Balance Sheet Arrangements

The Company ~~believes~~does not have any off-balance sheet arrangements that ~~cash flows from~~have, or are reasonably expected to have, a material current or future effect on its financial condition, results of operations, ~~and available borrowing under its Loan Agreement will be sufficient to meet expected business requirements including~~liquidity, capital expenditures ~~dividends, working~~or capital ~~and debt service.~~

The Company has certain financing arrangements that require interest payments based on floating interest ~~rates. The~~rates, and to that extent, the Company’s financial results are subject to changes in the market rate of interest. 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 current debt levels at September 30, 2017, if market interest rates increase one percent,~~As of March 31, 2020, the ~~Company’s interest expense would increase approximately $0.6 million annually.~~Company has no borrowings outstanding under its floating rate debt.

Some of the Company’s subsidiaries operate in foreign countries and their financial results are subject to exchange rate movements. The Company has operations in Canada with foreign currency exposure, primarily due to U.S. dollar sales made from businesses in Canada to customers in the United ~~States (“U.S.”). These sales are denominated in U.S. dollars.~~States. The Company has 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 exposure generally ranges from $2$1 million to $7$3 million. The foreign currency contracts and arrangements created under this program are not designated as hedged items under ASC 815, Derivatives and Hedging, and accordingly, the changes in the fair value of the foreign currency arrangements, which have been immaterial, are recorded in the ~~statements~~Condensed Consolidated Statements of ~~operations.~~Operations (Unaudited). The Company’s foreign currency arrangements are typically three months or less and are settled before the end of a reporting period. At ~~September 30, 2017,~~March 31, 2020, the Company had no foreign currency arrangements or contracts in place.

The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. The cost of operations can be affected as the market for these commodities changes. The Company 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. Significant future increases in the cost of plastic resin or other adverse changes in the general economic environment could have a material adverse impact on the Company’s financial position, results of operations or cash flows.

The Company maintains disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 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.

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 as of ~~September 30, 2017.~~March 31, 2020.

During the ~~nine months~~quarter ended ~~September 30, 2017,~~March 31, 2020, there have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Certain legal proceedings in which the Company is involved are discussed in Note ~~10,~~12, Contingencies, in the Unaudited Condensed Consolidated Financial Statements in Part I of this report, and Part I, Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019. The Company’s disclosures relating to legal proceedings in Note 12, Contingencies, in the Unaudited Condensed Consolidated Financial Statements in Part I of this report is incorporated into Part II of this report by reference. The Company is 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.

For a discussion of risk factors related to the Company, refer to Part 1, Item 1A, “Risk Factors,” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The following risk factor should be read in conjunction with the risk factors described in the Annual Report on Form 10-K.

The COVID-19 pandemic could negatively affect our business, financial position, results of operations and/or liquidity.

In December 2019, a strain of coronavirus (COVID-19) first surfaced in Wuhan, China, and has since been labeled a pandemic and has spread rapidly to other areas of the world, including our primary markets. Regulatory actions in response to the COVID-19 pandemic have included closure of nonessential businesses and other requirements to maintain social distance and limit further spread of the coronavirus. Through the date of this report, most of our businesses are considered essential because they supply food and agricultural, automotive, healthcare, industrial and consumer end markets. Accordingly, these businesses have continued to operate. However, two manufacturing facilities of our Ameri-Kart business in the Material Handling segment and our Distribution business in Central America have been temporarily closed due to the regulatory requirements resulting from the pandemic. Beyond the impact of these temporary closures, some of our businesses will be affected by the broader economic effects from the COVID-19 and related regulatory actions, including customer demand for our products. While we have so far been able to source required materials and products at reasonable cost, the pandemic may also affect our supply chain in ways that are beyond our control. We may also incur costs or experience further disruption to comply with new or changing regulations in response to the pandemic.

The overall magnitude of the COVID-19 pandemic, including the extent of its direct and indirect impact on our business, financial position, results of operations or liquidity is inherently uncertain due to the rapid development and fluidity of the situation. Further, the ultimate impact of the COVID-19 pandemic depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the COVID-19 pandemic; the severity and duration of outbreaks of the virus; the impact of the COVID-19 pandemic and actions taken in response on global and regional economies, travel, and economic activity; the availability of federal, state, local or non-U.S. funding programs; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery, particularly in our end markets, when the COVID-19 pandemic subsides.

~~On July 11, 2013,~~The following table presents information regarding the ~~Board authorized the~~Company’s stock repurchase of up to 5.0 million shares of its common stock. This authorization was in addition to the 2011 Board authorized repurchase of up to 5.0 million shares. The Company completed the repurchase of approximately 2.0 million shares in 2011 pursuant to Rule 10b5-1 plans, which were adopted pursuant to the 2011 authorized share repurchase. The Company has repurchased a total of 5,547,665 shares of its common stock under this program and as of September 30, 2017, 2,452,335 shares of common stock remain available for repurchase under the Board authorization. The Company did not repurchase any shares of its common stockplan during the ~~three or nine months~~quarter ended ~~September 30, 2017.~~March 31, 2020.

Pursuant to the requirements ~~of Section 13 or 15(d)~~ 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.

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

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

Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
Common Stock, without par value		MYE		New York Stock Exchange

Large accelerated filer	☐	Accelerated filer	☑
Non-Accelerated filer	☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
		Emerging growth company	☐

Part I — Financial Information	1

Item 1. Financial Statements	1

Condensed Consolidated Statements of Operations (Unaudited)	1

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	2

Condensed Consolidated Statements of Financial Position (Unaudited)	3

Condensed Consolidated ~~Statement~~Statements of Shareholders’ Equity (Unaudited)	54

Condensed Consolidated Statements of Cash Flows (Unaudited)	65

Notes to Unaudited Condensed Consolidated Financial Statements	76

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820

Item 3. Quantitative and Qualitative Disclosures About Market Risk	2324

Item 4. Controls and Procedures	24

Part II — Other Information	25

Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 6. Exhibits	2526

~~Signatures~~Signature	2627

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 101

	March 31,
	2020
Balance at January 1	$	1,356
Provision for expected credit loss, net of recoveries		148
Write-offs and other		(231	)
Balance at March 31	$	1,273




☑	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	Common Shares		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at January 1, 2017	$	18,234	$	202,033	$	(34,174	)	$	(93,060	)	$	93,033
Net income		—		—		—			8,364			8,364
Foreign currency translation adjustment		—		—		3,491			—			3,491
Shares issued under incentive plans, net of shares withheld for tax		184		2,067		—			—			2,251
Stock compensation expense		—		3,018		—			—			3,018
Declared dividends - $0.41 per share		—		—		—			(12,425	)		(12,425	)
Balance at September 30, 2017	$	18,418	$	207,118	$	(30,683	)	$	(97,121	)	$	97,732

	Foreign Currency			Defined Benefit Pension Plans			Total
Balance at January 1, 2017	$	(32,342	)	$	(1,832	)	$	(34,174	)
Other comprehensive income before reclassifications		3,491			—			3,491
Net current-period other comprehensive income		3,491			—			3,491
Balance at September 30, 2017	$	(28,851	)	$	(1,832	)	$	(30,683	)


	For the Quarter Ended March 31, 2020
	Material Handling		Distribution		Inter-company			Consolidated
Consumer	$	20,287	$	—	$	—		$	20,287
Vehicle		16,312		—		—			16,312
Food and beverage		17,419		—		—			17,419
Industrial		30,058		—		(21	)		30,037
Auto aftermarket		—		38,195		—			38,195
Total net sales	$	84,076	$	38,195	$	(21	)	$	122,250

	For the Quarter Ended March 31, 2019
	Material Handling		Distribution		Inter-company			Consolidated
Consumer	$	17,785	$	—	$	—		$	17,785
Vehicle		22,520		—		—			22,520
Food and beverage		25,149		—		—			25,149
Industrial		37,497		—		(10	)		37,487
Auto aftermarket		—		36,174		—			36,174
Total net sales	$	102,951	$	36,174	$	(10	)	$	139,115

	March 31,			December 31,			Statement of Financial Position
	2020			2019			Classification
Returns, discounts and other allowances	$	(797	)	$	(589	)	Accounts receivable
Right of return asset		303			312		Inventories, net
Customer deposits		(226	)		(269	)	Other current liabilities
Accrued rebates		(2,168	)		(2,349	)	Other current liabilities

Assets acquired:
Accounts receivable	$	2,105
Inventories		2,719
Prepaid expenses		43
Property, plant and equipment		124
Right of use asset - operating leases		229
Intangible assets		8,400
Goodwill		7,143
Assets acquired	$	20,763

Liabilities assumed:
Accounts payable	$	1,675
Accrued expenses		143
Operating lease liability - short term		112
Operating lease liability - long term		117
Total liabilities assumed		2,047

Net acquisition cost	$	18,716

	Fair Value		Weighted Average Estimated Useful Life
Customer relationships	$	7,300	7.3 years
Trade name		500	5.0 years
Non-competition agreements		600	5.0 years
Total amortizable intangible assets	$	8,400

	For the Three Months Ended September 30, 2017		For the Nine Months Ended September 30, 2017
Cost of sales	$	1,908	$	6,968
Selling, general and administrative expenses		164		164
	$	2,072	$	7,132

	Employee Reduction			Accelerated Depreciation			Other Exit Costs			Total
Balance at January 1, 2017	$	—		$	—		$	—		$	—
Charges to expense		2,868			2,018			2,246			7,132
Cash payments		(773	)		—			(1,929	)		(2,702	)
Non-cash utilization		—			(2,018	)		—			(2,018	)
Balance at September 30, 2017	$	2,095		$	—		$	317		$	2,412

		For the Quarter Ended March 31,
Lease Cost	Classification	2020		2019
Operating lease cost ⁽¹⁾	Cost of sales	$	399	$	415
Operating lease cost ⁽¹⁾	Selling, general and administrative expenses		441		471
Total lease cost		$	840	$	886

	For the Quarter Ended March 31,
Supplemental Cash Flow Information	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	622	$	561
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	—	$	70

Lease Term and Discount Rate	March 31, 2020			December 31, 2019
Weighted-average remaining lease term (years)
Operating leases		4.16			4.23
Weighted-average discount rate
Operating leases		5.0	%		5.0	%

Maturity of Lease Liabilities - As of March 31, 2020	Operating Leases
2020 ⁽¹⁾	$	1,682
2021		1,339
2022		1,189
2023		1,016
2024		339
After 2024		621
Total lease payments		6,186
Less: Interest		(605	)
Present value of lease liabilities	$	5,581

Income (loss) from continuing operations before income taxes
Material Handling	$	10,325		$	4,378		$	29,839		$	26,152
Distribution		3,179			3,301			7,742			9,803
Corporate		(6,393	)		(4,693	)		(17,532	)		(20,674	)
Total operating income		7,111			2,986			20,049			15,281
Interest expense, net		(1,785	)		(2,015	)		(5,545	)		(6,087	)
Income from continuing operations before income taxes	$	5,326		$	971		$	14,504		$	9,194

	Required Level	Actual Level
Interest Coverage Ratio	3.00 to 1 (minimum)		~~7.03~~14.04
Leverage Ratio	~~3.50~~3.25 to 1 (maximum)		~~2.58~~1.22

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs		Maximum number of Shares that may yet be Purchased Under the Plans or Programs (1)
1/1/2020 to 1/31/2020		—	$	—		5,547,665		2,452,335
2/1/2020 to 2/29/2020		—		—		5,547,665		2,452,335
3/1/2020 to 3/31/2020		—		—		5,547,665		2,452,335

~~2(a)~~3(a)	Asset Purchase Agreement, dated as of May 30, 2014, among Scepter Corporation, SHI Properties Inc., CA Acquisition Inc., and Myers Industries, Inc. Reference is made to Exhibit 2.1 to Form 8-K filed with the Commission on July 7, 2014.**
~~2(b)~~	Unit Purchase Agreement, dated as of May 30, 2014, among Eco One Holdings, Inc., Crown US Acquisition Company, and Myers Industries, Inc. Reference is made to Exhibit 2.2 to Form 8-K filed with the Commission on July 7, 2014.**
~~2(c)~~	Indemnification Agreement, dated as of May 30, 2014 among Scepter Corporation, SHI Properties Inc., Eco One Holdings, Inc., Crown US Acquisition Company, and CA Acquisition Inc. Reference is made to Exhibit 2.3 to Form 8-K filed with the Commission on July 7, 2014.**
~~2(d)~~	First Amendment to the Asset Purchase Agreement, Unit Purchase Agreement and Indemnification Agreement, dated as of July 2, 2014, among Scepter Corporation, SHI Properties Inc., CA Acquisition Inc., Eco One Holdings, Inc., Crown US Acquisition Company, and Myers Industries, Inc. Reference is made to Exhibit 2.4 to Form 8-K filed with the Commission on July 7, 2014.**
~~2(e)~~	Amended and Restated Asset Purchase Agreement, dated as of February 17, 2015, among Myers Industries, Inc., MYE Canada Operations, Inc., and the HC Companies, Inc. Reference is made to Exhibit 2.1 to Form 8-K filed with the Commission on February 18, 2015.**
~~3(a)~~	Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to Exhibit 3(a) to Form 10-K filed with the Commission on March 16, 2005.
3(b)		Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit 3.1 to Form 8-K filed with the Commission on April ~~12, 2013.~~30, 2020.
10(a)		Senior Officer Severance Plan.* Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on February 27, 2020.
10(b)		Addendum to Senior Officer Severance Plan between the Company and Michael McGaugh.* Reference is made to Exhibit 10.1 to Form 8-K filed with the Commission on March 16, 2020.
10(c)		Non-Competition and Confidentiality Agreement between the Company and Michael McGaugh.* Reference is made to Exhibit 10.2 to Form 8-K filed with the Commission on March 16, 2020.
31.1		Certification of ~~R. David Banyard,~~Michael P. McGaugh, President and Chief Executive Officer of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of ~~Matteo Anversa,~~Kevin L. Brackman, Executive Vice President and Chief Financial Officer ~~and Corporate Secretary~~ of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of ~~R. David Banyard,~~Michael P. McGaugh, President and Chief Executive Officer, and ~~Matteo Anversa,~~Kevin L. Brackman, Executive Vice President and Chief Financial Officer, ~~and Corporate Secretary,~~ of Myers Industries, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following financial information from Myers Industries, Inc. Quarterly Report on Form 10-Q for the quarterly period ended ~~September 30, 2017,~~March 31, 2020, formatted in XBRL includes: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Financial Position, (iv) Condensed Consolidated ~~Statement~~Statements of Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.


	MYERS INDUSTRIES, INC.
~~November 7, 2017~~	~~/s/ Matteo Anversa~~
	~~Matteo Anversa~~
	~~Executive Vice President~~ ~~Chief Financial Officer and Corporate Secretary~~ ~~(Principal Financial Officer)~~
~~November 7, 2017~~May 6, 2020	/s/ Kevin L. Brackman
	Kevin L. Brackman
	Executive Vice President and Chief ~~Accounting~~Financial Officer (Principal Financial and Accounting Officer)