MYERS INDUSTRIES INC, 10-Q filed on 11/8/2016
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2016
Oct. 31, 2016
Document And Entity Information [Abstract]
 
 
Entity Registrant Name
MYERS INDUSTRIES INC 
 
Entity Central Index Key
0000069488 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Accelerated Filer 
 
Document Type
10-Q 
 
Document Period End Date
Sep. 30, 2016 
 
Document Fiscal Year Focus
2016 
 
Document Fiscal Period Focus
Q3 
 
Amendment Flag
false 
 
Entity Common Stock, Shares Outstanding
 
29,922,024 
Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Income Statement [Abstract]
 
 
 
 
Net sales
$ 132,676 
$ 141,661 
$ 427,998 
$ 462,344 
Cost of sales
96,758 
99,975 
299,373 
324,320 
Gross profit
35,918 
41,686 
128,625 
138,024 
Selling, general and administrative expenses
32,932 
39,108 
103,470 
108,987 
Impairment charges
9,874 
Operating income
2,986 
2,578 
15,281 
29,037 
Interest expense, net
2,015 
1,729 
6,087 
6,899 
Income from continuing operations before income taxes
971 
849 
9,194 
22,138 
Income tax expense
547 
218 
6,422 
7,960 
Income from continuing operations
424 
631 
2,772 
14,178 
Income (loss) from discontinued operations, net of income tax
(10)
(298)
(257)
2,813 
Net income
$ 414 
$ 333 
$ 2,515 
$ 16,991 
Income per common share from continuing operations:
 
 
 
 
Basic
$ 0.01 
$ 0.02 
$ 0.09 
$ 0.46 
Diluted
$ 0.01 
$ 0.02 
$ 0.09 
$ 0.45 
Income (loss) per common share from discontinued operations:
 
 
 
 
Basic
$ 0 
$ (0.01)
$ (0.01)
$ 0.09 
Diluted
$ 0 
$ (0.01)
$ (0.01)
$ 0.09 
Net income per share:
 
 
 
 
Basic
$ 0.01 
$ 0.01 
$ 0.08 
$ 0.55 
Diluted
$ 0.01 
$ 0.01 
$ 0.08 
$ 0.54 
Dividends declared per share
$ 0.14 
$ 0.14 
$ 0.41 
$ 0.41 
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Statement Of Income And Comprehensive Income [Abstract]
 
 
 
 
Net income
$ 414 
$ 333 
$ 2,515 
$ 16,991 
Other comprehensive income (loss)
 
 
 
 
Foreign currency translation adjustment
(823)
(11,833)
6,009 
(32,718)
Comprehensive income (loss)
$ (409)
$ (11,500)
$ 8,524 
$ (15,727)
Condensed Consolidated Statements of Financial Position (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Current Assets
 
 
Cash
$ 5,538 
$ 7,344 
Restricted cash
8,627 
8,627 
Accounts receivable, less allowances of $926 and $559, respectively
77,517 
77,633 
Inventories
 
 
Finished and in-process products
34,314 
39,840 
Raw materials and supplies
14,270 
14,898 
Inventory net
48,584 
54,738 
Prepaid expenses and other assets
5,396 
5,966 
Total Current Assets
145,662 
154,308 
Other Assets
 
 
Goodwill
59,459 
64,035 
Intangible assets, net
50,555 
58,530 
Deferred income taxes
103 
840 
Notes receivable
18,204 
17,981 
Other
3,087 
2,324 
Total other non current assets
131,408 
143,710 
Property, Plant and Equipment, at Cost
 
 
Land
8,614 
7,960 
Buildings and leasehold improvements
63,672 
62,519 
Machinery and equipment
331,589 
345,277 
Property, Plant and Equipment, at cost
403,875 
415,756 
Less allowances for depreciation and amortization
(285,590)
(284,983)
Property, plant and equipment, net
118,285 
130,773 
Total Assets
395,355 
428,791 
Current Liabilities
 
 
Accounts payable
51,025 
71,310 
Accrued expenses
 
 
Employee compensation
11,435 
17,832 
Taxes, other than income taxes
2,069 
1,733 
Accrued interest
1,965 
2,709 
Other
13,651 
23,228 
Total Current Liabilities
80,145 
116,812 
Long-term debt
197,930 
191,881 
Other liabilities
9,372 
12,354 
Deferred income taxes
9,133 
10,041 
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 29,919,381 and 29,521,566; net of treasury shares of 8,033,076 and 8,430,891, respectively)
18,163 
17,895 
Additional paid-in capital
201,219 
196,743 
Accumulated other comprehensive loss
(33,101)
(39,110)
Retained deficit
(87,506)
(77,825)
Total Shareholders’ Equity
98,775 
97,703 
Total Liabilities and Shareholders’ Equity
$ 395,355 
$ 428,791 
Condensed Consolidated Statements of Financial Position (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Statement Of Financial Position [Abstract]
 
 
Allowances for accounts receivable
$ 926 
$ 559 
Preferred Shares, shares authorized (in shares)
1,000,000 
1,000,000 
Preferred Shares, shares issued (in shares)
Preferred Shares, shares outstanding (in shares)
Common Shares, shares authorized (in shares)
60,000,000 
60,000,000 
Common Shares, shares outstanding (in shares)
29,919,381 
29,521,566 
Common shares, treasury (in shares)
8,033,076 
8,430,891 
Condensed Consolidated Statement of Shareholders' Equity (USD $)
In Thousands, unless otherwise specified
Total
Common Shares
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Retained Deficit
Beginning balance at Dec. 31, 2015
$ 97,703 
$ 17,895 
$ 196,743 
$ (39,110)
$ (77,825)
Stockholders' Equity [Roll Forward]
 
 
 
 
 
Net income
2,515 
2,515 
Foreign currency translation adjustment
6,009 
6,009 
Shares exercised and issued under incentive plans, net of shares withheld for tax
2,236 
268 
1,968 
Stock compensation expense
2,369 
2,369 
Tax benefit from stock-based compensation
139 
139 
Declared dividends - $.41 per share
(12,196)
(12,196)
Ending balance at Sep. 30, 2016
$ 98,775 
$ 18,163 
$ 201,219 
$ (33,101)
$ (87,506)
Condensed Consolidated Statement of Shareholders' Equity (Parenthetical)
9 Months Ended
Sep. 30, 2016
Dividends declared per share (in dollars per share)
$ 0.41 
Retained Deficit
 
Dividends declared per share (in dollars per share)
$ 0.41 
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Cash Flows From Operating Activities
 
 
Net income
$ 2,515 
$ 16,991 
Income (loss) from discontinued operations, net of income taxes
(257)
2,813 
Income from continuing operations
2,772 
14,178 
Adjustments to reconcile income from continuing operations to net cash provided by (used for) operating activities
 
 
Depreciation
18,465 
19,216 
Amortization
7,428 
7,854 
Non-cash stock-based compensation expense
2,804 
3,989 
Deferred taxes
(1,985)
2,301 
Excess tax benefit from stock-based compensation
(139)
(211)
Impairment charges
9,874 
Other
184 
(463)
Payments on performance based compensation
(1,794)
(1,318)
Accrued interest income on note receivable
(948)
(750)
Other long-term liabilities
(431)
644 
Cash flows provided by (used for) working capital
 
 
Accounts receivable
1,057 
(5,603)
Inventories
7,349 
(271)
Prepaid expenses and other assets
484 
(168)
Accounts payable and accrued expenses
(26,520)
(32,260)
Net cash provided by (used for) operating activities - continuing operations
18,600 
7,138 
Net cash provided by (used for) operating activities - discontinued operations
(11,330)
Net cash provided by (used for) operating activities
18,600 
(4,192)
Cash Flows From Investing Activities
 
 
Capital expenditures
(11,490)
(17,669)
Proceeds from sale of property, plant and equipment
194 
145 
Proceeds (payments) related to sale of business
(4,034)
69,787 
Net cash provided by (used for) investing activities - continuing operations
(15,330)
52,263 
Net cash provided by (used for) investing activities - discontinued operations
(581)
Net cash provided by (used for) investing activities
(15,330)
51,682 
Cash Flows From Financing Activities
 
 
Net borrowing (repayments) on credit facility
4,440 
(16,157)
Cash dividends paid
(12,143)
(12,550)
Proceeds from issuance of common stock
2,582 
1,553 
Excess tax benefit from stock-based compensation
139 
211 
Repurchase of common stock
(18,613)
Shares withheld for employee taxes on equity awards
(925)
(975)
Net cash provided by (used for) financing activities - continuing operations
(5,907)
(46,531)
Net cash provided by (used for) financing activities - discontinued operations
Net cash provided by (used for) financing activities
(5,907)
(46,531)
Foreign exchange rate effect on cash
831 
(395)
Net increase (decrease) in cash
(1,806)
564 
Cash at January 1
7,344 
4,676 
Cash at September 30
$ 5,538 
$ 5,240 
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

1.  Summary of Significant Accounting Policies

Basis of Presentation

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 without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“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, 2015.

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, 2016, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2016.

Accounting Standards Adopted

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-16, Simplifying the Accounting for Measurement-Period Adjustments in relation to business combinations. Under existing standards, the measurement-period adjustments are calculated as if they were known at the acquisition date, and are recognized by revising information in prior periods. Under the new standard, measurement-period adjustments continue to be calculated as if they were known at the acquisition date, but are recognized in the reporting period in which they are determined, with no revisions to prior periods relating to the business combination. In addition to the disclosure requirement explaining the nature and amount of the measurement-period adjustments, additional disclosures are required to explain the impact on current period income statement line items of adjustments that would have been recognized in prior periods if such period information had been revised. ASU 2015-16 became effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015, with early adoption permitted. Adoption of ASU 2015-16 in the first quarter of 2016 did not have an impact on the Company's results of operations, cash flows or financial position.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-03) - Simplifying the Presentation of Debt Issuance Costs, which requires unamortized debt issuance costs to be presented as a reduction of the corresponding debt liability rather than a separate asset. The Company adopted ASU 2015-03 retrospectively in the first quarter of 2016. As a result of the retrospective adoption, the Company reclassified unamortized debt issuance cost of $1,125 as of December 31, 2015 from other non-current assets to a reduction of long-term debt in the Condensed Consolidated Statements of Financial Position (Unaudited). Adoption of ASU 2015-03 did not have an impact on the Company’s results of operations or cash flows.

Accounting Standards Not Yet Adopted

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. This ASU is effective for fiscal years beginning after December 15, 2019 including interim periods within that reporting period, with early adoption permitted for fiscal years beginning after December 15, 2018. The Company does not anticipate that adoption of this standard will have a significant impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation - Improvements to Employee Share-Based Payment Accounting, which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards 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. This ASU is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the policy election and 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 August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Under ASU 2014-15, management will be required to perform interim and annual assessments of the Company’s ability to continue as a going concern within one year of the date the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial statement disclosures.

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, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Under the original issuance, the new standard would have been effective beginning January 1, 2017. In August 2015, the FASB issued ASU 2015-14 which delays the standard effective date by one year. In accordance with this delay, the new standard will be effective for the Company beginning January 1, 2018. Early adoption is permitted, but not before the original effective date of the standard. Companies can transition to the new standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  The Company is currently evaluating the impact the adoption of this guidance, along with subsequent guidance updates and clarifications, will have on its consolidated financial statements as well as the method by which the Company will adopt the new standard.  

Translation of Foreign Currencies

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.

Fair Value Measurement

The Company follows guidance included in the Accounting Standards Codification (“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:

 

Level 1:

Unadjusted quoted prices in active markets for identical assets or liabilities.

 

Level 2:

Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs that are observable either directly or indirectly.

 

Level 3:

Unobservable inputs for which there is little or no market data or which reflect the entity’s own assumptions.

The Company has financial instruments, including cash, accounts receivable, accounts payable and accrued expenses. The fair value of these financial instruments approximate 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 10, 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, 2016 and December 31, 2015, the aggregate fair value of the Company's $100.0 million fixed rate senior unsecured notes was estimated at $102.1 million.

Revenue Recognition

The Company recognizes revenues from the sale of products, net of 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.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) are as follows:

 

 

 

Foreign

Currency

 

 

Defined Benefit

Pension Plans

 

 

Total

 

Balance at January 1, 2016

 

$

(37,447

)

 

$

(1,663

)

 

$

(39,110

)

Other comprehensive income (loss) before reclassifications

 

 

6,009

 

 

 

 

 

 

6,009

 

Net current-period other comprehensive income (loss)

 

 

6,009

 

 

 

 

 

 

6,009

 

Balance at September 30, 2016

 

$

(31,438

)

 

$

(1,663

)

 

$

(33,101

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2015

 

$

(9,825

)

 

$

(1,863

)

 

$

(11,688

)

Other comprehensive income (loss) before reclassifications

 

 

(22,227

)

 

 

 

 

 

(22,227

)

Amounts reclassified from accumulated other comprehensive loss (1)

 

 

(10,491

)

 

 

 

 

 

(10,491

)

Net current-period other comprehensive income (loss)

 

 

(32,718

)

 

 

 

 

 

(32,718

)

Balance at September 30, 2015

 

$

(42,543

)

 

$

(1,863

)

 

$

(44,406

)

 

(1)

Cumulative translation adjustment associated with the sale of the Lawn and Garden business was included in the carrying value of assets disposed of.

Cash

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 and believes that the risk of loss is minimal.

 

Impairment Charges
Impairment Charges

2.  Impairment Charges

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 method 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 preliminary step two analysis was completed 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 as of March 31, 2016, recorded an estimated non-cash impairment charge of $8.5 million, which was reported in impairment charges in the Condensed Consolidated Statements of Operations (Unaudited) in the first quarter of 2016.  The Company finalized the fair value analysis in the second quarter of 2016 and determined the estimated impairment charge recorded in the first quarter of 2016 was appropriate. As a result, no additional impairment charges were recorded in the second or third quarters of 2016 related to Novel.

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

Discontinued Operations
Discontinued Operations

3.  Discontinued Operations

During the second quarter of 2014, the Company’s Board of Directors approved the commencement of the sale process to divest its Lawn and Garden business to allow it to focus resources on its core growth platforms. The Lawn and Garden business served the North American horticulture market with plastic products such as seedling trays, nursery products, hanging baskets, custom print containers as well as decorative resin planters. The business was sold February 17, 2015 to an entity controlled by Wingate Partners V, L.P., a private equity firm, for $110.0 million, subject to a working capital adjustment. The sale of the Lawn and Garden business included manufacturing facilities and offices located in Twinsburg, Ohio; Middlefield, Ohio; Elyria, Ohio; Sparks, Nevada; Sebring, Florida; Brantford, Ontario; and Burlington, Ontario. The terms 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, which is reflected as restricted cash in the Consolidated Statements of Financial Position (Unaudited). The escrow was scheduled to settle by August 2016, but has been extended until indemnification claims are resolved, as described in Note 9.  The fair market value of the notes at February 17, 2015 was $17.8 million and is included in notes receivable in the accompanying Condensed Consolidated Statements of Financial Position (Unaudited), in which the carrying value represents the fair value at date of sale plus accretion as of September 30, 2016. The fair value of the notes receivable was calculated using level 2 inputs as defined in Note 1. A disagreement between the parties over the calculation of the final working capital adjustment was resolved on March 9, 2016. As a result, the Company recorded an additional gain of $0.6 million, net of tax, in the fourth quarter of 2015. The final working capital adjustment resulted in a cash payment to the buyer of approximately $4.0 million in the first quarter of 2016. A gain on sale of $3.8 million, net of tax, was included in income (loss) from discontinued operations, net of income taxes in the accompanying Condensed Consolidated Statements of Operations (Unaudited) for the nine months ended September 30, 2015.

Summarized selected financial information for the Lawn and Garden business for the three and nine months ended September 30, 2016 and 2015 are presented in the following table:

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2016

 

 

2015*

 

 

2016

 

 

2015*

 

Net sales

 

$

 

 

$

 

 

$

 

 

$

29,335

 

Loss from discontinued operations before income taxes

 

$

 

 

$

(251

)

 

$

 

 

$

(1,214

)

Income tax expense (benefit)

 

 

 

 

 

47

 

 

 

 

 

 

(262

)

Income (loss) from discontinued operations

 

 

 

 

 

(298

)

 

 

 

 

 

(952

)

 

Gain (loss) on sale of discontinued operations, inclusive of tax

   provision (benefit) of ($35) for the three months ended

   September 30, 2016 and $97 and ($2,206) for the

   nine months ended September 30, 2016 and 2015, respectively

 

 

(10

)

 

 

 

 

 

(257

)

 

 

3,765

 

Income (loss) from discontinued operations, net of income taxes

 

$

(10

)

 

$

(298

)

 

$

(257

)

 

$

2,813

 

 

*

Includes Lawn and Garden operating results through February 17, 2015.

 

Inventories
Inventories

4.  Inventories

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 40 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 the 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 subject to many factors beyond management’s control, estimated interim results, which were immaterial, are subject to change in the final year-end LIFO inventory valuation and therefore, no adjustment was recorded as of September 30, 2016.

Other Accrued Expenses
Other Accrued Expenses

5.  Other Accrued Expenses

The balance in other accrued expenses is comprised of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

Deposits and amounts due to customers

 

$

3,110

 

 

$

9,351

 

Dividends payable

 

 

4,242

 

 

 

4,190

 

Accrued litigation and professional fees

 

 

681

 

 

 

308

 

Other accrued expenses

 

 

5,618

 

 

 

9,379

 

 

 

$

13,651

 

 

$

23,228

 

 

Goodwill and Intangible Assets
Goodwill and Intangible Assets

6.  Goodwill and Intangible Assets

The change in goodwill for the nine months ended September 30, 2016 was as follows:

 

 

 

Distribution

 

 

Material

Handling

 

 

Total

 

January 1, 2016

 

$

505

 

 

$

63,530

 

 

$

64,035

 

Foreign currency translation

 

 

 

 

 

1,100

 

 

 

1,100

 

Impairment charges

 

 

 

 

 

(5,676

)

 

 

(5,676

)

September 30, 2016

 

$

505

 

 

$

58,954

 

 

$

59,459

 

 

Intangible assets other than goodwill primarily consist of trade names, customer relationships, patents and technology assets established in connection with acquisitions. These intangible assets, other than certain trade names, are amortized over their estimated useful lives. The Company has indefinite-lived trade names which had a carrying value of $10.9 million and $10.9 million at September 30, 2016 and December 31, 2015, respectively.

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

 

Net Income (Loss) Per Common Share
Net Income (Loss) Per Common Share

7.  Net Income (Loss) Per Common Share

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,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Weighted average common shares outstanding basic

 

 

29,849,005

 

 

 

30,674,604

 

 

 

29,682,798

 

 

 

30,873,594

 

Dilutive effect of stock options and restricted stock

 

 

226,473

 

 

 

275,968

 

 

 

266,913

 

 

 

339,488

 

Weighted average common shares outstanding diluted

 

 

30,075,478

 

 

 

30,950,572

 

 

 

29,949,711

 

 

 

31,213,082

 

 

Options to purchase 569,050 shares of common stock that were outstanding 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. Options to purchase 463,200 shares of common stock that were outstanding for the three and nine months ended September 30, 2015 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.

Stock Compensation
Stock Compensation

8.  Stock Compensation

The Company’s Amended and Restated 2008 Incentive Stock Plan (the “2008 Plan”) authorizes the Compensation Committee of the Board of Directors to issue up to 4,000,000 shares of various types of stock-based awards including stock options, restricted stock, restricted stock units and stock appreciation rights 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 2016, the Company granted 271,350 stock options with a weighted average exercise price of $11.62 and a weighted average fair value of $3.45. The fair value of options granted is estimated using a binomial lattice option pricing model. Also in March 2016, the Company granted 124,150 and 91,700 time-based and performance-based restricted stock units, respectively, with a weighted average fair value of $11.62. In September 2016, the Company granted 21,106 time-based restricted stock units, with a fair value of $13.03.   

Stock compensation expense reduced income before taxes approximately $0.7 million and $2.4 million for the three months ended September 30, 2016 and 2015, respectively and $2.8 million and $4.0 million for the nine months ended September 30, 2016 and 2015, respectively. These expenses are included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations (Unaudited). Total unrecognized compensation cost related to non-vested stock-based compensation arrangements at September 30, 2016 was approximately $5.0 million, which will be recognized over the next three years, as such compensation is earned.

 

Contingencies
Contingencies

9.  Contingencies

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.

New Idria Mercury Mine

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 Company are engaged in negotiations with the EPA with respect to a draft Administrative Order proposed by the EPA for the Remedial Investigation/Feasibility Study (“RI/FS”) to determine the extent of remediation necessary and the screening of alternatives.  The New Idria Mine is located near Hollister, California and was added to the Superfund National Priorities List by the EPA in October 2011, at which time the Company recognized expense of $1.9 million related to performing the RI/FS.   In the second quarter of 2016, the Company, based on discussions with the EPA, determined that the RI/FS will 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.  As part of the Notice Letter, the EPA also made a claim for approximately $1.6 million in past costs for actions it claims it has taken in connection with the New Idria Mine since 1993.  While the Company is challenging these past cost claims, in 2015 the Company recognized expense of $1.3 million related to these past claims.  

As of September 30, 2016, the Company has a total reserve of $2.6 million related to the New Idria Mine, classified in Other Liabilities on the Condensed Consolidated Statements of Financial Position (Unaudited).

As negotiations with the EPA proceed it is possible that adjustments to the aforementioned reserves will be necessary to reflect new information. 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 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.

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 the final remediation strategy has not yet been determined.

New Almaden Mine (formerly referred to as Guadelupe River Watershed)

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 original cost estimate of $1.6 million of implementing the project. 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 $0.3 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.  During the third quarter of 2016, the Company completed a detailed review of the support provided by the County for the revised estimate. As a result of this detailed review, the Company recognized additional expense of $0.6 million and $1.2 million for the three and nine months ended September 30, 2016, respectively.  As of September 30, 2016, the Company has a total reserve of $1.6 million related to the New Almaden Mine, classified in Other Liabilities on the Condensed Consolidated Statements of Financial Position (Unaudited).  

The project has not yet been implemented though significant work on design and planning has been performed. Field work on the project is expected to commence in 2017.  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.

Lawn and Garden Indemnification Claim

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. The Company believes these Claims are without merit and intends to vigorously defend its position. As described in Note 3, approximately $8.6 million of the sale proceeds that were placed in escrow were due to be settled in August 2016, but has been extended until the Claims are resolved.  

Other

Buckhorn and Schoeller Arca Systems, Inc. (“SAS”) were plaintiffs in a patent infringement lawsuit against Orbis Corp. and Orbis Material Handling, Inc. (“Orbis”) for alleged breach by Orbis of an exclusive patent license agreement from SAS to Buckhorn. SAS is an affiliate of Schoeller Arca Systems Services B.V. (“SASS B.V.”), a Dutch company. SAS manufactures and sells plastic returnable packaging systems for material handling. In the course of the litigation, it was discovered that SAS had given a patent license agreement to a predecessor of Orbis that pre-dated the one that SAS sold to Buckhorn. As a result, judgment was entered in favor of Orbis, and the court awarded attorney fees and costs to Orbis in the amount of $3.1 million, plus interest and costs.

In May 2014, Orbis made demand to SAS that SAS pay the judgment in full, and subsequently in July 2014, Orbis made the same demand to Buckhorn. Buckhorn believed it was not responsible for any of the judgment because it was not a party to the Orbis license. Despite this belief, the Company recorded expense of $3.0 million during the third quarter of 2014 for the entire amount of the unpaid judgment. The United States Court of Appeals for the Federal Circuit reversed the judgment against Buckhorn on July 2, 2015, and found that Buckhorn was not liable to Orbis for any portion of the judgment entered in favor of Orbis. Accordingly, Myers reversed the accrual of $3.0 million during the second quarter of 2015, which was reflected as a reduction of selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations (Unaudited). The Federal Circuit Court of Appeals rejected Orbis' petition for rehearing and rehearing en banc. All opportunities for Orbis to appeal have expired. The United States District Court for the Southern District of Ohio has now released Buckhorn’s appellate bond. Buckhorn was also pursuing legal action against SAS and SASS B.V. for fraudulently selling an exclusive patent license they could not sell and related claims. In the third quarter 2016, the Company settled with SAS and SASS B.V. in return for a payment to the Company of $0.2 million, which was recorded as a reduction in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations (Unaudited). 

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.

 

Long-Term Debt and Loan Agreements
Long-Term Debt and Loan Agreements

10.  Long-Term Debt and Loan Agreements

Long-term debt consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

Loan Agreement

 

$

99,210

 

 

$

93,512

 

4.67% Senior Unsecured Notes due 2021

 

 

40,000

 

 

 

40,000

 

5.25% Senior Unsecured Notes due 2024

 

 

11,000

 

 

 

11,000

 

5.30% Senior Unsecured Notes due 2024

 

 

29,000

 

 

 

29,000

 

5.45% Senior Unsecured Notes due 2026

 

 

20,000

 

 

 

20,000

 

 

 

 

199,210

 

 

 

193,512

 

Less unamortized deferred financing costs

 

 

1,280

 

 

 

1,631

 

 

 

$

197,930

 

 

$

191,881

 

 

On December 13, 2013, the Company entered into a Fourth Amended and Restated Loan Agreement (the “Loan Agreement”). The Loan Agreement provided for a $200 million senior revolving credit facility expiring on December 13, 2018, which replaced the then existing $180 million facility. In addition, on May 30, 2014, the Company entered into a First Amendment to the Loan Agreement (the “Loan Amendment”). The Loan Amendment increased the senior revolving credit facility from $200 million to $300 million through December 2018 and provided for an additional subsidiary of the Company as a borrower and as a guarantor of the credit facility. Amounts borrowed under the agreement are secured by pledges of stock of certain of our foreign and domestic subsidiaries.

Under the terms of the Loan Agreement, the Company may borrow up to $300.0 million, reduced for letters of credit issued. As of September 30, 2016, the Company had $196.3 million available under the Loan Agreement. The Company had $4.5 million of letters of credit issued related to insurance and other financing contracts in the ordinary course of business at September 30, 2016. 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, in each case plus the applicable margin as set forth in the Loan Agreement. The average interest rate on borrowings under our loan agreements were 4.65% and 4.74% for the three months ended September 30, 2016 and 2015, respectively and 4.61% and 4.63% for the nine months ended September 30, 2016 and 2015, respectively which includes a quarterly facility fee on the used and unused portion.

Long-term debt of $197.9 million at September 30, 2016 includes $1.3 million of unamortized deferred financing costs, which is accounted for as a debt valuation account. Amounts outstanding at September 30, 2016 under the Loan Agreement and note purchase agreement mature in 2018 and 2021 to 2026, respectively.

 

Retirement Plans
Retirement Plans

11.  Retirement Plans

The Company and certain of its subsidiaries have pension and profit sharing plans covering substantially all of their employees. The Company’s frozen 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 as of the date the plan was frozen.

Net periodic pension cost are as follows:

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Interest cost

 

$

68

 

 

$

68

 

 

$

204

 

 

$

204

 

Expected return on assets

 

 

(80

)

 

 

(83

)

 

 

(240

)

 

 

(248

)

Amortization of net loss

 

 

20

 

 

 

22

 

 

 

61

 

 

 

66

 

Net periodic pension cost

 

$

8

 

 

$

7

 

 

$

25

 

 

$

22

 

Company contributions

 

$

 

 

$

 

 

$

 

 

$

148

 

 

The Company does not expect to make a contribution to the plan in 2016.

 

Income Taxes
Income Taxes

12.  Income Taxes

The Company recognized $0.5 million and $6.4 million of tax expense on pre-tax income of $1.0 million and $9.2 million for the three and nine months ended September 30, 2016, respectively.  The effective income tax rate for the first nine months of 2016 was different than the Company’s statutory rate and the effective tax rate for the same period in the prior year, primarily due to losses in jurisdictions where the tax benefits are not currently recognized, including the impairment charges in Brazil.

As of September 30, 2016, the Company had no gross unrecognized tax benefits. Accrued interest expense included within accrued income taxes in the Company's Condensed Consolidated Statements of Financial Position (Unaudited) was less than $0.1 million at both September 30, 2016 and December 31, 2015.

The Company and its subsidiaries file U.S. Federal, state and local, and non-U.S. income tax returns. As of September 30, 2016, the Company is no longer subject to U.S. Federal examination by tax authorities for tax years before 2013. The Company is subject to state and local examinations for tax years of 2012 through 2015. In addition, the Company is subject to non-U.S. income tax examinations for tax years of 2011 through 2015.

Industry Segments
Industry Segments

13.  Industry Segments

Using the criteria of ASC 280, Segment Reporting, the Company manages its business under two operating segments, Material Handling and Distribution, consistent with the manner in which our Chief Operating Decision Maker (“CODM”) evaluates performance and makes resource allocation decisions. The CODM evaluates performance primarily based on net sales and operating income. 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 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 operates domestically through sales offices, and four regional distribution centers in the United States and in 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.

Summarized segment detail for the three and nine months ended September 30, 2016 and 2015 are presented in the following table:

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

Net Sales

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Material Handling

 

$

89,911

 

 

$

92,479

 

 

$

299,842

 

 

$

320,534

 

Distribution

 

 

42,793

 

 

 

49,212

 

 

 

128,248

 

 

 

141,909

 

Inter-company sales

 

 

(28

)

 

 

(30

)

 

 

(92

)

 

 

(99

)

Total net sales

 

$

132,676

 

 

$

141,661

 

 

$

427,998

 

 

$

462,344

 

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

Operating Income

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Material Handling

 

$

4,378

 

 

$

7,369

 

 

$

26,152

 

 

$

41,622

 

Distribution

 

 

3,301

 

 

 

5,558

 

 

 

9,803

 

 

 

13,557

 

Corporate

 

 

(4,693

)

 

 

(10,349

)

 

 

(20,674

)

 

 

(26,142

)

Total operating income

 

 

2,986

 

 

 

2,578

 

 

 

15,281

 

 

 

29,037

 

Interest expense, net

 

 

(2,015

)

 

 

(1,729

)

 

 

(6,087

)

 

 

(6,899

)

Income from continuing operations before income taxes

 

$

971

 

 

$

849

 

 

$

9,194

 

 

$

22,138

 

 

Summary of Significant Accounting Policies (Policies)

Basis of Presentation

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 without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“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, 2015.

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, 2016, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2016.

Accounting Standards Adopted

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-16, Simplifying the Accounting for Measurement-Period Adjustments in relation to business combinations. Under existing standards, the measurement-period adjustments are calculated as if they were known at the acquisition date, and are recognized by revising information in prior periods. Under the new standard, measurement-period adjustments continue to be calculated as if they were known at the acquisition date, but are recognized in the reporting period in which they are determined, with no revisions to prior periods relating to the business combination. In addition to the disclosure requirement explaining the nature and amount of the measurement-period adjustments, additional disclosures are required to explain the impact on current period income statement line items of adjustments that would have been recognized in prior periods if such period information had been revised. ASU 2015-16 became effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015, with early adoption permitted. Adoption of ASU 2015-16 in the first quarter of 2016 did not have an impact on the Company's results of operations, cash flows or financial position.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-03) - Simplifying the Presentation of Debt Issuance Costs, which requires unamortized debt issuance costs to be presented as a reduction of the corresponding debt liability rather than a separate asset. The Company adopted ASU 2015-03 retrospectively in the first quarter of 2016. As a result of the retrospective adoption, the Company reclassified unamortized debt issuance cost of $1,125 as of December 31, 2015 from other non-current assets to a reduction of long-term debt in the Condensed Consolidated Statements of Financial Position (Unaudited). Adoption of ASU 2015-03 did not have an impact on the Company’s results of operations or cash flows.

Accounting Standards Not Yet Adopted

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. This ASU is effective for fiscal years beginning after December 15, 2019 including interim periods within that reporting period, with early adoption permitted for fiscal years beginning after December 15, 2018. The Company does not anticipate that adoption of this standard will have a significant impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation - Improvements to Employee Share-Based Payment Accounting, which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards 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. This ASU is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the policy election and 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 August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Under ASU 2014-15, management will be required to perform interim and annual assessments of the Company’s ability to continue as a going concern within one year of the date the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial statement disclosures.

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, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Under the original issuance, the new standard would have been effective beginning January 1, 2017. In August 2015, the FASB issued ASU 2015-14 which delays the standard effective date by one year. In accordance with this delay, the new standard will be effective for the Company beginning January 1, 2018. Early adoption is permitted, but not before the original effective date of the standard. Companies can transition to the new standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  The Company is currently evaluating the impact the adoption of this guidance, along with subsequent guidance updates and clarifications, will have on its consolidated financial statements as well as the method by which the Company will adopt the new standard.  

Translation of Foreign Currencies

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.

Fair Value Measurement

The Company follows guidance included in the Accounting Standards Codification (“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:

 

Level 1:

Unadjusted quoted prices in active markets for identical assets or liabilities.

 

Level 2:

Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or inputs that are observable either directly or indirectly.

 

Level 3:

Unobservable inputs for which there is little or no market data or which reflect the entity’s own assumptions.

The Company has financial instruments, including cash, accounts receivable, accounts payable and accrued expenses. The fair value of these financial instruments approximate 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 10, 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, 2016 and December 31, 2015, the aggregate fair value of the Company's $100.0 million fixed rate senior unsecured notes was estimated at $102.1 million.

Revenue Recognition

The Company recognizes revenues from the sale of products, net of 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.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) are as follows:

 

 

 

Foreign

Currency

 

 

Defined Benefit

Pension Plans

 

 

Total

 

Balance at January 1, 2016

 

$

(37,447

)

 

$

(1,663

)

 

$

(39,110

)

Other comprehensive income (loss) before reclassifications

 

 

6,009

 

 

 

 

 

 

6,009

 

Net current-period other comprehensive income (loss)

 

 

6,009

 

 

 

 

 

 

6,009

 

Balance at September 30, 2016

 

$

(31,438

)

 

$

(1,663

)

 

$

(33,101

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2015

 

$

(9,825

)

 

$

(1,863

)

 

$

(11,688

)

Other comprehensive income (loss) before reclassifications

 

 

(22,227

)

 

 

 

 

 

(22,227

)

Amounts reclassified from accumulated other comprehensive loss (1)

 

 

(10,491

)

 

 

 

 

 

(10,491

)

Net current-period other comprehensive income (loss)

 

 

(32,718

)

 

 

 

 

 

(32,718

)

Balance at September 30, 2015

 

$

(42,543

)

 

$

(1,863

)

 

$

(44,406

)

 

(1)

Cumulative translation adjustment associated with the sale of the Lawn and Garden business was included in the carrying value of assets disposed of.

Cash

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 and believes that the risk of loss is minimal.

Summary of Significant Accounting Policies (Tables)
The balances in the Company's accumulated other comprehensive income (loss)

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) are as follows:

 

 

 

Foreign

Currency

 

 

Defined Benefit

Pension Plans

 

 

Total

 

Balance at January 1, 2016

 

$

(37,447

)

 

$

(1,663

)

 

$

(39,110

)

Other comprehensive income (loss) before reclassifications

 

 

6,009

 

 

 

 

 

 

6,009

 

Net current-period other comprehensive income (loss)

 

 

6,009

 

 

 

 

 

 

6,009

 

Balance at September 30, 2016

 

$

(31,438

)

 

$

(1,663

)

 

$

(33,101

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2015

 

$

(9,825

)

 

$

(1,863

)

 

$

(11,688

)

Other comprehensive income (loss) before reclassifications

 

 

(22,227

)

 

 

 

 

 

(22,227

)

Amounts reclassified from accumulated other comprehensive loss (1)

 

 

(10,491

)

 

 

 

 

 

(10,491

)

Net current-period other comprehensive income (loss)

 

 

(32,718

)

 

 

 

 

 

(32,718

)

Balance at September 30, 2015

 

$

(42,543

)

 

$

(1,863

)

 

$

(44,406

)

 

(1)

Cumulative translation adjustment associated with the sale of the Lawn and Garden business was included in the carrying value of assets disposed of.

Discontinued Operations (Tables) (Lawn and Garden Business)
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement

Summarized selected financial information for the Lawn and Garden business for the three and nine months ended September 30, 2016 and 2015 are presented in the following table:

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2016

 

 

2015*

 

 

2016

 

 

2015*

 

Net sales

 

$

 

 

$

 

 

$

 

 

$

29,335

 

Loss from discontinued operations before income taxes

 

$

 

 

$

(251

)

 

$

 

 

$

(1,214

)

Income tax expense (benefit)

 

 

 

 

 

47

 

 

 

 

 

 

(262

)

Income (loss) from discontinued operations

 

 

 

 

 

(298

)

 

 

 

 

 

(952

)

 

Gain (loss) on sale of discontinued operations, inclusive of tax

   provision (benefit) of ($35) for the three months ended

   September 30, 2016 and $97 and ($2,206) for the

   nine months ended September 30, 2016 and 2015, respectively

 

 

(10

)

 

 

 

 

 

(257

)

 

 

3,765

 

Income (loss) from discontinued operations, net of income taxes

 

$

(10

)

 

$

(298

)

 

$

(257

)

 

$

2,813

 

 

*

Includes Lawn and Garden operating results through February 17, 2015.

 

Other Accrued Expenses (Tables)
Schedule of Other Accrued Expenses

The balance in other accrued expenses is comprised of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

Deposits and amounts due to customers

 

$

3,110

 

 

$

9,351

 

Dividends payable

 

 

4,242

 

 

 

4,190

 

Accrued litigation and professional fees

 

 

681

 

 

 

308

 

Other accrued expenses

 

 

5,618

 

 

 

9,379

 

 

 

$

13,651

 

 

$

23,228

 

 

Goodwill and Intangible Assets (Tables)
The change in goodwill

The change in goodwill for the nine months ended September 30, 2016 was as follows:

 

 

 

Distribution

 

 

Material

Handling

 

 

Total

 

January 1, 2016

 

$

505

 

 

$

63,530

 

 

$

64,035

 

Foreign currency translation

 

 

 

 

 

1,100

 

 

 

1,100

 

Impairment charges

 

 

 

 

 

(5,676

)

 

 

(5,676

)

September 30, 2016

 

$

505

 

 

$

58,954

 

 

$

59,459

 

 

Net Income (Loss) Per Common Share (Tables)
Weighted average number of common shares outstanding during the period

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,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Weighted average common shares outstanding basic

 

 

29,849,005

 

 

 

30,674,604

 

 

 

29,682,798

 

 

 

30,873,594

 

Dilutive effect of stock options and restricted stock

 

 

226,473

 

 

 

275,968

 

 

 

266,913

 

 

 

339,488

 

Weighted average common shares outstanding diluted

 

 

30,075,478

 

 

 

30,950,572

 

 

 

29,949,711

 

 

 

31,213,082

 

 

Long-Term Debt and Loan Agreements (Tables)
Schedule of Long Term Debt

Long-term debt consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

Loan Agreement

 

$

99,210

 

 

$

93,512

 

4.67% Senior Unsecured Notes due 2021

 

 

40,000

 

 

 

40,000

 

5.25% Senior Unsecured Notes due 2024

 

 

11,000

 

 

 

11,000

 

5.30% Senior Unsecured Notes due 2024

 

 

29,000

 

 

 

29,000

 

5.45% Senior Unsecured Notes due 2026

 

 

20,000

 

 

 

20,000

 

 

 

 

199,210

 

 

 

193,512

 

Less unamortized deferred financing costs

 

 

1,280

 

 

 

1,631

 

 

 

$

197,930

 

 

$

191,881

 

 

Retirement Plans (Tables)
Net periodic pension cost

Net periodic pension cost are as follows:

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Interest cost

 

$

68

 

 

$

68

 

 

$

204

 

 

$

204

 

Expected return on assets

 

 

(80

)

 

 

(83

)

 

 

(240

)

 

 

(248

)

Amortization of net loss

 

 

20

 

 

 

22

 

 

 

61

 

 

 

66

 

Net periodic pension cost

 

$

8

 

 

$

7

 

 

$

25

 

 

$

22

 

Company contributions

 

$

 

 

$

 

 

$

 

 

$

148

 

 

Industry Segments (Tables)
Schedule of Reporting Information by Segment

Summarized segment detail for the three and nine months ended September 30, 2016 and 2015 are presented in the following table:

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

Net Sales

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Material Handling

 

$

89,911

 

 

$

92,479

 

 

$

299,842

 

 

$

320,534

 

Distribution

 

 

42,793

 

 

 

49,212

 

 

 

128,248

 

 

 

141,909

 

Inter-company sales

 

 

(28

)

 

 

(30

)

 

 

(92

)

 

 

(99

)

Total net sales

 

$

132,676

 

 

$

141,661

 

 

$

427,998

 

 

$

462,344

 

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

Operating Income

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Material Handling

 

$

4,378

 

 

$

7,369

 

 

$

26,152

 

 

$

41,622

 

Distribution

 

 

3,301

 

 

 

5,558

 

 

 

9,803

 

 

 

13,557

 

Corporate

 

 

(4,693

)

 

 

(10,349

)

 

 

(20,674

)

 

 

(26,142

)

Total operating income

 

 

2,986

 

 

 

2,578

 

 

 

15,281

 

 

 

29,037

 

Interest expense, net

 

 

(2,015

)

 

 

(1,729

)

 

 

(6,087

)

 

 

(6,899

)

Income from continuing operations before income taxes

 

$

971

 

 

$

849