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.~~

	For the Three Months Ended June 30,					For the Six Months Ended June 30,						For the Quarter Ended June 30,					For the Six Months Ended June 30,
	2018		2017			2018			2017			2019			2018		2019			2018
Net sales	$	140,560	$	135,252		$	293,128		$	271,824		$	134,285		$	140,560	$	273,400		$	293,128
Cost of sales		92,569		96,960			198,022			191,771			87,349			92,569		180,905			198,022
Gross profit		47,991		38,292			95,106			80,053			46,936			47,991		92,495			95,106
Selling, general and administrative expenses		34,506		32,133			69,979			66,672			36,809			34,506		71,277			69,979
(Gain) loss on disposal of fixed assets		66		(353	)		(314	)		(1,247	)		(55	)		66		(98	)		(314	)
Impairment charges		308		544			308			544			—			308		916			308
Operating income		13,111		5,968			25,133			14,084			10,182			13,111		20,400			25,133
Interest expense, net		1,313		1,860			2,952			3,990			1,017			1,313		2,066			2,952
Income from continuing operations before income taxes		11,798		4,108			22,181			10,094			9,165			11,798		18,334			22,181
Income tax expense		3,190		1,626			5,818			4,154			2,559			3,190		5,085			5,818
Income from continuing operations		8,608		2,482			16,363			5,940			6,606			8,608		13,249			16,363
Income (loss) from discontinued operations, net of income tax		—		(489	)		(911	)		(833	)		—			—		127			(911	)
Net income	$	8,608	$	1,993		$	15,452		$	5,107		$	6,606		$	8,608	$	13,376		$	15,452
Income per common share from continuing operations:
Basic	$	0.26	$	0.08		$	0.52		$	0.20		$	0.19		$	0.26	$	0.37		$	0.52
Diluted	$	0.26	$	0.08		$	0.51		$	0.20		$	0.18		$	0.26	$	0.37		$	0.51
Income (loss) per common share from discontinued operations:
Basic	$	—	$	(0.01	)	$	(0.03	)	$	(0.03	)	$	—		$	—	$	—		$	(0.03	)
Diluted	$	—	$	(0.01	)	$	(0.03	)	$	(0.03	)	$	—		$	—	$	—		$	(0.03	)
Net income per common share:
Basic	$	0.26	$	0.07		$	0.49		$	0.17		$	0.19		$	0.26	$	0.37		$	0.49
Diluted	$	0.26	$	0.07		$	0.48		$	0.17		$	0.18		$	0.26	$	0.37		$	0.48
Dividends declared per share	$	0.14	$	0.14		$	0.27		$	0.27

	For the Three Months Ended June 30,					For the Six Months Ended June 30,					For the Quarter Ended June 30,					For the Six Months Ended June 30,
	2018			2017		2018			2017		2019		2018			2019		2018
Net income	$	8,608		$	1,993	$	15,452		$	5,107	$	6,606	$	8,608		$	13,376	$	15,452
Other comprehensive income (loss)
Adoption of ASU 2018-02		—			—		(315	)		—		—		—			—		(315	)
Foreign currency translation adjustment		(123	)		210		(1,843	)		1,111		758		(123	)		1,535		(1,843	)
Pension liability, net of tax expense of $67 in 2018		—			—		201			—		—		—			—		201
Total other comprehensive income (loss)		(123	)		210		(1,957	)		1,111		758		(123	)		1,535		(1,957	)
Comprehensive income	$	8,485		$	2,203	$	13,495		$	6,218	$	7,364	$	8,485		$	14,911	$	13,495

	June 30,			December 31,			June 30,			December 31,
	2018			2017			2019			2018
Assets
Current Assets
Cash	$	38,940		$	2,520		$	75,205		$	58,894
Restricted cash		—			8,659
Accounts receivable, less allowances of $2,137 and $1,777, respectively		67,911			76,509
Accounts receivable, less allowances of $1,947 and $2,259, respectively								73,120			72,939
Income tax receivable		7,832			12,954			—			4,892
Inventories, net		49,362			47,166			42,341			43,596
Prepaid expenses and other current assets		3,988			2,204			4,600			2,534
Total Current Assets		168,033			150,012			195,266			182,855
Other Assets
Property, plant, and equipment, net		73,790			83,904			57,216			65,460
Right of use asset - operating leases								5,983			—
Goodwill		59,470			59,971			59,505			59,068
Intangible assets, net		34,618			39,049			26,583			30,280
Deferred income taxes		87			120			6,490			5,270
Notes receivable		18,943			18,737
Other		5,748			4,149			1,953			5,712
Total Assets	$	360,689		$	355,942		$	352,996		$	348,645

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	56,141		$	63,581		$	52,827		$	60,849
Accrued expenses
Employee compensation		13,304			15,544			12,859			16,531
Income taxes								1,182			—
Taxes, other than income taxes		1,169			1,664			1,273			1,403
Accrued interest		2,011			2,392			1,785			1,939
Other current liabilities		15,687			15,472			14,639			16,701
Operating lease liability - short-term								2,000			—
Total Current Liabilities		88,312			98,653			86,565			97,423
Long-term debt		78,654			151,036			76,983			76,790
Operating lease liability - long-term								4,225			—
Other liabilities		8,970			8,236			22,813			19,794
Deferred income taxes		3,492			4,265
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 35,202,391 and 30,495,737; net of treasury shares of 7,350,066 and 7,456,720, respectively)		21,430			18,547
Common Shares, without par value (authorized 60,000,000 shares; outstanding 35,484,312 and 35,374,121; net of treasury shares of 7,068,145 and 7,178,336, respectively)								21,646			21,547
Additional paid-in capital		289,088			209,253			294,066			292,558
Accumulated other comprehensive loss		(16,498	)		(14,541	)		(16,745	)		(18,280	)
Retained deficit		(112,759	)		(119,507	)		(136,557	)		(141,187	)
Total Shareholders’ Equity		181,261			93,752			162,410			154,638
Total Liabilities and Shareholders’ Equity	$	360,689		$	355,942		$	352,996		$	348,645

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, 2018

$
18,547

$
209,253

$
(14,541
)

$
(119,507
)

$
93,752

Net income

—

—

—

15,452

15,452

Adoption of ASU 2018-02

—

—

(315
)

315

—

Foreign currency translation adjustment

—

—

(1,843
)

—

(1,843
)
Shares issued under incentive plans, net of shares withheld for tax

77

427

—

—

504

Stock compensation expense

—

2,692

—

—

2,692

Pension liability, net of tax of $67

—

—

201

—

201

Shares issued in public offering, net of equity issuance costs

2,806

76,716

—

—

79,522

Declared dividends - $0.27 per share

—

—

—

(9,019
)

(9,019
)
Balance at June 30, 2018

$
21,430

$
289,088

$
(16,498
)

$
(112,759
)

$
181,261

	Quarter Ended June 30, 2019
	Common Shares		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at April 1, 2019	$	21,627	$	292,608	$	(17,503	)	$	(138,306	)	$	158,426
Net income		—		—		—			6,606			6,606
Foreign currency translation adjustment		—		—		758			—			758
Shares issued under incentive plans, net of shares withheld for tax		19		196		—			—			215
Stock compensation expense		—		1,262		—			—			1,262
Declared dividends - $0.14 per share		—		—		—			(4,857	)		(4,857	)
Balance at June 30, 2019	$	21,646	$	294,066	$	(16,745	)	$	(136,557	)	$	162,410

	Quarter Ended June 30, 2018
	Common Shares		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at April 1, 2018	$	18,598	$	210,248	$	(16,375	)	$	(116,545	)	$	95,926
Net income		—		—		—			8,608			8,608
Foreign currency translation adjustment		—		—		(123	)		—			(123	)
Shares issued under incentive plans, net of shares withheld for tax		26		385		—			—			411
Stock compensation expense		—		1,739		—			—			1,739
Shares issued in public offering, net of equity issuance costs		2,806		76,716		—			—			79,522
Declared dividends - $0.14 per share		—		—		—			(4,822	)		(4,822	)
Balance at June 30, 2018	$	21,430	$	289,088	$	(16,498	)	$	(112,759	)	$	181,261

	Six Months Ended June 30, 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		—		—			—			13,376			13,376
Adoption of ASU 2016-02, net of tax of $332		—		—			—			905			905
Foreign currency translation adjustment		—		—			1,535			—			1,535
Shares issued under incentive plans, net of shares withheld for tax		99		(712	)		—			—			(613	)
Stock compensation expense		—		2,220			—			—			2,220
Declared dividends - $0.27 per share		—		—			—			(9,651	)		(9,651	)
Balance at June 30, 2019	$	21,646	$	294,066		$	(16,745	)	$	(136,557	)	$	162,410

	Six Months Ended June 30, 2018
	Common Shares		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Deficit			Total Shareholders' Equity
Balance at January 1, 2018	$	18,547	$	209,253		$	(14,541	)	$	(119,507	)	$	93,752
Net income		—		—			—			15,452			15,452
Adoption of ASU 2018-02		—		—			(315	)		315			—
Foreign currency translation adjustment		—		—			(1,843	)		—			(1,843	)
Shares issued under incentive plans, net of shares withheld for tax		77		427			—			—			504
Stock compensation expense		—		2,692			—			—			2,692
Pension liability, net of tax of $67		—		—			201			—			201
Shares issued in public offering, net of equity issuance costs		2,806		76,716			—			—			79,522
Declared dividends - $0.27 per share		—		—			—			(9,019	)		(9,019	)
Balance at June 30, 2018	$	21,430	$	289,088		$	(16,498	)	$	(112,759	)	$	181,261

	For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2019			2018
Cash Flows From Operating Activities
Net income	$	15,452		$	5,107		$	13,376		$	15,452
Income (loss) from discontinued operations, net of income taxes		(911	)		(833	)		127			(911	)
Income from continuing operations		16,363			5,940			13,249			16,363
Adjustments to reconcile income from continuing operations to net cash provided by (used for) operating activities
Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities
Depreciation		9,042			10,708			8,051			9,042
Amortization		4,315			4,544			4,046			4,315
Accelerated depreciation associated with restructuring activities		16			1,929			—			16
Non-cash stock-based compensation expense		2,305			1,817			2,220			2,305
(Gain) loss on disposal of fixed assets		(314	)		(1,247	)		(98	)		(314	)
Impairment charges		308			544			916			308
Deferred taxes		—			217
Interest income received (accrued) on note receivable		(14	)		(662	)
Other		(201	)		188			340			(215	)
Payments on performance based compensation		(1,249	)		(992	)		(413	)		(1,249	)
Other long-term liabilities		(63	)		(264	)		3,514			(63	)
Cash flows provided by (used for) working capital
Accounts receivable		9,106			(979	)		(56	)		9,106
Inventories		(2,454	)		(1,236	)		1,450			(2,454	)
Prepaid expenses and other current assets		(1,807	)		797			(2,041	)		(1,807	)
Accounts payable and accrued expenses		(8,130	)		5,039			(15,005	)		(8,130	)
Net cash provided by (used for) operating activities - continuing operations		27,223			26,343			16,173			27,223
Net cash provided by (used for) operating activities - discontinued operations		981			(2,702	)		7,297			981
Net cash provided by (used for) operating activities		28,204			23,641			23,470			28,204
Cash Flows From Investing Activities
Capital expenditures		(2,318	)		(2,326	)		(4,406	)		(2,318	)
Proceeds from sale of property, plant and equipment		2,633			1,822			7,514			2,633
Net cash provided by (used for) investing activities - continuing operations		315			(504	)		3,108			315
Net cash provided by (used for) investing activities - discontinued operations		—			79			—			—
Net cash provided by (used for) investing activities		315			(425	)		3,108			315
Cash Flows From Financing Activities
Net borrowings (repayments) on credit facility		(72,491	)		(18,942	)		—			(72,491	)
Cash dividends paid		(8,287	)		(8,147	)		(9,733	)		(8,287	)
Proceeds from issuance of common stock		875			2,001			365			875
Proceeds from public offering of common stock, net of equity issuance costs		79,522			—			—			79,522
Shares withheld for employee taxes on equity awards		(371	)		(273	)		(978	)		(371	)
Deferred financing costs		—			(1,030	)
Net cash provided by (used for) financing activities - continuing operations		(752	)		(26,391	)		(10,346	)		(752	)
Net cash provided by (used for) financing activities - discontinued operations		—			—			—			—
Net cash provided by (used for) financing activities		(752	)		(26,391	)		(10,346	)		(752	)
Foreign exchange rate effect on cash		(6	)		(33	)		79			(6	)
Less: Net increase (decrease) in cash classified within discontinued operations		—			(2,590	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		27,761			(618	)
Cash, cash equivalents, and restricted cash at January 1		11,179			11,039
Cash, cash equivalents, and restricted cash at June 30	$	38,940		$	10,421
Net increase in cash and restricted cash								16,311			27,761
Cash and restricted cash at January 1								58,894			11,179
Cash and restricted cash at June 30							$	75,205		$	38,940

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, ~~2017.~~

During the fourth quarter of 2017, the Company completed the sale of certain subsidiaries in Brazil. As further discussed in Note 4, the results of operations and cash flows of these subsidiaries have been classified as discontinued operations in the condensed consolidated financial statements for all periods presented.2018.

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 June 30, ~~2018,~~2019, and the results of operations and cash flows for the periods presented. The results of operations for the ~~three~~quarter and six months ended June 30, ~~2018~~2019 are not necessarily indicative of the results of operations that will occur for the year ending December 31, ~~2018.~~2019.

In ~~March 2018,~~February 2016, the FASB issued ASU ~~2018-05,~~2016-02, ~~Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff~~Leases, which created Accounting ~~Bulletin No. 118, which allowed SEC registrants to record provisional amounts in earnings for~~Standards Codification (“ASC”) Topic 842. Under ASU 2016-02, an entity recognizes right-of-use assets and lease liabilities on its balance sheet, and discloses key information about the ~~year ended December 31, 2017 due to the complexities involved in accounting for the enactment~~amount, timing and uncertainty of ~~the~~ ~~Tax Cuts and Jobs Act.~~cash flows arising from leasing arrangements. The Company ~~recognized~~adopted the estimated income tax effects of the Tax Cuts and Jobs Act in its 2017 consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 118. Refer to Note 15 for further information regarding the provisional amounts recorded by the Company.

~~In February 2018, the FASB issued ASU 2018-02,~~ ~~Income Statement – Reporting Comprehensive Income (Topic 220).~~ ~~This ASU allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The~~ new standard also requires certain disclosures about stranded tax effects. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The ASU should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act of 2017 (as further discussed in Note 15) is recognized. ~~The Company early adopted this standard~~guidance effective January 1, ~~2018~~2019, using the optional transition method, which required application of the new guidance to only those leases that existed at the date of adoption. The Company elected the “package of practical expedients,” which permitted the Company to not reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected to apply the guidance at a portfolio level and use the discount rate corresponding to the remaining lease term at transition. Adoption of the new standard resulted in the recognition of right-of-use assets and lease liabilities of $5.9 million and $6.2 million, respectively, on January 1, 2019. The difference between the right-of-use assets and lease liabilities related primarily to the removal of previously recorded accrued rent balances as a result of ~~adopting this standard, $315 of stranded tax effects were reclassified from accumulated other comprehensive income~~recording straight-line rent expense for certain leases. In addition, the adoption resulted in an adjustment to opening retained earnings in(deficit) of approximately $0.9 million, net of tax, on January 1, 2019. This cumulative-effect transition adjustment to opening retained earnings (deficit) related to the ~~first quarter of 2018.~~

~~In March 2017, the FASB issued ASU 2017-07,~~ ~~Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.~~ This ASU requires that 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 presentationrecognition of the ~~service cost component and~~remaining deferred gain on the ~~other components of net periodic pension cost and net periodic postretirement benefit cost~~sale-leaseback transaction that occurred 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.2018. The ~~Company adopted this~~ standard ~~effective January 1, 2018 and the adoption~~ did not have a material impact on ~~its~~the Company’s condensed consolidated results of operations or cash flows.

The following tables summarize the impacts of ASC 842 on the Company’s condensed consolidated financial ~~statements as the pension plan is frozen.~~statements:

	For the Quarter Ended June 30, 2019
	As Reported			Adjustments			Balances Without Adoption of ASC 842
Net sales	$	134,285		$	—		$	134,285
Cost of sales		87,349			—			87,349
Gross profit		46,936			—			46,936
Selling, general and administrative expenses		36,809			(34	)		36,775
(Gain) loss on disposal of fixed assets		(55	)		—			(55	)
Operating income		10,182			34			10,216
Interest expense, net		1,017			—			1,017
Income from continuing operations before income taxes		9,165			34			9,199
Income tax expense		2,559			9			2,568
Income from continuing operations	$	6,606		$	25		$	6,631

	For the Six Months Ended June 30, 2019
	As Reported			Adjustments			Balances Without Adoption of ASC 842
Net sales	$	273,400		$	—		$	273,400
Cost of sales		180,905			—			180,905
Gross profit		92,495			—			92,495
Selling, general and administrative expenses		71,277			(67	)		71,210
(Gain) loss on disposal of fixed assets		(98	)		—			(98	)
Impairment charges		916			—			916
Operating income		20,400			67			20,467
Interest expense, net		2,066			—			2,066
Income from continuing operations before income taxes		18,334			67			18,401
Income tax expense		5,085			18			5,103
Income from continuing operations	$	13,249		$	49		$	13,298

	As of June 30, 2019
	As Reported			Adjustments			Balances Without Adoption of ASC 842
Assets
Right of use asset - operating leases	$	5,983		$	(5,983	)	$	—
Deferred tax asset		6,490			316			6,806

Liabilities
Other current liabilities	$	14,639		$	242		$	14,881
Operating lease liability - short-term		2,000			(2,000	)		—
Operating lease liability - long-term		4,225			(4,225	)		—
Other liabilities		22,813			1,169			23,982

Shareholders’ Equity
Retained deficit	$	(136,557	)	$	(853	)	$	(137,410	)

In ~~November 2016,~~August 2018, the FASB issued ASU ~~2016~~2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).~~-18,~~ ~~Statement of Cash Flows (Topic 230)~~ - ~~Restricted Cash~~. This ASU ~~requires~~aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that ~~companies~~is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that 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.an internal-use software license). 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~~2019, and interim periods within those annual periods. Early adoption is permitted and this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company ~~adopted~~is currently evaluating the impact the adoption of this standard ~~effective January 1, 2018. The inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented~~will have on ~~the~~its consolidated ~~statements of cash flows did not have a material impact on the Company’s net cash flows.~~financial statements.

In ~~October 2016,~~August 2018, the FASB issued ASU ~~2016-16,~~2018-14, ~~Accounting for Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)~~Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20). This ASU ~~requires immediate recognition of~~modifies the ~~income tax consequences of intercompany asset transfers~~disclosure requirements for employers that sponsor defined benefit pension or other ~~than inventory.~~postretirement plans. The ASU is effective for annual ~~reporting~~periods ending after December 15, 2020, with early adoption permitted and should be applied on a retrospective basis to all periods presented. The Company is currently evaluating the impact the adoption of this standard will have on its 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. This guidance is effective for annual periods beginning after December 15, ~~2017~~2019, and interim periods within those annual periods. Early adoption is permitted. 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, 2018 and~~is currently evaluating the impact the adoption of this standard ~~did not~~will have ~~a material impact~~ 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 Company adopted the new guidance effective January 1, 2018 using the modified retrospective approach and applied the new guidance to all open contracts at the date of adoption. Adoption of the new standard resulted in changes to the Company’s accounting policy and disclosures related to revenue recognition. The impact of adopting this standard on the Company’s consolidated financial statements was not material and there was no cumulative transition adjustment required.

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 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~~The Company ~~has elected not to early adopt this guidance to date and will continue to evaluate the timing of adoption, it~~ does not believe that the adoption of this guidance will have a material impact on its consolidated financial ~~statements.~~statements unless a goodwill impairment were to occur.

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 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 the amount, timing and uncertainty of cash flows arising from leasing arrangements. The new standard is effective for the Company beginning January 1, 2019, and must be adopted using either the modified retrospective approach, which requires application of the new guidance at the beginning of the earliest comparative period presented or the optional transition approach, which requires application of the new guidance at the standard’s effective date. The Company will adopt the new guidance effective January 1, 2019 using the optional transition method and has developed an implementation plan. The various activities of this plan include identifying the lease population, quantifying the right to use assets and lease liabilities, evaluating the potential use of the practical expedients available under the new guidance, and designing and implementing any changes to processes or controls necessary for adoption of the new standard. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

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

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. Under ASC 820, the hierarchy that prioritizes the inputs to valuation techniques used to measure fair value is divided into three levels:

Financial assets that are measured at net asset value, which is a practical expedient to estimating fair value, are not classified in the fair value hierarchy.

The Company has financial instruments, including cash, accounts receivable, accounts payable and accrued expenses. The fair value of these financial instruments 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 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 June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the aggregate fair value of the Company's outstanding fixed rate senior unsecured notes was estimated at ~~$75.7~~$78.9 million and ~~$78.0~~$76.8 million, respectively.

	For the Three Months Ended June 30, 2018
	Material Handling		Distribution		Inter-company			Consolidated
Consumer	$	27,046	$	—	$	—		$	27,046
Vehicle		26,758		—		—			26,758
Food and beverage		15,308		—		—			15,308
Industrial		34,018		—		(47	)		33,971
Auto aftermarket		—		37,477		—			37,477
Total net sales	$	103,130	$	37,477	$	(47	)	$	140,560

	For the Six Months Ended June 30, 2018									For the Quarter Ended June 30, 2019
	Material Handling		Distribution		Inter-company			Consolidated		Material Handling		Distribution		Inter-company			Consolidated
Consumer	$	44,277	$	—	$	—		$	44,277	$	22,515	$	—	$	—		$	22,515
Vehicle		52,301		—		—			52,301		21,962		—		—			21,962
Food and beverage		52,965		—		—			52,965		16,818		—		—			16,818
Industrial		70,396		—		(69	)		70,327		34,607		—		(12	)		34,595
Auto aftermarket		—		73,258		—			73,258		—		38,395		—			38,395
Total net sales	$	219,939	$	73,258	$	(69	)	$	293,128	$	95,902	$	38,395	$	(12	)	$	134,285

Revenue is recognized when obligations under the terms of a contract with customers are satisfied. In both the Distribution and Material Handling segments, this generally occurs with the transfer of control of the Company’s 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 does not enter into any long-term contracts with customers greater than one year. Based on the nature of the Company’s products and customer contracts, the Company has not recorded any deferred revenue, 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 normal course of business and as part of the customer relationship. Thus, the Company estimates the expected returns each period based on an analysis of historical experience. For certain businesses where physical recovery of the product from returns occurs, the Company records an estimated right to return asset from such recovery, based on the approximate cost of the product.

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

	June 30,			December 31,			Statement of Financial Position	June 30,			December 31,			Statement of Financial Position
	2018			2017			Classification	2019			2018			Classification
Returns, discounts and other allowances	$	(1,270	)	$	(853	)	Accounts receivable	$	(606	)	$	(1,169	)	Accounts receivable
Right of return asset		519			433		Inventories, net		322			535		Inventories, net
Customer deposits		(438	)		(140	)	Other current liabilities		(115	)		(806	)	Other current liabilities
Accrued rebates		(2,403	)		(2,962	)	Other current liabilities		(2,023	)		(2,559	)	Other current liabilities

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

Sales, value added, and other taxes the Company collects concurrent with revenue from customers are excluded from net sales. The Company has elected to recognize the cost for shipments to customers when control over products has transferred to the customer. Costs for shipments to customers are classified as Selling, General and Administrative Expenses for the Company’s manufacturing business and as Cost of Sales for the Company’s distribution business in the accompanying Condensed Consolidated Statements of Operations (Unaudited). The Company incurred costs for shipments to customers in Selling, General and Administrative Expenses of approximately ~~$2.6~~$2.0 million and ~~$2.0~~$2.6 million for the ~~three months~~quarters ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$5.3~~$4.1 million and ~~$4.3~~$5.3 million for the six months ended June 30, 2019 and 2018, respectively, and ~~2017, respectively,~~ in ~~Selling, General and Administrative Expenses~~Cost of Sales of approximately $1.5 million and $1.4 million ~~and $1.5 million~~ for the ~~three months~~quarters ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$2.8~~$2.9 million and ~~$3.0~~$2.8 million for the six months ended June 30, 2019 and 2018, ~~and 2017, respectively, in Cost of Sales.~~respectively. All other internal distribution costs are recorded in Selling, General and Administrative Expenses.

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

As part of its ongoing strategy, the Company ~~has been evaluating~~continues to evaluate its various real estate ~~holdings over the past two years.~~holdings. As a result of these initiatives, certain buildings ~~have been~~were reclassified toas held for sale in ~~2017~~2018 and ~~2018.~~2019. Based on the estimated fair value of these buildings (using primarily third party offers considered to be Level 2 inputs), less estimated costs to sell, the Company recorded impairment charges of $0.3 million ~~and $0.5 million~~ during the ~~three~~quarter ended June 30, 2018. No impairment charges were recorded during the quarter ended June 30, 2019. Impairment charges of $0.9 million and $0.3 million were recorded during the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively. As of ~~June 30, 2018 and~~ December 31, ~~2017,~~2018, the Company ~~has~~had classified ~~$1.6~~$4.4 million ~~and $0.3 million, respectively, for these~~of buildings as held for sale, in Other Assets in the Condensed Consolidated Statements of Financial Position (Unaudited). No assets were classified as held for sale as of June 30, 2019. During the first half of 2019, the Company sold two buildings previously held for sale for total net proceeds of $7.4 million. These buildings were included in the Company’s Material Handling Segment.

On December 18, 2017, the Company, collectively with its wholly owned subsidiary, Myers Holdings Brasil, Ltda. (“Holdings”), completed the sale of its subsidiaries, Myers do Brasil Embalagens Plasticas Ltda. and Plasticos Novel do Nordeste Ltda. (collectively, the “Brazil Business”), to Novel Holdings – Eireli (“Buyer”), an entity controlled by a member of the Brazil Business’ management team. The Brazil Business was part of the Material Handling Segment. Pursuant to the terms of the purchase agreement, the Buyer paid a purchase price of one U.S. Dollar to the Company and has assumed all liabilities and obligations of the Brazil Business, whether arising prior to or after the closing of the transaction. There are no additional amounts due, or to be settled, under the terms of the purchase agreement with the Buyer. The Company recorded a loss on the sale of the Brazil Business during the fourth quarter of 2017 of $35.0 million, which included $1.2 million of cash held by the Brazil Business and approximately $0.3 million of costs to sell. In addition, the Company recorded a U.S. tax benefit of approximately $15 million as a result of a worthless stock deduction related to the Company’s investment in the Brazil Business.

The Company has agreed to be the guarantor under a factoring arrangement between the Buyer and Banco Alfa de Investimento S.A. until December 31, 2019 for up to $7 million, in the event the Buyer is unable to meet its obligations under this arrangement. The Company also holds a first lien against certain machinery and equipment, exercisable only upon default by the Buyer under the guaranty. Based on the nature of the guaranty, as well as the existence of the lien, the Company believes the fair value of the guaranty is immaterial (based primarily on Level 3 inputs), and thus has recorded no liability related to this guaranty in the Condensed Consolidated ~~Statement~~Statements of Financial Position (Unaudited). This guaranty also creates a variable interest to the Company in the Brazil Business. Based on the terms of the transaction and the fact that the Company has no management involvement or voting interests in the Brazil Business following the sale, the Company does not have any power to direct the significant activities of the Brazil Business, and is thus not the primary beneficiary.

On February 17, 2015, the Company sold its Lawn and Garden business to an entity controlled by Wingate Partners V, L.P. (“L&G Buyer”)~~, a private equity firm, for $110 million, subject to a working capital adjustment of approximately $4.0 million paid to the L&G Buyer in 2016.~~. The terms of the ~~agreement~~sale included ~~a $90 million cash payment and~~ promissory notes totaling $20 million that were originally set to mature in August 2020 with a 6% interest ~~rate,~~rate. During the third quarter of 2018, management of the Lawn and Garden business, now named HC Companies, Inc. (“HC”), requested an extension to the maturity of the notes as part of an effort to restructure their debt. The Company believes there is uncertainty about the ability to collect on the notes and corresponding accrued interest, and as a result, the Company recorded a provision for expected loss of $23.0 million within continuing operations during the third quarter of 2018. The Company ceased recognizing interest income as of September 30, 2018 following the recognition of the provision. In April 2019, the Company entered into an agreement with HC to amend and restate the notes (“Amended and Restated Notes”). The Amended and Restated Notes maintain the amounts due under the original terms of the notes, including interest, and extend the maturity to August 2022. The agreement to amend and restate the notes did not change management’s assessment of the uncertainty to collect on the notes.

In addition, approximately $8.6 million of the purchase price related to the Lawn and Garden sale was placed in escrow that was due to be settled by August 2016. The release of these funds had been extended pending the resolution of indemnification claims, as further described in Note 12. In April 2018, the Company reached agreement on the material terms of a settlement, and, as a result, recorded a pre-tax charge of $1.225 million to discontinued operations for the ~~three months~~quarter ended March 31, 2018. The settlement was finalized and paid in May 2018, and upon settlement and release of any further obligation on behalf of the Company, the remaining $7.4 million was released from escrow to the Company. ~~The fair market value of~~

In connection with the ~~notes at~~financial risk described above with HC, the ~~date~~Company further assessed its potential obligations under a lease guarantee granted as part of the sale ~~was $17.8 million. The carrying value~~ of the ~~notes as of June 30, 2018 was $18.9 million, which represents the fair value at the date of sale plus accretion~~Lawn and is included in Notes Receivable in the accompanying Condensed Consolidated Statements of Financial Position (Unaudited). The fair value of the notes receivable was calculated using Level 2 inputs as defined inGarden business. Refer to Note 1.12 for further information with regards to this guarantee.

Summarized selected financial information for discontinued operations for the ~~three~~quarters and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 are presented in the following table:

	For the Three Months Ended June 30,					For the Six Months Ended June 30,						For the Quarter Ended June 30,				For the Six Months Ended June 30,
	2018		2017			2018			2017			2019		2018		2019			2018
Net sales	$	—	$	7,051		$	—		$	12,182		$	—	$	—	$	—		$	—
Cost of sales		—		6,059			—			10,948			—		—		—			—
Selling, general, and administrative		—		1,385			1,225			2,498			—		—		—			1,225
(Gain) loss on disposal of assets		—		14			—			(85	)		—		—		—			—
Interest income, net		—		(75	)		—			(230	)		—		—		(174	)		—
Loss from discontinued operations before income tax		—		(332	)		(1,225	)		(949	)
Income (loss) from discontinued operations before income tax													—		—		174			(1,225	)
Income tax expense (benefit)		—		157			(314	)		(116	)		—		—		47			(314	)
Loss from discontinued operations, net of income tax	$	—	$	(489	)	$	(911	)	$	(833	)
Income (loss) from discontinued operations, net of income tax												$	—	$	—	$	127		$	(911	)

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 of the Brazil Business. Net cash flows provided by discontinued operations in 2018 resulted from the ~~payment of expenses related to the sale of the Brazil Business, the payment of the settlement with the L&G Buyer noted above and~~ partial receipt of the tax benefit from the worthless stock deduction related to the Brazil Business. The worthless stock deduction ~~has~~ allowed the Company to ~~reduce~~reduced its estimated U.S. federal tax payments ~~to date~~ in 2018 by $4.3 million. This was partially offset by the payment of expenses related to the sale of the Brazil Business and the payment of the settlement with the L&G Buyer noted above.

On March 20, 2019, the Company committed to implementing a restructuring plan involving its Ameri-Kart Corp. subsidiary (“Ameri-Kart”) that operates within the Company’s Material Handling Segment. The Company plans to consolidate manufacturing operations currently conducted at Ameri-Kart’s Cassopolis, Michigan facility with expanded operations in Indiana, and eliminate up to 30 positions in connection with the consolidation (the “Ameri-Kart Plan”). Total restructuring costs expected to be incurred are approximately $0.9 million, which include employee severance and other employee-related costs of approximately $0.2 million, equipment relocation and facility shut down costs of approximately $0.6 million and non-cash charges, primarily accelerated depreciation charges on property, plant and equipment, of approximately $0.1 million. No costs were incurred during the quarter and six months ended June 30, 2019 related to the Ameri-Kart Plan. The Ameri-Kart Plan is expected to be substantially completed in the first half of 2020.

On March 18, 2019, the Company committed to implementing a restructuring plan relating to transformation initiatives within the Company’s Distribution Segment (the “Distribution Transformation Plan”) that are intended to increase sales force effectiveness, reduce costs and improve contribution margins. The Company plans to realign its Distribution Segment’s commercial sales structure, which includes the elimination of certain sales and administrative positions, as well as expand its e-commerce platform. Total restructuring costs expected to be incurred are approximately $0.9 million, primarily related to employee severance and other employee-related costs. No restructuring charges were incurred during the quarter ended June 30, 2019. During the six months ended June 30, 2019, the Company incurred restructuring charges of $0.9 million and does not expect to incur any additional restructuring charges in connection with the Distribution Transformation Plan. The Distribution Transformation Plan is expected to be substantially completed by the end of 2019.

On March 9, 2017, the Company announced a restructuring plan ~~(the “Plan”)~~ to improve the Company’s organizational structure and operational efficiency within the Material Handling Segment (the “Material Handling Plan”), which related primarily to anticipated facility shutdowns and associated activities. Total restructuring costs incurred related to the Material Handling Plan were approximately $7.7 million, which includes employee severance and other employee-related costs of approximately $3.1 million, $2.6 million related to equipment relocation and facility shut down costs and non-cash charges, primarily accelerated depreciation charges on property, plant and equipment, of approximately $2.0 million.

All actions under the Material Handling Plan are ~~substantially~~ completed. The Company incurred $0.1 ~~million and $5.1~~ million of restructuring charges associated with the ~~planned closure of facilities under the~~Material Handling Plan during the six months ended June 30, ~~2018 and 2017, respectively, and $4.0 million of restructuring charges during the three months ended June 30, 2017.~~2018. No costs were incurred during 2019.

As noted above, there were no restructuring charges incurred during the ~~three~~quarters ended June 30, 2019 and 2018. The restructuring charges noted above for the six months ended June 30, ~~2018. These costs were included in Cost of Sales~~2019 and 2018 are presented in the Condensed Consolidated ~~Statement~~Statements of Operations (Unaudited). as follows:

The table below summarizes restructuring activity for the six months ended June 30, ~~2018:~~2019:

	Employee Reduction			Accelerated Depreciation			Other Exit Costs			Total			Employee Reduction			Accelerated Depreciation		Other Exit Costs		Total
Balance at January 1, 2018	$	1,098		$	—		$	90		$	1,188
Balance at January 1, 2019													$	30		$	—	$	—	$	30
Charges to expense		31			16			72			119			901			—		—		901
Cash payments		(893	)		—			(162	)		(1,055	)		(582	)		—		—		(582	)
Non-cash utilization		—			(16	)		—			(16	)		—			—		—		—
Balance at June 30, 2018	$	236		$	—		$	—		$	236
Balance at June 30, 2019													$	349		$	—	$	—	$	349

During the quarter ended March 31, 2019, the Company reclassified a facility that was closed in connection with the Material Handling Plan as held for sale. Based on the estimated fair value of this facility (using primarily a third party offer considered to be a Level 2 input), less estimated costs to sell, the Company recognized an impairment charge of $0.9 million during the quarter ended March 31, 2019. The facility was sold in May 2019 for net proceeds of $2.9 million, which are included in the net proceeds discussed in Note 3.

In addition to the restructuring ~~costs~~charges noted above, the Company has also incurred $0.1 million and $0.2 million of other associated costs of the Distribution Transformation Plan ~~of $0.2 million and $0.7 million for~~during the ~~three~~quarter and six months ended June 30, ~~2017,~~2019, 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. ~~No such~~Additional estimated costs ~~were incurred for the three and six months ended June 30, 2018.~~

~~For the three and six months ended June 30, 2018, the Company recognized a gain~~ of $0.2 million and ~~for the three and six months ended June 30, 2017, the Company recognized gains of~~ $0.6 million are expected to be incurred throughout the remainder of 2019 related to the Ameri-Kart Plan and ~~$1.2 million, respectively, on asset dispositions in connection with~~ the ~~planned facility closures.~~Distribution Transformation Plan, respectively.

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

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 30 percent of 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. During ~~the current year,~~2019 and 2018, one inventory pool had a reduction in inventory quantities that iswas expected to hold through year-end, and therefore an adjustment was recorded for the ~~three~~quarters and six months ended June 30, 2019 and 2018 to decrease cost of sales by $0.3 million and $0.5 million, respectively, as a result of the liquidation of LIFO inventories. ~~The estimated interim LIFO adjustment was not material and therefore, no adjustment was recorded for the~~ ~~three and six months ended June 30, 2017.~~

	June 30,		December 31,		June 30,		December 31,
	2018		2017		2019		2018
Finished and in-process products	$	32,765	$	31,307	$	27,034	$	27,960
Raw materials and supplies		16,597		15,859		15,307		15,636
	$	49,362	$	47,166	$	42,341	$	43,596

	June 30,		December 31,		June 30,		December 31,
	2018		2017		2019		2018
Customer deposits and accrued rebates	$	2,841	$	3,102	$	2,138	$	3,365
Dividends payable		5,210		4,478		5,179		5,260
Accrued litigation, claims and professional fees		861		417		768		460
Current portion of environmental reserves		1,039		1,322		1,435		1,229
Other accrued expenses		5,736		6,153		5,119		6,387
	$	15,687	$	15,472	$	14,639	$	16,701

The change in goodwill for the six months ended June 30, ~~2018~~2019 was as follows:

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 ~~$10.0~~$9.8 million at both June 30, ~~2018~~2019 and December 31, ~~2017.~~2018.

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

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 June 30,				For the Six Months Ended June 30,				For the Quarter Ended June 30,				For the Six Months Ended June 30,
	2018		2017		2018		2017		2019		2018		2019		2018
Weighted average common shares outstanding basic		32,606,838		30,154,965		31,561,194		30,097,638		35,471,795		32,606,838		35,430,392		31,561,194
Dilutive effect of stock options and restricted stock		477,702		317,671		520,156		297,779		271,768		477,702		322,662		520,156
Weighted average common shares outstanding diluted		33,084,540		30,472,636		32,081,350		30,395,417		35,743,563		33,084,540		35,753,054		32,081,350

Options to purchase ~~252,132~~643,813 and 648,313 shares of common stock that were outstanding for the quarter and six months ended June 30, 2019, respectively, and 252,132for the six months ended June 30, 2018, ~~and~~ ~~281,700 for the three and six months ended June 30, 2017,~~ 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. There were no options to purchase shares of common stock excluded from the computation of diluted earnings per share for the ~~three months~~quarter ended June 30, 2018.

The Company’s Amended and Restated 2017 Incentive Stock Plan (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 ~~2018,~~2019, the Company granted ~~255,072~~235,474 stock options with a weighted average exercise price of ~~$21.30~~$18.54 per share and a weighted average fair value of ~~$6.30.~~$5.78 per share. The fair value of options granted is estimated using a binomial lattice option pricing model. Also in March ~~2018,~~2019, the Company granted ~~62,653~~77,810 and ~~92,169~~101,500 time-based and performance-based restricted stock units, respectively, with a weighted average fair value of ~~$21.30. There were no stock-based awards~~$18.54 per share. In April 2019, the Company granted ~~in the second quarter~~33,152 time-based restricted stock units with a weighted average fair value of ~~2018.~~$18.10 per share.

Stock compensation expense was approximately ~~$1.2~~$1.3 million and ~~$0.9~~$1.2 million for the ~~three months~~quarters ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$2.3~~$2.2 million and ~~$1.8~~$2.3 million for the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, 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 June 30, ~~2018~~2019 was approximately ~~$8.1~~$7.6 million, which will be recognized over the next three years, as such compensation is earned.

In May 2018, the Company completed a public offering of 4,600,000 shares of its common stock at a price to the public of $18.50 per share. The net proceeds from the offering were approximately $79.5 million, after deducting underwriting discounts and commissions and $0.5 million of offering expenses paid by the Company. The Company used a portion of the net proceeds received from the offering to repay a portion of its outstanding indebtedness during the second quarter of 2018.

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. 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, 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.~~uncertainties. If new information becomes available or 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.

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

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 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 ~~are attempting to finalize their negotiations on~~finalized the AOC and related Statement of Work (“SOW”) with regards to the New Idria Mine. The ~~key~~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 AOC and SOW now under discussion include, but are not limited to, scope of the site, categories of and schedules for completion of required tasks, administration of future oversight costs, stipulated penalties, and resolution of any disputed items between the parties. As a result of recent negotiations, the Company recognized expected future EPA oversight costs for the RI/~~FS of $1 million in 2017.~~FS. In addition, the AOC ~~will require~~requires the Company to provide $2 million of financial assurance to the EPA to secure its performance during the estimated ~~three year~~ life of the RI/FS. ~~Per federal statutes,~~In January 2019, the Company provided this ~~financial~~ assurance ~~can take several forms, including~~as a ~~financial guarantee~~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 ~~letter~~prepayment in the amount of ~~credit, or a surety bond. The~~$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 ~~expects to provide this assurance within 30 days following~~received preliminary estimates from its consultants for the cost of the execution of the ~~AOC,~~work plan. Based on these preliminary estimates, the Company recognized additional expense of $4.0 million during the quarter and six months ended June 30, 2019. These preliminary estimates will continue to be refined through the finalization and approval of the draft work plan, which is ~~currently evaluating~~anticipated to occur by the ~~options available under~~end of 2019. The Company believes it has insurance coverage that applies to the ~~statute.~~New Idria Mine and thus may be able to recover a portion of the estimated costs; however, to date, the Company has not recognized any potential recovery in its consolidated financial statements. No expenses were recorded related to the New Idria Mine in the quarter or six months ended June 30, 2018.

Since October 2011, when New Idria was added to the Superfund National Priorities List by the EPA, the Company has recognized ~~$5.7~~$9.9 million of costs, of which approximately ~~$2.3~~$3.2 million has been paid to date. These costs are comprised primarily of estimates to perform the RI/FS, negotiation of the AOC, identification of possible insurance resources and other PRPs, EPA oversight fees, past cost claims made by the EPA, periodic monitoring, and ~~related professional fees. No expenses were recorded related~~responses to unilateral administrative orders issued by the ~~New Idria Mine in the three and six months ended June 30, 2018 or 2017.~~EPA. As of June 30, ~~2018,~~2019, the Company has a total reserve of ~~$3.4~~$6.7 million related to the New Idria Mine, of which ~~$0.7~~$1.1 million is classified in Other Current Liabilities and ~~$2.7~~$5.6 million in Other Liabilities on the Condensed Consolidated Statements of Financial Position (Unaudited).

~~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 ~~three and~~quarters or six months ended June 30, ~~2018~~2019 or ~~2017.~~2018. As of June 30, ~~2018,~~2019, 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 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. ~~Based~~The Company is currently awaiting notice from Santa Clara County on the ~~latest report from the County, field work on the project is~~ expected timing of fieldwork to ~~commence in 2019.~~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.

In connection with the sale of the Lawn and Garden business, as described in Note 4, the Company received Notices of Indemnification Claims in April 2015 and July 2016 (collectively, the “Claims”), alleging breaches of certain representations and warranties under the agreement resulting in alleged losses in the amount of approximately $10 million. As described in Note 4, approximately $8.6 million of the sale proceeds that were placed in escrow were due to be settled in August 2016; however, the release of these funds had been extended pending the resolution of the Claims, which were the subject of a lawsuit in the Delaware Chancery Court.

In April 2018, the Company reached agreement on the material terms of a settlement, and as a result, recorded a pre-tax charge of $1.225 million to discontinued operations for the ~~three months~~quarter ended March 31, 2018. The settlement agreement was finalized in May 2018, and the settlement amount was funded from the escrow account. In addition, upon settlement and release of any further obligation on behalf of the Company, the remaining $7.4 million was released from escrow to the Company in the second quarter of 2018.

In connection with the sale of the Lawn and Garden business, as described in Note 4, the Company is a guarantor for one of HC’s facility leases expiring in September 2025 for any remaining rent payments under the lease for which HC is unable to meet its obligations. Current annual rent for the facility is approximately $2 million, and is subject to annual CPI increases throughout the lease term. In connection with the financial risk associated with HC, as described in Note 4, the Company assessed its range of potential obligations under the lease guarantee, and as a result of this analysis, recorded a liability and related pre-tax charge of $10.3 million during the third quarter of 2018. The carrying value of the lease contingency as of June 30, 2019 and December 31, 2018 was $10.6 million and $10.4 million, respectively, which represents the initial liability recorded plus accretion and is included in Other Liabilities on the Condensed Consolidated Statements of Financial Position (Unaudited).

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. A schedule in the case has not yet issued. 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.

	June 30,		December 31,		June 30,		December 31,
	2018		2017		2019		2018
Loan Agreement	$	2,057	$	74,632	$	��	$	—
4.67% Senior Unsecured Notes due 2021		40,000		40,000		40,000		40,000
5.25% Senior Unsecured Notes due 2024		11,000		11,000		11,000		11,000
5.30% Senior Unsecured Notes due 2024		15,000		15,000		15,000		15,000
5.45% Senior Unsecured Notes due 2026		12,000		12,000		12,000		12,000
		80,057		152,632		78,000		78,000
Less unamortized deferred financing costs		1,403		1,596		1,017		1,210
	$	78,654	$	151,036	$	76,983	$	76,790

In March 2017, the Company entered into a Fifth Amended and Restated Loan Agreement (the “Loan Agreement”). The Loan Agreement replaced the pre-existing $300 million senior revolving credit facility with a $200 million facility and extended the term from December 2018 to March 2022. 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 2021 and 2026. At June 30, ~~2018,~~2019, $78 million of the Notes were outstanding.

Under the terms of the Loan Agreement, the Company may borrow up to $200 million, reduced for letters of credit issued. As of June 30, ~~2018,~~2019, the Company had ~~$193.5~~$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 June 30, ~~2018.~~2019. 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 weighted average interest rate on borrowings under the Company’s long-term debt was ~~5.82%~~6.27% and ~~4.87%~~5.82% for the ~~three months~~quarters ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~5.55%~~6.25% and ~~4.99%~~5.55% for the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, which includes a quarterly facility fee on the used and unused ~~portion.~~portion, as well as amortization of deferred financing costs.

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

As of June 30, ~~2018,~~2019, the Company was in compliance with all of its debt covenants associated with its Loan Agreement and Notes. 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 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 June 30,						For the Six Months Ended June 30,						For the Quarter Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Interest cost	$	56		$	63		$	112		$	126		$	60		$	56		$	120		$	112
Expected return on assets		(79	)		(74	)		(158	)		(148	)		(46	)		(79	)		(92	)		(158	)
Amortization of net loss		21			24			42			48			24			21			48			42
Net periodic pension cost	$	(2	)	$	13		$	(4	)	$	26		$	38		$	(2	)	$	76		$	(4	)

The Company ~~does not expect~~expects to make a contribution to the plan of $30 in ~~2018.~~2019.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Tax Act”). Effective January 1, 2018, the Tax Act establishes a corporate income tax rate of 21%, replacing the 35% rate, and creates a territorial tax system rather than a worldwide system, which generally eliminates the U.S. federal income tax on dividends from foreign subsidiaries. The transition to the territorial system included a one-time deemed repatriation transition tax (“Transition Tax”) on certain foreign earnings previously untaxed in the United States. The Company has made reasonable estimates for certain provisions under the Tax Act and recorded a provisional net benefit to income tax expense of $1.2 million related to its enactment for the year ended December 31, 2017. This net benefit included a provisional deferred tax benefit of $3.0 million related to revaluing the net U.S. deferred tax liabilities to reflect the lower U.S. corporate tax rate. The deferred tax benefit was offset by a provision of $1.8 million related to the Transition Tax. In general, the Transition Tax imposed by the Tax Act results in the taxation of foreign earnings and profits (“E&P”) at a 15.5% rate on liquid assets and 8% on the remaining unremitted foreign E&P, both net of foreign tax credits. The provisional amounts for the Transition Tax recorded by the Company in 2017 included the undistributed E&P for all the Company’s foreign subsidiaries.

Additional provisions of the Tax Act which may have an impact to the Company beginning in 2018 include, but are not limited to, the repeal of the domestic production deduction, limitations on interest expense deductions, accelerated depreciation that will allow for full expensing of qualified property, provisions related to performance-based executive compensation and other international provisions resulting from the territorial tax system established, as noted above. The Company has included provisional estimates of the impact of these changes, as applicable, in its estimated tax rate for the three and six months ended June 30, 2018.

In response to the complexities and timing of issuance of the Tax Act, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”). Management believes that it has made reasonable estimates of the impacts of the Tax Act in its 2017 consolidated financial statements. However, as the Company completes its analysis of the Tax Act, collects further data and reviews additional information and guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, the provisional amounts included in the 2017 financial statements may be subject to adjustment. Per the guidance in SAB 118, adjustments to the provisional amounts recorded by the Company in 2017 that are identified within a subsequent period of up to one year from the enactment date will be included as an adjustment in the period the amounts are determined. Income tax expense for the three and six months ended June 30, 2018 did not reflect any adjustment to the previously recognized provisional amounts under the Tax Act as discussed above.

Except as provided for under the Transition Tax, no additional provision has been recorded related to the unremitted earnings of foreign subsidiaries. In accordance with SAB 118, the Company will continue to evaluate the impact of the Tax Act on its assertion that these earnings will be indefinitely reinvested. As noted above, the E&P for all foreign subsidiaries was included in the calculation of the provisional Transition Tax, and thus, should there be a repatriation of earnings from any foreign subsidiaries in future periods, the Company would be subject to only foreign withholding tax.15. Income Taxes

The Company’s effective tax rate was 27.9% and 27.7% for the quarter and six months ended June 30, 2019, respectively, compared to 27.0% and 26.2% for the ~~three~~quarter and six months ended June 30, 2018, ~~respectively, compared to 39.6% and 41.2% for the three and six months ended June 30, 2017,~~ respectively. The primary reason for the decrease in the effective rate was due to the enactment of the Tax Act in December 2017, which reduced the U.S. federal corporate rate from 35% to 21%, effective January 1, 2018. The effective income tax rate for both periods was different than the Company’s statutory rate, primarily due to state taxes and non-deductible expenses.

The total amount of gross unrecognized tax benefits that would reduce the Company’s effective tax rate was ~~$0.4~~$1.0 million at June 30, ~~2018~~2019 and December 31, ~~2017.~~2018.

The Company and its subsidiaries file U.S. Federal, state and local, and non-U.S. income tax returns. As of June 30, ~~2018,~~2019, 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 2013 through ~~2017.~~2018. In addition, the Company is subject to non-U.S. income tax examinations for tax years of ~~2013~~2014 through ~~2017.~~2018.

The Company determines if an arrangement is a lease at inception. The Company has leases for distribution centers, warehouses, office space and equipment, with remaining lease terms of one to nine 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 leases on a straight-line basis over the lease term. Operating leases 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 Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, 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 uses the implicit rate when readily determinable. The Company has also elected not to separate lease and non-lease components. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. 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:

Future minimum rental commitments (undiscounted) as of December 31, 2018 under ASC 840 were as follows:

On February 27, 2018, the Company completed a sale-leaseback transaction for its distribution center in Pomona, California for a net purchase price of $2.3 million. The Company realized a gain on the sale of $2.0 million, of which $0.7 million was recognized during the ~~three months~~quarter ended March 31, 2018. The remaining $1.3 million ~~is being~~was recognized ratably over the term of the ten-year lease at approximately $0.1 million per ~~year.~~year, until January 1, 2019 upon the adoption of ASU 2016-02 as discussed in Note 1. Simultaneous with closing the sale, the Company entered into a ten-year operating lease arrangement with base annual rent of approximately $0.1 million during the first year, followed by annual increases of 3% through the remainder of the lease period. This facility is included in the Company’s Distribution Segment.

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. 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 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 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.

Total sales from foreign business units were approximately ~~$13.1~~$11.4 million and ~~$12.4~~$13.1 million for the ~~three months~~quarters ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$24.6~~$24.2 million and ~~$27.2~~$24.6 million for the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively.

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

Summarized segment detail for the ~~three~~quarters and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 are presented in the following table:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Quarter Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Net Sales
Material Handling	$	103,130		$	96,026		$	219,939		$	194,508		$	95,902		$	103,130		$	198,853		$	219,939
Distribution		37,477			39,258			73,258			77,832			38,395			37,477			74,569			73,258
Inter-company sales		(47	)		(32	)		(69	)		(516	)		(12	)		(47	)		(22	)		(69	)
Total net sales	$	140,560		$	135,252		$	293,128		$	271,824		$	134,285		$	140,560		$	273,400		$	293,128

Income (loss) from continuing operations before income taxes
Material Handling	$	17,323		$	7,814		$	34,053		$	20,660		$	17,589		$	17,323		$	33,796		$	34,053
Distribution		2,786			3,025			4,524			4,563			3,328			2,786			3,541			4,524
Corporate		(6,998	)		(4,871	)		(13,444	)		(11,139	)		(10,735	)		(6,998	)		(16,937	)		(13,444	)
Total operating income		13,111			5,968			25,133			14,084			10,182			13,111			20,400			25,133
Interest expense, net		(1,313	)		(1,860	)		(2,952	)		(3,990	)		(1,017	)		(1,313	)		(2,066	)		(2,952	)
Income from continuing operations before income taxes	$	11,798		$	4,108		$	22,181		$	10,094		$	9,165		$	11,798		$	18,334		$	22,181

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, 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, 2018. 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 distinct segments: The Material Handling Segment and the Distribution Segment. The Brazil Business, which was sold in December 2017, and the Lawn and Garden business, which was sold in February 2015, are 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

Comparison of the ~~Three Months~~Quarter Ended June 30, ~~2018~~2019 to the ~~Three Months~~Quarter Ended June 30, ~~2017~~2018

(dollars in millions)	Three Months Ended June 30,										Quarter Ended June 30,
Segment	2018		2017		Change			% Change			2019		2018		Change			% Change
Material Handling	$	103.1	$	96.0	$	7.1			7	%	$	95.9	$	103.1	$	(7.2	)		(7	)%
Distribution		37.5		39.3		(1.8	)		(5	)%		38.4		37.5		0.9			2	%
Inter-company sales		—		—		—						—		—		—
Total net sales	$	140.6	$	135.3	$	5.3			4	%	$	134.3	$	140.6	$	(6.3	)		(4	)%

Net sales for the ~~three months~~quarter ended June 30, ~~2018~~2019 were ~~$140.6~~$134.3 million, ~~an increase~~a decrease of ~~$5.3~~$6.3 million or 4% compared to the ~~three months~~quarter ended June 30, ~~2017.~~2018. Net sales were ~~positively~~negatively impacted by ~~higher~~lower sales volume of ~~approximately $1.4 million, higher pricing of $3.5~~$7.1 million and the effect of ~~favorable~~unfavorable currency translation of ~~$0.4~~$0.3 million, and were partially offset by higher pricing of approximately $1.1 million.

Net sales in the Material Handling Segment ~~increased $7.1~~decreased $7.2 million or 7% for the ~~three months~~quarter ended June 30, ~~2018~~2019 compared to the ~~three months~~quarter ended June 30, ~~2017.~~2018. The ~~increase~~decrease in net sales was due to ~~higher~~lower sales volume of ~~approximately $3.5 million, mainly due to increased demand in the Company’s consumer, vehicle and food and beverage markets, higher pricing of $3.2~~$7.9 million and the effect of ~~favorable~~unfavorable foreign currency translation of ~~$0.4~~$0.3 million, partially offset by higher pricing of $1.0 million. The lower sales volume was primarily due to declines in the consumer market and the vehicle market (mainly in the recreational vehicle market).

Net sales in the Distribution Segment ~~decreased $1.8~~increased $0.9 million or 5%2% for the ~~three months~~quarter ended June 30, 2019 compared to the quarter ended June 30, 2018, ~~compared to the three months ended June 30, 2017,~~ primarily the result of ~~lower~~higher sales volume of ~~approximately $2.1~~$0.8 million ~~offset by~~and higher pricing of ~~$0.3~~$0.1 million. ~~This decrease was driven by salesforce turnover in certain territories, which resulted in coverage gaps and lower sales volumes in those territories.~~

	Three Months Ended June 30,												Quarter Ended June 30,
(dollars in millions)	2018			2017			Change			% Change			2019			2018			Change			% Change
Cost of sales	$	92.6		$	97.0		$	(4.4	)		(5	)%	$	87.3		$	92.6		$	(5.3	)		(6	)%
Gross profit	$	48.0		$	38.3		$	9.7			25	%	$	46.9		$	48.0		$	(1.1	)		(2	)%
Gross profit as a percentage of sales		34.1	%		28.3	%								35.0	%		34.1	%

Gross profit margin increased to ~~34.1%~~35.0% in the ~~three months~~quarter ended June 30, ~~2018~~2019 compared to ~~28.3%~~34.1% for the ~~three months~~quarter ended June 30, ~~2017,~~2018, primarily due to higher pricing of ~~$3.5~~$1.1 million and cost savings realized in the current year as a result of the restructuring plan within the Material Handling Segment, as well as the non-recurring restructuring costs of $4.0 million incurred in the prior year.lower raw material costs. This was partially offset by ~~higher raw material costs and~~ unfavorable mix within the ~~higher~~lower sales volumes noted above.

	Three Months Ended June 30,											Quarter Ended June 30,
(dollars in millions)	2018			2017			Change		% Change			2019			2018			Change		% Change
SG&A expenses	$	34.5		$	32.1		$	2.4		7	%	$	36.8		$	34.5		$	2.3		7	%
SG&A expenses as a percentage of sales		24.5	%		23.7	%							27.4	%		24.5	%

Selling, general and administrative (“SG&A”) expenses for the ~~three months~~quarter ended June 30, ~~2018~~2019 were ~~$34.5~~$36.8 million, an increase of ~~$2.4~~$2.3 million or 7% compared to the same period in the prior year. SG&A expenses in the second quarter ~~2018~~2019 were impacted primarily ~~impacted~~ by ~~higher incentive~~a $4.0 million charge related to the environmental contingencies discussed in Note 12. This was partially offset by lower compensation and ~~other employee-related~~benefit costs of ~~$1.4~~$1.2 million, ~~higher~~mainly due to actions taken under the Distribution Transformation Plan, and lower freight costs of ~~$0.5 million, and higher legal and professional fees of $0.4~~$0.6 million.

As ~~further~~ discussed in Note 5, the Company ~~initiated a~~has implemented various restructuring ~~plan within the Material Handling Segment~~programs.

The Ameri-Kart Plan was announced during the first quarter of ~~2017. The Plan~~2019 and is expected to be substantially completed ~~and no~~in the first half of 2020. No costs were incurred during the ~~three months~~quarter ended June 30, ~~2018. The Company incurred a total of $4.0 million of restructuring costs in connection with~~2019 related to the Plan during the three months ended June 30, 2017. The Company also recognized $0.2 million and $0.6 million in gains on asset dispositions in connection with the planned facility closures during the three months ended June 30, 2018 and 2017, respectively.

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

The Distribution Transformation Plan was announced during the first quarter of ~~which $8 million~~2019 and is expected to be ~~realized in 2018.~~

~~(Gain) Loss on Disposal~~substantially completed by the end of ~~Fixed Assets:~~

~~The loss on disposal of fixed assets for the three months ended June 30, 2018 was $0.1 million compared to a gain of $0.4 million in the prior year. The gains in the second quarter of 2017~~2019. No costs were ~~primarily due to asset dispositions~~incurred in connection with the ~~planned facility closures associated with~~Distribution Transformation Plan during the ~~restructuring plan within~~quarter ended June 30, 2019. As previously announced, the Company expects annualized benefits of $5 to $7 million after 2019.

The Material Handling ~~Segment.~~Plan was initiated in the first quarter of 2017 and is completed.

	Three Months Ended June 30,												Quarter Ended June 30,
(dollars in millions)	2018			2017			Change			% Change			2019			2018			Change			% Change
Net interest expense	$	1.3		$	1.9		$	(0.6	)		(32	)%	$	1.0		$	1.3		$	(0.3	)		(23	)%
Average outstanding borrowings, net	$	114.5		$	180.8		$	(66.3	)		(37	)%	$	78.0		$	114.5		$	(36.5	)		(32	)%
Weighted-average borrowing rate		5.82	%		4.87	%								6.27	%		5.82	%

Net interest expense for the ~~three months~~quarter ended June 30, ~~2018~~2019 was $1.0 million, a decrease of ~~$1.3~~$0.3 million, ~~decreased 32%~~or 23%, compared with ~~$1.9~~$1.3 million for the ~~three months~~quarter ended June 30, ~~2017, driven by~~2018. The lower interest expense was due primarily to the lower average outstanding borrowings for the period. The lower borrowings were driven by cash flow from operations and the proceeds generated by the public equity offering completed in the second quarter of 2018.

	Three Months Ended June 30,						Quarter Ended June 30,
(dollars in millions)	2018			2017			2019			2018
Income from continuing operations before income taxes	$	11.8		$	4.1		$	9.2		$	11.8
Income tax expense	$	3.2		$	1.6		$	2.6		$	3.2
Effective tax rate		27.0	%		39.6	%		27.9	%		27.0	%

The Company’s effective tax rate ofwas 27.9% for the quarter ended June 30, 2019, compared to 27.0% for the ~~three months~~quarter ended June 30, ~~2018, decreased when compared with 39.6% for the three months ended June 30, 2017,~~2018. The effective tax rate was slightly higher in 2019, primarily due to ~~the enactment~~higher estimates of the Tax Act in December 2017, which reduced the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018, as discussed in Note 15. This impact was partially offset by the elimination of the domestic production deduction in the U.S. as a result of the Tax Act.state taxes and non-deductible expenses.

Loss from discontinued operations, net of income taxes was $0.5 million for the three months ended June 30, 2017, which was a result of the operations of the Brazil Business. There was no income or loss from discontinued operations for the three months ended June 30, 2018.

Comparison of the Six Months Ended June 30, ~~2018~~2019 to the Six Months Ended June 30, ~~2017~~2018

(dollars in millions)	Six Months Ended June 30,												Six Months Ended June 30,
Segment	2018			2017			Change			% Change			2019		2018			Change			% Change
Material Handling	$	219.9		$	194.5		$	25.4			13	%	$	198.8	$	219.9		$	(21.1	)		(10	)%
Distribution		73.3			77.8			(4.5	)		(6	)%		74.6		73.3			1.3			2	%
Inter-company elimination		(0.1	)		(0.5	)		0.4						—		(0.1	)		0.1
Total net sales	$	293.1		$	271.8		$	21.3			8	%	$	273.4	$	293.1		$	(19.7	)		(7	)%

Net sales for the six months ended June 30, ~~2018~~2019 were ~~$293.1~~$273.4 million, ~~an increase~~a decrease of ~~$21.3~~$19.7 million or 8%7% compared to the six months ended June 30, ~~2017.~~2018. Net sales were ~~positively~~negatively impacted by ~~higher~~lower sales volume of ~~approximately $12.8 million, higher pricing of $7.6~~$21.6 million and the effect of ~~favorable~~unfavorable currency translation of ~~$0.9~~$1.0 million, and were partially offset by higher pricing of approximately $2.9 million.

Net sales in the Material Handling Segment ~~increased $25.4~~decreased $21.1 million or ~~13%~~10% for the six months ended June 30, ~~2018~~2019 compared to the six months ended June 30, ~~2017.~~2018. The ~~increase~~decrease in net sales was due to ~~higher~~lower sales volume of ~~$17.5~~$22.7 million ~~driven~~and the effect of unfavorable foreign currency translation of $1.0 million, partially offset by higher pricing of approximately $2.6 million. The lower sales volume was primarily ~~by demand~~due to declines in the food and beverage market ~~higher pricing of $7.0 million,~~ and the ~~effect of favorable foreign currency translation of $0.9 million.~~vehicle market (mainly in the recreational vehicle market).

Net sales in the Distribution Segment ~~decreased $4.5~~increased $1.3 million or 6%2% for the six months ended June 30, ~~2018~~2019 compared to the six months ended June 30, ~~2017,~~2018, primarily the result of ~~lower~~higher sales volume of ~~approximately $5.1~~$1.0 million ~~offset by~~and higher pricing of ~~$0.6~~$0.3 million. This decrease was driven by salesforce turnover in certain territories, which resulted in coverage gaps and lower sales volumes in those territories. In addition, a portion of this volume decline resulted from the strategic decision to exit a low margin product line with a customer in early 2017, which contributed to overall gross margin improvement in this segment.

	Six Months Ended June 30,											Six Months Ended June 30,
(dollars in millions)	2018			2017			Change		% Change			2019			2018			Change			% Change
Cost of sales	$	198.0		$	191.8		$	6.2		3	%	$	180.9		$	198.0		$	(17.1	)		(9	)%
Gross profit	$	95.1		$	80.1		$	15.0		19	%	$	92.5		$	95.1		$	(2.6	)		(3	)%
Gross profit as a percentage of sales		32.4	%		29.5	%							33.8	%		32.4	%

Gross profit margin increased to ~~32.4%~~33.8% in the six months ended June 30, ~~2018~~2019 compared to ~~29.5%~~32.4% for the six months ended June 30, ~~2017,~~2018, primarily due to higher pricing of ~~$7.6~~$2.9 million and cost savings realized in the current year as a result of the restructuring plan within the Material Handling Segment, as well as non-recurring restructuring costs of $5.1 million incurred in the prior year.lower raw material costs. This was partially offset by ~~higher raw material costs and~~ unfavorable mix within the ~~higher~~lower sales volumes noted above.

	Six Months Ended June 30,											Six Months Ended June 30,
(dollars in millions)	2018			2017			Change		% Change			2019			2018			Change		% Change
SG&A expenses	$	70.0		$	66.7		$	3.3		5	%	$	71.3		$	70.0		$	1.3		2	%
SG&A expenses as a percentage of sales		23.9	%		24.5	%							26.1	%		23.9	%

SG&A expenses for the six months ended June 30, ~~2018~~2019 were ~~$70.0~~$71.3 million, an increase of ~~$3.3~~$1.3 million or 5%2% compared to the same period in the prior year. SG&A expenses in ~~2018~~2019 were primarily impacted by ~~higher incentive compensation~~a $4.0 million charge related to the environmental contingencies discussed in Note 12 and ~~other employee-related costs of $3.2 million, higher freight~~by restructuring costs of $0.9 million incurred in the current year related to the Distribution Transformation Plan. This was partially offset by lower compensation and ~~higher~~benefit costs of $1.9 million, mainly due to actions taken under the Distribution Transformation Plan, as well as lower freight costs of $1.1 million and lower legal and professional fees of ~~$0.4 million, partially offset by non-recurring restructuring-related costs of~~ $0.7 ~~million incurred in the prior year and lower depreciation and amortization expense of $0.6~~ million.

As ~~further~~ discussed in Note 5, the Company ~~initiated a~~has implemented various restructuring ~~plan within the Material Handling Segment~~programs.

The Ameri-Kart Plan was announced during the first quarter of ~~2017.~~ 2019 and is expected to be substantially completed in the first half of 2020. No costs were incurred during the six months ended June 30, 2019 related to the Ameri-Kart Plan. As previously announced, the Company expects annualized benefits of approximately $1.5 million upon completion.

The Distribution Transformation Plan was announced during the first quarter of 2019 and is expected to be substantially ~~completed.~~completed by the end of 2019. The Company incurred ~~a total of $0.1 million and $5.1~~$0.9 million of restructuring costs in connection with the Distribution Transformation Plan during the six months ended June 30, ~~2018~~2019. As previously announced, the Company expects annualized benefits of $5 to $7 million after 2019.

The Material Handling Plan was initiated in the first quarter of 2017 and ~~2017, respectively. The Company also recognized $0.2 million and $1.2 million in gains on asset dispositions in connection with the planned facility closures~~is completed. No costs were incurred during the six months ended June 30, ~~2018 and 2017, respectively.~~

~~As previously announced,~~2019 compared to $0.1 million of restructuring costs incurred in connection with the ~~Company expects to save approximately $10 million on an annual basis, of which $8 million is expected to be realized in~~Material Handling Plan during the six months ended June 30, 2018.

The gain on disposal of fixed assets for the six months ended June 30, ~~2018~~2019 was ~~$0.3~~$0.1 million compared to a gain of ~~$1.2~~$0.3 million in the prior year. The ~~gains~~gain in ~~the first half of~~ 2018 ~~were~~was primarily due to the sale and leaseback of the distribution center in Pomona, California, as discussed in Note 16. ~~The gains~~

During the six months ended June 30, 2019, the Company recognized an impairment charge of $0.9 million compared to $0.3 million in the ~~first half of 2017 were~~prior year. The impairment in 2019 primarily ~~due~~related to ~~asset dispositions~~a facility that was previously closed in connection with the ~~planned facility closures associated with the restructuring plan within the~~ Material Handling ~~Segment.~~ Plan and reclassified as held for sale during the first quarter of 2019, as discussed in Note 5.

	Six Months Ended June 30,												Six Months Ended June 30,
(dollars in millions)	2018			2017			Change			% Change			2019			2018			Change			% Change
Net interest expense	$	3.0		$	4.0		$	(1.0	)		(25	)%	$	2.1		$	3.0		$	(0.9	)		(30	)%
Average outstanding borrowings, net	$	131.6		$	186.6		$	(55.0	)		(29	)%	$	78.0		$	131.6		$	(53.6	)		(41	)%
Weighted-average borrowing rate		5.55	%		4.99	%								6.25	%		5.55	%

Net interest expense for the six months ended June 30, ~~2018~~2019 was ~~$3.0~~$2.1 million, a decrease of $0.9 million, or 30%, compared ~~to $4.0~~with $3.0 million during the six months ended June 30, ~~2017.~~2018. The ~~decrease in net~~lower interest expense iswas due primarily to the lower average outstanding borrowings during the six months ended June 30, ~~2018~~2019 as compared to the same period in ~~2017.~~2018. The lower borrowings were driven by cash flow from operations and the proceeds generated by the public equity offering completed in the second quarter of 2018.

	Six Months Ended June 30,						Six Months Ended June 30,
(dollars in millions)	2018			2017			2019			2018
Income from continuing operations before income taxes	$	22.2		$	10.1		$	18.3		$	22.2
Income tax expense	$	5.8		$	4.2		$	5.1		$	5.8
Effective tax rate		26.2	%		41.2	%		27.7	%		26.2	%

The Company’s effective tax rate ofwas 27.7% for the six months ended June 30, 2019, compared to 26.2% for the six months ended June 30, ~~2018, decreased when compared with 41.2%~~2018. The effective tax rate was slightly higher in 2019, primarily due to higher estimates of state taxes and non-deductible expenses.

Income from discontinued operations, net of income taxes was $0.1 million for the six months ended June 30, ~~2017, primarily due~~2019 compared to ~~the enactment~~a loss of ~~the Tax Act in December 2017, which reduced the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018, as discussed in Note 15.~~

~~Loss from discontinued operations, net of income taxes was~~ $0.9 million for the six months ended June 30, 2018. The loss in 2018 ~~compared~~related to ~~loss of $0.8 million for the six months ended June 30, 2017. In 2018, this result included~~ a charge of $0.9 million, net of tax of $0.3 million, as a result of agreement on the material terms of a settlement with the L&G Buyer related to the indemnification claims ~~further~~ discussed in Note 12. ~~The loss in 2017 was a result of the operations of the Brazil Business.~~

The Company’s primary sources of liquidity are cash generated from its operating and financing activities. The cash flows from operating activities are driven primarily by ~~its~~the Company’s operating results and changes in its working capital requirements which is supplemented by the Company’s utilization of its current credit facilities. In addition, the Company completed a public equity offering in the second quarter of 2018 that generated $79.5 million of net proceeds. The Company used a portion of the net proceeds received from the offering to repay a portion of its outstanding indebtedness during the second quarter of 2018 and intends to use the remaining proceeds to fund the growth of the business, including ~~through~~ selective acquisitions, and for other general corporate purposes.

The Company believes that cash flows from operations and available borrowing 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.

Net cash provided by operating activities from continuing operations was ~~$27.2~~$16.2 million for the six months ended June 30, ~~2018,~~2019, compared to ~~$26.3~~$27.2 million in the same period in ~~2017.~~2018. The ~~increase~~decrease was primarily due to ~~an increase in income from continuing operations of $10.4 million offset by~~ changes in working capital of ~~$6.9~~$12.4 million, which was primarily driven by ~~the~~a higher ~~overall~~variable compensation payout, timing of collections from customers and lower volume ~~during 2018 compared to 2017.~~with third party subcontractors in 2019.

Net cash provided by operating activities from discontinued operations was ~~$1.0~~$7.3 million in ~~2018~~2019 and resulted from the remaining receipt of the tax benefit from the worthless stock deduction related to the Brazil Business (see Note 4). Net cash flows provided by discontinued operations in 2018 resulted from the the partial receipt of the tax benefit from the worthless stock deduction related to the Brazil Business. The worthless stock deduction allowed the Company to reduce its estimated federal tax payments in 2018 by $4.3 million. This was partially offset by the payment of expenses related to the sale of the Brazil Business and the payment of the settlement with the L&G Buyer, more than offset by the partial receipt of the tax benefit from the worthless stock deduction related to the Brazil Business (see Note 4). The worthless stock deduction has allowed the Company to reduce its estimated federal tax payments to date in 2018 by $4.3 million.Buyer.

Net cash provided by investing activities from continuing operations was $3.1 million for the six months ended June 30, 2019 compared to cash provided of $0.3 million for the six months ended June 30, ~~2018 compared to cash used of $0.5~~2018. Capital expenditures were $4.4 million and $2.3 million for the six months ended June 30, ~~2017.~~2019 and 2018, respectively. Full year capital expenditures in 2019 are expected to be approximately $10 million. The Company received proceeds of $7.5 million in the first half of 2019 from the sale of fixed assets, substantially all of which was derived from the sale of two buildings previously classified as held for sale, as discussed in Note 3 and Note 5. The Company received proceeds of $2.6 million in the first half of 2018 from the sale of fixed assets, ~~a significant portion of~~ which ~~was derived from~~were primarily due to the sale and leaseback of the distribution center in Pomona, ~~California. The Company received proceeds of $1.8 million~~California, as discussed in the first half of 2017 from the sale of fixed assets, which were primarily due to asset dispositions in connection with the planned facility closures associated with the restructuring plan with the Material Handling Segment. Capital expenditures were $2.3 million for the six months ended June 30, 2018 and 2017. Full year capital expenditures in 2018 are expected to be approximately $10 to $12 million.Note 16.

The Company received net proceeds of $79.5 million from the public offering of common stock in ~~the current year.~~2018. Net payments on the credit facility were $72.5 million for the six months ended June 30, ~~2018 compared~~2018. There were no net payments on the credit facility for the six months ended June 30, 2019. The Company used cash to ~~$18.9~~pay dividends of $9.7 million and $8.3 million for the six months ended June 30, ~~2017. The Company used cash to pay dividends of $8.3 million~~2019 and ~~$8.1 million for the six months ended June 30,~~ 2018, ~~and 2017,~~ respectively.

Total debt outstanding at June 30, ~~2018~~2019 was ~~$78.7~~$77.0 million, net of ~~$1.4~~$1.0 million of deferred financing costs, compared with ~~$151.0~~$76.8 million at December 31, ~~2017.~~2018. The Company’s Loan Agreement provides available borrowing up to $200 million, reduced for letters of credit issued. As of June 30, ~~2018,~~2019, 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 and there was ~~$193.5~~$194.2 million available under our Loan Agreement.

As of June 30, ~~2018,~~2019, the Company was in compliance with all 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 June 30, ~~2018~~2019 are shown in the following table:

The Company does not have any off-balance sheet arrangements that have, or are reasonable to have, a current or future effect on financial condition, changes in financial condition, revenues of operations, liquidity, capital expenditures or capital resources that are material.

The Company has certain financing arrangements that require interest payments based on floating interest rates. 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~~As of June 30, ~~2018, if market interest rates increase one percent,~~2019, the ~~Company’s interest expense would increase approximately $0.1 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 sales made from businesses in Canada to customers in the United States (“U.S.”). These sales are denominated in U.S. dollars. 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 that are denominated in U.S. dollars. The net exposure generally ranges from $1 million to $5$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 June 30, ~~2018,~~2019, 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 June 30, ~~2018.~~2019.

During the six months ended June 30, ~~2018,~~2019, 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 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, ~~2017.~~2018. 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.

~~On July 11, 2013,~~The following table presents information regarding the ~~Board authorized~~Company’s stock repurchase plan during the 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 quarter ended June 30, 2018, 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 stock during the three months ended June 30, 2018.2019.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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	☐

~~Class~~		~~Outstanding as of July 31, 2018~~
~~Common Stock, without par value~~		~~35,204,082 shares~~

Part I — Financial Information
	��
Item 1. Financial Statements

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)	4

Condensed Consolidated Statements of Cash Flows (Unaudited)	56

Notes to Unaudited Condensed Consolidated Financial Statements	67

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1923

Item 3. Quantitative and Qualitative Disclosures About Market Risk	2529

Item 4. Controls and Procedures	2630

Part II — Other Information	2731

Item 1. Legal Proceedings	2731

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2731

Item 6. Exhibits	2731

Signatures	2832

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 101




☑	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

	Foreign Currency			Defined Benefit Pension Plans			Total
Balance at January 1, 2018	$	(12,750	)	$	(1,791	)	$	(14,541	)
Other comprehensive income (loss) before reclassifications		(1,843	)		201			(1,642	)
Reclassification of stranded tax effects to retained earnings⁽¹⁾		—			(315	)		(315	)
Net current-period other comprehensive income (loss)		(1,843	)		(114	)		(1,957	)
Balance at June 30, 2018	$	(14,593	)	$	(1,905	)	$	(16,498	)

	For the Quarter Ended June 30, 2018
	Material Handling		Distribution		Inter-company			Consolidated
Consumer	$	27,046	$	—	$	—		$	27,046
Vehicle		26,758		—		—			26,758
Food and beverage		15,308		—		—			15,308
Industrial		34,018		—		(47	)		33,971
Auto aftermarket		—		37,477		—			37,477
Total net sales	$	103,130	$	37,477	$	(47	)	$	140,560

	June 30, 2019
Right of use asset - operating leases	$	5,983

Operating lease liability - short-term	$	2,000
Operating lease liability - long-term		4,225
Total operating lease liabilities	$	6,225

		Quarter Ended		Six Months Ended
Lease Cost	Classification	June 30, 2019		June 30, 2019
Operating lease cost ⁽¹⁾	Cost of sales	$	442	$	857
Operating lease cost ⁽¹⁾	Selling, general and administrative expenses		426		897
Total lease cost		$	868	$	1,754

	Six Months Ended
Supplemental Cash Flow Information	June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,149
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases		1,037

Lease Term and Discount Rate	June 30, 2019
Weighted-average remaining lease term (years)
Operating leases		4.53
Weighted-average discount rate
Operating leases		5.0	%

Maturity of Lease Liabilities - As of June 30, 2019	Operating Leases
2019 ⁽¹⁾	$	1,203
2020		1,805
2021		1,107
2022		1,051
2023		906
After 2023		897
Total lease payments		6,969
Less: Interest		(744	)
Present value of lease liabilities	$	6,225

Year Ended December 31,
2019	$	2,492
2020		1,739
2021		982
2022		966
2023		841
Thereafter		811
Total	$	7,831

	Required Level	Actual Level
Interest Coverage Ratio	3.00 to 1 (minimum)		~~9.10~~14.42
Leverage Ratio	3.25 to 1 (maximum)		~~1.21~~1.18

	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)
4/1/2019 to 4/30/2019		—	$	—		5,547,665		2,452,335
5/1/2019 to 5/31/2019		—		—		5,547,665		2,452,335
6/1/2019 to 6/30/2019		—		—		5,547,665		2,452,335

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.
31.1		Certification of R. David Banyard, 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, 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 June 30, ~~2018,~~2019, 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.
~~August 3, 2018~~	~~/s/ Matteo Anversa~~
	~~Matteo Anversa~~
	~~Executive Vice President~~ ~~Chief Financial Officer and Corporate Secretary~~ ~~(Principal Financial Officer)~~
August ~~3, 2018~~2, 2019	/s/ Kevin L. Brackman
	Kevin L. Brackman
	Executive Vice President and Chief ~~Accounting~~Financial Officer (Principal Financial and Accounting Officer)