Myers Industries - 10-Q quarterly report FY2012 Q1

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

            For the quarterly period ended March 31, 2012

OR

            For the transition period from                     to                    

Commission File Number 1-8524

Myers Industries, Inc.

(Exact name of registrant as specified in its charter)

(330) 253-5592

(Registrant's telephone number, including area code)

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  x    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

Large accelerated filer  ¨                Accelerated filer  x                Non-accelerated filer  ¨                Smaller reporting company  ¨

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Information

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)

For the Three Months Ended March 31, 2012 and 2011

(Dollars in thousands, except share data)

See notes to unaudited condensed consolidated financial statements.

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Part I — Financial Information

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Position

(Dollars in thousands)

See notes to unaudited condensed consolidated financial statements.

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Part I — Financial Information

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Position

(Dollars in thousands, except share data)

See notes to unaudited condensed consolidated financial statements.

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Part I — Financial Information

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Three Months Ended March 31, 2012 and 2011

(Dollars in thousands)

See notes to unaudited condensed consolidated financial statements.

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Part I — Financial Information

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

For the Three Months Ended March 31, 2012

(Dollars in thousands, except per share data)

See notes to unaudited condensed consolidated financial statements.

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Part I — Financial Information

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except where otherwise indicated)

(Unaudited)

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (collectively, the “Company”), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). All intercompany accounts and transactions have been eliminated in consolidation. All subsidiaries that are not wholly owned and are not included in the consolidated operating results of the Company are immaterial investments which have been accounted for under the cost method. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles 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. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s latest annual report on Form 10-K.

In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 2012, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2012.

Reclassification

Certain prior year amounts in the accompanying condensed consolidated financial statements have been reclassified in conformity with generally accepted accounting principles to conform to the current year’s presentation.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) No. 2011-05,Comprehensive Income (Topic 220) – Presentation of Comprehensive Income. ASU No. 2011-05 requires companies to present the components of net income and other comprehensive income either as one continuous statement or two separate but consecutive statements. The update eliminates the option to report other comprehensive income and its components in the statement of changes in equity. ASU No. 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. The Company adopted this guidance on January 1, 2012. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements, as this guidance simply modifies the presentation of other comprehensive income previously disclosed in the financial statements.

Translation of Foreign Currencies

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

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Fair Value Measurement

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

The fair value of the Company’s cash, accounts receivable, accounts payable and accrued expenses are considered to have a fair value which 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 Credit Agreement approximates carrying value due to the floating interest rates and relative short maturity (less than 90 days) of the revolving borrowings under this agreement. The fair value of the Company’s $35 million fixed rate senior notes was estimated at $37.5 million at March 31, 2012 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.

Revenue Recognition

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

Accumulated Other Comprehensive Income

The balances in the Company’s accumulated other comprehensive income as of March 31, 2012 and March 31, 2011 are as follows:

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. The Company maintains operating cash and reserves for replacement balances in financial institutions which, from time to time, may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal.

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Inventories

Approximately twenty percent of the Company’s inventories use the last in first out (LIFO) method of determining cost. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Because these are subject to many factors beyond management's control, estimated interim results are subject to change in the final year-end LIFO inventory valuation and therefore, no adjustment was recorded as of the first quarter ended March 31.

Acquisitions

In 2011, the Company acquired tooling assets and intellectual property for a new reusable plastic container used in producing, shipping and processing bulk natural cheese from Material Improvements L.P. The total purchase price was $5.7 million, comprised of a $1.1 million cash payment and $4.6 million contingent consideration. The allocation of purchase price included $0.3 million of property, plant and equipment, amortizable intangible assets, which included $1.3 million in technology and $0.2 million for trade name, and $3.9 million in goodwill. These assets and liabilities incurred were recorded at estimated fair value as of the date of the acquisition using primarily level 3 inputs. The operating results of the business acquired are included in our Material Handling Segment.

Goodwill

The Company is required to test for impairment on at least an annual basis. In addition, the Company tests for impairment whenever events or circumstances indicate that it is more likely than not that the fair value of a reporting unit are below its carrying amount. Such events may include, but are not limited to, significant changes in economic and competitive conditions, the impact of the economic environment on the Company's customer base or its businesses, or a material negative change in its relationships with significant customers. The Company last conducted its annual impairment assessment as of October 1.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 350), effective for fiscal years beginning after December 15, 2011. The update gives companies the option to perform a qualitative assessment that may enable them to forgo the annual two-step test for impairment. ASU No. 2011-08 allows a qualitative assessment to first be performed to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If a company concludes that this is the case, it must perform the two-step test. Otherwise a company does not have to perform the two-step test. The ASU also includes a revised list of events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company conducted its annual impairment assessment as of October 1, 2011 which included adoption of this guidance.

The change in goodwill for the three months ended March 31, 2012 was as follows:

(In thousands)

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Net Income Per Common Share

Net income per common share, as shown on the Condensed Consolidated Statements of Income and Comprehensive Income, is determined on the basis of the weighted average number of common shares outstanding during the periods as follows:

Options to purchase 217,500 and 1,767,454 shares of common stock that were outstanding at March 31, 2012 and 2011, respectively, 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 their effect would be anti-dilutive.

Supplemental Disclosure of Cash Flow Information

Restructuring

During the quarter ended March 31, 2012, the Company recorded net expenses of $0.5 million in selling, general and administrative (“SG&A”) and $0.1 million in cost of goods sold for costs associated with restructuring plans including non-cancelable lease obligations, severance, consulting and other related charges. Estimated lease obligations associated with closed facilities were based on level 2 inputs.

In the quarter ended March 31, 2012, restructuring costs of $0.2 million for severance and personnel costs and $0.3 million for consulting and non-cancelable lease costs were recorded for the Distribution Segment. In addition, $0.1 million of restructuring charges were recorded in the Engineered Products Segment related to non-cancelable lease costs.

In the quarter ended March 31, 2011, the Company recorded $0.6 million of restructuring costs which included charges of $0.3 million related to the Distribution Segment and a $0.3 million for an impairment related to an idle Lawn and Garden manufacturing facility. Impairment charges for property, plant and equipment were based on appraisals or estimated market values of similar assets which are considered level 2 inputs.

The amounts for severance and other exit costs associated with restructuring are included in Other Accrued Expenses on the accompanying Condensed Consolidated Statements of Financial Position.

As a result of restructuring activity including plant closures, approximately $5.7 million of property, plant and equipment has been classified as held for sale as of both March 31, 2012 and December 31, 2011, and is included in other assets in the Condensed Consolidated Statements of Financial Position. The Company is actively pursuing disposal including the sale of these facilities.

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Stock Compensation

The Company’s 2008 Incentive Stock Plan (the “2008 Plan”) authorizes the Compensation Committee of the Board of Directors to issue up to 3,000,000 shares of various types of stock based awards including stock options, restricted stock and stock appreciation rights to key employees and directors. In general, options granted and outstanding vest over a three period and expire ten years from the date of grant.

Stock compensation expense reduced income before taxes approximately $0.7 million and $0.6 million for the three months ended March 31, 2012 and 2011, respectively. These expenses are included in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. Total unrecognized compensation cost related to non-vested share based compensation arrangements at March 31, 2012 was approximately $5.0 million, which will be recognized over the next three years.

On March 2, 2012, stock options for 323,200 shares were granted with a three year vesting period. The fair value of options granted is estimated using a binomial lattice option pricing model based on assumptions set forth in the following table. The Company uses historical data to estimate employee exercise and departure behavior. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and through the expected term. The dividend yield is based on the Company's historical dividend yield. The expected volatility is derived from historical volatility of the Company's shares and those of similar companies measured against the market as a whole.

The following table provides a summary of stock option activity for the period ended March 31, 2012:

The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The intrinsic value of stock options exercised during the three months ended March 31, 2012 and 2011 was $94 and $1, respectively.

On March 2, 2012, 90,495 shares of restricted stock were granted with a three year vesting period. The restricted stock had a grant date fair value of $12.96 per share, which was the closing price of the common stock on the date of grant.

The following table provides a summary of restricted stock activity for the period ended March 31, 2012:

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The restricted stock awards are rights to receive shares of common stock, subject to forfeiture and other restrictions, which generally vest over a three to four year period. Restricted shares are considered to be non-vested shares under the accounting guidance for share-based payment and are not reflected as issued and outstanding shares until the restrictions lapse. At that time, the shares are released to the grantee and the Company records the issuance of the shares. Restricted shares are valued on the grant date based on the price issued. At March 31, 2012, shares of restricted stock had vesting periods up through March 2015.

Contingencies

The Company is a defendant in various lawsuits and a party to various other legal proceedings, in the ordinary course of business, some of which are covered in whole or in part by insurance.

Other

In October 2009, an employee was fatally wounded while performing maintenance at the Company’s manufacturing facility in Springfield, Missouri. On February 22, 2011, the family of the deceased filed a civil complaint against the manufacturer of the press involved in the incident and the Buckhorn Inc. employee involved in the incident. Buckhorn Inc. has not been named as a party to this lawsuit. At this time the Company is not able to determine whether this proceeding or the incident will result in legal exposure to the Company, or if any such liability that results would be material to the Company’s financial statements. The Company believes that it has adequate insurance to resolve any claims resulting from this incident.

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

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

Retirement Plans

The Company and certain of its subsidiaries have pension and profit sharing plans covering substantially all of their employees. The Company’s frozen defined benefit pension plan (“The Pension Agreement between Akro-Mils and United Steelworkers of America Local No. 1761-02”) provides benefits primarily based upon a fixed amount for each year of service as defined.

Net periodic pension cost for the three months ended March 31, 2012 and 2011 was as follows:

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Effective January 1, 2012, the Company changed its profit sharing and 401(k) plan which includes an increase in the Company’s matching contributions and the frequency of the Company’s match. The Myers Industries Profit Sharing and 401(k) Plan is maintained for the Company’s U.S. based employees, not covered under defined benefit plans, who have met eligibility service requirements.

In addition, the Company has a Supplemental Executive Retirement Plan (“SERP”) to provide certain participating senior executives with retirement benefits in addition to amounts payable under the profit sharing plan. Expense related to the SERP was approximately $0.1 million and $0.2 million for the three months ended March 31, 2012 and 2011, respectively. The SERP liability is based on the discounted present value of expected future benefit payments using a discount rate of 4.50%. The SERP liability was approximately $4.6 million at March 31, 2012 and $4.5 million at December 31, 2011, and is included in accrued employee compensation and other long-term liabilities on the accompanying Condensed Consolidated Statements of Financial Position. The SERP is unfunded.

Income Taxes

The total amount of gross unrecognized tax benefits that would reduce the Company’s effective tax rate was $0.5 million at March 31, 2012 and $1.1 million at December 31, 2011. The recognition of $0.6 million of previously reserved tax benefits was based on the Company’s determination that various state and federal tax issues have been effectively settled in the quarter ended March 31, 2012. The impact of these tax benefits in the quarter ended March 31, 2012 was essentially offset by tax expense on pension liability previously recognized in other comprehensive income. The amount of accrued interest expense included as a liability within the Company’s Condensed Consolidated Statements of Financial Position as of March 31, 2012 and December 31, 2011 was $0.1 million.

As of March 31, 2012, the Company and its significant subsidiaries are subject to examination for the years after 2005 in Brazil, after 2006 in Canada, and after 2007 in the United States. The Company and its subsidiaries are subject to examination in certain states within the United States starting after 2006 and in the remaining states after 2007.

The Company is currently under examination of Federal income tax returns for 2009 and 2010 in the United States and for 2008 and 2007 in Canada, as well as certain states. The Company does not expect any significant changes to its unrecognized tax benefits in the next 12 months.

Industry Segments

Using the criteria of ASC 280 Segment Reporting, the Company has four operating segments: Material Handling, Lawn and Garden, Distribution and Engineered Products. Each of these operating segments is also a reportable segment under the ASC 280 criteria. None of the reportable segments include operating segments that have been aggregated. Some of these segments contain individual business components that have been aggregated on the basis of common management, customers, products, production processes and economic characteristics. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up.

Income before income taxes for each business segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing business segment operating income, general corporate overhead expenses and interest expenses are not included.

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Comparison of the First Quarter of 2012 to the First Quarter of 2011

Net Sales:

Net sales in the first quarter of 2012 were $198.8 million, an increase of $3.3 million or 2% compared to the prior year. Sales increased in our Engineered Products and Distribution Segments, which were somewhat mitigated by reduced sales in our Lawn and Garden and Material Handling Segments. Overall, higher sales volume of $2.4 million driven by our growth and innovation initiative and improved pricing of $1.4 million, were partially offset by unfavorable foreign currency translation of $0.5 million.

Net sales in the Material Handling Segment decreased $0.5 million or 1% in the first quarter of 2012 compared to the same quarter in 2011. Lower sales in the manufacturing and automotive markets more than offset higher sales in food processing and agricultural markets resulting in a reduction in volume of $0.6 million. The decrease in current quarter net sales included $0.1 million from the effect of unfavorable foreign currency translation, while improved pricing actions in response to higher raw material costs and customer mix added $0.2 million in sales quarter over quarter.

Net sales in the Lawn and Garden Segment in the first quarter of 2012 were down $8.0 million or 12% compared to the first quarter of 2011. The decrease in net sales primarily reflected lower volume of $8.5 million resulting from the effect of accelerating sales in the fourth quarter of 2011 and a build of customer inventories due to the prolonged effect of the weak growing season in 2011. The lower sales volumes along with $0.3 million from the effect of unfavorable foreign currency translation were partially offset by $0.8 million from favorable pricing actions taken to offset rising raw material costs.

Net sales in the Distribution Segment increased $1.1 million or 3% in the first quarter of 2012 compared to the first quarter of 2011. Increased sales were due to favorable product mix and higher volume from new products and service offerings which more than offset a decline in equipment sales in the first quarter of 2012 compared to the first quarter of 2011.

In the Engineered Products Segment, net sales in the first quarter of 2012 increased $9.3 million, or 33% compared to the prior year. Net sales increased due to higher sales volumes of $8.9 million driven by strong demand in the transplant automotive, marine and custom markets. Higher selling prices of $0.4 million also contributed to the stronger sales performance.

Cost of Sales & Gross Profit:

Gross margin expansion in the first quarter of 2012 compared to the same quarter of 2011 was largely the result of cost reductions generated by the Company’s operations excellence initiatives combined with favorable product mix. Purchasing actions taken in the first quarter of 2012 for certain raw materials contributed to additional cost savings year over year.

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Selling, General and Administrative Expenses:

Selling, general and administrative (“SG&A”) expenses decreased $0.8 million compared to the first quarter of 2011. SG&A was impacted by a reduction in bad debt expense of $2.2 million attributable primarily to recording a $1.4 million expense in 2011 and recovery of $1.1 million of the amount in 2012, as amounts have been received for that one specific customer. The decrease in SG&A was offset by additional expenses of $1.5 million for employee benefits principally related to hospitalization, and higher selling and administrative costs. SG&A expense for the first quarter of 2012 also included restructuring charges of $0.5 million for severance, consulting and lease obligation costs. Restructuring charges in the first quarter of 2011 included $0.3 million for consulting and lease obligations.

Impairment Charges:

In the first quarter of 2011, there was an impairment charge of $0.3 million, included in SG&A, related to a closed manufacturing facility in the Lawn and Garden Segment.

Interest Expense:

Net interest expense in the first quarter of 2012 was $1.1 million, a decrease of 13% compared to the prior year. Lower borrowing levels more than offset a higher average interest rate.

Income Before Taxes:

Income before taxes for the quarter ended March 31, 2012 was $16.0 million, an improvement of $4.9 million compared to $11.1 million in the first quarter of 2011. The increase was primarily due to lower manufacturing and raw material costs resulting from our operations excellence initiatives, and a more favorable product mix on slightly higher net sales.

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Income Taxes:

The effective tax rate was 37.7% for the first quarter of 2012 compared to 39.6% in the prior year. The lower effective tax rate in 2012 is attributable to changes in the mix of domestic and foreign composition of income and foreign tax rate differences as well as increased benefits from the estimated domestic production deduction for the current year. In the quarter ended March 31, 2012, the reversal of approximately $0.6 million of previously unrecognized tax benefits was offset by tax expense on pension liability recognized in other comprehensive income in a prior period.

Financial Condition & Liquidity and Capital Resources

Cash used for operating activities was $6.4 million for the three months ended March 31, 2012 compared to cash used of $0.4 million for the three months ended March 31, 2011. The increased use of cash during the quarter was primarily related to the seasonal build of working capital. Cash used for working capital increased by $5.9 million for the three months ended March 31, 2012 compared to the prior year attributable to higher inventory and cash used for payments on accounts payable and accrued expenses. The Company utilized its line of credit to fund the additional cash requirements. Net income was $10.0 million for the three months ended March 31, 2012 compared to $6.7 million for the three months ended March 31, 2011. Non-cash charges including depreciation and impairment charges were $8.3 million for the three months ended March 31, 2012 compared to $9.0 million for the three months ended March 31, 2011.

Capital expenditures for the three months ended March 31, 2012 were $3.1 million and for the full year are expected to be approximately $30 million. In the three months ended March 31, 2012, the Company received approximately $1.3 million in cash proceeds from the sale of a warehouse, equipment and molds. In addition, the Company paid dividends of $2.3 million in both the three months ended March 31, 2012 and 2011.

Total debt at March 31, 2012 was approximately $80.2 million compared with $74.0 million at December 31, 2011. The Company’s 2010 Credit Agreement provides available borrowing up to $180 million, reduced for letters of credit issued, and, as of March 31, 2012, there was $129.0 million available under this agreement. As of March 31, 2012, 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 and taxes divided by interest expense, and a leverage ratio, defined as earnings before interest, taxes, depreciation and amortization, as adjusted, compared to total debt. The ratios as of and for the period ended March 31, 2012 are shown in the following table:

The Company believes that cash flows from operations and available borrowing under its Credit Agreement will be sufficient to meet expected business requirements including strategic initiatives, capital expenditures, dividends, working capital, and debt service into the foreseeable future.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk and Derivative Financial Instruments

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 March 31, 2012, if market interest rates increase one percent, the Company’s interest expense would increase approximately $0.4 million annually.

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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. These sales are denominated in U.S. dollars. In addition, the Company’s subsidiary in Brazil has loans 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 and Brazil that are denominated in U.S. dollars. The net exposure generally ranges from $5 to $10 million. The foreign currency contracts and arrangements created under this program are not designated as hedged items under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“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 income statement. The Company’s foreign currency arrangements are generally three months or less and, as of March 31, 2012, 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.

Item 4. Controls and Procedures

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. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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 at a reasonable assurance level as of the end of the period covered by this report.

There has been no change in the Company's internal controls over financial reporting during the Company's most recent fiscal quarter that has materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

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.

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(a) Exhibits

Exhibit Index

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SIGNATURE

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.

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