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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

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 common shares outstanding as of ~~October 28, 2019: 5,008,398.~~April 27, 2020: 4,979,833.

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
(Thousands of dollars, except share and per share data)	(Unaudited)						(Unaudited)
ASSETS
Cash and cash equivalents	$	41,158		$	43,609		$	34,117		$	38,929
Accounts receivable, less allowances of $3,845 ($3,178 in 2018)		85,842			73,139
Accounts receivable, less allowances of $3,326 ($3,849 in 2019)								83,441			83,517
Inventories - net		92,227			85,259			92,513			95,718
Prepaids		6,821			6,205			6,255			6,921
Prepaid taxes		2,068			3,169			3,498			2,601
Other current assets		4,798			2,882			2,659			4,289
TOTAL CURRENT ASSETS		232,914			214,263			222,483			231,975
Property, plant and equipment - net		117,697			102,955			119,356			124,018
Operating lease, right-of-use assets		12,512			0			13,062			12,453
Intangibles - net		15,216			8,458			13,480			15,116
Goodwill		25,278			15,621			25,814			27,840
Deferred income taxes		8,220			6,900			6,094			7,564
Other assets		13,167			10,600			12,968			14,605
TOTAL ASSETS	$	425,004		$	358,797		$	413,257		$	433,571
LIABILITIES AND SHAREHOLDERS’ EQUITY
Trade accounts payable	$	28,607		$	26,414		$	28,534		$	28,282
Notes payable to banks		7,398			9,042			10,512			8,696
Operating lease liabilities, current		2,090			0			1,991			2,062
Current portion of long-term debt		2,719			1,448			3,309			3,354
Accrued compensation and amounts withheld from employees		14,957			11,153			11,220			11,817
Accrued expenses and other liabilities		17,806			12,582			13,993			16,718
Accrued profit-sharing and other benefits		5,959			6,982			2,447			7,213
Dividends payable		1,132			1,051			1,205			1,173
Income taxes payable		2,814			815			1,240			1,758
TOTAL CURRENT LIABILITIES		83,482			69,487			74,451			81,073
Long-term debt, less current portion		52,888			24,960			58,724			53,722
Unfunded pension obligation		5,082			5,259			5,279			5,278
Operating lease liabilities, non-current		8,366			0			8,675			8,246
Deferred income taxes		3,619			1,711			2,829			3,116
Other noncurrent liabilities		11,850			8,010			11,799			13,568
SHAREHOLDERS’ EQUITY
Shareholders’ equity:
Common shares - $2 par value per share, 15,000,000 shares authorized, 5,016,293 and 5,020,410 issued and outstanding, at September 30, 2019 and December 31, 2018, respectively		12,825			12,662
Common shares issued to rabbi trust, 267,641 and 269,630 shares at September 30, 2019 and December 31, 2018, respectively		(10,981	)		(11,008	)
Common shares - $2 par value per share, 15,000,000 shares authorized, 4,995,114 and 4,992,979 issued and outstanding, at March 31, 2020 and December 31, 2019, respectively								13,003			12,848
Common shares issued to rabbi trust, 264,283 and 267,641 shares at March 31, 2020 and December 31, 2019, respectively								(10,880	)		(10,981	)
Deferred compensation liability		10,981			11,008			10,880			10,981
Paid-in capital		37,642			34,401			39,747			38,854
Retained earnings		348,710			334,170			355,984			353,292
Treasury shares, at cost, 1,396,152 and 1,310,387 shares at September 30, 2019 and December 31, 2018, respectively		(76,781	)		(72,280	)
Treasury shares, at cost, 1,506,481 and 1,431,235 shares at March 31, 2020 and December 31, 2019, respectively								(83,086	)		(79,106	)
Accumulated other comprehensive loss		(62,733	)		(59,583	)		(74,136	)		(57,353	)
TOTAL PREFORMED LINE PRODUCTS, COMPANY SHAREHOLDERS’ EQUITY		259,663			249,370			251,512			268,535
Noncontrolling interest		54			0			(12	)		33
TOTAL SHAREHOLDERS’ EQUITY		259,717			249,370			251,500			268,568
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	425,004		$	358,797		$	413,257		$	433,571

	Three Months Ended September 30						Nine Months Ended September 30						Three Months Ended March 31
	2019			2018			2019			2018			2020			2019
(Thousands of dollars, except per share data)
Net sales	$	119,217		$	108,413		$	331,212		$	315,467		$	102,852		$	97,153
Cost of products sold		79,874			74,922			226,798			215,255			69,942			69,888
GROSS PROFIT		39,343			33,491			104,414			100,212			32,910			27,265
Costs and expenses
Selling		9,410			8,965			26,868			27,297			8,905			8,413
General and administrative		13,275			11,655			38,486			33,859			13,434			12,318
Research and engineering		4,240			3,706			12,809			11,013			4,296			4,140
Other operating expense - net		775			1,150			1,447			2,950			1,122			348
		27,700			25,476			79,610			75,119			27,757			25,219
OPERATING INCOME		11,643			8,015			24,804			25,093			5,153			2,046
Other income (expense)
Interest income		211			111			613			340			111			179
Interest expense		(735	)		(364	)		(1,688	)		(992	)		(709	)		(368	)
Other income - net		138			94			306			267			549			71
		(386	)		(159	)		(769	)		(385	)		(49	)		(118	)
INCOME BEFORE INCOME TAXES		11,257			7,856			24,035			24,708			5,104			1,928
Income tax expense (benefit)		3,213			(1,198	)		6,302			3,390
Income tax expense														1,451			104
NET INCOME	$	8,044		$	9,054		$	17,733		$	21,318		$	3,653		$	1,824
Less: Net income attributable to noncontrolling interests		93			0			54			0
Add: Net adjustment attributable to noncontrolling interests														45			0
NET INCOME ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS	$	7,951		$	9,054		$	17,679		$	21,318		$	3,698		$	1,824
AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING:
Basic		5,024			5,025			5,039			5,038			5,008			5,045
Diluted		5,119			5,138			5,077			5,088			5,017			5,054
EARNINGS PER SHARE OF COMMON STOCK ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS:
Basic	$	1.58		$	1.80		$	3.51		$	4.23		$	0.74		$	0.36
Diluted	$	1.55		$	1.76		$	3.48		$	4.19		$	0.74		$	0.36

	Nine Months Ended September 30						Three Months Ended March 31
	2019			2018			2020			2019
(Thousands of dollars)
OPERATING ACTIVITIES
Net income	$	17,733		$	21,318		$	3,653		$	1,824
Adjustments to reconcile net income to net cash provided by (used in) operations:
Depreciation and amortization		9,844			9,295			3,357			3,140
Provision for accounts receivable allowances		1,327			853			424			440
Provision for inventory reserves		1,288			1,728			365			87
Deferred income taxes		(1,503	)		(480	)		1,163			96
Share-based compensation expense		3,344			2,301			976			928
Gain on sale of property and equipment		(47	)		(147	)		0			(33	)
Other - net		(35	)		152			(364	)		(137	)
Changes in operating assets and liabilities
Accounts receivable		(12,865	)		(17,471	)		(5,192	)		391
Inventories		(6,891	)		(9,912	)		(3,481	)		(2,376	)
Trade accounts payable and accrued liabilities		11,591			8,870			(2,112	)		1,481
Income taxes - net		1,880			(726	)		(328	)		(775	)
Contributions to company pension plan		0			(5,340	)
Other - net		(4,997	)		(3,354	)		(1,516	)		(4,565	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		20,669			7,087
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES								(3,055	)		501
INVESTING ACTIVITIES
Capital expenditures		(21,950	)		(7,292	)		(5,997	)		(2,396	)
Proceeds from the sale of property and equipment		48			3
Purchase of marketable securities		(496	)		(4,690	)		0			(496	)
Proceeds from marketable securities		2,309			2,953
Purchase of company owned life insurance policy		(2,309	)		(2,953	)
Acquisition of businesses, net of cash acquired		(18,894	)		0
Acquisition, net of cash acquired								0			(10,173	)
NET CASH USED IN INVESTING ACTIVITIES		(41,292	)		(11,979	)		(5,997	)		(13,065	)
FINANCING ACTIVITIES
(Decrease) increase in notes payable to banks		(1,478	)		3,131
Increase (decrease) in notes payable to banks								3,337			(1,307	)
Proceeds from long-term debt		70,730			57,488			24,945			33,132
Payments of long-term debt		(41,578	)		(59,295	)		(17,652	)		(17,354	)
Dividends paid		(3,226	)		(3,121	)		(1,175	)		(1,043	)
Proceeds from issuance of common shares		29			1,146			236			0
Purchase of common shares for treasury		(2,397	)		(155	)		(1,602	)		(239	)
Purchase of common shares for treasury from related parties		(2,104	)		(3,971	)		(2,378	)		(2,055	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		19,976			(4,777	)
NET CASH PROVIDED BY FINANCING ACTIVITIES								5,711			11,134
Effects of exchange rate changes on cash and cash equivalents		(1,778	)		(1,569	)		(1,805	)		1,292
Net (decrease) increase in cash, cash equivalents and restricted cash		(2,425	)		(11,238	)
Net decrease in cash, cash equivalents and restricted cash								(5,146	)		(138	)
Cash, cash equivalents and restricted cash at beginning of year		43,910			45,579			39,263			43,910
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD⁽¹⁾	$	41,485		$	34,341		$	34,117		$	43,772

The accompanying unaudited consolidated financial statements of Preformed Line Products Company and subsidiaries (the “Company” or “PLPC”) have been prepared in accordance with United States of America (U.S.) generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from these estimates. In the opinion of management, these consolidated financial statements contain all estimates and adjustments, consisting of normal recurring accruals, required to fairly present the financial position, results of operations, and cash flows for the interim periods. Operating results for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 are not necessarily indicative of the results to be expected for the full-year ending December 31, ~~2019.~~2020.

Noncontrolling interests are presented in the Company’s consolidated financial statements as if parent company investors (controlling interests) and other minority investors (noncontrolling interests) in partially-owned subsidiaries have similar economic interests in a single entity. As a result, investments in noncontrolling interests are reported as equity in our consolidated financial statements. Additionally, the Company’s consolidated financial statements include 100% of a controlled subsidiary’s earnings, rather than only its share. Transactions between the parent company and noncontrolling interests are reported in equity as transactions between stockholders, provided that these transactions do not create a change in control.

The Consolidated Balance Sheet at December 31, ~~2018~~2019 has been derived from the audited consolidated financial statements but does not include all of the information and notes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes to consolidated financial statements included in the Company’s ~~2018~~2019 Annual Report on Form 10-K filed on March ~~8, 2019~~6, 2020 with the Securities and Exchange Commission.

Net sales include products and shipping and handling charges, net of estimates for product returns. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when the Company satisfies the performance obligations under the contract and control of the product is transferred to the customer, primarily based on shipping terms. Revenue for shipping and handling charges are recognized at the time the products are shipped to, delivered to or picked up by the customer. The Company estimates product returns based on historical return rates.

	Three Months Ended September 30, 2019															Three Months Ended March 31, 2020
Product Type	PLP-USA			The Americas			EMEA			Asia-Pacific			Consolidated			PLP-USA			The Americas			EMEA			Asia-Pacific			Consolidated
Energy		63	%		72	%		54	%		75	%		66	%		64	%		71	%		62	%		74	%		66	%
Communications		29			26			34			5			23			30			22			30			4			24
Special Industries		8			2			12			20			11			6			7			8			22			10
Total		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%


	Three Months Ended September 30, 2018															Three Months Ended March 31, 2019
Product Type	PLP-USA			The Americas			EMEA			Asia-Pacific			Consolidated			PLP-USA			The Americas			EMEA			Asia-Pacific			Consolidated
Energy		60	%		51	%		63	%		68	%		61	%		64	%		59	%		77	%		63	%		65	%
Communications		33			44			25			4			26			30			34			14			6			22
Special Industries		7			5			12			28			13			6			7			9			31			13
Total		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Cost of inventories for certain material is determined using the last-in-first-out (LIFO) method and totaled approximately ~~$30.3~~$30.8 million at ~~September 30, 2019~~March 31, 2020 and ~~$29.5~~$32.0 million at December 31, ~~2018.~~2019. An actual valuation of inventories under the LIFO method can be made only at the end of the year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Because these estimates are subject to change and may be different than the actual inventory levels and costs at the end of the year, interim results are subject to the final year-end LIFO inventory valuation. During the ~~three and nine-month~~three-month periods ended ~~September 30,~~March 31, 2020 and 2019, the net change in LIFO inventories resulted in ~~$.1~~$.2 million and ~~$.5~~$.3 million, respectively, of expense ~~respectively,~~ to Income before income taxes. ~~During the three and nine-month periods ended September 30, 2018, the net change in LIFO inventories resulted in $.6 million and $1.1 million of expense, respectively, to Income before income taxes.~~

Noncurrent inventory is included in Other assets on the Consolidated Balance Sheets.

Major classes of Property, plant and equipment are stated at cost and were as follows:

The Company can be party to a variety of pending legal proceedings and claims arising in the normal course of business, including, but not limited to, litigation relating to employment, workers’ compensation, product liability, environmental and intellectual property. The Company has liability insurance to cover many of these claims.

Although the outcomes of these matters are not predictable with certainty, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In the event the Company determines that a loss is not probable, but is reasonably possible, and the likelihood to develop what the Company believes to be a reasonable range of potential loss exists, the Company will include disclosure related to such matters. To the extent that there is a reasonable possibility the losses could exceed amounts already accrued, the Company will adjust the accrual in the period in which the determination is made, disclose an estimate of the additional loss or range of loss and if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.

The Company and its subsidiaries Helix Uniformed Ltd. (“Helix”) and Preformed Line Products (Canada) Limited (“PLPC Canada”), were each named, jointly and severally, with each of SNC-Lavalin ATP, Inc. (“SNC ATP”), HD Supply Canada Inc., by its trade names HD Supply Power Solutions and HD Supply Utilities (“HD Supply”), and Anixter Power Solutions Canada Inc. (the corporate successor to HD Supply), “Anixter” and, together with the Company, PLPC Canada, Helix, SNC ATP and HD Supply, the (“Defendants”) in a complaint filed by Altalink, L.P. (the “Plaintiff”) in the Court of Queen’s Bench of Alberta in Alberta, Canada in November 2016 (the “Complaint”).

The Complaint states that Plaintiff engaged SNC ATP to design, engineer, procure and construct numerous power distribution and transmission facilities in Alberta (the “Projects”) and that through SNC ATP and HD Supply (now Anixter), spacer dampers manufactured by Helix were procured and installed in the Projects. The Complaint alleges that the spacer dampers have and may continue to become loose, open and detach from the conductors, resulting in damage and potential injury and a failure to perform the intended function of providing spacing and damping to the Project. The Plaintiffs were initially seeking an estimated $56.0 million Canadian dollars in damages jointly and severally from the Defendants, representing the costs of monitoring and replacing the spacer dampers and remediating property damage, due to alleged defects in the design and construction of, and supply of materials for, the Projects by SNC ATP and HD Supply/Anixter and in the design of the spacer dampers by Helix. The Plaintiffs reduced their demand for damages to $29.4 million Canadian dollars on June 1, 2018.

The Company believes the claims against it are without merit and intends to vigorously defend against such claims. The Company is unable to predict the outcome of this case and cannot reasonably estimate a potential range of loss. However, if it is to be determined to be adverse to the Company, it could have a material effect on the Company’s financial results.

The Company is not a party to any other pending legal proceedings that the Company believes would, individually or in the aggregate, have a material adverse effect on its financial condition, results of operations or cash flows.

The following table reflects the changes in shareholders equity for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:

Accumulated Other
Comprehensive Income
(Loss)

Common Shares

Common
Shares
Issued to
Rabbi Trust

Deferred
Compensation Liability

Paid in
Capital

Retained
Earnings

Treasury
Shares

Cumulative
Translation
Adjustment

Unrecognized
Pension
Benefit Cost

Total
Preformed
Line
Products
Company
Equity

Noncontrolling
Interests

Total
Equity

(In thousands, except share and per share data)

Balance at December 31, 2018

$
12,662

$
(11,008
)

$
11,008

$
34,401

$
334,170

$
(72,280
)

$
(53,710
)

$
(5,873
)

$
249,370

$
0

$
249,370

Net income

1,824

1,824

1,824

Foreign currency translation
   adjustment

1,353

1,353

1,353

Recognized net actuarial gain,
   net of tax provision of $32

93

93

93

Total comprehensive
   income

3,270

3,270

Share-based compensation

928

(36
)

892

892

Purchase of 40,891 common
   shares

(2,294
)

(2,294
)

(2,294
)
Issuance of 78,821 common
   shares

159

(18
)

141

141

Common shares issued to
   rabbi trust of 705, net

(30
)

30

0

0

Cash dividends declared –
   $.20 per share

(165
)

(1,011
)

(1,176
)

(1,176
)
Balance at March 31, 2019

$
12,821

$
(11,038
)

$
11,038

$
35,146

$
334,947

$
(74,574
)

$
(52,357
)

$
(5,780
)

$
250,203

$
0

$
250,203

Net income

7,904

7,904

(39
)

7,865

Foreign currency translation
   adjustment

1,100

1,100

1,100

Recognized net actuarial gain,
   net of tax provision of $31

93

93

93

Total comprehensive
   income

9,097

(39
)

9,058

Share-based compensation

1,028

(43
)

985

985

Purchase of 29,724 common
   shares

(1,456
)

(1,456
)

(1,456
)
Issuance of 525 common
   shares

1

26

27

27

Common shares issued to
   rabbi trust of 525, net

(28
)

28

0

0

Cash dividends declared –
   $.20 per share

(1,004
)

(1,004
)

(1,004
)
Balance at June 30, 2019

$
12,822

$
(11,066
)

$
11,066

$
36,200

$
341,804

$
(76,030
)

$
(51,257
)

$
(5,687
)

$
257,852

$
(39
)

$
257,813

Net income

7,951

7,951

93

8,044

Foreign currency translation
   adjustment

(5,897
)

(5,897
)

(5,897
)
Recognized net actuarial gain,
   net of tax provision of $32

108

108

108

Total comprehensive
   income

2,162

93

2,255

Share-based compensation

1,388

(43
)

1,345

1,345

Purchase of 15,150 common
   shares

(751
)

(751
)

(751
)
Issuance of 1,262 common
   shares

3

54

57

57

Common shares distributed
   from rabbi trust of 3,219, net

85

(85
)

0

0

Cash dividends declared –
   $.20 per share

(1,002
)

(1,002
)

(1,002
)
Balance at September 30,
   2019

$
12,825

$
(10,981
)

$
10,981

$
37,642

$
348,710

$
(76,781
)

$
(57,154
)

$
(5,579
)

$
259,663

$
54

$
259,717


																		Accumulated Other Comprehensive Income (Loss)
	Common Shares		Common Shares Issued to Rabbi Trust			Deferred Compensation Liability			Paid in Capital			Retained Earnings			Treasury Shares			Cumulative Translation Adjustment			Unrecognized Pension Benefit Cost			Total Preformed Line Products Company Equity			Noncontrolling Interests			Total Equity
	(In thousands, except share and per share data)
Balance at December 31, 2019	$	12,848	$	(10,981	)	$	10,981		$	38,854		$	353,292		$	(79,106	)	$	(51,682	)	$	(5,671	)	$	268,535		$	33		$	268,568
Net income													3,698												3,698			(45	)		3,653
Foreign currency translation adjustment																			(16,881	)					(16,881	)					(16,881	)
Recognized net actuarial gain, net of tax provision of $31																						98			98						98
Total comprehensive income																									(13,085	)		(45	)		(13,130	)
Share-based compensation										976			(43	)											933						933
Purchase of 75,246 common shares																(3,980	)								(3,980	)					(3,980	)
Issuance of 77,381 common shares		155																							155						155
Common shares distributed from rabbi trust of 3,358, net				101			(101	)																	0						0
Cash dividends declared - $.20 per share										(83	)		(963	)											(1,046	)					(1,046	)
Balance at March 31, 2020	$	13,003	$	(10,880	)	$	10,880		$	39,747		$	355,984		$	(83,086	)	$	(68,563	)	$	(5,573	)	$	251,512		$	(12	)	$	251,500

Accumulated Other
Comprehensive Income
(Loss)

Common Shares

Common
Shares
Issued to
Rabbi Trust

Deferred
Compensation
Liability

Paid in
Capital

Retained
Earnings

Treasury
Shares

Cumulative
Translation
Adjustment

Unrecognized
Pension
Benefit Cost

Total
Equity

(In thousands, except share and per share data)

Balance at December 31, 2017

$
12,593

$
(11,834
)

$
11,834

$
29,734

$
311,765

$
(68,115
)

$
(41,425
)

$
(6,015
)

$
238,537

Net income

5,528

5,528

Foreign currency translation
   adjustment

3,832

3,832

Recognized net actuarial gain, net
   of tax provision of $30

91

91

Total comprehensive income

9,451

Share-based compensation

790

(9
)

781

Purchase of 10,907 common shares

(833
)

(833
)
Issuance of 21,458 common shares

42

52

94

Common shares issued to rabbi trust
   of 112, net

(15
)

15

0

Cash dividends declared - $.20 per
   share

(1,009
)

(1,009
)
Balance at March 31, 2018

$
12,635

$
(11,849
)

$
11,849

$
30,576

$
316,275

$
(68,948
)

$
(37,593
)

$
(5,924
)

$
247,021

Net income

6,735

6,735

Foreign currency translation
   adjustment

(13,367
)

(13,367
)
Recognized net actuarial gain, net
   of tax provision of $29

92

92

Total comprehensive income

(6,540
)
Share-based compensation

1,994

(49
)

1,945

Purchase of 13,500 common shares

(981
)

(981
)
Issuance of 1,730 common shares

4

4

Common shares distributed from rabbi
   trust of 19,780, net

861

(861
)

0

Cash dividends declared - $.20 per
   share

(913
)

(1,007
)

(1,920
)
Balance at June 30, 2018

$
12,639

$
(10,988
)

$
10,988

$
31,657

$
321,954

$
(69,929
)

$
(50,960
)

$
(5,832
)

$
239,529

Net income

9,054

9,054

Foreign currency translation
   adjustment

(563
)

(563
)
Recognized net actuarial gain, net
   of tax provision of $35

116

116

Total comprehensive income

8,607

Share-based compensation

1,421

(17
)

1,404

Purchase of 27,141 common shares

(2,313
)

(2,313
)
Issuance of 272 common shares

4

206

210

Common shares issued to rabbi trust
   of 272, net

(20
)

20

0

Cash dividends declared - $.20 per
   share

(1,032
)

(1,032
)
Balance at September 30, 2018

$
12,643

$
(11,008
)

$
11,008

$
33,284

$
329,959

$
(72,242
)

$
(51,523
)

$
(5,716
)

$
246,405

																		Accumulated Other Comprehensive Income (Loss)
		Common Shares		Common Shares Issued to Rabbi Trust			Deferred Compensation Liability		Paid in Capital			Retained Earnings			Treasury Shares			Cumulative Translation Adjustment			Unrecognized Pension Benefit Cost			Total Preformed Line Products Company Equity			Noncontrolling Interests		Total Equity
	(In thousands, except share and per share data)
Balance at December 31, 2018		$	12,662	$	(11,008	)	$	11,008	$	34,401		$	334,170		$	(72,280	)	$	(53,710	)	$	(5,873	)	$	249,370		$	0	$	249,370
Net income													1,824												1,824					1,824
Foreign currency translation adjustment																			1,353						1,353					1,353
Recognized net actuarial gain, net of tax provision of $32																						93			93					93
Total comprehensive income																									3,270			0		3,270
Share-based compensation										928			(36	)											892					892
Purchase of 40,891 common shares																(2,294	)								(2,294	)				(2,294	)
Issuance of 78,821 common shares			159							(18	)														141					141
Common shares issued to rabbi trust of 705, net					(30	)		30																	0					0
Cash dividends declared - $.20 per share										(165	)		(1,011	)											(1,176	)				(1,176	)
Balance at March 31, 2019		$	12,821	$	(11,038	)	$	11,038	$	35,146		$	334,947		$	(74,574	)	$	(52,357	)	$	(5,780	)	$	250,203		$	0	$	250,203

The Company uses a December 31 measurement date for the Preformed Line Products Company Employees’ Retirement Plan (the “Plan”). Net periodic pension cost for this plan included the following components:

No contributions were made to the Plan during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. The Company does not plan to contribute additional funds to the Plan during the remainder of ~~2019.~~2020.

The following tables set forth the total changes in AOCI by component, net of tax:

Nine Months Ended September 30, 2019

Nine Months Ended September 30, 2018

Defined benefit
pension plan
activity

Currency
Translation
Adjustment

Total

Defined benefit
pension plan
activity

Currency
Translation
Adjustment

Total

Balance at January 1

$
(5,873
)

$
(53,710
)

$
(59,583
)

$
(6,015
)

$
(41,425
)

$
(47,440
)
Other comprehensive loss before reclassifications:

Loss on foreign currency translation
adjustment

0

(3,444
)

(3,444
)

0

(10,098
)

(10,098
)
Amounts reclassified from AOCI:

Amortization of defined benefit pension actuarial
gain (a)

294

0

294

299

0

299

Net current period other comprehensive income (loss)

294

(3,444
)

(3,150
)

299

(10,098
)

(9,799
)
Balance at September 30

$
(5,579
)

$
(57,154
)

$
(62,733
)

$
(5,716
)

$
(51,523
)

$
(57,239
)

	Three Months Ended March 31, 2020									Three Months Ended March 31, 2019
	Unrecognized pension benefit cost			Currency Translation Adjustment			Total			Unrecognized pension benefit cost			Currency Translation Adjustment			Total
Balance at January 1	$	(5,671	)	$	(51,682	)	$	(57,353	)	$	(5,873	)	$	(53,710	)	$	(59,583	)
Other comprehensive loss before reclassifications:
(Loss) gain on foreign currency translation adjustment		0			(16,881	)		(16,881	)		0			1,353			1,353
Amounts reclassified from AOCI:
Amortization of defined benefit pension actuarial gain (a)		98			0			98			93			0			93
Net current period other comprehensive income (loss)		98			(16,881	)		(16,783	)		93			1,353			1,446
Balance at March 31	$	(5,573	)	$	(68,563	)	$	(74,136	)	$	(5,780	)	$	(52,357	)	$	(58,137	)

Basic earnings per share were computed by dividing Net income by the weighted-average number of common shares outstanding for each respective period. Diluted earnings per share were calculated by dividing Net income by the weighted-average of all potentially dilutive common stock that was outstanding during the periods presented.

The calculation of basic and diluted earnings per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ was as follows:

For ~~both~~ the ~~three and nine-month periods~~three-month period ended ~~September 30, 2019, 15,000~~March 31, 2020, 20,000 stock options were excluded from the calculation of diluted earnings per share as the effect would have been anti-dilutive. For ~~both of~~ the ~~three and nine-month periods~~three-month period ended ~~September 30, 2018,~~March 31, 2019, no stock options were excluded from the calculation of diluted earnings per share as there was no anti-dilutive effect.

The Company’s finite and indefinite-lived intangible assets consist of the following:

At September 30, 2019, the Company’s total net Finite-lived intangible assets includes $3.9 million of Customer relationships and $3.7 million of Technology attributable to its newly acquired businesses. ~~Refer to Note S, “Business Combinations” for further information regarding additions.~~

The aggregate amortization expense for other intangibles with finite lives for the three ~~and nine months~~month periods ended ~~September 30,~~March 31, 2020 and 2019 was ~~$.5~~$.4 million and ~~$1.1 million, respectively. The aggregate amortization expense for other intangibles with finite lives for the three and nine months ended September 30, 2018 was~~ $.3 ~~million and $.8~~ million, respectively. Amortization expense is estimated to be ~~$1.1~~$1.2 million for the remaining period of ~~2019,~~2020, $1.5 million for ~~2020~~each of the years 2021, 2022 and 2023 and $1.4 million for ~~2021, 2022 and 2023.~~2024. The combined weighted-average remaining amortization period is approximately ~~14.8~~13.0 years. The weighted-average remaining amortization period by intangible asset class is as follows: patents, ~~6.3~~5.8 years; land use rights, ~~56.0~~55.4 years; trademarks, ~~7.8;~~8.6 years; technology, ~~13.7~~10.8 years; and customer relationships, ~~12.3~~10.2 years.

The Company’s measurement date for its annual impairment test for goodwill is October 1st of each year. The Company performs its annual impairment test for goodwill utilizing a discounted cash flow methodology, market comparables, and an overall market capitalization reasonableness test in computing fair value by reporting unit. The Company then compares the fair value of the reporting unit with its carrying value to assess if goodwill has been impaired. Based on the assumptions as to growth, discount rates and the weighting used for each respective valuation methodology, results of the valuations could be significantly different. However, the Company believes that the methodologies and weightings used are reasonable and result in appropriate fair values of the reporting units. The Company’s valuation method uses Level 3 inputs under the fair value hierarchy.

The Company’s only intangible asset with an indefinite life is goodwill. The changes in the carrying amount of goodwill, by segment, for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 are as follows:

The Company’s total Indefinite-lived intangible assets includes $10.4 million attributable to its newly acquired businesses. Refer to Note S, “Business Combinations” for further information regarding additions.

~~Activity in the Company’s 1999 Stock Option Plan for the nine months ended September 30, 2019 was as follows:~~

~~There were 750 and -0- stock options exercised under this Plan during the nine months ended September 30, 2019 and 2018, respectively.~~

As all stock options from the 1999 Stock Option Plan had been fully vested and exercised, the Company recorded no compensation expense related to stock options for the nine months ended September 30, 2019 and 2018.

The Company maintains an equity award program to give the Company a competitive advantage in attracting, retaining, and motivating officers, employees and directors and to provide an incentive to those individuals to increase shareholder value through long-term incentives directly linked to the Company’s performance. Under the Preformed Line Products Company Long Term Incentive Plan of 2008 (the “LTIP”), certain employees, officers, and directors were eligible to receive awards of options, restricted shares and restricted share units (RSUs). The total number of Company common shares reserved for awards under the LTIP was 900,000, of which 800,000 common shares were reserved for RSUs and 100,000 common shares have been reserved for share options. The LTIP was terminated and replaced with the Preformed Line Products Company 2016 Incentive Plan (the “Incentive Plan”) in May 2016 upon approval by the Company’s Shareholders at the 2016 Annual Meeting of Shareholders on May 10, 2016. No further awards will be made under the LTIP and previously granted awards remain outstanding in accordance with their terms. Under the Incentive Plan, certain employees, officers, and directors will be eligible to receive awards of options, restricted shares and RSUs. The total number of Company common shares reserved for awards under the Incentive Plan is 1,000,000 of which 900,000 common shares have been reserved for restricted share awards and 100,000 common shares have been reserved for share options. The Incentive Plan expires on May 10, 2026.

For the regular annual grants, a portion of the RSUs is subject to time-based cliff vesting and a portion is subject to vesting based upon the Company’s performance over a set period for all participants except the CEO. All of the CEO’s regular annual RSUs are subject to vesting based upon the Company’s performance over a set-year period.

The RSUs are offered at no cost to the employees. The fair value of RSUs is based on the market price of a common share on the grant date and the shares underlying the awards are not issued until they vest. Dividends declared are accrued in cash.

A summary of the RSUs outstanding under the LTIP for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is as follows:

For time-based RSUs, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award in General and administrative expense in the accompanying Statements of Consolidated Income. Compensation expense related to the time-based RSUs for ~~the three and nine-month~~both three-month periods ended ~~September 30,~~March 31, 2020 and 2019 was ~~$.2 million and $.4 million, respectively~~. ~~Compensation expense related to the time-based RSUs for the three and nine-month periods ended September 30, 2018 was~~ $.1 ~~million and $.3 million, respectively.~~million. As of ~~September 30, 2019,~~March 31, 2020, there was ~~$.6~~$.9 million of total unrecognized compensation cost related to time-based RSUs that is expected to be recognized over the weighted-average remaining period of approximately ~~1.8~~2.2 years.

For the performance-based RSUs, the number of RSUs in which the participants will vest depends on the Company’s level of performance measured by growth in either operating or pre-tax income and sales growth over a requisite performance period. Depending on the extent to which the performance criterions are satisfied under the LTIP and the Incentive Plan, the participants are eligible to earn common shares over the vesting period. Performance-based compensation expense for ~~the three and nine-month~~both three-month periods ended ~~September 30,~~March 31, 2020 and 2019 was ~~$1.2 million and $2.9 million, respectively. Performance-based compensation expense for the three and nine-month periods ended September 30, 2018 was $1.3 million and $2.7 million, respectively.~~$.8 million. As of ~~September 30, 2019,~~March 31, 2020, the remaining compensation expense of ~~$4.8~~$5.1 million for outstanding performance-based RSU’s is expected to be recognized over a period of approximately ~~1.7~~1.9 years.

In the event of a Change in Control (as defined in the LTIP and the Incentive Plan), vesting of the RSUs will be accelerated and all restrictions will lapse. Unvested performance-based awards will vest on a target potential payout.

To satisfy the vesting of its RSU awards, the Company has reserved new shares from its authorized but unissued shares. Any additional awards granted will also be issued from the Company’s authorized but unissued shares.

The LTIP permitted and now the Incentive Plan permits the grant of 100,000 options to buy common shares of the Company to certain employees at not less than fair market value of the shares on the date of grant. Options issued to date under the LTIP and the Incentive Plan vest 50% after one year following the date of the grant, 75% after two years, and 100% after three years, and expire from five to ten years from the date of grant. Shares issued as a result of stock option exercises will be funded with the issuance of new shares.

The Company utilizes the Black-Scholes option pricing model for estimating fair values of options. The Black-Scholes model requires assumptions regarding the volatility of the Company’s stock, the expected life of the stock award and the Company’s dividend yield. The Company utilizes historical data in determining these assumptions. The risk-free rate for periods within the contractual life of the option is based on the U.S. zero coupon Treasury yield in effect at the time of grant.

There were no options granted for either of the ~~nine-month~~three-month periods ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

Stock option activity under the Company’s LTIP for ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 was as follows:

There were ~~-0- and 3,500~~no shares exercised during either of the ~~nine-month~~three-month periods ended ~~September 30, 2019~~March 31, 2020 and ~~2018, respectively.~~ 2019.

For ~~the three and nine-month~~both three-month periods ended ~~September 30,~~March 31, 2020 and 2019, the Company recorded compensation expense related to the stock options currently vested of less than $.1 million and $.1 million, respectively. For both three and nine-month periods ended September 30, 2018, the Company recorded compensation expense related to the stock options currently vested of less than $.1 million. The total compensation cost related to nonvested awards not yet recognized at ~~September 30, 2019~~March 31, 2020 is expected to be ~~less than~~ $.1 million over a weighted-average period of approximately ~~1.9~~2.3 years.

The Company maintains a trust, commonly referred to as a rabbi trust, in connection with the Company’s deferred compensation plan. This plan allows for two deferrals. First, Directors make elective deferrals of Director fees payable and held in the rabbi trust. The

deferred compensation plan allows the Directors to elect to receive Director fees in common shares of the Company at a later date instead of fees paid each quarter in cash. Second, this plan allows certain Company employees to defer restricted shares or RSUs for future distribution in the form of common shares. Assets of the rabbi trust are consolidated, and the value of the Company’s common shares held in the rabbi trust is classified in Shareholders’ equity and generally accounted for in a manner similar to treasury stock. The Company recognizes the original amount of the deferred compensation (fair value of the deferred stock award at the date of grant) as the basis for recognition in common shares issued to the rabbi trust. Changes in the fair value of amounts owed to certain employees or Directors are not recognized as the Company’s deferred compensation plan does not permit diversification and must be settled by the delivery of a fixed number of the Company’s common shares. As of ~~September 30, 2019, 267,641~~March 31, 2020, 264,283 shares have been deferred and are being held in the rabbi trust.

The Company measures and records certain assets and liabilities at fair value. A fair value hierarchy is used for those assets and liabilities measured at fair value that distinguishes between assumptions based on market data, (observable inputs), and the Company’s assumptions (unobservable inputs). The hierarchy consists of the following three levels:

The following table summarizes the Company’s assets and liabilities, recorded and measured at fair value, in the consolidated balance sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:

The Company operates internationally and enters into intercompany transactions denominated in foreign currencies. Consequently, the Company is subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. We currently use foreign currency forward contracts to reduce the risk related to some of these transactions. These contracts usually have maturities of 90 days or less and generally require an exchange of foreign currencies for U.S. dollars at maturity at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “Other operating expense - net” on the Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position. For the three months ended March 31, 2020, the Company recognized net gains of $1.1 million on foreign currency forward contracts. There were no foreign currency contracts in place at March 31, 2019.

The Company has a non-qualified Supplemental Profit Sharing Plan for its executives. The liability for this unfunded Supplemental Profit Sharing Plan was $5.3 million at ~~September 30, 2019~~March 31, 2020 and ~~$4.9~~$6.1 million at December 31, ~~2018.~~2019. These amounts are recorded within Other noncurrent liabilities on the Company’s consolidated balance sheets. ~~During January 2018, the Company amended the~~The Supplemental Profit Sharing Plan ~~to allow the~~allows participants the ability to hypothetically invest their proportionate award into various investment options, which primarily ~~includes~~include mutual funds. The Company credits earnings, gains and losses to the participants’ deferred compensation account balances based on the investments selected by the participants. The Company measures the fair value of the Supplemental Profit Sharing Plan liability using the market values of the participants’ underlying investment accounts.

~~In order to mitigate~~The earn-out represents the estimated fair value of additional cash consideration payable in connection with a recent acquisition that is contingent upon the achievement of certain performance milestones using expected future cash flows over the earn-out period while applying a discount rate that appropriately captures the risk associated with the ~~Supplemental Profit Sharing Plan, the Company had invested in marketable securities, principally equity-based mutual funds, which were all transferred~~obligation. These are considered to ~~the Company’s Corporate Owned Life Insurance Policy (“COLI”) in April 2019.~~be Level 3 inputs. The ~~balance in the marketable securities~~contingent liabilities at March 31, 2020 and December 31, 2019 of $0$.2 million and ~~$1.6~~$.6 million, ~~were reported at fair value within~~respectively, are recorded in Other ~~current assets~~noncurrent liabilities on the Company’s consolidated balance sheets as of September 30, 2019 and December 31, 2018, respectively. At September 30, 2019 and December 31, 2018, the cash surrender value of the COLI was $5.4 million and $2.8 million, respectively, and is recorded in Other assets on the Company’s consolidated balance sheet. Changes in the fair value of the securities of $.0 million and $.2 million were recognized within Other income, net within the consolidated statements of income for the three and nine-month periods ended September 30, 2019, respectively. Changes in the fair value of the securities of less than $.1 million and $.1 million were recognized within Other income, net within the consolidated statements of income for the three and nine-month periods ended September 30, 2018, respectively.

In August 2018, the SEC issued Final Rule Release No. 33-10532, “Disclosure Update and Simplification,” which makes a number of changes meant to simplify interim disclosures. The new rule requires a presentation of the changes in shareholders’ equity and noncontrolling interest in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements, for the current and comparative year-to-date interim periods. The Company adopted the new disclosure requirements for the period ending September 30, 2019. The additional components of this release did not have a material impact on the Company’s consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, “Income Statement (Topic 220), Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”) which gives the entity the option to reclassify to retained earnings the tax effect resulting the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) related items that the FASB refers to as having been stranded in accumulated other comprehensive income (“OCI”). The Company adopted ASU 2018-02 effective January 1, 2019 and did not elect the option to reclassify to retained earnings the tax effects resulting from the Tax Act that are stranded in OCI. The adoption of this new guidance did not have a material effect on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update require the recognition of assets and liabilities arising from lease transactions on the balance sheet and the disclosure of key information about leasing arrangements. Accordingly, a lessee will recognize a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation for leases classified as operating leases under previous guidance. Both the asset and liability will initially be measured at the present value of the future minimum lease payments over the lease term. Subsequent measurement, including the presentation of expenses and cash flows, will depend on the classification of the lease as either a finance or an operating lease. Initial costs directly attributable to negotiating and arranging the lease will be included in the asset. For leases with a term of 12 months or less, the lessee is permitted to make an accounting policy election by class of underlying asset to not recognize an asset and corresponding liability. The lessee is also required to provide additional qualitative and quantitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements and provide additional information about the nature of an organization’s leasing activities.

This ASU was applied using a modified retrospective adoption method with the option of applying the guidance either retrospectively to each prior comparative reporting period presented or retrospectively at the beginning of the period of adoption, effective January 1, 2019. The Company applied the transitional package of practical expedients allowed by the standard to not reassess the identification, classification and initial direct costs of leases commencing before this ASU's effective date, however, the Company did not elect the hindsight transitional practical expedient. The Company also applied the practical expedient to not separate lease and non-lease components to new leases as well as existing leases through transition. The Company also elected the practical expedient allowed under “Leases (Topic 842)” to exclude leases with a term of twelve months or less form the calculation of the lease liabilities and right-of-use assets.

In July 2018, the FASB issued ASU 2018-11, “Targeted Improvements to ASC 842,” which includes an option to not restate comparative periods in transition and elect to use the effective date of ASC 842 as the initial application of transition. The amendments in Topic 842 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted.

The Company has finalized its policy elections, the discount rate used and data to support recognition and disclosure under the new standard. The adoption of this ASU resulted in an initial recognition of right-of-use assets and corresponding current and long-term lease obligations, on a discounted basis, of its lease obligations of $10.4 million on the Company’s balance sheet at January 1, 2019. Refer to Note Q “Leases” for additional details regarding the Company’s leases as of September 30. 2019. The adoption of ASU 842 did not have a material impact on the Company’s results of operations, cash flows or debt covenants.

~~The Company considers the applicability and impact of all ASUs. Recently issued ASUs that are not listed below were assessed and determined to be not applicable in the current reporting period.~~

In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which will modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including the removal of certain disclosure requirements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the ASU and delay adoption of the additional disclosures until the effective date. The Company ~~is currently evaluating what~~adopted the new disclosure requirements for the period ending March 31, 2020. The additional components of this release did not have a material impact ~~its adoption, effective January 1, 2020, will have to the presentation of~~on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes how entities will measure credit losses for most financial assets and other instruments that are not measured at fair value through net income. This update introduces the current expected credit loss (CECL) model, which will require an entity to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. ASU 2016-13 is effective for public companies in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company ~~is currently evaluating what impact~~has completed its ~~adoption, effective~~evaluation process and the January 1, 2020 ~~will~~adoption did not have a material impact to ~~the presentation of~~ the Company’s consolidated financial ~~statements.~~statements for the three months ended March 31, 2020.

The Company considers the applicability and impact of all ASUs. Recently issued ASUs that are not considered were assessed and determined to be not applicable in the current reporting period.

The following tables present a summary of the Company’s reportable segments for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019. Financial results for the PLP-USA segment include the elimination of all segments’ intercompany profit in inventory.

	Three Months Ended September 30					Nine Months Ended September 30					Three Months Ended March 31
	2019		2018			2019		2018			2020			2019
Net sales
PLP-USA	$	47,617	$	46,189		$	135,411	$	128,296		$	46,601		$	41,425
The Americas		19,663		14,662			51,142		52,217			17,241			13,771
EMEA		21,132		18,273			59,376		54,756			20,360			15,634
Asia-Pacific		30,805		29,289			85,283		80,198			18,650			26,323
Total net sales	$	119,217	$	108,413		$	331,212	$	315,467		$	102,852		$	97,153
Intersegment sales
PLP-USA	$	3,440	$	4,862		$	7,868	$	9,296		$	2,860		$	2,263
The Americas		2,149		2,622			5,905		7,204			1,863			2,130
EMEA		335		510			898		1,350			450			237
Asia-Pacific		3,572		3,409			10,699		8,681			2,087			3,195
Total intersegment sales	$	9,496	$	11,403		$	25,370	$	26,531		$	7,260		$	7,825
Income taxes
PLP-USA	$	1,333	$	(1,968	)	$	2,585	$	(743	)	$	845		$	(513	)
The Americas		901		213			1,948		2,581			634			176
EMEA		496		230			574		889			86			75
Asia-Pacific		483		327			1,195		663			(114	)		366
Total income taxes	$	3,213	$	(1,198	)	$	6,302	$	3,390		$	1,451		$	104
Net income attributable to Preformed Line Products Company shareholders
PLP-USA	$	3,246	$	6,200		$	7,442	$	9,759		$	3,550		$	(81	)
The Americas		2,565		811			5,188		6,611			995			964
EMEA		853		805			2,171		2,729			337			513
Asia-Pacific		1,287		1,238			2,878		2,219			(1,184	)		428
Total net income attributable to Preformed Line Products Company shareholders	$	7,951	$	9,054		$	17,679	$	21,318		$	3,698		$	1,824

The Company’s effective tax rate was ~~29%~~28% and ~~(15%)~~5% for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively ~~and 26% and 14% for the nine months ended September 30, 2019 and 2018, respectively.~~. The higher effective tax rate for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 compared to the U.S. federal statutory rate of 21% was primarily due to an increase in earnings in jurisdictions with higher tax rates than the U.S. federal statutory rate where such earnings are permanently reinvested and an increase in various U.S. permanent items, primarily limitations on the deductibility of executive compensation. The lower effective tax rate for the three months ~~and nine months~~ ended ~~September 30, 2018~~March 31, 2019 compared to the U.S. federal statutory rate of 21% was primarily due to the recognition of benefits related to ~~the Tax Act for discrete~~stock based compensation, partially offset by U.S. permanent items primarily related to deductibility of executive compensation and increased earnings in jurisdictions with higher tax rates than the ~~Deemed Repatriation Transition Tax (“Transition Tax”).~~

As described in Note K, effective January 1, 2019, the Company adopted the new guidance under ASU 2018-02 and has elected not to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to retained earnings.

The Company provides valuation allowances against deferred tax assets when it is more likely than not that some portion or all of its deferred tax assets will not be realized. No significant changes to the valuation allowances were reflected for the periods ended ~~September 30, 2019 and 2018.~~

During the nine-month period ended September 30, 2019, the Company recorded $.1 million of unrecognized tax benefits and as of September 30, 2019, the Company had $.1 million in total unrecognized tax benefits. The Company does not anticipate any significant changes to its gross unrecognized tax benefits within the next twelve months.March 31, 2020 or March 31, 2019.

The Company previously considered the majority of the earnings in non-U.S. subsidiaries to be permanently reinvested and accordingly did not record any associated deferred income taxes on such earnings. The Company intends to continue to invest most or all of these earnings, as well as its capital in these subsidiaries, indefinitely, outside of the U.S. and does not expect to incur any significant additional taxes related to such amounts.

The Company records an accrual for estimated warranty costs to Costs of products sold in the Statements of Consolidated Income. These amounts are recorded in Accrued expenses and other liabilities in the Consolidated Balance Sheets. The Company records and accounts for its warranty reserve based on specific claim incidents. Should the Company become aware of a specific potential warranty claim for which liability is probable and reasonably estimable, a specific charge is recorded and accounted for accordingly. Adjustments are made quarterly to the accruals as claim information changes.

On March 13, 2018, the Company extended the term on its $65 million credit facility from June 30, 2019 to June 30, 2021. All other terms remain the same, including the interest rate at LIBOR plus 1.125% unless its funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 2.25 to 1, at which point the LIBOR spread becomes 1.500%. At ~~September 30, 2019,~~March 31, 2020, the Company’s Polish subsidiary had borrowed ~~$4.7~~$6.0 million U.S. dollars at a rate of 1.125% plus the Warsaw Interbank Offer Rate with a term expiring June 30, 2021. At ~~September 30, 2019,~~March 31, 2020, the Company’s Australian subsidiary had borrowed ~~$5.7~~$4.5 million U.S. dollars, also with a term expiring June 30, 2021. At ~~September 30, 2019,~~March 31, 2020, the interest rates on the U.S., Polish and Australian line of credit agreement were ~~3.141%~~2.118%, ~~2.765%~~2.755% and ~~2.155%~~1.955%, respectively. Under the credit facility, at ~~September 30, 2019,~~March 31, 2020, the Company had utilized ~~$32.1~~$38.5 million with ~~$32.9~~$26.5 million available under the line of credit, net of long-term outstanding letters of credit. The line of credit agreement contains, among other provisions, requirements for maintaining levels of net worth and profitability. At ~~September 30, 2019,~~March 31, 2020, the Company was in compliance with these covenants.

On February 28, 2019, the Company acquired its Austrian subsidiary, SubCon Electrical Fittings GmbH (“SubCon”), headquartered in Dornbirn, Austria. The Company’s Austrian subsidiary has a ~~$1.0~~1.0 million euros, or $1.1 million U.S. dollars line of credit with a term expiration of May 31, 2020 with the option to renew for an additional twelve months indefinitely. At ~~September 30, 2019,~~March 31, 2020, the Company’s Austrian subsidiary had borrowed ~~$.6~~$.5 million on the line of credit at an interest rate of 1.400%.

On April 25, 2019, the Company borrowed $8.0 million U.S. dollars on behalf of its Indonesian subsidiary at a rate of 3.501% with a term expiring on April 30, 2024. At ~~September 30, 2019, $7.7~~March 31, 2020, $7.3 million was outstanding on this debt facility, of which $.8 million is classified as current.

On August 14, 2019, the Company’s New Zealand subsidiary borrowed $5.3 million U.S. dollars at a rate of 3.900% with a term expiring on August 26, 2021. At ~~September 30, 2019, $5.2~~March 31, 2020, $4.6 million was outstanding on this facility, of which ~~$.5~~$.4 million is classified as current. This loan is secured by the Company’s New Zealand subsidiary’s land and building.

For ~~both~~the periods ended ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company’s Asia Pacific segment had none and $.3 million, respectively, in restricted cash used to secure bank debt. The restricted cash is shown on the balance sheet in Other assets.

The Company adopted guidance effective in ASU 2016-02, “Leases (Topic 842)” on January 1, 2019. Adoption of this guidance did not change the Company’s balance sheet or income statement recognition of finance leases. As a result of adopting this guidance, the Company recorded short and long-term lease liabilities and corresponding right-of-use assets related to its operating leases.

The Company regularly enters into leases in the normal course of business. As of ~~September 30, 2019,~~March 31, 2020, the leases in effect were related to land, buildings, vehicles, office equipment and other production equipment under operating leases with lease terms of up to 99 years. The Company often has the option to renew lease terms for buildings and other assets. The exercise of lease renewal options are generally at the Company’s sole discretion. In addition, certain lease arrangements may be terminated prior to their original expiration date at the Company’s discretion. The Company evaluates renewal and termination options at the lease commencement date to determine if the Company is reasonably certain to exercise the option on the basis of economic factors. The weighted average remaining lease term for the Company’s operating and financing leases as of ~~September 30, 2019~~March 31, 2020 was ~~17.2~~17.3 and ~~2.7,~~2.2 years, respectively.

Lease expense is recognized for these leases on a straight-line basis over the lease term with variable lease payments recognized in the period those payments are incurred. The components of operating and finance lease costs are recognized in Costs and expenses and Interest expense, respectively, on the Company’s Consolidated Statements of Income. The Company’s operating and finance lease costs for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 were as follows:

The discount rate implicit within each lease is often not determinable and, therefore, the Company establishes the discount rate based on its incremental borrowing rate. The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which lease payments are made, adjusted for impacts of collateral. The weighted average discount rate used to measure the Company’s operating and finance lease liabilities as of ~~September 30, 2019~~March 31, 2020 was ~~4.53%~~4.71% and ~~5.14%~~4.24%, respectively.

Future maturities of the Company’s lease liabilities as of ~~September 30, 2019~~March 31, 2020 are as follows:

The total minimum sublease rentals under noncancelable subleases to be received through 2023 is ~~$3.9~~$3.4 million.

Supplemental cash flow information related to leases for the three-month period ended ~~September 30, 2019~~March 31, 2020 was as follows:

On ~~February 6, 2019,~~January 2, 2020, the Company purchased ~~36,413~~1,157 shares of the Company from ~~current Officers~~a retired Officer at a price per share of ~~$56.44,~~$67.71, which was calculated from a 30-day average market price in connection with the vesting of equity awards. The Audit Committee of the Board of Directors approved this transaction.

On ~~July 2, 2019,~~February 5, 2020, the Company purchased ~~952~~39,208 shares of the Company from acurrent and retired ~~Officer~~Officers at a price per share of ~~$51.20,~~$58.65, which was calculated from a 30-day average market price in connection with the vesting of equity awards. The Audit Committee of the Board of Directors approved this transaction.

The Company accounts for business combinations using the acquisition method of accounting and, accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at the date of acquisition.

On February 28, 2019, the Company acquired 100% of SubCon. Subcon is headquartered in Dornbirn, Austria with manufacturing operations in Brno, Czech Republic. The acquisition of SubCon will strengthen the Company’s position in the global substation market and will expand its operational presence in Europe. The total purchase price was ~~$10.2~~$10.1 million in cash, net of ~~$1.8~~$1.9 million in cash acquired. The ~~preliminary~~ purchase price was predominantly allocated to Goodwill of ~~$7.0~~$6.6 million and Intangible assets of $4.7 million with useful lives ~~of 15~~ranging from 10 to 11 years. SubCon’s overall purchase price ~~includes~~included an estimated contingent liability of .9$.6 million ~~Euros~~ for an earn-out consideration with a potential maximum payment of 4.0 million Euros that will be considered for remeasurement during each reporting period as the operating results of SubCon are evaluated ~~on an Income before income taxes basis~~during each reporting period based upon operating results over a ~~four-year~~four year period. ~~The~~At March 31, 2020, the current earnout value of ~~$.9~~$.2 million ~~Euros~~ is recorded in Other noncurrent liabilities on the Company’s consolidated balance sheet. ~~The values related to the acquisition are preliminary and subject to final opening balance sheet adjustments.~~

On April 1, 2019, the Company acquired MICOS Telcom s.r.o (“MICOS Telcom”) headquartered in Prostějov, Czech Republic. The acquisition of MICOS Telcom will strengthen the Company’s position in the global telecom market and will also expand its operational presence in Europe. The total purchase price was $8.8 million in cash, net of $.5 million in cash acquired, including a hold-back liability of $1.5 million payable in two years from the date of ~~purchase.~~purchase and $.9 million of deferred consideration for the remaining 10%. The hold-back liability isand deferred consideration are recorded in Other noncurrent liabilities on the Company’s consolidated balance sheet. The ~~preliminary~~ purchase price was predominantly allocated to Goodwill of ~~$3.4~~$5.6 million and Intangible assets of ~~$3.5 million and Property, plant and equipment of $1.9~~$3.4 million. ~~During the quarter ended June 30, 2019, the Intangible assets of $3.5 million were included in Goodwill.~~ The Intangible assets included in the acquisition of MICOS have useful lives of 1512 years. ~~The values related to the acquisition are preliminary and subject to final opening balance sheet adjustments.~~

The operating results and financial position of both SubCon and MICOS Telcom are included in the Company’s EMEA reportable segment as of their respective dates of acquisition. Pro-forma results of the Company’s consolidated operations for the ~~three and nine-month~~three-month periods ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ would not have been materially different from reported results and are, therefore, not presented.

The purchase price was preliminarily allocated based on information available at the date of acquisition and is subject to change as the Company completes its analysis of the fair values of the assets and liabilities assumed at the acquisition date during the remeasurement period as defined under FASB Accounting Standards Codification 805, Business Combinations. The following table summarizes the ~~preliminary~~final fair values of the assets acquired and liabilities assumed at the acquisition ~~date:~~dates:

On April 17, 2020, the Company extended the term on its $65 million credit facility from June 30, 2021 to June 30, 2024. All other terms remain the same. In addition to extending the term, the Company added its Austrian subsidiary as a borrower on the credit facility. For further information regarding this debt, refer to Exhibit 10.1, Term Note dated April 17, 2020 between the Company and PNC Bank, National Association and Exhibit 10.2, Amended and Restated Loan Agreement dated April 17, 2020 between the Company and PNC Bank, National Association.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the readers of our consolidated financial statements better understand our results of operations, financial condition and present business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited consolidated financial statements and related notes included elsewhere in this report.

Preformed Line Products Company (the “Company”, “PLPC”, “we”, “us”, or “our”) was incorporated in Ohio in 1947. We are an international designer and manufacturer of products and systems employed in the construction and maintenance of overhead and underground networks for the energy, telecommunication, cable operators, information (data communication), and other similar industries. Our primary products support, protect, connect, terminate, and secure cables and wires. We also provide solar hardware systems, mounting hardware for a variety of solar power applications, and fiber optic and copper splice closures. PLPC is respected around the world for quality, dependability and market-leading customer service. Our goal is to continue to achieve profitable growth as a leader in the research, innovation, development, manufacture, and marketing of technically advanced products and services related to energy, communications and cable systems and to take advantage of this leadership position to sell additional quality products in familiar markets. We have 2829 sales and manufacturing operations in 20 different countries.

We report our segments in four geographic regions: PLP-USA (including corporate), The Americas (includes operations in North and South America without PLP-USA), EMEA (Europe, Middle East & Africa) and Asia-Pacific in accordance with accounting standards codified in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 280, Segment Reporting. Each segment distributes a full range of our primary products. Our PLP-USA segment is comprised of our U.S. operations manufacturing our traditional products primarily supporting our domestic energy, telecommunications and solar products. Our other three segments, The Americas, EMEA and Asia-Pacific, support our energy, telecommunications, data communication and solar products in each respective geographical region.

The segment managers responsible for each region report directly to the Company’s Chief Executive Officer, who is the chief operating decision maker, and are accountable for the financial results and performance of their entire segment for which they are responsible. The business components within each segment are managed to maximize the results of the entire operating segment and Company rather than the results of any individual business component of the segment.

We evaluate segment performance and allocate resources based on several factors primarily based on sales and net income.

Our consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP). Our discussions of the financial results include non-GAAP measures (e.g., foreign currency impact) to provide additional information concerning our financial results and provide information that we believe is useful to the readers of our consolidated financial statements in the assessment of our performance and operating trends.

The following discussion describes our results of operations for the three months ended March 31, 2020. The first quarter of 2020 saw the global outbreak of a novel strain of coronavirus (“COVID-19”), which in the latter part of the quarter created significant global economic disruption. While the recent outbreak did not have a material impact on our reported results for this three-month period, it created challenges for us in countries that were the earliest to be impacted by the pandemic, namely our Asia-Pacific business segment. Due to restrictions on our operations, the operations of our customers and the global supply chain, and we are actively monitoring its impact on the second quarter and for future periods.

As the virus spread, we took action to protect the health and safety of our employees while we maintained critical operations to protect our customers and suppliers. Currently, many of our customers are considered “essential” and are open for business, although maybe in a limited capacity, which has slowed demand into the second quarter. Nearly all of our North American plants have remained operational and only some of our international plants have been closed temporarily. While there are some restrictions to the supply of products globally and those restrictions may continue or expand to other regions, our global supply chain currently remains strong.

Due to the uncertainty created by COVID-19, we are actively managing costs and our liquidity position to provide additional flexibility while still supporting our customers and their specific needs. We are scaling back capital expenditures and reducing operating expenses and could experience lower variable SG&A, primarily through a decrease in employee-related expenses and reduced travel-related expenses incurred by our associates, due to travel restrictions in place.

While we expect the COVID-19 outbreak will continue to have an adverse impact on our business, we cannot predict the duration or scope of the COVID-19 pandemic or the magnitude of its impact on our business and results of operations. The extent of any future impact is dependent upon several factors including those described below under Part II, Item 1A, Risk Factors, and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 6, 2020 other than as set forth below. In addition, the impact of COVID-19 could potentially exacerbate other risks discussed, any of which could have a material adverse effect on the Company.

Our consolidated financial statements are subject to fluctuations in the exchange rates of foreign currencies in relation to the U.S. dollar. As foreign currencies strengthen against the U.S. dollar, our sales and costs increase as the foreign currency-denominated financial statements translate into more U.S. dollars, and, conversely, when foreign currencies weaken, our sales and costs decrease upon translation into U.S. dollars. The fluctuations of foreign currencies during the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 had a ~~$3.3 million and $12.7~~$4.1 million unfavorable effect on net sales ~~respectively,~~ compared to the same ~~periods~~period in ~~2018.~~2019. There was noa $.1 million unfavorable effect on net income for the three-months ended ~~September 30, 2019 and an unfavorable effect on net income of $.2 million for the nine-month period ended September 30, 2019~~March 31, 2020 as compared to the prior year. On a reportable segment basis, the impact of foreign currency on net sales and net income for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 was as follows:

The operating results for the three months ended ~~September 30, 2019~~March 31, 2020 are compared to the same period in ~~2018.~~2019. Net sales for the three months ended ~~September 30, 2019~~March 31, 2020 of ~~$119.2~~$102.9 million increased ~~$10.8~~$5.7 million, or ~~10%~~6%, compared to ~~2018.~~2019. As a percentage of net sales, gross profit increased to ~~33.0%~~32.0% in ~~2019~~2020 from ~~30.9%~~28.1% in ~~2018.~~2019. Gross profit for the three-month periods ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ was ~~$39.3~~$32.9 million and ~~$33.5~~$27.3 million, respectively. Excluding the unfavorable impact of foreign currency translation, gross profit increased $6.9 million, or ~~21%~~25%, compared to ~~2018.~~2019. Costs and expenses of ~~$27.7~~$27.8 million increased ~~$2.2~~$2.5 million compared to ~~2018~~2019 and included a favorable impact from currency translation of ~~$1.1~~$1.0 million. Operating income for the three months ended ~~September 30, 2019~~March 31, 2020 was ~~$11.6~~$5.2 million, an increase of ~~$3.6~~$3.2 million compared to ~~2018.~~2019. Net income for the three months ended ~~September 30, 2019~~March 31, 2020 of ~~$8.0~~$3.7 million ~~decreased $1.1~~increased $1.8 million compared to the three months ended ~~September 30, 2018.~~March 31, 2019. The effect of currency translation had ~~virtually no~~a $.2 million and a $.1 million negative impact ~~on operating income or net income.~~

The operating results for the nine months ended September 30, 2019 are compared to the same period in 2018. Net sales for the nine months ended September 30, 2019 of $331.2 million increased $15.7 million, or 5%, compared to the same period in 2018. As a percentage of net sales, gross profit decreased to 31.5% in 2019 from 31.8% in 2018. Gross profit for the nine months ended September 30, 2019 of $104.4 million increased $4.2 million, or 4%, compared to 2018. Excluding the unfavorable impact of currency translation, gross profit increased $8.2 million, or 8%, compared to 2018. Costs and expenses of $79.6 million increased $4.5 million compared to 2018 and included a favorable impact from currency translation of $3.7 million. Operating income for the nine months ended September 30, 2019 was $24.8 million, a decrease of $.3 million compared to 2018. Net income for the nine months ended September 30, 2019 of $17.7 million decreased $3.6 million compared to the same period in 2018. The effect of currency translation had unfavorable impacts on operating income and net income, ~~of $.3 million and $.2 million,~~ respectively.

The following table reflects the impact of foreign currency fluctuations on operating income for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:

Despite the constant changes in the current global economy, and aside from the uncertainty created by the COVID-19 outbreak, we believe our business fundamentals and our financial position are sound and that we are strategically well-positioned. We remain

focused on assessing our business structure, global facilities and overall capacity in conjunction with the requirements of local manufacturing in the markets that we serve. If necessary, we will modify redundant processes and utilize our global manufacturing network to manage costs, increase sales volumes and deliver value to our customers. We have continued to invest in the business to expand into new markets for the Company, improve efficiency, develop new products, increase our capacity and become an even stronger supplier to our customers. We currently have a bank debt to equity ratio of ~~24.3%~~28.8% and can borrow needed funds at a competitive interest rate under our credit facility.

THREE MONTHS ENDED ~~SEPTEMBER 30, 2019~~MARCH 31, 2020 COMPARED TO THREE MONTHS ENDED ~~SEPTEMBER 30, 2018~~MARCH 31, 2019

The following table sets forth a summary of the Company’s Statements of Consolidated Income and the percentage of net sales for the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019. The Company’s past operating results are not necessarily indicative of future operating results.

	Three Months Ended September 30													Three Months Ended March 31
(Thousands of dollars)	2019					2018					Change			2020					2019					Change
Net sales	$	119,217		100.0	%	$	108,413		100.0	%	$	10,804		$	102,852		100.0%		$	97,153		100.0%		$	5,699
Cost of products sold		79,874		67.0			74,922		69.1			4,952			69,942			68.0		69,888			71.9		54
GROSS PROFIT		39,343		33.0			33,491		30.9			5,852			32,910			32.0		27,265			28.1		5,645
Costs and expenses		27,700		23.2			25,476		23.5			2,224			27,757			27.0		25,219			26.0		2,538
OPERATING INCOME		11,643		9.8			8,015		7.4			3,628			5,153			5.0		2,046			2.1		3,107
Other expense - net		(386	)	(0.3	)		(159	)	(0.1	)		(227	)		(49	)		(0.0)		(118	)		(0.1)		69
INCOME BEFORE INCOME TAXES		11,257		9.4			7,856		7.2			3,401			5,104			5.0		1,928			2.0		3,176
Income tax expense (benefit)		3,213		2.7			(1,198	)	(1.1	)		4,411
Income tax expense															1,451			1.4		104			0.1		1,347
NET INCOME		8,044		6.7			9,054		8.4			(1,010	)		3,653			3.6		1,824			1.9		1,829
Less: Net income attributable to noncontrolling interests		93		0.1			0		0.0			93
Add: Net adjustment attributable to noncontrolling interests															45			0.0		0			0.0		45
NET INCOME ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS	$	7,951		6.7	%	$	9,054		8.4	%	$	(1,103	)	$	3,698		3.6%		$	1,824		1.9%		$	1,874

Net sales. Net sales were ~~$119.2~~$102.9 million for the three months ended ~~September 30, 2019,~~March 31, 2020, an increase of ~~$10.8~~$5.7 million, or ~~10%~~6%, from the three months ended ~~September 30, 2018.~~March 31, 2019. Excluding the unfavorable effect of currency translation, net sales for the three months ended ~~September 30, 2019~~March 31, 2020 increased ~~$14.1~~$9.8 million compared to the same period in ~~2018,~~2019, or ~~13%~~10%, as summarized in the following table:

The year-over-year increase in PLP-USA net sales of ~~$1.4~~$5.2 million, or 3%12%, was primarily due to a volume increase in energy product sales. International net sales for the three months ended ~~September 30, 2019~~March 31, 2020 experienced an unfavorable impact of ~~$3.3~~$4.1 million when local currencies were converted to U.S. dollars. The following discussion of net sales excludes the effect of currency translation. The Americas net sales of ~~$19.7~~$17.2 million increased ~~$6.4~~$5.9 million, or ~~44%~~43%, primarily due to a volume increase in energy and communications product sales. EMEA net sales of ~~$21.1~~$20.4 million increased ~~$3.8~~$5.4 million, or ~~21%~~34%, primarily due to a volume increase in energy and communications product sales within the region, including incremental sales from the newly acquired businesses. In Asia-Pacific, net sales of ~~$30.8~~$18.7 million ~~increased $2.4~~decreased $6.7 million, or 8%25%, compared to ~~2018~~2019 primarily due to a combined volume ~~increase~~decrease in the energy, communications and special industries ~~products.~~products mostly as a result of the disruption to the global economy caused by the COVID-19 pandemic.

Gross profit. Gross profit was ~~$39.3~~$32.9 million and ~~$33.5~~$27.3 million for the three-month periods ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. Excluding the unfavorable effect of currency translation, gross profit increased $6.9 million, or ~~21%~~25%, as summarized in the following table:

PLP-USA gross profit of ~~$17.7~~$17.4 million increased ~~$1.4~~$5.4 million compared to the same period in ~~2018~~2019 as a result of increased sales volume combined with a product sales mix shift to higher margin ~~product.~~product and cost containment within material, labor and manufacturing expense. International gross profit for the three months ended ~~September 30, 2019~~March 31, 2020 was unfavorably impacted by ~~$1.1~~$1.2 million when local currencies were translated to U.S. dollars. The following discussion of gross profit excludes the effects of currency translation. The Americas gross profit increase of ~~$2.5~~$1.9 million was primarily the result of a ~~$6.3~~$5.9 million increase in sales combined with a product margin improvement in the region due to sales product mix. EMEA gross profit increased ~~$2.4~~$1.6 million, mainly as a result of increased sales volume. Asia-Pacific gross profit ~~increased $.7~~decreased $2.0 million primarily as a result of a year-over-year ~~increase~~reduction in sales ~~combined with a sales mix shift~~volume and the negative impact related to ~~higher margin products.~~the COVID-19 pandemic.

Costs and expenses. Costs and expenses of ~~$27.7~~$27.8 million for the three months ended ~~September 30, 2019~~March 31, 2020 increased ~~$2.2~~$2.5 million, or 9%10%. Excluding the favorable effect of currency translation, costs and expenses increased ~~$3.3~~$3.5 million, or ~~13%~~14%, as summarized in the following table:

PLP-USA costs and expenses of ~~$12.8~~$13.2 million for the three months ended ~~September 30, 2019~~March 31, 2020 increased ~~$1.1~~$.8 million compared to ~~2018~~2019 mainly due to ~~$.3~~$.9 million of higher personnel-related expenses awhich were partially offset by net ~~increase in foreign currency exchange losses~~combined miscellaneous decreases of ~~$.3 million, $.2 million of increased professional fees combined with a net $.2 million of higher year-over-year miscellaneous expenses.~~$.1 million. Foreign currency exchange gains and losses are primarily related to translating into U.S. dollars its foreign denominated loans, trade and royalty receivables from its foreign subsidiaries at the ~~September 30, 2019~~March 31, 2020 exchange rates. On a consolidated basis, costs and expenses for the three months ended ~~September 30, 2019~~March 31, 2020 were favorably impacted by ~~$1.1~~$1.0 million when local currencies were translated to U.S. dollars. The following discussion of costs and expenses excludes the effect of currency translation. The Americas costs and expenses of ~~$3.7~~$3.5 million increased ~~$.1~~$1.1 million for the three months ended ~~September 30, 2019~~March 31, 2020 compared to the same period in ~~2018~~2019 primarily due to a ~~$.1~~$.5 million increase in personnel-related ~~expenses.~~expenses and an increase in foreign currency exchange losses of $.7 million, partially offset by combined decreases in miscellaneous expenses of $.2 million. EMEA costs and expenses of ~~$5.4~~$5.6 million increased ~~$1.9~~$1.7 million mainly due to incremental costs incurred with our acquired businesses. Asia-Pacific costs and expenses of ~~$5.8~~$5.4 million ~~increased $.3~~decreased less than $.1 million. This ~~increase~~decrease was primarily due to ~~an increase~~a decrease in combined personnel-related, travel and entertainment and commission ~~expense of $.2 million along with net higher various combined expenses of $.1 million.~~expenses.

Other income (expense). Other expense for the three-month periods ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ was $.4 million and ~~$.2~~$.1 million, respectively.

Income ~~taxes~~taxes. . Income taxes for the three months ~~ended September 30,~~ending March 31, 2020 and 2019 ~~and 2018~~ were ~~$3.2~~$1.5 million and ~~$(1.2)~~$.1 million, respectively, based on pre-tax income of ~~$11.2~~$5.1 million and ~~$7.9~~$1.9 million, respectively. The effective tax rate for the ~~three months ended September 30,~~three-month periods ending March 31, 2020 and 2019 was 28% and ~~2018 was 29% and (15%)~~5%, respectively, compared to the U.S. federal statutory rate of 21%. Our tax rate is affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in those jurisdictions. It is also affected by discrete items that may occur in any given year but are not consistent from year to year. In addition to state and local income taxes, the following items had the most significant impact on the difference between our statutory U.S. federal income tax rate of 21% and our effective tax rate:

Net income. As a result of the preceding items, net income for the three months ended ~~September 30, 2019~~March 31, 2020 was ~~$8.0~~$3.7 million, compared to ~~$9.1~~$1.8 million for the three months ended ~~September 30, 2018, a decrease~~March 31, 2019, an increase of ~~$1.1~~$1.9 million as summarized in the following table:

PLP-USA’s net income for the three months ended ~~September 30, 2019 decreased $3.0~~March 31, 2020 increased $3.6 million compared to the same period in ~~2018. While~~2019, primarily due to an increase in operating income ~~increased $.3~~of $4.6 million ~~it was completely~~combined with an increase in other income of $.4 million, partially offset by an increase in income taxes of ~~$3.3 million primarily due to a prior year, non-recurring, favorable adjustment resulting from the Tax Act.~~$1.4 million. The following discussion of net income excludes the effect of currency translation. The Americas net income increased ~~$1.6~~$.2 million as a result of a ~~$2.3~~$.9 million increase in operating income, partially offset by higher income taxes of ~~$.7~~$.5 million combined with an increase in other non-operating expense of $.2 million. EMEA net income ~~increased $.1~~decreased $.2 million as a result of a ~~$.4~~$.3 million ~~increase~~decrease in operating income, partially offset by a ~~$.3~~$.1 million year-over-year increase in income tax expense. Asia-Pacific net income ~~increased $.1~~decreased $1.6 million due to a ~~$.4 million increase in operating income, partially offset by an increase in income tax expense of $.3 million.~~

PLP’s EMEA segment incurred net income attributable to noncontrolling interests of $.1 million, which when added back to net income, resulted in an immaterial change to net income attributable to PLP Shareholders.

~~NINE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2018~~

The following table sets forth a summary of the Company’s Statements of Consolidated Income and the percentage of net sales for the nine months ended September 30, 2019 and 2018. The Company’s past operating results are not necessarily indicative of future operating results.

~~Net sales.~~ Net sales were $331.2 million for the nine months ended September 30, 2019, an increase of $15.7 million, or 5%, from the nine months ended September 30, 2018. Excluding the unfavorable effect of currency translation, net sales for the nine months ended September 30, 2019 increased $28.4 million compared to the same period in 2018, or 9%, as summarized in the following table:

The year-over-year increase in PLP-USA net sales of $7.1 million, or 6%, was primarily due to a volume increase in energy product sales. International net sales for the nine months ended September 30, 2019 experienced an unfavorable impact of $12.7 million when local currencies were converted to U.S. dollars. The following discussion of net sales excludes the effect of currency translation. The Americas net sales of $51.1 million increased $4.4 million, or 8%, primarily due to a volume increase in energy and communications product sales. EMEA net sales of $59.4 million increased $8.5 million, or 16%, primarily due to a volume increase in energy product sales within the region. In Asia-Pacific, net sales of $85.3 million increased $8.3 million, or 10%, compared to 2018 primarily due to a volume increase in energy and special industries products.

~~Gross profit.~~ Gross profit of $104.4 million for the nine months ended September 30, 2019 increased $4.2 million, or 4%, compared to the nine months ended September 30, 2018. Excluding the $4.2 million unfavorable effect of currency translation, gross profit increased $8.2 million, or 8%, as summarized in the following table:

PLP-USA gross profit of $48.3 million increased $3.3 million compared to the same period in 2018 as a result of higher sales volume combined with a product sales mix shift to higher margin products, primarily energy products. International gross profit for the nine months ended September 30, 2019 was unfavorably impacted by $4.0 million when local currencies were translated to U.S. dollars. The following discussion of gross profit excludes the effects of currency translation. Despite the increase in sales, the Americas gross profit decreased $1.5 million which was primarily the result of a year-over-year product margin decline in the region due to sales mix and increases in raw material cost. EMEA gross profit increased $3.7 million year-over-year mainly as a result of the $8.5 million increase in sales volume combined with incremental growth from the newly acquired businesses. Asia-Pacific gross profit increased $2.6 million predominantly due to the region’s year-over-year $8.3 million increase in sales and a sales mix shift to higher margin products.

~~Costs and expenses.~~ Costs and expenses of $79.6 million for the nine months ended September 30, 2019 increased $4.5 million, or 6%. Excluding the favorable effect of currency translation, costs and expenses increased $8.2 million, or 11%, as summarized in the following table:

PLP-USA costs and expenses of $37.5 million for the nine months ended September 30, 2019 increased $2.4 million, or 7%, compared to 2018 mainly due to a $1.1 million increase in professional fees, which includes acquisition-related expenses, $1.0 million of higher personnel-related and benefits expenses combined with a $.4 million increase in bad debt expense, partially offset by $.1 million of net year-over-year gains on foreign currency exchange. Foreign currency exchange gains and losses are primarily related to translating into U.S. dollars its foreign denominated loans, trade and royalty receivables from its foreign subsidiaries at the September 30, 2019 exchange rates. On a consolidated basis, costs and expenses for the nine months ended September 30, 2019 were favorably impacted by $3.7 million when local currencies were translated to U.S. dollars. The following discussion of costs and expenses excludes the effect of currency translation. The Americas costs and expenses of $10.1 million increased $.5 million for the nine months ended September 30, 2019 compared to the same period in 2018 primarily due to a year-over-year increase in personnel-related expenses. EMEA costs and expenses of $15.0 million increased $4.4 million mainly due to the incremental costs incurred in the newly acquired businesses. Asia-Pacific costs and expenses of $16.9 million increased $1.0 million. This increase was primarily due to higher personnel costs of $.4 million, higher commissions of $.2 million and increased combined legal and bad debt expense of $.4 million.

~~Other income (expense).~~ ~~Other expense for the nine-month periods ended September 30, 2019 and 2018 was $.8 million and $.4 million, respectively.~~

~~Income taxes.~~ Income taxes for the nine months ended September 30, 2019 and 2018 were $6.3 million and $3.4 million, respectively, based on pre-tax income of $24.0 million and $24.7 million, respectively. The effective tax rate for the nine months ended September 30, 2019 and 2018 was 26% and 14%, respectively, compared to the U.S. federal statutory rate of 21%. Our tax rate is affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in those jurisdictions. It is also affected by discrete items that may occur in any given year but are not consistent from year to year. In addition to state and local income taxes, the following items had the most significant impact on the difference between our statutory U.S. federal income tax rate of 21% and our effective tax rate:

~~Net income.~~ As a result of the preceding items, net income for the nine months ended September 30, 2019 was $17.7 million, compared to $21.3 million for the nine months ended September 30, 2018, a decrease of $3.4 million when foreign currency impact is excluded as summarized in the following table:

PLP-USA’s net income for the nine months ended September 30, 2019 decreased $2.3 million compared to the same period in 2018. There was a $1.0 million increase in operating income that was completely offset by an income tax expense increase of $3.3 million which primarily resulted from a non-recurring, favorable prior year adjustment related to the Tax Act. The following discussion of net income excludes the effect of currency translation. The Americas net income decreased $1.5 million as a result of a $2.0$1.9 million decrease in operating income and an increase in ~~net interest~~other expense of ~~$.2~~$.1 million, partially offset by a decrease in income tax expense of $.7 million. EMEA net income decreased by $.3 million primarily as a result of a decrease in operating income of $.6 million, partially offset by a decrease in income tax expense of $.3 million. Asia-Pacific net income increased $.7 million as a result of a $1.6 million increase in operating income, partially offset by an increase in net interest expense of $.3 million combined with an increase in income tax expense of $.6$.4 million.

PLP’s EMEA segment incurred a net adjustment attributable to noncontrolling interests of less than $.1 million, which when added back to net income, resulted in an immaterial change to net income attributable to PLP Shareholders.

Our critical accounting policies are consistent with the information set forth in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Form 10-K for the year ended December 31, ~~2018~~2019 filed on March 8,

~~2019~~6, 2020 with the Securities and Exchange Commission and are, therefore, not presented herein. ~~For more detail regarding the January 1, 2019 adoption of ASU 2016-02, “Leases (Topic 842),” refer to~~

~~Note R “Leases” and Note K “Recently Adopted Accounting Pronouncements.”~~

We measure liquidity on the basis of our ability to meet short-term and long-term operating needs, repay debt, fund additional investments, including acquisitions, and make dividend payments to shareholders. Significant factors affecting the management of liquidity are cash flows from operating activities, capital expenditures, cash dividends, business acquisitions and access to bank lines of credit.

Our investments include expenditures required for equipment and facilities as well as expenditures in support of our strategic initiatives. During the first ~~nine~~three months of ~~2019,~~2020, we used cash of ~~$22.0~~$6.0 million for capital expenditures. We ended the first ~~nine~~three months of ~~2019~~2020 with ~~$41.5~~$34.1 million of cash, cash equivalents and restricted cash (“Cash”). Our Cash is held in various locations throughout the world. At ~~September 30, 2019,~~March 31, 2020, the majority of our Cash was held outside the United States (“U.S.”). We expect most accumulated non-U.S. Cash balances will remain outside of the U.S. and that we will meet U.S. liquidity needs through future operating cash flows, use of U.S. Cash balances, external borrowings, or some combination of these sources. We complete comprehensive reviews of our significant customers and their creditworthiness by analyzing financial statements for customers where we have identified a measure of increased risk. We closely monitor payments and developments which may signal possible customer credit issues. We currently have not identified any potential material impact on our liquidity from customer credit issues.

Total debt, including notes payable, at ~~September 30, 2019~~March 31, 2020 was ~~$63.0~~$72.5 million. At ~~September 30, 2019,~~March 31, 2020, our unused availability under our line of credit was ~~$32.9~~$26.5 million and our bank debt to equity percentage was ~~24.3%~~28.8%. In 2018, we extended the term on our $65 million credit facility from June 30, 2019 to June 30, ~~2021.~~2021, and, on April 17, 2020, we further extended the term to June 30, 2024. All other terms remain the same, including the interest rate at LIBOR plus 1.125% unless our funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 2.25 to 1, at which point the LIBOR spread becomes 1.500%. The line of credit agreement contains, among other provisions, requirements for maintaining levels of net worth and funded debt-to-earnings before interest, taxes, depreciation and amortization along with an interest coverage ratio. The net worth and profitability requirements are calculated based on the line of credit agreement. At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we were in compliance with these covenants.

We expect that our major source of funding for ~~2019~~2020 and beyond will be our operating cash flows and our existing Cash as well as our line of credit agreement. We earn a significant amount of our operating income outside the U.S., which, except for current earnings in certain jurisdictions, is deemed to be indefinitely reinvested in foreign jurisdictions.

As we cannot predict the duration or scope of the COVID-19 pandemic and its impact on our customers and suppliers, the negative financial impact to our financial results and liquidity cannot be reasonably estimated but could be material. We are actively managing the business to maintain cash flow and secure favorable liquidity position. We believe that our future ~~operating~~ cash flows, together with these factors, will be more than sufficient to cover debt repayments, other contractual obligations, capital expenditures and dividends for the next 12twelve months and thereafter for the foreseeable future. In addition, we believe our borrowing capacity provides substantial financial resources, if needed, to supplement funding of capital expenditures and/or acquisitions. We also believe that we can expand our borrowing capacity, if necessary; however, we do not believe we would increase our debt to a level that would have a material adverse impact upon results of operations or financial condition.

Cash ~~increased $7.1~~decreased $9.7 million compared to the same period in ~~2018.~~2019. Net Cash ~~provided by~~used in operating activities was ~~$20.7~~$3.1 million. The most significant net investing and financing uses of Cash in the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 were payments of long-term debt of ~~$41.6 million, Cash used to fund the acquisition of SubCon and MICOS Telcom of $18.9~~$17.7 million, capital expenditures of ~~$22.0~~$6.0 million, share repurchases of ~~$4.5~~$4.0 million and dividends paid of ~~$3.2~~$1.2 million, partially offset by net debt and notes payable proceeds of ~~$69.3~~$28.3 million. Currency had a negative $1.8 million impact on Cash when translating foreign denominated financial statements to U.S. dollars.

Net Cash ~~provided by~~from operating activities for the ~~nine~~three months ended ~~September 30, 2019 and 2018~~March 31, 2020 was ~~$20.7~~a use of $3.1 million compared to ~~$7.1~~$.5 million ~~during~~of cash generated in the ~~nine months ended September 30, 2018.~~prior year three-month period. The ~~$13.6~~$3.6 million ~~increase~~decrease was primarily a result of ~~a decrease~~an increase in Cash usage for operating assets (net of operating liabilities) of ~~$16.7~~$6.8 million, ~~which included a reduction resulting from the $5.3 million contribution to the pension plan in 2018,~~ partially offset by a decrease in ~~net income~~usage for non-cash items of ~~$3.6~~$1.4 million and an increase in ~~non-cash items~~net income of ~~$.5~~$1.8 million.

Net Cash used in investing activities of ~~$41.3~~$6.0 million for the ~~nine~~three months ended ~~September 30, 2019 increased $29.3~~March 31, 2020 decreased $7.1 million when compared to Cash used in investing activities in the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 of ~~$12.0~~$13.1 million. The change was primarily related to Cash used in the prior year to fund the SubCon ~~and MICOS Telcom acquisitions,~~acquisition, net of Cash, of ~~$18.9~~$10.2 million ~~and~~combined with cash used to purchase marketable securities of $.5 million during the three months ended March 31, 2019, partially offset by a year-over-year increase in capital expenditures of ~~$14.7 million, partially offset by a reduction in Cash used year-over year to purchase marketable securities of $4.2 million in 2018.~~$3.6 million.

Cash provided by financing activities for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 was ~~$20.0~~$5.7 million compared to ~~a cash usage of $4.8~~$11.1 million for the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. The ~~$24.8~~$5.4 million ~~improvement~~reduction was primarily the result of a net ~~increase~~decrease in debt borrowings in ~~2019~~2020 compared to ~~2018~~2019 of ~~$26.4~~$3.8 million ~~partially offset by a year-over-year change~~and an increase in ~~Cash used for net stock~~share repurchases of ~~$1.5~~$1.4 million.

Cautionary Statement for “Safe Harbor” Purposes Under The Private Securities Litigation Reform Act of 1995

This Form 10-Q and other documents we file with the Securities and Exchange Commission (“SEC”) contain forward-looking statements regarding the Company’s and management’s beliefs and expectations. As a general matter, forward-looking statements are those focused upon future plans, objectives or performance (as opposed to historical items) and include statements of anticipated events or trends and expectations and beliefs relating to matters not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Such uncertainties and factors could cause the Company’s actual results to differ materially from those matters expressed in or implied by such forward-looking statements.

The following factors, among others, could affect the Company’s future performance and cause the Company’s actual results to differ materially from those expressed or implied by forward-looking statements made in this report:

The Company operates manufacturing facilities and offices around the world and uses fixed and floating rate debt to finance the Company’s global operations. As a result, the Company is subject to business risks inherent in non-U.S. activities, including political and economic uncertainty, import and export limitations and market risk related to changes in interest rates and foreign currency exchange rates. The Company believes that the political and economic risks related to the Company’s international operations are mitigated due to the geographic diversity in which the Company’s international operations are located.

Effective July 1, 2018, Argentina was designated as a highly inflationary economy as the projected three-year cumulative inflation rate exceeded 100%. As such, beginning July 1, 2018, the functional currency for the Company’s Argentina subsidiary became the U.S. dollar. The remeasurement impact to the ~~three and nine-month~~three-month periods ended ~~September 30, 2019~~March 31, 2020 was immaterial and is included in the Company’s consolidated financial statements.

~~As of September 30, 2019, the Company had no foreign currency forward exchange contracts outstanding.~~ The Company does not hold derivatives for trading or speculative purposes.

The Company’s primary currency rate exposures are related to foreign denominated debt, intercompany debt, foreign denominated receivables and payables and cash and short-term investments. A hypothetical 10% change in currency rates would have a favorable/unfavorable impact on fair values on such instruments of ~~$4.1~~$4.9 million and on income before taxes of ~~$1.1~~$1.7 million.

The Company is exposed to market risk, including changes in interest ~~rates.~~rates and foreign exchange rates since we conduct business in a variety of foreign currencies. The Company is subject to interest rate risk on its variable rate revolving credit facilities and term notes, which consisted of long-term borrowings, which includes the current portion, of ~~$32.1~~$62.0 million at ~~September 30, 2019.~~March 31, 2020. A 100 basis point increase in the interest rate would have resulted in an increase in interest expense of approximately ~~$.2~~$.7 million for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.

As discussed elsewhere in this report, the recent outbreak of COVID-19 could negatively impact the Company’s business and results of operations. Since we cannot predict the duration or scope of the COVID-19 pandemic, the potential negative financial impact to the Company’s results cannot be reasonably estimated, but could be material.

The Company’s Principal Executive Officer and Principal Accounting Officer have concluded that the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, were effective as of ~~September 30, 2019.~~March 31, 2020.

On January 1, 2019, the Company adopted ASU 2016-02, “Leases (Topic 842).” For the adoption, the Company implemented changes to its lease recognition process and control activities, including the development of new entity-wide policies, processes, including the use of a software package, controls, training and ongoing lease contract reviews to accommodate presentation and disclosure requirements. For more detail regarding the January 1, 2019 adoption of ASU No. 2016-02, refer to Note Q “Leases” and Note K “Recently Adopted Accounting Pronouncements.”

There were no other changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) of the Securities and Exchange Act of 1934 during the ~~nine-month~~three-month period ended ~~September 30, 2019~~March 31, 2020 that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

In the normal course of business, the Company is subject to a variety of claims and lawsuits, including, but not limited to, litigation relating to employment, workers’ compensation, products liability, environmental and intellectual property. The ultimate outcomes of these matters are not predictable with certainty. The Company has liability insurance to cover many of these claims.

The Company and its subsidiaries, Helix Uniformed Ltd. (“Helix”) and Preformed Line Products (Canada) Limited (“PLPC Canada”), were each named, jointly and severally, with each of SNC-Lavalin ATP, Inc. (“SNC ATP”), HD Supply Canada Inc., by its trade names HD Supply Power Solutions and HD Supply Utilities (“HD Supply”), and Anixter Power Solutions Canada Inc. (the corporate successor to HD Supply), “Anixter” and, together with the Company, PLPC Canada, Helix, SNC ATP and HD Supply, the (“Defendants”) in a complaint filed by Altalink, L.P. (the “Plaintiff”) in the Court of Queen’s Bench of Alberta in Alberta, Canada in November 2016 (the “Complaint”).

The Company believes the claims against it are without merit and intends to vigorously defend against such claims. We are unable to predict the outcome of this case and cannot reasonably estimate a potential range of loss. However, if it is determined adverse to the Company, it could have a material effect on the Company’s financial results.

There were no defined material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 filed with the Securities and Exchange Commission on March ~~8, 2019.~~6, 2020 other than as set forth below. In addition, the impact of COVID-19 could potentially exacerbate other risks discussed, any of which could have a material adverse effect on the Company. The situation continues to change rapidly and additional impacts may arise that the Company is not aware of currently.

Our business, results of operations and financial condition have been and may in the future be adversely impacted by the COVID-19 pandemic.

The outbreak of COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has created significant volatility, uncertainty and disruption in the U.S. and global economies. The COVID-19 pandemic has resulted and will result in lost or delayed revenue to us and could have a material adverse effect on our business, results of operations and financial condition. In response to recommendations by public health organizations, federal, state, local and foreign governments have adopted various measures in an effort to slow and limit the spread of the COVID-19 virus, including mandatory closures, work-from-home and shelter in place orders and social distancing protocols. These and other measures have had and may continue to have an adverse impact on our business, as well as those of our suppliers (particularly in the Asia-Pacific region), customers and other business partners, which could cause delays in the production and distribution of our products, delays and cancellations of projects utilizing our products and the loss of sales and customers.

The extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on various factors which continue to evolve and cannot be predicted, including: the scope, duration and severity of the pandemic; the effectiveness of stimulus measures and other actions implemented by federal, state, local or foreign governments; the ability of our suppliers to obtain or produce the materials needed for our products or to meet delivery requirements and commitments; disruptions to our global supply chain; the effect on our customers’ demand for our services and products; limitations on our ability to sell and provide our services and products due to the inability of our employees to perform their job due to illness caused by the pandemic or

governmental stay at home orders or travel restrictions; reduced availability of ground or air transportation; the effectiveness of our actions to contain costs and maintain liquidity; and the ability of our customers to conduct their business or to pay for our services and products in a timely manner. The long-term financial and economic impacts of the COVID-19 pandemic may be prolonged and cannot be reliably quantified or estimated at this time due to the uncertainty of these future developments.

On December 13, 2017, the Board of Directors authorized a plan to repurchase up to an additional 228,138 of Preformed Line Products Company common shares, resulting in a total of 250,000 shares available for repurchase with no expiration date. The following table reflects repurchases for the three months ended ~~September 30, 2019:~~March 31, 2020:

~~None.~~On April 17, 2020, we entered into an amendment to the loan agreement for our $65 million credit facility to extend the term from June 30, 2021 to June 30, 2024 and to add its Austrian subsidiary as a borrower. All other terms remain the same, including the interest rate at LIBOR plus 1.125% unless our funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 2.25 to 1, at which point the LIBOR spread becomes 1.500%.

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		34-0676895
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

660 Beta Drive Mayfield Village, Ohio		44143
(Address of Principal Executive Office)		(Zip Code)

Title of each class		Trading Symbol		Name of exchange on which registered
Common stock, par value $2.00 per share		PLPC		NASDAQ

		Page

Part I - Financial Information

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2421

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3428

Item 4.	Controls and Procedures	3428

Part II - Other Information

Item 1.	Legal Proceedings	3529

Item 1A.	Risk Factors	3529

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3530

Item 3.	Defaults Upon Senior Securities	3631

Item 4.	Mine Safety Disclosures	3631

Item 5.	Other Information	3631

Item 6.	Exhibits	3631

SIGNATURES		3732

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Raw materials	$	48,948		$	43,041		$	46,620		$	49,729
Work-in-process		10,926			8,818			9,270			9,352
Finished Goods		40,945			42,163			44,690			45,760
		100,819			94,022			100,580			104,841
Excess of current cost over LIFO cost		(4,978	)		(4,474	)		(4,849	)		(4,667	)
Noncurrent portion of inventory		(3,614	)		(4,289	)		(3,218	)		(4,456	)
	$	92,227		$	85,259		$	92,513		$	95,718

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Land and improvements	$	18,380		$	12,552		$	20,519		$	22,218
Buildings and improvements		81,896			74,743			80,885			82,811
Machinery, equipment and aircraft		179,503			171,015			172,777			180,221
Construction in progress		6,356			3,392			10,947			9,460
		286,135			261,702			285,128			294,710
Less accumulated depreciation		(168,438	)		(158,747	)		(165,772	)		(170,692	)
	$	117,697		$	102,955		$	119,356		$	124,018


	Nine Months Ended September 30, 2019
Product Type	PLP-USA			The Americas			EMEA			Asia-Pacific			Consolidated
Energy		63	%		67	%		59	%		68	%		64	%
Communications		30			29			27			7			24
Special Industries		7			4			14			25			12
Total		100	%		100	%		100	%		100	%		100	%

	Nine Months Ended September 30, 2018
Product Type	PLP-USA			The Americas			EMEA			Asia-Pacific			Consolidated
Energy		59	%		70	%		73	%		72	%		66	%
Communications		35			26			13			4			22
Special Industries		6			4			14			24			12
Total		100	%		100	%		100	%		100	%		100	%

	Three Months Ended September 30, 2019									Three Months Ended September 30, 2018
	Defined benefit pension plan activity			Currency Translation Adjustment			Total			Defined benefit pension plan activity			Currency Translation Adjustment			Total
Balance at July 1	$	(5,687	)	$	(51,257	)	$	(56,944	)	$	(5,832	)	$	(50,960	)	$	(56,792	)
Other comprehensive loss before reclassifications:
Loss on foreign currency translation adjustment		0			(5,897	)		(5,897	)		0			(563	)		(563	)
Amounts reclassified from AOCI:
Amortization of defined benefit pension actuarial gain (a)		108			0			108			116			0			116
Net current period other comprehensive income (loss)		108			(5,897	)		(5,789	)		116			(563	)		(447	)
Balance at September 30	$	(5,579	)	$	(57,154	)	$	(62,733	)	$	(5,716	)	$	(51,523	)	$	(57,239	)

	Number of Shares		Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (000's)
Outstanding at January 1, 2019		750	$	39.10
Granted		0	$	0.00
Exercised		750	$	39.10
Forfeited		0	$	0.00
Outstanding (exercisable and vested) at September 30, 2019		0	$	0.00		0.0	$	0

	Restricted Share Units											Restricted Share Units
	Performance and Service Required ⁽¹⁾			Service Required			Total Restricted Share Units			Weighted-Average Grant-Date Fair Value		Performance and Service Required ⁽¹⁾		Service Required		Total Restricted Share Units		Weighted-Average Grant-Date Fair Value
Nonvested as of January 1, 2019		213,624			17,298			230,922		$	76.20
Nonvested as of January 1, 2020													196,342		15,292		211,634	$	53.68
Granted		65,392			8,123			73,515			56.22		71,539		9,547		81,086		55.63
Vested		(75,921	)		(1,292	)		(77,213	)		34.16		73,053		0		73,053		54.60
Forfeited		(6,753	)		(1,068	)		(7,821	)		68.95		0		0		0		0.00
Nonvested as of September 30, 2019		196,342			23,061			219,403		$	60.86
Nonvested as of March 31, 2020													194,828		24,839		219,667	$	61.10

Description	Balance as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of March 31, 2020		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Foreign currency forward contracts, net									$	456	$	0	$	456	$	0
Total Assets									$	456	$	0	$	456	$	0
Liabilities:
Supplemental profit sharing plan		5,334		0		5,334		0	$	5,326	$	0	$	5,326	$	0
Earn-out										192		0		0		192
Total Liabilities	$	5,334	$	0	$	5,334	$	0	$	5,518	$	0	$	5,326	$	192

Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of December 31, 2019		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities	$	1,648	$	1,648	$	0	$	0
Total Assets	$	1,648	$	1,648	$	0	$	0

Liabilities:
Supplemental profit sharing plan		4,946		0		4,946		0	$	6,059	$	0	$	6,059	$	0
Earn-out										581		0		0		581
Total Liabilities	$	4,946	$	0	$	4,946	$	0	$	6,640	$	0	$	6,059	$	581


	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019		Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
Components of lease expense
Operating lease cost	$	859	$	2,338	$	709	$	665

Finance lease cost
Amortization of right-of-use assets		17		51		16		18
Interest on lease liabilities		2		8		2		3
Total lease cost	$	878	$	2,397	$	727	$	686

	Operating Leases		Finance Leases		Operating Leases		Finance Leases
2019	$	644	$	27
2020		2,268		107	$	1,781	$	91
2021		1,880		44		2,106		59
2022		1,503		25		1,671		40
2023 and thereafter		9,602		20
2023						1,190		35
2024 and thereafter						9,406		6
Total lease payments	$	15,897	$	223	$	16,154	$	231
Less amount of lease payment representing interest		5,441		11		5,488		69
Total present value of lease payments	$	10,456	$	212	$	10,666	$	162

	Nine Months Ended September 30, 2019		Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,610	$	2	$	3
Operating cash flows from finance leases		8		730		702
Financing cash flows from finance leases		74		29		26

	September 30, 2019					December 31, 2018					March 31, 2020					December 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Finite-lived intangible assets
Patents	$	4,806	$	(4,806	)	$	4,806	$	(4,788	)	$	4,806	$	(4,806	)	$	4,806	$	(4,806	)
Land use rights		1,124		(258	)		1,134		(203	)		1,078		(432	)		1,128		(331	)
Trademarks		1,672		(1,294	)		1,707		(1,247	)		1,579		(1,291	)		1,718		(1,358	)
Technology		6,767		(1,539	)		2,994		(1,334	)		6,687		(1,776	)		7,185		(1,708	)
Customer relationships		15,672		(6,928	)		11,804		(6,415	)		14,895		(7,260	)		15,811		(7,329	)
	$	30,041	$	(14,825	)	$	22,445	$	(13,987	)	$	29,045	$	(15,565	)	$	30,648	$	(15,532	)
Indefinite-lived intangible assets
Goodwill	$	25,278				$	15,621				$	25,814				$	27,840

Assets acquired
Current assets, net of cash	$	5,976		$	5,976
Property, plant and equipment		2,669			1,189
Goodwill		10,403			12,132
Finite-lived intangible assets		8,144			8,092
Other long-term assets		1,883			1,883
Total assets acquired	$	29,075		$	29,272
Liabilities assumed		(10,181	)		(10,378	)
Net assets acquired	$	18,894		$	18,894

	Foreign Currency Translation Impact												Foreign Currency Translation Impact
	Net Sales						Net Income						Net Sales			Net Income
(Thousands of dollars)	Three Months			Nine Months			Three Months			Nine Months			Three Months			Three Months
The Americas	$	(1,380	)	$	(5,493	)	$	134		$	106		$	(2,431	)	$	(142	)
EMEA		(939	)		(3,927	)		(44	)		(215	)		(661	)		4
Asia-Pacific		(931	)		(3,252	)		(87	)		(86	)		(991	)		13
Total	$	(3,250	)	$	(12,672	)	$	3		$	(195	)	$	(4,083	)	$	(125	)

	Foreign Currency Translation Impact								Foreign Currency Impact
	Three Months Ended September 30				Nine Months Ended September 30				Three Months Ended March 31
(Thousands of dollars)	2019		2018		2019		2018		2020			2019
Operating income	$	11,643	$	8,015	$	24,804	$	25,093	$	5,153		$	2,046
Translation loss		23		0		251		0		12			0
Transaction loss		308		1,126		179		2,324
Transaction loss (gain)										1,792			(20	)
Net gain on forward currency contracts										(1,125	)		0
Operating income excluding currency impact	$	11,974	$	9,141	$	25,234	$	27,417	$	5,832		$	2,026

	Nine Months Ended September 30
Thousands of dollars)	2019		2018		Change			Change Due to Currency Translation			Change Excluding Currency Translation		% change
Costs and expenses
PLP-USA	$	37,518	$	35,161	$	2,357		$	0		$	2,357		7	%
The Americas		10,111		11,634		(1,523	)		(2,006	)		483		4
EMEA		15,042		11,637		3,405			(946	)		4,351		37
Asia-Pacific		16,939		16,687		252			(768	)		1,020		6
Consolidated	$	79,610	$	75,119	$	4,491		$	(3,720	)	$	8,211		11	%

Period (2019)	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that may yet be Purchased under the Plans or Programs
July		952	$	51.20		123,885		126,115
August		10,176		49.09		134,061		115,939
September		4,022		50.22		138,083		111,917
Total		15,150

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that may yet be Purchased under the Plans or Programs
January		1,157	$	67.71		174,323		75,677
February		42,972		57.98		217,295		32,705
March		31,117		45.31		248,412		1,588
Total		75,246

31.1		Certifications of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed ~~herewith~~herewith..

31.2		Certifications of the Principal Accounting Officer, ~~Michael A. Weisbarth,~~Andrew S. Klaus, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed ~~herewith~~herewith..

32.1		Certifications of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished.

32.2		Certifications of the Principal Accounting Officer, ~~Michael A. Weisbarth,~~Andrew S. Klaus, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

~~November~~May 1, ~~2019~~2020		/s/ Robert G. Ruhlman
		Robert G. Ruhlman
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)

~~November~~May 1, ~~2019~~2020		/s/ ~~Michael A. Weisbarth~~Andrew S. Klaus
		~~Michael A. Weisbarth~~Andrew S. Klaus
		~~Vice President – Finance and Treasurer~~Chief Financial Officer
		(Principal Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company