UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 30, 20192020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission file number: 0-31164

 

Preformed Line Products Company

(Exact Name of Registrant as Specified in Its Charter)

 

 

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)

(440) 461-5200

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes      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.

 

Large accelerated filer

 

  

Accelerated filer

 

��

 

 

 

 

Non-accelerated filer

 

  

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

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.August 3, 2020: 4,915,537.

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of exchange on which registered

Common stock, par value $2.00 per share

 

PLPC

 

NASDAQ

 

 


 

Table of Contents

 

 

 

 

 

Page

 

 

 

 

 

Part I - Financial Information

 

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

3

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

2423

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

34

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

34

 

 

 

 

 

Part II - Other Information

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

35

 

 

 

 

 

Item 1A.

 

Risk Factors

 

35

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

35

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

36

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

36

 

 

 

 

 

Item 5.

 

Other Information

 

36

 

 

 

 

 

Item 6.

 

Exhibits

 

36

 

 

 

 

 

SIGNATURES

 

37

 


PART I – FINANCIALFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PREFORMED LINE PRODUCTS COMPANY

CONSOLIDATED BALANCE SHEETS

 

 

September 30, 2019

 

 

December 31, 2018

 

 

June 30, 2020

 

 

December 31, 2019

 

(Thousands of dollars, except share and per share data)

 

(Unaudited)

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

41,158

 

 

$

43,609

 

 

$

36,507

 

 

$

38,929

 

Accounts receivable, less allowances of $3,845 ($3,178 in 2018)

 

 

85,842

 

 

 

73,139

 

Accounts receivable, less allowances of $3,340 ($3,849 in 2019)

 

 

94,840

 

 

 

83,517

 

Inventories - net

 

 

92,227

 

 

 

85,259

 

 

 

95,454

 

 

 

95,718

 

Prepaids

 

 

6,821

 

 

 

6,205

 

 

 

6,518

 

 

 

6,921

 

Prepaid taxes

 

 

2,068

 

 

 

3,169

 

 

 

1,851

 

 

 

2,601

 

Other current assets

 

 

4,798

 

 

 

2,882

 

 

 

3,051

 

 

 

4,289

 

TOTAL CURRENT ASSETS

 

 

232,914

 

 

 

214,263

 

 

 

238,221

 

 

 

231,975

 

Property, plant and equipment - net

 

 

117,697

 

 

 

102,955

 

 

 

124,261

 

 

 

124,018

 

Operating lease, right-of-use assets

 

 

12,512

 

 

 

0

 

 

 

12,989

 

 

 

12,453

 

Intangibles - net

 

 

15,216

 

 

 

8,458

 

 

 

13,786

 

 

 

15,116

 

Goodwill

 

 

25,278

 

 

 

15,621

 

 

 

27,048

 

 

 

27,840

 

Deferred income taxes

 

 

8,220

 

 

 

6,900

 

 

 

6,275

 

 

 

7,564

 

Other assets

 

 

13,167

 

 

 

10,600

 

 

 

13,686

 

 

 

14,605

 

TOTAL ASSETS

 

$

425,004

 

 

$

358,797

 

 

$

436,266

 

 

$

433,571

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

28,607

 

 

$

26,414

 

 

$

30,866

 

 

$

28,282

 

Notes payable to banks

 

 

7,398

 

 

 

9,042

 

 

 

12,402

 

 

 

8,696

 

Operating lease liabilities, current

 

 

2,090

 

 

 

0

 

 

 

2,170

 

 

 

2,062

 

Current portion of long-term debt

 

 

2,719

 

 

 

1,448

 

 

 

2,789

 

 

 

3,354

 

Accrued compensation and amounts withheld from employees

 

 

14,957

 

 

 

11,153

 

 

 

15,216

 

 

 

11,817

 

Accrued expenses and other liabilities

 

 

17,806

 

 

 

12,582

 

 

 

13,564

 

 

 

16,718

 

Accrued profit-sharing and other benefits

 

 

5,959

 

 

 

6,982

 

 

 

4,443

 

 

 

7,213

 

Dividends payable

 

 

1,132

 

 

 

1,051

 

 

 

1,220

 

 

 

1,173

 

Income taxes payable

 

 

2,814

 

 

 

815

 

 

 

1,668

 

 

 

1,758

 

TOTAL CURRENT LIABILITIES

 

 

83,482

 

 

 

69,487

 

 

 

84,338

 

 

 

81,073

 

Long-term debt, less current portion

 

 

52,888

 

 

 

24,960

 

 

 

57,657

 

 

 

53,722

 

Unfunded pension obligation

 

 

5,082

 

 

 

5,259

 

 

 

5,148

 

 

 

5,278

 

Operating lease liabilities, non-current

 

 

8,366

 

 

 

0

 

 

 

8,642

 

 

 

8,246

 

Deferred income taxes

 

 

3,619

 

 

 

1,711

 

 

 

2,879

 

 

 

3,116

 

Other noncurrent liabilities

 

 

11,850

 

 

 

8,010

 

 

 

13,446

 

 

 

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, 4,934,506 and

4,992,979 issued and outstanding, at June 30, 2020 and December 31, 2019,

respectively

 

 

13,003

 

 

 

12,848

 

Common shares issued to rabbi trust, 264,886 and 267,641 shares at June 30, 2020

and December 31, 2019, respectively

 

 

(10,910

)

 

 

(10,981

)

Deferred compensation liability

 

 

10,981

 

 

 

11,008

 

 

 

10,910

 

 

 

10,981

 

Paid-in capital

 

 

37,642

 

 

 

34,401

 

 

 

40,385

 

 

 

38,854

 

Retained earnings

 

 

348,710

 

 

 

334,170

 

 

 

365,443

 

 

 

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, 1,567,692 and 1,431,235 shares at June 30, 2020 and

December 31, 2019, respectively

 

 

(86,097

)

 

 

(79,106

)

Accumulated other comprehensive loss

 

 

(62,733

)

 

 

(59,583

)

 

 

(68,573

)

 

 

(57,353

)

TOTAL PREFORMED LINE PRODUCTS, COMPANY SHAREHOLDERS’ EQUITY

 

 

259,663

 

 

 

249,370

 

 

 

264,161

 

 

 

268,535

 

Noncontrolling interest

 

 

54

 

 

 

0

 

 

 

(5

)

 

 

33

 

TOTAL SHAREHOLDERS’ EQUITY

 

 

259,717

 

 

 

249,370

 

 

 

264,156

 

 

 

268,568

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

425,004

 

 

$

358,797

 

 

$

436,266

 

 

$

433,571

 

 

See notes to consolidated financial statements (unaudited).

 


PREFORMED LINE PRODUCTS COMPANY

STATEMENTS OF CONSOLIDATED INCOME

(UNAUDITED)

 

 

Three Months Ended September 30

 

 

Nine Months Ended September 30

 

 

Three Months Ended June 30

 

 

Six Months Ended June 30

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

(Thousands of dollars, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

119,217

 

 

$

108,413

 

 

$

331,212

 

 

$

315,467

 

 

$

117,629

 

 

$

114,842

 

 

$

220,481

 

 

$

211,995

 

Cost of products sold

 

 

79,874

 

 

 

74,922

 

 

 

226,798

 

 

 

215,255

 

 

 

78,063

 

 

 

77,035

 

 

 

148,005

 

 

 

146,923

 

GROSS PROFIT

 

 

39,343

 

 

 

33,491

 

 

 

104,414

 

 

 

100,212

 

 

 

39,566

 

 

 

37,807

 

 

 

72,476

 

 

 

65,072

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

 

9,410

 

 

 

8,965

 

 

 

26,868

 

 

 

27,297

 

 

 

8,439

 

 

 

9,046

 

 

 

17,344

 

 

 

17,458

 

General and administrative

 

 

13,275

 

 

 

11,655

 

 

 

38,486

 

 

 

33,859

 

 

 

12,432

 

 

 

12,893

 

 

 

25,865

 

 

 

25,211

 

Research and engineering

 

 

4,240

 

 

 

3,706

 

 

 

12,809

 

 

 

11,013

 

 

 

4,113

 

 

 

4,428

 

 

 

8,408

 

 

 

8,569

 

Other operating expense - net

 

 

775

 

 

 

1,150

 

 

 

1,447

 

 

 

2,950

 

Other operating (income) expense - net

 

 

(225

)

 

 

325

 

 

 

1,408

 

 

 

673

 

 

 

27,700

 

 

 

25,476

 

 

 

79,610

 

 

 

75,119

 

 

 

24,759

 

 

 

26,692

 

 

 

53,025

 

 

 

51,911

 

OPERATING INCOME

 

 

11,643

 

 

 

8,015

 

 

 

24,804

 

 

 

25,093

 

 

 

14,807

 

 

 

11,115

 

 

 

19,451

 

 

 

13,161

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

211

 

 

 

111

 

 

 

613

 

 

 

340

 

 

 

79

 

 

 

223

 

 

 

190

 

 

 

402

 

Interest expense

 

 

(735

)

 

 

(364

)

 

 

(1,688

)

 

 

(992

)

 

 

(719

)

 

 

(585

)

 

 

(1,428

)

 

 

(952

)

Other income - net

 

 

138

 

 

 

94

 

 

 

306

 

 

 

267

 

Other (expense) income - net

 

 

(282

)

 

 

97

 

 

 

776

 

 

 

167

 

 

 

(386

)

 

 

(159

)

 

 

(769

)

 

 

(385

)

 

 

(922

)

 

 

(265

)

 

 

(462

)

 

 

(383

)

INCOME BEFORE INCOME TAXES

 

 

11,257

 

 

 

7,856

 

 

 

24,035

 

 

 

24,708

 

 

 

13,885

 

 

 

10,850

 

 

 

18,989

 

 

 

12,778

 

Income tax expense (benefit)

 

 

3,213

 

 

 

(1,198

)

 

 

6,302

 

 

 

3,390

 

Income tax expense

 

 

3,397

 

 

 

2,984

 

 

 

4,848

 

 

 

3,088

 

NET INCOME

 

$

8,044

 

 

$

9,054

 

 

$

17,733

 

 

$

21,318

 

 

$

10,488

 

 

$

7,866

 

 

$

14,141

 

 

$

9,690

 

Less: Net income attributable to noncontrolling interests

 

 

93

 

 

 

0

 

 

 

54

 

 

 

0

 

Net adjustment attributable to noncontrolling interests

 

 

(7

)

 

 

38

 

 

 

38

 

 

 

38

 

NET INCOME ATTRIBUTABLE TO PREFORMED

LINE PRODUCTS COMPANY SHAREHOLDERS

 

$

7,951

 

 

$

9,054

 

 

$

17,679

 

 

$

21,318

 

 

$

10,481

 

 

$

7,904

 

 

$

14,179

 

 

$

9,728

 

AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

5,024

 

 

 

5,025

 

 

 

5,039

 

 

 

5,038

 

 

 

4,966

 

 

 

5,049

 

 

 

4,987

 

 

 

5,047

 

Diluted

 

 

5,119

 

 

 

5,138

 

 

 

5,077

 

 

 

5,088

 

 

 

4,973

 

 

 

5,058

 

 

 

4,994

 

 

 

5,056

 

EARNINGS PER SHARE OF COMMON STOCK

ATTRIBUTABLE TO PREFORMED LINE PRODUCTS

COMPANY SHAREHOLDERS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.58

 

 

$

1.80

 

 

$

3.51

 

 

$

4.23

 

 

$

2.11

 

 

$

1.57

 

 

$

2.84

 

 

$

1.93

 

Diluted

 

$

1.55

 

 

$

1.76

 

 

$

3.48

 

 

$

4.19

 

 

$

2.11

 

 

$

1.56

 

 

$

2.84

 

 

$

1.92

 

 

See notes to consolidated financial statements (unaudited).

 


PREFORMED LINE PRODUCTS COMPANY

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

 

Three Months Ended September 30

 

 

Nine Months Ended September 30

 

 

Three Months Ended June 30

 

 

Six Months Ended June 30

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

(Thousands of dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

8,044

 

 

$

9,054

 

 

$

17,733

 

 

$

21,318

 

 

$

10,488

 

 

$

7,866

 

 

$

14,141

 

 

$

9,690

 

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(5,897

)

 

 

(563

)

 

 

(3,444

)

 

 

(10,098

)

 

 

5,472

 

 

 

1,100

 

 

 

(11,409

)

 

 

2,453

 

Recognized net actuarial gain (net of tax provision of $32 and

$35 for the three months ended September 30, 2019 and 2018,

respectively, and net of tax provision of $95 and $94 for the

nine months ended September 30, 2019 and 2018, respectively).

 

 

108

 

 

 

116

 

 

 

294

 

 

 

299

 

Other comprehensive loss, net of tax

 

 

(5,789

)

 

 

(447

)

 

 

(3,150

)

 

 

(9,799

)

Less: Comprehensive income attributable to noncontrolling

interests

 

 

93

 

 

 

0

 

 

 

54

 

 

 

0

 

Comprehensive income attributable to Preformed Line

Products Company shareholders

 

$

2,162

 

 

$

8,607

 

 

$

14,529

 

 

$

11,519

 

Recognized net actuarial gain (net of tax provision of $39 and

$31 for the three month periods ended June 30, 2020 and

2019, respectively). Recognized net actuarial gain (net of

tax provision of $70 and $63 for the six months ended

June 30, 2020 and 2019, respectively).

 

 

91

 

 

 

93

 

 

 

189

 

 

 

186

 

Other comprehensive income (loss), net of tax

 

 

5,563

 

 

 

1,193

 

 

 

(11,220

)

 

 

2,639

 

Comprehensive adjustment attributable to noncontrolling interests

 

 

(7

)

 

 

38

 

 

 

38

 

 

 

38

 

Comprehensive income (loss) attributable to Preformed Line

Products Company shareholders

 

$

16,044

 

 

$

9,097

 

 

$

2,959

 

 

$

12,367

 

 

See notes to consolidated financial statements (unaudited).

 


PREFORMED LINE PRODUCTS COMPANY

STATEMENTS OF CONSOLIDATED CASH FLOWS

(UNAUDITED)

 

 

Nine Months Ended September 30

 

 

Six Months Ended June 30

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

(Thousands of dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

17,733

 

 

$

21,318

 

 

$

14,141

 

 

$

9,690

 

Adjustments to reconcile net income to net cash provided by (used in) operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

9,844

 

 

 

9,295

 

 

 

6,661

 

 

 

6,539

 

Provision for accounts receivable allowances

 

 

1,327

 

 

 

853

 

 

 

678

 

 

 

737

 

Provision for inventory reserves

 

 

1,288

 

 

 

1,728

 

 

 

1,001

 

 

 

895

 

Deferred income taxes

 

 

(1,503

)

 

 

(480

)

 

 

677

 

 

 

(712

)

Share-based compensation expense

 

 

3,344

 

 

 

2,301

 

 

 

1,588

 

 

 

1,956

 

Gain on sale of property and equipment

 

 

(47

)

 

 

(147

)

Other - net

 

 

(35

)

 

 

152

 

 

 

(330

)

 

 

67

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(12,865

)

 

 

(17,471

)

 

 

(15,713

)

 

 

(16,162

)

Inventories

 

 

(6,891

)

 

 

(9,912

)

 

 

(4,780

)

 

 

(4,114

)

Trade accounts payable and accrued liabilities

 

 

11,591

 

 

 

8,870

 

 

 

4,710

 

 

 

8,765

 

Income taxes - net

 

 

1,880

 

 

 

(726

)

 

 

95

 

 

 

211

 

Contributions to company pension plan

 

 

0

 

 

 

(5,340

)

Other - net

 

 

(4,997

)

 

 

(3,354

)

 

 

456

 

 

 

(2,037

)

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

20,669

 

 

 

7,087

 

 

 

9,184

 

 

 

5,835

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(21,950

)

 

 

(7,292

)

 

 

(11,820

)

 

 

(11,983

)

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

 

 

 

0

 

 

 

2,309

 

Purchase of company owned life insurance policy

 

 

(2,309

)

 

 

(2,953

)

 

 

0

 

 

 

(2,309

)

Acquisition of businesses, net of cash acquired

 

 

(18,894

)

 

 

0

 

Acquisition, net of cash acquired

 

 

0

 

 

 

(18,974

)

NET CASH USED IN INVESTING ACTIVITIES

 

 

(41,292

)

 

 

(11,979

)

 

 

(11,820

)

 

 

(31,453

)

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Decrease) increase in notes payable to banks

 

 

(1,478

)

 

 

3,131

 

Increase in notes payable to banks

 

 

5,148

 

 

 

578

 

Proceeds from long-term debt

 

 

70,730

 

 

 

57,488

 

 

 

41,163

 

 

 

55,636

 

Payments of long-term debt

 

 

(41,578

)

 

 

(59,295

)

 

 

(36,717

)

 

 

(25,581

)

Dividends paid

 

 

(3,226

)

 

 

(3,121

)

 

 

(2,173

)

 

 

(2,220

)

Proceeds from issuance of common shares

 

 

29

 

 

 

1,146

 

 

 

266

 

 

 

(0

)

Purchase of common shares for treasury

 

 

(2,397

)

 

 

(155

)

 

 

(4,613

)

 

 

(1,695

)

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

 

 

696

 

 

 

24,663

 

Effects of exchange rate changes on cash and cash equivalents

 

 

(1,778

)

 

 

(1,569

)

 

 

(817

)

 

 

(1,370

)

Net (decrease) increase in cash, cash equivalents and restricted cash

 

 

(2,425

)

 

 

(11,238

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(2,757

)

 

 

(2,325

)

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

 

 

$

36,506

 

 

$

41,585

 

 

(1)

Includes 0 restricted cash ofat June 30, 2020 and $.3 million at both September 30, 2019 and December 31, 2018.2019.  For further information regarding restricted cash, refer to Note P, “Debt Arrangements.”

 

See notes to consolidated financial statements (unaudited).

 


PREFORMED LINE PRODUCTS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(In thousands, except share and per share data, unless specifically noted)

NOTE A – BASIS OF PRESENTATION

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 ninesix months ended SeptemberJune 30, 20192020 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, 20182019 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 20182019 Annual Report on Form 10-K filed on March 8, 20196, 2020 with the Securities and Exchange Commission. 

NOTE B – REVENUE

Revenue recognition

 

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.

 


Disaggregated revenue

 

The Company’s revenues by segment and product type are as follows:

 

 

Three Months Ended September 30, 2019

 

 

Three Months Ended June 30, 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

%

 

 

65

%

 

 

78

%

 

 

 

 

60

%

 

74

%

 

68

%

Communications

 

 

29

 

 

 

26

 

 

 

34

 

5

 

23

 

 

 

30

 

 

 

18

 

 

 

33

 

4

 

23

 

Special Industries

 

 

8

 

 

 

2

 

 

 

12

 

 

20

 

 

11

 

 

 

5

 

 

 

4

 

 

 

 

7

 

 

22

 

 

9

 

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

100

%

 

100

%

 

 

100

%

 

 

100

%

 

 

 

 

100

%

 

100

%

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2018

 

 

Three Months Ended June 30, 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

%

 

 

63

%

 

 

66

%

 

 

 

 

48

%

 

66

%

 

62

%

Communications

 

 

33

 

 

 

44

 

 

 

25

 

4

 

26

 

 

 

30

 

 

 

29

 

 

 

32

 

10

 

25

 

Special Industries

 

 

7

 

 

 

5

 

 

 

12

 

 

28

 

 

13

 

 

 

7

 

 

 

5

 

 

 

 

20

 

 

24

 

 

13

 

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

100

%

 

100

%

 

 

100

%

 

 

100

%

 

 

 

 

100

%

 

100

%

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine  Months Ended September 30, 2019

 

 

Six  Months Ended June 30, 2020

 

Product Type

 

PLP-USA

 

 

The Americas

 

 

EMEA

 

Asia-Pacific

 

Consolidated

 

 

PLP-USA

 

 

The Americas

 

 

EMEA

 

Asia-Pacific

 

Consolidated

 

Energy

 

 

63

%

 

 

67

%

 

 

59

%

 

68

%

 

64

%

 

 

64

%

 

 

76

%

 

 

57

%

 

74

%

 

67

%

Communications

 

 

30

 

 

 

29

 

 

 

27

 

7

 

24

 

 

 

30

 

 

 

18

 

 

 

35

 

4

 

24

 

Special Industries

 

 

7

 

 

 

4

 

 

 

14

 

 

25

 

 

12

 

 

 

6

 

 

 

6

 

 

 

8

 

 

22

 

 

9

 

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

100

%

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

100

%

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2018

 

 

Six Months Ended June 30, 2019

 

Product Type

 

PLP-USA

 

 

The Americas

 

 

EMEA

 

Asia-Pacific

 

Consolidated

 

 

PLP-USA

 

 

The Americas

 

 

EMEA

 

Asia-Pacific

 

Consolidated

 

Energy

 

 

59

%

 

 

70

%

 

 

73

%

 

72

%

 

66

%

 

 

64

%

 

 

63

%

 

 

61

%

 

64

%

 

63

%

Communications

 

 

35

 

 

 

26

 

 

 

13

 

4

 

22

 

 

 

30

 

 

 

31

 

 

 

24

 

8

 

24

 

Special Industries

 

 

6

 

 

 

4

 

 

 

14

 

 

24

 

 

12

 

 

 

6

 

 

 

6

 

 

 

15

 

 

28

 

 

13

 

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

100

%

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

100

%

 

100

%

 

NOTE C – OTHER FINANCIAL STATEMENT INFORMATION

Inventories – net

 

 

September 30, 2019

 

 

December 31, 2018

 

 

June 30,

2020

 

 

December 31,

2019

 

Raw materials

 

$

48,948

 

 

$

43,041

 

 

$

50,155

 

 

$

49,729

 

Work-in-process

 

 

10,926

 

 

 

8,818

 

 

 

8,910

 

 

 

9,352

 

Finished Goods

 

 

40,945

 

 

 

42,163

 

 

 

44,559

 

 

 

45,760

 

 

 

100,819

 

 

 

94,022

 

 

 

103,624

 

 

 

104,841

 

Excess of current cost over LIFO cost

 

 

(4,978

)

 

 

(4,474

)

 

 

(4,863

)

 

 

(4,667

)

Noncurrent portion of inventory

 

 

(3,614

)

 

 

(4,289

)

 

 

(3,307

)

 

 

(4,456

)

 

$

92,227

 

 

$

85,259

 

 

$

95,454

 

 

$

95,718

 

 

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 SeptemberJune 30, 20192020 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-monthsix-month periods ended SeptemberJune 30, 2020, the net change in LIFO inventories resulted in less than $.1 million and $.2 million, respectively, of expense to Income before income taxes. During the three and six-month periods ended June 30, 2019, the net change in LIFO inventories resulted in $.10 change and $.3 million, and $.5 millionrespectively, 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.

Property, plant and equipment—net

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

 

 

September 30, 2019

 

 

December 31, 2018

 

 

June 30,

2020

 

 

December 31,

2019

 

Land and improvements

 

$

18,380

 

 

$

12,552

 

 

$

21,101

 

 

$

22,218

 

Buildings and improvements

 

 

81,896

 

 

 

74,743

 

 

 

82,654

 

 

 

82,811

 

Machinery, equipment and aircraft

 

 

179,503

 

 

 

171,015

 

 

 

177,881

 

 

 

180,221

 

Construction in progress

 

 

6,356

 

 

 

3,392

 

 

 

14,025

 

 

 

9,460

 

 

 

286,135

 

 

 

261,702

 

 

 

295,661

 

 

 

294,710

 

Less accumulated depreciation

 

 

(168,438

)

 

 

(158,747

)

 

 

(171,400

)

 

 

(170,692

)

 

$

117,697

 

 

$

102,955

 

 

$

124,261

 

 

$

124,018

 

 

Legal proceedings

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.


NOTE D – SHARE HOLDERSSHAREHOLDERS EQUITY

The following table reflects the changes in shareholders equity for the three and nine months ended SeptemberJune 30, 20192020 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

 

 

Non

controlling

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 (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,481

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,481

 

 

 

7

 

 

 

10,488

 

Foreign currency

   translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,472

 

 

 

 

 

 

 

5,472

 

 

 

 

 

 

 

5,472

 

Recognized net actuarial

   gain, net of tax

   provision of $39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

91

 

 

 

91

 

 

 

 

 

 

 

91

 

Total comprehensive

   income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,044

 

 

 

7

 

 

 

16,051

 

Share-based

   compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

612

 

 

 

(26

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

586

 

 

 

 

 

 

 

586

 

Purchase of 60,608

   common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,011

)

 

 

 

 

 

 

 

 

 

 

(3,011

)

 

 

 

 

 

 

(3,011

)

Issuance of 603 common

   shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26

 

 

 

 

 

 

 

26

 

Common shares issued to

   rabbi trust of 603, net

 

 

 

 

 

 

(30

)

 

 

30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

0

 

Cash dividends declared -

   $.20 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(996

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(996

)

 

 

 

 

 

 

(996

)

Balance at June 30, 2020

 

$

13,003

 

 

$

(10,910

)

 

$

10,910

 

 

$

40,385

 

 

$

365,443

 

 

$

(86,097

)

 

$

(63,091

)

 

$

(5,482

)

 

$

264,161

 

 

$

(5

)

 

$

264,156

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

Non

Controlling

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

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,904

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,904

 

 

 

(38

)

 

 

7,866

 

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

 

 

 

(38

)

 

 

9,059

 

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

   distributed from

   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

 

 

$

(38

)

 

$

257,814

 

 

NOTE E – PENSION PLANS

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:

 

 

Three Months Ended September 30

 

 

Nine Months Ended September 30

 

 

Three Months Ended June 30

 

 

Six Months Ended June 30

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Service cost

 

$

130

 

 

$

22

 

 

$

225

 

 

$

188

 

 

$

90

 

 

$

48

 

 

$

181

 

 

$

95

 

Interest cost

 

 

350

 

 

 

346

 

 

 

1,058

 

 

 

1,012

 

 

 

326

 

 

 

354

 

 

 

653

 

 

 

708

 

Expected return on plan assets

 

 

(483

)

 

 

(612

)

 

 

(1,459

)

 

 

(1,603

)

 

 

(556

)

 

 

(488

)

 

 

(1,113

)

 

 

(976

)

Recognized net actuarial loss

 

 

140

 

 

 

151

 

 

 

390

 

 

 

393

 

 

 

130

 

 

 

125

 

 

 

259

 

 

 

250

 

Net periodic pension cost (benefit)

 

$

137

 

 

$

(93

)

 

$

214

 

 

$

(10

)

 

$

(10

)

 

$

39

 

 

$

(20

)

 

$

77

 

 


NoNaN contributions were made to the Plan during the ninesix months ended SeptemberJune 30, 2019.2020.  The Company does not planplans to contribute additional funds in the amount of $.3 million to the Plan during the remainderthird quarter of 2019.2020.

NOTE F – ACCUMULATED OTHER COMPREHENSIVE INCOME (“AOCI”)

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

 

 

 

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

)

 

 

Three Months Ended June 30, 2020

 

 

Three Months Ended June 30, 2019

 

 

 

Unrecognized

pension

benefit cost

 

 

Currency

Translation

Adjustment

 

 

Total

 

 

Unrecognized

pension

benefit cost

 

 

Currency

Translation

Adjustment

 

 

Total

 

Balance at April 1

 

$

(5,573

)

 

$

(68,563

)

 

$

(74,136

)

 

$

(5,780

)

 

$

(52,357

)

 

$

(58,137

)

Other comprehensive loss before

   reclassifications:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) gain on foreign currency

   translation adjustment

 

 

0

 

 

 

5,472

 

 

 

5,472

 

 

 

0

 

 

 

1,100

 

 

 

1,100

 

Amounts reclassified from AOCI:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of defined benefit

   pension actuarial gain (a)

 

 

91

 

 

 

0

 

 

 

91

 

 

 

93

 

 

 

0

 

 

 

93

 

Net current period other

   comprehensive income (loss)

 

 

91

 

 

 

5,472

 

 

 

5,563

 

 

 

93

 

 

 

1,100

 

 

 

1,193

 

Balance at June 30

 

$

(5,482

)

 

$

(63,091

)

 

$

(68,573

)

 

$

(5,687

)

 

$

(51,257

)

 

$

(56,944

)

 

 

 

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

)

 

 

Six Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2019

 

 

 

Defined benefit

pension plan

activity

 

 

Currency

Translation

Adjustment

 

 

Total

 

 

Defined benefit

pension plan

activity

 

 

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 on foreign currency

   translation adjustment

 

 

0

 

 

 

(11,409

)

 

 

(11,409

)

 

 

0

 

 

 

2,453

 

 

 

2,453

 

Amounts reclassified from AOCI:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of defined benefit

   pension actuarial gain (a)

 

 

189

 

 

 

0

 

 

 

189

 

 

 

186

 

 

 

0

 

 

 

186

 

Net current period other

   comprehensive income (loss)

 

 

189

 

 

 

(11,409

)

 

 

(11,220

)

 

 

186

 

 

 

2,453

 

 

 

2,639

 

Balance at June 30

 

$

(5,482

)

 

$

(63,091

)

 

$

(68,573

)

 

$

(5,687

)

 

$

(51,257

)

 

$

(56,944

)

 

(a)

This AOCI component is included in the computation of net periodic pension costs.

NOTE G – COMPUTATION OF EARNINGS PER SHARE

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 ninesix months ended SeptemberJune 30, 20192020 and 20182019 was as follows:

 

 

Three Months Ended September 30

 

 

Nine Months Ended September 30

 

 

Three Months Ended June 30

 

 

Six Months Ended June 30

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

7,951

 

 

$

9,054

 

 

$

17,679

 

 

$

21,318

 

 

$

10,481

 

 

$

7,904

 

 

$

14,179

 

 

$

9,728

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Determination of shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

5,024

 

 

 

5,025

 

 

 

5,039

 

 

 

5,038

 

 

 

4,966

 

 

 

5,049

 

 

 

4,987

 

 

 

5,047

 

Dilutive effect - share-based awards

 

 

95

 

 

 

113

 

 

 

38

 

 

 

50

 

 

 

7

 

 

 

9

 

 

 

7

 

 

 

9

 

Diluted weighted-average common shares outstanding

 

 

5,119

 

 

 

5,138

 

 

 

5,077

 

 

 

5,088

 

 

 

4,973

 

 

 

5,058

 

 

 

4,994

 

 

 

5,056

 

Earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.58

 

 

$

1.80

 

 

$

3.51

 

 

$

4.23

 

 

$

2.11

 

 

$

1.57

 

 

$

2.84

 

 

$

1.93

 

Diluted

 

$

1.55

 

 

$

1.76

 

 

$

3.48

 

 

$

4.19

 

 

$

2.11

 

 

$

1.56

 

 

$

2.84

 

 

$

1.92

 

 

For both the three and nine-monthsix-month periods ended SeptemberJune 30, 2020, 40,313 and 30,157 stock options, respectively, were excluded from the calculation of diluted earnings per share as the effect would have been anti-dilutive. For both three and six-month periods ended June 30, 2019, 15,000 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 ended September 30, 2018, no stock options were excluded from the calculation of diluted earnings per share as there was no anti-dilutive effect.

 

NOTE H – GOODWILL AND OTHER INTANGIBLES

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

 

 

September 30, 2019

 

 

December 31, 2018

 

 

June 30, 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

 

 

 

(433

)

 

 

1,128

 

 

 

(331

)

Trademarks

 

 

1,672

 

 

 

(1,294

)

 

 

1,707

 

 

 

(1,247

)

 

 

1,653

 

 

 

(1,366

)

 

 

1,718

 

 

 

(1,358

)

Technology

 

 

6,767

 

 

 

(1,539

)

 

 

2,994

 

 

 

(1,334

)

 

 

6,994

 

 

 

(1,954

)

 

 

7,185

 

 

 

(1,708

)

Customer relationships

 

 

15,672

 

 

 

(6,928

)

 

 

11,804

 

 

 

(6,415

)

 

 

15,462

 

 

 

(7,648

)

 

 

15,811

 

 

 

(7,329

)

 

$

30,041

 

 

$

(14,825

)

 

$

22,445

 

 

$

(13,987

)

 

$

29,993

 

 

$

(16,207

)

 

$

30,648

 

 

$

(15,532

)

Indefinite-lived intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

25,278

 

 

 

 

 

 

$

15,621

 

 

 

 

 

 

$

27,048

 

 

 

 

 

 

$

27,840

 

 

 

 

 

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 monthssix-month periods ended SeptemberJune 30, 20192020 was $.5$.4 million and $1.1$.9 million, respectively. The aggregate amortization expense for other intangibles with finite lives for the three and nine monthssix-month periods ended SeptemberJune 30, 20182019 was $.3 million and $.8$.6 million, respectively.  Amortization expense is estimated to be $1.1$.8 million for the remaining period of 2019,2020 and $1.5 million for 2020 and $1.4 million foreach of the years 2021,2022 and 2023.2023 and 2024. The combined weighted-average remaining amortization period is approximately 14.812.8 years. The weighted-average remaining amortization period by intangible asset class is as follows: patents, 6.35.5 years; land use rights, 56.055.3 years; trademarks, 7.8;8.5 years; technology, 13.710.6 years; and customer relationships, 12.39.9 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 withto 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 ninethree months ended SeptemberJune 30, 20192020 are as follows:

 

 

 

USA

 

 

The Americas

 

 

EMEA

 

 

Asia-Pacific

 

 

Total

 

Balance at January 1, 2019

 

$

3,078

 

 

$

3,997

 

 

$

1,355

 

 

$

7,191

 

 

$

15,621

 

Currency translation

 

 

 

 

 

 

101

 

 

 

(451

)

 

 

(403

)

 

 

(753

)

Additions

 

 

 

 

 

 

 

 

 

 

10,410

 

 

 

 

 

 

 

10,410

 

Balance at September 30, 2019

 

$

3,078

 

 

$

4,098

 

 

$

11,314

 

 

$

6,788

 

 

$

25,278

 

 

 

USA

 

 

The Americas

 

 

EMEA

 

 

Asia-Pacific

 

 

Total

 

Balance at January 1, 2020

 

$

3,078

 

 

$

4,158

 

 

$

13,442

 

 

$

7,162

 

 

$

27,840

 

Currency translation

 

 

0

 

 

 

(188

)

 

 

(355

)

 

 

(249

)

 

 

(792

)

Balance at June 30, 2020

 

$

3,078

 

 

$

3,970

 

 

$

13,087

 

 

$

6,913

 

 

$

27,048

 

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. 

 

NOTE I – SHARE-BASED COMPENSATION

The 1999 Stock Option Plan

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

 

 

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

 

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.  

Long Term Incentive Plan of 2008 and 2016 Incentive Plan

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.


Restricted Share Units

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 ninesix months ended SeptemberJune 30, 20192020 is as follows:

 

 

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

 

 

 

(11,051

)

 

 

(2,763

)

 

 

(13,814

)

 

 

61.29

 

Nonvested as of September 30, 2019

 

 

196,342

 

 

 

23,061

 

 

 

219,403

 

 

$

60.86

 

Nonvested as of June 30 , 2020

 

 

183,777

 

 

 

22,076

 

 

 

205,853

 

 

$

61.09

 

 

(1)

Nonvested, performance-based RSUs are reflected above at the maximum performance achievement level.


 

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-monthsix-month periods ended SeptemberJune 30, 20192020 was $.1 million and $.2 million, and $.4 million, respectively.respectively. Compensation expense related to the time-based RSUs for the three and nine-monthsix-month periods ended SeptemberJune 30, 20182019 was also $.1 million and $.3$.2 million, respectively. As of SeptemberJune 30, 2019,2020, there was $.6$.7 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 1.82.0 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-monthsix-month periods ended SeptemberJune 30, 20192020 was $1.2$.5 million and $2.9$1.3 million, respectively. Performance-based compensation expense for the three and nine-monthsix-month periods ended SeptemberJune 30, 20182019 was $1.3$.9 million and $2.7$1.7 million, respectively.respectively As of SeptemberJune 30, 2019,2020, the remaining compensation expense of $4.8$3.9 million for outstanding performance-based RSU’s is expected to be recognized over a period of approximately 1.7 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.

Share Option Awards

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 no25,500 options granted for either of the nine-month periodssix-month period ended SeptemberJune 30, 20192020 and 2018.0 options granted for the six-month period ended June 30, 2019.

Stock option activity under the Company’s LTIP for ninesix months ended SeptemberJune 30, 20192020 was as follows:

 

 

Number of

Shares

 

 

Weighted

Average

Exercise Price

per Share

 

 

Weighted

Average

Remaining

Contractual

Term (Years)

 

 

Aggregate

Intrinsic

Value (000's)

 

 

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

 

 

30,750

 

 

$

56.81

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2020

 

 

31,750

 

 

$

58.77

 

 

 

 

 

 

 

 

 

Granted

 

 

0

 

 

$

0.00

 

 

 

 

 

 

 

 

 

 

 

25,500

 

 

$

48.13

 

 

 

 

 

 

 

 

 

Exercised

 

 

0

 

 

$

0.00

 

 

 

 

 

 

 

 

 

 

 

0

 

 

$

0.00

 

 

 

 

 

 

 

 

 

Forfeited

 

0

 

 

$

0.00

 

 

 

 

 

 

 

 

 

 

 

(1,250

)

 

$

48.00

 

 

 

 

 

 

 

 

 

Outstanding (vested and expected to vest) at September 30,

2019

 

 

30,750

 

 

$

56.81

 

 

 

6.2

 

 

$

136

 

Exercisable at September 30, 2019

 

 

24,500

 

 

$

56.33

 

 

 

5.4

 

 

$

128

 

Outstanding (vested and expected to vest) at June 30, 2020

 

 

56,000

 

 

$

54.17

 

 

 

7.4

 

 

$

93

 

Exercisable at June 30, 2020

 

 

23,000

 

 

$

58.68

 

 

 

4.0

 

 

$

45

 

 

There were -0- and 3,5000 stock option shares exercised during either of the nine-monthsix-month periods ended SeptemberJune 30, 20192020 and 2018, respectively.    2019.


For each of the three and nine-monthsix-month periods ended SeptemberJune 30, 2019, the Company recorded compensation expense related to the stock options currently vested of less than $.1 million2020 and $.1 million, respectively.  For both three and nine-month periods ended September 30, 2018,2019, 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 SeptemberJune 30, 20192020 is expected to be less than $.1$.5 million over a weighted-average period of approximately 1.92.7 years.

Deferred Compensation Plan

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 two2 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 SeptemberJune 30, 2019, 267,6412020, 264,886 shares have been deferred and are being held in the rabbi trust.

NOTE J – FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

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:

Level 1

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2

Inputs other than Level 1 inputs that are either directly or indirectly observable, which may include:

 

o

Quoted prices for similar assets in active markets;

 

o

Quoted prices for identical or similar assets or liabilities in inactive markets;

 

o

Inputs other than quoted prices that are observable for the asset or liability; and

 

o

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3

Inputs to the valuation methodology are unobservable and developed using estimates and assumptions developed by the Company which reflect those that a market participant would use.  


The following table summarizes the Company’s assets and liabilities, recorded and measured at fair value, in the consolidated balance sheets as of SeptemberJune 30, 20192020 and December 31, 2018:2019:

 

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

June 30, 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

 

$

382

 

 

$

0

 

 

$

382

 

 

$

0

 

Total Assets

 

$

382

 

 

$

0

 

 

$

382

 

 

$

0

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental profit sharing plan

 

 

5,334

 

 

 

0

 

 

 

5,334

 

 

 

0

 

 

$

5,848

 

 

$

0

 

 

$

5,848

 

 

$

0

 

Earn-out

 

 

196

 

 

 

0

 

 

 

0

 

 

 

196

 

Total Liabilities

 

$

5,334

 

 

$

0

 

 

$

5,334

 

 

$

0

 

 

$

6,044

 

 

$

0

 

 

$

5,848

 

 

$

196

 

 

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

 


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. The Company currently uses 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 and six months ended June 30, 2020, the Company recognized a net loss of $.3 million and a net gain of $.9 million, respectively, on foreign currency forward contracts. There were 0 foreign currency contracts in place at June 30, 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$5.8 million at SeptemberJune 30, 20192020 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 theThe Supplemental Profit Sharing Plan to allow theallows participants the ability to hypothetically invest their proportionate award into various investment options, which primarily includesinclude 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 mitigateThe 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 transferredobligation.  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 of $0 million and $1.6 million were reportedcontingent liabilities at fair value within Other current assets on the Company’s consolidated balance sheets as of SeptemberJune 30, 20192020 and December 31, 2018, respectively.  At September 30, 2019 and December 31, 2018, the cash surrender value of the COLI was $5.4$.2 million and $2.8$.6 million, respectively, and isare recorded in Other assetsnoncurrent liabilities 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.  

NOTE K – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

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.   

NOTE L – NEW ACCOUNTING STANDARDS TO BE ADOPTED

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 whatadopted 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 ofon the Company’s consolidated financial statements.  

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)(“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 impacthas completed its adoption, effectiveevaluation process and the January 1, 2020 willadoption did not have a material impact to the presentation of the Company’s consolidated financial statements.statements for the six months ended June 30, 2020.


NOTE L – NEW ACCOUNTING STANDARDS TO BE ADOPTED

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.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“Topic 740”), which simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740 and clarifies certain other aspects of the current guidance to promote consistency among reporting entities. The new standard is effective for fiscal years beginning after December 15, 2020 on a prospective basis and early adoption is permitted. The Company is currently evaluating the impact of the provisions of this standard on the Company’s Consolidated Financial Statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides for temporary optional expedients and exceptions to the current guidance on certain contract modifications and hedging relationships to ease the burdens related to the expected market transition from the London Inter-bank Offered Rate (“LIBOR”) or other reference rates to alternative reference rates. The guidance is effective upon issuance and can be applied through December 31, 2022. The Company does not expect the adoption of this standard to have a material impact on its Consolidated Financial Statements.

NOTE M – SEGMENT INFORMATION

The following tables present a summary of the Company’s reportable segments for the three and ninesix months ended SeptemberJune 30, 20192020 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 June 30

 

 

Six Months Ended June 30

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

47,617

 

 

$

46,189

 

 

$

135,411

 

 

$

128,296

 

 

$

53,966

 

 

$

46,369

 

 

$

100,567

 

 

$

87,794

 

The Americas

 

 

19,663

 

 

 

14,662

 

 

 

51,142

 

 

 

52,217

 

 

 

17,486

 

 

 

17,708

 

 

 

34,727

 

 

 

31,479

 

EMEA

 

 

21,132

 

 

 

18,273

 

 

 

59,376

 

 

 

54,756

 

 

 

21,048

 

 

 

22,610

 

 

 

41,408

 

 

 

38,244

 

Asia-Pacific

 

 

30,805

 

 

 

29,289

 

 

 

85,283

 

 

 

80,198

 

 

 

25,129

 

 

 

28,155

 

 

 

43,779

 

 

 

54,478

 

Total net sales

 

$

119,217

 

 

$

108,413

 

 

$

331,212

 

 

$

315,467

 

 

$

117,629

 

 

$

114,842

 

 

$

220,481

 

 

$

211,995

 

Intersegment sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

3,440

 

 

$

4,862

 

 

$

7,868

 

 

$

9,296

 

 

$

2,129

 

 

$

2,166

 

 

$

5,001

 

 

$

4,429

 

The Americas

 

 

2,149

 

 

 

2,622

 

 

 

5,905

 

 

 

7,204

 

 

 

2,813

 

 

 

1,626

 

 

 

4,677

 

 

 

3,756

 

EMEA

 

 

335

 

 

 

510

 

 

 

898

 

 

 

1,350

 

 

 

1,156

 

 

 

326

 

 

 

1,622

 

 

 

563

 

Asia-Pacific

 

 

3,572

 

 

 

3,409

 

 

 

10,699

 

 

 

8,681

 

 

 

3,910

 

 

 

3,932

 

 

 

6,004

 

 

 

7,127

 

Total intersegment sales

 

$

9,496

 

 

$

11,403

 

 

$

25,370

 

 

$

26,531

 

 

$

10,008

 

 

$

8,050

 

 

$

17,304

 

 

$

15,875

 

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

1,333

 

 

$

(1,968

)

 

$

2,585

 

 

$

(743

)

 

$

2,025

 

 

$

1,766

 

 

$

2,871

 

 

$

1,252

 

The Americas

 

 

901

 

 

 

213

 

 

 

1,948

 

 

 

2,581

 

 

 

812

 

 

 

870

 

 

 

1,445

 

 

 

1,046

 

EMEA

 

 

496

 

 

 

230

 

 

 

574

 

 

 

889

 

 

 

445

 

 

 

3

 

 

 

531

 

 

 

78

 

Asia-Pacific

 

 

483

 

 

 

327

 

 

 

1,195

 

 

 

663

 

 

 

115

 

 

 

345

 

 

 

1

 

 

 

712

 

Total income taxes

 

$

3,213

 

 

$

(1,198

)

 

$

6,302

 

 

$

3,390

 

 

$

3,397

 

 

$

2,984

 

 

$

4,848

 

 

$

3,088

 

Net income attributable to Preformed

Line Products Company shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

3,246

 

 

$

6,200

 

 

$

7,442

 

 

$

9,759

 

 

$

6,135

 

 

$

4,278

 

 

$

9,686

 

 

$

4,197

 

The Americas

 

 

2,565

 

 

 

811

 

 

 

5,188

 

 

 

6,611

 

 

 

1,695

 

 

 

1,659

 

 

 

2,690

 

 

 

2,623

 

EMEA

 

 

853

 

 

 

805

 

 

 

2,171

 

 

 

2,729

 

 

 

2,247

 

 

 

805

 

 

 

2,583

 

 

 

1,317

 

Asia-Pacific

 

 

1,287

 

 

 

1,238

 

 

 

2,878

 

 

 

2,219

 

 

 

404

 

 

 

1,162

 

 

 

(780

)

 

 

1,591

 

Total net income attributable to

Preformed Line Products Company

shareholders

 

$

7,951

 

 

$

9,054

 

 

$

17,679

 

 

$

21,318

 

 

$

10,481

 

 

$

7,904

 

 

$

14,179

 

 

$

9,728

 


 

September 30, 2019

 

 

December 31, 2018

 

 

June 30, 2020

 

 

December 31, 2019

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

132,197

 

 

$

118,171

 

 

$

134,700

 

 

$

127,428

 

The Americas

 

 

73,453

 

 

 

69,764

 

 

 

70,792

 

 

 

71,908

 

EMEA

 

 

92,667

 

 

 

57,263

 

 

 

100,903

 

 

 

97,126

 

Asia-Pacific

 

 

126,687

 

 

 

113,599

 

 

 

129,871

 

 

 

137,109

 

Total identifiable assets

 

$

425,004

 

 

$

358,797

 

 

$

436,266

 

 

$

433,571

 

 

NOTE N – INCOME TAXES

The Company’s effective tax rate was 29%25% and (15%)28% for the three months ended SeptemberJune 30, 20192020 and 2018,2019, respectively, and 26% and 14%24% for the ninesix months ended SeptemberJune 30, 2020 and 2019, and 2018, respectively.  respectively.The higher effective tax rate for the three and ninesix months ended SeptemberJune 30, 2020 and 2019 compared to the U.S. federal statutory rate of 21% was primarily due to an increaseincreases 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 effectivecompensation, and losses in jurisdictions where no tax rate for the three months and nine months ended September 30, 2018 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 items related to 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.benefit is realized.  

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.  NoNaN significant changes to the valuation allowances were reflected for the periods ended SeptemberJune 30, 2019 and 2018.

During the nine-month period ended September2020 or June 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.2019.

The Company previously considered the majority of the earnings in its non-U.S. subsidiaries to be permanently reinvested and accordingly did not record any associated deferred income taxes on remittance of 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.earnings.

NOTE O – PRODUCT WARRANTY RESERVE

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.

The following is a rollforward of the product warranty reserve:

 

 

Nine Months Ended September 30

 

 

Six Months Ended June 30

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Beginning of period balance

 

$

928

 

 

$

1,076

 

 

$

1,309

 

 

$

928

 

Additions charged to income

 

 

692

 

 

 

103

 

 

 

48

 

 

 

506

 

Warranty usage

 

 

(293

)

 

 

(156

)

 

 

(28

)

 

 

(5

)

Currency translation

 

 

(46

)

 

 

(74

)

 

 

(87

)

 

 

1

 

End of period balance

 

$

1,281

 

 

$

949

 

 

$

1,242

 

 

$

1,430

 

 

NOTE P – DEBT ARRANGEMENTS

On March 13, 2018,April 17, 2020, the Company extended the term on its $65 million credit facility from June 30, 20192021 to June 30, 2021.2024 and added its Austrian subsidiary as a borrower on the facility.  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 SeptemberJune 30, 2019,2020, the Company’s Polish subsidiary had borrowed $4.7$6.2 million U.S. dollars at a rate of 1.125% plus the Warsaw Interbank Offer Rate with a term expiring June 30, 2021.2024.  At SeptemberJune 30, 2019,2020, the Company’s Australian subsidiary had borrowed $5.7$5.2 million U.S. dollars, also with a term expiring June 30, 2021.2024.  At SeptemberJune 30, 2019,2020, the interest rates on the U.S., Polish and Australian line of credit agreement were 3.141%1.287%, 2.765%1.365% and 2.155%1.225%, respectively.  Under the credit facility, at SeptemberJune 30, 2019,2020, the Company had utilized $32.1$37.5 million with $32.9$27.5 million available under the line of credit, net of long-term outstanding letters of credit.credit of $.1 million.  The line of credit agreement contains, among other provisions, requirements for maintaining levels of net worth and profitability. At SeptemberJune 30, 2019,2020, 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 hashad a $1.01.0 million euros, or $1.1 million U.S. dollars line of credit with a term expiration of May 31, 20202021 with the option to renew for an additional twelve months indefinitely.  At September 30, 2019,On June 26 2020, the Company’s Austrian subsidiary had borrowed $.6 million on the Company’s line of credit at an interest rate of 1.400%1.315%.  The proceeds were used to repay the previously outstanding local line of credit.  At repayment, the local line of credit was cancelled.

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 SeptemberJune 30, 2019, $7.72020, $7.1 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 SeptemberJune 30, 2019, $5.22020, $4.9 million was outstanding on this facility, of which $.5 million is classified as current.  This loan is secured by the Company’s New Zealand subsidiary’s land and building.


For boththe periods ended SeptemberJune 30, 20192020 and December 31, 2018,2019, the Company’s Asia Pacific segment had NaN and $.3 million, respectively, in restricted cash used to secure bank debt.  The restricted cash is shown on the balance sheet in Other assets.  

 

 

NOTE Q – LEASES

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 SeptemberJune 30, 2019,2020, 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 SeptemberJune 30, 20192020 was 17.217.1 and 2.7,2.8 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 ninesix months ended SeptemberJune 30, 20192020 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2019

 

 

Nine Months Ended September 30, 2019

 

 

Six Months Ended

June 30, 2020

 

 

Six Months Ended

June 30, 2019

 

Components of lease expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease cost

 

$

859

 

 

$

2,338

 

 

$

1,442

 

 

$

1,479

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance lease cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

 

17

 

 

 

51

 

 

 

32

 

 

 

34

 

Interest on lease liabilities

 

 

2

 

 

 

8

 

 

 

5

 

 

 

6

 

Total lease cost

 

$

878

 

 

$

2,397

 

 

$

1,479

 

 

$

1,519

 

 

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 SeptemberJune 30, 20192020 was 4.53%4.63% and 5.14%4.21%, respectively.  


Future maturities of the Company’s lease liabilities as of SeptemberJune 30, 20192020 are as follows:

 

 

Operating Leases

 

 

Finance Leases

 

 

Operating Leases

 

 

Finance Leases

 

2019

 

$

644

 

 

$

27

 

2020

 

 

2,268

 

 

 

107

 

 

$

1,322

 

 

$

61

 

2021

 

 

1,880

 

 

 

44

 

 

 

2,326

 

 

 

60

 

2022

 

 

1,503

 

 

 

25

 

 

 

1,840

 

 

 

40

 

2023 and thereafter

 

 

9,602

 

 

 

20

 

2023

 

 

1,300

 

 

 

36

 

2024 and thereafter

 

 

9,814

 

 

 

6

 

Total lease payments

 

$

15,897

 

 

$

223

 

 

$

16,602

 

 

$

203

 

Less amount of lease payment representing interest

 

 

5,441

 

 

 

11

 

 

 

5,790

 

 

 

11

 

Total present value of lease payments

 

$

10,456

 

 

$

212

 

 

$

10,812

 

 

$

192

 

 

The total minimum sublease rentals under noncancelable subleases to be received through 2023 is $3.9$3.1 million.  


Supplemental cash flow information related to leases for the three-monthsix-month period ended SeptemberJune 30, 20192020 was as follows:

 

 

Nine Months Ended

September 30, 2019

 

 

Six Months Ended

June 30, 2020

 

 

Six Months Ended

June 30, 2019

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

4,610

 

Operating cash flows from finance leases

 

 

8

 

Operating cash flows from operating and financing leases

 

$

1,346

 

 

$

3,682

 

Financing cash flows from finance leases

 

 

74

 

 

 

57

 

 

 

49

 

 

NOTE R – RELATED PARTY TRANSACTIONS

On February 6, 2019,January 2, 2020, the Company purchased 36,4131,157 shares of the Company from current Officersa 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 95239,208 shares of the Company from acurrent and retired OfficerOfficers 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.

 

 

NOTE S – BUSINESS COMBINATIONS

 

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 $4.7 million with useful lives of 15ranging from 10 to 11 years.  SubCon’s overall purchase price includesincluded an estimated contingent liability of .9$.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 basisduring each reporting period based upon operating results over a four-yearfour year period.  TheAt June 30, 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-monthsix-month periods ended SeptemberJune 30, 20192020 and 20182019 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 preliminaryfinal fair values of the assets acquired and liabilities assumed at the acquisition date:dates:

 

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

 

 


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.

The MD&A is organized as follows:

Overview

Overview

Preface

Preface

Results of Operations

Results of Operations

Application of Critical Accounting Policies and Estimates

Application of Critical Accounting Policies and Estimates

Working Capital, Liquidity and Capital Resources

Working Capital, Liquidity and Capital Resources

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

New Accounting Standards to be Adopted

New Accounting Standards to be Adopted

OVERVIEW

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, telecommunicationscommunications and solarspecial industries products. Our other three segments, The Americas, EMEA and Asia-Pacific, support our energy, telecommunications, data communicationcommunications and solarspecial industries 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.

PREFACE

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 and six months ended June 30, 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 the reported periods, 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, we are actively monitoring its impact on 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 were 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, the businesses of our customers and the global economy, 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 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 6, 2020 and the Company’s Quarterly Report on Form 10-Q file with the SEC on May 1, 2020.  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 ninesix months ended SeptemberJune 30, 20192020 had a $3.3$7.1 million and $12.7$11.3 million unfavorable effect, respectively, on net sales respectively, compared to the same periodsperiod in 2018.2019. There was noa $.5 million and a $.7 million unfavorable effect, respectively, on net income for the three-monthsthree and six months ended SeptemberJune 30, 2019 and an unfavorable effect on net income of $.2 million for the nine-month period ended September 30, 20192020 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 ninesix months ended SeptemberJune 30, 20192020 was as follows:

 

 

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

 

 

Six Months

 

 

Three Months

 

 

Six Months

 

The Americas

 

$

(1,380

)

 

$

(5,493

)

 

$

134

 

 

$

106

 

 

$

(4,936

)

 

$

(7,368

)

 

$

(485

)

 

$

(626

)

EMEA

 

 

(939

)

 

 

(3,927

)

 

 

(44

)

 

 

(215

)

 

 

(1,156

)

 

 

(1,904

)

 

 

(48

)

 

 

(96

)

Asia-Pacific

 

 

(931

)

 

 

(3,252

)

 

 

(87

)

 

 

(86

)

 

 

(1,009

)

 

 

(2,020

)

 

 

11

 

 

 

23

 

Total

 

$

(3,250

)

 

$

(12,672

)

 

$

3

 

 

$

(195

)

 

$

(7,101

)

 

$

(11,292

)

 

$

(522

)

 

$

(699

)

 

The operating results for the three months ended SeptemberJune 30, 20192020 are compared to the same period in 2018.2019. Net sales for the three months ended SeptemberJune 30, 20192020 of $119.2$117.6 million increased $10.8$2.8 million, or 10%2%, compared to 2018.2019.  As a percentage of net sales, gross profit increased to 33.0%33.6% in 20192020 from 30.9%32.9% in 2018.2019.  Gross profit for the three-month periods ended SeptemberJune 30, 2020 and 2019 and 2018 was $39.3$39.6 million and $33.5$37.8 million, respectively.  Excluding the unfavorable impact of foreign currency translation, gross profit increased $6.9$4.0 million, or 21%11%, compared to 2018.2019.  Costs and expenses of $27.7$24.8 million increased $2.2decreased $1.9 million compared to 20182019 and included a favorable impact from currency translation of $1.1$1.4 million.  Operating income for the three months ended SeptemberJune 30, 20192020 was $11.6$14.8 million, an increase of $3.6$3.7 million compared to 2018.2019. Net income for the three months ended SeptemberJune 30, 20192020 of $8.0$10.5 million decreased $1.1increased $2.6 million compared to the three months ended SeptemberJune 30, 2018.2019.  The effect of currency translation had virtually noa $.9 million and a $.5 million negative impact on operating income orand net income.income, respectively.

 

The operating results for the ninesix months ended SeptemberJune 30, 20192020 are compared to the same period in 2018.2019. Net sales for the ninesix months ended SeptemberJune 30, 20192020 of $331.2$220.5 million increased $15.7$8.5 million, or 5%4%, compared to the same period in 2018.2019.  As a percentage of net sales, gross profit decreasedincreased to 31.5%32.9% in 20192020 from 31.8%30.7% in 2018.2019.  Gross profit for the nine monthssix-month periods ended SeptemberJune 30, 2020 and 2019 of $104.4was $72.5 million increased $4.2and $65.1 million, or 4%, compared to 2018.respectively.  Excluding the unfavorable impact of foreign currency translation, gross profit increased $8.2$10.8 million, or 8%17%, compared to 2018.2019.  Costs and expenses of $79.6$53.0 million increased $4.5$1.1 million compared to 20182019 and included a favorable impact from currency translation of $3.7$2.4 million.  Operating income for the ninesix months ended SeptemberJune 30, 20192020 was $24.8$19.5 million, a decreasean increase of $.3$6.3 million compared to 2018.2019. Net income for the ninesix months ended SeptemberJune 30, 20192020 of $17.7$14.2 million decreased $3.6increased $4.5 million compared to the same period in 2018.six months ended June 30, 2019.  The year-to-date effect of currency translation had unfavorable impactsa $1.1 million and a $.7 million negative impact 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 monthssix-month periods ended SeptemberJune 30, 20192020 and 2018:2019:

 

 

Foreign Currency Translation Impact

 

 

Foreign Currency Impact

 

 

Three Months Ended September 30

 

 

Nine Months Ended September 30

 

 

Three Months Ended June 30

 

 

Six Months Ended June 30

 

(Thousands of dollars)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating income

 

$

11,643

 

 

$

8,015

 

 

$

24,804

 

 

$

25,093

 

 

$

14,807

 

 

$

11,115

 

 

$

19,451

 

 

$

13,161

 

Translation loss

 

 

23

 

 

 

0

 

 

 

251

 

 

 

0

 

 

 

885

 

 

 

0

 

 

 

1,131

 

 

 

0

 

Transaction loss

 

 

308

 

 

 

1,126

 

 

 

179

 

 

 

2,324

 

Transaction loss (gain)

 

 

(400

)

 

 

(109

)

 

 

1,392

 

 

 

(129

)

Net loss (gain) on forward currency

contracts

 

 

221

 

 

 

0

 

 

 

(904

)

 

 

0

 

Operating income excluding currency impact

 

$

11,974

 

 

$

9,141

 

 

$

25,234

 

 

$

27,417

 

 

$

15,513

 

 

$

11,006

 

 

$

21,974

 

 

$

13,032

 

 

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%27.6% and can borrow needed funds at a competitive interest rate under our credit facility.


RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBERJUNE 30, 20192020 COMPARED TO THREE MONTHS ENDED SEPTEMBERJUNE 30, 20182019

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 SeptemberJune 30, 20192020 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 June 30

 

(Thousands of dollars)

 

2019

 

 

2018

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

Net sales

 

$

119,217

 

 

 

100.0

%

 

$

108,413

 

 

 

100.0

%

 

$

10,804

 

 

$

117,629

 

 

100.0%

 

 

$

114,842

 

 

100.0%

 

 

$

2,787

 

Cost of products sold

 

 

79,874

 

 

 

67.0

 

 

 

74,922

 

 

 

69.1

 

 

 

4,952

 

 

 

78,063

 

 

 

66.4

 

 

 

77,035

 

 

 

67.1

 

 

 

1,028

 

GROSS PROFIT

 

 

39,343

 

 

 

33.0

 

 

 

33,491

 

 

 

30.9

 

 

 

5,852

 

 

 

39,566

 

 

 

33.6

 

 

 

37,807

 

 

 

32.9

 

 

 

1,759

 

Costs and expenses

 

 

27,700

 

 

 

23.2

 

 

 

25,476

 

 

 

23.5

 

 

 

2,224

 

 

 

24,759

 

 

 

21.0

 

 

 

26,692

 

 

 

23.2

 

 

 

(1,933

)

OPERATING INCOME

 

 

11,643

 

 

 

9.8

 

 

 

8,015

 

 

 

7.4

 

 

 

3,628

 

 

 

14,807

 

 

 

12.6

 

 

 

11,115

 

 

 

9.7

 

 

 

3,692

 

Other expense - net

 

 

(386

)

 

 

(0.3

)

 

 

(159

)

 

 

(0.1

)

 

 

(227

)

 

 

(922

)

 

 

(0.8)

 

 

 

(265

)

 

 

(0.2)

 

 

 

(657

)

INCOME BEFORE INCOME TAXES

 

 

11,257

 

 

 

9.4

 

 

 

7,856

 

 

 

7.2

 

 

 

3,401

 

 

 

13,885

 

 

 

11.8

 

 

 

10,850

 

 

 

9.4

 

 

 

3,035

 

Income tax expense (benefit)

 

 

3,213

 

 

 

2.7

 

 

 

(1,198

)

 

 

(1.1

)

 

 

4,411

 

Income tax expense

 

 

3,397

 

 

 

2.9

 

 

 

2,984

 

 

 

2.6

 

 

 

413

 

NET INCOME

 

 

8,044

 

 

 

6.7

 

 

 

9,054

 

 

 

8.4

 

 

 

(1,010

)

 

 

10,488

 

 

 

8.9

 

 

 

7,866

 

 

 

6.8

 

 

 

2,622

 

Less: Net income attributable to noncontrolling interests

 

 

93

 

 

 

0.1

 

 

 

0

 

 

 

0.0

 

 

 

93

 

Add: Net adjustment attributable to noncontrolling

interests

 

 

(7

)

 

 

(0.0)

 

 

 

38

 

 

 

0.0

 

 

 

(45

)

NET INCOME ATTRIBUTABLE TO

PREFORMED LINE PRODUCTS COMPANY

SHAREHOLDERS

 

$

7,951

 

 

 

6.7

%

 

$

9,054

 

 

 

8.4

%

 

$

(1,103

)

 

$

10,481

 

 

8.9%

 

 

$

7,904

 

 

6.9%

 

 

$

2,577

 

 


Net sales. Net sales were $119.2$117.6 million for the three months ended SeptemberJune 30, 2019,2020, an increase of $10.8$2.8 million, or 10%2%, from the three months ended SeptemberJune 30, 2018.2019.  Excluding the unfavorable effect of currency translation, net sales for the three months ended SeptemberJune 30, 20192020 increased $14.1$9.9 million compared to the same period in 2018,2019, or 13%9%, as summarized in the following table:

 

 

Three Months Ended September 30

 

 

Three Months Ended June 30

 

(Thousands of dollars)

 

2019

 

 

2018

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

47,617

 

 

$

46,189

 

 

$

1,428

 

 

$

0

 

 

$

1,428

 

 

 

3

%

 

$

53,966

 

 

$

46,369

 

 

$

7,597

 

 

$

0

 

 

$

7,597

 

 

 

16

%

The Americas

 

 

19,663

 

 

 

14,662

 

 

 

5,001

 

 

 

(1,380

)

 

 

6,381

 

 

 

44

 

 

 

17,486

 

 

 

17,708

 

 

 

(222

)

 

 

(4,936

)

 

 

4,714

 

 

 

27

 

EMEA

 

 

21,132

 

 

 

18,273

 

 

 

2,859

 

 

 

(939

)

 

 

3,798

 

 

 

21

 

 

 

21,048

 

 

 

22,610

 

 

 

(1,562

)

 

 

(1,156

)

 

 

(405

)

 

 

(2

)

Asia-Pacific

 

 

30,805

 

 

 

29,289

 

 

 

1,516

 

 

 

(931

)

 

 

2,447

 

 

 

8

 

 

 

25,129

 

 

 

28,155

 

 

 

(3,026

)

 

 

(1,009

)

 

 

(2,018

)

 

 

(7

)

Consolidated

 

$

119,217

 

 

$

108,413

 

 

$

10,804

 

 

$

(3,250

)

 

$

14,054

 

 

 

13

%

 

$

117,629

 

 

$

114,842

 

 

$

2,787

 

 

$

(7,101

)

 

$

9,888

 

 

 

9

%

 

The year-over-year increase in PLP-USA net sales of $1.4$7.6 million, or 3%16%, was primarily due to a volume increase in energy product sales. International net sales for the three months ended SeptemberJune 30, 20192020 experienced an unfavorable impact of $3.3$7.1 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$17.5 million increased $6.4$4.7 million, or 44%27%, primarily due to a volume increase in energy and communications product sales. EMEA net sales of $21.1$21.0 million increased $3.8decreased $.4 million, or 21%2%, primarily due to a volume increasedecrease in energy and communications product sales within the region, includingslightly offset by additional incremental sales from thea newly acquired businesses.business in the prior year.  In Asia-Pacific, net sales of $30.8$25.1 million increased $2.4decreased $2.0 million, or 8%7%, compared to 20182019 primarily due to a combined volume increasedecrease 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$39.6 million and $33.5$37.8 million for the three-month periods ended SeptemberJune 30, 20192020 and 2018,2019, respectively.  Excluding the unfavorable effect of currency translation, gross profit increased $6.9$4.0 million, or 21%11%, as summarized in the following table:

 

 

Three Months Ended September 30

 

 

Three Months Ended June 30

 

(Thousands of dollars)

 

2019

 

 

2018

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

Gross profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

17,687

 

 

$

16,293

 

 

$

1,394

 

 

$

0

 

 

$

1,394

 

 

 

9

%

 

$

20,370

 

 

$

18,589

 

 

$

1,781

 

 

$

0

 

 

$

1,781

 

 

 

10

%

The Americas

 

 

7,254

 

 

 

5,290

 

 

 

1,964

 

 

 

(535

)

 

 

2,499

 

 

 

47

 

 

 

5,876

 

 

 

5,844

 

 

 

32

 

 

 

(1,625

)

 

 

1,657

 

 

 

36

 

EMEA

 

 

6,768

 

 

 

4,683

 

 

 

2,085

 

 

 

(285

)

 

 

2,370

 

 

 

51

 

 

 

7,641

 

 

 

6,334

 

 

 

1,307

 

 

 

(404

)

 

 

1,711

 

 

 

30

 

Asia-Pacific

 

 

7,634

 

 

 

7,225

 

 

 

409

 

 

 

(271

)

 

 

680

 

 

 

9

 

 

 

5,679

 

 

 

7,040

 

 

 

(1,361

)

 

 

(215

)

 

 

(1,146

)

 

 

(23

)

Consolidated

 

$

39,343

 

 

$

33,491

 

 

$

5,852

 

 

$

(1,091

)

 

$

6,943

 

 

 

21

%

 

$

39,566

 

 

$

37,807

 

 

$

1,759

 

 

$

(2,244

)

 

$

4,003

 

 

 

11

%

 

PLP-USA gross profit of $17.7$20.4 million increased $1.4$1.8 million compared to the same period in 20182019 as a result of increased sales volume combined with a product sales mix shift to higher margin product.product and continued cost containment within material, labor and manufacturing expense.  International gross profit for the three months ended SeptemberJune 30, 20192020 was unfavorably impacted by $1.1$2.2 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$1.7 million was primarily the result of a $6.3$4.7 million increase in sales combined with a product margin improvement in the region due to sales product mix.  Despite a decrease in net sales, EMEA gross profit increased $2.4$1.7 million, mainly as a result of increaseda shift to higher sales volume.volume in higher margin products. Asia-Pacific gross profit increased $.7decreased $1.1 million primarily as a result of a year-over-year increasereduction in sales combined with a sales mix shiftvolume and the negative impact related to higher margin products.the COVID-19 pandemic.


Costs and expenses. Costs and expenses of $27.7$25.8 million for the three months ended SeptemberJune 30, 2019 increased $2.22020 decreased $1.9 million, or 9%7%.  Excluding the favorable effect of currency translation, costs and expenses increased $3.3decreased $.6 million, or 13%2%, as summarized in the following table:

 

 

Three Months Ended September 30

 

 

Three Months Ended June 30

 

(Thousands of dollars)

 

2019

 

 

2018

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

12,848

 

 

$

11,789

 

 

$

1,059

 

 

$

0

 

 

$

1,059

 

 

 

9

%

 

$

11,617

 

 

$

12,235

 

 

$

(618

)

 

$

0

 

 

$

(618

)

 

 

(5

)%

The Americas

 

 

3,721

 

 

 

4,340

 

 

 

(619

)

 

 

(683

)

 

 

64

 

 

 

1

 

 

 

3,182

 

 

 

3,401

 

 

 

(219

)

 

 

(838

)

 

 

619

 

 

 

18

 

EMEA

 

 

5,375

 

 

 

3,687

 

 

 

1,688

 

 

 

(225

)

 

 

1,913

 

 

 

52

 

 

 

4,956

 

 

 

5,610

 

 

 

(654

)

 

 

(300

)

 

 

(354

)

 

 

(6

)

Asia-Pacific

 

 

5,756

 

 

 

5,660

 

 

 

96

 

 

 

(159

)

 

 

255

 

 

 

5

 

 

 

5,004

 

 

 

5,446

 

 

 

(442

)

 

 

(221

)

 

 

(221

)

 

 

(4

)

Consolidated

 

$

27,700

 

 

$

25,476

 

 

$

2,224

 

 

$

(1,067

)

 

$

3,291

 

 

 

13

%

 

$

24,759

 

 

$

26,692

 

 

$

(1,933

)

 

$

(1,359

)

 

$

(574

)

 

 

(2

)%

 

PLP-USA costs and expenses of $12.8$11.6 million for the three months ended SeptemberJune 30, 2019 increased $1.12020 decreased $.6 million compared to 20182019 mainly due to $.3$.6 million of higher personnel-relatedlower travel and entertainment expenses a net increase in foreign currency exchange losses of $.3 million,and $.2 million of increasedlower professional fees, which were partially offset by higher combined with a netpersonnel-related costs and miscellaneous decreases of $.2 million of higher year-over-year miscellaneous expenses.  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.million.  On a consolidated basis, costs and expenses for the three months ended SeptemberJune 30, 20192020 were favorably impacted by $1.1$1.4 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$3.2 million increased $.1$.6 million for the three months ended SeptemberJune 30, 20192020 compared to the same period in 20182019 primarily due to a $.1$.2 million increase in personnel-related expenses.expenses and an increase in foreign currency exchange losses of $.3 million, combined with higher commissions of $.1 million.  EMEA costs and expenses of $5.4$5.0 million increased $1.9decreased $.4 million mainly due to lower travel and entertainment expenses of $.2 million, lower professional fees of $.2 and decreased personnel-related expenses of $.1 million.  These decreases were offset by the remaining incremental costs incurred with our acquired businesses.  Asia-Pacific costs and expenses of $5.8$5.0 million increased $.3decreased $.2 million. This increasedecrease was primarily due to an increasea decrease in commission expense of $.2 million along with net higher various combined personnel-related and travel and entertainment expenses of $.1$.2 million.

Other income (expense). Other expense for the three-month periods ended SeptemberJune 30, 2020 and 2019 and 2018 was $.4$.9 million and $.2$.3 million, respectively.


Income taxestaxes. Income taxes for the three months ended Septemberending June 30, 2020 and 2019 and 2018 were $3.2$3.4 million and $(1.2)$3.0 million, respectively, based on pre-tax income of $11.2$13.9 million and $7.9$10.9 million, respectively. The effective tax rate for the three months ended Septemberthree-month periods ending June 30, 2020 and 2019 was 25% and 2018 was 29% and (15%)28%, 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:

 

20192020:

 

1.

A $.3$.4 million, or 3%, net increase resulting from higher U.S. permanent items, primarily related to uncertain tax positions.limitations on the deductibility of executive compensation.

 

2.

A $.6$.1 million, or 5%1%, increase resulting from earnings in jurisdictions with higher tax rates than the U.S. federal statutory rate.rate where such earnings are permanently reinvested.

20182019:

 

1.

A $.9$.6 million, or 12%5%, net decreaseincrease resulting from U.S. permanent items, primarily related to limitations on the final calculationdeductibility of the Transition Tax.executive compensation.

 

 

2.

A $.7$.2 million, or 9%2%, net decreaseincrease resulting from a net reductionearnings in our deferred taxes due to the result ofjurisdictions with higher tax rates than the U.S. federal statutory rate decrease included in the tax act.

3.

A $1.2 million, or 15%, net decrease resulting from favorable U.S.  permanent items primarily related to discrete items.where such earnings are permanently reinvested.

 

 


Net income. As a result of the preceding items, net income for the three months ended SeptemberJune 30, 20192020 was $8.0$10.5 million, compared to $9.1$7.9 million for the three months ended SeptemberJune 30, 2018, a decrease2019, an increase of $1.1$2.6 million as summarized in the following table:

 

 

Three Months Ended September 30

 

Three Months Ended June 30

(Thousands of dollars)

 

2019

 

 

2018

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

2020

 

 

2019

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

3,246

 

 

$

6,200

 

 

$

(2,954

)

 

$

0

 

 

$

(2,954

)

 

 

(48

)

%

 

$

6,135

 

 

$

4,278

 

 

$

1,857

 

 

$

0

 

 

$

1,857

 

 

 

43

 

%

The Americas

 

 

2,565

 

 

 

811

 

 

 

1,754

 

 

 

134

 

 

 

1,620

 

 

 

200

 

 

 

 

1,695

 

 

 

1,659

 

 

 

36

 

 

 

(485

)

 

 

521

 

 

 

26

 

 

EMEA

 

 

853

 

 

 

805

 

 

 

48

 

 

 

(44

)

 

 

92

 

 

 

11

 

 

 

 

2,247

 

 

 

805

 

 

 

1,442

 

 

 

(48

)

 

 

1,490

 

 

 

185

 

 

Asia-Pacific

 

 

1,287

 

 

 

1,238

 

 

 

49

 

 

 

(87

)

 

 

136

 

 

 

11

 

 

 

 

404

 

 

 

1,162

 

 

 

(758

)

 

 

11

 

 

 

(769

)

 

 

(150

)

 

Consolidated

 

$

7,951

 

 

$

9,054

 

 

$

(1,103

)

 

$

3

 

 

$

(1,106

)

 

 

(12

)

%

 

$

10,481

 

 

$

7,904

 

 

$

2,577

 

 

$

(522

)

 

$

3,099

 

 

 

39

 

%

 

PLP-USA’s net income for the three months ended SeptemberJune 30, 2019 decreased $3.02020 increased $1.9 million compared to the same period in 2018.  While2019, primarily due to an increase in operating income increased $.3of $2.4, partially offset by a decrease in other income of $.2 million it was completely offset bycombined with an increase in income taxes of $3.3 million primarily due to a prior year, non-recurring, favorable adjustment resulting from the Tax Act.$.3 million.  The following discussion of net income excludes the effect of currency translation.  The Americas net income increased $1.6$.5 million as a result of a $2.3$1.0 million increase in operating income, partially offset by higher income taxes of $.7$.2 million combined with an increase in other non-operating expense of $.3 million. EMEA net income increased $.1$1.5 million as a result of a $.4$2.0 million increase in operating income, partially offset by a $.3$.5 million year-over-year increase in income tax expense. Asia-Pacific net income increased $.1decreased $.8 million due to a $.4$.8 million increasedecrease in operating income and an increase in other expense of $.2 million, partially offset by an increasea decrease in income tax expense of $.3$.2 million.

PLP’s EMEA segment incurred a net incomeadjustment 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.


NINE

SIX MONTHS ENDED SEPTEMBERJUNE 30, 20192020 COMPARED TO NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20182019

The following table sets forth a summary of the Company’s Statements of Consolidated Income and the percentage of net sales for the ninesix months ended SeptemberJune 30, 20192020 and 2018.2019. The Company’s past operating results are not necessarily indicative of future operating results.

 

 

Nine Months Ended September 30

 

 

Six Months Ended June 30

 

(Thousands of dollars)

 

2019

 

 

2018

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

Net sales

 

$

331,212

 

 

 

100.0

%

 

$

315,467

 

 

 

100.0

%

 

$

15,745

 

 

$

220,481

 

 

 

100.0

%

 

$

211,995

 

 

 

100.0

%

 

$

8,486

 

Cost of products sold

 

 

226,798

 

 

 

68.5

 

 

 

215,255

 

 

 

68.2

 

 

 

11,543

 

 

 

148,005

 

 

 

67.1

 

 

 

146,923

 

 

 

69.3

 

 

 

1,082

 

GROSS PROFIT

 

 

104,414

 

 

 

31.5

 

 

 

100,212

 

 

 

31.8

 

 

 

4,202

 

 

 

72,476

 

 

 

32.9

 

 

 

65,072

 

 

 

30.7

 

 

 

7,404

 

Costs and expenses

 

 

79,610

 

 

 

24.0

 

 

 

75,119

 

 

 

23.8

 

 

 

4,491

 

 

 

53,025

 

 

 

24.0

 

 

 

51,911

 

 

 

24.5

 

 

 

1,114

 

OPERATING INCOME

 

 

24,804

 

 

 

7.5

 

 

 

25,093

 

 

 

8.0

 

 

 

(289

)

 

 

19,451

 

 

 

8.8

 

 

 

13,161

 

 

 

6.2

 

 

 

6,290

 

Other expense—net

 

 

(769

)

 

 

(0.2

)

 

 

(385

)

 

 

(0.1

)

 

 

(384

)

 

 

(462

)

 

 

(0.2

)

 

 

(383

)

 

 

(0.2

)

 

 

(79

)

INCOME BEFORE INCOME TAXES

 

 

24,035

 

 

 

7.3

 

 

 

24,708

 

 

 

7.8

 

 

 

(673

)

 

 

18,989

 

 

 

8.6

 

 

 

12,778

 

 

 

6.0

 

 

 

6,211

 

Income tax expense

 

 

6,302

 

 

 

1.9

 

 

 

3,390

 

 

 

1.1

 

 

 

2,912

 

 

 

4,848

 

 

 

2.2

 

 

 

3,088

 

 

 

1.5

 

 

 

1,760

 

NET INCOME

 

$

17,733

 

 

 

5.4

%

 

$

21,318

 

 

 

6.8

%

 

$

(3,585

)

 

$

14,141

 

 

 

6.4

%

 

$

9,690

 

 

 

4.6

%

 

$

4,451

 

Less: Net income attributable to noncontrolling interests

 

 

54

 

 

 

0.0

 

 

 

0

 

 

 

0.0

 

 

 

54

 

Net adjustment attributable to noncontrolling interests

 

 

38

 

 

 

0.0

 

 

 

38

 

 

 

0.0

 

 

 

0

 

NET INCOME ATTRIBUTABLE TO

PREFORMED LINE PRODUCTS COMPANY

SHAREHOLDERS

 

$

17,679

 

 

 

5.3

%

 

$

21,318

 

 

 

6.8

%

 

$

(3,639

)

 

$

14,179

 

 

 

6.4

%

 

$

9,728

 

 

 

4.6

%

 

$

4,451

 

 


Net sales. Net sales were $331.2$220.5 million for the ninesix months ended SeptemberJune 30, 2019,2020, an increase of $15.7$8.5 million, or 5%4%, from the ninesix months ended SeptemberJune 30, 2018.2019.  Excluding the unfavorable effect of currency translation, net sales for the ninesix months ended SeptemberJune 30, 20192020 increased $28.4$19.8 million compared to the same period in 2018,2019, or 9%, as summarized in the following table:

 

 

Nine Months Ended September 30

 

 

Six Months Ended June 30

 

(Thousands of dollars)

 

2019

 

 

2018

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

135,411

 

 

$

128,296

 

 

$

7,115

 

 

$

0

 

 

 

7,115

 

 

 

6

%

 

$

100,567

 

 

$

87,794

 

 

$

12,773

 

 

$

0

 

 

 

12,773

 

 

 

15

%

The Americas

 

 

51,142

 

 

 

52,217

 

 

 

(1,075

)

 

 

(5,493

)

 

 

4,418

 

 

 

8

 

 

 

34,727

 

 

 

31,479

 

 

 

3,248

 

 

 

(7,368

)

 

 

10,616

 

 

 

34

 

EMEA

 

 

59,376

 

 

 

54,756

 

 

 

4,620

 

 

 

(3,927

)

 

 

8,547

 

 

 

16

 

 

 

41,408

 

 

 

38,244

 

 

 

3,164

 

 

 

(1,904

)

 

 

5,068

 

 

 

13

 

Asia-Pacific

 

 

85,283

 

 

 

80,198

 

 

 

5,085

 

 

 

(3,252

)

 

 

8,337

 

 

 

10

 

 

 

43,779

 

 

 

54,478

 

 

 

(10,699

)

 

 

(2,020

)

 

 

(8,679

)

 

 

(16

)

Consolidated

 

$

331,212

 

 

$

315,467

 

 

$

15,745

 

 

$

(12,672

)

 

$

28,417

 

 

 

9

%

 

$

220,481

 

 

$

211,995

 

 

$

8,486

 

 

$

(11,292

)

 

$

19,778

 

 

 

9

%

 

The year-over-year increase in PLP-USA net sales of $7.1$12.8 million, or 6%15%, was primarily due to a volume increase in energy product sales. International net sales for the ninesix months ended SeptemberJune 30, 20192020 experienced an unfavorable impact of $12.7$11.3 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$34.7 million increased $4.4$10.6 million, or 8%34%, primarily due to a volume increase in energy product sales. EMEA net sales of $41.4 million increased $5.1 million, or 13%, 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.region, including the remaining incremental sales from the newly acquired businesses.  In Asia-Pacific, net sales of $85.3$43.8 million increased $8.3decreased $8.7 million, or 10%16%, compared to 20182019 primarily due to a combined volume increasedecrease 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 of $104.4was $72.5 million and $65.1 million for the nine monthssix-month periods ended SeptemberJune 30, 2020 and 2019, increased $4.2 million, or 4%, compared to the nine months ended September 30, 2018.respectively.  Excluding the $4.2 million unfavorable effect of currency translation, gross profit increased $8.2$10.8 million, or 8%17%, as summarized in the following table:

 

 

Nine Months Ended September 30

 

 

Six Months Ended June 30

 

(Thousands of dollars)

 

2019

 

 

2018

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

Gross profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

48,291

 

 

$

44,967

 

 

$

3,324

 

 

$

0

 

 

$

3,324

 

 

 

7

%

 

$

37,767

 

 

$

30,605

 

 

$

7,162

 

 

$

0

 

 

$

7,162

 

 

 

23

%

The Americas

 

 

17,169

 

 

 

20,569

 

 

 

(3,400

)

 

 

(1,889

)

 

 

(1,511

)

 

 

(7

)

 

 

11,121

 

 

 

9,915

 

 

 

1,206

 

 

 

(2,399

)

 

 

3,605

 

 

 

36

 

EMEA

 

 

17,692

 

 

 

15,141

 

 

 

2,551

 

 

 

(1,178

)

 

 

3,729

 

 

 

25

 

 

 

13,600

 

 

 

10,924

 

 

 

2,676

 

 

 

(566

)

 

 

3,242

 

 

 

30

 

Asia-Pacific

 

 

21,262

 

 

 

19,535

 

 

 

1,727

 

 

 

(904

)

 

 

2,631

 

 

 

13

 

 

 

9,988

 

 

 

13,628

 

 

 

(3,640

)

 

 

(475

)

 

 

(3,165

)

 

 

(23

)

Consolidated

 

$

104,414

 

 

$

100,212

 

 

$

4,202

 

 

$

(3,971

)

 

$

8,173

 

 

 

8

%

 

$

72,476

 

 

$

65,072

 

 

$

7,404

 

 

$

(3,440

)

 

$

10,844

 

 

 

17

%

 

PLP-USA gross profit of $48.3$37.8 million increased $3.3$7.2 million compared to the same period in 20182019 as a result of higherincreased sales volume of $12.8 million combined with a product sales mix shift to higher margin products, primarily energy products.product and continued cost containment within material, labor and manufacturing expense.  International gross profit for the ninesix months ended SeptemberJune 30, 20192020 was unfavorably impacted by $4.0$3.4 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, theThe Americas gross profit decreased $1.5increase of $3.6 million which was primarily the result of a year-over-year$10.6 million increase in sales combined with a product margin declineimprovement in the region due to sales mix and increases in raw material cost.product mix.  EMEA gross profit increased $3.7$3.2 million, year-over-year mainly as a result of the $8.5increased sales volume. Asia-Pacific gross profit decreased $3.2 million increaseprimarily as a result of a year-over-year reduction in sales volume combined with incremental growth fromand the newly acquired businesses.  Asia-Pacific gross profit increased $2.6 million predominantly duenegative impact related to the region’s year-over-year $8.3 million increase in sales and a sales mix shift to higher margin products.COVID-19 pandemic.


Costs and expenses. Costs and expenses of $79.6$53.0 million for the ninesix months ended SeptemberJune 30, 20192020 increased $4.5$1.1 million, or 6%2%.  Excluding the favorable effect of currency translation, costs and expenses increased $8.2$3.5 million, or 11%7%, as summarized in the following table:

 

 

Nine Months Ended September 30

 

 

Six Months Ended June 30

 

Thousands of dollars)

 

2019

 

 

2018

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

(Thousands of dollars)

 

2020

 

 

2019

 

 

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

%

 

$

25,321

 

 

$

24,669

 

 

$

652

 

 

$

0

 

 

$

652

 

 

 

3

%

The Americas

 

 

10,111

 

 

 

11,634

 

 

 

(1,523

)

 

 

(2,006

)

 

 

483

 

 

 

4

 

 

 

6,712

 

 

 

6,391

 

 

 

321

 

 

 

(1,371

)

 

 

1,692

 

 

 

26

 

EMEA

 

 

15,042

 

 

 

11,637

 

 

 

3,405

 

 

 

(946

)

 

 

4,351

 

 

 

37

 

 

 

10,556

 

 

 

9,667

 

 

 

889

 

 

 

(504

)

 

 

1,393

 

 

 

14

 

Asia-Pacific

 

 

16,939

 

 

 

16,687

 

 

 

252

 

 

 

(768

)

 

 

1,020

 

 

 

6

 

 

 

10,436

 

 

 

11,184

 

 

 

(748

)

 

 

(480

)

 

 

(268

)

 

 

(2

)

Consolidated

 

$

79,610

 

 

$

75,119

 

 

$

4,491

 

 

$

(3,720

)

 

$

8,211

 

 

 

11

%

 

$

53,025

 

 

$

51,911

 

 

$

1,114

 

 

$

(2,355

)

 

$

3,469

 

 

 

7

%

 

PLP-USA costs and expenses of $37.5$25.3 million for the ninesix months ended SeptemberJune 30, 20192020 increased $2.4$.7 million or 7%, compared to 20182019 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 millionan increase in bad debtmiscellaneous net expense of $.1 million, partially offset by $.1 milliona decrease in professional fees of net year-over-year gains on foreign currency exchange.  Foreign currency exchange gains and losses are primarily related to translating into U.S. dollars its foreign denominated loans, trade and royalty receivables from its foreign subsidiaries at the September 30, 2019 exchange rates.$.6 million. On a consolidated basis, costs and expenses for the ninesix months ended SeptemberJune 30, 20192020 were favorably impacted by $3.7$2.4 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$6.7 million increased $.5$1.7 million for the ninesix months ended SeptemberJune 30, 20192020 compared to the same period in 20182019 primarily due to a year-over-year$.7 million increase in personnel-related expenses.expenses and an increase in foreign currency exchange losses of $.8 million combined with net increases in miscellaneous expenses of $.2 million.  EMEA costs and expenses of $15.0$10.6 million increased $4.4$1.4 million mainly due to the incremental costs incurred in the newlywith our acquired businesses.  Asia-Pacific costs and expenses of $16.9$10.4 million increased $1.0decreased $.3 million. This increasedecrease was primarily due to higher personnel costs of $.4 million, higher commissions of $.2 milliona decrease in combined personnel-related and increased combined legaltravel and bad debt expense of $.4 million.entertainment expenses.

Other income (expense). Other expense for the nine-monthsix-month periods ended SeptemberJune 30, 2020 and 2019 and 2018 was $.8$.5 million and $.4 million, respectively.


Income taxes. Income taxes for the ninesix months ended Septemberending June 30, 2020 and 2019 and 2018 were $6.3$4.8 million and $3.4$3.1 million, respectively, based on pre-tax income of $24.0$19.0 million and $24.7$12.8 million, respectively. The effective tax rate for the nine months ended Septembersix-month periods ending June 30, 20192020 and 20182019 was 26% and 14%24%, 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:rate:

2019

2020:

 

1.

A $.5 million, or 2%3%, net increase resulting from higher U.S. permanent items, and discrete itemsprimarily related to uncertainlimitations on the deductibility of executive compensation.

2.

A $.4 million, or 2%, increase resulting from earnings in jurisdictions with higher tax positions.rates than the U.S. federal statutory rate where such earnings are permanently reinvested.

2019:

1.

A $.2 million, or 1%, net increase resulting from U.S. permanent items, primarily related to limitations on the deductibility of executive compensation.

 

 

2.

A $.8$.3 million, or 3%2%, increase resulting from earnings in jurisdictions with higher tax rates than the U.S. federal statutory rate.

 

2018

1.

A $.9 million, or 4%, net decrease resulting from the final calculation of the Transition Tax.


2.

A $.7 million, or 3%, net decrease resulting from a net reduction in our deferred taxes due to the result of the U.S. federal statutory rate decrease included in the Tax Act.

3.

A $1.0 million, or 4%, net decrease resulting from favorable U.S. permanent items primarily related to discrete items and provisions of the Tax Act.

4.

A $.8 million, or 4%, increase resulting from earnings in jurisdictions with higher tax rates than the U.S. federal statutory rate.

Net income. As a result of the preceding items, net income for the ninesix months ended SeptemberJune 30, 20192020 was $17.7$14.2 million, compared to $21.3$9.7 million for the ninesix months ended SeptemberJune 30, 2018, a decrease2019, an increase of $3.4$4.5 million when foreign currency impact is excluded as summarized in the following table:

 

 

Nine Months Ended September 30

 

 

Six Months Ended June 30

 

(Thousands of dollars)

 

2019

 

 

2018

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

 

2020

 

 

2019

 

 

Change

 

 

Change

Due to

Currency

Translation

 

 

Change

Excluding

Currency

Translation

 

 

%

change

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

7,442

 

 

$

9,759

 

 

$

(2,317

)

 

$

0

 

 

$

(2,317

)

 

 

(24

)%

 

$

9,686

 

 

$

4,197

 

 

$

5,489

 

 

$

0

 

 

$

5,489

 

 

 

131

%

The Americas

 

 

5,188

 

 

 

6,611

 

 

 

(1,423

)

 

 

106

 

 

 

(1,529

)

 

 

(23

)

 

 

2,690

 

 

 

2,623

 

 

 

67

 

 

 

(626

)

 

 

693

 

 

 

26

 

EMEA

 

 

2,171

 

 

 

2,729

 

 

 

(558

)

 

 

(215

)

 

 

(343

)

 

 

(13

)

 

 

2,583

 

 

 

1,279

 

 

 

1,304

 

 

 

(96

)

 

 

1,400

 

 

 

109

 

Asia-Pacific

 

 

2,878

 

 

 

2,219

 

 

 

659

 

 

 

(86

)

 

 

745

 

 

 

34

 

 

 

(780

)

 

 

1,591

 

 

 

(2,371

)

 

 

23

 

 

 

(2,394

)

 

 

(150

)

Consolidated

 

$

17,679

 

 

$

21,318

 

 

$

(3,639

)

 

$

(195

)

 

$

(3,444

)

 

 

(16

)%

 

$

14,179

 

 

$

9,690

 

 

$

4,489

 

 

$

(699

)

 

$

5,188

 

 

 

54

%

 

PLP-USA’s net income for the ninesix months ended SeptemberJune 30, 2019 decreased $2.32020 increased $5.5 million compared to the same period in 2018.  There was a $1.0 million2019, primarily due to an increase in operating income that was completelyof $6.5 million combined with an increase in other income of $.6 million, partially offset by an increase in income tax expense increasetaxes of $3.3 million which primarily resulted from a non-recurring, favorable prior year adjustment related to the Tax Act.$1.6 million.  The following discussion of net income excludes the effect of currency translation.  The Americas net income decreased $1.5increased $.7 million as a result of a $2.0$1.9 million increase in operating income, partially offset by higher income taxes of $.7 million combined with an increase in other non-operating expense of $.5 million.  EMEA net income increased $1.4 million as a result of a $1.9 million increase in operating income, partially offset by a $.5 million year-over-year increase in income tax expense. Asia-Pacific net income decreased $2.4 million due to a $2.8 million decrease in operating income and an increase in net interestother expense of $.2$.3 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 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.

POLICIES AND ESTIMATES

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, 20182019 filed on March 8,


20196, 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 toNote R “Leases” and Note K “Recently Adopted Accounting Pronouncements.”

WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES

Management Assessment of Liquidity

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 ninesix months of 2019,2020, we used cash of $22.0$11.8 million for capital expenditures. We ended the first ninesix months of 20192020 with $41.5$36.5 million of cash, cash equivalents and restricted cash (“Cash”). Our Cash is held in various locations throughout the world. At SeptemberJune 30, 2019,2020, 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 SeptemberJune 30, 20192020 was $63.0$72.8 million.  At SeptemberJune 30, 2019,2020, our unused availability under our line of credit was $32.9$27.5 million and our bank debt to equity percentage was 24.3%27.6%.  In 2018,On April 17, 2020, we further extended the term on our $65 million credit facility from June 30, 2019 to June 30, 2021.2024. 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 SeptemberJune 30, 20192020 and December 31, 2018,2019, we were in compliance with these covenants.


We expect that our major source of funding for 20192020 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.

Sources and Uses of Cash

Cash increased $7.1decreased $5.1 million compared to the same period in 2018.2019.  Net Cash provided by operating activities was $20.7$9.2 million. The most significant net investing and financing uses of Cash in the ninesix months ended SeptemberJune 30, 20192020 were payments of long-term debt of $41.6 million, Cash used to fund the acquisition of SubCon and MICOS Telcom of $18.9$36.7 million, capital expenditures of $22.0$11.8 million, share repurchases of $4.5$7.0 million and dividends paid of $3.2$2.2 million, partially offset by net debt and notes payable proceeds of $69.3$46.3 million. Currency had a negative $1.8$.8 million impact on Cash when translating foreign denominated financial statements to U.S. dollars.

Net Cash provided byfrom operating activities for the ninesix months ended SeptemberJune 30, 2019 and 20182020 was $20.7$9.2 million compared to $7.1$5.8 million duringof cash generated in the nine months ended September 30, 2018.comparable prior year six-month period. The $13.6$3.4 million increase was primarily a result of a decreasean increase in in net income of $4.5 million combined with an increase in cash provided by non-cash items of $.8 million, partially offset by an increase in Cash usage for operating assets (net of operating liabilities) of $16.7 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 of $3.6 million and an increase in non-cash items of $.5$1.9 million.


Net Cash used in investing activities of $41.3$11.8 million for the ninesix months ended SeptemberJune 30, 2019 increased $29.32020 decreased $19.6 million when compared to Cash used in investing activities in the ninesix months ended SeptemberJune 30, 20182019 of $12.0$31.5 million. The change was primarily related to Cash used in the prior year to fund the SubCon and MICOS Telcom acquisitions, net of Cash, of $18.9$19.0 million and a year-over-year increase in capital expenditures of $14.7 million, partially offset by a reduction in Cashcombined with cash used year-over year to purchase marketable securities of $4.2$.5 million during the six months ended June 30, 2019 and a year-over-year decrease in 2018.capital expenditures of $.1 million.

Cash provided by financing activities for the ninesix months ended SeptemberJune 30, 20192020 was $20.0$.7 million compared to a cash usage of $4.8$24.7 million for the ninesix months ended SeptemberJune 30, 2018.2019. The $24.8$24.0 million improvementreduction was primarily the result of a net decrease in net debt borrowings and payments in 2020 compared to 2019 of $21.0 million and an increase in debt borrowings in 2019 compared to 2018net share repurchases and issuances of $26.4 million, partially offset by a year-over-year change in Cash used for net stock repurchases of $1.5$3.0 million.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

See Note K of the Notes to the Consolidated Financial Statements

NEW ACCOUNTING STANDARDS TO BE ADOPTED

See Note L of the Notes to the Consolidated Financial Statements

FORWARD LOOKING STATEMENTS

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”)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 overall demand for cable anchoring and control hardware for electrical transmission and distribution lines on a worldwide basis, which has a slow growth rate in mature markets such as the U.S., Canada, Australia and Western Europe and may grow slowly or experience prolonged delay in developing regions despite expanding power needs;

The potential impact of the global economic condition on the Company’s ongoing profitability and future growth opportunities in the Company’s core markets in the U.S. and other foreign countries where the financial situation is expected to be similar going forward;

The ability of the Company’s customers to raise funds needed to build the facilities their customers require;

Technological developments that affect longer-term trends for communication lines, such as wireless communication;

The decreasing demand for product supporting copper-based infrastructure due to the introduction of products using new technologies or adoption of new industry standards;

The Company’s success at continuing to develop proprietary technology and maintaining high quality products and customer service to meet or exceed new industry performance standards and individual customer expectations;

The Company’s success in strengthening and retaining relationships with the Company’s customers, growing sales at targeted accounts and expanding geographically;

The extent to which the Company is successful at expanding the Company’s product line or production facilities into new areas or implementing efficiency measures at existing facilities;

The effects of fluctuation in currency exchange rates upon the Company’s foreign subsidiaries’ operations and reported results from international operations, together with non-currency risks of investing in and conducting significant operations in foreign countries, including those relating to political, social, economic and regulatory factors;

The Company’s ability to identify, complete, obtain funding for and integrate acquisitions for profitable growth;

The potential impact of consolidation, deregulation and bankruptcy among the Company’s suppliers, competitors and customers and of any legal or regulatory claims;


The overall demand for cable anchoring and control hardware for electrical transmission and distribution lines on a worldwide basis, which has a slow growth rate in mature markets such as the U.S, Canada, Australia and Western Europe and may grow slowly or experience prolonged delay in developing regions despite expanding power needs;

 

The potential impact of global economic conditions on the Company’s ongoing profitability and future growth opportunities in the Company’s core markets in the U.S. and other foreign countries, which may experience continued or further instability due to political and economic conditions, social unrest, terrorism, changes in diplomatic and trade relationships and public health concerns (including viral outbreaks such as COVID-19). The COVID-19 pandemic has significantly impacted worldwide economic conditions and has and will continue to have an adverse effect on the Company’s operations and businesses as government authorities impose mandatory closures, work-from-home orders and social distancing protocols along with other unknown potential restrictions.  The duration and scope of the COVID-19 pandemic cannot be predicted, therefore, anticipated negative financial impact to the Company’s operating results cannot be reasonably estimated;

The ability of the Company’s customers to raise funds needed to build the facilities their customers require;

Technological developments that affect longer-term trends for communication lines, such as wireless communication;

The decreasing demand for product supporting copper-based infrastructure due to the introduction of products using new technologies or adoption of new industry standards;

The Company’s success at continuing to develop proprietary technology and maintaining high quality products and customer service to meet or exceed new industry performance standards and individual customer expectations;

The Company’s success in strengthening and retaining relationships with the Company’s customers, growing sales at targeted accounts and expanding geographically;

The extent to which the Company is successful at expanding the Company’s product line or production facilities into new areas or implementing efficiency measures at existing facilities;

The effects of fluctuation in currency exchange rates upon the Company’s foreign subsidiaries’ operations and reported results from international operations, together with non-currency risks of investing in and conducting significant operations in foreign countries, including those relating to political, social, economic and regulatory factors;

The Company’s ability to identify, complete, obtain funding for and integrate acquisitions for profitable growth;

The potential impact of consolidation, deregulation and bankruptcy among the Company’s suppliers, competitors and customers and of any legal or regulatory claims;

The relative degree of competitive and customer price pressure on the Company’s products;

The cost, availability and quality of raw materials required for the manufacture of products and any tariffs that may be associated with the purchase of these products;

The cost, availability and quality of raw materials required for the manufacture of products and any tariffs that may be associated with the purchase of these products. The Company’s supply chain has and could continue to be disrupted by the COVID-19 pandemic which could have a material, adverse effect on the ability to secure raw materials and supplies;

Strikes, labor disruptions and other fluctuations in labor costs;

Strikes, labor disruptions and other fluctuations in labor costs;

Changes in significant government regulations affecting environmental compliances or other litigation matters;

Changes in significant government regulations affecting environmental compliances or other litigation matters;

The telecommunication market’s continued deployment of Fiber-to-the-Premises; and

Security breaches or other disruptions to the Company’s information technology structure;

The telecommunication market’s continued deployment of Fiber-to-the-Premises; and

Those factors described under the heading “Risk Factors” on page 12 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 8, 2019.

Those factors described under the heading “Risk Factors” in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 which was filed on March 6, 2020 and in Item 1A of Part II of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2020. The impact of COVID-19 could potentially exacerbate other risks discussed, any of which could have a material impact on the Company. The situation continues to change rapidly and additional impacts may arise that the Company is not aware of currently.  


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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-monthsix-month periods ended SeptemberJune 30, 20192020 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$5.2 million and on income before taxes of $1.1$1.3 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$60.4 million at SeptemberJune 30, 2019.2020. 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 ninesix months ended SeptemberJune 30, 2019.2020.

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.  

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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 SeptemberJune 30, 2019.2020.

Changes in Internal Control over Financial Reporting

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, as amended, during the nine-monthsix-month period ended SeptemberJune 30, 20192020 that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.


PART II – OTHEROTHER INFORMATION

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 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. 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.  

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 flow.

ITEM 1A. RISK FACTORS

There were no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 20182019 filed with the Securities and Exchange CommissionSEC on March 8, 2019.6, 2020 and the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2020. 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.  

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On December 13, 2017,March 16, 2020, the Board of Directors authorized a plan to repurchase up to an additional 228,138235,625 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 SeptemberJune 30, 2019:2020:

 

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

 

April

 

 

19,803

 

 

$

48.06

 

 

 

19,803

 

 

 

230,197

 

May

 

 

25,069

 

 

 

49.60

 

 

 

44,872

 

 

 

205,128

 

June

 

 

16,339

 

 

 

49.92

 

 

 

61,211

 

 

 

188,789

 

Total

 

 

61,211

 

 

 

 

 

 

 

 

 

 

 

 

 


ITEM 3. DEFAULTS UPONUPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.The Company entered into a separation agreement with the Company’s former Vice-President Finance and Treasurer in connection with his departure from the Company on April 9, 2020.  Pursuant to the separation agreement, he is entitled to six months of base salary and to receive a prorated portion of his annual cash incentive award to the extent the Company achieves the performance metrics established by the Compensation Committee upon the conclusion of the current fiscal year.  The separation agreement also includes a release of claims and certain other covenants.

ITEM 6. EXHIBITS

  10.1

Amended and Restated Loan Agreement, dated April 17, 2020, between the Company and PNC Bank, National Association, filed herewith.

 

  31.1

  

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

 

 

 

  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 herewithherewith..

 

 

 

  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

  

Inline XBRL Instance Document.

 

 

 

101.SCH

  

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL

  

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF

  

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB

  

Inline XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

101.PRE

  

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data (embedded with the Inline XBRL document.

 


SIGNATURESSIGNATURES

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.

 

November 1, 2019August 6, 2020

 

/s/ Robert G. Ruhlman

 

 

Robert G. Ruhlman

 

 

Chairman, President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

November 1, 2019August 6, 2020

 

/s/ Michael A. WeisbarthAndrew S. Klaus

 

 

Michael A. WeisbarthAndrew S. Klaus

 

 

Vice President – Finance and TreasurerChief Financial Officer

 

 

(Principal Accounting Officer)

 

 

37