PREFORMED LINE PRODUCTS CO - Annual Report: 2009 (Form 10-K)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2009
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
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Shares, $2 par value per share | NASDAQ |
Securities registered pursuant to Section 12(g) of the Act: (None)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such
files).
Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The aggregate market value of voting and non-voting common shares held by non-affiliates of the
registrant as of June 30, 2009 was $98,875,883, based on the closing price of such common shares,
as reported on the NASDAQ National Market System. As of March 10, 2010 there were 5,253,140 common
shares of the Company ($2 par value) outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the Annual Meeting of Shareholders to be held April
26, 2010 are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.
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Forward-Looking Statements
This Form 10-K and other documents we file with the Securities and Exchange Commission (SEC)
contain forward-looking statements regarding Preformed Line Products Companys (the Company) and
managements 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 Companys operations and business environment, all of which are difficult to
predict and many of which are beyond the Companys control. Such uncertainties and factors could
cause the Companys 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 Companys future performance and cause
the Companys 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 United States (U.S.), Canada, and Western Europe; |
| The ability of our 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 demands for product supporting copper-based infrastructure due to the introduction of products using new technologies or adoption of new industry standards; |
| The Companys success at continuing to develop proprietary technology to meet or exceed new industry performance standards and individual customer expectations; |
| The Companys success in strengthening and retaining relationships with the Companys customers, growing sales at targeted accounts and expanding geographically; |
| The extent to which the Company is successful in expanding the Companys product line into new areas; |
| The Companys ability to identify, complete and integrate acquisitions for profitable growth; |
| The potential impact of consolidation, deregulation and bankruptcy among the Companys suppliers, competitors and customers; |
| The relative degree of competitive and customer price pressure on the Companys products; |
| The cost, availability and quality of raw materials required for the manufacture of products; |
| The effects of fluctuation in currency exchange rates upon the Companys 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; |
| Changes in significant government regulations affecting environmental compliances; |
| The telecommunication markets continued deployment of Fiber-to-the-Premises; |
| The Companys ability to obtain funding for future acquisitions; |
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| The potential impact of the depressed housing market on the Companys ongoing profitability and future growth opportunities; |
| The continued support by Federal, State, Local and Foreign Governments in incentive programs for promoting renewable energy deployment; |
| Those factors described under the heading Risk Factors on page 13. |
Part I
Item 1. Business
Background
Preformed Line Products Company and its subsidiaries (the Company) is 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. The Companys primary products support,
protect, connect, terminate and secure cables and wires. The Company also provides solar hardware
systems and mounting hardware for a variety of solar power applications. The Companys goal is to
continue to achieve profitable growth as a leader in the 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.
The Company serves a worldwide market through strategically located domestic and international
manufacturing facilities. Each of the Companys domestic and international manufacturing
facilities have obtained an International Organization of Standardization (ISO) 9001:2000
Certified Management System, with the exception of Direct Power and Water Corporation (DPW), which
was acquired during 2007. The ISO 9001:2000 certified management system is a globally recognized
quality standard for manufacturing and assists the Company in marketing its products throughout the
world. The Companys customers include public and private energy utilities and communication
companies, cable operators, financial institutions, governmental agencies, contractors and
subcontractors, distributors and value-added resellers. The Company is not dependent on a single
customer or a few customers. No single customer accounts for more than ten percent of the
Companys consolidated revenues.
The Companys products include:
| Formed Wire and Related Hardware Products |
| Protective Closures |
| Data Communication Cabinets |
| Plastic Products |
| Other Products |
Formed Wire Products and Related Hardware Products are used in the energy, communications,
cable and special industries to support, protect, terminate and secure both power conductor and
communication cables and to control cable dynamics (e.g., vibration). Formed wire products are
based on the principle of forming a variety of stiff wire materials into a helical (spiral) shape.
Advantages of using the Companys helical formed wire products are that they are economical,
dependable and easy to use. The Company introduced formed wire products to the power industry over
60 years ago and such products enjoy an almost universal acceptance in the Companys markets.
Related hardware products include hardware for supporting and protecting transmission conductors,
spacers, spacer-dampers, stockbridge dampers, corona suppression devices and various compression
fittings for dead-end applications. Formed wire and related hardware products are approximately
62% of the Companys revenues in 2009, 59% in 2008 and 60% in 2007.
Protective Closures, including splice cases, are used to protect fixed line communication
networks, such as copper cable or fiber optic cable, from moisture, environmental hazards and other
potential contaminants. Protective closures are approximately 22% of the Companys revenues in
2009, 24% in 2008 and 27% in 2007.
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Data Communication Cabinets are products used in high-speed data systems to hold and protect
electronic equipment. Data communication cabinets are approximately 4% of the Companys revenues
in 2009, 5% in 2008 and 6% in 2007.
Plastic Products, including guy markers, tree guards, fiber optic cable markers and pedestal
markers, are used in energy, communications, cable television and special industries to identify
power conductors, communication cables and guy wires. Plastic products are approximately 3% of the
Companys revenues in 2009 and 2008 and 2% in 2007.
Other Products include hardware assemblies, pole line hardware, resale products, underground
connectors, solar hardware systems and urethane products. They are used by energy, renewable
energy, communications, cable and special industries for various applications and are defined as
products that compliment the Companys core line offerings. Other products are approximately 9% of
the Companys revenues in 2009 and 2008 and 5% in 2007.
Corporate History
The Company was incorporated in Ohio in 1947 to manufacture and sell helically shaped armor
rods which are sets of stiff helically shaped wires applied on an electrical conductor at the
point where it is suspended or held. Thomas F. Peterson, the Companys founder, developed and
patented a unique method to manufacture and apply these armor rods to protect electrical conductors
on overhead power lines. Over a period of years, Mr. Peterson and the Company developed, tested,
patented, manufactured and marketed a variety of helically shaped products for use by the
electrical and telephone industries. Although all of Mr. Petersons patents have now expired,
those patents served as the nucleus for licensing the Companys formed wire products abroad.
The success of the Companys formed wire products in the U.S. led to expansion abroad. The
first international license agreement was established in the mid-1950s in Canada. In the late
1950s the Companys products were being sold through joint ventures and licensees in Canada,
England, Germany, Spain and Australia. Additionally, the Company began export operations and
promoted products into other selected offshore markets. The Company continued its expansion
program, bought out most of the original licensees, and, by the mid-1990s, had complete ownership
of operations in Australia, Brazil, Canada, Great Britain, South Africa and Spain and held a
minority interest in two joint ventures in Japan. The Companys international subsidiaries have
the necessary infrastructure (i.e. manufacturing, engineering, marketing and general management) to
support local business activities. Each is staffed with local personnel to ensure that the Company
is well versed in local business practices, cultural constraints, technical requirements and the
intricacies of local client relationships.
In 1968, the Company expanded into the underground telecommunications field by its acquisition
of the Smith Company located in California. The Smith Company had a patented line of buried
closures and pressurized splice cases. These closures and splice cases protect copper cable
openings from environmental damage and degradation. The Company continued to build on expertise
acquired through the acquisition of the Smith Company and in 1995 introduced the highly successful
COYOTEâ Closure line of products. Since 1995 fourteen domestic and three international
patents have been granted to the Company on the COYOTE Closure. None of the COYOTE Closure patents
have expired. The earliest COYOTE Closure patent was filed April 1995 and will not expire until
April 2015.
In 1993, the Company purchased the assets of Superior Modular Products Company. Located in
Asheville, North Carolina, Superior Modular Products is a technical leader in the development and
manufacture of high-speed interconnection devices for voice, data and video applications. This
acquisition was the catalyst to expand the Companys range of communication products to components
for structuring cabling systems used inside a customers premises.
Recognizing the need for a stronger presence in the fast growing Asian market, in 1996 the
Company formed a joint venture in China and, in 2000, became sole owner of this venture.
In 2000, the Company acquired Rack Technologies Pty. Ltd, headquartered in Sydney, Australia.
Rack Technologies is a specialist manufacturer of rack system enclosures for the communications,
electronics and
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securities industries. This acquisition complements and broadens the Companys existing line of
data communication products used inside a customers premises.
In 2002, the Company acquired the remaining 2.6% minority interest in its operations in
Mexico. The 97.4% interest was acquired in 1969.
In 2003, the Company sold its 24% interest in Toshin Denko Kabushiki Kaisha in Osaka, Japan.
The Companys investment in Toshin Denko dated back to 1961 when the joint venture company was
founded.
In 2004, the Company acquired the assets of Union Electric Manufacturing Co. Ltd, located in
Bangkok, Thailand.
In 2004, the Company sold its 49% interest in Japan PLP Co. Ltd., a joint venture in Japan.
In 2007, the Company acquired the shares of DPW, located in New Mexico, U.S. This acquisition
broadens the Companys product lines and manufactures mounting hardware for a variety of solar
power applications and provides designs and installations of solar power systems.
In 2007, the Company acquired 83.74% of Belos SA (Belos), located in Bielsko-Biala, Poland.
Belos is a manufacturer and supplier of fittings for various voltage power networks. This
acquisition complements the Companys existing line of energy products. In 2008, the Company
acquired 8.3% additional shares of Belos. In 2009, the Company acquired 4.1% additional shares of
Belos.
In 2008, the Company divested its data communication business Superior Modular Products.
In 2008,
the Company formed a joint venture between the Companys Australian subsidiary,
Preformed Line Products Australia Pty Ltd (PLP-AU) and BlueSky Energy Pty Ltd, a solar systems
integration and installation business based in Sydney, Australia. PLP-AU holds a 50% ownership
interest in the joint venture company, which operates under the name BlueSky Energy Australia
(BlueSky), with the option to acquire the remaining 50% ownership interest from BlueSky Energy Pty
Ltd over the next five years.
In 2009, the
Company has acquired a 33.3% investment in Proxisafe Ltd. Proxisafe is a
Canadian developmental company formed to design and commercialize new industrial safety equipment
located in Calgary, Alberta.
In 2009,
the Company acquired the Dulmison business from Tyco Electronics Group S.A. (Tyco
Electronics), which includes both the acquisition of equity of certain Tyco Electronics entities
and the acquisition of assets from other Tyco Electronics entities. Dulmison is a leader in the
supply and manufacturer of electrical transmission and distribution products. Dulmison designs,
manufacturers and markets pole line hardware and vibration control products for the global
electrical utility industry. Dulmison is based in Australia with operations in Australia,
Thailand, Indonesia, Malaysia, Mexico and the United States. The acquisition will strengthen the
Companys position in the power distribution and transmission hardware market and will expand the
Companys presence in the Asia-Pacific region.
The Companys World headquarters is located at 660 Beta Drive, Mayfield Village, Ohio 44143.
Business
The demand for the Companys products comes primarily from new, maintenance and repair
construction for the energy, telecommunication and data communication industries. The Companys
customers use many of the Companys products, including formed wire products, to revitalize the
aging outside plant infrastructure. Many of the Companys products are used on a proactive basis
by the Companys customers to reduce and prevent lost revenue. A single malfunctioning line could
cause the loss of thousands of dollars per hour for a power or communication customer. A
malfunctioning fiber cable could also result in substantial revenue loss. Repair construction by
the Companys customers generally occurs in the case of emergencies or natural disasters, such as
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hurricanes, tornadoes, earthquakes, floods or ice storms. Under these circumstances, the Company
provides 24-hour service to provide the repair products to customers as quickly as possible.
The Company has adapted the formed wire products helical technology for use in a wide variety
of fiber optic cable applications that have special requirements. The Companys formed wire
products are uniquely qualified for these applications due to the gentle gripping over a greater
length of the fiber cable. This is an advantage over traditional pole line hardware clamps that
compress the cable to the point of possible fatigue and optical signal deterioration.
The Companys protective closures and splice cases are used to protect cable from moisture,
environmental hazards and other potential contaminants. The Companys splice cases are easily
re-enterable closures that allow utility maintenance workers access to the cables located inside
the closure to repair or add communications services. Over the years, the Company has made many
significant improvements in the splice case that have greatly increased their versatility and
application in the market place. The Company also designs and markets custom splice cases to
satisfy specific customer requirements. This has allowed the Company to remain a strong partner
with several primary customers and has earned the Company the reputation as a responsive and
reliable supplier.
Fiber optic cable was first deployed in the outside plant environment in the early 1980s.
Through fiber optic technologies, a much greater amount of both voice and data communication can be
transmitted reliably. In addition, this technology solved the cable congestion problem that the
large count copper cable was causing in underground, buried and aerial applications. The Company
developed and adapted copper closures for use in the emerging fiber optic world. In the late
1980s, the Company developed a series of splice cases designed specifically for fiber application.
In the mid-1990s, the Company developed its plastic COYOTE Closure, and has since expanded the
product line to address Fiber-to-the-Premise (FTTP) applications. The COYOTE Closure is an example
of the Company developing a new line of proprietary products to meet the changing needs of its
customers.
The Company also designs and manufactures data communication cabinets and enclosures for data
communication networks, offering a comprehensive line of copper and fiber optic cross-connect
systems. The product line enables reliable, high-speed transmission of data over customers local
area networks.
With the acquisition of DPW in 2007, the Company expanded into the fast growing renewable
energy sector. DPW provides a comprehensive line of mounting hardware for a variety of solar power
applications including residential roof mounting, commercial roofing systems, top of pole mounting
and customized solutions. DPW also provides design and installation services for residential and
commercial solar power systems primarily in the western U.S.
Markets
The Company markets its products to the energy, telecommunication, cable, data communication
and special industries. While rapid changes in technology have blurred the distinctions between
telephone, cable, and data communication, the energy industry is clearly distinct. The Companys
role in the energy industry is to supply formed wire products and related hardware used with the
electrical conductors, cables and wires that transfer power from the generating facility to the
ultimate user of that power. Formed wire products are used to support, protect, terminate and
secure both power conductor and communication cables and to control cable dynamics.
Electric Utilities Transmission. The electric transmission grid is the interconnected
network of high voltage aluminum conductors used to transport large blocks of electric power from
generating facilities to distribution networks. Currently, there are three major power grids in
the U.S.: the Eastern Interconnect, the Western Interconnect and the Texas Interconnect.
Virtually all electrical energy utilities are connected with at least one other utility by one of
these major grids. The Company believes that the transmission grid has been neglected throughout
much of the U.S. for more than a decade. Additionally, because of deregulation, some electric
utilities have turned this responsibility over to Independent System Operators (ISOs), who have
also been slow to add transmission lines. With demand for power now exceeding supply in some
areas, the need for the movement of bulk power from the energy-rich areas to the energy-deficient
areas means that new transmission lines will likely be built and many existing lines will likely be
refurbished. In addition, passage of the economic stimulus bill in early 2009 that contains
provisions for upgrading the aging transmission infrastructure and connecting renewable energy
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sources to the grid should attract new investment to fund new infrastructure projects in the
industry. The Company believes that this will generate growth for the Companys products in this
market over at least the next several years. In addition, increased construction of international
transmission grids is occurring in many regions of the world. However, consolidations in the
markets that the Company services may also have an adverse impact on the Companys revenues.
Electric Utilities Distribution. The distribution market includes those utilities that
distribute power from a substation where voltage is reduced to levels appropriate for the consumer.
Unlike the transmission market, distribution is still handled primarily by local electric
utilities. These utilities are motivated to reduce cost in order to maintain and enhance their
profitability. The Company believes that its growth in the distribution market will be achieved
primarily as a result of incremental gains in market share driven by emphasizing the Companys
quality products and service over price. Internationally, particularly in the developing regions,
there is increasing political pressure to extend the availability of electricity to additional
populations. Through its global network of factories and sales offices, the Company is prepared to
take advantage of this new growth in construction.
Renewable Energy. The renewable energy market includes residential consumers, commercial
businesses, off-grid operators, and utility companies that have an interest in alternative energy
sources. Environmental concerns along with federal, state, and local utility incentives have
fueled demand for renewable energy systems including solar, wind, and biofuel. The passage of the
economic stimulus bill in 2009, which contains provisions for investment in clean energy
technologies, should further drive future demand for alternative energy sources like solar. The
industry continues to grow rapidly as advancements in technology lead to greater efficiencies which
drive down overall system costs. The Company currently provides hardware solutions, system design
and installation services for solar power applications. The Company markets and sells these
products and services to end-users, distributors, installers and integrators.
Communication and Cable. Major developments, including growing competition between the cable
and communications industries and increasing overall demand for high-speed communication services,
have led to a changing regulatory and competitive environment in many markets throughout the world.
The deployment of new access networks and improvements to existing networks for advanced
applications continues to gain momentum.
Cable operators, local communication operators and power utilities are building, rebuilding or
upgrading signal delivery networks in developed countries. These networks are designed to deliver
video and voice transmissions and provide Internet connectivity to individual residences and
businesses. Operators deploy a variety of network technologies and architectures to carry
broadband and narrowband signals. These architectures are constructed of electronic hardware
connected via coaxial cables, copper wires or optical fibers. The Company manufactures closures
that these industries use to securely connect and protect these vital networks.
As critical components of the outdoor infrastructure, closures provide protection against
weather and vandalism, and permit technicians who maintain and manage the system ready access to
the devices. Cable operators and local telephone network operators place great reliance on
manufacturers of protective closures because any material damage to the signal delivery networks is
likely to disrupt communication services. In addition to closures, the Company supplies the
communication and cable industry with its formed wire products to hold, support, protect and
terminate the copper wires and cables and the fiber optic cables used by that industry to transfer
voice, video or data signals.
The industry has developed technological methods to increase the usage of copper-based plant
through high-speed digital subscriber lines (DSLs). The popularity of these services, the
regulatory environment and the increasingly fierce competition between communications and cable
operators has driven the move toward building out the last mile in fiber networks. FTTP
technology supports the next wave in broadband innovation by carrying fiber optic technology into
homes and businesses. The Company has been actively developing products that address this market.
Data Communication. The data communication market is being driven by the continual demand for
increased bandwidth. Growing Internet Service Providers (ISPs), construction in Wide Area Networks
(WANs) and demand for products in the workplace are all key elements to the increased demand for
the connecting devices made by the Company. This market will increasingly be focused on the
systems that provide the highest speed and
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highest quality signal, such as fiber optic and copper networks. The Companys products are sold
to a number of categories of customers including, (i) ISPs, (ii) large companies and organizations
which have their own local area network for data communication, and (iii) distributors of
structured cabling systems and components for use in the above markets.
Special Industries. The Companys formed wire products are also used in other industries
which require a method of securing or terminating cables, including the metal building, tower and
antenna industries, the arborist industry, and various applications within the marine systems
industry. Products other than formed wire products are also marketed to other industries. For
example, the Companys urethane capabilities allow it to market products to the light rail
industry. The Company continues to explore new and innovative uses of its manufacturing
capabilities; however, these markets remain a small portion of overall consolidated sales.
International Operations
The international operations of the Company are essentially the same as its domestic (PLP-USA)
business. The Company manufactures similar types of products in its international plants as are
sold domestically, sells to similar types of customers and faces similar types of competition (and
in some cases the same competitors). Sources of supply of raw materials are not significantly
different internationally. See Note K in the Notes To Consolidated Financial Statements for
information and financial data relating to the Companys international operations that represent
reportable segments.
While a number of the Companys international plants are in developed countries, the Company
believes it has strong market opportunities in developing countries where the need for the
transmission and distribution of electrical power is significant. The Company is now serving the
Far East market, other than China and Japan, primarily from Thailand and Indonesia. In addition,
as the need arises, the Company is prepared to establish new manufacturing facilities abroad.
Sales and Marketing
Domestically and internationally, the Company markets its products through a direct sales
force and manufacturing representatives. The direct sales force is employed by the Company and
works with the manufacturers representatives, as well as key direct accounts and distributors who
also buy and resell the Companys products. The manufacturers representatives are independent
organizations that represent the Company as well as other complimentary product lines. These
organizations are paid a commission based on the sales amount.
Research and Development
The Company is committed to providing technical leadership through scientific research and
product development in order to continue to expand the Companys position as a supplier to the
communications and power industries. Research is conducted on a continuous basis using internal
experience in conjunction with outside professional expertise to develop state-of-the-art materials
for several of the Companys products. These products capitalize on cost-efficiency while offering
exacting mechanical performance that meets or exceeds industry standards. The Companys research
and development activities have resulted in numerous patents being issued to the Company (see
Patents and Trademarks below).
Early in its history, the Company recognized the need to understand the performance of its
products and the needs of its customers. To that end, the Company developed its own Research and
Engineering Center in Mayfield Village, Ohio. Using the Research and Engineering Center, engineers
and technicians simulate a wide range of external conditions encountered by the Companys products
to ensure quality, durability and performance. The work performed in the Research and Engineering
Center includes advanced studies and experimentation with various forms of vibration. This work
has contributed significantly to the collective knowledge base of the industries the Company serves
and is the subject matter of many papers and seminars presented to these industries.
The Companys 29,000 square feet Research and Engineering Center is located at its corporate
headquarters in Mayfield Village, Ohio. The Company believes that this facility is one of the most
sophisticated in
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the world in its specialized field. The expanded Research and Engineering Center also has an
advanced prototyping technology machine on-site to develop models of new designs where intricate
part details are studied prior to the construction of expensive production tooling. Today, the
Companys reputation for vibration testing, tensile testing, fiber optic cable testing,
environmental testing, field vibration monitoring and third-party contract testing is a competitive
advantage. In addition to testing, the work done at the Companys Research and Development Center
continues to fuel product development efforts. For example, the Company estimates that
approximately 22% of 2009 revenues were attributed to products developed by the Company in the past
five years. In addition, the Companys position in the industry is further reinforced by its
long-standing leadership role in many key international technical organizations which are charged
with the responsibility of establishing industry wide specifications and performance criteria,
including IEEE (Institute of Electrical and Electronics Engineers), CIGRE (Counsiel Internationale
des Grands Reseaux Electriques a Haute Tension), and IEC (International Electromechanical
Commission). Research and development costs are expensed as incurred. Research and development
costs for new products were $2.3 million in 2009, $2 million in 2008 and $1.7 million in 2007.
Patents and Trademarks
The Company applies for patents in the U.S. and other countries, as appropriate, to protect
its significant patentable developments. As of December 31, 2009, the Company had in force 35 U.S.
patents and 63 international patents in 10 countries and had pending five U.S. patent applications
and 22 international applications. While such domestic and international patents expire from time
to time, the Company continues to apply for and obtain patent protection on a regular basis.
Patents held by the Company in the aggregate are of material importance in the operation of the
Companys business. The Company, however, does not believe that any single patent, or group of
related patents, is essential to the Companys business as a whole or to any of its businesses.
Additionally, the Company owns and uses a substantial body of proprietary information and numerous
trademarks. The Company relies on nondisclosure agreements to protect trade secrets and other
proprietary data and technology. As of December 31, 2009, the Company had obtained U.S.
registration on 27 trademarks and no trademark applications remained pending. International
registrations amounted to 205 registrations in 38 countries, with 5 pending international
registrations.
Since June 8, 1995, U.S. patents have been issued for terms of 20 years beginning with the
date of filing of the patent application. Prior to that time, a U.S. patent had a term of 17 years
from the date of its issuance. Patents issued by international countries generally expire 20 years
after filing. U.S. and international patents are not renewable after expiration of their initial
term. U.S. and international trademarks are generally perpetual, renewable in 10-year increments
upon a showing of continued use. To the knowledge of management, the Company has not been subject
to any significant allegation or charges of infringement of intellectual property rights by any
organization.
In the normal course of business, the Company occasionally makes and receives inquiries with
regard to possible patent and trademark infringement. The extent of such inquiries from third
parties has been limited generally to verbal remarks to Company representatives. The Company
believes that it is unlikely that the outcome of these inquiries will have a material adverse
effect on the Companys financial position.
Competition
All of the markets that the Company serves are highly competitive. In each market, the
principal methods of competition are price, performance, and service. The Company believes,
however, that several factors (described below) provide the Company with a competitive advantage.
| The Company has a strong and stable workforce. This consistent and continuous knowledge base has afforded the Company the ability to provide superior service to the Companys customers and representatives. |
| The Companys Research and Engineering Center in Mayfield Village, Ohio and Research and Engineering departments subsidiary locations maintain a strong technical support function to develop unique solutions to customer problems. |
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| The Company is vertically integrated both in manufacturing and distribution and is continually upgrading equipment and processes. |
| The Company is sensitive to the marketplace and provides an extra measure of service in cases of emergency, storm damage and other rush situations. This high level of customer service and customer responsiveness is a hallmark of the Company. |
| The Companys 16 manufacturing locations ensure close support and proximity to customers worldwide. |
Domestically, there are several competitors for formed wire products. Although it has other
competitors in many of the countries where it has plants, the Company has leveraged its expertise
and is very strong in the global market. The Company believes that it is the worlds largest
manufacturer of formed wire products for energy and communications markets. However, the Companys
formed wire products compete against other pole line hardware products manufactured by other
companies.
Minnesota Manufacturing and Mining Company (3M) is the primary domestic competitor of the
Company for pressurized copper closures. Based on its experience in the industry, the Company
believes it maintains a strong market share position.
The fiber optic closure market is one of the most competitive product areas for the Company,
with the Company competing against, among others, Tyco International Ltd., 3M and Corning Cable
Systems. There are a number of primary competitors and several smaller niche competitors that
compete at all levels in the marketplace. The Company believes that it is one of four leading
suppliers of fiber optic closures.
The Companys data communication competitors range from assemblers of low cost, low quality
components, to well-established multinational corporations. The Companys competitive strength is
its technological leadership and manufacturing expertise.
Sources and Availability of Raw Materials
The principal raw materials used by the Company are galvanized wire, stainless steel, aluminum
covered steel wire, aluminum re-draw rod, plastic resins, glass-filled plastic compounds, neoprene
rubbers and aluminum castings. The Company also uses certain other materials such as fasteners,
packaging materials and communications cable. The Company believes that it has adequate sources of
supply for the raw materials used in its manufacturing processes and it regularly attempts to
develop and maintain sources of supply in order to extend availability and encourage competitive
pricing of these products.
Most plastic resins are purchased under contracts to stabilize costs and improve delivery
performance and are available from a number of reliable suppliers. Wire and re-draw rod are
purchased in standard stock diameters and coils under contracts from a number of reliable
suppliers. Contracts have firm prices except for fluctuations of base metals and petroleum prices,
which result in surcharges when global demand is greater than the available supply.
The Company also relies on certain other manufacturers to supply products that complement the
Companys product lines, such as aluminum and ferrous castings, fiber optic cable and connectors,
circuit boards and various metal racks and cabinets. The Company believes there are multiple
sources of supply for these products.
The Company relies on sole source manufacturers for certain raw materials used in production.
The current state of economic uncertainty presents a risk that existing suppliers could go out of
business. However, there are multiple sources for these materials available, and the Company could
relocate the tooling and processes to other manufacturers if necessary.
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Due to flat or decreasing worldwide demand the costs of raw materials were stable throughout
2009. Manufacturing capacity has reduced for many raw materials and the Company was experiencing
price pressure on most key raw materials by the end of 2009 and continuing into 2010.
Backlog Orders
The Companys backlog was approximately $38 million at the end of 2009. The Companys order
backlog generally represents six to eight weeks of sales. All customer orders entered are firm at
the time of entry. Substantially all orders are shipped within a two to four week period unless
the customer requests an alternative date.
Seasonality
The Company markets products that are used by utility maintenance and construction crews
worldwide. The products are marketed through distributors and directly to end users, who maintain
stock to ensure adequate supply for their customers or construction crews. As a result, the
Company does not have a wide variation in sales from quarter to quarter.
Environmental
The Company is subject to extensive and changing federal, state, and local environmental laws,
including laws and regulations that (i) relate to air and water quality, (ii) impose limitations on
the discharge of pollutants into the environment, (iii) establish standards for the treatment,
storage and disposal of toxic and hazardous waste, and (iv) require proper storage, handling,
packaging, labeling, and transporting of products and components classified as hazardous materials.
Stringent fines and penalties may be imposed for noncompliance with these environmental laws. In
addition, environmental laws could impose liability for costs associated with investigating and
remediating contamination at the Companys facilities or at third-party facilities at which the
Company has arranged for the disposal treatment of hazardous materials.
Although no assurances can be given, the Company believes it is in compliance in all material
respects, with all applicable environmental laws and the Company is not aware of any noncompliance
or obligation to investigate or remediate contamination that could reasonably be expected to result
in a material liability. The Company does not expect to make any material capital expenditure
during 2010 for environmental control facilities. The environmental laws continue to be amended
and revised to impose stricter obligations, and compliance with future additional environmental
requirements could necessitate capital outlays. However, the Company does not believe that these
expenditures should ultimately result in a material adverse effect on its financial position or
results of operations. The Company cannot predict the precise effect such future requirements, if
enacted, would have on the Company. The Company believes that such regulations would be enacted
over time and would affect the industry as a whole.
Employees
At December 31, 2009, the Company had 2,304 employees. Approximately 30% of the Companys
employees are located in the U.S.
Available Information
The Company maintains an Internet site at http://www.preformed.com, on which the Company makes
available, free of charge, the annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after
the Company electronically files such material with, or furnishes it to, the SEC. The Companys
SEC reports can be accessed through the investor relations section of its Internet site. The
information found on the Companys Internet site is not part of this or any other report that is
filed or furnished to the SEC.
The public may read and copy any materials the Company files with or furnishes to the SEC at
the SECs Public Reference Room at 100 F. Street, NE., Washington, DC 20549. Information on the
operation of the Public
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Reference Room is available by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains
an Internet site that contains reports, proxy and information statements, and other information
filed with the SEC by electronic filers. The SECs Internet site is http://www.sec.gov. The
Company also has a link from its Internet site to the SECs Internet site, this link can be found
on the investor relations page of the Companys Internet site.
Item 1A. Risk Factors
Due to the Companys dependency on the energy and telecommunication industries, the Company is
susceptible to negative trends relating to those industries that could adversely affect the
Companys operating results.
The Companys sales to the energy and telecommunication industries represent a substantial
portion of the Companys historical sales. The concentration of revenue in such industries is
expected to continue into the foreseeable future. Demand for products to these industries depends
primarily on capital spending by customers for constructing, rebuilding, maintaining or upgrading
their systems. The amount of capital spending and, therefore, the Companys sales and
profitability are affected by a variety of factors, including general economic conditions, access
by customers to financing, government regulation, demand for energy and cable services, and
technological factors. As a result, some customers may not continue as going concerns, which could
have a material adverse effect on the Companys business, operating results and financial
condition. Consolidation and deregulation present the additional risk to the Company in that
combined or deregulated customers will rely on relationships with a source other than the Company.
Consolidation and deregulation may also increase the pressure on suppliers, such as the Company, to
sell product at lower prices.
The Companys business will suffer if the Company fails to develop and successfully introduce new
and enhanced products that meet the changing needs of the Companys customers.
The Companys ability to anticipate changes in technology and industry standards and to
successfully develop and introduce new products on a timely basis will be a significant factor in
the Companys ability to grow and remain competitive. New product development often requires
long-term forecasting of market trends, development and implementation of new designs and processes
and a substantial capital commitment. The trend toward consolidation of the energy,
telecommunication and data communication industries may require the Company to quickly adapt to
rapidly changing market conditions and customer requirements. Any failure by the Company to
anticipate or respond in a cost-effective and timely manner to technological developments or
changes in industry standards or customer requirements, or any significant delays in product
development or introduction or any failure of new products to be widely accepted by the Companys
customers, could have a material adverse effect on the Companys business, operating results and
financial condition as a result of reduced net sales.
The intense competition in the Companys markets, particularly telecommunication, may lead to a
reduction in sales and profits.
The markets in which the Company operates are highly competitive. The level of intensity of
competition may increase in the foreseeable future due to anticipated growth in the
telecommunication and data communication industries. The Companys competitors in the
telecommunication and data communication markets are larger companies with significant influence
over the distribution network. There can be no assurance that the Company will be able to compete
successfully against its competitors, many of which may have access to greater financial resources
than the Company. In addition, the pace of technological development in the telecommunication and
data communication markets is rapid and the Company cannot assure that these advances (i.e.,
wireless, fiber optic network infrastructure, etc.) will not adversely affect the Companys ability
to compete in this market.
The introduction of products embodying new technologies or the emergence of new industry standards
can render existing products or products under development obsolete or unmarketable.
The energy, telecommunication and data communication industries are characterized by rapid
technological change. Satellite, wireless and other communication technologies currently being
deployed may represent a threat to copper, coaxial and fiber optic-based systems by reducing the
need for wire-line networks. There can be no assurance that future advances or further development
of these or other new technologies will not have a material adverse effect on the Companys
business, operating results and financial condition as a result of lost sales.
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Price increases of raw materials could result in lower earnings.
The Companys cost of sales may be materially adversely affected by increases in the market
prices of the raw materials used in the Companys manufacturing processes. There can be no
assurance that price increases in raw materials can be passed onto the Companys customers through
increases in product prices. As a result, the Companys operating results could be adversely
affected.
The Companys international operations subject the Company to additional business risks.
International sales account for a substantial portion of the Companys net sales (54%, 54% and
53% in 2009, 2008 and 2007, respectively) and the Company expects these sales will increase as a
percentage of net sales in the future. Due to its international sales, the Company is subject to
the risks of conducting business internationally, including unexpected changes in, or impositions
of, legislative or regulatory requirements, fluctuations in the U.S. dollar which could materially
adversely affect U.S. dollar revenues or operating expenses, tariffs and other barriers and
restrictions, potentially longer payment cycles, greater difficulty in accounts receivable
collection, reduced or limited protection of intellectual property rights, potentially adverse
taxes and the burdens of complying with a variety of international laws and communications
standards. The Company is also subject to general geopolitical risks, such as political and
economic instability and changes in diplomatic and trade relationships, in connection with its
international operations. There can be no assurance that these risks of conducting business
internationally will not have a material adverse effect on the Companys business, operating
results and financial condition.
The Company may not be able to successfully integrate businesses that it may acquire in the future.
A portion of the Companys growth in sales and earnings has been generated from acquisitions.
The Company expects to continue a strategy of identifying and acquiring businesses with
complementary products. In connection with this strategy, the Company faces certain risks and
uncertainties relating to acquisitions. The factors affecting this exposure are in addition to the
risks faced in the Companys day-to-day operations. Acquisitions involve a number of special
risks, including the risks pertaining to integrating acquired businesses. In addition, the Company
may incur debt to finance future acquisitions, and the Company may issue securities in connection
with future acquisitions that may dilute the holdings of current and future shareholders. Covenant
restrictions relating to additional indebtedness could restrict the Companys ability to pay
dividends, fund capital expenditures, consummate additional acquisitions and significantly increase
the Companys interest expense. Any failure to successfully complete acquisitions or to
successfully integrate such strategic acquisitions could have a material adverse effect on the
Companys business, operating results and financial condition.
The Company may have interruptions in its businesses due to the uncertainty of the global economy,
specifically the potential impact of bankruptcy among the Companys suppliers and inability of
available funding for the Companys customers.
The Company relies on sole source manufacturers for certain materials that complement the
Companys product lines. The current state of economic uncertainty presents a risk that existing
suppliers could go out of business. While there are multiple sources for these materials available
and the Company could relocate the tooling and processes to other manufacturers if needed, there
could be an adverse effect on the supply and the Companys ability to make products on a timely
basis if multiple key suppliers fail during this time of uncertainty. Additionally, as the
financial markets are experiencing unprecedented volatility, lower levels of liquidity may be
available. Although the Company is not dependent on a single customer or a few customers, the
inability to obtain funding may postpone customer spending and adversely affect the Companys
business, operating results and financial condition.
Item 1B. Unresolved Staff Comments
The Company does not have any unresolved staff comments.
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Item 2. Properties
The Company currently owns or leases 19 facilities, which together contain approximately 2
million square feet of manufacturing, warehouse, research and development, sales and office space
worldwide. Most of the Companys international facilities contain space for offices, research and
engineering (R&E), warehousing and manufacturing with manufacturing using a majority of the space.
The following table provides information regarding the Companys principal facilities:
Reportable | ||||||||||
Location | Use | Owned/Leased | Square Feet | Segment | ||||||
1. Mayfield Village, Ohio
|
Corporate Headquarters R&E |
Owned | 62,000 | PLP-USA | ||||||
2. Rogers, Arkansas
|
Manufacturing Warehouse Office |
Owned | 310,000 | PLP-USA | ||||||
3. Albemarle, North Carolina
|
Manufacturing Warehouse Office |
Owned | 261,000 | PLP-USA | ||||||
4. Sydney, Australia
|
Manufacturing R&E Warehouse Office |
Owned | 123,000 | Australia | ||||||
5. São Paulo, Brazil
|
Manufacturing R&E Warehouse Office |
Owned | 148,500 | Brazil | ||||||
6. Cambridge, Ontario, Canada
|
Manufacturing Warehouse Office |
Owned | 73,300 | Canada | ||||||
7. Andover, Hampshire, England
|
Manufacturing R&E Warehouse Office |
Building Owned; Land Leased | 89,400 | All Other | ||||||
8. Queretaro, Mexico
|
Manufacturing Warehouse Office |
Owned | 52,900 | All Other | ||||||
9. Beijing, China
|
Manufacturing Warehouse Office |
Building Owned; Land Leased | 180,900 | All Other | ||||||
10. Pietermaritzburg, South
Africa
|
Manufacturing R&E Warehouse Office |
Owned | 73,100 | South Africa |
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Reportable | ||||||||||
Location | Use | Owned/Leased | Square Feet | Segment | ||||||
11. Sevilla, Spain
|
Manufacturing R&E Warehouse Office |
Owned | 63,300 | All Other | ||||||
12. Bangkok, Thailand
|
Manufacturing Warehouse Office |
Owned | 60,000 | All Other | ||||||
13. Albuquerque, New Mexico
|
Manufacturing Warehouse Office |
Leased | 27,200 | All Other | ||||||
14. Bielsko-Biala, Poland
|
Manufacturing Warehouse Office |
Buildings Owned; Land Leased | 174,400 | Poland | ||||||
15. Bekasi, Indonesia
|
Manufacturing Office |
Owned | 135,700 | All Other | ||||||
16. Selangor, Malaysia
|
Manufacturing Warehouse Office |
Leased | 14,100 | All Other | ||||||
17. Bangkok, Thailand
|
Manufacturing Warehouse Office |
Leased | 135,700 | All Other |
Item 3. Legal Proceedings
From time to time, the Company may be subject to litigation incidental to its business. The
Company is not a party to any 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.
Item 4. (Removed and Reserved)
Executive Officers of the Registrant
Each executive officer is elected by the Board of Directors, serves at its pleasure and holds
office until a successor is appointed, or until the earliest of death, resignation or removal.
Name | Age | Position | ||||
Robert G. Ruhlman
|
53 | Chairman, President and Chief Executive Officer | ||||
Eric R. Graef
|
57 | Chief Financial Officer and Vice President Finance | ||||
William H. Haag
|
46 | Vice President International Operations | ||||
J. Cecil Curlee Jr.
|
53 | Vice President Human Resources | ||||
Dennis F. McKenna
|
43 | Vice President Marketing and Business Development | ||||
David C. Sunkle
|
51 | Vice President Research and Engineering and Manufacturing | ||||
Caroline S. Vaccariello
|
43 | General Counsel and Corporate Secretary |
The following sets forth the name and recent business experience for each person who is an
executive officer of the Company at March 1, 2010.
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Robert G. Ruhlman was elected Chairman in July 2004. Mr. Ruhlman has served as Chief
Executive Officer since July 2000 and as President since 1995 (positions he continues to hold).
Mr. Ruhlman is the brother of Randall M. Ruhlman and son of Barbara P. Ruhlman, both Directors of
the Company.
Eric R. Graef was elected Vice PresidentFinance in December 1999 and Chief Financial Officer
in December, 2007.
William H. Haag was elected Vice PresidentInternational Operations in April 1999.
J. Cecil Curlee Jr. was hired in 1982 in the position of Personnel Manager at the Albemarle,
North Carolina facility. He was promoted to Director of Employee Relations in September 2002 and
was elected Vice PresidentHuman Resources in January 2003.
Dennis F. McKenna was elected Vice PresidentMarketing and Business Development in April 2004.
Mr. McKenna joined the Company in 1993 as a sales engineer and has served in various international
and domestic product management, operations, and general management roles within the Company.
David C. Sunkle was elected Vice President-Research and Engineering in January 2007. In
addition, Mr. Sunkle has taken on the role of the Vice President Manufacturing since July 2008.
Mr. Sunkle joined the Company in 1978. He has served a variety of positions in Research and
Engineering until 2002 when he became Director of International Operations. In 2006, Mr. Sunkle
rejoined Research and Engineering as the Director of Engineering.
Caroline S. Vaccariello was elected General Counsel and Corporate Secretary in January 2007.
Ms. Vaccariello joined the Company in 2005 as General Counsel and has led the Companys legal
affairs since that time. Prior to that time, Ms. Vaccariello worked as an attorney for The Timken
Company from 2003 to 2005.
Part II
Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
The Companys Common Shares are traded on NASDAQ under the trading symbol PLPC. As of March
10, 2010, the Company had approximately 1,300 shareholders of record. The following table sets
forth for the periods indicated (i) the high and low closing sale prices per share of the
Companys Common Shares as reported by the NASDAQ and (ii) the amount per share of cash dividends
paid by the Company.
While the Company expects to continue to pay dividends of a comparable amount in the near
term, the declaration and payment of future dividends will be made at the discretion of the
Companys Board of Directors in light of then current needs of the Company. Therefore, there can
be no assurance that the Company will continue to make such dividend payments in the future.
Year ended December 31 | ||||||||||||||||||||||||
2009 | 2008 | |||||||||||||||||||||||
Quarter | High | Low | Dividend | High | Low | Dividend | ||||||||||||||||||
First |
$ | 47.65 | $ | 28.26 | $ | 0.20 | $ | 59.96 | $ | 42.95 | $ | 0.20 | ||||||||||||
Second |
48.96 | 32.70 | 0.20 | 53.88 | 40.31 | 0.20 | ||||||||||||||||||
Third |
44.16 | 33.06 | 0.20 | 65.50 | 37.66 | 0.20 | ||||||||||||||||||
Fourth |
44.40 | 37.85 | 0.20 | 56.97 | 31.82 | 0.20 |
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Equity Compensation Plan Information
Number of securities | ||||||||||||
Number of securities | remaining available for | |||||||||||
to be issued upon | future issuance under | |||||||||||
exercise of | Weighted-average | equity compensation | ||||||||||
outstanding options, | exercise price of | plans (excluding | ||||||||||
warrants and rights | outstanding options, | securities reflected in | ||||||||||
Plan Category | (a) | warrants and rights | column (a) | |||||||||
Equity compensation
plans approved by
security holders |
138,821 | $ | 38.32 | 261,179 | ||||||||
Equity compensation
plans not approved
by security holders |
85,502 | $ | 33.29 | 500 | ||||||||
Total |
224,323 | 261,679 |
Performance Graph
Set forth below is a line graph comparing the cumulative total return of a hypothetical
investment in the Companys Common Shares with the cumulative total return of hypothetical
investments in the NASDAQ Market Index and the Hemscott Industry Group 627 (Industrial Electrical
Equipment) Index based on the respective market price of each investment at December 31, 2004,
December 31, 2005, December 31, 2006, December 31, 2007, December 31, 2008, and December 31, 2009,
assuming in each case an initial investment of $100 on January 1, 2004, and reinvestment of
dividends.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG PREFORMED LINE
PRODUCTS COMPANY, NASDAQ MARKET INDEX AND HEMSCOTT GROUP INDEX
PRODUCTS COMPANY, NASDAQ MARKET INDEX AND HEMSCOTT GROUP INDEX
ASSUMES $100 INVESTED ON JAN. 01, 2004
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2009
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2009
18
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COMPANY / INDEX / MARKET | 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | ||||||||||||||||||
PREFORMED LINE PRODUCTS CO |
100.00 | 150.71 | 126.96 | 219.67 | 171.50 | 166.35 | ||||||||||||||||||
NASDAQ MARKET INDEX |
100.00 | 102.20 | 112.68 | 124.57 | 74.71 | 108.56 | ||||||||||||||||||
HEMSCOTT GROUP INDEX |
100.00 | 120.35 | 161.08 | 222.59 | 115.64 | 156.21 | ||||||||||||||||||
Purchases of Equity Securities
On February 15, 2007, the Board of Directors authorized a plan to repurchase up to 200,000
shares of Preformed Line Products Company Common Shares. The repurchase plan does not have an
expiration date. There were no repurchases for the three-month period ended December 31, 2009.
Total Number of | ||||||||||||||||
Total | Shares Purchased as | Maximum Number of | ||||||||||||||
Number of | Average | Part of Publicly | Shares that may yet be | |||||||||||||
Shares | Price Paid | Announced Plans or | Purchased under the | |||||||||||||
Period (2009) | Purchased | per Share | Programs | Plans or Programs | ||||||||||||
October |
| | 188,748 | 11,252 | ||||||||||||
November |
| | 188,748 | 11,252 | ||||||||||||
December |
| | 188,748 | 11,252 | ||||||||||||
Total |
|
Item 6. Selected Financial Data
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
(Thousands of dollars, except per share data) | ||||||||||||||||||||
Net Sales and Income |
||||||||||||||||||||
Net sales |
$ | 257,206 | $ | 269,742 | $ | 233,289 | $ | 196,910 | $ | 186,232 | ||||||||||
Operating income |
19,460 | 23,988 | 21,133 | 16,359 | 16,673 | |||||||||||||||
Income before income taxes and discontinued operations |
29,593 | 24,760 | 21,321 | 17,180 | 17,288 | |||||||||||||||
Income from continuing operations, net of tax |
22,833 | 17,042 | 13,820 | 11,827 | 11,170 | |||||||||||||||
Net income |
22,833 | 17,911 | 14,213 | 12,103 | 12,030 | |||||||||||||||
Net income (loss) attributable to noncontrolling interest, net of tax |
(524 | ) | 288 | 54 | | | ||||||||||||||
Net income attributable to PLPC |
23,357 | 17,623 | 14,159 | 12,103 | 12,030 | |||||||||||||||
Per Share Amounts |
||||||||||||||||||||
Income from continuing operations attributable to PLP shareholders basic |
$ | 4.46 | $ | 3.17 | $ | 2.57 | $ | 2.11 | $ | 1.95 | ||||||||||
Net income attributable to PLPC common shareholders basic |
4.46 | 3.34 | 2.64 | 2.16 | 2.10 | |||||||||||||||
Income from continuing operations attributable to PLPC shareholders diluted |
4.35 | 3.14 | 2.54 | 2.09 | 1.93 | |||||||||||||||
Net income attributable to PLPC common shareholders diluted |
4.35 | 3.30 | 2.61 | 2.14 | 2.08 | |||||||||||||||
Dividends declared |
0.80 | 0.80 | 0.80 | 0.80 | 0.80 | |||||||||||||||
PLPC Shareholders equity |
31.50 | 26.09 | 27.82 | 24.47 | 23.32 | |||||||||||||||
Other Financial Information |
||||||||||||||||||||
Current assets |
$ | 138,959 | $ | 112,670 | $ | 123,450 | $ | 100,374 | $ | 110,304 | ||||||||||
Total assets |
235,372 | 190,875 | 203,866 | 170,852 | 168,458 | |||||||||||||||
Current liabilities |
46,340 | 35,248 | 42,349 | 32,372 | 33,900 | |||||||||||||||
Long-term debt (including current portion) |
7,610 | 3,147 | 4,959 | 4,361 | 4,928 | |||||||||||||||
Capital leases |
239 | 112 | 373 | 478 | 305 | |||||||||||||||
PLPC Shareholders equity |
170,966 | 136,265 | 149,721 | 131,148 | 133,715 |
On December 18, 2009, the Company completed a business combination acquiring certain
subsidiaries and other assets from Tyco Electronics. The 2009 results were impacted by a $9.1
million gain, after taxes, on the acquisition, or $1.74 per basic share and $1.69 per diluted
share. On May 30, 2008, the Company divested its Superior Modular Products subsidiary (SMP). The
net sales and income and per share amounts sections for the years noted above have been restated to
provide comparable information excluding the divestiture of the SMP operations.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
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The following discussion and analysis should be read in conjunction with the Consolidated
Financial Statements and related Notes To Consolidated Financial Statements included in Item 8 in
this report.
Preformed Line Products Company (the Company, PLPC, we, us, or our) was incorporated
in Ohio in 1947. We are an international designer and manufacturer of products and systems
employed in the construction and maintenance of overhead and underground networks for the energy,
telecommunication, cable operators, information (data communication), and other similar industries.
Our primary products support, protect, connect, terminate, and secure cables and wires. We also
provide solar hardware systems and mounting hardware for a variety of solar power applications. Our
goal is to continue to achieve profitable growth as a leader in the 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.
The reportable segments are PLP-USA, Australia, Brazil, South Africa, Canada, Poland, and All
Other. Our PLP-USA segment is comprised of our U.S. operations primarily supporting our domestic
energy and telecommunications products. The Australia segment is comprised of all of our operations
in Australia supporting energy, telecommunications, data communications and solar products. Our
Canada and Brazil segments are comprised of the manufacturing and sales operations from those
locations which meet at least one of the criteria of a reportable segment. Our final two segments
are Poland and South Africa, which are comprised of a manufacturing and sales operation, and have
been included as segments to comply with reporting segments for 75% of consolidated sales. Our
remaining operations are included in the All Other segment as none of these operations meet, or the
future estimated results are not expected to meet, the criteria for a reportable segment.
RECENT DEVELOPMENT
On December 18, 2009, PLPC and Tyco Electronics Group S.A. (Tyco Electronics) completed a
Stock and Asset Purchase Agreement, pursuant to which, PLPC acquired from Tyco Electronics its
Dulmison business for $16 million and the assumption of certain liabilities, subject to a customary
post-closing working capital adjustment.
We accounted for the acquisition of Dulmison in accordance with Financial Accounting Standards
Board Accounting Standards Codification (ASC) 805, which includes provisions that were effective
January 1, 2009. The new provisions significantly changed the accounting for business combinations
both during the period of the acquisition and in subsequent periods. In accordance with ASC 805,
transaction costs of $3.9 million associated with the business combination were expensed and a gain
of $9.1 million on the acquisition of the business was recorded.
The acquisition of Dulmison strengthens our position in the power distribution and
transmission hardware market and will expand our presence in the Asia-Pacific region. As a result
of the acquisition, we added operations in Indonesia and Malaysia and strengthened our existing
positions in Australia, Thailand, Mexico, and the United States.
DISCONTINUED OPERATIONS
Our consolidated financial statements were impacted by the divestiture of Superior Modular
Products (SMP) on May 30, 2008. We sold our SMP subsidiary for $11.7 million, for a $.8 million
gain, net of tax, and a $1.5 million to be held in escrow for one year. During the year ended
December 31, 2009, we received the remaining balance of $.8 million held in escrow. We have not
provided any significant continuing involvement in the operations of SMP after the closing of the
sale. For tax purposes, the sale of SMP generated a capital loss, which was not deductible except
for amounts used to offset capital gains in 2008. A full valuation allowance was provided against
the deferred tax asset on the remaining portion of the capital loss carryover.
The operating results of SMP
are presented in our statements of consolidated income as
discontinued operations, net of tax. For the year ended December 31, 2008, income from
discontinued operation, net of tax was $.9 million, or $.16 per diluted share.
20
Table of Contents
MARKET OVERVIEW
Our business continues to be concentrated in the energy and communications markets. During
the past couple of years, industry consolidation continued as distributors and service provider
consolidations took place in our major markets. This trend is expected to continue in 2010. We
have a growing concern that the continued global economic situation coupled with an already
depressed U.S. housing market, could further affect construction projects and negatively impact
growth opportunities in our core markets in the U.S. and countries such as Spain, Poland and Great
Britain where the financial situation is expected to be similar going forward.
In 2009, we again experienced growth in our energy markets. We continued to see the
investment in new transmission grids, new technologies, and upgrading and maintenance of the
existing energy infrastructure. We expect the distribution energy market to be flat in 2010 but
anticipate continued growth in demand for transmission and fiber optic products.
The acquisition of Dulmison from Tyco Electronics in late 2009 will further cement PLPs
leadership position and will enable PLP to enhance the scope of its product lines and the
technology it provides to this important market. Dulmisons spacer, spacer-damper and stockbridge
damper product lines fit well and complement PLPs product offerings and enable PLP to offer the
most comprehensive line of products in the industry. With demand for electrical power continuing to
increase, especially in many fast growing areas of the world, PLPs leadership position in the
market will enable it to take advantage of prospects for continued growth as the transmission grid
is enhanced and extended.
Our international business is more concentrated in the energy markets. Historically, our
international sales were primarily related to the distribution portion of the energy market. We
believe that we are well positioned to supply the needs of the worlds diverse energy market
requirements as a result of our strategically located operations and array of product designs and
technologies.
The year 2009 was challenging for PLPs communication business throughout the world. Many
communications customers cut back on capital and operational spending as the global economic
downturn negatively impacted consumer spending on communication services. The U.S. was hit
especially hard as communication carriers diverted operational funds to wireless communication
projects where they could realize a faster return on their spending and investments. Also, the
broadband stimulus program that was announced early in 2009 failed to gain traction throughout the
year and the administrative burden of the program has further delayed the deployment of funds.
Through all of this, PLP maintained its focus on the customer and put resources towards new product
development efforts. These efforts were directed at customer premise and demarcation applications
which are the final connections between the network and the end consumer.
As economic conditions improve and stimulus funds eventually start flowing into projects,
PLPs efforts in these areas will lead to growth in the communications business. Opportunities for
growth also look promising in Central and South America where deployment of fixed line
telecommunications services and broadband penetration rates remain low as a percentage of the total
population.
Preface
Our consolidated financial results for the year ended December 31, 2009, 2008, and 2007
include the financial results of our solar energy operation, Direct Power and Water (DPW), acquired
on March 22, 2007, Belos, in Poland, acquired on September 6, 2007 and BlueSky Energy Pty Ltd.
(BlueSky) entered into a joint venture on May 21, 2008. In addition to the $9.1 million gain on
the acquisition of Dulmison and $3.9 million of transaction costs, our consolidated financial
statements include assets of $30.6 million and $5.5 million in liabilities from the acquisition of
Dulmison. From the acquisition date through December 31, 2009, operation results were di minimus.
Our net sales for the year ended December 31, 2009 decreased $12.5 million, or 5%, and gross
profit decreased $2.5 million, or 3%, compared to 2008. Excluding the effect of currency
translation, net sales remained unchanged. During 2009, certain of the end markets that we serve
continued to see further sales declines. Gross profit decreased primarily due to the decrease in
net sales. Excluding the effect of currency translation, gross profit increased 2% compared to
2008. Excluding the effect of currency translation, costs and expenses increased $4.6
21
Table of Contents
million, or
7%, as foreign costs and expenses increased $4.1 million and U.S. costs and expenses increased $.5
million. Due to the acquisition of Dulmison, the Company incurred $1.9 million related to due
diligence and acquisition related costs and also incurred $2 million related to employee
termination benefits of certain employees related to the acquisition of the acquired business. As a
result of the preceding, income from continuing operations, net of tax, of $22.8 million increased
25% compared to 2008
Despite the current economic conditions, our financial condition remains strong. We continue
to generate substantial cash flows from operations, have proactively managed working capital and
have controlled capital spending. We currently have a debt to equity ratio of 5% and can borrow
needed funds at an affordable interest rate from our untapped credit facility. While current
worldwide conditions necessitate that we concentrate our efforts on maintaining our financial
strengths, we believe there are many available opportunities for growth. We are pursuing these
opportunities as appropriate in the current environment in order to position ourselves for when the
economic recovery ultimately happens.
Our consolidated financial statements are prepared in conformity with accounting principles
generally accepted in the U.S. (GAAP). Our discussions of the financial results include Non-GAAP
measures (primarily the impact of foreign currency) to provide additional information concerning
our financial results that are prepared in accordance with GAAP. We believe that these non-GAAP
measures provide information that is useful to the assessment of the Companys performance and
operating trends.
2009 Results of Operations compared to 2008
Net Sales. In 2009, net sales were $257.2 million, a decrease of $12.5 million, or 5%, from
2008. Excluding the effect on currency translation, net sales decreased $.4 million as summarized
in the following table:
Year ended December 31 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
thousands of dollars | currency | currency | % | |||||||||||||||||||||
2009 | 2008 | Change | translation | translation | change | |||||||||||||||||||
Net sales |
||||||||||||||||||||||||
PLP-USA |
$ | 103,910 | $ | 111,721 | $ | (7,811 | ) | $ | | $ | (7,811 | ) | (7 | )% | ||||||||||
Australia |
27,923 | 27,244 | 679 | (1,881 | ) | 2,560 | 9 | |||||||||||||||||
Brazil |
30,744 | 30,279 | 465 | (1,926 | ) | 2,391 | 8 | |||||||||||||||||
South Africa |
10,264 | 9,535 | 729 | (23 | ) | 752 | 8 | |||||||||||||||||
Canada |
12,237 | 9,952 | 2,285 | (750 | ) | 3,035 | 30 | |||||||||||||||||
Poland |
11,148 | 20,602 | (9,454 | ) | (3,823 | ) | (5,631 | ) | (27 | ) | ||||||||||||||
All Other |
60,980 | 60,409 | 571 | (3,781 | ) | 4,352 | 7 | |||||||||||||||||
Consolidated |
$ | 257,206 | $ | 269,742 | $ | (12,536 | ) | $ | (12,184 | ) | $ | (352 | ) | | % | |||||||||
The decrease in PLP-USA net sales of $7.8 million, or 7%, was due to approximately 80% sales
volume and 20% mix decreases. International net sales in 2009 were unfavorably affected by $12.2
million when converted to U.S. dollars, as a result of a stronger U.S dollar to certain foreign
currencies. The following discussions of international net sales exclude the effect of currency
translation. Australia net sales increased $2.6 million, or 9%, primarily as a result of higher
volume/mix in the energy sales, an increase in BlueSky sales due to BlueSky contributing sales for
the full year of 2009, and an overall strong fourth quarter 2009. Australias net sales were
impacted by a slower economic climate for much of 2009 before a strong fourth quarter 2009. Fourth
quarter 2009 net sales increased primarily due to higher energy sales compared to 2008 coupled with
an increase in BlueSky sales. Brazil net sales increased $2.4 million, or 8%, as a result of energy
sales volume coupled with $.7 million related to the settlement of sales tax related proceedings
with their government. Brazil determined that they paid higher sales related taxes due to the
countrys high index of inflation from 1988-1995. In December 2009, Brazil settled legal
proceedings, receiving $.7 million in refunds. Historically these sales related taxes were an
offset against net sales, and Brazil recorded these tax credits in net sales for December 2009.
South Africa net sales increased $.8 million, or 8%, primarily as a result of increased volume in
energy sales. Canada net sales increased $3 million, or 30%, due to higher sales volume in their
markets. Poland net sales decreased $5.6 million, or 27%, due primarily to Polands economic
downturn in their domestic markets. All Other net sales increased $4.5 million,
22
Table of Contents
or 7%, due to an
increase in sales volume. We continue to see competitive pricing pressures globally as well as a
struggling global economy, which will continue to affect sales and profitability in 2010.
Gross Profit. Gross Profit of $84.8 million for 2009 decreased $2.5 million, or 3%, compared
to 2008. Excluding the effect of currency translation, gross profit increased 2% as summarized in
the following table:
Year ended December 31 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
thousands of dollars | currency | currency | % | |||||||||||||||||||||
2009 | 2008 | Change | translation | translation | change | |||||||||||||||||||
Gross profit |
||||||||||||||||||||||||
PLP-USA |
$ | 33,727 | $ | 35,973 | $ | (2,246 | ) | $ | | $ | (2,246 | ) | (6 | )% | ||||||||||
Australia |
7,703 | 8,534 | (831 | ) | (557 | ) | (274 | ) | (3 | ) | ||||||||||||||
Brazil |
9,170 | 8,193 | 977 | (340 | ) | 1,317 | 16 | |||||||||||||||||
South Africa |
3,878 | 4,271 | (393 | ) | (2 | ) | (391 | ) | (9 | ) | ||||||||||||||
Canada |
5,121 | 4,331 | 790 | (354 | ) | 1,144 | 26 | |||||||||||||||||
Poland |
3,273 | 5,471 | (2,198 | ) | (1,148 | ) | (1,050 | ) | (19 | ) | ||||||||||||||
All Other |
21,896 | 20,494 | 1,402 | (1,443 | ) | 2,845 | 14 | |||||||||||||||||
Consolidated |
$ | 84,768 | $ | 87,267 | $ | (2,499 | ) | $ | (3,844 | ) | $ | 1,345 | 2 | % | ||||||||||
PLP-USA gross profit of $33.7 million decreased by $2.2 million compared to 2008. PLP-USA
gross profit decreased due to lower sales volume partially offset by slightly improved product
margins. The following discussion of international gross profit excludes the effect of currency
translation. The Australia gross profit decrease of $.3 million was the result of $2.1 million
from higher material costs partially offset by higher net sales of $.8 million coupled with an
improvement in manufacturing efficiencies. BlueSky material margins are significantly lower
compared to the rest of the Australia business due to competitive pricing pressure in the
Australian solar market. Brazils gross profit increase of $1.3 million was the result of $.7
million increase in higher sales volume. Contributing to Brazils overall increase in gross profit
of $1.3 million was the $.7 million sales tax related settlement in December 2009 as noted in the
Net Sales discussion. The South Africa gross profit decrease of $.4 million was a result of $.5
million from higher material costs coupled with lower production margins partially offset by an
increase in net sales of $.3 million. Canadas gross profit increase of $1.1 million was a result
of $1.3 million from higher net sales and a $.3 million improvement in manufacturing efficiencies
partially offset by an increase in material costs of $.5 million. Poland gross profit decrease of
$1.1 million was a result of $1.4 million
from lower sales volume coupled with a decrease in production margins of $1 million partially
offset by lower material costs. The increase in All Other gross profit of $2.8 million was
primarily due to a $1.8 million increase from higher net sales coupled with improved production
margins.
23
Table of Contents
Cost and expenses. Cost and expenses for the year ended December 31, 2009 increased
$2 million, or 3%, compared to 2008. Excluding the effect of currency translation, cost and
expenses increased 7% as summarized in the following table:
Year ended December 31 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
thousands of dollars | currency | currency | % | |||||||||||||||||||||
2009 | 2008 | Change | translation | translation | change | |||||||||||||||||||
Costs and expenses |
||||||||||||||||||||||||
PLP-USA |
$ | 33,872 | $ | 33,633 | $ | 239 | $ | | $ | 239 | 1 | % | ||||||||||||
Australia |
8,196 | 6,591 | 1,605 | (224 | ) | 1,829 | 28 | |||||||||||||||||
Brazil |
5,485 | 5,789 | (304 | ) | (548 | ) | 244 | 4 | ||||||||||||||||
South Africa |
1,588 | 1,235 | 353 | (18 | ) | 371 | 30 | |||||||||||||||||
Canada |
1,630 | 1,659 | (29 | ) | (120 | ) | 91 | 5 | ||||||||||||||||
Poland |
2,309 | 2,775 | (466 | ) | (740 | ) | 274 | 10 | ||||||||||||||||
All Other |
12,228 | 11,597 | 631 | (932 | ) | 1,563 | 13 | |||||||||||||||||
Consolidated |
$ | 65,308 | $ | 63,279 | $ | 2,029 | $ | (2,582 | ) | $ | 4,611 | 7 | % | |||||||||||
PLP-USA costs and expenses increased $.2 million primarily due to an increase in employee
related costs of $1.6 million, acquisition related costs of $1.2 million, consulting expenses of
$.6 million, and repairs and maintenance of $.3 million, partially offset by a decrease in
professional fees of $.9 million, travel expenses of $.3 million, and depreciation of $.1 million.
This increase was also offset by a reduction in other operating income (expenses) net due to a
gain on foreign currency translations, gains on sale of capital assets, and an increase in the cash
surrender values of life insurance policies. International cost and expenses for the year ended
December 31, 2009 were favorably impacted by $2.6 million when international costs in local
currency were translated to U.S. dollars compared to 2008. The following discussions of
international costs and expenses exclude the effect of currency translation. Australia costs and
expenses increased $1.8 million primarily due to $.5 million related to having a full year of
BlueSkys costs and expenses in 2009, $.4 million related to Dulmison acquisition related costs, an
increase in personnel related costs and the addition of new employees related to the Dulmison
acquisition. Australia also accrued $1.6 million in December 2009 for employee termination
benefits for certain Dulmison employees related to the Dulmison Australia asset acquisition.
Brazil costs and expenses increased $.2 million primarily due to higher personnel related costs,
consulting expenses, sales commissions, and research and engineering related costs. South Africa
costs and expenses increased $.4 million due to higher personnel related costs, an increase in
advertising, and administrative expenses. Canada costs and expenses increased $.1 million due to
personnel related costs. Poland costs and expenses increased $.3 million due to personnel related
costs and travel expenses. All Other costs and expenses increased $1.6 million primarily due to
personnel related costs, commissions, consulting, and research and engineering costs.
Other income (expense). Other income (expense) for the year ended December 31, 2009 of $10.1
million increased $9.4 million compared to 2008. In 2009, we recorded a $9.1 million gain related
to the acquisition of Dulmison from Tyco Electronics. The acquisition has been accounted for as a
gain on acquisition of business under FASB ASC 805. The purchase price of the acquisition has been
allocated to the net tangible and intangible assets acquired, with the excess of the fair value of
assets acquired over the purchase price recorded as a gain.
Income taxes. Income taxes from continuing operations for the year ended December 31, 2009 of
$6.8 million were $1 million lower than 2008. The effective tax rate on income taxes from
continuing operations was 22.8% and 31.2% in 2009 and 2008, respectively. The 2009 effective tax
rate is lower than the 34% statutory rate primarily due to the gain on acquisition of business not
recognized for tax purposes, increased earnings in jurisdictions with lower tax rates, and a
decrease in unrecognized tax benefits for uncertain tax positions. The 2008 effective tax rate is
lower than the 34% statutory rate primarily due to increased earnings in jurisdictions with lower
tax rates and a decrease in unrecognized tax benefits for uncertain tax positions.
Income from continuing operations, net of tax. As a result of the preceding items, income
from continuing operations, net of tax, for the year ended December 31, 2009, was $22.8 million,
compared to income from continuing operations, net of tax, of $17 million for 2008. Excluding the
effect of currency translation, income from continuing operations, net of tax, increased 40% as
summarized in the following table:
24
Table of Contents
Year ended December 31 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
thousands of dollars | currency | currency | % | |||||||||||||||||||||
2009 | 2008 | Change | translation | translation | change | |||||||||||||||||||
Income from
continuing operations,
net of tax |
||||||||||||||||||||||||
PLP-USA |
$ | 4,352 | $ | 4,877 | $ | (525 | ) | $ | | $ | (525 | ) | (11 | )% | ||||||||||
Australia |
6,212 | 426 | 5,786 | (508 | ) | 6,294 | NM | |||||||||||||||||
Brazil |
2,209 | 1,336 | 873 | 131 | 742 | 56 | ||||||||||||||||||
South Africa |
1,296 | 1,980 | (684 | ) | (3 | ) | (681 | ) | (34 | ) | ||||||||||||||
Canada |
2,038 | 1,537 | 501 | (132 | ) | 633 | 41 | |||||||||||||||||
Poland |
772 | 2,089 | (1,317 | ) | (299 | ) | (1,018 | ) | (49 | ) | ||||||||||||||
All Other |
5,954 | 4,797 | 1,157 | (277 | ) | 1,434 | 30 | |||||||||||||||||
Consolidated |
$ | 22,833 | $ | 17,042 | $ | 5,791 | $ | (1,088 | ) | $ | 6,879 | 40 | % | |||||||||||
NM not meaningful |
PLP-USA income from continuing operations, net of tax, decreased $.5 million as a result of a
$2.4 million decrease in operating income partially offset by the increase in other income of $1.2
million and a decrease in income taxes of $.7 million. The following discussions of international
income from continuing operations, net of tax, exclude the effect of currency translation.
Australia income from continuing operations, net of tax, increased $6.3 million due primarily to
the increase in other income (expense) related to the gain on acquisition of business coupled with
a decrease in income taxes partially offset by a decrease in operating income of $2.1 million.
Brazil income from continuing operations, net of tax, increased $.7 million primarily as a result
of the increase in operating income of $1.1 million partially offset by higher interest expense and
income taxes. South Africa income from continuing operations, net of tax, decreased $.7 million as
a result of the decrease in operating income of $.8 million partially offset by a decrease in
income taxes. Canada income from continuing operations, net of tax, increased $.6 million as a
result of the increase in operating income of $.9 million partially offset by an increase in income
taxes of $.2 million and a decrease in interest income. Poland income from continuing operations,
net of tax, decreased $1 million as a result of a $1.3 million decrease in operating income
partially offset by a decrease in income taxes and interest expense. All Other income from
continuing operations, net of tax, increased $1.4 million primarily as a result of the $1.2 million
increase in operating income coupled with lower income taxes.
25
Table of Contents
2008 Results of Operations compared to 2007
Net Sales. In 2008, net sales were a record $269.7 million, an increase of $36.5 million, or
16%, from 2007 as summarized in the following table:
Year ended December 31 | ||||||||||||||||||||||||
Change | ||||||||||||||||||||||||
due to | ||||||||||||||||||||||||
currency | % | |||||||||||||||||||||||
thousands of dollars | conversion | Net | Net | |||||||||||||||||||||
2008 | 2007 | Change | rate changes | change | change | |||||||||||||||||||
Net sales |
||||||||||||||||||||||||
PLP-USA |
$ | 111,721 | $ | 103,173 | $ | 8,548 | $ | | $ | 8,548 | 8 | % | ||||||||||||
Australia |
27,244 | 29,855 | (2,611 | ) | 878 | (3,489 | ) | (12 | ) | |||||||||||||||
Brazil |
30,279 | 26,236 | 4,043 | 2,684 | 1,359 | 5 | ||||||||||||||||||
South Africa |
9,535 | 8,049 | 1,486 | (1,676 | ) | 3,162 | 39 | |||||||||||||||||
Canada |
9,952 | 10,620 | (668 | ) | 153 | (821 | ) | (8 | ) | |||||||||||||||
Poland |
20,602 | 5,202 | 15,400 | | 15,400 | NM | ||||||||||||||||||
All Other |
60,409 | 50,154 | 10,255 | 1,420 | 8,835 | 18 | ||||||||||||||||||
Consolidated |
$ | 269,742 | $ | 233,289 | $ | 36,453 | $ | 3,459 | $ | 32,994 | 14 | % | ||||||||||||
NM not meaningful |
The increase in PLP-USA net sales of $8.5 million, or 8%, was due primarily to sales volume
increases of $2.2 million and price/mix increases of $5.9 million primarily related to our energy
sales. We anticipate a flat to slight increase in sales in 2009, although we believe PLP-USA sales
for the year may be negatively impacted by a continued declining economy and depressed housing
market. International net sales in 2008 were favorably impacted by $3.5 million when
converted to U.S. dollars, as a result of a weaker U.S. dollar to certain foreign currencies. The
following discussions of international net sales exclude the effect of currency translation.
Australia net sales decreased $3.5 million, or 12%, primarily as a result of lower energy volume
sales compared to 2007. Brazil net sales increased $1.4 million, or 5%, primarily as a result of
increased volume in energy and telecommunication sales. South Africa net sales increased $3.2
million, or 39%, due to increased sales volume in the energy market. Canada net sales decreased
$.8 million, or 8%, due to lower sales volume. Poland net sales of $20.6 million increased $15.4
million due to the inclusion of their results for the entire year ended December 31, 2008, as
compared to the inclusion of only four months in 2007. All Other net sales increased $8.8 million,
or 18%, compared to 2007, primarily due to an increase in energy volume and the inclusion of DPWs
net sales for the entire year ended December 31, 2008 compared to only nine months in 2007. We
continue to see competitive pricing pressures globally as well as a decline in the global economic
markets which will continue to negatively affect sales and profitability in 2009.
26
Table of Contents
Gross Profit. Gross profit of $87.3 million for 2008 increased $9.4 million, or 12%, compared
to 2007 as summarized in the following table:
Year ended December 31 | ||||||||||||||||||||||||
Change | ||||||||||||||||||||||||
due to | ||||||||||||||||||||||||
currency | % | |||||||||||||||||||||||
thousands of dollars | conversion | Net | Net | |||||||||||||||||||||
2008 | 2007 | Change | rate changes | change | change | |||||||||||||||||||
Gross profit |
||||||||||||||||||||||||
PLP-USA |
$ | 35,973 | $ | 33,680 | $ | 2,293 | $ | | $ | 2,293 | 7 | % | ||||||||||||
Australia |
8,534 | 9,911 | (1,377 | ) | 207 | (1,584 | ) | (16 | ) | |||||||||||||||
Brazil |
8,193 | 8,048 | 145 | 473 | (328 | ) | (4 | ) | ||||||||||||||||
South Africa |
4,271 | 3,258 | 1,013 | (668 | ) | 1,681 | 52 | |||||||||||||||||
Canada |
4,331 | 4,812 | (481 | ) | 64 | (545 | ) | (11 | ) | |||||||||||||||
Poland |
5,471 | 828 | 4,643 | | 4,643 | NM | ||||||||||||||||||
All Other |
20,494 | 17,364 | 3,130 | 327 | 2,803 | 16 | ||||||||||||||||||
Consolidated |
$ | 87,267 | $ | 77,901 | $ | 9,366 | $ | 403 | $ | 8,963 | 12 | % | ||||||||||||
NM not meaningful |
PLP-USA gross profit of $36 million for the year ended December 31, 2008 increased $2.3
million, or 7%, compared to 2007. PLP-USA gross profit increased $2.8 million due to higher net
sales, and $2.7 million due to improved manufacturing efficiencies partially offset by higher
material costs of $3.2 million. Excluding the effect of currency conversion, the Australia gross
profit decrease of $1.6 million was a result of $1.2 million lower net sales and $.7 million higher
per unit manufacturing costs. Excluding the effect of currency conversion, the Brazil gross profit
decrease of $.3 million is primarily due to a favorable excess and obsolescence reserve adjustment
of $.6 million included in the year ended December 31, 2007 offset by higher net sales. Excluding
the effect of currency conversion, South Africa gross profit of $4.3 million increased $1.7 million
due primarily to a $1.1 million increase in net sales. Excluding the effect of currency
conversion, Canada gross profit decreased $.5 million, of which $.2 million was related to a
decrease in net sales and $.4 million was related to an increase in material costs offset by
improved manufacturing efficiencies. Our consolidated gross profit increased $4.6 million as a
result of the Poland acquisition in September of 2007. Poland is included for the entire year of
2008 but only for four months in 2007. Excluding the effect of currency conversion, All Other
gross profit increased $2.8 million primarily as a result of increased sales of $8.8 million.
27
Table of Contents
Cost and expenses. Costs and expenses increased $6.5 million, or 12%, compared to 2007 as
summarized in the following table:
Year ended December 31 | ||||||||||||||||||||||||
Change | ||||||||||||||||||||||||
due to | ||||||||||||||||||||||||
currency | % | |||||||||||||||||||||||
thousands of dollars | conversion | Net | Net | |||||||||||||||||||||
2008 | 2007 | Change | rate changes | change | change | |||||||||||||||||||
Costs and expenses |
||||||||||||||||||||||||
PLP-USA |
$ | 33,633 | $ | 31,787 | $ | 1,846 | $ | | $ | 1,846 | 6 | % | ||||||||||||
Australia |
6,591 | 5,819 | 772 | 125 | 647 | 11 | ||||||||||||||||||
Brazil |
5,789 | 4,735 | 1,054 | 339 | 715 | 15 | ||||||||||||||||||
South Africa |
1,235 | 1,270 | (35 | ) | (210 | ) | 175 | 14 | ||||||||||||||||
Canada |
1,659 | 1,586 | 73 | (12 | ) | 85 | 5 | |||||||||||||||||
Poland |
2,775 | 854 | 1,921 | | 1,921 | NM | ||||||||||||||||||
All Other |
11,597 | 10,717 | 880 | 296 | 584 | 5 | ||||||||||||||||||
Consolidated |
$ | 63,279 | $ | 56,768 | $ | 6,511 | $ | 538 | $ | 5,973 | 11 | % | ||||||||||||
NM not meaningful
PLP-USA costs and expenses increased $1.8 million primarily due to increases in personnel
related expenses of $1 million, commissions of $.5 million, product testing expenses of $.3
million, tax compliance expense of $.2 million and an increase in the loss on foreign currency of
$.7 million, partially offset by a $.9 million decrease in sales promotional expense. The
following discussions of international costs and expenses exclude the effect of currency
translation. Australia costs and expenses increased $.6 million due to increased personnel related
costs and consulting fees. Brazil costs and expenses increased $.7 million primarily due to
personnel related expenses. South Africa costs and expenses increased $.2 million primarily due to
increased personnel related expenses and travel costs. Poland costs and expenses increased $1.9
million due to the inclusion of their costs for the entire year ended December 31, 2008 compared to
only four months in 2007. Excluding All Other costs and expenses increased $.6 million primarily
due to a $.2 million increase in personnel related expenses and a $.4 million increase related to
the inclusion of DPWs costs and expenses for the entire year ended December 31, 2008 compared to
only nine months in 2007.
Other income. Other income for the year ended December 31, 2008 of $.8 million increased $.6
million compared to 2007. The primary reason for the increase in other income related to the
discovery of natural gas at PLP-USA located on our corporate headquarters property in Mayfield
Village, Ohio. Production of the natural gas well commenced in May 2008. The increase related to
the natural gas well was offset against a decrease in interest income compared to 2007.
Income taxes. Income taxes from continuing operations for the year ended December 31, 2008 of
$7.7 million were $.2 million higher than 2007. The effective tax rate in 2008 on income taxes
from continuing operations was 31.2% compared to 35.2% in 2007. The 2008 effective tax rate is
lower than the 34% statutory rate primarily due to increased earnings in jurisdictions with lower
tax rates and a decrease in unrecognized tax benefits for uncertain tax positions. The 2007
effective tax rate is higher than the 34% statutory rate primarily due to the increase in the
valuation allowance for foreign net operating losses that may not be utilized.
Income from continuing operations, net of tax. As a result of the preceding items, income
from continuing operations, net of tax, was $17.0 million, or $3.17 per diluted share, compared to
income from continuing operations of $13.8 million, or $2.57 per diluted share for 2007 as
summarized in the following table:
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Year ended December 31 | ||||||||||||||||||||||||
Change | ||||||||||||||||||||||||
due to | ||||||||||||||||||||||||
currency | % | |||||||||||||||||||||||
thousands of dollars | conversion | Net | Net | |||||||||||||||||||||
2008 | 2007 | Change | rate changes | change | change | |||||||||||||||||||
Income from
continuing operations,
net of tax |
||||||||||||||||||||||||
PLP-USA |
4,877 | $ | 4,018 | $ | 859 | $ | | $ | 859 | 21 | % | |||||||||||||
Australia |
426 | 1,736 | (1,310 | ) | (27 | ) | (1,283 | ) | (74 | ) | ||||||||||||||
Brazil |
1,336 | 2,286 | (950 | ) | 63 | (1,013 | ) | (44 | ) | |||||||||||||||
South Africa |
1,980 | 1,185 | 795 | (306 | ) | 1,101 | 93 | |||||||||||||||||
Canada |
1,537 | 1,811 | (274 | ) | 61 | (335 | ) | (18 | ) | |||||||||||||||
Poland |
2,089 | (7 | ) | 2,096 | | 2,096 | NM | |||||||||||||||||
All Other |
4,797 | 2,791 | 2,006 | (20 | ) | 2,026 | 73 | |||||||||||||||||
Consolidated |
$ | 17,042 | $ | 13,820 | $ | 3,222 | $ | (229 | ) | $ | 3,451 | 25 | % | |||||||||||
NM not meaningful |
PLP-USA income from continuing operations, net of tax, of $4.9 million increased $.9 million
compared to 2007 primarily as a result of the $.8 million increase in operating income, an increase
in other income of $.3 million, offset by an increase in income tax expense. Australia income from
continuing operations, net of tax, of $.4 million decreased $1.3 million primarily due to the $2
million decrease in operating income being partially offset by lower other expenses and a reduction
in income taxes of $.6 million. Brazil income from continuing operations, net of tax, of $1.3
million decreased $1 million as a result of the $1.2 million decrease in operating income being
partially offset by lower income taxes. South Africa income from continuing operations, net of tax,
of $2 million increased $.8 million as a result of the $1 million increase in operating profit
being partially offset by a $.2 million increase in income tax expense. Canada income from
continuing operations, net of tax, of $1.5 million decreased $.3 million as a result of the $.5
million decrease in operating income partially offset by a reduction in income tax expense. Poland
income from continuing operations, net of tax, of $2.1 million is a result of $2.7 million in
operating income being partially offset by other expense, income taxes, and minority interest. All
Other income from continuing operations, net of tax, of $4.8 million increased $2 million primarily
as a result of the $2 million increase in operating income and a $.1 million increase in other
income partially offset by a $.1 million increase in income taxes compared to 2007.
Working Capital, Liquidity and Capital Resources
Cash increased $4.2 million for the year ended December 31, 2009. Net cash provided by
operating activities was $29 million. The major investing and financing uses of cash were capital
expenditures of $10.7 million, business acquisitions of $13.2 million, net of cash acquired,
dividends of $4.3 million, offset by net debt borrowings of $.8 million and $.8 million received
from escrow from the sale of SMP.
Net cash provided by operating activities increased $11.7 million compared to 2008 primarily
as a result of an increase in net income of $5.8 million (which includes a non-cash gain on
acquisition of business of $9.1 million), an increase in operating assets (net of operating
liabilities) of $12.9 million partially offset by a decrease in non-cash items of $7 million.
Net cash used in investing activities of $22.7 million represents an increase of $20.3 million
when compared to cash used in investing activities in 2008. In December 2009, we purchased the
Dulmison business from Tyco Electronics for $16 million, including cash acquired from the
acquisition of $4.1 million. We realized a gain of $9.1 million on our purchase of the Dulmison
business. In October 2009, we acquired a 33.1% interest in Proxisafe Ltd. for an initial cash
payment of $.5 million, an entity formed to design and commercialize new industrial safety
equipment. Additional payouts for acquisitions during 2009 consisted of $.8 million related to
DPW. In May 2008, we sold SMP for $11.7 million, net of transaction expenses, with an after-tax
gain of $.8 million and a holdback of $1.5 million held in escrow for a period of one year. Also
in May 2008, we formed a joint venture with BlueSky Energy Pty. Ltd. for an initial cash payment of
$.3 million. Additional payouts for acquisitions
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during 2008 consisted of $.4 million related to DPW and $2.8 million for Belos mostly due to earn
out payments. Capital expenditures increased $.6 million in the year ended December 31, 2009 when
compared to the same period in 2008 due mostly to a building expansion at our Mexican subsidiary.
Cash used in financing activities was $3.2 million compared to $13.1 million in 2008. This
decrease was primarily a result of common shares repurchased of $7.5 million during 2008 and $2.7
million higher debt repayments in 2008 compared to 2009.
We have commitments under operating leases primarily for office and manufacturing space,
transportation equipment, office and computer equipment and capital leases primarily for equipment.
One such lease is for our aircraft with a lease commitment through April 2012. Under the terms of
the lease, we maintain the risk to make up a deficiency from market value attributable to damage,
extraordinary wear and tear, excess air hours or exceeding maintenance overhaul schedules required
by the Federal Aviation Administration. At the present time, we believe our risks, if any, to be
immaterial because the estimated market value of the aircraft approximates its residual value.
Our financial position remains strong and our current ratio at December 31, 2009 was 3.0 to 1
compared to 3.2 to 1 at December 31, 2008. Our current ratio decreased primarily due to increases
in debt, trade payables and accrued expenses related to business acquisitions. At December 31,
2009, our unused balance under our main credit facility was $20 million and our bank debt to equity
percentage was 4%. The revolving credit agreement contains, among other provisions, requirements
for maintaining levels of working capital, net worth and profitability. At December 31, 2009, we
were in compliance with these covenants. On February 5, 2010, we entered into a new revolving
credit agreement of $30 million, carrying interest at LIBOR plus 1.25% with a term expiring January
2013. We believe our future operating cash flows will be more than sufficient to cover debt
repayments, other contractual obligations, capital expenditures and dividends. In addition, we
believe our untapped borrowing capacity, provides substantial financial resources. If we were to
incur significant additional indebtedness, we expect to be able to meet liquidity needs under the
credit facilities. 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.
Contractual obligations and other commercial commitments are summarized in the following
tables:
Payments Due by Period | ||||||||||||||||||||
Less than 1 | After 5 | |||||||||||||||||||
Contractual Obligations | Total | year | 1-3 Years | 4-5 years | years | |||||||||||||||
Thousands of dollars | ||||||||||||||||||||
Notes payable to bank (A) |
$ | 3,303 | $ | 3,303 | $ | | $ | | $ | | ||||||||||
Long-term debt (B) |
4,910 | 1,559 | 2,943 | 408 | | |||||||||||||||
Capital leases |
239 | 105 | 117 | 17 | | |||||||||||||||
Operating leases |
14,776 | 2,264 | 2,379 | 1,133 | 9,000 | |||||||||||||||
Purchase commitments |
3,065 | 3,065 | | | | |||||||||||||||
Pension contribution and other
retirement plans (C) |
| | | | | |||||||||||||||
Income taxes payable, non-current (D) |
| | | | |
Amount of Commitment Expiration by Period | ||||||||||||||||||||
Less than 1 | After 5 | |||||||||||||||||||
Other Commercial Commitments | Total | year | 1-3 years | 4-5 years | years | |||||||||||||||
Thousands of dollars | ||||||||||||||||||||
Letters of credit |
$ | 9,750 | $ | 8,767 | $ | 911 | $ | 72 | $ | | ||||||||||
Guarantees |
2,566 | 2,496 | 70 | | |
(A) | Interest on short-term debt is included in the table at an interest rate of 4.2% in effect at December 31, 2009. | |
(B) | Interest on long-term debt is included in the table at interest rates from .7% to 6.8% based on the variable interest rates in effect at December 31, 2009. | |
(C) | Amount represents the expected contribution to the Companys defined benefit pension plan in 2009. Future |
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expected amounts have not been disclosed as such amounts are subject to change based on performance
of the assets in the plan as well as the discount rate used to determine the obligation. At
December 31, 2009, the Companys unfunded contractual obligation was $8.7 million. The Companys
Supplemental Profit Sharing Plan accrued liability at December 31, 2009 was $1.7 million. Future
expected amounts have not been disclosed as the Company is unable to estimate the years in which
benefit payments may occur. |
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based
upon the consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the U.S. The preparation of these consolidated financial
statements requires us to make estimates and judgments that affect the reported amount of assets
and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities
at the date of the consolidated financial statements. Actual results may differ from these
estimates under different assumptions or conditions.
Critical accounting policies are defined as those that are reflective of significant judgment
and uncertainties, and potentially may result in materially different outcomes under different
assumptions and conditions.
Sales Recognition
We record sales when products are shipped and the title and risk of loss has passed to
unaffiliated customers. Revenue related to shipping and handling costs billed-to customers are
included in net sales and the related shipping and handling costs are included in cost of products
sold.
Receivable Allowances
Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts for estimated losses resulting from the
inability of our customers to make required payments. We record estimated allowances for
uncollectible accounts receivable based upon the number of days the accounts are past due, the
current business environment, and specific information such as bankruptcy or liquidity issues of
customers. If the financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be required. During 2009,
we recorded a provision for doubtful accounts of $.3 million. The allowance for doubtful accounts
represents approximately 2% of our trade receivable at December 31, 2009 and 1% of our trade
receivable at December 31, 2008.
Reserve for credit memos
We maintain an allowance for future sales credits related to sales recorded during the year.
Our estimated allowance is based on historical sales credits issued in the subsequent year related
to the prior year and any significant open return good authorizations as of the balance sheet date.
Our allowance is updated on a quarterly basis. The reserve for out of period credits represents
less than 1% of our trade receivables at December 31, 2009 and approximately 1% of our trade
receivables at December 31, 2008.
Excess and Obsolescence Reserves
We provide excess and obsolescence reserves to state inventories at the lower of cost or
estimated market value. We identify inventory items which have had no usage or are in excess of
the usages over the historical 12 to 36 months. A management team with representatives from
marketing, manufacturing, engineering and finance reviews these inventory items, determines the
disposition of the inventory and assesses the estimated market value based on their knowledge of
the product and market conditions. These conditions include, among other things, future demand for
product, product utility, unique customer order patterns or unique raw material purchase patterns,
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changes in customer and quality issues. At December 31, 2009 and 2008, the allowance for
excess and obsolete inventory was 8% and 5% of gross inventory. If the impact of market conditions
worsens from those projected by management, additional inventory write-downs may be necessary.
Impairment of Long-Lived Assets
We record impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the discounted cash flows estimated to
be generated by those assets are less than the carrying value of those items. Our cash flows are
based on historical results adjusted to reflect the best estimate of future market and operating
conditions. The net carrying value of assets not recoverable is then reduced to fair value. The
estimates of fair value represent the best estimate based on industry trends and reference to
market rates and transactions.
Goodwill
We perform our annual impairment test for goodwill and intangibles with indefinite lives
utilizing a discounted cash flow methodology, market comparables, and an overall market
capitalization reasonableness test in computing fair value by reporting unit. We then compare the
fair value of the reporting unit with its carrying value to assess if goodwill and other indefinite
life intangibles have 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 changed. However, we believe that the methodologies and weightings used are
reasonable and result in appropriate fair values of the reporting units.
Our measurement date for our annual impairment test is January 1 of each year. We perform
interim impairment tests if trigger events or changes in circumstances indicate the carrying amount
may be impaired. There were no trigger events during 2009 and as such, only an annual impairment
test was performed.
Deferred Tax Assets
Deferred taxes are recognized at currently enacted tax rates for temporary differences between
the financial reporting and income tax bases of assets and liabilities and operating loss and tax
credit carryforwards. We established a valuation allowance to record our deferred tax assets at an
amount that is more likely than not to be realized. In the event we were to determine that we
would be able to realize our deferred tax assets in the future in excess of their recorded amount,
an adjustment to the valuation allowance would increase income in the period such determination was
made. Likewise, should we determine that we would not be able to realize all or part of our net
deferred tax assets in the future, an adjustment to the valuation allowance would be charged to
expense in the period such determination was made.
Uncertain Tax Positions
We identify tax positions taken on the federal, state, local and foreign income tax returns
filed or to be filed. A tax position can include: a reduction in taxable income reported in a
previously filed tax return or expected to be reported on a future tax return that impacts the
measurement of current or deferred income tax assets or liabilities in the period being reported;
a decision not to file a tax return; an allocation or a shift of income between jurisdictions; the
characterization of income or a decision to exclude reporting taxable income in a tax return; or a
decision to classify a transaction, entity or other position in a tax return as tax exempt. We
determine whether a tax position is an uncertain or a routine business transaction tax position
that is more-likely-than-not to be sustained at the full amount upon examination.
Under ASC 740 (formerly FIN 48), tax benefits from uncertain tax positions that reduce our
current or future income tax liability, are reported in our financial statements only to the extent
that each benefit was recognized and measured under a two step approach. The first step requires
us to assess whether each tax position based on its technical merits and facts and circumstances as
of the reporting date, is more-likely-than-not to be sustained upon examination. The second step
measures the amount of tax benefit that we recognize in the financial statements, based on a
cumulative probability approach. A tax position that meets the more-likely-than-not threshold that
is not highly certain is measured based on the largest amount of benefit that is greater than 50%
likely
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of being realized upon ultimate settlement with the tax authority, assuming that the tax authority
has examined the position and has full knowledge of all relevant information.
ASC 740 requires subjectivity of judgments to identify outcomes and to assign probability in
order to estimate the settlement amount. We provide estimates in order to determine settlement
amounts. During the year ended December 31, 2009, we recognized a benefit of $.6 million of
uncertain tax positions. At December 31, 2009, the total reserve for uncertain tax positions and
related interest is $1.3 million.
Pensions
We record obligations and expenses related to pension benefit plans based on actuarial
valuations, which include key assumptions on discount rates, expected returns on plan assets and
compensation increases. These actuarial assumptions are reviewed annually and modified as
appropriate. The effect of modifications is generally recorded or amortized over future periods.
The discount rate of 6.0% at December 31, 2009 reflects an analysis of yield curves as of the end
of the year and the schedule of expected cash needs of the plan. The expected long-term return on
plan assets of 8.0% reflects the plans historical returns and represents our best estimate of the
likely future returns on the plans asset mix. We believe the assumptions used in recording
obligations under the plans are reasonable based on prior experience, market conditions and the
advice of plan actuaries. However, an increase in the discount rate would decrease the plan
obligations and the net periodic benefit cost, while a decrease in the discount rate would increase
the plan obligations and the net periodic benefit cost. In addition, an increase in the expected
long-term return on plan assets would decrease the net periodic pension cost, while a decrease in
expected long-term return on plan assets would increase the net periodic pension cost.
Recently Adopted Accounting Pronouncements
In December 2008, the FASB issued an accounting standard regarding a companys
disclosures about postretirement benefit plan assets. This standard requires additional disclosures
about plan assets for sponsors of defined benefit pension and postretirement plans including
expanded information regarding investment strategies, major categories of plan assets, and
concentrations of risk within plan assets. Additionally, this standard requires disclosures
similar to those required for fair value measurements and disclosures under ASC 820 with respect to
the fair value of plan assets such as the inputs and valuation techniques used to measure fair
value and information with respect to classification of plan assets in terms of the hierarchy of
the source of information used to determine their value. The disclosures under this standard are
required beginning with the annual period ended December 31, 2009. The additional disclosures are
included in Note C in the Notes To Consolidated Financial Statements.
The FASB issued a standard in June 2009 that established the FASB ASC that amended the
hierarchy of U.S. generally accepted accounting principles (GAAP). The ASC became the single source
of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules
and interpretive releases of the Securities and Exchange Commission (SEC) under authority of
federal securities laws are also sources of authoritative GAAP for SEC registrants. The
Codification does not change US GAAP, but is intended to simplify user access to all authoritative
U.S. GAAP by providing all the authoritative literature related to a particular topic in one place.
Following this statement, the Codification will supersede all then-existing non-SEC accounting and
reporting standards. The FASB will no longer issue new standards in the form of Statements, FASB
Staff Positions or Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting
Standards Updates (ASU). All other non-grandfathered non-SEC accounting literature not included in
the Codification will become non authoritative. We adopted this standard effective as of September
30, 2009. The adoption did not impact our financial condition, results of operations, or cash flow,
however, throughout the notes to the consolidated financial statements references that were
previously made to various former authoritative U.S. GAAP pronouncements have been changed to
coincide with the appropriate section of the ASC.
In December 2007, the FASB issued a new business combinations standard codified within ASC
805, Business Combinations (ASC 805). ASC 805 revises the principles and requirements for how
the acquirer recognizes and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired in a
business combination or gain from a bargain purchase. ASC 805 also revises the principles and
requirements for how the acquirer determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination. This
topic became effective for us as of January 1, 2009. The adoption of ASC 805 had a significant
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impact due to the recent acquisition of Dulmison (see Note M) and will impact our consolidated
financial statements to the extent we enter into future business acquisitions.
In December 2007, the FASB adopted ASC 810, consolidation requirements for reporting
noncontrolling interests in financial statements. This standard establishes accounting and
reporting for the noncontrolling interest in a subsidiary and for deconsolidation of a subsidiary.
It also amends certain consolidation procedures for consistency with the requirements of ASC 805.
This topic became effective on January 1, 2009 and is applied prospectively to future business
combinations. The impact to the Company is the retroactive presentation and disclosure
requirements for all periods presented on the Companys consolidated financial statements of
noncontrolling interests.
On January 1, 2009, we adopted updated guidance included in ASC 805. This guidance amends and
clarifies the initial recognition and measurement, subsequent measurement and accounting and
related disclosures of assets and liabilities arising from contingencies in a business combination.
The adoption of this guidance did not impact our consolidated financial statements.
In May 2009, the FASB amended ASC Topic 855, Subsequent Events (ASC 855), which amended
principles and requirements for subsequent events. ASC 855 details the period after the balance
sheet date during which the Company should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the circumstances under which the
Company should recognize events or transactions occurring after the balance sheet date in its
financial statements and the required disclosures for such events. ASC 855 is effective for interim
or annual reporting periods ending after June 15, 2009. These amendments did not have an impact on
our financial condition, results of operations, or cash flows.
In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, Measuring
Liabilities at Fair Value (ASU 2009-05). This update provides amendments to ASC Topic 820-10 for
the fair value measurement of liabilities when a quoted price in an active market is not available.
The adoption of ASU 2009-05 did not have a material effect on our financial condition, results of
operations, or cash flow.
Recently Issued Accounting Pronouncements
In June 2009, the FASB updated guidance included in FASB ASC 810-10, related to the
consolidation of variable interest entities. This guidance will require ongoing reassessments of
whether an enterprise is the primary beneficiary of a variable interest entity. In addition, this
updated guidance amends the quantitative approach for determing the primary beneficiary of a
variable interest entity. ASC 810-10 amends certain guidance for determining whether an entity is
a variable interest entity and adds additional reconsideration events for determining whether an
entity is a variable interest entity. Further, this guidance requires enhanced disclosures that
will provide users of financial statements with more transparent information about an enterprises
involvement in a variable interest entity. This updated guidance is effective as of the beginning
of the first annual reporting period and interim reporting periods that begin after November 15,
2009. This adoption of this guidance is not expected to have an impact on the consolidated
financial statements.
In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Revenue Recognition
(Topic 605): Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues
Task Force (ASU 2009-13). ASU 2009-13 addresses the accounting for sales arrangements that include
multiple products or services by revising the criteria for when deliverables may be accounted for
separately rather than as a combined unit. Specifically, this guidance establishes a selling price
hierarchy for determining the selling price of a deliverable, which is necessary to separately
account for each product or service. This hierarchy provides more options for establishing selling
price than existing guidance. ASU 2009-13 is required to be applied prospectively to new or
materially modified revenue arrangements in fiscal years beginning on or after June 15, 2010. Early
adoption is permitted. We are currently evaluating the effect the adoption of ASU 2009-13 will have
on our financial position, results of operations, cash flows, and related disclosures; however no
significant effect is expected.
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Item 7A. 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 Companys 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 the political and economic risks related to the
Companys international operations are mitigated due to the stability of the countries in which the
Companys largest international operations are located.
The Company had no derivative instruments outstanding at December 31, 2009. The Company does
not hold derivatives for trading purposes.
The Company is exposed to market risk, including changes in interest rates. The Company is
subject to interest rate risk on its variable rate revolving credit facilities and term notes,
which consisted of borrowings of $7.6 million at December 31, 2009. A 100 basis point increase in
the interest rate would have resulted in an increase in interest expense of approximately $.1
million for the year ended December 31, 2009.
The Companys primary currency rate exposures are related to foreign denominated debt,
intercompany debt, forward exchange contracts, foreign denominated receivables and cash and
short-term investments. A hypothetical 10% change in currency rates would have a
favorable/unfavorable impact on fair values of $3.4 million and on income before tax of less than
$.1 million.
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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
of Preformed Line Products Company
of Preformed Line Products Company
We have audited the accompanying consolidated balance sheets of Preformed Line Products Company as
of December 31, 2009 and 2008, and the related statements of consolidated income, cash flows, and
shareholders equity for the years then ended. Our audits also included the financial statement
schedule for the years ended December 31, 2009 and 2008 listed in the Index at Item 15(a). These
financial statements and schedule are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Preformed Line Products Company at December 31,
2009 and 2008, and the consolidated results of its operations and its cash flows for the years then
ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the
related financial statement schedule for the years ended December 31, 2009 and 2008, when
considered in relation to the basic financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
As discussed in Note B to the financial statements, in 2009 the Company changed its method of
computing depreciation from an accelerated method to a straight-line method for the Companys
assets in the United States. Also, as discussed in Note A to the financial statements, in 2009 the
Company changed its method of accounting for business combinations and noncontrolling interests.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Preformed Line Products Companys internal control over financial reporting
as of December 31, 2009, based on criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
March 15, 2010 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Cleveland, Ohio
March 15, 2010
March 15, 2010
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Preformed Line Products Company
Preformed Line Products Company
We have audited the accompanying consolidated statements of income, shareholders equity and cash
flows of Preformed Line Products Company and subsidiaries (the Company) for the year ended
December 31, 2007. Our audit also included the consolidated financial statement schedule for the
year ended December 31, 2007 listed in the Index at Item 15(a). The financial statements and
financial statement schedule are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements and financial statement
schedule based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such 2007 consolidated financial statements of Preformed Line Products Company and
subsidiaries present fairly, in all material respects, the results of their operations and their
cash flows for the year ended December 31, 2007, in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such 2007 consolidated financial
statement schedule, when considered in relation to the basic 2007 consolidated financial statements
taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note N to the consolidated financial statements, the accompanying 2007 financial
statements and related disclosures have been retrospectively adjusted for discontinued operations
and a change in the composition of reportable segments.
As discussed in Note A to the consolidated financial statements, on January 1, 2009, the Company
changed its method of accounting for noncontrolling interests and retrospectively adjusted all
periods presented in the consolidated financial statements.
/s/ Deloitte & Touche LLP
Cleveland, Ohio
April 4, 2008
April 4, 2008
(March 13, 2009 as to Notes N and K)
(March 15, 2010 as to Note A)
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PREFORMED LINE PRODUCTS COMPANY
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS
December 31 | ||||||||
2009 | 2008 | |||||||
(Thousands of dollars, except share | ||||||||
and per share data) | ||||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 24,097 | $ | 19,869 | ||||
Accounts receivable, less allowances of $995 ($972 in 2008) |
49,245 | 36,899 | ||||||
Inventories net |
56,036 | 48,412 | ||||||
Deferred income taxes |
3,256 | 2,786 | ||||||
Prepaids |
4,263 | 1,313 | ||||||
Other current assets |
2,062 | 3,391 | ||||||
TOTAL CURRENT ASSETS |
138,959 | 112,670 | ||||||
Property and equipment net |
67,766 | 55,940 | ||||||
Patents and other intangibles net |
8,087 | 3,858 | ||||||
Goodwill |
6,925 | 5,520 | ||||||
Deferred income taxes |
4,358 | 6,943 | ||||||
Other assets |
9,277 | 5,944 | ||||||
TOTAL ASSETS |
$ | 235,372 | $ | 190,875 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Notes payable to banks |
$ | 3,181 | $ | 3,101 | ||||
Current portion of long-term debt |
1,330 | 494 | ||||||
Trade accounts payable |
18,764 | 14,632 | ||||||
Accrued compensation and amounts withheld from employees |
8,345 | 6,606 | ||||||
Accrued expenses and other liabilities |
8,375 | 4,574 | ||||||
Accrued profit-sharing and other benefits |
3,890 | 3,687 | ||||||
Dividends payable |
1,076 | 1,054 | ||||||
Income taxes payable and deferred income taxes |
1,379 | 1,100 | ||||||
TOTAL CURRENT LIABILITIES |
46,340 | 35,248 | ||||||
Long-term debt, less current portion |
3,099 | 2,653 | ||||||
Unfunded pension obligation |
8,678 | 11,303 | ||||||
Income taxes payable, noncurrent |
1,898 | 1,405 | ||||||
Deferred income taxes |
1,515 | 725 | ||||||
Other noncurrent liabilities |
3,021 | 2,540 | ||||||
SHAREHOLDERS EQUITY |
||||||||
PLPC Shareholders equity: |
||||||||
Common stock $2 par value per share, 15,000,000 shares authorized, 5,248,298 and 5,223,830 issued and outstanding, net of 554,059 and 551,059 treasury shares at par, respectively |
10,497 | 10,448 | ||||||
Paid in capital |
5,885 | 3,704 | ||||||
Retained earnings |
165,953 | 146,624 | ||||||
Accumulated other comprehensive loss |
(11,369 | ) | (24,511 | ) | ||||
TOTAL PLPC SHAREHOLDERS EQUITY |
170,966 | 136,265 | ||||||
Noncontrolling interest |
(145 | ) | 736 | |||||
TOTAL SHAREHOLDERS EQUITY |
170,821 | 137,001 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 235,372 | $ | 190,875 | ||||
See notes to consolidated financial statements.
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PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED INCOME
STATEMENTS OF CONSOLIDATED INCOME
Year ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(Thousands of dollars, except share and per share data) | ||||||||||||
Net sales |
$ | 257,206 | $ | 269,742 | $ | 233,289 | ||||||
Cost of products sold |
172,438 | 182,475 | 155,388 | |||||||||
GROSS PROFIT |
84,768 | 87,267 | 77,901 | |||||||||
Costs and expenses |
||||||||||||
Selling |
22,702 | 23,555 | 22,623 | |||||||||
General and administrative |
33,993 | 30,014 | 26,416 | |||||||||
Research and engineering |
9,216 | 8,870 | 7,192 | |||||||||
Other operating (income) expenses net |
(603 | ) | 840 | 338 | ||||||||
Goodwill impairment |
| | 199 | |||||||||
65,308 | 63,279 | 56,768 | ||||||||||
OPERATING INCOME |
19,460 | 23,988 | 21,133 | |||||||||
Other income (expense) |
||||||||||||
Gain on acquisition of business |
9,087 | | | |||||||||
Interest income |
380 | 846 | 1,088 | |||||||||
Interest expense |
(523 | ) | (544 | ) | (595 | ) | ||||||
Other income (expense) |
1,189 | 470 | (305 | ) | ||||||||
10,133 | 772 | 188 | ||||||||||
INCOME BEFORE INCOME TAXES AND
DISCONTINUED OPERATIONS |
29,593 | 24,760 | 21,321 | |||||||||
Income taxes |
6,760 | 7,718 | 7,501 | |||||||||
INCOME FROM CONTINUING OPERATIONS,
NET OF TAX |
22,833 | 17,042 | 13,820 | |||||||||
Income from discontinued operations, net of tax |
| 869 | 393 | |||||||||
NET INCOME |
22,833 | 17,911 | 14,213 | |||||||||
Net income (loss) attributable to noncontrolling
interest, net of tax |
(524 | ) | 288 | 54 | ||||||||
NET INCOME ATTRIBUTABLE TO PLPC |
$ | 23,357 | $ | 17,623 | $ | 14,159 | ||||||
BASIC EARNINGS PER SHARE |
||||||||||||
Income per share from continuing operations attributable to PLPC common shareholders |
$ | 4.46 | $ | 3.17 | $ | 2.57 | ||||||
Discontinued operations attributable to PLPC common shareholders |
$ | | $ | 0.17 | $ | 0.07 | ||||||
Net income attributable to PLPC common shareholders |
$ | 4.46 | $ | 3.34 | $ | 2.64 | ||||||
DILUTED EARNINGS PER SHARE |
||||||||||||
Income per share from continuing operations attributable to PLPC shareholders |
$ | 4.35 | $ | 3.14 | $ | 2.54 | ||||||
Discontinued operations attributable to PLPC common shareholders |
$ | | $ | 0.16 | $ | 0.07 | ||||||
Net income attributable to PLPC common shareholders |
$ | 4.35 | $ | 3.30 | $ | 2.61 | ||||||
Cash dividends declared per share |
$ | 0.80 | $ | 0.80 | $ | 0.80 | ||||||
Weighted-average number of shares outstanding basic |
5,232 | 5,279 | 5,372 | |||||||||
Weighted-average number of shares outstanding diluted |
5,366 | 5,339 | 5,416 | |||||||||
Amount attributable to PLPC common shareholders |
||||||||||||
Income from continuing operations, net of tax |
$ | 23,357 | $ | 16,754 | $ | 13,766 | ||||||
Discontinued operations, net of tax |
| 869 | 393 | |||||||||
Net Income |
$ | 23,357 | $ | 17,623 | $ | 14,159 | ||||||
See notes to consolidated financial statements. |
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PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED CASH FLOWS
STATEMENTS OF CONSOLIDATED CASH FLOWS
Year ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(Thousands of dollars) | ||||||||||||
OPERATING ACTIVITIES |
||||||||||||
Net income |
$ | 22,833 | $ | 17,911 | $ | 14,213 | ||||||
Less: income from discontinued operations |
| 869 | 393 | |||||||||
Income from continuing operations |
22,833 | 17,042 | 13,820 | |||||||||
Adjustments to reconcile net income to net cash provided by operations: |
||||||||||||
Depreciation and amortization |
7,249 | 8,549 | 7,414 | |||||||||
Provision for accounts receivable allowances |
546 | 586 | 938 | |||||||||
Provision for inventory reserves |
2,395 | 1,161 | 22 | |||||||||
Deferred income taxes |
682 | (845 | ) | (326 | ) | |||||||
Share-based compensation expense |
1,962 | 507 | 237 | |||||||||
Excess tax benefits from share-based awards |
(122 | ) | (56 | ) | (253 | ) | ||||||
Goodwill impairment |
| | 199 | |||||||||
Net investment in life insurance |
(489 | ) | 50 | (18 | ) | |||||||
Gain on acquisition of business |
(9,087 | ) | | | ||||||||
Other net |
(232 | ) | (41 | ) | 69 | |||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
(594 | ) | (4,603 | ) | (4,871 | ) | ||||||
Inventories |
922 | (9,499 | ) | (4,972 | ) | |||||||
Trade accounts payables and accrued liabilities |
3,750 | 5,663 | 3,100 | |||||||||
Income taxes payable |
781 | (2,251 | ) | (551 | ) | |||||||
Other net |
(1,581 | ) | 1,048 | 114 | ||||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
29,015 | 17,311 | 14,922 | |||||||||
INVESTING ACTIVITIES |
||||||||||||
Capital expenditures |
(10,667 | ) | (10,011 | ) | (9,231 | ) | ||||||
Business acquisitions, net of cash acquired |
(13,199 | ) | (3,839 | ) | (8,438 | ) | ||||||
Proceeds from the sale of discontinued operations |
750 | 11,105 | | |||||||||
Proceeds from the sale of property and equipment |
422 | 333 | 548 | |||||||||
Proceeds on life insurance |
3,082 | | | |||||||||
Payments on life insurance |
(3,082 | ) | | (149 | ) | |||||||
NET CASH USED IN INVESTING ACTIVITIES |
(22,694 | ) | (2,412 | ) | (17,270 | ) | ||||||
FINANCING ACTIVITIES |
||||||||||||
Increase (decrease) in notes payable to banks |
| (486 | ) | (528 | ) | |||||||
Proceeds from the issuance of long-term debt |
1,330 | 6,984 | 1,379 | |||||||||
Payments of long-term debt |
(529 | ) | (8,363 | ) | (1,456 | ) | ||||||
Dividends paid |
(4,271 | ) | (4,247 | ) | (4,295 | ) | ||||||
Excess tax benefits from share-based awards |
122 | 56 | 253 | |||||||||
Proceeds from issuance of common shares |
352 | 452 | 735 | |||||||||
Purchase of common shares for treasury |
(168 | ) | (7,457 | ) | (651 | ) | ||||||
NET CASH USED IN FINANCING ACTIVITIES |
(3,164 | ) | (13,061 | ) | (4,563 | ) | ||||||
Effects of exchange rate changes on cash and cash equivalents |
1,071 | (4,551 | ) | 1,014 | ||||||||
Net increase (decrease) in cash and cash equivalents |
4,228 | (2,713 | ) | (5,897 | ) | |||||||
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATIONS |
||||||||||||
Operating cash flows |
| 958 | (252 | ) | ||||||||
Investing cash flows |
| (1,768 | ) | (408 | ) | |||||||
NET CASH USED IN DISCONTINUED OPERATIONS |
| (810 | ) | (660 | ) | |||||||
Cash and cash equivalents at beginning of year |
19,869 | 23,392 | 29,949 | |||||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR |
$ | 24,097 | $ | 19,869 | $ | 23,392 | ||||||
See notes to consolidated financial statements.
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PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED SHAREHOLDERS EQUITY
STATEMENTS OF CONSOLIDATED SHAREHOLDERS EQUITY
Accumulated Other | ||||||||||||||||||||||||||||
Comprehensive Income (Loss) | ||||||||||||||||||||||||||||
Additional | Cumulative | Unrecognized | ||||||||||||||||||||||||||
Common | Paid in | Retained | Translation | Pension | Non-controlling | |||||||||||||||||||||||
Shares | Capital | Earnings | Adjustment | Benefit Cost | interests | Total | ||||||||||||||||||||||
(In thousands, except share and per share data) | ||||||||||||||||||||||||||||
Balance at January 1, 2007 |
$ | 10,721 | $ | 1,562 | $ | 131,949 | $ | (10,758 | ) | $ | (2,326 | ) | $ | | $ | 131,148 | ||||||||||||
Noncontrolling interest of business acquisition |
850 | 850 | ||||||||||||||||||||||||||
Net income |
14,159 | 54 | 14,213 | |||||||||||||||||||||||||
Foreign currency translation adjustment |
7,910 | 7,910 | ||||||||||||||||||||||||||
Recognized net acturial loss net
of tax provision of $39 |
66 | 66 | ||||||||||||||||||||||||||
Gain on unfunded pension obligations
net of tax provision of $597 |
1,008 | 1,008 | ||||||||||||||||||||||||||
Total comprehensive income |
23,197 | |||||||||||||||||||||||||||
Cumulative effect adjustment to initially
apply SFAS 158, net of tax
benefit of $1,355 |
(845 | ) | (845 | ) | ||||||||||||||||||||||||
Share-based compensation |
237 | 237 | ||||||||||||||||||||||||||
Excess tax benefits from share-based awards |
253 | 253 | ||||||||||||||||||||||||||
Purchase of 13,022 common shares |
(26 | ) | (625 | ) | (651 | ) | ||||||||||||||||||||||
Issuance of 33,719 common shares |
67 | 668 | 735 | |||||||||||||||||||||||||
Cash dividends declared $.80 per share |
(4,299 | ) | (4,299 | ) | ||||||||||||||||||||||||
Balance at December 31, 2007 |
10,762 | 2,720 | 140,339 | (2,848 | ) | (1,252 | ) | 904 | 150,625 | |||||||||||||||||||
Noncontrolling interest of business acquisition |
234 | 234 | ||||||||||||||||||||||||||
Net income |
16,984 | 288 | 17,272 | |||||||||||||||||||||||||
Acquisition of noncontrolling interest |
639 | (639 | ) | | ||||||||||||||||||||||||
Foreign currency translation adjustment |
(15,419 | ) | (51 | ) | (15,470 | ) | ||||||||||||||||||||||
Recognized net acturial loss net
of tax provision of $23 |
39 | 39 | ||||||||||||||||||||||||||
Loss on unfunded pension
obligations net of tax benefit of $2,942 |
(5,031 | ) | (5,031 | ) | ||||||||||||||||||||||||
Total comprehensive income |
(3,190 | ) | ||||||||||||||||||||||||||
Share-based compensation |
507 | (18 | ) | 489 | ||||||||||||||||||||||||
Excess tax benefits from stock based awards |
56 | 56 | ||||||||||||||||||||||||||
Purchase of 172,726 common shares |
(345 | ) | (7,112 | ) | (7,457 | ) | ||||||||||||||||||||||
Issuance of 15,600 common shares |
31 | 421 | 452 | |||||||||||||||||||||||||
Cash dividends declared $.80 per share |
(4,208 | ) | (4,208 | ) | ||||||||||||||||||||||||
Balance at December 31, 2008 |
10,448 | 3,704 | 146,624 | (18,267 | ) | (6,244 | ) | 736 | 137,001 | |||||||||||||||||||
Net income |
23,357 | (524 | ) | 22,833 | ||||||||||||||||||||||||
Acquisition of noncontrolling interest |
(200 | ) | 364 | (364 | ) | (200 | ) | |||||||||||||||||||||
Foreign currency translation adjustment |
11,679 | 7 | 11,686 | |||||||||||||||||||||||||
Recognized net actuarial loss net
of tax provision of $207 |
355 | 355 | ||||||||||||||||||||||||||
Gain on unfunded pension
obligations net of tax benefit of $646 |
1,108 | 1,108 | ||||||||||||||||||||||||||
Total comprehensive income |
35,782 | |||||||||||||||||||||||||||
Share-based compensation |
1,962 | (103 | ) | 1,859 | ||||||||||||||||||||||||
Excess tax benefits from stock based awards |
122 | 122 | ||||||||||||||||||||||||||
Purchase of 3,000 common shares |
(6 | ) | (99 | ) | (105 | ) | ||||||||||||||||||||||
Issuance of 27,468 common shares |
55 | 297 | 352 | |||||||||||||||||||||||||
Cash dividends declared $.80 per share |
(4,190 | ) | (4,190 | ) | ||||||||||||||||||||||||
Balance at December 31, 2009 |
$ | 10,497 | $ | 5,885 | $ | 165,953 | $ | (6,588 | ) | $ | (4,781 | ) | $ | (145 | ) | $ | 170,821 | |||||||||||
See notes to consolidated financial statements.
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PREFORMED LINE PRODUCTS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tables in thousands of dollars, except share and per share data, unless specifically noted)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tables in thousands of dollars, except share and per share data, unless specifically noted)
Note A Significant Accounting Policies
Nature of Operations
Preformed Line Products Company and subsidiaries (the Company) is a designer and
manufacturer of products and systems employed in the construction and maintenance of overhead and
underground networks for the energy, telecommunication, cable operators, data communication and
other similar industries. The Companys primary products support, protect, connect, terminate and
secure cables and wires. The Company also provides solar hardware systems and mounting hardware
for a variety of solar power applications. The Companys customers include public and private
energy utilities and communication companies, cable operators, financial institutions, governmental
agencies, contractors and subcontractors, distributors and value-added resellers. The Company
serves its worldwide markets through strategically located domestic and international manufacturing
facilities.
Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries
where ownership is greater than 50%. All intercompany accounts and transactions have been
eliminated upon consolidation.
Noncontrolling Interests
During 2009, the Company acquired an additional 4.09% of Belos SA (Belos), a Polish company,
for a total ownership interest of 96.13% of the issue and outstanding shares of Belos. During
2008, the Company entered into a Joint Venture agreement to form a joint venture between the
Companys Australian subsidiary, Preformed Line Products Australia Pty Ltd and BlueSky Energy Pty
Ltd. The Company includes Belos and the BlueSky joint venture accounts in its consolidated
financial statements, and the noncontrolling interests in Belos and BlueSky income and net assets
are reported in the Noncontrolling Interests lines of the Statements of Consolidated Income and the
Consolidated Balance Sheets, respectively.
Investments in Foreign Joint Ventures
Investments in joint ventures, where the Company owns between 20% and 50%, or where the
Company does not have control but has the ability to exercise significant influence over operations
or financial policies, are accounted for by the equity method. During 2009, the Company acquired
a 33.3% investment in Proxisafe Ltd., located in Calgary, Alberta. The Company accounts for its
joint venture interest in Proxisafe accounts using the equity method.
Cash and Cash Equivalents
Cash equivalents are stated at fair value and consist of highly liquid investments with
original maturities of twelve months or less at the time of acquisition.
Receivable Allowances
The Company maintains an allowance for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. The allowances for uncollectible accounts
receivable is based upon the number of days the accounts are past due, the current business
environment, and specific information such as bankruptcy or liquidity issues of customers. The
Company also maintains an allowance for sales returns related to sales recorded during the year.
The estimated allowance is based on historical sales returns in the subsequent year related to the
prior year and any significant open return good authorizations as of the balance sheet date.
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Inventories
The Company uses the last-in, first-out (LIFO) method of determining cost for the majority of
its material portion of inventories in PLP-USA. All other inventories are determined by the
first-in, first-out (FIFO) or average cost methods. Inventories are carried at the lower of cost
or market.
Fair Value of Financial Instruments
Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) 825,
Disclosures about Fair Value of Financial Instruments, requires disclosures of the fair value of
financial instruments. The carrying value of the Companys current financial instruments, which
include cash and cash equivalents, accounts receivable, accounts payable and short-term debt,
approximates its fair value because of the short-term maturity of these instruments. At December
31, 2009, the fair value of the Companys long-term debt was estimated using discounted cash flows
analysis, based on the Companys current incremental borrowing rates for similar types of borrowing
arrangements. Based on the analysis performed, the carrying value of the Companys long-term debt
approximates fair value at December 31, 2009.
Property, Plant and Equipment and Depreciation
Property, plant, and equipment is recorded at cost. Depreciation for the domestic and
international operations assets is computed using the straight line method over the estimated
useful lives. The estimated useful lives used, when purchased new, are: land improvements, ten
years; buildings, forty years; building improvements, five to forty years; and machinery and
equipment, three to ten years. Appropriate reductions in estimated useful lives are made for
property, plant and equipment purchased in connection with an acquisition of a business or in a
used condition when purchased. Depreciation for the Companys PLP-USA assets prior to January 1,
2009 was computed using accelerated methods over the estimated useful lives, with the exception of
personal computers, which were depreciated over three years using the straight-line method.
Depreciation for the remaining domestic and international operations assets prior to January 1,
2009 were computed using the straight line method over the estimated useful lives. Effective
January 1, 2009, the Company changed its method of computing depreciation from accelerated methods
to the straight-line method for its PLP-USA assets. See Note B Other Financial Statement
Information for further details.
Long-Lived Assets
The Company records impairment losses on long-lived assets used in operations when events and
circumstances indicate that the carrying value of the assets might be impaired and the discounted
future cash flows estimated to be generated by such assets are less than the carrying value. The
Companys cash flows are based on historical results adjusted to reflect the Companys best
estimate of future market and operating conditions. The net carrying value of assets not
recoverable is then reduced to fair value. The estimates of fair value represent the Companys
best estimate based on industry trends and reference to market rates and transactions. The Company
did not record any impairments to long-lived assets during the year ended December 31, 2009.
Goodwill and Other Intangibles
Goodwill and intangible assets deemed to have indefinite lives are not amortized but are
subject to annual impairment tests. Patents and other intangible assets with finite lives
represent primarily the value assigned to patents and land use rights acquired with purchased
businesses. Patents and land use rights are amortized using the straight-line method over their
useful lives. Customer relationship and trademark intangibles are amortized using a projected cash
flow basis over the period in which the economic benefits of the intangibles are consumed.
Goodwill and other intangible assets are also reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount may be impaired, or in the case of finite lived
intangible assets, when the carrying amount may not be recoverable. Events or circumstances that
would result in an impairment review primarily include operations reporting losses or a significant
change in the use of an asset. Impairment charges are recognized pursuant to FASB ASC 350-20,
Goodwill. The Company did not record any impairments for goodwill or other intangibles during
the years ended December 31, 2009 and 2008.
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We perform our annual impairment test for goodwill with indefinite lives utilizing a
discounted cash flow methodology, market comparables, and an overall market capitalization
reasonableness test in computing fair value by reporting unit. We then compare the fair value of
the reporting unit with its carrying value to assess if goodwill and other indefinite life
intangibles have 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 changed. However, we believe that the methodologies and weightings used are
reasonable and result in appropriate fair values of the reporting units.
Our measurement date for our annual impairment test is January 1 of each year. We perform
interim impairment tests if trigger events or changes in circumstances indicate the carrying amount
may be impaired. There were no trigger events during 2009 and as such, only an annual impairment
test was performed.
Sales Recognition
Sales are recognized when products are shipped and the title and risk of loss has passed to
unaffiliated customers. Revenue related to shipping and handling costs billed-to customers are
included in net sales and the related shipping and handling costs are included in cost of products
sold.
Research and Development
Research and development costs for new products are expensed as incurred and totaled $2.3
million in 2009, $2 million in 2008 and $1.7 million in 2007.
Advertising
Advertising costs are expensed as incurred.
Foreign Currency Translation
Asset and liability accounts are translated into U.S. dollars using exchange rates in effect
at the date of the consolidated balance sheet. Revenues and expenses are translated at weighted
average exchange rates in effect during the period. Transaction gains and losses arising from
exchange rate changes on transactions denominated in a currency other than the functional currency
are included in income and expense as incurred. The translation adjustments are recorded in
accumulated other comprehensive income (loss). Upon sale or substantially complete liquidation of
an investment in a foreign entity, the cumulative translation adjustment for that entity is
reclassified from accumulated other comprehensive income (loss) to earnings.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the U.S. requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Derivative Financial Instruments
The Company had no derivative instruments outstanding at December 31, 2009. The Company does
not hold derivatives for trading purposes.
Reclassifications
Certain prior year amounts have been reclassified to conform to current year presentation.
Recently Adopted Accounting Pronouncements
In December 2008, the FASB issued an accounting standard regarding a companys
disclosures about postretirement benefit plan assets. This standard requires additional disclosures
about plan assets for sponsors of defined
44
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benefit pension and postretirement plans including expanded information regarding investment
strategies, major categories of plan assets, and concentrations of risk within plan assets.
Additionally, this standard requires disclosures similar to those required for fair value
measurements and disclosures under ASC 820 with respect to the fair value of plan assets such as
the inputs and valuation techniques used to measure fair value and information with respect to
classification of plan assets in terms of the hierarchy of the source of information used to
determine their value. The disclosures under this standard are required beginning with the annual
period ended December 31, 2009. The Companys additional disclosures are included in Note C in the
Notes To Consolidated Financial Statements.
The FASB issued a standard in June 2009 that established the FASB Accounting Standards
Codification (ASC) that amended the hierarchy of U.S. generally accepted accounting principles
(GAAP). The ASC became the single source of authoritative U.S. GAAP recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP
for SEC registrants. The Codification does not change US GAAP, but is intended to simplify user
access to all authoritative U.S. GAAP by providing all the authoritative literature related to a
particular topic in one place. Following this statement, the Codification will supersede all
then-existing non-SEC accounting and reporting standards. The FASB will no longer issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts.
Instead, the FASB will issue Accounting Standards Updates (ASU). All other non-grandfathered
non-SEC accounting literature not included in the Codification will become non authoritative. The
Company adopted this standard effective as of September 30, 2009. The adoption did not impact the
Companys financial condition, results of operations, or cash flow, however, throughout the notes
to the consolidated financial statements references that were previously made to various former
authoritative U.S. GAAP pronouncements have been changed to coincide with the appropriate section
of the ASC.
In December 2007, the FASB issued a new business combinations standard codified within ASC
805, Business Combinations (ASC 805). ASC 805 revises the principles and requirements for how
the acquirer recognizes and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired in a
business combination or gain from a bargain purchase. ASC 805 also revises the principles and
requirements for how the acquirer determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination. This
topic became effective for the Company as of January 1, 2009. The adoption of ASC 805 had a
significant impact due to the recent acquisition of Dulmison and will impact the Companys
consolidated financial statements to the extent the Company enters into future business
acquisitions.
In December 2007, the FASB adopted ASC 810, consolidation requirements for reporting
noncontrolling interests in financial statements. This standard establishes accounting and
reporting for the noncontrolling interest in a subsidiary and for deconsolidation of a subsidiary.
It also amends certain consolidation procedures for consistency with the requirements of ASC 805.
This topic became effective on January 1, 2009 and is applied prospectively to future business
combinations. The impact to the Company is the retroactive presentation and disclosure
requirements for all periods presented on the Companys consolidated financial statements of
noncontrolling interests.
On January 1, 2009, the Company adopted updated guidance included in ASC 805. This guidance
amends and clarifies the initial recognition and measurement, subsequent measurement and accounting
and related disclosures of assets and liabilities arising from contingencies in a business
combination. The adoption of this guidance did not impact the Companys consolidated financial
statements.
In May 2009, the FASB amended ASC Topic 855, Subsequent Events (ASC 855), which amended
principles and requirements for subsequent events. ASC 855 details the period after the balance
sheet date during which the Company should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the circumstances under which the
Company should recognize events or transactions occurring after the balance sheet date in its
financial statements and the required disclosures for such events. ASC 855 is effective for interim
or annual reporting periods ending after June 15, 2009. These amendments did not have an impact on
the Companys financial condition, results of operations, or cash flows.
In August 2009, the Financial FASB issued Accounting Standards Update (ASU) No. 2009-05,
Measuring Liabilities at Fair Value (ASU 2009-05). This update provides amendments to ASC Topic
820-10 for the fair value
45
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measurement of liabilities when a quoted price in an active market is not available. The
adoption of ASU 2009-05 did not have a material effect on the Companys financial condition,
results of operations, or cash flow.
Recently Issued Accounting Pronouncements
In June 2009, the FASB updated guidance included in FASB ASC 810-10, related to the
consolidation of variable interest entities. This guidance will require ongoing reassessments of
whether an enterprise is the primary beneficiary of a variable interest entity. In addition, this
updated guidance amends the quantitative approach for determing the primary beneficiary of a
variable interest entity. ASC 810-10 amends certain guidance for determining whether an entity is
a variable interest entity and adds additional reconsideration events for determining whether an
entity is a variable interest entity. Further, this guidance requires enhanced disclosures that
will provide users of financial statements with more transparent information about an enterprises
involvement in a variable interest entity. This updated guidance is effective as of the beginning
of the first annual reporting period and interim reporting periods that begin after November 15,
2009. This adoption of this guidance is not expected to have an impact on the Companys
consolidated financial statements.
In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Revenue Recognition
(Topic 605): Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues
Task Force (ASU 2009-13). ASU 2009-13 addresses the accounting for sales arrangements that include
multiple products or services by revising the criteria for when deliverables may be accounted for
separately rather than as a combined unit. Specifically, this guidance establishes a selling price
hierarchy for determining the selling price of a deliverable, which is necessary to separately
account for each product or service. This hierarchy provides more options for establishing selling
price than existing guidance. ASU 2009-13 is required to be applied prospectively to new or
materially modified revenue arrangements in fiscal years beginning on or after June 15, 2010. Early
adoption is permitted. The Company is currently evaluating the effect the adoption of ASU 2009-13
will have on its financial position, results of operations, cash flows, and related disclosures;
however no significant effect is expected.
Note B Other Financial Statement Information
Inventories net
December 31 | ||||||||
2009 | 2008 | |||||||
Finished products |
$ | 26,161 | $ | 21,829 | ||||
Work-in-process |
3,473 | 2,382 | ||||||
Raw materials |
34,788 | 32,231 | ||||||
64,422 | 56,442 | |||||||
Excess of current cost over LIFO cost |
(4,463 | ) | (5,122 | ) | ||||
Noncurrent portion of inventory |
(3,923 | ) | (2,908 | ) | ||||
$ | 56,036 | $ | 48,412 | |||||
Costs for inventories of certain material are determined using the LIFO method and totaled
approximately $19.5 million and $21.7 million at December 31, 2009 and 2008, respectively.
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Property and equipment net
Major classes of property, plant and equipment are as follows:
December 31 | ||||||||
2009 | 2008 | |||||||
Land and improvements |
$ | 7,188 | $ | 5,490 | ||||
Buildings and improvements |
51,297 | 47,048 | ||||||
Machinery and equipment |
104,179 | 91,097 | ||||||
Construction in progress |
6,068 | 2,133 | ||||||
168,732 | 145,768 | |||||||
Less accumulated depreciation |
100,966 | 89,828 | ||||||
$ | 67,766 | $ | 55,940 | |||||
Property and equipment are recorded at cost. Depreciation for the Companys PLP-USA
assets prior to January 1, 2009 was computed using accelerated methods over the estimated useful
lives, with the exception of personal computers, which were depreciated over three years using the
straight-line method. Effective January 1, 2009, the Company changed its method of computing
depreciation from accelerated methods to the straight-line method for its PLP-USA assets. Based on
FASB ASC 250, Accounting Changes and Error Corrections, the Company determined that the change in
depreciation method from an accelerated method to a straight-line method is a change in accounting
estimate affected by a change in accounting principle. In accordance with ASC 250, a change in
accounting estimate affected by a change in accounting principle is to be applied prospectively.
The change is considered preferable because the straight-line method will more accurately reflect
the pattern of usage and the expected benefits of such assets and provide greater consistency with
the depreciation methods used by other companies in the Companys industry. The net book value of
assets acquired prior to January 1, 2009 with useful lives remaining will be depreciated using the
straight-line method prospectively. As a result of the change to the straight-line method of
depreciating PLP-USAs assets, depreciation expense decreased $.5 million, or $.10 per basic and
diluted share, for the year ended December 31, 2009.
Depreciation for the remaining assets is computed using the straight-line method over the
estimated useful lives. The estimated useful lives used, when purchased new, are: land
improvements, ten years; buildings, forty years; building improvements, five to forty years; and
machinery and equipment, three to ten years. Appropriate reductions in estimated useful lives are
made for property, plant and equipment purchased in connection with an acquisition of a business or
in a used condition when purchased.
Depreciation of property and equipment was $6.7 million in 2009, $8 million in 2008 and
$6.9 million in 2007. Machinery and equipment includes $1 million of capital leases at December
31, 2009 and 2008, respectively.
Legal proceedings
From time to time, the Company may be subject to litigation incidental to its business. The
Company is not a party to any 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 C Pension Plans
PLP-USA hourly employees of the Company who meet specific requirements as to age and service
are covered by a defined benefit pension plan. The Company uses a December 31 measurement date for
its plan.
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Net periodic pension cost for PLP-USAs pension plan consists of the following components for
the years ended December 31:
2009 | 2008 | 2007 | ||||||||||
Service cost |
$ | 908 | $ | 704 | $ | 708 | ||||||
Interest cost |
1,195 | 1,064 | 938 | |||||||||
Expected return on plan assets |
(759 | ) | (998 | ) | (938 | ) | ||||||
Recognized net actuarial loss |
562 | 62 | 105 | |||||||||
Net periodic pension cost |
$ | 1,906 | $ | 832 | $ | 813 | ||||||
The following tables set forth benefit obligations, plan assets and the accrued benefit cost
of PLP-USAs pension plan at December 31:
2009 | 2008 | |||||||
Projected benefit obligation at beginning of the year |
$ | 20,551 | $ | 15,952 | ||||
Service cost |
908 | 704 | ||||||
Interest cost |
1,195 | 1,063 | ||||||
Actuarial (gain) loss |
(488 | ) | 3,241 | |||||
Benefits paid |
(448 | ) | (409 | ) | ||||
Projected benefit obligation at end of year |
$ | 21,718 | $ | 20,551 | ||||
Fair value of plan assets at beginning of the year |
$ | 9,248 | $ | 13,165 | ||||
Actual return (loss) on plan assets |
2,025 | (3,735 | ) | |||||
Employer contributions |
2,215 | 227 | ||||||
Benefits paid |
(448 | ) | (409 | ) | ||||
Fair value of plan assets at end of the year |
$ | 13,040 | $ | 9,248 | ||||
Unfunded pension obligation |
$ | (8,678 | ) | $ | (11,303 | ) | ||
In accordance with ASC 715-20, the Company recognizes the underfunded status of its PLP-USA
pension plan as a liability. The amount recognized in accumulated other comprehensive loss related
to PLP-USAs pension plan at December 31 is comprised of the following:
2009 | 2008 | |||||||
Balance at January 1 |
$ | (6,225 | ) | $ | (1,233 | ) | ||
Reclassification adjustments: |
||||||||
Pretax amortized net actuarial loss |
562 | 62 | ||||||
Tax provision |
(207 | ) | (23 | ) | ||||
355 | 39 | |||||||
Adjustment to recognize (loss) gain |
||||||||
on unfunded pension obligations: |
||||||||
Pretax gain (loss) on plan assets |
1,754 | (7,973 | ) | |||||
Tax (provision) benefit |
(646 | ) | 2,942 | |||||
1,108 | (5,031 | ) | ||||||
Balance at December 31 |
$ | (4,762 | ) | $ | (6,225 | ) | ||
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The estimated net loss for the PLP-USA pension plan that will be amortized from
accumulated other comprehensive income into periodic benefit cost for 2010 is $.4 million. There
is no prior service cost to be amortized in the future.
The PLP-USA pension plan had accumulated benefit obligations in excess of plan assets as
follows:
2009 | 2008 | |||||||
Accumulated benefit obligation |
$ | 17,039 | $ | 16,101 | ||||
Fair market value of assets |
13,040 | 9,248 |
Weighted-average assumptions used to determine benefit obligations at December 31 are as
follows:
2009 | 2008 | |||||||
Discount rate |
6.00 | % | 5.75 | % | ||||
Rate of compensation increase |
3.50 | 3.50 |
Weighted-average assumptions used to determine net periodic benefit cost for the years ended
December 31 are as follows:
2009 | 2008 | 2007 | ||||||||||
Discount rate |
5.75 | % | 6.50 | % | 6.00 | % | ||||||
Rate of compensation increase |
3.50 | 3.50 | 3.50 | |||||||||
Expected long-term return on plan assets |
8.00 | 8.00 | 8.00 |
The net periodic pension cost for 2009 was based on a long-term asset rate of return of 8.0%.
This rate is based upon managements estimate of future long-term rates of return on similar assets
and is consistent with historical returns on such assets. Using the plans current mix of assets
and based on the average historical returns for such mix, an expected long-term rate-of-return of
8.0% is justified.
The fair value of the Companys pension plan assets as of December 31, 2009, by category, are
as follows:
At December 31, 2009 | ||||||||||||||||
Quoted Prices in Active | Significant | Significant | ||||||||||||||
Total Assets at | Markets for Identical | Observable Inputs | Unobservable | |||||||||||||
Fair Value | Assets (Level 1) | (Level 2) | Inputs (Level 3) | |||||||||||||
Asset Category |
||||||||||||||||
Cash |
$ | 246 | $ | 246 | $ | | $ | | ||||||||
Equity Securities |
4,747 | 4,747 | | | ||||||||||||
Mutual Funds |
3,185 | 3,185 | | | ||||||||||||
U.S. Treasury Securities |
3,646 | 3,646 | | | ||||||||||||
Corporate Bonds |
1,216 | 1,216 | | | ||||||||||||
Total |
$ | 13,040 | $ | 13,040 | $ | | $ | | ||||||||
See Note J Fair Value of Financial Assets and Liabilities for a discussion of the three
levels in the hierarchy of fair values.
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The Companys pension plan weighted-average asset allocations at December 31, 2009 and 2008,
by asset category, are as follows:
Plan assets | ||||||||
at December 31 | ||||||||
2009 | 2008 | |||||||
Asset category |
||||||||
Equity securities |
61 | % | 58 | % | ||||
Debt securities |
37 | 40 | ||||||
Cash and equivalents |
2 | 2 | ||||||
100 | % | 100 | % | |||||
Management seeks to maximize the long-term total return of financial assets consistent with
the fiduciary standards of ERISA. The ability to achieve these returns is dependent upon the need
to accept moderate risk to achieve long-term capital appreciation.
In recognition of the expected returns and volatility from financial assets, retirement plan
assets are invested in the following ranges with the target allocation noted:
Range | Target | |||||||
Equities |
30-80 | % | 60 | % | ||||
Fixed Income |
20-70 | % | 40 | % | ||||
Cash Equivalents |
0-10 | % |
Investment in these markets is projected to provide performance consistent with expected
long-term returns with appropriate diversification.
The Companys policy is to fund amounts deductible for federal income tax purposes. The
Company does not expect to contribute to its pension plan in 2010.
The benefits expected to be paid out of the plan assets in each of the next five years and the
aggregate benefits expected to be paid for the subsequent five years are as follows:
Pension | ||||
Year | Benefits | |||
2010 |
$ | 468 | ||
2011 |
506 | |||
2012 |
565 | |||
2013 |
641 | |||
2014 |
714 | |||
2015-2019 |
5,060 |
The Company also provides retirement benefits through various defined contribution plans
including PLP-USAs Profit Sharing Plan. Expense for these defined contribution plans was $3.7
million in 2009, $3.6 million in 2008 and $3.5 million in 2007.
Further, the Company also provides retirement benefits through the Supplemental Profit Sharing
Plan. To the extent an employees award under PLP-USAs Profit Sharing Plan exceeds the maximum
allowable contribution permitted under existing tax laws, the excess is accrued for (but not
funded) under a non-qualified Supplemental Profit Sharing Plan. The return under this Supplemental
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Profit Sharing Plan is calculated at a weighted average of the one year Treasury Bill rate
plus 1%. At December 31, 2009 and 2008, the interest rate for the Supplemental Profit Sharing Plan
was 1.37% and 4.34%, respectively. Expense for the Supplemental Profit Sharing Plan was $.3
million, $.4 million for 2008 and $.2 million for 2007. The Supplemental Profit Sharing Plan
unfunded status as of December 31, 2009 and 2008 was $1.7 million and $1.3 million. The
Supplemental Profit Sharing Plan is noncurrent and is included in Other noncurrent liabilities.
Note D Debt and Credit Arrangements
December 31 | ||||||||
2009 | 2008 | |||||||
Short-term debt |
||||||||
Secured Notes |
||||||||
Thailand Baht denominated (Baht106,400) at 4.2% in 2009 (5.18% in 2008) |
$ | 3,181 | $ | 3,101 | ||||
Current portion of long-term debt |
1,330 | 494 | ||||||
Total short-term debt |
4,511 | 3,595 | ||||||
Long-term debt |
||||||||
Australian dollar denominated term loans (A$2,667),
at 3.31% to 5.83% (5.83% to 6.54% in 2008), due 2010, 2011 and 2013, secured
by land and building |
2,024 | 1,152 | ||||||
Brazilian Real denominated term loan (R $1,059k) at .7% due 2015,
secured by capital equipment |
609 | | ||||||
Chinese Rmb denominated term loan (RMB10,000) at 6.48% due 2012,
secured by letter of credit |
1,463 | 1,467 | ||||||
Thailand Baht denominated capital loans (Baht1,841) at 3.75% to 4.5%
due 2010 and 2011, secured by capital equipment |
18 | 9 | ||||||
Australian dollar denominated capital loan (A$405) at 6.80%,
due 2009, secured by capital equipment |
| 33 | ||||||
Polish Zloty denominated loans (PLN810) at 5.07% (3.00% to 6.31% in 2008) due
2011,
secured by building, capital equipment and commercial note |
184 | 284 | ||||||
Polish Zloty denominated loans (PLN593) at 4.46% (6.31% in 2008) due 2011,
secured by corporate guarantee |
131 | 202 | ||||||
Total long-term debt |
4,429 | 3,147 | ||||||
Less current portion |
(1,330 | ) | (494 | ) | ||||
Total long-term debt, less current portion |
3,099 | 2,653 | ||||||
Total debt |
$ | 7,610 | $ | 6,248 | ||||
A PLP-USA revolving credit agreement makes $20 million available to the Company at an interest
rate of money market plus .875% and was extended to February 5, 2010. At December 31, 2009, the
interest rate on the revolving credit agreement was .9375%. There was no debt outstanding at
December 31, 2009 under the revolving credit agreement. The Company paid less than $.1 million in
commitment fees on the revolving credit agreement during 2009. The revolving credit agreement
contains, among other provisions, requirements for maintaining levels of working capital, net worth
and profitability. At December 31, 2009, the Company was in compliance with these covenants. On
February 5, 2010, the Company entered into a new revolving credit agreement of $30 million,
carrying interest at LIBOR plus 1.25% with a term expiring January 2013.
Aggregate maturities of long-term debt during the next five years are as follows: $1.3 million
for 2010, $1.7 million for 2011, $1 million for 2012, $.2 million for 2013, and $.2 million
thereafter.
Interest paid was $.5 million in 2009 and 2008 and $.6 million in 2007.
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Note E Leases
The Company has commitments under operating leases primarily for office and manufacturing
space, transportation equipment, office equipment and computer equipment. Rental expense was $1.5
million in 2009, $1.6 million in 2008 and $1.5 million in 2007. Future minimum rental commitments
having non-cancelable terms exceeding one year are $2.4 million in 2010, $1.6 million in 2011, $.8
million in 2012, $.6 million in 2013, $.5 million in 2014, and an aggregate $9 million thereafter.
One such lease is for the Companys aircraft with a lease commitment through April 2012.
Under the terms of the lease, the Company maintains the risk to make up a deficiency from market
value attributable to damage, extraordinary wear and tear, excess air hours or exceeding
maintenance overhaul schedules required by the Federal Aviation Administration. At the present
time, the Company does not believe it has incurred any obligation for any contingent rent under the
lease.
The Company has commitments under capital leases for equipment and vehicles. Amounts
recognized as capital lease obligations are reported in accrued expense and other liabilities and
other noncurrent liabilities in the Consolidated Balance Sheets. Future minimum rental
commitments for capital leases are approximately $.1 million annually in 2010 and 2011 and less
than $.1 million for 2012 and 2013 and no lease commitment in 2014. The imputed interest for the
capital leases is less than $.1 million. Leased property and equipment under capital leases are
amortized using the straight-line method over the term of the lease. Routine maintenance, repairs,
and replacements are expensed as incurred.
Note F Income Taxes
Income before income taxes and discontinued operations was derived from the following sources:
2009 | 2008 | 2007 | ||||||||||
United States |
$ | 8,498 | $ | 8,311 | $ | 6,627 | ||||||
Foreign |
21,095 | 16,449 | 14,694 | |||||||||
$ | 29,593 | $ | 24,760 | $ | 21,321 | |||||||
The components of income tax expense for the years ended December 31 are as follows:
2009 | 2008 | 2007 | ||||||||||
Continuing operations |
$ | 6,760 | $ | 7,718 | $ | 7,501 | ||||||
Discontinued operations |
| 67 | 255 | |||||||||
$ | 6,760 | $ | 7,785 | $ | 7,756 | |||||||
The components of income tax expense attributable to income from continuing operations for the
years ended December 31 are as follows:
2009 | 2008 | 2007 | ||||||||||
Current |
||||||||||||
Federal |
$ | 1,912 | $ | 2,473 | $ | 2,665 | ||||||
Foreign |
3,659 | 5,679 | 4,787 | |||||||||
State and local |
507 | 411 | 375 | |||||||||
6,078 | 8,563 | 7,827 | ||||||||||
Deferred |
||||||||||||
Federal |
81 | (380 | ) | (785 | ) | |||||||
Foreign |
615 | (494 | ) | 569 | ||||||||
State and local |
(14 | ) | 29 | (110 | ) | |||||||
682 | (845 | ) | (326 | ) | ||||||||
$ | 6,760 | $ | 7,718 | $ | 7,501 | |||||||
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The differences between the provision for income taxes from continuing operations at the U.S.
statutory rate and the tax shown in the Statements of Consolidated Income for the years ended
December 31 are summarized as follows:
2009 | 2008 | 2007 | ||||||||||
Statutory Federal Tax Rate |
34 | % | 34 | % | 34 | % | ||||||
Federal tax at statutory rate |
$ | 10,062 | $ | 8,419 | $ | 7,249 | ||||||
State and local taxes, net of federal benefit |
325 | 233 | 185 | |||||||||
Non-deductible expenses |
461 | 269 | 99 | |||||||||
Foreign earnings and related tax credits |
394 | 40 | 77 | |||||||||
Non-U.S. tax rate variances |
(918 | ) | (992 | ) | (340 | ) | ||||||
ASC 740 (formally FIN 48) |
(607 | ) | (409 | ) | (234 | ) | ||||||
Valuation allowance |
(480 | ) | 140 | 265 | ||||||||
Tax credits |
(77 | ) | (65 | ) | (137 | ) | ||||||
Gain from acquisition of business |
(2,711 | ) | | | ||||||||
Other, net |
311 | 83 | 337 | |||||||||
$ | 6,760 | $ | 7,718 | $ | 7,501 | |||||||
Deferred tax assets and liabilities are recognized for the expected future tax consequences of
temporary differences between the tax basis of assets and liabilities and their carrying value for
financial statement purposes. The tax effects of temporary differences that give rise to the
Companys deferred tax assets and liabilities at December 31 are as follows:
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2009 | 2008 | |||||||
Deferred tax assets: |
||||||||
Accrued compensation and benefits |
$ | 1,163 | $ | 973 | ||||
Inventory valuation reserves |
1,452 | 1,355 | ||||||
Allowance for doubtful accounts |
44 | 50 | ||||||
Benefit plan reserves |
4,754 | 4,828 | ||||||
Foreign tax credits |
2,929 | 4,193 | ||||||
Capital tax loss carryforwards |
2,132 | 2,152 | ||||||
NOL carryforwards |
968 | 547 | ||||||
Other accrued expenses |
750 | 1,607 | ||||||
Unrecognized tax benefits |
35 | 119 | ||||||
Gross deferred tax assets |
14,227 | 15,824 | ||||||
Valuation allowance |
(3,392 | ) | (4,152 | ) | ||||
Net deferred tax assets |
10,835 | 11,672 | ||||||
Deferred tax liabilities: |
||||||||
Depreciation and other basis differences |
(2,649 | ) | (2,079 | ) | ||||
Undistributed foreign earnings |
| (39 | ) | |||||
Inventory |
(11 | ) | (31 | ) | ||||
Prepaid expenses |
(75 | ) | (70 | ) | ||||
Intangibles |
(1,663 | ) | (401 | ) | ||||
Unrealized Foreign Exchange |
(230 | ) | | |||||
Other |
(112 | ) | (48 | ) | ||||
Deferred tax liabilities |
(4,740 | ) | (2,668 | ) | ||||
Net deferred tax assets |
$ | 6,095 | $ | 9,004 | ||||
2009 | 2008 | |||||||
Change in net deferred tax assets: |
||||||||
Deferred income tax benefit |
$ | (682 | ) | $ | 845 | |||
Items of other comprehensive income (loss) |
(853 | ) | 2,919 | |||||
Deferred tax balances from business acquisition |
(1,374 | ) | | |||||
Total change in net deferred tax assets |
$ | (2,909 | ) | $ | 3,764 | |||
Deferred taxes are recognized at currently enacted tax rates for temporary differences between
the financial reporting and income tax bases of assets and liabilities and operating loss and tax
credit carryforwards.
At December 31, 2009, the Company had $2.9 million of foreign tax credit carryforwards that
will expire in years 2013 and 2014, $2.1 million of capital loss carryfowards that will expire in
2013 and $1.1 million of net operating loss carryfowards that will expire between the years 2010
and 2013. The Company has established a valuation allowance of $3.4 million at December 31, 2009
to record its gross deferred tax assets at an amount that is more likely than not to be realized.
The valuation allowance was recorded for $.4 million of foreign tax credits carryfowards, $2.1
million of capital losses carryfowards and $.9 million of net operating loss carryforwards that may
expire before being realized. The net decrease in the valuation allowance is primarily due to the
release of foreign tax credit carryforwards that are expected to be realized and partially offset
by an increase in foreign net operating loss carryforwards that are not expected to be realized.
In 2008, the net increase in the valuation allowance was $2.3 million due to the valuation
allowance recorded for the capital loss from the sale of SMP, a wholly owned domestic subsidiary.
As of December 31, 2009, the Company has not established a deferred tax liability associated
with its undistributed foreign earnings as such earnings are considered to be permanently
reinvested. The amount of such
54
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earnings is approximately $82.1 million at December 31, 2009.
These earnings would be taxable upon the sale or liquidation of these foreign subsidiaries, or upon
the remittance of dividends. While the measurement of the unrecognized U.S. income taxes with
respect to these earnings is not practicable, foreign tax credits would be available to offset some
or all of any portion of such earnings that are remitted as dividends.
Income taxes paid net of refunds were approximately $5.8 million in 2009, $7.7 million in 2008
and $8.1 million in 2007.
The Company or one of its subsidiaries files income tax returns in the U.S. federal
jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no
longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax
authorities for years before 2003.
The changes in unrecognized tax benefits for the years ended December 31 are as follows:
2009 | 2008 | 2007 | ||||||||||
Balance at January 1 |
$ | 1,176 | $ | 1,585 | $ | 1,819 | ||||||
Additions for tax positions of current year |
164 | 161 | 224 | |||||||||
Additions for tax positions of prior years |
678 | 290 | | |||||||||
Reductions for tax positions of prior years |
(79 | ) | (282 | ) | (121 | ) | ||||||
Expiration of statutes of limitations |
(635 | ) | (578 | ) | (337 | ) | ||||||
Balance at December 31 |
$ | 1,304 | $ | 1,176 | $ | 1,585 | ||||||
Accrued interest and penalties are not included in the above unrecognized tax balances at
December 31, 2009, 2008 and 2007. The Company recognizes interest and penalties accrued related to
unrecognized tax benefits
as part of income tax expense. During the year ended December 31, 2009 and 2008, the Company
recognized less than $(.2) million in interest, net of the amount lapsed through expiring statutes.
The Company had approximately $.3 million for the payment of interest accrued at December 31, 2009
and $.2 million at December 31, 2008. Penalties of approximately $.3 have been accrued for
unrecognized tax positions as of December 31, 2009. If recognized approximately $.7 million of
unrecognized tax benefits would affect the tax rate. The Company may decrease its unrecognized tax
benefits by approximately $.1 million within the next twelve months due to the expiration of
statutes of limitations.
Note G Share-Based Compensation
The 1999 Stock Option Plan
The 1999 Stock Option Plan (the Plan) permits the grant of 300,000 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. At December 31, 2009 there were 500 shares that expired under the Plan. Options
issued to date under the 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 has elected to use the simplified method of calculating the expected term of the
stock options and historical volatility to compute fair value under the Black-Scholes
option-pricing model. 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. Forfeitures have been
estimated to be zero.
There were 8,500 options granted for the year ended December 31, 2009. There were 13,000
options granted for the year ended December 31, 2008. There were 20,000 options granted during the
year ended December 31, 2007. The fair values for the stock options granted in 2009, 2008 and 2007
were estimated at the date of grant using the Black-Scholes option-pricing model with the following
weighted average assumptions:
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Table of Contents
2009 | 2008 | 2007 | ||||||||||
Risk-free interest rate |
5.2 | % | 4.2 | % | 4.3 | % | ||||||
Dividend yield |
2.1 | % | 2.8 | % | 2.9 | % | ||||||
Expected life (years) |
6 | 6 | 6 | |||||||||
Expected volatility |
44.0 | % | 34.4 | % | 37.9 | % |
Activity in the Companys plan for the year ended December 31, 2009 was as follows:
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Number of | Exercise Price | Contractual | Intrinsic | |||||||||||||
Shares | per Share | Term (Years) | Value | |||||||||||||
Outstanding at January 1, 2009 |
107,092 | $ | 27.83 | |||||||||||||
Granted |
8,500 | $ | 39.10 | |||||||||||||
Exercised |
(30,090 | ) | $ | 15.50 | ||||||||||||
Forfeited |
| $ | 0.00 | |||||||||||||
Outstanding (vested and expected
to vest) at December 31, 2009 |
85,502 | $ | 33.29 | 5.9 | $ | 961 | ||||||||||
Exercisable at December 31, 2009 |
66,752 | $ | 30.64 | 5.1 | $ | 929 | ||||||||||
The weighted-average grant-date fair value of options granted during 2009, 2008 and 2007 was
$16.07, $15.52 and $11.93, respectively. The total intrinsic value of stock options exercised
during the years ended
December 31, 2009, 2008, and 2007 was $.8 million, $.4 million, and $.9 million, respectively.
Cash received for the exercise of stock options during 2009 and 2008 was $.4 million and $.5
million, respectively.
For the years ended December 31, 2009, 2008 and 2007, the Company recorded compensation
expense related to the stock options currently vesting, reducing income before taxes and net income
by $.1 million in 2009 and $.2 million annually in 2008 and 2007. The total compensation cost
related to nonvested awards not yet recognized at December 31, 2009 is expected to be a combined
total of $.2 million over a weighted-average period of 2.3 years.
The excess tax benefits from stock based awards for the year ended December 31, 2009 was $.1
million, as reported on the consolidated statements of cash flows in financing activities, and
represents the reduction in income taxes otherwise payable during the period, attributable to the
actual gross tax benefits in excess of the expected tax benefits for options exercised in the
current period.
Long Term Incentive Plan of 2008
Under the Preformed Line Products Company Long Term Incentive Plan of 2008 (the LTIP Plan),
certain employees, officers, and directors will be eligible to receive awards of options and
restricted shares. The purpose of this LTIP Plan is to give the Company and its subsidiaries 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 Companys performance. The total number of Company common shares
reserved for awards under the LTIP Plan is 400,000. Of the 400,000 common shares, 300,000 common
shares have been reserved for restricted share awards and 100,000 common shares have been reserved
for share options. The LTIP Plan expires on April 17, 2018.
Restricted Share Awards
For all of the participants except the CEO, a portion of the restricted share award is subject
to time-based cliff vesting and a portion is subject to vesting based upon the Companys
performance over a three year period. All
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of the CEOs restricted shares are subject to vesting
based upon the Companys performance over a three year period.
The restricted shares are offered at no cost to the employees; however, the participant must
remain employed with the Company until the restrictions on the restricted shares lapse. The fair
value of restricted share award is based on the market price of a common share on the grant date.
The Company currently estimates that no awards will be forfeited. For time-based restricted shares
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 statement of
consolidated income. Dividends declared in 2009 and thereafter will be accrued in cash dividends.
In 2008 dividends were reinvested in additional restricted shares, and held subject to the same
vesting requirements as the underlying restricted shares.
A summary of the restricted share awards for the year ended December 31, 2009 is as follows:
Restricted Share Awards | ||||||||||||||||
Performance | Total | Weighted-Average | ||||||||||||||
and Service | Service | Restricted | Grant-Date | |||||||||||||
Required | Required | Awards | Fair Value | |||||||||||||
Nonvested as of January 1, 2009 |
39,364 | 4,273 | 43,637 | $ | 54.74 | |||||||||||
Granted |
75,982 | 8,202 | 84,184 | 29.75 | ||||||||||||
Vested |
| | | | ||||||||||||
Forfeited |
| | | | ||||||||||||
Nonvested as of December 31,
2009 |
115,346 | 12,475 | 127,821 | $ | 38.28 | |||||||||||
For time-based restricted shares 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 statement of consolidated income. Compensation expense related to the
time-based restricted shares for the years ended December 31, 2009 and 2008 was $.2 million and
less than $.1 million, respectively. As of December 31, 2009, there was $.3 million of total
unrecognized compensation cost related to time-based restricted share awards that is expected to be
recognized over the weighted-average remaining period of approximately 2 years.
For the performance-based awards, the number of restricted shares in which the participants
will vest depends on the Companys level of performance measured by growth in pretax income and
sales growth over a requisite performance period. Depending on the extent to which the performance
criterions are satisfied under the LTIP Plan, the participants are eligible to earn common shares
over the vesting period. Performance-based compensation expense for the year ended December 31,
2009 and 2008 was $1.6 million and $.3 million. As of December 31, 2009, the remaining
performance-based restricted share awards compensation expense of $2.5 million is expected to be
recognized over a period of approximately 1.25 years.
In the event of a Change in Control, vesting of the restricted shares will be accelerated and
all restrictions will lapse. Unvested performance-based awards are based on a maximum potential
payout. Actual shares awarded at the end of the performance period may be less than the maximum
potential payout level depending on achievement of performance-based award objectives.
To satisfy the vesting of its restricted share awards, the Company has reserved new shares
from its authorized but unissued shares. Any additional granted awards will also be issued from
the Companys authorized but unissued shares. Under the LTIP Plan there are 172,179 common shares
currently available for additional restricted share grants.
Share Option Awards
The LTIP plan permits the grant of 100,000 share 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. At
December 31, 2009 there were 89,000 shares remaining available for the issuance under the LTIP
Plan. Options issued to date under the Plan vest 50% after one year following the date of the
grant, 75% after two years, and 100% after three years and expire from
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Table of Contents
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 has elected to use the simplified method of calculating the expected term of the
stock options and historical volatility to compute fair value under the Black-Scholes
option-pricing model. 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. Forfeitures have been
estimated to be zero.
There were 11,000 options granted for the year ended December 31, 2009. There were no options
granted for the year ended December 31, 2008. The fair values for the stock options granted in
2009 were estimated at the date of grant using the Black-Scholes option-pricing model with the
following weighted average assumptions:
2009 | ||||
Risk-free interest rate |
5.2 | % | ||
Dividend yield |
2.1 | % | ||
Expected life (years) |
6 | |||
Expected volatility |
44.0 | % |
Activity in the Companys plan for the year ended December 31, 2009 was as follows:
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Number of | Exercise Price | Contractual | Intrinsic | |||||||||||||
Shares | per Share | Term (Years) | Value | |||||||||||||
Outstanding at January 1, 2009 |
| $ | 0.00 | |||||||||||||
Granted |
11,000 | $ | 38.76 | |||||||||||||
Exercised |
| $ | 0.00 | |||||||||||||
Forfeited |
| $ | 0.00 | |||||||||||||
Outstanding (vested and expected
to vest) at December 31, 2009 |
11,000 | $ | 38.76 | 9.8 | $ | 55 | ||||||||||
Exercisable at December 31, 2009 |
| | | | ||||||||||||
The weighted-average grant-date fair value of options granted during 2009 was $15.93. There
were no stock options exercised under the LTIP Plan during the year ended December 31, 2009. There
were no excess tax benefits from stock based awards for the year ended December 31, 2009.
For the year ended December 31, 2009, the Company recorded compensation expense related to the
stock options currently vesting, reducing income before taxes and net income by less than $.1
million in 2009. The total compensation cost related to nonvested awards not yet recognized at
December 31, 2009 is expected to be a combined total of $.2 million over a weighted-average period
of approximately 3 years.
Note H Computation of Earnings Per Share
Basic earnings per share were computed by dividing net income by the
weighted-average number of shares of common stock outstanding for each respective period. Diluted
earnings per share were calculated by dividing net income by the weighted-average of all
potentially dilutive shares of common stock that were outstanding during the periods presented.
The calculation of basic and diluted earnings per share for the years ended December 31 were
as follows:
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2009 | 2008 | 2007 | ||||||||||
Numerator |
||||||||||||
Amount attributable to PLPC shareholders |
||||||||||||
Income from continuing operations |
$ | 23,357 | $ | 16,754 | $ | 13,766 | ||||||
Income from discontinued operations |
| 869 | 393 | |||||||||
Net income attributable to PLPC |
$ | 23,357 | $ | 17,623 | $ | 14,159 | ||||||
Denominator |
||||||||||||
Determination of shares |
||||||||||||
Weighted-average common shares outstanding |
5,232 | 5,279 | 5,372 | |||||||||
Dilutive effect share-based awards |
134 | 60 | 44 | |||||||||
Diluted weighted-average common shares outstanding |
5,366 | 5,339 | 5,416 | |||||||||
Earnings per common share attributable to PLPC shareholders |
||||||||||||
Basic |
||||||||||||
Income from continuing operations |
$ | 4.46 | $ | 3.17 | $ | 2.57 | ||||||
Income from discontinued operations |
$ | | $ | 0.17 | $ | 0.07 | ||||||
Net income attributable to PLPC |
$ | 4.46 | $ | 3.34 | $ | 2.64 | ||||||
Diluted |
||||||||||||
Income from continuing operations |
$ | 4.35 | $ | 3.14 | $ | 2.54 | ||||||
Income from discontinued operations |
$ | | $ | 0.16 | $ | 0.07 | ||||||
Net income attributable to PLPC |
$ | 4.35 | $ | 3.30 | $ | 2.61 | ||||||
For the years ended December 31, 2009, 2008 and 2007, 32,500, 13,000 and zero stock options
were excluded from the calculation of diluted earnings per share due to the average market price
being lower than the exercise price plus any unearned compensation on unvested options, and as such
they are anti-dilutive.
Note I Goodwill and Other Intangibles
The Companys finite and indefinite-lived intangible assets consist of the following:
December 31, 2009 | December 31, 2008 | |||||||||||||||
Gross Carrying | Accumulated | Gross Carrying | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||
Finite-lived intangible assets |
||||||||||||||||
Patents |
$ | 4,827 | $ | (3,213 | ) | $ | 4,807 | $ | (2,901 | ) | ||||||
Land use rights |
1,365 | (55 | ) | 1,350 | (32 | ) | ||||||||||
Trademark |
311 | | | | ||||||||||||
Customer relationships |
5,372 | (520 | ) | 1,003 | (369 | ) | ||||||||||
$ | 11,875 | $ | (3,788 | ) | $ | 7,160 | $ | (3,302 | ) | |||||||
Indefinite-lived intangible
assets |
||||||||||||||||
Goodwill |
$ | 6,925 | $ | 5,520 | ||||||||||||
The Company performs its annual impairment test for goodwill pursuant to ASC 350-20 as of
January 1 of each year. The additions of tradename and customer relationships were related to the
acquisition of Dulmison (see
Note M Business Combinations for further details). The aggregate amortization expense for
other intangibles with finite lives, ranging from 7 to 82 years, was $.5 million for the year ended
December 31, 2009, $.6 million for the year ended December 31, 2008 and $.5 million for the year
ended December 31, 2007. Amortization expense is
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estimated to be $.9 million for 2010 and $.7 million annually for 2011, 2012, 2013 and 2014.
The Companys only intangible asset with an indefinite life is goodwill. The increase in
goodwill in 2009 is related to the acquisition of Direct Power and Water Corporation (DPW) of $.9
million and foreign currency translation. The $2.3 million increase to goodwill in 2008 is related
to the acquisition of DPW in the amount of $.5 million, the joint venture formed between the
Companys Australian subsidiary and BlueSky Energy Pty Ltd in the amount of $.5 million and $1.4
million related to the acquisition of Belos (see Note M Business Combinations for further
details).
The changes in the carrying amount of goodwill by segment for the years ended December 31,
2009 and 2008, is as follows:
Australia | South Africa | Poland | All Other | Total | ||||||||||||||||
Balance at January 1, 2008 |
$ | 1,782 | $ | 57 | $ | | $ | 2,089 | $ | 3,928 | ||||||||||
Additions |
462 | | 1,370 | 489 | 2,321 | |||||||||||||||
Curency translation |
(509 | ) | (16 | ) | (230 | ) | 26 | (729 | ) | |||||||||||
Balance at December 31, 2008 |
1,735 | 41 | 1,140 | 2,604 | 5,520 | |||||||||||||||
Additions |
| | | 866 | 866 | |||||||||||||||
Curency translation |
508 | 11 | 21 | (1 | ) | 539 | ||||||||||||||
Balance at December 31, 2009 |
$ | 2,243 | $ | 52 | $ | 1,161 | $ | 3,469 | $ | 6,925 | ||||||||||
Note J Fair Value of Financial Assets and Liabilities
Effective January 1, 2008, the Company adopted ASC 820-10, Fair Value Measurements and
Disclosures, formerly Financial Accounting Standards (SFAS) No. 157. ASC 820-10 defines fair
value, establishes a framework for measuring fair value in generally accepted accounting principles
and expands disclosures about fair value measurements. ASC 820-10 does not require new fair value
measurements. ASC 820-10 was effective for financial statements issued for fiscal years beginning
after November 15, 2007 and interim periods within those fiscal periods. This topic enables the
reader of the financial statements to assess the inputs used to develop those measurements by
establishing a hierarchy for ranking the quality and reliability of the information used to
determine fair values. This topic requires that assets and liabilities carried at fair value to be
classified and disclosed in one of the following three categories:
Level
1: Quoted market prices in active markets for identical assets or liabilities;
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data; or
Level 3: Unobservable inputs that are not corroborated by market data.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data; or
Level 3: Unobservable inputs that are not corroborated by market data.
In April 2009, the FASB issued certain amendments as codified in ASC 820-10-65, Fair Value
Disclosure. ASC 820-10-65 provides additional guidance in accordance with ASC 820-10, when the
volume and level of activity for the asset or liability has significantly decreased. ASC 820-10-65
was effective for interim and annual reporting periods ending after June 15, 2009. The adoption of
ASC 820-10-65 did not have an impact on the Companys consolidated financial statements.
In April 2009, the FASB issued ASC 825-10-50 which requires interim disclosures regarding the
fair values of financial instruments that are within the scope of ASC 825 to require disclosures
about the fair value of financial instruments for interim reporting periods of publicly traded
companies as well as in annual financial statements. Additionally, ASC 825-10-50 requires
disclosure of the methods and significant assumptions used to estimate fair value of financial
instruments on an interim basis as well as changes of the methods and significant assumptions from
prior periods. The adoption of ASC 825-10-50 did not have a material impact on the Companys
consolidated financial statements.
The carrying value of the Companys current financial instruments, which include cash and cash
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equivalents, accounts receivable, accounts payable, notes payable, and short-term debt,
approximates its fair value because of the short-term maturity of these instruments. At December
31, 2009 and 2008, the fair value of the Companys long-term debt was estimated using discounted
cash flows analysis, based on the Companys current incremental borrowing rates for similar types
of borrowing arrangements which are considered to be level two inputs. Based on the analysis
performed, the fair value and the carrying value of the Companys long-term debt are as follows:
December 31, 2009 | December 31, 2008 | |||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | |||||||||||||
Long-term debt and
related current
maturities |
$ | 4,617 | $ | 4,429 | $ | 3,294 | $ | 3,147 | ||||||||
Note K Segment Information
The Company designs, manufactures and sells hardware employed in the construction and
maintenance of telecommunication, energy and other utility networks, data communication products
and mounting hardware for solar power applications. Principal products include cable anchoring,
control hardware and splice enclosures which are sold primarily to customers in North and South
America, Europe, South Africa and Asia Pacific.
The Company has seven reportable segments. The segments have been determined based on results
of operations as reported by location. The reportable segments are PLP-USA, Australia, Brazil,
South Africa, Canada, Poland and All Other. The PLP-USA segment is comprised of the U.S.
operations supporting primarily the Companys domestic energy and telecommunications products. The
Australia segment is comprised of the Companys operation in Australia supporting the Companys
energy, telecommunications, data communication and solar products. The Brazil and Canada segments
are comprised of the manufacturing and sales operations from those locations. Our final two
segments are South Africa and Poland, which are comprised of manufacturing and sales operations
from those locations and have been included as segments to comply with reporting segments for 75%
of consolidated sales. The Thailand, Malaysia and Indonesia locations acquired in the Dulmison
acquisition (see Note M for further details) are included in our All Other reportable segment. Our
remaining operations, Mexico, Great Britain, Spain, China, Asia and DPW are included in the All
Other segment as none of these operations meet the criteria for a reportable segment and
individually represent less than 10% of each of the Companys combined net sales, consolidated net
income, and consolidated assets.
The accounting policies of the operating segments are the same as those described in Note A in
the Notes To Consolidated Financial Statements. The Company evaluates performance based on net
income. No single customer accounts for more than ten percent of the Companys consolidated
revenues. It is not practical to present revenues by product line. U.S. net sales for the years
ended December 31, 2009, 2008 and, 2007 were $117.9 million, $123.8 million and $110 million,
respectively. U.S. long lived assets as of December 31, 2009 and 2008 were $23.6 million and $23.1
million, respectively.
The following table presents a summary of the Companys reportable segments for the years
ended December 31, 2009, 2008 and 2007. Financial results for the PLP-USA segment include the
elimination of all segments intercompany profits in inventory.
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Table of Contents
Year ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Net sales |
||||||||||||
PLP-USA |
$ | 103,910 | $ | 111,721 | $ | 103,173 | ||||||
Australia |
27,923 | 27,244 | 29,855 | |||||||||
Brazil |
30,744 | 30,279 | 26,236 | |||||||||
South Africa |
10,264 | 9,535 | 8,049 | |||||||||
Canada |
12,237 | 9,952 | 10,620 | |||||||||
Poland |
11,148 | 20,602 | 5,202 | |||||||||
All Other |
60,980 | 60,409 | 50,154 | |||||||||
Total net sales |
$ | 257,206 | $ | 269,742 | $ | 233,289 | ||||||
Intersegment sales |
||||||||||||
PLP-USA |
$ | 6,215 | $ | 7,668 | $ | 5,424 | ||||||
Australia |
62 | 62 | 137 | |||||||||
Brazil |
2,314 | 1,828 | 1,977 | |||||||||
South Africa |
786 | 854 | 888 | |||||||||
Canada |
232 | 421 | 117 | |||||||||
Poland |
1,082 | 411 | 34 | |||||||||
All Other |
11,025 | 10,644 | 9,849 | |||||||||
Total intersegment sales |
$ | 21,716 | $ | 21,888 | $ | 18,426 | ||||||
Interest income |
||||||||||||
PLP-USA |
$ | 15 | $ | 115 | $ | 551 | ||||||
Australia |
31 | 109 | 21 | |||||||||
Brazil |
73 | 79 | 106 | |||||||||
South Africa |
110 | 129 | 91 | |||||||||
Canada |
15 | 101 | 95 | |||||||||
Poland |
41 | 17 | 13 | |||||||||
All Other |
95 | 296 | 211 | |||||||||
Total interest income |
$ | 380 | $ | 846 | $ | 1,088 | ||||||
Interest expense |
||||||||||||
PLP-USA |
$ | (31 | ) | $ | (39 | ) | $ | (38 | ) | |||
Australia |
(85 | ) | (159 | ) | (234 | ) | ||||||
Brazil |
(93 | ) | (28 | ) | (21 | ) | ||||||
South Africa |
(15 | ) | (1 | ) | | |||||||
Canada |
| | | |||||||||
Poland |
(27 | ) | (70 | ) | (25 | ) | ||||||
All Other |
(272 | ) | (247 | ) | (277 | ) | ||||||
Total interest expense |
$ | (523 | ) | $ | (544 | ) | $ | (595 | ) | |||
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Year ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Income taxes |
||||||||||||
PLP-USA |
$ | 1,842 | $ | 2,577 | $ | 2,268 | ||||||
Australia |
379 | 258 | 825 | |||||||||
Brazil |
1,209 | 862 | 1,112 | |||||||||
South Africa |
663 | 777 | 542 | |||||||||
Canada |
887 | 747 | 991 | |||||||||
Poland |
206 | 554 | (31 | ) | ||||||||
All Other |
1,574 | 1,943 | 1,794 | |||||||||
Total income taxes |
$ | 6,760 | $ | 7,718 | $ | 7,501 | ||||||
Income from continuing operations, net of tax |
||||||||||||
PLP-USA |
$ | 4,352 | $ | 4,877 | $ | 4,018 | ||||||
Australia |
6,212 | 426 | 1,736 | |||||||||
Brazil |
2,209 | 1,336 | 2,286 | |||||||||
South Africa |
1,296 | 1,980 | 1,185 | |||||||||
Canada |
2,038 | 1,537 | 1,811 | |||||||||
Poland |
772 | 2,089 | (7 | ) | ||||||||
All Other |
5,954 | 4,797 | 2,791 | |||||||||
Total income from continuing operations, net of tax |
22,833 | 17,042 | 13,820 | |||||||||
Income from discontinued operations, net of tax |
| 869 | 393 | |||||||||
Net income |
22,833 | 17,911 | 14,213 | |||||||||
Income (loss) attributable to noncontrolling interest,
net of tax |
(524 | ) | 288 | 54 | ||||||||
Net income attributable to PLPC |
$ | 23,357 | $ | 17,623 | $ | 14,159 | ||||||
As of December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Expenditure for long-lived assets |
||||||||||||
PLP-USA |
$ | 2,854 | $ | 3,472 | $ | 4,589 | ||||||
Australia |
783 | 267 | 693 | |||||||||
Brazil |
2,357 | 1,672 | 470 | |||||||||
South Africa |
347 | 389 | 141 | |||||||||
Canada |
227 | 137 | 74 | |||||||||
Poland |
849 | 833 | 649 | |||||||||
All Other |
3,250 | 3,241 | 2,615 | |||||||||
Total expenditures for long-lived assets |
$ | 10,667 | $ | 10,011 | $ | 9,231 | ||||||
Depreciation and amortization |
||||||||||||
PLP-USA |
$ | 3,224 | $ | 4,399 | $ | 4,558 | ||||||
Australia |
741 | 772 | 749 | |||||||||
Brazil |
696 | 638 | 169 | |||||||||
South Africa |
143 | 111 | 117 | |||||||||
Canada |
127 | 89 | 93 | |||||||||
Poland |
672 | 972 | 286 | |||||||||
All Other |
1,646 | 1,568 | 1,442 | |||||||||
Total depreciation and amortization |
$ | 7,249 | $ | 8,549 | $ | 7,414 | ||||||
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As of December 31 | ||||||||
2009 | 2008 | |||||||
Identifiable assets |
||||||||
PLP-USA |
$ | 65,266 | $ | 72,641 | ||||
Australia |
31,269 | 19,438 | ||||||
Brazil |
25,194 | 16,087 | ||||||
South Africa |
7,081 | 5,569 | ||||||
Canada |
9,006 | 8,545 | ||||||
Poland |
14,777 | 13,920 | ||||||
All Other |
82,330 | 54,675 | ||||||
234,923 | 190,875 | |||||||
Corporate assets |
449 | | ||||||
Total identifiable assets |
$ | 235,372 | $ | 190,875 | ||||
PLP-USA |
$ | 22,723 | $ | 22,465 | ||||
Australia |
9,796 | 7,332 | ||||||
Brazil |
6,004 | 3,355 | ||||||
South Africa |
1,102 | 637 | ||||||
Canada |
2,003 | 1,627 | ||||||
Poland |
5,524 | 5,372 | ||||||
All Other |
20,614 | 15,152 | ||||||
Total long-lived assets |
$ | 67,766 | $ | 55,940 | ||||
Note L -Related Party Transactions
The Companys DPW operation rents two properties owned by RandReau Properties, LLC and RaRe
Properties, LLC., which are owned by Kevin Goodreau, Vice President of Business Development
Solar Division, and Jeffrey Randall, Vice President of Product Design Solar Division. For the
year ended December 31, 2009 and 2008 DPW paid rent expense of $.2 million annually for the
properties.
The Companys Belos operation hires temporary employees through a temporary work agency,
Flex-Work Sp. Z o.o., which is 50% owned by Agnieszka Rozwadowska. Agnieszka Rozwadowska is the
wife of Piotr Rozwadowski, the Managing Director of the Belos operation located in Poland. For the
years ended December 31, 2009 and 2008, Belos incurred a total of $.4 million and $1.1 million,
respectively, for such temporary labor expense.
In September 2009, the Company invested $.5 million in Proxisafe, a Canadian company formed to
design and commercialize new industrial safety equipment. In light of this investment, Mr. Robert
Ruhlman, the Chairman of the Board, President and CEO of the Company, was asked to become a board
member.
The Company was a sponsor of Ruhlman Motorsports. Ruhlman Motorsports is owned by Randall M.
Ruhlman, a director of the Company, and by his wife. No sponsorship fees were paid during 2009 or
2008. In 2007 the Company paid annual sponsorship fees of $950,000 to Ruhlman Motorsports.
On May 15, 2008, the Company purchased 152,726 Common Shares of the Company from the John
Deaver Drinko Trust, (the Drinko Trust) and from the Elizabeth Gibson Drinko IRA (the Drinko
IRA), at a price per share of $42.24. The purchase price was calculated using the average closing
price of the Companys Common Shares on the NASDAQ over the prior thirty calendar days less 15%.
John D. Drinko was a director of the Company from 1954 until his death in January 2008. Elizabeth
Drinko is the wife of John D. Drinko. The agreements were executed on behalf of the Drinko Trust
and Drinko IRA by Elizabeth Drinko, as beneficiary of the Drinko IRA and as Trustee of the Drinko
Trust and individually and by National City Bank, as Trustee of the Drinko IRA. The purchase was
made pursuant to the previously disclosed February 2007 authorization by the Companys Board of
Directors for repurchase of up to 200,000 common shares.
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Table of Contents
Note M -Business Combinations
The Company accounts for acquisitions in accordance with ASC 805, which includes provisions
that were adopted effective January 1, 2009. The new provisions significantly changed the
accounting for business combinations both during the period of the acquisition and in subsequent
periods. The new provisions are applied prospectively to business combinations after January 1,
2009. As a result of the provisions, transaction costs associated with a business combination
entered into by the Company were expensed, and a gain on acquisition of business was recorded, as
discussed below.
On December 18, 2009, the Company completed the business combination acquiring certain
subsidiaries and other assets from Tyco Electronics Group S.A. (Tyco Electronics) of its Dulmison
business for $16 million in cash, and the assumption of certain liabilities.
Dulmison was a supplier and manufacturer of electrical transmission and distribution products.
Dulmison designs, manufacturers and markets pole line hardware and vibration control products for
the global electrical utility industry. Dulmison was based in Australia with operations in
Australia, Thailand, Indonesia, Malaysia, Mexico, and the United States. The acquisition of
Dulmison will strengthen the Companys position in the power distribution and transmission hardware
market and will expand the Companys presence in the Asia-Pacific region.
The operations located in Thailand will report under the PLPs existing Asia operations
included in the All Other reportable segment. The operations located in Indonesia and Malaysia
will be reported as part of All Other segment. The assets acquired in Australia, Mexico and the
United States will be included in each of the Companys corresponding operating locations.
The acquisition has resulted in a gain on acquisition of business under the guidance for
business combinations. The purchase price was allocated to the acquired assets and assumed
liabilities based on the fair values at the date of acquisition, with the gain on the acquisition
of $9.1 million representing the excess of the fair value allocated to the net assets over the
purchase price. The following table summarizes the fair values of the assets acquired and
liabilities assumed on December 18, 2009 related to the Dulmison acquisition:
December 18, 2009 | ||||
Cash and cash equivalents |
$ | 4,144 | ||
Accounts receivable |
6,274 | |||
Inventories |
9,752 | |||
Other current assets |
762 | |||
Deferred income taxes |
141 | |||
Total current assets |
21,073 | |||
Other assets |
1,155 | |||
Deferred income taxes |
213 | |||
Property and equipment |
3,471 | |||
Tradename |
311 | |||
Customer relationships |
4,365 | |||
Total assets |
30,588 | |||
Current deferred tax liabilities |
306 | |||
Other current liabilities |
2,289 | |||
Noncurrent deferred tax liabilities |
1,422 | |||
Other noncurrent liabilities |
1,484 | |||
Total liabilities |
5,501 | |||
Net tangible and intangible assets |
25,087 | |||
Purchase Price |
16,000 | |||
Gain on bargain purchase |
$ | 9,087 | ||
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The Company was able to realize a gain on acquisition of business as a result of current
market conditions and the sellers desire to exit the business. The gain on acquisition of
business is recorded on the face of the Statement of Consolidated Income within other income
(expense).
The useful life of the acquired trade name of $.3 million is four years. The useful life of
the customer relationships is 15 to 20 years. The aggregate amortization expense for these
intangible assets in 2009 was zero.
Operating results of the acquired business have been included in the Companys statement of
consolidated income from the acquisition date forward. From the acquisition date through December
31, 2009, operating results were di minimus.
Acquisition related costs were $1.5 million for the year ended December 31, 2009. These costs
were for legal, accounting, valuation, other professional services, and travel related costs. These
costs were included in general and administrative costs in the Companys statement of consolidated
income. In addition to the acquisition related costs, the Company has accrued and expensed $2
million related to termination benefits for certain Dulmison employees. These additional costs
were incorporated as part of the Stock and Asset Purchase Agreement (the Purchase Agreement) and
were required in order to complete the acquisition of the Dulmison Operations. Through the
acquisition of Dulmison, 344 employees have been added to the Companys existing worldwide
workforce.
On
October 7, 2009, the Company acquired a 33.3% investment in Proxisafe Ltd. for $.5
million. The Canadian company was formed to design and commercialize new industrial safety
equipment. The Companys consolidated balance sheet as of December 31, 2009 reflects the investment
under the equity method.
On May 21, 2008, the Company entered into a Joint Venture Agreement for $.3 million, as
goodwill, to form a joint venture between the Companys Australian subsidiary, Preformed Line
Products Australia Pty Ltd (PLP-AU) and BlueSky Energy Pty Ltd, a solar systems integration and
installation business based in Sydney, Australia. PLP-AU holds a 50% ownership interest in the new
joint venture company, which will operate under the name BlueSky Energy Australia (BlueSky), with
the option to acquire the remaining 50% ownership interest from BlueSky Energy Pty Ltd over the
next five years. BlueSky Energy Pty Ltd has transferred technology and assets to the joint
venture. The Companys consolidated balance sheet as of December 31, 2009 reflects the acquisition
of the joint venture under the purchase method of accounting and due to the immateriality of the
joint venture on the results of operations no additional disclosures are included. The allocation
of the purchase price has been finalized.
Note N Discontinued Operations
On May 30, 2008, the Company sold its SMP subsidiary for $11.7 million and recognized a $.8
million gain, net of tax, which includes expenses incurred related to the divestiture of SMP. The
sale includes $1.5 million to be held in escrow for one year, which was received in 2009. The
Company does not have any significant involvement in the operations of SMP.
Operating results of SMP are presented in the Companys consolidated statements of income as
discontinued operations, net of tax. The operation had been reported within the SMP reporting
segment, which is comprised of the U.S. operations supporting the Companys data communication
products. The operating results of the business unit for the years ended December 31, 2008 and
2007 are as follows:
2008 | 2007 | |||||||
Net Sales |
$ | 8,308 | $ | 21,318 | ||||
Income before income taxes |
180 | 648 | ||||||
Provision for income taxes |
(67 | ) | (255 | ) | ||||
Gain on sale, net of tax |
756 | | ||||||
Income from discontinued operations, net of tax |
$ | 869 | $ | 393 | ||||
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Note O Quarterly Financial Information (unaudited)
The following table summarizes our quarterly results of operations for each of the quarters in
2009 and 2008. The fourth quarter 2009 results have been impacted by a gain on the acquisition of
a business of $9.1 million or $1.73 per share basic and $1.69 per diluted share. Additionally, the
fourth quarter of 2009 has been impacted by acquisition related after
tax expenses of $3.2 million,
or $.61 per basic and diluted share, which has been recorded in general and
administrative expenses on the Statements of Consolidated Income. These quarterly results are
unaudited, but in the opinion of management have been prepared on the same basis as our audited
financial information and include all adjustments necessary for a fair presentation of our results
of operations.
Quarter ended | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
2009 |
||||||||||||||||
Net sales |
$ | 58,694 | $ | 59,568 | $ | 69,132 | $ | 69,812 | ||||||||
Gross profit |
18,578 | 19,850 | 24,614 | 21,726 | ||||||||||||
Income before income taxes and discontinued operations |
4,307 | 5,263 | 8,449 | 11,574 | ||||||||||||
Income from continuing operations, net of tax |
2,717 | 3,542 | 6,259 | 10,315 | ||||||||||||
Income (loss) from discontinued operations, net of tax |
| | | | ||||||||||||
Net income |
2,717 | 3,542 | 6,259 | 10,315 | ||||||||||||
Net income attributable to PLPC |
2,722 | 3,584 | 6,320 | 10,731 | ||||||||||||
Income from continuing operations per share, basic |
0.52 | 0.69 | 1.21 | 2.05 | ||||||||||||
Net income attributable to PLPC per share, basic |
0.52 | 0.69 | 1.21 | 2.05 | ||||||||||||
Income from continuing operations per share, diluted |
0.51 | 0.68 | 1.19 | 1.99 | ||||||||||||
Net income attributable to PLPC per share, diluted |
0.51 | 0.68 | 1.19 | 1.99 | ||||||||||||
2008 |
||||||||||||||||
Net sales |
$ | 59,865 | $ | 75,362 | $ | 73,952 | $ | 60,563 | ||||||||
Gross profit |
19,005 | 23,677 | 25,463 | 19,122 | ||||||||||||
Income before income taxes and discontinued operations |
4,249 | 7,329 | 9,421 | 3,761 | ||||||||||||
Income from continuing operations, net of tax |
2,834 | 4,947 | 6,614 | 2,647 | ||||||||||||
Income (loss) from discontinued operations, net of tax |
149 | 620 | (34 | ) | 134 | |||||||||||
Net income |
2,983 | 5,567 | 6,580 | 2,781 | ||||||||||||
Net income attributable to PLPC |
2,950 | 5,489 | 6,423 | 2,761 | ||||||||||||
Income from continuing operations per share, basic |
0.52 | 0.92 | 1.24 | 0.50 | ||||||||||||
Net income attributable to PLPC per share, basic |
0.55 | 1.04 | 1.23 | 0.53 | ||||||||||||
Income from continuing operations per share, diluted |
0.52 | 0.91 | 1.23 | 0.50 | ||||||||||||
Net income attributable to PLPC per share, diluted |
0.54 | 1.03 | 1.22 | 0.52 |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
Item 9A. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
The Companys Principal
Executive Officer and Principal Financial Officer have concluded that the Companys disclosure controls and procedures as defined in
Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended, were effective as of December 31, 2009.
Managements Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)
and 15d-15(f). The Companys internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and preparation of
the consolidated financial statements in accordance with generally accepted accounting principles.
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As discussed in Note M in the Notes to Consolidated Financial Statements, we acquired 100% of
the Dulmison business from Tyco Electronics during 2009. As permitted by the Securities and
Exchange Commission, management has excluded internal controls from this operation in its
assessment. Dulmisons net sales, net income and total assets represent 0%, 3% and 8% of
consolidated net sales, net income and total assets respectively for the year ended and as of
December 31, 2009.
Because of inherent limitations, internal control over financial reporting may not prevent or
detect misstatements and even when determined to be effective, can only provide reasonable
assurance with respect to financial statement preparation and presentation.
Management, with the participation of the Companys Chief Executive Officer and Chief
Financial Officer and Vice President of Finance, assessed the effectiveness of the Companys
internal control over financial reporting as of December 31, 2009. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control Integrated Framework. Based upon this assessment,
management concluded that the Companys internal control over financial reporting was effective as
of December 31, 2009.
The effectiveness of the Companys internal control over financial reporting as of December
31, 2009 has been audited by Ernst & Young LLP, an independent registered public accounting firm,
who expressed an unqualified opinion as stated in their report, a copy of which is included below.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Companys internal control over financial reporting (as
defined in Rule 13a-15(f) and 15d-15(f)) during the quarter ended December 31, 2009 that materially
affected, or is reasonably likely to materially affect, the Companys internal control over
financial reporting.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
of Preformed Line Products Company
of Preformed Line Products Company
We have audited Preformed Line Products Companys internal control over financial reporting as of
December 31, 2009, based on criteria established in Internal ControlIntegrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
Preformed Line Products Companys management is responsible for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control
over financial reporting included in the accompanying Managements Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the companys internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable
68
Table of Contents
assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
As
indicated in the accompanying Managements Report on Internal Control
Over Financial Reporting, managements assessment of and conclusion
on the effectiveness of internal control over financial reporting did
not include the internal controls of Dulmison. Dulmison, acquired on
December 18, 2009, is included in
the December 31, 2009 consolidated financial statements of
Preformed Line Products Company and constituted 8% of total assets as
of December 31, 2009 and 0% and 3% of revenues and net income,
respectively, for the year then ended. Our audit of internal control
over financial reporting of Preformed Line Products Company also did
not include an evaluation of the internal control over financial
reporting of Dulmison.
In our opinion, Preformed Line Products Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Preformed Line Products Company as of
December 31, 2009 and 2008 and the related statements of consolidated income, cash flows and
shareholders equity for the years then ended and our report dated March 15, 2010 expressed an
unqualified opinion thereon.
/s/ Ernst & Young LLP
Cleveland, Ohio
March 15, 2010
March 15, 2010
Item 9B. | Other Information |
None
Part III
Item 10. | Directors, Executive Officers and Corporate Governance |
The information required by this Item 10 is incorporated by reference to the information under
the captions Election of Directors and Section 16(a) Beneficial Ownership Compliance in the
Companys Proxy Statement, for the Annual Meeting of Shareholders to be held April 26, 2010 (the
Proxy Statement). Information relative to executive officers of the Company is contained in Part
I of this Annual Report of Form 10-K. The Company has adopted a code of conduct. A copy of the
code of conduct can be obtained from the Companys Internet site at http://www.preformed.com in its
About Us section.
Item 11. | Executive Compensation |
The information set forth under the caption Director and Executive Officer Compensation in
the Proxy Statement is incorporated herein by reference.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Other than the information required by Item 201(d) of Regulation S-K the information set forth
under the caption Security Ownership of Certain Beneficial Owners and Management in the Proxy
Statement is incorporated herein by reference. The information required by Item 201(d) of
Regulation S-K is set forth in Item 5 of this report.
69
Table of Contents
Item 13. | Certain Relationships , Related Transactions and Director Independence |
The information set forth under the captions Transactions with Related Persons and Election
of Directors in the Proxy Statement is incorporated herein by reference.
Item 14. | Principal Accounting Fees and Services |
The information set forth under the captions Independent Public Accountants, Audit Fees,
Audit-Related Fees, Tax Fees and All Other Fees in the Proxy Statement is incorporated herein
by reference.
Part IV
Item 15. | Exhibits and Financial Statement Schedules |
(a) Financial Statements and Schedule
Page | Financial Statements | |
37
|
Consolidated Balance Sheets | |
38
|
Statements of Consolidated Income | |
39
|
Statements of Consolidated Cash Flows | |
40
|
Statements of Consolidated Shareholders Equity | |
41
|
Notes to Consolidated Financial Statements | |
Page | Schedule | |
72
|
II Valuation and Qualifying Accounts |
(b) Exhibits
Exhibit | ||
Number | Exhibit |
2.1 | Stock and Purchase Agreement, dated October 22, 2009, by and among the Company and Tyco Electronics Group S.A. to acquire the Dulmison business (The agreement does not include the schedules and other attachments. A copy will be provided to the SEC upon request.), filed herewith. | |
3.1 | Amended and Restated Articles of Incorporation (incorporated by reference to the Companys Registration Statement on Form 10). | |
3.2 | Amended and Restated Code of Regulations of Preformed Line Products Company (incorporated by reference to the Companys Registration Statement on Form 10). |
4 | Description of Specimen Share Certificate (incorporated by reference to the Companys Registration Statement on Form 10). |
10.1 | Preformed Line Products Company 1999 Employee Stock Option Plan (incorporated by reference to the Companys Registration Statement on Form 10).* |
10.2 | Preformed Line Products Company Officers Bonus Plan (incorporated by reference to the Companys 10-K filed for the year ended December 31, 2007).* |
10.3 | Preformed Line Products Company Executive Life Insurance Plan Summary (incorporated by reference to the Companys Registration Statement on Form 10).* |
10.4 | Preformed Line Products Company Supplemental Profit Sharing Plan (incorporated by reference to the Companys Registration Statement on Form 10).* |
70
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Exhibit | ||
Number | Exhibit |
10.5 | Revolving Credit Agreement between National City Bank and Preformed Line Products Company, dated December 30, 1994 (incorporated by reference to the Companys Registration Statement on Form 10). |
10.6 | Amendment to the Revolving Credit Agreement between National City Bank and Preformed Line Products Company, dated October 31, 2002 (incorporated by reference to the Companys 10-K filing for the year ended December 31, 2003). |
10.7 | Preformed Line Products Company 1999 Employee Stock Option Plan Incentive Stock Option agreement (incorporated by reference to the Companys 10-K filing for the year ended December 31, 2004).* |
10.8 | Stock Purchase Agreement, dated March 22, 2007, by and among the Company and Claudia W. Goodreau, Kevin M. Goodreau, Dora Ely Randall and Jeffrey J. Randall to acquire Direct Power and Water Corporation (incorporated by reference to the Companys 10-Q filing for the quarter ended March 31, 2007). |
10.9 | Conditional Share Purchase Agreement, dated April 22, 2007, by and among the Company and BBO Spolka z o.o. to acquire a holding in Zaklady Wytworcze Sprzetu Sieciowego Belos SA (incorporated by reference to the Companys 10-Q filing for the three-month and six-month ended June 30, 2007). |
10.10 | Preformed Line Products Company Chief Executive Officer Bonus Plan (incorporated by reference to the Companys 10-K filing for the year ended December 31, 2007).* |
10.11 | Preformed Line Products Company Long Term Incentive Plan of 2008 (incorporated by reference to the Companys 8-K current report filing dated May 1, 2008).* |
10.12 | Deferred Shares Plan (incorporated by reference to the Companys 8-K current report filing dated August 21, 2008). |
10.13 | Form of Restricted Shares Grant Agreement (incorporated by reference to the Companys 10-Q filing for the quarter ended September 30, 2008).* |
10.14 | Agreement and Plan of Merger, dated May 30, 2008, by and among the Company and Optical Cable Corporation to divest Superior Modular Company Inc. (incorporated by reference to the Companys 8-K current report filing dated May 30, 2008). |
14.1 | Preformed Line Products Company Code of Conduct (incorporated by reference to the Companys 8-K current report filing dated August 6, 2007). |
21 | Subsidiaries of Preformed Line Products Company, filed herewith. |
23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, filed herewith. |
23.2 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, filed herewith. |
31.1 | Certification of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
31.2 | Certification of the Principal Financial Officer, Eric R. Graef, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
32.1 | Certification of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished. |
32.2 | Certification of the Principal Accounting Officer, Eric R. Graef, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished. |
* | Indicates management contracts or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Preformed Line Products Company |
||||
March 15, 2010 | /s/ Robert G. Ruhlman | |||
Robert G. Ruhlman | ||||
Chairman, President and Chief Executive Officer (principal executive officer) | ||||
March 15, 2010 | /s/ Eric R. Graef | |||
Eric R. Graef | ||||
Chief Financial Officer and Vice President Finance (principal financial officer) | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant in the capacity and on the dates
indicated.
March 15, 2010 | /s/ Robert G. Ruhlman | |||
Robert G. Ruhlman | ||||
Chairman, President and Chief Executive Officer | ||||
March 15, 2010 | /s/ Barbara P. Ruhlman | |||
Barbara P. Ruhlman | ||||
Director | ||||
March 15, 2010 | /s/ Randall M. Ruhlman | |||
Randall M. Ruhlman | ||||
Director | ||||
March 15, 2010 | /s/ Glenn E. Corlett | |||
Glenn E. Corlett | ||||
Director | ||||
March 15, 2010 | /s/ Michael E. Gibbons | |||
Michael E. Gibbons | ||||
Director | ||||
March 15, 2010 | /s/ R. Steven Kestner | |||
R. Steven Kestner | ||||
Director | ||||
March 15, 2010 | /s/ Richard R. Gascoigne | |||
Richard R. Gascoigne | ||||
Director |
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Table of Contents
PREFORMED LINE PRODUCTS COMPANY
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2009, 2008 and 2007
(Thousands of dollars)
Years ended December 31, 2009, 2008 and 2007
(Thousands of dollars)
Additions | ||||||||||||||||||||
Balance at | charged to | Other additions | Balance at | |||||||||||||||||
beginning | costs and | or deductions | end of | |||||||||||||||||
For the year ended December 31, 2009: | of period | expenses | Deductions | (a) | period | |||||||||||||||
Allowance for doubtful accounts |
$ | 498 | $ | 322 | $ | (224 | ) | $ | 173 | $ | 769 | |||||||||
Reserve for credit memos |
474 | 224 | (472 | ) | | 226 | ||||||||||||||
Slow-moving and obsolete inventory
reserves |
3,056 | 2,029 | (841 | ) | 1,295 | 5,539 | ||||||||||||||
Accrued product warranty |
129 | 81 | (6 | ) | 5 | 209 |
Additions | ||||||||||||||||||||
Balance at | charged to | Balance at | ||||||||||||||||||
beginning | costs and | Other additions | end of | |||||||||||||||||
For the year ended December 31, 2008: | of period | expenses | Deductions | deductions | period | |||||||||||||||
Allowance for doubtful accounts |
$ | 733 | $ | 114 | $ | (305 | ) | $ | (44 | ) | $ | 498 | ||||||||
Reserve for credit memos |
466 | 472 | (464 | ) | | 474 | ||||||||||||||
Slow-moving and obsolete inventory
reserves |
3,332 | 1,161 | (1,322 | ) | (115 | ) | 3,056 | |||||||||||||
Accrued product warranty |
104 | 147 | (94 | ) | (28 | ) | 129 |
Additions | ||||||||||||||||||||
Balance at | charged to | Other additions | Balance at | |||||||||||||||||
beginning | costs and | or deductions | end of | |||||||||||||||||
For the year ended December 31, 2007: | of period | expenses | Deductions | (a) | period | |||||||||||||||
Allowance for doubtful accounts |
$ | 625 | $ | 143 | $ | (172 | ) | $ | 137 | $ | 733 | |||||||||
Reserve for credit memos |
447 | 795 | (776 | ) | | 466 | ||||||||||||||
Slow-moving and obsolete inventory
reserves |
3,843 | 22 | (1,047 | ) | 514 | 3,332 | ||||||||||||||
Accrued product warranty |
82 | 41 | (124 | ) | 105 | 104 |
(a) | Other additions or deductions relate to translation adjustments. Included in 2009 are opening balances for acquisitions for the following reserves; allowance for doubtful accounts of $117 thousand and $1.3 million for inventory reserves. Included in 2007 are opening balances for acquisitions for the following reserves; allowance for doubtful accounts of $86 thousand, inventory reserves of $440 thousand and $97 thousand for accrued product warranty. |
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Exhibit Index
2.1 | Stock and Purchase Agreement, dated October 22, 2009, by and among the Company and Tyco Electronics Group S.A. to acquire the Dulmison business (The agreement does not include the schedules and other attachments. A copy will be provided to the SEC upon request.), filed herewith. |
3.1 | Amended and Restated Articles of Incorporation (incorporated by reference to the Companys Registration Statement on Form 10). |
3.2 | Amended and Restated Code of Regulations of Preformed Line Products Company (incorporated by reference to the Companys Registration Statement on Form 10). |
4 | Description of Specimen Stock Certificate (incorporated by reference to the Companys Registration Statement on Form 10). |
10.1 | Preformed Line Products Company 1999 Employee Stock Option Plan (incorporated by reference to the Companys Registration Statement on Form 10).* |
10.2 | Preformed Line Products Company Officers Bonus Plan (incorporated by reference to the Companys 10-K filing for the year ended December 31, 2007).* |
10.3 | Preformed Line Products Company Executive Life Insurance Plan Summary (incorporated by reference to the Companys Registration Statement on Form 10).* |
10.4 | Preformed Line Products Company Supplemental Profit Sharing Plan (incorporated by reference to the Companys Registration Statement on Form 10).* |
10.5 | Revolving Credit Agreement between National City Bank and Preformed Line Products Company, dated December 30, 1994 (incorporated by reference to the Companys Registration Statement on Form 10). |
10.6 | Amendment to the Revolving Credit Agreement between National City Bank and Preformed Line Products Company, dated October 31, 2002 (incorporated by reference to the Companys 10-K filing for the year ended December 31, 2003).* |
10.7 | Preformed Line Products Company 1999 Employee Stock Option Plan Incentive Stock Option Agreement (incorporated by reference to the Companys 10-K filing for the year ended December 31, 2004). |
10.8 | Stock Purchase Agreement, dated March 22, 2007, by and among the Company and Claudia W. Goodreau, Kevin M. Goodreau, Dora Ely Randall and Jeffrey J. Randall to acquire Direct Power and Water Corporation (incorporated by reference to the Companys 10-Q filing for the quarter ended March 31, 2007). |
10.9 | Conditional Share Purchase Agreement, dated April 22, 2007, by and among the Company and BBO Spolka Z o.o. to acquire a holding in Zaklady Wytworcze Sprzetu Sieciowego Belos SA (incorporated by reference to the Companys 10-Q filing for the three-month and six-month ended June 30, 2007). |
10.10 | Preformed Line Products Company Chief Executive Officer Bonus Plan (incorporated by reference to the Companys 10-K filing for the year ended December 31, 2007). |
10.11 | Preformed Line Products Company Long Term Incentive Plan of 2008 (incorporated by reference to the Companys 8-K current report filing dated May 1, 2008).* |
10.12 | Deferred Shares Plan (incorporated by reference to the Companys 8-K current report filing dated August 21, 2008).* |
10.13 | Form of Restricted Shares Grant Agreement (incorporated by reference to the Companys 10-Q filing for the quarter ended September 30, 2008). * |
10.14 | Agreement and Plan of Merger, dated May 30, 2008, by and among the Company and Optical Cable Corporation to divest Superior Modular Company Inc. (incorporated by reference to the Companys 8-K current report filing dated May 30, 2008). |
14.1 | Preformed Line Products Company Code of Conduct (incorporated by reference to the Companys 8-K current report filing dated August 6, 2007). |
21 | Subsidiaries of Preformed Line Products Company, filed herewith. |
23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, filed herewith. |
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23.2 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, 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 herewith. |
31.2 | Certification of the Principal Financial Officer, Eric R. Graef, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
32.1 | Certification of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished. |
32.2 | Certification of the Principal Accounting Officer, Eric R. Graef, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished. |
* | Indicates management contracts or compensatory plan or arrangement. |