PREFORMED LINE PRODUCTS CO - Quarter Report: 2009 September (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 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)
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 (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such
files).
Yes o No 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 definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange act.
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 number of common shares outstanding as of November 1, 2009: 5,234,789.
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Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
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PART
I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PREFORMED LINE PRODUCTS COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30 | December 31 | |||||||
Thousands of dollars, except share and per share data | 2009 | 2008 | ||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 35,520 | $ | 19,869 | ||||
Accounts receivable, less allowances of $920 ($972 in 2008) |
45,937 | 36,899 | ||||||
Inventories net |
48,439 | 48,412 | ||||||
Deferred income taxes |
2,184 | 2,786 | ||||||
Prepaids and other |
5,242 | 4,704 | ||||||
TOTAL CURRENT ASSETS |
137,322 | 112,670 | ||||||
Property and equipment net |
61,124 | 55,940 | ||||||
Patents and other intangibles net |
3,505 | 3,858 | ||||||
Goodwill |
6,436 | 5,520 | ||||||
Deferred income taxes |
5,885 | 6,943 | ||||||
Other assets |
7,072 | 5,944 | ||||||
TOTAL ASSETS |
$ | 221,344 | $ | 190,875 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Notes payable to banks |
$ | 3,301 | $ | 3,101 | ||||
Current portion of long-term debt |
967 | 494 | ||||||
Trade accounts payable |
17,188 | 14,632 | ||||||
Accrued compensation and amounts withheld from employees |
10,221 | 6,606 | ||||||
Accrued expenses and other liabilities |
7,517 | 4,574 | ||||||
Accrued profit-sharing and other benefits |
3,239 | 3,687 | ||||||
Dividends payable |
1,072 | 1,054 | ||||||
Income taxes and deferred taxes payable |
1,394 | 1,100 | ||||||
TOTAL CURRENT LIABILITIES |
44,899 | 35,248 | ||||||
Long-term debt, less current portion |
3,441 | 2,653 | ||||||
Unfunded pension obligation |
10,096 | 11,303 | ||||||
Income taxes payable, noncurrent |
746 | 1,405 | ||||||
Deferred income taxes |
607 | 725 | ||||||
Other noncurrent liabilities |
2,757 | 2,540 | ||||||
SHAREHOLDERS EQUITY |
||||||||
PLPC shareholders equity: |
||||||||
Common stock $2 par value per share, 15,000,000 shares
authorized, 5,234,039 and 5,223,830 issued and outstanding,
net of 554,059 and 551,059 treasury shares at par, respectively |
10,468 | 10,448 | ||||||
Paid in capital |
5,369 | 3,704 | ||||||
Retained earnings |
156,086 | 146,624 | ||||||
Accumulated other comprehensive loss |
(13,549 | ) | (24,511 | ) | ||||
TOTAL PLPC SHAREHOLDERS EQUITY |
158,374 | 136,265 | ||||||
Noncontrolling interest |
424 | 736 | ||||||
TOTAL SHAREHOLDERS EQUITY |
158,798 | 137,001 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 221,344 | $ | 190,875 | ||||
See notes to consolidated financial statements (unaudited).
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PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
Three
month periods ended September 30 |
Nine month periods ended September 30 |
|||||||||||||||
Thousands, except per share data | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Net sales |
$ | 69,132 | $ | 73,952 | $ | 187,394 | $ | 209,179 | ||||||||
Cost of products sold |
44,518 | 48,489 | 124,352 | 141,034 | ||||||||||||
GROSS PROFIT |
24,614 | 25,463 | 63,042 | 68,145 | ||||||||||||
Costs and expenses |
||||||||||||||||
Selling |
5,750 | 6,119 | 16,640 | 17,879 | ||||||||||||
General and administrative |
8,609 | 7,506 | 23,032 | 22,553 | ||||||||||||
Research and engineering |
2,411 | 2,218 | 6,631 | 6,545 | ||||||||||||
Other operating expense (income) |
(337 | ) | 462 | (359 | ) | 605 | ||||||||||
16,433 | 16,305 | 45,944 | 47,582 | |||||||||||||
OPERATING INCOME |
8,181 | 9,158 | 17,098 | 20,563 | ||||||||||||
Other income (expense) |
||||||||||||||||
Interest income |
95 | 225 | 307 | 655 | ||||||||||||
Interest expense |
(153 | ) | (138 | ) | (369 | ) | (415 | ) | ||||||||
Other income |
326 | 176 | 983 | 196 | ||||||||||||
268 | 263 | 921 | 436 | |||||||||||||
INCOME BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS |
8,449 | 9,421 | 18,019 | 20,999 | ||||||||||||
Income taxes |
2,190 | 2,807 | 5,501 | 6,604 | ||||||||||||
INCOME FROM CONTINUING OPERATIONS, NET OF TAX |
6,259 | 6,614 | 12,518 | 14,395 | ||||||||||||
Income (loss) from discontinued operations, net of tax |
| (34 | ) | | 735 | |||||||||||
NET INCOME |
6,259 | 6,580 | 12,518 | 15,130 | ||||||||||||
Net income (loss) attributable to noncontrolling interest, net of tax |
(61 | ) | 157 | (108 | ) | 268 | ||||||||||
NET INCOME ATTRIBUTABLE TO PLPC |
$ | 6,320 | $ | 6,423 | $ | 12,626 | $ | 14,862 | ||||||||
BASIC EARNINGS PER SHARE |
||||||||||||||||
Income per share from continuing operations attributable to PLPC shareholders |
$ | 1.21 | $ | 1.24 | $ | 2.41 | $ | 2.67 | ||||||||
Discontinued operations attributable to PLPC common shareholders |
$ | | $ | (0.01 | ) | $ | | $ | 0.14 | |||||||
Net income attributable to PLPC common shareholders |
$ | 1.21 | $ | 1.23 | $ | 2.41 | $ | 2.81 | ||||||||
DILUTED EARNINGS PER SHARE |
||||||||||||||||
Income per share from continuing operations attributable to PLPC shareholders |
$ | 1.19 | $ | 1.23 | $ | 2.38 | $ | 2.64 | ||||||||
Discontinued operations attributable to PLPC common shareholders |
$ | | $ | (0.01 | ) | $ | | $ | 0.14 | |||||||
Net income attributable to PLPC common shareholders |
$ | 1.19 | $ | 1.22 | $ | 2.38 | $ | 2.78 | ||||||||
Cash dividends declared per share |
$ | 0.20 | $ | 0.20 | $ | 0.60 | $ | 0.60 | ||||||||
Weighted-average number of shares outstanding basic |
5,235 | 5,218 | 5,231 | 5,298 | ||||||||||||
Weighted-average number of shares outstanding diluted |
5,316 | 5,269 | 5,309 | 5,345 | ||||||||||||
Amount attributable to PLPC common shareholders |
||||||||||||||||
Income from continuing operations, net of tax |
$ | 6,320 | $ | 6,457 | $ | 12,626 | $ | 14,127 | ||||||||
Discontinued operations, net of tax |
| (34 | ) | | 735 | |||||||||||
Net Income |
$ | 6,320 | $ | 6,423 | $ | 12,626 | $ | 14,862 | ||||||||
See notes to consolidated financial statements (unaudited).
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PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
Nine
month periods ended September 30 |
||||||||
Thousands of dollars | 2009 | 2008 | ||||||
OPERATING ACTIVITIES |
||||||||
Net income |
$ | 12,518 | $ | 15,130 | ||||
Less: income from discontinued operations |
| 735 | ||||||
Income from continuing operations |
12,518 | 14,395 | ||||||
Adjustments to reconcile net income to net cash provided by operations: |
||||||||
Depreciation and amortization |
5,162 | 6,054 | ||||||
Provision for accounts receivable allowances |
410 | 395 | ||||||
Provision for inventory reserves |
1,316 | 1,236 | ||||||
Deferred income taxes |
1,683 | (1,044 | ) | |||||
Share-based compensation expense |
1,425 | 196 | ||||||
Excess tax benefits from share-based awards |
(75 | ) | (74 | ) | ||||
Net investment in life insurance |
(361 | ) | (281 | ) | ||||
Other net |
15 | 51 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(7,171 | ) | (11,663 | ) | ||||
Inventories |
4,268 | (6,447 | ) | |||||
Trade accounts payables and accrued liabilities |
3,629 | 9,269 | ||||||
Income taxes payable |
(140 | ) | 2,060 | |||||
Other net |
(618 | ) | (60 | ) | ||||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
22,061 | 14,087 | ||||||
INVESTING ACTIVITIES |
||||||||
Capital expenditures |
(6,699 | ) | (9,002 | ) | ||||
Business acquisitions |
(433 | ) | (644 | ) | ||||
Proceeds from the sale of discontinued operations |
750 | 10,486 | ||||||
Proceeds from the sale of property and equipment |
168 | 201 | ||||||
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES |
(6,214 | ) | 1,041 | |||||
FINANCING ACTIVITIES |
||||||||
Increase (decrease) in notes payable to banks |
140 | (800 | ) | |||||
Proceeds from the issuance of long-term debt |
1,174 | 6,500 | ||||||
Payments of long-term debt |
(375 | ) | (7,810 | ) | ||||
Dividends paid |
(3,198 | ) | (3,195 | ) | ||||
Excess tax benefits from share-based awards |
75 | 74 | ||||||
Proceeds from issuance of common shares |
191 | 442 | ||||||
Purchase of common shares for treasury |
(165 | ) | (7,458 | ) | ||||
NET CASH USED IN FINANCING ACTIVITIES |
(2,158 | ) | (12,247 | ) | ||||
Effects of exchange rate changes on cash and cash equivalents |
1,962 | (860 | ) | |||||
Net increase in cash and cash equivalents |
15,651 | 2,021 | ||||||
NET CASH USED IN DISCONTINUED OPERATIONS |
||||||||
Operating cash flows |
| 958 | ||||||
Investing cash flows |
| (1,596 | ) | |||||
NET CASH USED IN DISCONTINUED OPERATIONS |
| (638 | ) | |||||
Cash and cash equivalents at beginning of period |
19,869 | 23,392 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 35,520 | $ | 24,775 | ||||
See notes to consolidated financial statements (unaudited).
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PREFORMED LINE PRODUCTS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In thousands, except share and per share data, unless specifically noted
NOTE A
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Preformed Line Products Company
(the Company or PLPC) have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
The preparation of these consolidated financial statements requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and the accompanying
notes. Actual results could differ from these estimates. However, in the opinion of management,
these consolidated financial statements contain all estimates and adjustments, consisting of normal
recurring accruals, required to fairly present the financial position, results of operations, and
cash flows for the interim periods. Operating results for the three and nine month periods ended
September 30, 2009 are not necessarily indicative of the results to be expected for the year ending
December 31, 2009.
The consolidated balance sheet at December 31, 2008 has been derived from the audited consolidated
financial statements, but does not include all of the information and notes required by U.S.
generally accepted accounting principles for complete financial statements. For further
information, refer to the consolidated financial statements and notes to consolidated financial
statements included in the Companys 2008 Annual Report on Form 10-K filed on March 13, 2009 with
the Securities and Exchange Commission.
Management has evaluated all activity through the filing of these financial statements, November 3,
2009, and has included Note M to the Notes to Consolidated Financial Statements related to
subsequent events.
Reclassifications
Certain prior period amounts have been reclassified to conform to current year presentation.
NOTE B
OTHER FINANCIAL STATEMENT INFORMATION
Inventories
net
September 30 | December 31 | |||||||
2009 | 2008 | |||||||
Finished products |
$ | 21,440 | $ | 21,829 | ||||
Work-in-process |
3,132 | 2,382 | ||||||
Raw materials |
30,734 | 32,231 | ||||||
55,306 | 56,442 | |||||||
Excess of current cost over LIFO cost |
(3,303 | ) | (5,122 | ) | ||||
Noncurrent portion of inventory |
(3,564 | ) | (2,908 | ) | ||||
$ | 48,439 | $ | 48,412 | |||||
Noncurrent inventory is included in other assets on the consolidated balance sheets and is
principally comprised of raw materials.
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Property and equipment net
Major classes of property and equipment are stated at cost and were as follows:
September 30 | December 31 | |||||||
2009 | 2008 | |||||||
Land and improvements |
$ | 5,909 | $ | 5,490 | ||||
Buildings and improvements |
50,215 | 47,048 | ||||||
Machinery and equipment |
100,233 | 91,097 | ||||||
Construction in progress |
3,501 | 2,133 | ||||||
159,858 | 145,768 | |||||||
Less accumulated depreciation |
98,734 | 89,828 | ||||||
$ | 61,124 | $ | 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 Financial
Accounting Standards Boards (FASB) Accounting Standards Codification (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 $.2 million, or $.03 per basic and
diluted share, and $.4 million, or $.07 per basic and diluted share, for the three month and nine
month periods ended September 30, 2009, and the decrease is expected to approximate such amount in
the remaining quarter in 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.
Comprehensive
income (loss)
The components of comprehensive income (loss) for the three and nine month periods ended September
30, 2009 are as follows:
PLPC | Noncontrolling interest | Total | ||||||||||||||||||||||
Three month period | Three month period | Three month period | ||||||||||||||||||||||
ended September 30 | ended September 30 | ended September 30 | ||||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||||||
Net income (loss) |
$ | 6,320 | $ | 6,423 | $ | (61 | ) | $ | 157 | $ | 6,259 | $ | 6,580 | |||||||||||
Other comprehensive income, net of tax: |
||||||||||||||||||||||||
Foreign currency translation adjustments |
4,773 | (8,458 | ) | (2 | ) | (31 | ) | 4,771 | (8,489 | ) | ||||||||||||||
Recognized net actuarial loss |
99 | 4 | | | 99 | 4 | ||||||||||||||||||
Total other comprehensive income, net of tax |
4,872 | (8,454 | ) | (2 | ) | (31 | ) | 4,870 | (8,485 | ) | ||||||||||||||
Comprehensive income (loss) |
$ | 11,192 | $ | (2,031 | ) | $ | (63 | ) | $ | 126 | $ | 11,129 | $ | (1,905 | ) | |||||||||
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PLPC | Noncontrolling interest | Total | ||||||||||||||||||||||
Nine month period | Nine month period | Nine month period | ||||||||||||||||||||||
ended September 30 | ended September 30 | ended September 30 | ||||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||||||
Net income (loss) |
$ | 12,626 | $ | 14,862 | $ | (108 | ) | $ | 268 | $ | 12,518 | $ | 15,130 | |||||||||||
Other comprehensive income, net of tax: |
||||||||||||||||||||||||
Foreign currency translation adjustments |
10,696 | (3,354 | ) | 4 | (25 | ) | 10,700 | (3,379 | ) | |||||||||||||||
Recognized net actuarial loss |
266 | 12 | | | 266 | 12 | ||||||||||||||||||
Total other comprehensive income, net of tax |
10,962 | (3,342 | ) | 4 | (25 | ) | 10,966 | (3,367 | ) | |||||||||||||||
Comprehensive income (loss) |
$ | 23,588 | $ | 11,520 | $ | (104 | ) | $ | 243 | $ | 23,484 | $ | 11,763 | |||||||||||
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
this plan. Net periodic benefit cost for this plan included the following components:
Three
month period ended September 30, |
Nine month period ended September 30, |
|||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Service cost |
$ | 250 | $ | 167 | $ | 681 | $ | 502 | ||||||||
Interest cost |
312 | 256 | 896 | 768 | ||||||||||||
Expected return on plan assets |
(203 | ) | (261 | ) | (569 | ) | (783 | ) | ||||||||
Recognized net actuarial loss (gain) |
158 | 6 | 422 | 18 | ||||||||||||
Net periodic benefit cost |
$ | 517 | $ | 168 | $ | 1,430 | $ | 505 | ||||||||
During the nine month period ended September 30, 2009, $2.2 million of contributions have been
made to the plan. The Company presently anticipates contributing an additional $.2 million to
fund the plan in 2009.
NOTE D
COMPUTATION OF EARNINGS PER SHARE
Basic earnings per share were computed by dividing net income attributable to PLPC common
shareholders by the
weighted-average number of common shares outstanding for each respective period. Diluted earnings
per share were calculated by dividing net income attributable to PLPC common shareholders by the
weighted-average of all potentially dilutive common shares that were outstanding during the periods
presented.
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The calculation of basic and diluted earnings per share for the three and nine month periods ended
September 30, 2009 and 2008 were as follows:
For
the three month period ended September 30 |
For the nine month period ended September 30 |
|||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Numerator |
||||||||||||||||
Amount attributable to PLPC shareholders |
||||||||||||||||
Income from continuing operations |
$ | 6,320 | $ | 6,457 | $ | 12,626 | $ | 14,127 | ||||||||
Income (loss) from discontinued operations |
| (34 | ) | | 735 | |||||||||||
Net income attributable to PLPC |
$ | 6,320 | $ | 6,423 | $ | 12,626 | $ | 14,862 | ||||||||
Denominator (in thousands) |
||||||||||||||||
Determination of shares |
||||||||||||||||
Weighted-average common shares outstanding |
5,235 | 5,218 | 5,231 | 5,298 | ||||||||||||
Dilutive effect share-based awards |
81 | 51 | 78 | 47 | ||||||||||||
Diluted weighted-average common shares outstanding |
5,316 | 5,269 | 5,309 | 5,345 | ||||||||||||
Earnings per common share attributable to PLPC shareholders |
||||||||||||||||
Basic |
||||||||||||||||
Income from continuing operations |
$ | 1.21 | $ | 1.24 | $ | 2.41 | $ | 2.67 | ||||||||
Income (loss) from discontinued operations |
$ | | $ | (0.01 | ) | $ | | $ | 0.14 | |||||||
Net income attributable to PLPC |
$ | 1.21 | $ | 1.23 | $ | 2.41 | $ | 2.81 | ||||||||
Diluted |
||||||||||||||||
Income from continuing operations |
$ | 1.19 | $ | 1.23 | $ | 2.38 | $ | 2.64 | ||||||||
Income (loss) from discontinued operations |
$ | | $ | (0.01 | ) | $ | | $ | 0.14 | |||||||
Net income attributable to PLPC |
$ | 1.19 | $ | 1.22 | $ | 2.38 | $ | 2.78 | ||||||||
For the three and nine month periods ended September 30, 2009 and 2008, 13,000 stock options
were excluded from the calculation of diluted earnings per share due to the average market price
being lower than the exercise price, and as such the stock options are anti-dilutive.
NOTE E
GOODWILL AND OTHER INTANGIBLES
The Companys finite and indefinite-lived intangible assets consist of the following:
September 30, 2009 | December 31, 2008 | |||||||||||||||
Gross Carrying | Accumulated | Gross Carrying | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||
Finite-lived intangible assets |
||||||||||||||||
Patents |
$ | 4,809 | $ | (3,135 | ) | $ | 4,807 | $ | (2,901 | ) | ||||||
Land use rights |
1,360 | (49 | ) | 1,350 | (32 | ) | ||||||||||
Customer relationships |
1,003 | (483 | ) | 1,003 | (369 | ) | ||||||||||
$ | 7,172 | $ | (3,667 | ) | $ | 7,160 | $ | (3,302 | ) | |||||||
Indefinite-lived intangible assets |
||||||||||||||||
Goodwill |
$ | 6,436 | $ | 5,520 | ||||||||||||
The Company performs its annual impairment test for goodwill utilizing a discounted cash flow
methodology, market comparables, and an overall market capitalization reasonableness test in
computing fair value by reporting unit. The Company then compares the fair value of the reporting
unit with its carrying value to assess if goodwill has been impaired. Based on the assumptions as
to growth, discount rates and the weighting used for each respective valuation methodology, results
of the valuations could be significantly changed. However, the Company believes that the
methodologies and weightings used are reasonable and result in appropriate fair values of the
reporting units.
The Company performed its annual impairment test for goodwill as of January 1, 2009, and determined
that no adjustment to the carrying value was required. The aggregate amortization expense for
other intangibles with finite lives for the three and nine month periods ended September 30, 2009
and 2008 was $.1 million and $.4 million. Amortization expense is estimated to be $.5 million
annually for 2009 and 2010, and $.4 million annually for 2011 through 2013.
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The Companys addition of $.4 million to goodwill is related to an earnout payment for Direct Power
and Water Corporation, acquired in March 2007. The Companys only intangible asset with an
indefinite life is goodwill. The changes in the carrying amount of goodwill, by segment, for the
nine month period ended September 30, 2009, are as follows:
Australia | South Africa | Poland | All Other | Total | ||||||||||||||||
Balance at January 1, 2009 |
$ | 1,735 | $ | 41 | $ | 1,140 | $ | 2,604 | $ | 5,520 | ||||||||||
Additions |
| | | 433 | 433 | |||||||||||||||
Currency translation |
457 | 11 | 16 | (1 | ) | 483 | ||||||||||||||
Balance at September 30, 2009 |
$ | 2,192 | $ | 52 | $ | 1,156 | $ | 3,036 | $ | 6,436 | ||||||||||
NOTE F
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 September 30, 2009, there were 9,000 options remaining available for issuance under the
Plan. The Plan expires on December 14, 2009. 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 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.
There were no options granted during the nine month period ended September 30, 2009. There were
13,000 options granted during the nine month period ended September 30, 2008. The fair value for
the stock options granted in 2008 were estimated at the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions:
2008 | ||||
Risk-free interest rate |
4.2 | % | ||
Dividend yield |
2.8 | % | ||
Expected life (years) |
6 | |||
Expected volatility |
34.4 | % |
Activity in the Plan for the nine month period ended September 30, 2009 was as follows:
Weighted - | Weighted - | |||||||||||||||
Average | Average | |||||||||||||||
Exercise | Remaining | Aggregate | ||||||||||||||
Number | Price per | Contractual | Intrinsic | |||||||||||||
of Shares | Share | Term (Years) | Value | |||||||||||||
Outstanding at January 1, 2009 |
107,092 | $ | 27.83 | |||||||||||||
Granted |
| | ||||||||||||||
Exercised |
(13,809 | ) | $ | 15.94 | ||||||||||||
Forfeited |
| | ||||||||||||||
Outstanding (vested and expected
to vest) at September 30, 2009 |
93,283 | $ | 29.59 | 4.8 | $ | 1,140 | ||||||||||
Exercisable at September 30, 2009 |
83,033 | $ | 27.60 | 4.4 | $ | 1,123 | ||||||||||
The weighted-average grant-date fair value of options granted during 2008 was $15.52. The total
intrinsic value of stock options exercised during the nine month periods ended September 30, 2009
and 2008 was $.4 million and $.3 million, respectively. Cash received for the exercise of stock
options during 2009 was $.2 million. The total fair value of stock options vested during the nine
month periods ended September 30, 2009 and 2008 was $.1 million and $.2 million, respectively.
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For the nine month periods ended September 30, 2009 and 2008, the Company recorded
compensation expense related to the stock options of $.1 million. The total compensation cost
related to nonvested awards not yet recognized at September 30, 2009 approximates $.1 million over
the next 1.5 years.
The excess tax benefits from stock-based awards for the nine month period ended September 30, 2009
was $.1 million and represents the reduction in income taxes otherwise payable during the period,
attributable to 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), certain
employees, officers and directors will be eligible to receive awards of stock options and
restricted shares. The purpose of this LTIP 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 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 expires on April 17, 2018.
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 cliff-vesting based upon the Companys level
of performance over the vesting period. All of the CEOs restricted shares are subject to vesting
based upon the Companys performance over the vesting period.
Because the award of restricted shares is compensatory, the restricted shares are granted 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 awards is based on
the market price of an unrestricted common share on the grant date. The Company currently
estimates that no awards will be forfeited.
A summary of the restricted share awards for the nine month period ended September 30, 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 September 30,
2009 |
115,346 | 12,475 | 127,821 | $ | 38.28 | |||||||||||
For time-based awards, the Company recognizes compensation expense on a straight-line basis over
the requisite service period of the award in General and administrative expense. As of September
30, 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 nine month period ended September 30, 2009, time-based
compensation expense was $.1 million.
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 net sales and pretax
income over a requisite performance period. Depending on the extent to which the performance
criterions are satisfied under the LTIP, the participants are eligible to earn common shares at the
end of the vesting period. Performance-based compensation expense for the nine month period ended
September 30, 2009 was $1.2 million and is recorded in General and administrative expense. As of
September 30, 2009, the remaining performance-based restricted share awards compensation expense of
$3 million is expected to be
recognized over a weighted-average remaining period of approximately 1.5 years.
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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.
Dividends declared on 2009 grants and thereafter will be accrued in cash dividends.
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, there are 172,179 common shares
currently available for additional grants.
NOTE G 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.
In April 2009, the FASB issued FSP No. 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly, as codified in FASB ASC 820-10-65, which 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 FSP No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of
Financial Instruments, as codified in FASB ASC 825-10-50. ASC 825-10-50 requires interim
disclosures regarding the fair values of financial instruments that are within the scope of ASC
825, formerly SFAS No. 107, Disclosures about Fair Value of Financial Instruments 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 an impact on the Companys consolidated
financial statements.
The carrying value of the Companys current financial instruments, which include cash and cash
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 September
30, 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 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:
September 30, 2009 | December 31, 2008 | |||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | |||||||||||||
Long-term debt and
related current
maturities |
$ | 4,345 | $ | 4,408 | $ | 3,294 | $ | 3,147 | ||||||||
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NOTE H RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In December 2007, the FASB issued SFAS No. 141R, Business Combinations, as codified in FASB ASC
Topic 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 will impact the Companys consolidated financial statements to the extent the Company
enters into a business acquisition in the future.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51, as codified in FASB ASC Topic 810, Consolidation (ASC
810). 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.
In April 2009, the FASB issued FSP 141R-1, Accounting for Assets Acquired and Liabilities Assumed
in a Business Combination That Arise from Contingencies, as codified in FASB ASC Topic 805. ASC
805 requires that an acquirer recognize at fair value, at the acquisition date, an asset acquired
or a liability assumed in a business combination that arises from a contingency if the
acquisition-date fair value of that asset or liability can be determined during the measurement
period. If the acquisition-date fair value of such an asset acquired or liability assumed cannot be
determined, the acquirer should apply the provisions of SFAS 5, Accounting for Contingencies, as
codified in FASB ASC Topic 450, Contingencies (ASC 450), to determine whether the contingency
should be recognized at the acquisition date or thereafter. The adoption of ASC 805 is applied
prospectively and the Company will conform to ASC 805 to the extent the Company enters into a
business acquisition in the future.
In May 2009, the FASB issued FAS 165, Subsequent Events, as codified in FASB ASC Topic 855,
Subsequent Events (ASC 855), which established 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. The adoption impacted the Companys disclosure reporting requirements and did not have an
impact on the Companys financial condition, results of operations, or cash flows.
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments, as codified in FASB ASC Topic 320, Investments Debt and
Equity Securities (ASC 320), which amend the other-than-temporary impairment guidance for debt and
equity securities. This statement modifies the other-than-temporary impairment guidance for debt
securities through increased consistency in the timing of impairment recognition and enhanced
disclosures related to the credit and noncredit components of impaired debt securities that are not
expected to be sold. In addition, increased disclosures are required for both debt and equity
securities regarding expected cash flows, credit losses, and securities with unrealized losses.
This statement is effective for interim and annual reporting periods ending after June 15, 2009.
The adoption did not have an impact on the Companys financial
condition, results of operations, or
cash flows.
In June 2009, the FASB issued FAS 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles, as codified in FASB ASC Topic 105,
Generally Accepted Accounting Principles (ASC 105). This statement became the source of
authoritative U.S. generally accepted accounting principles (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. Following this statement, the
Codification will supersede all then-existing non-SEC accounting and reporting standards. The FASB
will not issue new standards in the form of Statements, FASB
Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting
Standards Updates. All other non-grandfathered non-SEC accounting literature not included in the
Codification will become non authoritative. The Company adopted this statement effective as of
September 30, 2009 by modifying certain of its disclosures in this Form 10-Q to comply with the
requirements. The adoption did not impact the Companys financial condition, results of
operations, or cash flow.
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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 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.
NOTE I RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued FAS 166, Accounting for Transfers of Financial Assets (FAS 166), an
amendment of FAS 140. FAS 166 is intended to improve the relevance, representational faithfulness,
and comparability of the information that a reporting entity provides in its financial statements
about a transfer of financial assets: the effects of a transfer on its financial position,
financial performance, and cash flows: and a transferors continuing involvement, if any, in
transferred financial assets. This statement must be applied as of the beginning of each reporting
entitys first annual reporting period that begins after November 15, 2009. The Company does not
expect the adoption of FAS 166 to have an impact on the Companys financial condition, results of
operations, or cash flows.
In June 2009, the FASB issued FAS 167, Amendments to FASB Interpretation No. 46(R) (FAS 167).
FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46
(revised December 2003), Consolidation of Variable Interest Entities (Interpretation), as a
result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2)
constituent concerns about the application of certain key provisions of Interpretation, including
those in which the accounting and disclosures under the Interpretation do not always provided
timely and useful information about an enterprises involvement in a variable interest entity. FAS
167 must be applied as of the beginning of each reporting entitys first annual reporting period
that begins after November 15, 2009. The Company does not expect the adoption of FAS 167 to have an
impact on the Companys financial condition, results of operations, or cash flows.
NOTE J SEGMENT INFORMATION
The following tables present a summary of the Companys reportable segments for the three and nine
month periods ended September 30, 2009 and 2008. Financial results for the PLP-USA segment include
the elimination of all segments intercompany profit in inventory.
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Three month period ended September 30 |
Nine month period ended September 30 |
|||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Net sales |
||||||||||||||||
PLP-USA |
$ | 27,007 | $ | 30,021 | $ | 81,706 | $ | 85,725 | ||||||||
Australia |
7,207 | 7,754 | 19,149 | 22,442 | ||||||||||||
Brazil |
9,132 | 8,244 | 20,014 | 24,183 | ||||||||||||
South Africa |
3,284 | 3,416 | 7,431 | 7,553 | ||||||||||||
Canada |
2,885 | 2,613 | 8,440 | 7,685 | ||||||||||||
Poland |
3,053 | 6,984 | 8,748 | 16,358 | ||||||||||||
All Other |
16,564 | 14,920 | 41,906 | 45,233 | ||||||||||||
Total net sales |
$ | 69,132 | $ | 73,952 | $ | 187,394 | $ | 209,179 | ||||||||
Intersegment sales |
||||||||||||||||
PLP-USA |
$ | 1,504 | $ | 2,181 | $ | 4,579 | $ | 5,232 | ||||||||
Australia |
19 | 25 | 53 | 44 | ||||||||||||
Brazil |
804 | 387 | 1,774 | 1,397 | ||||||||||||
South Africa |
191 | 178 | 395 | 678 | ||||||||||||
Canada |
97 | 130 | 213 | 343 | ||||||||||||
Poland |
182 | 86 | 926 | 318 | ||||||||||||
All Other |
2,824 | 2,801 | 8,054 | 7,135 | ||||||||||||
Total intersegment sales |
$ | 5,621 | $ | 5,788 | $ | 15,994 | $ | 15,147 | ||||||||
Interest income |
||||||||||||||||
PLP-USA |
$ | | $ | 38 | $ | 15 | $ | 105 | ||||||||
Australia |
10 | 37 | 19 | 92 | ||||||||||||
Brazil |
21 | 20 | 59 | 49 | ||||||||||||
South Africa |
32 | 27 | 99 | 100 | ||||||||||||
Canada |
3 | 27 | 13 | 80 | ||||||||||||
Poland |
9 | 4 | 27 | 8 | ||||||||||||
All Other |
20 | 72 | 75 | 221 | ||||||||||||
Total interest income |
$ | 95 | $ | 225 | $ | 307 | $ | 655 | ||||||||
Interest expense |
||||||||||||||||
PLP-USA |
$ | (15 | ) | $ | (8 | ) | $ | (23 | ) | $ | (30 | ) | ||||
Australia |
(25 | ) | (40 | ) | (60 | ) | (136 | ) | ||||||||
Brazil |
(38 | ) | (7 | ) | (63 | ) | (12 | ) | ||||||||
South Africa |
| (1 | ) | (1 | ) | (1 | ) | |||||||||
Canada |
| | | | ||||||||||||
Poland |
(7 | ) | (19 | ) | (19 | ) | (59 | ) | ||||||||
All Other |
(68 | ) | (63 | ) | (203 | ) | (177 | ) | ||||||||
Total interest expense |
$ | (153 | ) | $ | (138 | ) | $ | (369 | ) | $ | (415 | ) | ||||
Income from continuing operations, net of tax |
||||||||||||||||
PLP-USA |
$ | 2,557 | $ | 2,935 | $ | 4,807 | $ | 5,284 | ||||||||
Australia |
136 | 203 | 248 | 430 | ||||||||||||
Brazil |
764 | 327 | 909 | 903 | ||||||||||||
South Africa |
153 | 706 | 764 | 1,620 | ||||||||||||
Canada |
526 | 435 | 1,464 | 1,276 | ||||||||||||
Poland |
183 | 963 | 731 | 1,685 | ||||||||||||
All Other |
1,940 | 1,045 | 3,595 | 3,197 | ||||||||||||
Total income from continuing operations, net of tax |
6,259 | 6,614 | 12,518 | 14,395 | ||||||||||||
Income (loss) from discontinued operations, net of tax |
| (34 | ) | | 735 | |||||||||||
Net income |
6,259 | 6,580 | 12,518 | 15,130 | ||||||||||||
Net income (loss) attributable to noncontrolling interest,
net of tax |
(61 | ) | 157 | (108 | ) | 268 | ||||||||||
Net income attributable to PLPC |
$ | 6,320 | $ | 6,423 | $ | 12,626 | $ | 14,862 | ||||||||
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September 30 | December 31 | |||||||
2009 | 2008 | |||||||
Assets |
||||||||
PLP-USA |
$ | 76,692 | $ | 72,641 | ||||
Australia |
26,798 | 19,438 | ||||||
Brazil |
23,066 | 16,087 | ||||||
South Africa |
7,674 | 5,569 | ||||||
Canada |
11,471 | 8,545 | ||||||
Poland |
14,746 | 13,920 | ||||||
All Other |
60,897 | 54,675 | ||||||
Total assets |
$ | 221,344 | $ | 190,875 | ||||
NOTE K INCOME TAXES
The Companys effective tax rate was 26% and 29% for the three month periods ended September 30,
2009 and 2008, and 31% for each of the nine month periods ended September 30, 2009 and 2008. The
lower effective tax rate for the three month period ended September 30, 2009 compared to the
statutory tax rate of 34% is primarily due to the favorable benefit from foreign earnings in
jurisdictions with lower tax rates and the decrease of unrecognized tax benefits related to the
expiration of statutes of limitations.
The Company provides valuation allowances against deferred tax assets when it is more likely than
not that some portion, or all of its deferred tax assets will not be realized. No significant
changes were made for the three and nine month periods ended September 30, 2009.
As of September 30, 2009, the Company had gross unrecognized tax benefits of approximately $.7
million. Under the provisions of ASC Topic 740, Income Taxes, the Company decreased its
unrecognized tax benefits by $.6 million primarily due to the expiration of statutes of
limitations. The Company recognized less than $.1 million of additional unrecognized tax benefit
for the three month period ended September 30, 2009.
NOTE L BUSINESS COMBINATIONS
On May 21, 2008, the Company entered into an agreement for $.3 million 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 September 30, 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 M SUBSEQUENT EVENT
On October 22, 2009, the Company and Tyco Electronics Group S.A. (Tyco Electronics) entered into a
Stock and Asset Purchase Agreement (the Purchase Agreement) pursuant to which, at closing, the
Company will acquire from Tyco Electronics its Dulmison business for $16 million and the assumption
of certain liabilities, subject to a customary post-closing working capital adjustment. 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 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.
In accordance with the Purchase Agreement, the acquisition of Dulmison includes both the
acquisition of equity of certain Tyco Electronics entities and the acquisition of assets from other
Tyco Electronics entities. The closing of the acquisition is subject to customary closing
conditions, including certain regulatory approvals, and is expected to occur within ninety days
from entering into the Purchase Agreement.
16
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ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
OVERVIEW
Preformed Line Products Company (the Company, PLPC, we, us, or our) was incorporated in
Ohio in 1947. We are an international designer and manufacturer of products and systems employed
in the construction and maintenance of overhead and underground networks for the energy,
telecommunication, cable operators, information (data communication), and other similar industries.
Our primary products support, protect, connect, terminate, and secure cables and wires. We also
provide solar hardware systems 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 October 22, 2009, PLPC and Tyco Electronics Group S.A. (Tyco Electronics) entered into a Stock
and Asset Purchase Agreement (the Purchase Agreement) pursuant to which, at closing, PLPC will
acquire from Tyco Electronics its Dulmison business for $16 million and the assumption of certain
liabilities, subject to a customary post-closing working capital adjustment. 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 Thailand,
Indonesia, Malaysia, China, Australia, Mexico, and the United States. We believe that the
acquisition of Dulmison will strengthen our position in the power distribution and transmission
hardware market and will expand our presence in the Asia-Pacific region.
In accordance with the Purchase Agreement, the acquisition of Dulmison includes both the
acquisition of equity of certain Tyco Electronics entities and the acquisition of assets from other
Tyco Electronics entities. The closing of the acquisition is subject to customary closing
conditions, including certain regulatory approvals, and is expected to occur within ninety days
from entering into the Purchase Agreement.
DISCONTINUED OPERATION
Our consolidated financial statements were impacted by our sale of Superior Modular Products (SMP)
on May 30, 2008. We sold our SMP subsidiary for $11.8 million, which included a $.8 million gain,
net of tax, and a holdback of $1.5 million. During the nine month period ended September 30, 2009,
we received the remaining balance of $.8 million of the holdback. We have not had 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 the current year and from a preceding year. 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 consolidated statements of operations as income
from discontinued operations, net of tax, and all periods presented have been reclassified. For the
three month period ended September 30, 2008, loss from discontinued operations, net of tax, was
less than $.1 million, or $.01 per diluted share. Income from discontinued operations, net of tax,
for the nine month period ended September 30, 2008 was $.7 million, or $.14 per diluted share.
17
Table of Contents
Preface
Our net sales for the three month period ended September 30, 2009 decreased $4.8 million, or 7%,
and gross profit decreased $.8 million, or 3%, compared to the three month period ended September
30, 2008. Our net sales decrease was caused by a 9% decrease in total foreign net sales and a 5%
decrease in U.S net sales due to the continued effects of worldwide economic downturn. Our
financial results are subject to fluctuations in the exchange rates of foreign currencies
in relation to the United States dollar. Of the 7% decrease in net sales, 6% was from an
unfavorable effect on the change in the translation rate of local currencies as a result of a
stronger U.S. dollar to certain foreign currencies compared to 2008. Therefore, excluding the
effect of currency translation, net sales decreased 1% compared to 2008. Excluding the effect of
currency translation, gross profit increased 2% compared to 2008, primarily due to an improvement
in production costs partially offset by a decrease in net sales. Costs and expenses decreased $.1
million, or 1%. Excluding the effect of currency translation, costs and expenses increased 5%
compared to 2008. As a result, income from continuing operations, net of tax, of $6.3 million,
decreased $.4 million, or 5%, and excluding the unfavorable effect on the change in the translation
rates to local currencies, income from continuing operations, net of tax, remained unchanged
compared to 2008.
Our net sales for the nine month period ended September 30, 2009 decreased $21.8 million, or 10%,
and gross profit decreased $5.1 million, or 7%, compared to the nine month period ended September
30, 2008. Excluding the effect of currency translation, net sales decreased 2%. During the first
nine months of 2009, certain of the end markets that we serve continued to see further sales
declines. Gross profit decreased $5.1 million, or 7%, primarily due to the decrease in net sales.
Excluding the effect of currency translation, gross profit increased 1% compared to 2008.
Excluding the effect of currency translation, costs and expenses increased $2.2 million, or 5%, as
foreign costs and expenses increased $1.4 million and U.S. costs and expenses increased $.8
million. As a result, income from continuing operations, net of tax, of $12.5 million, decreased
$1.9 million, or 13%, compared to 2008. Excluding the effect of currency translation, income from
continuing operations, net of tax, decreased 5% 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
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
economic 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.
18
Table of Contents
THREE MONTH PERIOD ENDED SEPTEMBER 30, 2009 COMPARED TO THREE MONTH PERIOD ENDED SEPTEMBER 30, 2008
Net Sales. For the three month period ended September 30, 2009, net sales were $69.1 million, a
decrease of $4.8 million, or 7%, from the three month period ended September 30, 2008. Excluding
the effect of currency translation, net sales decreased 1% as summarized in the following table:
Three month period ended September 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2009 | 2008 | Change | translation | translation | change | ||||||||||||||||||
Net sales |
||||||||||||||||||||||||
PLP-USA |
$ | 27,007 | $ | 30,021 | $ | (3,014 | ) | $ | | $ | (3,014 | ) | (10 | )% | ||||||||||
Australia |
7,207 | 7,754 | (547 | ) | (503 | ) | (44 | ) | (1 | ) | ||||||||||||||
Brazil |
9,132 | 8,244 | 888 | (1,191 | ) | 2,079 | 25 | |||||||||||||||||
South Africa |
3,284 | 3,416 | (132 | ) | (35 | ) | (97 | ) | (3 | ) | ||||||||||||||
Canada |
2,885 | 2,613 | 272 | (153 | ) | 425 | 16 | |||||||||||||||||
Poland |
3,053 | 6,984 | (3,931 | ) | (1,045 | ) | (2,886 | ) | (41 | ) | ||||||||||||||
All Other |
16,564 | 14,920 | 1,644 | (1,038 | ) | 2,682 | 18 | |||||||||||||||||
Consolidated |
$ | 69,132 | $ | 73,952 | $ | (4,820 | ) | $ | (3,965 | ) | $ | (855 | ) | (1 | )% | |||||||||
The decrease in PLP-USA net sales of $3 million, or 10%, was primarily due to a $2.9 million sales
volume decrease due to a decline in the domestic economy. International net sales were unfavorably
affected by $4 million when converted to U.S. dollars, as a result of a stronger U.S. dollar to
certain foreign currencies. Excluding the effect of currency translation, Australia net sales
remained flat compared to 2008. Excluding the effect of currency translation, Brazil net sales
increased
$2.1 million, or 25%, primarily as a result of higher sales volume in their energy markets.
Excluding the effect of currency translation, South Africa net sales decreased $.1 million, or 3%,
primarily due to lower sales volume in their markets. Excluding the effect of currency
translation, Canada net sales increased $.4 million, or 16%, due to higher sales volume in their
markets. Excluding the effect of currency translation, Poland net sales decreased $2.9 million, or
41%, primarily due to a decrease in domestic sales volume driven by the current economic conditions
in the country. Excluding the effect of currency translation, All Other net sales increased $2.7
million, or 18%, due to an increase in sales volume/mix. We continue to see competitive pricing
pressures globally as well as a decline in the global economy which we expect will continue to
negatively affect sales and profitability for the remainder of 2009.
Gross profit. Gross profit of $24.6 million for the three month period ended September 30, 2009
decreased $.8 million, or 3%, compared to the three month period ended September 30, 2008.
Excluding the effect of currency translation, gross profit increased 2% as summarized in the
following table:
Three month period ended September 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2009 | 2008 | Change | translation | translation | change | ||||||||||||||||||
Gross profit |
||||||||||||||||||||||||
PLP-USA |
$ | 10,241 | $ | 10,730 | $ | (489 | ) | $ | | $ | (489 | ) | (5 | )% | ||||||||||
Australia |
2,236 | 2,603 | (367 | ) | (166 | ) | (201 | ) | (8 | ) | ||||||||||||||
Brazil |
2,940 | 2,484 | 456 | (379 | ) | 835 | 34 | |||||||||||||||||
South Africa |
951 | 1,456 | (505 | ) | (6 | ) | (499 | ) | (34 | ) | ||||||||||||||
Canada |
1,293 | 1,144 | 149 | (71 | ) | 220 | 19 | |||||||||||||||||
Poland |
901 | 2,174 | (1,273 | ) | (306 | ) | (967 | ) | (44 | ) | ||||||||||||||
All Other |
6,052 | 4,872 | 1,180 | (472 | ) | 1,652 | 34 | |||||||||||||||||
Consolidated |
$ | 24,614 | $ | 25,463 | $ | (849 | ) | $ | (1,400 | ) | $ | 551 | 2 | % | ||||||||||
PLP-USA gross profit of $10.2 million decreased $.5 million, or 5%. The $.5 million decrease in
gross profit was a result of $1.1 million decrease in gross profit on lower sales volume partially
offset by improved product margins. Excluding the effect of currency translation, the Australia
gross profit decrease of $.2 million was a result of higher material costs due to product mix of
$.5 million partially offset by an improvement in manufacturing efficiencies. Excluding the effect
of currency translation, the Brazil gross profit increase of $.8 million was primarily due to a $.7
million increase on higher net sales coupled with improved production margins. Excluding the
effect of currency translation, South Africa gross profit decreased $.5 million due primarily to a
$.3 million increase in higher material costs coupled with an increase in manufacturing costs
primarily due to the product mix compared to 2008. Excluding the effect of currency translation,
Canada gross profit increased $.2 million primarily due to an increase in net sales. Excluding the
effect of currency translation, Polands gross profit decrease of $1 million was the result of $.9
million from lower net sales volume coupled with lower production margins partially offset by lower
material costs of $.2 million. Excluding the effect of currency translation, All Other gross
profit increased $1.7 million primarily as a result of $1.2 million increase from higher sales
volume coupled with higher production margins.
19
Table of Contents
Cost and expenses. Cost and expenses for the three month period ended September 30, 2009 increased
$.1 million, or less than 1%, compared to the three month period ended September 30, 2008.
Excluding the effect of currency translation, cost and expenses increased 5% as summarized in the
following table:
Three month period ended September 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2009 | 2008 | Change | translation | translation | change | ||||||||||||||||||
Costs and expenses |
||||||||||||||||||||||||
PLP-USA |
$ | 8,668 | $ | 8,117 | $ | 551 | $ | | $ | 551 | 7 | % | ||||||||||||
Australia |
1,743 | 1,921 | (178 | ) | (47 | ) | (131 | ) | (7 | ) | ||||||||||||||
Brazil |
1,594 | 1,750 | (156 | ) | (219 | ) | 63 | 4 | ||||||||||||||||
South Africa |
481 | 345 | 136 | (3 | ) | 139 | 40 | |||||||||||||||||
Canada |
390 | 407 | (17 | ) | (22 | ) | 5 | 1 | ||||||||||||||||
Poland |
658 | 894 | (236 | ) | (240 | ) | 4 | | ||||||||||||||||
All Other |
2,899 | 2,871 | 28 | (197 | ) | 225 | 8 | |||||||||||||||||
Consolidated |
$ | 16,433 | $ | 16,305 | $ | 128 | $ | (728 | ) | $ | 856 | 5 | % | |||||||||||
PLP-USA costs and expenses increased $.6 million primarily due to an increase in personnel related
costs of $.9 million, repairs and maintenance of $.5 million, and acquisition-related costs of $.3
million, partially offset by lower commissions related to lower sales and the mix of commissionable
sales of $.1 million, an increase in the cash surrender value of life insurance policies of $.2
million, a gain of foreign currency transactions of $.6 million, a decrease in advertising expenses
of $.2 million, and legal expense of $.1 million. Excluding the effect of currency translation,
Australia costs and expenses decreased $.1 million primarily due to lower legal expense coupled
with less foreign currency transaction expenses partially offset by higher personnel related costs
due to the acquisition of BlueSky Energy Pty Ltd, and acquisition-related costs. Excluding the
effect of currency translation, Brazil costs and expenses increased less than $.1 million primarily
due to an increase in consulting, commissions and research and engineering expenses partially
offset by the payments received by customers whose balances were previously reserved against in
2008. Excluding the effect of currency translation, South Africas costs and expenses increased
$.1 million primarily due to personnel related costs, consulting, travel, and building maintenance
expenses. Excluding the effect of currency translation, Canada and Polands costs and expenses
remained relatively unchanged compared to 2008. Excluding the effect of currency translation, All
Other costs and expenses increased $.2 million primarily due to personnel related costs and
commissions.
Operating income. Operating income of $8.2 million for the three month period ended September 30,
2009 decreased $1 million, or 11%, compared to the three month period ended September 30, 2008
primarily due to the $.9 million decrease in gross profit coupled with an increase in costs and
expenses of $.1 million. PLP-USA operating income of $2.9 million decreased $.9 million primarily
as a result of the $.5 million decrease in gross profit coupled with a $.6 million increase in
costs and expenses partially offset by an increase in intercompany royalty income. International
operating income was unfavorably affected by $.6 million when converted to U.S. dollars as a result
of a stronger U.S. dollar to certain foreign currencies. Excluding the effect of currency
translation, Australia operating income decreased $.1 million as a result of the $.2 million
decrease in gross profit partially offset by a $.1 million decrease in costs and expenses.
Excluding the effect of currency translation, Brazil operating income increased $.8 million
primarily as a result of the increase in gross profit. Excluding the effect of currency
translation, South Africa operating income decreased $.6 million as a result of the $.5 million
decrease in gross profit coupled with a $.1 million increase in costs and expenses. Excluding the
effect of currency translation, Canada operating income increased $.2 million primarily as a result
of an increase in gross profit. Excluding the effect of currency translation, Poland operating
income decreased $1 million primarily as a result of a decrease in gross profit. Excluding the
effect of currency translation, All Other operating income increased $1.3 million primarily as a
result of the $1.7 million increase in gross profit partially offset by a $.2 million increase in
costs and expenses and a $.2 million increase in intercompany royalty expense.
20
Table of Contents
Other income (expense). Other income (expense) for the three month period ended September 30, 2009
of $.3 million remained unchanged compared to the three month period ended September 30, 2008.
Other income (expense) increased primarily related to the generation of natural gas at 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 by a decrease in
interest income at our domestic and foreign locations.
Income taxes. Income taxes from continuing operations for the three month period ended September
30, 2009 of $2.2 million were $.6 million lower than in 2008. The effective tax rate for the three
month period ended September 30, 2009 was 26% compared to 29% in 2008. The effective tax rate for
the three month period ended September 30, 2009 is lower than the statutory federal rate of 34%
primarily due to increased foreign earnings in jurisdictions with lower tax rates and the decrease
of unrecognized tax benefits primarily due to the expiration of statutes of limitations.
Income from continuing operations, net of tax. As a result of the preceding items, income from
continuing operations, net of tax, for the three month period ended September 30, 2009 was $6.3
million, compared to income from continuing operations, net of tax, of $6.6 million, for the three
month period ended September 30, 2008. Excluding the effect of currency translation, income from
continuing operations, net of tax, remained unchanged as summarized in the following table:
Three month period ended September 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2009 | 2008 | Change | translation | translation | change | ||||||||||||||||||
Income from continuing
operations, net of tax |
||||||||||||||||||||||||
PLP-USA |
2,557 | $ | 2,935 | $ | (378 | ) | $ | | $ | (378 | ) | (13 | )% | |||||||||||
Australia |
136 | 203 | (67 | ) | (13 | ) | (54 | ) | (27 | ) | ||||||||||||||
Brazil |
764 | 327 | 437 | (93 | ) | 530 | 162 | |||||||||||||||||
South Africa |
153 | 706 | (553 | ) | (8 | ) | (545 | ) | (77 | ) | ||||||||||||||
Canada |
526 | 435 | 91 | (29 | ) | 120 | 28 | |||||||||||||||||
Poland |
183 | 963 | (780 | ) | (51 | ) | (729 | ) | (76 | ) | ||||||||||||||
All Other |
1,940 | 1,045 | 895 | (146 | ) | 1,041 | 100 | |||||||||||||||||
Consolidated |
$ | 6,259 | $ | 6,614 | $ | (355 | ) | $ | (340 | ) | $ | (15 | ) | | % | |||||||||
PLP-USA income from continuing operations, net of tax, decreased $.4 million as a result of the $.9
million decrease in operating income partially offset by lower income taxes of $.5 million and an
increase in other income. Excluding the effect of currency translation, Australia income from
continuing operations, net of tax, decreased $.1 million due to a $.1 decrease in operating income
coupled with a decrease in other income partially offset by lower income taxes of $.1 million.
Excluding the effect of currency translation, Brazil income from continuing operations, net of tax,
increased $.5 million as a result of an increase in operating income of $.8 million partially
offset by an increase in income taxes. Excluding the effect of currency translation, South Africa
income from continuing operations, net of tax, decreased $.5 million as a result of a decrease in
operating income of $.6 million partially offset by lower income taxes of $.1 million. Excluding
the effect of currency translation, Canada income from continuing operations, net of tax, increased
$.1 million primarily as a result of a $.2 million increase in operating income partially offset by
an increase in income taxes. Excluding the effect of currency translation, Poland income from
continuing operations, net of tax, decreased $.7 million primarily as a result of a $1 million
decrease in operating income partially offset by a decrease in income taxes. Excluding the effect
of currency translation, All Other income from continuing operations, net of tax increased $1
million primarily as a result of the $1.3 million increase in operating income partially offset by
an increase in income taxes of $.1 million coupled with lower other income.
21
Table of Contents
NINE MONTH PERIOD ENDED SEPTEMBER 30, 2009 COMPARED TO NINE MONTH PERIOD ENDED SEPTEMBER 30, 2008
Net Sales. For the nine month period ended September 30, 2009, net sales were $187.4 million, a
decrease of $21.8 million, or 10%, compared to the nine month period ended September 30, 2008.
Excluding the effect of currency translation, net sales decreased 2% as summarized in the following
table:
Nine month period ended September 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2009 | 2008 | Change | translation | translation | change | ||||||||||||||||||
Net sales |
||||||||||||||||||||||||
PLP-USA |
$ | 81,706 | $ | 85,725 | $ | (4,019 | ) | $ | | $ | (4,019 | ) | (5 | )% | ||||||||||
Australia |
19,149 | 22,442 | (3,293 | ) | (4,142 | ) | 849 | 4 | ||||||||||||||||
Brazil |
20,014 | 24,183 | (4,169 | ) | (4,398 | ) | 229 | 1 | ||||||||||||||||
South Africa |
7,431 | 7,553 | (122 | ) | (757 | ) | 635 | 8 | ||||||||||||||||
Canada |
8,440 | 7,685 | 755 | (1,212 | ) | 1,967 | 26 | |||||||||||||||||
Poland |
8,748 | 16,358 | (7,610 | ) | (3,791 | ) | (3,819 | ) | (23 | ) | ||||||||||||||
All Other |
41,906 | 45,233 | (3,327 | ) | (4,339 | ) | 1,012 | 2 | ||||||||||||||||
Consolidated |
$ | 187,394 | $ | 209,179 | $ | (21,785 | ) | $ | (18,639 | ) | $ | (3,146 | ) | (2 | )% | |||||||||
The decrease in PLP-USA net sales of $4 million, or 5%, was primarily due to a sales volume/mix
decrease. We anticipate a slight decrease in sales compared to the first nine months of
2009 for the remainder of 2009, as we believe PLP-USA will continue to be negatively affected by a
continued difficult economy and depressed housing market for the remainder of the year.
International net sales for the nine month period ended September 30, 2009 were unfavorably
affected by $18.6 million when converted to U.S. dollars, as a result of a stronger U.S. dollar to
certain foreign currencies. Excluding the effect of currency translation, Australia net sales
increased $.8 million, or 4%, primarily as a result of higher volume/ mix in energy sales and the
increase in sales related to BlueSky Energy Pty Ltd. Excluding the effect of currency
translation, Brazil net sales increased $.2 million, or 1%, as a result of increased sales volume,
primarily in the three month period ended September 30, 2009, in their markets. Excluding the
effect of currency translation, South Africa net sales increased $.6 million, or 8%, primarily as a
result of increased volume in energy sales. Excluding the effect of currency translation, Canada
net sales increased $2 million, or 26%, due to higher sales volume in their markets. Excluding the
effect of currency translation, Poland net sales decreased $3.8 million, or 23%, due to a decrease
in sales volume in the second and third quarters of 2009 compared to 2008 due to the economic
downturn in their domestic markets. Excluding the effect of currency translation, All Other net
sales increased $1 million, or 2%, due to a increase in volume. We continue to see competitive
pricing pressures globally as well as a decline in the global economy, which will continue to
negatively affect sales and profitability in 2009.
22
Table of Contents
Gross profit. Gross profit of $63 million for the nine month period ended September 30, 2009
decreased $5.1 million, or 7%, compared to the nine month period ended September 30, 2008.
Excluding the effect of currency translation, gross profit increased 1% as summarized in the
following table:
Nine month period ended September 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2009 | 2008 | Change | translation | translation | change | ||||||||||||||||||
Gross profit |
||||||||||||||||||||||||
PLP-USA |
$ | 28,369 | $ | 28,414 | $ | (45 | ) | $ | | $ | (45 | ) | | % | ||||||||||
Australia |
5,483 | 6,976 | (1,493 | ) | (1,135 | ) | (358 | ) | (5 | ) | ||||||||||||||
Brazil |
5,679 | 5,998 | (319 | ) | (1,188 | ) | 869 | 14 | ||||||||||||||||
South Africa |
2,595 | 3,444 | (849 | ) | (309 | ) | (540 | ) | (16 | ) | ||||||||||||||
Canada |
3,695 | 3,425 | 270 | (530 | ) | 800 | 23 | |||||||||||||||||
Poland |
2,642 | 4,605 | (1,963 | ) | (1,150 | ) | (813 | ) | (18 | ) | ||||||||||||||
All Other |
14,579 | 15,283 | (704 | ) | (1,547 | ) | 843 | 6 | ||||||||||||||||
Consolidated |
$ | 63,042 | $ | 68,145 | $ | (5,103 | ) | $ | (5,859 | ) | $ | 756 | 1 | % | ||||||||||
PLP-USA gross profit of $28.4 million remained unchanged compared to 2008. PLP-USA gross profit
decreased due to lower sales volume partially offset by improved product margins. Excluding the
effect of currency translation, the Australia gross profit decrease of $.4 million was a result of
$1.2 million from higher material costs partially offset by higher net sales of $.3 million coupled
with an improvement in manufacturing efficiencies. Excluding the effect of currency translation,
Brazil gross profit increase of $.9 million was the result of $.2 million increase in gross profit
on higher sales volume coupled with improved production margins. Excluding the effect of currency
translation, the South Africa gross profit decrease of $.5 million was a result of $.7 million from
higher material costs coupled with lower productions margins partially offset by an increase in net
sales of $.3 million. Excluding the effect of currency translation,
Canada gross profit increase of $.8 million was a result of $.9 million from higher net sales and a
$.2 million improvement in manufacturing efficiencies partially offset by an increase in material
costs of $.3 million. Excluding the effect of currency translation, Poland gross profit decrease of
$.8 million was a result of $1 million from lower sales volume coupled with a decrease in
production margins of $.8 million partially offset by lower material costs. Excluding the effect
of currency translation, the All Other gross profit increase of $.8 million was primarily due to a
$.9 million increase from higher net sales partially offset by lower production margins.
Cost and expenses. Cost and expenses for the nine month period ended September 30, 2009 decreased
$1.6 million, or 3%, compared to the nine month period ended September 30, 2008. Excluding the
effect of currency translation, cost and expenses increased 5% as summarized in the following
table:
Nine month period ended September 30, 2009 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2009 | 2008 | Change | translation | translation | change | ||||||||||||||||||
Costs and expenses |
||||||||||||||||||||||||
PLP-USA |
$ | 25,053 | $ | 24,405 | $ | 648 | $ | | $ | 648 | 3 | % | ||||||||||||
Australia |
4,269 | 5,240 | (971 | ) | (844 | ) | (127 | ) | (2 | ) | ||||||||||||||
Brazil |
4,047 | 4,281 | (234 | ) | (874 | ) | 640 | 15 | ||||||||||||||||
South Africa |
1,172 | 935 | 237 | (118 | ) | 355 | 38 | |||||||||||||||||
Canada |
1,171 | 1,262 | (91 | ) | (177 | ) | 86 | 7 | ||||||||||||||||
Poland |
1,719 | 2,375 | (656 | ) | (744 | ) | 88 | 4 | ||||||||||||||||
All Other |
8,513 | 9,084 | (571 | ) | (1,049 | ) | 478 | 5 | ||||||||||||||||
Consolidated |
$ | 45,944 | $ | 47,582 | $ | (1,638 | ) | $ | (3,806 | ) | $ | 2,168 | 5 | % | ||||||||||
23
Table of Contents
PLP-USA costs and expenses increased $.6 million primarily due to an increase in employee related
costs of $1.7 million, consulting expenses of $.4 million, repairs and maintenance expense of $.3
million primarily related to the Companys aircraft, acquisition-related costs of $.4 million,
partially offset by decreases in professional fees of $.6 million, advertising expenses of $.4
million, a reduction of travel expense of $.2 million, a gain on foreign currency transactions of
$.5 million, and other income of $.2 million. Excluding the effect of currency translation,
Australia costs and expenses decreased $.1 million primarily due to the acquisition of BlueSky
Energy Pty Ltd on March 21, 2008 and acquisition related costs. Excluding the effect of currency
translation, Brazil costs and expenses increased $.6 million primarily due to higher personnel
related costs, sales commissions, and consulting expenses. Excluding the effect of currency
translation, South Africa costs and expenses increased $.4 million due to higher personnel related
costs, research and engineering, and an increase in advertising and administrative expenses.
Excluding the effect of currency translation, Canada costs and expenses increased $.1 million due
to personnel related costs. Excluding the effect of currency translation, Poland costs and
expenses increased $.1 million due to personnel related costs and travel expenses. Excluding the
effect of currency translation, All Other costs and expenses increased $.5 million due to personnel
related costs.
Operating income. Operating income of $17.1 million for the nine month period ended September 30,
2009 decreased $3.5 million, or 17%, compared to the nine month period ended September 30, 2008
primarily due to the $5.1 million decrease in gross profit partially offset by the decrease in
costs and expenses of $1.6 million. PLP-USA operating income decreased $1 million as a result of
an increase in costs and expenses of $.6 million coupled with a decrease in intercompany royalty
income. International operating income was unfavorably affected by $1.6 million when converted to
U.S. dollars, as a result of a stronger U.S. dollar to certain foreign currencies. Excluding the
effect of currency translation, Australia operating income decreased $.2 million as a result of a
$.4 million decrease in gross profit partially offset by a decrease in costs and expenses.
Excluding the effect of currency translation, Brazil operating income increased $.2 million
primarily as a result of an increase in gross profit of $.9 million partially offset by a increase
in costs and expenses. Excluding the effect of currency translation, South Africa operating income
decreased $.9 million as a result of the $.5 million decrease in gross profit coupled with an
increase in costs and expenses. Excluding the effect of currency translation, Canada operating
income increased $.6 million as the result of a $.8 million increase in gross profit partially
offset by the increase in costs and expenses and intercompany royalty expense. Excluding the
effect of currency translation, Poland operating income
decreased $.9 million primarily as the result of a decrease in gross profit of $.8 million coupled
with the increase in costs and expenses. Excluding the effect of currency translation, All Other
operating income increased $.3 million primarily as a result of the $.8 million increase in gross
profit partially offset by a $.5 million increase in costs and expenses and a decrease in
intercompany royalty expense.
Other income (expense). Other income (expense) for the nine month period ended September 30, 2009
of $.9 million increased $.5 million compared to the nine month period ended September 30, 2008.
Other income (expense) increased primarily related to the generation of natural gas at 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 partially offset by a
decrease in interest income at our domestic and foreign locations.
Income taxes. Income taxes from continuing operations for the nine month period ended September
30, 2009 of $5.5 million was $1.1 million lower than in 2008. The effective tax rate for the nine
month period ended September 30, 2009 and 2008 was 31%. The effective tax rate for the nine month
period ended September 30, 2009 is lower than the statutory federal rate of 34% primarily due to
the favorable benefit from foreign earnings in jurisdictions with lower tax rates and the decrease
of unrecognized tax benefits primarily due to the expiration of statutes of limitations.
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Income from continuing operations, net of tax. As a result of the preceding items, income from
continuing operations, net of tax for the nine month period ended September 30, 2009, was $12.5
million, compared to income from continuing operations, net of tax, of $14.4 million, for the nine
month period ended September 30, 2008. Excluding the effect of currency translation, income from
continuing operations, net of tax, decreased 5% as summarized in the following table:
Nine month period ended September 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2009 | 2008 | Change | translation | translation | change | ||||||||||||||||||
Income from
continuing operations, net of tax |
||||||||||||||||||||||||
PLP-USA |
$ | 4,807 | $ | 5,284 | $ | (477 | ) | $ | | $ | (477 | ) | (9 | )% | ||||||||||
Australia |
248 | 430 | (182 | ) | (36 | ) | (146 | ) | (34 | ) | ||||||||||||||
Brazil |
909 | 903 | 6 | (202 | ) | 208 | 23 | |||||||||||||||||
South Africa |
764 | 1,620 | (856 | ) | (130 | ) | (726 | ) | (45 | ) | ||||||||||||||
Canada |
1,464 | 1,276 | 188 | (204 | ) | 392 | 31 | |||||||||||||||||
Poland |
731 | 1,685 | (954 | ) | (317 | ) | (637 | ) | (38 | ) | ||||||||||||||
All Other |
3,595 | 3,197 | 398 | (318 | ) | 716 | 22 | |||||||||||||||||
Consolidated |
$ | 12,518 | $ | 14,395 | $ | (1,877 | ) | $ | (1,207 | ) | $ | (670 | ) | (5 | )% | |||||||||
PLP-USA income from continuing operations, net of tax, decreased $.5 million as the result of a $1
million decrease in operating income coupled with a $.2 million increase in income taxes partially
offset by the increase in other income of $.7 million. Excluding the effect of currency
translation, Australia income from continuing operations, net of tax, decreased $.1 million due
primarily to the decrease in operating income of $.2 million coupled with the decrease in interest
income partially offset by the decrease in income taxes. Excluding the effect of currency
translation, Brazil income from continuing operations, net of tax, increased $.2 million primarily
as a result of the increase in operating income. Excluding the effect of currency translation,
South Africa income from continuing operations, net of tax, decreased $.7 million as a result of
the decrease in operating income of $.9 million partially offset by a decrease in income taxes.
Excluding the effect of currency translation, Canada income from continuing operations, net of tax,
increased $.4 million as a result of the increase in operating income of $.6 million offset by an
increase in income taxes of $.2 million coupled with a decrease in interest income. Excluding the
effect of currency translation, Poland income from continuing operations, net of tax, decreased $.6
million primarily as a result of the $.9 million decrease in operating income partially offset by a
decrease in income taxes. Excluding the effect of currency translation, All Other income from
continuing operations, net of tax, increased $.7 million primarily as a result of the $.4 million
increase in operating income coupled with lower income taxes of $.5 million partially offset by a
decrease in other income.
APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our critical accounting policies are consistent with the information set forth in Item 7,
Managements Discussion and Analysis of Financial Condition and Results of Operations, included in
our Form 10-K for the year ended December 31, 2008 and are, therefore, not presented herein.
WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES
Cash increased $15.7 million for the nine month period ended September 30, 2009. Net cash provided
by operating activities was $22.1 million primarily because of net income, noncash adjustments,
decrease in inventory and an increase in trade payables and accrued liabilities partially offset by
an increase in accounts receivable. The major investing and financing uses of cash were $6.7
million in capital expenditures, $3.2 million in dividend payments offset by cash proceeds of $.8
million related to the sale of SMP and net proceeds from debt borrowings of $.9 million.
Net cash used in investing activities of $6.2 million represents a decrease of $7.3 million when
compared to the cash provided by investing activities in the nine month period ended September 30,
2008. In May 2008, we sold the SMP operations for proceeds of $11.8 million, net of transaction
expenses. Also in May 2008, we formed a joint venture with BlueSky Energy Pty Ltd for an initial
cash payment of $.3 million. During 2009, we received the remaining $.8 million from escrow
related to the sale of the SMP operations and paid an earnout of $.4 million to the sellers of DPW,
originally purchased in March 2007. Capital expenditures decreased $2.3 million in the nine month
period ended September 30, 2009 when compared to 2008 due mostly to a solar installation project at
our Spain subsidiary, additional machinery investment at our U.S. locations and Polish subsidiary,
and a building expansion at our China subsidiary, all during 2008.
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Cash used in financing activities was $2.2 million compared to $12.2 million in the nine month
period ended September 30, 2008. This decrease was primarily a result of $.9 million in net debt
borrowings in 2009 compared to $2.1 million in net debt repayments in 2008 and $7.3 million cash
used to repurchase common shares outstanding during 2008.
Our current ratio was 3.1 to 1 at September 30, 2009 and 3.2 to 1 at December 31, 2008. At
September 30, 2009, our unused balance under our main credit facility was $20 million and our bank
debt to equity percentage was 5%. Our main revolving credit agreement contains, among other
provisions, requirements for maintaining levels of working capital, net worth, and profitability.
At September 30, 2009, we were in compliance with these covenants. 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 existing cash of $35.5 million,
together with 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 our 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.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In December 2007, the FASB issued SFAS No. 141R, Business Combinations, as codified in FASB ASC
Topic 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 will impact our consolidated financial statements to the extent the Company enters into a
business acquisition in the future.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51, as codified in FASB ASC Topic 810, Consolidation (ASC
810). 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 us is
the retroactive presentation and disclosure requirements for all periods presented on our
consolidated financial statements of noncontrolling interests.
In April 2009, the FASB issued FSP 141R-1, Accounting for Assets Acquired and Liabilities Assumed
in a Business Combination That Arise from Contingencies, as codified in FASB ASC Topic 805. ASC
805 requires that an acquirer recognize at fair value, at the acquisition date, an asset acquired
or a liability assumed in a business combination that arises from a contingency if the
acquisition-date fair value of that asset or liability can be determined during the measurement
period. If the acquisition-date fair value of such an asset acquired or liability assumed cannot be
determined, the acquirer should apply the provisions of SFAS 5, Accounting for Contingencies, as
codified in FASB ASC Topic 450, Contingencies (ASC 450), to determine whether the contingency
should be recognized at the acquisition date or thereafter. The adoption of ASC 805 is applied
prospectively and we will conform to ASC 805 to the extent we enter into a business acquisition in
the future.
In May 2009, the FASB issued FAS 165, Subsequent Events, as codified in FASB ASC Topic 855,
Subsequent Events (ASC 855), which established 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. The adoption impacted our disclosure reporting requirements and did not have an impact on
our financial condition, results of operations, or cash flows.
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In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments, as codified in FASB ASC Topic 320, Investments Debt and
Equity Securities (ASC 320), which amend the other-than-temporary impairment guidance for debt and
equity securities. This statement modifies the other-than-temporary impairment guidance for debt
securities through increased consistency in the timing of impairment recognition and enhanced
disclosures related to the credit and noncredit components of impaired debt securities that are not
expected to be sold. In addition, increased disclosures are required for both debt and equity
securities regarding expected cash flows, credit losses, and securities with unrealized losses.
This statement is effective for interim and annual reporting periods ending after June 15, 2009.
The adoption did not have an impact on our financial condition, results of operations, or cash
flows.
In June 2009, the FASB issued FAS 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles, as codified in FASB ASC Topic 105,
Generally Accepted Accounting Principles (ASC 105). This statement became the source of
authoritative U.S. generally accepted accounting principles (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. Following this statement, the
Codification will supersede all then-existing non-SEC accounting and reporting standards. The FASB
will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates. All other
non-grandfathered non-SEC accounting literature not included in the Codification will become non
authoritative. We adopted this statement effective as of
September 30, 2009 by modifying certain of
its disclosures in this Form 10-Q to comply with the requirements. The adoption did not impact our
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 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 flows.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued FAS 166, Accounting for Transfers of Financial Assets (FAS 166), an
amendment of FAS 140. FAS 166 is intended to improve the relevance, representational faithfulness,
and comparability of the information that a reporting entity provides in its financial statements
about a transfer of financial assets: the effects of a transfer on its financial position,
financial performance, and cash flows: and a transferors continuing involvement, if any, in
transferred financial assets. This statement must be applied as of the beginning of each reporting
entitys first annual reporting period that begins after November 15, 2009. We do not expect the
adoption of FAS 166 to have an impact on our financial condition, results of operations, or cash
flows.
In June 2009, the FASB issued FAS 167, Amendments to FASB Interpretation No. 46(R) (FAS 167).
FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46
(revised December 2003), Consolidation of Variable Interest Entities (Interpretation), as a
result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2)
constituent concerns about the application of certain key provisions of Interpretation, including
those in which the accounting and disclosures under the Interpretation do not always provided
timely and useful information about an enterprises involvement in a variable interest entity. FAS
167 must be applied as of the beginning of each reporting entitys first annual reporting period
that begins after November 15, 2009. We do not expect the adoption of FAS 167 to have an impact on
our financial condition, results of operations, or cash flows.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Company operates manufacturing facilities and offices around the world and uses fixed and
floating rate debt to finance the 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 has two immaterial foreign currency forward exchange contracts outstanding at September
30, 2009. The Company does not hold derivatives for trading purposes.
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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 $7.7 million at September 30, 2009. A 100 basis point increase in the
interest rate would have resulted in an increase in interest expense of less than $.1 million for
the nine month period ended September 30, 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 on such instruments of $2.8 million and on income before tax of $.2 million.
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Companys
management, including the Chief Executive Officer and Chief Financial Officer and Vice President -
Finance, of the effectiveness of the Companys disclosure controls and procedures (as defined in
Securities and Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2009. Based on the
evaluation, the Companys management, including the Chief Executive Officer and Chief Financial
Officer and Vice President Finance, concluded that the Companys disclosure controls and
procedures were effective as of September 30, 2009.
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 September 30, 2009 that
materially affected or are reasonably likely to materially affect the Companys internal control
over financial reporting.
PART II OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
The Company is subject to various legal proceedings and claims that arise in the ordinary course of
business. In the opinion of management, the amount of any ultimate liability with respect to these
actions will not materially affect our financial condition, results of operations or cash flows.
ITEM 1A. | RISK FACTORS |
There were no material changes from the risk factors previously disclosed in the Companys Annual
Report on Form 10-K for the year ended December 31, 2008 filed on March 13, 2009.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
On February 15, 2007, the Board of Directors authorized a plan to repurchase up to 200,000 shares
of Preformed Line Products Company. The repurchase plan does not have an expiration date. The
following table includes repurchases for the three month period ended September 30, 2009.
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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 | ||||||||||||
July |
| | 185,748 | 14,252 | ||||||||||||
August |
3,000 | $ | 35.01 | 185,748 | 14,252 | |||||||||||
September |
| | 188,748 | 11,252 | ||||||||||||
Total |
3,000 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None.
ITEM 5. | OTHER INFORMATION |
None.
ITEM 6. | EXHIBITS |
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 | Certifications 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. |
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FORWARD LOOKING STATEMENTS
Cautionary Statement for Safe Harbor Purposes Under The Private Securities Litigation Reform Act
of 1995
This Form 10-Q and other documents the Company files with the Securities and Exchange Commission
contain forward-looking statements regarding the Companys 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, 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; |
||
| The potential impact of the depressed housing market on the Companys ongoing
profitability and future growth opportunities; |
| Those factors described under the heading Risk Factors on page 12 of the Companys
Annual Report on Form 10-K for the year ended December 31, 2008 filed on March 13, 2009. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
November 3, 2009 | /s/ Robert G. Ruhlman | |||
Robert G. Ruhlman | ||||
Chairman, President and Chief Executive Officer (Principal Executive Officer) |
||||
November 3, 2009 | /s/ Eric R. Graef | |||
Eric R. Graef | ||||
Chief Financial Officer and Vice
President Finance (Principal Accounting Officer) |
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EXHIBIT INDEX
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 | Certifications 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. |
32