PREFORMED LINE PRODUCTS CO - Quarter Report: 2011 June (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
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
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 þ 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 definitions 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 (Do not check if a smaller reporting company) |
Smaller reporting company o |
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 August 1, 2011: 5,258,210.
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PREFORMED LINE PRODUCTS COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30 | December 31 | |||||||
Thousands of dollars, except share and per share data | 2011 | 2010 | ||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 23,617 | $ | 22,655 | ||||
Accounts receivable, less allowances of $1,639 ($1,213 in 2010) |
74,970 | 56,102 | ||||||
Inventories net |
82,280 | 73,121 | ||||||
Deferred income taxes |
5,341 | 4,784 | ||||||
Prepaids |
10,155 | 6,923 | ||||||
Prepaid taxes |
2,679 | 2,146 | ||||||
Other current assets |
1,769 | 1,611 | ||||||
TOTAL CURRENT ASSETS |
200,811 | 167,342 | ||||||
Property and equipment net |
80,571 | 76,266 | ||||||
Patents and other intangibles net |
12,545 | 12,735 | ||||||
Goodwill |
12,880 | 12,346 | ||||||
Deferred income taxes |
3,792 | 3,615 | ||||||
Other assets |
10,697 | 8,675 | ||||||
TOTAL ASSETS |
$ | 321,296 | $ | 280,979 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Notes payable to banks |
$ | 6,465 | $ | 1,246 | ||||
Current portion of long-term debt |
722 | 1,276 | ||||||
Trade accounts payable |
27,623 | 27,001 | ||||||
Accrued compensation and amounts withheld from employees |
14,482 | 9,848 | ||||||
Accrued expenses and other liabilities |
13,673 | 9,088 | ||||||
Accrued profit-sharing and other benefits |
3,386 | 4,464 | ||||||
Dividends payable |
1,098 | 1,087 | ||||||
Income taxes payable and deferred income taxes |
5,099 | 2,548 | ||||||
TOTAL CURRENT LIABILITIES |
72,548 | 56,558 | ||||||
Long-term debt, less current portion |
14,189 | 9,374 | ||||||
Unfunded pension obligation |
9,774 | 9,473 | ||||||
Income taxes payable, noncurrent |
1,836 | 1,768 | ||||||
Deferred income taxes |
3,666 | 3,606 | ||||||
Other noncurrent liabilities |
4,889 | 4,735 | ||||||
SHAREHOLDERS EQUITY |
||||||||
PLPC Shareholders equity: |
||||||||
Common stock $2 par value per share, 15,000,000 shares authorized, 5,258,210 and 5,270,977
issued and outstanding, net of 623,138 and 586,746 treasury shares at par, respectively |
10,516 | 10,542 | ||||||
Common shares issued to rabbi trust |
(1,260 | ) | (1,200 | ) | ||||
Paid in capital |
11,307 | 8,748 | ||||||
Retained earnings |
194,075 | 184,060 | ||||||
Accumulated other comprehensive loss |
(244 | ) | (6,010 | ) | ||||
TOTAL PLPC SHAREHOLDERS EQUITY |
214,394 | 196,140 | ||||||
Noncontrolling interest |
| (675 | ) | |||||
TOTAL SHAREHOLDERS EQUITY |
214,394 | 195,465 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 321,296 | $ | 280,979 | ||||
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 June 30 | Six month periods ended June 30 | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(Thousands, except per share data) | ||||||||||||||||
Net sales |
$ | 114,530 | $ | 82,137 | $ | 209,618 | $ | 151,045 | ||||||||
Cost of products sold |
77,824 | 54,682 | 140,521 | 103,565 | ||||||||||||
GROSS PROFIT |
36,706 | 27,455 | 69,097 | 47,480 | ||||||||||||
Costs and expenses |
||||||||||||||||
Selling |
9,272 | 7,038 | 17,308 | 13,540 | ||||||||||||
General and administrative |
11,780 | 9,666 | 22,742 | 19,144 | ||||||||||||
Research and engineering |
3,215 | 2,700 | 6,577 | 5,559 | ||||||||||||
Other operating (income) expense |
(694 | ) | 1,135 | (788 | ) | 990 | ||||||||||
23,573 | 20,539 | 45,839 | 39,233 | |||||||||||||
OPERATING INCOME |
13,133 | 6,916 | 23,258 | 8,247 | ||||||||||||
Other income (expense) |
||||||||||||||||
Interest income |
140 | 94 | 291 | 177 | ||||||||||||
Interest expense |
(266 | ) | (126 | ) | (477 | ) | (296 | ) | ||||||||
Other income |
43 | 409 | 227 | 760 | ||||||||||||
(83 | ) | 377 | 41 | 641 | ||||||||||||
INCOME BEFORE INCOME TAXES |
13,050 | 7,293 | 23,299 | 8,888 | ||||||||||||
Income taxes |
4,520 | 1,197 | 7,915 | 1,758 | ||||||||||||
NET INCOME |
8,530 | 6,096 | 15,384 | 7,130 | ||||||||||||
Net income (loss) attributable
to noncontrolling
interest, net of tax |
144 | | | (98 | ) | |||||||||||
NET INCOME ATTRIBUTABLE TO PLPC |
$ | 8,386 | $ | 6,096 | $ | 15,384 | $ | 7,228 | ||||||||
BASIC EARNINGS PER SHARE |
||||||||||||||||
Net income attributable to PLPC common shareholders |
$ | 1.59 | $ | 1.16 | $ | 2.92 | $ | 1.38 | ||||||||
DILUTED EARNINGS PER SHARE |
||||||||||||||||
Net income attributable to PLPC common shareholders |
$ | 1.55 | $ | 1.13 | $ | 2.85 | $ | 1.34 | ||||||||
Cash dividends declared per share |
$ | 0.20 | $ | 0.20 | $ | 0.40 | $ | 0.40 | ||||||||
Weighted-average number of shares outstanding basic |
5,263 | 5,253 | 5,268 | 5,253 | ||||||||||||
Weighted-average number of shares outstanding diluted |
5,393 | 5,402 | 5,390 | 5,401 | ||||||||||||
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)
Six month periods ended June 30 | ||||||||
2011 | 2010 | |||||||
(Thousands of dollars) | ||||||||
OPERATING ACTIVITIES |
||||||||
Net income |
$ | 15,384 | $ | 7,130 | ||||
Adjustments to reconcile net income to net cash provided by operations: |
||||||||
Depreciation and amortization |
5,076 | 4,042 | ||||||
Provision for accounts receivable allowances |
631 | 277 | ||||||
Provision for inventory reserves |
814 | 737 | ||||||
Deferred income taxes |
(690 | ) | (1,164 | ) | ||||
Share-based compensation expense |
1,458 | 1,383 | ||||||
Excess tax benefits from share-based awards |
(190 | ) | | |||||
Net investment in life insurance |
(19 | ) | (26 | ) | ||||
Unrealized foreign currency gain on hedge contract |
| (451 | ) | |||||
Other net |
58 | (5 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(17,475 | ) | (3,586 | ) | ||||
Inventories |
(9,689 | ) | (2,113 | ) | ||||
Trade accounts payables and accrued
liabilities |
7,518 | 4,446 | ||||||
Income taxes payable |
2,755 | (627 | ) | |||||
Other net |
(3,497 | ) | (3,331 | ) | ||||
NET CASH PROVIDED
BY OPERATING
ACTIVITIES |
2,134 | 6,712 | ||||||
INVESTING ACTIVITIES |
||||||||
Capital expenditures |
(6,504 | ) | (6,606 | ) | ||||
Proceeds from the sale of property and equipment |
168 | 225 | ||||||
Restricted cash |
(330 | ) | | |||||
NET CASH USED IN
INVESTING
ACTIVITIES |
(6,666 | ) | (6,381 | ) | ||||
FINANCING ACTIVITIES |
||||||||
Increase in notes payable to banks |
9,990 | (3 | ) | |||||
Proceeds from the issuance of long-term debt |
| 11,946 | ||||||
Payments of long-term debt |
(924 | ) | (11,471 | ) | ||||
Dividends paid |
(2,189 | ) | (2,167 | ) | ||||
Excess tax benefits from share-based awards |
190 | | ||||||
Proceeds from issuance of common shares |
958 | 84 | ||||||
Purchase of common shares for treasury |
(2,518 | ) | (21 | ) | ||||
NET CASH PROVIDED
BY (USED IN)
FINANCING
ACTIVITIES |
5,507 | (1,632 | ) | |||||
Effects of exchange rate changes on cash and cash equivalents |
(13 | ) | (686 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
962 | (1,987 | ) | |||||
Cash and cash equivalents at beginning of year |
22,655 | 24,097 | ||||||
CASH AND CASH
EQUIVALENTS AT END
OF PERIOD |
$ | 23,617 | $ | 22,110 | ||||
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 and
subsidiaries (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 six month periods ended
June 30, 2011 are not necessarily indicative of the results to be expected for the full year ending
December 31, 2011.
The consolidated balance sheet at December 31, 2010 has been derived from the audited consolidated
financial statements, but does not include all of the information and notes required by United
States of America (U.S.) generally accepted accounting principles (GAAP) for complete financial
statements. For further information, refer to the consolidated financial statements and notes to
consolidated financial statements included in the Companys 2010 Annual Report on Form 10-K filed
on March 11, 2011 with the Securities and Exchange Commission.
Reclassifications
Certain prior period amounts have been reclassified to conform to current year presentation.
NOTE B OTHER FINANCIAL STATEMENT INFORMATION
Inventories net
June 30 | December 31 | |||||||
2011 | 2010 | |||||||
Finished products |
$ | 38,658 | $ | 34,580 | ||||
Work-in-process |
5,392 | 5,830 | ||||||
Raw materials |
48,397 | 40,667 | ||||||
92,447 | 81,077 | |||||||
Excess of current cost over LIFO cost |
(5,325 | ) | (4,801 | ) | ||||
Noncurrent portion of inventory |
(4,842 | ) | (3,155 | ) | ||||
$ | 82,280 | $ | 73,121 | |||||
Cost of inventories for certain material are determined using the last-in-first-out (LIFO) method
and totaled approximately $24.7 million at June 30, 2011 and $21.7 million at December 31, 2010.
An actual valuation of inventories under the LIFO method can be made only at the end of the year
based on the inventory levels and costs at
that time. Accordingly, interim LIFO calculations must be based on managements estimates of
expected year-end inventory levels and costs. Because these estimates are subject to change and
may be different than the actual inventory levels and costs at the end of the year, interim results
are subject to the final year-end LIFO inventory valuation. During the three and six month periods
ended June 30, 2011, the net increase in LIFO inventories resulted in a $.6 million and $.5 million
charge to income before income taxes. During the three and six month periods ended June 30, 2010,
the net increase in LIFO inventories resulted in a $.5 million and $.6 million charge to income
before income taxes.
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Noncurrent inventory is included in other assets on the consolidated balance sheets and is
principally comprised of raw materials.
Property and equipment net
Major classes of property and equipment are stated at cost and were as follows:
June 30 | December 31 | |||||||
2011 | 2010 | |||||||
Land and improvements |
$ | 7,670 | $ | 7,467 | ||||
Buildings and improvements |
57,820 | 55,766 | ||||||
Machinery and equipment |
124,175 | 117,758 | ||||||
Construction in progress |
6,672 | 4,949 | ||||||
196,337 | 185,940 | |||||||
Less accumulated depreciation |
115,766 | 109,674 | ||||||
$ | 80,571 | $ | 76,266 | |||||
Comprehensive income (loss)
The components of comprehensive income (loss) for the three and six month periods ended June 30 are
as follows:
PLPC | Noncontrolling interest | Total | ||||||||||||||||||||||
Three month period | Three month period | Three month period | ||||||||||||||||||||||
ended June 30 | ended June 30 | ended June 30 | ||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | 2011 | 2010 | |||||||||||||||||||
Net income |
$ | 8,386 | $ | 6,096 | $ | 144 | $ | | $ | 8,530 | $ | 6,096 | ||||||||||||
Other comprehensive income, net of
tax: |
||||||||||||||||||||||||
Foreign currency
translation
adjustments |
3,127 | (4,140 | ) | (37 | ) | 41 | 3,090 | (4,099 | ) | |||||||||||||||
Recognized net
actuarial loss, net
of tax |
76 | 30 | | | 76 | 30 | ||||||||||||||||||
Total other comprehensive income
(loss), net of tax |
3,203 | (4,110 | ) | (37 | ) | 41 | 3,166 | (4,069 | ) | |||||||||||||||
Comprehensive income |
$ | 11,589 | $ | 1,986 | $ | 107 | $ | 41 | $ | 11,696 | $ | 2,027 | ||||||||||||
PLPC | Noncontrolling interest | Total | ||||||||||||||||||||||
Six month period | Six month period | Six month period | ||||||||||||||||||||||
ended June 30 | ended June 30 | ended June 30 | ||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | 2011 | 2010 | |||||||||||||||||||
Net income (loss) |
$ | 15,384 | $ | 7,228 | $ | | $ | (98 | ) | $ | 15,384 | $ | 7,130 | |||||||||||
Other comprehensive income, net of tax: |
||||||||||||||||||||||||
Foreign currency
translation
adjustments |
5,638 | (4,310 | ) | (50 | ) | 25 | 5,588 | (4,285 | ) | |||||||||||||||
Recognized net
actuarial loss, net
of tax |
128 | 88 | | | 128 | 88 | ||||||||||||||||||
Total other comprehensive income
(loss), net of tax |
5,766 | (4,222 | ) | (50 | ) | 25 | 5,716 | (4,197 | ) | |||||||||||||||
Comprehensive income (loss) |
$ | 21,150 | $ | 3,006 | $ | (50 | ) | $ | (73 | ) | $ | 21,100 | $ | 2,933 | ||||||||||
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.
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Noncontrolling Interests
During 2008, the Company entered into a Joint Venture Agreement to form a joint venture between the
Companys Australian subsidiary, Preformed Line Products Australia Pty Ltd, and BlueSky Energy Pty
Ltd (BlueSky). During June 2011, the Company acquired the remaining 50% of BlueSky shares for a di
minimus amount, for a total ownership interest of 100% of the issued and outstanding shares of
BlueSky.
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 June 30 | Six month period ended June 30 | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Service cost |
$ | 272 | $ | 184 | $ | 502 | $ | 407 | ||||||||
Interest cost |
359 | 276 | 686 | 598 | ||||||||||||
Expected return on plan assets |
(272 | ) | (240 | ) | (544 | ) | (480 | ) | ||||||||
Recognized net actuarial loss |
123 | 49 | 206 | 140 | ||||||||||||
Net periodic benefit cost |
$ | 482 | $ | 270 | $ | 850 | $ | 665 | ||||||||
During the three month period ended June 30, 2011, $.3 million of contributions were made to the
plan. The Company presently anticipates contributing an additional $.8 million to fund the plan
in 2011.
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.
The calculation of basic and diluted earnings per share for the three and six month periods ended
June 30, 2011 and 2010 were as follows:
For the three month period ended June 30 | For the six month period ended June 30 | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Numerator |
||||||||||||||||
Amount attributable to PLPC shareholders |
||||||||||||||||
Net income attributable to PLPC |
$ | 8,386 | $ | 6,096 | $ | 15,384 | $ | 7,228 | ||||||||
Denominator |
||||||||||||||||
Determination of shares |
||||||||||||||||
Weighted-average common shares
outstanding |
5,263 | 5,253 | 5,268 | 5,253 | ||||||||||||
Dilutive effect share-based awards |
130 | 149 | 122 | 148 | ||||||||||||
Diluted weighted-average common
shares outstanding |
5,393 | 5,402 | 5,390 | 5,401 | ||||||||||||
Earnings per common share attributable to
PLPC shareholders |
||||||||||||||||
Basic |
$ | 1.59 | $ | 1.16 | $ | 2.92 | $ | 1.38 | ||||||||
Diluted |
$ | 1.55 | $ | 1.13 | $ | 2.85 | $ | 1.34 | ||||||||
Common shares issuable upon the exercise of employee stock options or vesting of restricted share
awards are excluded from the calculation of diluted earnings per share when the calculation of
option equivalent shares is anti-dilutive. For the three and six month periods ended June 30,
2011, 0 and 9,500, respectively, stock options were excluded from the calculation of diluted
earnings per shares because their effect would have been anti-dilutive. For the three and six
month periods ended June 30, 2010, 32,500 and 41,500, respectively, stock options were excluded
from the calculation of diluted earnings per shares because their effect would have been
anti-dilutive. For the three and six month periods ended June 30, 2011 and 2010, no restricted
shares were excluded from the calculation of diluted earnings per share.
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NOTE E GOODWILL AND OTHER INTANGIBLES
The Companys finite and indefinite-lived intangible assets consist of the following:
June 30, 2011 | December 31, 2010 | |||||||||||||||
Gross Carrying | Accumulated | Gross Carrying | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||
Finite-lived intangible assets |
||||||||||||||||
Patents |
$ | 4,830 | $ | (3,679 | ) | $ | 4,829 | $ | (3,524 | ) | ||||||
Land use rights |
1,432 | (94 | ) | 1,346 | (77 | ) | ||||||||||
Tradename |
1,013 | (245 | ) | 967 | (156 | ) | ||||||||||
Customer backlog |
531 | (531 | ) | 499 | (363 | ) | ||||||||||
Technology |
1,896 | (87 | ) | 1,783 | (37 | ) | ||||||||||
Customer relationships |
8,782 | (1,303 | ) | 8,519 | (1,051 | ) | ||||||||||
$ | 18,484 | $ | (5,939 | ) | $ | 17,943 | $ | (5,208 | ) | |||||||
Indefinite-lived intangible
assets |
||||||||||||||||
Goodwill |
$ | 12,880 | $ | 12,346 | ||||||||||||
The aggregate amortization expense for other intangibles with finite lives for the three and six
month periods ended June 30, 2011 was $.3 million and $.7 million, respectively. The aggregate
amortization expense for other intangibles with finite lives for the three and six month periods
ended June 30, 2010 was $.2 million and $.4 million, respectively. Amortization expense is
estimated to be $1.2 million for 2011, $1.1 million for 2012 and 2013, $1 million for 2014 and $.7
million for 2015. The weighted-average remaining amortization period by intangible asset class is
as follows: patents, 4 years: land use rights, 65.4 years; trademark, 7.8 years; technology, 19.1
years: and customer relationships, 15.2 years.
The Company performed its annual impairment test for goodwill as of January 1, 2011, and determined
that no adjustment to the carrying value was required. 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 Companys only intangible asset with an indefinite life is goodwill. The addition to goodwill
is related to foreign currency translation. The changes in the carrying amount of goodwill, by
segment, for the six month period ended June 30, 2011, are as follows:
The Americas | EMEA | Asia-Pacific | Total | |||||||||||||
Balance at January 1, 2011 |
$ | 3,078 | $ | 1,177 | $ | 8,091 | $ | 12,346 | ||||||||
Currency translation |
| 91 | 443 | 534 | ||||||||||||
Balance at June 30, 2011 |
$ | 3,078 | $ | 1,268 | $ | 8,534 | $ | 12,880 | ||||||||
NOTE F SHARE-BASED COMPENSATION
The 1999 Stock Option Plan
The 1999 Stock Option Plan (the Plan) permitted the grant of 300,000 options to buy common shares
of the Company to certain employees at not less than fair market value of the shares on the date of
grant. At December 31,
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2010 there were no shares remaining to be issued under the plan. Options
issued to date under the Plan vest 50% after one year following the date of the grant, 75% after
two years, and 100% after three years and expire from five to ten years from the date of grant.
Shares issued as a result of stock option exercises will be funded with the issuance of new shares.
The Company has elected to use the simplified method of calculating the expected term of the stock
options and historical volatility to compute fair value under the Black-Scholes option-pricing
model. The risk-free rate for periods within the contractual life of the option is based on the
U.S. zero coupon Treasury yield in effect at the time of grant. Forfeitures have been estimated to
be zero.
There were no shares granted for the three month periods ended June 30, 2011 and 2010.
Activity in the Companys plan for the six month period ended June 30, 2011 was as follows:
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Exercise Price | Contractual | Intrinsic | ||||||||||||||
Number of Shares | per Share | Term (Years) | Value | |||||||||||||
Outstanding at January 1, 2011 |
72,057 | $ | 35.89 | |||||||||||||
Granted |
| | ||||||||||||||
Exercised |
(19,725 | ) | $ | 39.69 | ||||||||||||
Forfeited |
(125 | ) | $ | 15.00 | ||||||||||||
Outstanding (vested and expected
to vest) at June 30, 2011 |
52,207 | $ | 34.51 | 5.0 | $ | 1,915 | ||||||||||
Exercisable at June 30, 2011 |
47,957 | $ | 34.10 | 4.7 | $ | 1,778 | ||||||||||
The total intrinsic value of stock options exercised during the six month periods ended June 30,
2011 and 2010 was $.1 million for both periods. Cash received for the exercise of stock options
during the six month periods ended June 30, 2011 and 2010 was $.8 million and $.1 million. Excess
tax benefits from share-based awards for the six month periods ended June 30, 2011 and 2010 were
$.1 million and $0.
For the three and six month periods ended June 30, 2011, the Company recorded compensation expense
related to the stock options currently vesting, reducing income before taxes and net income by less
than $.1 million for both periods. For the three and six month periods ended June 30, 2010, the
Company recorded compensation expense related to the stock options currently vesting, reducing
income before taxes and net income by less than $.1 million and $.1 million, respectively. The
total compensation cost related to nonvested awards not yet recognized at June 30, 2011 is expected
to be $.1 million over a weighted-average period of 1.3 years.
Long Term Incentive Plan of 2008
Under the Amended and Restated Preformed Line Products Company Long Term Incentive Plan of 2008
(the LTIP), certain employees, officers, and directors are eligible to receive awards of 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. As of June 30, 2011, the total number of
common shares reserved for awards under the LTIP is 900,000. Of the 900,000 common shares, 800,000
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.
Restricted Share Awards
For all of the participants except the CEO, a portion of the restricted share award is subject to
time-based cliff vesting
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and a portion is subject to vesting based upon the Companys performance
over a three year period. All of the CEOs restricted shares are subject to vesting based upon the
Companys performance over a three year period.
The restricted shares are offered at no cost to the employees; however, the participant must remain
employed with the Company until the restrictions on the restricted shares lapse. The fair value of
restricted share awards is based on the market price of a common share on the grant date. The
Company currently estimates that no awards will be forfeited. Dividends declared in 2009 and
thereafter will be accrued in cash dividends. Dividends related to the 2008 grant of restricted
shares are reinvested in additional restricted shares, and held subject to the same vesting
requirements as the underlying restricted shares.
A summary of the restricted share awards for the six month period ended June 30, 2011 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, 2011 |
142,955 | 19,778 | 162,733 | $ | 33.14 | |||||||||||
Granted |
61,594 | 6,775 | 68,369 | 39.92 | ||||||||||||
Vested |
| | | | ||||||||||||
Forfeited |
| | | | ||||||||||||
Nonvested as of June 30, 2011 |
204,549 | 26,553 | 231,102 | $ | 35.15 | |||||||||||
For time-based restricted shares, the Company recognizes stock-based compensation expense on a
straight-line basis over the requisite service period of the award in General and administrative
expense in the accompanying statement of consolidated income. Compensation expense related to the
time-based restricted shares for the three and six month periods ended June 30, 2011 was $.1
million and $.2 million, respectively. Compensation expense related to the time-based restricted
shares for the three and six month periods ended June 30, 2010 was less than $.1 million and $.1
million, respectively. As of June 30, 2011, there was $.4 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 1.9 years.
For the performance-based awards, the number of restricted shares in which the participants will
vest depends on the Companys level of performance measured by growth in pretax income and sales
growth over a requisite performance period. Depending on the extent to which the performance
criterions are satisfied under the LTIP, the participants are eligible to earn common shares over
the vesting period. Performance-based compensation expense for the three and six month periods
ended June 30, 2011 was $.6 million and $1.1 million, respectively. Performance-based
compensation expense for the three and six month periods ended June 30, 2010 was $.6 million and
$1.1 million, respectively. As of June 30, 2011, the remaining performance-based restricted share
awards compensation expense of $3.8 million is expected to be recognized over a period of
approximately 2 years.
The excess tax benefits from restricted share-based awards for the six month periods ended June 30,
2011 and 2010 was less than $.1 million and $0, as reported on the consolidated statements of cash
flows in financing activities, and represents the reduction in income taxes otherwise payable
during the period, attributable to the actual gross tax benefits in excess of the expected tax
benefits for restricted shares vested in the current period.
In the event of a Change in Control, vesting of the restricted shares will be accelerated and all
restrictions will lapse. Unvested performance-based awards are based on a maximum potential payout.
Actual shares awarded at the end of the performance period may be less than the maximum potential
payout level depending on achievement of performance-based award objectives.
To satisfy the vesting of its restricted share awards, the Company has reserved new shares from its
authorized but unissued shares. Any additional granted awards will also be issued from the
Companys authorized but unissued shares. As of June 30, 2011, under the LTIP there were 529,534
common shares available for additional restricted share grants.
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Deferred Compensation Plan
The Company maintains a trust, commonly referred to as a rabbi trust, in connection with the
Companys deferred compensation plan. This plan allows Directors and certain Company employees to
make elective deferrals of Director fees payable and LTIP restricted shares for future distribution
in the form of common shares and held in the rabbi
trust. The deferred compensation plan allows the Directors to elect to receive Director fees
either in cash currently or in shares of common stock of the Company at a later date. Assets of
the rabbi trust are consolidated, and the value of the Companys stock held in the rabbi trust is
classified in Shareholders equity and generally accounted for in a manner similar to treasury
stock. The Company recognizes the original amount of the deferred compensation (fair value of the
deferred stock award at the date of grant) as the basis for recognition in common shares issued to
the rabbi trust. Changes in the fair value of amounts owed to certain employees or Directors are
not recognized as the Companys deferred compensation plan does not permit diversification and must
be settled by the delivery of a fixed number of the Companys common shares. As of June 30, 2011,
23,921 LTIP shares have been deferred and are being held by the rabbi trust.
Share Option Awards
The LTIP permits the grant of 100,000 options to buy common shares of the Company to certain
employees at not less than fair market value of the shares on the date of grant. At June 30, 2011
there were 79,500 shares remaining available for issuance under the LTIP. Options issued through
June 30, 2011 under the LTIP vest 50% after one year following the date of the grant, 75% after two
years, and 100% after three years and expire from five to ten years from the date of grant. Shares
issued as a result of stock option exercises will be funded with the issuance of new shares.
The Company has elected to use the simplified method of calculating the expected term of the stock
options and historical volatility to compute fair value under the Black-Scholes option-pricing
model. The risk-free rate for periods within the contractual life of the option is based on the
U.S. zero coupon Treasury yield in effect at the time of grant. Forfeitures have been estimated to
be zero.
There were no options granted for the six month periods ended June 30, 2011 and 2010.
Activity in the Companys plan for the six month period ended June 30, 2011 was as follows:
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Exercise Price | Contractual | Intrinsic | ||||||||||||||
Number of Shares | per Share | Term (Years) | Value | |||||||||||||
Outstanding at January 1, 2011 |
20,500 | $ | 44.94 | |||||||||||||
Granted |
| $ | 0.00 | |||||||||||||
Exercised |
(3,000 | ) | $ | 38.76 | ||||||||||||
Forfeited |
| $ | 0.00 | |||||||||||||
Outstanding (vested and expected
to vest) at June 30, 2011 |
17,500 | $ | 46.00 | 8.9 | $ | 441 | ||||||||||
Exercisable at June 30, 2011 |
2,500 | $ | 38.76 | 8.5 | 81 | |||||||||||
The total intrinsic value of stock options exercised during the six month periods ended June 30,
2011 and 2010 was $.1 million and $0, respectively. Cash received for the exercise of stock
options during the six month periods ended June 30, 2011 and 2010 was $.1 million and $0,
respectively. Excess tax benefits from share-based awards for the six month periods ended June 30,
2011 and 2010 were less than $.1 million and $0, respectively.
For the three and six month periods ended June 30, 2011, the Company recorded compensation expense
related to the stock options currently vesting, reducing income before taxes and net income by less
than $.1 million and $.1 million, respectively. The total compensation cost related to nonvested
awards not yet recognized at June 30, 2011 is expected to be a combined total of $.2 million over a
weighted-average period of approximately 2.1 years.
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NOTE G FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid
to transfer a liability (i.e., exit price) in an orderly transaction between market participants at
the measurement date. In determining fair value, the Company uses various valuation approaches,
including quoted market prices and discounted cash flows. U.S. GAAP also establishes a hierarchy
for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes
the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are obtained from independent sources and can be validated by a third party,
whereas, unobservable inputs reflect assumptions regarding what a third party would use in pricing
an asset or liability. The fair value hierarchy is broken down into three levels based on the
reliability of inputs as follows:
| Level 1 Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. | ||
| Level 2 Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. | ||
| Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
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 June 30,
2011, 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. There have been no transfers in or out of
level two for the three month period ended June 30, 2011. Based on the analysis performed, the fair
value and the carrying value of the Companys long-term debt are as follows:
June 30, 2011 | December 31, 2010 | |||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | |||||||||||||
Long-term debt and
related current
maturities |
$ | 14,988 | $ | 14,911 | $ | 10,738 | $ | 10,650 | ||||||||
As a result of being a global company, the Companys earnings, cash flows and financial position
are exposed to foreign currency risk. The Companys primary objective for holding derivative
financial instruments is to manage foreign currency risks. The Company accounts for derivative
instruments and hedging activities as either assets or liabilities in the consolidated balance
sheet and carries these instruments at fair value. The Company does not enter into any trading or
speculative positions with regard to derivative instruments. At June 30, 2011, the Company had no
derivatives outstanding.
Foreign currency derivative instruments outstanding are not designated as hedges for accounting
purposes. The gains and losses related to mark-to-market adjustments are recognized as other
income (expense) on the statement of consolidated income during the period in which the derivative
instruments were outstanding.
During June 2010, the Company entered into a forward foreign exchange contract to reduce its
exposure to foreign currency rate changes related to the purchase price of Electropar, which closed
on July 30, 2010. This contract was effective as a hedge from an economic perspective, but was not
designated as a hedge for accounting purposes under ASC 815. The Company entered into this
contract with a global financial institution that the Company believed to be creditworthy.
As of June 30, 2010, the forward foreign currency contract had an exercise value of $12.9 million
which matured on July 28, 2010 at a forward rate of NZD $1.00=$.6632 USD. The unrealized gain
recognized into earnings as a result
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of revaluing the instrument to fair value on June 30, 2010 was $.5 million which was included in
other income (expense) in the statement of consolidated income and other current assets on the
consolidated balance sheet. Fair value of $13.3 million was determined using the market approach
by references to quoted prices in active markets for similar assets, which is level 2 as defined in
the fair value hierarchy.
The following table shows the effects of the Companys derivatives not designated as hedging
instruments in the consolidated statements of income:
Amount of Gain | ||||||||
Location of Gain or (loss) | Recognized in Earnings | |||||||
Derivative not Desigated as Hedging Instruments | Recognized in Income on Derivative | On Derivative at June 30, 2010 | ||||||
Foreign exchange forward contracts |
Other income (expense) | $ | 451 |
As part of the Purchase Agreement to acquire Electropar, the Company may be required to make an
additional earn-out consideration payment up to NZ$2 million or US$1.5 million based on Electropar
achieving a financial performance target (Earnings Before Interest, Taxes, Depreciation and
Amortization) over the 12 months ending July 31, 2011. The fair value of the contingent
consideration arrangement is determined by estimating the expected (probability-weighted) earn-out
payment discounted to present value and is considered a level three input. Based upon the initial
evaluation of the range of outcomes for this contingent consideration, the Company accrued $.4
million for the additional earn-out consideration payment as of the acquisition date in the Accrued
expenses and other liabilities line on the consolidated balance sheets, and as part of the purchase
price. Since the acquisition date, the range of outcomes and the assumptions used to develop the
estimates of the accrual have not changed, and the amount accrued in the consolidated balance sheet
has increased $.1 million due to an increase in the net present value of the liability due to the
passage of time.
NOTE H RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In October 2009, the Financial Accounting Standards Board (FASB) issued accounting standards
updates (ASU) No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements a consensus of the FASB Emerging Issues Task Force (ASU 2009-13). ASU 2009-13
addresses the accounting for sales arrangements that include multiple products or services by
revising the criteria for when deliverables may be accounted for separately rather than as a
combined unit. Specifically, this guidance establishes a selling price hierarchy for determining
the selling price of a deliverable, which is necessary to separately account for each product or
service. This hierarchy provides more options for establishing selling price than existing
guidance. ASU 2009-13 is required to be applied prospectively to new or materially modified revenue
arrangements beginning on or after January 1, 2011. The adoption of ASU 2009-13 did not have a
material impact on the Companys consolidated financial position or results of operations.
In December 2010, the FASB issued ASU No. 2010-29, which updates the guidance in FASB Accounting
Standards Codification (ASC) Topic 805, Business Combinations. The objective of ASU 2010-29 is to
address diversity in practice about the interpretation of the pro forma revenue and earnings
disclosure requirements for business combinations. The amendments in ASU 2010-29 specify that if a
public entity presents comparative financial statements, the entity should disclose revenue and
earnings of the combined entity as though the business combination(s) that occurred during the
current year had occurred as of the beginning of the comparable prior annual reporting period only.
The amendments also expand the supplemental pro forma disclosures to include a description of the
nature and amount of material, nonrecurring pro forma adjustments directly attributable to the
business combination included in the reported pro forma revenue and earnings. The amendments affect
any public entity as defined by FASB ASC 805 that enters into business combinations that are
material on an individual or aggregate basis. The amendments in ASU 2010-29 are effective
prospectively for business combinations for which the acquisition date is on or after the beginning
of the first annual reporting period beginning on or after December 15, 2010. The adoption of this
guidance did not have an impact on the Companys consolidated financial position or results of
operations.
In December 2010, the FASB issued ASU No. 2010-28, which updates the guidance in FASB ASC Topic
350, IntangiblesGoodwill & Other. The amendments in ASU 2010-28 affect all entities that have
recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the
goodwill
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impairment test is zero or negative. The amendments in ASU 2010-28 modify Step 1 so that
for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test
if it is more likely than not that a goodwill impairment exists. In determining whether it is more
likely than not that goodwill impairment exists, an entity should consider whether there are any
adverse qualitative factors indicating that impairment may exist. The qualitative factors are
consistent with existing guidance, which requires that goodwill of a reporting unit be tested for
impairment between annual tests if an event occurs or circumstances change that would more likely
than not reduce the fair value of a reporting unit below its carrying amount. The Company adopted
ASU 2010-28 effective January 1, 2011 and it had no impact on the Companys consolidated financial
statements or disclosures.
NOTE I RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are
established by the FASB in the form of ASUs to the FASBs ASC.
The Company considers the applicability and impact of all ASUs. ASUs not listed below were
assessed and determined to be either not applicable or have minimal impact on our consolidated
financial position and results of operations.
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in US GAAP and International Financial
Reporting Standards (IFRSs) to provide a consistent definition of fair value and ensure that fair
value measurements and disclosure requirements are similar between US GAAP and IFRSs. This guidance
changes certain fair value measurement principles and enhances the disclosure requirements for fair
value measurements. The amendments in this ASU are effective for interim and annual periods
beginning after December 15, 2011 and are applied prospectively. Early application by public
entities is not permitted. The Company does not expect adoption of ASU 2011-04 will have a material
impact on the Companys financial position, results of operations or cash flows.
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which requires an
entity to present the total of comprehensive income, the components of net income, and the
components of other comprehensive income either in a single continuous statement of comprehensive
income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present
components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be
effective beginning after December 15, 2011. The Company does not expect the adoption of ASU
2011-05 to have a material effect on the Companys operating results or financial position.
NOTE J SEGMENT INFORMATION
The following tables present a summary of the Companys reportable segments for the three and six
month periods ended June 30, 2011 and 2010. 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 June 30 | Six month period ended June 30 | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net sales |
||||||||||||||||
PLP-USA |
$ | 38,475 | $ | 30,666 | $ | 70,412 | $ | 57,147 | ||||||||
The Americas |
29,308 | 16,787 | 49,847 | 31,973 | ||||||||||||
EMEA |
15,040 | 13,790 | 30,319 | 25,057 | ||||||||||||
Asia-Pacific |
31,707 | 20,894 | 59,040 | 36,868 | ||||||||||||
Total net sales |
$ | 114,530 | $ | 82,137 | $ | 209,618 | $ | 151,045 | ||||||||
Intersegment sales |
||||||||||||||||
PLP-USA |
$ | 2,634 | $ | 2,205 | $ | 4,925 | $ | 3,327 | ||||||||
The Americas |
1,714 | 1,569 | 3,795 | 3,428 | ||||||||||||
EMEA |
429 | 423 | 846 | 903 | ||||||||||||
Asia-Pacific |
2,945 | 2,463 | 6,163 | 3,917 | ||||||||||||
Total intersegment sales |
$ | 7,722 | $ | 6,660 | $ | 15,729 | $ | 11,575 | ||||||||
Income taxes |
||||||||||||||||
PLP-USA |
$ | 2,117 | $ | (40 | ) | $ | 3,457 | $ | (468 | ) | ||||||
The Americas |
1,594 | 139 | 2,234 | 496 | ||||||||||||
EMEA |
(40 | ) | 592 | 501 | 835 | |||||||||||
Asia-Pacific |
849 | 506 | 1,723 | 895 | ||||||||||||
Total income taxes |
$ | 4,520 | $ | 1,197 | $ | 7,915 | $ | 1,758 | ||||||||
Net income |
||||||||||||||||
PLP-USA |
$ | 3,060 | $ | 1,834 | $ | 5,048 | $ | 805 | ||||||||
The Americas |
3,106 | 1,728 | 4,440 | 2,547 | ||||||||||||
EMEA |
569 | 964 | 2,060 | 2,059 | ||||||||||||
Asia-Pacific |
1,795 | 1,570 | 3,836 | 1,719 | ||||||||||||
Total net income |
8,530 | 6,096 | 15,384 | 7,130 | ||||||||||||
Income (loss) attributable to
noncontrolling interest, net of tax |
144 | | | (98 | ) | |||||||||||
Net income attributable to PLPC |
$ | 8,386 | $ | 6,096 | $ | 15,384 | $ | 7,228 | ||||||||
June 30 | December 31 | |||||||
2011 | 2010 | |||||||
Assets |
||||||||
PLP-USA |
$ | 76,347 | $ | 67,268 | ||||
The Americas |
73,539 | 61,358 | ||||||
EMEA |
51,152 | 44,526 | ||||||
Asia-Pacific |
119,931 | 107,481 | ||||||
320,969 | 280,633 | |||||||
Corporate assets |
327 | 346 | ||||||
Total assets |
$ | 321,296 | $ | 280,979 | ||||
NOTE K INCOME TAXES
The Companys effective tax rate was 34% and 16% for the three month periods ended June 30, 2011
and 2010, respectively, and 34% and 20% for the six month periods ended June 30, 2011 and 2010,
respectively. The lower effective tax rate for the period ended June 30, 2011 compared to the
U.S. federal statutory tax rate of 35% is primarily due to increased earnings in jurisdictions with
lower tax rates than the U.S. federal statutory rate in jurisdictions where such earnings are
permanently reinvested. The higher effective tax rate for the period ended June 30, 2011 compared
with the same period for 2010 was primarily due to favorable discrete items recognized in 2010,
primarily related to a favorable foreign tax incentive for technological innovation and a decrease
of unrecognized tax benefits effectively settled through audits.
The Company provides valuation allowances against deferred tax assets when it is more likely than
not that some portion, or all, of its deferred tax assets will not be realized. No significant
changes to the valuation allowance were made for the period ended June 30, 2011.
As of June 30, 2011, the Company had gross unrecognized tax benefits of approximately $1.1 million
and there were no significant changes during the period ended June 30, 2011.
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NOTE L PRODUCT WARRANTY RESERVE
The Company records an accrual for estimated warranty costs to costs of products sold in the
consolidated statements of income. These amounts are recorded in accrued expenses and other
liabilities in the consolidated balance sheets. The Company records and accounts for its warranty
reserve based on specific claim incidents. Should the Company become aware of a specific potential
warranty claim for which liability is probable and reasonably estimable, a specific charge is
recorded and accounted for accordingly. Adjustments are made quarterly to the accruals as claim
information changes. During the second quarter of 2011, the Company accepted certified product
from a supplier which later failed in the field. The Company has taken responsibility to expedite
correcting the situation and as such, the Company has increased the warranty reserve by $1.8
million.
The following is a rollforward of the product warranty reserve:
June 30, 2011 | December 31, 2010 | |||||||
Balance at the beginning of period |
$ | 536 | $ | 209 | ||||
Additions charged to income |
1,898 | 403 | ||||||
Warranty usage |
(363 | ) | (108 | ) | ||||
Currency translation |
13 | 32 | ||||||
End of period balance |
$ | 2,084 | $ | 536 | ||||
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
is intended to help investors better understand our results of operations, financial condition and
present business environment. The MD&A is provided as a supplement to, and should be read in
conjunction with, our unaudited condensed consolidated financial statements and related notes included elsewhere
in this report. The MD&A is organized as follows:
| Overview | ||
| Recent Developments | ||
| Preface | ||
| Results of Operations | ||
| Application of Critical Accounting Policies and Estimates | ||
| Working Capital, Liquidity and Capital Resources | ||
| Recently Adopted Accounting Pronouncements | ||
| Recently Issued Accounting Pronouncements |
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. We have 17 sales and manufacturing operations in
14 different countries.
RECENT DEVELOPMENTS
As a result of several global acquisitions since 2007 and corresponding significant changes in the
Companys internal structure, we realigned our business units as of the fourth quarter of 2010 into
four operating segments to better capitalize on business development opportunities, improve ongoing
services, enhance the utilization of our worldwide resources and global sourcing initiatives and to
manage the Company better.
We report our segments in four geographic regions: PLP-USA, The Americas (includes operations in
North and South
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America without PLP-USA), EMEA (Europe, Middle East & Africa) and Asia-Pacific in
accordance with accounting standards codified in Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) 280, Segment Reporting. Each segment distributes a full
range of our primary products. Our PLP-USA segment is comprised of our U.S. operations
manufacturing our traditional products primarily supporting our domestic energy and
telecommunications products. Our other three segments, The Americas, EMEA and Asia-Pacific,
support the Companys energy, telecommunications, data communication and solar products in each
respective geographical region.
The segment managers responsible for each region report directly to the Companys Chief Executive
Officer, who is the chief operating decision maker, and are accountable for the financial results
and performance of their entire segment for which they are responsible. The business components
within each segment are managed to maximize the results of the entire company rather than the
results of any individual business component of the segment.
We evaluate segment performance and allocate resources based on several factors primarily based on
sales and net income. The segment information for the prior period has been recast to conform to
the current segment presentation.
Preface
Our consolidated financial statements are prepared in conformity with accounting principles
generally accepted in the U.S. (GAAP). Our discussions of the financial results include non-GAAP
measures (foreign currency impact) to provide additional information concerning our financial
results and provide information that is useful to the assessment of our performance and operating
trends.
Highlights:
| Net sales increased 39% to $114.5 million, a quarterly record for the Company. | ||
| Year to date operating income increased $15 million to $23.3 million from $8.2 million in 2010. | ||
| Net income was $8.5 million and $15.4 million for the three and six month periods ended June 30, 2011 compared to $6.1 million and $7.1 million for the three and six month periods ended June 30, 2010. | ||
| Diluted earnings per share were $2.85 per share in 2011 compared to $1.34 per share in 2010. | ||
| Bank debt to equity ratio is 10%. |
Our financial statements are subject to fluctuations in the exchange rates of foreign currencies in
relation to the U.S. dollar. As foreign currencies strengthen against the U.S. dollar, our revenues
and costs increase as the foreign currency-denominated financial statements translate into more
dollars. The fluctuations of foreign currencies during the three and six month periods ended June
30, 2011 had a positive impact on net sales of $7 million and $10.3 million as compared to 2010,
respectively. Excluding the effect of currency translation, 2011 net sales increased by double
digits in all four of our reportable segments compared to 2010. The net sales increases for the
three and six month periods ended June 30, 2011 were primarily attributable to global business
combinations, new business, higher demand levels, and favorable foreign currency exchange rates.
For the three month period ended June 30, 2011, net sales of $114.5 million increased $32.4
million, or 39%, compared to 2010. As a percentage of net sales, gross profit was 32% and 33% of
net sales for the three month periods ended June 30, 2011 and 2010, respectively. Excluding the
effect of currency translation, gross profit increased $7.1 million, or 26%, compared to 2010.
Overall, costs and expenses, as a percentage of net sales, decreased 4 percentage points for the
quarter compared to 2010. Excluding the effect of currency translation, costs and expenses
increased $1.8 million, or 9% compared to 2010. Excluding the effect of currency translation and
as a result of the preceding factors, operating income for the three month period ended June 30,
2011 of $13.1 million increased $5.5 million compared to 2010. Net income for the three months
ended June 30, 2011 of $8.5 million increased $2.4 million compared to 2010.
For the six month period ended June 30, 2011, net sales of $209.6 million increased $58.6 million,
or 39%, compared to 2010. As a percentage of net sales, gross profit improved from 31% for the six
month period ended June 30, 2010 to 33% for the six month period ended June 30, 2011. Excluding
the effect of currency translation, gross profit increased $18.4 million, or 39%, compared to 2010.
Costs and expenses, as a percentage of net sales, decreased 4 percentage points compared to 2010.
Excluding the effect of currency translation, costs and expenses increased $4.7
18
Table of Contents
million, or 12%
compared to 2010. The primary reasons costs and expenses increased compared to 2010 were due to
continued investment in personnel, research and engineering costs, and higher commission expense.
Excluding the effect of currency translation and as a result of the preceding factors, operating
income for the six month period ended June 30, 2011 of $23.3 million increased $14.1 million
compared to 2010. Net income for the six months ended June 30, 2011 of $15.4 million increased
$8.3 million.
Despite the global economic conditions, we are seeing an improvement in our global marketplace and
our financial condition continues to remain strong. We have proactively managed working capital
and have controlled capital spending. We currently have a bank debt to equity ratio of 10% and can
borrow needed funds at an attractive interest rate under our credit facility.
THREE MONTH PERIOD ENDED JUNE 30, 2011 COMPARED TO THREE MONTH PERIOD ENDED JUNE 30, 2010
The following table sets forth a summary of the Companys consolidated income statements and the
percentage of net sales for the three month periods ended June 30, 2011 and 2010. The Companys
past operating results are not necessarily indicative of future operating results.
Three month period ended June 30 | ||||||||||||||||||||
Thousands of dollars | 2011 | 2010 | Change | |||||||||||||||||
Net sales
|
$ | 114,530 | 100 | % | $ | 82,137 | 100 | % | $ | 32,393 | ||||||||||
Cost of products sold
|
77,824 | 68 | % | 54,682 | 67 | % | 23,142 | |||||||||||||
GROSS PROFIT
|
36,706 | 32 | % | 27,455 | 33 | % | 9,251 | |||||||||||||
Costs and expenses
|
23,573 | 21 | % | 20,539 | 25 | % | 3,034 | |||||||||||||
OPERATING INCOME
|
13,133 | 11 | % | 6,916 | 8 | % | 6,217 | |||||||||||||
Other income (expense)
|
(83 | ) | 0 | % | 377 | 0 | % | (460 | ) | |||||||||||
INCOME BEFORE INCOME TAXES
|
13,050 | 11 | % | 7,293 | 9 | % | 5,757 | |||||||||||||
Income taxes
|
4,520 | 4 | % | 1,197 | 1 | % | 3,323 | |||||||||||||
NET INCOME
|
$ | 8,530 | 7 | % | $ | 6,096 | 7 | % | $ | 2,434 | ||||||||||
Net sales. For the three month period ended June 30, 2011, net sales were $114.5 million, an
increase of $32.4 million, or 39%, from the three month period ended June 30, 2010. Excluding the
effect of currency translation, net sales increased 31% as summarized in the following table:
Three month period ended June 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2011 | 2010 | Change | translation | tranlation | change | ||||||||||||||||||
Net sales |
||||||||||||||||||||||||
PLP-USA |
$ | 38,475 | $ | 30,666 | $ | 7,809 | $ | | $ | 7,809 | 25 | % | ||||||||||||
The Americas |
29,308 | 16,787 | 12,521 | 2,165 | 10,356 | 62 | ||||||||||||||||||
EMEA |
15,040 | 13,790 | 1,250 | 1,527 | (277 | ) | (2 | ) | ||||||||||||||||
Asia-Pacific |
31,707 | 20,894 | 10,813 | 3,277 | 7,536 | 36 | ||||||||||||||||||
Consolidated |
$ | 114,530 | $ | 82,137 | $ | 32,393 | $ | 6,969 | $ | 25,424 | 31 | % | ||||||||||||
The increase in PLP-USA net sales of $7.8 million, or 25%, was primarily due to sale price/ mix
increases of $2.5 million and sales volume increases of $5.3 million. International net sales for
three month period ended June 30, 2011 were favorably affected by $7 million when local currencies
were converted to U.S. dollars. The following discussions of net sales exclude the effect of
currency translation. The Americas net sales of $29.3 million increased $10.4 million, or 62%,
primarily related to a stronger overall market demand in the region related to energy and solar
sales. EMEA net sales decreased $.3 million, or 2%, due to lower sales volume, primarily in
Poland. In Asia-Pacific, net
19
Table of Contents
sales increased $7.5 million, or 36%, compared to 2010. Of the $7.5
million increase in net sales, $7 million related to the net sales realized through the Electropar
acquisition in July 2010. The remainder of the net sales increase was due to a sales volume
increase in the region.
Gross profit. Gross profit of $36.7 million for the three month period ended June 30, 2011
increased $9.3 million, or 34%, compared to the three month period ended June 30, 2010. Excluding
the effect of currency translation, gross profit increased 26% as summarized in the following
table:
Three month period ended June 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2011 | 2010 | Change | translation | translation | change | ||||||||||||||||||
Gross profit |
||||||||||||||||||||||||
PLP-USA |
$ | 14,142 | $ | 9,729 | $ | 4,413 | $ | | $ | 4,413 | 45 | % | ||||||||||||
The Americas |
9,356 | 5,147 | 4,209 | 739 | 3,470 | 67 | ||||||||||||||||||
EMEA |
3,327 | 4,995 | (1,668 | ) | 305 | (1,973 | ) | (39 | ) | |||||||||||||||
Asia-Pacific |
9,881 | 7,584 | 2,297 | 1,070 | 1,227 | 16 | ||||||||||||||||||
Consolidated |
$ | 36,706 | $ | 27,455 | $ | 9,251 | $ | 2,114 | $ | 7,137 | 26 | % | ||||||||||||
PLP-USA gross profit of $14.1 million increased $4.4 million compared to 2010. PLP-USA gross profit
increased $2.5 million due to higher net sales and a favorable product mix coupled with an
improvement in product margins. International gross profit for the three month period ended June
30, 2011 was favorably impacted by $2.1 million when local currencies were translated to U.S.
dollars. The following discussion of gross profit excludes the effect of currency translation. The
Americas gross profit increase of $3.5 million was primarily the result of $3 million from higher
net sales coupled with $.8 million due to favorable production margins partially offset by higher
material costs. The EMEA gross profit decrease of $2 million was the result of $1.8 million of
product warranty expense coupled with lower product margin in the region. During the second
quarter of 2011, we accepted certified product from a supplier which later failed in the field. We
have taken responsibility to expedite correcting the situation and as such, we have increased the
warranty reserve by $1.8 million. Asia-Pacific gross profit of $9.9 million increased $1.2 million
compared to 2010. Of the $1.2 million increase in gross profit, $1.5 million was related to the
sales realized through the acquisition of Electropar in July 2010. The rest of the Asia-Pacific
regions gross profit decreased $.3 million due to a $1.3 million increase in material costs
partially offset by $.2 million from higher net sales coupled with $.8 million related to better
production margins.
Costs and expenses. Costs and expenses of $23.6 million for the three month period ended June 30,
2011 increased $3 million, or 15%, compared to 2010. Excluding the effect of currency translation, costs and
expenses increased 9% as summarized in the following table:
Three month period ended June 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2011 | 2010 | Change | translation | translation | change | ||||||||||||||||||
Costs and expenses |
||||||||||||||||||||||||
PLP-USA |
$ | 10,843 | $ | 10,149 | $ | 694 | $ | | $ | 694 | 7 | % | ||||||||||||
The Americas |
4,057 | 3,004 | 1,053 | 296 | 757 | 25 | ||||||||||||||||||
EMEA |
2,449 | 3,148 | (699 | ) | 301 | (1,000 | ) | (32 | ) | |||||||||||||||
Asia-Pacific |
6,224 | 4,238 | 1,986 | 616 | 1,370 | 32 | ||||||||||||||||||
Consolidated |
$ | 23,573 | $ | 20,539 | $ | 3,034 | $ | 1,213 | $ | 1,821 | 9 | % | ||||||||||||
PLP-USA costs and expenses increased $.7 million primarily due to an increase in employee related
costs of $.7 million, commissions of $.5 million, consulting fees of $.4 million and professional
fees of $.2 million partially offset
20
Table of Contents
by a decrease in acquisition related costs of $.5 million and
a gain on foreign currency transactions. International costs and expenses for the three month
period ended June 30, 2011 were unfavorably impacted by $1.2 million when local currencies were
translated to U.S. dollar. The following discussions of costs and expenses exclude the effect of
currency translation. The Americas costs and expenses increased $.8 million primarily due to an
increase in personnel related costs in the region, mainly attributable to our investment in
research and engineering to support our future growth, coupled with $.3 million related to higher
sales commissions. EMEA costs and expenses decreased $1 million. EMEAs costs and expenses
decrease was primarily due to higher currency transaction gains of $1.1 million partially offset by
an increase in employee related costs. Asia-Pacific costs and expenses increased $1.4 million
compared to 2010. The Electropar acquisition in July 2010 added $1.2 million to costs and expenses
compared to 2010. The remaining $.2 million increase in costs and expenses was primarily due to an
increase in personnel related costs from other subsidiaries located in the Asia-Pacific reportable
segment.
Overall, costs and expenses for the three month periods ended June 30, 2011 and 2010 included $.2
million and $.1 million, respectively, related to aggregate amortization expense of intangible
assets acquired in our Dulmison and Electropar business combinations.
Other income (expense). Other income (expense) for the three month period ended June 30, 2011 of
($.1) million decreased $.5 million compared to 2010. The decrease in other income (expense) was
related to an unrealized gain recognized as a result of revaluing our forward foreign exchange
contract to fair value at June 30, 2010. This forward foreign exchange contract was entered into
on June 7, 2010 to reduce our exposure to foreign currency rate changes related to the purchase
price of Electropar which closed on July 30, 2010. Other income (expense) also decreased $.2
million due to a decrease in income related to our natural gas well located at PLPs corporate
headquarters. These decreases in other income (expense) were offset by $.3 million higher in
non-operational expenses related to our foreign jurisdictions in 2010.
Income taxes. Income taxes for the three month period ended June 30, 2011 of $4.5 million was $3.3
million higher than 2010. The effective tax rate for the three month periods ended June 30, 2011
was 34% compared to 16% in 2010. The effective tax rate for three month period ended June 30, 2011
is lower than the U.S. federal statutory rate of 35% primarily due to increased earnings in
jurisdictions with lower tax rates than the U.S. federal statutory rate in jurisdictions where such
earnings are permanently reinvested. The higher effective tax rate for the three month period
ending June 30, 2011 compared to 2010 was primarily due to favorable discrete items recognized in
2010, primarily related to a favorable foreign tax incentive for technological innovation and a
decrease of unrecognized tax benefits effectively settled through audits.
Net income. As a result of the preceding items, net income for the three month period ended June
30, 2011 was $8.5 million, compared to $6.1 million for the three month period ended June 30, 2010.
Excluding the effect of currency translation, net income increased $2 million as summarized in the
following table:
Three month period ended June 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2011 | 2010 | Change | translation | translation | change | ||||||||||||||||||
Net income |
||||||||||||||||||||||||
PLP-USA |
$ | 3,060 | $ | 1,834 | $ | 1,226 | $ | | $ | 1,226 | 67 | % | ||||||||||||
The Americas |
3,106 | 1,728 | 1,378 | 256 | 1,122 | 65 | ||||||||||||||||||
EMEA |
569 | 964 | (395 | ) | (83 | ) | (312 | ) | (32 | ) | ||||||||||||||
Asia-Pacific |
1,795 | 1,570 | 225 | 216 | 9 | 1 | ||||||||||||||||||
Consolidated |
$ | 8,530 | $ | 6,096 | $ | 2,434 | $ | 389 | $ | 2,045 | 34 | % | ||||||||||||
PLP-USA net income increased $1.2 million as a result of an increase in operating income of $4.1
million partially offset by a decrease in other income of $.7 million and an increase in income
taxes of $2.2 million. International net income for the three month period ended June 30, 2011 was
favorably affected by $.4 million when local currencies were converted to U.S. dollars. The
following discussion of net income excludes the effect of currency translation.
21
Table of Contents
The Americas net income increased $1.1 million due primarily to the $2.5 million increase in operating income
partially offset by an increase in income taxes of 1.3 million and a decrease in other income of
$.1 million. EMEA net income decreased $.3 million primarily as a result of a decrease in
operating income of $1 million partially offset by a decrease in income taxes of $.7 million.
Asia-Pacific net income remained unchanged compared to 2010 primarily as a result of the decrease
in operating income of $.1 million and an increase in income taxes of $.2 million offset by an
increase in other income of $.3 million.
SIX MONTH PERIOD ENDED JUNE 30, 2011 COMPARED TO SIX MONTH PERIOD ENDED JUNE 30, 2010
The following table sets forth a summary of the Companys consolidated income statements and the
percentage of net sales for the six month periods ended June 30, 2011 and 2010. The Companys past
operating results are not necessarily indicative of future operating results.
Six month period ended June 30 | ||||||||||||||||||||
Thousands of dollars | 2011 | 2010 | Change | |||||||||||||||||
Net sales
|
$ | 209,618 | 100 | % | $ | 151,045 | 100 | % | $ | 58,573 | ||||||||||
Cost of products sold
|
140,521 | 67 | % | 103,565 | 69 | % | 36,956 | |||||||||||||
GROSS PROFIT
|
69,097 | 33 | % | 47,480 | 31 | % | 21,617 | |||||||||||||
Costs and expenses
|
45,839 | 22 | % | 39,233 | 26 | % | 6,606 | |||||||||||||
OPERATING INCOME
|
23,258 | 11 | % | 8,247 | 5 | % | 15,011 | |||||||||||||
Other income
|
41 | 0 | % | 641 | 0 | % | (600 | ) | ||||||||||||
INCOME BEFORE INCOME TAXES
|
23,299 | 11 | % | 8,888 | 6 | % | 14,411 | |||||||||||||
Income taxes
|
7,915 | 4 | % | 1,758 | 1 | % | 6,157 | |||||||||||||
NET INCOME
|
$ | 15,384 | 7 | % | $ | 7,130 | 5 | % | $ | 8,254 | ||||||||||
Net sales. For the six month period ended June 30, 2011, net sales were $209.6 million, an
increase of $58.6 million, or 39%, from the six month period ended June 30, 2010. Excluding the
effect of currency translation, net sales increased 32% as summarized in the following table:
Six month period ended June 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2011 | 2010 | Change | translation | tranlation | change | ||||||||||||||||||
Net sales |
||||||||||||||||||||||||
PLP-USA |
$ | 70,412 | $ | 57,147 | $ | 13,265 | $ | | $ | 13,265 | 23 | % | ||||||||||||
The Americas |
49,847 | 31,973 | 17,874 | 3,225 | 14,649 | 46 | ||||||||||||||||||
EMEA |
30,319 | 25,057 | 5,262 | 1,871 | 3,391 | 14 | ||||||||||||||||||
Asia-Pacific |
59,040 | 36,868 | 22,172 | 5,161 | 17,011 | 46 | ||||||||||||||||||
Consolidated |
$ | 209,618 | $ | 151,045 | $ | 58,573 | $ | 10,257 | $ | 48,316 | 32 | % | ||||||||||||
The increase in PLP-USA net sales of $13.3 million, or 23%, was primarily due to sales price/mix
increases of $5.9 million and sales volume increases of $7.4 million. International net sales for
six month period ended June 30, 2011 were favorably affected by $10.3 million when local currencies
were converted to U.S. dollars. The following discussions of net sales exclude the effect of
currency translation. The Americas net sales of $49.8 million increased $14.6 million, or 46%,
primarily related to a stronger overall market demand in the region related to energy and solar
sales. The Americas net sales increase of $14.6 million was approximately 70% due to higher energy
sales volume and 30% due to volume in solar sales. EMEA net sales increased $3.4 million, or 14%,
due to stronger market conditions in the region compared to 2010 leading to an increase in overall
sales volume. In Asia-Pacific, net sales increased $17 million, or 46%, compared to 2010. Of the
$17 million increase in net sales, $11.9 million related to the net sales realized through the
Electropar acquisition in July 2010. The remainder of the net sales increase was due primarily to
a sales volume increase in the region.
22
Table of Contents
Gross profit. Gross profit of $69.1 million for the six month period ended June 30, 2011 increased
$21.6 million, or 46%, compared to the six month period ended June 30, 2010. Excluding the effect
of currency translation, gross profit increased 39% as summarized in the following table:
Six month period ended June 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2011 | 2010 | Change | translation | translation | change | ||||||||||||||||||
Gross profit |
||||||||||||||||||||||||
PLP-USA |
$ | 25,450 | $ | 16,321 | $ | 9,129 | $ | | $ | 9,129 | 56 | % | ||||||||||||
The Americas |
15,555 | 9,509 | 6,046 | 1,090 | 4,956 | 52 | ||||||||||||||||||
EMEA |
8,456 | 8,777 | (321 | ) | 422 | (743 | ) | (8 | ) | |||||||||||||||
Asia-Pacific |
19,636 | 12,873 | 6,763 | 1,685 | 5,078 | 39 | ||||||||||||||||||
Consolidated |
$ | 69,097 | $ | 47,480 | $ | 21,617 | $ | 3,197 | $ | 18,420 | 39 | % | ||||||||||||
PLP-USA gross profit of $25.5 million increased $9.1 million compared to 2010. PLP-USA gross profit
increased $3.8 million due to higher net sales and a favorable product mix coupled with an
improvement in product margins. International gross profit for the six month period ended June 30,
2011 was favorably impacted by $3.2 million when local currencies were translated to U.S. dollars.
The following discussion of gross profit excludes the effect of currency translation. The Americas
gross profit increase of $5 million was primarily the result of $4.1 million from higher net sales
coupled with $.9 million due to favorable product margins. The EMEA gross profit decreased $.7
million as a result of $1.3 million from higher net sales primarily offset by $1.8 million of
product warranty expense coupled with lower product margins. During the second quarter of 2011, we
accepted certified product from a supplier which later failed in the field. We have taken
responsibility to expedite correcting the situation and as such, we have increased the warranty
reserve by $1.8 million. Asia-Pacific gross profit of $19.6 million increased $5.1 million
compared to 2010. Of the $5.1 million increase in gross profit, $3.3 million was related to the
sales realized through the acquisition of Electropar in July 2010. The remainder of the increase
in gross profit was the result of $1.7 million from higher net sales in the region coupled with
better production margins of $.8 million partially offset by higher material costs of $.8 million.
The Dulmison acquisition was accounted for pursuant to the current business combination standards.
In accordance with the standards, we recorded, as of the acquisition date, the acquired inventories
at their respective fair values. For the six month period ended June 30, 2010, we sold and
therefore recognized $.4 million of the acquired finished goods inventories fair value adjustment
in Cost of products sold.
Costs and expenses. Costs and expenses of $45.8 million for the six month period ended June 30,
2011 increased $6.6 million, or 17%, compared to 2010. Excluding the effect of currency
translation, costs and expenses increased 12% as summarized in the following table:
Six month period ended June 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2011 | 2010 | Change | translation | translation | change | ||||||||||||||||||
Costs and expenses |
||||||||||||||||||||||||
PLP-USA |
$ | 20,675 | $ | 19,768 | $ | 907 | $ | | $ | 907 | 5 | % | ||||||||||||
The Americas |
7,937 | 5,938 | 1,999 | 543 | 1,456 | 25 | ||||||||||||||||||
EMEA |
5,160 | 5,367 | (207 | ) | 352 | (559 | ) | (10 | ) | |||||||||||||||
Asia-Pacific |
12,067 | 8,160 | 3,907 | 1,036 | 2,871 | 35 | ||||||||||||||||||
Consolidated |
$ | 45,839 | $ | 39,233 | $ | 6,606 | $ | 1,931 | $ | 4,675 | 12 | % | ||||||||||||
23
Table of Contents
PLP-USA costs and expenses increased $.9 million primarily due to an increase in employee related
costs of $1.4 million, consulting fees of $.4 million and commissions of $.8 million partially
offset by a gain on foreign currency translations of $.5 million, lower acquisition related costs
of $.9 million and a $.3 million decrease in repairs and maintenance. International costs and
expenses for the six month period ended June 30, 2011 were unfavorably impacted by $1.9 million
when local currencies were translated to U.S. dollar. The following discussions of costs and
expenses exclude the effect of currency translation. The Americas costs and expenses increased
$1.5 million primarily due to an increase in employee headcount in the region, mainly attributable
to our investment in research and engineering to support our future growth, coupled with higher
personnel related costs and $.5 million related to higher sales commissions. EMEA costs and
expenses decreased $.6 million. EMEAs costs and expenses decrease was primarily due to higher
currency translation gains of $1 million partially offset by an increase in employee related costs.
Asia-Pacific costs and expenses increased $2.9 million compared to 2010. The Electropar
acquisition in July 2010 added $2.2 million to costs and expenses compared to 2010. The remaining
$.7 million increase in costs and
expenses was primarily due to an increase in personnel related costs from other subsidiaries
located in the Asia-Pacific reportable segment.
Overall, costs and expenses for the six month periods ended June 30, 2011 and 2010 included less
than $.5 million and $.2 million, respectively, related to aggregate amortization expense of
intangible assets acquired in our Dulmison and Electropar business combinations.
Other income (expense). Other income (expense) for the six month period ended June 30, 2011 of
less than $.1 million decreased $.6 million compared to 2010. Other income (expense) decreased
primarily due to a $.4 million decrease in income related to our natural gas well located at PLPs
corporate headquarters coupled with a $.5 million decrease due to an unrealized gain recognized as
a result of revaluing our forward foreign exchange contract to fair value at June 30, 2010. As
previously noted, this forward foreign exchange contract was entered into on June 7, 2010 to reduce
our exposure to foreign currency rate changes related to the purchase price of Electropar, which
closed on July 30, 2010. Also, interest expense increased $.1 million compared to 2010. The
decrease in other income (expense) was offset by $.3 million higher non-operational expenses
related to our foreign jurisdictions in 2010 coupled with an increase in interest income of $.1
million compared to 2010.
Income taxes. Income taxes for the six month period ended June 30, 2011 of $7.9 million was $6.2
million higher than in 2010. The effective tax rate for the six month periods ended June 30 was
34% in 2011 compared to 20% in 2010. The effective tax rate for six month period ended June 30,
2011 is lower than the U.S. federal statutory rate of 35% primarily due to increased earnings in
jurisdictions with lower tax rates than the U.S. federal statutory rate in jurisdictions where such
earnings are permanently reinvested. The higher effective tax rate for the six month period ending
June 30, 2011 compared to 2010 was primarily due to favorable discrete items recognized in 2010,
primarily related to a favorable foreign tax incentive for technological innovation and a decrease
of unrecognized tax benefits effectively settled through audits.
Net income. As a result of the preceding items, net income for the six month period ended June 30,
2011 was $15.4 million, compared to $7.1 million for the six month period ended June 30, 2010.
Excluding the effect of currency translation, net income increased $7.7 million as summarized in
the following table:
Six month period ended June 30 | ||||||||||||||||||||||||
Change | Change | |||||||||||||||||||||||
due to | excluding | |||||||||||||||||||||||
currency | currency | % | ||||||||||||||||||||||
thousands of dollars | 2011 | 2010 | Change | translation | translation | change | ||||||||||||||||||
Net income |
||||||||||||||||||||||||
PLP-USA |
$ | 5,048 | $ | 805 | $ | 4,243 | $ | | $ | 4,243 | 527 | % | ||||||||||||
The Americas |
4,440 | 2,547 | 1,893 | 342 | 1,551 | 61 | ||||||||||||||||||
EMEA |
2,060 | 2,059 | 1 | (40 | ) | 41 | 2 | |||||||||||||||||
Asia-Pacific |
3,836 | 1,719 | 2,117 | 280 | 1,837 | 107 | ||||||||||||||||||
Consolidated |
$ | 15,384 | $ | 7,130 | $ | 8,254 | $ | 582 | $ | 7,672 | 108 | % | ||||||||||||
24
Table of Contents
PLP-USA net income increased $4.2 million as a result of an increase in operating income of $9.1
million partially offset by a decrease in other income of $.9 million and an increase in income
taxes of $3.9 million. International net income for the six month period ended June 30, 2011 was
favorably affected by $.6 million when local currencies were converted to U.S. dollars. The
following discussion of net income excludes the effect of currency translation. The Americas net
income increased $1.6 million due primarily to the $3.3 million increase in operating income
partially offset by an increase in income taxes of $1.6 million and a decrease in other income of
$.1 million. EMEA net income remained unchanged primarily as a result of a decrease in income taxes of $.4 million
partially offset by a decrease in operating income of $.4 million. Asia-Pacific net income
increased $1.8 million primarily as a result of the increase in operating income of $2.1 million
and an increase in other income of $.4 million partially offset by an increase in income taxes of
$.7 million.
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, 2010 and are, therefore, not presented herein.
WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES
Cash increased $1 million for the six month period ended June 30, 2011. Net cash provided by
operating activities was $2.1 million. The major investing and financing uses of cash were capital
expenditures of $6.5 million, dividends of $2.2 million and repurchase of common shares of $2.5
million offset by net borrowings of $9.1 million.
Net cash provided by operating activities for the six month period ended June 30, 2011 decreased
$4.6 million compared to the six month period ended June 30, 2010 primarily as a result of an
increase in operating assets (net of operating liabilities) of $15.2 million offset by an increase
in net income of $8.3 million and an increase in non-cash items of $2.3 million.
Net cash used in investing activities for the six month period ended June 30, 2011 of $6.7 million
represents an increase of $.3 million when compared to cash used in investing activities in the six
month period ended June 30, 2010. Capital expenditures decreased $.1 million in the six month
period ended June 30, 2011 when compared to the same period in 2010 and restricted cash increased
$.3 million related to our Thailand operations.
Cash provided by financing activities for the six month period ended June 30, 2011 was $5.5 million
compared to $1.6 million cash used in financing activities for the six month period ended June 30,
2010. The increase of $7.1 million was primarily a result of higher debt borrowings in 2011
compared to 2010, higher proceeds from issuance of common shares partially offset by the repurchase
of common shares outstanding.
Our financial position remains strong and our current ratio at June 30, 2011 and December 31, 2010
was 2.8 to 1 and 3.0 to 1. At June 30, 2011, our unused availability under our main credit facility
was $21.6 million and our bank debt to equity percentage was 10%. The revolving credit agreement
contains, among other provisions, requirements for maintaining levels of working capital, net worth
and profitability. At June 30, 2011, we were in compliance with these covenants.
We expect that our major sources of funding for 2011 and beyond will be our operating cash flows
and our existing cash and cash equivalents. 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 borrowing capacity provides substantial financial
resources. 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 October 2009, the Financial Accounting Standards Board (FASB) issued accounting standards
updates (ASU) No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements a consensus of the FASB Emerging Issues Task Force (ASU 2009-13). ASU 2009-13
addresses the accounting for sales arrangements that
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include multiple products or services by
revising the criteria for when deliverables may be accounted for separately rather than as a
combined unit. Specifically, this guidance establishes a selling price hierarchy for determining
the selling price of a deliverable, which is necessary to separately account for each product or
service. This hierarchy provides more options for establishing selling price than existing
guidance. ASU 2009-13 is required to be applied prospectively to new or materially modified revenue
arrangements beginning on or after January 1, 2011. The adoption of ASU 2009-13 did not have a
material impact on our consolidated financial position or results of operations.
In December 2010, the FASB issued ASU No. 2010-29, which updates the guidance in FASB Accounting
Standards Codification (ASC) Topic 805, Business Combinations. The objective of ASU 2010-29 is to
address diversity in practice about the interpretation of the pro forma revenue and earnings
disclosure requirements for business combinations. The amendments in ASU 2010-29 specify that if a
public entity presents comparative financial statements, the entity should disclose revenue and
earnings of the combined entity as though the business combination(s) that occurred during the
current year had occurred as of the beginning of the comparable prior annual reporting period only.
The amendments also expand the supplemental pro forma disclosures to include a description of the
nature and amount of material, nonrecurring pro forma adjustments directly attributable to the
business combination included in the reported pro forma revenue and earnings. The amendments affect
any public entity as defined by FASB ASC 805 that enters into business combinations that are
material on an individual or aggregate basis. The amendments in ASU 2010-29 are effective
prospectively for business combinations for which the acquisition date is on or after the beginning
of the first annual reporting period beginning on or after December 15, 2010. The adoption of this
guidance did not have an impact on our consolidated financial position or results of operations.
In December 2010, the FASB issued ASU No. 2010-28, which updates the guidance in FASB ASC Topic
350, IntangiblesGoodwill & Other. The amendments in ASU 2010-28 affect all entities that have
recognized goodwill and have one or more reporting units whose carrying amount for purposes of
performing Step 1 of the goodwill impairment test is zero or negative. The amendments in ASU
2010-28 modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of
the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In
determining whether it is more likely than not that goodwill impairment exists, an entity should
consider whether there are any adverse qualitative factors indicating that impairment may exist.
The qualitative factors are consistent with existing guidance, which requires that goodwill of a
reporting unit be tested for impairment between annual tests if an event occurs or circumstances
change that would more likely than not reduce the fair value of a reporting unit below its carrying
amount. We adopted ASU 2010-28 effective January 1, 2011 and it had no impact on our consolidated
financial statements or disclosures.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are
established by the FASB in the form of ASUs to the FASBs ASC.
We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and
determined to be either not applicable or have minimal impact on our consolidated financial
position and results of operations.
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in US GAAP and International Financial
Reporting Standards (IFRSs) to provide a consistent definition of fair value and ensure that fair
value measurements and disclosure requirements are similar between US GAAP and IFRSs. This guidance
changes certain fair value measurement principles and enhances the disclosure requirements for fair
value measurements. The amendments in this ASU are effective for interim and annual periods
beginning after December 15, 2011 and are applied prospectively. Early application by public
entities is not permitted. We do not expect adoption of ASU 2011-04 will have a material impact on
our financial position, results of operations or cash flows.
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which requires an
entity to present the total of comprehensive income, the components of net income, and the
components of other comprehensive income either in a single continuous statement of comprehensive
income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present
components of other comprehensive income as
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part of the statement of equity. ASU 2011-05 will be
effective beginning after December 15, 2011. We do not expect the adoption of ASU 2011-05 to have a
material effect on our operating results or financial position.
FORWARD LOOKING STATEMENTS
Cautionary Statement for Safe harbor Purposes Under The Private Securities Litigation Reform Act
of 1995
This Form 10-Q and other documents we file with the Securities and Exchange Commission (SEC)
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 (U.S.), Canada, and Western Europe and may not grow as expected in developing regions; | ||
| 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 and maintaining high quality products and customer service to meet or exceed existing or 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 or production facilities 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; |
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| The telecommunication markets continued deployment of Fiber-to-the-Premises; | ||
| The Companys ability to obtain funding for future acquisitions; | ||
| The potential impact of the global economic condition and the depressed U.S. housing market on the Companys ongoing profitability and future growth opportunities in our core markets in the U.S. and other foreign countries where the financial situation is expected to be similar going forward; | ||
| The continued support by Federal, State, Local and Foreign Governments in incentive programs for upgrading electric transmission lines and promoting renewable energy deployment; | ||
| Those factors described under the heading Risk Factors on page 13 of the Companys Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 11, 2011. |
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 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 $21.4 million at June 30, 2011. A 100 basis point increase in the
interest rate would have resulted in an increase in interest expense of approximately $.2 million
for the six month period ended June 30, 2011.
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 $4.3 million and on income before tax of $.1 million.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Companys Principal Executive Officer and Principal Financial Officer have concluded that the
Companys disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) of the
Securities Exchange Act of 1934, as amended, were effective as of June 30, 2011.
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 June 30, 2011 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.
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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, 2010 filed with the Securities and Exchange
Commission on March 11, 2011.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On August 4, 2010, the Company announced the Board of Directors authorized a plan to repurchase up
to 250,000 of Preformed Line Products common shares. The repurchase plan does not have an
expiration date. The following table includes repurchases for the three month period
ended June 30, 2011.
Total Number of | Maximum Number of | |||||||||||||||
Total | Shares Purchased as | Shares that may yet be | ||||||||||||||
Number of | Average | Part of Publicly | Purchased under | |||||||||||||
Shares | Price Paid | Announced Plans or | the Plans or | |||||||||||||
Period (2011) | Purchased | per Share | Programs | Programs | ||||||||||||
April |
| | 21,435 | 228,565 | ||||||||||||
May |
34,592 | $ | 69.20 | 56,027 | 193,973 | |||||||||||
June |
1,800 | $ | 69.13 | 57,827 | 192,173 | |||||||||||
Total |
36,392 |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. (Removed and Reserved)
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
10.1
|
Share Purchase Agreement, dated May 10, 2011 between the Company and the trustee under the Irrevocable Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr dated July 29, 2008 (incorporated herein by reference to the Companys Form 8-K filed on May 10, 2011). | |
10.2
|
Share Purchase Agreement, dated May 10, 2011 between the Company and Bernard L. Karr, Assistant Secretary of the Thomas F. Peterson Foundation (incorporated herein by reference to the Companys Form 8-K filed on May 10, 2011). | |
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 Executive Officer, Eric R. Graef, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. | |
32.1
|
Certifications of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished. | |
32.2
|
Certifications of the Principal Executive Officer, Eric R. Graef, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished. |
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101.INS
|
XBRL Instance Document.* | |
101.SCH
|
XBRL Taxonomy Extension Schema Document.* | |
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.* | |
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.* | |
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.* | |
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.* |
* | In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. |
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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.
August 9, 2011 | /s/ Robert G. Ruhlman | |||
Robert G. Ruhlman | ||||
Chairman, President and Chief Executive Officer (Principal Executive Officer) | ||||
August 9, 2011 | /s/ Eric R. Graef | |||
Eric R. Graef | ||||
Chief Financial Officer and Vice President Finance (Principal Accounting Officer) |
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EXHIBIT INDEX
10.1
|
Share Purchase Agreement, dated May 10, 2011 between the Company and the trustee under the Irrevocable Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr dated July 29, 2008 (incorporated herein by reference to the Companys Form 8-K filed on May 10, 2011). | |
10.2
|
Share Purchase Agreement, dated May 10, 2011 between the Company and Bernard L. Karr, Assistant Secretary of the Thomas F. Peterson Foundation (incorporated herein by reference to the Companys Form 8-K filed on May 10, 2011). | |
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 Executive Officer, Eric R. Graef, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. | |
32.1
|
Certifications of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished. | |
32.2
|
Certifications of the Principal Executive Officer, Eric R. Graef, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished. | |
101.INS
|
XBRL Instance Document.* | |
101.SCH
|
XBRL Taxonomy Extension Schema Document.* | |
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.* | |
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.* | |
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.* | |
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.* |
* | In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing. |
32