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PREFORMED LINE PRODUCTS CO - Quarter Report: 2023 March (Form 10-Q)

10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

(Mark One)

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal quarter ended March 31, 2023

or

Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

for the Transition Period From ________To _______

Commission file number 0-31164

Preformed Line Products Company

(Exact name of registrant as specified in its charter)

 

Ohio

 

34-0676895

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

660 Beta Drive

Mayfield Village, Ohio

 

44143

(Address of Principal Executive Office)

 

(Zip Code)

 

(440) 461‑5200

(Registrant's telephone number, including area code)

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, $2 par value per share

PLPC

NASDAQ

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

 

Smaller Reporting Company

Emerging Growth Company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

The number of shares outstanding as of April 21, 2023: 4,948,157.

 


 

Table of Contents

 

 

 

 

 

Page

 

 

 

 

 

Part I – Financial Information

 

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

3

 

 

 

 

 

Item 2.

 

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

 

18

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

24

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

24

 

 

 

 

 

Part II – Other Information

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

25

 

 

 

 

 

Item 1A.

 

Risk Factors

 

25

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

25

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

25

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

25

 

 

 

 

 

Item 5.

 

Other Information

 

25

 

 

 

 

 

Item 6.

 

Exhibits

 

26

 

 

 

 

 

SIGNATURES

 

27

 

2


 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PREFORMED LINE PRODUCTS COMPANY

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

March 31, 2023

 

 

December 31, 2022

 

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

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

31,791

 

 

$

37,239

 

Accounts receivable, less allowances of $6,095 ($5,600 in 2022)

 

 

141,114

 

 

 

125,261

 

Inventories, net

 

 

149,784

 

 

 

147,458

 

Prepaid expenses

 

 

8,299

 

 

 

13,283

 

Other current assets

 

 

8,179

 

 

 

4,929

 

TOTAL CURRENT ASSETS

 

 

339,167

 

 

 

328,170

 

Property, plant and equipment, net

 

 

196,151

 

 

 

175,011

 

Operating lease, right-of-use assets

 

 

10,756

 

 

 

10,752

 

Goodwill

 

 

28,687

 

 

 

28,004

 

Other intangible assets, net

 

 

13,909

 

 

 

14,082

 

Deferred income taxes

 

 

6,147

 

 

 

5,320

 

Pension asset

 

 

727

 

 

 

619

 

Other assets

 

 

6,704

 

 

 

6,521

 

TOTAL ASSETS

 

$

602,248

 

 

$

568,479

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Trade accounts payable

 

$

56,273

 

 

$

46,839

 

Notes payable to banks

 

 

13,842

 

 

 

18,098

 

Operating lease liabilities, current

 

 

1,543

 

 

 

1,606

 

Current portion of long-term debt

 

 

3,026

 

 

 

3,018

 

Accrued compensation

 

 

18,698

 

 

 

14,962

 

Accrued expenses and other liabilities

 

 

19,199

 

 

 

17,635

 

Accrued profit-sharing and other benefits

 

 

3,639

 

 

 

9,394

 

Dividends payable

 

 

1,194

 

 

 

1,318

 

Income taxes payable

 

 

7,803

 

 

 

2,465

 

TOTAL CURRENT LIABILITIES

 

 

125,217

 

 

 

115,335

 

Long-term debt, less current portion

 

 

68,374

 

 

 

68,420

 

Operating lease liabilities, noncurrent

 

 

7,108

 

 

 

7,023

 

Deferred income taxes

 

 

3,506

 

 

 

4,165

 

Other noncurrent liabilities

 

 

17,329

 

 

 

14,912

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Common shares – $2 par value per share, 15,000,000 shares authorized, 4,947,924 and 4,917,020 issued and outstanding, at March 31, 2023 and December 31, 2022

 

 

13,491

 

 

 

13,351

 

Common shares issued to rabbi trust, 241,151 and 245,386 shares at March 31, 2023 and December 31, 2022, respectively

 

 

(10,076

)

 

 

(10,261

)

Deferred compensation liability

 

 

10,076

 

 

 

10,261

 

Paid-in capital

 

 

54,956

 

 

 

53,646

 

Retained earnings

 

 

481,278

 

 

 

460,930

 

Treasury shares, at cost, 1,800,474 and 1,758,901 shares at March 31, 2023 and December 31, 2022, respectively

 

 

(103,043

)

 

 

(99,303

)

Accumulated other comprehensive loss

 

 

(65,976

)

 

 

(69,987

)

TOTAL PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS' EQUITY

 

 

380,706

 

 

 

358,637

 

Noncontrolling interest

 

 

8

 

 

 

(13

)

TOTAL SHAREHOLDERS' EQUITY

 

 

380,714

 

 

 

358,624

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

$

602,248

 

 

$

568,479

 

See notes to consolidated financial statements (unaudited).

3


 

PREFORMED LINE PRODUCTS COMPANY

STATEMENTS OF CONSOLIDATED INCOME

(UNAUDITED)

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

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

 

 

 

Net sales

 

$

181,824

 

 

$

138,223

 

Cost of products sold

 

 

115,541

 

 

 

96,272

 

GROSS PROFIT

 

 

66,283

 

 

 

41,951

 

Costs and expenses

 

 

 

 

 

 

Selling

 

 

12,388

 

 

 

10,661

 

General and administrative

 

 

18,609

 

 

 

16,309

 

Research and engineering

 

 

5,193

 

 

 

4,774

 

Other operating expense, net

 

 

1,112

 

 

 

756

 

 

 

 

37,302

 

 

 

32,500

 

OPERATING INCOME

 

 

28,981

 

 

 

9,451

 

Other (expense) income

 

 

 

 

 

 

Interest income

 

 

304

 

 

 

113

 

Interest expense

 

 

(1,066

)

 

 

(526

)

Other income, net

 

 

40

 

 

 

5,103

 

 

 

 

(722

)

 

 

4,690

 

INCOME BEFORE INCOME TAXES

 

 

28,259

 

 

 

14,141

 

Income tax expense

 

 

6,840

 

 

 

1,840

 

NET INCOME

 

$

21,419

 

 

$

12,301

 

Net income attributable to noncontrolling interests

 

 

(21

)

 

 

(16

)

NET INCOME ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS

 

$

21,398

 

 

$

12,285

 

AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING:

 

 

 

 

 

 

Basic

 

 

4,937

 

 

 

4,928

 

Diluted

 

 

4,997

 

 

 

4,943

 

EARNINGS PER SHARE OF COMMON STOCK ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS:

 

 

 

 

 

 

Basic

 

$

4.33

 

 

$

2.49

 

Diluted

 

$

4.28

 

 

$

2.49

 

See notes to consolidated financial statements (unaudited).

4


 

PREFORMED LINE PRODUCTS COMPANY

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

(Thousands of dollars)

 

 

 

Net income

 

$

21,419

 

 

$

12,301

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

3,922

 

 

 

2,101

 

Recognized net actuarial gain

 

 

89

 

 

 

89

 

Other comprehensive income, net of tax

 

 

4,011

 

 

 

2,190

 

Comprehensive income attributable to noncontrolling interests

 

 

(21

)

 

 

(16

)

COMPREHENSIVE INCOME ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS

 

$

25,409

 

 

$

14,475

 

See notes to consolidated financial statements (unaudited).

5


 

PREFORMED LINE PRODUCTS COMPANY

STATEMENTS OF CONSOLIDATED CASH FLOWS

(UNAUDITED)

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

(Thousands of dollars)

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

Net income

 

$

21,419

 

 

$

12,301

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

4,275

 

 

 

3,021

 

Deferred income taxes

 

 

(1,530

)

 

 

(563

)

Share-based compensation expense

 

 

1,066

 

 

 

1,023

 

Gain from company owned life insurance policy

 

 

 

 

 

(4,364

)

Loss on exit of business

 

 

 

 

 

989

 

Loss (gain) on sale of property and equipment

 

 

16

 

 

 

(792

)

Other, net

 

 

1,942

 

 

 

630

 

Changes in operating assets and liabilities:

 

 

(1,758

)

 

 

(17,420

)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

25,430

 

 

 

(5,175

)

INVESTING ACTIVITIES

 

 

 

 

 

 

Capital expenditures

 

 

(8,351

)

 

 

(8,010

)

Proceeds from the sale of property and equipment

 

 

124

 

 

 

3,157

 

Proceeds from company owned life insurance policy

 

 

 

 

 

6,909

 

Acquisition of businesses, net of cash

 

 

(14,068

)

 

 

(12,990

)

NET CASH USED IN INVESTING ACTIVITIES

 

 

(22,295

)

 

 

(10,934

)

FINANCING ACTIVITIES

 

 

 

 

 

 

Payments on notes payable to banks

 

 

(4,524

)

 

 

(2,656

)

Proceeds from long-term debt

 

 

50,389

 

 

 

49,958

 

Payments of long-term debt

 

 

(50,633

)

 

 

(29,494

)

Dividends paid

 

 

(1,154

)

 

 

(1,031

)

Proceeds from issuance of common shares

 

 

355

 

 

 

116

 

Purchase of common shares for treasury

 

 

(116

)

 

 

(66

)

Purchase of common shares for treasury from related parties

 

 

(3,624

)

 

 

(1,729

)

NET CASH (USED IN) PROVIDED BY FINANCING
   ACTIVITIES

 

 

(9,307

)

 

 

15,098

 

Effects of exchange rate changes on cash, cash equivalents and restricted cash

 

 

724

 

 

 

(765

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(5,448

)

 

 

(1,776

)

Cash, cash equivalents and restricted cash at beginning of year

 

 

37,239

 

 

 

36,406

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR

 

$

31,791

 

 

$

34,630

 

See notes to consolidated financial statements (unaudited).

6


 

PREFORMED LINE PRODUCTS COMPANY

STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Other
Comprehensive Income
(Loss)

 

 

 

 

 

 

 

 

Common Shares

 

Common
Shares
Issued to
Rabbi Trust

 

Deferred
Compensation Liability

 

Paid in
Capital

 

Retained
Earnings

 

Treasury
Shares

 

Cumulative
Translation
Adjustment

 

Unrecognized
Pension
Benefit Cost

 

Total Preformed Line Products Company Equity

 

Noncontrolling Interests

 

Total Equity

 

 

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2022

$

13,351

 

$

(10,261

)

$

10,261

 

$

53,646

 

$

460,930

 

$

(99,303

)

$

(65,495

)

$

(4,492

)

$

358,637

 

$

(13

)

$

358,624

 

Net income

 

 

 

 

 

 

 

 

 

21,398

 

 

 

 

 

 

 

 

21,398

 

 

21

 

 

21,419

 

Foreign currency translation
   adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

3,922

 

 

 

 

3,922

 

 

 

3,922

 

Recognized net actuarial gain, net
   of tax provision of $
28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

89

 

 

89

 

 

 

 

89

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,409

 

 

21

 

 

25,430

 

Share-based compensation

 

 

 

 

 

 

 

1,066

 

 

 

 

 

 

 

 

 

1,066

 

 

 

 

1,066

 

Purchase of 41,573 common shares

 

 

 

 

 

 

 

 

 

 

 

(3,740

)

 

 

 

 

 

(3,740

)

 

 

 

(3,740

)

Issuance of 72,477 common shares

 

140

 

 

 

 

 

 

244

 

 

 

 

 

 

 

 

 

 

384

 

 

 

 

384

 

Common shares distributed from rabbi
   trust of
4,235, net

 

 

 

185

 

 

(185

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared – $0.20 per
   share

 

 

 

 

 

 

 

 

 

(1,050

)

 

 

 

 

 

 

 

(1,050

)

 

 

 

(1,050

)

Balance at March 31, 2023 (unaudited)

$

13,491

 

$

(10,076

)

$

10,076

 

$

54,956

 

$

481,278

 

$

(103,043

)

$

(61,573

)

$

(4,403

)

$

380,706

 

$

8

 

$

380,714

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Other
Comprehensive Income
(Loss)

 

 

 

 

 

 

 

 

Common Shares

 

Common
Shares
Issued to
Rabbi Trust

 

Deferred
Compensation Liability

 

Paid in
Capital

 

Retained
Earnings

 

Treasury
Shares

 

Cumulative
Translation
Adjustment

 

Unrecognized
Pension
Benefit Cost

 

Total Preformed Line Products Company Equity

 

Noncontrolling Interests

 

Total Equity

 

 

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2021

$

13,185

 

$

(10,102

)

$

10,102

 

$

47,814

 

$

410,673

 

$

(93,836

)

$

(56,223

)

$

(5,496

)

$

316,117

 

$

(17

)

$

316,100

 

Net income

 

 

 

 

 

 

 

 

 

12,285

 

 

 

 

 

 

 

 

12,285

 

 

16

 

 

12,301

 

Foreign currency translation
   adjustment

 

 

 

 

 

 

 

 

 

 

 

 

2,101

 

 

 

 

2,101

 

 

 

2,101

 

Recognized net actuarial gain, net
   of tax provision of $
28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

89

 

 

89

 

 

 

 

89

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,475

 

 

16

 

 

14,491

 

Share-based compensation

 

 

 

 

 

 

 

871

 

 

 

 

 

 

 

 

 

 

871

 

 

 

 

871

 

Purchase of 29,436 common shares

 

 

 

 

 

 

 

 

 

 

 

(1,795

)

 

 

 

 

 

(1,795

)

 

 

 

(1,795

)

Issuance of 62,387 common shares

 

117

 

 

 

 

 

 

162

 

 

 

 

 

 

 

 

 

 

279

 

 

 

 

279

 

Common shares issued to rabbi
   trust of
1,347, net

 

 

 

(99

)

 

99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared – $0.20 per
   share

 

 

 

 

 

 

 

 

 

(1,037

)

 

 

 

 

 

 

 

(1,037

)

 

 

 

(1,037

)

Balance at March 31, 2022 (unaudited)

$

13,302

 

$

(10,201

)

$

10,201

 

$

48,847

 

$

421,921

 

$

(95,631

)

$

(54,122

)

$

(5,407

)

$

328,910

 

$

(1

)

$

328,909

 

See notes to consolidated financial statements (unaudited).

7


 

PREFORMED LINE PRODUCTS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

(Tables in thousands of dollars, except share and per share data, unless specifically noted)

 

Note 1 – Significant Accounting Policies

The accompanying unaudited consolidated financial statements of Preformed Line Products Company and subsidiaries (the “Company” or “PLPC”) have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. This Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Form 10-K for the year ended December 31, 2022 filed on March 3, 2023 with the Securities and Exchange Commission. The interim period results are not necessarily indicative of the results to be expected for the full year. Management has evaluated subsequent events through the date this Form 10-Q was filed with the Securities and Exchange Commission.

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from these estimates. In the opinion of management, these consolidated financial statements contain all estimates and adjustments, consisting of normal recurring accruals, required to fairly present the financial position, results of operations, and cash flows for the interim periods. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full-year ending December 31, 2023.

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

Certain prior year amounts have been reclassified to conform to the current year presentation.

 

Recently Adopted Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates ("ASU"). In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers.” This ASU requires an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The ASU is effective for fiscal years and interim periods beginning after December 15, 2022. The adoption of this new standard did not have a material impact on the consolidated financial statements and related disclosures.

No other recently issued or effective ASUs had, or are expected to have, a material impact on the Company's results of operations, financial condition or liquidity.

Note 2 – Revenue

Revenue Recognition

Sales are recognized when obligations under the terms of the contract are satisfied and control of promised goods or services have transferred to our customers. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services and is primarily based on shipping terms. Sales are measured as the amount of consideration the Company expects to receive in exchange for transferring products.

 

Disaggregated Revenue

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

 

 

Three Months Ended March 31, 2023

 

Product Type

 

PLP-USA

 

The Americas

 

EMEA

 

Asia-Pacific

 

Consolidated

 

Energy

 

 

59

%

 

63

%

 

36

%

 

74

%

 

56

%

Communications

 

 

37

%

 

35

%

 

61

%

 

2

%

 

38

%

Special Industries

 

 

4

%

 

2

%

 

3

%

 

24

%

 

6

%

Total

 

 

100

%

 

100

%

 

100

%

 

100

%

 

100

%

 

8


 

 

 

 

Three Months Ended March 31, 2022

 

Product Type

 

PLP-USA

 

The Americas

 

EMEA

 

Asia-Pacific

 

Consolidated

 

Energy

 

 

56

%

 

72

%

 

54

%

 

65

%

 

59

%

Communications

 

 

40

%

 

26

%

 

38

%

 

3

%

 

33

%

Special Industries

 

 

4

%

 

2

%

 

8

%

 

32

%

 

8

%

Total

 

 

100

%

 

100

%

 

100

%

 

100

%

 

100

%

Credit Losses for Receivables

The Company maintains an allowance for credit losses for estimated losses resulting from the inability of its customers to make required payments. The Company uses a current expected credit loss model in order to immediately recognize an estimate of credit losses that are expected to occur over the life of the financial instruments, mainly trade receivables. Additionally, the allowance is based upon identified delinquent accounts, customer payment patterns and other analyses of historical data trends. Receivable balances are written off against an allowance for credit losses after a final determination has been made. The change in the allowance for credit losses includes expense and net write-offs, which are identified in the following table:

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Allowance for credit losses, beginning of period

 

$

5,021

 

 

$

3,091

 

Additions charged to costs and expenses

 

 

752

 

 

 

723

 

Write-offs

 

 

(3

)

 

 

(133

)

Foreign exchange and other

 

 

37

 

 

 

54

 

Allowance for credit losses, end of period

 

$

5,807

 

 

$

3,735

 

 

Note 3 – Inventories, Net

Inventories, net

 

 

 

 

 

 

 

 

 

March 31, 2023

 

 

December 31, 2022

 

Raw materials

 

 

$

105,045

 

 

$

104,872

 

Work-in-process

 

 

 

16,040

 

 

 

14,450

 

Finished products

 

 

 

42,382

 

 

 

41,295

 

Inventories, gross

 

 

 

163,467

 

 

 

160,617

 

Excess of current cost over LIFO cost

 

 

 

(13,683

)

 

 

(13,159

)

Inventories, net

 

 

$

149,784

 

 

$

147,458

 

 

Costs for inventories of certain material, mainly in the U.S., are determined using the LIFO method and totaled approximately $68.9 million at March 31, 2023 and $68.3 million at December 31, 2022. An actual valuation of inventories under the LIFO method can be made only at the end of the year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Because these estimates are subject to change and may be different than the actual inventory levels and costs at the end of the year, interim results are subject to the final year-end LIFO inventory valuation. During the three-month periods ended March 31, 2023 and 2022, the net change in LIFO inventories resulted in expense of $0.5 million and $1.3 million, respectively, to Cost of products sold. The Company’s reserves for slow-moving and obsolete inventory was $11.4 million at March 31, 2023 and $10.8 million at December 31, 2022.

9


 

Note 4 – Property and Equipment, Net

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

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2023

 

 

December 31, 2022

 

Land and improvements

 

 

$

21,156

 

 

$

19,609

 

Buildings and improvements

 

 

 

109,084

 

 

 

102,245

 

Machinery, equipment and aircraft

 

 

 

220,409

 

 

 

218,549

 

Construction in progress

 

 

 

39,352

 

 

 

31,076

 

Property, plant and equipment, gross

 

 

 

390,001

 

 

 

371,479

 

Less accumulated depreciation

 

 

 

(193,850

)

 

 

(196,468

)

Property, plant and equipment, net

 

 

$

196,151

 

 

$

175,011

 

 

Note 5 – Contingent Liabilities

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

Although the outcomes of these matters are not predictable with certainty, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In the event the Company determines that a loss is not probable, but is reasonably possible, and the likelihood to develop what the Company believes to be a reasonable range of potential loss exists, the Company will include disclosure related to such matters. To the extent that there is a reasonable possibility the losses could exceed amounts already accrued, the Company will adjust the accrual in the period in which the determination is made, disclose an estimate of the additional loss or range of loss and if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. As of March 31, 2023 and December 31, 2022, the Company maintained a reserve of approximately $2.0 million and $1.8 million, respectively, representing its best estimate for losses to be incurred on global legal matters.

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

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

The Company believes the claims against it are without merit and intends to vigorously defend against such claims. The Company is unable to predict the outcome of this case, however, it has recorded a reserve for the low end of the range for potential loss associated with this matter. If this matter is concluded in a manner adverse to the Company, it could have a material effect on the Company’s financial results. A preliminary trial date for this complaint has been scheduled for January 2024.

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

Note 6 – Pension Plans

The Company uses a December 31 measurement date for the Preformed Line Products Company Employees’ Retirement Plan (the “U.S. Plan”). Net periodic pension expense (income) for the U.S. Plan for the three months ended March 31, 2023 and 2022, respectively, follows:

10


 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

 

2023

 

 

2022

 

Interest cost

 

 

 

$

392

 

 

$

297

 

Expected return on plan assets

 

 

 

 

(501

)

 

 

(601

)

Recognized net actuarial loss

 

 

 

 

117

 

 

 

117

 

Net periodic pension expense (income)

 

 

 

$

8

 

 

$

(187

)

There were no contributions to the U.S. Plan during the three months ended March 31, 2023 and 2022. The Company is currently evaluating the option to contribute to the U.S. Plan in 2023. Components of retirement benefits expense (income) are included in Other expense (income), net in the Consolidated Statements of Income.

Note 7 – Accumulated Other Comprehensive Income (“AOCI”)

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

 

 

 

Three Months Ended March 31, 2023

 

 

Three Months Ended March 31, 2022

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

Unrecognized

 

 

Translation

 

 

 

 

 

Unrecognized

 

 

Translation

 

 

 

 

 

 

Benefit Cost

 

 

Adjustment

 

 

Total

 

 

Benefit Cost

 

 

Adjustment

 

 

Total

 

Balance at January 1

 

$

(4,492

)

 

$

(65,495

)

 

$

(69,987

)

 

$

(5,496

)

 

$

(56,223

)

 

$

(61,719

)

Other comprehensive income before reclassifications:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on foreign currency translation adjustment

 

 

 

 

 

3,922

 

 

 

3,922

 

 

 

 

 

 

2,101

 

 

 

2,101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts reclassified from AOCI:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of defined benefit pension actuarial gain (a)

 

 

89

 

 

 

 

 

 

89

 

 

 

89

 

 

 

 

 

 

89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net current period other comprehensive income (loss)

 

 

89

 

 

 

3,922

 

 

 

4,011

 

 

 

89

 

 

 

2,101

 

 

 

2,190

 

Balance at March 31

 

$

(4,403

)

 

$

(61,573

)

 

$

(65,976

)

 

$

(5,407

)

 

$

(54,122

)

 

$

(59,529

)

 

(a)
This AOCI component is included in the computation of net periodic pension expense (income) as noted in Note 6 – Pension Plans.

Note 8 – Debt and Credit Arrangements

On March 2, 2022, the Company amended its credit facility (the "Facility") to increase the capacity from $65.0 million to $90.0 million. As part of this amendment, the index used to determine the interest rate changed from LIBOR to the Bloomberg Short Term Bank Yield Index (“BSBY”). The interest rate is defined as BSBY plus 1.125% unless the Company’s funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 2.25 to 1, at which point the BSBY spread becomes 1.500%. The amendment also allows the Company to change its rate from BSBY to the Secured Overnight Financing Rate (“SOFR”) at the Company’s discretion. The amendment extended the maturity from June 30, 2024 to March 2, 2026. On August 31, 2022, the Company amended the Facility and elected to change its rate from BSBY to SOFR, and added its New Zealand subsidiary as a co-borrower. All other terms remain the same. At March 31, 2023, the Company had utilized $47.5 million with $42.5 million available on the Facility, net of long-term outstanding letters of credit of $0.1 million. Our bank debt to equity percentage was 22.0%. The Facility contains, among other provisions, requirements for maintaining levels of net worth and profitability. At March 31, 2023, the Company was in compliance with these covenants.

On January 19, 2021, the Company received funding for a term loan from PNC Equipment Finance, LLC in the principal amount of $20.5 million to fund the purchase of a corporate aircraft. In September 2020, the Company made a deposit of $6.8 million toward the purchase of the aircraft which was subsequently refunded in January 2021 and the full amount of the $20.5 million purchase price was drawn on the loan. The aircraft replaces the Company’s previously owned aircraft, which was sold in December 2020. The proceeds of the sale were used to pay off the debt associated with the previously owned aircraft. The term of the new loan is 120 months at a fixed interest rate of 2.744%. The loan is payable in 119 equal monthly installments, which commenced on March 1, 2021 with a final payment of any outstanding principal and accrued interest due and payable on the final monthly payment date. Of the $16.2 million outstanding on this debt facility at March 31, 2023, $2.1 million was classified as current. The loan is secured by the aircraft.

The Company has borrowing facilities at certain of its foreign subsidiaries, which consist of overdraft lines, working capital credit lines, and facilities for the issuance of letters of credit and short-term borrowing needs. At March 31, 2023, and December 31, 2022, $21.5 million and $26.1 million was outstanding, of which $14.8 million and $19.1 million were classified as current, respectively. These facilities support commitments made in the ordinary course of business.

For both periods ended March 31, 2023 and December 31, 2022, the Company’s Asia-Pacific segment had $0.2 million in restricted cash used to secure bank debt. The restricted cash is shown on the Company’s Consolidated Balance Sheets in Cash, cash equivalents and restricted cash.

11


 

Note 9 – Income Taxes

For the three months ended March 31, 2023 and 2022, the Company’s effective tax rate was 24% and 13%, respectively. The effective tax rate for the three months ended March 31, 2023 was higher than the effective tax rate for the same period in 2022 mainly due to higher levels of income earned in higher tax jurisdictions as well as a non-taxable benefit of $4.4 million related to the proceeds from the settlement of a Company-owned life insurance policy in 2022.

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. During the period ended March 31, 2023, the Company did not record any additional valuation allowances in various jurisdictions on their deferred tax assets.

For the three-month periods ending March 31, 2023 and 2022, the Company did not record any new uncertain tax positions.

Note 10 – Computation of Earnings Per Share

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

The calculation of basic and diluted earnings per share for the three months ended March 31, was as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Numerator

 

 

 

 

 

 

Net income

 

$

21,398

 

 

$

12,285

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

Determination of shares (in thousands)

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

4,937

 

 

 

4,928

 

Dilutive effect – share-based awards

 

 

60

 

 

 

15

 

Diluted weighted-average common shares outstanding

 

 

4,997

 

 

 

4,943

 

 

 

 

 

 

 

 

Earnings per common share

 

 

 

 

 

 

Basic

 

$

4.33

 

 

$

2.49

 

Diluted

 

$

4.28

 

 

$

2.49

 

 

For the three months ended March 31, 2023 and 2022, there were zero and 23,000 stock options, respectively, which were excluded from the calculation of diluted earnings per share as the effect would have been anti-dilutive.

Note 11 – Goodwill and Other Intangibles

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

 

 

 

March 31, 2023

 

 

December 31, 2022

 

 

 

Gross Carrying

 

 

Accumulated

 

 

Gross Carrying

 

 

Accumulated

 

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finite-lived intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

Patents

 

$

4,806

 

 

$

(4,806

)

 

$

4,806

 

 

$

(4,806

)

Land use rights

 

 

993

 

 

 

(286

)

 

 

1,175

 

 

 

(414

)

Trademark

 

 

1,966

 

 

 

(1,600

)

 

 

1,963

 

 

 

(1,576

)

Technology

 

 

7,070

 

 

 

(3,346

)

 

 

6,950

 

 

 

(3,189

)

Customer relationships

 

 

18,879

 

 

 

(9,767

)

 

 

18,637

 

 

 

(9,464

)

 

 

$

33,714

 

 

$

(19,805

)

 

$

33,531

 

 

$

(19,449

)

Indefinite-lived intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

28,687

 

 

 

 

 

$

28,004

 

 

 

 

 

12


 

The aggregate amortization expense for other intangibles with finite lives for the three months ended March 31, 2023 and 2022 was $0.6 million and $0.4 million, respectively. Amortization expense is estimated to be $1.4 million for the remainder of 2023, $1.7 million for 2024, $1.6 million for 2025, and $1.5 million for 2026 and 2027. The weighted-average remaining amortization period is approximately 11.8 years. The weighted-average remaining amortization period by intangible asset class; land use rights, 52.2 years; trademark, 12.8 years; technology, 7.9 years and customer relationships, 10.1 years.

The Company’s measurement date for its annual impairment test for goodwill is October 1st of each year. The Company performs additional interim impairment assessments as circumstances warrant. There were no indicators of impairment noted for the period ending March 31, 2023.

The Company may use both quantitative and qualitative approaches when testing goodwill for impairment. For selected reporting units where the qualitative approach is utilized, a qualitative evaluation of events and circumstances impacting the reporting unit is performed to determine if it is more likely than not that the fair value of the reporting unit exceeds its carrying amount. If that determination is made, no further evaluation is necessary. Otherwise, the Company performs a quantitative impairment test on the reporting unit.

For the quantitative approach, the Company uses a combination of the income approach, which uses a discounted cash flow methodology, and the market approach, which uses comparable market multiples 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. The fair value estimates are subjective and sensitive to significant assumptions, such as revenue growth rates, operating margins, the weighted average cost of capital, and estimated market multiples, of which are affected by expectations of future market or economic conditions. The Company believes that the methodologies, significant assumptions, and weightings used are reasonable and result in appropriate fair values of the reporting units.

The Company’s only intangible asset with an indefinite life is goodwill. The Company’s goodwill is not deductible for tax purposes. Changes in the carrying amount of goodwill by reporting unit are shown in the following table:

 

 

PLP-USA

 

 

The Americas

 

 

EMEA

 

 

Asia-Pacific

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2023

 

$

3,078

 

 

$

9,597

 

 

$

15,329

 

 

$

 

 

$

28,004

 

Purchase price measurement period adjustments

 

 

 

 

 

 

 

 

20

 

 

 

 

 

 

20

 

Currency translation

 

 

 

 

 

161

 

 

 

502

 

 

 

 

 

 

663

 

Balance at March 31, 2023

 

$

3,078

 

 

$

9,758

 

 

$

15,851

 

 

$

 

 

$

28,687

 

The purchase price measurement period adjustments relate to the finalization of the purchase price accounting of Holplast, s.r.o. acquired during 2022. See Note 14 for additional information about acquisitions of businesses.

Note 12 – Fair Value of Financial Assets and Liabilities

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

Level 1 Inputs Quoted market prices in active markets for identical assets or liabilities.

Level 2 Inputs Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 Inputs Unobservable inputs that are not corroborated by market data.

13


 

The following table summarizes the Company’s assets and liabilities, recorded and measured at fair value, in the Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022:

Description

 

Balance as of
 March 31, 2023

 

 

Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)

 

 

Significant Other Observable Inputs
 (Level 2)

 

 

Significant Unobservable Inputs
 (Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward contracts

 

$

551

 

 

$

 

 

$

551

 

 

$

 

Total assets

 

$

551

 

 

$

 

 

$

551

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward contracts

 

$

 

 

$

 

 

$

 

 

$

 

Supplemental profit sharing plan

 

 

7,285

 

 

 

 

 

 

7,285

 

 

 

 

Total liabilities

 

$

7,285

 

 

$

 

 

$

7,285

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Balance as of December 31, 2022

 

 

Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)

 

 

Significant Other Observable Inputs
 (Level 2)

 

 

Significant Unobservable Inputs
 (Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward contracts

 

$

548

 

 

$

 

 

$

548

 

 

$

 

Total assets

 

$

548

 

 

$

 

 

$

548

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward contracts

 

$

81

 

 

$

 

 

$

81

 

 

$

 

Supplemental profit sharing plan

 

 

7,299

 

 

 

 

 

 

7,299

 

 

 

 

Total liabilities

 

$

7,380

 

 

$

 

 

$

7,380

 

 

$

 

 

The Company operates internationally and enters into intercompany transactions denominated in foreign currencies. Consequently, the Company is subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. The Company currently uses foreign currency forward contracts to reduce the risk related to some of these transactions. These contracts usually have maturities of 90 days or less and generally require an exchange of foreign currencies for U.S. dollars at maturity at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in Other operating expense, net on the Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position. For the three months ended March 31, 2023 and 2022, the Company recognized a net gain of $0.1 million and a net loss of $2.1 million, respectively, on foreign currency forward contracts.

The Company has a non-qualified Supplemental Profit Sharing Plan for its executives. The liability for this unfunded Supplemental Profit Sharing Plan was $7.3 million at both March 31, 2023 and December 31, 2022. These amounts are recorded within Other noncurrent liabilities on the Company’s Consolidated Balance Sheets. The Supplemental Profit Sharing Plan allows participants the ability to hypothetically invest their proportionate award into various investment options, which primarily includes mutual funds. The Company credits earnings, gains and losses to the participants’ deferred compensation account balances based on the investments selected by the participants. The Company measures the fair value of the Supplemental Profit Sharing Plan liability using the market values of the participants’ underlying investment accounts.

The carrying value of the Company’s current financial instruments, which include cash, cash equivalents and restricted cash, accounts receivable, accounts payable and short-term debt, approximates fair value because of the short-term maturity of these instruments.

At March 31, 2023 and December 31, 2022, the fair value of the Company’s long-term debt was estimated using discounted cash flows analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements that are considered to be Level 2 inputs. Based on the analysis performed, the fair value and the carrying value of the Company’s long-term debt are as follows:

 

 

 

March 31, 2023

 

 

December 31, 2022

 

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

Long-term debt and related current maturities

 

$

70,623

 

 

$

71,400

 

 

$

68,054

 

 

$

71,438

 

 

14


 

 

Note 13 – Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance.

The following tables present a summary of the Company’s reportable operating segments for the three months ended March 31, 2023 and 2022. Financial results for the PLP-USA segment include the elimination of all segments’ intercompany profit in inventory.

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Net sales

 

 

 

 

 

 

PLP-USA

 

$

97,177

 

 

$

75,924

 

The Americas

 

 

22,568

 

 

 

18,963

 

EMEA

 

 

39,034

 

 

 

27,472

 

Asia-Pacific

 

 

23,045

 

 

 

15,864

 

Total net sales

 

$

181,824

 

 

$

138,223

 

 

 

 

 

 

 

 

Intersegment sales

 

 

 

 

 

 

PLP-USA

 

$

11,962

 

 

$

4,120

 

The Americas

 

 

4,213

 

 

 

2,714

 

EMEA

 

 

1,533

 

 

 

686

 

Asia-Pacific

 

 

7,009

 

 

 

6,684

 

Total intersegment sales

 

$

24,717

 

 

$

14,204

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

PLP-USA

 

$

42,106

 

 

$

26,264

 

The Americas

 

 

7,987

 

 

 

5,365

 

EMEA

 

 

9,247

 

 

 

6,374

 

Asia-Pacific

 

 

6,943

 

 

 

3,948

 

Total gross profit

 

$

66,283

 

 

$

41,951

 

 

 

 

 

 

 

 

Net income attributable to Preformed Line Products Company shareholders

 

 

 

 

 

 

PLP-USA

 

$

16,796

 

 

$

13,239

 

The Americas

 

 

1,889

 

 

 

(71

)

EMEA

 

 

1,661

 

 

 

282

 

Asia-Pacific

 

 

1,052

 

 

 

(1,165

)

Total net income attributable to Preformed Line Products Company shareholders

 

$

21,398

 

 

$

12,285

 

 

Note 14 – Acquisitions of Businesses

Acquisition of Pilot Plastics

On February 1, 2023, the Company acquired substantially all of the assets of Pilot Plastics, headquartered in Akron, Ohio. Pilot Plastics is an injection molding manufacturer and the acquisition will expand the Company's injection molding capabilities and further enhance the Company's domestic manufacturing footprint. The purchase price was approximately $14.1 million, net of cash as of the closing date. The purchase price is subject to a holdback of approximately $1.7 million. To fund the Pilot Plastics acquisition, the Company borrowed on the Facility.

The acquisition of Pilot Plastics is accounted for using the acquisition method of accounting, which requires the assets acquired and liabilities assumed to be recognized at their respective fair values on the acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The opening balance sheet is preliminary, and no measurement period adjustments have been recorded as of March 31, 2023. Future adjustments are not expected to have a material impact to the Consolidated Statements of Income.

From the date of the acquisition through March 31, 2023, the Company’s consolidated financial statements included Pilot Plastics sales of approximately $1.5 million and is reported in the PLP-USA segment.

15


 

Acquisition of Delta Conectores, S.A. de C.V.

On October 3, 2022, the Company acquired Delta Conectores, S.A. de C.V. ("Delta"), a Mexico entity headquartered in Aguascalientes, Mexico, from its shareholders. Delta designs and manufactures substation connector systems and accessory hardware for high voltage AC systems in Mexico. The acquisition of Delta will expand the Company's operational and technical capabilities in the region while supporting its overall substation strategy. The purchase price was approximately $3.8 million with a holdback of approximately $0.6 million.

The acquisition of Delta is accounted for using the acquisition method of accounting, which requires the assets acquired and liabilities assumed to be recognized at their respective fair values on the acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The opening balance sheet is preliminary, and no measurement period adjustments have been recorded as of March 31, 2023. Future adjustments are not expected to have a material impact to the Consolidated Statements of Income.

Acquisition of Holplast, s.r.o.

On March 1, 2022, the Company acquired all issued and outstanding shares of Holplast, s.r.o (“Holplast”), an entity headquartered in Prostějov, Czech Republic, from its shareholder. Holplast specializes in injection molding and expands the Company’s operational capabilities in the region and strengthens the Company’s position in the global communications market. The purchase price was approximately $5.3 million with a holdback of $0.8 million, inclusive of cash and debt.

The acquisition of Holplast has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed to be recognized at their respective fair values on the acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. During the measurement period, opening balance sheet adjustments were made to finalize the fair value estimates based on the final valuations received, which are summarized in the table below. The final measurement period adjustments did not have a material impact to the Consolidated Statements of Income.

 

Preliminary Allocation

 

Measurement Period Adjustments

 

 

Final Allocation

Cash

$

907

$

$

907

Accounts receivable

452

452

Inventory

285

23

308

Prepaid expenses and other current assets

7

7

Property, plant and equipment and other assets

1,221

1,760

2,981

Accounts payable

(283

)

(13)

(296

)

Other current liabilities

(95

)

(95

)

Other noncurrent liabilities

(1,119

)

(333

)

(1,452

)

Total identifiable net assets

1,375

1,437

2,812

Goodwill

3,912

(1,437

)

2,475

Total consideration, inclusive of cash and debt

$

5,287

$

$

5,287

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Holplast. Other noncurrent liabilities assumed is mainly comprised of long-term debt totaling approximately $1.1 million at a rate of 3.21% with terms expiring between May 2023 and December 2030.

From the date of acquisition through March 31, 2022, the Company recognized Holplast sales of approximately $0.2 million. All measurement period adjustments were completed within a year from the acquisition date, and such adjustments did not have a material impact on the Company's results of operations and financial position.

Acquisition of Maxxweld Conectores Electricos Ltda.

On January 4, 2022, the Company acquired Maxxweld Conectores Electricos Ltda. ("Maxxweld"), a Brazilian entity headquartered in Curitiba, Brazil, from its shareholders. Maxxweld designs and manufactures substation connector systems and accessory hardware for high voltage AC systems. The acquisition of Maxxweld expands and strengthens the Company's operational and technical capabilities in the region while supporting its overall substation strategy. The purchase price was approximately $11.2 million, net of cash received, as of the closing date. The purchase price is subject to a holdback of approximately $1.8 million.

The acquisition of Maxxweld has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed to be recognized at their respective fair values on the acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. During the measurement period opening balance sheet adjustments were made to finalize the fair value

16


 

estimates based on the final valuations received, which are summarized in the table below. The final measurement period adjustments did not have a material impact to the Consolidated Statements of Income.

 

Preliminary Allocation

 

Measurement Period Adjustments

 

 

Final Allocation

Accounts receivable

$

2,080

$

52

$

2,132

Inventory

1,291

76

1,367

Prepaid expenses and other current assets

41

41

Equipment and other assets

725

725

Other intangible assets

4,359

4,359

Accounts payable

(599

)

(599

)

Other current liabilities

(322

)

(322

)

Other noncurrent liabilities

(1,560

)

(1

)

(1,561

)

Total identifiable net assets

6,015

127

6,142

Goodwill

5,195

(127

)

5,068

Total consideration, net of cash received

$

11,210

$

$

11,210

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Maxxweld. As a result of the acquisition, goodwill of $5.1 million recognized is not expected to be deductible for tax purposes. Other intangible assets of $4.4 million include customer relationships, tradenames and backlog. The fair values of the customer relationships, trademarks and backlog were $4.0 million, $0.2 million and $0.2 million, respectively. These fair values were determined using either the relief-from-royalty model or the multi-period excess earnings model, which are discounted cash flow models that rely on the Company's estimates. These estimates require judgment of future revenue growth rates, future margins, and the applicable weighted average cost of capital used to discount those estimated cash flows. The weighted average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. The estimated useful lives for customer relationships, trademarks and backlog were 15 years, 20 years, and 1 year, respectively. See Note 11 for additional information about goodwill and other intangible assets.

The Company's consolidated financial statements include Maxxweld sales of approximately $2.0 million from the date of acquisition through March 31, 2022 and is reported in The Americas segment. All measurement period adjustments were completed within a year from the acquisition date, and such adjustments did not have a material impact on the Company's results of operations and financial position.

Note 15 – Exit of Russian Operations

Due to the ongoing conflict in Ukraine and overt hostilities shown by Russia in the conflict, the Company decided to exit its Russian operations in March 2022, which was completed during the third quarter of 2022. The Russian operations did not have a material impact to the consolidated financial statements with net sales of $0.3 million for the twelve months ended December 31, 2022. As a result of the decision to exit operations, net charges of approximately $1.0 million were recorded for the twelve months ended December 31, 2022, mainly as a result of asset impairments and one-time termination benefits. These impacts were included in Cost of products sold, General and administrative expense, or Other income, net, as appropriate. In Note 13 Segment Information, these charges are recorded in the EMEA segment.

17


 

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

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

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 provide helical solutions, connectors, fiber optic and copper splice closures, solar hardware mounting applications, and electric vehicle charging station foundations. We also provide aerial drone inspection services for utility assets including transmission and distribution power lines, substations, and generation facilities. We are respected around the world for quality, dependability and market-leading customer service. Our goal is to continue to achieve profitable growth as a leader in the research, innovation, development, manufacturing, 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 sales and manufacturing operations in 20 different countries.

We report our segments in four geographic regions: PLP-USA (including corporate), The Americas (includes operations in North and South America, excluding PLP-USA), EMEA (Europe, Middle East & Africa) and Asia-Pacific, in accordance with accounting standards codified in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 280, “Segment Reporting”. Each segment distributes a full range of our primary products. Our PLP-USA segment is comprised of our U.S. operations manufacturing our traditional products primarily supporting our domestic energy, telecommunications, solar framing products and inspection services. Our other three segments, The Americas, EMEA and Asia-Pacific, support our energy, telecommunications, data communication, solar and other products in each respective geographical region.

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

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

PREFACE

The following discussion describes our results of operations for the three months ended March 31, 2023 and 2022. Our consolidated financial statements are prepared in conformity with United States ("U.S.") generally accepted accounting principles ("GAAP"). Our discussions of the financial results include non-GAAP measures (e.g., foreign currency impact) to provide additional information concerning our financial results and provide information that we believe is useful to the readers of our financial statements in the assessment of our performance and operating trends.

Overall customer demand remained strong, which is reflected in net sales of $181.8 million for the three months ended March 31, 2023, an increase of $43.6 million year-over-year. In the three months ended March 31, 2023, the inflationary headwinds we experienced related to raw materials, specifically plastic resins, aluminum and sand (grit), have partially subsided. Costs related to shipping and freight have similarly fallen from their 2022 peak. The decreases in these underlying costs along with the impacts of our previous price increases have benefited gross margins. For PLP-USA, our largest business segment, we saw a year-over-year benefit of approximately $3.0 million related to the reduction in these costs. Given the uncertainties in the macro-economic environment, we cannot determine if these trends will continue. If inflationary pressures increase again, it may require further price adjustments to maintain profit margin and any price increases may have a negative effect on demand.

Our consolidated financial statements are subject to fluctuations in the exchange rates of foreign currencies in relation to the U.S. dollar. PLPC’s foreign currency exchange losses were primarily related to translating into U.S. dollars its foreign currency denominated loans, trade receivables and royalty receivables from its foreign subsidiaries at the March 31, 2023 exchange rates. The fluctuations of foreign currencies during the three months ended March 31, 2023 had an unfavorable impact on net sales of $4.6 million and an unfavorable impact of $2.5 million during the three months ended March 31, 2022. The effect of currency translation had an unfavorable impact on net income of $0.2 million for the three months ended March 31, 2023 and 2022. On a reportable segment basis, the impact of foreign currency translation on net sales and net income for the three months ended March 31, 2023 and 2022, respectively, was as follows:

18


 

 

 

Foreign Currency Translation Impact

 

 

 

Net Sales

 

 

Net Income (Loss)

 

(Thousands of dollars)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

The Americas

 

$

(1,157

)

 

$

(136

)

 

$

(64

)

 

$

106

 

EMEA

 

 

(2,165

)

 

 

(1,668

)

 

 

(91

)

 

 

(363

)

Asia-Pacific

 

 

(1,273

)

 

 

(742

)

 

 

(62

)

 

 

57

 

Total

 

$

(4,595

)

 

$

(2,546

)

 

$

(217

)

 

$

(200

)

Loss on foreign currency translation on operating income for the three months ended March 31, 2023 was $0.3 million. Gain on foreign currency translation on operating income for the three months ended March 31, 2022 was $0.5 million. There were transaction losses of $0.4 million that were combined with gains on forward currency contracts of $0.1 million for the three months ended March 31, 2023 and $1.9 million of transaction gains combined with losses on forward currency contracts of $2.1 million for the three months ended March 31, 2022 as summarized in the following table:

 

 

Foreign Currency Translation Impact

 

 

 

Three Months Ended March 31,

 

(Thousands of dollars)

 

2023

 

 

2022

 

Operating income

 

$

28,981

 

 

$

9,451

 

Translation loss (gain)

 

 

281

 

 

 

(522

)

Transaction loss (gain)

 

 

431

 

 

 

(1,883

)

Net (gain) loss on forward currency contracts

 

 

(108

)

 

 

2,065

 

Operating income excluding currency impact

 

$

29,585

 

 

$

9,111

 

As shown in our strong financial results, we believe our business portfolio and our financial position are sound and strategically well-positioned. We remain focused on assessing our global market opportunities and overall manufacturing capacity in conjunction with the requirements of local manufacturing in the markets that we serve. The growth in PLP-USA net sales required additional investment within our PLP-USA facilities, both in the form of operational capacity as well as increased warehouse space. These investments in our U.S. operations will allow us to further enhance the service we provide to our U.S. customers in 2023. If necessary, we will modify redundant processes and further utilize our global manufacturing network to manage costs, increase sales volume and deliver value to our customers. We have continued to invest in the business to expand into new markets for the Company, evaluate strategic mergers and acquisitions, improve efficiency, develop new products and increase our capacity. Our liquidity remains strong, and we currently have a bank debt to equity percentage of 22.0%. We can borrow needed funds at a competitive interest rate under our credit facility.

RESULTS OF OPERATIONS

The following table sets forth a summary of the Company’s Statements of Consolidated Income and the percentage of net sales for the three months ended March 31, 2023 and 2022. The Company’s past operating results are not necessarily indicative of future operating results.

 

 

Three Months Ended March 31,

 

(Thousands of dollars)

 

2023

 

 

 

2022

 

 

 

Change

 

Net sales

 

$

181,824

 

 

100.0

 

%

 

$

138,223

 

 

100.0

 

%

 

$

43,601

 

Cost of products sold

 

 

115,541

 

 

63.5

 

 

 

 

96,272

 

 

69.6

 

 

 

 

19,269

 

GROSS PROFIT

 

 

66,283

 

 

36.5

 

 

 

 

41,951

 

 

30.4

 

 

 

 

24,332

 

Costs and expenses

 

 

37,302

 

 

20.5

 

 

 

 

32,500

 

 

23.5

 

 

 

 

4,802

 

OPERATING INCOME

 

 

28,981

 

 

15.9

 

 

 

 

9,451

 

 

6.8

 

 

 

 

19,530

 

Other (expense) income, net

 

 

(722

)

 

(0.4

)

 

 

 

4,690

 

 

3.4

 

 

 

 

(5,412

)

INCOME BEFORE INCOME TAXES

 

 

28,259

 

 

15.5

 

 

 

 

14,141

 

 

10.2

 

 

 

 

14,118

 

Income taxes

 

 

6,840

 

 

3.8

 

 

 

 

1,840

 

 

1.3

 

 

 

 

5,000

 

NET INCOME

 

 

21,419

 

 

11.8

 

 

 

 

12,301

 

 

8.9

 

 

 

 

9,118

 

Net income attributable to noncontrolling interests

 

 

(21

)

 

(0.0

)

 

 

 

(16

)

 

(0.0

)

 

 

 

(5

)

NET INCOME ATTRIBUTABLE TO PREFORMED LINE PRODUCTS COMPANY SHAREHOLDERS

 

$

21,398

 

 

11.8

 

%

 

$

12,285

 

 

8.9

 

%

 

$

9,113

 

 

19


 

Net sales. In 2023, net sales were $181.8 million, an increase of $43.6 million, or 32%, compared to 2022. Excluding the effect of currency translation, net sales increased 35% as summarized in the following table:

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

Change

 

 

 

 

 

(Thousands of dollars)

 

 

 

 

 

 

 

 

 

 

Due to

 

 

Excluding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency

 

 

Currency

 

 

%

 

 

 

 

2023

 

 

2022

 

 

Change

 

 

Translation

 

 

Translation

 

 

Change

 

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

97,177

 

 

$

75,924

 

 

$

21,253

 

 

$

 

 

$

21,253

 

 

 

28

 

%

The Americas

 

 

22,568

 

 

 

18,963

 

 

 

3,605

 

 

 

(1,157

)

 

 

4,762

 

 

 

25

 

 

EMEA

 

 

39,034

 

 

 

27,472

 

 

 

11,562

 

 

 

(2,165

)

 

 

13,727

 

 

 

50

 

 

Asia-Pacific

 

 

23,045

 

 

 

15,863

 

 

 

7,182

 

 

 

(1,273

)

 

 

8,455

 

 

 

53

 

 

Consolidated

 

$

181,824

 

 

$

138,222

 

 

$

43,602

 

 

$

(4,595

)

 

$

48,197

 

 

 

35

 

%

The increase in PLP-USA net sales of $21.3 million, or 28%, was primarily due to a volume increase in energy product and communication sales. International net sales for the three months ended March 31, 2023 were unfavorably affected by $4.6 million when local currencies were converted to U.S. dollars. The following discussion of changes in net sales excludes the effect of currency translation. The Americas net sales of $22.6 million increased $4.8 million, or 25%, primarily due to the contributions from the October 2022 acquisition of Delta as well as volume increases in communications sales. EMEA net sales of $39.0 million increased $13.7 million, or 50%, primarily due to volume increases in communication sales. Asia-Pacific net sales of $23.0 million increased $8.5 million, or 53%, primarily due to volume increases in energy products compared to 2022.

Gross profit. Gross profit of $66.3 million for 2023 increased $24.3 million, or 58%, compared to 2022. Excluding the effect of currency translation, gross profit increased $25.6 million, or 61%, as summarized in the following table:

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

Change

 

 

 

 

 

(Thousands of dollars)

 

 

 

 

 

 

 

 

 

 

Due to

 

 

Excluding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency

 

 

Currency

 

 

%

 

 

 

 

2023

 

 

2022

 

 

Change

 

 

Translation

 

 

Translation

 

 

Change

 

 

Gross profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

42,106

 

 

$

26,264

 

 

$

15,842

 

 

$

 

 

$

15,842

 

 

 

60

 

%

The Americas

 

 

7,987

 

 

 

5,365

 

 

 

2,622

 

 

 

(328

)

 

 

2,950

 

 

 

55

 

 

EMEA

 

 

9,247

 

 

 

6,374

 

 

 

2,873

 

 

 

(557

)

 

 

3,430

 

 

 

54

 

 

Asia-Pacific

 

 

6,943

 

 

 

3,948

 

 

 

2,995

 

 

 

(389

)

 

 

3,384

 

 

 

86

 

 

Consolidated

 

$

66,283

 

 

$

41,951

 

 

$

24,332

 

 

$

(1,274

)

 

$

25,606

 

 

 

61

 

%

PLP-USA gross profit of $42.1 million increased by $15.8 million, or 60%, compared to the same period in 2022, primarily due to the incremental margins from the increased sales volumes and tailwinds from operational efficiencies, price increases and lower commodity costs. International gross profit for the period ended March 31, 2023 was unfavorably impacted by $1.3 million when local currencies were translated to U.S. dollars. The following discussion of gross profit changes excludes the effects of currency translation. The Americas gross profit increased $3.0 million, or 55%, which was primarily the result of the incremental margin from the increased sales volumes, contributions from the October 2022 Delta acquisition as well as inventory write-offs that occurred in 2022 that did not recur. EMEA gross profit increased $3.4 million, or 54%, primarily due to the incremental margins from the increased sales volumes and the non-recurring charges recorded in 2022 related to the exit of our Russia operations. Asia-Pacific’s gross profit increased $3.4 million, or 86%, which was primarily driven by the incremental margins on the increased sales volume and cost containment measures.

Costs and expenses. Costs and expenses of $37.3 million for the three months ended March 31, 2023 increased $4.8 million, or 15%, when compared to 2022. Excluding the effect of currency translation, costs and expenses increased $5.8 million, or 18%, as summarized in the following table:

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

Change

 

 

 

 

 

(Thousands of dollars)

 

 

 

 

 

 

 

 

 

 

Due to

 

 

Excluding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency

 

 

Currency

 

 

%

 

 

 

 

2023

 

 

2022

 

 

Change

 

 

Translation

 

 

Translation

 

 

Change

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

19,906

 

 

$

15,750

 

 

$

4,156

 

 

$

 

 

$

4,156

 

 

 

26

 

%

The Americas

 

 

5,457

 

 

 

5,130

 

 

 

327

 

 

 

(281

)

 

 

608

 

 

 

12

 

 

EMEA

 

 

6,693

 

 

 

6,741

 

 

 

(48

)

 

 

(418

)

 

 

370

 

 

 

5

 

 

Asia-Pacific

 

 

5,246

 

 

 

4,879

 

 

 

367

 

 

 

(295

)

 

 

662

 

 

 

14

 

 

Consolidated

 

$

37,302

 

 

$

32,500

 

 

$

4,802

 

 

$

(994

)

 

$

5,796

 

 

 

18

 

%

 

20


 

PLP-USA costs and expenses of $19.9 million increased $4.2 million, or 26% year-over-year. PLP-USA’s increase was primarily attributable to increased sales, personnel and professional services costs. PLPC’s costs and expenses for the three months ended March 31, 2023 were favorably impacted by $1.0 million when local currencies were translated to U.S. dollars. The following discussion of costs and expenses excludes the effect of currency translation. The Americas costs and expenses of $5.5 million increased $0.6 million primarily due to increased sales and personnel costs. EMEA costs and expenses of $6.7 million increased by $0.4 million primarily due to increased professional services, travel and marketing-related costs, partially offset by Russia closure costs that did not recur. Asia-Pacific costs and expenses of $5.2 million increased $0.7 million primarily due to a one-time gain on the sale of capital assets recorded in March 2022 that did not recur.

Other (expense) income, net. Other expense, net of $0.7 million for the three months ended March 31, 2023 was unfavorable by $5.4 million when compared to Other income, net for the three months ended March 31, 2022 of $4.7 million. The unfavorable movement was due to a nonrecurring gain of $4.4 million that was recorded in March 2022 related to a settlement of a Company-owned life insurance policy, coupled with an increase in interest expense for the three months ended March 31, 2023.

Income taxes. Income taxes for the three months ended March 31, 2023 and 2022 were $6.8 million and $1.8 million based on pre-tax income of $28.3 million and $14.1 million, respectively. The tax rate for the three months ended March 31, 2023 and 2022 was 24% and 13%, respectively. The effective tax rate for the three months ended March 31, 2023 was higher than the effective tax rate for the same period in 2022 mainly due to higher levels of income earned in higher tax jurisdictions as well as a non-taxable benefit of $4.4 million related to the proceeds from the settlement of a Company-owned life insurance policy in 2022.

Net income. As a result of the preceding items, net income for the three months ended March 31, 2023 was $21.4 million, compared to $12.3 million for 2022. Excluding the effect of currency translation, net income increased $9.3 million as summarized in the following table. In all regions, the increase in net income was due to increases in operating income described above, partially offset by higher interest expense and higher tax expense:

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

Change

 

 

 

 

 

(Thousands of dollars)

 

 

 

 

 

 

 

 

 

 

Due to

 

 

Excluding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency

 

 

Currency

 

 

%

 

 

 

 

2023

 

 

2022

 

 

Change

 

 

Translation

 

 

Translation

 

 

Change

 

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLP-USA

 

$

16,796

 

 

$

13,239

 

 

$

3,557

 

 

$

 

 

$

3,557

 

 

 

27

 

%

The Americas

 

 

1,889

 

 

 

(71

)

 

 

1,960

 

 

 

(64

)

 

 

2,024

 

 

>100

 

 

EMEA

 

 

1,661

 

 

 

282

 

 

 

1,379

 

 

 

(91

)

 

 

1,470

 

 

>100

 

 

Asia-Pacific

 

 

1,052

 

 

 

(1,165

)

 

 

2,217

 

 

 

(62

)

 

 

2,279

 

 

>100

 

 

Consolidated

 

$

21,398

 

 

$

12,285

 

 

$

9,113

 

 

$

(217

)

 

$

9,330

 

 

 

76

 

%

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our critical accounting policies are consistent with the information set forth in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Form 10-K for the year ended December 31, 2022 filed on March 3, 2023 with the Securities and Exchange Commission and are, therefore, not presented herein.

WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES

Management Assessment of Liquidity

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

Our investments include expenditures required for equipment and facilities as well as expenditures in support of our strategic initiatives. During the first three months of 2023, we used cash of $8.4 million for capital expenditures and $14.1 million for a business acquisition. We ended the first three months of 2023 with $31.8 million of cash, cash equivalents and restricted cash (collectively, “Cash”). Our Cash is held in various locations throughout the world. At March 31, 2023, the majority of our Cash was held outside the U.S. We expect most accumulated non-U.S. Cash balances will remain outside of the U.S. and that we will meet U.S. liquidity needs through future operating cash flows, use of U.S. Cash balances, external borrowings, or some combination of these sources. We complete comprehensive reviews of our significant customers and their creditworthiness by analyzing financial statements for customers where we have identified a measure of increased risk. We closely monitor payments and developments which may signal possible customer credit issues. We currently have not identified any potential material impact on our liquidity from customer credit issues.

21


 

Total debt, including notes payable, at March 31, 2023 was $85.2 million. At March 31, 2023, our unused availability under our credit facility (the "Facility") was $42.5 million and our bank debt to equity percentage was 22.0%. On March 2, 2022, the Company amended the Facility to increase the capacity from $65.0 million to $90.0 million. As part of this amendment, the index used to determine the interest rate changed from LIBOR to the Bloomberg Short Term Bank Yield Index (“BSBY”). The interest rate is defined as BSBY plus 1.125% unless the Company’s funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 2.25 to 1, at which point the BSBY spread becomes 1.500%. The amendment also allows the Company to change its rate from BSBY to the Secured Overnight Financing Rate (“SOFR”) at the Company’s discretion. The amendment extended the maturity from June 30, 2024 to March 2, 2026. On August 31, 2022, the Company amended the Facility and elected to change its rate from BSBY to SOFR, and added its New Zealand subsidiary as a co-borrower, all other terms remain the same. The Facility contains, among other provisions, requirements for maintaining levels of net worth and profitability. At March 31, 2023, the Company was in compliance with these covenants.

Our Asia-Pacific segment had $0.2 million in restricted cash for both periods ended March 31, 2023 and December 31, 2022. The restricted cash was used to secure bank debt and is included in Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets.

On January 19, 2021, the Company received funding for a term loan from PNC Equipment Finance, LLC in the principal amount of $20.5 million to fund the purchase of a corporate aircraft. In September 2020, the Company made a deposit of $6.8 million toward the purchase of the aircraft which was subsequently refunded in January 2021 and the full amount of the $20.5 million purchase price was drawn on the loan. The aircraft replaces the Company’s previously owned aircraft, which was sold in December 2020. The proceeds of the sale were used to pay off the debt associated with the previously owned aircraft. The term of the new loan is 120 months at a fixed interest rate of 2.744%. The loan is payable in 119 equal monthly installments, which commenced on March 1, 2021 with a final payment of any outstanding principal and accrued interest due and payable on the final monthly payment date. Of the $16.1 million outstanding on this debt facility at March 31, 2023, $2.1 million was classified as current. The loan is secured by the aircraft.

We expect that our major source of funding for 2023 and beyond will be our operating cash flows, our existing Cash as well as our Facility agreement. Except for current earnings in certain jurisdictions, our operating income is deemed to be indefinitely reinvested in foreign jurisdictions. We currently do not intend nor foresee a need to repatriate these funds. We believe our future operating cash flows will be more than sufficient to cover debt repayments, other contractual obligations, capital expenditures and dividends for the next 12 months and thereafter for the foreseeable future. In addition, we believe our borrowing capacity provides substantial financial resources, if needed, to supplement funding of capital expenditures and/or acquisitions. We also believe that we can further expand our borrowing capacity, if necessary; however, we do not believe we would increase our debt to a level that would have a material adverse impact upon results of operations or financial condition.

Sources and Uses of Cash

Net cash provided by operating activities for the three months ended March 31, 2023 was $25.4 million compared to $5.2 million used in operating activities in the comparable prior year three-month period. The $30.6 million increase was primarily a result of increases in net income and larger payables balances, which outpaced increases in current assets, primarily accounts receivable, inventory and prepaid expenses.

Net cash used in investing activities for the three months ended March 31, 2023 was $22.3 million compared to $10.9 million in the comparable prior year three-month period. The $11.4 million change was primarily a result of decreases in proceeds from the settlement of a Company-owned life insurance policy and sale of property and equipment in 2022 that did not recur.

Net cash used in financing activities for the three months ended March 31, 2023 was $9.3 million compared to cash provided by financing activities of $15.1 million in the comparable prior year three-month period. The $24.4 million change was primarily the result of an increase in payments on long-term debt.

We have commitments under operating leases primarily for office and manufacturing space, transportation equipment, office and computer equipment and finance leases primarily for equipment. At March 31, 2023, we had $1.5 million of current operating lease liabilities and $7.1 million of noncurrent operating lease liabilities. Total liabilities related to finance lease obligations were less than $1 million at March 31, 2023.

As of March 31, 2023, the Company had total outstanding guarantees of $7.1 million. Additionally, certain domestic and foreign customers require the Company to issue letters of credit or performance bonds as a condition of placing an order. As of March 31, 2023, the Company had total outstanding letters of credit of $0.3 million.

The Company has borrowing facilities at certain of its foreign subsidiaries, which consist of overdraft lines, working capital credit lines, and facilities for the issuance of letters of credit and short-term borrowing needs. At March 31, 2023 and December 31, 2022, $21.5 million and $26.1 million was outstanding, of which $14.8 million and $19.1 million were classified as current, respectively. These facilities support commitments made in the ordinary course of business.

22


 

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

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

The overall demand for cable anchoring and control hardware for electrical transmission and distribution lines on a worldwide basis, which has a slow growth rate in mature markets such as the U.S., Canada, Australia and Western Europe and may grow slowly or experience prolonged delay in developing regions despite expanding power needs;
The potential impact of global economic conditions, including the impact of inflation and rising interest rates, on the Company’s ongoing profitability and future growth opportunities in the Company’s core markets in the U.S. and other foreign countries, which may experience continued or further instability due to political and economic conditions, social unrest, acts of war, military conflict (including the ongoing conflict between Russia and Ukraine), international hostilities or the perception that hostilities may be imminent, terrorism, changes in diplomatic and trade relationships and public health concerns (including viral outbreaks such as COVID-19);
The ability of the Company’s customers to raise funds needed to build the infrastructure projects their customers require;
Technological developments that affect longer-term trends for communication lines, such as wireless communication;
The decreasing demand for product supporting copper-based infrastructure due to the introduction of products using new technologies or adoption of new industry standards;
The Company’s success at continuing to develop proprietary technology and maintaining high quality products and customer service to meet or exceed new industry performance standards and individual customer expectations;
The Company’s success in strengthening and retaining relationships with the Company’s customers, growing sales at targeted accounts and expanding geographically;
The extent to which the Company is successful at expanding the Company’s product line or production facilities into new areas or implementing efficiency measures at existing facilities;
The effects of fluctuation in currency exchange rates upon the Company’s foreign subsidiaries’ operations and reported results from international operations, together with non-currency risks of investing in and conducting significant operations in foreign countries, including those relating to political, social, economic and regulatory factors;
The Company’s ability to identify, complete, obtain funding for and integrate acquisitions for profitable growth;
The potential impact of consolidation, deregulation and bankruptcy among the Company’s suppliers, competitors and customers and of any legal or regulatory claims;
The relative degree of competitive and customer price pressure on the Company’s products;
The cost, availability and quality of raw materials required for the manufacture of products and any tariffs that may be associated with the purchase of these products. The Company’s supply chain could continue to be disrupted by the COVID-19 pandemic which could have a material, adverse effect on the ability to secure raw materials and supplies;
Strikes, labor disruptions and other fluctuations in labor costs;

23


 

Changes in significant government regulations affecting environmental compliance or other litigation matters;
Security breaches or other disruptions to the Company’s information technology structure;
The telecommunication market’s continued deployment of Fiber-to-the-Premises;
The effects of the U.S. Inflation Reduction Act which could affect our U.S. federal corporate income tax rate and the tax credits we could receive from foreign income;
The impact of any failure to timely implement and maintain adequate financial, information technology and management processes and controls and procedures; and
Those factors described under the heading “Risk Factors” in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 which was filed on March 3, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Effective July 1, 2018, Argentina was designated as a highly inflationary economy as the projected three-year cumulative inflation rate exceeded 100%. As such, beginning July 1, 2018, the functional currency for the Company’s Argentina subsidiary became the U.S. dollar. Revenue from operations in Argentina represented less than 1% of total consolidated net sales for the three-month periods ended March 31, 2023 and 2022.

As of March 31, 2023, the Company had $0.6 million in assets related to foreign currency forward exchange contracts outstanding. The Company does not hold derivatives for trading purposes.

The Company’s primary currency rate exposures are related to foreign denominated debt, intercompany debt, foreign denominated receivables and payables and cash and short-term investments. A hypothetical 10% change in currency rates would have an impact on fair values on such instruments of $6.7 million and a $0.1 million impact on income before income taxes at March 31, 2023.

The Company is exposed to market risk, including changes in interest rates and foreign exchange rates since we conduct business in a variety of foreign currencies. The Company is subject to interest rate risk on its variable rate revolving credit facilities and term notes, which consisted of current and long-term borrowings of $85.2 million at March 31, 2023. A 100-basis point increase in the interest rate would have resulted in an increase in interest expense of approximately $0.9 million for the three months ended March 31, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s Principal Executive Officer and Principal Accounting Officer have concluded that the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, were effective as of March 31, 2023.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) of the Securities and Exchange Act of 1934, as amended, during the three-month period ended March 31, 2023 that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

 

24


 

PART II – OTHER INFORMATION

Information regarding the Company’s current legal proceedings is presented in Note 5 of the Notes to the Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

There were no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 3, 2023. In addition, the impact of COVID-19 and ongoing conflict between Russia and Ukraine could potentially exacerbate other risks discussed, any of which could have a material adverse effect on the Company. The situation continues to change, and additional impacts may arise that the Company is not aware of currently.

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

On July 28, 2021, the Board of Directors authorized a plan to repurchase up to an additional 191,163 of Preformed Line Products Company common shares, resulting in a total of 250,000 shares available for repurchase with no expiration date. The following table reflects repurchases for the three-month period ended March 31, 2023.

 

Period

 

Total
Number of
Shares
Purchased

 

 

Average
Price Paid
per Share

 

 

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs

 

 

Maximum Number
of Shares that may
yet be Purchased
under the Plans or
Programs

 

January

 

 

1,298

 

 

 

86.66

 

 

 

81,882

 

 

 

168,118

 

February

 

 

32,825

 

 

 

86.66

 

 

 

114,707

 

 

 

135,293

 

March

 

 

7,450

 

 

 

107.38

 

 

 

122,157

 

 

 

127,843

 

Total

 

 

41,573

 

 

 

 

 

 

 

 

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

25


 

Item 6. Exhibits and Financial Statement Schedules

 

Exhibit

Number

 

Exhibit

 

 

 

  31.1

 

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

 

 

 

  31.2

 

Certification of the Principal Accounting Officer, Andrew S. Klaus, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

 

 

 

  32.1

 

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

 

 

 

  32.2

 

Certification of the Principal Accounting Officer, Andrew S. Klaus, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished.

 

 

 

101.INS

 

Inline XBRL Instance Document.

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the inline XBRL document)

 

26


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

 

Preformed Line Products Company

 

 

 

May 4, 2023

 

/s/ Robert G. Ruhlman

 

 

Robert G. Ruhlman

 

 

Chairman, President and Chief Executive Officer

 

 

(principal executive officer)

 

 

 

May 4, 2023

 

/s/ Andrew S. Klaus

 

 

Andrew S. Klaus

 

 

Chief Financial Officer

 

 

(principal financial and accounting officer)

 

 

27