Preformed Line Products Company 10-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2006
Commission file number 0-31164
Preformed Line Products Company
(Exact Name of Registrant as Specified in Its Charter)
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Ohio
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34-0676895 |
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.) |
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660 Beta Drive |
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Mayfield Village, Ohio
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44143 |
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(Address of Principal Executive Office)
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(Zip Code) |
(440) 461-5200
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered |
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Common Shares, $2 par value per share
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NASDAQ |
Securities registered pursuant to Section 12(g) of the Act: (None)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
Yes o No þ
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange act.
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
The aggregate market value of voting and non-voting common shares held by non-affiliates of the
registrant as of June 30, 2006 was $102,142,433, based on the closing price of such common shares,
as reported on the NASDAQ National Market System. As of March 12, 2007, there were 5,358,437
common shares of the Company ($2 par value) outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement for the Annual Meeting of Shareholders to be held April
23, 2007 are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.
1
Explanatory Note
This Form 10-K/A amends our Annual Report on Form 10-K for the period ended December 31, 2006, as
filed with the Securities and Exchange Commission on March 15, 2007 (the Original Filing). We
have restated the accompanying consolidated financial statements to expand our previous two
reportable segments (Domestic and Foreign) to seven reportable segments (PLP-USA, SMP, Australia,
Brazil, South Africa, Canada and All Other). The following items have been amended as a result of
the restatement of our reportable segments:
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Part I Item 1. Business |
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Part I Item 2. Properties |
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Part II Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations |
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Part II Item 8. Financial Statements and Supplementary Data |
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Part II Item 9A. Controls and Procedures |
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Part IV Item 15. Exhibits and Financial Statement Schedules |
We have also updated our contractual obligations table and our critical accounting policies and
estimates for excess and obsolescence reserves contained in Managements Discussion and Analysis of
Financial Condition and Results of Operations and our Note E Leases and Note F Income Taxes
contained in our Notes To Consolidated Financial Statements in response to a Securities and
Exchange Commission (SEC) comment letter.
The restatement of our segment information and other changes contained in the Notes To Consolidated
Financial Statements have no effect on our financial position, results of operations and cash
flows.
Except as noted above, we have not modified or updated disclosures presented in the original annual
report on Form 10-K for the year ended December 31, 2006 except as required to reflect the effects
of the restatement of our reportable segments and our response to several SEC comments on this Form
10-K/A. Accordingly, this Form 10-K/A does not reflect events occurring after the filing of our
original Form 10-K filed on March 15, 2007. This Form 10-K/A should be read in conjunction with
our filings made with the Securities and Exchange Commission subsequent to the filing of the
original Form 10-K, including amendments to those filings.
2
Table of Contents
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Part I. |
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Item 1.
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Business
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5 |
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Item 1A.
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Risk Factors
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13 |
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Item 1B.
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Unresolved Staff Comments
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15 |
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Submission of Matters to a Vote of Security Holders
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Part II. |
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Item 5.
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Market for Registrants Common Stock and Related Shareholder Matters
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Item 6.
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Selected Financial Data
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Item 7.
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Managements Discussion and Analysis of Financial Condition and Results
of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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30 |
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Item 8.
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Financial Statements and Supplementary Data
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30 |
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
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54 |
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Item 9A.
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Controls and Procedures
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54 |
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Item 9B.
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Other Information
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Part III. |
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Item 10.
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Directors and Executive Officers of the Registrant
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management
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Item 13.
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Certain Relationships and Related Transactions
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Item 14.
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Principal Accounting Fees and Services
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Part IV. |
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Item 15.
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Exhibits and Financial Statements Schedules
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SIGNATURES |
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60 |
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Schedule II Valuation and Qualifying Accounts |
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3
Forward-Looking Statements
This Form 10-K/A and other documents we file with the Securities and Exchange Commission
contain forward-looking statements regarding the Companys and managements beliefs and
expectations. As a general matter, forward-looking statements are those focused upon future plans,
objectives or performance (as opposed to historical items) and include statements of anticipated
events or trends and expectations and beliefs relating to matters not historical in nature. Such
forward-looking statements are subject to uncertainties and factors relating to the Companys
operations and business environment, all of which are difficult to predict and many of which are
beyond the Companys control. Such uncertainties and factors could cause the Companys actual
results to differ materially from those matters expressed in or implied by such forward-looking
statements.
The following factors, among others, could affect the Companys future performance and cause
the Companys actual results to differ materially from those expressed or implied by
forward-looking statements made in this report:
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The overall demand for cable anchoring and control hardware for electrical transmission
and distribution lines on a worldwide basis, which has a slow growth rate in mature markets
such as the United States, Canada, and Western Europe; |
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Technological developments that affect longer-term trends for communication lines such
as wireless communication; |
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The Companys success at continuing to develop proprietary technology to meet or exceed
new industry performance standards and individual customer expectations; |
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The potential impact of consolidation, deregulation and bankruptcy among the Companys
suppliers, competitors and customers; |
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The rate of progress in continuing to reduce costs and in modifying the Companys cost
structure to maintain and enhance the Companys competitiveness; |
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The Companys success in strengthening and retaining relationships with the Companys
customers, growing sales at targeted accounts and expanding geographically; |
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The extent to which the Company is successful in expanding the Companys product line
into new areas; |
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The Companys ability to identify, complete and integrate acquisitions for profitable
growth; |
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The relative degree of competitive and customer price pressure on the Companys
products; |
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The cost, availability and quality of raw materials required for the manufacture of
products; |
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The effects of fluctuation in currency exchange rates upon the Companys reported
results from international operations, together with non-currency risks of investing in and
conducting significant operations in foreign countries, including those relating to
political, social, economic and regulatory factors; |
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Changes in significant government regulations affecting environmental compliances; |
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The Companys ability to compete in the domestic data communication market; |
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The effect on the Companys business resulting from economic uncertainty within Latin
American regions; |
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The telecommunication markets continued deployment of Fiber-to-the-Premises; |
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The Companys ability to increase sales or margins to recover the compliance costs of
being a publicly listed company; and |
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Those factors described under the heading Risk Factors on page 13. |
4
Part I
Item 1. Business
Background
Preformed Line Products Company and its subsidiaries (the Company) is an international
designer and manufacturer of products and systems employed in the construction and maintenance of
overhead and underground networks for the energy, telecommunication, cable operators, information
(data communication) and other similar industries. The Companys primary products support,
protect, connect, terminate and secure cables and wires. The Company also manufactures a line of
products serving the voice and data transmission markets. The Companys goal is to continue to
achieve profitable growth as a leader in the innovation, development, manufacture and marketing of
technically advanced products and services related to energy, communications and cable systems and
to take advantage of this leadership position to sell additional quality products in familiar
markets.
The Company serves a worldwide market through strategically located domestic and foreign
manufacturing facilities. Each of the Companys domestic and foreign manufacturing facilities have
obtained an International Standards Organization (ISO) 9001:2000 Certification for our Management
System. The ISO 9001:2000 certified management system is a globally recognized quality standard
for manufacturing and assists the Company in marketing its products throughout the world. The
Companys customers include public and private energy utilities and communication companies, cable
operators, financial institutions, governmental agencies, original equipment manufacturers,
contractors and subcontractors, distributors and value-added resellers. The Company is not
dependent on a single customer or a few customers. No single customer accounts for more than ten
percent of the Companys consolidated revenues.
The Companys products include:
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Formed Wire and Related Hardware Products |
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Protective Closures |
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Data Communication Interconnection Devices |
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Plastic Products |
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Other Products |
Formed Wire Products are used in the energy, communications, cable and non-utility industries
to support, protect, terminate and secure both power conductor and communication cables and to
control cable dynamics (e.g., vibration). These products are based on the principle of forming a
variety of stiff wire materials into a helical (spiral) shape. Advantages of using the Companys
helical formed wire products are that they are economical, dependable and easy to use. The Company
introduced formed wire products to the power industry almost 60 years ago and such products enjoy
an almost universal acceptance in the Companys markets. Formed wire and related hardware products
are approximately 54% of the Companys revenues in 2006, 49% in 2005, and 46% in 2004.
Protective Closures, including splice cases, are used to protect fixed line communication
networks, such as copper cable or fiber optic cable, from moisture, environmental hazards and other
potential contaminants. Protective closures are approximately 26% of the Companys revenues in
2006 and 29% in 2005 and 2004.
Data Communication Interconnection Devices are products used in high-speed data systems to
connect electronic equipment. Data communication interconnection devices are approximately 13% of
the Companys revenues in 2006, 15% in 2005 and 17% in 2004.
Plastic Products, including guy markers, tree guards, fiber optic cable markers and pedestal
markers are used in energy, communications, cable television and non-utility industries to identify
power conductors, communication cables and guy wires. Plastic products are approximately 2% of the
Companys revenues in 2006 and 2005, and 3% in 2004.
5
Other Products include hardware assemblies, pole line hardware, resale products, underground
connectors and urethane products. They are used by energy, communications, cable and non-utility
industries for various
applications and are defined as products that compliment the Companys core line offerings.
Other products are approximately 5% of the Companys revenues in 2006, 2005 and 2004.
Corporate History
The Company was incorporated in Ohio in 1947 to manufacture and sell helically shaped armor
rods, which are sets of stiff helically shaped wires applied on an electrical conductor at the
point where it is suspended or held. Thomas F. Peterson, the Companys founder, developed and
patented a unique method to manufacture and apply these armor rods to protect electrical conductors
on overhead power lines. Over a period of years Mr. Peterson and the Company developed, tested,
patented, manufactured and marketed a variety of helically shaped products for use by the
electrical and telephone industries. Although all of Mr. Petersons patents have now expired,
those patents served as the nucleus for licensing the Companys formed wire products abroad.
The success of the Companys formed wire products in the United States led to expansion
abroad. The first international license agreement was established in the mid-1950s in Canada. In
the late 1950s the Companys products were being sold through joint ventures and licensees in
Canada, England, Germany, Spain and Australia. Additionally, the Company began export operations
and promoted products into other selected offshore markets. The Company continued its expansion
program, bought out most of the original licensees, and, by the mid-1990s, had complete ownership
of operations in Australia, Brazil, Canada, Great Britain, South Africa and Spain and held a
minority interest in two joint ventures in Japan. The majority of the Companys international
subsidiaries operate as independent business units with the necessary infrastructure (i.e.
manufacturing, engineering, marketing and general management) to support local business activities.
Each is staffed with local personnel to ensure that the Company is well versed in local business
practices, cultural constraints, technical requirements and the intricacies of local client
relationships.
In 1968, the Company expanded into the underground telecommunications field by its acquisition
of the Smith Company located in California. The Smith Company had a patented line of buried
closures and pressurized splice cases. These closures and splice cases protect copper cable
openings from environmental damage and degradation. The Company continued to build on expertise
acquired through the acquisition of the Smith Company and in 1995 introduced the highly successful
COYOTEâ Closure line of products. Since 1995 eleven domestic and three foreign patents have
been granted to the Company on the COYOTE Closure. None of the COYOTE Closure patents have
expired. The earliest COYOTE Closure patent was filed in April 1995 and will not expire until
April 2015.
In 1993, the Company purchased the assets of Superior Modular Products Company. Located in
Asheville, North Carolina, Superior Modular Products is a technical leader in the development and
manufacture of high-speed interconnection devices for voice, data and video applications. This
acquisition was the catalyst to expand the Companys range of communication products to components
for structuring cabling systems used inside a customers premises.
Recognizing the need for a stronger presence in the fast growing Asian market, in 1996 the
Company formed a joint venture in China and, in 2000, became sole owner of this venture.
In 2000, the Company acquired Rack Technologies Pty. Ltd, headquartered in Sydney, Australia.
Rack Technologies is a specialist manufacturer of rack system enclosures for the communications,
electronics and securities industries. This acquisition complements and broadens the Companys
existing line of data communication products used inside a customers premises.
In 2002, the Company acquired the remaining 2.6% minority interest in its operations in
Mexico.
In 2003, the Company acquired the assets of Richardson Pacific Ltd located in Sydney,
Australia. This acquisition complements the existing product lines manufactured at Rack
Technologies for the data communication industry.
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In 2003, the Company sold its 24% interest in Toshin Denko Kabushiki Kaisha in Osaka, Japan.
The Companys investment in Toshin Denko dates back to 1961 when the joint venture company was
founded.
In 2004, the Company acquired the assets of Union Electric Manufacturing Co. Ltd, located in
Bangkok, Thailand.
In 2004, the Company sold its 49% interest in Japan PLP Co. Ltd., a joint venture in Japan.
The sale resulted in an after-tax gain of $1.7 million.
The Companys World headquarters is located at 660 Beta Drive, Mayfield Village, Ohio 44143.
Business
The demand for the Companys products comes primarily from new, maintenance and repair
construction for the energy, telecommunication and data communication industries. The Companys
customers use many of the Companys products, including formed wire products, to revitalize the
aging outside plant infrastructure. Many of the Companys products are used on a proactive basis
by the Companys customers to reduce and prevent lost revenue. A single malfunctioning line could
cause the loss of thousands of dollars per hour for a power or communication customer. A
malfunctioning fiber cable could also result in substantial revenue loss. Repair construction by
the Companys customers generally occurs in the case of emergencies or natural disasters, such as
hurricanes, tornadoes, earthquakes, floods or ice storms. Under these circumstances, the Company
provides 24-hour service to provide the repair products to customers as quickly as possible.
The Company has adapted the formed wire products helical technology for use in a wide variety
of fiber optic cable applications that have special requirements. The Companys formed wire
products are uniquely qualified for these applications due to the gentle gripping over a greater
length of the fiber cable. This is an advantage over traditional pole line hardware clamps that
compress the cable to the point of possible fatigue and optical signal deterioration.
The Companys protective closures and splice cases are used to protect cable from moisture,
environmental hazards and other potential contaminants. The Companys splice cases are easily
re-enterable closures that allow utility maintenance workers access to the cables located inside
the closure to repair or add communications services. Over the years, the Company has made many
significant improvements in the splice case that have greatly increased their versatility and
application in the market place. The Company also designs and markets custom splice cases to
satisfy specific customer requirements. This has allowed the Company to remain a strong partner
with several primary customers and has earned the Company the reputation as a responsive and
reliable supplier.
Fiber optic cable was first deployed in the outside plant environment in the early 1980s.
Through fiber optic technologies, a much greater amount of both voice and data communication can be
transmitted reliably. In addition, this technology solved the cable congestion problem that the
large count copper cable was causing in underground, buried and aerial applications. The Company
developed and adapted copper closures for use in the emerging fiber optic world. In the late
1980s, the Company developed a series of splice cases designed specifically for fiber application.
In the mid-1990s, the Company developed its plastic COYOTE Closure, and has since expanded the
product line to address emerging Fiber-to-the-Premise (FTTP) applications. The COYOTE Closure is
an example of the Company developing a new line of proprietary products to meet the changing needs
of its customers.
The Company also designs and manufactures data communication interconnect devices and
enclosures for data communication networks, offering a comprehensive line of copper and fiber optic
cross-connect systems. The product line enables reliable, high-speed transmission of data over
customers local area networks.
License Agreements
The Company receives royalties under twenty-three separate license agreements. The Company
does not believe that its business is materially dependent on any individual license agreement.
7
Markets
The Company markets its products to the energy, telecommunication, cable, data communication
and non-utility industries. While rapid changes in technology have blurred the distinctions
between telephone, cable, and data communication, the energy industry is clearly distinct. The
Companys role in the energy industry is to supply formed wire products and related hardware used
with the electrical conductors, cables and wires that transfer power from the generating facility
to the ultimate user of that power. Formed wire products are used to support, protect, terminate
and secure both power conductor and communication cables and to control cable dynamics.
Electric Utilities Transmission. The electric transmission grid is the interconnected
network of high voltage aluminum conductors used to transport large blocks of electric power from
generating facilities to distribution networks. Currently, there are three major power grids in
the United States: the Eastern Interconnect, the Western Interconnect and the Texas Interconnect.
Virtually all electrical energy utilities are connected with at least one other utility by one of
these major grids. The Company believes that the transmission grid has been neglected throughout
much of the United States for more than a decade. Additionally, because of deregulation, some
electric utilities have turned this responsibility over to Independent System Operators (ISOs), who
have also been slow to add transmission lines. With demand for power now exceeding supply in some
areas, the need for the movement of bulk power from the energy-rich states to the energy-deficient
areas means that new transmission lines will likely be built and many existing lines will likely be
refurbished. In addition, passage of The Energy Policy Act of 2005 has attracted new investment
into the industry through the requirements it establishes for enforceable reliability standards,
incentives for transmission grid improvements and reform of the transmission line construction
approval process. The Company believes that this will generate growth for the Companys products
in this market over at least the next several years. In addition, increased construction of
international transmission grids is occurring in many regions of the world. However, consolidation
in the markets that the Company services may also have an adverse impact on the Companys revenues.
Electric Utilities Distribution. The distribution market includes those utilities that
distribute power from a substation where voltage is reduced to levels appropriate for the consumer.
Unlike the transmission market, distribution is still handled primarily by local electric
utilities. These utilities are motivated to reduce cost in order to maintain and enhance their
profitability. The Company believes that its growth in the distribution market will be achieved
primarily as a result of incremental gains in market share driven by emphasizing the Companys
quality products and service over price. Internationally, particularly in the developing regions,
there is increasing political pressure to extend the availability of electricity to additional
populations. Through its global network of factories and sales offices, the Company is prepared to
take advantage of this new growth in construction.
Communication and Cable. Major developments, including growing competition between the cable
and communications industries and increasing overall demand for high-speed communication services,
have led to a changing regulatory and competitive environment in many markets throughout the world.
The deployment of new access networks and improvements to existing networks for advanced
applications continues to gain momentum.
Cable operators, local communication operators and power utilities are building, rebuilding or
upgrading signal delivery networks in developed countries. These networks are designed to deliver
video and voice transmissions and provide Internet connectivity to individual residences and
businesses. Operators deploy a variety of network technologies and architectures to carry
broadband and narrowband signals. These architectures are constructed of electronic hardware
connected via coaxial cables, copper wires or optical fibers. The Company manufactures closures
that these industries use to securely connect and protect these vital networks.
As critical components of the outdoor infrastructure, closures provide protection against
weather and vandalism and permit technicians who maintain and manage the system ready access to the
devices. Cable operators and local telephone network operators place great reliance on
manufacturers of protective closures because any material damage to the signal delivery networks is
likely to disrupt communication services. In addition to closures, the Company supplies the
communication and cable industry with its formed wire products to hold, support, protect and
terminate the copper wires and cables and the fiber optic cables used by that industry to transfer
voice, video or data signals.
8
The industry has developed new technological methods to increase the usage of copper-based
plant through high-speed digital subscriber lines (DSLs). The popularity of these services, the
regulatory environment and the increasingly fierce competition between communications and cable
operators has driven the recent move toward
building out the last mile in fiber networks. FTTP promises to be the next wave in broadband
innovation by carrying fiber optic technology into homes and businesses. The Company has been
actively developing products that address this market.
Data Communication. The data communication market is being driven by the continual demand for
increased bandwidth. Growing Internet Service Providers (ISPs), construction in Wide Area Networks
(WANs) and demand for data communication in the workplace are all key elements to the increased
demand for the connecting devices made by the Company. This market will increasingly be focused on
the systems that provide the highest speed and highest quality signal, such as fiber optic and
copper networks. The Companys connecting devices are sold to a number of categories of customers
including (i) original equipment manufacturers (OEMs), which incorporate the Companys connector
technology in their product offering, (ii) ISPs, (iii) large companies and organizations which have
their own local area network for data communication, and (iv) national and international
distributors of structured cabling systems and components for use in the above markets.
Non-Utility Industries. The Companys formed wire products can also be used in other
industries which require a method of securing or terminating cables, including the metal building,
tower and antenna industries, the arborist industry, and various applications within the marine
systems industry. Products other than formed wire products are also marketed to other industries.
For example, the Companys urethane capabilities allow it to market products to the light rail
industry. The Company continues to explore new and innovative uses of its manufacturing
capabilities; however, these markets remain a small portion of overall consolidated sales.
See Note J to the Notes To Consolidated Financial Statements for certain information relating
to the the Companys reportable segments.
Foreign Operations
Except for location, the foreign operations of the Company are essentially the same as its
domestic (PLP-USA) business. The Company manufactures similar types of products in its foreign
plants as are sold domestically, it sells to similar types of customers and faces similar types of
competition (and in some cases the same competitors). Sources of supply of raw materials are not
significantly different internationally. See Note J in the Notes To Consolidated Financial
Statements for information and financial data relating to the Companys foreign operations that
represent reportable segments.
While a number of the Companys foreign plants are in developed countries, the Company
believes it has strong market opportunities in developing countries where the need for the
transmission and distribution of electrical power is significant. The Company is now serving the
Far East market, other than China and Japan, primarily from Thailand. In addition, as the need
arises, the Company is prepared to establish new manufacturing facilities abroad. During 2003 a
25,000 square foot addition was completed at the manufacturing facility in China. In 2004, through
a small acquisition, a new manufacturing operation was established outside of Bangkok, Thailand.
In 2005, a 35,600 square foot addition was made to the Companys operation in Australia. During
2006, the Company moved its Thailand manufacturing operations from a leased facility to a 60,000
square foot company-owned facility in Bangkok, Thailand.
Sales and Marketing
Nationally and internationally, the Company markets its products through a direct sales force
and manufacturing representatives. The direct sales force is employed by the Company and works
with the manufacturers representatives, as well as, key direct accounts and distributors, who also
buy and resell the Companys products. The manufacturers representatives are independent
organizations that represent the Company as well as other complimentary product lines. These
organizations are paid a commission based on the sales amount.
9
Research and Development
The Company is committed to providing technical leadership through scientific research and
product development in order to continue to expand the Companys position as a supplier to the
communications and power industries. Research is conducted on a continuous basis using internal
experience in conjunction with outside professional expertise to develop state-of-the-art materials
for several of the Companys products. These products capitalize on cost-efficiency while offering
exacting mechanical performance that meets or exceeds industry standards. The Companys research
and development activities have resulted in numerous patents being issued to the Company (see
Patents and Trademarks below).
Early in its history the Company recognized the need to understand the performance of its
products and the needs of its customers. To that end, the Company developed its own Research and
Engineering Center in Cleveland, Ohio. Using the Research and Engineering Center, engineers and
technicians simulate a wide range of external conditions encountered by the Companys products to
ensure quality, durability and performance. The work performed in the Research and Engineering
Center includes advanced studies and experimentation with various forms of vibration. This work
has contributed significantly to the collective knowledge base of the industries the Company serves
and is the subject matter of many papers and seminars presented to these industries.
In 1979, the Company relocated and expanded its Research and Engineering Center as a
29,000-square-foot addition to its World Headquarters in Mayfield Village, Ohio. The Company
believes that this facility is one of the most sophisticated in the world in its specialized field.
The expanded Research and Engineering Center also has an advanced prototyping technology machine
on-site to develop models of new designs where intricate part details are studied prior to the
construction of expensive production tooling. Today, the Companys reputation for vibration
testing, tensile testing, fiber optic cable testing, environmental testing, field vibration
monitoring and third-party contract testing is a competitive advantage. In addition to testing,
the work done at the Companys Research and Development Center continues to fuel product
development efforts. For example, the Company estimates that approximately 24% of 2006 revenues
were attributed to products developed by the Company in the past five years. In addition, the
Companys position in the industry is further reinforced by its long-standing leadership role in
many key international technical organizations which are charged with the responsibility of
establishing industry wide specifications and performance criteria, including IEEE (Institute of
Electrical and Electronics Engineers), CIGRE (Counsiel Internationale des Grands Reseaux
Electriques a Haute Tension), and IEC (International Electromechanical Commission). Research and
development costs are expensed as incurred. Research and development costs for new products were
$3.2 million in 2006 and $2.6 million in 2005 and 2004.
Patents and Trademarks
The Company applies for patents in the United States and other countries, as appropriate, to
protect its significant patentable developments. As of December 31, 2006, the Company had in force
42 U.S. patents and 45 foreign patents in 10 countries and had pending seven U.S. patent
applications and 27 foreign applications. While such domestic and foreign patents expire from time
to time, the Company continues to apply for and obtain patent protection on a regular basis.
Patents held by the Company in the aggregate are of material importance in the operation of the
Companys business. The Company, however, does not believe that any single patent, or group of
related patents, is essential to the Companys business as a whole or to any of its businesses.
Additionally, the Company owns and uses a substantial body of proprietary information and numerous
trademarks. The Company relies on nondisclosure agreements to protect trade secrets and other
proprietary data and technology. As of December 31, 2006, the Company had obtained U.S.
registration on 32 trademarks and four trademark applications remained pending. Foreign
registrations amounted to 188 registrations in 32 countries, with 17 pending foreign registrations.
Since June 8, 1995, United States patents have been issued for terms of 20 years beginning
with the date of filing of the patent application. Prior to that time, a U.S. patent had a term of
17 years from the date of its issuance. Patents issued by foreign countries generally expire 20
years after filing. U.S. and foreign patents are not renewable after expiration of their initial
term. U.S. and foreign trademarks are generally perpetual, renewable in 10-year increments upon a
showing of continued use. To the knowledge of management, the Company has not been subject to any
significant allegation or charges of infringement of intellectual property rights by any
organization.
10
In the normal course of business, the Company occasionally makes and receives inquiries with
regard to possible patent and trademark infringement. The extent of such inquiries from third
parties has been limited
generally to verbal remarks to Company representatives. The Company believes that it is unlikely
that the outcome of these inquiries will have a material adverse effect on the Companys financial
position.
Competition
All of the markets that the Company serves are highly competitive. In each market the
principal methods of competition are price, performance, and service. The Company believes,
however, that several factors (described below) provide the Company with a competitive advantage.
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The Company has a strong and stable workforce. This consistent and continuous
knowledge base has afforded the Company the ability to provide superior service to the
Companys customers and representatives. |
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The Companys Research and Engineering Center in Mayfield Village, Ohio and
departments of subsidiary locations maintain a strong technical support function to
develop unique solutions to customer problems. |
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The Company is vertically integrated both in manufacturing and distribution and is
continually upgrading equipment and processes. |
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The Company is sensitive to the marketplace and provides an extra measure of service
in cases of emergency, storm damage and other rush situations. This high level of
customer service and customer responsiveness has become a hallmark of the Company. |
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The Companys 12 manufacturing locations ensure close support and proximity to
customers worldwide. |
Domestically, there are several competitors for formed wire products. Although it has other
competitors in many of the countries where it has plants, the Company has leveraged its expertise
and is very strong in the global market. The Company believes that it is the worlds largest
manufacturer of formed wire products for energy and communications markets. However, the Companys
formed wire products compete against other pole line hardware products manufactured by other
companies.
Minnesota Manufacturing and Mining Company (3M) is the primary domestic competitor of the
Company for pressurized copper closures. The Company believes that its market share exceeds 3Ms
market share. Based on its experience in the industry, the Company believes its market share
stands at 60%.
The fiber optic closure market is one of the most competitive product areas for the Company,
with the Company competing against, among others, Tyco International Ltd., 3M and Corning Cable
Systems. There are a number of primary competitors and several smaller niche competitors that
compete at all levels in the marketplace. The Company believes that it is one of four leading
suppliers of fiber optic closures.
The Companys data communication competitors range from assemblers of low cost, low quality
components, to well-established multinational corporations. The Companys competitive strength is
its technological leadership and manufacturing expertise. Additionally, the Company provides
product to its licensees and other companies on a privately branded basis. Patented technology
developed by the Company is currently licensed to many of its largest competitors. Low-cost Asian
competitors, however, keep pressure on prices and will continue to do so.
Sources and Availability of Raw Materials
The principal raw materials used by the Company are galvanized wire, stainless steel, aluminum
covered steel wire, aluminum re-draw rod, plastic resins, glass-filled plastic compounds, neoprene
rubbers and aluminum castings. The Company also uses certain other materials such as fasteners,
packaging materials and communications
11
cable. The Company believes that it has adequate sources of
supply for the raw materials used in its manufacturing
processes and it regularly attempts to develop and maintain sources of supply in order to extend
availability and encourage competitive pricing of these products.
Most plastic resins are purchased under contracts to stabilize costs and improve delivery
performance and are available from a number of reliable suppliers. Wire and re-draw rod are
purchased in standard stock diameters and coils under contracts available from a number of reliable
suppliers. Contracts have firm prices except for fluctuations of base metals and petroleum prices,
which result in surcharges when global demand is greater than the available supply.
The Company also relies on certain other manufacturers to supply products that complement the
Companys product lines, such as aluminum and ferrous castings, fiber optic cable and connectors,
circuit boards and various metal racks and cabinets. The Company believes there are multiple
sources of supply for these products.
Due to increasing worldwide demand for carbon steel, stainless steel and aluminum, costs of
raw materials have risen significantly during 2006. The Company anticipates further increases in
2007 as the economy continues to expand. Prices for stainless steel and aluminum have increased to
five-year highs and increased costs have been passed along in the supply chain. Worldwide demand
in these commodities continues to exceed supply and price pressure will continue as the demand
outpaces the supply.
Backlog Orders
The Companys backlog was approximately $23.4 million at the end of 2006. The Companys order
backlog generally represents four to six weeks of sales. All customer orders entered are firm at
the time of entry. Substantially all orders are shipped within a two to four week period unless
the customer requests an alternative date.
Seasonality
The Company markets products that are used by utility maintenance and construction crews
worldwide. The products are marketed through distributors and directly to end users, who maintain
stock to ensure adequate supply for their customers or construction crews. As a result, the
Company does not have a wide variation in sales from quarter to quarter.
Environmental
The Company is subject to extensive and changing federal, state, and local environmental laws,
including laws and regulations that (i) relate to air and water quality, (ii) impose limitations on
the discharge of pollutants into the environment, (iii) establish standards for the treatment,
storage and disposal of toxic and hazardous waste, and (iv) require proper storage, handling,
packaging, labeling, and transporting of products and components classified as hazardous materials.
Stringent fines and penalties may be imposed for noncompliance with these environmental laws. In
addition, environmental laws could impose liability for costs associated with investigating and
remediating contamination at the Companys facilities or at third-party facilities at which the
Company has arranged for the disposal treatment of hazardous materials.
Although no assurances can be given, the Company believes it is in compliance in all material
respects, with all applicable environmental laws and the Company is not aware of any noncompliance
or obligation to investigate or remediate contamination that could reasonably be expected to result
in a material liability. The Company does not expect to make any material capital expenditure
during 2007 for environmental control facilities. The environmental laws continue to be amended
and revised to impose stricter obligations, and compliance with future additional environmental
requirements could necessitate capital outlays. However, the Company does not believe that these
expenditures should ultimately result in a material adverse effect on its financial position or
results of operations. The Company cannot predict the precise effect such future requirements, if
enacted, would have on the Company. The Company believes that such regulations would be enacted
over time and would affect the industry as a whole.
12
Employees
At December 31, 2006, the Company and its consolidated subsidiaries had 1,528 employees.
Approximately 43% of the Companys employees are located in the United States.
Available Information
The Company maintains an Internet site at http://www.preformed.com, on which, the Company
makes available, free of charge, the annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable
after the Company electronically files such material with, or furnishes it to, the SEC. The
Companys SEC reports can be accessed through the investor relations section of its Internet site.
The information found on the Companys Internet site is not part of this or any other report that
is filed or furnished to the SEC.
The public may read and copy any materials the Company files with or furnishes to the SEC at
the SECs Public Reference Room at 450 Fifth Street, NW., Washington, DC 20549. Information on the
operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains an Internet site that contains reports, proxy and information
statements, and other information filed with the SEC by electronic filers. The SECs Internet site
is http://www.sec.gov. The Company also has a link from its Internet site to the SECs Internet
site, this link can be found on the investor relations page of the Companys Internet site.
Item 1A. Risk Factors
Due to the Companys dependency on the energy, telecommunication and data communication industries,
the Company is susceptible to negative trends relating to those industries that could adversely
affect the Companys operating results.
The Companys sales to the energy, telecommunication and data communication industries
represent a substantial portion of the Companys historical sales. The concentration of revenue in
such industries is expected to continue into the foreseeable future. Demand for products to these
industries depends primarily on capital spending by customers for constructing, rebuilding,
maintaining or upgrading their systems. The amount of capital spending and, therefore, the
Companys sales and profitability are affected by a variety of factors, including general economic
conditions, access by customers to financing, government regulation, demand for energy and cable
services, and technological factors. As a result, some customers may not continue as going
concerns, which could have a material adverse effect on the Companys business, operating results
and financial condition. Consolidation and deregulation present the additional risk to the Company
that combined or deregulated customers will rely on relationships with a source other than the
Company. Consolidation and deregulation may also increase the pressure on suppliers, such as the
Company, to sell product at lower prices.
The Companys business will suffer if the Company fails to develop and successfully introduce new
and enhanced products that meet the changing needs of the Companys customers.
The Companys ability to anticipate changes in technology and industry standards and to
successfully develop and introduce new products on a timely basis will be a significant factor in
the Companys ability to grow and remain competitive. New product development often requires
long-term forecasting of market trends, development and implementation of new designs and processes
and a substantial capital commitment. The trend toward consolidation of the energy,
telecommunication and data communication industries may require the Company to quickly adapt to
rapidly changing market conditions and customer requirements. Any failure by the Company to
anticipate or respond in a cost-effective and timely manner to technological developments or
changes in industry standards or customer requirements, or any significant delays in product
development or introduction or any failure of new products to be widely accepted by the Companys
customers, could have a material adverse effect on the Companys business, operating results and
financial condition as a result of reduced net sales.
13
The intense competition in the Companys markets, particularly telecommunication and data
communication markets, may lead to a reduction in sales and profits.
The markets in which the Company operates are highly competitive. The level of intensity of
competition may increase in the foreseeable future due to anticipated growth in the
telecommunication and data communication industries. The Companys competitors in the
telecommunication and data communication markets are larger companies with significant influence
over the distribution network. The product lines within the data communication market have thin
profit margins. Success in these product lines depends upon the Companys ability to increase
volume and reduce the cost structure. There can be no assurance that the Company will be able to
compete successfully against its competitors, many of which may have access to greater financial
resources than the Company. In addition, the pace of technological development in the
telecommunication and data communication markets is rapid and the Company cannot assure that these
advances (i.e., wireless, fiber optic network infrastructure, etc.) will not adversely affect the
Companys ability to compete in this market.
The introduction of products embodying new technologies or the emergence of new industry standards
can render existing products or products under development obsolete or unmarketable.
The energy, telecommunication and data communication industries are characterized by rapid
technological change. Satellite, wireless and other communication technologies currently being
deployed may represent a threat to copper, coaxial and fiber optic-based systems by reducing the
need for wire-line networks. There can be no assurance that future advances or further development
of these or other new technologies will not have a material adverse effect on the Companys
business, operating results and financial condition as a result of lost sales.
Price increases of raw materials could result in lower earnings.
The Companys cost of sales may be materially adversely affected by increases in the market
prices of the raw materials used in the Companys manufacturing processes. There can be no
assurance that price increases in raw materials can be passed onto the Companys customers through
increases in product prices. As a result, the Companys operating results could be adversely
affected.
The Companys international operations subject the Company to additional business risks.
International sales account for a substantial portion of the Companys net sales (49%, 44% and
42% in 2006, 2005 and 2004, respectively) and the Company expects these sales will increase as a
percentage of net sales in the future. Due to its international sales, the Company is subject to
the risks of conducting business internationally, including unexpected changes in, or impositions
of, legislative or regulatory requirements, fluctuations in the U.S. dollar which could materially
adversely affect U.S. dollar revenues or operating expenses, tariffs and other barriers and
restrictions, potentially longer payment cycles, greater difficulty in accounts receivable
collection, reduced or limited protection of intellectual property rights, potentially adverse
taxes and the burdens of complying with a variety of international laws and communications
standards. The Company is also subject to general geopolitical risks, such as political and
economic instability and changes in diplomatic and trade relationships, in connection with its
international operations. There can be no assurance that these risks of conducting business
internationally will not have a material adverse effect on the Companys business, operating
results and financial condition.
The Company may not be able to successfully integrate businesses that it may acquire in the future.
A portion of the Companys growth in sales and earnings has been generated from acquisitions.
The Company expects to continue a strategy of identifying and acquiring businesses with
complementary products. In connection with this strategy, the Company faces certain risks and
uncertainties relating to acquisitions. The factors affecting this exposure are in addition to the
risks faced in the Companys day-to-day operations. Acquisitions involve a number of special
risks, including the risks pertaining to integrating acquired businesses. In addition, the Company
may incur debt to finance future acquisitions, and the Company may issue securities in connection
with future acquisitions that may dilute the holdings of current and future shareholders. Covenant
restrictions relating to additional indebtedness could restrict the Companys ability to pay
dividends, fund capital expenditures, consummate additional acquisitions and significantly increase
the Companys interest expense. Any failure to
14
successfully complete acquisitions or to
successfully integrate such strategic acquisitions could have a material adverse effect on the
Companys business, operating results and financial condition.
Item 1B. Unresolved Staff Comments
The Company does not have any unresolved staff comments as of December 31, 2006.
Item 2. Properties
The Company currently owns or leases 17 facilities, which together contain approximately 1.5
million square feet of manufacturing, warehouse, research and development, sales and office space
worldwide. Most of the Companys international facilities contain space for offices, research and
engineering (R&E), warehousing and manufacturing with manufacturing using a majority of the space.
The following table provides information regarding the Companys principal facilities:
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Reportable |
Location |
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Use |
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Owned/Leased |
|
Square Feet |
|
Segment |
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1. Mayfield Village, Ohio
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Corporate Headquarters
Research and
Engineering (R&E)
Center
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Owned
|
|
|
62,000 |
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PLP-USA |
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2. Rogers, Arkansas
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Manufacturing
Warehouse
Office
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Owned
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310,000 |
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PLP-USA |
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3. Albemarle, North Carolina
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Manufacturing
Warehouse
Office
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Owned
|
|
|
261,000 |
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PLP-USA |
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4. Asheville, North Carolina
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Manufacturing
R&E
Warehouse
Office
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Owned
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64,100 |
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SMP |
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5. Sydney, Australia
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Manufacturing
R&E
Warehouse
Office
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Owned
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123,000 |
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Australia |
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6. São Paulo, Brazil
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Manufacturing
R&E
Warehouse
Office
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Owned
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148,500 |
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Brazil |
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7. Cambridge, Ontario, Canada
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Manufacturing
Warehouse
Office
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Owned
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73,300 |
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Canada |
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8. Andover, Hampshire, England
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Manufacturing
R&E
Warehouse
Office
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Building Owned;
Land Leased
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89,400 |
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All Other |
15
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Reportable |
Location |
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Use |
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Owned/Leased |
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Square Feet |
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Segment |
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9. Queretaro, Mexico
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Manufacturing
Warehouse
Office
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Owned
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52,900 |
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All Other |
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10. Beijing, China
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Manufacturing
Warehouse
Office
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Building Owned;
Land Leased
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61,000 |
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All Other |
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11. Pietermaritzburg, South
Africa
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Manufacturing
R&E
Warehouse
Office
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Owned
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73,100 |
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South Africa |
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12. Sevilla, Spain
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Manufacturing
R&E
Warehouse
Office
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Owned
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63,300 |
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All Other |
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13. Bangkok, Thailand
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Manufacturing
Warehouse
Office
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Owned
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60,400 |
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All Other |
Item 3. Legal Proceedings
From time to time, the Company may be subject to litigation incidental to its business. The
Company is not a party to any pending legal proceedings that the Company believes would,
individually or in the aggregate, have a material adverse effect on its financial condition,
results of operations or cash flows.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of the security holders of the Registrant during the quarter
ended December 31, 2006.
Executive Officers of the Registrant
Each executive officer is elected by the Board of Directors, serves at its pleasure and holds
office until a successor is appointed, or until the earliest of death, resignation or removal.
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Name |
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Age |
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Position |
Robert G. Ruhlman
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50 |
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Chairman, President and Chief Executive Officer |
Eric R. Graef
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54 |
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Vice President Finance and Treasurer |
William H. Haag
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43 |
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Vice President International Operations |
J. Cecil Curlee Jr.
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50 |
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Vice President Human Resources |
Dennis F. McKenna
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40 |
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Vice President Marketing and Business Development |
Michael A. Fout
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48 |
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Vice President Manufacturing |
David C. Sunkle
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48 |
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Vice President Research and Engineerng |
Caroline A. Saylor
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40 |
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General Counsel and Corporate Secretary |
The following sets forth the name and recent business experience for each person who is an
executive officer of the Company at March 1, 2007.
Robert G. Ruhlman was elected Chairman in July 2004. Mr. Ruhlman has served as Chief
Executive Officer since July 2000 and as President since 1995 (positions he continues to hold). He
had served as Chief
16
Operating Officer from 1995 until July 2000. Mr. Ruhlman is the brother of
Randall M. Ruhlman and son of Barbara P. Ruhlman, both Directors of the Company.
Eric
R. Graef was elected Vice President Finance and Treasurer in December 1999.
William
H. Haag was elected Vice President International Operations in April 1999.
J. Cecil Curlee Jr. was hired in 1982 in the position of Personnel Manager at the Albemarle,
North Carolina facility. He was promoted to Director of Employee Relations in September 2002 and
was elected Vice President Human Resources in January 2003.
Dennis
F. McKenna was elected Vice President Marketing and Business Development in April
2004. Mr. McKenna joined the Company in 1993 as a sales engineer and has served in various
international and domestic product management, operations, and general management roles within the
Company.
Michael
A. Fout was elected Vice President Manufacturing in April 2005. Mr. Fout joined the
Company in 2000 as Manager Manufacturing Engineering and has led the Companys Lean Manufacturing
initiatives since that time.
David C. Sunkle was elected Vice President-Research and Engineering in January 2007. Mr.
Sunkle joined the Company in 1978. He has served a variety of positions in Research and
Engineering until 2002 when he became Director of International Operations. In 2006, Mr. Sunkle
rejoined Research and Engineering as the Director of Engineering.
Caroline A. Saylor was elected General Counsel and Corporate Secretary in January 2007. Ms.
Saylor joined the Company in 2005 as General Counsel and has led the Companys legal affairs since
that time. Prior to that time, Ms. Saylor worked as an attorney for The Timken Company from 2003
to 2005, and in the litigation department of Calfee, Halter and Griswold from 2000 to 2003.
Part II
Item 5. Market for Registrants Common Shares and Related Shareholder Matters
The Companys Common Shares are traded on NASDAQ under the trading symbol PLPC. As of March
12, 2007, the Company had approximately 1,205 shareholders of record. The following table sets
forth for the periods indicated (i) the high and low closing sale prices per share of the
Companys Common Shares as reported by the NASDAQ and (ii) the amount per share of cash dividends
paid by the Company.
While the Company expects to continue to pay dividends of a comparable amount in the near
term, the declaration and payment of future dividends will be made at the discretion of the
Companys Board of Directors in light of then current needs of the Company. Therefore, there can
be no assurance that the Company will continue to make such dividend payments in the future.
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Year ended December 31 |
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2006 |
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2005 |
Quarter |
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High |
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Low |
|
Dividend |
|
High |
|
Low |
|
Dividend |
|
First |
|
$ |
45.58 |
|
|
$ |
31.74 |
|
|
$ |
0.20 |
|
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$ |
34.35 |
|
|
$ |
28.85 |
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$ |
0.20 |
|
Second |
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|
37.90 |
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|
30.75 |
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|
0.20 |
|
|
|
41.88 |
|
|
|
30.00 |
|
|
|
0.20 |
|
Third |
|
|
39.70 |
|
|
|
34.43 |
|
|
|
0.20 |
|
|
|
47.97 |
|
|
|
38.63 |
|
|
|
0.20 |
|
Fourth |
|
|
36.97 |
|
|
|
30.93 |
|
|
|
0.20 |
|
|
|
47.24 |
|
|
|
37.40 |
|
|
|
0.20 |
|
Equity Compensation Plan Information
The information required by Item 201(d) of Regulation S-K is set forth in Note G to the Notes
to Consolidated Financial Statements.
17
Performance Graph
Set forth below is a line graph comparing the cumulative total return of a hypothetical
investment in the Companys Common Shares with the cumulative total return of hypothetical
investments in the NASDAQ Market Index and the Hemscott Industry Group 627 (Industrial Electrical
Equipment) Index based on the respective market price of each investment at December 31, 2001,
December 31, 2002, December 31, 2003, December 31, 2004, December 31, 2005, and December 31, 2006,
assuming in each case an initial investment of $100 on December 31, 2001, and reinvestment of
dividends.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG PREFORMED LINE PRODUCTS CO.,
NASDAQ MARKET INDEX AND HEMSCOTT GROUP INDEX
ASSUMES $100 INVESTED ON JAN. 01, 2002
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPANY / INDEX / MARKET |
|
12/31/2001 |
|
12/31/2002 |
|
12/31/2003 |
|
12/31/2004 |
|
12/31/2005 |
|
12/31/2006 |
PREFORMED LINE PRODUCTS CO |
|
|
100.00 |
|
|
|
91.64 |
|
|
|
178.28 |
|
|
|
178.38 |
|
|
|
260.36 |
|
|
|
219.59 |
|
HEMSCOTT GROUP INDEX |
|
|
100.00 |
|
|
|
73.62 |
|
|
|
102.98 |
|
|
|
114.32 |
|
|
|
137.59 |
|
|
|
184.15 |
|
NASDAQ MARKET INDEX |
|
|
100.00 |
|
|
|
69.75 |
|
|
|
104.88 |
|
|
|
113.70 |
|
|
|
116.19 |
|
|
|
128.12 |
|
18
Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
Total Number of Shares |
|
Maximum Number of |
|
|
Number of |
|
Average |
|
Purchased as Part of |
|
Shares that may yet be |
|
|
Shares |
|
Price Paid |
|
Publicly Announced Plans |
|
Purchased under the |
Period (2006) |
|
Purchased |
|
per Share |
|
or Programs |
|
Plans or Programs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October |
|
|
|
|
|
|
|
|
|
|
51,646 |
|
|
|
48,354 |
|
November |
|
|
|
|
|
|
|
|
|
|
51,646 |
|
|
|
48,354 |
|
December |
|
|
|
|
|
|
|
|
|
|
51,646 |
|
|
|
48,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On December 16, 2004, the Company announced the Board of Directors authorized a plan to
repurchase up to 100,000 of Preformed Line Products common shares. The repurchase plan does not
have an expiration date. During the fourth quarter of 2006, the Company did not repurchase any of
its common shares under this plan. The remaining shares that may be purchased under this plan were
48,354 during the fourth quarter of 2006. On February 15, 2007, the Board of Directors authorized
a plan to repurchase up to 200,000 shares of Preformed Line Products Company Common Shares,
superseding any previously authorized plan, including the December 2004 plan that is the subject of
the table above.
Item 6. Selected Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
|
(Thousands of dollars, except per share data) |
Net Sales and Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
216,937 |
|
|
$ |
205,804 |
|
|
$ |
183,112 |
|
|
$ |
153,333 |
|
|
$ |
169,842 |
|
Operating income (loss) |
|
|
16,717 |
|
|
|
17,891 |
|
|
|
15,827 |
|
|
|
5,484 |
|
|
|
(426 |
) |
Income (loss) before income taxes and
equity in net income of joint ventures |
|
|
17,576 |
|
|
|
18,506 |
|
|
|
15,949 |
|
|
|
5,254 |
|
|
|
(1,026 |
) |
Net income (loss) |
|
|
12,060 |
|
|
|
11,986 |
|
|
|
13,037 |
|
|
|
4,383 |
|
|
|
(1,140 |
) |
Per Share Amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) basic |
|
$ |
2.15 |
|
|
$ |
2.09 |
|
|
$ |
2.27 |
|
|
$ |
0.76 |
|
|
$ |
(0.20 |
) |
Net income (loss) diluted |
|
|
2.13 |
|
|
|
2.07 |
|
|
|
2.25 |
|
|
|
0.76 |
|
|
|
(0.20 |
) |
Dividends declared |
|
|
0.80 |
|
|
|
0.80 |
|
|
|
0.80 |
|
|
|
0.80 |
|
|
|
0.80 |
|
Shareholders equity |
|
|
24.43 |
|
|
|
23.29 |
|
|
|
22.49 |
|
|
|
20.76 |
|
|
|
19.76 |
|
Other Financial Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
$ |
105,536 |
|
|
$ |
110,393 |
|
|
$ |
101,603 |
|
|
$ |
88,979 |
|
|
$ |
78,522 |
|
Total assets |
|
|
170,963 |
|
|
|
168,547 |
|
|
|
158,808 |
|
|
|
148,970 |
|
|
|
144,784 |
|
Current liabilities |
|
|
33,405 |
|
|
|
34,725 |
|
|
|
27,922 |
|
|
|
25,628 |
|
|
|
23,954 |
|
Long-term debt, less current portion |
|
|
2,204 |
|
|
|
122 |
|
|
|
2,362 |
|
|
|
2,515 |
|
|
|
5,847 |
|
Shareholders equity |
|
|
130,933 |
|
|
|
133,543 |
|
|
|
128,337 |
|
|
|
120,730 |
|
|
|
114,096 |
|
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Consolidated
Financial Statements and related Notes To Consolidated Financial Statements included in Item 8 in
this report and gives effect to the restatement of reportable segments discussed in Note J
contained in the Notes To Consolidated Financial Statements. The reportable segments are
PLP-USA, SMP, Australia, Brazil, South Africa, Canada, and All Other. Our PLP-USA segment is
comprised of our U.S. operations primarily supporting our domestic energy and telecommunications
products and was previously part of our domestic segment. The SMP segment is comprised of our U.S.
operations supporting our data communication products and was previously part of our domestic
segment. The Australia segment is comprised of our operations in Australia supporting energy and
telecommunications products and was previously part of our foreign segment. Our Brazil, South
Africa and Canada segments are comprised of the manufacturing and sales operations from those
locations which meet at least one of the criteria of a reportable segment and were previously part
of our foreign segment. Our remaining foreign operations, including our operation in Australia
producing and selling data communication products, that were previously part of our
19
foreign segment
are included in All Other as none of these operations meet the criteria for a reportable segment
and individually represent less that 10% of our combined net sales, profit or loss, and
consolidated assets.
Market Overview
Domestically our business continues to be concentrated in the communications and energy
markets. During 2006, industry consolidation continued as distributors and service provider
consolidations took place in all of our major markets.
In our communications markets, which consist of telecommunications, cable television (CATV)
and data communication, telecommunication companies continued to curtail their investment in the
construction and maintenance of copper networks while diverting some of these resources into
Fiber-to-the-Premise (FTTP) projects. Purchasing patterns for FTTP material stabilized in 2006 as
service providers worked off the inventory built up during 2005. Sales of products for the CATV
markets were negatively impacted as service providers continued to delay investment in
infrastructure improvements. Sales into the data communications market were flat. As a result,
our sales to the overall communications market decreased in 2006. We anticipate growth in the
level of activity related to fiber network build-outs in 2007 and renewed investment in the CATV
market. We expect data communications sales to remain flat and investment in the copper network
will continue to decline.
In 2006, we experienced growth in our domestic energy markets. We believe the investment in
new transmission and distribution grids, new technologies, and upgrading and maintenance of the
existing energy infrastructure will continue to increase over the next five years. We continue to
introduce new transmission and distribution products to satisfy this anticipated growth.
Our foreign business is more concentrated in the energy markets. Historically, our foreign
sales were primarily to the distribution portion of the energy market. In 2006, we continued to
increase our energy distribution sales while also experiencing significant sales growth in the
energy transmission market. We expect that growth in the energy markets will continue for the
foreseeable future not only as new construction projects are added in developing markets but, as in
the domestic markets, there is a need to rebuild and refurbish much of the foreign energy
transmission and distribution infrastructure. We believe that we are positioned to supply the
needs of the worlds diverse energy market requirements as a result of our strategically located
operations and array of product designs and technologies.
Preface
Sales increased 5% in 2006 on the strength of our foreign operations. The impact of rising
material costs partially softened the full impact of the sales increase resulting in only a 4%
increase in gross profit. Costs and expenses increased 7% with the result being a decrease in
operating income of $1.2 million from 2005. However, a more favorable effective tax rate in 2006
resulted in a small increase in net income.
2006 Results of Operations compared to 2005
In 2006, net sales were $216.9 million, an increase of $11.1 million, or 5%, from 2005 as
summarized in the following table:
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
due to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency |
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
conversion |
|
|
Net |
|
|
Net |
|
thousands of dollars |
|
2006 |
|
|
2005 |
|
|
Change |
|
|
rate changes |
|
|
change |
|
|
change |
|
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
91,412 |
|
|
$ |
95,776 |
|
|
$ |
(4,364 |
) |
|
|
|
|
|
$ |
(4,364 |
) |
|
|
(5 |
)% |
SMP |
|
|
20,027 |
|
|
|
19,572 |
|
|
|
455 |
|
|
|
|
|
|
|
455 |
|
|
|
2 |
|
Australia |
|
|
16,207 |
|
|
|
12,946 |
|
|
|
3,261 |
|
|
|
(84 |
) |
|
|
3,345 |
|
|
|
26 |
|
Brazil |
|
|
20,990 |
|
|
|
16,510 |
|
|
|
4,480 |
|
|
|
2,287 |
|
|
|
2,193 |
|
|
|
13 |
|
South Africa |
|
|
8,244 |
|
|
|
7,319 |
|
|
|
925 |
|
|
|
(474 |
) |
|
|
1,399 |
|
|
|
19 |
|
Canada |
|
|
9,824 |
|
|
|
9,027 |
|
|
|
797 |
|
|
|
629 |
|
|
|
168 |
|
|
|
2 |
|
All Other |
|
|
50,233 |
|
|
|
44,654 |
|
|
|
5,579 |
|
|
|
311 |
|
|
|
5,268 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
216,937 |
|
|
$ |
205,804 |
|
|
$ |
11,133 |
|
|
$ |
2,669 |
|
|
$ |
8,464 |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA net sales of $91.4 million decreased $4.4 million, or 5%, compared to 2005 due
primarily to a volume decrease partially offset by an improvement in price and mix. We anticipate
that our 2007 sales in the PLP-USA energy and communication markets will increase. SMP net sales
of $20 million increased $.5 million, or 2%, compared to 2005 due primarily to volume. Foreign net
sales in 2006 were favorably impacted by $2.7 million, or 2.4%, when converted to U.S. dollars, as
the result of a weaker U.S. dollar to certain foreign currencies. We believe our foreign net
sales will continue to increase in 2007 but at a slower pace than we experienced in 2006 as a
result of continued competitive pricing pressures. Excluding the effect of currency conversion,
Australia net sales increased $3.3 million, Brazil net sales increased $2.2 million and South
Africa net sales increased $1.4 million due primarily to volume. Canada net sales increased $.2
million, or 2% compared to 2005. Excluding the effects of currency conversion, All Other net sales
increased $5.3 million, or 12%, compared to 2005 due primarily to volume.
Gross profit of $69.8 million for 2006 increased $2.4 million, or 4%, compared to 2005 as
summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
due to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency |
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
conversion |
|
|
Net |
|
|
Net |
|
thousands of dollars |
|
2006 |
|
|
2005 |
|
|
Change |
|
|
rate changes |
|
|
change |
|
|
change |
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
27,914 |
|
|
$ |
31,236 |
|
|
$ |
(3,322 |
) |
|
|
|
|
|
$ |
(3,322 |
) |
|
|
(11 |
)% |
SMP |
|
|
5,080 |
|
|
|
5,249 |
|
|
|
(169 |
) |
|
|
|
|
|
|
(169 |
) |
|
|
(3 |
) |
Australia |
|
|
5,280 |
|
|
|
4,411 |
|
|
|
869 |
|
|
|
(47 |
) |
|
|
916 |
|
|
|
21 |
|
Brazil |
|
|
6,020 |
|
|
|
4,541 |
|
|
|
1,479 |
|
|
|
659 |
|
|
|
820 |
|
|
|
18 |
|
South Africa |
|
|
3,515 |
|
|
|
3,188 |
|
|
|
327 |
|
|
|
(212 |
) |
|
|
539 |
|
|
|
17 |
|
Canada |
|
|
4,330 |
|
|
|
4,297 |
|
|
|
33 |
|
|
|
276 |
|
|
|
(243 |
) |
|
|
(6 |
) |
All Other |
|
|
17,666 |
|
|
|
14,498 |
|
|
|
3,168 |
|
|
|
104 |
|
|
|
3,064 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
69,805 |
|
|
$ |
67,420 |
|
|
$ |
2,385 |
|
|
$ |
780 |
|
|
$ |
1,605 |
|
|
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The conversion of local currency to U.S. dollars favorably impacted gross margin by $.8
million. PLP-USA gross profit of $27.9 million decreased $3.3 million, or 11% due primarily to
$1.4 million related to lower net sales, a $1.1 million increase in product cost and mix coupled
with a $.8 million increase in freight and depreciation expenses. SMP gross profit of $5.1 million
decreased $.2 million, or 3%, primarily due to a $.3 million increase in product cost and mix
partially offset by $.1 million on increased sales. Excluding the impact of currency conversion,
Australia gross profit increased $.9 million, Brazil gross profit increased $.8 million and South
Africa gross profit increased $.5 million due primarily to increased sales. Excluding the effect
of currency conversion, Canada gross profit decreased $.2 million primarily as the result of higher
product costs and All Other gross profit increased $3.1 million primarily due to increased sales
and lower manufacturing expenses as a percentage of sales. We anticipate
21
raw material cost increases in 2007.
Costs and expenses increased $3.4 million, or 7%, compared to 2005 as summarized in the
following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
due to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency |
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
conversion |
|
|
Net |
|
|
Net |
|
thousands of dollars |
|
2006 |
|
|
2005 |
|
|
Change |
|
|
rate changes |
|
|
change |
|
|
change |
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
27,501 |
|
|
$ |
26,948 |
|
|
$ |
553 |
|
|
|
|
|
|
$ |
553 |
|
|
|
2 |
% |
SMP |
|
|
5,991 |
|
|
|
5,411 |
|
|
|
580 |
|
|
|
|
|
|
|
580 |
|
|
|
11 |
|
Australia |
|
|
3,251 |
|
|
|
2,987 |
|
|
|
264 |
|
|
|
(41 |
) |
|
|
305 |
|
|
|
10 |
|
Brazil |
|
|
4,508 |
|
|
|
3,731 |
|
|
|
777 |
|
|
|
434 |
|
|
|
343 |
|
|
|
9 |
|
South Africa |
|
|
1,357 |
|
|
|
1,014 |
|
|
|
343 |
|
|
|
(83 |
) |
|
|
426 |
|
|
|
42 |
|
Canada |
|
|
1,428 |
|
|
|
1,469 |
|
|
|
(41 |
) |
|
|
90 |
|
|
|
(131 |
) |
|
|
(9 |
) |
All Other |
|
|
10,386 |
|
|
|
9,416 |
|
|
|
970 |
|
|
|
65 |
|
|
|
905 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
54,422 |
|
|
$ |
50,976 |
|
|
$ |
3,446 |
|
|
$ |
465 |
|
|
$ |
2,981 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA costs and expenses increased $.6 million primarily as a result of a $1.3 million
increase in personnel expenses partially offset by $.4 million reduction in commission expense on
lower sales, a $.2 million gain on the sale of land and a $.1 million decrease in bad debt expense
primarily as a result of a $.1 million recovery in 2006 of accounts previously written off. SMP
costs and expenses increased $.6 million primarily as a result of a $.4 million increase in
personnel expenses, a $.1 million increase in commission expense and a $.1 million increase
in travel related expenses. The weaker dollar unfavorably impacted costs and expenses by $.5
million when foreign costs in local currency were translated to U.S. dollars compared to the same
period in 2005. Excluding the effects of currency exchange rate change compared to 2005, Australia
costs and expenses increased $.3 million due primarily to an increase in personnel expenses and
audit fees. Brazil costs and expenses increased $.3 million net of the effects of currency
exchange rate change due primarily to increased personnel expenses. South Africa increased costs
and expenses of $.4 million was primarily a result of a $.2 million increase in personnel expenses
and a $.2 million increase in other expenses including repair and maintenance and the loss on
foreign currency transactions. Excluding the effects of currency exchange rate change, Canada costs
and expenses decreased $.1 million primarily as a result of $.1 million decrease in sales
promotional expenses. All Other costs and expenses increased $.9 million primarily as a result of
a $.7 million increase in personnel expenses and a $.3 million increase in the loss on foreign
currency transactions partially offset by a decrease in bad debt expense as a result of $.1 million
recovery in 2006 of accounts previously written-off.
Royalty income of $1.3 million decreased $.1 million as a result of lower SMP data
communications royalties compared to 2005.
Operating income of $16.7 million for the year ended December 31, 2006 decreased $1.2 million,
or 7%, compared to 2005. This decrease was primarily a result of a $2.4 million increase in gross
profit being more than offset by the $3.4 million increase in costs and expenses and a $.1 million
reduction in royalty income. PLP-USA operating income decreased $3.1 million primarily as a result
of a $3.3 million decrease in gross profit and a $.6 million increase in costs and expenses being
partially offset by an increase in intercompany royalty income. SMP operating income decreased $.9
million primarily as a result of the $.2 million decrease in gross profit, the $.6 million increase
in costs and expenses and a $.1 million decrease in royalty income. Australia operating income
increased $.5 million as a result of the $.9 million increase in gross profit partially offset by a
$.3 million increase in costs and expenses and a $.1 million increase in intercompany royalty
expense. Brazil operating income increased $.6 million as a result of the $1.5 million increase in
gross profit partially offset by the $.8 million increase in costs and expenses and a $.1 million
increase in intercompany royalty expense. South Africa operating income decreased $.1 million as a
result of the increase in costs and expenses and intercompany royalties being slightly greater than
the $.3 million increase in gross profit. Canada operating income of $2.4 million remained
relatively unchanged compared to 2005. All Other operating income of $4.9 million increased $1.8
million as a result of the $3.2 million
22
increase in gross profit partially offset by the $1 million increase in cost and expenses and a $.4
increase in intercompany royalty expense.
Other income for the year ended December 31, 2006 of $.8 million improved $.2 million compared
to 2005 as a result of an increase in interest income net of interest expense.
Income taxes for the year ended December 31, 2006 of $5.5 million were $1 million lower than
the previous year. The effective tax rate in 2006 on income before income taxes was 31% compared
to 35% in 2005. The 2006 effective tax rate is lower than the 34% statutory rate primarily as a
result of a reduction in the valuation allowance related to foreign tax credit carryforwards.
As a result of the preceding items, net income for the year ended December 31, 2006 was $12.1
million, or $2.13 per diluted share, which represents an increase of $.1 million or $.06 per
diluted share, compared to net income of $12 million or $2.07 per diluted share in 2005. PLP-USA
net income of $3.9 million decreased $1 million compared to 2005 as a result of a $3.1 million
decrease in operating income partially offset by a $.3 million increase in interest income, a $.1
million decrease in other expense and a $1.7 million decrease in income taxes. SMP net income of
$.3 million decreased $.6 million compared to 2005 primarily as a result of a $.9 million decrease
in operating income partially offset by lower income taxes. Australia net income of $.8 million in
2006 increased $.3 million compared to 2005 due primarily to a $.5 million increase in operating
income partially offset by a $.2 million increase in income taxes. Brazil net income of $.9
million increased $.4 million compared to 2005 due to a $.6 million increase in operating income
and a $.1 million increase in interest income partially offset by an increase in income taxes.
South Africa net income of $1.3 million increased $.2 million compared to 2005 primarily due to
lower income taxes partially offset by a $.1 million decrease in operating income. Canada net
income of $1.7 million remained relatively unchanged from 2005. All Other net income of $3.1
million increased $.8 million compared to 2005 primarily as a result of a $1.8 million increase in
operating income partially offset by a $.4 million increase in interest expense net and $.5
million in increased income taxes.
2005 Results of Operations compared to 2004
In 2005, consolidated net sales were $205.8 million, an increase of $22.7 million, or 12%,
from 2004 as summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
due to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency |
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
conversion |
|
|
Net |
|
|
Net |
|
thousands of dollars |
|
2005 |
|
|
2004 |
|
|
Change |
|
|
rate changes |
|
|
change |
|
|
change |
|
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
95,776 |
|
|
$ |
89,473 |
|
|
$ |
6,303 |
|
|
|
|
|
|
$ |
6,303 |
|
|
|
7 |
% |
SMP |
|
|
19,572 |
|
|
|
17,597 |
|
|
|
1,975 |
|
|
|
|
|
|
|
1,975 |
|
|
|
11 |
|
Australia |
|
|
12,946 |
|
|
|
11,215 |
|
|
|
1,731 |
|
|
|
534 |
|
|
|
1,197 |
|
|
|
11 |
|
Brazil |
|
|
16,510 |
|
|
|
9,529 |
|
|
|
6,981 |
|
|
|
2,734 |
|
|
|
4,247 |
|
|
|
45 |
|
South Africa |
|
|
7,319 |
|
|
|
5,385 |
|
|
|
1,934 |
|
|
|
126 |
|
|
|
1,808 |
|
|
|
34 |
|
Canada |
|
|
9,027 |
|
|
|
7,746 |
|
|
|
1,281 |
|
|
|
634 |
|
|
|
647 |
|
|
|
8 |
|
All Other |
|
|
44,654 |
|
|
|
42,167 |
|
|
|
2,487 |
|
|
|
147 |
|
|
|
2,340 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
205,804 |
|
|
$ |
183,112 |
|
|
$ |
22,692 |
|
|
$ |
4,175 |
|
|
$ |
18,517 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA net sales of $95.8 million increased $6.3 million, or 7%, due to volume increases in
the energy and communications markets. SMP net sales of $19.6 million increased $2 million, or
11%, due primarily to volume increases in the data communication market. Foreign net sales were
favorably impacted by $4.2 million, or 2%, when converted to U.S. dollars, as a result of the
weaker U.S. dollar compared to most foreign currencies. Our foreign net sales increased in all
markets throughout the world. Net of the favorable currency conversion, Australia net sales
increased $1.2 million, Brazil net sales increased $4.2 million, South Africa net sales increased
$1.8
23
million and Canada sales increased $.6 million primarily due to volume increases. All Other
net sales increased $2.3 million.
Gross profit of $67.4 million for 2005 increased $7.9 million, or 13%, compared to 2004 as
summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
due to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency |
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
conversion |
|
|
Net |
|
|
Net |
|
thousands of dollars |
|
2005 |
|
|
2004 |
|
|
Change |
|
|
rate changes |
|
|
change |
|
|
change |
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
31,236 |
|
|
$ |
29,545 |
|
|
$ |
1,691 |
|
|
|
|
|
|
$ |
1,691 |
|
|
|
6 |
% |
SMP |
|
|
5,249 |
|
|
|
3,694 |
|
|
|
1,555 |
|
|
|
|
|
|
|
1,555 |
|
|
|
42 |
|
Australia |
|
|
4,411 |
|
|
|
3,802 |
|
|
|
609 |
|
|
|
182 |
|
|
|
427 |
|
|
|
11 |
|
Brazil |
|
|
4,541 |
|
|
|
2,992 |
|
|
|
1,549 |
|
|
|
772 |
|
|
|
777 |
|
|
|
26 |
|
South Africa |
|
|
3,188 |
|
|
|
2,262 |
|
|
|
926 |
|
|
|
72 |
|
|
|
854 |
|
|
|
38 |
|
Canada |
|
|
4,297 |
|
|
|
3,384 |
|
|
|
913 |
|
|
|
307 |
|
|
|
606 |
|
|
|
18 |
|
All Other |
|
|
14,498 |
|
|
|
13,831 |
|
|
|
667 |
|
|
|
150 |
|
|
|
517 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
67,420 |
|
|
$ |
59,510 |
|
|
$ |
7,910 |
|
|
$ |
1,483 |
|
|
$ |
6,427 |
|
|
|
11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA gross profit of $31.2 million increased $1.7 million, or 6%, due primarily to gross
profit on increased sales and product mix of $1.3 million and $.4 million lower per unit
manufacturing costs. SMP gross profit increased $1.5 million primarily due to gross profit on
increased sales including product mix of $1 million and $.5 million due to lower per unit
manufacturing costs. The lower per unit manufacturing costs at PLP-USA and SMP are a result of
relatively fixed manufacturing expenses being spread over more sales. Gross profit was favorably
impacted $1.5 million as a result of converting native currency to U.S. dollars compared to 2004
currency exchange rates. Net of the impact of the change in currency exchange rates, Australia
gross profit increased $.4 million, Brazil gross profit increased $.8 million, South Africa gross
profit increased $.9 million and Canada gross profit increased $.6 million primarily due to the
increase in net sales. All Other gross profit of $14.5 million increased $.5 million, net of the
impact of the change in the currency exchange rates compared to 2004, due primarily to the increase
in net sales.
Costs and expenses increased $5.4 million, or 12%, compared to 2004, as summarized in the
following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
due to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency |
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
conversion |
|
|
Net |
|
|
Net |
|
thousands of dollars |
|
2005 |
|
|
2004 |
|
|
Change |
|
|
rate changes |
|
|
change |
|
|
change |
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
26,948 |
|
|
$ |
24,609 |
|
|
$ |
2,339 |
|
|
|
|
|
|
$ |
2,339 |
|
|
|
10 |
% |
SMP |
|
|
5,411 |
|
|
|
4,845 |
|
|
|
566 |
|
|
|
|
|
|
|
566 |
|
|
|
12 |
|
Australia |
|
|
2,987 |
|
|
|
2,420 |
|
|
|
567 |
|
|
|
120 |
|
|
|
447 |
|
|
|
18 |
|
Brazil |
|
|
3,731 |
|
|
|
2,683 |
|
|
|
1,048 |
|
|
|
647 |
|
|
|
401 |
|
|
|
15 |
|
South Africa |
|
|
1,014 |
|
|
|
1,010 |
|
|
|
4 |
|
|
|
10 |
|
|
|
(6 |
) |
|
|
(1 |
) |
Canada |
|
|
1,469 |
|
|
|
1,164 |
|
|
|
305 |
|
|
|
101 |
|
|
|
204 |
|
|
|
18 |
|
All Other |
|
|
9,416 |
|
|
|
8,841 |
|
|
|
575 |
|
|
|
113 |
|
|
|
462 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
50,976 |
|
|
$ |
45,572 |
|
|
$ |
5,404 |
|
|
$ |
991 |
|
|
$ |
4,413 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USAs $2.3 million increase in costs and expenses was primarily the result of a $.5
million increase in commissions on higher sales, a $.5 million increase in costs related to
complying with the Sarbanes-Oxley Act of
24
2002, a $.5 million increase in development supplies and
services, a $.3 million increase in advertising and sales promotional expense, a $.2 million
increase in losses on foreign currency transactions and a $.2 million reduction on the gain on sale
of property. SMP costs and expenses increased $.6 million primarily as a result of a $.1 million
increase in commission on higher sales, a $.1 million increase in advertising and sales promotional
expenses, a $.2 million increase in auditing fees including the costs related to the Sarbanes-Oxley
Act of 2002 and a $.2 million increase in bad debt expense compared to 2004 due primarily to the
recovery in 2004 of accounts previously written off. The weaker dollar unfavorably impacted costs
and expenses by $1 million when foreign costs in local currency were translated to U.S. dollars.
Excluding the effects of currency exchange rate change compared to 2005, Australia costs and
expenses increased $.4 million due primarily to a $.2 million increase in personnel expenses, a $.1
million increase in costs related to complying with the Sarbanes-Oxley Act of 2002 and a $.1
million reduction on the gain on sale of property. Brazil costs and expenses increased $.4
million, net of the effects of currency exchange rate change, due primarily to increased personnel
expenses. Net of the effects of currency exchange rate change, South Africa costs and expenses
remained relatively unchanged. Excluding the effects of currency exchange rate change, Canada
costs and expenses increased $.2 million primarily as a result of $.1 increase in costs related to
complying with the Sarbanes-Oxley Act of 2002 and increased commissions on higher sales. All Other
costs and expenses increased $.6 million primarily as a result of a $.3 million increase in
commissions on higher sales, a $.2 million increase in costs related to complying with the
Sarbanes-Oxley Act of 2002 and a $.1 million increase in personnel expense.
Royalty income of $1.4 million decreased by $.4 million as a result of lower SMP data
communication royalties compared to 2004. Our aggressive pursuit of our intellectual property
rights resulted in a significant settlement in 2004.
Operating income of $17.9 million for the year ended December 31, 2005 increased $2.1 million
compared to the previous year. This increase was primarily a result of an increase in gross profit
of $7.9 million partially offset by a $5.4 million increase in costs and expenses and a $.4 million
decrease in royalty income. PLP-USA operating income decreased $.4 million as a result of the $2.3
million increase in costs and expenses being greater than the $1.7 million increase in gross profit
and the $.2 million increase in intercompany royalty income. SMP operating income increased $.6
million primarily as a result of the $1.5 million increase in gross profit being partially offset
by the $.6 million increase in costs and expenses and the decrease in royalty income. Australia
operating income decreased $.1 million as a result of the $.6 million increase in costs and
expenses and the $.1 million increase in intercompany royalty expense exceeding the $.6 million
increase in gross profit. Brazil operating income increased $.5 million due primarily to the $1.5
million improvement in gross profit partially offset by the $1 million increase in costs and
expenses. South Africa operating income increased $.9 million as a result of the $.9 million
increase in gross profit. Canada operating income increased $.6 million primarily as a result of
the $.9 million improvement in gross profit partially offset by the $.3 million increase in costs
and expenses. All Other operating income increased $.1 million as a result of the $.7 million
improvement in gross profit exceeding the $.6 million increase in costs and expenses.
Other income for the year ended December 31, 2005 of $.6 million improved $.5 million compared
to 2004. This increase is primarily due to a $.5 million increase in interest income, net of
interest expense, as a result of higher cash balances.
Income taxes for the year ended December 31, 2005 of $6.5 million were $1.3 million higher
than the prior year. The effective tax rate in 2005 on income before income taxes was 35% compared
to 29% in 2004. The 2004 effective tax rate is lower than the 35% statutory federal rate primarily
as a result of the American Jobs Creation Act of 2004 allowing us to adjust our valuation allowance
related to foreign tax credit carryforwards. The tax laws of China entitle us to a preferential
tax rate of a 50% tax reduction for the succeeding three years beginning in 2003. The favorable
aggregate tax and per share effect was less than $.1 million or $.01 per share for the years ended
December 31, 2005 and 2004.
Equity in net income of joint ventures decreased $2.4 million compared to 2004. We sold our
interest in Japan PLP Co. Ltd. in 2004 for a pre-tax gain of $2.3 million, which is included in
Equity in net income of joint ventures ($1.7 million gain net of tax). We no longer have an
investment in any joint venture.
25
As a result of the preceding items, net income for the year ended December 31, 2005 was $12
million, or $2.07 per diluted share, which represents a decrease of $1 million, or $0.18 per
diluted share, compared to net income of $13 million, or $2.25 per diluted share in 2004. PLP-USA
net income of $4.9 million decreased $2.9 million compared to 2004 primarily as a result of a $.4
million decrease in operating income, a $2.4 million decrease in the equity in net income of joint
ventures and a $.6 million increase in income tax partially offset by a $.4 million increase in
interest income and a decrease in other expense. SMP net income of $.9 million increased $1.8
million compared to 2004 as a result of a $.6 million increase in operating income and a $1.2
million decrease in income taxes due to the tax treatment of certain intercompany expenses in 2004.
Australia net income of $.6 million remained relatively unchanged from 2004. Brazil net income
of $.6 million increased $.4 million primarily as a result of a $.5 million increase in operating
income partially offset by a $.1 million increase in income tax. South Africa net income of $1.1
million increased $.4 million compared to 2004 primarily as a result of a $.9 million increase in
operating income partially offset by a $.5 million increase in income tax. Canada net income of
$1.7 million increased $.4 million compared to 2004 primarily as a result of a $.6 million increase
in operating income partially offset by an increase in income tax. All Other net income of $2.3
million decreased $1.2 million compared to 2004 as the $1.1 million increase in tax expense due to
the tax treatment of certain intercompany income in 2004 and a $.1 million decrease in interest
income net exceeded a $.1 million increase in operating income.
Working Capital, Liquidity and Capital Resources
Cash decreased $9.6 million for the year ended December 31, 2006. Net cash provided by
operating activities was $14.8 million. The major uses of cash were purchase of common shares of
$12.1 million, capital expenditures of $10.2 million and dividends of $4.5 million.
Net cash provided by operating activities decreased $6.8 million compared to 2005 primarily as
a result of an increase in receivables, inventory and trade payables to support higher sales.
Net cash used in investing activities of $9.9 million represents an increase of $2.1 million
when compared to cash used in investing activities in 2005. Capital expenditures in 2006 were $2.5
million greater than 2005. During 2006, we received $.3 million greater proceeds from the sale of
property and equipment when compared to 2005.
Cash used in financing activities was $15.2 million compared to $2.9 million in the previous
year. This increase was primarily a result of an $11.5 million repurchase of 365,311 Common Shares
from a principal shareholder.
We have commitments under operating leases primarily for office and manufacturing space,
transportation equipment, office and computer equipment and capital leases primarily for equipment.
One such lease is for our aircraft with a lease commitment through April 2012. Under the terms of
the lease, we maintain the risk to make up a deficiency from market value attributable to damage,
extraordinary wear and tear, excess air hours or exceeding maintenance overhaul schedules required
by the FAA. At the present time, we believe our risks, if any, to be immaterial because the
estimated market value of the aircraft approximates its residual value.
Our financial position remains strong and our current ratio at December 31, 2006 and 2005 was
3.2:1. Working capital of $72.1 million has decreased from the December 31, 2005 amount of $75.7
million primarily due to $9.6 million less cash on hand partially offset by a $3.5 million increase
in receivables and a $2.8 million increase in inventories. At December 31, 2006, our unused
balance under our main credit facility was $20 million and our bank debt to equity percentage was
6%. The revolving credit agreement contains, among other provisions, requirements for maintaining
levels of working capital, net worth, and profitability. At December 31, 2006, we were in
compliance with these covenants. We believe our future operating cash flows will be more than
sufficient to cover debt repayments, other contractual obligations, capital expenditures and
dividends. In addition, we believe our existing cash position, together with our untapped
borrowing capacity, provides substantial financial resources. If we were to incur significant
additional indebtedness, we expect to be able to meet liquidity needs under the credit facilities.
We do not believe we would increase our debt to a level that would have a material adverse impact
upon results of operations or financial condition.
26
Contractual obligations and other commercial commitments are summarized in the following
tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
Contractual Obligations |
|
Total |
|
Less than 1 year |
|
1-3 years |
|
4-5 years |
|
After 5 years |
Thousands of dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable to bank |
|
$ |
3,738 |
|
|
$ |
3,738 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-term debt (A) |
|
|
4,330 |
|
|
|
2,066 |
|
|
|
1,175 |
|
|
|
707 |
|
|
|
382 |
|
Capital leases |
|
|
478 |
|
|
|
287 |
|
|
|
191 |
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
15,800 |
|
|
|
973 |
|
|
|
1,803 |
|
|
|
1,683 |
|
|
|
11,341 |
|
Purchase commitments |
|
|
2,632 |
|
|
|
2,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension contribution (B) |
|
|
506 |
|
|
|
506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Commitment Expiration by Period |
Other Commercial Commitments |
|
Total |
|
Less than 1 year |
|
1-3 years |
|
4-5 years |
|
After 5 years |
Thousands of dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Letters of credit |
|
$ |
4,512 |
|
|
$ |
4,396 |
|
|
$ |
116 |
|
|
$ |
|
|
|
$ |
|
|
Guarantees |
|
|
432 |
|
|
|
238 |
|
|
|
170 |
|
|
|
|
|
|
|
24 |
|
|
|
|
(A) |
|
Interest on long-term debt is included in the table at interest rates from 5.8% to 6.8% based
on the variable interest rates in effect at December 31, 2006. |
|
(B) |
|
Amount represents the expected contribution to the Companys defined benefit pension plan in
2007. Future expected amounts have not been disclosed as such amounts are subject to change based
on performance of the assets in the plan as well as the discount rate used to determine the
obligation. At December 31, 2006, the Companys unfunded contractual obligation was $4 million. |
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based
upon the consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these consolidated
financial statements requires us to make estimates and judgments that affect the reported amount of
assets and liabilities, revenues and expenses and related disclosure of contingent assets and
liabilities at the date of the consolidated financial statements. Actual results may differ from
these estimates under different assumptions or conditions.
Critical accounting policies are defined as those that are reflective of significant judgment
and uncertainties, and potentially may result in materially different outcomes under different
assumptions and conditions.
Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts for estimated losses resulting from the
inability of our customers to make required payments. We record estimated allowances for
uncollectible accounts receivable based upon the number of days the accounts are past due, the
current business environment, and specific information such as bankruptcy or liquidity issues of
customers. If the financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be required. During 2006,
we recorded a provision for doubtful accounts of $.4 million. The allowance represented
approximately 2% of our trade receivables at December 31, 2006 and 2005.
27
Excess and Obsolescence Reserves
We provide excess and obsolescence reserves to state inventories at the lower of cost or
estimated market value. We identify inventory items which have had no usage or are in excess of
the usages over the historical 12 to 36 months. A management team with representatives from
marketing, manufacturing, engineering and finance reviews these inventory items and determines the
disposition of the inventory and assesses the estimated market value based on their knowledge of
the product and market conditions. These conditions include among other things, future demand for
product, product utility, unique customer order patterns or unique raw material purchase patterns,
changes in customer and quality issues. At December 31, 2006 and 2005 the allowance for excess and
obsolete inventory was 9% and 6% of gross inventory. If the impact of market conditions worsen
from those projected by management, additional inventory write-downs may be necessary.
Impairment of Long-Lived Assets
We record impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the discounted cash flows estimated to
be generated by those assets are less than the carrying value of those items. Our cash flows are
based on historical results adjusted to reflect the best estimate of future market and operating
conditions. The net carrying value of assets not recoverable is then reduced to fair value. The
estimates of fair value represent the best estimate based on industry trends and reference to
market rates and transactions.
Goodwill
We perform our annual impairment test for goodwill and intangibles with indefinite lives
utilizing a discounted cash flow methodology, market comparables, and an overall market
capitalization reasonableness test in computing fair value by reporting unit. We then compare the
fair value of the reporting unit with its carrying value to assess if goodwill and other indefinite
life intangibles have been impaired. Based on the assumptions as to growth, discount rates and the
weighting used for each respective valuation methodology, results of the valuations could be
significantly changed. However, we believe that the methodologies and weightings used are
reasonable and result in appropriate fair values of the reporting units.
Our measurement date for our annual impairment test is January 1 of each year. We perform
interim impairment tests if trigger events or changes in circumstances indicate the carrying amount
may be impaired. There were no trigger events during 2006, 2005 or 2004 and as such only an annual
impairment test was performed.
Deferred Tax Assets
Deferred taxes are recognized at currently enacted tax rates for temporary differences between
the financial reporting and income tax bases of assets and liabilities and operating loss and tax
credit carryforwards. We established a valuation allowance to record our deferred tax assets at an
amount that is more likely than not to be realized. In the event we were to determine that we
would be able to realize our deferred tax assets in the future in excess of their recorded amount,
an adjustment to the valuation allowance would increase income in the period such determination was
made. Likewise, should we determine that we would not be able to realize all or part of our net
deferred tax assets in the future, an adjustment to the valuation allowance would be charged to
expense in the period such determination was made.
New Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 151, Inventory Costs, to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs and wasted material. This
standard requires that such items be recognized as current-period charges. The standard also
establishes the concept of normal capacity and requires the allocation of fixed production
overhead to inventory based on the normal capacity of the production facilities. Any unallocated
overhead must be recognized as an expense in the period incurred. The Company adopted this
standard effective January 1, 2006, and the impact was immaterial on its consolidated financial
statements.
28
Effective January 1, 2006, the Company adopted SFAS No. 123 (Revised 2004), Share-Based
Payment (SFAS No. 123R). SFAS No. 123R affects the value of stock options that have been granted
and requires the Company to expense share-based payment awards with compensation cost for
transactions measured at fair value. For the year ended December 31, 2006 the Company recorded
compensation costs related to the stock options currently vesting, reducing income before taxes and
net income by $.2 million, or $.04 per diluted share. The Company adopted the
modified-prospective-transition method and accordingly has not restated the amounts in prior
periods.
In June 2006, the FASB issued FASB interpretation No. 48, Accounting for Uncertainty in
Income taxes an interpretation of FASB Statement No. 109, Accounting for Income Taxes. This
interpretation prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. This interpretation also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition. This interpretation is
effective for the Company starting January 1, 2007. Upon adoption, the Company estimates that a
cumulative effect adjustment of approximately $1.1 million to $1.3 million will be charged to
retained earnings to increase reserves for uncertain tax positions, which is subject to revision as
the Company completes its analysis.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This standard
defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. This standard does
not require new fair value measurements; however the application of this standard may change
current practice for an entity. This standard is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and interim periods within those fiscal periods.
The Company is evaluating the impact this standard will have on its consolidated financial
statements.
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans. This standard requires an employer to recognize the
overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability
in its statement of financial position and to recognize changes in the funded status in the year in
which the changes occur through comprehensive income. This standard also requires an employer to
measure the funded status of a plan as of the date of its year-end statement of financial position.
This standard also requires disclosure in the notes to financial statements, additional
information about certain effects on net periodic benefit cost for the next fiscal year that arise
from delayed recognition of the gains or losses, prior service costs or credits, and transition
asset or obligation. The requirement to initially recognize the funded status of a defined benefit
postretirement plan and to provide the required disclosures is effective for an employer with
publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006.
The requirement to measure plan assets and benefit obligations as of the date of the employers
fiscal year-end statement of financial position is effective for fiscal years ending after December
15, 2008. Adoption of this standard resulted in a decrease of $2.3 million in Accumulated Other
Comprehensive Income.
In September 2006, the FASB issued FASB Staff Position AUG AIR-1, Accounting for Planned
Major Maintenance Activities. This staff position amends certain provisions in the AICPA Industry
Audit Guide, Audits of Airlines (Airline Guide), and APB No. 28, Interim Financial Reporting. This
staff position prohibits the use of the accrue-in-advance method of accounting for planned major
maintenance activities in annual and interim financial reporting periods. This staff position is
effective as of January 1, 2007. The Company will adopt the direct expense method effective
January 1, 2007, and will record a cumulative effect increasing beginning retained earnings by $.2
million.
In September 2006, the FASB issued Emerging Issues Task Force (EITF) abstract Issue No. 06-5,
Accounting for Purchases of Life Insurance Determining the Amount that Could be Realized in
Accordance with FASB Technical Bulletin No. 85-4. This issue clarifies the calculation of the
amount that could be realized under an insurance contract as of the date of the statement of
financial position. This issue concludes that the policyholder should consider any additional
amounts included in contractual terms of the policy in determining the amount that could be
realized under the insurance contract. Contractual limitations should be considered, as well as
the amount recoverable by the policyholder at the discretion of the insurance company should be
excluded from the amount that could be realized. All fixed amounts recoverable by the
policyholder in future periods in excess of one year from the surrender of the policy should be
recognized at their present values. Last, any amount that is realized by the policyholder upon
surrender of the final policy shall be included in the amount that could be realized. This issue
29
should be applied by either a change in accounting principle through a cumulative-effect adjustment
to retained earnings or to other components of equity or net assets or a change in accounting
principle through retrospective application to all prior periods. This issue is effective for
fiscal years beginning after December 15, 2006. The Company is evaluating the impact this EITF
issue will have on its consolidated financial statements.
In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No.
108 (SAB 108) to provide interpretive guidance on the considerations of the effects of prior year
misstatements in qualifying current year misstatements for the purpose of materiality assessment.
If a material misstatement exists after recording the adjustment in the current year financial
statements, the prior year financial statements should be corrected, even though such revision
previously was and continues to be immaterial to the prior year financial statements. This
bulletin is effective for years ending after November 15, 2006. Effective December 31, 2006, the
Company adopted SAB 108 which did not have a material effect on its consolidated financial
statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities Including and Amendment to FAS No. 115. This standard permits entities
to measure certain financial instruments and other certain items at fair value. The fair value
option established by this standard permits all entities to choose to measure eligible items at
fair value at specified election dates. A business entity shall report unrealized gains and losses
on items for which the fair values option has been elected at each subsequent reporting period.
The fair value option election is irrevocable, unless a new election date occurs. SFAS No. 159
establishes presentation and disclosure requirements to help financial statement users understand
the effect of the entitys election on earnings, but does not eliminate disclosure requirements of
other accounting standards. This standard is effective as of the beginning of the first fiscal
year that begins after November 15, 2007. The Company is evaluating the impact this standard will
have on its consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company operates manufacturing facilities and offices around the world and uses fixed and
floating rate debt to finance the Companys global operations. As a result, the Company is subject
to business risks inherent in non-U.S. activities, including political and economic uncertainty,
import and export limitations and market risk related to changes in interest rates and foreign
currency exchange rates. The Company believes the political and economic risks related to the
Companys foreign operations are mitigated due to the stability of the countries in which the
Companys largest foreign operations are located.
The Company has no foreign currency forward exchange contracts outstanding at December 31,
2006. The Company does not hold derivatives for trading purposes.
The Company is exposed to market risk, including changes in interest rates. The Company is
subject to interest rate risk on its variable rate revolving credit facilities and term notes,
which consisted of borrowings of $8.1 million at December 31, 2006. A 100 basis point increase in
the interest rate would have resulted in an increase in interest expense of approximately $.1
million for the year ended December 31, 2006.
The Companys primary currency rate exposures are related to foreign denominated debt,
intercompany debt, forward exchange contracts, foreign denominated receivables and cash and
short-term investments. A hypothetical 10% change in currency rates would have a
favorable/unfavorable impact on fair values of $1.7 million and on income before tax of less than
$.1 million.
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Preformed Line Products Company
We have audited the accompanying consolidated balance sheets of Preformed Line Products Company and
subsidiaries (the Company) as of December 31, 2006 and 2005, and the related consolidated
statements of operations, shareholders equity, and cash flows for each of the three years in the
period ended December 31, 2006.
30
Our audits also included the consolidated financial statement schedule listed in the Index at Item
15(a). These financial statements and financial statement schedule are the responsibility of the
Companys management. Our responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects,
the financial position of Preformed Line Products Company and subsidiaries as of December 31, 2006
and 2005, and the results of their operations and their cash flows for each of the three years in
the period ended December 31, 2006, in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such consolidated financial statement
schedule, when considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Notes A and G to the consolidated financial statements, the Company changed its
method of accounting for stock-based compensation with the adoption of Statement of Financial
Accounting Standards (SFAS) No. 123R, Share-Based Payment effective January 1, 2006. Also, as
discussed in Notes A and C to the consolidated financial statements, the Company changed its method
of accounting for defined benefit pension and other postretirement plans with the adoption of SFAS
No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans
effective December 31, 2006.
As discussed in Note J to the consolidated financial statements, the accompanying segment
disclosures have been restated.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of the Companys internal control over financial reporting
as of December 31, 2006, based on the criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated March 15, 2007 (January 4, 2008 as to the effects of a material weakness described
in Managements Report on Internal Control Over Financial Reporting (Revised)) expressed an
unqualified opinion on managements assessment of the effectiveness of the Companys internal
control over financial reporting and an adverse opinion on the effectiveness of the Companys
internal control over financial reporting.
/s/ Deloitte & Touche LLP
Cleveland, Ohio
March 15, 2007
(January 4, 2008 as to the effects of the restatement discussed in Note J)
31
PREFORMED LINE PRODUCTS COMPANY
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Thousands of dollars, |
|
|
|
except share data) |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
29,949 |
|
|
$ |
39,592 |
|
Accounts receivable, less allowances of $1,209 ($789 in 2005) |
|
|
30,029 |
|
|
|
26,481 |
|
Inventories net |
|
|
40,415 |
|
|
|
37,618 |
|
Deferred income taxes |
|
|
2,639 |
|
|
|
3,870 |
|
Prepaids and other |
|
|
2,504 |
|
|
|
2,832 |
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS |
|
|
105,536 |
|
|
|
110,393 |
|
|
|
|
|
|
|
|
|
|
Property and equipment net |
|
|
52,810 |
|
|
|
48,804 |
|
Deferred income taxes |
|
|
5,145 |
|
|
|
2,060 |
|
Goodwill net |
|
|
2,166 |
|
|
|
2,018 |
|
Patents and other intangibles net |
|
|
2,546 |
|
|
|
2,871 |
|
Other assets |
|
|
2,760 |
|
|
|
2,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
170,963 |
|
|
$ |
168,547 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable to banks |
|
$ |
3,738 |
|
|
$ |
1,156 |
|
Current portion of long-term debt |
|
|
2,157 |
|
|
|
4,806 |
|
Trade accounts payable |
|
|
11,606 |
|
|
|
10,878 |
|
Accrued compensation and amounts withheld from employees |
|
|
5,556 |
|
|
|
5,161 |
|
Accrued expenses and other liabilities |
|
|
4,551 |
|
|
|
6,406 |
|
Accrued profit-sharing and other benefits |
|
|
3,596 |
|
|
|
4,290 |
|
Dividends payable |
|
|
1,072 |
|
|
|
1,147 |
|
Income taxes |
|
|
1,129 |
|
|
|
881 |
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
33,405 |
|
|
|
34,725 |
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current portion |
|
|
2,204 |
|
|
|
122 |
|
Deferred income taxes |
|
|
439 |
|
|
|
157 |
|
Unfunded pension obligation |
|
|
3,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Common stock $2 par value, 15,000,000 shares authorized,
5,360,259 and 5,734,797 issued and outstanding, net of 365,311
and 511,159 treasury shares at par, respectively |
|
|
10,721 |
|
|
|
11,470 |
|
Paid in capital |
|
|
1,562 |
|
|
|
1,237 |
|
Retained earnings |
|
|
131,734 |
|
|
|
135,481 |
|
Accumulated other comprehensive loss |
|
|
(13,084 |
) |
|
|
(14,645 |
) |
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS EQUITY |
|
|
130,933 |
|
|
|
133,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY |
|
$ |
170,963 |
|
|
$ |
168,547 |
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
32
PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(Thousands of dollars, except share and per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
216,937 |
|
|
$ |
205,804 |
|
|
$ |
183,112 |
|
Cost of products sold |
|
|
147,132 |
|
|
|
138,384 |
|
|
|
123,602 |
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
69,805 |
|
|
|
67,420 |
|
|
|
59,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Selling |
|
|
22,483 |
|
|
|
21,665 |
|
|
|
18,980 |
|
General and administrative |
|
|
23,893 |
|
|
|
22,392 |
|
|
|
21,160 |
|
Research and engineering |
|
|
7,659 |
|
|
|
6,700 |
|
|
|
5,666 |
|
Other operating expenses (income) net |
|
|
387 |
|
|
|
219 |
|
|
|
(234 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
54,422 |
|
|
|
50,976 |
|
|
|
45,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty income net |
|
|
1,334 |
|
|
|
1,447 |
|
|
|
1,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
|
16,717 |
|
|
|
17,891 |
|
|
|
15,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1,494 |
|
|
|
1,103 |
|
|
|
696 |
|
Interest expense |
|
|
(564 |
) |
|
|
(379 |
) |
|
|
(429 |
) |
Other expense |
|
|
(71 |
) |
|
|
(109 |
) |
|
|
(145 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
859 |
|
|
|
615 |
|
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES AND EQUITY
IN NET INCOME OF JOINT VENTURES |
|
|
17,576 |
|
|
|
18,506 |
|
|
|
15,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
5,516 |
|
|
|
6,520 |
|
|
|
5,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME BEFORE JOINT VENTURES |
|
|
12,060 |
|
|
|
11,986 |
|
|
|
10,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net income of joint ventures |
|
|
|
|
|
|
|
|
|
|
2,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
12,060 |
|
|
$ |
11,986 |
|
|
$ |
13,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share basic |
|
$ |
2.15 |
|
|
$ |
2.09 |
|
|
$ |
2.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share diluted |
|
$ |
2.13 |
|
|
$ |
2.07 |
|
|
$ |
2.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per share |
|
$ |
0.80 |
|
|
$ |
0.80 |
|
|
$ |
0.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding basic |
|
|
5,611 |
|
|
|
5,725 |
|
|
|
5,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding diluted |
|
|
5,660 |
|
|
|
5,783 |
|
|
|
5,789 |
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
33
PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(Thousands of dollars) |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,060 |
|
|
$ |
11,986 |
|
|
$ |
13,037 |
|
Adjustments to reconcile net income to net cash provided by operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
7,538 |
|
|
|
7,214 |
|
|
|
7,385 |
|
Deferred income taxes |
|
|
(658 |
) |
|
|
(838 |
) |
|
|
(531 |
) |
Stock based compensation expense |
|
|
240 |
|
|
|
|
|
|
|
|
|
Net investment in life insurance |
|
|
(95 |
) |
|
|
110 |
|
|
|
93 |
|
Translation adjustment |
|
|
(42 |
) |
|
|
77 |
|
|
|
(85 |
) |
Earnings of joint ventures |
|
|
|
|
|
|
|
|
|
|
(21 |
) |
Dividends received from joint ventures |
|
|
|
|
|
|
|
|
|
|
2,141 |
|
Gain on sale of joint venture |
|
|
|
|
|
|
|
|
|
|
(2,335 |
) |
Other net |
|
|
(79 |
) |
|
|
266 |
|
|
|
(280 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(2,471 |
) |
|
|
2,373 |
|
|
|
(4,530 |
) |
Inventories |
|
|
(1,688 |
) |
|
|
(1,728 |
) |
|
|
(3,703 |
) |
Trade accounts payables and accrued liabilities |
|
|
(686 |
) |
|
|
2,595 |
|
|
|
3,063 |
|
Income taxes |
|
|
936 |
|
|
|
(197 |
) |
|
|
(1,597 |
) |
Other net |
|
|
(298 |
) |
|
|
(293 |
) |
|
|
232 |
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY OPERATING
ACTIVITIES |
|
|
14,757 |
|
|
|
21,565 |
|
|
|
12,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(10,198 |
) |
|
|
(7,737 |
) |
|
|
(6,187 |
) |
Business acquisitions |
|
|
|
|
|
|
|
|
|
|
(456 |
) |
Proceeds from the sale of property and equipment |
|
|
469 |
|
|
|
126 |
|
|
|
403 |
|
Proceeds from the sale of equity investment |
|
|
|
|
|
|
|
|
|
|
1,925 |
|
Proceeds (payments) on life insurance net |
|
|
(149 |
) |
|
|
(149 |
) |
|
|
581 |
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN INVESTING ACTIVITIES |
|
|
(9,878 |
) |
|
|
(7,760 |
) |
|
|
(3,734 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in notes payable to banks |
|
|
2,300 |
|
|
|
449 |
|
|
|
(312 |
) |
Proceeds from the issuance of long-term debt |
|
|
3,059 |
|
|
|
2,142 |
|
|
|
53 |
|
Payments of long-term debt |
|
|
(3,986 |
) |
|
|
(1,030 |
) |
|
|
(944 |
) |
Dividends paid |
|
|
(4,508 |
) |
|
|
(4,577 |
) |
|
|
(4,593 |
) |
Issuance of common shares |
|
|
102 |
|
|
|
789 |
|
|
|
85 |
|
Purchase of common shares for treasury |
|
|
(12,140 |
) |
|
|
(700 |
) |
|
|
(2,978 |
) |
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN FINANCING ACTIVITIES |
|
|
(15,173 |
) |
|
|
(2,927 |
) |
|
|
(8,689 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rate changes on cash and cash equivalents |
|
|
651 |
|
|
|
(1,030 |
) |
|
|
1,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
(9,643 |
) |
|
|
9,848 |
|
|
|
1,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
39,592 |
|
|
|
29,744 |
|
|
|
28,209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF
YEAR |
|
$ |
29,949 |
|
|
$ |
39,592 |
|
|
$ |
29,744 |
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
34
PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative |
|
|
Unrecognized |
|
|
|
|
|
|
Common |
|
|
Additional Paid |
|
|
Retained |
|
|
Translation |
|
|
Pension |
|
|
|
|
|
|
Shares |
|
|
in Capital |
|
|
Earnings |
|
|
Adjustment |
|
|
Benefit Cost |
|
|
Total |
|
|
|
(In thousands, except share and per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2004 |
|
$ |
11,629 |
|
|
$ |
472 |
|
|
$ |
123,022 |
|
|
$ |
(14,198 |
) |
|
$ |
(195 |
) |
|
$ |
120,730 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
13,037 |
|
|
|
|
|
|
|
|
|
|
|
13,037 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,936 |
|
|
|
|
|
|
|
3,936 |
|
Cumulative translation adjustment for
sale of a joint venture |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,655 |
) |
|
|
|
|
|
|
(1,655 |
) |
Minimum pension liability net
of tax benefit of $145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(247 |
) |
|
|
(247 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,071 |
|
Purchase of 113,755 common shares |
|
|
(228 |
) |
|
|
|
|
|
|
(2,750 |
) |
|
|
|
|
|
|
|
|
|
|
(2,978 |
) |
Issuance of 6,199 common shares |
|
|
12 |
|
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85 |
|
Cash dividends declared $.80 per share |
|
|
|
|
|
|
|
|
|
|
(4,571 |
) |
|
|
|
|
|
|
|
|
|
|
(4,571 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004 |
|
|
11,413 |
|
|
|
545 |
|
|
|
128,738 |
|
|
|
(11,917 |
) |
|
|
(442 |
) |
|
|
128,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
11,986 |
|
|
|
|
|
|
|
|
|
|
|
11,986 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,008 |
) |
|
|
|
|
|
|
(2,008 |
) |
Minimum pension liability net
of tax benefit of $182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(278 |
) |
|
|
(278 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,700 |
|
Purchase of 20,000 common shares |
|
|
(40 |
) |
|
|
|
|
|
|
(660 |
) |
|
|
|
|
|
|
|
|
|
|
(700 |
) |
Issuance of 48,084 common shares |
|
|
97 |
|
|
|
692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
789 |
|
Cash dividends declared $.80 per share |
|
|
|
|
|
|
|
|
|
|
(4,583 |
) |
|
|
|
|
|
|
|
|
|
|
(4,583 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005 |
|
|
11,470 |
|
|
|
1,237 |
|
|
|
135,481 |
|
|
|
(13,925 |
) |
|
|
(720 |
) |
|
|
133,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
12,060 |
|
|
|
|
|
|
|
|
|
|
|
12,060 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,167 |
|
|
|
|
|
|
|
3,167 |
|
Minimum pension liability net
of tax provision of $441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
720 |
|
|
|
720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,947 |
|
Cumulative effect adjustment to recognize
unfunded pension obligation
net of tax benefit of $1,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,326 |
) |
|
|
(2,326 |
) |
Stock based compensation |
|
|
|
|
|
|
240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240 |
|
Purchase of 383,202 common shares |
|
|
(766 |
) |
|
|
|
|
|
|
(11,374 |
) |
|
|
|
|
|
|
|
|
|
|
(12,140 |
) |
Issuance of 8,664 common shares |
|
|
17 |
|
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102 |
|
Cash dividends declared $.80 per share |
|
|
|
|
|
|
|
|
|
|
(4,433 |
) |
|
|
|
|
|
|
|
|
|
|
(4,433 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006 |
|
$ |
10,721 |
|
|
$ |
1,562 |
|
|
$ |
131,734 |
|
|
$ |
(10,758 |
) |
|
$ |
(2,326 |
) |
|
$ |
130,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
35
PREFORMED LINE PRODUCTS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tables in thousands of dollars, except share and per share data, unless specifically noted)
Note A Significant Accounting Policies
Nature of Operations
Preformed Line Products Company and subsidiaries (the Company) is a designer and
manufacturer of products and systems employed in the construction and maintenance of overhead and
underground networks for the energy, telecommunication, cable operators, data communication and
other similar industries. The Companys primary products support, protect, connect, terminate and
secure cables and wires. The Company also manufactures a line of products serving the voice and
data transmission markets. The Companys customers include public and private energy utilities and
communication companies, cable operators, financial institutions, governmental agencies, original
equipment manufacturers, contractors and subcontractors, distributors and value-added resellers.
The Company serves its worldwide markets through strategically located domestic and international
manufacturing facilities.
Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries
where ownership is greater than 50%. All intercompany accounts and transactions have been
eliminated upon consolidation.
Investments in Foreign Joint Ventures
Investments in joint ventures, where the Company owns at least 20% but less than 50%, were
accounted for by the equity method.
Cash and Cash Equivalents
Cash equivalents are stated at fair value and consist of highly liquid investments with
original maturities of three months or less at the time of acquisition.
Inventories
The Company uses the last-in, first-out (LIFO) method of determining cost for the majority of
its raw material portion of inventories in the United States. All other inventories are determined
by the first-in, first-out (FIFO) method. Inventories are carried at the lower of cost or market.
Fair Value of Financial Instruments
The Companys financial instruments include cash and cash equivalents, accounts receivable,
accounts payable, notes payable and debt. The carrying amount of all financial instruments
approximates fair value.
Property, Plant, and Equipment and Depreciation
Property, plant, and equipment is recorded at cost. Depreciation for the Companys domestic
assets is computed using accelerated methods over the estimated useful lives, with the exception of
personal computers which are depreciated over three years using the straight line method.
Depreciation for the Companys foreign assets is computed using the straight line method over the
estimated useful lives. The estimated useful lives used are: land improvements, ten years;
buildings, forty years; and machinery and equipment, three to ten years.
36
Long-Lived Assets
The Company records impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the discounted cash flows estimated to
be generated by those assets are less than the carrying value of those items. The Companys cash
flows are based on historical results adjusted to reflect the Companys best estimate of future
market and operating conditions. The net carrying value of assets not recoverable is then reduced
to fair value. The estimates of fair value represent the Companys best estimate based on industry
trends and reference to market rates and transactions. The Company did not record any impairments
to long-lived assets for the year ended December 31, 2006.
Goodwill and Other Intangibles
Goodwill and intangible assets deemed to have indefinite lives are not amortized but are
subject to annual impairment tests. The Companys measurement date for its annual impairment test
is January 1 of each year. Patents and other intangible assets with finite lives represent
primarily the value assigned to patents acquired, with purchased businesses and are amortized using
the straight-line method over their useful lives. Goodwill and other intangible assets are
reviewed for impairment whenever events or changes in circumstances indicate the carrying amount
may be impaired, or in the case of finite lived intangible assets, when the carrying amount may not
be recoverable. Events or circumstances that would result in an impairment review primarily
include operations reporting losses or a significant change in the use of an asset. Impairment
charges are recognized pursuant to Statement of Financial Accounting Standards (SFAS) No. 142.
Sales Recognition
Sales are recognized when products are shipped and the title and risk of loss has passed to
unaffiliated customers. Shipping and handling billed-to customers is included in net sales while
shipping and handling costs are included in cost of products sold.
Research and Development
Research and development costs are expensed as incurred. The Company sponsored costs for
research and development of new products were $3.2 million in 2006 and $2.6 million in 2005 and
2004.
Advertising
Advertising costs are expensed in the period incurred.
Foreign Currency Translation
Asset and liability accounts are translated into U.S. dollars using exchange rates in effect
at the date of the consolidated balance sheet; and revenues and expenses are translated at weighted
average exchange rates in effect during the period. Transaction gains and losses arising from
exchange rate changes on transactions denominated in a currency other than the functional currency
are included in income and expense as incurred. Such transactions have not been material.
Unrealized translation adjustments are recorded as accumulated foreign currency translation
adjustments in shareholders equity. Upon the sale or upon substantially complete liquidation of
an investment in a foreign entity, the cumulative translation adjustment for that entity is removed
from accumulated foreign currency translation adjustment in shareholders equity and reclassified
to earnings.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
37
Derivative Financial Instruments
The Company had no foreign currency forward exchange contracts outstanding at December 31,
2006 and 2005. The Company does not hold derivatives for trading purposes.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted SFAS No. 123 (Revised 2004), Share-Based
Payment (SFAS No. 123R). SFAS No. 123R requires the Company to recognize compensation expense for
share-based payment awards measured at fair value. The Company adopted the
modified-prospective-transition method and accordingly has not restated amounts in prior periods.
Prior to the adoption of SFAS No. 123R, the Company applied the intrinsic value based method
prescribed in APB Opinion No. 25, Accounting for Stock Issued to Employees, to account for stock
options granted to employees to purchase common shares. Under this method, compensation expense
was measured as the excess, if any, of the market price at the date of grant over the exercise
price of the options. No compensation expense has been recorded because the exercise price was
equal to market value at the date of grant. The following table illustrates the effect on net
income and net income per share for the years ended December 31, 2005 and 2004, as if the fair
value based method had been applied to all outstanding and vested awards:
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
Net income, as reported |
|
$ |
11,986 |
|
|
$ |
13,037 |
|
Less: Stock-based compensation expense, pro forma |
|
|
191 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
11,795 |
|
|
$ |
12,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic as reported |
|
$ |
2.09 |
|
|
$ |
2.27 |
|
|
|
|
|
|
|
|
Basic pro forma |
|
$ |
2.06 |
|
|
$ |
2.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted as reported |
|
$ |
2.07 |
|
|
$ |
2.25 |
|
|
|
|
|
|
|
|
Diluted pro forma |
|
$ |
2.04 |
|
|
$ |
2.24 |
|
|
|
|
|
|
|
|
New Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 151, Inventory Costs, to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs and wasted material. This
standard requires that such items be recognized as current-period charges. The standard also
establishes the concept of normal capacity and requires the allocation of fixed production
overhead to inventory based on the normal capacity of the production facilities. Any unallocated
overhead must be recognized as an expense in the period incurred. The Company adopted this
standard effective January 1, 2006, and the impact was immaterial on its consolidated financial
statements.
Effective January 1, 2006, the Company adopted SFAS No. 123 (Revised 2004), Share-Based
Payment (SFAS No. 123R). SFAS No. 123R requires the Company to recognize compensation expense for
share-based payment awards measured at fair value. For the year ended December 31, 2006 the
Company recorded compensation costs related to the stock options currently vesting, reducing income
before taxes and net income by $.2 million, or $.04 per diluted share. The Company adopted the
modified-prospective-transition method and accordingly has not restated the amounts in prior
periods.
In June 2006, the FASB issued FASB interpretation No. 48, Accounting for Uncertainty in
Income taxes
an interpretation of FASB Statement No. 109, Accounting for Income Taxes. This interpretation
prescribes a
38
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. This
interpretation also provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. This interpretation is effective for
the Company starting January 1, 2007. Upon adoption, the Company estimates that a cumulative
effect adjustment of approximately $1.1 million to $1.3 million will be recorded to retained
earnings to increase reserves for uncertain tax positions, which is subject to revision as the
Company completes its analysis.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This standard
defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. This standard does
not require new fair value measurements; however the application of this standard may change
current practice for an entity. This standard is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and interim periods within those fiscal periods.
The Company is evaluating the impact this standard will have on its consolidated financial
statements.
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans. This standard requires an employer to recognize the
overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability
in its statement of financial position and to recognize changes in the funded status in the year in
which the changes occur through comprehensive income. This standard also requires an employer to
measure the funded status of a plan as of the date of its year-end statement of financial position.
This standard also requires disclosure in the notes to financial statements, additional
information about certain effects on net periodic benefit cost for the next fiscal year that arise
from delayed recognition of the gains or losses, prior service costs or credits, and transition
asset or obligation. The requirement to initially recognize the funded status of a defined benefit
postretirement plan and to provide the required disclosures is effective for an employer with
publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006.
The requirement to measure plan assets and benefit obligations as of the date of the employers
fiscal year-end statement of financial position is effective for fiscal years ending after December
15, 2008. Adoption of this standard resulted in a decrease of $2.3 million in Accumulated Other
Comprehensive Income.
In September 2006, the FASB issued FASB Staff Position AUG AIR-1, Accounting for Planned
Major Maintenance Activities. This staff position amends certain provisions in the AICPA Industry
Audit Guide, Audits of Airlines (Airline Guide), and APB No. 28, Interim Financial Reporting. This
staff position prohibits the use of the accrue-in-advance method of accounting for planned major
maintenance activities in annual and interim financial reporting periods. This staff position is
effective as of January 1, 2007. The Company will adopt the direct expense method effective
January 1, 2007, and will record a cumulative effect increasing beginning retained earnings by $.2
million.
In September 2006, the FASB issued Emerging Issues Task Force (EITF) abstract Issue No. 06-5,
Accounting for Purchases of Life Insurance Determining the Amount that Could be Realized in
Accordance with FASB Technical Bulletin No. 85-4. This issue clarifies the calculation of the
amount that could be realized under an insurance contract as of the date of the statement of
financial position. This issue concludes that the policyholder should consider any additional
amounts included in contractual terms of the policy in determining the amount that could be
realized under the insurance contract. Contractual limitations should be considered, as well as
the amount recoverable by the policyholder at the discretion of the insurance company should be
excluded from the amount that could be realized. All fixed amounts recoverable by the
policyholder in future periods in excess of one year from the surrender of the policy should be
recognized at their present values. Lastly, any amount that is realized by the policyholder upon
surrender of the final policy shall be included in the amount that could be realized. This issue
should be applied by either a change in accounting principle through a cumulative-effect adjustment
to retained earnings or to other components of equity or net assets or a change in accounting
principle through retrospective application to all prior periods. This issue is effective for
fiscal years beginning after December 15, 2006. The Company is evaluating the impact this EITF
issue will have on its consolidated financial statements.
In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No.
108 (SAB 108) to provide interpretive guidance on the considerations of the effects of prior year
misstatements in qualifying current year misstatements for the purpose of materiality assessment.
If a material misstatement exists after recording the adjustment in the current year financial
statements, the prior year financial statements should be
corrected, even though such revision previously was and continues to be immaterial to the prior
year financial
39
statements. This bulletin is effective for years ending after November 15, 2006.
Effective December 31, 2006, the Company adopted SAB 108 which did not have a material effect on
its consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities Including and Amendment to FAS No. 115. This standard permits entities
to measure certain financial instruments and other certain items at fair value. The fair value
option established by this standard permits all entities to choose to measure eligible items at
fair value at specified election dates. A business entity shall report unrealized gains and losses
on items for which the fair values option has been elected at each subsequent reporting period.
The fair value option election is irrevocable, unless a new election date occurs. SFAS No. 159
establishes presentation and disclosure requirements to help financial statement users understand
the effect of the entitys election on earnings, but does not eliminate disclosure requirements of
other accounting standards. This standard is effective as of the beginning of the first fiscal
year that begins after November 15, 2007. The Company is evaluating the impact this standard will
have on its consolidated financial statements.
Note B Other Financial Statement Information
Inventories net
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Finished products |
|
$ |
17,044 |
|
|
$ |
15,550 |
|
Work-in-process |
|
|
1,844 |
|
|
|
1,732 |
|
Raw materials |
|
|
25,431 |
|
|
|
23,021 |
|
|
|
|
|
|
|
|
|
|
|
44,319 |
|
|
|
40,303 |
|
Excess of current cost over LIFO cost |
|
|
(3,904 |
) |
|
|
(2,685 |
) |
|
|
|
|
|
|
|
|
|
$ |
40,415 |
|
|
$ |
37,618 |
|
|
|
|
|
|
|
|
Material inventories using the LIFO method of determining costs were approximately $15.2
million in 2006 and $14 million in 2005.
Property and equipment net
Major classes of property, plant and equipment are stated at cost and were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Land and improvements |
|
$ |
8,422 |
|
|
$ |
6,762 |
|
Buildings and improvements |
|
|
41,941 |
|
|
|
37,902 |
|
Machinery and equipment |
|
|
101,339 |
|
|
|
93,619 |
|
Construction in progress |
|
|
2,629 |
|
|
|
5,627 |
|
|
|
|
|
|
|
|
|
|
|
154,331 |
|
|
|
143,910 |
|
Less accumulated depreciation |
|
|
101,521 |
|
|
|
95,106 |
|
|
|
|
|
|
|
|
|
|
$ |
52,810 |
|
|
$ |
48,804 |
|
|
|
|
|
|
|
|
Depreciation of property and equipment was $7.1 million in 2006, $6.7 million in 2005 and $6.9
million in 2004.
Machinery and equipment includes $.8 million in capital leases in 2006 and $.4 million in
2005.
Property and equipment includes less than $.1 million of purchases in trade accounts payable
at December 31, 2006 and $.5 million in 2005.
40
Guarantees
The Company establishes a warranty reserve when a known measurable exposure exists. Such
reserves are adjusted for managements best estimate of warranty obligations based on current and
historical trends. The change in the carrying amount of product warranty reserves for the years
ended December 31, 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Balance at January 1 |
|
$ |
10 |
|
|
$ |
177 |
|
|
$ |
202 |
|
Additions charged to costs |
|
|
82 |
|
|
|
26 |
|
|
|
53 |
|
Deductions |
|
|
(10 |
) |
|
|
(204 |
) |
|
|
(78 |
) |
Currency translation |
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31 |
|
$ |
82 |
|
|
$ |
10 |
|
|
$ |
177 |
|
|
|
|
|
|
|
|
|
|
|
Legal proceedings
From time to time, the Company may be subject to litigation incidental to its business. The
Company is not a party to any pending legal proceedings that the Company believes would,
individually or in the aggregate, have a material adverse effect on its financial condition,
results of operations or cash flows.
Share Retirements
During 2006, the Company retired 529,050 shares of common stock that had been previously held
as treasury shares.
Note C Pension Plans
Domestic hourly employees of the Company who meet specific requirements as to age and service
are covered by a defined benefit pension plan. The Company uses a December 31 measurement date for
its plan.
Net periodic benefit cost for the Companys domestic plan consists of the following components
for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
793 |
|
|
$ |
719 |
|
|
$ |
560 |
|
Interest cost |
|
|
901 |
|
|
|
808 |
|
|
|
701 |
|
Expected return on plan assets |
|
|
(872 |
) |
|
|
(751 |
) |
|
|
(614 |
) |
Recognized net actuarial loss |
|
|
214 |
|
|
|
204 |
|
|
|
107 |
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
1,036 |
|
|
$ |
980 |
|
|
$ |
754 |
|
|
|
|
|
|
|
|
|
|
|
The following tables set forth benefit obligations, assets and the accrued benefit cost of the
Companys domestic defined benefit plan at December 31:
41
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of the year |
|
$ |
15,957 |
|
|
$ |
13,534 |
|
Service cost |
|
|
793 |
|
|
|
719 |
|
Interest cost |
|
|
901 |
|
|
|
808 |
|
Actuarial (gain) loss |
|
|
(922 |
) |
|
|
1,168 |
|
Benefits paid |
|
|
(319 |
) |
|
|
(272 |
) |
|
|
|
|
|
|
|
Projected benefit obligation at end of year |
|
$ |
16,410 |
|
|
$ |
15,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of the year |
|
$ |
11,122 |
|
|
$ |
9,983 |
|
Actual return on plan assets |
|
|
972 |
|
|
|
429 |
|
Employer contributions |
|
|
653 |
|
|
|
982 |
|
Benefits paid |
|
|
(319 |
) |
|
|
(272 |
) |
|
|
|
|
|
|
|
Fair value of plan assets at end of the year |
|
$ |
12,428 |
|
|
$ |
11,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligations in excess of plan assets |
|
|
($3,982 |
) |
|
|
($4,835 |
) |
Unrecognized net loss |
|
|
3,681 |
|
|
|
4,917 |
|
Minimum pension liability |
|
|
|
|
|
|
(1,161 |
) |
|
|
|
|
|
|
|
Accrued benefit cost |
|
|
(301 |
) |
|
|
($1,079 |
) |
|
|
|
|
|
|
|
|
Adjustment to accumulated other
comprehensive loss for unrecognized net loss |
|
|
(3,681 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded pension obligation |
|
|
($3,982 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
The domestic defined benefit pension plan with accumulated benefit obligations in excess of
plan assets was:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
Projected benefit obligation |
|
$ |
16,410 |
|
|
$ |
15,957 |
|
Accumulated benefit obligation |
|
|
12,488 |
|
|
|
12,201 |
|
Fair market value of assets |
|
|
12,428 |
|
|
|
11,122 |
|
Weighted-average assumptions used to determine benefit obligations at December 31 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
Discount rate |
|
|
6.00 |
% |
|
|
5.75 |
% |
Rate of compensation increase |
|
|
3.50 |
|
|
|
3.50 |
|
Weighted-average assumptions used to determine net periodic benefit cost for the years ended
December 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
Discount rate |
|
|
5.75 |
% |
|
|
5.75 |
% |
|
|
6.25 |
% |
Rate of compensation increase |
|
|
3.50 |
|
|
|
3.50 |
|
|
|
3.50 |
|
Expected long-term return on plan assets |
|
|
8.00 |
|
|
|
8.00 |
|
|
|
7.50 |
|
The net periodic pension cost for 2006 was based on a long-term asset rate of return of 8.0%.
This rate is based upon managements estimate of future long-term rates of return on similar assets
and is consistent with historical returns on such assets.
42
The Companys pension plan weighted-average asset allocations at December 31, 2006 and 2005,
by asset category, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Plan assets |
|
|
at December 31 |
Asset category |
|
2006 |
|
2005 |
Equity securities |
|
|
65.0 |
% |
|
|
59.1 |
% |
Debt securities |
|
|
32.6 |
|
|
|
39.4 |
|
Cash and equivalents |
|
|
2.4 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
Management seeks to maximize the long-term total return of financial assets consistent with
the fiduciary standards of ERISA. The ability to achieve these returns is dependent upon the need
to accept moderate risk to achieve long-term capital appreciation.
In recognition of the expected returns and volatility from financial assets, retirement plan
assets are invested in the following ranges with the target allocation noted:
|
|
|
|
|
|
|
|
|
|
|
Range |
|
Target |
Equities |
|
|
30-80 |
% |
|
|
60 |
% |
Fixed Income |
|
|
20-70 |
% |
|
|
40 |
% |
Cash Equivalents |
|
|
0-10 |
% |
|
|
|
|
Investment in these markets is projected to provide performance consistent with expected
long-term returns with appropriate diversification.
The Companys policy is to fund amounts deductible for federal income tax purposes. The
Company expects to contribute $.5 million to its pension plan in 2007.
The benefits expected to be paid out of the plan assets in each of the next five years and the
aggregate benefits expected to be paid for the subsequent five years are as follows:
|
|
|
|
|
Year |
|
Pension Benefits |
2007 |
|
$ |
323 |
|
2008 |
|
|
380 |
|
2009 |
|
|
428 |
|
2010 |
|
|
461 |
|
2011 |
|
|
503 |
|
2012-2016 |
|
|
3,598 |
|
Because this is the first disclosure under SFAS No. 158, the charge to other comprehensive
income is the full unrecognized net loss of $3.7 million pre-tax, or $2.3 million net of tax. The
estimated net loss for the defined benefit pension plan that will be amortized from accumulated
other comprehensive income into periodic benefit cost for 2007 is $.1 million. There is no prior
service cost to be amortized in the future.
The incremental effect of applying FASB Statement No. 158 on individual line items in the
statement of financial position is as follows:
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
Before Application |
|
|
|
|
|
After Application |
|
|
of Statement 158 |
|
Adjustment |
|
of Statement 158 |
Deferred income taxes |
|
$ |
3,790 |
|
|
$ |
1,355 |
|
|
$ |
5,145 |
|
Total assets |
|
|
169,608 |
|
|
|
1,355 |
|
|
|
170,963 |
|
Unfunded pension obligation |
|
|
301 |
|
|
|
3,681 |
|
|
|
3,982 |
|
Accumulated other comprehensive loss |
|
|
(10,758 |
) |
|
|
(2,326 |
) |
|
|
(13,084 |
) |
Total shareholders equity |
|
|
133,259 |
|
|
|
(2,326 |
) |
|
|
130,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
|
169,608 |
|
|
|
1,355 |
|
|
|
170,963 |
|
Expense for defined contribution plans was $3.7 million in 2006, $3 million in 2005, and $2.8
million in 2004.
Note D Debt and Credit Arrangements
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
Short-term debt |
|
|
|
|
|
|
|
|
Secured Notes |
|
|
|
|
|
|
|
|
Chinese Rmb denominated at 5.4% in 2006 (5.58% in 2005) |
|
$ |
385 |
|
|
$ |
496 |
|
Thailand Baht denominated at 6.08% in 2006 (6.15% in 2005) |
|
|
3,353 |
|
|
|
660 |
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
|
2,157 |
|
|
|
4,806 |
|
|
|
|
|
|
|
|
Total short-term debt |
|
|
5,895 |
|
|
|
5,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
|
|
|
Australian dollar denominated term loans (A$4,967),
at 5.83 to 6.54% (5.56 to 5.88% in 2005), due 2008 and 2013, secured
by land and building |
|
|
3,910 |
|
|
|
2,730 |
|
Australian dollar denominated term loans (A$2,594)
at 6.50 to 7.00% in 2005, due 2006 |
|
|
|
|
|
|
1,889 |
|
Australian dollar denominated capital loan (A$1,137) at 6.80%
(6.80% in 2005), due 2007 and 2009 |
|
|
451 |
|
|
|
285 |
|
Brazilian Reais denominated term loan (R$848)
at 15.30% in 2005, due 2006 |
|
|
|
|
|
|
24 |
|
|
|
|
|
|
|
|
Total long-term debt |
|
|
4,361 |
|
|
|
4,928 |
|
Less current portion |
|
|
(2,157 |
) |
|
|
(4,806 |
) |
|
|
|
|
|
|
|
|
|
|
2,204 |
|
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
8,099 |
|
|
$ |
6,084 |
|
|
|
|
|
|
|
|
A domestic revolving credit agreement makes $20 million available to the Company at an
interest rate of money market plus .875%. At December 31, 2006, the interest rate on the revolving
credit agreement was 6.1875%. However, there was no debt outstanding at December 31, 2006 on the
revolving credit agreement. The Company paid less than $.1 million in commitment fees on the
revolving credit agreement during 2006. The revolving credit agreement contains, among other
provisions, requirements for maintaining levels of working capital, net worth and profitability.
At December 31, 2006, the Company was in compliance with these covenants.
Aggregate maturities of long-term debt during the next five years are as follows: $2.2 million
for 2007, $.8 million for 2008, $.4 million for 2009, $.3 million for 2010 and 2011.
Interest paid was $.5 million in 2006 and $.4 million in 2005 and 2004.
44
Note E Leases
The Company has commitments under operating leases primarily for office and manufacturing
space, transportation equipment, office equipment and computer equipment. Rental expense was $1.3
million in 2006 and 2005, and $1.2 million in 2004. Future minimum rental commitments having
non-cancelable terms exceeding one year are $1 million in 2007, $.9 million in 2008 and 2009, $.8
million in 2010 and 2011, and an aggregate $11.3 million thereafter. One such lease is for the
Companys aircraft with a lease commitment through April 2012. Under the terms of the lease, the
Company maintains the risk to make up a deficiency from market value attributable to damage,
extraordinary wear and tear, excess air hours or exceeding maintenance overhaul schedules required
by the Federal Aviation Administration. At the present time, the Company does not believe it has
incurred any obligation for any contingent rent under the lease.
The Company has commitments under capital leases for equipment. Future minimum rental
commitments for capital leases are $.3 million in 2007, $.2 million in 2008, and less than $.1
million thereafter. The imputed interest for the capital leases is less than $.1 million.
Note F Income Taxes
The provision for income taxes is based upon income before tax and equity in net income of
joint ventures for financial reporting purposes. Deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences between the tax basis
of assets and liabilities and their carrying value for financial statement purposes. In estimating
future tax consequences, the Company considers anticipated future events, except changes in tax
laws or rates, which are recognized when enacted.
The components of income tax expense for the years ended December 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
1,361 |
|
|
$ |
3,330 |
|
|
$ |
3,084 |
|
Foreign |
|
|
4,592 |
|
|
|
3,621 |
|
|
|
2,372 |
|
State and local |
|
|
221 |
|
|
|
407 |
|
|
|
343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,174 |
|
|
|
7,358 |
|
|
|
5,799 |
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(263 |
) |
|
|
(612 |
) |
|
|
(462 |
) |
Foreign |
|
|
(365 |
) |
|
|
(234 |
) |
|
|
(66 |
) |
State and local |
|
|
(30 |
) |
|
|
8 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(658 |
) |
|
|
(838 |
) |
|
|
(531 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,516 |
|
|
$ |
6,520 |
|
|
$ |
5,268 |
|
|
|
|
|
|
|
|
|
|
|
The differences between the provision for income taxes at the U.S. statutory rate and the tax
shown in the Statements of Consolidated Operations for the years ended December 31 are summarized
as follows:
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Statutory Federal Tax Rate |
|
|
34 |
% |
|
|
35 |
% |
|
|
35 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal tax at statutory rate |
|
$ |
5,976 |
|
|
$ |
6,477 |
|
|
$ |
6,407 |
|
State and local taxes, net of federal benefit |
|
|
164 |
|
|
|
269 |
|
|
|
224 |
|
Non-deductible expenses |
|
|
109 |
|
|
|
196 |
|
|
|
141 |
|
Foreign earnings and related tax credits |
|
|
47 |
|
|
|
(521 |
) |
|
|
(147 |
) |
Non-U.S. tax rate variances |
|
|
(132 |
) |
|
|
(173 |
) |
|
|
(298 |
) |
Capital gain on the sale of foreign joint venture |
|
|
|
|
|
|
|
|
|
|
(173 |
) |
Valuation allowance |
|
|
(527 |
) |
|
|
343 |
|
|
|
(759 |
) |
Tax credits |
|
|
(168 |
) |
|
|
(175 |
) |
|
|
(168 |
) |
Other, net |
|
|
47 |
|
|
|
104 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,516 |
|
|
$ |
6,520 |
|
|
$ |
5,268 |
|
|
|
|
|
|
|
|
|
|
|
The tax effects of temporary differences that give rise to significant portions of the
Companys deferred tax assets (liabilities) at December 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Accrued compensation and benefits |
|
$ |
1,033 |
|
|
$ |
1,073 |
|
Depreciation and other basis differences |
|
|
445 |
|
|
|
716 |
|
Inventory valuation reserves |
|
|
1,543 |
|
|
|
1,234 |
|
Allowance for doubtful accounts |
|
|
207 |
|
|
|
166 |
|
Benefit plans reserves |
|
|
1,611 |
|
|
|
632 |
|
Foreign tax credits |
|
|
4,235 |
|
|
|
4,364 |
|
NOL carryforwards |
|
|
648 |
|
|
|
694 |
|
Other accrued expenses |
|
|
1,158 |
|
|
|
943 |
|
|
|
|
|
|
|
|
Gross deferred tax assets |
|
|
10,880 |
|
|
|
9,822 |
|
Valuation allowance |
|
|
(2,119 |
) |
|
|
(2,646 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
|
8,761 |
|
|
|
7,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Depreciation and other basis differences |
|
|
(1,128 |
) |
|
|
(1,104 |
) |
Undistributed foreign earnings |
|
|
(81 |
) |
|
|
|
|
Inventory |
|
|
(89 |
) |
|
|
(133 |
) |
Prepaid expenses |
|
|
(96 |
) |
|
|
(123 |
) |
Other |
|
|
(22 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
Net deferred tax liabilities |
|
|
(1,416 |
) |
|
|
(1,403 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
7,345 |
|
|
$ |
5,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Change in net deferred tax assets: |
|
|
|
|
|
|
|
|
Deferred income tax benefit |
|
$ |
658 |
|
|
$ |
838 |
|
Items of other comprehensive income |
|
|
914 |
|
|
|
182 |
|
|
|
|
|
|
|
|
Total change in net deferred tax assets |
|
$ |
1,572 |
|
|
$ |
1,020 |
|
|
|
|
|
|
|
|
Deferred taxes are recognized at currently enacted tax rates for temporary differences between
the financial reporting and income tax bases of assets and liabilities and operating loss and tax
credit carryforwards.
At December 31, 2006, the Company had $4.2 million of foreign tax credit carryforwards that
will expire in 2014. At December 31, 2006, the Company had $.4 million state and $.2 million
foreign operating loss
46
carryforwards, which will expire in 2009 through 2021. The Company has
established a valuation allowance to record its deferred tax assets at an amount that is more
likely than not to be realized. The valuation allowance of $2.1 million at December 31, 2006,
relates to foreign tax credits and loss carryforwards that may expire before being realized. The
net reduction in the valuation allowance was $.5 million in 2006 due to changes in the computation
of useable foreign tax credits. The changes in the computation are related to increases in
expected foreign source royalty income which results in an improvement in the estimate of future
utilization of foreign tax credit carryforwards and, therefore, a reduction in the valuation
allowance. In 2005, the net increase in the valuation allowance was $.3 million, resulting from a
$1.2 million increase in foreign tax credits available, a net increase of the valuation allowance
of $.2 million for other activity, and a $1.1 million decrease due to a reassessment of utilizable
foreign tax credits.
As of December 31, 2006, the Company has established a deferred tax liability of $.1 million
associated with its plans to repatriate approximately $2.4 million of its undistributed foreign
earnings. Upon repatriation, the associated U.S. income taxes will be fully offset by foreign tax
credit carryforwards. The Company has not provided for U.S. income taxes or foreign witholding
taxes on the remaining undistributed earnings of its foreign subsidiaries, which are considered to
be permanently reinvested. The amount of such earnings is approximately $47.5 million at December
31, 2006. These earnings would be taxable upon the sale or liquidation of these foreign
subsidiaries, or upon the remittance of dividends. While the measurement of the unrecognized U.S.
income taxes with respect to these earnings is not practicable, foreign tax credits would be
available to offset some or all of any portion of such earnings that are remitted as dividends.
In accordance with the applicable tax laws in China, the Company was entitled to a
preferential tax rate of 0% for the first two profit making years after utilization of any tax loss
carryforwards, which may be carried forward for five years; and a 50% tax reduction for the
succeeding three years beginning in 2003. The favorable aggregate tax and per share effect was less
than $.1 million, or less than $.01 per share, for 2005 and 2004.
Income taxes paid, net of refunds, were approximately $5.3 million in 2006, $7.6 million in
2005, and $7.3 million in 2004.
Note G -Stock Options
The 1999 Stock Option Plan (the Plan) permits the grant of 300,000 options to buy common
shares of the Company to certain employees at not less than fair market value of the shares on the
date of grant. At December 31, 2006 there were 42,000 shares remaining available for issuance
under the Plan. Options issued to date under the Plan vest 50% after one year following the date
of the grant, 75% after two years, and 100% after three years and expire from five to ten years
from the date of grant. Shares issued as a result of stock option exercises will be funded with
the issuance of new shares.
Effective January 1, 2006, the Company adopted SFAS No. 123 (Revised 2004), Share-Based
Payment (SFAS No. 123R). SFAS No. 123R requires the Company to recognize compensation expense for
share-based payment awards measured at fair value. The Company adopted the
modified-prospective-transition method and accordingly has not restated amounts in prior periods.
The Company has elected to use the simplified method of calculating the expected term of the stock
options and historical volatility to compute fair value under the Black-Scholes option-pricing
model. The risk free rate for periods within the contractual life of the option is based on the
U.S. zero coupon Treasury yield in effect at the time of grant. Forfeitures have been estimated to
be zero.
There were no options granted for the year ended December 31, 2006. The fair values for the
stock options granted in 2005 and 2004 were estimated at the date of grant using the Black-Scholes
option-pricing model with the following weighted average assumptions:
47
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2004 |
Risk-free interest rate |
|
|
4.1 |
% |
|
|
3.5 |
% |
Dividend yield |
|
|
3.4 |
% |
|
|
4.6 |
% |
Expected life |
|
9 years |
|
10 years |
Expected volatility |
|
|
38.8 |
% |
|
|
38.9 |
% |
Activity in the Companys stock option plan for the year ended December 31, 2006 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
Weighted Average |
|
Remaining |
|
|
|
|
|
|
|
|
Exercise Price per |
|
Contractual Term |
|
Aggregate Intrinsic |
|
|
Number of Shares |
|
Share |
|
(Years) |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 1, 2006 |
|
|
140,742 |
|
|
$ |
22.82 |
|
|
|
7.0 |
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(9,931 |
) |
|
$ |
14.88 |
|
|
|
|
|
|
$ |
223 |
|
Forfeited or expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding (vested and expected
to vest) at December 31, 2006 |
|
|
130,811 |
|
|
$ |
23.43 |
|
|
|
6.2 |
|
|
$ |
1,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
102,811 |
|
|
$ |
20.72 |
|
|
|
5.6 |
|
|
$ |
1,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average grant-date fair value of options granted during 2005 and 2004 was
$12.19 and $5.88, respectively. The total intrinsic value of stock options exercised during the
years ended December 31, 2006, 2005 and 2004 was $.2 million, $.9 million, and less than $.1
million, respectively. The total fair value of stock options vested during the years ended
December 31, 2006, 2005 and 2004 was $.3 million, $.1 million, and $.1 million, respectively.
For the year ended December 31, 2006 the Company recorded compensation expense related to the
stock options currently vesting, reducing income before taxes and net income by $.2 million. The
impact on earnings per share was a reduction of $.04 per share, basic and diluted. The total
compensation cost related to nonvested awards not yet recognized is expected to be a combined total
of $.2 million over a weighted-average period of 1.5 years.
Activity for nonvested stock options for the year ended December 31, 2006 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- Average |
|
|
|
|
|
|
Grant- Date Fair |
|
|
Number of Shares |
|
Value per Share |
|
|
|
|
|
|
|
|
|
Nonvested at January 1, 2006 |
|
|
62,500 |
|
|
$ |
9.77 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
(34,500 |
) |
|
$ |
9.08 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2006 |
|
|
28,000 |
|
|
$ |
10.61 |
|
|
|
|
|
|
|
|
|
|
48
Note H Computation of Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
In thousands, except per share data |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,060 |
|
|
$ |
11,986 |
|
|
$ |
13,037 |
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
Determination of shares |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
5,611 |
|
|
|
5,725 |
|
|
|
5,732 |
|
Dilutive effect employee stock options |
|
|
49 |
|
|
|
58 |
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding |
|
|
5,660 |
|
|
|
5,783 |
|
|
|
5,789 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.15 |
|
|
$ |
2.09 |
|
|
$ |
2.27 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
2.13 |
|
|
$ |
2.07 |
|
|
$ |
2.25 |
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, 2006 and 2005, 18,000 stock options were excluded from the
calculation of diluted earnings per share due to the average market price being lower than the
exercise price, and the result would have been anti-dilutive. For the year ended December 31,
2004, no stock options were excluded from the calculation of earnings per share due to the average
market price being greater than the exercise price.
Note I Goodwill and Other Intangibles (As Restated, See Note J)
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
2,726 |
|
|
$ |
2,578 |
|
Less accumulated amortization |
|
|
560 |
|
|
|
560 |
|
|
|
|
|
|
|
|
|
|
$ |
2,166 |
|
|
$ |
2,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets- primarily patents |
|
$ |
5,026 |
|
|
$ |
5,026 |
|
Less accumulated amortization |
|
|
2,480 |
|
|
|
2,155 |
|
|
|
|
|
|
|
|
|
|
$ |
2,546 |
|
|
$ |
2,871 |
|
|
|
|
|
|
|
|
The Company performed its annual impairment test for goodwill pursuant to SFAS No. 142,
Goodwill and Other Intangible Assets as of January 1, 2006, 2005, and 2004, and had determined
that no adjustment to the carrying value of goodwill was required. The aggregate amortization
expense for other intangibles with finite lives, ranging from 10 to 17 years, was $.3 million for
the year ended December 31, 2006, and $.4 million for the years ended December 31, 2005 and 2004.
Amortization expense is estimated to be $.3 million for 2007, 2008, 2009, 2010 and 2011.
The Companys only intangible asset with an indefinite life is goodwill. The changes in the
carrying amount of goodwill by segment for the years ended December 31, 2006 and 2005, is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia |
|
|
South Africa |
|
|
All Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2005 |
|
$ |
257 |
|
|
$ |
68 |
|
|
$ |
1,805 |
|
|
$ |
2,130 |
|
Curency translation |
|
|
|
|
|
|
(7 |
) |
|
|
(105 |
) |
|
|
(112 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005 |
|
$ |
257 |
|
|
$ |
61 |
|
|
$ |
1,700 |
|
|
$ |
2,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curency translation |
|
|
|
|
|
|
(6 |
) |
|
|
154 |
|
|
|
148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006 |
|
$ |
257 |
|
|
$ |
55 |
|
|
$ |
1,854 |
|
|
$ |
2,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49
Note J Segment Information (As Restated)
The Company designs, manufactures and sells hardware employed in the construction and
maintenance of telecommunication, energy and other utility networks and data communication
products. Principal products include cable anchoring and control hardware, splice enclosures and
devices which are sold primarily to customers in North and South America, Europe, South Africa and
Asia Pacific.
Subsequent to the year ended December 31, 2006, the Company completed a re-assessment of its
operations and reporting structures. As a result of this assessment the Company has restated and
will now report seven reportable segments. Consequently, the Companys segment disclosures have
been restated from the two reportable segments (Domestic and Foreign) that were previously
reported. The international segments have been determined based on results of operations as
reported by location. The domestic segments have been determined based upon the end use of
products. The reportable segments are PLP-USA, SMP, Australia, Brazil, South Africa, Canada, and
All Other. The PLP-USA segment is comprised of the U.S. operations supporting primarily the
Companys domestic energy and telecommunications products and was previously part of the domestic
segment. The SMP segment is comprised of the U.S. operations supporting the Companys data
communication products and was previously part of the domestic segment. The Australia segment is
comprised of the Companys operation in Australia producing and selling the Companys energy and
telecommunications products and was previously part of the foreign segment. The Brazil, South
Africa and Canada segments are comprised of the manufacturing and sales operations from those
locations which meet at least one of the criteria of a reportable segment and were previously part
of the foreign segment. The remaining foreign operations, including the Companys operation in
Australia producing and selling data communication products, that were previously part of the
foreign segment are included in the All Other segment because none of these operations meet the
criteria for a reportable segment and individually represent less than 10% of combined net sales,
consolidated net income, or consolidated assets.
The accounting policies of the operating segments are the same as those described in Note A in
the Notes To Consolidated Financial Statements. The Company evaluates performance based on net
income. No single customer accounts for more than ten percent of the Companys consolidated
revenues. It is not practical to present revenues by product line. U.S. net sales for the years
ended December 31, 2006, 2005 and 2004 were $111.4 million, $115.3 million and $107.1 million.
U.S. long lived assets as of December 31, 2006 and 2005 were $32.4 million and $32 million. The
two Australia operations net sales for the years ended December 31, 2006, 2005 and 2004 were $25.9
million, $22.6 million and $19.6 million. The two Australia operations long lived assets as of
December 31, 2006 and 2005 were $10.6 million and $9.4 million.
The following table presents a summary of the Companys reportable segments for the years
ended December 31, 2006, 2005 and 2004. Current year and prior year amounts have been restated to
reflect the seven reportable segments.
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
91,412 |
|
|
$ |
95,776 |
|
|
$ |
89,473 |
|
SMP |
|
|
20,027 |
|
|
|
19,572 |
|
|
|
17,597 |
|
Australia |
|
|
16,207 |
|
|
|
12,946 |
|
|
|
11,215 |
|
Brazil |
|
|
20,990 |
|
|
|
16,510 |
|
|
|
9,529 |
|
South Africa |
|
|
8,244 |
|
|
|
7,319 |
|
|
|
5,385 |
|
Canada |
|
|
9,824 |
|
|
|
9,027 |
|
|
|
7,746 |
|
All Other |
|
|
50,233 |
|
|
|
44,654 |
|
|
|
42,167 |
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
216,937 |
|
|
$ |
205,804 |
|
|
$ |
183,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
5,238 |
|
|
$ |
5,770 |
|
|
$ |
5,392 |
|
SMP |
|
|
492 |
|
|
|
504 |
|
|
|
501 |
|
Australia |
|
|
288 |
|
|
|
205 |
|
|
|
2,496 |
|
Brazil |
|
|
1,126 |
|
|
|
1,023 |
|
|
|
1,455 |
|
South Africa |
|
|
417 |
|
|
|
318 |
|
|
|
269 |
|
Canada |
|
|
355 |
|
|
|
279 |
|
|
|
262 |
|
All Other |
|
|
5,840 |
|
|
|
3,919 |
|
|
|
2,242 |
|
|
|
|
|
|
|
|
|
|
|
Total intersegment sales |
|
$ |
13,756 |
|
|
$ |
12,018 |
|
|
$ |
12,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
889 |
|
|
$ |
562 |
|
|
$ |
140 |
|
SMP |
|
|
38 |
|
|
|
|
|
|
|
|
|
Australia |
|
|
18 |
|
|
|
11 |
|
|
|
20 |
|
Brazil |
|
|
215 |
|
|
|
100 |
|
|
|
72 |
|
South Africa |
|
|
51 |
|
|
|
44 |
|
|
|
60 |
|
Canada |
|
|
172 |
|
|
|
99 |
|
|
|
105 |
|
All Other |
|
|
111 |
|
|
|
287 |
|
|
|
299 |
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
$ |
1,494 |
|
|
$ |
1,103 |
|
|
$ |
696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
(31 |
) |
|
$ |
(43 |
) |
|
$ |
(39 |
) |
SMP |
|
|
|
|
|
|
|
|
|
|
|
|
Australia |
|
|
(112 |
) |
|
|
(94 |
) |
|
|
(215 |
) |
Brazil |
|
|
(5 |
) |
|
|
(25 |
) |
|
|
(22 |
) |
South Africa |
|
|
(9 |
) |
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
|
(407 |
) |
|
|
(217 |
) |
|
|
(153 |
) |
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
$ |
(564 |
) |
|
$ |
(379 |
) |
|
$ |
(429 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
1,429 |
|
|
$ |
3,175 |
|
|
$ |
2,611 |
|
SMP |
|
|
185 |
|
|
|
425 |
|
|
|
1,623 |
|
Australia |
|
|
396 |
|
|
|
219 |
|
|
|
204 |
|
Brazil |
|
|
576 |
|
|
|
211 |
|
|
|
84 |
|
South Africa |
|
|
546 |
|
|
|
790 |
|
|
|
316 |
|
Canada |
|
|
901 |
|
|
|
796 |
|
|
|
674 |
|
All Other |
|
|
1,483 |
|
|
|
904 |
|
|
|
(244 |
) |
|
|
|
|
|
|
|
|
|
|
Total income taxes |
|
$ |
5,516 |
|
|
$ |
6,520 |
|
|
$ |
5,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
3,877 |
|
|
$ |
4,873 |
|
|
$ |
7,740 |
|
SMP |
|
|
276 |
|
|
|
860 |
|
|
|
(920 |
) |
Australia |
|
|
843 |
|
|
|
562 |
|
|
|
570 |
|
Brazil |
|
|
924 |
|
|
|
560 |
|
|
|
158 |
|
South Africa |
|
|
1,319 |
|
|
|
1,137 |
|
|
|
758 |
|
Canada |
|
|
1,693 |
|
|
|
1,691 |
|
|
|
1,266 |
|
All Other |
|
|
3,128 |
|
|
|
2,303 |
|
|
|
3,465 |
|
|
|
|
|
|
|
|
|
|
|
Total net income (loss) |
|
$ |
12,060 |
|
|
$ |
11,986 |
|
|
$ |
13,037 |
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Expenditure for long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
4,974 |
|
|
$ |
3,590 |
|
|
$ |
3,433 |
|
SMP |
|
|
701 |
|
|
|
399 |
|
|
|
382 |
|
Brazil |
|
|
311 |
|
|
|
439 |
|
|
|
156 |
|
South Africa |
|
|
102 |
|
|
|
77 |
|
|
|
35 |
|
Canada |
|
|
1 |
|
|
|
20 |
|
|
|
13 |
|
All Other |
|
|
4,109 |
|
|
|
3,212 |
|
|
|
2,168 |
|
|
|
|
|
|
|
|
|
|
|
Total expenditures for long-lived assets |
|
$ |
10,198 |
|
|
$ |
7,737 |
|
|
$ |
6,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
4,141 |
|
|
$ |
3,554 |
|
|
$ |
3,768 |
|
SMP |
|
|
798 |
|
|
|
1,106 |
|
|
|
1,345 |
|
Brazil |
|
|
565 |
|
|
|
574 |
|
|
|
439 |
|
South Africa |
|
|
72 |
|
|
|
80 |
|
|
|
87 |
|
Canada |
|
|
123 |
|
|
|
201 |
|
|
|
195 |
|
All Other |
|
|
1,839 |
|
|
|
1,699 |
|
|
|
1,551 |
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and amortization |
|
$ |
7,538 |
|
|
$ |
7,214 |
|
|
$ |
7,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets |
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
73,116 |
|
|
$ |
80,481 |
|
|
|
|
|
SMP |
|
|
12,809 |
|
|
|
12,651 |
|
|
|
|
|
Brazil |
|
|
12,161 |
|
|
|
12,264 |
|
|
|
|
|
South Africa |
|
|
4,103 |
|
|
|
3,149 |
|
|
|
|
|
Canada |
|
|
6,637 |
|
|
|
8,555 |
|
|
|
|
|
All Other |
|
|
62,137 |
|
|
|
51,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total identifiable assets |
|
$ |
170,963 |
|
|
$ |
168,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
PLP-USA |
|
$ |
27,712 |
|
|
$ |
27,241 |
|
|
|
|
|
SMP |
|
|
4,665 |
|
|
|
4,762 |
|
|
|
|
|
Brazil |
|
|
2,974 |
|
|
|
2,810 |
|
|
|
|
|
South Africa |
|
|
498 |
|
|
|
499 |
|
|
|
|
|
Canada |
|
|
1,686 |
|
|
|
1,791 |
|
|
|
|
|
All Other |
|
|
22,747 |
|
|
|
18,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-lived assets |
|
$ |
60,282 |
|
|
$ |
56,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys Australia reportable segment activity for expenditure for long-lived assets,
depreciation and amortization, identifiable assets and long-lived assets for the periods ended
December 31, 2006, 2005 and 2004 has been included in All Other because the information is not
seperately maintained.
Transfers between geographic areas are above cost and consistent with rules and regulations of
governing tax authorities.
Note K Related Party Transactions
The Company, upon the approval of the Audit Committee of the Board of Directors, purchased
from the estate of Jon R. Ruhlman Lot 61 at the Champions Golf and Country Club in Rogers,
Arkansas, at a price of $275,000. The price was determined based on the appraisal of Lot 61 and
the fair market price in which the Company had sold a comparable lot. The Company owned four other
lots in this development and considered Lot 61 more attractive than any of the lots owned by the
Company, which are listed for resale. Jon R. Ruhlman was the previous Chairman of the Companys
Board of Directors and the late husband of Barbara P. Ruhlman and late father of Robert G. Ruhlman
and Randall M. Ruhlman, all of whom are members of the Board of Directors. The purchase
52
was consummated pursuant to an Agreement of Purchase and Sale between the Company and Estate of Jon
R. Ruhlman and Mrs. Ruhlman, Executrix, dated January 30, 2006.
On September 8, 2006, the Company, upon the approval of the Audit Committee of the Board of
Directors and the Board of Directors, purchased 365,311 Common Shares of the Company from Barbara
P. Ruhlman at a price per share of $31.48. The Audit Committee, which is comprised solely of
independent directors, acted as a special committee of the Board of Directors in connection with
the review of the transaction with Mrs. Ruhlman. In connection with its review, the Audit
Committee engaged an investment banking firm to serve as its financial advisor. Barbara P. Ruhlman
is a member of the Companys Board of Directors and the mother of Robert G. Ruhlman and Randall M.
Ruhlman, both of whom are also members of the Board of Directors. The purchase was consummated
pursuant to a Shares Purchase Agreement between the Company and Mrs. Ruhlman, as trustee, under
trust agreement dated February 16, 1985, dated September 9, 2006.
The Company is a sponsor of Ruhlman Motorsports. Ruhlman Motorsports is owned by Randall M.
Ruhlman, a director of the Company, and by his wife. In 2006, 2005 and 2004 the Company paid
sponsorship fees of $950,000, $658,000, and $658,000, respectively, to Ruhlman Motorsports. In
addition, in 2005 and 2004 the Companys Canadian subsidiary, Preformed Line Products (Canada)
Ltd., paid $101,000, and $106,000, respectively, to Ruhlman Motorsports in sponsorship fees.
Note L Investment in Foreign Joint Venture
During the third quarter of 2004 the Company sold its 49% ownership minority interest in its
joint venture, Japan PLP Co. Ltd., which had been accounted for by the equity method. Proceeds of
the sale were approximately $1.9 million, and the transaction resulted in a pretax gain of $2.3
million, which included the reversal of $1.7 million in cumulative translation adjustment related
to the equity investment. The entire amount of the proceeds was taxable resulting in a tax of $.6
million and therefore reduced the gain to $1.7 million after-tax. Dividends received from this
joint venture totaled $2.1 million in 2004.
Summarized financial information for the Companys equity-basis investment in Japan PLP Co.
Ltd. was as follows for the year ended March 31, 2004:
|
|
|
|
|
Income statement information: |
|
|
|
|
Revenues |
|
$ |
11,448 |
|
Gross profit |
|
|
4,042 |
|
Operating income |
|
|
1,245 |
|
Net income |
|
|
693 |
|
|
|
|
|
|
Financial position information: |
|
|
|
|
Current assets |
|
|
7,253 |
|
Noncurrent assets |
|
|
4,355 |
|
Current liabilities |
|
|
3,118 |
|
Noncurrent liabilities |
|
|
1,719 |
|
Net worth |
|
|
6,771 |
|
53
Note M Quarterly Financial Information (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended |
|
|
March 31 |
|
June 30 |
|
September 30 |
|
December 31 |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
52,635 |
|
|
$ |
56,098 |
|
|
$ |
56,439 |
|
|
$ |
51,765 |
|
Gross profit |
|
|
16,471 |
|
|
|
18,446 |
|
|
|
18,762 |
|
|
|
16,126 |
|
Income before income taxes |
|
|
3,579 |
|
|
|
5,385 |
|
|
|
6,021 |
|
|
|
2,591 |
|
Net income |
|
|
2,484 |
|
|
|
3,545 |
|
|
|
3,999 |
|
|
|
2,032 |
|
Net income per share, basic |
|
|
0.43 |
|
|
|
0.62 |
|
|
|
0.71 |
|
|
|
0.38 |
|
Net income per share, diluted |
|
|
0.43 |
|
|
|
0.61 |
|
|
|
0.70 |
|
|
|
0.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
50,772 |
|
|
$ |
52,692 |
|
|
$ |
55,614 |
|
|
$ |
46,726 |
|
Gross profit |
|
|
16,627 |
|
|
|
17,417 |
|
|
|
19,259 |
|
|
|
14,117 |
|
Income before income taxes |
|
|
5,271 |
|
|
|
5,477 |
|
|
|
6,708 |
|
|
|
1,050 |
|
Net income |
|
|
3,228 |
|
|
|
3,696 |
|
|
|
4,179 |
|
|
|
883 |
|
Net income per share, basic |
|
|
0.56 |
|
|
|
0.65 |
|
|
|
0.73 |
|
|
|
0.15 |
|
Net income per share, diluted |
|
|
0.56 |
|
|
|
0.64 |
|
|
|
0.72 |
|
|
|
0.15 |
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Background of Restatement
Subsequent to the filing of our Annual Report on Form 10-K for the year ended December 31,
2006 and in response to a comment raised by the Staff of the Securities and Exchange Commission, we
determined that our previously issued financial statements should be restated to expand the
Companys segment disclosures. The restatement is further discussed in Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K/A and in
Note J contained in the Notes To Consolidated Financial Statements in Item 8 Financial
Statements and Supplementary Data of this Form 10-K/A.
The restatement of the Companys segment information contained in the Notes To Consolidated
Financial Statements has no effect on the Companys financial position, results of operations and
cash flows.
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our
management, including the Chief Executive Officer and Vice President of Finance and Treasurer, of
the effectiveness of the Companys disclosure controls and procedures (as defined in Securities and
Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of December 31, 2006 in connection with the
original filing of the Form 10-K on March 15, 2007. Based on that evaluation, the Companys
management including the Chief Executive Officer and Vice President of Finance and Treasurer,
concluded that the Companys disclosure controls and procedures were effective as of December 31,
2006.
Subsequent to the evaluation made in connection with the filing of our Form 10-K for the year
ended December 31, 2006 and in connection with the restatement and the filing of this Form 10-K/A,
our management, including the Chief Executive Officer and Vice President of Finance and Treasurer,
reevaluated the effectiveness of the design and operation of the Companys disclosure controls and
procedures and concluded that, because of the material weakness identified in internal control over
financial reporting as discussed below, the Companys disclosure controls and procedures were not
effective as of December 31, 2006.
54
Managements Report on Internal Control Over Financial Reporting (Restated)
The management of the Company is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)
and 15d-15(f). The Companys internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and preparation of
the consolidated financial statements in accordance with generally accepted accounting principles.
Because of inherent limitations, internal control over financial reporting may not prevent or
detect misstatements and even when determined to be effective, can only provide reasonable
assurance with respect to financial statement preparation and presentation.
Management, with the participation of the Companys principal executive officer and principal
financial officer, assessed the effectiveness of the Companys internal control over financial
reporting as of December 31, 2006. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control Integrated Framework.
In connection with the filing of the original 2006 Annual Report on Form 10-K on March 15,
2007, the Companys management included Managements Report on Internal Control over Financial
Reporting therein, which expressed a conclusion that management believed that the Companys
internal control over financial reporting was effective as of December 31, 2006. As a result of
the restatement of the Companys consolidated financial statements, management has determined that,
technically, a material weakness in internal control over financial reporting existed at December
31, 2006, and based on the criteria noted above, now concludes that the Companys internal control
over financial reporting was not effective as of December 31, 2006.
A material weakness is a deficiency, or combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of
the Companys annual or interim financial statements will not be prevented or detected on a timely
basis. Management concluded that, as of December 31, 2006, a material weakness existed in the
Companys internal control over financial reporting. This conclusion is based on the Companys
recognition upon its reassessment of SFAS 131 Disclosures about Segments of an Enterprise and
Related Information that the Company did not adequately analyze the disclosure requirements and,
as a result, needed to expand its number of reportable segments from two reportable segments to
seven reportable segments.
Deloitte and Touche LLP, an independent registered public accounting firm that audited our
financial statements included in this Annual Report of Form 10-K/A, has issued an attestation
report on managements assessment of internal control over financial reporting as of December 31,
2006 (Restated), which is set forth below.
Changes in Internal Control Over Financial Reporting
There has not been any change in the Companys internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, identified in connection with the
evaluation of the Companys internal control performed during the quarter ended December 31, 2006
that materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.
Subsequent to December 31, 2006, the Companys management is taking the following steps to
remedy the material weakness in internal control over financial reporting identified above:
|
|
|
Key personnel involved in the financial reporting process are enhancing the controls by
which the SFAS No. 131 authoritative guidance is analyzed, monitored and applied on a
regular basis. |
|
|
|
|
The Company will now require the Companys Disclosure Committee to review its segment
reporting on a quarterly basis. |
55
Attestation Report of the Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Preformed Line Products Company
We have audited managements assessment, included in the accompanying Managements Report on
Internal Control Over Financial Reporting (Restated), that Preformed Line Products Company and
subsidiaries (the Company) did not maintain effective internal control over financial reporting
as of December 31, 2006, because of the effect of the material weakness identified in managements
assessment based on criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is
responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting. Our responsibility
is to express an opinion on managements assessment and an opinion on the effectiveness of the
Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinions.
A companys internal control over financial reporting is a process designed by, or under the
supervision of, the companys principal executive and principal financial officers, or persons
performing similar functions, and effected by the companys board of directors, management, and
other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may not be prevented or detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our report dated March 15, 2007, we expressed an unqualified opinion on managements assessment
that the Company maintained effective internal control over financial reporting and an unqualified
opinion on the effectiveness of internal control over financial reporting. The Company
subsequently identified a material weakness in internal control over financial reporting, which
caused its 2006 annual consolidated financial statements and 2006 interim condensed financial
statements to be restated, as described in Note J. Accordingly, management subsequently restated
its assessment about the effectiveness of the Companys internal control over financial reporting,
and our present opinion on the effectiveness of internal control over financial reporting as of
December 31, 2006 expressed herein is different from that expressed in our initial report dated
March 15, 2007.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of
the companys annual or interim financial statements will not be prevented or detected. The
following material weakness has been identified and included in
56
managements restated assessment: management did not design and maintain adequate internal
controls over the identification of operating segments, the determination of reportable segments
and the preparation and review of the associated financial statement disclosures of the related
segment information, which resulted in the restatement of the previously issued consolidated
financial statements. This material weakness was considered in determining the nature, timing and
extent of audit tests applied in our audit of the consolidated financial statements as of and for
the year ended December 31, 2006 (as restated) and this report does not affect our report on such
financial statements.
In our opinion, managements revised assessment that the Company did not maintain effective
internal control over financial reporting as of December 31, 2006, is fairly stated in all material
respects, based on the criteria established in Internal Control Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, because
of the effect of the material weakness described above on the achievement of the objectives of the
control criteria, the Company has not maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2006, based on the criteria established in
Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and financial statement schedule of
the Company as of and for the year ended December 31, 2006, and our report dated March 15, 2007
(January 4, 2008 as to the effects of the restatement discussed in Note J) expressed an
unqualified opinion on those financial statements and financial statement schedule, and included
explanatory paragraphs regarding the Companys adoption of new accounting standards and the
restatement discussed in Note J.
/s/ Deloitte & Touche LLP
Cleveland, Ohio
March 15, 2007
(January 4, 2008 as to the effects of the material weakness described in Managements Report on Internal Control Over Financial Reporting (Restated))
Item 9B. Other Information
None
Part III
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item 10 is incorporated by reference to the information under
the captions Election of Directors and Section 16(a) Beneficial Ownership Compliance in the
Companys Proxy Statement, for the Annual Meeting of Shareholders to be held April 23, 2007 (the
Proxy Statement). Information relative to executive officers of the Company is contained in Part
I of this Annual Report of Form 10-K/A. The Company has adopted a code of conduct. A copy of the
code of conduct can be obtained from our Internet site at http://www.preformed.com in our About Us
section.
Item 11. Executive Compensation
The information set forth under the caption Director and Executive Officer Compensation in
the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Other than the information required by Item 201(d) of Regulation S-K the information set forth
under the caption Security Ownership of Certain Beneficial Owners and Management in the Proxy
Statement is incorporated herein by reference. The information required by Item 201(d) of
Regulation S-K is set forth in Item 5 of this report.
57
Item 13. Certain Relationships and Related Transactions
The information set forth under the captions Transactions with Related Persons and Election
of Directors in the Proxy Statement is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information set forth under the captions Independent Auditors, Audit Fees,
Audit-Related Fees, Tax Fees and All Other Fees in the Proxy Statement is incorporated herein
by reference.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements and Schedule
|
|
|
Page |
|
Financial Statements |
|
|
|
32
|
|
Consolidated Balance Sheets |
33
|
|
Statements of Consolidated Operations |
34
|
|
Statements of Consolidated Cash Flows |
35
|
|
Statements of Consolidated Shareholders Equity |
36
|
|
Notes to Consolidated Financial Statements |
|
|
|
Page |
|
Schedule |
|
|
|
61
|
|
II Valuation and Qualifying Accounts |
58
(b) Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Exhibit |
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation (incorporated by reference to the Companys
Registration Statement on Form 10). |
|
|
|
3.2
|
|
Amended and Restated Code of Regulations of Preformed Line Products Company (incorporated by
reference to the Companys Registration Statement on Form 10). |
|
|
|
4
|
|
Description of Specimen Share Certificate (incorporated by reference to the Companys
Registration Statement on Form 10). |
|
|
|
10.1
|
|
Agreement between Ruhlman Motor Sports and Preformed Line Products Company dated February 7,
2006 regarding sponsorship of racing car, (incorporated by reference to the Companys 10-K
filing for the year ended December 31, 2006). |
|
|
|
10.2
|
|
Preformed Line Products Company 1999 Employee Stock Option Plan (incorporated by reference to
the Companys Registration Statement on Form 10). |
|
|
|
10.3
|
|
Preformed Line Products Company Officers Bonus Plan (incorporated by reference to the
Companys Registration Statement on Form 10). |
|
|
|
10.4
|
|
Preformed Line Products Company Executive Life Insurance Plan Summary (incorporated by
reference to the Companys Registration Statement on Form 10). |
|
|
|
10.5
|
|
Preformed Line Products Company Supplemental Profit Sharing Plan (incorporated by reference
to the Companys Registration Statement on Form 10). |
|
|
|
10.6
|
|
Revolving Credit Agreement between National City Bank and Preformed Line Products Company,
dated December 30, 1994 (incorporated by reference to the Companys Registration Statement on
Form 10). |
|
|
|
10.7
|
|
Amendment to the Revolving Credit Agreement between National City Bank and Preformed Line
Products Company, dated October 31, 2002 (incorporated by reference to the Companys 10-K
filing for the year ended December 31, 2003). |
|
|
|
10.8
|
|
Retirement Agreement between R. Jon Barnes and Preformed Line Products Company dated April
14, 2004, (incorporated by reference to the Companys 10-K filing for the year ended December
31, 2004). |
|
|
|
10.9
|
|
Preformed Line Products Company 1999 Employee Stock Option Plan Incentive Stock Option
agreement (incorporated by reference to the Companys 10-K filing for the year ended December
31, 2004). |
|
|
|
10.10
|
|
Retirement Agreement between Robert C. Hazenfield and Preformed Line Products Company dated
December 19, 2005, (incorporated by reference to the Companys 10-K filing for the year ended
December 31, 2005). |
|
|
|
14.1
|
|
Preformed Line Products Company Code of Conduct (incorporated by reference to the Companys
10-K filing for the year ended December 31, 2003). |
|
|
|
21
|
|
Subsidiaries of Preformed Line Products Company (incorporated by reference to the Companys
10-K filing for the year ended December 31, 2004). |
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, filed
herewith. |
|
|
|
31.1
|
|
Certifications of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, filed herewith. |
|
|
|
31.2
|
|
Certifications of the Principal Financial Officer, Eric R. Graef, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith. |
|
|
|
32.1
|
|
Certification of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, furnished. |
|
|
|
32.2
|
|
Certification of the Principal Accounting Officer, Eric R. Graef, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, furnished. |
59
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
|
|
|
|
Preformed Line Products Company
|
|
January 4, 2008 |
/s/ Robert G. Ruhlman
|
|
|
Robert G. Ruhlman |
|
|
Chairman, President and Chief Executive Officer |
|
|
|
|
|
January 4, 2008 |
/s/ Eric R. Graef
|
|
|
Eric R. Graef |
|
|
Vice President Finance and Treasurer |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant in the capacity and on the dates
indicated.
|
|
|
|
|
|
|
|
January 4, 2008 |
/s/ Robert G. Ruhlman
|
|
|
Robert G. Ruhlman |
|
|
Chairman, President and Chief Executive Officer |
|
|
|
|
|
January 4, 2008 |
/s/ Frank B. Carr
|
|
|
Frank B. Carr |
|
|
Director |
|
|
|
|
|
January 4, 2008 |
/s/ John D. Drinko
|
|
|
John D. Drinko |
|
|
Director |
|
|
|
|
|
January 4, 2008 |
/s/ Barbara P. Ruhlman
|
|
|
Barbara P. Ruhlman |
|
|
Director |
|
|
|
|
|
January 4, 2008 |
/s/ Randall M. Ruhlman
|
|
|
Randall M. Ruhlman |
|
|
Director |
|
|
|
|
|
January 4, 2008 |
/s/ John P. OBrien
|
|
|
John P. O'Brien |
|
|
Director |
|
|
|
|
|
January 4, 2008 |
/s/ Glenn E. Corlett
|
|
|
Glenn E. Corlett |
|
|
Director |
|
60
PREFORMED LINE PRODUCTS COMPANY
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2006, 2005 and 2004
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
Additions charged |
|
|
|
|
|
Other additions |
|
Balance at |
|
|
beginning |
|
to costs and |
|
|
|
|
|
or deductions |
|
end of |
For the year ended December 31, 2006: |
|
of period |
|
expenses |
|
Deductions |
|
(a) |
|
period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
616 |
|
|
$ |
419 |
|
|
$ |
(289 |
) |
|
$ |
16 |
|
|
$ |
762 |
|
Product return reserve |
|
|
173 |
|
|
|
742 |
|
|
|
(468 |
) |
|
|
|
|
|
|
447 |
|
Inventory reserve |
|
|
3,185 |
|
|
|
1,906 |
|
|
|
(834 |
) |
|
|
76 |
|
|
|
4,333 |
|
Accrued product warranty |
|
|
10 |
|
|
|
82 |
|
|
|
(10 |
) |
|
|
|
|
|
|
82 |
|
|
|
|
Balance at |
|
Additions charged |
|
|
|
|
|
|
|
Balance at |
|
|
beginning |
|
to costs and |
|
|
|
|
|
Other additions |
|
end of |
For the year ended December 31, 2005: |
|
of period |
|
expenses |
|
Deductions |
|
or deductions |
|
period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
2,396 |
|
|
$ |
85 |
|
|
$ |
(1,874 |
) |
|
$ |
9 |
|
|
$ |
616 |
|
Product return reserve |
|
|
71 |
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
173 |
|
Inventory reserve |
|
|
3,093 |
|
|
|
603 |
|
|
|
(607 |
) |
|
|
96 |
|
|
|
3,185 |
|
Accrued product warranty |
|
|
177 |
|
|
|
26 |
|
|
|
(204 |
) |
|
|
11 |
|
|
|
10 |
|
|
|
|
Balance at |
|
Additions charged |
|
|
|
|
|
|
|
Balance at |
|
|
beginning |
|
to costs and |
|
|
|
|
|
Other additions |
|
end of |
For the year ended December 31, 2004: |
|
of period |
|
expenses |
|
Deductions |
|
or deductions |
|
period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
2,463 |
|
|
$ |
190 |
|
|
$ |
(386 |
) |
|
$ |
129 |
|
|
$ |
2,396 |
|
Product return reserve |
|
|
123 |
|
|
|
(52 |
) |
|
|
|
|
|
|
|
|
|
|
71 |
|
Inventory reserve |
|
|
3,013 |
|
|
|
1,066 |
|
|
|
(985 |
) |
|
|
(1 |
) |
|
|
3,093 |
|
Accrued product warranty |
|
|
202 |
|
|
|
53 |
|
|
|
(78 |
) |
|
|
|
|
|
|
177 |
|
|
|
|
(a) |
|
Other additions or deductions relate to translation adjustments. |
61
Exhibit Index
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation (incorporated by reference to the Companys
Registration Statement on Form 10). |
|
|
|
3.2
|
|
Amended and Restated Code of Regulations of Preformed Line Products Company (incorporated by
reference to the Companys Registration Statement on Form 10). |
|
|
|
4
|
|
Description of Specimen Stock Certificate (incorporated by reference to the Companys
Registration Statement on Form 10). |
|
|
|
10.1
|
|
Agreement between Ruhlman Motor Sports and Preformed Line Products Company dated February 7,
2006 regarding sponsorship of racing car, (incorporated by reference to the Companys 10-K
filing for the year ended December 31, 2006). |
|
|
|
10.2
|
|
Preformed Line Products Company 1999 Employee Stock Option Plan (incorporated by reference to
the Companys Registration Statement on Form 10). |
|
|
|
10.3
|
|
Preformed Line Products Company Officers Bonus Plan (incorporated by reference to the
Companys Registration Statement on Form 10). |
|
|
|
10.4
|
|
Preformed Line Products Company Executive Life Insurance Plan Summary (incorporated by
reference to the Companys Registration Statement on Form 10). |
|
|
|
10.5
|
|
Preformed Line Products Company Supplemental Profit Sharing Plan (incorporated by reference
to the Companys Registration Statement on Form 10). |
|
|
|
10.6
|
|
Revolving Credit Agreement between National City Bank and Preformed Line Products Company,
dated December 30, 1994 (incorporated by reference to the Companys Registration Statement on
Form 10). |
|
|
|
10.7
|
|
Amendment to the Revolving Credit Agreement between National City Bank and Preformed Line
Products Company, dated October 31, 2002 (incorporated by reference to the Companys 10-K
filing for the year ended December 31, 2003). |
|
|
|
10.8
|
|
Retirement Agreement between R. Jon Barnes and Preformed Line Products Company dated April
14, 2004, (incorporated by reference to the Companys 10-K filing for the year ended December
31, 2004). |
|
|
|
10.9
|
|
Preformed Line Products Company 1999 Employee Stock Option Plan Incentive Stock Option
Agreement (incorporated by reference to the Companys 10-K filing for the year ended December
31, 2004). |
|
|
|
10.10
|
|
Retirement Agreement between Robert C. Hazenfield and Preformed Line Products Company dated
December 19, 2005 (incorporated by reference to the Companys 10-K filing for the year ended
December 31, 2005). |
|
|
|
14.1
|
|
Preformed Line Products Company Code of Conduct (incorporated by reference to the Companys
10-K filing for the year ended December 31, 2003). |
|
|
|
21
|
|
Subsidiaries of Preformed Line Products Company (incorporated by reference to the Companys
10-K filing for the year ended December 31, 2004). |
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, filed
herewith. |
|
|
|
31.1
|
|
Certifications of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, filed herewith. |
|
|
|
31.2
|
|
Certifications of the Principal Financial Officer, Eric R. Graef, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith. |
|
|
|
32.1
|
|
Certification of the Principal Executive Officer, Robert G. Ruhlman, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, furnished. |
|
|
|
32.2
|
|
Certification of the Principal Accounting Officer, Eric R. Graef, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, furnished. |
62