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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003 Commission file number 0-31164
PREFORMED LINE PRODUCTS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0676895
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
660 Beta Drive
Mayfield Village, Ohio 44143
- ------------------------------- ------------------------------------
(Address of Principal (Zip Code)
Executive Office)
(440) 461-5200
- ----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports 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 [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of common shares, without par value, outstanding as of May 13, 2003:
5,784,494.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PREFORMED LINE PRODUCTS COMPANY
INDEX TO FINANCIAL STATEMENTS
PREFORMED LINE PRODUCTS COMPANY:
Consolidated Balance Sheets as of March 31, 2003 (unaudited)
and December 31, 2002......................................... 3
Statements of Consolidated Income for the Three Months
Ended March 31, 2003 and 2002 (unaudited)..................... 4
Statements of Consolidated Cash Flows for the Three Months
Ended March 31, 2003 and 2002 (unaudited)..................... 5
Notes to Consolidated Financial Statements.................................. 6
PREFORMED LINE PRODUCTS COMPANY
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
March 31, December 31,
Thousands of dollars, except share data 2003 2002
----------- ------------
(Unaudited)
ASSETS
Cash and cash equivalents $ 13,325 $ 11,629
Accounts receivable, less allowance of $3,504 ($3,770 in 2002) 25,747 24,763
Inventories - net 33,806 33,750
Deferred income taxes - short-term 4,739 5,276
Prepaids and other 4,439 3,104
---------- ----------
TOTAL CURRENT ASSETS 82,056 78,522
Property and equipment - net 48,401 48,569
Investments in foreign joint ventures 8,286 8,087
Deferred income taxes - long-term 868 863
Goodwill, patents and other intangibles - net 5,565 5,596
Other 3,107 3,147
---------- ----------
TOTAL ASSETS $ 148,283 $ 144,784
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable to banks $ 997 $ 1,246
Trade accounts payable 7,918 7,844
Accrued compensation and amounts withheld from employees 3,487 3,269
Accrued expenses and other liabilities 4,922 4,251
Accrued profit-sharing and pension contributions 4,815 4,176
Dividends payable 1,155 1,155
Income taxes 1,704 337
Current portion of long-term debt 1,563 1,676
---------- ----------
TOTAL CURRENT LIABILITIES 26,561 23,954
Long-term debt, less current portion 5,529 5,847
Deferred income taxes - long-term 199 161
Mininum pension liability and other 854 726
SHAREHOLDERS' EQUITY
Common shares - $2 par value, 15,000,000 shares authorized, 5,772,710 and
5,772,710 issued and outstanding, net of
389,188 and 389,188 treasury shares at par 11,545 11,545
Paid in capital 82 82
Retained earnings 123,054 123,124
Other comprehensive loss (19,541) (20,655)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 115,140 114,096
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 148,283 $ 144,784
========== ==========
See notes to consolidated financial statements.
3
PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
Thousands of dollars, except per share data Three months ended March 31,
----------------------------
2003 2002
-------- --------
(Unaudited)
Net sales $ 35,209 $ 44,008
Cost of products sold 23,542 29,466
-------- --------
GROSS PROFIT 11,667 14,542
Costs and expenses
Selling 3,915 5,282
General and administrative 5,071 5,063
Research and engineering 1,373 1,616
Other operating expenses 116 86
-------- --------
10,475 12,047
Royalty income - net 348 513
-------- --------
OPERATING INCOME 1,540 3,008
Other income (expense)
Equity in net income of foreign joint ventures 199 75
Interest income 75 58
Interest expense (108) (188)
Other expense (40) (50)
-------- --------
126 (105)
-------- --------
INCOME BEFORE INCOME TAXES 1,666 2,903
Income taxes 582 902
-------- --------
NET INCOME $ 1,084 $ 2,001
======== ========
Net income per share - basic and diluted $ 0.19 $ 0.35
======== ========
Cash dividends declared per share $ 0.20 $ 0.20
======== ========
Average number of shares outstanding - basic 5,773 5,757
======== ========
Average number of shares outstanding - diluted 5,780 5,781
======== ========
See notes to consolidated financial statements.
4
PREFORMED LINE PRODUCTS COMPANY
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
THREE MONTHS ENDED MARCH 31,
----------------------------
2003 2002
--------- ---------
Thousands of dollars (Unaudited)
OPERATING ACTIVITIES
Net income $ 1,084 $ 2,001
Adjustments to reconcile net income to net cash provided by operations
Depreciation and amortization 2,244 2,193
Deferred income taxes 570 (289)
Cash surrender value of life insurance 141 -
Cumulative translation adjustment (64) -
Earnings of joint ventures (199) (75)
Changes in operating assets and liabilities
Receivables (601) (3,248)
Inventories 392 219
Trade payables and accruals 1,508 2,809
Income taxes 146 627
Other - net (198) 246
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,023 4,483
INVESTING ACTIVITIES
Capital expenditures (1,372) (911)
Business acquisitions (34) -
Proceeds from the sale of property and equipment - 27
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (1,406) (884)
FINANCING ACTIVITIES
Increase (decrease) in notes payable to banks (250) 1,526
Proceeds from the issuance of debt 3,616 4,154
Payments of debt (4,224) (7,621)
Dividends paid (1,155) (1,151)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (2,013) (3,092)
Effects of exchange rate changes on cash and cash equivalents 92 48
--------- ---------
Increase in cash and cash equivalents 1,696 555
Cash and cash equivalents at beginning of year 11,629 8,409
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,325 $ 8,964
========= =========
See notes to consolidated financial statements.
5
PREFORMED LINE PRODUCTS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, these consolidated financial
statements do not include all of the information and notes required by
accounting principles generally accepted in the United States of America for
complete financial statements. The preparation of these consolidated financial
statements requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and the accompanying notes. Actual
results could differ from these estimates. However, in the opinion of
management, these consolidated financial statements contain all estimates and
adjustments required to fairly present the financial position, results of
operations, and changes in cash flows for the interim periods. Operating results
for the three-month period ended March 31, 2003 are not necessarily indicative
of the results to be expected for the year ending December 31, 2003. For further
information, refer to the consolidated financial statements and footnotes
included in the Company's 10-K for 2002 filed with the Securities and Exchange
Commission.
The consolidated balance sheet at December 31, 2002 has been derived from the
audited consolidated financial statements, but does not include all of the
information and notes required by accounting principles generally accepted in
the United States of America for complete financial statements.
Certain amounts in the financial statements have been reclassified to conform to
the presentation of 2003.
NOTE B - SUPPLEMENTAL INFORMATION (Dollars in thousands)
Inventories
March 31, December 31,
2003 2002
--------- ------------
Finished goods $ 15,640 $ 14,933
Work-in-process 1,347 1,249
Raw material 16,819 17,568
--------- --------
$ 33,806 $ 33,750
========= ========
Comprehensive income
The components of comprehensive income are as follows:
Three months ended March 31,
----------------------------
2003 2002
-------- --------
Net income $ 1,084 $ 2,001
Other comprehensive income:
Foreign currency adjustment 1,114 108
-------- --------
Comprehensive income $ 2,198 $ 2,109
======== ========
6
Guarantees
Balance at December 31, 2002 $ 142
Additions charged to Cost of products sold -
Deductions -
----------
Balance at March 31, 2003 $ 142
==========
The Company has certain indemnification clauses in its credit facility
agreements, which are considered to be guarantees under the provisions of FIN
45, Guarantor's Accounting and Disclosure Requirements for Guarantees, including
Indirect Guarantees of Indebtedness of Others. The Company has not recorded any
amounts related to such guarantees, as the fair values are immaterial. The
maximum exposure under these guarantees cannot be determined by the Company.
Stock Options
As permitted under SFAS No. 123, Accounting for Stock-Based Compensation, the
Company applies 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 is 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.
SFAS 123 requires pro forma disclosure of the effect on net income and earnings
per share when applying the fair value method of valuing stock-based
compensation. If the fair value method to measure compensation cost for the
Company's stock compensation plan had been used, the Company's net income would
have been reduced by $.07 million in the first quarter of 2003 ($.01 per share)
and $.07 million in the first quarter of 2002 ($.01 basic pro forma per share
and $.02 diluted pro forma per share). For purposes of this pro forma
disclosure, the estimated fair value of the options is amortized ratably over
the vesting period.
(In thousands) Three months ended March 31,
----------------------------
2003 2002
-------- --------
Net income, as reported $ 1,084 $ 2,001
Deduct:
Total stock -based employee compensation
expense determined under fair value based
method for all awards net of related taxes 68 72
-------- --------
Pro forma net income $ 1,016 $ 1,929
======== ========
Earnings per share:
Basic - as reported $ 0.19 $ 0.35
======== ========
Basic - pro forma $ 0.18 $ 0.34
======== ========
Diluted - as reported $ 0.19 $ 0.35
======== ========
Diluted - pro forma $ 0.18 $ 0.33
======== ========
7
NOTE C - COMPUTATION OF EARNINGS PER SHARE
Three months ended March 31,
----------------------------
Dollars and shares in thousands, except per share data 2003 2002
-------- --------
Numerator
Net income $ 1,084 $ 2,001
======== ========
Denominator
Determination of shares
Weighted average common shares outstanding 5,773 5,757
Dilutive effect - employee stock options 7 24
-------- --------
Diluted weighted average common shares
outstanding 5,780 5,781
======== ========
Earnings per common share
Basic $ 0.19 $ 0.35
Diluted $ 0.19 $ 0.35
NOTE D - GOODWILL AND OTHER INTANGIBLES
During the first quarter of 2003, the Company performed its annual impairment
test for goodwill pursuant to SFAS No. 142, Goodwill and Intangible Assets, and
has determined that no adjustment to the carrying value of goodwill is required.
Under this Statement goodwill will continue to be tested annually for impairment
or if events or circumstances indicate that the goodwill of a reporting unit
might be impaired. The Company's only intangible asset with an indefinite life
is goodwill. The aggregate amortization expense for other intangibles with
definite lives for the three months ended March 31, 2003 and 2002 was $.1
million and $.02 million, respectively. Amortization expense is estimated to be
$.4 million annually for 2003, 2004 and 2005 and $.3 million for 2006 and 2007.
The following table sets forth the carrying value and accumulated amortization
of goodwill and intangibles by segment at March 31, 2003. The second table
includes the changes of net goodwill by segment for the three months ended March
31, 2003.
As of March 31, 2003
------------------------------------
Domestic Foreign Total
-------- ------- --------
Amortized intangible assets, including effect of
foreign currency translation
Gross carrying amount - patents and other intangibles $ 4,947 $ 69 $ 5,016
Accumulated amortization - patents and other intangibles (1,095) (19) (1,114)
-------- ------- --------
Total 3,852 50 3,902
-------- ------- --------
Unamortized intangible assets, including effect of
foreign currency translation
Gross carrying amount - goodwill $ 1,152 $ 919 $ 2,071
Accumulated amortization - goodwill (504) 96 (408)
-------- ------- --------
Total 648 1,015 1,663
-------- ------- --------
Total amortized and unamortized intangible assets $ 4,500 $ 1,065 $ 5,565
======== ======= ========
Goodwill
----------------------------------------------------------------
December 31, 2002 Activity and Earnouts March 31, 2003
Domestic $ 648 - $ 648
Foreign 953 62 1,015
----------------- --------------------- --------------
Total $ 1,601 $ 62 $ 1,663
================= ===================== ==============
8
NOTE E - NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations, effective for fiscal years beginning after June 15, 2002. The
Statement requires the current accrual of a legal obligation resulting from a
contractual obligation, government mandate, or implied reliance on performance
by a third party, for costs relating to retirements of long-lived assets that
result from the acquisition, construction, development and /or normal operation
of the asset. The Statement requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred,
if it can be reasonably estimated, and a corresponding amount be included as a
capitalized cost of the related asset. The capitalized amount will be
depreciated over the assets' useful life. The Statement also notes that
long-lived assets with an undetermined future life would not require the
recognition of a liability until sufficient information is available. The
adoption of this statement did not have a material impact on the financial
statements.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities, effective for exit or disposal activities initiated
after December 31, 2002. This Statement nullifies Emerging Issues Task Force
(EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)." This Statement requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. Under Issue No. 94-3, a liability for exit costs was recognized at the
date of the entity's commitment to an exit plan. This Statement also establishes
that fair value is the objective for initial measurement of the liability. The
adoption of this Statement did not have a material impact on the Company.
During November 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires certain
guarantees to be recorded at fair value. The initial recognition and measurement
provisions of FIN 45 are applicable, on a prospective basis, to guarantees
issued or modified after December 31, 2002. The Company has adopted the
provisions of FIN 45 and its adoption had no significant effect on the financial
statements.
During January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities an interpretation of ARB No. 51, Consolidated
Financial Statements (FIN 46). FIN 46 clarifies the accounting for certain
entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The Company has adopted the applicable disclosure
provisions of FIN 46 in the financial statements. At March 31, 2003, the Company
is evaluating the classification of certain investments under FIN 46. However,
the Company believes any exposure will be negligible.
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities (FAS 149). This Statement amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
FAS 149 is generally effective for contracts entered into or modified after June
30, 2003 and for hedging relationships designated after June 30, 2003. The
guidance is to be applied prospectively. The Company does not expect the
adoption of this Statement to have a material impact on its financial statements
and results of operations.
9
NOTE F - BUSINESS SEGMENTS
Three months ended March 31,
----------------------------
Dollars in thousands 2003 2002
--------- ---------
Net sales
Domestic $ 21,293 $ 26,326
Foreign 13,916 17,682
--------- ---------
Total net sales $ 35,209 $ 44,008
========= =========
Intersegment sales
Domestic $ 21 $ 615
Foreign 32 50
--------- ---------
Total intersegment sales $ 53 $ 665
========= =========
Operating income (loss)
Domestic $ (3,848) $ 2,078
Foreign 5,388 930
--------- ---------
1,540 3,008
Equity in net income of joint ventures 199 75
Interest income
Domestic - -
Foreign 75 58
--------- ---------
75 58
Interest expense
Domestic 30 79
Foreign 78 109
--------- ---------
108 188
Other (expense) (40) (50)
--------- ---------
Income (loss) before income taxes $ 1,666 $ 2,903
========= =========
March 31, December 31,
2003 2002
--------- ------------
Identifiable assets
Domestic $ 76,399 $ 74,388
Foreign 63,598 62,309
--------- ------------
139,997 136,697
Corporate 8,286 8,087
--------- ------------
Total assets $ 148,283 $ 144,784
========= ============
The domestic business segment operating loss for the quarter ended March 31,
2003 includes forgiveness of intercompany receivables in the amount of $4.5
million from the foreign business segment, which also reflects this transaction.
NOTE G - INCOME TAXES
In accordance with the applicable tax laws in China, the Company is 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 $33,000, or $.01 per share,
for the three-month period ended March 2003 and $91,000, or $.02 per share for
the three-month period ended March 2002.
10
NOTE H - BUSINESS ABANDONMENT CHARGES
Business Abandonment Charges
During the third quarter of 2002, the Company recorded a charge to write-off
certain assets and to record severance payments related to closing its data
communications operations in Europe. This entails winding down a manufacturing
operation, closing five sales offices, terminating leases and reducing personnel
by approximately 130. This action was taken as a result of the continuing
decline in the global telecommunication and data communication markets and after
failing to reach agreement on an acceptable selling price on product supplied to
a significant foreign customer. The Company incurred a pre-tax charge of $4.7
million for these activities. Approximately $3.3 million of the charge is
related to asset write-downs, of which $2.1 million of inventory write-offs were
recorded in Cost of products sold and $1.2 million of write-offs related to
receivables was included in Costs and expenses on the Statements of Consolidated
Operations. The remaining $1.4 million of the charge, included in Cost of
products sold and Costs and expenses, relates to cash outlays for employee
severance cost, cost of exiting leased facilities, the termination of other
contractual obligations and transitional costs. Approximately $.6 million of the
latter category of expenses was expended as of March 31, 2003, and the remaining
cash outlays are now anticipated to be completed by December 31, 2003. An
analysis of the abandonment charges recorded in the Statements of Consolidated
Income as of March 31, 2003 and the amount accrued in the Consolidated Balance
Sheet at March 31, 2003 are as follows:
December 31 ,2002 Adjustments March 31, 2003
(Dollars in thousands) Accrual Cash and Accrual
Balance Payments Write-offs Balance
------------------------------------------------------------------
Write-off of inventories, net of currency
translation effect, included in Cost of
products sold $ 2,254 $ (343,627) $ (341,373)
Write-off of receivables, net of currency
translation effect, included in Costs
and expenses 1,241 (150,310) $ (149,069)
Severance and other related expenses
included in Cost of products sold and
cost and expenses 997 (143) (11) 843
Impaired asset 5 (5) -
-------- ------- ---------- -----------
Pre-tax charge $ 4,497 $ (143) $ (493,953) $ (489,599)
======== ======= ========== ===========
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following table sets forth the Company's results of operations for the
three-month period ended March 31, 2003 and 2002:
Three months ended March 31,
----------------------------
Dollars in thousands, except per share data 2003 2002
NET SALES AND INCOME
Net sales $ 35,209 $ 44,008
Operating income 1,540 3,008
Income before income taxes 1,666 2,903
Net income 1,084 2,001
PER SHARE AMOUNTS
Net income - basic and diluted $ 0.19 $ 0.35
Dividends declared $ 0.20 $ 0.20
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002
For the three months ended March 31, 2003 consolidated net sales were $35.2
million, a decrease of $8.8 million, or 20% from the same period in 2002.
Domestic net sales decreased $5.0 million, or 19%, and foreign sales decreased
$3.8 million or 21%. The reduction in domestic net sales was due to volume
decreases in the telecommunications and energy markets. The Company does not
anticipate a significant favorable change from the present conditions in its
domestic markets in the near term. Foreign net sales decreased primarily as a
result of the abandonment of the European data communication operations during
the third quarter of 2002. Net sales related to the abandoned operations were
$.3 million for the quarter ending March 31, 2003, compared to $4.3 million for
the quarter ended March 31, 2002. Sales in the European, African, and Asia
Pacific markets increased $2.3 million partially offset by a decrease in net
sales in the North and South American markets of $2 million. As a result of the
abandonment of the European data communication operations the Company
anticipates lower foreign net sales for the remainder of 2003 when compared to
2002.
Gross profit of $11.7 million for the three months ended March 31, 2003 was a
decrease of $2.9 million, or 20%, compared to the prior year. The decrease in
gross profit is a result of the lower net sales.
Consolidated costs and expenses of $10.5 million for the three months ended
March 31, 2003 were $1.6 million, or 13%, lower than the previous year. Selling
expenses of $3.9 million decreased $1.4 million, or 26%. Commission expense
(included in selling expense) decreased $.4 million as a result of lower net
sales. In addition, selling expenses decreased by $1.0 million, $.6 million of
which was a result of the abandonment of the Company's European data
communications operations (see Note H in the Notes to Consolidated Financial
Statements for further details), and $.4 million related to a reduction in
domestic selling expense due to lower employment levels. General and
administrative expenses of $5.1 million remained unchanged from last year.
Research and engineering expenses of $1.4 million decreased $.2 million from the
same period last year as a result of a reduction in domestic employment levels.
The Company's other operating expenses of $.1 million remained relatively
unchanged compared to the same period in 2002.
Royalty income for the quarter ended March 31, 2003 of $.3 million decreased $.2
million, or 32%, compared to 2002 as a result of lower domestic royalties due to
lower sales levels by licensees.
Operating income of $1.5 million for the quarter ended March 31, 2003 decreased
$1.5 million, or 49%, compared to $3.0 million in the previous year. This
decrease was a result of the $2.9 million decrease in gross profit, the decrease
in cost and expenses of $1.6 million and the $.2 million decrease in royalty
income.
Other income of $.1 million for the three months ended March 31, 2003 increased
$.2 million compared to the $.1 million expense for the same period in 2002.
This improvement is due primarily to an increase in equity earnings from joint
12
ventures and a reduction in interest expense due to lower borrowings.
Income before income taxes for the quarter ended March 31, 2003 of $1.7 million
was $1.2 million lower than 2002. This is due to the reduction in operating
income of $1.5 million partially offset by the increase in other income
(expense) of $.2 million.
Income taxes for the three months ended March 31, 2003 of $.6 million decreased
$.3 million, or 35%, compared to the previous year. The effective tax rate in
2003 was 34.9% compared to 31.1% in 2002 as a result of a higher effective tax
rate in the Company's Chinese operations. In accordance with the applicable tax
laws in China, the Company is entitled to a preferential tax rate of 0% for the
first two profit making years after utilization of any tax loss carryforwards
and a 50% tax reduction for the succeeding three years beginning in 2003. The
favorable aggregate tax and per share effect was $33,000, or $.01 per share, for
the three-month period ended March 2003 and $91,000, or $.02 per share for the
three-month period ended March 2002.
As a result of the preceeding, net income for the three month period ended March
31, 2003 was $1.1 million which represents a decrease of $.9 million, or 46%,
compared to 2002.
WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $5.0 million for the first three
months of 2003, an increase of $.5 million when compared to 2002. This increase
was primarily the result of a decrease in working capital of $1.2 million in
2003 compared to a decrease of $.7 million in 2002. The negative impact on cash
of the $.9 million decrease in net income was offset by $.9 million more of
non-cash expenses in 2003 compared to 2002.
Net cash used in investing activities of $1.4 million represents an increase of
$.5 million when compared to 2002. This increase is a result of higher capital
expenditures in 2003 when compared to 2002. The Company is continually analyzing
potential acquisition candidates and business alternatives but has no
commitments that would materially impact the operations of the business.
Cash used in financing activities for 2003 was $1.1 million less than cash used
in financing activities in the previous year. This was primarily a result of
lower repayments of debt in 2003 compared to 2002.
The Company's financial position remains strong with a current ratio of 3.1:1 at
March 31, 2003 compared to 3.3:1 at December 31, 2002. Working capital of $55.5
million remains consistent with December 31, 2002. At March 31, 2003, the
Company's unused balance under its credit facility was $15.9 million and its
debt to equity percentage was 6%. Although the Company believes its existing
credit facilities, internally generated funds and ability to obtain additional
financing will be sufficient to meet the Company's growth and operating needs
for the next 12 months there are inherent risks related to each of these
sources. Funds generated from continuing operations are contingent upon the
general economy remaining flat or improving and the recovery of the energy and
telecommunication market sectors in particular.
NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations, effective for fiscal years beginning after June 15, 2002. The
Statement requires the current accrual of a legal obligation resulting from a
contractual obligation, government mandate, or implied reliance on performance
by a third party, for costs relating to retirements of long-lived assets that
result from the acquisition, construction, development and /or normal operation
of the asset. The Statement requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred,
if it can be reasonably estimated, and a corresponding amount be included as a
capitalized cost of the related asset. The capitalized amount will be
depreciated over the assets' useful life. The Statement also notes that
long-lived assets with an undetermined future life would not require the
recognition of a liability until sufficient information is available. The
adoption of this statement did not have a material impact on the financial
statements.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities, effective for exit or disposal activities initiated
after December 31, 2002. This Statement nullifies Emerging Issues Task Force
(EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an
13
Activity (including Certain Costs Incurred in a Restructuring)." This Statement
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. Under Issue No. 94-3, a
liability for exit costs was recognized at the date of the entity's commitment
to an exit plan. This Statement also establishes that fair value is the
objective for initial measurement of the liability. The adoption of this
Statement did not have a material impact on the Company.
During November 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires certain
guarantees to be recorded at fair value. The initial recognition and measurement
provisions of FIN 45 are applicable, on a prospective basis, to guarantees
issued or modified after December 31, 2002. The Company has adopted the
provisions of FIN 45 and its adoption had no significant effect on the financial
statements.
During January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities an interpretation of ARB No. 51, Consolidated
Financial Statements (FIN 46). FIN 46 clarifies the accounting for certain
entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The Company has adopted the applicable disclosure
provisions of FIN 46 in the financial statements. At March 31, 2003, the Company
is evaluating the classification of certain investments under FIN 46. However,
the Company believes any exposure will be negligible.
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities (FAS 149). This Statement amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
FAS 149 is generally effective for contracts entered into or modified after June
30, 2003 and for hedging relationships designated after June 30, 2003. The
guidance is to be applied prospectively. The Company does not expect the
adoption of this Statement to have a material impact on its financial statements
and results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company operates manufacturing facilities and offices around the world and
uses fixed and floating rate debt to finance the Company's global operations. As
a result, the Company is subject to business risks inherent in non-U.S.
activities, including political and economic uncertainty, import and export
limitations and market risk related to changes in interest rates and foreign
currency exchange rates. The Company believes the political and economic risks
related to the Company's foreign operations are mitigated due to the stability
of the countries in which the Company's largest foreign operations are located.
Although the Company does not regularly enter into derivative financial
instrument, it has four foreign currency forward exchange contracts outstanding
at March 31, 2003 whose fair value and carrying value are immaterial. 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, which consisted of borrowings of $8.1 million at March 31, 2003. A
100 basis point increase in the interest rate would have resulted in an increase
in interest expense of approximately $.1 million for the three months ended
March 31, 2003.
The Company's primary currency rate exposures are related to foreign denominated
debt, intercompany debt and cash and short-term investments. A hypothetical 10%
change in currency exchange rates would have a favorable/unfavorable impact on
fair values of $2.1 million and on income before tax of $.1 million.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed within the last 90 days under the supervision and
with the participation of the Company's management, including the CEO and CFO,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Securities and Exchange Act Rules
13a-14(c) and 15d-14(c)). Based on the evaluation, the Company's management,
including the CEO and CFO, concluded that the Company's disclosure controls and
procedures were effective as of March 31, 2003. There have been no significant
changes in the Company's internal
14
controls or in other factors that could significantly affect internal controls
subsequent to the date of management's evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to various legal proceedings and claims that arise in the
ordinary course of business. In the opinion of management, the amount of any
ultimate liability with respect to these actions will not materially affect our
financial condition or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.
(a) Exhibits
10.10 Amendment to the Revolving Credit Agreement between National
City Bank and Preformed Line Products Company, dated March 26,
2003, filed herewith.
99.1 Certification of the Principal Executive Officer, Robert G.
Ruhlman, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, filed herewith.
99.2 Certification of the Principal Accounting Officer, Eric R.
Graef, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, filed herewith.
(b) Reports on Form 8-K
None.
15
FORWARD LOOKING STATEMENTS
Cautionary Statement for "Safe Harbor" Purposes Under The Private Securities
Litigation Reform Act of 1995
This Form 10-Q and other documents the Company files with the Securities and
Exchange Commission contain forward-looking statements regarding the Company's
and management's beliefs and expectations. As a general matter, forward-looking
statements are those focused upon future plans, objectives or performance (as
opposed to historical items) and include statements of anticipated events or
trends and expectations and beliefs relating to matters not historical in
nature. Such forward-looking statements are subject to uncertainties and factors
relating to the Company's operations and business environment, all of which are
difficult to predict and many of which are beyond the Company's control. Such
uncertainties and factors could cause the Company's actual results to differ
materially from those matters expressed in or implied by such forward-looking
statements.
The following factors, among others, could affect the Company's future
performance and cause the Company's actual results to differ materially from
those expressed or implied by forward-looking statements made in this report:
- The overall demand for cable anchoring and control hardware for
electrical transmission and distribution lines on a worldwide basis,
which has a slow growth rate in mature markets such as the United
States, Canada, Japan and Western Europe;
- The effect on the Company's business resulting from economic
uncertainty within Latin American regions;
- Technology developments that affect longer-term trends for
communication lines such as wireless communication;
- The Company's success at continuing to develop proprietary technology
to meet or exceed new industry performance standards and individual
customer expectations;
- The rate of progress in continuing to reduce costs and in modifying the
Company's cost structure to maintain and enhance the Company's
competitiveness;
- The Company's success in strengthening and retaining relationships with
the Company's customers, growing sales at targeted accounts and
expanding geographically;
- The extent to which the Company is successful in expanding the
Company's product line into new areas for inside plant;
- The Company's ability to identify, complete and integrate acquisitions
for profitable growth;
- The potential impact of consolidation and deregulation among the
Company's suppliers, competitors and customers;
- The relative degree of competitive and customer price pressure on the
Company's products;
- The cost, availability and quality of raw materials required for the
manufacture of products;
- The effects of fluctuation in currency exchange rates upon the
Company's reported results from international operations, together with
non-currency risks of investing in and conducting significant
operations in foreign countries, including those relating to political,
social, economic and regulatory factors;
- Changes in significant government regulations affecting environmental
compliance;
- The Company's ability to continue to compete with larger companies who
have acquired a substantial number of the Company's former competitors;
16
- The Company's ability to compete in the domestic data communications
market;
- The Company's ability to recover sales in the telecommunication
markets;
- The Company's ability to have continued success in emerging markets
such as China;
- The Company's ability to internally develop new products;
- The effect on the Company's business resulting from global health risks
including but not limited to Severe Acute Respiratory Syndrome (SARS);
and
- Other factors disclosed previously and from time to time in the
Company's filings with the Securities and Exchange Commission. These
filings can be found on the Securities and Exchange Commission's
website at www.sec.gov.
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 13, 2003 /s/ Robert G. Ruhlman
---------------------
Robert G. Ruhlman
President and Chief Executive Officer
(Principal Executive Officer)
May 13, 2003 /s/ Eric R. Graef
-----------------
Eric R. Graef
Vice President - Finance and Treasurer
(Principal Accounting Officer)
18
CERTIFICATIONS
I, Robert G. Ruhlman, President and Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Preformed Line Products
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Robert G. Ruhlman
---------------------
Robert G. Ruhlman
President and Chief Executive Officer
(Principal Executive Officer)
19
I, Eric R. Graef, Vice President-Finance and Treasurer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Preformed Line Products
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Eric R. Graef
-----------------
Eric R. Graef
Vice President - Finance and Treasurer
(Principal Accounting Officer)
20
EXHIBIT INDEX
10.10 Amendment to the Revolving Credit Agreement between National City Bank
and Preformed Line Products Company, dated March 26, 2003, filed
herewith.
99.1 Certification of the Principal Executive Officer, Robert G. Ruhlman,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
99.2 Certification of the Principal Executive Officer, Robert G. Ruhlman,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
21