# Preformed Line Products Co: Form 10-Q for the period ended Mar 31, 2019

- Company: [Preformed Line Products Co](/companies/plpc.md) (CIK 80035)
- Form: 10-Q
- Filed: 2019-05-03
- Accepted by EDGAR: May 3, 2019, 14:57 ET
- Period: 2019-03-31
- Accession: 0001564590-19-015652
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/80035/000156459019015652/plpc-10q_20190331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/80035/000156459019015652/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2019-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2019-01-01 to 2019-03-31 | $97.2m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2019-01-01 to 2019-03-31 | $69.9m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2019-01-01 to 2019-03-31 | $27.3m | us-gaap:GrossProfit |
| Operating income | 3 months, 2019-01-01 to 2019-03-31 | $2.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2019-01-01 to 2019-03-31 | $368.0k | us-gaap:InterestExpense |
| Income tax | 3 months, 2019-01-01 to 2019-03-31 | $104.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2019-01-01 to 2019-03-31 | $1.8m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2019-01-01 to 2019-03-31 | $0.36 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2019-01-01 to 2019-03-31 | $0.36 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2019-01-01 to 2019-03-31 | 5,054,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2019-01-01 to 2019-03-31 | $501.0k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2019-01-01 to 2019-03-31 | $2.4m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2019-01-01 to 2019-03-31 | $1.0m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 3 months, 2019-01-01 to 2019-03-31 | $239.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2019-03-31 | $43.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2019-03-31 | $220.9m | us-gaap:AssetsCurrent |
| Total assets | at 2019-03-31 | $387.1m | us-gaap:Assets |
| Current liabilities | at 2019-03-31 | $70.9m | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2019-03-31 | $41.8m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2019-03-31 | $1.5m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2019-03-31 | $250.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 28,586 characters.

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

The MD&A is organized as follows:

- Overview
- Preface
- Results of Operations
- Application of Critical Accounting Policies and Estimates
- Working Capital, Liquidity and Capital Resources
- Recently Adopted Accounting Pronouncements
- New Accounting Standards to be Adopted

OVERVIEW

Preformed Line Products Company (the “Company”, “PLPC”, “we”, “us”, or “our”) was incorporated in Ohio in 1947. We are an international designer and manufacturer of products and systems employed in the construction and maintenance of overhead and underground networks for the energy, telecommunication, cable operators, information (data communication), and other similar industries. Our primary products support, protect, connect, terminate, and secure cables and wires. We also provide solar hardware systems, mounting hardware for a variety of solar power applications, and fiber optic and copper splice closures. PLPC is respected around the world for quality, dependability and market-leading customer service. Our goal is to continue to achieve profitable growth as a leader in the research, innovation, development, manufacture, and marketing of technically advanced products and services related to energy, communications and cable systems and to take advantage of this leadership position to sell additional quality products in familiar markets. We have 27 sales and manufacturing operations in 19 different countries.

We report our segments in four geographic regions: PLP-USA (including corporate), The Americas (includes operations in North and South America without PLP-USA), EMEA (Europe, Middle East & Africa) and Asia-Pacific in accordance with accounting standards codified in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 280, Segment Reporting. Each segment distributes a full range of our primary products. Our PLP-USA segment is comprised of our U.S. operations manufacturing our traditional products primarily supporting our domestic energy, telecommunications and solar products. Our other three segments, The Americas, EMEA and Asia-Pacific, support our energy, telecommunications, data communication and solar products in each respective geographical region.

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

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

PREFACE

Our consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP). Our discussions of the financial results include non-GAAP measures (e.g., foreign currency impact) to provide additional information concerning our financial results and provide information that we believe is useful to the readers of our consolidated financial statements in the assessment of our performance and operating trends.

Our consolidated financial statements are subject to fluctuations in the exchange rates of foreign currencies in relation to the U.S. dollar. As foreign currencies strengthen against the U.S. dollar, our sales and costs increase as the foreign currency-denominated financial statements translate into more U.S. dollars, and, conversely, when foreign currencies weaken, our sales and costs decrease upon translation into U.S. dollars. The fluctuations of foreign currencies during the three months ended March 31, 2019 had a $4.8 million unfavorable effect on net sales compared to the same period in 2018. The favorable effect on net income was $.2 million for the three-month period ended March 31, 2019. On a reportable segment basis, the impact of foreign currency on net sales and net income for the three months ended March 31, 2019 was as follows:

| (Thousands of dollars) | Foreign Currency Translation Impact Net Sales Three Months | Net Income Three Months |
| --- | ---: | ---: |
| The Americas | $(2,247) | $179 |
| EMEA | (1,558) | (47) |
| Asia-Pacific | (1,011) | 43 |
| Total | $(4,816) | $175 |

The operating results for the three months ended March 31, 2019 are compared to the same period in 2018. Net sales for the three months ended March 31, 2019 of $97.2 million decreased $1.0 million, or 1.0%, compared to 2018. As a percentage of net sales, gross profit decreased to 28.1% in 2019 from 32.1% in 2018. Gross profit for the three-month periods ended March 31, 2019 and 2018 was $27.3 million and $31.5 million, respectively. Excluding the unfavorable impact of foreign currency translation, gross profit decreased $2.8 million, or 9.0%, compared to 2018. Costs and expenses of $25.2 million increased $1.4 million compared to 2018, which includes a favorable impact from currency translation of $1.7 million. Operating income for the three months ended March 31, 2019 was $2.0 million, a decrease of $5.7 million when compared to 2018. Net income for the three months ended March 31, 2019 of $1.8 million decreased $3.7 million compared to the three months ended March 31, 2018. The effect of currency translation had favorable impacts on operating income of $.3 million and net income of $.2 million, respectively.

The following table reflects the impact of foreign currency fluctuations on operating income for the three months ended March 31, 2019 and 2018:

| (Thousands of dollars) | Foreign Currency Translation Impact Three Months Ended March 31 2019 | 2018 |
| --- | ---: | ---: |
| Operating income | $2,046 | $7,745 |
| Translation gain | (251) | 0 |
| Transaction loss (gain) | (20) | (64) |
| Operating income excluding currency impact | $1,775 | $7,681 |

Despite the constant changes in the current global economy, we believe our business fundamentals and our financial position are sound and that we are strategically well-positioned. We remain focused on assessing our business structure, global facilities and overall capacity in conjunction with the requirements of local manufacturing in the markets that we serve. If necessary, we will modify redundant processes and utilize our global manufacturing network to manage costs, increase sales volumes and deliver value to our customers. We have continued to invest in the business to improve efficiency, develop new products, increase our capacity and become an even stronger supplier to our customers. We currently have a bank debt to equity ratio of 20.4% and can borrow needed funds at a competitive interest rate under our credit facility.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2019 COMPARED TO THREE MONTHS ENDED MARCH 31, 2018

The following table sets forth a summary of the Company’s Statements of Consolidated Income and the percentage of net sales for the three months ended March 31, 2019 and 2018. The Company’s past operating results are not necessarily indicative of future operating results.

| (Thousands of dollars) | Three Months Ended March 31 2019 |  | 2018 |  | Change |
| --- | ---: | ---: | ---: | ---: | ---: |
| Net sales | $97,153 | 100.0% | $98,139 | 100.0% | $(986) |
| Cost of products sold | 69,888 | 71.9 | 66,621 | 67.9 | 3,267 |
| **GROSS PROFIT** | 27,265 | 28.1 | 31,518 | 32.1 | (4,253) |
| Costs and expenses | 25,219 | 26.0 | 23,773 | 24.2 | 1,446 |
| **OPERATING INCOME** | 2,046 | 2.1 | 7,745 | 7.9 | (5,699) |
| Other expense - net | (118) | (0.1) | (116) | (0.1) | (2) |
| **INCOME BEFORE INCOME TAXES** | 1,928 | 2.0 | 7,629 | 7.8 | (5,701) |
| Income taxes | 104 | 0.1 | 2,101 | 2.1 | (1,997) |
| **NET INCOME** | $1,824 | 1.9% | $5,528 | 5.6% | $(3,704) |

*Net sales.* Net sales were $97.2 million for the three months ended March 31, 2019, a decrease of $1.0 million, or 1%, from the three months ended March 31, 2018. Excluding the unfavorable effect of currency translation, net sales for the three months ended March 31, 2019 increased $3.8 million compared to the same period in 2018, or 4%, as summarized in the following table:

| (Thousands of dollars) Net sales | Three Months Ended March 31 2019 | 2018 | Change | Change Due to Currency Translation | Change Excluding Currency Translation | % change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $41,425 | $39,443 | $1,982 | $0 | $1,982 | 5% |
| The Americas | 13,771 | 19,546 | (5,775) | (2,247) | (3,528) | (18) |
| EMEA | 15,634 | 15,081 | 553 | (1,558) | 2,111 | 14 |
| Asia-Pacific | 26,323 | 24,069 | 2,254 | (1,011) | 3,265 | 14 |
| Consolidated | $97,153 | $98,139 | $(986) | $(4,816) | $3,830 | 4% |

The year-over-year increase in PLP-USA net sales of $2.0 million, or 5%, was primarily due to a volume increase in energy product sales. International net sales for the three months ended March 31, 2019 experienced an unfavorable impact of $4.8 million when local currencies were converted to U.S. dollars. The following discussion of net sales excludes the effect of currency translation. The Americas net sales of $13.8 million decreased $3.5 million, or 18%, primarily due to a volume decrease in energy and communication product sales. EMEA net sales of $15.6 million increased $2.1 million, or 14%, primarily due to a volume increase in energy product sales within the region. In Asia-Pacific, net sales of $26.3 million increased $3.3 million, or 14%, compared to 2018 primarily due to a sales volume increase in the energy and special industries products.

*Gross profit.* Gross profit was $27.3 million and $31.5 million for the three-month periods ended March 31, 2019 and 2018, respectively. Excluding the unfavorable effect of currency translation, gross profit decreased $2.8 million, or 9%, as summarized in the following table:

| (Thousands of dollars) Gross profit | Three Months Ended March 31 2019 | 2018 | Change | Change Due to Currency Translation | Change Excluding Currency Translation | % change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $12,016 | $13,486 | $(1,470) | $0 | $(1,470) | (11)% |
| The Americas | 4,071 | 7,943 | (3,872) | (694) | (3,178) | (40) |
| EMEA | 4,589 | 4,414 | 175 | (443) | 618 | 14 |
| Asia-Pacific | 6,589 | 5,675 | 914 | (270) | 1,184 | 21 |
| Consolidated | $27,265 | $31,518 | $(4,253) | $(1,407) | $(2,846) | (9)% |

22

Despite year-over-year favorable sales growth, PLP-USA gross profit of $12.0 million decreased $1.5 million compared to the same period in 2018 as a result of increases in raw material and production costs. International gross profit for the three months ended March 31, 2019 was unfavorably impacted by $1.4 million when local currencies were translated to U.S. dollars. The following discussion of gross profit excludes the effects of currency translation. The Americas gross profit decrease of $3.2 million was primarily the result of the sales decrease of $3.5 million combined with product margin decline in the region due to sales mix and increases in raw material and production costs. EMEA gross profit increased $.6 million mainly as a result of increased sales volume. Asia-Pacific gross profit increased $1.2 million primarily as a result of a year-over-year increase in sales of $3.3 million and a sales mix shift to higher margin products.

*Costs and expenses.* Costs and expenses of $25.2 million for the three months ended March 31, 2019 increased $1.4 million, or 6%. Excluding the favorable effect of currency translation, costs and expenses increased $3.1 million, or 13%, as summarized in the following table:

| (Thousands of dollars) Costs and expenses | Three Months Ended March 31 2019 | 2018 | Change | Change Due to Currency Translation | Change Excluding Currency Translation | % change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $12,434 | $11,168 | $1,266 | $0 | $1,266 | 11% |
| The Americas | 2,990 | 3,469 | (479) | (961) | 482 | 14 |
| EMEA | 4,057 | 3,855 | 202 | (393) | 595 | 15 |
| Asia-Pacific | 5,738 | 5,283 | 455 | (304) | 759 | 14 |
| Consolidated | $25,219 | $23,775 | $1,444 | $(1,658) | $3,102 | 13% |

PLP-USA costs and expenses of $12.4 million for the three months ended March 31, 2019 increased $1.3 million, or 11%, compared to 2018 mainly due to increased professional fees of $.7 million, higher bad debt expense of $.4 million, higher personnel related expenses including benefits of $.2 million, a $.2 million reduction in net foreign currency exchange gains and miscellaneous net increases in expenses of $.2 million. Lower commission expense of $.4 million partially offset the year-over-year increase in U.S. cost and expenses. Foreign currency exchange gains and losses are primarily related to translating into U.S. dollars its foreign denominated loans, trade and royalty receivables from its foreign subsidiaries at the March 31, 2019 exchange rates. On a consolidated basis, costs and expenses for the three months ended March 31, 2019 were favorably impacted by $1.7 million when local currencies were translated to U.S. dollars. The following discussion of costs and expenses excludes the effect of currency translation. The Americas costs and expenses of $3.0 million increased $.5 million for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to a $.3 million net loss on foreign currency transactional exchange, higher salary related expense of $.1 million combined with increased professional fees of $.1 million. EMEA costs and expenses of $4.1 million increased $.6 million mainly due to an increase in personnel related expenses of $.3 million, higher professional fees of $.1 million and a $.1 million incremental loss in net foreign currency exchange effect. Asia-Pacific costs and expenses of $5.7 million increased $.8 million. This increase was primarily due to increased personnel related expenses of $.3 million, higher commission expense of $.1 million, increased combined travel and advertising expense of $.1 million, increased bad debt expense of $.1 million along with combined increases in various expenses of $.2 million.

*Other income (expense).* Other expense for both three-month periods ended March 31, 2019 and 2018 was $.1 million.

*Income taxes.* Income taxes for the three months ending March 31, 2019 and 2018 were $.1 million and $2.1 million, respectively, based on pre-tax income of $1.9 million and $7.6 million, respectively. The effective tax rate for the three-month periods ending March 31, 2019 and 2018 was 5% and 28%, respectively, compared to the U.S. federal statutory rate of 21%. Our tax rate is affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in those jurisdictions. It is also affected by discrete items that may occur in any given year but are not consistent from year to year. In addition to state and local income taxes, the following items had the most significant impact on the difference between our statutory U.S. federal income tax rate of 21% and our effective tax rate:

2019

1\. A $.4 million, or 21%, net decrease resulting from U.S. permanent items, primarily related to tax benefits related to stock-based compensation.

2\. A $.1 million, or 5%, increase resulting from earnings in jurisdictions with higher tax rates than the U.S. federal statutory rate where such earnings are permanently reinvested.

2018

1\. A less than $.1 million, or 1%, net increase resulting from higher U.S. permanent items primarily related to provisions of the Tax Cuts and Jobs Act enacted December 22, 2017.

2\. A $.4 million, or 6%, increase resulting from earnings in jurisdictions with higher tax rates than the U.S. federal statutory rate.

*Net income.* As a result of the preceding items, net income for the three months ended March 31, 2019 was $1.8 million, compared to $5.5 million for the three months ended March 31, 2018, a decrease of $3.7 million as summarized in the following table:

| (Thousands of dollars) Net income (loss) | Three Months Ended March 31 2019 | 2018 | Change | Change Due to Currency Translation | Change Excluding Currency Translation | % change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| PLP-USA | $(81) | $1,714 | $(1,795) | $0 | $(1,795) | (105)% |
| The Americas | 964 | 3,143 | (2,179) | 179 | (2,358) | (75) |
| EMEA | 513 | 363 | 150 | (47) | 197 | 54 |
| Asia-Pacific | 428 | 308 | 120 | 43 | 77 | 25 |
| Consolidated | $1,824 | $5,528 | $(3,704) | $175 | $(3,879) | (70)% |

PLP-USA’s net income for the three months ended March 31. 2019 decreased $1.8 million compared to the same period in 2018 due to a decrease in operating income of $2.7 million, partially offset by a decrease in income taxes of $.9 million due to a tax benefit recorded in the current period. The following discussion of net income excludes the effect of currency translation. The Americas net income decreased $2.4 million as a result of a $3.7 million decrease in operating income, partially offset by lower income taxes of $1.3 million. EMEA net income increased $.2 million mainly as a result of a $.2 million year-over-year decrease in income tax expense as EMEA’s operating income was flat year-over year at $.6 million. Asia-Pacific net income increased $.1 million as a result of a $.4 million increase in operating income partially offset by an increase in income tax expense of $.3 million.

POLICIES AND ESTIMATES

Our critical accounting policies are consistent with the information set forth in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Form 10-K for the year ended December 31, 2018 filed on March 8, 2019 with the Securities and Exchange Commission and are, therefore, not presented herein. For more detail regarding the January 1, 2019 adoption of ASU 2016-02, “Leases (Topic 842),” refer to Note Q “Leases” and Note K “Recently Adopted Accounting Pronouncements.”

WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES

#### Management Assessment of Liquidity

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

Our investments include expenditures required for equipment and facilities as well as expenditures in support of our strategic initiatives. During the first three months of 2019, we used cash of $2.4 million for capital expenditures. We ended the first three months of 2019 with $43.8 million of cash, and cash equivalents and restricted cash (“Cash”). Our Cash is held in various locations throughout the world. At March 31, 2019, the majority of our Cash was held outside the U.S. We expect most accumulated non-U.S. Cash balances will remain outside of the U.S. and that we will meet U.S. liquidity needs through future cash flows, use of U.S. Cash balances, external borrowings, or some combination of these sources. We complete comprehensive reviews of our significant customers and their creditworthiness by analyzing financial statements for customers where we have identified a measure of increased risk. We closely monitor payments and developments which may signal possible customer credit issues. We currently have not identified any potential material impact on our liquidity from customer credit issues.

Total debt at March 31, 2019 was $51.0 million. At March 31, 2019, our unused availability under our line of credit was $33.7 million and our bank debt to equity percentage was 20.4%. In 2018, we extended the term on our $65 million credit facility from June 30, 2019 to June 30, 2021. All other terms remain the same, including the interest rate at LIBOR plus 1.125% unless our funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 2.25 to 1, then the LIBOR spread becomes 1.500%. The line of credit agreement contains, among other provisions, requirements for maintaining levels of net worth and funded debt-to-earnings before interest, taxes, depreciation and amortization along with an interest coverage ratio. The net worth and profitability requirements are calculated based on the line of credit agreement. At March 31, 2019 and December 31, 2018, we were in compliance with these covenants.

We expect that our major source of funding for 2019 and beyond will be our operating cash flows, our existing Cash as well as our line of credit agreement. We earn a significant amount of our operating income outside the United States, which, except for current earnings in certain jurisdictions, is deemed to be indefinitely reinvested in foreign jurisdictions. We believe our future operating cash flows will be more than sufficient to cover debt repayments, other contractual obligations, capital expenditures and dividends for the next 12 months and thereafter for the foreseeable future. In addition, we believe our borrowing capacity provides substantial financial resources, if needed, to supplement funding of capital expenditures and/or acquisitions. We also believe that we can expand our borrowing capacity, if necessary; however, we do not believe we would increase our debt to a level that would have a material adverse impact upon results of operations or financial condition.

#### Sources and Uses of Cash

Cash decreased $3.0 million compared to the same period in 2018. Net Cash provided by operating activities was $.5 million. The most significant net investing and financing uses of Cash in the three months ended March 31, 2019 were payments of long-term debt of $17.4 million, Cash used to fund the acquisition of Subcon of $10.2 million, capital expenditures of $2.4 million, share repurchases of $2.3 million and dividends paid of $1.0 million, partially offset by net debt and notes payable proceeds of $31.8 million. Currency had a positive $1.3 million impact on Cash when translating foreign denominated financial statements to U.S. dollars.

Net provided by operating activities for the three months ended March 31, 2019 and 2018 was $.5 million compared to a use of Cash of $1.0 million during the three months ended March 31, 2018. The $1.5 million increase was primarily a result of a decrease in Cash usage for operating assets (net of operating liabilities) of $5.8 million, which included a decrease resulting from the 2018 $5.3 million contribution to the pension plan, partially offset by a decrease in net income of $3.7 million and a decrease in non-cash items of $.6 million.

Net Cash used in investing activities of $13.1 million for the three months ended March 31, 2019 increased $6.1 million when compared to Cash used in investing activities in the three months ended March 31, 2018 of $7.0 million. The change was primarily related to Cash used to fund the Subcon acquisition, net of Cash, of $10.2 million, partially offset by a reduction in Cash used year-over year to purchase marketable securities of $3.8 million and a reduction in capital expenditures of $.3 million.

Cash provided by financing activities for the three months ended March 31, 2019 was $11.1 million compared to $8.3 million for the three months ended March 31, 2018. The $2.8 million decrease was primarily the result of a net increase in debt borrowings in 2019 compared to 2018 of $4.3 million, partially offset by Cash used for net stock issuances and repurchases of $1.5 million.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

See Note K of the Notes to the Consolidated Financial Statements

NEW ACCOUNTING STANDARDS TO BE ADOPTED

See Note L of the Notes to the Consolidated Financial Statements

FORWARD LOOKING STATEMENTS

Cautionary Statement for “Safe Harbor” Purposes Under The Private Securities Litigation Reform Act of 1995

This Form 10-Q and other documents we file with the Securities and Exchange Commission (“SEC”) contain forward-looking statements regarding the Company’s and management’s beliefs and expectations. As a general matter, forward-looking statements are those focused upon future plans, objectives or performance (as opposed to historical items) and include statements of anticipated events or trends and expectations and beliefs relating to matters not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Such uncertainties and factors could cause the Company’s actual results to differ materially from those matters expressed in or implied by such forward-looking statements.

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

- The overall demand for cable anchoring and control hardware for electrical transmission and distribution lines on a worldwide basis, which has a slow growth rate in mature markets such as the U.S., Canada, Australia and Western Europe and may grow slowly or experience prolonged delay in developing regions despite expanding power needs;
- The potential impact of the global economic condition on the Company’s ongoing profitability and future growth opportunities in the Company’s core markets in the U.S. and other foreign countries where the financial situation is expected to be similar going forward;
- The ability of the Company’s customers to raise funds needed to build the facilities their customers require;
- Technological developments that affect longer-term trends for communication lines, such as wireless communication;
- The decreasing demand for product supporting copper-based infrastructure due to the introduction of products using new technologies or adoption of new industry standards;
- The Company’s success at continuing to develop proprietary technology and maintaining high quality products and customer service to meet or exceed new industry performance standards and individual customer expectations;
- The Company’s success in strengthening and retaining relationships with the Company’s customers, growing sales at targeted accounts and expanding geographically;
- The extent to which the Company is successful at expanding the Company’s product line or production facilities into new areas or implementing efficiency measures at existing facilities;
- The effects of fluctuation in currency exchange rates upon the Company’s foreign subsidiaries’ operations and reported results from international operations, together with non-currency risks of investing in and conducting significant operations in foreign countries, including those relating to political, social, economic and regulatory factors;
- The Company’s ability to identify, complete, obtain funding for and integrate acquisitions for profitable growth;
- The potential impact of consolidation, deregulation and bankruptcy among the Company’s suppliers, competitors and customers and of any legal or regulatory claims;
- The relative degree of competitive and customer price pressure on the Company’s products;
- The cost, availability and quality of raw materials required for the manufacture of products and any tariffs that may be associated with the purchase of these products;
- Strikes, labor disruptions and other fluctuations in labor costs;
- Changes in significant government regulations affecting environmental compliances or other litigation matters;
- The telecommunication market’s continued deployment of Fiber-to-the-Premises; and
- Those factors described under the heading “Risk Factors” on page 11 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 8, 2019.

## Market risk

As filed, 2,018 characters.

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

Effective July 1, 2018, Argentina was designated as a highly inflationary economy as the projected three-year cumulative inflation rate exceeded 100%. As such, beginning July 1, 2018, the functional currency for the Company’s Argentina subsidiary became the U.S. dollar. The remeasurement impact to the three months ended March 31, 2019 was immaterial and is included in the Company’s consolidated financial statements.

As of March 31, 2019, the Company had no foreign currency forward exchange contracts outstanding. The Company does not hold derivatives for trading or speculative purposes.

The Company’s primary currency rate exposures are related to foreign denominated debt, intercompany debt, foreign denominated receivables and payables and cash and short-term investments. A hypothetical 10% change in currency rates would have a favorable/unfavorable impact on fair values on such instruments of $5.2 million and on income before taxes of $1.3 million.

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 $31.3 million at March 31, 2019. A 100 basis point increase in the interest rate would have resulted in an increase in interest expense of approximately $.4 million for the three months ended March 31, 2019.

## Controls and procedures

As filed, 1,257 characters.

### Evaluation of Disclosure Controls and Procedures

The Company’s Principal Executive Officer and Principal Accounting Officer have concluded that the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, were effective as of March 31, 2019.

### Changes in Internal Control over Financial Reporting

On January 1, 2019, the Company adopted ASU 2016-02, “Leases (Topic 842).” For the adoption, the Company implemented changes to its lease recognition process and control activities, including the development of new entity-wide policies, processes, including the use of a software package, controls, training and ongoing lease contract reviews to accommodate presentation and disclosure requirements. For more detail regarding the January 1, 2019 adoption of ASU No. 2016-02, refer to Note Q “Leases” and Note K “Recently Adopted Accounting Pronouncements.”

There were no other changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the three-month period ended March 31, 2019 that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

## Risk factors

As filed, 222 characters.

There were no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 8, 2019.

Filed May 3, 2019.
Source: SEC EDGAR, the filing index for accession 0001564590-19-015652. Last ingested by Listed: Nov 6, 2026, 07:10 ET. No prices; not investment advice.